Form BD OMB APPROVAL OMB Number: 3235-0012 Expires: August 31, 2013 Estimated average burden hours per response. . . . . . . 2.75 per amendment . . . . . . . . 0.33 Uniform Application for Broker-Dealer Registration SEC1490 (1-08) Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. American LegalNet, Inc. www.FormsWorkFlow.com FORM BD INSTRUCTIONS A. GENERAL INSTRUCTIONS 1. Form BD is the Uniform Application for Broker-Dealer Registration. Broker-Dealers must file this form to register with the Securities and Exchange Commission, the self-regulatory organizations, and jurisdictions through the Central Registration Depository (“CRD”) system, operated by FINRA. 2. UPDATING – By law, the applicant must promptly update Form BD information by submitting amendments whenever the information on file becomes inaccurate or incomplete for any reason. 3. CONTACT EMPLOYEE – The individual listed as the contact employee must be authorized to receive all compliance information, communications, and mailings, and be responsible for disseminating it within the applicant’s organization. 4. GOVERNMENT SECURITIES ACTIVITIES A. Broker-dealers registered or applicants applying for registration under Section 15(b) of the Exchange Act that conduct (or intend to conduct) a government securities business in addition to other broker-dealer activities (if any) must file a notice on Form BD by answering “yes” to Item 2B. B. Section 15C of the Securities Exchange Act of 1934 requires sole government securities broker-dealers to register with the SEC. To do so, answer “yes” to Item 2C if conducting only a government securities business. C. Broker-dealers registered under Section 15(b) of the Exchange Act that cease to conduct a government securities business must file notice when ceasing their activities in government securities. To do so, file an amendment to Form BD and answer “yes” to ltem 2D. NOTE: Broker-dealers registered under Section 15C may register under Section 15(b) by filing an amendment to Form BD and answering “yes” to Items 2A and 2D. By doing so, broker-dealer expressly consents to withdrawal of broker-dealer’s registration under 15C of the Exchange Act. 5. FEDERAL INFORMATION LAW AND REQUIREMENTS – An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. Section 15, 15B, 15C, 17(a) and 23(a) of the Exchange Act authorize the Commission to collect the Information on this Form from registrants. See 15 U.S.C. 78o, 78o­ 4, 78o-5, 78-q and 78w. Filing of this Form is mandatory; however the social security number information, which aids in identifying the applicant, is voluntary. The principal purpose of this Form is to permit the Commission to determine whether the applicant meets the statutory requirement to engage in the securities business. The Form also is used by applicants to register as brokerdealers with certain self-regulatory organizations and all of the states. The Commission and the Financial Industry Regulatory Authority, Inc. maintain the files of the information on this Form and will make the information publicly available. Any member of the public may direct to the Commission any comments concerning the accuracy of the burden estimate on application facing page of this Form, and any suggestions for reducing this burden. This collection of information has been reviewed by the Office of Management and Budget in accordance with the clearance requirements of 44 U.S.C. §3507. The information contained in this form is part of a system of records subject to the Privacy Act of 1974, as amended. The Securities and Exchange Commission has published in the Federal Register the Privacy Act Systems of Records Notice for these records. B. PAPER FILING INSTRUCTIONS (FIRST TIME APPLICANTS FILING WITH CRD AND WITH SOME JURISDICTIONS) 1. FORMAT A. A full paper Form BD is required when the applicant is filing with the CRD for the first time. In addition, some jurisdictions may require a separate paper filing of Form BD. The applicant should contact the appropriate jurisdiction(s) for specific filing requirements. B. Attach an Execution Page (Page 1) with original manual signatures to the initial Form BD filing. C. Type all information. D. Give the name of the broker-dealer and date on each page. E. Use only the current version of Form BD and its Schedules or a reproduction of them. 2. DISCLOSURE REPORTING PAGE (DRP) – Information concerning the applicant or control affiliate that relates to the occurrence of an event reportable under Item 11 must be provided on the applicant’s appropriate DRP(BD). If a control affiliate is an individual or organization registered through the CRD, such control affiliate need only complete Part I of the applicant’s appropriate DRP(BD). Details of the event must be submitted on the control affiliate’s appropriate DRP(BD) or DRP(U-4). Attach a copy of the fully completed DRP(BD), or DRP(U-4) previously submitted. If a control affiliate is an individual or organization not registered through the CRD, provide complete answers to all of the items on the applicant’s appropriate DRP(BD). 3. SCHEDULES A, B AND C – File Schedules A and B only with initial applications for registration. Use Schedule C to update Schedules A and B. Individuals not required to file a Form U-4 (individual registration) with the CRD system who are listed on Schedules A, B, or C must attach page 2 of Form U-4. The applicant broker-dealer must be listed in Form U-4 Item 20 or 21. Signatures are not required. 4. SCHEDULE D – Schedule D provides additional space for explaining answers to Item 1C(2), and ‘’yes’’ answers to items 5, 7, 8, 9,10,12, and 13 of Form BD. C. ELECTRONIC FILING INSTRUCTIONS (APPLICANTS/ REGISTERED BROKER-DEALERS FILING AMENDMENTS WITH CRD) 1. FORMAT A. Items 1-13 must be answered and all fields requiring a response must be completed before the filing will be accepted. American LegalNet, Inc. www.FormsWorkFlow.com B. Applicant must complete the execution screen certifying that Form BD and amendments thereto have been executed properly and that the information contained therein is accurate and complete. C. To amend information, applicant must update the appropriate Form BD screens. D. A paper copy, with original manual signatures, of the initial Form BD filing and amendments to Disclosure Reporting Pages (DRPs BD) must be retained by the applicant and be made available for inspection upon a regulatory request. 2. DISCLOSURE REPORTING PAGE (DRP) – Information concerning the applicant or control affiliate that relates to the occurrence of an event reportable under Item 11 must be provided on the applicant’s appropriate DRP(BD). If a control affiliate is an individual or organization registered through the CRD, such control affiliate need only complete the control affiliate name and CRD number of the applicant’s appropriate DRP(BD). Details for the event must be submitted on the control affiliate’s appropriate DRP(BD) or DRP(U-4). If a control affiliate is an individual or organization not registered through the CRD, provide complete answers to all of the questions and complete all fields requiring a response on the applicant’s appropriate DRP(BD) screen. 3. DIRECT AND INDIRECT OWNERS – Amend the Direct Owners and Executive Officers screen and the Indirect Owners screen when changes in ownership occur. Control affiliates that are individuals who are not required to file a Form U-4 (individual registration) with the CRD must complete page 2 of Form U-4 (i.e., submit/file the information elicited by the Personal Data, Residential History, and Employment and Personal History sections of that Form). The applicant broker-dealer must be listed in Form U-4 Item 20 or 21. The CRD mailing address for questions and correspondence is: NASAA/FINRA CENTRAL REGISTRATION DEPOSITORY P.O. BOX 9495 GAITHERSBURG, MD 20898-9495 EXPLANATION OF TERMS (The following terms are italicized throughout this form.) 1. GENERAL APPLICANT – The broker-dealer applying on or amending this form. CONTROL – The power, directly or indirectly, to direct the management or policies of a company, whether through ownership of securities, by contract, or otherwise. Any person that (i) is a director, general partner or officer exercising executive responsibility (or having similar status or functions); (ii) directly or indirectly has the right to vote 25% or more of a class of a voting security or has the power to sell or direct the sale of 25% or more of a class of voting securities; or (iii) in the case of a partnership, has the right to receive upon dissolution, or has contributed, 25% or more of the capital, is presumed to control that company. (This definition is used solely for the purpose of Form BD.) JURISDICTION – A state, the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, or any subdivision or regulatory body thereof. PERSON – An individual, partnership, corporation, trust, or other organization. SELF-REGULATORY ORGANIZATION – Any national securities or commodities exchange or registered securities association, or registered clearing agency. 2. FOR THE PURPOSE OF ITEM 5 AND SCHEDULE D SUCCESSOR - An unregistered entity that assumes or acquires substantially all of the assets and liabilities, and that continues the business of, a registered predecessor broker-dealer, who ceases its broker-dealer activities. [See Securities Exchange Act Release No. 31661 (December 28, 1992), 58 FR 7 (January 4, 1993)] 3. FOR THE PURPOSE OF ITEM 11 AND THE CORRESPONDING DISCLOSURE REPORTING PAGES (DRPs) CONTROL AFFILIATE – A person named in Items 1A, 9 or in Schedules A, B or C as a control person or any other individual or organization that directly or indirectly controls, is under common control with, or is controlled by, the applicant, including any current employee except one performing only clerical, administrative, support or similar functions, or who, regardless of title, performs no executive duties or has no senior policy making authority. INVESTMENT OR INVESTMENT-RELATED – Pertaining to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with a broker-dealer, municipal securities dealer, government securities broker or dealer, issuer, investment company, investment adviser, futures sponsor, bank, or savings association). INVOLVED – Doing an act or aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act. FOREIGN FINANCIAL REGULATORY AUTHORITY – Includes (1) a foreign securities authority; (2) other governmental body or foreign equivalent of a self-regulatory organization empowered by a foreign government to administer or enforce its laws relating to the regulation of investment or investment-related activities; and (3) a foreign membership organization, a function of which is to 2 American LegalNet, Inc. www.FormsWorkFlow.com regulate the participation of its members in the activities listed above. PROCEEDING – Includes a formal administrative or civil action initiated by a governmental agency, self-regulatory organization or a foreign financial regulatory authority; a felony criminal indictment or information (or equivalent formal charge); or a misdemeanor criminal information (or equivalent formal charge). Does not include other civil litigation, investigations, or arrests or similar charges effected in the absence of a formal criminal indictment or information (or equivalent formal charge). CHARGED – Being accused of a crime in a formal complaint, information, or indictment (or equivalent formal charge). ORDER – A written directive issued pursuant to statutory authority and procedures, including orders of denial, suspension, or revocation; does not include special stipulations, undertakings or agreements relating to payments, limitations on activity or other restrictions unless they are included in an order. FELONY – For jurisdictions that do not differentiate between a felony and a misdemeanor, a felony is an offense punishable by a sentence of at least one year imprisonment and/or a fine of at least $1,000. The term also includes a general court martial. MISDEMEANOR – For jurisdictions that do not differentiate between a felony and a misdemeanor, a misdemeanor is an offense punishable by a sentence of less than one year imprisonment and/or a fine of less than $1,000. The term also includes a special court martial. FOUND – Includes adverse final actions, including consent decrees in which the respondent has neither admitted nor denied the findings, but does not include agreements, deficiency letters, examination reports, memoranda of understanding, letters of caution, admonishments, and similar informal resolutions of matters. MINOR RULE VIOLATION – A violation of a self-regulatory organization rule that has been designated as “minor’’ pursuant to a plan approved by the U.S. Securities and Exchange Commission. A rule violation may be designated as “minor’’ under a plan if the sanction imposed consists of a fine of $2,500 or less, and if the sanctioned person does not contest the fine. (Check with the appropriate self-regulatory organization to determine if a particular rule violation has been designated as “minor” for these purposes). ENJOINED – Includes being subject to a mandatory injunction, prohibitory injunction, preliminary injunction, or a temporary restraining order. 3 American LegalNet, Inc. www.FormsWorkFlow.com FORM BD UNIFORM APPLICATION FOR BROKER-DEALER REGISTRATION OFFICIAL USE PAGE 1 (Execution Page) WARNING: Date:____________________ SEC File No: 8- __________________ Firm CRD No.: _______________ Failure to keep this form current and to file accurate supplementary information on a timely basis, or the failure to keep accurate books and records or otherwise to comply with the provisions of law applying to the conduct of business as a broker-dealer would violate the Federal securities laws and the laws of the jurisdictions and may result in disciplinary, administrative, injunctive or criminal action. INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS MAY CONSTITUTE CRIMINAL VIOLATIONS. APPLICATION 1. AMENDMENT Exact name, principal business address, mailing address, if different, and telephone number of applicant: A. Full name of applicant (if sole proprietor, state last, first and middle name): B. IRS Empl. Ident. No.: C. (1) Name under which broker-dealer business primarily is conducted, if different from Item 1A. (2) List on Schedule D, Page1, Section I any other name by which the firm conducts business and where it is used. D. If this filing makes a name change on behalf of the applicant, enter the new name and specify whether the name change is of the applicant name (1A) or business name (1C): Please check above.___________________________________________________________________________________________________________________ E. Firm main address: (Do not use a P.O. Box) ______________________________________________________________________________________________________________________________ (Number and Street) (City) (State/Country) (Zip+4/Postal Code) Branch offices or other business locations must be reported on Schedule E. F. Mailing address, if different: ______________________________________________________________________________________________________________________________ G. Business Telephone Number: ___________ ________________________________ (Area Code) (Telephone Number) H. Contact Employee: ______________________________________________________________ ___________ _________________________________ (Name and Title) (Area Code) (Telephone Number) EXECUTION: For the purposes of complying with the laws of the State(s) designated in Item 2 relating to either the offer or sale of securities or commodities, the undersigned and applicant hereby certify that the applicant is in compliance with applicable state surety bonding requirements and irrevocably appoint the administrator of each of those State(s) or such other person designated by law, and the successors in such office, attorney for the applicant in said State(s), upon whom may be served any notice, process, or pleading in any action or proceeding against the applicant arising out of or in connection with the offer or sale of securities or commodities, or out of the violation or alleged violation of the laws of those State(s), and the applicant hereby consents that any such action or proceeding against the applicant may be commenced in any court of competent jurisdiction and proper venue within said State(s) by service of process upon said appointee with the same effect as if applicant were a resident in said State(s) and had lawfully been served with process in said State(s). The applicant consents that service of any civil action brought by or notice of any proceeding before the Securities and Exchange Commission or any self-regulatory organization in connection with the applicant’s broker-dealer activities, or of any application for a protective decree filed by the Securities Investor Protection Corporation, may be given by registered or certified mail or confirmed telegram to the applicant’s contact employee at the main address, or mailing address if different, given in Items 1E and IF. The undersigned, being first duly sworn, deposes and says that he/she has executed this form on behalf of, and with the authority of, said applicant. The undersigned and applicant represent that the information and statements contained herein, including exhibits attached hereto, and other information filed herewith, all of which are made a part hereof, are current, true and complete. The undersigned and applicant further represent that to the extent any information previously submitted is not amended such information is currently accurate and complete. __________________________ Date (MM/DD/YYYY) _______________________________________________________________________________ Name of Applicant By: _____________________________________________________ Signature __________________________________________________________________ Print Name and Title Subscribed and sworn before me this _________ day of __________________________ , _________ by ______________________________________ Year Notary Public My Commision expires ________________________ County of ____________________________ State of _______________________________ This page must always be completed in full with original, manual signature and notarization. To amend, circle items being amended. Affix notary stamp or seal where applicable. DO NOT WRITE BELOW THIS LINE - FOR OFFICIAL USE ONLY American LegalNet, Inc. www.FormsWorkFlow.com OFFICIAL USE ONLY FORM BD OFFICIAL USE Applicant Name:______________________________________________________________________ PAGE 2 Date:____________________ Firm CRD No.: _______________ SRO SECURITIES AND EXCHANGE COMMISSION 2. Indicate by checking the appropriate box(es) each governmental authority, organization, or jurisdiction in which the applicant is registered or registering as a broker-dealer. If applicant is registered or registering with the SEC, check here and answer Items 2A through 2D below. YES NO A. Is applicant registered or registering as a broker-dealer under Section 15(b) or Section 15B of the Securities Exchange Act of 1934? .................................................................................................................................. B. Is applicant registered or registering as a broker-dealer under Section 15(b) of the Securities Exchange Act of 1934 and also acting or intending to act as a government securities broker or dealer? .................................. C. Is applicant registered or registering solely as a government securities broker or dealer under Section 15C of the Securities Exchange Act of 1934? ................................................................................................................ Do not answer “yes” to Item 2C if applicant answered “yes” to Item 2A or Item 2B. D. Is applicant ceasing its activities as a government securities broker or dealer? ......................................................... If applicant answers “yes” to Items 2A and 2D, applicant expressly consents to the withdrawal of its registration as a government securities broker or dealer under Section 15C of the Securities Exchange Act of 1934. See “Instructions.” ___________________________________ AMEX BSE CBOE CHX NSX FINRA NQX NYSE PHLX ARCA ISE OTHER (specify) Hawaii Michigan North Carolina Texas Alaska JURISDICTION Alabama Idaho Minnesota North Dakota Utah Arizona Illinois Mississippi Ohio Vermont Arkansas Indiana Missouri Oklahoma Virgin Islands California Iowa Montana Oregon Virginia Colorado Kansas Nebraska Pennsylvania Washington Connecticut Kentucky Nevada Puerto Rico West Virginia Louisiana New Hampshire Rhode Island Wisconsin District of Columbia Maine New Jersey South Carolina Wyoming Florida Maryland New Mexico South Dakota Georgia 3. Delaware Massachusetts New York Tennessee A. Indicate legal status of applicant. Corporation Partnership Sole Proprietorship Limited Liability Company Other (specify) _________________________________ B. Month applicant’s fiscal year ends: _______________ C. If other than a sole proprietor, indicate date and place applicant obtained its legal status (i.e., state or country where incorporated, where partnership agreement was filed, or where applicant entity was formed): State/Country of formation: ____________________________________ Date of formation: ___________________________ (MM/DD/YYYY) Schedule A and, if applicable, Schedule B must be completed as part of all initial applications. Amendments to these schedules must be provided on Schedule C. 4. If applicant is a sole proprietor, state full residence address and Social Security Number. Social Security Number: __ __ __ – __ __ __ – __ __ __ __ __________________________________________________________________________________________________________________ (Number and Street) 5. (City) (State/Country) (Zip+4/Postal Code) Is applicant at the time of this filing succeeding to the business of a currently registered broker-dealer? Do not report previous successions already reported on Form BD. ..................................................................................... If “Yes,” contact CRD prior to submitting form; complete appropriate items on Schedule D, Page 1, Section lll. YES NO 6. Does applicant hold or maintain any funds or securities or provide clearing services for any other broker or dealer? ... 7. Does applicant refer or introduce customers to any other broker or dealer? ..................................................................... If “Yes,”complete appropriate items on Schedule D, Page 1, Section IV. American LegalNet, Inc. www.FormsWorkFlow.com OFFICIAL USE ONLY FORM BD PAGE 3 8. Applicant Name:______________________________________________________________________ Date:____________________ OFFICIAL USE Firm CRD No.: _______________ Does applicant have any arrangement with any other person, firm, or organization under which: YES NO A. any books or records of applicant are kept or maintained by such other person, firm or organization? ................... B. accounts, funds, or securities of the applicant are held or maintained by such other person, firm, or organization? C. accounts, funds, or securities of customers of the applicant are held or maintained by such other person, firm or organization? ................................................................................................................................................................... For purposes of 8B and 8C, do not include a bank or satisfactory control location as defined in paragraph (c) of Rule 15c3-3 under the Securities Exchange Act of 1934 (17 CFR 240.15c3-3). if “Yes” to any part of Item 8, complete appropriate items on Schedule D, Page 1, Section IV. 9. Does any person not named in Item 1 or Schedules A, B, or C, directly or indirectly: A. control the management or policies of the applicant through agreement or otherwise? ............................................ B. wholly or partially finance the business of applicant? ................................................................................................... Do not answer “Yes” to 9B if the person finances the business of the applicant through: 1) a public offering of securities made pursuant to the Securities Act of 1933; 2) credit extended in the ordinary course of business by suppliers, banks, and others; or 3) a satisfactory subordination agreement, as defined in Rule 15c3-1 under the Securities Exchange Act of 1934 (17 CFR 240.15c3-1). If “Yes’’ to any part of Item 9, complete appropriate items on Schedule D, Page 1, Section IV. 10. A. Directly or indirectly, does applicant control, is applicant controlled by, or is applicant under common control with, any partnership, corporation, or other organization that is engaged in the securities or investment advisory business? ......................................................................................................................................................................... If “Yes” to Item 10A, complete appropriate items on Schedule D, Page 2, Section V. B. Directly or indirectly, is applicant controlled by any bank holding company, national bank, state member bank of the Federal Reserve System, state non-member bank, savings bank or association, credit union, or foreign bank? .. If “Yes” to Item 10B, complete appropriate items on Schedule D, Page 3, Section VI. 11. Use the appropriate DRP for providing details to “yes” answers to the questions in Item 11. Refer to the Explanation of Terms section of Form BD Instructions for explanations of italicized terms. CRIMINAL DISCLOSURE A. In the past ten years has the applicant or a control affiliate: (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? ............................................................................................................................... B. In the past ten years has the applicant or a control 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? ........................................................................................................................... REGULATORY ACTION D I S C L O S U R E (2) been charged with a misdemeanor specified in 11B(1)? ....................................................................................... C. Has the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission ever: (1) found the applicant or a control affiliate to have made a false statement or omission? ....................................... (2) found the applicant or a control affiliate to have been involved in a violation of its regulations or statutes? ...... (3) found the applicant or a control 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 the applicant or a control affiliate in connection with investment-related activity? ...... (5) imposed a civil money penalty on the applicant or a control affiliate, or ordered the applicant or a control affiliate to cease and desist from any activity? ....................................................................................................... American LegalNet, Inc. www.FormsWorkFlow.com OFFICIAL USE ONLY FORM BD PAGE 4 Applicant Name:______________________________________________________________________ Date:____________________ OFFICIAL USE Firm CRD No.: _______________ D. Has any other federal regulatory agency, any state regulatory agency, or foreign financial regulatory authority: YES NO (1) ever found the applicant or a control affiliate to have made a false statement or omission or been dishonest, unfair, or unethical? ................................................................................................................................................. REGULATORY ACTION D I S C L O S U R E (2) ever found the applicant or a control affiliate to have been involved in a violation of investment-related regulations or statutes? ........................................................................................................................................... (3) ever found the applicant or a control 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 the applicant or a control affiliate in connection with an investment-related activity? ..................................................................................................................................... (5) ever denied, suspended, or revoked the applicant’s or a control affiliate’s registration or license or otherwise, by order, prevented it from associating with an investment-related business or restricted its activities? .......... E. Has any self-regulatory organization or commodities exchange ever: (1) found the applicant or a control affiliate to have made a false statement or omission? ....................................... (2) found the applicant or a control 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 U.S. Securities and Exchange Commission)? .......................................................................................................................................................... (3) found the applicant or a control affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted? ........................................................... (4) disciplined the applicant or a control affiliate by expelling or suspending it from membership, barring or suspending its association with other members, or otherwise restricting its activities? ...................................... F. Has the applicant’s or a control affiliate’s authorization to act as an attorney, accountant, or federal contractor ever been revoked or suspended? ......................................................................................................................................... FINANCIAL D I S C L O S U R E CIVIL JUDICIAL D I S C L O S U R E G. Is the applicant or a control affiliate now the subject of any regulatory proceeding that could result in a “yes” answer to any part of 11C, D, or E? ............................................................................................................................... H. (1) Has any domestic or foreign court: (a) in the past ten years, enjoined the applicant or a control affiliate in connection with any investment-related activity? .............................................................................................................................................................. (b) ever found that the applicant or a control affiliate was 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 the applicant or control affiliate by a state or foreign financial regulatory authority? ..................................... (2) Is the applicant or a control affiliate now the subject of any civil proceeding that could result in a “yes” answer to any part of 11H(1)? .............................................................................................................................................. I. In the past ten years has the applicant or a control affiliate of the applicant ever been a securities firm or a control affiliate of a securities firm that: (1) has been the subject of a bankruptcy petition? ..................................................................................................... (2) has had a trustee appointed or a direct payment procedure initiated under the Securities Investor Protection Act? ........................................................................................................................................................................... J. Has a bonding company ever denied, paid out on, or revoked a bond for the applicant? ......................................... K. Does the applicant have any unsatisfied judgments or liens against it? ...................................................................... American LegalNet, Inc. www.FormsWorkFlow.com OFFICIAL USE ONLY FORM BD PAGE 5 Applicant Name:______________________________________________________________________ Date:____________________ OFFICIAL USE Firm CRD No.: _______________ 12. Check types of business engaged in (or to be engaged in, if not yet active) by applicant. Do not check any category that accounts for (or is expected to account for) less than 1% of annual revenue from the securities or investment advisory business. A. Exchange member engaged in exchange commission business other than floor activities ...................................... EMC B. Exchange member engaged in floor activities .............................................................................................................. G. Mutual fund underwriter or sponsor ............................................................................................................................... EMF IDM BDR BDD USG MFU H. Mutual fund retailer ......................................................................................................................................................... MFR I. GSD GSB MSD MSB VLA SSL RES OGI PCB BIA NPB IAD TAP TAS NEX TRA PLA MRI C. Broker or dealer making inter-dealer markets in corporate securities over-the-counter ............................................. D. Broker or dealer retailing corporate equity securities over-the-counter ....................................................................... E. Broker or dealer selling corporate debt securities ........................................................................................................ F. Underwriter or selling group participant (corporate securities other than mutual funds) ........................................... U.S. government securities dealer .......................................................................................................................... 2. J. 1. U.S. government securities broker ......................................................................................................................... Municipal securities dealer ............................................................................................................................................. K. Municipal securities broker. ............................................................................................................................................ L . Broker or dealer selling variable life insurance or annuities ......................................................................................... M. Solicitor of time deposits in a financial institution .......................................................................................................... N. Real estate syndicator. . .................................................................................................................................................. O. Broker or dealer selling oil and gas interests ................................................................................................................ P. Put and call broker or dealer or option writer ................................................................................................................ Q. Broker or dealer selling securities of only one issuer or associate issuers (other than mutual funds) ...................... R. Broker or dealer selling securities of non-profit organizations (e.g., churches, hospitals) ......................................... S. Investment advisory services .......................................................................................................................................... T. 1. Broker or dealer selling tax shelters or limited partnerships in primary distributions .......................................... 2. Broker or dealer selling tax shelters or limited partnerships in the secondary market ........................................ U. Non-exchange member arranging for transactions in listed securities by exchange member ................................... V. Trading securities for own account ................................................................................................................................ W. Private placements of securities ..................................................................................................................................... X. Broker or dealer selling interests in mortgages or other receivables ........................................................................... Y. Broker or dealer involved in a networking, kiosk or similar arrangement with a: 1. BNA 2. Z. bank, savings bank or association, or credit union ............................................................................................... insurance company or agency ................................................................................................................................ INA Other (give details on Schedule D, Page 1, Section II) .................................................................................................. 13. A. Does applicant effect transactions in commodity futures, commodities or commodity options as a broker for others or as a dealer for its own account? ............................................................................................................. OTH YES NO B. Does applicant engage in any other non-securities business? ............................................................................. If “yes,” describe each other business briefly on Schedule D, Page 1, Section ll. American LegalNet, Inc. www.FormsWorkFlow.com OFFICIAL USE ONLY Schedule A of FORM BD DIRECT OWNERS AND EXECUTIVE OFFICERS (Answer for Form BD Item 3) OFFICIAL USE Applicant Name:_____________________________________________ Date:____________________ Firm CRD No.: _______________ 1. Use Schedule A only in new applications to provide information on the direct owners and executive officers of the applicant. Use Schedule B in new applications to provide information on indirect owners. File all amendments on Schedule C. Complete each column. 2. List below the names of: (a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer, Director, and individuals with similar status or functions; (b) in the case of an applicant that is a corporation, each shareholder that directly owns 5% or more of a class of a voting security of the applicant, unless the applicant is a public reporting company (a company subject to Sections 12 or 15(d) of the Securities Exchange Act of 1934); 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 a voting security of the applicant. 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) in the case of an applicant that is 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 the partnership’s capital; and (d) in the case of a trust that directly owns 5% or more of a class of a voting security of the applicant, or that has the right to receive upon dissolution, or has contributed, 5% or more of the applicant’s capital, the trust and each trustee. (e) in the case of an applicant that is a Limited Liability Company (“LLC”), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of the LLC’s capital, and (ii) if managed by elected managers, all elected managers. 3. Are there any indirect owners of the applicant required to be reported on Schedule B? Yes No 4. In the “DE/FE/I” column, enter “DE” if the owner is a domestic entity, or enter “FE” if owner is an entity incorporated or domiciled in a foreign country, or enter “I” if the owner is an individual. 5. Complete the “Title or Status” column by entering board/management titles; status as partner, trustee, sole proprietor, or shareholder; and for shareholders, the class of securities owned (if more than one is issued). 6. Ownership codes are: NA - less than 5% A - 5% but less than 10% B - 10% but less than 25% C - 25% but less than 50% D - 50% but less than 75% E - 75% or more 7. (a) In the “Control Person” column, enter “Yes” if person has “control” as defined in the instructions to this form, and enter “No” if the person does not have control. Note that under this definition most executive officers and all 25% owners, general partners, and trustees would be “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 Securities Exchange Act of 1934. FULL LEGAL NAME (Individuals: Last Name, First Name, Middle Name) DE/FE/I Title or Status Date Title or Status Acquired MM YYYY Ownership Code Control Person CRD No. If None: S.S. No., IRS Tax No. or Employer ID. Official Use Only PR American LegalNet, Inc. www.FormsWorkFlow.com Schedule B of FORM BD INDIRECT OWNERS OFFICIAL USE Applicant Name:_____________________________________________ Date:____________________ (Answer for Form BD Item 3) Firm CRD No.: _______________ 1. Use Schedule B only in new applications to provide information on the indirect owners of the applicant. Use Schedule A in new applications to provide information on direct owners. File all amendments on Schedule C. Complete each column. 2. 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; and (c) in the case of an owner that is a trust, the trust and each trustee. (d) in the case of an owner that is a Limited Liability Company (“LCC”), (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 Securities Exchange Act of 1934) is reached, no ownership information further up the chain of ownership need be given. 4. In the “DE/FE/I” column, enter “DE” if the owner is a domestic entity, or enter “FE” if owner is an entity incorporated or domiciled in a foreign country, or enter “I” if the owner is an individual. 5. Complete the “Status” column by entering status as partner, trustee, shareholder, etc., and if shareholder, class of securities owned (if more than one is issued). 6. Ownership codes are: C - 25% but less than 50% D - 50% but less than 75% E - 75% or more F - Other General Partners 7. (a) In the “Control Person” column, enter “Yes” if person has “control” as defined in the instructions to this form, and enter “No” if the person does not have control. Note that under this definition most executive officers and all 25% owners, general partners, and trustees would be“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 Securities Exchange Act of 1934. FULL LEGAL NAME (Individuals: Last Name, First Name, Middle Name) DE/FE/I Entity in Which Interest is Owned Status Date Status Acquired Ownership Code MM YYYY Control Person CRD No. If None: S.S. No., IRS Tax No. or Employer ID. Official Use Only PR American LegalNet, Inc. www.FormsWorkFlow.com Schedule C of FORM BD OFFICIAL USE AMENDMENTS TO Applicant Name:_____________________________________________ SCHEDULES A & B Date:____________________ (Amendments to answers for Form BD Item 3) Firm CRD No.: _______________ 1. This Schedule C is used to amend Schedules A and B of Form BD. Refer to those schedules for specific instructions for completing this Schedule C. Complete each column. File with a completed Execution Page (Page 1). 2. In the Type of Amendment (“Type of Amd.”) column, indicate “A” (addition), “D” (deletion), or“C” (change in information about the same person). 3. Ownership codes are: NA - less than 5% A - 5% but less than 10% B - 10% but less than 25% C - 25% but less than 50% D - 50% but less than 75% E - 75% or more F - Other General Partners 4. List below all changes to Schedule A: (DIRECT OWNERS AND EXECUTIVE OFFICERS) FULL LEGAL NAME (Individuals: Last Name, First Name, Middle Name) 5. DE/FE/I Type of Amd. Title or Status Date Title or Status Acquired MM YYYY Control Ownership Code CRD No. Person PR If None: S. S. No., IRS Tax No or Employer ID Official Use Only List below all changes to Schedule B: (INDIRECT OWNERS) FULL LEGAL NAME (Individuals: Last Name, First Name, Middle Name) DE/FE/I Type of Amd. Entity in Which Status Interest is Owned Date Status Acquired MM YYYY Ownership Code Control Person PR CRD No. If None: S.S. No., IRS Tax No. or Employer ID. Official Use Only American LegalNet, Inc. www.FormsWorkFlow.com Schedule D of FORM BD OFFICIAL USE Applicant Name:_____________________________________________ Page 1 Date:____________________ Firm CRD No.: _______________ Use this Schedule D Page 1 to report details for items listed below. Report only new information or changes/updates to previously submitted details. Do not repeat previously submitted information. This is an INITIAL SECTION I AMENDED detail filing for the Form BD items checked below: Other Business Names Item 1C(2) List each of the “other’’ names and the jurisdiction(s) in which they are used. (Check if applicable) 1. Name Jurisdiction 2. Name Jurisdiction 3. Name Jurisdiction 4. Name Jurisdiction SECTION ll Other Business Item 12Z Item 13B Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section. (Check one) Briefly describe any other business (ITEM 12Z); or any other non-securities business (ITEM 13B). Use reverse side of this sheet for additional comments if necessary. SECTION III Successions (Check if applicable) Date of Succession MM Item 5 DD / YYYY Name of Predecessor / Firm CRD Number IRS Employer Identification Number (if any) SEC File Number (if any) Briefly describe details of the succession including any assets or liabilities not assumed by the successor. Use reverse side of this sheet for additional comments if necessary. SECTION IV (Check one) Introducing and Clearing Arrangements / Control Persons / Financings Item 7 Item 8A Item 8B Item 8C Item 9A Item 9B Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section including any multiple responses to any item. Complete the “Effective Date’’ box with the Month, Day and Year that the arrangement or agreement became effective. When reporting a change or termination of an arrangement or agreement, enter the effective date of the change. Firm or Organization Name CRD Number (if any) Business Address (Street, City, State/Country, Zip+4 Postal Code) Effective Date Termination Date MM MM DD / Y YYY / DD / Y YYY / Individual Name (if applicable) (Last, First, Middle) CRD Number (if any) Business Address (if applicable) (Street, City, State/Country, Zip+4 Postal Code) Effective Date Termination Date MM MM DD / Y YYY / DD / Y YYY / Briefly describe the nature of reference or arrangement (ITEM 7 or ITEM 8); the nature of the control or agreement (ITEM 9A); or the method and amount of financing (ITEM 9B). Use reverse side of this sheet for additional comments if necessary. American LegalNet, Inc. www.FormsWorkFlow.com OFFICIAL USE ONLY Schedule D of FORM BD OFFICIAL USE Applicant Name:_____________________________________________ Page 2 Date:____________________ Firm CRD No.: _______________ Use this Schedule D Page 2 to report details for Item 10A. Report only new information or changes/updates to previously submitted details. Do not repeat previously submitted information. Supply details for all partnerships, corporations, organizations, institutions and individuals necessary to answer each item completely. Use additional copies of Schedule D Page 2 if necessary. Use the “Effective Date” box to enter the Month, Day, and Year that the affiliation was effective or the date of the most recent change in the affiliation. This is an INITIAL AMENDED detail filing for Form BD Item 10A 10A. Directly or indirectly, does applicant control, is applicant controlled by, or is applicant under common control with, any partnership, corporation, or other organization that is engaged in the securities or investment advisory business? SECTION V Complete this section for control issues relating to ITEM 10A only. The details supplied relate to: Partnership, Corporation, or Organization Name CRD Number (if any) 1 ( check only one) This Partnership, Corporation, or Organization controls applicant is controlled by applicant is under common control with applicant Business Address (Street, City, State/Country, Zip+4/Postal Code) Effective Date Termination Date MM MM DD / Is Partnership, Corporation or Organization a foreign entity? Yes No If Yes, provide country of domicile Check “Yes” or “No” for or incorporation: activities of this partnership, corporation, or organization: Securities Activities: Y YYY / Investment No Advisory Activities: Yes DD / Y YYY / Yes No Briefly describe the control relationship. Use reverse side of this sheet for additional comments if necessary. Partnership, Corporation, or Organization Name CRD Number (if any) 2 ( check only one) controls applicant This Partnership, Corporation, or Organization Business Address (Street, City, State/Country, Zip+4/Postal Code) is controlled by applicant is under common control with applicant Effective Date Termination Date MM Is Partnership, Corporation or Organization a foreign entity? Yes No If Yes, provide country of domicile Check “Yes” or “No” for or incorporation: activities of this partnership, corporation, or organization: Securities Activities: / Yes DD / Y YYY MM Investment Advisory Activities: No / DD / Yes Y YYY No Briefly describe the control relationship. Use reverse side of this sheet for additional comments if necessary. Partnership, Corporation, or Organization Name CRD Number (if any) 3 ( check only one) This Partnership, Corporation, or Organization controls applicant Business Address (Street, City, State/Country, Zip+4/Postal Code) is controlled by applicant is under common control with applicant Effective Date Termination Date MM DD / Is Partnership, Corporation or Organization a foreign entity? Yes No If Yes, provide country of domicile Check “Yes” or “No” for or incorporation: activities of this partnership, corporation, or organization: Securities Activities: Yes Y YYY / No MM DD / Investment Advisory Activities: Yes Y YYY / No Briefly describe the control relationship. Use reverse side of this sheet for additional comments if necessary. If applicant has more than 3 organizations to report, complete additional Schedule D Page 2s. American LegalNet, Inc. www.FormsWorkFlow.com OFFICIAL USE ONLY Schedule D of FORM BD Page 3 OFFICIAL USE Applicant Name:_____________________________________________ Date:____________________ Firm CRD No.: _______________ Use this Schedule D Page 3 to report details for Item 10B. Report only new information or changes/updates to previously submitted details. Do not repeat previously submitted information. Supply details for all partnerships, corporations, organizations, institutions and individuals necessary to answer each item completely. Use additional copies of Schedule D Page 3 if necessary. Use the “Effective Date” box to enter the Month, Day, and Year that the affiliation was effective or the date of the most recent change in the affiliation. This is an INITIAL AMENDED detail filing for Form BD Item 10B 10B. Directly or indirectly, is applicant controlled by any bank holding company, national bank, state member bank of the Federal Reserve System, state non-member bank, savings bank or association, credit union, or foreign bank? SECTION VI Complete this section for control issues relating to ITEM 10B only. Provide the details for each organization or institution that controls the applicant, including each organization or institution in the applicant’s chain of ownership. The details supplied relate to: Financial Institution Name CRD Number (if applicable) 1 Institution Type (i.e., bank holding company, national bank, state member bank of the Federal Reserve System, state non-member bank, savings association, credit union, or foreign bank) Business Address (Street, City, State/Country, Zip+4/Postal Code) Effective Date MM DD YYYY / / Termination Date MM DD YYYY / / If foreign, country of domicile or incorporation Briefly describe the control relationship. Use reverse side of this sheet for additional comments if necessary. Financial Institution Name CRD Number (if applicable) 2 Institution Type (i.e., bank holding company, national bank, state member bank of the Federal Reserve System, state non-member bank, savings association, credit union, or foreign bank) Business Address (Street, City, State/Country, Zip+4/Postal Code) Effective Date MM DD YYYY / / Termination Date MM DD YYYY / / If foreign, country of domicile or incorporation Briefly describe the control relationship. Use reverse side of this sheet for additional comments if necessary. Financial Institution Name CRD Number (if applicable) 3 Institution Type (i.e., bank holding company, national bank, state member bank of the Federal Reserve System, state non-member bank, savings association, credit union, or foreign bank) Business Address (Street, City, State/Country, Zip+4/Postal Code) Effective Date MM DD YYYY / / Termination Date MM DD YYYY / / If foreign, country of domicile or incorporation Briefly describe the control relationship. Use reverse side of this sheet for additional comments if necessary. Financial Institution Name CRD Number (if applicable) 4 Institution Type (i.e., bank holding company, national bank, state member bank of the Federal Reserve System, state non-member bank, savings association, credit union, or foreign bank) Business Address (Street, City, State/Country, Zip+4/Postal Code) Effective Date MM DD YYYY / / Termination Date MM DD YYYY / / If foreign, country of domicile or incorporation Briefly describe the control relationship. Use reverse side of this sheet for additional comments if necessary. If applicant has more than 4 organizations/institutions to report, complete additional Schedule D page 3s. American LegalNet, Inc. www.FormsWorkFlow.com OFFICIAL USE ONLY Schedule E of FORM BD OFFICIAL USE Applicant Name:_____________________________________________ Date:____________________ Firm CRD No.: _______________ INSTRUCTIONS General: Specific: Item 1. Item 2. Item 3. Item 4. Item 5. Item 6. Item 7. Item 8. Item 9. Item 10. Item 11. Item 12. Use this schedule to register or report branch offices or other business locations of the applicant. Repeat Items 1-12 for each branch office or other business location. Each item must be completed unless otherwise noted. Use additional copies of this schedule as necessary. If this branch office or other business location is using a name in connection with securities activities other than the applicant’s name, such name must be reported under Item 1C(2) on Page 1 of this Form. Specify only one box. Check “Add” when a branch office or other business location is opened and the applicant is filing the initial notice, “Delete’’ when a branch office or other business location is closed, and “Amendment” to indicate any other change to previously filed information. CRD will assign this branch number when the applicant adds a branch office or other business location as discussed in Item 1 above. If known, complete this item for all deletions and amendments. The Billing Code is an alpha/numeric value consisting of up to eight characters. It is the responsibility of the firm to establish and maintain its own unique billing codes. This is not a required field. Complete this item for all entries. A physical location must be included; post office box designations alone are not sufficient. Complete this item only when the applicant changes the address of an existing branch office or other business location. If the branch office or other business location occupies or shares space on premises within a bank, savings bank or association, credit union, or other financial institution, enter the name of the institution in the space provided. Complete this item for all entries. Enter the name of the supervisor or registered representative in charge who is physically at this location. Provide the CRD number for the branch office supervisor named in Item 7. Complete this item for all entries. Provide the date that the branch office or other business location was opened (ADD), closed (DELETE), or the effective date of the change (AMENDMENT). Check “Yes” or “No” to denote whether the location will be an Office of Supervisory Jurisdiction (OSJ) as defined in FINRA rules. Check “Yes” or “No” to denote whether the location is a business location that will operate pursuant to a written agreement or contract (other than an insurance agency agreement) with the main office and any one or more of the following will apply: the location (A) assumes liability for its own expenses or has its expenses paid by a party other than the applicant; (B) has primary responsibility for decisions relating to the employment and remuneration of its registered representatives; (C) deems 5% or more of its total registered representatives to be “independent contractors” for tax purposes; or (D) engages in separate market making and/or underwriting activities. Check the appropriate box(es) if the branch or other business location is registering with FINRA or registering or reporting with a jurisdiction. 1. Check only one box: Add Delete Amendment 2. CRD Branch Number ___________________________________________________ 6. _____________________________________________________________________ Institution Name (if applicable) 3. Billing Code __________________________________________________________ 7. _____________________________________________________________________ Supervisor Name 4. ____________________________________________________________________ Street 8. _____________________________________________________________________ CRD Number of Supervisor ____________________________________________________________________ P.0. Box (if applicable), Suite, Floor 9. _____________________________________________________________________ Effective Date (MM/DD/YYYY) ____________________________________________________________________ City, State/Country, Zip Code + 4/Postal Code 10. If applicant is changing the address, enter the new address in Item 5. 5. ____________________________________________________________________ Street 11. Add Delete Yes Yes No No If Yes, indicate each Item 11 subset that applies: ____________________________________________________________________ P.0. Box (if applicable), Suite, Floor ____________________________________________________________________ City, State/Country, Zip Code + 4/Postal Code OSJ A 12. B FINRA C D Jurisdiction 1. Check only one box: 2. CRD Branch Number ___________________________________________________ Amendment 6. _____________________________________________________________________ Institution Name (if applicable) 3. Billing Code __________________________________________________________ 7. _____________________________________________________________________ Supervisor Name 4. ____________________________________________________________________ Street 8. _____________________________________________________________________ CRD Number of Supervisor ____________________________________________________________________ P.0. Box (if applicable), Suite, Floor 9. _____________________________________________________________________ Effective Date (MM/DD/YYYY) ____________________________________________________________________ City, State/Country, Zip Code + 4/Postal Code 10. If applicant is changing the address, enter the new address in Item 5. 5. ____________________________________________________________________ Street 11. Yes Yes No No If Yes, indicate each Item 11 subset that applies: ____________________________________________________________________ P.0. Box (if applicable), Suite, Floor ____________________________________________________________________ City, State/Country, Zip Code + 4/Postal Code OSJ A 12. FINRA B C D Jurisdiction American LegalNet, Inc. www.FormsWorkFlow.com CRIMINAL DISCLOSURE REPORTING PAGE (BD) GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP BD) is an Items 11A and 11B of Form BD; Check INITIAL OR AMENDED response used to report details for affirmative responses to ; item(s) being responded to: 11A In the past ten years has the applicant or a control affiliate: (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? 11B In the past ten years has the applicant or a control affiliate: (1) been convicted or pled guilty or nolo contendere (“no contest”) in a domestic, foreign or military c