SEC Extends Relief for In-Person Board Meetings
Declines to Extend Form ADV and Other Filing, Delivery Requirements
June 22, 2020
The SEC has issued an order that extends the time for relief from the in-person fund board meeting requirement until no earlier than December 31, 2020. This order supersedes the SEC’s prior order that extended this relief until August 15, 2020. The IAA has strongly advocated on behalf of our members for the extension of this relief.
In its press release, the SEC explained that “[b]ased on staff outreach to fund and adviser representatives” it has decided not to extend the relief regarding Form ADV and Form PF filing requirements and Form ADV Part 2 delivery requirements, or other relief provided in prior orders that included the in-person board meeting relief, such as relief related to filing requirements for Forms N-CEN and N-PORT, and transmittal of fund shareholder reports.
The relief and conditions that fund boards must meet are consistent with the SEC’s prior orders and are as follows:
A registered management investment company or BDC and any investment adviser of or principal underwriter for that company 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) thereunder that votes of the board of directors of the company be cast in person, provided that:
(a) reliance on the order is necessary or appropriate due to circumstances related to current or potential effects of COVID-19;
(b) 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
(c) the board of directors, including a majority of the directors who are not interested persons of the company, ratifies the action taken pursuant to this exemption by vote cast at the next in-person meeting.
The IAA continues to share members’ concerns with regulators during this challenging time. Please feel free to contact the IAA Legal Team at IAALegalTeam@investmentadviser.org or call (202) 293-4222 to share your concerns about how your business operations are being affected by the coronavirus pandemic.
TAGS: Coronavirus, COVID-19