Semiannual Regulatory Flexibility Agenda

Monday, April 26, 2010 Part XXIII Securities and Exchange Commission Semiannual Regulatory Agenda

SECURITIES AND EXCHANGE COMMISSION (SEC) SECURITIES AND EXCHANGE COMMISSION 17 CFR Ch. II [Release Nos. 33-9112, 34-61714, IA-3001, IC-29175, File No. S7-06-10] 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 12, 2010, the day 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 a Regulatory Flexibility Act 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 June 30, 2010. 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 e-mail to rule￾comments@sec.gov. Please include File Number S7-06-10 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 Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File No. S7-06-10. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (http://www.sec.gov/rules/other.shtml). Comments are also available for 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; 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, during April and October of 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)). 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 The Commission invites public comment on the agenda and on the individual agenda entries. By the Commission. Dated: March 16, 2010. Elizabeth M. Murphy, Secretary. DIVISION OF CORPORATION FINANCE—Proposed Rule Stage Sequence Number Title Regulation Identifier Number 418 Voluntary Filers ............................................................................................................................................................. 3235–AK59 419 Risk Disclosures ............................................................................................................................................................ 3235–AK58 420 Revisions to Regulation D ............................................................................................................................................. 3235–AK52

SEC DIVISION OF CORPORATION FINANCE—Final Rule Stage Sequence Number Title Regulation Identifier Number 421 Proxy Solicitation Enhancements .................................................................................................................................. 3235–AK28 DIVISION OF CORPORATION FINANCE—Completed Actions Sequence Number Title Regulation Identifier Number 422 Amendments to Rules Requiring Internet Availability of Proxy Materials .................................................................... 3235–AK25 DIVISION OF INVESTMENT MANAGEMENT—Proposed Rule Stage Sequence Number Title Regulation Identifier Number 423 Temporary Rule Regarding Principal Trades With Certain Advisory Clients ............................................................... 3235–AJ96 424 Indexed Annuities and Certain Other Insurance Contracts .......................................................................................... 3235–AK49 DIVISION OF INVESTMENT MANAGEMENT—Final Rule Stage Sequence Number Title Regulation Identifier Number 425 Amendments to Form ADV ........................................................................................................................................... 3235–AI17 DIVISION OF INVESTMENT MANAGEMENT—Completed Actions Sequence Number Title Regulation Identifier Number 426 Custody of Funds or Securities of Clients by Investment Advisers .............................................................................. 3235–AK32 427 Interagency Proposal for Model Privacy Form Under the Gramm-Leach-Bliley Act .................................................... 3235–AJ06 DIVISION OF TRADING AND MARKETS—Proposed Rule Stage Sequence Number Title Regulation Identifier Number 428 Amendments to Rule 17a-5 .......................................................................................................................................... 3235–AK56 429 Publication or Submission of Quotations Without Specified Information ...................................................................... 3235–AH40 DIVISION OF TRADING AND MARKETS—Final Rule Stage Sequence Number Title Regulation Identifier Number 430 Proposed Amendment to Municipal Securities Disclosure ........................................................................................... 3235–AJ66 431 Nationally Recognized Statistical Rating Organizations ............................................................................................... 3235–AK14

SEC DIVISION OF TRADING AND MARKETS—Long-Term Actions Sequence Number Title Regulation Identifier Number 432 Rule 15c2-2: Confirmation of Transactions in Open-End Management Investment Company Shares, Unit Invest￾ment Trust Interests, and Municipal Fund Securities Used for Education Savings .................................................... 3235–AJ11 433 Rule 15c2-3: Point-of-Sale Disclosure of Purchases in Open-End Management Investment Company Shares, Unit Investment Trust Interests, and Municipal Fund Securities Used for Education Savings .......................................... 3235–AJ12 434 Rule 15c-100: Schedule 15C ........................................................................................................................................ 3235–AJ13 435 Rule 15c-101: Schedule 15D ........................................................................................................................................ 3235–AJ14 436 Processing of Reorganization Events, Tender Offers, and Exchange Offers .............................................................. 3235–AH53 DIVISION OF TRADING AND MARKETS—Completed Actions Sequence Number Title Regulation Identifier Number 437 Amendments to Regulation SHO .................................................................................................................................. 3235–AK35 Securities and Exchange Commission (SEC) Proposed Rule Stage Division of Corporation Finance 418. ∑ VOLUNTARY FILERS Legal Authority: Not Yet Determined Abstract: The Division is considering recommending that the Commission propose amendments to require registrants who do not have a filing obligation under the Exchange Act to file any reports with the Commission in compliance with Commission rules. Timetable: Action Date FR Cite NPRM 03/00/11 Regulatory Flexibility Analysis Required: Yes Agency Contact: Sean Harrison, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–3430 RIN: 3235–AK59 419. ∑ RISK DISCLOSURES Legal Authority: Not Yet Determined Abstract: The Division is considering recommending that the Commission propose amendments to its rules and forms to consolidate and enhance the risk disclosures provided by registrants. Timetable: Action Date FR Cite NPRM 12/00/10 Regulatory Flexibility Analysis Required: Yes Agency Contact: Jennifer Zapraka, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20016 Phone: 202 551–3430 RIN: 3235–AK58 420. REVISIONS TO REGULATION D Legal Authority: 15 USC 77b(a)(15); 15 USC 77b(b); 15 USC 77d; 15 USC 77r; 15 USC 77s; 15 USC 77s(a); 15 USC 77z–3 Abstract: The Division is considering recommending that the Commission propose revisions to Regulation D, including, among other things, revisions to the accredited investor eligibility standards. Timetable: Action Date FR Cite NPRM 09/00/10 Regulatory Flexibility Analysis Required: Yes Agency Contact: Anthony G. Barone, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–3460 RIN: 3235–AK52 Securities and Exchange Commission (SEC) Final Rule Stage Division of Corporation Finance 421. PROXY SOLICITATION ENHANCEMENTS Legal Authority: 15 USC 78n Abstract: The Commission proposed amendments to its proxy rules to clarify the manner in which they operate and address issues that have arisen in the proxy solicitation process. The Division is considering recommending that the Commission adopt amendments relating to the proposals. Timetable: Action Date FR Cite NPRM 07/17/09 74 FR 35076 NPRM Comment Period End 09/15/09 Final Action 12/23/09 74 FR 68334

SEC—Division of Corporation Finance Final Rule Stage Final Action Effective 02/28/10 Final Action 04/00/10 Regulatory Flexibility Analysis Required: Yes Agency Contact: Mark W. Green, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–0301 Phone: 202 551–3440 Email: greenm@sec.gov RIN: 3235–AK28 Securities and Exchange Commission (SEC) Completed Actions Division of Corporation Finance 422. AMENDMENTS TO RULES REQUIRING INTERNET AVAILABILITY OF PROXY MATERIALS Legal Authority: 15 USC 78c(b); 15 USC 78j; 15 USC 78m; 15 USC 78n; 15 USC 78o; 15 USC 78w(a); 15 USC 78mm; 15 USC 80a–20; 15 USC 80a–29; 15 USC 80a–37 Abstract: The Commission adopted revisions to the notice and access model for providing proxy materials to shareholders electronically. Timetable: Action Date FR Cite NPRM 10/21/09 74 FR 53954 NPRM Comment Period End 11/20/09 Final Action 02/27/10 75 FR 9074 Final Action Effective 03/29/10 Regulatory Flexibility Analysis Required: Yes Agency Contact: Steven Hearne, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–3430 RIN: 3235–AK25 Securities and Exchange Commission (SEC) Proposed Rule Stage Division of Investment Management 423. TEMPORARY RULE REGARDING PRINCIPAL TRADES WITH CERTAIN ADVISORY CLIENTS Legal Authority: 15 USC 80b–6a; 15 USC 80b–11(a) Abstract: The Commission adopted an interim final temporary rule that was set to expire on December 31, 2009, to provide an alternative means for investment advisers who are registered with the Commission as broker-dealers to meet the requirements of section 206(3) of the Investment Advisers Act when acting in a principal capacity in transactions with certain of their advisory clients. In December 2009, the Commission extended the expiration date until December 2010. As contemplated in the temporary rule release, the Division has been assessing the operation of the temporary rule as well as public comment letters, and will consider whether to propose to continue the rule beyond the revised sunset date and, if so, what if any modifications should be proposed to the rule. Timetable: Action Date FR Cite Interim Final Rule 09/28/07 72 FR 55022 Interim Final Rule Effective 09/30/07 Interim Final Rule Comment Period End 11/30/07 Interim Final Rule Extension 12/30/09 74 FR 690009 Interim Final Rule Effective 12/30/09 NPRM 05/00/10 Regulatory Flexibility Analysis Required: Yes Agency Contact: Matthew Goldin, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–6726 Fax: 202 772–9284 Email: goldinm@sec.gov RIN: 3235–AJ96 424. INDEXED ANNUITIES AND CERTAIN OTHER INSURANCE CONTRACTS Legal Authority: 15 USC 77c(a)(8); 15 USC 77s(a); 15 USC 78l(h); 15 USC 78o; 15 USC 78w(a); 15 USC 78mm Abstract: A Federal appeals court issued an opinion on July 21, 2009, remanding SEC Rule 151A. A party has petitioned the court for panel rehearing, and that petition is currently pending. The Commission staff is evaluating what recommendation to make to the Commission on how to respond to the court’s decision. Timetable: Action Date FR Cite NPRM 05/00/10 Regulatory Flexibility Analysis Required: Yes Agency Contact: Michael Kosoff, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–6754 Fax: 202 772–9285 Email: kosoffm@sec.gov RIN: 3235–AK49

Securities and Exchange Commission (SEC) Final Rule Stage Division of Investment Management 425. AMENDMENTS TO FORM ADV Legal Authority: 15 USC 80b–4, 80b–6(4), 80b–ll(a), 80b–3(c)(1); 15 USC 77s(a); 15 USC 78(wa), 78bb(e)(2); 15 USC 77sss(a); 15 USC 78a–37(a) Abstract: The Commission proposed amendments to Form ADV part 2 to require registered investment advisers to deliver to clients and prospective clients a brochure written in plain English. The amendments are designed to require advisers to provide clients and prospective clients with clear, current, and more meaningful disclosure of the business practices, conflicts of interest, and background of investment advisers and their advisory personnel. Under the proposal, advisers would file their brochures with the Commission electronically, and the brochures would be available to the public through the Commission’s Web site. Timetable: Action Date FR Cite NPRM 04/17/00 65 FR 20524 NPRM Comment Period End 06/03/00 Second NPRM 03/14/08 73 FR 13958 Action Date FR Cite Second NPRM Comment Period End 05/16/08 Final Action 07/00/10 Regulatory Flexibility Analysis Required: Yes Agency Contact: Sarah Ten Siethoff, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–6729 Email: tensiethoffs@sec.gov RIN: 3235–AI17 Securities and Exchange Commission (SEC) Completed Actions Division of Investment Management 426. CUSTODY OF FUNDS OR SECURITIES OF CLIENTS BY INVESTMENT ADVISERS Legal Authority: 15 USC 80b–6(4); 15 USC 80b–4; 15 USC 80b–11; 15 USC 80b–3(c)(1) Abstract: The Commission adopted amendments that revise the rule governing custody of funds or securities of clients by investment advisers. Timetable: Action Date FR Cite NPRM 05/27/09 74 FR 25354 NPRM Comment Period End 07/28/09 Final Action 01/11/10 75 FR 1456 Final Action Effective 03/12/10 Regulatory Flexibility Analysis Required: Yes Agency Contact: Vivien Liu, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–6728 Email: liuy@sec.gov RIN: 3235–AK32 427. INTERAGENCY PROPOSAL FOR MODEL PRIVACY FORM UNDER THE GRAMM–LEACH–BLILEY ACT Legal Authority: 15 USC 6804; 15 USC 78q and 78W; 15 USC 80a–30 and 80a–37; 15 USC 80b–4 and 80b–11 Abstract: The Commission, together with the Federal Reserve Board, Federal Deposit Insurance Corporation, Federal Trade Commission, National Credit Union Administration, Office of the Comptroller of the Currency, Office of Thrift Supervision and Commodity Futures Trading Commission (the Agencies), requested comment on whether the Agencies should consider amending the regulations that implement the privacy provisions of the Gramm-Leach-Bliley Act (‘‘GLBA’’) to allow or require financial institutions to provide alternative types of privacy notices that would be easier for consumers to understand. Pursuant to the Financial Services Regulatory Relief Act, the Agencies proposed a model form that may be used at the option of financial institutions to comply with disclosures required under the privacy provision of GLBA. The Commission reopened the comment period on the proposed model privacy notice to solicit public comment on data and a report on consumer testing of a revised version of the proposed model privacy form. The Agencies published a final model privacy notice on November 16, 2009. Timetable: Action Date FR Cite ANPRM 12/30/03 68 FR 75165 ANPRM Comment Period End 03/29/04 NPRM 03/29/07 72 FR 14490 NPRM Comment Period End 05/29/07 Second NPRM 04/20/09 74 FR 17925 Second NPRM Comment Period End 05/20/09 Final Action 12/01/09 74 FR 62890 Final Action Effective 12/31/09 Regulatory Flexibility Analysis Required: Yes Agency Contact: Thoreau Adrian Bartmann, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–6792 Email: bartmannt@sec.gov RIN: 3235–AJ06 Securities and Exchange Commission (SEC) Proposed Rule Stage Division of Trading and Markets 428. ∑ AMENDMENTS TO RULE 17A–5 Legal Authority: 15 USC 78q Abstract: The Division is considering recommending that the Commission propose amendments to Rule 17a-5 dealing with, among other things, broker-dealer custody of assets. Timetable: Action Date FR Cite NPRM 06/00/10

SEC—Division of Trading and Markets Proposed Rule Stage Regulatory Flexibility Analysis Required: Yes Agency Contact: Rebekah Goshorn, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–5514 Fax: 202 772–9333 Email: goshornr@sec.gov RIN: 3235–AK56 429. PUBLICATION OR SUBMISSION OF QUOTATIONS WITHOUT SPECIFIED INFORMATION Legal Authority: 15 USC 78c; 15 USC 78j(b); 15 USC 78o(c); 15 USC 78o(g); 15 USC 78q(a); 15 USC 78w(a) Abstract: As part of its efforts to respond to fraud and manipulation in the microcap securities market, the Commission proposed amendments to Rule 15c2-11. These amendments would limit the rule’s piggyback provision and increase public availability of issuer information. The amendments would expand the information review requirements for non-reporting issuers and the documentation required for significant relationships between the broker-dealer and the issuer of the security to be quoted. Finally, the amendments would exclude from the rule securities of larger, more liquid issuers. Timetable: Action Date FR Cite NPRM 02/25/98 63 FR 9661 NPRM Comment Period End 04/27/98 Action Date FR Cite Second NPRM 03/08/99 64 FR 11124 Second NPRM Comment Period End 04/07/99 Second NPRM Comment Period Extended 04/14/99 64 FR 18393 Comment Period End 05/08/99 Third NPRM 12/00/10 Regulatory Flexibility Analysis Required: Yes Agency Contact: Victoria L. Crane, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–5744 Fax: 202 772–9355 Email: cranev@sec.gov RIN: 3235–AH40 Securities and Exchange Commission (SEC) Final Rule Stage Division of Trading and Markets 430. PROPOSED AMENDMENT TO MUNICIPAL SECURITIES DISCLOSURE Legal Authority: 15 USC 78b; 15 USC 78c(b); 15 USC 78j; 15 USC 78o(c); 15 USC 78o–4; 15 USC 78q; 15 USC 78w(a)(1) Abstract: The Commission proposed amending Rule 15c2-12 under section 15 of the Exchange Act to improve the system of continuing disclosure previously established by Rule 15c2-12. The Division and the Division of Corporation Finance are considering recommending that the Commission publish an interpretive release for the municipal securities markets that would update previously published guidance to reflect changes in that market. Timetable: Action Date FR Cite NPRM 07/24/09 74 FR 36832 NPRM Comment Period End 09/08/09 Final Action 07/00/10 Regulatory Flexibility Analysis Required: Yes Agency Contact: Martha Mahan Haines, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–5681 Fax: 703 772–9274 Email: hainesm@sec.gov RIN: 3235–AJ66 431. NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATIONS Legal Authority: 15 USC 78o–7; 15 USC 89q Abstract: The Commission adopted rule amendments that impose additional requirements on nationally recognized statistical rating organizations (‘‘NRSROs’’) in order to address concerns about the integrity of their credit rating procedures and methodologies at NRSROs. The Commission simultaneously proposed rule amendments and a new rule that would require an NRSRO to furnish a new annual report by the firm’s designated compliance officers to disclose additional information about firm sources of revenue, and to make publicly available a consolidated report about revenues attributable to persons paying the NRSRO for the issuance or maintenance of a credit rating. Timetable: Action Date FR Cite NPRM 06/25/08 73 FR 36212 NPRM Comment Period End 07/25/08 Final Rule 02/09/09 74 FR 6465 Second NPRM 02/09/09 74 FR 6485 Second NPRM Comment Period End 03/26/09 Final Rule 12/04/09 74 FR 63832 Final Rule Effective 02/01/10 Third NPRM 12/04/09 74 FR 63866 Third NPRM Comment Period End 02/02/10 Final Action 06/00/10 Regulatory Flexibility Analysis Required: Yes Agency Contact: Sheila Swartz, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–5545 Fax: 202 772–9273 Email: swarts@sec.gov RIN: 3235–AK14

Securities and Exchange Commission (SEC) Long-Term Actions Division of Trading and Markets 432. RULE 15C2–2: CONFIRMATION OF TRANSACTIONS IN OPEN–END MANAGEMENT INVESTMENT COMPANY SHARES, UNIT INVESTMENT TRUST INTERESTS, AND MUNICIPAL FUND SECURITIES USED FOR EDUCATION SAVINGS Legal Authority: 15 USC 78j; 15 USC 78k; 15 USC 78o; 15 USC 78q; 15 USC 78w(a); 15 USC 78mm Abstract: The Commission proposed new Rule 15c2-2 under the Exchange Act, together with accompanying Schedule 15C. The Commission also proposed related amendments to Rule 10b-10. Proposed Rule 15c2-2 and Schedule 15C would provide for improved confirmation disclosure of distribution costs and conflicts of interest associated with transactions in mutual funds, municipal fund securities, and unit investment trusts. The amendments to Rule 10b-10 in part would reflect the new rule and would provide improved confirmation disclosure about certain callable securities. They also would clarify that the confirmation disclosure requirements do not determine broker￾dealer disclosure obligations under other provisions of the law. Timetable: Action Date FR Cite NPRM 02/10/04 69 FR 6438 NPRM Comment Period End 04/12/04 NPRM Comment Period Extended 03/04/05 70 FR 10521 NPRM Comment Period End 04/04/05 Next Action Undetermined Regulatory Flexibility Analysis Required: Yes Agency Contact: Alicia Goldin, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–5618 Fax: 202 772–9270 Email: goldina@sec.gov RIN: 3235–AJ11 433. RULE 15C2–3: POINT–OF–SALE DISCLOSURE OF PURCHASES IN OPEN–END MANAGEMENT INVESTMENT COMPANY SHARES, UNIT INVESTMENT TRUST INTERESTS, AND MUNICIPAL FUND SECURITIES USED FOR EDUCATION SAVINGS Legal Authority: 15 USC 78j; 15 USC 78k; 15 USC 78o; 15 USC 78q; 15 USC 78w(a); 15 USC 78mm Abstract: The Commission proposed new Rule 15c2-3 under the Exchange Act, together with accompanying Schedule 15D. Proposed Rule 15c2-3 and Schedule 15D would provide for pre-transaction ‘‘point of sale’’ disclosure of distribution costs and conflicts of interest associated with transactions in mutual funds, municipal fund securities, and unit investment trusts. Timetable: Action Date FR Cite NPRM 02/10/04 69 FR 6438 NPRM Comment Period End 04/12/04 NPRM Comment Period Extended 03/04/05 70 FR 10521 NPRM Comment Period End 04/04/05 Next Action Undetermined Regulatory Flexibility Analysis Required: Yes Agency Contact: Alicia Goldin, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–5618 Fax: 202 772–9270 Email: goldina@sec.gov RIN: 3235–AJ12 434. RULE 15C–100: SCHEDULE 15C Legal Authority: 15 USC 78j; 15 USC 78k; 15 USC 78o; 15 USC 78q; 15 USC 78w(a); 15 USC 78mm Abstract: The Commission proposed new Schedule 15C and Rules 15c2-2 and 15c2-3 under the Exchange Act, together with accompanying Schedule 15D. The Commission also proposed related amendments to Rule 10b-10. Proposed Rules 15c2-2 and 15c2-3 and Schedules 15C and 15D would provide for improved confirmation and pre￾transaction ‘‘point of sale’’ disclosure of distribution costs and conflicts of interest associated with transactions in mutual funds, municipal fund securities, and unit investment trusts. The amendments to Rule 10b-10 in part would reflect the new rules and would provide improved confirmation disclosure about certain callable securities. They also would clarify that the confirmation disclosure requirements do not determine broker￾dealer disclosure obligations under other provisions of the law. Timetable: Action Date FR Cite NPRM 02/10/04 69 FR 6438 NPRM Comment Period End 04/12/04 NPRM Comment Period Extended 03/04/05 70 FR 10521 NPRM Comment Period End 04/04/05 Next Action Undetermined Regulatory Flexibility Analysis Required: Yes Agency Contact: Alicia Goldin, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–5618 Fax: 202 772–9270 Email: goldina@sec.gov RIN: 3235–AJ13 435. RULE 15C–101: SCHEDULE 15D Legal Authority: 15 USC 78j; 15 USC 78k; 15 USC 78o; 15 USC 78q; 15 USC 78w(a); 15 USC 78mm Abstract: The Commission proposed new Rule 15c2-3 under the Exchange Act, together with accompanying Schedule 15D. Proposed Rule 15c2-3 and Schedule 15D would provide for pre-transaction ‘‘point of sale’’ disclosure of distribution costs and conflicts of interest associated with transactions in mutual funds, municipal fund securities, and unit investment trusts. Timetable: Action Date FR Cite NPRM 02/10/04 69 FR 6438 NPRM Comment Period End 04/12/04 NPRM Comment Period Extended 03/04/05 70 FR 10521 NPRM Comment Period End 04/04/05 Next Action Undetermined Regulatory Flexibility Analysis Required: Yes Agency Contact: Alicia Goldin, Division of Trading and Markets,

SEC—Division of Trading and Markets Long-Term Actions Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–5618 Fax: 202 772–9270 Email: goldina@sec.gov RIN: 3235–AJ14 436. PROCESSING OF REORGANIZATION EVENTS, TENDER OFFERS, AND EXCHANGE OFFERS Legal Authority: 15 USC 78b; 15 USC 78k–1(a)(1)(B); 15 USC 78n(d)(4); 15 USC 78o(c)(3); 15 USC 78o(c)(6); 15 USC 78q–1(a); 15 USC 78q–1(d)(1); 15 USC 78w(a) Abstract: The Commission proposed amendments to Rule 17Ad-14 under the Exchange Act. The amendments would require the establishment of book-entry accounts in connection with reorganization events and would give securities depositories up to 3 business days after the expiration of a tender offer, exchange offer, or reorganization event to deliver physical securities certificates to the agents. Timetable: Action Date FR Cite NPRM 09/04/98 63 FR 47209 Action Date FR Cite NPRM Comment Period End 11/03/98 Next Action Undetermined Regulatory Flexibility Analysis Required: Yes Agency Contact: Jerry Carpenter, Division of Market Regulation, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–5710 Fax: 202 772–9270 Email: carpenterj@sec.gov RIN: 3235–AH53 Securities and Exchange Commission (SEC) Completed Actions Division of Trading and Markets 437. AMENDMENTS TO REGULATION SHO Legal Authority: 15 USC 78j(a); 15 USC 78w(a) Abstract: The Commission proposed two approaches to restrictions on short selling: Short sale price test restrictions that would apply on a market-wide and permanent basis, or short sale circuit breaker restrictions that would apply only to a particular security during severe market declines in the price of that security. It adopted a short sale circuit breaker that, if triggered, prohibits (with limited exceptions) short selling at any price that is at or below the national best bid (‘‘short sale price test’’ or ‘‘short sale price test restriction’’). Timetable: Action Date FR Cite NPRM 04/20/09 74 FR 18042 NPRM Comment Period End 06/19/09 NPRM Comment Period Reopened 08/20/09 74 FR 42033 NPRM Comment Period End 09/21/09 Final Action 03/10/10 75 FR 11232 Final Action Effective 05/10/10 Regulatory Flexibility Analysis Required: Yes Agency Contact: Josephine J. Tao, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549 Phone: 202 551–5720 RIN: 3235–AK35 [FR Doc. 2010–8964 Filed 04–23–10; 8:45 am] BILLING CODE 8011–01–S