Submission for OMB Review; Comment Request; Extension: Rule 3a-8, 55088-55089 [2023-17319]

Download as PDF 55088 Federal Register / Vol. 88, No. 155 / Monday, August 14, 2023 / Notices represent a small percentage (approximately 8.3%) of the Nasdaq Board. The Exchange also notes that the proposed rule change is substantially similar to prior proposals by the Exchange or its affiliated SROs related to Nasdaq stockholders’ agreements that gave similar rights to recommend Nasdaq Board designees.9 As such, the Exchange does not believe that its proposal raises any new or novel issues not already considered by the Commission. B. Self-Regulatory Organization’s Statement on Burden on Competition Because the proposed rule change is related solely to Thoma Bravo’s right to nominate the Board Designee to the Nasdaq Board pursuant to the Stockholders’ Agreement and not to the operations of the Exchange, the Exchange does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. IV. Solicitation of Comments III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not: (i) significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to section 19(b)(3)(A)(iii) of the Act 10 and subparagraph (f)(6) of Rule 19b–4 thereunder.11 ddrumheller on DSK120RN23PROD with NOTICES1 9 See Securities Exchange Act Release No. 57099 (January 4, 2008), 73 FR 1901 (January 10, 2008) (SR–NASDAQ–2008–002) (Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Nasdaq Stockholders’ Agreement Between the Nasdaq Stock Market, Inc. and Borse Dubai Limited). See also Securities Exchange Act Release No. 63786 (January 27, 2011), 76 FR 6168 (February 3, 2011) (SR–NASDAQ–2011–013, SR– PHLX–2011–08, SR–BX–2011–004) (Notice of Filing and Immediate Effectiveness of Proposed Rule Changes Relating to a Stockholders’ Agreement Between the NASDAQ OMX Group, Inc. and Investor AB). 10 15 U.S.C. 78s(b)(3)(A)(iii). 11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the VerDate Sep<11>2014 17:38 Aug 11, 2023 Jkt 259001 A proposed rule change filed under Rule 19b–4(f)(6) 12 of the Act normally does not become operative prior to 30 days after the date of filing. However, Rule 19b–4(f)(6)(iii) 13 permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay contained in Rule 19b– 4(f)(6)(iii).14 The Commission believes that waiver of the 30-day operative delay is consistent with the protection of investors and the public interest as the proposal raises no new or novel issues. Accordingly, the Commission hereby waives the 30-day operative delay and designates the proposal operative upon filing.15 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR–NASDAQ–2023–027 and should be submitted on or before September 5, 2023. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.16 Sherry R. Haywood, Assistant Secretary. • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include file number SR– NASDAQ–2023–027 on the subject line. [FR Doc. 2023–17301 Filed 8–11–23; 8:45 am] Paper Comments [SEC File No. 270–516, OMB Control No. 3235–0574] • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to file number SR–NASDAQ–2023–027. This file number should be included on the Commission. The Exchange has satisfied this requirement. 12 17 CFR 240.19b–4(f)(6). 13 17 CFR 240.19b–4(f)(6)(iii). 14 17 CFR 240.19b–4(f)(6)(iii). 15 For purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule change’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). PO 00000 Frm 00082 Fmt 4703 Sfmt 4703 BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION 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 16 17 E:\FR\FM\14AUN1.SGM CFR 200.30–3(a)(12). 14AUN1 ddrumheller on DSK120RN23PROD with NOTICES1 Federal Register / Vol. 88, No. 155 / Monday, August 14, 2023 / Notices 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. 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 1 Rule 3a–8(a)(6) (17 CFR 270.3a–8(6)). VerDate Sep<11>2014 17:38 Aug 11, 2023 Jkt 259001 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. 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) MBX.OMB.OIRA.SEC_desk_ officer@omb.eop.gov 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: PRA_Mailbox@ sec.gov . 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 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. PO 00000 Frm 00083 Fmt 4703 Sfmt 9990 55089 SECURITIES AND EXCHANGE COMMISSION Sunshine Act Meetings 2 p.m. on Thursday, August 17, 2023. TIME AND DATE: The meeting will be held via remote means and/or at the Commission’s headquarters, 100 F Street NE, Washington, DC 20549. PLACE: This meeting will be closed to the public. STATUS: MATTERS TO BE CONSIDERED: Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the closed meeting. Certain staff members who have an interest in the matters also may be present. In the event that the time, date, or location of this meeting changes, an announcement of the change, along with the new time, date, and/or place of the meeting will be posted on the Commission’s website at https://www.sec.gov. The General Counsel of the Commission, or her designee, has certified that, in her opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B) and (10) and 17 CFR 200.402(a)(3), (a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and (a)(10), permit consideration of the scheduled matters at the closed meeting. The subject matter of the closed meeting will consist of the following topics: Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings; Resolution of litigation claims; and Other matters relating to examinations and enforcement proceedings. At times, changes in Commission priorities require alterations in the scheduling of meeting agenda items that may consist of adjudicatory, examination, litigation, or regulatory matters. CONTACT PERSON FOR MORE INFORMATION: For further information; please contact Vanessa A. Countryman from the Office of the Secretary at (202) 551–5400. Authority: 5 U.S.C. 552b. Dated: August 10, 2023. Vanessa A. Countryman, Secretary. [FR Doc. 2023–17479 Filed 8–10–23; 4:15 pm] BILLING CODE 8011–01–P E:\FR\FM\14AUN1.SGM 14AUN1

Agencies

[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.
---------------------------------------------------------------------------

    \1\ Rule 3a-8(a)(6) (17 CFR 270.3a-8(6)).
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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
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