Revised Procedures for book-entry deposit of Rule 144A securities of certain issuers relying on Section 3 of the Investment Company Act

This is Part 2 of a two-part article. Part 1 appeared in the March 2003 issue of The Investment Lawyer, and was written by a group of law firms. Part 1 discussed certain requirements facing issuers who rely on Section 3(c)(7) of the Investment Company Act of 1940, as amended, and our belief that certain structured finance issuers and foreign holding companies may satisfy those requirements notwithstanding the fact that they deposit their securities in book-entry facilities. Part 2 discusses the specific Procedures that we recommend for these issuers, so they can establish the requisite "reasonable belief" that their holders are QPs, as required by Section 3(c)(7). Capitalized terms not defined here are used as defined in Part 1.