Supporting Statement rules 8b-1 and 8b-33

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

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)].

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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

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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 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 smaller investment
insure that investors have clear and complete information upon which to base an
investment decision.
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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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 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 Gift

No payment or gift to respondents was provided.
10.

Assurance of Confidentiality

No assurance of confidentiality was provided.
11.

Sensitive Questions

No questions of a sensitive nature are involved. The information collection does not
include personally identifiable 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
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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.
13.

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 $19.8
million in fiscal year 2012, based on the Commission’s computation of the value of staff
time devoted to this activity and related overhead.
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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