Overview On December 3, 2020, the Securities and Exchange Commission (the SEC) adopted new rule 2a-5 (Rule 2a-5) under the Investment Company Act of 1940, as amended (the 1940 Act), which establishes a framework for fund valuation practices and clarifies how the board of directors (the Board) of a fund can satisfy its valuation obligations under the 1940 Act. The SEC also adopted new rule 31a-4 (Rule 31a-4, and together with Rule 2a-5, the Final Rules), which provides certain recordkeeping requirements associated with fair value determinations. The Final Rules were initially proposed in April 2020 (the Proposed Rule) and, as described below, the SEC adopted the Final Rules with certain modifications to the Proposed Rule.