Coronavirus Update - SEC Issues Limited Form ADV and Form PF Filing Relief to Private Fund Managers

03.20.2020

On Friday, March 13, 2020, the U.S. Securities and Exchange Commission (the “SEC”) released an order, pursuant to its “public interest” powers under Section 206A of the Investment Advisers Act of 1940, as amended, providing private fund managers impacted by circumstances related to the COVID-19 virus with relief from certain filing deadlines to (the “Order”).

The Order relieves registered investment advisers and exempt reporting advisers from Form ADV and Form PF filing and delivery deadlines that would otherwise fall between March 13, 2020 and April 30, 2020. In order to claim relief under the Order, a private fund manager must meet the following conditions:

a) the investment manager must be 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 the Order with respect to the filing or delivery requirements of Form ADV or supplements thereto, must (1) provide the SEC via e-mail at IARDLive@sec.gov and (2) disclose on its public website or otherwise notify its clients and/or private fund investors of the following information:

  • that it is relying on the Order;
  • a brief description of the reasons why it could not file or deliver its Form on a timely basis; and
  • the estimated date by which it expects to file or deliver the Form.

c) The investment adviser relying on the Order with respect to the fling of delivery requirements of Form PF must (1) provide the SEC via e-mail at FormPF@sec.gov stating:

  • that it is relying on the Order;
  • a brief description of the reasons why it could not file its Form on a timely basis; and
  • the estimated date by which it expects to file the Form.

d) The investment adviser files the Form ADV or Form PF, as applicable, and delivers the brochure (or summary of material changes) and required 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 is Release No. 5463, available here.

Before taking advantage of the relief provided by the Order, private fund managers should carefully consider the benefits as well as potential consequences, including those stemming from the Order’s public disclosure requirements.

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