Federal Register, Volume 75 Issue 42 (Thursday, March 4, 2010)

[Federal Register Volume 75, Number 42 (Thursday, March 4, 2010)]
[Rules and Regulations]
[Pages 10060-10120]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-4059]

[[Page 10059]]

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Part III

Securities and Exchange Commission

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17 CFR Parts 270 and 274

Money Market Fund Reform; Final Rule

Federal Register / Vol. 75, No. 42 / Thursday, March 4, 2010 / Rules
and Regulations

[[Page 10060]]

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 270 and 274

[Release No. IC-29132; File Nos. S7-11-09, S7-20-09]
RIN 3235-AK33

Money Market Fund Reform

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (``Commission'' or
``SEC'') is adopting amendments to certain rules that govern money
market funds under the Investment Company Act of 1940. The amendments
will tighten the risk-limiting conditions of rule 2a-7 by, among other
things, requiring funds to maintain a portion of their portfolios in
instruments that can be readily converted to cash, reducing the maximum
weighted average maturity of portfolio holdings, and improving the
quality of portfolio securities; require money market funds to report
their portfolio holdings monthly to the Commission; and permit a money
market fund that has ``broken the buck'' (i.e., re-priced its
securities below $1.00 per share), or is at imminent risk of breaking
the buck, to suspend redemptions to allow for the orderly liquidation
of fund assets. The amendments are designed to make money market funds
more resilient to certain short-term market risks, and to provide
greater protections for investors in a money market fund that is unable
to maintain a stable net asset value per share.

DATES: The rules, rule amendments, and form are effective May 5, 2010.
The expiration date for 17 CFR 270.30b1-6T is extended from September
17, 2010 to December 1, 2010. Compliance dates are discussed in Section
III of the SUPPLEMENTARY INFORMATION.

FOR FURTHER INFORMATION CONTACT: Office of Regulatory Policy, at (202)
551-6792, Division of Investment Management, Securities and Exchange
Commission, 100 F Street, NE., Washington, DC 20549-8549.

SUPPLEMENTARY INFORMATION: The Commission is adopting amendments to
rules 2a-7 [17 CFR 270.2a-7], 17a-9 [17 CFR 270.17a-9] and 30b1-6T [17
CFR 270.30b1-6T], new rules 22e-3 [17 CFR 270.22e-3] and 30b1-7 [17 CFR
270.30b1-7], and new Form N-MFP [17 CFR 274.201] under the Investment
Company Act of 1940 (``Investment Company Act'' or ``Act'').\1\
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\1\ 15 U.S.C. 80a. Unless otherwise noted, all references to
statutory sections are to the Investment Company Act, and all
references to rules under the Investment Company Act, including rule
2a-7, are to Title 17, Part 270 of the Code of Federal Regulations
[17 CFR 270]. References to ``current'' rules relate to rules in
their current form [17 CFR Part 270 (2009 version)], and references
to ``amended'' rules relate to rules as they will be amended by this
Release.
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Table of Contents

I. Background
II. Discussion
A. Portfolio Quality
1. Second Tier Securities
2. Eligible Securities
3. Asset Backed Securities
B. Portfolio Maturity
1. Weighted Average Maturity
2. Weighted Average Life
3. Maturity Limit for Government Securities
C. Portfolio Liquidity
1. General Liquidity Requirement
2. Limitation on Acquisition of Illiquid Securities
3. Minimum Daily and Weekly Liquidity Requirements
4. Stress Testing
D. Repurchase Agreements
E. Disclosure of Portfolio Information
1. Public Web site Posting
2. Reporting to the Commission
3. Phase-Out of Weekly Reporting by Certain Funds
F. Processing of Transactions
G. Exemption for Affiliate Purchases
1. Expanded Exemptive Relief
2. New Reporting Requirement
H. Fund Liquidation
III. Compliance Dates
IV. Paperwork Reduction Act Analysis
V. Cost Benefit Analysis
VI. Competition, Efficiency, and Capital Formation
VII. Regulatory Flexibility Act Certification
VIII. Statutory Authority
Text of Rules, Rule Amendments, and Form

I. Background

On June 30, 2009, the Commission issued a release proposing new
rules and rule amendments governing the operation of money market
funds.\2\ Money market funds are open-end management investment
companies that are registered under the Investment Company Act. They
invest in high-quality, short-term debt instruments such as commercial
paper, Treasury bills and repurchase agreements. Money market funds pay
dividends that reflect prevailing short-term interest rates and, unlike
other investment companies, maintain a stable net asset value per share
(or ``NAV''), typically $1.00 per share. Money market funds have over
$3.3 trillion dollars in assets under management, and comprise over 30
percent of the assets of registered investment companies.\3\
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\2\ Money Market Fund Reform, Investment Company Act Release No.
28807 (June 30, 2009) [74 FR 32688 (July 8, 2009)] (``Proposing
Release''). All references to ``proposed'' rules relate to rules as
proposed in the Proposing Release.
\3\ See Investment Company Institute, Trends in Mutual Fund
Investing, Nov. 2009, available at http://www.ici.org/research/stats/trends/trends_11_09.
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All money market funds are subject to rule 2a-7 under the
Investment Company Act. Rule 2a-7, among other things, facilitates
money market funds' ability to maintain a stable net asset value per
share by permitting them to use the amortized cost method of valuation
and the penny-rounding method of pricing.\4\ But for rule 2a-7, the
Investment Company Act and our rules would require a money market fund
to calculate its current net asset value per share by valuing portfolio
securities at their current value (``mark-to-market'').\5\
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\4\ Current rule 2a-7(a)(2) defines the amortized cost method as
the method of calculating an investment company's net asset value
per share (or ``NAV'') whereby portfolio securities are valued at
the fund's acquisition cost as adjusted for amortization of premium
or accretion of discount rather than at their value based on current
market factors. The penny-rounding method of pricing means the
method of computing a fund's price per share for purposes of
distribution, redemption, and repurchase whereby the current net
asset value per share is rounded to the nearest one percent. See
current rule 2a-7(a)(18).
\5\ See section 2(a)(41) of the Act (defining ``value'' of fund
assets); rule 2a-4 (defining ``current net asset value'' for use in
computing the current price of a redeemable security); and rule 22c-
1 (generally requiring open-end funds to sell and redeem their
shares at a price based on the funds' current net asset value as
next computed after receipt of a redemption, purchase, or sale
order).
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Under the amortized cost method, portfolio securities generally are
valued at cost plus any amortization of premium or accumulation of
discount. The basic premise underlying money market funds' use of the
amortized cost method of valuation is that high-quality, short-term
debt securities held until maturity will eventually return to their
amortized cost value, regardless of any current disparity between the
amortized cost value and market value, and would not ordinarily be
expected to fluctuate significantly in value.\6\ Therefore, the rule
permits money market funds to value portfolio securities at their
amortized cost so long as the deviation between the portfolio's
amortized cost

[[Page 10061]]

and current market value remains minimal and results in the computation
of a share price that represents fairly the current net asset value per
share of the fund.\7\
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\6\ See Valuation of Debt Instruments and Computation of Current
Price Per Share by Certain Open-End Investment Companies (Money
Market Funds), Investment Company Act Release No. 13380 (July 11,
1983) [48 FR 32555 (July 18, 1983)] (``1983 Adopting Release'') at
nn.3-7 and accompanying text; Valuation of Debt Instruments and
Computation of Current Price Per Share by Certain Open-End
Investment Companies (Money Market Funds), Investment Company Act
Release No. 12206 (Feb. 1, 1982) [47 FR 5428 (Feb. 5, 1982)] at
nn.3-4 and accompanying text.
\7\ See amended rule 2a-7(c)(1), (c)(8)(ii)(B)-(C) (requiring,
among other things, that the fund's board of directors promptly
consider what action, if any, should be taken if the deviation
between the money market fund's current market value and the fund's
amortized cost price per share exceeds \1/2\ of 1%).
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To reduce the likelihood of a material deviation occurring between
the amortized cost value of a portfolio and its market-based value, the
rule contains several conditions (which we refer to as ``risk-limiting
conditions'') that limit the fund's exposure to certain risks, such as
credit, currency, and interest rate risks.\8\ In addition, the rule
includes certain procedural requirements overseen by the fund's board
of directors. One of the most important is the requirement that the
fund periodically ``shadow price'' the amortized cost net asset value
of the fund's portfolio against the mark-to-market net asset value of
the portfolio.\9\ If there is a difference of more than one-half of one
percent (or $0.005 per share), the fund's board of directors must
consider promptly what action, if any, should be taken, including
whether the fund should discontinue the use of the amortized cost
method of valuation and re-price the securities of the fund below (or
above) $1.00 per share, an event colloquially known as ``breaking the
buck.'' \10\
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\8\ For example, the current rule requires, among other things,
that a money market fund's portfolio securities meet certain credit
quality requirements, such as being rated in the top one or two
rating categories by nationally recognized statistical rating
organizations (``NRSROs''). A fund, moreover, may only invest a
limited portion of its portfolio in securities rated in the second
highest rating category. See current rule 2a-7(c)(3). The current
rule also places limits on the remaining maturity of securities in
the fund's portfolio. A fund generally may not acquire, for example,
any securities with a remaining maturity greater than 397 days, and
the dollar-weighted average maturity of the securities owned by the
fund may not exceed 90 days. See current rule 2a-7(c)(2).
\9\ See current rule 2a-7(c)(7) (requiring that such shadow
pricing be calculated at such intervals as the board of directors
determines appropriate and reasonable in light of current market
conditions).
\10\ See current rule 2a-7(c)(7)(ii)(B). Regardless of the
extent of the deviation, rule 2a-7 imposes on the board of a money
market fund a duty to take appropriate action whenever the board
believes the extent of any deviation may result in material dilution
or other unfair results to investors or current shareholders.
Current rule 2a-7(c)(7)(ii)(C). See 1983 Adopting Release, supra
note 6, at nn.51-52 and accompanying text.
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As discussed in significant detail in the Proposing Release, during
2007-2008 money market funds were exposed to substantial losses, first
as a result of exposure to debt securities issued by structured
investment vehicles (``SIVs''), and then as a result of the default of
debt securities issued by Lehman Brothers Holdings Inc. (``Lehman
Brothers''). All but one of the funds that were exposed to losses from
SIV and Lehman Brothers securities obtained support of some type from
their advisers or other affiliated persons, which absorbed the losses
or provided a guarantee covering a sufficient amount of losses to
prevent the fund from breaking the buck. The Reserve Primary Fund,
which held a $785 million position in Lehman Brothers debt, ultimately
did not have a sponsor with sufficient resources to support it, and on
September 16, 2008 the fund announced that it would re-price its
securities at $0.97 per share.\11\ It subsequently suspended
redemptions as of September 17, 2008.\12\
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\11\ See Proposing Release, supra note 2, at n.44 and
accompanying text. The Reserve Primary Fund distributed the bulk of
its assets, and investors have received more than $0.98 on the
dollar. See Press Release, SEC, Reserve Primary Fund Distributes
Assets to Investors (Jan. 29, 2010) available at http://www.sec.gov/news/press/2010/2010-16.htm.
\12\ In response to a request by The Reserve Fund, the
Commission issued an order permitting the suspension of redemptions
in certain Reserve funds, to permit their orderly liquidation. See
In the Matter of The Reserve Fund, Investment Company Act Release
No. 28386 (Sept. 22, 2008) [73 FR 55572 (Sept. 25, 2008)] (order).
Several other Reserve funds also obtained an order from the
Commission on October 24, 2008 permitting them to suspend
redemptions to allow for their orderly liquidation. See Reserve
Municipal Money-Market Trust, et al., Investment Company Act Release
No. 28466 (Oct. 24, 2008) [73 FR 64993 (Oct. 31, 2008)] (order).
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The cumulative effect of these events, when combined with general
turbulence in the financial markets, led to a run primarily on
institutional taxable prime money market funds, which contributed to
severe dislocations in short-term credit markets and strains on the
businesses and institutions that obtain funding in those markets.\13\
During the week of September 15, 2008, investors withdrew approximately
$300 billion from taxable prime money market funds, or 14 percent of
the assets held in those funds.\14\ In the final two weeks of September
2008, money market funds reduced their holdings of top-rated commercial
paper by $200.3 billion, or 29 percent.\15\
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\13\ See Minutes of the Federal Open Market Committee, Federal
Reserve Board, Oct. 28-29, 2008, at 5, available at http://www.federalreserve.gov/monetarypolicy/files/fomcminutes20081029.pdf
(``FRB Open Market Committee Oct. 28-29 Minutes''). See also Press
Release, Federal Reserve Board, Board Announces Creation of the
Commercial Paper Funding Facility (CPFF) to Help Provide Liquidity
to Term Funding Markets (Oct. 7, 2008), available at http://www.federalreserve.gov/newsevents/press/monetary/20081007c.htm.
\14\ See Investment Company Institute, Report of the Money
Market Working Group, at 62 (Mar. 17, 2009), available at http://www.ici.org/pdf/ppr_09_mmwg.pdf (``ICI Report'') (analyzing data
from iMoneyNet); see also Investment Company Institute, Money Market
Mutual Fund Assets Historical Data, available at http://www.ici.org/pdf/mm_data_2010.pdf (``ICI Mutual Fund Historical Data'').
\15\ See Christopher Condon & Bryan Keogh, Funds' Flight from
Commercial Paper Forced Fed Move, Bloomberg, Oct. 7, 2008, available
at http://www.bloomberg.com/apps/news?pid=newsarchive&sid=a5hvnKFCC_pQ.
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On September 19, 2008, the U.S. Department of the Treasury
(``Treasury Department'') and the Board of Governors of the Federal
Reserve System (``Federal Reserve Board'') announced an unprecedented
intervention in the short-term markets. The Treasury Department
announced its Temporary Guarantee Program for Money Market Funds
(``Guarantee Program''), which temporarily guaranteed certain
investments in money market funds that decided to participate in the
program.\16\ This program has now expired.\17\ The Federal Reserve
Board announced the creation of its Asset-Backed Commercial Paper Money
Market Mutual Fund Liquidity Facility (``AMLF''), through which it
extended credit to U.S. banks and bank holding companies to finance
their purchases of high-quality asset backed commercial paper from
money market funds.\18\ These programs were effective in containing the
run on institutional prime money market funds and providing additional
liquidity to money market funds.\19\
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\16\ See Press Release, Treasury Department, Treasury Announces
Guaranty Program for Money Market Funds (Sept. 19, 2008), available
at http://www.treas.gov/press/releases/hp1147.htm. The Program
insured investments in money market funds, to the extent of their
shareholdings as of September 19, 2008, if the fund chose to
participate in the Program. We adopted, on an interim final basis, a
temporary rule, rule 22e-3T, to facilitate the ability of money
market funds to participate in the Guarantee Program. The rule
permitted a participating fund to suspend redemptions if it broke
the buck and liquidated under the terms of the Program. See
Temporary Exemption for Liquidation of Certain Money Market Funds,
Investment Company Act Release No. 28487 (Nov. 20, 2008) [73 FR
71919 (Nov. 26, 2008)].
\17\ See Press Release, U.S. Department of the Treasury,
Treasury Announces Expiration of Guarantee Program for Money Market
Funds (Sept. 18, 2009), available at http://www.treas.gov/press/releases/tg293.htm. The Program expired on September 19, 2009, and
rule 22e-3T expired on October 18, 2009.
\18\ See Press Release, Federal Reserve Board, Federal Reserve
Board Announces Two Enhancements to its Programs to Provide
Liquidity to Markets (Sept. 19, 2008), available at http://www.federalreserve.gov/newsevents/press/monetary/20080919a.htm. The
AMLF expired on February 1, 2010. See Press Release, Federal Reserve
Board, FOMC Statement (Jan. 27, 2010), available at http://www.federalreserve.gov/newsevents/press/monetary/20100127a.htm.
\19\ During the week ending September 18, 2008, taxable
institutional money market funds experienced net outflows of $165
billion. See Money Fund Assets Fell to $3.4T in Latest Week,
Associated Press, Sept. 18, 2008. Almost $80 billion was withdrawn
from prime money market funds even after the announcement of the
Guarantee Program on September 19, 2008. See Diana B. Henriques, As
Cash Leaves Money Funds, Financial Firms Sign Up for U.S.
Protection, N.Y. Times, Oct. 2, 2008, at C10. By the end of the week
after the announcement, however, net outflows from taxable
institutional money market funds had ceased. See Money Fund Assets
Fell to $3.398T in Latest Week, Associated Press, Sept. 25, 2008.

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[[Page 10062]]

The severity of the problems experienced by money market funds
during 2007 and 2008 prompted us to review our regulation of money
market funds. We sought to better understand how we might revise rule
2a-7 to reduce the susceptibility of money market funds to runs and
reduce the consequences of a run on fund shareholders. Our staff
consulted extensively with staff from other members of the President's
Working Group on Financial Markets. We talked to many market
participants, and reviewed a report from a ``Money Market Fund Working
Group'' assembled by the Investment Company Institute (``ICI Report''),
which recommended a number of changes.\20\
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\20\ ICI Report, supra note 14.
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Our June 2009 proposals were the product of that review and were,
we explained, a first step to addressing regulatory concerns we
identified. They were designed to make money market funds more
resilient and less likely to break a buck as a result of disruptions
such as those that occurred in the fall of 2008. They would give us
better tools to oversee money market funds. If a money market fund did
break a buck, they would facilitate an orderly liquidation in order to
protect fund shareholders and help contain adverse effects on the
capital markets and other money market funds. In addition, throughout
the Proposing Release we requested comment on additional regulatory
changes aimed at further strengthening the stability of money market
funds.
We received approximately 120 comments on the rule, including
approximately 45 comments from investment companies and their
representatives, 22 from debt security issuers, and 30 from
individuals, including investors and academics. The comment letters
reflected a wide variety of views on most of the topics discussed in
the Proposing Release. The investment companies generally supported
those aspects of the proposal that were similar to those recommended in
the ICI Report.\21\ Most of them strongly objected to changes that
would affect the stable net asset value that today is the principal
characteristic of a money market fund.\22\ Most debt security issuers
who wrote to us objected to changes designed to increase the credit
quality of money market fund portfolios by precluding funds from
investing in second tier securities (as defined by the rule).\23\ Many
fund commenters pointed to the historical stability of funds and urged
us to be modest in our changes to rule 2a-7.\24\ Some others, however,
pointed to the near-cataclysmic events of September 2008 in supporting
more substantial changes.\25\
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\21\ See, e.g., Comment Letter of T. Rowe Price Associates, Inc.
(Sept. 8, 2009) (``T. Rowe Price Comment Letter''); Comment Letter
of UBS Global Asset Management (Americas) Inc. (Sept. 8, 2009);
Comment Letter of The Vanguard Group, Inc. (Aug. 19, 2009)
(``Vanguard Comment Letter'').
\22\ See, e.g., Comment Letter of BlackRock Inc. (Sept. 4, 2009)
(``BlackRock Comment Letter''); Comment Letter of the Dreyfus
Corporation (Sept. 8, 2009) (``Dreyfus Comment Letter''); Comment
Letter of Goldman Sachs Asset Management, L.P. (Sept. 8, 2009)
(``Goldman Sachs Comment Letter'').
\23\ See, e.g., Comment Letter of American Electric Power
Company, Inc. (Sept. 8, 2009) (``Am. Elec. P. Comment Letter'');
Comment Letters of the U.S. Chamber of Commerce and Joint Treasurer
Signatories (Sept. 3 & Sept. 24, 2009) (``Chamber/Tier 2 Issuers
Comment Letter''); Comment Letter of Dominion Resources Services,
Inc. (Sept. 8, 2009) (``Dominion Res. Comment Letter'').
\24\ See, e.g., Comment Letter of Fidelity Investments (Aug. 24,
2009) (``Fidelity Comment Letter''); T. Rowe Price Comment Letter;
Comment Letter of USAA Investment Management Company (Sept. 8, 2009)
(``USAA Comment Letter'').
\25\ See, e.g., Comment Letter of Deutsche Investment Management
Americas Inc. (Aug. 31, 2009) (``Deutsche Comment Letter''); Comment
Letter of Jeffrey N. Gordon, Professor of Law, Columbia Law School
(Sept. 9, 2009); Comment Letter of John R. Jay, CFA (Sept. 8, 2009).
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As we stated in the Proposing Release, we recognize that the events
of 2007-2008 raise the question of whether further changes to the
regulatory structure governing money market funds may be warranted.
Accordingly, in the Proposing Release we requested comment on
additional, more fundamental regulatory changes, some of which we
recognized could transform the business and regulatory model on which
money market funds have been operating for more than 30 years.\26\ For
example, we requested comment on whether money market funds should move
to the ``floating net asset value'' used by other open-end investment
companies.\27\ We received over 75 comment letters addressing this
issue. We have continued to explore possible more significant changes
to the regulation of money market funds in light of these comments and
through the staff's work with members of the President's Working Group.
We expect to issue a release addressing these issues and proposing
further reform to money market fund regulation.
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\26\ See Proposing Release, supra note 2, at Section III.
\27\ See id. at Section III.A.
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II. Discussion

Today we are adopting the amendments we proposed last June to the
rules governing money market funds, with several changes made in
response to the comments we received. As described below in more
detail, we believe these amendments will make money market funds more
resilient and less likely to break the buck. They will further limit
the risks money market funds may assume by, among other things,
requiring them to increase the credit quality of fund portfolios and to
reduce the maximum weighted average maturity of their portfolios, and
by requiring for the first time that all money market funds maintain
liquidity buffers that will help them withstand sudden demands for
redemptions. The rule amendments require fund managers to stress test
their portfolios against potential economic shocks such as sudden
increases in interest rates, heavy redemptions, and potential defaults.
They provide investors with more timely, relevant information about
fund portfolios to hold fund managers more accountable for the risks
they take. They will improve our ability to oversee money market funds.
And finally, they provide a means to wind down the operations of a fund
that does break the buck or suffers a run, in an orderly way that is
fair to the fund's investors and reduces the risk of market losses that
could spread to other funds. We believe that these reforms collectively
will better protect money market fund investors in times of financial
market turmoil and lessen the possibility that the money market fund
industry will not be able to withstand stresses similar to those
experienced in 2007-08. Thus, we believe that each of the rules and
rule amendments we are adopting is necessary or appropriate in the
public interest and consistent with the protection of investors and the
policies and purposes of the Investment Company Act.\28\
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\28\ See section 6(c) of the Investment Company Act (under which
rule 22e-3 and amendments to rules 2a-7 and 17a-9 are adopted).
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A. Portfolio Quality

Rule 2a-7 limits a money market fund to investing in securities
that are, at the time of their acquisition, ``eligible securities,''
which means that securities must have been rated in either of the two
highest short-term debt ratings categories from the relevant NRSROs or
are comparable to securities that have

[[Page 10063]]

been so rated in these categories.\29\ Before a fund may invest in an
``eligible security,'' a fund's board of directors (or its delegate)
must also determine that the security presents minimal credit risks,
which must be based on factors pertaining to credit quality in addition
to any rating assigned to a security.\30\
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\29\ Amended rule 2a-7(a)(12) (eligible security).
\30\ Amended rule 2a-7(c)(3)(i) (portfolio quality).
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We are amending rule 2a-7 to reduce the amount of credit risk a
money market fund may assume by limiting the securities in which money
market funds may invest. We are also amending provisions of rule 2a-7
that address how NRSRO ratings are used in the rule.
1. Second Tier Securities
We are amending rule 2a-7 to further limit money market funds'
investments in ``second tier securities.'' \31\ Under the amendments,
we are reducing permissible money market fund investments in second
tier securities by (i) lowering the permitted percentage of a fund's
``total assets'' that may be invested in second tier securities from
five percent to three percent and (ii) lowering the permitted
concentration of its total assets in second tier securities of a single
issuer from the greater of one percent or $1 million to one-half of one
percent.\32\ In addition, money market funds will not be permitted to
acquire any second tier security with a remaining maturity in excess of
45 days.\33\
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\31\ Second tier securities are eligible securities that, if
rated, have received other than the highest short-term term debt
rating from the requisite NRSROs or, if unrated, have been
determined by the fund's board of directors to be of comparable
quality. See amended rule 2a-7(a)(24) (defining ``second tier
security''); amended rule 2a-7(a)(23) (defining ``requisite
NRSROs'').
\32\ See amended rule 2a-7(c)(3)(ii) (portfolio quality--second
tier securities); amended rule 2a-7(c)(4)(i)(C) (portfolio
diversification--second tier securities); amended rule 2a-7(a)(27)
(defining ``total assets'').
\33\ See amended rule 2a-7(c)(3)(ii) (portfolio quality--second
tier securities).
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Last June, we proposed to prohibit money market funds from
acquiring second tier securities, based on our analysis of the risks
that these securities can pose to money market funds. We noted that
second tier securities trade in thinner markets, generally have a
weaker credit quality profile, and exhibited credit spreads that
widened more dramatically than those of first tier securities during
the 2008 financial turmoil.\34\ During times of financial market
stress, we understand that these securities tend to become illiquid and
sell in the secondary market, if at all, only at prices substantially
discounted from their amortized cost value.\35\ This additional risk
created by the credit and liquidity profile of second tier securities
increases the possibility that a fund holding these securities could
break the buck in times of financial market turmoil, with a detrimental
impact on fund investors.
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\34\ See Proposing Release, supra note 2, at Section II.A.1. See
also Thomas K. Hahn, Commercial Paper (Federal Reserve Bank of
Richmond, Economic Quarterly Vol. 79/2, Spring 1993), at Fig. 4
(showing historical spreads between A-1/P-1 commercial paper and A-
2/P-2 commercial paper between 1974 and 1992, including the tendency
of such spreads to spike shortly before and during recessions);
Comment Letter of the Investment Company Institute (Sept. 8, 2009)
(``ICI Comment Letter'') (noting that the market for Tier 2
commercial paper is less deep with fewer issuers than the Tier 1
market).
\35\ See, e.g., Comment Letter of Invesco AIM Advisors, Inc.
(Sept. 4, 2009) (``Invesco Aim Comment Letter'') (noting that it has
historically avoided the second tier market due to, among other
factors, the less overall market liquidity of second tier
securities); ICI Comment Letter. See also Proposing Release, supra
note 2, at Section II.A.1 for a discussion of the wider credit
spreads of second tier securities during the fall of 2008,
indicating the extent to which such securities traded at a
discounted price.
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Commenters were evenly divided between those supporting our
proposed elimination of money market funds' ability to acquire second
tier securities and those against our proposal. In general, most money
market fund sponsors who commented supported elimination,\36\ while
most issuers of second tier securities who commented opposed
elimination.\37\ Those supporting elimination argued that it would be
an effective way to increase the safety of money market funds and would
reduce the likelihood that a fund would break the buck. Some commenters
noted that the money market funds they manage have not acquired second
tier securities historically \38\ because of second tier issuers'
weaker credit profiles, smaller issuer program sizes, and lower market
liquidity.\39\ A few commenters noted that eliminating money market
funds' ability to acquire second tier securities should result in
minimal market disruption because money market funds currently hold
small amounts of such securities.\40\
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\36\ See, e.g., Comment Letter of Bankers Trust Company, N.A.
(Aug. 28, 2009) (``Bankers Trust Comment Letter''); BlackRock
Comment Letter; Comment Letter of Charles Schwab Investment
Management, Inc. (Sept. 4, 2009) (``Charles Schwab Comment
Letter''); Dreyfus Comment Letter; Vanguard Comment Letter. But see
Comment Letter of Federated Investors, Inc. (Sept. 8, 2009)
(``Federated Comment Letter''); Fidelity Comment Letter (opposing
elimination).
\37\ See, e.g., Comment Letter of the American Securitization
Forum (Sept. 8, 2009) (``Am. Securit. Forum Comment Letter'');
Comment Letter of the U.S. Chamber of Commerce, Center for Capital
Markets Competitiveness (Sept. 8, 2009) (``Chamber Comment
Letter''); Dominion Res. Comment Letter; Comment Letter of XTO
Energy Inc. (Sept. 3, 2009) (``XTO Energy Comment Letter'').
\38\ See, e.g., Dreyfus Comment Letter; Invesco Aim Comment
Letter.
\39\ See, e.g., Invesco Aim Comment Letter.
\40\ See, e.g., ICI Comment Letter; Comment Letter of TD Asset
Management (Sept. 8, 2009) (``TDAM Comment Letter'').
---------------------------------------------------------------------------

Commenters that opposed the proposal disagreed that second tier
securities significantly increase risk at money market funds,\41\
argued that a complete ban would not be justified on a cost-benefit
basis,\42\ and stated that a ban would have a material adverse impact
on second tier security issuers.\43\ Some commenters noted that in a
report of default rates through 2006, second tier securities have
default rates substantially similar to those of first tier
securities.\44\ These commenters also noted that rating agencies
require that second tier security issuers establish backup liquidity
lines of credit providing 100 percent coverage for any issuance.\45\
Several commenters agreed

[[Page 10064]]

with our statement in the Proposing Release that second tier securities
were not the direct cause of strains on money market funds during the
2007-2008 period.\46\ A few stated that banning the acquisition of
second tier securities would reduce diversification of money market
fund portfolio holdings and thus increase risk, noting in particular
that a greater percentage of second tier security issuers are not
financial institutions, compared to first tier security issuers.\47\
---------------------------------------------------------------------------

\41\ See, e.g., Comment Letter of the Association for Financial
Professionals (Sept. 8, 2009) (``Assoc. Fin. Professionals Comment
Letter''); Chamber/Tier 2 Issuers Comment Letter; Dominion Res.
Comment Letter.
\42\ See, e.g., Comment Letter of Fund Democracy and the
Consumer Federation of America (Sept. 8, 2009) (``CFA/Fund Democracy
Comment Letter''); Chamber Comment Letter; Dominion Res. Comment
Letter. But see TDAM Comment Letter (stating that the benefits of
eliminating second tier securities will far outweigh any
disadvantages).
\43\ See, e.g., Chamber Comment Letter; Dominion Res. Comment
Letter; Comment Letter of Treasury Strategies, Inc. (Sept. 8, 2009)
(``Treasury Strategies Comment Letter'').
\44\ Chamber Comment Letter; Chamber/Tier 2 Issuers Comment
Letter. These commenters were citing the following study: Moody's
Investors Service, Short-Term Corporate and Structured Finance
Rating Transition Rates, 1972-2006 (June 2007), available at http://www.moodys.com/cust/content/content.ashx?source=staticcontent/free%20pages/regulatory%20affairs/documents/st_corp_and_struc_transition_rates_06_07.pdf (showing, for example, a default rate
for P-1 rated commercial paper over a 365 day time horizon of 0.02%
versus a default rate for P-2 rated commercial paper of 0.10% over
the same time horizon).
\45\ We note, however, that commenters did not discuss
conditions under which those issuers would not be permitted to draw
on those backup liquidity facilities. It is our understanding that
such backup liquidity facilities typically do not provide a full
backstop of liquidity support because they contain conditions
limiting an issuer's ability to draw on the facility if the issuer
has experienced a ``material adverse change,'' which would often
occur if the financial situation of the issuer had declined due to
financial market or other economic turmoil. See also Hahn, supra
note 34 (stating that backup lines of credit generally will not be
useful for a firm whose operating and financial condition has
deteriorated to the point where it is about to default on its short-
term liabilities because credit agreements often contain ``material
adverse change'' clauses that allow banks to cancel credit lines if
the financial condition of the firm changes significantly); Pu Shen,
Why Has the Nonfinancial Commercial Paper Market Shrunk Recently?,
Federal Reserve Bank of Kansas City Economic Review, at 69 (First
Quarter 2003) (stating that commercial paper backup facilities are
only meant to provide emergency assistance for short-term liquidity
difficulties and not to enhance the credit quality of issues);
Standard & Poor's, 2008 Corporate Criteria: Commercial Paper, at 3
(Apr. 15, 2008) (``Given the size of the CP market, backup
facilities could not be relied on with a high degree of confidence
in the event of widespread disruption.'').
\46\ See, e.g., Chamber/Tier 2 Issuers Comment Letter; Federated
Comment Letter; Fidelity Comment Letter.
\47\ See, e.g., Treasury Strategies Comment Letter; USAA Comment
Letter; XTO Energy Comment Letter. We note that while a greater
percentage of second tier security issuers do appear to be non-
financial companies, there are a much greater number of non-
financial first tier issuers and thus it is not clear that money
market funds would not be able to achieve sufficient diversification
in their portfolio holdings even if limited to acquiring first tier
securities. The Chamber/Tier 2 Issuers Comment Letter also states
that prohibiting money market funds from acquiring second tier
securities would ``cut the pool of potential issuers by 43%''
(emphasis added). Any diversification is not driven only by the
number of potential issuers, however. It is also determined by the
amount of money market fund assets that can be actually allocated to
different issuers. For example, while there are over 200 P-2 rated
commercial paper programs, only approximately half of these programs
are active in issuing any commercial paper and only 16 programs have
an average quarterly outstanding issuance in excess of $500 million.
See American Securit. Forum Comment Letter. In addition, during the
market turmoil of 2007 and 2008, second tier securities did not
exhibit less risky or countervailing economic metrics relevant to
money market funds maintaining a stable net asset value compared to
first tier securities. See Proposing Release, supra note 2, at
Section II.A.1, at n.98 and accompanying text and chart. In fact,
AA-rated non-financial commercial paper did exhibit significantly
greater price stability than A2/P2-rated non-financial commercial
paper during the fall of 2008. See Federal Reserve Board, Commercial
Paper Data, available at http://www.federalreserve.gov/DataDownload/Choose.aspx?rel=CP (``Federal Reserve Commercial Paper Data''). See
also V.V. Chari, L. Christiano & P. Kehoe, Facts and Myths about the
Financial Crisis of 2008, Federal Reserve Bank of Minneapolis
Working Paper 666, at Fig. 7B (Oct. 2008).
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Commenters also asserted that prohibiting the acquisition of second
tier securities would have unintended consequences for the capital
markets. They stated that it might discourage investors other than
money market funds from investing in second tier securities, causing a
more substantial reduction in the issuance of second tier
securities.\48\ Some argued that if second tier issuers are not able to
issue sufficient commercial paper, they will be forced to borrow more
from banks, which is a less flexible and more costly alternative that
will increase borrowing costs.\49\ Finally, two commenters stated that
a complete ban on the acquisition of second tier securities by money
market funds might have a negative effect on those issuers of first
tier securities that are viewed as presenting a higher risk of being
downgraded, because money market funds may elect not to invest in those
securities out of concern that the securities might soon become second
tier securities.\50\
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\48\ See, e.g., Chamber Comment Letter; Dominion Res. Comment
Letter; Treasury Strategies Comment Letter. Commenters asserted that
eliminating money market funds' ability to acquire second tier
securities might have a substantially greater adverse impact on
second tier issuers, and thus potentially on capital formation
because other investors in second tier securities or lesser quality
first tier securities might avoid investment in those securities as
a result of our rule amendments. Investor behavior in this regard is
difficult to predict. It is equally likely that investors in second
tier paper would demand higher yields, increasing issuers' financing
costs. As discussed below, however, we are not precluding money
market funds from investing in second tier securities. Accordingly,
we do not need to reach a conclusion on this matter.
\49\ See, e.g., Am. Elec. P. Comment Letter; Chamber/Tier 2
Issuers Comment Letter; Dominion Res. Comment Letter; XTO Energy
Comment Letter. We note that money market funds hold a relatively
low percentage of outstanding second tier commercial paper. See Bank
of America Merrill Lynch, Tier-2 US Commercial Paper Market Update
(Oct. 15, 2009) (attached to the Am. Securit. Forum Comment Letter)
(indicating that over 75% of Tier-2 commercial paper is held by
insurance firms, corporations and banks, and that only 11% is held
by the asset management industry, which would include money market
funds as well as other mutual funds and asset managers).
\50\ Fidelity Comment Letter; USAA Comment Letter. Two other
commenters suggested that the Commission should consider the effect
of banning the acquisition of second tier securities on tax-exempt
money market funds, and in particular single-State funds. See
Dreyfus Comment Letter; Federated Comment Letter. As discussed
further in the cost benefit analysis section of this Release, based
on our review of money market fund portfolios in September 2008,
very few money market funds, including tax-exempt funds, will be
impacted by our amendments relating to second tier securities. The
greatest potential impact on tax-exempt funds will be the 45-day
maturity limitation for acquisition of second tier securities. Given
the prevalence of variable rate demand notes among municipal
securities, however, we believe that tax-exempt funds should be able
to effectively manage the 45-day maturity limit without a
substantial impact. Accordingly, we do not believe that a special
accommodation for tax-exempt money market funds is required with
respect to second tier securities.
---------------------------------------------------------------------------

The focus of our concerns is and must be on the risk to money
market funds and their shareholders from their investments in second
tier securities. While, as commenters noted,\51\ second tier securities
do not appear to be subject to substantially greater default risk than
first tier securities they present greater credit spread risk and trade
in thinner markets,\52\ all of which can lead to greater price
volatility and illiquidity in times of market stress.\53\ While these
characteristics may not pose the same degree of risk to money market
funds as the likelihood that a security could default and become
worthless, they can adversely affect money market funds' ability to
maintain a stable net asset value. This is particularly the case given
money market funds' narrow margin for deviation between the mark-to-
market value of their assets and the amortized cost value of those
assets, and the significant negative impact on money market funds and
their investors if a fund breaks the buck.
---------------------------------------------------------------------------

\51\ See supra note 44 and accompanying text.
\52\ A few commenters argued that the increase in spreads of
Tier 2 commercial paper over Tier 1 commercial paper during the fall
of 2008 was due to the Federal Reserve Board's announcement of its
creation of the Commercial Paper Funding Facility (CPFF) on October
7, 2008, which only supported issuance of 90-day Tier 1 commercial
paper. See Chamber Comment Letter; Chamber/Tier 2 Issuers Comment
Letter; Dominion Res. Comment Letter. We note, however, that spreads
between Tier 1 and Tier 2 commercial paper widened significantly (by
well over 300 basis points) immediately after the bankruptcy of
Lehman Brothers was announced on September 14, 2008--well before the
CPFF was announced on October 7. See Federal Reserve Commercial
Paper Data, supra note 47 (comparing AA and A2/P2 rated 30-day and
60-day nonfinancial commercial paper rates).
\53\ We note that second tier securities are also more likely to
be downgraded than first tier securities. See Moody's Investors
Service, Short-Term Corporate and Structured Finance Rating
Transition Rates, supra note 44, cited in Chamber/Tier 2 Issuers
Comment Letter (showing that for each time period, commercial paper
with a P-2 rating had a greater percentage chance of being
downgraded than commercial paper with a P-1 rating, and that this
gap widened over time--for example, P-2 rated commercial paper had a
1.09% chance of being downgraded over a 60-day period compared to a
0.72% chance of P-1 commercial paper being downgraded (a 0.37%
difference); P-2 rated commercial paper had a 2.07% chance of being
downgraded over a 120-day period compared to a 1.46% chance of P-1
commercial paper being downgraded (a 0.61% difference); and P-2
rated commercial paper had a 4% chance of being downgraded over a
270-day period compared to a 3.18% chance of P-1 commercial paper
being downgraded (a 0.82% difference)).
---------------------------------------------------------------------------

Several commenters asserted that there are high-quality second tier
securities available and that money market funds conducting a thorough
credit risk analysis may conclude that certain second tier securities
provide a higher yield than first tier securities while still
maintaining a risk profile consistent with investment objectives for
money market fund investment.\54\ In these circumstances, investment in
higher yielding second tier securities may benefit fund investors.
These commenters suggested that, given these benefits, it may be more
appropriate for

[[Page 10065]]

us to preserve money market funds' ability to invest in second tier
securities, but to a reduced degree.\55\
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\54\ See, e.g., Fidelity Comment Letter; Comment Letter of
Thrivent Mutual Funds (Sept. 8, 2009) (``Thrivent Comment Letter'').
\55\ See, e.g., Federated Comment Letter (suggesting, as an
alternative to eliminating money market funds' ability to acquire
second tier securities, further limitations including reducing the
percentage of fund assets permitted to be invested in second tier
securities and limiting the final maturity of permissible second
tier securities). See also, e.g., Am. Elec. P. Comment Letter;
Fidelity Comment Letter; USAA Comment Letter (each suggesting, as an
alternative to eliminating money market funds' ability to acquire
second tier securities, limiting the final maturity of permissible
second tier securities to 90 days).
---------------------------------------------------------------------------

In light of these considerations, we believe that it is not
necessary to prohibit money market funds from acquiring second tier
securities. Instead, we believe that a better approach is to further
limit money market funds' exposure to the risks presented by second
tier securities. We expect that this treatment will both satisfy our
policy objectives, as further discussed below, while mitigating some of
the possible negative consequences noted by commenters that could
result from eliminating money market funds' ability to acquire second
tier securities. This approach is reflected in three amendments we are
adopting to rule 2a-7.
First, as suggested by some commenters,\56\ we are reducing the
amount of second tier securities that money market funds can acquire
from five to three percent of their total assets, in order to reduce
money market funds' aggregate exposure to the risks posed by second
tier securities.\57\ We are concerned that a limit of less than three
percent could be equivalent to eliminating money market funds' ability
to acquire second tier securities because we understand that investing
in second tier securities requires an additional amount of credit
analysis.\58\ Accordingly, money market funds may not be willing to
incur the costs of this additional credit analysis if they could only
acquire second tier securities in amounts unlikely to make a meaningful
contribution to fund yields.
---------------------------------------------------------------------------

\56\ See Federated Comment Letter; Comment Letter of the Sargent
Shriver National Center on Poverty Law (Jul. 13, 2009) (``Shriver
Poverty Law Ctr. Comment Letter''). These commenters did not suggest
a particular percentage level to which the permissible aggregate
amount of second tier securities that could be acquired should be
reduced.
\57\ The amendments apply the new limit on second tier
securities holdings to all money market funds, including tax-exempt
funds. See amended rule 2a-7(c)(3). Current rule 2a-7 limits tax-
exempt funds' holdings of second tier securities only with respect
to conduit securities (i.e., securities issued by a municipal issuer
involving an arrangement or agreement entered into with a person
other than the issuer that provides for or secures repayment of the
security). See current rule 2a-7(c)(3)(ii)(B).
\58\ In light of our decision not to prohibit the acquisition of
second tier securities and after review of comments we received, we
are persuaded that the current requirements regarding the rating
standards in rule 2a-7 for certain long-term securities with
remaining maturities of less than 397 days (``stub securities'') are
sufficient. We proposed to permit money market funds to acquire only
those stub securities that had received a long-term rating in the
highest two categories rather than the highest three categories, as
permitted under the current rule. See current rule 2a-7(a)(10(ii)A).
Commenters largely opposed our proposal asserting that standards
associated with long-term ratings referenced in the current rule
generally are correlated with the standards associated with the
highest categories of short-term ratings. See BlackRock Comment
Letter; Charles Schwab Comment Letter; ICI Comment Letter.
---------------------------------------------------------------------------

Second, we are reducing the amount of second tier securities of any
one issuer that a money market fund can acquire from one percent of the
fund's total assets or $1 million (whichever is greater), to one-half
of one percent of the fund's total assets.\59\ We requested comment in
the Proposing Release on whether the issuer diversification limitations
under rule 2a-7 should be further reduced and, if so, to what
level.\60\ Most commenters focused their response on whether there
should be a general increase in the diversification limits under rule
2a-7 for all eligible securities. Many argued against an increase
because it would require funds to invest in securities of lower credit
quality in order to increase the number of issuers of portfolio
securities and satisfy the greater diversification requirement.\61\ One
commenter, however, recommended that funds not be able to acquire more
than one-half of one percent of their assets in second tier securities
of any particular issuer as a method of limiting money market funds'
exposure to the risks of second tier securities.\62\
---------------------------------------------------------------------------

\59\ Amended rule 2a-7(c)(4)(i)(C). The limitation also applies
to tax-exempt funds, which under the current rule are only subject
to the issuer diversification requirement with respect to conduit
securities that are second tier. We also are amending rule 2a-
7(c)(4)(i)(B) to prohibit each ``single State fund'' from acquiring
more than \1/2\ of 1% of its total assets in second tier securities.
We also discussed modification to the guarantor and demand feature
diversification provisions under rule 2a-7 in Section II.D of the
Proposing Release. In addition to the reduction in the ability of
money market funds to acquire second tier securities of any
particular issuer, we are proportionately reducing by half the
ability of a money market fund to acquire ``demand features'' or
``guarantees'' of a single issuer that are second tier securities
from 5% to 2.5% of the money market fund's total assets. See amended
rule 2a-7(c)(4)(iii)(B). We believe that this reduction will provide
appropriate protection to money market funds against exposure to any
particular guarantor or demand feature provider. We do not believe
that we need to reduce this limitation to \1/2\ of 1%, as we are
doing with other individual second tier issuer exposures, because in
these cases a security holder has recourse to both the security
issuer and the issuer of the demand feature or guarantee, and thus
there is a lesser chance that an individual company's default or
distress will adversely impact the security. We received no comments
on this aspect of the Proposing Release.
\60\ See Proposing Release, supra note 2, at Section II.D.
\61\ See, e.g., Charles Schwab Comment Letter; Invesco Aim
Comment Letter.
\62\ See Comment Letter of James J. Angel, Professor of Finance,
Georgetown University (Sept. 8, 2009). Two other commenters also
generally supported greater restrictions on money market funds'
ability to acquire securities of any particular issuer. See Shriver
Poverty Law Ctr. Comment Letter; Comment Letter of C. Stephen
Wesselkamper (Sept. 3, 2009) (``C. Wesselkamper Comment Letter'').
---------------------------------------------------------------------------

We are adopting this commenter's suggestion because we believe the
limitation will enhance the resilience of money market funds. It should
decrease the likelihood that the default of, or significant distress
experienced by, any particular second tier issuer alone will cause a
money market fund to break the buck. While a money market fund can
break the buck due to simultaneous stresses across its portfolio, it
also can break the buck due to a sudden decline in the market-based
price of a particular security in its portfolio, as was the case with
respect to securities of Lehman Brothers during September 2008.\63\ In
addition, unlike in the case of imposing a one-half of one percent
diversification limitation on all issuers held in a money market fund's
portfolio, given the other limitations on holdings of second tier
securities that we are adopting today, a diversification limitation of
one-half of one percent that applies only to second tier securities
should not require money market funds to invest in a substantially
greater number of issuers, and thus should not expose the fund to
investing in securities of lower credit quality.\64\ In sum, we believe
this tightened limitation on exposure to any particular second tier
security issuer will provide additional protection to the stability of
money market funds.
---------------------------------------------------------------------------

\63\ See supra text accompanying note 11.
\64\ Under the current rule, a taxable money market fund could
invest the greater of 1% or $1 million of its assets in second tier
securities of a single issuer. Under the amendments we are adopting
today, a money market fund maximizing its investment ability in
second tier securities and trying to concentrate its holdings in as
few issuers as possible would hold securities of six different
second tier security issuers, rather than five second tier issuers
under the current rule.
---------------------------------------------------------------------------

Third, we are limiting money market funds to acquiring second tier
securities with remaining maturities of 45 days or less.\65\ Several
commenters urged us to adopt this approach to limiting money market
funds' exposure to risk from second tier securities.\66\ The risks of

[[Page 10066]]

second tier securities discussed above can be substantially limited by
restricting the length of time that a money market fund is exposed to
the risks of that particular security. Securities of shorter maturity
will pose less credit spread risk and liquidity risk to the fund
because there is a shorter period of credit exposure and a shorter
period until the security will mature and pay cash. Moreover, second
tier securities with shorter maturities are less likely to be
downgraded.\67\ In recognition of the role that a shorter maturity can
play in reducing second tier securities' risk, the market typically has
demanded that such securities be issued at shorter maturities than
first tier securities.\68\ We believe that limiting the risk arising
out of second tier securities through limiting their permissible
maturity is appropriate and that a 45-day maturity limit will provide
additional protection to investors without causing undue market
disruption.\69\
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\65\ Amended rule 2a-7(c)(3)(ii). We requested comment on this
approach in the Proposing Release. See Proposing Release, supra note
2, at Section II.A.1.
\66\ See, e.g., Am. Elec. P. Comment Letter; Fidelity Comment
Letter; USAA Comment Letter (all suggesting that permissible second
tier security maturities be limited to a 90-day maximum); Thrivent
Comment Letter (suggesting that permissible second tier security
maturities be limited to a 45-day maximum). Given the need for money
market funds to adjust quickly to changes in market risk to avoid
breaking the buck (and given that based on historical experience
second tier securities are unlikely to be issued with a 90-day
maturity limit), we believe that a 45-day maturity limit is more
prudent than a 90-day maturity limit.
\67\ See Moody's Investors Service, Short-Term Corporate and
Structured Finance Rating Transition Rates, supra note 44 (showing
that P-2 rated commercial paper had a 98.79% chance of being rated
P-2 or higher over a 30-day period, but a 96.31% chance of being
rated P-2 or higher over a 90-day period, and a 92.75% chance of
maintaining this rating level over a 180-day period).
\68\ For example, the average maturity of outstanding non-asset
backed second tier commercial paper as of November 20, 2009 was 25.6
days compared to 52.2 days for non-asset backed first tier
commercial paper. See Federal Reserve Board, Average Maturity by
Category for Outstanding Commercial Paper, available at http://www.federalreserve.gov/releases/cp/maturity.htm (last visited Dec.
2009). The Federal Reserve Board also has reported that during each
of 2007, 2008, and 2009, on average over 96% of non-financial A2/P2
commercial paper had a maturity of 40 days or less at issuance. See
Federal Reserve Board, Volume Statistics for Commercial Paper, A2/P2
Nonfinancial, available at http://www.federalreserve.gov/releases/cp/volumestats.htm (last visited Dec. 2009).
\69\ One commenter asserted that because so little of second
tier commercial paper currently is issued with a maturity of greater
than 45 days, imposing a maturity limitation of 45 days on second
tier securities eligible for money market fund investment would have
little effect on a fund's overall exposure to credit risk. See ICI
Comment Letter. We disagree. It is true that in recent years, second
tier commercial paper has been issued largely at maturities of less
than 45 days. See supra note 68. This fact may mean that there will
be less cost impact from our amendments limiting money market funds
to acquiring second tier securities with maturities of 45 days or
less. It does not mean, however, that this historical maturity
distribution will hold true in the future, and that money market
funds will not seek in the future to invest in longer term second
tier securities to achieve a higher yield, which would expose money
market funds to the higher risks associated with longer term second
tier securities.
---------------------------------------------------------------------------

We believe that the above combination of limitations on money
market funds' ability to acquire second tier securities will achieve an
appropriate balance between reducing the risk that money market funds
will not be able to maintain a stable price per share and allowing fund
investors to benefit from the higher returns that limited exposure to
second tier securities can provide.
2. Eligible Securities
We are amending rule 2a-7 to require that the board of directors of
each money market fund (i) designate four or more NRSROs, any one or
more of whose short-term credit ratings the fund would look to under
the rule in determining whether a security is an eligible security, and
(ii) determine at least once each calendar year that the designated
NRSROs issue credit ratings that are sufficiently reliable for that
use.\70\ In addition, funds must identify the designated NRSROs in the
fund's statement of additional information (``SAI'').\71\ Under the
amendments, funds may, but are not required to, consider (or monitor)
the ratings of other NRSROs under other provisions of the rule.\72\
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\70\ Amended rule 2a-7(a)(11)(i). As under the definition of
``NRSRO'' in current rule 2a-7, a designated NRSRO may not be an
affiliated person of the issuer of, or any insurer or provider of
credit support for, the security. Amended rule 2a-7(a)(11)(ii). The
definition of ``designated NRSRO'' incorporates the definition of
NRSRO in section 3(a)(62) of the Securities Exchange Act of 1934
(``Exchange Act'') [15 U.S.C. 78c(a)(62)]. Amended rule 2a-7(a)(11).
\71\ Amended rule 2a-7(a)(11)(iii) (requiring the fund to
disclose in its SAI its designated NRSROs and any limitations with
respect to the fund's use of such designation). See Part B of Form
N-1A. In addition, funds must identify designated NRSROs in Form N-
MFP with respect to each of the fund's portfolio securities. See
infra Section II.E.2.
\72\ See infra notes 116-118, 121 and accompanying text.
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As we have stated on several occasions, we are concerned with the
authority that references to NRSRO ratings in our rules have given
certain rating agencies, and whether such references have inadvertently
placed an ``official seal of approval'' on ratings that could adversely
affect the quality of due diligence and investment analysis.\73\ The
debt crisis of 2007-2008 also has given us concern about the
reliability of these ratings.\74\ Accordingly, we asked in the
Proposing Release and in 2008 in a separate release whether we should
eliminate or alter our use of ratings by NRSROs in rule 2a-7.\75\
---------------------------------------------------------------------------

\73\ See, e.g., References to Ratings of Nationally Recognized
Statistical Rating Organizations, Investment Company Act Release No.
28327 (July 1, 2008) [73 FR 40124 (July 11, 2008)] (``NRSRO
References Proposing Release''); References to Ratings of Nationally
Recognized Statistical Rating Organizations, Investment Company Act
Release No. 28939 (Oct. 5, 2009) [74 FR 52358 (Oct. 9, 2009)]
(``NRSRO References Adopting Release'').
\74\ See NRSRO References Proposing Release, supra note 73, at
text following n.6.
\75\ See Proposing Release, supra note 2, at text following
n.110; NRSRO References Proposing Release, supra note 73, at Section
III.A.
---------------------------------------------------------------------------

The Proposing Release requested comment on alternative approaches.
One approach would have eliminated any references to ratings in rule
2a-7, the effect of which would be to eliminate the floor established
by the ``eligible security'' requirement and rely entirely on fund
boards (and their delegates) to determine whether investment in a
security involved minimal credit risks. An alternative approach would
have maintained references to credit ratings in the rule, but shifted
responsibility to fund boards to determine at least annually which
NRSROs were sufficiently reliable for the fund to use to determine
whether a security is an eligible security that could be considered for
investment. Among other things, we requested comment on the minimum
number of credit rating agencies we should require that a board
designate for this purpose.
Each time we have solicited comments, a substantial majority of
commenters has strongly supported retaining the references to NRSRO
ratings in the rule.\76\ Among other reasons, commenters argued that
using credit ratings as a floor for credit quality limits money market
fund advisers from taking greater risks that could weaken the rule's
risk limiting conditions and thus the protection of investors.\77\ Many
urged us instead to address the ``root causes'' of ratings failures
rather than remove the safety net provided by the

[[Page 10067]]

credit ratings requirements of the rule.\78\ Some disputed suggestions
that inclusion of ratings in rule 2a-7 encourages fund managers to
over-rely on the ratings, pointing to provisions in the rule that
specifically require independent analysis by fund managers.\79\ One
commenter argued that NRSRO ratings provide ``an additional,
independent check on the investment manager's judgment.'' \80\ By
acting as a floor, the commenter argued, these ratings keep all money
market funds operating at or above the same level,\81\ and they
restrain any particular money market fund from taking (and exposing
investors to) greater risks than other competing money market funds in
order to gain a competitive advantage in a highly yield-sensitive
market.\82\
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\76\ See, e.g., Comment Letter of Calvert Group, Ltd. (Sept. 8,
2009) (``Calvert Comment Letter''); Federated Comment Letter; ICI
Comment Letter. See also Comment Letter of the American Bar
Association (Committee on Federal Regulation of Securities and
Committee on Securitization and Structured Finance) (Sept. 12, 2008)
(available in File No. S7-19-08); Comment Letter of the
Institutional Money Market Funds Association (Sept. 5, 2008)
(available in File No. S7-19-08); Comment Letter of the Securities
Industry and Financial Markets Association (Dec. 8, 2009) (available
in File No. S7-19-08). Comment letters submitted in File No. S7-19-
08 are available on the Commission's Web site at: http://www.sec.gov/comments/s7-19-08/s71908.shtml.
\77\ See, e.g., Dreyfus Comment Letter; ICI Comment Letter;
Comment Letter of J.P. Morgan Asset Management (Sept. 8, 2009)
(``J.P. Morgan Asset Mgt. Comment Letter''). See also Proposing
Release, supra note 2, at nn.108-110 and accompanying text.
\78\ See, e.g., Comment Letter of the Northern Funds and
Northern Institutional Funds--Independent Trustees (Sept. 8, 2009)
(``Northern Funds Indep. Trustees Comment Letter''); Comment Letter
of the Tamarack Funds Trust (Sept. 8, 2009) (``Tamarack Funds
Comment Letter''). See also Comment Letter of Charles Schwab & Co.,
Inc. (Sept. 5, 2008) (available in File No. S7-19-08); Comment
Letter of Dechert LLP (Sept. 5, 2008) (available in File No. S7-19-
08); Comment Letter of Realpoint (Aug. 14, 2008) (available in File
No. S7-19-08). We have recently adopted rule amendments designed to
improve our regulation and oversight of NRSROs, which help address
the integrity of their rating procedures and methodologies. See
Amendments to Rules for Nationally Recognized Statistical Rating
Organizations, Exchange Act Release No. 61050 (Nov. 23, 2009) [74 FR
63832 (Dec. 4, 2009)]; Amendments to Rules for Nationally Recognized
Statistical Rating Organizations, Exchange Act Release No. 59342
(Feb. 2, 2009) [74 FR 6456 (Feb. 9, 2009)]; Oversight of Credit
Rating Agencies Registered as Nationally Recognized Statistical
Rating Organizations, Exchange Act Release No. 55857 (June 5, 2007)
[72 FR 33564 (June 18, 2007)].
\79\ See ICI Comment Letter; TDAM Comment Letter.
\80\ See ICI Comment Letter.
\81\ See, e.g., Comment Letter of State Street Global Advisors
(Sept. 8, 2009) (``State Street Comment Letter''); Vanguard Comment
Letter.
\82\ See ICI Comment Letter. See also J.P. Morgan Asset Mgt.
Comment Letter; Comment Letter of Stradley Ronon Stevens & Young,
LLP (Sept. 8, 2009) (``Stradley Ronon Comment Letter'').
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Only a few commenters have supported removing references to NRSRO
ratings.\83\ These commenters principally asserted that removing credit
ratings references would prevent fund boards and advisers from
overreliance on NRSRO ratings and encourage advisers to make
independent decisions about whether a security presents a credit
risk.\84\ Other commenters, however, countered that eliminating NRSRO
ratings from the rule would do nothing to prevent a fund manager from
being highly dependent upon NRSRO ratings in making its minimal credit
risk determination.\85\
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\83\ See Comment Letter of James B. Burnham, Business School
Professor, Duquesne University (Aug. 27, 2009) (``J. Burnham Comment
Letter''); Comment Letter of Moody's Investors Service (Sept. 8,
2009) (``Moody's Comment Letter''); Comment Letter of James L.
Nesfield (Jul. 4, 2009) (``J. Nesfield Comment Letter''); Comment
Letter of the Shadow Financial Regulatory Committee (Sept. 14, 2009)
(``Shadow FRC Comment Letter''); Comment Letter of John M. Winters,
CFA (Jul. 23, 2009). See also Comment Letter of Professor Lawrence
J. White (Sept. 5, 2008) (available in File No. S7-19-08); Comment
Letter of Professor Frank Partnoy (Sept. 5, 2008) (available in File
No. S7-19-08); Comment Letter of the Government Finance Officers
Association (Sept. 5, 2008) (available in File No. S7-19-08);
Comment Letter of the Financial Economists Roundtable (Dec. 1, 2008)
(available in File No. S7-19-08).
\84\ See J. Burnham Comment Letter; Moody's Comment Letter; J.
Nesfield Comment Letter; Shadow FRC Comment Letter. One commenter
asserted that transparency of portfolio holdings was a better
approach than using references to NRSRO ratings. J. Nesfield Comment
Letter. We note that we are amending rule 2a-7 to require money
market funds to disclose information about their portfolio holdings
each month on their Web sites. See infra Section II.E.1.
\85\ Stradley Ronon Comment Letter (removing the references
would not prevent advisers from relying too heavily on NRSRO ratings
under their own internal credit risk analysis).
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Commenters did, however, largely support the approach of allowing
funds to designate a minimum number of NRSROs that the fund would look
to under rule 2a-7 in determining whether a security is an eligible
security. They asserted that NRSRO designation would encourage
competition among NRSROs to achieve designation and reduce the cost of
subscribing to all NRSROs' ratings.\86\ They also noted that this
approach would permit funds to focus better on standards, methods, and
current ratings levels developed by designated NRSROs.\87\ Several
commenters expressed concern, however, that requiring designation of
only three NRSROs would result in funds designating the three largest
NRSROs, which could further entrench their market dominance.\88\ Other
commenters stated that designating NRSROs could disadvantage small
NRSROs with well-developed capabilities regarding certain investments
and suggested that the fund should have flexibility to rely on the
particular NRSROs it determines have the best expertise to evaluate a
particular security.\89\ Some commenters, while supporting designation
of NRSROs, asserted that fund boards are unprepared to make such
determinations and urged that fund advisers be given the
responsibility.\90\
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\86\ See, e.g., Federated Comment Letter; Fidelity Comment
Letter; ICI Comment Letter.
\87\ See Am. Securit. Forum Comment Letter.
\88\ See, e.g., Comment Letter of DBRS Limited (Sept. 8, 2009)
(``DBRS Comment Letter''); Comment Letter of Wells Fargo Funds
Management, LLC (Sept. 8, 2009) (``Wells Fargo Comment Letter'').
Three of the 10 NRSROs registered with the Commission issued
approximately 97% of all outstanding ratings across all categories
reported to the Commission for 2008. See SEC, Annual Report on
Nationally Recognized Statistical Rating Organizations (Sept. 2008)
at 10.
\89\ See Tamarack Funds Comment Letter; TDAM Comment Letter.
\90\ See Comment Letter of the American Bar Association
(Committee on Federal Regulation of Securities) (Sept. 9, 2009)
(``ABA Comment Letter''); Comment Letter of the Mutual Fund
Directors Forum (Sept. 8, 2009) (``MFDF Comment Letter''); Comment
Letter of Northern Funds and Northern Institutional Funds (Sept. 8,
2009) (``Northern Funds Comment Letter'').
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The Commission is committed to reevaluating the use of NRSRO
ratings in our rules. Recently we eliminated references to NRSRO
ratings in several rules where we concluded that they were no longer
warranted as serving their intended purposes and where the elimination
was consistent with the protection of investors.\91\ Today, as
discussed in more detail below, we are eliminating the only provision
in rule 2a-7 that limits money market funds to investing in a type of
security only if it is rated.\92\ We continue to work to further the
goals of the Credit Rating Agency Reform Act in order to improve the
quality and reliability of securities ratings.\93\
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\91\ See NRSRO References Adopting Release, supra note 73.
\92\ Compare amended rule 2a-7(a)(12) with current rule 2a-
7(a)(10)(i)(B).
\93\ See, e.g., Proposed Rules for Nationally Recognized
Statistical Rating Organizations, Exchange Act Release No. 61051
(Nov. 23, 2009) [74 FR 63866 (Dec. 4, 2009)] (proposing rule
amendments and a new rule requiring each NRSRO to: (1) Furnish an
annual report describing the steps taken by the firm's designated
compliance officer during the fiscal year with respect to certain
compliance matters; (2) disclose additional information about
sources of revenues on Form NRSRO; and (3) make publicly available
information about revenues of the NRSRO attributable to persons
paying the NRSRO for the issuance or maintenance of a credit
rating).
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We have found no evidence that suggests that over-reliance on NRSRO
ratings contributed to the problems that money market funds faced
during the debt crisis. Our staff closely examined, for example, why
some money market funds held securities issued by certain SIVs that
became distressed in 2007. The staff exams appear to indicate that the
minimal creditworthiness evaluations of SIVs made by advisers to funds
that held those SIVs differed from the evaluations made by advisers to
funds that did not invest in those SIVs in the emphasis the advisers
gave to particular elements of the analysis.\94\ Had fund managers
relied too heavily on credit rating agencies, we would have expected to
see far more funds

[[Page 10068]]

holding Lehman Brothers commercial paper when it defaulted than we
did.\95\
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\94\ See Proposing Release, supra note 2, at note 135.
\95\ See Fitch: Market Challenges Offer `Lessons' for Rated
Money Market Funds, Business Wire (Oct. 1, 2008) (``Most funds were
able to eliminate or minimize their exposure to securities issued by
SIVs and Lehman Brothers by limiting their absolute exposures and/or
taking measures to scale back their risk as the credit picture
deteriorated.''). See Bloomberg Terminal Database, LEH (Equity) CRPR
(historical short-term credit ratings for credit rating agencies,
including Moody's and Fitch, indicate that these agencies did not
downgrade their ratings of Lehman Brothers debt before the company
filed for bankruptcy); Bob Ivry, Mark Pittman & Christine Harper,
Sleep-At-Night-Money Lost in Lehman Lesson Missing $63 Billion,
Bloomberg (Sept. 8, 2009), available at http://www.bloomberg.com/apps/news?pid=email_en&sid=aLhi.S5xkemY (historical short-term
credit ratings for Moody's and Fitch indicate that these credit
rating agencies did not downgrade their ratings of Lehman Brothers
debt before the company filed for bankruptcy); David Segal, The
Silence of the Oracle, New York Times (Mar. 18, 2009) (noting
Moody's rated Lehman Brothers' debt A2 before the firm's
bankruptcy).
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The current provisions of rule 2a-7 were designed to prevent excess
reliance on credit rating agencies.\96\ Under rule 2a-7, adequate
ratings alone do not provide a basis for eligibility. As we have noted
before, a determination that a security is an eligible security is a
necessary but not sufficient finding in order for a fund to acquire the
security.\97\ The rule also requires fund boards (which typically rely
on the fund's adviser) to determine that the security presents minimal
credit risks, and specifically requires that determination ``be based
on factors pertaining to credit quality in addition to any ratings
assigned to such securities by an NRSRO.'' \98\ Thus, credit ratings
provide an important but not exclusive input into the investment
decision-making process, \99\ and the unreliability or low quality of
ratings issued by one or more NRSROs can (and should) be addressed by
an investment adviser providing a thorough analysis of the security to
determine if it involves minimal credit risks. The use of these ratings
provides an independent perspective on the creditworthiness of short-
term securities that we have considered, in part, when determining
whether to exercise our exemptive authority to permit money market
funds to use the amortized cost method of valuation.\100\
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\96\ See Revisions to Rules Regulating Money Market Funds,
Investment Company Act Release No. 18005 (Feb. 20, 1991) [56 FR 8113
(Feb. 27, 1991)] (``1991 Adopting Release'') at Section II.A.
\97\ See, e.g., id. at text accompanying n.18.
\98\ Current rule 2a-7(c)(3)(i).
\99\ See 1991 Adopting Release, supra note 96, at Section II.A.
\100\ See 1983 Adopting Release, supra note 6, at paragraphs
following n.31.
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This is not to say, however, that we are content with the current
approach of rule 2a-7. Any one of the growing number of NRSROs,
regardless of its expertise in rating short-term securities of the type
held by money market funds, could have deemed a security unfit for a
money market fund to acquire or, conversely, deemed a security to be
eligible for investment by a money market fund. To address this
concern, we are adopting amendments to rule 2a-7 that shift
responsibility to money market fund boards for deciding which NRSROs
they will use in determining whether a security is an eligible security
for purposes of the rule.
The amendments are designed, among other things, to foster greater
competition among NRSROs to produce the most reliable ratings in order
to obtain designation by money market fund boards. Accordingly, we
believe this approach will improve the utility of the rule's use of
NRSRO ratings as threshold investment criteria, and is consistent with
the goals of Congress in passing the Credit Rating Agency Reform
Act.\101\
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\101\ See Senate Committee on Banking, Housing, and Urban
Affairs, Credit Rating Agency Reform Act of 2006, S. Rep. 109-326,
at 1 (2006) (``Senate Report No. 109-326'') (``The purpose of the
`Credit Rating Agency Reform Act' * * * is to improve ratings
quality for the protection of investors and in the public interest
by fostering accountability, transparency, and competition in the
credit rating industry.''). In 2007, pursuant to the Credit Rating
Agency Reform Act, we adopted rules to implement a program for
registration and Commission oversight of NRSROs (``NRSRO Rules'').
Oversight of Credit Rating Agencies Registered as Nationally
Recognized Statistical Rating Organizations, Exchange Act Release
No. 55857 (June 5, 2007) [72 FR 33564 (June 18, 2007)] (``NRSRO
Rules Adopting Release''). Our rule amendments regarding NRSROs have
been designed, among other things, to foster greater competition
among NRSROs and to encourage more of them to enter the market. See,
e.g., Amendments to Rules for Nationally Recognized Statistical
Rating Organizations, Exchange Act Release No. 61050 (Nov. 23, 2009)
[74 FR 63832 (Dec. 4, 2009)], at nn.1-3 and accompanying text
(citing Senate Report No. 109-326, at 1).
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a. Number of Designated NRSROs
Under amended rule 2a-7, each money market fund must designate in
its registration statement \102\ at least four NRSROs that the fund
will use to determine, among other things, whether a security is an
eligible security.\103\ Several commenters expressed concern that
permitting funds to designate only three NRSROs (which was recommended
by the ICI Report) would simply embrace the current market for ratings,
which is dominated by three rating agencies.\104\ We share these
commenters' concerns and thus are requiring funds to designate at least
four NRSROs, an approach recommended by commenters as a way to foster
competition among NRSROs to develop a specialized service of providing
short-term ratings to money market funds and improve independent credit
ratings for purposes of the rule.\105\ We also believe that the
designation of at least four NRSROs will allow funds to designate
smaller NRSROs that specialize in rating particular investments.
---------------------------------------------------------------------------

\102\ The fund must disclose the designated NRSROs, including
any limitations with respect to the fund's use of such designation,
in the fund's SAI. Amended rule 2a-7(a)(11)(iii). In response to our
request for comment on whether to require disclosure of designated
NRSROs in money market funds' SAI, see Proposing Release, supra note
2, at text accompanying n.115, several commenters suggested we
require disclosure of designated NRSROs in the fund's registration
statement. See, e.g., Fidelity Comment Letter (recommending
disclosure in the fund's SAI); Invesco Aim Comment Letter (same);
ICI Comment Letter (recommending disclosure in the fund's prospectus
or Web site). In contrast, one commenter objected to disclosure of
designated NRSROs in the fund's registration statement on the
grounds that investors do not consider this information to be
material and stickering the fund's prospectus for each change in
designation would be too costly. See Federated Comment Letter. We
believe that the identity of each designated NRSRO is not essential
information for investors, but that some investors may find it
useful, and therefore are requiring it in the SAI. See generally
Form N-1A at General Instruction C.2(b) (noting that the purpose of
the SAI is to provide additional information about a fund that is
not necessary to be in the prospectus but that some investors may
find useful).
\103\ Amended rule 2a-7(a)(11). A fund may designate only credit
rating agencies that are registered as NRSROs with the Commission
under the Exchange Act and the rules adopted under those provisions.
See section 15E of the Exchange Act [15 U.S.C. 78o-7]; 17 CFR
240.17g-1. In response to our request for comment, one commenter
recommended permitting designation of unregistered credit rating
agencies on the grounds that this could promote competition. See
Moody's Comment Letter. Two commenters opposed designation of an
unregistered credit rating agency, and one of these commenters
argued that the potential for introducing under-researched data into
the marketplace could disrupt the orderly functioning of markets.
See DBRS Comment Letter; Invesco Aim Comment Letter. In light of the
enhanced disclosure obligations and ongoing rulemaking initiatives
designed to improve the quality and reliability of ratings issued by
registered NRSROs, we are maintaining the requirement that only
credit rating agencies registered as NRSROs with the Commission may
be designated under the rule. See, e.g., supra note 93.
\104\ See, e.g., DBRS Comment Letter; Wells Fargo Comment
Letter; C. Wesselkamper Comment Letter.
\105\ See DBRS Comment Letter; Fidelity Comment Letter. In
response to our request for comment on the appropriate number of
NRSROs a board should designate, another commenter requested we
require funds to designate at least five NRSROs as a way to
encourage new entrants to the market. See Federated Comment Letter.
See also Proposing Release, supra note 2, at text following n.113
and at n.117 and accompanying text (requesting comment).
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Under the amendments, a fund could designate an NRSRO with respect
to short-term credit ratings for only certain types of issuers or
securities.\106\ This

[[Page 10069]]

would allow a fund, for example, to designate an NRSRO that specializes
in securities issued by insurance companies or banks.\107\ This
approach, which was supported by several of the commenters,\108\ may
further encourage new entrants among NRSROs that fund managers might
not otherwise consider designating due to lack of confidence in ratings
outside the NRSROs' areas of expertise.
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\106\ Amended rule 2a-7(a)(11)(i)(A) (providing that a money
market fund's board of directors may designate an NRSRO whose short-
term credit ratings with respect to any obligor or security or
particular obligors or securities will be used by the fund to
determine whether a security is an eligible security).
\107\ A fund that has designated an NRSRO to use in determining
the eligibility of insurance company-issued securities need not
review or monitor any class of ratings that the NRSRO issued with
respect to other securities or their issuers in which the fund may
invest. A fund adviser (under delegated authority) would be free
(but not required) to consider these ratings in determining whether
the non-insurance company-issued security (or its issuer) presents
minimal credit risks. Amended rule 2a-7(c)(3)(i).
\108\ See DBRS Comment Letter; Moody's Comment Letter; Wells
Fargo Comment Letter.
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b. Board Designation and Annual Determination
The amendments require each money market fund's board of directors
to designate the NRSROs on which the fund will rely for purposes of the
rule. In addition, the board must determine at least once each calendar
year that each designated NRSRO issues credit ratings that are
sufficiently reliable for such use.\109\ Before designating an NRSRO
and before making its annual determination, a board should have the
benefit of the adviser's evaluation regarding the quality of the
NRSRO's short-term ratings.\110\ We would anticipate that the board's
designations and annual determinations would be based on
recommendations of the fund adviser and its credit analysts, who would
have evaluated each NRSRO based on their experiences in addition to any
information provided by the NRSRO. We would expect the adviser's annual
evaluation to be based, among other things, on an examination of the
methodology an NRSRO uses to rate securities, including the risks they
measure, and the NRSRO's record with respect to the types of securities
in which the fund invests, including asset backed securities.\111\ The
reliability of a newly registered NRSRO could be evaluated based upon
the quality and relevant experience of the personnel conducting the
rating. Even with the recommendations of the fund adviser, we recognize
that ultimately, a board's determination whether an NRSRO's ratings are
``sufficiently reliable'' for use in determining whether a security is
an eligible security will be a matter of judgment.
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\109\ Amended rule 2a-7(a)(11)(i). We are requiring funds to
perform the annual determination once each calendar year to simplify
compliance so that a fund is not in violation of the rule if the
board's determination occurs soon after the year anniversary of the
previous determination.
\110\ Fund boards may, however, also find an NRSRO's record with
respect to long-term securities to be helpful in evaluating the
overall quality of the organization.
\111\ See Moody's Comment Letter (advocating that any board
designation be ``based on the board's assessment of ratings'
attributes, such as quality, comparability and historical
performance.''). We have recently adopted rule amendments relating
to NRSROs that should help fund advisers and their credit analysts
in performing their evaluations. Our amendments require NRSROs,
among other things, to disclose information about their ratings
methodology, experience and performance. For example, NRSROs must
disclose in their applications their ratings experience, performance
in assessing the creditworthiness of securities and obligors,
procedures and methodologies used in determining credit ratings, the
types of conflicts NRSROs face and how they manage those conflicts,
and the qualifications of the NRSRO's credit analysts. See Items 6,
7 and Exhibits 1, 2, 6, 7, 8 of Form NRSRO. In addition, NRSROs
currently are required to disclose on a public Web site a random
sample of 10% of the ratings histories of issuer paid ratings in
each class of credit ratings for which the NRSRO is registered and
has issued 500 or more issuer paid credit ratings. Rule 17g-2(a)(8)
and (d) [17 CFR 240.17g-2(a)(8) and (d)]. In June of this year,
these public disclosures will have to include ratings action
histories for all credit ratings initially determined on or after
June 26, 2007. See Amendments to Rules for Nationally Recognized
Statistical Ratings Organizations, Exchange Act Release No. 61050
(Nov. 23, 2009) [74 FR 63832 (Dec. 4, 2009)] at text following n.19
and compliance date.
---------------------------------------------------------------------------

Many commenters expressed concern that a money market fund's board
of directors does not have the necessary expertise to designate NRSROs,
and urged that we delegate the authority to fund advisers to make the
designation.\112\ A number of these commenters seem to assume that we
would require fund boards to engage in the type of analysis that we
expect the adviser will provide the board for its consideration. We
believe that it will be useful for boards to consider the designation
of NRSROs, a role not unlike the role that many boards play in
approving other matters of substantial significance to the operation of
the fund.\113\ Board designation and determination (at least once a
calendar year) will serve as a check on fund managers that may have
conflicts of interest in selecting an NRSRO from which the manager
seeks a rating for the fund (in order to facilitate marketing the
fund),\114\ or an NRSRO that may accommodate the fund's investment in
higher yielding, riskier securities.\115\
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\112\ See, e.g., ABA Comment Letter; MFDF Comment Letter;
Northern Funds Comment Letter. These commenters responded to our
discussion of this approach in the Proposing Release. See Proposing
Release, supra note 2, at text following n. 118.
\113\ See, e.g., amended rule 2a-7(c)(8) (requiring the fund's
board of directors to establish procedures to stabilize the fund's
NAV, including procedures providing for, among other things, the
board's periodic review of the fund's shadow price, the methods used
for calculating shadow price, and what action, if any, the board
should initiate if the fund's shadow price exceeds amortized cost by
more than \1/2\ of 1%).
\114\ See Wells Fargo Comment Letter.
\115\ See Moody's Comment Letter (noting that the more narrowly
defined the categories of ratings for which a designation can be
obtained, the ``easier it could be for mutual funds to game the
system, e.g., by dropping an NRSRO from its list of designated
NRSROs for a particular class of ratings because the NRSRO has
introduced a more conservative ratings methodology.'').
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c. Operation of the Rule
Once a board has designated the NRSROs, the fund could look to the
designated NRSROs whenever it has to consider credit ratings under rule
2a-7 unless and until the board changes the designation.\116\ A fund
must look to only the designated NRSROs to determine whether the
security is an eligible security, a rated security,\117\ and whether it
is a first tier or a second tier

[[Page 10070]]

security.\118\ Under the amendments, a security is an unrated security
if neither the security nor its issuer has received a short-term rating
from any of the designated NRSROs.\119\ Accordingly, before investing
in the security, the fund adviser must make a determination that the
security is of comparable quality to a rated security.\120\ After a
money market fund acquires a security, the fund manager must monitor
only the ratings of designated NRSROs to determine whether a change in
those ratings requires the board to reassess promptly whether the
security continues to present minimal credit risks or to dispose of a
portfolio security that is no longer an eligible security.\121\
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\116\ We have changed the term from ``NRSRO'' to ``designated
NRSRO'' throughout the rule each time it is used. As a consequence,
changes in the fund's designated NRSROs may affect the ability of
the fund to purchase a new security or roll over a current holding,
and may require the fund to reassess promptly whether the security
continues to present minimal creditworthiness and dispose of a
current holding. This is because a new designation of an NRSRO (or a
removal of a designated NRSRO) is now treated under the rule as the
equivalent of a credit event requiring the fund board or adviser to
consider the rating of the newly designated NRSRO (or preclude the
consideration of a formerly designated NRSRO). For example, if a
fund acquires an unrated security (i.e., a security (or its issuer)
that does not have a short-term rating from a designated NRSRO) that
the fund considered to be equivalent to a first tier security and
the fund thereafter designates a new NRSRO that has rated the
security as a second tier security, the fund must then treat the
security as a second tier security. The fund would not be required
to dispose of the security (although it would be required to perform
a credit assessment, which might prompt it to dispose of the
security) even if the position in the security exceeds the fund's
limits on second tier securities, because compliance with the limits
on second tier securities is determined immediately after the fund
acquires the security. See amended rule 2a-7(c)(3)(ii); 2a-
7(c)(4)(i)(C). The fund could only roll over the position to the
extent that immediately after the rollover the fund would meet the
rule's limits on second tier securities. See amended rule 2a-7(a)(1)
(defining ``acquisition'' to include a rollover of a position in
security).
\117\ Amended rule 2a-7(a)(23) (defining the term ``requisite
NRSROs''). For purposes of determining whether a rated security is
an eligible security and a first tier security, rule 2a-7 requires
the fund to determine whether the security (or its issuer) has
received a short-term rating from the requisite NRSROs. Amended rule
2a-7(a)(12)(i). Under the amended rule, the requisite NRSROs must be
drawn from the designated NRSROs. Amended rule 2a-7(a)(23). Thus,
for example, a security that is rated as a first tier security by
two NRSROs, only one of which is a designated NRSRO, and as a second
tier security by another designated NRSRO, is a split-rated security
and thus a second tier security. Id.
\118\ Amended rule 2a-7(a)(12) (defining ``eligible security'');
amended rule 2a-7(a)(14) (defining ``first tier security''); and
amended rule 2a-7(a)(24) (defining ``second tier security'').
\119\ Amended rule 2a-7(a)(30) (defining ``unrated security'' by
reference to amended rule 2a-7(a)(21), which defines a ``rated
security'' as, among other things, a security that has received or
been issued by an issuer that has received a short-term rating by a
designated NRSRO).
\120\ Amended rule 2a-7(a)(12) (defining ``eligible security'').
\121\ Amended rule 2a-7(c)(7)(i)(A) (requiring a fund's board of
directors to reassess promptly whether the security continues to
present minimal credit risks and cause the fund to take action if:
(i) The security ceases to be a first tier security because it no
longer has the highest rating from the requisite NRSROs or, in the
case of an unrated security, the board determines it is no longer of
comparable quality to a first tier security, or (ii) the security is
an unrated security or second tier security and the fund's
investment adviser (or portfolio manager) becomes aware since
acquisition of the security that any designated NRSRO has given it a
rating below the designated NRSRO's second highest short-term
rating); amended rule 2a-7(c)(7)(ii)(B) (requiring a fund to dispose
of a security that ceases to be an eligible security as soon as
practicable consistent with achieving an orderly disposition of the
security, absent a finding by the board of directors that disposal
of the portfolio security would not be in the best interests of the
money market fund).
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3. Asset Backed Securities
We are amending rule 2a-7 to eliminate a requirement that an asset
backed security (``ABS'') be rated by at least one NRSRO in order to be
an eligible security that a money market fund may acquire.\122\ As a
consequence, funds may acquire an unrated asset backed security that
otherwise meets the requirements of rule 2a-7, including those
requirements that apply to unrated securities.\123\
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\122\ We are thus amending current rule 2a-7(a)(10)(ii) to
eliminate paragraph (B) and renumber paragraph 2a-7(a)(10)(ii)(A) as
2a-7(a)(12)(ii).
\123\ See, e.g., amended rule 2a-7(a)(12)(ii); (c)(3)(iv)(C);
(c)(7)(i)(A)(1). As under the current rule, if an asset backed
security is a rated security, it will be required to satisfy the
rule's ratings criteria. Amended rule 2a-7(a)(12)(i).
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In 1996, we limited funds to investing in rated ABSs because we
thought that NRSROs played a beneficial role in assuring that assets
underlying an ABS were properly valued and would support the cash flows
required to fund the ABS, and we were concerned that fund advisers may
not be in as good a position to perform the legal, structural, and
credit analysis that the rating agencies performed.\124\ As discussed
in the Proposing Release, NRSROs rapidly downgraded ABSs from their
status as first tier securities over a short time period during 2007-
2008.\125\ The NRSROs thus did not seem to play a role in buttressing
the minimal credit risk analysis of fund management sufficient to
warrant a requirement that all ABSs be rated to be eligible for money
market fund investment. We would otherwise have expected a slower, more
orderly downgrading process for these ABSs, which would have permitted
money market funds to gradually roll off the paper.
---------------------------------------------------------------------------

\124\ Revisions to Rules Regulating Money Market Funds,
Investment Company Act Release No. 21837 (Mar. 21, 1996) [61 FR
13956 (Mar. 28, 1996)] at Section II.E.4; Revisions to Rules
Regulating Money Market Funds, Investment Company Act Release No.
19959 (Dec. 17, 1993) [58 FR 68585 (Dec. 28, 1993)] (``1993
Proposing Release'') at nn.110-112 and accompanying text.
\125\ See Proposing Release, supra note 2, at Section II.A.4.
See also Standard & Poor's, Global Structured Finance Default and
Transition Study--1978-2008: Credit Quality of Global Structured
Securities Fell Sharply in 2008 Amid Capital Market Turmoil (Feb.
25, 2009), available at http://www2.standardandpoors.com/portal/site/sp/en/ca/page.article/3,3,3,0,1204847668460.html (showing
greater default rate and significantly greater downgrades in
structured finance securities).
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We received only a few comments on this approach.\126\ One NRSRO
commenter supported removing this requirement.\127\ Two urged us to
keep the ratings requirement for ABSs,\128\ and one of those asserted
that ratings ``under appropriate criteria'' enhance the liquidity of
ABSs and provide credit and structural expertise and research that
benefit investors.\129\ As noted above, we do not believe that NRSRO
ratings of ABSs served this function during the 2007-2008 turmoil in
the ABS marketplace, and we no longer believe that the provision of
rule 2a-7 that has required such ratings for all ABSs is warranted as
serving its intended purpose, and thus we are eliminating this
requirement.\130\
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\126\ We also solicited comment generally on whether, and if so
how, we should amend rule 2a-7 to generally address the risks
presented by ABSs. We received a number of comments in response to
this request, and will consider them in developing further
amendments to rule 2a-7.
\127\ See Moody's Comment Letter.
\128\ See Am. Securit. Forum Comment Letter; Shriver Poverty Law
Ctr. Comment Letter.
\129\ See Am. Securit. Forum Comment Letter.
\130\ See Statement of Lawrence J. White, SEC Roundtable to
Examine Oversight of Credit Rating Agencies at 2 (Apr. 15, 2009)
(initial ratings on bonds securitized from subprime residential
mortgages ``proved to be excessively optimistic''--especially for
the bonds based on mortgages originated in 2005 and 2006).
---------------------------------------------------------------------------

We do note, however, that as part of the minimal credit risk
analysis that any money market fund must conduct before investing in an
ABS, the board of directors (or its delegate) should: (i) Analyze the
underlying ABS assets to ensure that they are properly valued and
provide adequate asset coverage for the cash flows required to fund the
ABS under various market conditions; (ii) analyze the terms of any
liquidity or other support provided by the sponsor of the ABS; and
(iii) otherwise perform the legal, structural, and credit analyses
required to determine that the particular ABS involves appropriate
risks for the money market fund.\131\
---------------------------------------------------------------------------

\131\ See 1993 Proposing Release, supra note 124, at nn.108-111
and preceding and accompanying text.
---------------------------------------------------------------------------

B. Portfolio Maturity

We are adopting amendments to rule 2a-7 to further restrict the
maturity limitations on a money market fund's portfolio in order to
reduce the exposure of money market fund investors to certain risks,
including interest rate risk, spread risk, and liquidity risk. First,
we are reducing the maximum weighted average portfolio maturity
permitted by the rule from 90 days to 60 days. Second, we are adopting
a 120-day limit on the weighted average life of a money market fund's
portfolio, which will limit the portion of a fund's portfolio that
could be held in longer term adjustable-rate securities. Finally, we
are deleting a provision in the rule that permitted certain money
market funds to acquire Government securities with extended maturities
of up to 762 calendar days.
1. Weighted Average Maturity
We are amending rule 2a-7 to require that each money market fund
maintain a dollar-weighted average portfolio maturity (WAM) appropriate
to its objective of maintaining a stable net asset value or price per
share, but in no case greater than 60 days.\132\ We believe that such a
limit on the maximum WAM will result in money market funds that are
more resilient to changes in interest rates that may be accompanied by
other market shocks, and thus reduce the likelihood of a run and better
protect money market fund investors. As we explained in the Proposing
Release, a portfolio weighted towards securities with longer maturities
increases the fund's exposure to interest rate risk, amplifies spread
risk, and decreases the

[[Page 10071]]

ability of a fund to pay redeeming shareholders.\133\
---------------------------------------------------------------------------

\132\ See amended rule 2a-7(c)(2).
\133\ See Proposing Release, supra note 2, at Section II.B.1.
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Most commenters that addressed this proposal supported further
reducing the maximum WAM of fund portfolios in order to reduce the
funds' exposure to related risk. Those commenters were divided between
those supporting the 60-day maximum WAM that we proposed \134\ and
those supporting a reduction to 75 days.\135\ Other commenters argued
for no reduction at all (i.e., leaving the limit at 90 days).\136\
Commenters supporting a maximum WAM limitation of 60 days believed that
such a reduction would be appropriate to increase the stability and
liquidity of money market funds \137\ and would reduce funds' exposure
to interest rate risk.\138\ One asserted that a 60-day limitation is
appropriate as it prioritizes a money market fund's safety and
liquidity over yield.\139\
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\134\ See, e.g., Goldman Sachs Comment Letter; Comment Letter of
the Institutional Money Market Funds Association (Sept. 8, 2009)
(``IMMFA Comment Letter''); Northern Funds Indep. Trustees Comment
Letter.
\135\ See, e.g., Charles Schwab Comment Letter; Comment Letter
of GE Asset Management Incorporated (Sept. 8, 2009) (``GE Asset Mgt.
Comment Letter''); T. Rowe Price Comment Letter.
\136\ See, e.g., State Street Comment Letter; Comment Letter of
Victory Capital Management (Sept. 8, 2009) (``Victory Cap. Mgt.
Comment Letter''); Wells Fargo Comment Letter.
\137\ See Tamarack Funds Comment Letter.
\138\ See TDAM Comment Letter.
\139\ See Invesco Aim Comment Letter.
---------------------------------------------------------------------------

Commenters supporting a maximum WAM of 75 days argued that such a
limitation would achieve the Commission's goal of reducing funds'
exposure to interest rate risk while providing funds with sufficient
flexibility to invest in high quality securities when shorter term
investments are scarce.\140\ Some expressed concern about whether a 60-
day WAM would reduce a money market fund's ability to generate
sufficient yield.\141\ Still others argued that a shorter WAM could
make some money market funds more risky because of the alternative
investment strategies they might employ as a result.\142\ Finally, two
commenters opposing any change in the maximum WAM permitted by rule 2a-
7 argued that liquidity risk to funds is more appropriately limited by
other aspects of our amendments to rule 2a-7, and that the resulting
reduction in yield would ``homogenize'' money market funds to such an
extent that investors may be driven to invest in unregulated funds,
thus increasing systemic risk.\143\
---------------------------------------------------------------------------

\140\ See, e.g., Charles Schwab Comment Letter; GE Asset Mgt.
Comment Letter; ICI Comment Letter.
\141\ See, e.g., Charles Schwab Comment Letter; Comment Letter
of Crane Data LLC and Money Fund Intelligence (Aug. 31, 2009)
(``Crane Data Comment Letter''); T. Rowe Price Comment Letter.
\142\ One commenter noted that a WAM limitation longer than 60
days would allow a fund to improve the credit profile of its
portfolio by substituting longer term Government securities for
shorter term corporate securities. See BlackRock Comment Letter.
Another commenter argued that a reduction would lead to fund
portfolios with a ``barbelled'' maturity structure in which the fund
balanced the low yield offered by the large amount of very short-
term securities it would be required to hold with an offsetting
amount of riskier longer term securities, which could increase the
riskiness of fund portfolios. See Comment Letter of Waddell & Reed/
Ivy Fund Portfolio Managers (Sept. 8, 2009) (``Waddell & Reed
Comment Letter''). Another stated that higher risk issuers tend to
be limited to issuing shorter maturity securities, so a shorter WAM
limitation could increase a fund's credit risk profile. See Wells
Fargo Comment Letter.
\143\ See Fidelity Comment Letter; State Street Comment Letter.
Several commenters also asserted that any reduction in WAM would
increase issuers' reliance on short-term funding, also increasing
systemic risk. See, e.g., Am. Securit. Forum Comment Letter; State
Street Comment Letter; Wells Fargo Comment Letter.
---------------------------------------------------------------------------

We believe that the maximum WAM permissible for money market funds
should be reduced to 60 days in order to reduce the likelihood of funds
breaking the buck. The increased resilience to simultaneous stresses
from interest rate and other risks that a money market fund would
achieve through a maximum WAM of 60 days is significant. A fund with a
90-day WAM could withstand an instantaneous change in interest rates of
200 basis points before breaking the buck.\144\ In contrast, a fund
with a WAM of 60 days could withstand an interest rate change of 300
basis points without breaking the buck.\145\ Although an interest rate
change of such a magnitude may be unlikely to occur,\146\ funds must
also be able to withstand multiple shocks occurring simultaneously,
such as those that occurred in September 2008 when there was a
simultaneous increase in LIBOR rates and widening spreads due to credit
deterioration and liquidity pressures, together with extraordinary
redemptions.\147\
---------------------------------------------------------------------------

\144\ See Fidelity Comment Letter.
\145\ Our staff supplemented stress test analysis conducted by
commenters with more data points and stress scenarios to illustrate
the impact on a money market fund's net asset value per share from
multiple stresses on that fund's portfolio. A fund with a 75-day WAM
could withstand an interest rate change of less than 250 basis
points without breaking the buck. We note that these scenarios also
represent the most conservative scenarios because they assume that
the money market fund started with a market-based net asset value of
$1.00. It is our understanding that at any point in time, a large
number of money market funds will not start from a market-based net
asset value of $1.00--many will start with a market-based net asset
value of less than a dollar and thus a smaller interest rate change
will cause the funds to break the buck.
\146\ Interest rate shocks of a 300 basis point magnitude over a
relatively short period of time have occurred, although not since
the late 1970s. See Federal Reserve Bank of New York, Historical
Changes of the Target Federal Funds and Discount Rates, 1971 to
present, available at http://www.newyorkfed.org/markets/statistics/dlyrates/fedrate.html. In low interest rate environments (such as
today), a shock in interest rates could occur if the Federal Reserve
determines to raise interest rates quickly, for example, to stave
off inflation as the economy recovers or to strengthen the U.S.
dollar.
\147\ See Proposing Release, supra note 2, at nn.47-48, 53, 63,
66-67 and accompanying text. See also infra note 178 (discussing the
increase in LIBOR during the financial crisis). Many money market
fund portfolio holdings at the time were tied to LIBOR.
---------------------------------------------------------------------------

A fund with a lower WAM has significantly greater protection in the
circumstances described above. For example, a fund with a 90-day WAM
facing a change in credit spreads of 50 basis points and redemptions of
10 percent would break the buck with an interest rate change of a
little more than 100 basis points.\148\ Greater shocks from an even
larger increase in spreads or redemptions would only lessen that
interest rate cushion--last fall increases in spreads and redemptions
were considerably above this level.\149\ A fund with a 60-day WAM would
be in a better position to withstand multiple shocks without breaking
the buck than if it maintained a 90-day or 75-day WAM.\150\
---------------------------------------------------------------------------

\148\ This assumes a weighted average life limitation of 120
days. A fund with a 75-day WAM could withstand a 50 basis point
increase in credit spreads across its portfolio, 10% redemptions,
and an increase in interest rates of 125 basis points before
breaking the buck, assuming a 120-day weighted average life.
\149\ In addition, we note that spreads have widened to
significant degrees in the past. See, e.g., Benjamin N. Friedman &
Kenneth N. Kuttner, Why Does the Paper-Bill Spread Predict Real
Economic Activity?, NBER Working Paper No. 3879, at Fig.1 (Oct.
1991) (showing historical spreads for 6-month commercial paper over
6-month Treasury bill rates from 1959 to 1990).
\150\ Based on staff review of various stress test scenarios, a
fund with a 60-day WAM could withstand a 50 basis point increase in
credit spreads across its portfolio, 10% redemptions, and an
increase in interest rates of over 150 basis points before breaking
the buck, again assuming a weighted average life limitation of 120
days. Others have recognized that exposure to multiple stresses may
call for a lower WAM. See, e.g., Standard & Poor's, Fund Ratings
Criteria: Market Price Exposure, at 3 (2007), available at http://www2.standardandpoors.com/spf/pdf/events/MMX709.pdf (stating that
money market funds with a greater liquidity risk due to a smaller
asset size or shareholder composition may need to maintain a lower
WAM than 60 days).
---------------------------------------------------------------------------

We disagree with those commenters that asserted that a reduction of
maximum permissible WAM would have a significant adverse effect on
money market funds' investment strategies or yield. We have not
observed such adverse effect in funds with WAMs below 60 days or a
greater tendency to invest in riskier short-term

[[Page 10072]]

securities or to follow riskier portfolio strategies to increase yield.
These funds do not appear to have had great difficulties in creating
portfolios that generated competitive yields and attracted
investors.\151\ Indeed, many domestic money market funds currently
limit their WAM to a maximum of 60 days voluntarily, a limit they
likely would have discontinued if they had experienced the management
or competitive difficulties suggested by commenters.\152\ No commenter
reported to us that any of these funds were doing so. We acknowledge
that one consequence of our amendments may be to further ``homogenize''
fund portfolios as managers have fewer avenues to acquire yield by
exposing the funds to risk, but we believe that the level of potential
homogenization is justified to reduce the risk to investors that a
money market fund will break the buck. In addition, we are not
persuaded by comments that a likely consequence of a shortened maximum
WAM will be riskier portfolios. Accordingly, we are adopting the 60-day
WAM limitation as proposed.
---------------------------------------------------------------------------

\151\ Similarly, European stable value money market funds do not
appear to have had these difficulties. As the Institutional Money
Market Fund Association (IMMFA) notes in its comment letter, IMMFA
funds (which manage a significant amount of stable value money
market fund assets in Europe) have been required to maintain a
maximum WAM of 60 days since 2002. The recent proposals by the
European Union's Committee of European Securities Regulators to
create common requirements for European money market funds would
impose a maximum 60-day WAM for short-term money market funds. See
Committee of European Securities Regulators Consultation Paper, A
Common Definition of European Money Market Funds, CESR/09-850 (Oct.
20, 2009), available at http://www.cesr.eu/index.php?page=consultation_details&id=151.
\152\ For some time and through various interest rate and market
environments a large portion of domestic money market funds have
maintained a maximum WAM of less than 60 days. According to data
provided by the ICI, from January 1998 through April 2009, even the
75th percentile of prime money market funds has maintained an
average WAM of 53 days and the 90th percentile of prime money market
funds has maintained an average WAM of 65 days. Investment Company
Institute, Average Maturity of Taxable Prime Money Market Funds,
1998-2009, available at http://www.sec.gov/comments/s7-11-09/s71109-14.htm. The 75th percentile of these funds only reported a WAM in
excess of 60 days on 8 monthly occasions out of the 136 monthly time
periods reported. We also note that to obtain a top rating from an
NRSRO, money market funds must maintain a WAM of no greater than 60
days. According to the iMoneyNet Money Market Fund Analyzer
Database, as of November 17, 2009, 61% of money market fund assets
were held in funds that were top rated by at least one NRSRO and 34%
of money market funds had a top rating from at least one NRSRO.
---------------------------------------------------------------------------

2. Weighted Average Life
We are adopting, as proposed, a requirement that limits the dollar-
weighted average life to maturity of a money market fund's portfolio to
120 calendar days.\153\ Unlike weighted average maturity, the weighted
average life (or ``WAL'') of a portfolio is measured without reference
to any rule 2a-7 provision that otherwise permits a fund to shorten the
maturity of an adjustable-rate security by reference to its interest
rate reset dates.\154\ The WAL limitation thus restricts the extent to
which a fund can invest in longer term securities that may expose a
fund to spread risk.\155\
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\153\ See amended rule 2a-7(c)(2)(iii). This limitation will
apply to all money market funds (including taxable and tax-exempt
funds).
\154\ The Fidelity Comment Letter, the Comment Letter of
HighMark Capital Management, Inc. (Sept. 8, 2009) (``HighMark
Capital Comment Letter''), and the ICI Comment Letter requested that
the Commission amend rule 2a-7 to specify how cash balances held by
money market funds would be treated under the WAM and WAL
limitations. For purposes of the WAM and WAL limitations, cash
balances have a maturity of one day. The Tamarack Funds Comment
Letter also suggested that the Commission address extendible notes.
For purposes of the WAM and WAL limitations, in calculating the
final legal maturity of a security extendible at the option of the
issuer the security should be deemed fully extended. See amended
rule 2a-7(d) (final maturity is determined with reference to the
time at which a fund will unconditionally receive payment); see also
Revisions to Rules Regulating Money Market Funds, Investment Company
Act Release No. 21837 (Mar. 21, 1996) [61 FR 13956 (Mar. 28, 1996)]
at n. 151 and accompanying text (discussing the unconditional right
to receive payment with respect to demand features).
\155\ See Morgan Stanley, Weighted Average Life: Enhancing Money
Market Fund Transparency (2009), available at http://www.morganstanley.com/msamg/msimintl/docs/en_US/common/comm/200907_mm_update.pdf (``[Morgan Stanley Investment Management is]
introducing WAL to supplement our WAM reporting. The WAL calculation
is based on a security's stated final maturity date or, when
relevant, the date of the next demand feature when the fund may
receive payment of principal and interest (such as a put feature).
Accordingly, WAL reflects how a portfolio would react to
deteriorating credit (widening spreads) or tightening liquidity
conditions. We believe that when viewed alongside WAM, the
supplemental WAL disclosure will provide investors with a further
degree of insight into our portfolios' structure.'').
---------------------------------------------------------------------------

We proposed the WAL limitation because we were concerned that the
traditional WAM limitation of rule 2a-7 does not require that a manager
of a money market fund limit the spread risk associated with longer
term adjustable-rate securities.\156\ These securities are more
sensitive to credit spreads than short-term securities with final
maturities equal to the reset date of the longer term security.\157\
The WAL limitation will provide an extra layer of protection for funds
and their shareholders against spread risk, particularly in volatile
markets. We proposed a 120-day limit as a prudent limit recommended to
us in the ICI Report and one that we understand is currently used by
some money market fund managers.\158\ We requested comment on whether a
higher or lower WAL limitation would be more appropriate.
---------------------------------------------------------------------------

\156\ For example, if the market perceived an issuer's credit
risk as deteriorating, the spreads on that issuer's 30-day floating-
rate securities would likely widen to a lesser extent than the
spreads on that issuer's 397-day floating-rate securities because
the longer term securities have a much longer exposure to the
issuer's credit risk (assuming neither security had a Demand
Feature). Because the WAM limitation allows the use of interest rate
reset dates to shorten the maturity of a security, each of the 397-
day floating-rate securities and the 30-day floating-rate securities
would be considered to have a maturity of one day. In contrast,
under the WAL limitation we are today adopting each adjustable-rate
security without a Demand Feature would have a maturity equal to its
final legal maturity. As a result, if spreads on these securities
widen to different degrees due to changing market perceptions of
credit risk or liquidity, the WAL limitation will capture these
different risk exposures.
\157\ See Proposing Release, supra note 2, at Section II.B.2.
\158\ See, e.g., HighMark Capital Comment Letter (``We have been
calculating a WAL for years and believe it will more appropriately
reflect the total interest rate and spread risk of a portfolio.'').
See also JPMorgan Prime Money Market Fund Quarterly Fact Sheet (Dec.
31, 2009), available at https://www.jpmorganfunds.com/cm/BlobServer/FS-PMM-P.PDF?blobcol=urldata&blobtable=MungoBlobs&blobkey=id&blobwhere=1158572105887&blobheader=application%2FPDF&blobheadername1=Content-Disposition&ssbinary=true&blobheadervalue1=inline;filename=FS-PMM-
P.PDF (showing the fund's WAL over the previous year).
---------------------------------------------------------------------------

Twenty-one commenters supported adding a WAL limit to the
rule.\159\ One large money market fund manager, for example, described
the WAL as ``a very prudent addition to the rule that, combined with
the minimum liquidity requirements * * * represents an important and
substantive risk reduction in the permissible construction of a money
fund portfolio.'' \160\ Another acknowledged that ``the risk that such
a security will begin to deviate significantly from its Amortized Cost
increases with its maturity,'' and agreed that ``the new 120-day WAL
limit should control this risk.''\161\
---------------------------------------------------------------------------

\159\ See, e.g., Bankers Trust Comment Letter; Goldman Sachs
Comment Letter; Northern Funds Trustees Comment Letter.
\160\ See BlackRock Comment Letter.
\161\ See Federated Comment Letter.
---------------------------------------------------------------------------

Two commenters generally opposed a WAL limitation.\162\ One urged
us to consider, instead, revising the maturity-shortening provisions of
rule 2a-7 to require money market funds to measure the maturity of
adjustable-rate securities by reference to their final legal maturity
date rather than the date at which the interest rate resets.\163\ Such
a change

[[Page 10073]]

would dramatically reduce the ability of money market funds to invest
in floating rate securities, and as we discuss below, such a reduction
may be unnecessary.\164\ Another commenter asserted that the WAL
limitation was unnecessarily restrictive of prime retail funds and
disagreed with our assessment of the spread risk posed by floating-rate
Government securities.\165\ The commenter, however, offered no
explanation of why the exposure to spread risk would have less harmful
consequences for a prime retail fund than for other types of funds and
thus be of less concern.
---------------------------------------------------------------------------

\162\ See Thrivent Comment Letter; USAA Comment Letter.
\163\ See USAA Comment Letter. Amended rule 2a-7(d) allows money
market funds to shorten the maturity of an adjustable-rate portfolio
security for purposes of the WAM limitation by referring to the
security's interest rate reset date, rather than the final legal
maturity of the security, if the security has a final maturity of
397 days or less (for corporate securities) or an interest rate that
adjusts no less frequently than every 397 days for Government
securities.
\164\ This comment also implies that rule 2a-7 should only have
a WAL limitation (and not a separate WAM limitation). We believe
that the WAM and WAL limitations address different risks (with the
WAM primarily aimed at limiting interest rate risk and the WAL
primarily aimed at limiting spread risk) and thus believe having
both limitations in rule 2a-7 protects money market funds and their
investors.
\165\ See Thrivent Comment Letter.
---------------------------------------------------------------------------

Most commenters supported the proposed WAL limit of 120 days,\166\
which the ICI comment letter described as ``flexible enough even during
`normal' market conditions to not unduly restrict a fund's ability to
offer a diversified portfolio of short-term, high quality debt
securities.''\167\ Four commenters supported a WAL with a longer term,
with two of these commenters suggesting a longer WAL for government
money market funds than for other money market funds.\168\ One of these
commenters argued that the spread risk associated with Government
floating-rate securities is different from the spread risk associated
with non-Government securities.\169\ Another commenter only supported a
WAL limitation applicable to Government securities with maturities of
more than two years, arguing that applying a 120-day WAL to all
adjustable-rate Government securities would disrupt the short-term debt
markets and hinder the ability of Government security issuers to meet
internal funding needs.\170\
---------------------------------------------------------------------------

\166\ See, e.g., BlackRock Comment Letter; Invesco Aim Comment
Letter; Comment Letter of Ridge Worth Capital Management, Inc.
(``RidgeWorth Comment Letter'').
\167\ ICI Comment Letter.
\168\ See Fidelity Comment Letter (supporting a 150-day WAL for
government money market funds and a 120-day WAL for all other money
market funds); Victory Cap. Mgt. Comment Letter (supporting a 150-
day WAL); C. Wesselkamper Comment Letter (supporting a 180-day WAL
for government money market funds and a 150-day WAL for all other
money market funds); Wells Fargo Comment Letter (supporting a 180-
day WAL).
\169\ See Fidelity Comment Letter.
\170\ See Comment Letter of Fannie Mae (Sept. 3, 2009) (``Fannie
Mae Comment Letter''). One commenter also argued that a 120-day WAL
would limit Government security issuers' ability to meet their
funding needs. See Fidelity Comment Letter.
---------------------------------------------------------------------------

On balance, we conclude that 120 days is an appropriate length of
time for the WAL limitation. A WAL limitation of, for example, 90 days
appears to be unnecessarily restrictive to money market funds because
it could significantly constrain the range of high-quality, short-term
debt securities in which money market funds may invest, particularly
when combined with our new minimum liquidity requirements.\171\ Such a
short WAL limitation also may provide spread risk protection beyond
what is reasonably necessary to enhance the stability of money market
funds. For a money market fund to break the buck while maintaining a
WAL of 90 days, average spreads on all securities in the fund's
portfolio would have to widen beyond 200 basis points.\172\ Other
securities held by money market funds may not simultaneously face such
spread widening even if the commercial paper market is under
stress.\173\ Accordingly, protection across an entire money market fund
portfolio against spread widening of the magnitude experienced in the
commercial paper market during the fall of 2008 may be unnecessary.
---------------------------------------------------------------------------

\171\ One commenter stated that the Commission should not impose
a WAL shorter than 120 days, asserting that a shorter limitation
would be unnecessarily restrictive and limit a fund's ability to
maintain a diversified portfolio of high quality short-term debt
securities. See Charles Schwab Comment Letter. No commenters
supported a shorter WAL than 120 days.
\172\ This assumes that there are no other simultaneous shocks
to the fund's portfolio from redemption pressures or otherwise. In
order to evaluate commenters' discussion about the appropriate
length of time for a WAL limitation in the context of the shocks a
money market fund might face, we again referred to stress test
scenarios.
\173\ Such spread widening even in commercial paper has been
rare and commercial paper typically only comprises a portion of
money market funds' portfolios. Spreads between 3-month commercial
paper and the 3-month Treasury bill widened to approximately 300
basis points at the height of the financial crisis in the fall of
2008 and widened similarly in the mid-1970s, but otherwise have
rarely widened by 200 basis points in the last 50 years. This
analysis is based on commercial paper spread data contained in
Bradley T. Ewing, Gerald J. Lynch & James E. Payne, Monetary
Volatility and the Paper-Bill Spread, in Progress in Economics
Research (2006), at p. 58, supplemented with data from Bloomberg on
spreads between yields of 3-month commercial paper and the 3-month
Treasury bill.
---------------------------------------------------------------------------

On the other hand, we are not convinced that a WAL significantly
longer than 120 days would be appropriate for a money market fund that
is seeking to maintain a stable net asset value. For example, with a
150-day WAL, a money market fund would break the buck with a spread
widening of just over 120 basis points (assuming no other simultaneous
stresses on the fund's portfolio).\174\ Historically, commercial paper
spreads, for example, have widened to that extent fairly
frequently.\175\ Given this limited resilience to spread widening, and
given that a money market fund would break the buck even earlier if any
other shocks to the fund's portfolio occurred simultaneously, we have
determined not to adopt a longer WAL, such as a 150- or 180-day WAL. We
note that the European Union's Committee of European Securities
Regulators has also recently proposed requiring that short-term money
market funds adhere to a maximum 120-day WAL.\176\
---------------------------------------------------------------------------

\174\ This is based on our staff's analysis of stress test
scenarios.
\175\ See Ewing et al., supra note 173, at 58.
\176\ See Committee of European Securities Regulators
Consultation Paper, A Common Definition of European Money Market
Funds, CESR/09-850 (Oct. 20, 2009), available at http://www.cesr.eu/index.php?page=consultation_details&id=151. In addition, Europe's
Institutional Money Market Fund Association (IMMFA) recently has
adopted changes to its code of conduct that will require IMMFA money
market funds to adhere to a maximum 120-day WAL. See IMMFA Code of
Practice, at Section 40, available at http://www.immfa.org/About/Codefinal.pdf.
We also note that the rating agencies have taken varied
approaches to limiting the WAL of rated money market funds. Fitch
has adopted revised ratings requirements limiting top-rated money
market funds to a WAL of 120 days, but allowing longer WALs for
lesser rated money market funds. See Fitch Ratings, Global Money
Market Fund Rating Criteria (Oct. 5, 2009), available at http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=470368. Standard & Poor's has proposed more restrictive
requirements that would limit top-rated money market funds to a WAL
of 90 days, subject to upward adjustment to no more than 120 days
depending on the extent of Government securities in the money market
fund's portfolio. See Standard & Poor's, Principal Stability Fund
Rating Criteria (Jan. 5, 2010), available at http://www2.standardandpoors.com/spf/pdf/events/FITcon11410RFC.pdf.
---------------------------------------------------------------------------

Finally, we are not providing for a longer WAL for money market
funds that primarily invest in Government securities. While some
commenters asserted that adjustable-rate Government securities have a
more benign credit risk profile,\177\ they are still exposed to
widening interest rate spreads to the same extent as non-Government
securities and, as we noted in the Proposing Release, spreads on
certain adjustable-rate Government securities did widen during the fall
of

[[Page 10074]]

2008.\178\ In addition, many prime money market funds also hold a
sizeable portion of Government securities (and may hold even more
Government securities after the adoption of rule 2a-7's new liquidity
requirements). Given this fact, allowing government money market funds
to have a longer WAL solely because they hold more Government
securities than prime funds do, does not appear to us to be an approach
that treats the risks attendant to longer term, adjustable-rate
Government securities equally, and thus appears inappropriate.
---------------------------------------------------------------------------

\177\ See, e.g., Fidelity Comment Letter. But see BlackRock
Comment Letter (recent events have shown that spread relationships
can be variable for agency securities); Wells Fargo Comment Letter
(credit spreads on Government securities widened to a significant
degree in 2008).
\178\ See Proposing Release, supra note 2, at Section II.B.2. We
understand that many floating-rate securities issued by Federal
agencies and outstanding during the financial crisis had rates tied
to LIBOR. As noted in the Proposing Release, the ``TED'' spread (the
difference between the U.S. Treasury Bill rate and LIBOR) reached a
high of 463 basis points on October 10, 2008. See id., at n.67. We
understand that most adjustable-rate Government securities held by
money market funds had a final maturity of two years or less and
thus limiting the WAL limitation to adjustable-rate Government
securities with final maturities greater than two years would not
address these securities' spread risk.
---------------------------------------------------------------------------

3. Maturity Limit for Government Securities
The Commission is deleting a provision of rule 2a-7 that has
permitted a fund that relied exclusively on the penny-rounding method
of pricing to acquire Government securities with remaining maturities
of up to 762 days, rather than the 397-day limit otherwise provided by
the rule.\179\ As we noted in the Proposing Release,\180\ we are
unaware of any money market fund that currently relies solely on the
penny-rounding method of pricing, and none that holds fixed-rate
Government securities with remaining maturities of two years, which
would involve the assumption of a substantial amount of interest rate
risk. We received one comment on this topic, which supported the
change.\181\ Accordingly, we are adopting this change as proposed.\182\
---------------------------------------------------------------------------

\179\ See current rule 2a-7(c)(2)(ii). In a conforming change,
we also are amending as proposed the maturity-shortening provision
of the rule for variable-rate Government securities to require that
the variable rate of interest is readjusted no less frequently than
every 397 days, instead of 762 days as the rule has permitted. See
amended rule 2a-7(d)(1).
\180\ See Proposing Release, supra note 2, at Section II.B.3.
\181\ See BlackRock Comment Letter.
\182\ We also requested comment in the Proposing Release on
whether we should impose a limitation on the maximum final legal
maturity of adjustable-rate Government securities that money market
funds are permitted to acquire. We received only two comments on
this proposal. One commenter encouraged us to constrain any
limitation on adjustable-rate Government securities with a final
legal maturity in excess of two years. See Fannie Mae Comment
Letter. Another asserted that the WAL limitation provided a
sufficient limitation on the risks posed by long-term adjustable-
rate Government securities. See Federated Comment Letter. We are
aware that WAL creates some limitation of this risk, but that even
with a 120-day WAL limitation, a fund would still have some ability
to acquire longer term adjustable-rate Government securities. No
commenters provided us with any data on the extent of adjustable-
rate Government securities outstanding from time to time. Two
commenters indicated that these securities experienced variable
spreads during the financial crisis. See BlackRock Comment Letter;
Wells Fargo Comment Letter. In the future, we may reconsider whether
to limit the maximum maturity of adjustable-rate Government
securities that can be held by money market funds after obtaining
additional data.
---------------------------------------------------------------------------

C. Portfolio Liquidity

We are amending rule 2a-7 to require that money market funds
maintain a sufficient degree of liquidity necessary to meet reasonably
foreseeable redemption requests and reduce the likelihood that a fund
will have to meet redemptions by selling portfolio securities into a
declining market. As discussed in the Proposing Release, money market
funds generally have a higher and less predictable volume of
redemptions than other open-end investment companies.\183\ Their
ability to maintain a stable net asset value will depend, in part, on
their ability to convert portfolio holdings to cash to pay redeeming
shareholders without having to sell them at a loss. The liquidity of
fund portfolios became a critical factor in permitting them to absorb
very heavy redemption demands in the fall of 2008 when the secondary
markets for many short-term securities seized up.
---------------------------------------------------------------------------

\183\ See Proposing Release, supra note 2, at n.172 and
accompanying text.
---------------------------------------------------------------------------

Commenters generally agreed with our analysis of the liquidity
needs of money market funds. They emphasized the importance of
liquidity for money market funds and their ability to meet shareholder
redemptions.\184\ Several also acknowledged the need to place outside
limits on the risks money market funds may take.\185\ Most commenters
supported amending the rule to impose more robust liquidity
requirements, but many disagreed with our specific proposals.\186\ Some
asserted that the proposed requirements might negatively affect funds'
ability to manage their portfolios, place excessive burdens on the
board of directors, and affect the markets of some portfolio
securities.\187\ Others argued that the proposals are not sufficient to
meet money market funds' liquidity concerns.\188\
---------------------------------------------------------------------------

\184\ See, e.g., Comment Letter of the Securities Industry and
Financial Markets Association (Sept. 8, 2009) (``SIFMA Comment
Letter''); State Street Comment Letter.
\185\ See, e.g., Federated Comment Letter; Comment Letter of the
Independent Directors Council (Sept. 8, 2009) (``IDC Comment
Letter'').
\186\ See, e.g., State Street Comment Letter (opposing a general
liquidity standard and different minimum liquidity thresholds for
retail and institutional funds); Invesco Aim Comment Letter (same).
\187\ See, e.g., Fidelity Comment Letter; ICI Comment Letter;
Shadow FRC Comment Letter.
\188\ See, e.g., Fund Democracy/CFA Comment Letter (requesting
that the Commission mandate private liquidity insurance for money
market funds); HighMark Capital Comment Letter (suggesting a private
liquidity bank or that Treasury continue to provide emergency
liquidity as possible solutions to address liquidity concerns);
Vanguard Comment Letter (asserting that the proposed rule does not
address liquidity risk arising from factors other than size of
accounts, such as geographical concentration of the shareholders);
Waddell & Reed Comment Letter (recommending some type of permanent
backstop be available to money market funds); Wells Fargo Comment
Letter (suggesting the Federal Reserve set up a secured lending
facility to serve as a lender of last resort).
---------------------------------------------------------------------------

After reviewing the comments, and based on our analysis of
redemption activity during the 2008 run on money market funds, we are
amending rule 2a-7 to add three new provisions, substantially as
proposed, which address different aspects of portfolio liquidity.\189\
Together, we believe they will result in money market funds that are
better able to absorb large amounts of redemptions.
---------------------------------------------------------------------------

\189\ See Proposing Release, supra note 2, at Section II.C.1-2.
---------------------------------------------------------------------------

1. General Liquidity Requirement
We are amending rule 2a-7, as proposed, to require that each money
market fund hold securities that are sufficiently liquid to meet
reasonably foreseeable shareholder redemptions in light of its
obligations under section 22(e) of the Act and any commitments the fund
has made to shareholders (the ``general liquidity requirement'').\190\
Depending upon the volatility of its cash flows (particularly
shareholder redemptions), this new provision may require a fund to
maintain greater liquidity than would be required by the daily and
weekly minimum liquidity requirements set forth in the rule and
discussed below.
---------------------------------------------------------------------------

\190\ Amended rule 2a-7(c)(5).
---------------------------------------------------------------------------

Most commenters who addressed this proposal supported the addition
of a general liquidity requirement.\191\ They agreed that funds should
be required to assess appropriate levels of liquidity above the
minimums set forth in the rule.\192\ Some commenters, however,
expressed concerns that the proposed requirement was too vague,\193\ or
was

[[Page 10075]]

unnecessary in light of the minimum daily and weekly liquidity
requirements.\194\ We disagree. Funds will have different liquidity
needs that we cannot sufficiently anticipate and codify in a rule
beyond the minimums we are adopting today.\195\ Therefore, we believe
it is incumbent upon the management of each fund and its board of
directors to evaluate the fund's liquidity needs and to protect the
fund and its shareholders from the harm that can occur from failure to
properly anticipate and provide for those needs.
---------------------------------------------------------------------------

\191\ See, e.g., ICI Comment Letter; Northern Funds Indep.
Trustees Comment Letter; Tamarack Funds Comment Letter.
\192\ See, e.g., Federated Comment Letter; ICI Comment Letter.
\193\ See, e.g., Charles Schwab Comment Letter; Dreyfus Comment
Letter. We note, however, that similar general requirements in rule
2a-7 have not hampered fund managers. See, e.g., current rule 2a-
7(c)(2) (requiring a money market fund to maintain a dollar-weighted
average portfolio maturity appropriate to its objective of
maintaining a stable net asset value per share or price per share).
Thus, we do not share commenters' concerns that the general
liquidity standard could expose a money market fund to liability
based on hindsight review of the fund's subjective determinations
and market events.
\194\ See, e.g., TDAM Comment Letter. Another commenter asserted
that money market funds are already subject to this requirement
under section 22(e) of the Act. See State Street Comment Letter. The
general liquidity requirement, together with rule 2a-7's specific
obligations related to illiquid securities and daily and weekly
liquid assets, identifies the liquidity obligations that are
specific to money market funds.
\195\ For example, suggestions that we require each fund to
maintain sufficient liquidity to meet redemptions by the largest
shareholders seem inadequate because they assume that only those
shareholders will redeem. See Stradley Ronon Comment Letter; SIFMA
Comment Letter.
---------------------------------------------------------------------------

To comply with this general liquidity requirement, we would expect
money market fund managers to consider factors that could affect the
fund's liquidity needs, including characteristics of a money market
fund's investors and their likely redemptions.\196\ For example, some
shareholders may have regularly recurring liquidity needs, such as to
meet monthly or more frequent payroll requirements. Others may have
liquidity needs that are associated with particular annual events, such
as holidays or tax payment deadlines. A fund also would need to
consider the extent to which it may require greater liquidity at
certain times when investors' liquidity needs may coincide. In
addition, a volatile or more concentrated shareholder base would
require a fund to maintain greater liquidity than a stable shareholder
base consisting of thousands of retail investors.\197\
---------------------------------------------------------------------------

\196\ See Proposing Release, supra note 2, at text following
n.205.
\197\ See Thrivent Comment Letter (suggesting that we approach
portfolio liquidity on the basis of concentration among a fund's
shareholders). In determining the amount of liquidity available to
meet the requirements of rule 2a-7, funds should not consider the
fund's ability to access overdraft protection, lines of credit, and
inter-fund borrowing arrangements. See Federated Comment Letter
(suggesting that we adopt the opposite approach). A fund that
borrowed to satisfy redemptions would leverage its holdings, thus
amplifying the risk of shareholder losses if the fund eventually
broke the buck.
---------------------------------------------------------------------------

Thus, to comply with rule 2a-7, as amended, money market funds
should adopt policies and procedures designed to assure that
appropriate efforts are undertaken to identify risk characteristics of
shareholders.\198\ In other words, fund boards should make sure that
the adviser is monitoring and planning for ``hot money.'' In their
consideration of these procedures and in the oversight of their
implementation, fund boards should appreciate that, in some cases, fund
managers' interests in attracting additional fund assets may be in
conflict with their overall duty to manage the fund in a manner
consistent with maintaining a stable net asset value.\199\ We urge
directors to consider the need for establishing guidelines that address
this conflict.
---------------------------------------------------------------------------

\198\ Upon adoption of these amendments, such policies and
procedures are, we believe, required under rule 38a-1 under the
Investment Company Act (the ``compliance rule''). Although two
commenters suggested that the requirement to adopt the policies and
procedures should be incorporated in rule 2a-7, we do not see a
reason to duplicate the requirements for policies and procedures
encompassed in the compliance rule. See Dreyfus Comment Letter;
Comment Letter of Fifth Third Asset Management, Inc. (Sept. 8, 2009)
(``Fifth Third Comment Letter''). One commenter recommended that
``know your customer'' policies apply only to shareholders whose
redemptions (in their entirety) would have a material impact on the
fund's ability to satisfy redemptions. Stradley Ronon Comment
Letter. See also SIFMA Comment Letter. Another commenter argued that
the relevant shareholder characteristics should be limited to
clearly defined parameters such as historical net flows. See
RidgeWorth Comment Letter. We are not identifying specific
characteristics that should be addressed in a fund's policies and
procedures because we believe that money market funds are in a
better position to do so. For example, concurrent redemptions of
several shareholders may have a material effect on a fund's ability
to satisfy redemptions even if the shareholders' individual
redemptions alone would not have such an effect. Nor are we setting
limits as to the scope of the policies and procedures because
different money market funds may have different needs in this
regard.
\199\ See Proposing Release, supra note 2, at n.180 and
accompanying text.
---------------------------------------------------------------------------

As some commenters noted, identification of these risks may be more
challenging when share ownership is less transparent because the shares
are held in omnibus accounts.\200\ Funds may seek access to information
about the investors who hold their interests through omnibus accounts
in addition to considering information about the omnibus accounts,
including their aggregate historical redemption patterns and the
account recordholder's ability to redeem the entire account.\201\
---------------------------------------------------------------------------

\200\ See, e.g., Comment Letter of the Coalition of Mutual Fund
Investors (Sept. 10, 2009) (``CMFI Comment Letter''); HighMark
Capital Comment Letter.
\201\ Some commenters argued that we should require greater
transparency of investments held through financial intermediaries to
allow funds to better monitor client profiles. See, e.g., BlackRock
Comment Letter; CMFI Comment Letter. Funds may seek to access this
information in contractual arrangements with their financial
intermediaries.
---------------------------------------------------------------------------

2. Limitation on Acquisition of Illiquid Securities
We are amending rule 2a-7 to further limit a money market fund's
investments in illiquid securities (i.e., securities that cannot be
sold or disposed of in the ordinary course of business within seven
days at approximately the value ascribed to them by the money market
fund).\202\ Under the amended rule, a money market fund cannot acquire
illiquid securities if, immediately after the acquisition, the fund
would have invested more than five percent of its total assets in
illiquid securities.\203\
---------------------------------------------------------------------------

\202\ We have construed section 22(e) of the Investment Company
Act, which requires registered investment companies to satisfy
redemption requests within seven days, to restrict a money market
fund from investing more than 10% of its assets in illiquid
securities. See 1983 Adopting Release, supra note 6, at nn.37-38 and
accompanying text; Acquisition and Valuation of Certain Portfolio
Instruments by Registered Investment Companies (Mar. 12, 1986) [51
FR 9773 (Mar. 21, 1986)], at n.21 and accompanying text; Proposing
Release, supra note 2, at n.171 and accompanying text.
\203\ Amended rule 2a-7(c)(5)(i).
---------------------------------------------------------------------------

In light of the risk that liquid assets would become illiquid
thereby impairing the ability of a money market fund to meet redemption
demands, we proposed to prohibit funds from acquiring securities that
were, at the time of their acquisition, already illiquid. Many fund
commenters objected, arguing such a limitation could preclude them from
investing in certain high quality illiquid securities in which money
market funds have historically invested,\204\ make it more difficult
for tax-exempt funds to construct a well-diversified, high quality
portfolio,\205\ and prevent funds from investing in new types of
securities that are illiquid until a market for them has been
established.\206\ Others asserted that a ban may be unnecessary in
light

[[Page 10076]]

of the new daily and weekly liquidity standards.\207\
---------------------------------------------------------------------------

\204\ These include, among other securities, term repurchase
agreements, some time deposits, and insurance company funding
agreements. See, e.g., Am. Bankers Assoc. Comment Letter; Comment
Letter of New York Life Investments (Sept. 14, 2009); Comment Letter
of Promontory Interfinancial Network, LLC (Sept. 8, 2009); Wells
Fargo Comment Letter.
\205\ See Stradley Ronon Comment Letter; Wells Fargo Comment
Letter.
\206\ See, e.g., Deutsche Comment Letter; Stradley Ronon Comment
Letter; USAA Comment Letter.
\207\ See, e.g., Charles Schwab Comment Letter; TDAM Comment
Letter.
---------------------------------------------------------------------------

These comments persuaded us that prohibiting funds from acquiring
any illiquid securities may have undesirable consequences for money
market funds. Instead, we are further limiting the circumstances under
which a money market fund may acquire illiquid securities. Under the
amended rule, a fund cannot acquire an illiquid security if, after the
purchase, more than five percent of the fund's total assets would
consist of illiquid securities.\208\ Several commenters suggested that
we lower the existing 10 percent limit as an alternative to our
proposal.\209\ We are reducing by half the existing limit in order to
strike a balance between our concern regarding liquidity risk, i.e., a
fund's ability to satisfy redemption demands if it is holding illiquid
securities, and funds' concerns that they retain some ability to make
investments in high quality illiquid securities.
---------------------------------------------------------------------------

\208\ Amended rule 2a-7(c)(5)(i).
\209\ See Federated Comment Letter; J.P. Morgan Asset Mgt.
Comment Letter; Vanguard Comment Letter; Wells Fargo Comment Letter
(all recommending a 5% percent limit). See also TDAM Comment Letter
(recommending that we reduce the existing limit). Other commenters
argued that we should maintain the 10% limit. See, e.g., Charles
Schwab Comment Letter; Deutsche Comment Letter.
---------------------------------------------------------------------------

We are also amending the rule to define the term ``illiquid
security'' as a security that cannot be sold or disposed of in the
ordinary course of business within seven days at approximately the
value ascribed to it by the money market fund. At the suggestion of
commenters, we would not treat as illiquid a security that could not be
sold at amortized cost.\210\
---------------------------------------------------------------------------

\210\ See amended rule 2a-7(a)(19). See, e.g., Charles Schwab
Comment Letter; Wells Fargo Comment Letter. The proposed rule
defined ``liquid security'' with reference to the security's
``amortized cost value.'' See proposed rule 2a-7(a)(18). Under the
amended rule, a money market fund using the amortized cost method
will be able to treat as liquid a security that the fund can sell at
a price that deviates from the security's amortized cost value, as
long as the price approximates the market-based value that the fund
has ascribed to the security for purposes of determining its shadow
price. Because the market-based value assigned by a money market
fund to its securities is the measure that ultimately justifies the
fund's use of a stable net asset value, a money market fund should
treat as illiquid any security that cannot be sold at a price
approximating such market-based value. See 1983 Adopting Release,
supra note 6, at n.37 and paragraphs following n.39.
---------------------------------------------------------------------------

3. Minimum Daily and Weekly Liquidity Requirements
The Commission is adopting new liquidity requirements that mandate
each money market fund maintain a portion of its portfolio in cash and
securities that can readily be converted into cash. More specifically,
we are amending rule 2a-7 to require all taxable money market funds to
hold at least 10 percent of their total assets in ``daily liquid
assets'' and all money market funds to hold at least 30 percent of
their total assets in ``weekly liquid assets.''\211\ A money market
fund must comply with the daily and weekly liquidity standards at the
time each security is acquired.\212\
---------------------------------------------------------------------------

\211\ See amended rule 2a-7(c)(5)(ii)-(iii). See also amended
rule 2a-7(a)(8) (defining ``daily liquid assets''); 2a-7(a)(32)
(defining ``weekly liquid assets''); infra notes 229-243 and
accompanying text. ``Total assets'' means with respect to a money
market fund using the amortized cost method, the total amortized
cost of its assets and, with respect to any other money market fund,
the total market-based value of its assets. See amended rule 2a-
7(a)(27).
\212\ See amended rule 2a-7(a)(8); 2a-7(a)(32). One commenter
recommended that the minimum liquidity standards apply on an ongoing
basis, which could require money market funds with holdings that
fall below the requirements to sell securities in order to meet the
requisite daily and weekly liquid asset thresholds. See Fund
Democracy/CFA Comment Letter. We do not agree with such an approach.
A money market fund whose portfolio does not meet the minimum daily
or weekly liquidity standards is not in violation of the rule, but
may not acquire any assets other than daily or weekly liquid assets.
See Dreyfus Comment Letter (requesting that the standards
incorporate some flexibility to allow funds not to comply with them
under unforeseeable circumstances).
---------------------------------------------------------------------------

As we explained in the Proposing Release, current liquidity
standards applicable to money market funds presume that a fund is able
to find a buyer of its securities.\213\ Our new approach would include
as a ``daily liquid asset'' or ``weekly liquid asset'' only cash or
securities that can readily be converted to cash (as discussed below).
Thus, a fund should be able to use those assets to pay redeeming
shareholders even in market conditions (such as those that occurred in
September and October 2008) in which money market funds cannot rely on
a secondary or dealer market to provide immediate liquidity.
---------------------------------------------------------------------------

\213\ See Proposing Release, supra note 2, at Section II.C.2.
---------------------------------------------------------------------------

Commenters who addressed the issue largely supported the
introduction of daily and weekly liquidity standards.\214\ One large
sponsor of money market funds asserted that it ``recognize[d] that a
meaningful and sustained level of liquidity has the potential to ease
concerns of investors and may be useful for unforeseen events.''\215\
Another agreed that ``mandating liquidity requirements will bolster
investor confidence in the ability of money market funds to sustain
prolonged redemption pressures with increased levels of immediate cash
on hand, both on a daily and weekly basis.''\216\ One commenter,
however, urged us to rely solely on the general liquidity requirement,
arguing that requiring a minimum requirement would require unnecessary
levels of liquidity at times that will not be sufficient during a
severe market crisis.\217\
---------------------------------------------------------------------------

\214\ See, e.g., Calvert Comment Letter; Vanguard Comment
Letter.
\215\ J.P. Morgan Asset Mgmt. Comment Letter.
\216\ Invesco Aim Comment Letter.
\217\ See Wells Fargo Comment Letter. See also T. Rowe Price
Comment Letter (the weekly liquidity standard is overly restrictive
in light of the daily liquidity standard and other proposed changes
to rule 2a-7).
---------------------------------------------------------------------------

Markets can become illiquid very rapidly in response to events that
money market fund managers may not anticipate. The failure of a single
fund to anticipate such conditions may lead to a run of the sort we saw
in September 2008 affecting all or many funds. We think it would be
ill-advised to rely solely on the ability of managers to anticipate
liquidity needs, which may arise from events the money market fund
manager cannot anticipate or control. We acknowledge our minimum
standards alone may not establish sufficient liquidity to allow funds
to meet every liquidity crisis, which is why we also are adopting a
general liquidity requirement (discussed above) to supplement the
minimum requirements.
Distinguishing between Retail and Institutional Funds. In the
Proposing Release, we observed that institutional money market funds
need (and typically maintain) greater portfolio liquidity. These funds
had substantially greater redemption pressure on them in the fall of
2008. During the four-week period ending October 8, 2008, prime
institutional funds (or share classes) experienced 30 percent net
outflows compared to only 4.6 percent outflows of prime retail funds,
according to data compiled by the ICI.\218\ Consequently, we proposed
to impose substantially lower liquidity requirements on retail funds
because the higher thresholds appeared unnecessary and would have
resulted in higher costs on them in terms of lower yields. For example,
instead of 30 percent ``weekly liquid assets,'' we proposed to require
that

[[Page 10077]]

retail prime money market funds maintain 15 percent ``weekly liquid
assets.'' We proposed to require that each money market fund's board
make an annual determination whether a fund was an institutional fund
(and thus subject to the higher liquidity requirements) based on the
nature of record owners of shares, minimum initial investment
requirements, and cash flows from purchases and redemptions.\219\
---------------------------------------------------------------------------

\218\ See ICI, Money Market Mutual Fund Assets Historical Data,
available at http://www.ici.org/pdf/mm_data_2010.pdf. See also
Proposing Release, supra note 2, at n.63 and accompanying text. The
Proposing Release also noted that on September 17, 2008,
approximately 4% of prime retail money market funds (or share
classes) and 25% of prime institutional money market funds had
outflows greater than 5%; on September 18, 2008, approximately 5% of
prime retail funds and 30% of prime institutional funds had outflows
greater than 5%; and on September 19, 2008, approximately 5% of
prime retail funds and 22% of prime institutional funds had outflows
greater than 5%. Proposing Release, supra note 2, at n.185.
\219\ See proposed rule 2a-7(a)(17) (defining ``institutional
fund''); Proposing Release, supra note 2, at Section II.C.2.a-b.
---------------------------------------------------------------------------

Most commenters representing money market funds argued against
drawing such a regulatory distinction, asserting that there are
inherent difficulties in determining the difference between the two
types of funds within a generally applicable definition.\220\
Commenters asserted that many money market funds include both types of
shareholders, and even if one could distinguish a fund with an
institutional rather than a retail shareholder base, not all
shareholders behave in the same manner and present the same liquidity
challenges as their peers.\221\ Others expressed concern that the
fund's board is not in the best position to make these
determinations.\222\ The difficulty in drawing bright lines led some
commenters to express concern with the competitive consequences that
might result when fund boards of directors come to different
conclusions.\223\
---------------------------------------------------------------------------

\220\ See, e.g., BlackRock Comment Letter; Goldman Sachs Comment
Letter; ICI Comment Letter; Comment Letter of TCW Investment
Management Company (Sept. 4, 2009); Vanguard Comment Letter. A few
commenters expressed support for the distinction. See, e.g., Dreyfus
Comment Letter; Fidelity Comment Letter; USAA Comment Letter.
\221\ See, e.g., GE Asset Mgt. Comment Letter; SIFMA Comment
Letter; State Street Comment Letter. Many also argued that the
nature of the financial intermediary record owner does not always
correspond to the behavior of the ultimate investor. See, e.g., T.
Rowe Price Comment Letter; Vanguard Comment Letter. A few commenters
objected for other reasons. See Comment Letter of the Committee of
Annuity Insurers (Sept. 8, 2009) (``Committee Ann. Insur. Comment
Letter'') (the characterization as retail or institutional would be
confusing for investors); J.P. Morgan Asset Mgt. Comment Letter
(retail investors would suffer if they invested in an institutional
fund through an omnibus account or a money market fund lost its
retail status because of institutional investments in the fund);
Comment Letter of Russell Investment Management Company (Sept. 8,
2009) (``Russell Inv. Comment Letter'') (money market funds would
incur substantial costs to monitor and enforce the distinction);
Waddell & Reed Comment Letter (the distinction is punitive for
retail money market funds, which have a less concentrated
shareholder base).
\222\ See, e.g., IDC Comment Letter; Comment Letter of the New
York City Bar Association (Sept. 8, 2009) (``NYC Bar Assoc. Comment
Letter'').
\223\ See, e.g., Comment Letter of FAF Advisors (Sept. 9, 2009)
(``FAF Advisors Comment Letter'') (in the absence of clear
guidelines, boards would likely characterize funds with largely the
same shareholder base differently); Goldman Sachs Comment Letter
(the distinction would create an incentive to characterize a fund as
retail so that the fund would be subject to the lower standard); IDC
Comment Letter (a board might take a conservative approach and
identify more funds as institutional at the expense of the funds'
shareholders).
---------------------------------------------------------------------------

We anticipated these concerns and requested comment on alternative
approaches. One commenter suggested that we treat as institutional a
fund that has any class which offers same day liquidity to
shareholders.\224\ We are uncertain, however, whether institutional
investors will be willing to migrate to funds that offer next day
liquidity in order to obtain additional yield, and if they did our
purpose in drawing the distinction would be defeated. We have similar
concerns that institutional investors might invest in retail funds that
are defined with respect to minimum initial account sizes or maximum
expense ratios, as suggested by other commenters.\225\ The suggestion
that the distinction be based on average account size raises different
concerns, including the appropriate size for this measure and whether
it should be based on total assets in omnibus accounts or in the
accounts of the underlying shareholders.\226\
---------------------------------------------------------------------------

\224\ See Fidelity Comment Letter. See also Charles Schwab
Comment Letter; Waddell & Reed Comment Letter.
\225\ See HighMark Capital Comment Letter; T. Rowe Price Comment
Letter.
\226\ See Waddell & Reed Comment Letter. Similar concerns would
arise if we used the definition the ICI uses for its analysis of
retail money market share classes, i.e., those ``offered primarily
to individuals with moderate-sized accounts.'' See http://www.ici.org/my_ici/mmf_developments/faqs_money_funds.
---------------------------------------------------------------------------

Taking into account the comments and after further consideration,
we have not identified an effective way at this time to distinguish
between types of money market funds to achieve our purpose. Therefore,
we have determined to apply the same minimum liquidity standards to
both institutional and retail money market funds.\227\ We believe the
compelling need to limit the liquidity risk of money market funds
before another run occurs is reason not to further distinguish retail
from institutional money market funds. We intend, however, to consider
revisiting our determination to apply the same minimum liquidity
standards to all money market funds and reevaluate whether there is a
workable objective definition that would accurately identify funds with
lower liquidity needs and thus justify applying lower minimum standards
to them.\228\
---------------------------------------------------------------------------

\227\ See amended rule 2a-7(c)(5)(ii)-(iii).
\228\ One commenter suggested that we impose different minimum
liquidity standards for government and non-government money market
funds. See C. Wesselkamper Comment Letter. We believe this is
unnecessary, however, given that most Government money market funds
have sufficient holdings of Treasury securities and Government
agency discount notes to satisfy the rule's requirements for daily
and weekly liquid assets. See amended rule 2a-7(a)(8) (defining
``daily liquid assets''); 2a-7(a)(32) (defining ``weekly liquid
assets'').
---------------------------------------------------------------------------

New Daily and Weekly Minimum Liquidity Requirements. We are
adopting the higher minimum liquidity thresholds we proposed for all
money market funds. Under the final rule, (i) no taxable money market
fund can acquire any security other than a daily liquid asset if,
immediately after the acquisition, the fund would have invested less
than 10 percent of its total assets in daily liquid assets, and (ii) no
money market fund can acquire any security other than a weekly liquid
asset if, immediately after the acquisition, the fund would have
invested less than 30 percent of its total assets in weekly liquid
assets.\229\ We proposed these liquidity levels based on the levels of
cash and overnight repurchase agreements that we believe reflect the
liquidity needs of money market funds with institutional investors or
other investors with similar liquidity needs.\230\
---------------------------------------------------------------------------

\229\ Amended rule 2a-7(c)(5)(ii)-(iii).
\230\ See Proposing Release, supra note 2, at n.191 and
accompanying and following text.
---------------------------------------------------------------------------

A few commenters supported our proposed levels for daily and weekly
liquid assets, but most supported the lower levels recommended in the
ICI Report of five percent of portfolios in daily liquid assets and 20
percent of portfolios in weekly liquid assets.\231\ Commenters argued
that when combined with our other proposals, these thresholds would
provide sufficient protection to investors.\232\ They also suggested
that the lower levels strike an appropriate balance of improving funds'
liquidity while providing sufficient flexibility to allow portfolio
managers to meet the challenges of different market conditions.\233\
---------------------------------------------------------------------------

\231\ See, e.g., FAF Advisors Comment Letter; Invesco Aim
Comment Letter. Others recommended different standards. See Crane
Data Comment Letter (5% daily and 15% weekly liquidity for all money
market funds); Fifth Third Comment Letter (10% daily liquidity and
25% weekly liquidity for all money market funds); J.P. Morgan Asset
Mgt. Comment Letter (5% daily liquidity for taxable money market
funds and 20% weekly liquidity for all money market funds); Vanguard
Comment Letter (weekly liquidity requirement for institutional funds
should not exceed 25%).
\232\ See Dreyfus Comment Letter ($119 billion redeemed in
institutional funds during the week of September 17, 2008
represented 5% of institutional fund assets as reported by iMoneyNet
on August 5, 2009); FAF Advisors Comment Letter; Goldman Sachs
Comment Letter.
\233\ See Invesco Aim Comment Letter.

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[[Page 10078]]

We are concerned that the lower minimum liquidity levels suggested
by commenters would be insufficient to establish an adequate liquidity
floor for money market funds in the event of a crisis such as we
experienced in September 2008. The five percent daily liquidity level
would have been insufficient to satisfy redemptions in one-fifth of
prime institutional funds (or share classes) on each of three days
during the week of September 15, and the 20 percent weekly liquidity
level would have been insufficient to address outflows in more than a
quarter of those funds during that week.\234\ We would be concerned if
such a large portion of money market funds had to increase their
liquidity quickly in response to sudden market turmoil at the same time
the overall market experiences a flight to liquidity.\235\ As we noted
above, one fund's inability to satisfy redemption requests may lead to
a run on other money market funds.\236\ Accordingly, we believe that
the floor we establish for minimum liquidity requirements must be
sufficiently high to allow most money market funds to manage their
liquidity risk in a crisis, particularly when they may experience
significant redemption requests on successive days.\237\ For this
reason, we have adopted the higher liquidity thresholds, under which we
estimate that approximately 90 percent of retail and institutional
funds would have been able to satisfy the level of redemption demands
during individual days as well as the week of greatest redemption
pressure in the fall of 2008 (September 15-19).\238\ At the same time,
we appreciate commenters' concerns that the proposed liquidity
thresholds would limit funds' flexibility to meet the challenges of
different market conditions. In order to address those concerns as well
as our concerns regarding liquidity risk, the amendments preserve
funds' ability to invest in a limited amount of illiquid securities,
which is designed to permit funds some flexibility in dealing with
varying market conditions.\239\
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\234\ On September 17, 2008, approximately 25% of prime
institutional money market funds experienced outflows greater than
5% of total assets; on September 18, 2008, approximately 30% of
prime institutional money market funds experienced outflows greater
than 5%; and on September 19, 2008, approximately 22% of prime
institutional money market funds experienced outflows greater than
5%. As noted in the Proposing Release, during that week,
approximately 27% of prime institutional money market funds
experienced redemptions of more than 20% of assets, and 22% had
outflows greater than 25%. This is based on analysis of data from
the iMoneyNet Money Fund Analyzer Database. Proposing Release, supra
note 2, at n.185.
\235\ As of January 20, 2010, assets in taxable institutional
share classes represented approximately 63% of the total assets of
money market funds, and assets in prime institutional share classes
represented approximately 37% of the total assets of money market
assets. See ICI, Money Market Mutual Fund Assets, available at
http://www.ici.org/research/stats/mmf/mm_01_21_10.
\236\ See supra text following note 217.
\237\ In support of its proposed lower liquidity levels, the ICI
stated that the 5% daily and 20% weekly thresholds ``would have met
the demands of a large majority of the prime funds with at least one
institutional share class'' and noted that between September 10
through 24, 52% of these funds had outflows of less than 5 percent,
and 22 percent experienced outflows of between 5% and 20% of assets,
which would have been covered by the thresholds recommended by the
ICI Report. Under the ICI's analysis, however, one quarter of prime
money market funds would not have been covered by the thresholds
recommended by the ICI Report, which as discussed above, we believe
is too large a proportion that might have to increase liquidity
quickly in response to sudden severe economic stress. We are not
considering the redemption levels of the week following September
19, when the Treasury Department adopted the Guarantee Program,
because we have no basis to estimate what the redemptions would have
been had the Treasury not adopted the Program. We also note that
another commenter that provided specific information on redemption
flows, a large sponsor of money market funds, reported in its
comment letter that on September 17, redemptions in its money market
funds exceeded 5% and during the week of September 15, redemptions
in the funds exceeded 20%. Federated Comment Letter.
\238\ See Proposing Release, supra note 2, at n.201 and
accompanying text. The 9% of institutional money market funds that
had redemptions exceeding 30% of assets in the week after The
Reserve Fund broke the buck accounted for 10.9% of all institutional
funds' total assets as of September 15, 2008. We estimate that under
the minimum liquidity standards we are adopting more retail funds
would have been able to satisfy the level of redemption demands than
would have institutional funds. During the week ending September 19,
2008, 3% of retail funds experienced outflows greater than 30%. This
is based on analysis of data from the iMoneyNet Money Fund Analyzer
Database.
\239\ See supra Section II.C.2 (limitations on illiquid
securities).
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Tax-Exempt Money Market Funds. As proposed, the final rule excludes
tax-exempt money market funds from the daily liquidity
requirements.\240\ Several commenters supported the proposal, noting
that these funds cannot engage in repurchase agreements and the supply
of tax-exempt securities with daily demand features is extremely
limited.\241\ One commenter, however, argued that tax-exempt funds are
subject to daily redemptions and should be subject to the required
minimum.\242\ Based on the comments we received, we continue to believe
that the different nature of the markets for tax-exempt securities
justifies exempting tax-exempt money market funds from the daily
liquidity requirements.\243\
---------------------------------------------------------------------------

\240\ See Proposing Release, supra note 2, at nn.198-99 and
accompanying text.
\241\ See, e.g., Federated Comment Letter; ICI Comment Letter.
\242\ See Fidelity Comment Letter.
\243\ We understand that most of the portfolios consist of
longer term floating and variable-rate securities with seven-day
demand features from which the fund obtains much of its liquidity,
and that they are unlikely to have investment alternatives that
would permit them to meet a daily liquidity requirement. See
Proposing Release, supra note 2, at n.199 and accompanying text.
---------------------------------------------------------------------------

Definition of Daily and Weekly Liquid Assets. As discussed above,
the new daily and weekly liquidity requirements are designed to ensure
that a money market fund has the legal right to receive cash within one
or five business days so that a fund may more easily satisfy redemption
requests during times of market stress.\244\ Like our proposal, the
final definition of ``daily liquid assets'' includes cash (including
demand deposits), Treasury securities, and securities (including
repurchase agreements) for which a money market fund has a legal right
to receive cash in one business day.\245\ Our proposed definition of
``weekly liquid assets'' included the same assets (except that the fund
would have had to have the right to receive cash in five business days
rather than one).\246\ We proposed to include Treasury securities
regardless of their maturity in the liquidity baskets because they have
been the most liquid assets during times of market stress.\247\ Indeed,
we understand that the ``flight to liquidity'' that happens during
times of uncertainty makes it easy to sell Treasury securities in even
large quantities.\248\
---------------------------------------------------------------------------

\244\ See supra note 213 and accompanying and following text.
\245\ Amended rule 2a-7(a)(8) (defining ``daily liquid asset''
to mean (i) cash; (ii) direct obligations of the U.S. Government;
and (iii) securities that will mature or are subject to a demand
feature that is exercisable and payable within one business day).
\246\ Proposed rule 2a-7(a)(32).
\247\ U.S. Treasury securities were highly liquid during the
market turmoil in 2008. See, e.g., FRB Open Market Committee Oct.
28-29 Minutes, supra note 13, at 5; Minutes of the Federal Open
Market Committee, Federal Reserve Board, Dec. 15-16, 2008, at 4,
available at http://www.federalreserve.gov/monetarypolicy/files/fomcminutes20081216.pdf.
\248\ See, e.g., Francis A. Longstaff, The Flight-to-Liquidity
Premium in U.S. Treasury Bond Prices, 77 J. Bus. 511 (July 2004).
---------------------------------------------------------------------------

Commenters supported our inclusion of Treasury securities, but many
argued that we should include additional securities.\249\ In
particular, a number of

[[Page 10079]]

commenters argued that we should also include agency notes (i.e.,
direct obligations of Federal government agencies and government-
sponsored enterprises) as daily or weekly liquid assets or in both
liquid asset baskets.\250\ We are persuaded, based on the comments we
received, that the market for very short-term agency notes is likely to
be sufficiently liquid under stressful market conditions to treat them
as weekly liquid assets. Therefore, amended rule 2a-7 includes agency
discount notes with remaining maturities of 60 days or less in the
definition of weekly liquid assets.\251\
---------------------------------------------------------------------------

\249\ See, e.g., Comment Letter of the Federal Home Loan Banks
(Sept. 8, 2009) (``FHLB Comment Letter'') (include Federal Home Loan
Bank discount notes); RidgeWorth Comment Letter (include fixed-rate
agency discount notes with maturities of 95 days or less); Victory
Cap. Mgmt. Comment Letter (include fixed-rate agency discount notes
with maturities of 397 days or less). See also Dreyfus Comment
Letter (include bank time deposits); Fidelity Comment Letter
(include shares of other money market funds). Both shares of money
market funds and bank time deposits, which some commenters advocated
we specifically include in the rule text, fall within the
definitions of daily and weekly liquid assets if they satisfy the
applicable maturity terms.
\250\ See, e.g., Comment Letter of the Capital Management of the
Carolinas (Sept. 4, 2009) (``Cap. Mgt. Carolinas Comment Letter'')
(include discount notes with maturity of 397 days or less as daily
liquid assets); Fidelity Comment Letter (include discount notes with
maturity of 397 days or less as both daily and weekly liquid
assets); ICI Comment Letter (include fixed-rate agency discount
notes with maturity of 397 days or less as weekly liquid assets); C.
Wesselkamper Comment Letter (include in daily and weekly liquid
assets Government securities with fixed rates or fixed rate
Government securities maturing in no more than 60 days). One
commenter also expressed concern about the supply of assets that
would qualify as daily or weekly liquid assets. See Fidelity Comment
Letter.
\251\ Amended rule 2a-7(a)(32) (defining ``weekly liquid
assets'' to mean (i) cash; (ii) direct obligations of the U.S.
Government; (iii) Government securities issued by a person
controlled or supervised by and acting as an instrumentality of the
Government of the United States pursuant to authority granted by the
Congress of the United States, that are issued at a discount to the
principal amount to be repaid at maturity and have a remaining
maturity of 60 days or less; and (iv) securities that will mature or
are subject to a demand feature that is exercisable and payable
within five business days).
---------------------------------------------------------------------------

Our decision to include these securities is based on our
consideration of the relative liquidity of agency discount notes during
times of extreme market stress.\252\ We compared average daily yields
for the two weeks before and the two weeks after the Lehman Brothers
bankruptcy on September 15, 2008. Between these periods, the yields for
30-day Treasury bills fell 75 percent while yields for 30-day and 60-
day agency discount notes remained essentially the same.\253\ The
yields for other money market assets increased over the same periods.
For example, the average daily yield for 90-day agency discount notes
increased four percent; while the yield for 30-day first tier financial
securities increased 23 percent.\254\ Transaction volume in agency
discount notes increased over this time period,\255\ which suggests to
us that money market funds were able to sell their shorter maturity
agency discount notes at amortized cost or higher prices.
---------------------------------------------------------------------------

\252\ Commenters who advocated including agency discount notes
in the liquid asset baskets stressed the depth of liquidity in the
secondary markets for these securities. See, e.g., Charles Schwab
Comment Letter; ICI Comment Letter; SIFMA Comment Letter; FHLB
Comment Letter (comment limited to Federal Home Loan Bank discount
notes).
\253\ Between these periods, 30-day Treasury bill average daily
yields fell from 1.53% to 0.39%; 30-day agency discount note average
daily yields held constant at 2.14%; and 60-day agency discount note
average daily yields increased from 2.25% to 2.27%. See Bloomberg
Terminal Database, US 30-Day T-Bill USGB030Y (Index); Agency
Discount Note 30 Day Yield AGDN030Y (Index); Agency Discount Note 60
Day Yield AGDN060Y (Index). We note that in September 2008, the
Federal Reserve's Open Market Trading Desk purchased discount notes
issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks
in order to support market functioning. See Press Release, Federal
Reserve Bank of New York, Statement Regarding Planned Purchases of
Agency Debt (Sept. 19, 2008), available at http://www.newyorkfed.org/markets/operating_policy_080919.html. Data
concerning the purchases are available at the Federal Reserve Bank
of New York's Permanent Open Market Operations Historical Search
webpage, available at http://www.newyorkfed.org/markets/pomo/display/index.cfm?fuseaction=showSearchForm.
\254\ Average daily yields on 90-day agency discount notes
increased from 2.35% to 2.45%. See Bloomberg, Agency Discount Note
90 Day Yield AGDN090Y (Index). In addition, average daily yields on
30-day first tier financial securities increased from 2.40% to 2.96%
and average daily yields on 30-day first tier non-financial
securities increased from 2.03% to 2.16%. See Federal Reserve
Commercial Paper Data, supra note 47 (select rates from the
preformatted data package menu and follow the instructions to
reformat the date range and download). Average daily yields on 60-
day first tier financial securities increased from 2.57% to 2.99%
and average daily yields on 60-day first tier non-financial
securities increased from 2.03% to 2.19%. See id.
\255\ See Federal Reserve Bank of New York, Primary Dealer
Statistics, available at http://www.newyorkfed.org/markets/gsds/search.cfm.
---------------------------------------------------------------------------

4. Stress Testing
We are adopting amendments to rule 2a-7 to require the board of
directors of each money market fund to adopt procedures providing for
periodic stress testing of the money market fund's portfolio.\256\
Almost all of the commenters who addressed this matter supported
requiring stress testing of fund portfolios,\257\ although several
suggested changes from our proposal.\258\
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\256\ See amended rule 2a-7(c)(10)(v).
\257\ See, e.g., J.P. Morgan Asset Mgt. Comment Letter; Tamarack
Funds Comment Letter. But see C. Wesselkamper Comment Letter (stress
testing should be an adviser's best practice).
\258\ At the suggestions of some commenters, we have made the
stress testing requirement applicable to all money market funds that
employ either the amortized cost method of valuing portfolio
securities or the penny-rounding method of pricing fund shares. See
Federated Comment Letter; TDAM Comment Letter. We believe that few,
if any, money market funds will be affected by this change.
---------------------------------------------------------------------------

Under the amended rule, a fund must adopt procedures that provide
for the periodic testing of the fund's ability to maintain a stable net
asset value per share based upon certain hypothetical events. These
include an increase in short-term interest rates, an increase in
shareholder redemptions, a downgrade of or default on portfolio
securities, and widening or narrowing of spreads between yields on an
appropriate benchmark selected by the fund for overnight interest rates
and commercial paper and other types of securities held by the
fund.\259\ Commenters differed on whether we should specify details for
stress testing in addition to these hypothetical events.\260\ Because
different tests may be appropriate for different market conditions and
different money market funds, we believe that the funds are better
positioned to design and modify their stress testing systems and have
not included more specific criteria in the rule.\261\
---------------------------------------------------------------------------

\259\ Amended rule 2a-7(c)(10)(v)(A).
\260\ See, e.g., Charles Schwab Comment Letter (opposing more
specific tests in the rule); State Street Comment Letter (same);
RidgeWorth Comment Letter (requesting that the Commission more
clearly define feasible stress testing requirements); TDAM Comment
Letter (same).
\261\ See Federated Comment Letter (different types of money
market funds should have different stress testing procedures);
Invesco Aim Comment Letter (``each investment adviser should have
the discretion to determine the appropriate assumptions and
hypothetical events for which to test.''). As discussed above,
amended rule 2a-7's new liquidity requirements require money market
funds to evaluate their liquidity needs based on their shareholder
base. See supra note 195 and preceding and accompanying text. Money
market funds should also incorporate this element in their stress
testing procedures as appropriate. See Thrivent Comment Letter.
---------------------------------------------------------------------------

The amendment requires the testing to be done at such intervals as
the fund board of directors determines appropriate and reasonable in
light of current market conditions.\262\ This is the same approach that
rule 2a-7 takes with respect to the frequency of shadow pricing.\263\
The rule does not, however, specifically require the board to design
the portfolio stress testing, as may have been suggested by our
proposing

[[Page 10080]]

release.\264\ We agree with the many commenters that asserted that the
board may not have sufficient expertise to construct appropriate stress
tests for a fund.\265\ Each board may, of course, consider the extent
to which it wishes to become involved in design of the stress tests.
---------------------------------------------------------------------------

\262\ Amended rule 2a-7(c)(10)(v)(A). Commenters differed in
their views on the appropriate intervals for testing. See, e.g.,
J.P. Morgan Asset Mgt. Comment Letter (monthly or even more
frequently); HighMark Comment Letter (quarterly under normal market
conditions); Shriver Poverty Law Ctr. Comment Letter (same). We
believe that a fund's board of directors is best positioned to
choose the appropriate frequency under different conditions. We urge
funds to adopt thresholds for testing frequency based, in part, on
the amount of the deviation of the funds market-based net asset
value per share from its amortized cost value per share similar to
many funds' thresholds for more frequent shadow pricing. Thus, we
would expect that if a fund's shadow net asset value per share
decreased to less than $0.9975, the fund would conduct stress tests
at least every week, even if the fund stress tests less frequently
under normal conditions. More frequent testing would likely allow
the fund to better understand and manage the risks to which the fund
and its shareholders are exposed.
\263\ Amended rule 2a-7(c)(8)(ii)(A)(1).
\264\ See Proposing Release, supra note 2, at text following
n.209.
\265\ See, e.g., ABA Comment Letter; HighMark Capital Comment
Letter; IDC Comment Letter.
---------------------------------------------------------------------------

The rule also requires that the board receive a report of the
results of the stress testing at its next regularly scheduled meeting,
as proposed, and more frequently, if appropriate, in light of the
results.\266\ We have added the requirement for more frequent reporting
in light of results because we believe that the board should be
apprised of test results when they indicate that the magnitude of
hypothetical events required to cause the fund to break a buck (such as
changes in interest rates or shareholder redemptions or a combination
of factors) is slight when compared with actual conditions.
---------------------------------------------------------------------------

\266\ Amended rule 2a-7(c)(10)(v)(B). We disagree with
commenters that recommended that the adviser report to the board
only annually and on an exception basis. See, e.g., Stradley Ronon
Comment Letter; Tamarack Funds Comment Letter; T. Rowe Price Comment
Letter. We believe that regular reports will allow the board more
effectively to monitor the fund's ability to withstand hypothetical
events that alone or in combination would cause the fund to break
the buck. In the Proposing Release, we asked whether we should
impose minimum liquidity requirements based on the results of a
particular stress test. See Proposing Release, supra note 2, at text
following n.216. Commenters were divided on this issue. See Fidelity
Comment Letter (against); Bankers Trust Comment Letter (in favor);
Shriver Poverty Law Ctr. (same). As discussed above, we expect that
money market funds take into consideration the results of their
stress testing in assessing their liquidity needs under the general
liquidity requirement of rule 2a-7(c)(5). See supra note 261.
---------------------------------------------------------------------------

As proposed, the report must include: (i) The date(s) on which the
fund portfolio was tested; and (ii) the magnitude of each hypothetical
event that would cause the money market fund to break the buck.\267\
The report also must include an assessment by the fund's adviser of the
fund's ability to withstand the events (and concurrent occurrences of
those events) that are reasonably likely to occur within the following
year.\268\ Finally, as proposed, funds are required to maintain records
of the stress testing for six years, the first two years in an easily
accessible place.\269\
---------------------------------------------------------------------------

\267\ Amended rule 2a-7(c)(10)(v)(B)(1).
\268\ Amended rule 2a-7(c)(10)(v)(B)(2). We do not agree with
commenters who argued that advisers should not be required to
provide an assessment of a fund's ability to withstand events that
are reasonably likely to occur within the following year. See
Charles Schwab Comment Letter; Federated Comment Letter; Stradley
Ronon Comment Letter; Vanguard Comment Letter. The rule does not
require advisers to predict the future in order to determine which
hypothetical events to use in stress testing (and we recognize that
advisers will not always be correct in their assessments of which
events are reasonably likely to occur within the following year).
Instead, the provision is designed to provide to the board some
context within which to evaluate the assessment on the magnitude of
each hypothetical event that would cause the fund to break the buck.
See Proposing Release, supra note 2, at text following n.211.
\269\ Amended rule 2a-7(c)(11)(vii).
---------------------------------------------------------------------------

D. Repurchase Agreements

Money market funds typically invest a significant portion of their
assets in repurchase agreements, many of which mature the following day
and provide an immediate source of liquidity. We are adopting, as
proposed, two amendments to rule 2a-7 that affect fund investments in
repurchase agreements for purposes of rule 2a-7's diversification
provisions.\270\
---------------------------------------------------------------------------

\270\ Amended rule 2a-7(c)(4)(ii)(A); Proposing Release, supra
note 2, at Section II.E.
---------------------------------------------------------------------------

First, we are limiting money market funds to investing in
repurchase agreements collateralized by cash items or Government
securities in order to obtain special treatment of those investments
under the diversification provisions of rule 2a-7.\271\ This change is
designed to reduce the risk that a money market fund would experience
losses upon the sale of collateral in the event of a counterparty's
default.\272\ Most commenters who addressed our proposal supported
it.\273\ Commenters also confirmed our understanding that many managers
of money market funds already look through only those repurchase
agreements that are collateralized by Government securities or cash
instruments.\274\
---------------------------------------------------------------------------

\271\ Amended rule 2a-7(a)(5) (defining the term
``collateralized fully''). The special treatment allows money market
funds to consider the acquisition of the repurchase agreement as an
acquisition of the underlying collateral for diversification
purposes. See Proposing Release, supra note 2, at n.228 and
accompanying text. Under the new rule, securities with the highest
rating, or unrated securities of comparable credit quality, will no
longer be acceptable collateral. Compare amended rule 2a-7(a)(5)
with current rule 2a-7(a)(5).
\272\ See Proposing Release, supra note 2, at n.229 and
accompanying text.
\273\ See Bankers Trust Comment Letter; BlackRock Comment
Letter; HighMark Capital Comment Letter; RidgeWorth Comment Letter.
Two commenters opposed the proposal. Wells Fargo made a number of
arguments based on the premise that the change will prevent money
market funds from investing in repurchase agreements collateralized
by non-government securities. The rule, however, does not restrict
funds from investing in repurchase agreements. Instead, it limits
the circumstances under which a fund may look through the repurchase
agreement to the underlying collateral for diversification purposes.
A money market fund will continue to be able to invest in repurchase
agreements collateralized by other types of assets, although the
securities will not be eligible for special treatment under the
diversification provisions. Another commenter asserted that the
limitation is unnecessary if a fund evaluates the creditworthiness
of the counterparty or if it adequately values the collateral in
light of rule 2a-7(c)'s minimal credit risk determination. See Am.
Securit. Forum Comment Letter. As discussed above and in the
Proposing Release, we are adopting this provision to protect against
circumstances in which the fund may be unable to obtain its
collateral or the full value of that collateral.
\274\ See Federated Comment Letter (Federated has never relied
on the diversification look-through approach for repurchase
agreements collateralized by non-government securities); ICI Comment
Letter (ICI members typically adopt the look-through approach only
for repurchase agreements collateralized by cash items and
government securities). See also Fitch Ratings, Money Market Funds
Special Report, U.S. Prime Money Market Funds: Managing Portfolio
Composition to Address Credit and Liquidity Risks (Aug. 14, 2009)
(``Fitch Report''), at 6 available at http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=462366 (reporting that
after the end of 2008 ``a number of advisors to Fitch-rated U.S.
prime money market funds * * * significantly amended their
investment policies with respect to repurchase agreements
counterparties and collateral schedules''; the amendments include,
among others, ``[r]educed acceptance of repurchase agreement
collateral other than U.S. Treasury and agency securities'').
---------------------------------------------------------------------------

Second, we are reinstating the requirement that the money market
fund's board of directors or its delegate evaluate the creditworthiness
of the repurchase agreement's counterparty in order for the fund to
take advantage of the special look-through treatment under rule 2a-7's
diversification provisions.\275\ The effect of this amendment is to
require a fund adviser to determine that the counterparty is a
creditworthy institution, separate and apart from the value of the
collateral supporting the counterparty's obligation under the
repurchase agreement.\276\
---------------------------------------------------------------------------

\275\ See amended rule 2a-7(c)(4)(ii)(A). We eliminated the
requirement in 2001. See Proposing Release, supra note 2, at nn.230-
33 and accompanying text. Three commenters specifically supported
the change. See BlackRock Comment Letter; HighMark Capital Comment
Letter; Shriver Poverty Law Ctr. Comment Letter.
\276\ A number of commenters argued that the evaluation should
not be the board's responsibility. See, e.g., IDC Comment Letter;
Comment Letter of the North Carolina Capital Management Trust--
Independent Trustees (Sept. 8, 2009). We note that rule 2a-7(e)
allows a board to delegate the creditworthiness evaluation to the
fund's investment adviser or officers, under guidelines and
procedures that the board establishes and reviews.
---------------------------------------------------------------------------

We are not adopting an approach suggested by some of the commenters
that the evaluation of a repurchase agreement should be limited to the
credit risk determination already required by rule 2a-7(c)(3) with
regard to the purchase of any security.\277\ That

[[Page 10081]]

approach would not require a fund to evaluate separately the
creditworthiness of the counterparty in order to take advantage of the
special look-through treatment for diversification purposes. Under that
approach, the fund's evaluation of a repurchase agreement could be
based primarily or exclusively on the quality of the collateral. As we
explained in the Proposing Release, in the midst of a market disruption
caused by the default of a counterparty, a money market fund may find
it difficult to protect fully its collateral without incurring
losses.\278\ The amendment is designed to avoid such losses by
requiring money market funds to evaluate the creditworthiness of the
counterparty in order to limit exposure to less creditworthy
institutions.
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\277\ Three commenters argued that the proposed creditworthiness
evaluation is unnecessary because it is already an element of the
minimal credit risk determination that a fund makes pursuant to rule
2a-7(c)(3). See Federated Comment Letter; ICI Comment Letter; IDC
Comment Letter. Two other commenters recommended that the applicable
standard be the minimal credit risk evaluation. See Fidelity Comment
Letter; Stradley Ronon Comment Letter.
\278\ Proposing Release, supra note 2, at n.233 and accompanying
text.
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E. Disclosure of Portfolio Information

1. Public Web Site Posting
We are amending rule 2a-7 to require money market funds to disclose
information about their portfolio holdings each month on their Web
sites. The disclosure will provide greater transparency of portfolio
information in a manner convenient for most investors. The amendment is
designed to give investors a better understanding of the current risks
to which the fund is exposed, strengthening their ability to exert
influence on risk-taking by fund advisers.
Commenters generally supported requiring money market funds to post
portfolio information monthly, although several urged us to revise the
amendments in certain ways.\279\ The amendments we are today adopting
are substantially similar to those we proposed, with modifications to
(i) The information required to be disclosed, (ii) the time within
which a fund must post its portfolio holdings information, and (iii)
the length of time a fund must maintain the information on its Web
site. We discuss each of these modifications below.
---------------------------------------------------------------------------

\279\ See, e.g., Assoc. for Fin. Professionals Comment Letter;
SIFMA Comment Letter; Vanguard Comment Letter.
---------------------------------------------------------------------------

Information Required to be Disclosed. As proposed, the amendments
to rule 2a-7 would have required a fund to disclose the fund's schedule
of investments, as prescribed by rules 12-12 through 12-14 of
Regulation S-X,\280\ identifying, among other things, the issuer, the
title of the issue, the principal amount, the interest rate, the
maturity date, and the current amortized cost of the security.\281\
Several commenters asserted that requiring the information specified in
rules 12-12 through 12-14 of Regulation S-X would include information
that would not be helpful to investors. They urged us instead to
require information about money market fund portfolios that would
better fit the needs of investors seeking information relevant to their
investment decisions.\282\ For example, some commenters noted that
under the proposed amendments a fund would be required to classify and
subtotal securities by industry, provide detailed restricted securities
disclosures, and provide detailed information regarding repurchase
agreement counterparties and collateral. One also noted that under the
proposal funds may be required to provide certain notes required by
generally accepted accounting principles (``GAAP''), as many funds do
for filings on Form N-Q.\283\ Commenters asserted that these
requirements would unnecessarily complicate the disclosure, be of
little interest or benefit to investors, be difficult to comply with,
and would impose a significant additional burden on money market funds.
They suggested modifying the disclosure requirements to exclude some of
the detail.\284\
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\280\ 17 CFR 210.12-12--12-14.
\281\ Proposed rule 2a-7(c)(12). As discussed below, all of
these enumerated items are required under amended rule 2a-7(c)(12).
\282\ See, e.g., BlackRock Comment Letter; GE Asset Mgt. Comment
Letter; Invesco Aim Comment Letter.
\283\ See ICI Comment Letter.
\284\ See, e.g., BlackRock Comment Letter; Fidelity Comment
Letter; ICI Comment Letter.
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We are revising the information about portfolio holdings that funds
must disclose on their Web sites. Instead of referring to Regulation S-
X as we proposed, we are listing in rule 2a-7(c)(12) the information
that funds must disclose.\285\ These revisions more closely tailor the
required information to the needs of money market fund investors and
others who seek information about fund holdings through Internet Web
sites. For example, rule 12-12 of Regulation S-X requires funds to
disclose the subtotal of each category of investments, subdivided by
business grouping or investment type. We agree with commenters who
argued that this level of detail, although appropriate for financial
statements, is unnecessary in a fund's Web site disclosures to
investors.\286\ For investors who may prefer to obtain the more
detailed information, it will continue to be available in money market
funds' quarterly Form N-CSR and Form N-Q filings.\287\ As discussed
below, detailed information also will be available on a fund's filings
on Form N-MFP.\288\
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\285\ Rules 12-12 through 12-14 of Regulation S-X require, and
the proposed rule amendments would have required, in addition to the
information required by rule 2a -7(c)(12), the following
information, which we believe is not critical to be made available
to investors on money market fund Web sites: (i) The subtotals for
each category of investments, subdivided by business grouping or
investment type, with their percentage value compared to net assets;
(ii) for repurchase agreements, showing for each, among other
things, the date of the agreement, the total amount to be received
upon repurchase, the repurchase date, and a description of the
securities that are subject to the repurchase agreement; (iii) for
restricted securities (1) as to each such issue (a) The acquisition
date, (b) the carrying value per unit of investment at date of
related balance sheet, and (c) the cost of such securities, (2) as
to each issue acquired during the year preceding the date of the
related balance sheet, the carrying value per unit of investment of
unrestricted securities of the same issuer at (a) The day the
purchase price was agreed to, (b) the day on which an enforceable
right to acquire such securities was obtained, and (c) the aggregate
value of all restricted securities and the percentage which the
aggregate value bears to net assets; (iv) the aggregate gross
unrealized appreciation for all securities in which there is an
excess of value over tax cost; (v) the aggregate gross unrealized
depreciation for all securities in which there is an excess of tax
cost over value; (vi) the net unrealized appreciation or
depreciation; (vii) the aggregate cost of securities for Federal
income tax purposes; (viii) disclosure of investments in non-
securities; (ix) the amount of equity in net profit and loss for the
period; and (x) the dollar amount of dividends or interest in
investments in affiliates.
\286\ See supra note 282.
\287\ Money market funds must provide a full schedule of their
portfolio holdings in quarterly filings to the Commission, within 60
days after the end of the quarter. See Form N-CSR [17 CFR 274.128]
(form used by registered management investment companies to file
shareholder reports); Form N-Q [17 CFR 274.130] (form used by
registered management investment companies to file quarterly reports
of portfolio holdings after the first and third quarters).
\288\ See infra Section II.E.2.
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As amended, rule 2a-7(c)(12) will require funds to disclose monthly
with respect to each security held: (i) The name of the issuer; (ii)
the category of investment (e.g., Treasury debt, government agency
debt, asset backed commercial paper, structured investment vehicle
note); (iii) the CUSIP number (if any); (iv) the principal amount; (v)
the maturity date as determined under rule 2a-7 for purposes of
calculating weighted average maturity; (vi) the final maturity date, if
different from the maturity date previously described; (vii) coupon or
yield; and (viii) the amortized cost value.\289\ In addition, the
amendments require funds to disclose their overall weighted average
maturity and weighted

[[Page 10082]]

average life maturity of their portfolios.\290\ The information
required is substantially the same as was proposed but eliminates some
of the details required by Regulation S-X, to which investors will
continue to have access in the fund's quarterly filings.\291\
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\289\ Amended rule 2a-7(c)(12)(ii). We have added disclosure of
the security's CUSIP number as an item of the web disclosure, which
is designed to help users identify the securities in the fund's
portfolio. We proposed and are adopting CUSIP number reporting on
Form N-MFP, and commenters did not object to this reporting. See
infra note 306 and accompanying text.
\290\ Amended rule 2a-7(c)(12)(i). We proposed to require that
funds disclose this information on Form N-MFP, which we indicated we
intended to make public. Some commenters also recommended we include
these disclosure items in funds' Web site disclosures. See Assoc.
Fin. Professionals Comment Letter; BlackRock Comment Letter;
Fidelity Comment Letter.
\291\ As discussed above, the proposed amendments to rule 2a-7
would have required money market funds to disclose on their Web
sites their monthly schedule of investments in accordance with rules
12-12 to 12-14 of Regulation S-X. To avoid unnecessarily duplicative
disclosure obligations, we also proposed to amend rule 30b1-5 to
exempt money market funds from Item 1 of Form N-Q, which similarly
requires funds to disclose their schedule of investments in
accordance with rules 12-12 to 12-14 of Regulation S-X in quarterly
filings with the Commission. Because we have revised the Web site
disclosure requirement not to include certain items in rules 12-12
to 12-14 of Regulation S-X, the disclosure requirements of rule 2a-7
and Item 1 of Form N-Q are no longer duplicative. As a result, we
are not adopting the proposed amendments to rule 30b1-5.
---------------------------------------------------------------------------

Time of Posting Information on Web site. The amended rule requires
funds to post the portfolio information, current as of the last
business day of the previous month, no later than the fifth business
day of the month.\292\ Under the proposed amendments, a fund would have
been required to post the portfolio information on its Web site no
later than the second business day of the month.\293\ We have extended
the time in response to commenters that asserted that the second
business day deadline would not provide funds with enough time to
compile, review, and post the required portfolio information
accurately.\294\
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\292\ Amended rule 2a-7(c)(12).
\293\ Proposed rule 2a-7(c)(12).
\294\ See, e.g., BlackRock Comment Letter; Charles Schwab
Comment Letter; T. Rowe Price Comment Letter; Vanguard Comment
Letter. One commenter estimated that compliance with the proposed
second business day deadline would cost $1.5 million initially and
$220,000 annually. See Fidelity Comment Letter. The recommended
deadlines submitted by commenters ranged from 5 business days to 15
or 30 business days after the end of each month. In light of the
modifications we are making to the information that must be posted
on the fund's Web site, as discussed above, we believe that
lengthening the deadline to five business days should provide funds
sufficient time to compile, review, and post the portfolio holding
information accurately. We also note that a five business day
deadline will typically mean seven calendar days and, when holidays
intervene, eight calendar days.
---------------------------------------------------------------------------

Maintenance of Information on the Web site. Portfolio information
must be maintained on the fund's Web site for no less than six months
after posting.\295\ We have reduced the maintenance period from the
proposed twelve months in response to commenters.\296\ Many commenters
stated that the proposed twelve-month maintenance period was too
long.\297\ Half of these commenters recommended a six-month period,
asserting that historical portfolio holdings information could be
obtained from publicly available semi-annual filings with the
Commission.\298\ Other commenters recommended that no historical data
be maintained on a fund's Web site at all.\299\ We believe that it is
important for investors to be able to compare current holdings
information with previous holdings information from which they (or
others analyzing the data) may discern trends. However, because
historical portfolio holdings information is available to investors in
semi-annual filings to the Commission, we have determined to reduce the
maintenance period to six months.\300\
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\295\ Amended rule 2a-7(c)(12). The amended rule also requires
funds to provide a link to a Securities and Exchange Commission Web
page where a user may obtain access to the fund's most recent 12
months of publicly available filings on Form N-MFP. Amended rule 2a-
7(c)(12)(iii).
\296\ Proposed rule 2a-7(c)(12).
\297\ See Comment Letter of Clearwater Analytics, LLC (Sept. 7,
2009) (``Clearwater Comment Letter''); Comment Letter of Data
Communiqu[eacute] (Sept. 8, 2009) (``Data Communiqu[eacute] Comment
Letter''); Dreyfus Comment Letter; Fidelity Comment Letter; Fifth
Third Comment Letter; GE Asset Mgt. Comment Letter; SIFMA Comment
Letter; T. Rowe Price Comment Letter.
\298\ See Dreyfus Comment Letter; Fifth Third Comment Letter;
SIFMA Comment Letter; T. Rowe Price Comment Letter.
\299\ See Clearwater Comment Letter; Data Communiqu[eacute]
Comment Letter (investors ``only interested in the most recent
data''); Fidelity Comment Letter; GE Asset Mgt. Comment Letter.
\300\ Two commenters stated that retaining portfolio holdings
information on a fund's Web site for no more than six months would
be consistent with the current requirements for portfolio holdings
of open-end management investment companies. See Fifth Third Comment
Letter; T. Rowe Price Comment Letter.
---------------------------------------------------------------------------

2. Reporting to the Commission
We are adopting a new rule requiring money market funds to provide
the Commission a monthly electronic filing of more detailed portfolio
holdings information. The information will permit us to create a
central database of money market fund portfolio holdings, which will
enhance our oversight of money market funds and our ability to respond
to market events.\301\ As discussed further below, the information will
also be made public on a delayed basis.
---------------------------------------------------------------------------

\301\ As we explained in the Proposing Release, our current
information on money market portfolio holdings is limited to
quarterly reports filed with us which, due to the high turnover rate
of portfolio securities, quickly become stale. See Proposing
Release, supra note 2, at Section II.F.2.
---------------------------------------------------------------------------

New rule 30b1-7 requires money market funds to report portfolio
information on new Form N-MFP. We received 49 comment letters on the
proposed rule and form, most of which supported enhancing our oversight
capabilities. Many of these commenters suggested technical
modifications, a number of which we are adopting, as discussed
below.\302\ The rule and form that we are adopting today are
substantially similar to what we proposed.\303\
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\302\ See, e.g., Charles Schwab Comment Letter; Stradley Ronon
Comment Letter; Tamarack Funds Comment Letter.
\303\ In September 2009, we adopted interim final temporary rule
30b1-6T. Disclosure of Certain Money Market Fund Portfolio Holdings,
Investment Company Act Release No. 28903 (Sept. 18, 2009) [74 FR
48376 (Sept. 23, 2009)] (``Rule 30b1-6T Release''). We therefore
have adopted proposed rule 30b1-6 as rule 30b1-7. The portfolio
securities information that money market funds currently must report
each quarter (pursuant to rule 30b1-5) is less timely and more
limited in scope, and includes information about the issuer, the
title of the issue, the balance held at the close of the period, and
the value of each item at the close of the period. See Item 1 of
Form N-Q [17 CFR 274.130] and Item 6 of Form N-CSR [17 CFR 274.128]
(requiring funds to include a schedule of investments as set forth
in rule 12-12 through 12-14 of Regulation S-X [17 CFR 210.12-12--12-
14]).
---------------------------------------------------------------------------

Information. Money market funds must report on Form N-MFP, with
respect to each portfolio security held on the last business day of the
prior month, the following items: \304\ (i) The name of the issuer;
(ii) the title of the issue, including the coupon or yield; \305\ (iii)
the CUSIP number; \306\ (iv) the category of investment (e.g., Treasury
debt, government agency debt, asset backed commercial paper, structured
investment vehicle note, repurchase agreement \307\); (v) the NRSROs

[[Page 10083]]

designated by the fund, the credit ratings given by each NRSRO, and
whether each security is first tier, second tier, unrated, or no longer
eligible; (vi) the maturity date as determined under rule 2a-7, taking
into account the maturity shortening provisions of rule 2a-7(d); (vii)
the final legal maturity date, taking into account any maturity date
extensions that may be effected at the option of the issuer; (viii)
whether the instrument has certain enhancement features; \308\ (ix) the
principal amount; (x) the current amortized cost value; \309\ (xi) the
percentage of the money market fund's assets invested in the security;
\310\ (xii) whether the security is an illiquid security (as defined in
amended rule 2a-7(a)(19)); \311\ and (xiii) ``Explanatory notes.''
\312\ Form N-MFP also requires funds to report to us information about
the fund,\313\ including information about the fund's risk
characteristics such as the dollar weighted average maturity of the
fund's portfolio and its seven-day gross yield.\314\
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\304\ We have revised the form's general instructions to clarify
that a filer may amend the form at any time. See Form N-MFP at
General Instruction A.
\305\ We understand that the title of an issue typically
includes the coupon or yield of the instrument, and we have revised
Item 27 to require this information, if applicable.
\306\ Item 20 of proposed Form N-MFP would have required a fund
to disclose the CIK of the issuer. Several commenters suggested that
the form not require the issuer's CIK because the CIK is not a
widely used identifier for money market instruments and is not
generally maintained by money market funds. See, e.g., Dreyfus
Comment Letter; Federated Comment Letter; SIFMA Comment Letter. Form
N-MFP, as adopted, only requires the issuer's CIK number if the
security does not have a CUSIP number and the issuer has a CIK. Item
28 and Item 30 of Form N-MFP. If the security does not have a CUSIP
number, the fund must provide a unique identifier for the security
if there is one. Item 29 of Form N-MFP.
\307\ For repurchase agreements we are also requiring funds to
provide additional information regarding the underlying collateral.
Item 32 of Form N-MFP. This information would have been required
under our proposed amendments to rule 2a-7 regarding the Web site
disclosure of portfolio holdings. Although we continue to believe
that the information is important to understanding the risks
associated with a repurchase agreement and should be readily
available to investors who seek it, we agree with commenters who
asserted that that level of detail may not be necessary on the Web
site disclosure. Fidelity Comment Letter (``detailed information
regarding repurchase agreement counterparties and collateral'' is
contained across multiple systems); ICI Comment Letter. Accordingly,
we have added the disclosure requirement to Form N-MFP.
\308\ At the suggestion of one commenter, we are incorporating
defined terms from amended rule 2a-7 into Form N-MFP. See Federated
Comment Letter. The form requires a fund to report: (i) Whether the
instrument has a ``demand feature'' (as defined in amended rule 2a-
7(a)(9)); (ii) the identity of the issuer of the demand feature;
(iii) the designated NRSRO(s) for the demand feature or its
provider; (iv) the credit rating provided by each designated NRSRO,
if any; (v) whether the instrument has a ``guarantee'' (as defined
in amended rule 2a-7(a)(17)); (vi) the identity of the guarantor;
(vii) the designated NRSRO(s) for the guarantee or guarantor; (viii)
the credit rating provided by each designated NRSRO, if any; (ix)
whether the instrument has any other enhancements (i.e., other than
a demand feature or guarantee); (x) the type of enhancement; (xi)
the identity of the enhancement provider; (xii) the designated
NRSRO(s) for the enhancement or enhancement provider; and (xiii) the
credit rating provided by each designated NRSRO, if any. See Items
37-39 of Form N-MFP.
\309\ Under Item 37 of proposed Form N-MFP, a fund would have
had to provide the amortized cost of a security to the nearest
hundredth of a cent. Commenters pointed out that fund accounting
systems carry costs of securities in whole cents, and recommended
that funds therefore be required to report the amortized cost to the
nearest cent. See, e.g., Dreyfus Comment Letter; ICI Comment Letter;
State Street Comment Letter. We therefore have revised the form to
require the amortized cost of each portfolio security to the nearest
cent. Item 41 of Form N-MFP.
\310\ Under Item 39 of proposed Form N-MFP, a fund would have
had to disclose the percentage of gross assets invested in the
security. We have revised the form to require that funds disclose
the percentage of net assets invested in the security (Item 42 of
Form N-MFP) to conform to existing disclosure requirements. See rule
12-12 of Regulation S-X.
\311\ See Item 44 of Form N-MFP. We have added this disclosure
requirement at the suggestion of one commenter who believed that it
would be useful for us to know if different funds have taken
different positions regarding the liquidity of a commonly held
security. See Federated Comment Letter. Conversely, we are not
adopting proposed Item 38, which would have required funds to
disclose whether the inputs used in determining the value of the
securities are Level 1, Level 2, or Level 3, if applicable. See
Financial Accounting Standards Board, Statement of Financial
Accounting Standards No. 157, ``Fair Value Measurement,'' available
at http://www.fasb.org/cs/BlobServer?blobcol=urldata&blobtable=MungoBlobs&blobkey=id&blobwhere=1175818754924&blobheader=application%2Fpdf. Commenters explained
that industry practice is to categorize all securities valued
through reference to amortized cost as Level 2. See, e.g., Dreyfus
Comment Letter; ICI Comment Letter. We understand that industry
practice is to determine the value of an illiquid security using
Level 3 inputs. Requiring funds to disclose whether a security is
illiquid will provide comparable information regarding the
classification of the security.
\312\ See Item 43 of Form N-MFP. This item permits funds to add
miscellaneous information that may be material to other disclosure
in the form.
\313\ As proposed, many of the items would have been disclosed
with regard to each series of the fund. As adopted, however, we are
requiring that funds provide some of this information with regard to
each class of the fund, where relevant (e.g., minimum initial
investment and flow activity). We believe that class-specific
information about these items will be more useful for analysis. We
also understand that funds typically maintain this information with
regard to each class of the fund. For example, funds are required to
disclose class-specific information about net assets and flow
activities in financial statements. See Rules 6-04 and 6-09 of
Regulation S-X. Therefore we do not believe that requiring certain
information on a class basis will be any more burdensome than what
we proposed. See also Clearwater Comment Letter (suggesting that
total net asset value should be disclosed on a class-level basis).
\314\ We also have revised or augmented some of the disclosure
items of Form N-MFP. In addition to the seven-day gross yield, the
form as adopted requires the fund's seven-day net yield for each
class as calculated under Item 26(a)(1) of Form N-1A. Item 24 of
Form N-MFP. Item 15 of proposed Form N-MFP would have required that
a fund provide its net shareholder flow activity for the month
ended. As adopted, Form N-MFP requires the net shareholder flow
information for each class and also requires the fund to provide the
gross subscriptions and redemptions for the month from which the net
shareholder flow is calculated. Item 23 of Form N-MFP. Item 9 of
proposed Form N-MFP would have required a fund to indicate if the
fund was primarily used to invest cash collateral. One commenter
stated that the term ``cash collateral'' is ambiguous (it could
include corporate trust accounts and escrows as well as collateral
for securities loans or over-the-counter derivatives) and that it
would be difficult for a fund to know when it is being used
``primarily'' for these investments. See Federated Comment Letter.
As adopted, Form N-MFP does not require this information. Items 12-
14 of proposed Form N-MFP would have required certain assets and
liabilities information to the nearest hundredth of a cent. We have
slightly revised these items to conform to accounting conventions
and added an item for the net assets of the class. Items 13-16 and
21-22 of Form N-MFP. In addition, in response to commenters'
assertion that fund accounting systems only carry costs in whole
cents, Form N-MFP as adopted requires this information to the
nearest cent. Id.
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Money market funds also must report on Form N-MFP the market-based
values of each portfolio security \315\ and the fund's market-based net
asset value per share, with separate entries for values that do and do
not take into account any capital support agreements into which the
fund may have entered.\316\ When we proposed Form N-MFP, we solicited
comment on requiring funds to report market-based values, including the
value of any capital support agreement, on the form.\317\ Two
commenters supported requiring money market funds to report market-
based values to the Commission.\318\ Other commenters objected to the
public disclosure of market-based values.\319\ We have decided to
require market-based information in the monthly reports, because it
will assist us in our understanding of fund portfolio valuation
practices as well as the potential risks associated with a fund, e.g.,
a fund that has a market-based net asset value that suggests that it
may be at risk of breaking the buck. The information regarding capital
support agreements will help show the extent to which the funds'
valuations depend on external support agreements.
---------------------------------------------------------------------------

\315\ See Items 45-46 of Form N-MFP. It should be noted that
Form N-MFP requires the total market-based value of each portfolio
security, not the per-unit price of the security.
\316\ See Item 18 (shadow NAV of the series) and Item 25 of Form
N-MFP (shadow NAV of each class).
\317\ See Proposing Release, supra note 2, at paragraph
accompanying n.253.
\318\ See Fund Democracy/CFA Comment Letter (``We strongly
support the SEC's proposal to require that additional information be
filed with the Commission on a temporarily confidential basis. It is
critical that the Commission be able to gauge the stability of the
MMF industry on an ongoing basis. * * * We believe strongly that the
values at which MMFs are carrying portfolio securities is the most
important piece of information for monitoring potential liquidity
problems.''); Tamarack Funds Comment Letter.
\319\ See, e.g., ABA Comment Letter; Dreyfus Comment Letter;
Goldman Sachs Comment Letter; Tamarack Funds Comment Letter.
---------------------------------------------------------------------------

Public availability. Under rule 30b1-7, the information contained
in the portfolio reports that money market funds file with the
Commission on Form N-MFP will be available to the public 60 days after
the end of the month to which the information pertains.\320\ Although
the portfolio information and other information reported to the
Commission on Form N-MFP is not

[[Page 10084]]

primarily designed for individual investors, we anticipate that many
investors, as well as academic researchers, financial analysts, and
economic research firms, will use this information to study money
market fund holdings and evaluate their risk. Their analyses may help
other investors and regulators better understand risks in money market
fund portfolios.\321\ Therefore we believe that it is important to make
this information publicly available.
---------------------------------------------------------------------------

\320\ Rule 30b1-7(b). As discussed above, money market fund
portfolio information will be required to be posted on fund Web
sites within five business days after the end of the month. See
supra notes 292-294 and accompanying text.
\321\ See Proposing Release, supra note 2, at paragraph
accompanying n.245. See also Clearwater Comment Letter (``[R]egular
disclosure will also allow third-party analytics and reporting
providers to make meaningful comparisons of money funds and
highlight certain characteristics that are of interest to investors
and the market generally.'').
---------------------------------------------------------------------------

In the Proposing Release, we stated that we expected to make the
information filed on Form N-MFP available to the public on a delayed
basis, and we also requested comment on whether the rule should require
funds to report, and therefore disclose to the public, the market-based
valuations of the portfolio securities and of the net asset value of
the fund.\322\ As discussed further below, commenters' objections to
public availability of the information collected on Form N-MFP
generally fell into two categories--the competitive effects of
portfolio information and the potentially de-stabilizing effects of
market-based value information. We address each objection in turn.
---------------------------------------------------------------------------

\322\ We stated that we intended to make Form N-MFP information
public two weeks after the filing of the form. See Proposing
Release, supra note 2, at paragraph accompanying n.245.
---------------------------------------------------------------------------

First, some commenters objected to the disclosure of information
filed on Form N-MFP because of its competitive effects on funds or fund
managers. Three commenters argued that the information to be provided
on the form is proprietary, sensitive, or confidential in nature.\323\
Others expressed concern that making the information public could
result in ``investor confusion.'' \324\ Two other commenters, however,
supported making Form N-MFP information available to the public on a
delayed basis.\325\ One of them emphasized the positive effect that
public disclosure can have on portfolio management practices.\326\
---------------------------------------------------------------------------

\323\ See BlackRock Comment Letter; Federated Comment Letter; T.
Rowe Price Comment Letter.
\324\ See, e.g., Fidelity Comment Letter; GE Asset Mgt. Comment
Letter; Vanguard Comment Letter. Some commenters stated that the
monthly fund Web site postings would provide sufficient transparency
for investors. See, e.g., Fifth Third Comment Letter; ICI Comment
Letter; Vanguard Comment Letter.
\325\ See Fund Democracy/CFA Comment Letter; Comment Letter of
J.P. Morgan Investor Services Co. (Sept. 4, 2009).
\326\ See Fund Democracy/CFA Comment Letter.
---------------------------------------------------------------------------

We believe commenters overstated the competitive risks for money
market funds of public access to the fund's information. As we
discussed in the Proposing Release, the risks of trading ahead of funds
are severely curtailed in the context of money market funds, because of
the short-term nature of money market fund investments and the
restricted universe of eligible portfolio securities.\327\ For similar
reasons, we believe that the potential for ``free riding'' on a money
market fund's investment strategies, i.e., obtaining for free the
benefits of fund research and investment strategies, is minimal.
Because shares of money market funds are ordinarily purchased and
redeemed at the stable price per share, we believe that there would be
relatively few opportunities for profitable arbitrage by investors.
Moreover, most funds currently disclose their current portfolios on
their Web sites, and much of the information contained in Form N-MFP is
already available through other publicly available filings with the
Commission, albeit on a less frequent basis.\328\
---------------------------------------------------------------------------

\327\ See Proposing Release, supra note 2, at n.379 and
accompanying and following text; ICI Report, supra note 14, at 93
(``Because of the specific characteristics of money market funds and
their holdings * * * the frontrunning concerns are far less
significant for this type of fund. For example, money market funds'
holdings are by definition very short-term in nature and therefore
would not lend themselves to frontrunning by those who may want to
profit by trading in a money market fund's particular holdings. Rule
2a-7 also restricts the universe of Eligible Securities to such an
extent that frontrunning, to the extent it exists at all, tends to
be immaterial to money market fund performance.'').
\328\ As noted above, money market funds must provide a full
schedule of their portfolio holdings in quarterly filings to the
Commission. See supra note 287.
---------------------------------------------------------------------------

Second, many commenters objected to the disclosure of the market-
based values of portfolio securities and of fund net asset value per
share, because of the possible destabilizing effects on money market
funds. These commenters stated that disclosure of market-based values
would result in investor confusion and alarm that could result in
redemption requests that exacerbate pricing deviations.\329\ One
commenter supported the disclosure of market-based net asset values,
stating that the disclosure could provide discipline to managers
operating their funds near the level of breaking the buck, and would
level the informational playing field for less sophisticated
investors.\330\ Another commenter supported only the public disclosure
of market-based portfolio securities values.\331\
---------------------------------------------------------------------------

\329\ See, e.g., ABA Comment Letter; T. Rowe Price Comment
Letter; USAA Comment Letter (redemptions might lead to greater
volatility in cash flows and increase the instability of the fund).
In addition, one commenter stated that the investor confusion might
result in additional costs for funds due to the need to answer
investor inquiries. See Dreyfus Comment Letter.
\330\ See Shadow FRC Comment Letter.
\331\ See Clearwater Comment Letter.
---------------------------------------------------------------------------

We appreciate the risks that are involved with the real-time public
disclosure of a fund's market-based portfolio and net asset values.
Money market funds normally pay redeeming shareholders $1.00 per share
even if their market-based net asset value is less than $1.00. These
redemptions can hurt the fund's remaining shareholders because the
realized and unrealized losses are spread across fewer shares, further
depressing the fund's market-based net asset value. If enough
shareholders redeem shares under these conditions, the fund, absent a
capital contribution by its investment adviser or another person, can
break the buck, causing remaining shareholders to receive less than
$1.00 per share. We believe that many institutional investors are
currently well aware of this dynamic. If more shareholders understand
the mechanical relationship between shareholder redemptions and market-
based net asset value, the disclosure of a market-based net asset value
below $1.00 might precipitate a run on the fund. If one fund were to
fail for this reason, runs might develop in other money market funds,
even those with relatively high market-based net asset values.
Notwithstanding these risks, we believe that shareholders will
benefit from knowing the monthly market-based net asset values of money
market funds.\332\ We anticipate that the public availability of these
values will help investors make better informed decisions about whether
to invest, or maintain their investments, in money market funds. This
disclosure will indicate the extent to which the fund is managing its
portfolio to achieve its fundamental objective of maintaining a stable
net asset value. In addition, if market-based prices indicate
significant risks in a fund's portfolio, investors, advisers and others
can have a more meaningful dialogue with the fund's manager about such
risks and any plans the fund manager may have to address any discounts
between the market-based net asset value and the stable net asset
value. This type of dialogue already

[[Page 10085]]

takes place between sophisticated investors and funds that disclose
portfolio information on a current basis. These sophisticated, often
institutional, investors have the resources to estimate current market
values and make purchase and redemption decisions on the basis of
information that, in the past, has been beyond the reach of most retail
investors.
---------------------------------------------------------------------------

\332\ Adequate disclosure to investors is a fundamental
principle of the Commission's regulatory mandate. See, e.g., section
1(b), 1(b)(1) of the Investment Company Act (``[N]ational public
interest and the interests of investors are adversely affected * * *
when investors purchase, pay for, exchange, * * * sell, or surrender
securities issued by investment companies without adequate,
accurate, and explicit information * * *.'').
---------------------------------------------------------------------------

As a collateral effect, we expect that the public disclosure of
monthly market-based net asset values may have the effect of
discouraging a fund's portfolio manager from taking risks that might
reduce the fund's market-based net asset value.\333\ We also anticipate
that such disclosure may lead to greater cash flows into funds that
have a smaller discount from the $1.00 NAV (or less historical
volatility in that discount). This disclosure, which will provide
values that include and exclude the effect of any capital support
agreements, might also have the effect of encouraging funds that have
affiliates to request financial support or other appropriate measures
as soon as problems develop. Such support or other measures could
provide greater stability to money market funds.
---------------------------------------------------------------------------

\333\ See Fund Democracy/CFA Comment Letter (``[G]reater
transparency should provide a strong incentive for funds to avoid
the excessively risky practices that lead to instability and
encourage redemption.'').
---------------------------------------------------------------------------

Nevertheless, we understand commenters' concerns that the
disclosure of certain fund information, including market-based values,
might result in investor confusion and alarm, at least in the short
term, that could result in redemption requests that exacerbate pricing
deviations.\334\ In response to these and other concerns discussed
above, we are delaying the public availability of the information filed
on Form N-MFP for 60 days after the end of the reporting period.\335\
This 60-day delay in public availability mirrors the current 60-day lag
under other rules between the end of a fund's reporting period and the
public filing of portfolio information with the Commission.\336\ In
addition, funds currently are required to file twice a year a public
report that includes the fund's market-based net asset value, within 60
days after the end of the reporting period.\337\
---------------------------------------------------------------------------

\334\ See supra note 329 and accompanying text.
\335\ Rule 30b1-7(b).
\336\ Funds are required to file each quarter with the
Commission portfolio holdings reports, which are available to the
public, within 60 days after the end of the quarter. See supra note
287.
\337\ Money market funds currently must disclose their mark-to-
market net asset value per share, to four decimals, twice a year in
their Form N-SAR filings [17 CFR 274.101]. See Sub-Item 74W of Form
N-SAR. Form N-SAR must be filed with the Commission no later than
the 60th day after the end of the fiscal period for which the report
is being prepared. See General Instruction C to Form N-SAR.
Information supplied on Form N-SAR is publicly available on EDGAR
and in the public files of the Commission. See General Instruction A
to Form N-SAR.
---------------------------------------------------------------------------

We anticipate that, during the 60 days between the end of the
reporting period and public availability of the information, funds will
take steps to resolve issues that may raise concerns with investors and
analysts. In addition, because money market fund portfolios have a
limited maturity, many of the portfolio securities will have matured by
the time the information is released to the public. Thus we expect that
the 60-day delay will ameliorate many of the risks associated with
public disclosure. We also expect that, over time, investors and
analysts will become more accustomed to the information disclosed about
fund portfolios, and thus there may be less need in the future to
require a 60-day delay between the end of the reporting period and the
public availability of the information. We therefore may revisit in a
subsequent release whether to retain the same (or any) delay in public
availability of this information.
Timing. Each money market fund must submit Form N-MFP
electronically to the Commission within five business days after the
end of each month.\338\ Under the proposed rule, a fund would have been
required to file Form N-MFP with the Commission no later than two
business days after the end of each month. Commenters asserted that the
second business day deadline would not have provided funds enough time
to compile, review, and file the requested portfolio information
accurately.\339\
---------------------------------------------------------------------------

\338\ See rule 30b1-7.
\339\ See, e.g., BlackRock Comment Letter; Dreyfus Comment
Letter; Vanguard Comment Letter. The recommended deadlines submitted
by commenters ranged from five business days to 15 to 30 business
days. We are providing for an extended implementation period before
compliance with rule 30b1-7 is required, as discussed below, during
which time funds will be able to build or update systems to compile
the data and file the new form, test those systems, and possibly
participate in the voluntary compliance program. Therefore, we
believe that lengthening the deadline to five business days should
provide funds sufficient time to compile, review, and file Form N-
MFP accurately.
---------------------------------------------------------------------------

In response to commenters, we are delaying the mandatory filing
date for several months after the effective date of the amendments, to
permit money market funds to develop systems necessary to collect and
submit the portfolio information on Form N-MFP.\340\ Thus, the first
mandatory filing will be due on December 7, 2010, for holdings as of
the end of November 2010. For approximately two months before the first
mandatory filing, our staff will accept the submission of trial data so
that money market funds may voluntarily make (non-public) electronic
submissions with us. We anticipate that these submissions will help
money market funds gain experience collecting and submitting the
information, and we will use these submissions and the experiences of
the funds to make technical adjustments to our systems and provide any
guidance. Because of the possibility of errors or mistakes in the
information submitted, we do not intend to make the trial data public.
---------------------------------------------------------------------------

\340\ Several commenters requested that the Commission allow
funds at least six months before mandatory compliance with the new
reporting requirement on Form N-MFP. See, e.g., FAF Advisors Comment
Letter; ICI Comment Letter; J.P. Morgan Asset Mgt. Comment Letter.
---------------------------------------------------------------------------

Method of filing. As proposed, Form N-MFP must be filed
electronically through the Commission's EDGAR system in an eXtensible
Markup Language (``XML'') tagged data format.\341\ We understand that
money market funds already maintain most of the information that will
be filed on the form, and therefore the main requirement for funds will
be the tagging of the data and filing of the reports with the
Commission.\342\ Some commenters recommended that the Commission
require that Form N-MFP be filed in an eXtensible Business Reporting
Language (``XBRL'') format.\343\ Although XBRL may allow for more
comparative analysis or more opportunities for manipulation of data
than XML allows, we believe that the data required by Form N-MFP will
be clearly defined and often repetitive from one month to the next, and
therefore the XML format will provide us with the necessary information
in the most timely and cost-effective manner.\344\

[[Page 10086]]

Over time we expect these filings will become highly automated and
involve minimal costs.
---------------------------------------------------------------------------

\341\ We anticipate that the XML interactive data file will be
compatible with a wide range of open source and proprietary
information management software applications. Continued advances in
interactive data software, search engines, and other Web-based tools
may further enhance the accessibility and usability of the data.
\342\ We understand that many funds often provide this type of
information in different formats to various information services and
third-parties, including NRSROs. Standardizing the data format in
Form N-MFP may encourage standardization across the industry,
resulting in cost savings for money market funds.
\343\ See, e.g., Comment Letter of the American Institute of
Certified Public Accountants (Sept. 8, 2009); Comment Letter of
EDGAR Online, Inc. (July 23, 2009); Comment Letter of XBRL US (Sept.
8, 2009). Most commenters were neutral on the submission format for
Form N-MFP. See, e.g., Clearwater Comment Letter; Fund Democracy/CFA
Comment Letter; ICI Comment Letter.
\344\ The XBRL format would require a longer period for
implementation by the Commission and funds, and would entail
additional costs. However, the XBRL format derives from and is
compatible with the XML format. Moreover, to the extent possible, we
intend to follow the naming convention for the XBRL-tagging of the
Schedule of Investments in the voluntary filer program. See
Interactive Data for Mutual Fund Risk/Return Summary, Investment
Company Act Release No. 28617 (Feb. 11, 2009) [74 FR 7748 (Feb. 19,
2009)]. If the Commission determines at a future date to require the
filing of Form N-MFP in an XBRL format, the Commission and funds
might benefit from their experience with their existing XML
technology.
---------------------------------------------------------------------------

3. Phase-Out of Weekly Reporting by Certain Funds
We are adopting as final rule 30b1-6T, the temporary rule that
requires the weekly filing of portfolio information by money market
funds in certain circumstances. As adopted, the only change to the rule
is the expiration date. Rule 30b1-6T will expire on December 1, 2010,
which corresponds with the first filing of portfolio information
required by new rule 30b1-7.
In September 2009, we adopted rule 30b1-6T.\345\ The rule requires
any money market fund that has a market-based net asset value per share
below $0.9975 to provide the Commission with weekly portfolio and
valuation information. The information required by the rule is similar
to the information money market funds participating in the Treasury
Department's Guarantee Program were required to provide under similar
circumstances.\346\ We requested comments on the rule when we adopted
it, but received none.\347\
---------------------------------------------------------------------------

\345\ See Rule 30b1-6T Release, supra note 303. We adopted the
rule on an interim final basis. See id. at Section II.C.
\346\ See rule 30b1-6T(b)(3). See also supra note 16.
\347\ See Rule 30b1-6T Release, supra note 303, at Section III.
---------------------------------------------------------------------------

Rule 30b1-6T originally would have expired one year after we
adopted it, i.e., on September 17, 2010.\348\ The information that rule
30b1-7, which we are adopting today, will require all money market
funds to file on a monthly basis subsumes the information that funds
with lower market-based NAVs were required to file under rule 30b1-6T.
Therefore we are phasing out the latter rule, but are extending its
expiration date so that we will continue to receive weekly reports
until the monthly reporting requirements of rule 30b1-7 are mandatory.
After that time, our monitoring of information filed by money market
funds on Form N-MFP, as well as notifications of purchases of certain
assets from funds in reliance on rule 17a-9 should enable our staff to
identify, and analyze information from, money market funds that exhibit
signs of distress and the need for further monitoring.\349\
---------------------------------------------------------------------------

\348\ Rule 30b1-6T(d).
\349\ See infra Section II.G.2 (notification provision under
amended rule 2a-7 concerning purchases undertaken in reliance on
rule 17a-9).
---------------------------------------------------------------------------

Because the compliance date for filing monthly portfolio
information on Form N-MFP is December 7, 2010, we are amending rule
30b1-6T so that it expires on December 1, 2010. The last date that
funds will be required to file information under rule 30b1-6T therefore
will be on November 30, 2010.

F. Processing of Transactions

We are amending rule 2a-7, substantially as proposed, to require
that a fund (or its transfer agent) have the capacity to redeem and
sell its securities at a price based on the fund's current net asset
value per share, including the capacity to sell and redeem shares at
prices that do not correspond to the stable net asset value or price
per share.\350\ This amendment will require that shareholder
transactions be processed in an orderly manner, even under
circumstances that require a fund to ``break a dollar.''\351\ Other
types of mutual funds already have this ability to process transactions
at varying prices.
---------------------------------------------------------------------------

\350\ Amended rule 2a-7(c)(13).
\351\ Once a fund has broken a dollar, the fund could no longer
use penny-rounding method of pricing or the amortized cost method of
valuing portfolio securities, and therefore would have to compute
share price by reference to the market values of the portfolio with
the accuracy of at least a tenth of a cent. See 1983 Adopting
Release, supra note 6, at n.6 and accompanying text. Thus, a fund
whose market-based net asset value was determined to be $0.994
would, upon ceasing to use the amortized cost method of valuation,
begin to redeem shares at $0.994 (rather than at $0.990). See
generally id.
---------------------------------------------------------------------------

Several commenters supported the proposed amendment, noting that it
is important that funds be able to redeem shareholders at prices based
on the current net asset value of the fund.\352\ Some commenters
expressed concerns about the costs for funds to modify their systems
under the amendment.\353\ We noted when we proposed the amendment that,
because funds are already obligated to redeem at a price other than the
stable net asset value per share, there should be no new cost
associated with the requirement that funds (or their transfer agents)
have systems that can meet these requirements.\354\ It is the
responsibility of money market funds, as issuers of redeemable
securities, to be able to satisfy redemption requests within seven days
after tender of the securities, even if a fund has re-priced its net
asset value at a price other than its stable net asset value per
share.\355\ Based on our recent experience, we believe it is unlikely
that a fund that breaks the dollar would be able to satisfy redemption
requests within seven days if it did not already have the capacity to
process redemptions at prices other than the stable net asset
value.\356\ To the extent that funds incur costs in meeting the new
requirement, we believe the benefits to shareholders justify those
costs, which we discuss in detail in the cost benefit section
below.\357\
---------------------------------------------------------------------------

\352\ See, e.g., Dreyfus Comment Letter; Fund Democracy/CFA
Comment Letter; MFDF Comment Letter.
\353\ See, e.g., Federated Comment Letter; RidgeWorth Comment
Letter.
\354\ See Proposing Release, supra note 2, at Section V.A.6
(cost benefit analysis).
\355\ See section 22(e) of the Act.
\356\ As we noted in the Proposing Release, the inability of one
money market fund in 2008 to be able to process securities at prices
other than $1.00 per share impeded its ability to distribute assets
during its liquidation. See Proposing Release, supra note 2, at
n.262 and accompanying text. Even if a fund were to break a dollar,
decide to liquidate, and suspend redemptions in reliance on new rule
22e-3 that we are adopting today, see infra Section II.H, the fund's
ability to process redemptions at prices other than the stable net
asset value is necessary to facilitate the orderly liquidation of
the fund.
\357\ See infra Section V.
---------------------------------------------------------------------------

When we proposed the amendment, we proposed to require that the
fund's board of directors determine that the fund has the capacity to
sell and redeem securities at the current net asset value.\358\ We
asked for comments on the board's role, and specifically whether the
rule should require that the fund simply have the ability to process
transactions at the fund's current net asset value without a specific
board determination.\359\ Some commenters preferred that the board not
be required to make such a determination, arguing that the
determination is operational in nature and more appropriate for the
fund's investment adviser or chief compliance officer to make.\360\ We
agree that the focus of the rule should be on the fund's ability to
process transactions, rather than on the board's determination
regarding that ability, because the issue is operational in nature and
need not directly involve the board. We have therefore revised the rule
accordingly.\361\
---------------------------------------------------------------------------

\358\ Proposed rule 2a-7(c)(1) (last two sentences).
\359\ See Proposing Release, supra note 2, at text following
n.263.
\360\ See, e.g., Federated Comment Letter; MFDF Comment Letter;
NYC Bar Assoc. Comment Letter.
\361\ As adopted, the new requirement is paragraph (c)(13) of
amended rule 2a-7, titled ``Processing of Transactions.''
---------------------------------------------------------------------------

Some commenters raised the issue of whether the rule applies to
third-party intermediaries, i.e., whether it requires third parties to
have the capacity to

[[Page 10087]]

process transactions in a money market fund at prices other than the
fund's stable net asset value.\362\ The rule by its terms applies only
to money market funds and their transfer agents. We note, however, that
intermediaries themselves typically have separate obligations to
investors with regard to the distribution of proceeds received in
connection with investments made or assets held on behalf of those
investors.\363\
---------------------------------------------------------------------------

\362\ See, e.g., Tamarack Funds Comment Letter (requesting that
the Commission clarify that funds ``are not responsible for ensuring
that intermediaries have the capacity to effect share transactions
at other than $1.00''); Russell Inv. Comment Letter (stating that
the proposed rule amendment would not apply to intermediaries); see
also ICI Comment Letter (``proposed amendments are silent with
respect to * * * similar systems changes for broker-dealers, banks,
insurance companies, trusts, 401(k) recordkeepers, and others that
process such amendments''). Some commenters raised concerns about
the costs that third parties might bear to revise their computer
systems to have the capacity to accommodate purchases and
redemptions of money market fund shares at prices other than the
fund's stable net asset value. See, e.g., ICI Comment Letter.
\363\ Cf. rule 15c3-3(e)(3) under the Securities Exchange Act
[17 CFR 240.15c3-3(e)(3)] (requiring broker-dealers to periodically
re-compute the value of bank accounts held on behalf of broker-
dealer customers); rule 15c3-2 under the Securities Exchange Act [17
CFR 240.15c3-2] (prohibiting a broker-dealer from using proceeds
from free credit balances unless the proceeds are payable on demand
of the customer). See also Gilman v. Merrill Lynch, Pierce, Fenner &
Smith, Inc., 404 N.Y.S.2d 258, 262 (N.Y. Sup. Ct. 1978) (holding
that after an investment is sold and proceeds belonging to the
customer come into the broker's possession, the broker becomes a
fiduciary with respect to those proceeds and may not consciously use
them to the detriment of his customer and for his own benefit).
---------------------------------------------------------------------------

Several commenters requested that, if the Commission adopted the
rule amendment, it provide ample time for money market funds to change
their systems to accommodate purchases and redemptions at the current
net asset value.\364\ We have established a compliance date of October
31, 2011, which is approximately 18 months after the effective date of
the rule amendments, and more than 20 months after adoption of the
amendments. This compliance period is designed to enable funds and
those who act on their behalf sufficient time to come into full
compliance with the amended rule.
---------------------------------------------------------------------------

\364\ See, e.g., Federated Comment Letter (requesting at least
one year); ICI Comment Letter (requesting at least two and a half
years); SIFMA Comment Letter (requesting an ``adequate period of
time'').
---------------------------------------------------------------------------

G. Exemption for Affiliate Purchases

The Commission is adopting an amendment to rule 17a-9 under the
Investment Company Act to expand the circumstances under which certain
affiliated persons can purchase portfolio securities from a money
market fund.\365\ The amendment permits money market funds to dispose
of distressed securities (e.g., securities depressed in value as a
result of market conditions) quickly during times of market stress. The
Commission is also adopting a related amendment to rule 2a-7, which
requires funds to report all such transactions to the Commission.
---------------------------------------------------------------------------

\365\ Rule 17a-9 provides an exemption from section 17(a) of the
Act to permit affiliated persons of a money market fund to purchase
distressed portfolio securities from the fund. Absent a Commission
exemption, section 17(a)(2) prohibits any affiliated person or
promoter of or principal underwriter for a fund (or any affiliated
person of such a person), acting as principal, from knowingly
purchasing securities from the fund. Rule 17a-9 exempts certain
purchases of securities from a money market fund from section 17(a),
if the purchase price is equal to the greater of the security's
amortized cost or market value (in each case, including accrued
interest). For convenience, in this Release we refer to all of the
persons who would otherwise be prohibited by section 17(a)(2) from
purchasing securities of a money market fund as ``affiliated
persons.'' ``Affiliated person'' is defined in section 2(a)(3) of
the Act.
---------------------------------------------------------------------------

1. Expanded Exemptive Relief
We are adopting the amendment to rule 17a-9, as proposed. The
amendment expands the exemption provided by the rule from the Act's
prohibition on affiliated transactions to permit affiliated persons to
purchase from a money market fund a portfolio security that has
defaulted,\366\ but that continues to be an eligible security, as long
as the conditions of the rule governing the purchase price are
satisfied.\367\ These conditions require that the purchase price is
paid in cash and is equal to the greater of the security's amortized
cost or its market value, including accrued interest.\368\
---------------------------------------------------------------------------

\366\ The rule excludes an immaterial default unrelated to the
financial condition of the issuer, which would make the rule
unavailable in the case of defaults that are technical in nature,
such as where the obligor has failed to provide a required notice or
information on a timely basis. See Proposing Release, supra note 2,
at n.272. Other provisions of rule 2a-7 currently except immaterial
defaults unrelated to the financial condition of the issuer. See
amended rule 2a-7(c)(7)(ii)(A).
\367\ See amended rule 17a-9(a). Previously, the exemption was
available only for the purchase of a portfolio security that was no
longer an ``eligible security.'' This could occur, for example, when
a security's ratings are downgraded. As we explained in the
Proposing Release, this limitation served as a proxy indicating that
the market value of the security was likely less than its amortized
cost value, and thus the resulting transaction was fair to the fund
and did not involve overreaching. See Proposing Release, supra note
2, at n.269 and accompanying text.
\368\ See amended rule 17a-9(a)(1)-(2).
---------------------------------------------------------------------------

We are adding a new provision to the rule that will more broadly
permit affiliated persons, under the same conditions as discussed
above, to purchase other portfolio securities from an affiliated money
market fund, for any reason, provided that such person promptly remits
to the fund any profit it realizes from the later sale of the
security.\369\ In these circumstances there may not be an objective
indication that the security is distressed and thus that the
transaction is clearly in the interest of the fund. Therefore, as
proposed, we have added the ``claw back'' requirement to eliminate
incentives for fund advisers and other affiliated persons to buy
securities for reasons other than protecting fund shareholders from
potential future losses.
---------------------------------------------------------------------------

\369\ See amended rule 17a-9(b)(1)-(2).
---------------------------------------------------------------------------

Commenters supported the proposed amendment, agreeing that it would
provide money market fund advisers with important flexibility to manage
fund assets for the benefit of all shareholders during volatile
periods.\370\ One commenter opposed the proposed amendment out of
concern that the expansion of the rule may exacerbate the unwarranted
expectation of some shareholders that advisers will take whatever steps
are necessary to financially support the $1.00 share price of their
money market funds.\371\ While we appreciate the commenter's concern,
we do not believe that today's action will materially change
shareholders' perceptions about money market funds or the likelihood of
sponsor support during times of market turmoil. The amendment simply
extends the existing rule to types of transactions that historically
have been permitted through no-action assurances obtained from the
Commission's staff because the staff believed they were in the best
interest of the fund's shareholders.\372\
---------------------------------------------------------------------------

\370\ See, e.g., Dreyfus Comment Letter; Vanguard Comment
Letter.
\371\ See Federated Comment Letter.
\372\ See Proposing Release, supra note 2, at nn.270-71 and
preceding, accompanying, and following text.
---------------------------------------------------------------------------

The amendment to rule 17a-9 that we are adopting today is intended
to enable advisers to address acute credit or liquidity problems in a
money market fund portfolio by purchasing securities from the fund that
would be difficult or impossible to sell on the open market at or near
their amortized cost. We have crafted the conditions of the rule,
including the pricing conditions and the new claw back provision, to
protect shareholders' interests and prevent overreaching by advisers.
Our staff's experience is that, under such circumstances, these
transactions appear to be fair and reasonable and in the best interests
of fund shareholders.\373\ Moreover, we believe that the alternative of
funds obtaining no-action assurances from the Commission staff for
these transactions,

[[Page 10088]]

particularly during times of market stress, is time consuming and
inefficient.
---------------------------------------------------------------------------

\373\ See Proposing Release, supra note 2, at text following
n.271.
---------------------------------------------------------------------------

2. New Reporting Requirement
We also are adopting an amendment to rule 2a-7 to require a money
market fund whose securities have been purchased by an affiliated
person in reliance on rule 17a-9 to provide us with prompt notice by
electronic mail of the transaction and the reasons for the
purchase.\374\ Such reasons might include, for example, that the fund's
adviser expected that the security would be downgraded, that due to the
decreased market value of the security the fund was at risk of breaking
the buck, or that the fund was experiencing significant redemption
requests and wished to avoid a ``fire sale'' of assets to satisfy such
requests. The amendment is intended to provide us with more complete
information about these transactions and to alert us to potential
problems the fund may be experiencing.
---------------------------------------------------------------------------

\374\ Amended rule 2a-7(c)(7)(iii)(B). We have clarified that
not only purchases by affiliated persons, but also purchases by
promoters and principal underwriters of a fund, and any affiliated
person of such persons, which are exempt under rule 17a-9, must be
reported to the Commission under the provision. Compare amended rule
2a-7(c)(7)(iii)(B) with proposed rule 2a-7(c)(7)(iii)(B).
---------------------------------------------------------------------------

All commenters who addressed the proposed reporting requirement
agreed with the need to provide the Commission with this
information.\375\ At the suggestion of one,\376\ we have modified the
requirement to provide that the notification must include the price at
which the transaction was conducted and the amortized cost value of the
security (which will be different if the market value is higher than
the amortized cost), which will help us monitor whether the pricing
conditions of rule 17a-9 have been satisfied.\377\
---------------------------------------------------------------------------

\375\ See, e.g., BlackRock Comment Letter, Dreyfus Comment
Letter. One suggested that sales prices of any securities purchased
by the adviser pursuant to rule 17a-9 be promptly reported to the
fund's board of directors as well as to the Commission. Comment
Letter of the Independent Trustees of Fidelity Fixed Income Funds
(Sept. 8, 2009) (``Fidelity Fixed Income Indep. Trustees Comment
Letter''). We are not extending the reporting provision to include
notification to fund boards because the provision is intended to
enable the Commission to monitor how rule 17a-9 is being used.
Nevertheless, we expect that fund boards will want to know this
information and will request it.
\376\ See Fidelity Fixed Income Indep. Trustees Comment Letter.
\377\ See amended rule 2a-7(c)(iii)(B).
---------------------------------------------------------------------------

H. Fund Liquidation

The Commission is adopting new rule 22e-3, which exempts money
market funds from section 22(e) of the Act to permit them to suspend
redemptions and postpone payment of redemption proceeds in order to
facilitate an orderly liquidation of the fund. The rule permits a fund
to suspend redemptions and payment of redemption proceeds if (i) The
fund's board, including a majority of disinterested directors,
determines that the deviation between the fund's amortized cost price
per share and the market-based net asset value per share may result in
material dilution or other unfair results, (ii) the board, including a
majority of disinterested directors, irrevocably has approved the
liquidation of the fund, and (iii) the fund, prior to suspending
redemptions, notifies the Commission of its decision to liquidate and
suspend redemptions.\378\ The new rule replaces rule 22e-3T, a
temporary rule that provided a similar exemption for money market funds
that participated in the Treasury Department's Guarantee Program.\379\
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\378\ Rule 22e-3(a). A fund that intends to be able to rely on
rule 22e-3 may also need to update its prospectus to disclose the
circumstances under which it may suspend redemptions. See, e.g.,
Item 6 of Form N-1A (``Purchase and Sale of Fund Shares'').
\379\ See Temporary Exemption for Liquidation of Certain Money
Market Funds, Investment Company Act Release No. 28487 (Nov. 20,
2008) [73 FR 71919 (Nov. 26, 2008)]. The Treasury Department's
Guarantee Program guaranteed that shareholders of a participating
money market fund would receive the fund's stable share price for
each share owned as of September 19, 2008, if the fund were to
liquidate under the terms of the Program. See supra note 16 and
accompanying text. The Program expired on September 19, 2009, and
rule 22e-3T expired on October 18, 2009.
---------------------------------------------------------------------------

Rule 22e-3 is intended to reduce the vulnerability of investors to
the harmful effects of a run on the fund, and minimize the potential
for disruption to the securities markets. Because the suspension of
redemptions may impose hardships on investors who rely on their ability
to redeem shares, the conditions of the rule limit the fund's ability
to suspend redemptions to circumstances that present a significant risk
of a run on the fund and potential harm to shareholders. The rule is
designed only to facilitate the permanent termination of a fund in an
orderly manner. We are revising one of the conditions of the rule,
which requires that the board approve the liquidation of the fund, to
provide that the fund board must have irrevocably approved the
liquidation of the fund.\380\
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\380\ Rule 22e-3(a)(2). This revision is designed to limit the
availability of the rule to extraordinary circumstances, by
preventing a fund from invoking the rule if the board determines to
liquidate the fund but subsequently revokes its determination, which
might, in effect, enable the fund to temporarily suspend
redemptions.
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Commenters generally supported the rule, which we are adopting
largely as proposed.\381\ We have revised one of the rule's conditions
in response to commenters' concerns. The proposed rule conditioned its
relief on a fund breaking a dollar and re-pricing its shares.\382\ Some
commenters argued that the rule should allow a fund to suspend
redemptions before it breaks a dollar.\383\ We are concerned that,
without appropriate limits, fund sponsors might use the rule in the
course of routine liquidations. We also recognize, however, that
requiring a money market fund to actually re-price its securities may
not be necessary in order to warrant the suspension of redemptions.
Therefore, we have revised the rule's condition to require that the
fund's board of directors, including a majority of disinterested
directors, determine pursuant to rule 2a-7(c)(8)(ii)(C)\384\ that the
extent of the deviation between the fund's amortized cost price per
share and its shadow price may result in material dilution or other
unfair results to investors or existing shareholders.\385\ In order to
invoke the exemption, therefore, the fund's board must make the same
determination that it would make if it were deciding to break a dollar.
We believe the revised condition provides fund directors with the
appropriate amount of discretion to act in the interest of
shareholders.\386\
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\381\ Commenters generally agreed that the rule would facilitate
fair and orderly liquidations to the benefit of all fund
shareholders. See, e.g., IDC Comment Letter; MFDF Comment Letter.
\382\ Proposed rule 22e-3(a)(1).
\383\ See, e.g., ABA Comment Letter; ICI Comment Letter; IMMFA
Comment Letter.
\384\ Amended rule 2a-7(c)(8)(ii)(C) provides that, if a money
market fund's board of directors believes that the deviation between
the fund's amortized cost price per share and its shadow price may
result in material dilution or other unfair results to investors or
existing shareholders, it shall cause the fund to take such action
as it deems appropriate to eliminate or reduce to the extent
practicable such dilution or unfair results.
\385\ Rule 22e-3(a)(1).
\386\ Under the final rule, the exemption applies to securities
tendered for redemption but not yet priced at the time the fund
begins to rely on the rule. Therefore, for example, if a shareholder
submits a redemption order at noon and the fund decides to liquidate
and suspend redemptions pursuant to rule 22e-3 at 2:00 pm, the
shareholder would be entitled to receive only his or her pro rata
share of the fund's liquidation proceeds. This is also the case for
shareholders who submitted redemption orders after the last time as
of which the fund computed its net asset value and shareholders who
submitted redemption orders after 2:00 pm.
---------------------------------------------------------------------------

Paragraph (b) of rule 22e-3 allows a conduit fund (i.e., a fund
that invests in a money market fund) to rely on the rule if the money
market fund in which it invests has suspended redemptions under the
rule.\387\ We anticipated when

[[Page 10089]]

we proposed this provision that it would be used principally by
insurance company separate accounts issuing variable insurance
contracts and by funds participating in master-feeder
arrangements.\388\ At the suggestion of one commenter who pointed out
that most insurance company separate accounts are organized as unit
investment trusts rather than management companies,\389\ we have
expanded the rule to include unit investment trusts.\390\
---------------------------------------------------------------------------

\387\ Rule 22e-3(b) also requires that the conduit fund promptly
notify the Commission that it has suspended redemptions in reliance
on the rule.
\388\ See Proposing Release, supra note 2, at text accompanying
n.289.
\389\ See Committee Ann. Insur. Comment Letter.
\390\ Rule 22e-3(b) (providing relief to a ``registered
investment company'' rather than to a ``fund,'' or ``registered
open-end management investment company,'' as proposed).
---------------------------------------------------------------------------

Paragraph (c) of the rule provides that the Commission may take
certain steps to protect shareholders. It permits the Commission to
rescind or modify the relief provided by the rule (and thus require the
fund to resume honoring redemptions) if, for example, a liquidating
fund has not devised, or is not properly executing, a plan of
liquidation that protects fund shareholders. Under this provision, the
Commission may modify the relief after appropriate notice and
opportunity for hearing in accordance with section 40 of the Act.\391\
Commenters did not address this provision, and we are adopting it as
proposed.
---------------------------------------------------------------------------

\391\ Rule 22e-3(c).
---------------------------------------------------------------------------

One commenter recommended that the rule not require prior notice to
the Commission.\392\ In light of the seriousness of the consequences to
shareholders, we believe it is important that the Commission receive
prior notice of a suspension of redemptions, particularly when the
burden of providing such notice is minimal.\393\ Another commenter
suggested that the Commission require funds to disclose their plan of
liquidation as a condition for suspending redemptions.\394\ We are
reluctant to impose such a requirement because the time needed to
formulate such a plan may prevent fund boards from acting in a timely
fashion in the case of an emergency, but we expect that funds would
promptly communicate their plan of liquidation to shareholders. Another
commenter recommended that the suspension period be limited to 60
days.\395\ We have not modified the final rule in response to these
comments because liquidations will proceed differently depending on a
fund's particular circumstances, and we believe that fund management,
under the supervision of the board, is best able to devise and execute
a plan of liquidation that is in the best interest of fund
shareholders. Furthermore, as discussed above, the Commission will
retain authority under the rule to rescind or modify the relief (after
appropriate notice and opportunity for hearing) if we conclude, for
example, that a liquidating fund has not devised, or is not properly
carrying out, a plan of liquidation that protects fund
shareholders.\396\
---------------------------------------------------------------------------

\392\ See ABA Comment Letter.
\393\ In addition, these prior notices will, among other things,
help us to ascertain whether a fund has erroneously invoked the rule
in circumstances for which it was not intended to be used (e.g., a
routine liquidation).
\394\ See Federated Comment Letter.
\395\ See Bankers Trust Comment Letter.
\396\ See supra note 391 and accompanying paragraph.
---------------------------------------------------------------------------

III. Compliance Dates

The amendments to rules 2a-7, 17a-9 and 30b1-6T, and new rules 22e-
3 and 30b1-7, and new Form N-MFP become effective May 5, 2010. Unless
otherwise discussed below or in this Release, the compliance date is
the date of effectiveness.
Some money market funds may have policies that can be changed only
if authorized by a shareholder vote. For example, a money market fund
may have a disclosed policy of maintaining a WAM (i.e., weighted
average maturity) no greater than 90 days, which is less restrictive
than the amendment the Commission is adopting today requiring a money
market fund to maintain a WAM no greater than 60 days.\397\ The
Commission believes that, in those circumstances where the existing
policy is less restrictive than the amendments we are today adopting
and does not conflict with those amendments, a money market fund would
not need to hold a shareholder vote under sections 8(b) or 13(a) of the
Act merely to comply with the amendments.\398\ Moreover, we would not
object if a fund were to amend its registration statement to reflect
the fund's compliance with the amended rule pursuant to rule 485(b)
under the Securities Act of 1933, if other changes in the fund's post-
effective amendment meet the conditions for immediate effectiveness
under that rule.\399\
---------------------------------------------------------------------------

\397\ See supra Section II.B.1.
\398\ 15 U.S.C. 80a-8(b), 80a-13(a).
\399\ 17 CFR 230.485(b).
---------------------------------------------------------------------------

A. Portfolio Requirements

Except as indicated below, the compliance date for amendments to
rule 2a-7 related to portfolio quality, maturity, liquidity, and
repurchase agreements, is May 28, 2010. Funds are not required to
dispose of portfolio securities owned, or terminate repurchase
agreements entered into, as of the time of adoption of the amendments
to comply with the requirements of the rule as amended. Fund portfolios
must meet the new maximum WAM and WAL limits by June 30, 2010.

B. Designation of NRSROs

Each fund must disclose the designated NRSROs in its Statement of
Additional Information pursuant to amended rule 2a-7(a)(11)(iii) no
later than December 31, 2010. This additional time should permit fund
boards of directors to evaluate and designate NRSROs without the need
to call a special board meeting. Fund boards are free to take advantage
of the rule amendments any time after the effective date.

C. Disclosure and Reporting of Portfolio Information

Web site disclosure. The compliance date for public Web site
disclosure is October 7, 2010. This should provide each fund sufficient
time to revise its information and other systems to ensure that
required information is accurately posted and maintained on its Web
site.
Reporting to the Commission. All money market funds must begin
filing information on Form N-MFP pursuant to rule 30b1-7 no later than
December 7, 2010. This compliance date is designed to permit money
market funds to develop systems necessary to collect and submit the
portfolio information on Form N-MFP. Funds filing information with the
Commission pursuant to rule 30b1-6T will no longer be required to file
this information after December 1, 2010.
Beginning October 7, 2010, our staff will be able to receive trial
data from funds, on a voluntary basis, pursuant to the requirements of
rule 30b1-7. We will use these voluntary submissions and the
experiences of funds during this period to make adjustments to our
filing system and provide guidance to funds. We do not intend to make
these submissions public.\400\
---------------------------------------------------------------------------

\400\ We do not intend to make public the information submitted
to us on Form N-MFP as trial data before the mandatory compliance
date because of the possibility of errors in the information
submitted. See supra text following note 339.
---------------------------------------------------------------------------

D. Processing of Transactions

Funds must comply with the new requirement to be able to process
transactions at prices other than stable net asset value no later than
October 31, 2011, which is more than 20 months

[[Page 10090]]

after adoption of the amendments.\401\ This compliance period is
designed to enable funds and those who act on their behalf sufficient
time to come into full compliance with the amended rule.
---------------------------------------------------------------------------

\401\ See supra text accompanying and following note 364.
---------------------------------------------------------------------------

IV. Paperwork Reduction Act Analysis

Certain provisions of the amendments to rules 2a-7 and 30b1-6T, new
rules 22e-3 and 30b1-7, and Form N-MFP under the Investment Company Act
contain ``collections of information'' within the meaning of the
Paperwork Reduction Act of 1995 (``PRA'').\402\ The titles for the
existing collections of information that are affected by the rule
amendments are: ``Rule 2a-7 under the Investment Company Act of 1940,
Money market funds'' (OMB Control No. 3235-0268), ``Rule 30b1-6T under
the Investment Company Act of 1940, Weekly portfolio report for certain
money market funds'' (OMB Control No. 3235-0652), and ``Rule 38a-1
under the Investment Company Act of 1940, Compliance procedures and
practices of registered investment companies'' (OMB Control No. 3235-
0586). The titles for the new collections of information are: ``Rule
22e-3 under the Investment Company Act of 1940, Exemption for
liquidation of money market funds,'' ``Rule 30b1-7 under the Investment
Company Act of 1940, Monthly report for money market funds,'' and
``Form N-MFP under the Investment Company Act of 1940, Portfolio
Holdings of Money Market Funds.'' We published notice soliciting
comments on the collection of information requirements in the Proposing
Release and submitted the proposed collections of information to the
Office of Management and Budget (``OMB'') for review in accordance with
44 U.S.C. 3507(d) and 5 CFR 1320.11 under the control numbers 3235-0268
(rule 2a-7), 3235-0654 (rule 22e-3), and 3235-0653 (rule 30b1-6 and
Form N-MFP). OMB has approved the collection of information pursuant to
rule 30b1-6T under the control number 3235-0652.
---------------------------------------------------------------------------

\402\ 44 U.S.C. 3501-3521.
---------------------------------------------------------------------------

Our amendments and new rules are designed to make money market
funds more resilient to risks in the short-term debt markets, and to
provide greater protections for investors in a money market fund that
is unable to maintain a stable net asset value. An agency may not
conduct or sponsor, and a person is not required to respond to, a
collection of information unless it displays a currently valid control
number.

A. Rule 2a-7

Rule 2a-7 under the Investment Company Act exempts money market
funds from the Act's valuation requirements, permitting money market
funds to maintain stable share pricing, subject to certain risk-
limiting conditions. As discussed above, we are amending rule 2a-7 in
several respects. Our amendments revise portfolio quality and maturity
requirements; introduce liquidity requirements; require money market
fund boards to adopt procedures providing for periodic stress testing
of the fund's portfolio; require funds to disclose monthly on their Web
sites information on portfolio securities; and finally, require money
market funds to have the capability to redeem and issue their
securities at prices other than the fund's stable net asset value per
share.\403\ Several of the amendments create new collection of
information requirements. The respondents to these collections of
information will be money market funds or their advisers, as noted
below.
---------------------------------------------------------------------------

\403\ See supra Section II.A-F.
---------------------------------------------------------------------------

1. Designation of NRSROs
Under the amendments to rule 2a-7, money market funds will be
required to disclose designated NRSROs (including any limitation in the
use of the designated NRSRO) in their SAI,\404\ which constitutes a
collection of information. Compliance with this disclosure requirement
will be mandatory for any fund that holds itself out as a money market
fund in reliance on rule 2a-7. This information will not be kept
confidential. The disclosures are intended to provide investors and
third party analysts with information on NRSROs that money market funds
will look to when they have to consider credit ratings under rule 2a-7,
which may be relevant to investors in choosing among funds. Many money
market funds currently discuss credit rating agencies in their
registration statements describing threshold credit ratings for
portfolio investments, and often specify NRSROs that rate instruments
of the type the fund purchases. We anticipate that adding one or two
sentences to the discussion identifying designated NRSROs (and any
limitations on the use of a designated NRSRO) will not result in
additional hourly burdens or printing costs beyond those currently
approved in the existing collection of information titled ``Form N-1A
under the Securities Act of 1933 and under the Investment Company Act
of 1940, registration statement of open-end management investment
companies'' (OMB Control No. 3235-0307).
---------------------------------------------------------------------------

\404\ Amended rule 2a-7(a)(11)(iii).
---------------------------------------------------------------------------

2. Portfolio Liquidity
As discussed above, the amended rule includes a general liquidity
requirement, under which each money market fund must hold securities
that are sufficiently liquid to meet foreseeable shareholder
redemptions in light of its obligations under section 22(e) of the Act
and any commitments the fund has made to shareholders. We also noted
that in order to comply with this provision in amended rule 2a-7 under
the compliance rule, we expect that money market funds will adopt
policies and procedures designed to assure that appropriate efforts are
undertaken to identify risk characteristics of the fund's
shareholders.\405\ We anticipate that these policies and procedures may
add additional burdens to those currently approved in the existing
collection of information under rule 38a-1 under the Investment Company
Act. Based on commenters' views, we assume that money market funds
currently monitor and manage daily net flows in and out of the
funds,\406\ and in doing so, monitor the risk characteristics and
likely redemptions of certain shareholders, which is a factor we would
expect funds to consider under the general liquidity requirement in the
amended rule. We believe, however, that many, if not most, funds may
have to document the procedures they adopt for the compliance rule. For
purposes of this PRA analysis, we estimate that funds would incur a
one-time average burden of 8 hours to document policies and procedures
to identify risk characteristics of the fund's investors. In addition,
staff estimates that the board of directors (as a whole) would take 1
hour to review and adopt these policies and procedures. Amortized over
a 3 year period, this would be an annual burden per fund complex of 3
hours. We believe that these characteristics would be applicable to and
documented on behalf of all money market funds in a fund complex, and
we estimate that 163 fund complexes with money market funds are subject
to rule 2a-7. Accordingly, we estimate that the total additional burden
to document these policies would be 1467 hours.\407\ Amortized over a
3-year period, the estimated annual hourly burden would be 489 hours
for all

[[Page 10091]]

money market fund complexes.\408\ We believe that any ongoing burdens
to reevaluate the need for changes in the policies and procedures would
be incorporated in the current estimated burdens for rule 38a-1.
---------------------------------------------------------------------------

\405\ See supra note 198 and accompanying text.
\406\ See Dreyfus Comment Letter; RidgeWorth Comment Letter.
\407\ This estimate is based on the following calculation: (8 +
1) hours x 163 fund complexes = 1467 hours.
\408\ PRA submissions for approval are made every three years.
To estimate an annual burden for a collection of information that
occurs one time, the total burden is amortized over the three-year
period.
---------------------------------------------------------------------------

3. Stress Testing
We are requiring, substantially as proposed, that a money market
fund's board of directors adopt written procedures that provide for the
periodic testing of the fund's ability to maintain a stable net asset
value per share based on certain hypothetical events.\409\ The rule
requires the board to determine the frequency of testing. The
procedures must provide for a report of the testing results to be
submitted to the board of directors at its next regularly scheduled
meeting, or sooner if appropriate based on the results. The report must
include an assessment by the fund's adviser of the fund's ability to
withstand the events (and concurrent occurrences of those events) that
are reasonably likely to occur within the following year.\410\
Compliance with the new reporting requirement is mandatory for any fund
that holds itself out as a money market fund and uses either the
amortized cost method of valuing portfolio securities or the penny-
rounding method of pricing fund shares. When provided to the Commission
in connection with staff examinations or investigations, the
information will be kept confidential to the extent permitted by law.
---------------------------------------------------------------------------

\409\ See supra Section II.C.4. These events include, without
limitation, a change in short-term interest rates, an increase in
shareholder redemptions, a downgrade of or default on portfolio
securities, and the widening or narrowing of spreads between yields
on an appropriate benchmark the fund has selected for overnight
interest rates and commercial paper and other types of securities
held by the fund. See amended rule 2a-7(c)(10)(v)(A).
\410\ Amended rule 2a-7(c)(10)(v)(B). The report to the board
must include the dates on which the testing was performed and the
magnitude of each hypothetical event that would cause the deviation
of the money market fund's net asset value calculated using
available market quotations (or appropriate substitutes that reflect
current market conditions) from its net asset value per share
calculated using amortized cost to exceed \1/2\ of 1%.
---------------------------------------------------------------------------

\411\ See Proposing Release, supra note 2, at text following
n.212.
---------------------------------------------------------------------------

Commission staff believes that in light of the events of the fall
of 2008, most, if not all, money market funds currently conduct some
stress testing of their portfolios as a matter of routine fund
management and business practice.\412\ These procedures likely vary
depending on the fund's investments. For example, a prime money market
fund that is offered to institutional investors may test for
hypothetical events such as potential downgrades or defaults in
portfolio securities while a U.S. Treasury money market fund might
not.\413\ Some funds that currently conduct testing may be required to
include additional hypothetical events under the amended rule. These
funds likely provide regular reports of the test results to senior
management. We assumed, however, that currently most funds do not have
written procedures documenting the stress testing, do not report the
results of testing to their boards of directors, and do not provide an
assessment from the fund's adviser regarding the fund's ability to
withstand the hypothetical events reasonably likely to occur in the
next year.
---------------------------------------------------------------------------

\412\ Commenters corroborated our staff's belief. See, e.g.,
State Street Comment Letter; T. Rowe Price Comment Letter. The
estimates of hour burdens and costs provided in the PRA and cost
benefit analyses in the Proposing Release were based on staff
discussions with representatives of money market funds and on the
experience of Commission staff. We did not receive any comment on
the estimates and assumptions with respect to stress testing
included in the analysis in our proposal. Accordingly, we have not
modified any of those assumptions and estimates other than as
necessary in light of the new requirement included in the amended
rule.
\413\ See TDAM Comment Letter (noting that testing Treasury
funds for downgrades or defaults would be unnecessary).
---------------------------------------------------------------------------

Commission staff believes that stress testing procedures will be
developed for all the money market funds in a fund complex by the fund
adviser, and will address appropriate variations for individual money
market funds within the complex.\414\ Staff estimates that it will take
a portfolio risk analyst an average of 22 hours initially to draft
procedures documenting the complex's stress testing, and 3 hours for
the board of directors (as a whole) to consider and adopt the written
procedures.\415\ We therefore estimate that the total burden to draft
these procedures initially will be 4075 hours.\416\ Amortized over a
three-year period, this will result in an average annual burden of 8.33
hours for an individual fund complex and a total of 1358 hours for all
fund complexes.\417\ Staff estimates that a risk analyst will also
spend an average of 6 hours per year revising the written procedures to
reflect changes in the type or nature of hypothetical events
appropriate to stress tests and the board will spend 1 hour to consider
and adopt the revisions, for a total annual burden of 1141 hours.\418\
---------------------------------------------------------------------------

\414\ We expect that the board of directors would be the same
for all the money market funds in a complex, and thus could adopt
the stress test procedures for all money market funds in the complex
at the same meeting.
\415\ We have added 1 hour to the estimate of 21 hours in the
Proposing Release to account for drafting procedures on when
additional reports must be provided to the board based on the
results of stress testing.
\416\ This estimate is based on the following calculation: (22
hours + 3 hours) x 163 fund complexes = 4075 hours.
\417\ These estimates are based on the following calculations:
(22 + 3) / 3 = 8.33 hours; 8.33 x 163 fund complexes = 1357.79
hours. PRA submissions for approval are made every three years. To
estimate an annual burden for a collection of information that
occurs one time, the total burden is amortized over the three-year
period.
\418\ This estimate is based on the following calculation: (6
hours (analyst) + 1 hour (board)) x 163 fund complexes = 1141 hours.
---------------------------------------------------------------------------

As noted above, each report to the board of directors will include
an assessment by the fund's adviser of the fund's ability to withstand
reasonably likely hypothetical events in the coming year. Staff
estimates that it will take on average: (i) 10 hours of portfolio
management time to draft each report to the board and 2 hours of an
administrative assistant's time to compile and copy the report (for a
total of 12 hours), and (ii) 15 hours for the fund adviser to provide
its assessment. Under normal circumstances, the report must be provided
at the next scheduled board meeting, and we estimate that the report
and the adviser's assessment will cover all money market funds in a
complex. We assume that funds will conduct stress tests no less than
monthly. With an average of 6 board meetings each year, we estimate
that the annual burden for regularly scheduled reports would be 162
hours for an individual fund complex.\419\ Under the final rule, a
report must be provided earlier if appropriate in light of the results
of the test. Staff estimates that as a result of unanticipated changes
in market conditions or other events, stress testing results are likely
to prompt additional reports on average four times each year.\420\
Thus, we estimate these

[[Page 10092]]

reports would result in an additional 108 hours for an individual fund
complex each year.\421\ We estimate the total annual burden for all
fund complexes would be 44,010 hours.\422\
---------------------------------------------------------------------------

\419\ This estimate is based on the following calculation: (10
hours + 2 hours + 15 hours) x 6 meetings = 162 hours.
\420\ We anticipate that in many years there will be no need for
special reports, but that in a year in which there is severe market
stress, a fund may report to the board weekly for a period of 3 to 6
months. Such reporting would generate 9 to 18 reports in addition to
the regular monthly reports. Assuming that this type of event may
occur once every five years, and additional reports would be
generated for 6 months, a fund would produce an average of four
additional reports per year (18 additional reports / 5 = 3.6
reports).
\421\ This estimate is based on the following calculation: (10
hours + 2 hours + 15 hours) x 4 = 108 hours.
\422\ This estimate is based on the following calculation: (162
hours + 108 hours) x 163 fund complexes = 44,010 hours.
---------------------------------------------------------------------------

The amended rule requires a money market fund to retain records of
the reports on stress tests for at least 6 years (the first two in an
easily accessible place).\423\ The retention of these records is
necessary to allow the staff during examinations of funds to determine
whether a fund is in compliance with the stress test requirements. We
estimate that the burden will be 10 minutes per fund complex per report
to retain these records for a total annual burden of 272 hours for all
fund complexes.\424\
---------------------------------------------------------------------------

\423\ Amended rule 2a-7(c)(11)(vii).
\424\ This estimate is based on the following calculation:
0.1667 hours x 10 reports x 163 fund complexes = 271.7 hours.
---------------------------------------------------------------------------

Thus, we estimate that for the three years following adoption, the
average annual burden resulting from the stress testing requirements
will be 287 hours for each fund complex with a total of 46,781 hours
for all fund complexes.\425\
---------------------------------------------------------------------------

\425\ These estimates are based on the following calculations:
8.33 hours (draft procedures) + 7 hours (revise procedures) + 120
hours (10 reports) + 150 hours (10 assessments) + 1.67 hours (record
retention) = 287 hours; 287 hours x 163 complexes = 46,781 hours.
---------------------------------------------------------------------------

4. Repurchase Agreements
We are adopting, as proposed, amendments affecting a money market
fund's ability to ``look through'' a repurchase agreement for purposes
of rule 2a-7's diversification provisions.\426\ One of these amendments
is that a money market fund will be able to look through a repurchase
agreement only if the fund's board of directors or its delegate
evaluates the counterparty's creditworthiness.\427\
---------------------------------------------------------------------------

\426\ See supra Section II.D; Proposing Release, supra note 2,
at Section II.E.
\427\ Amended rule 2a-7(c)(4)(ii)(A).
---------------------------------------------------------------------------

Several commenters stated that money market fund boards already
evaluate the credit quality of counterparties in the course of making
an overall credit risk determination under rule 2a-7(c)(3)(i).\428\
Because we are adding a separate creditworthiness evaluation in rule
2a-7(c)(4)(ii)(A), funds will need to keep records of such evaluations
pursuant to rule 2a-7(c)(11)(ii), which requires a money market fund to
retain a record of considerations and actions under the rule for at
least 6 years (the first two in an easily accessible place).\429\
Compliance with this recordkeeping requirement is mandatory for all
funds that take advantage of the special look-through treatment for
diversification purposes. We estimate that the burden to keep those
records will be 2 hours per fund complex, for a total annual burden of
326 hours for all fund complexes.\430\
---------------------------------------------------------------------------

\428\ See supra note 277.
\429\ Amended rule 2a-7(c)(11)(ii).
\430\ This estimate is based on the following calculation: 2
hours x 163 fund complexes = 326 hours.
---------------------------------------------------------------------------

5. Public Web site Posting
The amendments require money market funds to post monthly portfolio
information on their Web sites.\431\ We believe that greater
transparency of fund portfolios will provide investors with a better
understanding of the fund's investment risks, and may allow investors
to exert influence on risk-taking by fund advisers and thus reduce the
likelihood that a fund will break the buck. Information will be posted
on a public Web site, and compliance with this requirement is mandatory
for any fund that holds itself out as a money market fund in reliance
on rule 2a-7. In the Proposing Release, Commission staff estimated that
there are approximately 750 money market funds that would be affected
by the amendments. In addition, our staff noted that based on
interviews with industry representatives, most money market funds
already post portfolio information on their webpages at least
quarterly.\432\ Commission staff also estimated that 20 percent of
money market funds, or 150 funds, do not currently post this
information at least quarterly, and therefore would need to develop a
webpage to comply with the amendments. Staff estimated that a money
market fund would spend approximately 24 hours of internal money market
fund staff time initially to develop the Web page. Staff further
estimated that a money market fund would spend approximately 4 hours of
professional time to maintain and update the relevant webpage with the
required information on a monthly basis.
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\431\ Amended rule 2a-7(c)(12).
\432\ Certain of the required information is currently
maintained by money market funds for regulatory reasons, such as in
connection with accounting, tax, and disclosure requirements. We
understand that the remaining information is retained by funds in
the ordinary course of business. Accordingly, for the purposes of
our analysis, we do not ascribe any time to producing the required
information.
---------------------------------------------------------------------------

No commenters addressed the number of money market funds that would
be affected by the proposal or the estimated burden hours for
developing, maintaining and updating the webpage. Although, as
described above, we have revised the proposed disclosure which should
result in less information being required on a fund's Web site,
Commission staff believes that the number of money market funds is
currently 719 and that the hour burden per fund remains the same as
previously estimated. Although it is possible that the reduced
information required might result in a minimal decrease in the amount
of time required to develop, maintain and update the webpage,
Commission staff believes that the decrease would be negligible.
One commenter stated that the funds that currently post portfolio
holdings information at least quarterly on their Web sites would need,
under the rule amendments, to develop the capability to retain previous
months' portfolio holdings information on their Web sites, resulting in
an additional one-time burden that Commission staff did not include in
its estimate in the Proposing Release.\433\ Based on a review of some
of the current portfolio Web site disclosure by some commenters and
follow-up discussions with some commenters, Commission staff estimates
that 500 of the 575 funds that currently post portfolio information on
their webpages at least quarterly will need to develop this capability.
Commission staff further estimates that each of these 500 funds will
spend 12 hours to develop this capability, resulting in an additional
one-time burden for all such funds of 6000 hours.\434\
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\433\ See Data Communiqu[eacute] Comment Letter. Under our
proposal, funds would have been required to maintain the portfolio
holdings information on their Web sites for at least 12 months. We
are adopting a 6-month maintenance period for portfolio holding
information.
\434\ The estimated 12 hours is one-half the time that we
estimated that a fund would need to set up a new webpage (24 hours).
---------------------------------------------------------------------------

Based on an estimate of 719 money market funds posting their
portfolio holdings on their webpages, including 144 funds incurring
start-up costs to develop a webpage and 500 funds incurring a one-time
cost to develop the capability to retain previous months' portfolio
holdings information on their Web sites, we estimate that, in the
aggregate, the amendment will result in a total of 37,664 average
burden hours for all money market funds for each of the first three
years.\435\
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\435\ The estimate is based on the following calculations. The
staff estimates that 144 funds will require a total of 3456 hours
initially to develop a webpage (144 funds x 24 hours per fund = 3456
hours) and 500 funds will require a total of 6000 hours initially to
develop the capability to maintain historical portfolio holding
information (500 funds x 12 hours per fund = 6000 hours). In
addition, each of the 719 funds would require 48 hours per year to
update and maintain the webpage, for a total of 34,512 hours per
year (4 hours per month x 12 months = 48 hours per year; 48 hours
per year x 719 funds = 34,512). The average annual hour burden for
each of the first three years would thus equal 37,664 hours (3456 +
6000 + (34,512 x 3) / 3).

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[[Page 10093]]

6. Reporting of Rule 17a-9 Transactions
We are amending rule 2a-7 to require a money market fund to
promptly notify the Commission by electronic mail of the purchase of a
money market fund's portfolio security by certain affiliated persons in
reliance on rule 17a-9 and to explain the reasons for, and the
transaction price of, such purchase.\436\ The reporting requirement is
designed to assist Commission staff in monitoring money market funds'
affiliated transactions that otherwise would be prohibited. The new
collection of information will be mandatory for money market funds that
rely on rule 2a-7 and that rely on rule 17a-9 for an affiliated person
to purchase a money market fund's portfolio security. Information
submitted to the Commission related to a rule 17a-9 transaction will
not be kept confidential.
---------------------------------------------------------------------------

\436\ See amended rule 2a-7(c)(7)(iii)(B).
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We estimate that fund complexes will provide one notice for all
money market funds in a particular fund complex holding a distressed
security purchased in a transaction under rule 17a-9. As noted above,
Commission staff estimates that there are 163 fund complexes with money
market funds subject to rule 2a-7. Of these fund complexes, Commission
staff estimates that an average of 25 per year will be required to
provide notice to the Commission of a rule 17a-9 transaction, with the
total annual response per fund complex, on average, requiring 1 hour of
an in-house attorney's time. We received no comments on this estimate
and have not modified it. Given these estimates, the total annual
burden of this amendment to rule 2a-7 for all money market funds would
be approximately 25 hours.\437\
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\437\ The estimate is based on the following calculation: (25
fund complexes x 1 hour) = 25 hours.
---------------------------------------------------------------------------

7. Total Burden
The currently approved burden for rule 2a-7 is 310,983 hours. The
additional burden hours associated with the proposed amendments to rule
2a-7 will increase the renewal estimate to 395,779 hours annually.\438\
---------------------------------------------------------------------------

\438\ This estimate is based on the following calculation:
310,983 hours (current burden) + 46,781 hours (stress testing) + 326
hours (repurchase agreements) + 37,664 hours (Web site posting) + 25
hours (reporting 17a-9 transactions) = 395,779 hours.
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B. Rule 22e-3

Rule 22e-3 permits a money market fund that has broken the buck, or
is at imminent risk of breaking the buck, to suspend redemptions and
postpone the payment of proceeds pending board-approved liquidation
proceedings. The rule also requires a money market fund to provide
prior notification to the Commission of its decision to suspend
redemption and liquidate. Rule 22e-3 is intended to facilitate an
orderly liquidation, reduce the vulnerability of shareholders to the
harmful effects of a run on a fund, and minimize the potential for
market disruption. The notification requirement is a collection of
information under the PRA, and is designed to assist Commission staff
in monitoring a money market fund's suspension of redemption. The
respondents to this information collection would be money market funds
that break the buck, or are at imminent risk of breaking the buck, and
elect to rely on the exemption afforded by the rule. Respondents also
will include certain conduit funds that have invested in money market
funds that suspended redemptions in reliance on the rule. Compliance
with the notification requirement is mandatory for funds and conduit
funds that rely on rule 22e-3, and the information will not be kept
confidential.
In the Proposing Release, Commission staff estimated for purposes
of the Paperwork Reduction Act that, on average, one money market fund
would break the buck and liquidate every six years.\439\ The staff
further estimated that a fund would spend approximately one hour of an
in-house attorney's time to prepare and submit the notice. No commenter
addressed the estimated number of money market funds that would rely on
the rule or the estimated burden hours associated with complying with
the rule's notification requirement. The rule permits funds that invest
in a money market fund pursuant to section 12(d)(1)(E) of the Act
(``conduit funds'') to rely on the rule, and requires the conduit fund
to notify the Commission of its reliance on the rule.\440\ The proposed
rule would have applied only to conduit funds that are registered open-
end management investment companies, and in response to one comment we
have expanded the provision to also permit conduit funds that are
organized as unit investment trusts to rely on the rule.\441\ The staff
estimates that there are a total of 780 conduit funds that may invest
in money market funds that suspend redemptions in reliance on the rule,
and that an average of 10 conduit funds may invest in any money market
fund.\442\ Given these estimates, the total annual burden of proposed
rule 22e-3 for all money market funds and conduit funds would be
approximately 110 minutes.\443\
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\439\As noted above, only two money market funds have broken the
buck since the adoption of rule 2a-7 in 1983.
\440\See rule 22e-3(b).
\441\See supra note 390 and accompanying text.
\442\These estimates are based on a review of filings with the
Commission.
\443\This estimate is based on the following calculations: (1
hour / 6 years) = 10 minutes per year for each fund and conduit fund
that is required to provide notice under the rule. 10 minutes per
year x 11 (combined number of affected funds and conduit funds) =
110 minutes.
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C. Monthly Reporting of Portfolio Holdings

Rule 30b1-7 requires money market funds to file electronically a
monthly report on Form N-MFP within five business days after the end of
each month. The rule is intended to improve transparency of information
about money market funds' portfolio holdings and facilitate oversight
of money market funds. The information required by the form will be
data-tagged in XML format and filed through EDGAR. The respondents to
rule 30b1-7 will be investment companies that are regulated as money
market funds under rule 2a-7. Compliance with rule 30b1-7 is mandatory
for any fund that holds itself out as a money market fund in reliance
on rule 2a-7. Responses to the disclosure requirements will not be kept
confidential.
In the Proposing Release, Commission staff estimated that 750 money
market funds would be required by proposed rule 30b1-6 to file, on a
monthly basis, a complete Form N-MFP disclosing certain information
regarding the fund and its portfolio holdings.\444\ No commenters
addressed this estimate. For purposes of this PRA analysis, the burden
associated with the requirements of rule 30b1-7 has been included in
the collection of information requirements of Form N-MFP.
---------------------------------------------------------------------------

\444\ As noted above, in September 2009 we adopted interim final
temporary rule 30b1-6T. In order to minimize confusion over rule
numbering, we are adopting proposed rule 30b1-6 as rule 30b1-7.
---------------------------------------------------------------------------

Based on our experience with other interactive data filings, we
estimated in the Proposing Release that money market funds would
require an average of approximately 40 burden hours to compile, tag,
and electronically file the required portfolio holdings information

[[Page 10094]]

for the first time and an average of approximately 8 burden hours in
subsequent filings.\445\ Two commenters asserted that the Commission's
estimates did not include time to review the information required in
Form N-MFP.\446\ While the estimate did include time for the review of
the information, we nevertheless have increased our estimate to include
an additional 2 hours per filing for review of the information to
account for a full and careful review of the information to be filed.
We now estimate that there are 719 money market funds and that they
will require an average of approximately 42 burden hours to compile
(including review of the information), tag and electronically file the
required portfolio holdings information for the first time and an
average of approximately 10 burden hours in subsequent filings. Based
on these estimates, we estimate the average annual burden over a three-
year period would be 131 hours per money market fund.\447\ Based on an
estimate of 719 money market funds submitting Form N-MFP in interactive
data format, each incurring 131 hours per year on average, we estimate
that, in the aggregate, Form N-MFP would result in 94,189 burden hours,
on average, for all money market funds for each of the first three
years.\448\
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\445\ See Proposing Release, supra note 2, at n.334 and
accompanying text. We understand that the required information is
currently maintained by money market funds pursuant to other
regulatory requirements or in the ordinary course of business.
Accordingly, for the purposes of our analysis, we do not ascribe any
time to producing the required information.
\446\ See Data Communiqu[eacute] Comment Letter; Comment Letter
of Bowne & Co. Inc. (Oct. 29, 2009) (``Bowne Comment Letter''). In
addition, one commenter asserted that the Commission's estimate of
128 burden hours per money market fund for the first year (1 filing
x 40 hours + 11 filings x 8 hours) is far too low for subadvised
funds. See Committee Ann. Insur. Comment Letter. The commenter,
however, did not provide an estimate of the first year burden hour
for subadvised funds. As explained below in our discussion of the
effect the rule and form will have on competition, we do not believe
that the one-time burden for subadvised funds will be much different
than the burden on non-subadvised money market funds because the
information already should be readily available to the subadviser
and the lengthened time for filing Form N-MFP (from the proposed two
business days to five business days after the end of each month)
should provide subadvisers with sufficient time to send the
information to the principal adviser without having to invest in new
infrastructure to provide the information on a real-time basis. See
also infra Section VI.D.
\447\ The staff estimates that a fund will make 36 filings in
three years. The first filing will require 42 hours and subsequent
filings would require 10 hours each, for an average annual burden of
131 hours (1 filing x 42 hours = 42 hours; 35 filings x 10 hours =
350 hours; 42 hours + 350 hours = 392 hours; 392 hours / 3 years =
130.66 hours). Thereafter, filers generally would not incur the
start-up burdens applicable to the first filing.
\448\ This estimate is based on the following calculation: 719
portfolios x 131 hours = 94,189 hours.
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D. Weekly Reporting of Portfolio Holdings

Rule 30b1-6T requires a money market fund whose market-based net
asset value is less than $0.9975 to electronically (i) notify the
Commission promptly and submit a portfolio schedule within one business
day, and (ii) submit a portfolio schedule within two business days
after the end of each week until such time as the fund's market-based
net asset value equals or exceeds $0.9975. The rule is intended to
facilitate our oversight of money market funds. We are adopting as
final rule 30b1-6T. As adopted, the only change to the rule is the
expiration date. Rule 30b1-6T will expire on December 1, 2010. The
respondents to rule 30b1-6T are investment companies that are regulated
as money market funds under rule 2a-7. Compliance with the rule is
mandatory for any money market fund whose market-based NAV is less than
$0.9975. Responses to the disclosure requirements will be kept
confidential.
We previously estimated, based on past experience under the
Guarantee Program, that at any given time 10 money market funds will be
required by rule 30b1-6T to provide weekly reports disclosing certain
information regarding the fund's portfolio holdings.\449\ We received
no comments on our estimates. We estimate that money market funds will
require an average of approximately 6 burden hours to compile and
electronically submit the initial required portfolio holdings
information, and an average of approximately 4 burden hours in
subsequent reports.\450\ Based on these estimates, we estimate the
annual burden will be 210 hours per money market fund that is required
to provide the information.\451\ Based on an estimate of 10 money
market funds submitting information under the rule, we estimate that,
in the aggregate, rule 30b1-6T will result in 2100 burden hours for all
money market funds required to submit portfolio schedules.
---------------------------------------------------------------------------

\449\ See Rule 30b1-6T Release, supra note 303, at Section V.
\450\ We understand that the required information is currently
maintained by money market funds pursuant to other regulatory
requirements or in the ordinary course of business. Accordingly, for
the purposes of our analysis, we do not ascribe any time to
producing the required information.
\451\ Because one report is required each week, a fund would
submit 52 reports in one year. The first report would require 6
hours and subsequent reports would require 4 hours each. The
difference between the hours is due to the fact that funds generally
would not incur the additional start-up time applicable to the first
report. The burden of the reporting requirement would be 210 hours
(1 report x 6 hours = 6 hours, 51 reports x 4 hours = 204 hours, and
6 hours + 204 hours = 210 hours).
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V. Cost Benefit Analysis

The Commission is sensitive to the costs and benefits imposed by
its rules. We have identified certain costs and benefits of the
amendments and new rules. We received comments on the Commission's cost
benefit analysis of our proposed amendments to rule 2a-7 and on new
rule 30b1-7 and Form N-MFP, which are discussed below. The Commission
notes that no comments addressed the Commission's analysis of the costs
and benefits associated with the proposed amendments to rule 17a-9 and
new rule 22e-3 contained in the Proposing Release. We also received no
comments on the cost benefit analysis of rule 30b1-6T. As discussed
throughout the release, although there are costs associated with the
rules, we think the rules we are adopting will provide significant
benefits to the investing public and money market funds. We believe
these benefits justify the costs.

A. Rule 2a-7

1. Second Tier Securities, Portfolio Maturity, and Liquidity
Requirements
We are adopting several changes to the risk-limiting conditions of
rule 2a-7. While we believe that these changes will impart substantial
benefits to money market funds, we recognize that they also may also
impose certain costs.
First, we are amending rule 2a-7 to further restrict money market
funds' exposure to the risks presented by second tier securities. Under
the amendments, money market funds will not be permitted to acquire
second tier securities unless immediately after their acquisition the
money market fund would not have invested (i) more than three percent
of its total assets in second tier securities and (ii) more than 0.5
percent of its total assets in second tier securities of any particular
issuer.\452\ In addition, money market funds will not be permitted to
acquire any second tier security with a remaining maturity in excess of
45 days.\453\
---------------------------------------------------------------------------

\452\ See amended rule 2a-7(c)(3)(ii) (portfolio quality--second
tier securities); amended rule 2a-7(a)(27) (defining ``total
assets''); amended rule 2a-7(c)(4)(i)(C) (portfolio
diversification--issuer diversification--second tier securities). We
also are proportionately reducing by half the ability of a money
market fund to acquire ``demand features'' or ``guarantees'' of a
single issuer that are second tier securities from 5% to 2.5% of the
money market fund's total assets. See amended rule 2a-
7(c)(4)(iii)(B) and discussion of our rationale for making this
change in note 59 supra.
\453\ See amended rule 2a-7(c)(3)(ii).
---------------------------------------------------------------------------

Second, we are changing rule 2a-7's portfolio maturity limits. We
are

[[Page 10095]]

reducing the maximum weighted average maturity of a money market fund
permitted by rule 2a-7 from 90 days to 60 days.\454\ We also are
adopting a new 120-day maturity limitation on the ``weighted average
life'' of fund portfolio securities that will limit the portion of a
fund's portfolio that can be held in longer term floating- or variable-
rate securities.\455\ This restriction will require a fund to calculate
the weighted average maturity of its portfolio without regard to
interest rate reset dates. Finally, we are deleting a provision in rule
2a-7 that permitted money market funds not relying on the amortized
cost method of valuation to acquire Government securities with a
remaining maturity of up to 762 calendar days.\456\ Under the amended
rule, money market funds cannot acquire any security with a remaining
maturity of more than 397 days, subject to the maturity shortening
provisions for floating- and variable-rate securities and securities
with a demand feature.\457\
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\454\ See amended rule 2a-7(c)(2)(ii).
\455\ See amended rule 2a-7(c)(2)(iii).
\456\ Compare amended rule 2a-7(c)(2)(i) with current rule 2a-
7(c)(2)(ii). In a conforming change, we also are amending the
maturity-shortening provision of the rule for variable-rate
Government securities to require that the variable rate of interest
is readjusted no less frequently than every 397 days, instead of 762
days as previously permitted. See amended rule 2a-7(d)(1).
\457\ See amended rule 2a-7(c)(2)(i); amended rule 2a-7(d)(1)-
(5).
---------------------------------------------------------------------------

Third, we are adopting new liquidity requirements for money market
funds. In particular, we are amending rule 2a-7 to (i) Require that
each money market fund hold securities that are sufficiently liquid to
meet reasonably foreseeable shareholder redemptions in light of its
obligations under section 22(e) of the Act and any commitments the fund
has made to shareholders; \458\ (ii) further limit a money market
fund's investments in illiquid securities (i.e. securities that cannot
be sold or disposed of in the ordinary course of business within seven
days at approximately the value ascribed to them by the money market
fund); \459\ and (iii) require a taxable money market fund to hold at
least 10 percent of its total assets in ``daily liquid assets'' and any
money market fund to hold at least 30 percent of its total assets in
``weekly liquid assets.'' \460\
---------------------------------------------------------------------------

\458\ See amended rule 2a-7(c)(5).
\459\ See amended rule 2a-7(c)(5)(i). Under the amended rule, a
money market fund cannot acquire illiquid securities if immediately
after the acquisition, the fund would have invested more than five
percent of its total assets in illiquid securities.
\460\ See amended rule 2a-7(c)(5)(ii)-(iii). See also amended
rule 2a-7(a)(8) (defining ``daily liquid assets'') and 2a-7(a)(32)
(defining ``weekly liquid assets'').
---------------------------------------------------------------------------

a. Benefits
We believe that the amendments to rule 2a-7's risk-limiting
conditions are likely to produce broad benefits for money market fund
investors. As discussed in Sections II.A-C above, commenters agreed
that the proposed rule 2a-7 amendments concerning second tier
securities, maturity, and liquidity would benefit money market funds
and their investors.\461\ The amendments should reduce money market
funds' exposure to certain credit, interest rate, spread, and liquidity
risks. For example, limiting money market funds' ability to acquire
second tier securities will decrease money market funds' exposure to
credit, spread, and liquidity risks. Reducing the maximum weighted
average maturity of money market funds' portfolios will further
decrease their interest rate sensitivity. It also will increase their
ability to maintain a stable net asset value in the face of multiple
shocks to a money market fund, such as a simultaneous widening of
spreads and increase in redemptions, such as occurred during the fall
of 2008.\462\ Introducing the weighted average life limitation on money
market funds' portfolios will limit credit spread risk and interest
rate spread risk to funds from longer term floating- or variable-rate
securities. In addition, fund portfolios with a lower WAM and a 120-day
maximum WAL will turn over more quickly, and the fund will be better
able to increase its holdings of highly liquid securities in the face
of illiquid markets than funds operating under a maximum 90-day WAM
limitation.
---------------------------------------------------------------------------

\461\ See supra notes 36-40 and accompanying text; notes 137-139
and accompanying text; notes 159-161 and accompanying text; and
notes 184-185 and accompanying text.
\462\ See discussion in Section II.B.1 of this Release for an
example of the size of simultaneous shocks that a money market fund
could withstand with a WAM of 90 days as opposed to a WAM of 60
days.
---------------------------------------------------------------------------

We believe that the new liquidity requirements will decrease
liquidity risk. As discussed above, they are designed to increase a
money market fund's ability to withstand illiquid markets by ensuring
that the fund further limits its acquisitions of illiquid securities
and that a certain percentage of its assets are held in daily and
weekly liquid assets.\463\ Under the general liquidity requirement,
moreover, each money market fund must assess its liquidity needs on an
ongoing basis and take additional actions as appropriate in order to
manage its liquidity. Together, these requirements should decrease the
likelihood that a fund would have to realize losses from selling
portfolio securities into an illiquid market to satisfy redemption
requests, which could put pressure on the fund's ability to maintain a
stable net asset value.\464\ The minimum daily and weekly liquidity
standards require a money market fund to hold cash or securities that
can be readily converted to cash. In certain circumstances, funds would
be required to increase the level of these assets under the general
liquidity standard.\465\ We believe that these requirements, rather
than our traditional notion of liquidity, which was based on a fund's
ability to find a buyer of a security, are more likely to enable money
market fund advisers to meet their funds' liquidity needs and adjust
the funds' portfolios to increase liquidity when needed.\466\
---------------------------------------------------------------------------

\463\ See supra Section II.C.
\464\ See id.
\465\ See supra Section II.C.1.
\466\ See supra Section II.C.
---------------------------------------------------------------------------

We believe that a reduction of these credit, interest rate, spread,
and liquidity risks will better enable money market funds to weather
market turbulence and maintain a stable net asset value per share. The
amendments are designed to reduce the risk that a money market fund
will break the buck, and thereby prevent losses to fund investors. To
the extent that money market funds are more stable, they also will
reduce systemic risk to the capital markets and provide a more stable
source of financing for issuers of short-term credit instruments, thus
promoting capital formation. If money market funds become more stable
investments as a result of the rule amendments, they may attract
further investment, increasing their role as a source of capital.
b. Costs
We recognize that our amendments regarding second tier securities,
portfolio maturity, and liquidity will impose costs on some money
market funds. For example, yields might decrease in funds depending on
their current positions in second tier securities, less liquid
securities, and longer term instruments because those instruments
typically offer above average yields. We note that the yield offered by
a security is tied to its risk. It is important to consider our rule
amendments' impact on money market fund yields in this context.
Second Tier Securities. We received several comments on the
estimated costs of eliminating money market funds' ability to acquire
second tier securities. One commenter stated that such an elimination
would cost a money market fund 2 basis points in yield, assuming

[[Page 10096]]

that this money market fund held 5 percent of its assets in second tier
securities.\467\ This commenter stated that it believed that this cost
would be appropriate to strengthen the stability of money market funds
to weather potential future liquidity and credit crises and to promote
investor confidence. Several commenters agreed, stating that they did
not expect elimination to lead to market disruption.\468\ One commenter
added that given the small size of the second tier securities market,
the benefits of elimination would far outweigh any disadvantages.\469\
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\467\ This number was obtained in discussions with a commenter
clarifying certain aspects of its comment letter. See J.P. Morgan
Asset Mgt. Comment Letter.
\468\ ICI Comment Letter; TDAM Comment Letter; Thrivent Comment
Letter.
\469\ TDAM Comment Letter.
---------------------------------------------------------------------------

Another commenter stated that the benefits of money market funds
being able to invest in second tier securities, in terms of reducing
portfolio concentration in financial institution securities and
providing affordable financing for second tier security issuers,
outweigh any potential increased credit risk.\470\ This commenter
estimated that elimination of a money market fund's ability to acquire
second tier securities would cost it 3 basis points in yield, again
assuming that the money market fund held a full 5 percent of its assets
in second tier securities. Finally, a third commenter estimated that
elimination of money market funds' ability to acquire second tier
securities would cost a retail money market fund 4-8 basis points in
yield, a non-rated institutional money market fund 2-4 basis points in
yield, and a rated institutional fund 1-3 basis points in yield.\471\
This commenter assumed that these money market funds held 5 percent of
their assets in second tier securities and 5 percent of their assets in
lower quality first tier assets, and that all of these assets would not
be held if funds' ability to acquire second tier securities was
eliminated.
---------------------------------------------------------------------------

\470\ See Federated Comment Letter. As discussed in Section
II.A.1 of this Release, other commenters also asserted that a
complete ban on acquisition of second tier securities would not be
justified on a cost-benefit basis, would have a material adverse
impact on second tier security issuers, would have unintended
effects on the capital markets, and would increase borrowing costs
for second tier security issuers. We discuss these comments, and
provide our response, supra notes 41-53 and accompanying and
following text.
\471\ Fidelity Comment Letter. According to the iMoneyNet Money
Market Fund Analyzer Database, as of November 17, 2009, 61% of money
market fund assets were held in funds that were top rated by at
least one NRSRO and 34% of money market funds had a top rating from
at least one NRSRO. In order to retain a top rating, money market
funds must only hold first tier securities. According to analysis of
the iMoneyNet analyzer database, as of December 1, 2009,
approximately 48% of money market funds were retail funds and 52%
were institutional funds. Accordingly, Fidelity's estimates result
in a blended impact on money market funds of (6 basis points x 48%
retail funds) + (3 basis points x 34% non-rated institutional funds)
+ (2 basis points x 18% rated institutional funds) = 4.3 basis
points per fund.
---------------------------------------------------------------------------

As discussed above, we have determined not to eliminate money
market funds' ability to acquire second tier securities, but instead
are further restricting this ability. This change from our proposal
should result in costs that are less than estimated in the proposal and
less than commenters estimated for full-scale elimination. We believe
that the 3 percent limitation on money market funds' ability to acquire
second tier securities will have a small impact on money market
funds.\472\ Based on commenters' estimates described above, a reduction
in a money market fund's investment in second tier securities from 5
percent to 3 percent of its total assets would reduce its yield on
average by approximately 1.2 basis points.\473\ However, very few money
market funds hold more than 3 percent of their total assets in second
tier securities, and even fewer hold a full 5 percent. Our staff's
review of money market fund portfolios in September 2008 found that
only 4 percent of money market funds held more than 3 percent of their
assets in second tier securities. Accordingly, we estimate that each of
only 29 money market funds \474\ would face a reduction of yield of 1.2
basis points as a result of our amendments.
---------------------------------------------------------------------------

\472\ As discussed above, we do not believe that further
limitations on money market funds' ability to acquire second tier
securities will prevent their ability to achieve diversification
benefits. See supra note 47 and accompanying text.
\473\ This estimate is based on averaging the 2 basis point, 3
basis point, and 4.3 basis point estimates from commenters for a
reduction in second tier securities investment from 5% to 0%,
proportionately adjusted to reflect a reduction in investment from
5% to 3%.
\474\ This estimate is based on the following calculation: 719
money market funds x 4% = 29 money market funds.
---------------------------------------------------------------------------

We also are further reducing the ability of money market funds to
acquire second tier securities of any particular issuer from the
greater of 1 percent of assets or $1 million to 0.5 percent of assets.
Based on our staff's review of money market fund portfolios in
September 2008, 8 percent of money market funds held second tier
securities of any particular issuer in excess of 0.5 percent of the
money market fund's assets. We expect that these money market funds,
however, will simply reinvest this excess in the securities of other
second tier issuers and, therefore, that there will be no loss in fund
yield as a result of this restriction.\475\ Several commenters argued
that there are many second tier security issuers worthy of
investment.\476\ If any of these money market funds did not perform
credit analysis of a large enough group of second tier security
issuers, these funds may incur some administrative costs in tracking
additional issuers.\477\
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\475\ Commenters (for example, the Federated Comment Letter and
the Fidelity Comment Letter) asserted that there are numerous
quality second tier security issuers. Because this limitation, when
combined with the 3% aggregate limitation on acquisition of second
tier securities, only limits money market funds to holding a minimum
of 6 second tier issuers if it were to maximize the limitations
(rather than 5 second tier issuers under the current rule), we do
not expect that money market funds would have difficulty finding six
appropriate second tier security issuers in which to invest.
\476\ See, e.g., Chamber/Tier 2 Issuers Comment Letter;
Federated Comment Letter; Fidelity Comment Letter; USAA Comment
Letter.
\477\ Based on discussions we had with certain commenters
clarifying certain aspects of their comment letters, we understand
that all of these larger managers track sufficient second tier
security issuers that the 0.5% limitation per second tier security
issuer should not create additional costs related to tracking
additional issuers.
---------------------------------------------------------------------------

Finally, we are limiting money market funds to only acquiring
second tier securities with a remaining maturity of less than 45 days.
According to Federal Reserve data, in 2009, only 4 percent of A2/P2
non-financial commercial paper had a maturity of greater than 40 days
on issuance, and thus we do not expect that the 45-day maturity limit
will have more than a negligible cost impact on taxable money market
funds.\478\ In addition, based on our staff's review of tax-free money
market fund portfolios in September 2008, we estimate that very few
money market funds held second tier municipal securities with a
maturity of greater than 45 days that were second tier securities at
the time of acquisition. As a result, we do not expect that the 45-day
maturity limit will have more than a negligible cost impact on money
market funds.
---------------------------------------------------------------------------

\478\ See Federal Reserve, Volume Statistics for Commercial
Paper, A2/P2 Nonfinancial, available at http://www.federalreserve.gov/releases/cp/volumestats.htm.
---------------------------------------------------------------------------

WAM and WAL. Three commenters provided cost estimates for a
reduction in the maximum weighted average maturity for money market
funds. One commenter estimated that if all money market funds had a WAM
of 75 days and reduced their WAM to 60 days, it would cost each money
market fund 2.5 to 3 basis points in yield.\479\ Similarly, another
commenter estimated that this same reduction would cost each money
market fund 3 basis points in yield, and a reduction in WAM from 90
days to 75

[[Page 10097]]

days would also cost a money market fund 3 basis points in yield.\480\
Finally, a third commenter estimated that if all money market funds had
a WAM of 90 days and reduced their WAM to 60 days, it would cost each
money market fund 5 to 10 basis points in yield.\481\ According to
these estimates, it would cost a money market fund 5 to 10 basis points
in yield to reduce its WAM from 90 days to 60 days.
---------------------------------------------------------------------------

\479\ J.P. Morgan Asset Mgt. Comment Letter.
\480\ Federated Comment Letter.
\481\ Fidelity Comment Letter.
---------------------------------------------------------------------------

However, historically most money market funds have not maintained a
WAM of more than 60 days. According to data provided by the ICI, from
January 1998 through April 2009, even the 75th percentile of prime
money market funds has maintained an average WAM of 53 days and the
90th percentile of prime money market funds has maintained an average
WAM of 65 days.\482\ As of November 17, 2009, despite the historically
low interest rate environment in which money market funds have tended
to extend WAM closer to the maximum limits to gain additional yield,
only 1.5 percent of taxable money market funds reported a WAM of more
than 75 days (with most of those having a WAM of only slightly over 75
days) and only 15.5 percent reported a WAM of 61-75 days (with these
funds having an average WAM of 68 days).\483\ We understand that most
money market funds like to have some cushion by maintaining a WAM below
the permitted maximum, but we do not believe that money market funds
believe that such a large cushion must always be maintained. Rather, we
believe that many money market funds have maintained lower WAMs than
required because they believed that it is prudent management of their
portfolio to do so.\484\
---------------------------------------------------------------------------

\482\ Investment Company Institute, Average Maturity of Taxable
Prime Money Market Funds, 1998-2009, available at http://www.sec.gov/comments/s7-11-09/s71109-14.htm.
\483\ Based on data from the iMoneyNet Money Market Fund
Analyzer Database as of November 17, 2009. The WAMs of the funds
with WAMs over 75 days were: 2 at 76 days, 1 at 77 days, and 3 at 78
days. Tax-free money market funds have WAMs considerably lower (30%
of money market funds were tax-free as of December 8, 2009 according
to data from the iMoneyNet Money Market Fund Analyzer Database).
\484\ See, e.g., supra notes 137-139 and accompanying text.
---------------------------------------------------------------------------

Based on this data, on the WAMs of taxable and prime money market
funds and on commenters' estimates of the impact of a reduction in WAM,
we estimate that 10 money market funds will have to reduce their WAM
from 78 days to 55 days at a cost of 6 basis points per fund. We
further estimate that 70 money market funds will have to reduce their
WAM from 68 days to 55 days at a cost of 2 basis points per fund.
Three commenters provided cost estimates for a reduction in the
maximum weighted average life for money market funds. One commenter
estimated that if all money market funds had a WAL of 180 days and
reduced their WAL to 120 days, it would cost each money market fund 2
to 4 basis points in yield.\485\ Another commenter estimated that a WAL
reduction of 150 to 120 days would cost each money market fund 1 to 3
basis points in yield.\486\ Finally, a third commenter estimated that
if all money market funds reduced their WAL to 120 days, it would cost
each money market fund 3 basis points in yield.\487\ According to these
estimates, it would cost a money market fund 1 to 3 basis points in
yield to reduce its WAL from 150 days to 120 days.\488\ We estimate
that two-thirds of taxable money market funds and all tax-free money
market funds already maintain a WAL of 120 days or less and thus will
incur no cost in transitioning to this amendment to rule 2a-7.\489\ We
estimate that the other third of taxable money market funds, or 163
funds, maintain a maximum WAL of no greater than 150 days and will
incur on average a cost of 2 basis points per fund to reduce their WAL
to 120 days.
---------------------------------------------------------------------------

\485\ J.P. Morgan Asset Mgt. Comment Letter and subsequent
Commission staff conversation with J.P. Morgan staff breaking down
the cost estimate in the J.P. Morgan Asset Mgt. Comment Letter by
each proposed amendment to rule 2a-7.
\486\ Fidelity Comment Letter (focusing on government money
market funds).
\487\ Federated Comment Letter. The Federated Comment Letter did
not specify a WAL starting point for its assumed reduction to a 120-
day WAL. Rather, it evaluated instruments that it believed would
likely be subject to greater demand or a shorter maturity with a
120-day maximum WAL requirement and estimated the increased cost to
money market funds from those securities becoming more expensive as
a result.
\488\ Based on discussions we had with certain commenters
clarifying certain aspects of their comment letters, we do not
believe that more than a negligible number of money market funds are
maintaining a WAL of 180 days.
\489\ We are not aware of any data provider that tracks the WAL
of all money market funds (likely because money market funds are not
limited currently in the weighted average life that they must
maintain). An analysis of the 16 largest, top-rated, prime
institutional money market funds (representing 53% of all prime
institutional money market fund assets as of June 30, 2009) found
that of the 14 funds providing information on the final maturities
of their portfolio securities, all had a WAL of under 120 days. See
Capital Advisors Group, How Safe are Prime Money Market Funds? (Nov.
1, 2009), available at http://web.capitaladvisors.com/whitepapers/How%20Safe%20Are%20MMFs.pdf (``CAG Report''). This information,
combined with discussions we had with certain commenters clarifying
certain aspects of their comment letters, leads us to estimate that
two thirds of money market funds currently are maintaining a WAL of
no greater than 120 days and that the other third currently are
maintaining a WAL of no greater than 150 days. We also understand
that the majority of money market funds currently are in compliance
with the maximum 120-day WAL because of their voluntary compliance
with the recommendations contained in the ICI Report. Because most
securities held by tax-free money market funds have a demand feature
reducing the security's maturity under the WAL calculation to a very
short duration, we understand that tax-free money market funds do
not have a WAL greater than 120 days.
---------------------------------------------------------------------------

Several commenters stated that the new WAM limitation would reduce
the range of securities available for money market fund investment and
increase demand for shorter term securities.\490\ No commenters
provided any cost estimate for this potential impact. If this did
occur, and if the increased demand was not met with increased supply of
such securities, the new maturity limitations could result in
additional incremental costs to money market funds.
---------------------------------------------------------------------------

\490\ See, e.g., Charles Schwab Comment Letter; J.P. Morgan
Asset Mgt. Comment Letter; State Street Comment Letter.
---------------------------------------------------------------------------

A few commenters also believed that the amended maturity
limitations would increase security issuer costs because they would
have to issue shorter maturity securities and assume greater risk from
having to roll over their securities more frequently.\491\ No
commenters provided any cost estimate for this potential impact. If
security issuer costs do increase as a result of the amended maturity
limitations and these issuers as a consequence are unable to obtain the
same amount of financing, it may have a negative impact on capital
formation.
---------------------------------------------------------------------------

\491\ See, e.g., Fannie Mae Comment Letter; State Street Comment
Letter; Wells Fargo Comment Letter.
---------------------------------------------------------------------------

General Liquidity Requirement. As discussed above, the amended rule
includes a general liquidity requirement, under which a fund's
management and its board must evaluate the funds' liquidity needs and
protect shareholders from the harm that can occur from the failure to
properly anticipate and provide for those needs. We also noted that in
order to comply with this provision in amended rule 2a-7 under the
compliance rule, we expect that money market funds would adopt policies
and procedures designed to assure that appropriate efforts are
undertaken to identify risk characteristics of the fund's
shareholders.\492\ For purposes of the PRA analysis, we estimated that
each fund complex would incur, on average, 9 hours to document, review,
and adopt policies and procedures for monitoring the risk
characteristics of money market

[[Page 10098]]

fund investors.\493\ Based on this estimate, we estimate that it would
cost a fund complex $6976 to document, review, and adopt these policies
and procedures, for a total cost of $1,137,000.\494\
---------------------------------------------------------------------------

\492\ See supra note 198 and accompanying text.
\493\ See supra note 407 and accompanying and preceding text.
\494\ These estimates are based on the following calculations: 8
hours x $372/hour (for a senior portfolio manager) = $2976; 1 hour x
$4000 (for a board of directors) = $4000; ($2976 + $4000) x 163
complexes = $1,137,088. The hourly wage used for senior portfolio
managers is from the SIFMA Report on Management & Professional
Salaries Data (Sept. 2008), modified to account for an 1800-hour
work-year and multiplied by 5.35 to account for bonuses, firm size,
employee benefits, and overhead.
---------------------------------------------------------------------------

Illiquid Securities. Two commenters provided estimates with respect
to the proposed ban on purchases of illiquid securities. One commenter
estimated that the proposed ban would decrease money market funds'
yields from 2 to 6 basis points, assuming that the fund holds 10
percent of its total assets in illiquid securities.\495\ Another
commenter submitted that the ban on illiquid securities would decrease
yields by 3 basis points.\496\ Based on commenters' estimates, a money
market fund that reduces its investments in illiquid securities from 10
percent to 5 percent would reduce its yield on average by 2 basis
points.\497\
---------------------------------------------------------------------------

\495\ See Fidelity Comment Letter.
\496\ See Federated Comment Letter (without specifying the
assumed holdings of illiquid securities).
\497\ The individual reduction in basis points is calculated by
taking the average of the estimated range of 2 to 6 basis points
((2+6) / 2 = 4 basis points; 4 basis points / 10% = 0.4 basis points
per 1% reduction), proportionally adjusted to reflect an adjustment
in investment in illiquid securities from 10% to 5% (5 x 0.4 = 2).
---------------------------------------------------------------------------

Our staff's review of money market funds' portfolios in September
2008 found that 24 percent of funds reported held any illiquid
securities.\498\ Based on the staff's review as applied to the current
number of money market funds (719),\499\ we estimate current money
market fund holdings of illiquid securities as follows:
---------------------------------------------------------------------------

\498\ We note that these holdings are likely to include some
securities that were not illiquid at acquisition. Thus, our
estimates on the impact of reducing holdings of illiquid securities
may be higher than the impact that would be experienced by some
money market funds.
\499\ The number of money market funds is based on Investment
Company Institute, Trends in Mutual Fund Investing, Oct. 2009,
available at http://www.ici.org/research/stats/trends/trends_10_09.

------------------------------------------------------------------------
Percentage of total assets represented Percentage of Number of
by illiquid securities funds funds
------------------------------------------------------------------------
10 percent.............................. 0.6 4
9 percent............................... 0.4 3
8 percent............................... 0.4 3
7 percent............................... 0.4 3
6 percent............................... 1.0 7
5 percent or less....................... 97.2 698
------------------------------------------------------------------------

Based on these estimated holdings, staff makes the following
estimates: 4 funds with 10 percent of assets invested in illiquid
securities will experience a reduction in holdings of 5 percent and a
yield impact of 2 basis points; \500\ 3 funds with 9 percent of assets
invested in illiquid securities holdings will experience a reduction in
holdings of 4 percent and a yield impact of 1.6 basis points; \501\ 3
funds with 8 percent of assets invested in illiquid securities holdings
will experience a reduction in holdings of 3 percent and a yield impact
of 1.2 basis points; \502\ 3 funds with 7 percent of assets invested in
illiquid securities holdings will experience a reduction in holdings of
2 percent and a yield impact of 0.8 basis points;\503\ 7 funds with 6
percent of assets invested in illiquid securities holdings will
experience a reduction in holdings of 1 percent and a yield impact of
0.4 basis points.\504\
---------------------------------------------------------------------------

\500\ (10%-5% (allowable amount remaining) = 5%). 5 x 0.4 basis
points (basis point impact per 1%) = 2 basis points.
\501\ (9%-5% (allowable amount remaining) = 4%). 4 x 0.4 basis
points = 1.6 basis points.
\502\ (8%-5% (allowable amount remaining) = 3%). 3 x 0.4 basis
points = 1.2 basis points.
\503\ (7%-5% (allowable amount remaining) = 2%). 2 x 0.4 basis
points = 0.8 basis points.
\504\ (6%-5% (allowable amount remaining) = 1%). 1 x 0.4 basis
points = 0.4 basis points.
---------------------------------------------------------------------------

Daily Liquidity Requirements. Two commenters specifically addressed
the proposed daily liquidity requirements. Both commenters estimated
that there would be no yield impact as a result of the proposed 10
percent threshold.\505\ Based on these comments, we assume that the 10
percent daily minimum liquidity standard we are adopting will have no
impact on money market funds' yield.\506\
---------------------------------------------------------------------------

\505\ See Federated Comment Letter; Fidelity Comment Letter.
\506\ Our understanding is that money market funds' current
practice is to maintain approximately 10% of their portfolio in
daily liquid assets. See CAG Report, supra note 489; Fitch Report,
supra note 274, at 6 (Fitch-rated prime money market funds'
aggregate exposure to sources of overnight liquidity, including
repurchase agreements, time deposits and shares of other money
market funds, was approximately 15% of total assets for the six-
month period ended on May 15, 2009).
---------------------------------------------------------------------------

Weekly Liquidity Requirements. A few commenters provided estimates
on the costs of the proposed weekly liquidity requirements. One
commenter estimated that the yield impact of the proposed 30 percent
weekly liquidity standard for institutional funds would range from 15
to 20 basis points,\507\ while another commenter estimated that the
yield impact would be 10 basis points.\508\ A third commenter submitted
that the proposed 30 percent weekly liquidity requirement would have a
yield impact of 9 basis points, but would have no impact if the
threshold was 20 percent and included agency discount notes with
remaining maturities of 95 days or less.\509\ None of these commenters
explained the baseline (i.e., the percentage of weekly liquid assets
institutional funds currently hold) on which their estimated impacts on
yield are based. A fourth commenter estimated that if money market
funds had to increase their weekly liquid assets by 10 percent, the
yield impact would be between 3 and 6 basis points.\510\ Thus,
commenters' estimates of the yield impact to institutional funds of
maintaining 30 percent of their portfolio in weekly liquid assets
ranged

[[Page 10099]]

from 3 to 20 basis points.\511\ We have averaged these estimates to
determine our estimated yield impact on institutional funds of 1.025
basis points per percentage increase in existing assets that would have
to be converted to weekly liquid assets.\512\
---------------------------------------------------------------------------

\507\ See Fidelity Comment Letter (noting that including agency
discount notes with remaining maturities of 397 days or less in
weekly liquid assets would have reduced this estimate by about 3
basis points for institutional money market funds).
\508\ GE Asset Mgt. Comment Letter (arguing that the requirement
could cause a more pronounced yield widening effect as a result of
supply/demand dynamics, i.e., there would be an increase in demand
for securities with 7-day maturities or less, which would result in
a corresponding decrease in yield for such instruments;
consequently, there could also be a reduced demand for longer-dated
instruments, which would adversely impact the short-term financing
for issuers of such instruments).
\509\ Federated Comment Letter.
\510\ J.P. Morgan Asset Mgt. Comment Letter and subsequent
Commission staff conversation with J.P. Morgan staff breaking down
the cost estimate in the J.P. Morgan Asset Mgt. Comment Letter by
each proposed amendment to rule 2a-7.
\511\ We note that the range of these estimates is likely to be
lower if agency discount notes with remaining maturities of less
than 60 days are included. We have not adjusted for that, however,
to maintain a conservative estimate.
\512\ Our estimate is based on an average of the commenters'
estimated (or the midpoint of commenters' estimated) impacts of
17.5, 10, 9, and 4.5 basis points per 10% increase in weekly liquid
assets as proportionally adjusted: 1.75 + 1.0 + 0.9 + 0.45 = 4.1;
4.1 basis points / 4 = 1.025 basis point increase. See notes 507-510
and accompanying text.
---------------------------------------------------------------------------

We estimate that half of institutional money market funds currently
maintain 30 percent or more of their total assets in weekly liquid
assets and thus would experience no reduction in yield as a result of
the weekly liquidity requirement. We further estimate that 38 percent
of institutional funds maintain 25 percent of their assets in weekly
liquid assets; 6 percent of institutional funds maintain 20 percent of
their assets in weekly liquid assets and 6 percent of institutional
funds maintain 15 percent of their assets in weekly liquid assets.\513\
Based on these estimates, we estimate that 187 funds may experience no
impact, 142 funds may experience a 5.125 basis point impact on yield,
22 funds may experience a 10.25 basis points, and 22 funds may
experience a 15.375 basis point impact on yield.\514\
---------------------------------------------------------------------------

\513\ While we are not aware of any data provider that tracks
the actual maturities of securities (as opposed to WAM, which
estimates the maturity of floating rate notes based on the interest
reset date rather than actual maturity), we are able to provide
estimates based on the analysis of the Capital Advisors Group that
found that on or near September 30, 2009, the 16 funds providing
information on their portfolio securities averaged 30% of assets in
securities convertible to cash in 1 to 7 days. In addition, 8 (50%)
had 7-day liquidity of 30% or greater; 6 (38%) had 7-day liquidity
of 25%-30%; 1 (6%) had liquidity of 20%-25%, and 1 (6%) had 7-day
liquidity of 15%-20%. See CAG Report, supra note 489. For purposes
of our estimates, we are assuming the funds in each category held
the lowest level of weekly liquid assets in the category.
\514\ As noted above, there are currently 719 money market
funds, of which we estimate that 52% (374) are institutional funds.
See supra notes 471 and 499.
---------------------------------------------------------------------------

One commenter provided specific estimates for the impact of the
proposed 15 percent weekly liquid asset requirement on retail money
market funds of between two and four basis points.\515\ Assuming that
the starting point for these estimates was 10 percent of investments in
weekly liquid assets, we estimate that the yield impact per percentage
increase to satisfy the weekly liquid asset requirement would be 0.6
basis points.\516\ We estimate that all retail money market funds
maintain 15 percent of their total assets in weekly liquid assets.\517\
Based on this estimate, we estimate that the average yield impact for
each retail money market fund would be 9 basis points.\518\
---------------------------------------------------------------------------

\515\ See Fidelity Comment Letter.
\516\ This assumes an average of 3 basis points proportionally
adjusted for an increase of 5%. We assume that the commenter based
its estimate on an increase from 10% holdings because as noted
above, we assume that all money market funds have on average daily
liquidity of at least 10% and the commenter based its estimates on
the proposed weekly liquid asset requirement of 15% for retail
funds. See supra note 506 and accompanying text.
\517\ We believe that most retail money market funds currently
are in voluntary compliance with the 20% weekly liquidity standard
recommended by the ICI Report, which would include agency discount
notes with original issue maturity of 95 days or less. The final
rule permits agency discount notes with remaining maturities of 60
days or less, and we are conservatively estimating that retail funds
maintain an average of 15% of assets in weekly liquid assets.
\518\ 0.6 basis points x 15% = 9 basis points. This estimate may
be overstated because, as noted above, we believe that most retail
funds hold 20% of their assets in weekly liquid assets, and thus
would have to convert a smaller percentage of assets to weekly
liquid assets.
---------------------------------------------------------------------------

Investors. The decreased yield that some money market funds may
offer as a result of the amendments we are adopting today may limit the
range of choices that individual money market fund investors have to
select their desired level of investment risk. This might cause some
investors to shift their assets to, among other places, bank deposits
or offshore or other enhanced cash funds unregulated by rule 2a-7 that
are able to offer a higher yield.\519\ Investors that choose to move to
unregulated products may have fewer protections than they had in money
market funds regulated under rule 2a-7. When markets come under stress,
investors may be more likely to withdraw their money from these
offshore or private funds due to their perceived higher risk\520\ and
substantial redemptions from those funds and accompanying sales of
their portfolio securities could increase systemic risk to short-term
credit markets, which would impact money market funds. In addition, the
stricter portfolio quality, maturity, and liquidity requirements may
result in some money market funds having fewer issuers from which to
select securities if some issuers only offer second tier securities,
less liquid securities, or a larger percentage of longer term
securities.
---------------------------------------------------------------------------

\519\ Some commenters suggested this possibility. See, e.g.,
Goldman Sachs Comment Letter; State Street Comment Letter (making
this comment with respect to reducing the maximum permissible WAM).
\520\ During the market events of 2007-2008, investors redeemed
substantial amounts of assets from certain bond funds and offshore
money market funds. See ICI Report, supra note 14, at 106-07.
---------------------------------------------------------------------------

Issuers. Our new portfolio quality, maturity, and liquidity
restrictions also may impact issuers. Issuers may experience increased
financing costs to the extent that they are unable to find alternative
purchasers at previous market rates of second tier securities, less
liquid securities, longer term securities, or adjustable-rate
securities that money market funds determine to no longer acquire
because of the new restrictions. Several commenters stated that
elimination of money market funds' ability to acquire second tier
securities would increase issuers' borrowing costs and thus could
increase the cost of capital formation.\521\ No commenters provided
estimates of such costs.
---------------------------------------------------------------------------

\521\ See, e.g., Am. Elec. P. Comment Letter; Chamber/Tier 2
Issuers Comment Letter. But see ICI Comment Letter (stating their
belief that elimination would have a manageable impact on second
tier security issuers).
---------------------------------------------------------------------------

As noted earlier in this section, we do not believe that money
market funds currently hold a significant amount of second tier
securities or securities that are illiquid at acquisition in excess of
the newly adopted limitations for these securities. Thus, we expect
that the amendments' impact on issuers of these securities will be
minimal. We also know that few money market funds maintain a WAM in
excess of 60 days, and we therefore believe that our new WAM
restriction will not have a significant impact on issuers of longer
term securities.\522\ To the extent that the new WAM limitation results
in companies or governments issuing shorter maturity securities, those
issuers may be exposed to an increased risk of insufficient demand for
their securities and adverse credit market conditions because they must
roll over their short-term financing more frequently. We note that this
impact could be mitigated if money market funds sufficiently staggered
or ``laddered'' the maturity of the securities in their portfolios.
---------------------------------------------------------------------------

\522\ See supra notes 482-483 and accompanying text.
---------------------------------------------------------------------------

Finally, we estimate that one third of taxable money market funds
will have to reduce the WAL of their portfolio,\523\ and thus it is
possible that some adjustable-rate security issuers will need to
shorten the maturities of some of the securities they offer, which may
result in increased borrowing costs.\524\ In addition, the markets for
longer term securities may become less liquid if the

[[Page 10100]]

rule amendments cause issuance of these instruments to decline.\525\
---------------------------------------------------------------------------

\523\ See supra note 489 and accompanying and following text.
\524\ See supra note 491 and accompanying text for comments
asserting this possible negative impact.
\525\ No commenters addressed this possibility.
---------------------------------------------------------------------------

Government Securities. We do not believe that eliminating the
provision in rule 2a-7 that allowed money market funds relying solely
on the penny-rounding method of pricing to hold Government securities
with remaining maturities of up to 762 days will have a material impact
on money market funds, investors, or issuers of longer term Government
securities because we believe that substantially all money market funds
rely on the amortized cost method of valuation, and not exclusively on
the penny-rounding method of pricing, and thus are not eligible to rely
on this exception. We received one comment on this proposal, which
stated that they were not aware of any money market funds that relied
on the penny rounding method of pricing.\526\
---------------------------------------------------------------------------

\526\ BlackRock Comment Letter.
---------------------------------------------------------------------------

2. Designation of NRSROs
The amendments to rule 2a-7 require a money market fund's board of
directors to designate at least four NRSROs whose credit ratings the
fund will use in determining the eligibility of portfolio securities
under the rule and that the board determines annually issue credit
ratings that are sufficiently reliable for this use.\527\ In addition,
money market funds are required to disclose designated NRSROs in their
registration statements.\528\
---------------------------------------------------------------------------

\527\ Amended rule 2a-7(a)(11) (defining the term ``designated
NRSRO'').
\528\ Amended rule 2a-7(a)(11)(iii). The fund would be required
to make the disclosure in its SAI, under Part B of Form N-1A [17 CFR
239.15A].
---------------------------------------------------------------------------

We anticipate that the requirement to designate at least four
NRSROs could foster competition among NRSROs to produce the most
accurate ratings in order to obtain designation by money market fund
boards. Several commenters agreed that designating at least three
NRSROs could encourage competition among NRSROs to achieve designation
by money market fund boards.\529\ To the extent that competition
increases the reliability of the credit ratings of designated NRSROs,
this could increase the efficiency of fund managers in determining
eligibility of portfolio securities. Some commenters expressed concern,
however, that a requirement to designate at least three NRSROs could
result in fund boards designating only the three largest NRSROs that
issue most of the ratings,\530\ which could result in decreased
competition among NRSROs. To address this concern, in light of the
Commission's goal of increasing competition among NRSROs, we are
requiring each fund to designate at least four NRSROs. In addition,
requiring designation of four NRSROs may encourage new NRSROs that
issue ratings specifically for money market fund instruments to enter
the market.
---------------------------------------------------------------------------

\529\ See, e.g., HighMark Capital Comment Letter; Invesco Aim
Comment Letter.
\530\ See DBRS Comment Letter; C. Wesselkamper Comment Letter.
We note that of the 10 registered NRSROs, three issued over 97% of
the ratings across categories that NRSROs reported to the
Commission. See SEC, Annual Report on Nationally Recognized
Statistical Rating Organizations at 9 (Sept. 2009).
---------------------------------------------------------------------------

We recognize that the requirement to designate and annually
evaluate at least four NRSROs will result in costs to the fund.\531\
For the purposes of the PRA, we estimate that the requirement that
money market funds disclose this designation, including any limitations
on the use of the designations, in their SAIs will not result in
additional costs for funds.\532\ We expect that boards will designate
NRSROs based on recommendations from the fund's adviser and its credit
analysts. Similarly, we believe the board's annual determination
regarding designated NRSROs will be based on recommendations from the
adviser and its credit analysts. Staff estimates that it will take each
fund's board of directors approximately 6 hours each year to designate
NRSROs and determine whether the NRSROs ratings are sufficiently
reliable for such use. Based on an hourly rate for the board of $4000,
we estimate that each money market fund will incur $24,000 and all fund
complexes will incur $3.9 million annually for the boards of directors
to initially designate and determine the reliability and sufficiency of
the designated NRSROs' credit ratings for use in determining
eligibility of portfolio securities.\533\
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\531\ While we received comments regarding the designation of
NRSROs, none of the comments discussed the costs of designation to
funds or their advisers.
\532\ See supra Section IV.A.1.
\533\ This estimate is based on the following calculation:
$24,000 x 163 (fund complexes) = $3,912,000. We have estimated total
costs for fund complexes because we assume that boards of directors
will undertake to designate and determine for all funds in the
complex at the same time (although boards may designate and make
annual determinations with respect to different NRSROs for different
money market funds).
---------------------------------------------------------------------------

We expect that fund advisers currently evaluate the reliability of
NRSRO ratings and ratings criteria as part of the credit analysis they
perform (under delegated authority from the board) in determining the
eligibility of portfolio securities. We also assume that this
evaluation includes consideration and internal documentation of whether
an NRSRO's rating is sufficient for that use. Accordingly, while we do
not anticipate that fund advisers will incur additional time to prepare
their recommendations, we expect that fund advisers will incur costs to
draft those recommendations in a presentation or report for board
review regarding designation of NRSROs and the sufficiency of
designated NRSROs' ratings. Staff estimates that the investment adviser
for each complex will spend 6 hours annually to prepare a report based
on the adviser's internal review and documentation that summarizes its
recommendation with respect to each NRSRO that may be considered for
designation and any limits on the use of that NRSRO under the rule at a
cost per fund complex of $1770 and a total cost of $288,510.\534\
---------------------------------------------------------------------------

\534\ These estimates are based on the following calculations:
($202/hour (intermediate portfolio manager) x 3 hours) + ($388/hour
(senior portfolio manager) x 3 hours) = $1770; $1770 x 163 fund
complexes = $288,510. Hourly wages used for purposes of the estimate
of portfolio manager salaries are from the SIFMA Report on
Management & Professional Salaries Data (Sept. 2008), modified to
account for an 1800-hour work-year and multiplied by 2.93 to account
for bonuses, firm size, employee benefits and overhead.
---------------------------------------------------------------------------

As noted above, we understand that money market fund advisers
currently evaluate NRSROs that rate securities in which the fund
invests. We also understand that fund advisers monitor NRSROs for
potential downgrades of portfolio securities. Prior to today's
amendments, if the fund invested in unrated or second tier securities,
the adviser had to monitor all NRSROs in case there was a downgrade of
a second tier security or an unrated security received a rating below
one of the top two categories.\535\ Thus, we do not expect that
limiting the number of NRSROs that a fund must monitor to four (or
more, if the fund chooses) will result in increased costs to fund
advisers to monitor NRSROs.
---------------------------------------------------------------------------

\535\ See current rule 2a-7(c)(6)(i)(A)(2).
---------------------------------------------------------------------------

3. Stress Testing
As proposed, we are amending rule 2a-7 to require that a money
market fund's board of directors adopt written procedures that provide
for the periodic stress testing of each money market fund's
portfolio.\536\ A fund's board of directors determines the frequency of
stress testing. The procedures must require testing of the fund's
ability to

[[Page 10101]]

maintain a stable net asset value per share based upon certain
hypothetical events.\537\ The procedures also must provide for a report
to be delivered to the fund's board of directors at its next regularly
scheduled meeting on the results of the testing, or more often as
appropriate in light of the results.\538\ The report must include an
assessment by the fund's adviser of the fund's ability to withstand the
events (and concurrent occurrences of those events) that are reasonably
likely to occur within the following year.\539\
---------------------------------------------------------------------------

\536\ See supra Section II.C.4. We did not receive any comment
on the estimates and assumptions included in our proposal.
Accordingly, we have not modified any of those estimates except to
reflect the new requirement included in the amended rule.
\537\ As proposed, the hypothetical events described in the
final rule include a change in short-term interest rates, an
increase in shareholder redemptions, a downgrade of or default on a
portfolio security, and widening or narrowing of spreads between
yields on a benchmark selected by the fund and securities held by
the fund. See amended rule 2a-7(c)(10)(v)(A).
\538\ Amended rule 2a-7(c)(10)(v)(B). The report must include
dates on which the testing was performed and the magnitude of each
hypothetical event that would cause the deviation of the money
market fund's net asset value, calculated using available market
quotations (or appropriate substitutes that reflect current market
conditions), from its net asset value per share, calculated using
amortized cost, to exceed \1/2\ of 1%. Amended rule 2a-
7(c)(10)(v)(B)(1).
\539\ Amended rule 2a-7(c)(10)(v)(B)(2).
---------------------------------------------------------------------------

We anticipate that stress testing will give fund advisers a better
understanding of the effect of potential market events and shareholder
redemptions on their funds' ability to maintain a stable net asset
value, the funds' exposure to the risk that they would break the buck,
and actions the advisers may need to take to mitigate the possibility
of the funds breaking the buck.\540\ We believe that many funds
currently conduct stress testing as a matter of routine fund management
and business practice.\541\ We anticipate, however, that funds that do
not currently perform stress testing and funds that may revise their
procedures in light of the amended rule will give their managers a tool
to better manage those risks. For fund boards of directors that do not
currently receive stress test results, we believe that the regular
reports of the testing and assessments will provide money market fund
boards a better understanding of the risks to which the fund is
exposed.
---------------------------------------------------------------------------

\540\ See supra note 411 and accompanying and preceding text.
\541\ See Proposing Release, supra note 2, at paragraph
following n.358.
---------------------------------------------------------------------------

We understand that today rigorous stress testing is a best practice
followed by many money market funds.\542\ We understand that the fund
complexes that conduct stress tests include smaller complexes that
offer money market funds externally managed by advisers experienced in
this area of management.\543\ Accordingly, staff estimates that as a
result of the new requirement to adopt stress testing procedures: (i)
Funds that currently conduct rigorous stress testing, including tests
for hypothetical events listed in the amended rule (and concurrent
occurrences of those events), will incur some costs to evaluate whether
their current test procedures comply with the new requirement, but will
be likely to incur relatively few costs to revise those procedures or
continue the stress testing they currently perform; (ii) funds that
conduct less rigorous stress testing, or that do not test for all the
hypothetical events listed in the amended rule, will incur somewhat
greater expenses to revise those procedures in light of the new
requirement and maintain the revised testing; and (iii) funds that do
not conduct stress testing will incur costs to develop and adopt stress
test procedures and conduct stress tests.
---------------------------------------------------------------------------

\542\ See id. at n.359 and accompanying text.
\543\ These complexes do not, however, meet the definition of
``small entities'' under the Investment Company Act for purposes of
the Regulatory Flexibility Act of 1980. 17 CFR 270.0-10. See infra
note 636.
---------------------------------------------------------------------------

As noted above, we believe that there is a range in the extent and
rigor of stress testing currently performed by money market funds. We
also expect that stress test procedures are being or will be developed
by the adviser to a fund complex for all money market funds in the
complex, while specific stress tests are performed for each individual
money market fund. We estimate that a fund complex that currently does
not conduct stress testing will require approximately 1 month for 2
risk management specialists and 2 systems analysts to develop stress
test procedures at a cost of approximately $155,000, 22 hours for a
risk management specialist to draft the procedures, and 3 hours of
board of directors' time to adopt the procedures for a total of
approximately $173,000.\544\ Costs for fund complexes that will have to
revise or fine-tune their stress test procedures would be less. For
purposes of this cost benefit analysis, we estimate that these funds
will incur half the costs of development, for a total of approximately
$96,000.\545\ Funds that will not have to change their test procedures
will incur approximately $20,000 to determine compliance with the new
requirement and to draft and adopt the procedures.\546\ We also
anticipate that in light of the new demand to develop stress testing
procedures, third parties will develop programs that funds will be able
to purchase for less than our estimated cost to develop the programs
themselves.
---------------------------------------------------------------------------

\544\ This estimate is based on the following calculations:
$275/hour x 280 hours (collectively, 2 senior risk management
specialists) + $244/hour x 320 hours (collectively, 2 senior systems
analysts) = $155,080; $275/hour (senior risk management specialist)
x 22 hours = $6050; $4000/hour x 3 hours = $12,000; $155,080 + $6050
+ $12,000 = $173,130.
\545\ This estimate is based on the following calculation:
($155,080 x 0.5) (revise procedures) + $6050 (draft procedures) +
$12,000 (board approval) = $95,590.
\546\ This estimate is based on the following calculation: $275/
hour (senior risk management specialist) x 8 hours = $2200; $2200 +
$6050 + $12,000 = $20,250.
---------------------------------------------------------------------------

As with the development of stress test procedures, the costs funds
will incur each year as a result of the proposed amendments to update
test procedures, conduct stress tests, and provide reports on the tests
and assessments to the board of directors will vary. Funds that
currently conduct stress tests already incur costs to perform the
tests. In addition, some of those funds may currently provide reports
to senior management (if not the board) of their test results. We
assume, however, that few, if any, fund advisers provide a regular
assessment to the board of the fund's ability to withstand the events
reasonably likely to occur in the following year. For that reason, we
estimate that for routine reports, each fund complex will incur costs
of $3000 to provide a written report on the test results to the board,
$4000 to provide the assessment in the report, and $10 to retain
records of the reports for a total annual cost to a fund complex of
$42,000.\547\ As noted above, however, the procedures must provide for
additional reports to the board as appropriate based on testing
results, and we estimate that each fund complex will incur costs of
$28,000 for an average of four of these reports each year.\548\ We
estimate that a portion of funds will incur additional costs to perform
stress tests and update their procedures each

[[Page 10102]]

year, up to a maximum of approximately $149,000.\549\
---------------------------------------------------------------------------

\547\ See supra note 419 and preceding, accompanying, and
following text. This estimate is based on the following calculation:
Report: $275/hour x 10 hours (senior risk management specialist) +
$62 x 2 hours (administrative assistant) = $2874; Assessment: $275/
hour x 15 hours (senior risk management specialist) = $4125; Record
retention: $62/hour x 0.1667 hours (administrative assistant) =
$10.33; ($2874 + $4125 +$10) x 6 (board meetings per year) =
$42,054. Hourly wages used for purposes of the estimate of
administrative assistant salaries are from the SIFMA Report on
Management & Professional Salaries Data (Sept. 2008), modified to
account for an 1800-hour work-year and multiplied by 2.93 to account
for bonuses, firm size, employee benefits and overhead.
\548\ See supra note 420 and accompanying text. This estimate is
based on the following calculation: ($2874 (reports) + ($4125)
(assessment) + $10 (recordkeeping)) x 4 = $28,036.
\549\ This estimate is based on the following calculations:
Tests: $275/hour x 15 hours (senior risk management specialist) +
$244/hour x 20 hours (senior systems analyst) = $9005; $9005 x 12
(monthly testing) + ($9005 x 4 additional ``appropriate'' testing) =
$144,080; Update procedures: $275/hour x 5 hours (senior risk
management specialist) + $4000/hour x 1 hour = $5375; $144,080 +
$5375 = $149,455.
---------------------------------------------------------------------------

For purposes of this cost benefit analysis, Commission staff has
estimated that 25 percent of fund complexes (or 41 complexes) will have
to develop stress test procedures, 50 percent (or 81) would have stress
test procedures, but have to revise those procedures, and 25 percent of
complexes (or 41 complexes) will review the procedures without having
to change them. Based on these estimates, staff further estimates that
the total one-time costs for fund complexes to develop or refine
existing stress test procedures will be approximately $16 million.\550\
In addition, staff estimates that the annual costs to all funds to
conduct stress tests, update test procedures, provide reports to fund
boards, and retain records of the reports will be approximately $24
million.\551\
---------------------------------------------------------------------------

\550\ This estimate is based on the following calculation: (41 x
$173,000) + (81 x $95,000) + (41 x $20,000) = $15,608,000.
\551\ This estimate is based on the following calculation: (41 x
$149,455) + (81 x $149,455 x 0.5) + (163 x $70,090 (reports,
including assessments)) = $23,605,252.5.
---------------------------------------------------------------------------

4. Repurchase Agreements
We are adopting, as proposed, changes affecting a money market
fund's ability to ``look through'' a repurchase agreement for purposes
of rule 2a-7's diversification provisions.\552\ Under the amended rule,
a money market fund will be able to look through a repurchase agreement
only if it is collateralized by cash items or Government securities,
and if the fund's board of directors or its delegate evaluates the
counterparty's creditworthiness.
---------------------------------------------------------------------------

\552\ See supra Section II.D; Proposing Release, supra note 2,
at Section II.E.
---------------------------------------------------------------------------

The changes are designed to reduce money market funds' risks
related to repurchase agreement investments so that funds will be
better positioned to weather market turbulence and maintain a stable
net asset value per share. A money market fund that invests in a
repurchase agreement collateralized by cash items or Government
securities is less likely to experience losses upon the sale of
collateral in the event of a counterparty's default.\553\ The
creditworthiness evaluation, moreover, will diminish the risk that a
money market fund in the first place enters into a repurchase agreement
with a counterparty that subsequently defaults.
---------------------------------------------------------------------------

\553\ See supra note 272 and accompanying text.
---------------------------------------------------------------------------

We believe that the costs associated with these changes will be
minimal. As confirmed by commenters, most money market funds typically
do not look through repurchase agreements collateralized with
securities other than Government securities.\554\ Under the amended
rule, money market funds will be able, as they have in the past, to
invest in such repurchase agreements, although the funds will not be
able to look through the repurchase agreements for purposes of rule 2a-
7's diversification provisions.\555\
---------------------------------------------------------------------------

\554\ See supra note 274 and accompanying text.
\555\ No commenter has expressed the view that the new
diversification requirement will increase money market funds' cost
of investing in repurchase agreements.
---------------------------------------------------------------------------

With regard to the new creditworthiness evaluation, several
commenters stated that money market funds already evaluate the credit
quality of counterparties under rule 2a-7(c)(3).\556\ We estimate,
therefore, that investment advisers to only approximately 20 percent of
all 163 fund complexes are not currently making such determinations. To
the extent that boards or their delegates, in response to the amended
rule, will make determinations that they would not otherwise make,
those parties will expend time and/or resources in making those
determinations. We estimate that, if an investment adviser were to
spend 10 hours a year making creditworthiness determinations that it
would not otherwise make concerning repurchase agreement
counterparties, it would spend approximately $2750 per year.\557\
Therefore the total cost to all money market funds would be
approximately $90,750 per year.\558\ In addition to these costs, we
also estimated above, for purposes of the Paperwork Reduction Act, that
funds might spend 2 hours per year maintaining records concerning the
determinations made under the amended rule.\559\ We estimate the
aggregate total costs associated with this recordkeeping to be $20,212
per year.\560\
---------------------------------------------------------------------------

\556\ As discussed above, three commenters argued that the
proposed creditworthiness evaluation is unnecessary because it is
already an element of the minimal credit risk determination that a
fund makes pursuant to rule 2a-7(c)(3). See supra note 277.
\557\ This estimate is based on the following calculation: $275/
hour (senior risk management specialist) x 10 hours = $2750.
\558\ This estimate is based on the following calculation: $275/
hour (senior risk management specialist) x 10 hours x 33 fund
complexes = $90,750.
\559\ See supra Section IV.A.4.
\560\ This estimate is based on the following calculation: $62/
hour (administrative assistant) x 2 hours x 163 fund complexes =
$20,212.
---------------------------------------------------------------------------

5. Public Web site Posting
The amendments to rule 2a-7 require money market funds to post
monthly portfolio information on their Web sites.\561\ The rule
amendments are intended to provide shareholders with timely information
about the securities held by the money market fund.
---------------------------------------------------------------------------

\561\ Amended rule 2a-7(c)(12).
---------------------------------------------------------------------------

We anticipate that requiring funds to post monthly portfolio
information on their Web sites will benefit investors by providing them
a better understanding of their own risk exposure enabling them to make
better informed investment decisions. The rule amendments may thus
instill more discipline into portfolio management and reduce the
likelihood of a money market fund breaking the buck.
The Web site posting requirement will impose certain costs on
funds. We estimated in the Proposing Release that money market funds
would be required to spend 24 hours of internal money market fund staff
time initially to develop a webpage, at a cost of $4944 per fund.\562\
We also estimated that all money market funds would be required to
spend 4 hours of professional time to maintain and update the Webpage
each month, at a total annual cost of $9888 per fund.\563\ We also
stated that we believe, however, that our estimates may overstate the
actual costs that would be incurred to comply with the Web site posting
requirement because many funds currently post their portfolio holdings
on a monthly, or more frequent, basis.\564\ For purposes of the cost
benefit analysis in the Proposing Release, Commission staff estimated
that 20 percent of money market portfolios (150 portfolios) did not
post portfolio holdings information on their Web sites.\565\ We
requested comment on these estimated costs in the Proposing
Release.\566\ One commenter suggested that we may have underestimated
the costs associated with the initial development of the Web page, but
also may have overestimated the costs associated with the ongoing

[[Page 10103]]

maintenance of Web site reporting.\567\ The commenter did not provide
any cost estimates. Commission staff continues to believe that these
cost estimates are appropriate. In addition, as discussed above, we
have decided not to require some of the information required by
Regulation S-X, which we proposed that funds post on their Web
sites.\568\ We expect that eliminating the mandatory posting of this
information, which we believe is not critical to be made available to
investors, will reduce costs for funds and their advisers.\569\
---------------------------------------------------------------------------

\562\ See Proposing Release, supra note 2, at n.374 and
accompanying text. The staff estimated that a webmaster at a money
market fund would require 24 hours (at $206 per hour) to develop and
review the webpage (24 hours x $206 = $4944).
\563\ See Proposing Release, supra note 2, at n.375 and
accompanying text. The staff estimated that a webmaster would
require 4 hours (at $206 per hour) to maintain and update the
relevant webpages on a monthly basis (4 hours x $206 x 12 months =
$9888).
\564\ See Proposing Release, supra note 2, at n.376 and
accompanying text.
\565\ See Proposing Release, supra note 2, at text preceding
n.377.
\566\ See Proposing Release, supra note 2, at Section V.A.5.
\567\ See Clearwater Comment Letter.
\568\ See supra note 285 and accompanying text.
\569\ Id.
---------------------------------------------------------------------------

One commenter, however, stated that the cost estimates did not
include the cost for the 80 percent of money market portfolios that
currently post portfolio holdings information at least quarterly on
their Web sites to develop the capability to retain previous months'
portfolio holdings information on their Web sites.\570\ Based on a
review of some of the commenters' current portfolio Web site disclosure
and follow-up discussions with some commenters, Commission staff
estimates that 500 funds will need to develop this capability.
Commission staff estimates that each of these 500 funds will spend
approximately 12 hours, at a one-time cost of $2472 per fund, to
develop this capability.\571\
---------------------------------------------------------------------------

\570\ See Data Communiqu[eacute] Comment Letter. Under our
proposal, funds would have been required to maintain the portfolio
holdings information on their Web sites for at least twelve months.
We are adopting a six-month maintenance period for portfolio holding
information.
\571\ The staff estimates that a Webmaster at a money market
fund would require 12 hours (at $206 per hour) to develop the
capability to retain previous months' portfolio holdings information
on their Web sites as required by the rule (12 hours x $206 =
$2472).
---------------------------------------------------------------------------

Based on these estimates, we estimate that the total initial costs
for the Web site disclosure will be $1,947,936.\572\ In addition, we
estimate that the annual costs for all money market funds to maintain
and update their webpages will be $7.1 million.\573\
---------------------------------------------------------------------------

\572\ This calculation was based on the following estimate:
($4944 x 144 portfolios) (cost to develop webpage) + ($2472 x 500
portfolios) (cost to develop capability to retain previous months'
portfolio holdings information on existing Web sites) = $1,947,936.
\573\ This calculation was based on the following estimate:
($9888 x 719 portfolios) = $7,109,472.
---------------------------------------------------------------------------

In addition, monthly Web site disclosure may impose other costs on
funds and their shareholders. For example, more frequent disclosure of
portfolio holdings may arguably expand the opportunities for
professional traders to exploit this information by engaging in
predatory trading practices, such as front-running. However, given the
short-term nature of money market fund investments and the restricted
universe of eligible portfolio securities, we believe that the risk of
trading ahead is severely curtailed in the context of money market
funds.\574\ For similar reasons, we believe that the potential for
``free riding'' on a money market fund's investment strategies, i.e.,
obtaining for free the benefits of fund research and investment
strategies, is minimal. Given that shares of money market funds are
ordinarily purchased and redeemed at the stable price per share, we
believe that there would be relatively few opportunities for profitable
arbitrage. Thus, we estimate that the costs of predatory trading
practices under the amended rule will be minimal. Furthermore, as
previously noted, most money market fund portfolios (80 percent)
already are posted on fund Web sites at least quarterly.
---------------------------------------------------------------------------

\574\ See ICI Report, supra note 14, at 93.
---------------------------------------------------------------------------

6. Processing of Transactions
The amendments to rule 2a-7 require a money market fund to have the
capacity to redeem and sell its securities at a price based on the
fund's current net asset value per share, including the capacity to
sell and redeem shares at prices that do not correspond to the stable
net asset value or price per share.\575\ As discussed above, the events
of fall 2008 revealed that some funds had not implemented automated
systems to process redemptions at prices other than the funds' stable
net asset value per share. As a result, transactions were processed
manually, which extended the time that investors had to wait for the
proceeds from their redeemed shares. This experience showed that funds
that cannot electronically process redemptions at prices other than the
funds' stable net asset value per share risk being unable to meet their
obligations to redeem shares and pay redemption proceeds within seven
days, as required under the Act.
---------------------------------------------------------------------------

\575\ Amended rule 2a-7(c)(13).
---------------------------------------------------------------------------

The amendments to rule 2a-7 mitigate the risk that money market
funds would not be able to meet these obligations in the event the fund
breaks a buck. These amendments benefit shareholders because they
increase the likelihood that shareholders will timely receive the
proceeds of their investments when a fund breaks the buck.
Because funds have an existing obligation to redeem at other than
their stable net asset value per share, we do not believe that this
amendment to rule 2a-7 imposes any additional costs on funds or their
transfer agents.\576\ Nonetheless, to the extent that funds and
transfer agents have to change their systems, we estimated in the
Proposing Release that the total cost for a fund complex would be
$39,040.\577\ We further estimated that one-third of the fund complexes
are not currently able to redeem at prices other than stable net asset
value, and thus the total cost to all money market funds would be
$2,225,280.\578\
---------------------------------------------------------------------------

\576\ See supra Section II.F.
\577\ This estimate is based on the following calculation: $244/
hour x 160 hours (senior systems analyst) = $39,040.
\578\ This estimate was based on the following calculation: (171
fund complexes / 3) x $39,040 = $2,225,280.
---------------------------------------------------------------------------

Several commenters claimed that the costs of changing the systems
would exceed our estimates.\579\ One commenter estimated that the costs
of making the required changes to the core transfer agent and ancillary
systems would total approximately $24 million for ten fund complexes,
representing 63 percent of money market fund assets, and two of the
three largest transfer agent service providers.\580\ Based on those
figures, we have revised our estimate to reflect that the total cost of
making the required systems changes for all money market funds would be
approximately $38.1 million.\581\
---------------------------------------------------------------------------

\579\ See, e.g., HighMark Capital Comment Letter; ICI Comment
Letter.
\580\ See ICI Comment Letter. The ICI conducted a survey of its
members and gathered data from 10 fund complexes and 2 transfer
agent service providers. Six of the 12 respondents indicated that
their transfer agent system already had the capability to process
money market fund trades at other than a $1.00 stable net asset
value.
\581\ We believe that the systems changes costs are correlated
to the size of the fund complex. Accordingly, this estimate is based
on the following calculations: $24 million / 63% = $38.1 million.
The ICI Comment Letter also provided additional cost estimates for
changes to the systems of intermediaries who perform sub-transfer
agency or similar recordkeeping functions. We do not discuss those
additional costs here because, as discussed above, the rule does not
impose any requirements on those intermediaries. See supra text
preceding note 363.
---------------------------------------------------------------------------

B. Rule 17a-9

The Commission is amending rule 17a-9 to expand the circumstances
under which affiliated persons can purchase money market fund portfolio
securities. Under the amendment, a money market fund generally will be
able to sell a portfolio security that has defaulted to an affiliated
person for cash equal to the greater of the security's amortized cost
value or market value (including accrued interest), even though the
security continues to be an eligible security.\582\
---------------------------------------------------------------------------

\582\ See amended rule 17a-9(a).

---------------------------------------------------------------------------

[[Page 10104]]

The amendment essentially codifies past Commission staff no-action
letters \583\ and should benefit investors by enabling money market
funds to dispose of distressed securities (e.g., securities depressed
in value as a result of market conditions) from their portfolios
quickly without any loss to fund shareholders. It also benefits money
market funds by eliminating the cost and delay of requesting no-action
assurances in these scenarios and the uncertainty whether such
assurances will be granted.\584\ We do not believe that there are any
costs associated with this amendment, and we received no comments on
this analysis.
---------------------------------------------------------------------------

\583\ See supra Section II.G.1.
\584\ Commission staff estimates that the costs to obtain staff
no-action assurances range from $50,000 to $100,000.
---------------------------------------------------------------------------

In addition, the amendment permits affiliated persons to purchase
other portfolio securities from an affiliated money market fund, for
any reason, as long as the security's purchase price meets the rules'
other conditions and such person promptly remits to the fund any profit
it realizes from the later sale of the security.\585\ Our staff
provided temporary no-action assurances during the fall of 2008 to
certain funds facing extraordinary levels of redemption requests for
affiliated persons of such funds to purchase eligible securities from
the funds at the greater of amortized cost or market value (plus
accrued and unpaid interest).\586\ In these circumstances, money market
funds may need to obtain cash quickly to avoid selling securities into
the market at fire sale prices to meet shareholder redemption requests,
to the detriment of remaining shareholders. The staff also provided no-
action assurances to money market funds for affiliated persons of the
fund to purchase at the greater of amortized cost or market value (plus
accrued and unpaid interest) certain distressed securities that were
depressed in value due to market conditions potentially threatening the
stable share price of the fund, but that remained eligible securities
and had not defaulted.\587\ Money market funds and their shareholders
benefit if affiliated persons are able to purchase securities from the
fund at the greater of amortized cost or market value (plus accrued and
unpaid interest) in such circumstances without the time, expense, and
uncertainty of applying to Commission staff for no-action assurances.
---------------------------------------------------------------------------

\585\ See amended rule 17a-9(b).
\586\ Many of the no-action letters can be found on our Web
site. See http://www.sec.gov/divisions/investment/im-noaction.shtml#money.
\587\ Id.
---------------------------------------------------------------------------

Affiliated persons purchasing such securities will have costs in
creating and implementing a system for tracking the purchased
securities and remitting to the money market fund any profit ultimately
received as a result. We estimate that creating such a system on
average would require 5 hours of a senior programmer's time, at a cost
of $1460 for each of the 163 fund complexes with money market funds,
and a total cost of $237,980.\588\ After the initial creation of this
system, we expect that the time spent noting in this system that a
security was purchased under rule 17a-9 would require a negligible
amount of compliance personnel's time. Based on our experience, we do
not anticipate that there would be many instances, if any, in which an
affiliated person will be required to repay profits in excess of the
purchase price paid to the fund. However, if there is a payment, it
would be made to the fund. If the payment is sufficiently large, we
believe that funds are likely to include it with the next distribution
to shareholders, which would not result in any additional costs to the
fund. We received no comments on this analysis.
---------------------------------------------------------------------------

\588\ This estimate is based on the following calculation: $292/
hour x 5 hours x 163 fund complexes = $237,980.
---------------------------------------------------------------------------

The Commission also is adopting a related amendment to rule 2a-7,
which requires that funds report all transactions under rule 17a-9 to
the Commission. We believe that this reporting requirement benefits
fund investors by allowing the Commission to monitor the purchases for
possible abuses and conflicts of interest on the part of the
affiliates. It also allows the Commission to observe what types of
securities are distressed and which money market funds are holding
distressed securities or are subject to significant redemption
pressures. This information will assist us in monitoring emerging risks
at money market funds. For purposes of the Paperwork Reduction Act
analysis, we estimate this amendment will impose relatively small
reporting costs on money market funds of $7625 per year.\589\ We
received no comments on this analysis.
---------------------------------------------------------------------------

\589\ This estimate is based on the following calculation: 25
(notices) x $305/hour (attorney) x 1 hour = $7625. See supra note
437 and accompanying text.
---------------------------------------------------------------------------

C. Rule 22e-3

Rule 22e-3 permits a money market fund that has broken the buck, or
is at imminent risk of breaking the buck, to suspend redemptions and
postpone the payment of proceeds pending board-approved liquidation
proceedings. By facilitating orderly liquidations in distressed
circumstances, we anticipate that rule 22e-3 will reduce the
vulnerability of shareholders to the harmful effects of a run on a fund
and minimize the potential for market disruption. The rule also enables
funds to avoid the expense and delay of obtaining an exemptive order
from the Commission, which we estimate would otherwise cost
approximately $75,000, and will provide legal certainty to funds that
wish to suspend redemptions during a liquidation in the interest of
fairness to all shareholders.
Rule 22e-3 will impose certain minimal costs on funds relying on
the rule by requiring them to provide prior notice to the Commission of
their decision to suspend redemptions in connection with a liquidation.
Furthermore, the rule will impose minimal costs on certain conduit
funds that have invested in money market funds that suspended
redemptions in reliance on the rule by also requiring those conduit
funds to provide notice to the Commission. We estimate that the total
annual burden of the notification requirement for all money markets
funds and conduit funds will be 110 minutes, at a cost of $559.\590\ In
addition, rule 22e-3 imposes costs on shareholders who seek to redeem
their shares, but are unable to do so. In those instances, shareholders
may have to borrow funds from another source, and thereby incur
interest charges and other transaction fees. We believe, however, that
the costs associated with rule 22e-3 are minimal because the rule
provides a very limited exemption that is triggered only when a fund
breaks the buck, or is in imminent risk of breaking the buck, and
liquidates.
---------------------------------------------------------------------------

\590\ See supra note 443 and accompanying text. This estimate is
based on the following calculation: $305/hour x 110 minutes = $559.
---------------------------------------------------------------------------

D. Rule 30b1-7 and Form N-MFP: Monthly Reporting of Portfolio Holdings

Rule 30b1-7 and Form N-MFP require money market funds to file with
the Commission interactive data-formatted portfolio holdings
information on a monthly basis. We expect that the rule and form will
improve the efficiency and effectiveness of the Commission's oversight
of money market funds by enabling Commission staff to manage and
analyze comprehensive money market fund portfolio information more
quickly and at a lower cost than is currently possible. The interactive
data will also facilitate the flow of information between money market
funds and other users of this information, such as information
services, academics, and

[[Page 10105]]

investors. As a result, users of this information, including investors,
may benefit by gaining a better understanding of money market funds'
risk exposure and becoming better informed in their investment
decisions. As the development of software products to analyze the data
continues to grow, we expect these benefits will increase. Finally, the
portfolio reporting may instill more discipline into portfolio
management and reduce the likelihood of a money market fund breaking
the buck.
Money market funds may also realize cost savings from the rule.
Currently, money market funds provide portfolio holdings information in
a variety of formats to different third-parties, such as information
services and NRSROs. The rule may encourage the industry to adopt a
standardized format, thereby reducing the burdens on money market funds
of having to produce this information in multiple formats.
The reporting requirement will also impose certain costs. We
estimated in the Proposing Release, that, for the purposes of the PRA,
these filing requirements (including collecting, tagging, and
electronically filing the report) would impose 128 burden hours at a
cost of $35,968 \591\ per money market fund for the first year, and 96
burden hours at a cost of $26,976 \592\ per money market fund in
subsequent years.\593\ We requested comment on these estimated costs in
the Proposing Release.\594\
---------------------------------------------------------------------------

\591\ See Proposing Release, supra note 2, at n.396 and
accompanying text. This estimate was based on the following
calculation: $281/hour x 128 hours (senior database administrator) =
$35,968.
\592\ See Proposing Release, supra note 2, at n.397 and
accompanying text. This estimate was based on the following
calculation: $281/hour x 96 hours (senior database administrator) =
$26,976.
\593\ We understand that some money market funds may outsource
all or a portion of these responsibilities to a filing agent,
software consultant, or other third-party service provider. We
believe, however, that a fund would engage third-party service
providers only if the external costs were comparable, or less than,
the estimated internal costs of compiling, tagging, and filing the
Form N-MFP.
\594\ See Proposing Release, supra note 2, at paragraph
following n.398.
---------------------------------------------------------------------------

As discussed above, two commenters asserted that the Commission's
cost estimates did not include time to review the information required
in Form N-MFP.\595\ In response to these commenters, we revised our PRA
estimates to include an additional 2 hours per filing for review of the
information.\596\ As a result of this increase, we have revised our
cost estimates. We estimate that, for the purposes of the PRA, these
filing requirements (including collecting (and review), tagging, and
electronically filing the report) would impose 152 burden hours at a
cost of $42,712 \597\ per money market fund for the first year, and 120
burden hours at a cost of $33,720 \598\ per money market fund in
subsequent years.\599\ We estimate that the total cost for all money
market funds for the first year would be $30,709,928.\600\ The total
annual estimated cost for all money market funds in subsequent years
would be $24,244,680.\601\
---------------------------------------------------------------------------

\595\ See Bowne Comment Letter; Data Communiqu[eacute] Comment
Letter. Another commenter suggested that we may have underestimated
the costs associated with the initial filing of Form N-MFP, but also
may have overestimated the ongoing costs associated with subsequent
filings. See Clearwater Comment Letter. The commenter, however, did
not provide any cost estimates.
\596\ See supra Section IV.C.
\597\ This estimate is based on the following calculation: $281/
hour x 152 hours (senior database administrator) = $42,712.
\598\ This estimate is based on the following calculation: $281/
hour x 120 hours (senior database administrator) = $33,720.
\599\ We understand that some money market funds may outsource
all or a portion of these responsibilities to a filing agent,
software consultant, or other third-party service provider. We
believe, however, that a fund would engage third-party service
providers only if the external costs were comparable, or less than,
the estimated internal costs of compiling, tagging, and filing the
Form N-MFP.
\600\ This estimate is based on the following calculation:
$42,712 (total estimated cost per fund for first year) x 719 funds =
$30,709,928.
\601\ This estimate is based on the following calculation:
$33,720 (total estimated cost per fund after the first year) x 719
funds = $24,244,680.
---------------------------------------------------------------------------

In addition, funds may incur additional costs as a result of the
public availability of a fund's market-based net asset value, which is
required to be included in Form N-MFP filings. In particular, some
commenters noted that if investors systematically redeem shares for one
dollar when the market-based net asset value is less than one dollar,
the fund might have difficulty maintaining its stable price. However,
in response to concerns about the disclosure of market-based values, we
are delaying the public availability of the information filed on Form
N-MFP for 60 days after the end of the reporting period.\602\ We
acknowledge that investors might choose to sell their money market fund
shares that have a low market-based net asset value, and it is possible
that a run could develop. Nevertheless, at least two other factors will
reduce the risk of a run. First, portfolio managers may choose to
follow less risky investment strategies in an effort to maintain a high
market-based net asset value. Second, funds may be quicker to ask for
help from their affiliates through, for example, rule 17a-9
transactions.
---------------------------------------------------------------------------

\602\ See rule 30b1-7(b). See also supra text accompanying note
320. As noted above, money market funds currently must disclose
their mark-to-market net asset value per share semi-annually in
their Form N-SAR filings [17 CFR 274.101], which are publicly
available. Form N-SAR must be filed with the Commission no later
than the 60th day after the end of the fiscal period for which the
report is being prepared. See supra note 337 and accompanying text.
Thus, investors already have access to market-based portfolio value
information on the basis of which they could make redemptions.
---------------------------------------------------------------------------

The money market fund industry is characterized by a mix of
competitors with and without affiliates that can provide financial
support. The disclosure of a fund's market-based net asset value might
encourage funds that have affiliates with the ability to provide
financial support to request such support as soon as any problems
develop. This support could provide stability to funds that receive the
support. This support might also give a competitive advantage to funds
that receive it because they may be more willing to invest in
securities with higher risk and higher yields. However, the extent of
this competitive advantage may be mitigated because the amendments will
require the disclosure of the fund's market-based NAV with and without
capital support agreements. In addition, much of the extent to which
fund managers might take advantage of capital support arrangements to
boost fund yields is independent of the amendments we are adopting
today and affiliated persons of money market funds are not obligated to
support these funds. For the reasons outlined in the discussion on the
monthly Web site posting requirement, we estimate that there will be
minimal additional costs incurred from predatory trading practices
(e.g., front-running or ``free riding'') as a result of the reporting
requirement.\603\
---------------------------------------------------------------------------

\603\ See supra note 574 and accompanying and following text.
---------------------------------------------------------------------------

E. Rule 30b1-6T

We adopted rule 30b1-6T to enable the Commission staff to continue
to have effective oversight of money market funds. The rule was
designed to improve the efficiency and effectiveness of the
Commission's oversight by providing useful information about money
market funds that report under the rule, and by enabling the staff to
manage and analyze money market fund portfolio information more quickly
and at a lower cost than possible without electronic submissions of
portfolio schedules. When we adopted rule 30b1-6T in September 2009, we
requested

[[Page 10106]]

comments on the costs and benefits of the rule but received no
comments.\604\
---------------------------------------------------------------------------

\604\ See Rule 30b1-6T Release, supra note 303, at Section VI.
---------------------------------------------------------------------------

Rule 30b1-6T will impose some costs on funds. For the purposes of
the PRA, we estimated that the rule will result in an increase of 2100
burden hours per year. We estimate that these burden hours will cost a
total of $590,100.\605\ We do not believe that rule 30b1-6T will impose
other significant costs, especially given the nonpublic nature of the
reports required under the rule.
---------------------------------------------------------------------------

\605\ This estimate is based on the following calculation: 2100
hours x $281/hour (senior database administrator) = $590,100.
---------------------------------------------------------------------------

VI. Competition, Efficiency, and Capital Formation

Section 2(c) of the Investment Company Act requires the Commission,
when engaging in rulemaking that requires it to consider or determine
whether an action is consistent with the public interest, to consider,
in addition to the protection of investors, whether the action will
promote efficiency, competition, and capital formation.\606\
---------------------------------------------------------------------------

\606\ 15 U.S.C. 80a-2(c).
---------------------------------------------------------------------------

A. Rule 2a-7

1. Second Tier Securities, Portfolio Maturity, and Liquidity Limits
We are adopting several amendments to rule 2a-7 to tighten the
risk-limiting conditions of the rule. As discussed above, we are
further restricting money market funds' ability to acquire second tier
securities. The amendments reduce the maximum weighted average maturity
of a money market fund permitted by rule 2a-7 from 90 days to 60
days.\607\ They also impose a new maturity limitation based on the
weighted average ``life'' of fund securities that limits the portion of
a fund's portfolio that can be held in longer term floating- or
variable-rate securities.\608\ We are deleting a provision in rule 2a-7
that permitted money market funds not relying on the amortized cost
method of valuation to acquire Government securities with a remaining
maturity of up to 762 calendar days.
---------------------------------------------------------------------------

\607\ See amended rule 2a-7(c)(2)(ii).
\608\ See amended rule 2a-7(c)(2)(iii).
---------------------------------------------------------------------------

Finally, we are adopting new liquidity requirements for money
market funds. In particular, we are amending rule 2a-7 to (i) Require
that each money market fund hold securities that are sufficiently
liquid to meet reasonably foreseeable shareholder redemptions in light
of its obligations under section 22(e) of the Act and any commitments
the fund has made to shareholders; \609\ (ii) further limit a money
market fund's investments in illiquid securities (i.e. securities that
cannot be sold or disposed of in the ordinary course of business within
seven days at approximately the value ascribed to them by the money
market fund); \610\ and (iii) require a taxable money market fund to
hold at least 10 percent of its total assets in ``daily liquid assets''
and any money market fund to hold at least 30 percent of its total
assets in ``weekly liquid assets.'' \611\
---------------------------------------------------------------------------

\609\ Amended rule 2a-7(c)(5).
\610\ Amended rule 2a-7(c)(5)(i). Under the amended rule, a
money market fund cannot acquire illiquid securities if immediately
after the acquisition, the fund would have invested more than five
percent of its total assets in illiquid securities.
\611\ See amended rule 2a-7(c)(5)(ii)-(iii). See also amended
rule 2a-7(a)(8) (defining ``daily liquid assets''); 2a-7(a)(32)
(defining ``weekly liquid assets'').
---------------------------------------------------------------------------

We believe that these changes will reduce money market funds'
sensitivity to interest rate, credit, and liquidity risks. These
changes will also limit the spread risk produced by longer term
securities and second tier securities. A reduction of these risks will
help individual money market funds to weather market turbulence and
maintain a stable net asset value per share, which will increase the
stability of the entire money market fund industry. To the extent that
money market funds are more stable, the changes also will reduce
systemic risk to the capital markets and ensure a stable source of
financing for issuers of short-term credit instruments. We believe that
these effects will encourage capital formation by encouraging
investment in money market funds as well as the issuance of securities
that money market funds can purchase.
These changes also may reduce maturities of short-term credit
securities that issuers offer, which may increase financing costs for
these issuers who might have to go back more frequently to the market
for financing. As discussed above, several commenters stated that the
elimination of money market funds' ability to acquire second tier
securities could increase second tier security issuers' borrowing costs
and thus increase capital formation costs.\612\ Some of these
commenters also asserted that such a prohibition could require second
tier security issuers to rely more on bank financing, which could
negatively impact banks' ability to lend to other parts of the
economy.\613\ We note that these impacts should be mitigated given that
we are limiting and not eliminating money market funds' ability to
acquire second tier securities. However, to the extent that some
issuers are unwilling or unable to issue securities that match money
market fund demand given these new restrictions or that banks become
less willing to lend to finance new businesses, the amendments could
have a negative impact on capital formation.
---------------------------------------------------------------------------

\612\ See supra notes 48-49 and accompanying paragraph.
\613\ See, e.g., Chamber/Tier 2 Issuers Comment Letter.
---------------------------------------------------------------------------

As discussed in the cost benefit analysis above, we expect that the
amendments will reduce yields that some money market funds are able to
offer. The lower yields may affect the ability of money market funds to
compete with other investment vehicles. While money market funds
compete with each other, they also compete for investors on the basis
of risk-return tradeoff with other lower-risk investment vehicles, such
as offshore or unregulated money market funds, bank money market
deposit accounts, and deposit accounts in general. The reduction in
yield may cause some investors to move their money to, among other
places, offshore or unregulated money market funds that do not follow
rule 2a-7's strictures and thus are able to offer a higher yield.
Beyond the competitive impact, such a change could increase systemic
risks to short-term credit markets and capital formation by increasing
investment in less stable short-term instruments.
Further limitations on money market funds' ability to acquire
second tier securities also may have anticompetitive effects on some
relatively small money market funds that may compete with larger funds
on the basis of yield. One commenter stated that elimination of money
market funds' ability to acquire second tier securities could have a
disproportionate impact on smaller money market funds.\614\ Our review
of money market fund holdings of second tier securities during
September 2008 did not reveal smaller money market funds holding second
tier securities to a greater extent than larger funds, although smaller
funds may try to increase their holdings of second tier securities in
different market environments. Even if there were any anticompetitive
effects on smaller money market funds, these effects should be reduced
by the fact that we are only further limiting, and not eliminating,
money market funds' ability to acquire second tier securities.
---------------------------------------------------------------------------

\614\ See Thrivent Comment Letter.
---------------------------------------------------------------------------

The further limitations on the ability of money market funds to
invest in second tier securities may affect the capital raising ability
and strategies of second tier security issuers or otherwise

[[Page 10107]]

affect their financing arrangements, and may affect the flexibility of
investing options for funds. As a preliminary matter, taking into
account commenters' concerns, we have determined not to eliminate money
market funds' ability to acquire second tier securities. Further, as
noted above, second tier securities represent only a very small
percentage of money market fund portfolios today and money market funds
are not the primary purchasers of second tier securities, which
suggests that our amendments would not in themselves have a material
effect on capital formation.\615\ Nonetheless, we recognize that some
non-rule 2a-7 regulated cash management funds and investment pools
voluntarily use rule 2a-7 as an investment guideline.\616\ However,
since we are only further limiting, and not eliminating, money market
funds' ability to acquire second tier securities, we do not believe
that the behavior of these non-rule 2a-7 funds will have a material
adverse effect on capital formation.
---------------------------------------------------------------------------

\615\ Based on discussions with one commenter to clarify certain
aspects of its comment letter, however, we understand that money
market funds purchase approximately 80% of the commercial paper of
at least one second tier issuer. See Chamber/Tier 2 Issuers Comment
Letter. We understand that such a significant reliance on money
market funds to purchase a second tier issuer's securities is quite
unusual.
\616\ See, e.g., Chamber/Tier 2 Issuers Comment Letter.
---------------------------------------------------------------------------

2. Designation of NRSROs
We are adopting amendments requiring money market fund boards to
designate at least four NRSROs that the fund will use in determining
the eligibility of portfolio securities and that the board determines
annually issue credit ratings that are sufficiently reliable for this
use.\617\ As noted above, several commenters suggested that designating
at least three NRSROs could encourage competition among NRSROs to
achieve designation by money market fund boards.\618\ We assume that
three NRSROs issue more than 90 percent of ratings of short-term
debt.\619\ Requiring the designation of at least four NRSROs will
ensure that money market funds will consider NRSROs beyond the dominant
three. In addition, the amendment may encourage new NRSROs that issue
ratings specifically for money market fund instruments to enter the
market. To the extent that requiring designation of at least four
NRSROs will further increase competition, it also should increase the
reliability of the credit ratings of designated NRSROs. Having better
information about risk could increase the efficiency of fund managers
in determining eligibility of portfolio securities. We do not
anticipate that the proposed designation of NRSROs will have an adverse
impact on capital formation.
---------------------------------------------------------------------------

\617\ Amended rule 2a-7(a)(11)(i).
\618\ See, e.g., HighMark Capital Comment Letter; Invesco Aim
Comment Letter.
\619\ See Proposing Release, supra note 2, at text accompanying
and following n.116. See also supra note 104 and accompanying text.
---------------------------------------------------------------------------

3. Stress Testing
We are amending rule 2a-7 to require the board of directors of each
money market fund to adopt procedures providing for periodic stress
testing of the money market fund's portfolio, reporting the results of
the testing to fund boards, and providing an assessment to the
board.\620\ We believe that stress testing will increase the efficiency
of money market funds by enhancing their risk management and thus
making it more likely that the fund will be better prepared for
potential stress on the fund due to market events or shareholder
behavior. Money market funds will likely become more stable as a result
of the risk management benefits provided by stress testing, allowing
them to expand and attract further investment. If so, this result will
promote capital formation. We do not believe that stress testing will
have an adverse impact on competition or capital formation.\621\
---------------------------------------------------------------------------

\620\ Amended rule 2a-7(c)(10)(v).
\621\ No commenters addressed the analysis in the Proposing
Release regarding whether the proposed stress testing requirements
would promote competition, efficiency, and capital formation.
---------------------------------------------------------------------------

4. Repurchase Agreements
We are adopting, as proposed, changes to the conditions under which
a money market fund may take advantage of the special look-through
treatment of repurchase agreements under rule 2a-7's diversification
provisions.\622\ In order to obtain such special treatment, a money
market fund will be limited to investing in repurchase agreements
collateralized by cash items or Government securities and the fund's
board of directors or its delegate will have to evaluate the
creditworthiness of the repurchase agreement's counterparty.
---------------------------------------------------------------------------

\622\ See supra Section II.D; Proposing Release, supra note 2,
at Section II.E.
---------------------------------------------------------------------------

We believe that these changes will limit the risk that a money
market fund incurs losses upon the sale of collateral in the event of a
counterparty's default.\623\ The lower risk will in turn increase money
market funds' ability to maintain a stable net asset value per share,
thereby preventing losses to fund investors. More stable money market
funds may attract greater investments, thus promoting capital formation
and providing a greater source of financing in the capital markets. The
changes will not negatively impact competition, efficiency, or capital
formation. In particular, commenters noted that most money market funds
typically do not look through to collateral consisting of non-
Government securities.\624\
---------------------------------------------------------------------------

\623\ See supra note 272 and accompanying text.
\624\ See supra note 274. Wells Fargo stated that the amendment
would negatively affect capital formation because money market funds
will no longer invest in repurchase agreements collateralized with
securities with the highest rating or unrated securities of
comparable quality, which would negatively affect counterparties and
issuers of collateral. See Wells Fargo Comment Letter. We discuss
those comments above. See supra note 273.
---------------------------------------------------------------------------

5. Public Web Site Disclosure
One of the amendments to rule 2a-7 requires money market funds to
disclose certain portfolio holdings information on their Web sites on a
monthly basis.\625\ In the Proposing Release, we requested comment on
what effect this rule amendment would have on competition, efficiency,
and capital formation.\626\ No commenters addressed the effect of this
amendment on competition, efficiency, and capital formation.
---------------------------------------------------------------------------

\625\ See supra Section II.E.1.
\626\ See Proposing Release, supra note 2, at Section VI.A.4.
---------------------------------------------------------------------------

The rule amendment will provide greater transparency of the fund's
investments for current and prospective shareholders, and may thus
promote more efficient allocation of investments by investors.\627\ We
believe the rule amendment may also improve competition, as better-
informed investors may prompt funds managers to provide better services
and products. We do not anticipate that funds would be disadvantaged,
with respect to competition, because so many already have chosen to
provide the information more frequently than monthly. In addition, the
investments selected by money market funds are less likely than, for
example, equity funds, to be investments from which competing funds
would obtain benefit by scrutinizing on a monthly basis.
---------------------------------------------------------------------------

\627\ Due to the availability of the portfolio holding
information on fund Web sites, investors may allocate their
investments away from funds with riskier portfolios. Among other
things, this may reduce systemic risks as money market funds may
respond by investing in securities with less risk.
---------------------------------------------------------------------------

The rule amendment may also promote capital formation by making
portfolio holdings information readily accessible to investors, who may
thus be more inclined to allocate their investments in a particular
fund or in money market funds instead of an

[[Page 10108]]

alternative product. Alternatively, the rule amendment might have the
reverse effect if the portfolio holdings information makes investors
less confident regarding the risks associated with money market funds,
including the risk that market participants might use the information
obtained through the disclosures to the detriment of the fund and its
investors, such as by trading along with the fund or ahead of the fund
by anticipating future transactions based on past transactions. We also
recognize the potential for runs on money market funds that might
result from any investors who compute market-based net asset values
from the public disclosure of portfolio holdings. As discussed above,
however, most money market funds currently disclose their portfolio
holdings on their Web sites, and therefore we do not believe that our
requirement that funds post monthly portfolio holdings will have a
material effect on the ability of investors to compute market-based
values and incite a run on the fund.
6. Processing of Transactions
The amendments to rule 2a-7 require a money market fund to have the
capacity to redeem and sell its securities at a price based on the
fund's current net asset value per share, even if the fund's current
net asset values does not correspond to the fund's stable net asset
value or price per share. This amendment increases efficiency at money
market funds that break the buck by increasing the speed and minimizing
the operational difficulties in satisfying shareholder redemption
requests in such circumstances. It may also reduce investors' concerns
that redemptions would be unduly delayed if a money market fund were to
break the buck. We do not believe that this amendment has a material
impact on competition or capital formation.

B. Rule 17a-9

The Commission is amending rule 17a-9 to expand the circumstances
under which affiliated persons can purchase money market fund
securities. Under the amendments, a money market fund generally will be
able to sell a portfolio security that has defaulted to an affiliated
person for the greater of the security's amortized cost value or market
value (including accrued interest), even though the security continued
to be an eligible security.\628\ In addition, the amendment permits
affiliated persons, for any reason, to purchase other portfolio
securities from an affiliated money market fund on the same terms as
long as such person is required to promptly remit to the fund any
profit it realizes from the later sale of the security.\629\ These
amendments increase the efficiency of both the Commission and money
market funds by allowing affiliated persons to purchase portfolio
securities from money market funds under distress without having to
seek no-action assurances from Commission staff. The money market fund
industry is competitive; some money market funds have well-funded
affiliates to support the money market fund while others do not. This
amendment may increase the competitive advantage of money market funds
with well-funded affiliates relative to other money market funds, which
we balanced against the need to promote stability in money market
funds. We do not believe that the amendments will have any material
impact on capital formation. We received no comments on this analysis.
---------------------------------------------------------------------------

\628\ See amended rule 17a-9(a).
\629\ See amended rule 17a-9(b).
---------------------------------------------------------------------------

C. Rule 22e-3

Rule 22e-3 permits a money market fund that has broken the buck, or
is at imminent risk of breaking the buck, to suspend redemptions and
postpone the payment of proceeds pending board-approved liquidation
proceedings. We anticipate the rule will promote efficiency in the
financial markets by facilitating the orderly disposal of assets during
a liquidation. To the extent that investors choose money market funds
over alternative investments because the rule provides reassurance as
to the protection of fund assets in the event a money market fund
breaks the buck, the rule also may promote capital formation. If,
however, the possibility that redemptions may be suspended during a
liquidation makes money market funds less appealing to investors, the
rule may have a negative effect on capital formation. The rule also may
help make investors more confident that they will receive the proceeds
from their investment in the event of a liquidation. We do not believe
that the rule will have any adverse effect on competition. We received
no comments on this analysis.

D. Rule 30b1-7 and Form N-MFP: Monthly Reporting of Portfolio Holdings

New rule 30b1-7 and Form N-MFP mandate the monthly electronic
filing of each money market fund's portfolio holdings information in
XML-tagged format. As discussed above, we believe the new reporting
requirement will improve the efficiency and effectiveness of the
Commission's oversight of money market funds. The availability, and
usability, of this data will also promote efficiency for other third
parties that may be interested in collecting and analyzing money market
funds' portfolio holdings information. Money market funds currently are
often required to provide this information to various third parties in
different formats. To the extent that the new reporting requirement may
encourage a standardized format for disclosure or transmission of
portfolio holdings information, it may promote efficiency for money
market funds. We do not believe that the reporting requirement will
have an adverse effect on capital formation.
In the Proposing Release, we requested comment on what effect the
proposed rule \630\ would have on competition, efficiency, and capital
formation.\631\ One commenter stated that the Commission's view that
the proposed rule would not have an adverse effect on competition may
be incorrect for subadvised money market funds, because a number of the
information items in Form N-MFP require information that typically is
in the possession of the subadviser who manages the portfolio and not
the principal adviser who, in most cases, would be responsible for
preparing Form N-MFP. The commenter stated that obtaining the data from
subadvisers would be costly because it would have to be done on a real-
time basis, which would require a significant investment in new
infrastructure.\632\ The information required by the items cited by the
commenter, however, already should be readily available to the
subadviser.\633\ The information also is

[[Page 10109]]

not needed on a real-time basis by the principal adviser because the
form requires information as of the last business day of the preceding
month. Moreover, we have lengthened the time for filing Form N-MFP from
the proposed two business days after the end of each month to five
business days after the end of each month. This change should provide
subadvisers with sufficient time to send the information to the
principal adviser without having to invest in new infrastructure to
provide the information on a real-time basis.\634\ We therefore
continue to believe that the reporting requirement will not have an
adverse effect on competition.
---------------------------------------------------------------------------

\630\ The rule was proposed as rule 30b1-6. As noted above, in
September 2009 we adopted interim final temporary rule 30b1-6T. We
therefore have adopted proposed rule 30b1-6 as rule 30b1-7.
\631\ See Proposing Release, supra note 2, at Section VI.D.
\632\ See Committee Ann. Insur. Comment Letter. In particular,
the commenter stated that the information required by Items 17
(dollar weighted average life maturity), 20 (CIK of the issuer of
security), 26(b) (credit rating given by the NRSROs for the
security), and 30-35 (information on enhancements) of proposed Form
N-MFP are not typically in the possession of the principal adviser
and must be obtained from the subadviser managing the portfolio. The
commenter asserted that the Commission's estimate of 128 burden
hours per money market fund for the first year (1 filing x 40 hours
+ 11 filings x 8 hours) is far too low for subadvised funds. For the
reasons discussed below, we do not believe that subadvised funds
would be subject to significant investment in new infrastructure and
thus we believe that the burden estimate is not too low for
subadvised funds. The commenter does not state that there would be
any ongoing additional costs for compliance with Form N-MFP by
subadvised money market funds.
\633\ Subadvisers must have all of the information required by
the particular items the commenter specifies in order to manage the
portfolio on a day-to-day basis in compliance with rule 2a-7, other
than an issuer's CIK. Under Form N-MFP, as adopted, the CIK of the
issuer of the security is only required if the security does not
have a CUSIP and the issuer has a CIK. Under our proposal the CIK
number of the issuer would have been required for all securities.
\634\ By increasing the deadline to five business days, filers
also will have at least two non-business days (in addition to the
extra three business days) in which to complete and submit the form.
---------------------------------------------------------------------------

The amendments also will require the public disclosure of a money
market fund's market-based net asset value. We expect that the
disclosure of month-end market-based NAV may discourage the fund's
portfolio manager from taking certain risks that could reduce the
fund's market-based NAV. The money market fund industry is
characterized by a mix of competitors with and without affiliates that
can provide financial support. The new disclosure might encourage funds
that have affiliates with the ability to provide financial support to
request such support as soon as any problems develop. This support
could provide stability to funds that receive the support. This support
might also give a competitive advantage to funds that receive it
because they may be more willing to invest in securities with higher
risk and higher yields. However, the extent of this competitive
advantage may be mitigated because the amendments will require the
disclosure of the fund's market-based NAV with and without capital
support agreements. In addition, much of the extent to which fund
managers might take advantage of capital support arrangements to boost
fund yields is independent of the amendments we are adopting today and
affiliated persons of money market funds are not obligated to support
these funds.
The disclosure of a market-based net asset value below $1.00 also
might precipitate a run on the fund. If one fund were to fail for this
reason, runs might develop in other money market funds, even those with
relatively high market-based net asset values. However, we believe that
shareholders will benefit from knowing the monthly market-based net
asset values of money market funds. We anticipate that the public
availability of these values will help investors make informed
decisions about whether to invest, or maintain their investments, in
money market funds. We also anticipate that retail investors over time
will become acclimated to the market-based net asset value information
that money market funds will be required to disclose, and that most of
those investors will not likely make decisions based on immaterial
changes to funds' portfolio values. In response to concerns expressed
by some commenters about the potential for harm that immediate public
disclosure may pose for funds, we will delay for 60 days after the end
of the reporting period, public disclosure of the information filed on
Form N-MFP, including the market-based net asset values.\635\
---------------------------------------------------------------------------

\635\ See supra Section II.E.2.
---------------------------------------------------------------------------

E. Rule 30b1-6T

Rule 30b1-6T is intended to facilitate oversight of money market
funds that present a greater risk that they will be unable to maintain
their primary investment objectives. As noted above, the nonpublic
reports are designed to improve the efficiency and effectiveness of the
Commission's oversight of such money market funds, which may also
provide reassurance to investors, which may in turn promote capital
formation. We do not believe that the rule will have any effect on
competition.

VII. Regulatory Flexibility Act Certification

The Commission certified, pursuant to section 605(b) of the
Regulatory Flexibility Act of 1980 that the proposed amendments to
rules 2a-7, 17a-9, and 30b1-5, and proposed rules 30b1-6 and 22e-3
under the Investment Company Act would not have a significant economic
impact on a substantial number of small entities.\636\ We included this
certification in Section VII of the Proposing Release. Although we
encouraged written comments regarding this certification, no commenters
responded to this request.\637\
---------------------------------------------------------------------------

\636\ 5 U.S.C. 605(b). Based on information in filings submitted
to the Commission, we believe that there are no money market funds
that are small entities. Under rule 0-10 under the Investment
Company Act, an investment company is considered a small entity if
it, together with other investment companies in the same group of
related investment companies, has net assets of $50 million or less
as of the end of its most recent fiscal year.
\637\ We also certified that rule 30b1-6T would not have a
significant economic impact on a substantial number of small
entities. See Rule 30b1-6T Release, supra note 303, at Section VIII.
We received no comment on that certification.
---------------------------------------------------------------------------

VIII. Statutory Authority

The Commission is adopting amendments to rule 2a-7 under the
exemptive and rulemaking authority set forth in sections 6(c), 8(b),
22(c), and 38(a) of the Investment Company Act [15 U.S.C. 80a-6(c),
80a-8(b), 80a-22(c), 80a-37(a)]. The Commission is adopting amendments
to rule 17a-9 pursuant to the authority set forth in sections 6(c) and
38(a) of the Investment Company Act [15 U.S.C. 80a-6(c), 80a-37(a)].
The Commission is adopting rule 22e-3 pursuant to the authority set
forth in sections 6(c), 22(e) and 38(a) of the Investment Company Act
[15 U.S.C. 80a-6(c), 80a-22(e), and 80a-37(a)]. The Commission is
adopting an amendment to rule 30b1-6T pursuant to authority set forth
in sections 8(b), 30(b), 31(a), and 38(a) of the Investment Company Act
[15 U.S.C. 80a-8(b), 80a-29(b), 80a-30(a), and 80a-37(a)]. The
Commission is adopting new rule 30b1-7 and Form N-MFP pursuant to
authority set forth in sections 8(b), 30(b), 31(a), and 38(a) of the
Investment Company Act [15 U.S.C. 80a-8(b), 80a-29(b), 80a-30(a), and
80a-37(a)].

List of Subjects in 17 CFR Parts 270 and 274

Investment companies, Reporting and recordkeeping requirements,
Securities.

Text of Rules, Rule Amendments, and Form

0
For reasons set out in the preamble, Title 17, Chapter II of the Code
of Federal Regulations is amended as follows:

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

0
1. The authority citation for Part 270 continues to read, in part, as
follows:

Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, and 80a-
39, unless otherwise noted.
* * * * *
0
2. Section 270.2a-7 is revised to read as follows:

Sec. 270.2a-7 Money market funds.

(a) Definitions.
(1) Acquisition (or Acquire) means any purchase or subsequent
rollover (but does not include the failure to exercise a Demand
Feature).

[[Page 10110]]

(2) Amortized Cost Method of valuation means the method of
calculating an investment company's net asset value whereby portfolio
securities are valued at the fund's Acquisition cost as adjusted for
amortization of premium or accretion of discount rather than at their
value based on current market factors.
(3) Asset Backed Security means a fixed income security (other than
a Government Security) issued by a Special Purpose Entity (as defined
in this paragraph), substantially all of the assets of which consist of
Qualifying Assets (as defined in this paragraph). Special Purpose
Entity means a trust, corporation, partnership or other entity
organized for the sole purpose of issuing securities that entitle their
holders to receive payments that depend primarily on the cash flow from
Qualifying Assets, but does not include a registered investment
company. Qualifying Assets means financial assets, either fixed or
revolving, that by their terms convert into cash within a finite time
period, plus any rights or other assets designed to assure the
servicing or timely distribution of proceeds to security holders.
(4) Business Day means any day, other than Saturday, Sunday, or any
customary business holiday.
(5) Collateralized Fully means ``Collateralized Fully'' as defined
in Sec. 270.5b-3(c)(1) except that Sec. 270.5b-3(c)(1)(iv)(C) and (D)
shall not apply.
(6) Conditional Demand Feature means a Demand Feature that is not
an Unconditional Demand Feature. A Conditional Demand Feature is not a
Guarantee.
(7) Conduit Security means a security issued by a Municipal Issuer
(as defined in this paragraph) involving an arrangement or agreement
entered into, directly or indirectly, with a person other than a
Municipal Issuer, which arrangement or agreement provides for or
secures repayment of the security. Municipal Issuer means a State or
territory of the United States (including the District of Columbia), or
any political subdivision or public instrumentality of a State or
territory of the United States. A Conduit Security does not include a
security that is:
(i) Fully and unconditionally guaranteed by a Municipal Issuer;
(ii) Payable from the general revenues of the Municipal Issuer or
other Municipal Issuers (other than those revenues derived from an
agreement or arrangement with a person who is not a Municipal Issuer
that provides for or secures repayment of the security issued by the
Municipal Issuer);
(iii) Related to a project owned and operated by a Municipal
Issuer; or
(iv) Related to a facility leased to and under the control of an
industrial or commercial enterprise that is part of a public project
which, as a whole, is owned and under the control of a Municipal
Issuer.
(8) Daily Liquid Assets means:
(i) Cash;
(ii) Direct obligations of the U.S. Government; or
(iii) Securities that will mature or are subject to a Demand
Feature that is exercisable and payable within one Business Day.
(9) Demand Feature means:
(i) A feature permitting the holder of a security to sell the
security at an exercise price equal to the approximate amortized cost
of the security plus accrued interest, if any, at the time of exercise.
A Demand Feature must be exercisable either:
(A) At any time on no more than 30 calendar days' notice; or
(B) At specified intervals not exceeding 397 calendar days and upon
no more than 30 calendar days' notice; or
(ii) A feature permitting the holder of an Asset Backed Security
unconditionally to receive principal and interest within 397 calendar
days of making demand.
(10) Demand Feature Issued By A Non-Controlled Person means a
Demand Feature issued by:
(i) A person that, directly or indirectly, does not control, and is
not controlled by or under common control with the issuer of the
security subject to the Demand Feature (control means ``control'' as
defined in section 2(a)(9) of the Act) (15 U.S.C. 80a-2(a)(9)); or
(ii) A sponsor of a Special Purpose Entity with respect to an Asset
Backed Security.
(11) Designated NRSRO means any one of at least four nationally
recognized statistical rating organizations, as that term is defined in
section 3(a)(62) of the Securities Exchange Act of 1934 (15 U.S.C.
78c(a)(62)), that:
(i) The money market fund's board of directors:
(A) Has designated as an NRSRO whose credit ratings with respect to
any obligor or security or particular obligors or securities will be
used by the fund to determine whether a security is an Eligible
Security; and
(B) Determines at least once each calendar year issues credit
ratings that are sufficiently reliable for such use;
(ii) Is not an ``affiliated person,'' as defined in section
2(a)(3)(C) of the Act (15 U.S.C. 80a-2(a)(3)(C)), of the issuer of, or
any insurer or provider of credit support for, the security; and
(iii) The fund discloses in its statement of additional information
is a Designated NRSRO, including any limitations with respect to the
fund's use of such designation.
(12) Eligible Security means:
(i) A Rated Security with a remaining maturity of 397 calendar days
or less that has received a rating from the Requisite NRSROs in one of
the two highest short-term rating categories (within which there may be
sub-categories or gradations indicating relative standing); or
(ii) An Unrated Security that is of comparable quality to a
security meeting the requirements for a Rated Security in paragraph
(a)(12)(i) of this section, as determined by the money market fund's
board of directors; provided, however, that: a security that at the
time of issuance had a remaining maturity of more than 397 calendar
days but that has a remaining maturity of 397 calendar days or less and
that is an Unrated Security is not an Eligible Security if the security
has received a long-term rating from any Designated NRSRO that is not
within the Designated NRSRO's three highest long-term ratings
categories (within which there may be sub-categories or gradations
indicating relative standing), unless the security has received a long-
term rating from the Requisite NRSROs in one of the three highest
rating categories.
(iii) In addition, in the case of a security that is subject to a
Demand Feature or Guarantee:
(A) The Guarantee has received a rating from a Designated NRSRO or
the Guarantee is issued by a guarantor that has received a rating from
a Designated NRSRO with respect to a class of debt obligations (or any
debt obligation within that class) that is comparable in priority and
security to the Guarantee, unless:
(1) The Guarantee is issued by a person that, directly or
indirectly, controls, is controlled by or is under common control with
the issuer of the security subject to the Guarantee (other than a
sponsor of a Special Purpose Entity with respect to an Asset Backed
Security);
(2) The security subject to the Guarantee is a repurchase agreement
that is Collateralized Fully; or
(3) The Guarantee is itself a Government Security; and
(B) The issuer of the Demand Feature or Guarantee, or another
institution, has undertaken promptly to notify the holder of the
security in the event the Demand Feature or Guarantee is

[[Page 10111]]

substituted with another Demand Feature or Guarantee (if such
substitution is permissible under the terms of the Demand Feature or
Guarantee).
(13) Event of Insolvency means ``Event of Insolvency'' as defined
in Sec. 270.5b-3(c)(2).
(14) First Tier Security means any Eligible Security that:
(i) Is a Rated Security that has received a short-term rating from
the Requisite NRSROs in the highest short-term rating category for debt
obligations (within which there may be sub-categories or gradations
indicating relative standing);
(ii) Is an Unrated Security that is of comparable quality to a
security meeting the requirements for a Rated Security in paragraph
(a)(14)(i) of this section, as determined by the fund's board of
directors;
(iii) Is a security issued by a registered investment company that
is a money market fund; or
(iv) Is a Government Security.
(15) Floating Rate Security means a security the terms of which
provide for the adjustment of its interest rate whenever a specified
interest rate changes and that, at any time until the final maturity of
the instrument or the period remaining until the principal amount can
be recovered through demand, can reasonably be expected to have a
market value that approximates its amortized cost.
(16) Government Security means any ``Government security'' as
defined in section 2(a)(16) of the Act (15 U.S.C. 80a-2(a)(16)).
(17) Guarantee means an unconditional obligation of a person other
than the issuer of the security to undertake to pay, upon presentment
by the holder of the Guarantee (if required), the principal amount of
the underlying security plus accrued interest when due or upon default,
or, in the case of an Unconditional Demand Feature, an obligation that
entitles the holder to receive upon exercise the approximate amortized
cost of the underlying security or securities, plus accrued interest,
if any. A Guarantee includes a letter of credit, financial guaranty
(bond) insurance, and an Unconditional Demand Feature (other than an
Unconditional Demand Feature provided by the issuer of the security).
(18) Guarantee Issued By A Non-Controlled Person means a Guarantee
issued by:
(i) A person that, directly or indirectly, does not control, and is
not controlled by or under common control with the issuer of the
security subject to the Guarantee (control means ``control'' as defined
in section 2(a)(9) of the Act) (15 U.S.C. 80a-2(a)(9)); or
(ii) A sponsor of a Special Purpose Entity with respect to an Asset
Backed Security.
(19) Illiquid Security means a security that cannot be sold or
disposed of in the ordinary course of business within seven calendar
days at approximately the value ascribed to it by the fund.
(20) Penny-Rounding Method of pricing means the method of computing
an investment company's price per share for purposes of distribution,
redemption and repurchase whereby the current net asset value per share
is rounded to the nearest one percent.
(21) Rated Security means a security that meets the requirements of
paragraphs (a)(21)(i) or (ii) of this section, in each case subject to
paragraph (a)(21)(iii) of this section:
(i) The security has received a short-term rating from a Designated
NRSRO, or has been issued by an issuer that has received a short-term
rating from a Designated NRSRO with respect to a class of debt
obligations (or any debt obligation within that class) that is
comparable in priority and security with the security; or
(ii) The security is subject to a Guarantee that has received a
short-term rating from a Designated NRSRO, or a Guarantee issued by a
guarantor that has received a short-term rating from a Designated NRSRO
with respect to a class of debt obligations (or any debt obligation
within that class) that is comparable in priority and security with the
Guarantee; but
(iii) A security is not a Rated Security if it is subject to an
external credit support agreement (including an arrangement by which
the security has become a Refunded Security) that was not in effect
when the security was assigned its rating, unless the security has
received a short-term rating reflecting the existence of the credit
support agreement as provided in paragraph (a)(21)(i) of this section,
or the credit support agreement with respect to the security has
received a short-term rating as provided in paragraph (a)(21)(ii) of
this section.
(22) Refunded Security means ``Refunded Security'' as defined in
Sec. 270.5b-3(c)(4).
(23) Requisite NRSROs means:
(i) Any two Designated NRSROs that have issued a rating with
respect to a security or class of debt obligations of an issuer; or
(ii) If only one Designated NRSRO has issued a rating with respect
to such security or class of debt obligations of an issuer at the time
the fund acquires the security, that Designated NRSRO.
(24) Second Tier Security means any Eligible Security that is not a
First Tier Security.
(25) Single State Fund means a Tax Exempt Fund that holds itself
out as seeking to maximize the amount of its distributed income that is
exempt from the income taxes or other taxes on investments of a
particular State and, where applicable, subdivisions thereof.
(26) Tax Exempt Fund means any money market fund that holds itself
out as distributing income exempt from regular Federal income tax.
(27) Total Assets means, with respect to a money market fund using
the Amortized Cost Method, the total amortized cost of its assets and,
with respect to any other money market fund, the total market-based
value of its assets.
(28) Unconditional Demand Feature means a Demand Feature that by
its terms would be readily exercisable in the event of a default in
payment of principal or interest on the underlying security or
securities.
(29) United States Dollar-Denominated means, with reference to a
security, that all principal and interest payments on such security are
payable to security holders in United States dollars under all
circumstances and that the interest rate of, the principal amount to be
repaid, and the timing of payments related to such security do not vary
or float with the value of a foreign currency, the rate of interest
payable on foreign currency borrowings, or with any other interest rate
or index expressed in a currency other than United States dollars.
(30) Unrated Security means a security that is not a Rated
Security.
(31) Variable Rate Security means a security the terms of which
provide for the adjustment of its interest rate on set dates (such as
the last day of a month or calendar quarter) and that, upon each
adjustment until the final maturity of the instrument or the period
remaining until the principal amount can be recovered through demand,
can reasonably be expected to have a market value that approximates its
amortized cost.
(32) Weekly Liquid Assets means:
(i) Cash;
(ii) Direct obligations of the U.S. Government;
(iii) Government Securities that are issued by a person controlled
or supervised by and acting as an instrumentality of the Government of
the United States pursuant to authority granted by the Congress of the
United States that:

[[Page 10112]]

(A) Are issued at a discount to the principal amount to be repaid
at maturity; and
(B) Have a remaining maturity date of 60 days or less; or
(iv) Securities that will mature or are subject to a Demand Feature
that is exercisable and payable within five Business Days.
(b) Holding Out and Use of Names and Titles. (1) It shall be an
untrue statement of material fact within the meaning of section 34(b)
of the Act (15 U.S.C. 80a-33(b)) for a registered investment company,
in any registration statement, application, report, account, record, or
other document filed or transmitted pursuant to the Act, including any
advertisement, pamphlet, circular, form letter, or other sales
literature addressed to or intended for distribution to prospective
investors that is required to be filed with the Commission by section
24(b) of the Act (15 U.S.C. 80a-24(b)), to hold itself out to investors
as a money market fund or the equivalent of a money market fund, unless
such registered investment company meets the conditions of paragraphs
(c)(2), (c)(3), (c)(4), and (c)(5) of this section.
(2) It shall constitute the use of a materially deceptive or
misleading name or title within the meaning of section 35(d) of the Act
(15 U.S.C. 80a-34(d)) for a registered investment company to adopt the
term ``money market'' as part of its name or title or the name or title
of any redeemable securities of which it is the issuer, or to adopt a
name that suggests that it is a money market fund or the equivalent of
a money market fund, unless such registered investment company meets
the conditions of paragraphs (c)(2), (c)(3), (c)(4), and (c)(5) of this
section.
(3) For purposes of this paragraph, a name that suggests that a
registered investment company is a money market fund or the equivalent
thereof shall include one that uses such terms as ``cash,'' ``liquid,''
``money,'' ``ready assets'' or similar terms.
(c) Share Price Calculations. The current price per share, for
purposes of distribution, redemption and repurchase, of any redeemable
security issued by any registered investment company (``money market
fund'' or ``fund''), notwithstanding the requirements of section
2(a)(41) of the Act (15 U.S.C. 80a-2(a)(41)) and of Sec. Sec. 270.2a-4
and 270.22c-1 thereunder, may be computed by use of the Amortized Cost
Method or the Penny-Rounding Method; provided, however, that:
(1) Board Findings. The board of directors of the money market fund
shall determine, in good faith, that it is in the best interests of the
fund and its shareholders to maintain a stable net asset value per
share or stable price per share, by virtue of either the Amortized Cost
Method or the Penny-Rounding Method, and that the money market fund
will continue to use such method only so long as the board of directors
believes that it fairly reflects the market-based net asset value per
share.
(2) Portfolio Maturity. The money market fund shall maintain a
dollar-weighted average portfolio maturity appropriate to its objective
of maintaining a stable net asset value per share or price per share;
provided, however, that the money market fund will not:
(i) Acquire any instrument with a remaining maturity of greater
than 397 calendar days;
(ii) Maintain a dollar-weighted average portfolio maturity that
exceeds 60 calendar days; or
(iii) Maintain a dollar-weighted average portfolio maturity that
exceeds 120 calendar days, determined without reference to the
exceptions in paragraph (d) of this section regarding interest rate
readjustments.
(3) Portfolio Quality--(i) General. The money market fund shall
limit its portfolio investments to those United States Dollar-
Denominated securities that the fund's board of directors determines
present minimal credit risks (which determination must be based on
factors pertaining to credit quality in addition to any rating assigned
to such securities by a Designated NRSRO) and that are at the time of
Acquisition Eligible Securities.
(ii) Second Tier Securities. No money market fund shall Acquire a
Second Tier Security with a remaining maturity of greater than 45
calendar days. Immediately after the Acquisition of any Second Tier
Security, a money market fund shall not have invested more than three
percent of its Total Assets in Second Tier Securities.
(iii) Securities Subject to Guarantees. A security that is subject
to a Guarantee may be determined to be an Eligible Security or a First
Tier Security based solely on whether the Guarantee is an Eligible
Security or First Tier Security, as the case may be.
(iv) Securities Subject to Conditional Demand Features. A security
that is subject to a Conditional Demand Feature (``Underlying
Security'') may be determined to be an Eligible Security or a First
Tier Security only if:
(A) The Conditional Demand Feature is an Eligible Security or First
Tier Security, as the case may be;
(B) At the time of the Acquisition of the Underlying Security, the
money market fund's board of directors has determined that there is
minimal risk that the circumstances that would result in the
Conditional Demand Feature not being exercisable will occur; and
(1) The conditions limiting exercise either can be monitored
readily by the fund, or relate to the taxability, under Federal, State
or local law, of the interest payments on the security; or
(2) The terms of the Conditional Demand Feature require that the
fund will receive notice of the occurrence of the condition and the
opportunity to exercise the Demand Feature in accordance with its
terms; and
(C) The Underlying Security or any Guarantee of such security (or
the debt securities of the issuer of the Underlying Security or
Guarantee that are comparable in priority and security with the
Underlying Security or Guarantee) has received either a short-term
rating or a long-term rating, as the case may be, from the Requisite
NRSROs within the NRSROs' two highest short-term or long-term rating
categories (within which there may be sub-categories or gradations
indicating relative standing) or, if unrated, is determined to be of
comparable quality by the money market fund's board of directors to a
security that has received a rating from the Requisite NRSROs within
the NRSROs' two highest short-term or long-term rating categories, as
the case may be.
(4) Portfolio Diversification--(i) Issuer Diversification. The
money market fund shall be diversified with respect to issuers of
securities Acquired by the fund as provided in paragraphs (c)(4)(i) and
(c)(4)(ii) of this section, other than with respect to Government
Securities and securities subject to a Guarantee Issued By A Non-
Controlled Person.
(A) Taxable and National Funds. Immediately after the Acquisition
of any security, a money market fund other than a Single State Fund
shall not have invested more than five percent of its Total Assets in
securities issued by the issuer of the security; provided, however,
that such a fund may invest up to twenty-five percent of its Total
Assets in the First Tier Securities of a single issuer for a period of
up to three Business Days after the Acquisition thereof; provided,
further, that the fund may not invest in the securities of more than
one issuer in accordance with the foregoing proviso in this paragraph
at any time.
(B) Single State Funds. With respect to seventy-five percent of its
Total Assets, immediately after the Acquisition of any security, a
Single

[[Page 10113]]

State Fund shall not have invested more than five percent of its Total
Assets in securities issued by the issuer of the security.
(C) Second Tier Securities. Immediately after the Acquisition of
any Second Tier Security, a money market fund shall not have invested
more than one half of one percent of its Total Assets in the Second
Tier Securities of any single issuer.
(ii) Issuer Diversification Calculations. For purposes of making
calculations under paragraph (c)(4)(i) of this section:
(A) Repurchase Agreements. The Acquisition of a repurchase
agreement may be deemed to be an Acquisition of the underlying
securities, provided the obligation of the seller to repurchase the
securities from the money market fund is Collateralized Fully and the
fund's board of directors has evaluated the seller's creditworthiness.
(B) Refunded Securities. The Acquisition of a Refunded Security
shall be deemed to be an Acquisition of the escrowed Government
Securities.
(C) Conduit Securities. A Conduit Security shall be deemed to be
issued by the person (other than the Municipal Issuer) ultimately
responsible for payments of interest and principal on the security.
(D) Asset Backed Securities--(1) General. An Asset Backed Security
Acquired by a fund (``Primary ABS'') shall be deemed to be issued by
the Special Purpose Entity that issued the Asset Backed Security,
provided, however:
(i) Holdings of Primary ABS. Any person whose obligations
constitute ten percent or more of the principal amount of the
Qualifying Assets of the Primary ABS (``Ten Percent Obligor'') shall be
deemed to be an issuer of the portion of the Primary ABS such
obligations represent; and
(ii) Holdings of Secondary ABS. If a Ten Percent Obligor of a
Primary ABS is itself a Special Purpose Entity issuing Asset Backed
Securities (``Secondary ABS''), any Ten Percent Obligor of such
Secondary ABS also shall be deemed to be an issuer of the portion of
the Primary ABS that such Ten Percent Obligor represents.
(2) Restricted Special Purpose Entities. A Ten Percent Obligor with
respect to a Primary or Secondary ABS shall not be deemed to have
issued any portion of the assets of a Primary ABS as provided in
paragraph (c)(4)(ii)(D)(1) of this section if that Ten Percent Obligor
is itself a Special Purpose Entity issuing Asset Backed Securities
(``Restricted Special Purpose Entity''), and the securities that it
issues (other than securities issued to a company that controls, or is
controlled by or under common control with, the Restricted Special
Purpose Entity and which is not itself a Special Purpose Entity issuing
Asset Backed Securities) are held by only one other Special Purpose
Entity.
(3) Demand Features and Guarantees. In the case of a Ten Percent
Obligor deemed to be an issuer, the fund shall satisfy the
diversification requirements of paragraph (c)(4)(iii) of this section
with respect to any Demand Feature or Guarantee to which the Ten
Percent Obligor's obligations are subject.
(E) Shares of Other Money Market Funds. A money market fund that
Acquires shares issued by another money market fund in an amount that
would otherwise be prohibited by paragraph (c)(4)(i) of this section
shall nonetheless be deemed in compliance with this section if the
board of directors of the Acquiring money market fund reasonably
believes that the fund in which it has invested is in compliance with
this section.
(iii) Diversification Rules for Demand Features and Guarantees. The
money market fund shall be diversified with respect to Demand Features
and Guarantees Acquired by the fund as provided in paragraphs
(c)(4)(iii) and (c)(4)(iv) of this section, other than with respect to
a Demand Feature issued by the same institution that issued the
underlying security, or with respect to a Guarantee or Demand Feature
that is itself a Government Security.
(A) General. Immediately after the Acquisition of any Demand
Feature or Guarantee or security subject to a Demand Feature or
Guarantee, a money market fund, with respect to seventy-five percent of
its Total Assets, shall not have invested more than ten percent of its
Total Assets in securities issued by or subject to Demand Features or
Guarantees from the institution that issued the Demand Feature or
Guarantee, subject to paragraphs (c)(4)(iii)(B) and (C) of this
section.
(B) Second Tier Demand Features or Guarantees. Immediately after
the Acquisition of any Demand Feature or Guarantee (or a security after
giving effect to the Demand Feature or Guarantee) that is a Second Tier
Security, a money market fund shall not have invested more than 2.5
percent of its Total Assets in securities issued by or subject to
Demand Features or Guarantees from the institution that issued the
Demand Feature or Guarantee.
(C) Demand Features or Guarantees Issued by Non-Controlled Persons.
Immediately after the Acquisition of any security subject to a Demand
Feature or Guarantee, a money market fund shall not have invested more
than ten percent of its Total Assets in securities issued by, or
subject to Demand Features or Guarantees from the institution that
issued the Demand Feature or Guarantee, unless, with respect to any
security subject to Demand Features or Guarantees from that institution
(other than securities issued by such institution), the Demand Feature
or Guarantee is a Demand Feature or Guarantee Issued By A Non-
Controlled Person.
(iv) Demand Feature and Guarantee Diversification Calculations--(A)
Fractional Demand Features or Guarantees. In the case of a security
subject to a Demand Feature or Guarantee from an institution by which
the institution guarantees a specified portion of the value of the
security, the institution shall be deemed to guarantee the specified
portion thereof.
(B) Layered Demand Features or Guarantees. In the case of a
security subject to Demand Features or Guarantees from multiple
institutions that have not limited the extent of their obligations as
described in paragraph (c)(4)(iv)(A) of this section, each institution
shall be deemed to have provided the Demand Feature or Guarantee with
respect to the entire principal amount of the security.
(v) Diversification Safe Harbor. A money market fund that satisfies
the applicable diversification requirements of paragraphs (c)(4) and
(c)(6) of this section shall be deemed to have satisfied the
diversification requirements of section 5(b)(1) of the Act (15 U.S.C.
80a-5(b)(1)) and the rules adopted thereunder.
(5) Portfolio Liquidity. The money market fund shall hold
securities that are sufficiently liquid to meet reasonably foreseeable
shareholder redemptions in light of the fund's obligations under
section 22(e) of the Act (15 U.S.C. 80a-22(e)) and any commitments the
fund has made to shareholders; provided, however, that:
(i) Illiquid Securities. The money market fund shall not Acquire
any Illiquid Security if, immediately after the Acquisition, the money
market fund would have invested more than five percent of its Total
Assets in Illiquid Securities.
(ii) Minimum Daily Liquidity Requirement. The money market fund
shall not Acquire any security other than a Daily Liquid Asset if,
immediately after the Acquisition, the fund would have invested less
than ten percent of its Total Assets in Daily Liquid Assets. This
provision shall not apply to Tax Exempt Funds.

[[Page 10114]]

(iii) Minimum Weekly Liquidity Requirement. The money market fund
shall not Acquire any security other than a Weekly Liquid Asset if,
immediately after the Acquisition, the fund would have invested less
than thirty percent of its Total Assets in Weekly Liquid Assets.
(6) Demand Features and Guarantees Not Relied Upon. If the fund's
board of directors has determined that the fund is not relying on a
Demand Feature or Guarantee to determine the quality (pursuant to
paragraph (c)(3) of this section), or maturity (pursuant to paragraph
(d) of this section), or liquidity of a portfolio security, and
maintains a record of this determination (pursuant to paragraphs
(c)(10)(ii) and (c)(11)(vi) of this section), then the fund may
disregard such Demand Feature or Guarantee for all purposes of this
section.
(7) Downgrades, Defaults and Other Events--(i) Downgrades--(A)
General. Upon the occurrence of either of the events specified in
paragraphs (c)(7)(i)(A)(1) and (2) of this section with respect to a
portfolio security, the board of directors of the money market fund
shall reassess promptly whether such security continues to present
minimal credit risks and shall cause the fund to take such action as
the board of directors determines is in the best interests of the money
market fund and its shareholders:
(1) A portfolio security of a money market fund ceases to be a
First Tier Security (either because it no longer has the highest rating
from the Requisite NRSROs or, in the case of an Unrated Security, the
board of directors of the money market fund determines that it is no
longer of comparable quality to a First Tier Security); and
(2) The money market fund's investment adviser (or any person to
whom the fund's board of directors has delegated portfolio management
responsibilities) becomes aware that any Unrated Security or Second
Tier Security held by the money market fund has, since the security was
Acquired by the fund, been given a rating by a Designated NRSRO below
the Designated NRSRO's second highest short-term rating category.
(B) Securities To Be Disposed Of. The reassessments required by
paragraph (c)(7)(i)(A) of this section shall not be required if the
fund disposes of the security (or it matures) within five Business Days
of the specified event and, in the case of events specified in
paragraph (c)(7)(i)(A)(2) of this section, the board is subsequently
notified of the adviser's actions.
(C) Special Rule for Certain Securities Subject to Demand Features.
In the event that after giving effect to a rating downgrade, more than
2.5 percent of the fund's Total Assets are invested in securities
issued by or subject to Demand Features from a single institution that
are Second Tier Securities, the fund shall reduce its investment in
securities issued by or subject to Demand Features from that
institution to no more than 2.5 percent of its Total Assets by
exercising the Demand Features at the next succeeding exercise date(s),
absent a finding by the board of directors that disposal of the
portfolio security would not be in the best interests of the money
market fund.
(ii) Defaults and Other Events. Upon the occurrence of any of the
events specified in paragraphs (c)(7)(ii)(A) through (D) of this
section with respect to a portfolio security, the money market fund
shall dispose of such security as soon as practicable consistent with
achieving an orderly disposition of the security, by sale, exercise of
any Demand Feature or otherwise, absent a finding by the board of
directors that disposal of the portfolio security would not be in the
best interests of the money market fund (which determination may take
into account, among other factors, market conditions that could affect
the orderly disposition of the portfolio security):
(A) The default with respect to a portfolio security (other than an
immaterial default unrelated to the financial condition of the issuer);
(B) A portfolio security ceases to be an Eligible Security;
(C) A portfolio security has been determined to no longer present
minimal credit risks; or
(D) An Event of Insolvency occurs with respect to the issuer of a
portfolio security or the provider of any Demand Feature or Guarantee.
(iii) Notice to the Commission. The money market fund shall
promptly notify the Commission by electronic mail directed to the
Director of Investment Management or the Director's designee, of any:
(A) Default or Event of Insolvency with respect to the issuer of
one or more portfolio securities (other than an immaterial default
unrelated to the financial condition of the issuer) or any issuer of a
Demand Feature or Guarantee to which one or more portfolio securities
is subject, and the actions the money market fund intends to take in
response to such event, where immediately before default the securities
(or the securities subject to the Demand Feature or Guarantee)
accounted for \1/2\ of 1 percent or more of the money market fund's
Total Assets; or
(B) Purchase of a security from the fund by an affiliated person,
promoter, or principal underwriter of the fund, or an affiliated person
of such a person, in reliance on Sec. 270.17a-9, including
identification of the security, its amortized cost, the sale price, and
the reasons for such purchase.
(iv) Defaults for Purposes of Paragraphs (c)(7)(ii) and (iii). For
purposes of paragraphs (c)(7)(ii) and (iii) of this section, an
instrument subject to a Demand Feature or Guarantee shall not be deemed
to be in default (and an Event of Insolvency with respect to the
security shall not be deemed to have occurred) if:
(A) In the case of an instrument subject to a Demand Feature, the
Demand Feature has been exercised and the fund has recovered either the
principal amount or the amortized cost of the instrument, plus accrued
interest; or
(B) The provider of the Guarantee is continuing, without protest,
to make payments as due on the instrument.
(8) Required Procedures: Amortized Cost Method. In the case of a
money market fund using the Amortized Cost Method:
(i) General. In supervising the money market fund's operations and
delegating special responsibilities involving portfolio management to
the money market fund's investment adviser, the money market fund's
board of directors, as a particular responsibility within the overall
duty of care owed to its shareholders, shall establish written
procedures reasonably designed, taking into account current market
conditions and the money market fund's investment objectives, to
stabilize the money market fund's net asset value per share, as
computed for the purpose of distribution, redemption and repurchase, at
a single value.
(ii) Specific Procedures. Included within the procedures adopted by
the board of directors shall be the following:
(A) Shadow Pricing. Written procedures shall provide:
(1) That the extent of deviation, if any, of the current net asset
value per share calculated using available market quotations (or an
appropriate substitute that reflects current market conditions) from
the money market fund's amortized cost price per share, shall be
calculated at such intervals as the board of directors determines
appropriate and reasonable in light of current market conditions;
(2) For the periodic review by the board of directors of the amount
of the

[[Page 10115]]

deviation as well as the methods used to calculate the deviation; and
(3) For the maintenance of records of the determination of
deviation and the board's review thereof.
(B) Prompt Consideration of Deviation. In the event such deviation
from the money market fund's amortized cost price per share exceeds \1/
2\ of 1 percent, the board of directors shall promptly consider what
action, if any, should be initiated by the board of directors.
(C) Material Dilution or Unfair Results. Where the board of
directors believes the extent of any deviation from the money market
fund's amortized cost price per share may result in material dilution
or other unfair results to investors or existing shareholders, it shall
cause the fund to take such action as it deems appropriate to eliminate
or reduce to the extent reasonably practicable such dilution or unfair
results.
(9) Required Procedures: Penny-Rounding Method. In the case of a
money market fund using the Penny-Rounding Method, in supervising the
money market fund's operations and delegating special responsibilities
involving portfolio management to the money market fund's investment
adviser, the money market fund's board of directors undertakes, as a
particular responsibility within the overall duty of care owed to its
shareholders, to assure to the extent reasonably practicable, taking
into account current market conditions affecting the money market
fund's investment objectives, that the money market fund's price per
share as computed for the purpose of distribution, redemption and
repurchase, rounded to the nearest one percent, will not deviate from
the single price established by the board of directors.
(10) Specific Procedures: Amortized Cost and Penny-Rounding
Methods. Included within the procedures adopted by the board of
directors for money market funds using either the Amortized Cost or
Penny-Rounding Methods shall be the following:
(i) Securities for Which Maturity is Determined by Reference to
Demand Features. In the case of a security for which maturity is
determined by reference to a Demand Feature, written procedures shall
require ongoing review of the security's continued minimal credit
risks, and that review must be based on, among other things, financial
data for the most recent fiscal year of the issuer of the Demand
Feature and, in the case of a security subject to a Conditional Demand
Feature, the issuer of the security whose financial condition must be
monitored under paragraph (c)(3)(iv) of this section, whether such data
is publicly available or provided under the terms of the security's
governing documentation.
(ii) Securities Subject to Demand Features or Guarantees. In the
case of a security subject to one or more Demand Features or Guarantees
that the fund's board of directors has determined that the fund is not
relying on to determine the quality (pursuant to paragraph (c)(3) of
this section), maturity (pursuant to paragraph (d) of this section) or
liquidity (pursuant to paragraph (c)(5) of this section) of the
security subject to the Demand Feature or Guarantee, written procedures
shall require periodic evaluation of such determination.
(iii) Adjustable Rate Securities Without Demand Features. In the
case of a Variable Rate or Floating Rate Security that is not subject
to a Demand Feature and for which maturity is determined pursuant to
paragraphs (d)(1), (d)(2) or (d)(4) of this section, written procedures
shall require periodic review of whether the interest rate formula,
upon readjustment of its interest rate, can reasonably be expected to
cause the security to have a market value that approximates its
amortized cost value.
(iv) Asset Backed Securities. In the case of an Asset Backed
Security, written procedures shall require the fund to periodically
determine the number of Ten Percent Obligors (as that term is used in
paragraph (c)(4)(ii)(D) of this section) deemed to be the issuers of
all or a portion of the Asset Backed Security for purposes of paragraph
(c)(4)(ii)(D) of this section; provided, however, written procedures
need not require periodic determinations with respect to any Asset
Backed Security that a fund's board of directors has determined, at the
time of Acquisition, will not have, or is unlikely to have, Ten Percent
Obligors that are deemed to be issuers of all or a portion of that
Asset Backed Security for purposes of paragraph (c)(4)(ii)(D) of this
section, and maintains a record of this determination.
(v) Stress Testing. Written procedures shall provide for:
(A) The periodic testing, at such intervals as the board of
directors determines appropriate and reasonable in light of current
market conditions, of the money market fund's ability to maintain a
stable net asset value per share based upon specified hypothetical
events that include, but are not limited to, a change in short-term
interest rates, an increase in shareholder redemptions, a downgrade of
or default on portfolio securities, and the widening or narrowing of
spreads between yields on an appropriate benchmark the fund has
selected for overnight interest rates and commercial paper and other
types of securities held by the fund.
(B) A report on the results of such testing to be provided to the
board of directors at its next regularly scheduled meeting (or sooner,
if appropriate in light of the results), which report shall include:
(1) The date(s) on which the testing was performed and the
magnitude of each hypothetical event that would cause the deviation of
the money market fund's net asset value calculated using available
market quotations (or appropriate substitutes which reflect current
market conditions) from its net asset value per share calculated using
amortized cost to exceed \1/2\ of 1 percent; and
(2) An assessment by the fund's adviser of the fund's ability to
withstand the events (and concurrent occurrences of those events) that
are reasonably likely to occur within the following year.
(11) Record Keeping and Reporting--(i) Written Procedures. For a
period of not less than six years following the replacement of such
procedures with new procedures (the first two years in an easily
accessible place), a written copy of the procedures (and any
modifications thereto) described in paragraphs (c)(7) through (c)(10)
and (e) of this section shall be maintained and preserved.
(ii) Board Considerations and Actions. For a period of not less
than six years (the first two years in an easily accessible place) a
written record shall be maintained and preserved of the board of
directors' considerations and actions taken in connection with the
discharge of its responsibilities, as set forth in this section, to be
included in the minutes of the board of directors' meetings.
(iii) Credit Risk Analysis. For a period of not less than three
years from the date that the credit risks of a portfolio security were
most recently reviewed, a written record of the determination that a
portfolio security presents minimal credit risks and the Designated
NRSRO ratings (if any) used to determine the status of the security as
an Eligible Security, First Tier Security or Second Tier Security shall
be maintained and preserved in an easily accessible place.
(iv) Determinations With Respect to Adjustable Rate Securities. For
a period of not less than three years from the date when the
determination was most recently made, a written record shall be
preserved and maintained, in an easily accessible place, of the
determination

[[Page 10116]]

required by paragraph (c)(10)(iii) of this section (that a Variable
Rate or Floating Rate Security that is not subject to a Demand Feature
and for which maturity is determined pursuant to paragraphs (d)(1),
(d)(2) or (d)(4) of this section can reasonably be expected, upon
readjustment of its interest rate at all times during the life of the
instrument, to have a market value that approximates its amortized
cost).
(v) Determinations with Respect to Asset Backed Securities. For a
period of not less than three years from the date when the
determination was most recently made, a written record shall be
preserved and maintained, in an easily accessible place, of the
determinations required by paragraph (c)(10)(iv) of this section (the
number of Ten Percent Obligors (as that term is used in paragraph
(c)(4)(ii)(D) of this section) deemed to be the issuers of all or a
portion of the Asset Backed Security for purposes of paragraph
(c)(4)(ii)(D) of this section). The written record shall include:
(A) The identities of the Ten Percent Obligors (as that term is
used in paragraph (c)(4)(ii)(D) of this section), the percentage of the
Qualifying Assets constituted by the securities of each Ten Percent
Obligor and the percentage of the fund's Total Assets that are invested
in securities of each Ten Percent Obligor; and
(B) Any determination that an Asset Backed Security will not have,
or is unlikely to have, Ten Percent Obligors deemed to be issuers of
all or a portion of that Asset Backed Security for purposes of
paragraph (c)(4)(ii)(D) of this section.
(vi) Evaluations with Respect to Securities Subject to Demand
Features or Guarantees. For a period of not less than three years from
the date when the evaluation was most recently made, a written record
shall be preserved and maintained, in an easily accessible place, of
the evaluation required by paragraph (c)(10)(ii) (regarding securities
subject to one or more Demand Features or Guarantees) of this section.
(vii) Reports with Respect to Stress Testing. For a period of not
less than six years (the first two years in an easily accessible
place), a written copy of the report required under paragraph
(c)(10)(v)(B) of this section shall be maintained and preserved.
(viii) Inspection of Records. The documents preserved pursuant to
this paragraph (c)(11) shall be subject to inspection by the Commission
in accordance with section 31(b) of the Act (15 U.S.C. 80a-30(b)) as if
such documents were records required to be maintained pursuant to rules
adopted under section 31(a) of the Act (15 U.S.C. 80a-30(a)). If any
action was taken under paragraphs (c)(7)(ii) (with respect to defaulted
securities and events of insolvency) or (c)(8)(ii) (with respect to a
deviation from the fund's share price of more than \1/2\ of 1 percent)
of this section, the money market fund will file an exhibit to the Form
N-SAR (17 CFR 274.101) filed for the period in which the action was
taken describing with specificity the nature and circumstances of such
action. The money market fund will report in an exhibit to such Form
any securities it holds on the final day of the reporting period that
are not Eligible Securities.
(12) Web Site Disclosure of Portfolio Holdings. The money market
fund shall post on its Web site, for a period of not less than six
months, beginning no later than the fifth Business Day of the month, a
schedule of its investments, as of the last Business Day of the prior
month, that includes the following information:
(i) With respect to the money market fund and each class thereof:
(A) The dollar-weighted average portfolio maturity; and
(B) The dollar-weighted average portfolio maturity determined
without reference to the exceptions in paragraph (d) of this section
regarding interest rate readjustments;
(ii) With respect to each security held by the money market fund:
(A) Name of the issuer;
(B) Category of investment (indicate the category that most closely
identifies the instrument from among the following: Treasury Debt;
Government Agency Debt; Variable Rate Demand Note; Other Municipal
Debt; Financial Company Commercial Paper; Asset Backed Commercial
Paper; Other Commercial Paper; Certificate of Deposit; Structured
Investment Vehicle Note; Other Note; Treasury Repurchase Agreement;
Government Agency Repurchase Agreement; Other Repurchase Agreement;
Insurance Company Funding Agreement; Investment Company; Other
Instrument);
(C) CUSIP number (if any);
(D) Principal amount;
(E) Maturity date as determined under this section;
(F) Final legal maturity date (taking into account any maturity
date extensions that may be effected at the option of the issuer), if
different from the maturity date as determined under this section;
(G) Coupon or yield; and
(H) Amortized cost value; and
(iii) A link to a Web site of the Securities and Exchange
Commission where a user may obtain the most recent 12 months of
publicly available information filed by the money market fund pursuant
to Sec. 270.30b1-7.
(13) Processing of Transactions. The money market fund (or its
transfer agent) shall have the capacity to redeem and sell securities
issued by the fund at a price based on the current net asset value per
share pursuant to Sec. 270.22c-1. Such capacity shall include the
ability to redeem and sell securities at prices that do not correspond
to a stable net asset value or price per share.
(d) Maturity of Portfolio Securities. For purposes of this section,
the maturity of a portfolio security shall be deemed to be the period
remaining (calculated from the trade date or such other date on which
the fund's interest in the security is subject to market action) until
the date on which, in accordance with the terms of the security, the
principal amount must unconditionally be paid, or in the case of a
security called for redemption, the date on which the redemption
payment must be made, except as provided in paragraphs (d)(1) through
(d)(8) of this section:
(1) Adjustable Rate Government Securities. A Government Security
that is a Variable Rate Security where the variable rate of interest is
readjusted no less frequently than every 397 calendar days shall be
deemed to have a maturity equal to the period remaining until the next
readjustment of the interest rate. A Government Security that is a
Floating Rate Security shall be deemed to have a remaining maturity of
one day.
(2) Short-Term Variable Rate Securities. A Variable Rate Security,
the principal amount of which, in accordance with the terms of the
security, must unconditionally be paid in 397 calendar days or less
shall be deemed to have a maturity equal to the earlier of the period
remaining until the next readjustment of the interest rate or the
period remaining until the principal amount can be recovered through
demand.
(3) Long-Term Variable Rate Securities. A Variable Rate Security,
the principal amount of which is scheduled to be paid in more than 397
calendar days, that is subject to a Demand Feature, shall be deemed to
have a maturity equal to the longer of the period remaining until the
next readjustment of the interest rate or the period remaining until
the principal amount can be recovered through demand.
(4) Short-Term Floating Rate Securities. A Floating Rate Security,
the

[[Page 10117]]

principal amount of which, in accordance with the terms of the
security, must unconditionally be paid in 397 calendar days or less
shall be deemed to have a maturity of one day.
(5) Long-Term Floating Rate Securities. A Floating Rate Security,
the principal amount of which is scheduled to be paid in more than 397
calendar days, that is subject to a Demand Feature, shall be deemed to
have a maturity equal to the period remaining until the principal
amount can be recovered through demand.
(6) Repurchase Agreements. A repurchase agreement shall be deemed
to have a maturity equal to the period remaining until the date on
which the repurchase of the underlying securities is scheduled to
occur, or, where the agreement is subject to demand, the notice period
applicable to a demand for the repurchase of the securities.
(7) Portfolio Lending Agreements. A portfolio lending agreement
shall be treated as having a maturity equal to the period remaining
until the date on which the loaned securities are scheduled to be
returned, or where the agreement is subject to demand, the notice
period applicable to a demand for the return of the loaned securities.
(8) Money Market Fund Securities. An investment in a money market
fund shall be treated as having a maturity equal to the period of time
within which the Acquired money market fund is required to make payment
upon redemption, unless the Acquired money market fund has agreed in
writing to provide redemption proceeds to the investing money market
fund within a shorter time period, in which case the maturity of such
investment shall be deemed to be the shorter period.
(e) Delegation. The money market fund's board of directors may
delegate to the fund's investment adviser or officers the
responsibility to make any determination required to be made by the
board of directors under this section (other than the determinations
required by paragraphs (a)(11)(i) (designation of NRSROs); (c)(1)
(board findings); (c)(7)(ii) (defaults and other events); (c)(8)(i)
(general required procedures: Amortized Cost Method); (c)(8)(ii)(A)
(shadow pricing), (B) (prompt consideration of deviation), (C)
(material dilution or unfair results); (c)(9) (required procedures:
Penny Rounding Method); and (c)(10)(v)(A) (stress testing procedures)
of this section; provided that:
(1) Written Guidelines. The Board shall establish and periodically
review written guidelines (including guidelines for determining whether
securities present minimal credit risks as required in paragraph (c)(3)
of this section) and procedures under which the delegate makes such
determinations.
(2) Oversight. The Board shall take any measures reasonably
necessary (through periodic reviews of fund investments and the
delegate's procedures in connection with investment decisions and
prompt review of the adviser's actions in the event of the default of a
security or Event of Insolvency with respect to the issuer of the
security or any Guarantee to which it is subject that requires
notification of the Commission under paragraph (c)(7)(iii) of this
section) to assure that the guidelines and procedures are being
followed.
0
3. Section 270.17a-9 is revised to read as follows:

Sec. 270.17a-9 Purchase of certain securities from a money market
fund by an affiliate, or an affiliate of an affiliate.

The purchase of a security from the portfolio of an open-end
investment company holding itself out as a money market fund by any
affiliated person or promoter of or principal underwriter for the money
market fund or any affiliated person of such person shall be exempt
from section 17(a) of the Act (15 U.S.C. 80a-17(a)); provided that:
(a) In the case of a portfolio security that has ceased to be an
Eligible Security (as defined in Sec. 270.2a-7(a)(12)), or has
defaulted (other than an immaterial default unrelated to the financial
condition of the issuer):
(1) The purchase price is paid in cash; and
(2) The purchase price is equal to the greater of the amortized
cost of the security or its market price (in each case, including
accrued interest).
(b) In the case of any other portfolio security:
(1) The purchase price meets the requirements of paragraph (a)(1)
and (2) of this section; and
(2) In the event that the purchaser thereafter sells the security
for a higher price than the purchase price paid to the money market
fund, the purchaser shall promptly pay to the fund the amount by which
the subsequent sale price exceeds the purchase price paid to the fund.
0
4. Section 270.22e-3 is added to read as follows:

Sec. 270.22e-3 Exemption for liquidation of money market funds.

(a) Exemption. A registered open-end management investment company
or series thereof (``fund'') that is regulated as a money market fund
under Sec. 270.2a-7 is exempt from the requirements of section 22(e)
of the Act (15 U.S.C. 80a-22(e)) if:
(1) The fund's board of directors, including a majority of
directors who are not interested persons of the fund, determines
pursuant to Sec. 270.2a-7(c)(8)(ii)(C) that the extent of the
deviation between the fund's amortized cost price per share and its
current net asset value per share calculated using available market
quotations (or an appropriate substitute that reflects current market
conditions) may result in material dilution or other unfair results to
investors or existing shareholders;
(2) The fund's board of directors, including a majority of
directors who are not interested persons of the fund, irrevocably has
approved the liquidation of the fund; and
(3) The fund, prior to suspending redemptions, notifies the
Commission of its decision to liquidate and suspend redemptions by
electronic mail directed to the attention of the Director of the
Division of Investment Management or the Director's designee.
(b) Conduits. Any registered investment company, or series thereof,
that owns, pursuant to section 12(d)(1)(E) of the Act (15 U.S.C. 80a-
12(d)(1)(E)), shares of a money market fund that has suspended
redemptions of shares pursuant to paragraph (a) of this section also is
exempt from the requirements of section 22(e) of the Act (15 U.S.C.
80a-22(e)). A registered investment company relying on the exemption
provided in this paragraph must promptly notify the Commission that it
has suspended redemptions in reliance on this section. Notification
under this paragraph shall be made by electronic mail directed to the
attention of the Director of the Division of Investment Management or
the Director's designee.
(c) Commission Orders. For the protection of shareholders, the
Commission may issue an order to rescind or modify the exemption
provided by this section, after appropriate notice and opportunity for
hearing in accordance with section 40 of the Act (15 U.S.C. 80a-39).
0
5. Section 270.30b1-6T is amended by revising paragraph (d) to read as
follows:

Sec. 270.30b1-6T Weekly portfolio report for certain money market
funds.

* * * * *
(d) Expiration. This section will expire on December 1, 2010.
0
6. Section 270.30b1-7 is added to read as follows:

Sec. 270.30b1-7 Monthly report for money market funds.

(a) Report. Every registered open-end management investment
company, or

[[Page 10118]]

series thereof, that is regulated as a money market fund under Sec.
270.2a-7 must file with the Commission a monthly report of portfolio
holdings on Form N-MFP (Sec. 274.201 of this chapter), current as of
the last business day of the previous month, no later than the fifth
business day of each month.
(b) Public availability. The Commission will make the information
filed on Form N-MFP available to the public 60 days after the end of
the month to which the information pertains.

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
7. The authority citation for Part 274 continues to read, in part, as
follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, unless otherwise
noted.
* * * * *
0
8. Section 274.201 and Form N-MFP (referenced in Sec. 274.201) are
added to read as follows:

Sec. 274.201 Form N-MFP, portfolio holdings of money market funds.

This form shall be used by registered open-end management
investment companies that are regulated as money market funds under
Sec. 270.2a-7 of this chapter to file reports pursuant to Sec.
270.30b1-7 of this chapter no later than the fifth business day of each
month.

Note: The text of Form N-MFP will not appear in the Code of
Federal Regulations.

FORM N-MFP

MONTHLY SCHEDULE OF PORTFOLIO HOLDINGS OF MONEY MARKET FUNDS

Form N-MFP is to be used by registered open-end management
investment companies, or series thereof, that are regulated as money
market funds pursuant to rule 2a-7 under the Investment Company Act of
1940 (``Act'') (17 CFR 270.2a-7) (``money market funds''), to file
reports with the Commission pursuant to rule 30b1-7 under the Act (17
CFR 270.30b1-7). The Commission may use the information provided on
Form N-MFP in its regulatory, disclosure review, inspection, and
policymaking roles.

GENERAL INSTRUCTIONS

A. Rule as to Use of Form N-MFP
Form N-MFP is the public reporting form that is to be used for
monthly reports of money market funds required by section 30(b) of the
Act and rule 30b1-7 under the Act (17 CFR 270.30b1-7). A money market
fund must report information about the fund and its portfolio holdings
as of the last business day of the preceding month. The Form N-MFP must
be filed with the Commission no later than the fifth business day of
each month, but may be filed any time beginning on the first business
day of the month. Each money market fund, or series of a money market
fund, is required to file a separate form. If the money market fund
does not have any classes, the fund must provide the information
required by Part I.B for the series.
A money market fund may file an amendment to a previously filed
Form N-MFP at any time, including an amendment to correct a mistake or
error in a previously filed form. A fund that files an amendment to a
previously filed form must provide information in response to all items
of Form N-MFP, regardless of why the amendment is filed.
B. Application of General Rules and Regulations
The General Rules and Regulations under the Act contain certain
general requirements that are applicable to reporting on any form under
the Act. These general requirements should be carefully read and
observed in the preparation and filing of reports on this form, except
that any provision in the form or in these instructions shall be
controlling.
C. Filing of Form N-MFP
A money market fund must file Form N-MFP in accordance with rule
232.13 of Regulation S-T. Form N-MFP must be filed electronically using
the Commission's EDGAR system.
D. Paperwork Reduction Act Information
A registrant is not required to respond to the collection of
information contained in Form N-MFP unless the Form displays a
currently valid Office of Management and Budget (``OMB'') control
number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing
the burden to the Secretary, Securities and Exchange Commission, 100 F
Street, NE, Washington, DC 20549-1090. The OMB has reviewed this
collection of information under the clearance requirements of 44 U.S.C.
3507.
E. Definitions
References to sections and rules in this Form N-MFP are to the
Investment Company Act of 1940 [15 U.S.C. 80a] (the ``Investment
Company Act''), unless otherwise indicated. Terms used in this Form N-
MFP have the same meaning as in the Investment Company Act or related
rules, unless otherwise indicated.
As used in this Form N-MFP, the terms set out below have the
following meanings:
``Class'' means a class of shares issued by a Multiple Class Fund
that represents interests in the same portfolio of securities under
rule 18f-3 [17 CFR 270.18f-3] or under an order exempting the Multiple
Class Fund from sections 18(f), 18(g), and 18(i) [15 U.S.C. 80a-18(f),
18(g), and 18(i)].
``Fund'' means the Registrant or a separate Series of the
Registrant. When an item of Form N-MFP specifically applies to a
Registrant or a Series, those terms will be used.
``Master-Feeder Fund'' means a two-tiered arrangement in which one
or more Funds (each a ``Feeder Fund'') holds shares of a single Fund
(the ``Master Fund'') in accordance with section 12(d)(1)(E) [15 U.S.C.
80a-12(d)(1)(E)].
``Money Market Fund'' means a Fund that holds itself out as a money
market fund and meets the maturity, quality, and diversification
requirements of rule 2a-7 [17 CFR 270.2a-7].
``Securities Act'' means the Securities Act of 1933 [15 U.S.C. 77a-
aa].
``Series'' means shares offered by a Registrant that represent
undivided interests in a portfolio of investments and that are
preferred over all other series of shares for assets specifically
allocated to that series in accordance with rule 18f-2(a) [17 CFR
270.18f-2(a)].
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
FORM N-MFP MONTHLY SCHEDULE OF PORTFOLIO HOLDINGS OF MONEY MARKET FUNDS
Report for [Month, Day, Year]
CIK Number of Registrant:
EDGAR Series Identifier:
Total number of share classes in the series:
Do you anticipate that this will be the fund's final filing on Form N-
MFP? [Y/N]
Is the fund liquidating? [Y/N]
Is the fund merging with, or being acquired by, another fund? [Y/N]

If so, identify the successor fund by CIK, Securities Act file
number, and EDGAR series identifier.

If this is not a final filing: has the fund acquired or merged with
another fund since the last filing? [Y/N]

[[Page 10119]]

If so, identify the acquired or merged fund by CIK, Securities Act
file number, and EDGAR series identifier.

Part I: Information about the Fund

A. Series-Level Information

Item 1. Securities Act File Number.
Item 2. Investment Adviser.
a. SEC file number of investment adviser.
Item 3. Sub-Adviser. If a fund has one or more sub-advisers, disclose
the name of each sub-adviser.
a. SEC file number of each sub-adviser.
Item 4. Independent Public Accountant.
a. City and state of independent public accountant.
Item 5. Administrator. If a fund has one or more administrators,
disclose the name of each administrator.
Item 6. Transfer Agent.
a. CIK Number.
b. SEC file number of transfer agent.
Item 7. Master-Feeder Funds. Is this a feeder fund? [Y/N]
a. Identify the master fund by CIK.
b. Securities Act file number of the master fund.
c. EDGAR series identifier of the master fund.
Item 8. Master-Feeder Funds. Is this a master fund? [Y/N]
a. If this is a master fund, identify all feeder funds by CIK or,
if the fund does not have a CIK, by name.
b. Securities Act file number of each feeder fund.
c. EDGAR series identifier of each feeder fund.
Item 9. Is this series primarily used to fund insurance company
separate accounts? [Y/N]
Item 10. Category. Indicate the category that most closely identifies
the money market fund from among the following: Treasury, Government/
Agency, Prime, Single State Fund, or Other Tax Exempt Fund.
Item 11. Dollar weighted average portfolio maturity.
Item 12. Dollar weighted average life maturity. Calculate the dollar
weighted average portfolio maturity without reference to the exceptions
in rule 2a-7(d) regarding interest rate readjustments.
Item 13. Total value of portfolio securities at amortized cost, to the
nearest cent.
Item 14. Total value of other assets, to the nearest cent.
Item 15. Total value of liabilities, to the nearest cent.
Item 16. Net assets of the series, to the nearest cent.
Item 17. 7-day gross yield. Based on the 7 days ended on the last day
of the prior month, calculate the fund's yield by determining the net
change, exclusive of capital changes and income other than investment
income, in the value of a hypothetical pre-existing account having a
balance of one share at the beginning of the period and dividing the
difference by the value of the account at the beginning of the base
period to obtain the base period return, and then multiplying the base
period return by (365/7) with the resulting yield figure carried to at
least the nearest hundredth of one percent. The 7-day gross yield
should not reflect a deduction of shareholders fees and fund operating
expenses.
Item 18. Shadow Price of the Series.
a. The net asset value per share most recently calculated using
available market quotations (or an appropriate substitute that reflects
current market conditions), including the value of any capital support
agreement, to the nearest hundredth of a cent;
b. The date as of which the market-based net asset value disclosed
in Item 18a was calculated;
c. The net asset value per share most recently calculated using
available market quotations (or an appropriate substitute that reflects
current market conditions), excluding the value of any capital support
agreement, to the nearest hundredth of a cent; and
d. The date as of which the market-based net asset value disclosed
in Item 18c was calculated.

B. Class-Level Information. For each Class of the Series, disclose the
following:

Item 19. EDGAR Class identifier.
Item 20. Minimum initial investment.
Item 21. Net assets of the Class, to the nearest cent.
Item 22. Net asset value per share for purposes of distributions,
redemptions, and repurchase, to the nearest cent.
Item 23. Net shareholder flow activity for the month ended
(subscriptions less redemptions), to the nearest cent.
a. Gross subscriptions for the month ended (including dividend
reinvestments), to the nearest cent.
b. Gross redemptions for the month ended, to the nearest cent.
Item 24. 7-day net yield, as calculated under Item 26(a)(1) of Form N-
1A.
Item 25. Shadow Price of each Class.
a. The net asset value per share most recently calculated using
available market quotations (or an appropriate substitute that reflects
current market conditions), including the value of any capital support
agreement, to the nearest hundredth of a cent;
b. The date as of which the market-based net asset value disclosed
in Item 25a was calculated;
c. The net asset value per share most recently calculated using
available market quotations (or an appropriate substitute that reflects
current market conditions), excluding the value of any capital support
agreement, to the nearest hundredth of a cent; and
d. The date as of which the market-based net asset value disclosed
in Item 25c was calculated.

Part 2: Schedule of Portfolio Securities. For each security held by the
money market fund, disclose the following:

Item 26. The name of the issuer.
Item 27. The title of the issue (including coupon or yield).
Item 28. The CUSIP. If the security has a CUSIP, filers must provide
the security's CUSIP pursuant to this Item and may skip Items 29 and
30.
Item 29. Other unique identifier, if the security has a unique
identifier. If a CUSIP is provided pursuant to Item 28, skip this Item.
Item 30. The CIK of the issuer, if the issuer has a CIK. If a CUSIP is
provided pursuant to Item 28, skip this Item.
Item 31. The category of investment. Indicate the category that most
closely identifies the instrument from among the following: Treasury
Debt; Government Agency Debt; Variable Rate Demand Note; Other
Municipal Debt; Financial Company Commercial Paper; Asset Backed
Commercial Paper; Other Commercial Paper; Certificate of Deposit;
Structured Investment Vehicle Note; Other Note; Treasury Repurchase
Agreement; Government Agency Repurchase Agreement; Other Repurchase
Agreement; Insurance Company Funding Agreement; Investment Company;
Other Instrument. If Other Instrument, include a brief description.
Item 32. If the security is a repurchase agreement: is the fund
treating the acquisition of the repurchase agreement as the acquisition
of the underlying securities (i.e., collateral) for purposes of
portfolio diversification under rule 2a-7? [Y/N]
For repurchase agreements, describe the securities subject to the
repurchase agreement, including:

[[Page 10120]]

a. The name of the issuer;
b. Maturity date;
c. Coupon or yield;
d. The category of investments, selected from Item 31 above;
e. The principal amount, to the nearest cent;
f. Value of collateral, to the nearest cent.
If multiple securities of an issuer are subject to the repurchase
agreement, the securities may be aggregated, in which case disclose:
(a) the total principal amount and value and (b) the range of maturity
dates and interest rates.
Item 33. Rating. Indicate whether the security is a rated First Tier
Security, rated Second Tier Security, an Unrated Security, or no longer
an Eligible Security.
Item 34. Name of each Designated NRSRO.
a. For each Designated NRSRO, disclose the credit rating given by
the Designated NRSRO. If the instrument and its issuer are not rated by
the Designated NRSRO, indicate ``NR.''
Item 35. The maturity date as determined under rule 2a-7. Determine the
maturity date, taking into account the maturity shortening provisions
of rule 2a-7(d).
Item 36. The final legal maturity date, taking into account any
maturity date extensions that may be effected at the option of the
issuer.
Item 37. Does the security have a Demand Feature? [Y/N]
a. The identity of the Demand Feature issuer.
b. Designated NRSRO(s) for the Demand Feature or provider of the
Demand Feature.
c. For each Designated NRSRO, disclose the credit rating given by
the Designated NRSRO. If there is no rating given by the Designated
NRSRO, indicate ``NR.''
Item 38. Does the security have a Guarantee? [Y/N]
a. The identity of the Guarantor.
b. Designated NRSRO(s) for the Guarantee or Guarantor.
c. For each Designated NRSRO, disclose the credit rating given by
the Designated NRSRO. If there is no rating given by the Designated
NRSRO, indicate ``NR.''
Item 39. Does the security have any enhancements, other than those
identified in Items 37 and 38 above, on which the fund is relying to
determine the quality, maturity or liquidity of the security? [Y/N]
a. The type of enhancement.
b. The identity of the enhancement provider.
c. Designated NRSRO(s) for the enhancement or enhancement provider.
d. For each Designated NRSRO, disclose the credit rating given by
the Designated NRSRO. If there is no rating given by the Designated
NRSRO, indicate ``NR.''
Item 40. The total principal amount of the security held by the series,
to the nearest cent.
Item 41. The total current amortized cost, to the nearest cent.
Item 42. The percentage of the money market fund's net assets invested
in the security, to the nearest hundredth of a percent.
Item 43. Explanatory notes. Disclose any other information that may be
material to other disclosures related to the portfolio security.
Item 44. Is this an Illiquid Security as of the date of this report?
[Y/N]
Item 45. The value of the security, calculated using available market
quotations (or an appropriate substitute that reflects current market
conditions), including the value of any capital support agreement, to
the nearest cent.
Item 46. The value of the security, calculated using available market
quotations (or an appropriate substitute that reflects current market
conditions), excluding the value of any capital support agreement, to
the nearest cent.

Dated: February 23, 2010.

By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-4059 Filed 3-3-10; 8:45 am]
BILLING CODE 8011-01-P