SEC 1707 (07-17) File 3 of 4 FORM ADV (Paper Version) UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION PART 2: Uniform Requirements for the Investment Adviser Brochure and Brochure Supplements General Instructions for Part 2 of Form ADV Under SEC and similar state rules you are required to deliver to clients and prospective clients a brochure disclosing information about your firm. You also may be required to deliver a brochure supplement disclosing information about one or more of your supervised persons. Part 2 of Form ADV sets out the minimum required disclosure that your brochure (Part 2A for a firm brochure, or Appendix 1 for a wrap fee program brochure) and brochure supplements (Part 2B) must contain. Read all the instructions, including General Instructions for Form ADV, General Instructions for Part 2 of Form ADV, Instructions for Part 2A of Form ADV, Instructions for Part 2B of Form ADV, and (if you are preparing or updating a wrap fee program brochure) Instructions for Part 2A Appendix 1 of Form ADV, before preparing or updating your brochure or brochure supplements. Narrative Format. Part 2 of Form ADV consists of a series of items that contain disclosure requirements foryour firm222s brochure and any required supplements. The items require narrative responses. You mustrespond to each item in Part 2. You must include the heading for each item provided by Part 2 immediatelyprecedingyour response to that item and provide responses in the same order as the items appear in Part 2. If an item doesnot apply to your business, you must indicate that item is not applicable. If you have providedinformation inresponse to one item that is also responsive to another item, you may cross-reference that information inresponse to the other item.Plain English. The items in Part 2 of Form ADV are designed to promote effective communication betweenyou and your clients. Write your brochure and supplements in plain English, taking into consideration yourclients222 level of financial sophistication. Your brochure should be concise and direct. In drafting yourbrochure and brochure supplements, you should: (i) use short sentences; (ii) use definite, concrete, everyday words; (iii) use active voice; (iv) use tables or bullet lists for complex material, whenever possible; (v) avoidlegal jargon or highly technical business terms unless you explain them or you believe that your clients willunderstand them; and (vi) avoid multiple negatives. Consider providing examples to illustrate a descriptionofyour practices or policies. The brochure should discuss only conflicts the adviser has or is reasonably likelytohave, and practices in which it engages or is reasonably likely to engage. If a conflict arises or the adviser decides to engage in a practice that it has not disclosed, supplemental disclosure must be provided to clients toobtain their consent. If you have a conflict or engage in a practice with respect to some (but not all) types or classes of clients, advice, or transactions, indicate as such rather than disclosing that you 223may224 have the conflict or engage in the practice.Note: The SEC222s Office of Investor Education and Advocacy has published A Plain English Handbook. Youmay find the handbook helpful in writing your brochure and supplements. For a copy of this handbook, visitthe SEC222s web site atwww.sec.gov/news/extra/handbook.htm or call 1-800-732-0330.Disclosure Obligations as a Fiduciary. Under federal and state law, you are a fiduciary and must make full disclosure to your clients of all material facts relating to the advisory relationship. As a fiduciary, you alsomust seek to avoid conflicts of interest with your clients, and, at a minimum, make full disclosure of all materialconflicts of interest between you and your clients that could affect the advisory relationship. This obligation requires that you provide the client with sufficiently specific facts so that the client is able toun dersta nd the OMB APPROVAL OMB Number: 3235-0049 Expires: August 31, 2020 Estimated average burden hours per response 23.77 American LegalNet, Inc. www.FormsWorkFlow.com conflicts of interest you have and the business practices in which you engage, and can give informed consent to such conflicts or practices or reject them. To satisfy this obligation, you therefore may have to disclose to clients information not specifically required by Part 2 of Form ADV or in more detail than the brochure items might otherwise require. You may disclose this additional information to clients in your brochure or by some other means. 4.Full and Truthful Disclosure. All information in your brochure and brochure supplements must be true and may not omit any material facts. 5.Filing. You must file your brochure(s) (and amendments) through the IARD system using the text-searchable Adobe Portable Document Format (223PDF224). See SEC rules 203-1 and 204-1 and similar state rules. If you areregistered or are registering with the SEC, you are not required to file your brochure supplements through theIARD or otherwise. You must, however, preserve a copy of the supplements and make them available to SEC staff upon request. See SEC rule 204-2(a)(14). If you are registered or are registering with one or more statesecurities authorities, you must file a copy of the brochure supplement for each supervised person doingbusiness in that state. American LegalNet, Inc. www.FormsWorkFlow.com Instructions for Part 2A of Form ADV: Preparing Your Firm Brochure 1.To whom must we deliver a firm brochure? You must give a firm brochure to each client. You must deliver the brochure even if your advisory agreement with the client is oral. See SEC rule 204-3(b) and similar state rules. If you are registered with the SEC, you are not required to deliver your brochure to either (i) clients whoreceive only impersonal investment advice from you and who will pay you less than $500 per year or (ii) clientsthat are SEC-registered investment companies or business development companies (the client must beregistered under the Investment Company Act of 1940 or be a business development company as defined in that Act, and the advisory contract must meet the requirements of section 15(c) of that Act). See SEC rule 204-3(c). Note: Even if you are not required to give a brochure to a client, as a fiduciary you may still be required toprovide your clients with similar information, particularly material information about your conflicts of interestand about your disciplinary information. If you are not required to give a client a brochure, you may make any required disclosures to that client by delivery of your brochure or through some other means. 2.When must we deliver a brochure to clients? You must give a firm brochure to each client before or at the time you enter into an advisory agreement withthat client. See SEC rule 204-3(b) and similar state rules. Each year you must (i) deliver, within 120 days of the end of your fiscal year, to each client a free updatedbrochure that either includes a summary of material changes or is accompanied by a summary of material changes, or (ii) deliver to each client a summary of material changes that includes an offer to provide a copy of the updated brochure and information on how a client may obtain the brochure. See SEC rule 204-3(b)and similar state rules. You do not have to deliver an interim amendment to clients unless the amendment includes information inresponse to Item 9 of Part 2A (disciplinary information). An interim amendment can be in the form of adocument describing the material facts relating to the amended disciplinary event. See SEC rule 204-3(b)and similar state rules. Note: As a fiduciary, you have an ongoing obligation to inform your clients of any material information that could affect the advisory relationship. As a result, between annual updating amendments you must disclose material changes to such information to clients even if those changes do not trigger delivery of an interim amendment. See General Instructions for Part 2 of Form ADV, Instruction 3. May we deliver our brochure electronically? Yes. The SEC has published interpretive guidance on