[Federal Register Volume 85, Number 124 (Friday, June 26, 2020)]
[Notices]
[Pages 38467-38468]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-13790]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release no. 33897]


Order Under Section 6(c) and Section 38(a) of the Investment 
Company Act of 1940 Granting Exemptions From Sections 15(c) and 32(a) 
of the Investment Company Act and Rules 12b-1(b)(2) and 15a-4(b)(2)(ii) 
Thereunder

June 19, 2020.
    On March 25, 2020, the Commission issued an order \1\ (the ``March 
25 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. Section II of the March 25 Order provided 
exemptions from certain Investment Company Act sections and rules 
requiring that votes of the board of directors of either a registered 
management investment company or business development company (``BDC'') 
be cast in-person (the ``In-person Board Relief'').
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    \1\ Investment Company Act Release No. 33824 (Mar. 25, 2020), 
available at https://www.sec.gov/rules/other/2020/ic-33824.pdf. The 
March 25 Order superseded a similar order dated March 13, 2020. See 
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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    The Commission has been monitoring the effects of COVID-19 and is 
now superseding in part the March 25 Order to extend the period during 
which the In-person Board Relief will be available, subject to the same 
conditions as the March 25 Order, 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 boards of directors of registered management

[[Page 38468]]

investment companies and BDCs continue to face challenges traveling in 
order to meet the in-person voting requirements under the Investment 
Company Act and rules thereunder. For this reason, the Commission finds 
that extending the time period for the In-person Board Relief, 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 March 25 Order with respect to the In-
person Board Relief only. Relief provided in other sections of the 
March 25 Order, including the accompanying Commission statement 
regarding prospectus delivery, will expire as provided in that order.

I. Time Period for the Exemptive Relief

    The relief provided in this Order is limited to the period from 
(and including) the date of the Original Order to (and including) the 
date to be specified in a public notice from Commission staff stating 
that the relief will terminate, which date will be at least two weeks 
from the date of the notice and no earlier than December 31, 2020.
    The Commission intends to continue to monitor the current 
situation. The time period for 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.

    By the Commission.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-13790 Filed 6-25-20; 8:45 am]
BILLING CODE 8011-01-P