Mock-up of new Form ADV

APPENDIX A

FORM ADV (Paper Version)
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
AND
REPORT FORM BY EXEMPT REPORTING ADVISERS
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 or report
being delayed or rejected.
In these instructions and in Form ADV, “you” means the investment adviser (i.e., the advisory
firm). 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.
Special One-Time Dodd-Frank Transition Filing for SEC-Registered Advisers:
o Form ADV amendment: If you are a mid-sized adviser registered with us on July
21, 2011 you must maintain your SEC registration and comply with the Advisers
Act until January 1, 2012, unless you file a “full withdrawal” on Form ADV-W to
withdraw from registration in all of the jurisdictions with which you are registered
(or have an application for registration pending). See Advisers Act sections 203
and 203A(a)(2); SEC rule 203A-5(a). For example, you may file Form ADV-W
and withdraw your registration with us and any state securities authorities before
January 1, 2012 because you are exempt from registration under section 203 of
the Act and state securities laws or are no longer in business, but you may not
switch to state registration until after January 1, 2012.
If you are registered or have an application for registration pending with the SEC
on January 1, 2012, you must file an amendment to Form ADV no later than
March 30, 2012. File an annual updating amendment if your annual amendment
is due during this period, or file an other-than-annual amendment. See SEC rule
204-1. You must update your responses to all items and corresponding sections
of Schedules A, B, C and D, including the reporting of your regulatory assets
under management determined within 90 days of the filing. See SEC rule 203A5(b). If you are no longer eligible for Commission registration, you must mark
Item 2.A.(13) of Form ADV, Part 1A. You should amend your brochure if any
information has become materially inaccurate. See Form ADV, Part 2A,
Instructions 4 and 6.
o Form ADV-W filing: If you are no longer eligible for Commission registration,
you must withdraw your Commission registration by filing Form ADV-W no later
than June 28, 2012. See SEC rule 203A-5(c)(1). You should consult state law or

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Page 2

the state securities authority for the states in which you are “doing business” as
soon as possible to determine if you are required to register in these states and to
begin the registration process. 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)(2).
Failure to amend your Form ADV or file Form ADV-W, as required by this instruction,
is a violation of SEC rules and could lead to your registration being revoked.
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;
Report to the SEC as an exempt reporting adviser
Report to one or more state securities authorities as an exempt reporting adviser
Amend those reports; and
Submit a final report as an exempt reporting adviser

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.
o All advisers registering with the SEC or any of the state securities authorities
must complete Part 1A.
o Exempt reporting advisers (that are not also registering with any state securities
authority) must complete only the following Items of Part 1A: 1, 2, 3, 6, 7, 10,
and 11, as well as corresponding schedules. Exempt reporting advisers that are
registering with any state securities authority must complete all of Form ADV.

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Page 3

Part 1A also contains several supplemental schedules. The items of Part 1A let you know
which schedules you must complete.
o Schedule A asks for information about your direct owners and executive officers.
o Schedule B asks for information about your indirect owners.
o Schedule C is used by paper filers to update the information required by
Schedules A and B (see Instruction 16).
o Schedule D asks for additional information for certain items in Part 1A.
o 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 SEC 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, but do not apply to exempt reporting
advisers.
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, but do not apply to exempt
reporting advisers.
4.

When am I required to update my Form ADV?
SEC- and State-Registered Advisers:
o Annual updating amendments: 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, including corresponding sections of Schedules A, B, C, and
D. You must submit your summary of material changes required by Item 2 of
Part 2A either in the brochure (cover page or the page immediately thereafter) or
as an exhibit to your brochure.
o Other-than-annual amendments: In addition to your annual updating amendment,
if you are registered with the SEC or a state securities authority, you must amend
your Form ADV, including corresponding sections of Schedules A, B, C, and D,
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), 9.E., and 9.F.), or 11 of Part 1A or Items 1, 2.A. through 2.F., or
2.I. of Part 1B becomes inaccurate in any way;

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Form ADV: General Instructions



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., 9.F., 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.
Exempt reporting advisers:
o Annual Updating Amendments: 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 required items, including corresponding sections of Schedules A,
B, C and D.
o Other-than-Annual Amendments: 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, or 11 becomes
inaccurate in any way; or

Form ADV: General Instructions



Page 5

information you provided in response to Item 10 becomes materially
inaccurate.

Failure to update your Form ADV, as required by this instruction, is a violation of SEC
rules 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: As of January 1, 2011, every 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. The SEC will no
longer accept any application that does not include a brochure(s) that satisfies the
requirements of (amended) Part 2 of Form ADV.
If you already are registered with the SEC: Until you file your first annual updating
amendment for your fiscal year that ended on or after December 31, 2010, 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. Your first annual
updating amendment must contain a narrative brochure that meets the requirements of
(amended) Part 2A 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, your initial report (in the case of an exempt reporting
adviser), and all amendments to Form ADV must include at least one Execution Page.
If you are applying for or are amending your SEC registration, or if you are reporting as
an exempt reporting adviser or amending your report, you must sign and submit either a:
o Domestic Investment Adviser Execution Page, if you (the advisory firm) are a
resident of the United States; or

Form ADV: General Instructions

Page 6

o 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.
7.

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, or that are reporting to the SEC as an exempt reporting adviser, to file
electronically through the IARD system. See SEC rules 203-1 and 204-4.
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 17.

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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?
First, obtain a copy of the IARD Entitlement Package from the following website:
. 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.C. 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 SECregistered 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.C. of Part 1A.

11.

I am registered with a state. When must I switch to SEC registration?
If at the time of your annual updating amendment you meet at least one of the requirements for
SEC registration in Item 2.A.(1) to (12) of Part 1A, you must register with the SEC within 90
days after you file the annual updating amendment. Once you register with the SEC, you are

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Page 8

subject to SEC regulation, regardless of whether you remain registered with one or more states.
See SEC rule 203A-1(b)(2). Each of your investment adviser representatives, however, may
be subject to registration in those states in which the representative has a place of business. See
Advisers Act section 203A(b)(1); SEC rule 203A-3(a). 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.
12.

I am registered with the SEC. When must I switch to registration with a state
securities authority?
If you check box 13 in Item 2.A. of Part 1A to report on your annual updating amendment
that you are no longer 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. See
SEC rule 203A-1(b)(2). You should consult state law or the state securities authority for the
states in which 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)(2).

13.

I am an exempt reporting adviser. When must I submit my first report on Form
ADV?
All exempt reporting advisers:
You must submit your initial Form ADV filing within 60 days of relying on the
exemption from registration under either section 203(l) of the Advisers Act as an adviser
solely to one or more venture capital funds or section 203(m) of the Advisers Act because
you act solely as an adviser to private funds and have assets under management in the
United States of less than $150 million.
Additional instruction for advisers switching from being registered to being exempt
reporting advisers:
If you are currently registered as an investment adviser (or have an application for
registration pending) with the SEC or with a state securities authority, you must file a
Form ADV-W to withdraw from registration in the jurisdictions where you are switching.
You must submit the Form ADV-W before submitting your first report as an exempt
reporting adviser.

14.

I am an exempt reporting adviser. Is it possible that I might be required to also
register with or submit a report to a state securities authority?
Yes, you may be required to register with or submit a report to one or more state securities
authorities. If you are required to register with one or more state securities authorities, you
must complete all of Form ADV. See General Instruction 3. If you are required to submit a
report to one or more state securities authorities, check the box(es) in Item 2.C. of Part 1A
next to the state(s) you would like to receive the report. Each of your investment adviser
representatives may also be subject to registration requirements. For additional information

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Page 9

about the requirements that may apply to you, consult the investment adviser laws or the state
securities authority for the particular state in which you are “doing business.” See General
Instruction 1.
15.

What do I do if I no longer meet the definition of an “exempt reporting adviser”?
Advisers Switching to SEC Registration:
o You may no longer be an exempt reporting adviser and may be required to register
with the SEC if you wish to continue doing business as an investment adviser. For
example, you may be relying on section 203(l) and wish to accept a client that is not
a venture capital fund as defined in SEC rule 203(l)-1, or you may have been
relying on SEC rule 203(m)-1 and reported in Section 2.B. of Schedule D to your
annual updating amendment that you have private fund assets of $150 million or
more.


If you are relying on section 203(l), unless you qualify for another
exemption, you would violate the Advisers Act’s registration requirement if
you accept a client that is not a venture capital fund as defined in SEC rule
203(l)-1 before the SEC approves your application for registration. You
must submit your final report as an exempt reporting adviser and apply for
SEC registration in the same filing.



If you were relying on SEC rule 203(m)-1 and you reported in Section
2.B. of Schedule D to your annual updating amendment that you have
private fund assets of $150 million or more, you must register with the
SEC unless you qualify for another exemption. If you have complied with
all SEC reporting requirements applicable to an exempt reporting adviser
as such, you have up to 90 days after filing your annual updating
amendment to apply for SEC registration, and you may continue doing
business as a private fund adviser during this time. You must submit your
final report as an exempt reporting adviser and apply for SEC registration
in the same filing. Unless you qualify for another exemption, you would
violate the Advisers Act’s registration requirement if you accept a client
that is not a private fund during this transition period before the SEC
approves your application for registration, and you must comply with all
SEC reporting requirements applicable to an exempt reporting adviser as
such during this 90-day transition period. If you have not complied with
all SEC reporting requirements applicable to an exempt reporting adviser
as such, this 90-day transition period is not available to you. Therefore, if
the transition period is not available to you, and you do not qualify for
another exemption, your application for registration must be approved by
the SEC before you meet or exceed SEC rule 203(m)-1’s $150 million
asset threshold.

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Page 10

o You will be deemed in compliance with the Form ADV filing and reporting
requirements until the SEC approves or denies your application. If your application
is approved, you will be able to continue business as a registered adviser.
o If you register with the SEC, you may be subject to state notice filing requirements.
To determine these requirements, 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: If you are relying on SEC rule 203(m)-1 and you accept a client that is not a private
fund, you will lose the exemption provided by SEC rule 203(m)-1 immediately. To avoid
this result, you should apply for SEC registration in advance so that the SEC has approved
your registration before you accept a client that is not a private fund.
The 90-day transition period described above also applies to investment advisers with their
principal offices and places of business outside of the United States with respect to their
clients who are United States persons (e.g., the adviser would not be eligible for the 90-day
transition period if it accepted a client that is a United States person and is not a private
fund).
Advisers Not Switching to SEC Registration:
o You may no longer be an exempt reporting adviser but may not be required to
register with the SEC or may be prohibited from doing so. For example, you may
cease to do business as an investment adviser, become eligible for an exemption
that does not require reporting, or be ineligible for SEC registration. In this case,
you must submit a final report as an exempt reporting adviser to update only Item
1 of Part 1A of Form ADV.
o You may be subject to state registration requirements. To determine these
requirements, consult the investment adviser laws or the state securities authority
for the particular state in which you are “doing business.” See General Instruction
1.
16.

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, your initial report, and each annual updating
amendment. There is no filing fee for an other-than-annual amendment, a final report as an
exempt reporting adviser, 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
17), 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

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Page 11

made on Form ADV-W.) The hardship filing fee schedule is available by contacting FINRA
at 240.386.4848.
17.

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 rules 203-3(a) and 204-4(e).
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 16, FINRA will charge you a fee to
reimburse it for the expense of data entry.

18.

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:
o complete page 1 and circle the number of any item for which you are changing
your response.
o include your SEC 801-number (if you have one), or your 802-number (if you have
one), and your CRD number (if you have one) on every page.
o complete the amended item in full and circle the number of the item for which
you are changing your response.
o 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:

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Form ADV: General Instructions

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.
19.

Who is required to file Form ADV-NR?
Every non-resident general partner and managing agent of all SEC-registered advisers and
exempt reporting 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 or report. A general
partner or managing agent of an SEC-registered adviser or exempt reporting adviser who
becomes a non-resident after the adviser’s initial application or report 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 and 204 of the Advisers Act [15 U.S.C. §§ 80b-3 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 and for exempt reporting advisers. 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

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Page 13

SEC to collect the information on Form ADV from investment advisers. See 15 U.S.C. §§ 80b-3
and 80b-4. Filing the form is mandatory.
The form enables the SEC to register investment advisers and to obtain information from and
about exempt reporting advisers. Every applicant for registration with the SEC as an adviser,
and every exempt reporting adviser, must file the form. See 17 C.F.R. § 275.203-1 and 204-4.
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 or its report. 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.

APPENDIX B

FORM ADV (Paper Version)
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
AND
REPORT BY EXEMPT REPORTING ADVISERS
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
a. Separately Identifiable Department or Division of a Bank. 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 website addresses you list on Schedule D should be sites that provide information
about your own activities, rather than general information about your bank.
b. Item 1.O.: Assets. For purposes of Item 1.O. only, “assets” refers to your total assets,
rather than the assets you manage on behalf of clients. Determine your total assets using
the total assets shown on the balance sheet for your most recent fiscal year end.
2. Item 2: SEC Registration and SEC Report by Exempt Reporting Advisers
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 at least one of the boxes.
a. Item 2.A.(1): Adviser with Regulatory Assets Under Management of $100 Million
or More. You may check box 1 only if your response to Item 5.F.(2)(c) is $100 million
or more, or you are filing an annual updating amendment with the SEC and your
response to Item 5.F.(2)(c) is $90 million or more. While you may register with the SEC
if your regulatory assets under management are at least $100 million but less than $110
million, you must register with the SEC if your regulatory assets under management are
$110 million or more. If you are a SEC-registered adviser, you may remain registered
with the SEC if your regulatory assets under management are $90 million or more. See
SEC rule 203A-1(a). Part 1A Instruction 5.b. explains how to calculate your regulatory
assets under management.
If you are a state-registered adviser and you report on your annual updating amendment
that your regulatory assets under management increased to $100 million or more, you may
register with the SEC. If your regulatory assets under management increased to $110
million or more, you must register with the SEC within 90 days after you file that annual

Form ADV: Instructions for Part 1A

Page 2

updating amendment. See SEC rule 203A-1(b)(1) and Form ADV General Instruction 11.
b. Item 2.A.(2): Mid-Sized Adviser. You may check box 2 only if your response to Item
5.F(2)(c) is $25 million or more but less than $100 million, and you satisfy one of the
requirements below. Part 1A Instruction 5.b. explains how to calculate your regulatory
assets under management.
You must register with the SEC if you meet at least one of the following requirements:
You are not required to be registered as an investment adviser with the state securities
authority of the state where you maintain your principal office and place of business
pursuant to that state’s investment adviser laws. If you are exempt from registration
with that state or are excluded from the definition of investment adviser in that state,
you must register with the SEC. You should consult the investment adviser laws or the
state securities authority for the particular state in which you maintain your principal
office and place of business to determine if you are required to register in that state.
See General Instruction 1.
You are not subject to examination by the state securities authority of the state where
you maintain your principal office and place of business. To determine whether such
state securities authority does not conduct such examinations, see:
http://www.sec.gov/divisions/investment/midsizedadviserinfo.htm.
See section 203A(a)(2) of the Advisers Act.
c. Item 2.A.(5): Adviser to an Investment Company. You may check box 5 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 sections 203A(a)(1)(B) and 203A(a)(2)(A) 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.
d. Item 2.A.(6): Adviser to a Business Development Company. You may check box 6
only if your response to Item 5.F.(2)(c) is $25 million or more of regulatory assets under
management, and you currently provide advisory services under an investment advisory
contract to a company that has elected to be a business development company pursuant to
section 54 of the Investment Company Act of 1940, that has not withdrawn the election,
and that is operational (i.e., has assets and shareholders, other than just the organizing
shareholders). See section 203A(a)(2)(A) of the Advisers Act. Part 1A Instruction 5.b.
explains how to calculate your regulatory assets under management.

Form ADV: Instructions for Part 1A

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e. Item 2.A.(7): Pension Consultant. You may check box 7 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 $200 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(a).
 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.
f. Item 2.A.(8): Related Adviser. You may check box 8 only if you are eligible for the
related adviser exemption from the prohibition on SEC registration. See SEC rule 203A2(b). 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 adviser under rule 203A-2(e)
in establishing eligibility for this exemption. See SEC rule 203A-2(e)(1)(iii). If you
check box 8, you also must complete Section 2.A.(8) of Schedule D.
g. Item 2.A.(9): Newly-Formed Adviser. You may check box 9 only if you are eligible
for the newly-formed-adviser exemption from the prohibition on SEC registration. See
SEC rule 203A-2(c). 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 9, you also must complete Section 2.A.(9) 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 9 on your amendment; since this exemption is available only if you are not
registered, you may not “re-rely” on this exemption. If you indicate on that amendment

Form ADV: Instructions for Part 1A

Page 4

(by checking box 13) that you are not eligible to register with the SEC, you also must file
a Form ADV-W to withdraw your SEC registration no later than 120 days after your
registration was declared effective. You should contact the appropriate state securities
authority to determine how long it may take to become state-registered sufficiently in
advance of when you are required to file Form ADV-W to withdraw from SEC
registration.
Note: If you expect to be eligible for SEC registration because of the amount of your
regulatory assets under management, that amount must be $100 million or more no later
than 120 days after your registration is declared effective.
h. Item 2.A.(10): Multi-State Adviser. You may check box 10 only if you are eligible for
the multi-state adviser exemption from the prohibition on SEC registration. See SEC rule
203A-2(d). You are eligible for this exemption if you are required to register as an
investment adviser with the state securities authorities of 15 or more states. If you check
box 10, you must complete Section 2.A.(10) of Schedule D. You must complete Section
2.A.(10) of Schedule D in each annual updating amendment you submit.
If you check box 10, 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 15 states and you are not otherwise eligible to register with the SEC, you must
check box 13 in Item 2.A. You also must file a Form ADV-W to withdraw your SEC
registration. See Part 1A Instruction 2.j.
i. Item 2.A.(11): Internet Adviser. You may check box 11 only if you are eligible for the
Internet adviser exemption from the prohibition on SEC registration. See SEC rule
203A-2(e). 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

Form ADV: Instructions for Part 1A

Page 5

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.
j. Item 2.A.(13): Adviser No Longer Eligible to Remain Registered with the SEC.
You must check box 13 if:
you are registered with the SEC;
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 regulatory assets under management of less
than $90 million; and
you are not eligible to check any other box (other than box 13) 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)(2).
k. Item 2.B.: Reporting by Exempt Reporting Advisers. You may check box 2.B.(1) only
if you qualify for the exemption from SEC registration as an adviser solely to one or
more venture capital funds. See SEC rule 203(l)-1. You may check box 2.B.(2) only if
you qualify for the exemption from SEC registration because you act solely as an adviser
to private funds and have assets under management in the United States of less than $150
million. See SEC rule 203(m)-1. You may check both boxes to indicate that you qualify
for both exemptions. You should check box 2.B.(3) if you act solely as an adviser to
private funds but you are no longer eligible to check box 2.B.(2) because you have assets
under management in the United States of $150 million or more. If you check box
2.B.(2) or (3), you also must complete Section 2.B. of Schedule D.
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

Form ADV: Instructions for Part 1A

Page 6

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.
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

Form ADV: Instructions for Part 1A

Page 7

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. and Item 5.J. 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 Regulatory Assets Under Management. In determining
the amount of your regulatory 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
acceptances, and similar bank instruments) as securities. You must include securities
portfolios that are:
(a) your family or proprietary accounts;
(b) accounts for which you receive no compensation for your services; and
(c) accounts of clients who are not United States persons.
For purposes of this definition, treat all of the assets of a private fund as a securities
portfolio, regardless of the nature of such assets. For accounts of private funds,
moreover, include in the securities portfolio any uncalled commitment pursuant to
which a person is obligated to acquire an interest in, or make a capital contribution to,
the private fund.
(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

Form ADV: Instructions for Part 1A

Page 8

continuous and regular supervisory or management services for only a portion of a
securities portfolio, include as regulatory 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 any outstanding indebtedness or other accrued but unpaid liabilities.
(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.
(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

Form ADV: Instructions for Part 1A

Page 9

(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
(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 Regulatory Assets Under Management. Determine your regulatory 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.
In the case of a private fund, determine the current market value (or fair value) of the
private fund’s assets and the contractual amount of any uncalled commitment pursuant

Form ADV: Instructions for Part 1A

Page 10

to which a person is obligated to acquire an interest in, or make a capital contribution
to, the private fund.
(5) Example. This is an example of the method of determining whether an account of a
client other than a private fund may be included as regulatory assets under
management.
The 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 regulatory assets
under management.
6. Item 7: Financial Industry Affiliations and Private Fund Reporting
Item 7.B. and Section 7.B. of Schedule D ask questions about the private funds that you advise.
You are required to complete a Section 7.B.(1) of Schedule D for each private fund that you
advise, except in certain circumstances described under Item 7.B. and below.
a. If your principal office and place of business is outside the United States, for purposes of
Item 7 and Section 7.B. of Schedule D you may disregard any private fund that, during
your last fiscal year, was not a United States person, was not offered in the United States,
and was not beneficially owned by any United States person.
b. When filing Section 7.B.(1) of Schedule D for a private fund, you must acquire an
identification number for the fund by logging onto the IARD website and using the
private fund identification number generator. You must continue to use the same
identification number whenever you amend Section 7.B.(1) for that fund. If you file a
Section 7.B.(1) for a private fund for which an identification number has already been

Form ADV: Instructions for Part 1A

Page 11

acquired by another adviser, you must not acquire a new identification number, but must
instead utilize the existing number. If you choose to complete a single Section 7.B.(1) for
a master-feeder arrangement under instruction 6.d. below, you must acquire an
identification number also for each feeder fund.
c. If any private fund has issued two or more series (or classes) of equity interests whose
values are determined with respect to separate portfolios of securities and other assets,
then each such series (or class) should be regarded as a separate private fund. In Section
7.B.(1) and 7.B.(2) of Schedule D, next to the name of the private fund, list the name and
identification number of the specific series (or class) for which you are filing the sections.
This only applies with respect to series (or classes) that you manage as if they were
separate funds and not a fund’s side pockets or similar arrangements.
d. In the case of a master-feeder arrangement (see questions 6-7 of Section 7.B.(1) of
Schedule D), instead of completing a Section 7.B.(1) for each of the master fund and each
feeder fund, you may complete a single Section 7.B.(1) for the master-feeder
arrangement under the name of the master fund if the answers to questions 8, 10, 21 and
23 through 28 are the same for all of the feeder funds (or, in the case of questions 24 and
25, if the feeder funds do not use a prime broker or custodian). If you choose to complete
a single Section 7.B.(1), you should disregard the feeder funds, except for the following:
(1) Question 11: State the gross assets for the master-feeder arrangement as a whole.
(2) Question 12: List the lowest minimum investment commitment applicable to any of
the master fund and the feeder funds.
(3) Questions 13-16: Answer by aggregating all investors in the master-feeder
arrangement (but do not count the feeder funds themselves as investors).
(4) Questions 19-20: For purposes of these questions, the private fund means any of the
master fund or the feeder funds. In answering the questions, moreover, disregard the
feeder funds’ investment in the master fund.
(5) Question 22: List all of the Form D SEC file numbers of any of the master fund and
feeder funds.
e. Additional Instructions:
(1) Question 9: Investment in Registered Investment Companies: For purposes of
this question, disregard any open-end management investment company regulated as
a money market fund under rule 2a-7 under the Investment Company Act if the
private fund invests in such a company in reliance on rule 12d1-1 under the same Act.

Form ADV: Instructions for Part 1A

Page 12

(2) Question 10: Type of Private Fund: For purposes of this question, the following
definitions apply:
“Hedge fund” means any private fund (other than a securitized asset fund):
(a) with respect to which one or more investment advisers (or related persons of
investment advisers) may be paid a performance fee or allocation calculated
by taking into account unrealized gains (other than a fee or allocation the
calculation of which may take into account unrealized gains solely for the
purpose of reducing such fee or allocation to reflect net unrealized losses);
(b) that may borrow an amount in excess of one-half of its net asset value
(including any committed capital) or may have gross notional exposure in
excess of twice its net asset value (including any committed capital); or
(c) that may sell securities or other assets short or enter into similar transactions
(other than for the purpose of hedging currency exposure or managing
duration).
A commodity pool is categorized as a hedge fund solely for purposes of this question.
For purposes of this definition, do not net long and short positions. Include any
borrowings or notional exposure of another person that are guaranteed by the private
fund or that the private fund may otherwise be obligated to satisfy.
“Liquidity fund” means any private fund that seeks to generate income by
investing in a portfolio of short-term obligations in order to maintain a stable net
asset value per unit or minimize principal volatility for investors.
“Private equity fund” means any private fund that is not a hedge fund, liquidity
fund, real estate fund, securitized asset fund, or venture capital fund and does not
provide investors with redemption rights in the ordinary course.
“Real estate fund” means any private fund that is not a hedge fund, that does not
provide investors with redemption rights in the ordinary course, and that invests
primarily in real estate and real estate related assets.
“Securitized asset fund” means any private fund whose primary purpose is to
issue asset backed securities and whose investors are primarily debt-holders.
“Venture capital fund” means any private fund meeting the definition of venture
capital fund in rule 203(l)-1 under the Advisers Act.
“Other private fund” means any private fund that is not a hedge fund, liquidity
fund, private equity fund, real estate fund, securitized asset fund, or venture
capital fund.
(3) Question 11: Gross Assets. Report the assets of the private fund that you would
include in calculating your regulatory assets under management according to
instruction 5.b above.

Form ADV: Instructions for Part 1A

Page 13

(4) Questions 19-20: Other clients’ investments: For purposes of these questions,
disregard any feeder fund’s investment in its master fund. (See questions 6-7 for
the definition of “master fund” and “feeder fund.”)
7. 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.
8. 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.

APPENDIX C

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 family members of your supervised persons. 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 ADVW]

Form ADV: Glossary

Page 2

7. Control: 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: 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
or access to client funds or securities. [Used in: Part 1A, Item 9; Part 1B, Instructions,
Item 2; Part 2A, Items 15, 18]

Form ADV: Glossary

Page 3

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. Exempt Reporting Adviser: An investment adviser that qualifies for the exemption from
registration under section 203(l) of the Advisers Act because it is an adviser solely to one or
more venture capital funds, or under rule 203(m)-1 of the Advisers Act because it is an
adviser solely to private funds and has assets under management in the United States of less
than $150 million. [Used in: Throughout Part 1A; General Instructions; Form ADV-H;
Form ADV-NR]
13. 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]
14. 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]
15. 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]
16. 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]

Form ADV: Glossary

Page 4

17. 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
agency, authority, or instrumentality thereof, acting in their official capacity. [Used in: Part
1A, Item 5]
18. High Net Worth Individual: An individual who is a “qualified client” under rule 205-3 of the
Advisers Act or who is a “qualified purchaser” as defined in section 2(a)(51)(A) of the
Investment Company Act of 1940. [Used in: Part 1A, Item 5; Schedule D]
19. 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]
20. 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]
21. Independent Public Accountant: A public accountant that meets the standards of independence
described in rule 2-01(b) and (c) of Regulation S-X (17 CFR 210.2-01(b) and (c)). [Used in:
Item 9; Schedule D]
22. Investment Adviser Representative: 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.” Investment adviser representatives of SEC-registered advisers may be
required to register in each state in which they have a place of business.
[Used in: General Instructions; Part 1A, Item 7; Part 2B, Item 1]

Form ADV: Glossary

Page 5

23. 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]
24. 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]
25. Legal Entity Identifier: A “legal entity identifier” assigned by or on behalf of an
internationally recognized standards setting body and required for reporting purposes by the
U.S. Department of the Treasury’s Office of Financial Research or a financial regulator.
26. 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]
27. 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]
28. 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,

Form ADV: Glossary

Page 6

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]
29. 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]
30. 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 that has 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 is formed in or 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]
31. 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]
32. 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]
33. 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]
34. 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]
35. 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]
36. Private Fund: An issuer that would be an investment company as defined in section 3 of the
Investment Company Act of 1940 but for section 3(c)(1) or 3(c)(7) of that Act. [Used in:
Part 1A, Items 2, 5, 7, and 9; Schedule D; General Instructions; Part 1A, Instructions]

Form ADV: Glossary

Page 7

37. 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]
38. 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]
39. 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 selfregulatory organizations. [Used in: Part 1A, Item 11; DRPs; Part 1B, Item 2; Part 2A, Items 9
and 19; Part 2B, Items 3 and 7]
40. 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]
41. State Securities Authority: The securities commissioner or commission (or any agency,
office or officer 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]
42. 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]
43. United States person: This term has the same meaning as in rule 203(m)-1 under the
Advisers Act, which includes any natural person that is resident in the United States. [Used
in: Part 1A, Instructions; Item 5; Schedule D]
44. 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]
45. 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

Form ADV: Glossary

Page 8

(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]

APPENDIX D

FORM ADV (Paper Version)
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
AND
REPORT BY EXEMPT REPORTING ADVISERS
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 4.

Check the box that indicates what you would like to do (check all that apply):
SEC or State Registration:
 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.
SEC or State Report by Exempt Reporting Advisers:
 Submit an initial report to the SEC.
 Submit a report to one or more state securities authorities.
 Submit an annual updating amendment to your report for your fiscal year ended _________.
 Submit an other-than-annual amendment to your report.
 Submit a final report.

Item 1

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. (1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-___________
(2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-___________
E. If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by the IARD system,
your CRD number: ___________

SEC 1707 (MM-11)
File 2 of 4

FORM ADV
Part 1A
Page 2 of 20

Your Name_____________________
Date_____________________

CRD Number_____________________
SEC 801- or 802 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.
F. 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 SEC
registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt
reporting adviser, 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)
(facsimile 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
Part 1A
Page 3 of 20

I.

Your Name_____________________
Date_____________________

Do you have one or more websites?

Yes 

CRD Number_____________________
SEC 801- or 802 Number_____________________

No 

If ”yes,” list all website addresses on Section 1.I. of Schedule D. If a website address serves as a portal
through which to access other information you have published on the 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 (e-mail) addresses in response to this Item.
J.

Provide the name and contact information of your Chief Compliance Officer: If you are an exempt
reporting adviser, you must provide the contact information for your Chief Compliance Officer, if you
have one. If not, you must complete Item 1.K. below.
___________________________________________________________________________
(name)
____________________________________________________________________________
(other titles, if any)
_____________________________________ ____________________________________
(area code) (telephone number)
(area code) (facsimile number)
____________________________________________________________________
(number and street)
____________________________________________________________________
(city)
(state/country)
(zip+4/postal code)
_________________________________________________
(electronic mail (e-mail) address, if Chief Compliance Officer has one)

K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized
to receive information and respond to questions about this Form ADV, you may provide that information
here.
___________________________________________________________________________
(name)
____________________________________________________________________________
(titles)
____________________________________
____________________________________
(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 person has one)

L. 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.L. of Schedule D.

FORM ADV
Part 1A
Page 4 of 20

Your Name_____________________
Date_____________________

CRD Number_____________________
SEC 801- or 802 Number_____________________

M. 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.M. of
Schedule D.
N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
Yes 

No 

If “yes,” provide your CIK number (Central Index Key number that the SEC assigns to each public
reporting company): ______________________________
O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
Yes 

No 

P. Provide your Legal Entity Identifier if you have one: __________________________________
A legal entity identifier is a unique number that companies use to identify each other in the financial
marketplace. In the first half of 2011, the legal entity identifier standard was still in development. You
may not have a legal entity identifier.

Item 2
SEC Registration
Responses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this
Item 2.A. 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.(12), 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.(13). Part 1A Instruction 2 provides
information to help you determine whether you may affirmatively respond to each of these items.
You (the adviser):


(1) are a large advisory firm that either:
(a) has regulatory assets under management of $100 million (in U.S. dollars) or more, or
(b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of
filing its most recent annual updating amendment and is registered with the SEC;



(2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in
U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:
(a) not required to be registered as an adviser with the state securities authority of the state where
you maintain your principal office and place of business, or

FORM ADV
Part 1A
Page 5 of 20

Your Name_____________________
Date_____________________

CRD Number_____________________
SEC 801- or 802 Number_____________________

(b) not subject to examination by the state securities authority of the state where you maintain
your principal office and place of business;
Click HERE for a list of states in which an investment adviser, if registered, would not be
subject to examination by the state securities authority.


(3) have your principal office and place of business in Wyoming (which does not regulate advisers);



(4) have your principal office and place of business outside the United States;



(5) are an investment adviser (or sub-adviser) to an investment company registered under the
Investment Company Act of 1940;



(6) are an investment adviser to a company which has elected to be a business development
company pursuant to section 54 of the Investment Company Act of 1940 and has not withdrawn
the election, and you have at least $25 million of regulatory assets under management;



(7) are a pension consultant with respect to assets of plans having an aggregate value of at least
$200,000,000 that qualifies for the exemption in rule 203A-2(a);



(8) are a related adviser under rule 203A-2(b) 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;
If you check this box, complete Section 2.A.(8) of Schedule D.



(9) are a newly formed adviser relying on rule 203A-2(c) because you expect to be eligible for SEC
registration within 120 days;
If you check this box, complete Section 2.A.(9) of Schedule D.



(10) are a multi-state adviser that is required to register in 15 or more states and is relying on rule
203A-2(d);
If you check this box, complete Section 2.A.(10) of Schedule D.



(11) are an Internet adviser relying on rule 203A-2(e);



(12) have received an SEC order exempting you from the prohibition against registration with the
SEC;
If you check this box, complete Section 2.A.(12) of Schedule D.



(13) are no longer eligible to remain registered with the SEC.

SEC Reporting by Exempt Reporting Advisers
B. Complete this Item 2.B. only if you are reporting to the SEC as an exempt reporting adviser. Check all that
apply. You:


(1) qualify for the exemption from registration as an adviser solely to one or more venture capital
funds;

FORM ADV

Your Name_____________________
Date_____________________

Part 1A
Page 6 of 20

CRD Number_____________________
SEC 801- or 802 Number_____________________



(2) qualify for the exemption from registration because you act solely as an adviser to private funds
and have assets under management in the United States of less than $150 million;



(3) act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2)
because you have assets under management in the United States of $150 million or more.

If you check box (2) or (3), complete Section 2.B. of Schedule D.

State Securities Authority Notice Filings and State Reporting by Exempt
Reporting Advisers
C. 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. In addition,
exempt reporting advisers may be required to provide state securities authorities with a copy of reports and
any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to
the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to
the SEC. If this is an amendment to direct your notice filings or reports to additional state(s), check the
box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports
you submit to the SEC. If this is an amendment to your registration to stop your notice filings or reports
from going to state(s) that currently receive them, uncheck the 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 or reports from going to a state that
currently receives them and you do not want to pay that state’s notice filing or report filing fee for the
coming year, your amendment must be 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)  Limited Partnership (LP)
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? ______________________
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.

FORM ADV
Part 1A
Page 7 of 20

Item 4

Your Name_____________________
Date_____________________

CRD Number_____________________
SEC 801- or 802 Number_____________________

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 newly
formed advisers for completing this Item 5.

Employees
If you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A
and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, you should count that
employee in each of your responses to Items 5.B.(1), (2), (3), (4) and (5).

A. Approximately how many employees do you have? Include full- and part-time employees but do not
include any clerical workers.
_____________
B.
(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions
(including research)?
_____________
(2) Approximately how many of the employees reported in 5.A. are registered representatives of a brokerdealer?
_____________
(3) Approximately how many of the employees reported in 5.A. are registered with one or more state
securities authorities as investment adviser representatives?
_____________
(4) Approximately how many of the employees reported in 5.A. are registered with one or more state
securities authorities as investment adviser representatives for an investment adviser other than you?
_____________
(5) Approximately how many of the employees reported in 5.A. are licensed agents of an insurance
company or agency?
_____________

FORM ADV
Part 1A
Page 8 of 20

Your Name_____________________
Date_____________________

CRD Number_____________________
SEC 801- or 802 Number_____________________

(6) Approximately how many firms or other persons solicit advisory clients on your behalf?
_____________
In your response to Item 5.B.(6), 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
In your responses to Items 5.C. and 5.D. do not include as “clients” the investors in a private fund you advise,
unless you have a separate advisory relationship with those investors.
C. (1) To approximately how many clients did you provide investment advisory services during your most
recently completed fiscal year?
 0

 1-10

 11-25

 26-100

If more than 100, how many? ______

(round to the nearest 100)

(2) Approximately what percentage of your clients are non-United States persons? ______%
D. For purposes of this Item 5.D., the category “individuals” includes trusts, estates, and 401(k) plans and
IRAs of individuals and their family members, but does not include businesses organized as sole
proprietorships.
The category “business development companies” consists of companies that have made an election
pursuant to section 54 of the Investment Company Act of 1940. 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.(1)(d) and do not check any of the boxes in
response to Item 5.D.(2)(d).
(1) What types of clients do you have? Indicate the approximate percentage that each type of client
comprises of your total number of clients. If a client fits into more than one category, check all
that apply.

None
(a) Individuals (other than
high net worth individuals)
(b) High net worth individuals
(c) Banking or thrift institutions
(d) Investment companies
(e) Business development companies
(f) Pooled investment vehicles (other than
investment companies)
(g) Pension and profit sharing plans
(but not the plan participants)
(h) Charitable organizations
(i) Corporations or other businesses
not listed above
(j) State or municipal government entities
(k) Other investment advisers
(l) Insurance companies

Up to 11- 2610% 25% 50%

5175%

7699% 100%

















































































































FORM ADV
Part 1A
Page 9 of 20

Your Name_____________________
Date_____________________

(m) Other: ___________________________

CRD Number_____________________
SEC 801- or 802 Number_____________________















(2) Indicate the approximate amount of your regulatory assets under management (reported in Item 5.F.
below) attributable to each of the following type of client. If a client fits into more than one category,
check all that apply.
Up to
25%

Up to
50%

Up to
75%






















































































None
(a) Individuals (other than
high net worth individuals)
(b) High net worth individuals
(c) Banking or thrift institutions
(d) Investment companies
(e) Business development companies
(f) Pooled investment vehicles (other than
investment companies)
(g) Pension and profit sharing plans
(but not the plan participants)
(h) Charitable organizations
(i) Corporations or other businesses
not listed above
(j) State or municipal government entities
(k) Other investment advisers
(l) Insurance companies
(m) Other: ___________________________

>75%

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): __________________________________________________

Regulatory 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 regulatory assets under management and total number of accounts?
U.S. Dollar Amount
Discretionary:

(a) $______________.00

Total Number of Accounts
(d) ______________

FORM ADV
Part 1A
Page 10 of 20

Your Name_____________________
Date_____________________

Non-Discretionary:
Total:

CRD Number_____________________
SEC 801- or 802 Number_____________________

(b) $______________.00

(e) ______________

(c) $______________.00

(f) ______________

Part 1A Instruction 5.b. explains how to calculate your regulatory 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 (as well as “business development companies”
that have made an election pursuant to section 54 of the Investment Company Act of 1940)
(4) Portfolio management for pooled investment vehicles (other than investment companies)
(5) Portfolio management for businesses (other than small businesses) or institutional clients
(other than registered investment companies and other pooled investment vehicles)
(6) Pension consulting services
(7) Selection of other advisers (including private fund managers)
(8) Publication of periodicals or newsletters
(9) Security ratings or pricing services
(10) Market timing services
(11) Educational seminars/workshops
(12) 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, including as a subadviser. If
you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to
which you provide advice in Section 5.G. of Schedule D.
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)
In your responses to this Item 5.H., do not include as “clients” the investors in a private fund you advise, unless
you have a separate advisory relationship with those investors.
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).

FORM ADV
Part 1A
Page 11 of 20

J.

Your Name_____________________
Date_____________________

CRD Number_____________________
SEC 801- or 802 Number_____________________

In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only
with respect to limited types of investments?
 Yes
 No

Item 6

Other Business Activities

In this Item, we request information about your firm’s other business activities.
A. You are actively engaged in business as a (check all that apply):















(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from
registration)
(4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank)
(8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify): _____________________________________

If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B,
complete Section 6.A. of Schedule D.
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.(2) of Schedule D, and if you engage in this
business under a different name, provide that name.
(3) Do you sell products or provide services other than investment advice to your advisory clients?
 Yes
 No
If “yes,” describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this
business under a different name, provide that name.

Item 7

Financial Industry Affiliations and Private Fund Reporting

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.
A. This part of Item 7 requires you to provide information about you and your related persons, including
foreign affiliates. Your related persons are all of your advisory affiliates and any person that is under
common control with you.
You have a related person that is a (check all that apply):


(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered

FORM ADV
Part 1A
Page 12 of 20

















Your Name_____________________
Date_____________________

CRD Number_____________________
SEC 801- or 802 Number_____________________

or unregistered)
other investment adviser (including financial planners)
registered municipal advisor
registered security-based swap dealer
major security-based swap participant
commodity pool operator or commodity trading advisor (whether registered or exempt from
registration)
(7) futures commission merchant
(8) banking or thrift institution
(9) trust company
(10) accountant or accounting firm
(11) lawyer or law firm
(12) insurance company or agency
(13) pension consultant
(14) real estate broker or dealer
(15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled
investment vehicles
(16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
(2)
(3)
(4)
(5)
(6)

For each related person, including foreign affiliates that may not be registered or required to be registered
in the United States, complete Section 7.A. of Schedule D.
You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business
dealings with the related person in connection with advisory services you provide to your clients; (2) you
do not conduct shared operations with the related person; (3) you do not refer clients or business to the
related person, and the related person does not refer prospective clients or business to you; (4) you do not
share supervised persons or premises with the related person; and (5) you have no reason to believe that
your relationship with the related person otherwise creates a conflict of interest with your clients.
You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in
connection with advisory services you provide to your clients (other than any mutual fund transfer agent
pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be
operationally independent under rule 206(4)-2 of the Advisers Act.
B. Are you an adviser to any private fund? 

Yes



No

If “yes,” then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D,
except in certain circumstances described in the next sentence and in Instruction 6 of the Instructions to
Part 1A. If another adviser reports this information with respect to any such private fund in Section 7.B.(1)
of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of
Schedule D with respect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D.
In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in
your books and records in numerical or alphabetical code, or similar designation, pursuant to rule 2042(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or
designation in place of the fund’s name.

Item 8

Participation or Interest in Client Transactions

In this Item, we request information about your participation and interest in your clients’ transactions. This
information identifies additional areas in which conflicts of interest may occur between you and your clients.

FORM ADV
Part 1A
Page 13 of 20

Your Name_____________________
Date_____________________

CRD Number_____________________
SEC 801- or 802 Number_____________________

Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign
affiliates.
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?





D. If you answer “yes” to C.(3) above, are any of the brokers or dealers related persons?

Yes


No


E. Do you or any related person recommend brokers or dealers to clients?





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
Part 1A
Page 14 of 20

Your Name_____________________
Date_____________________

CRD Number_____________________
SEC 801- or 802 Number_____________________

F. If you answer “yes” to E above, are any of the brokers or dealers related persons?





G. (1) Do you or any related person receive research or other products or services
other than execution from a broker-dealer or a third party (“soft dollar benefits”) in
connection with client securities transactions?





(2) If “yes” to G.(1) above, are all the “soft dollar benefits” you or any
related persons receive eligible “research or brokerage services” under section
28(e) of the Securities Exchange Act of 1934?













H. Do you or any related person, directly or indirectly, compensate any person for
client referrals?
I.

Do you or any related person, directly or indirectly, receive compensation from any
person for client referrals?

In responding to Items 8.H and 8.I., consider all cash and non-cash compensation that you or a related
person gave to (in answering Item 8.H) or received from (in answering Item 8.I) 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 (other than clients that are investment
companies registered under the Investment Company Act of 1940) 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 has custody of client assets in connection with advisory services you provide to clients, 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 approximate 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 you are registering or registered with the SEC and you have custody solely because you deduct your
advisory fees directly from your clients’ accounts, do not include the amount of those assets and the
number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets
in connection with advisory services you provide to clients, 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).

FORM ADV
Part 1A
Page 15 of 20

Your Name_____________________
Date_____________________

CRD Number_____________________
SEC 801- or 802 Number_____________________

B. (1) In connection with advisory services you provide to clients, do any of your related persons have
custody of any of your advisory clients’:
Yes



(a) cash or bank accounts?
(b) securities?

No



You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).
(2) If you checked “yes” to Item 9.B.(1)(a) or (b), what is the approximate 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 in connection with advisory
services you provide to clients, 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. (If you checked Item
9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided
this information with respect to the private funds you advise in Section 7.B.(1) of Schedule D).
D. Do you or your related person(s) 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 person(s) act as qualified custodian(s)


If you checked “yes” to Item 9.D.(2), all related persons that act as qualified custodians (other than any
mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule
D, regardless of whether you have determined the related person to be operationally independent under
rule 206(4)-2 of the Advisers Act.
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: _______________

FORM ADV
Part 1A
Page 16 of 20

Your Name_____________________
Date_____________________

CRD Number_____________________
SEC 801- or 802 Number_____________________

F. If you or your related persons have custody of client funds or securities, how many persons, including, but
not limited to, you and your related persons, act as qualified custodians for your clients in connection with
advisory services you provide to clients? _____________

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 or report, 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 or report, you must complete
Schedule C.
A. 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.A. of Schedule D.
B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting
company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please complete Section 10.B.
of Schedule D.

Item 11 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 or if you are an exempt reporting adviser, 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.

Do any of the events below involve you or any of your supervised persons?

Yes


No


FORM ADV
Part 1A
Page 17 of 20

Your Name_____________________
Date_____________________

CRD Number_____________________
SEC 801- or 802 Number_____________________

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, or if you are reporting as an exempt reporting adviser,
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, or if you are reporting as an exempt reporting adviser,
you may limit your response to Item 11.B.(2) to charges that are currently pending.
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?





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:

FORM ADV
Part 1A
Page 18 of 20

Your Name_____________________
Date_____________________

CRD Number_____________________
SEC 801- or 802 Number_____________________

Yes

No

(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)?





(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?





F. 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?





E. Has any self-regulatory organization or commodities exchange ever:

For “yes” answers to the following questions, complete a Civil Judicial Action DRP:

H. (1) Has any domestic or foreign court:

FORM ADV
Part 1A
Page 19 of 20

Your Name_____________________
Date_____________________

CRD Number_____________________
SEC 801- or 802 Number_____________________

(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 regulatory 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.
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 regulatory assets under management
(calculated in response to Item 5.F.(2)(c) of Form ADV) $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?









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:
(1) controlled by or under common control with another investment adviser
that had regulatory assets under management (calculated in response to
Item 5.F.(2)(c) of Form ADV) 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

FORM ADV
Part 1A
Page 20 of 20

Your Name_____________________
Date_____________________

most recent fiscal year?

CRD Number_____________________
SEC 801- or 802 Number_____________________





FORM ADV
Schedule A

Your Name_____________________
Date_____________________

SEC File No._____________________
CRD No._____________________

Direct Owners and Executive Officers
1.

Complete Schedule A only if you are submitting an initial application or report. 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 if you are registered or applying for registration 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

Yes

No

B - 10% but less than 25%
C - 25% but less than 50%

Title or Status

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
Schedule B

Your Name_____________________
Date_____________________

SEC File No._____________________
CRD No._____________________

Indirect Owners
1.

Complete Schedule B only if you are submitting an initial application or report. 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 Which
Interest is Owned

Status

Date
Status
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
Schedule C

Your Name_____________________
Date_____________________

SEC File No._____________________
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:

NA - less than 5%
A - 5% but less than 10%
B - 10% but less than 25%

C - 25% but less than 50%
D - 50% but less than 75%
E - 75% or more

4. List below all changes to Schedule A (Direct Owners and Executive Officers):
FULL LEGAL NAME
DE/FE/I Type of
Title or
Date Title or
(Individuals: Last Name,
Amendment
Status
Status Acquired
First Name, Middle Name)
MM/YYYY

5. List below all changes to Schedule B (Indirect Owners):
FULL LEGAL NAME
DE/FE/I Type of
Title or
(Individuals: Last Name,
Amendment
Status
First Name, Middle Name)

Date Title or
Status Acquired
MM/YYYY

G - Other (general partner, trustee, or
elected member)

Ownership
Code

Control
Person
PR

Ownership
Code

Control
Person
PR

CRD No.
If None: S.S. No. and
Date of Birth, IRS Tax No.
or Employer ID No.

CRD No.
If None: S.S. No. and
Date of Birth, IRS Tax No.
or Employer ID No.

FORM ADV

Your Name_____________________
CRD Number_____________________
Schedule D
Date_____________________
SEC 801- or 802 Number_____________________
Page 1 of 14
--------------------------------------------------------------------------------------------------------------------------------------------------------------Certain items in Part 1A of Form ADV require additional information on Schedule D. Use this Schedule D 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
SECTION 1.B.

Other Business Names

List your other business names and the jurisdictions in which you use them. You must complete a separate Schedule D Section 1.B. 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 Section 1.F. for each location. If you are applying for SEC registration, if you are registered
only with the SEC, or if you are an exempt reporting adviser, list only the largest five offices (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. Website Addresses
List your website addresses. You must complete a separate Schedule D Section 1.I. for each website address.
Check only one box:

Add

Delete

Website Address: ________________________________________________
SECTION 1.L.

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 Section 1.L. 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_____________________
CRD Number_____________________
Schedule D
Date_____________________
SEC 801- or 802 Number_____________________
Page 2 of 14
--------------------------------------------------------------------------------------------------------------------------------------------------------------Certain items in Part 1A of Form ADV require additional information on Schedule D. Use this Schedule D 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
SECTION 1.M.

Registration with Foreign Financial Regulatory Authorities

List the name and country, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate
Schedule D Section 1.M. for each foreign financial regulatory authority with whom you are registered.
Check only one box:

Add

Delete

Name of Foreign Financial Regulatory Authority ______________________________________
Name of Country ________________________________________________________________________________________________________
SECTION 2.A.(8) Related Adviser
If you are relying on the exemption in rule 203A-2(b) 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 _____________________________
SEC Number of Registered Investment Adviser 801-___________________________
SECTION 2.A.(9) Newly Formed Adviser
If you are relying on rule 203A-2(c), 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.(10) Multi-State Adviser
If you are relying on rule 203A-2(d), 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 15 or more states to
register as an investment adviser with the state 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 15 states to register as an investment adviser with the state 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 15 states to register as an investment adviser with the state securities authorities in those
states.

FORM ADV

Your Name_____________________
CRD Number_____________________
Schedule D
Date_____________________
SEC 801- or 802 Number_____________________
Page 3 of 14
--------------------------------------------------------------------------------------------------------------------------------------------------------------Certain items in Part 1A of Form ADV require additional information on Schedule D. Use this Schedule D 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
SECTION 2.A.(12) 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-_______________

Date of order: _________________
(mm/dd/yyyy)

SECTION 2.B. Private Fund Assets
If you check Item 2.B.(2) or (3), what is the amount of the private fund assets that you manage? _____________.
NOTE: “Private fund assets” has the same meaning here as it has under rule 203(m)-1. If you are an investment adviser with its principal office and
place of business outside of the United States only include private fund assets that you manage at a place of business in the United States.
SECTION 4

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 Section 4 for each acquired firm. See Part 1A
Instruction 4.
Name of Acquired Firm _________________________________________________________
Acquired Firm’s SEC File No. (if any) 801- _____________________

Acquired Firm’s CRD Number (if any) _______________________

SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development Companies
If you check Item 5.G (3), what is the SEC file number (811 or 814 number) of each of the registered investment companies and business
development companies to which you act as an adviser pursuant to an advisory contract? You must complete a separate Schedule D Section 5.G.(3)
for each registered investment company and business development company to which you act as an adviser.
Check only one box:

Add

Delete

SEC File Number 811- or 814-______________
SECTION 5.I.(2)

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 Section 5.I.(2) 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 ________________________________________________________________________________________________________

FORM ADV

Your Name_____________________
CRD Number_____________________
Schedule D
Date_____________________
SEC 801- or 802 Number_____________________
Page 4 of 14
--------------------------------------------------------------------------------------------------------------------------------------------------------------Certain items in Part 1A of Form ADV require additional information on Schedule D. Use this Schedule D 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

SECTION 6.A.

Names of Your Other Businesses

If you are actively engaged in other business using a different name, provide that name and the other line(s) of business.
Add

Delete

Amend

Other Business Name: ___________________________________________________________
Other line(s) of business in which you engage using this name: (check all that apply)
















(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from
registration)
(4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank)
(8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify): _____________________________________

SECTION 6.B.(2) Description of Primary Business
Describe your primary business (not your investment advisory business):
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
If you engage in that business under a different name, provide that name:
_______________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________

SECTION 6.B.(3) Description of Other Products and Services
Describe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.2. above.
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
If you engage in that business under a different name, provide that name:
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________

SECTION 7.A.

Financial Industry Affiliations

Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.
Check only one box:

Add

Delete

Amend

FORM ADV

Your Name_____________________
CRD Number_____________________
Schedule D
Date_____________________
SEC 801- or 802 Number_____________________
Page 5 of 14
--------------------------------------------------------------------------------------------------------------------------------------------------------------Certain items in Part 1A of Form ADV require additional information on Schedule D. Use this Schedule D 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
1.

Legal Name of Related Person: ________________________________________________________________

2.

Primary Business Name of Related Person: ___________________________________________________________

3.

Related Person’s SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) __________________

4.

Related Person’s CRD Number (if any): ______________

5.

Related Person is: (check all that apply)








(a)
(b)
(c)
(d)
(e)
(f)











(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
(o)



(p)

broker-dealer, municipal securities dealer, or government securities broker or dealer
other investment adviser (including financial planners)
registered municipal advisor
registered security-based swap dealer
major security-based swap participant
commodity pool operator or commodity trading advisor (whether registered or exempt from
registration)
futures commission merchant
banking or thrift institution
trust company
accountant or accounting firm
lawyer or law firm
insurance company or agency
pension consultant
real estate broker or dealer
sponsor or syndicator of limited partnerships (or equivalent), excluding pooled
investment vehicles
sponsor, general partner, managing member (or equivalent) of pooled investment vehicles

6.

Do you control or are you controlled by the related person?

Yes

No

7.

Are you and the related person under common control?

Yes

No

8.

(a) Does the related person act as a qualified custodian for your clients in connection with advisory services
you provide to clients?
Yes

No

(b) If you are registering or registered with the SEC and you have answered “yes” to question 8.(a) above, have you overcome the
presumption that you are not operationally independent (pursuant to rule 206(4)-(2)(d)(5)) from the related person 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

(c) If you have answered “yes” to question 8.(a) above, provide 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)
9.

(a) If the related person is an investment adviser, is it exempt from registration?

Yes

No

Yes

No

(b) If the answer is yes, under what exemption? ______
10. (a) Is the related person registered with a foreign financial regulatory authority?

(b) If the answer is yes, list the name and country, in English, of each foreign financial regulatory authority with which the related person
is registered. _____________________________
11. Do you and the related person share any supervised persons?

Yes

No

FORM ADV

Your Name_____________________
CRD Number_____________________
Schedule D
Date_____________________
SEC 801- or 802 Number_____________________
Page 6 of 14
--------------------------------------------------------------------------------------------------------------------------------------------------------------Certain items in Part 1A of Form ADV require additional information on Schedule D. Use this Schedule D 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
12. Do you and the related person share the same physical location?

Yes

No

SECTION 7.B.(1) Private Fund Reporting
Check only one box:
A.

Add

Delete

Amend

PRIVATE FUND

Information About the Private Fund
1.

(a) Name of the private fund: ___________________
(b) Private fund identification number: ___________________

2.

Under the laws of what state or country is the private fund organized:

3.

Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
Check only one box:

Add

Delete

Amend

______________________
4.

The private fund (check all that apply; you must check at least one):
(1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of
1940
(2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of
1940

5.

List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
Check only one box:

Add

Delete

Amend

English Name of Foreign Financial Regulatory Authority _______________

6.

(a) Is this a “master fund” in a master-feeder arrangement?

Yes

Name of Country

_______________

No

(b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
Check only one box:
Add
________
________

Delete

Amend

(c) Is this a “feeder fund” in a master-feeder arrangement?

Yes

No

(d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
Check only one box:
Add
________
________

Delete

Amend

NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D,
Section 7.B.(1) for the master-feeder arrangement or reporting on the funds separately.

FORM ADV

Your Name_____________________
CRD Number_____________________
Schedule D
Date_____________________
SEC 801- or 802 Number_____________________
Page 7 of 14
--------------------------------------------------------------------------------------------------------------------------------------------------------------Certain items in Part 1A of Form ADV require additional information on Schedule D. Use this Schedule D 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
7.

If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1),
for each of the feeder funds answer the following questions:
Check only one box:

Add

Delete

Amend

(a) Name of the private fund: ___________
(b) Private fund identification number: ________________
(c) Under the laws of what state or country is the private fund organized:
(d) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
Check only one box:

Add

Delete

Amend

______________________
(e) The private fund (check all that apply; you must check at least one):
(1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company
Act of 1940
(2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company
Act of 1940
(f)

List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
Check only one box:

Add

Delete

Amend

English Name of Foreign Financial Regulatory Authority _______________

Name of Country

_______________

NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds (“feeder funds”) invest all or substantially all
of their assets in a single fund (“master fund”). A fund would also be a “feeder fund” investing in a “master fund” for purposes of this
question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a
single master fund.
8.

(a) Is this private fund a “fund of funds”?

Yes

No

(b) If yes, does the private fund invest in funds managed by you or by a related person?

Yes

No

NOTE: For purposes of this question only, answer “yes” if the fund invests 10 percent or more of its total assets in other pooled investment
vehicles, whether or not they are also private funds, or registered investment companies.
9.

During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
Company Act of 1940 (other than “money market funds,” to the extent provided in Instruction 6.e.)?
Yes
No

10. What type of fund is the private fund?
hedge fund

liquidity fund

private equity fund

real estate fund

securitized asset fund

venture capital fund

Other private fund: _____________
NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions of these fund types, please see Instruction 6
of the Instructions to Part 1A.
11. Current gross asset value of the private fund: $_____

FORM ADV

Your Name_____________________
CRD Number_____________________
Schedule D
Date_____________________
SEC 801- or 802 Number_____________________
Page 8 of 14
--------------------------------------------------------------------------------------------------------------------------------------------------------------Certain items in Part 1A of Form ADV require additional information on Schedule D. Use this Schedule D 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

Ownership
12. Minimum investment commitment required of an investor in the private fund: $_______________
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in
the organizational documents of the fund).
13. Approximate number of the private fund’s beneficial owners: ____
14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
_____ %
15. What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
_____ %
16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
_____ %

Your Advisory Services
17. (a) Are you a subadviser to this private fund?

Yes

No

(b) If the answer to question 17(a) is “yes,” provide the name and SEC file number, if any, of the adviser of the private fund. If the
answer to question 17(a) is “no,” leave this question blank. ______________
18. (a) Do any other investment advisers advise the private fund?

Yes

No

(b) If the answer to question 18(a) is “yes,” provide the name and SEC file number, if any, of the other advisers to the private fund. If the
answer to question 18(a) is “no,” leave this question blank.
Check only one box:

Add

Delete

______________

______________

Amend

19. Are your clients solicited to invest in the private fund?

Yes

No

20. Approximately what percentage of your clients has invested in the private fund? ______%
Private Offering
21. Does the private fund rely on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
Yes
No
22. If yes, provide the private fund’s Form D file number (if any):
Check only one box:
021-

Add

Delete

Amend

FORM ADV

Your Name_____________________
CRD Number_____________________
Schedule D
Date_____________________
SEC 801- or 802 Number_____________________
Page 9 of 14
--------------------------------------------------------------------------------------------------------------------------------------------------------------Certain items in Part 1A of Form ADV require additional information on Schedule D. Use this Schedule D 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
B.

SERVICE PROVIDERS
Check this box if you are filing this Form ADV through the IARD system and want the IARD system to create a new Schedule D, Section
7.B.(1) with the same service provider information you have given here in Questions 23 - 28 for a new private fund for which you are required
to complete Section 7.B.(1) If you check the box, the system will pre-fill those fields for you, but you will be able to manually edit the
information after it is pre-filled and before you submit your filing.

Auditors
23. (a) (1) Are the private fund’s financial statements subject to an annual audit?

Yes

No

(2) Are the financial statements prepared in accordance with U.S. GAAP?

Yes

No

If the answer to 23(a)(1) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one auditing firm,
you must complete questions (b) through (f) separately for each auditing firm.
Check only one box:

Add

Delete

Amend

(b) Name of the auditing firm: ______________________________________________________
(c) The location of the auditing firm’s office responsible for the private fund’s audit (city, state and country): _________________
(d) Is the auditing firm an independent public accountant?

Yes

No

(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?

Yes

No

(f)

If “yes” to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in
accordance with its rules?
Yes
No

(g) Are the private fund’s audited financial statements distributed to the private fund’s investors?
(h) Does the report prepared by the auditing firm contain an unqualified opinion?

Yes

Yes
No

No
Report Not Yet Received

If you check “Report Not Yet Received,” you must promptly file an amendment to your Form ADV to update your response when the report is
available.

Prime Broker
24. (a) Does the private fund use one or more prime brokers?

Yes

No

If the answer to 24(a) is “yes,” respond to questions (b) through (e) below for each prime broker the private fund uses. If the private
fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.
Check only one box:

Add

Delete

Amend

(b) Name of the prime broker: __________
(c) If the prime broker is registered with the SEC, its registration number: 8-_____________
(d) Location of prime broker’s office used principally by the private fund (city, state and country):
________________________________
(e) Does this prime broker act as custodian for some or all of the private fund’s assets?

Yes

No

Custodian
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?

Yes

No

If the answer to 25(a) is “yes,” respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund
uses more than one custodian, you must complete questions (b) through (f) separately for each custodian.

FORM ADV

Your Name_____________________
CRD Number_____________________
Schedule D
Date_____________________
SEC 801- or 802 Number_____________________
Page 10 of 14
--------------------------------------------------------------------------------------------------------------------------------------------------------------Certain items in Part 1A of Form ADV require additional information on Schedule D. Use this Schedule D 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
Check only one box:

Add

Delete

Amend

(b) Legal name of custodian: _________________________________
(c) Primary business name of custodian: _________________________________
(d) The location of the custodian’s office responsible for custody of the private fund’s assets (city, state and country): ______________
(e) Is the custodian a related person of your firm?
(f)

Yes

No

If the custodian is a broker-dealer, provide its SEC registration number (if any) 8-_______________

Administrator
26. (a) Does the private fund use an administrator other than your firm?

Yes

No

If the answer to 26(a) is “yes,” respond to questions (b) through (f) below. If the private fund uses more than one administrator, you
must complete questions (b) through (f) separately for each administrator.
Check only one box:

Add

Delete

Amend

(b) Name of administrator: _________________________________
(c) Location of administrator (city, state and country): ____________________________________
(d) Is the administrator a related person of your firm?

Yes

No

(e) Does the administrator prepare and send investor account statements to the private fund’s investors?
Yes (provided to all investors)
(f)

Some (provided to some but not all investors)

No (provided to no investors)

If the answer to 26(e) is “no” or “some,” who sends the investor account statements to the (rest of the) private fund’s investors? If
investor account statements are not sent to the (rest of the) private fund’s investors, respond “not applicable.”
__________________________________________.

27. During your last fiscal year, what percentage of the private fund’s assets (by value) was valued by a person, such as an administrator, that
is not your related person?
_____________%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any
relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations
(including allocations) was the valuation determined by such person.
Marketers
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?

Yes

No

You must answer “yes” whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or
similar person. If the answer to 28(a) is “yes”, respond to questions (b) through (g) below for each such marketer the private fund uses. If
the private fund uses more than one marketer, you must complete questions (b) through (g) separately for each marketer.
Check only one box:

Add

Delete

Amend

FORM ADV

Your Name_____________________
CRD Number_____________________
Schedule D
Date_____________________
SEC 801- or 802 Number_____________________
Page 11 of 14
--------------------------------------------------------------------------------------------------------------------------------------------------------------Certain items in Part 1A of Form ADV require additional information on Schedule D. Use this Schedule D 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
(b) Is the marketer a related person of your firm?

Yes

No

(c) Name of the marketer: ______________________________________
(d) If the marketer is registered with the SEC, its file number (e.g., 801-, 8-, or 866-): ____________ and
CRD Number (if any) _____________
(e) Location of the marketer’s office used principally by the private fund (city, state and country):
__________________________________
(f)

Does the marketer market the private fund through one or more websites?

Yes

No

(g) If the answer to 28(f) is “yes,” list the website address(es): ___________

SECTION 7.B.(2) Private Fund Reporting
(1) Name of the private fund _______________________
(2) Private fund identification number ____________
(3) Name and SEC File number of adviser that provides information about this private fund in Section 7.B.(1) of Schedule D of its Form ADV
filing __________________________, 801- ____________
or 802-______________
(4) Are your clients solicited to invest in this private fund?

Yes

No

In answering this question, disregard feeder funds’ investment in a master fund. For purposes of this question, in a master-feeder
arrangement, one or more funds (“feeder funds”) invest all or substantially all of their assets in a single fund (“master fund”). A fund
would also be a “feeder fund” investing in a “master fund” for purposes of this question if it issued multiple classes (or series) of shares or
interests, and each class (or series) invests substantially all of its assets in a single master 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 Section 9.C. 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
(5) The independent public accountant is engaged to:

FORM ADV

Your Name_____________________
CRD Number_____________________
Schedule D
Date_____________________
SEC 801- or 802 Number_____________________
Page 12 of 14
--------------------------------------------------------------------------------------------------------------------------------------------------------------Certain items in Part 1A of Form ADV require additional information on Schedule D. Use this Schedule D 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
A.
B.
C.

audit a pooled investment vehicle
perform a surprise examination of clients’ assets
prepare an internal control report

(6) Does any report prepared by the independent public accountant that audited the pooled investment vehicle or that examined internal controls
contain an unqualified opinion?
Yes
No
Report Not Yet Received
If you check “Report Not Yet Received,” you must promptly file an amendment to your Form ADV to update your response when the
accountant’s report is available.
SECTION 10.A.

Control Persons

You must complete a separate Schedule D Section 10.A. 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

(1) Firm or Organization Name
______________________________________________________________________________________________
(2) CRD Number (if any) _______________________

Effective Date _________________
mm/dd/yyyy

Termination Date _________________
mm/dd/yyyy

(3) Business Address:
_____________________________________________________________________________________________________________________
(number and street)
_____________________________________________________________________________________________________________________
(city)
(state/country)
(zip+4/postal code)
If this address is a private residence, check this box:
(4) Individual Name (if applicable) (Last, First, Middle)
___________________________________________________________________________
(5) CRD Number (if any) _______________________

Effective Date _________________
mm/dd/yyyy

Termination Date _________________
mm/dd/yyyy

(6) Business Address:
_____________________________________________________________________________________________________________________
(number and street)
_____________________________________________________________________________________________________________________
(city)
(state/country)
(zip+4/postal code)
If this address is a private residence, check this box:
(7) Briefly describe the nature of the control:
___________________________________________________________________________________
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________

SECTION 10.B.

Control Person Public Reporting Companies

If any person named in Schedules A, B, or C, or in Section 10 A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the
Securities Exchange Act of 1934 , please provide the following information (you must complete a separate Schedule D Section 10.B. for each public
reporting company):

FORM ADV

Your Name_____________________
CRD Number_____________________
Schedule D
Date_____________________
SEC 801- or 802 Number_____________________
Page 13 of 14
--------------------------------------------------------------------------------------------------------------------------------------------------------------Certain items in Part 1A of Form ADV require additional information on Schedule D. Use this Schedule D 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
(1) Full legal name of the public reporting company: ___________________________________________________
(2) The public reporting company’s CIK number (Central Index Key number that the SEC assigns to each reporting company):
______________________________

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.



This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry
mistake. Explain the circumstances:
_______________________________________________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________

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 (MM-11)
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.

__________________________________________________________________________________________________
__________________________________________________________________________________________________
__________________________________________________________________________________________________
__________________________________________________________________________________________________
__________________________________________________________________________________________________
__________________________________________________________________________________________________

(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  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.

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry
mistake. Explain the circumstances:
______________________________________________________________________________________________
______________________________________________________________________________________________

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 (MM-11)
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.

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry
mistake. Explain the circumstances:
_______________________________________________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________

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 (MM-11)
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  Explanation

10. If pending, date notice/process was served (MM/DD/YYYY):

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).
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________

APPENDIX E

FORM ADV (Paper Version)
UNIFORM APPLICATION FOR INVESTMENT ADVISER
REGISTRATION
AND
REPORT BY EXEMPT REPORTING ADVISERS
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 submission of Form ADV to the SEC and all amendments.

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 (MM-11)
File 4 of 4

APPENDIX E

FORM ADV (Paper Version)
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
AND
REPORT BY EXEMPT REPORTING ADVISERS
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: _____________________

APPENDIX E

FORM ADV (Paper Version)
UNIFORM APPLICATION FOR INVESTMENT ADVISER
REGISTRATION
AND
REPORT BY EXEMPT REPORTING ADVISERS
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 submission of Form ADV to the SEC and all amendments.

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: _____________________