Rule Text

Securities and Exchange Commission

§ 275.222–2

That the delivery of the brochure satisfies
the timing of disclosure requirements described in paragraph (c) of this rule.
[52 FR 36918, Oct, 2, 1987, as amended at 62 FR
28135, May 22, 1997]

§ 275.206(4)–6

Proxy voting.

If you are an investment adviser registered or required to be registered
under section 203 of the Act (15 U.S.C.
80b–3), it is a fraudulent, deceptive, or
manipulative act, practice or course of
business within the meaning of section
206(4) of the Act (15 U.S.C. 80b–6(4)), for
you to exercise voting authority with
respect to client securities, unless you:
(a) Adopt and implement written
policies and procedures that are reasonably designed to ensure that you
vote client securities in the best interest of clients, which procedures must
include how you address material conflicts that may arise between your interests and those of your clients;
(b) Disclose to clients how they may
obtain information from you about
how you voted with respect to their securities; and
(c) Describe to clients your proxy
voting policies and procedures and,
upon request, furnish a copy of the
policies and procedures to the requesting client.
[68 FR 6593, Feb. 7, 2003]

§ 275.206(4)–7 Compliance
and practices.

procedures

If you are an investment adviser registered or required to be registered
under section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b–3), it
shall be unlawful within the meaning
of section 206 of the Act (15 U.S.C. 80b–
6) for you to provide investment advice
to clients unless you:
(a) Policies and procedures. Adopt and
implement written policies and procedures reasonably designed to prevent
violation, by you and your supervised
persons, of the Act and the rules that

the Commission has adopted under the
Act;
(b) Annual review. Review, no less frequently than annually, the adequacy of
the policies and procedures established
pursuant to this section and the effectiveness of their implementation; and
(c) Chief compliance officer. Designate
an individual (who is a supervised person) responsible for administering the
policies and procedures that you adopt
under paragraph (a) of this section.
[68 FR 74730, Dec. 24, 2003]

§ 275.222–1 Definitions.
For purposes of section 222 (15 U.S.C.
80b–18a) of the Act:
(a) Place of business. ‘‘Place of business’’ of an investment adviser means:
(1) An office at which the investment
adviser regularly provides investment
advisory services, solicits, meets with,
or otherwise communicates with clients; and
(2) Any other location that is held
out to the general public as a location
at which the investment adviser provides investment advisory services, solicits, meets with, or otherwise communicates with clients.
(b) Principal place of business. ‘‘Principal place of business’’ of an investment adviser means the executive office of the investment adviser from
which the officers, partners, or managers of the investment adviser direct,
control, and coordinate the activities
of the investment adviser.
[62 FR 28135, May 22, 1997]

§ 275.222–2 Definition of ‘‘client’’ for
purposes of the national de minimis
standard.
For purposes of section 222(d)(2) of
the Act (15 U.S.C. 80b–18a(d)(2)), an investment adviser may rely upon the
definition of ‘‘client’’ provided by section 275.203(b)(3)–1 without giving regard to paragraph (b)(6) of that section.
[69 FR 72089, Dec. 10, 2004]

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