The Commission is adopting rule 3a-4 under the Investment Company Act of 1940 to provide a nonexclusive safe harbor from the definition of investment company for certain programs under which investment advisory services are provided on a discretionary basis to a large number of advisory clients having relatively small amounts to invest. An investment advisory program that is organized and operated in accordance with the rule's provisions is not required to register as an investment company under the Investment Company Act of 1940, or to comply with the Act's requirements. In addition, such a program is not subject to the registration requirement under section 5 of the Securities Act of 1933.