(Article from Registered Funds Regulatory Update, July 2026)
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On June 23, 2026, JPMorgan received SEC approval for exemptive relief permitting two of its interval funds to offer monthly repurchase offers of 2%. The SEC’s relief permits the interval funds to depart from the interval-fund repurchase framework governed by Rule 23c-3 under the 1940 Act, which generally permits repurchase offers only on a quarterly, semiannual, or annual basis, with each repurchase offer limited to between 5% and 25% of a fund’s outstanding shares. The relief also departs from prior SEC exemptive relief, which had permitted monthly repurchase offers of 5%.
Under the approved structure, each monthly offer must be for at least 2% of the fund’s outstanding common shares, and the total amount offered over any three-month period must remain between 5% and 25% of the outstanding shares in accordance with Rule 23c-3. However, if a fund’s assets are growing, this aggregate repurchase requirement may obligate the fund to offer more than 2% in a given month if the customary 2% repurchase offer would result in less than 5% of the fund’s shares being offered for repurchase over a three-month period, based on the aggregate number of shares outstanding during that period.
By preserving Rule 23c-3’s aggregate quarterly repurchase limits, the proposed relief would permit more frequent repurchase offers without undermining the structural safeguards that define the interval fund framework. The relief also reflects the SEC’s continuing efforts to foster innovation in semi-liquid registered fund products, consistent with the broader regulatory trend of expanding retail investor access to private and alternative investment strategies. Notably, however, the relief granted applies only to the interval funds identified in the exemptive application. Accordingly, any other sponsors seeking to offer 2% monthly repurchase programs would need to seek their own exemptive relief.
In the Matter of JPMorgan Public and Private Credit Fund, et al., Release No. IC-36217 (June 23, 2026), available at:
https://www.sec.gov/Archives/edgar/data/1363391/999999999726001096/filename1.pdf.