On July 16, 2026, the Securities and Exchange Commission (“SEC”) proposed a new rule, Regulation E-Delivery, that would expand the ability of issuers, including registered investment companies, investment advisers, and broker-dealers, to use electronic delivery (“e-delivery”) to satisfy information delivery requirements under the federal securities law.  If adopted as proposed, Regulation E-Delivery would broadly address the e-delivery of “covered information” by “covered entities” to “covered recipients” (each as described further below) and provides the requirements and conditions for the delivery of regulatory information electronically without first obtaining investors’ affirmative consent. The proposed rule is now available for public comment.  Public comments are due by September 21, 2026. Proposed Regulation E-Delivery Currently, many required regulatory disclosures and reports are delivered in paper format, unless the investor or shareholder affirmatively elects otherwise.  The SEC proposed the rule to make e-delivery the default method based on its understanding about investors’ use of and preferences for electronic media and to continue toward a regulatory framework more suitable for the modern era.  If adopted, Regulation E-Delivery would be the SEC’s primary rule addressing e-delivery and would supersede the SEC’s current guidance-based e-delivery framework. As noted above, proposed Regulation E-Delivery would apply to the e-delivery of “covered information” by “covered entities” to “covered recipients.”  The proposing release defines those terms generally as: Covered information: any information required to be delivered to a covered recipient under the federal securities laws. Covered entities: any person that has an obligation to deliver covered information to a covered recipient under the federal securities laws. Covered recipients: any current or prospective customer, client, investor, security holder, counterparty, or similar recipient of information.  The proposed rule does not make any distinction between retail and institutional clients and investors, although the SEC has asked for public comment on this issue. As proposed, Regulation E-Delivery would permit, but not require, covered entities to use e-delivery as the default method of delivery for covered information.  Generally, a covered entity would be able to rely on the proposed rule where: (1) the covered recipient has provided an electronic address; (2) the covered entity has provided a prominent disclosure to the covered recipient that it will send covered information to the electronic address provided; and (3) the covered recipient has not opted out of e-delivery. Under the proposed rule, the permissible method of e-delivery would depend on whether the covered information includes personal financial information (“PFI”).  If covered information does not include PFI, direct delivery to a recipient’s electronic address, either attached or included in the body of an email, would be permitted.  If covered information includes PFI, a covered entity may not deliver this information directly to an electronic address but would instead have to deliver a statement of availability to the recipient’s electronic address, which would include a link to a website where the covered recipient could access the required information. The proposed rule also details other requirements and conditions for satisfying Regulation E-Delivery, including the process for investors to receive paper reports, opt out of e-delivery, and how investors may update their electronic addresses.  The proposed rule also would require covered entities to adopt and implement written policies and procedures reasonably designed to identify and remediate failed e-delivery, which would include detecting an invalid or inoperable electronic address via bounce-backs or other means.  If a failed e-delivery is identified, the covered entity must promptly take reasonable remediation steps. Additional Observations We note the following: The SEC also is proposing to rescind Rule 30e-3 under the Investment Company Act of 1940.  That rule provides alternative methods for registered investment companies to satisfy their shareholder-report-transmission requirements.  The SEC also is proposing to amend certain rules in Regulations 14A and 14C and Rule 14d-5 under the Securities Exchange Act of 1934, which address the dissemination of proxy materials and tender-offer materials. The proposed rules would not change any timing requirements or regulatory deadlines under the federal securities laws, such that, regardless of the e-delivery method used, the covered entity would be required to deliver the covered information no later than the date by which the information is currently required to be delivered. As noted above, the proposed rules would require entities to adopt written policies and procedures to identify and remediate failed e-delivery.  Registered investment companies and investments advisers likely would have to draft and adopt new compliance policies and procedures to account for Regulation E-Delivery, rather than rely on current rules, in order to ensure that they have the ability to take reasonable remediation steps, including obtaining new electronic addresses or delivering the covered information in paper format until the recipient provides a new electronic address. If the rules are adopted as proposed, investors who currently receive regulatory information in paper format would first receive two paper notices if they would be transitioned to e-delivery, with such notices including the ability to opt out of e-delivery.  The first paper notice would need to be delivered at least 180 days before the transition, with a paper follow-up notice delivered at least 30 days before the transition. The range of regulatory disclosures and reports available for electronic delivery under the proposed rule is broad, including prospectuses, annual and semi-annual shareholder reports, proxy statements, Form CRS disclosures, and Form ADV Part 2 brochures.  For a fuller list of covered information, please see Appendix A below. For More Information This Client Alert has been prepared by John Hunt, a Partner, Rachael Schwartz, a Partner, and Mike Davalla, Counsel, in the Investment Management practice group of the international law firm of Sullivan & Worcester LLP.  For more information, Mr. Hunt may be reached in our Boston office by calling +1 (617) 338-2961 or our London office by calling +44 (0)20 7448 1000, or by email at jhunt@sullivanlaw.com; Ms. Schwartz may be reached in our New York office by calling +1 (212) 660-3069 or by email at rschwartz@sullivanlaw.com; Mr. Davalla may be reached in our Boston office by calling +1 (617) 338-2804 or our Washington, D. C. office by calling +1 (202) 775-2200, or by email at mdavalla@sullivanlaw.com. This Client Alert is provided for general informational purposes only and does not constitute legal advice. Appendix A – Covered Information Under the E-Delivery Proposal Type of Covered Entity Type of Covered Information Investment Companies Fund prospectuses Annual and semi-annual shareholder reports Rule 19a-1 notices Proxy statements and information statements Tender offer statements (for applicable investment companies) Investment Advisers Form ADV Part 2 brochures Marketing and testimonial disclosures Agency cross transaction disclosures Custody rule account statement notices Broker-Dealers Trade confirmations Form CRS disclosures Reg S-AM disclosures Other Issuers Issuer prospectuses Annual reports to security holders Proxy statements and information statements Tender offer statements and solicitation/recommendation statements Offering circulars * As noted in the proposing release, the above list is non-exhaustive, as the definition of “covered information” in the proposed rule may include disclosures not listed here but that may be required under, for example, Regulation Best Interest, as well as disclosure that be required of covered entities in the future under applicable laws and regulations.

The SEC has proposed amendments to its current rules under the Securities Act of 1933 (the “Securities Act”) relating to the registration, communication, and offering process for certain business development companies (“BDCs”) and registered closed-end funds (together with BDCs, “Affected Funds”). The proposed amendments would primarily (a) make “Short-Form N-2” available to significantly more exchange-listed Affected Funds, and (b) extend to a larger set of Affected Funds certain benefits currently reserved for Affected Funds that are “well-known seasoned issuers,” including automatic shelf registration and pre-filing and post-filing communication flexibility. These amendments have been proposed concurrently with similar amendments relating to certain operating companies using Form S-3. Sullivan’s client alert on the proposed amendments as they relate to operating company issuers may be found here. The proposed amendments are now available for public comment. Public comments are due July 27, 2026. Proposed Amendments Delayed Shelf Offerings Short-Form N-2 currently allows “seasoned” Affected Funds, when conducting delayed shelf offerings, to omit certain information from their base prospectus and later provide that information in a post-effective amendment or, more commonly, in a subsequent report filed under the Securities Exchange Act of 1934 (the “Exchange Act”)/the Investment Company Act of 1940 (the “1940 Act”) and incorporated by reference into the Affected Fund’s prospectus or statement of additional information. Currently, a seasoned Affected Fund may rely on Short-Form N-2 only if its public float is at least $75,000,000, it has been registered as an “investment company” under the 1940 Act during the immediately preceding 12 calendar months, and it has filed all required Exchange Act/1940 Act reports during that time.  The proposed amendments, if adopted as proposed, would expand eligibility for use of the Short-Form N-2 to a newly created category of issuers, “Eligible Listed Issuers.” An “Eligible Listed Issuer” (which also includes a “Seasoned Eligible Listed Issuer” described more fully below) is an Affected Fund that is exchange-listed and has timely filed all required Exchange Act/1940 Act reports during the preceding 12 calendar months, or for as long as the Affected Fund has been required to file such reports, if shorter. Thus, an Eligible Listed Issuer is not subject to the $75,000,000 float minimum requirement or the 12-month Exchange Act/1940 Act reporting requirement. Shelf-Offerings of Well-Known Seasoned Issuers Affected Funds that currently are “well-known seasoned issuers” (“WKSI”) may take advantage of a more flexible offering process than Affected Funds that are only seasoned Affected Funds. Among other things, a WKSI Affected Fund may register an unspecified amount of different types or classes of securities on an automatic shelf registration statement (i.e., effectively immediately upon filing) without specifying a total dollar amount to be allocated among various types or classes of securities. It also may pay registration filings fees in advance or on a “pay-as-you-go” basis each time there is a takedown from the shelf registration amount. It also may omit certain additional information from its base prospectus and exercise greater flexibility with respect to pre-filing and post-filing communications. Currently, a WKSI Affected Fund must have a public float of at least $700,000,000, it must be current with, and have timely filed, its 1940 Act reports, and it may not be subject to a judicial or administrative order arising out of a government action involving an anti-fraud provision of the federal securities laws. The proposed amendments, if adopted as proposed, would expand the shelf-registration process currently available to WKSI Affected Funds to Seasoned Eligible Listed Issuers, which are Eligible Listed Issuers that have been subject to the Exchange Act/1940 Act reporting requirements for a period of at least 12 months. Some Observations We note the following: The proposed amendments maintain the current offering framework for unlisted closed-end funds and BDCs, that is, most interval funds, tender-offer funds, and non-traded BDCs. Those types of funds rely on rules specific to those fund types that are intended to accommodate their offering structures. The SEC notes that unlisted closed-end funds and BDCs currently benefit from self-registration provisions similar to the provisions of the proposed amendments applicable to Affected Funds. The proposed amendments would preempt state securities law registration and qualification requirements for all registered offerings, not just registered offerings of listed securities or registered offerings of investment company securities. Thus, registered offerings of unlisted securities, such as shares of unlisted BDCs, will be exempt from state securities law registration and qualification requirements as “covered securities,” provided that they are sold to “qualified purchasers.” As proposed, a “qualified purchaser” is any person to whom securities are offered or sold pursuant to an offering registered under the Securities Act. As part of the proposing release, the SEC also requested industry comments on a number of issues, including whether the proposed expansion of access to the Short-Form N-2 is appropriate and whether additional categories of funds should be permitted to pay registration fees on annual net basis as under Rule 24f-2 (which applies to mutual funds, ETFs and interval funds). For More Information This Client Alert has been prepared by John Hunt, Partner, and Mike Davalla, Counsel, in the Investment Management practice group of the international law firm of Sullivan & Worcester LLP. Please sign up here if you would like to be one of the first to receive Sullivan’s Investment Management client alerts.  For more information about this alert or Sullivan’s Investment Management practice group, please contact Mr. Hunt, who may be reached in our Boston office by calling +1 (617) 338-2961, our London office by calling +44 (0)20 7448 1000, or by email at jhunt@sullivanlaw.com. Mr. Davalla may be reached in our Boston office by calling +1 (617) 338-2804 or our Washington, D. C. office by calling +1 (202) 775-2200, or by email at mdavalla@sullivanlaw.com. For more information on all legal services offered by Sullivan, please visit us at www.sullivanlaw.com. This Client Alert is provided for general informational purposes only and does not constitute legal advice.