Self-Regulatory Organizations; Order Approving Proposed Rule Change and Notice of Filing and Order Granting Accelerated Approval to Amendment to Proposed Rule Change by National Association of Securities Dealers, Inc. Relating to Guidelines Regarding the Use of Rankings in Mutual Fund Advertisements and Sales Literature

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-34354; File No. SR-NASD-93-69]

Self-Regulatory Organizations; Order Approving Proposed Rule

Change and Notice of Filing and Order Granting Accelerated Approval to

Amendment to Proposed Rule Change by National Association of Securities

Dealers, Inc. Relating to Guidelines Regarding the Use of Rankings in

Mutual Fund Advertisements and Sales Literature

July 12, 1994.

I. Introduction

On November 22, 1993, the National Association of Securities

Dealers, Inc. (``NASD'' or ``Association'') submitted a proposed rule

change to the Securities and Exchange Commission (``SEC'' or

``Commission'') pursuant to section 19(b)(1) of the Securities Exchange

Act of 1934 (``Act'')\1\ and Rule 19b-4 thereunder.\2\ The proposal

would adopt Guidelines Regarding the Use of Rankings in Investment

Company Advertisements and Sales Literature (``Guidelines'') following

Article III, Section 35 of the NASD's Rules of Fair Practice.\3\

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\1\15 U.S.C. 78s(b)(1)(1988).

\2\17 CFR 240.19b-4 (1993).

\3\NASD Manual, Rules of Fair Practice, Art. III, Sec.

35(d)(2)(M), (CCH)  2195.

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Notice of the proposed rule change, as originally filed, together

with its terms of substance was provided by the issuance of a

Commission release (Securities Exchange Act Release No. 33606, February

9, 1994) and by publication in the Federal Register (59 FR 7276,

February 15, 1994). Six comments were received in response to the

Commission release.

On June 7, 1994, the NASD submitted Amendment No. 1 to the proposed

rule change. Amendment No. 1 responds to the comment letters received

by the Commission, amends the language of the filng to clarify the

intent of the NASD, and prohibits members from using rankings other

than those developed and produced by an entity meeting the Guidelines'

definition of ``Ranking Entity.''

Amendment No. 2, filed on June 13, 1994, further clarifies the rule

change by making certain technical changes to the text of the rule

change, and clarifies that rankings based on yield may use only the SEC

standardized yield.

By this release, the Commission: (i) solicits comments on Amendment

Nos. 1 and 2; and (ii) approves the proposed rule change, as amended,

on an accelerated basis.

Below is the text of the rule change, as amended by Amendment Nos.

1 and 2. Language added to the original proposal is italicized;

proposed deletions to the language originally filed as SR-NASD-93-69

are in brackets.

Guidelines for the Use of Rankings In Investment Companies [Mutual

Fund] Advertisements and Sales Literature

I. Definition of ``Ranking Entity''

For purposes of these guidelines, the term ``Ranking Entity''

refers to any entity that provides general information about investment

companies [mutual funds] to the public, that is independent of the

investment company [mutual Funds] and its affiliates, and whose

services are not procured by the investment company [mutual fund] or

any of its affiliates to assign the investment company [fund] a

ranking.

II. General Prohibition

Members shall not use in investment company advertisements, sales

literature or general promotional material any investment company

rankings other than those developed and produced by entities that meet

the definition of ``Ranking Entity,'' and which conform to the

requirements of the Guidelines herein.

[II.] III. Required Disclosures

A. Headlines/Prominent Statements

1. A headlines or other prominent statement must not state or imply

than an investment company [mutual fund] is the best performer in a

category unless it is actually ranked first in the category.

2. Prominent disclosure of the investment comany's [mutual fund's]

ranking, the total number of investment companies [mutual funds] in the

category, the name of the category, and the period on which the ranking

is based (i.e., the length of the period and the ending date; or, the

first day of the period and the ending date), must appear in close

proximity to any headline or other prominent statement that refers to a

ranking.

B. All advertisements and sales literature containing an investment

company [mutual fund] ranking must disclose, with respect to the

ranking:

1. the name of the category (e.g., growth [funds]);

2. the number of investment companies [funds] in the category;

3. the names of the Ranking Entity;

4. the length of the period and the ending date, or, the first day

of the period and the ending date;

5. criteria on which the ranking is based;

6. for investment companies [load funds] which assess front-end

sales loads, whether the ranking takes into account sales charges;

7. if the ranking is based on total return or the current SEC

standardized yield, fees have been waived or expenses advanced during

the period on which the ranking is based, and the waiver or advancement

had a material effect on the total return or yield for that period

[ranking], a statement to that effect; and

8. the publisher of the ranking data (e.g., ``ABC Magazine, June

1993''). The disclosure required by B1, B2, [and] B3, and B4 must be

set forth prominently in the body of the advertisement or sales

literature.

C. If the investment company [mutual fund] ranking consists of a

symbol (e.g., a star system) rather than a number, the advertisement or

sales literature also must disclose the meaning of the symbol (e.g., a

four-star ranking indicates that the fund is in the top 30% of all

investment companies [mutual funds]).

D. All advertisements and sales literature containing an investment

company [mutual fund] ranking must disclose that past performance is no

guarantee of future results.

[III.] IV. Time Periods

A. Any investment company [mutual fund] ranking set forth in an

advertisement or sales literature must be, at a minimum, current to the

most recent calendar quarter ended, in the case of advertising, prior

to the submission for publication, or, in the case of sales literature,

prior to use.

B. Except for money market mutual funds:

1. advertisements and sales literature must not use any ranking

based on a period of less than one year;

2. an investment company [mutual fund] ranking based on total

return must be accompanied by rankings based on total return for the

[one, five and ten year periods (or life of the fund)] one year period

for investment companies in existence for at least one year; the one

and five year periods for investment companies in existence for at

least five years, and the one, five and ten year periods for investment

companies in existence for at least ten years supplied by the same

Ranking Entity in the category and based on the same time period; and,

3. an investment company ranking based on yield may be based only

on the current SEC standardized yield. An [A] investment company

[mutual fund] ranking based on the current SEC standardized yield must

be accompanied by rankings based on total return for the [one, five and

ten year periods (or life of the fund)] one year period for investment

companies in existence for at least one year; the one and five year

periods for investment companies in existence for at least five years,

and the one, five and ten year periods for investment companies in

existence for at least ten years supplied by the same Ranking Entity in

the category and based on the same time period.

[IV.] V. Categories

A. The choice of category (including a subcategory of a broader

category) on which the investment company [mutual fund] ranking is

based must be one that provides a sound basis for evaluating the

performance of the investment company [fund].

B. Subject to the standards below, an investment company [mutual

fund] ranking must be based only on (1) a published category or

subcategory created by a Ranking Entity or (2) a category or

subcategory created by an investment company [fund] or an investment

company [fund] affiliate, but based on the performance measurements of

a Ranking Entity.

C. When the investment company [mutual fund] ranking is based on a

subcategory, the advertisement or sales literature must disclose the

name of the full category and the investment company's [fund's] ranking

and the number of investment companies [funds] in the full category.

This requirement does not apply if the subcategory is (1) based solely

on the investment objectives of the investment companies [funds]

included and (2) created by a Ranking Entity. This disclosure could be

included in a footnote.

D. The advertisement or sales literature must not use any category

or subcategory that is based upon the investment company's [mutual

funds'] asset size (whether or not it has been created by a Ranking

Entity).

E. If an advertisement uses a category created by the investment

company [mutual fund] or an investment company [fund] affiliate,

including a ``subcategory'' of a category established by a Ranking

Entity, the advertisement must prominently disclose:

1. the fact that the investment company [fund] or its affiliate has

created the ranking category;

2. the number of investment companies [funds] in the category;

3. the basis for selecting the category; and

4. the Ranking Entity that developed the research on which the

ranking is based.

F. An advertisement or sales literature containing a headline or

other prominent statement that proclaims an investment company [mutual

fund] ranking created by an investment company [fund] or its affiliate

must indicate, in close proximity to the headline or statement, that

the investment company [mutual fund] ranking is based upon a category

created by the investment company [fund] or its affiliate.

[V.] VI. Multiple Class/Two-Tier Funds

Investment company [Mutual Fund] rankings for more than one class

or investment company [fund] with the same portfolio must be

accompanied by prominent disclosure of the fact that the investment

companies [funds] or classes have a common portfolio.

II. Background

The number of investment company ranking entities has increased

substantially in recent years. There has been a corresponding increase

in references to investment company rankings in investment company

advertisements and sales literature. The use of these rankings has

proven in many instances to be a source of confusion to investors,

because an investment company's ranking may depend upon, among other

things, the other investment companies against which its performance is

compared, the time period during which the performance of the

investment company is measured and whether the performance measurement

used to rank the investment company reflects sales charges imposed. In

response to the increasing reference by investment company groups to

such investment company rankings in investment company advertisements

and sales literature, the NASD filed the proposed rule change to

provide guidance on the use of investment company rankings.

III. Comment Letters

The Commission received letters from six commenters.\4\ All

commenters except Blanchard, are explicitly in favor of the Guidelines,

with recommended changes. Blanchard does not explicitly support or

oppose the proposed rule change, and also recommends changes.

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\4\See letter from Michael E. Freedman, President & CEO, The

Blanchard Group of Funds (``Blanchard'') to Jonathan Katz,

Secretary, SEC, dated February 20, 1994, letter from Paul Schott

Stevens, General Counsel, Investment Company Institute (``ICI''),

dated March 8, 1994; letter from Richard S. Cortese, Chair, NASAA

Investment Company Sales Practices Committee (``NASAA''), dated

March 7, 1994; letter from Thomas W. Joseph, Principal, Scudder,

Stevens & Clark, Inc. (``Scudder''), dated March 8, 1994; letter

from Forrest R. Foss, Vice President and Assistant Legal Counsel, T.

Rowe Price Associates, Inc. (``Price''), dated March 14, 1994; and

letter from Diane Brock, Vice President, Charles Schwab & Co., Inc.

(``Schwab''), dated March 31, 1994.

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1. Several commenters object to Guidelines IV.B.2. and IV.B.3.,

which would require an investment company to obtain a ranking from a

ranking agency for the life of an investment company if an investment

company is less than 10 years old. These commenters state that it is

impossible to obtain a rankings from ranking agencies for the life of

an investment company.

In response to these comments, the NASD has amended Sections

IV.B.2. and IV.B.3. to require that investment company rankings based

on total return or the current SEC standardized yield must be

accompanied by rankings for one year where the investment company has

been in existence for at least one year but fewer than five, one and

five years where the investment company has been in existence for at

least five years but fewer than ten, and one, five and ten years where

the investment company has been in existence for ten years or more. The

NASD believes that a meaningful comparison of rankings in excess of one

year should include multiple time periods for comparison to avoid the

possibility of ``cherry picking'' only those time periods in which any

particular investment company was highly ranked. The requirement in the

proposed Guidelines to supply life of investment company rankings has

been eliminated.

2. Commenters also object to the requirement that all rankings

include rankings over 1, 5, and 10 year periods. The ICI notes that if

a Ranking Entity ranks funds over a 3 year period, the member could not

use that ranking.

The NASD believes that it is important to require a one-year time

period to be included to permit the evaluation of an investment

company's immediate performance against its performance over time. The

required use of one-year ranking periods reduces the potential for

rankings to be deceptive or misleading. The Guidelines do not foreclose

the use of a three-year time period, or any other time period, so long

as all time periods required to be used by the Guidelines are included.

3. The ICI also objects to Guideline III.B.7., which would require

a statement that an investment company's ranking was materially

improved by virtue of a fee waiver or expense advancement if that fee

waiver or expense advancement had an effect on the rankings. The ICI's

suggested alternative is to focus on the waiver or advancement's effect

on total return or yield rather than the investment company's ranking.

The ICI states that if the ranking is based upon total return or yield,

the investment company has benefited from a fee waiver or expense

advancement, and that waiver or advancement has had a material impact

upon total return or yield, the advertisement should state that the fee

waiver or expense advancement has had a material impact upon total

return or yield.

The NASD recognizes that an investment company would most likely

not know if fee waivers or expense advancements had a material effect

on the investment company's ranking since Ranking Entities, rather than

funds, develop the rankings. It would be very difficult to provide data

concerning such effects since the data would not have been compiled by

either the investment company or the Ranking Entity.

Therefore the NASD has amended Section III.B.7. to require that

where the ranking is based on total return or SEC standardized yield,

and where fees waived or expenses advanced during the period on which

the ranking is based had a material effect on total return or yield for

such period, a statement to that effect shall be included. Thus,

members are still capable of providing investors disclosure concerning

the potential effects of fee waivers and expense advancements on

investment company performance and rankings without having to provide

data that is not available. The requirement of whether such waived fees

or advanced expenses had a material effect on the ranking has been

eliminated.

4. Scudder suggests that load funds should be required to disclose

their actual load, rather than just disclosing that they have a load if

a ranking does not reflect that load.

The NASD believes that it is important for investors to know

whether a ranking for a particular investment company has taken into

account the investment company's sales load. However, the NASD has

determined not to require the disclosure of the actual sales load,

which is already required to be disclosed by other provisions of the

securities laws.

5. Scudder also suggests that the Guidelines should focus on total

return over 1, 5, and 10 year periods rather than on rankings.

The NASD believes that a focus on total return would not address

the types of harm against which the Guidelines are designed to protect.

The Guidelines were developed to address the dissemination to the

public of information about investment company rankings as a basis for

the purchase and sale of investment company shares.

6. Price raises a specific issue with respect to Morningstar

rankings. Morningstar produces a single blended ranking taking into

account performance over 3, 5, and 10 year periods, taking into account

risk. Price states that if this ranking is used, it should not be

required to use component rankings.

The NASD does not believe that a blended ranking is an appropriate

substitute for the component rankings of three, five and ten years.

First, the NASD's proposed Guidelines require time-frame components of

one, five and ten years. Second, a blended rating could significantly

obscure that would otherwise be meaningful information to an investor.

As noted above, the NASD believes that a meaningful comparison of

rankings in excess of one year should include multiple time periods for

comparison to avoid the possibility of investor confusion. Also, as

noted above, the NASD believes that it is important to require a one-

year time period to be included to permit the evaluation of an

investment company's immediate performance against its performance over

time. The required use of one-year ranking periods reduces the

potential for rankings to be deceptive or misleading.

7. NASAA objects to permitting funds to self-select a universe of

funds against which they rank themselves. NASAA would prefer to

prohibit self-selected rankings, or, alternatively, would require a

comparison against a relevant unmanaged index in addition to the

comparison against the self-selected universe.

Pursuant to Section 35(c) to Article III of the NASD Rules of Fair

Practice, all new advertisements and sales literature concerning

registered investment companies that include or incorporate rankings

must be filed within 10 days of first use with the NASD's Advertising

Regulation Department for review, along with a copy of the data,

ranking or comparison on which the ranking is based. If the ranking is

not generally published or is the creation of the investment company,

its underwriter or affiliate, it must be filed for review and approval

at least 10 days prior to first use.\5\ In either case, the NASD shall

have the opportunity to determine whether rankings based on a self-

selected universe of funds comport with the basic requirements of

Section 35 that communications to the public be based on fair dealing

and good faith.

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\5\See Securities Exchange Act Release No. 33780 (Mar. 17,

1994), 59 FR 14005 (Mar. 24, 1994).

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8. NASAA also suggests that the core elements of the Guidelines be

incorporated into Article III, Section 35 of the NASD Rules of Fair

Practice.

The Guidelines will be incorporated as guidelines to Article III,

Section 35 to the Rules of Fair Practice. Pursuant to Article I,

Section (o) to the NASD By-Laws, the rules of the NASD include the

Rules of Fair Practice and any interpretations promulgated thereunder.

Any guideline, policy or interpretation promulgated under a Rule of

Fair Practice is, therefore, enforceable by the NASD as if it were a

Rule of Fair Practice.

9. Schwab publishes the Schwab Mutual Funds Performance Guide

(``Schwab Guide''). The Schwab Guide provides twenty items of

information about each investment company available in Schwab's Mutual

Fund Marketplace. Schwab states that the Schwab Guide does not resemble

typical investment company advertisements or sales literature, but

would fall under the Guidelines because Schwab sells each investment

company listed in the Schwab Guide. Schwab objects to the application

of the Guidelines to the Schwab Guide and similar publications.

The NASD understands that Schwab has requested exemption from

application of the proposed Guidelines to the Schwab Guide on the basis

that such a requirement would entail significant additional information

to the Schwab Guide, making it ``too long and complicated and too

expensive to produce and distribute.'' However, the Schwab Guide is

distributed by Schwab, a member firm, to the public in connection with

the purchase or sale of funds offered through Schwab's Mutual Fund

Marketplace'' (``MFMP''), and thus qualifies under NASD definitions as

``advertisement'' or ``sales literature.'' Additionally, the

performance rankings in the Schwab Guide will be subject to the

proposed Guidelines since Schwab qualifies under the definition of

``Ranking Entity'' in the proposed Guidelines.

If Schwab, or any other member firm, uses Schwab's investment

company rankings, or any other Ranking Entity's investment company

rankings, in connection with the purchase or sale of such investment

companies, then the use of such rankings is subject to compliance not

only with the general requirements of Article III, Section 35 to the

NASD Rules of Fair Practice, but also with the specific requirements

under the proposed Guidelines, if adopted.

IV. Amendment Nos. 1 and 2

As mentioned above, the NASD filed Amendment No. 1 to the rule

filing in order to respond to the six comment letters received by the

NASD and the Commission. Amendment No. 2 was filed to further clarify

the proposed rule change and to ensure that the text of the proposed

rule change was consistent with the definition of similar terms used in

the federal securities laws.\6\ Amendment No. 2 adds a new Section II.

to the Guidelines to clarify that members only use the rankings of

those entities included in the definition of ``Ranking Entity,'' and

are precluded from using rankings of any entity that falls outside the

definition. Sections II-V. will be redesignated Sections III.-VI.

Amendment No. 2 also replaces the phrase ``Mutual Fund'' in the heading

of the Guidelines and throughout the text with the phrase ``investment

company'' to clarify that the Guidelines apply to all registered

investment companies, including both open-end and closed-end management

companies, as those terms are defined and classified in the Investment

Company Act of 1940.

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\6\The NASD proposes to:

1. Reposition Subsection I.A., which was added as a new

Subsection in SR-NASD-93-69, Amendment No. 2, to new Section II.

entitled ``General Prohibition,'' and renumber the remaining

Sections accordingly;

2. Subsection III.B.6.: replace the phrase ``sales charges'' in

the first line (which was added in Amendment No. 2) with the phrase

``front-end sales loads'' to retain consistency with the definition

of ``sales load'' in Section 2(a)(35) of the Investment Company Act

of 1940 and to clarify that the Subsection applies only to front-end

sales loads;

3. Subsection IV.A.: insert the phrase ``in the case of

advertising'' between the words ``ended'' and ``prior,'' and insert

the phrase ``or, in the case of sales literature, prior to use''

after the word ``publication,'' to make the Subsection consistent

with SEC Rule 43b-1; and

4. Subsection IV.B.3.: insert the sentence ``an investment

company ranking based on yield may be based only on the current SEC

standardized yield'' in the beginning of the Subsection to clarify

that rankings based on yield may use only the SEC standardized

yield.

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Interested persons are invited to submit written data, views, and

arguments concerning Amendment Nos. 1 and 2. Persons making written

submissions should file six copies thereof with the Secretary,

Securities and Exchange Commission, 450 Fifth Street, NW., Washington,

DC 20549. Copies of the submissions, all subsequent amendments, all

written statements with respect to the proposed rule change that are

filed with the Commission, and all written communications relating to

the proposed rule change between the Commission and any person, other

than those that may be withheld from the public in accordance with the

provisions of 5 U.S.C. 552, will be available for inspection and

copying in the Commission's Public Reference Room. Copies of the filing

will also be available for inspection and copying at the principal

office of the NASD. All submissions should refer to SR-NASD-93-69 and

should be submitted by August 8, 1994.

V. Discussion and Findings

The Commission believes that the NASD has addressed the relevant

question raised in the comment letters. The Commission believes that

the amendments to the proposed rule change adequately respond to the

concerns of commenters that certain provisions of the Guidelines as

initially proposed imposed undue burdens upon members (e.g., ``life of

fund'' rankings; judgments as to whether a fee waiver or expense

advancement materially improved the ranking of an investment company).

The Commission believes that the Guidelines, as amended, will assist

investment company investors in making informed investment decisions

based upon information set forth in a clear and uniform manner.

Certain commenters objected that the Guidelines require the use of

rankings over 1, 5 and 10 years periods. They noted that certain

Ranking Entities do not produce one-year rankings, and that members

would be precluded from using Ranking Entities using other time

periods. The NASD has stated that it recognizes that the proposed rule

change may prevent members from using certain Ranking Entities.\7\

However, the NASD stated that it believes that the protection and

benefits to the investing public of a consistent and unitary standard

for the use of mutual fund rankings outweigh the competitive

disadvantage for certain Ranking Entities that do not currently produce

rankings in conformance with the Guidelines. The NASD also noted that

it believes that the fiscal burden that Ranking Entities would need to

incur to conform their publication to the requirements of the

Guidelines would be slight. The Commission agrees with the NASD that

any competitive burdens imposed by the Guidelines are outweighed by the

investor protection benefits that the Guidelines will provide.

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\7\See letter from Suzanne E. Rothwell, Associate General

Counsel, NASD to Mark P. Barracca, Branch Chief, Over-the-Counter

Regulation, SEC, dated July 5, 1994.

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The Commission finds that the proposed rule change is consistent

with the requirements of the Act and the rules and regulations

thereunder applicable to the NASD. Specifically, the Commission

believes that rule change is consistent with the provisions of Section

15A(b)(6) of the Act.\8\ Section 15A(b)(6), among other things,

requires that the rules of the NASD be designed to perfect the

mechanism of a free and open market and a national market system, and,

in general, to protect investors and the public interest. The

Guidelines will enhance investor protection and the public interest

because they promote a clear and uniform manner in which to disseminate

to the public information about investment company rankings as a basis

for the purchase and sale of investment company shares.

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\8\15 U.S.C. 78o-3(b)(6) (1988).

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By letter dated July 6, 1994, the NASD requests that the Commission

find good cause to approve the proposed rule change as amended by

Amendment Nos. 1 and 2, prior to the 30th day following publication of

notice of the filing of such Amendments in the Federal Register.\9\ The

NASD states that the proposed rule change is necessary to address

regulatory concerns regarding the disparate information being provided

to investors in investment company advertising and sales literature.

The NASD notes that there are currently no specific guidelines

regulating the use of rankings in investment company advertising and

sales literature, and that the proposed rule change will ensure that

investors are provided clear information and fair and balanced ranking

comparisons.

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\9\Letter from Suzanne E. Rothwell, Associate General Counsel,

NASD, to Mark P. Barracca, Branch Chief, SEC, dated July 6, 1994.

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Pursuant to Section 19(b)(2) of the Act\10\, the Commission finds

good cause for approving the proposed rule change, as amended, prior to

the 30th day after publication of Amendment Nos. 1 and 2 in the Federal

Register. The proposed rule change, which was published in the Federal

Register for the full statutory period, would have: (1) Required

members to provide ``life of fund'' rankings for investment companies

less than 10 years old; (2) required members to state whether a fee

waiver or expense advancement materially improved the ranking of an

investment company; and (3) applied only to mutual funds. The proposed

amendment simply eliminates the ``life of fund'' ranking requirement,

requires members to state whether fees waived or expenses advanced

during the period on which the ranking is based had a material effect

on total return or yield for such period, and applies the guidelines to

all investment companies. The Commission also believes it is important

for ranking information to be provided to investors in a uniform manner

and in a format that permits investors to make educated comparisons of

investment company rankings. Because the Commission believes that the

Guidelines will improve the ability of investment company investors to

make sound judgments based upon clear and uniform information, the

Commission believes that the rule filing should be approved, as

amended, without delay.

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\10\15 U.S.C. 78s(b)(2) (1998).

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It is therefore ordered, pursuant to Section 19(b)(2) of the Act,

that SR-NASD-93-69 be, and hereby is, approved effective immediately.

For the Commission, by the Division of Market Regulation

pursuant to delegated authority.\11\

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\11\17 CFR 200.30-3(a)(12) (1993).

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Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 94-17352 Filed 7-15-94; 8:45 am]

BILLING CODE 8010-01-M