Securities and Exchange Commission Regulatory Flexibility Agenda

SECURITIES AND EXCHANGE COMMISSION 17 CFR Ch. II [Release Nos. 33–9926, 34–75968, IA–4207, IC–31848, File No. S7–17–15] Regulatory Flexibility Agenda AGENCY: Securities and Exchange Commission. ACTION: Semiannual regulatory agenda. SUMMARY: The Securities and Exchange Commission is publishing the Chair’s agenda of rulemaking actions pursuant to the Regulatory Flexibility Act (RFA) (Pub. L. 96–354, 94 Stat. 1164) (Sep. 19, 1980). The items listed in the Regulatory Flexibility Agenda for fall 2015, reflect only the priorities of the Chair of the U.S. Securities and Exchange Commission, and do not necessarily reflect the view and priorities of any individual Commissioner. Information in the agenda was accurate on September 23, 2015, the date on which the Commission’s staff completed compilation of the data. To the extent possible, rulemaking actions by the Commission since that date have been reflected in the agenda. The Commission invites questions and public comment on the agenda and on the individual agenda entries. The Commission is now printing in the Federal Register, along with our preamble, only those agenda entries for which we have indicated that preparation of an RFA analysis is required. The Commission’s complete RFA agenda will be available online at www.reginfo.gov. DATES: Comments should be received on or before January 14, 2016. ADDRESSES: Comments may be submitted by any of the following methods: Electronic Comments

• Use the Commission’s Internet comment form (http://www.sec.gov/ rules/other.shtml); or
• Send an email to rule-comments@ sec.gov. Please include File Number S7– 17–15 on the subject line; or
• Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments. Paper Comments
• Send paper comments to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File No. S7–17–15. This file number should be included on the subject line if email is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (http:// www.sec.gov/rules/other.shtml). Comments are also available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. FOR FURTHER INFORMATION CONTACT: Anne Sullivan, Office of the General Counsel, 202–551–5019. SUPPLEMENTARY INFORMATION: The RFA requires each Federal agency, twice each year, to publish in the Federal Register an agenda identifying rules that the agency expects to consider in the next 12 months that are likely to have a significant economic impact on a substantial number of small entities (5 U.S.C. 602(a)). The RFA specifically provides that publication of the agenda does not preclude an agency from considering or acting on any matter not included in the agenda and that an agency is not required to consider or act on any matter that is included in the agenda (5 U.S.C. 602(d)). The Commission may consider or act on any matter earlier or later than the estimated date provided on the agenda. While the agenda reflects the current intent to complete a number of rulemakings in the next year, the precise dates for each rulemaking at this point are uncertain. Actions that do not have an estimated date are placed in the long-term category; the Commission may nevertheless act on items in that category within the next 12 months. The agenda includes new entries, entries carried over from prior publications, and rulemaking actions that have been completed (or withdrawn) since publication of the last agenda. The following abbreviations for the acts administered by the Commission are used in the agenda: ‘‘Securities Act’’— Securities Act of 1933 ‘‘Exchange Act’’— Securities Exchange Act of 1934 ‘‘Investment Company Act’’— Investment Company Act of 1940 ‘‘Investment Advisers Act’’— Investment Advisers Act of 1940 ‘‘Dodd Frank Act’’—Dodd-Frank Wall Street Reform and Consumer Protection Act ‘‘JOBS Act’’—Jumpstart Our Business Startups Act’ The Commission invites public comment on the agenda and on the individual agenda entries. By the Commission. Dated: September 23, 2015. Brent J. Fields, Secretary. DIVISION OF CORPORATION FINANCE—FINAL RULE STAGE Sequence No. Title Regulation Identifier No. 542 .................... Pay Versus Performance ................................................................................................................................. 3235–AL00 543 .................... Crowdfunding ................................................................................................................................................... 3235–AL37 544 .................... Amendments to Regulation D, Form D and Rule 156 Under the Securities Act ............................................ 3235–AL46 545 .................... Disclosure of Hedging by Employees, Officers and Directors ........................................................................ 3235–AL49 546 .................... Listing Standards for Recovery of Erroneously Awarded Compensation ....................................................... 3235–AK99 547 .................... Changes to Exchange Act Registration Requirements to Implement Title V and Title VI of the JOBS Act .. 3235–AL40 DIVISION OF INVESTMENT MANAGEMENT—PROPOSED RULE STAGE Sequence No. Title Regulation Identifier No. 548 .................... Investment Company Reporting Modernization ............................................................................................... 3235–AL42

DIVISION OF INVESTMENT MANAGEMENT—FINAL RULE STAGE Sequence No. Title Regulation Identifier No. 549 .................... Reporting of Proxy Votes on Executive Compensation and Other Matters .................................................... 3235–AK67 550 .................... Amendments to Form ADV and Investment Advisers Act Rules .................................................................... 3235–AL75 DIVISION OF TRADING AND MARKETS—LONG-TERM ACTIONS Sequence No. Title Regulation Identifier No. 551 .................... Removal of Certain References to Credit Ratings Under the Securities Exchange Act of 1934 ................... 3235–AL14 SECURITIES AND EXCHANGE COMMISSION (SEC) Division of Corporation Finance Final Rule Stage 542. Pay Versus Performance Legal Authority: Pub. L. 111–203, sec 955; 15 U.S.C. 78n Abstract: The Commission proposed rules to implement section 953(a) of the Dodd Frank Act, which added section 14(i) to the Exchange Act to require issuers to disclose information that shows the relationship between executive compensation actually paid and the financial performance of the issuer. Timetable: Action Date FR Cite NPRM .................. 05/07/15 80 FR 26330 NPRM Comment Period End. 07/06/15 Final Action ......... 10/00/16 Regulatory Flexibility Analysis Required: Yes. Agency Contact: Eduardo Aleman, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551–3430, Fax: 202 772–9207. RIN: 3235–AL00 543. Crowdfunding Legal Authority: 15 U.S.C. 77a et seq.; 15 U.S.C. 78a et seq.; Pub. L. 112–108, secs 301 to 305 Abstract: The Commission adopted rules to implement title III of the JOBS Act by prescribing rules governing the offer and sale of securities through crowdfunding under new section 4(a)(6) of the Securities Act. Timetable: Action Date FR Cite NPRM .................. 11/05/13 78 FR 66428 NPRM Comment Period End. 02/03/14 Action Date FR Cite Final Action ......... 10/00/16 Regulatory Flexibility Analysis Required: Yes. Agency Contact: Timothy White, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551–7232. Sebastian Gomez Abero, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551– 3460. RIN: 3235–AL37 544. Amendments to Regulation D, Form D and Rule 156 Under the Securities Act Legal Authority: 15 U.S.C. 77a et seq. Abstract: The Commission proposed rule and form amendments to enhance the Commission’s ability to evaluate the development of market practices in offerings under Rule 506 of Regulation D and address concerns that may arise in connection with permitting issuers to engage in general solicitation and general advertising under new paragraph (c) of Rule 506. Timetable: Action Date FR Cite NPRM .................. 07/24/13 78 FR 44806 NPRM Comment Period End. 09/23/13 NPRM Comment Period Re￾opened. 10/03/13 78 FR 61222 NPRM Comment Period End. 11/04/13 Final Action ......... 10/00/16 Regulatory Flexibility Analysis Required: Yes. Agency Contact: Mark Vilardo, Division of Corporation Finance, Securities and Exchange Commission, 100 F St. NE., Washington, DC 20549, Phone: 202 551–3500. RIN: 3235–AL46 545. Disclosure of Hedging by Employees, Officers and Directors Legal Authority: Pub. L. 111–203 Abstract: The Commission proposed rules to implement section 955 of the Dodd Frank Act, which added section 14(j) to the Exchange Act to require annual meeting proxy statement disclosure of whether employees or members of the board of directors are permitted to engage in transactions to hedge or offset any decrease in the market value of equity securities granted to the employee or board member as compensation, or held directly or indirectly by the employee or board member. Timetable: Action Date FR Cite NPRM .................. 02/17/15 80 FR 8486 Final Action ......... 10/00/16 Regulatory Flexibility Analysis Required: Yes. Agency Contact: Carolyn Sherman, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551–3500. RIN: 3235–AL49 546. Listing Standards for Recovery of Erroneously Awarded Compensation Legal Authority: Pub. L. 111–203, sec 954; 15 U.S.C. 78j–4 Abstract: The Commission proposed rules to implement section 954 of the Dodd Frank Act, which requires the Commission to adopt rules to direct national securities exchanges to prohibit the listing of securities of issuers that have not developed and implemented a policy providing for disclosure of the issuer’s policy on incentive-based compensation and mandating the clawback of such compensation in certain circumstances. Timetable: Action Date FR Cite NPRM .................. 07/14/15 80 FR 41144

Action Date FR Cite NPRM Comment Period End. 09/14/15 Final Action ......... 10/00/16 Regulatory Flexibility Analysis Required: Yes. Agency Contact: Anne M. Krauskopf, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551–3500. RIN: 3235–AK99 547. Changes to Exchange Act Registration Requirements To Implement Title V and Title VI of the JOBS Act Legal Authority: Pub. L. 112–106 Abstract: The Commission proposed amendments to rules to implement titles V (Private Company Flexibility and Growth) and VI (Capital Expansion) of the JOBS Act. Timetable: Action Date FR Cite NPRM .................. 12/30/14 79 FR 78343 NPRM Comment Period End. 03/03/15 Final Action ......... 10/00/16 Regulatory Flexibility Analysis Required: Yes. Agency Contact: Steven G. Hearne, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551–3430. RIN: 3235–AL40 SECURITIES AND EXCHANGE COMMISSION (SEC) Division of Investment Management Proposed Rule Stage 548. Investment Company Reporting Modernization Legal Authority: 15 U.S.C. 77 et seq.; 15 U.S.C. 77aaa et seq.; 15 U.S.C. 78a et seq.; 15 U.S.C. 80a et seq.; 44 U.S.C. 3506; 44 U.S.C. 3507 Abstract: The Commission proposed new rules and forms as well as amendments to its rules and forms to modernize the reporting and disclosure of information by registered investment companies. Timetable: Action Date FR Cite NPRM .................. 06/12/15 80 FR 33590 NPRM Comment Period End. 08/11/15 Action Date FR Cite NPRM Comment Period Re￾opened. 10/12/15 80 FR 62274 NPRM Comment Period Re￾opened End. 01/13/16 Final Action ......... 10/00/16 Regulatory Flexibility Analysis Required: Yes. Agency Contact: Sara Cortes, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551–6781, Email: cortess@sec.gov. RIN: 3235–AL42 SECURITIES AND EXCHANGE COMMISSION (SEC) Division of Investment Management Final Rule Stage 549. Reporting of Proxy Votes on Executive Compensation and Other Matters Legal Authority: 15 U.S.C. 78m; 15 U.S.C. 78w(a); 15 U.S.C. 78mm; 15 U.S.C. 78x; 15 U.S.C. 80a–8; 15 U.S.C. 80a–29; 15 U.S.C. 80a–30; 15 U.S.C. 80a–37; 15 U.S.C. 80a–44; Pub. L. 111– 203, sec 951 Abstract: The Commission proposed rule amendments to implement section 951 of the Dodd Frank Act. The proposed amendments to rules and Form N–PX would require institutional investment managers subject to section 13(f) of the Exchange Act to report how they voted on any shareholder vote on executive compensation or golden parachutes pursuant to sections 14A(a) and (b) of the Exchange Act. Timetable: Action Date FR Cite NPRM .................. 10/28/10 75 FR 66622 NPRM Comment Period End. 11/18/10 Final Action ......... 10/00/16 Regulatory Flexibility Analysis Required: Yes. Agency Contact: Matthew DeLesDernier, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551– 6792, Email: delesdernierj@sec.gov. RIN: 3235–AK67 550. • Amendments to Form ADV and Investment Advisers Act Rules Legal Authority: 15 U.S.C. 77s(a); 15 U.S.C. 77sss(a); 15 U.S.C. 78bb(e)(2); 15 U.S.C. 78w(a); 15 U.S.C. 80a–37(a); 15 U.S.C. 80b–3(c)(1) Abstract: The Commission proposed amendments to Form ADV that are designed to provide additional information regarding advisers, including information about their separately managed account business; incorporate a method for private fund adviser entities operating a single advisory business to register using a single Form ADV; and make clarifying, technical and other amendments to certain Form ADV items and instructions. The Commission also proposed amendments to the Investment Advisers Act books and records rule and technical amendments to several Investment Advisers Act rules to remove transition provisions that are no longer necessary. Timetable: Action Date FR Cite NPRM .................. 06/12/15 80 FR 33718 NPRM Comment Period End. 08/11/15 Final Action ......... 10/00/16 Regulatory Flexibility Analysis Required: Yes. Agency Contact: Holly Hunter-Ceci, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551–6869, Email: hunter-cecih@sec.gov. RIN: 3235–AL75 SECURITIES AND EXCHANGE COMMISSION (SEC) Division of Trading and Markets Long-Term Actions 551. Removal of Certain References to Credit Ratings Under the Securities Exchange Act of 1934 Legal Authority: Pub. L. 111–203, sec 939A Abstract: Section 939A of the Dodd Frank Act requires the Commission to remove certain references to credit ratings from its regulations and to substitute such standards of creditworthiness as the Commission determines to be appropriate. The Commission amended certain rules and one form under the Exchange Act applicable to broker-dealer financial responsibility, and confirmation of transactions. The Commission has not yet finalized amendments to certain rules regarding the distribution of securities. Timetable:

Action Date FR Cite NPRM .................. 05/06/11 76 FR 26550 NPRM Comment Period End. 07/05/11 Final Action ......... 01/08/14 79 FR 1522 Final Action Effec￾tive. 07/07/14 Action Date FR Cite Next Action Unde￾termined. To Be Determined Regulatory Flexibility Analysis Required: Yes. Agency Contact: John Guidroz, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551–6439, Email: guidrozj@sec.gov. RIN: 3235–AL14 [FR Doc. 2015–30678 Filed 12–14–15; 8:45 am] BILLING CODE 8011–01–P