Revised SEC Order Eases Some Requirements for Delayed Form ADV Filing Due to COVID-19

On March 13, 2020, the Securities and Exchange Commission (SEC) issued an order (Original Order) providing relief for certain regulatory filings (specifically, annual updates to Form ADV and periodic filings of Form PF). After monitoring the ongoing crisis relating to COVID-19 and hearing from industry participants, the SEC has issued additional relief to decrease the requirements for claiming the relief in the original order (Revised Order).

Under the Revised Order, an investment adviser that has an obligation to file either Form ADV or Form PF can defer the filing or delivery deadline (as applicable) for the relevant document by 45 days if the adviser is unable to meet the regular deadline due to circumstances related to current or potential effects of COVID-19. The primary difference between the Original Order and the Revised Order is that the adviser is no longer required to provide to the SEC and its clients “a brief description of the reasons why it could not file or deliver its Form on a timely basis” and an estimated delivery date for the required filing or delivery. Under the Revised Order, it is sufficient for the adviser to notify the SEC via and its clients (either on its publicly available website or directly if it does not maintain a publicly available website) only that it is relying on the Revised Order.

The adviser still has an obligation to file or deliver, as applicable, the relevant document as soon as practical, but in no event later than 45 days after the original due date. However, the SEC reminded advisers in the Revised Order to “continue to evaluate their obligations, including their fiduciary duty, under the federal securities laws.” Based on this guidance, we continue to recommend that advisers rely on this relief only of there is a bona fide rationale for doing so and not merely to delay the required filing. The revised deadlines are as follows.