March 30, 2000
Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0609
|Re:||File No. S7-6-00
Privacy of Consumer Financial Information (Regulation S-P)
Dear Mr. Katz:
The following letter is in response to the request for comments regarding the proposed amendments to Title 17, Chapter II of the Code of Federal Regulations by the addition of Part 248 -Regulation S-P: Privacy of Consumer Financial Information.
We have reviewed the applicable provisions of the Gramm-Leach-Bliley Act (the "Act") and the proposed rules the Securities and Exchange Commission (the "Commission") is considering in order to implement the directives of the Act. The rules should prove to be a valuable benefit to individuals and the protection of their financial privacy; however, we would like to raise a situation where we believe the proposed rules will cause more collective harm than good.
Bancroft Convertible Fund, Inc. and Ellsworth Convertible Growth & Income Fund, Inc. (collectively, the "Funds") are two closed end investment companies that are publicly traded on the American Stock Exchange. As such, we function much like a traditional, publicly held corporation, with the vast majority of our shares held beneficially by our individual stockholders, with the record holders usually being their broker/dealers. However, a minority of our stockholders hold their shares directly as the record owners. The only information we have about them is the basic information we receive from our stock transfer agent, namely, the stockholder's name, address and number of shares they hold. We receive no additional information about them or their financial situation, and have little in the way of direct correspondence with them, other than providing periodic reports and annual proxy statements and sending dividend payments.
Nevertheless, according to the proposed rules, these minority investors will be considered "consumers" and/or "customers" and, therefore, entitled to the protection of the notice provisions and other requirements contained in the rules. We receive no "nonpublic personal information" regarding these stockholders that the rules are designed to protect. We have no "affiliates", nor do we have any affiliation with the Funds' transfer agents and custodians. Accordingly, it is difficult for us to see the added benefit or protection afforded our stockholders by requiring us to provide initial and/or annual notices to these individuals, as the proposed rules apparently would dictate. These notices will require a significant expenditure of time and money to prepare and distribute the information, costs which eventually result in a lower return on investment for our stockholders.
One possible solution to this situation may be to require notices only by those "financial institutions" that actually receive or routinely deal with "nonpublic personal information" about individuals. Another possible solution may be to allow financial institutions who would be subject to the rules, but have no need for policies or procedures because they have no use for "nonpublic personal information", to simply make a statement to that effect to the stockholders. We have never been in the practice of collecting or distributing any nonpublic personal information about our stockholders, and we have no plans to do so in the future. To subject listed, closed end investment companies who happen to have record owners of shares who are individuals but who have no affiliations with other financial institutions to the same requirements that apply to broker/dealers, investment companies or investment advisers, some of whom currently disclose nonpublic personal information for a profit, does not seem to further the goals of the Act. We would welcome the opportunity to discuss this issue further with the Commission, or to provide any further information as the Commission continues to develop the proposed rules. Thank you for your time and consideration.
Thomas H. Dinsmore
cc: Boards of Directors