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Instructions & Glossary
Part 1A (including Schedules A, B, C, D and DRPs)
Part 1B (state-registered advisers only - link to NASAA website)
Part 2 (effective as of October 12, 2010)
o Part II (current through October 12, 2010)
Execution Pages
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Federal Information Law and Requirements
Sections 203(c) and 204 of the Advisers Act [15 U.S.C. §§ 80b-3(c) and 80b-4] authorize the SEC to
collect the information required by Form ADV. The SEC collects the information for regulatory
purposes, such as deciding whether to grant registration. Filing Form ADV is mandatory for advisers
who are required to register with the SEC. The SEC maintains the information submitted on this form
and makes it publicly available. The SEC may return forms that do not include required information.
Intentional misstatements or omissions constitute federal criminal violations under 18 U.S.C. § 1001
and 15 U.S.C. § 80b-17.
SEC’s Collection of Information
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of
information unless it displays a currently valid control number. The Advisers Act authorizes the SEC
to collect the information on Form ADV from applicants. See 15 U.S.C. §§ 80b-3(c)(1) and 80b-4.
Filing the form is mandatory.
The main purpose of this form is to enable the SEC to register investment advisers. Every applicant
for registration with the SEC as an adviser must file the form. See 17 C.F.R. § 275.203-1. By
accepting a form, however, the SEC does not make a finding that it has been completed or submitted
correctly. The form is filed annually by every adviser, no later than 90 days after the end of its fiscal
year, to amend its registration. It is also filed promptly during the year to reflect material changes.
See 17 C.F.R. § 275.204-1. The SEC maintains the information on the form and makes it publicly
available through the IARD.
Anyone may send the SEC comments on the accuracy of the burden estimate on page 1 of the form, as
well as suggestions for reducing the burden. The Office of Management and Budget has reviewed this
collection of information under 44 U.S.C. § 3507.
The information contained in the form is part of a system of records subject to the Privacy Act of
1974, as amended. The SEC has published in the Federal Register the Privacy Act System of Records
Notice for these records.
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FORM ADV (Paper Version)
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
Form ADV: General Instructions
Read these instructions carefully before filing Form ADV. Failure to follow these instructions,
properly complete the form, or pay all required fees may result in your application being delayed
or rejected.
In these instructions and in Form ADV, “you” means the investment adviser (i.e., the advisory
firm) applying for registration or amending its registration. If you are a “separately identifiable
department or division” (SID) of a bank, “you” means the SID, rather than your bank, unless the
instructions or the form provide otherwise. Terms that appear in italics are defined in the
Glossary of Terms to Form ADV.
1.
Where can I get more information on Form ADV, electronic filing, and the IARD?
The SEC provides information about its rules and the Advisers Act on its website:
.
NASAA provides information about state investment adviser laws and state rules, and how to
contact a state securities authority, on its website: .
FINRA provides information about the IARD and electronic filing on the IARD website:
.
2.
What is Form ADV used for?
Investment advisers use Form ADV to:
Register with the Securities and Exchange Commission
Register with one or more state securities authorities
Amend those registrations
3.
How is Form ADV organized?
Form ADV contains four parts:
Part 1A asks a number of questions about you, your business practices, the persons who
own and control you, and the persons who provide investment advice on your behalf. All
advisers registering with the SEC or any of the state securities authorities must complete
Part 1A.
SEC 1707 (10-10)
File 1 of 4
Form ADV: General Instructions
Page 2
Part 1A also contains several supplemental schedules. The items of Part 1A let you know
which schedules you must complete.
◦
◦
◦
◦
◦
Schedule A asks for information about your direct owners and executive officers.
Schedule B asks for information about your indirect owners.
Schedule C is used by paper filers to update the information required by Schedules A
and B (see Instruction 14).
Schedule D asks for additional information for certain items in Part 1A.
Disclosure Reporting Pages (or DRPs) are schedules that ask for details about
disciplinary events involving you or your advisory affiliates.
Part 1B asks additional questions required by state securities authorities. Part 1B
contains three additional DRPs. If you are applying for registration or are registered only
with the SEC, you do not have to complete Part 1B. (If you are filing electronically and
you do not have to complete Part 1B, you will not see Part 1B.)
Part 2A requires advisers to create narrative brochures containing information about the
advisory firm. The requirements in Part 2A apply to all investment advisers registered
with or applying for registration with the SEC. If you are registered with or applying for
registration with one or more of the state securities authorities, you should contact the
appropriate state securities authorities to determine whether the requirements in Part 2A
apply to you.
Part 2B requires advisers to create brochure supplements containing information about
certain supervised persons. The requirements in Part 2B apply to all investment advisers
registered with or applying for registration with the SEC. If you are registered with or
applying for registration with one or more of the state securities authorities, you should
contact the appropriate state securities authorities to determine whether the requirements
in Part 2B apply to you.
4.
When am I required to update my Form ADV?
You must amend your Form ADV each year by filing an annual updating amendment within 90
days after the end of your fiscal year. When you submit your annual updating amendment, you
must update your responses to all items. You must submit your summary of material changes
required by Item 2 of Part 2 either in the brochure (cover page or the page immediately
thereafter) or as an exhibit to your brochure.
In addition to your annual updating amendment, you must amend your Form ADV by filing
additional amendments (other-than-annual amendments) promptly if:
information you provided in response to Items 1, 3, 9 (except 9.A.(2), 9.B.(2), and 9.(E)),
or 11 of Part 1A or Items 1, 2.A. through 2.F., or 2.I. of Part 1B becomes inaccurate in
any way;
Form ADV: General Instructions
Page 3
information you provided in response to Items 4, 8, or 10 of Part 1A or Item 2.G. of Part
1B becomes materially inaccurate; or
● information you provided in your brochure becomes materially inaccurate (see note
below for exceptions).
Notes: Part 1: If you are submitting an other-than-annual amendment, you are not required
to update your responses to Items 2, 5, 6, 7, 9.A.(2), 9.B.(2), 9.E., or 12 of Part 1A or
Items 2.H. or 2.J. of Part 1B even if your responses to those items have become
inaccurate.
Part 2: You must amend your brochure supplements (see Form ADV, Part 2B)
promptly if any information in them becomes materially inaccurate. If you are
submitting an other-than-annual amendment to your brochure, you are not required to
update your summary of material changes as required by Item 2. You are not required
to update your brochure between annual amendments solely because the amount of
client assets you manage has changed or because your fee schedule has changed.
However, if you are updating your brochure for a separate reason in between annual
amendments, and the amount of client assets you manage listed in response to Item
4.E or your fee schedule listed in response to Item 5.A has become materially
inaccurate, you should update that item(s) as part of the interim amendment.
If you are an SEC-registered adviser, you are required to file your brochure amendments
electronically through IARD. You are not required to file amendments to your brochure
supplements with the SEC, but you must maintain a copy of them in your files.
If you are a state-registered adviser, you are required to file your brochure amendments
and brochure supplement amendments with the appropriate state securities authorities
through IARD.
Failure to update your Form ADV, as required by this instruction, is a violation of SEC
rule 204-1 or similar state rules and could lead to your registration being revoked.
5.
Part 2 of Form ADV was amended recently. When do I have to comply with the
new requirements?
If you are applying for registration with the SEC:
Beginning January 1, 2011, your application for registration must include a narrative
brochure prepared in accordance with the requirements of (amended) Part 2A of Form
ADV. See SEC rule 203-1. After that date, the SEC will not accept any application that
does not include a brochure(s) that satisfies the requirements of (amended) Part 2 of
Form ADV.
Form ADV: General Instructions
Page 4
Until that date, you may (but are not required to) include in your application a narrative
brochure that meets the requirements of (amended) Part 2A of Form ADV. If you do not
do this, you must comply with the requirements for preparing, delivering, and offering
“old” Part II of Form ADV.
If you already are registered with or have submitted an application for registration with the SEC:
● If your fiscal year ends on or after December 31, 2010, you must amend your Form ADV
to add a narrative brochure that meets the requirements of (amended) Part 2A of Form
ADV when you file your next annual updating amendment.
Until that date, you may (but are not required to) submit a narrative brochure that meets
the requirements of (amended) Part 2A of Form ADV. If you do not do this, you must
continue to comply with the requirements for preparing, delivering, and offering “old”
Part II of Form ADV.
Note: Until you are required to meet the requirements of (amended) Part 2, you can satisfy the
requirements related to “old” Part II by updating the information in your “old” Part II whenever it
becomes materially inaccurate. You must deliver “old” Part II or a brochure containing at least
the information contained in “old” Part II to prospective clients and annually offer it to current
clients. You are not required to file “old” Part II with the SEC, but you must keep a copy in your
files, and provide it to the SEC staff upon request.
If you are applying for registration or are registered with one or more state securities authorities,
contact the appropriate state securities authorities or check for more
information about the implementation deadline for the amended Part 2.
6.
Where do I sign my Form ADV application or amendment?
You must sign the appropriate Execution Page. There are three Execution Pages at the end of the
form. Your initial application and all amendments to Form ADV must include at least one
Execution Page.
If you are applying for or are amending your SEC registration, you must sign and submit
either a:
◦
Domestic Investment Adviser Execution Page, if you (the advisory firm) are a
resident of the United States; or
◦
Non-Resident Investment Adviser Execution Page, if you (the advisory firm) are not a
resident of the United States.
If you are applying for or are amending your registration with a state securities authority,
you must sign and submit the State-Registered Investment Adviser Execution Page.
Form ADV: General Instructions
7.
Page 5
Who must sign my Form ADV or amendment?
The individual who signs the form depends upon your form of organization:
For a sole proprietorship, the sole proprietor.
For a partnership, a general partner.
For a corporation, an authorized principal officer.
For a “separately identifiable department or division” (SID) of a bank, a principal officer
of your bank who is directly engaged in the management, direction, or supervision of your
investment advisory activities.
For all others, an authorized individual who participates in managing or directing your
affairs.
The signature does not have to be notarized, and in the case of an electronic filing, should be a
typed name.
8.
How do I file my Form ADV?
Complete Form ADV electronically using the Investment Adviser Registration Depository
(IARD) if:
You are filing with the SEC (and submitting notice filings to any of the state securities
authorities), or
You are filing with a state securities authority that requires or permits advisers to submit
Form ADV through the IARD.
Note: SEC rules require advisers that are registered or applying for registration with the
SEC to file electronically through the IARD system. See SEC rule 203-1. Check with
the state securities authorities of each state in which you have a filing obligation to
determine whether you can or must file Form ADV electronically through the IARD.
To file electronically, go to the IARD website (), which contains detailed
instructions for advisers to follow when filing through the IARD.
Complete Form ADV (Paper Version) on paper if:
You are filing with the SEC or a state securities authority that requires electronic filing,
but you have been granted a continuing hardship exemption. Hardship exemptions are
described in Instruction 14.
You are filing with a state securities authority that permits (but does not require)
electronic filing and you do not file electronically.
9.
How do I get started filing electronically?
Form ADV: General Instructions
Page 6
First, get a copy of the IARD Entitlement Package from the following web site:
. Second, request access to the IARD system for
your firm by completing and submitting the IARD Entitlement Package. The IARD
Entitlement Package must be submitted on paper. Mail the forms to: FINRA Entitlement
Group, P.O. Box 9495, Gaithersburg, MD 20898-9495.
When FINRA receives your Entitlement Package, they will assign a CRD number
(identification number for your firm) and a user I.D. code and password (identification
number and system password for the individual(s) who will submit Form ADV filings for
your firm). Your firm may request an I.D. code and password for more than one
individual. FINRA also will create a financial account for you from which the IARD will
deduct filing fees and any state fees you are required to pay. If you already have a CRD
account with FINRA, it will also serve as your IARD account; a separate account will not
be established.
Once you receive your CRD number, user I.D. code and password, and you have funded
your account, you are ready to file electronically.
Questions regarding the Entitlement Process should be addressed to FINRA at
240.386.4848.
10.
If I am applying for registration with the SEC, or amending my SEC registration,
how do I make notice filings with the state securities authorities?
If you are applying for registration with the SEC or are amending your SEC registration, one or
more state securities authorities may require you to provide them with copies of your SEC
filings. We call these filings “notice filings.” Your notice filings will be sent electronically to
the states that you check on Item 2.B. of Part 1A. The state securities authorities to which you
send notice filings may charge fees, which will be deducted from the account you establish with
FINRA. To determine which state securities authorities require SEC-registered advisers to
submit notice filings and to pay fees, consult the relevant state investment adviser law or state
securities authority. See General Instruction 1.
If you are granted a continuing hardship exemption to file Form ADV on paper, FINRA will
enter your filing into the IARD and your notice filings will be sent electronically to the state
securities authorities that you check on Item 2.B. of Part 1A.
11.
I am registered with a state. When must I switch to SEC registration?
If you report on your annual updating amendment that your assets under management have
increased to $30 million or more, you must register with the SEC within 90 days after you file that
annual updating amendment. If your assets under management increase to $25 million or more but
not $30 million, you may, but are not required to, register with the SEC (assuming you are not
otherwise required to register with the SEC). Once you register with the SEC, you are subject to
SEC regulation, regardless of whether you remain registered with one or more states. Each of your
Form ADV: General Instructions
Page 7
investment adviser representatives, however, may be subject to registration in those states in which
the representative has a place of business. See SEC rule 203A-1(b). For additional information,
consult the investment adviser laws or the state securities authority for the particular state in which
you are “doing business.” See General Instruction 1.
Note: The amount of assets under management that determines whether you register with the
SEC or states will change in 2011 as a result of amendments to the Investment Advisers Act.
12.
I am registered with the SEC. When must I switch to registration with a state
securities authority?
If you report on your annual updating amendment that you have assets under management of less
than $25 million and you are not otherwise eligible to register with the SEC, you must withdraw
from SEC registration within 180 days after the end of your fiscal year by filing Form ADV-W.
You should consult state law in the states that you are doing business to determine if you are
required to register in these states. See General Instruction 1. Until you file your Form ADV-W
with the SEC, you will remain subject to SEC regulation, and you also will be subject to
regulation in any states where you register. See SEC rule 203A-1(b).
Note: The amount of assets under management that determines whether you register with the
SEC or states will change in 2011 as a result of amendments to the Investment Advisers Act.
13.
Are there filing fees?
Yes. These fees go to support and maintain the IARD. The IARD filing fees are in addition to
any registration or other fee that may be required by state law. You must pay an IARD filing fee
for your initial application and each annual updating amendment. There is no filing fee for an
other-than-annual amendment or Form ADV-W. The IARD filing fee schedule is published at
; ; and .
If you are submitting a paper filing under a continuing hardship exemption (see Instruction 14),
you are required to pay an additional fee. The amount of the additional fee depends on whether
you are filing Form ADV or Form ADV-W. (There is no additional fee for filings made on Form
ADV-W.) The hardship filing fee schedule is available by contacting FINRA at 240.386.4848.
14.
What if I am not able to file electronically?
If you are required to file electronically but cannot do so, you may be eligible for one of two
types of hardship exemptions from the electronic filing requirements.
A temporary hardship exemption is available if you file electronically, but you
encounter unexpected difficulties that prevent you from making a timely filing with the
IARD, such as a computer malfunction or electrical outage. This exemption does not
permit you to file on paper; instead, it extends the deadline for an electronic filing for
seven business days. See SEC rule 203-3(a).
Form ADV: General Instructions
Page 8
A continuing hardship exemption may be granted if you are a small business and you
can demonstrate that filing electronically would impose an undue hardship. You are a
small business, and may be eligible for a continuing hardship exemption, if you are
required to answer Item 12 of Part 1A (because you have assets under management of less
than $25 million) and you are able to respond “no” to each question in Item 12. See SEC
rule 0-7.
If you have been granted a continuing hardship exemption, you must complete and submit
the paper version of Form ADV to FINRA. FINRA will enter your responses into the
IARD. As discussed in General Instruction 13, FINRA will charge you a fee to reimburse
it for the expense of data entry.
Before applying for a continuing hardship exemption, consider engaging a firm that
assists investment advisers in making filings with the IARD. Check the SEC’s web site
() to obtain a list of firms that provide these services.
15.
I am eligible to file on paper. How do I make a paper filing?
When filing on paper, you must:
Type all of your responses.
Include your name (the same name you provide in response to Item 1.A. of Part 1A) and
the date on every page.
If you are amending your Form ADV:
◦ complete page 1 and circle the number of any item for which you are changing your
response.
◦ include your SEC 801-number (if you have one) and your CRD number (if you have
one) on every page.
◦ complete the amended item in full and circle the number of the item for which you are
changing your response.
◦ to amend Schedule A or Schedule B, complete and submit Schedule C.
Where you submit your paper filing depends on why you are eligible to file on paper:
If you are filing on paper because you have been granted a continuing hardship
exemption, submit one manually signed Form ADV and one copy to: IARD Document
Processing, FINRA, P.O. Box 9495, Gaithersburg, MD 20898-9495.
If you complete Form ADV on paper and submit it to FINRA but you do not have a
continuing hardship exemption, the submission will be returned to you.
If you are filing on paper because a state in which you are registered or in which you are
applying for registration allows you to submit paper instead of electronic filings, submit
one manually signed Form ADV and one copy to the appropriate state securities
authorities.
Form ADV: General Instructions
16.
Page 9
Who is required to file Form ADV-NR?
Every non-resident general partner and managing agent of all SEC-registered advisers, whether
or not the adviser is resident in the United States, must file Form ADV-NR in connection with
the adviser’s initial application. A general partner or managing agent of an SEC-registered
adviser who becomes a non-resident after the adviser’s initial application has been submitted
must file Form ADV-NR within 30 days. Form ADV-NR must be filed on paper (it cannot be
filed electronically).
Submit Form ADV-NR to the SEC at the following address:
Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549; Attn:
Branch of Registrations and Examinations.
Failure to file Form ADV-NR promptly may delay SEC consideration of your initial
application.
Federal Information Law and Requirements
Sections 203(c) and 204 of the Advisers Act [15 U.S.C. §§ 80b-3(c) and 80b-4] authorize the
SEC to collect the information required by Form ADV. The SEC collects the information for
regulatory purposes, such as deciding whether to grant registration. Filing Form ADV is
mandatory for advisers who are required to register with the SEC. The SEC maintains the
information submitted on this form and makes it publicly available. The SEC may return forms
that do not include required information. Intentional misstatements or omissions constitute
federal criminal violations under 18 U.S.C. § 1001 and 15 U.S.C. § 80b-17.
SEC’s Collection of Information
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of
information unless it displays a currently valid control number. The Advisers Act authorizes the
SEC to collect the information on Form ADV from applicants. See 15 U.S.C. §§ 80b-3(c)(1) and
80b-4. Filing the form is mandatory.
The main purpose of this form is to enable the SEC to register investment advisers. Every
applicant for registration with the SEC as an adviser must file the form. See 17 C.F.R. §
275.203-1. By accepting a form, however, the SEC does not make a finding that it has been
completed or submitted correctly. The form is filed annually by every adviser, no later than 90
days after the end of its fiscal year, to amend its registration. It is also filed promptly during the
year to reflect material changes. See 17 C.F.R. § 275.204-1. The SEC maintains the information
on the form and makes it publicly available through the IARD.
Form ADV: General Instructions
Page 10
Anyone may send the SEC comments on the accuracy of the burden estimate on page 1 of the
form, as well as suggestions for reducing the burden. The Office of Management and Budget has
reviewed this collection of information under 44 U.S.C. § 3507.
The information contained in the form is part of a system of records subject to the Privacy Act of
1974, as amended. The SEC has published in the Federal Register the Privacy Act System of
Records Notice for these records.
FORM ADV (Paper Version)
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
Form ADV: Supplemental Instructions for Electronic Filing
SEC Requirements
SEC rules require advisers that are registered or applying for registration with the SEC to
file electronically. All applications for registration filed after December 31, 2000 must be filed
electronically through the IARD system. See SEC rule 203-1.
State Requirements
Check with the state securities authorities of the states in which you have a filing
obligation to determine whether you can or must file Form ADV electronically through the
IARD. NASAA provides information about state investment adviser laws and state rules, and
how to contact a state securities authority, on its website: http://www.nasaa.org.
FORM ADV (Paper Version)
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
Form ADV: Instructions for Part 1A
These instructions explain how to complete certain items in Part 1A of Form ADV.
1. Item 1: Identifying Information
If you are a “separately identifiable department or division” (SID) of a bank, answer Item 1.A.
with the full legal name of your bank, and answer Item 1.B. with your own name (the name of the
department or division) and all names under which you conduct your advisory business. In
addition, your principal office and place of business in Item 1.F. should be the principal office at
which you conduct your advisory business. In response to Item 1.I., the World Wide Web site
addresses you list on Schedule D should be sites that provide information about your own
activities, rather than general information about your bank.
2. Item 2: SEC Registration
If you are registered or applying for registration with the SEC, you must indicate in Item 2.A.
why you are eligible to register with the SEC by checking one or more boxes.
a. Item 2.A(1): Adviser with Assets Under Management of $25 Million or More. You
may check box 1 only if your response to Item 5.F(2)(c) is $25 million or more. While
you may register with the SEC if your assets under management are at least $25 million
but less than $30 million, you must register with the SEC if your assets under
management are $30 million or more. Part 1A Instruction 5.b. explains how to calculate
your assets under management.
If you are a state-registered adviser and you report on your annual updating amendment that
your assets under management increased to $25 million or more, you may register with the
SEC. If your assets under management increased to $30 million or more, you must register
with the SEC within 90 days after you file that annual updating amendment. See SEC rule
203A-1(b) and Form ADV General Instruction 10.
b. Item 2.A(4): Adviser to an Investment Company. You may check box 4 only if you
currently provide advisory services under an investment advisory contract to an
investment company registered under the Investment Company Act of 1940 and the
investment company is operational (i.e., has assets and shareholders, other than just the
organizing shareholders). See section 203A(a)(1)(B) of the Advisers Act. Advising
investors about the merits of investing in mutual funds or recommending particular
mutual funds does not make you eligible to check this box.
c. Item 2.A(5): Nationally Recognized Statistical Rating Organization. You may check
box 5 only if you are designated as a nationally recognized statistical rating organization
Form ADV: Instructions for Part 1A
Page 2
pursuant to an application filed under paragraph (c)(13)(i) of SEC rule 15c3-1 under the
Securities Exchange Act of 1934. See SEC rule 203A-2(a). This designation generally is
limited to rating agencies, such as Moody’s and Standard & Poor’s.
d. Item 2.A(6): Pension Consultant. You may check box 6 only if you are eligible for the
pension consultant exemption from the prohibition on SEC registration.
You are eligible for this exemption if you provided investment advice to employee
benefit plans, governmental plans, or church plans with respect to assets having an
aggregate value of $50 million or more during the 12-month period that ended within
90 days of filing this Form ADV. You are not eligible for this exemption if you only
advise plan participants on allocating their investments within their pension plans.
See SEC rule 203A-2(b).
To calculate the value of assets for purposes of this exemption, aggregate the assets of
the plans for which you provided advisory services at the end of the 12-month period.
If you provided advisory services to other plans during the 12-month period, but your
employment or contract terminated before the end of the 12-month period, you also
may include the value of those assets.
e. Item 2.A(7): Affiliated Adviser. You may check box 7 only if you are eligible for the
affiliated adviser exemption from the prohibition on SEC registration. See SEC rule
203A-2(c). You are eligible for this exemption if you control, are controlled by, or are
under common control with an investment adviser that is registered with the SEC, and
you have the same principal office and place of business as that other investment adviser.
Note that you may not rely on the SEC registration of an Internet investment adviser
under rule 203A-2(f) in establishing eligibility for this exemption. See SEC rule 203A2(f)(iii). If you check box 7, you also must complete Section 2.A(7) of Schedule D.
f. Item 2.A(8): Newly-Formed Adviser. You may check box 8 only if you are eligible for
the newly-formed-adviser exemption from the prohibition on SEC registration. See SEC
rule 203A-2(d). You are eligible for this exemption if:
immediately before you file your application for registration with the SEC, you were
not registered or required to be registered with the SEC or a state securities authority;
and
at the time of your formation, you have a reasonable expectation that within 120 days
of registration you will be eligible for SEC registration.
If you check box 8, you also must complete Section 2.A(8) of Schedule D.
You must file an amendment to Part 1A of your Form ADV that updates your response to
Item 2.A. within 120 days after the SEC declares your registration effective. You may
not check box 8 on your amendment; since this exemption is available only if you are not
Form ADV: Instructions for Part 1A
Page 3
registered, you may not “re-rely” on this exemption. If you indicate on that amendment
(by checking box 12) that you are not eligible to register with the SEC, you also must at
that same time file a Form ADV-W to withdraw your SEC registration.
g. Item 2.A(9): Multi-State Adviser. You may check box 9 only if you are eligible for the
multi-state adviser exemption from the prohibition on SEC registration. See SEC rule
203A-2(e). You are eligible for this exemption if you are required to register as an
investment adviser with the securities authorities of 30 or more states. If you check box
9, you must complete Section 2.A(9) of Schedule D. You must complete Section 2.A(9)
of Schedule D in each annual updating amendment you submit.
If you check box 9, you also must:
create and maintain a list of the states in which, but for this exemption, you would be
required to register;
update this list each time you submit an annual updating amendment in which you
continue to represent that you are eligible for this exemption; and
maintain the list in an easily accessible place for a period of not less than five years
from each date on which you indicate that you are eligible for the exemption.
If, at the time you file your annual updating amendment, you are required to register in
less than 25 states and you are not otherwise eligible to register with the SEC, you must
check box 12 in Item 2.A. You also must file a Form ADV-W to withdraw your SEC
registration. See Part 1A Instruction 2.i.
h. Item 2.A (10): Internet Investment Adviser. You may check box 10 only if you are
eligible for the Internet adviser exemption from the prohibition on SEC registration. See
SEC rule 203A-2(f). You are eligible for this exemption if:
you provide investment advice to your clients through an interactive website. An
interactive website means a website in which computer software-based models or
applications provide investment advice based on personal information each client
submits through the website. Other forms of online or Internet investment advice do
not qualify for this exemption;
you provide investment advice to all of your clients exclusively through the
interactive website, except that you may provide investment advice to fewer than 15
clients through other means during the previous 12 months; and
you maintain a record demonstrating that you provide investment advice to your
clients exclusively through an interactive website in accordance with these limits.
i. Item 2.A(12): Adviser No Longer Eligible to Remain Registered with the SEC. You
must check box 12 if:
you are registered with the SEC;
Form ADV: Instructions for Part 1A
Page 4
you are filing an annual updating amendment to Form ADV in which you indicate in
response to Item 5.F(2)(c) that you have assets under management of less than $25
million; and
you are not eligible to check any other box (other than box 12) in Item 2.A. (and are
therefore no longer eligible to remain registered with the SEC).
You must withdraw from SEC registration within 180 days after the end of your fiscal
year by filing Form ADV-W. Until you file your Form ADV-W, you will remain subject
to SEC regulation, and you also will be subject to regulation in the states in which you
register. See SEC rule 203A-1(b).
3. Item 3: Form of Organization
If you are a “separately identifiable department or division” (SID) of a bank, answer Item 3.A. by
checking “other.” In the space provided, specify that you are a “SID of” and indicate the form of
organization of your bank. Answer Items 3.B. and 3.C. with information about your bank.
4. Item 4: Successions
a. Succession of an SEC-Registered Adviser. If you (1) have taken over the business of
an investment adviser or (2) have changed your structure or legal status (e.g., form of
organization or state of incorporation), a new organization has been created, which has
registration obligations under the Advisers Act. There are different ways to fulfill these
obligations. You may rely on the registration provisions discussed in the General
Instructions, or you may be able to rely on special registration provisions for "successors"
to SEC-registered advisers, which may ease the transition to the successor adviser’s
registration.
To determine if you may rely on these provisions, review "Registration of Successors to
Broker-Dealers and Investment Advisers," Investment Advisers Act Release No. 1357
(Dec. 28, 1992). If you have taken over an adviser, follow Part 1A Instruction 4.a(1),
Succession by Application. If you have changed your structure or legal status, follow Part
1A Instruction 4.a(2), Succession by Amendment. If either (1) you are a “separately
identifiable department or division” (SID) of a bank that is currently registered as an
investment adviser, and you are taking over your bank’s advisory business; or (2) you are
a SID currently registered as an investment adviser, and your bank is taking over your
advisory business, then follow Part 1A Instruction 4.a(1), Succession by Application.
(1) Succession by Application. If you are not registered with the SEC as an adviser, and
you are acquiring or assuming substantially all of the assets and liabilities of the
advisory business of an SEC-registered adviser, file a new application for registration
on Form ADV. You will receive new registration numbers. You must file the new
application within 30 days after the succession. On the application, make sure you
check “yes” to Item 4.A., enter the date of the succession in Item 4.B., and complete
Section 4 of Schedule D.
Form ADV: Instructions for Part 1A
Page 5
Until the SEC declares your new registration effective, you may rely on the
registration of the adviser you are acquiring, but only if the adviser you are acquiring
is no longer conducting advisory activities. Once your new registration is effective, a
Form ADV-W must be filed with the SEC to withdraw the registration of the acquired
adviser.
(2) Succession by Amendment. If you are a new investment adviser formed solely as a
result of a change in form of organization, a reorganization, or a change in the
composition of a partnership, and there has been no practical change in control or
management, you may amend the registration of the registered investment adviser to
reflect these changes rather than file a new application. You will keep the same
registration numbers, and you should not file a Form ADV-W. On the amendment,
make sure you check “yes” to Item 4.A., enter the date of the succession in Item 4.B.,
and complete Section 4 of Schedule D. You must submit the amendment within 30
days after the change or reorganization.
b. Succession of a State-Registered Adviser. If you (1) have taken over the business of an
investment adviser or (2) have changed your structure or legal status (e.g., form of
organization or state of incorporation), a new organization has been created, which has
registration obligations under state investment adviser laws. There may be different ways
to fulfill these obligations. You should contact each state in which you are registered to
determine that state’s requirements for successor registration. See Form ADV General
Instruction 1.
5. Item 5: Information About Your Advisory Business
a. Newly-Formed Advisers: Several questions in Item 5 that ask about your advisory
business assume that you have been operating your advisory business for some time.
Your response to these questions should reflect your current advisory business (i.e., at the
time you file your Form ADV), with the following exceptions:
base your response to Item 5.E. on the types of compensation you expect to accept;
base your response to Item 5.G. on the types of advisory services you expect to
provide during the next year; and
skip Item 5.H.
b. Item 5.F: Calculating Your Assets Under Management. In determining the amount of
your assets under management, include the securities portfolios for which you provide
continuous and regular supervisory or management services as of the date of filing this
Form ADV.
(1) Securities Portfolios. An account is a securities portfolio if at least 50% of the total
value of the account consists of securities. For purposes of this 50% test, you may treat
cash and cash equivalents (i.e., bank deposits, certificates of deposit, bankers
Form ADV: Instructions for Part 1A
Page 6
acceptances, and similar bank instruments) as securities. You may include securities
portfolios that are:
(a) your family or proprietary accounts (unless you are a sole proprietor, in which case
your personal assets must be excluded);
(b) accounts for which you receive no compensation for your services; and
(c) accounts of clients who are not U.S. residents.
(2) Value of Portfolio. Include the entire value of each securities portfolio for which you
provide continuous and regular supervisory or management services. If you provide
continuous and regular supervisory or management services for only a portion of a
securities portfolio, include as assets under management only that portion of the
securities portfolio for which you provide such services. Exclude, for example, the
portion of an account:
(a) under management by another person; or
(b) that consists of real estate or businesses whose operations you "manage" on behalf
of a client but not as an investment.
Do not deduct securities purchased on margin.
(3) Continuous and Regular Supervisory or Management Services.
General Criteria. You provide continuous and regular supervisory or management
services with respect to an account if:
(a) you have discretionary authority over and provide ongoing supervisory or
management services with respect to the account; or
(b) you do not have discretionary authority over the account, but you have ongoing
responsibility to select or make recommendations, based upon the needs of the
client, as to specific securities or other investments the account may purchase or sell
and, if such recommendations are accepted by the client, you are responsible for
arranging or effecting the purchase or sale.
Factors. You should consider the following factors in evaluating whether you provide
continuous and regular supervisory or management services to an account.
(a) Terms of the advisory contract. If you agree in an advisory contract to provide
ongoing management services, this suggests that you provide these services for the
account. Other provisions in the contract, or your actual management practices,
however, may suggest otherwise.
Form ADV: Instructions for Part 1A
Page 7
(b) Form of compensation. If you are compensated based on the average value of the
client’s assets you manage over a specified period of time, that suggests that you
provide continuous and regular supervisory or management services for the account.
If you receive compensation in a manner similar to either of the following, that
suggests you do not provide continuous and regular supervisory or management
services for the account -(i) you are compensated based upon the time spent with a client during a client
visit; or
(ii) you are paid a retainer based on a percentage of assets covered by a financial
plan.
(c) Management practices. The extent to which you actively manage assets or provide
advice bears on whether the services you provide are continuous and regular
supervisory or management services. The fact that you make infrequent trades (e.g.,
based on a “buy and hold” strategy) does not mean your services are not “continuous
and regular.”
Examples. You may provide continuous and regular supervisory or management
services for an account if you:
(a) have discretionary authority to allocate client assets among various mutual funds;
(b) do not have discretionary authority, but provide the same allocation services, and
satisfy the criteria set forth in Instruction 5.b(3);
(c) allocate assets among other managers (a “manager of managers”), but only if you
have discretionary authority to hire and fire managers and reallocate assets among
them; or
(d) you are a broker-dealer and treat the account as a brokerage account, but only if
you have discretionary authority over the account.
You do not provide continuous and regular supervisory or management services for
an account if you:
(a) provide market timing recommendations (i.e., to buy or sell), but have no ongoing
management responsibilities;
(b) provide only impersonal investment advice (e.g., market newsletters);
(c) make an initial asset allocation, without continuous and regular monitoring and
reallocation; or
Form ADV: Instructions for Part 1A
Page 8
(d) provide advice on an intermittent or periodic basis (such as upon client request, in
response to a market event, or on a specific date (e.g., the account is reviewed and
adjusted quarterly)).
(4) Value of Assets Under Management. Determine your assets under management based
on the current market value of the assets as determined within 90 days prior to the date
of filing this Form ADV. Determine market value using the same method you used to
report account values to clients or to calculate fees for investment advisory services.
(5) Example. This is an example of the method of determining whether a client account
may be included as assets under management.
A client's portfolio consists of the following:
$ 6,000,000 stocks and bonds
$ 1,000,000 cash and cash equivalents
$ 3,000,000 non-securities (collectibles, commodities, real estate, etc.)
$10,000,000 Total Assets
First, is the account a securities portfolio? The account is a securities portfolio
because securities as well as cash and cash equivalents (which you have chosen to
include as securities) ($6,000,000 + $1,000,000 = $7,000,000) comprise at least 50% of
the value of the account (here, 70%). (See Instruction 5.b(1)).
Second, does the account receive continuous and regular supervisory or
management services? The entire account is managed on a discretionary basis and is
provided ongoing supervisory and management services, and therefore receives
continuous and regular supervisory or management services. (See Instruction 5.b(3)).
Third, what is the entire value of the account? The entire value of the account
($10,000,000) is included in the calculation of the adviser's total assets under
management.
6. Item 10: Control Persons
If you are a “separately identifiable department or division” (SID) of a bank, identify on Schedule
A your bank’s executive officers who are directly engaged in managing, directing, or supervising
your investment advisory activities, and list any other persons designated by your bank’s board of
directors as responsible for the day-to-day conduct of your investment advisory activities,
including supervising employees performing investment advisory activities.
7. Additional Information.
If you believe your response to an item in Form ADV Part 1A requires further explanation, or if
you wish to provide additional information, you may do so on Schedule D, in the Miscellaneous
section. Completion of this section is optional
GLOSSARY OF TERMS
1. Advisory Affiliate: Your advisory affiliates are (1) all of your officers, partners, or directors
(or any person performing similar functions); (2) all persons directly or indirectly controlling
or controlled by you; and (3) all of your current employees (other than employees performing
only clerical, administrative, support or similar functions).
If you are a “separately identifiable department or division” (SID) of a bank, your advisory
affiliates are: (1) all of your bank’s employees who perform your investment advisory
activities (other than clerical or administrative employees); (2) all persons designated by your
bank’s board of directors as responsible for the day-to-day conduct of your investment
advisory activities (including supervising the employees who perform investment advisory
activities); (3) all persons who directly or indirectly control your bank, and all persons whom
you control in connection with your investment advisory activities; and (4) all other persons
who directly manage any of your investment advisory activities (including directing,
supervising or performing your advisory activities), all persons who directly or indirectly
control those management functions, and all persons whom you control in connection with
those management functions. [Used in: Part 1A, Items 7, 11, DRPs; Part 1B, Item 2]
2. Annual Updating Amendment: Within 90 days after your firm’s fiscal year end, your firm
must file an “annual updating amendment,” which is an amendment to your firm’s Form
ADV that reaffirms the eligibility information contained in Item 2 of Part 1A and updates the
responses to any other item for which the information is no longer accurate. [Used in:
General Instructions; Part 1A Instructions, Introductory Text, Item 2; Part 2A, Instructions,
Appendix 1 Instructions; Part 2B, Instructions]
3. Brochure: A written disclosure statement that you must provide to clients and prospective
clients. See SEC rule 204-3; Form ADV, Part 2A. [Used in: General Instructions; Used
throughout Part 2]
4. Brochure Supplement: A written disclosure statement containing information about certain
of your supervised persons that your firm is required by Part 2B of Form ADV to provide to
clients and prospective clients. See SEC rule 204-3; Form ADV, Part 2B. [Used in:
General Instructions; Used throughout Part 2]
5. Charged: Being accused of a crime in a formal complaint, information, or indictment (or
equivalent formal charge). [Used in: Part 1A, Item 11; DRPs]
6. Client: Any of your firm’s investment advisory clients. This term includes clients from which
your firm receives no compensation, such as members of your family. If your firm also
provides other services (e.g., accounting services), this term does not include clients that are not
investment advisory clients. [Used throughout Form ADV and Form ADV-W]
Form ADV: Glossary
Page 2
7. Control: Control means the power, directly or indirectly, to direct the management or policies
of a person, whether through ownership of securities, by contract, or otherwise.
Each of your firm’s officers, partners, or directors exercising executive responsibility (or
persons having similar status or functions) is presumed to control your firm.
A person is presumed to control a corporation if the person: (i) directly or indirectly has
the right to vote 25 percent or more of a class of the corporation’s voting securities; or (ii)
has the power to sell or direct the sale of 25 percent or more of a class of the corporation’s
voting securities.
A person is presumed to control a partnership if the person has the right to receive upon
dissolution, or has contributed, 25 percent or more of the capital of the partnership.
A person is presumed to control a limited liability company (“LLC”) if the person: (i)
directly or indirectly has the right to vote 25 percent or more of a class of the interests of the
LLC; (ii) has the right to receive upon dissolution, or has contributed, 25 percent or more of
the capital of the LLC; or (iii) is an elected manager of the LLC.
A person is presumed to control a trust if the person is a trustee or managing agent of the
trust.
[Used in: General Instructions; Part 1A, Instructions, Items 2, 7, 10, 11, 12, Schedules A, B,
C, D; DRPs]
8. Custody: Custody means holding, directly or indirectly, client funds or securities, or having
any authority to obtain possession of them. You have custody if a related person holds,
directly or indirectly, client funds or securities, or has any authority to obtain possession of
them, in connection with advisory services you provide to clients. Custody includes:
● Possession of client funds or securities (but not of checks drawn by clients and made
payable to third parties) unless you receive them inadvertently and you return them to the
sender promptly but in any case within three business days of receiving them;
● Any arrangement (including a general power of attorney) under which you are authorized
or permitted to withdraw client funds or securities maintained with a custodian upon your
instruction to the custodian; and
● Any capacity (such as general partner of a limited partnership, managing member of a
limited liability company or a comparable position for another type of pooled investment
vehicle, or trustee of a trust) that gives you or your supervised person legal ownership of
Form ADV: Glossary
Page 3
or access to client funds or securities. [Used in: Part 1A, Item 9; Part 1B, Instructions,
Item 2; Part 2A, Items 15, 18]
9. Discretionary Authority or Discretionary Basis: Your firm has discretionary authority or
manages assets on a discretionary basis if it has the authority to decide which securities to
purchase and sell for the client. Your firm also has discretionary authority if it has the
authority to decide which investment advisers to retain on behalf of the client. [Used in:
Part 1A, Instructions, Item 8; Part 1B, Instructions; Part 2A, Items 4, 16, 18; Part 2B,
Instructions]
10. Employee: This term includes an independent contractor who performs advisory functions
on your behalf. [Used in: Part 1A, Instructions, Items 1, 5, 11; Part 2B, Instructions]
11. Enjoined: This term includes being subject to a mandatory injunction, prohibitory injunction,
preliminary injunction, or a temporary restraining order. [Used in: Part 1A, Item 11; DRPs]
12. Felony: For jurisdictions that do not differentiate between a felony and a misdemeanor, a
felony is an offense punishable by a sentence of at least one year imprisonment and/or a fine of
at least $1,000. The term also includes a general court martial. [Used in: Part 1A, Item 11;
DRPs; Part 2A, Item 9; Part 2B, Item 3]
13. FINRA CRD or CRD: The Web Central Registration Depository (“CRD”) system operated by
FINRA for the registration of broker-dealers and broker-dealer representatives. [Used in:
General Instructions, Part 1A, Item 1, Schedules A, B, C, D, DRPs; Form ADV-W, Item 1]
14. Foreign Financial Regulatory Authority: This term includes (1) a foreign securities
authority; (2) another governmental body or foreign equivalent of a self-regulatory
organization empowered by a foreign government to administer or enforce its laws relating to
the regulation of investment-related activities; and (3) a foreign membership organization, a
function of which is to regulate the participation of its members in the activities listed above.
[Used in: Part 1A, Items 1, 11; DRPs; Part 2A, Item 9; Part 2B, Item 3]
15. Found: This term includes adverse final actions, including consent decrees in which the
respondent has neither admitted nor denied the findings, but does not include agreements,
deficiency letters, examination reports, memoranda of understanding, letters of caution,
admonishments, and similar informal resolutions of matters. [Used in: Part 1A, Item 11; Part
1B, Item 2; Part 2A, Item 9; Part 2B, Item 3]
16. Government Entity: Any state or political subdivision of a state, including (i) any agency,
authority, or instrumentality of the state or political subdivision; (ii) a plan or pool of assets
controlled by the state or political subdivision or any agency, authority, or instrumentality
thereof; and (iii) any officer, agent, or employee of the state or political subdivision or any
Form ADV: Glossary
Page 4
agency, authority, or instrumentality thereof, acting in their official capacity. [Used in: Part
1A, Item 5]
17. High Net Worth Individual: An individual with at least $750,000 managed by you, or whose
net worth your firm reasonably believes exceeds $1,500,000, or who is a “qualified purchaser”
as defined in section 2(a)(51)(A) of the Investment Company Act of 1940. The net worth of an
individual may include assets held jointly with his or her spouse. [Used in: Part 1A, Item 5]
18. Home State: If your firm is registered with a state securities authority, your firm’s “home
state” is the state where it maintains its principal office and place of business. [Used in: Part
1B, Instructions]
19. Impersonal Investment Advice: Investment advisory services that do not purport to meet the
objectives or needs of specific individuals or accounts. [Used in: Part 1A, Instructions; Part
2A, Instructions; Part 2B, Instructions]
20. Investment Adviser Representative: Investment adviser representatives of SEC-registered
advisers may be required to register in each state in which they have a place of business. Any
of your firm’s supervised persons (except those that provide only impersonal investment
advice) is an investment adviser representative, if -the supervised person regularly solicits, meets with, or otherwise communicates with
your firm’s clients,
the supervised person has more than five clients who are natural persons and not high
net worth individuals, and
more than ten percent of the supervised person’s clients are natural persons and not
high net worth individuals.
NOTE: If your firm is registered with the state securities authorities and not the SEC, your firm
may be subject to a different state definition of “investment adviser representative.”
[Used in: General Instructions; Part 1A, Item 7; Part 2B, Item 1]
21. Investment-Related: Activities that pertain to securities, commodities, banking, insurance, or
real estate (including, but not limited to, acting as or being associated with an investment
adviser, broker-dealer, municipal securities dealer, government securities broker or dealer,
issuer, investment company, futures sponsor, bank, or savings association). [Used in: Part 1A,
Items, 7, 11, DRPs; Part 1B, Item 2; Part 2A, Items 9 and 19; Part 2B, Items 3, 4 and 7]
Form ADV: Glossary
Page 5
22. Involved: Engaging in any act or omission, aiding, abetting, counseling, commanding,
inducing, conspiring with or failing reasonably to supervise another in doing an act. [Used in:
Part 1A, Item 11; Part 2A, Items 9 and 19; Part 2B, Items 3 and 7]
23. Management Persons: Anyone with the power to exercise, directly or indirectly, a
controlling influence over your firm’s management or policies, or to determine the general
investment advice given to the clients of your firm.
Generally, all of the following are management persons:
Your firm’s principal executive officers, such as your chief executive officer, chief
financial officer, chief operations officer, chief legal officer, and chief compliance officer;
your directors, general partners, or trustees; and other individuals with similar status or
performing similar functions;
The members of your firm’s investment committee or group that determines general
investment advice to be given to clients; and
If your firm does not have an investment committee or group, the individuals who
determine general investment advice provided to clients (if there are more than five
people, you may limit your firm’s response to their supervisors).
[Used in: Part 1B, Item 2; Part 2A, Items 9, 10 and 19]
24. Managing Agent: A managing agent of an investment adviser is any person, including a
trustee, who directs or manages (or who participates in directing or managing) the affairs of any
unincorporated organization or association that is not a partnership. [Used in: General
Instructions; Form ADV-NR; Form ADV-W, Item 8]
25. Minor Rule Violation: A violation of a self-regulatory organization rule that has been
designated as “minor” pursuant to a plan approved by the SEC. A rule violation may be
designated as “minor” under a plan if the sanction imposed consists of a fine of $2,500 or less,
and if the sanctioned person does not contest the fine. (Check with the appropriate selfregulatory organization to determine if a particular rule violation has been designated as
“minor” for these purposes.) [Used in: Part 1A, Item 11]
26. Misdemeanor: For jurisdictions that do not differentiate between a felony and a misdemeanor,
a misdemeanor is an offense punishable by a sentence of less than one year imprisonment
and/or a fine of less than $1,000. The term also includes a special court martial. [Used in: Part
1A, Item 11; DRPs; Part 2A, Item 9; Part 2B, Item 3]
Form ADV: Glossary
Page 6
27. Non-Resident: (a) an individual who resides in any place not subject to the jurisdiction of the
United States; (b) a corporation incorporated in or having its principal office and place of
business in any place not subject to the jurisdiction of the United States; and (c) a partnership or
other unincorporated organization or association that has its principal office and place of
business in any place not subject to the jurisdiction of the United States. [Used in: General
Instructions; Form ADV-NR]
28. Notice Filing: SEC-registered advisers may have to provide state securities authorities with
copies of documents that are filed with the SEC. These filings are referred to as “notice
filings.” [Used in: General Instructions; Part 1A, Item 2; Execution Page(s); Form ADV-W]
29. Order: A written directive issued pursuant to statutory authority and procedures, including an
order of denial, exemption, suspension, or revocation. Unless included in an order, this term
does not include special stipulations, undertakings, or agreements relating to payments,
limitations on activity or other restrictions. [Used in: Part 1A, Items 2 and 11; Schedule D;
DRPs; Part 2A, Item 9; Part 2B, Item 3]
30. Performance-Based Fee: An investment advisory fee based on a share of capital gains on, or
capital appreciation of, client assets. A fee that is based upon a percentage of assets that you
manage is not a performance-based fee. [Used in: Part 1A, Item 5; Part 2A, Items 6 and 19]
31. Person: A natural person (an individual) or a company. A company includes any partnership,
corporation, trust, limited liability company (“LLC”), limited liability partnership (“LLP”), sole
proprietorship, or other organization. [Used throughout Form ADV and Form ADV-W]
32. Principal Place of Business or Principal Office and Place of Business: Your firm’s
executive office from which your firm’s officers, partners, or managers direct, control, and
coordinate the activities of your firm. [Used in: Part 1A, Instructions, Items 1 and 2; Schedule
D; Form ADV-W, Item 1]
33. Proceeding: This term includes a formal administrative or civil action initiated by a
governmental agency, self-regulatory organization or foreign financial regulatory authority; a
felony criminal indictment or information (or equivalent formal charge); or a misdemeanor
criminal information (or equivalent formal charge). This term does not include other civil
litigation, investigations, or arrests or similar charges effected in the absence of a formal
criminal indictment or information (or equivalent formal charge). [Used in: Part 1A, Item 11;
DRPs; Part 1B, Item 2; Part 2A, Item 9; Part 2B, Item 3]
34. Related Person: Any advisory affiliate and any person that is under common control with
your firm. [Used in: Part 1A, Items 7, 8, 9; Schedule D; Form ADV-W, Item 3; Part 2A, Items
10, 11, 12, 14; Part 2A, Appendix 1, Item 6]
Form ADV: Glossary
Page 7
35. Self-Regulatory Organization or SRO: Any national securities or commodities exchange,
registered securities association, or registered clearing agency. For example, the Chicago Board
of Trade (“CBOT”), FINRA and New York Stock Exchange (“NYSE”) are self-regulatory
organizations. [Used in: Part 1A, Item 11; DRPs; Part 1B, Item 2; Part 2A, Items 9 and 19;
Part 2B, Items 3 and 7]
36. Sponsor: A sponsor of a wrap fee program sponsors, organizes, or administers the program or
selects, or provides advice to clients regarding the selection of, other investment advisers in the
program. [Used in: Part 1A, Item 5; Schedule D; Part 2A, Instructions, Appendix 1
Instructions]
37. State Securities Authority: The securities commission (or any agency or office performing
like functions) of any state of the United States, the District of Columbia, Puerto Rico, the
Virgin Islands, or any other possession of the United States. [Used throughout Form ADV]
38. Supervised Person: Any of your officers, partners, directors (or other persons occupying a
similar status or performing similar functions), or employees, or any other person who provides
investment advice on your behalf and is subject to your supervision or control. [Used
throughout Part 2]
39. Wrap Brochure or Wrap Fee Program Brochure: The written disclosure statement that
sponsors of wrap fee programs must provide to each of their wrap fee program clients. [Used
in: Part 2, General Instructions; Used throughout Part 2A, Appendix 1]
40. Wrap Fee Program: Any advisory program under which a specified fee or fees not based
directly upon transactions in a client’s account is charged for investment advisory services
(which may include portfolio management or advice concerning the selection of other
investment advisers) and the execution of client transactions. [Used in: Part 1, Item 5;
Schedule D; Part 2A, Instructions, Item 4, used throughout Appendix 1; Part 2B, Instructions]
FORM ADV (Paper Version)
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
PART 1A
WARNING:
Complete this form truthfully. False statements or omissions may result in denial of your
application, revocation of your registration, or criminal prosecution. You must keep this form
updated by filing periodic amendments. See Form ADV General Instruction 3.
Check the box that indicates what you would like to do (check all that apply):
Item 1
Submit an initial application to register as an investment adviser with the SEC.
Submit an initial application to register as an investment adviser with one or more states.
Submit an annual updating amendment to your registration for your fiscal year ended _________.
Submit an other-than-annual amendment to your registration.
Identifying Information
Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
___________________________________________________________
B. Name under which you primarily conduct your advisory business, if different from Item 1.A.
_____________________________________________________________________________
List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.),
enter the new name and specify whether the name change is of your legal name or your primary
business name:
_____________________________________________________________________________
D. If you are registered with the SEC as an investment adviser, your SEC file number: 801-___________
E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system, your
CRD number:
_____________________
If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of
your officers, employees, or affiliates.
SEC 1707 (10-10)
File 2 of 4
FORM ADV
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Page 2 of 17
F.
Your Name _______________________________ CRD Number _______________
Date _____________________________________ SEC 801-Number ____________
Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
____________________________________________________________________
(number and street)
____________________________________________________________________
(city)
(state/country)
(zip+4/postal code)
If this address is a private residence, check this box:
List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at
which you conduct investment advisory business. If you are applying for registration, or are registered,
with one or more state securities authorities, you must list all of your offices in the state or states to which
you are applying for registration or with whom you are registered. If you are applying for registration, or
are registered only, with the SEC, list the largest five offices in terms of numbers of employees.
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday - Friday Other: _____________________________________________
Normal business hours at this location: ________________________________________
(3) Telephone number at this location: ___________________________________________
(area code)
(telephone number)
(4) Facsimile number at this location: ____________________________________________
(area code)
(telephone number)
G. Mailing address, if different from your principal office and place of business address:
____________________________________________________________________
(number and street)
____________________________________________________________________
(city)
(state/country)
(zip+4/postal code)
If this address is a private residence, check this box:
H. If you are a sole proprietor, state your full residence address, if different from your principal office and
place of business address in Item 1.F.:
____________________________________________________________________
(number and street)
____________________________________________________________________
(city)
(state/country)
(zip+4/postal code)
FORM ADV
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I.
Your Name _______________________________ CRD Number _______________
Date _____________________________________ SEC 801-Number ____________
Do you have World Wide Web site addresses?
Yes
No
If ”yes,” list these addresses on Section 1.I. of Schedule D. If a web address serves as a portal through
which to access other information you have published on the World Wide Web, you may list the portal
without listing addresses for all of the other information. Some advisers may need to list more than one
portal address. Do not provide individual electronic mail addresses in response to this Item.
J.
Contact Employee:
___________________________________________________________________________
(name)
____________________________________________________________________________
(title)
________________________________ ____
____________________________________
(area code) (telephone number)
(area code) (facsimile number)
____________________________________________________________________
(number and street)
____________________________________________________________________
(city)
(state/country)
(zip+4/postal code)
_________________________________________________
(electronic mail (e-mail) address, if contact employee has one)
The contact employee should be an employee whom you have authorized to receive information and
respond to questions about this Form ADV.
K. Do you maintain some or all of the books and records you are required to keep under Section 204 of the
Advisers Act, or similar state law, somewhere other than your principal office and place of business?
Yes
No
If "yes,” complete Section 1.K. of Schedule D.
L. Are you registered with a foreign financial regulatory authority?
Yes No
Answer “no” if you are not registered with a foreign financial regulatory authority, even if you have an
affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section 1.L. of
Schedule D.
FORM ADV
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Page 4 of 17
Item 2
Your Name _______________________________ CRD Number _______________
Date _____________________________________ SEC 801-Number ____________
SEC Registration
Responses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this
Item 2 only if you are applying for SEC registration or submitting an annual updating amendment to your SEC
registration.
A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A(1) through
2.A(11), below. If you are submitting an annual updating amendment to your SEC registration and you are
no longer eligible to register with the SEC, check Item 2.A(12). You:
(1) have assets under management of $25 million (in U.S. dollars) or more;
See Part 1A Instruction 2.a. to determine whether you should check this box.
(2) have your principal office and place of business in Wyoming;
(3) have your principal office and place of business outside the United States;
(4) are an investment adviser (or sub-adviser) to an investment company registered under the
Investment Company Act of 1940;
See Part 1A Instruction 2.b. to determine whether you should check this box.
(5) have been designated as a nationally recognized statistical rating organization;
See Part 1A Instruction 2.c. to determine whether you should check this box.
(6) are a pension consultant that qualifies for the exemption in rule 203A-2(b);
See Part 1A Instruction 2.d. to determine whether you should check this box.
(7) are relying on rule 203A-2(c) because you are an investment adviser that controls, is controlled by,
or is under common control with, an investment adviser that is registered with the SEC, and your
principal office and place of business is the same as the registered adviser;
See Part 1A Instruction 2.e. to determine whether you should check this box. If you check this box,
complete Section 2.A(7) of Schedule D.
(8) are a newly formed adviser relying on rule 203A-2(d) because you expect to be eligible for SEC
registration within 120 days;
See Part 1A Instruction 2.f. to determine whether you should check this box. If you check this box,
complete Section 2.A(8) of Schedule D.
FORM ADV
Your Name _______________________________ CRD Number _______________
Date _____________________________________ SEC 801-Number ____________
Part 1A
Page 5 of 17
(9) are a multi-state adviser relying on rule 203A-2(e);
See Part 1A Instruction 2.g. to determine whether you should check this box. If you check this box,
complete Section 2.A(9) of Schedule D.
(10) are an Internet investment adviser relying on rule 203A-2(f);
See Part 1A Instructions 2.h. to determine whether you should check this box.
(11) have received an SEC order exempting you from the prohibition against registration with the SEC;
If you checked this box, complete Section 2.A(11) of Schedule D.
(12) are no longer eligible to remain registered with the SEC.
See Part 1A Instructions 2.i. to determine whether you should check this box.
B. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy
of the Form ADV and any amendments they file with the SEC. These are called notice filings. If this is an
initial application, check the box(es) next to the state(s) that you would like to receive notice of this and all
subsequent filings you submit to the SEC. If this is an amendment to direct your notice filings to additional
state(s), check and circle the box(es) next to the state(s) that you would like to receive notice of this and all
subsequent filings you submit to the SEC. If this is an amendment to your registration to stop your notice
filings from going to state(s) that currently receive them, circle the unchecked box(es) next to those state(s).
AL
AK
AZ
AR
CA
CO
CT
DE
DC
FL
GA
GU
HI
ID
IL
IN
IA
KS
KY
LA
ME
MD
MA
MI
MN
MS
MO
MT
NE
NV
NH
NJ
NM
NY
NC
ND
OH
OK
OR
PA
PR
RI
SC
SD
TN
TX
UT
VT
VI
VA
WA
WV
WI
If you are amending your registration to stop your notice filings from going to a state that currently
receives them and you do not want to pay that state’s notice filing fee for the coming year, your amendment
must filed before the end of the year (December 31).
Item 3
Form of Organization
A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Other (specify):__________________________________________________________________
If you are changing your response to this Item, see Part 1A Instruction 4.
B. In what month does your fiscal year end each year? ___________________
C. Under the laws of what state or country are you organized? ______________________
FORM ADV
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Page 6 of 17
Your Name _______________________________ CRD Number _______________
Date _____________________________________ SEC 801-Number ____________
If you are a partnership, provide the name of the state or country under whose laws your partnership was
formed. If you are a sole proprietor, provide the name of the state or country where you reside.
If you are changing your response to this Item, see Part 1A Instruction 4.
Item 4
Successions
A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser?
Yes
No
If “yes,” complete Item 4.B. and Section 4 of Schedule D.
B. Date of Succession:
____________________
(mm/dd/yyyy)
If you have already reported this succession on a previous Form ADV filing, do not report the succession
again. Instead, check “No.” See Part 1A Instruction 4.
Item 5
Information About Your Advisory Business
Responses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide
us with data we use when making regulatory policy. Part 1A Instruction 5.a. provides additional guidance to newlyformed advisers for completing this Item 5.
Employees
A. Approximately how many employees do you have? Include full and part-time employees but do not
include any clerical workers.
1- 5 6 - 10 11 – 50 51-250 251-500 501-1,000
If more than 1,000, how many? ______ (round to the nearest 1,000)
More than 1,000
B.
(1) Approximately how many of these employees perform investment advisory functions (including
research)?
0 1-5 6-10
11 – 50 51-250 251-500 501-1,000
More than 1,000
If more than 1,000, how many? ______ (round to the nearest 1,000)
(2) Approximately how many of these employees are registered representatives of a broker-dealer?
0 1-5 6-10
11 – 50 51-250 251-500 501-1,000
More than 1,000
If more than 1,000, how many? ______ (round to the nearest 1,000)
If you are organized as a sole proprietorship, include yourself as an employee in your responses to Items
5.A(1) and 5.B(2). If an employee performs more than one function, you should count that employee in
each of your responses to Item 5.B(1) and 5.B(2).
FORM ADV
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Page 7 of 17
Your Name _______________________________ CRD Number _______________
Date _____________________________________ SEC 801-Number ____________
(3) Approximately how many firms or other persons solicit advisory clients on your behalf?
0
1-5 6-10
11 – 50 51-250 251-500 501-1,000
More than 1,000
If more than 1,000, how many? ______ (round to the nearest 1,000)
In your response to Item 5.B(3), do not count any of your employees and count a firm only once – do not
count each of the firm’s employees that solicit on your behalf.
Clients
C. To approximately how many clients did you provide investment advisory services during your mostrecently completed fiscal year?
0
1-10
More than 500
11-25
26-100 101-250
251 – 500
If more than 500, how many? ______ (round to the nearest 500)
D. What types of clients do you have? Indicate the approximate percentage that each type of client comprises
of your total number of clients.
(1) Individuals (other than
high net worth individuals)
(2) High net worth individuals
(3) Banking or thrift institutions
(4) Investment companies
(including mutual funds)
(5) Pension and profit sharing plans
(other than plan participants)
(6) Other pooled investment vehicles
(e.g., hedge funds)
(7) Charitable organizations
(8) Corporations or other businesses
not listed above
(9) State or municipal government entities
(10)Other: ___________________________
None
Up to
10%
11-25%
26-50% 51-75%
More Than
75%
The category “individuals” includes trusts, estates, 401(k) plans and IRAs of individuals and their family
members, but does not include businesses organized as sole proprietorships.
Unless you provide advisory services pursuant to an investment advisory contract to an investment
company registered under the Investment Company Act of 1940, check “None” in response to Item 5.D(4).
FORM ADV
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Page 8 of 17
Your Name _______________________________ CRD Number _______________
Date _____________________________________ SEC 801-Number ____________
Compensation Arrangements
E. You are compensated for your investment advisory services by (check all that apply):
(1)
(2)
(3)
(4)
(5)
(6)
(7)
A percentage of assets under your management
Hourly charges
Subscription fees (for a newsletter or periodical)
Fixed fees (other than subscription fees)
Commissions
Performance-based fees
Other (specify): __________________________________________________
Assets Under Management
F.
(1) Do you provide continuous and regular supervisory or management services to securities
portfolios?
Yes
No
(2) If yes, what is the amount of your assets under management and total number of accounts?
U.S. Dollar Amount
Total Number of Accounts
Discretionary:
(a) $______________.00
(d) ______________
Non-Discretionary:
(b) $______________.00
(e) ______________
(c) $______________.00
(f) ______________
Total:
Part 1A Instruction 5.b. explains how to calculate your assets under management. You must follow these
instructions carefully when completing this Item.
Advisory Activities
G. What type(s) of advisory services do you provide? Check all that apply.
(1) Financial planning services
(2) Portfolio management for individuals and/or small businesses
(3) Portfolio management for investment companies
(4) Portfolio management for businesses or institutional clients (other than investment companies)
(5) Pension consulting services
(6) Selection of other advisers
(7) Publication of periodicals or newsletters
(8) Security ratings or pricing services
(9) Market timing services
(10) Other (specify): _____________________________________________
Do not check Item 5.G(3) unless you provide advisory services pursuant to an investment advisory contract
to an investment company registered under the Investment Company Act of 1940.
FORM ADV
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Page 9 of 17
Your Name _______________________________ CRD Number _______________
Date _____________________________________ SEC 801-Number ____________
H. If you provide financial planning services, to how many clients did you provide these services during your last
fiscal year?
0
1-10 11-25 26-50 51-100 101-250 251 – 500
More than 500 If more than 500, how many? ______ (round to the nearest 500)
I.
If you participate in a wrap fee program, do you (check all that apply):
(1) sponsor the wrap fee program?
(2) act as a portfolio manager for the wrap fee program?
If you are a portfolio manager for a wrap fee program, list the names of the programs and their sponsors in
Section 5.I(2) of Schedule D.
If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or
you advise a mutual fund that is offered through a wrap fee program, do not check either Item 5.I(1) or 5.I(2).
Item 6
Other Business Activities
In this Item, we request information about your other business activities.
A. You are actively engaged in business as a (check all that apply):
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Broker-dealer
Registered representative of a broker-dealer
Futures commission merchant, commodity pool operator, or commodity trading advisor
Real estate broker, dealer, or agent
Insurance broker or agent
Bank (including a separately identifiable department or division of a bank)
Other financial product salesperson (specify): _____________________________________
B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment
advice)?
Yes
No
(2) If yes, is this other business your primary business?
Yes
No
If "yes," describe this other business on Section 6.B. of Schedule D.
(3) Do you sell products or provide services other than investment advice to your advisory clients?
Yes
No
FORM ADV
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Page 10 of 17
Item 7
Your Name _______________________________ CRD Number _______________
Date _____________________________________ SEC 801-Number ____________
Financial Industry Affiliations
In this Item, we request information about your financial industry affiliations and activities. This information
identifies areas in which conflicts of interest may occur between you and your clients.
Item 7 requires you to provide information about you and your related persons. Your related persons are all of your
advisory affiliates and any person that is under common control with you.
A. You have a related person that is a (check all that apply):
(1) broker-dealer, municipal securities dealer, or government securities broker or dealer
(2) investment company (including mutual funds)
(3) other investment adviser (including financial planners)
(4) futures commission merchant, commodity pool operator, or commodity trading advisor
(5) banking or thrift institution
(6) accountant or accounting firm
(7) lawyer or law firm
(8) insurance company or agency
(9) pension consultant
(10) real estate broker or dealer
(11) sponsor or syndicator of limited partnerships
If you checked Items 7.A.(1) or (3), you must list on Section 7.A. of Schedule D all your related persons
that are investment advisers, broker-dealers, municipal securities dealers, or government securities broker or
dealers.
B. Are you or any related person a general partner in an investment-related limited partnership or manager of
an investment-related limited liability company, or do you advise any other “private fund,” as defined under
SEC rule 203(b)(3)-1?
Yes
No
If "yes," for each limited partnership or limited liability company, or (if applicable) private fund, complete
Section 7.B. of Schedule D. If, however, you are an SEC-registered adviser and you have related persons
that are SEC-registered advisers who are the general partners of limited partnerships or the managers of
limited liability companies, you do not have to complete Section 7.B. of Schedule D with respect to those
related advisers’ limited partnerships or limited liability companies.
To use this alternative procedure, you must state in the Miscellaneous Section of Schedule D: (1) that you
have related SEC-registered investment advisers that manage limited partnerships or limited liability
companies that are not listed in Section 7.B. of your Schedule D; (2) that complete and accurate
information about those limited partnerships or limited liability companies is available in Section 7.B. of
Schedule D of the Form ADVs of your related SEC-registered advisers; and (3) whether your clients are
solicited to invest in any of those limited partnerships or limited liability companies.
Item 8
Participation or Interest in Client Transactions
In this Item, we request information about your participation and interest in your clients’ transactions. Like Item 7,
this information identifies areas in which conflicts of interest may occur between you and your clients.
Like Item 7, Item 8 requires you to provide information about you and your related persons.
FORM ADV
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Page 11 of 17
Your Name _______________________________ CRD Number _______________
Date _____________________________________ SEC 801-Number ____________
Proprietary Interest in Client Transactions
A. Do you or any related person:
Yes
No
(1) buy securities for yourself from advisory clients, or sell securities you own to
advisory clients (principal transactions)?
(2) buy or sell for yourself securities (other than shares of mutual funds) that you
also recommend to advisory clients?
(3) recommend securities (or other investment products) to advisory clients in
which you or any related person has some other proprietary (ownership)
interest (other than those mentioned in Items 8.A(1) or (2))?
Yes
No
(1) as a broker-dealer or registered representative of a broker-dealer, execute
securities trades for brokerage customers in which advisory client securities
are sold to or bought from the brokerage customer (agency cross transactions)?
(2) recommend purchase of securities to advisory clients for which you or any related
person serves as underwriter, general or managing partner, or purchaser
representative?
(3) recommend purchase or sale of securities to advisory clients for which you or any
related person has any other sales interest (other than the receipt of sales
commissions as a broker or registered representative of a broker-dealer)?
Yes
No
(1) securities to be bought or sold for a client’s account?
(2) amount of securities to be bought or sold for a client’s account?
(3) broker or dealer to be used for a purchase or sale of securities
for a client’s account?
(4) commission rates to be paid to a broker or dealer for a client’s securities
transactions?
Sales Interest in Client Transactions
B. Do you or any related person:
Investment or Brokerage Discretion
C. Do you or any related person have discretionary authority to determine the:
FORM ADV
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Page 12 of 17
Your Name _______________________________ CRD Number _______________
Date _____________________________________ SEC 801-Number ____________
Yes
No
D. Do you or any related person recommend brokers or dealers to clients?
E. Do you or any related person receive research or other products or services
other than execution from a broker-dealer or a third party in connection with
client securities transactions?
F.
Do you or any related person, directly or indirectly, compensate any person for
client referrals?
In responding to this Item 8.F., consider in your response all cash and non-cash compensation that you or
a related person gave any person in exchange for client referrals, including any bonus that is based, at
least in part, on the number or amount of client referrals.
Item 9
Custody
In this Item, we ask you whether you or a related person has custody of client assets and about your custodial
practices.
A. (1) Do you have custody of any advisory clients’:
(a) cash or bank accounts?
(b) securities?
Yes
No
If you are registering or registered with the SEC, answer “No” to Item 9.A.(1)(a) and (b) if you have
custody solely because (i) you deduct your advisory fees directly from your clients’ accounts, or (ii) a
related person maintains client funds or securities as a qualified custodian but you have overcome the
presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)(2)-(d)(5))
from the related person.
(2) If you checked “yes” to Item 9.A.(1)(a) or (b), what is the amount of client funds and securities and
total number of clients for which you have custody:
U.S. Dollar Amount
Total Number of Clients
(a) $_______________
(b) _______________
If your related person serves as qualified custodian of client assets, do not include the amount of those
assets and the number of those clients in your response to Item 9.A.(2). Instead, include that information in
your response to Item 9.B.(2).
B. (1) Do any of your related persons have custody of any of your advisory clients’:
(a) cash or bank accounts?
(b) securities?
You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).
Yes
No
FORM ADV
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Page 13 of 17
Your Name _______________________________ CRD Number _______________
Date _____________________________________ SEC 801-Number ____________
(2) If you checked “yes” to Item 9.B.(1)(a) or (b), what is the amount of client funds and securities and
total number of clients for which your related persons have custody:
U.S. Dollar Amount
Total Number of Clients
(a) $_______________
(b) _______________
C. If you or your related persons have custody of client funds or securities, check all the following that apply:
(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the
pooled investment vehicle(s) you manage.
(2) An independent public accountant audits annually the pooled investment vehicle(s) that you
manage and the audited financial statements are distributed to the investors in the pools.
(3) An independent public accountant conducts an annual surprise examination of client funds and
securities.
(4) An independent public accountant prepares an internal control report with respect to custodial
services when you or your related persons are qualified custodians for client funds and
securities.
If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are
engaged to perform the audit or examination or prepare an internal control report.
D. Do you or your related persons act as qualified custodians for your clients in connection with advisory
services you provide to clients?
Yes
No
(1) you act as a qualified custodian
(2) your related persons act as qualified custodians
If you checked “yes” to Item 9.D.(2), list in Section 9.D. of Schedule D all your related persons that act as
qualified custodians for your clients in connection with advisory services you provide to clients (you do not
have to list broker-dealers already identified as qualified custodians in Section 7.A. of Schedule D).
E.
If you are filing your annual updating amendment and you were subject to a surprise examination by an
independent public accountant during your last fiscal year, provide the date (MM/YYYY) the examination
commenced: _______________
Item 10
Control Persons
In this Item, we ask you to identify every person that, directly or indirectly, controls you.
If you are submitting an initial application, you must complete Schedule A and Schedule B. Schedule A asks for
information about your direct owners and executive officers. Schedule B asks for information about your
indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or
Schedule B (or both) that you filed with your initial application, you must complete Schedule C.
Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your
management or policies?
Yes
No
If yes, complete Section 10 of Schedule D.
FORM ADV
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Item 11
Your Name _______________________________ CRD Number _______________
Date _____________________________________ SEC 801-Number ____________
Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory
affiliates. We use this information to determine whether to grant your application for registration, to decide whether
to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential
problem areas to focus on during our on-site examinations. One event may result in “yes” answers to more than one
of the questions below.
Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical,
administrative, support or similar functions); (2) all of your officers, partners, or directors (or any person performing
similar functions); and (3) all persons directly or indirectly controlling you or controlled by you. If you are a
“separately identifiable department or division” (SID) of a bank, see the Glossary of Terms to determine who your
advisory affiliates are.
If you are registered or registering with the SEC, you may limit your disclosure of any event listed in Item 11 to ten
years following the date of the event. If you are registered or registering with a state, you must respond to the
questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in
responding to Items 11.A(1), 11.A(2), 11.B(1), 11.B(2), 11.D(4), and 11.H(1)(a). For purposes of calculating this
ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any
rights of appeal from preliminary orders, judgments, or decrees lapsed.
You must complete the appropriate Disclosure Reporting Page (“DRP”) for “yes” answers to the questions in this
Item 11.
For “yes” answers to the following questions, complete a Criminal Action DRP:
Yes
No
(1) been convicted of or pled guilty or nolo contendere (“no contest”) in a
domestic, foreign, or military court to any felony?
(2) been charged with any felony?
A. In the past ten years, have you or any advisory affiliate:
If you are registered or registering with the SEC, you may limit your response to Item 11.A(2) to charges
that are currently pending.
B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere (“no contest”) in a domestic,
foreign, or military court to a misdemeanor involving: investments or an
investment-related business, or any fraud, false statements, or omissions,
wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion,
or a conspiracy to commit any of these offenses?
(2) been charged with a misdemeanor listed in Item 11.B(1)?
If you are registered or registering with the SEC, you may limit your response to Item 11.B(2) to charges
that are currently pending.
FORM ADV
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Page 15 of 17
Your Name _______________________________ CRD Number _______________
Date _____________________________________ SEC 801-Number ____________
For “yes” answers to the following questions, complete a Regulatory Action DRP:
Yes
No
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of SEC
or CFTC regulations or statutes?
(3) found you or any advisory affiliate to have been a cause of an investment-related
business having its authorization to do business denied, suspended, revoked, or
restricted?
(4) entered an order against you or any advisory affiliate in connection with
investment-related activity?
(5) imposed a civil money penalty on you or any advisory affiliate, or ordered you
or any advisory affiliate to cease and desist from any activity?
(1) ever found you or any advisory affiliate to have made a false statement or
omission, or been dishonest, unfair, or unethical?
(2) ever found you or any advisory affiliate to have been involved in a violation of
investment-related regulations or statutes?
(3) ever found you or any advisory affiliate to have been a cause of an investmentrelated business having its authorization to do business denied, suspended,
revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in
connection with an investment-related activity?
(5) ever denied, suspended, or revoked your or any advisory affiliate’s registration or
license, or otherwise prevented you or any advisory affiliate, by order,
from associating with an investment-related business or restricted your or any
advisory affiliate’s activity?
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of its
rules (other than a violation designated as a “minor rule violation” under a plan
approved by the SEC)?
C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:
D. Has any other federal regulatory agency, any state regulatory agency, or any foreign
financial regulatory authority:
E. Has any self-regulatory organization or commodities exchange ever:
FORM ADV
Part 1A
Page 16 of 17
Your Name _______________________________ CRD Number _______________
Date _____________________________________ SEC 801-Number ____________
Yes
No
(3) found you or any advisory affiliate to have been the cause of an investmentrelated business having its authorization to do business denied, suspended,
revoked, or restricted?
(4) disciplined you or any advisory affiliate by expelling or suspending
you or the advisory affiliate from membership, barring or suspending you or
the advisory affiliate from association with other members, or otherwise
restricting your or the advisory affiliate’s activities?
Has an authorization to act as an attorney, accountant, or federal contractor granted
to you or any advisory affiliate ever been revoked or suspended?
G. Are you or any advisory affiliate now the subject of any regulatory proceeding that
could result in a “yes” answer to any part of Item 11.C., 11.D., or 11.E.?
Yes
No
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any
investment-related activity?
(b) ever found that you or any advisory affiliate were involved in a violation of
investment-related statutes or regulations?
(c) ever dismissed, pursuant to a settlement agreement, an investment-related
civil action brought against you or any advisory affiliate by a state or foreign
financial regulatory authority?
F.
For “yes” answers to the following questions, complete a Civil Judicial Action DRP:
H. (1) Has any domestic or foreign court:
(2) Are you or any advisory affiliate now the subject of any civil proceeding that could
result in a “yes” answer to any part of Item 11.H(1)?
Item 12
Small Businesses
The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In
order to do this, we need to determine whether you meet the definition of “small business” or “small organization”
under rule 0-7.
Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item
5.F(2)(c) that you have assets under management of less than $25 million. You are not required to answer this Item
12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from
SEC to state registration.
FORM ADV
Part 1A
Page 17 of 17
Your Name _______________________________ CRD Number _______________
Date _____________________________________ SEC 801-Number ____________
For purposes of this Item 12 only:
Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In
determining your or another person’s total assets, you may use the total assets shown on a current balance sheet
(but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger).
Control means the power to direct or cause the direction of the management or policies of a person, whether
through ownership of securities, by contract, or otherwise. Any person that directly or indirectly has the right to
vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another
person is presumed to control the other person.
Yes
No
(1) control another investment adviser that had assets under management of
$25 million or more on the last day of its most recent fiscal year?
(2) control another person (other than a natural person) that had total assets of
$5 million or more on the last day of its most recent fiscal year?
(1) controlled by or under common control with another investment adviser
that had assets under management of $25 million or more on the last day of
its most recent fiscal year?
(2) controlled by or under common control with another person (other than a
natural person) that had total assets of $5 million or more on the last day of its
most recent fiscal year?
A. Did you have total assets of $5 million or more on the last day of your most recent
fiscal year?
If “yes,” you do not need to answer Items 12.B. and 12.C.
B. Do you:
C. Are you:
FORM ADV
Your Name: _________________________________
SEC File No.: ______________________
Schedule A
Date: _______________________________________
CRD No.: __________________________
Direct Owners and Executive Officers
1.
Complete Schedule A only if you are submitting an initial application. Schedule A asks for information about your direct owners and
executive officers. Use Schedule C to amend this information.
2.
Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer (Chief
Compliance Officer is required and cannot be more than one individual), director and any other individuals with similar status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you
are a public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act);
Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or
more of a class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise
of any option, warrant, or right to purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon
dissolution, or have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or
has contributed, 5% or more of your capital, the trust and each trustee; and
(e) if you are organized as a limited liability company (“LLC”), (i) those members that have the right to receive upon dissolution, or have
contributed, 5% or more of your capital, and (ii) if managed by elected managers, all elected managers.
3.
Do you have any indirect owners to be reported on Schedule B?
4.
In the DE/FE/I column below, enter “DE” if the owner is a domestic entity, “FE” if the owner is an entity incorporated or domiciled in a foreign
country, or “I” if the owner or executive officer is an individual.
5.
Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager,
shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued).
6.
Ownership codes are:
7.
(a) In the Control Person column, enter “Yes” if the person has control as defined in the Glossary of Terms to Form ADV, and enter “No” if
the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected
managers, and trustees are control persons.
(b) In the PR column, enter “PR” if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
FULL LEGAL NAME
(Individuals: Last Name,
First Name, Middle Name)
NA - less than 5%
A - 5% but less than 10%
DE/FE/I
Title
or
Status
Yes
No
B - 10% but less than 25%
C - 25% but less than 50%
Date Title
or Status
Acquired
MM YYYY
Ownership
Code
D - 50% but less than 75%
E - 75% or more
Control
Person
PR
CRD No.
If None: S.S. No. and Date of Birth,
IRS Tax No., or Employer ID No.
FORM ADV
Your Name: _________________________________
SEC File No.: ______________________
Schedule B
Date: _______________________________________
CRD No.: __________________________
Indirect Owners
1.
Complete Schedule B only if you are submitting an initial application. Schedule B asks for information about your indirect owners; you
must first complete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.
2.
Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or
direct the sale of, 25% or more of a class of a voting security of that corporation;
For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing
the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to
purchase the security.
(b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon
dissolution, or have contributed, 25% or more of the partnership’s capital;
(c) in the case of an owner that is a trust, the trust and each trustee; and
(d) in the case of an owner that is a limited liability company (“LLC”), (i) those members that have the right to receive upon
dissolution, or have contributed, 25% or more of the LLC’s capital, and (ii) if managed by elected managers, all elected
managers.
3.
Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12
or 15(d) of the Exchange Act) is reached, no further ownership information need be given.
4.
In the DE/FE/I column below, enter “DE” if the owner is a domestic entity, “FE” if the owner is an entity incorporated or domiciled in a foreign
country, or “I” if the owner is an individual.
5.
Complete the Status column by entering the owner’s status as partner, trustee, elected manager, shareholder, or member; and for shareholders or
members, the class of securities owned (if more than one is issued).
6.
Ownership codes are:
7.
(a) In the Control Person column, enter “Yes” if the person has control as defined in the Glossary of Terms to Form ADV, and enter “No” if
the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected
managers, and trustees are control persons.
(b) In the PR column, enter “PR” if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
FULL LEGAL NAME
(Individuals: Last Name,
First Name, Middle Name)
C - 25% but less than 50%
DE/FE/I
D - 50% but less than 75%
Entity in
Date
Which Interest Status Status
is Owned
Acquired
MM YYYY
E - 75% or more
Ownership
Code
F - Other (general partner, trustee,
or elected manager)
Control
Person
PR
CRD No.
If None:S.S. No.
and Date of Birth, IRS Tax
No. or
Employer ID No.
FORM ADV
Your Name: _________________________________
SEC File No.: ______________________
Schedule C
Date: _______________________________________
CRD No.: __________________________
Amendments to Schedules A and B
1.
Use Schedule C only to amend information requested on either Schedule A or Schedule B. Refer to Schedule A and Schedule B for specific
instructions for completing this Schedule C. Complete each column.
2.
In the Type of Amendment column, indicate “A” (addition), “D” (deletion), or “C” (change in information about the same person).
3.
Ownership codes are:
4.
List below all changes to Schedule A (Direct Owners and Executive Officers):
FULL LEGAL NAME
(Individuals: Last Name,
First Name, Middle Name)
5.
NA - less than 5%
A - 5% but less than 10%
B - 10% but less than 25%
DE/FE/I
C - 25% but less than 50%
D - 50% but less than 75%
E - 75% or more
Type
Title
of
or
Amend- Status
ment
Date Title
or Status
Acquired
MM YYYY
Ownership
Code
G - Other (general partner, trustee, or
elected member)
Control
Person
PR
CRD No.
If None: S.S. No. and Date
of Birth, IRS Tax No. or
Employer ID No.
List below all changes to Schedule B (Indirect Owners):
FULL LEGAL NAME
(Individuals: Last Name,
First Name, Middle Name)
DE/FE/I
Type
Entity in Which
of
Interest is Owned Status
Amendment
Date
Status
Acquired
MM
YYYY
Ownership
Code
Control
Person
PR
CRD No.
If None: S.S. No.
and Date of Birth,
IRS Tax No., or
Employer ID No.
FORM ADV
Your Name: _________________________________
SEC File No.: ______________________
Schedule D
Date: _______________________________________
CRD No.: __________________________
Page 1 of 6
Certain items in Part 1A of Form ADV require additional information on Schedule D. Use this Schedule D Page 1 to report details for items listed
below. Report only new information or changes/updates to previously submitted information. Do not repeat previously submitted information.
This is an
INITIAL or
SECTION 1.B.
AMENDED Schedule D Page 1.
Other Business Names
List your other business names and the jurisdictions in which you use them. You must complete a separate Schedule D for each business name.
Check only one box:
Add
Delete
Amend
Name ___________________________________________________________
SECTION 1.F.
Jurisdictions ______________________________
Other Offices
Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory
business. You must complete a separate Schedule D Page 1 for each location. If you are applying for registration, or are registered, only with the
SEC, list only the largest five (in terms of numbers of employees).
Check only one box:
Add
Delete
___________________________________________________________________________________________________________________
(number and street)
___________________________________________________________________________________________________________________
(city)
(state/country)
(zip+4/postal code)
If this address is a private residence, check this box:
_____________________________________
(area code)
(telephone number)
______________________________________
(area code)
(facsimile number)
SECTION 1.I. World Wide Web Site Addresses
List your World Wide Web site addresses. You must complete a separate Schedule D for each World Wide Web site address.
Check only one box:
Add
Delete
World Wide Web Site Address: ________________________________________________
SECTION 1.K.
Location of Books and Records
Complete the following information for each location at which you keep your books and records, other than your principal office and place of
business. You must complete a separate Schedule D Page 1 for each location.
Check only one box:
Add
Delete
Amend
Name of entity where books and records are kept: ___________________________________________________________________________
___________________________________________________________________________________________________________________
(number and street)
__________________________________________________________________________________________________________________
(city)
(state/country)
(zip+4/postal code)
If this address is a private residence, check this box:
_______________________________________
_______________________________________
(area code)
(telephone number)
(area code)
(facsimile number)
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location. __________________________________________________________________
__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________
FORM ADV
Your Name: _________________________________
SEC File No.: ______________________
Schedule D
Date: _______________________________________
CRD No.: __________________________
Page 2 of 6
Use this Schedule D Page 2 to report details for items listed below. Report only new information or changes/updates to previously submitted
information. Do not repeat previously submitted information.
This is an
INITIAL or
SECTION 1.L.
AMENDED Schedule D Page 2.
Registration with Foreign Financial Regulatory Authorities
List the name, in English, of each foreign financial regulatory authority and country with which you are registered. You must complete a separate
Schedule D Page 2 for each foreign financial regulatory authority with whom you are registered.
Check only one box:
Add
Delete
English Name of Foreign Financial Regulatory Authority ________________________________________________________________________
Name of Country ________________________________________________________________________________________________________
SECTION 2.A(7) Affiliated Adviser
If you are relying on the exemption in rule 203A-2(c) from the prohibition on registration because you control, are controlled by, or are under
common control with an investment adviser that is registered with the SEC and your principal office and place of business is the same as that of the
registered adviser, provide the following information:
Name of Registered Investment Adviser _____________________________________________________________________________
CRD Number of Registered Investment Adviser (if any) _____________________________
SEC Number of Registered Investment Adviser 801-___________________________
SECTION 2.A(8) Newly Formed Adviser
If you are relying on rule 203A-2(d), the newly formed adviser exemption from the prohibition on registration, you are required to make certain
representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required
representations. You must make both of these representations:
I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I
will be eligible to register with the SEC within 120 days after the date my registration with the SEC becomes effective.
I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be
prohibited by Section 203A(a) of the Advisers Act from registering with the SEC.
SECTION 2.A(9) Multi-State Adviser
If you are relying on rule 203A-2(e), the multi-state adviser exemption from the prohibition on registration, you are required to make certain
representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required
representations.
If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:
I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 30 or more states to
register as an investment adviser with the securities authorities in those states.
I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the
laws of fewer than 25 states to register as an investment adviser with the securities authorities of those states.
If you are submitting your annual updating amendment, you must make this representation:
Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded
that I am required by the laws of at least 25 states to register as an investment adviser with the securities authorities in those states.
FORM ADV
Your Name: _________________________________
SEC File No.: ______________________
Schedule D
Date: _______________________________________
CRD No.: __________________________
Page 3 of 6
Use this Schedule D Page 3 to report details for items listed below. Report only new information or changes/updates to previously submitted
information. Do not repeat previously submitted information.
This is an
INITIAL or
AMENDED Schedule D Page 3.
SECTION 2.A(11) SEC Exemptive Order
If you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:
Application Number: 803-_______________
SECTION 4
Date of order: _________________
(mm/dd/yyyy)
Successions
Complete the following information if you are succeeding to the business of a currently-registered investment adviser. If you acquired more than one
firm in the succession you are reporting on this Form ADV, you must complete a separate Schedule D Page 3 for each acquired firm. See Part 1A
Instruction 4.
Name of Acquired Firm _________________________________________________________
Acquired Firm’s SEC File No. (if any) 801-_____________________
SECTION 5.I(2)
Acquired Firm’s CRD Number (if any) ________________________
Wrap Fee Programs
If you are a portfolio manager for one or more wrap fee programs, list the name of each program and its sponsor. You must complete a separate
Schedule D Page 3 for each wrap fee program for which you are a portfolio manager.
Check only one box:
Add
Delete
Amend
Name of Wrap Fee Program ______________________________________________________________________________________________
Name of Sponsor ________________________________________________________________________________________________________
SECTION 6.B.
Description of Primary Business
Describe your primary business (not your investment advisory business): __________________________________________________________
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
SECTION 7.A.
Affiliated Investment Advisers and Broker-Dealers
You must complete the following information for each related person investment adviser and broker-dealer. You must complete a separate Schedule
D Page 3 for each listed related person.
Check only one box:
Add
Delete
Amend
Legal Name of Related Person: ________________________________________________________________
Primary Business Name of Related Person: ___________________________________________________________
Related Person is (check only one box):
Investment Adviser
Broker-Dealer
Dual (Investment Adviser and Broker-Dealer)
If the related person is a broker-dealer, is it a qualified custodian for your clients in connection with advisory services you provide to clients?
Yes
No
FORM ADV
Schedule D
Your Name: _________________________________
SEC File No.: ______________________
Date: ______________________________
CRD No.: _________________________
Page 4 of 6
Use this Schedule D Page 4 to report details for items listed below. Report only new information or changes/updates to previously submitted
information. Do not repeat previously submitted information.
This is an
INITIAL or
AMENDED Schedule D Page 4.
(SECTION 7.A continued)
If you are registering or registered with the SEC and you have answered “yes,” have you overcome the presumption that you are not operationally
independent (pursuant to Advisers Act rule 206(4)(2)-(d)(5)) from the related person broker-dealer, and thus are not required to obtain a surprise
examination for your clients’ funds or securities that are maintained at the related person?
Yes
Related Person Adviser’s SEC File Number (if any) 801- __________________
SECTION 7.B.
No
Related Person’s CRD Number (if any): ______________
Limited Partnership or Other Private Fund Participation
You must complete a separate Schedule D Page 4 for each limited partnership in which you or a related person is a general partner, each limited
liability company for which you or a related person is a manager, and each other private fund that you advise.
Check only one box:
Add
Delete
Amend
Name of Limited Partnership, Limited Liability Company, or other Private Fund: ______________________________________
Name of General Partner or Manager: _________________________________________
If you are registered or registering with the SEC, is this a “private fund” as defined under SEC rule 203(b)(3)-1?
Yes
No
Are your clients solicited to invest in the limited partnership, limited liability company, or other private fund ?
Yes
No
Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund?________%
Minimum investment commitment required of a limited partner, member, or other investor:
$________________
Current value of the total assets of the limited partnership, limited liability company, or other private fund:
$_________________________
SECTION 9.C. Independent Public Accountant
You must complete the following information for each independent public accountant engaged to perform a surprise examination, perform an audit
of a pooled investment vehicle that you manage, or prepare an internal control report. You must complete a separate Schedule D Page 4 for each
independent public accountant.
Check only one box:
Add
Delete
Amend
(1) Name of the independent public accountant: _________________________________________
(2) The location of the independent public accountant’s office responsible for the services provided:
___________________________________________________________________________________________________________________
(number and street)
___________________________________________________________________________________________________________________
(city)
(state/country)
(zip+4/postal code)
(3) Is the independent public accountant registered with the Public Company Accounting Oversight Board?
Yes
No
(4) If yes to (3) above, is the independent public accountant subject to regular inspection by the Public Company Accounting Oversight Board in
accordance with its rules?
Yes
No
FORM ADV
Your Name: _________________________________
SEC File No.: ______________________
Schedule D
Date: _______________________________________
CRD No.: __________________________
Page 5 of 6
Use this Schedule D Page 5 to report details for items listed below. Report only new information or changes/updates to previously submitted
information. Do not repeat previously submitted information.
This is an
INITIAL or
AMENDED Schedule D Page 5.
(SECTION 9.C continued)
(5) The independent public accountant is engaged to:
A.
B.
C.
audit a pooled investment vehicle
perform a surprise examination of clients assets
prepare an internal control report
(6) Does the report prepared by the independent public accountant that audited the pooled investment vehicle or that examined internal controls
contain an unqualified opinion?
Yes
No
SECTION 9.D. Related Person Qualified Custodian
You must complete the following information for each of your related persons that acts as a qualified custodian for your clients in connection with
advisory services you provide to clients (you do not have to list broker-dealers already identified as qualified custodians in Section 7.A. of Schedule
D). You must complete a separate Schedule D Page 5 for each listed related person.
Check only one box:
Add
Delete
Amend
Legal Name of Related Person: _________________________________________
Primary Business Name of Related Person: _________________________________________
The location of the related person’s office responsible for custody of your clients’ assets:
___________________________________________________________________________________________________________________
(number and street)
__________________________________________________________________________________________________________________
(city)
(state/country)
(zip+4/postal code)
Related Person is (check only one box):
U.S. Bank or Savings Association
Futures Commission Merchant
Foreign Financial Institution
If you are registering or registered with the SEC, have you overcome the presumption that you are not operationally independent (pursuant to
Advisers Act rule 206(4)(2)-(d)(5)) from the related person qualified custodian, and thus are not required to obtain a surprise examination for your
clients’ funds or securities that are maintained at the related person?
Yes
No
FORM ADV
Your Name: _________________________________
SEC File No.: ______________________
Schedule D
Date: _______________________________________
CRD No.: __________________________
Page 6 of 6
Use this Schedule D Page 6 to report details for items listed below. Report only new information or changes/updates to previously submitted
information. Do not repeat previously submitted information.
This is an
INITIAL or
AMENDED Schedule D Page 6.
SECTION 10 Control Persons
You must complete a separate Schedule D Page 4 for each control person not named in Item 1.A. or Schedules A, B, or C that directly or indirectly
controls your management or policies.
Check only one box:
Add
Delete
Amend
Firm or Organization Name ______________________________________________________________________________________________
CRD Number (if any) _______________________
Effective Date _________________
mm/dd/yyyy
Termination Date _________________
mm/dd/yyyy
Business Address:
_____________________________________________________________________________________________________________________
(number and street)
_____________________________________________________________________________________________________________________
(city)
(state/country)
(zip+4/postal code)
If this address is a private residence, check this box:
Individual Name (if applicable) (Last, First, Middle) ___________________________________________________________________________
CRD Number (if any) _______________________
Effective Date _________________
mm/dd/yyyy
Termination Date _________________
mm/dd/yyyy
Business Address:
_____________________________________________________________________________________________________________________
(number and street)
_____________________________________________________________________________________________________________________
(city)
(state/country)
(zip+4/postal code)
If this address is a private residence, check this box:
Briefly describe the nature of the control: ___________________________________________________________________________________
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
Miscellaneous
You may use the space below to explain a response to an Item or to provide any other information.
________________________________________________________________________________________
________________________________________________________________________________________
________________________________________________________________________________________
________________________________________________________________________________________
________________________________________________________________________________________
________________________________________________________________________________________
________________________________________________________________________________________
________________________________________________________________________________________
CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for
affirmative responses to Items 11.A. or 11.B. of Form ADV.
Check item(s) being responded to:
11.A(1)
11.A(2)
11.B(1)
11.B(2)
Use a separate DRP for each event or proceeding. The same event or proceeding may be reported for more than one person or
entity using one DRP. File with a completed Execution Page.
Multiple counts of the same charge arising out of the same event(s) should be reported on the same DRP. Unrelated criminal
actions, including separate cases arising out of the same event, must be reported on separate DRPs. Use this DRP to report all
charges arising out of the same event. One event may result in more than one affirmative answer to the items listed above.
PART I
A.
The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last
name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the
appropriate box.
Your Name
Your CRD Number
ADV DRP - ADVISORY AFFILIATE
CRD Number
This advisory affiliate is
Registered:
a firm an individual
Yes
No
Name (For individuals, Last, First, Middle)
B.
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the
adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years
ago or (2) the adviser is registered or applying for registration with the SEC and the event was resolved in the adviser’s
or advisory affiliate’s favor.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP
(with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is “Yes,” no other information on this DRP
must be provided.
Yes
No
NOTE:
The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD
records.
(continued)
SEC 1707 (10-10)
File 2 of 4
CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
(continuation)
PART II
1.
If charge(s) were brought against an organization over which you or an advisory affiliate exercise(d) control: Enter
organization name, whether or not the organization was an investment-related business and your or the advisory affiliate's
position, title, or relationship.
_______________________________________________________________________________________________________
2.
Formal Charge(s) were brought in: (include name of Federal, Military, State or Foreign Court, Location of Court - City or
County and State or Country, Docket/Case number).
_______________________________________________________________________________________________________
3.
Event Disclosure Detail (Use this for both organizational and individual charges.)
A.
Date First Charged (MM/DD/YYYY):
Exact
Explanation
If not exact, provide explanation:
__________________________________________________________________________
B. Event Disclosure Detail (include Charge(s)/Charge Description(s), and for each charge provide: (1) number of counts,
(2) felony or misdemeanor, (3) plea for each charge, and (4) product type if charge is investment-related).
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
C.
Did any of the Charge(s) within the Event involve a felony? Yes
D.
Current status of the Event? Pending
E.
Event Status Date (complete unless status is Pending) (MM/DD/YYYY):
Exact
On Appeal
No
Final
Explanation
If not exact, provide explanation:
________________________________________________________________________
4.
Disposition Disclosure Detail: Include for each charge (a) Disposition Type (e.g., convicted, acquitted, dismissed, pretrial,
etc.), (b) Date, (c) Sentence/Penalty, (d) Duration (if sentence-suspension, probation, etc.), (e) Start Date of Penalty, (f)
Penalty/Fine Amount, and (g) Date Paid.
__________________________________________________________________________________________________
__________________________________________________________________________________________________
__________________________________________________________________________________________________
__________________________________________________________________________________________________
__________________________________________________________________________________________________
__________________________________________________________________________________________________
CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
(continuation)
5.
Provide a brief summary of circumstances leading to the charge(s) as well as the disposition. Include the relevant dates
when the conduct which was the subject of the charge(s) occurred. (Your response must fit within the space provided.)
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for
affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.
Check item(s) being responded to:
11.C(1)
11.D(1)
11.E(1)
11.F.
11.C(2)
11.D(2)
11.E(2)
11.G.
11.C(3)
11.D(3)
11.E(3)
11.C(4)
11.D(4)
11.E(4)
11.C(5)
11.D(5)
Use a separate DRP for each event or proceeding. The same event or proceeding may be reported for more than one person or
entity using one DRP. File with a completed Execution Page.
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to
report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each
action on a separate DRP.
PART I
A.
The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last
name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the
appropriate box.
Your Name
Your CRD Number
ADV DRP - ADVISORY AFFILIATE
CRD Number
This advisory affiliate is a firm
Registered:
Yes
an individual
No
Name (For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the
adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years
ago or (2) the adviser is registered or applying for registration with the SEC and the event was resolved in the adviser’s
or advisory affiliate’s favor.
If you are registered or registering with a state securities authority, you may remove a DRP for an event you reported only
in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering
with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP
(with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is “Yes,” no other information on this DRP
must be provided.
Yes
No
NOTE:
The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD
records.
(continued)
SEC 1707 (10-10)
File 2 of 4
REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
(continuation)
PART II
1.
Regulatory Action initiated by:
SEC Other Federal
State
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state or SRO)
_____________________________________________________________________________________________________
2.
Principal Sanction (check appropriate item):
Civil and Administrative Penalty(ies)/Fine(s)
Bar
Cease and Desist
Censure
Denial
Disgorgement
Expulsion
Injunction
Prohibition
Reprimand
Restitution
Revocation
Suspension
Undertaking
Other ______________
Other Sanctions:
___________________________________________________________________________________________________
___________________________________________________________________________________________________
___________________________________________________________________________________________________
3.
Date Initiated (MM/DD/YYYY):
Exact
Explanation
If not exact, provide explanation: ________________________________________________________________________
4.
Docket/Case Number:
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type (check appropriate item):
Annuity(ies) - Fixed
Annuity(ies) - Variable
CD(s)
Commodity Option(s)
Debt - Asset Backed
Debt - Corporate
Debt - Government
Debt - Municipal
Derivative(s)
Direct Investment(s) - DPP & LP Interest(s)
Equity - OTC
Equity Listed (Common & Preferred Stock)
Futures - Commodity
Futures - Financial
Index Option(s)
Insurance
Investment Contract(s)
Money Market Fund(s)
Mutual Fund(s)
No Product
Options
Penny Stock(s)
Unit Investment Trust(s)
Other ______________
Other Product Types:
___________________________________________________________________________________________________
___________________________________________________________________________________________________
(continued)
REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
(continuation)
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
Pending
On Appeal
Final
8.
Current status?
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
______
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved (check appropriate item):
Acceptance, Waiver & Consent (AWC)
Consent
Decision
Decision & Order of Offer of Settlement
Dismissed
Order
Settled
Stipulation and Consent
Vacated
Withdrawn
Other ______________
Exact
11. Resolution Date (MM/DD/YYYY):
Explanation
If not exact, provide explanation: ___________________________________________________________________
12. Resolution Detail:
A.
Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine
Amount: $
Censure
B.
Revocation/Expulsion/Denial
Disgorgement/Restitution
Cease and Desist/Injunction
Bar
Suspension
Other Sanctions Ordered:
___________________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General
Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the
sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been
satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total
amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived:
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
(continued)
REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
(continuation)
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and
dates (your response must fit within the space provided).
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
_________ ____________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for
affirmative responses to Item 11.H. of Part 1A and Item 2.F. of Part 1B of Form ADV.
Check Part 1A item(s) being responded to: 11.H(1)(a)
Check Part 1B item(s) being responded to: 2.F(1)
11.H(1)(b)
2.F(2)
11.H(1)(c)
2.F(3)
11.H(2)
2.F(4)
2.F(5)
Use a separate DRP for each event or proceeding. The same event or proceeding may be reported for more than one person or
entity using one DRP. File with a completed Execution Page.
One event may result in more than one affirmative answer to Item 11.H. of Part 1A or Item 2.F. of Part 1B. Use only one DRP to
report details related to the same event. Unrelated civil judicial actions must be reported on separate DRPs.
PART I
A.
The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last
name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the
appropriate box.
Your Name
Your CRD Number
ADV DRP - ADVISORY AFFILIATE
CRD Number
This advisory affiliate is
Registered:
a firm
Yes
an individual
No
Name (For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the
adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years
ago or (2) the adviser is registered or applying for registration with the SEC and the event was resolved in the adviser’s
or advisory affiliate’s favor.
If you are registered or registering with a state securities authority, you may remove a DRP for an event you reported only
in response to Item 11.H(1)(a), and only if that event occurred more than ten years ago. If you are registered or registering
with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP
(with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is “Yes,” no other information on this DRP
must be provided.
Yes
No
NOTE:
The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD
records.
(continued)
SEC 1707 (10-10)
File 2 of 4
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
(continuation)
PART II
1.
Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO, commodities exchange, agency,
firm, private plaintiff, etc.)
_____________________________________________________________________________________________________
2.
Principal Relief Sought (check appropriate item):
Cease and Desist
Civil Penalty(ies)/Fine(s)
Disgorgement
Injunction
Money Damages (Private/Civil Complaint)
Restitution
Restraining Order
Other _________
Other Relief Sought:
____________________________________________________________________________________________________
____________________________________________________________________________________________________
3.
Filing Date of Court Action (MM/DD/YYYY):
Exact
Explanation
If not exact, provide explanation: _________________________________________________________________________
4.
Principal Product Type (check appropriate item):
Annuity(ies) - Fixed
Annuity(ies) - Variable
CD(s)
Commodity Option(s)
Debt - Asset Backed
Debt - Corporate
Debt - Government
Debt - Municipal
Derivative(s)
Direct Investment(s) - DPP & LP Interest(s)
Equity - OTC
Equity Listed (Common & Preferred Stock)
Futures - Commodity
Futures - Financial
Index Option(s)
Insurance
Investment Contract(s)
Money Market Fund(s)
Mutual Fund(s)
No Product
Options
Penny Stock(s)
Unit Investment Trust(s)
Other ______________
Other Product Types:
_____________________________________________________________________________________________________
5.
Formal Action was brought in (include name of Federal, State or Foreign Court, Location of Court - City or County and
State or Country, Docket/Case Number):
_____________________________________________________________________________________________________
6.
Advisory Affiliate Employing Firm when activity occurred which led to the civil judicial action (if applicable):
(continued)
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
(continuation)
7.
Describe the allegations related to this civil action (your response must fit within the space provided):
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
Pending
On Appeal
Final
8.
Current status?
9.
If on appeal, action appealed to (provide name of court) and Date Appeal Filed (MM/DD/YYYY):
_____________________________________________________________________________________________________
_____________________________________________________________________________
Exact
10. If pending, date notice/process was served (MM/DD/YYYY):
Explanation
If not exact, provide explanation: _________________________________________________________________________
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.
11. How was matter resolved (check appropriate item):
Consent
Dismissed
Judgment Rendered
Opinion
Settled
Withdrawn
Exact
12. Resolution Date (MM/DD/YYYY):
Other _____________
Explanation
If not exact, provide explanation: __________________________________________________________________
13. Resolution Detail:
A.
Were any of the following Sanctions Ordered or Relief Granted (check appropriate items)?
Monetary/Fine
Amount: $
Censure
B.
Revocation/Expulsion/Denial
Disgorgement/Restitution
Cease and Desist/Injunction
Bar
Suspension
Other Sanctions:
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
(continued)
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
(continuation)
C.
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General
Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the
sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been
satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total
amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived:
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
14. Provide a brief summary of circumstances related to the action(s), allegation(s), disposition(s) and/or finding(s) disclosed
above (your response must fit within the space provided).
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
FORM ADV (Paper Version)
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
PART 1B
You must complete this Part 1B only if you are applying for registration, or are registered, as an investment adviser with
any of the state securities authorities.
Item 1
State Registration
Complete this Item 1 if you are submitting an initial application for state registration or requesting additional state registration(s).
Check the boxes next to the states to which you are submitting this application. If you are already registered with at least one state
and are applying for registration with an additional state or states, check the boxes next to the states in which you are applying for
registration. Do not check the boxes next to the states in which you are currently registered or where you have an application for
registration pending.
AL
AK
AZ
AR
CA
CO
Item 2
CT
DE
DC
FL
GA
GU
HI
ID
IL
IN
IA
KS
KY
LA
ME
MD
MA
MI
MN
MS
MO
MT
NE
NV
NH
NJ
NM
NY
NC
ND
OH
OK
OR
PA
PR
RI
SC
SD
TN
TX
UT
VT
VA
WA
WV
WI
Additional Information
A. Person responsible for supervision and compliance:
___________________________________________________________________________
(name)
____________________________________________________________________________
(title)
________________________________
________________________________________
(area code)
(telephone number)
(area code)
(facsimile number)
___________________________________________________________________________
(number and street)
___________________________________________________________________________
(city)
(state/country)
(zip+4/postal code)
_________________________________________________
(electronic mail (e-mail) address, if the person has one)
If this address is a private residence, check this box:
B. Bond/Capital Information, if required by your home state.
(1) Name of Issuing Insurance Company:
_______________________________________________________________________
(2) Amount of Bond: $______________.00
(3) Bond Policy Number:_____________________________
Yes
(4) If required by your home state, are you in compliance with your home
state’s minimum capital requirements?
No
FORM ADV
Part 1B
Page 2 of 4
Your Name ________________________________________
Date _____________________________________________
CRD Number _______________
SEC 801-Number ______________
Yes
For “yes” answers to the following question, complete a Bond DRP:
C. Has a bonding company ever denied, paid out on, or revoked a bond for you?
For “yes” answers to the following question, complete a Judgment/Lien DRP:
D. Do you have any unsatisfied judgments or liens against you?
For “yes” answers to the following questions, complete an Arbitration DRP:
E. Are you, any advisory affiliate, or any management person currently the subject of, or
have you , any advisory affiliate, or any management person been the subject of, an
arbitration claim alleging damages in excess of $2,500, involving any of the following:
(1) any investment or an investment-related business or activity?
(2) fraud, false statement, or omission?
(3) theft, embezzlement, or other wrongful taking of property?
(4) bribery, forgery, counterfeiting, or extortion?
(5) dishonest, unfair, or unethical practices?
For “yes” answers to the following questions, complete a Civil Judicial Action DRP:
F.
Are you, any advisory affiliate, or any management person currently subject to,
or have you, any advisory affiliate, or any management person been found liable in,
a civil, self-regulatory organization, or administrative proceeding involving any
of the following:
(1) an investment or investment-related business or activity?
(2) fraud, false statement, or omission?
(3) theft, embezzlement, or other wrongful taking of property?
(4) bribery, forgery, counterfeiting, or extortion?
(5) dishonest, unfair, or unethical practices?
G. Other Business Activities
(1) Are you actively engaged in business as a(n) (check all that apply):
Attorney
Certified public accountant
Tax preparer
No
FORM ADV
Part 1B
Page 3 of 4
Your Name_______________________________________________ CRD Number_____________
Date______________________________________________
SEC 801- Number_________
(2) If you are actively engaged in any business other than those listed in Item 6.A. of Part 1 A or Item 2.G(1) of Part 1B,
describe the business and the approximate amount of time spent on that business:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
H. If you provide financial planning services, the investments made based on those services at the end of your last fiscal year
totaled:
Securities
Investments
Under $100,000
$100,001 to $500,000
$500,001 to $1,000,000
$1,000,001 to $2,500,000
$2,500,001 to $5,000,000
More than $5,000,000
Non-Securities
Investments
£
£
£
£
£
£
£
£
£
£
£
£
If securities investments are over $5,000,000, how much?
$____________ (round to the nearest $1,000,000)
If non-securities investments are over $5,000,000, how much?
$____________ (round to the nearest $1,000,000)
I.
Custody
Yes
No
£
£
(a) Do you send a copy of your invoice to the custodian or trustee at the
same time that you send a copy to the client?
£
£
(b) Does the custodian send quarterly statements to your clients showing all
disbursements for the custodian account, including the amount of the advisory fees?
£
£
£
£
£
£
£
£
£
£
(1) Do you withdraw advisory fees directly from your clients’ accounts? If you answered
“yes”, respond to the following:
(c) Do your clients provide written authorization permitting you to be paid directly
for their accounts held by the custodian or trustee?
(2) Do you act as general partner for any partnership or trustee for any trust in which your
advisory clients are either partners of the partnership or beneficiaries of the trust?
If you answered “yes”, respond to the following:
(a) As the general partner of a partnership, have you engaged an attorney or an
independent certified public accountant to provide authority permitting each
direct payment or any transfer of funds or securities from the partnership account?
(3) Do you require prepayment of fees of more than $500 per client and for
six months or more in advance.
FORM ADV
Part 1B
Page 4 of 4
J.
Your Name ________________________________________
Date _____________________________________________
CRD Number _______________
SEC 801-Number ______________
If you are organized as a sole proprietorship, please answer the following:
Yes
(1) (a)
Have you passed, on or after January 1, 2000, the Series 65 examination?
(b) Have you passed, on or after January 1, 2000, the Series 66 examination
and also passed, at any time, the Series 7 examination?
(2) (a)
Do you have any investment advisory professional designations?
If “no,” you do not need to answer Item 2.J(2)(b).
(b) I have earned and I am in good standing with the organization that issued the following credential:
1.
Certified Financial Planner (“CFP”)
2.
Chartered Financial Analyst (“CFA”)
3.
Chartered Financial Consultant (“ChFC”)
4.
Chartered Investment Counselor (“CIC”)
5.
Personal Financial Specialist (“PFS”)
6.
None of the above
(3) Your social security number: ___________________________
No
CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an
INITIAL OR
affirmative responses to Items 11.A. or 11.B. of Form ADV.
Check item(s) being responded to:
11.A(1)
11.A(2)
AMENDED response used to report details for
11.B(1)
11.B(2)
Use a separate DRP for each event or proceeding. The same event or proceeding may be reported for more than one person or
entity using one DRP. File with a completed Execution Page.
Multiple counts of the same charge arising out of the same event(s) should be reported on the same DRP. Unrelated criminal
actions, including separate cases arising out of the same event, must be reported on separate DRPs. Use this DRP to report all
charges arising out of the same event. One event may result in more than one affirmative answer to the items listed above.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last
name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate “non-registered” by checking the
appropriate box.
Your Name
Your CRD Number
ADV DRP - ADVISORY AFFILIATE
CRD Number
This advisory affiliate is
Registered:
a firm
Yes
an individual
No
Name (For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the
adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years
ago or (2) the adviser is registered or applying for registration with the SEC and the event was resolved in the adviser’s
or advisory affiliate’s favor.
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with
Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is “Yes,” no other information on this DRP must
be provided.
Yes
No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD
records.
(continued)
CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
(continuation)
PART II
1.
If charge(s) were brought against an organization over which you or an advisory affiliate exercise(d) control: Enter
organization name, whether or not the organization was an investment-related business and your or the advisory affiliate’s
position, title, or relationship.
__________________________________________________________________________________________________________________________
2.
Formal Charge(s) were brought in: (include name of Federal, Military, State or Foreign Court, Location of Court - City or
County and State or Country, Docket/Case number).
__________________________________________________________________________________________________________________________
3.
Event Disclosure Detail (Use this for both organizational and individual charges.)
A. Date First Charged (MM/DD/YYYY):
Exact
Explanation
If not exact, provide explanation: ______________________________________________________________________
B. Event Disclosure Detail (include Charge(s)/Charge Description(s), and for each charge provide: (1) number of counts,
(2) felony or misdemeanor, (3) plea for each charge, and (4) product type if charge is investment-related).
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
C. Did any of the Charge(s) within the Event involve a felony?
Yes
D. Current status of the Event?
Final
Pending
On Appeal
No
E. Event Status Date (complete unless status is Pending) (MM/DD/YYYY):
Exact
Explanation
If not exact, provide explanation: ______________________________________________________________________
4.
Disposition Disclosure Detail: Include for each charge (a) Disposition Type (e.g., convicted, acquitted, dismissed, pretrial,
etc.), (b) Date, (c) Sentence/Penalty, (d) Duration (if sentence-suspension, probation, etc.), (e) Start Date of Penalty, (f)
Penalty/Fine Amount, and (g) Date Paid.
__________________________________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
(continued)
CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
(continuation)
5.
Provide a brief summary of circumstances leading to the charge(s) as well as the disposition. Include the relevant dates when
the conduct which was the subject of the charge(s) occurred. (Your response must fit within the space provided.)
______________________________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an
INITIAL OR
AMENDED response used to report details for
affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.
Check item(s) being responded to:
11.C(1)
11.D(1)
11.E(1)
11.F..
11.C(2)
11.D(2)
11.E(2)
11.G..
11.C(3)
11.D(3)
11.E(3)
11.C(4)
11.D(4)
11.E(4)
11.C(5)
11.D(5)
Use a separate DRP for each event or proceeding. The same event or proceeding may be reported for more than one person or
entity using one DRP. File with a completed Execution Page.
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report
details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on
a separate DRP.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name,
First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate “non-registered” by checking the appropriate
box.
Your Name
Your CRD Number
ADV DRP - ADVISORY AFFILIATE
CRD Number
This advisory affiliate is
Registered:
a firm
Yes
an individual
No
Name (For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the
adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years
ago or (2) the adviser is registered or applying for registration with the SEC and the event was resolved in the adviser’s
or advisory affiliate’s favor.
If you are registered or registering with a state securities authority, you may remove a DRP for an event you reported only
in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with
the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with
Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is “Yes,” no other information on this DRP must
be provided.
Yes
No
NOTE:
The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD
records.
(continued)
REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
(continuation)
PART II
1.
Regulatory Action initiated by:
SEC
Other Federal
State
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state or SRO)
_______________________________________________________________________________________________________________________________
2.
Principal Sanction (check appropriate item):
Civil and Administrative Penalty(ies)/Fine(s)
Bar
Cease and Desist
Censure
Denial
Disgorgement
Expulsion
Injunction
Prohibition
Reprimand
Restitution
Revocation
Suspension
Undertaking
Other ____________
Other Sanctions:
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
3.
Exact
Date Initiated (MM/DD/YYYY):
Explanation
If not exact, provide explanation: ______________________________________________________________________
4.
Docket/Case Number:
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type (check appropriate item):
Annuity(ies) - Fixed
Annuity(ies) - Variable
CD(s)
Commodity Option(s)
Debt - Asset Backed
Debt - Corporate
Debt - Government
Debt - Municipal
Derivative(s)
Direct Investment(s) - DPP & LP Interest(s)
Equity - OTC
Equity Listed (Common & Preferred Stock)
Futures - Commodity
Futures - Financial
Index Option(s)
Insurance
Investment Contract(s)
Money Market Fund(s)
Mutual Fund(s)
No Product
Options
Penny Stock(s)
Unit Investment Trust(s)
Other ____________
Other Product Types:
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
(continued)
REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
(continuation)
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
8.
Current status?
Pending
On Appeal
Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
_________________________________________________________________________________________________
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved (check appropriate item):
Acceptance, Waiver & Consent (AWC)
Consent
Decision
Decision & Order of Offer of Settlement
Dismissed
Order
Settled
Stipulation and Consent
Vacated
Withdrawn
Other ______________
Exact
11. Resolution Date (MM/DD/YYYY):
Explanation
If not exact, provide explanation: ______________________________________________________________________
12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine
Revocation/Expulsion/Denial
Disgorgement/Restitution
Amount: $
Censure
Bar
Cease and Desist/Injunction
Suspension
B. Other Sanctions Ordered:
_________________________________________________________________________________________
_________________________________________________________________________________________
_________________________________________________________________________________________
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General
Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the
sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied.
If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount,
portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived:
_________________________________________________________________________________________
_________________________________________________________________________________________
_________________________________________________________________________________________
_________________________________________________________________________________________
(continued)
REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
(continuation)
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and
dates (your response must fit within the space provided).
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an
INITIAL OR
AMENDED response used to report details for
affirmative responses to Item 11.H. of Part 1A and Item 2.F. of Part 1B of Form ADV.
Check Part 1A item(s) being responded to:
Check Part 1B item(s) being responded to:
11.H(1)(a)
2.F(1)
11.H(1)(b)
2.F(2)
11.H(1)(c)
2.F(3)
11.H(2)
2.F(4)
2.F(5)
Use a separate DRP for each event or proceeding. The same event or proceeding may be reported for more than one person or
entity using one DRP. File with a completed Execution Page.
One event may result in more than one affirmative answer to Item 11.H. of Part 1A or Item 2.F. of Part 1B. Use only one DRP to
report details related to the same event. Unrelated civil judicial actions must be reported on separate DRPs.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name,
First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate “non-registered” by checking
the appropriate box.
Your Name
Your CRD Number
ADV DRP - ADVISORY AFFILIATE
CRD Number
This advisory affiliate is
Registered:
a firm
Yes
an individual
No
Name (For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the
adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years
ago or (2) the adviser is registered or applying for registration with the SEC and the event was resolved in the adviser’s
or advisory affiliate’s favor.
If you are registered or registering with a state securities authority, you may remove a DRP for an event you reported only
in response to Item 11.H(1)(a), and only if that event occurred more than ten years ago. If you are registered or registering
with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with
Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is “Yes,” no other information on this DRP must
be provided.
Yes
No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD
records.
(continued)
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
(continuation)
PART II
1.
Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO, commodities
exchange, agency, firm, private plaintiff, etc.)
_________________________________________________________________________________________________
2.
Principal Relief Sought (check appropriate item):
Cease and Desist
Disgorgement
Money Damages (Private/Civil Complaint)
Restraining Order
Civil Penalty(ies)/Fine(s)
Injunction
Restitution
Other _________
Other Relief Sought:
_________________________________________________________________________________________________
_________________________________________________________________________________________________
3.
Filing Date of Court Action (MM/DD/YYYY):
Exact
Explanation
If not exact, provide explanation: _____________________________________________________________________
4.
Principal Product Type (check appropriate item):
Annuity(ies) - Fixed
Derivative(s)
Investment Contract(s)
Annuity(ies) - Variable
Direct Investment(s) - DPP & LP Interest(s)
Money Market Fund(s)
CD(s)
Equity - OTC
Mutual Fund(s)
Commodity Option(s)
Equity Listed (Common & Preferred Stock)
No Product
Debt - Asset Backed
Futures - Commodity
Options
Debt - Corporate
Futures - Financial
Penny Stock(s)
Debt - Government
Index Option(s)
Unit Investment Trust(s)
Debt - Municipal
Insurance
Other ______________
Other Product Types:
_________________________________________________________________________________________________
5.
Formal Action was brought in (include name of Federal, State or Foreign Court, Location of Court - City or County and State
or Country, Docket/Case Number):
_________________________________________________________________________________________________
6.
Advisory Affiliate Employing Firm when activity occurred which led to the civil judicial action (if applicable):
(continued)
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
(continuation)
7.
Describe the allegations related to this civil action (your response must fit within the space provided):
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
8.
Current status?
9.
If on appeal, action appealed to (provide name of court) and Date Appeal Filed (MM/DD/YYYY):
Pending
On Appeal
Final
_________________________________________________________________________________________________
Exact
10. If pending, date notice/process was served (MM/DD/YYYY):
Explanation
If not exact, provide explanation: _____________________________________________________________________
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.
11. How was matter resolved (check appropriate item):
Consent
Dismissed
Judgment Rendered
Opinion
Settled
Withdrawn
12. Resolution Date (MM/DD/YYYY):
Other ______________
Exact
Explanation
If not exact, provide explanation: ____________________________________________________________________
13. Resolution Detail:
A. Were any of the following Sanctions Ordered or Relief Granted (check appropriate items)?
Monetary/Fine
Amount: $
Revocation/Expulsion/Denial
Disgorgement/Restitution
Censure
Bar
Cease and Desist/Injunction
Suspension
B. Other Sanctions:
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
(continued)
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
(continuation)
C. Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General
Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the
sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied.
If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount,
portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived:
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
14. Provide a brief summary of circumstances related to the action(s), allegation(s), disposition(s) and/or finding(s) disclosed
above (your response must fit within the space provided).
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
BOND DISCLOSURE REPORTING PAGE (ADV)
GENERAL INSTRUCTIONS
INITIAL OR
This Disclosure Reporting Page (DRP ADV) is an
affirmative responses to Item 2.C. of Part 1B of Form ADV.
AMENDED response used to report details for
Use a separate DRP for each event or proceeding. The same event or proceeding may be reported for more than one person or
entity using one DRP. File with a completed Execution Page.
Your Name
Your CRD Number
1.
Firm Name: (Policy Holder)
2.
Bonding Company Name:
3.
Disposition Type: (check appropriate item)
Denied
4.
Payout
Revoked
Disposition Date (MM/DD/YYYY):
Exact
Explanation
If not exact, provide explanation: _____________________________________________________________________
________________________________________________________________________________________________
5.
If disposition resulted in Payout, list Payout Amount and Date Paid:
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
6.
Summarize the details of circumstances leading to the necessity of bonding company action: (your response must fit within
the space provided):
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
JUDGMENT / LIEN DISCLOSURE REPORTING PAGE (ADV)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an
INITIAL OR
affirmative responses to Item 2.D. of Part 1B of Form ADV.
AMENDED response used to report details for
Use a separate DRP for each event or proceeding. The same event or proceeding may be reported for more than one person or
entity using one DRP. File with a completed Execution Page.
Your Name
Your CRD Number
1.
Judgment/Lien Amount:
2.
Judgment/Lien Holder:
3.
Judgment/Lien Type: (check appropriate item)
Civil
4.
Default
Tax
Date Filed (MM/DD/YYYY):
Exact
Explanation
If not exact, provide explanation: ____________________________________________________________________
________________________________________________________________________________________________
5.
Is Judgment/Lien outstanding?
Yes
No
If no, provide status date (MM/DD/YYYY):
Exact
Explanation
If not exact, provide explanation: ____________________________________________________________________
________________________________________________________________________________________________
If no, how was matter resolved? (check appropriate item)
Discharged
6.
Released
Removed
Satisfied
Court (Name of Federal, State or Foreign Court), Location of Court (City or County and State or Country) and Docket/Case
Number:
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
7.
Provide a brief summary of events leading to the action and any payment schedule details including current status (if applicable)
(your response must fit within the space provided):
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
ARBITRATION DISCLOSURE REPORTING PAGE (ADV)
GENERAL INSTRUCTIONS
INITIAL OR
This Disclosure Reporting Page (DRP ADV) is an
affirmative responses to Item 2.E. of Part 1B of Form ADV.
Check Part 1B item(s) being responded to:
2.E(1)
2.E(2)
AMENDED response used to report details for
2.E(3)
2.E(4)
2.E(5)
Use a separate DRP for each event or proceeding. The same event or proceeding may be reported for more than one person or
entity using one DRP. File with a completed Execution Page.
One event may result in more than one affirmative answer to Item 2.E. Use only one DRP to report details related to the same
event. Unrelated arbitration actions must be reported on separate DRPs.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name,
First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate “non-registered” by checking the appropriate
checkbox.
Your Name
Your CRD Number
ADV DRP - ADVISORY AFFILIATE
CRD Number
This advisory affiliate is
Registered:
a firm
Yes
an individual
No
Name (For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the
adviser.
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD
records.
PART II
1.
Arbitration/Reparation Claim initiated by: (Name of private plaintiff, firm, etc.)
_________________________________________________________________________________________________
2.
Principal Relief Sought (check appropriate item):
Restraining Order
Civil Penalty(ies)/Fine(s)
Disgorgement
Injunction
Money Damages (Private/Civil Claim)
Restitution
Other _________
(continued)
ARBITRATION DISCLOSURE REPORTING PAGE (ADV)
(continuation)
Other Relief Sought:
___________________________________________________________________________________________________
___________________________________________________________________________________________________
3.
Initiation Date of Arbitration/Reparation Claim (MM/DD/YYYY):
Exact
Explanation
If not exact, provide explanation: _____________________________________________________________________
4.
Principal Product Type (check appropriate item):
Annuity(ies) - Fixed
Derivative(s)
Investment Contract(s)
Annuity(ies) - Variable
Direct Investment(s) - DPP & LP Interest(s)
Money Market Fund(s)
CD(s)
Equity - OTC
Mutual Fund(s)
Commodity Option(s)
Equity Listed (Common & Preferred Stock)
No Product
Debt - Asset Backed
Futures - Commodity
Options
Debt - Corporate
Futures - Financial
Penny Stock(s)
Debt - Government
Index Option(s)
Unit Investment Trust(s)
Debt - Municipal
Insurance
Other ______________
Other Product Types:
___________________________________________________________________________________________________
5.
Arbitration/Reparation Claim was filed with (NASD, AAA, NYSE, CBOE, CFTC, etc.) and Docket/Case Number:
____________________________________________________________________________________________________
6.
Advisory Affiliate Employing Firm when activity occurred which led to the arbitration/reparation (if applicable):
7.
Describe the allegations related to this arbitration/reparation (your response must fit within the space provided):
____________________________________________________________________________________________________
____________________________________________________________________________________________________
_____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
8.
Current status?
Pending
On Appeal
Final
9.
If on appeal, action appealed to (provide name of court) and Date Appeal Filed (MM/DD/YYYY):
_____________________________________________________________________________________________________
(continued)
ARBITRATION DISCLOSURE REPORTING PAGE (ADV)
(continuation)
10. If pending, date notice/process was served (MM/DD/YYYY):
Exact
Explanation
If not exact, provide explanation: _____________________________________________________________________
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.
11. How was matter resolved (check appropriate item):
Consent
Judgment Rendered
Settled
Dismissed
Opinion
Withdrawn
12. Resolution Date (MM/DD/YYYY):
Other ______________
Exact
Explanation
If not exact, provide explanation: ____________________________________________________________________
13. Resolution Detail:
A. Were any of the following Sanctions Ordered or Relief Granted (check appropriate items)?
Monetary Award
Amount: $
Settlement
Disgorgement/Restitution
Injunction
B. Other Sanctions:
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
C. Sanction detail: If disposition resulted in a penalty, restitution, disgorgement or monetary compensation, provide total
amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived:
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
14. Provide a brief summary of circumstances related to the action(s), allegation(s), disposition(s) and/or finding(s) disclosed
above (your response must fit within the space provided).
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
FORM ADV (Paper Version)
OMB APPROVAL
OMB Number:
3235-0049
Expires:
October 31,2013
Estimated average burden
hours per response. . . . . . 10.60
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
PART 2: Uniform Requirements for the Investment Adviser Brochure and Brochure Supplements
General Instructions for Part 2 of Form ADV
Under SEC and similar state rules you are required to deliver to clients and prospective clients a brochure disclosing
information about your firm. You also may be required to deliver a brochure supplement disclosing information
about one or more of your supervised persons. Part 2 of Form ADV sets out the minimum required disclosure that
your brochure (Part 2A for a firm brochure, or Appendix 1 for a wrap fee program brochure) and brochure
supplements (Part 2B) must contain.
Read all the instructions, including General Instructions for Form ADV, General Instructions for Part 2 of Form
ADV, Instructions for Part 2A of Form ADV, Instructions for Part 2B of Form ADV, and (if you are preparing or
updating a wrap fee program brochure) Instructions for Part 2A Appendix 1 of Form ADV, before preparing or
updating your brochure or brochure supplements.
1.
Narrative Format. Part 2 of Form ADV consists of a series of items that contain disclosure requirements for
your firm’s brochure and any required supplements. The items require narrative responses. You must respond
to each item in Part 2. You must include the heading for each item provided by Part 2 immediately preceding
your response to that item and provide responses in the same order as the items appear in Part 2. If an item does
not apply to your business, you must indicate that item is not applicable. If you have provided information in
response to one item that is also responsive to another item, you may cross-reference that information in
response to the other item.
2.
Plain English. The items in Part 2 of Form ADV are designed to promote effective communication between
you and your clients. Write your brochure and supplements in plain English, taking into consideration your
clients’ level of financial sophistication. Your brochure should be concise and direct. In drafting your
brochure and brochure supplements, you should: (i) use short sentences; (ii) use definite, concrete, everyday
words; (iii) use active voice; (iv) use tables or bullet lists for complex material, whenever possible; (v) avoid
legal jargon or highly technical business terms unless you explain them or you believe that your clients will
understand them; and (vi) avoid multiple negatives. Consider providing examples to illustrate a description of
your practices or policies. The brochure should discuss only conflicts the adviser has or is reasonably likely to
have, and practices in which it engages or is reasonably likely to engage. If a conflict arises or the adviser
decides to engage in a practice that it has not disclosed, supplemental disclosure must be provided to clients to
obtain their consent. If you have a conflict or engage in a practice with respect to some (but not all) types or
classes of clients, advice, or transactions, indicate as such rather than disclosing that you “may” have the
conflict or engage in the practice.
Note: The SEC’s Office of Investor Education and Advocacy has published A Plain English Handbook. You
may find the handbook helpful in writing your brochure and supplements. For a copy of this handbook, visit
the SEC’s web site at or call 1-800-732-0330.
3.
Disclosure Obligations as a Fiduciary. Under federal and state law, you are a fiduciary and must make full
disclosure to your clients of all material facts relating to the advisory relationship. As a fiduciary, you also must
seek to avoid conflicts of interest with your clients, and, at a minimum, make full disclosure of all material
conflicts of interest between you and your clients that could affect the advisory relationship. This obligation
Form ADV: Instructions for Part 2
Page 2
requires that you provide the client with sufficiently specific facts so that the client is able to understand the
conflicts of interest you have and the business practices in which you engage, and can give informed consent to
such conflicts or practices or reject them. To satisfy this obligation, you therefore may have to disclose to
clients information not specifically required by Part 2 of Form ADV or in more detail than the brochure items
might otherwise require. You may disclose this additional information to clients in your brochure or by some
other means.
4.
Full and Truthful Disclosure. All information in your brochure and brochure supplements must be true and
may not omit any material facts.
5.
Filing. You must file your brochure(s) (and amendments) through the IARD system using the text-searchable
Adobe Portable Document Format (“PDF”). See SEC rules 203-1 and 204-1 and similar state rules. If you are
registered or are registering with the SEC, you are not required to file your brochure supplements through the
IARD or otherwise. You must, however, preserve a copy of the supplements and make them available to SEC
staff upon request. See SEC rule 204-2(a)(14). If you are registered or are registering with one or more state
securities authorities, you must file a copy of the brochure supplement for each supervised person doing
business in that state.
Instructions for Part 2A of Form ADV: Preparing Your Firm Brochure
1.
To whom must we deliver a firm brochure? You must give a firm brochure to each client. You must deliver
the brochure even if your advisory agreement with the client is oral. See SEC rule 204-3(b) and similar state
rules.
If you are registered with the SEC, you are not required to deliver your brochure to either (i) clients who
receive only impersonal investment advice from you and who will pay you less than $500 per year or (ii) clients
that are SEC-registered investment companies or business development companies (the client must be
registered under the Investment Company Act of 1940 or be a business development company as defined in that
Act, and the advisory contract must meet the requirements of section 15(c) of that Act). See SEC rule 204-3(c).
Note: Even if you are not required to give a brochure to a client, as a fiduciary you may still be required to
provide your clients with similar information, particularly material information about your conflicts of interest
and about your disciplinary information. If you are not required to give a client a brochure, you may make any
required disclosures to that client by delivery of your brochure or through some other means.
2.
When must we deliver a brochure to clients?
You must give a firm brochure to each client before or at the time you enter into an advisory agreement with
that client. See SEC rule 204-3(b) and similar state rules.
Each year you must (i) deliver, within 120 days of the end of your fiscal year, to each client a free updated
brochure that either includes a summary of material changes or is accompanied by a summary of material
changes, or (ii) deliver to each client a summary of material changes that includes an offer to provide a copy
of the updated brochure and information on how a client may obtain the brochure. See SEC rule 204-3(b)
and similar state rules.
You do not have to deliver an interim amendment to clients unless the amendment includes information in
response to Item 9 of Part 2A (disciplinary information). An interim amendment can be in the form of a
document describing the material facts relating to the amended disciplinary event. See SEC rule 204-3(b)
and similar state rules.
Note: As a fiduciary, you have an ongoing obligation to inform your clients of any material information that
could affect the advisory relationship. As a result, between annual updating amendments you must disclose
material changes to such information to clients even if those changes do not trigger delivery of an interim
amendment. See General Instructions for Part 2 of Form ADV, Instruction 3.
3.
May we deliver our brochure electronically? Yes. The SEC has published interpretive guidance on delivering
documents electronically, which you can find at .
4.
When must we update our brochure? You must update your brochure: (i) each year at the time you file your
annual updating amendment; and (ii) promptly whenever any information in the brochure becomes materially
inaccurate. You are not required to update your brochure between annual amendments solely because the
amount of client assets you manage has changed or because your fee schedule has changed. However, if you
are updating your brochure for a separate reason in between annual amendments, and the amount of client
assets you manage listed in response to Item 4.E or your fee schedule listed in response to Item 5.A has become
materially inaccurate, you should update that item(s) as part of the interim amendment. All updates to your
brochure must be filed through the IARD system and maintained in your files. See SEC rules 204-1 and 2042(a)(14) and similar state rules.
5.
We are filing our annual updating amendment. The last brochure(s) that we filed does not contain any
materially inaccurate information. Do we have to prepare a summary of material changes? No, as long as you
Form ADV: Instructions for Part 2A
Page 2
have not filed any interim amendments making material changes to the brochure that you filed with last year’s
annual updating amendment. If you do not have to prepare a summary of material changes, you do not have to
deliver a summary of material changes or a brochure to your existing clients that year. See SEC rule 204-3(b).
If you are a state-registered adviser, you should contact the appropriate state securities authorities to determine
whether you must make an annual offer of the brochure.
6.
Do we need to include the summary of material changes that we prepare in response to Item 2 with our annual
updating amendment filing on IARD? Yes, you need to include the summary in your annual updating
amendment. Item 2 permits you to include the summary as part of the brochure (on the cover page or the page
immediately following the cover page) or to create a separate document containing the summary. If you include
the summary as part of your brochure, the summary will be part of the annual updating amendment filing that
you submit on IARD. If your summary of material changes is a separate document, you must attach the
summary as an exhibit to your brochure and upload your brochure and the summary together in a single, textsearchable file in Adobe Portable Document Format on IARD for your annual updating amendment.
Note: If you include the summary of material changes in your brochure, and you revise or update your
brochure between annual updating amendments, you should consider whether you should update the summary
as part of that other-than annual amendment to avoid confusing or misleading clients reading the updated
brochure.
7.
We have determined that we have no clients to whom we must deliver a brochure. Must we prepare one? No,
but see note to Instruction 1 above.
8.
May we include a summary of the brochure at the beginning of our brochure? Yes. Although it is not
required, you may choose to include a summary of the brochure at the beginning of your brochure. Such
summary, however, may not substitute for the summary of material changes required by Item 2 of Part 2A.
9.
We offer several advisory services. May we prepare multiple firm brochures? Yes. If you offer substantially
different types of advisory services, you may opt to prepare separate brochures so long as each client receives
all applicable information about services and fees. Each brochure may omit information that does not apply to
the advisory services and fees it describes. For example, your firm brochure sent to your clients who invest
only in the United States can omit information about your advisory services and fees relating to offshore
investments. See SEC rule 204-3(e) and similar state rules. If you prepare separate brochures you must file
each brochure (and any amendments) through the IARD system as required in SEC rules 203-1 and 204-1 and
similar state rules.
10. We sponsor a wrap fee program. Is there a different brochure that we need to deliver to our wrap fee clients?
Yes. If you sponsor a wrap fee program, you must deliver a wrap fee program brochure to your wrap fee
clients. The disclosure requirements for preparing a wrap fee program brochure appear in Part 2A, Appendix 1
of Form ADV. If your entire advisory business is sponsoring wrap fee programs, you do not need to prepare a
firm brochure separate from your wrap fee program brochure(s). See SEC rule 204-3(d) and similar state rules.
11. We provide portfolio management services to clients in wrap fee programs that we do not sponsor. Which
brochure must we deliver to these clients? You must deliver your brochure prepared in accordance with Part
2A (not Appendix 1) to your wrap fee clients. You also must deliver to these clients any brochure supplements
required by Part 2B of Form ADV.
12. May we include information not required by an item in our brochure? Yes. If you include information not
required by an item, however, you may not include so much additional information that the required
information is obscured.
13. Item 18 requires us to give our clients an audited balance sheet. May any public accountant perform the audit?
Your auditor must be independent. Article 2 of SEC Regulation S-X sets out the general rules for auditor
Form ADV: Instructions for Part 2A
Page 3
independence. Please note that these requirements may be different from the rules of professional
organizations.
14. We are a new firm. Do we need a brochure? Yes. Respond to items in Part 2A of Form ADV based on the
advisory services you propose to provide and the practices, policies and procedures you propose to adopt.
15. We are a “separately identifiable department or division” (SID) of a bank. Must our brochure discuss our
bank’s general business practices? No. Information you include in your firm brochure (or in brochure
supplements) should be information about you, the SID, and your business practices, rather than general
information about your bank.
Part 2A of Form ADV: Firm Brochure
Item 1
Cover Page
A. The cover page of your brochure must state your name, business address, contact information, website
address (if you have one), and the date of the brochure.
Note: If you primarily conduct advisory business under a name different from your full legal name, and
you have disclosed your business name in Item 1.B of Part 1A of Form ADV, then you may use your
business name throughout your brochure.
B. Display on the cover page of your brochure the following statement or other clear and concise language
conveying the same information, and identifying the document as a “brochure”:
This brochure provides information about the qualifications and business practices of [your name].
If you have any questions about the contents of this brochure, please contact us at [telephone number
and/or email address]. The information in this brochure has not been approved or verified by the
United States Securities and Exchange Commission or by any state securities authority.
Additional information about [your name] also is available on the SEC’s website at
www.adviserinfo.sec.gov.
C. If you refer to yourself as a “registered investment adviser” or describe yourself as being “registered,”
include a statement that registration does not imply a certain level of skill or training.
Item 2
Material Changes
If you are amending your brochure for your annual update and it contains material changes from your last annual
update, identify and discuss those changes on the cover page of the brochure or on the page immediately following
the cover page, or as a separate document accompanying the brochure. You must state clearly that you are
discussing only material changes since the last annual update of your brochure, and you must provide the date of the
last annual update of your brochure.
Note:
Item 3
You do not have to separately provide this information to a client or prospective client who has not
received a previous version of your brochure.
Table of Contents
Provide a table of contents to your brochure.
Note: Your table of contents must be detailed enough so that your clients can locate topics easily. Your brochure
must follow the same order, and contain the same headings, as the items listed in Part 2A.
Item 4
Advisory Business
A. Describe your advisory firm, including how long you have been in business. Identify your principal
owner(s).
Notes: (1) For purposes of this item, your principal owners include the persons you list as owning 25% or
more of your firm on Schedule A of Part 1A of Form ADV (Ownership Codes C, D or E). (2) If you are a
publicly held company without a 25% shareholder, simply disclose that you are publicly held. (3) If an
individual or company owns 25% or more of your firm through subsidiaries, you must identify the
individual or parent company and intermediate subsidiaries. If you are an SEC-registered adviser, you
Form ADV: Part 2A
Page 2
must identify intermediate subsidiaries that are publicly held, but not other intermediate subsidiaries. If you
are a state-registered adviser, you must identify all intermediate subsidiaries.
B. Describe the types of advisory services you offer. If you hold yourself out as specializing in a particular
type of advisory service, such as financial planning, quantitative analysis, or market timing, explain the
nature of that service in greater detail. If you provide investment advice only with respect to limited types
of investments, explain the type of investment advice you offer, and disclose that your advice is limited to
those types of investments.
C. Explain whether (and, if so, how) you tailor your advisory services to the individual needs of clients.
Explain whether clients may impose restrictions on investing in certain securities or types of securities.
D. If you participate in wrap fee programs by providing portfolio management services, (1) describe the
differences, if any, between how you manage wrap fee accounts and how you manage other accounts, and
(2) explain that you receive a portion of the wrap fee for your services.
E. If you manage client assets, disclose the amount of client assets you manage on a discretionary basis and
the amount of client assets you manage on a non-discretionary basis. Disclose the date “as of” which you
calculated the amounts.
Note: Your method for computing the amount of “client assets you manage” can be different from the method
for computing “assets under management” required for Item 5.F in Part 1A. However, if you choose to use a
different method to compute “client assets you manage,” you must keep documentation describing the method
you use. The amount you disclose may be rounded to the nearest $100,000. Your “as of” date must not be
more than 90 days before the date you last updated your brochure in response to this Item 4.E.
Item 5
Fees and Compensation
A. Describe how you are compensated for your advisory services. Provide your fee schedule. Disclose
whether the fees are negotiable.
Note: If you are an SEC-registered adviser, you do not need to include this information in a brochure that is
delivered only to qualified purchasers as defined in section 2(a)(51)(A) of the Investment Company Act of
1940.
B. Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If clients may select
either method, disclose this fact. Explain how often you bill clients or deduct your fees.
C. Describe any other types of fees or expenses clients may pay in connection with your advisory services,
such as custodian fees or mutual fund expenses. Disclose that clients will incur brokerage and other
transaction costs, and direct clients to the section(s) of your brochure that discuss brokerage.
D. If your clients either may or must pay your fees in advance, disclose this fact. Explain how a client may
obtain a refund of a pre-paid fee if the advisory contract is terminated before the end of the billing period.
Explain how you will determine the amount of the refund.
E. If you or any of your supervised persons accepts compensation for the sale of securities or other investment
products, including asset-based sales charges or service fees from the sale of mutual funds, disclose this
fact and respond to Items 5.E.1, 5.E.2, 5.E.3 and 5.E.4.
1.
Explain that this practice presents a conflict of interest and gives you or your supervised persons an
incentive to recommend investment products based on the compensation received, rather than on a
client’s needs. Describe generally how you address conflicts that arise, including your procedures for
Form ADV: Part 2A
Page 3
disclosing the conflicts to clients. If you primarily recommend mutual funds, disclose whether you
will recommend “no-load” funds.
2.
Explain that clients have the option to purchase investment products that you recommend through
other brokers or agents that are not affiliated with you.
3.
If more than 50% of your revenue from advisory clients results from commissions and other
compensation for the sale of investment products you recommend to your clients, including assetbased distribution fees from the sale of mutual funds, disclose that commissions provide your primary
or, if applicable, your exclusive compensation.
4.
If you charge advisory fees in addition to commissions or markups, disclose whether you reduce your
advisory fees to offset the commissions or markups.
Note: If you receive compensation in connection with the purchase or sale of securities, you should
carefully consider the applicability of the broker-dealer registration requirements of the Securities
Exchange Act of 1934 and any applicable state securities statutes.
Item 6
Performance-Based Fees and Side-By-Side Management
If you or any of your supervised persons accepts performance-based fees – that is, fees based on a share of capital
gains on or capital appreciation of the assets of a client (such as a client that is a hedge fund or other pooled
investment vehicle) – disclose this fact. If you or any of your supervised persons manage both accounts that are
charged a performance-based fee and accounts that are charged another type of fee, such as an hourly or flat fee or
an asset-based fee, disclose this fact. Explain the conflicts of interest that you or your supervised persons face by
managing these accounts at the same time, including that you or your supervised persons have an incentive to favor
accounts for which you or your supervised persons receive a performance-based fee, and describe generally how
you address these conflicts.
Item 7
Types of Clients
Describe the types of clients to whom you generally provide investment advice, such as individuals, trusts,
investment companies, or pension plans. If you have any requirements for opening or maintaining an account, such
as a minimum account size, disclose the requirements.
Item 8
Methods of Analysis, Investment Strategies and Risk of Loss
A. Describe the methods of analysis and investment strategies you use in formulating investment advice or
managing assets. Explain that investing in securities involves risk of loss that clients should be prepared to
bear.
B. For each significant investment strategy or method of analysis you use, explain the material risks involved.
If the method of analysis or strategy involves significant or unusual risks, discuss these risks in detail. If
your primary strategy involves frequent trading of securities, explain how frequent trading can affect
investment performance, particularly through increased brokerage and other transaction costs and taxes.
C. If you recommend primarily a particular type of security, explain the material risks involved. If the type of
security involves significant or unusual risks, discuss these risks in detail.
Form ADV: Part 2A
Item 9
Page 4
Disciplinary Information
If there are legal or disciplinary events that are material to a client’s or prospective client’s evaluation of your
advisory business or the integrity of your management, disclose all material facts regarding those events.
Items 9.A, 9.B, and 9.C list specific legal and disciplinary events presumed to be material for this Item. If your
advisory firm or a management person has been involved in one of these events, you must disclose it under this
Item for ten years following the date of the event, unless (1) the event was resolved in your or the management
person’s favor, or was reversed, suspended or vacated, or (2) you have rebutted the presumption of materiality
to determine that the event is not material (see Note below). For purposes of calculating this ten-year period,
the “date” of an event is the date that the final order, judgment, or decree was entered, or the date that any rights
of appeal from preliminary orders, judgments or decrees lapsed.
Items 9.A, 9.B, and 9.C do not contain an exclusive list of material disciplinary events. If your advisory firm or
a management person has been involved in a legal or disciplinary event that is not listed in Items 9.A, 9.B, or
9.C, but nonetheless is material to a client's or prospective client's evaluation of your advisory business or the
integrity of its management, you must disclose the event. Similarly, even if more than ten years have passed
since the date of the event, you must disclose the event if it is so serious that it remains material to a client’s or
prospective client’s evaluation.
A. A criminal or civil action in a domestic, foreign or military court of competent jurisdiction in which your
firm or a management person
1.
was convicted of, or pled guilty or nolo contendere (“no contest”) to (a) any felony; (b) a misdemeanor
that involved investments or an investment-related business, fraud, false statements or omissions,
wrongful taking of property, bribery, perjury, forgery, counterfeiting, or extortion; or (c) a conspiracy
to commit any of these offenses;
2.
is the named subject of a pending criminal proceeding that involves an investment-related business,
fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery,
counterfeiting, extortion, or a conspiracy to commit any of these offenses;
3.
was found to have been involved in a violation of an investment-related statute or regulation; or
4.
was the subject of any order, judgment, or decree permanently or temporarily enjoining, or otherwise
limiting, your firm or a management person from engaging in any investment-related activity, or from
violating any investment-related statute, rule, or order.
B. An administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory
agency, or any foreign financial regulatory authority in which your firm or a management person
1.
was found to have caused an investment-related business to lose its authorization to do business; or
2.
was found to have been involved in a violation of an investment-related statute or regulation and was
the subject of an order by the agency or authority
(a) denying, suspending, or revoking the authorization of your firm or a management person to act in
an investment-related business;
(b) barring or suspending your firm’s or a management person's association with an investmentrelated business;
(c) otherwise significantly limiting your firm’s or a management person's investment-related
activities; or
Form ADV: Part 2A
Page 5
(d) imposing a civil money penalty of more than $2,500 on your firm or a management person.
C. A self-regulatory organization (SRO) proceeding in which your firm or a management person
1.
was found to have caused an investment-related business to lose its authorization to do business; or
2.
was found to have been involved in a violation of the SRO’s rules and was: (i) barred or suspended
from membership or from association with other members, or was expelled from membership;
(ii) otherwise significantly limited from investment-related activities; or (iii) fined more than $2,500.
Note: You may, under certain circumstances, rebut the presumption that a disciplinary event is material. If an
event is immaterial, you are not required to disclose it. When you review a legal or disciplinary event involving
your firm or a management person to determine whether it is appropriate to rebut the presumption of
materiality, you should consider all of the following factors: (1) the proximity of the person involved in the
disciplinary event to the advisory function; (2) the nature of the infraction that led to the disciplinary event; (3)
the severity of the disciplinary sanction; and (4) the time elapsed since the date of the disciplinary event. If you
conclude that the materiality presumption has been overcome, you must prepare and maintain a file
memorandum of your determination in your records. See SEC rule 204-2(a)(14)(iii).
Item 10
Other Financial Industry Activities and Affiliations
A. If you or any of your management persons are registered, or have an application pending to register, as a
broker-dealer or a registered representative of a broker-dealer, disclose this fact.
B. If you or any of your management persons are registered, or have an application pending to register, as a
futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated
person of the foregoing entities, disclose this fact.
C. Describe any relationship or arrangement that is material to your advisory business or to your clients that
you or any of your management persons have with any related person listed below. Identify the related
person and if the relationship or arrangement creates a material conflict of interest with clients, describe the
nature of the conflict and how you address it.
1.
2.
broker-dealer, municipal securities dealer, or government securities dealer or broker
investment company or other pooled investment vehicle (including a mutual fund, closed-end
investment company, unit investment trust, private investment company or “hedge fund,” and offshore
fund)
3. other investment adviser or financial planner
4. futures commission merchant, commodity pool operator, or commodity trading advisor
5. banking or thrift institution
6. accountant or accounting firm
7. lawyer or law firm
8. insurance company or agency
9. pension consultant
10. real estate broker or dealer
11. sponsor or syndicator of limited partnerships.
D. If you recommend or select other investment advisers for your clients and you receive compensation
directly or indirectly from those advisers that creates a material conflict of interest, or if you have other
business relationships with those advisers that create a material conflict of interest, describe these practices
and discuss the material conflicts of interest these practices create and how you address them.
Form ADV: Part 2A
Item 11
Page 6
Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
A. If you are an SEC-registered adviser, briefly describe your code of ethics adopted pursuant to SEC rule
204A-1 or similar state rules. Explain that you will provide a copy of your code of ethics to any client or
prospective client upon request.
B. If you or a related person recommends to clients, or buys or sells for client accounts, securities in which
you or a related person has a material financial interest, describe your practice and discuss the conflicts of
interest it presents. Describe generally how you address conflicts that arise.
Examples: (1) You or a related person, as principal, buys securities from (or sells securities to) your
clients; (2) you or a related person acts as general partner in a partnership in which you solicit client
investments; or (3) you or a related person acts as an investment adviser to an investment company that
you recommend to clients.
C. If you or a related person invests in the same securities (or related securities, e.g., warrants, options or
futures) that you or a related person recommends to clients, describe your practice and discuss the conflicts
of interest this presents and generally how you address the conflicts that arise in connection with personal
trading.
D. If you or a related person recommends securities to clients, or buys or sells securities for client accounts, at
or about the same time that you or a related person buys or sells the same securities for your own (or the
related person's own) account, describe your practice and discuss the conflicts of interest it presents.
Describe generally how you address conflicts that arise.
Note: The description required by Item 11.A may include information responsive to Item 11.B, C or D. If so, it is
not necessary to make repeated disclosures of the same information. You do not have to provide disclosure in
response to Item 11.B, 11.C, or 11.D with respect to securities that are not “reportable securities” under SEC rule
204A-1(e)(10) and similar state rules.
Item 12
Brokerage Practices
A. Describe the factors that you consider in selecting or recommending broker-dealers for client transactions
and determining the reasonableness of their compensation (e.g., commissions).
1.
Research and Other Soft Dollar Benefits. If you receive research or other products or services other
than execution from a broker-dealer or a third party in connection with client securities transactions
(“soft dollar benefits”), disclose your practices and discuss the conflicts of interest they create.
Note: Your disclosure and discussion must include all soft dollar benefits you receive, including, in
the case of research, both proprietary research (created or developed by the broker-dealer) and research
created or developed by a third party.
a.
Explain that when you use client brokerage commissions (or markups or markdowns) to obtain
research or other products or services, you receive a benefit because you do not have to produce or
pay for the research, products or services.
b.
Disclose that you may have an incentive to select or recommend a broker-dealer based on your
interest in receiving the research or other products or services, rather than on your clients’ interest
in receiving most favorable execution.
Form ADV: Part 2A
Page 7
c.
If you may cause clients to pay commissions (or markups or markdowns) higher than those
charged by other broker-dealers in return for soft dollar benefits (known as paying-up), disclose
this fact.
d.
Disclose whether you use soft dollar benefits to service all of your clients’ accounts or only those
that paid for the benefits. Disclose whether you seek to allocate soft dollar benefits to client
accounts proportionately to the soft dollar credits the accounts generate.
e.
Describe the types of products and services you or any of your related persons acquired with
client brokerage commissions (or markups or markdowns) within your last fiscal year.
Note: This description must be specific enough for your clients to understand the types of
products or services that you are acquiring and to permit them to evaluate possible conflicts of
interest. Your description must be more detailed for products or services that do not qualify for
the safe harbor in section 28(e) of the Securities Exchange Act of 1934, such as those services that
do not aid in investment decision-making or trade execution. Merely disclosing that you obtain
various research reports and products is not specific enough.
f.
2.
3.
Explain the procedures you used during your last fiscal year to direct client transactions to a
particular broker-dealer in return for soft dollar benefits you received.
Brokerage for Client Referrals. If you consider, in selecting or recommending broker-dealers, whether
you or a related person receives client referrals from a broker-dealer or third party, disclose this
practice and discuss the conflicts of interest it creates.
a.
Disclose that you may have an incentive to select or recommend a broker-dealer based on your
interest in receiving client referrals, rather than on your clients’ interest in receiving most
favorable execution.
b.
Explain the procedures you used during your last fiscal year to direct client transactions to a
particular broker-dealer in return for client referrals.
Directed Brokerage.
a.
If you routinely recommend, request or require that a client direct you to execute transactions
through a specified broker-dealer, describe your practice or policy. Explain that not all advisers
require their clients to direct brokerage. If you and the broker-dealer are affiliates or have another
economic relationship that creates a material conflict of interest, describe the relationship and
discuss the conflicts of interest it presents. Explain that by directing brokerage you may be unable
to achieve most favorable execution of client transactions, and that this practice may cost clients
more money.
b.
If you permit a client to direct brokerage, describe your practice. If applicable, explain that you
may be unable to achieve most favorable execution of client transactions. Explain that directing
brokerage may cost clients more money. For example, in a directed brokerage account, the client
may pay higher brokerage commissions because you may not be able to aggregate orders to reduce
transaction costs, or the client may receive less favorable prices.
Note: If your clients only have directed brokerage arrangements subject to most favorable
execution of client transactions, you do not need to respond to the last sentence of Item 12.A.3.a.
or to the second or third sentences of Item 12.A.3.b.
Form ADV: Part 2A
Page 8
B. Discuss whether and under what conditions you aggregate the purchase or sale of securities for various
client accounts. If you do not aggregate orders when you have the opportunity to do so, explain your
practice and describe the costs to clients of not aggregating.
Item 13
Review of Accounts
A. Indicate whether you periodically review client accounts or financial plans. If you do, describe the
frequency and nature of the review, and the titles of the supervised persons who conduct the review.
B. If you review client accounts on other than a periodic basis, describe the factors that trigger a review.
C. Describe the content and indicate the frequency of regular reports you provide to clients regarding their
accounts. State whether these reports are written.
Item 14
Client Referrals and Other Compensation
A. If someone who is not a client provides an economic benefit to you for providing investment advice or
other advisory services to your clients, generally describe the arrangement, explain the conflicts of interest,
and describe how you address the conflicts of interest. For purposes of this Item, economic benefits
include any sales awards or other prizes.
B. If you or a related person directly or indirectly compensates any person who is not your supervised person
for client referrals, describe the arrangement and the compensation.
Note: If you compensate any person for client referrals, you should consider whether SEC rule 206(4)-3 or
similar state rules regarding solicitation arrangements and/or state rules requiring registration of investment
adviser representatives apply.
Item 15
Custody
If you have custody of client funds or securities and a qualified custodian sends quarterly, or more frequent, account
statements directly to your clients, explain that clients will receive account statements from the broker-dealer, bank
or other qualified custodian and that clients should carefully review those statements. If your clients also receive
account statements from you, your explanation must include a statement urging clients to compare the account
statements they receive from the qualified custodian with those they receive from you.
Item 16
Investment Discretion
If you accept discretionary authority to manage securities accounts on behalf of clients, disclose this fact and
describe any limitations clients may (or customarily do) place on this authority. Describe the procedures you follow
before you assume this authority (e.g., execution of a power of attorney).
Item 17
Voting Client Securities
A. If you have, or will accept, authority to vote client securities, briefly describe your voting policies and
procedures, including those adopted pursuant to SEC rule 206(4)-6. Describe whether (and, if so, how)
your clients can direct your vote in a particular solicitation. Describe how you address conflicts of interest
between you and your clients with respect to voting their securities. Describe how clients may obtain
information from you about how you voted their securities. Explain to clients that they may obtain a copy
of your proxy voting policies and procedures upon request.
Form ADV: Part 2A
Page 9
B. If you do not have authority to vote client securities, disclose this fact. Explain whether clients will receive
their proxies or other solicitations directly from their custodian or a transfer agent or from you, and discuss
whether (and, if so, how) clients can contact you with questions about a particular solicitation.
Item 18
Financial Information
A. If you require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance,
include a balance sheet for your most recent fiscal year.
1.
The balance sheet must be prepared in accordance with generally accepted accounting principles,
audited by an independent public accountant, and accompanied by a note stating the principles used to
prepare it, the basis of securities included, and any other explanations required for clarity.
2.
Show parenthetically the market or fair value of securities included at cost.
3.
Qualifications of the independent public accountant and any accompanying independent public
accountant’s report must conform to Article 2 of SEC Regulation S-X.
Note: If you are a sole proprietor, show investment advisory business assets and liabilities separate from
other business and personal assets and liabilities. You may aggregate other business and personal assets
unless advisory business liabilities exceed advisory business assets.
Note: If you have not completed your first fiscal year, include a balance sheet dated not more than 90 days
prior to the date of your brochure.
Exception: You are not required to respond to Item 18.A of Part 2A if you also are: (i) a qualified
custodian as defined in SEC rule 206(4)-2 or similar state rules; or (ii) an insurance company.
B. If you have discretionary authority or custody of client funds or securities, or you require or solicit
prepayment of more than $1,200 in fees per client, six months or more in advance, disclose any financial
condition that is reasonably likely to impair your ability to meet contractual commitments to clients.
Note: With respect to Items 18.A and 18.B, if you are registered or are registering with one or more of the
state securities authorities, the dollar amount reporting threshold for including the required balance sheet
and for making the required financial condition disclosures is more than $500 in fees per client, six months
or more in advance.
C. If you have been the subject of a bankruptcy petition at any time during the past ten years, disclose this
fact, the date the petition was first brought, and the current status.
If you are registering or are registered with one or more state securities authorities, you must respond to the
following additional Item.
Item 19
Requirements for State-Registered Advisers
A. Identify each of your principal executive officers and management persons, and describe their formal
education and business background. If you have supplied this information elsewhere in your Form ADV,
you do not need to repeat it in response to this Item.
B. Describe any business in which you are actively engaged (other than giving investment advice) and the
approximate amount of time spent on that business. If you have supplied this information elsewhere in
your Form ADV, you do not need to repeat it in response to this Item.
Form ADV: Part 2A
Page 10
C. In addition to the description of your fees in response to Item 5 of Part 2A, if you or a supervised person
are compensated for advisory services with performance-based fees, explain how these fees will be
calculated. Disclose specifically that performance-based compensation may create an incentive for the
adviser to recommend an investment that may carry a higher degree of risk to the client.
D. If you or a management person has been involved in one of the events listed below, disclose all material
facts regarding the event.
1.
An award or otherwise being found liable in an arbitration claim alleging damages in excess of $2,500,
involving any of the following:
(a)
(b)
(c)
(d)
(e)
2.
an investment or an investment-related business or activity;
fraud, false statement(s), or omissions;
theft, embezzlement, or other wrongful taking of property;
bribery, forgery, counterfeiting, or extortion; or
dishonest, unfair, or unethical practices.
An award or otherwise being found liable in a civil, self-regulatory organization, or administrative
proceeding involving any of the following:
(a)
(b)
(c)
(d)
(e)
an investment or an investment-related business or activity;
fraud, false statement(s), or omissions;
theft, embezzlement, or other wrongful taking of property;
bribery, forgery, counterfeiting, or extortion; or
dishonest, unfair, or unethical practices.
E. In addition to any relationship or arrangement described in response to Item 10.C. of Part 2A, describe any
relationship or arrangement that you or any of your management persons have with any issuer of securities
that is not listed in Item 10.C. of Part 2A.
Instructions for Part 2A Appendix 1 of Form ADV:
Preparing Your Wrap Fee Program Brochure
Read all the instructions, including General Instructions for Form ADV, General Instructions for Part 2 of Form
ADV, Instructions for Part 2A of Form ADV, and the instructions below, before preparing or updating your wrap
fee program brochure.
1.
Who must deliver a wrap fee program brochure? If you sponsor a wrap fee program, you must give a wrap fee
program brochure to each client of the wrap fee program.
However, if a wrap fee program that you sponsor has multiple sponsors and another sponsor creates and
delivers to your wrap fee program clients a wrap fee program brochure that includes all the information
required in your wrap brochure, you do not have to create or deliver a separate wrap fee program brochure.
A wrap fee program brochure takes the place of your advisory firm brochure required by Part 2A of Form
ADV, but only for clients of wrap fee programs that you sponsor. See SEC rule 204-3(d) and similar state
rules.
2.
When must a wrap fee program brochure be delivered?
You must give a wrap fee program brochure to each client of the wrap fee program before or at the time
the client enters into a wrap fee program contract. See SEC rule 204-3(b) and similar state rules.
Each year you must (i) deliver, within 120 days of the end of your fiscal year, to each client a free updated
wrap fee program brochure that either includes a summary of material changes or is accompanied by a
summary of material changes, or (ii) deliver to each client a summary of material changes that includes an
offer to provide a copy of the updated wrap fee program brochure and information on how a client may
obtain the wrap fee program brochure. See SEC rule 204-3(b) and similar state rules.
You do not have to deliver an interim amendment to clients unless the amendment includes information in
response to Item 9 of Part 2A (disciplinary information). An interim amendment can be in the form of a
document describing the material facts relating to the amended disciplinary event. See SEC rule 204-3(b)
and similar state rules.
Note: As a fiduciary, you have an ongoing obligation to inform your clients of any material information that
could affect the advisory relationship. As a result, between annual updating amendments you must disclose
material changes to such information to clients even if those changes do not trigger delivery of an interim
amendment. See General Instructions for Part 2 of Form ADV, Instruction 3.
3.
When must we update our wrap fee program brochure? You must update your wrap fee program brochure: (i)
each year at the time you file your annual updating amendment, and (ii) promptly whenever any information in
the wrap fee program brochure becomes materially inaccurate. You are not required to update your wrap fee
program brochure between annual amendments solely because your fee schedule has changed. However, if
you are updating your wrap fee program brochure for a separate reason in between annual amendments, and
your fee schedule listed in response to Item 4.A has become materially inaccurate, you should update that item
as part of the interim amendment. All updates to your wrap fee program brochure must be filed through the
IARD system and maintained in your files. See SEC rules 204-1 and 204-2(a)(14) and similar state rules.
4.
May we deliver our wrap fee program brochure electronically? Yes. The SEC has published interpretive
guidance on delivering documents electronically, which you can find at .
5.
What if we sponsor more than one wrap fee program? You may prepare a single wrap fee program brochure
describing all the wrap fee programs you sponsor, or you may prepare separate wrap fee program brochures
that describe one or more of your wrap fee programs. If you prepare separate brochures, each brochure must
state that you sponsor other wrap fee programs and must explain how the client can obtain brochures for the
other programs.
Form ADV: Instructions for Part 2A Appendix 1
6.
Page 2
We provide portfolio management services under a wrap fee program that we sponsor. Must we deliver both
our wrap fee program brochure and our firm brochure to our wrap fee program clients? No, just the wrap fee
program brochure. If you or your supervised persons provide portfolio management services under a wrap fee
program that you also sponsor, your wrap fee program brochure must describe the investments and investment
strategies you (or your supervised persons) will use as portfolio managers. This requirement appears in Item
6.C of this Appendix.
7.
We provide other advisory services outside of our wrap fee programs. May we combine our wrap fee program
brochure into our firm brochure for clients receiving these other services? No. Your wrap fee program
brochure must address only the wrap fee programs you sponsor. See SEC rule 204-3(d)(1) and similar state
rules.
8.
Must we also deliver brochure supplements to wrap fee program clients? Yes. A wrap fee program brochure
does not take the place of any supplements required by Part 2B of Form ADV.
Part 2A Appendix 1 of Form ADV: Wrap Fee Program Brochure
Item 1
Cover Page
A. The cover page of your wrap fee program brochure must state your name, business address, contact
information, web site address (if you have one), and the date of the wrap fee program brochure.
Note: If you primarily conduct advisory business under a name different from your full legal name, and
you have disclosed your business name in Item 1.B of Part 1A of Form ADV, then you may use your
business name throughout your wrap fee program brochure.
B. Display on the cover page of your wrap fee program brochure the following (or other clear and concise
language conveying the same information) and identifying the document as a “wrap fee program
brochure”:
This wrap fee program brochure provides information about the qualifications and business
practices of [your name]. If you have any questions about the contents of this brochure, please
contact us at [telephone number and/or email address]. The information in this brochure has not
been approved or verified by the United States Securities and Exchange Commission or by any state
securities authority.
Additional information about [your name] also is available on the SEC’s website at
www.adviserinfo.sec.gov.
D. If you refer to yourself as a “registered investment adviser” or describe yourself as being “registered,”
include a statement that registration does not imply a certain level of skill or training.
Item 2
Material Changes
If you are amending your wrap fee program brochure for your annual update and it contains material changes from
your last annual update, identify and discuss those changes on the page immediately following the cover page of the
wrap fee program brochure or as a separate document accompanying the brochure. You must clearly state that you
are discussing only material changes since the last annual update of the wrap fee program brochure, and must
provide the date of the last annual update to the wrap fee program brochure.
Notes: You do not have to provide this information to a client or prospective client who has not received a
previous version of your wrap fee program brochure.
Item 3
Table of Contents
Provide a table of contents to your wrap fee program brochure.
Note: Your table of contents must be detailed enough so that your clients can locate topics easily. Your wrap fee
program brochure must follow the same order, and contain the same headings, as the items listed in this Appendix
1.
Item 4
Services, Fees and Compensation
A. Describe the services, including the types of portfolio management services, provided under each program.
Indicate the wrap fee charged for each program or, if fees vary according to a schedule, provide your fee
schedule. Indicate whether fees are negotiable and identify the portion of the total fee, or the range of fees,
paid to portfolio managers.
Form ADV: Part 2A Appendix 1
Page 2
B. Explain that the program may cost the client more or less than purchasing such services separately and
describe the factors that bear upon the relative cost of the program, such as the cost of the services if
provided separately and the trading activity in the client's account.
C. Describe any fees that the client may pay in addition to the wrap fee, and describe the circumstances under
which clients may pay these fees, including, if applicable, mutual fund expenses and mark-ups, markdowns, or spreads paid to market makers.
D. If the person recommending the wrap fee program to the client receives compensation as a result of the
client's participation in the program, disclose this fact. Explain, if applicable, that the amount of this
compensation may be more than what the person would receive if the client participated in your other
programs or paid separately for investment advice, brokerage, and other services. Explain that the person,
therefore, may have a financial incentive to recommend the wrap fee program over other programs or
services.
Item 5
Account Requirements and Types of Clients
If a wrap fee program imposes any requirements to open or maintain an account, such as a minimum account size,
disclose these requirements. If there is a minimum amount for assets placed with each portfolio manager as well as
a minimum account size for participation in the wrap fee program, disclose and explain these requirements. To the
extent applicable to your wrap fee program clients, describe the types of clients to whom you generally provide
investment advice, such as individuals, trusts, investment companies, or pension plans.
Item 6
Portfolio Manager Selection and Evaluation
A. Describe how you select and review portfolio managers, your basis for recommending or selecting portfolio
managers for particular clients, and your criteria for replacing or recommending the replacement of
portfolio managers for the program and for particular clients.
1.
Describe any standards you use to calculate portfolio manager performance, such as industry standards
or standards used solely by you.
2.
Indicate whether you review, or whether any third-party reviews, performance information to
determine or verify its accuracy or its compliance with presentation standards. If so, briefly describe
the nature of the review and the name of any third party conducting the review.
3.
If applicable, explain that neither you nor a third-party reviews portfolio manager performance
information, and/or that performance information may not be calculated on a uniform and consistent
basis.
B. Disclose whether any of your related persons act as a portfolio manager for a wrap fee program described
in the wrap fee program brochure. Explain the conflicts of interest that you face because of this
arrangement and describe how you address these conflicts of interest. Disclose whether related person
portfolio managers are subject to the same selection and review as the other portfolio managers that
participate in the wrap fee program. If they are not, describe how you select and review related person
portfolio managers.
C. If you, or any of your supervised persons covered under your investment adviser registration, act as a
portfolio manager for a wrap fee program described in the wrap fee program brochure, respond to Items
4.B, 4.C, 4.D (Advisory Business), 6 (Performance-Based Fees and Side-By-Side Management), 8.A
(Methods of Analysis, Investment Strategies and Risk of Loss) and 17 (Voting Client Securities) of Part 2A
of Form ADV.
Form ADV: Part 2A Appendix 1
Item 7
Page 3
Client Information Provided to Portfolio Managers
Describe the information about clients that you communicate to the clients’ portfolio managers, and how often or
under what circumstances you provide updated information.
Item 8
Client Contact with Portfolio Managers
Explain any restrictions placed on clients’ ability to contact and consult with their portfolio managers.
Item 9
Additional Information
A. Respond to Item 9 (Disciplinary Information) and Item 10 (Other Financial Industry Activities and
Affiliations) of Part 2A of Form ADV.
B. Respond to Items 11 (Code of Ethics, Participation or Interest in Client Transactions and Personal Trading),
13 (Review of Accounts), 14 (Client Referrals and Other Compensation), and 18 (Financial Information) of
Part 2A of Form ADV, as applicable to your wrap fee clients.
If you are registered or are registering with one or more state securities authorities, you must respond to the
following additional Item.
Item 10
Requirements for State-Registered Advisers
Respond to Item 19.E of Part 2A of Form ADV.
Instructions for Part 2B of Form ADV: Preparing a Brochure Supplement
1.
For which supervised persons must we prepare a brochure supplement? As an initial matter, if you have no
clients to whom you must deliver a brochure supplement (see Instruction 2 below), then you need not prepare
any brochure supplements. Otherwise, you must prepare a brochure supplement for the following supervised
persons:
(i)
Any supervised person who formulates investment advice for a client and has direct client contact;
and
(ii)
Any supervised person who has discretionary authority over a client’s assets, even if the
supervised person has no direct client contact. See SEC rule 204-3(b)(2) and similar state rules.
Note: No supplement is required for a supervised person who has no direct client contact and has
discretionary authority over a client’s assets only as part of a team. In addition, if discretionary advice is
provided by a team comprised of more than five supervised persons, brochure supplements need only be
provided for the five supervised persons with the most significant responsibility for the day-to-day
discretionary advice provided to the client. See SEC rule 204-3(b) and similar state rules.
2.
To whom must we deliver brochure supplements? Are there any exceptions?
You must deliver to a client the brochure supplements for each supervised person who provides advisory
services to that client. However, there are three categories of clients to whom you are not required to deliver
supplements. See SEC rule 204-3(c) and similar state rules.
First, you are not required to deliver supplements to clients to whom you are not required to deliver a firm
brochure (or a wrap fee program brochure).
Second, you are not required to deliver supplements to clients who receive only impersonal investment advice,
even if they receive a firm brochure.
Third, you are not required to deliver supplements to clients who are individuals who would be “qualified
clients” of your firm under SEC rule 205-3(d)(1)(iii). Those persons are:
3.
(i)
Any executive officers, directors, trustees, general partners, or persons serving in a similar
capacity, of your firm; or
(ii)
Any employees of your firm (other than employees performing solely clerical, secretarial or
administrative functions) who, in connection with their regular functions or duties, participate in
the investment activities of your firm and have been performing such functions or duties for at
least 12 months.
When must we deliver a supplement to a client?
You must deliver the supplement for a supervised person before or at the time that supervised person begins to
provide advisory services to a client.
You also must deliver to clients any update to the supplement that amends information in response to Item 3 of
Part 2B (disciplinary information). Such an amendment can be in the form of a “sticker” that identifies the
information that has become inaccurate and provides the new information and the date of the sticker.
Note: As a fiduciary, you have a continuing obligation to inform your clients of any material information that
could affect the advisory relationship. As a result, between annual updating amendments you must disclose
material changes to clients even if those changes do not trigger delivery of an updated supplement.
You may have a supervised person deliver supplements (including his own) on your behalf. Furthermore, if
you are an SEC-registered adviser, you not required to file brochure supplements or updates, but you must
maintain copies of them. See Instruction 5 of SEC General Instructions for Part 2 of Form ADV.
Form ADV: Part 2B
Page 2
4.
When must we update brochure supplements? You must update brochure supplements promptly whenever any
information in them becomes materially inaccurate.
5.
May we deliver brochure supplements electronically? Yes. You may deliver supplements using electronic
media. The SEC has published interpretive guidance on delivering documents electronically, which you can
find at . If you deliver a supplement electronically, you may
disclose in that supplement that the supervised person has a disciplinary event and provide a hyperlink to either
the BrokerCheck or the IAPD systems.
6.
Must brochure supplements be separate documents? No. If your firm brochure includes all the information
required in a brochure supplement, you do not need a separate supplement. Smaller firms with just a few
supervised persons may find it easier to include all supplement information in their firm brochure, while larger
firms may prefer to use a firm brochure and separate supplements. If supplement information is included in the
firm brochure, however, the supplements must be included at the end of the brochure. In addition, each
supplement must follow the same order as the supplement items listed in Part 2B, and contain the same
headings.
You may prepare supplements for groups of supervised persons. A group supplement, or a firm brochure
presenting supplement information about supervised persons, must present information in a separate section for
each supervised person.
7.
Must an adviser who is a sole proprietor provide his own brochure supplement to clients? No, if that
information is included in the firm brochure.
8.
May we include information not required by an item in a brochure supplement? Yes. If you include
information not required by an item, however, you may not include so much additional information that the
required information is obscured.
9.
Are we required to file the brochure supplements? If you are registered or are registering with the SEC, you are
not required to file your brochure supplements, but you are required to maintain copies of all supplements and
amendments to supplements in your files. See SEC rule 204-2(a)(14)(i). If you are registered or are registering
with one or more state securities authorities, you must file through IARD a copy of the brochure supplement
for each supervised person doing business in that state.
Part 2B of Form ADV: Brochure Supplement
Item 1
Cover Page
A. Include the following on the cover page of the supplement:
1.
2.
3.
The supervised person’s name, business address and telephone number (if different from yours).
Your firm’s name, business address and telephone number. If your firm brochure uses a business
name for your firm, use the same business name for the firm in the supplement.
The date of the supplement.
B. Display on the cover page statements containing the following or other clear and concise language
conveying the same information, and identifying the document as a “brochure supplement:”
This brochure supplement provides information about [name of supervised person] that supplements
the [name of advisory firm] brochure. You should have received a copy of that brochure. Please
contact [service center or name and/or title of your contact person] if you did not receive [name of
advisory firm]’s brochure or if you have any questions about the contents of this supplement.
Additional information about [name of supervised person] is available on the SEC’s website at
www.adviserinfo.sec.gov.
Note: You do not have to include this statement directing clients to the public website unless the
supervised person is an investment adviser representative required to register with state securities
authorities. The above information must be on the cover page of the supplement but need not be the only
information on the cover page of the supplement. If other information is included on the cover page of the
supplement, the above information must be on the top of the first page of the supplement.
Item 2
Educational Background and Business Experience
Disclose the supervised person’s name, age (or year of birth), formal education after high school, and business
background (including an identification of the specific positions held) for the preceding five years. If the supervised
person has no high school education, no formal education after high school, or no business background, disclose this
fact. You may list any professional designations held by the supervised person, but if you do so, you must provide a
sufficient explanation of the minimum qualifications required for each designation to allow clients to understand the
value of the designation.
Item 3
Disciplinary Information
If there are legal or disciplinary events material to a client's or prospective client's evaluation of the supervised
person, disclose all material facts regarding those events.
Items 3.A, 3.B, 3.C, and 3.D below list specific legal and disciplinary events presumed to be material for this
Item. If the supervised person has been involved in one of these events, you must disclose it under this Item for
ten years following the date of the event, unless (1) the event was resolved in the supervised person’s favor, or
was reversed, suspended or vacated, or (2) you have rebutted the presumption of materiality to determine that
the event is not material (see Note below). For purposes of calculating this ten-year period, the “date” of an
event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from
preliminary orders, judgments or decrees lapsed.
Items 3.A, 3.B, 3.C, and 3.D do not contain an exclusive list of material disciplinary events. If the supervised
person has been involved in a legal or disciplinary event that is not listed in Items 3.A, 3.B, 3.C, or 3.D but is
material to a client's or prospective client's evaluation of the supervised person's integrity, you must disclose the
Form ADV: Part 2B
Page 2
event. Similarly, even if more than ten years have passed since the date of the event, you must disclose the
event if it is so serious that it remains currently material to a client’s or prospective client’s evaluation.
If you deliver a supplement electronically and if a particular disclosure required below for the supervised
person is provided through either the Financial Industry Regulatory Authority’s (FINRA) BrokerCheck system
or the IAPD, you may satisfy that particular disclosure obligation by including in that supplement (i) a
statement that the supervised person has a disciplinary history, the details of which can be found on FINRA’s
BrokerCheck system or the IAPD, and (ii) a hyperlink to the relevant system with a brief explanation of how the
client can access the disciplinary history. The BrokerCheck link is www.finra.org/brokercheck; the IAPD link
is www.adviserinfo.sec.gov.
A. A criminal or civil action in a domestic, foreign or military court of competent jurisdiction in which the
supervised person
1.
was convicted of, or pled guilty or nolo contendere (“no contest”) to (a) any felony; (b) a misdemeanor
that involved investments or an investment-related business, fraud, false statements or omissions,
wrongful taking of property, bribery, perjury, forgery, counterfeiting, or extortion; or (c) a conspiracy
to commit any of these offenses;
2.
is the named subject of a pending criminal proceeding that involves an investment-related business,
fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery,
counterfeiting, extortion, or a conspiracy to commit any of these offenses;
3.
was found to have been involved in a violation of an investment-related statute or regulation; or
4.
was the subject of any order, judgment, or decree permanently or temporarily enjoining, or otherwise
limiting, the supervised person from engaging in any investment-related activity, or from violating any
investment-related statute, rule, or order.
B. An administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory
agency, or any foreign financial regulatory authority in which the supervised person
1.
was found to have caused an investment-related business to lose its authorization to do business; or
2.
was found to have been involved in a violation of an investment-related statute or regulation and was
the subject of an order by the agency or authority
(a) denying, suspending, or revoking the authorization of the supervised person to act in an
investment-related business;
(b) barring or suspending the supervised person's association with an investment-related business;
(c) otherwise significantly limiting the supervised person's investment-related activities; or
(d) imposing a civil money penalty of more than $2,500 on the supervised person.
C. A self-regulatory organization (SRO) proceeding in which the supervised person
1.
was found to have caused an investment-related business to lose its authorization to do business; or
2.
was found to have been involved in a violation of the SRO’s rules and was: (i) barred or suspended
from membership or from association with other members, or was expelled from membership;
(ii) otherwise significantly limited from investment-related activities; or (iii) fined more than $2,500.
Form ADV: Part 2B
Page 3
D. Any other proceeding in which a professional attainment, designation, or license of the supervised person
was revoked or suspended because of a violation of rules relating to professional conduct. If the
supervised person resigned (or otherwise relinquished his attainment, designation, or license) in
anticipation of such a proceeding (and the adviser knows, or should have known, of such resignation or
relinquishment), disclose the event.
Note: You may, under certain circumstances, rebut the presumption that a disciplinary event is material. If an
event is immaterial, you are not required to disclose it. When you review a legal or disciplinary event involving
the supervised person to determine whether it is appropriate to rebut the presumption of materiality, you should
consider all of the following factors: (1) the proximity of the supervised person to the advisory function; (2) the
nature of the infraction that led to the disciplinary event; (3) the severity of the disciplinary sanction; and (4) the
time elapsed since the date of the disciplinary event. If you conclude that the materiality presumption has been
overcome, you must prepare and maintain a file memorandum of your determination in your records. See SEC
rule 204-2(a)(14)(iii) and similar state rules.
Item 4
Other Business Activities
A. If the supervised person is actively engaged in any investment-related business or occupation, including if
the supervised person is registered, or has an application pending to register, as a broker-dealer, registered
representative of a broker-dealer, futures commission merchant (“FCM”), commodity pool operator
(“CPO”), commodity trading advisor (“CTA”), or an associated person of an FCM, CPO, or CTA, disclose
this fact and describe the business relationship, if any, between the advisory business and the other
business.
1.
If a relationship between the advisory business and the supervised person’s other financial industry
activities creates a material conflict of interest with clients, describe the nature of the conflict and
generally how you address it.
2.
If the supervised person receives commissions, bonuses or other compensation based on the sale of
securities or other investment products, including as a broker-dealer or registered representative, and
including distribution or service (“trail”) fees from the sale of mutual funds, disclose this fact. If this
compensation is not cash, explain what type of compensation the supervised person receives. Explain
that this practice gives the supervised person an incentive to recommend investment products based on
the compensation received, rather than on the client’s needs.
B. If the supervised person is actively engaged in any business or occupation for compensation not discussed
in response to Item 4.A, above, and the other business activity or activities provide a substantial source of
the supervised person’s income or involve a substantial amount of the supervised person’s time, disclose
this fact and describe the nature of that business. If the other business activities represent less than 10
percent of the supervised person’s time and income, you may presume that they are not substantial.
Item 5
Additional Compensation
If someone who is not a client provides an economic benefit to the supervised person for providing advisory
services, generally describe the arrangement. For purposes of this Item, economic benefits include sales awards and
other prizes, but do not include the supervised person’s regular salary. Any bonus that is based, at least in part, on
the number or amount of sales, client referrals, or new accounts should be considered an economic benefit, but other
regular bonuses should not.
Form ADV: Part 2B
Item 6
Page 4
Supervision
Explain how you supervise the supervised person, including how you monitor the advice the supervised person
provides to clients. Provide the name, title and telephone number of the person responsible for supervising the
supervised person’s advisory activities on behalf of your firm.
If you are registered or are registering with one or more state securities authorities, you must respond to the
following additional Item.
Item 7
Requirements for State-Registered Advisers
A. In addition to the events listed in Item 3 of Part 2B, if the supervised person has been involved in one of the
events listed below, disclose all material facts regarding the event.
1.
An award or otherwise being found liable in an arbitration claim alleging damages in excess of $2,500,
involving any of the following:
(a)
(b)
(c)
(d)
(e)
2.
an investment or an investment-related business or activity;
fraud, false statement(s), or omissions;
theft, embezzlement, or other wrongful taking of property;
bribery, forgery, counterfeiting, or extortion; or
dishonest, unfair, or unethical practices.
An award or otherwise being found liable in a civil, self-regulatory organization, or administrative
proceeding involving any of the following:
(a)
(b)
(c)
(d)
(e)
an investment or an investment-related business or activity;
fraud, false statement(s), or omissions;
theft, embezzlement, or other wrongful taking of property;
bribery, forgery, counterfeiting, or extortion; or
dishonest, unfair, or unethical practices.
B. If the supervised person has been the subject of a bankruptcy petition, disclose that fact, the date the
petition was first brought, and the current status.
Form ADV (Paper Version)
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
DOMESTIC INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and
attached to your initial application for SEC registration and all amendments to registration.
Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary
of State or other legally designated officer, of the state in which you maintain your principal office and
place of business and any other state in which you are submitting a notice filing, as your agents to receive
service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons,
order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that
such service may be made by registered or certified mail, in any federal or state action, administrative
proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if
the action, proceeding or arbitration (a) arises out of any activity in connection with your investment
advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or
indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the
Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940,
or any rule or regulation under any of these acts, or (ii) the laws of the state in which you maintain your
principal office and place of business or of any state in which you are submitting a notice filing.
Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The
investment adviser and I both certify, under penalty of perjury under the laws of the United States of
America, that the information and statements made in this ADV, including exhibits and any other
information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free
and voluntary act.
I certify that the adviser’s books and records will be preserved and available for inspection as required by
law. Finally, I authorize any person having custody or possession of these books and records to make them
available to federal and state regulatory representatives.
Signature:
____________________________
Date:
______________________
Printed Name: ____________________________
Title:
______________________
Adviser CRD Number: _____________________
SEC 1707 (10-10)
File 4 of 4
Form ADV (Paper Version)
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
STATE-REGISTERED INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached
to your initial application for state registration and all amendments to registration.
1. Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the legally designated
officers and their successors, of the state in which you maintain your principal office and place of business and any
other state in which you are applying for registration or amending your registration, as your agents to receive service,
and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting
proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made
by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against
you in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out
of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United
States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities
Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment
Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the state in which you
maintain your principal office and place of business or of any state in which you are applying for registration, or
amending your registration.
2. State-Registered Investment Adviser Affidavit
If you are subject to state regulation, by signing this Form ADV, you represent that, you are in compliance with the
registration requirements of the state in which you maintain your principal place of business and are in compliance
with the bonding, capital, and recordkeeping requirements of that state.
Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The
investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that
the information and statements made in this ADV, including exhibits and any other information submitted, are true
and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.
I certify that the adviser’s books and records will be preserved and available for inspection as required by law.
Finally, I authorize any person having custody or possession of these books and records to make them available to
federal and state regulatory representatives.
Signature:
____________________________
Date:
______________________
Printed Name: ____________________________
Title:
______________________
Adviser CRD Number: _____________________
Form ADV (Paper Version)
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
NON-RESIDENT INVESTMENT ADVISER EXECUTION
PAGE 1
You must complete the following Execution Page to Form ADV. This execution page must be signed and
attached to your initial application for SEC registration and all amendments to registration.
1. Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each of the
Secretary of the SEC, and the Secretary of State or other legally designated officer, of any other state in
which you are submitting a notice filing, as your agents to receive service, and agree that such persons may
accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for
arbitration, or other process or papers, and you further agree that such service may be made by registered or
certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in
any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises
out of any activity in connection with your investment advisory business that is subject to the jurisdiction of
the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of
1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act
of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the
laws of any state in which you are submitting a notice filing.
2. Appointment and Consent: Effect on Partnerships
If you are organized as a partnership, this irrevocable power of attorney and consent to service of process
will continue in effect if any partner withdraws from or is admitted to the partnership, provided that the
admission or withdrawal does not create a new partnership. If the partnership dissolves, this irrevocable
power of attorney and consent shall be in effect for any action brought against you or any of your former
partners.
3. Non-Resident Investment Adviser Undertaking Regarding Books and Records
By signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and
Exchange Commission at its principal office in Washington D.C., at any Regional or District Office of the
Commission, or at any one of its offices in the United States, as specified by the Commission, correct,
current, and complete copies of any or all records that you are required to maintain under Rule 204-2 under
the Investment Advisers Act of 1940. This undertaking shall be binding upon you, your heirs, successors
and assigns, and any person subject to your written irrevocable consents or powers of attorney or any of
your general partners and managing agents.
NON-RESIDENT INVESTMENT ADVISER EXECUTION
PAGE 2
Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non-resident investment
adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United
States of America, that the information and statements made in this ADV, including exhibits and any other
information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free
and voluntary act.
I certify that the adviser’s books and records will be preserved and available for inspection as required by
law. Finally, I authorize any person having custody or possession of these books and records to make them
available to federal and state regulatory representatives.
Signature:
____________________________
Date:
______________________
Printed Name: ____________________________
Title:
______________________
Adviser CRD Number: _____________________
| File Type | application/pdf |
| File Title | Form ADV |
| Subject | Uniform application for investment adviser registration |
| Author | U.S. Securities and Exchange Commission |
| File Modified | 2011-02-17 |
| File Created | 2011-02-17 |