30 Day Notice

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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

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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

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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 (http://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).

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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

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CFR 200.30–3(a)(12).

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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)).

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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_
[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: 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.

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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

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