SEC Settles Charges with 27 Registered Investment Advisers and Broker-Dealers for Failing to Timely File and Deliver Form CRS

August 17, 2021

On July 26, 2021,1 for the first time since Form CRS became effective in June of 2020,2 the Securities and Exchange Commission (the “SEC”) found that twenty-one registered investment advisers and six registered broker-dealers (collectively, “Registrants”) failed to timely file and deliver Form CRS to their retail investors.3

Registrants who have retail investors were required to file Forms CRS4 with the SEC (and the Financial Industry Regulatory Authority (FINRA) for broker-dealers) and begin delivering them to prospective and new retail investors by June 30, 2020. Registrants were also required to deliver Form CRS to existing retail investor clients or customers by July 30, 2020 and prominently post their current Form CRS on their website, if they had one.

According to the SEC’s orders, the Registrants missed their Form CRS related regulatory deadlines. The orders found that none of the Registrants filed or delivered its Form CRS, or posted it to its website, until being reminded, in some cases twice, of the missed deadlines by the SEC’s Division of Examinations or FINRA. Without admitting or denying the findings, the Registrants agreed to pay civil penalties ranging from $10,000 to $97,523.

S&K Observations

These enforcement actions emphasize the importance for Registrants that have retail investors to satisfy their Form CRS filing and delivery obligations in a timely manner. It is also a reminder of the need to have proactive and effective compliance programs. All investment advisers and broker-dealers should pay close attention when notified by regulators and take action when necessary. We recommend that Registrants take this opportunity to review the applicability of Form CRS and their compliance with the regulatory requirements of the form.

Seward & Kissel LLP, and our compliance consulting service SKRC (Seward & Kissel Regulatory Compliance), are available to assist Registrants with compliance with the requirements of Form CRS.


1 See SEC Press Release available at

2 See Seward & Kissel LLP Client Alerts “Reminder: Registered Investment Advisers with Retail Investors Must File Form CRS by June 30, 2020” dated June 4, 2020 available at; “SEC OCIE Issues Risk Alert Regarding Examinations that Focus on Compliance with Form CRS” dated April 15, 2020 available at; and “Overview of Form CRS Relationship Summary for Investment Advisers” dated April 9, 2020 available at

3 A “retail investor” is defined as “a natural person, or the legal representative of such natural person, who seeks to receive or receives services primarily for personal, family or household purposes.” Exchange Act Rule 17a14(e)(2); Advisers Act Rule 204-5(d)(2). SEC-registered investment advisers (“advisers”) are not required to deliver Form CRS to retail investors in pooled investment vehicles, such as hedge funds, private equity funds and venture capital funds, unless the adviser has a separate basis for delivering a relationship summary to these investors, such as separately managed account arrangements. Therefore, advisers that only advise these types of pooled investment vehicles are not required to prepare, file or deliver Form CRS even if those vehicles include retail investors. See SEC FAQs on Form CRS available at

4 Form CRS is a customer/client relationship summary describing: (i) the types of services offered by Registrants, (ii) the fees and costs associated with these services, (iii) the conflicts of interest Registrants may have, (iv) the required standard of conduct associated with the services they offer, (v) whether Registrants and their financial professionals have reportable legal or disciplinary history, and (vi) key questions (or conversation starters) for retail investors to ask the Registrants’. See Form CRS available at and Form CRS Relationship Summary; Amendments to Form ADV, Investment Advisers Act Release No IA-5247 (June 5, 2019) available at