STATE OF TENNESSEE DEPARTMENT OF COMMERCE AND INSURANCE SECURITIES DIVISION SUITE 680, 500 JAMES ROBERTSON PARKWAY NASHVILLE, TENNESSEE 37243-0575 615-741-2947 INVESTMENT ADVISER REGISTRATION AND NOTICE FILING INSTRUCTIONS AND INVESTMENT ADVISER REPRESENTATIVE REGISTRATION INSTRUCTIONS [Revised April 2011] I. REGISTRATION OF INVESTMENT ADVISERS A. IARD Eligible Investment Advisers 1. Submit a completed Form ADV: a. Submit Form ADV Parts 1A and 1B through the IARD. b. Submit Form ADV Parts 2A and 2B, through the IARD, as attachments to Part 1. Part 2 must be submitted in text-searchable PDF format. c. Forms ADV and ADV-W can be obtained from the Securities and Exchange Commission by calling 202-942-4046, or from the SEC's website at www.sec.gov/about/forms/secforms.htm. The forms are also available on the Division's website at tn.gov/commerce/securities/iainstructions.shtml. 2. Submit the $200.00 registration fee through the IARD (from the IARD daily account). The registration fee is neither refundable nor prorated. 3. Organizational Documents: Submit the following documents (only those that are applicable) directly to the Division. a. Corporation (1) Submit a copy of the Articles of Incorporation (Charter) and all amendments certified by the Secretary of State for the state of incorporation. (2) Submit a copy of the Corporate Bylaws and all amendments certified by the secretary of the corporation. b. Limited Liability Company (1) Submit a copy of the Articles of Organization (Charter) and all amendments certified by the Secretary of State for the state of organization. 1 American LegalNet, Inc. www.FormsWorkFlow.com (2) Submit a copy of the Operating Agreement and all amendments certified by a managing member of the company. If, by law in the state of organization, the applicant is not required to establish and maintain a written Operating Agreement, please explain so (citing specific laws and/or rules), in writing. c. General Partnership Submit a copy of the General Partnership Agreement and all amendments certified by a general partner. d. Limited Partnership Submit a copy of the Limited Partnership Agreement and all amendments certified by a register of deeds or similar official. 4. Financial Statement: a. Submit a balance sheet prepared in accordance with generally accepted accounting principles consistently applied as of a date not more than ninety (90) days prior to the date of such application, which shall demonstrate compliance with the net capital requirement for a registered investment adviser in the state in which the applicant maintains its principal place of business. For purposes of this requirement, "principal place of business" means the executive office of the investment adviser from which the officers, partners, or managers of the investment adviser direct, control, and coordinate the activities of the investment adviser. For any investment adviser who has or will have custody of client funds or securities, or who requires or will require prepayment of more than five hundred dollars ($500) in advisory fees six (6) or more months in advance, an audited balance sheet must be submitted directly to the Division. If such applicant has not yet had an audit performed pursuant to his first fiscal year of existence, the applicant may submit an unaudited balance sheet in such detail as will disclose the nature and amount of assets and liabilities and the net worth and net capital of the applicant. Such financial statement shall be prepared as of a date within thirty (30) days of the filing date and shall be certified as to its correctness by the sole proprietor, a general partner, or a duly authorized executive officer of the applicant, and shall be accompanied by a designation of accountant to be executed by the accountant so designated to perform the investment adviser's first annual audit. Pursuant to Rules 0780-4-3-.02(3)(a)2.(ii)(II) and 0780-4-3-.02(4)(a)2, the balance sheet must be certified by an independent certified public accountant or independent public accountant, prepared in accordance with generally accepted accounting principles consistently applied, and accompanied by an opinion of the accountant as to the investment adviser's financial condition which is unqualified, except as to matters which would not have a substantial effect on the financial condition of the investment adviser. 5. Demonstration of Compliance with Capital and Bonding Requirements: An investment adviser applicant who maintains a principal place of business in another state shall demonstrate compliance with the net capital and bonding requirements of that 2 American LegalNet, Inc. www.FormsWorkFlow.com b. state by submitting: (a) evidence of investment adviser registration in that state; (b) a net capital computation pursuant to the requirements of that state as of a date not more than ninety (90) days prior to the date of submission; and (c) a photocopy of the current bond, if any, as filed to satisfy that state's bonding requirements. 6. Client Agreements: Submit copies of any client agreements to be used by the applicant. 7. Submit a Form U4 filing through the CRD for at least one individual who will act as an investment adviser representative ("RA") on behalf of the investment adviser firm. The RA application must be clear of all deficiencies, aside from the firm's pending application. 8. Any filing, paper or digital, submitted directly to the Division must include a cover letter. The cover letter should include the applicant/registrant's legal name and CRD number, as well as a brief description regarding why the documents are being filed. The information required in Items A3, A4, A5, and A6, above may be electronically submitted via email, to Securities.2@tn.gov. Please include the firm's CRD number in the email subject field. All electronic filings must be submitted as PDF attachments, including cover letters. Any other file format will be rejected, and any deficiencies will remain outstanding. Any text or other data contained within the body of the email message itself will not constitute an official filing with the Division, and will be discarded. The information required in Items A3, A4, A5 and A6, above may be submitted on paper (single-sided only), directly to the Tennessee Securities Division at the following address. Tennessee Securities Division Broker-Dealer Section Suite 680, 500 James Robertson Parkway Nashville, TN 37243-0583 Please do not submit, directly to the D