[Federal Register Volume 85, Number 61 (Monday, March 30, 2020)]
[Notices]
[Pages 17611-17613]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-06518]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-33824/March 25, 2020]


Order Under Section 6(C) and Section 38(A) of the Investment 
Company Act of 1940 Granting Exemptions From Specified Provisions of 
the Investment Company Act and Certain Rules Thereunder; Commission 
Statement Regarding Prospectus Delivery

    On March 13, 2020, in response to the potential effects of 
coronavirus disease 2019 (COVID-19), the Securities and Exchange 
Commission (the ``Commission'') issued an order \1\ (the ``Original 
Order'') pursuant to its authority under Sections 6(c) and 38(a) of the 
Investment Company Act of 1940 (the ``Investment Company Act'' or 
``Act'') granting exemptions from certain provisions of that Act and 
the rules thereunder. The Commission has been monitoring the effects of 
COVID-19 and is now extending the exemptions with certain modifications 
in light of its current understanding of the circumstances. The health 
and safety of all participants in the securities markets is of 
paramount importance, and the Commission recognizes that investment 
companies and other market participants continue to face challenges in 
meeting the requirements of the federal securities laws addressed in 
the Original Order in a timely manner. For this reason and the reasons 
stated in the Original Order, the Commission finds that extending the 
exemptions, pursuant to its authority under Sections 6(c) and 38(a) of 
the Investment Company Act, is necessary and appropriate in the public 
interest and consistent with the protection of investors and the 
purposes fairly intended by the policy and provisions of the Investment 
Company Act, and necessary and appropriate to the exercise of the 
powers conferred on it by the Investment Company Act. The necessity for 
prompt action of the Commission does not permit prior notice of the 
Commission's action. This Order supersedes the Original Order.
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    \1\ Investment Company Act Release No. 33817 (Mar. 13, 2020), 
available at https://www.sec.gov/rules/other/2020/ic-33817.pdf.
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    As explained in the Original Order, the Commission has heard from 
industry representatives that COVID-19 is presenting challenges for 
boards of directors of registered management investment companies and 
business development companies (``BDCs'') to travel in order to meet 
the in-person voting requirements under the Investment Company Act and 
rules thereunder. In addition, we recognize that registered management 
investment companies and unit investment trusts (together, ``registered 
funds'') may face challenges if, as a result of COVID-19, personnel of 
registered fund managers or other third-party service providers that 
are necessary to prepare these reports become unavailable, or only 
available on a limited basis, in: (i) Preparing or transmitting annual 
and semi-annual shareholder reports; and/or (ii) timely filing Forms N-
CEN and N-PORT. We also understand that due to recent market movements 
certain registered closed-end funds (``closed-end funds'') and BDCs may 
seek to call or redeem securities and may face challenges in providing 
the advance notice required under Rule 23c-2. Finally, we appreciate 
that there may be difficulties in the timely delivery of registered 
fund prospectuses. In light of the current situation, we are issuing 
this Order, which provides the same exemptions from requirements of the 
Investment Company Act and reiterates our statement regarding 
prospectus delivery obligations of registered funds but extends the 
period for which this position is available and updates the associated 
notice requirements.

I. Time Period for the Exemptive Relief

    The time period for the relief specified in this Order is as 
follows:
     For the relief in Sections II and V of this Order, the 
relief is limited to the period from (and including) the date of the 
Original Order to (and including) August 15, 2020.
     For the relief in Sections III and IV of this Order, the 
relief is limited to filing or transmittal obligations, as applicable, 
for which the original due

[[Page 17612]]

date is on or after the date of the Original Order but on or prior to 
June 30, 2020.
    The Commission intends to continue to monitor the current 
situation. The time period for any or all of the relief may, if 
necessary, be extended with any additional conditions that are deemed 
appropriate, and the Commission may issue other relief as necessary or 
appropriate.

II. In-Person Board Meeting Requirements for Registered Management 
Investment Companies and BDCs

    It is ordered, pursuant to Sections 6(c) and 38(a) of the Act:
    That for the period specified in Section I, a registered management 
investment company or BDC and any investment adviser of or principal 
underwriter for such registered management investment company or BDC is 
exempt from the requirements imposed under sections 15(c) and 32(a) of 
the Investment Company Act and Rules 12b-1(b)(2) and 15a-4(b)(2)(ii) 
under the Investment Company Act that votes of the board of directors 
of either the registered management investment company or BDC be cast 
in person, provided that:
    (i) Reliance on this Order is necessary or appropriate due to 
circumstances related to current or potential effects of COVID-19;
    (ii) the votes required to be cast at an in-person meeting are 
instead cast at a meeting in which directors may participate by any 
means of communication that allows all directors participating to hear 
each other simultaneously during the meeting; and
    (iii) the board of directors, including a majority of the directors 
who are not interested persons of the registered management investment 
company or BDC, ratifies the action taken pursuant to this exemption by 
vote cast at the next in-person meeting.

III. Forms N-CEN and N-Port Filing Requirements

    In light of our current understanding of the nationwide scope of 
COVID-19's disruptions to businesses and everyday activities, and the 
uncertainty as to the duration of these disruptions, we are removing 
the Original Order's conditions that a registered fund that intends to 
rely upon the relief must (i) include, in its email correspondence to 
Commission staff and on its website, a brief description of the reasons 
why it is unable to file Form N-CEN or Form N-PORT and (ii) provide 
Commission staff with an estimated date by which it expects to file 
such report.
    Accordingly, it is ordered, pursuant to Section 6(c) and 38(a) of 
the Investment Company Act:
    That for the period specified in Section I, a registered fund that 
is required to file Form N-CEN pursuant to Rule 30a-1 under the 
Investment Company Act, or Form N-PORT pursuant to Rule 30b1-9 under 
the Investment Company Act, is temporarily exempt from such form filing 
requirements where the conditions below are satisfied.

Conditions

    (a) The registered fund is unable to meet a filing deadline due to 
circumstances related to current or potential effects of COVID-19;
    (b) Any registered fund relying on this Order promptly notifies the 
Commission staff via email at IM-EmergencyRelief@sec.gov stating that 
it is relying on this Order;
    (c) Any registered fund relying on this Order includes a statement 
on the applicable registered fund's public website briefly stating that 
it is relying on this Order;
    (d) The registered fund required to file such Form N-CEN or Form N-
PORT files such report as soon as practicable, but not later than 45 
days after the original due date; and
    (e) Any Form N-CEN or Form N-PORT filed pursuant to this Order must 
include a statement of the filer that it relied on this Order and the 
reasons why it was unable to file such report on a timely basis.

IV. Transmittal of Annual and Semi-Annual Reports to Investors Required 
by the Investment Company Act and the Rules Thereunder

    In light of our current understanding of the nationwide scope of 
COVID-19's disruptions to businesses and everyday activities, and the 
uncertainty as to the duration of these disruptions, we are removing 
the Original Order's conditions that a registered fund that intends to 
rely upon the relief must (i) include, in its email correspondence to 
Commission staff and on its website, a brief description of the reasons 
why it is unable to file its report on a timely basis, and (ii) provide 
the Commission staff with an estimated date by which it expects to file 
such report.
    Accordingly, it is ordered, pursuant to Sections 6(c) and 38(a) of 
the Investment Company Act:
    That for the period specified in Section I, a registered management 
investment company is temporarily exempt from the requirements of 
Section 30(e) of the Investment Company Act and Rule 30e-1 thereunder 
to transmit annual and semi-annual reports to investors where the 
conditions below are satisfied; and
    For the period specified in Section I, a registered unit investment 
trust is temporarily exempt from the requirements of Section 30(e) of 
the Investment Company Act and Rule 30e-2 thereunder to transmit annual 
and semi-annual reports to unitholders where the conditions below are 
satisfied.

Conditions

    (a) The registered fund is unable to prepare or transmit the report 
due to circumstances related to current or potential effects of COVID-
19;
    (b) Any registered fund relying on this Order promptly notifies 
Commission staff via email at IM-EmergencyRelief@sec.gov stating that 
it is relying on this Order;
    (c) Any registered fund relying on this Order includes a statement 
on the applicable registered fund's public website briefly stating that 
it is relying on this Order; and
    (d) The registered fund transmits the reports to shareholders as 
soon as practicable, but not later than 45 days after the original due 
date and files the report within 10 days of its transmission to 
shareholders.

V. Timing of Filing Form N-23C-2 With the Commission Required by the 
Investment Company Act and the Rules Thereunder

    In light of our current understanding of the nationwide scope of 
COVID-19's disruptions to businesses and everyday activities, and the 
uncertainty as to the duration of these disruptions, we are removing 
the Original Order's conditions that a closed-end fund or BDC that 
intends to rely upon the relief must include, in its email 
correspondence to Commission staff, a brief description of the reasons 
why it needs to file a Notice fewer than 30 days in advance of the date 
set by the closed-end fund or BDC, as applicable, for calling or 
redeeming the securities of which it is the issuer.
    Accordingly, it is ordered, pursuant to Section 6(c) and 38(a) of 
the Investment Company Act:
    That for the period specified in Section I, closed-end funds and 
BDCs are temporarily exempt from the requirement to file with the 
Commission notices of their intention to call or redeem securities at 
least 30 days in advance under Sections 23(c) and 63, as applicable, of 
the
    Investment Company Act and Rule 23c-2 thereunder if such company 
files a Form N-23C-2 (``Notice'') with the

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Commission fewer than 30 days prior to, including the same business day 
as, the company's call or redemption of securities of which it is the 
issuer where the conditions below are satisfied:

Conditions

    (a) The closed-end fund or BDC (``Company'') relying on this Order:
    (1) Promptly notifies Commission staff via email at IM-EmergencyRelief@sec.gov stating that it is relying on this Order;
    (2) ensures that the filing of the Notice on an abbreviated time 
frame is permitted under relevant state law and the Company's governing 
documents; and
    (3) files a Notice that contains all the information required by 
Rule 23c-2 prior to:
    a. Any call or redemption of existing securities;
    b. the commencement of any offering of replacement securities; and
    c. providing notification to the existing shareholders whose 
securities are being called or redeemed.

VI. Commission Statement Regarding Prospectus Delivery

    The Commission takes the position that it would not provide a basis 
for a Commission enforcement action if a registered fund does not 
deliver to investors the current prospectus of the registered fund 
where the prospectus is not able to be timely delivered because of 
circumstances related to COVID-19 and delivery was due during the 
limited period specified below, provided that the sale of shares to the 
investor was not an initial purchase by the investor of shares of the 
registered fund and:
    (1) The registered fund:
    (a) Notifies Commission staff via email at IM-EmergencyRelief@sec.gov stating that it is relying on this Commission 
position;
    (b) Publishes on its public website that it intends to rely on the 
Commission position; and
    (c) Publishes its current prospectus on its public website; and
    (2) Delivery was originally required on or after the date of this 
Order but on or prior to June 30, 2020, and the prospectus is delivered 
to investors as soon as practicable, but not later than 45 days after 
the date originally required.
    In light of our current understanding of the nationwide scope of 
COVID-19's disruptions to businesses and everyday activities, and the 
uncertainty as to the duration of these disruptions, we are modifying 
our previous position that a registered fund that intends to rely upon 
this relief must (i) include, in its email correspondence to Commission 
staff and on its website, a brief description of the reasons why it or 
any other person required could not deliver the prospectus to investors 
on a timely basis, and (ii) provide the Commission staff with an 
estimated date by which it expects the prospectus to be delivered.

    By the Commission.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2020-06518 Filed 3-27-20; 8:45 am]
 BILLING CODE 8011-01-P


