inions as to the investment merits of Erticular securities, or (iii) any comnation of the foregoing services. cs. 204, 206, and 211 of the Advisers Act (15 *S.C. 80b–4, 80b-6 and 80b-11(a))) FR 42130, July 18, 1979; 54 FR 32441, Aug. 1989] 75.206(4)-4 Financial and disciplimenary information that investment advisers must disclose to clients. 8) It shall constitute a fraudulent, ceptive, or manipulative act, pracse, or course of business within the eaning of section 206(4) of the Act for y investment adviser to fail to disose to any client or prospective cliat all material facts with respect to: A financial condition of the adiser that is reasonably likely to imair the ability of the adviser to meet Hontractual commitments to clients, if The adviser has discretionary authority express or implied) or custody over ach client's funds or securities, or reuires prepayment of advisory fees of nore than $500 from such client, 6 months or more in advance; or (2) A legal or disciplinary event that material to an evaluation of the adviser's integrity or ability to meet contractual commitments to clients. (b) It shall constitute a rebuttable presumption that the following legal or disciplinary events involving the adviser or a management person of the adviser (any of the foregoing being referred to hereafter as "person") that were not resolved in the person's favor or subsequently reversed, suspended, or vacated are material within the mean ing of paragraph (a)(2) of the rule for a period of 10 years from the time of the event: (1) A criminal or civil action in a court of competent jurisdiction in which the person— (1) Was convicted, pleaded guilty or nolo contendere ("no contest") to a felony or misdemeanor, or is the named subject of a pending criminal proceeding (any of the foregoing referred to hereafter as "action"), and such action involved: an investment-related business; fraud, false statements, or omissions; wrongful taking of property; or bribery, forgery, counterfeiting, or extortion; (ii) Was found to have been involved in a violation of an investment-related statute or regulation; or (iii) Was the subject of any order, judgment, or decree permanently or temporarily enjoining the person from, or otherwise limiting the person from, engaging in any investment-related activity. (2) Administrative proceedings before the Securities and Exchange Commission, and other federal regulatory agency or any state agency (any of the foregoing being referred to hereafter as "agency") in which the person— (i) Was found to have caused an investment-related business to lose its authorization to do business; or (ii) Was found to have been involved in a violation of an investment-related statute or regulation and was the subject of an order by the agency denying, suspending, or revoking the authorization of the person to act in, or barring or suspending the person's association with, an investment-related business; or otherwise significantly limiting the person's investment-related activities. (3) Self-Regulatory Organization (SRO) proceedings in which the per son (1) Was found to have caused an investment-related business to lose its authorization to do business; or (ii) Was found to have been involved in a violation of the SRO's rules and was the subject of an order by the SRO barring or suspending the person from membership or from association with other members, or expelling the person from membership; fining the person more than $2,500; or otherwise significantly limiting the person's investment-related activities. (c) The information required to be disclosed by paragraph (a) of this section shall be disclosed to clients promptly, and to prospective clients not less than 48 hours prior to entering into any written or oral investment advisory contract, or no later than the time of entering into such contract if the client has the right to terminate the contract without penalty within five business days after entering into the contract. (d) For purposes of this rule: (1) Management person means a person with power to exercise, directly or indirectly, a controlling influence over the management or policies of an adviser which is a company or to determine the general investment advice given to clients. means (2) Found determined or ascertained by adjudication or consent in a final SRO proceeding, administrative proceeding, or court action. (3) Investment-related means pertaining to securities commodities, banking, insurance, or real estate (including, but not limited to, action as or being associated with a broker, dealer, investment company, investment adviser, government securities broker or dealer, municipal securities dealer, bank, savings and loan association, entity or person required to be registered under the Commodity Exchange Act (7 U.S.C. 1 et seq.), or fiduciary). (4) Involved means acting or aiding, abetting, causing, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act. commodities exchange, registered association, or registered clearing agency. (e) For purposes of calculating the 10year period during which events are presumed to be material under para graph (b), the date of a reportable event shall be the date on which the final order, judgment, or decree was entered, or the date on which any rights of appeal from preliminary orders. judgments, or decrees lapsed. (f) Compliance with paragraph (b) of this rule shall not relieve any investment adviser from the disclosure obligations of paragraph (a) of the rule; compliance with paragraph (a) of the rule shall not relieve any investment adviser from any other disclosure re quirement under the Act, the rules and regulations thereunder, or under any other federal or state law. NOTE: Registered investment advisers may disclose this information to clients and pospective clients in their "brochure," the written disclosure statement to clients under Rule 204–3 (17 CFR 275.204–3); Provided, That the delivery of the brochure satisfies the timing of disclosure requirements described in paragraph (c) of this rule. [52 FR 36918, Oct, 2, 1987] PART 276 INTERPRETATIVE RELEASES RELATING TO THE INVESTMENT ADVISERS ACT OF 1940 AND GENERAL RULES AND REGULATIONS THEREUNDER Opinion of the General Counsel relating to the use of the name “investment counsel" under section 208(c) of the Investment Advisers Act of 1940. Opinion of Director of Trading and Exchange Division, relating to section 206 of the Investment Advisers Act of 1940, section 17(a) of the Securities Act of 1933, and sections 10(b) and 15(c)(1) of the Securities Exchange Act of 1934. Opinion of the General Counsel relating to the use of "hedge clauses" by brokers, dealers, investment advisers, and others. Statement of the Commission to clarify the meaning of "beneficial ownership of securities" as relates to beneficial ownership of securities held by family members. Statement of the Commission setting the date of May 1, 1966 after which filings must reflect beneficial ownership of securities held by family members. Statement of the Commission describing nature of examination required to be made of all funds and securities held by an investment adviser and the content of related accountant's certificate. Publication of the Commission's procedure to be followed if requests are to be met for no action or interpretative letters and responses thereto to be made available for public use. Commission's statement of factors to be considered in connection with investment company advisory contracts containing incentive arrangements. Applicability of Commission's policy statement on the future structure of securities markets to selection of brokers and payment of commissions by institutional managers. | PART 276—INTERPRETATIVE RELEASES RELATING TO THE INVESTMENT ADVISERS ACT OF 1940 AND GENERAL RULES AND REGULATIONS THEREUNDER-Continued 10-1 Availability of forms. Form ADV, for application for registration of investment adviser and for amendments to such registration statement. 2 Form ADV-W, notice of withdrawal from registration as investment adviser. 3 Form ADV-S, annual report of registered advisers. A Form 4-R, irrevocable appointment of agent for service of process, pleadings and other papers by individual nonresident investment adviser. 5 Form 5-R, irrevocable appointment of agent for service of process, pleadings and other papers by corporation nonresident investment adviser. 6 Form 6-R, irrevocable appointment of agent for service of process, pleadings and other papers by partnership non#resident investment adviser. 1 Form 7-R, irrevocable appointment of agent for service of process, pleadings and other papers by nonresident general partner of investment adviser. 8 Form ADV-E, cover page for certificate of accounting of securities and funds in possession or custody of an investment adviser. UTHORITY: The Investment Advisers Act 940, 15 U.S.C. 80b-1, et seq. JURCE: 33 FR 19005, Dec. 20, 1968, unless erwise noted. $279.0-1 Availability of forms. (a) This part identifies and describes the forms prescribed for use under the Investment Advisers Act of 1940. (b) Any person may obtain a copy of any form prescribed for use in this part by written request to the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549. Any person may inspect the forms at this address and at the Commission's regional and district offices. (See §200.11 of this chapter for the addresses of SEC regional and district offices.) [46 FR 17757, Mar. 20, 1981, as amended at 47 FR 26820, June 22, 1982; 59 FR 5946, Feb. 9, 1994] § 279.1 Form ADV, for application for registration of investment adviser and for amendments to such registration statement. This form shall be filed pursuant to Rule 203-1 (§ 275.203-1 of this chapter) as an application for registration of an investment adviser pursuant to sections 203(c) or 203(g) of the Investment Advisers Act of 1940, and also as an amendment to registration pursuant to Rule 204-1 (§ 275.204-1 of this chapter). [44 FR 21008, Apr. 9, 1979] EDITORIAL NOTE: For FEDERAL REGISTER Cítations affecting Form ADV, see the List of CFR Sections Affected in the Finding Aids section of this volume. 167-064 0-96-24 $279.2 Form ADV-W, notice of withdrawal from registration as investment adviser. This form shall be filed pursuant to Rule 203-2 (§ 275.203–2 of this chapter) by a registered investment adviser as a notice of withdrawal from registration as such under the Investment Advisers Act of 1940. EDITORIAL NOTE: For FEDERAL REGISTER C1tations affecting Form ADV-W, see the List of CFR Sections Affected in the Finding Aids section of this volume. $279.3 Form ADV-S, annual report of registered advisers. This form shall be filed pursuant to Rule 204-1(c) (§ 275.204-1 of this chapter) as an annual report of registered investment advisers. [44 FR 21008, Apr. 9, 1979] EDITORIAL NOTE: For FEDERAL REGISTER C1tations affecting Form ADV-S, see the List of CFR Sections Affected in the Finding Aids section of this volume. § 279.4 Form 4-R, irrevocable appoint ment of agent for service of process, pleadings and other papers by individual nonresident Investment adviser. This form shall be filed pursuant to Rule 0-2 ($275.0-2 of this chapter) by each individual nonresident investment adviser who is registered or applying for registration with the Commission as an investment adviser. EDITORIAL NOTE: For FEDERAL REGISTER Cítations affecting Form 4-R, see the List of CFR Sections Affected in the Finding Aids section of this volume. § 279.5 Form 5-R, irrevocable appointment of agent for service of process, pleadings and other papers by corporation nonresident investment adviser. This form shall be filed pursuant to Rule 0-2 ($275.0-2 of this chapter) by each corporation nonresident investment adviser, and by each unincorporated nonresident investment adviser not organized as a partnership, which is registered or applying for re istration with the Commission as investment adviser. EDITORIAL NOTE: For FEDERAL REGISTER tations affecting Form 5-R, see the List CFR Sections Affected in the Finding Al section of this volume. $279.6 Form 6-R, irrevocable_appoir ment of agent for service of proce pleadings and other papers by pai nership nonresident Investment a viser. t This form shall be filed pursuant {) Rule 0-2 ($275.0-2 of this chapter) b each partnership nonresident invest ment adviser which is registered or ap plying for registration with the Com mission as an investment adviser. EDITORIAL NOTE: For FEDERAL REGISTER ( tations affecting Form 6-R, see the List CFR Sections Affected in the Finding All section of this volume. $279.7 Form 7-R, irrevocable appointment of agent for service of proces pleadings and other papers by non resident general partner of invest ment adviser. This form shall be filed pursuant to Rule 0-2 ($275.0-2 of this chapter) by each nonresident general partner of an investment adviser, and by each nonresident "managing agent" of an unincorporated investment adviser as defined in said Rule 0-2, which is registered or applying for registration with the Commission as investment adviser. EDITORIAL NOTE: For FEDERAL REGISTER cltations affecting Form 7-R, see the List of CFR Sections Affected in the Finding Aids section of this volume. $279.8 Form ADV-E, cover page for certificate of accounting of securities and funds in possession or custody of an investment adviser. [54 FR 32049, Aug. 4, 1989] EDITORIAL NOTE: For FEDERAL REGISTER citations affecting Form ADV-E, see the List of CFR Sections Affected in the Finding Aids section of this volume. ART 281-INTERPRETATIVE RELEASES RELATING TO CORPORATE EORGANIZATIONS UNDER CHAPTER X OF THE BANKRUPTCY ACT 1286.2 Periodic reports. (a) Within 45 days after the end of each of its fiscal quarters, the Bank shall file with the Commission the following information: (1) Information as to any purchases or sales by the Bank of its primary obligations during such quarter. (2) Copies of the Bank's regular quarterly financial statements. (3) Copies of any material modifications or amendments during such quarter of any exhibits (other than (1) constituent documents defining the rights of holders of securities of other issuers guaranteed by the Bank and (ii) loan and guaranty agreements to which the Bank is a party) previously filed with the Commission under any statute. (b) Copies of each annual report of the Bank to its Board of Governors shall be filed with the Commission within 10 days after the submission of such report to the Board of Governors. [20 FR 588, Jan. 27, 1955] $285.3 Reports with respect to proposed distribution of primary obligations. The Bank shall file with the Commission, on or prior to the date on which it sells any of its primary obligations in connection with a distribution of such obligations in the United States, a report containing the information and documents specified in Schedule A below. The term "sell" as used in this section and in Schedule A means the making of a completed sale or a firm commitment to sell. [46 FR 48179, Oct. 1, 1981] § 285.4 Preparation and filing of reports. (a) Every report required by this part shall be filed under cover of a letter of transmittal which shall state the nature of the report and indicate the particular rule and subdivision thereof pursuant to which the report is filed. At least the original of every such letter shall be signed on behalf of the Bank by a duly authorized officer thereof. (b) Two copies of every report, including the letter of transmittal, exhibits and other papers and documents comprising a part of the report, shall be filed with the Commission. (c) The report shall be in the English language. If any exhibit or other paper or document filed with the report is in a foreign language, it shall be accompanied by a translation into the English language. |