Commissioner's Release: 114-C: TRANSITION TO THE INVESTMENT ADVISER REGISTRATION DEPOSITORY FOR SEC-REGISTERED INVESTMENT ADVISERS & INVESTMENT ADVISER REPRESENTATIVES
GRAY DAVIS, Governor
Date: November 3, 2000
William Kenefick, Acting Commissioner
NOTICE FILING REQUIREMENTS, INSTRUCTIONS & FEES
The Securities and Exchange Commission ("SEC") and the North American Securities Administrators Association ("NASAA") are participating in a joint effort to establish a new web-based electronic filing system for investment advisers, the Investment Adviser Registration Depository ("Web IARD").
Web IARD will allow investment advisers to utilize a modem and the Internet to register as an investment adviser with both the SEC and the states, respectively, and to file the required applications, notices, reports, and renewals electronically. The SEC and NASAA have contracted for Web IARD to be built and operated by the National Association of Securities Dealers Regulation, Inc.
In a release issued September 12, 2000, the SEC adopted new rules that require SEC-registered investment advisers to begin filing Form ADV electronically through Web IARD beginning in January 2001. The SEC also adopted amendments to Forms ADV and ADV-W that prepare those forms for electronic filing. In transitioning to the use of Web IARD, the SEC has established an Electronic Filing Transition Schedule for firms currently registered with the SEC.
The Department of Corporations ("Department") is also transitioning to the use of Web IARD. This release sets forth the new procedures for SEC-registered investment advisers to make notice filings with the Commissioner through Web IARD, pursuant to Section 25230.1 of the California Corporations Code, and supersedes any procedures previously found in Commissioners Release Nos. 109-C or 105-C.
Corporations Code Section 25230.1(b) [SEC-Registered Investment Advisers]
Effective January 1, 2001 or at such time as the SEC mandates electronic filing, the initial notice required to be filed by a SEC-registered investment adviser under Corporations Code Section 25230.1(b) is to be made by filing Form ADV (Uniform Application for Investment Adviser Registration, as amended) (17 CFR 279.1) with Web IARD and paying the fees prescribed by Section 25608.1(d) of the Corporations Code directly to Web IARD. Form ADV shall be filed in accordance with the instructions in the Form ADV and must be filed within thirty (30) days of conducting business in the state. The subsequent annual notice filing consists of those documents filed with the SEC and the notice filing fee provided for in Section 25608.1(d). For full details see the attached SEC Registered Investment Adviser Notice Filing Requirements, Instructions & Fees.
Investment advisers currently registered with the SEC should transition to electronic filing with Web IARD in accordance with the Electronic Filing Transition Schedule adopted by the SEC. This schedule is available on the SECs web site at www.sec.gov/IARD/.
Corporations Code Section 25230.1(c) [Investment Adviser Representatives of SEC-Registered Investment Advisers]
The notice required by Corporations Code Section 25230.1(c) for each investment adviser representative ("IAR"), as defined under Corporations Code Section 25009.5(b) and SEC Rule 203A-3 (17 CFR 275.203A-3), with a place of business in California is to continue to be made directly to the Commissioner until Web IARD is capable of accepting such filings. The notice is to be made by paying the $25 reporting fee prescribed by Section 25608.1(d) and filing, upon employment or engagement, with the Commissioner:
- Form U-4 completed in accordance with the form instructions; and
- Proof of compliance with the qualification requirements as prescribed in California Code of Regulations, (10 CCR Sec. 260.236) unless proof may be obtained from the Central Registration Depository ("CRD").
Any investment adviser that is dually certificated as a broker-dealer under Corporations Code Section 25210, that is a member of a self regulatory organization, and whose agents are dually affiliated as IARs, may file (in lieu of Form U-4) a list identifying those IARs that have a place of business in California. This list must be on company letterhead and include the IARs' complete names, CRD numbers, places of business (mailing address, city and zip code) and a statement on how the IARs included on the list meet the qualification requirements set forth under 10 CCR Section 260.236. Proof of compliance with the qualification requirements shall be provided unless that proof may be obtained from the CRD.
Once Web IARD accepts electronic filings for an IAR, the IAR shall comply with the attached Investment Adviser Representative of SEC Registered Investment Adviser Filing Requirements, Instructions & Fees.
Investment adviser representatives currently reporting with the Commissioner will be required to convert to electronic filing with Web IARD in accordance with the transition schedule to be adopted by the Commissioner. This transition schedule will be released at least thirty (30) days prior to the date that the IAR is required to convert to Web IARD.