SEC Announces Coronavirus RIA Form ADV Amendment Filing Extension

The U.S. Securities and Exchange Commission (SEC) announced that registered investment advisers (“RIAs”) and exempt reporting advisers (“ERAs”) impacted by the COVID-19 coronavirus with a traditional December fiscal year end date will have until May 14, 2020 (45 days after the original due date) to file Form ADV amendments, including the important annual updating amendment. The normal deadline for firms with a December fiscal year end to file the annual updating amendment is March 30, 2020.

The extended deadline is not without conditions. As such, at this time, we continue to recommend that all SEC-registered investment advisers and exempt reporting advisers plan to still meet their normal regulatory filing deadlines if at all possible.

Specifically, to qualify for this relief an RIA or ERA must:

• Be unable to meet the normal filing deadline due to “current or potential effects” of COVID-19
• Email IARDLive@sec.gov to notify the SEC that the firm cannot meet the normal deadline
• State on the firm’s website that it cannot meet the deadline and is relying on the SEC’s order
• Disclose on the firm’s website the reasons it cannot meet the normal deadline
• Provide an estimate on the firm’s website when the firm intends to actually file its amendment

Important Update: The SEC issued an updated notice on March 25, 2020 which no longer requires RIA firms seeking relief to 1) disclose to the SEC or on the firm’s website why it cannot meet the normal deadline or 2) provide an estimate to the SEC or on the firm’s website when the firm intends to actually file its amendment. It also extends this relief to any regulatory filings or obligations through June 30, 2020. However, RIA firms still have 45 days from the original due to file Form ADV amendments, including the annual updating amendment.All other requirements listed above still apply including notifying the SEC and posting a notice on the firm’s website.

The relief applies both to the annual updating amendment and other-than-annual amendments, which are typically required to be made promptly upon a material change. It also applies to Form PF, a separate form filed by private fund advisers with over $150,000,000 in private fund regulatory assets under management. A copy of the SEC’s Order is available here.

Firms are already taking steps to deal with COVID-19, including assessing their communication, regulatory obligations, technology stack, and cybersecurity program. Given the obligations entailed by the SEC’s relief, RIAs and ERAs will have to balance (i) the effort of complying with the relief requirements plus later filing an annual amendment with (ii) pressing to get the annual amendment completed by the normal deadline despite the difficult circumstances presented by COVID-19.

Regardless of the prerequisites that the extended deadline involves, the SEC has demonstrated a clear commitment to helping investment advisers navigate the myriad problems presented by the COVID-19 pandemic. At this time, it is unclear whether states will follow suit and grant their own forms of relief to investment advisers regulated at the state rather than federal level.