Coast to Coast compliance


Coast to Coast Compliance works with a diverse client base located across the United States, as well as some domiciled internationally.

These clients include investment advisers (SEC-registered, state-registered, exempt reporting advisers, international advisers, etc.), alternative asset managers (private equity funds, hedge funds, real estate funds, venture capital funds, etc.), broker-dealers, investment banks, money services businesses, business brokers, and other financial services organizations. 

Who We Work With

SEC Registered Investment Advisers
State Registered Investment Advisers
Exempt Reporting Advisers
Investment Banks & Money Services Businesses
International Advisers
Alternative Asset Managers
Private Equity Funds
Hedge Funds
Venture Capital & Real Estate Funds

Types of Investment Advisers

Asset Thresholds Related to Investment Advisers

The following is helpful information to determine under which category an investment adviser falls under.  Investment advisers can be divided into the following categories based on their regulatory assets under management (“RAUM”): 

  • Small Adviser:  Less than $25 million RAUM (generally state registered)
  • Mid-Sized Adviser:  Between $25 million and $100 million RAUM (generally state registered)
  • Large Adviser:  Greater than $100 million RAUM (generally SEC registered; otherwise may be an ERA)

Small and Mid-Sized Advisers

Generally, small advisers and mid-sized advisers are required to register with and are primarily regulated by a state securities authority where their principal office is maintained, unless a registration exemption is available.  If a mid-sized adviser is not required to be registered in a state, they must file with the SEC unless an exemption is available.  State registered investment advisers (i.e. small and mid-sized advisers) have Form ADV filing requirements as well as other compliance requirements such as developing and maintaining a compliance program.  

  • Common State Exemption:  Many states exempt from registration an  “investment adviser or federal covered investment adviser who during the immediately preceding twelve consecutive months has not had more than five clients in [that particular state].”  Under widely accepted principles of federal and state securities law, investment advisers to private funds would count each fund as a client and not each individual fund-investor.  However, an investment adviser that is not advising private funds, would count individual investors as clients.  Nonetheless, it is important to check for any relevant federal and state requirements.

Large Advisers

Generally, large advisers are required to register with and are primarily regulated by the SEC, unless a registration exemption is available. For example, investment advisers with between $100 - $150 million RAUM solely attributable to private funds may qualify as an Exempt Reporting Adviser under the Private Fund Adviser Exemption. However, once that adviser’s RAUM is over $150 million, they would then be required to register with the SEC.

Exempt Reporting Advisers

Exempt reporting advisers (“ERAs”) are not “registered with” the SEC; however, they file an abbreviated Form ADV among other compliance requirements.  Federally, the two exemptions that investment advisers can use to claim ERA status are: (i) the Private Fund Adviser Exemption; or (ii) the Venture Capital Fund Adviser Exemption.  

  • Private Fund Adviser Exemption (under Section 203(m) of the Investment Advisers Act)
  • Exempts from SEC registration an investment adviser that acts as an adviser solely to private funds (i.e. 3(c)(1) funds and 3(c)(7) funds) and has RAUM in the U.S. of less than $150 million. 
  • Venture Capital Fund Adviser Exemption (under Section 203(l) of the Investment Advisers Act)
  • Exempts from SEC registration an investment adviser that acts as an adviser solely to 1 or more venture capital funds (as defined in SEC regulations) and is not based on RAUM.


Broker-Dealer Registration Overview:

The Securities Exchange Act of 1934 ("Exchange Act") governs the way in which the nation's securities markets and its brokers and dealers operate. Most "brokers" and "dealers" must register with the SEC and join a "self-regulatory organization."  Under Section 15(b) of the Exchange Act, if a broker-dealer does not qualify for an exemption, the broker-dealer must register and the broker-dealer may not begin business until:

  • it has properly filed Form BD, and the SEC has granted its registration;
  • it has become a member of an SRO;
  • it has become a member of SIPC, the Securities Investor Protection Corporation;
  • it complies with all applicable state requirements; and
  • its "associated persons" have satisfied applicable qualification requirements.

Who is a "Broker" under the Exchange Act?

Section 3(a)(4)(A) of the Exchange Act generally defines a "broker" as any person engaged in the business of effecting transactions in securities for the account of others. Sometimes you can easily determine if someone is a broker. For instance, a person who executes transactions for others on a securities exchange clearly is a broker. However, other situations are less clear. For example, each of the following individuals and businesses may need to register as a broker, depending on a number of factors:

  • "finders," "business brokers," and other individuals or entities that engage in the following activities:(i) finding investors or customers for, making referrals to, or splitting commissions with registered broker-dealers, investment companies (or mutual funds, including hedge funds) or other securities intermediaries; (ii) finding investment banking clients for registered broker-dealers; (iii) finding investors for "issuers" (entities issuing securities), even in a "consultant" capacity; (iv) engaging in, or finding investors for, venture capital or "angel" financings, including private placements; and (v) finding buyers and sellers of businesses (i.e., activities relating to mergers and acquisitions where securities are involved);
  • investment advisers and financial consultants;
  • foreign broker-dealers that cannot rely on Rule 15a-6 under the Act (discussed below);
  • persons that operate or control electronic or other platforms to trade securities;
  • persons that market real-estate investment interests, such as tenancy-in-common interests, that are securities;
  • persons that act as "placement agents" for private placements of securities;
  • persons that market or effect transactions in insurance products that are securities, such as variable annuities, or other investment products that are securities;
  • persons that effect securities transactions for the account of others for a fee, even when those other people are friends or family members;
  • persons that provide support services to registered broker-dealers; and
  • persons that act as "independent contractors," but are not "associated persons" of a broker-dealer (for information on "associated persons," see below).

Who is a "Dealer" under the Exchange Act?

Section 3(a)(5)(A) of the Exchange Act generally defines a "dealer" as: any person engaged in the business of buying and selling securities for his own account, through a broker or otherwise. Unlike a broker, who acts as agent, a dealer acts as principal. The definition of "dealer" does not include a "trader," that is, a person who buys and sells securities for his or her own account, either individually or in a fiduciary capacity, but not as part of a regular business. Individuals who buy and sell securities for themselves generally are considered traders and not dealers. Sometimes you can easily tell if someone is a dealer. For example, a firm that advertises publicly that it makes a market in securities is obviously a dealer. Other situations can be less clear. For instance, each of the following individuals and businesses may need to register as a dealer, depending on a number of factors:

  • a person who holds himself out as being willing to buy and sell a particular security on a continuous basis;
  • a person who runs a matched book of repurchase agreements; or
  • a person who issues or originates securities that he also buys and sells.