On March 14, 2025, the SEC announced a six-month extension of the compliance dates for its previously adopted amendments to Rule 35d-1 under the Investment Company Act of 1940 (known as the Names Rule). The compliance date is...more
On August 28, 2024, the SEC adopted amendments to reporting requirements on Form N-PORT and Form N-CEN and issued guidance on open-end fund liquidity risk management programs. Notably, the SEC declined to adopt the proposed...more
On April 29, 2024, the SEC announced the settlement of administrative proceedings brought against a registered investment adviser for alleged violations of Section 17(d) of the Investment Company Act of 1940, Rule 17d-1...more
On September 20, 2023, the SEC adopted amendments to the investment company names rule, Rule 35d-1 under the Investment Company Act of 1940. According to SEC estimates, the amendments will bring approximately 2,200 funds that...more
New Rules, Proposed Rules, Guidance and Alerts -
NEW RULES -
SEC Amends Financial Reporting Rules for Investment Company Business Combination Transactions -
On May 20, 2020, the SEC adopted amendments to the...more
7/6/2020
/ Best Interest Standard ,
Closed-End Funds ,
Federal Reserve ,
Financial Reporting ,
Form CRS ,
Investment Companies ,
Investment Company Act of 1940 ,
No-Action Letters ,
Publicly-Traded Companies ,
Regulatory Standards ,
Securities and Exchange Commission (SEC) ,
Term Asset-Backed Securities Loan Facility (TALF) ,
Voting Requirements
On May 27, 2020, the staff of the SEC’s Division of Investment Management withdrew previously issued guidance addressing the intersection between state control share acquisition statutes (control share statutes) and the...more
On May 20, 2020, the SEC adopted amendments to the financial statement disclosure requirements under Regulation S-X related to acquisitions and dispositions involving investment companies.
First, the amendments streamline...more
As previously reported, in March 2020, the SEC issued exemptive orders providing relief from certain provisions of the Investment Company Act of 1940 to registered funds in light of the outbreak of coronavirus disease 2019...more
On May 27, 2020, the SEC staff issued a no-action letter to the Investment Company Institute (ICI) and the Securities Industry and Financial Markets Association (SIFMA) permitting registered funds to participate in the Term...more
Under the Investment Company Act of 1940, securities held by a fund for which market quotations are readily available are to be priced at current market value, and securities for which market quotations are not readily...more
This Alert focuses on special considerations for closed-end funds registered under the Investment Company Act of 1940, as amended (the ‘1940 Act’), arising from COVID-19 (coronavirus) and related regulatory relief of interest...more
On January 21, 2020, the SEC issued a notice of its intention to grant exemptive relief to a registered fund and its investment adviser that would permit the fund’s board to approve new sub-advisory agreements and material...more
On November 27, 2019, the Chief Accountant of the SEC’s Division of Investment Management issued a “Dear CFO” letter—the first in nearly 20 years—to update certain accounting guidance appearing in prior Dear CFO letters that...more
On September 27, 2019, following a two-week bench trial, the U.S. District Court for the Southern District of New York dismissed an action brought by mutual fund shareholders under Section 36(b) of the Investment Company Act...more
On August 5, 2019, the U.S. Court of Appeals for the Second Circuit created a split with other courts regarding whether there is a private right of action for rescission under Section 47(b) of the Investment Company Act of...more
9/4/2019
/ Appeals ,
Exemptions ,
Investment Companies ,
Investment Company Act of 1940 ,
Investors ,
Private Right of Action ,
Qualified Purchaser ,
Registration Requirement ,
Rescission ,
Securities Violations ,
Special Purpose Vehicles
On August 5, 2019, the U.S. District Court for the Central District of California found for the defendant, Metropolitan West Asset Management, LLC (MetWest), following a bench trial in an excessive fee case brought under...more
9/4/2019
/ Asset Management ,
Bench Trial ,
Dismissal With Prejudice ,
Excessive Fees ,
Gartenberg Factors ,
Investment Adviser ,
Investment Company Act of 1940 ,
Investment Management ,
Judgment on the Merits ,
Motion for Summary Judgment ,
Section 36(b) ,
Sub-advisers
Litigation and Enforcement Actions and Initiatives –
SECTION 36(b) LITIGATION –
Court Finds for Defendant Investment Adviser in Section 36(b) -
Excessive-Fee Case –
On August 5, 2019, the U.S. District Court for the...more
9/3/2019
/ Excessive Fees ,
Financial Adviser ,
Financial Industry Regulatory Authority (FINRA) ,
Gartenberg Factors ,
Investment Adviser ,
Investment Company Act of 1940 ,
Mutual Funds ,
No-Action Letters ,
OCIE ,
Private Right of Action ,
Section 36(b) ,
Securities and Exchange Commission (SEC)
On May 3, 2019, the SEC issued a proposal to amend certain rules and forms relating to required financial disclosures in business combination transactions involving investment companies.
First, the proposal would...more
7/5/2019
/ Acquisitions ,
Comment Period ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
Investment Companies ,
Investment Company Act of 1940 ,
Investment Funds ,
Proposed Amendments ,
Public Comment ,
Regulation S-X ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
On March 20, 2019, the U.S. Securities and Exchange Commission (“SEC”) proposed a series of reforms to the registration and offering processes for registered closed-end investment companies (“Registered CEFs”). The proposal...more
5/7/2019
/ Closed-End Funds ,
Investment Company Act of 1940 ,
Offering Communications ,
Proposed Amendments ,
Proposed Rules ,
Prospectus ,
Registration Statement ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
New Rules, Proposed Rules, Guidance and Alerts -
NEW RULES -
SEC Adopts Interim Final Rule Amending Timing Requirements for Filing Reports on Form N-PORT -
On February 27, 2019, the SEC adopted an interim final rule...more
4/3/2019
/ Custody Rule ,
Enforcement Actions ,
Excessive Fees ,
Financial Industry Regulatory Authority (FINRA) ,
Form N-PORT ,
Gun-Jumping ,
Interim Final Rules (IFR) ,
Investment Company Act of 1940 ,
Mutual Funds ,
No-Action Letters ,
OCIE ,
Proposed Rules ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
New Rules, Proposed Rules, Guidance and Alerts –
PROPOSED RULES –
SEC Proposes New Fund-of-Funds Rule –
On December 19, 2018, the SEC proposed new Rule 12d1-4 under the Investment Company Act of 1940, which, if...more
1/30/2019
/ Enforcement Actions ,
EU ,
Examination Priorities ,
Form N-CEN ,
Fund of Funds ,
Investment Adviser ,
Investment Company Act of 1940 ,
Investment Funds ,
Investment Management ,
MiFID II ,
No-Action Letters ,
OCIE ,
Registered Investment Companies (RICs) ,
Robo-Advisors ,
Section 12(d)(1) ,
Securities and Exchange Commission (SEC)
New Rules, Proposed Rules, Guidance and Alerts -
SEC STAFF GUIDANCE AND ALERTS –
SEC Staff No-Action Letter Allows Fund Boards to Rely on CCO Representations for Affiliated Transactions –
In a no-action letter to the...more
12/3/2018
/ Board of Directors ,
Capital Markets ,
CCO ,
Cybersecurity ,
Enforcement Actions ,
Investment Company Act of 1940 ,
Investment Funds ,
Investor Protection ,
No-Action Letters ,
Securities and Exchange Commission (SEC) ,
SLUSA ,
The Clayton Act
New Rules, Proposed Rules, Guidance and Alerts –
SEC STAFF GUIDANCE AND ALERTS –
OCIE Publishes Risk Alert on Compliance Issues Relating to Best Execution –
On July 11, 2018, the Office of Compliance Inspections and...more
8/21/2018
/ Best Execution ,
Broker-Dealer ,
Cryptocurrency ,
Digital Assets ,
Disclosure Requirements ,
Dismissals ,
Duty of Care ,
Enforcement Actions ,
Excessive Fees ,
Exemptions ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Investors ,
JOBS Act ,
New Guidance ,
New Rules ,
OCIE ,
Pending Legislation ,
Policies and Procedures ,
Private Right of Action ,
Proposed Rules ,
Risk Alert ,
Section 36(b) ,
Securities and Exchange Commission (SEC) ,
Virtual Currency
New Rules, Proposed Rules, Guidance and Alerts -
PROPOSED RULES -
SEC Proposes New Rule to Permit Certain ETFs to Operate Without an Exemptive Order -
On June 28, 2018, the SEC issued a proposed new rule under the...more
8/6/2018
/ Administrative Proceedings ,
Amended Rules ,
Asset Management ,
Comment Period ,
Conflicts of Interest ,
Disclosure Requirements ,
Enforcement Actions ,
ETFs ,
Excessive Fees ,
Exemptive Orders ,
Gartenberg Factors ,
Internet ,
Investment Adviser ,
Investment Company Act of 1940 ,
Investment Management ,
Investors ,
Liquidation ,
New Rules ,
Open-Ended Fund Companies (OFCs) ,
Processing Fees ,
Proposed Rules ,
Public Comment ,
Registered Investment Companies (RICs) ,
Rule 22e-4 ,
Section 36(b) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Summary Judgment ,
XBRL Filing Requirements
New Rules, Proposed Rules, Guidance and Alerts -
PROPOSED RULES -
SEC Proposes Changes to Fund Liquidity Disclosure Requirements -
On March 14, 2018, the SEC issued proposed amendments to the disclosure requirements...more
4/13/2018
/ Board of Directors ,
CFTC ,
Civil Monetary Penalty ,
Disclosure Requirements ,
Dodd-Frank ,
Enforcement Actions ,
ETFs ,
Excessive Fees ,
Form N-CEN ,
Form N-PORT ,
Investment ,
Investment Company Act of 1940 ,
Liquidity ,
Liquidity Risk Management Rule ,
Proposed Rules ,
Risk Management ,
Rule 22e-4 ,
Securities and Exchange Commission (SEC)