On September 29, 2026, the staff of the U.S. Securities and Exchange Commission (the “SEC”) Division of Investment Management (the “Staff”) issued a no-action letter to the Mutual Fund Directors Forum stating that it would not recommend enforcement action under Rules 14a-3(a), 14a-4(d)(2), 14a-4(d)(3), 14a-4(f), 14a-6(o), 14a-10, and 14a-12(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or that elects to be regulated as a business development company under the Investment Company Act, or, as applicable, a separate series thereof (each, a “fund”) implements a directed shareholder voting program (the “Directed Voting Program”). Under a Directed Voting Program, a shareholder could voluntarily provide a revocable standing voting instruction directing that its shares be voted in accordance with the recommendations approved by a fund’s board, including unanimous approval by the fund’s independent directors, subject to a number of structural protections. The Directed Voting Program must be (i) approved by the fund’s board, including unanimous approval by the independent directors, and (ii) subjected to periodic board review and reapproval at least every three years that such program continues to be in the best interests of Fund shareholders. The Directed Voting Program would not apply to contested director elections and changes to the fund’s investment advisory agreement with its primary adviser that requires a shareholder vote. Shareholders participating in a Directed Voting Program must also be given the ability to exclude from their standing voting instructions votes on: (1) fund mergers that require shareholder approval under the Investment Company Act, applicable state law, applicable exchange listing requirements or the fund’s organizational documents and (2) proposals to adopt or increase fees paid under a Rule 12b-1 plan. A  fund would file with the SEC material describing the Directed Voting Program under cover of Schedule 14A and would subsequently file any material changes to the Program in the same manner. Participation in the Directed Voting Program must be available to all retail shareholders at no cost and must be voluntary. Shareholders participating in the Directed Voting Program would retain the ability to override the standing instructions by using the proxy material received for a particular meeting. A fund would have full disclosure of the Directed Voting Program on its website and through prominent disclosure in the relevant proxy statement. Annually, participating shareholders would receive a reminder of their opt-in status and selection.  This reminder would not be sent at a time when there is a proxy in progress.  The no-action relief may offer fund complexes a potential means of reducing proxy solicitation expenses and increasing voting participation by permitting shareholders to provide standing voting instructions for certain types of matters, thereby helping funds avoid the delays, costs, and logistical challenges frequently associated with obtaining shareholder approval.  * * * * * * * * If you would like further information regarding the issues discussed in this Client Alert or related matters, please contact the lawyer at Sullivan & Worcester LLP with whom you regularly consult, or any of the lawyers listed above. This Client Alert is provided for general informational purposes only and does not constitute legal advice.

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.