INSTRUCTIONS FOR INVESTMENT ADVISER REGISTRATION

Page 1 of 11

INSTRUCTIONS

FOR

INVESTMENT ADVISER

REGISTRATION

4/2022

Page 2 of 11

TABLEOFCONTENTS



I. Who Must Register with the New Jersey Bureau of Securities

A. Investment Advisers 3

B. Investment Adviser Representatives 3

C. Accountants 5

D. Registration Exemptions 5

II. How to Register with the New Jersey Bureau of Securities

A. Investment Adviser Registration Depository

(IARD) 6

B. Items to File 7

C. Investment Adviser Representative Registration 7

D. Renewals 9

E. Amendments 9

F. Withdrawals 9

III. Examination Requirements

A. Waivers 10

B. Grandfather Provisions 11

C. Requests for Examinations 11

Page 3 of 11

I. WHOMUSTREGISTERWITHTHENEWJERSEYBUREAUOFSECURITIES



A. InvestmentAdvisers

The New Jersey Uniform Securities Law (1997) (“the Law”), at N.J.S.A. 49:3-49(g), defines

“investment adviser” as any person who, for direct or indirect compensation, engages in the

business of advising others, either directly or through publications or writing, as to the value

of securities or the advisability of investing in, purchasing, selling, or holding securities, or

who, for compensation and as a part of a regular business, issues or promulgates analyses or

reports concerning securities.

Any financial planner or other person who provides investment advisory services to others

for compensation as part of a business, or who holds himself out as providing investment

advisory services to others for compensation, comes within the definition of “investment

adviser.”

An agent of a broker-dealer who uses a corporate name or trade name entity (together “DBA

entity”) to provide investment advice away from the broker-dealer, must register the DBA

entity with the New Jersey Bureau of Securities (“Bureau”) as an investment adviser unless

otherwise exempt.

Exclusions from the definition of an investment adviser can be found at N.J.S.A. 49:3 49(g)(2).

It is unlawful for any person to act as an investment adviser in New Jersey unless that person

is registered, exempt or notice filed with the Bureau.



B. InvestmentAdviserRepresentatives



N.J.S.A. 49:3-49(s), defines “investment adviser representative” as a person, including but

not limited to a partner, officer, or director, or a person occupying a similar status or

performing similar functions, or other individual, except clerical or ministerial personnel,

Page 4 of 11

who is employed by or associated with an investment adviser registered with the Bureau, or

who has a place of business located in New Jersey and is employed by or associated with a

person registered or required to be registered as an investment adviser with the U.S.

Securities and Exchange Commission, and who does any of the following:

1. makes any recommendations or otherwise renders advice regarding securities if the

person has direct advisory client contact;

2. manages accounts or portfolios of clients;

3. determines recommendations or advice regarding securities;

4. solicits, offers, or negotiates for the sale of or sells investment advisory services; or

5. directly supervises any investment adviser representative or the supervisors of those

investment adviser representatives.

Please note, an individual who solicits for the sale of or who sells investment advisory

services as described above acts as a “solicitor,” and is required to register as an investment

adviser representative.

However, “investment adviser representative” does not include a broker-dealer or broker-

dealer agent.

It is unlawful for any person to act as an investment adviser representative in New Jersey

unless that person is registered with the Bureau or exempt from registration.

Investment adviser representatives must register with the Bureau as follows:

State registered firms:

 Any investment adviser representative with a place of business in New Jersey must

 Any investment adviser representative located outside New Jersey, but doing

business in New Jersey must register with the Bureau.

Page 5 of 11

Federally registered notice filing firms:

 Investment adviser representatives must be registered with the Bureau if the

investment adviser representative has a place of business located in New Jersey.

C. Accountants

On November 16, 1998, the New Jersey Board of Accountancy adopted regulations

permitting accountants in New Jersey to receive commissions, performance fees, and

contingent fees from non-attest clients. These regulations can be found at N.J.A.C. 13:29-3.8

and 3.12. These regulations have led many New Jersey accounting firms to explore the

possibility of functioning as investment advisory firms. Unless an exemption or exclusion

from registration exists, such an accounting firm (or a specially created subsidiary) must

persons to arrange such fees must register as investment adviser representatives with the

Bureau.



D. RegistrationExemptions

1. Assetsundermanagement

Dodd-Frank establishes a threshold of $100 million assets under management (AUM) for

federally covered investment advisers, with a buffer of $90 - $110 million for fluctuation of

AUM. In New Jersey, all investment advisers with $100 million ($90 million) or less under

management will be required to register with the Bureau unless they fall between $25

million and $100 million and are required to be registered in 15 or more states, or the

investment adviser qualifies for an exemption under Rule 203A-2 of the Investment Advisers

Act of 1940.

2. DeMinimisExemption

If the investment adviser firm has five clients or fewer in New Jersey during any consecutive

period of 12 months the firm is not required to register with the Bureau. N.J.S.A. 49:3-56(g).

Page 6 of 11

II. HOW TO REGISTER WITH THE NEW JERSEY BUREAU OF SECURITIES

A. Investment Adviser Registration Depository

(lARD)

The Bureau uses the IARD to process data and fees regarding both investment advisers and

investment adviser representatives. The IARD is sponsored by the states (including New

Jersey) and the U.S. Securities and Exchange Commission, and is operated by FINRA. Further

information about the IARD can be obtained from its website, http://www.iard.com. For

IARD user information and questions, you can contact the IARD support line at (240) 386-

4848.

The following forms and fees should be processed through the IARD:

 Form ADV (firm registration);

 Form U4 (investment adviser representative registration);

 Form ADV-W (investment adviser withdrawal);

 Form U5 (investment adviser representative withdrawal);

 Investment adviser initial and renewal fee payments ($375 per firm/year); and

 Investment adviser representative initial and renewal fee payments ($130 per

representative/year.

Single person firms set up as sole proprietorships need only pay an investment adviser firm

fee. This does not apply if the firm is incorporated or an LLC. To determine if you need to

pay both fees, contact the Bureau.

Additional information and documentation required for registration or notice filing must be

sent in electronic format to the Bureau, as more fully described in the companion document,

New Jersey Specific Forms for Investment Adviser Registration, and summarized below.

Page 7 of 11

B. Items to File

1. NewJerseyPrinciplePlaceofBusiness

In addition to the forms and fees required to be processed through the IARD, the following

items must be electronically provided to the Bureau:

 A financial statement accompanied by a notarized certification attesting to the

accuracy of the information contained in the financial statement;

 Sample investment advisory contract;

 Sample business card, letterhead, brochure, circular, advisory newsletter, form letter,

advertisement, or sales literature intended for distribution to prospective clients;



2. PrinciplePlaceofBusinessnotNewJersey

In addition to the forms and fees required to be processed through the IARD, the following

items must be electronically provided to the Bureau.

 A financial statement accompanied by a notarized certification attesting to the

accuracy of the information contained in the financial statement;

 Sample investment advisory contract;

 Sample business card, letterhead, brochure, circular, advisory newsletter, form letter,

advertisement, or sales literature intended for distribution to prospective clients; and

 A written declaration that the investment adviser is in compliance with the

requirements of its home state as to books and records, bonding, and net capital.

3. SECRegisteredStateNoticeFilers

Only the forms and fees required to be filed through the IARD are required.

C. Investment Adviser Representative Registration

Prior to registering investment adviser representatives in New Jersey, the investment

adviser firm must be registered or notice filed in New Jersey.

Page 8 of 11

1. Forms and Fees

Investment adviser representative registration is commenced by electronic transmission of

the applicant’s Form U4 via the IARD. The application fee of $130 will be automatically

deducted from the firm’s IARD account. If the applicant needs to take an examination, the

requisite exam should be selected on the Form U4. The examination fee will be automatically

deducted the from the firm's IARD account.

2. Criminal History Background Check

Every individual applying for registration as an investment adviser representative must

submit to being fingerprinted for a criminal history background check. The State of New

Jersey has contracted with a vendor, IDEMIA, to perform this service. IDEMIA has

established permanent sites throughout New Jersey as well as operating several mobile

units.

Prior to contacting IDEMIA, each applicant MUST complete the Certification and

Authorization Form for a Criminal History Background Check (“Authorization Form”), NJBOS

Form 4. The Authorization Form must be electronically returned to the Bureau. Once the

Bureau receives the Authorization Form, instructions will be emailed to you detailing how

to schedule an appointment with IDEMIA. If you are not located in New Jersey, the

instructions will also detail how to submit fingerprints to the Bureau. If you were

fingerprinted by IDEMIA or MorphoTrust after November 2003 as part of the criminal

history background process for registration by the Bureau or the New Jersey Division of

Consumer Affairs, you do not need to be fingerprinted again. However, a criminal history

background check must be performed each time an application for registration is submitted.

The instructions will provide further details on payment for the criminal history background

check.

Please note, applicants who are currently registered with a FINRA broker-dealer do not need

to submit fingerprints if they have already had a criminal background check through FINRA.

Page 9 of 11

D. Renewals

1. Investment Advisers

Investment adviser registrations and notice filings, once effective, expire on December 31 of

each year. Registrations and notice filings must be renewed annually for the investment

adviser to remain current. The renewal fee is $375. For all investment advisers, pay the

renewal fee through the IARD. No additional paperwork is involved.

2. Investment Adviser Representatives

Investment adviser representative registrations, once effective, expire on December 31 of

each year. Registrations must be renewed annually for the investment adviser

representative to remain current. The renewal fee is $130. For all investment adviser

representatives, pay the renewal fee through the IARD. No additional paperwork is involved.

E. Amendments

Amendments to Form ADV must be filed with the IARD within 30 days, whenever there is a

material change in any answer. There is no fee for such amendments. Amendments to Form

U4 must be filed with the IARD within 30 days, whenever there is any material change to the

information previously reported on the Form U4. There is no fee for such amendments

(N.J.A.C. 13:47A-3A.2).

F. Withdrawals

Investment adviser withdrawals must be made by filing a Form ADV-W with the IARD.

Investment adviser representative withdrawals must be made by filing a Form U5 with the

IARD. Withdrawals become effective 30 days after receipt of an application to withdraw or

within such other period of time as the Bureau Chief may determine by rule or order.

Page 10 of 11

III. EXAMINATION REQUIREMENTS

The examination requirement for investment adviser representative registration is satisfied

with proof of a passing score on one of the two following examinations:

 The Uniform Investment Adviser Law Examination (Series 65); or

 The General Securities Representative Examination (Series 7) and the Uniform

Combined State Law Examination (Series 66).

A. Waivers

The Bureau Chief may grant a waiver from the investment adviser representative

examination requirement based on a written request detailing the applicants’ knowledge,

training, and experience in the securities field. A minimum of two year’s advisory experience

in the securities field is required.

The examination requirement for investment adviser representative registration may be

waived for a person who holds one of the following designations or certifications:

 Certified Financial Planner (CFP) awarded by the Certified Financial Planner

Board of Standards, Inc.;

 Chartered Financial Consultant (ChFC) awarded by The American College, Bryn

Mawr, Pennsylvania;

 Personal Financial Specialist (PFS) awarded by the American Institute of Certified

Public Accountants;

 Chartered Financial Analyst (CFA) awarded by the Institute of Chartered Financial

Analysts; or

 Chartered Investment Counselor (CIC) awarded by the Investment Adviser

Association.

Page 11 of 11

B. Grandfather Provisions

Certain broker-dealer agents are grandfathered, i.e. they are exempt from taking the

investment adviser representative examinations. For further information, please call the

Bureau and request the Investment Adviser Representative Grandfathering Orders, or

consult 2A Blue Sky L. Rep. (CCH) Paras. 40,692H, 40,6921, and 40,692L.

C. Requests for Examinations

Examinations are requested by selecting the appropriate entries on Form U4 filed with the

IARD. The Bureau does not “sponsor” any person for any examination, provide exam

preparation courses or literature, or recommend or endorse any providers of exam

preparation courses.