1. Except as otherwise provided in this section, an investment adviser who is licensed or required to be licensed pursuant to NRS 90.330 shall furnish each designated client and designated prospective client with: (a) A brochure which may be a copy of Part 2A of the Uniform Application for Investment Adviser Registration (Form ADV) or written documents containing the information required by Part 2A of the Uniform Application for Investment Adviser Registration (Form ADV);(b) A copy of its Part 2B brochure supplement for each person who:(1) Provides investment advice and has direct contact with clients in this State; or(2) Exercises discretion over assets of clients in this State, even if no direct contact is involved;(c) A copy of its Part 2A, Appendix 1 wrap fee brochure if the investment adviser sponsors or participates in a wrap fee account;(d) A summary of material changes to the documents described in paragraph (a), (b) or (c), which may be:(1) Included in Part 2 of its Uniform Application for Investment Adviser Registration (Form ADV); or(2) Given as a separate document; and(e) Any other information required by the Administrator.2. The brochure described in paragraph (a) of subsection 1 must comply with the language, organizational format and filing requirements specified in the instructions to Part 2 of the Uniform Application for Investment Adviser Registration (Form ADV).3. An investment adviser shall deliver the brochure described in paragraph (a) of subsection 1 and any other documents required by this section to each designated prospective client: (a) Not less than 48 hours before entering into an advisory contract with the designated prospective client; or(b) At the time of entering into the contract, if the designated client has a right to terminate the contract without penalty within 5 business days after entering into the contract.4. An investment adviser, within 120 days after the end of its fiscal year, shall deliver to a designated client:(a) Any updates to the brochure described in paragraph (a) of subsection 1 and any other information required by subsection 1; or(b) A summary of the material changes to the documents described in subsection 1, including, without limitation: (1) Any offer to provide a copy of the updated brochure and supplements; and(2) Information relating to how the client may obtain a copy of the brochure, supplements and any other information required by subsection 1.5. An investment adviser may electronically deliver the brochure described in paragraph (a) of subsection 1 and any related supplements required by subsection 1 if the investment adviser: (a) In the case of an initial delivery to a designated prospective client, obtains a verification that a readable copy of the brochure and supplements were received by the designated prospective client;(b) In any case other than the initial delivery, obtains the prior consent of the designated client to provide the brochure, supplements and other information electronically;(c) Prepares the brochure, supplements and other information in the format described in this section;(d) Electronically delivers the brochure, supplements and other information in a format that can be retained by the client in either electronic or paper form; and(e) Establishes procedures to: (1) Supervise personnel transmitting the brochure, supplements and other information; and(2) Prevent violations of this section.6. Nothing in this section shall relieve an investment adviser from any other obligation described in any provision of chapter 90 of NRS or the rules and regulations thereunder or other federal or state law to disclose information to its designated clients or prospective designated clients.7. As used in this section: (a) "Advisory contract" means any contract relating solely to the provision of investment advisory services: (1) By means of written material or oral statements which do not purport to meet the objectives or needs of specific individuals or accounts;(2) Through the issuance of statistical information which does not contain any expression of opinion as to the investment merits of a particular security; or(3) By any combination of the foregoing services.(b) "Designated client" or "designated prospective client" means a client or prospective client who:(1) Receives only impersonal advice and who pays less than $500 in fees per year;(2) Is an investment company registered under the Investment Company Act of 1940; or(3) Is a business development company, as defined in the Investment Company Act of 1940, and whose advisory contract meets the requirements of section 15(c) of the Act.(c) "Entering into," in reference to an advisory contract, does not include an extension or renewal without a material change of any such contract which is in effect immediately before such extension or renewal.Nev. Admin. Code § 90.Sec. 12
Added to NAC by Sec'y of State by R018-21A, eff. 6/2/2023