[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]


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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

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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