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

Transcription

1 APPENDIX A FORM ADV (Paper Versin) UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT FORM BY EXEMPT REPORTING ADVISERS Frm ADV: General Instructins Read these instructins carefully befre filing Frm ADV. Failure t fllw these instructins, prperly cmplete the frm, r pay all required fees may result in yur applicatin r reprt being delayed r rejected. In these instructins and in Frm ADV, yu means the investment adviser (i.e., the advisry firm). If yu are a separately identifiable department r divisin (SID) f a bank, yu means the SID, rather than yur bank, unless the instructins r the frm prvide therwise. Terms that appear in italics are defined in the Glssary f Terms t Frm ADV. Special One-Time Ddd-Frank Transitin Filing fr SEC-Registered Advisers: Frm ADV amendment: If yu are a mid-sized adviser registered with us n July 21, 2011 yu must maintain yur SEC registratin and cmply with the Advisers Act until January 1, 2012, unless yu file a full withdrawal n Frm ADV-W t withdraw frm registratin in all f the jurisdictins with which yu are registered (r have an applicatin fr registratin pending). See Advisers Act sectins 203 and 203A(a)(2); SEC rule 203A-5(a). Fr example, yu may file Frm ADV-W and withdraw yur registratin with us and any state securities authrities befre January 1, 2012 because yu are exempt frm registratin under sectin 203 f the Act and state securities laws r are n lnger in business, but yu may nt switch t state registratin until after January 1, If yu are registered r have an applicatin fr registratin pending with the SEC n January 1, 2012, yu must file an amendment t Frm ADV n later than March 30, File an annual updating amendment if yur annual amendment is due during this perid, r file an ther-than-annual amendment. See SEC rule Yu must update yur respnses t all items and crrespnding sectins f Schedules A, B, C and D, including the reprting f yur regulatry assets under management determined within 90 days f the filing. See SEC rule 203A- 5(b). If yu are n lnger eligible fr Cmmissin registratin, yu must mark Item 2.A.(13) f Frm ADV, Part 1A. Yu shuld amend yur brchure if any infrmatin has becme materially inaccurate. See Frm ADV, Part 2A, Instructins 4 and 6. Frm ADV-W filing: If yu are n lnger eligible fr Cmmissin registratin, yu must withdraw yur Cmmissin registratin by filing Frm ADV-W n later than June 28, See SEC rule 203A-5(c)(1). Yu shuld cnsult state law r

2 Frm ADV: General Instructins Page 2 the state securities authrity fr the states in which yu are ding business as sn as pssible t determine if yu are required t register in these states and t begin the registratin prcess. See General Instructin 1. Until yu file yur Frm ADV-W with the SEC, yu will remain subject t SEC regulatin, and yu als will be subject t regulatin in any states where yu register. See SEC rule 203A-1(b)(2). Failure t amend yur Frm ADV r file Frm ADV-W, as required by this instructin, is a vilatin f SEC rules and culd lead t yur registratin being revked. 1. Where can I get mre infrmatin n Frm ADV, electrnic filing, and the IARD? The SEC prvides infrmatin abut its rules and the Advisers Act n its website: < NASAA prvides infrmatin abut state investment adviser laws and state rules, and hw t cntact a state securities authrity, n its website: < FINRA prvides infrmatin abut the IARD and electrnic filing n the IARD website: < 2. What is Frm ADV used fr? Investment advisers use Frm ADV t: Register with the Securities and Exchange Cmmissin Register with ne r mre state securities authrities Amend thse registratins; Reprt t the SEC as an exempt reprting adviser Reprt t ne r mre state securities authrities as an exempt reprting adviser Amend thse reprts; and Submit a final reprt as an exempt reprting rting adviser 3. Hw is Frm ADV rganized? Frm ADV cntains fur parts: Part 1A asks a number f questins abut yu, yur business practices, the persns wh wn and cntrl yu, and the persns wh prvide investment advice n yur behalf. All advisers registering with the SEC r any f the state securities authrities must cmplete Part 1A. Exempt reprting advisers (that are nt als registering with any state securities authrity) must cmplete nly the fllwing Items f Part 1A: 1, 2, 3, 6, 7, 10, and 11, as well as crrespnding schedules. Exempt reprting advisers that are registering with any state securities authrity must cmplete all f Frm ADV.

3 Frm ADV: General Instructins Page 3 Part 1A als cntains several supplemental schedules. The items f Part 1A let yu knw which schedules yu must cmplete. Schedule A asks fr infrmatin abut yur direct wners and executive fficers. Schedule B asks fr infrmatin abut yur indirect wners. Schedule C is used by paper filers t update the infrmatin required by Schedules A and B (see Instructin 16). Schedule D asks fr additinal infrmatin fr certain items in Part 1A. Disclsure Reprting Pages (r DRPs) are schedules that ask fr details abut disciplinary events invlving yu r yur advisry affiliates. Part 1B asks additinal questins required by state securities authrities. Part 1B cntains three additinal DRPs. If yu are applying fr SEC registratin r are registered nly with the SEC, yu d nt have t cmplete Part 1B. (If yu are filing electrnically and yu d nt have t cmplete Part 1B, yu will nt see Part 1B.) Part 2A requires advisers t create narrative brchures cntaining infrmatin abut the advisry firm. The requirements in Part 2A apply t all investment advisers registered with r applying fr registratin with the SEC, but d nt apply t exempt reprting advisers. Part 2B requires advisers t create brchure supplements cntaining infrmatin abut certain supervised persns. The requirements in Part 2B apply t all investment advisers registered with r applying fr registratin with the SEC, but d nt apply t exempt reprting advisers. 4. When am I required t update my Frm ADV? SEC- and State-Registered Advisers: Annual updating amendments: Yu must amend yur Frm ADV each year by filing an annual updating amendment within 90 days after the end f yur fiscal year. When yu submit yur annual updating amendment, yu must update yur respnses t all items, including crrespnding sectins f Schedules A, B, C, and D. Yu must submit yur summary f material changes required by Item 2 f Part 2A either in the brchure (cver page r the page immediately thereafter) r as an exhibit t yur brchure. Other-than-annual amendments: In additin t yur annual updating amendment, if yu are registered with the SEC r a state securities authrity, yu must amend yur Frm ADV, including crrespnding sectins f Schedules A, B, C, and D, by filing additinal amendments (ther-than-annual amendments) prmptly if: infrmatin yu prvided in respnse t Items 1, 3, 9 (except 9.A.(2), 9.B.(2), 9.E., and 9.F.), r 11 f Part 1A r Items 1, 2.A. thrugh 2.F., r 2.I. f Part 1B becmes inaccurate in any way;

4 Frm ADV: General Instructins Page 4 infrmatin yu prvided in respnse t Items 4, 8, r 10 f Part 1A r Item 2.G. f Part 1B becmes materially inaccurate; r infrmatin yu prvided in yur brchure becmes materially inaccurate (see nte belw fr exceptins) Ntes: Part 1: If yu are submitting an ther-than-annual amendment, yu are nt required t update yur respnses t Items 2, 5, 6, 7, 9.A.(2), 9.B.(2), 9.E., 9.F., r 12 f Part 1A r Items 2.H. r 2.J. f Part 1B even if yur respnses t thse items have becme inaccurate. Exempt reprting advisers: Part 2: Yu must amend yur brchure supplements (see Frm ADV, Part 2B) prmptly if any infrmatin in them becmes materially inaccurate. If yu are submitting an ther-than-annual amendment t yur brchure, yu are nt required t update yur summary f material changes as required by Item 2. Yu are nt required t update yur brchure between annual amendments slely because the amunt f client assets yu manage has changed r because yur fee schedule has changed. Hwever, if yu are updating yur brchure fr a separate reasn in between annual amendments, and the amunt f client assets yu manage listed in respnse t Item 4.E r yur fee schedule listed in respnse t Item 5.A has becme materially inaccurate, yu shuld update that item(s) as part f the interim amendment. If yu are an SEC-registered adviser, yu are required t file yur brchure amendments electrnically thrugh IARD. Yu are nt required t file amendments t yur brchure supplements with the SEC, but yu must maintain a cpy f them in yur files. If yu are a state-registered adviser, yu are required t file yur brchure amendments and brchure supplement amendments with the apprpriate state securities authrities thrugh IARD. Annual Updating Amendments: Yu must amend yur Frm ADV each year by filing an annual updating amendment within 90 days after the end f yur fiscal year. When yu submit yur annual updating amendment, yu must update yur respnses t all required items, including crrespnding sectins f Schedules A, B, C and D. Other-than-Annual Amendments: In additin t yur annual updating amendment, yu must amend yur Frm ADV by filing additinal amendments (ther-than-annual amendments) prmptly if: infrmatin yu prvided in respnse t Items 1, 3, r 11 becmes inaccurate in any way; r

5 Frm ADV: General Instructins Page 5 infrmatin yu prvided in respnse t Item 10 becmes materially inaccurate. Failure t update yur Frm ADV, as required by this instructin, is a vilatin f SEC rules r similar state rules and culd lead t yur registratin being revked. 5. Part 2 f Frm ADV was amended recently. When d I have t cmply with the new requirements? If yu are applying fr registratin with the SEC: As f January 1, 2011, every applicatin fr registratin must include a narrative brchure prepared in accrdance with the requirements f (amended) Part 2A f Frm ADV. See SEC rule The SEC will n lnger accept any applicatin that des nt include a brchure(s) that satisfies the requirements f (amended) Part 2 f Frm ADV. If yu already are registered with the SEC: Until yu file yur first annual updating amendment fr yur fiscal year that ended n r after December 31, 2010, yu may (but are nt required t) submit a narrative brchure that meets the requirements f (amended) Part 2A f Frm ADV. If yu d nt d this, yu must cntinue t cmply with the requirements fr preparing, delivering, and ffering ld Part II f Frm ADV. Yur first annual updating amendment must cntain a narrative brchure that meets the requirements f (amended) Part 2A f Frm ADV. Nte: Until yu are required t meet the requirements f (amended) Part 2, yu can satisfy the requirements related t ld Part II by updating the infrmatin in yur ld Part II whenever it becmes materially inaccurate. Yu must deliver ld Part II r a brchure cntaining at least the infrmatin cntained in ld Part II t prspective clients and annually ffer it t current clients. Yu are nt required t file ld Part II with the SEC, but yu must keep a cpy in yur files, and prvide it t the SEC staff upn request. If yu are applying fr registratin r are registered with ne r mre state securities authrities, cntact the apprpriate state securities authrities r check < fr mre infrmatin abut the implementatin deadline fr the amended Part Where d I sign my Frm ADV applicatin r amendment? Yu must sign the apprpriate Executin Page. There are three Executin Pages at the end f the frm. Yur initial applicatin, yur initial reprt (in the case f an exempt reprting adviser), and all amendments t Frm ADV must include at least ne Executin Page. If yu are applying fr r are amending yur SEC registratin, r if yu are reprting as an exempt reprting adviser r amending yur reprt, yu must sign and submit either a: Dmestic Investment Adviser Executin Page, if yu (the advisry firm) are a resident f the United States; r

6 Frm ADV: General Instructins Page 6 Nn-Resident Investment Adviser Executin Page, if yu (the advisry firm) are nt a resident f the United States. If yu are applying fr r are amending yur registratin with a state securities authrity, yu must sign and submit the State-Registered Investment Adviser Executin Page. 7. Wh must sign my Frm ADV r amendment? The individual wh signs the frm depends upn yur frm f rganizatin: Fr a sle prprietrship, the sle prprietr. Fr a partnership, a general partner. Fr a crpratin, an authrized principal fficer. Fr a separately identifiable department r divisin (SID) f a bank, a principal fficer f yur bank wh is directly engaged in the management, directin, r supervisin f yur investment advisry activities. Fr all thers, an authrized individual wh participates in managing r directing yur affairs. The signature des nt have t be ntarized, and in the case f an electrnic filing, shuld be a typed name. 8. Hw d I file my Frm ADV? Cmplete Frm ADV electrnically using the Investment Adviser Registratin Depsitry (IARD) if: Yu are filing with the SEC (and submitting ntice filings t any f the state securities authrities), r Yu are filing with a state securities authrity that requires r permits advisers t submit Frm ADV thrugh the IARD. Nte: SEC rules require advisers that are registered r applying fr registratin with the SEC, r that are reprting t the SEC as an exempt reprting adviser, t file electrnically thrugh the IARD system. See SEC rules and T file electrnically, g t the IARD website (< which cntains detailed instructins fr advisers t fllw when filing thrugh the IARD. Cmplete Frm ADV (Paper Versin) n paper if: Yu are filing with the SEC r a state securities authrity that requires electrnic filing, but yu have been granted a cntinuing hardship exemptin. Hardship exemptins are described in Instructin 17.

7 Frm ADV: General Instructins Page 7 Yu are filing with a state securities authrity that permits (but des nt require) electrnic filing and yu d nt file electrnically. 9. Hw d I get started filing electrnically? First, btain a cpy f the IARD Entitlement Package frm the fllwing website: < Secnd, request access t the IARD system fr yur firm by cmpleting and submitting the IARD Entitlement Package. The IARD Entitlement Package must be submitted n paper. Mail the frms t: FINRA Entitlement Grup, P.O. Bx 9495, Gaithersburg, MD When FINRA receives yur Entitlement Package, they will assign a CRD number (identificatin number fr yur firm) and a user I.D. cde and passwrd (identificatin number and system passwrd fr the individual(s) wh will submit Frm ADV filings fr yur firm). Yur firm may request an I.D. cde and passwrd fr mre than ne individual. FINRA als will create a financial accunt fr yu frm which the IARD will deduct filing fees and any state fees yu are required t pay. If yu already have a CRD accunt with FINRA, it will als serve as yur IARD accunt; a separate accunt will nt be established. Once yu receive yur CRD number, user I.D. cde and passwrd, and yu have funded yur accunt, yu are ready t file electrnically. Questins regarding the Entitlement Prcess shuld be addressed t FINRA at If I am applying fr registratin with the SEC, r amending my SEC registratin, hw d I make ntice filings with the state securities authrities? If yu are applying fr registratin with the SEC r are amending yur SEC registratin, ne r mre state securities authrities may require yu t prvide them with cpies f yur SEC filings. We call these filings ntice filings. Yur ntice filings will be sent electrnically t the states that yu check n Item 2.C. f Part 1A. The state securities authrities t which yu send ntice filings may charge fees, which will be deducted frm the accunt yu establish with FINRA. T determine which state securities authrities require SECregistered advisers t submit ntice filings and t pay fees, cnsult the relevant state investment adviser law r state securities authrity. See General Instructin 1. If yu are granted a cntinuing hardship exemptin t file Frm ADV n paper, FINRA will enter yur filing int the IARD and yur ntice filings will be sent electrnically t the state securities authrities that yu check n Item 2.C. f Part 1A. 11. I am registered with a state. When must I switch t SEC registratin? If at the time f yur annual updating amendment yu meet at least ne f the requirements fr SEC registratin in Item 2.A.(1) t (12) f Part 1A, yu must register with the SEC within 90 days after yu file the annual updating amendment. Once yu register with the SEC, yu are

8 Frm ADV: General Instructins Page 8 subject t SEC regulatin, regardless f whether yu remain registered with ne r mre states. See SEC rule 203A-1(b)(2). Each f yur investment adviser representatives, hwever, may be subject t registratin in thse states in which the representative has a place f business. See Advisers Act sectin 203A(b)(1); SEC rule 203A-3(a). Fr additinal infrmatin, cnsult the investment adviser laws r the state securities authrity fr the particular state in which yu are ding business. See General Instructin I am registered with the SEC. When must I switch t registratin with a state securities authrity? If yu check bx 13 in Item 2.A. f Part 1A t reprt n yur annual updating amendment that yu are n lnger eligible t register with the SEC, yu must withdraw frm SEC registratin within 180 days after the end f yur fiscal year by filing Frm ADV-W. See SEC rule 203A-1(b)(2). Yu shuld cnsult state law r the state securities authrity fr the states in which yu are ding business t determine if yu are required t register in these states. See General Instructin 1. Until yu file yur Frm ADV-W with the SEC, yu will remain subject t SEC regulatin, and yu als will be subject t regulatin in any states where yu register. See SEC rule 203A-1(b)(2). 13. I am an exempt reprting adviser. When must I submit my first reprt n Frm ADV? All exempt reprting advisers: Yu must submit yur initial Frm ADV filing within 60 days f relying n the exemptin frm registratin under either sectin 203(l) f the Advisers Act as an adviser slely t ne r mre venture capital funds r sectin 203(m) f the Advisers Act because yu act slely as an adviser t private funds and have assets under management in the United States f less than $150 millin. Additinal instructin fr advisers switching frm being registered t being exempt reprting advisers: If yu are currently registered as an investment adviser (r have an applicatin fr registratin pending) with the SEC r with a state securities authrity, t, yu must file a Frm ADV-W t withdraw frm registratin in the jurisdictins where yu are switching. Yu must submit the Frm ADV-W befre submitting yur first reprt as an exempt reprting adviser. 14. I am an exempt reprting adviser. Is it pssible that I might be required t als register with r submit a reprt t a state securities authrity? Yes, yu may be required t register with r submit a reprt t ne r mre state securities authrities. If yu are required t register with ne r mre state securities authrities, yu must cmplete all f Frm ADV. See General Instructin 3. If yu are required t submit a reprt t ne r mre state securities authrities, check the bx(es) in Item 2.C. f Part 1A next t the state(s) yu wuld like t receive the reprt. Each f yur investment adviser representatives may als be subject t registratin requirements. Fr additinal infrmatin

9 Frm ADV: General Instructins Page 9 abut the requirements that may apply t yu, cnsult the investment adviser laws r the state securities authrity fr the particular state in which yu are ding business. See General Instructin What d I d if I n lnger meet the definitin f an exempt reprting adviser? Advisers Switching t SEC Registratin: Yu may n lnger be an exempt reprting adviser and may be required t register with the SEC if yu wish t cntinue ding business as an investment adviser. Fr example, yu may be relying n sectin 203(l) and wish t accept a client that is nt a venture capital fund as defined in SEC rule 203(l)-1, r yu may have been relying n SEC rule 203(m)-1 and reprted in Sectin 2.B. f Schedule D t yur annual updating amendment that yu have private fund assets f $150 millin r mre. If yu are relying n sectin 203(l), unless yu qualify fr anther exemptin, yu wuld vilate the Advisers Act s registratin requirement if yu accept a client that is nt a venture capital fund as defined in SEC rule 203(l)-1 befre the SEC apprves yur applicatin fr registratin. Yu must submit yur final reprt as an exempt reprting adviser and apply fr SEC registratin in the same filing. If yu were relying n SEC rule 203(m)-1 and yu reprted in Sectin 2.B. f Schedule D t yur annual updating amendment that yu have private fund assets f $150 millin r mre, yu must register with the SEC unless yu qualify fr anther exemptin. If yu have cmplied with all SEC reprting requirements applicable t an exempt reprting adviser as such, yu have up t 90 days after filing yur annual updating amendment t apply fr SEC registratin, and yu may cntinue ding business as a private fund adviser during this time. Yu must submit yur final reprt as an exempt reprting adviser and apply fr SEC registratin in the same filing. Unless yu qualify fr anther exemptin, yu wuld vilate the Advisers Act s registratin requirement if yu accept a client that is nt a private fund during this transitin perid befre the SEC apprves yur applicatin fr registratin, and yu must cmply with all SEC reprting requirements applicable t an exempt reprting adviser as such during this 90-day transitin perid. If yu have nt cmplied with all SEC reprting requirements applicable t an exempt reprting adviser as such, this 90-day transitin perid is nt available t yu. Therefre, if the transitin perid is nt available t yu, and yu d nt qualify fr anther exemptin, yur applicatin fr registratin must be apprved by the SEC befre yu meet r exceed SEC rule 203(m)-1 s $150 millin asset threshld.

10 Frm ADV: General Instructins Page 10 Yu will be deemed in cmpliance with the Frm ADV filing and reprting requirements until the SEC apprves r denies yur applicatin. If yur applicatin is apprved, yu will be able t cntinue business as a registered adviser. If yu register with the SEC, yu may be subject t state ntice filing requirements. T determine these requirements, cnsult the investment adviser laws r the state securities authrity fr the particular state in which yu are ding business. See General Instructin 1. Nte: If yu are relying n SEC rule 203(m)-1 and yu accept a client that is nt a private fund, yu will lse the exemptin prvided by SEC rule 203(m)-1 immediately. T avid this result, yu shuld apply fr SEC registratin in advance s that the SEC has apprved yur registratin befre yu accept a client that is nt a private fund. The 90-day transitin perid described abve als applies t investment advisers with their principal ffices and places f business utside f the United States with respect t their clients wh are United States persns (e.g., the adviser wuld nt be eligible fr the 90-day transitin perid if it accepted a client that is a United States persn and is nt a private fund). Advisers Nt Switching t SEC Registratin: Yu may n lnger be an exempt reprting adviser but may nt be required t register with the SEC r may be prhibited frm ding s. Fr example, yu may cease t d business as an investment adviser, becme eligible fr an exemptin that des nt require reprting, r be ineligible fr SEC registratin. In this case, yu must submit a final reprt as an exempt reprting adviser t update nly Item 1 f Part 1A f Frm ADV. Yu may be subject t state registratin requirements. T determine these requirements, cnsult the investment adviser laws r the state securities authrity fr the particular state in which yu are ding business. See General Instructin Are there filing fees? Yes. These fees g t supprt and maintain the IARD. The IARD filing fees are in additin t any registratin r ther fee that may be required by state law. Yu must pay an IARD filing fee fr yur initial applicatin, yur initial reprt, and each annual updating amendment. There is n filing fee fr an ther-than-annual amendment, a final reprt as an exempt reprting adviser, r Frm ADV-W. The IARD filing fee schedule is published at < < and < If yu are submitting a paper filing under a cntinuing hardship exemptin (see Instructin 17), yu are required t pay an additinal fee. The amunt f the additinal fee depends n whether yu are filing Frm ADV r Frm ADV-W. (There is n additinal fee fr filings

11 Frm ADV: General Instructins Page 11 made n Frm ADV-W.) The hardship filing fee schedule is available by cntacting FINRA at What if I am nt able t file electrnically? If yu are required t file electrnically but cannt d s, yu may be eligible fr ne f tw types f hardship exemptins frm the electrnic filing requirements. A temprary hardship exemptin is available if yu file electrnically, but yu encunter unexpected difficulties that prevent yu frm making a timely filing with the IARD, such as a cmputer malfunctin r electrical utage. This exemptin des nt permit yu t file n paper; instead, it extends the deadline fr an electrnic filing fr seven business days. See SEC rules 203-3(a) and 204-4(e). A cntinuing hardship exemptin may be granted if yu are a small business and yu can demnstrate that filing electrnically wuld impse an undue hardship. Yu are a small business, and may be eligible fr a cntinuing hardship exemptin, if yu are required t answer Item 12 f Part 1A (because yu have assets under management f less than $25 millin) and yu are able t respnd n t each questin in Item 12. See SEC rule 0-7. If yu have been granted a cntinuing hardship exemptin, yu must cmplete and submit the paper versin f Frm ADV t FINRA. FINRA will enter yur respnses int the IARD. As discussed in General Instructin 16, FINRA will charge yu a fee t reimburse it fr the expense f data entry. 18. I am eligible t file n paper. Hw d I make a paper filing? When filing n paper, yu must: Type all f yur respnses. Include yur name (the same name yu prvide in respnse t Item 1.A. f Part 1A) and the date n every page. If yu are amending yur Frm ADV: cmplete page 1 and circle the number f any item fr which yu are changing yur respnse. include yur SEC 801-number (if yu have ne), r yur 802-number (if yu have ne), and yur CRD number (if yu have ne) n every page. cmplete the amended item in full and circle the number f the item fr which yu are changing yur respnse. t amend Schedule A r Schedule B, cmplete and submit Schedule C. Where yu submit yur paper filing depends n why yu are eligible t file n paper:

12 Frm ADV: General Instructins Page 12 If yu are filing n paper because yu have been granted a cntinuing hardship exemptin, submit ne manually signed Frm ADV and ne cpy t: IARD Dcument Prcessing, FINRA, P.O. Bx 9495, Gaithersburg, MD If yu cmplete Frm ADV n paper and submit it t FINRA but yu d nt have a cntinuing hardship exemptin, the submissin will be returned t yu. If yu are filing n paper because a state in which yu are registered r in which yu are applying fr registratin allws yu t submit paper instead f electrnic filings, submit ne manually signed Frm ADV and ne cpy t the apprpriate state securities authrities. 19. Wh is required t file Frm ADV-NR? Every nn-resident general partner and managing agent f all SEC-registered advisers and exempt reprting advisers, whether r nt the adviser is resident in the United States, must file Frm ADV-NR in cnnectin with the adviser s initial applicatin r reprt. A general partner r managing agent f an SEC-registered adviser r exempt reprting adviser wh becmes a nn-resident after the adviser s initial applicatin r reprt has been submitted must file Frm ADV-NR within 30 days. Frm ADV-NR must be filed n paper (it cannt be filed electrnically). Submit Frm ADV-NR t the SEC at the fllwing address: Securities and Exchange Cmmissin, 100 F Street, NE, Washingtn, DC 20549; Attn: Branch f Registratins and Examinatins. Failure t file Frm ADV-NR prmptly may delay SEC cnsideratin f yur initial applicatin. Federal Infrmatin Law and Requirements Sectins 203 and 204 f the Advisers Act [15 U.S.C. 80b-3 and 80b-4] authrize the SEC t cllect the infrmatin required by Frm ADV. The SEC cllects the infrmatin fr regulatry purpses, such as deciding whether t grant registratin. Filing Frm ADV is mandatry fr advisers wh are required t register with the SEC and fr exempt reprting advisers. The SEC maintains the infrmatin submitted n this frm and makes it publicly available. The SEC may return frms that d nt include required infrmatin. Intentinal misstatements r missins cnstitute federal criminal vilatins under 18 U.S.C and 15 U.S.C. 80b-17. SEC s Cllectin f Infrmatin An agency may nt cnduct r spnsr, and a persn is nt required t respnd t, a cllectin f infrmatin unless it displays a currently valid cntrl number. The Advisers Act authrizes the

13 Frm ADV: General Instructins Page 13 SEC t cllect the infrmatin n Frm ADV frm investment advisers. See 15 U.S.C. 80b-3 and 80b-4. Filing the frm is mandatry. The frm enables the SEC t register investment advisers and t btain infrmatin frm and abut exempt reprting advisers. Every applicant fr registratin with the SEC as an adviser, and every exempt reprting adviser, must file the frm. See 17 C.F.R and By accepting a frm, hwever, the SEC des nt make a finding that it has been cmpleted r submitted crrectly. The frm is filed annually by every adviser, n later than 90 days after the end f its fiscal year, t amend its registratin r its reprt. It is als filed prmptly during the year t reflect material changes. See 17 C.F.R The SEC maintains the infrmatin n the frm and makes it publicly available thrugh the IARD. Anyne may send the SEC cmments n the accuracy f the burden estimate n page 1 f the frm, as well as suggestins fr reducing the burden. The Office f Management and Budget has reviewed this cllectin f infrmatin under 44 U.S.C The infrmatin cntained in the frm is part f a system f recrds subject t the Privacy Act f 1974, as amended. The SEC has published in the Federal Register the Privacy Act System f Recrds Ntice fr these recrds.