Registered Funds Alert Email This Page Overview Our Team Media Overview Our Team Media Simpson Thacher’s Registered Funds Alert is a quarterly publication covering SEC guidance, regulatory updates (including notable no-action letters and comments from SEC officials), developments in litigation and other market developments affecting registered funds, advisers and directors. In This Issue: The latest edition of Simpson Thacher’s Registered Funds Alert discusses how market disruptions affect regulated funds and ways in which sponsors can provide financial support; a call for the SEC to permanently adopt existing temporary relief related to follow-on co-investments; and a rebuttal to law professor comments on the SEC’s concept release regarding private markets access and regulated funds. During Significant Market Downturns, Sponsors and Their Affiliates Can Provide Capital Support The Case to Permanently Extend the SEC’s Temporary Co-Investment Relief to Allow “New Funds” to Participate in Follow-On Co-Investments Expanding Retail Access to Private Markets Through Regulated Funds: A Response to a Comment Letter from Securities Law Professors Notable Transactions: Q2 2020 To view this quarter’s articles as a PDF, please click here. “Investment Funds Practice of the Year 2018” Chambers USA Topics: Expand all Collapse all SEC Guidance/Exemptive Orders » September 2020 The Case to Permanently Extend the SEC’s Temporary Co-Investment Relief to Allow “New Funds” to Participate in Follow-On Co-Investments May 2020 Summary of COVID-19 Relief for Regulated Funds October 2019 Lyfting Our Spirits: The SEC’s Reengagement With Section 3(b)(2) of the 1940 Act May Provide an Avenue for Non-Investment Companies to Obtain Clarity About Investment Company Act Status and Reduce Compliance Costs May 2019 Novel Co-Investment Application Filed—A New Approach to Resolving an Old Problem October 2018 The Evolution of Co-Investment Exemptive Orders and Why They Should Become Extinct SEC Chairman Jay Clayton Issues Reminder that Staff Guidance Is Nonbinding September 2017 European Union Reforms Could Disrupt U.S. Soft Dollar Practices; Industry Anxiously Waiting for the SEC to Act May 2017 SEC Publishes Risk Alert on Top Five Investment Adviser Compliance Issues Found During Inspections September 2016 SEC Questions Auditor Independence Under Loan Rule; Quickly Issues Temporary Relief May 2016 The SEC Grants Application for Broader, More Practical Co-Investment Relief SEC Guidance Update Provides Framework for Evaluating and Updating Risk Disclosure February 2016 SEC Staff Issues Distribution in Guise Guidance; Raises Questions Regarding Responsibilities of Advisers and Boards May 2015 SEC Divided on “Bad Actor” Waivers SEC Approves New and Complex ETFs and Streamlined Listing Process, But One Commissioner Voices Concerns February 2015 SEC Weighs in on Non-Transparent Actively Managed ETF Proposals SEC Rulemakings » May 2020 The SEC Proposes a New Rule Regarding Fair Valuation Practices for Regulated Funds SEC Positioned to Adopt Rule Governing Regulated Funds’ Use of Derivatives and Other Transactions October 2019 Key Themes From Comments on SEC Proposals Regarding Securities Offering Reforms for Business Development Companies and Closed-End Investment Companies May 2019 Securities Offering Reform for Business Development Companies and Closed-End Investment Companies January 2019 The Proposed Fund of Funds Rule—A Good First Step that Merits Further Consideration October 2018 SEC Considers Derivatives Rule Re-Proposal Key Themes in Comments on SEC Proposals Regarding Standard of Conduct for Broker-Dealers and Investment Advisers June 2018 Proposed Interpretation of Adviser Duties Flies Under Radar Next to Headline-Grabbing Broker-Dealer Proposals BDCs Receive Long-Awaited Regulatory Relief—How Does It Work and Is It Enough? September 2017 The SEC’s Expanded Confidential Filing Review Process Should Include Investment Companies (and BDCs) SEC Taking Steps Toward Fiduciary Rule November 2016 Money Market Reforms Lay Potential Trap for the Unwary Corporate Treasurer Update on SEC Asset Management Rulemakings and Adoption of Liquidity Risk Management and Data Reporting Rules for Registered Funds September 2016 SEC’s Proposed Rule on Incentive-Based Compensation Arrangements Draws Criticism From the Fund Industry SEC Proposes Rule Requiring Investment Advisers to Prepare a Business Continuity and Transition Plan; Issues Guidance Update Reflecting Similar Expectations for Registered Funds May 2016 Industry Urges SEC to Consider Alternative Approaches to Derivatives Rule; Questions Appropriateness of Exposure Limits February 2016 Industry Advocates for Alternative Approach to Liquidity Management; Questions Whether Swing Pricing is Feasible SEC Derivatives Rule Proposal is Unworkable for Many Alternative Funds November 2015 SEC Proposes Minimum Liquidity Requirement for Open-End Funds; Raises Questions Regarding the Relationship Between Liquidity and Valuation September 2015 Simpson Thacher Comments on SEC’s Proposed Amendments to Investment Company Reporting Requirements June 2015 SEC Proposes Amendments to Registered Fund Reporting Requirements; Focus on Alternative Funds May 2015 SEC Proposal Would Require Listed Closed-End Funds to Disclose Hedging of Securities by Directors and Officers February 2015 Regulators Indicate Intention to Propose Risk-Based Regulatory Framework Based on Growth of Alternative Funds Regulatory Examination and Enforcement Activity » June 2018 New York Attorney General’s Investigation Into Actively Managed Mutual Funds Leads to Enhanced Disclosure to Retail Investors The SEC’s Share Class Selection Self-Reporting Initiative: A Creative Idea That Should Go Further September 2017 SEC Focus on BDCs Appears to be Increasing: OCIE Issues Examination Requests to Investment Advisers of BDCs February 2017 Recent SEC Actions Indicate Increased Focus on Valuation Issues Introducing the Investment Company Risk Assessment Tool: SEC Use of Big Data February 2016 OCIE Announces 2016 Examination Priorities; Builds Upon Past Initiatives November 2015 SEC Increasing Scrutiny of Cybersecurity Practices; NYSE Publishes Cybersecurity Guide Possibility of Requiring Advisers to Undergo Third-Party Inspections Gains Traction September 2015 SEC Statements and Recent Enforcement Actions Send Mixed Messages to CCOs Recent SEC Enforcement Actions Highlight the Importance of Establishing a Sound Section 15(c) Review Process for Advisers and Trustees May 2015 SEC and FINRA Report on Cybersecurity Sweep Examinations—Broker-Dealers Better Positioned than Advisers; SEC Issues Cybersecurity Guidance Update April 2015 SEC Announces Enforcement Action Regarding Failure to Disclose Conflict of Interest Created by Outside Business Activity February 2015 SEC Focusing on Alternative Funds SEC Guidance and Sweep Examination for Bond Funds SEC Priorities » September 2020 Expanding Retail Access to Private Markets Through Regulated Funds: A Response to a Comment Letter From Securities Law Professors October 2019 Our Comment Letter on Ways to Expand Investor Access to Private Company Investments Through Registered Funds May 2019 After Nearly 50 Years, Fulcrum Fees Still Fall Flat January 2019 SEC Set to Explore Opening Investments in Private Companies to Retail Investors Looking Ahead to 2019 May 2017 Registered Fund Reforms Could Support the New SEC Chair’s Mission to Improve Capital Markets Access February 2017 The Impact of the Trump Administration on Regulation of Registered Funds and Their Sponsors by the SEC May 2015 Recent SEC Priorities Combine to Increase the Degree of Difficulty for Alternative Funds 2015 SEC Priorities and FY 2016 Budget Proposal Emphasize Examinations, Enforcement February 2015 “Distribution in Guise”—Financial Intermediaries’ Practices Under Review Coinvestments » September 2020 The Case to Permanently Extend the SEC’s Temporary Co-Investment Relief to Allow “New Funds” to Participate in Follow-On Co-Investments May 2019 Novel Co-Investment Application Filed—A New Approach to Resolving an Old Problem October 2018 The Evolution of Co-Investment Exemptive Orders and Why They Should Become Extinct May 2016 The SEC Grants Application for Broader, More Practical Co-Investment Relief Fund Boards » January 2019 Rationale of Recent No-Action Letter, if Extended to Other Areas, Could Go a Long Way Toward Reducing Unnecessary Burdens on Fund Boards May 2017 The Time is Ripe to Re-Evaluate the Burden on Registered Fund Directors February 2017 Surprising Decision Compels Mutual Fund Directors to Produce Attorney-Client Communications in Discovery, Despite Claims of Privilege Recent SEC Actions Indicate Increased Focus on Valuation Issues November 2016 Adviser’s Connection to Bond Scam Highlights the Limitations of Section 15(c) Inquiries September 2016 AXA Wins Section 36(b) Trial; Takeaways Include Potential Improvements for Your Section 15(c) Process May 2016 The SEC’s Evolving Expectations for Fund Directors September 2015 Recent SEC Enforcement Actions Highlight the Importance of Establishing a Sound Section 15(c) Review Process for Advisers and Trustees M&A » February 2018 Recent M&A Activity in Asset Management Asset Management M&A Transaction Structures Key Considerations in Evaluating Asset Management Deals Protections Against Deal Jumping For Registered Funds The Portability of Performance in Asset Management Transactions February 2016 Three-Way Proxy Battle for Control of a BDC Ends in Apparent Stalemate Litigation » September 2016 AXA Wins Section 36(b) Trial; Takeaways Include Potential Improvements for Your Section 15(c) Process September 2015 Second Circuit Decision Has Potential Implications for Purchasers of Loans Originated by National Banks SEC Loses First Round of Administrative Proceeding Regarding Use of “May” and Reliance on Advice from Compliance Consultants, Appeal Pending Ninth Circuit Decision Invites Plaintiffs’ Bar to Bring Claims Against Massachusetts Business Trusts, Trustees and Advisers for Violations of Fundamental Investment Policies February 2015 Novel Complaint in Excessive Fee Litigation—“Double-Charging” of Advisory Fees Antitrust » May 2017 Growing Academic Debate Over Antitrust Concerns Involving Asset Managers and Mutual Funds Piques Policymaker Interest, But Includes Impractical Proposals November 2015 Do Mutual Fund Managers’ Horizontal Shareholdings in Competing Firms Create Antitrust Risks? Market Developments » <h3>September 2020</h3> <p><a href="https://www.stblaw.com/about-us/publications/details?id=b892f40e-743d-6a02-aaf8-ff0000765f2c">During Significant Market Downturns, Sponsors and Their Affiliates Can Provide Capital Support</a></p> Quarterly Summary of Notable Transactions » Notable Transactions: Q4 2019 & Q1 2020 Notable Transactions: Q2 & Q3 2019 Notable Transactions: Q1 2019 Notable Transactions: Q3 & Q4 2018 Notable Transactions: Q2 2018 Notable Transactions: Q1 2018 Notable Transactions: Q4 2017 Notable Transactions: Q2 2017 Notable Transactions: Q1 2017 Notable Transactions: Q4 2016 Notable Transactions: Q3 2016 Notable Transactions: Q2 2016 Notable Transactions: Q1 2016 Notable Transactions: Q4 2015 Notable Transactions: Q3 2015 Notable Transactions: Q2 2015 Notable Transactions: Q1 2015 Notable Transactions: Q4 2014 Prior Editions: 2020 May 2020 Registered Funds Alert 2019 October 2019 Registered Funds Alert May 2019 Registered Funds Alert January 2019 Registered Funds Alert 2018 October 2018 Registered Funds Alert June 2018 Registered Funds Alert February 2018 Registered Funds Alert 2017 September 2017 Registered Funds Alert May 2017 Registered Funds Alert February 2017 Registered Funds Alert 2016 November 2016 Registered Funds Alert September 2016 Registered Funds Alert May 2016 Registered Funds Alert February 2016 Registered Funds Alert 2015 November 2015 Registered Funds Alert September 2015 Registered Funds Alert May 2015 Registered Funds Alert February 2015 Registered Funds Alert By Last Name Show All A B C D E F G H I J K L M N O P Q R S T U V W X Y Z By Category Clear All Solution Accessing Emergency Government Support Programs Coronavirus (COVID-19) Resource Center Corporate Governance Crisis Management Emerging Growth Companies Leveraged Finance National Security and Regulatory Practice Privacy and Cybersecurity Private Equity Lifecycle Shareholder Activism Spin-offs Strategic Alternatives UP-C Structures Industry Business and Professional Services Consumer Products Defense Education Energy – Oil and Gas Energy – Power and Renewables Financial Services FinTech Healthcare Industrials and Manufacturing Infrastructure Insurance and Reinsurance Media and Entertainment Metals and Mining Real Estate REITs Retail Sovereign Entities Technology Telecommunications Transportation Practice Acquisition Finance Additional Firm Practices Antitrust and Trade Regulation Antitrust and Trade Regulation – M&A Asia Litigation Asset Management M&A Banking and Credit Bankruptcy Litigation Capital Markets Complex Commercial Litigation Corporate Corporate – M&A Debt Derivatives Environmental Equity and Equity Linked ERISA Litigation Executive Compensation and Employee Benefits Exempt Organizations False Advertising Litigation Financial Institutions Fund Finance Fund Finance Practice Funds Regulatory and Investigations Government and Internal Investigations High Yield Initial Public Offerings Insurance and Reinsurance Intellectual Property Intellectual Property Litigation International Arbitration International Regulatory and Compliance Investment Funds Investment Grade Finance Labor and Employment Latin America Law Firm Practice Litigation Mergers and Acquisitions Mergers and Acquisitions Litigation National Security Regulatory Practice Personal Planning Private Capital and Special Situations Private Equity Private Funds Product Liability and Mass Tort Project Finance Public Company Advisory Practice Real Estate Registered Funds Regulatory Advice Restructuring and Bankruptcy Securities Litigation Tax Whistleblower and False Claims Act Office Beijing Hong Kong Houston London Los Angeles New York Palo Alto São Paulo Tokyo Washington, D.C. 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