Keywords: SEC, money market fund, MMF, Rule 2a-7
On July 23, 2014, the US Securities and Exchange Commission ("SEC") by a 3-2 vote, adopted amendments to Rule 2a-7 under the Investment Company Act of 1940 ("1940 Act"), as amended ("Rule 2a-7" or the "Rule").1 Rule 2a-7 imposes quality, liquidity, and other requirements on any registered open-end management investment company that holds itself out to the public as a money market fund ("MMF"). Compliance with the various provisions of the amended Rule will be phased in over the next two years.
The amendments adopted in July are a continuation of the SEC's efforts to better address liquidity and other related risks experienced by certain MMFs during times of stress (such as, for example, significant market events like the 2008 financial crisis, the subsequent 2011 Eurozone sovereign debt crisis, and the 2013 US Government debt ceiling impasse).2 Although the SEC adopted amendments to the Rule in 2010, in which additional portfolio quality and liquidity restrictions were placed on MMFs, the SEC, in the Adopting Release, stated that the latest set of amendments are "designed to address [MMFs'] susceptibility to heavy redemptions in times of stress, improve their ability to manage and mitigate potential contagion from such redemptions, and increase the transparency of their risks, while preserving, as much as possible, their benefits."3
The 2014 amendments, the proposed version of which received over 1,400 comments, include a number of provisions:
- Requiring institutional non-government MMFs to sell and redeem their shares based on the current market-based value of their portfolio securities (a so-called "floating" net asset value ("NAV"));
- Allowing (or sometimes requiring) MMFs to impose liquidity fees or to temporarily suspend redemptions (so called "redemption gates");
- Providing valuation guidance for all registered funds, not just MMFs;
- Imposing new disclosure requirements on MMFs and certain large unregistered liquidity funds;
- Revising the Rule's diversification and stress testing requirements;
- Clarifying certain 2010 amendments to the Rule; and
- Proposing the removal of references to credit ratings and certain amendments to the Rule's issuer diversification provisions.
New Floating NAV for Institutional MMFs
(Compliance Date: October 14, 2016)
The 2014 amendments to the Rule require MMFs that are neither "government" MMFs nor "retail" MMFs (i.e., MMFs that are either institutional prime or institutional municipal MMFs) to value their portfolio securities using market-based factors and to transact purchases and redemptions of their shares based on a floating NAV (rather than at a stable $1.00 NAV per share, using either the penny rounding method and/or the amortized cost method set out in the Rule).
A floating NAV must be calculated by rounding to the fourth decimal place in the case of an MMF with a $1.0000 share price (i.e., basis point rounding is to the nearest 1/100th of 1%) or an equivalent or more precise level of accuracy for MMFs with a different share price.4 This is a change from the current penny rounding standard (i.e., to the nearest 1%, or two decimal places for an MMF with a $1.00 share price). MMFs using a floating NAV may continue to hold themselves out as "money market funds."
An MMF that does not fall under either the definition of a retail MMF or a government MMF (i.e., an institutional prime or institutional municipal MMF) is subject to the new floating NAV requirement. MMFs that qualify as either government or retail MMFs can continue to use penny rounding or amortized cost.
A "government" MMF is defined as any MMF that invests 99.5% or more of its total assets in cash, government securities (as defined in the 1940 Act), and/or repurchase agreements that are "collateralized fully" by government securities or cash.5
A "retail" MMF is defined as an MMF that has policies and procedures reasonably designed to limit all beneficial owners to natural persons.6 A retail MMF can be any type of MMF (e.g., a municipal/tax-exempt or government MMF). The SEC expects retail MMFs to review periodically the adequacy of such policies and procedures and the effectiveness of their implementation.7 The SEC believes that most MMFs will use social security numbers as part of their compliance process to limit beneficial ownership to natural persons, as institutional investors are not issued social security numbers.8 The SEC stated that social security numbers are almost always obtained as part of the account-opening process (for natural persons) and are included in MMF transfer agent and intermediary records. In addition, financial intermediaries using omnibus account registrations obtain social security numbers for natural persons as part of the account-opening process and compliance, which will enable the intermediaries (and thus the MMF) to distinguish between retail and institutional investors. Often, MMFs and financial intermediaries collect social security numbers as part of "know your customer" and similar anti-money laundering procedures.9 The SEC noted that an MMF may require (as a matter of doing business) that its financial intermediaries implement policies related to qualification as a retail MMF.10
The SEC also expects that an MMF that intends to qualify as a retail MMF would disclose in its prospectus that it limits investments to accounts beneficially owned by natural persons.11
Rationale for Institutional MMFs – The SEC adopted a floating NAV requirement for institutional MMFs because it believes that institutional shareholders often respond more quickly than retail shareholders to potential market stresses, giving institutional shareholders "first mover advantage" in a stable $1.00 NAV per share MMF, where the shareholders who redeem first in a period of heavy redemptions can avoid the share dilution effects from the market and liquidity losses that non-redeeming shareholders face.12 Further, because institutional MMFs are required to adopt a floating NAV, they must use the basis point rounding convention.13 The SEC believes that basis point rounding should better highlight for investors the greater risks involved in institutional MMFs as compared to government MMFs, by regularly showing market gains and losses in the institutional MMF's portfolio.14
Rationale for Government and Retail MMFs – The SEC said that it did not apply the floating NAV requirement to government MMFs because, among other things, government MMFs historically have experienced inflows, rather than outflows, in times of stress, and the assets in such MMFs tend to appreciate in value in times of stress rather than depreciate (most likely due to the flight to quality investments).15 Regarding retail MMFs, the SEC stated that retail investors historically have behaved differently from institutional investors in a crisis and were less likely to make large redemptions quickly in response to the first sign of market stress.16 However, retail MMFs will still have the ability to impose liquidity fees and redemption gates (discussed below) and will be required to include additional disclosures in their prospectuses and statements of additional information ("SAIs") to warn retail investors about relevant risks.17
Rationale for Municipal MMFs (Tax- Exempt MMFs) – As mentioned above, the amended Rule requires municipal (or tax-exempt) MMFs to transact purchases and redemptions at a floating NAV unless the MMF meets the definition of a retail MMF (if so, it would be permitted to use the amortized cost method and/or penny rounding method of pricing).18 While the SEC in the Adopting Release noted that many municipal MMFs may qualify under the definition of retail MMFs (and thus will be able to price at a stable $1.00 NAV by restricting beneficial owners to natural persons), the SEC stated that there are some municipal MMFs that self classify as institutional MMFs or have beneficial owners that are institutional investors.19 As such, the SEC stated that tax-exempt (municipal) MMFs should be subject to the floating NAV provisions.20
Tax Implications of a Floating NAV – In July 2014, the US Treasury Department and the Internal Revenue Service ("IRS") proposed new regulations to allow investors in floating NAV MMFs to use a simplified tax accounting method for tracking gains and losses.21 The proposed regulations will eliminate the requirement that investors, for tax reporting purposes, track individual share purchase and redemption transactions for MMFs with floating NAVs.22 Instead, investors can use their account statements from the MMFs (information that is routinely provided to them for non-tax purposes) to determine their net gain or loss (which is calculated by the increase/decrease in the value of the investor's shares during a period minus the net investment in those holdings).23 Further, the IRS, the US Treasury Department, and the SEC recognized that because many MMF investors automatically reinvest their dividends (which are often paid monthly), virtually all redemptions by these investors would be within 30 days of a dividend reinvestment (i.e., a purchase) and subject to the IRS wash sale rule.24 In response, the IRS released a new revenue procedure that exempts, from the IRS wash sale rule, dispositions of shares in any floating NAV MMF.25
Proposed Rule 10b-10 Exemptive Relief – The SEC stated that broker-dealers can no longer rely on the current exception under Rule 10b-10(b) of the Securities Exchange Act of 1934 for transactions in shares of floating NAV MMFs.26 Absent exemptive relief, broker-dealers must provide immediate confirmations for all such transactions. To address this situation, the SEC issued a contemporaneous release that requested comment on a proposed order that would grant exemptive relief under certain circumstances from Rule 10b-10's immediate confirmation delivery requirements for transactions effected in shares of floating NAV MMFs.27 As of the publication of this Legal Update, the SEC has yet to finalize the proposal for exemptive relief.
Liquidity Fees and Redemption Gates
(Compliance Date: October 14, 2016)
The Rule amendments allow (and sometimes require) non-government MMFs to impose liquidity fees and redemption gates under certain circumstances. Government MMFs are not obligated to impose liquidity fees or redemption gates, but are permitted to impose such restrictions, provided they disclose their authority to do so in the prospectus and comply with the liquidity fee and redemption gate parameters in the amended Rule.28
In the Adopting Release, the SEC explained that liquidity fees and redemption gates are designed to be tools that MMFs can use to manage the threat of high redemptions during periods of stress.29 Liquidity fees are intended to provide MMF shareholders continued access to their investments while also reducing the incentives for those shareholders to redeem their shares.30 The SEC suggested that MMFs could use liquidity fees and redemption gates strategically, balancing the benefits and costs of these tools by, for example, choosing to first impose a liquidity fee and then, if needed, imposing a redemption gate.31 Fees and gates can be imposed by an MMF at any time during the day.32 In addition, MMFs are not required to impose liquidity fees on net redemptions; instead liquidity fees apply to each redemption separately.33
Discretionary Liquidity Fees – Under the amended Rule 2a-7(c)(2)(i), any type of MMF is permitted to impose a discretionary liquidity fee of up to 2% on all redemptions if the MMF's weekly liquid assets fall below the minimum amount required by the Rule, which is 30% of total assets.34 To impose a discretionary liquidity fee, the MMF's board of directors (the "Board"), including a majority of the independent directors, must determine that the fee is in the MMF's best interests.35 Once imposed, a discretionary liquidity fee will remain in effect until: (i) the Board, including a majority of the independent directors, determines that the fee is no longer in the MMF's best interests; or (ii) the next business day after the MMF's weekly liquid assets reach the required 30% minimum, whichever occurs first.36
Mandatory Liquidity Fees – A nongovernment MMF is required to impose a liquidity fee of 1% on all redemptions if the MMF's weekly liquid assets fall below 10%,37 unless the Board, including a majority of the independent directors determines that the 1% fee is not in the MMF's best interests (in which case no fee would be imposed), or that a lower or higher (up to 2%) liquidity fee is in the MMF's best interests (in which case the Board-approved fee would be imposed).38
Discretionary Redemption Gates – Similar to discretionary liquidity fees, any type of MMF is permitted to temporarily suspend redemptions (i.e., impose a "redemption gate") if the MMF's weekly liquid assets fall below 30% of its total assets.39 To impose a redemption gate, the Board, including a majority of the independent directors, must determine that the redemption gate is in the MMF's best interests.40 A redemption gate must be lifted on the earlier of: (i) the 10th business day after the gate is imposed; (ii) the next business day after the MMF's weekly liquid assets return to the required 30% minimum;41 or (iii) the date on which the Board, including a majority of the independent directors, determines that the gate is no longer in the MMF's best interests.42 However, an MMF may not impose a redemption gate for more than 10 business days in any rolling 90-calendar day period.43
Board Determinations Regarding Liquidity Fees and Redemption Gates – The amended Rule requires the Board to make "best interests" determinations with respect to liquidity fees and redemption gates. In the Adopting Release, the SEC declined to provide a definitive set of factors that Boards must consider when making these determinations, stating that "a fund board should consider any factors it deems appropriate when determining whether fees and/or gates are in the best interests of a fund."44 However, the SEC did provide some guidance on what Boards may want to consider when making these determinations,45 and offered the following factors:
- The reason(s) why the MMF's weekly liquid assets have fallen (e.g., market factors or unrelated shareholder redemptions);
- The MMF's liquidity profile and expectations as to how that profile might change in the immediate future, including any expectations as to how quickly the MMF's liquidity may decline and whether the drop in weekly liquid assets is likely to be very short-term (e.g., the Board should ask, "Will the decline in weekly liquid assets be cured in the next day or two when securities currently held in the [MMF]'s portfolio qualify as weekly liquid assets?");
- For retail and government MMFs (i.e., stable NAV MMFs), whether the fall in weekly liquid assets has been accompanied by a decline in the MMF's shadow price (similarly, a floating NAV MMF's Board may wish to consider any drops in the MMF's NAV);
- The make-up of the MMF's shareholder base and previous shareholder redemption patterns; and/or
- The MMF's experience, if any, with the imposition of fees and/or gates in the past.46
Some commenters proposed that Boards should be permitted to reasonably determine and commit themselves in advance to a policy not to allow a fee or gate to ever be imposed on an MMF. The SEC disagreed with this. It believes that a blanket decision on the part of a Board not to impose fees or gates, without any knowledge or consideration of the particular circumstances of an MMF at a given time, would be flatly inconsistent with the fees and gates amendments. The SEC said that when an MMF falls below 10% weekly liquid assets, its liquidity is sufficiently stressed that the Board should be required to consider, based on the facts and circumstances at that time, what, if any, action should be taken to address the MMF's liquidity.
Omnibus Relationships – The SEC expects MMFs to use their contractual relationships with financial intermediaries to impose liquidity fees on beneficial owners holding shares through omnibus accounts, much like other registered funds do with respect to redemption fees that are designed to prevent market timing.47 Some MMFs may seek certifications or other assurances that these intermediaries and service providers will apply any liquidity fees to the beneficial owners, and otherwise may need to engage in certain communications with intermediaries and others regarding liquidity fees.48
Valuation Guidance for All Registered Funds
Use of Amortized Cost – Noting that retail and government MMFs may still utilize the amortized cost and/or penny rounding pricing methods to maintain a stable $1.00 NAV, the SEC provided valuation guidance regarding any registered fund's use of amortized cost when valuing debt securities with remaining maturities of 60 days or less ("short-term debt securities").49 According to the SEC, a registered fund may only use the amortized cost method to value a short-term debt security when it can reasonably conclude, each time it makes a valuation determination, that the amortized cost value of the security is approximately the same as the fair value of the security as determined without the use of amortized cost valuation.50 The SEC believed that existing credit, liquidity, or interest rate conditions in the relevant markets and issuer specific circumstances at each such time should be taken into account, and that each registered fund should have readily available market-based data to assist it in monitoring any potential deviation between a security's amortized cost and fair value determined using market-based factors.51 In this regard, the SEC stated that a registered fund's policies and procedures could be designed to ensure that the registered fund's adviser is actively monitoring both market- and issuer-specific developments that may indicate that the market-based fair value of a short-term debt security has changed during the day, and therefore indicate that the use of amortized cost valuation for that security may no longer be appropriate.52
Use of Matrix Pricing for Thinly-Traded Debt Securities – The SEC also provided guidance regarding any registered fund's use of "mark-to-model" or "matrix pricing" estimates from pricing services for portfolio securities that do not have readily available market quotations (i.e., thinly-traded debt securities).53 The SEC stated that while registered funds may consider such model and matrix pricing estimates when fair valuing a thinly-traded debt security, they must still take into account "market conditions existing at the time." The SEC also stated that registered funds should not fair value thinly-traded debt securities "at par or amortized cost based on the expectation that the [registered] funds will hold those securities until maturity, if the funds could not reasonably expect to receive approximately that value upon the current sale of those securities under current market conditions."54
Use of Matrix and Other Evaluated Prices Generally – The SEC also provided guidance regarding any registered fund's use of evaluated prices (i.e., matrix or model-based pricing from pricing services) to help determine the fair value of portfolio securities that do not have readily available market quotations (i.e., thinly-traded debt securities).55 Evaluated prices are prices that are provided by third-party vendors and, generally, are determined by taking into account the inputs used for matrix pricing (e.g., pricing of new issues, yield curve information, spreads, and prices of similar securities), as well as the prices quoted from market makers in these instruments and from financial models.56 According to the SEC, evaluated prices provided by pricing services are not, by themselves, "readily available" market quotations or fair values as determined in good faith by the Board.57 The SEC generally noted that a Board should have a good faith basis for believing that evaluated prices reflect the portfolio asset's current value.58 The SEC recommended that Boards consider the inputs, methods, models, and assumptions used by pricing services to calculate evaluated prices, and how those inputs, methods, models, and assumptions are affected (if at all) as market conditions change.59 Specifically, the SEC suggested that Boards consider, among other things: (i) the quality of the evaluated prices provided by the pricing service; (ii) the chronological proximity between when the pricing service determines its evaluated prices and the registered fund calculates its net asset value; and, more generally (iii) the appropriateness of using evaluated prices provided by pricing services as the fair values of the registered fund's portfolio securities (e.g., where the Board does not have a good faith basis for believing that the pricing service's pricing methodologies produce evaluated prices that reflect what the registered fund could reasonably expect to obtain for the securities in a current sale under current market conditions).60
Amendments to Rule 22e-3
The SEC also revised Rule 22e-3 to align it with amended Rule 2a-7.61 Under the prior version of Rule 22e-3, MMFs were permitted to permanently suspend redemptions and liquidate if the MMF's Board determined that the deviation between the MMF's amortized cost price per share and its market-based NAV per share might result in material dilution or unfair results to investors or existing shareholders (i.e., it has broken the buck or is about to "break the buck").62 In the Adopting Release, the SEC made two significant revisions to Rule 22e-3.
First, stable NAV MMFs (i.e., retail and government MMFs) and floating NAV MMFs are permitted (but not required) to permanently suspend redemptions and liquidate if their level of weekly liquid assets falls below 10% of total assets.63 Second, only a stable NAV MMF can continue to be able to invoke Rule 22e-3's exemption if the MMF has broken the buck or is about to "break the buck."64 Thus, under amended Rule 22e-3, an MMF may suspend redemptions and payments of redemption proceeds, if:
- The MMF's liquidity is
significantly stressed, because either:
- With respect to stable NAV MMFs only, the Board, including a majority of independent directors, determines that the deviation between the MMF's amortized cost price per share and the market-based NAV per share may result in material dilution or other unfair results to investors (i.e., the MMF has broken the buck or is about to "break the buck"65); or
- With respect to floating NAV MMFs and stable NAV MMFs, the MMF's weekly liquid assets have fallen below 10% of total assets (whether or not that MMF has previously imposed a fee or gate);
- The MMF's Board, along with a majority of independent directors, has irrevocably approved the MMF's liquidation; and
- The MMF provides prior notification to the SEC of its decision to suspend redemptions and liquidate.66
Importantly, the SEC staff has clarified that if an MMF drops below the 10% weekly liquid asset threshold, the MMF is not required to impose a fee before relying on Rule 22e-3 to suspend redemptions and liquidate, so long as the MMF's Board determines that such action is in the MMF's best interests.67
Originally published October 27, 2014
* The authors wish to thank Andrew Getsinger for his contributions to this legal update.
1 Money Market Fund Reform; Amendments to Form PF, Investment Company Act Release No. 31166 (July 23, 2014) [79 Fed. Reg. 47736 (Aug. 14, 2014)], available at http://www.sec.gov/rules/final/2014/33-9616.pdf (hereinafter, the "Adopting Release").
2 See generally id. Section II.
3 Id. at 1.
4 As an example of such an equivalent rounding method of MMFs that do not have a $1.0000 share price, the SEC stated that an MMF with a $10 target share price could price its shares at $10.000. Id. at 157-58.
5 Id. at 202. The SEC also stated in the Adopting Release that "permitting government [MMFs] to invest potentially up to 20% of fund assets in riskier nongovernment securities [as proposed] may promote a type of hybrid money market fund that presents new risks that are not consistent with the purposes of the money market reforms adopted [in the amended Rule]." Id. at 207. The Rule defines "collateralized fully" as collateral that consists entirely of cash items or government securities. See Rule 2a-7(a)(5); see also Adopting Release, supra note 1, at 202 n.627, 807 (providing that "collateralized fully" is to be defined by reference to Rule 5b-3(c)(1)).
6 Rule 2a-7(a)(25); see also Adopting Release, supra note 1, at 214, 814.
7 Adopting Release, supra note 1, at 234.
8 Id. at 224.
9 Id. at 225.
10 Id. at 240.
12 Id. at 138-39.
13 Id. 157-58.
14 Id. at 159-61.
15 Id. at 204-05.
16 Id. at 214.
17 Id. at 217-18. Also, see Section III.E in the Adopting Release.
18 Id. at 243 & n.737.
19 Id. at 245-47.
20 Id. at 254-55.
21 See Method of Accounting for Gains and Losses on Shares in Certain Money Market Funds; Broker Returns with Respect to Sales of Shares in Money Market Funds, IRS REG–107012–14 (July 23, 2014) [79 Fed. Reg. 43694 (July 28, 2014)], available at https://s3.amazonaws.com/public-inspection.federalregister.gov/2014-17689.pdf (hereinafter, the "IRS Proposing Release"); see also Adopting Release, supra note 1, at 174-75.
22 IRS Proposing Release, supra note 21, at 7.
23 Adopting Release, supra note 1, at 175; see also IRS Proposing Release, supra note 21, at 6-7.
24 Rev. Proc. 2014-45, 2014-34 I.R.B., at 6-7 (July 23, 2014), available at http://www.irs.gov/pub/irs-drop/rp-14-45.pdf. For the SEC's corresponding discussion, see Adopting Release, supra note 1, at 176-77.
25 See Rev. Proc. 2014-45, at 8; see also Adopting Release, supra note 1, at 176-77.
26 Adopting Release, supra note 1, at 179.
27 See Notice of Proposed Exemptive Order Granting Permanent Exemptions under the Securities Exchange Act of 1934 from the Confirmation Requirements of Exchange Act Rule 10b-10 for Certain Money Market Funds, Exchange Act Release No. 72658 (July 23, 2014) [79 Fed. Reg. 44076 (July 29, 2014)], available at http://www.sec.gov/rules/exorders/2014/34-72658.pdf.
28 See Rule 2a-7(c)(2)(iii); see also Adopting Release, supra note 1, at 202-03 n.630 (stating that government MMFs should provide shareholders with notice (e.g., at least 60 days' notice) of the MMFs' ability to impose liquidity fees and redemptions gates).
29 Adopting Release, supra note 1, at 42.
32 Id. at 120-21.
33 Id. at 120.
34 Rule 2a-7(c)(2)(i); see also Adopting Release, supra note 1, at 818.Weekly liquid assets generally include cash, US Treasury securities, certain other government securities with remaining maturities of 60 days or less, and securities that convert into cash within 5 business days (i.e., a business week). See Rule 2a-7(a)(34); see also Adopting Release, supra note 1, at 815-16. The weekly liquid asset requirement was part of the 2010 amendments.
35 Rule 2a-7(c)(2)(i); see also Adopting Release, supra note 1, at 818.
36 Rule 2a-7(c)(2)(i)(A); see also Adopting Release, supra note 1, at 818.
37 Rule 2a-7(c)(2)(ii); see also Adopting Release, supra note 1, at 819.
38 Rule 2a-7(c)(2)(ii)(A); see also Adopting Release, supra note 1, at 819. The SEC staff has clarified that if an MMF drops below the 10% weekly liquid asset threshold, the MMF's Board may determine that a liquidity fee is not in the best interests of the MMF and instead decide to rely on Rule 22e-3 to suspend redemptions and liquidate. See Adopting Release, supra note 1, at 116 & n.359.
39 Rule 2a-7(c)(2)(i); see also Adopting Release, supra note 1, at 818.
40 Rule 2a-7(c)(2)(i); see also Adopting Release, supra note 1, at 818.
41 Rule 2a-7(c)(2)(i)(B); see also Adopting Release, supra note 1, at 818-19.
42 Rule 2a-7(c)(2)(i)(B); see also Adopting Release, supra note 1, at 818-19.
43 Rule 2a-7(c)(2)(i)(B); see also Adopting Release, supra note 1, at 819.
44 Adopting Release, supra note 1, at 89-90.
45 Id. at 90.
46 Id. at 90-91.
47 Id. at 121.
48 Id. at 122.
49 Id. at 278 n.873 (see also the accompanying text). The SEC stated that, although primarily focused on MMFs, the SEC's expanded valuation guidance "is applicable to all registered investment companies and business development companies," unless noted otherwise. Id.
50 Id. at 280.
51 Id. at 280-81.
52 Id. at 281.
53 Id. at 281-85.
54 Id. at 284-85.
55 Id. at 281-82.
57 Id. at 286.
58 Id. at 285-88.
59 Id. at 287
60 Id. at 287-88.
61 Id. at 114-16, 755-57. Rule 22e-3 exempts MMFs from Section 22(e) of the 1940 Act, which prohibits the suspension of redemptions or payments of redemption proceeds. See Money Market Fund Reform, Investment Company Act Release No. 29132, at 97 (Feb. 23, 2010) [75 Fed. Reg. 10060 (Mar. 4, 2010)], available at http://www.sec.gov/rules/final/2010/ic-29132.pdf (hereinafter "2010 Adopting Release").
62 Adopting Release, supra note 1, at 114, 755-56.
63 Id. at 114-15.
64 Id. at 116, 755-56.
65 Id. at 755-56 (discussing Rule 22e-3 as applied to stable NAV MMFs).
66 See Rule 22e-3; see Adopting Release, supra note 1, at 115, 755-56, 845-46; see also 2010 Adopting Release, supra note 61, at 97-98.
67 Adopting Release, supra note 1, at 116 & n.359.
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