[Federal Register Volume 77, Number 233 (Tuesday, December 4, 2012)]
[Proposed Rules]
[Pages 71743-71746]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-29149]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Chapter II
[Release Nos. 33-9370, 34-68309, 39-2487, IA-3506, IC-30282; File No.
S7-12-12]
List of Rules To Be Reviewed Pursuant to the Regulatory
Flexibility Act
AGENCY: Securities and Exchange Commission.
ACTION: Publication of list of rules scheduled for review.
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SUMMARY: The Securities and Exchange Commission is publishing a list of
rules to be reviewed pursuant to Section 610 of the Regulatory
Flexibility Act. The list is published to provide the public with
notice that these rules are
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scheduled for review by the agency and to invite public comment on
them.
DATES: Comments should be submitted by January 3, 2013.
ADDRESSES: Comments may be submitted by any of the following methods:
Electronic Comments
Use the Commission's Internet comment form (http://www.sec.gov/rules/other.shtml); or
Send an email to [email protected]. Please include
File Number S7-12-12 on the subject line; or
Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090. All submissions should refer to File No. S7-
12-12. This file number should be included on the subject line if email
is used. To help us process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/other.shtml). Comments also are available for Web site 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
10:00 a.m. and 3:00 p.m. All comments received will be posted without
change; we do not edit personal identifying information from
submissions. You should submit only information that you wish to make
available publicly.
FOR FURTHER INFORMATION CONTACT: Anne Sullivan, Office of the General
Counsel, 202-551-5019.
SUPPLEMENTARY INFORMATION: The Regulatory Flexibility Act (``RFA''),
codified at 5 U.S.C. 600-611, requires an agency to review its rules
that have a significant economic impact upon a substantial number of
small entities within ten years of the publication of such rules as
final rules. 5 U.S.C. 610(a). The purpose of the review is ``to
determine whether such rules should be continued without change, or
should be amended or rescinded * * * to minimize any significant
economic impact of the rules upon a substantial number of such small
entities.'' 5 U.S.C. 610(a). The RFA sets forth specific considerations
that must be addressed in the review of each rule:
The continued need for the rule;
The nature of complaints or comments received concerning
the rule from the public;
The complexity of the rule;
The extent to which the rule overlaps, duplicates or
conflicts with other federal rules, and, to the extent feasible, with
state and local governmental rules; and
The length of time since the rule has been evaluated or
the degree to which technology, economic conditions, or other factors
have changed in the area affected by the rule. 5 U.S.C. 610(c).
The Securities and Exchange Commission, as a matter of policy,
reviews all final rules that it published for notice and comment to
assess not only their continued compliance with the RFA, but also to
assess generally their continued utility. The list below is therefore
broader than that required by the RFA, and may include rules that do
not have a significant economic impact on a substantial number of small
entities. Where the Commission has previously made a determination of a
rule's impact on small businesses, the determination is noted on the
list.
The Commission particularly solicits public comment on whether the
rules listed below affect small businesses in new or different ways
than when they were first adopted. The rules and forms listed below are
scheduled for review by staff of the Commission during the next twelve
months. The list includes rules from 2001. When the Commission
implemented the Act in 1980, it stated that it ``intend[ed] to conduct
a broader review [than that required by the RFA], with a view to
identifying those rules in need of modification or even rescission.''
Securities Act Release No. 6302 (Mar. 20, 1981), 46 FR 19251 (Mar. 30,
1981).
List of Rules To Be Reviewed
Title: Role of Independent Directors of Investment Companies.
Citation: 17 CFR 270.2a19-3; 17 CFR 270.10e-1; 17 CFR 270.32a-4.
Authority: 15 U.S.C. 80a-6(c), 80a-10(e), 80a-29(e), 80a-30,
80a-37(a).
Description: Rule 2a19-3 under the Investment Company Act (``Act'')
exempts an individual from being disqualified as an independent
director of a registered investment company (``Fund'') solely because
he or she owns shares of an index fund that invests in the investment
adviser or underwriter of the Fund, or their controlling persons. The
exemption permits a director of a Fund to own shares of a registered
investment company (including the Fund on which it serves) whose
investment objective is to replicate the performance of one or more
broad-based securities indices.
Rule 10e-1 under the Act suspends temporarily the board composition
requirements of the Act and rules thereunder, if a Fund fails to meet
those requirements by reason of the death, disqualification, or bona
fide resignation of a director. Rule 10e-1 suspends the board
composition requirements for 90 days if the board can fill the director
vacancy, or 150 days if a shareholder vote is required to fill the
vacancy.
Rule 32a-4 under the Act exempts Funds from the Act's requirement
that shareholders vote on the selection of the Fund's independent
public accountant if the Fund (i) establishes an audit committee
composed solely of independent directors that oversees the fund's
accounting and auditing processes; (ii) adopts an audit committee
charter setting forth the committee's structure, duties, powers, and
methods of operation, or sets out similar provisions in the Fund's
charter or bylaws; and (iii) maintains a copy of such audit committee
charter.
Prior Commission Determination Under 5 U.S.C. 604: A Final
Regulatory Flexibility Analysis was prepared in accordance with 5
U.S.C. 604 in conjunction with the adoption of Release No. IC-24816,
which was approved by the Commission on January 2, 2001. Comments on
the proposing release and any comments on the Initial Regulatory
Flexibility Analysis were considered at that time.
Title: Rule 35d-1.
Citation: 17 CFR 270.35d-1.
Authority: 15 U.S.C. 80a-8, 80a-29, 80a-33, 80a-34, and 80a-37.
Description: Rule 35d-1 under the Act requires that an investment
company with a name that suggests that the company focuses its
investments in a particular type of investment (e.g., the ABC Stock
Fund or XYZ Bond Fund), country or geographic region (e.g., The ABC
Japan Fund or The XYZ Latin America Fund), or a particular industry
(e.g., the ABC Utilities Fund or the XYZ Health Care Fund) invest at
least 80% of its assets in the type of investment suggested by the
name. Rule 35d-1 also addresses names that indicate that a Fund's
distributions are exempt from income tax or that its shares are
guaranteed or approved by the United States government.
Prior Commission Determination Under 5 U.S.C. 604: A Final
Regulatory Flexibility Analysis was prepared in accordance with 5
U.S.C. 604 in conjunction with the adoption of Release No. IC-24828,
which was approved by the Commission on January
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17, 2001. Comments on the proposing release and any comments on the
Initial Regulatory Flexibility Analysis were considered at that time.
Title: Integration of Abandoned Offerings.
Citation: 17 CFR 230.155, 17 CFR 230.429, 17 CFR 230.457, 17 CFR
230.477.
Authority: 15 U.S.C. 77b, 15 U.S.C. 77f, 15 U.S.C. 77g, 15
U.S.C. 77h, 15 U.S.C. 77j, 15 U.S.C. 77s, and 15 U.S.C. 77z-3.
Description: Rule 155 provides safe harbors for a registered
offering following an abandoned private offering, or a private offering
following an abandoned registered offering, without integrating the
registered and private offerings in either case. The rule amendments
facilitate reliance on the public-to-private safe harbor by providing
automatic effectiveness for any application to withdraw an entire
registration statement before it becomes effective, permitting filing
fees to be offset from withdrawn registration statements and providing
other technical changes to the calculation of filing fees in order to
reduce the financial risk of a registered offering that is withdrawn.
Prior Commission Determination Under 5 U.S.C. 604: A Final
Regulatory Flexibility Analysis was prepared in accordance with 5
U.S.C. 604 in conjunction with Release No. 33-7943, approved by the
Commission on January 26, 2001, which adopted the rule and rule
amendments. Comments on the proposing release were considered at that
time. The Commission solicited comments concerning the impact on small
entities and the Regulatory Flexibility Act certification, but received
no comments.
Title: Electronic Submission of Securities Transaction Information
by Exchange Members, Brokers, and Dealers.
Citation: 17 CFR 240.17a-25.
Authority: 15 U.S.C. 78a et seq.
Description: Rule 17a-25 requires brokers and dealers to submit
electronically to the Commission, upon request, information on customer
and firm securities trading. Rule 17a-25 is designed to improve the
Commission's capacity to analyze electronic submissions of transaction
information, thereby facilitating Commission enforcement investigations
and other trading reconstructions.
Prior Commission Determination Under 5 U.S.C. 604: A Final
Regulatory Flexibility Analysis was prepared in accordance with 5
U.S.C. 604 in conjunction with the adoption of Release No. 34-44494,
which was issued by the Commission on June 29, 2001. Comments on the
proposing release and any comments on the Initial Regulatory
Flexibility Analysis were considered at that time.
Title: Rule 5b-3.
Citation: 17 CFR 270.5b-3.
Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39,
unless otherwise noted.
Description: Rule 5b-3 under the Investment Company Act permits
investment companies to treat a repurchase agreement as an acquisition
of the underlying collateral, subject to certain conditions, in
determining whether it is in compliance with the investment criteria
for diversified funds set forth in section 5(b)(1) of the Act and the
prohibition on fund acquisition of an interest in a broker-dealer in
section 12(d)(3) of the Act. Rule 5b-3 also permits an investment
company to treat the acquisition of a refunded security (which is a
debt security whose principal and interest payments are to be paid by
U.S. government securities that have been placed in an escrow account
and are pledged only to the payment of the debt security) as an
acquisition of the escrowed government securities, subject to certain
conditions, for purposes of the diversification requirements of section
5(b)(1) of the Act.
Prior Commission Determination Under 5 U.S.C. 604: A Final
Regulatory Flexibility Analysis was prepared in accordance with 5
U.S.C. 604 in conjunction with the adoption of rule 5b-3 in Release No.
IC-25058, which was approved by the Commission on July 5, 2001.
Comments on the proposing release and any comments on the Initial
Regulatory Flexibility Analyses were considered at that time.
Title: Registration of National Securities Exchanges Pursuant to
Section 6(g) of the Securities Exchange Act of 1934 and Proposed Rule
Changes of Certain National Securities Exchanges and Limited Purpose
National Securities Associations.
Citation: 17 CFR 240.6a-2, 17 CFR 240.6a-3, 17 CFR 240.6a-4, 17 CFR
240.19b-4, 17 CFR 240.19b-7, 17 CFR 249.10, 17 CFR 249.819; 17 CFR
249.822.
Authority: 15 U.S.C. 78a et seq.
Description: The Commission adopted Rule 6a-4 under the Exchange
Act and registration Form 1-N prescribing the requirements for
designated contract markets and derivative transaction execution
facilities to register as national securities exchanges pursuant to
Section 6(g)(1) of the Exchange Act to trade security futures products.
The Commission also adopted conforming amendments to Rules 6a-2 and 6a-
3 under the Exchange Act and Rule 202.3 of the Commission's procedural
rules. In addition, the Commission adopted Rule 19b-7, Form 19b-7, and
amendments to Rule 19b-4 and Form 19b-4 to accommodate proposed rule
changes submitted by national securities exchanges registered pursuant
to Section 6(g) of the Exchange Act and limited purpose national
securities associations registered pursuant to Section 15A(k) of the
Exchange Act. These rules and forms, and amendments to existing rules
and forms, were necessary to implement the Commodity Futures
Modernization Act of 2000.
Prior Commission Determination Under 5 U.S.C. 605: Pursuant to 15
U.S.C. 605(b), the Chairman of the Commission certified that the
adopted rules, forms, and conforming amendments would not have a
significant economic impact on a substantial number of small entities.
This certification, including the reasons therefor, was attached to
Proposing Release No. 34-44279 (May 8, 2001) as Appendix A. The
Commission solicited comments concerning the impact on small entities
and the Regulatory Flexibility Act certification, but received no
comments.
Title: Registration of Broker-Dealers Pursuant to Section 15(b)(11)
of the Securities Exchange Act of 1934.
Citation: 17 CFR 240.15a-10, 17 CFR 240.15b2-2, 17 CFR 15b11-1, 17
CFR Part 248, 17 CFR Part 249.
Authority: 15 U.S.C. 78a et seq.; 15 U.S.C. 6801 et seq.
Description: The Commission adopted the following rules to
implement provisions of the Commodity Futures Modernization Act of 2000
(``CFMA''). First, the Commission amended its broker-dealer
registration requirements and adopted a new form to implement Section
203 of the CFMA to allow futures commission merchants and introducing
brokers registered with the CFTC to register as broker-dealers by
filing a notice with the Commission for the limited purpose of
effecting transactions in security futures products. Second, the
Commission adopted an exemption from registration under Section 15(a)
of the Exchange Act to permit, subject to certain conditions, a broker-
dealer registered by notice to trade security futures products
regardless of the market on which the product was listed or traded.
Third, the Commission adopted amendments to Regulation S-P to revise
certain
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provisions of Regulation S-P in light of Section 124 of the CFMA, which
made the privacy provisions of the Gramm-Leach-Bliley Act applicable to
activity regulated by the CFTC. These amendments also permitted futures
commission merchants and introducing brokers registered by notice as
broker-dealers to comply with Regulation S-P by complying with the
CFTC's financial privacy rules.
Prior Commission Determination Under 5 U.S.C. 605: Pursuant to 15
U.S.C. 605(b), the Chairman of the Commission certified that the
proposed rules, forms, and conforming amendments would not have a
significant economic impact on a substantial number of small entities.
This certification, including the reasons therefore, was attached to
Proposing Release No. 34-44455 (June 20, 2001) as Appendix A. The
Commission solicited comments concerning the impact on small entities
and the Regulatory Flexibility Act certification, but received no
comments.
Title: Method for Determining Market Capitalization and Dollar
Value of Average Daily Trading Volume; Application of the Definition of
Narrow-Based Security Index.
Citation: 17 CFR 240.3a55-1, 17 CFR 240.3a55-2, 17 CFR 240.3a55-3.
Authority: 15 U.S.C. 78a et seq.
Description: The CFTC and the SEC (collectively, ``Commissions'')
adopted joint final rules to implement new statutory provisions enacted
by the Commodity Futures Modernization Act of 2000. Specifically, the
CFMA directed the Commissions to jointly specify by rule or regulation
the method to be used to determine ``market capitalization'' and
``dollar value of average daily trading volume'' for purposes of the
new definition of ``narrow-based security index,'' including exclusions
from that definition, in the Commodity Exchange Act and the Exchange
Act. The CFMA also directed the Commissions to jointly adopt rules or
regulations that set forth the requirements for an index underlying a
contract of sale for future delivery traded on or subject to the rules
of a foreign board of trade to be excluded from the definition of
``narrow-based security index.''
Prior Commission Determination Under 5 U.S.C. 605: Pursuant to 15
U.S.C. 605(b), the Chairman of the Commission certified that the rules
would not have a significant economic impact on a substantial number of
small entities. This certification was attached to Proposing Release
No. 34-44288 (May 9, 2001) as an Appendix. The Commission solicited
comments concerning the impact on small entities and the Regulatory
Flexibility Act certification, but received no comments.
Title: Options Disclosure Document.
Citation: 17 CFR 230.135b.
Authority: 15 U.S.C. 77b, 15 U.S.C. 77g, 15 U.S.C. 77j, 15
U.S.C. 77s, and 15 U.S.C. 77z-3.
Description: This rule clarifies that an options disclosure
document prepared in accordance with Commission rules under the
Securities Exchange Act of 1934 is not a prospectus and is not subject
to civil liability under Section 12(a)(2) of the Securities Act. This
amendment reduces legal uncertainty regarding whether such liability
applies to these documents by codifying a long-standing interpretive
position taken by the Division of Corporation Finance.
Prior Commission Determination Under 5 U.S.C. 605: Pursuant to the
Regulatory Flexibility Act (5 U.S.C. 605(b)), the Chairman of the
Commission certified at the proposal stage on July 1, 1998 in Release
No. 33-7550 that the rule revisions would not have a significant
economic impact on a substantial number of small entities. The
Commission solicited comments concerning the impact on small entities
and the Regulatory Flexibility Act certification, but received no
comments.
Dated: November 28, 2012.
By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2012-29149 Filed 12-3-12; 8:45 am]
BILLING CODE 8011-01-P