GlossaryGuide

If a company acquires or disposes of a significant amount of assets, the company must file an 8-K to describe the terms of the transaction. Examples include buying or merging with another company, or selling a business unit. A company that is no longer a “shell company” as a result of a merger would also… Continue reading Item 2.01 – Completion of Acquisition or Disposition of Assets | 8-K Explained

If a company becomes the subject of a bankruptcy or receivership court filing, that must be disclosed. Future 8-Ks may outline the company’s plan for reorganization (under Chapter 11) or liquidation (under Chapter 7) and the court’s confirmation of the plan. Investors should look at the reorganization plan for information about whether the company’s common… Continue reading Item 1.03 – Bankruptcy or Receivership | 8-K Explained

Under this item, a company generally must disclose the termination of a material agreement. If the agreement simply expires according to its terms, that termination would not need to be reported on Form 8-K. For example, if a widget company made most of its sales under a long-term supply agreement with one significant customer, and… Continue reading Item 1.02 – Termination of a Material Definitive Agreement | 8-K Explained

This item requires disclosure of certain material agreements not made in the ordinary course of business, or material amendments to those agreements. For example, if a company takes out a five-year loan with a bank or signs a long-term lease, and the loan or lease is material to the company, the agreement must be reported… Continue reading Item 1.01 – Entry into a Material Definitive Agreement | 8-K Explained

Any advisory program under which a specified fee or fees not based directly upon transactions in a client’s account is charged for investment advisory services (which may include portfolio management or advice concerning the selection of other investment advisers) and the execution of client transactions. [Used in: Part 1, Item 5; Schedule D; Part 2A,… Continue reading Wrap Fee Program – SEC Filing Term

The written disclosure statement that sponsors of wrap fee programs must provide to each of their wrap fee program clients. [Used in: Part 2, General Instructions; Used throughout Part 2A, Appendix 1]

This term has the same meaning as in rule 203(m)-1 under the Advisers Act, which includes any natural person that is resident in the United States. [Used in: Part 1A, Instructions, Item 5; Schedule D]

A single registration by a filing adviser and one or more relying advisers who collectively conduct a single advisory business and that meet the conditions set forth in General Instruction 5. [Used in: General Instructions; Part 1A, Items 1, 2, 3, 7, 10 and 11, Schedules D and R]

Any of your officers, partners, directors (or other persons occupying a similar status or performing similar functions), or employees, or any other person who provides investment advice on your behalf and is subject to your supervision or control. [Used throughout Part 2]

The securities commissioner or commission (or any agency, office or officer performing like functions) of any state of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, or any other possession of the United States. [Used throughout Form ADV]