SEC Investment Adviser Filing and Delivery Relief Update
March 25th | 2020
Today the SEC announced it is extending regulatory relief previously provided to funds and investment advisers whose operations may be affected by COVID-19. This client notice focuses on the extended relief for investment advisers and exempt reporting advisers.
In today’s Order, the SEC is removing two of the conditions to relief previously stated in its March 13 order (the “Original Order”). In particular, that an investment adviser that intends to rely upon the relief must (i) include, in its email correspondence to Commission staff and on its website, as applicable, why it is unable to meet a filing deadline or delivery requirement and (ii) provide an estimated date of filing or delivery completion. There are, however, other similar conditions that still must be adhered to. Below you will find the applicable time period, the relief granted, and the conditions for obtaining the relief. The most notable difference is that the disclosure of why (item (i) above) an adviser is unable to meet its deadline has been replaced by a more general notice (see conditions below) that the adviser is relying on today’s Order from SEC.
The relief specified in today’s Order is limited to filing or delivery obligations for which the original due date is on or after the date of the Original Order but on or prior to June 30, 2020. Today’s Order supersedes the Original Order.
ADV Amendment and ADV Part 2 Relief
For the time period specified above, a registered investment adviser is exempt from the requirements:
(a) under Rule 204-1 under the Advisers Act to file an amendment to Form ADV; and
(b) under Rule 204-3(b)(2) and (b)(4) related to the delivery of Form ADV Part 2 (or a summary of material changes) to existing clients, where the conditions below are satisfied.
Form ADV for Exempt Reporting Advisers
For the time period specified above, an exempt reporting adviser is exempt from the requirements under Rule 204-4 under the Advisers Act to file reports on Form ADV, where the conditions below are satisfied.
For the time period specified above, a registered investment adviser that is required by Section 204(b) of and Rule 204(b)-1 under the Advisers Act to file Form PF is exempt from those requirements, where the conditions below are satisfied.
Conditions for Relief
Investment advisers and exempt reporting adviser must satisfy the following conditions to obtain the relief described above:
(a) The registered investment adviser or exempt reporting adviser is unable to meet a filing deadline or delivery requirement due to circumstances related to current or potential effects of COVID-19;
(b) The investment adviser relying on this Order with respect to the filing of Form ADV or delivery of its brochure, summary of material changes, or brochure supplement required by Rule 204-3(b)(2) or (b)(4), promptly notifies the Commission staff via email at [email protected] and discloses on its public website (or if it does not have a public website, promptly notifies its clients and/or private fund investors) that it is relying on this Order.
(c) Any investment adviser relying on this order with respect to filing Form PF required by Rule 204(b)-1 must promptly notify the Commission staff via email at [email protected] stating that it is relying on this Order.
(d) The investment adviser files the Form ADV or Form PF, as applicable, and delivers the brochure (or summary of material changes) and brochure supplement required by Rule 204-3(b)(2) and (b)(4) under the Advisers Act, as soon as practicable, but not later than 45 days after the original due date for filing or delivery, as applicable.