Proposed Rule: Securities Offering Reform for Closed-End ...

CONFORMED TO FEDERAL REGISTER

SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 229, 230, 232, 239, 240, 243, 249, 270, and 274 [Release Nos. 33-10619; 34-85382; IC-33427; File No. S7-03-19] RIN 3235-AM31 Securities Offering Reform for Closed-End Investment Companies AGENCY: Securities and Exchange Commission. ACTION: Proposed rule. SUMMARY: The Securities and Exchange Commission (the "Commission") is proposing rules that would modify the registration, communications, and offering processes for business development companies ("BDCs") and other closed-end investment companies under the Securities Act of 1933. As directed by Congress, we are proposing rules that would allow these investment companies to use the securities offering rules that are already available to operating companies. The proposed rules would extend to closed-end investment companies offering reforms currently available to operating company issuers by expanding the definition of "wellknown seasoned issuer" to allow these investment companies to qualify; streamlining the registration process for these investment companies, including the process for shelf registration; permitting these investment companies to satisfy their final prospectus delivery requirements by filing the prospectus with the Commission; and permitting additional communications by and about these investment companies during a registered public offering. In addition, the proposed rules would include amendments to our rules and forms intended to tailor the disclosure and regulatory framework to these investment companies. The proposed rules also include a modernized approach to securities registration fee payment that would require closed-end investment companies that operate as "interval funds" to pay securities registration fees using the

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same method that mutual funds use today. Lastly, we are proposing certain structured data reporting requirements, including the use of structured data format for filings on the form providing annual notice of securities sold pursuant to the rule under the Investment Company Act of 1940 that prescribes the method by which certain investment companies (including mutual funds) calculate and pay registration fees. DATES: Comments should be received by June 10, 2019. ADDRESSES: Comments may be submitted by any of the following methods: Electronic Comments:

? Use the Commission's internet comment forms ( proposed.shtml); or

? Send an email to rule-comments@. Please include File Number S7-03-19 on the subject line.

Paper Comments: ? Send paper comments in triplicate to Secretary, U.S. Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090.

All submissions should refer to File Number S7-03-19. 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 website (). Comments also are 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 a.m. and 3:00 p.m. All comments received will be posted without change. Persons submitting comments are

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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 to receive notifications by email. FOR FURTHER INFORMATION CONTACT: Asaf Barouk, Attorney-Adviser; J. Matthew DeLesDernier, Senior Counsel; Sean Harrison, Senior Counsel; Amy Miller, Senior Counsel; Angela Mokodean, Senior Counsel; Jacob D. Krawitz, Branch Chief; David J. Marcinkus, Branch Chief; Amanda Hollander Wagner, Branch Chief; or Brian McLaughlin Johnson, Assistant Director, at (202) 551-6792, Investment Company Regulation Office; Christian T. Sandoe, Assistant Director or Michael J. Spratt, Assistant Director, at (202) 5516921, Disclosure Review and Accounting Office; Division of Investment Management; U.S. Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. SUPPLEMENTARY INFORMATION: The Commission is proposing for public comment amendments to:

Commission Reference

Securities Act of 1933 ("Securities Act")1

Rule 134 Rule 138

CFR Citation (17 CFR)

? 230.134

? 230.138

Rule 139

? 230.139

1 15 U.S.C. 77a et seq.

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Rule 156

Rule 163

Rule 163A

Rule 164

Rule 168

Rule 169

Rule 172

Rule 173

Rule 405

Rule 415

Rule 418

Rule 424

Rule 430B

Rule 433

Rule 462

Securities Exchange Act of 1934 ("Exchange Act")2

Rule 497 Rule 13a-11 Rule 15d-11

Investment Company Act of 1940 ("Investment Company

Form 8-K Rule 8b-16

2 15 U.S.C. 78a et seq.

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? 230.156 ? 230.163 ? 230.163A ? 230.164 ? 230.168 ? 230.169 ? 230.172 ? 230.173 ? 230.405 ? 230.415 ? 230.418 ? 230.424 ? 230.430B ? 230.433 ? 230.462 ? 230.497 ? 240.13a-11 ? 240.15d-11 ? 249.308 ? 270.8b-16

Act")3

Securities Act and Investment Company Act

Rule 23c-3 Rule 24f-2 Form 24F-2 Form N-2

? 270.23c-3

? 270.24f-2

? 274.24 ? 239.14 and ? 274.11a-1

3 15 U.S.C. 80a-1 et seq.

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