The U.S. Securities and Exchange Commission (SEC) has issued exemptive orders providing certain conditional, temporary relief relating to the impact of COVID-19. The relief provided includes the following:
- Relief relating to In-Person Meeting Requirements. On March 13, 2020, due to the impact of COVID-19, including disruptions in transportation, the SEC issued an exemptive order (the March 13 Order) relating to registered management investment companies, and any investment adviser or principal underwriter for such registered management investment companies, granting certain temporary exemptive relief (for the period beginning March 13, 2020 to June 15, 2020 (the Original Order Specified Period) which was extended, by means of an SEC exemptive order dated March 25, 2020 (the March 25 Order) to be from March 13, 2020 to, and including, August 15, 2020 (as extended, the March 25 Order Specified Period), from the requirements of Section 15(c) of the Investment Company Act of 1940, as amended (the 1940 Act), and Rules 12b-1-1(b)(2) and 15a-4(b)(2)(ii) under the 1940 Act, that require that certain votes of the board of directors be cast in person, such as votes relating to approval of investment advisory agreements, provided that (i) reliance on the March 25 Order must be “necessary or appropriate” due to circumstances related to current or potential effects of COVID-19; (ii) the meeting held in lieu of the in-person meeting must provide the directors with the ability to participate by a means of communication that allows all directors participating to hear one another simultaneously during such meeting; and (iii) the board of directors, including a majority of the directors who are not interested persons of the registered management investment company, must ratify the actions taken pursuant to the exemption by a vote cast at the next in-person meeting.
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