On Friday, March 13, 2020, the U.S. Securities and Exchange Commission, under the “public interest” powers in Section 206A of the Investment Advisers Act of 1940, issued an order offering registered investment advisers (as well as unregistered advisers that report as exempt reporting advisers) relief from certain filing deadlines (“Order”).
This relief is limited solely to Form ADV and Form PF filing and delivery obligations that would otherwise fall due between March 13, 2020 and April 30, 2020, where the deadline cannot be met “due to circumstances related to current or potential effects of COVID-19.”
To take advantage of this relief, however, a private fund manager will have to provide the following (i) information by email to the SEC and (ii) with respect to relief from Form ADV filing and delivery requirements, through a posting on the manager’s public website (or directly to private fund investors and the manager’s other clients if the manager does not have a public website):
(a) A statement that the manager is relying on the Order;
(b) A brief description “of the reasons why it could not file or deliver” its Form ADV or Form PF “on a timely basis”; and
(c) The date on which the manager estimates that it will make the relevant filing or delivery.
An additional condition of this relief is that the manager make the required filing or delivery “as soon as practicable, but not later than 45 days after the original due date[.]”
Given the limited scope, the limited duration and the public disclosure requirements associated with this relief, private fund managers should carefully weigh the potential benefits and drawbacks of this relief in advance. Managers also should consider whether the need to utilize such relief will reflect on the effectiveness of their business continuity planning.