Federal Register / Vol. 79, No. 248 / Monday, December 29, 2014 / Proposed Rules 77975 

compliance times specified in paragraph 1.E., 

‘‘Compliance,’’ of the applicable service 

information specified in paragraphs (g)(1)(i) 

through (g)(1)(iii) of this AD, repair using a 

method approved by the Manager, 

International Branch, ANM–116, Transport 

Airplane Directorate, FAA; or the European 

Aviation Safety Agency (EASA); or Airbus’s 

EASA Design Organization Approval (DOA). 

(j) Provisions for Certain Airplanes 

Airplanes fitted with a rudder having a 

serial number (S/N) that is not in the range 

of S/N TS–1001 through S/N TS–1043 

inclusive, S/N TS–2001 through S/N TS– 

2074 inclusive, S/N TS–3000 through S/N 

TS–3525 inclusive, S/N TS–4001 through S/ 

N TS–4170 inclusive, S/N TS–6001 through 

S/N TS–6246 inclusive, or S/N TS–5001 

through S/N TS–5138 inclusive, are not 

affected by the requirements of paragraphs (g) 

and (h) of this AD provided that it is 

determined that no repair has been 

accomplished on the composite side shell 

panel of that rudder since first installation on 

the airplane. 

(k) Parts Installation Limitations 

As of the effective date of this AD, no 

person may install, on any airplane, a rudder, 

unless the record review and thermography 

inspection specified in paragraph (g) of this 

AD has been done on that rudder and 

thereafter all applicable related investigative 

actions, repetitive inspections, and corrective 

actions are done as required by paragraph (h) 

of this AD, except as provided in paragraph 

(j) of this AD. 

(l) Repair Prohibition 

As of the effective date of this AD, no 

person may accomplish a side shell repair on 

any rudder using a structure repair manual 

procedure identified in Figure A–GBBAA 

(Sheet 01 and 02) or Figure A–GBCAA (Sheet 

02) of the service information specified in 

paragraphs (g)(1)(i) through (g)(1)(iii) of this 

AD, as applicable, on any airplane. 

(m) Other FAA AD Provisions 

The following provisions also apply to this 

AD: 

(1) Alternative Methods of Compliance 

(AMOCs): The Manager, International 

Branch, ANM–116, Transport Airplane 

Directorate, FAA, has the authority to 

approve AMOCs for this AD, if requested 

using the procedures found in 14 CFR 39.19. 

In accordance with 14 CFR 39.19, send your 

request to your principal inspector or local 

Flight Standards District Office, as 

appropriate. If sending information directly 

to the International Branch, send it to ATTN: 

Vladimir Ulyanov, Aerospace Engineer, 

International Branch, ANM–116, Transport 

Airplane Directorate, FAA, 1601 Lind 

Avenue SW., Renton, WA 98057–3356; 

telephone 425–227–1138; fax 425–227–1149. 

Information may be emailed to: 9-ANM-116- 

AMOC-REQUESTS@faa.gov. Before using 

any approved AMOC, notify your appropriate 

principal inspector, or lacking a principal 

inspector, the manager of the local flight 

standards district office/certificate holding 

district office. The AMOC approval letter 

must specifically reference this AD. 

(2) Contacting the Manufacturer: For any 

requirement in this AD to obtain corrective 

actions from a manufacturer, the action must 

be accomplished using a method approved 

by the Manager, International Branch, ANM– 

116, Transport Airplane Directorate, FAA; or 

the EASA; or Airbus’s EASA DOA. If 

approved by the DOA, the approval must 

include the DOA-authorized signature. 

(3) Reporting Requirements: A federal 

agency may not conduct or sponsor, and a 

person is not required to respond to, nor 

shall a person be subject to a penalty for 

failure to comply with a collection of 

information subject to the requirements of 

the Paperwork Reduction Act unless that 

collection of information displays a current 

valid OMB Control Number. The OMB 

Control Number for this information 

collection is 2120–0056. Public reporting for 

this collection of information is estimated to 

be approximately 5 minutes per response, 

including the time for reviewing instructions, 

completing and reviewing the collection of 

information. All responses to this collection 

of information are mandatory. Comments 

concerning the accuracy of this burden and 

suggestions for reducing the burden should 

be directed to the FAA at: 800 Independence 

Ave. SW., Washington, DC 20591, Attn: 

Information Collection Clearance Officer, 

AES–200. 

(n) Related Information 

(1) Refer to Mandatory Continuing 

Airworthiness Information (MCAI) EASA 

Airworthiness Directive 2014–0033, dated 

February 4, 2014, for related information. 

This MCAI may be found in the AD docket 

on the Internet at http://www.regulations.gov 

by searching for and locating Docket No. 

FAA–2014–0928. 

(2) For service information identified in 

this AD, contact Airbus SAS, Airworthiness 

Office—EAL, 1 Rond Point Maurice Bellonte, 

31707 Blagnac Cedex, France; telephone +33 

5 61 93 36 96; fax +33 5 61 93 45 80; email 

airworthiness.A330-A340@airbus.com; 

Internet http://www.airbus.com. You may 

view this service information at the FAA, 

Transport Airplane Directorate, 1601 Lind 

Avenue SW., Renton, WA. For information 

on the availability of this material at the 

FAA, call 425–227–1221. 

Issued in Renton, Washington, on 

December 17, 2014. 

Michael Kaszycki, 

Acting Manager, Transport Airplane 

Directorate, Aircraft Certification Service. 

[FR Doc. 2014–30270 Filed 12–24–14; 8:45 am] 

BILLING CODE 4910–13–P 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Chapter II 

[Release Nos. 33–9694, 34–73891, 39–2500, 

IC–31389; IA–3986; File No. S7–13–14] 

List of Rules To Be Reviewed Pursuant 

to the Regulatory Flexibility Act 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Publication of list of rules 

scheduled for review. 

SUMMARY: The Securities and Exchange 

Commission is publishing a list of rules 

to be reviewed pursuant to Section 610 

of the Regulatory Flexibility Act. The 

list is published to provide the public 

with notice that these rules are 

scheduled for review by the agency and 

to invite public comment on whether 

the rules should be continued without 

change, or should be amended or 

rescinded to minimize any significant 

economic impact of the rules upon a 

substantial number of such small 

entities. 

DATES: Comments should be submitted 

by January 28, 2015. 

ADDRESSES: Comments may be 

submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/other.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number S7– 

13–14 on the subject line; or 

• Use the Federal eRulemaking Portal 

(http://www.regulations.gov). Follow the 

instructions for submitting comments. 

Paper Comments 

• Send paper comments to Brent 

Fields, Secretary, Securities and 

Exchange Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File No. 

S7–13–14. This file number should be 

included on the subject line if email is 

used. To help us process and review 

your comments more efficiently, please 

use only one method. The Commission 

will post all comments on the 

Commission’s Internet Web site (http:// 

www.sec.gov/rules/other.shtml). 

Comments also are available for Web 

site viewing and printing in the 

Commission’s Public Reference Room, 

100 F Street NE., Washington, DC 20549 

on official business days between the 

hours of 10:00 a.m. and 3:00 p.m. All 

comments received will be posted 

without change; we do not edit personal 


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1Several of the rulemakings identified below 

included non-substantive rule amendments, such as 

conforming cross references. The Commission 

requests that commenters focus on the substantive 

aspects of the rulemakings indicated in the list. 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. 

FOR FURTHER INFORMATION CONTACT: 

Anne Sullivan, Office of the General 

Counsel, 202–551–5019. 

SUPPLEMENTARY INFORMATION: The 

Regulatory Flexibility Act (‘‘RFA’’), 

codified at 5 U.S.C. 600–611, requires 

an agency to review its rules that have 

a significant economic impact upon a 

substantial number of small entities 

within ten years of the publication of 

such rules as final rules. 5 U.S.C. 610(a). 

The purpose of the review is ‘‘to 

determine whether such rules should be 

continued without change, or should be 

amended or rescinded . . . to minimize 

any significant economic impact of the 

rules upon a substantial number of such 

small entities.’’ 5 U.S.C. 610(a). The 

RFA sets forth specific considerations 

that must be addressed in the review of 

each rule: 

• The continued need for the rule; 

• the nature of complaints or 

comments received concerning the rule 

from the public; 

• the complexity of the rule; 

• the extent to which the rule 

overlaps, duplicates or conflicts with 

other federal rules, and, to the extent 

feasible, with state and local 

governmental rules; and 

• the length of time since the rule has 

been evaluated or the degree to which 

technology, economic conditions, or 

other factors have changed in the area 

affected by the rule. 5 U.S.C. 610(c). 

The Securities and Exchange 

Commission, as a matter of policy, 

reviews all final rules that it published 

for notice and comment to assess not 

only their continued compliance with 

the RFA, but also to assess generally 

their continued utility. When the 

Commission implemented the Act in 

1980, it stated that it ‘‘intend[ed] to 

conduct a broader review [than that 

required by the RFA], with a view to 

identifying those rules in need of 

modification or even rescission.’’ 

Securities Act Release No. 6302 (Mar. 

20, 1981), 46 FR 19251 (Mar. 30, 1981). 

The list below is therefore broader than 

that required by the RFA, and may 

include rules that do not have a 

significant economic impact on a 

substantial number of small entities. 

Where the Commission has previously 

made a determination of a rule’s impact 

on small businesses, the determination 

is noted on the list. 

The Commission particularly solicits 

public comment on whether the rules 

listed below affect small businesses in 

new or different ways than when they 

were first adopted.1 The rules and forms 

listed below are scheduled for review by 

staff of the Commission during the next 

12 months. The list includes 25 rules 

adopted by the Commission in 2003. 

Title: Transactions of Investment 

Companies With Portfolio and 

Subadviser Affiliates 

Citation: 17 CFR 270.10f–3; 17 CFR 

270.12d3–1; 17 CFR 270.17a–6; 17 CFR 

270.17a–10; 17 CFR 270.17d–1; 17 CFR 

270.17e–1 

Authority: 15 U.S.C. 80a–1 et seq., 

80a–34(d), 80a–37, 80a–39. 

Description: The rule and rule 

amendments (i) expand the exemptions 

for investment companies (‘‘funds’’) to 

engage in transactions with ‘‘portfolio 

affiliates’’—companies that are affiliated 

with the fund solely as a result of the 

fund (or an affiliated fund) controlling 

them or owning more than five percent 

of their voting securities and (ii) permit 

funds to engage in transactions with 

subadvisers of affiliated funds. 

Prior Commission Determination 

Under 5 U.S.C. 601: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with the adoption of 

Release No. IC–25888 (January 14, 

2003). The Commission considered 

comments to the proposing release and 

to the Initial Regulatory Flexibility 

Analysis prepared in Release No. IC– 

25557 (Apr. 30, 2002) at that time. 

* * * * * 

Title: Conditions for Use of NonGAAP Financial Measures 

Citation: 17 CFR 244.100, 17 CFR 

244.101, 17 CFR 244.102, and 17 CFR 

229.10. 

Authority: 15 U.S.C. 77b(b), 15 U.S.C. 

77f, 15 U.S.C. 77g, 15 U.S.C. 77h, 15 

U.S.C. 77s(a), 15 U.S.C. 77z–3, 15 U.S.C. 

78c, 15 U.S.C. 78d, 15 U.S.C. 78j, 15 

U.S.C. 78l, 15 U.S.C. 78m, 15 U.S.C. 

78o, 15 U.S.C. 78w, 15 U.S.C. 78mm, 15 

U.S.C. 7202(a), and 15 U.S.C. 7261. 

Description: The Commission adopted 

rules and amendments requiring public 

companies that disclose or release 

financial information that is calculated 

or presented on the basis of 

methodologies other than in accordance 

with Generally Accepted Accounting 

Principles (GAAP) to include, in that 

disclosure or release, a presentation of 

the most directly comparable GAAP 

financial measure and a reconciliation 

of the disclosed non-GAAP financial 

measure to that measure. The 

amendments also provide additional 

guidance to registrants that include nonGAAP financial measures in 

Commission filings and require 

registrants to furnish to the Commission 

earnings releases or similar 

announcements on Form 8–K. 

Prior Commission Determination 

Under 5 U.S.C. 610: Pursuant to Section 

605(b) of the Regulatory Flexibility Act, 

the Chairman of the Commission 

certified that the rules and amendments 

would not have a significant economic 

impact on a substantial number of small 

entities in Release No. 33–8145 

(November 5, 2002). The Commission 

solicited comments concerning the 

impact on small entities and the RFA 

certification, but received no comments. 

The final rule was adopted by the 

Commission in Release No. 33–8176 

(January 22, 2003). 

* * * * * 

Title: Insider Trades During Pension 

Fund Blackout Periods 

Citation: 17 CFR 240.13a–11, 17 CFR 

240.15d–11, 17 CFR 245.100, 17 CFR 

245.101, 17 CFR 245.102, 17 CFR 

245.103, and 17 CFR 245.104. 

Authority: 15 U.S.C. 78c, 15 U.S.C. 

78m, 15 U.S.C. 78w(a), 15 U.S.C. 78mm, 

15 U.S.C. 80a–29, 15 U.S.C. 80a–37, 15 

U.S.C. 7202(a), and 15 U.S.C. 7244(a). 

Description: The Commission adopted 

rules and amendments to clarify the 

application and prevent the evasion of 

Section 306(a) of the Sarbanes-Oxley 

Act of 2002, which prohibits any 

director or executive officer of an equity 

security issuer from acquiring or 

transferring any equity security of the 

issuer during a pension plan blackout 

period that temporarily prevents plan 

participants or beneficiaries from 

engaging in equity securities 

transactions through their plan 

accounts, if the director or executive 

officer acquired the equity security in 

connection with his or her service or 

employment as a director or executive 

officer. In addition, the rules specify the 

content and timing of the notice that 

issuers must provide to their directors 

and executive officers, and to the 

Commission about the imposition of a 

pension plan blackout period. 

Prior Commission Determination 

Under 5 U.S.C. 610: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with the adoption of 

Release No. 34–47225 (January 22, 

2003). The Commission considered 

comments received on the proposing 

release and the Initial Regulatory 

Flexibility Analysis prepared in Release 


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No. 34–46778 (November 6, 2002) at 

that time. 

* * * * * 

Title: Disclosure Required by Sections 

406 and 407 of the Sarbanes-Oxley Act 

of 2002. 

Citation: 17 CFR 229.401 and 17 CFR 

229.406. 

Authority: 15 U.S.C. 77e, 15 U.S.C. 

77f, 15 U.S.C. 77g, 15 U.S.C. 77j, 15 

U.S.C. 77q, 15 U.S.C. 77s, 15 U.S.C. 

77z–3, 15 U.S.C. 78l, 15 U.S.C. 78m, 15 

U.S.C. 78o, 15 U.S.C. 78w, 15 U.S.C. 

78mm, 15 U.S.C. 7202(a), 15 U.S.C. 

7264, and 15 U.S.C. 7265. 

Description: The Commission adopted 

amendments to require companies, 

other than registered investment 

companies, to disclose information 

relating to whether an audit committee 

financial expert serves on the 

company’s audit committee and the 

adoption and implementation of a code 

of ethics that applies to its principal 

executive officer, principal financial 

officer, principal accounting officer or 

controller, or persons performing 

similar functions. 

Prior Commission Determination 

Under 5 U.S.C. 610: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with the adoption of 

Release No. 33–8177 (January 23, 2003). 

The Commission considered comments 

received on the proposing release and 

the Initial Regulatory Flexibility 

Analysis prepared in Release No. 33– 

8138 (October 22, 2002) at that time. 

* * * * * 

Title: Retention of Records Relevant to 

Audits and Reviews 

Citation: 17 CFR 210 2–06 

Authority: 15 U.S.C. 7202(a), 18 

U.S.C. 1519, 15 U.S.C. 77g, 15 U.S.C. 

77h, 15 U.S.C. 77j, 15 U.S.C. 77s, 15 

U.S.C. 77z–3, 15 U.S.C. 78c, 15 U.S.C. 

78j–1, 15 U.S.C. 78l, 15 U.S.C. 78m, 15 

U.S.C. 78n, 15 U.S.C. 78q, 15 U.S.C. 

78w, 15 U.S.C. 78mm, 15 U.S.C. 80a–8, 

15 U.S.C. 80a–29, 15 U.S.C. 80a–30, 15 

U.S.C. 80a–31, and 15 U.S.C. 80a–37. 

Description: The rules were adopted 

pursuant to Section 802 of the SarbanesOxley Act of 2002 to require accounting 

firms to retain for seven years certain 

records relevant to their audits and 

reviews of issuers’ financial statements. 

Records to be retained include an 

accounting firm’s workpapers and 

certain other documents that contain 

conclusions, opinions, analyses, or 

financial data related to the audit or 

review. 

Prior Commission Determination 

Under 5 U.S.C. 601: A Final Regulatory 

Flexibility Act Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with the adoption of 

Release No. 33–8189 (January 24, 2003). 

The Commission considered comments 

to the proposing release and to the 

Initial Regulatory Flexibility Analysis 

prepared in Release No. 33–8151 

(November 21, 2002) at that time. 

* * * * * 

Title: Certification of Management 

Investment Company Shareholder 

Reports and Designation of Certified 

Shareholder Reports as Exchange Act 

Periodic Reporting Forms; Disclosure 

Required by Sections 406 and 407 of the 

Sarbanes-Oxley Act of 2002. 

Citation: 17 CFR 270.8b–15; 17 CFR 

270.30a–1; 17 CFR 270.30a–2; 17 CFR 

270.30a–3; 17 CFR 270.30b1–1; 17 CFR 

270.30b1–3; 17 CFR 270.30b2–1; 17 CFR 

270.30d–1; 17 CFR 274.101; 17 CFR 

274.128. 

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 

77s, 78c(b), 78l, 78m, 78n, 78o(d), 80a– 

1 et seq., 80a–8, 80a–24, 80a–26, 80a– 

29, 80a–34(d), 80a–37, 80a–39, secs. 3(a) 

and 302, Pub. L. 107–204, 116 Stat. 745. 

Description: The Commission adopted 

rule and form amendments to require 

registered management investment 

companies to file certified shareholder 

reports on new Form N–CSR in 

accordance with Section 302 of the 

Sarbanes-Oxley Act. The Commission 

also adopted new rules to require 

registered investment management 

companies to maintain disclosure 

controls and procedures, to disclose 

whether they had adopted a code of 

ethics for their principal executive and 

senior financial officers, and to disclose 

whether they have at least one ‘‘audit 

committee financial expert’’ serving on 

their audit committees, as required by 

that Act. 

Determination Under 5 U.S.C. 601: A 

Final Regulatory Flexibility Analysis 

was prepared in accordance with 

Section 604 of the Regulatory Flexibility 

Act in conjunction with the adoption of 

Release No. IC–25914 (January 27, 

2003). The Commission considered 

comments to the proposing release and 

to the Initial Regulatory Flexibility 

Analysis prepared in Release Nos. IC– 

25723 (Aug. 30, 2002) and 25775 (Oct. 

22, 2002) at that time. 

* * * * * 

Title: Disclosure in Management’s 

Discussion and Analysis about OffBalance Sheet Arrangements and 

Aggregate Contractual Obligations. 

Citation: 17 CFR 229.303. 

Authority: 15 U.S.C. 77g, 15 U.S.C. 

77j, 15 U.S.C. 77s, 15 U.S.C. 77z–2, 15 

U.S.C. 77z–3, 15 U.S.C. 78l, 15 U.S.C. 

78m, 15 U.S.C. 78n, 15 U.S.C. 78u–5, 15 

U.S.C. 78w, 15 U.S.C. 78mm, 15 U.S.C. 

7202(a), and 15 U.S.C. 7261(a). 

Description: The Commission adopted 

the amendments to require disclosure of 

off-balance sheet arrangements in a 

separately captioned subsection of the 

Management’s Discussion and Analysis 

section of a registrant’s disclosure 

documents. The amendments also 

require registrants, other than smaller 

reporting companies, to provide tabular 

disclosure of aggregate contractual 

obligations as of the latest fiscal yearend balance sheet date. 

Prior Commission Determination 

Under 5 U.S.C. 610: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with the adoption of 

Release No. 33–8182 (January 28, 2003). 

The Commission solicited comments 

concerning the impact on small entities 

and the Initial Regulatory Flexibility 

Analysis prepared in Release No. 33– 

8144 (November 4, 2002), but received 

no comments. 

* * * * * 

Title: Implementation of Standards of 

Professional Conduct for Attorneys 

Citation: 17 CFR part 205. 

Authority: 15 U.S.C. 7202, 7245, 7262. 

Description: The Commission adopted 

a rule establishing standards of 

professional conduct for attorneys who 

appear and practice before the 

Commission on behalf of issuers. 

Section 307 of the Sarbanes-Oxley Act 

of 2002 requires the Commission to 

prescribe minimum standards of 

professional conduct for attorneys 

appearing and practicing before the 

Commission in any way in the 

representation of issuers. The rule 

requires an attorney to report evidence 

of a material violation of securities laws 

or breach of fiduciary duty or similar 

violation by the issuer up-the-ladder 

within the company. 

Prior Commission Determination 

Under 5 U.S.C. 610: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with the adoption of 

Release No. 33–8185 (January 29, 2003). 

The Commission solicited comments 

concerning the impact on small entities 

and the Initial Regulatory Flexibility 

Analysis prepared in Release No. 33– 

8150 (Nov. 21, 2002), but received no 

comments. 

* * * * * 

Title: Proxy Voting by Investment 

Advisers 

Citation: 17 CFR 275.204–2; 17 CFR 

275.206(4)–6. 


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Authority: 15 U.S.C. 80b–2(a)(11)(F), 

80b–2(a)(17), 80b–3, 80b–4, 80b–6(4), 

80b–6a, 80b–11. 

Description: The rule and rule 

amendments require investment 

advisers that exercise voting authority 

over client securities to adopt written 

policies and procedures that are 

reasonably designed to ensure the 

adviser votes proxies in the best interest 

of clients, disclose to clients 

information about those policies and 

procedures and how clients may obtain 

information on how the adviser has 

voted their proxies, and retain certain 

records relating to proxy voting. 

Prior Commission Determination 

Under 5 U.S.C. 601: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act regarding rule 

206(4)–6 and rule 204–2 under the 

Investment Advisers Act of 1940 in 

conjunction with the adoption of 

Release No. IA–2106 (January 31, 2003). 

The Commission considered comments 

to the proposing release and to the 

Initial Regulatory Flexibility Analysis 

prepared in Release No. IA–2059 

(September 20, 2002) at that time. 

* * * * * 

Title: Disclosure of Proxy Voting 

Policies and Proxy Voting Records by 

Registered Management Investment 

Companies 

Citation: 17 CFR 270.30b1–4; 17 CFR 

274.11A; 17 CFR 274.11a–1; 17 CFR 

274.11b; 17 CFR 274.128; 17 CFR 

274.130. 

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 

77s, 78c(b), 78l, 78m, 78n, 78o(d), 80a– 

1 et seq., 80a–24, 80a–26, and 80a–29, 

80a–34(d), 80a–37, 80a–39. 

Description: The rule and rule 

amendments require registered 

management investment companies (i) 

to provide disclosure about how they 

vote proxies relating to portfolio 

securities they hold, (ii) to disclose the 

policies and procedures that they use to 

determine how to vote proxies relating 

to portfolio securities, and (iii) to file 

with the Commission and to make 

available to shareholders the specific 

proxy votes that they cast in shareholder 

meetings of issuers of portfolio 

securities. 

Determination Under 5 U.S.C. 601: A 

Final Regulatory Flexibility Analysis 

was prepared in accordance with 

Section 604 of the Regulatory Flexibility 

Act in conjunction with the adoption of 

Release No. IC–25922 (January 31, 

2003). The Commission considered 

comments to the proposing release and 

to the Initial Regulatory Flexibility 

Analysis prepared in Release No. IC– 

25739 (Sept. 20, 2002) at that time. 

* * * * * 

Title: Custody of Investment Company 

Assets with a Securities Depository 

Citation: 17 CFR 270.17f–4. 

Authority: 15 U.S.C. 80a–1 et seq., 

80a–34(d), 80a–37, 80a–39. 

Description: The rule amendments 

expand the types of investment 

companies that may maintain assets 

with a depository, and update the 

conditions they must follow to use a 

depository. The amendments respond to 

developments in securities depository 

practices and commercial law since the 

rule was adopted. 

Prior Commission Determination 

Under 5 U.S.C. 601: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with the adoption of 

Release No. IC–25934 (February 13, 

2003). The Commission considered 

comments to the proposing release and 

to the Initial Regulatory Flexibility 

Analysis prepared in Release No. IC– 

25266 (Nov. 15, 2001) at that time. 

* * * * * 

Title: Definition of Terms in and 

Specific Exemptions for Banks, Savings 

Associations, and Savings Banks Under 

Sections 3(a)(4) and 3(a)(5) of the 

Securities Exchange Act of 1934 

Citation: 17 CFR 240.3a5–1, 17 CFR 

240.3b–18, 17 CFR 240.15a–8, and 17 

CFR 240.15a–11 

Authority: 15 U.S.C. 77c, 77d, 77g, 

77j, 77s, 77z–2, 77z–3, 77eee, 77ggg, 

77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 

78g, 78i, 78j, 78j–1, 78k, 78k–1, 78l, 

78m, 78n, 78o, 78p, 78q, 78s, 78u–5, 

78w, 78x, 78ll, 78mm, 79q, 79t, 80a–20, 

80a–23, 80a–29, 80a–37, 80b–3, 80b–4, 

and 80b–11. 

Description: The Commission adopted 

amendments to its rule granting an 

exemption to banks from dealer 

registration for a de minimis number of 

riskless principal transactions, and to its 

rule that defines terms used in the bank 

exception to dealer registration for assetbacked transactions. The Commission 

also adopted a new exemption for banks 

from the definition of broker and dealer 

under the Securities Exchange Act of 

1934 for certain securities lending 

transactions. In addition, the 

Commission extended the exemption 

from rescission liability under Exchange 

Act Section 29 to contracts entered into 

by banks acting in a dealer capacity 

before March 31, 2005. These rules 

addressed certain of the exceptions for 

banks from the definitions of ‘‘broker’’ 

and ‘‘dealer’’ that were added to the 

Securities Exchange Act by the GrammLeach-Bliley Act. 

Prior Commission Determination 

Under 5 U.S.C. 610: Pursuant to Section 

605(b) of the Regulatory Flexibility Act, 

the Commission certified that the 

amendment to the rule would not have 

a significant economic impact on a 

substantial number of small entities. 

This certification was incorporated into 

the proposing release, Release No. 34– 

46745 (November 5, 2002). As stated in 

the adopting release, No. 34–47364 

(February 14, 2003), the Commission 

received no comments concerning the 

impact on small entities or the 

Regulatory Flexibility Act Certification. 

* * * * * 

Title: Regulation Analyst Certification 

Citation: 17 CFR 242.500 through 505. 

Authority: 15 U.S.C. 77g, 77q(a), 

77s(a), 78b, 78c, 78g(c)(2), 78i(a), 78j, 

78k–1(c), 78l, 78m, 78mm, 78n, 78o(b), 

78o(c), 78o(g), 78q(a), 78q(b), 78q(h), 

78w(a), 78dd–1, 80a–23, 80a–29, and 

80a–37. 

Description: Regulation Analyst 

Certification (‘‘Regulation AC’’) requires 

that brokers, dealers, and certain 

persons associated with a broker or 

dealer include in research reports 

certifications by the research analyst 

that the views expressed in the report 

accurately reflect his or her personal 

views, and disclose whether or not the 

analyst received compensation or other 

payments in connection with his or her 

specific recommendations or views. 

Broker-dealers are also required to 

obtain periodic certifications by 

research analysts in connection with the 

analyst’s public appearances. 

Prior Commission Determination 

Under 5 U.S.C. 610: Pursuant to Section 

605(b) of the Regulatory Flexibility Act, 

the Commission certified that 

Regulation AC would not have a 

significant economic impact on a 

substantial number of small entities. 

This certification, including the reasons 

supporting the certification, was set 

forth in the proposing release, Release 

No. 33–8119 (August 2, 2002). The 

Commission solicited comments on the 

potential impact of Regulation AC on 

small entities in the proposing release. 

No comments were received that 

discussed the Regulatory Flexibility Act 

Certification. However, in the adopting 

release, Release No. 33–8193 (February 

20, 2003), in response to other 

comments, the Commission revised its 

estimates and concluded that the total 

burden in hours required to comply 

with proposed Regulation AC would be 

approximately 5.78 hours per year, per 

small firm, as compared to the original 

estimate of two hours and two minutes 

per year, per small firm. 

* * * * * 


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Title: Standards Relating to Listed 

Company Audit Committees 

Citation: 17 CFR 229.401 and 17 CFR 

240.10A–3. 

Authority: 15 U.S.C. 77b, 15 U.S.C. 

77f, 15 U.S.C. 77g, 15 U.S.C. 77h, 15 

U.S.C. 77j, 15 U.S.C. 77q, 15 U.S.C. 77s, 

15 U.S.C. 78c(b), 15 U.S.C. 78j–1, 15 

U.S.C. 78l, 15 U.S.C. 78m, 15 U.S.C. 

78n, 15 U.S.C. 78o, 15 U.S.C. 78w, 15 

U.S.C. 78mm, 15 U.S.C. 80a–8, 15 

U.S.C. 80a–20, 15 U.S.C. 80a–24(a), 15 

U.S.C. 80a–29, 15 U.S.C. 80a–37, and 15 

U.S.C. 7202. 

Description: The Commission adopted 

rules to direct the national securities 

exchanges and national securities 

associations to prohibit the listing of 

any security of an issuer that is not in 

compliance with the audit committee 

requirements mandated by the 

Sarbanes-Oxley Act of 2002. In addition, 

the Commission adopted amendments 

changing its disclosure requirements 

regarding audit committees. 

Prior Commission Determination 

Under 5 U.S.C. 610: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with the adoption of 

Release No. 33–8220 (April 9, 2003). 

The Commission solicited comments 

concerning the impact on small entities 

and the Initial Regulatory Flexibility 

Analysis prepared in Release No. 33– 

8173 (January 8, 2003), but received no 

comments. 

* * * * * 

Title: Customer Identification 

Programs for Mutual Funds 

Citation: 17 CFR 270.0–11 

Authority: 15 U.S.C. 80a–1 et seq., 

80a–34(d), 80a–37, 80a–39. 

Description: The rule implements 

section 326 of the USA PATRIOT Act of 

2001 and requires investment 

companies (i) to implement procedures 

to verify the identity of any person 

seeking to open an account, (ii) to the 

extent reasonable and practicable, to 

maintain records of the information 

used to verify the person’s identity, and 

(iii) to determine whether the person 

appears on any lists of known or 

suspected terrorists or terrorist 

organizations provided to investment 

companies by any government agency. 

Prior Commission Determination 

Under 5 U.S.C. 601: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with the adoption of 

Release No. IC–26031 (April 29, 2003). 

The Commission considered comments 

to the proposing release and to the 

Initial Regulatory Flexibility Analysis 

prepared in Release No. 34–46192 (July 

12, 2002) at that time. 

* * * * * 

Title: Improper Influence on Conduct 

of Audits 

Citation: 17 CFR 240 13b2–2. 

Authority: 15 U.S.C. 7202(a), 15 

U.S.C. 7242, 15 U.S.C. 77e, 15 U.S.C. 

77f, 15 U.S.C. 77g, 15 U.S.C. 77h, 15 

U.S.C. 77j, 15 U.S.C. 77s, 15 U.S.C. 78c, 

15 U.S.C. 78j–1, 15 U.S.C 78l, 15 U.S.C. 

78m, 15 U.S.C. 78n, 15 U.S.C. 78o, 15 

U.S.C. 78q, 15 U.S.C. 78w, 15 U.S.C. 

80a–6, 15 U.S.C. 80a–8, 15 U.S.C 80a– 

20, 15 U.S.C. 80a–29, 15 U.S.C 80a–30, 

and 15 U.S.C. 80a–37. 

Description: The rules were adopted 

pursuant to the requirements of Section 

303 of the Sarbanes-Oxley Act of 2002 

to prohibit officers and directors of an 

issuer, and persons acting under the 

direction of an officer or director, from 

taking any action to coerce, manipulate, 

mislead, or fraudulently influence the 

auditor of the issuer’s financial 

statements if that person knew or 

should have known that such action, if 

successful, could result in rendering the 

financial statements materially 

misleading. 

Prior Commission Determination 

Under 5 U.S.C. 601: A Final Regulatory 

Flexibility Act Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with the adoption of 

Release No. 34–47890 (May 20, 2003). 

The Commission considered comments 

to the proposing release and to the 

Initial Regulatory Flexibility Analysis 

prepared in Release No. 34–46685 

(October 18, 2002) at that time. 

* * * * * 

Title: Management’s Reports on 

Internal Control Over Financial 

Reporting and Certification of 

Disclosure in Exchange Act Periodic 

Reports 

Citation: 17 CFR 210.1–02, 17 CFR 

210.2–02, 17 CFR 229.307, 17 CFR 

229.308, 17 CFR 240.12b–15, 17 CFR 

240.13a–14, 17 CFR 240.13a–15, 17 CFR 

240.15d–14, 17 CFR 240.15d–15. 

Authority: 15 U.S.C. 77e, 15 U.S.C. 

77f, 15 U.S.C. 77g, 15 U.S.C. 77j, 15 

U.S.C. 77q, 15 U.S.C. 77s, 15 U.S.C. 78l, 

15 U.S.C. 78m, 15 U.S.C. 78o, 15 U.S.C. 

78w, 15 U.S.C. 78mm, 15 U.S.C. 80a–8, 

15 U.S.C. 80a–29, 15 U.S.C. 80a–30, 15 

U.S.C. 80a–37, 15 U.S.C. 7202(a), 15 

U.S.C. 7241, 15 U.S.C. 7262, 15 U.S.C. 

7263, and 18 U.S.C. 1350. 

Description: The rules and 

amendments were adopted in light of 

Congress’ directive in Section 404 of the 

Sarbanes-Oxley Act of 2002 to require 

reporting companies, other than 

registered investment companies, to 

include in their annual reports a report 

of management on the company’s 

internal control over financial reporting. 

The internal control report must include 

management’s assessment of the 

effectiveness of the company’s internal 

control over financial reporting as of the 

end of its most recent fiscal year, as well 

as a statement that the registered public 

accounting firm that audited the 

company’s financial statements 

included in the annual report has issued 

an attestation report on management’s 

assessment. The rules also require 

companies to file the registered public 

accounting firm’s attestation report as 

part of its annual report. Further, the 

rules require that management evaluate 

any change in the company’s internal 

control over financial reporting that 

occurred during a fiscal quarter that has 

or is reasonably likely to materially 

affect the company’s internal control 

over financial reporting. In addition, the 

amendments require companies to 

provide the certifications required by 

Sections 302 and 906 of the SarbanesOxley Act as exhibits to certain periodic 

reports. 

In 2010, the Dodd-Frank Wall Street 

Reform and Consumer Protection Act 

amended Section 404 of the SarbanesOxley Act to provide that Section 404(b) 

shall not apply with respect to any audit 

report prepared for an issuer that is 

neither an accelerated filer, nor a large 

accelerated filer, as defined in Exchange 

Act Rule 12b–2. In 2010, the 

Commission adopted conforming 

amendments to its rules. 

Prior Commission Determination 

Under 5 U.S.C. 610: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with the adoption of 

Release No. 33–8238 (June 5, 2003). The 

Commission solicited comments with 

respect to the rules and amendments in 

two separate proposing releases, Release 

Nos. 33–8138 (October 22, 2002) and 

33–8212 (March 21, 2003). The 

Commission also solicited comments 

concerning the impact on small entities 

and the Initial Regulatory Flexibility 

Analysis, but received no comments on 

the impact on small entities of the new 

certification requirements. 

* * * * * 

Title: Certain Research and 

Development Companies 

Citation: 17 CFR 270.3a–8 

Authority: 15 U.S.C. 80a–1 et seq., 

80a–34(d), 80a–37, 80a–39. 

Description: The rule provides a 

nonexclusive safe harbor from the 

definition of an investment company for 


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certain bona fide research and 

development companies. 

Prior Commission Determination 

Under 5 U.S.C. 601: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with the adoption of 

Release No. IC–26077 (June 16, 2003). 

The Commission solicited comments 

concerning the impact on small entities 

and the Initial Regulatory Flexibility 

Analysis prepared in Release No. IC– 

25835 (Nov. 26, 2002) but received no 

comments. 

* * * * * 

Title: Custody of Funds or Securities 

of Clients by Investment Advisers 

Citation: 17 CFR 275.206(4)–2; 17 CFR 

279.1 

Authority: 15 U.S.C. 80b–1 et seq., 

80b–2(a)(11)(F), 80b–2(a)(17), 80b–3, 

80b–4, 80b–6(4), 80b–6a, 80b–11 

Description: The amendments to the 

custody rule conformed the rule to 

modern custodial practices and required 

advisers that have custody of client 

funds or securities to maintain those 

assets with broker-dealers, banks, or 

other qualified custodians. The 

amendments were designed to enhance 

protections for client assets while 

reducing burdens on advisers that have 

custody of client assets. 

Prior Commission Determination 

Under 5 U.S.C. 601: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act with respect 

to amended rule 206(4)–2 under the 

Advisers Act and to amended Part 1A, 

Item 9 and Part II, Item 14 of Form ADV 

in conjunction with the adoption of 

Release No. IA– 2176 (September 25, 

2003). The Commission solicited 

comments concerning the impact on 

small entities and the Initial Regulatory 

Flexibility Analysis prepared in Release 

No. IA–2044 (July 18, 2002), but 

received no comments. 

* * * * * 

Title: Amendments to Investment 

Company Advertising Rules 

Citation: 17 CFR 270.34b–1 

Authority: 15 U.S.C. 80a–1 et seq., 

80a–34(d), 80a–37, 80a–39. 

Description: The rule amendments (i) 

require enhanced disclosure in 

investment company advertisements to 

encourage advertisements that convey 

balanced information to prospective 

investors, particularly with respect to 

past performance, and (ii) implement 

section 24(g) of the Investment 

Company Act by permitting the use of 

a prospectus under section 10(b) of the 

Securities Act with respect to securities 

issued by an investment company that 

includes information the substance of 

which is not included in the investment 

company’s statutory prospectus. 

Prior Commission Determination 

Under 5 U.S.C. 601: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with the adoption of 

Release No. IC–26195 (September 29, 

2003). The Commission considered 

comments to the proposing release and 

to the Initial Regulatory Flexibility 

Analysis prepared in Release No. IC– 

25575 (May 17, 2002) at that time. 

* * * * * 

Title: Purchases of Certain Equity 

Securities by the Issuer and Others 

Citation: 17 CFR 228.703; 17 CFR 

229.703; 17 CFR 240.10b–18; 17 CFR 

249.220f; 17 CFR 249.308a; 17 CFR 

249.308b; 17 CFR 249.310; 17 CFR 

249.310b; 17 CFR 249.33117 CFR 

270.23c–1; 17 CFR 274.128; 17 CFR 

274.201 

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 

77K, 77s, 77z–2, 77z–3, 77aa(25), 

77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 

77iii, 77jjj, 77nnn, 77sss, 77ttt, 78c, 

78c(b),), 78d, 78i, 78j, 78j–1, 78k, 78k– 

1, 78l, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 

78l, 78m, 78n, 78o(d), 78u–5, 78w, 78x, 

78ll, 78mm, 79e, 79j, 79n, 79q, 79t, 80a– 

1 et seq., 80a–8, 80a–9, 80a–20, 80a–23, 

80a–24, 80a–26, 80a–29, 80a–30, 80a– 

24, 80a–26, 80a–29, 80a–34(d), 80a– 

38(a), 80a–37, 80a–39, 80b–3, 80b–4, 

80b–11, 7201 et seq., 18 U.S.C. 1350. 

Description: The rule amendments 

provide issuers with a ‘‘safe harbor’’ 

from liability for manipulation when 

they repurchase their common stock in 

the market in accordance with the rule’s 

manner, timing, price, and volume 

conditions. The amendments are 

intended to simplify and update the safe 

harbor provisions in light of market 

developments since the rule’s adoption. 

To enhance the transparency of issuer 

repurchases, the Commission also 

adopted amendments to a number of 

regulations and forms regarding 

disclosure of repurchases of equity 

securities by the issuer and affiliated 

purchasers (both open market and 

private transactions), regardless of 

whether the repurchases are effected in 

accordance with the issuer repurchase 

safe harbor rule. 

Prior Commission Determination 

Under 5 U.S.C. 601: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with the adoption of 

Release No. 33–8335 (November 10, 

2003). The Commission solicited 

comments concerning the impact on 

small entities and the Initial Regulatory 

Flexibility Analysis prepared in Release 

No. 34–46980 (December 10, 2002), but 

received no comments. 

* * * * * 

Title: Disclosure Regarding 

Nominating Committee Functions and 

Communications Between Security 

Holders and Boards of Directors 

Citation: 17 CFR 270.30a–2; 17 CFR 

274.128 

Authority: 15 U.S.C. 80a–1 et seq., 

80a–34(d), 80a–37, 80a–39. 

Description: The rule amendments 

impose new disclosure requirements 

and amendments to existing disclosure 

requirements to enhance the 

transparency of the operations of boards 

of directors. Specifically, the 

Commission adopted enhancements to 

existing disclosure requirements 

regarding the operations of board 

nominating committees and a new 

disclosure requirement concerning the 

means, if any, by which security holders 

may communicate with directors. These 

rules require disclosure but do not 

mandate any particular action by a 

company or its board of directors; 

rather, the new disclosure requirements 

are intended to make more transparent 

to security holders the operation of the 

boards of directors of the companies in 

which they invest. 

Prior Commission Determination 

Under 5 U.S.C. 601: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with the adoption of 

Release No. IC–26262 (November 24, 

2003). The Commission solicited 

comments on the proposing release and 

on the Initial Regulatory Flexibility 

Analysis prepared in Release No. 34– 

48301 (August 8, 2003). The 

Commission received no comments on 

the Initial Regulatory Flexibility 

Analysis, but it did receive comments 

on the impact of the proposed rules on 

small business issuers. The Commission 

considered those comments in the 

adopting release. 

* * * * * 

Title: Processing Requirements for 

Cancelled Security Certificates 

Citation: 17 CFR 240.17f–1, 17 CFR 

240.17Ad–7, 17 CFR 240.17Ad–12, and 

17 CFR 240.17Ad–19 

Authority: 15 U.S.C. 77c, 77d, 77g, 

77j, 77s, 77z–2, 77z–3, 77eee, 77ggg, 

77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 

78g, 78i, 78j, 78j–1, 78k, 78k–1, 78l, 

78m, 78n, 78o, 78p, 78q, 78s, 78u–5, 

78w, 78x, 78ll, 78mm, 79q, 79t, 80a–20, 

80a–23, 80a–29, 80a–37, 80b–3, 80b–4, 

80b–11, 7202, 7241, 7262, and 7263, 

and 18 U.S.C. 1350. 


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Federal Register / Vol. 79, No. 248 / Monday, December 29, 2014 / Proposed Rules 77981 

Description: This rule requires every 

transfer agent to establish and 

implement written procedures for the 

cancellation, storage, transportation, 

destruction, or other disposition of 

securities certificates. The rule requires 

transfer agents to mark each cancelled 

securities certificate with the word 

‘‘cancelled’’; maintain a secure storage 

area for cancelled certificates; maintain 

a retrievable database of all cancelled, 

destroyed, or otherwise disposed of 

certificates; and have specific 

procedures for the destruction of 

cancelled certificates. Additionally, the 

Commission amended its lost and stolen 

securities rule and its transfer agent 

safekeeping rule to make it clear that 

these rules apply to unissued and 

cancelled certificates. 

Prior Commission Determination 

Under 5 U.S.C. 610: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with the adoption of 

Release No. 34–48931 (December 16, 

2003). The Commission solicited 

comment on the Initial Regulatory 

Flexibility Analysis prepared in the 

proposing release, Release No. 34–43401 

(October 2, 2000), but received no 

comment on that analysis. The 

Commission did receive comments 

related to small business, and 

considered those comments in the 

adopting release. 

* * * * * 

Title: Compliance Programs of 

Investment Companies and Investment 

Advisers 

Citation: 17 CFR 270.38a–1; 17 CFR 

275.204–2; 17 CFR 275.206(4)–7 

Authority: 15 U.S.C. 80a–1 et seq., 

80a–34(d), 80a–37, 80a–39, 80b–1 et 

seq., 80b–2(a)(11)(F), 80b–2(a)(17), 80b– 

3, 80b–4, 80b–6(4), 80b–6a, 80b–11 

Description: The rules require each 

investment company and investment 

adviser registered with the Commission 

and each business development 

company to (i) adopt and implement 

written compliance policies and 

procedures, (ii) review those policies 

and procedures annually, and (iii) 

appoint a compliance officer to be 

responsible for administering the 

policies and procedures. The rules also 

impose a new recordkeeping 

requirement. 

Prior Commission Determination 

Under 5 U.S.C. 601: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act regarding rule 

38a–1 under the Investment Company 

Act of 1940, new rule 206(4)–7 under 

the Investment Advisers Act, and 

amendments to rule 204–2 under the 

Investment Advisers Act, and to Part 1, 

Schedule A, Item 2(a) of Form ADV in 

conjunction with the Commission’s 

adoption of Release No. IA–2204 

(December 17, 2003). The Commission 

considered comments on the proposing 

release and on the Initial Regulatory 

Flexibility Analysis prepared in Release 

No. IC–25925 (Feb. 5, 2003) at that time. 

* * * * * 

Title: Recordkeeping Requirements 

for Registered Transfer Agents 

Citation: 17 CFR 240. 240.17Ad–7 

Authority: 15 U.S.C. 77c, 77d, 77g, 

77j, 77s, 77z–2, 77z–3, 77eee, 77ggg, 

77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 

78g, 78i, 78j, 78j–1, 78k, 78k–1, 78l, 

78m, 78n, 78o, 78p, 78q, 78s, 78u–5, 

78w, 78x, 78ll, 78mm, 79q, 79t, 80a–20, 

80a–23, 80a–29, 80a–37, 80b–3, 80b–4, 

80b–11, 7202, 7241, 7262, and 7263, 

and 18 U.S.C. 1350. 

Description: The Commission 

amended its rule concerning 

recordkeeping requirements for 

registered transfer agents. The 

amendments made it clear that 

registered transfer agents may use 

electronic, microfilm, and microfiche 

media as a substitute for hard copy 

records, including cancelled stock 

certificates, for purposes of complying 

with the Commission’s transfer agent 

recordkeeping rules and that a third 

party on behalf of a registered transfer 

agent may place into escrow the 

required software information. 

Prior Commission Determination 

Under 5 U.S.C. 610: A Final Regulatory 

Flexibility Analysis was prepared in 

accordance with Section 604 of the 

Regulatory Flexibility Act in 

conjunction with Release No. 34–48949 

(December 18, 2003). The Commission 

received comment letters in response to 

the Initial Regulatory Flexibility 

Analysis in the proposing release, 

Release No. 34–48036 (June 16, 2003), 

that did not address the issues 

presented in the proposing release. 

By the Commission. 

Dated: December 19, 2014. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2014–30265 Filed 12–24–14; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF HOMELAND 

SECURITY 

Coast Guard 

33 CFR Parts 101 and 105 

[Docket No. USCG–2013–1087] 

RIN 1625–AC15 

Seafarers’ Access to Maritime 

Facilities 

AGENCY: Coast Guard, DHS. 

ACTION: Notice of proposed rulemaking, 

notice of public meeting. 

SUMMARY: The Coast Guard proposes to 

require each owner or operator of a 

facility regulated by the Coast Guard to 

implement a system that provides 

seafarers and other individuals with 

access between vessels moored at the 

facility and the facility gate, in a timely 

manner and at no cost to the seafarer or 

other individual. Generally, transiting 

through a facility is the only way that 

a seafarer or other individual can egress 

to shore beyond the facility to access 

basic shoreside businesses and services, 

and meet with family members and 

other personnel that do not hold a 

Transportation Worker Identification 

Credential. This proposed rule would 

help to ensure that no facility owner or 

operator denies or makes it impractical 

for seafarers or other individuals to 

transit through the facility, and would 

require them to document their access 

procedures in their Facility Security 

Plans. This proposed rule would 

implement section 811 of the Coast 

Guard Authorization Act of 2010. 

DATES: Comments and related material 

must either be submitted to our online 

docket via http://www.regulations.gov 

on or before February 27, 2015 or reach 

the Docket Management Facility by that 

date. Comments sent to the Office of 

Management and Budget (OMB) on 

collection of information must reach 

OMB on or before February 27, 2015. 

The Coast Guard will hold a public 

meeting in Washington, DC to solicit 

comments on the proposals in this 

notice on January 23, 2015 from 9:00 

a.m. to 12:00 p.m. The deadline to 

reserve a seat is January 16, 2015. 

ADDRESSES: You may submit comments 

identified by docket number USCG– 

2013–1087 using any one of the 

following methods: 

(1) Federal eRulemaking Portal: 

http://www.regulations.gov. 

(2) Fax: 202–493–2251. 

(3) Mail: Docket Management Facility 

(M–30), U.S. Department of 

Transportation, West Building Ground 

Floor, Room W12–140, 1200 New Jersey 


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