SEC Extends No-Action Relief for Fund Board Meetings Due to Coronavirus,
Provides 45-Day Extension for Certain Corporate Filings
March 4, 2020
In response to the coronavirus, the SEC’s Division of Investment Management extended no-action relief that it provided in February 2019 from certain in-person voting requirements for fund directors. The February 2019 letter provided relief under certain circumstances but the Division is now temporarily providing relief to cover “all approvals and renewals (including material changes) of contracts, plans or arrangements under [Investment Company Act] section 15(c) or rules 12b-1 or 15a-4(b)(2), as well as the selection of a fund’s independent public accountant pursuant to [s]ection 32(a) where such accountant is not the same accountant as selected in the immediately preceding fiscal year.”
Similar to the February 2019 no-action letter, directors would be required to ratify the approvals at their next in-person meeting. The Division’s position applies to board meetings held between March 4, 2020 and June 15, 2020. The Division may extend the time period for this position “as circumstances warrant.” Investment advisers and funds are encouraged to contact the Division with any concerns they have at imocc@sec.gov or (202) 551-6825.
The SEC also issued an order granting an additional 45 days for certain filings by public companies and those required to make filings with respect to public companies that would have been due between March 1, 2020 and April 30, 2020. The order applies to Form 13F and Schedule 13G filings, among others. The order does not apply to Schedule 13D filings or amendments to Schedule 13D filings. The conditions of the order are:
- The filer is unable to meet a filing deadline due to circumstances related to coronavirus;
- The filer must make the required filing no later than 45 days after the original due date; and
- The filer must disclose in the filing that it is relying on the SEC order, and state the reasons why it could not file on a timely basis.
There is an additional condition for Form 8-K and Form 6-K filings.
The order also provides an exemption related to delivery of proxy statements, annual reports, information statements, and other soliciting materials where a security holder has a mailing address located in an area where, as a result of coronavirus, mail delivery has been suspended, and the registrant or soliciting person has made a good faith effort to furnish the materials to the security holder.
The SEC press release discusses the order and no-action position.
TAGS: Coronavirus, Investment Company, Mutual Funds