In light of the global COVID-19 crisis, on March 13, the U.S. Securities and Exchange Commission (SEC) issued an order providing a temporary exemption from certain filing requirements under the U.S. Advisers Act of 1940 for registered and exempt reporting advisers affected by COVID-19, if certain conditions are met. The SEC noted that investment advisers may face challenges such as limited access to facilities, personnel, and third-party service providers. At the same time, the SEC reminded investment advisers who intend to rely on the extended deadlines to continue to evaluate their obligations, including their fiduciary duty, under the federal securities laws.
What you need to know
- Deadlines. The deadlines for filing and complying with delivery requirements for filings due between March 13 and April 30 are extended to no later than 45 days after the original due date, as follows:
- Form ADV. Registered investment advisers and exempt reporting advisers affected by COVID-19 must file their annual amendments to Form ADV no later than 45 days after the original due date.
- In addition, registered investment advisers affected by COVID-19 must deliver amended brochures, brochure supplements or summary of material changes to clients where the disclosures are not able to be delivered on a timely basis because of circumstances related to COVID-19 no later than 45 days after the original due date.
- In the case of investment advisers with December 31 fiscal year-end, the due date for filing Form ADV and delivering the brochure is now no later than May 14.
- Investment advisers who intend to take advantage of the deadline extension must: a) promptly notify the SEC via email at IARDLive@sec.gov that they intend to rely on the extension; b) disclose on their website (or if they do not have a public website, promptly notify clients and/or private fund investors) that they will be delaying their Form ADV filing; c) describe why they could not file Form ADV on a timely basis; and d) indicate when the filing is expected to be made.
- Form PF. Registered investment advisers affected by COVID-19 also must file their annual Form PF no later than 45 days after the original due date. In the case of registered investment advisers to private funds with assets under management of more than $150 million and December 31 fiscal year-end, the due date for filing Form PF and delivering the brochure is now no later than June 13.
- Registered investment advisers who intend to rely on the deadline extension must: a) promptly notify the SEC via email at FormPF@sec.gov that they intend to rely on the extension; b) describe why they could not file Form PF on a timely basis; and c) indicate when the filing is expected to be made.
- In conclusion, those who intend to rely on either Form ADV or Form PF deadline extensions must promptly notify the SEC of their intent to rely on an extension, describe why they could not file on a timely basis, and indicate when the filing is expected to be made.
Read all our coronavirus-related updates on our COVID-19 guidance for organizations resource page.
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