November 7, 1990
TO: SEC RULES COMMITTEE NO. 58-90
INTERNATIONAL FUNDS TASK FORCE NO. 26-90
RE: DRAFT INSTITUTE COMMENT LETTER ON PROPOSED AMENDMENTS TO
RULE 6c-9
__________________________________________________________
As we previously informed you, the SEC has proposed
amendments to Rule 6c-9 under the 1940 Act. (See Memorandum to
SEC Rules Committee No. 45-90 and International Funds Task Force
No. 19-90, dated August 23, 1990.) Rule 6c-9 currently exempts
foreign banks and their finance subsidiaries that offer or sell
their debt securities or non-voting preferred stock in the United
States from registration as investment companies under the 1940
Act. The proposed amendments would expand the scope of Rule 6c-9
to include equity securities issued by foreign banks and their
finance subsidiaries and debt and equity securities issued by
foreign insurance companies, their finance subsidiaries and
certain holding companies of foreign banks and foreign insurance
companies. The SEC also issued a companion interpretive release
stating that certain U.S. branches and agencies of foreign banks
would also be exempt from registration under the 1940 Act.
Attached is a draft of the Institute's comment letter on
the proposal. The draft endorses the proposed amendments, but
recommends that similar amendments be made to Rule 12d1-1. Rule
12d1-1 currently exempts foreign banks and foreign insurance
companies and their finance subsidiaries from the definition of
"investment company" for purposes of Section 12(d)(1)(A) of the
1940 Act, which limits purchases by registered investment
companies of shares of other investment companies. Specifically,
the Institute recommends that Rule 12d1-1 be amended to include
parent holding companies and U.S. branches and agencies of
foreign banks within its scope.
Comments on the proposed amendments are due November 21.
If you have any comments on the Institute's draft, please call me
at 202/955-3522 no later than Friday, November 16.
Craig S. Tyle
Associate General Counsel
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