On October 12, 2018, the Securities and Exchange Commission’s Division of Investment Management issued a no-action letter permitting a fund’s board of directors (“Board”) to rely upon quarterly compliance certifications from the fund’s chief compliance officer (“CCO”) that address the fund’s compliance when the fund is engaging in certain affiliate transactions under the Investment Company Act of 1940, as amended (the “1940 Act”), instead of requiring the Board to itself determine compliance. Funds permitted to rely on the no-action relief include both registered investment companies and business development companies. The no-action relief is limited to the CCO making a determination of whether a particular transaction that is exempt pursuant to Rule 10f-3 (exempts certain securities purchases by an affiliated underwriting syndicate), Rule 17a-7 (exempts certain cross trade transactions between affiliated entities) or Rule 17e-1 (exempts certain affiliated broker’s commissions) of the 1940 Act complied with the procedures previously adopted by the Board. This relief allows the Board to avoid duplicating certain functions more appropriately performed by, or under the supervision of, the CCO and instead focus on an oversight role.
A copy of the no-action letter can be found using the below link:
https://www.sec.gov/divisions/investment/noaction/2018/independent-directors-council-101218.htm