Supporting Statement sec. 8(b)

OMB CONTROL NUMBER: 3235-0176

SUPPO RTING STATEMENT
For the Paperwork Reduction Act Information Collection Submission for
Rules 8b-1 to 8b-33
A.
JUSTIFICATION
1.

Necessity for the Information Collection

The Investment Company Act of 1940 (“Investment Company Act”) 1 requires
every registered investment company to file a registration statement.2 The
Commission adopted rules under Section 8(b) of the Investment Company Act to
standardize the mechanics of registration under the Investment Company Act and to
provide more specific guidance than provided by the statute for persons registering
under the Investment Company Act. 3 Generally, the rules under Section 8(b) do not
specify the information to be set forth in the registration statement, but rather set
forth the procedures to be followed by a registrant in preparing and filing a
registration statement with the Commission. The specific requirements applicable to
registration under Section 8(b) generally relate to such matters as: (a) interpretations
of filing requirements; (b) requirements for proper form, paper, printing, and
language; (c) riders and inserts; (d) amendments to registration statements; (e)
incorporation by reference; (f) omission of documents; and (g) the time for filing
registration statements. The rules under Section 8(b) of the Investment Company Act

1

15 U.S.C. 80a-1 et seq.

2

See Investment Company Act Section 8(b), 15 U.S.C. 80a-8(b).

3

17 CFR 270.8b-1 to 8b-33. See Investment Company Act Release No. 26747 (Feb. 8,
2005) [70 FR 6556 (Feb. 8, 2005)]; Investment Company Act Release No. 1931 (Dec. 15,
1953) [18 FR 8575 (Dec. 19, 1953)].

generally do not require the reporting of information. Rather, they describe
procedures to assist respondents in preparing and filing registration statements.4
2.

Purpose and Use of the Information Collection

Rules 8b-1 through 8b-33 set forth the procedures for preparing and filing a
registration statement under the Investment Company Act. These procedures are
intended to facilitate the registration process. As noted above, these rules generally
do not require respondents to report information. However, to the extent that they do
require respondents to report information, the purpose and use of the information
reported on the various forms designated for use by investment companies is
discussed in the Paperwork Reduction Act submissions for the individual registration
forms.
3.

Consideration Given to Information Technology

The Commission’s Electronic Data Gathering, Analysis, and Retrieval System
(“EDGAR”) automates the filing, processing, and dissemination of full disclosure
filings. This automation has increased the speed, accuracy, and availability of

4

Although the rules under Section 8(b) of the Investment Company Act are generally
procedural in nature, two of the rules require respondents to disclose some limited
information. Rule 8b-3 (17 CFR 270.8b-3) provides that whenever a registration form
requires the title of securities to be stated, the registrant must indicate the type and
general character of the securities to be issued. Rule 8b-22 (17 CFR 270.8b-22) provides
that if the existence of control is open to reasonable doubt, the registrant may disclaim
the existence of control, but it must state the material facts pertinent to the possible
existence of control. The information required by both of these rules is necessary to
insure that investors have clear and complete information upon which to base an
investment decision.

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information, generating benefits to investors and financial markets. Any information
required to be reported by rules under Section 8(b) of the Investment Company Act
is required to be filed electronically on EDGAR.5 The public may access filings on
EDGAR through the Commission’s website (http://www.sec.gov) or at EDGAR
terminals located at the Commission’s public reference rooms.
4.

Duplication

The Commission periodically evaluates rule-based reporting and recordkeeping
requirements for duplication and reevaluates them whenever it proposes a rule or a
change in a rule. Rules 8b-1 through 8b-33 set forth procedures, which are not
duplicative of any other rule, and there is no other rule that requires registered
investment companies to provide the Commission with the same information.
5.

Effect on Small Entities

The Commission reviews all rules periodically, as required by the Regulatory
Flexibility Act, 6 to identify methods to minimize recordkeeping or reporting
requirements affecting small businesses. The requirements of rules 8b-1 through
8b-33 do not distinguish between small entities and other funds. Although the burden
on smaller funds to prepare and file registration statements may be greater than for
larger funds, the Commission believes that imposing different requirements on

5

See rule 101(a)(1)(v) of Regulation S-T, 17 CFR 232.101(a)(1)(v).

6

5 U.S.C. 601 et seq.

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smaller investment companies would not be consistent with investor protection and
the purposes of the registration statements.
6.

Consequences of Not Conducting Collection

Registration statements are filed once initially and then updated as appropriate.
Less frequent updating would result in misleading information being presented to the
public.
7.

Inconsistencies With Guidelines in 5 CFR 1320.5(d)(2)

This collection is not inconsistent with 5 CFR 1320.5(d)(2).
8.

Consultation Outside the Agency

The Commission and the staff of the Division of Investment Management
participate in an ongoing dialogue with representatives of the investment company
industry through public conferences, meetings, and informal exchanges. These
various forums provide the Commission and staff with a means of ascertaining and
acting upon the paperwork burdens confronting the industry. The Commission
requested public comment on the collection of information requirements of rules 8b1 to 8b-33 before it submitted this request for extension and approval to the Office of
Management and Budget. The Commission received no comments in response to its
request.
9.

Payment or Gift

No payment or gift to respondents was provided.
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10.

Confidentiality

No assurance of confidentiality was provided.
11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection does not
collect personally identifiable information (PII). The agency has determined that a
system of records notice (SORN) and privacy impact assessment (PIA) are not
required in connection with the collection of information.
12.

Burden of Information Collection

The Commission believes that it is appropriate to estimate the total respondent
burden associated with preparing each registration statement form rather than
attempt to isolate the impact of the procedural instructions under Section 8(b) of the
Investment Company Act, which impose burdens only in the context of the
preparation of the various registration statement forms. Accordingly, the
Commission is not submitting a separate burden estimate for rules 8b-1 through
8b-33, but instead will include the hour burden for these rules in its estimates of hour
burden for each of the registration forms under the Investment Company Act. The
Commission is, however, submitting an hourly burden estimate of one hour for
administrative purposes.

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Summary of Revised Annual Responses, Burden Hours, and Cost Estimates
Annual No. of Responses
Previously Requested

Change

approved
Section 8(b)

13.

Annual Time Burden (Hrs.)
Previously

Requested

Change

approved

1

1

0

1

External Cost to Respondents ($)
Previously

Requested

Change

$0

$0

approved
1

0

$0

Costs to Respondents

The Commission believes that it is appropriate to estimate the total annual cost
burden associated with the preparation of each registration form rather than attempt
to isolate the impact of the procedural instructions under Section 8(b), which impose
burdens only in the context of the preparation of the various registration statement
forms. Accordingly, the Commission is not submitting a separate estimate of the cost
burden of rules 8b-1 through 8b-33, but instead will include the cost burden for these
rules in its estimates of cost burden for each registration form under the Investment
Company Act.
14.

Costs to Federal Government

The annual cost of reviewing and processing disclosure documents, including
new registration statements, post-effective amendments, proxy statements,
shareholder reports, and other filings of investment companies amounted to
approximately $21.9 million in fiscal year 2019, based on the Commission’s
computation of the value of staff time devoted to this activity and related overhead.

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15.

Changes in Burden

There has been no change in estimated burden hours or cost burden.
16.

Information Collection Planned for Statistical Purposes

The results of any information collected will not be published.
17.

Approval to Omit OMB Expiration Date

The Commission is not seeking approval to not display the expiration date for
OMB approval.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

The Commission is not seeking an exception to the certification statement.
B.

COLLECTION OF INFORMATION EMPLOYING STATISTICAL
METHODS
The collection of information will not employ statistical methods.

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