Phoenix Advisors LLC
Phoenix Advisors LLC
05/12/2024 | Press release | Archived content
Amendment to Application for Municipal Advisor Registration (Form MA/A)
FORM MA
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
OMB APPROVAL
AMENDMENT OF A PRIOR APPLICATION FOR MUNICIPAL ADVISOR REGISTRATION FOR BUSINESS ENTITIES
OMB Number:��3235-0681
Estimated average burden hours per response:�0.5
Form MA Applicant's Information
CIK
CCC
Submission Contact Information
Contact Person for this Filing
Anthony Inverso�
Contact Phone
Contact Email Address
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:
Phoenix Advisors, 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:
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):
(Specify):
�
�
SEC File No. (if any):
�
EDGAR CIK (if any):
Another federal or state regulator(Specify):
�
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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 onSection 1-D of Schedule D.
E. Principal Office and Place of Business
(1) Address:�Do not use a P.O. Box.
Street Address 1:
625 Farnsworth Avenue�
Street Address 2:
�
City:
BORDENTOWN�
State/Country:
NEW JERSEY �
Postal Code:
08505�
Telephone Number at this location:
609-291-0130�
Fax Number (if any) at this location:
�
For non-US telephone and fax numbers, include country code with area code and local number.
Is this address a private residence? A private residential address will not be included in publicly available versions of this registration form.
Yes No
(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)
muniadvisors.com�
(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:
Inverso�
First Name:
Anthony�
Middle Name:
Peter�
Other title(s), if any:
Street Address 1:
625 Farnsworth Avenue�
Street Address 2:
�
City:
Bordentown�
State/Country:
NEW JERSEY �
Postal Code:
08505�
For non-US telephone and fax numbers, include country code with area code and local number.
Telephone Number:
6092910130�
Fax Number:
6092919940�
E-mail Address of Chief Compliance Officer:
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.
Enter all the letters of each name and not initials or other abbreviations. If no middle name, enter NMN on that line.
Last Name:
Thompson�
First Name:
David�
Middle Name:
Baxter�
Other title(s), if any:
Street Address 1:
625 Farnsworth Avenue�
Street Address 2:
�
City:
Bordentown�
State/Country:
NEW JERSEY �
Postal Code:
08505�
For non-US telephone and fax numbers, include country code with area code and local number.
Telephone Number:
6092910130�
Fax Number:
6092919940�
E-mail Address of Contact Person:
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)
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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) retainers
(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)
Post-issuance compliance�
Item 5 Other Business Activities
A. Applicant is actively engaged in business in or as a:
�
Is Applicant Actively Engaged?
Check all that apply.
Check all that apply.
Is this Applicant's Primary Business(es)?
Check all that apply.
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)
14. Investment adviser (including financial planners)
15. Attorney or law firm (Jurisdiction(s) where licensed)
Jurisdiction(s) where licensed (specify)
�
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16. Accountant or accounting firm (Jurisdiction(s) where licensed)
Jurisdiction(s) where licensed (specify)
�
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17. Engineer or engineering firm
Jurisdiction(s) where licensed
�
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18. Other financial product advisor
(specify)
�
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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 ifthe 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.
Anthony P. Inverso�
Signature:
Date:
Anthony P. Invreso�
Printed Name:
Advisor CRD Number (if any):
Senior Managing Director/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
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:
CEO�
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.:
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:
Senior Managing Director�
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.:
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:
Senior Managing Director, 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.:
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:
Managing Director�
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.:
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:
Managing Director�
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.:
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:
Managing Director�
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)
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 C
Amendments to Schedules A and B
1.
Use Schedule C only to amend information requested on either Schedule A or Schedule B. Refer to instructions in Schedule A and Schedule B, which also apply for this Schedule C.
2.
In the Type of Amendment column, indicate "A" (addition), "D" (deletion), or "C" (change in information about the same person).
3.
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
- F - Other (general partner, trustee, or elected member)
4. ����List below all changes to Schedule A:
Schedule A-1: Direct Owners of Applicant - Business Entities
Schedule A-2: Direct Owners and Executive Officers of Applicant - Natural Persons
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.
Select only one: AddDelete Amend
Street Address 1:
Street Address 2:
City:
State/Country:
CONNECTICUT �
Postal Code:
Is this address a private residence?
A private residential address will not be included in publicly available versions of this registration form.
Telephone number at this location:
Fax number (if any) a this location:
Select only one: AddDelete Amend
Street Address 1:
Street Address 2:
City:
State/Country:
NEW JERSEY �
Postal Code:
Is this address a private residence?
A private residential address will not be included in publicly available versions of this registration form.
Telephone number at this location:
Fax number (if any) a this location:
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.
�
CRIMINAL ACTION DISCLOSURE REPORTING PAGE (MA)
REGULATORY ACTION DISCLOSURE REPORTING PAGE (MA)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP MA) is an INITIALOR AMENDEDresponse used to report details for affirmative responses to Items 9-C, 9-D, 9-E, 9-F or 9-G of Form MA.
Check item(s) being responded to:�
�9-C(1)����
�9-C(2) ���
�9-C(3)��
�9-C(4)
�9-C(5)
9-D(1)
9-D(2)
9-D(3)�
�9-D(4)��
�9-D(5)
��9-E(1)�
�9-E(2)�
�9-E(3)��
�9-E(4)
�
�9-F���
�9-G
�
�
�
How to Report an Event or Proceeding on a Regulatory Action DRP: � Use a separate DRP for each event or proceeding .� The same event or proceeding may be reported for more than one person or entity using one DRP.�One event may result in more than one affirmative answer to Items 9-C, 9-D, 9-E, 9-F, and/or 9-G. �If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
REGULATORY ACTION DRP PART 1
Check all that apply, except where noted
A.��� The person(s) or entity(ies) for whom this DRP is being filed is (are) the: ��
Applicant (the municipal advisory firm)
Applicant and one or more of the applicant's associated person(s)
One or more of applicant's associated person(s)
1. Applicant
(a) Is this DRP an amendment filed for the applicant that seeks to remove a previously filed DRP concerning the applicant from the record?
YES��� NO
(b) If "Yes," the reason the DRP should be removed is:
The applicant is registered or applying for registration and the event or proceeding was resolved in the applicant's favor.
The DRP was filed in error.
Explain the circumstances:
�
2. Associated Person(s)
(a) Does this DRP concern one or more associated persons?
Yes��� No
����(i) If "Yes," indicate the total number of such associated person(s):
(b) Identify each such associated firm and/or natural person in the space below:
Applicant
B.�DRP Filed Elsewhere for This Event:
����Is an accurate and up-to-date DRP containing the information regarding the applicant or associated person required by this DRP already on file (a) in the IARD or CRD system (with a Form ADV, BD, or U4), or (b) in the SEC's EDGAR system (with a Form MA or Form MA-I)?
Yes No
REGULATORY ACTION DRP PART 2
1.�Regulatory Action was initiated by:
A. Select the Appropriate Item. (Select only one. A separate Regulatory Action DRP is required for each such regulator or other authority.)
SEC
State
Foreign Financial Regulatory Authority
CFTC
SRO
Other: (specify)
Federal Banking Agency
National Credit Union Administration
Other Federal Authority
B. Full name of the individual regulator (if not fully identified in Item 1-A.) or other authority that initiated the action. For a foreign financial regulatory authority, please provide the full name in English.
�
2. Sanction(s) Sought: Check all that apply.
Bar (Permanent)
Disgorgement
Restitution
Bar (Temporary / Time Limited)
Expulsion
Requalification
Cease and Desist
Injunction
Revocation
Censure
Prohibition
Suspension
Civil and Administrative Penalty(ies)/Fine(s)
Reprimand
Undertaking
Denial
Rescission
�
Other Sanction(s) Sought (list each such additional sanction):
3. Date Initiated (MM/DD/YYYY): � �� �Exact �Explanation � ����� ��
If not exact, provide explanation:�
�
4. Regulatory Action was brought in (if brought in a foreign jurisdiction, provide all the information below in English):
A. Name of the Administrative Proceeding, Commission/Agency Hearing, or other regulatory proceeding or forum:
Order Instituting Administrative and Cease-And-Desist Proceedings Pursuant to Sections 15B and 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a Cease-And-Desist Order�
��
B. Location of the Proceeding / Hearing:
Street Address 1
Street Address 2
City or County
MASSACHUSETTS �
State/Country
Postal Code
C. Docket/Case Number:
3-22122�
5. A.�Principal Product Type (check appropriate item):
No Product
Annuity - Charitable
Direct Investment - DPP & LP Interest
Oil & Gas
Annuity - Fixed
Equipment Leasing
Options
Annuity - Variable
Equity Listed (Common & Preferred Stock)
Penny Stock
Banking Product
(other than CD)
(other than CD)
Equity OTC
Prime Bank Instrument
CD
Futures - Commodity
Promissory Note
Commodity Option
Futures - Financial
Real Estate Security
Debt - Asset Backed
Index Option
Security Futures
Debt - Corporate
Insurance
Security-based Swap
Debt - Government
Investment Contract
Swap
Debt - Municipal
Money Market Fund
Unit Investment Trust
Derivative
Mutual Fund
Viatical Settlement
Other Principal Product Type specify:
�� B. �Other Product Types? �� � Yes No
������ If "Yes," describe each additional product type:��
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6.�Allegations: Describe the allegations related to this regulatory action.� (The response must fit within the space provided.)
violation of MSRB Rules G-8 and G-9 relating to preservation of written communications associated with sending text messages. MSRB Rule G-44 relating to supervision associated with sending text messages, and Section 15B(c)(1) of Exchange Act relating to use of text messaging�
7.���� Current Status:�� �� ������� �Pending �On Appeal �Final
8.���� Pending:� If you checked Item 7 Pending, provide the following information.
A. Date Served: The date that notice or other process was served (MM/DD/YYYY): � Exact ����� � Explanation�
If not exact, provide explanation:�
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B. Limitation or Restrictions: Are there any limitations or restrictions currently in effect?
Yes No
If the answer is "Yes," provide details:�
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9. On Appeal - Administrative or Judicial Review of the Regulatory Action: If you appealed, provide the following information.
A. Name of Regulator or Court Action Appealed To: Provide the name of the US regulator (i.e., the SEC, an SRO, other), federal court, state court or state regulator, or a foreign or international court or regulator to whom you appealed. If brought in a foreign jurisdiction, provide all the information below in English.
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B. Location of the Regulator or Judicial Court to Whom You Appealed:
Street Address 1: ��Street Address 2:
City or County:
��State/Country:
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Postal Code:
C. Docket/Case Name:
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D. Docket/Case Number:
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E. Date Appeal filed (MM/DD/YYYY): Exact ����� � Explanation�
If not exact, provide explanation: �
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F. Appeal Details (including status):
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G. Limitation or Restrictions: Are there any limitations or restrictions currently in effect while on appeal? Yes No
If the answer is "Yes," provide details:
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If you checked Item 7 Final or On Appeal, complete Items 10 through 13. For Pending Actions, skip to Item 13.
10.� A.��� Resolution:� How the action was resolved? (Check all the applicable boxes that reflect the most recent resolution of the action by a regulator or a court, whether or not any part of the resolution is on appeal. If any part of the resolution is on appeal, identify in Item 10-B which part is currently on appeal.)
Acceptance, Waiver & Consent (AWC)
Dismissed
Stipulation and Consent
Consent
Judgment Rendered
Withdrawn
Decision
Order
Other: (requires explanation)
Decision & Order of Offer of Settlement
Settled
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Appealed
�������������� Affirmed
�������������� Vacated Nunc Pro Tunc / ab initio
�������������� Vacated & Returned For Further Action
�������������� Vacated / Final
�������������� Other: (requires explanation)
B. Explanation: � (If more than one box in Item 10-A. is checked or Item 10-A. otherwise does not adequately summarize the type of resolution, provide an explanation. For example, if you appealed all or part of a resolution by the regulator or court, indicate what is being appealed.)
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C. Order: If Order is checked above in Item 10-A., does the order constitute a final order based on violations of any laws or regulations that prohibit fraudulent, or deceptive conduct? Yes No
11.� Resolution Date (MM/DD/YYYY): � Exact ���� � � Explanation�
(For a resolution that is being appealed in part, the date to be provided should be the date on which the regulator (reviewing a decision by an SRO or an Administrative Law Judge) or a court provided its resolution.)
If not exact, provide explanation: �
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12.� Resolution Detail:
A. Sanctions: Were any Sanctions Ordered?� Yes �No
B.��� If "Yes," check each individual sanction below that was ordered:���
Bar (Permanent)
Disgorgement*
Restitution*
Bar (Temporary / Time Limited)
Expulsion
Requalification
Cease and Desist
Injunction
Revocation
Censure
Prohibition
Suspension
Civil and Administrative Penalty(ies)/Monetary Fine(s)*
Reprimand
Undertaking
Denial
Rescission
• Monetary Sanction(s): Were one or more sanctions ordered that require a monetary payment? � Yes No
�If "Yes," enter the total amount ordered: $
� Other Sanctions Ordered (list each such additional sanction):
C.��� Sanction Detail (Provide the details of the following specific sanctions, if checked above in Item 12-B.)
� (1)� Barred, Enjoined, or Suspended: If you checked one or more of these sanctions in Item 12-B. above, check the applicable box(es) below and provide the corresponding information.
������� (a)� Barred �
If the applicant or an associated person received in the above action one or more bars from registration capacities, associations, and/or other activities, and the terms specify different time periods, report each in a separate entry.
������� ������(i) Duration (length of time):
������� ��������� Permanent (not limited by length of time).
������� ��������� Temporary / Time Limited. Specify the: Days Months
������� ���������������� ���������������� ���������������� ���������������� �������������� Years
������� ������(ii) Start Date (MM/DD/YYYY): � Exact ����� � Explanation�
������� ���������If not exact, provide explanation:
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������� ������(iii) End Date (MM/DD/YYYY): � Exact ����� � Explanation�
������� ���������If not exact, provide explanation:
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������� ������(iv) Description: Provide remaining details and the registration capacities affected
������� ����������� (General Securities Principal, Financial Operations Principal, etc.). If none, enter "None":
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(b)� Enjoined
If the applicant or an associated person received in the above action one or more injunctions from registration capacities, associations, and/or other activities, and the terms specify different time periods, report each in a separate entry.
������� ������(i) Duration (length of time):
������� ��������� Permanent (not limited by length of time)
������� ��������� Temporary / Time Limited. Specify the: Days Months
������� ���������������� ���������������� ���������������� ���������������� �������������� Years
������� ������(ii) Start Date (MM/DD/YYYY): � Exact ����� � Explanation�
������� ���������If not exact, provide explanation:
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������� ������(iii) End Date (MM/DD/YYYY): � Exact ����� � Explanation�
������� ���������If not exact, provide explanation:
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������� ������(iv) Description: Provide remaining details and the registration capacities affected
������� ����������� (General Securities Principal, Financial Operations Principal, etc.). If none, enter "None":
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(c)� Suspended
If the applicant or an associated person received in the above one or more suspensions from registration capacities, associations, and/or other activities, and the terms specify different time periods, report each in a separate entry.
������� ������(i) Duration (length of time):
������� ��������� Permanent (not limited by length of time)
������� ��������� Temporary / Time Limited. Specify the: Days Months
������� ���������������� ���������������� ���������������� ���������������� �������������� Years
������� ������(ii) Start Date (MM/DD/YYYY): � Exact ����� � Explanation�
������� ���������If not exact, provide explanation:
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������� ������(iii) End Date (MM/DD/YYYY): � Exact ����� � Explanation�
������� ���������If not exact, provide explanation:
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������� ������(iv) Description: Provide remaining details and the registration capacities affected
������� ����������� (General Securities Principal, Financial Operations Principal, etc.). If none, enter "None":
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(2)�� Requalification:
�� Was requalification by examination, retraining, or other process a condition of a sanction? ������� ���� ������� ���� ������� ���� � YES � NO
If the applicant or an associated person received in the above action one or more requalifications in connection with registration capacities, associations, and/or other activities, and the terms specify different time periods, report each in a separate entry.
If "Yes," provide the following details:
� (a) Length of time given to requalify, retrain, or complete other process:
������� ���������� No time period is specified.
������� ��������� Time period is specified: Days Months
������� ���������������� ���������������� �������� ���� ���������� Years
(b) Type of examination, retraining, or other process required:
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�(c)� Was the condition satisfied?��� � Yes No
������ �����(1)�� If "Yes," provide the date (MM/DD/YYYY):
������ �����(2)�� If "No," explain the circumstances:�
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(3)�� Monetary Sanction(s):� If you indicated in Item 12-B above that one or more monetary sanctions were ordered, provide the following information.
(a)�Total Amount Ordered:� $
(b)�Portion levied against:
Applicant��(i) Amount Ordered:� ��������������� $
��(ii) Was any portion waived?� Yes No If "Yes," how much?����� �
��(iii) Final Amount:�� $ ��
��(iv) Was final amount paid in full?���� Yes No
�� �� If "Yes," date paid in full (MM/DD/YYYY): ��
���� If "No," explain the circumstances:
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Associated Person
��(i) Amount Ordered: $ �
��(ii) Was any portion waived?� Yes No If "Yes," how much?����� $ �
��(iii) Final Amount:������������������������ $ ��
��(iv) Was final amount paid in full?���� Yes No
�� �� If "Yes," date paid in full (MM/DD/YYYY): ��
���� If "No," explain the circumstances:
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Provide the information for each additional associated person below:
13.� Summary of Circumstances:
Use this space to provide a brief summary of the circumstances leading to the action, allegation(s), finding(s) and disposition(s), if any. Include any relevant information on the current action status, and on any terms, conditions, and dates not already provided above, and any other relevant information. The information must fit within the space provided.
In July 2023, the Securities and Exchange Commission (SEC) commenced an initiative to investigate whether municipal advisors were properly retaining messages related to municipal advisory activities that were sent and/or received by employees using unapproved electronic communication methods for the period beginning July, 2020 and ending August, 2023. Phoenix Advisors cooperated with the investigation by voluntarily gathering and reviewing messages on electronic devices. The SEC investigation determined that, during the relevant period, certain personnel had engaged in off-channel communications relating to municipal advisory activities, involving both other employees of the firm and external contacts, that were not correctively preserved. Phoenix Advisors settled with the SEC and paid its fine on September 23, 2024.�