# Draft Sec Wells Submission Investment Adviser > Wells submission memorandum responding to an SEC Wells Notice for an investment adviser, organized to address the staff’s theories, the factual record, any scienter-related issues, any nexus or element-based defenses, any reliance on professionals, and any remediation or mitigation. - Skill: `finchipaiorg/draft-sec-wells-submission-investment-adviser` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-sec-wells-submission-investment-adviser` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-sec-wells-submission-investment-adviser/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-sec-wells-submission-investment-adviser --- # Skill: Draft Response to SEC Wells Notice — Investment Adviser Wells Submission ## 1. Subject-matter triage (only if applicable) - Treat the Wells Notice as the staff’s preview of the theories most likely to reach the Commission; draft for declination, narrowing, or mitigation, not mere background summary. - Identify each asserted theory, each factual predicate it depends on, and whether the record supports a full defense, a narrowing defense, or a concession with mitigation. - If the notice is framed around multiple theories, analyze them separately rather than blending them into one narrative. - Where the record includes post-decision validation, independent review, or remediation, treat those as part of the merits narrative and not as an afterthought. ## 2. Failure modes the skill is correcting - The draft stays at the level of broad denial and does not test the staff’s elements against the record. - It collapses distinct theories into one response and misses differences in mental state, nexus, or statutory footing. - It argues innocence in conclusory terms without naming the governing rule, statute, regulation, or case law. - It overlooks independent review, professional consultation, or later remediation that can defeat an inference of deceptive intent or support discretion. - It omits a specific request for the Commission-facing disposition sought. - It treats quantitative record support too loosely; the memorandum should present figures, timing, and comparisons with enough precision to be credible, while avoiding unsupported arithmetic. ## 3. Legal frameworks / domain conventions that apply - A Wells submission is the respondent’s final written opportunity to persuade SEC Enforcement staff before a recommendation goes to the Commission. - The submission should be framed as a formal memorandum addressed to Enforcement staff and should be organized by theory, element, and evidentiary response. - Analyze each asserted antifraud theory on its own terms, including any scienter-based theory and any negligence-based theory, because the required mental state and proof differ. - For every legal proposition relied on, cite the controlling authority by name and section, rule, or leading case; do not state a legal conclusion without the governing authority. - For Advisers Act fraud theories, separate the question of misleading conduct from the question of intent, recklessness, or negligence; good-faith judgment and poor process are not the same thing. - If the staff’s theory depends on a specific transaction, communication, solicitation, offer, sale, or similar nexus, test whether the record actually places the conduct within that required scope. - If the conduct is better characterized as ongoing advisory, portfolio, supervisory, or operational activity, explain how that characterization affects the theory without conceding unrelated issues. - If later performance data, independent comparisons, or third-party review supports the decision, use that material to show reasonableness, validation, or good faith. - If external professionals reviewed, approved, or advised on the relevant conduct, explain what they reviewed, when they did so, and why that matters to intent, process, or reliance. - Remediation is relevant to mitigation and future-risk reduction; present it as part of a broader accountability narrative rather than as a standalone apology. ## 4. Analytical scaffolds 1. **Theory-by-theory response**: For each asserted theory, identify the staff’s apparent position, the operative facts, the legal elements, and the requested disposition. 2. **Element testing**: For each element, ask what the staff must prove, what in the record supports it, and what in the record undermines it. 3. **Mental-state analysis**: Where intent or recklessness matters, distinguish between evidence of adverse outcome, evidence of process weakness, and evidence of deceptive purpose. 4. **Record-based comparison**: Use structured summaries or tables when comparing projections to results, reviewed to unreviewed conduct, or pre- and post-issue practices; tie each comparison to source material. 5. **Professional review analysis**: Identify any independent review or consultation, the stage at which it occurred, the scope of the review, and its significance for good faith or reliance. 6. **Nexus analysis**: If the theory depends on a particular transaction or communication, analyze whether the conduct falls inside that scope and what follows if it does not. 7. **Remediation analysis**: Identify corrective actions, policy revisions, supervision changes, training, or personnel changes, and explain how they reduce future risk and support discretionary relief. 8. **Disposition request**: Close each theory with the specific relief sought, whether declination, narrowing, or another appropriate outcome. ## 5. Vertical / structural / temporal relationships (only if applicable) - Where the conduct spans multiple periods, treat each period separately if the legal significance changes over time. - Where a decision was made at one level and reviewed at another, explain the chain of review and how that affects knowledge, approval, and responsibility. - Where a later event validates an earlier judgment, keep the timeline clear: initial decision, intermediate review, later outcome, and any corrective response. - Where multiple actors participated, identify who did what, who knew what, and when each relevant step occurred. - If a theory depends on a threshold event or communication, locate that event precisely in the chronology before arguing its legal consequence. ## 6. Output structure conventions - Deliver as a formal Wells submission memorandum addressed to SEC Division of Enforcement staff. - Use a conventional legal memo shape with an opening summary, a theory-by-theory body, a focused discussion of key record evidence, and a closing request for relief. - Within each theory section, state the staff’s apparent theory, the factual response, the legal analysis with authority, and the requested disposition. - Use tables or other structured formats where they improve clarity for timelines, comparisons, validation data, or review history. - If there is more than one asserted theory, give each theory its own section rather than blending them. - End with an explicit request for the Commission-facing outcome sought, followed by a concise remediation or next-steps paragraph if helpful. - Keep the draft oriented to persuasion: every paragraph should advance the argument that the staff should decline enforcement or narrow the case.