November 7, 1991
TO: CLOSED-END FUND COMMITTEE NO. 29-91
INVESTMENT ADVISERS COMMITTEE NO. 54-91
SEC RULES COMMITTEE NO. 63-91
UNIT INVESTMENT TRUST COMMITTEE NO. 36-91
RE: SEC SEMIANNUAL REGULATORY AGENDA
__________________________________________________________
The Securities and Exchange Commission recently published
its semiannual regulatory flexibility agenda announcing intended
rulemaking actions. Set forth below are agenda items which are
of particular relevance to investment companies and investment
advisers. Entries specified as priority items are so designated.
New items are marked with an asterisk (*).
Among the new items of note are: (1) consideration of
amendments to investment company regulation forms, as a result of
a recent federal district court case in which the court held that
a fund policy of "freezing" time under certain circumstances in
connection with determining the applicable level of a contingent
deferred sales charge did not have to be disclosed in the fund's
prospectus (see p. 54419), and (2) possible amendments to the
confirmation requirements of Rule 10b-10 under the 1934 Act to
(among other things) require disclosure of investment company
sales charges and codify staff interpretations permitting
quarterly confirmation of dividend reinvestments (see p. 54418).
In addition, the agenda indicates that the proposed amendments to
Rule 12d3-1 under the 1940 Act, which previously were withdrawn
by the Division of Investment Management to be considered in the
context of the staff's comprehensive 1940 Act study, are now
being considered as a separate rulemaking proposal (see p.
54426).
A copy of the full agenda is attached. The Commission is
requesting comments by December 31, 1991. Please provide me with
any comments you have on the agenda by December 13.
Prerule Stage:
Multijurisdictional disclosure with the United Kingdom. (p.
54415)
Public disclosure of material short positions. (p. 54417)*
Amendments to Rule 10b-10 under the 1934 Act (confirmation
requirements). (p. 54418)*
Technical amendments to Form N-1A and Rules 24f-1 and 24f-2.
p. 54418
Advertising by unit investment trusts. (p. 54418) AGENCY PRIORITY
Exemption from 1940 Act for certain two-tier real estate limited
partnerships. (p. 54418)
Revisions to the registration and the annual supplement forms
used by investment advisers. (p. 54419)
Proposed rule permitting certain futures commission merchants to
maintain custody of investment company assets. (p. 54419)
Comprehensive study of the Investment Company Act of 1940.
(p. 54419) AGENCY PRIORITY
Amendments to investment company regulation forms. (p. 54419)*
Amendments to Form N-SAR. (p. 54420)*
Proposed Rule Stage:
Proposed rules to require registrants to include a report of
management's responsibilities in Form N-SAR and annual reports to
shareholders. (p. 54420) AGENCY PRIORITY (but no timetable
specified)
Rules to reflect amendments to 1934 Act regarding shareholder
communications (proxy and information statement forwarding
requirements). (p. 54422)
Acceptance of signature guarantees from eligible guarantor
institutions. (p. 54423) AGENCY PRIORITY
Large trader reporting system. (p. 54424) AGENCY PRIORITY
Temporary risk assessment recordkeeping and reporting
requirements for brokers and dealers. (p. 54424) AGENCY PRIORITY
Proposed amendments to Form BD. (p. 54424)*
Reproposed Form N-7, a simplified registration form for unit
investment trusts. (p. 54424) AGENCY PRIORITY (but no timetable
specified)
Revision of investment company proxy rules. (p. 54425)
Disclosure of security ratings in registration statements of
money market funds. (p. 54425)
Exemption from registration under the Advisers Act for certain
smaller investment advisers. (p. 54425)
Tax-exempt money market fund rule proposals. (p. 54425) AGENCY
PRIORITY
Proposed amendments to Rule 12d3-1 under the 1940 Act. (p.
54426)*
Final Rule Stage:
Proposed revisions to Regulation 13D-G to improve the
meaningfulness of Schedule 13D and reduce the reporting
obligations of non-institutional investors that have a passive
investment purpose. (p. 54426)
Rule 801 and registration forms for rights offerings.
(p. 54427)* AGENCY PRIORITY
International tender and exchange offers. (p. 54428)* AGENCY
PRIORITY
Proposed amendments to proxy rules. (p. 54428)* AGENCY PRIORITY
Amendments to Form N-2. (p. 54430)
Amendments to Rule 31a-2 under the 1940 Act to clarify location
and language aspects of the recordkeeping requirements for
investment companies investing in foreign securities. (p. 54431)
Disclosure and analysis of mutual funds performance information;
portfolio manager disclosure. (p. 54431) AGENCY PRIORITY
Rulemaking for investment company filing on operational EDGAR
system. (p. 54431) AGENCY PRIORITY
Amendments to expand the breadth of Rule 6c-9 and ease the filing
requirements for Form N-6C9 under the 1940 Act. (p. 54432)
AGENCY PRIORITY (Note: Rule 6c-9 and Form N6C9 were rescinded
upon the adoption of Rule 3a-6, effective November 4, 1991.)
Rescission of temporary rules adopted to provide exemptive relief
to certain money market funds under the 1940 Act in response to
credit control regulations adopted, and subsequently terminated,
by the Federal Reserve Board. (p. 54432) (Note: These rules were
rescinded effective November 1, 1991.)
Review of Rule 30d-1 under the 1940 Act (reports to stockholders
of management companies). (p. 54432)
Review of Rule 3c-2 under the 1940 Act (definition of beneficial
ownership in small business investment companies). (p. 54433)
Review of Rule 7d-1 under the 1940 Act, regarding conditions and
arrangements for Canadian management investment companies seeking
to register. (p. 54433)
Review of Rule 3a-2 under the 1940 Act (transient investment
companies). (p. 54433)
Review of Rule 30b2-1 under the 1940 Act (filing of copies of
reports to stockholders). (p. 54433)
Review of Rule 3a-3 under the 1940 Act (certain investment
companies owned by companies which are not investment companies).
(p. 54433)
Review of Rule 17a-7 under the 1940 Act (exemption of certain
purchase or sale transactions between an investment company and
certain affiliated persons thereof). (p. 54434)
Review of Rule 30d-2 under the 1940 Act (reports of shareholders
of unit investment trusts). (p. 54434)
Review of Rule 16a-1 under the 1940 Act (exemption of directors
of registered separate account from requirement of election by
security holders). (p. 54434)
Review of Rule 57b-1 under the 1940 Act (exemption for downstream
affiliates of business development companies). (p. 54434)
Review of Rule 3a-1 under the 1940 Act (certain prima facie
investment companies). (p. 54434)
Review of Rule 60a-1 under the 1940 Act (exemption for certain
business development companies from Section 12(d)(1)(A) and (C)
of the 1940 Act under certain circumstances). (p. 54434)
Review of Form N-1 (registration statement for open-end
management investment companies). (p. 54435)
Frances M. Stadler
Assistant General Counsel
Attachment