BUSINESS CONTINUITY PLANNING FOR REGISTERED INVESTMENT COMPANIES

IM

Guidance Update

JUNE 2016

|

No. 2016-04

BUSINESS CONTINUITY PLANNING FOR REGISTERED INVESTMENT COMPANIES

In this guidance update, the staff of the Division of Investment Management (the

“Division”) underscores the importance of mitigating operational risks related to

significant business disruptions, particularly through proper business continuity

planning for registered investment companies (“funds”). Rule 38a-1 under the

Investment Company Act of 1940 (“Investment Company Act”) requires funds

to adopt and implement written compliance policies and procedures reasonably

designed to prevent violation of the federal securities laws.1 In the staff’s view, fund

complexes2 should consider their respective compliance obligations under the

federal securities laws when assessing their ability to continue operations during a

business continuity event.

As discussed below, the importance of proper business continuity planning was

highlighted in August of 2015 when a systems malfunction at a financial institution

prevented it from calculating accurate net asset values (“NAVs”) for hundreds of

mutual funds and exchange-traded funds. Because fund complexes increasingly

use technologies and services provided by third parties to conduct daily fund

operations, the staff believes such dependencies and arrangements should be

considered as part of comprehensive business continuity planning. This guidance

update discusses a number of measures that the staff believes funds should

consider as they evaluate the robustness of their fund complex’s plan in order to

mitigate business continuity risks for funds and investors.

US Securities and Exchange Commission

Division of Investment Management

I M G U I D A N C E U P D AT E

2

Background

Funds are generally externally managed and do not have employees of their own;

they typically are organized by their primary investment advisers (also known as

the funds’ “sponsors”), who often manage a number of funds within a fund complex

and coordinate the activities of other fund service providers. Due to this structure,

we understand that business continuity planning generally is conducted at the

fund complex level and typically business continuity plans (“BCPs”) address fund

activities in conjunction with the activities of the primary investment adviser and

other service providers that are part of the fund complex.3

Business continuity planning is critical to a fund complex’s (or any business entity’s)

ability to continue operations during, and recover from, a significant business

disruption. The development of policies and procedures reasonably designed to

ensure that an entity’s critical functions and business activities can continue to

operate in the face of a significant business disruption has long been considered

an essential aspect of operational risk management.4 For decades, fund complexes

and their service providers have continued to build and improve practices to create

resiliencies designed to mitigate the consequences of disruptive events.5 BCPs are

important tools used by fund complexes and other service providers to prepare for

significant business disruptions and to address fund compliance obligations during

such disruptions.6

In recent history, significant business disruptions have impacted the financial

services industry and, as a result, business continuity and disaster recovery practices

have appropriately taken on more importance in the industry and have been

subject to increased focus by regulators.7 In the years since September 11, 2001, the

Securities and Exchange Commission (“Commission” or “SEC”) has taken numerous

steps to address business continuity practices in the financial services industry and

the ability of market participants to continue operations during times of crisis.8

For example, in 2003, the Commission adopted rule 38a-1 under the Investment

Company Act,9 which, as discussed above, requires funds to adopt and implement

written compliance policies and procedures.10 In the context of the expected

elements of a fund’s compliance program, the Compliance Program Adopting

Release states that funds’ or their advisers’ policies and procedures should address

the issues identified in that release, including BCPs.11 Additionally, in the wake of

Hurricanes Katrina and Sandy, Commission staff reviewed, observed, and addressed

business continuity practices and issued alerts reflecting their observations and

describing notable practices.12

I M G U I D A N C E U P D AT E

3

As noted above, in August 2015, hundreds of mutual funds and exchange-traded

funds (“ETFs”) experienced a business continuity event when a systems malfunction

at a financial institution prevented it from calculating accurate NAVs for these

funds.13 As a result of this malfunction, the critical third-party provider was unable

to deliver timely system-generated NAVs or to publish current ETF baskets for

certain clients for several days.14 Had this outage persisted, the magnitude of this

event could have been much greater.15 Staff in the Division’s Risk and Examinations

Office and the Commission’s Office of Compliance Inspections and Examinations

conducted outreach to the third-party provider, fund and ETF complexes, and select

intermediaries during the course of the outage and after the incident. The outreach

revealed that some funds could have been better prepared for the possibility

that one of their critical service providers would suffer an extended outage.16 This

outreach also highlighted the importance of robust business continuity planning

for fund complexes, particularly the need to understand the business continuity

and disaster recovery protocols of critical fund service providers, and how the fund

complex’s own BCP addresses the risk that a critical third-party provider could

suffer a significant business disruption.

Fund Compliance

In the staff’s view, fund complexes should consider how to mitigate exposures

through compliance policies and procedures that address business continuity

planning and potential disruptions in services (whether provided internally at the

fund complex or externally by a critical third-party service provider) that could

affect a fund’s ability to continue operations, such as processing shareholder

transactions. Because fund complexes vary in activities and operations, the staff

believes that their policies, procedures, and plans generally should be tailored based

on the nature and scope of their business. Additionally, because fund complexes

also outsource critical functions to third parties, the staff believes that they should

consider conducting thorough initial and ongoing due diligence of those third

parties, including due diligence of their service providers’ business continuity and

disaster recovery plans.

Notable Practices for Fund Complexes

The Division recently conducted outreach to a number of fund complexes and their

advisers regarding business continuity planning generally. The staff recognized

many similarities among fund complexes, including that most funds rely on fund

complex or enterprise-wide business continuity and disaster recovery plans that

incorporate, among other things, the critical functions performed on behalf of funds.

I M G U I D A N C E U P D AT E

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In the staff’s view, critical fund service providers likely would include, but would not

be limited to, each named service provider under rule 38a-1 (i.e., each investment

adviser, principal underwriter, administrator, and transfer agent), as well as each

custodian and pricing agent.17

Although the types of funds and fund complex business models may vary

significantly, they generally share certain fundamental operational risks, including

their ability to continue operations and service investors during business disruptions,

regardless of the cause. The staff observed the following notable practices in recent

discussions with fund complexes:

•

Plans typically cover the facilities, technology/systems, employees, and activities

conducted by the adviser and any affiliated entities, as well as dependencies on

critical services provided by other third-party service providers.

•

A broad cross-section of employees from key functional areas are involved in

BCP programs at the fund complex typically including, but not limited to, senior

management (including officers of the fund), technology, information security,

operations, human resources, communications, legal, compliance, and risk

management to assist in efforts to ensure continuity and resiliency when events

occur.

•

The fund’s Chief Compliance Officer (“CCO”) and/or the CCO of other entities in

the fund complex typically participate in the fund complex’s third-party service

provider oversight process as conducted by key personnel. Service provider

oversight programs generally incorporate both initial and ongoing due diligence

processes, including review of applicable business continuity and disaster recovery

plans for critical providers. The fund complex typically seeks a combination of

information to conduct its oversight, including, but not limited to, service provider

presentations, on-site visits, questionnaires, certifications, independent control

reports,18 and summaries of programs and testing, where appropriate, including

with respect to BCPs.19

•

Although practices vary, BCP presentations are typically provided to fund boards of

directors, with CCO participation, on an annual basis and are given by the adviser

and/or other critical service providers. These presentations may be provided

separately, as part of periodic presentations related to contractual arrangements

(including as part of the annual section 15(c) process),20 or as part of the CCO’s

annual update to the board.21

I M G U I D A N C E U P D AT E

•

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For many fund complexes, some form of BCP testing for their plan occurs at least

annually, and the results of the fund complex’s tests may be shared in updates to

fund boards.

•

Business continuity outages, including those incurred by the fund complex or a

critical third-party service provider, are monitored by the CCO and other pertinent

staff and reported to the fund board as warranted.22

Additional Considerations Regarding Critical Service Providers

As described above, advisers of fund complexes, CCOs, and the fund board play a

key role in the selection and ongoing oversight of critical fund service providers.

Key business functions and related activities may be performed by an affiliate of

the fund complex, a third-party service provider, or some combination thereof. In

the staff’s view, a fund complex’s BCP should contemplate such arrangements, and

consider the following lessons learned from past business continuity events and

our outreach efforts when formulating fund complex BCPs as they relate to critical

service providers.

•

Back-Up Processes and Contingency Plans. The staff believes that fund

complexes should consider examining critical service providers’ backup

processes and redundancies, the robustness of the provider’s contingency

plans, including reliance on other critical service providers, and how these

providers intend to maintain operations during a significant business

disruption. Fund complexes generally should understand how their own BCP

addresses the risk that a critical service provider could suffer a significant

business disruption and how the provider and the fund complex might

respond under certain scenarios.23

•

Monitoring Incidents and Communications Protocols. The staff believes

that fund complexes should consider how they can best monitor whether

a critical service provider has experienced a significant disruption (such as

a cybersecurity breach24 or other continuity event) that could impair the

service provider’s ability to provide uninterrupted services, the potential

impacts such events may have on fund operations and investors, and the

communication protocols and steps that may be necessary for the fund

complex to successfully navigate such events. Such protocols might include:

–

Policies and procedures for internal communications across the fund

complex (e.g., involving senior management, legal, compliance, risk

management, technology, information security, operations, human

resources, and communications staff), as well as with fund boards.

I M G U I D A N C E U P D AT E

–

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External communications plans that address ongoing discussions

with the affected service provider, as well as other providers as

warranted, and intermediaries, investors, regulators, and the press,

as appropriate.

–

Maintaining updated and accessible contact information for

essential communications with various constituents during an event.

–

Providing timely communications that report progress and next

steps, which may include posting updates to websites or portals to

facilitate accessibility and broad dissemination of information.

•

Understanding the Interrelationship of Critical Service Provider BCPs.

The staff believes that fund complexes should consider how the BCPs of a

fund’s critical service providers relate to each other to better ensure that

funds can continue operations and/or promptly resume operations during a

significant business disruption. For example, if the fund complex relies on a

particular third-party service provider to calculate its NAV on a daily basis,

has the fund complex discussed with the service provider any redundancies

and backup plans the service provider has in the event it experiences a

significant business disruption? Additionally, does the fund complex also

have backup procedures that address the steps that would need to be taken

to successfully navigate through the service provider disruption in order to

mitigate potential risks to impacted funds and investors?

•

Contemplating Various Scenarios. The staff believes that fund complexes

should consider how a critical service provider disruption could impact

fund operations and investors, and generally have a plan for managing the

response to potential disruptions under various scenarios, whether such

disruptions occur internally or at a critical third-party service provider.

In the staff’s view, to assist fund boards in providing appropriate oversight, boards

generally should discuss with the fund’s adviser and other critical (affiliated and/or

third-party) service providers the steps being taken to mitigate the risks associated

with business disruptions and the robustness of their business continuity planning,

including how the fund complex’s own BCP addresses the risk that a critical thirdparty service provider could suffer a business disruption. 25

I M G U I D A N C E U P D AT E

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Conclusion

The staff believes that funds will be better prepared to deal with business continuity

events, if and when they occur, if fund complexes consider the robustness of their

BCPs as well as those of their critical third-party service providers. The staff also

believes that fund complexes’ preparedness likely would be enhanced if they

consider their service providers’ interrelationships to one another and how the

fund complex will respond to significant business disruptions that may impact their

internal operations and/or a critical third-party service provider of the fund. The

staff recognizes that it is not possible for a fund or fund complex to anticipate or

prevent every business continuity event. However, the staff believes appropriate

planning includes consideration of these issues and various scenarios in advance of

a significant business disruption. We believe such planning will assist funds and fund

complexes in mitigating the impact of significant business disruptions on operations

and in servicing investors, as well as in complying with the federal securities laws

throughout business continuity events.

Endnotes

1

See 17 CFR 270.38a-1(a)(1).

2

For purposes of this guidance update, we use the term “fund complex” to mean

funds, their primary investment adviser, and other fund service providers that are

affiliated with the funds or their primary investment adviser. See section 2(a)(3) of

the Investment Company Act (defining “affiliated person”).

3

We recognize that some funds do not have a traditional “sponsor” and instead use

a turnkey service provider or third-party administrator to conduct all or most of

the activities of running the fund. Like with other critical service providers, the staff

believes that such funds should consider the BCP of their turnkey service provider

or third-party administrator as it affects the fund. See Additional Considerations

Regarding Critical Service Providers in this guidance update.

4

See, e.g., Summary of “Lessons Learned” from Events of September 11 and

Implications for Business Continuity, Discussion Note Prepared by Staffs of the

Federal Reserve, the New York State Banking Department, the Office of the

Comptroller of the Currency, and the SEC, for discussion at a meeting on February

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26, 2002 at the Federal Reserve Bank of New York (Feb. 13, 2002), available at

https://www.sec.gov/divisions/marketreg/lessonslearned.htm; Interagency Paper on

the Sound Practices to Strengthen the Resilience of the Financial System, Securities

Exchange Act Rel. No. 47638 (April 7, 2003) [68 FR 17809 (Apr. 11, 2003)] (setting

forth business continuity objectives for all financial firms and the U.S. financial

system as a whole); Policy Statement: Business Continuity Planning for Trading

Markets, Securities Exchange Act Rel. No. 48545 (Sept. 29, 2003) [68 FR 56656

(Oct. 1, 2003)].

5

See supra note 4; see also Comment Letter of Investment Company Institute on the

Financial Stability Oversight Council’s (“FSOC”) Notice Seeking Comment on Asset

Management Products and Activities (Mar. 25, 2015) (“ICI FSOC Comment Letter”)

at 68 (“Over the past several decades, the fund industry has confronted and

worked through a variety of emergencies …. In addition, since September 11, 2001,

the nature and scope of business continuance has changed significantly, making

fund complexes and their critical service providers more resilient to unexpected

business interruptions.”).

6

See Comment Letter of BlackRock, Inc. on the FSOC Notice Seeking Comment

on Asset Management Products and Activities (Mar. 25, 2015) at 10 (“In the

normal course of business, asset managers implement measures to mitigate the

impact of potentially disruptive events through operational risk management

programs, including maintaining business continuity plans ….”); Comment Letter

of The Capital Group Companies to the FSOC Notice Seeking Comment on Asset

Management Products and Activities (Mar. 25, 2015) at 11 (“Regulatory compliance

and operational risk management are well-developed areas within [the asset

management] industry …. Consequently, asset managers invest significant resources

and employ various tools to avoid operational issues that could adversely affect

their clients or the assets they manage.”); ICI FSOC Comment Letter, supra note

5 at 69 (“[F]unds and key service providers to the industry have robust plans

and strategies in place to facilitate the continuation or resumption of business

operations in the event of an emergency….”).

7

See, e.g., supra note 4; see also FSOC Notice Seeking Comment on Asset

Management Products and Activities, available at http://www.treasury.gov/

initiatives/fsoc/rulemaking/Documents/Notice%20Seeking%20Comment%20

on%20Asset%20Management%20Products%20and%20Activities.pdf, [79 FR 77488

(Dec. 24, 2014)] (requesting public comment on, among other things, operational

risks and transition planning as it relates to the asset management industry).

I M G U I D A N C E U P D AT E

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9

See, e.g., infra notes 9 and 12; see also FINRA rule 4370 (requiring broker-dealers

to have BCPs that address certain required elements); SEC Approves NASD

and NYSE Business Continuity Rules (Apr. 2004), available at https://www.sec.

gov/news/press/2004-53.htm. More recently, in 2014, the Commission adopted

Regulation Systems Compliance and Integrity, or Regulation SCI, which, among

other things, requires certain entities to establish, maintain, and enforce written

policies and procedures, including business continuity and disaster recovery plans

that include maintaining backup and recovery capabilities sufficiently resilient

and geographically diverse and that are reasonably designed to achieve next

business day resumption of trading and two-hour resumption of critical SCI

systems following a wide-scale disruption. See Regulation Systems Compliance

and Integrity, Securities Exchange Act Rel. No. 73639 (Nov. 19, 2014) [79 FR 72251

(Dec. 5, 2014)]; 17 CFR 242.1001(a)(2)(v).

9

See Compliance Programs of Investment Companies and Investment Advisers,

Advisers Act Rel. No. 2204 (Dec. 17, 2003) [68 FR 74714 (Dec. 24, 2003)]

(“Compliance Program Adopting Release”). In 2003, the Commission also adopted

rule 206(4)-7 under the Advisers Act, which makes it unlawful for a registered

investment adviser to provide investment advice unless the adviser has adopted

and implemented written policies and procedures that are reasonably designed

to prevent violation by the adviser and its supervised persons of the Advisers

Act and the rules thereunder. See 17 CFR 275.206(4)-7(a). In addition, today the

Commission proposed a new rule under the Advisers Act that would require SECregistered investment advisers to adopt and implement business continuity and

transition plans reasonably designed to address operational and other risks related

to a significant disruption in the investment adviser’s operations and that also

address certain components. See Adviser Business Continuity and Transition Plans,

Advisers Act Rel. No. 4439 (June 28, 2016).

10 Rule 38a-1 also requires a fund’s compliance policies and procedures to provide

for the oversight of compliance by the fund’s advisers, principal underwriters,

administrators, and transfer agents (collectively, “named service providers”), and

that the fund’s board of directors approve, and review annually, the compliance

policies and procedures of the fund and each of its named service providers. See 17

CFR 270.38a-1(a)(1)-(3).

11

In the Compliance Program Adopting Release, the Commission stated that it

expected that an adviser’s policies and procedures, at a minimum, should address

(among other things) BCPs to the extent that they are relevant to that adviser. In

I M G U I D A N C E U P D AT E

10

the context of the expected elements of a fund’s compliance program, the release

states that “[f]unds’ or their advisers’ policies and procedures should address the

issues … identified for investment advisers….” See Compliance Program Adopting

Release, supra note 9.

12

See Compliance Alert, June 2007, available at https://www.sec.gov/about/offices/

ocie/complialert.htm; National Exam Program Risk Alert, SEC Examinations of

Business Continuity Plans of Certain Advisers Following Operational Disruptions

Caused by Weather-Related Events Last Year (Aug. 27, 2013), available at https://

www.sec.gov/about/offices/ocie/business-continuity-plans-risk-alert.pdf. The 2012

examination was part of a joint review by the Commission’s Office of Compliance

Inspections and Examinations, the Financial Industry Regulatory Authority, and

the Commodity Futures Trading Commission of relevant firms’ business continuity

and disaster recovery planning in the wake of Hurricane Sandy. Together, these

entities also issued a joint statement setting forth best practices and lessons

learned as a result of their review. See Joint Review of Business Continuity and

Disaster Recovery of Firms by the Commission’s National Examination Program,

the Commodity Futures Trading Commission’s Division of Swap Dealers and

Intermediary Oversight and the Financial Industry Regulatory Authority (Aug.

16, 2013), available at http://www.sec.gov/about/offices/ocie/jointobservationsbcps08072013.pdf.

13

In late August 2015, Bank of New York Mellon (“BNY Mellon”), a service provider

that provides custodial and administrative services to mutual funds, closedend funds, and exchange-traded funds, experienced a breakdown in one of its

third-party systems (SunGard’s InvestOne) used to calculate numerous client

funds’ NAVs. See, e.g., Stephen Foley, BNY Mellon Close to Resolving Software

Glitch, Financial Times (Aug. 31, 2015), available at http://www.ft.com/intl/

cms/s/0/47d5860a-4f2b-11e5-b029-b9d50a74fd14.html; Jessica Toonkel & Tim

McLaughlin, BNY Mellon Pricing Glitch Affects Billions of Dollars of Funds, Reuters

(Aug. 26, 2015), available at http://www.reuters.com/article/bnymellon-fundsnav-idUSL1N1111QY20150826; Barrington Partners White Paper, An Extraordinary

Week: Shared Experiences from Inside the Fund Accounting System Failure of

2015 (Nov. 2015), available at http://www.mfdf.org/images/uploads/blog_files/

SharedExperiencefromFASystemFailure2015.pdf; Transcript of the BNY Mellon

Teleconference Hosted by Gerald Hassell on the Sungard Issue, available at https://

www.bnymellon.com/_global-assets/pdf/events/transcript-of-bny-mellonteleconference-on-sungard-issue.pdf.

I M G U I D A N C E U P D AT E

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14 This situation resulted in certain clients pricing their shares using stale or manually

calculated NAVs and certain ETFs using stale baskets. Once the automated system

was restored, ETF baskets were updated and certain funds had to review the NAVs

used while the automated system was down and make any necessary corrections.

See supra note 13.

15

See Remarks to the Investment Company Institute’s 2016 Mutual Funds and

Investment Management Conference, David W. Grim (Mar. 14, 2016), available at

http://www.sec.gov/news/speech/david-grim-remarks-to-ici-2016-mutual-fundsand-invest-mgmt-conf.html (“[L]ast August, a computer malfunction at one

financial institution prevented it from calculating accurate net asset values for

hundreds of mutual funds and exchange traded funds. The situation could have

been far worse had the outage persisted.”).

16

See id.

17

See, e.g., ICI FSOC Comment Letter, supra note 5 at 59-61 (discussing key service

providers for funds); see also Compliance Program Rule Adopting Release, supra

note 9 at n.28 (noting that limiting the service providers named in rule 38a-1 did

not lessen a fund’s obligation to consider compliance as part of its decision to

employ other entities, such as pricing services, auditors, and custodians). The staff

recognizes that not all fund service providers provide critical services to a fund.

In determining whether a service provider is critical, fund complexes may wish

to consider the day-to-day operational reliance on the service provider and the

existence of backup processes or multiple providers.

18

We understand that many fund complexes review Service Organization Control

(“SOC”) reports, such as SSAE 16 reports that are prepared by an independent

public accountant in accordance with the American Institute of CPAs’ Auditing

Standards Boards’ Statement on Standards for Attestation Engagements No. 16,

Reporting on Controls at a Service Organization. These reports provide assurances

that the service provider has established a system of internal controls, that the

internal controls are suitably designed to achieve specified objectives, and that

the internal controls are operating effectively. See http://www.aicpa.org/Research/

Standards/AuditAttest/DownloadableDocuments/AT-00801.pdf.

I M G U I D A N C E U P D AT E

19

12

Service provider oversight programs also may include the review of a service

provider’s financial condition and resources, insurance arrangements, and any

indemnification provisions covering the service provider and its activities. See, e.g.,

Board Oversight of Certain Service Providers, Independent Directors Council, Task

Force Report (June 2007) (“IDC Report”) at 4-5, available at https://www.idc.org/

pdf/21229.pdf.

20 Section 15(c) of the Investment Company Act requires fund boards to approve

and renew a fund’s investment advisory agreements and principal underwriting

agreements. We understand that fund boards may consider an adviser’s or principal

underwriter’s BCP in connection with its annual section 15(c) renewal process.

21

See supra note 9 and 10, and accompanying text (discussing rule 38a-1 under the

Investment Company Act).

22 Such reports may include, among other things, periodic updates on progress,

resumption, recovery, and remediation efforts during and after such events.

23 See, e.g., Comment Letter of Securities Industry and Financial Markets Association

(Asset Management Group) and Investment Advisers Association to the FSOC

Notice Seeking Comment on Asset Management Products and Activities (Mar. 25,

2015) at 138 (“Typical business-continuity planning and disaster relief programs

articulate the importance of back-ups and explicitly lay out contingency plans

around service providers.”); The Fund Director in 2016: Keynote Address at the

Mutual Fund Directors Forum 2016 Policy Conference, Chair Mary Jo White (Mar.

29, 2016), available at https://www.sec.gov/news/speech/chair-white-mutual-funddirectors-forum-3-29-16.html (discussing back-up plans and redundancies in the

context of service providers).

24 Our staff recently addressed the importance of cybersecurity for funds and

investment advisers. See Cybersecurity Guidance, IM Guidance Update (Apr. 2015),

available at http://www.sec.gov/investment/im-guidance-2015-02.pdf.

25 Fund boards oversee the activities of their funds, including the hiring and continued

retention of critical service providers, but they are not involved in the day-to-day

management and business activities conducted by the fund complex. Rather, they

rely on the fund’s adviser and other service providers to perform necessary day-today functions on behalf of the fund. See Compliance Program Adopting Release,

supra note 9 at 29 (“Most of the operations of funds are carried out by service

providers….”); IDC Report, supra note 19 at 1 (“Service providers play a significant

role in the day-to-day operations of a fund….”).

I M G U I D A N C E U P D AT E

IM Guidance Updates are recurring publications that summarize the staff’s views

regarding various requirements of the federal securities laws. The Division generally

issues IM Guidance Updates as a result of emerging asset management industry trends,

discussions with industry participants, reviews of registrant disclosures, and no-action

and interpretive requests.

The statements in this IM Guidance Update represent the views of the Division of

Investment Management. This guidance is not a rule, regulation or statement of the

Securities and Exchange Commission. Further, the Commission has neither approved

nor disapproved its content. Future changes in rules, regulations, and/or staff no-action

and interpretive positions may supersede some or all of the guidance in a particular

IM Guidance Update.

The mission of the Securities and Exchange Commission is to protect investors; maintain fair,

orderly, and efficient markets; and facilitate capital formation.

If you have any questions about this IM Guidance Update, please contact:

Andrea Ottomanelli Magovern

Kathleen Joaquin

Investment Company Rulemaking Office

Phone: 202.551.6792

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