SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
APPLICATION FOR MUNICIPAL ADVISOR REGISTRATION FOR BUSINESS ENTITIES
OMB Number: 3235-0681
Estimated average burden hours per response: 3.5
Form MA Applicant's Information
Submission Contact Information
Please read the General Instructions for this form and other forms in the MA series, as well as its subsection, "Specific Instructions for Certain Items in Form MA," before completing this form. All italicized terms herein are defined or described in the Glossary of Terms appended to the General Instructions.
Part I
WARNING:
Complete this form truthfully. False statements or omissions may result in denial of application, revocation of registration, administrative or civil action, or criminal prosecution. Form MA must be amended promptly upon the occurrence of certain material events, and updated at least annually, within 90 days of the end of the municipal advisor's fiscal year, or, if a sole proprietor, the municipal advisor's calendar year. See General Instruction 8.
Type of Filing:
This is an:
Check the appropriate box.
Execution Page: After completing this form, you must complete the Execution Page.
Supporting Documentation: If you are required to make reportable disclosures in the Disclosure Reporting Pages, you must attach the supporting documentation.
Non-Resident Applicants: If you are a non-resident of the United States, certain additional requirements must be met at the time of filing your application, or processing of your application may be delayed. See General Instruction 2.c. and subsection "General Instructions to Form MA-NR" of the General Instructions.
Execution Page: After completing this form, you must complete the Execution Page.
Changes: Are there any changes in this annual update to information provided in the municipal advisor’s most recent Form MA, other than the updated Execution Page? Yes No
Execution Pages: After completing this form, you must complete the Execution Page.
Item 1 Identifying Information
A. Full Legal Name of the Firm
Individual CRD No., if any:
B. Doing-Business-As (DBA) Name
C. (1) IRS Employer Identification Number:
D. Registrations
If "Yes", enter the SEC File No. MA-T:
Check all that apply. For each registration box you checked, provide the requested file number(s). An applicant firm should NOT provide the organization CRD number, or other specified number, of any of its organizational affiliates, or the individual CRD number of its officers, employees, or natural person affiliates.
Investment Adviser Registration in a US State or Other US Jurisdiction: If predecessor municipal advisory firm is registered in a US state or other jurisdiction as an investment adviser, enter the organization CRD Number above. In the table below, select each US state or jurisdiction in which the predecessor municipal advisory firm is so registered.
Check All That Apply:
(Specify):
E. Principal Office and Place of Business
F. Website
G. If the applicant has a Chief Compliance Officer, provide his or her name and contact information
Please note that the applicant must provide name and contact information for either a Chief Compliance Officer in Question 1.G., or another contact person in Question 1.H below. Both may be provided.
Enter all the letters of each name and not initials or other abbreviations. If no middle name, enter NMN on that line.
For non-US telephone and fax numbers, include country code with area code and local number.
H. Contact Person
If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this form, provide the name and contact information for that person :
Please note that the applicant must provide name and contact information for either a Chief Compliance Officer in Question 1.G., or another contact person in Question 1.H below. Both may be provided.
I. Location of Books and Records
J. Foreign Financial Regulatory Authorities
K. Business Affiliates of the Applicant
Item 2 Form of Organization
A. Applicant's form of organization
If this is not an initial application, and the applicant’s form of organization has changed since the applicant’s most recent Form MA, see Instruction 8 of the General Instructions.
Corporation Sole Proprietorship Limited Liability Partnership (LLP)
Partnership Limited Liability Company (LLC) Limited Partnership (LP)
Other (specify)
B. Month of Applicant's Annual Fiscal Year End
C. State, Other US Jurisdiction, or Foreign Jurisdiction Under Which Applicant is Organized
If the applicant is a corporation or limited liability company, indicate the state or jurisdiction where the applicant is incorporated. If the applicant is a partnership, indicate the name of the state or jurisdiction under the laws of which the partnership was formed. If applicant is a sole proprietor, indicate the state or jurisdiction in which applicant resides.
If this is not an initial application for registration, and the applicant's information has changed since the applicant's most recent Form MA, see General Instruction 8.
D. Date of Organization:
E. Public Reporting Company
Item 3 Successions
A. Is the applicant, at the time of this filing, succeeding to the business of a registered municipal advisor?
If this succession was previously reported on Form MA, do not report the succession again. Instead, check "No." See Instruction 1 of the Specific Instructions for Form MA included in the General Instructions.B. If "Yes," in Item 3.A., complete Section 3 of Schedule D.
Item 4 Information About Applicant's Business
Note: Instruction 2 of the Specific Instructions for Certain Items in Form MA included in the General Instructions provides guidance for newly formed municipal advisors completing this Item 4.
Employees
If the applicant is organized as a sole proprietorship, include the sole proprietor as an employee.
A. Number of Employees:
B. Municipal Advisory Activities:
C. Registered Representatives
D. Firms and Other Persons that Solicit on Behalf of the Applicant
E. Employees Also Acting as Affiliates of the Applicant
Clients
F. Types of Clients
The applicant has the following types of clients:
Check all that apply.
(1) Municipal Entities
(2) Non-profit organizations (e.g., 501(c)(3) organizations) who are obligated persons
(3) Corporations or other businesses not listed above who are obligated persons
(4) Other: (specify)
(5) Not applicable - applicant engages only in solicitation; does not serve clients in the context of its municipal advisory activities
G. Solicitations Of Municipal Entities and Obligated Persons
Approximately how many municipal entities and obligated persons were solicited by the applicant on behalf of a third-party during its most-recently completed fiscal year? (If the applicant solicits its clients in addition to serving these clients in the context of its municipal advisory activities, the clients should be counted in the response to this Part G even if counted in Part F.)
If none, enter a zero.
If none, enter a zero
H. Types of Persons Solicited
The applicant solicits the following types of persons:
Check all that apply.
(1) Public pension funds
(2) 529 Plans
(3) Local government investment pools
(4) State government investment pools
(5) Hospitals
(6) Colleges
(7) Other: (specify)
(8) Not applicable – applicant only serves clients; does not engage in solicitation in the context of its municipal advisory activities
Compensation Arrangements
I. Applicant is compensated for its advice to or on behalf of municipal entities or obligated persons with respect to municipal financial products or the issuance of municipal securities by:
Check all that apply.
(1) Hourly charges
(2) Fixed fees (not contingent on the issuance of municipal securities)
(3) Contingent fees
(4) Subscription fees (for a newsletter or other publications)
(5) Other: (specify)
(6) Not applicable – applicant engages only in solicitation; does not serve clients in the context of its municipal advisory activities
J. Applicant is compensated for its solicitation activities by:
Check all that apply.
(1) Hourly charges
(2) Fixed fees (not contingent on the success of solicitations)
(3) Contingent fees
(4) Subscription fees (for a newsletter or other publications)
(5) Other: (specify)
(6) Not applicable; applicant only serves clients; does not engage in solicitation as part of its municipal advisory activities
K. Does the applicant receive compensation, in the context of its municipal advisory activities, from anyone other than clients?
Applicant's Business Relating to Municipal Securities
L. Applicant is engaged in the following types of activities:
Check all that apply.
Item 5 Other Business Activities
A. Applicant is actively engaged in business in or as a:
Check all that apply.
Check all that apply.
Jurisdiction(s) where licensed (specify)
Jurisdiction(s) where licensed (specify)
Jurisdiction(s) where licensed
(specify)
B. Other Business
Item 6 Financial Industry and Other Activities of Associated Persons
A. Applicant has one or more associated persons that is a:
Check all that apply.
"Associated Person" herein refers to a person who is an associated person of a municipal advisor. Note that "associated person" includes employees and persons with control over the municipal advisor that do not themselves engage in municipal advisory activities, but does not include employees that are performing solely clerical, administrative, support or other similar functions. Note also that more than one box may be applicable to any such associated person. For example, if an associated person is both a swap dealer and security-based swap adviser, check both boxes (4) and (5) below.
(1) Broker-dealer, municipal securities dealer, or government securities broker or dealer
(2) Investment company (including mutual funds)
(3) Investment adviser (including financial planners)
(4) Swap dealer
(5) Security-based swap dealer
(6) Major swap participant
(7) Major security-based swap participant
(8) Commodity pool operator (whether registered or exempt from registration)
(9) Commodity trading advisor (whether registered or exempt from registration)
(10) Futures commission merchant
(11) Banking or thrift institution
(12) Trust company
(13) Accountant or accounting firm
(14) Attorney or law firm
(15) Insurance company or agency
(16) Pension consultant
(17) Real estate broker or dealer
(18) Sponsor or syndicator of limited partnerships
(19) Engineer or engineering firm
(20) Other municipal advisor
Total Associated Persons:
Provide the total number of such associated persons, not the number of boxes checked. For example, if the applicant's associated persons are 2 broker-dealers, 1 investment company, and 2 pension consultants, then 3 boxes would be checked in Item 6-A.1 to 20, while the total number of such associated persons entered in Item 6-A., Total Associated Persons, would be 5. If there are no associated persons, enter 0 (zero).
B. Applicant must list all such associated persons, including foreign associated persons, on Section 6 of Schedule D.
If Item 6-A. Total Associated Persons, is 2 or more, the applicant must complete a separate Section 6 of Schedule D for each associated person.
Item 7 Participation or Interest of Applicant, or of Associated Persons of Applicant, in Municipal Advisory Client or Solicitee Transactions
Proprietary Interest in Municipal Advisory Client or Solicitee Transactions
A. Does applicant or any associated person:
Sales Interest in Client or Solicitee Transactions
B. Does applicant or any associated person:
Investment or Brokerage Discretion
C. Does applicant or any associated person have discretionary authority to determine the:
D.
In responding to Items 7-E and 7-F below, consider all cash and non-cash compensation that the applicant or an associated person gave or received from any person in exchange for referrals of such clients or solicitees, including any bonus that is based, at least in part, on the number or amount of such referrals.
E. Does the applicant or any associated person, directly or indirectly, compensate any person for referrals of clients or solicitees in connection with municipal advisory activities?
F. Does the applicant or any associated person, directly or indirectly, receive compensation from any person for referrals of clients or solicitees in connection with municipal advisory activities?
Item 8 Owners, Officers and Other Control Persons
A. Identifying Owners, Officers and Other Control Persons
(1) In this Item, identify every person that, directly or indirectly, controls the applicant, or that the applicant directly or indirectly controls.
(a) If this is an initial application, the applicant must complete Schedule A and Schedule B.
Schedule A asks for information about direct owners and executive officers.
Schedule B asks for information about indirect owners.
(b) If this is an amendment updating information reported on either the Schedule A or Schedule B (or both) filed with the applicant's initial application, the applicant must also complete Schedule C.
(3) If "Yes" to Item 8-A.2. above, complete Section 8-A of Schedule D.
B. Public Reporting Companies
(2) If "Yes" to Item 8-B.1. above, complete Section 8-B of Schedule D.
Item 9 Disclosure Information
In this Item, provide information about the criminal, regulatory, and judicial history, if any, of the applicant and each associated person of the applicant.
This information is used to determine whether to approve an application for registration, to decide whether to revoke registration, or to place limitations on the applicant's activities as a municipal advisor, and to identify potential problem areas on which to focus during on-site examinations. One event may result in the requirement to answer "Yes" to more than one question below.
Refer to the Glossary of Terms for explanations of italicized terms, such as associated person.
Criminal Action Disclosure
If the answer is "Yes" to any question below in Part A or B below, complete a Criminal Action DRP.
Disclosure of any event listed in this Criminal Action Disclosure Section is not required if the date of the event was more than ten years ago. For purposes of calculating this ten-year period, the date of an event is the date that the final order, judgment, or decree was entered, or the date that any rights of appeal from preliminary orders, judgments, or decrees lapsed.
Check all that apply.
A. In the past ten years, has the applicant or any associated person:
The response to Item 9-A(2) may be limited to charges that are currently pending.
B. In the past ten years, has the applicant or any associated person:
The response to Item 9-B(2) may be limited to charges that are currently pending.
Regulatory Action Disclosure
If the answer is "Yes" to any question in Parts C-G below, complete a Regulatory Action DRP.
Check all that apply.
C. Has the SEC or the CFTC ever:
D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority ever:
E. Has any self-regulatory organization or commodities exchange ever:
F. Revocation or Suspension:
G. Regulatory Proceedings:
Civil Judicial Disclosure
If the answer is "Yes" to a question below, complete a Civil Judicial Action DRP.
Check all that apply.
H. (1) Has any domestic or foreign court ever:
(a) enjoined the applicant or any associated person in connection with any municipal advisor-related or investment-related activity?
(b) found that the applicant or any associated person was involved in a violation of any municipal advisor-related or investment-related statute(s) or regulation(s)?
(c) dismissed, pursuant to a settlement agreement, a municipal advisor-related or investment-related civil action brought against the applicant or any associated person by a state or other US jurisdiction or a foreign financial regulatory authority?
(2) Current Proceedings:
Is the applicant or any associated person the subject of any currently pending civil proceeding that could result in a "Yes" answer to any part of Item 9-H(1)?
Item 10 Small Businesses
The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, the SEC needs to determine whether you meet the Small Business Administration's definition of "small business" for purposes of entities that provide investment and related activities. Accordingly, answer "Yes" or "No," as appropriate, to the questions below:
Form MA
APPLICATION FOR MUNICIPAL ADVISOR REGISTRATION
DOMESTIC MUNICIPAL ADVISOR EXECUTION
You must complete the following execution page to Form MA. This execution page must be signed and attached to your initial application for SEC registration and all amendments to registration.
Appointment of Agent for Service of Process
By signing this Form MA, you, the undersigned advisor, irrevocably appoint the Secretary of State or other legally designated officer, of the state in which you maintain your principal office and place of business, as your agents to receive service, and agree that such persons may be served any process, pleadings, subpoenas, or other papers in (a) any investigation or administrative proceeding conducted by the Commission that relates to the applicant or about which the applicant may have information; and (b) any civil suit or action brought against the applicant or to which the applicant has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States of America or of any of its territories or possessions or of the District of Columbia, where the investigation, proceeding or cause of action arises out of or relates to or concerns municipal advisory activities of the municipal advisor. The applicant stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the service of process upon, and that service of an administrative subpoena shall be effected by service upon the above-named Agent for Service of Process, and that service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal service thereof had been made.
Signature
I, the undersigned, sign this Form MA on behalf of, and with the authority of, the municipal advisor. The municipal advisor and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this Form MA, including exhibits and any other information submitted, are true and correct, and that I am signing this Form MA as a free and voluntary act.
I certify that the advisor's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal regulatory representatives.
FORM MA
APPLICATION FOR "MUNICIPAL ADVISOR REGISTRATION"
NON-RESIDENT MUNICIPAL ADVISOR EXECUTION
Instructions: If you are a non-resident, you must complete these steps:
1. Execution Page: You must complete the following non-resident execution page to Form MA. This execution page must be signed and attached to your initial application for SEC registration and all amendments to registration.
2. Opinion of Counsel: You must also attach to Form MA an Opinion of Counsel. See General Instructions.
3. Form MA-NR: You must also attach to Form MA one or more executed Form MA-NR(s) for the non-resident municipal advisor applicant, and, if any, the non-resident general partner(s) and/or non-resident managing agents. See General Instructions for Form MA-NR.
Non-Resident Municipal Advisor Undertaking Regarding Books and Records
By signing this Form MA, you agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal office in Washington D.C., at any Regional or District Office of the Commission, or at any one of its offices in the United States, as specified by the Commission, correct, current, and complete copies of any or all records that you are required to maintain by law. This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or powers of attorney or any of your general partners and managing agents.
Signature
I, the undersigned, sign this Form MA on behalf of, and with the authority of, the non-resident municipal advisor. The municipal advisor and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this Form MA, including exhibits and any other information submitted, are true and correct, and that I am signing this Form MA as a free and voluntary act.
I certify that the municipal advisor's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal regulatory representatives. Further, attached to this Form MA as an exhibit is an opinion of counsel that the municipal advisor can, as a matter of law, provide the Commission with access to the books and records of such municipal advisor, as required by law, and that the municipal advisor can, as a matter of law, submit to inspection and examination by the Commission. Finally, attached as an exhibit to this Form MA is one or more executed Form MA-NR(s) for the non-resident municipal advisor applicant, and, if any, the non-resident general partner(s) and/or non-resident managing agents.
SCHEDULE A
Direct Owners and Executive Officers of the Applicant
• Complete Schedule A-1: "Direct Owners of Applicant - Business Entities," for owners that are organized as a business or other legal entity, such as a corporation, partnership, trust, or limited liability company.
• Complete Schedule A-2: "Direct Owners and Executive Officers of Applicant - Natural Persons," for owners who are individuals, including sole proprietors, and for executive officers.
A - 5% but less than 10%
B - 10% but less than 25%
C - 25% but less than 50%
D - 50% but less than 75%
E - 75% or more
SCHEDULE B
Indirect Owners of the Applicant
• Complete Schedule B-1: "Indirect Owners of Applicant - Business Entities," for owners who are organized as business or other legal entities, such as a corporation, partnership, trust, or limited liability company.
• Complete Schedule B-2: "Indirect Owners of Applicant - Natural Persons," for individuals and sole proprietors.
For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.
D - 50% but less than 75%
E - 75% or more
F - Other (general partner, trustee, or elected manager)
SCHEDULE D
Certain items in Part I of Form MA require additional information on Schedule D. Use this Schedule D to report details for items listed below. Report only new information or changes/updates to previously submitted information. Do not repeat previously submitted information.
This is an: INITIAL or AMENDED Schedule D or ANNUAL UPDATE
SECTION 1-B Other Names under which Municipal Advisor-Related Business is Conducted
List the applicant's other business names and the jurisdictions in which they are used. A separate Schedule D must be completed for each business name, and the jurisdictions where that name is used.
SECTION 1-D Additional Registrations of the Applicant
Indicate any additional registrations with federal or state regulators, and the relevant registration number. A separate Schedule D must be completed for each such registration.
SECTION 1-E Additional Offices at which the Applicant’s Municipal Advisor-Related Business is Conducted
Provide the location of the largest five additional offices (in terms of numbers of employees) at which the applicant’s municipal advisor-related business is conducted other than applicant’s principal office and place of business. A separate Schedule D must be completed for each such office.
SECTION 1-F Additional Website Addresses
List any additional website addresses of the applicant. A separate Schedule D must be completed for each such website address.
SECTION 1-I Location of Books and Records
Complete the following information for each location at which the applicant keeps books and records, other than its principal office and place of business. A separate Schedule D must be completed for each location.
SECTION 1-J Registration with Foreign Financial Regulatory Authorities
List the full name, in English, of each foreign financial regulatory authority, provide the foreign registration number (if any), and list the full name, in English, of the country with which the applicant is registered. A separate Schedule D must be completed for each foreign financial regulatory authority with whom the applicant is registered.
SECTION 1-K Business Affiliates of the Applicant
Provide the name of any domestic or foreign business affiliate of the applicant and any federal, state, or foreign registration of such affiliate and the registration number. A separate Schedule D must be completed for each such affiliate.
SECTION 3 Successions
Complete the following information if succeeding to the business of a currently-registered municipal advisor. If the applicant succeeded more than one municipal advisory firm in the succession being reported on this Form MA, a separate Schedule D must be completed for each predecessor firm. See Instruction 1 of the Specific Instructions for Certain Items in Form MA included in the General Instructions.
SECTION 4-D Firms and Other Persons that Solicit Municipal Advisor Clients on the Applicant’s Behalf
Provide the name, address, and phone number of any firm or other person that is not otherwise an associated person of the applicant that solicits municipal advisor clients on the applicant’s behalf. A separate Schedule D must be completed for each such firm or natural person.
SECTION 4-E Employees That Also Do Business Independently on the Applicant’s Behalf as Affiliates of the Applicant
SECTION 5-B Description of Primary Business (for businesses not listed in Part A of Item 5)
If you checked Item 5-B.2 describe the applicant’s primary business (not the applicant’s municipal advisor-related business):
SECTION 6 Financial Industry and Other Activities of Associated Persons
The following information must be completed for each associated person in every category you checked in Item 6-A. A separate Schedule D must be completed for each such associated person.
SECTION 8 Control Persons (on a basis other than 25% ownership or executive officer status)
Section 8-A. A separate Schedule D must be completed for each control person not named in Item 1-A. or Schedules A, B, or C that directly or indirectly controls the applicant's management or policies.
Section 8-B. If any person named in Schedules A, B, or C or in Section 8-A of this Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, provide the information below. A separate Schedule D must be completed for each public reporting company.
Schedule D: MISCELLANEOUS
The space below may be used to explain a response to an Item or to provide any other information.