• Filing and Other Fees
• Hardship Filings
• SEC Registration
• Reporting with the SEC as an Exempt Reporting Adviser
• State Issues
• Type of Filing
• Name Change
• Glossary of Terms
• Form ADV: Item 1.B
• Form ADV: Item 1.F
• Form ADV: Item 1.L
• Form ADV: Item 1.O
• Form ADV: Item 2.A(1)
• Form ADV: Item 5.C
• Form ADV: Item 5.D
• Form ADV: Item 6.A
• Form ADV: Item 7.A
• Form ADV: Item 7.B

• Form ADV: Item 8.G
• Form ADV: Item 8.H
• Form ADV: Item 9
• Form ADV: Item 11
• Schedules A & B
• Schedule A Only
• Schedule B Only
• Miscellaneous Section
• Execution Page
• Filing Submitted
• Filing An Annual Updating Amendment
• Filing an Other-than-Annual Amendment
• Form ADV: Part 2
• Form ADV-E
• Form ADV-W
• Final Filing
• Public Disclosure

• Completeness Check Problems
• Daily Account/Renewal Account
• Removing a DRP
• Getting Access to IARD

• New Direct Owner
• Passwords
• New Filing, Draft/Pending Filing, or View Last Filing
• Printing Form ADV
• Switching SEC/State Registration
• Switching SEC Registration/SEC Exempt Reporting Adviser

The Commission has approved initial registration and annual IARD filing fees for investment advisers registered with the Commission or applying for registration with the Commission (see Release No. IA-3126). SEC-registered investment advisers will have to pay the fee associated with their annual updating amendments filed on or after January 1, 2011. For the same period, investment advisers filing with the Commission for initial registration on the IARD will have to pay the initial registration fee. Investment advisers registered with the Commission or applying for registration with the Commission will still be subject to applicable state Notice Filing fees associated with any amendment or initial registration filing.

1. Any Computer.   You may use any computer to fill out and submit your Form ADV on IARD. Thus, you could fill out and submit your Form ADV at a public library or any other place that provides public access to a computer.
2. Service Bureaus.   There are service bureaus you can hire that will file your Form ADV for you, for a fee.
3. Continuing Hardship Exemption.   If you are registered or applying for registration and you are a "small business," you may qualify for a Continuing Hardship Exemption. An investment adviser generally is a small business if it (a) manages assets of less than $25 million, (b) has total assets of $5 million or less, and (c) is not in a control relationship with another investment adviser that is not a small business. To request a Continuing Hardship Exemption, you must file Form ADV-H (on paper) with the SEC. If your Continuing Hardship Exemption is granted, you will send a paper version of your Form ADV to FINRA, who will key in your filing for a fee.

   However, even if you are a "small business," we would encourage you to hire a service bureau rather than request a Continuing Hardship Exemption. We believe that using a service bureau will be administratively easier for you and also will be less expensive.

   To obtain a copy of Form ADV-H, call SEC Publications at (202) 551-4040. The form also is available on www.sec.gov/divisions/investment/iard/iastuff.shtml under "Forms for IARD."

Upon obtaining the sixth client, the adviser would not need to immediately withdraw its SEC registration. An adviser would assess annually, when preparing to file its Form ADV annual-updating amendment, its eligibility for SEC registration. Changes to its regulatory assets under management or its number of clients that occur between annual updating amendments would not cause the adviser to immediately lose it eligibility for SEC registration. However, SEC-registered advisers may choose to switch to state registration at any time they are eligible for state registration.  SEC-registered advisers that report they are not eligible for SEC registration on their annual updating amendment must switch to state registration within 180 days of the adviser’s fiscal year end (and file a partial withdrawal on Form ADV-W to withdraw their SEC registration).  See rule 203A-1. (Posted February 6, 2012)

1. Select "New/Draft Filing" under the Forms section/column within IARD.
2. Choose to file an other-than-annual amendment or submit an Annual Updating Amendment (only if this filing is going to include the firm's annual updated information and the filing is done within 90 days after the firm's fiscal year end).
3. Select Item 1- Identifying Information on the navigation panel.
4. Put a check in the box under Item C indicating whether this is going to be a change to the firm's legal name and/or primary business name.
5. Type in the new name and press the Save button.
6. Complete an execution page and Save.
7. Click on Submit Filing on left hand navigation panel.

If you are filling out Form ADV electronically, you can access the Glossary of Terms by clicking on the question mark in the top right-hand corner of the screen or by clicking on any word that appears in italics on Form ADV.

In the paper version of Form ADV (available at www.sec.gov/iard under "Forms, Policy and Law"), the Glossary of Terms appears after the Instructions to Form ADV.

However, if you are a separately identifiable department or division of a bank, you must check the box in Item 6.A(7).

If you have related persons who are not listed on Section 7.A of Schedule D, you should use the Miscellaneous Section of Schedule D to state that you have a supplementary list of related persons who are not listed in Section 7.A, why they are not listed, and that you will provide a copy of that list upon request.

However, you must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.

If, however, you have a related person (employee, director, etc.) who has a separate business as an investment adviser or broker-dealer, you must report that business in response to Item 7.A.

For private funds that filed a Form D prior to January 1, 2002 that were not required to file any amendments or updates after January 1, 2002, the adviser should make reasonable efforts to locate this identification number. If the adviser is unable to locate the 021 number for the private fund, then the adviser may enter all nines for the number (e.g., 021-9999999999). (Posted February 6, 2012)

If you and another adviser will report on the same private fund, you are responsible for coordinating with one another to ensure that you all use the same private fund identification number for that fund. The system will not store a copy of this identification number until you use it on a Form ADV submission (or a Form PF submission for commodity pools). As a result, you cannot retrieve this number if it is lost before you make your filing.

Once you file information regarding a private fund on Form ADV, you must continue to use the same identification number whenever you amend that information. (Posted February 7, 2012)

For example, when determining whether to include short positions, the short position should be included when it is an asset on the balance sheet in accordance with the applicable accounting standard. Typically, a short sale will be recorded as a short sale liability (because the fund has an obligation to replace the security) together with an asset for the proceeds received or due from the counterparty (e.g., cash received or due from a broker). In that case, the short sale liability would neither be included as an asset nor deducted from assets in the calculation of “gross asset value,” although the proceeds received would be included in “gross asset value.” However, if the fund takes a short position using a derivative, the derivative itself may have a positive fair value and be recorded as an asset. In this case, the short position would be included as an asset in the calculation of “gross asset value.”(See the Rule Release IA-3221, footnote 83.) (Posted February 6, 2012)

For example, if one of your employees receives a bonus that is based, at least in part, on bringing clients into your firm, you would mark "Yes" to Item 8.H. However, awarding a bonus that is based on the firm's profitability during the preceding year would not cause you to mark "Yes" to Item 8.H.

If you are a state-registered adviser, however, you must respond to the questions in Item 11 as posed.

Advisers should note that they may have a continuing anti-fraud obligation to disclose to clients and prospective clients information about an event that occurred more than 10 years ago, even if the adviser is not required to report that event in response to Item 11 of Part 1 of Form ADV. See General Instructions for Part 2 of Form ADV, Instruction 3.

Remember, an SEC registered adviser who makes Notice Filings with state securities authorities is not separately registered as an investment adviser in those states. Check with state securities authorities if you have questions about your registration status.

Note: Additional Staff Responses to Questions About Part 2 of Form ADV are available at http://www.sec.gov/divisions/investment/form-adv-part-2-faq.htm/form-adv-part-2-faq.htm.

Please note that SEC-registered advisers are not required to deliver a Part 2A brochure to either (i) clients that are SEC-registered investment companies or business development companies; or (ii) clients who receive only impersonal investment advice from the adviser and who will pay the adviser less than $500 per year. An SEC-registered adviser is not required to deliver a Part 2B brochure supplement to a client (i) to whom it is not required to deliver a brochure, (ii) who receives only impersonal investment advice, or (iii) who is a certain officer or employee of the adviser.

The IARD system does have an email alert and reminder function. To take advantage of this function, the adviser must supply the email address of its chief compliance officer or contact employee in its response to Part 1A of Item 1.J. or 1.K. of Form ADV; and the chief compliance officer or contact employee should confirm the email address by responding to the confirmation request the IARD system sends to the contact person. Through this email function, the SEC-registered investment adviser will receive email reminders of certain filing deadlines as well as email notices of SEC regulatory and compliance information.

1. You should review Item 4 of the Form ADV General Instructions to determine when you must amend your Form ADV. You can view the General Instructions at www.sec.gov/about/forms/formadv.pdf.
2. To amend your Form ADV, you should take the following steps:
   1. Log on to the IARD. In the Forms section/column choose "New/Draft Filing" for Form ADV.
   2. Select the filing option to file an amendment, then select an other-than-annual amendment as the type of amendment.
   3. You can now begin to enter the appropriate information on the form. When you have finished amending your Form ADV, complete the appropriate Execution Page, run the completeness check, correct any completeness errors and submit the filing. No processing fees are charged for other-than-annual amendments (although state fees may be charged if a new Notice Filing or State Registration is selected).
   4. For a more detailed discussion of how to file an other-than-annual amendment to Form ADV, see the IARD Quick Reference Guides at http://www.iard.com/UserSupport.asp.

If you need additional assistance, you may contact the SEC's Office of Investor Education and Advocacy at (202) 551-8090.

The IARD Renewal Account is the financial account used only to pay state fees for renewal of State Registrations, State Investment Adviser Representative registrations, and State Notice Filings. The IARD Renewal Account is used only during the renewal period (November-December) each year.

To remove a DRP, click the appropriate box in Part I of the affected DRP. If the related response to Item 11 (Disclosure Information) in Form ADV also has changed, you will need to change the Item 11 response by filing another amendment. You cannot change both the DRP and the related Item 11 response in the same filing. Therefore, after you submit a filing with the DRP change, create a new filing, change the appropriate response in Item 11, and submit that subsequent filing.

1. Under ADMIN TOOLS, click ACCOUNT MANAGEMENT on the main sitemap
2. Search for the user whose password is to be changed and click on their user ID to open their profile
3. Select CHANGE PASSWORD from the navigation panel
4. Type in a new password
5. Click on SAVE

1. The minimum password length is 8 characters.
2. Password changes are limited to one per user per day.
3. Passwords must contain characters from three of the following four categories:
   
   • English upper case characters (A...Z)
   • English lower case characters (a...z)
   • Base 10 digits (0...9)
   • Non-alphanumeric (For example, !,$,#,%)

"New/Draft Filing" stores unfinished draft filings, not completed filings. When you click on "New/Draft Filing," you retrieve a draft filing that you started working on, did not finish and saved for completion at a later time. IARD allows you to store an uncompleted filing for up to 120 days so you can continue completing it without having to start from scratch with a new filing.

To convert from being a SEC-registered adviser to being a state-registered adviser, submit the filing type "Apply for registration as an investment adviser with one or more states." After your state registration has been approved, then you should file a "Partial ADV-W" to withdraw your SEC registration. Do NOT file your Partial ADV-W until your state registration application(s) are approved or you will be unregistered and may be unable to conduct your business during this period of time.

Note: You must update your answers to questions you completed as an Exempt Reporting Adviser, and you must complete the remaining items required for an application for registration. Please see Form ADV General Instructions, Instruction 13 and Instruction 15 for more guidance.

Modified: 08/30/2012