Memo #
8701
DRAFT COMMENT LETTER ON SEC PROPOSAL REGARDING SCOPE OF PREEMPTION OF STATE REGULATION OF OFFERING DOCUMENTS
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* See Memorandum to SEC Rules Committee No. 20-97 and Unit Investment Trust Committee No. 10-97, dated February 21, 1997.
March 7, 1997
TO: SEC RULES COMMITTEE No. 27-97
UNIT INVESTMENT TRUST COMMITTEE No. 14-97
RE: DRAFT COMMENT LETTER ON SEC PROPOSAL REGARDING SCOPE OF
PREEMPTION OF STATE REGULATION OF OFFERING DOCUMENTS
______________________________________________________________________________
Attached is a draft of the Institutes comment letter on the SECs proposed definition of
the phrase "prepared by or on behalf of the issuer" in Section 18 of the Securities Act.* The National
Securities Markets Improvement Act of 1996 preempts state regulation of offering documents prepared by or on behalf of the issuer of any "covered security",
which includes any security issued by a registered investment company. The SEC*s proposed definition would include any document authorized by the issuer
and prepared by certain specified persons.
The Institute*s draft letter recommends that the definition be broadened. Specifically, it recommends that it encompass any document authorized
by the issuer or certain specified persons, including an investment adviser or underwriter of the issuer. It further recommends that the definition not exclude
documents prepared by a person other than one specifically referenced in the rule.
Please call me with any comments on the draft letter by no later than Thursday, March 13. My telephone number is 202/326-5815 and my e-mail
address is tyle@ici.org.
Craig S. Tyle
Vice President and Senior Counsel
Attachment (in .pdf format)