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, 17611-17613 [2020-06518]
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Federal Register / Vol. 85, No. 61 / Monday, March 30, 2020 / Notices
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(2) a brief description of the reasons
why it could not file such report,
schedule or form on a timely basis;
(3) the estimated date by which the
report, schedule, or form is expected to
be filed;
(4) a company specific risk factor or
factors explaining the impact, if
material, of COVID–19 on its business;
and
(5) if the reason the subject report
cannot be filed timely relates to the
inability of any person, other than the
registrant, to furnish any required
opinion, report or certification, the
Form 8–K or Form 6–K shall have
attached as an exhibit a statement
signed by such person stating the
specific reasons why such person is
unable to furnish the required opinion,
report or certification on or before the
date such report must be filed.
(c) The registrant or any person
required to make any filings with
respect to such a registrant files with the
Commission any report, schedule, or
form required to be filed no later than
45 days after the original due date; and
(d) In any report, schedule or form
filed by the applicable deadline
pursuant to paragraph (c) above, the
registrant or any person required to
make any filings with respect to such a
registrant must disclose that it is relying
on this Order and state the reasons why
it could not file such report, schedule or
form on a timely basis.
III. Furnishing of Proxy and
Information Statements
We also believe that relief is
warranted for those seeking to comply
with the requirements of Exchange Act
Sections 14(a) and (c) and Regulations
14A and 14C and Exchange Act Rule
14f–1 thereunder to furnish materials to
security holders when mail delivery is
not possible, and that the following
exemption is necessary and appropriate
in the public interest and consistent
with the protection of investors.
Accordingly, it is ordered, pursuant to
Section 36 of the Exchange Act, that a
registrant or any other person is exempt
from the requirements of the Exchange
Act and the rules thereunder to furnish
proxy statements, annual reports, and
other soliciting materials, as applicable
(the ‘‘Soliciting Materials’’), and the
requirements of the Exchange Act and
the rules thereunder to furnish
information statements and annual
reports, as applicable (the ‘‘Information
Materials’’), where the conditions below
are satisfied.
Conditions
(a)(1) The registrant’s security holder
has a mailing address located in an area
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where, as a result of COVID–19, the
common carrier has suspended delivery
service of the type or class customarily
used by the registrant or other person
making the solicitation; and
(b) The registrant or other person
making a solicitation has made a good
faith effort to furnish the Soliciting
Materials to the security holder, as
required by the rules applicable to the
particular method of delivering
Soliciting Materials to the security
holder, or, in the case of Information
Materials, the registrant has made a
good faith effort to furnish the
Information Materials to the security
holder in accordance with the rules
applicable to Information Materials.
By the Commission.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2020–06517 Filed 3–27–20; 8:45 am]
BILLING CODE 8011–01–P
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
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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17611
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.
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 (‘‘closedend 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
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Federal Register / Vol. 85, No. 61 / Monday, March 30, 2020 / Notices
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.
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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.
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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 SemiAnnual 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
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thereunder to transmit annual and semiannual 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 closedend 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.
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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
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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.
17613
CONTACT PERSON FOR MORE INFORMATION:
For further information; please contact
Vanessa A. Countryman from the Office
of the Secretary at (202) 551–5400.
Dated: March 25, 2020.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2020–06626 Filed 3–26–20; 11:15 am]
BILLING CODE 8011–01–P
[FR Doc. 2020–06518 Filed 3–27–20; 8:45 am]
DEPARTMENT OF STATE
BILLING CODE 8011–01–P
[Public Notice 11084]
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meetings
2:00 p.m. on
Wednesday, April 1, 2020.
PLACE: The meeting will be held via
remote means and/or at the
Commission’s headquarters, 100 F
Street NE, Washington, DC 20549.
STATUS: This meeting will be closed to
the public.
MATTERS TO BE CONSIDERED:
Commissioners, Counsel to the
Commissioners, the Secretary to the
Commission, and recording secretaries
will attend the closed meeting. Certain
staff members who have an interest in
the matters also may be present.
In the event that the time, date, or
location of this meeting changes, an
announcement of the change, along with
the new time, date, and/or place of the
meeting will be posted on the
Commission’s website at https://
www.sec.gov.
The General Counsel of the
Commission, or his designee, has
certified that, in his opinion, one or
more of the exemptions set forth in 5
U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B)
and (10) and 17 CFR 200.402(a)(3),
(a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and
(a)(10), permit consideration of the
scheduled matters at the closed meeting.
The subject matter of the closed
meeting will consist of the following
topic:
TIME AND DATE:
Institution and settlement of injunctive
actions;
Institution and settlement of administrative
proceedings;
General counsel matter;
Resolution of litigation claims; and
Other matters relating to enforcement
proceedings.
At times, changes in Commission
priorities require alterations in the
scheduling of meeting agenda items that
may consist of adjudicatory,
examination, litigation, or regulatory
matters.
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30-Day Notice of Proposed Information
Collection: Exchange Programs
Alumni website Registration
Notice of request for public
comment and submission to OMB of
proposed collection of information.
ACTION:
The Department of State has
submitted the information collection
described below to the Office of
Management and Budget (OMB) for
approval. In accordance with the
Paperwork Reduction Act of 1995 we
are requesting comments on this
collection from all interested
individuals and organizations. The
purpose of this Notice is to allow 30
days for public comment.
DATES: Submit comments up to April
29, 2020.
ADDRESSES: Written comments and
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to www.reginfo.gov/public/do/
PRAMain. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function.
FOR FURTHER INFORMATION CONTACT:
Direct requests for additional
information regarding the collection
listed in this notice, including requests
for copies of the proposed collection
instrument and supporting documents,
to Patrick Kelly at the Bureau of
Educational and Cultural Affairs; U.S.
Department of State; SA–5, Room C2–
C20; Washington, DC 20522–0503, who
may be reached on 202–632–6186 or at
KellyPW@state.gov.
SUPPLEMENTARY INFORMATION:
• Title of Information Collection:
Exchange Programs Alumni website
Registration.
• OMB Control Number: 1405–0192.
• Type of Request: Revision of a
Currently Approved Collection.
• Originating Office: Bureau of
Educational and Cultural Affairs, ECA/
P/A.
SUMMARY:
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]]>Agencies
[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]
-----------------------------------------------------------------------
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.
---------------------------------------------------------------------------
\1\ Investment Company Act Release No. 33817 (Mar. 13, 2020),
available at https://www.sec.gov/rules/other/2020/ic-33817.pdf.
---------------------------------------------------------------------------
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 [email protected] 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 [email protected] 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
[[Page 17613]]
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-[email protected] 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 [email protected] 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
