H.R. 4279 directs the Securities and Exchange Commission (SEC) to amend its rules to enable closed-end funds that meet certain requirements to be considered “well-known seasoned issuers” (WKSIs) and to conform the filing and offering regulations for closed-end funds to those of traditional operating companies—which will simplify the registration process and enable these funds to more easily provide information to investors.
Closed-end funds are types of investment companies whose shares are listed on a stock exchange or are traded in the over-the-counter market. A registered closed-end fund is created by issuing a fixed number of common shares to investors during an initial public offering. Closed-end funds are important retirement savings and investment vehicles for retail investors. They can enhance income and cash flow and help promote job creation, research and development, and economic growth by serving as a long-term source of capital for operating companies. Over the last several years, the number of closed-end funds has steadily declined.
Registered closed-end funds are comprehensively regulated under the Investment Company Act of 1940, other federal securities laws, and related SEC regulations. The Investment Company Act restricts, among other things, a closed-end fund’s ability to use leverage and engage in affiliated transactions, and it imposes strict requirements on custody, diversification, and transparency of fund assets. Registered closed-end funds also must have a board of directors that consists of at least a majority of directors who are independent of the fund’s manager overseeing the management of the fund. Registered closed-end funds also must have a chief compliance officer that oversees the day-to-day operations of the fund under a board-approved fund compliance program and policies.
Since the SEC adopted its 2005 offering reforms for traditional operating companies, the SEC has had more than 12 years to consider a parallel framework for closed-end funds, but has not done so. H.R. 4279 would direct the SEC to draft rules as appropriate to permit closed-end funds to take advantage of the 2005 offering reforms. By simplifying the closed-end fund offering process and liberalizing existing restrictions on communications, the legislation would reduce unnecessary regulatory burdens that raise costs for investors. In turn, this would enhance the ability of closed-end funds to act as a source of financing in the economy.