01-13159. Proposed Collection; Comment Request

Upon Written Request, Copy Available From: Securities and Exchange Commission, Office of Filings and Information Services, 450 Fifth Street, N.W., Washington, D.C. 20549.

Extension:

Form N-5, SEC File No. 270-172, OMB Control No. 3235-0169

Form N-8A, SEC File No. 270-135, OMB Control No. 3235-0175

Form N-8B-2, SEC File No. 270-186, OMB Control No. 3235-0186

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”) is soliciting comments on the collections of information summarized below. The Commission plans to submit these existing collections of information to the Office of Management and Budget for extension and approval.

Form N-5—Registration Statement of Small Business Investment Companies Under the Securities Act of 1933 and the Investment Company Act of 1940

Form N-5 is the integrated registration statement form adopted by the Commission for use by a small business investment company which has been licensed as such under the Small Business Investment Act of 1958 and has been notified by the Small Business Administration that the company may submit a license application, to register its securities under the Securities Act of 1933 [15 U.S.C. 77a et seq.] (“Securities Act”), and to register as an investment company under section 8 of the Investment Company Act of 1940 [15 U.S.C. 80a-1 et seq.] (“Investment Company Act”). The purpose of registration under the Securities Act is to ensure that investors are provided with material information concerning securities offered for public sale that will permit investors to make informed decisions regarding such securities. The Commission staff reviews the registration statements for the adequacy and accuracy of the disclosure contained therein. Without Form N-5, the Commission would be unable to carry out the requirements of the Securities Act and the Investment Company Act for registration of small business investment companies. The respondents to the collection of information are small business investment companies seeking to register under the Investment Company Act and to register their securities for sale to the public under the Securities Act. The estimated number of respondents is two and the proposed frequency of response is annually. The estimate of the total annual reporting burden of the collection of information is approximately 352 hours per respondent, for a total of 704 hours.

Form N-8A—Notification of Registration of Investment Companies

Form N-8A is the form that investment companies file to notify the Commission of the existence of active investment companies. After an investment company has filed its notification of registration under section 8(a) of the Investment Company Act, the company is then subject to the provisions which govern certain aspects of its organization and activities, such as the composition of its board of directors and the issuance of senior securities. Form N-8A requires an investment company to provide its name, state of organization, form of organization, classification, if it is a management company, the name and address of each investment adviser of the investment company, the current value of its total assets and certain other information readily available to the investment company. If the investment company is filing simultaneously its notification of registration and registration statement, Form N-8A requires only that the registrant file the cover page (giving its name, address and agent for service of process) and sign the form in order to effect registration.

The Commission uses the information provided in the notification on Form N-8A to determine the existence of active investment companies and to enable the Commission to administer the provisions of the Investment Company Act with respect to those companies. Each year approximately 263 investment companies file a notification on Form N-8A. The Commission estimates that preparing Form N-8A requires an investment company to spend approximately one hour so that the total burden of preparing Form N-8A for all affected investment companies is 263 hours.

Form N-8B-2—Registration Statement of Unit Investment Trusts That Are Currently Issuing Securities

Form N-8B-2 is the form used by unit investment trusts (“UITs”) that are currently issuing securities, including UITs that are issuers of periodic payment plan certificates and UITs of which a management investment company is the sponsor or depositor, to comply with the filing and disclosure requirements imposed by section 8(b) of the Investment Company Act. Form N-8B-2 requires disclosure about the organization of a UIT, its securities, the trustee, the personnel and affiliated persons of the depositor, the distribution and redemption of securities, and financial statements. The Commission uses the information provided in the collection of information to determine compliance with section 8(b) of the Investment Company Act.

Based on the Commission's industry statistics, the Commission estimates that there would be approximately 24 initial filings on Form N-8B-2 and 11 post-effective amendment filings to the form. The Commission estimates that each registrant filing an initial Form N-8B-2 would spend 44 hours in preparing and filing the form and that the total hour burden for all initial Form N-8B-2 filings would be 1,056 hours. Also, the Commission estimates that each UIT filing a post-effective amendment to Form N-8B-2 would spend 16 hours in preparing and filing the amendment and that the total hour burden for all post-effective amendments to the form would be 176 hours. By combining the total hour burdens estimated for initial Form N-8B-2 filings and post-effective amendments filings to the form, the Commission estimates that the total annual burden hours for all registrants on Form N-8B-2 would be 1,232.

Estimates of average burden hours are made solely for the purposes of the Paperwork Reduction Act, and are not derived from a comprehensive or even a representative survey or study of the costs of Commission rules and forms.

Written comments are invited on: (a) Whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency's estimate of the burden of the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication.

Please direct your written comments to Michael E. Bartell, Associate Executive Director, Office of Information Technology, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, D.C. 20549.

Dated: May 17, 2001.

Jonathan G. Katz,

Secretary.