Replies to post #58423 on GRN Holding Corp (GRNF)

[e-ore]

Washington state doesn't allow a "private fund manager exemption."
"Unlike federal law, Washington law does not have a private adviser exemption"
https://dfi.wa.gov/documents/investment-advisers/notice-hedge-fund-managers.pdf

The Washington state exemptions for investment advisors are the same as the federal ones, since Washington requires financial advisors to be licensed federally. So he'd have to meet one of these

Exemptions From Registration
A person or firm meeting the definition of investment adviser in Section 202(a)(11) does not need to register with the Commission if the person or firm qualifies for one of the exemptions from registration set forth in Section 203(b) of the Advisers Act. Investment advisers exempt from registration under Section 203(b) are still subject to certain anti-fraud provisions included in Section 206 of the Advisers Act. For more information on anti-fraud provisions, refer to the discussion below under "Anti-Fraud Provisions."
Section 203(b) of the Advisers Act provides five limited exemptions from registration. Section 203(b)(1) exempts any adviser (1) all of whose clients are within the same state as the adviser's principal business office, and (2) that does not provide advice or issue reports about securities listed on any national securities exchange. Section 203(b)(2) exempts advisers whose only clients are insurance companies. Section 203(b)(3) exempts any adviser that: (1) during the previous twelve months has had fewer than fifteen clients; (2) does not hold itself out generally to the public as an investment adviser; and (3) does not act as an investment adviser to a registered investment company or business development company. Rule 203(b)(3)-1 under the Advisers Act provides guidance on how to count clients when determining eligibility for this exemption. In determining if a person or firm holds himself or itself out as an investment adviser within the meaning of Section 203(b)(3), the Division looks at a number of factors, including, for example, whether the person or firm advertises; refers to himself or itself as an "investment adviser"; maintains a listing as an investment adviser in a telephone, business, building, or other directory; expresses a willingness to accept new advisory clients; or uses letterhead indicating any investment advisory activity. Section 203(b)(4) generally exempts any adviser that (1) is a charitable organization, or is employed by a charitable organization, and (2) provides advice, analyses, or reports only to charitable organizations, or to funds operated for charitable purposes. Section 203(b)(5) exempts advisers to church employee pension plans.
https://www.sec.gov/divisions/investment/iaregulation/memoia.htm

[Mrblabla]

Disagree See Venture Capital Rule
1) Section 203(l) of the Investment Advisers Act of 1940 (the “Advisers Act”), also known as the venture capital adviser exemption, provides that an investment adviser that solely advises venture capital funds is exempt from registration with the SEC under the Advisers Act. The term “venture capital fund” is not defined in the text of the Advisers Act; instead, the term is defined in SEC Rule 203(l)-1(a) as a private fund that meets certain conditions. This would lend credibility as to why GRNF is exempt from registration with SEC and STate of Washington.

2) a fund must meet to qualify as a venture capital fund requires that the fund “[represent] to investors and potential investors that it pursues a venture capital strategy.” The standard for determining whether a fund is actually holding itself out as pursuing a “venture capital strategy” is a subjective one, depending on particular facts and circumstances. A fund is not necessarily required to use the words “venture capital” in the name of the fund. Rather, the SEC looks at the private fund adviser’s statements to investors and prospective investors as a whole. Nonetheless, in order to have a reasonable assurance that a private fund adviser is exempt from investment adviser registration, the offering materials of the fund should clearly and unambiguously state that the strategy being pursued is a venture capital strategy which GRNF is. GRNF is on the Edgar.

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