Notice2026-07555
Agency Information Collection Activities; Proposed Collection; Comment Request; Extension: Rule 3a-8 Under the Investment Company Act of 1940
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
April 17, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 74 (Friday, April 17, 2026)</title>
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[Federal Register Volume 91, Number 74 (Friday, April 17, 2026)]
[Notices]
[Pages 20741-20742]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-07555]
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SECURITIES AND EXCHANGE COMMISSION
[OMB Control No. 3235-0574]
Agency Information Collection Activities; Proposed Collection;
Comment Request; Extension: Rule 3a-8 Under the Investment Company Act
of 1940
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 (SEC or ``Commission'') is soliciting comments on the
proposed collection of information.
17 CFR 270.3a-8 (rule 3a-8 under 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. 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. The rule also requires the board of directors of a company
that relies on the safe harbor to 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 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 721,792 R&D companies
may take advantage of rule 3a-8.\1\ Given that the board resolutions
and investment guidelines will generally need to be adopted only once
(unless relevant circumstances change),\2\ the
[[Page 20742]]
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.\3\ Therefore, we estimate that rule 3a-8 does not impose
additional burdens.
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\1\ See National Science Foundation, National Center for Science
and Engineering Statistics, Business Enterprise Research and
Development, 2023 Data Tables, Table 10, available at: <a href="https://ncses.nsf.gov/surveys/business-enterprise-research-development/2023#data">https://ncses.nsf.gov/surveys/business-enterprise-research-development/2023#data</a>.
\2\ 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.
\3\ 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 OMB Control Number.
Written comments are invited on: (a) whether this proposed
collection of information is necessary for the proper performance of
the functions of the SEC, including whether the information will have
practical utility; (b) the accuracy of the SEC's estimate of the burden
imposed by the proposed collection of information, including the
validity of the methodology and the assumptions used; (c) ways to
enhance the quality, utility, and clarity of the information to be
collected; and (d) ways to minimize the burden of the collection of
information on respondents, including through the use of automated,
electronic collection techniques or other forms of information
technology.
Please direct your written comments on this 60-Day Collection
Notice to Austin Gerig, Director/Chief Data Officer, Securities and
Exchange Commission, c/o Tanya Ruttenberg via email to
<a href="/cdn-cgi/l/email-protection#326253425740455d40596057564751465b5d5c735146724157511c555d44"><span class="__cf_email__" data-cfemail="431322332631342c31281126273620372a2c2d022037033026206d242c35">[email protected]</span></a> by June 16, 2026. There will be a second
opportunity to comment on this SEC request following the Federal
Register publishing a 30-Day Submission Notice.
Dated: April 15, 2026.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-07555 Filed 4-16-26; 8:45 am]
BILLING CODE 8011-01-P
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