Investment Company Act of 1940; 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, 15841-15843 [2020-05705]
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Federal Register / Vol. 85, No. 54 / Thursday, March 19, 2020 / Notices
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of DTC and on DTCC’s website
(https://dtcc.com/legal/sec-rulefilings.aspx). All comments received
will be posted without change. Persons
submitting comments are cautioned that
we do not redact or edit personal
identifying information from comment
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–DTC–
2020–005 and should be submitted on
or before April 9, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.28
Matthew J. DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–05679 Filed 3–18–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 33817/March 13, 2020]
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Investment Company Act of 1940;
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
The current outbreak of coronavirus
disease 2019 (COVID–19) was first
reported on December 31, 2019. The
disease has led to disruptions to
transportation, including buses,
subways, trains and airplanes, and the
imposition of quarantines around the
world. The Commission has heard from
industry representatives that COVID–19
may present 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 of 1940 (the
‘‘Investment Company Act’’ or ‘‘the
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 thirdparty service providers that are
necessary to prepare these reports
become unavailable, or only available
28 17
CFR 200.30–3(a)(12).
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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
providing an exemption from certain
requirements of the Investment
Company Act and a statement regarding
prospectus delivery obligations of
registered funds.
Section 6(c) of the Investment
Company Act provides that the
Commission may conditionally or
unconditionally exempt any person,
security or transaction, or any class or
classes of persons, securities or
transactions, from any provision or
provisions of the Investment Company
Act, or any rule or regulation
thereunder, if and to the extent that
such exemption is necessary or
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. Section
38(a) of the Investment Company Act
provides that the Commission may
make, issue, amend and rescind such
rules and regulations and such orders as
are necessary or appropriate to the
exercise of the powers conferred upon
the Commission under the Investment
Company Act.
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
this Order to June 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
date is on or after the date of this Order
but on or prior to April 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.
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15841
II. In-Person Board Meeting
Requirements for Registered
Management Investment Companies
and BDCs
In light of the current and potential
effects of COVID–19, the Commission
finds that the exemptions set forth
below:
are 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 are 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.
Accordingly, 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
Disruptions to transportation, and
limited access to facilities, personnel,
and third party service providers as a
result of COVID–19 could hamper the
efforts of registered funds with filing
obligations to meet their filing
deadlines. At the same time, investors
and the Commission have an interest in
the timely availability of required
information about their investments,
and we remind registered funds who are
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Federal Register / Vol. 85, No. 54 / Thursday, March 19, 2020 / Notices
IV. Transmittal of Annual and SemiAnnual Reports to Investors Required
by the Investment Company Act and the
Rules Thereunder
relying on this Order to continue to
evaluate their obligations to make
materially accurate and complete
disclosures in accordance with the
federal securities laws.
In light of the current and potential
effects of COVID–19, the Commission
finds that the exemptions set forth
below:
Are 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 are
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.
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.
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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:
(1) That it is relying on this Order;
(2) a brief description of the reasons
why it could not file its report on a
timely basis; and
(3) the estimated date by which it
expects to file the report.
(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 the reasons why it
could not file its reports on a timely
basis;
(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.
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For the reasons cited in Section III
above, we believe that relief is
warranted for the preparation or
transmittal by registered funds of annual
and semi-annual reports to investors. In
light of the current and potential effects
of COVID–19, the Commission finds
that the exemptions set forth below:
Are 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 are necessary and
appropriate to the exercise of the powers
conferred on it by the Act.
The necessity for prompt action of the
Commission does not permit prior
notice of the Commission’s action.
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 the staff via
email at IM-EmergencyRelief@sec.gov
stating:
(1) that it is relying on this Order;
(2) a brief description of the reasons
why it could not transmit its report on
a timely basis; and
(3) the estimated date by which it
expects to transmit the report;
(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 the reasons why it
could not prepare and transmit its
reports on a timely basis; and
(d) The registered fund transmits the
reports to shareholders as soon as
practicable, but not later than 45 days
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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
For the reasons cited in Section III
above, we believe that relief is
warranted for closed-end funds and
BDCs with respect to the 30-day notice
requirement in Rule 23c–2(b) under the
Investment Company Act. In light of the
current and potential effects of COVID–
19, the Commission finds that the
exemptions set forth below:
Are 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 Act; and are
necessary and appropriate to the exercise of
the powers conferred on it by the Act.
The necessity for prompt action of the
Commission does not permit prior
notice of the Commission’s action.
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 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:
a. That it is relying on this Order; and
b. 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
Company for calling or redeeming the
securities of which it is the issuer;
(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;
(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
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Federal Register / Vol. 85, No. 54 / Thursday, March 19, 2020 / Notices
c. providing notification to the
existing shareholders whose securities
are being called or redeemed.
SECURITIES AND EXCHANGE
COMMISSION
January 28, 2020.8 One comment letter
was received.9 This order approves the
Amendment to the Plan.
VI. Commission Statement Regarding
Prospectus Delivery
[Release No. 34–88385; File No. S7–24–89]
II. Description of the Proposal
The Plan currently includes
inconsistent language with respect to
the Processor’s ability to disseminate
last-sale price reports during a
Regulatory Halt. Section X.A of the Plan
prohibits the Processor from including
in the consolidated tape during a
Regulatory Halt any last-sale reports.
Section X.C, however, includes
language that specifically permits the
Processor to ‘‘collect and disseminate
Transaction Information’’ during a
Regulatory Halt.
The Participants have stated that, in
practice, the Processor has been
following Section X.C during Regulatory
Halts and will immediately disseminate
last-sale price reports during a
Regulatory Halt. The Participants
believe that the Processor’s current
practice helps to reduce inefficiencies
and confusion among market
participants with respect to the
operation of the Plan during ‘‘race
conditions,’’ when it might be unclear
whether the trade reported by the
Participant occurred before or after the
Participant had received notice of the
Regulatory Halt. As a result, the
Participants have determined it
appropriate to amend the language of
the Plan to resolve the inconsistent
language described above in order to
confirm that the Processor may continue
to disseminate last-sale price reports
during a Regulatory Halt. In addition,
the Amendment would align the Plan
language with a corresponding
amendment being proposed by the CTA
Plan.10
For the reasons cited in Section III
above, 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 Division of Investment
Management staff via email at IMEmergencyRelief@sec.gov stating: (1)
That it is relying on this Commission
position; (2) 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 (3) the estimated date by
which it expects the prospectus to be
delivered;
(b) Publishes on its public website
that it intends to rely on the
Commission position and briefly states
the reasons why it could not deliver the
prospectus on a timely basis;
(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 April 30, 2020, and the
prospectus is delivered to investors as
soon as practicable, but not later than 45
days after the date originally required.
By the Commission.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–05705 Filed 3–18–20; 8:45 am]
BILLING CODE 8011–01–P
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Joint Industry Plan; Order Approving
Forty-Fifth Amendment to the Joint
Self-Regulatory Organization Plan
Governing the Collection,
Consolidation, and Dissemination of
Quotation and Transaction Information
for Nasdaq-Listed Securities Traded on
Exchanges on an Unlisted Trading
Privileges Basis
March 13, 2020.
I. Introduction
On September 11, 2019, participants 1
of the Joint Self-Regulatory Organization
Plan Governing the Collection,
Consolidation, and Dissemination of
Quotation and Transaction Information
for Nasdaq-Listed Securities Traded on
Exchanges on an Unlisted Trading
Privileges Basis (‘‘Nasdaq/UTP Plan’’ or
‘‘Plan’’) filed 2 with the Securities and
Exchange Commission (‘‘SEC’’ or
‘‘Commission’’) pursuant to Section 11A
of the Securities Exchange Act of 1934
(‘‘Act’’) 3 and Rule 608 of Regulation
NMS thereunder,4 a proposal to amend
the Nasdaq/UTP Plan.5 This amendment
represents the Forty-Fifth Amendment
to the Plan (‘‘Amendment’’). The
Participants have proposed to resolve
textual inconsistencies in Plan
provisions governing the dissemination
of last-sale price reports by the
Processor 6 during a Regulatory Halt.7
The Amendment was published for
comment in the Federal Register on
1 These participants are: Cboe BYX Exchange,
Inc.; Cboe BZX Exchange, Inc.; Cboe EDGA
Exchange, Inc.; Cboe EDGX Exchange, Inc.; Cboe
Exchange, Inc.; Financial Industry Regulatory
Authority, Inc.; The Investors’ Exchange LLC; LongTerm Stock Exchange, Inc.; Nasdaq BX, Inc.;
Nasdaq ISE, LLC; Nasdaq PHLX, Inc.; The Nasdaq
Stock Market LLC; New York Stock Exchange LLC;
NYSE American LLC; NYSE Arca, Inc.; NYSE
Chicago, Inc.; and NYSE National, Inc. (each a
‘‘Participant’’ and collectively, the ‘‘Participants’’).
2 See Letter from Robert Books, Chairman,
Operating Committee, UTP Plan, to Vanessa
Countryman, Secretary, Commission (dated
September 6, 2019).
3 15 U.S.C 78k–1(a)(3).
4 17 CFR 242.608.
5 The Nasdaq/UTP Plan, which governs the
collection, processing, and dissemination on a
consolidated basis of quotation information and
transaction reports in Eligible Securities is a
‘‘transaction reporting plan’’ under Rule 601 of
Regulation NMS, 17 CFR 242.601, and a ‘‘national
market system plan’’ under Rule 608 of Regulation
NMS, 17 CFR 242.608. See Securities Exchange Act
Release No. 55647 (April 19, 2007), 72 FR at 20891
(April 26, 2007).
6 See Section III.Q of the Plan (defining
‘‘Processor’’).
7 See Section III.S of the Plan (defining
‘‘Regulatory Halt’’).
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III. Discussion
After careful review, the Commission
finds that the Amendment is consistent
with the requirements of the Act and the
rules and regulations thereunder.11 In
particular, the Commission finds that
the amendment is consistent with
Section 11A of the Act which provides,
among other things, that the
Commission may prescribe rules as
8 See Securities Exchange Act Release No. 88017
(January 23, 2020), 85 FR at 5062 (January 28,
2020).
9 See Letter from Kelvin To, Founder and
President, Data Boiler Technologies LLC, to Vanessa
Countryman, Secretary, Commission (dated
February 4, 2020). The comment letter is not
germane to the Amendment.
10 See Securities Exchange Act Release No. 88016
(January 23, 2020), 85 FR at 5060 (January 28, 2020)
(proposal to amend CTA Plan).
11 The Commission has considered the
Amendment’s impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
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]]>Agencies
[Federal Register Volume 85, Number 54 (Thursday, March 19, 2020)]
[Notices]
[Pages 15841-15843]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-05705]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 33817/March 13, 2020]
Investment Company Act of 1940; 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
The current outbreak of coronavirus disease 2019 (COVID-19) was
first reported on December 31, 2019. The disease has led to disruptions
to transportation, including buses, subways, trains and airplanes, and
the imposition of quarantines around the world. The Commission has
heard from industry representatives that COVID-19 may present
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 of 1940 (the ``Investment Company Act'' or ``the 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 providing an exemption from certain requirements of the
Investment Company Act and a statement regarding prospectus delivery
obligations of registered funds.
Section 6(c) of the Investment Company Act provides that the
Commission may conditionally or unconditionally exempt any person,
security or transaction, or any class or classes of persons, securities
or transactions, from any provision or provisions of the Investment
Company Act, or any rule or regulation thereunder, if and to the extent
that such exemption is necessary or 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.
Section 38(a) of the Investment Company Act provides that the
Commission may make, issue, amend and rescind such rules and
regulations and such orders as are necessary or appropriate to the
exercise of the powers conferred upon the Commission under the
Investment Company Act.
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 this
Order to June 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 date is on or after the date of this Order
but on or prior to April 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
In light of the current and potential effects of COVID-19, the
Commission finds that the exemptions set forth below:
are 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 are 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.
Accordingly, 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
Disruptions to transportation, and limited access to facilities,
personnel, and third party service providers as a result of COVID-19
could hamper the efforts of registered funds with filing obligations to
meet their filing deadlines. At the same time, investors and the
Commission have an interest in the timely availability of required
information about their investments, and we remind registered funds who
are
[[Page 15842]]
relying on this Order to continue to evaluate their obligations to make
materially accurate and complete disclosures in accordance with the
federal securities laws.
In light of the current and potential effects of COVID-19, the
Commission finds that the exemptions set forth below:
Are 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 are 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.
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 [email protected] stating:
(1) That it is relying on this Order;
(2) a brief description of the reasons why it could not file its
report on a timely basis; and
(3) the estimated date by which it expects to file the report.
(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 the reasons why it could not file its
reports on a timely basis;
(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
For the reasons cited in Section III above, we believe that relief
is warranted for the preparation or transmittal by registered funds of
annual and semi-annual reports to investors. In light of the current
and potential effects of COVID-19, the Commission finds that the
exemptions set forth below:
Are 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 are
necessary and appropriate to the exercise of the powers conferred on
it by the Act.
The necessity for prompt action of the Commission does not permit
prior notice of the Commission's action.
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 the
staff via email at [email protected] stating:
(1) that it is relying on this Order;
(2) a brief description of the reasons why it could not transmit
its report on a timely basis; and
(3) the estimated date by which it expects to transmit the report;
(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 the reasons why it could not prepare
and transmit its reports on a timely basis; 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
For the reasons cited in Section III above, we believe that relief
is warranted for closed-end funds and BDCs with respect to the 30-day
notice requirement in Rule 23c-2(b) under the Investment Company Act.
In light of the current and potential effects of COVID-19, the
Commission finds that the exemptions set forth below:
Are 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 Act; and are necessary and
appropriate to the exercise of the powers conferred on it by the
Act.
The necessity for prompt action of the Commission does not permit
prior notice of the Commission's action.
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 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 [email protected] stating:
a. That it is relying on this Order; and
b. 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 Company for
calling or redeeming the securities of which it is the issuer;
(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;
(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
[[Page 15843]]
c. providing notification to the existing shareholders whose
securities are being called or redeemed.
VI. Commission Statement Regarding Prospectus Delivery
For the reasons cited in Section III above, 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 Division of Investment Management staff via email at
[email protected] stating: (1) That it is relying on this
Commission position; (2) 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 (3) the estimated date by which it expects the
prospectus to be delivered;
(b) Publishes on its public website that it intends to rely on the
Commission position and briefly states the reasons why it could not
deliver the prospectus on a timely basis;
(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 April 30, 2020, and the prospectus is
delivered to investors as soon as practicable, but not later than 45
days after the date originally required.
By the Commission.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-05705 Filed 3-18-20; 8:45 am]
BILLING CODE 8011-01-P
