NOTICE: In accordance with Governor Lamont's emergency declaration, employees and the public are asked to observe social distancing measures to ensure communal safety and to slow the spread of the novel coronavirus (COVID-19). People are asked to work from home and telecommute wherever possible. Adhering to these instructions, the Department of Banking has closed its offices to the public. However, agency staff will continue to provide services to consumers and industry through telework. When contacting the Department, please use electronic communication whenever possible. Agency staff will continue to check voicemails during this time. Consumers are encouraged to use our online form for complaints. If you are unsure where to send an inquiry, you may send it to Department.Banking@ct.gov and it will be routed appropriately. Thank you for your patience during this time.

ORDER ADOPTING REVISIONS TO PART 1 OF FORM ADV
AND GOVERNING TRANSITION FILINGS THROUGH THE INVESTMENT ADVISER REGISTRATION DEPOSITORY BY INVESTMENT ADVISORY FIRMS


WHEREAS the Commissioner of Banking (the "Commissioner") is charged with the administration of Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act, as amended by P.A. 00-61 (the "Act") and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies (the "Regulations") promulgated under the Act;

WHEREAS Section 36b-6(c) of the Act states, in part, that: "No person shall transact business as an investment adviser, within or from this state, unless registered as such by the commissioner as provided in sections 36b-2 to 36b-33, inclusive, or exempted pursuant to subsection (e) of this section. No individual shall transact business as an investment adviser agent, within or from this state, unless he is registered as an investment adviser agent of the investment adviser for whom he acts in transacting such business";

WHEREAS Section 36b-6(e) of the Act provides, in part, that:

The following investment advisers are exempted from the registration requirements under subsection (c) of this section: Any investment adviser that (1) is registered or required to be registered [with the federal Securities and Exchange Commission] under Section 203 of the Investment Advisers Act of 1940 ... Any investment adviser claiming an exemption pursuant to subdivision (1) ... of this subsection that is not otherwise excluded under subsection (10) of section 36b-3, shall first file with the commissioner a notice of exemption together with a consent to service of process as required by subsection (g) of section 36b-33. The notice of exemption shall contain such information as the commissioner may require and shall be accompanied by a nonrefundable fee of two hundred fifty dollars. Such notice of exemption shall be valid until December thirty-first of the calendar year in which it was first filed and may be renewed annually thereafter upon submission of such information as the commissioner may require together with a nonrefundable fee of one hundred fifty dollars.

WHEREAS Section 36b-32(a) of the Act provides that: "A document is filed when it is received by the commissioner or any other person designated in writing by the commissioner";

WHEREAS on July 25, 1997, the Commissioner issued a Notice (Impact Of The National Securities Markets Improvements Act of 1996 On Investment Advisers) (the "Notice") prescribing the Connecticut filing requirements for investment advisers registered with the Securities and Exchange Commission (the "SEC") following enactment of P.L. 104-290, the National Securities Markets Improvement Act of 1996 ("NSMIA");

WHEREAS the Notice required that SEC-registered investment advisers making an initial notice filing include: an executed Form ADV with all schedules as filed with the SEC, including new Schedule I (Schedule for Declaring Eligibility for SEC Registration); and updates corresponding in form and frequency to SEC-filed amendments where the updates affected the investment adviser's operations in Connecticut (e.g., name or address change; change in contact person);

WHEREAS the Notice also provided that SEC-registered investment advisers seeking to renew a notice filing should file an executed page 1 of Form ADV, together with their most recent Schedule I and the $150 renewal fee;

WHEREAS on September 12, 2000, the SEC issued Release No. IA-1897 (Electronic Filing by Investment Advisers; Amendments to Form ADV; File No. S7-10-00) which, effective October 10, 2000 and among other things, revised Part 1 of Form ADV to eliminate Schedule I and Schedule E, revised Form ADV-W and mandated that SEC-registered investment advisers file Part 1 of Form ADV electronically with the SEC through the Investment Adviser Registration Depository (the "IARD") commencing January 1, 2001;

WHEREAS in Release No. IA-1897, the SEC deferred the adoption of amendments to Part 2 of Form ADV, stating that, Part 2, if maintained by SEC-registered investment advisers, would be deemed "filed" with the SEC for purposes of SEC Rule 203-1(b)(2);

WHEREAS Release No. IA-1897 contemplated that the IARD would be capable of accepting filings and fees for investment adviser agents at a future date;

WHEREAS the IARD is an Internet-based filing depository operated by NASD Regulation, Inc. ("NASDR") under contracts with the SEC and the North American Securities Administrators Association ("NASAA") which depository is designed to accept filings made electronically by SEC-and state registered investment advisers as well as their investment adviser agents; collect associated regulatory filing fees on behalf of affected jurisdictions; and provide the investing public with Internet-based access to background information on state and federally regulated investment advisory personnel;

WHEREAS Section 36b-7 of the Act provides, in part, that: "A[n] ... investment adviser or investment adviser agent may obtain an initial or renewal registration by filing with the commissioner or other depository as the commissioner may by regulation or order designate an application together with a consent to service of process pursuant to subsection (g) of section 36b-33. The application shall contain such information as the commissioner may require";

WHEREAS Section 36b-12(a) of the Act states that: "Each person applying for registration as ... [an] investment adviser shall pay to the commissioner or to any person designated by the commissioner in writing to collect such fee on his behalf a fee of two hundred fifty dollars which shall not be refunded";

WHEREAS Section 36b-12(b) of the Act states, in part, that: "Each person applying for registration as an ... investment adviser agent shall pay to the commissioner or to any person designated by the commissioner to collect such fee on his behalf a fee of fifty dollars which shall not be refunded";

WHEREAS Section 36b-12(d) of the Act provides, in part, that: "Each person registered as an ... investment adviser agent, requesting transfer of his registration to another registered ... investment adviser, shall pay to the commissioner or to any person designated by the commissioner in writing to collect such fee on his behalf a fee of fifty dollars for each transfer requested";

WHEREAS Section 36b-13(a) of the Act states that: "Each person registered as ... [an] investment adviser may renew such registration for a one-year period not later than December thirty-first of each calendar year by making application in such manner as prescribed by the commissioner. The fee for renewal of registration for each registered ... investment adviser shall be one hundred fifty dollars per renewal application, nonrefundable, payable at the time of renewal, and shall be submitted, together with the renewal application, to the commissioner or any person designated in writing by the commissioner to collect such fee on his behalf";

WHEREAS Section 36b-13(b) of the Act adds that: "Each person registered as an ... investment adviser agent may renew such registration for a one-year period by December thirty-first of each calendar year by making application in such manner as prescribed by the commissioner. The fee for renewal of registration for each person registered as an ... investment adviser agent shall be fifty dollars, nonrefundable, payable at the time of renewal, and shall be submitted, together with the renewal application, to the commissioner or any person designated in writing by the commissioner to collect such fee on his behalf";

WHEREAS Section 36b-31-14e(a) of the Regulations provides that: "If the information contained in any application for registration as ... [an] investment adviser or investment adviser agent, or in any amendment thereto, is or becomes inaccurate or incomplete in any material respect for any reason, the applicant or registrant shall promptly file a correcting amendment with the commissioner";

WHEREAS Section 36b-31-31a(a) of the Regulation provides that: "The following forms, as amended from time to time, are prescribed for use under the Act ... (9) Uniform Application for Registration as Investment Adviser or to Amend such an Application (Form ADV) [and] (10) Uniform Notice of Withdrawal from Registration as an Investment Adviser (Form ADV-W)";

WHEREAS Section 36b-31(a) of the Act states, in part, that: "The commissioner may from time to time make, amend and rescind such ... forms and orders as are necessary to carry out the provisions of ... [the Act], including ... forms and orders governing ... applications, and reports, and defining any terms, whether or not used in ... [the Act], insofar as the definitions are not inconsistent with the provisions of ... [the Act]. For the purpose of ... forms and orders, the commissioner may classify securities, persons and matters within his jurisdiction, and prescribe different requirements for different classes";

WHEREAS Section 36b-31(b) of the Act provides that: "No ... form or order may be made, amended or rescinded unless the commissioner finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of ... [the Act]. In prescribing ... forms and orders the commissioner may cooperate with the securities administrators of the other states and the Securities and Exchange Commission with a view to effectuating the policy of ... [the Act] to achieve maximum uniformity in the form and content of .... applications and reports wherever practicable";

WHEREAS Section 36b-31(c) of the Act adds that: "To encourage uniform interpretation and administration of ... [the Act] and effective securities regulation and enforcement, the commissioner may cooperate with the securities agencies or administrators of other states ... [and] the Securities and Exchange Commission ...The cooperation authorized by this subsection includes, but is not limited to, the following actions: (1) Establishing central depositories for the registration of ... securities industry personnel under ... [the Act], and for documents or records required or allowed to be filed with or maintained by the commissioner under ... [the Act]";

WHEREAS the Commissioner finds that the issuance of this Order and the prescription of forms described herein are necessary and appropriate in the public interest and for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of the Act;

NOW THEREFORE THE COMMISSIONER ORDERS AS FOLLOWS:

1. Effective October 10, 2000, the revisions to Part 1 of Form ADV and to Form ADV-W described in SEC Release No. IA-1897 shall be adopted in Connecticut for purposes of fulfilling the filing requirements in Sections 36b-6(e), 36b-7 and 36b-15(e)(1) of the Act as well as Sections 36b-31-14e(a) and 36b-31-31a(a) of the Regulations. From October 10, 2000 to December 31, 2000, the Commissioner will continue to accept amendments to Part 1 of Form ADV in the pre-revision format by filers who, as of the date of this Order, are either registered as investment advisers under the Act or SEC-registered investment advisers who have an effective notice on file with the Commissioner.
2. An investment adviser registered under the Act on January 1, 2001 who has not previously done so, shall refile a revised Part 1 of Form ADV, including any amendments thereto, with the Commissioner on or before April 1, 2001.
3. A person applying for registration as an investment adviser under the Act after January 1, 2001 shall file a revised Part 1 of Form ADV, including any amendments thereto, with the Commissioner;
4. For purposes of Sections 36b-7, 36b-12(a), 36b-12(b), 36b-12(d), 36b-13(a), 36b-13(b), 36b-31(c) and 36b-32(a) of the Act, the web-based Investment Adviser Registration Depository ("IARD") operated by the NASD Regulation, Inc. is designated to receive documents and application filings as well as to collect initial and renewal filing fees on the Commissioner's behalf in accordance with this Order and with respect to investment advisers and investment adviser agents;
5. Effective January 1, 2001, and for purposes of Sections 36b-6(e) of the Act, investment advisers registered or applying for registration with the SEC shall make their Connecticut notice filings, including amendments thereto and related payments, through the IARD in accordance with the transition schedule set forth in SEC Release No. IA-1897, and shall provide a copy of Part 2 of Form ADV to the Commissioner upon the Commissioner's request. Nothing in this Order shall relieve such investment advisers from the prohibition in Section 36b-6(c) of the Act, against engaging an unregistered investment adviser agent, as defined in Section 36b-3(11) of the Act, in this state;
6. Effective January 1, 2001, and for purposes of Sections 36b-7, 36b-12(a) and 36b-13(a) of the Act, investment advisers registered or applying for registration under the Act may elect to use the IARD to file Part 1 of revised Form ADV, including amendments thereto, electronically and to remit initial and renewal registration fees. Nothing in this Order relieves such investment advisers from their obligation to file such supplemental information directly with the Commissioner in such form and manner as the Commissioner may determine or to register their investment adviser agents and Connecticut branch offices under Section 36b-6 of the Act;
7. The Commissioner may re-evaluate the elective use of the IARD by investment advisers registered or applying for registration under the Act, the use of the IARD to file Part 2 of Form ADV and the expanded use of the IARD to cover investment adviser agent filings and fees in light of future system enhancements allowing for the capture of additional information; the public interest in having information on both state and federally-regulated investment advisers available for public viewing through a centralized database; and the effectiveness of the IARD during its pilot phases; and
8. This Order shall remain in effect until modified, superseded or vacated by the Commissioner or other lawful authority.
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So ordered at Hartford, Connecticut
this 29th day of September, 2000.
John P. Burke
Banking Commissioner

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