Registered Investment Advisor

Under the Uniform Securities Act, an “investment adviser” is any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities or who, for the compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities. The definition of “investment adviser” under the Securities Act does not include, among other things, a person who has no place of business in the state and (i) whose only clients in the state are other investment advertisers, broker-dealers, banks, savings institutions, trust companies, insurance companies, investment companies, investment companies registered under the Company Act, pension or profit-sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or as trustees, or (ii)who during any period of 12 consecutive months does not direct business communications into the state in any manner to more than five non-institutional clients, whether or not the adviser or any of the persons to whom communications are directed are then present in the state.

Form ADV Delivery Requirements
Under Advisers Act Rule 204-2(a)(14), a registered adviser must (i) keep a copy of each written disclosure statement delivered to an advisory client or prospective advisory client pursuant to Advisers Act Rule 204-3, and (ii) keep a record of the dates that each written disclosure statement was given, or offered to be given, to each advisory client or prospective advisory client.

Under Advisers Act Rule 204-2(a)(15), a registered adviser must keep a copy of (i) all written disclosure statements delivered by solicitors to advisory clients pursuant to Advisers Act Rule 206(4)-3, and (ii) all written acknowledgments received by the adviser form advisory clients pursuant to Advisers Act Rule 206(4)-3.