SEC Provides Regulatory Relief to Entities Affected by Recent Hurricanes

by Dechert LLP

Dechert LLP

The U.S. Securities and Exchange Commission (SEC) on September 28, 2017 announced that the SEC and its staff are providing relief to aid regulatory compliance with certain provisions of the federal securities laws by certain entities affected by Hurricane Harvey, Hurricane Irma and Hurricane Maria. Relief is provided generally for registrants required to make deliveries to security holders whose mailing addresses have ZIP codes for which common carrier mail service has been suspended as a result of the hurricanes. The exemptive relief and interim final temporary rules, and the positions taken by the SEC staff, extend to a broad class of companies, including (among others) registered investment companies and registered investment advisers.

Relief for Registered Investment Companies and Unit Investment Trusts

The SEC staff has provided relief relating to the delivery of summary and statutory prospectuses, and the SEC has provided exemptive relief relating to annual and semi-annual shareholder reports, in each case required to be filed for the period from August 25, 2017 to November 1, 2017. For prospectuses (except those provided in connection with an initial purchase of shares) and shareholder reports, the SEC and its staff have extended filing deadlines under Section 5(b)(2) of the Securities Act of 1933, and Sections 6(c) and 38(a) of the Investment Company Act of 1940, respectively. A registrant will be considered to have satisfied applicable requirements if the required prospectus or shareholder report is promptly delivered either (a) if requested by the investor, or (b) by the earlier of (i) November 2, 2017 or (ii) the resumption of the applicable mail service.

The SEC has also extended relief relating to the delivery of proxy statements and information statements. A registrant will be deemed to have satisfied applicable requirements under Section 36 of the Securities Exchange Act of 1934 (Exchange Act), if: (a) the registrant has followed normal procedures regarding the furnishing of proxy statements or information statements (including requirements that proxy statements precede or accompany the proxy); and (b) if requested by the security holder, the registrant provides the materials by a means reasonably designed to furnish such materials.

There are also extensions of the compliance periods for filings under Sections 13 and 15 of the Exchange Act.

Relief for Registered Investment Advisers

The SEC staff has provided relief relating to Form ADV filing requirements under Section 204(a) of the Investment Advisers Act of 1940 (Advisers Act) and Rule 204-1 thereunder. A registrant will be considered to have satisfied applicable Form ADV filing requirements depending on the initial Form ADV filing deadline, which is tied to the particular hurricane causing the delay. For registrants with initial deadlines during the period from August 25, 2017 to October 6, 2017, the filing deadline (for delays due to Hurricane Harvey) has been extended to October 10, 2017. For registrants with initial deadlines during the period from September 6, 2017 to October 18, 2017, the filing deadline (for delays due to Hurricane Irma) has been extended to October 19, 2017. And for registrants with initial deadlines during the period from September 20, 2017 to November 1, 2017, the filing deadline (for delays due to Hurricane Maria) has been extended to November 2, 2017.

Additionally, during the period from August 25, 2017 to November 1, 2017, the SEC staff has provided relief relating to the delivery of written disclosure statements (brochures) to advisory clients under Section 204 of the Advisers Act and Rule 204-3(b) thereunder. A registered investment adviser will be considered to have satisfied such requirements if the adviser promptly delivers the written disclosure statement either (a) if requested by the client, or (b) at the earlier of (i) November 2, 2017 or (ii) the resumption of the applicable mail service.

The announcement further indicates that the SEC staff will consider providing additional or different assistance to registrants on a case-by-case basis, depending on their circumstances.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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