This is the time of year that we receive many questions from investment advisers regarding the when, what and how of annual brochure delivery requirements. We thought our subscribers might benefit from those questions with our answers.
When do I need to deliver my firm’s brochure?
Within 120 days of the end of your fiscal year end. For firms with a fiscal year end of December 31, thanks to 2012 being a leap year, the deadline is April 29.
What must I deliver?
You must deliver either:
- A free updated brochure that either includes a summary of material changes or is accompanied by a summary of material changes; or
- A summary of material changes that includes an offer to provide a copy of the updated brochure.
If I offer to provide my brochure, what needs to be in my offer?
If you offer to provide your client with a brochure, your offer must state that the brochure will be provided free of charge and you must include your web address, email address and telephone number where your client can obtain the brochure.
What if I don’t have any material changes to my brochure?
If your last brochure does not contain any materially inaccurate information you are not required to prepare a “Summary of Material Changes”. If you do not need to prepare a summary of material changes, you do not need to deliver a summary of material changes or deliver brochure to your existing clients that year.
When do I need to deliver my brochure supplement?
You only need to update the supplement if it is materially inaccurate. You do not need to deliver a supplement to clients who previously received your supplement unless there is a material change relevant to disciplinary information.
Can I deliver my brochure and supplement electronically?
Yes; you may deliver the brochure (including Wrap Fee Brochure and Supplement) electronically if you comply with the SEC’s interpretive guidance on delivering documents electronically, which you can find www.sec.gov/rules/concept/33-7288.txt. You should document the clients that have provided consent for delivery of documents electronically and the clients that require paper copies. Brochures placed on the firm’s web site or on the IARD are not deemed to be delivered to your clients, even if clients have provided consent to electronic delivery.
Are the delivery requirements the same for advisers registered with the state authorities?
Not necessarily; while Michigan advisers are required to comply with the delivery requirements in the Instructions to Form ADV Part 2, some state authorities may not require the same procedures.
Contact Diane Bilich at DBilich@wnj.com.