Investment Company Act of 1940

News & Analysis as of

SEC Requests Comment on FINRA Rules

The Securities and Exchange Commission is requesting comments from the public on two proposals from the Financial Industry Regulatory Authority, Inc. First, FINRA proposed to amend FINRA Rule 2210 (Communications with the...more

A Compilation of Actions - April 01, 2014

In a recent SEC no-action letter (RS Global Natural Res. Fund, SEC no-action letter, available 3/6/14), the SEC stated that it would take a non-enforcement position if a SEC registered investment adviser to a fund registered...more

U.S. Fund Litigation Update: Where We are Now and Where We Could be Headed

Five years removed from the credit crisis and “great recession” of 2008, the U.S. fund industry still faces substantial litigation risk, both in terms of ongoing cases that challenge the core of the advisory/sub-advisory...more

SEC Staff Grants No-Action Relief to Permit Fund to Implement Subadvisory Arrangement Prior to Shareholder Approval

The staff of the SEC’s Division of Investment Management granted no-action relief from Section 15(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), that will permit a registered fund (the “Fund”) to enter...more

SEC Issues No-Action Letter on the Definition of Knowledgeable Employee

On February 7, 2014 the staff of the Division of Investment Management of the Securities and Exchange Commission (the “SEC”) issued a no-action letter to the Managed Funds Association (the “No-Action Letter”), providing...more

A Compilation of Non-Enforcement Actions - 03/03/14

SEC Reminds Funds That Shareholders Should Be Allowed to Vote on Each Material Amendment to Charter Documents - The Staff of the Division of Investment Management has issued guidance to funds reminding them that when...more

Financial Services Bulletin: Action At The SEC And FRB

SEC releases Guidance Expanding Knowledgeable Employee Categories - On Thursday, February 6, 2014, the Securities and Exchange Commission (the “SEC”) released guidance regarding who qualifies as a “knowledgeable...more

SEC Staff Grants No-Action Relief to Affiliated Securities Lending Agent

The staff of the SEC’s Division of Investment Management granted no-action relief from Section 17(e)(1) of the Investment Company Act of 1940 (the “1940 Act”) to permit an affiliated securities lending agent to negotiate...more

SEC Staff Provides Additional Guidance for Private Fund Advisers on “Knowledgeable Employees”

The staff of the SEC’s Division of Investment Management (the “Staff”) provided additional guidance (the “Guidance”) on the scope of the “knowledgeable employee” category of investors who may be disregarded in determining...more

"SEC Provides Updated Guidance on ‘Knowledgeable Employee’ Status Under the Investment Company Act of 1940"

On February 6, 2014, the Division of Investment Management of the Securities and Exchange Commission (the “SEC”) issued a no-action letter to the Managed Funds Association (the “MFA No-Action Letter”) providing updated...more

SEC Proposes Rules To Amend Regulation A

On December 18, 2013, the Securities and Exchange Commission (the “SEC”) released proposed rules to amend Regulation A to provide for the offering of up to $50 million in securities. Regulation A is a quasi-public offering...more

California’s New Rule for Private Fund Advisers Will Result in Significant New Requirements and Restrictions for Many Real Estate...

On August 27, 2012, the California Department of Corporations adopted a new Rule 206.204.9, which was intended to encourage capital investment in private investment funds by providing an exemption from investment adviser...more

Legal Alert: The Volcker Rule: The Rising Appeal of Registered Investment Companies and BDCs

On December 10, 2013, the U.S. Federal Reserve, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Commodity Futures Trading Commission, and the Securities and Exchange Commission...more

SEC Adopts Amendments to Remove Certain NRSRO Credit Rating Related References in Rule 5b-3 under the Investment Company Act and...

On December 27, 2013, the SEC adopted final amendments (“Final Amendments”) to remove certain references to ratings by nationally recognized statistical rating organizations (“NRSROs”) (e.g., Standard & Poor’s, Moody’s...more

SEC Amends Rule 5b-3 and Fund Registration Forms to Eliminate References to NRSRO Ratings

The U.S. Securities and Exchange Commission (SEC) recently adopted final amendments to certain rules and forms under the Investment Company Act of 1940 (1940 Act) and the Securities Act of 1933 (1933 Act) to implement a...more

Beyond Schrödinger's Cat: Why an Operating Company Can't be an "Investment Company" at the Same Time

Erwin Schrödinger famously illustrated an aspect of quantum mechanics with a cat that is simultaneously both alive and dead. Schrödinger’s cat sometimes comes to mind when we are asked about inadvertent investment companies –...more

SEC Removes References to NRSRO Ratings

On December 27, the SEC adopted amendments to eliminate references in certain of its rules and forms to credit ratings. The changes were mandated by Dodd-Frank....more

The Financial Report - Volume 2, No. 22 • December 12, 2013 (Global)

OSC to hold derivatives reporting seminar. The Ontario Securities Commission announced that it will hold a seminar on January 15, 2014, on the reporting requirements under the new Derivatives Trade Repositories and...more

SEC Charges Adviser and Portfolio Manager with Misrepresentations to Money Market Fund Board and Rule 2a-7 Violations

The SEC issued an Order (the “Order”) instituting administrative and cease-and-desist proceedings against Ambassador Capital Management, LLC (the “Adviser”) and the portfolio manager (the “Portfolio Manager”) for a prime...more

No-Action Relief Allows Business Development Companies to Hold Shares of Investment Advisers

In two separate no-action letters, the SEC staff quietly expanded the ability of business development companies (BDCs) to invest in registered investment advisers. Section 12(d)(3) of the Investment Company Act of 1940...more

Standing out from the Crowd: A Closer Look at the SEC’s and FINRA’s Proposed Crowdfunding Rules

In this alert, we provide a detailed overview of the proposed regulatory framework that will be applicable to crowdfunding offerings conducted pursuant to Title III of the JOBS Act in reliance on Section 4(a)(6) of the...more

How Directors Can Handle Adviser’s Exit From Fund Biz

An investment adviser’s decision to exit the fund business can present multiple challenges for the fund board. These challenges can be particularly difficult when the interests of the adviser and those of the fund and its...more

Financial Services Quarterly Report - Third Quarter 2013: U.S. SEC’s Proposal to Amend Rules Governing Money Market Funds:...

The U.S. Securities and Exchange Commission (“SEC”) has proposed sweeping amendments to Rule 2a-7 under the Investment Company Act of 1940 (“1940 Act”) and other rules relating to money market funds (“money funds”).1 The...more

CFTC Adopts New CPO Rules for Registered Investment Companies and Others

Introduction - The U.S. Commodity Futures Trading Commission (“CFTC”) recently released its long-awaited “Final Rule” to harmonize CFTC disclosure, reporting, and recordkeeping requirements with parallel U.S....more

ETF Mergers Possible Under Rule 17a-8

Can two affiliated ETFs merge in reliance on Rule 17a-8 under the Investment Company Act despite representations they made to obtain exemptive relief from the Commission? That’s the question addressed in a recent Guidance...more

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