The SEC issued an Order offering registrants impacted by COVID-19 up to a 45-day extension relief from certain filing requirements between March 1 – April 30, 2020. Reliance on the Order is subject to several conditions, including the need to furnish a Form 8-K or 6-K, as applicable, by the later of the original filing deadline date or March 16, which must include information as specified in the Order.
Should mail service be suspended in relation to COVID-19, the Order also provides relief from certain proxy and report delivery requirements.
Many industry participants are actively reviewing travel policies and business continuity procedures in light of COVID-19. Service providers should be prepared to discuss these matters and pandemic preparedness generally, at or ahead of upcoming fund board meetings. Reviewing last year’s no-action request by the Independent Directors Council (granted by the SEC on February 28, 2019) will also help Funds organize their thoughts around board meeting travel. This relief was extended via a staff statement last week. The previous relief did not include material changes to contracts that would typically require in-person approval by a majority of independent directors. However, this extended relief includes material changes to such contracts, plans, or arrangements, including advisory (15c) and distribution (12b-1), as well as the selection of a fund’s independent public accountant where such accountant is not the same as selected in the immediately preceding fiscal year.
This position applies to board meetings held through June 15, 2020.