Generally, it is helpful to remember that when the Form ADV refers to "you" or "applicant" it is referring to the advisory firm, not the individual behind the firm (that person is a designated official, officer, and/or investment adviser representative).

Throughout the licensing process, remember the difference between the advisory firm and individuals who work for that firm. The firm is the entity that licenses as an Investment Adviser. Individuals license as Investment Adviser Representatives (IA Reps).

This distinction helps to understand the different forms that need to be filed to license both the Investment Adviser and any of its IA Reps (the Investment Adviser files a Form ADV for itself and a Form U4 for each IA Rep). Also, this distinction is helpful when filing the Form ADV because some questions ask about “you” with the intention that those questions reference the Investment Adviser itself, not its IA Reps.

Only when a firm is organized as a sole-proprietorship would a person be licensed as both an Investment Adviser and an IA Rep (note: most firms are organized as corporations or as limited liability companies).

Once entitled to use the IARD system, the Investment Adviser must file Form ADV through the IARD system. In filing the Form ADV, the Investment Adviser specifies whether it is registering with the SEC or licensing with the state(s). The Form ADV also requires the Investment Adviser to provide detailed information about the proposed advisory business to both regulators and advisory clients. For these two audiences, the Form ADV has two parts: Part 1 and Part 2.

Form ADV Part 1 is an online form accessed through the IARD system and can be easily updated at any time. For that reason, it is best for answers to reflect the firm as it currently exists, unless specifically instructed otherwise. Essentially, consider Form ADV Part 1 as a snapshot of the Investment Adviser today.

Form ADV Part 2 now consists of (at least) two, separate and self-created documents: a FIRM BROCHURE and a BROCHURE SUPPLEMENT . While only regulators see Form ADV Part 1 (some portions are publicly viewable), the Form ADV Part 2 is a public disclosure document that must be provided to all advisory clients.

The FIRM BROCHURE provides clients with detailed information about the Investment Adviser, including: its owners and management, its services and fees, any other or affiliated businesses, disciplinary information, any conflicts of interest, brokerage practices, etc. Depending on the nature of the advisory business, a firm may have multiple versions of its FIRM BROCHURE .

The BROCHURE SUPPLEMENT provides clients with detailed information about owners, management, and/or individual IA Reps of the Investment Adviser, such as: education and business background, disciplinary information, outside business, any conflicts of interest, etc. Depending on the organization of the Investment Adviser, the firm may have multiple BROCHURE SUPPLEMENTS for specific groups of advisory clients.

All Part 2 documents are to be written in plain-English narratives and follow detailed instructions as to their content (see Form ADV Part 2 Instructions). Also, all Part 2 documents need to be text-searchable PDF files and uploaded to the IARD system. Investment Advisers may also need to create an additional Part 2 document if they offer a wrap fee program.

Form ADV Part 2 Resources

• Form ADV Part 2 Instructions
• NASAA Guidance
• SEC Plain English Handbook

Examples of Part 2 Documents

Since drafting the Form ADV Part 2 documents may be challenging for new and established Investment Advisers alike, the Division has prepared some sample Part 2 documents for advisers to review.

• Example of Part 2A FIRM BROCHURE
• Example of Part 2B BROCHURE SUPPLEMENT

Please note that these documents are provided as an example and the language used in these documents may not be appropriate for your advisory business. These documents are designed to provide: an idea on the layout and organization of Part 2; sample plain English descriptions of complicated financial matters; and examples of how to write for advisory clients while answering specific regulatory questions.