Compliance Solutions for Investment Advisers

Registration Transition Issue

Many states require applicant for state registration to complete an affidavit of “no prior activity.” The choices are typically, no, you have not conducted advisory activities in this state or yes, you have conducted advisory activities in this state. If the answer is yes, they require you to list all clients and fees charges, provide copies of client agreements, etc. What these affidavits are trying to determine is whether the applicant has been providing investment advisory services absent registration. The problem is, that for transitioning advisers who have been providing services in the state under a notice filing, there is no right way to answer the question on the affidavit. You cannot answer “no” because you would be attesting to something that was not true, but if you answer “yes” you may need to provide years of information about clients and fees. Very onerous and no easy resolution in sight.

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