SEC Provides Targeted Relief from Forms ADV and PF Deadlines,
In-Person Fund Board Meetings, Fund Filing Deadlines
March 14, 2020
The SEC has issued two orders providing targeted relief from filing and delivery deadlines for Form ADV and Form PF, from in-person board meetings for registered funds, and certain other funds. The IAA has been in ongoing communication with regulators and requested this relief in response to member concerns about ongoing disruptions caused by the coronavirus pandemic. We will continue to provide support to our members as you address the unprecedented implications of the pandemic for your families, businesses, and clients.
The SEC’s announcement is available at https://www.sec.gov/news/press-release/2020-63. Up-to-date information about government and regulatory guidance in response to the coronavirus disruptions is available on the IAA’s Coronavirus Response Resources web page.
The Advisers Act Order exempts advisers for 45 days from the following requirements for filing or delivery obligations for which the original due date is before April 30 (i.e., on or after March 13 and on or before April 30: (i) under Rule 204-1 of the Advisers Act to file an amendment to Form ADV; (ii) under Rule 204-3(b)(2) and (b)(4) related to the delivery of Form ADV Part 2 (or a summary of material changes) to existing clients; and (iii) under Section 204(b) and Rule 204(b)-1 to file Form PF, under the following conditions:
- The adviser is unable to meet a filing deadline or delivery requirement due to circumstances related to current or potential effects of COVID-19;
- Any adviser relying on the Form ADV aspects of the order promptly provides the Commission via email at IARDLive@sec.gov and discloses on its public website (or if it does not have a public website, promptly notifies 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.
- Any adviser relying on the Form PF aspect of the order promptly notifies the Commission via email 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.
- The adviser files the Form ADV or Form PF, as applicable, and delivers the brochure (or summary of material changes) and brochure supplement as soon as practicable, but not later than 45 days after the original due date for filing or delivery, as applicable.
The Funds Order provides the following relief for the period from March 13 through June 15:
(i) A registered management investment company or BDC and any investment adviser of or principal underwriter for that company is exempt from the requirements imposed under sections 15(c) and 32(a) of the Investment Company Act and Rules 12b-1(b)(2) and 15a-4(b)(2)(ii) thereunder that votes of the board of directors of the company be cast in person, provided that:
(a) reliance on the order is necessary or appropriate due to circumstances related to current or potential effects of COVID-19;
(b) the votes required to be cast at an in-person meeting are instead cast at a meeting in which directors may participate by any means of communication that allows all directors participating to hear each other simultaneously during the meeting; and
(c) the board of directors, including a majority of the directors who are not interested persons of the company, ratifies the action taken pursuant to this exemption by vote cast at the next in-person meeting.
(ii) The Funds Order also provides relief for the period from March 13 through April 30 for the filing of Forms N-CEN and N-PORT and for the transmittal of annual and semi-annual reports to investors under the Investment Company Act under certain conditions.
(iii) Finally, the Funds Order provides relief for the period from March 13 through June 15 for filing of Form N-23C-2 under the Investment Company Act under certain conditions.
The IAA will continue to work with the SEC and other regulators to respond appropriately to the coronavirus disruptions. We will keep you informed via Member Alerts, our Coronavirus Response Resources page, and in our online news page IAA Today.
Please contact the IAA staff at IAALegalTeam@investmentadviser.org with any questions or concerns.