This article discusses the amendments adopted by the US Securities and Exchange Commission (“SEC”) in 2020 that modernize the offering related provisions of the Securities Act of 1933, as amended (“Securities Act”), and the communications safe harbors available to business development companies (“BDCs”) and closed-end funds (“CEFs”), including interval funds but excluding open-end funds, exchange-traded funds, and unit investment trusts. This piece also discusses the accompanying amendments to Form N-2. The SEC was required to undertake rulemaking with respect to BDCs by the Small Business Credit Availability Act, and to undertake rulemaking with respect to CEFs by the Economic Growth, Regulatory Relief and Consumer Protection Act. The new rules now generally allow BDCs and CEFs to benefit from the same securities offering and communication rules that were already available to operating companies.
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