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1940 Act Regulatory Checklists

Rule 12d1-4 under the Investment Company Act of 1940 permits funds to enter into “funds of funds” arrangements notwithstanding the prohibitions of Section 12(d)(1) of the Act of 1940, provided that certain conditions are met....more

The SEC’S New Marketing Rule: Key Takeaways for advisers

Investment advisers’ advertising and solicitation practices, and the media through which investment advisers communicate with clients and investors, have evolved considerably since the US Securities and Exchange Commission...more

SEC Modernizes Framework for Fund Valuation Practices

Financial markets and fund investment practices have changed substantially since the US Securities and Exchange Commission (SEC) last addressed fund valuation comprehensively 50 years ago. In adopting Rule 2a-5 on December 3,...more

New SEC Rule Will Regulate Registered Fund Investments in Derivatives

On October 28, 2020, the US Securities and Exchange Commission (SEC) voted 3–2 to adopt Rule 18f-4 (the Rule) under the Investment Company Act of 1940 (the Investment Company Act), which will replace decades-old SEC and staff...more

SEC Adopts Comprehensive Framework for Fund of Funds Arrangements

On October 7, 2020, the US Securities and Exchange Commission (SEC) adopted Rule 12d1-4 (Rule) under the Investment Company Act of 1940 (Act) and related amendments (Amendments) that are collectively designed to provide a...more

Deadline for Filing BE-180 Approaches for US Financial Service Providers

As the US Department of Commerce seeks certain financial services data from an expanded list of US financial services providers, most US fund managers, investment advisers, private funds, and registered investment companies...more

SEC Proposes Substantial Disclosure Reforms for Registered Funds

The US Securities and Exchange Commission on August 5 proposed a new disclosure framework for mutual and exchange-traded funds that seeks to replace the current disclosure delivery framework—for annual prospectus updates and...more

ETF Roundup – Issue 6

GENERIC LISTING STANDARDS FOR ETFS RELYING ON RULE 6C-11 APPROVED - The US Securities and Exchange Commission (SEC) has approved generic listing standards proposed by NYSE Arca, Inc., Cboe BZX Exchange, Inc., and The Nasdaq...more

SEC Proposes New Regulation of Fund Valuation

Under the proposal issued April 21, the SEC would substantially revise the regulation of fund valuation for the first time in 50 years and rescind much of the current guidance. ...more

In Focus: Analysis of SEC Proposals to Modernize Advertising and Solicitation Rules

On November 4, 2019, the US Securities and Exchange Commission (SEC) proposed amendments to Rule 206(4)-1 (the Advertising Rule) and Rule 206(4)-3 (the Solicitation Rule) under the Investment Advisers Act of 1940. The...more

SEC Approves E-Delivery of Shareholder Reports, Requests Comments on Other Areas

The US Securities and Exchange Commission recently adopted Rule 30e-3 under the Investment Company Act of 1940, which will provide registered funds with a “notice and access” option for delivering shareholder reports....more

Executive Order Could Lead to Changes in the Regulation of US Financial Markets

President Trump’s order sets forth core regulatory principles and requires an extensive report in 120 days, which could lead to broader changes in the regulation of the US financial markets....more

In Eagerly Awaited Ruling, AXA Beats Excessive Fee Claim

The fund manager was victorious in the first court decision to come from a group of complaints filed over the last several years against manager-of-manager models. Introduction - Following a 25-day bench trial, the...more

SEC Proposes Business Continuity and Transition Plan Requirements for Investment Advisers; Staff Issues Guidance for Registered...

On June 28, 2016, the US Securities and Exchange Commission (SEC) proposed new Rule 206(4)-4 (Proposed Rule) under the Investment Advisers Act of 1940, as amended (Advisers Act) and also proposed amendments to certain...more

SEC Examiners Focused on Fund Share Class Conflicts of Interest

OCIE recently published a Risk Alert announcing that it will examine the potential conflict of interest created by registered investment advisers being financially incentivized to recommend certain share classes to clients....more

Sub-Advisers Get Relief from Custody Rule’s Surprise Exam Requirement

Recent SEC staff no-action letter allows certain sub-advisers to avoid the burdensome surprise examination requirement under the Custody Rule. On April 25, the US Securities and Exchange Commission (SEC) staff provided...more

Understanding The SEC’s Proposal on Funds’ Use of Derivatives and Other Financial Transactions

On December 11, 2015, the US Securities and Exchange Commission (SEC) voted 3–1 in favor of proposing a new rule—Rule 18f-4 (Proposed Rule) under the Investment Company Act of 1940 (1940 Act). If adopted, the rule will have a...more

SEC Staff Publishes Guidance on Fund Disclosure of Current Market Conditions

The Guidance emphasizes the importance of reviewing market conditions and the related effect on fund investments on an ongoing basis and ensuring that fund disclosure is appropriately up-to-date....more

SEC Staff Issues Guidance on Mutual Fund Distribution Arrangements

Recently issued SEC staff guidance reminds mutual fund directors of their obligations to evaluate fund payments to financial intermediaries and emphasizes investment advisers’ and other service providers’ obligation to...more

SEC Requests Public Comment on Transfer Agent Regulation Proposal and Concept Release

SEC proposal would modernize the regulation of the transfer agency industry, particularly with respect to mutual funds. Last month, the US Securities and Exchange Commission (SEC) issued an Advance Notice of Proposed...more

SEC Proposes Requirements for Funds’ Use of Derivatives and Other Financial Transactions

If adopted, the proposed requirements would significantly alter funds’ ability to enter into derivatives and other financial transactions, present new operational challenges, expand reporting requirements, and impose new and...more

NYSE Arca Proposes to Flag ETP Trades that Deviate Significantly from Prevailing Market Prices

NYSE Arca’s proposal would use a two-part test to identify aberrant prices in trades of exchange-traded products and then warn the market of such trades in an effort to deter further pricing dislocations....more

SEC Exam Staff Shares Observations on Outsourced Chief Compliance Officers

Firms that use third-party CCOs or that rely on financial intermediaries that have outsourced their compliance functions should consider taking a fresh look at their compliance structure in the wake of this guidance....more

NYSE Arca Withdraws Active ETF Generic Listing Standards Proposal as SEC Focus on ETFs Continues

Withdrawal comes within days of SEC Chair White and Commissioner Aguilar issuing public statements regarding ETFs. On October 19, the US Securities and Exchange Commission (SEC) published a notice stating that NYSE Arca,...more

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