Massachusetts Hedge Fund Law – Investment Advisory Registration Renewals

Unfortunately for hedge fund managers who are located in Massachusetts, there is generally a requirement to be registered as an investment advisor with the Massachusetts Securities Division.   One of the good things about the Massachusetts Securities Division is that they are generally knowledgeable and the division’s website posts good information for registered investment advisors.  The posts below deal with (1) Massachusetts investment advisor renewals for 2009 and (2) a discussion of the submission requirements for ADV part II through the IARD system.

While these posts are helpful, Massachusetts hedge fund managers are urged to discussion any questions with a hedge fund attorney. 

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2009 Investment Adviser and Investment Adviser Representative Registration Renewals

For the year 2009, all registration renewals will be accomplished electronically, as usual. Investment adviser (“IA”) registrations will be renewed via the Investment Adviser Registration Depository (the “IARD”), and investment adviser representative (“IAR”) registrations will be renewed via the Central Registration Depository (the “CRD”). The IARD and the CRD are both operated by FINRA (formerly, NASD).

Each state-registered IA must renew its registration with the Massachusetts Securities Division (the “Division”) via the IARD and must renew the registration, via the CRD, of each of its IARs (including solicitors), wherever located, who provides investment advisory services to Massachusetts clients. Failure to renew an IA or an IAR registration means the IA or IAR will no longer be able to continue its investment advisory business in Massachusetts or with Massachusetts clients after December 31, 2008.

Information regarding IA and IAR registration renewals can be found at the website www.iard.com. Click on “Renewal Program” in the left margin for the registration renewal instructions. Once there, please note the “2009 IARD Renewal Program Calendar” for important deadlines. Remember to fund your renewal account, which is separate from your daily account. Also, please note that IARs are designated as “RA” on the CRD. If you have any questions regarding IA and IAR registration renewals, please contact FINRA at 240-386-4848.

The Division reminds IAs and IARs to:

  • promptly amend their Form U-4 if any changes occur,
  • promptly amend their Form ADV if any material changes occur, and
  • amend their Form ADV within 90 days of the end of their fiscal year for all other changes.

Be advised that amending Form ADV requires two separate procedures, one for Part I (including Part 1A and Part 1B) and one for Part II (the brochure). As usual, all amendments are filed electronically via the CRD and/or IARD.

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Investment Adviser Licensing Section, Massachusetts Securities Division

Notice to State-Registered
Investment Advisers
Submission of Form
ADV Part II through the IARD System
May 21, 2007

On April 23, 2007, the IARD began accepting Part II of the Form ADV (including Schedule F). Prior to this date, all state-registered investment advisers had to file, in paper format, their then-current Form ADV Part II and any amendments and annual updates directly with the Massachusetts Securities Division (the “Division”). Now, the Form ADV Part II, also known as the “brochure,” can be filed electronically with the Division, via the IARD, just as Part 1 of the Form ADV has been so filed.

All Massachusetts registered investment advisers must file their current brochure (Form ADV Part II) electronically with the Division, via the IARD, no later than September 1, 2007. (See 950 CMR 12.205(2)(a)1.) Also, as part of the usual post-registration requirements, all subsequent amendments and annual updates to the brochure must likewise be filed electronically. (See 950 CMR 12.205 (6).)

Please refer to the instructions and websites listed below for directions and guidance on filing your firm’s brochure electronically via the IARD. You may also go to the Division’s website, www.sec.state.ma.us/sct, for a copy of this letter with direct links to the below-listed websites.  If you have any questions about this procedure, please contact the NASD Gateway Call Center at (240) 386-4848.

Form ADV Part II must be submitted to the IARD as a searchable text,
portable document format (PDF) file.

A free editable PDF version of the current Form ADV Part II is available on the North American Securities Administrators Association Inc. (NASAA) website. http://www.nasaa.org/Industry___Regulatory_Resources/Uniform_Forms/
Guidance is available on the IARD website.
Form ADV Part II (IARD System Instructions)
http://www.iard.com/part2instructions.asp

Form ADV Part II Navigation Guide
http://www.iard.com/pdf/ ADV_Part_II_Firm_User_90.pdf

Please remember the deadline for electronically filing your firm’s
Form ADV Part II is September 1, 2007.
Investment Adviser Licensing Section, Massachusetts Securities Division
One Ashburton Place, 17th Floor
Boston, MA 02108
(617) 727-3548

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