Since the last issue of our IM Update, we have also published the following separate Alerts of interest to the investment management industry:

U.S. Banking Regulators Finalize Minimum Margin Requirements for Uncleared Swaps

November 2, 2015

On October 22, 2015, U.S. federal banking regulators jointly adopted final rules establishing minimum margin and capital requirements for uncleared swaps and uncleared security-based swaps executed by registered swap dealers, major swap participants, security-based swap dealers and major security-based swap participants for which there is a prudential regulator (“swap entities”).

While the margin rules do not apply directly to buy-side entities, they will have a material impact on buy-side entities that use uncleared derivatives. They will impose minimum margin requirements on derivatives transactions between buy-side entities and swap entities and may increase the amount of margin buy-side entities are required to provide. They will impose regulatory requirements on the timing of transferring margin, which will accelerate the current margin process for many buy-side entities. They will also effectively require changes to typical derivatives margin documentation, including the ISDA Credit Support Annex.

SEC Issues Staff Legal Bulletin Outlining the Scope of the “Directly Conflicts” Exclusion under Rule 14a-8 and Providing Guidance on the Staff’s Interpretation of the Ordinary Business Exclusion

October 26, 2015

On October 22, 2015, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14H, in which it provides guidance on two key issues surrounding the exclusion of shareholder proposals under Rule 14a-8: (i) the scope and application of Rule 14a-8(i)(9), regarding shareholder proposals that conflict with a company’s own proposal and (ii) the scope and application of Rule 14a-8(i)(7), regarding shareholder proposals that deal with matters relating to a company’s ordinary business operations. In each case these rules and interpretations also apply to registered investment companies.