[Federal Register Volume 60, Number 35 (Wednesday, February 22, 1995)]
[Notices]
[Pages 9871-9875]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-4237]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 33-7137, File No. S7-6-95]


Securities Uniformity; Annual Conference on Uniformity of 
Securities Law

agency: Securities and Exchange Commission.

action: Publication of release announcing issues to be considered at a 
conference on uniformity of securities laws and requesting written 
comments.

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summary: In conjunction with a conference to be held on March 27, 1995, 
the Commission and the North American Securities Administrators 
Association, Inc. today announced a request for comments on the 
proposed agenda for the conference. This meeting is intended to carry 
out the policies and purposes of section 19(c) of the Securities Act of 
1933, adopted as part of the Small Business Investment Incentive Act of 
1980, to increase uniformity in matters concerning state and federal 
regulation of securities, to maximize the effectiveness of securities 
regulation in promoting investor protection, and to reduce burdens on 
capital formation through increased cooperation between the Commission 
and the state securities regulatory authorities.

dates: The conference will be held on March 27, 1995. Written comments 
must be received on or before March 22, 1995 in order to be considered 
by the conference participants.

addresses: Written comments should be submitted in triplicate by March 
22, 1995 to Jonathan G. Katz, Secretary, Securities and Exchange 
Commission, 450 5th Street NW., Washington, DC 20549. Comments should 
refer to File No. S7-6-95 and will be available for public inspection 
at the Commission's Public Reference Room, 450 5th Street NW., 
Washington, DC 20549.

for further information contact: William E. Toomey or Richard K. Wulff, 
Office of Small Business Policy, Division of Corporation Finance, 
Securities and Exchange Commission, 450 5th Street NW., Washington, DC 
20549, (202) 942-2950.

SUPPLEMENTARY INFORMATION:

I. Discussion

    A dual system of federal-state securities regulation has existed 
since the adoption of the federal regulatory structure in the 
Securities Act of 1933 (the ``Securities Act'').\1\ Issuers attempting 
to raise capital through securities offerings, as well as participants 
in the secondary trading markets, are responsible for complying with 
the federal securities laws as well as all applicable state laws and 
regulations. It has long been recognized that there is a need to 
increase uniformity between federal and state regulatory systems, and 
to improve cooperation among those regulatory bodies so that capital 
formation can be made easier while investor protections are retained.

    \1\15 U.S.C. 77a et seq.
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    The importance of facilitating greater uniformity in securities 
regulation was endorsed by Congress with the [[Page 9872]] enactment of 
section 19(c) of the Securities Act in the Small Business Investment 
Incentive Act of 1980.\2\ Section 19(c) authorizes the Commission to 
cooperate with any association of state securities regulators which can 
assist in carrying out the declared policy and purpose of section 
19(c). The policy of that section is that there should be greater 
federal and state cooperation in securities matters, including: (1) 
Maximum effectiveness of regulation; (2) maximum uniformity in federal 
and state standards; (3) minimum interference with the business of 
capital formation; and (4) a substantial reduction in costs and 
paperwork to diminish the burdens of raising investment capital, 
particularly by small business, and a reduction in the costs of the 
administration of the government programs involved. In order to 
establish methods to accomplish these goals, the Commission is required 
to conduct an annual conference. The 1995 meeting will be the twelfth 
such conference.

    \2\Pub. L. 96-477, 94 Stat. 2275 (October 21, 1980).
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II. 1995 Conference

    The Commission and the North American Securities Administrators 
Association, Inc. (``NASAA'')\3\ are planning the 1995 Conference on 
Federal-State Securities Regulation (the ``Conference'') to be held 
March 27, 1995 in Washington, DC. At the Conference, representatives 
from the Commission and NASAA will form into working groups in the 
areas of corporation finance, market regulation, investment management, 
and enforcement, to discuss methods of enhancing cooperation in 
securities matters in order to improve the efficiency and effectiveness 
of federal and state securities regulation. Generally, attendance will 
be limited to representatives of the Commission and NASAA in an effort 
to promote frank discussion. However, each working group in its 
discretion may invite certain self-regulatory organizations to attend 
and participate in certain sessions.

    \3\NASAA is an association of securities administrators from 
each of the 50 states, the District of Columbia, Puerto Rico, Mexico 
and twelve Canadian Provinces and Territories.
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    Representatives of the Commission and NASAA currently are 
formulating an agenda for the Conference. As part of that process the 
public, securities associations, self-regulatory organizations, 
agencies, and private organizations are invited to participate through 
the submission of written comments on the issues set forth below. In 
addition, comment is requested on other appropriate subjects sought to 
be included in the Conference agenda. All comments will be considered 
by the Conference attendees.

III. Tentative Agenda and Request for Comments

    The tentative agenda for the Conference consists of the following 
topics in the areas of corporation finance, investment management, 
market regulation and oversight, and enforcement.

(1) Corporation Finance Issues

a. Forward-looking Information
    On October 13, 1994, the Commission issued a concept release\4\ 
regarding disclosure of forward-looking information and the 
effectiveness of the safe harbor provisions for that type of 
disclosure.\5\ The concept release requests comment from the public on 
various alternatives to the safe harbor provisions that have been 
proposed by several people. In addition, the Commission will hold 
public hearings in Washington, DC and in San Francisco, California on 
February 13 and 16, 1995, respectively, concerning these issues. The 
conference participants will discuss and consider the issues regarding 
the use of forward-looking information in disclosure documents and the 
Commission's safe harbor provisions.

    \4\Securities Act Release No. 7101 (October 13, 1994) (59 FR 
52723).
    \5\See Securities Act Rule 175, 17 CFR 230.175; Securities 
Exchange Act Rule 3b-6, 17 CFR 240.3b-6.
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b. Uniform Limited Offering Exemption
    Congress specifically acknowledged the need for a uniform limited 
offering exemption in enacting section 19(c) of the Securities Act and 
authorized the Commission to cooperate with NASAA in its development. 
The Commission working with the states toward this goal, developed Rule 
505 of Regulation D, the federal exemption for certain limited 
offerings, while NASAA crafted the complementary Uniform Limited 
Offering Exemption (``ULOE'').
    ULOE provides the framework for a uniform exemption from state 
registration for certain issues of securities which would be exempt 
from federal registration by virtue of Regulation D. To date, more than 
half the states have adopted some form of ULOE. Both the Commission and 
NASAA continue to make a concerted effort toward its universal 
adoption. The conferees will discuss the continued usefulness of ULOE, 
as well as possible steps to encourage its adoption by the remaining 
states. Further, consideration will be given to whether there are 
alternative exemptive methods which might be suitable for coordination 
among the states and the federal system, either within or outside of 
the ULOE framework.
c. Small Business Initiative
    On July 30, 1992, the Commission adopted a number of rulemaking 
changes, often described as the Small Business Initiative, which were 
designed to streamline and simplify the Commission's regulatory system 
applicable to the public sale of securities by small businesses, and to 
provide new opportunities for investors, consistent with the 
Commission's obligations to protect such investors.\6\ Among other 
things, the ceiling for the Regulation A exemption was raised from 
$1,500,000 to $5,000,000, and issuers contemplating a Regulation A 
offering were, for the first time, permitted to use a written document 
to ``test the waters'' for investor interest prior to assuming the 
expense of an offering.

    \6\Securities Act Release No. 6949 (July 30, 1992) (57 FR 
36442).
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    The participants will discuss the impact of these changes, and the 
need for any additional exemptive relief in the small business area. 
The participants will also review their experience with amended 
Regulation A and the use of ``test the waters'' documents.
    Public comment is invited on the efficacy of the Small Business 
Initiative as a whole. Comment is also sought with respect to any other 
exemptions that might be developed to enhance the ability of small 
issuers to raise capital, while protecting legitimate interests of 
investors.
d. Disclosure Policy and Standards
    The Commission regularly reviews and revises its policies with 
regard to the most appropriate methods of ensuring the disclosure of 
material information to the public. Coordination of this effort with 
the states has been extremely helpful. Commenters are invited to 
discuss areas, and particularly whether or not there are particular 
industries, where federal-state cooperation in addressing disclosure 
standards could be of special significance as well as any ways in which 
federal-state cooperation could be improved. Comment is also sought on 
the application of plain language principles to disclosure documents 
that are becoming increasingly lengthy and complex. [[Page 9873]] 
e. Multinational Securities Offerings
    The Commission has recently adopted a number of changes to its 
rules and forms designed to facilitate access by foreign issuers to the 
U.S. capital markets. On April 19, and December 13, 1994, the 
Commission adopted amendments designed to streamline the registration 
and reporting process for foreign companies accessing the U.S. public 
markets by expanding the availability of short-form and shelf 
registration and streamlining the reconciliation and reporting 
requirements.\7\ Comment is specifically requested on ways to 
coordinate federal and state treatment of multinational offerings.

    \7\Securities Act Release No. 7053 (April 19, 1994) (59 FR 
21644); Securities Act Release Nos. 7117, 1778, 7119 (December 13, 
1994) (59 FR 65628, 59 FR 65632, 59 FR 65637).
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f. Debt Market Initiatives
    On November 10, 1994, the Commission adopted amendments to Rule 
15c2-12 under the Securities Exchange Act of 1934 (``Exchange Act'') 
that are intended to improve disclosure in the secondary market for 
municipal securities.\8\ The amendments prohibit a municipal securities 
dealer from underwriting an issue of municipal securities unless the 
issuer undertakes to provide annual financial information and notices 
of material events to the market by lodging that information with 
informational repositories. The amendments also prohibit the 
recommendation of a municipal security unless the dealer has procedures 
in place to provide reasonable assurance that it will receive promptly 
any event notices with respect to that security.

    \8\Securities Exchange Act Release No. 34961 (November 10, 1994) 
(59 FR 59390).
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    The amendments follow upon a March 9, 1994 interpretive release 
issued by the Commission that addressed the disclosure obligations of 
issuers and other market participants under the antifraud provisions of 
the federal securities laws in both the primary and secondary markets 
for municipal securities.\9\

    \9\Securities Exchange Act Release No. 33741 (March 9, 1994) (59 
FR 12748).
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    The Conference participants will discuss these developments and 
other matters with respect to municipal securities. In addition, they 
will discuss the Commission's recent proposals concerning disclosure of 
security ratings.\10\

    \10\Securities Act Release No. 7086 (August 31, 1994) (59 FR 
46314).
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g. Derivatives
    Derivatives are financial or commodity instruments which derive 
their value from an interest rate, equity price, market or other 
defined index, foreign currency exchange rate, commodity price of other 
identified measure. While derivatives typically are described as 
including futures, forwards, swaps and options, other instruments such 
as structured notes, interest-only and principal-only strips, inverse 
floaters and indexed debt and equity instruments are included in the 
broader definition of derivatives because they have similar risk 
characteristics. Recently published data indicate that the notional 
amount of derivatives worldwide exceeds $12 trillion.
    Investments in derivative and similar instruments expose investors 
to potential gains or losses linked to the changes in the underlying 
variable. The increasing complexity and widespread use of derivatives 
for trading and risk management purpose has generated widespread 
interest. In 1994 a number of corporate issuers, investment companies 
and municipalities experienced significant losses on derivative 
instruments and structured instruments. The Commission has undertaken a 
number of initiatives to address disclosure, accounting and sales 
practices involving derivatives and similar instruments. Conferees will 
discuss the application of federal and state securities laws to 
derivatives and similar instruments as well as disclosure issues 
relating to issuances of and investments in these instruments.

(2) Market Regulation Issues

a. Central Registration Depository (``CRD'')
    The CRD is a computerized filing and data processing system 
operated by the NASD that maintains information concerning registered 
broker-dealers and their associated persons. The NASD is currently in 
the process of implementing a comprehensive plan to redesign the CRD. 
The redesigned system, which is expected to be fully operational in 
1996, will be expanded to enhance its regulatory function for use by 
the states, self-regulatory organizations, and the Commission. Among 
the improvements anticipated are (1) Streamlined presentation and 
capture of data, (2) better access to information (e.g., the ability to 
create and retrieve standardized and specialized computer searches), 
and (3) electronic filing of uniform Forms U-4, U-5, and BD, discussed 
below.
    The participants will discuss the status of the CRD redesign 
project, as well as issues relating to operation of the existing CRD 
system.
b. Forms Revision
    In connection with the CRD redesign, NASAA has adopted amendments 
to Form U-4,\11\ the uniform form for registration of associated 
persons of a broker-dealer. The revisions to Form U-4 respond to 
certain recommendations addressed in the CRD redesign and primarily are 
designed to facilitate the conversion of data from the existing CRD 
system to the newly designed CRD. The Commission recently has proposed 
for public comment similar amendments to Form BD, the uniform broker-
dealer registration form under the Exchange Act.\12\ The proposed 
revisions to Form BD are intended to facilitate retrieval of 
disciplinary information by eliciting more precise information about 
broker-dealers and their securities business, and by reorganizing 
disclosure items into related categories.

    \11\See NASAA Reports (CCH) 4161 (1994).
    \12\Securities Exchange Act Release No. 35224 (Jan. 12, 1995), 
(60 FR 4040).
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    The participants will discuss issues relating to the revisions to 
Forms U-4 and BD, including the disclosure of customer complaint 
history of registered personnel of broker-dealers and issues raised by 
the comment letters on the proposed amendments to Form BD.
c. Bank Securities Activities
    The NASD recently has proposed rules that would govern the conduct 
of member broker-dealers operating on financial institution 
premises.\13\ The proposed rules respond to concerns expressed by NASD 
members about the lack of clear guidance with respect to the activities 
of bank-affiliated broker-dealers and third-party broker-dealers 
operating on the premises of financial institutions pursuant to a 
networking arrangement. The NASD Notice to Members states that, as 
proposed, the rules adopt investor protection principles similar to 
those set forth in a recent no-action letter issued by the staff of the 
Commission,\14\ and an interagency statement issued by the four banking 
regulators (``Interagency Statement'').\15\ For example, consistent 
[[Page 9874]] with the staff no-action letter and the Interagency 
Statement, the rules would require members to enter into a written 
agreement with the financial institution that describes the 
responsibilities of the parties and the conditions of the agreement, 
including the physical location of the broker-dealer, customer 
disclosures, compensation, supervisory responsibilities, solicitation 
of customers, and communications with the public.

    \13\See NASD Notice To Members 94-94 (Dec. 1994).
    \14\See Letter re: Chubb Securities Corporation (Nov. 24, 1994).
    \15\See Interagency Statement On Retail Sales Of Nondeposit 
Investment Products, Board of Governors of the Federal Reserve 
System, Federal Deposit Insurance Corporation, Office of The 
Comptroller of the Currency, and Office of Thrift Supervision, (Feb. 
15, 1994).
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    The participants will discuss these proposed rules and other 
concerns raised by sales of securities on the premises of financial 
institutions, including inspections by banking and securities 
regulators and licensing of financial institution salespersons.
d. Municipal Securities
    The Commission has been working with Congress, other regulators, 
and industry participants on a number of issues relating to the 
municipal securities market, including ways of improving dissemination 
of disclosure in the primary and secondary markets. As indicated in the 
Corporation Finance portion of this tentative agenda, the Commission 
recently adopted amendments to Rule 15c2-12 in furtherance of this 
goal.\16\

    \16\See notes 8 and 9 supra and accompanying text.
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    The Commission also adopted amendments to Rule 10b-10,\17\ which 
will require brokers-dealers to disclose (1) When a debt security is 
not rated by a nationally recognized statistical rating organization; 
(2) if they are not members of the Securities Investor Protection 
Corporation (except, in limited circumstances, for transactions in 
mutual fund shares); (3) the availability of information with respect 
to transactions in collateralized debt securities; and (4) the amount 
of any mark-ups and mark-downs in certain NASDAQ and regional exchange-
listed securities that are subject to last sale reporting. In a related 
release, the Commission adopted Rule 11Ac1-3 and amendments to Rule 
10b-10, which, together, will require broker-dealers to disclose on 
customer confirmations, account statements, and new accounts documents 
whether payment for order flow is received by the broker-dealer for 
transactions in certain securities and the fact that the source and 
nature of the compensation received will be furnished upon written 
request.\18\

    \17\Securities Exchange Act Release No. 34962 (Nov. 10, 1994), 
(59 FR 59612).
    \18\Securities Exchange Act Release No. 34902 (Oct. 27, 1994), 
(59 FR 55006).
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    The participants will discuss how Rule 11Ac1-3 and amendments to 
Rules 10b-10 and 15c2-12 will affect the securities industry. In 
addition, the participants will discuss the progress made by the 
Municipal Securities Rulemaking Board and the Public Securities 
Association toward enhanced price transparency in the municipal 
securities market.
e. Sales Practice Activities
    In May of last year, the Commission released the findings of the 
Large Firm Project. The Project involved a review of the hiring, 
supervisory, and retention practices at nine of the country's largest 
retail brokerage firms conducted by the Commission, the NYSE and the 
NASD. As a result of the Project, the Commission staff proposed a 
number of recommendations to strengthen broker-dealer compliance 
systems, enhance SRO efforts, and reinforce the Commission's principal 
mandate of investor protection. The participants will discuss the 
status of those recommendations, as well as other initiatives resulting 
from the Large Firm Project, including Commission policy on re-entry 
into the securities industry of individuals subject to a Commission 
bar.
    The Commission is in the process of conducting another joint 
regulatory examination sweep in coordination with the NASD, the NYSE 
and NASAA. Rather than focus on particular large firms as the staff did 
during the Large Firm Project, during this sweep the staff will include 
firms of all sizes and will target so-called ``rogue'' or problem 
registered representatives throughout the industry. Participants will 
report on the status of the current sweep.
f. Cold Calling
    Broker-dealers, like all firms engaged in telemarketing, are 
subject to the Telephone Consumer Protection Act of 1991 and a Federal 
Communications Commission (``FCC'') rule promulgated thereunder.\19\ 
Pursuant to the FCC rule, telemarketers must establish time-of-day 
restrictions, ``do-not-call'' lists, training requirements, supervisory 
procedures, and identification requirements. Moreover, in August 1994, 
new legislation entitled the Telemarketing and Consumer Fraud and Abuse 
Prevention Act was passed that will require the Federal Trade 
Commission (``FTC'') to enact cold-calling rules and to direct the SEC 
to adopt substantially similar rules within six months of the FTC 
rules.

    \19\Pub. L. No. 102-243, 105 Stat. 2394 (1991) (codified at 47 
U.S.C. 227 (1992)); 47 CFR 64.1200 (1992).
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    The Commission has been considering various methods to curtail 
abusive cold-calling practices in the securities industry and will 
discuss with participants what actions might be taken in advance of the 
FTC rules.
g. Continuing Education
    The Industry/Regulatory Council on Continuing Education, composed 
of representatives from the SROs, a cross-section of firms, and 
liaisons from NASAA and the SEC, is developing a continuing education 
curriculum to improve practices throughout the industry. Under the 
Council's proposed program, every broker-dealer will be required to 
provide its registered representatives and first-line supervisors with 
annual continuing education relating to products and services. In 
addition, the Council proposed that all registered representatives who 
have been registered less than ten years or who have been the subject 
of serious disciplinary action receive compliance, ethics, and sales 
practice training. Two working committees are developing the elements 
of the program. The committees have drafted enabling rules and designed 
the program structure, content, and delivery mechanisms. The Council 
received approval of the rules on February 8, 1995 and expects to 
implement the program in July 1995. Participants will discuss issues 
involved in implementing the continuing education program.
h. Three Day Settlement
    In October 1993, the Commission adopted Rule 15c6-1 which will 
become effective June 7, 1995. The rule establishes three business days 
as the standard settlement time frame for most broker-dealer 
transactions. Since the date of adoption, many broker-dealers have been 
encouraging their retail customers to leave securities in street name 
and to open up money management accounts in order to meet the three day 
settlement requirements. While this practice is acceptable, it is a 
misrepresentation to state that the rule requires customers to leave 
assets with broker-dealers. The participants will discuss potentially 
abusive sales practices used by broker-dealers including 
misrepresentation of the requirements of the rule.

(3) Investment Management Issues

a. Investment Company Disclosure
    Over the last decade, investment company assets--particularly 
assets [[Page 9875]] invested in open-end investment companies, or 
``mutual funds''--have grown steadily. The conferees will discuss a 
number of Commission initiatives aimed at improving disclosure to 
mutual fund investors.
    The conferees will discuss ways to improve the quality of 
information regarding mutual funds available to investors, particularly 
less experienced investors, as well as federal and state efforts toward 
more uniform federal and state investment company disclosure 
requirements. The conferees will also discuss the steps they are taking 
to examine and to improve the clarity and adequacy of mutual fund 
prospectuses.
    In response to a request from certain members of Congress, the 
Division of Investment Management prepared a study dated September 26, 
1994 on the use of derivatives by mutual funds. As part of its study, 
the Division recommended that the Commission consider seeking public 
comment in early 1995 on alternatives for improving risk disclosure in 
mutual fund prospectuses. The conferees are expected to discuss issues 
relating to investment company risk disclosure, including the possible 
use of quantitative risk measurement. In addition, the conferees will 
discuss ways to facilitate investor access to information about 
portfolio securities held by funds.
    The Commission recently proposed rule and form amendments relating 
to the reporting of expenses by investment companies.\20\ The proposed 
amendments would require an investment company to reflect as expenses 
in its financial statement certain liabilities of the company paid by 
broker-dealers in connection with the allocation of the company's 
brokerage transactions to the broker-dealers. The amendments are 
intended to enhance the information provided to investors so that they 
may better assess investment company expenses and performance. The 
conferees are expected to discuss this proposal and the comments that 
the Commission has received.

    \20\Investment Company Act Release No. 20472 (Aug. 11, 1994) (59 
FR 42187) (proposing amendments to Rule 6-07 of Regulation S-X).
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    In October of 1994, the Commission adopted significant revisions to 
the proxy rules applicable to funds.\21\ The amended rules are the 
first significant revisions to the fund proxy rules since 1960 and 
reflect the Commission's commitment to improved disclosure for fund 
shareholders. The conferees are expected to discuss the revised rules.

    \21\Investment Company Act Release No. 20614 (Oct. 13, 1994) (59 
FR 52689).
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b. Investment Advisers
    On March 16, 1994, the Commission proposed two new rules under the 
Investment Advisers Act of 1940 (``Advisers Act'').\22\ One of these 
rules would expressly prohibit investment advisers from making 
unsuitable recommendations to clients; the other proposed rule would 
prohibit registered investment advisers from exercising investment 
discretion over client accounts unless they reasonably believe that the 
custodians of those accounts send account statements to the clients at 
least quarterly. The conferees will discuss the status of the proposed 
rules.

    \22\Investment Advisers Act Release No. 1406 (March 16, 1994) 
(59 FR 13464).
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    The conferees will also discuss ways in which the Commission and 
the states can coordinate their respective investment adviser 
inspection programs and efforts to identify investment advisers that 
have failed to register as such with the Commission or the appropriate 
state authorities.

(4) Enforcement Issues

    In addition to the above-stated topics, the state and federal 
regulators will discuss various enforcement-related issues which are of 
mutual interest.

(5) Investor Education

    Recently, the Commission announced a number of initiatives to aid 
investors in understanding how to invest wisely and protect themselves 
from abusive and fraudulent industry practices. The States and NASAA 
have a longstanding commitment to investor education and the Commission 
is intent on coordinating and complementing those efforts to the 
greatest extent possible. The participants at the conference will 
discuss investor education and potential joint projects in each of the 
working group sessions. They will specifically consider the results of 
recent Commission activities in this area: Information generated at a 
series of town meetings and investor forums; public reaction to a new 
toll-free information line for investors and a new electronic bulletin 
board which provides information about the Commission and its 
responsibilities; the usefulness of other explanatory informational 
materials, including new pamphlets provided by the Commission to the 
public; and the progress of Commission efforts to develop ``plain 
English'' instructions for mandatory disclosure items, and guidelines 
for simpler summaries of information in required filings. Future 
projects to be considered will include the following: (1) Developing an 
``Investor Information Kit'' for novice or unsophisticated investors 
that includes basic information that every investor should know in an 
easy-to-use format; (2) developing a model curriculum for high school 
classes and adult seminars on the basics of how to invest wisely and 
what to do if a problem arises; and (3) designing a distribution plan 
for Commission educational products to assure that information is 
provided to investors when they are in the process of making major 
investment decisions and most likely to need such information.

(6) General

    There are a number of matters which are applicable to all, or a 
number, of the areas noted above. These include EDGAR, the Commission's 
electronic disclosure system, rulemaking procedures, training and 
education of staff examiners and analysts and sharing of information.
    The Commission and NASAA request specific public comments and 
recommendations on the above-mentioned topics. Commenters should focus 
on the agenda but may also discuss or comment on other proposals which 
would enhance uniformity in the existing scheme of state and federal 
regulations, while helping to maintain high standards of investor 
protection.

    Dated: February 15, 1995.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-4237 Filed 2-21-95; 8:45 am]
BILLING CODE 8010-01-M