Comment Letters

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2020 Comment Letters

Re: Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets; Release Nos. 33-10763; 34-88321; File No. S7-05-20 (July 27, 2020)
Re: Good Faith Determinations of Fair Value (File No. S7-07-20) (July 20, 2020)
Re: Management's Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information; Release No. 33-10750; 34-880093; File No. S7-01-20 (June 5, 2020)
Re: Amending the "Accredited Investor" Definition; Release Nos. 33-10734 and 34-87784; File No. S7- 25-19
(May 22, 2020)
Re: Use of Derivatives by Registered Investment Companies and Business Development Companies; Required Due Diligence by Broker-Dealers and Registered Investment Advisers Regarding Retail Customers' Transactions in Certain Leveraged/Inverse Investment Vehicles (File No. S7-24-15) (May 1, 2020)

2019 Comment Letters

2018 Comment Letters

Re: Concept Release on Compensatory Securities Offeings and Sales: Files No. S7-18-18 (November 28, 2018)
Re: Exchange-Traded Funds: Proposed Rule: File No. S7-15-18 (October 11, 2018)

2017 Comment Letters

Re: Business and Financial Disclosure Required by Regulation S-K Release No. 33-10064; 34-77599; File No. S7-06-16 (December 15, 2017)

2015 Comment Letters

2014 Comment Letters

2013 Comment Letters

2012 Comment Letters

Re: Potentially Negative Impacts on Human Rights and the Internet Posed by WCIT-12 (October 30, 2012)
Re: Eliminating the Prohibition Against General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings (Rel. No. 33-9354; File No. S7-07-12) (October 5, 2012)
Re: Request for Public Comments on SEC Regulatory Initiatives Under the JOBS Act: Title IV-Small Company Capital Formation (September 7, 2012)
Re: Credit Risk Retention - Use of Participation Interests (August 10, 2012)
Re: Regulatory Notice 12-27: Corporate Financing Rule: Proposed Amendments to FINRA Rule 5110 Regarding Deferred Compensation Arrangements in Public Offerings and Filing Requirements for Certain Exchange-Traded Funds (July 30, 2012)
Re: Request for Public Comments on SEC Regulatory Initiatives Under the JOBS Act Title II- Access to Capital for Job Creators (April 30, 2012)
Re: FINRA Regulatory Notice 12-14 (April 9, 2012)
Re: Proposed Model Crowdfunding Exemption (March 12, 2012)
Re: Prohibition against Conflicts of Interest in Certain Securitizations (Rel. Nos. 34-65355, 34-65942 and 34-66058; File No. S7-38-11) (February 13, 2012)

2011 Comment Letters

Re: Retrospective Review of Existing Regulations; Rel. Nos. 33-9257; 34-65262; IA-3271; IC-29781; File No. S7-36-11 (December 6, 2011)

2010 Comment Letters

2009 Comment Letters

2008 Comment Letters

2007 Comment Letters

2006 Comment Letters

Letter to SEC re Designation of Nasdaq Capital Market Securities as "Covered Securities" (December 20, 2006)
Comment Letter on Proposed Amendments to NASD Rule 2720 (December 4, 2006)
Letter on Shareholder Access (November 27, 2006)
File No. S7-03-06; Executive Compensation Disclosure; Disclosure of Non-Executives Compensation (October 31, 2006)
File No. S7-11-06; Release Nos. 33-8735; 34-54380: Internal Controls over Financial Reporting in Exchange Act Periodic Reports of Non-Accelerated Filers and Newly Public Companies (October 19, 2006)
File No. S7-06-03; Concept Release Concerning Management's Reports on Internal Control over Financial Reporting (October 19, 2006)
Commission Guidance Regarding Client Commission Practices under Section 28(e) of the Securities Exchange Act of 1934 (September 14, 2006)
File No. SR-NASD 2005 114 Proposed Rule Change by the NASD Relating to the Regulation of Underwriting Compensation in Public Offerings of Real Estate Investment Trusts and Direct Participation Programs (August 22, 2006)
INTERPRETIVE REQUEST Interpretive Issues Raised by Goldstein v. SEC (1mb)(July 31, 2006)
Comment Letter of the Task Force on Shareholder Proposals to the Committee on Corporate Laws (May 24, 2006)
Executive Compensation and Related Party Disclosure(File No. S7-03-06) (April 5, 2006)
Amendments to the Tender Offer Best-Price Rule Release No. 34-52968 (File No. S7-11-05) (April 5, 2006)
Internet Availability for Proxy Materials Release Nos. 34-52926; IC-27182 (File No. S7-10-05) (April 4, 2006)
Release No. 34-53020 - Termination of a Foreign Private Issuer's Registration of a Class of Securities under Section 12(g) and Duty to File Reports under Section 15(d) of the Securities Exchange Act of 1934 (File Number S7-09-05) (March 8, 2006)

2005 Comment Letters

Proposed Commission Guidance Regarding Client Commission Practices Under Section 28(e) of the Securities Exchange Act of 1934 (File Number S7-09-05) (December 13, 2005)
File Nos. S7-40-02; S7-06-03 Release Nos. 33-8618; 34-52492 Management's Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports of Companies that are not Accelerated Filers (November 28, 2005)
Letter from Jean Harris, Stanley Keller, John Murphy, Ann Yvonne Walker and Greg Yadley to the Advisory Committee on Smaller Public Companies (September 12, 2005)
INTERPRETIVE REQUEST Seeking Guidance on New Rules and Rule Amendments for the "Advisers Act" (2mb)(June 23, 2005)
SEC response to the comments submitted on June 23 regarding the Investment Advisers Act (December 8, 2005)
File No. S7-41-04 (March 8, 2005)
SR-NYSE-2004-12 and SR-NASD-2003-140 Prohibition of Abuses in Allocating Initial Public Offerings (March 8, 2005)
Securities Offering Reform Release Nos. 33-8501 and 34-50624 (File No. S7-38-04) (March 2, 2005)
Securities Offering Reform Release Nos. 33-8501 and 34-50624 (File No. S7-38-04) (February 11, 2005)
Proposed Rule Change by the NASD Relating to the Corporate Financing Rule and Shelf Offerings of Securities (File No. SR-NASD-2004-022) (February 3, 2005)
Proposed Rules 2a-46 and 55a-1 under the Investment Company Act of 1940, as amended (File Number S7-37-04) (January 5, 2005)

2004 Comment Letters

NASD's Shelf Offering Proposal Filed with the SEC in SR-NASD-2004-22 (November 19, 2004)
File Number S7-30-04: Registration Under the Advisers Act of Certain Hedge Fund Advisers (the "Proposing Release") (September 28, 2004)
Temporary Postponement of the Final Phase-In Period for Acceleration of Periodic Report Filing Dates (File Number S7-32-04) (September 28, 2004)
File No. S7-28-04 Press Release No. 2004-89 Press Release: Release of Comment Letters and Responses (September 28, 2004)
Proposed Regulation B (File Number S7-26-04) (September 23, 2004)
NASD Discussion on Rule 2710. (September 22, 2004)
File No. S7-27-04 Ownership Reports and Trading by Officers, Directors and Principal Security Holders (August 16, 2004)
Re: Asset-Backed Securities Release Nos. 33-8419 and 34-49644 (File No. S7-21-04) (July 21, 2004)
File No. S7-09-04 Proposed Amendments to Rule 12b-1 (May 14, 2004)
File No. PCAOB-2003-07 (April 26, 2004)
Security Holder Director Nominations (March 30, 2004)
Proposal to Adopt Amendments to Proposed Rule 2712 (February 4, 2004)
PCAOB Rulemaking Release No. 2003-023, Docket No. 012 (January 30, 2004)
Security Holder Director Nominations (January 7, 2004)

2003 Comment Letters

2002 Comment Letters

SEC proposals to implement new Section 13(j) to the Exchange Act of 1934--added by Section 401(a) of the Sarbanes-Oxley Act of 2002 (December 31, 2002)
Proposed rules on Insider Trading During Pension Blackout Periods pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 (December 24, 2002)
SEC proposals regarding use of non-GAAP financial measures to implement section 401(a) of the Sarbanes-Oxley Act (December 24, 2002)
SEC proposed rules on codes of ethics to implement section 406 of the Sarbanes-Oxley Act (December 19, 2002)
SEC's proposals regarding lawyer professional conduct under section 307 of the Sarbanes-Oxley Act (December 18, 2002)
SEC proposals regarding improper influence on conduct of audits to implement section 303(a) of the Sarbanes-Oxley Act (December 13, 2002)
SEC proposed rules on disclosure regarding financial experts on the audit committee to implement section 407 of the Sarbanes-Oxley Act (December 4, 2002)
Internal Controls Reporting pursuant to Section 404 of the Sarbanes-Oxley Act (December 6, 2002)
Proposed Rule: Disclosure of Proxy Voting Policies and Proxy Voting Records by Registered Management Investment Companies (December 6, 2002)
Proposed Rule: Proxy Voting by Investment Advisers (December 6, 2002)
Comments on Treatment of Stock Options Under Sec. 16. (November 12, 2002)
Letter Re: Self-Regulatory Organizations Proposed Rules Relating To Shareholder Approval Of Equity Compensation Plans (November 11, 2002)
Letter to the SEC Relating to Certification of Investment Company Reports (October 23, 2002)
Supplemental Letter on Certification of SEC Filings (October 23, 2002)
Proposed Amendments to the NASD's Best Execution Rule (NTM 02-40) (September 9, 2002)
Letter to Catherine R. Kinney (NYSE) and Edward Knight (NASDAQ), Re: Shareholder Approval of Equity Incentive Plans (September 13, 2002)
Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date (Sept. 12, 2002)
Proposed Revisions to the Rules and Forms Adopted Under Section 16(a) of the Securities Exchange Act of 1934 (Aug. 15, 2002)
Certification of Disclosure in Companies' Quarterly and Annual Reports (Aug. 15, 2002)
Letter concerning the Commission's proposed amendments to investment company advertising rule (July 31, 2002)
Disclosure in Management's Discussion and Analysis About the Application of Critical Accounting Policies - File No. S7-16-02 (July 24, 2002)
Letter from Stanley Keller and Dixie Johnson to SEC Chairman Pitt re:Section 21(a)
- Response from Alan Beller and Giovanni Prezioso, SEC Division
  of Corporation Finance
- Response from Keller/Johnson to Beller/Prezioso.
Letter to the SEC on Form 8-K Disclosure of Certain Management Transactions
NYSE Shareholder Approval of Equity Compensation Plans Proposal
Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports (June 4, 2002)
Shareholder Approval of Equity Incentive Plans
Proposal to Define "Qualified Purchaser"
NASD/NYSE Proposed Analyst Independence Rules (April 30, 2002)
Final Version: Actively Managed Exchange-Traded Funds (February 1, 2002)
Mergers and Other Business Combinations Between Certain Affiliated Investment Companies (January 18, 2002)

2001 Comment Letters

Securities Act Reform (Aug 22, 2001)
Exchange Act - Nasdaq Stock Market, Inc. Application for Registration as a National Securities Exchange (Aug 21, 2001)
Regulatory Treatment of Option Repricing/Exchange Programs (March 17, 2001)

2000 Comment Letters

Auditor Independence Requirements (September 27, 2000)
Use of Electronic Media (August 9, 2000)
Proposed Rules 10b5-1 and 10b5-2: Regarding Insider Trading (May 8, 2000)
Selective Disclosure (May 8, 2000)
SEC on the Indepdedent Fund Directors Proposals File No. S7-23-99 (February 11, 2000)
Proposed Rule 206 (4)-5 and Proposed Amendments to Rule 204-2, Regarding "Pay-to-Play" Practices (January 5, 2000)

Pre-2000 Comment Letters