To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through
2.A.(12), below. If you are submitting an annual updating amendment to your SEC registration and you
are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides
information to help you determine whether you may affirmatively respond to each of these items.
:
You (the adviser)
SEC Reporting by Exempt Reporting Advisors
State Securities Authority Notice Filings and State Reporting by Exempt Reporing Advisors
Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy
of the Form ADV and any amendments they file with the SEC. These are called notice filings. In addition,
exempt reporting advisers may be required to provide state securities authorities with a copy of reports and
any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to
the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to
the SEC. If this is an amendment to direct your notice filings or reports to additional state(s), check the
box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports
you submit to the SEC. If this is an amendment to your registration to stop your notice filings or reports
from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).
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Item 3 Form of Organization
Limited Liability Company
In what month does your fiscal year end each year?
Under the laws of what state or country are you organized?
Item 5 Information About Your Advisory Business
Approximately how many employees do you have? Include full- and part-time employees but do not
include any clerical workers.
Approximately how many of the employees reported in 5.A. perform investment advisory functions
(including research)?
Approximately how many of the employees reported in 5.A. are registered representatives of a brokerdealer?
Approximately how many of the employees reported in 5.A. are registered with one or more state
securities authorities as investment adviser representatives?
Approximately how many of the employees reported in 5.A. are registered with one or more state
securities authorities as investment adviser representatives for an investment adviser other than you?
Approximately how many of the employees reported in 5.A. are licensed agents of an insurance
company or agency?
Approximately how many firms or other persons solicit advisory clients on your behalf?
Clients
To approximately how many clients did you provide investment advisory services during your most
recently completed fiscal year?
Approximately what percentage of your clients are non-United States persons?
What types of clients do you have? Indicate the approximate percentage that each type of client
comprises of your total number of clients. If a client fits into more than one category, check all
that apply.
Individuals (other than
high net worth individuals)
High net worth individuals
Banking or thrift institutions
Business development companies
Pooled investment vehicles (other than
investment companies)
Pension and profit sharing plans
(but not the plan participants)
Corporations or other businesses
not listed above
State or municipal government entities
Other investment advisers
Indicate the approximate amount of your regulatory assets under management (reported in Item 5.F.
below) attributable to each of the following type of client. If a client fits into more than one category,
check all that apply
Individuals (other than
high net worth individuals)
High net worth individuals
Banking or thrift institutions
Business development companies
Pooled investment vehicles (other than
investment companies)
Pension and profit sharing plans
(but not the plan participants)
Corporations or other businesses
not listed above
State or municipal government entities
Other investment advisers
Compensation Arrangements
You are compensated for your investment advisory services by (check all that apply):
Regulatory Assets Under Management
Do you provide continuous and regular supervisory or management services to securities
portfolios?
If yes, what is the amount of your regulatory assets under management? Discretionary
If yes, what is the amount of your regulatory assets under management? Non-Discretionary
If yes, what is the amount of your regulatory assets under management? Total
If yes, what is the total number of accounts? Discretionary
If yes, what is the total number of accounts? Non-Discretionary
If yes, what is the total number of accounts? Total
Advisory Activities
What type(s) of advisory services do you provide? Check all that apply.
If you provide financial planning services, to how many clients did you provide these services during your
last fiscal year?
If more than 500, how many?
If you participate in a wrap fee program, do you (check all that apply):
In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only
with respect to limited types of investments?
Item 6 Other Business Activities
You are actively engaged in business as a (check all that apply):
Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment
advice)?
If yes, is this other business your primary business?
Do you sell products or provide services other than investment advice to your advisory clients?
Item 7 Financial Industry Affiliations and Private Fund Reporting
This part of Item 7 requires you to provide information about you and your related persons, including
foreign affiliates. Your related persons are all of your advisory affiliates and any person that is under
common control with you.
You have a related person that is a (check all that apply):
Are you an adviser to any private fund?
Item 8 Participation or Interest in Client Transactions
Do you or any related person: buy securities for yourself from advisory clients, or sell securities you own to
advisory clients (principal transactions)?
Do you or any related person: buy or sell for yourself securities (other than shares of mutual funds) that you
also recommend to advisory clients?
Do you or any related person: recommend securities (or other investment products) to advisory clients in
which you or any related person has some other proprietary (ownership)
interest (other than those mentioned in Items 8.A.(1) or (2))?
Do you or any related person: as a broker-dealer or registered representative of a broker-dealer, execute
securities trades for brokerage customers in which advisory client securities
are sold to or bought from the brokerage customer (agency cross transactions)?
Do you or any related person: recommend purchase of securities to advisory clients for which you or any related
person serves as underwriter, general or managing partner, or purchaser representative?
recommend purchase or sale of securities to advisory clients for which you or any
related person has any other sales interest (other than the receipt of sales
commissions as a broker or registered representative of a broker-dealer)?
Do you or any related person have discretionary authority to determine the:
securities to be bought or sold for a client’s account?
amount of securities to be bought or sold for a client’s account?
broker or dealer to be used for a purchase or sale of securities for a client’s account?
commission rates to be paid to a broker or dealer for a client’s securities
transactions?
If you answer “yes” to C.(3) above, are any of the brokers or dealers related persons?
Do you or any related person recommend brokers or dealers to clients?
If you answer “yes” to E above, are any of the brokers or dealers related persons?
Do you or any related person receive research or other products or services
other than execution from a broker-dealer or a third party (“soft dollar benefits”) in
connection with client securities transactions?
If "yes" to G.(1) above, are all the “soft dollar benefits” you or any
related persons receive eligible “research or brokerage services” under section
28(e) of the Securities Exchange Act of 1934?
Do you or any related person, directly or indirectly, compensate any person for
client referrals?
Do you or any related person, directly or indirectly, receive compensation from any
person for client referrals?
Item 9 Custody
Do you have custody of any advisory clients’ cash or bank accounts?:
Do you have custody of any advisory clients’ securities?:
If you checked “yes” to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities for which you have custody:
If you checked “yes” to Item 9.A.(1)(a) or (b), what is the total number of clients for which you have custody::
In connection with advisory services you provide to clients, do any of your related persons have
custody of any of your advisory clients’ cash or bank accounts?:
In connection with advisory services you provide to clients, do any of your related persons have
custody of any of your advisory clients’ securities?:
If you checked “yes” to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities for which your related persons have custody:
If you checked “yes” to Item 9.A.(1)(a) or (b), what is the total number of clients for which your related persons have custody::
If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following that apply:
Do you or your related person(s) act as qualified custodians for your clients in connection with advisory services you provide to clients?
you act as a qualified custodian
your related person(s) act as qualified custodian(s)
If you are filing your annual updating amendment and you were subject to a surprise examination by an
independent public accountant during your last fiscal year, provide the date (MM/YYYY) the examination commenced:
If you or your related persons have custody of client funds or securities, how many persons, including,
but not limited to, you and your related persons, act as qualified custodians for your clients in connection with advisory services you provide to clients?
Item 10 Control Persons
Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?
Item 11 Disclosure Information
Do any of the events below involve you or any of your supervised persons?
In the past ten years, have you or any advisory affiliate: been convicted of or pled guilty or nolo contendere (“no contest”) in a
domestic, foreign, or military court to any felony?
In the past ten years, have you or any advisory affiliate: been charged with any felony?
been convicted of or pled guilty or nolo contendere (“no contest”) in a domestic,
foreign, or military court to a misdemeanor involving: investments or an
investment-related business, or any fraud, false statements, or omissions,
wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion,
or a conspiracy to commit any of these offenses?
been charged with a misdemeanor listed in Item 11.B.(1)?
Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:
found you or any advisory affiliate to have made a false statement or omission?
found you or any advisory affiliate to have been involved in a violation of SEC
or CFTC regulations or statutes?
found you or any advisory affiliate to have been a cause of an investment-related
business having its authorization to do business denied, suspended, revoked, or
restricted?
entered an order against you or any advisory affiliate in connection with
investment-related activity?
imposed a civil money penalty on you or any advisory affiliate, or ordered you
or any advisory affiliate to cease and desist from any activity?
Has any other federal regulatory agency, any state regulatory agency, or any foreign
financial regulatory authority:
ever found you or any advisory affiliate to have made a false statement or
omission, or been dishonest, unfair, or unethical?
ever found you or any advisory affiliate to have been involved in a violation of
investment-related regulations or statutes?
ever found you or any advisory affiliate to have been a cause of an investment-
related business having its authorization to do business denied, suspended,
revoked, or restricted?
in the past ten years, entered an order against you or any advisory affiliate in
connection with an investment-related activity?
ever denied, suspended, or revoked your or any advisory affiliate’s registration or
license, or otherwise prevented you or any advisory affiliate, by order,
from associating with an investment-related business or restricted your or any
advisory affiliate’s activity?
Has any self-regulatory organization or commodities exchange ever:
found you or any advisory affiliate to have made a false statement or omission?
found you or any advisory affiliate to have been involved in a violation of its
rules (other than a violation designated as a “minor rule violation” under a plan
approved by the SEC)?
found you or any advisory affiliate to have been the cause of an investment-
related business having its authorization to do business denied, suspended,
revoked, or restricted?
disciplined you or any advisory affiliate by expelling or suspending
you or the advisory affiliate from membership, barring or suspending you or
the advisory affiliate from association with other members, or otherwise
restricting your or the advisory affiliate’s activities?
Has an authorization to act as an attorney, accountant, or federal contractor granted
to you or any advisory affiliate ever been revoked or suspended?
Are you or any advisory affiliate now the subject of any regulatory proceeding that
could result in a “yes” answer to any part of Item 11.C., 11.D., or 11.E.?
Has any domestic or foreign court:
in the past ten years, enjoined you or any advisory affiliate in connection with any
investment-related activity?
ever found that you or any advisory affiliate were involved in a violation of
investment-related statutes or regulations?
ever dismissed, pursuant to a settlement agreement, an investment-related
civil action brought against you or any advisory affiliate by a state or foreign
financial regulatory authority?
Are you or any advisory affiliate now the subject of any civil proceeding that could
result in a “yes” answer to any part of Item 11.H(1)?
