FORM ADV (Paper Form) Instructions

Transcript

1 OMB APPROVAL MB Number: 3235 O -0049 31, 2020 August Expires: Estimated average burden 23.77 hours per response FORM ADV (Paper Version) UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION • AND REPORT FORM BY EXEMPT REPORTING ADVISERS • F orm ADV: General Instructions R ead these instructions carefully before filing Form ADV. Failure to follow these instructions, properly complete the form, or pay all required fees may result in your application or report being delayed or rejected. n these instructions and in Form ADV, “you” mea i.e. , the advisory I ns the investment adviser ( firm). f you are a “ separately identifiable department or division ” (SID) of a bank, “you” means the I SID, rather than your bank, unless the instructions or the form provide otherwise. I f you are a private fund adviser filing an umbrella registration , “you” means the filing adviser and each relying adviser , unless the instructions or the form provide otherwise. The information in Items 1, 2, 3 and 10 (including corresponding schedules) should be provided for the filing adviser only. are defined in the Glossary of Terms to Form ADV. T erms that appear in italics 1. W here can I get more information on Form ADV, electronic filing , and the IARD? Adv provides its SEC and the information about isers Act on its website: The rules ://www.sec.gov/iard. http provides information about state investment adviser laws and state rules, and how to NASAA ority , on its website: http://www.nasaa.org. state securities auth contact a FINRA provides information about the IARD and electronic filing on the IARD website: http ://www.iard.com. 2. W hat is Form ADV used for? I nvestment advisers use Form ADV to: • R egister with the Securities and Exchange Commission • Register with one or more state securities authorit ies • Amend those registrations; • R eport to the SEC as an exempt reporting adviser exempt reporting adviser • Report to one or more state securities authorities as an Amend those reports; and • -17) File 1 of 4 SEC 1707 (07

2 Submit a final report as an • exempt reporting adviser How is Form 3. ? ADV organized Form ADV contains four parts: • Part 1A asks a number of questions about you, your business practices, the persons who own and you, and the persons who provide investment advice on your behalf. control o All advisers registering with the SEC or any of the state securities authorities must complete Part 1A. o Exempt reporting advisers (that are not also registering with any state securities authority ) must complete only the following Items of P art 1A: 1, 2, 3, 6, 7, 10, and 11, as well as corresponding schedules. Exempt reporting advisers that are registering with any securities authority must complete all of Form ADV. state Part 1A also contains several supplemental schedules. The items of Part 1A let you know which schedules you must complete. o Schedule A asks for information about your direct owners and executive officers. Schedule B asks for information about your indirect owners. o o Schedule C is used by paper filers to update the information required by Schedules A and B (see Instruction 18). o Schedule D asks for additional information for certain items in Part 1A. o relying advisers . Schedule R asks for additional information about o Disclosure Reporting Pages (or DRPs) are schedules that ask for details abou t disciplinary events involving you or your affiliates . advisory • Part 1B asks additional questions required by state securities authorities . Part 1B contains three additional DRPs. If you are applying for SEC registration or are registered only with the SEC, you do not have to complete Part 1B. (If you are filing electronically and you do not have to complete Part 1B, you will not see Part 1B). • containing information about the Part 2A requires advisers to create narrative brochures advisory firm. The requirements in Part 2A apply to all investment advisers registered exempt reporting with or applying for registration with the SEC, but do not apply to advisers . Every application for registration mus t include a narrative brochure prepared in See Advisers Act Rule 203- accordance with the requirements of Part 2A of Form ADV. 1. Part 2B requires advisers to create brochure supplements • containing information about certain . The requirements in Part 2B apply to all investment advisers supervised persons registered with or applying for registration with the SEC, but do not apply to exempt reporting advisers . 4. When am I required to update my Form ADV ? 2

3 • - and State -Registered Advisers : SEC nual updating amendments : You must amend your Form ADV each year by filing o An updating amendment within 90 days after the end of your fiscal year. an annual updating amendment , you must update your responses When you submit your annual , and D and all to all items, including corresponding sections of Schedules A, B, C relying adviser . You must submit your summary of sections of Schedule R for each material changes required by Item 2 of Part 2A either in the brochure (cover page or the page immediately thereafter) or as an exhibit to your . brochure updating -annual amendments : In addition to your annual -than amendment , if o Other state securities you are registered with the SEC or a , you must amend your authority Form ADV, including corresponding sections of Schedules A, B, C, D , and R, by -than- filing additional amendments (other annual amendments) promptly, if:  you are adding or removing a relying adviser as part of your umbrella ; registration  information you provided in response to Items 1 (except 1.O . and Section 1.F. ), 3, 9 (except 9.A.(2), 9.B.(2), 9.E., and 9.F.), or 11 of Part 1A of Schedule D or Items 1, 2.A. through 2.F., or 2.I. of Part 1B or Sections 1 or 3 of Schedule R becomes inaccurate in any way;  information you provided in response to Items 4, 8, or 10 of Part 1A, or Item 2.G. of Part 1B, or Section 10 of Schedule R becomes materially inaccurate; or information you provided in your brochure becomes materially inaccurate  (see note below for exceptions) . Notes : Part 1 : If you are submitting an other -than- annual amendment, you are not required to update your responses to Items 2, 5, 6, 7, 9.A.(2), 9.B.(2), 9.E., 9.F., or 12 of Part 1A, Items 2.H. or 2.J. of Part 1B , Section 1.F. of Schedule D or Section 2 of Schedule R even if your responses to those items have become inaccurate. Part 2 brochure supplements (see Form ADV, Part : You must amend your inaccurate. If 2B) promptly if any information in them becomes materially -than -annual amendment to your brochure , you are you are submitting an other not required to update your summary of material changes as required by Item 2. You are not required to update your between annual amendments brochure solely because the amount of client assets you manage has changed or because your fee schedule has changed. However, if you are updating your brochure for a separate reason in between annual amendments, and the amount of client listed in n response to Item 4.E. or your fee schedule assets you manage listed i 3

4 become materially inaccurate, you should update response to Item 5.A. has that item(s) as part of the interim amendment. -registered adviser , you are required to file your • If you are an SEC are not brochure amendments electronically through IARD. You supplements with the brochure required to file amendments to your SEC, but you must maintain a copy of them in your files. • If you are a state- registered adviser , you are required to file your amendments and amendments with the brochure brochure supplement state appropriate authorities through IARD. securities • Exempt reporting advisers : o Annual Updating Amendments : You must amend your Form ADV each year by annual updating amendment within 90 days after the end of your fiscal year. filing an annual updating amendment , you must update your responses When you submit your to all required items, including corresponding sections of Schedules A, B, C, and D. o Other -than -Annual Amendments : In addit ion to your annual updating amendment , you must amend your Form ADV , including corresponding sections of Schedules A, B, C, and D, by filing additional amendments (other -than -annual amendments) promptly if:  information you provided in response to Items 1 (except Item 1.O. and Section 1.F. of Schedule D ), 3, or 11 becomes inaccurate in any way; or materially  information you provided in response to Item 10 becomes inaccurate. Failure to update your Form ADV, as required by this instruction, is a violation of SEC rules or similar state rules and could lead to your registration being revoked. umbrella registration and how can I satisfy the requirements of filing 5. What is SEC umbrella registration? an umbrella registration An is a single registration by a filing adviser and one or more relying advisers who advise only private funds and certain separately managed account clients that are qualified clients and collectively conduct a single advisory business. Absent other facts adviser suggesting that the filing and relying adviser (s) conduct different businesses, umbrella registration is available under the following circumstances: i. The filing adviser and each relying adviser advise only private funds and clients in separately managed accounts that are qualified clients and are otherwise eligible to invest and whose accounts adviser in the private funds advised by the filing adviser or a relying 4

5 pursue investment objectives and strategies that are substantially similar or otherwise related to those private funds . filing adviser has its principal office and place of business in the United States and, ii. The therefore, all of the substantive provisions of the Advisers Act and the rules thereunder adviser's apply to the adviser's and each relying dealings with each of its clients , filing client of the filing adviser or relying adviser providing the regardless of whether any advice is a United States person . iii. relying adviser , its employees and the persons acting on its behalf are subject to the Each relying filing adviser ’s supervision and control and, therefore, each adviser , its employees and the persons acting on its behalf are “ persons associated with ” the filing adviser (as defined in section 202(a)(17) of the Advisers Act). iv. The advisory activities of each relying adviser are subject to the Advisers Act and the rules thereunder, and each relying adviser is subject to examination by the SEC. adviser operate under a single code of ethics adopted v. The filing adviser and each relying in accordance with SEC rule 204A -1 and a single set of written policies and procedures -7 and administered by a adopted and implemented in accordance with SEC rule 206(4) single chief compliance officer in accordance with that rule. registration To satisfy the requirements of Form ADV while using filing umbrella the hat adviser must sign, file, and update as required, a single Form ADV (Parts 1 and 2) t and each relying adviser adviser filing relates to, and includes all information concerning, the e.g. , disciplinary information and ownership information), and must include this same ( information in any other reports or filings it must make under the Advisers Act or the rules e.g. , Form PF). The filing adviser and each relying adviser must not be thereunder ( i.e. filing , the prohibited from registering with the SEC by section 203A of the Advisers Act ( and each relying adviser must individually qualify for SEC registration). adviser Unless otherwise specified, references to “ you” in Form ADV refer to both the filing adviser and each relying adviser . The information in Items 1, 2, 3 and 10 (including corresponding schedules) should be provided for the adviser only. A separate Schedule R should be filing relying relying adviser . References to “ you” in Schedule R refer to the completed for each adviser only. A filing adviser applying for registration with the SEC should complete a Schedule R for each relying adviser . If you are a filing adviser registered with the SEC and would like to registration add or delete advisers from an umbrella , you should file an other -than- relying annual amendment and add or delete Schedule Rs as needed. Note: r egistration is not available to exempt Umbrella reporting advisers . Where do I sign my Form ADV application or amendment? 6. 5

6 You must sign the appropriate Execution Page. There are three Execution Pages at the end of the form. Your initial application, your ini reporting exempt tial report (in the case of an ), and all amendments to Form ADV must include at least one Execution Page. adviser If you are applying for or are amending your SEC registration, or if you are reporting as • an exempt reporting adviser or amending your report, you must sign and submit either a: o Domestic Investment Adviser Execution Page, if you (the advisory firm) are a resident of the United States; or o Non -Resident Investment Adviser Execution Page, if you (the advisory firm) are not a resident of the United States. If you are applying for or are amending your registration with a state • authority , securities you must sign and submit the State -Registered Investment Adviser Execution Page. 7. Who must sign my Form ADV or amendment? The individual who signs the form depends upon your form of organization: • For a sole proprietorship, the sole proprietor. • For a partnership, a general partner. For a corporation, an authorized principal officer. • • r division ” (SID) of a bank, a principal officer For a “ separately identifiable department o of your bank who is directly engaged in the management, direction, or supervision of your investment advisory activities. • For all others, an authorized individual who participates in managing or directing your affairs. The signature does not have to be notarized, and in the case of an electronic filing, should be a typed name. 8. How do I file my Form ADV? Complete Form ADV electronically using the Investment Adviser Registration Depository (IARD) if: to any of the You are filing with the SEC (and submitting notice filings state • securities authorities ), or • You are filing with a securities authority that requires or permits advisers to submit state Form ADV through the IARD. Note: SEC rules require a dvisers that are registered or applying for registration with the , to file exempt reporting adviser SEC, or that are reporting to the SEC as an 1 and 204- electronically through the IARD system. Se e SEC rules 203- 4. 6

7 To file electronically, go to the IARD website (), which contains detailed instructions for advisers to follow when filing through the IARD. omplete Form ADV (Paper Version) on paper if: C ou are filing with the SEC or a securities authority that requires electronic f state iling, Y • but you have been granted a continuing hardship exemption. Hardship exemptions are described in Instruction 17. state securities authority that permits (but does not require) Y • ou are filing with a electronic filing and you do not file electronically. w do I get started filing electronically? 9. Ho st, obtain a copy of the IARD Entitlement Package fro e following website: Fir m th h ://www.iard.com/GetStarted.asp. Seco the IARD system for your ttp nd, request access to completing and submitting ntitlement IA RD E ntitlement Package. The IARD E the firm by how the form ma y be submitted. Ma il the forms to: FINRA E ntitlement Package explains y West Group, 9509 Ke Avenue, Rockville, M D 20850. eceives your CRD Package, t hey w ill as sign a INRA r number Entitlement When F your f irm) and a user I.D. code and password (identification for (identification number and system password for the individual(s) who will submit Form A DV f ilings for number firm). Your an I.D. code and password for more than one individual. firm may request your also will create a f IA l account for you fro m which the RD w ill deduct filing inancia FINRA fees and any state fees you are required t o pa y. If you already have a CRD account with IARD account ; a separate account will not be established. FINRA, i as your t w erve ill also s you funded your CRD number, user I.D. code and password, and you have Once you receive r are ready ile electronically. account, you to f at 240.386.4848. addressed to FINRA the Entitlement Process should be ng regardi Questions 10. I f I am applying for registration with the SEC, or amending my SEC registration, how do I make notice filings with the state securities authorities ? f you are applying for registration with the SEC or are amending your SEC registration, one I state securities authorities may require you to provide them with copies of your SEC or more notice filings. We call these filings “ filings .” Your notice filings will be sent electronically to the states that you check on Item 2.C. of Part 1A. The state securities authorities to which you send filings may charge fees, which will be deducted from the account you notice establish with FINRA. To determine which state securities authorities require SEC - registered advisers to submit notice filings and to pay fees, consult the relevant state investment adviser law or state securities authority . See General Instruction 1. 7

8 ile Form ADV on paper, FINRA will If you are granted a continuing hardship exemption to f notice filings will be sent electronically to the state enter your filing into the IARD and your authorities that you check on Item 2.C. of Part 1A. securities 11. I am registered with a state. When must I switch to SEC registration? If at the time of your annual updating amendment you meet at least one of the requirements for SEC registration in Item 2.A.(1) to (12) of Part 1A, you must apply for registration with the SEC within 90 days after you file the annual updating amendment . Once you register with the SEC, you are subject t o SEC regulation, regardless of whether you remain registered -1(b)(2). Each of your adviser with one or more states. See SEC rule 203A investment , however, may be subject to registration in those states in which the representatives lace of business. See Advisers Act section 203A(b)(1); SEC rule representative has a p 203A -3(a). For additional information, consult the investment adviser laws or the state securities authority for the particular state in which you are “ doing business.” See General Instruct ion 1. 12. I am registered with the SEC. When must I switch to registration with a state securities authority ? amendment If you check box 13 in Item 2.A. of Part 1A to report on your annual updating that you are no longer eligible to register with the SEC, you must withdraw from SEC registration within 180 days after the end of your fiscal year by filing Form ADV -W. See hority -1(b)(2). You should consult state law or state securities SEC rule 203A the for the aut states in which you are “ doing business ” to determine if you are required to register in these states. See General Instruction 1. Until you file your Form ADV -W with the SEC, you will remain subject to SEC regulation, and you also will be subject to regulation in any states where you register. See SEC rule 203A -1(b)(2). 13. I am an exempt reporting adviser . When must I submit my first report on Form ADV? • exempt All reporting advisers : You must submit your initial Form ADV filing within 60 days of relying on the exemption from registration under either section 203(l) of the Advisers Act as an adviser solely to one or more venture capital funds or section 203(m) of the Advisers Act because you act solely as an adviser to private funds and have assets under management in the United States of less than $150 million. • exempt Additional instruction for advisers switching from being registered to being reporting advisers : If you are currently registered as an investment adviser (or have an appl ication for registration pending) with the SEC or with a state securities authority , you must file a Form ADV -W to withdraw from registration in the jurisdictions where you are switching. You must submit the Form ADV -W before submitting your first report as an exempt . reporting adviser 8

9 exempt reporting adviser . Is it possible that I might be required to also 14. I am an state authority ? register with or submit a report to a securities securities Yes, you may be required to register with or submit a report to one or more state state securities authorities authorities , you . If you are required to register with one or more must complete all of Form ADV. See General Instruction 3. If you are required to submit a securities authorities , check the box(es) in Item 2.C. of Part 1A state report to one or more adviser investment next to the state(s) you would like to receive the report. Each of your representatives tration requirements. For additional information may also be subject to regis about the requirements that may apply to you, consult the investment adviser laws or the securities authority for the particular state in which you are “doing business.” See state General Instruction 1. adviser 15. reporting What do I do if I no longer meet the definition of “ ”? exempt Advisers Switching to SEC Registration • : and may be required to register exempt reporting adviser o You may no longer be an s as an investment adviser. For with the SEC if you wish to continue doing busines example, you may be relying on section 203(l) and wish to accept a client that is not a venture capital fund as defined in SEC rule 203(l) -1, or you may have been relying on Schedule D to your SEC rule 203(m) -1 and reported in Section 2.B. of annual updating private fund assets of $150 million or more. amendment that you have  If you are relying on section 203(l), unless you qualify for another exemption, you would violate the Advisers Act’s registration requirement if you a ccept a client that is not a venture capital fund as defined in SEC rule 203(l) -1 before the SEC approves your application for registration. You must submit your exempt reporting final report as an adviser and apply for SEC registration in the same filing.  If you were relying on SEC rule 203(m) -1 and you reported in Section 2.B. of Schedule D to your annual updating amendment that you have private fund assets of $150 million or more, you must register with the SEC unless you qualify for another exemption. If you have complied with all SEC reporting requirements applicable to an exempt reporting adviser as such, you have up to 90 days after filing your updating amendment to apply for SEC annual registration , and you may continue doing business as a private fund adviser during this time. You must submit your final report as an reporting exempt adviser and apply for SEC registration in the same filing. Unless you qualify for another exemption, you would viol ate the Advisers Act’s registration requirement if you accept a client that is not a private fund during this transition period before the SEC approves your application for registration, and you must comply with all SEC reporting requirements applicable to an s 90- day transition period. If you exempt reporting adviser as such during thi 9

10 have not complied with all SEC reporting requirements applicable to an reporting adviser as such, this 90 -day transition period is not available exempt available to you, and you do f the transition period is not to you. Therefore, i not qualify for another exemption, your application for registration must be approved by the SEC before you meet or exceed SEC rule 203(m) -1’s $150 million asset threshold. You will be deemed in compliance with the Form ADV filing and reporting o requirements until the SEC approves or denies your application. If your application is approved, you will be able to continue business as a registered adviser. requirements. If you regi with the SEC, you may be subject to state notice filing ster o state To determine these requirements, consult the investment adviser laws or the authority for the particular state in which you are “doing business.” See securities ion 1. General Instruct Note client that is not a : If you are relying on SEC rule 203(m) -1 and you accept a , you will lose the exemption provided by SEC rule 203(m) -1 immediately. private fund To avoid this result, you should apply for SEC registration in advance so tha t the SEC you accept a client that is not a private fund has approved your registration before . day transition period described above also applies to investment advisers with The 90- principal offices and their places of business outside of the United States with respect to e.g. their , the adviser would not be eligible for the clients who are United States persons ( person 90- that is a United States client and is not a day transition period if it accepted a private fund ). • Advisers Not Switching to SEC Registration : You may no longer be an exempt reporting o adviser but may not be required to register with the SEC or may be prohibited from doing so. For example, you may cease to do business as an investment adviser, become eligible for an exemption that does not require reporting, or be ineligible for SEC registration. In this case, you must submit a final report as an exempt reporting adviser to update only Item 1 of Part 1A of Form ADV. o You may be subject to state registration requirements. To determine these state requirements, consult the investment adviser laws or the authority for securities the particular state in which you are “doing business.” See General Instruction 1. 16. there filing fees? Are Yes. These fees go to support and maintain the IARD. The IARD filing fees are in addition to any registration or other fee that may be required by state law. You must pay an IARD filing fee for your ini tial application, your initial report, and each annual updating -annual amendment, a final report as an -than amendment . There is no filing fee for an other 10

11 exempt g adviser , or Form ADV-W. The IARD filing fee schedule is published at reportin h ttp and http://www.iard.com. ://www.sec.gov/iard; http://www.nasaa.org; If you are submitting a paper filing under a continuing hardship exemption (see Instruction fee. The amount of the additional fee depends on 17), you are required to pay an additional you or filing Form ADV whether Form ADV -W. (There is no additional fee for filings are orm ADV -W.) The hardship filing fee schedule is available by contacting FINRA made on F 848. at 240.386.4 What if I am not able to file electronically? 17. you are required to file electronically bu t cannot do so, you may be eligible for one of two If types of hardship exemptions from the electronic filing requirements. • A temporary hardship exemption is available if you file electronically, but you encounter unexpected difficulties that prevent you fro m making a timely filing with the IARD, such as a computer malfunction or electrical outage. This exemption does not permit you to file on paper; instead it extends the deadline for an electronic filing for -3(a) and 204- 4(e). seven business days. See SEC rules 203 A continuing hardship • may be granted if you are a small business and you exemption can demonstrate that filing electronically would impose an undue hardship. You are a small business, and may be eligible for a continuing hardship exemption, if you are required to answer Item 12 of Part 1A (because you have assets under management of less than $25 million) and you are able to respond “no” to each question in Item 12. See SEC rule 0 -7. I f you have been granted a continuing hardship exemption, you must complete and submit the paper version of Form ADV to FINRA. FINRA will enter your responses into the IARD. As discussed in General Instruction 16, FINRA will charge you a fee to reimburse it for the expense of data entry. I a m eligible to file on paper. How do I make a paper filing? 18. hen filing on paper, you must: W ype all of your responses. T • • Include your name (the same name you provide in response to Item 1.A. of Part 1A) and the date on every page. • If you are amending your Form ADV: o complete page 1 and circle the number of any item for which you are changing your response. o include your SEC 801-number (if you have one), or your 802-number (if you have one), and your CRD number (if you have one) on every page. o complete the amended item in full and circle the number of the item for which you are changing your response. 11

12 o to amend Schedule A or Schedule B, complete and submit Schedule C. Where you submit your paper filing depends on why you are eligible to file on paper: • If you are filing on paper because you have been granted a continuing hardship exemption, submit one manually signed Form ADV and one copy to: IARD Document Processing, FINRA, P.O. Box 9495, Gaithersburg, MD 20898- 9495. If you complete Form ADV on paper and submit it to FINRA but you do not have a continuing hardship exemption, the submission will be returned to you. • If you are filing on paper because a state in which you are registered or in which you are applying for registration allows you to submit paper instead of e lectronic filings, submit state securities one manually signed Form ADV and one copy to the appropriate authorities . 19. -NR? Who is required to file Form ADV non - resident general partner and managing Every of all SEC -registered advisers and agent exempt reporting advisers , whether or not the adviser is resident in the United States, must file Form ADV -NR in connection with the adviser’s initial application or report. A general managing who partner or agent of an SEC -registered adviser or exempt reporting adv iser becomes a non resident after the adviser’s initial application or report has been submitted - must file Form ADV -NR must be filed on paper (it cannot -NR within 30 days. Form ADV be filed electronically). Submit Form ADV -NR to the SEC at the follow ing address: Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549; Attn: OCIE Registrations Branch. Failure to file Form ADV -NR promptly may delay SEC consideration of your initial application. Federal Information Law and Requirements Sections 203 and 204 of the Advisers Act [15 U.S.C. §§ 80b- 3 and 80b- 4] authorize the SEC to collect the information required by Form ADV. The SEC collects the information for regulatory purposes, such as deciding whether to grant registration. Filing Form ADV is mandatory for advisers who are required to register with the SEC and for exempt reporting advisers . The SEC maintains the information submitted on this form and makes it publicly available. The SEC may return forms that do not include required information. Intentional misstatements or omissions constitute federal criminal violations under 18 U.S.C. § 1001 and 15 U.S.C. § 80b- 17. SEC’s Collection of Information 12

13 collection of An agency may not conduct or sponsor, and a person is not required to respond to, a information unless it displays a currently valid control number. The Advisers Act authorizes the SEC to collect the information on Form ADV from investment advisers. See 15 U.S.C. §§ 80b- 3 and 80b- 4. Filing the form is mandatory. m enables the SEC to register investment advisers and to obtain information from and The for about exempt reporting advisers . Every applicant for registration with the SEC as an adviser, 1 and 204- adviser and every exempt reporting 4. , must file the form. See 17 C.F.R. § § 275.203- By accepting a form, however, the SEC does not make a finding that it has been completed or submitted correctly. The form is filed annually by every adviser, no later than 90 days after the end of its fiscal year, to amend its registra tion or its report. It is also filed promptly during the year to reflect material changes. See 17 C.F.R. § 275.204- 1. The SEC maintains the informat ion on the form and makes it publicly available through the IARD. Anyone may send the SEC comments on the accuracy of the burden estimate on page 1 of the form, as well as suggestions for reducing the burden. The Office of Management and Budget has reviewed this collection of information under 44 U.S.C. § 3507. The information contained in the form is part of a system of records subject to the Privacy Act of 1974, as amended. The SEC has published in the Federal Register the Privacy Act System of Records Notice for these records. 13

14 FORM ADV (Paper Version) UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION • AND • REPORT BY EXEMPT REPORTING ADVISERS Form ADV: Instructions for Part 1A These instructions explain how to complete certain items in Part 1A of Form ADV. 1. Item 1: Identifying Information If you are a “separately Separately Identifiable Department or Division of a Bank. identifiable department or division” (SID) of a bank, answer Item 1.A. with the full legal name of your bank, and answer Item 1.B. with your own name (the name of the department or division) and all names under which you conduct your advisory business. In addition, your office and place of principal in Item 1.F. should be the principal office at which you business conduct your advisory business. In response to Item 1.I., the website addresses and social media information you list on Schedule D should be those that provide information about your own activities, rather than general information about your bank. Item 2: SEC Registration and SEC Report by Reporting Advisers Exempt 2. ying for registration with the SEC, you must indicate in Item 2.A. If you are registered or appl why you are eligible to register with the SEC by checking at least one of the boxes. a. Item 2.A.(1): Adviser with Regulatory Assets Under Management of $100 Million You may check box 1 only if your response to Item 5.F.(2)(c) is $100 million or More. or more, or you are filing an annual updating amendment with the SEC and your register with the SEC response to Item 5.F.(2)(c) is $90 million or more. While you may if your regulatory assets under management are at least $100 million but less than $110 million, you apply for registration with the SEC if your regulatory assets under must management are $110 million or more. If you are a SEC -registered adviser, you may remain registered with the SEC if your regulatory assets under management are $90 million or more. See SEC rule 203A -1(a). Part 1A Instruction 5.b. explains how to calculate your regulatory assets under management. If you are a state- reg istered adviser and you report on your annual updating amendment that your regulatory assets under management increased to $100 million or more, you register with the SEC. If your regulatory assets under management increased to may $110 million or more, you must apply for registration with the SEC within 90 days after you file that annual updating amendment . See SEC rule 203A -1(b)(1) and Form ADV General Instruction 11. Item 2.A.(2): Mid -Sized Adviser. You may check box 2 only if yo ur response to Item b. 5.F.(2)(c) is $25 million or more but less than $100 million, and you satisfy one of the 14

15 requirements below. Part 1A Instruction 5.b. explains how to calculate your regulatory assets under management. You must register with the SEC if you meet at least one of the following requirements: You are not required to be registered as an investment adviser with the state securities • of the state where you maintain your principal office and place authority business of pursuant to that state’s investment adviser laws. If you are exempt from registration with that state or are excluded from the definition of investment adviser in that state, you or must register with the SEC. You should consult the investment adviser laws state authority for the particular state in which you maintain your the securities principal and place of business to determine if you are required to register in office that state. See General Instruction 1. authority You are not subject to examination by the • of the state where state securities place you maintain your office and of business . To determine whether such principal state securities authority does not conduct such examinations, see: http://www.sec . .gov/divisions/investment/midsizeadviserinfo.htm See section 203A(a)(2) of the Advisers Act. c. Item 2.A.(5): Adviser to an Investment Company. You may check box 5 only if you currently provide advisory services under an investment advisory contract to an investment company registered under the Investment Company Act of 1940 and the investment company is operational (i.e., has assets and shareholders, other than just the organizing shareholders). See sections 203A(a)(1)(B) and 203A(a)(2)(A) of the Advisers Act. Advising investors about the merits of investing in mutual funds or recommending particular mutual funds does not make you eligible to check this box. d. Item 2.A.(6): Adviser to a Business Development Company. You may check box 6 only if your response to Item 5.F.(2)(c) is $25 million or more of regulatory assets under management, and you currently provide advisory services under an investment advisory cont ract to a company that has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940, that has not withdrawn the election, and that is operational (i.e., has assets and shareholders, other than just the organ izing shareholders). See section 203A(a)(2)(A) of the Advisers Act. Part 1A Instruction 5.b. explains how to calculate your regulatory assets under management. e. Item 2.A.(7): Pension Consultant. You may check box 7 only if you are eligible for the pension consultant exemption from the prohibition on SEC registration. • You are eligible for this exemption if you provided investment advice to employee benefit plans, governmental plans, or church plans with respect to assets having an aggregate value of $200 million or more during the 12- month period that ended within 90 days of filing this Form ADV. You are not eligible for this exemption if 15

16 you only advise plan participants on allocating their investments within their pension plans. See SEC rule 203 A-2(a). • To calculate the value of assets for purposes of this exemption, aggregate the assets of the plans for which you provided advisory services at the end of the 12- month period. If you provided advisory services to other plans during the 12- riod, but your month pe employment or contract terminated before the end of the 12- month period, you also may include the value of those assets. f. Item 2.A.(8): Related Adviser. You may check box 8 only if you are eligible for the - related adviser exemption from the prohibition on SEC registration. See SEC rule 203A , are controlled by, or are under control 2(b). You are eligible for this exemption if you common control with an investment adviser that is registered with the SEC, and you have principal o ffice and the same place of business as that other investment adviser. Note that you may not rely on the SEC registration of an Internet adviser under rule 203A -2(e) in establishing eligibility for this exemption. See SEC rule 203A -2(e)(1)(iii). If you check box 8, you also must complete Section 2.A.(8) of Schedule D. g. Item 2.A.(9): Adviser Expecting to be Eligible for Registration within 120 Days. You may check box 9 only if you are eligible for the exemption from the prohibition on SEC registration available to advisers expecting to be eligible for SEC registration within 120 days, such as a newly formed adviser. See SEC rule 203A -2(c). You are eligible for this exempti on if immediately before you file your application for registration with the SEC: you were not registered or required to be registered with the SEC or a state securities • ; and authority • you have a reasonable expectation that you will be eligible to register with the SEC within 120 days after the date that your registration with the SEC becomes effective. If you check box 9, you also must complete Section 2.A.(9) of Schedule D. You must f ile an amendment to Part 1A of your Form ADV that updates your response to Item 2.A. within 120 days after the SEC declares your registration effective. You may not check box 9 on your amendment; since this exemption is available only if you are not regis tered, you may not “re -rely” on this exemption. If you indicate on that amendment (by checking box 13) that you are not eligible to register with the SEC, you also must file a Form ADV -W to withdraw your SEC registration no later than 120 days after your registration was declared effective. You should contact the appropriate state securities authority to determine how long it may take to become state -registered sufficiently in advance of when you are required to file Form ADV -W to withdraw from SEC registration. 16

17 : If you expect to be eligible for SEC registration because of the amount of your Note regulatory assets under management, that amount must be $100 million or more no later than 120 days after your registration is declared effective. h. Item 2 .A.(10): Multi- You may check box 10 only if you are eligible for State Adviser. the multi- state adviser exemption from the prohibition on SEC registration. See SEC rule -2(d). You are eligible for this exemption if you are required to register as an 203A state securities authorities investment adviser with the of 15 or more states. If you check box 10, you must complete Section 2.A.(10) of Schedule D. You must complete Section 2.A.(10) of Schedule D in each annual amendment you submit. updating If you check box 10, you also must: • create and maintain a list of the states in which, but for this exemption, you would be required to register; • update this list each time you submit an annual updating amendment in which you continue to represent that you are eligible for this exemption; and maintain the list in an easily accessible place for a period of not less than five years • from each date on which you indicate that you are eligible for the exemption. If, at the time you file your annual updating amendment , you are required to register in less than 15 states and you are not otherwise eligible to register with the SEC, you must check box 13 in Item 2.A. You also must file a Form ADV -W to withdraw your SEC istration. See Part 1A Instruction 2.j. reg i. You may check box 11 only if you are eligible for the Item 2.A.(11): Internet Adviser. Internet adviser exemption from the prohibition on SEC registration. See SEC rule 203A -2(e). You are eligible for this exemption if: • you provide investment advice to your clients through an interactive website. An interactive website means a website in which computer software- based models or applications provide investment advice based on personal information each client submits through the website. Other forms of online or Internet investment advice do not qualify for this exemption; • exclusively through the you provide investment advice to all of your clients interactive website, except that you may provide inves tment advice to fewer than 15 through other means during the previous 12 months; and clients you maintain a record demonstrating that you provide investment advice to your • exclusively through an interactive website in accordance with these limits. clients j. Item 2.A.(13): Adviser No Longer Eligible to Remain Registered with the SEC. You must check box 13 if: • you are registered with the SEC; 17

18 to Form ADV in which you indicate in annual updating amendment • you are filing an hat you have regulatory assets under management of less response to Item 5.F.(2)(c) t than $90 million; and • you are not eligible to check any other box (other than box 13) in Item 2.A. (and are therefore no longer eligible to remain registered with the SEC). registration within 180 days after the end of your fiscal You must withdraw from SEC year by filing Form ADV -W. Until you file your Form ADV -W, you will remain subject to SEC regulation, and you also will be subject to regulation in the states in which you register. See SEC rule 203A -1(b)(2). k. Item 2.B.: Reporting by Exempt Reporting Advisers . You may check box 2.B.(1) only if you qualify for the exemption from SEC registration as an adviser solely to one or more venture capital funds. See SEC rule 203(l) -1. You may check box 2.B.(2) only if you qualify for the exemption from SEC registration because you act solely as an a dviser and have assets under management in the United States of less than $150 funds to private million. See SEC rule 203(m) -1. You may check both boxes to indicate that you qualify for both exemptions. You should check box 2.B.(3) if you act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2) because you have assets under management in the United States of $150 million or more. If you check box 2.B.(2) or (3), you also must complete Section 2.B. of Schedule D. 3. Item 3: Form of Organization If you are a “separately identifiable department or division” (SID) of a bank, answer Item 3.A. by checking “other.” In the space provided, specify that you are a “SID of” and indicate the form of organization of your bank. Answer Items 3.B. and 3.C. with information about your bank. 4. Item 4: Successions a. Succession of an SEC If you (1) have taken over the business of -Registered Adviser. an investment (2) have changed your structure or legal status (e.g., form of adviser or organization or state of incorporation), a new organization has been created, which has registration obligations under the Advisers Act. There are different ways to fulfill these obligations. You may rely on the registration provisions discusse d in the General Instructions, or you may be able to rely on special registration provisions for “successors” to SEC -registered advisers, which may ease the transition to the successor adviser’s registration. To determine if you may rely on these provisi ons, review “Registration of Successors to Broker -Dealers and Investment Advisers,” Investment Advisers Act Release No. 1357 (Dec. 28, 1992). If you have taken over an adviser, follow Part 1A Instruction 4.a.(1), Succession by Application. If you have changed your structure or legal status, follow Part 1A, Instruction 4.a.(2), Succession by Amendment. If either (1) you are a “separately identifiable department or division” (SID) of a bank that is currently 18

19 registered as an investment adviser, and you are taking over your bank’s advisory business; or (2) you are a SID currently registered as an investment adviser, and your bank is taking over your advisory business, then follow Part 1A Instruction 4.a.(1), Succession by Application. (1) Succession by Application. If you are not registered with the SEC as an adviser, and you are acquiring or assuming substantially all of the assets and liabilities of the advisory business of an SEC -registered adviser, file a new application for registration on Form AD V. You will receive new registration numbers. You must file the new application within 30 days after the succession. On the application, make sure you check “yes” to Item 4.A., enter the date of the succession in Item 4.B., and complete Section 4 of Schedule D. Until the SEC declares your new registration effective, you may rely on the registration of the adviser you are acquiring, but only if the adviser you are acquiring is no longer conducting advisory activities. Once your new registration is effective, a -W must be filed with the SEC to withdraw the registration of the acquired Form ADV adviser. (2) Succession by Amendment. If you are a new investment adviser formed solely as a result of a change in form of organization, a reorganization, or a change in the control composition of a partnership, and there has been no practical change in or management, you may amend the registration of the registered investment adviser to reflect these changes rather than file a new application. You will keep the same -W. On the amendment, registration numbers, and you should not file a Form ADV make sur e you check “yes” to Item 4.A., enter the date of the succession in Item 4.B., and complete Section 4 of Schedule D. You must submit the amendment within 30 days after the change or reorganization. b. Succession of a State -Registered Adviser. If you (1) have taken over the business of an investment adviser or (2) have changed your structure or legal status (e.g., form of organization or state of incorporation), a new organization has been created, which has registration obligations under state investment adviser laws. There may be different ways to fulfill these obligations. You should contact each state in which you are registered to determine that state’s requirements for successor registration. See Form ADV General Instruction 1. 5. Item 5: Information About Your Advisory Business a. Newly -Formed Advisers: Several questions in Item 5 that ask about your advisory business assume that you have been operating your advisory business for some time. Your response to these questions should reflect you r current advisory business (i.e., at the time you file your Form ADV), with the following exceptions: base your response to Item 5.E. on the types of compensation you expect to accept; • 19

20 • base your response to Item 5.G. and Item 5.J. on the types of advisory services you expect to provide during the next year; and • skip Item 5.H. b. Item 5.F.: Calculating Your Regulatory Assets Under Management. In determining the amount of your regulatory assets under management, include the securities portfolios for whi ch you provide continuous and regular supervisory or management services as of the date of filing this Form ADV. (1) Securities Portfolios. An account is a securities portfolio if at least 50% of the total value of the account consists of securities. Fo r purposes of this 50% test, you may treat cash and cash equivalents (i.e., bank deposits, certificates of deposit, bankers acceptances, and similar bank instruments) as securities. You must include securities portfolios that are: oprietary accounts; (a) your family or pr accounts for which you receive no compensation for your services; and (b) accounts of clients who are not United States persons . (c) fund For purposes of this definition, treat all of the assets of a private as a securities portfolio, regardless of the nature of such assets. For accounts of funds , private moreover, include in the securities portfolio any uncalled commitment pursuant to which a person is obligated to acquire an interest in, or make a capital contribution to, the private fund . Value of Portfolio. Include the entire value of each securities portfolio for which (2) you provide continuous and regular supervisory or management services. If you provide continuous and regular supervisory or manage ment services for only a portion of a securities portfolio, include as regulatory assets under management only that portion of the securities portfolio for which you provide such services. Exclude, for example, the portion of an account: (a) under management by another person ; or (b) that consists of real estate or businesses whose operations you “manage” on behalf of a client but not as an investment. Do not deduct any outstanding indebtedness or other accrued but unpaid liabilities. (3) Continuous and Regular Supervisory or Management Services. General Criteria. You provide continuous and regular supervisory or management services with respect to an account if: 20

21 you have authority over and provide ongoing supervisory or (a) discretionary management services with respect to the account; or you do not have discretionary (b) over the account, but you have ongoing authority responsibility to select or make recommendations, based upon the needs of the client , as to specific securities or oth er investments the account may purchase or sell and, if such recommendations are accepted by the client , you are responsible for arranging or effecting the purchase or sale. Factors. You should consider the following factors in evaluating whether you provide continuous and regular supervisory or management services to an account. Terms of the advisory contract. (a) If you agree in an advisory contract to provide ongoing management services, this suggests that you provide these services for the account. Other provisions in the contract, or your actual management practices, however, may suggest otherwise. (b) Form of compensation. If you are compensated based on the average value of the client’s assets you manage over a specified period of time, that suggests that you provide continuous and regular supervisory or management services for the account. If you receive compensation in a manner similar to either of the following, that suggests you do not provide continuous and regular supervisory or management services for the account -- (i) you are compensated based upon the time spent with a during a client client vis it; or (ii) you are paid a retainer based on a percentage of assets covered by a financial plan. Management practices. The extent to which you actively manage assets or (c) provide advice bears on whether the services you provide are continuous and regular supervisory or management services. The fact that you make infrequent trades (e.g., based on a “buy and hold” strategy) does not mean your services are not “continuous and regular.” Examples. provide continuous and regular supervisory or management You may services for an account if you: (a) have discretionary authority to allocate client assets among various mutual fun ds; (b) do not have discretionary authority , but provide the same allocation services, and satisfy the criteria set forth in Instruction 5.b.(3); 21

22 allocate assets among other managers (a “manager of managers”), but only if you (c) authority to hire and fire managers and reallocate assets have discretionary among them; or (d) you are a broker -dealer and treat the account as a brokerage account, but only if you have authority over the account. discretionary You do not provide continuous and regular supervi sory or management services for an account if you: (a) provide market timing recommendations (i.e., to buy or sell), but have no ongoing management responsibilities; advice impersonal investment provide only (e.g., market newsletters); (b) make an initial asset allocation, without continuous and regular monitoring and (c) reallocation; or (d) provide advice on an intermittent or periodic basis (such as upon client request, in response to a market event, or on a specific date (e.g., the account is r eviewed and adjusted quarterly)). Determine your regulatory assets (4) Value of Regulatory Assets Under Management. under management based on the current market value of the assets as determined within 90 days prior to the date of filing this Form ADV. Determine market value using the same method you used to report account values to or to calculate clients fees for investment advisory services. In the case of a private fund , determine the current market value (or fair value) of the fund’s assets and the contractual amount of any uncalled commitment private person pursuant to which a is obligated to acquire an interest in, or make a capital private fund. contribution to, the (5) Example. This is an example of the method of determining whether an account of a client other than a private fund may be included as regulatory assets under management. The client’s portfolio consists of the following: $6,000,000 stocks and bonds $1,000,000 cash and cash equivalents $3,000,000 non- securities (collectibles, commodities, real estate, etc.) $10,000,000 Total Assets First, is the account a securities portfolio? The account is a securities portfolio because securities as well as cash and cash equivalents (which you have chosen to 22

23 include as securities) ($6,000,000 + $1,000,000 = $7,000,000) comprise at least 50% of the value of the account (here, 70%). (See Instruction 5.b.(1)). Second, does the account receive continuous and regular supervisory or management services? The entire account is managed on a basis and discretionary is provided ongoing supervisory and management services, and therefore receives continuous and regular supervisory or management services. (See Instruction 5.b.(3)). Third, what is the entire value of the account? The entire value of the account ($10,000,000) is included in the calculation of the adviser’s total regulatory assets under management. 6. Item 7: Financial Industry Affiliations and Private Fund Reporting Item 7.A. and Section 7.A. of Schedule D ask questions about you and your related persons’ financial industry affiliations. If you are filing an registration , you should not check umbrella Item 7.A.(2) with respect to your relying advisers , and you do not have to complete Section 7.A. in Schedule D for your relying advisers . You should complete Schedule R with respect to your relying advisers . Item 7.B. and Section 7.B. of Schedule D ask questions about the private funds that you advise. You are required to complete a Section 7.B.(1) of Schedule D for each private fund that you advise, except in certain circumstances described under Item 7.B. and below. is outside the United States, for purposes of a. If your principal office and place of business Item 7 and Section 7.B. of Schedule D you may disregard any private fund that, during United your last fiscal year, was not a States person , was not offered in the United States, and was not beneficially owned by any United States person . , you must acquire an When filing Section 7.B.(1) of Schedule D for a private fund b. identification number for the fund by logging onto the IARD website and using the private fund identification number generator. You must continue to use the same identificat ion number whenever you amend Section 7.B.(1) for that fund. If you file a private Section 7.B.(1) for a for which an identification number has already been fund acquired by another adviser, you must not acquire a new identification number, but must inste ad utilize the existing number. If you choose to complete a single Section 7.B.(1) for -feeder arrangement under Instruction 6.d. below, you must acquire an a master identification number also for each feeder fund. c. If any fund has issued two or more series (or classes) of equity interests whose private values are determined with respect to separate portfolios of securities and other assets, then each such series (or class) should be regarded as a separate fund . In Section private 7.B.(1) and 7.B.(2) of Schedule D, next to the name of the private fund , list the name and identification number of the specific series (or class) for which you are filing the sections. This only applies with respect to series (or classes) that you manage as if they were ate funds and not a fund’s side pockets or similar arrangements. separ 23

24 d. In the case of a master -feeder arrangement (see questions 6 -7 of Section 7.B.(1) of Schedule D), instead of completing a Section 7.B.(1) for each of the master fund and each feeder fund, you may complete a single Section 7.B.(1) for the master -feeder arrangement under the name of the master fund if the answers to questions 8, 10, 21 and 23 through 28 are the same for all of the feeder funds (or, in the case of questions 24 and 25, if the f eeder funds do not use a prime broker or custodian). If you choose to complete a single Section 7.B.(1), you should disregard the feeder funds, except for the following: (1) Question 11: State the gross assets for the master -feeder arrangement as a whole. List the lowest minimum investment commitment applicable to any of (2) Question 12 : the master fund and the feeder funds. Questions 13 -16: Answer by aggregating all investors in the master (3) -feeder arrangement (but do not count the feeder funds themselves as investors). Questions 19 (4) -20: For purposes of these questions, the private fund means any of the master fund or the feeder funds. In answering the questions, moreover, di sregard the feeder funds’ investment in the master fund. List all of the Form D SEC file numbers of any of the master fund and (5) Question 22: feeder funds. e. Additional Instructions: Question 9: Investment in Registered Investment Com panies: For purposes of (1) end management investment company regulated as this question, disregard any open- a money market fund under rule 2a -7 under the Investment Company Act if the fund invests in such a company in reliance on rule 12d1- 1 under the same Act. private (2) Question 10: Type of Private Fund : For purposes of this question, the following definitions apply: “Hedge fund” means any private fund (other than a securitized asset fund): (a) with respect to which one or more investment advisers (or related persons of investment advisers) may be paid a performance fee or allocation calculated by taking into account unrealized gains (other than a fee or allocation the calculation of which may take into account unrealized gains solely for the purpose of reducing such fee or allocation to reflect net unrealized losses); (b) that may borrow an amount in excess of one -half of its net asset value (including any committed capital) or may have gross notional exposure in cluding any committed capital); or excess of twice its net asset value (in 24

25 that may sell securities or other assets short or enter into similar transactions (c) (other than for the purpose of hedging currency exposure or managing duration). A commodity pool is categorized as a hedge fund solel y for purposes of this question. For purposes of this definition, do not net long and short positions. Include any person that are guaranteed by the private borrowings or notional exposure of another fund or that the fund may otherwise be obligat ed to satisfy. private “Liquidity fund” means any private fund that seeks to generate income by investing in a portfolio of short -term obligations in order to maintain a stable net asset value per unit or minimize principal volatility for investors. “Private equity fund” means any private fund that is not a hedge fund, liquidity fund, real estate fund, securitized asset fund, or venture capital fund and does not provide investors with redemption rights in the ordinary course. “Real estate fund ” means any priv ate fund that is not a hedge fund, that does not provide investors with redemption rights in the ordinary course, and that invests primarily in real estate and real estate related assets. “Securitized asset fund whose primary purpose is to private fund ” means any -holders. issue asset backed securities and whose investors are primarily debt fund meeting the definition of venture private “Venture capital fund” means any capital fund in rule 203(l) -1 under the Advisers Act. private ivate ” means any pr “Other fund that is not a hedge fund, liquidity fund fund, private equity fund, real estate fund, securitized asset fund, or venture capital fund. (3) Question 11: Gross Assets. Report the assets of the private fund that you would include in calculating your regulatory assets under management according to Instruction 5.b. above. For purposes of these questions, -20: Other clients’ investments: (4) Questions 19 nd. (See questions 6- 7 for disregard any feeder fund’s investment in its master fu the definition of “master fund” and “feeder fund”). 7. Item 10: Control Persons If you are a “separately identifiable department or division” (SID) of a bank, identify on Schedule A your bank’s executive officers who are dire ctly engaged in managing, directing, or supervising your investment advisory activities, and list any other persons designated by your bank’s board of directors as responsible for the day -to-day conduct of your investment advisory performing investment advisory activities. activities, including sup ervising employees 25

26 Additional Information 8. If you believe your response to an item in Form ADV Part 1A requires further explanation, or if you wish to provide additional information, you may do so on Schedule D, in the Miscellaneous section. Completion of this section is optional. 26

27 GLOSSARY OF TERMS Your advisory affiliates are (1) all of your officers, partners, or directors 1. Advisory Affiliate: (or any performing similar functions); (2) all persons directly or indirectly person controlling or controlled by you; and (3) all of your current employees (other than employees performing only clerical, administrative, support or similar functions). If you are a “separately identifiable department or division” (SID) of a bank, your advisory affiliates are: (1) all of your bank’s wh o perform your investment advisory employees employees designated by your persons activities (other than clerical or administrative ); (2) all bank’s board of directors as responsible for the day -to-day conduct of your investment advisory activities (including superv ising the employees who perform investment advisory activities); (3) all persons who directly or indirectly control your bank, and all persons whom you control in connection with your investment advisory activities; and (4) all other persons who directly m anage any of your investment advisory activities (including directing, supervising or performing your advisory activities), all persons who directly or indirectly in connection with control control those management functions, and all persons whom you those management functions. [Used in: Part 1A, Items 7, 11, DRPs; Part 1B, Item 2] 2. Within 90 days after your firm’s fiscal year end, your firm Annual Updating Amendment: must file an “annual updating amendment,” which is an amendment to your firm’s Form ADV that reaffirms the eligibility information contained in Item 2 of Part 1A and updates the responses to any [Used in: other item for which the information is no longer accurate. General Instructions; Part 1A, Instructions, Introductory Text, Item 2; Part 2A, Instructions, Appendix 1 Instructions; Part 2B, Instructions] 3. Borrowings include secur ed borrowings and unsecured borrowings, Borrowings: collectively. Secured borrowings are obligations for borrowed money in respect of which the borrower has posted collateral or other credit support and should include any reverse repos (i.e., any sale of securities coupled with an agreement to repurchase the same (or similar) securities at a later date at an agreed price). Unsecured borrowings are obligations for borrowed money in respect of which the borrower has not posted collateral or other credit support. [Used in: Part 1A, Instructions, Item 5, Schedule D] clients 4. Brochure: A written disclosure statement that you must provide to and prospective clients . See SEC rule 204- [Used in: General Instructions; Used 3; Form ADV, Part 2A. throughout Part 2] Brochure Supplement : A written disclosure statement containing information about certain 5. of your supervised persons that your firm is required by Part 2B of Form ADV to provide to clients clients . See SEC rule 204 -3; Form ADV, Part 2B. [U sed in: and prospective General Instructions; Used throughout Part 2] 6. Charged : Being accused of a crime in a formal complaint, information, or indictment (or equivalent formal charge). [Used in: Part 1A, Item 11; DRPs] 27

28 Client: Any of your firm’s investment advisory clients. This term includes clients from 7. which your firm receives no compensation, such as family members of your supervised persons m does . If your firm also provides other services (e.g., accounting services), this ter not include clients that are not investment advisory clients. [Used throughout Form ADV -W] and Form ADV Commodity Derivative : 8. Exposures to commodities that you do not hold physically, whether held synthetically or through derivatives (whether cash or physically settled). [Used in: Part 1A, Schedule D] 9. Control The power, directly or indirectly, to direct the management or policies of a person , : whether through ownership of securities, by contract, or otherwise. • Each of your firm’s officers, partners, or directors exercising executive responsibility (or persons having similar status or functions) is presumed to control your firm. person A person is presumed to control a corporation if the • : (i) directly or indirectly has the right to vote 25 percent or more of a class of the corporation’s voting securities; or (ii) has the power to sell or direct the sale of 25 percent or more of a class of the corporation’s voting securities. has the right to receive upon person • A person is presumed to control a partnership if the dissolution, or has contributed, 25 percent or more of the capital of the partnership. A person person : (i) • is presumed to control a limited liability company (“LLC”) if the directly or indirectly has the right to vote 25 percent or more of a class of the interests of the LLC; (ii) has the right to receive upon dissolution, or has contributed, 25 percent or more of the capital of the LLC; or (iii) is an elected manager of the LLC. • A person is presumed to control a trust if the person managing agent of is a trustee or the trust. [Used in: General I nstructions; Part 1A, Instructions, Items 2, 7, 10, 11, 12, Schedules A, B, C, D, R; DRPs] 10. Single name credit default swap, including loan credit default swap, Credit Derivative: credit default swap referencing a standardized basket of credit entities, including credit default swap indices and indices referencing leveraged loans, and credit default swap referencing bespoke basket or tranche of collateralized debt obligations and collateralized loan obligations (including cash flow and synthetic) other than mortgage backed securities. [Used in: Part 1A, Schedule D] 11. Holding, directly or indirectly, client funds or securities, or having any authority Custody: to obtain possession of them. You have custody if a related person holds, directly or indirectly, client funds or securities, or has any authority to obtain possession of them, in . Custody includes: connection with advisory services you provide to clients 28

29 • Possession of client funds or securities (but not of checks drawn by clients and made payable to third parties) unless you receive them inadvertently and you return them to the sender promptly, but in any case within three business days of receiving them; • Any arrangement (including a general power of attorney) under which you are authorized or permitted to withdraw client funds or securities maintained with a custodian upon your instruction to the custodian; and • Any capacity (such as general partner of a limited partnership, managing member of a limited liability company or a comparable position for another type of pooled investment vehicle, or trustee of a trust) that gives you or your person legal ownership of supervised client funds or securities. or access to [Used in: Part 1A, Item 9; Part 1B, Instructions, Item 2; Part 2A, Items 15, 18] Discretionary Authority or Discretionary Basis: Your firm has discretionary authority or 12. manages assets on a discretionary basis if it has the authority to decide which securities to purchase and sell for the client . Your firm also has discretionary authority if it has the authority to decide which investment advisers to retain on behalf of the client . [Used in: s 4, 16, 18; Part 2B, Part 1A, Instructions, Item 8; Part 1B, Instructions; Part 2A, Item Instructions] 13. Employee: This term includes an independent contractor who performs advisory functions on your behalf. [Used in: Part 1A, Instructions, Items 1, 5, 11; Part 2B, Instructions] Enjoined: This term includes being subject to a mandatory injunction, prohibitory 14. order . [Used in: Part 1A, Item injunction, preliminary injunction, or a temporary restraining 11; DRPs] 15. Equity Derivative: Includes both listed equity derivative and derivati ve exposure to unlisted securities. Listed equity derivative includes all synthetic or derivative exposure to equities, including preferred equities, listed on a regulated exchange. Listed equity derivative also includes a single stock future, equity index future, dividend swap, total return swap (contract for difference), warrant and right. Derivative exposure to unlisted equities includes all synthetic or derivative exposure to equities, including preferred equities, that are not listed on a regulated exchange. Derivative exposure to unlisted securities also includes a single stock future, equity index future, dividend swap, total return swap (contract for difference), warrant and right. [Used in: Part 1A, Schedule D] 16. Exempt Reporting Adviser: An investment adviser that qualifies for the exemption from registration under section 203(l) of the Advisers Act because it is an adviser solely to one or more venture capital funds, or under rule 203(m) -1 of the Advisers Act because it is an adviser sole ly to private funds and has assets under management in the United States of less than $150 million. [Used in: Throughout Part 1A; General Instructions; Form ADV -H; -NR] Form ADV 29

30 17. For jurisdictions that do not differentiate between a felony and a misdemeanor , a Felony: felony is an offense punishable by a sentence of at least one year imprisonment and/or a fine of at least $1,000. The term also includes a general court martial. [Used in: Part 1A, Item 11; DRPs; Part 2A, Item 9; Part 2B, Item 3] 18. Filing Adviser: An investment adviser eligible to register with the SEC that files (and amends) a single umbrella registration on behalf of itself and each of its relying advisers . [Used in: General Instructions; Part 1A, Items 1, 2, 3, 10 and 11; Sche dule R] 19. FINRA CRD or CRD: The Web Central Registration Depository (“CRD”) system operated by FINRA for the registration of broker -dealers and broker -dealer representatives. [Used in: General Instructions; Part 1A, Item 1, Schedules A, B, C, D, R, D RPs; Form ADV- W, Item 1] 20. Foreign Exchange Derivative: Any derivative whose underlying asset is a currency other than U.S. dollars or is an exchange rate. Cross -currency interest rate swaps should be [Used . included in foreign exchange derivatives and excluded from interest rate derivatives in: Part 1A, Schedule D] 21. Foreign Financial Regulatory Authority: This term includes (1) a foreign securities - self authority; (2) another governmental body or foreign equivalent of a regulatory organization empowered by a foreign government to administer or enforce its laws relating investment to the regulation of related activities; and (3) a foreign membership organization, - a function of which is to regulate the participation of its members in the activities listed above. [Used in: Part 1A, Items 1, 11, DRPs; Part 2A, Item 9; Part 2B, Item 3] 22. Found: This term includes adverse final actions, including consent decrees in which the respondent has neither admitted nor denied the findings, but does not i nclude agreements, deficiency letters, examination reports, memoranda of understanding, letters of caution, admonishments, and similar informal resolutions of matters. [Used in: Part 1A, Item 11; Part 1B, Item 2; Part 2A, Item 9; Part 2B, Item 3] 23. vernment Entity: Any state or political subdivision of a state, including (i) any agency, Go authority, or instrumentality of the state or political subdivision; (ii) a plan or pool of assets controlled by the state or political subdivision or any agency, authority, or instrumentality thereof; and (iii) any officer, agent, or employee of the state or political subdivision or any agency, authority, or instrumentality thereof, acting in their official capacity. [Used in: Part 1A, Item 5] 24. Gross Notional Value: The gross nominal or notional value of all transactions that have been entered into but not yet settled as of the reporting date. For contracts with variable nominal or notional principal amounts, the basis for reporting is the nominal or notional principal amounts as of the reporting date. For options, use delta adjusted notional value. [Used in: Part 1A, Schedule D] 30

31 High Net Worth Individual: An individual who is a client or who is a “qualified 25. qualified [Used purchaser” as defined in sectio n 2(a)(51)(A) of the Investment Company Act of 1940. in: Part 1A, Item 5] Home State: If your firm is registered with a state securities authority 26. , your firm’s “home state” is the state where it maintains its iness . [Used in: principal office and place of bus Part 1B, Instructions] 27. Investment advisory services that do not purport to meet Impersonal Investment Advice: the objectives or needs of specific individuals or accounts. [Used in: Part 1A, Instructions; Part 2A, Instructions; Part 2B, Instructions] 28. Independent Public Accountant: A public accountant that meets the standards of independence described in rule 2- 01(b) and (c) of Regulation S 01(b) and -X (17 CFR 210.2- [Used in: Part 1A, Item 9; Schedule D ] (c)). 29. Interest Rate Derivative: Any derivative whose underlying asset is the obligation to pay or the right to receive a given amount of money accruing interest at a given rate. Cross - currency interest rate swaps should be included in foreign exchange derivatives and excluded from interest rate derivatives. This information must be presented in terms of 10- [Used in: Part 1A, Schedule D] year bond equivalents. 30. Investment Adviser Representative: e supervised persons ( except thos Any of your firm’s ) is an investment adviser representative, if -- that provide only impersonal investment advice • the supervised person regularly solicits, meets with, or otherwise communicates with your firm’s clients , • the supervised person has more than five clients who are natural persons and not high net worth individuals , and are natural persons and not • more than ten percent of the supervised person’s clients high net individuals . worth NOTE: If your firm is registered with the securities authorities and not the SEC, state your firm may be subject to a different state definition of “investment adviser -registered advisers may be representative.” Investment adviser representatives of SEC required to register in each state in which they have a place of bus iness. [Used in: General Instructions; Part 1A, Item 5; Part 2B, Item 1] 31. Investment -Related: Activities that pertain to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with a n investment adviser, broker -dealer, municipal securities dealer, government securities broker or dealer, [Used in: Part issuer, investment company, futures sponsor, bank, or savings association). 31

32 1A, Items 7, 11, Schedule D, DRPs; Part 1B, Item 2; Part 2A, Items 9 and 19; Part 2B, Items 3, 4 and 7] Involved: 32. Engaging in any act or omission, aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act. [Used in: Part 1A, Item 11; Part 2A, Items 9 and 10; Part 2B, Items 3 and 7] A “legal entity identifier” assigned by a utility endorsed by the 33. Legal Entity Identifier: Global LEI Regulatory Oversight Committee (ROC) or accredited by the Global LEI [Used in: s D and R] Part 1A, Item 1, Schedule Foundation (GLEIF). Management Persons: Anyone with the power to exercise, directly or indirectly, a 34. controlling influence over your firm’s management or policies, or to determine the general investment advice given to the ts of your firm. clien Generally, all of the following are management persons: • Your firm’s principal executive officers, such as your chief executive officer, chief financial officer, chief operations officer, chief legal officer, and chief compliance your directors, general partners, or trustees; and other individuals with similar officer; status or performing similar functions; • The members of your firm’s investment committee or group that determines general clients ; and investment advice to be given to our firm does not have an investment committee or group, the individuals who If y • determine general investment advice provided to (if there are more than five clients people, you may limit your firm’s response to their supervisors). [Used in: Part 1B, Item 2; Part 2A, Items 9, 10 and 19] Managing Agent: A managing agent of an investment adviser is any person , including a 35. trustee, who directs or manages (or who participates in directing or managing) the affairs of any unincorporated organization or association that is not a partnership. [Used in: General Instructions; Form ADV -NR; Form ADV -W, Item 8] Mi nor Rule Violation: 36. A violation of a self - regulatory organization rule that has been designated as “minor” pursuant to a plan approved by the SEC. A rule violation may be designated as “minor” under a plan if the sanction imposed consists of a fine of $2,500 or less, and if the sanctioned person does not contest the fine. (Check with the appropriate self - regulatory organization to determine if a particular rule violation has been designated as “minor” for these purposes.) [Used in: Part 1A, Item 11] felony 37. Misdemeanor: For jurisdictions that do not differentiate between a and a misdemeanor, a misdemeanor is an offense punishable by a sentence of less than one year 32

33 imprisonment and/or a fine of less than $1,000. The term also includes a special c ourt martial. [Used in: Part 1A, Item 11; DRPs; Part 2A, Item 9; Part 2B, Item 3] 38. Non -Resident: (a) an individual who resides in any place not subject to the jurisdiction of cipal office the United States; (b) a corporation incorporated in or that has its place prin and business in any place not subject to the jurisdiction of the United States; and (c) a of partnership or other unincorporated organization or association that is formed in or has its office and place of business principal not subject to the jurisdiction of the in any place United States. -NR] [Used in: General Instructions; Form ADV -registered advisers may have to provide state securities SEC authorities with 39. Notice Filing: copies of documents that are filed with the SEC. These filings are referred to as “notice [Used in: General Instructions; Part 1A, Item 2; Execution Page(s); Form ADV - filings.” W] 40. A written directive issued pursuant to statutory autho rity and procedures, including Order: an order of denial, exemption, suspension, or revocation. Unless included in an order, this term does not include special stipulations, undertakings, or agreements relating to payments, [Used in: Part 1A, Items 2 and 11, Schedules D limitations on activity or other restrictions. and R ; DRPs; Part 2A, Item 9; Part 2B, Item 3] derivative Other D 41. , erivative: Any derivative that is not a commodity derivative , credit [Used in: Part equity derivative , foreign exchange derivative or interest rate derivative . 1A, Schedule D] 42. Parallel Managed Account: With respect to any registered investment company or series thereof or business development company, a parallel managed account is any managed account or other pool of assets that you advise and that pursues substantially the same investment objective and strategy and invests side by side in substantially the same positions as the identified investment company or series thereof or business development company that you advise. [Used in: Part 1A, Schedule D] Performance- 43. Based Fee: An investment advisory fee based on a share of capital gains on, or capital appreciation of, client assets. A fee that is based upon a percentage of assets that formance [Used in: Part 1A, Item 5; Part 2A, Items 6 and you manage is not a per -based fee. 19] 44. Person: A natural person (an individual) or a company. A company includes any partnership, corporation, trust, limited liability company (“LLC”), limited liability partnership (“LLP”), sole proprietorship, or other organization. [Used throughout Form ADV and Form ADV- W] 45. Principal Office and Place of Business: Your firm’s executive office from which your firm’s officers, partners, or managers direct, control , and coordinate the activities of your firm. [Used in: Part 1A, Instructions, Items 1 and 2; Schedules D and R; Form ADV -W, Item 1] 33

34 46. Private Fund: An issuer that would be an investment company as defined in section 3 of the [Used in: Investment Company Act of 1940 but for section 3(c)(1) or 3(c)(7) of that Act. General Instructions; Part 1A, Ins Schedule D] tructions, Items 2, 5, 7, and 9; Part 1A, 47. This term includes a formal administrative or civil action initiated by a Proceeding: governmental agency, self -regulatory organization or foreign financial regulatory authority ; a felony criminal indictment or information (or equivalent formal charge); or a misdeme anor criminal information (or equivalent formal charge). This term does not include other civil litigation, investigations, or arrests or similar charges effected in the [Used absence of a formal criminal indictment or information (or equivalent formal charge). in: Part 1A, Item 11, DRPs; Part 1B, Item 2; Part 2A, Item 9; Part 2B, Item 3] 48. Qualified Client: A client that satisfies the definition of qualified client in SEC rule 205 -3. [Used in: General Instructions; Part 1A, Schedule D] 49. R elated Person: with advisory affiliate and any person that is under common control Any -W, Item 3; Part 2A, Schedule D; Form ADV your firm. [Used in: Part 1A, Items 7, 8 and 9; Items 10, 11, 12 and 14; Part 2A, Appendix 1, Item 6] 50. Relying Adviser: An investment adviser eligible to register with the SEC that relies on a umbrella registration on its behalf. to file (and amend) a single filing adviser [Used in: General Instructions; Part 1A, Items 1, 7 and 11; Schedules D and R] Self 51. or SRO: Any national securities or commodities exchange, -Regulatory Organization registered securities association, or registered clearing agency. For example, the Chicago Board of Trade (“CBOT”), FINRA and New York Stock Exchange (“NYSE”) are self - regulatory organizations. [Used in: Part 1A, Item 11; DRPs; Part 1B, Item 2; Part 2A, Items 9 and 19; Part 2B, Items 3 and 7] 52. Sovereign Bonds: Any notes, bonds and debentures issued by a national government (including central government, other governments and central banks but excluding U.S. state and local governments), whether denominated in a local or foreign currency. [Used in: Part 1A, Schedule D] Sponsor: A sponsor of a wrap fee program sponsors, organizes, or administers the program 53. or selects, or provides advice to clients regarding the selection of, other investment advisers in the program. [Used in: Part 1A, Item 5, Schedule D; Part 2A, Instructions, Appendix 1 Instructions] 54. State Securities Authority: The securities commissioner or commission (or any agency, office or officer performing like functions) of any state of the United States, the District of Columbia, Puert o Rico, the Virgin Islands, or any other possession of the United States. [Used throughout Form ADV] 34

35 Supervised Person: persons occupying a 55. Any of your officers, partners, directors (or other employees similar status or performing similar functions), or person who , or any other provides investment advice on your behalf and is subject to your supervision or control . [Used throughout Part 2] Umbrella Registration: A single registration by a filing adviser and one or more relying 56. advisers wh o collectively conduct a single advisory business and that meet the conditions set forth in General Instruction 5. [Used in: General Instructions; Part 1A, Items 1, 2, 3, 7, 10 and 11, Schedules D and R] This term has the same meaning as in rule 203(m) -1 under the 57. United States p erson: Advisers Act, which includes any natural person that is resident in the United States. [Used in: Part 1A, Instructions, Item 5 ; Schedule D] 58. Wrap Brochure or Wrap Fee Program Brochure: The written disclosure statement that sponsors of wrap fee programs must provide to each of their wrap fee program clients . [Used in: Part 2, General Instructions; Used throughout Part 2A, Appendix 1] Any advisory program under which a specified fee or fees not based Wrap Fee Program: 59. directly upon transactions in a client’s account is charged for investment advisory services (which may include portfolio management or advice concerning the selection of other investment advisers) and the execution of client transactions. [ Used in: Part 1, Item 5; Schedule D; Part 2A, Instructions, Item 4, used throughout Appendix 1; Part 2B, Instructions] 35

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