Investment Adviser Guide
This reference guide is intended to provide the Wisconsin state registered investment advisers with answers to questions on application filings and day-to-day activities relating to record keeping, compliance issues and regulatory oversight. Please consult this guide first when you have general questions. If you do not find the answer, please call 608-266-2139 to reach an examiner in the Department of Financial Institutions Division of Securities.
This guide includes links that will allow you to immediately jump to specific statute or rule citations as well as to application forms and other areas of reference in the guide.
The Wisconsin Securities Law (Chapter 551, Wis. Stats.) and the accompanying rules (Chapters DFI-Sec 1-9, Wis. Adm. Code) are also available for viewing in their entirety.
Changes to the Investment Advisers Act of 1940 (herein after referred to simply as "the Act") as a result of the Dodd Frank Wall Street Reform and Consumer Protection Act have radically changed who is subject to SEC and state registration as an investment adviser. The assets under management dividing line between state and SEC registration has risen from $25 million to $100 million. Investment advisers, such as advisers to private funds, that previously relied on exemptions in federal law to avoid having to register, must now register or make modified filings with the SEC. As a result, changes have been made in Wisconsin statutes and rules to mirror the changes to federal law such that some previously exempt investment advisers will have to become state registered, including advisers to private funds below the $100 million asset mark. This guide will attempt to clarify those areas where the Division will continue to apply the requirements or interpretations of the Act and its rules. Where possible, references to the SEC and specific sections of the Act or rules have been changed to reflect the counterpart Wisconsin statute or section of the Administrative Code ("Code").
The Division uses Form ADV and its schedules as our application form. Because such forms may be used in more than one jurisdiction, you should assume that any reference to the SEC in Form ADV and its schedules is synonymous with the Wisconsin Department of Financial Institutions Division of Securities. The SEC's Regulation Best Interest Customer Relationship Summary, or Form CRS is not currently required to be filed by state-registered investment advisers in our state. However, if your state-registered firm prefers to file a Form CRS, it can be filed as an attachment to Form ADV Part 2 electronically through the Investment Adviser Registration Depository ("IARD"). Dually-registered firms can file a separate Form ADV Part 3 on IARD.