Coming Soon: Structural Data Requirements for Investment Firms | Eversheds Sutherland (USA) LLP

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On April 8, 2020, the Securities and Exchange Commission (the SEC) adopted rule changes to require business development companies (BDCs) and closed-end funds to be registered under the Investment Company Act (registered CEFs and, with BDCs, relevant funds) comply with certain structured data and Inline XBRL requirements. Once in effect, the rule changes will require:

  • BDCs must submit financial statement information using Inline XBRL format1
  • Relevant funds must include structured cover page information in their registration statements on Form N-2 using Inline XBRL format2 and to mark the following prospectus items using Inline XBRL format in registration statements or post-effective amendments filed on Form N-2, any form of prospectus filed under Rule 424 under the statute on securities and any report of the law on stock exchanges or the law on investment companies:
    • table of fees and expenses
    • senior title chart
    • investment objectives and policies
    • certain risk factors
    • share price data
    • share capital, long-term debt and other securities3
  • Filings on Form 24F-2, which are filed by Interval Funds deemed to have registered an indefinite number of securities, must be submitted in eXtensible Markup Language format.

Reminder of effective dates

Structured data reporting requirements will come into effect as follows:

  • Relevant funds eligible for filing under General Instruction A.2 of Form N-2 (often referred to as Short Form N-2) must comply with the Inline XBRL Structured Data Requirements for Financial Statements, Cover Page of the registration statement and certain prospectus information by August 1, 2022
  • All other relevant Funds must comply with February 1, 2023

Relevant funds are requested to start planning. Relevant Funds should consider the extent to which current systems, either within the relevant Fund or at service providers, will be able to meet the new structured data requirements and whether these systems will need to be modified or expanded to accommodate them. Comply with new structured data requirements.

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1 Regulation SK Section 601(b)(101)(i) previously excluded all registrants who prepare financial statements in accordance with Regulation SX Section 6 (that is to say, BDC and CEF registered) of the Inline XBRL financial statement markup requirements. The amended section 601(b)(101)(i)-(ii) of the SK regulations excludes only registered CEFs from the labeling requirement.

2 General Instruction I of the amended Form N-2 will require the relevant funds to mark all data points that appear on the cover page of the Form N-2, except for the listing fee calculation table, using the Inline XBRL format.

3 See General Instruction I.2 and I.3 of Form N-2. The funds concerned will have to submit “interactive data files” (that is to say, machine-readable computer code that presents information in XBRL format) as follows: (i) for any registration statement and any post-effective amendment, interactive data files must be filed either concurrently with the filing, or as part of a subsequent amendment that is filed on or before the effective date of the registration statement or post-effective amendment containing the related information; (ii) for any Prospectus filed pursuant to Rule 424, the Interactive Data Files must be submitted concurrently with the filing; and (iii) for any Exchange Act or Investment Company Act report, as applicable, that a relevant fund files a registration statement on Form N-2 in accordance with Policy Statement A.2 (often referred to as Short Form N -2), Interactive data files must be submitted at the same time as the deposit.

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