Amendments to Form ADV and Investment Advisers Act Rules, 38050-38145 [C1-2015-12778]

Download as PDF 38050 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules applies to a product, no state or political subdivision of a state may either establish or continue in effect a requirement dealing with the same risk of injury unless the state requirement is identical to the federal standard. Section 26(c) of the CPSA also provides that states or political subdivisions of states may apply to the Commission for an exemption from this preemption under certain circumstances. Section 104(b) of the CPSIA refers to the rules to be issued under that section as ‘‘consumer product safety rules.’’ Therefore, the preemption provision of section 26(a) of the CPSA would apply to a rule issued under section 104. XV. Request for Comments 16 CFR Part 1233 Consumer protection, Imports, Incorporation by reference, Infants and children, Labeling, Law enforcement, and Toys. For the reasons discussed in the preamble, the Commission proposes to amend Title 16 of the Code of Federal Regulations as follows: PART 1112—REQUIREMENTS PERTAINING TO THIRD PARTY CONFORMITY ASSESSMENT BODIES 1. The authority citation for part 1112 continues to read as follows: ■ Authority: 15 U.S.C. 2063; Pub. L. 110– 314, section 3, 122 Stat. 3016, 3017 (2008). 2. Amend § 1112.15 by adding paragraph (b)(40) to read as follows: ■ This NPR begins a rulemaking proceeding under section 104(b) of the CPSIA to issue a consumer product safety standard for hook-on chairs, and to amend part 1112 to add hook-on chairs to the list of children’s product safety rules for which the CPSC has issued an NOR. We invite all interested persons to submit comments on any aspect of the proposed mandatory safety standard for hook-on chairs and on the proposed amendment to part 1112. Specifically, the Commission requests comments on the costs of compliance with, and testing to, the proposed hookon chair safety standard, the proposed six-month effective date for the new mandatory hook-on chair safety standard, and the proposed amendment to part 1112. During the comment period, the ASTM F1235–15, Standard Consumer Safety Specification for Portable Hook-On Chairs, is available as a read-only document at: https:// www.astm.org/cpsc.htm. Comments should be submitted in accordance with the instructions in the ADDRESSES section at the beginning of this notice. List of Subjects 16 CFR Part 1112 asabaliauskas on DSK5VPTVN1PROD with PROPOSALS Administrative practice and procedure, Audit, Consumer protection, Reporting and recordkeeping requirements, Third party conformity assessment body. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 § 1112.15 When can a third party conformity assessment body apply for CPSC acceptance for a particular CPSC rule and/or test method? * * * * * (b) * * * (40) 16 CFR part 1233, Safety Standard for Portable Hook-On Chairs. * * * * * ■ 3. Add part 1233 to read as follows: PART 1233—SAFETY STANDARD FOR PORTABLE HOOK–ON CHAIRS Sec. 1233.1 Scope. 1233.2 Requirements for portable hook-on chairs. Authority: The Consumer Product Safety Improvement Act of 2008, Pub. L. 110–314, § 104, 122 Stat. 3016 (August 14, 2008); Pub. L. 112–28, 125 Stat. 273 (August 12, 2011). § 1233.1 Scope. This part establishes a consumer product safety standard for portable hook-on chairs. § 1233.2 Requirements for portable hookon chairs. Each portable hook-on chair must comply with all applicable provisions of ASTM F1235–15, Standard Consumer Safety Specification for Portable HookOn Chairs, approved on May 1, 2015. The Director of the Federal Register approves this incorporation by reference in accordance with 5 U.S.C. 552(a) and PO 00000 Frm 00032 Fmt 4702 Sfmt 4702 1 CFR part 51. You may obtain a copy from ASTM International, 100 Bar Harbor Drive, P.O. Box 0700, West Conshohocken, PA 19428; https:// www.astm.org/cpsc.htm. You may inspect a copy at the Office of the Secretary, U.S. Consumer Product Safety Commission, Room 820, 4330 East West Highway, Bethesda, MD 20814, telephone 301–504–7923, or at the National Archives and Records Administration (NARA). For information on the availability of this material at NARA, call 202–741–6030, or go to: https://www.archives.gov/ federal_register/code_of_federal regulations/ibr_locations.html. Dated: June 29, 2015. Todd A. Stevenson, Secretary, Consumer Product Safety Commission. [FR Doc. 2015–16330 Filed 7–1–15; 8:45 am] BILLING CODE 6355–01–P SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 275 and 279 [Release No. IA–4091; File No. S7–09–15] RIN 3235–AL75 Amendments to Form ADV and Investment Advisers Act Rules Correction In proposed rule document 2015– 12778, appearing on pages 33718–33838 in the issue of Friday, June 12, 2015, make the following corrections: On page 33728, in the third column, below the last line, the text for footnote 92 should appear as follows: ‘‘92 The proposed definition of Legal Entity Identifier is: A ‘‘legal entity identifier’’ assigned or recognized by the Global LEI Regulatory Oversight Committee (ROC) or the Global LEI Foundation (GLEIF). See Proposed Form ADV: Glossary. In Item 1, we propose removing outdated text referring to the ‘‘legal entity identifier’’ as being ‘‘in development’’ in the first half of 2011.’’ On pages 33745–33838, the forms should appear as follows: BILLING CODE 1505–01–D E:\FR\FM\02JYP1.SGM 02JYP1 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 38051 APPENDIX A FORM ADV (Paper Version) • • UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT FORM BY EXEMPT REPORTING ADVISERS IForm 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. If you are a private fund adviser filing an umbrella registration, "you" means the filing adviser and each relying adviser, unless the instructions or the form provide otherwise. The information in Items 1, 2, 3 and 10 (including corresponding schedules) should be provided for the filing adviser only. Terms that appear in italics are defined in the Glossary of Terms to Form ADV. Where can I get more information on Form ADV, electronic filing, and the lARD? 1. The SEC provides information about its rules and the Advisers Act on its website: <https://www.sec.gov/iard>. NASAA provides information about state investment adviser laws and state rules, and how to contact a state securities authority, on its website: <https://www.nasaa.org>. FINRA provides information about the lARD and electronic filing on the lARD website: <https://www.iard.com>. 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 VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00033 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.000</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS • • • 38052 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 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. Part 1A also contains several supplemental schedules. The items of Part 1A let you know which schedules you must complete. o o o Schedule A asks for information about your direct owners and executive officers. Schedule B asks for information about your indirect owners. Schedule Cis used by paper filers to update the information required by Schedules A and B (see Instruction 18). o ScheduleD asks for additional information for certain items in Part lA. o ScheduleR asks for additional information about relying advisers. 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 lB 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 lB. (If you are filing electronically and you do not have to complete Part lB, you will not see Part lB.) • 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. When am I required to update my Form ADV? • SEC- and State-Registered Advisers: o VerDate Sep<11>2014 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 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00034 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.001</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 4. Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 38053 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 and all sections of Schedule R for each relying adviser. 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, D and R, by filing additional amendments (other-than-annual amendments) promptly if: o you are adding or removing a relying adviser as part of your umbrella registration o information you provided in response to Items 1 (except 1.0), 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 or Sections 1 or 3 of ScheduleR becomes inaccurate in any way; o information you provided in response to Items 4, 8, or 10 of Part 1A, or Item 2. G. of Part 1B, or Section 10 of Schedule R becomes materially inaccurate; or o 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, Items 2.H. or 2.J. of Part 1B, or Section 2 of ScheduleR even if your responses to those items have become inaccurate. • VerDate Sep<11>2014 21:02 Jul 01, 2015 If you are an SEC-registered adviser, you are required to file your brochure amendments electronically through lARD. 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. Jkt 235001 PO 00000 Frm 00035 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.002</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 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. 38054 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules • • 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 lARD. 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: o information you provided in response to Items 1, 3, or 11 becomes inaccurate in any way; or o 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. What is SEC umbrella registration and how can I satisfy the requirements of filing an umbrella registration? 5. An umbrella registration is a single registration by a filing adviser and one or more relying advisers who advise only private funds and certain separately managed account clients that are qualified clients and collectively conduct a single advisory business. Absent other facts suggesting that the filing adviser and relying adviser(s) conduct different businesses, umbrella registration is available under the following circumstances: The filing adviser has its principal office and place of business in the United States and, therefore, all of the substantive provisions of the Advisers Act and the rules thereunder apply to the filing adviser's and each relying adviser's dealings with each of its clients, regardless of whether any client or the filing adviser or relying adviser providing the advice is a United States person. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00036 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.003</GPH> The filing adviser and each relying adviser advise only private funds and clients in separately managed accounts that are qualified clients and are otherwise eligible to invest in the private funds advised by the filing adviser or a relying adviser and whose accounts pursue investment objectives and strategies that are substantially similar or otherwise related to those private funds. n. asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 1. Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 38055 m. Each relying adviser, its employees and the persons acting on its behalf are subject to the filing adviser's supervision and control and, therefore, each relying adviser, its employees and the persons acting on its behalf are "persons associated with" the filing adviser (as defined in section 202(a)(17) of the Advisers Act). iv. The advisory activities of each relying adviser are subject to the Advisers Act and the rules thereunder, and each relying adviser is subject to examination by the SEC. v. The filing adviser and each relying adviser operate under a single code of ethics adopted in accordance with SEC rule 204A-1 and a single set ofwritten policies and procedures adopted and implemented in accordance with SEC rule 206(4)-(7) and administered by a single chief compliance officer in accordance with that rule. To satisfy the requirements of Form ADV while using umbrella registration the filing adviser must sign, file, and update as required, a single Form ADV (Parts 1 and 2) that relates to, and includes all information concerning, the filing adviser and each relying adviser (e.g., disciplinary information and ownership information), and must include this same information in any other reports or filings it must make under the Advisers Act or the rules thereunder (e.g., Form PF). The filing adviser and each relying adviser must not be prohibited from registering with the SEC by section 203A of the Advisers Act (i.e. thefiling adviser and each relying adviser must individually qualify for SEC registration). Unless otherwise specified, references to "you" in Form ADV refer to both the filing adviser and each relying adviser. The information in Items 1, 2, 3 and 10 (including corresponding schedules) should be provided for the filing adviser only. A separate ScheduleR should be completed for each relying adviser. References to "you" in Schedule R refer to the relying adviser only. A filing adviser applying for registration with the SEC should complete a ScheduleR for each relying adviser. If you are a filing adviser registered with the SEC and would like to add or delete relying advisers from an umbrella registration, you should file an other-than-annual amendment and add or delete Schedule Rs as needed. Note: Umbrella registration is not available to exempt reporting advisers. 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 VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00037 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.004</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS • 38056 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 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. Who must sign my Form ADV or amendment? 7. 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 (lARD) if: • You are filing with the SEC (and submitting notice filing.<; 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 lARD. 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 lARD system. See SEC rules 203-1 and 204-4. To file electronically, go to the lARD website (<www.iard.com>), which contains detailed instructions for advisers to follow when filing through the lARD. • VerDate Sep<11>2014 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. 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00038 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.005</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS Complete Form ADV (Paper Version) on paper if: Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules • 9. 38057 You are filing with a state securities authority that permits (but does not require) electronic filing and you do not file electronically. How do I get started filing electronically? First, obtain a copy of the lARD Entitlement Package from the following website: <https://www.iard.com/GetStarted.asp>. Second, request access to the lARD system for your firm by completing and submitting the lARD Entitlement Package. The lARD 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 lARD 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 lARD 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. 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? 10. 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 lA 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 lARD and your notice filings will be sent electronically to the state securities authorities that you check on Item 2.C. of Part lA 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(l) to (12) of Part lA, you must apply for registration with the SEC within 90 days after you file the annual updating amendment. Once you register with the VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00039 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.006</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 11. 38058 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules SEC, you are 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 ofbusiness. 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(1) 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 ofless 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. 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 ofForm 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 VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00040 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.007</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 14. Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 38059 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. 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(1) and wish to accept a client that is not a venture capital fund as defined in SEC rule 203(1)-1, or you may have been relying on SEC rule 203(m)-1 and reported in Section 2.B. of ScheduleD to your annual updating amendment that you have private fund assets of $150 million or more. VerDate Sep<11>2014 21:02 Jul 01, 2015 If you are relying on section 203(1), 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(1)-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. • asabaliauskas on DSK5VPTVN1PROD with PROPOSALS • Ifyou were relying on SEC rule 203(m)-1 and you reported in Section 2.B. of ScheduleD 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. Jkt 235001 PO 00000 Frm 00041 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.008</GPH> 15. 38060 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 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 o 16. 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. You may be subject to state registration requirements. To determine these requirements, consult the investment adviser laws or the state securities authority fbr the particular state in which you are "doing business." See General Instruction 1. Are there filing fees? 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 VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00042 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.009</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS Yes. These fees go to support and maintain the lARD. The lARD filing fees are in addition to any registration or other fee that may be required by state law. You must pay an lARD 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 lARD filing fee schedule is published at <https://www.sec.gov/iard>; <https://www.nasaa.org>; and <https://www.iard.com>. Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 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 38061 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 fbr the particular state in which you are "doing business." See General Instruction 1. 16. Are there filing fees? 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 ofthe additional fee depends on whether you are filing Form ADV or Form ADV-W. (There is no additional fee for filings VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00043 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.010</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS Yes. These fees go to support and maintain the lARD. The lARD filing fees are in addition to any registration or other fee that may be required by state law. You must pay an lARD 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 lARD filing fee schedule is published at <https://www.sec.gov/iard>; <https://www.nasaa.org>; and <https://www.iard.com>. 38062 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 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 lARD, 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 lARD. 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: • • Where you submit your paper filing depends on why you are eligible to file on paper: VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00044 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.011</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS • 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. Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules • 38063 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: lARD 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. • 19. 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. 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: Registrations Branch. Failure to file Form ADV-NR promptly may delay SEC consideration of your initial application. 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. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00045 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.012</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS Federal Information Law and Requirements 38064 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules SEC's Collection of Information An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. The Advisers Act authorizes the SEC to collect the information on Form ADV from 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.P.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 lARD. 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. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00046 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.013</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 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. Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 38065 APPENDIXB FORM ADV (Paper Version) • • UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS IForm ADV: Instructions for Part lA These instructions explain how to complete certain items in Part 1A of Form ADV. 1. Item 1: Identifying Information 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 l.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 1.1., the website addresses and social media information you list on ScheduleD should be those that provide information about your own activities, rather than general information about your bank. 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. 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 apply for registration 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 apply for registration with the SEC within 90 days after you file that annual 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 VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00047 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.014</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS a. 38066 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules !Form ADV: Instructions for Part lA Page2l requirements below. Part 1A Instruction S.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 ofthe state where you maintain your principal office and place of business. To determine whether such state securities authority does not conduct such examinations, see: 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 ifyou 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)(I)(B) and 203A(a)(2)(A) ofthe 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 ifyour response to Item S.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 S.b. explains how to calculate your regulatory assets under management. • 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 F orrn ADV. You are not eligible for this exemption if VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00048 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.015</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 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. Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules IFonn ADV: Instructions for Part lA 38067 Page3l 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.(S): 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): Adviser Expecting to be Eligible for Registration within 120 Days. You may check box 9 only if you are eligible for the exemption from the prohibition on SEC registration available to advisers expecting to be eligible for SEC registration within 120 days, such as a newly formed adviser. 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 • you have a reasonable expectation that you would be eligible to register with the SEC within 120 days after the date that your registration with the SEC becomes effective. 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. Ifyou indicate on that amendment (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. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00049 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.016</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS If you check box 9, you also must complete Section 2.A.(9) of Schedule D. 38068 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules !Form ADV: Instructions for Part lA Page4l 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 ScheduleD 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. Item 2.A.(ll): 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 all of your clients exclusively through the interactive website, except that you may provide investment advice to fewer than 15 clients through other means during the previous 12 months; and • J. 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; • asabaliauskas on DSK5VPTVN1PROD with PROPOSALS • you maintain a record demonstrating that you provide investment advice to your clients exclusively through an interactive website in accordance with these limits. Item 2.A.(13): Adviser No Longer Eligible to Remain Registered with the SEC. You must check box 13 if: • VerDate Sep<11>2014 you are registered with the SEC; 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00050 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.017</GPH> 1. 38069 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules IFonn ADV: Instructions for Part lA • • Page 5I 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(1)-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 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 VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00051 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.018</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS a. Succession of an SEC-Registered Adviser. If you ( 1) have taken over the business of an investment adviser or (2) have changed your structure or legal status (e.g., form of organization or state of incorporation), a new organization has been created, which has registration obligations under the Advisers Act. There are different ways to fulfill these obligations. You may rely on the registration provisions discussed in the General Instructions, or you may be able to rely on special registration provisions for "successors" to SEC-registered advisers, which may ease the transition to the successor adviser's registration. 38070 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules !Form ADV: Instructions for Part lA Page6l 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 IA Instruction 4.a(l), 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 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 • • VerDate Sep<11>2014 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 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00052 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.019</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 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: Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules IForm ADV: Instructions for Part lA • 38071 Pagc7l skip Item 5.H. b. Item S.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 firnd. (2) Value of Portfolio. Include the entire value of each securities portfolio for which you provide continuous and regular supervisory or management services. If you provide continuous and regular supervisory or management services for only a portion of a securities portfolio, include as 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. 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 VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00053 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.020</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS (3) Continuous and Regular Supervisory or Management Services. 38072 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules IFmm ADV: ln~1ructions for Part lA Pagesl (b) you do not have discretionaty 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 (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); (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: VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00054 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.021</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS (c) allocate assets among other managers (a "manager of managers"), but only ifyou have discretionary authority to hire and fire managers and reallocate assets among them; or Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules !Form ADV: Instructions fo•· Part lA 38073 Page9l (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 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)). Third, what is the entire value of the account? The entire value of the account ($10,000,000) is included in the calculation ofthe adviser's total regulatory assets under management. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00055 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.022</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 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)). 38074 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules Page tol !Form ADV: Instructions for Part lA 6. Item 7: Financial Industry Affiliations and Private Fund Reporting Item 7.A. and Section 7.A. of ScheduleD ask questions about you and your related persons' financial industry affiliation. If you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in ScheduleD for your relying advisers. You should complete ScheduleR with respect to your relying advisers. Item 7.B. and Section 7.B. of ScheduleD ask questions about the private funds that you advise. You are required to complete a Section 7.B.(1) of ScheduleD 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 ScheduleD 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 ScheduleD for a private fund, you must acquire an identification number for the fund by logging onto the lARD website and using the private fund identification number generator. You must continue to use the same identification number whenever you amend Section 7.B.(l) for that fund. If you file a Section 7 .B. (I) for a private fund for which an identification number has already been 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.(l) and 7.B.(2) of ScheduleD, next to the name of the private .fimd, 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. (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. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00056 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.023</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 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.(l) 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). Ifyou choose to complete a single Section 7.B.(l), you should disregard the feeder funds, except for the following: Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 38075 Page 111 !Form ADV: Instructions for Part lA (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 12dl-1 under the same Act. (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. "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. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00057 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.024</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS "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. 38076 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules !Form ADV: Instructions for Part lA Page 121 "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(1)-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. (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. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00058 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.025</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS If you believe your response to an item in Form ADV Part lA requires further explanation, or if you wish to provide additional information, you may do so on ScheduleD, in the Miscellaneous section. Completion of this section is optional. Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 38077 APPENDIXC 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 IA, Items 7, II, DRPs; Part IB, 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: Generalinstructions; Part IA Instructions, Introduct01y Text, Item 2; Part 2A, Instructions, Appendix I Instructions; Part 2B, Instructions] 3. Borrowings: Borrowings include secured borrowings and unsecured borrowings, collectively. Secured borrowings are obligations for borrowed money in respect of which the borrower has posted collateral or other credit support and should include any reverse repos (i.e. any sale of securities coupled with an agreement to repurchase the same (or similar) securities at a later date at an agreed price). Unsecured borrowings are obligations for borrowed money in respect of which the borrower has not posted collateral or other credit support. [Used in: Part IA, Instructions, Item 5, ScheduleD} 4. 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} 5. 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} VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00059 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.026</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 6. Charged: Being accused of a crime in a formal complaint, information, or indictment (or equivalent formal charge). [Used in: Part IA, Item 11; DRPs} 38078 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules Worm ADV: Glossarv Page2l 7. 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 ADV- W1 8. Commodity Derivative: Exposures to commodities that you do not hold physically, whether held synthetically or through derivatives (whether cash or physically settled). [Used in: Part 1A, ScheduleD1 9. 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. 10. Credit Derivative: Single name credit default swap, including loan credit default swap, credit default swap referencing a standardized basket of credit entities, including credit default swap indices and indices referencing leverage loans, and credit default swap referencing bespoke basket or tranche of collateralized debt obligations and collateralized loan obligations (including cash flow and synthetic) other than mortgage backed securities. [Used in: Part 1A, Schedule D1 VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00060 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.027</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS [Used in: General Instructions; Part 1A, Instructions, Items 2, 7, 10, 11, 12, Schedules A, B, C, D, R; DRPs1 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 38079 Page3l Worm ADV: Glossary 11. 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 supen,ised 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] 12. 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] 13. 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] 15. Equity Derivative: Includes both listed equity derivative and derivative exposure to unlisted securities. Listed equity derivative includes all synthetic or derivative exposure to equities, including preferred equities, listed on a regular exchange. Listed equity derivative also includes a single stock future, equity index future, dividend swap, total return swap (contract for difference), warrant and right. Derivative exposure to unlisted equities includes all synthetic or derivative exposure to equities, including preferred equities, that are not listed on a regulated exchange. Derivative exposure to unlisted securities also VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00061 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.028</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 14. 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] 38080 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules IForm ADV: Glossary Page4l includes a single stock future, equity index future, dividend swap, total return swap (contract for difference), warrant and right. [Used in: Part 1A, Schedule D1 16. Exempt Reporting Adviser: An investment adviser that qualifies for the exemption from registration under section 203(1) 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-NR1 17. 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 31 18. Filing Adviser: An investment adviser eligible to register with the SEC that files (and amends) a single umbrella registration on behalf of itself and each of its relying advisers. [Used in: General Instructions; Part 1A, Items 1, 2, 3, 10 and 11; Schedule R1 19. FINRA CRD or CRD: The Web Central Registration Depository ("CRD") system operated by FINRA for the registration of broker-dealers and broker-dealer representatives. fUsed in: General Instructions, Part 1A, Item 1, Schedules A, B, C, D, R, DRPs; Form ADV-W, Item 11 20. Foreign Exchange Derivative: Any derivative whose underlying asset is a currency other than U.S. dollars or is an exchange rate. Cross-currency interest rate swaps should be included in foreign exchange derivatives and excluded from interest rate derivatives. [Used in: Part 1A, ScheduleD1 22. 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 31 VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00062 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.029</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 21. 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 31 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 38081 Pagesl !Form ADV: Glossary 23. 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 JA, Item 5] 24. Gross Notional Value: The gross nominal or notional value of all transactions that have been entered into but not yet settled as of the reporting date. For contracts with variable nominal or notional principal amounts, the basis for reporting is the nominal or notional principal amounts as of the reporting date. For options, use delta adjusted notional value. [Used in: Part JA, Schedule D) 25. High Net Worth Individual: An individual who is a qualified client or who is a "qualified purchaser" as defined in section 2(a)(51)(A) of the Investment Company Act of 1940. [Used in: Part JA, Item 5; ScheduleD] 26. 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 JB, Instructions] 27. Impersonal Investment Advice: Investment advisory services that do not purport to meet the objectives or needs of specific individuals or accounts. [Used in: Part JA, Instructions; Part 2A, Instructions; Part 2B, Instructions] 28. 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; ScheduleD] 29. Interest Rate Derivative: Any derivative whose underlying asset is the obligation to pay or the right to receive a given amount of money accruing interest at a given rate. Crosscurrency interest rate swaps should be included in foreign exchange derivatives and excluded from interest rate derivatives. [Used in: Part JA, ScheduleD] 30. Investment Adviser Representative: Any ofyour firm's supervised persons (except those that provide only impersonal investment advice) is an investment adviser representative, if the supervised person has more than five clients who are natural persons and not high net worth individuals, and 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00063 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.030</GPH> VerDate Sep<11>2014 the supervised person regularly solicits, meets with, or otherwise communicates with your firm's clients, • asabaliauskas on DSK5VPTVN1PROD with PROPOSALS • 38082 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules IForm ADV: Glossary • Page6l 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 5; Part 2B, Item 1} 31. Investment Grade: A security is investment grade if it is sufficiently liquid that it can be sold at or near its carrying value within a reasonably short period of time and is subject to no greater than moderate credit risk. [Used in: Part 1A, Schedule D) 32. 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, ScheduleD, DRPs; Part 1B, Item 2; Part 2A, Items 9 and 19; Part 2B, Items 3, 4 and 7} 33. 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} 34. Legal Entity Identifier: A "legal entity identifier" assigned or recognized by the Global LEI Regulatory Oversight Committee (ROC) or the Global LEI Foundation (GLEIF). [Used in: Part 1A, Item 1, Schedules D, R} 35. 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: The members of your firm's investment committee or group that determines general investment advice to be given to clients; and 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00064 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.031</GPH> VerDate Sep<11>2014 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; • asabaliauskas on DSK5VPTVN1PROD with PROPOSALS • Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules Worm ADV: Glossary • 38083 Page7l 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 IE, Item 2; Part 2A, Items 9, IO and I91 36. 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 81 37. Minor Rule Violation: A violation of a self-regulatory organization rule that has been designated as "minor" pursuant to a plan approved by the SEC. A rule violation may be designated as "minor" under a plan if the sanction imposed consists of a fine of $2,500 or less, and if the sanctioned person does not contest the fine. (Check with the appropriate self-regulatory organization to determine if a particular rule violation has been designated as "minor" for these purposes.) [Used in: Part IA, Item II1 38. Misdemeanor: For jurisdictions that do not differentiate between a felony and a misdemeanor, a misdemeanor is an offense punishable by a sentence ofless than one year imprisonment and/or a fine ofless than $1,000. The term also includes a special court martial. [Used in: Part IA, Item II; DRPs; Part 2A, Item 9; Part 2B, Item 31 39. Net Asset Value: With respect to any client, the gross assets of the client's accounts minus any outstanding indebtedness or other accrued but unpaid liabilities. [Used in: Part JA, Item 5] 40. Non-Investment Grade: A security is non-investment grade if it is not an investment grade security. [Used in: Part JA, ScheduleD] 42. 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 JA, Item 2; Execution Page(."l); Form ADV-W1 VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00065 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.032</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 41. 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-NR1 38084 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules Pagesl Worm ADV: Glossary 43. 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 IA, Items 2 and II; Schedules D, R; DRPs; Part 2A, Item 9; Part 2B, Item 3} 44. Other derivative: Any derivative that is not a commodity derivative, credit derivative, equity derivative, foreign exchange derivative or interest rate derivative. [U.sed in: Part IA, ScheduleD} 45. Parallel Managed Account: With respect to any registered investment company or business development company, a parallel managed account is any managed account or other pool of assets that you advise and that pursues substantially the same investment objective and strategy and invests side by side in substantially the same positions as the identified investment company or business development company that you advise. [Used in: Part IA, ScheduleD} 46. 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 IA, Item 5; Part 2A, Items 6 and I9} 47. 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 ADVandFormADV-W] 48. 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 IA, Instructions, Items I and 2; Schedules D, R; Form ADV-W, Item I] 49. 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)(l) or 3(c)(7) of that Act. [Used in: Part IA, Items 2, 5, 7, and 9; ScheduleD; General Instructions; Part IA, Instructions]. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00066 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.033</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 50. 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). {U.'Ied in: Part IA, Item II; DRPs; Part IE, Item 2; Part 2A, Item 9; Part 2B, Item 3} Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules !Form ADV: Glossary 38085 Page9l 51. Qualified Client: A client that satisfies the definition of qualified client in SEC rule 205-3. [Used in: ScheduleD ; General Instructions1 52. Related Person: Any advisory affiliate and any person that is under common control with your firm. [Used in: Part IA, Items 7, 8, 9; ScheduleD; Form ADV-W, Item 3; Part 2A, Items IO, II, I2, I4; Part 2A, Appendix I, Item 61 53. Relying Adviser: An investment adviser eligible to register with the SEC that relies on a filing adviser to file (and amend) a single umbrella registration on its behalf. [Used in: General Instructions; Part IA, Items I, 7, II; ScheduleD; ScheduleR] 54. Self-Regulatory Organization or SRO: Any national securities or commodities exchange, registered securities association, or registered clearing agency. For example, the Chicago Board of Trade ("CBOT"), FINRA and New York Stock Exchange ("NYSE") are self-regulatory organizations. [Used in: Part IA, Item II; DRPs; Part IE, Item 2; Part 2A, Items 9 and I9; Part 2B, Items 3 and 7] 55. Sovereign Bonds: Any notes, bonds and debentures issued by a national government (including central government, other governments and central banks but excluding U.S. state and local governments), whether denominated in a local or foreign currency. [Used in: Part IA, Schedule D1 56. 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 IA, Item 5; ScheduleD; Part 2A, Instructions, Appendix I Instructions1 57. 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] 58. 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] VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00067 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.034</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 59. Umbrella Registration: A single registration by a filing adviser and one or more relying advisers who collectively conduct a single advisory business and that meet the conditions set forth in General Instruction 5. [Used in: General Instructions; Part IA, Items I, 2, 3, 7, IO and II; ScheduleD; Schedule R1 38086 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules Page tol IFonn ADV: Glossary 60. 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; ScheduleD} 61. 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} VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00068 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.035</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 62. Wrap Fee Program: Any advisory program under which a specified fee or fees not based directly upon transactions in a client's account is charged for investment advisory services (which may include portfolio management or advice concerning the selection of other investment advisers) and the execution of client transactions. [Used in: Part 1, Item 5; ScheduleD; Part 2A, Instructions, Item 4, used throughout Appendix 1; Part 2B, Instructions} Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 38087 APPENDIXD FORM ADV (Paper Version) • • UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS WARNING: Complete this fom1 truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this fonn 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: 0 Submit an initial application to register as an investment adviser with the SEC. 0 Submit an initial application to register as an investment adviser with one or more states. 0 Submit an annual updating amendment to your registration for your fiscal year ended _ _ __ 0 Submit an other-than-annual amendment to your registration. SEC or State Report by Exempt Reporting Advisers: 0 Submit an initial report to the SEC. 0 Submit a report to one or more state securities authorities. 0 Submit an annual updating amendment to your report for your fiscal year ended _ _ __ 0 Submit an other-than-annual amendment to your report. 0 Subtnit a final report. Item 1 Identifying Information Responses to tllis Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, tl1e infonnation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration. A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): B. (1) Name under which you primarily conduct your advisory business, if different from Item l.A. List on Section l.B. ofScheduleD any additional names under which you conduct your advisory business. (2) If you are using this Form ADV to register more than one investment adviser tmder an umbrella registration, check this box D. lfyou check this box, complete a Schedule Rjbr each relying adviser. C. If this filing is reporting a change in your legal name (Item l.A.) or primary business name (Item l.B. ), enter the new name and specify whether the name change is of 0 your legal name or 0 your primacy business name: VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00069 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.036</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS D. (1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-_ _ _ __ 38088 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Part 1A Page 2 of21 YourNmne ___________________ Date CRD Number__________ SEC 801- or 802 ~N.T_um-t'b·eJ:_ _ _ _ _ _ _ _ __ (2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-_ _ _ __ (3) If you have Central Index Key numbers assigned by the SEC ("CIK Number"), all of your CIK numbers: - - - E. If you have one or more numbers ("CRD Numbers") assigned by the FINRA 's CRD system or by the lARD system, all of your CRD numbers: Ifyourfirm does not have a CRD number, skip this Item i.E. Do not provide the CRD number of one your officers, emplo.vees, or affiliates. F. ~f Principal Office and Place 4Business (1) Address (do not use a P.O. Box): (number and street) (city) (state/country) If this address is a private residence, check this box: (zip+4/postal code) D List on Section l.F. ofScheduleD any office, other than your principal ~!Jice and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all ofyour offices in the state or states to ~which you are applying for registration or with whom you are registered. Ifyou are applying for SEC registration, ~[you are registered onZv with the SEC, or ifyou are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms ofnumbers of employees as ~[the end ofyour most recently completed.fiscal year. (2) Days of week that you normally conduct business at your principal office and place ofbusiness: 0 Monday- Friday 0 Other: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ Normal business hours at this location: (5) What is the total number of offices, other than your principal office and place ofbusiness, at which you conduct investment advisory business as of the end of your most recently completed fiscal year? VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00070 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.037</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS (3) Telephone number at this location: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ (area code) (telephone number) (4) Facsimile number at this location, if any: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ (facsimile number) (area code) Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Part lA Page 3 of21 YourNmne__________________ Date__________________ 38089 CRD Number__________________ SEC 801- or 802 Number------------------ G. Mailing address, if different from your principal office and place ofbusiness address: (number and street) (city) (state/conntcy) (zip+4/postal code) D 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 ofbusiness address in Item l.F.: (number and street) (city) I. (state/conntcy) (zip+4/postal code) Do you have one or more web sites or websites for social media platforms used by your firm (including, but not limited to, Twitter, Facebook and Linkedin)? YesD NoD If '~yes," list all firm website addresses on Section 1.1. ofSchedule 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 or social media websites of employees in response to this Item. J. Chief Compliance Officer ( 1) Provide the name and contact information of your Chief Compliance Officer: If you are ru1 exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, if you have one. If not, you must complete Item l.K. belmv. (nmne) (other titles, if any) (area code) (telephone nmnber) (area code) (facsimile number, if any) (number and street) (state/country) (zip+4/postal code) (electronic mail (e-mail) address, if Chief Compliance Officer has one) (2) If your Chief Compliance Officer is compensated or employed by any person oilier than you or a related person for providing chief compliance officer services, provide tlle person 's name and IRS Employer Identification Number (if any): ___________________ VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00071 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.038</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS (city) 38090 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Part lA Page 4 of21 YourNrune___________________ Date__________ CRD Number__________ SEC 801- or 802 Number_ _ _ _ _ _ _ __ 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, if any) (number and street) (state/country) (city) (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 Section204 of the Advisers Act, or si1nilar state law, somewhere other than your principal office and place of business? YesO No D If':yes, "complete Section l.L. ofSchedule D. M. Are you registered with a foreign financial regulatory authority? Yes D NoD Answer "no" ifyou are not registered with a foreign financial regulatory authority, even ifyou have an affiliate that is registered with a foreign financial regulatory authority. If "yes, " complete Section l.M of Schedule D. N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934? YesD NoD 0. Did you have $1 billion or more in assets on the last day of your most recent fiscal year? YesD NoD If yes, what is the approximate runount of your assets: 0 $10 billion to less than $50 billion 0 $50 billion or more 0 For purposes ofItem 1.0. on(y, ''assets" refers to your total assets, rather than the assets you manage on behalf ofclients. Determine your total asset5 using the total assets shown on the balance sheet for your most recent fiscal year end. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00072 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.039</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS $1 billion to less than $10 billion Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Your Name Dare_------------- Part lA Page 5 of21 P. 38091 CRD Number_ _ _ _ _ _ _ __ SEC 801- or 802 Number_ _ _ _ _ _ _ __ 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. You may not have a legal entity identifier. Item 2 SEC Registration Responses to this Item help us (and you) detennine 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. If you are filing an umbrella registration, the infonnation in Item 2 should be provided for the filing adviser only. A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(l) through 2.A.(l2), 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.(l3). Part lA Instruction 2 provides information to help you detennine whether you may affinnatively respond to each of these items. You (the adviser): D (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; D (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 ofbusiness, or (b) not subject to examination by the state securities authority of the state where you maintain your principal office and place ofbusiness; 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. (5) are an investment adviser (or sub-adviser) to an investment company registered under the Investment Company Act of 1940; 0 (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; 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00073 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.040</GPH> (4) have your principal office and place of business outside the United States; 0 VerDate Sep<11>2014 (3) have your principal office and place of business in Wyoming (which does not regulate advisers); 0 asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 0 38092 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV YourNmne__________________ Date__________________ Part lA Page 6 of21 CRD Number__________________ SEC 801- or 802 Number_________________ D (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); D (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 ofbusiness is the same as the registered adviser; Ifyou check this box, complete Section 2.A.(8) ofSchedule D. D (9) are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days; Ifyou check this box, complete Section 2.A.(9) ofSchedule D. 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); Ifyou check this box, complete Section 2.A.(l0) o.fSchedule D. D (11) are an Internet adviser relying on rule 203A-2(e); D (12) have received an SEC order exempting you from the prohibition against registration with the SEC; Ifyou check this box, complete Section 2.A.(J2) ofSchedule D. 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: D (1) qualify for the exemption from registration as an adviser solely to one or more venture capital funds; D (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; D (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. Ifyou check box (2) or (3), complete Section 2.B. of Schedule D. C. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV m1d ru1y mnendments 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 mnendments they file with the SEC. If tlris is an initial application or report, check the box(es) nex1 to the state(s) that you would like to receive notice of tlris and all subsequent filings or reports you submit to VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00074 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.041</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS State Securities Authority Notice Filings and State Reporting by Exempt Reporting Advisers Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV YourNmne _________________ Part lA Page 7 of 21 Dme_________________ 38093 CRD Number_________________ SEC 801- or 802 Number_________________ the SEC. If this is an mnendment 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). DAL OAK DAz DAR DCA 0CO OCT ODE ODe DFL 0GA 0GU DHI Om OIL DIN DIA OKS DKY DLA DME DMD DMA DMI DMN OMS 0MO DMT ONE DNV DNH 0NJ DNM DNY ONe DND DOH OOK OOR DPA DPR DRI osc DVI 0SD OVA DTN DWA DTX owv OUT OWl DVT Ifyou 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). Form of Organization Item 3 If you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only. A. How are you organized? D D D D Sole Proprietorship D Limited Liability Partnership (LLP) Corporation D Limited Liability Company (LLC) D Limited Partnership (LP) Partnership Other (specify): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ If you are changing your response to this Item, see Part lA Instruction4. B. In what month does your fiscal year end each year? C. Under the laws of what state or country are you organized? _ _ _ _ _ _ _ __ Ifyou are a partnership, provide the name of the state or country under whose laws your partnership was formed. Ifyou are a sole proprietor, provide the name ofthe state or country where you reside. Ifyou are changing your response to this Item, see Part JA Instruction 4. Item 4 Successions DYes D No If 'yes," complete Item 4.B. and Section 4 ofSchedule D. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00075 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.042</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for exmnple, a change of your structure or legal status (e.g., form of organization or state of incorporation)? 38094 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Part lA Page 8 of21 B. Your Name------------------- CRDNmnber- - - - - - - - - - - - - - - - - SEC 801- or 802 Ntuuut:_I _________________ Date of Succession: (mm/dd/yyyy) Ifyou have already reported this succession on a previous Form ADVfiling, do not report the succession again. Instead, check "No. " See Part JA 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 lA Instruction 5 .a. provides additional guidance to newly fonned advisers for completing this Item 5. Employees Ifyou 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 ofyour responses to Items 5.B.(l), (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 wmkers. B. ( 1) Approximately how many of the employees reported in 5 .A. perfonn investment advisory ftmctions (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? (6) Approximately how many finns or other persons solicit advisory clients on your behalf? In your response to Item 5.B. (6), do not count any ofyour employees and count a firm count each ofthe firm's employees that solicit on your behalf VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00076 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 on~v once- do not EP02JY15.043</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS (5) Approximately how many of the employees reported in 5 .A. are licensed agents of an insurance company or agency? Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Part lA Page 9 of21 Your Name_ _ _ _ _ _ _ _ __ Date_ _ _ _ _ _ _ __ 38095 CRD Number_ _ _ _ _ _ _ __ SEC 801- or 802 Number_ _ _ _ _ _ _ __ 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 >l'ith those investors. C. (1) To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscal year? (2) Approximately what percentage of your clients are non-United States persons? ___% D. For purposes ofthis 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 ofcompanies 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, do not answer (d)(1) or (d)(2) below. Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. The aggregate amount of regulatory assets under management reported in Item 5.D.(2) should equal the total amount of regulatory assets under management reported in Item 5.F.(2) below. Type of Client (2) Amount of Regulatory Assets under Management (1) Number of (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 or government pension plans) (h) Charitable organizations (i) Corporations or other businesses not listed above (j) State or municipal government entities (including government pension plans) (k) Other investment advisers (1) Insurance companies (m) Sovereign wealth funds and foreign official institutions (n) Other: VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00077 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.044</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS Client(s) 38096 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Part lA Page 10 of21 YourNrume__________________ Date__________________ CRD Number__________________ SEC 801- or 802 Number_________________ Compensation Arrangements E. You are compensated for your investment advisory services by (check all that apply): D (1) D D D D D D A percentage of assets under your management (2) Hourly charges (3) Subscription fees (for a newsletter or periodical) (4) Fixed fees (other than subscription fees) (5) Commissions (6) Performance-basedfees (7) Other (specify): Regulatorv Assets Under Management F. (1) Do you provide continuous and regular supervisory or management services to securities portfolios? D D Yes No (2) If yes, what is the amount of your regulatory assets under management and total number of accounts? U.S. Dollar Amount Total Number of Accounts Discretionary: (a) $_ _ _ _ _ .00 (d) Non-Discretionary: (b) $_ _ _ _ _ .00 (e) (c) (f) Total: Part JA Instruction 5.b. explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item. (3) What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to non-U.S. clients? Advisorv Activities G. What type(s) of advisory services do you provide? Check all that apply. asabaliauskas on DSK5VPTVN1PROD with PROPOSALS D D D D D D D D D VerDate Sep<11>2014 (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 fimd managers) (8) Publication of periodicals or newsletters (9) Security ratings or pricing services (10) Market timing services (11) Educational seminars/workshops (12) Other (specify): 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00078 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.045</GPH> D D D Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Your Name------------------Date_ _ _ _ _ _ _ __ Part lA Page 11 of21 38097 CRDNumber------------------SEC 801- or 802 Number_ _ _ _ _ _ _ __ 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. ~f 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.(3) ofSchedule D. H. If you provide financial planning services, to how many clients did you provide these services during your last fiscal year? Do D D 1-1o More than 500 D 11-25 D 26-5o D 51-Ioo If more than 500, how many?___ IOI-25o D 251- 5oo (round to the nearest 500) D 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. (l) Do you participate in a wrap fee program? D D Yes No. (2) If you participate in a wrap.foe program, what is the amount of your regulatory assets under management attributable to acting as: (a) sponsor to a wrap foe program (b) a portfolio manager for a wrap fee program? $_ _ Ifyou are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.1. (2) ofSchedule D. Ifyour involvement in a wrap fee program is limited to recommending wrap foe programs to your clients, or you advise a mutualfimd that is offered through a wrap fee program, do not check Item 5.1.(1) or enter any amounts in response to Item 5.1(2). J. (1) 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? D Yes D No (2) Do you report client assets in Item 4.E of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management? D Yes D No K. Separately Managed Account Clients (l) Do you have regulatory assets lmder management attributable to clients other than those listed in Item 5.D.(2)(d)-(f) (separately managed account clients)? Yes D No complete Section 5.K.(l) ofSchedule D. (2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise? D Yes D No Ifyes, complete Section 5.K.(2) ofSchedule D. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00079 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.046</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS Ifyes, D 38098 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Your Part 1A Pa e 12 of21 (3) Do you engage in derivative transactions on behalf of any of the separately managed account clients thatyouadvise? D Yes D No Ifyes, complete Section 5.K.(2) ofSchedule D. (4) After subtracting the amounts in Item 5 .D. (2)( d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amount of regulatory assets under management? DYes D No Ifyes, complete Section 5.K.(3) ofSchedule D for each custodian. Item 6 Other Business Activities In this Item, we request infonnation about your finn's other business activities. A. You are actively engaged in business as a (check all that apply): D D D D D D D D D D D D D D (1) broker-dealer (registered or unregistered) (2) registered representative of a broker-dealer (3) connnodity 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) tmst company (9) registered municipal advisor (10) registered security-based swap dealer (11) major security-based swap participant (12) accountant or accounting finn ( 13) lawyer or law finn (14) other financial product salesperson (specify): _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ Ifyou engage in other business using a name that is d[!Jerent.from the names reported in Items l.A. or l.B. (1), complete Section 6.A. ofSchedule D. B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)? D Yes D No (2) If yes, is this other business your primary business? D Yes D No (3) Do you sell products or provide services other than investment advice to your advisory clients? DYes D No If 'yes," describe this other business on Section 6.B. (3) ofScheduleD, and ifyou engage in this business under a different name, provide that name. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00080 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.047</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS If 'yes," describe this other business on Section 6.B. (2) of ScheduleD, and ifyou engage in this business under a different name, provide that name. Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Part lA Page 13 of21 Item 7 Your Name ___________________ Date_ _ _ _ _ _ _ __ 38099 CRD Number_ _ _ _ _ _ _ __ SEC 801- or 802 Number_ _ _ _ _ _ _ ___ Financial Industry Affiliations and Private Fund Reporting In this Item, we request infonnation 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): D D D D D D D D D D D D D D D D (1) broker-dealer, municipal securities dealer, or govennnent securities broker or dealer (registered or unregistered) (2) other investment adviser (including financial planners) (3) registered municipal advisor (4) registered security-based swap dealer (5) major security-based swap participant (6) 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 finn (ll)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 Note that Item 7.A should not be used to disclose that some ofyour employees perform investment advisory functions or are registered representatives of a broker-dealer. The number ofyour firm's employees who perform investment advisoryfunctions should be disclosed under Item 5.B(J). The number ofyour firm's employees who are registered representatives ofa broker-dealer should be disclosed under Item 5.B(2). Note that ifyou are filing an umbrella registration, you should not check Item 7.A. (2) with respect to your re~ving advisers, and you do not have to complete Section 7.A. in ScheduleD for your relying advisers. You should complete a Schedule Rfor each re~ying adviser. You do not need to complete Section 7.A. ofSchedule Dfor any related person ~f (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) }'OU 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 }'OUr relationship with the related person otherwise creates a conflict ofinterest with your clients. You must complete Section 7.A. ofScheduleD for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fund transfor agent VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00081 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.048</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS For each related person, includingforeign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. 38100 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Your Name__________________ Date__________________ Part 1A Page 14 of21 CRD Number__________________ SEC 801- or 802 Number_________________ pursuant to rule 206(4)-2(b)(J)), regardless ofwhether you have determined the related person to be operationally independent under rule 206(4)-2 ofthe Advisers Act. B. Are you an adviser to any private fund? D Yes D No If 'yes, " then for each private fund that you advise, you must complete a Section 7.B. (1) ofSchedu le D, except in certain circumstances described in the next sentence and in Instruction 6 ofthe Instructions to Part JA. Ifyou are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section 7.B.(l) of ScheduleD ofits FormADV (e.g., if you are a subadviser), do not complete Section 7.B. (1) ofScheduleD with respect to that private fund. You must, instead, complete Section 7.B. (2) ofSchedule D. In either case, ifyou seek to preserve the anonymity ofa private fimd 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 ScheduleD using the same code or designation in place ofthe fund's name. Item 8 Participation or Interest in Client Transactions In this Item, we request infonnation about your participation and interest in your clients' transactions. This infonnation identifies additional areas in which conflicts of interest may occur between you and your clients. Your responses to these questions should be based on the types of participation and interest that you expect to engage in during the next year. 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: (1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)? D D (2) buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients? D D (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.(l) or (2))? D D D D B. Do you or any related person: (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)? VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00082 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.049</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS Sales Interest in Client Transactions 38101 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Part 1A Page 15 of21 YourNrume___________________ Date CRD Number_ _ _ _ _ _ _ __ SEC 801- or 802 Number_ _ _ _ _ _ __ (2) recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for which you or auy related person serves as underwriter or general or managing partner? D D (3) recommend purchase or sale of securities to advisory clients for which you or any related person has auy other sales interest (other thau the receipt of sales commissions as a broker or registered representative of a broker-dealer)? D D (1) securities to be bought or sold for a client's account? D D (2) amount of securities to be bought or sold for a client's account? D D (3) broker or dealer to be used for a purchase or sale of securities for a client's account? D D (4) comtnission rates to be paid to a broker or dealer for a client's securities transactions? D D D D Investment or Brokerage Discretion C. Do you or any related person have discretionary authority to detennine the: D. If you answer"yes" to C.(3) above, are auy of the brokers or dealers related persons? Do you or any related person recommend brokers or dealers to clients? D D F. If you answer "yes" toE above, are auy of the brokers or dealers related persons? D D G. (1) Do you or any related person receive research or other products or setvices other thau execution from a broker-dealer or a third party ("soft dollar benefits") in connection with client securities transactions? D D (2) If"yes" to G.(l) above, are all the "soft dollar benefits" you or auy related persons receive eligible "research or brokerage setvices" under section 28(e) of the Securities Exchange Act ofl934? D D H. (l) Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals? D D (2) Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for the finn (cash or non-cash compensation in addition to the employee's regular salary)? D D Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (otl1er than you or any related person) for client referrals? D D I. In your response to Item 8.1., do not include the regular salary you pay to an employee. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00083 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.050</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS E. 38102 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Your Name _ _ _ _ _ _ _ _ __ Date_ _ _ _ _ _ _ __ Part lA Page 16 of21 CRD Number_ _ _ _ _ _ _ __ SEC 801- or 802 Number_ _ _ _ _ _ _ __ In responding to Items 8.H and 8.1., 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 8.1) any person in exchange for client reforrals, including any bonus that is based, at least in part, on the number or amount ofclient reforrals. 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': D D (a) cash or bank accounts? (b) securities? D D Ifyou are registering or registered with the SEC, answer "No'·' to Item 9.A.(l)(a) and (b) ifyou have custody solely because (i) you deduct your advisory fees direct(v 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 operational~y independent (pursuant to Advisers Act rule 206(4)-(2)(d)(5)) from the related person. (2) If you checked "yes" to Item 9.A.(l)(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) _ _ _ __ Ifyou are registering or registered with the SEC and you have custody solely because you deduct your advis01y fees directly from your clients' accounts, do not include the amount ofthose assets and the number ofthose clients in your response to Item 9.A. (2). Ifyour related person has custody ofclient 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 _y•our response to Item 9.B. (2). B. (1) In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advis01y clients': Yes D D (a) cash or bank accounts? (b) securities? No D D (2) If you checked "yes" to Item 9.B.(l)(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 (a)$_ _ _ __ VerDate Sep<11>2014 Total Number of Clients (b) _ _ _ __ 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00084 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.051</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS You are required to answer this item regardless ofhow you answered Item 9.A.(l)(a) or (b). 38103 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Your Part 1A Pa e 17 of21 Date_ _ _ _ _ _ _ _ __ CRD SEC 801- or 802 Number_ _ _ _ _ _ _ __ C. If you or your related persons have custoc{y of client funds or securities in connection with advisory services you provide to clients, check all the following that apply: D (1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage. D (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. D (3) An independent public accountant conducts an annual surprise examination of client funds and securities. D (4) An independent public accountant prepares an intemal control report with respect to custodial services when you or your related persons are qualified custodians for client funds and securities. Ifyou checked Item 9.C.(2), C.(3) or C. (4), list in Section 9.C. ofSchedule D the accountants that are engaged to perform the audit or examination or prepare an internal control report. (Ifyou checked Item 9.C (2), you do not have to list auditor information in Section 9.C ofScheduleD ifyou already provided this information with respect to the private fund'l you advise in Section 7.B. (1) ofSchedule 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 D (2) your related person(s) act as qualified custodian(s) D D IT ~{you checked 'yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfor agent pursuant to rule 206(4)-2(b)(l)) must be ident{fied in Section 7.A. ofSchedule D, regardless ofwhether you have determined the related person to be operational~y 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 (MMIYYYY) the examination co111111enced: 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 If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for infonnation about your direct owners and executive officers. Schedule B asks for information about your indirect owners. If tltis 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. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00085 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.052</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS In tltis Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10 should be provided for the filing adviser only. 38104 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Part lA Pa e 18 of2l YourNmne ___________________ CRD Number__________ SEC 801- or 802 A. Does any person not nmned in Item l.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? D Yes D No Ifyes, complete Section JO.A. ofSchedule D. B. If any person nmned in Schedules A, B, or Cor in Section IO.A. of ScheduleD is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please complete Section lO.B. of Schedule D. Item 11 Disclosure Information In this Item, we ask for infonnation about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to detennine whether to grant your application for registration, to decide whether to revoke your registration or to place lilnitations 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. In accordance with General Instmction 5 to Form ADV, "you" and "your" includes the filing adviser and all relying advisers under an umbrella registration. Your advisory affiliates are: (l) all of your current employees (other than employees perfonning only clerical, ad1ninistrative, 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 detennine who your advisory affiliates are. ffyou are registered or registering with the SEC or ifyou are an exempt reporting adviser, you may limit your disclosure ofany event listed in Item 11 to ten years following the date of the event. Ifyou are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit }'Our disclosure to ten years following the date ofan event on~v in responding to Items ll.A. (1), ll.A. (2), ll.B. (1), ll.B. (2), I J.D. (4), and ll.H(l)(a). For purposes of calculating this ten-year period, the date ofan event is the date the final order, judgment, or decree was entered, or the date any rights ofappeaf.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. Yes IT Do any of the events below involve you or any of your supervised persons? No D For "ves" answers to the following questions, complete a Criminal Action DRP: A. In the past ten years, have you or any advisory affiliate: D D (2) been charged with any felony? D D Ifyou are registered or registering with the SEC, or ifyou are reporting as an exempt reporting adviser, you may limit your response to Item ll.A. (2) to charges that are currently pending. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00086 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.053</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS (1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any folony? 38105 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Part 1A Page 19 of21 YourNrune ___________________ Date_________________ CRD Number__________________ SEC 801- or 802 Number_ _ _ _ _ _ _ _ __ 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 connuit any of these offenses? D D (2) been charged with a misdemeanor listed in Item 1l.B.(1)? D D Ifyou are registered or registering with the SEC, or ifyou are reporting as an exempt reporting adviser, you may limit your response to Item ll.B. (2) to charges that are currently pending. For "yes" answers to the following questions, complete a Regulatory Action DRP: C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: (1) found you or any advisory affiliate to have made a false statement or omission? D D (2) finmd you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes? D D (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? D D (4) entered an order against you or any advisory a.ffiliate in connection with investment-related activity? D D (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? D D ( 1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical? D D (2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes? D D (3) ever found you or any advisory affiliate to have been a cause of an investmentrelated business having its authorization to do business deuied, suspended. revoked, or restricted? D D (4) in the past ten years, entered an order against you or any advisory a.ffiliate in connection with an investment-related activity? D D (5) ever denied, suspended, or revoked your or any advisory a.ffiliate '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? D D VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00087 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.054</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulator_y· authority: 38106 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Part lA Page 20 of21 E. Your Na_me~__________ __ Date_ _ _ _ _ _ _ __ CRD Number_ _ _ _ _ _ _ __ SEC 801- or 802 Number_ _ _ _ _ _ _ __ Has any self-regulatory organization or commodities exchange ever: (1) found you or any advisory affiliate to have made a false statement or omission? D D (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)? D D (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? D D (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? D D Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended? D D G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part ofltem ll.C., ll.D., or ll.E.? D D (a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity? D D (b) ever found that you or any advisory ajjiliate were involved in a violation of investment-related statutes or regulations? D D (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? D D D D F. For "ves" answers to the following guestions. complete a Civil Judicial Action DRP: H. (1) Has any domestic or foreign court: (2) Are you or any advisory affiliate now tl1e subject of any civil proceeding that could result in a "yes" answer to any part of Item ll.H( 1)? 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 ofless than $25 1nillion. You are not required to VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00088 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.055</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS Item 12 Small Businesses 38107 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Part 1A Page 21 of21 Your Name Date____ _ _ __ CRDNumber -----------------SEC 801- or 802 Number ------------------ answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or s·witching 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 detennining 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. A. Did you have total assets of $5 rnillion or more on the last day of your most recent fiscal year? D D ( 1) control 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? 0 0 (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? 0 0 D D D D If 'yes, "you do not need to answer Items 12.B. and 12. C. B. Doyou: C. Areyou: 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? asabaliauskas on DSK5VPTVN1PROD with PROPOSALS (2) controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year? VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00089 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.056</GPH> (l) controlled by or under common control with another investment adviser 38108 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV YourNmne_ ____ __________________ SEC File N.o _ _ _ _ _ _ _ _ _ __ _ CRDNo _________________ Date_ Schedule A Direct Owners and Executive Officers l. 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 Otiicers. 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 ow11er 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 ow11ers 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 ovms 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 tmst 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. 0 0 3. Do you have any indirect owners to be reported on Schedule B? 4. In the DE/FE/I colunm below, enter "DE" if tl1e oW11er 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, tmstee, sole proprietor, elected manager, shareholder, or member: and for shareholders or members, the class of securities mmed (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 otiicers 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) DE/FE/I No B - 10% but less than 25% C - 25% but less than 50% Title or Status Date Title or Status Acquired Ownership Code D- 50% but less than 75% E- 75% or more Control Person asabaliauskas on DSK5VPTVN1PROD with PROPOSALS MM yyyy VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00090 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM CRDNo. IfNone: S.S. No. and Date of Birth, IRS Tax No. or Employer ID No. PR 02JYP1 EP02JY15.057</GPH> NA - less than 5% A- 5% but less than I 0% Yes Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Schedule B Your Name _ _ _ _ _ _ _ _ __ Date _ _ _ _ _ _ _ __ 38109 SEC File 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 ovvner that is a corporation, each of its shareholders that beneficially O\vns, 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 ofthe partnership's capital; (c) in the case of an owner that is a tmst, 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 all25% 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/FEll colmm1 below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign coll!1try, or 'T' if the O\\ller is an individual. 5. Complete the Status column by entering the O\vner'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 colmnn, 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 Ul1der this definition, most executive officers and all25% owners, general partners, elected managers, and trustees are control persons. (b) In the PR colll11lli, enter "PR" if the owner is a public reporting company under Sections 12 or 15( d) of the Exchange Act. (c) Complete each column. DE/FE/I D- 50% but less than 75% Entity in Which Interest is Owned Status Date Status Acquired asabaliauskas on DSK5VPTVN1PROD with PROPOSALS MM VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00091 Fmt 4702 E- 75% or more Ownership Code yyyy Sfmt 4725 E:\FR\FM\02JYP1.SGM F- Other (general partner, trustee, or elected manager) Control Person CRDNo. IfNone: S.S. No. and Date of Birth, IRS Tax No. or Employer ID No. PR 02JYP1 EP02JY15.058</GPH> FULL LEGAL NAME (Individuals: Last Name, First Name, Middle Name) C - 25% but less than 50% 38110 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Schedule C Your Name _ _ _ _ _ _ _ _ __ Date _ _ _ _ _ _ _ __ SEC File No. _ _ _ _ _ _ _ __ CRD No. _ _ _ _ _ _ _ __ Amendments to Schedules A and B 1. Use Schedule Conly to amend information requested on either Schedule A or Schedule B. Refer to Schedule A and Schedule B for specific instructions tor completing this Schedule C. Complete each colunm. 2. In the Type of Amendment column, indicate "A" (addition), "D" (deletion), or "C" (change in infonnation abont the same person). 3. Ownership codes are: C - 25% but less than 50% D- 50% but less than 75% E - 75% or more G - Other (general partner, trustee, or elected member) 4 List below all changes to Schedule A (Direct Owners and Executive Officers} DE/FE/I Type of FULL LEGAL NAME Title or Date Title or (Individuals: Last Name, Amendment Status Status Acquired First Name, Middle Name) MM/YYYY Ownership Code 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) Ownership Code Date Title or Status Acquired PR asabaliauskas on DSK5VPTVN1PROD with PROPOSALS MM/YYYY VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00092 Fmt 4702 Sfmt 4725 Control Person E:\FR\FM\02JYP1.SGM Control Person PR 02JYP1 CRDNo. If None: S.S. No. and Date of Birth, IRS Tax No. or Employer ID No. CRDNo. If None: S.S. No. and Date of Birth, IRS Tax No. or Employer ID No. EP02JY15.059</GPH> NA - less than 5% A - 5% but less than 10% B - I 0% but less than 25% Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV YourN.mn_e .. ___________________ Date_ ScheduleD Page 1 ofl7 38111 CRDNumber SEC 801- or 802 N~~b~;========= Certain items in Part lA of Form ADV require additional infom1ation on Schedule D. Use this ScheduleD to report details for items listed below. Report only new information or changes/updates to previously submitted infonnation. Do not repeat previously submitted information. This is an 0 INITIAL or SECTION LB. 0 AMENDED ScheduleD 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: D Add D Delete D Amend Name Jurisdictions SECTION IT Other Offices Complete the following infonnation for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section LF. 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 twenty-five offices (in tenus of numbers of employees)Check only one box: D Add D Delete (number and street) If this address is a private residence, check this box: D (area code) (facsimile number, if any) If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Fom1 BR), please provide the CRD Branch Number here: How many employees perform investment advisory functions from this office location? _ _ _ __ Are other business activities conducted at this office location? (check all that apply) D D D D D D D (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or conunodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accOlmting firm (7) Lawyer or law finn SECTION LL Website Addresses List your website addresses, including website addresses for social media platfom1s (including, but not limited to, Twitter, Facebook and/or Linkedin)- You must complete a separate ScheduleD Section 1T for each \'l;ebsite or social media website address. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00093 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.060</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS Describe any other investment-related business activities conducted trom this otllce location: 38112 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Your Name CRDNumber _nr ___ SEC 801- or 802 N.u: n_IJ_be_~J_r_ _ _ _ _ _ ___ Dme_------------- ScheduleD Page 2 of 17 Certain items in Part lA of Form ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new infonnation or changes/updates to previously submitted information. Do not repeat previously submitted infonnation. This is an 0 iNITIAL or 0 AMENDED ScheduleD Check only one box: D Add D Delete Website Address/Social Media Website Address: Location of Books and Records SECTION LL Complete the following infonnation 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 ScheduleD Section l.L. for each location. Check only one box: D Add D Amend D Delete Name of entity where books and records are k e p t : - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (mnnber and street) (city) If this address is a private residence, check this box: (area code) (telephone number) (state/country) D (zip+4/postal code) (facsimile number, if any) (area code) Done of your branch offices or affiliates. D a third-party unaffiliated recordkeeper. D other. Briefly describe the books and records kept at this location. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ This is (check one): SECTION LM. Registration with Foreign Financial Regulatory Authorities List the name and cotmtry, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate ScheduleD Section I.M. for each foreign financial regulatory authority with whom you are registered. Check only one box: D Add D Delete Name of Foreign Financial Regulatory Authority _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ Name ofCom1try SECTION 2A(8) Related Adviser If you are relying on the exemption in rule 203A-2(b) trom the prohibition on registration because you control, are contrvlled by, or are tmder common control with an investment adviser that is registered with the SEC and your principal office and place ofbusfness is the same as that of the registered adviser, provide the following information: Name of Registered Investment A d v i s e r : - : - - - : - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - CRD Ntm1ber of Registered Investment Adviser - : - : - - - - - - - - - - - - SEC Number of Registered Investment Adviser 801-_ _ _ _ _ _ _ _ _ _ __ SECTION 2A(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 Days D VerDate Sep<11>2014 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. 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00094 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.061</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS If you are relying on rule 203A-2( c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, 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: Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Your Name ScheduleD Page 3 of 17 38113 ClillNumber SEC 801- or 802 T-.,r;u:;u~Lu;hu,,"~'~--------- Dare_------------- Certain items in Part !A of Form ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new infonnation or changes/updates to previously submitted infom1ation. Do not repeat previously submitted information. This is an 0 INITIAL or D 0 AMENDED ScheduleD I tmdertake to withdraw from SEC registration if, on the !20th 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 2A(lO)Multi-State Adviser If you are relying on mle 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: D 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. D I undertake to withdraw from SEC registration ifi 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: D Within 90 days prior to the date of tiling 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. SECTION 2A(l2)SEC Exemptive Order If you are relying upon an SEC order exempting you from the prohibition on registration, provide the following infonnation: Application Ntm1ber: 803-_ _ _ _ _ __ Date of order: 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 fimd assets" has the same meaning here as it has tmder mle 203(m)-l. If you are an investment adviser with its principal office and place of business outside of the United Stares only include private fimd assets that you manage at a place of business in the United States. SECTION 4 Successions Complete the follmving information if you are succeeding to the business of a currently registered investment adviser, including a change of your stmcture or legal status (e.g., form of organization or state of incorporation). If you acquired more than one firm in the succession you are reporting on this Form ADV, you must complete a separate ScheduleD Section 4 for each acquired firm. See Part lA Instmction 4. Name of Acquired F i r m - - - - - - - - - - - - - - - - - - - - - - - - Acquired Firm's SEC File No. (if any) 801- Acquired Firm's CRD Number If you check Item 5.G (3), what is the SEC tlle 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 ScheduleD Section 5.G.(3) for each registered investment company and business development company to which you act as an adviser. Check only one box: D Add D Delete SEC File Number 811- or 814-_ _ _ _ __ VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00095 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.062</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development Companies 38114 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORIVI ADV CRD Number_ _ _ _ _ _ _ __ SEC 801- or 802 .um~~.b~e-r~_ _ _ _ _ _ __ .. Your Name __________ ScheduleD Page 4 of 17 Date_ _ _ _ _ _ _ __ Certain items in Part lA of Form ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new infom1ation or changes/updates to previously submitted infom1ation. Do not repeat previously submitted infonnation. This is anD iNITIAL or 0 AMENDED ScheduleD Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company or business development company that you advise. SECTION 5.!.(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 ScheduleD Section 5.I.(2) for each wrap fee program for which you are a portfolio manager. Check only one box: D Add D Delete D Amend Name of Wrap Fee Program - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Name of Sponsor _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) _ _ _ _ _ _ __ Sponsor's CRD Number (if any): SECTION 5.K.(l) Separately Managed Accounts Atl:er subtracting the amounts reported in Item 5.D.(2 )( d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each of the following categories of assets. If the remaining amount is at least $10 billion in regulatory assets tmder management, complete Question (a). If the remaining amotmt is less than $10 billion in regulatory assets tmder management, complete Question (b). End of year refers to the date used to calculate your regulatory assets tmder management for purposes of your annual updating amendment. Mid-year is the date six months before the end of year date. Each column should add up to 100%. (a) Asset Type (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) Exchange-Traded Equity Securities U.S. Govennnent /Agency Bonds U.S. State and Local Bonds Sovereign Bonds Corporate BondsInvestment Grade Corporate Bonds- NonInvestment Grade Derivatives Securities Issued by Registered Investment Companies or Business Development Companies Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies) Other Mid-year % End of year - VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00096 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.063</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS Generally describe any assets included in "Other": _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV CJW Number_ _ _ _ _ _ _ __ SEC 801- or 802 Number_ _ _ _ _ _ _ __ Your N'-am-~~e- _ _ _ _ _ _ __ _ Date_ _ _ _ _ _ _ __ ScheduleD Page 5 of 17 38115 Certain items in Part lA of Form ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new information or changes/updates to previously submitted information. Do not repeat previously submitted infonnation. This is an 0 INITIAL or 0 AMENDED ScheduleD (b) AssetTvpe (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) Endofyear Exchange-Traded Equity Securities US. Govemment /Agency Bonds US. State and Local Bonds Sovereign Bonds Corporate BondsInvestment Grade Corporate Bonds -NonInvestment Grade Derivatives Securities Issued by Registered Investment Companies or Business Development Companies Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies) Other _% Generally describe any assets included in "Other": _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ Section 5.K.(2). Separately Managed Accounts- Use of Borrowings and Derivatives. If your regulatory assets tmder management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under management attributable to separately managed accounts are at least $150 million but less than $10 billion, you should complete Question (b). (a) In the table below, provide the following information regarding the separately managed accounts you advise. If you arc a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the number of separately managed accotmts yon advise according to net asset value and gross notional exposure. For this purpose, the gross notional exposure of an accotmt is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the net asset value of the account In column 2, provide the weighted average amount of borrowings (as a percentage of net assets) for the accounts included in cohmm 1. In column 3, provide the weighted average gross notional value of derivatives (aggregate gross notional value of derivatives divided by the aggregate net asset value of the accotmts included in coltmm 1) with respect to each category of derivatives specified in 3(a) through (f). VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00097 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.064</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS You do not need to complete the table with respect to any separately managed accounts with a net asset value ofless than $10,000,000. 38116 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV CRD"L _,_ Your Name ScheduleD Page 6 of 17 Date _ _ _ _ _ _ _ _ __ SEC 801- or 802 Number_ _ _ _ _ _ _ __ Certain items in Part lA of Form ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new intormation or changes/updates to previously submitted information. Do not repeat previously submitted infommtion. This is anD INITIAL or (i) Net asset value of account 0 AMENDED ScheduleD Mid-Year Gross notional exposure 1 2 Number of accounts Averaj!e borrowings (a) Interest Rate Derivative $10,000,000249,999,999 $1,000,000,00 0-or greater (h"; Pnrt<i<>n '~Z. •hn~:a· •wn.;;• . ""'..,. ,;, :0.," ~.edit Exposures (f) Other ". (e) ~~ Derivative .. Less than 10% 10·99% 100-199% 200°/6 or more I"ess than 10% 10-99% 100-199% 200%ormore Less than 10% 10-99% 100-199% 200%m·more $250,000,000999,999,999 3 Derivative Average ... ... .. .. .. Optional: Use the space below to provide a narrative description of the strategies and!or mmmer in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (ii) Net asset value of account EndofYear Gross notional exposure 1 2 Number of Average borrowiugs accounts. (a) Interest Rate Derivative $10,000,000249,999,999 $250,000,000999,999,999 Less than 10% 10-99% 100-199% 200% or more Less than 10% 10-99% 100-199% 200% or more Less than 10% 10·99% 100-199% 200%ormore (b)Foreign Exchange Derivative ~c) Credit (d) Equity Derivative Exposures (e) Commodity Derivative Sf) Other .. .. Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00098 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.065</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS $1,000,000,00 0-or greater 3 Derivative Average Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Your Name _ _ _ _ _ _ _ _ __ ScheduleD Page 7 of 17 38117 LIWNumber SEC 801- or 802 '-T. --------- Date Certain items in Part lA ofFom1 ADV require additional infom1ation on Schedule D. Use this ScheduleD to report details for items listed below. Report only new information or changes/updates to previously submitted information. Do not repeat previously submitted infonnation. This is an 0 INITIAL or 0 AMENDED ScheduleD (b) In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets lmder management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide infonnation with respect to the portion of the account that you subadvise. In colmnn 1, indicate the nmnber of separately managed accolUlts you advise according to net asset value and gross notional exposure. For purposes of this item, the gross notional exposure of an accmmt is the percentage obtained by dividing (i) the SlUll of (a) the dollar an10unt of any borrowings and (b) the gross notional value of all derivatives, by (ii) the net asset value of the account. In column 2, provide the weighted average amount of borrowings (as a percentage of net asset value) for the accounts included in colunm 1. You do not need to complete the table with respect to any separately managed accounts with a net asset value ofless than $10,000,000. 1 Net asset value of account $10,000,000249,999,999 Gross notional exposure Less than 10% 10-99% 100-199% 200%ormore Less than 10% 10-99% $250,000,000999,999,999 2 Number of accounts Average barrowin{.ls ' 10~199% $1,000,000,000or greater 200%ormore Less than 10% 10-99% 100-199% 200%ormore Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accmmts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts Complete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your separately managed accolUlt client regulatory assets under management. (a) Legal name of custodian: _ _ _ _ _ _ _ _ _ _ _ _ _ __ (c) The location(s) of the custodian's office( s) responsible for custody of the assets (city, state and cmmtry ): (d) Is the custodian a related person of your firm? D Yes D No (e) If the custodian is a broker-dealer, provide its SEC registration number (if any) 8-_ _ _ _ _ __ VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00099 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.066</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS (b) Primary business name of custodian: - - - - - - - - - - - - - - - 38118 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Your Name_____________ Dme ScheduleD Page 8 of l7 CRDNumber SEC 801- or 802 N.tmIl_n_o_e _ _ _ _ _ _ _ ___ __ _r Certain items in Part lA of Form ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only ne\v information or changes/updates to previously submitted infom1ation. Do not repeat previously submitted infom1ation. This is anD INITIAL or D AMENDED ScheduleD (f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any),_ _ _ _ _ _ _ _ __ (g) What amount of your regulatory assets tmder management attributable to separately managed accotmts is held at the custodian? _ _ __ Tfyou are actively engaged in other business using a different name, provide that name and the other line(s) of business. 0 Add 0 Delete 0 Amend Other Business Name: - - - - - - - - - - - - - - - - - - - - - - - - - Other line(s) of business in which you engage using this name: (check all that apply) D D D D D D D D D D D D D D (1) broker-dealer (registered or mrregistered) (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) tmst company (9) registered municipal advisor (10) registered security-based swap dealer (ll) major security -based swap participant (12) accountant or accounting finn (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 If you engage in that business under a different name, provide that name: VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00100 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.067</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 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. Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV ..e _________________ Date.________________ ClUJ Number SEC 801- or 802 Number________________ YourN~mn~ ScheduleD Page 9 of 17 38119 Certain items in Part lA ofFom1 ADV require additional infonnation on Schedule D. Use this ScheduleD to report details for items listed below. Report only new infonnation or changes/updates to previously submitted information. Do not repeat previously submitted infom1ation. This is an 0 INITIAL or SECTION7A 0 AMENDED ScheduleD Financial Industry Affiliations Complete a separate ScheduleD Section 7.A. for each related person listed in Item 7.A. Check only one box: D Add 1. D Delete D Amend 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(a)CRDNumber(ifany): _ _ _ _ __ 5. Related Person is: D D D D D D (a) (b) (c) (d) (e) (f) D (g) D (h) D (i) D G) D (k) D (l) D (m) D (n) D (o) D (p) (b) CIK Number(s) (if any): _ _ _ __ (check all that apply) broker-dealer, municipal securities dealer, or govermnent 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 connnodity trading advisor (whether registered or exempt from registration) futures connnission 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? D Yes D No 7. Are you and the relatedperson 1mder common control? D Yes D No 8. (a) Does the related person act as a qualified custodian for your clients in connection vvith advisory services you provide to clients? D Yes D 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 mle 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? D Yes D No (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? VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00101 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM DYes 02JYP1 0No EP02JY15.068</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS (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: 38120 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Your Jru_ne .. ___________________ ScheduleD Page 10 of 17 CRDNumber ---------SEC 801- or 802 "~ Date~ Certain items in Part lA ofFonn ADV require additional infommtion on Schedule D. Use this ScheduleD to report details for items listed below. Report only new information or changes/updates to previously submitted information. Do not repeat previously submitted infonnation. This is an 0 INITIAL or 0 AMENDED ScheduleD (b) If the answer is yes, tmder what exemption? 10. (a) Is the related person registered with aforeignfinancial regulatmy authority? DYes D No (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? DYes DNo 12. Do you and the related person share the san1e physical location? DYes DNo SECTION 7.B.(l) Private Fund Reporting Check only one box: A. D Add D D Amend Delete PRIVATE FUND Information About the Private Fund 1. (a) Nanleoftheprivatefimd: ______________ (b) Private fund identification number: _ _ _ _ _ _ __ 2. Under the laws of what state or co1mtry is the private fund organized: _ _ _ _ _ _ _ _ _ __ 3. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity): (a) Check only one box: D Add D Delete D Amend (b) If filing an umbrella registration, identify the filing adviser or relying adviser that sponsors or manages this private fund 4. The private fund (check all that apply; you must check atleast one): D D 5. (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 List the nan1e and country, in English, of each foreign financial regulatory authority with which the private fimd is registered. Check only one box: D Add D Delete D Amend English Name of Foreign Financial Regulatory Authority (a) Is this a "master ftmd" in a master-feeder arrangement? DYes DNo (b) If yes, what is the name and private fund identification number (if any) of the feeder fi.mds investing in this private funr.l? Check only one box: D Add D Delete D Amend (c) Is this a "feeder fund" in a master-feeder arrangement? VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00102 Fmt 4702 DYes DNo Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.069</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 6. Name of Country Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV CRD Number_ _ _ _ _ _ _ __ SEC 801- or 802 Number_ _ _ _ _ _ _ __ Your ScheduleD Page 11 of 17 38121 Date_ _ _ _ _ _ _ __ Certain items in Part !A ofFom1 ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new· intom1ation or changes/updates to previously submitted infonnation. Do not repeat previously submitted infonnation. This is an 0 iNITIAL or 0 AMENDED ScheduleD (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this privatefimd invests? Check only one box: D D Add D Amend Delete NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single ScheduleD, Section 7.B.( I) for the master-feeder arrangement or reporting on the funds separately. 7. If you are filing a single Schedule D, Section 7.B.(l) for a master-feeder arrangement according to the instructions to this Section 7.B.(l ), for each of the feeder funds answer the to!lowing questions: Check only one box: D D Add D Amend Delete (a) Name of the private fund: _ _ _ __ (b) Private fund identification number: _ _ _ _ _ __ (c) Under the laws of what state or country is the private fimd organized: _ _ _ _ _ _ _ __ (d) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity): (1) Check only one box: D Add D Delete D Amend (2) If filing an umbrella registration, identify the filing adviser or re{ving adviser that sponsors or manages this private fund. (e) The private fund (check all that apply; you must check at least one): D D (f) (l ) qualifies tor 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 List the name and country, in English, of each foreign jlnancial regulatory authority with which the private fund is registered. Check only one box: D Add D Delete D 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. (a) Is this privatefimd a "ftmd of funds"? DYes D No NOTE: For purposes of this question only, answer "yes" if the fund invests l 0 percent or more of its total assets in other pooled investment vehicles, regardless of whether they are also private funds or registered investment companies. (b) If yes, does the private fimd invest in funds managed by you or by a related person? VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00103 Fmt 4702 Sfmt 4725 DYes E:\FR\FM\02JYP1.SGM 0No 02JYP1 EP02JY15.070</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 8. 38122 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Your Name _ _ _ _ _ _ _ _ __ Date _ _ _ _ _ _ _ __ ScheduleD Page 12 of 17 CI?D Number_ _ _ _ _ _ _ __ SEC 801- or 802 Number_ _ _ _ _ _ _ __ Certain items in Part lA of Form ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new information or changes/updates to previously submitted infom1ation. Do not repeat previously submitted information. This is an 0 INITIAL or 9. 0 AMENDED ScheduleD During your last fiscal year, did the private fund invest in securities issued by investment companies registered tmder the Investment Company Act of 1940 (other than "money market funds," to the exient provided in Instruction 6.e.)? DYes D No 10. What type of fund is the privatefimd? D hedge fund D liquidity fund D private equity fund D real estate fund D securitized asset fund D venture capital fund OOther pn·vatefund: _ _ _ __ NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part lA. ll. Current gross asset value of the private fimd: $ 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). l3. Approximate number of the private jimd' s heneficial 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 ow11ed (in the aggregate) by: a. Funds of funds: % b. Qualified clients % 16. What is the approximate percentage of the private fund beneficially owned by non-United States persons: % Your Advisorv Services D Yes 0No (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? DYes 0No (b) If the answer to question 18(a) is "yes," provide the name and SEC file nun1ber, if any, of the other advisers to the private fund. If the answer to question 18(a) is "no," leave this question blank. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00104 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.071</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 17. (a) Are you a subadviser to this private fund? 38123 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV CRD Number_ _ _ _ _ _ _ __ SEC 801- or 802 Number_ _ _ _ _ _ _ __ Your Name ScheduleD Page l3 ofl7 Da~_------------- Certain items in Part lA of Fom1 ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed belo\V. Report only new information or changes/updates to previously submitted infonnation. Do not repeat previously submitted infommtion. This is an 0 INITIAL or 0 AMENDED ScheduleD Check only one box: D Add D Delete D Amend 19. Are your clients solicited to invest in the private fund? D Yes D No NOTE: For purposes of this question, do not consider feeder funds of the private fund. 20. Approximately what percentage of your clients has invested in the private fimd? ___% Private Offering 21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933? DYes DNo 22. If yes, provide the private fund's Form D file number (if any): Check only one box: D Add D Delete D Amend 021-_ _ _ _ __ B. SERVICE PROVIDERS D Check this box if you are filing this FormADV through the IARD system and want the lARD system to create a new ScheduleD, Section 7.B.(l) with the same service provider information you have given here in Questions 23 - 28 for a new privatefimd for which you are required to complete Section 7.B.(l) 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 betore you submit your filing. Auditors 23. (a) (1) Are the private fund's fmancial statements subject to an mmual audit? DYes DYes (2) If the answer to 23( a)( 1) is yes, are the fmancial statements prepared in accordance with U.S. GAAP? DNo DNo If the answer to 23(a)(l) is "yes," respond to questions (b) through (h) below. If the privatefimduses more than one auditing firm, you must complete questions (b) through (h) separately for each auditing fim1. Check only one box: D Add D Delete D Amend (b) Name of the auditing f i r m : - - - - - - - - - - - - - - - - - - - - - - (c) The location of the auditing firm's office responsible for the private fund's audit (city, state and cotmtry): (d) Is the auditing finn an independent public accountant? DYes DNo (e) Is the auditing firm registered with the Public Company Accounting Oversight Board? DYes DNo If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accotmting Oversight Board in accordance with its mles? DYes DNo If yes, Public Compm1y Accom1ting Oversight Board Registration Number: (g) Are the private fund's audited finm1cial statements for the most recently completed fiscal year distributed to the private fund's investors? DYes DNo (h) Do all of the reports prepared by the auditing finn for the private fimd since your last annual updating amendment contain unqualified opinions? DYes DNo VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00105 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 DReportNot EP02JY15.072</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS (f) 38124 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV CRD Number_ _ _ _ _ _ _ __ SEC 801- or 802 Number_ _ _ _ _ _ _ __ Your ScheduleD Page 14 of 17 Date _ _ _ _ _ _ _ __ Certain items in Part lA ofFom1 ADV require additional infom1ation on Schedule D. Use this ScheduleD to report details for items listed below. Report only new information or changes/updates to previously submitted infonnation. Do not repeat previously submitted infom1ation. This is an 0 INITIAL or 0 AMENDED ScheduleD Yet Received Ifyou check "Report Not Yet Received," you must promptly file an amendment to your FormADVto update your response when the rep011 is available. Prime Broker D No 24. (a) Does the private fund use one or more prime brokers? DYes [fthe answer to 24(a) is "yes," respond to questions (b) through (e) below for each prime broker the privatefimduses. 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: D Add D Delete D 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 privatefimd (city, state and country): (e) Does this prin1e broker act as custodian for some or all of the private fimd's assets? D Yes 0No Custodian 25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets? DYes D No If the answer to 25( a) is "yes," respond to questions (b) through (f) below for each custodian the private fimd uses. If the private fimd uses more than one custodian, you must complete questions (b) through (g) separately for each custodian. Check only one box: D Add D Delete D 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 finn? D Yes D No (f) If the custodian is a broker-dealer, provide its SEC registration number (if any) 8-_ _ _ _ _ __ (g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier Administrator 26. (a) Does the pn·vatefund use an administrator other than your firm? DYes 0No 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. D Delete D Amend (b) Name of administrator:-------------(c) Location of administrator (city, state and country): _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ (d) Is the administrator a related person of your firm? DYes VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00106 Fmt 4702 0No Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.073</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS Check only one box: D Add Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Your lame _____ __________________ Date___________ ScheduleD Page 15 of 17 38125 CRD Number____________ SEC 801- or 802 Number________________ Certain items in Part lA ofFom1 ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new infom1ation or changes/updates to previously submitted infonnation. Do not repeat previously submitted information. This is an 0 INITIAL or 0 AMENDED ScheduleD (e) Does the administrator prepare and send investor account statements to the private fund's investors? DYes (provided to all investors) (f) D Some (provided to some but not all investors) D 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 accotmt 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 detennined by such person. Marketers 28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes? D Yes D 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 privatefimd 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: D Add D Delete D Amend (b) Is the marketer a related person of your firm? D Yes DNo (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 N1m1ber (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 fond through one or more websites? DYes DNo (g) If the answer to 28(f) is "yes," list the website address( es): _ _ _ __ SECTION 7.B.(2) Private Fund Reporting (2) Private fimd identification number _ _ _ _ __ (3) Name and SEC File number of adviser that provides information about this private fund in Section 7.B.(l) of ScheduleD of its Form ADV filing , 801or 802-_ _ _ _ __ (4) Are your clients solicited to invest in this private fund? VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00107 DYes Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 DNo EP02JY15.074</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS (1) Name of the private fund _ _ _ _ _ _ _ _ _ __ 38126 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Your Name ___________________ Date __________ ScheduleD Page 16 of 17 CRD Number_ _ _ _ _ _ _ __ SEC 801- or 802 Number_ _ _ _ _ _ _ __ Certain items in Part !A ofFormADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new infonnation or changes/updates to previously submitted infommtion. Do not repeat previously submitted information. This is an 0 INITIAL or 0 AMENDED ScheduleD 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 ftmds ("feeder t1mds") invest all or substantially all of their assets in a single fund ("master fund"). A fimd 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 mtt~t complete a separate ScheduleD Section 9.C. for each independent public accountant. Check only one box: 0 Add 0 Delete 0 Amend (I) Name of the independent public accountant: -----------------------------------(2) The location of the independent public accountant's office responsible for the services provided: (city) (state/country) (zip+4/postal code) (3) Is the independent public accountant registered with the Public Company Accounting Oversight Board? DYes 0No (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? 0 Yes 0 No If yes, Public Company Accounting Oversight Board Registration Number: _____________ (5) The independent public accountant is engaged to: A. 0 B. 0 C. 0 audit a pooled investment vehicle perform a surprise examination of clients' assets prepare an internal control report (6) Since your last annual updating amendments, did all of the reports prepared by the independent public accountant that audited the pooled investment vehicle or tlmt examined internal controls contain unqualified opinions? 0 Yes 0 No 0 Report Not Yet Received lfyou 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 lO.A. Control Pe1:wns You must complete a separate ScheduleD Section lO.A. for each control person not named in Item l.A. or Schedules A, B, or C that directly or indirectly controls your management or policies. Check only one box: 0 Add 0 Delete 0 Amend (2) CRDNumber(ifany) _ _ _ _ _ _ _ _ __ VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00108 Termination Date Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM --;;:;;;;Tcld/VVvV:--- 02JYP1 EP02JY15.075</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS (1) Finn or Organization Name Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV YourNmne ______________ Dare ScheduleD Page 17 ofl7 38127 ========= CRDNumber SEC 801- or 802 N~~~b~~~ Certain items in Part !A ofFormADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new intonnation or changes/updates to previously submitted infom1ation. Do not repeat previously submitted infonnation. This is an 0 INITIAL or 0 AMENDED ScheduleD (3) Business Address: (number and street) (city) If this address is a private residence, check this box: (state/country) D (zip+4/postal code) (4) Individual Name (if applicable) (Last, First, Middle) (5) CRDNumber(ifany) _ _ _ _ _ _ _ __ Effective Date __________ nun/ddlyyyy Termination Date _________ nnn/dd/yyyy (6) Business Address: (mm1ber and street) (city) If this address is a private residence, check this box: (state/country) D (zip+4/postal code) (7) Briefly describe the natnre of the control: SECTION lO.B. Control Person Public Reporting Companies If any person named in Schedules A, B, or C, or in Section 10 A. of ScheduleD is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please provide the to!lowing information (you must complete a separate ScheduleD Section IO.B. for each public reporting company): (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 VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00109 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.076</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS You may use the space below to explain a response to an Item or to provide any other information. 38128 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV CRD Number_ _ _ _ _ _ _ __ SEC 801- Your Name__________ ScheduleR Pa c l of7 Check the box that indicates what you would like to do: Submit a new ScheduleR D Submit an initial ScheduleR. Amend a Schedule R 0 Amend an existing Schedule R Delete a Schedule R D Delete an existing ScheduleR for a re(ving adviser that is no longer eligible for SEC registration 0 Delete an existing ScheduleR for a re(ving adviser that is no longer relying on this umbrella registration SECTION 1 Identifying Information Responses to this Section 1 tell us who you (the relying adviser) are, where you are doing business, and how we can contact you. A Your full legal name: B. Name under which you primarily conduct your advisory business, if different from Section l.A or Item l.A o[thejiling adviser's Form ADV Part lA C. List any other business names and the jurisdictions in which you use them. Complete this question for each other business name. 0 Add 0 Delete 0 Amend Name _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Jurisdiction _ _ _ _ _ _ _ _ _ _ _ _ _ __ You do not hm'e to include the names orjurisdictions of the filing adviser or other re(ving adviser(.~) in response to this Section l.C. D. If you have a number ("CRD Number") assigned by the FJNRA 's CRD system or by the TARD system (other than the filing adviser's CRD munber), your CRD number: _ _ _ __ Ifyou do not have a CRD numbe1~ skip this Section J.D. Do notprovide the CRD number of one ofyour officers, employees, or affiliates (mcluding the filing adviser). E. Principal Office and Place ofBusiness 0 Same as the filing adviser. (1) Address (do not use a P.O. Box): (city) (zip+4/postal code) If this address is a private residence, check this box: 0 (2) Days of week that you normally conduct business at your principal office and place of business: Monday - Friday 0 Other: Nonnal business hours at this location: (3) Telephone number at this location: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ (area code) (telephone number) (4) Facsimile number at this location, if any: VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00110 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.077</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 0 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV YourN.m_ne .. _____________ ScheduleR F. ClUJ Number_ SEC 801- Number_ _ _ _ _ _ _ __ Date_ _ _ _ _ _ _ __ Page 2 of7 38129 Mailing address, if different from your pn·ncipal office and place of business address: 0 Same as iliefiling adviser. (number and street) (city) (state/country) (zip+4/postal code) Ifiliis address is a private residence, check this box: G. 0 Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each oilier in ilie financial marketplace. You may not have a legal entity identifier. H: If you have Central Index Key numbers assigned by the SEC ("CIK Number"), all of your CIK numbers: SECTION2 SEC Registration Responses to this Section help us (and you) determine whether you are eligible to register with the SEC. A To be a relying adviser, you must be independently eligible to register (or remain registered) with the SEC. You must check at least one of the Sections 2.A(l) through 2.A(8), below. Part lA Instruction 2 provides information to help you detennine whether you may affirmatively respond to each of these items. You (the relying adviser): 0 (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; 0 (2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more butless 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 (b) not subject to examination by the state securities authority of the state where you maintain your pn'ncipal office and place of business; 0 (3) have your principal office and place of business in Wyoming (which does not regulate advisers); 0 (4) have your principal office and place of business outside the United States; (5) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is lmder 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; 0 (6) are an adviser relying on rule 203A-2( c) because you expect to be eligible for SEC registration within 120 days; If you check this box, you must make both of the representations below: VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00111 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.078</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 0 38130 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Your Name Date_------- ScheduleR Page 3 of7 CRDNumber-----------------SEC 801- :;-N·r~u.rn __________ .. -tt.~beJ: 0 0 0 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. By submitting this Form ADV to the SEC, the filing adviser undertakes to file an amendment to this umbrella registration to remove this ScheduleR i( on the I 20th day after this application for umbrella registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registering with the SEC. (7) are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d); If this is your initial filing as a relying adviser, you must make both of these representations: 0 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. 0 The filing adviser undertakes to file an amendment to this umbrella registration to remove this Schedule R if, at the time of the annual updating amendment, 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: 0 D 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. (8) have received an SEC order exempting you from the prohibition against registration \vith the SEC; If you check this box, provide the following information: Application Nmnber: 803-__________ Date of order: -----:----:-:-::-:(nnnldd/yyyy) 0 SECTION 3 A (9) are no longer eligible to remain registered with the SEC. Fonn of Organization How are you organized? 0 D D Corporation 0 0 Sole Proprietorship 0 Limited Liability Company (LLC) 0 Limited Liability Partnership (LLP) Limited Partnership (LP) In what month does your fiscal year end each year? C. Under the laws of what state or country are you organized? _ _ _ _ _ _ _ _ __ Ifyou are a partnership, provide the name of the state or country under whose laws your partnership was formed VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00112 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.079</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS B. Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV ScheduleR Page 4 of7 SECTION 4 YourNmne ____________________ Date_ 38131 CRD Number_ _ _ _ _ _ _ __ SEC 801- Number_ _ _ _ _ _ _ ___ Control Persons In this Section 4, we ask you to identify each other person that, directly or indirectly, controls you. A Direct Owners and Executive Officers (1) Section 4.A asks for information about your direct owners and executive officers. (2) Direct 0\:vners and Executive Officers. List below the names of: (a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, 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 Section 4.A, 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 partuership, all general partners and those limited and special partners that have tl1e right to receive upon dissolution, or have contributed, 5% or more of your capital; (d) in the case of a trust tl1at directly owns 5% or more of a class of your voting securities, or that has tl1e 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 lin1ited 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 in Section 4.B below? D DYes No (4) In the DE/FE/I colunm below, enter "DE" if the ovmer 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 colunm 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: B - 10% but less than 25% A- 5% but less than 10% C - 25% but less than 50% D - 50% but less than 75% E - 75% or more (7) (a) In the Control Person colunm, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if tl1e person does not have control. Note that under this definition, most executive officers and all25% owners, general partuers, elected managers, and trustees are control persons. (b) In the PR colull111, enter "PR" if the mvner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c) Complete each column. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00113 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.080</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS NA - less than 5% 38132 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV ScheduleR CRD Number_ _ _ _ _ _ _ __ SEC 801- Number_ _ _ _ _ _ _ __ Your Name Dare_------------- Page 5 of7 Check this box if you are filing this FonnADV through the IARD system and want the IARD system to pre-fill the chart below with the same direct owners and executive officers you have provided in Schedule A for your filing adviser. If you check the box, the system will pre-fill these fields for you, but you will be able to manually edit the information after it is pre-filled and 0 before you submit your filing. FULL LEGAL NAME (Individuals: Last Name, First Name, Middle Nmne) DE/FE/I Entity in Which Interest is Owned Status Date Status Acquired MM Control Person Ownership Code yyyy PR CRDNo. If None: S.S.No. and Date of Birth, IRS TaxiDNo. or Employer IDNO B. Indirect Owners (1) Section 4.B asks for information about your indirect owners; you must first complete Section 4.A, which asks for information about your direct owners. (2) Indirect CAv11ers. With respect to each owner listed in Section 4.A (except individual owners), list below: (a) in the case of m1 ovmer 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 ot~ 25% or more of a class of a voting security of that corporation; For purposes of this Section, 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 m1 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; m1d (d) in the case of an ow11er 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 all25% owners at each level. Once a public reporting company (a compm1y subject to Sections 12 or 15(d) of the Exchange Act) is reached, no further O\\Tiership information need be given. (4) In the DE/FE/I colunm below, enter "DE" if the owner is a domestic entity, "FE" if the ow11er is an entity incorporated or domiciled in a foreign country, or "I" if the owner is an individual. (6) Ow11ership codes are: C- 25% but less than 50%, D- 50% but less than 75%, partner, trustee, or elected manager) E - 75% or more, F - Other (general (7) (a) In the Control Pe~:wn cohurm, enter "Yes" ifthe person has control as defined in the Glossary ofTenns to Form ADV, and enter "No" if the person does not have control. Note that tmder this definition, most executive officers and all25% owners, general partners, elected managers, and trustees are control persons. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00114 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.081</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS (5) Complete the Status coh111111 by entering the ow11er's status as partner, trustee, elected mm1ager, shareholder, or member; m1d for shareholders or members, the class of securities ovmed (if more than one is issued). 38133 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV Your Name_ _ _ _ _ _ _ _ __ Date_ _ _ _ _ _ _ __ ScheduleR Page 6 of7 CRD Number_ _ _ _ _ _ _ __ SEC 801- Number_ _ _ _ _ _ _ __ (b) In the PR column, enter "PR" ifthe owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act (c) Complete each column. Check this box if you are filing this Fmm ADV through the lARD system and want the lARD system to pre-fill Schedule B with the same indirect owners you have provided in Schedule B for your filing adviser. If you check the box, the system will pre-fill these fields for you, but you will be able to manually edit the information after it is pre-filled and before you D submit your filing. FULL LEGAL NAME (Individuals: Last Name, First Name, Middle Name) DE/FE/I Entity in Which Interest is Owned Status Date Status Acquired MM Ownership Code Control Person yyyy PR C. CRDNo. If None: S.S.No. and Date of Birth, IRS TaxiDNo. or Employer IDNO Does any person not named in Section 1.A., Section 4.A, or Section 4.B directly or indirectly, control your management or D Yes D No policies? If yes, you must complete the information below for each control person not named in Section 1.A., Section4.A, or Section4.B that directly or indirectly controls your management or policies. Check only one box: D Add D Delete D Amend ( 1) Firm or Organization Name (2) CRD Number (if any) _ _ __ Termination Date------,,.,. Effective Date ------:-: mmldd/yyyy mmldd/yyyy (3) Business Address: (number and street) If this address is a private residence, check this box: D (4) Individual Name (if applicable) (Last, First, Middle) (5) CRDNumber(ifany) _ _ __ Effective Date --------,-, Tennination Date------,,. mmldd/yyyy mmldd/yyyy (6) Business Address: (number and street) (city) (state/country) VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00115 D Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.082</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS If this address is a private residence, check this box: (zip+4/postal code) 38134 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules FORMADV ScheduleR Page 7 of7 Your Name Date_------- CRD Number_ _ _ _ _ _ _ __ SEC 801- "N'~u~rnlbvei:__ _ _ _ _ __ .. (7) Briefly describe the nature of the control: D. If any person named in Section 4.A, Section 4.B, or Section 4.C is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, complete the information below (you must complete this information tor each public reporting company). Check only one box: D Add D Delete D Amend (1) Full legal name of the public reporting company: VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00116 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.083</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS (2) The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company): 38135 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules CRIMINAL DISCLOSURE REPORTING PAGE (ADV) GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an D INITIAL OR D AMENDED response used to report details for affirmative responses to Items ll A or ll.B. ofFonn ADV. Check item(s) being responded to: D ll.A(l) D ll.A(2) Dll.B(l) Dll.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 ofthe same charge arising out ofthe 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 tins DRP to report all charges arising out of the same event. One event may result in more than one afiirmative answer to the items listed above. PARTI A. The person(s) or entity(ies) for whom this DRP is being filed is (are): D You(theadvisoryfirm) D You and one or more of your advisory affiliates D One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory qffiliate 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 ti1e appropriate box. I YonrName Yonr CRD Number ADVDRP -ADVISORY AFFILIATE ICRDNumber This advisory affiliate is Registered: Da f11111 Dan individual DNo DYes Name (For individuals, Last, First, Middle) D D 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 ti1e circumstances: If the advisory affiliate is registered through the lARD system or CRD system, has the advisory affiliate submitted a DRP (with Fom1ADV, BD or U-4) to the lARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. D Yes D No NOTE: The completion of this form does not relieve the advisory qffiliate of its obligation to update its lARD or CRD records. (continued) VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00117 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.084</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 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 or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. D B. This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser. 38136 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 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 advismy 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 D Date First Charged (MMIDD/YYYY): Exact D 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 tor each charge, and (4) product type if charge is investment-related). C. Did any of the Charge(s) within the Event involve a felony? D Yes D. Current status of the Event? E. Event Status Date (complete unless status is Pending) (MMIDD/YYYY): D Exact D D Pending D OnAppeal D D 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. VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00118 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.085</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS (continued) Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 38137 CRIMINAL DISCLOSURE REPORTING PAGE (ADV) (continuation) VerDate Sep<11>2014 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.) 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00119 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.086</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 5. 38138 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV) GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an D INITIAL OR D AMENDED response used to report details for affinnative responses to Items ll.C., ll.D., ll.E., ll.F. or ll.G. ofFormADV. Check item(s) being responded to: D D D D ll.C(l) ll.D(l) ll.E(l) ll.F. D D D D ll.C(2) ll.D(2) ll.E(2) ll.G. D ll.C(3) D ll.D(3) D ll.E(3) D ll.C(4) D ll.D(4) D ll.E(4) D ll.C(5) D ll.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 ll.C., ll.D., ll.E., ll.F. or ll.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): D You (the advisory finn) D You and one or more of your advisory affiliates D 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 nan1e ). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. I YourName Your CRD Number ADV DRP- ADHSORY AFFILIATE CRD Number IThis advisory affiliate is I '-·- - - - - - - - - - - - - - - - - ' · Registered: D D a finn Yes D D an individual No Name (For individuals, Last, First, Middle) D This DRP should be removed tfom the ADV record because the advisory affiliate(s) is no longer associated with the adviser. D 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 or reporting as an exempt reporting adviser 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 authon·ty, you may remove a DRP for an event you reported only in response to Item ll.D(4), and only ifthat 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. D If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with FormADV, 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. D Yes D No NOTE: VerDate Sep<11>2014 The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. (continued) 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00120 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.087</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 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: 38139 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV) (continuation) PART II 1. Regulatory Action mitiated by: D SEC D Other Federal D State D SRO D Foreign (Full name of regulator,foreign financial regulatory authority, federal, state or SRO) 2. Principal Sanction (check appropriate item): D Civil and Administrative Penalty(ies)/Fine(s) Bar Cease and Desist Censure Denial D D D D D D D D D D D D D D Disgorgement Expulsion Injunction Prohibition Reprimand Restitution Revocation Suspension Undertaking Other D Explanation Other Sanctions: 3. I Date Initiated (:tv1M/DD/YYYY): D Exact If not exact, provide explanation: - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 4. Docket/Case Nnmber: 5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6. Principal Product Type (check appropriate item): 0Derivative(s) 0Direct Investment( s) - DPP & LP Interest( s) 0Equity - OTC 0Equity Listed (Common & Preferred Stock) 0Futures- Commodity 0Futures - Financial Dindex Option( s) 0Insurance 0Investrnent Contract( s) 0Money Market Flmd(s) 0Mutual Fund( s) ONoProduct 00ptions 0Penny Stock( s) 0Unit Investment Trust(s) OOther _ _ _ _ __ Other Product Types: (continued) VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00121 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.088</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 0Annuity(ies)- Fixed 0Annuity(ies)- Variable 0CD(s) 0Commodity Option(s) 0Debt - Asset Backed 0Debt - Corporate 0Debt - Govemment 0Debt - Municipal 38140 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV) (continuation) 7. Describe the allegations related to this regulatory action (your response must fit within the space provided): 8. Current status? 9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed: D Pending D DOn Appeal Final If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10. How was matter resolved (check appropriate item): 0Acceptancc, Waiver & Consent (AWC) 0Consent 0Decision 0Decision & Order of Offer of Settlement 0Dismisscd OOrder 0Settled 0Stipulation and Consent D 11. Resolution Date (MM/DDIYYYY): 0Vacated 0Withdrawn 00ther _ _ _ __ D Explanation Exact 12. Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? D Monetary/Fine Amooot: $ B. D ~~------~ Revocation/Expulsion/Denial 0Censure D D Disgorgement/Restitution Cease and Desist/Injunction D Bar D Suspension Other Sanctions Ordered: (contlimed) VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00122 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.089</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). Ifrequalification by exam/retraining was a condition of the sanction, provide length oftline 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 ammmt, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 38141 REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV) (continuation) VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00123 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.090</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 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). 38142 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV) GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an D INITIAL OR D AMENDED response used to report details for affirmative responses to Item ll.H. of Part lA and Item 2.F. of Part lB ofFormADV. Check Part lA item(s) being responded to: Check Part 1B item(s) being responded to: D ll.H(l)(a) D 2.F(l) D ll.H(l)(b) D 2.F(2) D ll.H(l)(c) D 2.F(3) D ll.H(2) D 2.F(4) D 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 ll.H. of Part lA or Item 2.F. of Part lB. Use only one DRP to report details related to the same event. 1.Jnrelated 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): 0 You (the advisory firm) 0 You and one or more of your advisory affiliates 0 One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advismy 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. IYour Name Your CRD Number ADV DRP- ADVISORY AFFILIATE CRDNumber This advismy affiliate is Registered: 0 0 afinn Yes 0 0 an individual No Name (For individuals, Last, First, Middle) 0 I1lis DRP should be removed from the ADV record because the advisory affiliate(:~) is no longer associated with the adviser. 0 This DRP should be removed trom 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 or reporting as an exempt reporting adviser 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 ll.H.(l)(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. 0 If the advisory affiliate is registered through the lARD system or CRD system, has the advisory affiliate submitted a DRP (with Fom1ADV, BD or U-4) to the lARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. 0 Yes 0 No asabaliauskas on DSK5VPTVN1PROD with PROPOSALS NOTE: VerDate Sep<11>2014 The completion of this form does not relieve the advisory affiliate of its obligation to update its lARD or CRD records. (continued) 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00124 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.091</GPH> 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: Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules 38143 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, finn, private plaintiff, etc.) 2. Principal Relief Sought (check appropriate item): 0Cease and Desist 0Civil Penalty(ies)/Fine(s) 0Disgorgement Dinjunction 0Money Damages (Private/Civil Complaint) 0Restitution 0Restraining Order 00ther _ _ __ Other Relief Sought: 3. D Filing Date of Court Action (MMIDD/YYYY): D Exact Explanation I If not exact, provide explanation: 4. Principal Product Type (check appropriate item): 0Annuity(ies)- Fixed 0Annuity(ies)- Variable 0CD(s) Ocommodity Option(s) 0Debt - Asset Backed 0Debt - Corporate 0Debt- Government 0Debt - Municipal 0Derivative(s) 0Direct Investment( s) - DPP & LP Interest( s) 0Equity - OTC 0Equity Listed (Common & Preferred Stock) 0Futures - Commodity 0Futures - Financial 0Index Option(s) 0Insurance Dinvestment Contract( s) 0Money Market Fund( s) 0Mutual Fund( s) DNoProduct 00ptions 0Penny Stock( s) 0Unit Investment Trust(s) 00ther _ _ _ __ Other Product Types: Advisory Affiliate Employing Firm when activity occurred which led to the civil judicial action (if applicable): VerDate Sep<11>2014 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00125 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.092</GPH> Fonnal Action was brought in (include name of Federal, State or Foreign Court, Location of Court- City or County and State or Country, Docket/Case Nmnber): 6. asabaliauskas on DSK5VPTVN1PROD with PROPOSALS 5. 38144 Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV) (continuation) 7. Describe the allegations related to this civil action (your response must fit within the space provided): 8. Current status? 9. If on appeal, action appealed to (provide name of court) and Date Appeal Filed (MMJDD/YYYY): D Pending D D On Appeal Final D 10. If pending, date notice/process was served (MMIDDIYYYY): Exact D Explanation I 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): D D D D Consent Dismissed D Judgment Rendered Opinion 12. Resolution Date (MMJDD/YYYY): D ._________.I Settled Withdravvn D D Other - - - - - - D Explanation Exact I !font exact, provide cxpbnotion - - - - - - - - - - - - - - - - - - - - - - - - - - - - 13. Resolution Detail: A Were any of the following Sanctions Ordered or Relief Granted (check appropriate items)? D Monetary/Fine D Amount: $ D Censure VerDate Sep<11>2014 D Disgorgement/Restitution D Cease and Desist/Injunction 0Bar Osuspension Other Sanctions: 21:02 Jul 01, 2015 Jkt 235001 PO 00000 Frm 00126 Fmt 4702 Sfmt 4725 E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.093</GPH> asabaliauskas on DSK5VPTVN1PROD with PROPOSALS B. . _ I_ _ _ _ _ _ , Revocation/Expulsion/Denial Federal Register / Vol. 80, No. 127 / Thursday, July 2, 2015 / Proposed Rules BILLING CODE 1505–01–C DEPARTMENT OF HEALTH AND HUMAN SERVICES Food and Drug Administration 21 CFR Part 601 [Docket No. FDA–2015–N–2103] Removal of Review and Reclassification Procedures for Biological Products Licensed Prior to July 1, 1972 AGENCY: Food and Drug Administration, HHS. asabaliauskas on DSK5VPTVN1PROD with PROPOSALS ACTION: Proposed rule. The Food and Drug Administration (FDA) proposes to remove two regulations that prescribe procedures for FDA’s review and classification of biological products licensed before July 1, 1972. FDA is taking this action because the two regulations are obsolete and no longer necessary in light of other statutory and SUMMARY: VerDate Sep<11>2014 00:11 Jul 02, 2015 Jkt 235001 regulatory authorities established since 1972, which allow FDA to evaluate and monitor the safety and effectiveness of all biological products. In addition, other statutory and regulatory authorities authorize FDA to revoke a license for products because they are not safe and effective, or are misbranded. FDA is taking this action as part of its retrospective review of its regulations to promote improvement and innovation. DATES: Submit either written or electronic comments on the proposed rule by September 30, 2015. ADDRESSES: You may submit comments by any of the following methods: Electronic Submissions Submit electronic comments in the following way: • Federal eRulemaking Portal: https:// www.regulations.gov. Follow the instructions for submitting comments. Written Submissions Submit written submissions in the following ways: • Mail/Hand delivery/Courier (for paper submissions): Division of Dockets PO 00000 Frm 00127 Fmt 4702 Sfmt 4702 Management (HFA–305), Food and Drug Administration, 5630 Fishers Lane, rm. 1061, Rockville, MD 20852. Instructions: All submissions received must include the Docket No. FDA– 2015–N–2103 for this rulemaking. All comments received may be posted without change to https:// www.regulations.gov, including any personal information provided. For additional information on submitting comments, see the ‘‘Comments’’ heading of the SUPPLEMENTARY INFORMATION section of this document. Docket: For access to the docket to read background documents or comments received, go to https:// www.regulations.gov and insert the docket number(s), found in brackets in the heading of this document, into the ‘‘Search’’ box and follow the prompts and/or go to the Division of Dockets Management, 5630 Fishers Lane, rm. 1061, Rockville, MD 20852. Paul E. Levine, Jr., Center for Biologics Evaluation and Research, Food and Drug Administration, 10903 New Hampshire Ave., Bldg. 71, Rm. 7301, FOR FURTHER INFORMATION CONTACT: E:\FR\FM\02JYP1.SGM 02JYP1 EP02JY15.094</GPH> [FR Doc. C1–2015–12778 Filed 7–1–15; 08:45 am] 38145

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 80, Number 127 (Thursday, July 2, 2015)]
[Proposed Rules]
[Pages 38050-38145]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: C1-2015-12778]


=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 275 and 279

[Release No. IA-4091; File No. S7-09-15]
RIN 3235-AL75


Amendments to Form ADV and Investment Advisers Act Rules

Correction

    In proposed rule document 2015-12778, appearing on pages 33718-
33838 in the issue of Friday, June 12, 2015, make the following 
corrections:
    On page 33728, in the third column, below the last line, the text 
for footnote 92 should appear as follows:
    ``\92\ The proposed definition of Legal Entity Identifier is: A 
``legal entity identifier'' assigned or recognized by the Global LEI 
Regulatory Oversight Committee (ROC) or the Global LEI Foundation 
(GLEIF). See Proposed Form ADV: Glossary. In Item 1, we propose 
removing outdated text referring to the ``legal entity identifier'' as 
being ``in development'' in the first half of 2011.''
    On pages 33745-33838, the forms should appear as follows:
BILLING CODE 1505-01-D

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[FR Doc. C1-2015-12778 Filed 7-1-15; 08:45 am]
 BILLING CODE 1505-01-C

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