1 The Institute commented generally on the company registration proposal in a letter to Commissioner Wallman, dated September 21, 1995. A copy of the letter is also attached.
December 20, 1995
TO: CLOSED-END FUND COMMITTEE No. 63-95
RE: SEC ADVISORY COMMITTEE ON CAPITAL FORMATION
______________________________________________________________________________
Earlier this year, SEC Commissioner Steven M.H. Wallman established the Advisory Committee
on Capital Formation and Regulatory Processes. The Advisory CommitteeGs purpose is to assist the
SEC in evaluating the efficiency and effectiveness of the disclosure requirements under the federal
securities laws relating to public offerings of securities, secondary market trading, and corporate
reporting.
As a result of its efforts, the Committee has developed a proposal for a “company registration”
system that, among other things, would streamline the system of registration for issuers that meet certain
eligibility requirements and that intend to offer their shares to the public. A copy of the CommitteeGs
Term Sheet, which describes the proposal in detail, is attached. As currently proposed, an eligible issuer
could register once with the SEC and then conduct subsequent financings by using an abbreviated
system of disclosure along with “disclosure enhancements” that are designed to improve the level and
reliability of secondary market disclosure for the issuerGs securities.
The Advisory Committee is currently in the process of determining, among other things,
whether closed-end funds should be eligible to use the company registration system (page 7 of the
attachment). In this regard, the Institute is considering sending a letter to Commissioner Wallman,
which would take the position that closed-end funds should be eligible to use the company registration
system.1 If you have comments on the company registration proposal and/or its application to
closed-end funds, please contact the undersigned (at 212/969-2108) or Alex Gavis (at 202/326-5923)
by January 10, 1996.
Edmund P. Bergan, Jr.
Chairman
Closed-End Fund Committee
Attachment