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To analyze the recent SEC no-action relief allowing a non-US investment company to invest as a feeder fund in a US registered open-end management investment company without complying with all of the conditions of Section 12(d)(1)(E) of the Investment Company Act of 1940.

This article discusses the various conditions that a non-US investment company investing as a foreign feeder in a US registered open-end management investment company must satisfy in order to avoid complying with certain provisions of Section 12(d)(1)(E) of the Investment Company Act of 1940. In addition, the article analyzes certain potential tax and regulatory challenges facing firms seeking to rely on the relief.

This article concludes that the SEC no-action relief is an incremental step in reducing barriers to global distribution of US registered funds and may marginally increase the use of cross-border master-feeder arrangements as contemplated by the no-action letter. Nevertheless, this article cautions that significant impediments to global distribution of US registered funds remain, including tax withholding and non-US law issues.

This article contains valuable information about the regulatory impediments to global distribution of US registered funds, as well as learned assessments of the impact of recent developments in this space by experienced securities lawyers.

To provide an overview of the US Securities and Exchange Commission’s (SEC) recently adopted rule 22e-4 (Rule 22e-4) under the Investment Company Act of 1940, as amended (1940 Act) regarding investment company liquidity risk management programs.

Reviews and summarizes the specific requirements of Rule 22e-4 to better enable investment companies and their boards to comply by the general compliance date of December 1, 2018 (smaller complexes have until June 1, 2019).

The SEC clarifies that each fund should tailor its particular Program to ensure that it is adequately assessing and managing its specific liquidity risk based on its investment strategies and risks; however, it is not expected that a fund would eliminate all adverse impacts of liquidity risk. In addition, under the final rule, while the board does have certain duties and responsibilities with respect to certain aspects of a fund’s Program, the SEC pared back much of what had been in the Proposing Release to ensure that the board’s role remains one of oversight and not management.

Although the compliance date does not occur for almost two years, funds and their boards should begin reviewing the Rule 22e-4 requirements now and developing their Program.

Practical guidance from experienced investment management attorneys that provides insight into expectations for compliance with Rule 22e-4.

To explain proposed rules recently issued by the US Securities and Exchange Commission (SEC) that would dramatically expand both public and non-public reporting of portfolios and other data by US registered investment companies. A companion article covers new reports proposed at the same time for investment advisers that file Form ADV with the SEC.

Explains how the proposed rules intend to rescind Form N-Q and adopt a new portfolio holding form, Form N-PORT, which would require expansive monthly portfolio and risk reporting; describes amendments to Regulation S-X which would both enhance and standardize derivatives disclosures in fund financial statements; and details the reporting requirements for a new annual ‘census-style’ reporting form, Form N-CEN, which would replace an obsolete existing SEC form, Form N-SAR.

While it still remains to be seen how the final rules will be written, it is clear that US registered investment companies will be subject to broader reporting requirements. Investment companies are likely to incur increased costs due to the detailed nature of the information being requested and the frequency with which they will be required to file. Access to additional and enhanced information will have consequences for investment companies with respect to SEC examinations and enforcement activity.

Senior management and boards of investment companies should understand the basic framework of the proposed requirements. An operations and finance working group may need to be established by companies in order to coordinate the planning and preparation process for the requirements. Firms also should determine whether their service providers have the necessary resources to assist in complying with the proposed filing requirements.

Practical guidance from experienced investment funds lawyer.

The purpose of this paper is to discuss the SEC's Proposed Release 33‐8861 of November 21, 2007, “Enhanced disclosure and new prospectus delivery option for registered open‐end management investment companies.”

The paper provides an overview of the proposed rule. It then discusses its impact on the industry, investors, and the environment; and how the summary prospectus could impact retirement plans. The paper answers some frequently asked questions; and provides an implementation timeline.

The paper finds that the SEC has proposed a rule for a shorter, simpler, standardized prospectus that would tell investors what they need to know within three to four pages and provide web access to more detailed information if desired. The stated goal is provide the average investor with clear, succinct information and also to standardize information to facilitate fund‐to‐fund comparisons. The summary prospectus also offers a significant opportunity to reduce publishing and mailing costs and may provide the mutual fund industry with the impetus to migrate from paper‐based to electronic disclosure.

The paper provides insight from a financial disclosure systems provider.

To analyze the June 9, 2017 Financial Industry Regulatory Authority, Inc. (“FINRA”) interpretive letter permitting the use of Related Performance Information in continuously offered closed-end registered investment company sales materials distributed solely to institutional investors.

Provides background, including the application of FINRA Rule 2210, and explains the conditions under which fund marketing materials may contain Related Performance Information.

While the interpretive letter will not result in a fundamental shift in the Industry’s approach to providing Related Performance Information of open- and closed-end funds to institutional investors, it also represents FINRA’s ongoing recognition that communications provided solely to institutional investors do not raise the same investor protection concerns as communications provided to retail investors.

Expert guidance from experienced investment management and investment fund lawyers.

Purpose: Ethical investing is considered to be the pinnacle of embedding environmental considerations in investing. Environmental considerations form a major part of corporate social responsibility (CSR), and CSR is considered to have a positive effect on investment returns. The purpose of this chapter is to assess the degree of environmental considerations embedded in faith-based funds investment criteria. The comparative analysis between principles and practice through faith-based investing is undertaken.

Design/Methodology: Prospectuses of selected faith-based mutual funds and other information around investment strategies provided on the Funds’ websites have been analyzed in detail. Content analysis has been undertaken in order to evaluate the existence and types of environmental related criteria demonstrated by the Funds. The criteria are compared to the faith principles on environmental responsibility.

Findings: It is generally assumed that CSR requirements form the premise of socially responsible investing. The authors find that faith-based investing criteria are narrowly defined and that they represent biases which do not promote environmentally responsible investing.

Implications: The major implication is that inspite of the availability of faith-based environmental responsibility principles, faith-based funds represent a case of economic returns prioritization over environmental considerations. Environment accountability principles that exist need to be promoted regularly so that they become an essential element of every day decision-making including faith-based economic decision-making.

Originality: This study contributes to the debate on ethical investing from the perspective of faith-based mutual funds.

To explain recent regulatory guidance for different types of stakeholders, including asset managers, fund complexes, and institutional investors.

Summary of recent regulatory guidance and explanation for different types of stakeholders, including asset managers, fund complexes, and institutional investors.

While the U.S. Department of Labor’s (DOL’s) letter does not open the door to direct access to Private Market Investments by 401(k) plan participants, it does provide a framework for the expanded use of private equity and, we believe, other types of Private Market Investments in managed asset allocation funds such as target date funds.

Practical guidance from experienced asset management and investment funds and ERISA lawyers.

The purpose of this paper is to explain the amendments to the listing standards of the New York Stock Exchange (NYSE) and the NASDAQ Stock Market (Nasdaq), which were approved by the Securities and Exchange Commission (the SEC) on January 11, 2013 to implement the SEC's final rules on the independence of compensation committees and their selection of advisors pursuant to Rule 952 of the Dodd‐Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd Frank).

After a summary of notable provisions, the paper explains effective dates and respective Nasdaq and NYSE listing standards pertaining to compensation committee compensation; director independence standards, advisors, and charters; certain exemptions for foreign issuers; exemptions for certain types of companies and partnerships; and recommended next steps for companies that are subject to the amended listing standards.

Over the past few years, the independence of compensation committees and their advisors has been a hot button corporate governance issue. Dodd‐Frank prohibits national securities exchanges from listing any equity security of an issuer that is not in compliance with the exchanges' compensation committee independence and advisor requirements.

The listing standards generally become effective on July 1, 2013; however, listed companies have until the earlier of: their first annual meeting after January 15, 2014; or October 31, 2014, to comply with certain requirements including the independence structure of their compensation committees.

The paper provides practical advice from experienced financial services lawyers.

The purpose of this paper is to provide excerpts of selected Financial Industry Regulatory Authority (FINRA) Regulatory Notes issued in July and August 2008.

The paper provides excerpts from the June 2008 Supplement to the Options Disclosure Document; Regulatory Notice 08‐38, SEC Emergency Orders on Short Selling; Regulatory Notice 08‐39, Variable Insurance Products; Regulatory Not ice 08‐41, Portfolio Margin Program; Regulatory Notice 08‐42, SEC Rule 144 and TRACE Eligibility; and Regulatory Notice 08‐43, Trade Reporting and Compliance Engine (TRACE)

The Orders and Guidance in Regulatory Notice 08‐38 address the naked short selling of the securities of 19 public companies. Through Regulatory Notice 08‐39, FINRA proposes to update and consolidate the rules governing member firm communications with the public about variable insurance products. Regulatory Notice 08‐41 addresses margin requirements based on projected loss scenarios, and also discusses concentrated equity positions and day trading. Regulatory Notice 08‐42 notes that once a security meets the definition of “TRACE‐eligible security”, all secondary market transactions in such securities are “reportable TRACE transactions”. Regulatory Notice 08‐43 describes additional data elements in real‐time TRACE data that will identify transactions as either inter‐dealer or customer transactions and, in customer transactions, whether the dealer is on the buy or sell side.

These are direct excerpts designed to provide a useful digest for the reader and an indication of regulatory trends. The FINRA staff is aware of this summary but has neither reviewed nor edited it. For further detail as well as other useful information, the reader should visit www.finra.org

The paper aims to analyze amendments proposed by the US Commodity Futures Trading Commission to its disclosure, recordkeeping and reporting rules that are designed to resolve or minimize certain conflicts between CFTC rules and US Securities and Exchange Commission rules applicable to registered investment companies (Futures RICs) whose futures and swaps trading will subject their advisers to regulation as commodity pool operators as a result of the amendments to CFTC Rule 4.5.

The paper explains certain significant differences between the CFTC's rules applicable to commodity pool operators (CPOs) and the SEC's rules applicable to Futures RICs and their advisers in the areas of disclosure, reporting and recordkeeping and describes how the CFTC's proposed rules for Futures RICs are intended to resolve or minimize conflicts with SEC rules.

CFTC and SEC rules differ in several significant areas, including the required contents of the disclosure document by which the pool is offered; when the disclosure document has to be delivered; how disclosure documents are updated and reviewed; when periodic reports are required to be made and what they are required to contain; and whether required books and records may be maintained at a location other than the main business office. The proposed harmonization rules attempt to resolve these conflicts by exempting the CPOs of Futures RICs from certain CFTC requirements regarding delivery of disclosure documents and recordkeeping, permitting CFTC‐required disclosures to appear in the prospectuses of Futures RICs after the SEC‐required disclosures and requiring monthly account statements to be posted to the CPO's website rather than distributed to shareholders of Futures RICs. Other conflicts between CFTC and SEC rules applicable to Futures RICs were not addressed by the proposed harmonization rules.

The proposed harmonization rules attempt to adapt CFTC requirements to Futures RICs that have not been subject to CFTC regulation since 2003. Other conflicts between CFTC and SEC rules were not addressed. The CFTC has not adopted the final rules in this area.

The paper provides expert guidance by lawyers experienced in regulation of CPOs and RICs.