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Mar 27, 2020

UPDATED: SEC Extends Temporary Exemptions for Investment Advisers from Form ADV and Form PF Filing and Delivery Requirements

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UPDATED: SEC EXTENDS TEMPORARY EXEMPTIONS FROM FORM ADV AND FORM PF FILING AND DELIVERY REQUIREMENTS

In an Order dated March 25, 2020, the Securities and Exchange Commission offered an exemption to investment advisers that are confronting COVID-19-related disruptions with respect to certain filing obligations.

The Order supersedes the original order and extends by two months the temporary exemptions for registered investment advisers and exempt reporting advisers (ERAs) from certain filing requirements under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Order is limited to filing or delivery obligations from March 13, 2020 through June 30, 2020.

Form ADV and Form PF Filing Requirements for Registered Investment Advisers and ERAs

Subject to certain conditions, the Order exempts:

  • registered investment advisers from the requirement to file an amendment to Form ADV (as required by Rule 204-1)
  • registered investment advisers from the requirement to deliver Form ADV Part 2 (or a summary of material changes) to existing clients (as required by Rules 204-3(b)(2) and (b)(4))
  • ERAs from the requirement to file reports on Form ADV (as required by Rule 204-4)
  • registered investment advisers to file Form PF (as required by Section 204(b) and Rule 204(b)-1)

Conditions

These exemptions are limited only to situations when the registered investment adviser or ERA are unable to meet a filing or delivery requirement due to circumstances related to the current or potential effects of COVID-19.

A registered investment adviser or ERA that relies on the Order with respect to filing Form ADV or delivery of its brochure, summary of material changes or brochure supplement must promptly notify the Commission by email at IARDLive@sec.gov and disclose on its public website (or if it does not have a public website, must promptly notify its clients and/or private fund investors of) that it is relying on the Order. Similarly, an investment adviser that relies on the order with respect to the filing of Form PF must promptly notify the Commission via email at FormPF@sec.gov that it is relying on the Order. 

  • The Order eliminates the original order's requirements that
  • a registerd investment adviser or ERA provide (i) a brief description of the reasons why it could not file or deliver its Form on a timely basis; and
  • (ii) the estimated date by which it expects to file or deliver the Form.

Any investment adviser relying on the Order still must file the Form ADV or Form PF and deliver the Form ADV Part 2 (including the brochure, summary of material changes or brochure supplement) as soon as practicable, but not later than 45 days after the original due date for filing or delivery, as applicable. The Order did not revise this requirement.

We will continue to keep you informed of developments as they occur.

Authors and Contributors

John (Sean) Finley

Partner

Investment Funds

+1 212 848 4346

+1 212 848 4346

New York

Russell Sacks

Partner

Financial Institutions Advisory & Financial Regulatory

+1 212 848 7585

+1 212 848 7585

New York

Paul Schreiber

Of Counsel

Investment Funds

+1 212 848 8920

+1 212 848 8920

New York

Thomas Majewski

Counsel

Investment Funds

+1 212 848 7182

+1 212 848 7182

New York