UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
OMB APPROVAL
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
CIK
CCC
Submission Contact Information
Contact Person for this Filing
Andy Armstrong
Contact Phone
Contact Email Address
andrew.armstrong@dinsmorecomplianceservices.com
Contact Email Address
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
This form must be completed by municipal advisors that are organized entities,
including sole proprietors (referred to herein as "municipal advisory firms" or "firms,"
unless the context indicates otherwise).
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.
Initial application to register as a municipal advisor with the SEC.
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.
Annual update of municipal advisor’s Form MA, for fiscal year ended
, or, if a sole proprietor, for calendar year ended December 31, .
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
Amendment (other than annual update) to any part of the municipal advisor’s most recent Form MA.
Execution Pages: After completing this form, you must complete the Execution Page.
Item 1 Identifying Information
A. Full Legal Name of the Firm
(1) Firm Name:
VIUM Capital MA, LLC
Organization CRD No.,if any:
(2) Sole Proprietor: If the applicant is a sole proprietor, check here, and provide full last name, first name, middle name, and suffix, if any:
Yes
No
(3) Name Change: If full legal name has changed since the municipal advisor's most recent Form MA, check here and provide the previous full legal name.
Yes
No
(specify)
B. Doing-Business-As (DBA) Name
(1) If the name under which municipal advisor-related business is primarily conducted is different from Item 1-A., check here and provide the DBA name.
Yes
No
(2) Previous DBA Name: If name under which municipal advisor-related business is primarily conducted has changed since the municipal advisor's most recent Form MA, check here and provide the previous name under which the municipal advisor-related business was primarily conducted.
Yes
No
(3) Additional Names:
(a) Is municipal advisor-related business conducted under any
additional names?
Yes
No
(b) List any additional names on Section 1-B of Schedule D.
C. (1) IRS Employer Identification Number:
D. Registrations
(1) Form MA-T Registration: Was the applicant previously registered
on Form MA-T as a municipal advisor?
Yes
No
If "Yes", enter the SEC File No. MA-T:
(2) Other Registrations: Is the applicant registered as
or with
any of the following?
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.
Municipal Advisor
SEC
File No.:
Municipal Securities Dealer
SEC
File No.:
Broker-Dealer
SEC
File No.:
Organization
CRD
No.:
Investment Adviser
SEC
-Registered
SEC
File No.:
Organization
CRD
No.:
Exempt Reporting Adviser
SEC
File No.:
Organization
CRD
No.:
Registered in US State or Other US Jurisdiction
Organization CRD
No.:
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:
US State or Jurisdiction
(Code)
US State or Jurisdiction
(Code)
Alabama
(AL)
Montana
(MT)
Alaska
(AK)
Nebraska
(NE)
Arizona
(AZ)
Nevada
(NV)
Arkansas
(AR)
New Hampshire
(NH)
California
(CA)
New Jersey
(NJ)
Colorado
(CO)
New Mexico
(NM)
Connecticut
(CT)
New York
(NY)
Delaware
(DE)
North Carolina
(NC)
District of Columbia
(DC)
North Dakota
(ND)
Florida
(FL)
Ohio
(OH)
Georgia
(GA)
Oklahoma
(OK)
Guam
(GU)
Oregon
(OR)
Hawaii
(HI)
Pennsylvania
(PA)
Idaho
(ID)
Puerto Rico
(PR)
Illinois
(IL)
Rhode Island
(RI)
Indiana
(IN)
South Carolina
(SC)
Iowa
(IA)
South Dakota
(SD)
Kansas
(KS)
Tennessee
(TN)
Kentucky
(KY)
Texas
(TX)
Louisiana
(LA)
Utah
(UT)
Maine
(ME)
Vermont
(VT)
Maryland
(MD)
Virgin Islands
(VI)
Massachusetts
(MA)
Virginia
(VA)
Michigan
(MI)
Washington
(WA)
Minnesota
(MN)
Wisconsin
(WI)
Mississippi
(MS)
West Virginia
(WV)
Missouri
(MO)
Government Securities Broker-Dealer
SEC
File No.:
Bank Identifier:
Other
SEC
Registration (Specify):
SEC
File No. (if any):
EDGAR CIK (if any):
Another federal or state regulator(Specify):
Registration No. (if any):
(3) Additional Registrations:
(a) Does the applicant have any additional registrations that are not listed in subsection (2)?
Yes
No
(b)
List any such additional registrations on Section 1-D of Schedule D.
E.
Principal Office and Place of Business
(1) Address: Do not use a P.O. Box.
(2) Additional Offices:
(a) Is municipal advisor-related business conducted at any
office(s) other than applicant's principal office and place of
business listed above?
Yes
No
(b)
If "Yes," list the five largest such additional offices
on
Section 1-E of Schedule D.
(3) Mailing Address:
Is the mailing address different from
principal office and place of business address in Item 1-E(1)?
Yes
No
If "Yes," complete this item.
Is this address a private residence? A private residential address will not be included in publicly available versions of this registration form.
Yes
No
F. Website
(1) Provide the address of the applicant's principal website (if any):
(specify)
(2) Does the applicant have any additional websites?
Yes
No
(3) Total number of additional websites
(specify)
(4) List all additional website addresses on Section 1-F of Schedule D.
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.
Last Name:
Kennedy
First Name:
Steve
Middle Name:
William
Other title(s), if any:
Street Address 1:
Street Address 2:
City:
State/Country:
Postal Code:
For non-US telephone and fax numbers, include country code
with area code and local number.
Telephone Number:
614-354-6011
Fax Number:
E-mail Address of Chief Compliance Officer:
skennedy1980@gmail.com
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
(1) Does the applicant maintain, or intend to maintain, some
or all of the books and records required to be kept under MSRB
rules and SEC rules at a location other than the principal office
and place of business address listed in Item 1-E?
Yes
No
(2) If "Yes," list all such locations in
Section 1-I of Schedule D.
J. Foreign Financial Regulatory Authorities
(1) Is the applicant registered with a foreign financial
regulatory authority? Answer "no" even if affiliated with
a business that is registered with a foreign financial regulatory
authority.
Yes
No
(2)
If "Yes," list all such registrations in
Section 1-J of Schedule D.
K. Business Affiliates of the Applicant
(1) Is the applicant affiliated with any other domestic or
foreign business entities?
Yes
No
(2)
If "Yes," provide the names of all such affiliates and any
applicable registrations in
Section 1-K of Schedule D .
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
(Sole proprietors are not required to complete this subpart B.)
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.
Enter the full name of the U.S. jurisdiction, or the full
name, in English, of the foreign jurisdiction:
D.
Date of Organization:
E. Public Reporting Company
(1)
Is the applicant a public reporting company under Sections 12 or
15(d) of the Securities Exchange Act of 1934?
Yes
No
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.
Yes
No
If "Yes" enter the Date of Succession:
B. If "Yes," in Item 3.A., complete Section 3 of Schedule D.
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:
Approximate number of employees of applicant.
Include full- and part-time employees, but do not include clerical, administrative, or support workers (or workers performing similar functions): (If none, enter a zero.):
B. Municipal Advisory Activities:
Approximately how many of these employees engage in municipal advisory activities?
(Include such employees even if they perform other functions in addition to engaging in municipal advisory activities.) If none, enter a zero.
C. Registered Representatives
(1) Approximately how many of the employees who are included in the response to part B are registered representatives of a broker-dealer? If none, enter a zero.
(2) Approximately how many are investment adviser representatives? If none, enter a zero.
D. Firms and Other Persons that Solicit on Behalf of the Applicant
Approximately how many firms and other persons who are not employed by the applicant and who are not otherwise
associated persons of the applicant solicit clients on the applicant's behalf? (If none, enter a zero.
Count a firm only once; do not count each of the firm’s employees that solicits on the applicant’s behalf.)
Please list the names of these firms and other persons on Section 4-D of Schedule D.
E. Employees Also Acting as Affiliates of the Applicant
(1) Does the applicant have any employees that also do business independently on the applicant's behalf as affiliates of the applicant?
YES
NO
(2) Total number of such employees:
(3) List the names of these employees on
Section 4-E of Schedule D.
Clients
F. Types of Clients
Approximately how many clients did the applicant serve in the context of its
municipal advisory activities during its most-recently completed fiscal year?
(If none, enter a zero and check box 5 below).
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.)
(1) Municipal Entities:
If none, enter a zero.
(2) Obligated Persons:
If none, enter a zero
(3) Total:
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?
YES
NO
If "Yes", please explain:
Applicant's Business Relating to Municipal Securities
L. Applicant is engaged in the following types of activities:
Check all that apply.
(1) Advice concerning the issuance of municipal securities (including, without limitation,
advice concerning the structure, timing, terms and other similar matters, such as the
preparation of feasibility studies, tax rate studies, appraisals and similar documents,
related to an offering of municipal securities)
(2) Advice concerning the investment of the proceeds of municipal securities (including,
without limitation, advice concerning the structure, timing, terms and other similar
matters concerning such investments)
(3) Advice concerning municipal escrow investments (including, without limitation, advice concerning their structure, timing, terms and other similar matters)
(4) Advice concerning the investment of other funds of a municipal entity (including, without limitation, advice concerning the structure, timing, terms and other similar matters concerning such investments)
(5) Advice concerning guaranteed investment contracts (including, without limitation, advice concerning their structure, timing, terms and other similar matters)
(6) Advice concerning the use of municipal derivatives (including, without limitation, advice concerning their structure, timing, terms and other similar matters)
(7) Solicitation of investment advisory business from a municipal entity or obligated person (including, without limitation, municipal pension plans) on behalf of an unaffiliated broker, dealer, municipal advisor or investment adviser (e.g., third party marketers, placement agents, solicitors, and finders)
(8) Solicitation of business other than investment advisory business from a municipal entity or obligated person on behalf of an unaffiliated person or firm (e.g., third party marketers, placement agents, solicitors, and finders)
(9) Advice or recommendations concerning the selection of other municipal advisors or underwriters with respect to municipal financial products or the issuance of municipal securities
(10) Brokerage of municipal escrow investments
(11) Other: (specify)
Item 5 Other Business Activities
A. Applicant is actively engaged in business in or as a:
Is Applicant Actively Engaged?
Check all that apply.
Is this Applicant’s Primary Business(es)?
Check all that apply.
1. Broker-dealer, municipal securities dealer or government securities broker or dealer
2. Registered representative of a broker-dealer
3. Commodity pool operator (whether registered or exempt from registration)
4. Commodity trading advisor (whether registered or exempt from registration)
5. Futures commission merchant
6. Major swap participant
7. Major security-based swap participant
8. Swap dealer
9. Security-based swap dealer
10. Trust company
11. Real estate broker, dealer, or agent
12. Insurance company, broker, or agent
13. Banking or thrift institution (including a separately identifiable department or division of a bank)
15. Attorney or law firm (Jurisdiction(s) where licensed)
Jurisdiction(s) where licensed (specify)
16. Accountant or accounting firm (Jurisdiction(s) where licensed)
Jurisdiction(s) where licensed (specify)
17. Engineer or engineering firm
Jurisdiction(s) where licensed
18. Other financial product advisor
(specify)
B. Other Business
(1) Is applicant actively engaged in any other business not listed in Part A
of this Item (other than engaging in municipal advisory activities)?
Yes No
(2) If "Yes" to Part B-1., is this other business
applicant's primary business?
Yes No
(3) If "Yes" to Part B-2.,
describe the other business on Section 5-B of Schedule D.
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:
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:
(1) buy securities or other investment or derivative products for itself from clients or solicitees in the context of its municipal advisory activities, or sell securities it owns to such clients or solicitees?
Yes No
(2) buy or sell for itself securities (other than shares of mutual funds) or other investment or derivative products that the applicant also recommends to such clients or solicitees?
Yes No
(3) enter into derivatives contracts with such clients or solicitees?
Yes No
(4) recommend securities or other investment or derivative products to such clients or solicitees in which applicant or any associated person has some other proprietary (ownership) interest (other than those mentioned in Items 7-A(1), (2) or (3) above)?
Yes No
Sales Interest in Client or Solicitee Transactions
B. Does applicant or any associated person:
(1) recommend purchases of securities or derivatives to clients or solicitees that are served by the applicant or associated person, for which the applicant or any associated person serves as underwriter, general or managing partner, or purchaser representative?
Yes No
(2) recommend purchases or sales of securities or derivatives to such clients or solicitees in which applicant or any associated person has any other sales interest (other than the receipt of sales commissions as a broker or registered representative of a broker-dealer)?
Yes No
Investment or Brokerage Discretion
C. Does applicant or any associated person have discretionary authority to determine the:
(1) securities or other investment or derivative products to be bought or sold for the account of a client or solicitee?
Yes No
(2) amount of securities or other investment or derivative products to be bought or sold for the account of such a client or solicitee?
Yes No
(3) (a) broker or dealer to be used
for a purchase or sale of securities or other investment or derivative products
for the account of such a client or solicitee?
Yes No
(b) If "Yes," are any of
the brokers or dealers associated persons?
Yes No
(4) commission rates or other fees to be paid to a broker or dealer for such a client's or solicitee's securities transactions or transactions in other investment or derivative products?
Yes No
D.
(1) Does applicant or any associated person recommend brokers,
dealers or investment advisers to clients or solicitees
in the context of its municipal advisory activities?
Yes No
(2) If "Yes," is any such broker, dealer, or
investment adviser an associated person?
Yes No
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?
Yes No
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?
Yes No
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.
(2) Does any person not named in Item 1-A or Schedules A, B, or C,
directly or indirectly, control the applicant's management or policies?
Yes
No
(3) If "Yes" to Item 8-A.2. above, complete Section 8-A of Schedule D.
B. Public Reporting Companies
(1) Is any person in Schedules A, B, or C, or in Section 8-A of Schedule D a
public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
Yes
No
(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:
(1) been convicted of any felony, or pled guilty or nolo contendere ("no contest") to any charge of a felony, in a domestic, foreign, or military court?
Yes No
(2) been charged with any felony?
Yes No
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:
(1) been convicted of any misdemeanor, or pled guilty or nolo contendere ("no contest"), in a domestic, foreign, or military court to any charge of a misdemeanor in a case involving: municipal advisor-related business, investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?
Yes No
(2) been charged with a misdemeanor of the kind listed in Item 9-B(1)?
Yes No
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:
(1) found the applicant or any associated person to have made a false statement or omission?
Yes No
(2) found the applicant or any associated person to have been involved in a violation of any SEC or CFTC regulation or statute?
Yes No
(3) found the applicant or any associated person to have been a cause of the denial, suspension, revocation, or restriction of the authorization of a municipal advisor-related or an investment-related business to operate?
Yes No
(4) entered an order against the applicant or any associated person in connection with municipal advisor-related or investment-related activity?
Yes No
(5) imposed a civil money penalty on the applicant or any associated person, or ordered the applicant or any associated person to cease and desist from any activity?
Yes No
D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority ever:
(1) found the applicant or any associated person to have made a false statement or omission, or been dishonest, unfair, or unethical?
Yes No
(2) found the applicant or any associated person to have been involved in a violation of municipal advisor-related or investment-related regulations or statutes?
Yes No
(3) found the applicant or any associated person to have been the cause of a denial, suspension, revocation, or restriction of the authorization of a municipal advisor-related or an investment-related business to operate?
Yes No
(4) entered an order against the applicant or any associated person in connection with a municipal advisor-related or investment-related activity?
Yes No
(5) denied, suspended, or revoked the registration or license of the applicant or that of any associated person, or otherwise prevented the applicant or any associated person, by order, from associating with a municipal advisor-related or investment-related business or restricted the activities of the applicant or any associated person?
Yes No
E. Has any self-regulatory organization or commodities exchange ever:
(1) found the applicant or any associated person to have made a false statement or omission?
Yes No
(2) found the applicant or any associated person to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?
Yes No
(3) found the applicant or any associated person to have been the cause of a denial, suspension, revocation or restriction of the authorization of a municipal advisor-related or an investment-related business to operate?
Yes No
(4) disciplined the applicant or any associated person by expelling or suspending the applicant or the associated person from membership, barring or suspending the applicant or the associated person from association with other members, or by otherwise restricting the activities of the applicant or the associated person?
Yes No
F. Revocation or Suspension:
Has the applicant or any associated person ever had an authorization to act as an attorney, accountant, or federal contractor revoked or suspended?
Yes No
G. Regulatory Proceedings:
Is the applicant or any associated person currently the subject of any regulatory proceeding that could result in a "Yes" answer to any part of Item 9-C, 9-D, or 9-E.?
Yes No
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?
Yes No
(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)?
Yes No
(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?
Yes No
(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)?
Yes No
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:
A. Did the applicant have annual receipts of less than $7 million during its most recent fiscal year (or during the time the applicant has been in business, if it has not completed its first fiscal year in business)?
Yes No
B. Is the applicant affiliated with any business or organization that had annual receipts of $7 million or more during its most recent fiscal year (or during the time it has been in business, if it has not completed its first fiscal year in business)?
Yes No
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.
Steve Kennedy
Signature:
Date:
Steve Kennedy
Printed Name:
Advisor CRD Number (if any):
Principal/Chief Compliance Officer
Title:
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.
Signature:
Date:
Printed Name:
Advisor CRD Number (if any):
Title:
SCHEDULE A Direct Owners and Executive Officers of the Applicant
1.
Complete Schedule A only if submitting an initial application. Schedule A asks for information about the applicant's direct owners and executive officers. Use Schedule C to amend this information.
Guidance: To determine direct ownership and executive officer status, see instruction 2 below.
Separate subparts of Schedule A must be completed for: (1) direct owners that are business entities, and (2) direct owners and executive officers who are natural persons, as follows:
• 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.
2.
List in either Schedule A-1 or Schedule A-2 below, or both, as applicable, the full names of:
(a) If applicant is organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of the applicant's voting securities, unless applicant is a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act). Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of the applicant's voting securities. 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;
(b) If the applicant is organized as a partnership, all general partners and each limited and special partner that has the right to receive upon dissolution, or has contributed, 5% or more of the applicant's capital;
(c) In the case of a trust, a person that directly owns 5% or more of a class of the applicant's voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of the applicant's capital, the trust and each trustee;
(d) If the applicant is organized as a limited liability company ("LLC"), (i) each member that has the right to receive upon dissolution, or has contributed, 5% or more of the applicant's capital, and (ii) if managed by elected managers, all elected managers; and
(e) Each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer, director and any other individuals with similar status or functions (applies in Schedule A-2 only).
3.
In the DE/FE column of Schedule A-1 below, enter "DE" if the owner is a domestic entity, or "FE" if the owner is an entity organized, incorporated or domiciled in a foreign country.
4.
Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member. For shareholders or members, indicate the class of securities owned (if more than one is issued). In the next column indicate the date that the title or status was acquired.
5.
Ownership Codes are:
NA - less than 5%
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
6.
(a) In the Control Person column, enter "Yes" in the first sub-column if the person has control as defined in the Glossary of Terms to Form MA, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR sub-column (Schedule A-1 only) enter "PR" if the owner is a public reporting company under Section 12 or 15(d) of the Exchange Act.
7.
(a) For Schedule A-1, enter the organization CRD number. If not registered with the CRD, then enter the IRS Tax Number, Employer Identification Number ("EIN"), or Foreign Business Number.
(b) For Schedule A-2, enter the individual CRD number. If not registered with the CRD, then enter 0000000.
8.
Does applicant have any indirect owners to be reported on Schedule B? Yes No
Schedule A-1: Direct Owners of Applicant - Business Entities
Schedule A-2: Direct Owners and Executive Officers of Applicant – Natural Persons
NATURAL PERSON FULL LEGAL NAME
Enter all the letters of each name and not initials or other abbreviations. If no middle name, enter NMN on that line.
Last Name:
First Name:
Middle Name:
Title or Status:
Principal/Chief Compliance Officer
Date Title or Status Acquired:
Ownership Code:
NA - less than 5%
B - 10% but less than 25%
D - 50% but less than 75%
A - 5% but less than 10%
C - 25% but less than 50%
E - 75% or more
Control Person:
YES NO
Individual CRD No. (If none: enter 0000000):
CRD No.:
SCHEDULE B Indirect Owners of the Applicant
Guidance: To determine indirect ownsership, see instructions 2 and 3 below.
1.
Complete Schedule B only if applicant is submitting an initial application. Schedule B asks for information about the applicant's indirect owners. The applicant must first complete Schedule A, which asks for information about direct owners. For purposes of Schedule B, an "indirect owner" includes any owner of 25% or more of any direct owner listed in Schedule A, and any owner of 25% or more of each such indirect owner going up the chain of ownership. Use Schedule C to amend the information in this schedule.
Separate subparts of Schedule B must be completed for: (1) indirect owners that are business entities, and (2) indirect owners who are natural persons, as follows:
• 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.
2.
With respect to each direct owner listed on Schedule A 1 (business entities), list in either Schedule B-1 or Schedule B-2 below, as applicable:
(a) in the case of a direct owner listed on Schedule A-1 that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a class of a voting security of that corporation;
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.
(b) in the case of a direct owner listed on Schedule A-1 that is a partnership, all general partners and each limited and special partner that has the right to receive upon dissolution, or has contributed, 25% or more of the partnership's capital;
(c) in the case of a direct owner listed on Schedule A-1 that is a trust, the trust and each trustee; and
(d) in the case of a direct owner listed on Schedule A-1 that is a limited liability company ("LLC"), (i) each member that has the right to receive upon dissolution, or has contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, each elected manager.
3.
Continue up the chain of indirect ownership listing all 25% shareholders at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is reached, no further ownership information need be given.
4.
In the DE/FE column in Schedule B-1 below, enter "DE" if the indirect owner is a domestic entity, or "FE" if the owner is an entity organized, incorporated or domiciled in a foreign country. Complete the next column by indicating the entity in the chain of ownership in which this indirect owner has an interest.
5.
Complete the Status column by entering the indirect owner's status as partner, trustee, elected manager, shareholder, or member. For shareholders or members, indicate the class of securities owned (if more than one is issued).
6.
Ownership Codes are:
C - 25% but less than 50%
D - 50% but less than 75%
E - 75% or more
F - Other (general partner, trustee, or elected manager)
7.
(a) In the Control Person column, enter "Yes" in the first sub-column if the person has control as defined in the Glossary of Terms to Form MA, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR sub-column, for Schedule B-1 only, enter "PR" if the indirect owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
8.
(a) For Schedule B-1, enter the organization CRD number. If not registered with the CRD, then enter the IRS Tax Number, Employer Identification Number ("EIN"), or Foreign Business Number.
(b) For Schedule B-2, enter the individual CRD number. If not registered with the CRD, then enter 0000000.
Schedule B-1: Indirect Owners of Applicant – Business Entities
Schedule B-2: Indirect Owners of Applicant – Natural Persons
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.
Initial application to register as a municipal advisor with the SEC.
Annual update of municipal advisor’s Form MA, for fiscal year ended
, or, if a sole proprietor, for calendar year ended December 31, .
Yes
No