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e-CFR data is current as of August 6, 2020

Amendment


17 CFR--PART 230

View Printed Federal Register page 85 FR 33353 in PDF format.

Amendment(s) published June 1, 2020, in 85 FR 33353

Effective Dates: Aug. 1, 2020

14. Amend §230.405 by:

a. Revising the definition of “Automatic shelf registration statement”;

b. Adding the definition for “Exchange-traded vehicle security” in alphabetical order;

c. In the definition of “Ineligible issuer”:

i. Revising paragraph (1)(i);

ii. In paragraph (1)(vii), removing the word “or” at the end of the paragraph;

iii. In paragraph (1)(viii), removing the period and adding in its place “; or”; and

iv. Adding paragraph (1)(ix);

d. Adding the definition for “Registered closed-end investment company” in alphabetical order; and

e. In the definition “Well-known seasoned issuer”, revising paragraphs (1)(i) introductory text, (1)(i)(B)(2), (1)(v), and (2)(iii).

The additions and revisions read as follows:

§230.405   Definitions of terms.

*   *   *   *   *

Automatic shelf registration statement. The term automatic shelf registration statement means a registration statement filed on Form S-3, Form F-3, or Form N-2 (§239.13, §239.33, or §§239.14 and 274.11a-1 of this chapter) by a well-known seasoned issuer pursuant to General Instruction I.D. of Form S-3, General Instruction I.C. of Form F-3, or General Instruction B of Form N-2.

*   *   *   *   *

Exchange-traded vehicle security. The term exchange-traded vehicle security means a security:

(1) Of an issuer:

(i) That is not a registered investment company under the Investment Company Act of 1940; and

(ii) The assets of which consist primarily of commodities, currencies, or derivative instruments that reference commodities or currencies, or interests in the foregoing;

(2) Offered or sold in a registered offering on a continuous basis pursuant to §230.415 (Rule 415) by or on behalf of the issuer;

(3) Of a class of securities that is listed for trading on a national securities exchange at or immediately after the time of effectiveness of the registration statement; and

(4) Which is able to be purchased or redeemed, subject to conditions or limitations as described in the registration statement for the offering of such security, by the issuer for a ratable share of the issuer's assets (or the cash equivalent thereof) at their net asset value each business day.

*   *   *   *   *

Ineligible issuer. (1) *  *  *

(i) Any issuer that is required to file reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) or section 30 of the Investment Company Act of 1940 (15 U.S.C. 80a-29) that has not filed all reports and other materials required to be filed during the preceding 12 months (or for such shorter period that the issuer was required to file such reports pursuant to sections 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940), other than reports on Form 8-K (§249.308 of this chapter) required solely pursuant to an item specified in General Instruction I.A.3(b) of Form S-3 (§239.13 of this chapter) or General Instruction A.2.a of Form N-2 (§§239.14 and 274.11a-1 of this chapter) (or in the case of an asset-backed issuer, to the extent the depositor or any issuing entity previously established, directly or indirectly, by the depositor (as such terms are defined in §229.1101 of this chapter (Item 1101 of Regulation AB) are or were at any time during the preceding 12 calendar months required to file reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 with respect to a class of asset-backed securities involving the same asset class, such depositor and each such issuing entity must have filed all reports and other material required to be filed for such period (or such shorter period that each such entity was required to file such reports), other than reports on Form 8-K required solely pursuant to an item specified in General Instruction I.A.2 of Form SF-3);

*   *   *   *   *

(ix) In the case of an issuer that is a registered closed-end investment company or a business development company, within the past three years any person or entity that at the time was an investment adviser to the issuer, including any sub-adviser, was made the subject of any judicial or administrative decree or order arising out of a governmental action that determines that the investment adviser aided, abetted or caused the issuer to have violated the anti-fraud provisions of the Federal securities laws.

*   *   *   *   *

Registered closed-end investment company. The term registered closed-end investment company means a closed-end company, as defined in section 5(a)(2) of the Investment Company Act of 1940 (15 U.S.C. 80a-5(a)(2)), that is registered under the Investment Company Act.

*   *   *   *   *

Well-known seasoned issuer. *  *  *

(1)(i) Meets all the registrant requirements of General Instruction I.A. of Form S-3 or Form F-3 (§239.13 or §239.33 of this chapter), or General Instructions A.2.a and A.2.b of Form N-2 (§§239.14 and 274.11a-1 of this chapter) and either:

*   *   *   *   *

(B) *  *  *

(2) Will register only non-convertible securities, other than common equity, and full and unconditional guarantees permitted pursuant to paragraph (1)(ii) of this definition unless, at the determination date, the issuer also is eligible to register a primary offering of its securities relying on General Instruction I.B.1. of Form S-3 or Form F-3 or is eligible to register a primary offering described in General Instruction I.B.1. of Form S-3 relying on General Instruction A.2 of Form N-2.

*   *   *   *   *

(v) Is not an investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), other than a registered closed-end investment company.

(2) *  *  *

(iii) In the event that the issuer has not filed a shelf registration statement or amended a shelf registration statement for purposes of complying with section 10(a)(3) of the Act for sixteen months, the time of filing of the issuer's most recent annual report on Form 10-K (§249.310 of this chapter), Form 20-F (§249.220f of this chapter), or Form N-CSR (§§249.331 and 274.128 of this chapter) (or if such report has not been filed by its due date, such due date).

*   *   *   *   *

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