Form ADV-W (Paper Version) Notice Of Withdrawal From Registration (SEC777) {ADV-W}

FORM ADV-W (Paper Version) OMB APPROVAL OMB Number: 3235-0313 Expires: September 30, 2017 Estimated average burden hours per response 0.31 NOTICE OF WITHDRAWAL FROM REGISTRATION AS AN INVESTMENT ADVISER Instructions for Form ADV-W NOTE: Unless the context clearly indicates otherwise, all terms used in the Form have the same meaning as in the Investment Advisers Act of 1940 and in the General Rules and Regulations of the Commission thereunder (17 Code of Federal Regulations 275). 1. We would like to withdraw from registration as an investment adviser. What do we need to do? You must determine whether you are filing for partial withdrawal or full withdrawal. A partial withdrawal is when you are withdrawing from investment adviser registration with some, but not all, of the jurisdictions where you are registered (or have an application for registration pending). For example, you would file for partial withdrawal if you are switching from state registration to SEC registration (or vice versa). Similarly, you would file for partial withdrawal if you are a state-registered adviser and are withdrawing from some, but not all, of the states with which you are registered (or have an application for registration pending). A full withdrawal is when you are withdrawing from all of the jurisdictions with which you are registered (or have an application pending). If you are filing for partial withdrawal and switching from SEC to state registration, you must complete the Status Section, Items 1A through 1D, and the Execution Section. You do not need to complete Items 1E through 8 of Form ADV-W. If you are filing for partial withdrawal and switching from state to SEC registration, you must complete the entire Form ADV-W. If you are registered only with the state securities authorities and withdrawing from some, but not all, of the states where you are registered, you must complete the entire Form ADV-W. If you are filing for full withdrawal, you must complete the entire Form ADV-W. 2. We are going out of business. Does this change how we would answer particular questions on the Form ADV-W? Yes. The purpose of Item 1D is so that we can contact you if the Form ADV-W is deficient or if we have questions. If you are going out of business, make sure you list in Item 1D an address and phone number at which we can reach the contact employee. 3. I am a state registered adviser filing for partial withdrawal. How do I complete Item 2? If you are a state registered adviser ceasing advisory business in any of the jurisdictions from which you are withdrawing, check "yes." On the next line, provide the date on which you are ceasing advisory business in these jurisdictions (however, if you cease conducting advisory business on different dates in different jurisdictions, you must complete a separate Form ADV-W for each different date). The date you provide in this blank must be on or before the date you file Form ADV-W. Then, provide the reasons you are filing for withdrawal (regardless of whether you are filing for partial or complete withdrawal). You are permitted to "post-date" the Form ADV-W to December 31 anytime between November 1 and December 31. You are permitted to enter a cease date of December 31 to avoid being charged state renewal fees in jurisdictions from which you are withdrawing (during the last part of December each year the IARD suspends filing operations for several days to process renewals of state registrations and state notice filings; and SEC777 (11-10) American LegalNet, Inc. www.FormsWorkFlow.com Instructions for Form ADV-W Page 2 you are unable to submit any filings during that time). However, you cannot enter any date other than December 31, and you can only enter a December 31 cease date after November 1. 4. I have completed Form ADV-W and filed it with the SEC. When will it become effective? Your Form ADV-W will become effective when it is filed with the SEC. However, your Form ADV-W will not be deemed "filed" until the SEC receives it and determines that it is not deficient. The effective date of a Form ADV-W filed with the state securities authorities may be different. 5. How should I file my Form ADV-W? You are required to file Form ADV-W electronically on the IARD. In the event you are unable to submit an electronic filing, you must apply for a temporary or continuing hardship exemption pursuant to rule 203-3. If you can rely on a temporary or continuing hardship exemption, you must mail one manually signed Form ADV-W and one copy to: IARD Document Processing, FINRA, P.O. Box 9495, Gaithersburg, MD 20898-9495. Whether you file on the IARD or are permitted to submit paper filings, you must preserve in your records a copy of the Form ADV-W that you file with the SEC. 6. What are the Schedules to Form ADV-W? Form ADV-W contains two Schedules, Schedule W1 and W2. Your answers to Form ADV-W will determine whether you are required to complete both Schedules, or only Schedule W1. Schedule W1 is a "continuation page" for Item 5 and a "response page" for Item 8. The names of individuals listed on Schedule W1 must be given in full. If you have assigned advisory contracts to another person (as indicated on Item 5 of Form ADV-W), you must complete Section 5 of Schedule W1. If you are filing for full withdrawal or you are a state-registered investment adviser, you must provide the name of each person who has or will have custody or possession of your books and records, and each location where the records are or will be kept (Item 8). You may have to complete multiple Schedule W1s, depending on the number of persons who have or will have custody or possession of your books and records and/or the number of locations where your records are or will be kept. Instruction number seven, below, provides several examples that should help you properly respond to Item 8 to Form ADV-W. Schedule W2 requires basic financial information relating to your investment advisory business. If you check "yes" to Items 3, 4, or 6, you are required to complete Schedule W2. 7. Questions about Item 8. The following examples are intended to assist you in completing Section 8 of Schedule W1 for any persons who have or will have custody of your books and records, and the location(s) at which those records are or will be kept. a. After I withdraw from registration, two persons (Persons A and B) will have custody of my books and records, but my books and records will be kept at a single location. How should I complete th