SEC Proposed Rule: Mutual Fund Redemption Fees; Release No. IC
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Federal Register / Vol. 71, No. 44 / Tuesday, March 7, 2006 / Proposed Rules 11351 Issued in Renton, Washington, on February Paper Comments Investment Company Act.4 We adopted 22, 2006. • the rule to help address abuses Michael J. Kaszycki, Send paper comments in triplicate associated with short-term trading of Acting Manager, Transport Airplane to Nancy M. Morris, Secretary, fund shares. Rule 22c–2 provides that if Directorate, Aircraft Certification Service. Securities and Exchange Commission, a fund redeems its shares within seven [FR Doc. E6–3227 Filed 3–6–06; 8:45 am] 100 F Street, NE., Washington, DC days,5 its board must consider whether 20549–9303. BILLING CODE 4910–13–P to impose a fee of up to two percent of All submissions should refer to File the value of shares redeemed shortly Number S7–06–06. This file number after their purchase (‘‘redemption fee’’).6 SECURITIES AND EXCHANGE should be included on the subject line The rule also requires such a fund to COMMISSION if e-mail is used. To help us process and enter into agreements with its review your comments more efficiently, intermediaries that provide fund 17 CFR Part 270 please use only one method. The management the ability to identify Commission will post all comments on investors whose trading violates fund [Release No. IC–27255; File No. S7–06–06; the Commission’s Internet Web site restrictions on short-term trading.7 File No. 4–512] (http://www.sec.gov/rules/ When we adopted rule 22c–2 last RIN 3235–AJ51 proposed.shtml). Comments are also March, we asked for additional available for public inspection and comment on (i) whether the rule should Mutual Fund Redemption Fees copying in the Commission’s Public include uniform standards for 8 AGENCY: Securities and Exchange Reference Room, 100 F Street, NE., redemption fees, and (ii) any problems Commission. Washington, DC 20549. All comments with the rule that might arise during the received will be posted without change; course of implementation.9 We received ACTION: Proposed rule. we do not edit personal identifying over 100 comment letters in response to 10 SUMMARY: The Securities and Exchange information from submissions. You the request for comment. Commenters Commission (‘‘Commission’’ or ‘‘SEC’’) should submit only information that expressed various views on the need for is proposing amendments to the you wish to make available publicly. uniform standards, but a number of commenters also raised concerns with redemption fee rule we recently FOR FURTHER INFORMATION CONTACT: adopted. The rule, among other things, the basic requirements of the rule. Thoreau Bartmann, Staff Attorney, or C. In their letters in response to the requires most open-end investment Hunter Jones, Assistant Director, Office companies (‘‘funds’’) to enter into rule’s adoption, commenters of Regulatory Policy, (202) 551–6792, representing fund managers and other agreements with intermediaries, such as Division of Investment Management, broker-dealers, that hold shares on Securities and Exchange Commission, 4 See Mutual Fund Redemption Fees, Investment behalf of other investors in so called 100 F Street, NE., Washington, DC Company Act Release No. 26782 (Mar. 11, 2005) [70 ‘‘omnibus accounts.’’ These agreements 20549–5041. FR 13328 (Mar. 18, 2005)] (‘‘Adopting Release’’). must provide funds access to 5 Because the large majority of funds redeem information about transactions in these SUPPLEMENTARY INFORMATION: The shares within seven days of purchase, the practical accounts to enable the funds to enforce Commission today is proposing effect of rule 22c–2, and these proposed 1 amendments, would be to require most funds to restrictions on market timing and amendments to rule 22c–2 under the 2 comply with the rule’s requirements. Therefore, similar abusive transactions. The Investment Company Act of 1940 (the throughout this Release we may describe funds as Commission is proposing to amend the ‘‘Investment Company Act’’ or the being ‘‘required to comply’’ with a provision of the ‘‘Act’’).3 rule, when the actual requirement only applies if rule to clarify the operation of the rule a fund redeems its shares within seven days. A fund and reduce the number of Table of Contents that does not redeem its shares within seven days intermediaries with which funds must would not be required to comply with those negotiate information-sharing I. Background provisions of rule 22c–2. II. Discussion 6 agreements. The amendments are Rule 22c–2(a)(1). Under the rule, the board of A. Small Intermediaries directors must either (i) approve a fee of up to 2% designed to address issues that came to B. Intermediary Chains of the value of shares redeemed, or (ii) determine our attention after we had adopted the C. Effect of Lacking an Agreement that the imposition of a fee is not necessary or rule, and are designed to reduce the III. Compliance Date appropriate. Id. costs to funds (and fund shareholders) IV. Current Industry Efforts Regarding 7 Under the rule, the fund (or its principal while still achieving the goals of the Shareholder Information underwriter) must enter into a written agreement V. Ongoing Monitoring of Implementation with each of its financial intermediaries under rulemaking. which the intermediary agrees to (i) provide, at the VI. Cost-Benefit Analysis DATES: fund’s request, identity and transaction information Comments must be received on VII. Consideration of Promotion of Efficiency, about shareholders who hold their shares through or before April 10, 2006. Competition, and Capital Formation an account with the intermediary, and (ii) execute ADDRESSES: Comments may be VIII. Paperwork Reduction Act instructions from the fund to restrict or prohibit submitted by any of the following IX. Initial Regulatory Flexibility Analysis future purchases or exchanges. The fund must keep a copy of each written agreement for six years. Rule methods: X. Statutory Authority Text of Rule 22c–2(a)(2),(3). Electronic Comments 8 See Adopting Release, supra note 4, at Section I. Background II.C. As we noted when we adopted the rule, • Use the Commission’s Internet ‘‘[a]lthough we received comment on these comment form (http://www.sec.gov/ On March 11, 2005, the Commission [uniform standards] issues during the initial adopted rule 22c–2 under the comment period, those comments were offered in rules/proposed.shtml); or the context of a mandatory redemption fee’’ rather • Send an e-mail to rule- than in the context of the voluntary approach that [email protected]. Please include File 1 17 CFR 270.22c–2. we adopted. See id. Number S7–06–06 on the subject line; 2 15 U.S.C. 80a. 9 See id. or 3 Unless otherwise noted, all references to 10 Comment letters on the 2004 proposal and the • statutory sections are to the Investment Company 2005 adoption are available in File No. S7–11–04, Use the Federal eRulemaking Portal Act, and all references to ‘‘rule 22c–2’’ or any which is accessible at http://www.sec.gov/rules/ (http://www.regulations.gov). Follow the paragraph of the rule will be to 17 CFR 270.22c– proposed/s71104.shtml. References to comment instructions for submitting comments. 2. letters are to letters in that file. VerDate Aug<31>2005 16:19 Mar 06, 2006 Jkt 208001 PO 00000 Frm 00026 Fmt 4702 Sfmt 4702 E:\FR\FM\07MRP1.SGM 07MRP1 sroberts on PROD1PC70 with PROPOSALS 11352 Federal Register / Vol. 71, No. 44 / Tuesday, March 7, 2006 / Proposed Rules market participants stated that Among the commenters who argued that agreements, the intermediaries must implementing the rule would be more uniform standards would benefit market agree to provide, at the fund’s request, costly than we had anticipated, and participants, no consensus emerged as the shareholder identity (i.e., taxpayer requested that we address certain to what those uniforms standards identification number) and transaction interpretive issues that arose in should be, if they were adopted. We are information,17 and carry out connection with the implementation of taking the commenters’ views under instructions from the fund to restrict or the rule.11 The amendments we are advisement, but are not proposing prohibit further purchases or exchanges proposing today address concerns and uniform redemption fee standards at by a shareholder (as identified by the questions regarding rule 22c–2 that this time. fund) that has engaged in trading that commenters have brought to our II. Discussion violates the fund’s market timing attention. These amendments are policies.18 We designed this provision designed to reduce the costs of The amendments to rule 22c–2 we are to enable funds to obtain the complying with the rule and clarify its proposing today (i) limit the types of information that they need to monitor application in certain circumstances.12 intermediaries with which funds must short-term trading in omnibus accounts We also received comments on negotiate information-sharing and enforce their market timing whether we should provide for a agreements, (ii) address the rule’s policies.19 uniform redemption fee applicable to application when there are chains of Many fund commenters expressed those funds whose directors determined intermediaries, and (iii) clarify the effect concern that the requirement would to impose a redemption fee. While most of a fund’s failure to obtain an necessitate reviewing a large number of commenters asserted that funds and agreement with any of its their shareholder accounts in order to intermediaries would likely achieve intermediaries. determine which shareholders meet the certain benefits or cost savings if the A. Small Intermediaries definition of ‘‘financial Commission mandated uniform intermediary.’’ 20 They noted that redemption fee standards,13 others Rule 22c–2 prohibits a fund from redeeming shares within seven days because the definition encompasses any disagreed, asserting that the best way to entity that holds securities in nominee serve funds, intermediaries, and unless, among other things, the fund enters into written agreements with its investors was by allowing each fund to financial intermediaries other than broker-dealers, adopt redemption fee policies that best financial intermediaries (such as broker- and contain comparable exceptions.