Filings and Disclosures - Form ADV

13d-1(c) - Filing Requirements

(1) An initial 13G filing is required within 10 days of exceeding 5% beneficial ownership. (2)If the initial 13G was for an amount over 5% (but not over 10%) an amendment is required promptly after the person exceeds 10%. (3) If the last person filing the person submitted was for an amount over 10%, an amendment is required promptly after the person fluctuates up or down 5%. (4) Generally, an annual amendment is required within 45 days of year end for any 13G/13GA filings what were submitted over the year. (5) If an unregistered adviser's collective holdings meets or exceeds 20%, the firm may no longer file schedule 13G and must file Scheudle 13D.

13 d-1(b)- Filing Requirements

(1) An initial annual filing is required within 45 days of year end if the person exceed 5% in a security at year end. (2) If the person's initial 13G was for an amount over 5% (but not over 10%) an amendment is required within 10 days of the month end that person exceeds 10%. (3) If the last filing the person submitted was for an amount of 10%, an amendment is required within 10 days of the end of the month that the person fluctuates up or down 5%. (4) Generally, an annual amendment is required within 45 days of year end for any 13G/13GA filings that were submitted over the year. (5) If the person exceeds 10% for the first time in a security at the end of a month, the initial Schedule 13G is required within 10 days after that month end.

Most states define an investment adviser representative as someone who . . . . .

(1) makes any recommendations or otherwise or otherwise renders advice regarding securities (2) manages accounts or portfolios of clients (3) determines which recommendation or advice regarding securities should be given (4) solicits offers, negotiates for the sale of of, or sells investment advisory services, or (5) supervises any employees who do any of the above.

Advisers are not required to deliver a 2A to clients . . .

(1) that are a registered investment company or business development company or (2) who receive only impersonal investment advisers charge less than $500 per year.

Filing Requirements

(a) Entities meeting the definition of a large trader must file an initial 13H promptly after first effecting aggregate transactions equal to or greater than the identifying activity level (i.e. within 10 days). Annual Filing after filing an initial form 13H, large traders must file form 13H with the SEC within 45 days after the end of each calendar year. Amended Filing - Large Traders are required to file an amended Form 13H promptly following the end of each calendar quarter in the event that any of the information therein becomes inaccurate for any reason.

ADV Parts - Overview

(a) Part 1 - A & B. 1A is completed by all advisers. 1B is completed only by state level advisers. Part 2, required by all advisers. Part 1 - check the box yes no typed questions. limited information on advisory business and structure. Part 2- 18 different items in narrative format. Advisers with multiple services can provide brochures. Part 2B - provides information about the advisory personnel on whom the particular client relies for IA advice. Education, background, business experience, disciplinary history, etc. Resembles an abbreviated resume.

In 2016, the SEC adopted amendments to Form ADV which codify Umbrella Registrations to;

(a) incorporate conditions for umbrella registration that are designed to limit eligibility for umbrella registration to groups of private fund advisers that operate a single advisory business, and (b) define new term related to umbrella registration. New amendments = advisers must report information on Form ADV for both the Filing and Relying advisers, unless the instructions provide otherwise. The SEC adopted Schedule R to Part 1A that requires information about each relying adviser, including certain identifying information for the relying adviser, the basis for the relying advisers eligibility to register, the form of the relying advisers organization, and information about the relying advisers control persons.

13d-1(b) and 13d-1(c)

13d-1(b) lists several classes of persons, including SEC and state registered investment advisers that may disclose passive equity interests within 45 days of year end. Notably, high net worth individuals and most private funds are excluded from this list. 13d-1(c) those persons may also report pursuant to rule 13d-1(c) provided they have not acquired the securities with any purpose, or with the effect of, changing or influencing the control of the issuer, or in connection with or as a participant in transaction having that purpose or effect.

Changes to Form D information which do not require an alteration;

A change in; a. the address or relationship status of a related person identified in Item 3. b. The issuers revenues or aggregate net asset value c. an increase in the minimum investment amount. d. a cumulative decrease in the minimum investment amount of 10% or less e. the address or relevant states of operation of a person being paid to solicit investors f. The amount of securities sold, or remaining to be sold, in the offering. g. The number of non - accredited investors, so long as this number does not exceed 35, the total number of investors in the offering. h. A decrease in the amount of sales commissions, finders fee or use of proceeds to pay executive officers, directors, or promoters and; i. A cumulative increase in the amount of sales commissions, finders fees or use of proceeds to pay executive officers, directors, or promoters of 10% or less; j. annually, on or before the first anniversary of the filing of the Form D or the filing of the most recent amendment, if the offering is continuing at that time.

13H - Large Trader Definition

A larege trader is any person that directly, or indivrectly, including through other person controlled by such person, excercises investment discretion over transactions in NMS securiteis by or throuhgh one or more registered broker dealers, in an aggregate ammount equal or greater than the identifying activity level.

Inactive Status- Termination Filing 13H

A large trader who has previously filed a Form 13H an two has not effected aggregate transactions at any time during the previous calendar year in an amount equal to tor greater than the identifying activity level may file for "inactive status" on its annual form 13H filing. such status relieves the large Trader of additional filing obligations under the Rule. In limited circumstances, A large trader may terminate its Large Trader reporting status by filing a termination filing on Form 13H.

Investment - Discretion

A manager exercises investment discretion if (i) the manager has the power to determine which securities are bought or sold for the account(s) under management or (ii) the manager makes decisions about which securities are bought or sold for the accounts, even though someone else is responsible for the investment decisions. In addition - a manager has investment discretion with respect to all accounts over which an natural person, company, or government instrumentality under its control exercises investment discretion.

Investment Advice for Supervised Persons - definitions

A supervised person will provide advisory services to a client if that person will: (1) formulate investment advice for the client and have direct client contact; or (ii) make discretionary investment decisions for the client , even if the supervised person will have no direct client contact.

13F securities

A typical 13F security may include shares of common and preferred stocks, shares of exchange traded funds, warrants, options, shares of closed end investment companies, and certain convertable debt securities. A list of reportable 13F securities for each quarter, called the official list of 13F securities is generally releases by the SEC within 2 weeks of the end of each calendar quarter. 144A securities and swaps are not 13F and thus not reportable. Advisers may exclude holdings less than 200,000 value and less than 10000 shares.

To withdraw from SEC Registration

ADV must be filed. ADV-W is effective upon filing, however, the registration will continue for a period of sixty days after acceptance soley for the purpose of commencing a proceeding under section 203(e) of the Act.

Schedule D amendments - Post 2012 ABA letter

Advisers are no longer required to (1) disclosure in Form ADV (miscellaneous schedule D) that it and its relying advisers are together filing a single Form ADV in reliance on the position expressed in this letter and (2) identify each relying adviser by completing a separate Section 1.B, Schedule D, of Form ADV for each relying adviser and identifying it as such by including the notation.

Form ADV State Notice Filings

Advisers may be required to provide state securities authorities with copies of SEC Form ADV filings if the adviser either (1) maintains a place of business in the state or (ii) has more than 5 clients that reside in the state. Notice filings are sent electronically to the states checking on Item 2.B of Part 1A of Form ADV. Reason for state notice filing = principle place of business review requirements for IA representatives in state.

Brochures and Brochure Supplements must be delivered to . . . . when . . . .

Advisers must provide a brochure and one or more brochure supplements to each advisory client or prospective client. Those brochures must be provided to client or prospective clients before or at the time IA enters into IA contract with the client. SEC gen. looks for this in advisory contracts.

Two Methods of succession

Application and Amendment

Brochure details: Delivery timing and required information.

Brochure must be delivered annually within 120 days of year end, free, if there are material changes since last annual updating amendment. IA must include a current brochure, or summary of material changes to brochure which offers to provide current brochure without charge, accompanies by the website address (if available), and email address (if available), and telephone number by which a client may obtain brochure from IA, and website to obtain information through IAPD.

Control -13H

Control is defined to mean the power to direct management through the direct or indirect right to vote 25% or more of a voting class of securities or the power to sell the same or the contribution of 25% or more of the entities capital. To the extent that an entity employs a natural person who individually meets the definition of a large trader, the entity that controls that person would be a a large trader. A typical private fund manager who acts as the investment manager for one or more pooled investment vehicles or separately managed accounts, or the entity that controls the private fund manager,will have the Form 13H filing obligation.

Beneficial Ownership

Defined in 13d-3 defines beneficial ownership broadly to include, among other things (i) the power to direct the voting of a security; (ii) the power to direct the disposition of a security; and (iii) the right to acquire beneficial ownership within 60 days through the exercise of an option or by the conversion of a different security.

Electronic Filing Depository

EFD - an internet accessible database system that allows issuers to submit Form F for Reg. D, Rule 506 offerings an pay related fees to state securities regulators. The system provides a electronic receipt as proof of the offering. Can monitor progress of states review offering to respond to any deficiencies. EFD provides a public facing website allowing members of the public o search and view, free of charge. Form D filing as made with state securities regulators. Copies of amendments to Form D that are filed with the SEC are generally also required to be sent to the states in which the sales have been amde. Blue Sky filings are determined on a state by state basis.

Exempt Reporting Adviser

Every investment adviser other than one specifically exempted from registration pursuant to 203(b) is subject to 204. Dodd Frank set forth new exemptions for venture capital fund, private funds under 150 in AUM, and foreign private fund advisers. Venture Capital Advisers and Private Fund Advisers are exempt from registration with the commission under sections 204(m) and 203(l) of the advisers act, and are therefore subject to the reporting obligations of Rule 204-4 and the provision authorizing SEC inspections. As a results, some of those advisers are considered ecempt reporting advisers.

Exempt adviser deadlines

Exempt reporting advisers must file relevant sections of Form ADV Part 1 no later than 60 days after the adviser starts to rely on the exemption. The adviser also has to update its FORM ADV by filing amendments annually, no later than 90 days after the fiscal year end, and if there are changes in information provided in response to relevant items on Form ADV Part 1.

2012 Letter - SEC Filing Adviser guidelines

Filings Advisers can submit a single ADV if; (1) Filing and relying adviser only have private funds and SMAs that are qualified clients able to invest in those private funds advised by the filing adviser or a relying adviser and whose accounts pursue substantially similar strategies/obj similar related to private funds. (2) Adviser has its principle office and place of business in US, IA act sub. provisions apply to the filing and relying advisers dealings with clients, regardless of whether anyone is a US person. (3) Advisory activities of relying advisers subject to advisers act and subject to examination by SEC. (4) All advisers under single COE under 204A-1, Single CCO, and single P&P under 206(4)(7). (5) Filing adviser discloses ADV-Schedule D that all advisers are together filing Form ADV in reliance on the position expressed in 2005 letter and identifies relying adviser by completing 1.B, schedule D of ADV for each relying adviser and identifying it as such by including the notation.

ADV Delivery Requirements

Form ADV Parts 1A and 2A must be completed and filed on IARD to register with SEC. 2B not required to be filed on IARD

NMS Securities

Generally refers US exchange listed securities, including options and equities. For the purpose of calculating whether a person meets the definition of a large trader the rule excludes a limited set of transaction.

ADV Part - 2B

IA must deliver to each client or prospective client a brochure supplement (2B) for a supervised person before or at the time that Supervised Person begins to provide adviser services to the client. If investment advice for a client is provided by a team comprised of more than five supervised persons, a current brochure supplement need only be delivered t that client for the five supervised persons with the most significant day to day responsibility for providing advice.

Section 203(c)(1)

IA, or person, who contemplates becoming an IA, may be registered by filing with the SEC an application for registration and the required information and documents, as deemed necessary for the SEC by rule for the public interest for for the protection of investors.

13- F Due Date

If an adviser has over 100 million or more in 13F securities at the end of any month during the calendar year, the adviser must file for the quarter ending Dec. 31 of that year. And adviser mus continue to file in wind down, even if less than 100 million during those periods. 13F is filed electronically using EDGAR and must be submitted within 45 days of the end of each calendar quarter. The filing deadline revers to following business day if due date falls on a weekend or federal holiday.

13D

In accordance with the Exchange Act of 1934, when a person o group of person acquires beneficial ownership of more than 5% of a voting class of a company's equity securities registered under section 12 of the Exchange Act, they are required to file schedule 13D with the SEC. These securities are acquired with the purpose of changing or influencing the control of the issue, thus taking an activist approach.

Registered Representatives of Broker Dealer

Individuals who are registered representatives of broker dealers must also make certain filings. The Form U4 and Form U5 are used by broker dealers to register, and terminate the registrations of, associated persons with self - regulatory organizations and jurisdictions.

13D due date - Amendment

Initial Schedule 13 D filings must be made within 10 days of the transaction that resulted in beneficial ownership exceeding 5%. Beneficial ownership is defined in 13-d3. An amendment to Schedule 13D filings must be filed promptly if there are any material changes to the disclosures set forth in previously filed Schedule 13D. Material changes include, among other things, an acquisition or disposition of securities in an amount equal to 1% or more of the class of outstanding securities. ACA does not offer schedule 13D for clients.

State Registered Advisers

Investment advisory representatives of state registered investment advisers must generally register in states where they have a place of business or more than five clients.

Successions - Def

Item 4 on Form ADV - 1A allows IA to rely on a predecessors firm's registration in order to facilitate the legitimate transfer of business and permit uninterrupted operation of a firm. Guidance elaborates.

Form D Blue Sky Filings

Many states require the filing of a Form D, along with a filing fee, within 15 days of the first sale of the private investment fund in the states. May require additional forms (U2, FOrm 92).

Reporting, Recordkeeping,Monitoring, and confidentiality

Registered broker - dealers will be required to report Large Trader transaction informationto the SEC upon request. The SEC will not be compelled to disclose information collected from Form 13H or from registered broejer dealers under Rule 13h-1, subject to limited exceptions (e.g., compliance with requests for information from Congress or orders of the Supreme Court.).

Form D Amendments

Required to; (1) correct a material error or mistake of fact on a prior filing (as soon as practicable following the discovery of the error or mistake) (2) to reflect most changes in the information included in the most recent filing (as soon as practicable after the change), except that changes to the following information do not require an amended filing:

Form 13 F

Requires institutional investment managers that exercise investment discretion over Section 13F securities with a combined value of at least $100 million to file a form 13F. 13F is a holdings report which discloses the number of shares and values of Section 13F securities held by an investment adviser as of the last day of the applicable quarter. Handled on Edgar.

Group Holdings

Rule 13d(b)(1) under the exchange act states that "when two o more persons agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of an issuer, the group's combined holdings should be considered for purposes of 13D and 13G filings. The SEC in the past has questioned whether investment firms, particularly hedge fund managers, have acted as a group without making proper filings.

13 G

Rule 13d-1 under the Exchange Act generally requires that any person that acquires greater than 5% beneficial ownership of a class of an equity security passively (i.e. without the purpose of changing or influencing control of the issue) report such holding on Schedule 13G.

Amendment Requirements - ADV

Rule 204 -1 requires that Form ADV be amended within 90 days of an Adviser's fiscal year end or more frequently if required by the Instructions to Form ADV. Annual updating amendments are generally required to be filed on or around March 31st each year.

Exemption Rules and Details

Rule 204(l)-L defines the term venture capital fund. Section 203 (l) of the AA exempts venture capital advisers 203(m)(l) defines what types of UNited States and non united states private fund advisrs are exempt from registration under section 203(m) of the advisers act. 204-4 - if you are an investment adviser relyng on the excemption from registering with the Commission under section 203 (l) or (m), you must specify the information that an exempt reporting adviser must provide. That information includes basic identifyigng information, the basis for the adviser's ability to file as an exempt reporting adviser, information about its executive officers and its owner, affiliates, disciplinary history, and information about the funds is advises.

13H

SEC adopted Rule 13H-1 and Form 13H under Section 13H of the Exchange Act, in October 2011 to establish a large trader reporting system. Rule 13H-1, which applies to U.S. and no-U.S. persons, is intended to help the SEC assess the impact of a large trader trading activity on the securities markets, 13H requires each Large Trader to identify itself to the SEC by electronically filing Form 13H through EDGAR and to disclosure to registered broker -dealers effective transactions on its behalf its Large Trader identification number and each account to which the identification number applies. Rule 13 h-1 also required registered broker dealers to maintain certain information and record with respect to transactions effected by or through an account carried by the broker - dealer for the large Trader and to provide such information and records to the SEC upon request.

Relying Advisers - 2005 Letter

SEC issued guidance describing the circumstances under which an adviser is permitted to file a single Form ADV for itself and other advisers that are controlled by or under common control with the Filing Adviser, when the multiple, related advisers conduct a single advisory business. In a second letter to the ABA in 2012, the SEC affirmed its original 2005 guidance and provided responses to some questions regarding relying advisers.

Succession Guidance Details

Scenarios where a firm can rely on predecessor registration; (1) a change of the state or territory where business is organized and or a change in its form of organization; (2) a change in control or a change in leadership a IA (3) a change in ownership of an IA (4) an acquisition of a portion of an IA business (5) an internal reorganization at an investment adviser

Form D

Serves as the official notice of an offering of securities without an exemption under Regulation D or Section 4(6) of he Securities Act of 1933. Form D is a private fund filing, not an adviser filing. If an an issuer of exempt securities qualifies for, and intends to rely upon an exemption under Regulation D, the issuer must file and Initial Form D within 15 days after the first sale of securities in the offering based on the exemption. The date of the first sale of an interest is defined as the date in which the first investor is irrevocably contractually committed to invest in the fund, which, depending on the terms and conditions of the subscription agreement, could t or check is received by the fund administrator.

SEC Registered Advisers

States may impose individual licensing requirements on any person who; (i) is located in the state (ii) provides investment advice on behalf of an adviser (iii) us subject to the advisers supervision and control. Individuals are exempt if they have five or fewer clients who are natural persons or is 10% or fewer of the individuals clients are natural persons.

Hardship Filers

Temporary Hardship and Continuing Hardship. Temporary Hardship Filer- required to have filed electronically through the IARD system but have experienced some technical difficulties that would interrupt future filings. Continuing Hardship Filer- small businesses (required to answer "no" to each item in Item 12 of Form ADV) and the exemption is limited to a period of on year. Continuing hardship filers will be charged the IARD system processing fee when converting to electronic filing.

Large Trader Definition

The Large Trader filing obligations are imposed on the ultimate parent company of an entity or entities that employ or otherwise control individuals that exercise investment discretion over transactions in NMS securities in an aggregate amount equal or greater than the identifying activity level.

Identifying activity level

Triggered if aggregate transactions in NMS securities are equal or greater than (1) during any calendar day, either two million shares or shares with a fair market value of 20 million, (ii) during a calendar month, either twenty million shares or shares with a fair market value of 200 million.

2016 Rules adopted to form ADV

a. Additional reporting requirements for SMA's b. Registration on a single Form - ADV of multiple private funds adviser operating as a single advisory business in a "relying adviser" structure (umbrella organization) c. Additional disclosures about investment advisers and their business d. Certain clarifying and technical changes.

Succession by Amendment

if the successor is 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 i control or management, the successor may amend the registration of the SEC-registered adviser by filing an amended FORM ADV within 30 days after the change or reorganization to reflect such changes rather than filed a new application.

Succession by application

if the successor is an unregistered entity and is acquiring or assuming substantially all of the assets and liabilities of registered IA, successor must file a new application for registration on Form ADV within 30 days after succession and the successor may rely on the registration of the acquired adviser until the SEC declares the successors new registration effective.

204-2 (ADV)

requires adviser to maintain a copy of (1) each brochure and brochure supplement (2) each amendment or revision to the brochure and brochure supplement that satisfies the requirements of Part 2 of Form ADV and summary of material changes that satisfies the requirements of Part 2 but is not contained in he brochure; and (3) a record of the dates that each brochure and brochure supplement each amendment or revision thereto, and each summary of material changes not contained in a brochure was given to any client or to any prospective client who subsequently becomes a clients.

Advisers are nor required to deliver a 2B to . . .

to a client (1) to whom the adviser is not required to deliver a brochure to (2) who recieves only impersonal investment advice or (3) who is an officer, employee, or other person related to the adviser that would be a qualified client.