EFTA01079277.pdf

FORM ADV UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS Primary Business Name: ROCKEFELLER & CO., INC. CRD Number: Annual Amendment - All Sections Rev. 10/2012 3/30/2016 2:42:23 PM WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4. Item 1 Identifying Information Responses to this Item tell us who you are. where you are doing business. and how we can contact you. A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): ROCKEFELLER & CO., INC B. Name under which you primarily conduct your advisory business, if different from Item 1.A.: ROCKEFELLER & CO., INC. List on Section 1.B. of Schedule 0 any additional names under which you conduct your advisory business. C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the name change is of r your legal name or r your primary business name: D. (1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-15106 (2) If you report to the SEC as an exempt reporting adviser, your SEC file number: E. If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system. your CRD number: 106264 If your firm does not have a CRD number. skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates. F. Principal Office and Place of Business (1) Address (do not use a P.O. Box): Number and Street 1: Number and Street 2: 10 ROCKEFELLER PLAZA City: State: Country: ZIN-4/Postal Code: NEW YORK New York United States 10020 If this address is a private residence, check this box: r List on Section 1.F. of Schedule 0 any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration. or are registered. with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If you are applying for SEC registration. if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of employees. (2) Days of week that you normally conduct business at your principal office and place of business: ' Monday - Friday r Other: Normal business hours at this location: 9:00 A.M. - 5:00 P.M. (3) Telephone number at this location: 212-549-5100 (4) Facsimile number at this location: 212-549-5524 G. Mailing address, if different from your principal office and place of business address: Number and Street 1: Number and Street 2: City: State: Country: ZIN-4/Postal Code: If this address is a private residence, check this box: r H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.: Number and Street 1: Number and Street 2: City: State: Country: ZIN-4/Postal Code: Yes No I. Do you have one or more websites? r EFTA01079277  If 'yes." list all website addresses on Section 1.1. of Schedule D. If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal address. Do not provide individual electronic mail (e-mail) addresses in response to this Item. J. Provide the name and contact information of your Chief Compliance Officer: If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below. Name: Other titles, if any: Telephone number: Facsimile number: Number and Street 1: Number and Street 2: City: State: Country: ZIP4-4/Postal Code: Electronic mail (e-mail) address, if Chief Compliance Officer has one: K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide that information here. Name: Titles: Telephone number: Facsimile number: Number and Street 1: Number and Street 2: City: State: Country: ZIN-4/Postal Code: Electronic mail (e-mail) address, if contact person has one: Yes No L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, r somewhere other than your principal office and place of business? If "yes," complete Section 1.L. of Schedule D. Yes No M. Are you registered with a foreign financial regulatory authority? r Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section 1.M. of Schedule D. Yes No N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934? r If "yes," provide your CIK number (Central Index Key number that the SEC assigns to each public reporting company): Yes No O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year? r P. Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. In the first half of 2011, the legal entity identifier standard was still in development. You may not have a legal entity identifier. SECTION 1.B. Other Business Names No Information Filed SECTION 1.F. Other Offices Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC. or if you are an exempt reporting adviser, list only the largest five offices (in terms of numbers of employees). Street 2: IMMEASS ,itv• State- Country . 7113+4/Postal Code: If this address is a private residence, check this box: r EFTA01079278  Telephone Number: Facsimile Number: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC. or if you are an exempt reporting adviser, list only the largest five offices (in terms of numbers of employees). Number and Street 1: Number and Street 2: If this address is a private residence, check this box: r Telephone Number: Facsimile Number: SECTION 1.1. Website Addresses List your website addresses. You must complete a separate Schedule D Section 1.1. for each website address. Website Address: Website Address: Website Address: SECTION 1.L. Location of Books and Records Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D Section 1.L. for each location. Name of entity where books and records are kept: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r Telephone Number: Facsimile number: This is (check one): r one of your branch offices or affiliates. a a third-party unaffiliated recordkeeper. r other. Briefly describe the books and records kept at this location: ARCHIVED MATERIALS ARE KEPT AT THIS LOCATION. THESE MATERIALS ARE GENERALLY AVAILABLE WITHIN 5 HOURS IF REQUESTED ON AN EXPEDITED BASIS AND ARE ROUTINELY AVAILABLE WITHIN 24 HOURS FOLLOWING A REQUEST. Name of entity where books and records are kept: EFTA01079279  Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r Telephone Number: Facsimile number: This is (check one): c one of your branch offices or affiliates. 0: a third-party unaffiliated recordkeeper. C other. Briefly describe the books and records kept at this location: ARCHIVED MATERIALS ARE KEPT AT THIS LOCATION. THESE MATERIALS ARE GENERALLY AVAILABLE WITHIN 5 HOURS IF REQUESTED ON AN EXPEDITED BASIS AND ARE ROUTINELY AVAILABLE WITHIN 24 HOURS FOLLOWING A REQUEST. Name of entity where books and records are kept: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r Telephone Number: Facsimile number: This is (check one): ✓ one of your branch offices or affiliates. itt a third-party unaffiliated recordkeeper. ✓ other. Briefly describe the books and records kept at this location: ARCHIVED MATERIALS ARE KEPT AT THIS LOCATION. THESE MATERIALS ARE GENERALLY AVAILABLE WITHIN 5 HOURS IF REQUESTED ON AN EXPEDITED BASIS AND ARE ROUTINELY AVAILABLE WITHIN 24 HOURS FOLLOWING A REQUEST. Name of entity where books and records are kept: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r Telephone Number: Facsimile number: 617-375-3300 617-375-3333 This is (check one): a one of your branch offices or affiliates. ✓ a third-party unaffiliated recordkeeper. ✓ other. EFTA01079280 Briefly describe the books and records kept at this location: CLIENT FILES Name of entity where books and records are kept: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r Telephone Number: Facsimile number: This is (check one): r one of your branch offices or affiliates. a a third-party unaffiliated recordkeeper. C other. Briefly describe the books and records kept at this location: Name of entity where books and records are kept: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r TI hnNm r: F imil nm r: This is (check one): r one of your branch offices or affiliates. G a third-party unaffiliated recordkeeper. C other. Briefly describe the books and records kept at this location: 'ere and records are kept: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r Telephone Number Facsimile number: This is (check one): r• one of your branch offices or affiliates. EFTA01079281 a a third-party unaffiliated recordkeeper. C other. Briefly describe the books and records kept at this location: ARCHIVED MATERIALS ARE KEPT AT THIS LOCATION. THESE MATERIALS ARE GENERALLY AVAILABLE WITHIN 5 HOURS IF REQUESTED ON AN EXPEDITED BASIS AND ARE ROUTINELY AVAILABLE WITHIN 24 HOURS FOLLOWING A REQUEST. N me of nit where books and records are kept: Kis 41I at,/ I - a.rIA c..,,,,• " ' mfr. ''' . ant. eftlet 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r Telephone Number: Facsimile number: This is (check one): ✓ one of your branch offices or affiliates. a a third-party unaffiliated recordkeeper. ✓ other. Briefly describe the books and records kept at this location: Name of entity where books and records are kept: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r Telephone Number: Facsimile number: This is (check one): ✓ one of your branch offices or affiliates. C a third-party unaffiliated recordkeeper. G other. Briefly describe the books and records kept at this location: Name of entity where books and records are kept: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r EFTA01079282 Telephone Number: Facsimile number: This is (check one): r one of your branch offices or affiliates. a a third-party unaffiliated recordkeeper. C other. Briefly describe the books and records kept at this location: ARCHIVED MATERIALS ARE KEPT AT THIS LOCATION. THESE MATERIALS ARE GENERALLY AVAILABLE WITHIN 5 HOURS IF REQUESTED ON AN EXPEDITED BASIS AND ARE ROUTINELY AVAILABLE WITHIN 24 HOURS FOLLOWING A REQUEST. here books and records are kept: Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r Telenhnne Number: Facsimile number: This is (check one): r one of your branch offices or affiliates. 6, a third-party unaffiliated recordkeeper. C other. Briefly describe the books and records kept at this location: ARCHIVED MATERIALS ARE KEPT AT THIS LOCATION. THESE MATERIALS ARE GENERALLY AVAILABLE WITHIN 5 HOURS IF REQUESTED ON AN EXPEDITED BASIS AND ARE ROUTINELY AVAILABLE WITHIN 24 HOURS FOLLOWING A REQUEST. Name of entity where books and records are kept: treet 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r Telephone Number: Facsimile number: This is (check one): a one of your branch offices or affiliates. C a third-party unaffiliated recordkeeper. C other. Briefly describe the books and records kept at this location: Name of entit where books and records are kept: EFTA01079283 Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r Telephone Number: Facsimile number: This is (check one): ✓ one of your branch offices or affiliates. a a third-party unaffiliated recordkeeper. C other. Briefly describe the books and records kept at this location: Name of entity where books and records are kept: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r Teleohone Number: Facsimile number: This is (check one): ✓ one of your branch offices or affiliates. 6: a third-party unaffiliated recordkeeper. C other. Briefly describe the books and records kept at this location: Name of entity where books and records are kept: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r Telephone Number: Facsimile number: This is (check one): ✓ one of your branch offices or affiliates. a a third-party unaffiliated recordkeeper. C other. Briefly describe the books and records kept at this location: ARCHIVED MATERIALS ARE KEPT AT THIS LOCATION. THESE MATERIALS ARE GENERALLY AVAILABLE WITHIN 5 HOURS IF REQUESTED ON AN EXPEDITED BASIS AND ARE ROUTINELY AVAILABLE WITHIN 24 HOURS FOLLOWING A REQUEST. EFTA01079284 Name of entity where books and records are kept: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r Tele hone Number: Facsimile number: This is (check one): ✓ one of your branch offices or affiliates. or, a third-party unaffiliated recordkeeper. ✓ other. Briefly describe the books and records kept at this location: ARCHIVED MATERIALS ARE KEPT AT THIS LOCATION. THESE MATERIALS ARE GENERALLY AVAILABLE WITHIN 5 HOURS IF REQUESTED ON AN EXPEDITED BASIS AND ARE ROUTINELY AVAILABLE WITHIN 24 HOURS FOLLOWING A REQUEST. Name of entity where books and records are kept: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r Telephone Number: Facsimile number: This is (check one): c one of your branch offices or affiliates. a a third-party unaffiliated recordkeeper. C other. Briefly describe the books and records kept at this location: ARCHIVED MATERIALS ARE KEPT AT THIS LOCATION. THESE MATERIALS ARE GENERALLY AVAILABLE WITHIN 5 HOURS IF REQUESTED ON AN EXPEDITED BASIS AND ARE ROUTINELY AVAILABLE WITHIN 24 HOURS FOLLOWING A REQUEST. Name of entity where books and records are kept: Number and Street 1: Number and Street 2: - ostal Code: If this address is a private residence, check this box: r Telephone Number: Facsimile number: This is (check one): ✓ one of your branch offices or affiliates. EFTA01079285  a a third-party unaffiliated recordkeeper. r other. Briefly describe the books and records kept at this location: ARCHIVED MATERIALS ARE KEPT AT THIS LOCATION. THESE MATERIALS ARE GENERALLY AVAILABLE WITHIN 5 HOURS IF REQUESTED ON AN EXPEDITED BASIS AND ARE ROUTINELY AVAILABLE WITHIN 24 HOURS FOLLOWING A REQUEST. SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information Filed Item 2 SEC Registration/Reporting Responses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annual updating amendment to your SEC registration. A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond to each of these items. You (the adviser): F7 (1) are a large advisory firm that either: (a) has regulatory assets under management of $100 million (in U.S. dollars) or more, or (b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC; ✓ (2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either: (a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business, or (b) not subject to examination by the state securities authority of the state where you maintain your principal office and place of business; Click HERE for a list of states in which an investment adviser, if registered. would not be subject to examination by the state securities authority. r (3) have your principal office and place of business in Wyoming (which does not regulate advisers); r (4) have your principal office and place of business outside the United States; (5) are an investment adviser (or sub-adviser) to an investment company registered under the Investment Company Act of 1940; r (6) are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets under management; ✓ (7) are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a); ✓ (8) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with. an investment adviser that is registered with the SEC, and your principal office and place of business is the same as the registered adviser; If you check this box, complete Section 2.A.(8) of Schedule D. ✓ (9) are a newly formed adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days; if you check this box, complete Section 2.A.(9) of Schedule D. ✓ (10) are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d); If you check this box, complete Section 2.A. (10) of Schedule D. ✓ (11) are an Internet adviser relying on rule 203A-2(e); ✓ (12) have received an SEC order exempting you from the prohibition against registration with the SEC; If you check this box, complete Section 2.A. (12) of Schedule D. ✓ (13) are no longer eligible to remain registered with the SEC. State Securities Authority Notice Filings and State Reporting by Exempt Reporting Advisers C. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to EFTA01079286  the SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them. uncheck the box(es) next to those state(s). Jurisdictions ✓ AL • ID ✓ MO • PA ✓ AK • IL r NTT PR ✓ Az • IN ✓ NE • RI ✓ AR • IA ✓ NV • sc r; C• A r KS ✓ NH • SD r; c•o • Nj • TN r; C• T F r L K MEA : • NM • TX r; D• E rf' NY • UT r; D• C MD ✓ NC VT r; F•L ri MA ✓ ND • vi ✓ GA MI rr, OH • VA O GU r MN ✓ OK • WA O HI ✓ OR • wv • WI If you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31). SECTION 2.A.(8) Related Adviser If you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registered with the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information: Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser 801 - SECTION 2.A.(9) Newly Formed Adviser If you are relying on rule 203A-2(c), the newly formed adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of these representations: O I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after the date my registration with the SEC becomes effective. O I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registering with the SEC. SECTION 2.A.(10) Multi-State Adviser If you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations: O I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authorities in those states. ✓ I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviser with the state securities authorities of those states. If you are submitting your annual updating amendment, you must make this representation: ✓ Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states. SECTION 2.A.(12) SEC Exemptive Order If you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information: EFTA01079287 Application Number: 803- Date of order. Item 3 Form of Organization A. How are you organized? a Corporation ✓ Sole Proprietorship ✓ Limited Liability Partnership (LLP) ✓ Partnership ✓ Limited Liability Company (LLC) ✓ Limited Partnership (LP) ✓ Other (specify): If you are changing your response to this Item. see Part IA Instruction 4. B. In what month does your fiscal year end each year? DECEMBER C. Under the laws of what state or country are you organized? State Country Delaware United States If you are a partnership. provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor. provide the name of the state or country where you reside. If you are changing your response to this Item. see Part IA Instruction 4. Item 4 Successions Yes No A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser? If "yes". complete Item 4.8. and Section 4 of Schedule D. B. Date of Succession: (MM/DD/YYYY) If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part IA Instruction 4. SECTION 4 Successions No Information Filed Item 5 Information About Your Advisory Business - Employees, Clients, and Compensation Responses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a. provides additional guidance to newly formed advisers for completing this Item 5. Employees If you are organized as a sole proprietorship, include yourself as an employee in your responses to Item S.A. and Items 5.B.(1). (2), (3), (4). and (5). If an employee performs more than one function, you should count that employee in each of your responses to Items 5.8. (1), (2), (3), (4). and (5). A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers. 154 B. (1) Approximately how many of the employees reported in S.A. perform investment advisory functions (including research)? 69 EFTA01079288  (2) Approximately how many of the employees reported in S.A. are registered representatives of a broker-dealer? 0 (3) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives? 1 (4) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser other than you? 0 (5) Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency? 0 (6) Approximately how many firms or other persons solicit advisory clients on your behalf? 0 In your response to Item 5.8.(6), do not count any of your employees and count a firm only once - do not count each of the firm's employees that solicit on your behalf. Clients In your responses to Items S.C. and 5.0. do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. C. (1) To approximately how many clients did you provide investment advisory services during your most recently completed fiscal year? ' 0 r 1-10 r 11-25 r 26-100 a More than 100 If more than 100, how many? (round to the nearest 100) 700 (2) Approximately what percentage of your clients are non-United States persons? 2% D. For purposes of this Item S.D.. the category "individuals" includes trusts, estates. and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized as sole proprietorships. The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940. check 'None" in response to Item 5.0.(1)(d) and do not check any of the boxes in response to Item 5.0.(2)(d). (1) What types of clients do you have? Indicate the approximate percentage that each type of client comprises of your total number of clients. If a client fits into more than one category, check all that apply. None Up to 10% 11-25% 26-50% 51-75% 76-99% 100% (a) Individuals (other than high net worth individuals) r r a r r r r (b) High net worth individuals r r r r C•' r r (c) Banking or thrift institutions r a r r r r r (d) Investment companies r C•' r r r r r (e) Business development companies a r r r r r r (f) Pooled investment vehicles (other than investment companies) r a r r r r r (g) Pension and profit sharing plans (but not the plan participants) r a r r r r r (h) Charitable organizations r C•' r r r r r (i) Corporations or other businesses not listed above r a r r r r r (j) State or municipal government entities r C•' r r r r r (k) Other investment advisers a r r r r r r (I) Insurance companies a r r r r r r (m) Other: SOVEREIGN NATION r a r r r r r (2) Indicate the approximate amount of your regulatory assets under management (reported in Item S.F. below) attributable to each of the following type of client. If a client fits into more than one category. check all that apply. None Up to 25% Up to 50% Up to 75% >75% (a) Individuals (other than high net worth individuals) r C•' r r r (b) High net worth individuals r a r r r (c) Banking or thrift institutions r a r r r (d) Investment companies r a r r r EFTA01079289  (e) Business development companies 6 r r r r (f) Pooled investment vehicles (other than investment companies) r r a r r (g) Pension and profit sharing plans (but not the plan participants) r 6 r r r (h) Charitable organizations r a r r r (i) Corporations or other businesses not listed above r C• r r r (j) State or municipal government entities r C• r r r (k) Other investment advisers C• r r r r (I) Insurance companies C• r r r r (m) Other: SOVEREIGN NATION r C• r r r Compensation Arrangements E. You are compensated for your investment advisory services by (check all that apply): (1) A percentage of assets under your management (2) Hourly charges r (3) Subscription fees (for a newsletter or periodical) (4) Fixed fees (other than subscription fees) r (5) Commissions (6) Performance-based fees r (7) Other (specify): Item 5 Information About Your Advisory Business - Regulatory Assets Under Management Regulatory Assets Under Management Yes No F. (1) Do you provide continuous and regular supervisory or management services to securities portfolios? r (2) If yes, what is the amount of your regulatory assets under management and total number of accounts? U.S. Dollar Amount Total Number of Accounts Discretionary: (a) $ 10,271,278,276 (d) 2,590 Non-Discretionary: (b) $ 167,922,019 (e) 141 Total: (c) $ 10,439,200,295 (f) 2,731 Part lA Instruction 5.b. explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item. Item 5 Information About Your Advisory Business - Advisory Activities Advisory Activities G. What type(s) of advisory services do you provide? Check all that apply. ▪ (1) Financial planning services ▪ (2) Portfolio management for individuals and/or small businesses ▪ (3) Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of 1940) ▪ (4) Portfolio management for pooled investment vehicles (other than investment companies) ▪ (5) Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles) 11 -1 -1 -1 -1 11 -1 (6) Pension consulting services (7) Selection of other advisers (including private fund managers) (8) Publication of periodicals or newsletters (9) Security ratings or pricing services (10) Market timing services (11) Educational seminars/workshops (12) Other(specify): INVESTMENT CONSULTING, TAX. ACCOUNTING AND INFORMATION MANAGEMENT SERVICES Do not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company A