13.2 Registration Requirements

Series 65 Uniform Investment Adviser Law

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1 Introduction

About the Series 65 How to Use This Guide

2 Chapter 1: Economic Factors & Business Cycles

1.1 Business Cycles 1.2 Monetary Policy 1.3 Fiscal Policy 1.4 Inflation & Deflation 1.5 Interest Rates & Yield Curves 1.6 Global Economic Factors

3 Chapter 2: Financial Reporting & Analytical Methods

2.1 Financial Statements Overview 2.2 Accounting Fundamentals 2.3 SEC Filings & Annual Reports 2.4 Financial Ratios 2.5 Time Value of Money 2.6 IRR and NPV 2.7 Descriptive Statistics

4 Chapter 3: Types of Risk

3.1 Systematic (Market) Risk 3.2 Unsystematic (Company-Specific) Risk 3.3 Interest Rate & Reinvestment Risk 3.4 Inflation & Currency Risk 3.5 Liquidity Risk & Opportunity Cost 3.6 Risk Measurement & Portfolio Theory

5 Chapter 4: Cash Equivalents & Fixed Income Securities

4.1 Cash & Cash Equivalents 4.2 Treasury Securities 4.3 Agency Securities 4.4 Corporate Bonds 4.5 Municipal Bonds 4.6 Bond Pricing & Yields

6 Chapter 5: Equity Securities

5.1 Common Stock 5.2 Preferred Stock 5.3 Shareholder Rights & Corporate Actions 5.4 Equity Valuation Methods 5.5 ADRs, REITs & Other Equity Securities

7 Chapter 6: Pooled Investments

6.1 Mutual Funds 6.2 Mutual Fund Costs & Fees 6.3 Exchange-Traded Funds (ETFs) 6.4 Closed-End Funds & UITs 6.5 Hedge Funds & Private Equity

8 Chapter 7: Derivatives, Alternative Investments & Insurance Products

7.1 Options Basics 7.2 Options Strategies 7.3 Alternative Investments 7.4 Annuities 7.5 Life Insurance Products

9 Chapter 8: Client Types & Profiles

8.1 Individual Clients 8.2 Business Entity Clients 8.3 Trusts & Estates 8.4 Accredited & Qualified Investors 8.5 Suitability & Know Your Customer

10 Chapter 9: Portfolio Theory & Capital Markets

9.1 Modern Portfolio Theory 9.2 Capital Asset Pricing Model (CAPM) 9.3 Efficient Market Hypothesis 9.4 Risk & Performance Measures 9.5 Asset Allocation

11 Chapter 10: Portfolio Management Strategies

10.1 Investment Styles 10.2 Portfolio Management Techniques 10.3 Fixed Income Strategies 10.4 Return Calculations

12 Chapter 11: Tax Considerations & Retirement Planning

11.1 Capital Gains & Investment Taxes 11.2 Retirement Plans Overview 11.3 Individual Retirement Accounts (IRAs) 11.4 Education Savings Plans 11.5 Distributions & RMDs

13 Chapter 12: ERISA, Special Accounts & Performance Measures

12.1 ERISA Requirements 12.2 Special Account Types 12.3 Performance Measures & Reporting 12.4 QDROs & Special Situations

14 Chapter 13: Regulation of Investment Advisers

13.1 Investment Advisers Act of 1940 13.2 Registration Requirements 13.3 Recordkeeping Requirements 13.4 Custody Requirements 13.5 Exempt Reporting Advisers

15 Chapter 14: Regulation of Investment Adviser Representatives

14.1 IAR Definition & Requirements 14.2 Registration & Post-Registration 14.3 IARs of Federal Covered Advisers

16 Chapter 15: Regulation of Broker-Dealers & Agents

15.1 Broker-Dealer Definition 15.2 Agent Registration 15.3 Regulation Best Interest

17 Chapter 16: Securities Registration & Exemptions

16.1 Uniform Securities Act 16.2 Securities Registration Methods 16.3 Exempt Securities 16.4 Exempt Transactions

18 Chapter 17: Communications & Client Relationships

17.1 Advertising Rules 17.2 Social Media & Electronic Communications 17.3 Client Agreements & Disclosure 17.4 Proxy Voting & Other Obligations

19 Chapter 18: Ethics & Fiduciary Obligations

18.1 Fiduciary Duties 18.2 Prohibited Practices 18.3 Senior & Vulnerable Adult Protection 18.4 AML & Compliance Programs

13.2 Registration Requirements

Key Takeaways Explain This Topic AI

$110M+ must register with the SEC; $100M-$110M may; under $100M register with states.

The buffer zone prevents switching until below $90M or above $110M.

Form ADV Part 1 is registration info; Part 2 is the client brochure.

Part 2 must be delivered before or at contract time.

Annual updating amendment is due within 90 days of fiscal year-end.

Last updated: October 2026

Registration Requirements for Investment Advisers

Investment advisers must register either with the SEC (federal) or with state securities regulators, depending primarily on their assets under management (AUM). This split was created by the National Securities Markets Improvement Act of 1996 (NSMIA), which added section 203A to the Advisers Act; the Dodd-Frank Act (2010) moved most mid-sized advisers ($25 million to $100 million) to state registration.

• SEC vs. State Registration Thresholds
• AUM-Based Registration Requirements

• AUM Level Registration Requirement
• $110 million+ Must register with SEC
• $100-$110 million May register with SEC (buffer zone)
• $25-$100 million Must register with state(s)
• Under $25 million Must register with state(s)
• The Buffer Zone ($90-$110 Million)

The SEC created a buffer to prevent advisers from constantly switching between state and federal registration:

• Situation Action Required
• Reaches $110M Must register with SEC within 90 days of annual filing
• Falls below $90M Must withdraw from SEC within 180 days and register with state
• Between $90M-$110M May remain with current regulator
• Calculating Regulatory AUM (RAUM)

• Include Exclude
• Securities portfolios with continuous supervision Assets for which adviser provides no ongoing advice
• Proprietary assets managed as if client assets Assets under sub-adviser management
• Family assets if required to report Impersonal advisory services

RAUM is calculated and reported annually in Form ADV.

• SEC Registration Categories
• Must Register with SEC (Regardless of AUM)

• Category Reason
• Advisers to Registered Investment Companies Mutual funds, ETFs, closed-end funds
• May Register with SEC (Exempt from the Prohibition, Regardless of AUM)

• Category Reason
• Multi-State Advisers Would otherwise be required to register in 15 or more states
• Pension Consultants Advise on at least $200 million of plan assets
• Internet Advisers Advise all clients exclusively through an operational interactive website
• Cannot Register with SEC

• Category Reason
• Under $25 million AUM Too small (unless other exemption applies)
• Under $100 million in fewer than 15 states State-registered only

On the Exam: Remember the key thresholds: $25M (minimum for SEC consideration), $100M (may register), $110M (must register), $90M (must withdraw if falls below).

Form ADV

Form ADV is the primary registration document for investment advisers.

Form ADV Part 1

• Section Contents
• Part 1A SEC-registered advisers (business info, AUM, clients, disciplinary history)
• Part 1B State-registered advisers (additional state-required information)
• Schedules DRPs (Disclosure Reporting Pages) for disciplinary events
• Form ADV Part 2 (Brochure)

• Section Contents
• Part 2A Firm Brochure - plain English description of services, fees, conflicts, disciplinary history
• Part 2A Appendix 1 Wrap Fee Program Brochure (if applicable)
• Part 2B Brochure Supplement - information about supervised persons providing advice
• Filing Through IARD

• Requirement Details
• System Investment Adviser Registration Depository (IARD)
• Annual Updating Amendment Within 90 days of fiscal year-end
• Material Changes Prompt amendment required
• Part 1 Updates Promptly when specified items become inaccurate (Form ADV General Instruction 4)
• Part 3 (Form CRS) Within 30 days of becoming materially inaccurate (SEC-registered advisers)
• Client Delivery Requirements
• Form ADV Part 2 Delivery

• Timing Requirement
• Initial Before or at time of entering advisory contract

Annual Within 120 days of fiscal year-end, if the brochure has materially changed (summary of material changes OR updated brochure)

Material Changes Promptly, if disciplinary information (Part 2A Item 9) is added or materially revised: amended brochure or a statement of the change

Part 2B (Brochure Supplement) Delivery

• Timing Requirement
• Initial Before or at time supervised person begins providing advice
• Updates Promptly if disciplinary information (Part 2B Item 3) is added or materially revised
• State Registration Requirements
• State-Registered Advisers

• Requirement Details
• Home State Must register in state of principal office
• Other States Register where clients are located (unless de minimis exemption applies)
• Filing Form ADV through IARD
• State-Specific Some states have additional requirements
• Key Takeaways
• $110M+ = must register SEC; $100-$110M = may register SEC; under $100M = state
• Buffer zone prevents constant switching: stay until below $90M or above $110M
• Form ADV Part 1 = registration info; Part 2 = client brochure
• Part 2 must be delivered before or at time of entering advisory contract
• Annual updating amendment due within 90 days of fiscal year-end

Loading diagram... Registration Thresholds