Category Archives: Form ADV
 

SEC Initiates Enforcement Action against an Investment Adviser for Improperly Registering with SEC Based upon Alleged Misrepresentations of Principal Office and Place of Business in Wyoming

February 07, 2015

To the extent your investment adviser firm claims that its principal office and place of business is located in Wyoming and therefore eligible for registration with U.S. Securities and Exchange Commission (“SEC”) regardless of the amount of assets under management since the State of Wyoming does not register investment advisers, you should pay close attention to a recent SEC administrative proceeding. The SEC found that the sole investment adviser representative/owner of the investment adviser firm resided in another state where he maintained a home office and operated as his primary base.  The investment adviser representative/owner utilized the Wyoming offices on an infrequent basis and did not generally direct, control or coordinate activities from Wyoming.  Consequently, the SEC found the investment adviser firm violated Section 203A of the Investment Advisers Act of 1940 by improperly registering with the SEC based upon its misrepresentations that the investment adviser firm’s principal office and place of business was in Wyoming.  The SEC ordered the investment adviser to cease and desist, censured the investment adviser firm, fined the investment adviser in the amount of $10,000 and required the investment adviser to establish its principal office and place of business in Wyoming and provide evidence thereof.

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Investment Advisers Should begin Preparing to Submit their Annual Form ADV Amendment

December 31, 2013

On Thursday, January 2, 2014, Final Renewal Statements and reports are available viewing and printing. Registered investment adviser firms should download and review these reports as soon as they become available; the deadline for receipt of Final Renewal Statement payments in January 10, 2014. Additionally, investment advisers firms with a fiscal year end of December 31 are encouraged to begin preparing their required Form ADV annual updating amendments. The Form ADV annual amendment must be submitted through the Web CRD / IARD system 90 days from an investment adviser’s fiscal year. An investment adviser needs to understand that failure to update the Form ADV, as required by the Form ADV General Instructions, is a violation of U.S. Securities and Exchange Commission (“SEC”) rules and similar state rules that could lead to an investment adviser’s registration being revoked. A registered investment adviser with a fiscal year end other than December must make sure to file its annual updating amendment within 90 days of the investment adviser firm’s fiscal year end.

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Form ADV Amendments may Trigger Changes to Other Investment Advisory Documents

April 03, 2013

By now, a registered investment adviser with a December fiscal year end should have filed its Form ADV annual updating amendment that is due each year within 90 days of the investment adviser’s fiscal year end. An investment adviser needs to understand that failure to update the Form ADV, as required by the Form ADV General Instructions, is a violation of U.S. Securities and Exchange Commission (“SEC”) rules and similar state rules that could lead to an investment adviser’s registration being revoked. A registered investment adviser with a fiscal year end other than December must make sure to file its annual updating amendment within 90 days of the investment adviser firm’s fiscal year end.

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Calculating an Investment Adviser’s Regulatory Assets Under Management When Preparing the Form ADV Annual Amendment

January 08, 2013

Investment advisers registered with the U.S. Securities and Exchange Commission (“SEC”) or with the state securities regulators must file a Form ADV Annual Amendment each year within 90-days of the investment adviser’s fiscal year end.  Many registered investment advisers have a fiscal year end of December, which means that the Form ADV Annual Amendment for fiscal year end 2012 must be filed sometime between now and March 30, 2013.

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Registered Investment Advisers Must Maintain Current and Accurate Form ADVs

January 03, 2013

An investment adviser is required to prepare and submit a completed Form ADV as part of the initial registration process.  In addition to the review by the U.S. Securities and Exchange Commission (“SEC”) or state securities regulator(s) for purposes of determining whether to approve or deny an application for investment adviser registration, the Form ADV Part 2 is also used as the investment adviser’s disclosure document which is required to be provided to all investment advisory clients. The Form ADV must provide accurate, current, and consistent disclosures.  The general instructions for the Form ADV provides the investment adviser with details regarding the frequency at which the investment adviser is required to update certain information in the Form ADV.  At a minimum, an SEC registered investment adviser must file a Form ADV annual updating amendment at least annually within 90-days of the investment adviser’s fiscal year end.  Most state securities regulators have similar requirements for a state registered investment adviser.

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Registered Investment Advisers Form ADV Annual Amendments

December 27, 2012

An investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”) is required to file an amendment to the investment adviser’s Form ADV at least annually within 90-days of the investment adviser’s fiscal year end.  Most state securities regulators have similar rules requiring the Form ADV annual amendment filing. Many registered investment advisers have a fiscal year end of December 31, which means that a Form ADV annual amendment will need to be filed through the IARD system no later than March 30, 2013, in order to comply with SEC and state securities regulators’ requirements. Failure to amend an investment adviser’s Form ADV is a violation of SEC and similar state securities regulations and could lead to an investment adviser’s registration being revoked.

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State Registered Investment Advisers Need to be Aware of Newly Released Revisions to Part 1B of Form ADV

December 19, 2012

On October 29, 2012, the North American Securities Administrators Associations (“NASAA”) approved revisions to Part 1B of the Uniform Application for Investment Adviser Registration and Report by Exempt Reporting Advisers (“Form ADV”). Investment advisers registering with one or more state securities regulators are required to complete Form ADV Part 1B. Additionally, state-registered investment advisers making an annual updating amendment or an other-than-annual amendment to an existing registration will be required to use the revised Form ADV Part 1B. According to NASSA, “As the majority of state-registered investment advisers have a December 31, 2012 fiscal year-end, and therefore are required to make their annual updating amendment filings by March 30, 2013, in accordance with the instructions in Form ADV, we expect that the majority of state-registered investment advisers will be filing the revised Form ADV Part 1B in the first quarter of 2013.”

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Registered Investment Advisors Must File a Form ADV Amendment Annually

December 11, 2012

According to Rule 204-1 of the Investment Advisers Act of 1940, all investment advisors registered with the U.S. Securities and Exchange Commission (“SEC”) must file an amendment to the investment advisor’s Form ADV at least annually within 90-days of the investment advisor’s fiscal year end.  Most state securities regulators have similar rules requiring the annual Form ADV filing. For many registered investment advisors December 31 is their fiscal year end, which means that a Form ADV annual amendment will need to be filed through the IARD system no later than March 29, 2013 in order to comply with SEC and state securities regulator requirements.

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Form ADV Annual Updating Amendments

November 28, 2012

As the IARD renewal process begins to wrap up, most registered investment advisors should also be preparing for the filing of the annual Form ADV updating amendment. Investment advisors registered with the U.S. Securities and Exchange Commission (“SEC”) and state registered advisors must file a Form ADV Annual Amendment within 90 days of the investment advisor’s fiscal year.

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Investment Advisers Must Make Consistent Disclosures on Their Form U4s and Form ADVs

August 02, 2012

Investment advisers are required to maintain current and accurate disclosures on their Form ADV documents and Form U4 – Uniform Application for Securities Industry Registration or Transfers Forms. The Form U4 and Form ADV each have sections that require disclosure of the same or similar information regarding the investment adviser and its investment adviser representatives.   Examples of disclosure information that is required by both the Form U4 and Form ADV include educational and business background, outside business activities, and regulatory disclosures.  If the information provided is inconsistent between the Form U4 and the Form ADV it can be an immediate red flag to regulators that an investment adviser is not maintaining current and accurate information as required.  Not providing required disclosure information or failing to update the required information for the Form U4 or the Form ADV can result in regulatory violations and penalties.  In order to avoid such regulatory violations and penalties, investment advisers and their investment adviser representatives must maintain the Form U4 and Form ADV documents to ensure that the information provided is current, accurate, and consistent at all times.

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