Confidential Treatment for Advisers Act Filings: Process Changes and Practical Takeaways

Investment advisers may request confidential treatment of certain information in Form ADV and other filings under the Investment Advisers Act of 1940 (Advisers Act), which currently only the Commission itself has the authority to grant or deny (or revoke). On December 29, 2025, the Securities and Exchange Commission (SEC or Commission) amended its regulations to delegate authority to the Director of the Division of Investment Management (Division) to grant, deny, and revoke requests for confidential treatment of information in Form ADV, among other filings under the Advisers Act. 

The SEC and Staff of the Division have received such requests for confidential treatment in the past. At times, and in part, because such requests have required direct action by the full SEC Commission, such requests can remain pending or unaddressed for extended periods of time without clarity on the SEC’s or Staff’s view. In adopting these amendments, which are designed to “conserve the Commission’s resources and facilitate efficient consideration of applications for confidential treatment for information included in such filings,” the SEC recognizes that there may be instances where public disclosure of certain information is neither necessary nor appropriate in the public interest or for the protection of investors. Additionally, registrants seeking confidential treatment benefit from clarity when a confidential treatment request is either directly approved or denied.

Background

Section 210(a) of the Advisers Act provides that information contained in any registration application or report filed with the Commission under the Advisers Act will be made available to the public, unless the Commission finds that public disclosure is neither necessary nor appropriate in the public interest or for the protection of investors. Specifically, Form ADV is the publicly available uniform application for investment adviser registration and the reporting form for exempt reporting advisers, which provides industry-wide disclosures that are important for several reasons, including allowing clients, prospective clients, and the public to review an adviser’s public disclosures and make informed decisions about whether to hire or retain an adviser. 

Section 211(c) of the Advisers Act requires that orders of the Commission under the Advisers Act will be issued only after appropriate notice and opportunity for hearing. New rule 30-5(g)(8) grants the Division Director delegated authority to authorize the issuance of orders granting and denying applications for confidential treatment filed pursuant to section 210(a) of the Advisers Act and revoking previously issued orders granting confidential treatment. Such orders would be deemed orders of the Commission issued under delegated authority.

Takeaways

• The SEC has delegated authority to the Director of the Division to issue orders that grant, deny, and revoke confidential treatment for information in filings made under section 210(a) of the Advisers Act.
• This delegation does not cover other kinds of confidential treatment requests, such as those under the Freedom of Information Act (FOIA).
• While this delegated authority may facilitate or potentially ease the path to requesting and obtaining confidential treatment for certain disclosures in Form ADV (for example), the Commission reiterated the importance of public availability of Form ADV disclosures for client due diligence and as a deterrent to misconduct, while recognizing limited circumstances where confidentiality may be appropriate.
• Applicants seeking confidential treatment must file under Rule 190 of the Commission’s Rules of Practice, including a sealed copy of the materials for which confidential treatment is sought; materials remain confidential pending decision and any final order granting or denying relief is made public.