SEC Division of Investment Management staff letter: Investment Company Institute

March 26, 2020
Ms. Dalia Blass
Director – Division of Investment Management
Ms. Sarah ten Siethoff
Associate Director – Division of Investment Management Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Request for No-Action Relief for Affiliated Purchases of Debt Securities from Registered Open-End Investment Companies Dear Ms. Blass and Ms. ten Siethoff:
The Investment Company Institute1 seeks assurances from the staff of the Division of Investment Management (the “Staff”) that it will not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) against any registered open-end investment company that does not hold itself out as a money market fund and is not an exchange-traded fund (each, a “Fund”) under Section 17(a) of the U.S. Investment Company Act of 1940 (the “Act”), if an affiliated person (as defined in Section 2(a)(3) of the Act) of the Fund (or any affiliated person of such affiliated person) (each, a “Purchaser”) that is not a registered investment company purchases debt securities from the Fund, in general accordance with the requirements of Rule 17a-9(b) under the Act, as though the rule applied to Funds, and under the circumstances and subject to the conditions described below (the “Affiliated Purchases”). We are requesting this relief because of the significant securities market disruptions caused by outbreaks of the coronavirus disease (COVID-19), which was declared a national emergency by the U.S. Government, and are requesting this relief for only so long as this national emergency persists. Background Rule 17a-9 under the Act provides an exemption from the prohibitions under Section 17(a) to permit affiliated persons of a money market fund (or affiliated persons of such persons) to purchase securities from the money market fund. In 2010, in adopting amendments to Rule 17a-9, the