On March 25, 2020, the US Securities and Exchange Commission (“SEC”) issued an order (“Modified Order”) modifying exemptions provided pursuant to a March 4, 2020 order regarding (“Original Order”) under the Securities Exchange Act of1934 (“Exchange Act”). The Modified Order supersedes the Original Order.

The Original Order provided relief from certain filing deadlines under the Exchange Act and related rules and regulations thereunder, as described below. The time period for the relief under the Original Order applied to filing deadlines from March 1, 2020 to April 30, 2020. The Modified Order extends that time period to July 1, 2020.

The Modified Order exempts persons from the filing requirements under Exchange Act Sections 13(f) and 13(g), Regulation 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D) and Exchange Act Rule 13f-1, subject to three conditions:

  • The person required to so file is unable to meet a filing deadline due to circumstances related to COVID-19;
  • The person required to so file actually makes the filing with the SEC no later than 45 days after its original due date; and
  • in the delayed filing, the filer discloses that it is relying on the Modified Order and states the reasons why it could not file on a timely basis.

The Modified Order also provided relief with respect to proxy statements, annual reports, other soliciting materials and information statements, subject to certain conditions. Notably, the relief does not cover Schedule 13D or Section 16 filings.

If necessary, the SEC might extend the time period of relief, with any additional conditions that the SEC deems appropriate, and/or might issue other relief.

If you have any questions about the Modified Order, or about the SEC’s and its staffs’ responses to COVID-19 more generally, please contact Stephanie M. Monaco or Leslie S. Cruz. We are here to help with any questions of interpretation or assistance with compliance with the relief provided by the Modified Order, including contacting the SEC staff if needed. In addition, we will continue to keep funds and advisers updated on any future significant SEC or staff announcements.

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