SECURITIES AND EXCHANGE COMMISSION 

17 CFR Parts 275 and 279 

Release No. IA-3129; File No. S7-10-00 

RIN 3235-AI17 

Amendments to Form ADV; Extension of Compliance Date 

AGENCY: Securities and Exchange Commission. 

ACTION: Final rule; extension of compliance date. 

SUMMARY: The Securities and Exchange Commission is extending the compliance 

date for Part 2B of Form ADV, the brochure supplement, and for certain rule provisions 

that relate to the delivery of brochure supplements. The Commission is extending the 

compliance date generally for four months to provide certain investment advisers 

additional time to design, test and implement systems and controls to satisfy their 

obligations to prepare and deliver brochure supplements. 

DATES: The effective date for amendments to Part 2 of Form ADV and related rules 

under the Advisers Act remains October 12, 2010. The compliance date for Form ADV, 

Part 2B and the provisions of rule 204-3 concerning the delivery of brochure supplements 

is extended generally for four months as described in the Supplementary Information 

section. 

FOR FURTHER INFORMATION CONTACT: Vivien Liu, Senior Counsel, or 

Daniel Kahl, Branch Chief, at (202) 551-6787 or IArules@sec.gov, Office of Investment 

Adviser Regulation, Division of Investment Management, U.S. Securities and Exchange 

Commission, 100 F Street, NE, Washington, DC 20549-8549.
2 

                                                       

SUPPLEMENTARY INFORMATION: On July 28, 2010, the Commission adopted 

amendments to Part 2 of Form ADV [17 CFR 279.1], and related rules under the 

Investment Advisers Act of 1940 [15 USC 80b] (“Advisers Act”),1

 to require registered 

investment advisers to provide clients with a brochure and brochure supplements written 

in plain English (“Adopting Release”).2

 The brochure contains information about the 

advisory firm, whereas the brochure supplement contains information about the advisory 

personnel on whom clients rely for investment advice. 

When we adopted amendments to Form ADV last July, we established two 

separate compliance dates for delivering brochure supplements. New investment adviser 

registrants, i.e., those that apply for registration on or after January 1, 2011, would begin 

providing brochure supplements to clients upon registering. Existing investment adviser 

registrants would provide brochure supplements to new and prospective clients upon 

filing their annual updating amendment to Form ADV for fiscal year ends beginning on 

December 31, 2010, and to existing clients within 60 days of filing the annual updating 

amendment. Most registered advisers have fiscal years ending on December 31 and 

must, as a result, file an annual updating amendment by March 31, 2011.3

 Absent an 

extension of the compliance date, these advisers would be required to deliver their first 

brochure supplements to new and prospective clients no later than March 31, 2011 and to 

existing clients no later than May 31, 2011. 

1

 See e.g., rule 204-3 [17 CFR 275.204-3], which requires registered advisers to deliver 

brochures and brochure supplements.   

2

 Amendments to Form ADV, Investment Advisers Act Rel. No. 3060 (July, 28, 2010) [75 

FR 49234 (Aug. 12, 2010)]. 

3

 Based on Investment Adviser Registration Depository data as of December 1, 2010, 92% 

of SEC-registered investment advisers report a December fiscal year end. 
3 

ADV and related rules under t

                                                       

 We have received correspondence from the Securities Industry and Financial 

Markets Association (“SIFMA”), requesting that we delay the compliance date for at 

least an additional four months, until July 31, 2011, solely with respect to requirements 

regarding delivery of the brochure supplement.4

 SIFMA asserts that preparing and 

disseminating brochures with respect to thousands of supervised person to tens of 

thousands of clients presents its members with substantial logistical challenges in 

meeting the compliance date. It asserts that its members need additional time to design, 

test and implement systems and controls that will assure that each client receives an 

accurate brochure supplement with respect to the supervised person who provides advice 

to that client. 

Based on the concerns expressed in the correspondence, and in light of similar 

concerns that have been expressed by other investment advisers to our staff, we are 

persuaded that a limited extension of the compliance date for the delivery of brochure 

supplements for existing registered advisers is appropriate.5

 We have based this decision 

on the information SIFMA has provided and our experience in overseeing the industry. 

In addition, to provide consistent treatment for newly registering advisers, we are also 

persuaded that the limited extension of the compliance date for the delivery of brochure 

supplements is appropriate for these advisers as well. We are not extending the 

compliance date for the filing and delivery of the brochure required by Part 2A of Form 

he Advisers Act, which is required for newly registering 

4

 Memorandum from Morgan Lewis on behalf of certain SIFMA member firms dated Dec. 

16, 2010 available at http://www.sec.gov/rules/proposed/s71000.shtml. 

5

 The North American Securities Administrators Association has recommended that the 

state securities authorities provide the same extension for state-registered investment 

advisers. However, state-registered advisers should contact the states where they are 

registered to confirm compliance dates. 
4 

investment advisers beginning on January 1, 2011, and for existing registered advisers 

when they file their annual updating amendments for fiscal years ending on and after 

December 31, 2010. 

 Accordingly, the Commission believes it is appropriate to modify and extend the 

compliance date for brochure supplements for the following investment advisers:6

 

Existing Registered Investment Advisers. All investment advisers registered with 

the Commission as of December 31, 2010, and having a fiscal year ending on December 

31, 2010 through April 30, 2011, have until July 31, 2011, to begin delivering brochure 

supplements to new and prospective clients. These advisers have until September 30, 

2011 to deliver brochure supplements to existing clients. The compliance dates for 

delivering brochure supplements for existing registered investment advisers with fiscal 

years ending after April 30, 2011 remain unchanged. 

Newly-registered Investment Advisers. All newly registered investment advisers 

filing their applications for registration from January 1, 2011 through April 30, 2011, 

have until May 1, 2011 to begin delivering brochure supplements to new and prospective 

clients. These advisers have until July 1, 2011 to deliver brochure supplements to 

existing clients. The compliance dates for delivering brochure supplements for newlyregistered investment advisers filing applications for registration after April 30, 2011 

remain unchanged. 

 The Commission finds that, for good cause and the reasons cited above, including 

the brief length of the extension we are granting, notice and solicitation of comment 

regarding the extension of the compliance date for Part 2B of Form ADV and the 

                                                       

6

 Advisers may choose to deliver brochure supplements earlier than the dates outlined in 

this release. 
5 

                                                       

provisions of rule 204-3 that relate to the delivery of brochure supplements are 

impracticable, unnecessary, or contrary to the public interest.7

 In this regard, the 

Commission also notes that investment advisers need to be informed as soon as possible 

of the extension and its length in order to plan and adjust their implementation process 

accordingly. 

 By the Commission. 

 Elizabeth M. Murphy 

 Secretary 

Date: December 28, 2010 

7

 See Section 553(b)(3)(B) of the Administrative Procedure Act (5 U.S.C. 553(b)(3)(B)) 

(“APA”) (an agency may dispense with prior notice and comment when it finds, for good 

cause, that notice and comment are “impracticable, unnecessary, or contrary to the public 

interest). This finding also satisfies the requirements of 5 U.S.C. 808(2), allowing the 

rules to become effective notwithstanding the requirement of 5 U.S.C. 801 (if a federal 

agency finds that notice and public comment are “impractical, unnecessary or contrary to 

the public interest,” a rule “shall take effect at such time as the federal agency 

promulgating the rule determines”). Also, because the Regulatory Flexibility Act (5 

U.S.C. 601 – 612) only requires agencies to prepare analyses when the Administrative 

Procedures Act requires general notice of rulemaking, that Act does not apply to the 

actions that we are taking in this release. The change to the compliance date is effective 

upon publication in the Federal Register. This date is less than 30 days after publication 

in the Federal Register, in accordance with the APA, which allows effectiveness in less 

than 30 days after publication for “a substantive rule which grants or recognizes an 

exemption or relieves a restriction.” See 5 U.S.C. 553(d)(1).