
[Federal Register Volume 88, Number 155 (Monday, August 14, 2023)]
[Notices]
[Pages 55088-55089]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-17319]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-516, OMB Control No. 3235-0574]


Submission for OMB Review; Comment Request; Extension: Rule 3a-8

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 
20549-2736.

    Notice is hereby given that pursuant to the Paperwork Reduction Act 
of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange 
Commission (``Commission'') has submitted to the

[[Page 55089]]

Office of Management and Budget a request for extension of the 
previously approved collection of information discussed below.
    Title 17 section 270.3a-8 (rule 3a-8 of the Investment Company Act 
of 1940 (15 U.S.C. 80a) (the ``Act'')), serves as a nonexclusive safe 
harbor from investment company status for certain research and 
development companies (``R&D companies'').
    The rule requires that the board of directors of an R&D company 
seeking to rely on the safe harbor adopt an appropriate resolution 
evidencing that the company is primarily engaged in a non-investment 
business and record that resolution contemporaneously in its minute 
books or comparable documents.\1\ An R&D company seeking to rely on the 
safe harbor must retain these records only as long as such records must 
be maintained in accordance with state law.
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    \1\ Rule 3a-8(a)(6) (17 CFR 270.3a-8(6)).
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    Rule 3a-8 contains an additional requirement that is also a 
collection of information within the meaning of the PRA. The board of 
directors of a company that relies on the safe harbor under rule 3a-8 
must adopt a written policy with respect to the company's capital 
preservation investments. We expect that the board of directors will 
base its decision to adopt the resolution discussed above, in part, on 
investment guidelines that the company will follow to ensure its 
investment portfolio is in compliance with the rule's requirements.
    The collection of information imposed by rule 3a-8 is voluntary 
because the rule is an exemptive safe harbor, and therefore, R&D 
companies may choose whether or not to rely on it. The purposes of the 
information collection requirements in rule 3a-8 are to ensure that: 
(i) the board of directors of an R&D company is involved in determining 
whether the company should be considered an investment company and 
subject to regulation under the Act, and (ii) adequate records are 
available for Commission review, if necessary. Rule 3a-8 would not 
require the reporting of any information or the filing of any documents 
with the Commission.
    Commission staff estimates that there is no annual recordkeeping 
burden associated with the rule's requirements. Nevertheless, the 
Commission requests authorization to maintain an inventory of one 
burden hour for administrative purposes.
    Commission staff estimates that approximately 537,619 R&D companies 
may take advantage of rule 3a-8.\2\ Given that the board resolutions 
and investment guidelines will generally need to be adopted only once 
(unless relevant circumstances change),\3\ the Commission believes that 
all the R&D companies that existed prior to the adoption of rule 3a-8 
adopted their board resolutions and established written investment 
guidelines in 2003 when the rule was adopted. We expect that R&D 
companies formed subsequent to the adoption of rule 3a-8 would adopt 
the board resolution and investment guidelines simultaneously with 
their formation documents in the ordinary course of business.\4\ 
Therefore, we estimate that rule 3a-8 does not impose additional 
burdens.
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    \2\ See National Science Foundation, National Center for Science 
and Engineering Statistics, Business Enterprise Research and 
Development, 2020 Data Tables, Table 10, available at: https://ncses.nsf.gov/pubs/nsf23314.
    \3\ In the event of changed circumstances, the Commission 
believes that the board resolution and investment guidelines will be 
amended and recorded in the ordinary course of business and would 
not create additional time burdens.
    \4\ In order for these companies to raise sufficient capital to 
fund their product development stage, Commission staff believes that 
they will need to present potential investors with investment 
guidelines. Investors generally want to be assured that the 
company's funds are invested consistent with the goals of capital 
preservation and liquidity.
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    An agency may not conduct or sponsor, and a person is not required 
to respond to a collection of information unless it displays a 
currently valid control number.
    The public may view background documentation for this information 
collection at the following website: www.reginfo.gov. Find this 
particular information collection by selecting ``Currently under 30-day 
Review--Open for Public Comments'' or by using the search function. 
Written comments and recommendations for the proposed information 
collection should be sent within 30 days of publication of this notice 
by September 13, 2023 to
    (i) [email protected] and (ii) David 
Bottom, Director/Chief Information Officer, Securities and Exchange 
Commission, c/o John Pezzullo, 100 F Street NE, Washington, DC 20549, 
or by sending an email to: [email protected] .

    Dated: August 8, 2023.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-17319 Filed 8-11-23; 8:45 am]
BILLING CODE 8011-01-P


