Supporting Statement rules 8b-1 to 33

SUPPORTING STATEMENT
for the Paperwork Reduction Act Information Collection Submission
“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 Securities and Exchange
Commission (“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 generally do not require the reporting

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)].

-2of information. Rather, they describe procedures to assist respondents in preparing and filing
registration statements.4
2.

Purpose 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.

Role of Improved Information Technology

The Commission’s electronic filing system (“EDGAR”) automates the filing, processing,
and dissemination of full disclosure filings. The system permits publicly held companies to
transmit their filings to the Commission electronically. This automation has increased the speed,
accuracy, and availability of information, generating benefits to investors and financial markets.
Any information required to be reported by rules under Section 8(b) of the Investment Company

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.

-3Act 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.

Efforts to Identify 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 requirements of rules 8b-1 through 8b-33 do not distinguish between small entities
and other funds. The burden on smaller funds, however, to prepare and file registration
statements may be greater than for larger funds. The Commission believes, however, that
imposing different requirements on smaller investment companies would not be consistent with
investor protection and the purposes of the registration statements. We review all rules
periodically, as required by the Regulatory Flexibility Act, to identify methods to minimize
recordkeeping or reporting requirements affecting small businesses.
6.

Consequences of Less Frequent 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.
5

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

-47.

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 the means to ascertain and act upon paperwork burdens that may confront the
industry. The Commission requested public comment on the collection of information
requirements of rules 8b-1 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 Gifts to Respondents

No payment or gift to respondents is provided.

10.

Assurance of Confidentiality

No assurance of confidentiality is provided.
11.

Sensitive Questions

No questions of a sensitive nature are involved.
12.

Estimate of Hour Burden

The Division believes that it is appropriate to estimate the total respondent burden
associated with preparing each registration statement form rather than attempting to isolate the
impact of the procedural instructions under Section 8(b) of the Investment Company Act, which

-5impose 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 Division of Investment
Management is, however, submitting an hourly burden estimate of one hour for administrative
purposes.
13.

Estimate of Total Annual Cost Burden

The Division believes that it is appropriate to estimate the total annual cost burden
associated with the preparation of each registration form rather than attempting to isolate the
impact of the procedural instruction under Section 8(b), which impose burdens only in the
context of the preparation of the various registration 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.

Estimate of Cost to the Federal Government

The Commission is not submitting an estimate of the cost of reviewing any information
collected as a result of the rules under Section 8(b) of the Investment Company Act. The
Commission reviews any information required to be disclosed by rules 8b-1 to 8b-33 in the
context of reviewing registration statements. Rather than separately estimating the cost of
reviewing any information required by rules 8b-1 to 8b-33, the Commission will include that
cost in its estimate of the cost of reviewing individual registration forms.

-615.

Explanation of Changes in Burden

There has been no change in burden hours.
16.

Information Collection Planned for Statistical Purposes

This collection is not used for statistical purposes.
17.

Approval to not Display Expiration Date

We request authorization to omit the expiration date on the electronic version of this form
for design and IT project scheduling reasons. The OMB control number will be displayed.

18.

Exceptions to Certification Statement

This collection complies with the requirements in 5 CFR 1320.9.

B.

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