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Thompson Hine LLP, a full-service business law firm with approximately 400 lawyers in 8 offices, was ranked number 1 in the category “Most innovative North American law firms: New working models” by The Financial Times and was 1 of 7 firms shortlisted for The American Lawyer’s inaugural Legal Services Innovation Award. The firm has been recognized by the National Law Journal as a Legal Technology Trailblazer and featured by Bloomberg for its innovative service delivery models, which drive accuracy and predictability. The firm’s commitment to innovation is embodied in Thompson Hine SmartPaTHTM – a smarter way to work – predictable, efficient and aligned with client goals. For more information, please visit ThompsonHine.com and ThompsonHine.com/SmartPaTH.

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On March 13, 2020, the Securities and Exchange Commission (SEC) issued an order (the “Order”) pursuant to Section 6(c) and Section 38(a) of the Investment Company Act of 1940, as amended (the “1940 Act”) and a statement that grants relief from various requirements of the 1940 Act. The SEC granted the Order after recognizing the disruption caused by the outbreak of COVID-19. Specifically, the Order: (I) solidifies the SEC’s previously granted exemptive relief from certain in-person meeting requirements of the 1940 Act, (II) temporarily exempts registered funds from certain Form N-CEN and N-PORT filing requirements, (III) allows the delayed transmission of annual and semi-annual reports, and (IV) modifies the filing requirements of Form N-23c-2. The statement contains a staff position regarding the delayed delivery of a prospectus.

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The Order exempts registered funds, business development companies (“BDCs”), advisers and underwriters of registered funds from the in-person board meeting requirements of Section 15(c), Section 32(a), Rule 12b-1(b)(2), and 15(a)-(4)(b)(ii) under the 1940 Act, for the period of March 13, 2020 to June 15, 2020, so long as:

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The SEC had previously issued a statement on March 4, 2020 that extended relief provided by a prior no-action letter from such in-person board meeting requirements.

II. Forms N-CEN and N-PORT Filing Requirements

The Order allows a registered fund to delay filing of its Forms N-CEN and N-PORT, where the original due date is between March 13, 2020 and April 30, 2020, so long as:

III. Transmittal of Annual and Semi-Annual Reports to Investors

The Order allows a registered fund to delay transmission of an annual or semi-annual shareholder report, where the original due date is between March 13, 2020 and April 30, 2020, under the following conditions:

For the period of March 13, 2020 to June 15, 2020, the Order allows BDCs and closed-end investment companies to file notice on Form N-23c-2 of a call or redemption of securities for which it is the issuer, fewer than the required 30 days prior to the company’s call or redemption, including the same business day, subject to the following conditions:

In its statement, the SEC staff takes the position that a registered fund may delay delivery of a current prospectus under the following conditions:

The Order and statement reflect the SEC’s understanding that registered funds may face operational challenges as a result of potential or current effects of COVID-19, particularly if certain essential personnel become unavailable, or are only available on a limited basis. Management personnel of registered fund advisers and third-party service providers should identify and assess the impact of COVID-19 on key personnel and processes to determine if registered funds that they manage or support will require relief under the Order and/or statement regarding prospectus delivery.

We have assembled a firmwide multidisciplinary task force to address clients’ business and legal concerns and needs related to the COVID-19 pandemic. Please see our&nbsp;<a href="https://www.thompsonhine.com/services/covid-19-task-force" target="_self" rel="noopener">COVID-19 Task Force</a> page for additional resources, including a checklist to help employers review workplace policies and procedures and a link to a recording of our recent webinar, <a href="https://www.thompsonhine.com/events/webinar---covid-19-planning-considerations-for-employers" target="_self" rel="noopener">“COVID-19: Planning Considerations for Employers.”</a>

Andrew J. Davalla 614.469.3353 <a href="mailto:Andrew.Davalla@ThompsonHine.com">Andrew.Davalla@ThompsonHine.com</a>

Brian Doyle-Wenger 614.469.3294 <a href="mailto:Brian.Doyle-Wenger@ThompsonHine.com">Brian.Doyle-Wenger@ThompsonHine.com</a>

Krisztina Nadasdy 614.469.3243 <a href="mailto:Krisztina.Nadasdy@ThompsonHine.com">Krisztina.Nadasdy@ThompsonHine.com</a>

or any member or our <a title="Investment Management" href="https://www.thompsonhine.com/services/investment-management" target="_self" rel="noopener">Investment Management</a> practice group.

This advisory bulletin may be reproduced, in whole or in part, with the prior permission of Thompson Hine LLP and acknowledgment of its source and copyright.

This publication is intended to inform clients about legal matters of current interest. It is not intended as legal advice. Readers should not act upon the information contained in it without professional counsel. This document may be considered attorney advertising in some jurisdictions.

https://admin.thompsonhine.com/wp-content/uploads/2022/05/SEC_Issues_Guidance_for_Registered_Funds_Facing_Operational_Challenges_Due_to_COVID-19.pdf

SEC Issues Guidance for Registered Funds Facing Operational Challenges Due to COVID-19

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