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U.S. Securities and Exchange Commission

SECURITIES AND EXCHANGE COMMISSION

17 CFR Chapter II

[Release Nos. 33-8451, 34-50094, 35-27877, 39-2422, IA-2268, IC-26521; File No. S7-31-04]

LIST OF RULES TO BE REVIEWED PURSUANT TO THE REGULATORY FLEXIBILITY ACT

AGENCY:   Securities and Exchange Commission.

ACTION:   Publication of list of rules being reviewed.

SUMMARY:   The Securities and Exchange Commission is today publishing a list of rules it is reviewing pursuant to Section 610 of the Regulatory Flexibility Act. The list is published to provide the public with notice that these rules are being reviewed by the agency and to invite public comment on them.

DATES:   Comments should be received on or before September 1, 2004.

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

Electronic comments:

Paper comments:

  • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, D.C. 20549-0609.

All submissions should refer to File Number S7-31-04. 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 are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW, Washington, DC 20549. 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 H. Sullivan, Office of the General Counsel, at 202-942-0954, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549.

SUPPLEMENTARY INFORMATION:  The Regulatory Flexibility Act ("RFA"), codified at 5 U.S.C. 600-611, requires agencies every year to review those rules it adopted ten years ago that have a significant economic impact upon a substantial number of small entities. 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purpose of the review is "to determine whether such rules should be continued without change, or should be amended or rescinded ...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 Commission, as a matter of policy, reviews all rules which it publishes 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, 1980), 46 FR 19251. 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.

Pursuant to the RFA, the rules and forms listed below are being reviewed by the staff of the Commission during 2004. The rules are grouped according to which Division or Office of the Commission will review each rule:

Rules and Forms to be Reviewed by the Division of Corporation Finance

1. Safe Harbor for Public Announcement of Unregistered Offerings

Citation: 17 CFR 230.135c

Authority: 15 U.S.C. 77a et seq.

Description: The rule created a safe harbor for certain company announcements regarding exempt offerings or unregistered offshore offerings.

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. 33-7053, which was approved by the Commission on April 19, 1994. Any comments to the proposing release were considered at that time. The amendments were designed to minimize costs to small business issuers, without sacrificing important concerns of investors.

Rules and Forms to be Reviewed by the Divisions of Corporation Finance and Market Regulation

2. Exemptive Relief and Simplification of Filing Requirements for Debt Securities to Be Listed on a National Securities Exchange

Citation: 17 CFR 240.3a12-11, 240.12d1-2

Authority: 15 U.S.C. 77a et seq., 15 U.S.C. 78a et seq.

Description: These rules were adopted to reduce regulatory distinctions between debt securities listed on a national securities exchange and those traded in the over-the-counter market by exempting listed debt securities from restrictions on borrowing and from most of the proxy and information statement rules.

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. 34-34922, which was approved by the Commission on November 1, 1994. Any comments to the proposing release were considered at that time. The rules were designed to decrease costs and compliance burdens on small entities.

3. Municipal Securities Disclosure

Citation: 17 CFR 240.15c2-12

Authority: 15 U.S.C. 77a et seq., 15 U.S.C. 78a et seq., 15 U.S.C. 79q, 15 U.S.C. 79t, 15 U.S.C. 80a et seq.

Description: These rules prohibit the underwriting and subsequent recommendation of securities for which adequate information is not available.

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. 34-34961, which was approved by the Commission on November 10, 1994. Any comments to the proposing release were considered at that time. The rules were drafted to decrease costs and compliance burdens on small entities.

4. Limited Partnership Roll-up Transactions

Citation: 17 CFR 240.3b-11, 240.14a-15, 240.14e-7

Authority: 15 U.S.C. 77a et seq., 15 U.S.C. 78a et seq.

Description: These rules were adopted to implement provisions of the Limited Partnership Rollup Reform Act of 1993.

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. 33-7113, which was approved by the Commission on December 1, 1994. Any comments to the proposing release were considered at that time. The rules were drafted to decrease costs and compliance burdens on small entities.

Rule to be Reviewed by the Division of Investment Management

5. Rule 486

Citation: 17 CFR 230.486

Authority: 15 U.S.C. 77a et seq., 15 U.S.C. 78a et seq., 15 U.S.C. 79t, 15 U.S.C. 80a et seq.

Description: Rule 486 under the Securities Act of 1933 establishes procedures for post-effective amendments to registration statements filed by closed-end interval funds.

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. 33-7083, which was approved by the Commission on August 17, 1994. The Commission stated that proposed Rule 486 would have no significant economic impact on any small entity.

Rules and Forms to be Reviewed by the Division of Market Regulation

6. Customer Account Statements

Citation: 17 CFR 240.11Ac1-3

Authority: 15 U.S.C. 77a et seq., 15 U.S.C. 78a et seq., 15 U.S.C. 79q, 79t, 15 U.S.C. 80a et seq.

Description: The rule requires enhanced disclosure of payment for order flow practices on customer confirmations, and account statements, as well as upon opening new accounts.

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. 34-34902, which the Commission approved on October 27, 1994. Any comments to the proposing release were considered at that time.

7. Notice of Assumption or Termination of Transfer Agent Services

Citation: 17 CFR 17Ad-16

Authority: 15 U.S.C. 78a et seq.

Description: The rule requires a registered transfer agent to provide written notice to a registered securities depository when terminating or assuming transfer agent services on behalf of an issuer or when changing its name or address.

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. 34-35039, which the Commission approved on December 1, 1994. No comments concerning regulatory flexibility matters were received.

The Commission invites public comment on both the list and on the rules to be reviewed. The Commission particularly solicits public comment on whether the listed rules affect small businesses in new or different ways than when they were first adopted.

By the Commission.

Margaret H. McFarland
Deputy Secretary

Dated: July 27, 2004

 

http://www.sec.gov/rules/other/33-8451.htm


Modified: 07/28/2004