Proposed Rule2022-10195
Reopening of Comment Periods for “Private Fund Advisers; Documentation of Registered Investment Adviser Compliance Reviews” and “Amendments Regarding the Definition of `Exchange' and Alternative Trading Systems (ATSs) That Trade U.S. Treasury and Agency Securities, National Market System (NMS) Stocks, and Other Securities”
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
May 12, 2022
Effective
March 24, 2022
Issuing agencies
Securities and Exchange Commission
Abstract
The Securities and Exchange Commission ("Commission") is reopening the comment period for a release proposing new rules and amendments to an existing rule under the Investment Advisers Act of 1940 ("Advisers Act") that would affect private fund advisers and proposing amendments to the Advisers Act compliance rule, which would affect all registered investment advisers ("Advisers Act Proposing Release"). The Commission is also reopening the comment period for a release proposing amendments to its rules under the Securities Exchange Act of 1934 ("Exchange Act") that would amend a rule under the Exchange Act, which defines certain terms used in the statutory definition of "exchange" under the Exchange Act, re-propose amendments to Regulation ATS for ATSs that trade government securities as defined under the Exchange Act or repurchase and reverse repurchase agreements on government securities ("Government Securities ATSs"), re-propose amendments to Regulation SCI to apply to ATSs that meet certain volume thresholds in U.S. Treasury Securities or in a debt security issued or guaranteed by a U.S. executive agency or government- sponsored enterprise ("Agency Securities"), amend the fair access rule for ATSs, and amend Form ATS-N, Form ATS-R, and Form ATS ("Exchange Act Proposing Release"). These actions will allow interested persons additional time to analyze the issues and prepare their comments, which would benefit the Commission in its consideration of final rules.
Full Text
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<title>Federal Register, Volume 87 Issue 92 (Thursday, May 12, 2022)</title>
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[Federal Register Volume 87, Number 92 (Thursday, May 12, 2022)]
[Proposed Rules]
[Pages 29059-29061]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-10195]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 232, 240, 242, 249, and 275
[Release Nos. 34-94868; IA-6018; File Nos. S7-02-22; S7-03-22]
RIN 3235-AN07; 3235-AM45
Reopening of Comment Periods for ``Private Fund Advisers;
Documentation of Registered Investment Adviser Compliance Reviews'' and
``Amendments Regarding the Definition of `Exchange' and Alternative
Trading Systems (ATSs) That Trade U.S. Treasury and Agency Securities,
National Market System (NMS) Stocks, and Other Securities''
AGENCY: Securities and Exchange Commission.
ACTION: Proposed rules; reopening of comment periods.
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[[Page 29060]]
SUMMARY: The Securities and Exchange Commission (``Commission'') is
reopening the comment period for a release proposing new rules and
amendments to an existing rule under the Investment Advisers Act of
1940 (``Advisers Act'') that would affect private fund advisers and
proposing amendments to the Advisers Act compliance rule, which would
affect all registered investment advisers (``Advisers Act Proposing
Release''). The Commission is also reopening the comment period for a
release proposing amendments to its rules under the Securities Exchange
Act of 1934 (``Exchange Act'') that would amend a rule under the
Exchange Act, which defines certain terms used in the statutory
definition of ``exchange'' under the Exchange Act, re-propose
amendments to Regulation ATS for ATSs that trade government securities
as defined under the Exchange Act or repurchase and reverse repurchase
agreements on government securities (``Government Securities ATSs''),
re-propose amendments to Regulation SCI to apply to ATSs that meet
certain volume thresholds in U.S. Treasury Securities or in a debt
security issued or guaranteed by a U.S. executive agency or government-
sponsored enterprise (``Agency Securities''), amend the fair access
rule for ATSs, and amend Form ATS-N, Form ATS-R, and Form ATS
(``Exchange Act Proposing Release''). These actions will allow
interested persons additional time to analyze the issues and prepare
their comments, which would benefit the Commission in its consideration
of final rules.
DATES: The comment periods for the proposed rules published in the
Federal Register on March 24, 2022, at 87 FR 16886, and March 18, 2022,
at 87 FR 15496 are reopened. Comments should be received on or before
June 13, 2022.
ADDRESSES: Comments may be submitted by any of the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/submitcomments.htm">https://www.sec.gov/rules/submitcomments.htm</a>).
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#5123243d347c323e3c3c343f2522112234327f363e27"><span class="__cf_email__" data-cfemail="7a080f161f57191517171f140e093a091f19541d150c">[email protected]</span></a>. Please include
File Number S7-03-22 for the Advisers Act Proposing Release and File
Number S7-02-22 for the Exchange Act Proposing Release on the subject
line.
Paper Comments
<bullet> Send paper comments to Vanessa A. Countryman, Secretary,
Securities and Exchange Commission, 100 F Street NE, Washington, DC
20549-1090.
All submissions should refer to the file number for the specific action
being commented upon. This file number should be included on the
subject line if email is used. To help the Commission process and
review your comments more efficiently, please use only one method of
submission. The Commission will post all comments on the Commission's
website (<a href="https://www.sec.gov/rules/proposed.shtml">https://www.sec.gov/rules/proposed.shtml</a>). 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 a.m. and 3 p.m. Operating
conditions may limit access to the Commission's Public Reference Room.
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.
Studies, memoranda, or other substantive items may be added by the
Commission or staff to the comment file during this rulemaking. A
notification of the inclusion in the comment file of any such materials
will be made available on our website. To ensure direct electronic
receipt of such notifications, sign up through the ``Stay Connected''
option at <a href="http://www.sec.gov">www.sec.gov</a> to receive notifications by email.
FOR FURTHER INFORMATION CONTACT: For questions about File Number S7-03-
22 (Advisers Act Proposing Release), contact Robert Holowka, Attorney-
Adviser; Thomas Strumpf, Senior Counsel; Melissa Roverts Harke, Senior
Special Counsel; Christine Schleppegrell, Acting Branch Chief; Michael
C. Neus, Private Funds Attorney Fellow, Investment Adviser Regulation
Office; or Marc Mehrespand, Branch Chief, Chief Counsel's Office, at
(202) 551-6787 or <a href="/cdn-cgi/l/email-protection#b6fff7c4c3dad3c5f6c5d3d598d1d9c0"><span class="__cf_email__" data-cfemail="b7fef6c5c2dbd2c4f7c4d2d499d0d8c1">[email protected]</span></a>, Division of Investment Management,
Securities and Exchange Commission, 100 F Street NE, Washington, DC
20549-8549.
For questions about File Number S7-02-22 (Exchange Act Proposing
Release), contact, for Regulation ATS: Tyler Raimo, Assistant Director,
at (202) 551-6227; Matthew Cursio, Special Counsel, at (202) 551-5748;
David Garcia, Special Counsel, at (202) 551-5681; Megan Mitchell,
Special Counsel, at (202) 551-4887; Amir Katz, Special Counsel, at
(202) 551-7653; and Joanne Kim, Attorney Advisor, at (202) 551-4393;
and for Regulation SCI: David Liu, Special Counsel, at (312) 353-6265
and Sara Hawkins, Special Counsel, at (202) 551-5523, Office of Market
Supervision, Division of Trading and Markets, Securities and Exchange
Commission, 100 F Street NE, Washington, DC 20549.
SUPPLEMENTARY INFORMATION:
I. Private Fund Advisers; Documentation of Registered Investment
Adviser Compliance Reviews
The Commission has requested comment on the Advisers Act Proposing
Release,\1\ which proposes new rules and amendments to existing rules
under the Advisers Act. The proposed rules would require registered
investment advisers to private funds to provide transparency to their
investors regarding the full cost of investing in private funds and the
performance of such private funds. The proposed rules also would
require a registered private fund adviser to obtain an annual financial
statement audit of each private fund it advises and, in connection with
an adviser-led secondary transaction, a fairness opinion from an
independent opinion provider. In addition, the proposed rules would
prohibit all private fund advisers, including those that are not
registered with the Commission, from engaging in certain sales
practices, conflicts of interest, and compensation schemes that are
contrary to the public interest and the protection of investors. All
private fund advisers would also be prohibited from providing
preferential treatment to certain investors in a private fund, unless
the adviser discloses such treatment to other current and prospective
investors. The proposed rules include corresponding amendments to the
Advisers Act books and records rule to facilitate compliance with these
proposed new rules and assist our examination staff. Finally, the
proposed rules would amend the Advisers Act compliance rule, which
would affect all registered investment advisers, to better enable our
staff to conduct examinations. The original comment period for the
Advisers Act Proposing Release ended on April 25, 2022.
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\1\ See Advisers Act Release No. 5955 (February 9, 2022), 87 FR
16886 (March 24, 2022).
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II. Amendments Regarding the Definition of `Exchange' and Alternative
Trading Systems (ATSs) That Trade U.S. Treasury and Agency Securities,
National Market System (NMS) Stocks, and Other Securities
The Commission has requested comment on the Exchange Act
[[Page 29061]]
Proposing Release,\2\ which proposes amendments to its rules under the
Exchange Act that would amend 17 CFR 240.3b-16 under the Exchange Act,
which defines certain terms used in the statutory definition of
``exchange'' under Section 3(a)(1) of the Exchange Act to include
systems that offer the use of non-firm trading interest and
communication protocols to bring together buyers and sellers of
securities. In addition, the Exchange Act Proposing Release is re-
proposing amendments to the Commission's regulations under the Exchange
Act that were initially proposed in September 2020 for ATSs to take
into consideration systems that may fall within the definition of
exchange because of the proposed amendments in the Exchange Act
Proposing Release and operate as an ATS. In the Exchange Act Proposing
Release, the Commission is also re-proposing, with certain revisions,
amendments to its regulations for Government Securities ATSs. In the
Exchange Act Proposing Release, the Commission is proposing to amend
Form ATS-N for NMS Stock ATSs, which would require existing NMS Stock
ATSs to amend their existing disclosures. In addition, in the Exchange
Act Proposing Release the Commission is proposing to amend the fair
access rule for ATSs. The Commission is also proposing to require
electronic filing of and to modernize Form ATS-R and Form ATS, which
would require existing Form ATS filers to amend their existing
disclosures. Further, in the Exchange Act Proposing Release the
Commission is re-proposing amendments to its regulations regarding
systems compliance and integrity to apply to ATSs that meet certain
volume thresholds in U.S. Treasury Securities or in Agency Securities.
The original comment period for the Exchange Act Proposing Release
ended on April 18, 2022.
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\2\ See Securities Exchange Act Release No. 94062 (January 26,
2022), 87 FR 15496 (March 18, 2022).
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III. Reopening of Comment Periods
The Commission believes that providing the public additional time
to consider and comment on the matters addressed in the Advisers Act
Proposing Release and the Exchange Act Proposing Release would benefit
the Commission in its consideration of final rules. Therefore, the
Commission is reopening the comment periods for Release No. IA-5955
``Private Fund Advisers; Documentation of Registered Investment Adviser
Compliance Reviews'' and Release No. 34-94062 ``Amendments Regarding
the Definition of `Exchange' and Alternative Trading Systems (ATSs)
That Trade U.S. Treasury and Agency Securities, National Market System
(NMS) Stocks, and Other Securities'' until June 13, 2022.
By the Commission.
Dated: May 9, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-10195 Filed 5-11-22; 8:45 am]
BILLING CODE 8011-01-P
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