Securities and Exchange Commission Regulatory Flexibility Agenda

SECURITIES AND EXCHANGE COMMISSION 17 CFR Ch. II [Release Nos. 33–9563, 34–71771, IA–3803, IC–30989, File No. S7–04–14] Regulatory Flexibility Agenda AGENCY: Securities and Exchange Commission. ACTION: Semiannual regulatory agenda. SUMMARY: The Securities and Exchange Commission is publishing an agenda of its rulemaking actions pursuant to the Regulatory Flexibility Act (RFA) (Pub. L. No. 96–354, 94 Stat. 1164) (Sep. 19, 1980). Information in the agenda was accurate on March 21, 2014, 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 July 14, 2014. 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– 04–14 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 in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File No. S7–04–14. 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 The Commission invites public comment on the agenda and on the individual agenda entries. By the Commission. Dated: March 21, 2014. Kevin O’Neill, Deputy Secretary. DIVISION OF CORPORATION FINANCE—PROPOSED RULE STAGE Sequence No. Title Regulation Identifier No. 401 .................... Implementation of Titles V and VI of the JOBS Act ........................................................................................ 3235–AL40 402 .................... Treatment of Certain Communications Involving Security-Based Swaps That May be Purchased Only by Eligible Contract Participants. 3235–AL41 DIVISION OF CORPORATION FINANCE—FINAL RULE STAGE Sequence No. Title Regulation Identifier No. 403 .................... Rules Governing the Offer and Sale of Securities Through Crowdfunding Under Section 4(a)(6) of the Se￾curities Act. 3235–AL37 404 .................... Amendments to Regulation D, Form D and Rule 156 Under the Securities Act ............................................ 3235–AL46

DIVISION OF INVESTMENT MANAGEMENT—PROPOSED RULE STAGE Sequence No. Title Regulation Identifier No. 405 .................... Rule for Principal Trades With Certain Advisory Clients ................................................................................. 3235–AL56 DIVISION OF INVESTMENT MANAGEMENT—FINAL RULE STAGE Sequence No. Title Regulation Identifier No. 406 .................... References to Credit Ratings in Certain Investment Company Act Rules and Forms ................................... 3235–AL02 DIVISION OF TRADING AND MARKETS—FINAL RULE STAGE Sequence No. Title Regulation Identifier No. 407 .................... Rules for Nationally Recognized Statistical Rating Organizations .................................................................. 3235–AL15 DIVISION OF TRADING AND MARKETS—LONG-TERM ACTIONS Sequence No. Title Regulation Identifier No. 408 .................... 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 Proposed Rule Stage 401. Implementation of Titles V and VI of the JOBS Act Legal Authority: Pub. L. 112–106 Abstract: The Division is considering recommending that the Commission propose rules or 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 .................. 10/00/14 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 402. Treatment of Certain Communications Involving Security￾Based Swaps That May Be Purchased Only by Eligible Contract Participants Legal Authority: Not Yet Determined Abstract: The Division is considering recommending that the Commission propose a rule under the Securities Act to address the treatment of certain communications involving security￾based swaps that may be purchased only by eligible contract participants. Timetable: Action Date FR Cite NPRM .................. 05/00/14 Regulatory Flexibility Analysis Required: Yes. Agency Contact: Andrew Schoeffler, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551–3860. RIN: 3235–AL41 SECURITIES AND EXCHANGE COMMISSION (SEC) Division of Corporation Finance Final Rule Stage 403. Rules Governing the Offer and Sale of Securities Through Crowdfunding Under Section 4(a)(6) of the Securities Act 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 proposed 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 Final Action ......... 10/00/14 Regulatory Flexibility Analysis Required: Yes. Agency Contact: Sebastian Gomez Abero, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551–3500. Leila Bham, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551– 5532. RIN: 3235–AL37 404. 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 ......... 10/00/14 Regulatory Flexibility Analysis Required: Yes. Agency Contact: Charles Kwon, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551–3500. Ted Yu, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551– 3500. RIN: 3235–AL46 SECURITIES AND EXCHANGE COMMISSION (SEC) Division of Investment Management Proposed Rule Stage 405. • Rule for Principal Trades With Certain Advisory Clients Legal Authority: 15 U.S.C. 80b–6a; 15 U.S.C. 80b–11(a) Abstract: Rule 206(3)–3T, a rule that provides investment advisers who are also registered broker-dealers an alternative means of compliance with the principal trading restrictions in section 206(3) of the Investment Advisers Act, will expire on December 31, 2014. Timetable: Action Date FR Cite Next Action .......... 12/00/14 Regulatory Flexibility Analysis Required: Yes. Agency Contact: Sarah Buescher, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551–5192, Email: bueschers@sec.gov. RIN: 3235–AL56 SECURITIES AND EXCHANGE COMMISSION (SEC) Division of Investment Management Final Rule Stage 406. References to Credit Ratings in Certain Investment Company Act Rules and Forms Legal Authority: 15 U.S.C. 80a–6(c); 15 U.S.C. 80a–8; 15 U.S.C. 80a–14(a); 15 U.S.C. 80a–29; 15 U.S.C. 80a–30(a); 15 U.S.C. 80a–37; 15 U.S.C. 77e; 15 U.S.C. 77f; 15 U.S.C. 77g; 15 U.S.C. 77j; 15 U.S.C. 77s(a); Pub. L. 111–203, sec 939A Abstract: The Commission proposed amendments to two rules (Rules 2a–7 and 5b–3) and four forms (Forms N–1A, N–2, N–3, and N–MFP) under the Investment Company Act that reference credit ratings. These proposals would give effect to section 939A of the Dodd Frank Act. The Commission adopted amendments to Rule 5b–3 and Forms N–1A, N–2, and N–3. Further action will need to be taken with respect to Rule 2a–7 and Form N–MFP. Timetable: Action Date FR Cite NPRM .................. 03/09/11 76 FR 12896 NPRM Comment Period End. 04/25/11 Final Action ......... 11/23/12 77 FR 70117 Final Action Effec￾tive. 12/24/12 Final Action ......... 01/08/14 79 FR 1316 Final Action Effec￾tive. 07/07/14 Final Action ......... 10/00/14 Regulatory Flexibility Analysis Required: Yes. Agency Contact: Adam Bolter, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551–6792. RIN: 3235–AL02 SECURITIES AND EXCHANGE COMMISSION (SEC) Division of Trading and Markets Final Rule Stage 407. Rules for Nationally Recognized Statistical Rating Organizations Legal Authority: 15 U.S.C. 78o–7; 15 U.S.C. 78q; 15 U.S.C. 78mm; Pub. L. 111–203, secs 936, 938, and 943 Abstract: The Commission proposed rules and rule amendments to implement certain provisions of the Dodd Frank Act concerning nationally recognized statistical rating organizations, providers of third-party due diligence services for asset-backed securities, and issuers and underwriters of asset-backed securities. Timetable: Action Date FR Cite NPRM .................. 06/08/11 76 FR 33420 NPRM Comment Period End. 08/08/11 Final Action ......... 05/00/14 Regulatory Flexibility Analysis Required: Yes. Agency Contact: Raymond Lombardo, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551–5755, Email: lombardor@sec.gov. RIN: 3235–AL15 SECURITIES AND EXCHANGE COMMISSION (SEC) Division of Trading and Markets Long-Term Actions 408. 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 Action Date FR Cite Final Action Effec￾tive. 07/07/14 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. RIN: 3235–AL14 [FR Doc. 2014–13146 Filed 6–12–14; 8:45 am] BILLING CODE 8011–01–P