December 17, 2021

SEC Proposes Amendments to Rule 10b5-1 and Enhanced Disclosures Relating to Rule 10b5-1 Trading Plans in Issuer Reports and Certain Section 16 Reporting Forms

On December 15, 2021, the SEC proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, relating to insider trading arrangements. The SEC indicated that the proposed amendments aim to address critical gaps in the SEC’s insider trading regime and to help shareholders understand when and…

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November 23, 2021

SEC Proposes Rule to Increase Transparency for Securities Lending Transactions

On November 18, 2021, the SEC published proposed Exchange Act Rule 10c-1 (Rule), which would require any person that loans a security (including investment companies, banks, insurance companies and pension funds) on behalf of itself or another person to report the material terms of those securities lending transactions…

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November 12, 2021

SEC Division of Examinations Issues Risk Alert on Investment Adviser Fee Calculations

On November 10, 2021, the staff (Staff) of the SEC’s Division of Examinations (Division) issued a Risk Alert (Risk Alert or 2021 Risk Alert) based on observations from the Division’s recently concluded national initiative (Initiative) that focused on advisory fees charged by registered investment advisers. The Staff conducted…

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November 11, 2021

SEC Division of Examinations Staff Issues Risk Alert for Advisers that Provide Electronic Investment Advice

On November 9, 2021, the staff of the SEC’s Division of Examinations (Staff) issued a risk alert highlighting common compliance issues that it observed while conducting examinations of advisers that provide automated digital investment advisory services, also known as robo-advisory services (Alert). During each exam,…

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November 8, 2021

SEC Proposes Amendments to Update Electronic Filing Requirements

On November 4, 2021, the SEC published proposed amendments to update electronic filing requirements. The amendments would apply to a variety of issuers, investment advisers, institutional investment managers and others who currently file or submit paper reports to the SEC on EDGAR or the Investment Adviser Registration Depository.

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November 8, 2021

SEC Staff Issues Bulletin Setting Forth Views on Shareholder Proposal Rule; New Approach Expected to Result in More ESG Proposals

On November 3, 2021, the staff of the SEC’s Division of Corporate Finance (Staff) issued a legal bulletin regarding Rule 14a-8 under the Securities Exchange Act of 1934 that rescinds certain prior legal bulletins and issues new guidance related to certain bases for the exclusion…

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September 30, 2021

SEC Approves NYSE Arca Rule Change That Allows Semi-Transparent Active ETFs to Use Custom Baskets

On September 24, 2021, the NYSE Arca, Inc. (Exchange) obtained approval from the SEC to implement a rule change that allows semi-transparent active exchange-traded funds (ST ETFs)1 to use custom baskets of securities, consistent with an ST ETF’s exemptive relief under the Investment Company Act of…

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May 26, 2021

NYSE Arca Receives Approval for Proposed Rule Change to Exempt Funds from Shareholder Approval Requirements in Connection with Certain Acquisitions

On May 14, 2021, the NYSE Arca, Inc. (NYSE Arca) received approval from the SEC to implement a proposed rule change to exclude certain listed funds, including ETFs, from a requirement in NYSE Arca’s corporate governance rules (Rule 5.3-E(d)(9)) to obtain shareholder approvals for the issuance of securities…

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April 28, 2021

SEC Publishes New FAQ on Form N-CEN

The staff of the SEC’s Division of Investment Management (Staff) maintains FAQs regarding the SEC’s fund reporting modernization reforms adopted in October 2016 and revised in December 2017 and January 2019. The FAQs address compliance dates and general filing obligations, Regulation S-X and Forms N-PORT and N-CEN.

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April 6, 2021

SEC Withdraws and Modifies Certain Staff Letters in Light of Rule 18f-4

On November 2, 2020, the SEC adopted rule 18f-4 under the 1940 Act which will permit a registered investment company or business development company (fund) to enter into derivatives and certain other transactions notwithstanding the restrictions under Sections 18 and 61 of the 1940 Act, provided that the…

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