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$ 275.206(4)-4 Financial and discipli.
nary information that investment
advisers must disclose to clients. (a) It shall constitute a fraudulent, deceptive, or manipulative act, practice, or course of business within the meaning of section 206(4) of the Act (15 U.S.C. 80b-6(4)) for any investment adviser registered or required to be registered under section 203 of the Act (15 U.S.C. 80b-3) to fail to disclose to any client or prospective client all material facts with respect to:
(1) A financial condition of the adviser that is reasonably likely to impair the ability of the adviser to meet contractual commitments to clients, if the adviser has discretionary authority (express or implied) or custody over such client's funds or securities, or requires prepayment of advisory fees of more than $500 from such client, 6 months or more in advance; or
(2) A legal or disciplinary event that is material to an evaluation of the adviser's integrity or ability to meet contractual commitments to clients.
(b) It shall constitute a rebuttable presumption that the following legal or disciplinary events involving the adviser or a management person of the adviser (any of the foregoing being referred to hereafter as “person”) that were not resolved in the person's favor or subsequently reversed, suspended, or vacated are material within the meaning of paragraph (a)(2) of the rule for a period of 10 years from the time of the event:
(1) A criminal or civil action in a court of competent jurisdiction in which the person
(i) Was convicted, pleaded guilty or nolo contendere (“no contest”) to a felony or misdemeanor, or is the named subject of a pending criminal proceeding (any of the foregoing referred to hereafter as "action"), and such action involved: an investment-related business; fraud, false statements, or omissions; wrongful taking of property; or bribery, forgery, counterfeiting, or extortion;
(ii) Was found to have been involved in a violation of an investment-related statute or regulation; or
(iii) Was the subject of any order, judgment, or decree permanently or temporarily enjoining the person from,
or otherwise limiting the person from, engaging in any investment-related activity.
(2) Administrative proceedings before the Securities and Exchange Commission, and other federal regulatory agency or any state agency (any of the foregoing being referred to hereafter as "agency'') in which the person
(i) Was found to have caused an investment-related business to lose its authorization to do business; or
(ii) Was found to have been involved in a violation of an investment-related statute or regulation and was the subject of an order by the agency denying, suspending, or revoking the authorization of the person to act in, or barring or suspending the person's association with, an investment-related business; or otherwise significantly limiting the person's investment-related activities.
(3) Self-Regulatory Organization (SRO) proceedings in which the person
(i) Was found to have caused an investment-related business to lose its authorization to do business; or
(ii) Was found to have been involved in a violation of the SRO's rules and was the subject of an order by the SRO barring or suspending the person from membership or from association with other members, or expelling the person from membership; fining the person more than $2,500; or otherwise significantly limiting the person's investment-related activities.
(c) The information required to be disclosed by paragraph (a) of this section shall be disclosed to clients promptly, and to prospective clients not less than 48 hours prior to entering into any written or oral investment advisory contract, or no later than the time of entering into such contract if the client has the right to terminate the contract without penalty within five business days after entering into the contract.
(d) For purposes of this rule:
(1) Management person means a person with power to exercise, directly or indirectly, a controlling influence over the management or policies of an adviser which is a company or to determine the general investment advice given to clients.
pospective clients in their “brochure," the written disclosure statement to
clients under Rule 204–3 (17 CFR 275.204-3); Provided, That the delivery of the brochure satisfies the timing of disclosure requirements described in paragraph (c) of this rule. (52 FR 36918, Oct, 2, 1987, as amended at 62 FR 28135, May 22, 1997]
(2) Found means determined or ascertained by adjudication or consent in a final SRO proceeding, administrative proceeding, or court action.
(3) Investment-related means pertaining to securities commodities, banking, insurance, or real estate (including, but not limited to, action as or being associated with a broker, dealer, investment company, investment adviser, government securities broker or dealer, municipal securities dealer, bank, savings and loan association, entity or person required to be registered under the Commodity Exchange Act (7 U.S.C. 1 et seq.), or fiduciary).
(4) Involved means acting or aiding, abetting, causing, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act.
(5) Self-Regulatory Organization SRO means any national securities or commodities exchange, registered association, or registered clearing agency.
(e) For purposes of calculating the 10year period during which events are presumed to be material under paragraph (b), the date of a reportable event shall be the date on which the final order, judgment, or decree was entered, or the date on which any rights of appeal from preliminary orders, judgments, or decrees lapsed.
(f) Compliance with paragraph (b) of this rule shall not relieve any investment adviser from the disclosure obligations of paragraph (a) of the rule; compliance with paragraph (a) of the rule shall not relieve any investment adviser from any other disclosure requirement under the Act, the rules and regulations thereunder, or under any other federal or state law.
NOTE: Registered investment advisers may disclose this information to clients and
$ 275.222-1 Definitions.
For purposes of section 222 (15 U.S.C. 80b-18a) of the Act:
(a) Place of business. "Place of business" of an investment adviser means:
(1) An office at which the investment adviser regularly provides investment advisory services, solicits, meets with, or otherwise communicates with clients; and
(2) Any other location that is held out to the general public as a location at which the investment adviser provides investment advisory services, solicits, meets with, or otherwise communicates with clients.
(b) Principal place of business. “Principal place of business” of an investment adviser means the executive office of the investment adviser from which the officers, partners, or managers of the investment adviser direct, control, and coordinate the activities of the investment adviser.
(62 FR 28135, May 22, 1997]
$ 275.222–2 Definiton of “client" for
purposes of the national de minimis
standard. For purposes of section 222(d)(2) of the Act (15 U.S.C. 80b-18a(d)(2)), an investment adviser may rely upon the definition of “client” provided by $275.203(b)(3)-1.
[62 FR 28136, May 22, 1997]
PART 276–INTERPRETATIVE RELEASES RELATING TO THE INVESTMENT AD
VISERS ACT OF 1940 AND GENERAL RULES AND REGULATIONS THEREUNDER
Opinion of General Counsel relating to section 202(a)(11)(C) of the Invest
ment Advisers Act of 1940. Opinion of the General Counsel relating to the use of the name "investment
counsel" under section 208(c) of the Investment Advisers Act of 1940.
Fed. Reg. Vol. and
Opinion of Director of Trading and Exchange Division, relating to section 206
of the Investment Advisers Act of 1940, section 17(a) of the Securities Act of 1933, and sections 10(b) and 15(c)(1) of the Securities Exchange Act of
1934 Opinion of the General Counsel relating to the use of "hedge clauses" by
brokers, dealers, investment advisers, and others. Statement of the Commission to clarify the meaning of "beneficial ownership
of securities" as relates to beneficial ownership of securities held by family
members. Statement of the Commission setting the date of May 1, 1966 after which fil
ings must reflect beneficial ownership of securities held by family members. Statement of the Commission describing nature of examination required to
be made of all funds and securities held by an investment adviser and the
content of related accountant's certificate. Publication of the Commission's procedure to be followed if requests are to
be met for no action or interpretative letters and responses thereto to be
made available for public use. Commission's statement of tactors to be considered in connection with in
vestment company advisory contracts containing incentive arrangements. Applicability of Commission's policy statement on the future structure of se
curities markets to selection of brokers and payment of commissions by in
stitutional managers. Commission's decisions on advisory committee recommendations regarding
commencement of enforcement proceedings and termination of staff inves
tigations. Commission's statement on obligations of underwriters with respect to dis
cretionary accounts. Applicability of investment advisers act to certain publications
Contingent advisory compensation arrangements
ants, and other persons who provide investment advisory services as an
integral component of other financially related services. Statement of position of Commission's Division of Investment Management Statement of statt interpretive position regarding certain rules and forms; uni
form registration, disclosure, and reporting requirements. Applicability of the investment Advisers Act to financial planners, pension
consultants, and other persons who provide investment advisory services
as a component of other financial services,
Securities, Solicit Securities Transactions or Advertise Investment Services
Consequences by Public Companies, Investment Advisers, Investment
PART 279-FORMS PRESCRIBED
UNDER THE INVESTMENT ADVIS-
general partner and non-resident man
aging agent of an investment adviser. 279.5-279.7 (Reserved) 279.8 Form ADV-E, cover page for certifi
cate of accounting of securities and funds in possession or custody of an invest
ment adviser. 279.9 (Reserved)
AUTHORITY: The Investment Advisers Act of 1940, 15 U.S.C. 80b-1, et seq.
SOURCE: 33 FR 19005, Dec. 20, 1968, unless otherwise noted.
istration of investment adviser and for
ment. 279.2 Form ADV-W, notice of withdrawal
from registration as investment adviser. 279.3 Form ADV-H, application for a tem
porary or continuing hardship exemp
tion. 279.4 Form ADV-NR, appointment of agent
for service of process, by non-resident
$ 279.0–1 Availability of forms.
(a) This part identifies and describes the forms prescribed for use under the Investment Advisers Act of 1940.
EDITORIAL NOTE: For FEDERAL REGISTER Cİtations affecting Form ADV-W, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and on GPO Access.
(b) Any person may obtain a copy of any form prescribed for use in this part by written request to the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549. Any person may inspect the forms at this address and at the Commission's regional and district offices. (See $ 200.11 of this chapter for the addresses of SEC regional and district offices.) [46 FR 17757, Mar. 20, 1981, as amended at 47 FR 26820, June 22, 1982; 59 FR 5946, Feb. 9, 1994)
$ 279.3 Form ADV-H, application for a
temporary or continuing hardship
exemption. An investment adviser must file this form under $275.203–3 of this chapter to request a temporary hardship exemption or apply for a continuing hardship exemption.
[65 FR 57451, Sept. 22, 2000)
$279.1 Form ADV, for application for
registration of investment adviser and for amendments to such reg.
istration statement. This form shall be filed pursuant to Rule 203–1 (8275.203–1 of this chapter) as an application for registration of an investment adviser pursuant to sections 203(c) or 203(g) of the Investment Advisers Act of 1940, and also as an amendment to registration pursuant to Rule 204–1 (8275.204-1 of this chapter).
$ 279.4 Form ADV-NR, appointment of
agent for service of process by nonresident general partner and nonresident managing agent of an in
vestment adviser. Each non-resident general partner or managing agent of an investment adviser must file this form under $275.0 2 of this chapter.
[65 FR 57451, Sept. 22, 2000)
88 279.5—279.7 (Reserved]
(44 FR 21008, Apr. 9, 1979]
EDITORIAL NOTE: For FEDERAL REGISTER citations affecting Form ADV. see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and on GPO Access.
$ 279.8 Form ADV-E, cover page for
certificate of accounting of securities and funds in possession or custody of an investment adviser.
$ 279.2 Form ADV-W, notice of with
drawal from registration as invest
ment adviser. This form shall be filed pursuant to Rule 203–2 (8275.203–2 of this chapter) by a registered investment adviser as a notice of withdrawal from registration as such under the Investment Advisers Act of 1940.
(54 FR 32049, Aug. 4, 1989)
EDITORIAL NOTE: For FEDERAL REGISTER CItations affecting Form ADV-E, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and on GPO Access.
$ 279.9 [Reserved]
PART 281- INTERPRETATIVE RELEASES RELATING TO CORPORATE REORGANIZATIONS UNDER CHAPTER X OF THE BANKRUPTCY ACT
Letter of the Commission with respect to transmission to the Commission
of all petitions, answers, orders, applications, reports and other papers
filed under Chapter X of the Bankruptcy Act. Statement by the Commission summarizing Chapter X of the Bankruptcy
PART 285-RULES AND REGULATIONS PURSUANT TO SECTION 15(a) OF THE BRETTON WOODS AGREEMENTS ACT
in connection with a distribution of such obligations in the United States, a report containing the information and documents specified in Schedule A below. The term “sell” as used in this section and in Schedule A means the making of a completed sale or a firm commitment to sell.
(46 FR 48179, Oct. 1, 1981)
Sec. 285.1 Applicability of part. 285.2 Periodic reports. 285.3 Reports with respect to proposed dis
tribution of primary obligations. 285.4 Preparation and filing of reports. SCHEDULE A TO PART 285
AUTHORITY: Secs. 19, 23, 48 Stat. 85, as amended, 901, as amended, sec. 15, 63 Stat. 298; 15 U.S.C. 778, 78w 22 U.S.C. 286k-1.
$285.1 Applicability of part.
This part (Regulation BW), prescribes the reports to be filed with the Securities and Exchange Commission by the International Bank for Reconstruction and Development pursuant to section 15(a) of the Bretton Woods Agreements Act.
[Reg. BW, 15 FR 281, Jan. 17, 1950)
§ 285.4 Preparation and filing of re
ports. (a) Every report required by this part shall be filed under cover of a letter of transmittal which shall state the nature of the report and indicate the particular rule and subdivision thereof pursuant to which the report is filed. At least the original of every such letter shall be signed on behalf of the Bank by a duly authorized officer thereof.
(b) Two copies of every report, including the letter of transmittal, exhibits and other papers and documents comprising a part of the report, shall be filed with the Commission.
(c) The report shall be in the English language. If any exhibit or other paper or document filed with the report is in a foreign language, it shall be accompanied by translation into the English language.
(d) Reports pursuant to $285.3 (Rule 3) may be filed in the form of a prospectus to the extent that such prospectus contains the information specified in Schedule A. (Reg. BW, 15 FR 281, Jan. 17, 1950)
8 285.2 Periodic reports.
(a) Vithin 45 days after the end of each of its fiscal quarters, the Bank shall file with the Commission the following information:
(1) Information as to any purchases or sales by the Bank of its primary obligations during such quarter.
(2) Copies of the Bank's regular quarterly financial statements.
(3) Copies of any material modifications or amendments during such quarter of any exhibits (other than (i) constituent documents defining the rights of holders of securities of other issuers guaranteed by the Bank and (ii) loan and guaranty agreements to which the Bank is a party) previously filed with the Commission under any statute.
(b) Copies of each annual report of the Bank to its Board of Governors shall be filed with the Commission within 10 days after the submission of such report to the Board of Governors. (20 FR 588, Jan. 27, 1955)
SCHEDULE A TO PART 285
This schedule specifies the information and documents to be furnished in a report pursuant to $285.3 (Rule 3) with respect to a proposed distribution of primary obligations of the Bank. Information not available at the time of filing the report shall be filed as promptly thereafter as possible.
ITEM 1. Description of obligations. As to each issue of primary obligations of the Bank which is to be distributed, furnish the following information:
(a) The title and date of the issue.
(b) The interest rate and interest payment dates.
(c) The maturity date or serial, the plan of serial maturities. If the maturity of the obligation may be accelerated, state the circumstances under which it may be so accelerated.
$285.3 Reports with respect to pro
posed distribution of primary obli
gations. The Bank shall file with the Commission, on or prior to the date on which it sells any of its primary obligations