Reminder Regarding Annual Amendment to Form ADV

February 6, 2018

As a reminder, an SEC-registered investment adviser (an “Adviser”) with a December 31st fiscal year-end must submit an annual amendment to its Form ADV on or before March 31, 2018. Since an Adviser will be required to complete the newly amended Form ADV, we recommend preparing the annual amendment as soon as possible. The following is a list of certain new items required by the amended Form ADV.1

Information Regarding Separately Managed Accounts

To the extent applicable, an Adviser will be required to provide additional information regarding its separately managed account (“SMA”) business, including:2

  • The approximate percentage of its SMA regulatory assets under management (“RAUM”) that are invested in various asset categories;3
  • Any custodians that account for at least ten percent of its SMA RAUM and the amount of SMA RAUM held at the custodian; and
  • With respect to an Adviser with SMA RAUM of at least $500 million, the amount of SMA RAUM and the amount of borrowings in SMAs associated with certain specified levels of gross notional exposure (i.e., “Less than 10%,” “10-149%,” and “150% or more”). In addition, an Adviser with at least $10 billion in SMA RAUM must provide the amount of derivatives in SMAs associated with these levels of gross notional exposure.4

Additional Identifying Information and Information Regarding Advisory Business

An Adviser will be required to report additional identifying information and information regarding its advisory business, including:

  • Publicly available social media webpages where the Adviser controls the content on the webpage;
  • Information on its largest 25 offices in terms of number of employees;
  • Whether the Chief Compliance Officer is compensated or employed by any person other than the Adviser, a related person of the Adviser, or an investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”) that is advised by the Adviser, for providing chief compliance officer services to the Adviser;
  • The number of clients and amount of RAUM attributable to each type of client (e.g., high net worth individuals, investment companies, pooled investment vehicles, etc.);
  • The number of clients for whom it provides advisory services but does not have RAUM, such as nondiscretionary accounts;
  • The approximate amount of RAUM attributable to clients that are non-U.S. persons;
  • The RAUM of all “parallel managed accounts” related to a registered investment company, or series thereof, or business development company that it advises;
  • The RAUM attributable to acting as a sponsor to or portfolio manager for a wrap fee program;
  • Additional information about its financial industry affiliations and private fund reporting; and
  • With respect to an Adviser to private funds that qualify for the exclusion from the definition of investment company under Section 3(c)(1) of the Investment Company Act, whether the Adviser limits sales of the fund to “qualified clients,” as defined in Rule 205-3 of the Advisers Act.

Umbrella Registration

Amended Form ADV facilitates an “umbrella registration” on a single Form ADV for multiple private fund adviser entities operating a single advisory business under certain conditions. New Schedule R of Form ADV will require reporting of certain information about each relying adviser in an umbrella registration.

Umbrella registration is not available to a non-U.S. filing adviser or an exempt reporting adviser. To the extent umbrella registration is no longer available to a relying adviser; the relying adviser must be separately registered with the SEC on or before the filing adviser’s next annual amendment to its Form ADV.


1 Seward & Kissel’s “Guide to Completing Form ADV Part 1A” is available on our online compliance subscription service.

2 An Adviser may be required to determine whether certain client accounts, such as a “fund of one,” should be treated as a pooled investment vehicle or a separately managed account.

3 An Adviser with less than $10 billion in SMA RAUM must provide this information as of end of year. An Adviser with at least $10 billion in SMA RAUM must provide this information as of both mid-year and end of year.

4 An Adviser with at least $10 billion in SMA RAUM must provide gross notional exposure information relating to SMA RAUM, borrowings and derivatives as of both mid-year and end of year.


If you have any questions regarding the matters covered in this memo, please contact any of the partners and counsel listed below or your primary attorney in Seward & Kissel’s Investment Management Group.

Seward & Kissel Regulatory Compliance (SKRC) offers comprehensive compliance consulting services. Please contact any of the attorneys listed below to learn more about SKRC.