cfr_sections
Data license: Public Domain (U.S. Government data) · Data source: Federal Register API & Regulations.gov API
39 rows where part_number = 275 and title_number = 17 sorted by section_id
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| section_id ▼ | title_number | title_name | chapter | subchapter | part_number | part_name | subpart | subpart_name | section_number | section_heading | agency | authority | source_citation | amendment_citations | full_text |
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| 17:17:5.0.1.1.22.0.36.1 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.0-2 General procedures for serving non-residents. | SEC | [65 FR 57448, Sept. 22, 2000] | (a) General procedures for serving process, pleadings, or other papers on non-resident investment advisers, general partners and managing agents. Under Forms ADV and ADV-NR [17 CFR 279.1 and 279.4], a person may serve process, pleadings, or other papers on a non-resident investment adviser, or on a non-resident general partner or non-resident managing agent of an investment adviser by serving any or all of its appointed agents: (1) A person may serve a non-resident investment adviser, non-resident general partner, or non-resident managing agent by furnishing the Commission with one copy of the process, pleadings, or papers, for each named party, and one additional copy for the Commission's records. (2) If process, pleadings, or other papers are served on the Commission as described in this section, the Secretary of the Commission (Secretary) will promptly forward a copy to each named party by registered or certified mail at that party's last address filed with the Commission. (3) If the Secretary certifies that the Commission was served with process, pleadings, or other papers pursuant to paragraph (a)(1) of this section and forwarded these documents to a named party pursuant to paragraph (a)(2) of this section, this certification constitutes evidence of service upon that party. (b) Definitions. For purposes of this section: (1) Managing agent means any person, including a trustee, who directs or manages, or who participates in directing or managing, the affairs of any unincorporated organization or association other than a partnership. (2) Non-resident means: (i) An individual who resides in any place not subject to the jurisdiction of the United States; (ii) A corporation that is 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 (iii) A partnership or other unincorporated organization or association that has its principal office and place of business in any place not subject to the jurisdiction of the Un… | ||||||
| 17:17:5.0.1.1.22.0.36.10 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.203-1 Application for investment adviser registration. | SEC | [65 FR 57448, Sept. 22, 2000; 65 FR 81737, Dec. 27, 2000 as amended at 84 FR 33630, July 12, 2019; 87 FR 38977, June 30, 2022] | (a) Form ADV. (1) To apply for registration with the Commission as an investment adviser, you must complete Form ADV (17 CFR 279.1) by following the instructions in the form and you must file Part 1A of Form ADV, the firm brochure(s) required by Part 2A of Form ADV and Form CRS required by Part 3 of Form ADV electronically with the Investment Adviser Registration Depository (IARD) unless you have received a hardship exemption under § 275.203-3. You are not required to file with the Commission the brochure supplements required by Part 2B of Form ADV. Information on how to file with the IARD is available on the Commission's website at http://www.sec.gov/iard. If you are not required to deliver a brochure or Form CRS to any clients, you are not required to prepare or file a brochure or Form CRS, as applicable, with the Commission. If you are not required to deliver a brochure supplement to any clients for any particular supervised person, you are not required to prepare a brochure supplement for that supervised person. (2)(i) On or after June 30, 2020, the Commission will not accept any initial application for registration as an investment adviser that does not include a Form CRS that satisfies the requirements of Part 3 of Form ADV. (ii) Beginning on May 1, 2020, any initial application for registration as an investment adviser filed prior to June 30, 2020, must include a Form CRS that satisfies the requirements of Part 3 of Form ADV by no later than June 30, 2020. (b) When filed. Each Form ADV is considered filed with the Commission upon acceptance by the IARD. (c) Filing fees. You must pay FINRA (the operator of the IARD) a filing fee. The Commission has approved the amount of the filing fee. No portion of the filing fee is refundable. Your completed application for registration will not be accepted by FINRA, and thus will not be considered filed with the Commission, until you have paid the filing fee. (d) Form ADV-NR —(1) General Requirements. Each non-resident, as defined in 17 CFR 275.0-2(b)(2… | ||||||
| 17:17:5.0.1.1.22.0.36.11 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.203-2 Withdrawal from investment adviser registration. | SEC | [65 FR 57449, Sept. 22, 2000] | (a) Form ADV-W. You must file Form ADV-W (17 CFR 279.2) to withdraw from investment adviser registration with the Commission (or to withdraw a pending registration application). (b) Electronic filing. Once you have filed your Form ADV (17 CFR 279.1) (or any amendments to Form ADV) electronically with the Investment Adviser Registration Depository (IARD), any Form ADV-W you file must be filed with the IARD, unless you have received a hardship exemption under § 275.203-3. (c) Effective date—upon filing. Each Form ADV-W filed under this section is effective upon acceptance by the IARD, provided however that your investment adviser registration will continue for a period of sixty days after acceptance solely for the purpose of commencing a proceeding under section 203(e) of the Act (15 U.S.C. 80b-3(e)). (d) Filing fees. You do not have to pay a fee to file Form ADV-W through the IARD. (e) Form ADV-W is a report. Each Form ADV-W required to be filed under this section is a “report” within the meaning of sections 204 and 207 of the Act (15 U.S.C. 80b-4 and 80b-7). | ||||||
| 17:17:5.0.1.1.22.0.36.12 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.203-3 Hardship exemptions. | SEC | [65 FR 57449, Sept. 22, 2000; 65 FR 81738, Dec. 27, 2000, as amended at 68 FR 42248, July 17, 2003; 73 FR 4694, Jan. 28, 2008] | This section provides two “hardship exemptions” from the requirement to make Advisers Act filings electronically with the Investment Adviser Registration Depository (IARD). (a) Temporary hardship exemption —(1) Eligibility for exemption. If you are registered or are registering with the Commission as an investment adviser and submit electronic filings on the Investment Adviser Registration Depository (IARD) system, but have unanticipated technical difficulties that prevent you from submitting a filing to the IARD system, you may request a temporary hardship exemption from the requirements of this chapter to file electronically. (2) Application procedures. To request a temporary hardship exemption, you must: (i) File Form ADV-H (17 CFR 279.3) in paper format with no later than one business day after the filing that is the subject of the ADV-H was due; and (ii) Submit the filing that is the subject of the Form ADV-H in electronic format with the IARD no later than seven business days after the filing was due. (3) Effective date—upon filing. The temporary hardship exemption will be granted when you file a completed Form ADV-H. (b) Continuing hardship exemption —(1) Eligibility for exemption. If you are a “small business” (as described in paragraph (b)(5) of this section), you may apply for a continuing hardship exemption. The period of the exemption may be no longer than one year after the date on which you apply for the exemption. (2) Application procedures. To apply for a continuing hardship exemption, you must file Form ADV-H at least ten business days before a filing is due. The Commission will grant or deny your application within ten business days after you file Form ADV-H. (3) Effective date—upon approval. You are not exempt from the electronic filing requirements until and unless the Commission approves your application. If the Commission approves your application, you may submit your filings to FINRA in paper format for the period of time for which the exemption is granted. (4) Crit… | ||||||
| 17:17:5.0.1.1.22.0.36.13 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.203(l)-1 Venture capital fund defined. | SEC | [76 FR 39702, July 6, 2011, as amended at 83 FR 1302, Jan. 11, 2018; 85 FR 13741, Mar. 10, 2020] | (a) Venture capital fund defined. For purposes of section 203( l ) of the Act (15 U.S.C. 80b-3( l )), a venture capital fund is any entity described in subparagraph (A), (B), or (C) of section 203(b)(7) of the Act (15 U.S.C. 80b-3(b)(7)) (other than an entity that has elected to be regulated or is regulated as a business development company pursuant to section 54 of the Investment Company Act of 1940 (15 U.S.C. 80a-53)) or any entity described in subparagraph (A) or (B) of section 203(b)(8) of the Act (15 U.S.C. 80b-3(b)(8)) (other than an entity that has elected to be regulated or is regulated as a business development company pursuant to section 54 of the Investment Company Act of 1940 (15 U.S.C. 80a-53)) or any private fund that: (1) Represents to investors and potential investors that it pursues a venture capital strategy; (2) Immediately after the acquisition of any asset, other than qualifying investments or short-term holdings, holds no more than 20 percent of the amount of the fund's aggregate capital contributions and uncalled committed capital in assets (other than short-term holdings) that are not qualifying investments, valued at cost or fair value, consistently applied by the fund; (3) Does not borrow, issue debt obligations, provide guarantees or otherwise incur leverage, in excess of 15 percent of the private fund's aggregate capital contributions and uncalled committed capital, and any such borrowing, indebtedness, guarantee or leverage is for a non-renewable term of no longer than 120 calendar days, except that any guarantee by the private fund of a qualifying portfolio company's obligations up to the amount of the value of the private fund's investment in the qualifying portfolio company is not subject to the 120 calendar day limit; (4) Only issues securities the terms of which do not provide a holder with any right, except in extraordinary circumstances, to withdraw, redeem or require the repurchase of such securities but may entitle holders to receive distributions made to all holders pr… | ||||||
| 17:17:5.0.1.1.22.0.36.14 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.203(m)-1 Private fund adviser exemption. | SEC | [76 FR 39703, July 6, 2011, as amended at 83 FR 1302, Jan. 11, 2018; 85 FR 13741, Mar. 10, 2020] | (a) United States investment advisers. For purposes of section 203(m) of the Act (15 U.S.C. 80b-3(m)), an investment adviser with its principal office and place of business in the United States is exempt from the requirement to register under section 203 of the Act if the investment adviser: (1) Acts solely as an investment adviser to one or more qualifying private funds; and (2) Manages private fund assets of less than $150 million. (b) Non-United States investment advisers. For purposes of section 203(m) of the Act (15 U.S.C. 80b-3(m)), an investment adviser with its principal office and place of business outside of the United States is exempt from the requirement to register under section 203 of the Act if: (1) The investment adviser has no client that is a United States person except for one or more qualifying private funds; and (2) All assets managed by the investment adviser at a place of business in the United States are solely attributable to private fund assets, the total value of which is less than $150 million. (c) Frequency of Calculations. For purposes of this section, calculate private fund assets annually, in accordance with General Instruction 15 to Form ADV (§ 279.1 of this chapter). (d) Definitions. For purposes of this section: (1) Assets under management means the regulatory assets under management as determined under Item 5.F of Form ADV (§ 279.1 of this chapter), except the following shall be excluded from the definition of assets under management for purposes of this section: (i) The regulatory assets under management attributable to a private fund that is an entity described in subparagraph (A), (B), or (C) of section 203(b)(7) of the Act (15 U.S.C. 80b- 3(b)(7)) (other than an entity that has elected to be regulated or is regulated as a business development company pursuant to section 54 of the Investment Company Act of 1940 (15 U.S.C. 80a-53)); and (ii) The regulatory assets under management attributable to a private fund that is an entity described in subparagraph (A… | ||||||
| 17:17:5.0.1.1.22.0.36.15 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.203A-1 Eligibility for SEC registration; Switching to or from SEC registration. | SEC | [76 FR 43011, July 19, 2011] | (a) Eligibility for SEC registration of mid-sized investment advisers. If you are an investment adviser described in section 203A(a)(2)(B) of the Act (15 U.S.C. 80b-3a(a)(2)(B)): (1) Threshold for SEC registration and registration buffer. You may, but are not required to register with the Commission if you have assets under management of at least $100,000,000 but less than $110,000,000, and you need not withdraw your registration unless you have less than $90,000,000 of assets under management. (2) Exceptions. This paragraph (a) does not apply if: (i) You are an investment adviser to an investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a) or to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 (15 U.S.C. 80a-54), and has not withdrawn the election; or (ii) You are eligible for an exemption described in § 275.203A-2 of this chapter. (b) Switching to or from SEC registration —(1) State-registered advisers—switching to SEC registration. If you are registered with a state securities authority, you must apply for registration with the Commission within 90 days of filing an annual updating amendment to your Form ADV reporting that you are eligible for SEC registration and are not relying on an exemption from registration under sections 203(l) or 203(m) of the Act (15 U.S.C. 80b-3(l), (m)). (2) SEC-registered advisers—switching to State registration. If you are registered with the Commission and file an annual updating amendment to your Form ADV reporting that you are not eligible for SEC registration and are not relying on an exemption from registration under sections 203(l) or 203(m) of the Act (15 U.S.C. 80b-3(l), (m)), you must file Form ADV-W (17 CFR 279.2) to withdraw your SEC registration within 180 days of your fiscal year end (unless you then are eligible for SEC registration). During this period while you are registered with both the Commission and one or more state securities authorit… | ||||||
| 17:17:5.0.1.1.22.0.36.16 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.203A-2 Exemptions from prohibition on Commission registration. | SEC | [62 FR 28133, May 22, 1997, as amended at 63 FR 39715, 39716, July 24, 1998; 65 FR 57450, Sept. 22, 2000; 67 FR 77625, Dec. 18, 2003; 76 FR 43012, July 19, 2011; 89 FR 24712, Apr. 9, 2024] | The prohibition of section 203A(a) of the Act (15 U.S.C. 80b-3a(a)) does not apply to: (a) Pension consultants. (1) An investment adviser that is a “pension consultant,” as defined in this section, with respect to assets of plans having an aggregate value of at least $200,000,000. (2) An investment adviser is a pension consultant, for purposes of paragraph (a) of this section, if the investment adviser provides investment advice to: (i) Any employee benefit plan described in section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”) [29 U.S.C. 1002(3)]; (ii) Any governmental plan described in section 3(32) of ERISA (29 U.S.C. 1002(32)); or (iii) Any church plan described in section 3(33) of ERISA (29 U.S.C. 1002(33)). (3) In determining the aggregate value of assets of plans, include only that portion of a plan's assets for which the investment adviser provided investment advice (including any advice with respect to the selection of an investment adviser to manage such assets). Determine the aggregate value of assets by cumulating the value of assets of plans with respect to which the investment adviser was last employed or retained by contract to provide investment advice during a 12-month period ended within 90 days of filing an annual updating amendment to Form ADV (17 CFR 279.1). (b) Investment advisers controlling, controlled by, or under common control with an investment adviser registered with the Commission. An investment adviser that controls, is controlled by, or is under common control with, an investment adviser eligible to register, and registered with, the Commission (“registered adviser”), provided that the principal office and place of business of the investment adviser is the same as that of the registered adviser. For purposes of this paragraph, control means the power to direct or cause the direction of the management or policies of an investment adviser, whether through ownership of securities, by contract, or otherwise. Any person that directly or indirectly has … | ||||||
| 17:17:5.0.1.1.22.0.36.17 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.203A-3 Definitions. | SEC | [62 FR 28134, May 22, 1997, as amended at 63 FR 39715, July 24, 1998; 69 FR 72088, Dec. 10, 2004; 76 FR 43012, July 19, 2011] | For purposes of section 203A of the Act (15 U.S.C. 80b-3a) and the rules thereunder: (a)(1) Investment adviser representative. “Investment adviser representative” of an investment adviser means a supervised person of the investment adviser: (i) Who has more than five clients who are natural persons (other than excepted persons described in paragraph (a)(3)(i) of this section); and (ii) More than ten percent of whose clients are natural persons (other than excepted persons described in paragraph (a)(3)(i) of this section). (2) Notwithstanding paragraph (a)(1) of this section, a supervised person is not an investment adviser representative if the supervised person: (i) Does not on a regular basis solicit, meet with, or otherwise communicate with clients of the investment adviser; or (ii) Provides only impersonal investment advice. (3) For purposes of this section: (i) “Excepted person” means a natural person who is a qualified client as described in § 275.205-3(d)(1). (ii) “Impersonal investment advice” means investment advisory services provided by means of written material or oral statements that do not purport to meet the objectives or needs of specific individuals or accounts. (4) Supervised persons may rely on the definition of “client” in § 275.202(a)(30)-1 to identify clients for purposes of paragraph (a)(1) of this section, except that supervised persons need not count clients that are not residents of the United States. (b) Place of business. “Place of business” of an investment adviser representative means: (1) An office at which the investment adviser representative 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 representative provides investment advisory services, solicits, meets with, or otherwise communicates with clients. (c) Principal office and place of business. “Principal office and place of business” of… | ||||||
| 17:17:5.0.1.1.22.0.36.18 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | §§ 275.203A-4--275.203A-6 [Reserved] | SEC | ||||||||
| 17:17:5.0.1.1.22.0.36.19 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.204-1 Amendments to Form ADV. | SEC | [65 FR 57450, Sept. 22, 2000; 65 FR 81738, Dec. 27, 2000, as amended at 68 FR 42248, July 17, 2003; 73 FR 4694, Jan. 28, 2008; 75 FR 49267, Aug. 12, 2010; 76 FR 43013, July 19, 2011; 81 FR 60458, Sept. 1, 2016; 84 FR 33630, July 12, 2019] | (a) When amendment is required. You must amend your Form ADV (17 CFR 279.1): (1) Parts 1 and 2: (i) At least annually, within 90 days of the end of your fiscal year; and (ii) More frequently, if required by the instructions to Form ADV. (2) Part 3 at the frequency required by the instructions to Form ADV. (b) Electronic filing of amendments. (1) Subject to paragraph (c) of this section, you must file all amendments to Part 1A, Part 2A, and Part 3 of Form ADV electronically with the IARD, unless you have received a continuing hardship exemption under § 275.203-3. You are not required to file with the Commission amendments to brochure supplements required by Part 2B of Form ADV. (2) If you have received a continuing hardship exemption under § 275.203-3, you must, when you are required to amend your Form ADV, file a completed Part 1A, Part 2A and Part 3 of Form ADV on paper with the SEC by mailing it to FINRA. (c) Filing fees. You must pay FINRA (the operator of the IARD) an initial filing fee when you first electronically file Part 1A of Form ADV. After you pay the initial filing fee, you must pay an annual filing fee each time you file your annual updating amendment. No portion of either fee is refundable. The Commission has approved the filing fees. Your amended Form ADV will not be accepted by FINRA, and thus will not be considered filed with the Commission, until you have paid the filing fee. (d) Amendments to Form ADV are reports. Each amendment required to be filed under this section is a “report” within the meaning of sections 204 and 207 of the Act (15 U.S.C. 80b-4 and 80b-7). (e) Transition to Filing Form CRS. If you are registered with the Commission or have an application for registration pending with the Commission prior to June 30, 2020, you must amend your Form ADV by electronically filing with IARD your initial Form CRS that satisfies the requirements of Part 3 of Form ADV (as amended effective September 30, 2019) beginning on May 1, 2020 and by no later than June 30, 2020. This n… | ||||||
| 17:17:5.0.1.1.22.0.36.2 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.0-3 References to rules and regulations. | SEC | [30 FR 4129, Mar. 30, 1965] | The term rules and regulations refers to all rules and regulations adopted by the Commission pursuant to the Act, including the forms for registration and reports and the accompanying instructions thereto. | ||||||
| 17:17:5.0.1.1.22.0.36.20 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.204-2 Books and records to be maintained by investment advisers. | SEC | [26 FR 5002, June 6, 1961] | (a) Every investment adviser registered or required to be registered under section 203 of the Act (15 U.S.C. 80b-3) shall make and keep true, accurate and current the following books and records relating to its investment advisory business; (1) A journal or journals, including cash receipts and disbursements, records, and any other records of original entry forming the basis of entries in any ledger. (2) General and auxiliary ledgers (or other comparable records) reflecting asset, liability, reserve, capital, income and expense accounts. (3) A memorandum of each order given by the investment adviser for the purchase or sale of any security, of any instruction received by the investment adviser concerning the purchase, sale, receipt or delivery of a particular security, and of any modification or cancellation of any such order or instruction. Such memoranda shall show the terms and conditions of the order, instruction, modification or cancellation; shall identify the person connected with the investment adviser who recommended the transaction to the client and the person who placed such order; and shall show the account for which entered, the date of entry, and the bank, broker or dealer by or through whom executed where appropriate. Orders entered pursuant to the exercise of discretionary power shall be so designated. (4) All check books, bank statements, cancelled checks and cash reconciliations of the investment adviser. (5) All bills or statements (or copies thereof), paid or unpaid, relating to the business of the investment adviser as such. (6) All trial balances, financial statements, and internal audit working papers relating to the business of such investment adviser. (7) Originals of all written communications received and copies of all written communications sent by such investment adviser relating to: (i) Any recommendation made or proposed to be made and any advice given or proposed to be given; (ii) Any receipt, disbursement or delivery of funds or securities; (iii) The placing or execution… | ||||||
| 17:17:5.0.1.1.22.0.36.21 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.204-3 Delivery of brochures and brochure supplements. | SEC | [75 FR 49268, Aug. 12, 2010, as amended at 81 FR 60458, Oct. 31, 2016; 84 FR 33630, July 12, 2019; 87 FR 22447, Apr. 15, 2022] | (a) General requirements. If you are registered under the Act as an investment adviser, you must deliver a brochure and one or more brochure supplements to each client or prospective client that contains all information required by Part 2 of Form ADV [17 CFR 279.1]. (b) Delivery requirements. You (or a supervised person acting on your behalf) must: (1) Deliver to a client or prospective client your current brochure before or at the time you enter into an investment advisory contract with that client. (2) Deliver to each client, annually within 120 days after the end of your fiscal year and without charge, if there are material changes in your brochure since your last annual updating amendment: (i) A current brochure, or (ii) The summary of material changes to the brochure as required by Item 2 of Form ADV, Part 2A that offers to provide your current brochure without charge, accompanied by the Web site address (if available) and an e-mail address (if available) and telephone number by which a client may obtain the current brochure from you, and the Web site address for obtaining information about you through the Investment Adviser Public Disclosure (IAPD) system. (3) Deliver to each client or prospective client a current brochure supplement for a supervised person before or at the time that supervised person begins to provide advisory services to the client; provided, however, that 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 to that client for the five supervised persons with the most significant responsibility for the day-to-day advice provided to that client. For purposes of this section, a supervised person will provide advisory services to a client if that supervised person will: (i) 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. (… | ||||||
| 17:17:5.0.1.1.22.0.36.22 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.204-4 Reporting by exempt reporting advisers. | SEC | [76 FR 43013, July 19, 2011] | (a) Exempt reporting advisers. If you are an investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Act (15 U.S.C. 80b-3(l) or 80b-3(m)), you must complete and file reports on Form ADV (17 CFR 279.1) by following the instructions in the Form, which specify the information that an exempt reporting adviser must provide. (b) Electronic filing. You must file Form ADV electronically with the Investment Adviser Registration Depository (IARD) unless you have received a hardship exemption under paragraph (e) of this section. Information on how to file with the IARD is available on the Commission's Web site at http://www.sec.gov/iard. (c) When filed. Each Form ADV is considered filed with the Commission upon acceptance by the IARD. (d) Filing fees. You must pay FINRA (the operator of the IARD) a filing fee. The Commission has approved the amount of the filing fee. No portion of the filing fee is refundable. Your completed Form ADV will not be accepted by FINRA, and thus will not be considered filed with the Commission, until you have paid the filing fee. (e) Temporary hardship exemption —(1) Eligibility for exemption. If you have unanticipated technical difficulties that prevent submission of a filing to the IARD, you may request a temporary hardship exemption from the requirements of this chapter to file electronically. (2) Application procedures. To request a temporary hardship exemption, you must: (i) File Form ADV-H (17 CFR 279.3) in paper format no later than one business day after the filing that is the subject of the ADV-H was due; and (ii) Submit the filing that is the subject of the Form ADV-H in electronic format with the IARD no later than seven business days after the filing was due. (3) Effective date—upon filing. The temporary hardship exemption will be granted when you file a completed Form ADV-H. (f) Final report. You must file a final report in accordance with instructions in Form ADV when: (1) You cease operation as… | ||||||
| 17:17:5.0.1.1.22.0.36.23 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.204-5 Delivery of Form CRS. | SEC | [84 FR 33631, July 12, 2019, as amended at 87 FR 22447, Apr. 15, 2022] | (a) General requirements. If you are registered under the Act as an investment adviser, you must deliver Form CRS, required by Part 3 of Form ADV [17 CFR 279.1], to each retail investor. (b) Delivery requirements. You (or a supervised person acting on your behalf) must: (1) Deliver to each retail investor your current Form CRS before or at the time you enter into an investment advisory contract with that retail investor. (2) Deliver to each retail investor who is an existing client your current Form CRS before or at the time you: (i) Open a new account that is different from the retail investor's existing account(s); (ii) Recommend that the retail investor roll over assets from a retirement account into a new or existing account or investment; or (iii) Recommend or provide a new investment advisory service or investment that does not necessarily involve the opening of a new account and would not be held in an existing account. (3) Post the current Form CRS prominently on your website, if you have one, in a location and format that is easily accessible for retail investors. (4) Communicate any changes made to Form CRS to each retail investor who is an existing client within 60 days after the amendments are required to be made and without charge. The communication can be made by delivering the amended Form CRS or by communicating the information through another disclosure that is delivered to the retail investor. (5) Deliver a current Form CRS to each retail investor within 30 days upon request. (c) Other disclosure obligations. Delivering Form CRS in compliance with this section does not relieve you of any other disclosure obligations you have to your retail investors under any Federal or State laws or regulations. (d) Definitions. For purposes of this section: (1) Current Form CRS means the most recent version of the Form CRS. (2) Retail investor means a natural person, or the legal representative of such natural person, who seeks to receive or receives services primarily for personal, fa… | ||||||
| 17:17:5.0.1.1.22.0.36.24 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.204(b)-1 Reporting by investment advisers to private funds. | SEC | [76 FR 71174, Nov. 16, 2011, as amended at 88 FR 38202, June 12, 2023; 89 FR 18060, Mar. 12, 2024] | (a) Reporting by investment advisers to private funds on Form PF. If you are an investment adviser registered or required to be registered under section 203 of the Act (15 U.S.C. 80b-3), you act as an investment adviser to one or more private funds and, as of the end of your most recently completed fiscal year, you managed private fund assets of at least $150 million, you must complete and file a report on Form PF (17 CFR 279.9) by following the instructions in the Form, which specify the information that an investment adviser must provide. Your initial report on Form PF is due no later than the last day on which your next update would be timely in accordance with paragraph (e) if you had previously filed the Form; provided that you are not required to file Form PF with respect to any fiscal quarter or fiscal year ending prior to the date on which your registration becomes effective. (b) Electronic filing. You must file Form PF electronically with the Form PF filing system on the Investment Adviser Registration Depository (IARD). Information on how to file Form PF is available on the Commission's Web site at http://www.sec.gov/iard. (c) When filed. Each Form PF is considered filed with the Commission upon acceptance by the Form PF filing system. (d) Filing fees. You must pay the operator of the Form PF filing system a filing fee as required by the instructions to Form PF. The Commission has approved the amount of the filing fee. No portion of the filing fee is refundable. Your completed Form PF will not be accepted by the operator of the Form PF filing system, and thus will not be considered filed with the Commission, until you have paid the filing fee. (e) Updates to Form PF. You must file an updated Form PF: (1) At least annually, no later than the date specified in the instructions to Form PF; and (2) More frequently, if required by the instructions to Form PF. You must file all updated reports electronically with the Form PF filing system. (f) Temporary hardship exemption. (1) If you have… | ||||||
| 17:17:5.0.1.1.22.0.36.25 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.204A-1 Investment adviser codes of ethics. | SEC | [69 FR 41708, July 9, 2004, as amended at 76 FR 81806, Dec. 29, 2011; 81 FR 83554, Nov. 21, 2016] | (a) Adoption of code of ethics. If you are an investment adviser registered or required to be registered under section 203 of the Act (15 U.S.C. 80b-3), you must establish, maintain and enforce a written code of ethics that, at a minimum, includes: (1) A standard (or standards) of business conduct that you require of your supervised persons, which standard must reflect your fiduciary obligations and those of your supervised persons; (2) Provisions requiring your supervised persons to comply with applicable Federal securities laws; (3) Provisions that require all of your access persons to report, and you to review, their personal securities transactions and holdings periodically as provided below; (4) Provisions requiring supervised persons to report any violations of your code of ethics promptly to your chief compliance officer or, provided your chief compliance officer also receives reports of all violations, to other persons you designate in your code of ethics; and (5) Provisions requiring you to provide each of your supervised persons with a copy of your code of ethics and any amendments, and requiring your supervised persons to provide you with a written acknowledgment of their receipt of the code and any amendments. (b) Reporting requirements —(1) Holdings reports. The code of ethics must require your access persons to submit to your chief compliance officer or other persons you designate in your code of ethics a report of the access person's current securities holdings that meets the following requirements: (i) Content of holdings reports. Each holdings report must contain, at a minimum: (A) The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership; (B) The name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person's direct or indirect … | ||||||
| 17:17:5.0.1.1.22.0.36.26 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.205-1 Definition of “investment performance” of an investment company and “investment record” of an appropriate index of securities prices. | SEC | [37 FR 17468, Aug. 29, 1972] | (a) Investment performance of an investment company for any period shall mean the sum of: (1) The change in its net asset value per share during such period; (2) The value of its cash distributions per share accumulated to the end of such period; and (3) The value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period; expressed as a percentage of its net asset value per share at the beginning of such period. For this purpose, the value of distributions per share of realized capital gains, of dividends per share paid from investment income and of capital gains taxes per share paid or payable on undistributed realized long-term capital gains shall be treated as reinvested in shares of the investment company at the net asset value per share in effect at the close of business on the record date for the payment of such distributions and dividends and the date on which provision is made for such taxes, after giving effect to such distributions, dividends and taxes. (b) Investment record of an appropriate index of securities prices for any period shall mean the sum of: (1) The change in the level of the index during such period; and (2) The value, computed consistently with the index, of cash distributions made by companies whose securities comprise the index accumulated to the end of such period; expressed as a percentage of the index level at the beginning of such period. For this purpose cash distributions on the securities which comprise the index shall be treated as reinvested in the index at least as frequently as the end of each calendar quarter following the payment of the dividend. Exhibit I [ Method of computing the investment record of the standard & poor's 500 stock composite index for calendar 1971] 1 Source: Standard & Poor's Trade and Securities Statistics, Jan. 1972, p. 33. 2 Id. See Standard & Poor's Trade and Securities Statistics Security and Price Index Record—1970 Edition, p. 133 for explanation… | ||||||
| 17:17:5.0.1.1.22.0.36.27 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.205-2 Definition of “specified period” over which the asset value of the company or fund under management is averaged. | SEC | [37 FR 24896, Nov. 22, 1972] | (a) For purposes of this rule: (1) Fulcrum fee shall mean the fee which is paid or earned when the investment company's performance is equivalent to that of the index or other measure of performance. (2) Rolling period shall mean a period consisting of a specified number of subperiods of definite length in which the most recent subperiod is substituted for the earliest subperiod as time passes. (b) The specified period over which the asset value of the company or fund under management is averaged shall mean the period over which the investment performance of the company or fund and the investment record of an appropriate index of securities prices or such other measure of investment performance are computed. (c) Notwithstanding paragraph (b) of this section, the specified period over which the asset value of the company or fund is averaged for the purpose of computing the fulcrum fee may differ from the period over which the asset value is averaged for computing the performance related portion of the fee, only if: (1) The performance related portion of the fee is computed over a rolling period and the total fee is payable at the end of each subperiod of the rolling period; and (2) The fulcrum fee is computed on the basis of the asset value averaged over the most recent subperiod or subperiods of the rolling period. | ||||||
| 17:17:5.0.1.1.22.0.36.28 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.205-3 Exemption from the compensation prohibition of section 205(a)(1) for investment advisers. | SEC | [63 FR 39027, July 21, 1998, as amended at 69 FR 72088, Dec. 10, 2004; 77 FR 10368, Feb. 22, 2012; 86 FR 62475, Nov. 10, 2021 | (a) General. The provisions of section 205(a)(1) of the Act (15 U.S.C. 80b-5(a)(1)) will not be deemed to prohibit an investment adviser from entering into, performing, renewing or extending an investment advisory contract that provides for compensation to the investment adviser on the basis of a share of the capital gains upon, or the capital appreciation of, the funds, or any portion of the funds, of a client, Provided, That the client entering into the contract subject to this section is a qualified client, as defined in paragraph (d)(1) of this section. (b) Identification of the client. In the case of a private investment company, as defined in paragraph (d)(3) of this section, an investment company registered under the Investment Company Act of 1940, or a business development company, as defined in section 202(a)(22) of the Act (15 U.S.C. 80b-2(a)(22)), each equity owner of any such company (except for the investment adviser entering into the contract and any other equity owners not charged a fee on the basis of a share of capital gains or capital appreciation) will be considered a client for purposes of paragraph (a) of this section. (c) Transition rules —(1) Registered investment advisers. If a registered investment adviser entered into a contract and satisfied the conditions of this section that were in effect when the contract was entered into, the adviser will be considered to satisfy the conditions of this section; Provided, however, that if a natural person or company who was not a party to the contract becomes a party (including an equity owner of a private investment company advised by the adviser), the conditions of this section in effect at that time will apply with regard to that person or company. (2) Registered investment advisers that were previously not registered. If an investment adviser was not required to register with the Commission pursuant to section 203 of the Act (15 U.S.C. 80b-3) and was not registered, section 205(a)(1) of the Act will not apply to an advisory contr… | ||||||
| 17:17:5.0.1.1.22.0.36.29 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.206(3)-1 Exemption of investment advisers registered as broker-dealers in connection with the provision of certain investment advisory services. | SEC | [40 FR 38159, Aug. 27, 1975] | (a) An investment adviser which is a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934 shall be exempt from section 206(3) in connection with any transaction in relation to which such broker or dealer is acting as an investment adviser solely (1) by means of publicly distributed written materials or publicly made oral statements; (2) by means of written materials or oral statements which do not purport to meet the objectives or needs of specific individuals or accounts; (3) through the issuance of statistical information containing no expressions of opinion as to the investment merits of a particular security; or (4) any combination of the foregoing services: Provided, however, That such materials and oral statements include a statement that if the purchaser of the advisory communication uses the services of the adviser in connection with a sale or purchase of a security which is a subject of such communication, the adviser may act as principal for its own account or as agent for another person. (b) For the purpose of this Rule, publicly distributed written materials are those which are distributed to 35 or more persons who pay for such materials, and publicly made oral statements are those made simultaneously to 35 or more persons who pay for access to such statements. The requirement that the investment adviser disclose that it may act as principal or agent for another person in the sale or purchase of a security that is the subject of investment advice does not relieve the investment adviser of any disclosure obligation which, depending upon the nature of the relationship between the investment adviser and the client, may be imposed by subparagraphs (1) or (2) of section 206 or the other provisions of the federal securities laws. | ||||||
| 17:17:5.0.1.1.22.0.36.3 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.0-4 General requirements of papers and applications. | SEC | [41 FR 39019, Sept. 14, 1976, as amended at 44 FR 4666, Jan. 23, 1979; 47 FR 58239, Dec. 30, 1982; 68 FR 42248, July 17, 2003; 76 FR 71877, Nov. 21, 2011; 87 FR 38976, June 30, 2022] | (a) Filings. (1) All papers required to be filed with the Commission shall, unless otherwise provided by the rules and regulations, be delivered through the mails or otherwise to the Secretary of the Securities and Exchange Commission, Washington, DC 20549. Except as otherwise provided by the rules and regulations, such papers shall be deemed to have been filed with the Commission on the date when they are actually received by it. (2) All filings required to be made electronically with the Investment Adviser Registration Depository (“IARD”) shall, unless otherwise provided by the rules and regulations in this part, be deemed to have been filed with the Commission upon acceptance by the IARD. Filings required to be made through the IARD on a day that the IARD is closed shall be considered timely filed with the Commission if filed with the IARD no later than the following business day. (3) Filings required to be made through the IARD during the period in December of each year that the IARD is not available for submission of filings shall be considered timely filed with the Commission if filed with the IARD no later than the following January 7. Each year the IARD shuts down to filers for several days during the end of December to process renewals of state notice filings and registrations. During this period, advisers are not able to submit filings through the IARD. Check the Commission's Web site at http://www.sec.gov/iard for the dates of the annual IARD shutdown. (b) Formal specifications respecting applications. Every application for an order under any provision of the Act, for which a form with instructions is not specifically prescribed, and every amendment to such application, shall be filed electronically pursuant to 17 CFR part 232 (Regulation S-T). Any filings made in paper, including filings made pursuant to a hardship exemption under Regulation S-T, shall be filed in quintuplicate. One copy shall be signed by the applicant, but the other four copies may have facsimile or typed signatures. Such … | ||||||
| 17:17:5.0.1.1.22.0.36.30 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.206(3)-2 Agency cross transactions for advisory clients. | SEC | [42 FR 29301 June 8, 1977, as amended at 48 FR 41379, Sept. 15, 1983; 62 FR 28135, May 22, 1997] | (a) An investment adviser, or a person registered as a broker-dealer under section 15 of the Securities Exchange Act of 1934 (15 U.S.C. 78o) and controlling, controlled by, or under common control with an investment adviser, shall be deemed in compliance with the provisions of sections 206(3) of the Act (15 U.S.C. 80b-6(3)) in effecting an agency cross transaction for an advisory client, if: (1) The advisory client has executed a written consent prospectively authorizing the investment adviser, or any other person relying on this rule, to effect agency cross transactions for such advisory client, provided that such written consent is obtained after full written disclosure that with respect to agency cross transactions the investment adviser or such other person will act as broker for, receive commissions from, and have a potentially conflicting division of loyalties and responsibilities regarding, both parties to such transactions; (2) The investment adviser, or any other person relying on this rule, sends to each such client a written confirmation at or before the completion of each such transaction, which confirmation includes (i) a statement of the nature of such transaction, (ii) the date such transaction took place, (iii) an offer to furnish upon request, the time when such transaction took place, and (iv) the source and amount of any other remuneration received or to be received by the investment adviser and any other person relying on this rule in connection with the transaction, Provided, however, That if, in the case of a purchase, neither the investment adviser nor any other person relying on this rule was participating in a distribution, or in the case of a sale, neither the investment adviser nor any other person relying on this rule was participating in a tender offer, the written confirmation may state whether any other remuneration has been or will be received and that the source and amount of such other remuneration will be furnished upon written request of such customer; (3) The investment a… | ||||||
| 17:17:5.0.1.1.22.0.36.31 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.206(4)-1 Investment adviser marketing. | SEC | [86 FR 13024, Mar. 5, 2021, as amended at 87 FR 22447, Apr. 15, 2022] | As a means reasonably designed to prevent fraudulent, deceptive, or manipulative acts, practices, or courses of business within the meaning of section 206(4) of the Act (15 U.S.C. 80b-6(4)), it is unlawful for any investment adviser registered or required to be registered under section 203 of the Act (15 U.S.C. 80b-3), directly or indirectly, to disseminate any advertisement that violates any of paragraphs (a) through (d) of this section. (a) General prohibitions. An advertisement may not: (1) Include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statement made, in the light of the circumstances under which it was made, not misleading; (2) Include a material statement of fact that the adviser does not have a reasonable basis for believing it will be able to substantiate upon demand by the Commission; (3) Include information that would reasonably be likely to cause an untrue or misleading implication or inference to be drawn concerning a material fact relating to the investment adviser; (4) Discuss any potential benefits to clients or investors connected with or resulting from the investment adviser's services or methods of operation without providing fair and balanced treatment of any material risks or material limitations associated with the potential benefits; (5) Include a reference to specific investment advice provided by the investment adviser where such investment advice is not presented in a manner that is fair and balanced; (6) Include or exclude performance results, or present performance time periods, in a manner that is not fair and balanced; or (7) Otherwise be materially misleading. (b) Testimonials and endorsements. An advertisement may not include any testimonial or endorsement, and an adviser may not provide compensation, directly or indirectly, for a testimonial or endorsement, unless the investment adviser complies with the conditions in paragraphs (b)(1) through (3) of this section, subject to the exemptions in paragraph (… | ||||||
| 17:17:5.0.1.1.22.0.36.32 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.206(4)-2 Custody of funds or securities of clients by investment advisers. | SEC | [75 FR 1484, Jan. 11, 2010] | (a) Safekeeping required. If you are an investment adviser registered or required to be registered under section 203 of the Act (15 U.S.C. 80b-3), it is 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 you to have custody of client funds or securities unless: (1) Qualified custodian. A qualified custodian maintains those funds and securities: (i) In a separate account for each client under that client's name; or (ii) In accounts that contain only your clients' funds and securities, under your name as agent or trustee for the clients. (2) Notice to clients. If you open an account with a qualified custodian on your client's behalf, either under the client's name or under your name as agent, you notify the client in writing of the qualified custodian's name, address, and the manner in which the funds or securities are maintained, promptly when the account is opened and following any changes to this information. If you send account statements to a client to which you are required to provide this notice, include in the notification provided to that client and in any subsequent account statement you send that client a statement urging the client to compare the account statements from the custodian with those from the adviser. (3) Account statements to clients. You have a reasonable basis, after due inquiry, for believing that the qualified custodian sends an account statement, at least quarterly, to each of your clients for which it maintains funds or securities, identifying the amount of funds and of each security in the account at the end of the period and setting forth all transactions in the account during that period. (4) Independent verification. The client funds and securities of which you have custody are verified by actual examination at least once during each calendar year, except as provided below, by an independent public accountant, pursuant to a written agreement between you and the accou… | ||||||
| 17:17:5.0.1.1.22.0.36.33 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | §§ 275.206(4)-(3)--275.206(4)-4 [Reserved] | SEC | ||||||||
| 17:17:5.0.1.1.22.0.36.34 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.206(4)-5 Political contributions by certain investment advisers. | SEC | [75 FR 41069, July 14, 2010, as amended at 76 FR 43013, July 19, 2011; 77 FR 28477, May 15, 2012] | (a) Prohibitions. As a means reasonably designed to prevent fraudulent, deceptive or manipulative acts, practices, or courses of business within the meaning of section 206(4) of the Act (15 U.S.C. 80b-6(4)), it shall be unlawful: (1) For any investment adviser registered (or required to be registered) with the Commission, or unregistered in reliance on the exemption available under section 203(b)(3) of the Advisers Act (15 U.S.C. 80b-3(b)(3)), or that is an exempt reporting adviser, as defined in section 275.204-4(a), to provide investment advisory services for compensation to a government entity within two years after a contribution to an official of the government entity is made by the investment adviser or any covered associate of the investment adviser (including a person who becomes a covered associate within two years after the contribution is made); and (2) For any investment adviser registered (or required to be registered) with the Commission, or unregistered in reliance on the exemption available under section 203(b)(3) of the Advisers Act (15 U.S.C. 80b-3(b)(3)), or that is an exempt reporting adviser, or any of the investment adviser's covered associates: (i) To provide or agree to provide, directly or indirectly, payment to any person to solicit a government entity for investment advisory services on behalf of such investment adviser unless such person is: (A) A regulated person; or (B) An executive officer, general partner, managing member (or, in each case, a person with a similar status or function), or employee of the investment adviser; and (ii) To coordinate, or to solicit any person or political action committee to make, any: (A) Contribution to an official of a government entity to which the investment adviser is providing or seeking to provide investment advisory services; or (B) Payment to a political party of a State or locality where the investment adviser is providing or seeking to provide investment advisory services to a government entity. (b) Exceptions —(1) De minimis ex… | ||||||
| 17:17:5.0.1.1.22.0.36.35 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.206(4)-6 Proxy voting. | SEC | [68 FR 6593, Feb. 7, 2003] | If you are an investment adviser registered or required to be registered under section 203 of the Act (15 U.S.C. 80b-3), it is 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 you to exercise voting authority with respect to client securities, unless you: (a) Adopt and implement written policies and procedures that are reasonably designed to ensure that you vote client securities in the best interest of clients, which procedures must include how you address material conflicts that may arise between your interests and those of your clients; (b) Disclose to clients how they may obtain information from you about how you voted with respect to their securities; and (c) Describe to clients your proxy voting policies and procedures and, upon request, furnish a copy of the policies and procedures to the requesting client. | ||||||
| 17:17:5.0.1.1.22.0.36.36 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.206(4)-7 Compliance procedures and practices. | SEC | [68 FR 74730, Dec. 24, 2003, as amended at 88 FR 63386, Sept. 14, 2023; 89 FR 91253, Nov. 19, 2024] | If you are an investment adviser registered or required to be registered under section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3), it shall be unlawful within the meaning of section 206 of the Act (15 U.S.C. 80b-6) for you to provide investment advice to clients unless you: (a) Policies and procedures. Adopt and implement written policies and procedures reasonably designed to prevent violation, by you and your supervised persons, of the Act and the rules that the Commission has adopted under the Act; (b) Annual review. Review, no less frequently than annually, the adequacy of the policies and procedures established pursuant to this section and the effectiveness of their implementation; and (c) Chief compliance officer. Designate an individual (who is a supervised person) responsible for administering the policies and procedures that you adopt under paragraph (a) of this section. | ||||||
| 17:17:5.0.1.1.22.0.36.37 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.206(4)-8 Pooled investment vehicles. | SEC | [72 FR 44761, Aug. 9, 2007] | (a) Prohibition. 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 to a pooled investment vehicle to: (1) Make any untrue statement of a material fact or to omit to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading, to any investor or prospective investor in the pooled investment vehicle; or (2) Otherwise engage in any act, practice, or course of business that is fraudulent, deceptive, or manipulative with respect to any investor or prospective investor in the pooled investment vehicle. (b) Definition. For purposes of this section “pooled investment vehicle” means any investment company as defined in section 3(a) of the Investment Company Act of 1940 (15 U.S.C. 80a-3(a)) or any company that would be an investment company under section 3(a) of that Act but for the exclusion provided from that definition by either section 3(c)(1) or section 3(c)(7) of that Act (15 U.S.C. 80a-3(c)(1) or (7)). | ||||||
| 17:17:5.0.1.1.22.0.36.38 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.222-1 Definitions. | SEC | [62 FR 28135, May 22, 1997, as amended at 76 FR 43014, July 19, 2011] | 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 office and place of business. “Principal office and 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. | ||||||
| 17:17:5.0.1.1.22.0.36.39 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.222-2 Definition of “client” for purposes of the national de minimis standard. | SEC | [76 FR 43014, July 19, 2011] | 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 § 275.202(a)(30)-1, without giving regard to paragraph (b)(4) of that section. | ||||||
| 17:17:5.0.1.1.22.0.36.4 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.0-5 Procedure with respect to applications and other matters. | SEC | [41 FR 39020, Sept. 14, 1976, as amended at 61 FR 49962, Sept. 24, 1996] | The procedure hereinbelow set forth will be followed with respect to any proceeding initiated by the filing of an application, or upon the Commission's own motion, pursuant to any section of the Act or any rule or regulation thereunder, unless in the particular case a different procedure is provided: (a) Notice of the initiation of the proceeding will be published in the Federal Register and will indicate the earliest date upon which an order disposing of the matter may be entered. The notice will also provide that any interested person may, within the period of time specified therein, submit to the Commission in writing any facts bearing upon the desirability of a hearing on the matter and may request that a hearing be held, stating his reasons therefor and the nature of his interest in the matter. (b) An order disposing of the matter will be issued as of course following the expiration of the period of time referred to in paragraph (a) of this section, unless the Commission thereafter orders a hearing on the matter. (c) The Commission will order a hearing on the matter, if it appears that a hearing is necessary or appropriate in the public interest or for the protection of investors, (1) upon the request of any interested person or (2) upon its own motion. (d) Definition of application. For purposes of this rule, an “application” means any application for an order of the Commission under the Act other than an application for registration as an investment adviser. | ||||||
| 17:17:5.0.1.1.22.0.36.5 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.0-6 Incorporation by reference in applications. | SEC | [84 FR 12738, Apr. 2, 2019] | (a) Exhibits. Any document or part thereof, including any financial statement or part thereof, filed with the Commission pursuant to any Act administered by the Commission may be incorporated by reference as an exhibit to any application filed with the Commission by the same or any other person. If any modification has occurred in the text of any document incorporated by reference since the filing thereof, the registrant must file with the reference a statement containing the text of any such modification and the date thereof. (b) General. Include an express statement clearly describing the specific location of the information you are incorporating by reference. The statement must identify the document where the information was originally filed or submitted and the location of the information within that document. The statement must be made at the particular place where the information is required, if applicable. Information must not be incorporated by reference in any case where such incorporation would render the disclosure incomplete, unclear, or confusing. For example, unless expressly permitted or required, disclosure must not be incorporated by reference from a second document if that second document incorporates information pertinent to such disclosure by reference to a third document. (c) Definition of Application. For purposes of this rule, an “application” means any application for an order of the Commission under the Act other than an application for registration as an investment adviser. | ||||||
| 17:17:5.0.1.1.22.0.36.6 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.0-7 Small entities under the Investment Advisers Act for purposes of the Regulatory Flexibility Act. | SEC | [63 FR 35515, June 30, 1998, as amended at 65 FR 57448, Sept. 22, 2000; 76 FR 43011, July 19, 2011] | (a) For purposes of Commission rulemaking in accordance with the provisions of Chapter Six of the Administrative Procedure Act (5 U.S.C. 601 et seq. ) and unless otherwise defined for purposes of a particular rulemaking proceeding, the term small business or small organization for purposes of the Investment Advisers Act of 1940 shall mean an investment adviser that: (1) Has assets under management, as defined under Section 203A(a)(3) of the Act (15 U.S.C. 80b-3a(a)(2)) and reported on its annual updating amendment to Form ADV (17 CFR 279.1), of less than $25 million, or such higher amount as the Commission may by rule deem appropriate under Section 203A(a)(1)(A) of the Act (15 U.S.C. 80b-3a(a)(1)(A)); (2) Did not have total assets of $5 million or more on the last day of the most recent fiscal year; and (3) Does not control, is not controlled by, and is not under common control with another investment adviser that has assets under management of $25 million or more (or such higher amount as the Commission may deem appropriate), or any person (other than a natural person) that had total assets of $5 million or more on the last day of the most recent fiscal year. (b) For purposes of this section: (1) Control means the power, directly or indirectly, to direct the management or policies of a person, whether through ownership of securities, by contract, or otherwise. (i) A person is presumed to control a corporation if the person: (A) Directly or indirectly has the right to vote 25 percent or more of a class of the corporation's voting securities; or (B) Has the power to sell or direct the sale of 25 percent or more of a class of the corporation's voting securities. (ii) 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. (iii) A person is presumed to control a limited liability company (LLC) if the person: (A) Directly or indirectly has the right to vote 25 percent or more of a… | ||||||
| 17:17:5.0.1.1.22.0.36.7 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.202(a)(1)-1 Certain transactions not deemed assignments. | SEC | [51 FR 32907, Sept. 17, 1986; 64 FR 2567, Jan. 15, 1999] | A transaction which does not result in a change of actual control or management of an investment adviser is not an assignment for purposes of section 205(a)(2) of the Act. | ||||||
| 17:17:5.0.1.1.22.0.36.8 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.202(a)(11)(G)-1 Family offices. | SEC | [76 FR 37994, June 29, 2011, as amended at 81 FR 60457, Sept. 1, 2016] | (a) Exclusion. A family office, as defined in this section, shall not be considered to be an investment adviser for purpose of the Act. (b) Family office. A family office is a company (including its directors, partners, members, managers, trustees, and employees acting within the scope of their position or employment) that: (1) Has no clients other than family clients; provided that if a person that is not a family client becomes a client of the family office as a result of the death of a family member or key employee or other involuntary transfer from a family member or key employee, that person shall be deemed to be a family client for purposes of this section for one year following the completion of the transfer of legal title to the assets resulting from the involuntary event; (2) Is wholly owned by family clients and is exclusively controlled (directly or indirectly) by one or more family members and/or family entities; and (3) Does not hold itself out to the public as an investment adviser. (c) Grandfathering. A family office as defined in paragraph (a) of this section shall not exclude any person, who was not registered or required to be registered under the Act on January 1, 2010, solely because such person provides investment advice to, and was engaged before January 1, 2010 in providing investment advice to: (1) Natural persons who, at the time of their applicable investment, are officers, directors, or employees of the family office who have invested with the family office before January 1, 2010 and are accredited investors, as defined in Regulation D under the Securities Act of 1933; (2) Any company owned exclusively and controlled by one or more family members; or (3) Any investment adviser registered under the Act that provides investment advice to the family office and who identifies investment opportunities to the family office, and invests in such transactions on substantially the same terms as the family office invests, but does not invest in other funds advised by the family offic… | ||||||
| 17:17:5.0.1.1.22.0.36.9 | 17 | Commodity and Securities Exchanges | II | 275 | PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 | § 275.202(a)(30)-1 Foreign private advisers. | SEC | [76 FR 39701, July 6, 2011] | (a) Client. You may deem the following to be a single client for purposes of section 202(a)(30) of the Act (15 U.S.C. 80b-2(a)(30)): (1) A natural person, and: (i) Any minor child of the natural person; (ii) Any relative, spouse, spousal equivalent, or relative of the spouse or of the spousal equivalent of the natural person who has the same principal residence; (iii) All accounts of which the natural person and/or the persons referred to in this paragraph (a)(1) are the only primary beneficiaries; and (iv) All trusts of which the natural person and/or the persons referred to in this paragraph (a)(1) are the only primary beneficiaries; (2)(i) A corporation, general partnership, limited partnership, limited liability company, trust (other than a trust referred to in paragraph (a)(1)(iv) of this section), or other legal organization (any of which are referred to hereinafter as a “legal organization”) to which you provide investment advice based on its investment objectives rather than the individual investment objectives of its shareholders, partners, limited partners, members, or beneficiaries (any of which are referred to hereinafter as an “owner”); and (ii) Two or more legal organizations referred to in paragraph (a)(2)(i) of this section that have identical owners. (b) Special rules regarding clients. For purposes of this section: (1) You must count an owner as a client if you provide investment advisory services to the owner separate and apart from the investment advisory services you provide to the legal organization, provided, however, that the determination that an owner is a client will not affect the applicability of this section with regard to any other owner; (2) You are not required to count an owner as a client solely because you, on behalf of the legal organization, offer, promote, or sell interests in the legal organization to the owner, or report periodically to the owners as a group solely with respect to the performance of or plans for the legal organization's assets or similar matt… |
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CREATE TABLE cfr_sections (
section_id TEXT PRIMARY KEY,
title_number INTEGER,
title_name TEXT,
chapter TEXT,
subchapter TEXT,
part_number TEXT,
part_name TEXT,
subpart TEXT,
subpart_name TEXT,
section_number TEXT,
section_heading TEXT,
agency TEXT,
authority TEXT,
source_citation TEXT,
amendment_citations TEXT,
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CREATE INDEX idx_cfr_agency ON cfr_sections(agency);