On March 25, 2020, the U.S. Securities and Exchange Commission (the “SEC”) announced that it was issuing an order (the “Order”) extending and modifying regulatory relief previously provided on March 13, 2020 (the “Original Order”) to investment advisers whose operations may be affected by COVID-19.
The Order supersedes the Original Order and extends the relief from filing and delivery obligations for which the original due date is on or after March 13, 2020 but on or prior to June 30, 20201 (the “Exempt Period”), permitting filing or delivery up to 45 days after such original due date.
During the Exempt Period, a registered investment adviser is exempt from the requirements under (i) Rule 204-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) and (ii) Rule 204-3(b)(2) and (b)(4) under the Advisers Act related to the delivery of Form ADV Part 2 (or a summary of material changes) to existing clients, subject to the following conditions:
- Unable to File/Deliver by Deadline: The registered investment adviser or exempt reporting adviser must be unable to meet a filing deadline or delivery requirement due to circumstances related to current or potential effects of COVID-19;
- Disclose Reliance on Order: If relying on the Order for the filing of (i) Form ADV or delivery of its brochure, summary of material changes, or brochure supplement required by Rule 204-3(b)(2) or (b)(4) under the Advisers Act or (ii) Form PF, the investment adviser must promptly notify the SEC staff via email2 that it is relying on the Order. Additionally, with respect to relief from Form ADV filing and delivery requirements, the investment adviser must also disclose on its public website that it is relying on the Order; and
- File/Deliver As Soon As Practicable: The investment adviser must file the Form ADV or Form PF, as applicable, and deliver 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.
The Order removes the Original Order’s conditions that the investment adviser (i) include the reason why it is unable to meet the filing deadline or delivery requirement in the email and website notices discussed above and (ii) provide an estimated date of filing or delivery completion.
The SEC has also issued orders granting similar relief to public companies, discussed in our client alert found here, and investment funds and is continuing to monitor COVID-19 and its effect on registrants. The SEC may issue an additional extension with any other conditions it deems appropriate as well as issue other relief as it deems necessary.
1The exempt period under the Original Order ended on April 30, 2020.
2The email addresses for notices with respect to Form ADV and Form PF are [email protected] and [email protected], respectively.
3If the investment adviser does not have a public website, it must promptly notify its clients and/or private fund investors.
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