SECURITIES AND EXCHANGE COMMISSION 

17 CFR Part 248 

Release Nos. 34-60946; IA-2946; IC-28990; File No. S7-29-04 

RIN 3235-AJ24 

Regulation S-AM: Limitations on Affiliate Marketing; Extension of Compliance 

Date 

AGENCY: Securities and Exchange Commission. 

ACTION: Final rule; extension of compliance date. 

SUMMARY: The Securities and Exchange Commission is extending the compliance 

date for Regulation S-AM (74 FR 40398 (Aug. 11, 2009)), which limits a person’s use of 

certain information received from an affiliate to solicit a consumer for marketing 

purposes unless the consumer has been given notice and a reasonable opportunity and a 

reasonable and simple method to opt out of such solicitations. 

DATES: The effective date for Regulation S-AM (17 CFR 248.101 through 248.128) 

remains September 10, 2009. The compliance date for Regulation S-AM is extended 

from January 1, 2010 to June 1, 2010. 

FOR FURTHER INFORMATION CONTACT: For information regarding the 

regulation as it relates to brokers, dealers, or transfer agents, contact Brice Prince, Special 

Counsel, or Ignacio Sandoval, Attorney, Office of Chief Counsel, Division of Trading 

and Markets, (202) 551-5550, or regarding the regulation as it relates to investment 

companies or investment advisers, contact Penelope Saltzman, Assistant Director, or 

Thoreau Bartmann, Senior Counsel, Office of Regulatory Policy, Division of Investment 

Management, (202) 551-6792, Securities and Exchange Commission, 100 F Street, NE, 

Washington, DC 20549. 
 

 

 

 

 

 

2
 

SUPPLEMENTARY INFORMATION: On August 9, 2009, the Commission adopted 

Regulation S-AM to implement Section 624 of the Fair Credit Reporting Act, as amended 

by Section 214 of the Fair and Accurate Credit Transactions Act of 2003 (“FACT Act”).1 

Section 624 required the Commission and other federal agencies to adopt rules 

implementing limitations on a person’s use of certain information received from an 

affiliate to solicit a consumer for marketing purposes, unless the consumer has been given 

notice and a reasonable opportunity and a reasonable and simple method to opt out of 

such solicitations. Regulation S-AM implements the requirements of Section 624 with 

respect to investment advisers and transfer agents registered with the Commission, as 

well as brokers, dealers, and investment companies (collectively “Covered Persons”). 

The release adopting Regulation S-AM established an effective date of September 10, 

2009, and a compliance date of January 1, 2010.2 

Two associations representing institutions that are subject to Regulation S-AM 

have expressed, on behalf of their members, concerns regarding the difficulties that their 

members are facing in complying with the regulation.3 Specifically, the associations 

assert that the period for compliance does not provide enough time to design, implement 

and test the system changes that will be necessary to accommodate, monitor and maintain 

opt out requests. 

1	 Regulation S-AM: Limitations on Affiliate Marketing, Securities Exchange Act Release 

No. 60423 (Aug. 9, 2009) [74 FR 40398 (Aug. 11, 2009)]. 

2	 Id. 

3	 See Comment Letters from the Investment Adviser Association (Sept. 24, 2009) and the 

Investment Company Institute (Sept. 8, 2009). The comment letters are available for 

public inspection and copying in the Commission’s Public Reference Room, 100 F Street, 

NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 

3:00 pm (File No. S7-29-04), and also are available on the Commission’s Internet Web 

site: http://www.sec.gov/rules/proposed/s72904.shtml). 
 

 

3
 

While we have some concerns about the effect of an extension in delaying the 

anticipated benefits of the regulation, the Commission is persuaded that a limited 

extension of the compliance date for Regulation S-AM is appropriate. Our judgment is 

based on the representations made by the associations (whose members are required to 

comply with the regulation and thus are in a position to assess the level of difficulty and 

time involved in such compliance) and our experience in overseeing the industry. We 

also believe that the additional period for compliance would allow more Covered Persons 

to combine or coordinate notices required under Regulation S-AM with privacy notices 

required under the Gramm-Leach-Bliley Act and Regulation S-P, which is specifically 

permitted under Section 624 of the FCRA Act.4

 Accordingly, the Commission believes it 

is appropriate to extend the compliance date for Regulation S-AM to June 1, 2010. The 

regulation’s effective date of September 10, 2009 remains unchanged. 

The Commission finds that, for good cause and the reasons cited above, including 

the brief length of the extension we are granting, notice and solicitation of comment 

regarding the extension of the compliance date for Regulation S-AM are impracticable, 

See 15 U.S.C. 1681s-3(b). See also 15 U.S.C. 6801-6809 (Gramm-Leach-Bliley Act 

privacy provisions); 17 CFR Part 248 (Regulation S-P). 

4 
 

 

 

4
 

unnecessary, or contrary to the public interest.5 In this regard, the Commission also notes 

that Covered Persons need to be informed as soon as possible of the extension and its 

length in order to plan and adjust their implementation process accordingly. 

By the Commission. 

 Elizabeth M. Murphy 

Secretary 

Date: November 5, 2009 

See Section 553(b)(3)(B) of the Administrative Procedure Act (5 U.S.C. 553(b)(3)(B)) 

(“APA”) (an agency may dispense with prior notice and comment when it finds, for good 

cause, that notice and comment are “impracticable, unnecessary, or contrary to the public 

interest). The change to the compliance date is effective upon publication in the Federal 

Register. This date is less than 30 days after publication in the Federal Register, in 

accordance with the APA, which allows effectiveness in less than 30 days after 

publication for “a substantive rule which grants or recognizes an exemption or relieves a 

restriction.” See 5 U.S.C. 553(d)(1). 

5