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Reminder: Form ADV Annual Amendment Filing Deadline and Potential Relief

By Robert R. Boeche II of Shustak Reynolds & Partners, P.C. posted on Thursday, March 19, 2020.

This is a reminder to registered investment advisers about the requirements surrounding your Form ADV annual amendment filing.  For most registered advisers,[1] the deadline to file the firm’s Form ADV is rapidly approaching.  According to Rule 204-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), registered advisers are required to file an annual amendment to Form ADV Parts 1 and 2 “annually, within 90 days of the end of your fiscal year.”  As most firm’s have a fiscal year-end of December 31, the deadline to make this year’s annual filing is March 30, 2020. Subsequently, per Rule 204-3(b)(2) and (b)(4), advisory firms must deliver the amended Form ADV Part 2 to clients “within 120 days after the end of your fiscal year.” 

This year however, in response to the current outbreak of coronavirus disease 2019 (“COVID-19”), the Securities and Exchange Commission (“SEC”) has provided temporary relief to advisory firms[2] impacted by COVID-19.  Specifically, per the SEC’s order, a temporary exemption has been adopted that covers filing and delivery obligations as specified in the Advisers Act that are otherwise due in the period from the date the order was issued through April 30th.  The order goes on to state that the time period could be extended, and additional exemptions may be provided. 

However, it is important to note that the SEC’s relief is not self-effectuating.  Rather, per the terms of the SEC’s order, registrants seeking to rely upon such relief provisions must satisfy the following conditions:

(a)    The registered investment adviser (or exempt reporting adviser) is unable to meet a filing deadline or delivery requirement due to circumstances related to current or potential effects of COVID-19;

(b)    The investment adviser relying on [the SEC’s order], with respect to the filing of Form ADV or delivery of its brochure, summary of material changes, or brochure supplement required by Rule 204-3(b)(2) or (b)(4), promptly provides the SEC via email at [email protected] 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:

1. that it is relying on [the SEC's order];

2. a brief description of the reasons why it could not file or deliver its Form on a timely basis; and

3. the estimated date by which it expects to file or deliver the Form.

Further, it is important to remember that state-registrants do not necessarily receive the same exemption.  Such firms impacted by COVID-19 should contact the respective state(s) in which they are registered to determine whether such an exemption is applicable. 

Should your firm need any assistance with interpreting the provisions of the SEC’s order and/or performing your Form ADV annual amendment filing, Shustak Reynolds & Partners is here to help.  Please contact us by visiting our website at https://www.shufirm.com/contact/ or by calling (619) 696-9500.



[1] Including those entities relying upon the “Exempt Reporting Adviser” statutes under 203A(a)(1)(A) of the Advisers Act.

[2] The SEC’s order also provides relief for Exempt Reporting Adviser and private fund reporting (via Form PF) requirements.

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