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Proposed Rule 12D1-4

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Proposed Rule 12D1-4 SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 270 and 274 Release Nos. 33-10590; IC-33329; File No. S7-27-18 RIN 3235-AM29 Fund of Funds Arrange me nts AGENCY: Securities and Exchange Commission. ACTION: Proposed rule. SUMMARY: The Securities and Exchange Commission (the “Commission”) is proposing a new rule under the Investment Company Act of 1940 (“Investment Company Act” or “Act”) to streamline and enhance the regulatory framework applicable to funds that invest in other funds (“fund of funds” arrangements). In connection with the proposed rule, the Commission proposes to rescind rule 12d1-2 under the Act and most exemptive orders granting relief from sections 12(d)(1)(A), (B), (C), and (G) of the Act. Finally, the Commission is proposing related amendments to rule 12d1-1 under the Act and Form N-CEN. DATES: Comments should be received on or before [insert date 90 days after publication in Federal Register]. ADDRESSES: Comments may be submitted by any of the following methods: Electronic Comments: • Use the Commission’s Internet comment form (http://www.sec.gov/rules/proposed.shtml); or • Send an email to [email protected]. Please include File Number S7-27-18 on the subject line. Paper Comments: • Send paper comments to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. All submissions should refer to File Number S7-27-18. This file number should be included on the subject line if email is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet website (http://www.sec.gov/rules/proposed.shtml). Comments are also available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street, NE, Washington, DC 20549, on official business days between the hours of 10:00 am and 3:00 pm. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. Studies, memoranda, or other substantive items may be added by the Commission or staff to the comment file during this rulemaking. A notification of the inclusion in the comment file of any such materials will be made available on the Commission’s website. To ensure direct electronic receipt of such notifications, sign up through the “Stay Connected” option at www.sec.gov to receive notifications by email. FOR FURTHER INFORMATION CONTACT: Joel Cavanaugh, John Foley, Senior Counsels; Jacob D. Krawitz, Branch Chief; Melissa S. Gainor, Senior Special Counsel; Brian McLaughlin Johnson, Assistant Director, at (202) 551-6792, Investment Company Regulation Office, Division of Investment Management, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. SUPPLEMENTARY INFORMATION: The Commission is proposing for public comment 17 CFR 270.12d1-4 (new rule 12d1-4) under the Investment Company Act [15 U.S.C. 80a-1 et 2 seq.]; amendments to 17 CFR 270.12d1-1 (rule 12d1-1) under the Investment Company Act; amendments to Form N-CEN [referenced in 17 CFR 274.101] under the Investment Company 1 Act; and rescission of 17 CFR 270.12d1-2 (rule 12d1-2) under the Investment Company Act. 1 Unless otherwise noted, all references to statutory sections are to the Investment Company Act, and all references to rules under the Investment Company Act are to title 17, part 270 of the Code of Federal Regulations [17 CFR part 270]. 3 TABLE OF CONTENTS I. Background ....................................................................................................................... 6 A. Funds’ Investments in Other Funds ............................................................................... 7 B. Overview of Section 12(d)(1) Limits............................................................................. 8 II. Proposed Rule 12d1-4 .......................................................................................................14 A. Scope of Proposed Rule 12d1-4 and Exemptions from Section 12(d)(1) of the Act ........14 B. Exemptions from the Act’s Prohibition on Certain Affiliated Transactions ....................26 C. Conditions ..................................................................................................................30 III. Proposed Rescission of Rule 12d1-2 and Proposed Amendments to Rule 12d1-1 ................87 IV. Amendments to Form N-CEN ...........................................................................................94 V. Proposed Rescission of Exemptive Orders; Withdrawal of Staff Letters..............................95 VI. Economic Analysis ...........................................................................................................99 A. Introduction ................................................................................................................99 B. Economic Baseline .................................................................................................... 100 C. Benefits and Costs and Effects on Efficiency, Competition, and Capital Formation of Rule Proposal............................................................................................................ 117 D. Reasonable Alternatives ............................................................................................ 160 VII. Paperwork Reduction Act .......................................................................................... 169 A. Introduction .............................................................................................................. 169 B. Rule 12d1-4 .............................................................................................................. 170 C. Rule 0-2 .................................................................................................................... 179 D. Form N-CEN ............................................................................................................ 180 E. Request for Comments .............................................................................................. 181 VIII. Init ia l Regulat ory Fle xibility A nalys is ........................................................................ 182 A. Reasons for and Objectives of the Proposed Actions................................................... 183 B. Legal Basis ............................................................................................................... 183 C. Small Entities Subject to the Proposed Requirements.................................................. 183 D. Projected Board Reporting, Recordkeeping, and Other Compliance Requirements....... 184 E. Duplicat ive , Overlapping, or Conflicting Federal Rules .............................................. 187 F. Signif icant A lternat ives ............................................................................................. 188 4 G. General Request for Comment ................................................................................... 189 IX. Consideration of Impact on the Economy ........................................................................ 189 X. Statutory Authority ......................................................................................................... 190 5 I. B ackground We are proposing new rule 12d1-4 under the Investment Company Act to streamline and enhance the regulatory framework applicable to fund of funds arrangements.2 The proposed rule would, under specified circumstances, permit a fund to acquire shares of another fund in excess of the limits of section 12(d)(1) of the Act without obtaining an exemptive order from the Commission.3 The proposed rule reflects decades of experience with fund of funds arrangements, and would subject funds relying on proposed rule 12d1-4 to a tailored set of conditions that we believe would help protect investors from the harms Congress sought to address by enacting section 12(d)(1) of the Act. As the proposed rule would provide a comprehensive exemption for funds of funds to operate, we also propose to rescind rule 12d1-2 under the Act and individua l exemptive orders for certain fund of funds arrangements in order to create a consistent and efficient rules-based regime for the formation and oversight of funds of funds. Finally, in connection with the proposed rescission of rule 12d1-2, we are proposing amendments to rule 12d1-1 under the Act to allow funds that rely on section 12(d)(1)(G) of the Act to invest in money market funds that are not part of the same group of investment 4 companies. 2 For purposes of this release, we generally use the term “funds” to refer to registered investment companies and business development companies (“BDCs”) unless the context otherwise requires. A BDC is a closed- end fund that: (i) is organized under the laws of, and has its principal place of business in, any state or states; (ii) is operated for the purpose of investing in securities described in section 55(a)(1)-(3) of the Act and makes available “significant managerial assistance” to the issuers of those securities, subject to certain conditions; and (iii) has elected under section 54(a) of the Act to be subject to the sections addressing activities of BDCs under the Act. See 15 U.S.C. 80a-2(a)(48). Section 6(f) of the Act exempts BDCs that have made the election under section 54 of the Act from registration provisions of the Act. 3 We also are proposing amendments to Form N-CEN,
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