March 16, 2020
On March 13, 2020, the U.S. Securities and Exchange Commission ("SEC") issued an order providing temporary exemptive relief from certain requirements of the Investment Advisers Act of 1940, and the rules and regulations thereunder, for advisers who may be affected by the outbreak of COVID-19 (the "Order").
The exemptive relief relates to an adviser's requirement to file its Form ADV and Form PF, if applicable, in a timely manner, as well as the timing of the delivery, if required, of the adviser's (i) Form ADV Part 2; (ii) Form ADV Part 2 supplement; or (iii) summary of material changes to its Form ADV Part 2 (collectively, the "Brochure"). The Order sets out the following requirements, which must be satisfied in order to rely upon the relief:
- The adviser is unable to meet a filing deadline or delivery requirement due to circumstances related to current or potential effects of COVID-19; and
- The adviser promptly provides the SEC via email at IARDLive@sec.gov and discloses on its public website (or, if it does not have a public website, notifies its clients and/or private fund investors of) the following: (i) that it is relying on the Order; (ii) a brief description of the reasons why it could not file or deliver the necessary documentation on a timely basis; and (iii) the estimated date by which it expects to file Form ADV and/or Form PF, if applicable, and, to the extent the adviser is required to do so, deliver its Brochure.
The exemptive relief under the Order is only applicable to filing or delivery obligations that are due on or before April 30, 2020. An adviser that is relying on the exemptive relief provided by the Order must file its Form ADV and Form PF, if applicable, and/or deliver its Brochure as soon as practicable, but not later than 45 days after the original due date for filing or delivery.
Additionally, the SEC stated that advisers relying on the Order should continuously evaluate their obligations, including their fiduciary duty, under U.S. federal securities laws.
If you have any questions regarding this alert, or other questions regarding your regulatory obligations in light of the COVID-19 outbreak, please do not hesitate to contact us.