Securities and Exchange Commission May 2020 – Federal Register Recent Federal Regulation Documents

The Securities and Exchange Commission (``Commission'') is adopting amendments to the definitions of ``covered clearing agency,'' ``central securities depository services,'' and ``sensitivity analysis'' pursuant to Section 17A of the Securities Exchange Act of 1934 (``Exchange Act'') and the Payment, Clearing, and Settlement Supervision Act of 2010 (``Clearing Supervision Act''), enacted in Title VIII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (``Dodd-Frank Act'').

The Securities and Exchange Commission (``Commission'') is proposing a new rule (``rule 2a-5'') under the Investment Company Act of 1940 (the ``Investment Company Act'' or the ``Act'') that would address valuation practices and the role of the board of directors with respect to the fair value of the investments of a registered investment company or business development company (a ``fund''). The proposed rule would provide requirements for determining fair value in good faith with respect to a fund for purposes of section 2(a)(41) of the Act. This determination would involve assessing and managing material risks associated with fair value determinations; selecting, applying, and testing fair value methodologies; overseeing and evaluating any pricing services used; adopting and implementing policies and procedures; and maintaining certain records. The proposed rule would permit a fund's board of directors to assign the fair value determination to an investment adviser of the fund, who would then carry out these functions for some or all of the fund's investments. This assignment would be subject to board oversight and certain reporting, recordkeeping, and other requirements designed to facilitate the board's ability effectively to oversee the adviser's fair value determinations. The proposed rule would include a specific provision related to the determination of the fair value of investments held by unit investment trusts, which do not have boards of directors. The proposed rule would also define when market quotations are readily available under section 2(a)(41) of the Act. If rule 2a-5 is adopted, the Commission would rescind previously issued guidance on the role of the board of directors in determining fair value and the accounting and auditing of fund investments.