← Potomac Asset Management Co Inc
Form ADV (full filing)
as of Sep 29, 2017
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FORM ADV
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
Primary Business Name: POTOMAC ASSET MANAGEMENT CO INC CRD Number: 105730
Other-Than-Annual Amendment - All Sections Rev. 10/2012
9/29/2017 6:37:28 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):
POTOMAC ASSET MANAGEMENT CO INC
B. Name under which you primarily conduct your advisory business, if different from Item 1.A.:
POTOMAC ASSET MANAGEMENT CO INC
List on Section 1.B. of Schedule D 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
your legal name or your primary business name:
D. (1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-16383
(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: 105730
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:
5 SOUTH MARKET STREET 4TH FLOOR
City: State: Country: ZIP+4/Postal Code:
FREDERICK Maryland United States 21701
If this address is a private residence, check this box:
List on Section 1.F. of Schedule D 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 Other:
Normal business hours at this location:
9:00 AM - 5:00 PM
(3) Telephone number at this location:
301.695.9229
(4) Facsimile number at this location:
301.695.9597
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: ZIP+4/Postal Code:
If this address is a private residence, check this box:
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: ZIP+4/Postal Code:
Yes No
I. Do you have one or more websites?
If "yes," list all website addresses on Section 1.I. 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: ZIP+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: ZIP+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,
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?
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?
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?
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
No Information Filed
SECTION 1.I. Website Addresses
No Information Filed
SECTION 1.L. Location of Books and Records
No Information Filed
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):
(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.
(3) have your principal office and place of business in Wyoming (which does not regulate advisers);
(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;
(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
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 IL NE SC
AK IN NV SD
AZ IA NH TN
AR KS NJ TX
CA KY NM UT
CO LA NY VT
CT ME NC VI
DE MD ND VA
DC MA OH WA
FL MI OK WV
GA MN OR WI
GU MS PA WY
HI MO PR
ID MT RI
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:
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.
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:
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:
Application Number:
803-
Date of order:
Item 3 Form of Organization
A. How are you organized?
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 1A 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
Maryland 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 1A 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.B. 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 1A 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 5.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.B.(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.
6
B. (1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?
2
(2) Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?
1
(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.B.(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 5.C. and 5.D. 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 1-10 11-25
26-100 More than 100
If more than 100, how many?
(round to the nearest 100)
(2) Approximately what percentage of your clients are non-United States persons?
0%
D. For purposes of this Item 5.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.D.(1)(d) and do not check any of the boxes in
response to Item 5.D.(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)
(b) High net worth individuals
(c) Banking or thrift institutions
(d) Investment companies
(e) Business development companies
(f) Pooled investment vehicles (other than investment companies)
(g) Pension and profit sharing plans (but not the plan participants)
(h) Charitable organizations
(i) Corporations or other businesses not listed above
(j) State or municipal government entities
(k) Other investment advisers
(l) Insurance companies
(m) Other:
(2) Indicate the approximate amount of your regulatory assets under management (reported in Item 5.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)
(b) High net worth individuals
(c) Banking or thrift institutions
(d) Investment companies
(e) Business development companies
(f) Pooled investment vehicles (other than investment companies)
(g) Pension and profit sharing plans (but not the plan participants)
(h) Charitable organizations
(i) Corporations or other businesses not listed above
(j) State or municipal government entities
(k) Other investment advisers
(l) Insurance companies
(m) Other:
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
(3) Subscription fees (for a newsletter or periodical)
(4) Fixed fees (other than subscription fees)
(5) Commissions
(6) Performance-based fees
(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?
(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) $ 114,264,799 (d) 16
Non-Discretionary: (b) $ 0 (e) 0
Total: (c) $ 114,264,799 (f) 16
Part 1A 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)
(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):
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 Act of 1940, including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or
investment companies to which you provide advice in Section 5.G.(3) of Schedule D.
H. If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?
0
1 - 10
11 - 25
26 - 50
51 - 100
101 - 250
251 - 500
More than 500
If more than 500, how many?
(round to the nearest 500)
In your responses to this Item 5.H., do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship
with those investors.
I. If you participate in a wrap fee program, do you (check all that apply):
(1) sponsor the wrap fee program?
(2) act as a portfolio manager for the wrap fee program?
If you are a portfolio manager for a wrap fee program, list the names of the programs and their sponsors in Section 5.I.(2) of Schedule D.
If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a
wrap fee program, do not check either Item 5.I.(1) or 5.I.(2).
Yes No
J. In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of
investments?
SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development Companies
No Information Filed
SECTION 5.I.(2) Wrap Fee Programs
No Information Filed
Item 6 Other Business Activities
In this Item, we request information about your firm's other business activities.
A. You are actively engaged in business as a (check all that apply):
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank)
(8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify):
If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B, complete Section 6.A. of Schedule D.
Yes No
B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?
(2) If yes, is this other business your primary business?
If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.
Yes No
(3) Do you sell products or provide services other than investment advice to your advisory clients?
If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.
SECTION 6.A. Names of Your Other Businesses
No Information Filed
SECTION 6.B.(2) Description of Primary Business
Describe your primary business (not your investment advisory business):
If you engage in that business under a different name, provide that name:
SECTION 6.B.(3) Description of Other Products and Services
Describe other products or services you sell to your client, You may omit products and services that you listed in Section 6.B.(2) above.
If you engage in that business under a different name, provide that name.
Item 7 Financial Industry Affiliations
In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may
occur between you and your clients.
A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your
advisory affiliates and any person that is under common control with you.
You have a related person that is a (check all that apply):
(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
(2) other investment adviser (including financial planners)
(3) registered municipal advisor
(4) registered security-based swap dealer
(5) major security-based swap participant
(6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(7) futures commission merchant
(8) banking or thrift institution
(9) trust company
(10) accountant or accounting firm
(11) lawyer or law firm
(12) insurance company or agency
(13) pension consultant
(14) real estate broker or dealer
(15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of
Schedule D.
You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with
advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the
related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the
related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.
You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your
clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be
operationally independent under rule 206(4)-2 of the Advisers Act.
SECTION 7.A. Financial Industry Affiliations
Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.
1. Legal Name of Related Person:
POTOMAC ENERGY GP, LLC
2. Primary Business Name of Related Person:
POTOMAC ENERGY GP, LLC
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's CRD Number (if any):
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered “yes,” to question 8(a) above, have you overcome the
presumption that you are not operationally independent (pursuant to rule 206(4)-(2)(d)(5)) from the related person and thus are not
required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
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:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English, of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
POTOMAC CAPITAL MARKETS, LLC
2. Primary Business Name of Related Person:
POTOMAC CAPITAL MARKETS, LLC
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
8 - 48848
or
Other
4. Related Person's CRD Number (if any):
39800
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered “yes,” to question 8(a) above, have you overcome the
presumption that you are not operationally independent (pursuant to rule 206(4)-(2)(d)(5)) from the related person and thus are not
required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
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:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English, of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
POTOMAC ENERGY II GP, LLC
2. Primary Business Name of Related Person:
POTOMAC ENERGY II GP, LLC
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's CRD Number (if any):
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered “yes,” to question 8(a) above, have you overcome the
presumption that you are not operationally independent (pursuant to rule 206(4)-(2)(d)(5)) from the related person and thus are not
required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
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:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English, of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
Item 7 Private Fund Reporting
Yes No
B. Are you an adviser to any private fund?
If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next
sentence and in Instruction 6 of the Instructions to Part 1A. If another adviser reports this information with respect to any such private fund in Section 7.B.(1) of
Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead,
complete Section 7.B.(2) of Schedule D.
In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical
code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or
designation in place of the fund's name.
SECTION 7.B.(1) Private Fund Reporting
A. PRIVATE FUND
Information About the Private Fund
1. (a) Name of the private fund:
POTOMAC ENERGY FUND II, L.P.
(b) Private fund identification number:
(include the "805-" prefix also)
805-3628709508
2. Under the laws of what state or country is the private fund organized:
State: Country:
Delaware United States
3. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
Name of General Partner, Manager, Trustee, or Director
POTOMAC ENERGY II GP, LLC
4. The private fund (check all that apply; you must check at least one):
(1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
(2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
No Information Filed
Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?
(b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
No Information Filed
Yes No
(c) Is this a "feeder fund" in a master-feeder arrangement?
(d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
Name of the Private Fund:
Private Fund Identification Number:
(include the "805-" prefix also)
NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1).
for the master-feeder arrangement or reporting on the funds separately.
7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
the feeder funds answer the following questions:
No Information Filed
NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their
assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued
multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
Yes No
8. (a) Is this private fund a "fund of funds"?
(b) If yes, does the private fund invest in funds managed by you or by a related person?
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment
vehicles, whether or not they are also private funds, or registered investment companies.
Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?
10. What type of fund is the private fund?
hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund
NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions of these fund types, please see Instruction 6 of the
Instructions to Part 1A.
11. Current gross asset value of the private fund:
$ 7,845,000
Ownership
12. Minimum investment commitment required of an investor in the private fund:
$ 5,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the
organizational documents of the fund).
13. Approximate number of the private fund's beneficial owners:
2
14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
1%
15. What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
0%
16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
0%
Your Advisory Services
Yes No
17. (a) Are you a subadviser to this private fund?
(b) If the answer to question 17(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to
question 17(a) is "no," leave this question blank.
No Information Filed
Yes No
18. (a) Do any other investment advisers advise the private fund?
(b) If the answer to question 18(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer
to question 18(a) is "no," leave this question blank.
No Information Filed
Yes No
19. Are your clients solicited to invest in the private fund?
20. Approximately what percentage of your clients has invested in the private fund?
10%
Private Offering
Yes No
21. Does the private fund rely on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
22. If yes, provide the private fund's Form D file number (if any):
Form D file number
021-192636
B. SERVICE PROVIDERS
Auditors
Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?
(2) Are the financial statements prepared in accordance with U.S. GAAP?
If the answer to 23(a)(1) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must
complete questions (b) through (f) separately for each auditing firm.
Additional Auditor Information : 1 Record(s) Filed.
If the answer to 23(a)(1) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you
must complete questions (b) through (f) separately for each auditing firm.
(b) Name of the auditing firm:
WEAVER & TIDWELL, LLP
(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):
City: State: Country:
FORTH WORTH Texas United States
Yes No
(d) Is the auditing firm an independent public accountant?
(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?
(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in
accordance with its rules?
Yes No
(g) Are the private fund's audited financial statements distributed to the private fund's investors?
(h) Does the report prepared by the auditing firm contain an unqualified opinion?
Yes No Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.
Prime Broker
Yes No
24. (a) Does the private fund use one or more prime brokers?
If the answer to 24(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses
more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.
No Information Filed
Custodian
Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?
If the answer to 25(a) is "yes," respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
more than one custodian, you must complete questions (b) through (f) separately for each custodian.
Additional Custodian Information : 1 Record(s) Filed.
If the answer to 25(a) is "yes," respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
more than one custodian, you must complete questions (b) through (f) separately for each custodian.
(b) Legal name of custodian:
SILICON VALLEY BANK
(c) Primary business name of custodian:
SILICON VALLEY BANK
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
NEWTON Massachusetts United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any)
-
CRD Number (if any):
Administrator
Yes No
26. (a) Does the private fund use an administrator other than your firm?
If the answer to 26(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must
complete questions (b) through (f) separately for each administrator.
Additional Administrator Information : 1 Record(s) Filed.
If the answer to 26(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must
complete questions (b) through (f) separately for each administrator.
(b) Name of the administrator:
POTOMAC ASSET MANAGEMENT COMPANY INC.
(c) Location of administrator (city, state and country):
City: State: Country:
FREDERICK Maryland United States
Yes No
(d) Is the administrator a related person of your firm?
(e) Does the administrator prepare and send investor account statements to the private fund's investors?
Yes (provided to all investors) Some (provided to some but not all investors) No (provided to no investors)
(f) If the answer to 26(e) is "no" or "some," who sends the investor account statements to the (rest of the) private fund's investors? If
investor account statements are not sent to the (rest of the) private fund's investors, respond "not applicable."
POTOMAC ASSET MANAGEMENT COMPANY INC.
27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not
your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any
relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including
allocations) was the valuation determined by such person.
Marketers
Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or
similar person. If the answer to 28(a) is "yes", respond to questions (b) through (g) below for each such marketer the private fund uses. If the
private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
No Information Filed
A. PRIVATE FUND
Information About the Private Fund
1. (a) Name of the private fund:
POTOMAC ENERGY FUND LP
(b) Private fund identification number:
(include the "805-" prefix also)
805-2497825675
2. Under the laws of what state or country is the private fund organized:
State: Country:
Delaware United States
3. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
Name of General Partner, Manager, Trustee, or Director
POTOMAC GP, LLC
4. The private fund (check all that apply; you must check at least one):
(1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
(2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
No Information Filed
Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?
(b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
No Information Filed
Yes No
(c) Is this a "feeder fund" in a master-feeder arrangement?
(d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
Name of the Private Fund:
Private Fund Identification Number:
(include the "805-" prefix also)
NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1).
for the master-feeder arrangement or reporting on the funds separately.
7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
the feeder funds answer the following questions:
No Information Filed
NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their
assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued
multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
Yes No
8. (a) Is this private fund a "fund of funds"?
(b) If yes, does the private fund invest in funds managed by you or by a related person?
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment
vehicles, whether or not they are also private funds, or registered investment companies.
Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?
10. What type of fund is the private fund?
hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund
NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions of these fund types, please see Instruction 6 of the
Instructions to Part 1A.
11. Current gross asset value of the private fund:
$ 32,408,570
Ownership
12. Minimum investment commitment required of an investor in the private fund:
$ 5,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the
organizational documents of the fund).
13. Approximate number of the private fund's beneficial owners:
5
14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
1%
15. What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
0%
16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
0%
Your Advisory Services
Yes No
17. (a) Are you a subadviser to this private fund?
(b) If the answer to question 17(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to
question 17(a) is "no," leave this question blank.
No Information Filed
Yes No
18. (a) Do any other investment advisers advise the private fund?
(b) If the answer to question 18(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer
to question 18(a) is "no," leave this question blank.
No Information Filed
Yes No
19. Are your clients solicited to invest in the private fund?
20. Approximately what percentage of your clients has invested in the private fund?
14%
Private Offering
Yes No
21. Does the private fund rely on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
22. If yes, provide the private fund's Form D file number (if any):
No Information Filed
B. SERVICE PROVIDERS
Auditors
Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?
(2) Are the financial statements prepared in accordance with U.S. GAAP?
If the answer to 23(a)(1) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must
complete questions (b) through (f) separately for each auditing firm.
Additional Auditor Information : 1 Record(s) Filed.
If the answer to 23(a)(1) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you
must complete questions (b) through (f) separately for each auditing firm.
(b) Name of the auditing firm:
WEAVER & TIDWELL, LLP
(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):
City: State: Country:
FORT WORTH Texas United States
Yes No
(d) Is the auditing firm an independent public accountant?
(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?
(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in
accordance with its rules?
Yes No
(g) Are the private fund's audited financial statements distributed to the private fund's investors?
(h) Does the report prepared by the auditing firm contain an unqualified opinion?
Yes No Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.
Prime Broker
Yes No
24. (a) Does the private fund use one or more prime brokers?
If the answer to 24(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses
more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.
No Information Filed
Custodian
Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?
If the answer to 25(a) is "yes," respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
more than one custodian, you must complete questions (b) through (f) separately for each custodian.
Additional Custodian Information : 1 Record(s) Filed.
If the answer to 25(a) is "yes," respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses
more than one custodian, you must complete questions (b) through (f) separately for each custodian.
(b) Legal name of custodian:
SILICON VALLEY BANK
(c) Primary business name of custodian:
SILICON VALLEY BANK
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
NEWTON Massachusetts United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any)
-
CRD Number (if any):
Administrator
Yes No
26. (a) Does the private fund use an administrator other than your firm?
If the answer to 26(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must
complete questions (b) through (f) separately for each administrator.
Additional Administrator Information : 1 Record(s) Filed.
If the answer to 26(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must
complete questions (b) through (f) separately for each administrator.
(b) Name of the administrator:
POTOMAC ASSET MANAGEMENT COMPANY, INC
(c) Location of administrator (city, state and country):
City: State: Country:
FREDERICK Maryland United States
Yes No
(d) Is the administrator a related person of your firm?
(e) Does the administrator prepare and send investor account statements to the private fund's investors?
Yes (provided to all investors) Some (provided to some but not all investors) No (provided to no investors)
(f) If the answer to 26(e) is "no" or "some," who sends the investor account statements to the (rest of the) private fund's investors? If
investor account statements are not sent to the (rest of the) private fund's investors, respond "not applicable."
POTOMAC ASSET MANAGEMENT COMPANY, INC
27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not
your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any
relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including
allocations) was the valuation determined by such person.
Marketers
Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or
similar person. If the answer to 28(a) is "yes", respond to questions (b) through (g) below for each such marketer the private fund uses. If the
private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
No Information Filed
SECTION 7.B.(2) Private Fund Reporting
No Information Filed
Item 8 Participation or Interest in Client Transactions
In this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which
conflicts of interest may occur between you and your clients.
Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.
Proprietary Interest in Client Transactions
A. Do you or any related person: Yes No
(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?
(2) buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?
(3) recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary
(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?
Sales Interest in Client Transactions
B. Do you or any related person: Yes No
(1) as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory
client securities are sold to or bought from the brokerage customer (agency cross transactions)?
(2) recommend purchase of securities to advisory clients for which you or any related person serves as underwriter, general or managing
partner, or purchaser representative?
(3) recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than
the receipt of sales commissions as a broker or registered representative of a broker-dealer)?
Investment or Brokerage Discretion
C. Do you or any related person have discretionary authority to determine the: Yes No
(1) securities to be bought or sold for a client's account?
(2) amount of securities to be bought or sold for a client's account?
(3) broker or dealer to be used for a purchase or sale of securities for a client's account?
(4) commission rates to be paid to a broker or dealer for a client's securities transactions?
D. If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?
E. Do you or any related person recommend brokers or dealers to clients?
F. If you answer "yes" to E above, are any of the brokers or dealers related persons?
G. (1) Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party
("soft dollar benefits") in connection with client securities transactions?
(2) If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under
section 28(e) of the Securities Exchange Act of 1934?
H. Do you or any related person, directly or indirectly, compensate any person for client referrals?
I. Do you or any related person, directly or indirectly, receive compensation from any person for client referrals?
In responding to Items 8.H and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H) or received
from (in answering Item 8.I) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client
referrals.
Item 9 Custody
In this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the
Investment Company Act of 1940) assets and about your custodial practices.
A. (1) Do you have custody of any advisory clients': Yes No
(a) cash or bank accounts?
(b) securities?
If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees
directly from your clients' accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you have
overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-(2)(d)(5)) from the related person.
(2) If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which
you have custody:
U.S. Dollar Amount Total Number of Clients
(a) $ 97,000,000 (b) 2
If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients’ accounts, do not
include the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in
connection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).
Instead, include that information in your response to Item 9.B.(2).
B. (1) In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients': Yes No
(a) cash or bank accounts?
(b) securities?
You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).
(2) If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which
your related persons have custody:
U.S. Dollar Amount Total Number of Clients
(a) $ 97,000,000 (b) 2
C. If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following
that apply:
(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.
(2) An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements
are distributed to the investors in the pools.
(3) An independent public accountant conducts an annual surprise examination of client funds and securities.
(4) An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons
are qualified custodians for client funds and securities.
If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or prepare
an internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided this
information with respect to the private funds you advise in Section 7.B.(1) of Schedule D).
D. Do you or your related person(s) act as qualified custodians for your clients in connection with advisory services you provide to clients? Yes No
(1) you act as a qualified custodian
(2) your related person(s) act as qualified custodian(s)
If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule
206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independent
under rule 206(4)-2 of the Advisers Act.
E. If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last
fiscal year, provide the date (MM/YYYY) the examination commenced:
F. If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons, act
as qualified custodians for your clients in connection with advisory services you provide to clients?
6
SECTION 9.C. Independent Public Accountant
You must complete the following information for each independent public accountant engaged to perform a surprise examination, perform an audit of a
pooled investment vehicle that you manage, or prepare an internal control report. You must complete a separate Schedule D Section 9.C. for each
independent public accountant.
(1) Name of the independent public accountant:
WEAVER & TIDWELL, LLP
(2) The location of the independent public accountant's office responsible for the services provided:
Number and Street 1: Number and Street 2:
2821 WEST SEVENTH STREET GWYNEDD HALL, SUITE 400
City: State: Country: ZIP+4/Postal Code:
FORTH WORTH Texas United States 76107
Yes No
(3) Is the independent public accountant registered with the Public Company Accounting Oversight Board?
(4) If yes to (3) above, is the independent public accountant subject to regular inspection by the Public Company Accounting Oversight Board in
accordance with its rules?
(5) The independent public accountant is engaged to:
A. audit a pooled investment vehicle
B. perform a surprise examination of clients' assets
C. prepare an internal control report
(6) Does any report prepared by the independent public accountant that audited the pooled investment vehicle or that examined internal controls contain
an unqualified opinion?
Yes
No
Report Not Yet Received
If you check "Report Not Yet Received", you must promptly file an amendment to your Form ADV to update your response when the accountant's report is
available.
Item 10 Control Persons
In this Item, we ask you to identify every person that, directly or indirectly, controls you.
If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners
and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported
on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.
Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?
If yes, complete Section 10.A. of Schedule D.
B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities
Exchange Act of 1934, please complete Section 10.B. of Schedule D.
SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies
No Information Filed
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to
determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an
investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than
one of the questions below.
Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all
of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.
If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.
If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years
following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your
disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of
calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary
orders, judgments, or decrees lapsed.
You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.
Yes No
Do any of the events below involve you or any of your supervised persons?
For "yes" answers to the following questions, complete a Criminal Action DRP:
A. In the past ten years, have you or any advisory affiliate: Yes No
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?
(2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to
charges that are currently pending.
B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:
investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,
forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?
(2) been charged with a misdemeanor listed in Item 11.B.(1)?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to
charges that are currently pending.
For "yes" answers to the following questions, complete a Regulatory Action DRP:
C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
(3) found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,
suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity?
(5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?
D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?
(2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?
(3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business
denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?
(5) ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory
affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?
E. Has any self-regulatory organization or commodities exchange ever:
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule
violation" under a plan approved by the SEC)?
(3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,
suspended, revoked, or restricted?
(4) disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you
or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?
F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or
suspended?
G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,
11.D., or 11.E.?
For "yes" answers to the following questions, complete a Civil Judicial Action DRP:
H. (1) Has any domestic or foreign court: Yes No
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?
(b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?
(c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a
state or foreign financial regulatory authority?
(2) Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?
Item 12 Small Businesses
The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine
whether you meet the definition of "small business" or "small organization" under rule 0-7.
Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets
under management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a
current state registration, or switching from SEC to state registration.
For purposes of this Item 12 only:
Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total
assets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with
subsidiaries included, if that amount is larger).
Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by
contract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent
or more of the profits, of another person is presumed to control the other person.
Yes No
A. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?
If "yes," you do not need to answer Items 12.B. and 12.C.
B. Do you:
(1) control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)
of $25 million or more on the last day of its most recent fiscal year?
(2) control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal
year?
C. Are you:
(1) controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in
response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?
(2) controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the
last day of its most recent fiscal year?
Schedule A
Direct Owners and Executive Officers
1. Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive
officers. Use Schedule C to amend this information.
2. Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is
required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar
status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a
public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act);
Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a
class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing
the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the
security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or
have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has
contributed, 5% or more of your capital, the trust and each trustee; and
(e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%
or more of your capital, and (ii) if managed by elected managers, all elected managers.
3. Do you have any indirect owners to be reported on Schedule B? Yes No
4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or
"I" if the owner or executive officer is an individual.
5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or
member; and for shareholders or members, the class of securities owned (if more than one is issued).
6. Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75%
A - 5% but less than 10% C - 25% but less than 50% E - 75% or more
7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does
not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are
control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
FULL LEGAL NAME (Individuals: Last DE/FE/I Status Date Status Ownership Control PR CRD No. If None: S.S. No. and Date of
Name, First Name, Middle Name) Acquired Code Person Birth, IRS Tax No. or Employer ID No.
MM/YYYY
BYRON, GOODLOE, EDGAR I PRESIDENT, CHIEF 12/2001 E Y N 1028918
COMPLIANCE
OFFICER
Schedule B
Indirect Owners
1. Complete Schedule B only if you are submitting an initial application. Schedule B asks for information about your indirect owners; you must first complete
Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.
2. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct
the sale of, 25% or more of a class of a voting security of that corporation;
For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;
or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.
(b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon
dissolution, or have contributed, 25% or more of the partnership's capital;
(c) in the case of an owner that is a trust, the trust and each trustee; and
(d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have
contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.
3. Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of
the Exchange Act) is reached, no further ownership information need be given.
4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or
"I" if the owner is an individual.
5. Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or
members, the class of securities owned (if more than one is issued).
6. Ownership codes are: C - 25% but less than 50% E - 75% or more
D - 50% but less than 75% F - Other (general partner, trustee, or elected manager)
7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does
not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are
control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
No Information Filed
Schedule D - Miscellaneous
You may use the space below to explain a response to an Item or to provide any other information.
DRP Pages
CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
No Information Filed
REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
OR
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details to each action on a separate DRP.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your
advisory affiliates
One or more of your
advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
SECURITIES AND EXCHANGE COMMISSION
2. Principal Sanction:
Cease and Desist
Other Sanctions:
CIVIL AND ADMINISTRATIVE PENALTIES, CENSURE
3. Date Initiated (MM/DD/YYYY):
09/11/2017 Exact Explanation
If not exact, provide explanation:
4. Docket/Case Number:
ADMINISTRATIVE PROCEEDING FILE NO. 3-18168
5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6. Principal Product Type:
No Product
Other Product Types:
7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
MISALLOCATION OF FEES AND EXPENSES, FAILURE TO ADOPT WRITTEN POLICIES AND PROCEDURES REASONABLY TAILORED TO PREVENT VIOLATIONS,
FAILURE TO MAKE CAPITAL CONTRIBUTIONS.
8. Current Status? Pending On Appeal Final
9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Order
11. Resolution Date (MM/DD/YYYY):
09/11/2017 Exact Explanation
If not exact, provide explanation:
12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine Amount: $ 300,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate date paid and if any portion of
penalty was waived:
$300,000.00 PAYABLE AS FOLLOWS: $50,000.00 WITHIN 10 DAYS, $50,000.00 WITHIN 180 DAYS, $200,000.00 WITHIN 360 DAYS.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
WITHOUT ADMITTING OR DENYING THE SEC'S FINDINGS, PAM CONSENTED TO THE ENTRY OF A SETTLEMENT ORDER, ENTERED BY THE SECURITIES AND
EXCHANGE COMMISSION ON SEPTEMBER 11, 2017 (THE "SETTLEMENT ORDER"), WHICH INCLUDED A FINDING THAT IT VIOLATED SECTIONS 206(2),
206(4) AND 207 OF, AND RULES 206(4)-2, 206(4)-7 AND 206(4)-8 UNDER, THE ADVISERS ACT. THE SETTLEMENT ORDER PRIMARILY ADDRESSES THE
MISALLOCATION OF CONSULTING FEES AND OTHER EXPENSES BETWEEN PAM AND THE FUNDS. IN PARTICULAR, THE SETTLEMENT ORDER FOCUSES ON:
(I) THE USE OF PEF ASSETS TO PAY FOR CONSULTING SERVICES PROVIDED BY PAM AFFILIATES IN CONNECTION WITH PEF INVESTMENTS IN A PEF
PORTFOLIO COMPANY, AND ASSOCIATED MANAGEMENT FEE OFFSETS, AND (II) THE USE OF THE FUNDS' ASSETS TO PAY FOR CERTAIN OTHER
CONSULTING FEES AND EXPENSES RELATED TO OPERATIONS OF THE FUNDS. THE SETTLEMENT ORDER ALSO ADDRESSES DISCLOSURE FAILURES AND
CUSTODY RULE VIOLATIONS RESULTING FROM THE MISALLOCATED FEES AND EXPENSES, AND THE FAILURE ON THE PART OF THE GENERAL PARTNER TO
MAKE TIMELY CAPITAL CONTRIBUTIONS TO THE FUNDS. THE SETTLEMENT ORDER FURTHER FOUND THAT PAM DID NOT ADOPT OR IMPLEMENT ADEQUATE
WRITTEN POLICIES AND PROCEDURES REASONABLY DESIGNED TO PREVENT THE VIOLATIONS NOTED IN THE ORDER. AS NOTED IN THE SETTLEMENT
ORDER, PAM CONDUCTED A COMPLIANCE REVIEW DURING THE INVESTIGATION, ADOPTED A NUMBER OF COMPLIANCE UPGRADES AND CONTROLS, AND
VOLUNTARILY REIMBURSED THE FUNDS WITH INTEREST FOR IDENTIFIED FEES AND EXPENSES. THE SETTLEMENT ORDER CREDITS PAM FOR THESE
REMEDIAL STEPS AND ITS COOPERATION DURING THE INVESTIGATION. THERE WERE NO FINDINGS OR ALLEGATIONS IN THE SETTLEMENT ORDER OF
INTENTIONAL MISCONDUCT OR RECKLESSNESS ON THE PART OF THE PAM.
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
OR
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details to each action on a separate DRP.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your
advisory affiliates
One or more of your
advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
SECURITIES AND EXCHANGE COMMISSION
2. Principal Sanction:
Civil and Administrative Penalt(ies) /Fine(s)
Other Sanctions:
CEASE AND DESIST CENSURE
3. Date Initiated (MM/DD/YYYY):
09/11/2017 Exact Explanation
If not exact, provide explanation:
4. Docket/Case Number:
ADMINISTRATIVE PROCEEDING FILE NO. 3-18168
5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6. Principal Product Type:
No Product
Other Product Types:
7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
IMPROPER ALLOCATION OF FEES AND EXPENSES TO TWO VENTURE CAPITAL FUND CLIENTS; FAILURE TO IMPLEMENT WRITTEN POLICIES AND
PROCEDURES REASONABLY DESIGNED TO PREVENT VIOLATIONS; FAILURE OF GENERAL PARTNER TO MAKE TIMELY CAPITAL CONTRIBUTIONS.
8. Current Status? Pending On Appeal Final
9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Order
11. Resolution Date (MM/DD/YYYY):
09/11/2017 Exact Explanation
If not exact, provide explanation:
12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine Amount: $ 300,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate date paid and if any portion of
penalty was waived:
$300,000.00 PAYABLE AS FOLLOWS: $50,000.00 WITHIN 10 DAYS, $50,000.00 WITHIN 180 DAYS, $200,000.00 WITHIN 360 DAYS.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
WITHOUT ADMITTING OR DENYING THE SEC'S FINDINGS, POTOMAC ASSET MANAGEMENT COMPANY, INC. ("PAM") CONSENTED TO THE ENTRY OF A
SETTLEMENT ORDER, ENTERED BY THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 2017 (THE "SETTLEMENT ORDER"), WHICH
INCLUDED A FINDING THAT IT VIOLATED SECTIONS 206(2), 206(4) AND 207 OF, AND RULES 206(4)-2, 206(4)-7 AND 206(4)-8 UNDER, THE ADVISERS
ACT. THE SETTLEMENT ORDER PRIMARILY ADDRESSES THE MISALLOCATION OF CONSULTING FEES AND OTHER EXPENSES BETWEEN PAM AND THE
FUNDS. IN PARTICULAR, THE SETTLEMENT ORDER FOCUSES ON: (I) THE USE OF FUND ASSETS TO PAY FOR CONSULTING SERVICES PROVIDED BY PAM
AFFILIATES IN CONNECTION WITH FUND INVESTMENTS IN A FUND PORTFOLIO COMPANY, AND ASSOCIATED MANAGEMENT FEE OFFSETS, AND (II) THE
USE OF THE FUNDS' ASSETS TO PAY FOR CERTAIN OTHER CONSULTING FEES AND EXPENSES RELATED TO OPERATIONS OF THE FUNDS. THE
SETTLEMENT ORDER ALSO ADDRESSES DISCLOSURE FAILURES AND CUSTODY RULE VIOLATIONS RESULTING FROM THE MISALLOCATED FEES AND
EXPENSES, AND THE FAILURE ON THE PART OF THE GENERAL PARTNER TO MAKE TIMELY CAPITAL CONTRIBUTIONS TO THE FUNDS. THE SETTLEMENT
ORDER FURTHER FOUND THAT PAM DID NOT ADOPT OR IMPLEMENT ADEQUATE WRITTEN POLICIES AND PROCEDURES REASONABLY DESIGNED TO
PREVENT THE VIOLATIONS NOTED IN THE ORDER. AS NOTED IN THE SETTLEMENT ORDER, PAM CONDUCTED A COMPLIANCE REVIEW DURING THE
INVESTIGATION, ADOPTED A NUMBER OF COMPLIANCE UPGRADES AND CONTROLS, AND VOLUNTARILY REIMBURSED THE FUNDS WITH INTEREST FOR
IDENTIFIED FEES AND EXPENSES. THE SETTLEMENT ORDER CREDITS PAM FOR THESE REMEDIAL STEPS AND ITS COOPERATION DURING THE
INVESTIGATION. THERE WERE NO FINDINGS OR ALLEGATIONS IN THE SETTLEMENT ORDER OF INTENTIONAL MISCONDUCT OR RECKLESSNESS ON THE
PART OF THE PAM.
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
No Information Filed
Part 2
Exemption from brochure delivery requirements for SEC-registered advisers
SEC rules exempt SEC-registered advisers from delivering a firm brochure to some kinds of clients. If these exemptions excuse you from delivering a
brochure to all of your advisory clients, you do not have to prepare a brochure.
Yes No
Are you exempt from delivering a brochure to all of your clients under these rules?
If no, complete the ADV Part 2 filing below.
Amend, retire or file new brochures:
Brochure ID Brochure Name Brochure Type(s)
257213 POTOMAC ASSET MANAGEMENT FORM Pension consulting, Private funds or pools, Pension
ADV PART 2A BROCHURE plans/profit sharing plans
Execution Pages
DOMESTIC INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to
the SEC and all amendments.
Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the
state in which you maintain your principal office and place of business and any other state in which you are submitting a notice filing, as your agents to
receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand
for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state
action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding, or
arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b)
is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939,
the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the state
in which you maintain your principal office and place of business or of any state in which you are submitting a notice filing.
Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under
penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other
information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.
I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having
custody or possession of these books and records to make them available to federal and state regulatory representatives.
Signature: Date: MM/DD/YYYY
GOODLOE E. BYRON, JR. 09/29/2017
Printed Name: Title:
GOODLOE E. BYRON, JR. CHIEF EXECUTIVE OFFICER
Adviser CRD Number:
105730
NON-RESIDENT INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to
the SEC and all amendments.
1. Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each of the Secretary of the SEC, and the Secretary of State or
other legally designated officer, of any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such
persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or
papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or
arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any
activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly,
upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of
1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of any state in which you are submitting a
notice filing.
2. Appointment and Consent: Effect on Partnerships
If you are organized as a partnership, this irrevocable power of attorney and consent to service of process will continue in effect if any partner withdraws
from or is admitted to the partnership, provided that the admission or withdrawal does not create a new partnership. If the partnership dissolves, this
irrevocable power of attorney and consent shall be in effect for any action brought against you or any of your former partners.
3. Non-Resident Investment Adviser Undertaking Regarding Books and Records
By signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal office in
Washington D.C., at any Regional or District Office of the Commission, or at any one of its offices in the United States, as specified by the Commission,
correct, current, and complete copies of any or all records that you are required to maintain under Rule 204-2 under the Investment Advisers Act of 1940.
This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or powers of
attorney or any of your general partners and managing agents.
Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non-resident investment adviser. The investment adviser and I both
certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits
and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.
I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having
custody or possession of these books and records to make them available to federal and state regulatory representatives.
Signature: Date: MM/DD/YYYY
Printed Name: Title:
Adviser CRD Number:
105730