[Federal Register Volume 83, Number 228 (Tuesday, November 27, 2018)]
[Proposed Rules]
[Pages 60791-60802]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-25861]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Chapter II

[Release Nos. 33-10576; 34-84640; 39-2523; IA-5067; IC-33298; File No. 
S7-25-18]


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 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change, or should be amended or rescinded to minimize any significant 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 December 27, 2018.

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/proposed.shtml); or
     Send an email to [email protected]. Please include 
File Number S7-XX-18 on the subject line.

Paper Comments

     Send paper comments to Brent J. Fields, Secretary, 
Securities and Exchange Commission, 100 F Street NE, Washington, DC 
20549-1090.

All submissions should refer to File No. S7-XX-18. 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 website (http://www.sec.gov/rules/other.shtml). Comments also 
are available for website 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. Persons submitting 
comments are cautioned that we do not redact or edit personal 
identifying information from comment submissions. You should submit 
only information that you wish to make available publicly.

FOR FURTHER INFORMATION CONTACT: Leila Bham, Office of the General 
Counsel, 202-551-5532.

SUPPLEMENTARY INFORMATION: The Regulatory Flexibility Act (``RFA''), 
codified at 5 U.S.C. 601-612, 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

[[Page 60792]]

their continued utility. When the Commission implemented the Act in 
1981, 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. The rules and forms listed below are 
scheduled for review by staff of the Commission.
    Title: Fund of Funds Investments.
    Citation: 17 CFR 270.12d1-1, 17 CFR 270.12d1-2, 17 CFR 270.12d1-3.
    Authority: 15 U.S.C. 77f, 77g(a), 77j, 77s(a), 80a-6(c), 80a-8(b), 
80a-12(d)(1)(J), 80a-24(a), 80a-29, 80a-37(a).
    Description: The Commission adopted three new rules under the 
Investment Company Act of 1940 (``Investment Company Act'') that 
address the ability of an investment company (``fund'') to acquire 
shares of another fund. Section 12(d)(1) of the Investment Company Act 
prohibits, subject to certain exceptions, so-called ``fund of funds'' 
arrangements, in which one fund invests in the shares of another. The 
rules broadened the ability of a fund to invest in shares of another 
fund in a manner consistent with the public interest and the protection 
of investors. The Commission also adopted amendments to forms used by 
funds to register under the Investment Company Act and offer their 
shares under the Securities Act of 1933 (``Securities Act''). The 
amendments improved the transparency of the expenses of funds of funds 
by requiring that the expenses of the acquired funds be aggregated and 
shown as an additional expense in the fee table of the fund of funds.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. IC-27399 (June 20, 2006). The 
Commission solicited comment on the Initial Regulatory Flexibility 
Analysis included in the proposing release, Release No. IC-26198 (Oct. 
1, 2003), but, as stated in the adopting release, received no comments 
on that analysis.
* * * * *
    Title: Joint Final Rules: Application of the Definition of Narrow-
Based Security Index to Debt Securities Indexes and Security Futures on 
Debt Securities.
    Citation: 17 CFR 41.15, 17 CFR 41.21, 17 CFR 240.3a55-4, 17 CFR 
240.6h-2.
    Authority: 7 U.S.C. 1a(25)(B)(vi) and 2(a)(1)(D); 15 U.S.C. 
78c(a)(55)(C)(vi), 78c(b), 78f(h), 78w(a), 78mm.
    Description: The Commodity Futures Trading Commission (``CFTC'') 
and the Commission adopted a new rule and amended an existing rule 
under the Commodity Exchange Act and adopted two new rules under the 
Securities Exchange Act of 1934 (``Exchange Act'') that modified the 
applicable statutory listing standards requirements to permit security 
futures to be based on individual debt securities or a narrow-based 
security index composed of such securities. In addition, these rules 
and rule amendment exclude from the definition of ``narrow-based 
security index'' debt securities indexes that satisfy specified 
criteria. A future on a debt securities index excluded from the 
definition of narrow-based security index is not a security future and 
may trade subject to the exclusive jurisdiction of the CFTC.
    Prior RFA Analysis: Pursuant to Section 605(b) of the Regulatory 
Flexibility Act, the Commission certified that 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. 34-53560 (March 29, 2006). As stated in the 
adopting release, Release No. 34-54106 (July 6, 2006), the Commission 
received no comments concerning the impact on small entities or the 
Regulatory Flexibility Act certification.
* * * * *
    Title: Executive Compensation and Related Person Disclosure.
    Citation: 17 CFR 229.201, 17 CFR 229.306, 17 CFR 229.401, 17 CFR 
229.402, 17 CFR 229.403, 17 CFR 229.404, 17 CFR 229.407, 17 CFR 
229.601, 17 CFR 229.1107, 17 CFR 232.304, 17 CFR 240.13a-11, 17 CFR 
240.13a-20, 17 CFR 240.14a-3, 17 CFR 240.14a-6, 17 CFR 240.14c-5, 17 
CFR 240.15d-11, 17 CFR 240.16b-3, 17 CFR 240.14a-101, 240 CFR 15d-20, 
17 CFR 245.100, 17 CFR 249.308, 17 CFR 249.210, 17 CFR 249.210b, 17 CFR 
249.308a, 17 CFR 249.308b, 17 CFR 249.310, 17 CFR 249.310b, 17 CFR 
249.220f, 17 CFR 239.11, 17 CFR 239.13, 17 CFR 239.25, 17 CFR 239.18, 
17 CFR 239.15A, 17 CFR 274.11A, 17 CFR 239.14, 17 CFR 274.11a-1, 17 CFR 
239.17a, 17 CFR 274.11b, 17 CFR 249.331, 17 CFR 274.128.
    Authority: 15 U.S.C. 77c, 77d, 77e, 77f, 77g, 77h, 77j, 77k, 77s, 
77s(a), 77z-2, 77z-3, 77aa(25), 77aa(26), 77mm, 77ddd, 77eee, 77ggg, 
77hhh, 77iii, 77jjj, 77nnn, 77sss, 77sss(a), 77ttt, 78a et seq., 78c, 
78c(b), 78d, 78e, 78f, 78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 
78o, 78o(d), 78p, 78q, 78s, 78u-5, 78w, 78w(a), 78x, 78ll, 78ll(d), 
78mm, 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, 79t, 79t(a), 80a-2(a), 
80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-20, 80a-23, 80a-24, 80a-26, 
80a-29, 80a-30, 80a-31(c), 80a-37, 80a-38(a), 80a-39, 80b-3, 80b-4, 
80b-11, 7201 et seq.; 18 U.S.C. 1350.
    Description: The Commission adopted amendments to the disclosure 
requirements for executive and director compensation, related person 
transactions, director independence and other corporate governance 
matters and security ownership of officers and directors. These 
amendments apply to disclosure in proxy and information statements, 
periodic reports, current reports, and other filings under the Exchange 
Act and to registration statements under the Exchange Act and the 
Securities Act. The Commission also adopted a requirement that 
disclosure under the amended items generally be provided in plain 
English. The amendments were intended to make proxy and information 
statements, reports, and registration statements easier to understand. 
They were also intended to provide investors with a clearer and more 
complete picture of the compensation earned by a company's principal 
executive officer, principal financial officer and highest paid 
executive officers and members of its board of directors. In addition, 
they were intended to provide better information about key financial 
relationships among companies and their executive officers, directors, 
significant shareholders, and their respective immediate family 
members.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. 33-8732A (Aug. 29, 2006). In the 
adopting release, the Commission considered comments received on the 
Initial Regulatory Flexibility Analysis included in the proposing 
release, Release No. 33-8655 (Jan. 27, 2006).
* * * * *
    Title: Mutual Fund Redemption Fees.
    Citation: 17 CFR 270.22c-2.
    Authority: 15 U.S.C. 80a-6(c), 80a-22(c), 80a-37(a).

[[Page 60793]]

    Description: The Commission adopted amendments to a rule under the 
Investment Company Act. The rule, among other things, requires most 
open-end investment companies (``funds'') to enter into agreements with 
intermediaries, such as broker-dealers, that hold shares on behalf of 
other investors in so called ``omnibus accounts.'' These agreements 
must provide funds access to information about transactions in these 
accounts to enable the funds to enforce restrictions on market timing 
and similar abusive transactions. The Commission amended the rule to 
clarify the operation of the rule and reduce the number of 
intermediaries with which funds must negotiate shareholder information 
agreements.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. IC-27504 (Sept. 27, 2006). In the 
adopting release, the Commission considered comments received on the 
Initial Regulatory Flexibility Analysis included in the proposing 
release, Release No. IC-27255 (Feb. 28, 2006).
* * * * *
    Title: Definition of Eligible Portfolio Company Under the 
Investment Company Act of 1940.
    Citation: 17 CFR 270.2a-46, 17 CFR 270.55a-1.
    Authority: 15 U.S.C. 80a-2(a)(46)(C)(iv), 80a-6(c), 80a-38(a).
    Description: The Commission adopted two new rules under the 
Investment Company Act. The new rules more closely aligned the 
definition of eligible portfolio company, and the investment activities 
of business development companies, with the purpose that Congress 
intended. The rules expanded the definition of eligible portfolio 
company in a manner that promotes the flow of capital to certain small, 
developing and financially troubled companies.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. IC-27538 (Oct. 25, 2006). The 
Commission solicited comment on the Initial Regulatory Flexibility 
Analysis included in the proposing release, Release No. IC-26647 (Nov. 
1, 2004), but, as stated in the adopting release, received no comments 
that specifically addressed that analysis.
* * * * *
    Title: Electronic Filing of Transfer Agent Forms.
    Citation: 17 CFR 232.101, 17 CFR 232.104, 17 CFR 232.201, 17 CFR 
240.17Ac2-1, 17 CFR 240.17Ac2-2, 17 CFR 240.17Ac3-1, 17 CFR 249b.100, 
17 CFR 249b.101, 17 CFR 249b.102, 17 CFR 239.63, 17 CFR 249.446, 17 CFR 
269.7, 17 CFR 274.402.
    Authority: 15 U.S.C. 77s(a), 15 U.S.C. 78m(a), 15 U.S.C. 78w(a), 15 
U.S.C. 78ll, 15 U.S.C. 77sss, 15 U.S.C. 80a-29, 15 U.S.C. 80a-37, 15 
U.S.C. 78q(a), 15 U.S.C. 78q-1(c).
    Description: The Commission adopted amendments to the rules and 
forms to require that the forms filed with respect to transfer agent 
registration, annual reporting, and withdrawal from registration be 
filed with the Commission electronically. The forms are required to be 
filed on the Commission's EDGAR database in XML format and are 
accessible to Commission staff and the public for search and retrieval. 
The purpose of the amendments was to improve the Commission's ability 
to utilize the information reported on the forms in performing its 
oversight function of transfer agent operations and to publicly 
disseminate the information on the forms.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. No. 34-54864 (Dec. 4, 2006). In 
the adopting release, the Commission considered comments received on 
the Initial Regulatory Flexibility Analysis included in the proposing 
release, Release No. 34-54356 (Aug. 24, 2006).
* * * * *
    Title: Internet Availability of Proxy Materials.
    Citation: 17 CFR 240.14a-2, 17 CFR 240.14a-3, 17 CFR 240.14a-4, 17 
CFR 240.14a-7, 17 CFR 240.14a-8, 17 CFR 240.14a-12, 17 CFR 240.14a-13, 
17 CFR 240.14b-1, 17 CFR 240.14b-2, 17 CFR 240.14c-2, 17 CFR 240.14c-3, 
17 CFR 240.14c-5, 17 CFR 240.14c-7, 17 CFR 240.14a-101, 17 CFR 240.14c-
101, 17 CFR 249.310, 17 CFR 249.308a, 17 CFR 249.330 and 274.101, 17 
CFR 240.14a-16.
    Authority: 15 U.S.C. 77c, 77d, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-
3, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c(b), 78d, 78e, 78f, 78g, 
78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78o(d),78p, 78q, 78s, 
78u-5, 78w, 78x, 78ll, 78mm, 80a-8, 80a-20, 80a-23, 80a-24, 80a-26, 
80a-29, 80a-37, 80b-3, 80b-4, 80b-11, and 7202, 7233,7241, 7262, 7264 
and 7265.; and 18 U.S.C. 1350.
    Description: The Commission adopted amendments to the proxy rules 
under the Exchange Act that provide an alternative method for issuers 
and other persons to furnish proxy materials to shareholders by posting 
them on an internet website and providing shareholders with notice of 
the availability of the proxy materials. Issuers must make copies of 
the proxy materials available to shareholders on request, at no charge 
to shareholders. The amendments put into place processes that will 
provide shareholders with notice of, and access to, proxy materials 
while taking advantage of technological developments and the growth of 
the internet and electronic communications. Issuers that rely on the 
amendments may be able to significantly lower the costs of their proxy 
solicitations that ultimately are borne by shareholders. The amendments 
also might reduce the costs of engaging in a proxy contest for 
soliciting persons other than the issuer. The amendments do not apply 
to business combination transactions, and also do not affect the 
availability of any existing method of furnishing proxy materials.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
adoption of Release No. 34-55146 (Jan. 29, 2007). In the adopting 
release, the Commission considered comments received on the Initial 
Regulatory Flexibility Analysis included in the proposing release, 
Release No. 34-52926 (Dec. 8 2005).
* * * * *
    Title: Covered Securities Pursuant to Section 18 of the Securities 
Act of 1933.
    Citation: 17 CFR 230.146(b).
    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 
77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78t, 78w, 78ll(d), 
78mm, 80a-8, 80a-24, 80a-28, 80a29, 80a-30, and 80a-37.
    Description: The Commission adopted an amendment to Rule 146 under 
Section 18 of the Securities Act to designate certain securities 
listed, or authorized for listing, on the Nasdaq Capital Market tier of 
The NASDAQ Stock Market LLC as covered securities for purposes of 
Section 18(b) of the Securities Act. Covered securities under Section 
18(b) of the Securities Act are exempt from state law registration 
requirements. The Commission also amended Rule 146 to correct the rule 
text to conform it to the language of Section 18 of the Securities Act.
    Prior RFA Analysis: Pursuant to Section 605(b) of the Regulatory 
Flexibility Act, the Commission certified that the rule would not have 
a significant economic impact on a substantial number of small 
entities.

[[Page 60794]]

This certification was incorporated into the proposing release, Release 
No. 33-8754 (Nov. 22, 2006). As stated in the adopting release, Release 
No. 33-8791 (Apr. 18, 2007), the Commission received no comments 
concerning the impact on small entities or the Regulatory Flexibility 
Act certification.
* * * * *
    Title: Oversight of Credit Rating Agencies Registered as Nationally 
Recognized Statistical Rating Organizations.
    Citation: 17 CFR 240.17g-1, 17 CFR 240.17g-2, 17 CFR 240.17g-3, 17 
CFR 240.17g-4, 17 CFR 240.17g-5, 17 CFR 240.17g-6, and 17 CFR 249b.300.
    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-l, 
78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll, 
78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, and 7201 et 
seq.; and 18 U.S.C. 1350.
    Description: The Commission adopted rules to implement provisions 
of the Credit Rating Agency Reform Act of 2006 (the ``Rating Agency 
Act''), enacted on September 29, 2006. The Rating Agency Act defines 
the term ``nationally recognized statistical rating organization,'' 
provides authority for the Commission to implement registration, 
recordkeeping, financial reporting, and oversight rules with respect to 
registered credit rating agencies, and directs the Commission to issue 
final implementing rules.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. 34-55857 (Jun. 5, 2007). The 
Commission solicited comment on the Initial Regulatory Flexibility 
Analysis included in the proposing release, Release No. 34-55231 (Feb. 
2, 2007), but, as stated in the adopting release, received no comments 
on that analysis.
* * * * *
    Title: Regulation SHO and Rule 10a-1.
    Citation: 17 CFR 240.10a-1; 17 CFR 242.200; 17 CFR 242.201.
    Authority: 15 U.S.C. 78b, 78c(b), 78f, 78i(a), 78j(a), 78k-1, 78o, 
78o-3, 78q, 78q-1, 78w(a).
    Description: The Commission adopted amendments to the short sale 
price test under the Exchange Act. The amendments are intended to 
provide a more consistent regulatory environment for short selling by 
removing restrictions on the execution prices of short sales, as well 
as prohibiting any self-regulatory organization from having a price 
test. In addition, the Commission adopted amendments to Regulation SHO 
to remove the requirement that a broker-dealer mark a sell order of an 
equity security as ``short exempt,'' if the seller is relying on an 
exception from a price test.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. 34-55970 (Jun. 28, 2007). In the 
adopting release, the Commission considered comments received on the 
Initial Regulatory Flexibility Analysis included in the proposing 
release, Release No. 34-54891 (Dec. 7, 2006).
* * * * *
    Title: Shareholder Choice Regarding Proxy Materials.
    Citation: 17 CFR 240.14a-3, 17 CFR 240.14a-7, 17 CFR 240.14a-16, 17 
CFR 240.14a-101, 17 CFR 240.14b-1, 17 CFR 240.14b-2, 17 CFR 240.14c-2, 
and 17 CFR 240.14c-3.
    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, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, and 7201 et 
seq.; and 18 U.S.C. 1350.
    Description: The Commission adopted amendments to the proxy rules 
under the Exchange Act to provide shareholders with the ability to 
choose the means by which they access proxy materials. Under the 
amendments, issuers and other soliciting persons are required to post 
their proxy materials on an internet website and provide shareholders 
with a notice of the internet availability of the materials. The issuer 
or other soliciting person may choose to furnish paper copies of the 
proxy materials along with the notice. If the issuer or other 
soliciting person chooses not to furnish a paper copy of the proxy 
materials along with the notice, a shareholder may request delivery of 
a copy at no charge to the shareholder.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
adoption of Release No. 34-56135 (Jul. 26, 2007). In the adopting 
release, the Commission considered comments received on the Initial 
Regulatory Flexibility Analysis included in the proposing release, 
Release No. 34-55147 (Jan. 22, 2007).
* * * * *
    Title: Prohibition of Fraud by Advisers to Certain Pooled 
Investment Vehicles.
    Citation: 17 CFR 275.206(4)-8.
    Authority: 15 U.S.C. 80b-6(4) and 80b-11(a).
    Description: The Commission adopted a new rule that prohibits 
advisers to pooled investment vehicles from making false or misleading 
statements to, or otherwise defrauding, investors or prospective 
investors in those pooled vehicles. This rule was designed to clarify, 
in light of a court opinion prior to the rule adoption, the 
Commission's ability to bring enforcement actions under the Investment 
Advisers Act of 1940 against investment advisers who defraud investors 
or prospective investors in a hedge fund or other pooled investment 
vehicle.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. IA-2628 (Aug. 3, 2007). The 
Commission solicited comment on the Initial Regulatory Flexibility 
Analysis included in the proposing release, Release No. IA-2576 (Dec. 
27, 2006), but, as stated in the adopting release, received no comments 
on that analysis.
* * * * *
    Title: Short Selling in Connection with a Public Offering.
    Citation: 17 CFR 242.105.
    Authority: 15 U.S.C. 77g, 77q(a), 77s, 77s(a), 78b, 78c, 78g, 
78i(a), 78j, 78k-1(c), 781, 78m, 78n, 78o(b), 78o(c), 78o(g), 78q(a), 
78q(b), 78q(h), 78w(a), 78dd-1, 78mm, 80a-23, 80a-29, 80a-37.
    Description: A fundamental goal of Regulation M, Anti-Manipulation 
Rules Concerning Securities Offerings, is protecting the independent 
pricing mechanism of the securities market so that offering prices 
result from the natural forces of supply and demand unencumbered by 
artificial forces. Rule 105 of Regulation M governs short selling in 
connection with public offerings and concerns short sales that are 
effected prior to pricing an offering. The rule is particularly 
concerned with short selling that can artificially depress market 
prices which can lead to lower than anticipated offering prices, thus 
causing an issuer's offering proceeds to be reduced. The rule is 
intended to foster secondary and follow-on offering prices that are 
determined by independent market dynamics and not by potentially 
manipulative activity. Prior to the amendments, there had been non-
compliance with the then-current version of Rule 105 and persons 
engaged in strategies to hide their non-compliance. The Commission 
observed that these strategies evolved over time, so it adopted the 
amendments to

[[Page 60795]]

forestall the continuation of these obfuscating transactions and to 
cut-off the likely future development of more complex attempts to 
disguise violations of the Rule. The amendments enhance market 
integrity by prohibiting conduct that can be manipulative around the 
time an offering is priced so that market prices can be fairly 
determined by an independent market. The Commission believes the 
amendments safeguard the integrity of the capital raising process and 
protect issuers from potentially manipulative activity that can reduce 
offering proceeds. The amendments are expected to promote investor 
confidence in the market which should foster capital formation.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. 34-56206 (Aug. 6, 2007). In the 
adopting release, the Commission considered the comment received on the 
Initial Regulatory Flexibility Analysis included in the proposing 
release, Release No. 34-58888 (Dec. 6, 2006).
* * * * *
    Title: Amendments to Regulation SHO.
    Citation: 17 CFR 242.200; 17 CFR 242.203.
    Authority: 15 U.S.C. 78b, 78c(b), 78i(h), 78j, 78k-1, 78o, 78q(a), 
78q-1, 78w(a).
    Description: The Commission adopted amendments to Regulation SHO 
under the Exchange Act. The amendments were intended to further reduce 
the number of persistent fails to deliver in certain equity securities 
by eliminating the grandfather provision of Regulation SHO. In 
addition, the Commission amended the close-out requirement of 
Regulation SHO for certain securities that a seller is ``deemed to 
own.'' The amendments also updated the market decline limitation 
referenced in Regulation SHO.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. 34-56212 (Aug. 7, 2007). In the 
adopting release, the Commission considered comments received on the 
Initial Regulatory Flexibility Analysis included in the proposing 
release, Release No. 34-54154 (Jul. 14, 2006).
* * * * *
    Title: Definitions of Terms and Exemptions Relating to the 
``Broker'' Exceptions for Banks.
    Citation: 17 CFR 247.700, 247.701, 247.721, 247.722, 247.723, 
247.740, 247.741, 247.760, 247.771, 247.772, 247.775, 247.776, 247.780, 
and 247.781.
    Authority: Pub. L. 109-351, 120 Stat. 1966 (2006); Pub. L. 106-102, 
113 Stat. 1338 (1999); 15 U.S.C. 78c(a)(4), 78c(b), 78o, 78q, 78w(a), 
and 78mm.
    Description: Pursuant to the Financial Services Regulatory Relief 
Act of 2006 (``Regulatory Relief Act''), the Board of Governors of the 
Federal Reserve System (``Board'') and the Commission jointly adopted 
Regulation R to implement certain of the exceptions for banks from the 
definition of the term ``broker'' under Section 3(a)(4) of the Exchange 
Act, as amended by the Gramm-Leach-Bliley Act (``GLBA''). The rules in 
Regulation R define terms used in these statutory exceptions and 
include certain related exemptions. Regulation R applies to any 
``bank'' as defined in Section 3(a)(6) of the Exchange Act, as amended 
by Section 401 of the Regulatory Relief Act to include any Federal 
savings association or other savings association the deposits of which 
are insured by the Federal Deposit Insurance Corporation.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the Board 
and the Commission's adoption of Regulation R in Release No. 34-56501 
(Sept. 24, 2007). In the adopting release, the Board and the Commission 
considered comments received on the Initial Regulatory Flexibility 
Analysis included in the proposing release, Release No. 34-54946 (Dec. 
8, 2006).
* * * * *
    Title: Exemptions for Banks Under Section 3(a)(5) of the Securities 
Exchange Act of 1934 and Related Rules.
    Citation: 17 CFR 240.3a5-2, 240.3a5-3, and 240.15a-6.
    Authority: 15 U.S.C. 78c(a)(4), 78c(b), 78o, 78q, 78w(a), and 78mm.
    Description: The Commission adopted the rules and rule amendments 
to provide a conditional exemption allowing banks to effect riskless 
principal transactions with non-U.S. persons pursuant to Regulation S 
under the Securities Act, to amend and re-designate an exemption from 
the definition of ``dealer'' for banks' securities lending activities 
as a conduit lender, and to conform a rule that grants a limited 
exemption from U.S. broker-dealer registration for foreign broker-
dealers to the definitions of ``broker'' and ``dealer'' in the Exchange 
Act, as amended by the Gramm-Leach-Bliley Act. The exemptions for banks 
provided by the rules and rule amendments apply to any ``bank'' as 
defined in Section 3(a)(6) of the Exchange Act, as amended by Section 
401 of the Financial Services Regulatory Relief Act of 2006 to include 
any Federal savings association or other savings association the 
deposits of which are insured by the Federal Deposit Insurance 
Corporation.
    Prior RFA Analysis: Pursuant to Section 605(b) of the Regulatory 
Flexibility Act, the Commission certified that 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. 34-54947 (Dec. 18, 2006). As stated in the 
adopting release, Release No. 34-56502 (Sept. 24, 2007), the Commission 
received no comments concerning the impact on small entities or the 
Regulatory Flexibility Act certification.
* * * * *
    Title: Exemption of Compensatory Employee Stock Options From 
Registration Under 12(g) of the Securities Exchange Act of 1934.
    Citation: 17 CFR 240.12h-1.
    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, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, and 7201 et 
seq.; and 18 U.S.C. 1350.
    Description: The Commission adopted two exemptions from the 
registration requirements of the Exchange Act for compensatory employee 
stock options. The first exemption is available to issuers that are not 
required to file periodic reports under the Exchange Act. The second 
exemption is available to issuers that are required to file those 
reports because they have registered under Exchange Act Section 12 a 
class of security or are required to file reports pursuant to Exchange 
Act Section 15(d). The exemptions apply only to the issuer's 
compensatory employee stock options and do not extend to the class of 
securities underlying those options.
    Prior RFA Analysis: Pursuant to Section 605(b) of the Regulatory 
Flexibility Act, the Commission certified that the two exemptions from 
the registration provisions of Exchange Act Section 12(g) for 
compensatory employee stock options would not have a significant 
economic impact on a substantial number of small entities. The 
certification was incorporated into the proposing release, Release No. 
34-56010 (Jul. 10, 2007). As stated in the adopting release, Release 
No. 34-56887 (Dec. 7, 2007), the Commission received no comments 
concerning the impact on

[[Page 60796]]

small entities or the Regulatory Flexibility Act certification.
* * * * *
    Title: Revisions to Rules 144 and 145.
    Citation: 17 CFR 230.144, 17 CFR 230.145, 17 CFR 230.190, 17 CFR 
230.701, 17 CFR 230.903, 17 CFR 239.144.
    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 
77z-2, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o(d), 78t, 
78u-5, 78w, 78w(a), 78ll, 78ll(d), 78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 
80a-10, 80a-13, 80a-24, 80a-26, 80a-28, 80a-29, 80a-30, and 80a-37.
    Description: Rule 144 under the Securities Act creates a safe 
harbor for the sale of securities under the exemption set forth in 
Section 4(1) of the Securities Act. The Commission amended Rule 144 to 
shorten the holding period requirement for ``restricted securities'' of 
issuers that are subject to the reporting requirements of the Exchange 
Act to six months. Restricted securities of issuers that are not 
subject to the Exchange Act reporting requirements continue to be 
subject to a one-year holding period prior to any public resale. The 
amendments also substantially reduced the restrictions applicable to 
the resale of securities by non-affiliates. In addition, the amendments 
simplified the Preliminary Note to Rule 144, amended the manner of sale 
requirements and eliminated them with respect to debt securities, 
amended the volume limitations for debt securities, increased the Form 
144 filing thresholds, and codified several staff interpretive 
positions that relate to Rule 144. The Commission also amended 
Securities Act Rule 145 to eliminate the presumptive underwriter 
provision, except for transactions involving a shell company, and 
amended the resale requirements in Rule 145(d).
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
adoption of Release No. 33-8869 (Dec. 17, 2007). In the adopting 
release, the Commission considered comments received on the Initial 
Regulatory Flexibility Analysis included in the proposing release, 
Release No. 33-8813 (Jun. 22, 2007).
* * * * *
    Title: Shareholder Proposals Relating to the Election of Directors.
    Citation: 17 CFR 240.14a-8(i)(8).
    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, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, and 7201 et 
seq.; and 18 U.S.C. 1350.
    Description: The Commission adopted amendments to Rule 14a-8 under 
the Exchange Act to codify the meaning of Rule 14a-8(i)(8). Rule 14a-8 
provides shareholders with an opportunity to place certain proposals in 
a company's proxy materials for a vote at an annual or special meeting 
of shareholders. Subsection (i)(8) of the Rule permits exclusion of 
certain shareholder proposals related to the election of directors. The 
Commission adopted an amendment to Rule 14a-8(i)(8) to provide 
certainty regarding the meaning of this provision in response to a 
recent court decision.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
adoption of Release No. 34-56914 (Dec. 11, 2007). In the adopting 
release, the Commission considered comments received on the Initial 
Regulatory Flexibility Analysis included in the proposing release, 
Release No. 34-56161 (Jul. 27, 2007).
* * * * *
    Title: Revisions to the Eligibility Requirements for Primary 
Securities Offerings on Forms S-3 and F-3.
    Citation: 17 CFR 239.13, 17 CFR 239.33, 17 CFR 230.401(g).
    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 
77z-2, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o(d), 78t, 
78u-5, 78w, 78w(a), 78ll, 78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 
80a-13, 80a-24, 80a-26, 80a-28, 80a-29, 80a-30, and 80a-37.
    Description: The Commission adopted amendments to the eligibility 
requirements of Form S-3 and Form F-3 to allow certain domestic and 
foreign private issuers to conduct primary securities offerings on 
these forms without regard to the size of their public float or the 
rating of debt they are offering, so long as they satisfy the other 
eligibility conditions of the respective form, have a class of common 
equity securities listed and registered on a national securities 
exchange, and the issuers do not sell more than the equivalent of one-
third of their public float in primary offerings over any period of 12 
calendar months. The amendments were intended to allow more companies 
to benefit from the greater flexibility and efficiency in accessing the 
public securities markets afforded by Form S-3 and Form F-3 without 
compromising investor protection. The expanded form eligibility does 
not extend to shell companies, however, which are prohibited from using 
the new provisions until 12 calendar months after they cease being 
shell companies. In addition, the Commission adopted an amendment to 
the rules and regulations promulgated under the Securities Act to 
clarify that violations of the one-third restriction will also violate 
the requirements as to proper registration form, even though the 
registration statement has been declared effective previously.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
adoption of Release No. 33-8878 (Dec. 27, 2007). In the adopting 
release, the Commission considered comments received on the Initial 
Regulatory Flexibility Analysis including in the proposing release, 
Release No. 33-8812 (Jun. 20, 2007).
* * * * *
    Title: Electronic Shareholder Forums.
    Citation: 17 CFR 240.14a-2 and 17 CFR 240.14a-17.
    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, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, and 7201 et 
seq.; and 18 U.S.C. 1350.
    Description: The Commission adopted amendments to the proxy rules 
under the Exchange Act to facilitate electronic shareholder forums. The 
amendments clarified that participation in an electronic shareholder 
forum that could potentially constitute a solicitation subject to the 
proxy rules is exempt from most of the proxy rules if all of the 
conditions to the exemption are satisfied. In addition, the amendments 
stated that a shareholder, company, or third party acting on behalf of 
a shareholder or company that establishes, maintains, or operates an 
electronic shareholder forum is not liable under the federal securities 
laws for any statement or information provided by another person 
participating in the forum.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
adoption of Release No. 34-57172 (Jan. 18, 2008). The Commission 
requested comment on the Initial Regulatory Flexibility Analysis 
prepared in the proposing release, Release No. 34-56160 (Jul. 27, 
2007). As stated in the adopting release, although commenters addressed 
several aspects of the proposed amendments that potentially could have 
affected small entities, no commenter

[[Page 60797]]

specifically discussed the effect of the proposed amendments regarding 
electronic shareholder forums on small businesses or entities.
* * * * *
    Title: Electronic Filing and Revision of Form D.
    Citation: 17 CFR 230.502, 17 CFR 230.503, 17 CFR 232.100, 17 CFR 
232.101, 17 CFR 232.104, 17 CFR 232.201, 17 CFR 232.202, and 17 CFR 
239.500.
    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 
77s(a), 77z-2, 77z-3, 77sss, 77sss(a), 78c, 78c(b), 78d, 78j, 78l, 78m, 
78n, 78o, 78o(d), 78t, 78u-5, 78w, 78w(a), 78ll, 78ll(d), 78mm, 80a-
2(a), 80a-3, 80a-6(c), 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 
80a-28, 80a-29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.
    Description: The Commission adopted amendments mandating the 
electronic filing of information required by Securities Act Form D 
through the internet. The Commission also adopted revisions to Form D 
and to Regulation D in connection with the electronic filing 
requirement. The revisions simplified and restructured Form D and 
updated and revised its information requirements.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
adoption of Release No. 33-8891 (Feb. 6, 2008). The Commission 
requested comment on the Initial Regulatory Flexibility Analysis 
included in the proposing release, Release No. 33-8814 (Jun. 29, 2007), 
but, as stated in the adopting release, no commenter responded to the 
request.
* * * * *
    Title: Proposed Rule Changes of Self-Regulatory Organizations.
    Citation: 17 CFR part 240.19b-4, 17 CFR part 240.19b-7, and 17 CFR 
part 249.822.
    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 77eee, 
77ggg, 77nnn, 77sss, 77ttt, 78a et seq., 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, 80a- 20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 
and 7201 et seq. and 18 U.S.C. 1350.
    Description: The Commission adopted rule amendments to require 
Self-Regulatory Organizations (``SROs'') that submit proposed rule 
changes pursuant to Section 19(b)(7)(A) of the Exchange Act to file 
these rule changes electronically. In addition, the Commission adopted 
rule amendments to require SROs to post all such proposed rule changes 
on their websites. Together, the amendments are designed to expand the 
electronic filing by SROs of proposed rule changes, making it more 
efficient and cost effective, and to harmonize the process of filings 
made under Section 19(b)(7)(A) with that for filings made by SROs under 
Section 19(b)(1) of the Act.
    Prior RFA Analysis: Pursuant to Section 605(b) of the Regulatory 
Flexibility Act, the Commission certified that 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. 34-55341 (Feb. 23, 2007). As stated in the 
adopting release, Release No. 34-57526 (Mar. 19, 2008), the Commission 
received no comments concerning the impact on small entities or the 
Regulatory Flexibility Act certification.
* * * * *
    Title: Disclosure of Divestment by Registered Investment Companies 
in Accordance With Sudan Accountability and Divestment Act of 2007.
    Citation: 17 CFR 294.331, 17 CFR 274.128, 17 CFR 294.330, and 17 
CFR 274.101.
    Authority: 15 U.S.C. 78j(b), 78m, 78o(d), 78w(a), 78mm, 80a-8, 80a-
13(c), 80a-24(a), 80a-29, and 80a-37.
    Description: The Commission adopted amendments to its forms under 
the Exchange Act and the Investment Company Act that required 
disclosure by a registered investment company that divests, in 
accordance with the Sudan Accountability and Divestment Act of 2007, 
from securities of issuers that the investment company determines, 
using credible information that is available to the public, conduct or 
have direct investments in certain business operations in Sudan. The 
Sudan Accountability and Divestment Act limits civil, criminal, and 
administrative actions that may be brought against a registered 
investment company that divests itself from such securities, provided 
that the investment company makes disclosures in accordance with 
regulations prescribed by the Commission.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. IC-28254 (Apr. 24, 2008). The 
Commission solicited comment on the Initial Regulatory Flexibility 
Analysis included in the proposing release, Release No. IC-28148 (Feb. 
11, 2008), but, as stated in the adopting release, received no comments 
on that analysis.
* * * * *
    Title: Definition of Eligible Portfolio Company under the 
Investment Company Act of 1940.
    Citation: 17 CFR 270.2a-46.
    Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, and 80a-39.
    Description: The Commission adopted an amendment to a rule under 
the Investment Company Act to more closely align the definition of 
eligible portfolio company, and the investment activities of business 
development companies (``BDCs''), with the purpose that Congress 
intended. The amendment expanded the definition of eligible portfolio 
company to include certain companies that list their securities on a 
national securities exchange.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. IC-28266 (May 15, 2008). The 
Commission solicited comment on the Initial Regulatory Flexibility 
Analysis included in the proposing release, Release No. IC-27539 (Oct. 
25, 2006), but, as stated in the adopting release, received no comments 
on that analysis.
* * * * *
    Title: Commission Guidance and Revisions to the Cross-Border Tender 
Offer, Exchange Offer, Rights Offerings, and Business Combination Rules 
and Beneficial Ownership Reporting Rules for Certain Foreign 
Institutions.
    Citation: 17 CFR 230.162, 17 CFR 230.800, 17 CFR 230.802, 17 CFR 
232.101, 17 CFR 239.25, 17 CFR 239.34, 17 CFR 239.42, 17 CFR 239.800, 
17 CFR 240.13d-1, 17 CFR 240.13d-102, 17 CFR 240.13e-3, 17 CFR 240.13e-
4, 17 CFR 240.14d-1, 17 CFR 240.14d-11, 17 CFR 240.14d-100, 17 CFR 
240.14e-5, 17 CFR 240.16a-1, and 17 CFR 249.480.
    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 
77s(a), 77z-2, 77z-3, 77eee, 77ggg, 77nnn, 77sss, 77sss(a), 77ttt, 78c, 
78c(b), 78d, 78e, 78f, 78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 
78o, 78o(d), 78p, 78q, 78s, 78t, 78u-5, 78w, 78w(a), 78x, 78ll, 
78ll(d), 78mm, 80a-2(a), 80a-3, 80a-6(c), 80a-8, 80a-9, 80a-10, 80a-13, 
80a-20, 80a-23, 80a-24, 80a-26, 80a-28, 80a-29, 80a-30, 80a-37, 80b-3, 
80b-4, 80b-11, 7201 et seq., 7202, 7233, 7241, 7262, 7264, and 7265; 
and 18 U.S.C. 1350.
    Description: The Commission adopted changes to expand and enhance 
the utility of the cross-border exemptions for business combination 
transactions and rights offerings and to encourage offerors and issuers 
to permit U.S. security holders to participate in these transactions on 
the same terms as other

[[Page 60798]]

target security holders. The Commission also set forth interpretive 
guidance on several topics. In two instances, the Commission extended 
the rule changes adopted in this release to apply to acquisitions of 
U.S. companies. The Commission also adopted changes to allow certain 
foreign institutions to file on Schedule 13G to the same extent as 
would be permitted for their U.S. counterparts, where specified 
conditions are satisfied. The Commission also adopted a conforming 
change to Rule 16a-1(a)(1) to include the foreign institutions eligible 
to file on Schedule 13G.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
adoption of Release No. 33-8957 (Sept. 19, 2008). The Commission 
requested comment on the Initial Regulatory Flexibility Analysis 
(``IFRA'') included in the proposing release, Release No. 33-8917 (May 
6, 2008), but, as stated in the adopting release, the Commission did 
not receive any public comments that responded directly to the IRFA or 
that dealt directly with the proposal's impact on small entities.
* * * * *
    Title: ``Naked'' Short Selling Antifraud Rule.
    Citation: 17 CFR 240.10b-21.
    Authority: 15 U.S.C. 78b, 78c(b), 78f, 78i(h), 78j, 78k-1, 78o, 
78o-3, 78q, 78q-1, 78s and 78w(a).
    Description: The Commission adopted an antifraud rule under the 
Exchange Act to address fails to deliver securities that have been 
associated with ``naked'' short selling. The rule is intended to 
further evidence the liability of short sellers, including broker-
dealers acting for their own accounts, who deceive specified persons 
about their intention or ability to deliver securities in time for 
settlement (including persons that deceive their broker-dealer about 
their locate source or ownership of shares) and that fail to deliver 
securities by settlement date.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. 34-58774 (Oct. 14, 2008). In the 
adopting release, the Commission considered comments received on the 
Initial Regulatory Flexibility Analysis included in the proposing 
release, Release No. 34-57511 (Mar. 17, 2008).
* * * * *
    Title: Amendments to Regulation SHO.
    Citation: 17 CFR 242.203.
    Authority: 15 U.S.C. 78b, 78c(b), 78i(h), 78j, 78k-1, 78o, 78q(a), 
78q-1, 78w(a).
    Description: The Commission adopted amendments to Regulation SHO 
under the Exchange Act. The amendments were intended to further reduce 
the number of persistent fails to deliver in certain equity securities 
by eliminating the options market maker exception to the close-out 
requirement of Regulation SHO. As a result of the amendments, fails to 
deliver in threshold securities that result from hedging activities by 
options market makers are no longer be excepted from Regulation SHO's 
close-out requirement. The Commission also provided guidance regarding 
bona fide market making activities for purposes of the market maker 
exception to Regulation SHO's locate requirement.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. 34-58775 (Oct. 14, 2008). In the 
adopting release, the Commission considered comments received on the 
Initial Regulatory Flexibility Analysis included in the re-proposing 
release, Release No. 34-56213 (Aug. 7, 2007).
* * * * *
    Title: Mandatory Electronic Submission of Applications for Orders 
under the Investment Company Act and Filings Made Pursuant to 
Regulation E.
    Citation: 17 CFR 232.101, 17 CFR 232.201, and 17 CFR 270.0-2.
    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 78c, 78l, 78m, 
78n, 78o(d), 78w(a), 78ll, 80a-8, 80a-29, 80a-30, and 80a-37.
    Description: The Commission adopted several amendments to rules 
regarding the Electronic Data Gathering, Analysis, and Retrieval 
(EDGAR) system. Specifically, the Commission amended rules to make 
mandatory the electronic submission on EDGAR of applications for orders 
under any section of the Investment Company Act as well as Regulation E 
filings of small business investment companies and business development 
companies. The Commission also amended the electronic filing rules to 
make the temporary hardship exemption unavailable for submission of 
applications under the Investment Company Act. Finally, the Commission 
amended Rule 0-2 under the Investment Company Act, eliminating the 
requirement that certain documents accompanying an application be 
notarized and the requirement that applicants submit a draft notice as 
an exhibit to an application.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. IC-28476 (Oct. 29, 2008). The 
Commission solicited comment on the Initial Regulatory Flexibility 
Analysis included in the proposing release, Release No. IC-28042 (Nov. 
1, 2007), but, as stated in the adopting release, received no comments 
on that analysis.
* * * * *
    Title: Amendment to Municipal Securities Disclosure.
    Citation: 17 CFR 240.15c2-12.
    Authority: 15 U.S.C. 78b, 78c(b), 78j, 78o(c), 78o-4, and 
78w(a)(1).
    Description: The Commission adopted amendments to Rule 15c2-12 
under the Exchange Act relating to municipal securities disclosure. The 
amendments change certain requirements regarding the information that 
the broker, dealer, or municipal securities dealer acting as an 
underwriter in a primary offering of municipal securities must 
reasonably determine that an issuer of municipal securities or an 
obligated person has undertaken, in a written agreement or contract for 
the benefit of holders of the issuer's municipal securities, to 
provide. Specifically, the amendments require the broker, dealer, or 
municipal securities dealer to reasonably determine that the issuer or 
obligated person has agreed to provide the information covered by the 
written agreement to the Municipal Securities Rulemaking Board 
(``MSRB''), instead of to multiple nationally recognized municipal 
securities information repositories and state information depositories; 
and to provide such information in an electronic format and accompanied 
by identifying information as prescribed by the MSRB.
    Prior RFA Analysis: Pursuant to Section 605(b) of the Regulatory 
Flexibility Act, the Commission certified that 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. 34-58255 (August 7, 2008). As stated in the 
adopting release, Release No. 34-59062 (December 15, 2008), the 
Commission received no comments concerning the impact on small entities 
or the Regulatory Flexibility Act certification.
* * * * *
    Title: Modernization of Oil and Gas Reporting.
    Citation: 17 CFR 210.4-10, 17 CFR 229.102, 17 CFR 229.801, 17 CFR 
229.802, 17 CFR 229.1201, 17 CFR 229.1202, 17 CFR 229.1203, 17 CFR

[[Page 60799]]

229.1204, 17 CFR 229.1205, 17 CFR 229.1206, 17 CFR 229.1207, 17 CFR 
229.1208, and 17 CFR 249.220f.
    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 77z-
3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 
77sss, 78a et seq., 78c, 78i, 78j, 78j-1, 78l, 78m, 78n, 78o, 78o(d), 
78q, 78u-5, 78w, 78w(a), 78ll, 78mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-
30, 80a-31, 80a-31(c), 80a-37, 80a-37(a), 80a-38(a), 80a-39, 80b-3, 
80b-11, 7201 et seq., 7202, and 7262; and 18 U.S.C. 1350.
    Description: The Commission adopted revisions to its oil and gas 
reporting disclosures in Regulation S-K and Regulation S-X under the 
Securities Act and the Exchange Act, as well as Industry Guide 2. The 
revisions were intended to provide investors with a more meaningful and 
comprehensive understanding of oil and gas reserves to help them 
evaluate the relative value of oil and gas companies. The amendments 
were designed to modernize and update the oil and gas disclosure 
requirements to align them with current practices and changes in 
technology. The amendments concurrently aligned the full cost 
accounting rules with the revised disclosures. The amendments also 
codified and revised Industry Guide 2 in Regulation S-K. In addition, 
they harmonized oil and gas disclosures by foreign private issuers with 
the disclosures for domestic issuers.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
adoption of Release No. 33-8995 (Dec. 31, 2008). The Commission 
requested comment on the Initial Regulatory Flexibility Analysis 
(``IFRA'') prepared in the proposing release, Release No. 33-8935 (Jun. 
27, 2008), but, as stated in the adopting release, did not receive 
comments specifically addressing the impact of the proposed rules and 
amendments on small entities. However, several comments related to 
burdens that would be placed on all companies affected by the proposals 
and the Commission considered those comments.
* * * * *
    Title: Indexed Annuities and Certain Other Insurance Contracts.
    Citation: 17 CFR 240.12h-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, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, and 7201 et 
seq., and 18 U.S.C. 1350.
    Description: The Commission adopted a new rule that exempts 
insurance companies from filing reports under the Exchange Act with 
respect to indexed annuities and other securities that are registered 
under the Securities Act, provided that certain conditions are 
satisfied, including that the securities are regulated under state 
insurance law, the issuing insurance company and its financial 
condition are subject to supervision and examination by a state 
insurance regulator, and the securities are not publicly traded.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. 34-59221 (Jan. 8, 2009). In the 
adopting release, the Commission considered comments received on the 
Initial Regulatory Flexibility Analysis included in the proposing 
release, Release No. 34-58022 (June 25, 2008).
* * * * *
    Title: Enhanced Disclosure and New Prospectus Delivery Option for 
Registered Open-End Management Investment Companies.
    Citation: 17 CFR 230.159A, 17 CFR 230.482, 17 CFR 230.485, 17 CFR 
230.497, 17 CFR 230.498, 17 CFR 232.304, 17 CFR 232.401, 17 CFR 232.10 
et seq., 17 CFR 239.15A and 274.11A, 17 CFR 239.17b and 274.11c, and 17 
CFR 239.23.
    Authority: 15 U.S.C. 77e, 77f, 77g, 77j, 77s, 77s(a), 77z-3, 80a-8, 
80a-24(a), 80a-24(g), 80a-29, and 80a-37.
    Description: The Commission adopted amendments to the form used by 
mutual funds to register under the Investment Company Act and to offer 
their securities under the Securities Act in order to enhance the 
disclosures that are provided to mutual fund investors. The amendments 
require key information to appear in plain English in a standardized 
order at the front of the mutual fund statutory prospectus. The 
Commission also adopted rule amendments that permit a person to satisfy 
its mutual fund prospectus delivery obligations under Section 5(b)(2) 
of the Securities Act by sending or giving the key information directly 
to investors in the form of a summary prospectus and providing the 
statutory prospectus on an internet website. Upon an investor's 
request, mutual funds are also required to send the statutory 
prospectus to the investor. These amendments were intended to improve 
mutual fund disclosure by providing investors with key information in 
plain English in a clear and concise format, while enhancing the means 
of delivering more detailed information to investors. Finally, the 
Commission adopted additional amendments that were intended to result 
in the disclosure of more useful information to investors who purchase 
shares of exchange-traded funds on national securities exchanges.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. IC-28584 (Jan. 13, 2009). The 
Commission solicited comment on the Initial Regulatory Flexibility 
Analysis included in the proposing release, Release No. IC-28064 (Nov. 
21, 2007), but, as stated in the adopting release, received no comments 
on that analysis.
* * * * *
    Title: Interactive Data to Improve Financial Reporting.
    Citation: 17 CFR 229.601, 17 CFR 232.11, 17 CFR 232.201, 17 CFR 
232.202, 17 CFR 232.305, 17 CFR 232.401, 17 CFR 232.402, 17 CFR 
230.144, 17 CFR 240.12b-25, 17 CFR 240.13a-14, 17 CFR 240.15d-14, 17 
CFR 239.13, 17 CFR 239.16b, 17 CFR 239.33, 17 CFR 239.39, 17 CFR 
239.40, 17 CFR 249.308a, 17 CFR 249.310, 17 CFR 249.322, 17 CFR 
249.220f, 17 CFR 249.240f, 17 CFR 249.306, 17 CFR 232.405, 17 CFR 
232.406T.
    Authority: 15 U.S.C. 77b, 77c, 77d, 77e, 77f, 77g, 77h, 77j, 77k, 
77r, 77s, 77s(a), 77z-2, 77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 
77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 77sss(a), 77ttt, 78(a) et 
seq., 78c, 78c(b), 78d, 78e, 78f, 78g, 78i, 78j, 78j-1, 78k, 78k-1, 
78l, 78m, 78n, 78o, 78o(d), 78p, 78q, 78s, 78t, 78u-5, 78w, 78w(a), 
78x, 78ll, 78ll(d), 78mm, 80a-2(a), 80a-3, 80a-6(c), 80a-8, 80a-9, 80a-
10, 80a-13, 80a-20, 80a-23, 80a-24, 80a-26, 80a-28, 80a-29, 80a-30, 
80a-31(c), 80a-37, 80a-38(a), 80a-39, 80b-3, 80b-4, 80b-11, and 7201 et 
seq.; and 18 U.S.C. 1350.
    Description: The Commission adopted rules requiring companies that 
prepare their financial statements in accordance with U.S. generally 
accepted accounting principles (U.S. GAAP), and foreign private issuers 
that prepare their financial statements using International Financial 
Reporting Standards as issued by the International Accounting Standards 
Board, to provide their financial statement information in interactive 
data format using the eXtensible Business Reporting Language. The 
interactive data is provided as an exhibit to periodic and current 
reports and registration statements, as well as to transition reports 
for a change in fiscal year. The format is intended to make financial

[[Page 60800]]

information easier for investors to analyze, and also to help in 
automating regulatory filings and business information processing.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
adoption of Release No. 33-9002 (Jan. 30, 2009). In the adopting 
release, the Commission considered comments received on the Initial 
Regulatory Flexibility Act Analysis included in the proposing release, 
Release No. 33-8924 (May 30, 2008).
* * * * *
    Title: Amendments to Rules for Nationally Recognized Statistical 
Rating Organizations.
    Citation: 17 CFR 240.17g-2, 17 CFR 240.17g-3, 17 CRF 240.17g-5, and 
17 CFR 249b.300.
    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, 78u5, 78w, 78x, 78ll, 
78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, and 7201 et 
seq.; and 18 U.S.C. 1350; and 15 U.S.C. 78a et seq.
    Description: The Commission adopted amendments to certain rules and 
to a form applicable to nationally recognized statistical rating 
organizations (``NRSROs''). The amendments established additional 
recordkeeping and disclosure requirements for NRSROs, required NRSROs 
to furnish the Commission with an additional annual report, prohibited 
NRSROs from issuing or maintaining credit ratings subject to certain 
conflicts of interest, and required NRSROs to disclose additional 
information regarding the performance data for credit ratings and the 
procedures and methodologies used to determine credit ratings.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. 34-59342 (Feb. 2, 2009). The 
Commission solicited comment on the Initial Regulatory Flexibility 
Analysis included in the proposing release, Release No. 34-57967 (June 
16, 2008), but, as stated in the adopting release, received no comments 
on that analysis.
* * * * *
    Title: Interactive Data for Mutual Fund Risk/Return Summary.
    Citation: 17 CFR 230.485, 17 CFR 230.497, 17 CFR 232.11, 17 CFR 
232.202, 17 CFR 232.401, 17 CFR 232.405, 17 CFR 232.10 et seq., 17 CFR 
239.15A, and 17 CFR 232.274.11A.
    Authority: 15 U.S.C. 77e, 77f, 77g, 77j, 77s(a), 77z3, 78c, 78l, 
78m, 78n, 77nnn, 77sss, 78o(d), 78w(a), 78ll, 78mm, 80a-6(c), 80a-8, 
80a-24, 80a-29, and 80a-37.
    Description: The Commission adopted rule amendments requiring 
mutual funds to provide risk/return summary information in a form that 
is intended to improve its usefulness to investors. Under the rules, 
risk/return summary information could be downloaded directly into 
spreadsheets, analyzed in a variety of ways using commercial off-the-
shelf software, and used within investment models in other software 
formats. Mutual funds provide the risk/return summary section of their 
prospectuses to the Commission and on their websites in interactive 
data format using the eXtensible Business Reporting Language 
(``XBRL''). The interactive data is provided as exhibits to 
registration statements and as exhibits to prospectuses with risk/
return summary information that varies from the registration statement. 
The rules were intended not only to make risk/return summary 
information easier for investors to analyze but also to assist in 
automating regulatory filings and business information processing. 
Interactive data has the potential to increase the speed, accuracy, and 
usability of mutual fund disclosure, and eventually reduce costs. The 
Commission also adopted rules to permit investment companies to submit 
portfolio holdings information in the interactive data voluntary 
program without being required to submit other financial information.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. IC-28617 (Feb. 11, 2009). In the 
adopting release, the Commission considered comments received on the 
Initial Regulatory Flexibility Analysis included in the proposing 
release, Release No. IC-28298 (June 10, 2008).
* * * * *
    Title: Amendments to Regulation SHO.
    Citation: 17 CFR 242.204; 17 CFR 200.30-3.
    Authority: 15 U.S.C. 77g, 77o, 77q(a), 77s, 77s(a), 77sss, 78b, 
78c, 78d, 78d-1, 78d-2, 78g(c)(2), 78i(a), 78j, 78k-1(c), 781, 78ll(d), 
78m, 78mm, 78n, 78o(b), 78o(c), 78o(g), 78q(a), 78q(b), 78q(h), 78w, 
78w(a), 78dd-1, 78mm, 80a-23, 80a29, 80a-37, 80b-11, and 7202.
    Description: The Commission adopted amendments to help further the 
goal of reducing fails to deliver by maintaining the reductions in 
fails to deliver achieved by the adoption of temporary Rule 204T, as 
well as other actions taken by the Commission. In addition, these 
amendments are intended to help further the goal of addressing abusive 
``naked'' short selling in all equity securities. These goals will be 
furthered by requiring that, subject to certain limited exceptions, if 
a participant of a registered clearing agency has a fail to deliver 
position at a registered clearing agency it must immediately purchase 
or borrow securities to close out the fail to deliver position by no 
later than the beginning of regular trading hours on the settlement day 
following the day the participant incurred the fail to deliver 
position. Failure to comply with the close-out requirement of this 
final rule is a violation of the rule. In addition, a participant that 
does not comply with this closeout requirement, and any broker-dealer 
from which it receives trades for clearance and settlement, will not be 
able to short sell the security either for itself or for the account of 
another, unless it has previously arranged to borrow or borrowed the 
security, until the fail to deliver position is closed out.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. 34-60388 (Jul. 27, 2009). In the 
adopting release, the Commission considered comments received on the 
Initial Regulatory Flexibility Analysis included in the proposing 
release, Release No. 34-58773 (Oct. 14, 2008).
* * * * *
    Title: Regulation S-AM: Limitations on Affiliate Marketing.
    Citation: 17 CFR 248.101-128.
    Authority: Pub. L. 108-159, 117 Stat. 1952 (2003); 15 U.S.C. 78q, 
78w, 78mm, 80a-30, 80a-37, 80b-4, and 80b-11.
    Description: The Commission adopted Regulation S-AM pursuant to 
Section 214 of the Fair and Accurate Credit Transactions Act of 2003 
(``FACT Act''), which required the Commission and other federal 
agencies to adopt rules implementing limitations on a person's use of 
certain information received from an affiliate to solicit a consumer 
for marketing purposes, unless the consumer has been given notice and a 
reasonable opportunity and a reasonable and simple method to opt out of 
such solicitations. Regulation S-AM applies to investment advisers and 
transfer agents registered with the Commission, as well as brokers, 
dealers and investment companies.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was

[[Page 60801]]

prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Regulation S-AM in Release Nos. 34-60423, IC-
28842, and IA-2911 (Aug. 4, 2009). The Commission requested comment on 
the Initial Regulatory Flexibility Analysis included in the proposing 
release, Release Nos. 34-49985, IC-26494, and IA-2259 (July 8, 2004), 
but, as stated in the adopting release, received no comments concerning 
the impact on small entities or the Initial Regulatory Flexibility 
Analysis.
* * * * *
    Title: References to Ratings of Nationally Recognized Statistical 
Rating Organizations.
    Citation: 17 CFR 240.3a1-1; 17 CFR 242.300; 17 CFR 242.301; 17 CFR 
249.638 (Form ATS-R); 17 CFR 249.821 (Form PILOT); 17 CFR 270.5b-3; and 
17 CFR 270.10f-3.
    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77q(a), 77s, 77s(a), 77z-
2, 77z-3, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78a et seq., 78b, 78c, 
78d, 78e, 78f, 78g, 78g(c)(2), 78i, 78i(a), 78j, 78j-1, 78k, 78k-1, 
78k-1(c), 78l, 78m, 78n, 78o, 78o(b), 78o(c), 78o(g), 78p, 78q, 78q(a), 
78q(b), 78q(h), 78s, 78u-5, 78w, 78w(a), 78x, 78dd-1, 78ll, 78mm, 80a-1 
et seq., 80a-20, 80a-23, 80a-29, 80a-34(d), 80a-37, 80a-39, 80b-3, 80b-
4, 80b-11, 7201 et seq., and 18 U.S.C. 1350.
    Description: The Commission adopted amendments to the rules and 
forms noted above that removed references to credit ratings issued by 
NRSROs. As stated in Securities Exchange Act Release No. 34-60789 (Oct. 
5, 2009), the Commission believes that the references to credit ratings 
in these rules and forms no longer serve their intended purpose, and 
that such references might have contributed to undue reliance on those 
ratings by market participants.
    Prior RFA Analysis: Pursuant to Section 605(b) of the Regulatory 
Flexibility Act, the Commission certified that 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. 34-58070 (July 1, 2008). As stated in the adopting 
release, Release No. 34-60789 (Oct. 5, 2009), the Commission received 
no comments concerning the impact on small entities or the Regulatory 
Flexibility Act certification.
* * * * *
    Title: Final Model Privacy Form under the Gramm-Leach-Bliley Act.
    Citation: 17 CFR part 248, subpart A, and Appendix A to Subpart A.
    Authority: Pub. L. 109-351, 120 Stat. 1966 (2006); 15 U.S.C. 6804; 
15 U.S.C. 78w, 80a-37(a), and 80b-11(a).
    Description: The Commission adopted the Final Model Privacy Form 
under the GLBA pursuant to Section 728 of the Financial Services 
Regulatory Relief Act of 2006, which required the Commission and other 
federal agencies to jointly develop a comprehensible, clear and 
conspicuous, and succinct model form to provide customers of financial 
institutions a means of easily identifying a financial institution's 
information sharing practices and comparing those practices with 
others, and to provide financial institutions a safe harbor for 
satisfying disclosure requirements of rules implementing GLBA 
provisions under which financial institutions must provide initial and 
annual privacy notices to their customers. In connection with adopting 
the Model Privacy Form, the Commission also adopted a new Appendix A to 
Regulation S-P and amendments to Regulation S-P's provisions regarding 
privacy notices provided by broker-dealers, investment advisers 
registered with the Commission, and investment companies.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of the Model Privacy Form as Form S-P in Release 
Nos. 34-61003, IA-2950, IC-28997 (Nov. 16, 2009). In the adopting 
release, the Commission considered comments received on the Initial 
Regulatory Flexibility Analysis included in the proposing release, 
Release Nos. 34-55497, IA-2598, IC-27755 (Mar. 20, 2007).
* * * * *
    Title: Amendments to Rules for Nationally Recognized Statistical 
Rating Organizations.
    Citation: 17 CFR 240.17g-2, 17 CRF 240.17g-5, and 17 CFR 243.100.
    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, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, and 7201 et 
seq.; and 18 U.S.C. 1350.
    Description: The Commission adopted amendments to certain rules 
applicable to nationally recognized statistical rating organizations 
NRSROs. The amendments identify an additional conflict of interest 
relating to the issuance and maintenance of a credit rating of an 
asset-backed security that was paid for by an issuer, sponsor, or 
underwriter of the asset-backed security. The amendments specify that 
an NRSRO subject to this conflict of interest is prohibited from 
issuing a credit rating for the asset-backed security unless it takes 
certain actions designed to make the information given to the NRSRO 
hired to issue the rating available to NRSROs that were not hired to 
issue the rating. The information is intended to make it possible for 
non-hired NRSROs to determine credit ratings on asset-backed securities 
that are rated by hired NRSROs. The amendments also expanded disclosure 
requirements with respect to rating action histories of NRSROs.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. 34-61050 (Nov. 23, 2009). The 
Commission solicited comment on the Initial Regulatory Flexibility 
Analysis included in the proposing release, Release No. 34-59343 (Feb. 
2, 2009), but, as stated in the adopting release, received no comments 
on that analysis.
* * * * *
    Title: Proxy Disclosure Enhancements.
    Citation: 17 CFR 229.401, 17 CFR 229.402, 17 CFR 229.407, 17 CFR 
240.14a-101, 17 CFR 249.308, 17 CFR 249.308a, 17 CFR 249.310, 17 CFR 
239.15A and 274.11A, 17 CFR 239.14 and 274.11a-1, and 17 CFR 239.17a 
and 274.11b.
    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 77z-
3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh,77iii, 77jjj, 77nnn, 
77sss, 78c, 78c(b), 78i, 78j, 78l, 78m, 78n, 78o, 78o(d), 78u-5, 78w, 
78w(a), 78ll, 78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-
20, 80a-24, 80a-26, 80a-29, 80a-30, 80a-31(c), 80a-37, 80a-38(a), 80a-
39, 80b-11, and 7201 et seq.; and 18 U.S.C. 1350.
    Description: The Commission adopted amendments to enhance 
disclosure provided in connection with proxy solicitations and other 
reports. These amendments require new or revised disclosures with 
regard to compensation policies and practices that present material 
risks to the company; stock and option awards of executives and 
directors; director and nominee qualifications and legal proceedings; 
board leadership structure; the board's role in risk oversight; and 
potential conflicts of interest of compensation consultants that advise 
companies and their boards of directors. The amendments apply to 
disclosure provided in proxy and information statements, annual reports 
and registration statements under the

[[Page 60802]]

Exchange Act, and registration statements under the Securities Act as 
well as the Investment Company Act. The amendments also transferred 
from Forms 10-Q and 10-K to Form 8-K the requirement to disclose 
shareholder voting rights.
    Prior RFA Analysis: A Final Regulatory Flexibility Act Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
adoption of Release No. 33-9089 (Dec. 16, 2009). The Commission 
requested comment on the Initial Regulatory Flexibility Act Analysis 
included in the proposing release, Release No. 33-9052 (July 10, 2009), 
but received no comments specifically addressing it. Other comments 
received that addressed aspects of the proposed rule that could 
potentially affect small entities were considered in the proposing 
release, however.
* * * * *
    Title: Custody of Funds or Securities of Clients by Investment 
Advisers.
    Citation: 17 CFR 275.204-2, 17 CFR 275.206(4)-2, 17 CFR 279.1, and 
17 CFR 279.8.
    Authority: 15 U.S.C. 80b-6(4) 80b-3(c)(1), 80b-4, 80b11 and 80b-
11(a).
    Description: The Commission adopted amendments to the custody and 
recordkeeping rules under the Investment Advisers Act of 1940 and 
related forms. The amendments were designed to provide additional 
safeguards under the Advisers Act when a registered adviser has custody 
of client funds or securities by requiring such an adviser, among other 
things: To undergo an annual surprise examination by an independent 
public accountant to verify client assets; to have the qualified 
custodian maintaining client funds and securities send account 
statements directly to the advisory clients; and unless client assets 
are maintained by an independent custodian (i.e., a custodian that is 
not the adviser itself or a related person), to obtain, or receive from 
a related person, a report of the internal controls relating to the 
custody of those assets from an independent public accountant that is 
registered with and subject to regular inspection by the Public Company 
Accounting Oversight Board. Finally, the amended custody rule and forms 
provide the Commission and the public with better information about the 
custodial practices of registered investment advisers.
    Prior RFA Analysis: A Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
Commission's adoption of Release No. IA-2968 (Dec. 30, 2009). In the 
adopting release, the Commission considered comments received on the 
Initial Regulatory Flexibility Analysis included in the proposing 
release, Release No. IA-2876 (May 20, 2009).
* * * * *

    By the Commission.
    Dated: November 21, 2018.
Brent J. Fields,
Secretary.
[FR Doc. 2018-25861 Filed 11-26-18; 8:45 am]
 BILLING CODE 8011-01-P


