30 Day Notice

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Federal Register / Vol. 85, No. 222 / Tuesday, November 17, 2020 / Notices

procedures. Many fund complexes
already have written policies and
procedures documenting their
compliance programs. Further, a fund
needing to develop or revise policies
and procedures on one or more topics
in order to achieve a comprehensive
compliance program can draw on a
number of outlines and model programs
available from a variety of industry
representatives, commentators, and
organizations.
There are approximately 4,093 funds
subject to Rule 38a–1. Among these
funds, 101 were newly registered in the
past year. These 101 funds, therefore,
were required to adopt and document
the policies and procedures that make
up their compliance programs.
Commission staff estimates that the
average annual hour burden for a fund
to adopt and document these policies
and procedures is 105 hours. Thus, we
estimate that the aggregate annual
burden hours associated with the
adoption and documentation
requirement is 10,605 hours.
All funds are required to conduct an
annual review of the adequacy of their
existing policies and procedures and the
policies and procedures of each
investment adviser, principal
underwriter, administrator, and transfer
agent of the fund, and the effectiveness
of their implementation. In addition,
each fund chief compliance officer is
required to prepare an annual report
that addresses the operation of the
policies and procedures of the fund and
the policies and procedures of each
investment adviser, principal
underwriter, administrator, and transfer
agent of the fund, any material changes
made to those policies and procedures
since the date of the last report, any
material changes to the policies and
procedures recommended as a result of
the annual review, and certain
compliance matters that occurred since
the date of the last report. The staff
estimates that each fund spends 49
hours per year, on average, conducting
the annual review and preparing the
annual report to the board of directors.
Thus, we estimate that the annual
aggregate burden hours associated with
the annual review and annual report
requirement is 200,557 hours.
Finally, the staff estimates that each
fund spends 6 hours annually, on
average, maintaining the records
required by proposed Rule 38a–1. Thus,
the annual aggregate burden hours
associated with the recordkeeping
requirement is 24,558 hours.
In total, the staff estimates that the
aggregate annual information collection
burden of Rule 38a–1 is 235,720 hours.

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The estimate of average burden hours
is made solely for the purposes of the
Paperwork Reduction Act. The estimate
is based on communications with
industry representatives, and is not
derived from a comprehensive or even
a representative survey or study.
Responses will not be kept confidential.
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: (i)
Whether the collection of information is
necessary for the proper performance of
the functions of the Commission,
including whether the information has
practical utility; (ii) the accuracy of the
Commission’s estimate of the burden(s)
of the collection of information; (iii)
ways to enhance the quality, utility, and
clarity of the information collected; and
(iv) ways to minimize the burden of the
collection of information on
respondents, including through the use
of automated collection techniques or
other forms of information technology.
Consideration will be given to
comments and suggestions submitted in
writing within 30 days of this
publication.
The public may view the background
documentation for this information
collection at the following website,
www.reginfo.gov. Comments should be
directed to: (i) Desk Officer for the
Securities and Exchange Commission,
Office of Information and Regulatory
Affairs, Office of Management and
Budget, Room 10102, New Executive
Office Building, Washington, DC 20503,
or by sending an email to:
Lindsay.M.Abate@omb.eop.gov; and (ii)
David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Cynthia
Roscoe, 100 F Street NE, Washington,
DC 20549 or send an email to: PRA_
Mailbox@sec.gov. Written comments
and recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to www.reginfo.gov/public/do/
PRAMain. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function.
Dated: November 10, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–25253 Filed 11–16–20; 8:45 am]
BILLING CODE 8011–01–P

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SECURITIES AND EXCHANGE
COMMISSION
Submission for OMB Review;
Comment Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Extension:
Rule 3a–8; [SEC File No. 270–516, OMB
Control No. 3235–0574]

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
Office of Management and Budget a
request for extension of the previously
approved collection of information
discussed below.
Title 17 CFR 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
1 Rule

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3a–8(a)(6) (17 CFR 270.3a–8(6)).

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Federal Register / Vol. 85, No. 222 / Tuesday, November 17, 2020 / Notices
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 29,999 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.
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 the background
documentation for this information
collection at the following website,
www.reginfo.gov. Comments should be
directed to: (i) Desk Officer for the
Securities and Exchange Commission,
Office of Information and Regulatory
Affairs, Office of Management and
Budget, Room 10102, New Executive
Office Building, Washington, DC 20503,
or by sending an email to:
Lindsay.M.Abate@omb.eop.gov; and (ii)
David Bottom, Director/Chief
2 See National Science Foundation, National
Center for Science and Engineering Statistics,
Business R&D and Innovation Survey: 2016 (results
published May 13, 2019).
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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Information Officer, Securities and
Exchange Commission, c/o Cynthia
Roscoe, 100 F Street NE, Washington,
DC 20549 or send an email to: PRA_
Mailbox@sec.gov. Written comments
and recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to www.reginfo.gov/public/do/
PRAMain. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function.
Dated: November 10, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–25248 Filed 11–16–20; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
Submission for OMB Review;
Comment Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Extension: Rule 17Ad–3(b); [SEC File No.
270–424, OMB Control No. 3235–0473]

Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Securities and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request for approval of
extension of the previously approved
collection of information provided for in
Rule 17Ad–3(b) (17 CFR 240.17Ad–
3(b)), under the Securities Exchange Act
of 1934 (15 U.S.C. 78a et seq.).
Rule 17Ad–3(b) requires registered
transfer agents to send a copy of the
written notice required under Rules
17Ad–2(c), (d), and (h) to the chief
executive officer of each issuer for
which the transfer agent acts when it
has failed to turnaround at least 75% of
all routine items in accordance with the
requirements of Rule 17Ad–2(a), or to
process at least 75% of all items in
accordance with the requirements of
Rule 17Ad–2(b), for two consecutive
months. The issuer may use the
information contained in the notices: (1)
As an early warning of the transfer
agent’s non-compliance with the
Commission’s minimum performance
standards regarding registered transfer
agents; and (2) to become aware of
certain problems and poor performances
with respect to the transfer agents that
are servicing the issuer’s issues. If the

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73311

issuer does not receive notice of a
registered transfer agent’s failure to
comply with the Commission’s
minimum performance standards then
the issuer will be unable to take
remedial action to correct the problem
or to find another registered transfer
agent. Pursuant to Rule 17Ad–3(b), a
transfer agent that has already filed a
Notice of Non-Compliance with the
Commission pursuant to Rule 17Ad–2
will only be required to send a copy of
that notice to issuers for which it acts
when that transfer agent fails to
turnaround 75% of all routine items or
to process 75% of all items for two
consecutive months.
The Commission estimates that only
one transfer agent will be subject to the
third party disclosure requirements of
Rule 17Ad–3(b) each year. If a transfer
agent fails to meet the turnaround and
processing requirements under 17Ad–
3(b), it would simply send its issuerclients a copy of the notice that had
already been produced for the
Commission pursuant to Rule 17Ad–
2(c) or (d). The Commission estimates
the requirement will take the transfer
agent approximately four hours to
complete. The total estimated burden
associated with Rule 17Ad–3(b) is thus
approximately 4 hours per year. The
Commission estimates that the internal
compliance cost for the transfer agent to
comply with this third party disclosure
requirement will be approximately
$1,128 per year (4 hours × $283 per hour
= $1,128). The total estimated internal
cost of compliance associated with Rule
17Ad–3(b) is thus approximately $1,128
per year. There are no external costs
associated with sending the notice to
issuer-clients.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB 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 to (i) www.reginfo.gov/public/do/
PRAMain and (ii) David Bottom,
Director/Chief Information Officer,
Securities and Exchange Commission, c/
o Cynthia Roscoe, 100 F Street NE,
Washington, DC 20549, or by sending an
email to: PRA_Mailbox@sec.gov.

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