in the 500 Nevs Dicest, is now prepared by the Commission'

7. Short Form for the Registration of Securities

On April 11, 1978, the Commission adopted amendments to Fo S-16 under the Securities Act. 19/ Form S-16 is a registration form which is comparatively simpler and shorter than other available registration forms. The amendments generally expand the availability of the form for registration of certain primary offerings by issuers. The amendments permit the registration on the short form of: (1) securities being offered to the public for cash by certain issuers about which information is widely disseminated among the investing public; and (2) securities being offered by issuers eligible to use the form to existing shareholders through either rights offerings or dividend or interest reinvestment plans. Issuers permitted to use Form. S-16 are required to file periodic reports under the Exchange Act containing information about their business management and financial operations. The adoption of these amendments represents a significant step forward in the integration and coordination of the disclosure requirements of the Securities Act and the Exchange Act. The Commission stated that "a continuous, coordinated, and integrated disclosure system for companies subject to the securities acts should reduce registration costs and thus the costs of raising capital, facilitate timely access to the capital markets, make more meaningful the periodic reporting requirements of the Exchange Act, and eliminate needless duplication of disclosure which results in increased costs

to investors."

19/ Securities Act Release No. 5923 (April 11, 1978), 14 SEC Docket 695.

AND SING FICATION OF T

EEN FOR INTERES COMPAN
DVISERS AND BROKER-DELES

Just as in the case of disclosure by issuers of securities, the Commission has an obligation to review continuously the regulatory structure for investment companies, investment advisers, and broker-dealers in order to assure that there are no more regulatory constraints on the investment industry than are necessary. Investment Company and Investment Advisor Regulation

A.

With regard to investment companies and advisers, the Commission at this time has underway a particularly active review program. The Division of Investrent Management has undertaken comprehensive reviews of both the Investment Company Act and the Investment Advisers Act. These reviews have been undertaken with a view to ensuring that those Acts and the Commission's administration of them are consistent with both the protection of investors and the needs of regulated investment managers in light of current and anticipated trends in business. The Division has established a special study group to review the

Investment Company Act and the rules, regulations, and administrative practices under it with the purpose of simplifying and reducing the burden of regulation to the extent possible consistent with the protection of investors. One objective of the study is to replace administrative review of proposed investment company activities with rules codifying general conditions under which such activities are permissible. Such rules could obviate certain routinely granted applications for exemptive relief and requests for interpretive advice. More significantly the study will explore ways of reducing

the extent to which the staff becomes involved in decisions of investment com panies and their managements which involve the exercise of both business judgment and legal and fiduciary responsibility. A major focus of this effort will be

and structuring the role of dis

rent companies in maling and overseeing such decisione.

The result should be a regulatory system which relies primarily on inves ment companies and their managers, and particularly the disinterested directo to discharge their duties properly and to make full and fair disclosure, but which preserves a strong oversight function for the Commission through its inspection and enforcement programs.

Even prior to this effort, however, there have been recent significant reforms in the investment company/adviser area:

1. Deregistration of Certain Investment Companies

On May 11, 1978, the Commission adopted Form N-8F, an amendment to Form No10, and Rule 8-1. 20/ The purpose of these items is to help expedite the processing of routine applications for orders declaring that the applicants have ceased to be investment companies. These types of applications are filed continually in significant numbers, and the new rule and forms should assist the applicants considerably with the filings.

2.

Revision of Investment Company Registration and Report
Forms and Reporting Requirements

On August 28, 1978, the Commission adopted a rule and forms to create an integrated registration and reporting system under the Investment Company Act and the Securities Act for most management investment companies. 21/ The system is designed to reduce the number of filings made with, and dışlicative information reported to, the Commission, while at the same time improving

20/ Investment Company Act Release No. 10237 (May 11, 1978), 14 Sec Docket 1066.

21 Securities Act Release No. 5964 (Aug. 28, 1978), 15 SEC Docket 723.

The basic reporting requirements for management investment companies formerly had three areas of extensive duplication. First, the separate registration statement forms under each Act required much of the same information in different formets. Second, most of the information required in a notification of registration under Section 8(a) of the Investment Company Act (Form N-8A) is repeated in the registration statement required under Section 8(b) of the Act (Form No-55-1) Finally, the annual update of Securities Act registration statements filed by management investment companies making a continuous offering of their shares required disclosure of many of the same items of information required by the annual report form for management companies (Form N-1R) under the Exchange Act and the Investment Company Act.

The integrated registration and reporting system being adopted is based on the use of a unified registration statement form (Form N-1 for open-end companies and Form N-2 for closed-end companies) which may be used both to register securities under the Securities Act and to meet the requirements of Section 8(b) for filing a registration statement under the Investment Company Act. In addition, the revised Form N-8A will permit investment companies filing a notification of registration simultaneously with a registration statement to file only a short-form notification of registration. The unified registration statements will be required to be updated annually under the Investment Company Act and will include most of the information currently contained in registration statement Forms N-£5-1, S and S-5. In addition, the unified registration statements will include

some of the and mation currently required in the

Form N-18. Borr - has been completely revised in stimule to male ot

a computerized form analogous to the current EDP Attachment to Ford NE,

thereby eliminating the narrative part of the Form, although some exhicits may be required.

1. Uniform Registration and Reporting for Brokers and Dealers

Over the past several years this program has succeeded in achieving uniform reporting in the Commission and among the States. In 1974, the Report Coordinating Group, a federal advisory committee, was formed to develop a series of uniform reporting and registration forms to replace the multiplicity of forms disclosing similar information required by state securities administrators and self-regulators as well as by the Commission. As a result of these efforts, the Commission adopted for use by brokers and dealers a uniform registration form, Form BD, and a uniform application for securities representatives, Form 0–4. These forms are now accepted by 49 states and all self-regulatory organizations as well as the Commission. Previously, each organization required a separate application from a single registrant despite the fact that substantially the same information was required in each form. The cost savings potential of this action could mean the difference between an overall profit or loss to some broker-dealers, particularly the smaller firms. A firm registered with the Commission and forty states, for example, would enjoy a reduction of over 95 percent in the number of registration forms filed.

In addition, the adoption under the Exchange Act of the "Financial and Operational Combined Uniform Single" ("FOCUS") report, simplified and consoli

dated into one reporting

Form X-178-11, Forms

reporting requirements of Form X-17A-10,

the Joint Regulatory Report, the income