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OGC-97-57 1 (1997-08-20)

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GAO             United States
                General Accounting Office
                Washington, D.C. 20548

                Office of the General Counsel


                B-277680



                August 20, 1997

                The Honorable Alfonse M. D'Amato
                Chairman
                The Honorable Paul S. Sarbanes
                Ranking Minority Member
                Committee on Banking, Housing, and Urban Affairs
                United States Senate

                The Honorable Thomas J. Bliley, Jr.
                Chairman
                The Honorable John D. Dingell
                Ranking Minority Member
                Committee on Commerce
                House of Representatives

                Subject: Securities and Exchange Commission: Exemption for the Acquisition of
                          Securities During the Existence of An Underwriting or Selling Syndicate

                Pursuant to section 801(a)(2)(A) of title 5, United States Code, this is our report on
                a major rule promulgated by the Securities and Exchange Commission (SEC),
                entitled Exemption for the Acquisition of Securities During the Existence of An
                Underwriting or Selling Syndicate (RIN: 3235-AG61). We received the rule on
                August 1, 1997. It was published in the Federal Register as a final rule on August 7,
                1997. 62 Fed. Reg. 42401.

                The final rule amends rule 10f-3 and permits registered investment companies that
                have certain affiliated relationships with an underwriter to purchase a greater
                percentage of an offering of securities during the existence of an underwriting or
                selling syndicate. The amendments also permit these investment companies to
                purchase securities in certain foreign offerings and offerings of unregistered
                securities.

                Enclosed is our assessment of the SEC's compliance with the procedural steps
                required by section 801(a)(1)(B)(i) through (iv) of title 5 with respect to the rule.
                Our review indicates that the SEC complied with the applicable requirements.


GAO/OGC-97-57

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