[Federal Register Volume 74, Number 15 (Monday, January 26, 2009)]
[Proposed Rules]
[Pages 4357-4363]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-1173]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Chapter II

[Release Nos. 33-9000, 34-59248, 39-2460, IC-28600, IA-2830; File No. 
S7-03-09]


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.

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SUMMARY: The Securities and Exchange Commission is today 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 them.

DATES: Comments should be submitted by February 25, 2009.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

    <bullet> Use the Commission's Internet comment form (http://www.sec.gov/rules/other.shtml); or
    <bullet> Send an e-mail to <a href="/cdn-cgi/l/email-protection#641611080149070b0909010a1017241701074a030b12"><span class="__cf_email__" data-cfemail="e99b9c858cc48a8684848c879d9aa99a8c8ac78e869f">[email protected]</span></a>. Please include 
File Number S7-03-09 on the subject line; or
    <bullet> Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments.

Paper Comments

    <bullet> Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File No. S7-03-09. This file number 
should be included on the subject line if e-mail 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 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 a.m. and 3 p.m. All 
comments received will be posted without change; we do not edit 
personal 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:
    <bullet> The continued need for the rule;
    <bullet> The nature of complaints or comments received concerning 
the rule from the public;
    <bullet> The complexity of the rule;
    <bullet> 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
    <bullet> 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.\1\ The list below is 
therefore broader than that required by the RFA, and may include rules 
that do not have a substantial impact on a significant 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.
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    \1\ 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).
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    The rules and forms listed below are scheduled for review by staff 
of the Commission during the next twelve months. The list includes 
rules from 1998, 1997, 1996 and 1995. The rules are grouped according 
to which Division or Office of the Commission recommended their 
adoption.

Division of Corporation Finance

    Title: Plain English Disclosure.
    Citation: 17 CFR 230.421, 17 CFR 230.481.
    Authority: 15 U.S.C. 77a et seq.
    Description: This rule requires that issuers write the cover page, 
summary and risk factors sections of prospectuses in plain English.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 33-7497, 
which was approved by the Commission on January 28, 1998, which amended 
Rules 421 and 481. Comments to the proposing release and Initial 
Regulatory Flexibility Analysis were considered at that time.
* * * * *
    Title: Regulation S.
    Citation: 17 CFR 230.900-905.
    Authority: 15 U.S.C. 77a et seq.
    Description: This rule provides a safe harbor from the term 
``offer'' for certain offshore communications made by a registrant.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in

[[Page 4358]]

accordance with 5 U.S.C. 604 in conjunction with the adoption of 
Release No. 33-7470, which was approved by the Commission on October 
10, 1997. Rule 902 was originally adopted as part of Regulation S in 
Release No. 33-6863, containing a Final Regulatory Flexibility Analysis 
which was approved by the Commission on April 24, 1990. Comments to the 
proposing releases and Initial Regulatory Flexibility Analyses were 
considered at those times.
* * * * *
    Title: Rule 135e: Offshore press conferences, meetings with issuer 
representatives conducted offshore, and press-related material released 
offshore.
    Citation: 17 CFR 230.135e.
    Authority: 15 U.S.C. 77a et seq.
    Description: This rule provides a safe harbor from the term 
``offer'' for certain offshore communications made by a registrant.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 33-7470, 
which was approved by the Commission on October 10, 1997. Comments to 
the proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Rule 12a-8: Exemption of depositary shares
Rule 15d-3: Reports for depositary shares registered on Form F-6.
    Citation: 17 CFR 240.12a-8, 17 CFR 240.15d-3
    Authority: 15 U.S.C. 78a et seq.
    Description: These rules are designed to provide exemptions for 
depositary shares from section 12(a) of the Securities Act and from 
certain reporting requirements.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 33-7431, 
which was approved by the Commission on July 18, 1997. Comments to the 
proposing release and Initial Flexibility Analysis were considered at 
that time.
* * * * *
    Title: Item 305 of Regulation S-K.
    Citation: 17 CFR 229.305.
    Authority: 15 U.S.C. 77a et seq.
    Description: This rule requires quantitative and qualitative 
disclosures about market risk.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 33-7386, 
which was approved by the Commission on January 31, 1997. Comments to 
the proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Delivery of Prospectus.
    Citation: 17 CFR 240.15c2-8.
    Authority: 15 U.S.C. 78a et seq.
    Description: This rule establishes the requirements for brokers and 
dealers to deliver a prospectus to purchasers of securities.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 33-7168, 
which was approved by the Commission on May 11, 1995. Comments to the 
proposing release and Initial Flexibility Analysis were considered at 
that time.
* * * * *
    Title: Exemption for Certain California Limited Issues.
    Citation: 17 CFR 230.1001.
    Authority: 15 U.S.C. 77a et seq.
    Description: The rule exempts from the registration requirements of 
the Securities Act offers and sales up to $5 million that are exempt 
from state qualification under paragraph (n) of Section 25102 of the 
California Corporations Code. The purpose of the rule is to assist 
small businesses' capital raising ability by creating a federal 
exemption for offering of up to $5 million that meet the qualifications 
of a California exemption.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 33-7285, 
which was approved by the Commission on May 1, 1996. Comments to the 
proposing release and Initial Flexibility Analysis were considered at 
that time.
* * * * *
    Title: Settlement Cycle.
    Citation: 17 CFR 240.15c6-1.
    Authority: 15 U.S.C. 77a et seq.
    Description: This rule imposes a time requirement for brokers and 
dealers to complete the settlement of a securities transaction.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 33-7168, 
which was approved by the Commission on May 11, 1995. Comments to the 
proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.

Division of Investment Management

    Title: Rule 203A-1.
    Citation: 17 CFR 275.203A-1.
    Authority: 15 U.S.C. 80b-3a(a)(1)(A), 15 U.S.C. 80b-3a(c), 15 
U.S.C. 80b-11(a).
    Description: The Commission adopted rule 203A-1 to implement the 
Investment Advisers Supervision Coordination Act, which, among other 
things, reallocated the responsibilities for regulating investment 
advisers between the Commission and the state securities regulatory 
authorities. The rule increases the threshold for state registered 
advisers to switch to Commission registration to $30 million in assets 
under management and requires that advisers to registered investment 
companies be registered with the Commission. The rule also provides 
state registered advisers with assets under management between $25 
million and $30 million an option to remain registered with the states 
or to switch to Commission registration. In addition, the rule contains 
provisions prescribing procedures for switching registration from 
states to the Commission or vice versa.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. IA-1633, 
which was approved by the Commission on May 15, 1997. Comments to the 
proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Rule 203A-2.
    Citation: 17 CFR 275.203A-2.
    Authority: 15 U.S.C. 80b-3a(c).
    Description: The Commission adopted rule 203A-2 to implement the 
Investment Advisers Supervision Coordination Act, which, among other 
things, reallocates the responsibilities for regulating investment 
advisers between the Commission and the state securities regulatory 
authorities. The rule exempts certain types of investment advisers from 
the prohibition on Commission registration. As a result, the following 
investment advisers are not prohibited from registering with the 
Commission: Nationally recognized statistical rating organizations, 
pension consultants, investment advisers controlling, controlled by, or 
under common control with an investment adviser registered with the 
Commission, investment advisers expecting to be eligible for Commission 
registration within 120 days, multi-state investment

[[Page 4359]]

advisers, and Internet investment advisers.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. IA-1633, 
which was approved by the Commission on May 15, 1997. Comments to the 
proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Rule 203A-3.
    Citation: 17 CFR 275.203A-3.
    Authority: 15 U.S.C. 80b-2a(17), 15 U.S.C. 80b-11(a).
    Description: The Commission adopted rule 203A-3 to implement the 
Investment Advisers Supervision Coordination Act, which, among other 
things, reallocates the responsibilities for regulating investment 
advisers between the Commission and the state securities regulatory 
authorities. The rule defines certain terms for purposes of section 
203A of the Investment Advisers Act (15 U.S.C. 80b-3a) and the rules 
thereunder. The terms defined in this rule include: ``investment 
adviser representative,'' ``excepted person,'' ``impersonal investment 
advice,'' ``place of business,'' and ``principal office and place of 
business.''
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. IA-1633, 
which was approved by the Commission on May 15, 1997. Comments to the 
proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Rule 203A-4.
    Citation: 17 CFR 275.203A-4.
    Authority: 15 U.S.C. 80b-11(a).
    Description: The Commission adopted rule 203A-4 to implement the 
Investment Advisers Supervision Coordination Act, which, among other 
things, reallocates the responsibilities for regulating investment 
advisers between the Commission and the state securities regulatory 
authorities. The rule states that the Commission shall not assert a 
violation of section 203 of the Investment Advisers Act of 1940 (15 
U.S.C. 80b-3) by a state registered adviser for failure to register 
with the Commission if the adviser reasonably believes that it does not 
have assets under management of at least $30 million and is therefore 
not required to register with the Commission.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. IA-1633, 
which was approved by the Commission on May 15, 1997. Comments to the 
proposing release and Initial Flexibility Analysis were considered at 
that time.
* * * * *
    Title: Rule 2a51-1.
    Citation: 17 CFR 270.2a51-1.
    Authority: 15 U.S.C. 80a-1 et seq., 80a-2(a)(51)(B), 80a-6(c), 80a-
37(a).
    Description: Rule 2a51-1 under the Investment Company Act of 1940 
(``Act'') defines the term ``investment'' for purposes of section 
2(a)(51) of the Act, and section 3(c)(7) of the Act, which excludes 
from regulation under the Act privately offered companies that sell 
their securities to ``qualified purchasers'' owning or investing on a 
discretionary basis a specified amount of ``investments.''
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. IC-22597, 
which was approved by the Commission on April 3, 1997. Comments to the 
proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Rule 2a51-2.
    Citation: 17 CFR 270.2a51-2.
    Authority: 15 U.S.C. 80a-1 et seq., 80a-2(a)(51)(B), 80a-6(c), 80a-
37(a).
    Description: Rule 2a51-2 under the Investment Company Act of 1940 
(``Act'') defines the term ``beneficial owner'' for purposes of section 
2(a)(51) of the Act and section 3(c)(7)(B) of the Act, which permitted 
unregulated private companies that, on or before September 1, 1996, 
relied on section 3(c)(1) of the Act (which excludes from regulation 
under the Act privately offered companies with 100 or fewer 
``beneficial owners'') to convert to unregulated private companies in 
reliance on section 3(c)(7) of the Act (which excludes from regulation 
under the Act privately offered companies that sell their securities to 
``qualified purchasers'' owning or investing on a discretionary basis a 
specified amount of ``investments''). Section 3(c)(7) of the Act was 
enacted in 1996.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. IC-22597, 
which was approved by the Commission on April 3, 1997. Comments to the 
proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Rule 2a51-3.
    Citation: 17 CFR 270.2a51-3.
    Authority: 15 U.S.C. 80a-1 et seq., 80a-2(a)(51)(B), 80a-6(c), 80a-
37(a).
    Description: Rule 2a51-3 under the Investment Company Act of 1940 
(``Act'') provides that a company cannot be a ``qualified purchaser'' 
for purposes of section 3(c)(7) of the Act (which excludes from 
regulation under the Act privately offered companies that sell their 
securities to ``qualified purchasers'' owning or investing on a 
discretionary basis a specified amount of ``investments'' (``private 
fund'')) if it was formed for the specific purpose of acquiring the 
securities offered by a private fund unless each beneficial owner of 
the company's securities is a qualified purchaser.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. IC-22597, 
which was approved by the Commission on April 3, 1997. Comments to the 
proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Rule 3c-1.
    Citation: 17 CFR 270.3c-1.
    Authority: 15 U.S.C. 80a-1 et seq., 80a-6(c), 80a-37(a)
    Description: Rule 3c-1 under the Investment Company Act of 1940 
(``Act'') defines the term ``beneficial owner'' for purposes of section 
3(c)(1) of the Act, which excludes from regulation under the Act 
privately offered companies with 100 or fewer ``beneficial owners.''
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. IC-22597, 
which was approved by the Commission on April 3, 1997. Comments to the 
proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Rule 3c-5.
    Citation: 17 CFR 270.3c-5.
    Authority: 15 U.S.C. 80a-1 et seq., 80a-6(c), 80a-37(a).
    Description: Rule 3c-5 under the Investment Company Act of 1940 
(``Act'') permits ``knowledgeable employees'' of a privately offered 
company (or knowledgeable employees of the company's affiliates) to 
invest in the company without causing the

[[Page 4360]]

company to lose its exclusion from regulation under section 3(c)(1) or 
section 3(c)(7) of the Act. Section 3(c)(1) of the Act excludes from 
regulation under the Act privately offered companies with 100 or fewer 
``beneficial owners.'' Section 3(c)(7) of the Act excludes from 
regulation under the Act privately offered companies that sell their 
securities to ``qualified purchasers'' owning or investing on a 
discretionary basis a specified amount of ``investments.''
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. IC-22597, 
which was approved by the Commission on April 3, 1997. Comments to the 
proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Rule 3c-6.
    Citation: 17 CFR 270.3c-6.
    Authority: 15 U.S.C. 80a-1 et seq., 80a-3(c)(1), 80a-3(c)(7), 80a-
6(c), 80a-37(a).
    Description: Rule 3c-6 under the Investment Company Act of 1940 
(``Act'') treats persons who acquire securities of a privately offered 
company that is excluded from regulation under the Act in reliance on 
section 3(c)(7) of the Act as qualified purchasers for purposes of 
those securities if the acquisition is in accordance with the rule. 
Section 3(c)(7) of the Act excludes from regulation under the Act 
privately offered companies that sell their securities to ``qualified 
purchasers'' owning or investing on a discretionary basis a specified 
amount of ``investments.''
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. IC-22597, 
which was approved by the Commission on April 3, 1997. Comments to the 
proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Rule 3a-4.
    Citation: 17 CFR 270.3a-4.
    Authority: 15 U.S.C. 80a-1 et seq., 80a-6(c), 80a-37(a).
    Description: Rule 3a-4 under the Investment Company Act of 1940 
(``Act'') provides a nonexclusive safe harbor from the definition of 
investment company for certain investment advisory programs. Under the 
rule, an investment program organized and operated in accordance with 
the rule's provisions is deemed not to be an investment company within 
the meaning of the Act.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. IC-22579, 
which was approved by the Commission on March 24, 1997. Comments to the 
proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Rule 17f-6.
    Citation: 17 CFR 270.17f-6.
    Authority: 15 U.S.C. 80a-1 et seq., 80a-6(c), 80a-37(a).
    Description: Rule 17f-6 under the Investment Company Act of 1940 
permits registered investment companies to maintain their assets with 
futures commission merchants and certain other entities in connection 
with futures contracts and commodity options traded on U.S. and foreign 
exchanges.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. IC-22389, 
which was approved by the Commission on December 11, 1996. Comments to 
the proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Rule 17a-9.
    Citation: 17 CFR 270.17a-9.
    Authority: 15 U.S.C. 80a-1 et seq., 80a-6(c), 80a-37(a).
    Description: Rule 17a-9 under the Investment Company Act of 1940 
(the ``Act'') specifies conditions under which, notwithstanding section 
17(a) of the Act, a money market fund affiliate may purchase from the 
money market fund securities that are no longer ``eligible securities'' 
for purposes of rule 2a-7.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. IC-21837, 
which was approved by the Commission on March 21, 1996. Comments to the 
proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Form 24F-2.
    Citation: 17 CFR 274.24.
    Authority: 15 U.S.C. 60a-1 et seq.
    Description: Rule 24f-2 requires every open-end management 
investment company, face amount certificate company, or unit investment 
trust that is deemed to have registered an indefinite amount of 
securities pursuant to Section 24(f) of the Investment Company Act to 
file form 24F-2, Annual Notice of Securities Sold Pursuant to Rule 24f-
2.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 33-7208, 
which the Commission approved on September 1, 1995. Comments to the 
proposing release and Initial Flexibility Analysis were considered at 
that time.
* * * * *
    Title: Rule 18f-3.
    Citation: 17 CFR 270.18f-3.
    Authority: 15 U.S.C. 80a-1 et seq., 80a-37, 80a-39.
    Description: Rule 18f-3 under the Investment Company Act of 1940 
(``Act'') specifies conditions under which, notwithstanding sections 
18(f)(1) and 18(i) of the Act, a registered open-end management 
investment company or series or class thereof established in accordance 
with section 18(f)(2) of the Act whose shares are registered on Form N-
1A may issue more than one class of voting stock.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 33-7143, 
which was approved by the Commission on February 23, 1995. Comments to 
the proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Rule 6c-10.
    Citation: 17 CFR 270.6c-10.
    Authority: 15 U.S.C. 80a-1 et seq., 80a-37, 80a-39.
    Description: Rule 6c-10 under the Investment Company Act of 1940 
(``Act'') specifies conditions under which, notwithstanding sections 
2(a)(32), 2(a)(35), and 22(d) of the Act, a registered open-end 
management investment company or series or class thereof may permit a 
contingent deferred sales load to be imposed on shares issued by the 
company.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. IC-20916, 
which was approved by the Commission on February 23, 1995. Comments to 
the

[[Page 4361]]

proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.

Division of Trading and Markets

    Title: Regulation of Exchanges and Alternative Trading Systems.
    Citation: 17 CFR Parts 202, 240, 242 and 249.
    Authority: 15 U.S.C. 78 et seq., particularly Sections 78c(b), 78e, 
78f, 78k-1, 78o, 78q(a), 78q(b), 78s, 78w(a), and 78mm.
    Description: The Commission adopted new rules and rule amendments 
to allow alternative trading systems to choose whether to register as 
national securities exchanges, or to register as broker-dealers and 
comply with additional requirements under Regulation ATS, depending on 
their activities and trading volume. The Commission also adopted 
amendments to rules regarding registration as a national securities 
exchange, repealing rule 17a-23, and amending the books and records 
rules by transferring the recordkeeping requirements from rule 17a-23 
to rules 17a-3 and 17a-4 as they apply to broker-dealer internal 
trading systems. Finally, the Commission excluded from the rule filing 
requirements for self-regulatory organizations certain pilot trading 
systems operated by national securities exchanges and national 
securities associations. These rules integrated the growing number of 
alternative trading systems into the national market system, 
accommodated the registration of proprietary alternative trading 
systems as exchanges, and provided an opportunity for registered 
exchanges to better compete with alternative trading systems.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 34-40760, 
which was approved by the Commission on December 11, 1998. Comments to 
the proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Amendment to Rule Filing Requirements for Self-Regulatory 
Organizations Regarding New Derivative Securities Products.
    Citation: 17 CFR 240.19b-4(e).
    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77eee, 77ggg, 
77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 
78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d), 78mm, 79q, 79t, 
80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and 80b-11.
    Description: The Commission amended rule 19b-4 under the Securities 
Exchange Act of 1934 to permit self-regulatory organizations to list 
and trade new derivative securities products pursuant to existing self-
regulatory organization trading rules, procedures, surveillance 
programs and listing standards without submitting a proposed rule 
change pursuant to Section 19(b).
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 34-40761, 
which was approved by the Commission on December 8, 1998. The 
Commission received no comments on the Initial Regulatory Flexibility 
Analysis.
* * * * *
    Title: OTC Derivatives Dealers.
    Citation: 17 CFR 200.30-3, 240.3b-12, 240.3b-13, 240.3b-14, 240.3b-
15, 240.8c-1, 240.11a1-6, 240.15a-1, 240.15b1-1, 240.15c2-1, 240.15b9-
2, 240.15c2-5, 240.15c3-1, 240.15c3-2, 240.15c3-3, 240.15c3-4, 240.17a-
3, 240.17a-4, 240.17a-5, 240.17a-11, 240.17a-12, 240.36a1-1, 240.36a1-
2, and 249.617.
    Authority: 15 U.S.C. 78a et seq. (3(b), 11(a), 15(a), 15(b), 15(c), 
17(a), 23, and 36) (15 U.S.C. 78c(b), 78k(a), 78o(a), 78o(b), 78o(c), 
78q(a), 78w, and 78mm).
    Description: The Commission adopted new rules and rule amendments 
to tailor capital, margin, and other broker-dealer regulatory 
requirements to a class of registered dealers, called OTC derivatives 
dealers, that are active in over-the-counter derivatives markets. 
Registration as an OTC derivatives dealer under these rules is optional 
and is an alternative to registration as a broker-dealer under the 
traditional broker-dealer regulatory structure. It is available only to 
entities that engage in dealer activities in eligible over-the-counter 
derivative instruments and that meet certain financial responsibility 
and other requirements.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 34-40594, 
which was approved by the Commission on October 23, 1998. The 
Commission received no comments on the Initial Regulatory Flexibility 
Analysis.
* * * * *
    Title: Lost Securityholders.
    Citation: 17 CFR 240.17Ad-17, 240.17Ad-7, and 249b.102.
    Authority: 15 U.S.C. 77a et seq., 15 U.S.C. 78a et seq., 15 U.S.C. 
79a et seq., 15 U.S.C. 80a et seq.
    Description: The Commission adopted rules 17Ad-17 and 17a-24 \2\ 
under the Securities Exchange Act of 1934, and amended form TA-2 and 
rule 17Ad-7 under the Securities Exchange Act. Rule 17Ad-17 (designed 
to reduce the number of ``lost securityholders'') requires transfer 
agents to conduct searches in an effort to locate lost securityholders. 
The amendment to rule 17Ad-7 set forth the retention time period for 
the records relating to compliance with rule 17Ad-17, and the 
amendments to form TA-2 provide the means for transfer agents to report 
required information to the Commission.
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    \2\ The Commission rescinded rule 17a-24 in a revised transfer 
agent rule, Release No. 34-42892 (July 9, 2000).
---------------------------------------------------------------------------

    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 34-39176, 
which was approved by the Commission on October 1, 1997. Comments to 
the proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Net Capital Rule.
    Citation: 17 CFR 240.15c3-1.
    Authority: 15 U.S.C. 77a et seq., 15 U.S.C. 78a et seq., 15 U.S.C. 
79a et seq., 15 U.S.C. 80a et seq.
    Description: The Commission amended rule 15c3-1 (``Net Capital 
Rule'') under the Securities Exchange Act of 1934 to permit broker-
dealers to employ theoretical option pricing models in determining net 
capital requirements for listed options and related positions. 
Alternatively, the rule permits broker-dealers to elect a strategy-
based methodology. The amendments simplified the Net Capital Rule's 
treatment of options for capital purposes and were designed to more 
accurately reflect the risk inherent in broker-dealer options 
positions.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 34-38248, 
which was approved by the Commission on February 6, 1997. The 
Commission received no comments on the Initial Regulatory Flexibility 
Analysis.
* * * * *

[[Page 4362]]

    Title: Reporting Requirements for Brokers or Dealers under the 
Securities Exchange Act of 1934.
    Citation: 17 CFR 240.17a-4.
    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77eee, 77ggg, 77nnn, 
77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78k, 78k-1, 78l, 78m, 78n, 78o, 
78p, 78q, 78s, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23, 80a-29, 
80a-37, 80b-3, 80b-4 and 80b-11.
    Description: The Commission amended the broker-dealer record 
preservation rule to allow broker-dealers to employ, under certain 
conditions, electronic storage media to maintain records required to be 
retained. The Commission also issued an interpretation of its record 
preservation rule relating to the treatment of electronically generated 
communications.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 34-38245, 
which was approved by the Commission on January 31, 1997. The 
Commission received no comments on the Initial Regulatory Flexibility 
Analysis.
* * * * *
    Title: Anti-Manipulation Rules Concerning Securities Offerings.
    Citation: 17 CFR 228.502, 228.508, 229.502, 229.508, 230.418, 
230.461, 240.10b-18, 240.11a-1, 240.13e-4, 240.13e-102, 240.14d-102, 
240.17a-2, and 17 CFR Part 242.
    Authority: 15 U.S.C. 77a et seq., 15 U.S.C. 78a et seq., 15 U.S.C. 
79a et seq., 15 U.S.C. 80a et seq.
    Description: The Commission adopted new Regulation M governing the 
activities of underwriters, issuers, selling security holders, and 
others in connection with offerings of securities. Regulation M was 
intended to preclude manipulative conduct by persons with an interest 
in the outcome of an offering. Regulation M significantly eased 
regulatory burdens on offering participants by eliminating the trading 
restrictions for underwriters of actively-traded securities; reducing 
the scope of coverage for other securities; reducing restrictions on 
issuer plans; providing a more flexible framework for stabilizing 
transactions; and deregulating rights offerings. Consisting of five new 
rules, plus a new definitional rule, Regulation M replaced rules 10b-6, 
10b-6A, 10b-7, 10b-8, and 10b-21 (``trading practices rules'') under 
the Securities Exchange Act of 1934 (``Exchange Act''), which were 
rescinded. In addition, related amendments were made to Items 502(d) 
and 508 of Regulations S-B and S-K, and to rules 10b-18 and 17a-2 under 
the Exchange Act. Conforming changes to various rules under the 
Securities Act of 1933 and the Exchange Act were made to reflect the 
repeal of the trading practices rules and the adoption of Regulation M.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 34-38067, 
which the Commission approved on December 20, 1996. Comments to the 
proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Odd-Lot Tender Offers by Issuer.
    Citation: 17 CFR 240.13e-4.
    Authority: 15 U.S.C. 77a et seq., 15 U.S.C. 78a et seq., 15 U.S.C. 
79a et seq., 15 U.S.C. 80a et seq.
    Description: The Commission adopted an amendment to rule 13e-4 
under the Securities Exchange Act of 1934 (``Exchange Act''). The 
amendment removed the rule's requirement that an issuer cash tender 
offer made to odd-lot holders specify a record date of ownership for 
eligibility to tender into the offer. The amendment enabled issuers to 
conduct continuous, periodic, or extended odd-lot offers for their 
equity securities. The Commission also granted a class exemption from 
rule 10b-13,\3\ and a temporary class exemption from rule 10b-6,\4\ 
under the Exchange Act to permit issuers to conduct odd-lot offers, to 
``round-up'' odd-lots on behalf of odd-lot holders, and to make 
purchases of their securities otherwise than pursuant to the odd-lot 
offer.
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    \3\ The Commission replaced rule 10b-13 with new rule 14e-5 in 
adopting regulations on cross-border tender offers, Release No. 33-
7760, 64 FR 61408 (Nov. 14, 1999).
    \4\ The Commission withdrew and replaced rule 10b-6 in adopting 
Regulation M, infra.
---------------------------------------------------------------------------

    Prior Commission Determination Under 5 U.S.C. 601: The Chairman of 
the Commission certified in connection with the Proposing Release that 
the proposed amendment to Rule 13e-4 and the proposed class exemptions 
from Rules 10b-6 and 10b-13, if adopted, would not have a significant 
impact on a substantial number of small entities. The Commission 
received no comments on this certification.
* * * * *
    Title: Order Execution Obligations (Rules 11Ac1-4 and 11Ac1-1).\5\
---------------------------------------------------------------------------

    \5\ The Commission renumbered rules 11Ac1-1 and 11Ac1-4 in 
adopting Regulation NMS, Release No. 34-51808, 70 FR 37496 ( June 
29, 2005). They are now at 17 CFR 242.602 and 242.604, respectively.
---------------------------------------------------------------------------

    Citation: 17 CFR 240.11Aa3-1, 240.11Ac1-1 and 240.11Ac1-4 (renamed 
17 CFR 242.601(a), 242.602(a)(1) and 242.604).
    Authority: 15 U.S.C. 77a et seq., 15 U.S.C. 78a et seq., 15 U.S.C. 
79a et seq., 15 U.S.C. 80a et seq.
    Description: The Commission adopted new rule 11Ac1-4 (``Display 
Rule'') under the Securities Exchange Act of 1934 (``Exchange Act'') to 
require the display of customer limit orders priced better than a 
specialist's or over-the-counter market maker's quote or that add to 
the size associated with such quote. The Commission also adopted 
amendments to rule 11Ac1-1 (``Quote Rule'') under the Exchange Act to 
require a market maker to publish quotations for any listed security 
when it is responsible for more than 1% of the aggregate trading volume 
for that security and to make publicly available any superior prices 
that a market maker privately quotes through certain electronic 
communications networks. These rules were designed to address growing 
concerns about the handling of customer orders for securities. Finally, 
the Commission deferred action on proposed rule 11Ac1-5. The substance 
of this regulation remains largely intact in rules 602 and 604 of 
Regulation NMS. See Release No. 34-51808, 69 FR 37496 (June 29, 2005).
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 34-37619A, 
which was approved by the Commission on September 6, 1996. Comments to 
the proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.
* * * * *
    Title: Unlisted Trading Privileges.
    Citation: 17 CFR 240.12f-1, 17 CFR 240.12f-2, 17 CFR 240.12f-3, 17 
CFR 240.12f-5, 17 CFR 240.12f-6.
    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77eee, 77ggg, 77nnn, 
77sss, 77ttt, 78a, 78c, 78d, 78i, 78j, 78l, 78m, 78n, 78o, 78p, 78q, 
78s, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-
3, 80b-4 and 80b-11.
    Description: The Commission adopted new rules and rule amendments 
to reduce the period that exchanges must wait before extending Unlisted 
Trading Privileges (``UTP'') to any listed initial public offering, 
from the third trading day in the security to the second trading day in 
the security. The rules also require exchanges to have rules and

[[Page 4363]]

oversight mechanisms in place to ensure fair and orderly markets and 
the protection of investors with respect to UTP in any security.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 34-35637, 
which was approved by the Commission on April 21, 1995. Comments to the 
proposing release and Initial Regulatory Flexibility Analysis were 
considered at that time.

Office of General Counsel

    Title: Rules of Practice.
    Citation: 17 CFR Parts 200 and 201.
    Authority: 5 U.S.C. 551, 554, 556, and 557.
    Description: The Commission comprehensively revisited its Rules of 
Practice (``Rules''), the procedural rules that govern Commission 
administrative proceedings. The proceedings include enforcement 
proceedings initiated by the Commission and review of disciplinary 
proceedings brought by self-regulatory organizations. They also cover 
administrative temporary cease-and-desist and disgorgement orders. The 
Rules implemented revised procedures for the conduct of hearings, 
including simplified service of orders instituting proceeding, expanded 
use of prehearing conferences, codification of policies on the 
availability of certain investigation files to respondents in 
enforcement and disciplinary proceedings, issuance of subpoenas 
returnable prior to hearing and the consideration by administrative law 
judges of dispositive motions prior to hearing.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 34-35833, 
which was approved by the Commission on June 9, 1995. The Commission 
received no comments on the Initial Regulatory Flexibility Analysis.

Office of the Chief Accountant

    Title: Amendments to Rule 102(e): Appearance and practice before 
the Commission.
    Citation: 17 CFR 201.102.
    Authority: 15 U.S.C. 78a et seq.
    Description: These amendments to the Commission's Rules of Practice 
clarify the Commission's standard for determining when accountants 
engage in ``improper professional conduct'' such that the Commission 
can censure, suspend or bar accountants who appear and practice before 
it.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 34-40567, 
which was approved by the Commission on October 19, 1998. Comments to 
the proposing release and Initial Regulatory Flexibility analysis were 
considered at that time.
* * * * *
    Title: Rule 10A-1: Notice to the Commission pursuant to Section 10A 
of the Exchange Act.
    Citation: 17 CFR 240.10A-1.
    Authority: 15 U.S.C. 78a et seq.
    Description: These rules are designed to implement the reporting 
requirements in Section 10A of the Securities Exchange Act of 1934.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 34-38387, 
which was approved by the Commission on March 12, 1997. Comments to the 
proposing release and Initial Regulatory Flexibility analysis were 
considered at that time.
    The Commission invites public comment on both the list and on the 
rules to be reviewed.

    By the Commission.

    Dated: January 14, 2009.
Elizabeth M. Murphy,
Secretary.
[FR Doc. E9-1173 Filed 1-23-09; 8:45 am]
BILLING CODE 8011-01-P


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