Advent Capital Management, LLC

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
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 for 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 or reporting as an exempt reporting adviser 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   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
2.
Principal Sanction:
Cease and Desist
Other Sanctions: 
CENSURE, CIVIL AND ADMINISTRATIVE PENALTY/FINE, DISGORGEMENT WITH INTEREST.
3.
Date Initiated (MM/DD/YYYY): 
09/16/2014
 Exact
 Explanation
If not exact, provide explanation:
4.
Docket/Case Number:
ADMINISTRATIVE PROCEEDING FILE NO. 3-16118
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
Equity Listed (Common & Preferred Stock)
Other Product Types: 

7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
THIS REGULATORY ACTION IS RELATED TO TWO ALLEGED VIOLATIONS OF RULE 105 OF REGULATION M UNDER THE SECURITIES EXCHANGE ACT OF
1934. RULE 105 GENERALLY PROHIBITS BUYING AN EQUITY SECURITY IN AN UNDERWRITTEN SECONDARY PUBLIC OFFERING IF THE BUYER SOLD SHORT
THE SAME SECURITY DURING THE RESTRICTED PERIOD SPECIFIED IN THE RULE (GENERALLY FIVE BUSINESS DAYS BEFORE THE PRICING OF THE
OFFERING). THIS REGULATORY ACTION IS RELATED TO ADVENT CAPITAL MANAGEMENT, LLC'S PURCHASES OF SECURITIES, ON BEHALF OF ITS
INVESTMENT FUND CLIENTS, IN CONNECTION WITH TWO SECONDARY PUBLIC OFFERINGS IN 2012.
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):
09/16/2014
 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: $ 65,000.00
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
THE SEC ORDERED ADVENT CAPITAL MANAGEMENT, LLC TO (1) CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY
FUTURE VIOLATIONS OF RULE 105 OF REGULATION M OF THE SECURITIES EXCHANGE ACT OF 1934 AND (2) PAY DISGORGEMENT OF $75,292,
PREJUDGMENT INTEREST OF $3,836.36, AND A CIVIL MONEY PENALTY IN THE AMOUNT OF $65,000 (FOR A TOTAL OF $144,128.36) TO THE
UNITED STATES TREASURY.
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: 
THE SEC ORDERED ADVENT CAPITAL MANAGEMENT, LLC TO (1) CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY
FUTURE VIOLATIONS OF RULE 105 OF REGULATION M OF THE SECURITIES EXCHANGE ACT OF 1934 AND (2) PAY DISGORGEMENT OF $75,292,
PREJUDGMENT INTEREST OF $3,836.36, AND A CIVIL MONEY PENALTY IN THE AMOUNT OF $65,000 (FOR A TOTAL OF $144,128.36) TO THE
UNITED STATES TREASURY.
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).
ON SEPTEMBER 16, 2014, ADVENT CAPITAL MANAGEMENT, LLC VOLUNTARILY AGREED, WITHOUT ADMITTING OR DENYING ANY ALLEGATIONS, TO A
SETTLEMENT WITH THE SEC RELATING TO RULE 105 OF REGULATION M UNDER THE SECURITIES AND EXCHANGE ACT OF 1934. ADVENT CAPITAL
MANAGEMENT, LLC PAID DISGORGEMENT OF $75,292, PREJUDGMENT INTEREST OF $3,836.36, AND A CIVIL MONEY PENALTY IN THE AMOUNT OF
$65,000 (FOR A TOTAL OF $144,128.36) TO THE UNITED STATES TREASURY ON OR ABOUT SEPTEMBER 16, 2014.