2019-05776: Securities Offering Reform for Closed-End Investment Companies

Summary

The Securities and Exchange Commission (the "Commission") is proposing rules that would modify the registration, communications, and offering processes for business development companies ("BDCs") and other closed-end investment companies under the Securities Act of 1933. As directed by Congress, we are proposing rules that would allow these investment companies to use the securities offering rules that are already available to operating companies. The proposed rules would extend to closed-end investment companies offering reforms currently available to operating company issuers by expanding the definition of "well-known seasoned issuer" to allow these investment companies to qualify; streamlining the registration process for these investment companies, including the process for shelf registration; permitting these investment companies to satisfy their final prospectus delivery requirements by filing the prospectus with the Commission; and permitting additional communications by and about these investment companies during a registered public offering. In addition, the proposed rules would include amendments to our rules and forms intended to tailor the disclosure and regulatory framework to these investment companies. The proposed rules also include a modernized approach to securities registration fee payment that would require closed-end investment companies that operate as "interval funds" to pay securities registration fees using the same method that mutual funds use today. Lastly, we are proposing certain structured data reporting requirements, including the use of structured data format for filings on the form providing annual notice of securities sold pursuant to the rule under the Investment Company Act of 1940 that prescribes the method by which certain investment companies (including mutual funds) calculate and pay registration fees.

The agency’s own summary, as published.

What this changes

Amends 9 parts of the Code of Federal Regulations — the standing rules this notice rewrites.

• 17 CFR 229 Standard Instructions for Filing Forms Under Securities Act of 1933, Securities Exchange Act of 1934 and Energy Policy and Conservation Act of 1975—Regulation S-K
• 17 CFR 230 General Rules and Regulations, Securities Act of 1933
• 17 CFR 232 Regulation S-T—General Rules and Regulations for Electronic Filings
• 17 CFR 239 Forms Prescribed Under the Securities Act of 1933
• 17 CFR 240 General Rules and Regulations, Securities Exchange Act of 1934
• 17 CFR 243 Regulation FD
• 17 CFR 249 Forms, Securities Exchange Act of 1934
• 17 CFR 270 Rules and Regulations, Investment Company Act of 1940
• 17 CFR 274 Forms Prescribed Under the Investment Company Act of 1940