August 3, 2020

Volume X, Number 216

July 31, 2020

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COVID-19 Update—SEC Staff Expands Exchange Act, Form ADV and Form PF Filing Relief

On March 25, 2020, the staff of the Securities and Exchange Commission issued two exemptive orders expanding previously issued temporary relief from Exchange Act filings on Schedules 13G and 13F, as well as expanding previously issued temporary relief and relaxing conditions for Form ADV and Form PF filing and delivery obligations (each, a “New Order” and together, the “New Orders”). The New Orders supersede the original orders issued on March 4, 2020 with respect to the Exchange Act relief (previous Vedder Price Alert available here) and March 13, 2020 with respect to the Form ADV and Form PF relief .

Schedules 13G and 13F Relief

The New Order, like the original order, extends the due date of filings on Schedules 13G and 13F for up to a maximum of 45 days from the original due date, but now covers those filings that would otherwise be due on or before July 1, 2020 (the original order applied only to those filings due through April 30, 2020). As a reminder, the New Order does not apply to filings on Schedule 13D.

Form ADV and Form PF Relief

The New Order, like the original order, extends the due date of filings and deliveries, as applicable, of Form ADV or Form PF for up to a maximum of 45 days from the original due date, but now applies to filings or deliveries that are due on or before June 30, 2020 (the original order applied only to those filings and deliveries due on or before April 30, 2020).

Note that Form ADVs normally due by March 31 will continue to have a due date of May 15, 2020, the same as under the original order, subject to the conditions below.

To rely on the Form ADV or Form PF relief, an adviser must:

  • promptly notify the SEC staff via email at IARDLive@sec.gov (for Form ADV) or FormPF@sec.gov (for Form PF) and, with respect to Form ADV only, disclose on the adviser’s public website (if the adviser does not have a public website, it must promptly notify its clients and/or private fund investors) that the adviser is relying on the New Order; and

  • file and deliver, as applicable, its Form ADV or Form PF as soon as practicable, but in no event later than 45 days of the original due date for filing or delivery.

Note that the New Order removes the condition to include in the email correspondence to the staff and website disclosure, as applicable, why it is unable to meet the filing or delivery deadline and provide an estimated date of filing or delivery.

© 2020 Vedder PriceNational Law Review, Volume X, Number 87

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About this Author

Joseph Mannon, Investment Lawyer, Vedder Price Law Firm
Shareholder

Joseph M. Mannon is a member of Vedder Price P.C.’s Investment Services group.

Mr. Mannon focuses his practice on legal and compliance matters for investment advisers, mutual funds, closed-end funds and unregistered vehicles such as hedge funds, hedge fund of funds and other investment entities.  With regard to unregistered vehicles, he frequently counsels clients on fund formation and structuring matters for funds organized both in the United States and abroad.  He also counsels clients on issues relating to commodity trading advisers and...

312-609-7883
Cody J. Vitello, Vedder Price Law Firm, Investment Attorney
Associate

Cody J. Vitello is an Associate in the firm’s Financial Institutions group.

Prior to joining Vedder Price, Mr. Vitello worked at the Federal Deposit Insurance Corporation, where he researched and analyzed federal and state bank statutes, regulations and opinions and drafted memoranda, letters and guidelines to be used by in-house staff and outside bank officials. Mr. Vitello also gained general corporate and financial regulation experience while he was an extern at the Commodity Futures Trading Commission and as a student-attorney at the Loyola University Chicago Business Law Center. Prior to attending law school, Mr. Vitello was a Credit Manager at Wells Fargo Financial.  

312-609 7816
Adam Goldman Investment Attorney Vedder Price
Associate

Adam S. Goldman is an Associate in the Chicago office of Vedder Price and a member of the firm’s Investment Services practice group.

Prior to joining Vedder Price, Mr. Goldman practiced at a boutique financial services firm, representing broker-dealers, investment advisers, commodity pool operators, private equity funds, and other investment services clients in transactional, litigation, and compliance matters. Mr. Goldman also counseled public companies on required filings under the 1933 and 1934 Acts and other regulatory issues.

While in law school, Mr. Goldman competed in...

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