What's New in Securities
IARD System Fee Waiver
The Wisconsin Division of Securities Announces IARD System Fee Waiver for Investment Adviser Firms While Reduced System Fees Reinstated for Investment Adviser Representatives.
October 8, 2012 - The Wisconsin Department of Financial Institutions - Division of Securities today announced the waiver of the Investment Adviser Registration Depository (IARD) system fees for investment adviser firms and the reinstatement of substantially reduced initial set-up and annual system fees paid by investment adviser representatives (IARs). Fees for IAs and IARs have been waived since 2008.Read Full Article (PDF: 64 KB / 1 page)
Small Business Advisory: Crowdfunding
On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups (JOBS) Act, a series of legislative provisions intended to facilitate capital formation in the United States. Part of this legislation included the CROWDFUND Act, which makes significant changes in current federal and state securities laws.Read Full Article (PDF: 138 KB / 3 pages)
Private Fund Adviser Exemption
On February 17, 2012, Wisconsin Department of Financial Institutions Division of Securities Administrator Patricia D. Struck signed a Final Order Granting Exemption from the Registration Requirements for Investment Advisers to Private Funds and Their Investment Adviser Representatives. This Order establishes exemptions for certain private fund advisers with assets under management up to $150 million who would otherwise be considered Exempt Reporting Advisers under US Securities & Exchange Commission (SEC) rules.Read Full Article (PDF: 74 KB / 2 pages)
Private Fund Adviser Exemption Order (PDF: 149 KB / 3 pages)
2011 Wisconsin Act 32 update
2011 Wisconsin Act 32, effective October 31, 2011, removed certain exemptions from investment adviser registration that have been relied upon by advisers to private funds. This action was taken to meet the new registration requirements of the Dodd-Frank Act and SEC rules that originally were to take effect this year. Because of a change in the SEC effective date to March 30, 2012, which occurred during the enactment of the Wisconsin law change, the legislature was unable to modify the originally designated effective date of October 31, 2011. The SEC also took longer than expected to also adopt rules that would still provide exemptions for certain private funds and venture capital funds. The Division intends to adopt exemption rules based on proposed NASAA model rules, but those rules have not yet been approved by NASAA.
Therefore, with the October 31, 2011 effective date of the repeal of the Wisconsin exemptions (which would subject all private fund advisers to registration) closing in, Administrator Patricia Struck has issued an Order which delays the effectiveness of the registration requirement for certain advisers to private funds until the SEC mandated date of March 30, 2012.Advisers to Private Funds Order 2011 (PDF: 149 KB / 3 pages)
Branch Office Online Now Accepts American Express Card Payments
The Wisconsin Department of Financial Institutions Division of Securities now accepts payment for federal covered investment adviser branch office filings using the American Express card. Advisers have been able to use the online application BOO (Branch Office Online) to make their notice filings for Wisconsin branch offices for over a year, utilizing VISA or Mastercard to pay related fees. Because numerous firms have requested that we also offer the American Express card option, we are pleased to make that payment option available now, before the annual branch office renewal period begins. With branch office renewals coming up starting mid-October, this is the perfect time to set up an account on the DFI website if you don't already have one. It is easy, takes only a little time, and you can choose to store or individually enter your payment options as you see fit. The website is a secure site but regardless of whether you use VISA, Mastercard or American Express, you can choose to enter your card information each time you file if you prefer that to storing the information online.
Just visit https://www.wdfi.org/apps/BranchOffice/ to create your user account or make filings. If you would like to view tutorials on setting up a BOO account or entering branch office data, please visit the following links:
Branch Office Online Tutorials
- Account Set-up Tutorial (PDF: 49 KB / 9 pages)
- Open a new Branch Tutorial (PDF: 559 KB / 9 pages)
- Amendments Tutorial (PDF: 745 KB / 11 pages)
- Closings Tutorial (PDF: 619 KB / 10 pages)
- Renewals Tutorial (PDF: 747 KB / 11 pages)
US SEC Establishes New Switch Deadline for Investment Advisers
The US Securities & Exchange Commission has finalized its rules regarding the schedule for advisers between $25million and $100million of assets under management to switch from SEC to state regulation and the requirement for advisers to private funds to be registered with the Commission. The new date by which advisers must file an updated Form ADV to indicate their total of assets under management is March 30, 2012.
Advisers currently registered with the SEC who have less than $100million of assets under management on March 30, 2012 and are not entitled to any other exemption to remain SEC registered, must become registered with the states in which they do business by June 30, 2012. Those advisers should begin their state application process beginning January 1, 2012 to allow sufficient time to review the application. Advisers should NOT withdraw their SEC registration until their state registration has been perfected.
Mid-sized advisers ($30-$100million) who file NEW initial applications for registration prior to July 21, 2011 can choose to file with either the SEC or the states.
After July 21, 2011, NEW mid-sized advisers MUST file with the states.
Existing state advisers whose assets exceed $30mil can remain with the states until they exceed $100million.
Likewise, advisers to private funds with up to $150million in assets will be required to be state registered by October 31, 2011. The SEC rules require advisers to private funds with assets over $150million to become registered with them by March 30, 2012. Wisconsin will follow the same timetable for any Wisconsin advisers to private funds whose assets are under $150million.
In a related matter, the staff has received questions on filing of the new Form ADV Parts 2A and 2B. Wisconsin rules already require a state investment adviser to file its Part 2A electronically with the IARD. Wisconsin-based advisers have until July 1, 2011 to make that Part 2 filing. If the adviser is headquartered in another state, we will defer to the filing requirement of the home state.
Because the SEC has delayed its requirement to file the Part 2B until the first quarter of 2012, Wisconsin will follow the same schedule.
If you have further questions, please call the Examiner line at 608-266-1239.
Securities Registration and Exemptions Online Search
(Madison) On April 14th, 2011, DFI made available a new web-based application which allows customers to search for securities registrations and exemptions filed with our department.
This online search allows customers to search for securities registrations and exemptions using filing name, date range, and security type. Customers could use this online search, for example, to verify that a recently submitted securities registration had been received by DFI, and to view its status.
This new online search can be found here: https://www.wdfi.org/apps/SecuritiesSearch/search.aspx
This is a free service!