CONNECTICUT APPLICATION FOR BROKER-DEALER REGISTRATION (Revised 5/2004) WHO MUST REGISTER: Generally, any person who is engaged in the business of effecting securities transactions for the account of others or for its own account must register as a broker-dealer with the Connecticut Department of Banking. Typically, a broker-dealer firm must register if it is 1) located in Connecticut and transacts securities business with Connecticut residents or with residents of other jurisdictions; or 2) located in another jurisdiction and transacts securities business for Connecticut residents. Individuals who work for a broker-dealer (e.g. “registered representatives” or “stockbrokers”) are “agents” of that broker-dealer under the Connecticut Uniform Securities Act. Although they do not register as “broker-dealers”, they would register as agents of their employing firm to transact securities business in the state. FOR HELP: Write to us at: State of Connecticut Department of Banking Securities and Business Investments Division 260 Constitution Plaza Hartford, Connecticut 06103 Telephone us at (860) 240-8230 Visit our web site at www.state.ct.us for breaking news or to download state forms WHAT’S IN THIS PACKET: � � � � � � � Instructions, including information on testing requirements Connecticut Broker-dealer Supplement Workers’ Compensation Questionnaire Branch Office Application Form DBA-1, with instructions Connecticut Uniform Securities Act Regulations under the Connecticut Uniform Securities Act STEP 1: WHAT TO FILE ELECTRONICALLY THROUGH THE CENTRAL REGISTRATION DEPOSITORY OR “CRD”: All NASD member broker-dealer firms file for state and federal broker-dealer registration through NASD Regulation, Inc.’s (“NASDR”) Central Registration Depository (“CRD” or “Web CRD”). Web CRD is an Internet-based depository that accepts filings and fees for brokerdealer firms and their agents and will electronically relay the information to us for processing. Through Web CRD, you will also renew your Connecticut broker-dealer registration and the registrations of your firm’s agents. American LegalNet, Inc. www.USCourtForms.com Page 2 HOW TO CONTACT NASDR: NASD Regulation, Inc. 9513 Key West Avenue Rockville, Maryland 20850-3389 Telephone: (301) 590-6500 Web site: www.nasdr.com YOU MUST FILE THE FOLLOWING FORMS ELECTRONICALLY AND OBTAIN THEM FROM NASDR: FORM BD (Uniform Application for Registration as a Broker-dealer or to Amend such an Application Use Form BD to file for initial registration as a broker-dealer in Connecticut. Be sure to check off the “Connecticut” block. FORM U-4 (Uniform Application for Securities and Commodities Industry Representative and/or Agent) Use Form U-4 to register at least one agent of your firm in Connecticut. FORM U-5 (Uniform Termination Notice for Securities Industry Representative and/or Agent). Use Form U-5 when an agent leaves your firm’s employ. FORM BDW (Uniform Notice of Withdrawal from Registration as a Broker-dealer) Use Form BDW to withdraw your firm’s registration federally or with a particular state. STEP 2: REMIT THE CORRECT CONNECTICUT REGISTRATION FEES TO NASDR NOTE: Registration fees are non-refundable. INITIAL REGISTRATION FEES Broker-dealer Firms: $250 Agents $ 50 per agent. A new broker-dealer applicant must register at least one agent in Connecticut RENEWAL REGISTRATION FEES Unless suspended or revoked, every broker-dealer and agent registration expires on st December 31 unless renewed. If you do not have to amend your filing, you need only remit the correct renewal fees to NASDR. Renewal fees are non-refundable. Broker-dealer Firms: $150 American LegalNet, Inc. www.USCourtForms.com Page 3 Agents $ 50 per agent. STEP 3: 1. SUBMIT CONNECTICUT SUPPLEMENTAL INFORMATION DIRECTLY TO THE CONNECTICUT DEPARTMENT OF BANKING, SECURITIES AND BUSINESS INVESTMENTS DIVISION FINANCIAL STATEMENTS What to File: An original statement of financial condition as of a date within 60 days prior to the date your firm files its Connecticut brokerdealer application A Separate Registrant's Certificate is No Longer Required Capital Required: Financial Statement Content: 1. Disclose the nature and amount of your firm’s assets, liabilities and capital. If the firm is a sole proprietorship, include personal assets and liabilities. 2. Net capital computation 3. 2. Broker-dealer applicants and registrants must have and maintain the minimum net capital required by Securities and Exchange Commission Rule 15c3-1 and comply with SEC Rule 15c3-3 governing customer protection, reserves and custody of securities. The financial statement dated within 60 days of the application date must be audited (i.e. examined in accordance with generally accepted auditing standards and reported upon with an opinion expressed by an independent certified public accountant) where the broker-dealer has been in business for one year or more unless the firm submits 1) its most recent audited statement of financial condition; and 2) an unaudited statement of financial condition as of a date within 60 days prior to the date the Connecticut broker-dealer application is filed. If the firm has been in business for less than one year, it may submit an unaudited financial statement as of a date within 60 days before the Connecticut broker-dealer application was filed. CONNECTICUT BROKER-DEALER SUPPLEMENT (form enclosed with this packet) American LegalNet, Inc. www.USCourtForms.com Page 4 OTHER CONNECTICUT REQUIREMENTS TO KNOW ABOUT 1. EXPERIENCE REQUIREMENTS Who Must Meet the Experience Requirement? � Every person listed on Schedule A, B or C of Form BD who is involved in managerial or supervisory responsibilities � If the broker-dealer is a partnership, at least 2 active partners (or if there is only one active partner, then that one) � If the broker-dealer is a corporation, at least 2 active officers (or if there is only one active officer, then that one) � Applicants with personnel having no managerial or supervisory responsibilities or not being active as officers or partners should provide a dated written statement, signed by an officer or other authorized person of similar rank, supporting their claim that these individuals should receive a waiver from the experience requirement and the reason for the waiver request. What Type of Experience is Required? � Employment in the securities business as a broker-dealer or agent, spending a major portion of working time in the securities business for at least 3 years within the 7 calendar years preceding the date of the Connecticut broker-dealer application � The agency determines that the individual is otherwise qualified by knowledge and experience. Applicants relying on this provision should furnish sufficient information on the individual’s work experience and education to enable the agency to fully evaluate the request. The Regulations permit the agency to substitute a qualifying examination for the experience requirements � Attorney with at least 3 years of substantial experience in securities law � Accountant with at least 3 years of substantial experience in the sale of securities 2. PRINCIPAL’S EXAMINATION � All officers, partners or sole proprietors who act as managers and all managers must pass an examination as principal (e.g. Series 24) given by the SEC or by a securities self-regulatory organization registered under the Securities Exchange Act of 1934 � Applicants with personnel having no managerial or supervisory responsibilities should provide a dated, written statement, signed by an American LegalNet, Inc. www.USCourtForms.com Page 5 officer or other authorized person of similar rank, supporting their claim that these individuals should receive a waiver from the principal's examination requirement and the reason for the waiver request. 3. TESTING REQUIREMENTS (see enclosed Question and Answer Sheet) 4. WORKERS’ COMPENSATION COVERAGE QUESTIONNAIRE (separate instructions) 5. BRANCH OFFICE REGISTRATION - Each broker-dealer operating a Connecticut branch office, as defined in Section 36b-3(4) of the Connecticut Uniform Securities Act, must register that branch office with the Securities and Business Investments Division (see separate instructions, enclosed). 6. FORM DBA-1 (Trade or Assumed Name Notification) - Remember to file a Form DBA-1 if, for example, an agent working from a Connecticut branch office uses a trade or assumed name or if the firm uses a trade or assumed name not included on its Form BD (see separate instructions, enclosed). 7. AGENT REGISTRATION No individual may represent a broker-dealer in effecting securities transactions within or from Connecticut unless that individual is registered as an agent of the broker-dealer whom he or she represents. Any corporate or partnership application for broker-dealer registration must, under the agency’s Regulations, include the registration of at least one agent. � FORM U-4: File a Form U-4 for at least one agent with CRD. Include a checked off “Connecticut” box as well as the original signature of an authorized individual. Also include a non-refundable registration fee of $50 per agent. Examinations: Each broker-dealer agent must pass the Series 63 examination (Uniform State Agents Securities Law Exam) and an examination given by the NASD that qualifies the agent for the particular securities products he or she will sell (e.g. Series 7 for general securities products; Series 6 for mutual funds). See the enclosed Testing Question and Answer sheet for more information. � FORM U-5: If an agent leaves the employ of a broker-dealer, the old employer must file written notice with the CRD on Form U-5 within 30 days following the agent's departure. The notice should state why the agent ceased employment. If a broker-dealer does not file Form U-5 in a timely manner, the broker-dealer may be billed a renewal fee for the agent. Note: If an agent is transferring from another registered broker-dealer, the Connecticut Uniform Securities Act imposes a $50 transfer fee. American LegalNet, Inc. www.USCourtForms.com Page 6 8. MULTIPLE REGISTRATION Broker-dealer Agent and Investment Adviser Agent (or Agent of Issuer) Multiple registration is permissible where 1) the broker-dealer agent obtains prior written consent from his or her employers to act in the multiple capacity; and 2) the employers’ written consent is filed with the department. Employer consent letters must have original signatures, be dated and signed by an officer, partner or other authorized person of similar rank. Exception: No consent is needed where the employers are affiliated or under common management or control. Broker-dealer Agent of More than Broker-dealer An individual may be registered as a broker-dealer agent with multiple broker-dealers after receiving the department's written consent. The department may consent if the broker-dealer agent procures from each employing broker-dealer, and files with the department, a written, dated undertaking stating that the employer: 1) consents to the multiple employment and setting forth the effective date of the multiple employment; and 2) agrees to assume joint and several liability with all other employers for any act or omission of the broker-dealer agent during the employment period. Note: The undertaking may omit the joint and several liability component where the brokerdealers are affiliated or under common management and control. STEP 4: WORK WITH US ON GETTING YOUR REGISTRATION PROCESSED QUICKLY Once we receive your application, we may be contacting you with questions or comments. Be sure to promptly respond to our information requests. By law, the Commissioner may deem an application denied for abandonment where the applicant has failed to respond to an information request within 60 days. HOW WILL I KNOW WHEN MY FIRM IS REGISTERED IN CONNECTICUT? Under the Connecticut Uniform Securities Act, your broker-dealer registration is not effective until the registrant's name has been entered on the Register of Broker-dealers. We will notify you in writing of that fact. Reminder: Until your firm and its agents have become registered under the Connecticut Uniform Securities Act, it is unlawful to transact securities business in or from Connecticut. WHAT TO FILE AFTER YOUR FIRM IS REGISTERED ... AMENDMENTS After your firm has become registered, you have a duty to amend your Form BD through the CRD system to reflect all material changes. American LegalNet, Inc. www.USCourtForms.com Page 7 FINANCIAL REPORTS NASD MEMBER FIRMS Effective May 12, 2004, a Connecticut-registered NASD member firm is not required to file annual audited financial statements with Connecticut as long as 1) the firm is, and remains, a member of a self-regulatory organization ("SRO") that is registered under laws the SEC administers; 2) the firm files annual audited financial reports with that SRO; and 3) the firm is current in filing all required financial reports with that SRO. Connecticut no longer requires that a Waiver Eligibility Certification be filed if these conditions apply. For more information, see www.state.ct.us/dob/pages/onasdfs.htm. NON-NASD MEMBER FIRMS; NASD FIRMS NOT IN COMPLIANCE WITH FEDERAL FINANCIAL REPORTING REQUIREMENTS Non-NASD member firms and NASD firms that are not in compliance with federal financial reporting requirements must file annual audited financial statements with Connecticut. When to File: ♦ Information required by SEC Rule 17a-5(d) ♦ Content: Must be audited by an independent public accountant or independent certified public accountant ♦ Within 60 days after the end of your firm's calendar or fiscal year. If the date of your firm's audited financial statement is outside this 60 day "window", include with your audited financial statement an unaudited statement dated within the 60 day period. You must file financial reports every year. American LegalNet, Inc. www.USCourtForms.com Page 1 of 2 CONNECTICUT BROKER-DEALER SUPPLEMENT GENERAL 1. Exact Name of Broker-dealer Applicant as Stated in Item 1 of Form BD: 2. Applicant's IRS Employer Identification Number: 3. Applicant’s CRD Number: 4. Connecticut law provides that no broker-dealer may be registered without the registration of at least one broker-dealer agent. To expedite our processing of your firm's application, you may wish to list the name(s) and CRD number(s) of the agent(s) applying for Connecticut registration through the CRD System here: Name CRD Number CERTIFICATION CONCERNING PRE-EXISTING CLIENTS [ ] [ ] The undersigned certifies, on behalf of the aforementioned applicant for broker-dealer The undersigned certifies, on behalf of the aforementioned applicant for broker-dealer registration, that, during the two year period immediate preceding the date of its Connecticut broker-dealer application, the applicant has not transacted business as a broker-dealer in Connecticut, and, if the applicant is based in Connecticut, that the applicant has not transacted business as a broker-dealer in Connecticut or from Connecticut with persons located in another jurisdiction. registration, that, during the two year period immediately preceding the filing of its Connecticut broker-dealer application, the applicant (you may check more than one box): [ ] Has transacted business as a broker-dealer in Connecticut. [ ] Is based in Connecticut and has transacted business as a broker-dealer from Connecticut with persons located in another jurisdiction. Attach a Separate Schedule Providing the Following Information and Documents: * * * * * • • Each customer’s name and address The date(s) the transactions were effected Copies of written confirmations and monthly statements How each customer was introduced to the broker-dealer How each client was introduced to the applicant The names and CRD numbers of the agent(s) who handled each transaction The exclusion or exemption, if any, under the Connecticut Uniform Securities Act upon which the applicant relied in transacting business with each customer American LegalNet, Inc. www.USCourtForms.com Page 2 of 2 CERTIFICATION CONCERNING STATEMENTS OF FINANCIAL CONDITION The undersigned certifies, on behalf of the aforementioned applicant for broker-dealer registration, that the statement(s) of financial condition submitted in connection with such application pursuant to Section 36b-9 of the Connecticut Uniform Securities Act are, to the best of the applicant's own knowledge true, and that neither the principal, nor any member, partner, officer or director of the applicant, as the case may be, has any proprietary interest in any account classified solely as that of a customer except as follows: UNDERTAKING NOT TO TRANSACT BUSINESS AS A BROKER-DEALER ABSENT REGISTRATION The undersigned undertakes, on behalf of the aforementioned applicant for broker-dealer registration, that the applicant will not transact business as a broker-dealer in or from Connecticut until effectively registered as a broker-dealer in this state. EXECUTION SECTION The undersigned, being duly sworn, does hereby certify, on behalf of the aforementioned applicant for broker-dealer registration under the Connecticut Uniform Securities Act that he or she is authorized to execute this Connecticut Broker-dealer Supplement on behalf of the applicant and that the information contained herein, including any schedules and supplements included herewith, is complete, true and accurate. ______________________________________________________ Print Name of Signatory: ________ Title: Subscribed and sworn to before me this day of ____________ 20__ _. Notary Public/Commissioner of the Superior Court My Commission Expires: Rev. 5/2004 American LegalNet, Inc. www.USCourtForms.com TRADE OR ASSUMED NAME NOTIFICATION (FORM DBA-1) INSTRUCTIONS WHO MUST FILE? The Connecticut Uniform Securities Act Regulations require that, before any Connecticut registered broker-dealer, investment adviser, agent or investment adviser agent (or any applicant for registration) may use a trade or assumed name, a notice on Form DBA-1 must be filed with the Securities and Business Investments Division. A Form DBA-1 must be filed even if the registrant or applicant uses both the trade name and the name already on file with the department in conducting its business. You must immediately report any material changes to Form DBA-1 to the department in writing. There is no fee for filing Form DBA-1 or amendments to the form. SUBSTITUTIONS ALLOWED: Broker-dealer Applicants and Registrants: If you list all business names associated with your Connecticut activity on Section 1 of Schedule D of Form BD, you may omit Form DBA-1. Investment Adviser Applicants and Registrants: If you list all business names associated with your Connecticut activity on Section 1.B of Schedule D of Form ADV, you may omit Form DBA-1. Agents and Investment Adviser Agents: Since Form U-4 does not presently include information on trade or assumed names, you should file Form DBA-1. COMPLETING FORM DBA-1 1. Trade or Assumed Name. Complete and file a Form DBA-1 for each trade or assumed name used in Connecticut. If the applicant or registrant will use more than one trade or assumed name, file a separate form for each name used. 2. Address of principal place of business. 3. Filing status Only check one box. If you are amending Form DBA-1, please highlight the changes. 4. Identify the individual or entity using the trade or assumed name. If more than one individual or entity will use the name, complete a separate form for each user. 5. Provide the name and telephone number for the contact person filing this form. 6 Manually sign Form DBA-1 and return it to the Connecticut Securities and Business Investments Division. If you have questions about the form, please direct them to: State of Connecticut Department of Banking Securities and Business Investments Division 260 Constitution Plaza Hartford, CT 06103 Phone: (860) 240-8230. Rev. 1/2001 American LegalNet, Inc. www.USCourtForms.com TRADE OR ASSUMED NAME NOTIFICATION (FORM DBA-1) 1 What is the trade or assumed name? 2. The principal place of business address for the person using the name is 3. Filing Status: 4. The individual or entity using the Trade or Assumed Name is: ( ) ( ( ( ) ) ) Initial or first-time notice Amendment (highlight changes only) Termination notice (name no longer used) A broker-dealer agent whose CRD number is _ (if no CRD number, supply Social Security Number) and who is registered with the following _ broker-dealer in Connecticut: ( ) An investment adviser agent whose CRD number is_ __ (if no CRD number, supply Social Security Number) and who is registered with the following investment adviser in Connecticut: ____________________________________________ ( ) A broker-dealer whose CRD number is ___________________________________ ( ) An investment adviser whose CRD number is _ _(if applicable). 5. Name of individual or entity using the Trade or Assumed Name: 6. If the trade or assumed name will be used in connection with activity conducted on the premises of a financial institution, provide the institution’s name: ___ 7. Who may we contact about this filing? (include phone number): ___ The undersigned certifies, under penalty of false statement, that the information provided herein and in any supplements included herewith is true, accurate and complete, and acknowledges that any material changes to such information must be immediately reported to the Securities and Business Investments Division of the State of Connecticut Department of Banking. __________________________________________ Signature and Date ____ Print name of person signing and provide title for business organizations other than proprietorships Rev. 1/2001 American LegalNet, Inc. www.USCourtForms.com COMMON QUESTIONS AND ANSWERS ON TESTING REQUIREMENTS FOR SECURITIES INDUSTRY PERSONNEL BROKER-DEALER FIRMS AND AGENTS Effective August 22, 1994, the Regulations under the Connecticut Uniform Securities Act were amended. The changes included modifications to the examination requirements for securities personnel. Here are answers to some commonly asked questions. BROKER-DEALER FIRMS Q: Are there any special testing requirements for firm personnel who are not applying for agent registration in Connecticut? A: Yes. Every applicant for broker-dealer registration must show that all officers, partners or sole proprietors who act as managers have passed an examination as principal given by the Securities and Exchange Commission (the "SEC") or a securities self-regulatory organization ("SRO") registered under the Securities Exchange Act of 1934. Q: What is a manager? A: Under Reg. Section 36b-31-15e (formerly § 36-500-484e), a manager is either 1) any person who directly or indirectly supervises securities sales personnel or 2) any person responsible for the day-to-day operation and supervision of a broker-dealer office in Connecticut. Q: What if a corporate officer, say the secretary, does not exercise any managerial duties? A: The secretary would not have to take the principal's examination. However, be sure to provide a written explanation, signed by a partner, officer or authorized individual of similar rank, when the firm applies for registration. Q: Must anyone else take the principal's exam? A: Yes. Reg. § 36b-31-15e(b) requires that, for initial applicants for broker-dealer registration, all managers must take the exam as well. Q: Are there any special rules once the firm becomes registered as a broker-dealer? A: Yes. Under Reg. § 36b-31-15e(c), every registered broker-dealer must show that all new officers, partners or sole proprietors who act as managers have passed the principal's examination. This is done by amending the firm's filing. Q: What if a registered firm hires a new manager with supervisory responsibility over Connecticut sales activity? Must he or she take the principal's exam? A: Yes. American LegalNet, Inc. www.USCourtForms.com Page 2 of 3 Q: I represent a general partnership that is applying for broker-dealer registration. There are two partners and one manager. All three will actively supervise the firm's operations. Before the partnership was formed, all three worked for another Connecticut registered broker-dealer for 30 years. Must they take the principal's exam? A: No. Under Reg. § 36b-31-15e(g), if the individual became associated with a registered broker-dealer before October 1, 1965 and has been continuously associated with a registered broker-dealer since that time, he or she does not have to pass the principal's exam. Q: Now that the partnership is registered, it has decided to bring in another partner to manage its options operations. That partner was associated with an unregistered firm from 1989 to 1991. Must he pass the principal's exam? A: Yes. BROKER-DEALER AGENTS Q: Are there any special testing requirements for broker-dealer agents? A: Yes. There are two examination requirements for broker-dealer agents. Under Reg.§ 36b-31-15e(d)(1), every applicant for broker-dealer agent registration must show that he or she has passed an exam given by the SEC or a securities SRO registered under the Securities Exchange Act of 1934. Under Reg. § 36b31-15e(d)(2), effective October 1, 1994, each applicant for agent registration must pass the Uniform State Agents Securities Law Examination (Series 63). Q: What exam does Reg. § 36b-31-15e(d)(1) cover? A: Reg. § 36b-31-15e(d)(1) does not prescribe a specific exam. However, Reg. § 36b-31-15b(a)(7) makes it a dishonest or unethical practice for an agent to effect transactions in securities products concerning which the agent has not passed an exam given by an SRO registered under the Securities Exchange Act of 1934 which would quality the agent to offer, sell or buy such products. Q: Are there any exceptions to the Reg. § 36b-31-15e(d)(1) exam requirement? A: Yes. Under Reg. § 36b-31-15e(g), an agent would not have to take a product specific exam if 1) he or she became associated with a registered broker-dealer prior to July 1, 1963; 2) was continuously associated with a registered broker- dealer since that date; and 3) has not been the subject of any disciplinary action or any finding of securitiesrelated misconduct. Q: Are any broker-dealer agents "grandfathered" or otherwise exempted from having to take the Series 63 exam? A: Under Reg. § 36b-31-15e(h), you must "look back" to October 1, 1994. If, on that date, you were associated with a registered broker-dealer, and if you were not the subject of any disciplinary action, you need not take the exam. American LegalNet, Inc. www.USCourtForms.com Page 3 of 3 Alternatively, if you can show that you passed the Series 66 exam, you need not take the Series 63 exam. Q: What types of disciplinary actions do the Regulations cover? A: Like the regulation covering investment adviser agents, Reg.§ 36b-31-15e(h) divides disciplinary events into three types: 1) disciplinary actions including suspension or expulsion from membership in an SRO, suspension or revocation, fine or censure; 2) those involving a finding that you have violated any law concerning the supervision of the securities industry or any rule or regulation of a federally registered SRO; and 3) those involving a finding that you were a cause of any disciplinary action by the SEC or any securities governmental agency or any SRO. Q: What are specific examples of disciplinary actions? A: As a guideline, consider those actions that would support administrative action under C.G.S. § 36b-15 (denial, suspension or revocation of registration). Although each case must be decided on its own merits, personal bankruptcy, arbitration proceedings and liens would probably not, in and of themselves, constitute disciplinary events for purposes of the regulation. Q: As of October 1, 1994, I was not associated with a registered broker-dealer, yet I have no disciplinary history. Must I take the exam? A: Yes. American LegalNet, Inc. www.USCourtForms.com CONNECTICUT BRANCH OFFICE REGISTRATION INSTRUCTIONS WHO MUST FILE 1. 2. Broker-dealers having one or more Connecticut branch offices State-regulated investment advisers having one or more Connecticut branch offices INVESTMENT ADVISERS REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION NEED NOT FILE FOR CONNECTICUT BRANCH OFFICE REGISTRATION (effective 2/1/01) WHAT IS A —BRANCH OFFICE“? Section 36b-3(4) of the Connecticut Uniform Securities Act defines a —branch office“ as —any location other than the main office, identified by any means to the public, customers or clients as a location at which a broker-dealer or investment adviser conducts a securities or investment advisory business.“ However, if a telephone directory line listing, a business card or letterhead is the sole means by which the location is so identified, we would not consider the location to be a —branch office“ if 1) the telephone listing, business card or letterhead also gives the address and telephone number of a Connecticut office of the broker-dealer or investment adviser from which individuals conducting business from the identified location are directly supervised; and 2) no more than one agent or investment adviser agent transacts business from the identified location. If the location is identified as a brokerage or investment advisory office by any other means (signage; mass advertising), the branch office would have to be registered. WHAT IS THE FEE? Your branch office filing is good until you cease operations at the location. There is no —renewal“ procedure. The non-refundable fee for making a branch office filing is $100 per branch office. Please make your check payable to —Treasurer, State of Connecticut.“ WHAT TO FILE 1. Branch Office Registration Application. Broker-dealers and state-regulated investment advisers should file a Connecticut branch office application directly with the Securities and Business Investments Division of the Department of Banking. 2. Nonrefundable $100 Filing Fee Per Branch Office Payable to —Treasurer, State of Connecticut.“ A branch office that is both a broker-dealer and a state-regulated investment advisory branch would require a total fee payment of $200. 3. Additional Requirements: On-site Manager: Section 36b-31-6f of the Connecticut Uniform Securities Act Regulations requires that each Connecticut broker-dealer or investment advisory branch office have a full-time manager on the premises. In addition, each broker-dealer branch office manager must pass an examination as principal given by the SEC or by a securities self-regulatory organization registered under the Securities Exchange Act of 1934. However, by Order dated October 4, 2002, the Commissioner exempted registered broker-dealers American LegalNet, Inc. www.USCourtForms.com Connecticut Branch Office Registration Instructions Page 2 of 2 and investment advisers from the requirement that each registered branch office have an on-site manager if the broker-dealer or investment adviser has implemented a system of adequate supervisory controls over its branch office operations designed to ensure a level of oversight comparable to that which would exist had its managers been located on-site. While no submission is required to rely on this exemption, the ultimate burden of demonstrating that supervisory procedures are adequate rests with the broker-dealer or investment adviser. Workers‘ Compensation Coverage Information: Section 31-286a(b) of the Connecticut General Statutes states that —[o]n and after October 1, 1986, no state department, board or agency may renew a license or permit to operate a business in this state unless the applicant first presents sufficient evidence of current compliance with the workers‘ compensation requirements of Section 31-284.“ Subsection (d) of Section 3l-286a states that "[f]or purposes of this section, ‘sufficient evidence‘ means (1) a certificate of self-insurance issued by a workers‘ compensation commissioner pursuant to Section 3l-284, or (2) a certificate of compliance issued by the insurance commissioner pursuant to Section 3l-286, or (3) a certificate of insurance issued by any stock or mutual insurance company or mutual association authorized to write workers‘ compensation insurance in this state or its agent." f you will be operating a business in Connecticut within the meaning of Section 31-286a(b) of the Connecticut General Statutes, you must include a photocopy of the certificate required by that section. If you have questions about workers‘ compensation coverage or Section 31-286a(b), please contact the Workers‘ Compensation Commission at (860) 493-1500 or your attorney rather than the Department of Banking. Form DBA-1: Remember to file a Form DBA-1 if a broker-dealer, state-regulated investment adviser, broker-dealer agent or investment adviser agent working from the Branch Office uses a trade or assumed name. WHEN TO AMEND YOUR FILING Branch Manager Changes (reassignments; employment terminations): These must be filed promptly in writing and include the effective date of the change. Branch Office Moves to Another Connecticut Location: Amend your filing to show that business has ceased at the former location. In addition, if the new location is not yet registered as a branch office, you must include information on the new location as well as a $100 fee for the new site payable to —Treasurer, State of Connecticut.“ Branch Office Shuts Down NEED HELP? We will tell you if your filing is deficient. For filers other than SEC-registered investment advisers, note that a branch office registration is not effective until the branch‘s name has been entered on the Register of Branch Offices and you have received written notice of that fact from us. For more information, call us at (860) 240-8230 or visit our web site at www.state.ct.us/dob. Rev.10/2002 American LegalNet, Inc. www.USCourtForms.com CONNECTICUT BRANCH OFFICE REGISTRATION AND AMENDMENT FORM (Broker-dealers and State-Regulated Investment Advisers Only. SEC-Regulated Investment Advisers Need Not File this Form Effective 2/1/01.) I. NEW BRANCH OFFICE REGISTRATION ($100 fee per branch office) 1. Type of Branch Office: Broker-dealer ( 2. Name of broker-dealer firm (if applicable) doing business from this office: 3. Name of state-regulated investment adviser (if applicable) doing business from this office: 4. Branch Office Address: ______________________________________________________________ (Number and Street; Do Not Use P.O. Box) ) State Regulated Investment Adviser ( (Municipality, State and Zip Code) ) Both ( ) Phone (including area code) 5. If the Branch Office is located on the premises of a financial institution, name that financial institution. If this question does not apply, write —not applicable.“ 6. Identify each manager of the branch office, providing the manager‘s name, residence address, whether the manager supervises brokerage or investment advisory business and the manager‘s Social Security number or CRD number. Use additional sheets if needed. Manager Name Residence Address Activity Supervised CRD # ___________________________________________________________________________________ ___________________________________________________________________________________ 7. Identify the contact person (other than clerical personnel) at the branch: ____________________ 8. Identify where branch office books and records will be maintained and open to inspection Location of investment advisory records: (Number and Street; Do Not Use P.O. Box) (Municipality, State and Zip Code) Location of broker-dealer records: _____ (Number and Street; Do Not Use P.O. Box) _ (Municipality, State and Zip Code) 9. Workers‘ Compensation Information (see instructions). Please check one of the following: American LegalNet, Inc. www.USCourtForms.com Branch Office Registration and Amendment Form Page 2 of 3 [ ] The applicant will not be operating a business in Connecticut within the meaning of Section 31-286a(b) of the Connecticut General Statutes and is not subject to Section 31-284 of the Connecticut General Statutes. [ ] The applicant will be operating a business in Connecticut within the meaning of Section 31-286a(b) of the Connecticut General Statutes and has attached a copy of the certificate required by that section. IF YOU HAVE NO AMENDMENTS TO YOUR BRANCH OFFICE FILING, GO TO THE EXECUTION SECTION OF THIS FORM (PAGE 3). II. BRANCH OFFICE CLOSINGS (No fee unless a branch office moves to an unregistered location. Then, file a new application on Part 1 of this form and include a $100 fee for the new location.) 1. Type of Branch Office closing: Broker-dealer ( 2a (If applicable) Name of the broker-dealer firm that did business from the closing Branch Office: ) State Regulated Adviser ( ) Both ( ) _ 2b (If applicable) Name of the state-regulated investment adviser that did business from the closing Branch Office: 3. Address of the closing Branch Office: ____ (Number and Street; Do Not Use P.O. Box) _ (Municipality, State and Zip Code) Phone (include area code) 4. Date (month, day and year) operations ceased at the closing Branch Office: __________________ 5. Have you given affected clients or customers prior written notice that the office stopped operating as required by Section 36b-6(f) and Section 36b-6(g) (mergers only) of the Connecticut Uniform Securities Act? Yes III. ( ) No ( ) ACQUIRING ANOTHER BROKER-DEALER‘S OR STATE INVESTMENT ADVISER‘S CONNECTICUT BRANCH OFFICE ($100 fee for each acquired branch office) 1. Entity acquiring the Branch Office Broker-dealer ( ) Investment Adviser ( 2. Name the broker-dealer or investment adviser acquiring the Branch Office: 3. ) Both ( ) Name the firm from whom the Branch Office was acquired __ American LegalNet, Inc. www.USCourtForms.com Branch Office Registration and Amendment Form Page 3 of 3 4. Address of the acquired Branch Office: ________________________________________________ (Number and Street; Do Not Use P.O. Box) (Municipality, State and Zip Code) 5. Telephone number of the acquired Branch Office: ____ IV. BRANCH OFFICE MANAGER CHANGES (No fee) 1. Branch office type supervised by manager: Broker-dealer ( 2a (If applicable) Name and CRD number of the broker-dealer firm with whom the manager is or was ) Investment Adviser ( ) Both ( ) associated: 2b (If applicable) Name of the state-regulated investment advisory firm with whom the manager is or was associated: 3. For each Connecticut branch office impacted by a manager change, complete the following. You may attach additional sheets if you follow this format. Name and CRD number of Manager: Branch office address where the manager was assigned: Reason for change (e.g. permanently left firm; reassigned to another branch): Date the change became effective: Name and CRD number of replacement manager If applicable, new branch office to be supervised by former manager (give full address): V. EXECUTION SECTION (To be completed by an authorized officer of the broker-dealer or investment adviser) The undersigned, _ _ (print name of signatory) affirms under penalty of perjury that he/she has executed the foregoing filing for and on behalf of the filer named therein; that he/she is fully authorized to execute and make such filing on behalf of the filer; that he/she is familiar with such filing; and that to the best of his/her knowledge, information and belief the statements made in such filing are true. _______________________________________ (Signature of authorized individual) (Position of Signatory With Filing Entity) Rev. 10/2002 American LegalNet, Inc. www.USCourtForms.com WORKERS’ COMPENSATION COVERAGE QUESTIONNAIRE TO: State of Connecticut, Department of Banking Securities and Business Investments Division 260 Constitution Plaza Hartford, CT 06l03-1800 FROM: Registration) _ (Applicant for ____ __ (Street) _ (City/Town, State, Zip Code) TYPE OF REGISTRATION (Check): (______) Broker-Dealer (______) Investment Adviser Section 31-286a(b) of the Connecticut General Statutes provides that "[o]n and after October 1, 1986, no state department, board or agency may renew a license or permit to operate a business in this state unless the applicant first presents sufficient evidence of current compliance with the workers’ compensation requirements of section 31-284." Subsection (d) of Section 3l-286a states that "[f]or purposes of this section, ’sufficient evidence’ means (1) a certificate of self-insurance issued by a workers’ compensation commissioner pursuant to Section 3l-284, or (2) a certificate of compliance issued by the insurance commissioner pursuant to Section 3l-286, or (3) a certificate of insurance issued by any stock or mutual insurance company or mutual association authorized to write workers’ compensation insurance in this state or its agent." *** If you have questions about how Section 31-286a or Section 31-284 of the Connecticut General Statutes applies to you, please direct them to your attorney or to the Workers’ Compensation Commission at (860) 493-1500 rather than to the Department of Banking. *** CHECK ONLY ONE OF THE FOLLOWING BOXES: (__) The applicant will not be operating a business in Connecticut within the meaning of Section 3l-286a(b) of the Connecticut General Statutes and is not subject to Section 3l-284 of the Connecticut General Statutes. (__) The applicant will be operating a business in Connecticut within the meaning of Section 3l-286a(b) of the Connecticut General Statutes and has attached a photocopy of the certificate required by that section. _________________________________ Print Name of Person Signing Here: Title: Date: Rev. 01/2001 American LegalNet, Inc. www.USCourtForms.com