Rule

Securities and Exchange Commission

§ 275.0–2

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PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS
ACT OF 1940
Sec.
275.0–2 General procedures for serving nonresidents.
275.0–3 References to rules and regulations.
275.0–4 General requirements of papers and
applications.
275.0–5 Procedure with respect to applications and other matters.
275.0–6 Incorporation by reference in applications.
275.0–7 Small entities under the Investment
Advisers Act for purposes of the Regulatory Flexibility Act.
275.202(a)(1)–1 Certain
transactions
not
deemed assignments.
275.202(a)(11)–1 Certain broker-dealers.
275.203–1 Application for investment adviser
registration.
275.203–2 Withdrawal from investment adviser registration.
275.203–3 Hardship exemptions.
275.203(b)(3)–1 Definition of ‘‘client’’ of an
investment adviser.
275.203(b)(3)–2 Methods for counting clients
in certain private funds.
275.203A–1 Eligibility for SEC registration;
switching to or from SEC registration.
275.203A–2 Exemptions from prohibition on
Commission registration.
275.203A–3 Definitions.
275.203A–4 Investment advisers registered
with a State securities commission.
275.203A–5—275.203A–6 [Reserved]
275.204–1 Amendments to application for
registration.
275.204–2 Books and records to be maintained by investment advisers.
275.204–3 Written disclosure statements.
275.204–4—275.205–5 [Reserved]
275.204A–1 Investment adviser codes of ethics.
275.205–1 Definition of ‘‘investment performance’’ of an investment company and
‘‘investment record’’ of an appropriate
index of securities prices.
275.205–2 Definition of ‘‘specified period’’
over which the asset value of the company or fund under management is averaged.
275.205–3 Exemption from the compensation
prohibition of section 205(a)(1) for investment advisers.
275.206(3)–1 Exemption of investment advisers registered as broker-dealers in connection with the provision of certain investment advisory services.
275.206(3)–2 Agency cross transactions for
advisory clients.
275.206(3)–3T Temporary rule for principal
trades with certain advisory clients.
275.206(4)–1 Advertisements by investment
advisers.

275.206(4)–2 Custody of funds or securities of
clients by investment advisers.
275.206(4)–3 Cash payments for client solicitations.
275.206(4)–4 Financial and disciplinary information that investment advisers must
disclose to clients.
275.206(4)–6 Proxy voting.
275.206(4)–7 Compliance
procedures
and
practices.
275.206(4)–8 Pooled investment vehicles.
275.222–1 Definitions.
275.222–2 Definition of ‘‘client’’ for purposes
of the national de mimimis standard.
AUTHORITY: 15 U.S.C. 80b–2(a)(11)(G), 80b–
2(a)(17), 80b–3, 80b–4, 80b–4a, 80b–6(4), 80b–6a,
and 80b–11, unless otherwise noted.
Section 275.203A–1 is also issued under 15
U.S.C. 80b–3a.
Section 275.203A–2 is also issued under 15
U.S.C. 80b–3a.
Section 275.204–2 is also issued under 15
U.S.C. 80b–6.
Section 275.205–3 is also issued under 15
U.S.C. 80b–5(e).

§ 275.0–2 General procedures for serving non-residents.
(a) General procedures for serving process, pleadings, or other papers on nonresident investment advisers, general partners and managing agents. Under Forms
ADV and ADV-NR [17 CFR 279.1 and
279.4], a person may serve process,
pleadings, or other papers on a nonresident investment adviser, or on a
non-resident general partner or nonresident managing agent of an investment adviser by serving any or all of
its appointed agents:
(1) A person may serve a non-resident
investment adviser, non-resident general partner, or non-resident managing
agent by furnishing the Commission
with one copy of the process, pleadings,
or papers, for each named party, and
one additional copy for the Commission’s records.
(2) If process, pleadings, or other papers are served on the Commission as
described in this section, the Secretary
of the Commission (Secretary) will
promptly forward a copy to each
named party by registered or certified
mail at that party’s last address filed
with the Commission.
(3) If the Secretary certifies that the
Commission was served with process,
pleadings, or other papers pursuant to
paragraph (a)(1) of this section and forwarded these documents to a named
party pursuant to paragraph (a)(2) of

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§ 275.0–3

17 CFR Ch. II (4–1–09 Edition)

this section, this certification constitutes evidence of service upon that
party.
(b) Definitions. For purposes of this
section:
(1) Managing agent means any person,
including a trustee, who directs or
manages, or who participates in directing or managing, the affairs of any unincorporated organization or association other than a partnership.
(2) Non-resident means:
(i) An individual who resides in any
place not subject to the jurisdiction of
the United States;
(ii) A corporation that is incorporated in or that has its principal office and place of business in any place
not subject to the jurisdiction of the
United States; and
(iii) A partnership or other unincorporated organization or association
that has its principal office and place
of business in any place not subject to
the jurisdiction of the United States.
(3) Principal office and place of business has the same meaning as in
§ 275.203A–3(c) of this chapter.
[65 FR 57448, Sept. 22, 2000]

§ 275.0–3 References to rules and regulations.
The term rules and regulations refers
to all rules and regulations adopted by
the Commission pursuant to the Act,
including the forms for registration
and reports and the accompanying instructions thereto.

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[30 FR 4129, Mar. 30, 1965]

§ 275.0–4 General requirements of papers and applications.
(a) Filings. (1) All papers required to
be filed with the Commission shall, unless otherwise provided by the rules
and regulations, be delivered through
the mails or otherwise to the Securities and Exchange Commission, Washington, DC 20549. Except as otherwise
provided by the rules and regulations,
such papers shall be deemed to have
been filed with the Commission on the
date when they are actually received
by it.
(2) All filings required to be made
electronically with the Investment Adviser
Registration
Depository
(‘‘IARD’’) shall, unless otherwise pro-

vided by the rules and regulations in
this part, be deemed to have been filed
with the Commission upon acceptance
by the IARD. Filings required to be
made through the IARD on a day that
the IARD is closed shall be considered
timely filed with the Commission if
filed with the IARD no later than the
following business day.
(3) Filings required to be made
through the IARD during the period in
December of each year that the IARD
is not available for submission of filings shall be considered timely filed
with the Commission if filed with the
IARD no later than the following January 7.
NOTE TO PARAGRAPH (a)(3): Each year the
IARD shuts down to filers for several days
during the end of December to process renewals of state notice filings and registrations. During this period, advisers are not
able to submit filings through the IARD.
Check the Commission’s Web site at http://
www.sec.gov/iard for the dates of the annual
IARD shutdown.

(b) Formal specifications respecting applications. Every application for an
order under any provision of the Act,
for which a form with instructions is
not specifically prescribed, and every
amendment to such application, shall
be filed in quintuplicate. One copy
shall be signed by the applicant, but
the other four copies may have facsimile or typed signatures. Such applications shall be on paper no larger
than 81⁄2×11 inches in size. To the extent
that the reduction of larger documents
would render them illegible, those documents may be filed on paper larger
than 81⁄2×11 inches in size. The left margin should be at least 11⁄2 inches wide
and, if the application is bound, it
should be bound on the left side. All
typewritten or printed matter (including deficits in financial statements)
should be set forth in black so as to
permit photocopying and microfilming.
(c) Authorization respecting applications. (1) Every application for an order
under any provision of the Act, for
which a form with instructions is not
specifically prescribed and which is executed by a corporation, partnership,
or other company and filed with the
Commission, shall contain a concise
statement of the applicable provisions
of the articles of incorporation, bylaws,

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