Scrapped Paper: SEC Adopts New Electronic Filing Requirements for Investment Advisers

The U.S. Securities and Exchange Commission (SEC) announced last week that it will now require electronic submissions via its Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system for certain applications, namely confidentiality requests under the Investment Advisers Act and Securities Exchange Act. Non-resident advisers will also be required to file their ADV-NR forms via the Investment Adviser Registration Depository (IARD).

Under the old rules, registered investment advisers, exempt reporting advisers, and any other person who met the definition of “investment adviser” who wished to apply for an order under the Investment Advisers Act (e.g., an exemption from some provision of the Advisers Act) would file paper requests in quintuplicate with the SEC’s Office of the Secretary. Once these new rules take effect, such requests will be made via EDGAR, harmonizing the Advisers Act with the Investment Company Act. Applicants seeking orders under both Acts will be able to file jointly in a single submission. Certain requirements, like notarized statements of fact and proposed notices, are being eliminated.

Confidentiality Requests

Confidential Treatment Requests for quarterly Form 13F reports are currently filed in quintuplicate paper form with the SEC. Going forward, those requests may simply be electronically filed via EDGAR. Further changes to the form, such as a requirement to provide additional identifying information like a SEC file number, will be made as well.

Non-Resident Advisers

Also, non-resident general partners and non-resident managing agents of investment advisers will need to submit their ADV-NR forms electronically via IARD instead of paper, bringing this requirement in line with those for resident advisers. Amendments within 30 days are required if any info in the ADV-NR form becomes inaccurate.

Effective Date

The rule, published in the Federal Register on June 30, 2022, requires compliance within sixty days of its publication in the Federal Register. Most of the changes will therefore be in effect as of August 29, 2022, but changes to Form 13F are effective as of January 3, 2023.

We are closely watching changes in SEC regulations. Please reach out to any member of the firm’s Corporate & Securities Group with questions on how to anticipate and timely meet obligations under the proposed rules.

Additional research and writing from Kevin Cassato, a 2022 summer associate in ArentFox Schiff's Chicago office and a law student at the University of Illinois College of Law.


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