Form BD Form BD Uniform Application for Broker-Dealer Registration

Form BD/Rule 15b1-1. Application for registration as a broker- dealer.

Form BD

Form BD/Rule 15b1-1. Application for registration as a broker- dealer.

OMB: 3235-0012

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Form BD

OMB APPROVAL
OMB Number:
3235-0012
Expires: November 30, 2010
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.

FORM BD INSTRUCTIONS
A. GENERAL INSTRUCTIONS
1.
2.
3.
4.

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.
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.
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.
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.

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, 78o4, 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.

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).

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.

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.

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.

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.

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)]

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

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.

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

OFFICIAL
USE
ONLY

FORM BD
PAGE 2

JURISDICTION

SRO

SECURITIES AND EXCHANGE COMMISSION

OFFICIAL USE

Applicant Name:______________________________________________________________________
Date:____________________

Firm CRD No.: _______________

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)

Alabama

Hawaii

Michigan

North Carolina

Texas

Alaska

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

Delaware

Louisiana

New Hampshire

Rhode Island

Wisconsin

District of Columbia

Maine

New Jersey

South Carolina

Wyoming

Florida

Maryland

New Mexico

South Dakota

Georgia

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)

(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.

Does applicant hold or maintain any funds or securities or provide clearing services for any other broker or dealer? ...

Does applicant refer or introduce customers to any other broker or dealer? .....................................................................
If “Yes,”complete appropriate items on Schedule D, Page 1, Section IV.

YES NO

OFFICIAL
USE
ONLY

FORM BD
PAGE 3

Applicant Name:______________________________________________________________________
Date:____________________

OFFICIAL USE

Firm CRD No.: _______________

Does applicant have any arrangement with any other person, firm, or organization under which:
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.

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? .......................................................................................................

YES NO

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:
(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? ...........................................................................................................................................................................

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? ......................................................................

YES NO

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

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 ..........................................................................................................................

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.

Broker or dealer selling tax shelters or limited partnerships in primary distributions ..........................................

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 ...........................................................................

Broker or dealer involved in a networking, kiosk or similar arrangement with a:

bank, savings bank or association, or credit union ...............................................................................................

BNA

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? .............................................................................................................
B. Does applicant engage in any other non-securities business? .............................................................................
If “yes,” describe each other business briefly on Schedule D, Page 1, Section ll.

OTH
YES NO

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.: _______________

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.

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-inlaw, 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.

Are there any indirect owners of the applicant required to be reported on Schedule B?

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.

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).

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%

Yes

D - 50% but less than 75%
E - 75% or more

(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
PR

CRD No. If None:
S.S. No., IRS Tax No.
or Employer ID.

Official
Use
Only

Schedule B of FORM BD
INDIRECT OWNERS

OFFICIAL USE
Applicant Name:_____________________________________________
Date:____________________

(Answer for Form BD Item 3)

Firm CRD No.: _______________

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.

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.
4.

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.
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.

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).

Ownership codes are:

(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)

C - 25% but less than 50%

DE/FE/I

Entity in Which
Interest is Owned

D - 50% but less than 75%

Status

E - 75% or more

Date
Status Acquired Ownership
Code
MM YYYY

Control
Person
PR

F - Other General Partners

CRD No. If None:
S.S. No., IRS Tax No.
or Employer ID.

Official
Use
Only

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.: _______________

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).

In the Type of Amendment (“Type of Amd.”) column, indicate “A” (addition), “D” (deletion), or“C” (change in information about the same
person).

Ownership codes are: NA - less than 5%
A - 5% but less than 10%

D - 50% but less than 75%
E - 75% or more

F - Other General Partners

List below all changes to Schedule A: (DIRECT OWNERS AND EXECUTIVE OFFICERS)

FULL LEGAL NAME
(Individuals: Last Name, First Name, Middle Name)

B - 10% but less than 25%
C - 25% but less than 50%

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

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

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

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.

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

/
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

Y YYY

Yes

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

Y YYY

Investment
Advisory
Activities:

Yes

Y YYY

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

/
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:

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.

Yes

Y YYY

/
No

/
Investment
Advisory
Activities:

Yes

Y YYY

/
No

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.

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.

Check only one box:

Add

Delete

Amendment

CRD Branch Number ___________________________________________________

6. _____________________________________________________________________
Institution Name (if applicable)

Billing Code __________________________________________________________

7. _____________________________________________________________________
Supervisor Name

____________________________________________________________________
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

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

Jurisdiction

Check only one box:

CRD Branch Number ___________________________________________________

Amendment
6. _____________________________________________________________________
Institution Name (if applicable)

Billing Code __________________________________________________________

7. _____________________________________________________________________
Supervisor Name

____________________________________________________________________
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

If Yes, indicate each Item 11 subset that applies:

OSJ

A
12.

FINRA

C
Jurisdiction

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 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?
(2) been charged with a misdemeanor specified in 11B(1)?

Use a separate DRP for each event or proceeding. An event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution
Page.
Multiple counts of the same charge arising out of the same event(s) should be reported on the same DRP. Unrelated criminal actions, including separate cases arising out
of the same event, must be reported on separate DRPs. Use this DRP to report all charges arising out of the same event. One event may result in more than one affirmative
answer to the above items.
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). If a control affiliate is an individual or organization not registered through the CRD,
provide complete answers to all the items on the applicant’s appropiate DRP (BD). The completion of this DRP does not relieve the control affiliate of its obligation to update
its CRD records.
Applicable court documents (i.e., criminal complaint, information or indictment as well as judgment of conviction or sentencing documents) must be provided to the CRD if
not previously submitted. Documents will not be accepted as disclosure in lieu of answering the questions on this DRP.

PART I
A.

The person(s) or entity(ies) for whom this DRP is being filed is (are):
The Applicant
Applicant and one or more control affifiate(s)
One or more control affiliate(s)

If this DRP is being filed for a control affiliate, give the full name of the control affiliate below (for individuals, Last name, First name, Middle name).
If the control affiliate is registered with the CRD, provide the CRD number. If not, Indicate “non-registered’’ by checking the appropriate checkbox.
NAME OF APPLICANT

APPLICANT CRD NUMBER

BD DRP - CONTROL AFFILIATE
CRD NUMBER
This Control Affiliate is
Registered:

Yes

Firm

Individual

NAME (For individuals, Last, First, Middle)

This DRP should be removed from the BD record because the control affiliate(s) are no longer associated with the BD.

If the control affiliate is registered through the CRD, has the control affiliate submitted a DRP (with Form U-4) or BD DRP to the CRD
System for the event? If the answer is “Yes,’’ no other information on this DRP must be provided.
Yes

NOTE: The completion of this Form does not relieve the control affiliate of its obligation to update its CRD records.

(continued)

CRIMINAL DISCLOSURE REPORTING PAGE (BD)
(continuation)
PART II
1.

If charge(s) were brought against an organization over which the applicant or control affiliate exercise(d) control: Enter organization name,
whether or not the organization was an investment-related business and the applicant’s or control affiliate’s position, title or relationship.
________________________________________________________________________________________________________________________

Formal Charge(s) were brought in: (include name of Federal, Military, State or Foreign Court, Location of Court - City or County and State
or Country, Docket/Case number).
_______________________________________________________________________________________________________________________

Event Disclosure Detail (Use this for both organizational and individual charges.)
Exact

A. Date First Charged (MM/DD/YYYY):

Explanation

If not exact, provide explanation: __________________________________________________________________________________________
B. Event Disclosure Detail (include Charge(s)/Charge Description(s), and for each charge provide: 1. number of counts, 2. felony or
misdemeanor, 3. plea for each charge, and 4. product type if charge is investment-related):
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
C. Did any of the Charge(s) within the Event involve a Felony?

Yes

D. Current status of the Event?

Final

Pending

On Appeal

E. Event Status Date (complete unless status is Pending) (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation: __________________________________________________________________________________________
4.

Disposition Disclosure Detail: Include for each charge, A. Disposition Type [e.g., convicted, acquitted, dismissed, pretrial, etc.], B. Date,
C. Sentence/Penalty, D. Duration [if sentence-suspension, probation, etc.], E. Start Date of Penalty, F. Penalty/Fine Amount and G. Date Paid.
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________

Provide a brief summary of circumstances leading to the charge(s) as well as the disposition. Include the relevant dates when the conduct
which was the subject of the charge(s) occurred. (The information must fit within the space provided.)
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________

REGULATORY ACTION DISCLOSURE REPORTING PAGE (BD)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP BD) is an
INITIAL OR
responses to Items 11C, 11D, 11E, 11F or 11G of Form BD;
Check ; item(s) being responded to:
11C.

11D.

11E.

11F.
11G.

AMENDED response used to report details for affirmative

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?
Has any other federal regulatory agency, any state regulatory agency, or foreign financial regulatory authority:
(1)
ever found the applicant or a control affiliate to have made a false statement or omission or been dishonest, unfair, or unethical?
(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?
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?
Has the applicant’s or a control affiliate’s authorization to act as an attorney, accountant, or federal contractor ever been revoked or suspended?
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?

Use a separate DRP for each event or proceeding. An event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page.
One event may result in more than one affirmative answer to Items 11C, 11D, 11E, 11F or 11G. Use only one DRP to report details related to the same event. If an event gives rise to actions
by more than one regulator, provide details for each action on a separate DRP.
It is not a requirement that documents be provided for each event or proceeding. Should they be provided, they will not be accepted as disclosure in lieu of answering the questions on this
DRP.
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). If a control affiliate is an individual or organization not registered through the CRD, provide complete answers
to all the items on the applicant’s appropriate DRP (BD). The completion of this DRP does not relieve the control affiliate of its obligation to update its CRD records.

PART lRT I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
The Applicant
Applicant and one or more control affiliate(s)
One or more control affiliate(s)
If this DRP is being filed for a control affiliate, give the full name of the control affiliate below (for individuals, Last name, First name,
Middle name).
If the control affiliate is registered with the CRD, provide the CRD number. If not, indicate “non-registered’’ by checking the appropriate
checkbox.
NAME OF APPLICANT

APPLICANT CRD NUMBER

BD DRP - CONTROL AFFILIATE
CRD NUMBER
Registered:

This Control Affiliate is
Yes

Firm

Individual

NAME (For individuals, Last, First, Middle)
This DRP should be removed from the BD record because the control affiliate(s) are no longer associated with the BD.
B. If the control affiliate is registered through the CRD, has the control affiliate submitted a DRP (with Form U-4) or BD DRP to the CRD
System for the event? If the answer; “Yes,” no other information on this DRP must be provided.
Yes

NOTE: The completion of this form does not relieve the control affiliate of its obligation to update its CRD records.

(continued)

REGULATORY ACTION DISCLOSURE REPORTING PAGE (BD)
(continuation)
PART ll
1.

Regulatory Action initiated by:
SEC
Other Federal
State
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state or SRO)
___________________________________________________________________________________________________________________

Principal Sanction: (check appropriate item)
Civil and Administrative Penalty(ies)/Fine(s)
Bar
Cease and Desist
Censure
Denial

Disgorgement
Expulsion
Injunction
Prohibition
Reprimand

Restitution
Revocation
Suspension
Undertaking
Other _____________________________

Other Sanctions:
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
3.

Date Initiated (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation: ____________________________________________________________________________________

Docket/Case Number:

Control Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

Principal Product Type: (check appropriate item)
Annuity(ies) - Fixed
Annuity(ies) - Variable
CD(s)
Commodity Option(s)
Debt - Asset Backed

Derivative(s)
Direct Investment(s) - DPP & LP Interest(s)
Equity - OTC
Equity Listed (Common & Preferred Stock)
Futures - Commodity

Investment Contract(s)
Money Market Fund(s)
Mutual Fund(s)
No Product
Options

Debt - Corporate
Debt - Government

Futures - Financial
Index Option(s)

Penny Stock(s)
Unit Investment Trust(s)

Debt - Municipal

Insurance

Other ________________________________

Other Product Types:
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
7.

Describe the allegations related to this regulatory action. (The information must fit within the space provided.):
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________

8.
9.

Current Status?
Pending
On Appeal
Final
If on appeal, regulatory action appealed to: (SEC, SRO, Federal or State Court) and Date Appeal Filed:
____________________________________________________________________________________________________________________
(continued)

REGULATORY ACTION DISCLOSURE REPORTING PAGE (BD)
(continuation)

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved: (check appropriate item)
Acceptance, Waiver & Consent (AWC)

Decision & Order of Offer of Settlement

Settled

Consent

Dismissed

Stipulation and Consent

Decision

Order

Vacated

11. Resolution Date (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation:
12. A. Were any of the following Sanctions Ordered? (Check all appropriate items):
Monetary/Fine
Amount: $

Revocation/Expulsion/Denial
Censure

Disgorgement/Restitution

Cease and Desist/Injunction

Bar

Suspension

B. Other Sanctions Ordered:
________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________

C. Sanction detail: If suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities
Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time
given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty,
restitution, disgorgement or monetary compensation, provide total amount, portion levied against applicant or control affiliate, date paid
and if any portion of penalty was waived:
________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates. (The
information must fit within the space provided.)
________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (BD)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP BD ) is an
Item 11H of Form BD;

INITIAL OR

AMENDED response used to report details for affirmative responses to

; item(s) being responded to:

Check

11H(1) Has any domestic or foreign court:
(a) in the past ten years, enjoined the applicant or a control affiliate in connection with any investmenf-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 a control affiliate by a state or foreign financial regulatory authority?
Is the applicant or a control affiliate now the subject of any civil proceeding that could result in a “yes” answer to any part
11H(2)
of 11H?
Use a separate DRP for each event or proceeding. An event or proceeding may be reported for more than one person or entity using one DRP. File with a completed
Execution Page.
One event may result in more than one affirmative answer to Item 11H. Use only one DRP to report details related to the same event. Unrelated civil judicial actions
must be reported on separate DRPs.
It is not a requirement that documents be provided for each event or proceeding. Should they be provided, they will not be accepted as disclosure in lieu of answering
the questions on this DRP.
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). If a control affiliate is an individual or organization not registered
through the CRD, provide complete answers to all the items on the applicant’s appropriate DRP (BD). The completion of this DRP does not relieve the control affiliate of
its obligation to update its CRD records.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
The Applicant
Applicant and one or more control affiliate(s)
One or more control affiliate(s)
If this DRP is being filed for a control affiliate, give the full name of the control affiliate below (for individuals, Last name, First name, Middle name).
If the control affiliate is registered with the CRD, provide the CRD number. If not, indicate “non-registered’’ by checking the appropriate checkbox.
NAME OF APPLICANT

APPLICANT CRD NUMBER

BD DRP - CONTROL AFFILIATE
This Control Affiliate is

CRD NUMBER

Registered:

Yes

Firm

Individual

NAME (For individuals, Last, First, Middle)

This DRP should be removed from the BD record because the control affiliate(s) are no longer associated with the BD.

B. If the control affiliate is registered through the CRD, has the control affiliate submitted a DRP (with Form U-4) or BD DRP to the CRD
System for the event? If the answer is “Yes,’’ no other information on this DRP must be provided.
Yes
No
NOTE: The completion of this Form does not relieve the control affiliate of its obligation to update its CRD records.
PART ll
1.

Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO, commodities exchange, agency, firm, private plaintiff, etc.)
________________________________________________________________________________________________________________________
(continued)

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (BD)
(continuation)
2.

Principal Relief Sought: (check appropriate item)
Cease and Desist
Civil Penalty(ies)/Fine(s)

Disgorgement
Injunction

Money Damages (Private/Civil Complaint)
Restitution

Restraining Order
Other _______________

Other Relief Sought:
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
3.

Filing Date of Court Action (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation: ________________________________________________________________________________________
4.

Principal Product Type: (check appropriate item)
Annuity(ies) - Fixed
Annuity(ies) - Variable
CD(s)
Commodity Option(s)
Debt - Asset Backed
Debt - Corporate
Debt - Government
Debt - Municipal

Derivative(s)
Direct Investment(s) - DPP & LP Interest(s)
Equity - OTC
Equity Listed (Common & Preferred Stock)
Futures - Commodity
Futures - Financial
Index Option(s)
Insurance

Investment Contract(s)
Money Market Fund(s)
Mutual Fund(s)
No Product
Options
Penny Stock(s)
Unit Investment Trust(s)
Other ____________________________________

Other Product Types:
________________________________________________________________________________________________________________________
5.

Formal Action was brought in (include name of Federal, State or Foreign Court, Location of Court - City or County and State or Country,
Docket/Case Number):
________________________________________________________________________________________________________________________

Control Affiliate Employing Firm when activity occurred which led to the civil judicial action (if applicable):

Describe the allegations related to this civil action. (The information must fit within the space provided.):
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
Pending

On Appeal

Final

Current Status?

If on appeal, action appealed to (provide name of court): Date Appeal Filed (MM/DD/YYYY):
________________________________________________________________________________________________________________________

10. If pending, date notice/process was served (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation: ___________________________________________________________________________________________

(continued)

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (BD)
(continuation)
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.
11. How was matter resolved: (check appropriate item)
Consent
Dismissed

Judgment Rendered
Opinion

12. Resolution Date (MM/DD/YYYY):

Settled
Withdrawn
Exact

Other ___________________________
Explanation

If not exact, provide explanation: ____________________________________________________________________________
13. Resolution Detail:
A. Were any of the following Sanctions Ordered or Relief Granted? (Check appropriate items):
Monetary/Fine
Revocation/Expulsion/Denial
Disgorgement/Restitution
Amount $
Censure
Cease and Desist/injunction

Bar

Suspension

B. Other Sanctions:
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
C . Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities
Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time
given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty,
restitution, disgorgement or monetary compensation, provide total amount, portion levied against applicant or control affiliate, date paid
and if any portion of penalty was waived:
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
14. Provide a brief summary of circumstances related to action(s), allegation(s), disposition(s) and/or finding(s) disclosed above. (The
information must fit within the space provided.):
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________

BANKRUPTCY / SIPC DISCLOSURE REPORTING PAGE (BD)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP BD) is an
Item 11I of Form BD;
Check

INITIAL OR

AMENDED response used to report details for affirmative responses to

; item(s) being responded to:

11I 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?
Use a separate DRP for each event or proceeding. An event or proceeding may be reported for more than one person or entity using one DRP.
File with a completed Execution Page.
It is not a requirement that documents be provided for each event or proceeding. Should they be provided, they will not be accepted as
disclosure in lieu of answering the questions on this DRP.
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). If a control affiliate
is an individual or organization not registered through the CRD, provide complete answers to all the items on the applicant’s appropriate DRP
(BD). The completion of this DRP does not relieve the control affiliate of its obligation to update its CRD records.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
The Applicant
Applicant and one or more control affiliate(s)
One or more control affiliate(s)
If this DRP is being filed for a control affiliate, give the full name of the control affiliate below (for individuals, Last name, First name,
Middle name).
If the control affiliate is registered with the CRD, provide the CRD number. If not, indicate “non-registered’’ by checking the appropriate
checkbox.
NAME OF APPLICANT

APPLICANT CRD NUMBER

BD DRP - CONTROL AFFILIATE
CRD NUMBER

This Control Affiliate is
Registered:

Yes

Firm

Individual

NAME (For individuals, Last, First, Middle)
This DRP should be removed from the BD record because the control affilliate(s) are no longer associated with the BD.

Action Type: (check appropriate item)
Bankruptcy
Declaration
Compromise
Liquidated
Action Date (MM/DD/YYYY):

Receivership
Other ________________________
Exact

Explanation

If not exact, provide explanation: ___________________________________________________________________________________________
(continued)

BANKRUPTCY / SIPC DISCLOSURE REPORTING PAGE (BD)
(continuation)
3.

If the financial action relates to an organization over which the applicant or control affiliate exercise(d) control, enter organization name and
the applicant’s or control affiliate’s position, title or relationship:
________________________________________________________________________________________________________________________

Yes
No
Was the Organization investment-related?
Court action brought in (Name of Federal, State or Foreign Court), Location of Court (City or County and State or Country), Docket/Case
Number and Bankruptcy Chapter Number (if Federal Bankruptcy Filing):

________________________________________________________________________________________________________________________
5.

Is action currently pending?

If not pending, provide Disposition Type: (check appropriate item)
Direct Payment Procedure
Discharged

Disposition Date (MM/DD/YYYY):

Yes

Dismissed
Dissolved

Satisfied/Released
SIPA Trustee Appointed
Exact

Other ____________________________

Explanation

If not exact, provide explanation: ___________________________________________________________________________________________

Provide a brief summary of events leading to the action and if not discharged, explain. (The information must fit within the space provided.):
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________

If a SIPA trustee was appointed or a direct payment procedure was begun, enter the amount paid or agreed to be paid by you; or the name
of the trustee:

Currently Open?
Yes
No
Date Direct Payment Initiated/Filed or Trustee Appointed (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation: ___________________________________________________________________________________________

10. Provide details to any status/disposition. Include details as to creditors, terms, conditions, amounts due and settlement schedule (if
applicable). (The information must fit within the space provided.)
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________

BOND DISCLOSURE REPORTING PAGE (BD)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP BD) is an
Item 11J of Form BD;
Check

INITIAL OR

AMENDED response used to report details for affirmative responses to

; item(s) being responded to:
11J

Has a bonding company ever denied, paid out on, or revoked a bond for the applicant?

Use a separate DRP for each event or proceeding. An event or proceeding may be reported for more than one person or entity using one DRP.
File with a completed Execution Page.
It is not a requirement that documents be provided for each event or proceeding. Should they be provided, they will not be accepted as
disclosure in lieu of answering the questions on this DRP.
NAME OF APPLICANT

APPLICANT CRD NUMBER

Firm Name: (Policy Holder)

Bonding Company Name:

Disposition Type: (check appropriate item)
Denied

Payout

Revoked

Disposition Date (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation: __________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
5.

If disposition resulted in Payout, list Payout Amount and Date Paid:
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________

Summarize the details of circumstances leading to the necessity of the bonding company action: (The information must fit within the space
provided.)
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________

JUDGMENT / LIEN DISCLOSURE REPORTING PAGE (BD)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP BD) is an
Item 11K of Form BD;
Check ; item(s) being responded to:
11K

INITIAL OR

AMENDED response used to report details for affirmative responses to

Does the applicant have any unsatisfied judgments or liens against it?

APPLICANT CRD NUMBER

Judgment/Lien Amount:

Judgment/Lien Holder:

Judgment/Lien Type: (check appropriate item)
Civil

Default

Tax

Date Filed (MM/DD/YYYY):

Exact

Explanation

Is Judgment/Lien outstanding?

Yes

If No, provide status date (MM/DD/YYYY):

Exact

Explanation

Released

Removed

Satisfied

Court (Name of Federal, State or Foreign Court), Location of Court (City or County and State or Country) and Docket/Case Number:
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________

Provide a brief summary of events leading to the action and any payment schedule details including current status (if applicable). (The
information must fit within the space provided.):
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________

Registration of Successors to Broker-Dealers and Investment
Advisers
File No IA-1357
SECURITIES AND EXCHANGE COMMISSION
Release No. 34-31661; 17 CFR Parts 240, 241 and 276; RIN
3235-AE54
1992 SEC LEXIS 3384; 58 FR 7
December 28, 1992
CORE TERMS: successor, registration, broker-dealer, predecessor, succession, entity, adviser, registered, Exchange Act, Advisers Act,
dealer, broker, effective, municipal, unregistered, advisory, partnership, government securities, succeed, securities dealer, withdrawal,
government securities dealer, interpretive, dual, cease, composition, acquire, Securities Exchange Act Release, required to file,
reorganization
TEXT: [*1]
ACTION: Adoption of Rule Amendments; Interpretive Statement
SUMMARY: The Commission is adopting amendments to the rules under the Securities Exchange Act of 1934 governing the
registration of successors to registered broker-dealers. The Commission also is issuing interpretive, guidance in this release regarding
the registration of successors to broker-dealers and the registration of successors to investment advisers under the Investment Advisers
Act of 1940. The amendments and interpretive statement are intended to clarify which entities may file as successors to registered
broker-dealers and advisers, whether such filings should be in the form of an amendment to the predecessor’s registration statement or
in the form of a new application, and when such filings must be made.
EFFECTIVE DATES: The rule amendments will become effective on February 3, 1993. The interpretive positions become effective on
December 28, 1992.
FOR FURTHER INFORMATION CONTACT: Robert L. D. Colby, Chief Counsel, or Belinda A. Blaine, Branch Chief, at (202)
504-2418, Office of Chief Counsel, Division of Market Regulation (with respect to broker-dealer [*2] successors); Eric C. Freed,
Senior Counsel, at (202) 272-2107, Office of Disclosure and Investment Adviser Regulation, Division of Investment Management
(with respect to investment adviser successors); Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
20549.
SUPPLEMENTARY INFORMATION:
I. BACKGROUND
The Securities Exchange Act of 1934 (“Exchange Act’’) and the Investment Advisers Act of 1940 (“Advisers Act’’) respectively
provide for the registration of “successors’’ to registered broker-dealers and investment advisers. n1 A successor is an unregistered
entity that assumes and continues the business of a registered broker-dealer or adviser, which then ceases its broker-dealer or advisory
activities. The purpose of the statutory provisions is to enable the successor to operate without an interruption of business by relying
for a limited period of time on the registration of the predecessor broker-dealer or adviser. The Commission has adopted several rules
to effectuate the statutory provisions of the Exchange Act and the Advisers Act. n2
n1 Section 15(b)(2) of the Exchange Act [15 U.S.C. 78o(b)(2)]; Section 203(g) of the Advisers Act [15 U.S.C. 80b-3(g)].

n2 Rules 15b1-3, 15Ba2-4,15Ba2-6, and 15Ca2-3 under the Exchange Act [17 CFR 240.15b1-3,15Ba2-4,15Ba2-6, and 15Ca2-3]; Rule
203-1 under the Advisers Act [17 CFR 275.203-1]. [*3]
In general, the statutory provisions and rules provide that a successor may rely on the registration of the predecessor until such time
as its own registration becomes effective if it files an application for registration within thirty days of the succession. n3 The successor
rules also provide that, in certain limited circumstances, the successor may file an amendment to the predecessor’s registration
statement, instead of an original application for registration, within the prescribed time period. n4
n3 See, e.g., paragraph (a) of Rule 15bl-3 under the Exchange Act; Section 203(g) of the Advisers Act.
n4 See, e.g., paragraph (b) of Rule 15bl-3 under the Exchange Act; paragraphs (b), (c) and (d) of Rule 203-1 under the Advisers Act.
Currently, broker-dealers that are members of the National Association of Securities Dealers, Inc. (“NASD’’) must make all filings
with both the Commission and the NASD. In a companion release published today, the Commission announced that it is joining the
Central Registration Depository (“CRD’’), a computer system operated by the NASD that maintains registration information regarding
NASD member firms and their registered personnel. Thus, effective January 25, 1993, all broker-dealers filing for succession by
application (or amendment) will be required to file with the Commission through the CRD. See Securities Exchange Act Release No.
31660 (Dec. 28, 1992). Investment advisers will continue to file directly with the Commission. [*4]
II. AMENDMENTS TO BROKER-DEALER SUCCESSOR RULES
The Commission is adopting several technical amendments to the broker-dealer successor rules under the Exchange Act in order to
address certain ambiguities in the rules. n5 As originally adopted, paragraph (a) of Rule 15b1-3 n6 allowed a broker-dealer that
succeeded to and continued the business of a registered broker-dealer to operate under the registration of the predecessor for seventyfive days if, within thirty days of the succession, it filed its own application for registration on Form BD. n7 Paragraph (b) of the rule
permitted a successor broker-dealer to file an amendment to the predecessor’s Form BD if the succession was based on a change in the
date or state of incorporation, form of organization, or composition of a partnership.
n5 These amendments, as well as an interpretive statement regarding the broker-dealer successor rules, were proposed for public
comment in Securities Exchange Act Release No. 30959 (July 27, 1992), 57 FR 34048. No comments were submitted in connection
with the proposed amendments or the interpretive statement.
n6 Rule 15b1-3 was adopted in 1985 pursuant to Section 15(b)(2)(A) of the Exchange Act. See Securities Exchange Act Release No.
22468 (September 26, 1985), 50 FR 41867.
n7 17 CFR 249.501. [*5]
In addition to minor revisions to the language of the rule, the amendments adopted today make two notable changes. First, paragraph
(a) has been amended to provide that the predecessor’s registration terminates forty-five days after the date on which the successor files
its own application for registration on Form BD, rather than seventy-five days after the date of the succession. n8 This amendment is
intended to address situations in which a successor broker-dealer submits an application within thirty days of the succession, but
because the application is incomplete in certain minor respects, the seventy-five day period expires before the successor brokerdealer’s registration becomes effective. Under the modified rule, the forty-five day period will not begin to run until a complete
application has been filed with the Commission. n9
n8 This 45-day period is consistent with Section 15(b)(1)(B) of the Exchange Act, which provides that the Commission has 45 days
in which to grant registration or to institute proceedings to determine if registration should be denied.
In addition, as discussed further below, the predecessor must file for withdrawal from registration.

n9 For further discussion of the timing requirements for successor filings, see discussion at Part IILD, infra. [*6]
Second, paragraph (b) of Rule 15b1-3 has been revised to clarify that successors may register by filing an amendment to the
predecessor’s Form BD, rather than a complete application on Form BD, only in certain limited circumstances, discussed below in Part
III. Rule 15Ca2-3, which governs the registration of successors to government securities broker-dealers, and Rules 15Ba2-4 and
15Ba2-6, n10 which govern the registration of successors to municipal securities dealers, n11 also have been revised to be consistent
with amended Rule 15bl-3
n10 Rule 15Ba2-6 also has been redesignated as Rule 15Ba2-4(b).
n11 Specifically, these rules permit a municipal securities dealer that succeeds to and continues the business of a registered municipal
securities dealer to rely on the registration of the predecessor if it files an application or an amendment for registration on Form MSD
[17 CFR 249.1100] (for a municipal securities dealer that is a bank or a separately identifiable department or division of a bank), or
Form BD (for all other municipal securities dealers).
III. INTERPRETIVE POSITION ON BROKER-DEALER AND INVESTMENT ADVISER SUCCESSIONS
A. General
As discussed above, [*7] the purpose of the successor rules under both the Exchange Act and the Advisers Act is to facilitate the
legitimate transfer of business between two or more entities. n12 The successor rules therefore are intended to be used only where
there is a direct and substantial business nexus between the predecessor and the successor. They are not designed to allow registered
broker-dealers or advisers to sell their registrations, eliminate substantial liabilities, spin off personnel, or to facilitate the transfer of the
registration of a “shell’’ organization that does not conduct any business. n13 To ensure that there is a legitimate connection between
the predecessor and successor, no entity may rely on the successor rules unless it is acquiring or assuming substantially all of the assets
and liabilities of the predecessor’s broker-dealer or advisory business. n14 Although under this standard the successor need not acquire
every asset and liability of the predecessor, it may not exclude any significant asset or liability. n15 Therefore, an entity that is not
assuming substantially all of the assets and liabilities of its predecessor is not entitled to rely on the successor rules, [*8] and must wait
until its own registration becomes effective before engaging in business as a broker-dealer or investment adviser.
n12 The interpretive positions set forth in this release apply to both broker-dealers and investment advisers. Comparable treatment of
broker-dealers and advisers eases compliance burdens on registrants that maintain dual registrations, and simplifies the review of
registration materials by Commission staff.
n13 See Securities Exchange Act Release No. 22468 (Sept. 26, 1985), 50 FR 41867
n14 An entity’s status under the successor rules, however, is not determinative of whether it will be held liable for the acts of its
predecessor. See generally Ricciardello v. J. W. Gant & Co., [1989-1990] Fed. Sec. L. Rep. (CCH) P94,798 (July 7, 1989); Securities
Exchange Act Release No. 25531 (March 30, 1988) (successor broker-dealer held liable for the predecessor’s failure, prior to the
succession, to maintain the required balance of cash or qualified securities in its reserve account for the exclusive benefit of
customers); Hutson Management Co., Investment Advisers Act Rel. No. 1078 (Aug. 17, 1987) (successor investment adviser held
liable for predecessor’s violations of Section 10(f) of the Investment Company Act of 1940).
n15 The predecessor’s liabilities, for example, may include: customer claims, monies or securities due to customers or other brokerdealers or advisers, unsatisfied judgments, and outstanding fees or fines. In a few instances, the staff of the Commission has granted
no-action relief to allow successors to rely on Rule 15b1-3 without assuming a specific asset or liability of the predecessor. See, e.g.,
Alpha Management Inc. (December 21, 1989) [available on LEXIS] (permitting a successor broker-dealer to file an application under
paragraph (a) of Rule 15b1-3 without acquiring the shares of a subsidiary not engaged in broker-dealer activities); and Franklin Financial
Services, Inc., [1987-1988] Fed. Sec. L. Rep. (CCH) P78,529 (July 2, 1987) (allowing a successor to proceed under paragraph (a)
without assuming unknown contingent liabilities of the predecessor. The predecessor represented that it would retain adequate funds in
escrow to meet any such contingent liabilities). [*9]

Because the successor rules are intended to allow an unregistered successor to rely on the registration of its predecessor for a limited
period of time, they do not apply to reorganizations that involve only registered entities. In those situations, the registered entities need
not use the successor rules because they can continue to rely on their existing registrations. For instance, if two registered brokerdealers merge, the surviving broker-dealer would file an amendment to its Form BD, while the acquired broker-dealer would file to
withdraw its registration on Form BDW. n16 Furthermore, if a person or entity acquires some or all of the shares of a registered
adviser, or if one registered adviser purchases or otherwise assumes part or all of the business assets or personnel of another registered
adviser, there would be no need to rely on the successor provisions. n17
n16 17 CFR 249.501a.
n17 In the case of the purchase of the business assets or personnel of one registered adviser by another, the purchasing adviser would
file an amendment to Form ADV [17 CFR 279.1 ] to reflect any changes in its operations, while the other adviser would file either Form
ADV-W [17 CFR 279.3] or an amendment to its Form ADV, depending on whether it remained in the advisory business.
Of course, there is generally no difference in substance between the acquisition of an entity’s shares and the acquisition of its assets,
but in the latter case the presence of a new entity that will act as the broker-dealer or adviser necessitates reliance on the successor
rules. The successor rules parallel state corporate laws in this regard, under which it is necessary to incorporate or register a new
corporation, while no similar action is required if the ownership of an existing corporation changes. [*10]
In addition, the successor rules do not apply to situations in which the predecessor intends to continue to engage in broker-dealer or
advisory activities. n18 Otherwise, confusion may result as to the identities and registration statuses of the parties. Thus, if a registered
broker-dealer or adviser shifts a portion of its business operations to a new unregistered entity, but remains in the broker-dealer or
advisory business, the new entity must file a complete application for registration and refrain from doing business until its application
is approved by the Commission pursuant to Section 15(b)(1) of the Exchange Act or Section 203(c)(2) of the Advisers Act. n19
n18 See generally F. W. Horne & Co., Inc. 38 S.E.C. 104 (1957) (finding that a broker-dealer did not succeed to the registration of
another broker-dealer, where the first broker-dealer continued to exist as a corporate entity with the ability to resume business, and
where the acquiring broker-dealer failed to acquire all of the assets of the first broker-dealer).
n19 15 U.S.C. 78o(b)(1), 80b-3(c)(2). In addition, the registered broker-dealer or adviser would be required to promptly file an
amendment on Form BD or Form ADV to reflect any changes in its operations. Like dual successions, discussed below, this type of
reorganization is classified as a “partial acquisition’’ under the CRD system. See n.28, infra, and accompanying text. [*11]
B. Succession by Amendment
In limited circumstances, the successor rules permit the successor to file an amendment to the predecessor’s Form BD or Form ADV,
rather than its own original application for registration. n20 The only successions that may be completed by filing an amendment are
those that are the result of a formal change in the structure or legal status of the broker-dealer or adviser; i.e., successions that involve
the creation of a new legal entity, but no practical change in the control or operations of the broker-dealer or adviser. n2l Whether an
actual change of control has occurred depends upon the facts and circumstances of the particular transaction. For purposes of the
successor rules, however, the presumption of “control’’ in the instructions to Form BD and Form ADV offers some guidance. n22
n20 See, e.g., Rule 15b1-3(b) under the Exchange Act, Rule 203-1(b)-(d) under the Advisers Act.
In the case of a broker-dealer, the amendment to Form BD would include page 1 (the execution page), page 2 (indicating that the
applicant is a successor), Schedule D, and any other pages containing information that is no longer accurate as a result of the change in
the form of organization of the broker-dealer. See Rule 15b3-1(b) [17 CFR 240.15b3-1(b)] under the Exchange Act. In the case of an
investment adviser, the amendment to Form ADV would include page 1, page 2, Schedule E and any other pages containing
information required to be updated by Rule 204-1(b) [17 CFR 275.204-1(b)] under the Advisers Act.

n2l The successor rules provide that a succession that is based solely upon certain events, such as a change in form of organization,
may be effected by amendment. See, e.g., Rule 15b1-3(b) under the Exchange Act (as amended); Rule 203-1 (d) under the Advisers
Act. A succession that involves a change in control is not based solely upon an event enumerated in the rules, and therefore cannot be
effected by amendment.
n22 Under the Advisers Act, a change of control of an adviser results in the “assignment’’ of its advisory contracts. Rule 202(a)(l)-1
under the Advisers Act [17 CFR 275.202(a)(l)-1]. The adviser must obtain client consent to the assignment under Section 205(a)(2) of
the Advisers Act [15 U.S.C. 80b-5(a)(2)].[*12]
The types of successions that may be effected by filing an amendment are listed below. In all of these situations, the predecessor must
cease operating as a broker-dealer or adviser.
1. Change in Form of Organization
An internal corporate reorganization or restructuring in which broker-dealer or advisory activities are transferred from one entity to
another within the same organization, but that does not result in a change of control of the broker-dealer or adviser, would be filed by
amendment. n23
n23 For example, an unregistered entity that acquires substantially all of the assets and liabilities of a registered entity owned by the
same parent corporation may file an amendment to its predecessor’s registration, provided that it (the surviving entity) continues to be
wholly-owned by the parent corporation. In contrast, a corporate reorganization involving a change of control, such as a change in the
beneficial owners of the broker-dealer or advisory operation, must be filed by application, as discussed in Part III.C, infra.
2. Change in Legal Status
A succession resulting from a change in the state of incorporation or a change in the form of business, such as from [*13] a
partnership to a corporation, does not typically involve a change of control. Therefore, such a succession may generally be completed
by amending the predecessor’s Form BD or Form ADV promptly after the succession. n24
n24 Other changes in legal status that may be completed by filing an amendment include: (i) a change from general corporation to S
corporation status under subchapter S of the Internal Revenue Code of 1986, as amended; and (ii) a change in a registered entity’s
name that results in the dissolution of the entity under local law. If a name change does not alter the entity’s legal status, however, the
successor rules do not apply. Instead, the registered entity would be required to promptly file an amendment to Form BD or Form ADV
to reflect its new name. See Rule 15b3-1(b) under the Exchange Act; Rule 204-1(b) under the Advisers Act.
3. Change in Composition of a Partnership
A change in the composition of a partnership (by death, withdrawal, or inclusion of a partner) that results in the dissolution of the
partnership under local law, but does not result in a change in control of the partnership, would be completed by filing an amendment
to the predecessor’s [*14] Form BD or Form ADV in order to reflect the changes in the partnership.
C. Succession by Application
In all other successions, the successor may operate under the registration of the predecessor for a limited period of time only if it files
its own complete application for registration on Form BD or Form ADV. The following are examples of the types of reorganizations
that must be completed by filing an application. n25
n25 Unless otherwise indicated, the titles below correspond to the classification of the succession under the CRD’s “mass transfer’’
program, which determines whether registered representatives of a broker-dealer may have their registrations transferred to another
entity.

1. Acquisitions
In a typical succession, an unregistered entity purchases or assumes substantially all of the assets and liabilities of a registered
broker-dealer or adviser, and the unregistered entity then operates the business of the broker-dealer or adviser. n26 Under the successor
rules, the new entity must file a complete application within thirty days of the succession, while the predecessor must file for
withdrawal from registration on Form BDW or Form ADV-W. n27
n26 However, if no change in control occurs in connection with the transaction (e.g., the beneficial owners of the adviser or brokerdealer remain the same), the succession could be effected by filing an amendment. See Part III.B, supra.
n27 See Rule 15b6-1 under the Exchange Act [17 CFR 240.15b6-1]; Rule 203-2 under the Advisers Act [17 CFR 275.203-2]. [*15]
2. Consolidations
If two or more registered entities consolidate their firms and conduct their business through a new unregistered entity, which assumes
substantially all of the assets and liabilities of the predecessor entities, the new entity would be required to file a complete application
on Form BD or Form ADV, while the predecessor firms would each be required to file for withdrawal from registration on the
appropriate form.
3. Dual Successions n28
n28 Under the CRD’s mass transfer program, this type of reorganization is classified as a “partial acquisition.’’
Successions in which one registered entity subdivides its business into two or more new unregistered entities are known as “dual
successions,’’ and may be effected by application under the successor rules. A dual succession may occur, for instance, when a clearing
broker-dealer decides to separate its own retail broker functions from its clearing broker functions by creating two new entities. In that
case, the successors in combination must acquire substantially all of the assets and liabilities of the predecessor. Each successor must
then file a complete application on Form BD within thirty days of the succession, [* 16] while the predecessor broker-dealer must file
an application for withdrawal on Form BDW. n29
n29 Both successors in a dual succession must file original applications for registration, regardless of whether there is a change in
control of the broker-dealer or advisory operation.
4. Division of Dual Registrants n30
n30 In the case of a division of dual registrants, the CRD category will be based on the type of broker-dealer reorganization.

For business reasons, an entity registered as both an investment adviser and as a broker-dealer may wish to separate its services by
transferring either the broker-dealer or advisory activities to a new unregistered entity. If that unregistered entity acquires substantially
all of the assets and liabilities of the broker-dealer or advisory operation or division, and there is a change of control of that operation
or division, the unregistered entity would be a successor required to file by application. n3l
n3l The predecessor also would be required to file Form BDW or ADV-W. See, e.g., Alpha Management Inc. (December 21, 1989)
[available on LEXIS].
D. Timing Requirements
In order to temporarily rely on its predecessor’s [*17] registration, a successor must file the required application or amendment
within thirty days of the succession. n32 Occasionally, situations arise in which a successor broker-dealer or adviser submits an
application within thirty days of the succession, but because the application is incomplete in certain minor respects, the application is
not considered “filed’’ until after the thirty-day period has expired. n33 Notwithstanding the fact that the filing requirements technically
have not been met, the Commission would permit a successor that submits a substantially complete application or amendment within
thirty days of the succession to rely on its predecessor’s registration under the successor rules. A successor entity, however, will not be
permitted to “lock in’’ the thirty-day window period by submitting an application that is incomplete in major respects, or by otherwise
failing to file an application that represents a good faith attempt at compliance with the successor rules. n34

n32 Rule 15bl-3 under the Exchange Act; Section 203(g) of the Advisers Act.
n33 Rule 0-3 under the Exchange Act [17 CFR 240.0-3] provides that a report or application is not “filed’’ for purposes of the Act
until it fully complies with all of the requirements of the applicable rule or provision of the statute. While there is no comparable rule
under the Advisers Act, the Commission likewise does not consider incomplete documents to be “filed’’ under the Advisers Act.
n34 As discussed above, the Commission is amending paragraph (a) of Rule 15b1-3) under the Exchange Act to provide that the
registration of a predecessor broker-dealer ceases to be effective as the registration of the successor broker-dealer forty-five days after
the application for registration on Form BD is filed by the successor, rather than seventy-five days after the succession. Therefore,
because the Commission must act on applications for registration within forty-five days (see note 8, supra), the registration of the
predecessor will not expire during the period that the successor needs to rely on such registration. Neither the Advisers Act nor the
rules thereunder specify when the registration of the predecessor expires. However, Form ADV-W must be filed to withdraw the
registration of the predecessor, and Form ADV-W becomes effective on the 60th day after filing. See Rule 203-2(b) under the Advisers
Act. Therefore, the predecessor’s registration will expire only after the successor has established its own registration, which, as under
the Exchange Act, will occur within forty-five days after the filing of the successor application. See Section 203(c)(2) of the Advisers
Act [15 U.S.C. 80b-3(c)(2)]. [* 18]
IV. Effects on Competition and Regulatory Flexibility Act Considerations
Section 23(a)(2) of the Exchange Act n35 requires the Commission, in adopting rules under the Exchange Act, to consider the
anticompetitive effects of such rules, if any, and to balance any anticompetitive impact against the regulatory benefits gained in terms
of furthering the purposes of the Exchange Act. The Commission believes that the clarifying amendments to the broker-dealer
successor rules will not result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the
Exchange Act.
n35 15 U.S.C. 78w(a)(2).
In addition, the Commission has prepared a Final Regulatory Flexibility Analysis (“FRFA’’), pursuant to the requirements of the
Regulatory Flexibility Act, n36 regarding the revisions to the rules. A copy of the FRFA may be obtained from Belinda Blaine, Branch
Chief, Office of Chief Counsel, Division of Market Regulation, Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
n36 5 U.S.C. 603.
List of Subjects in 17 CFR Parts 240 and 241
Registration of brokers and dealers, Registration of government securities [*19] brokers and government securities dealers,
Registration of non-bank municipal securities dealers; Reporting and recordkeeping requirements, Securities, Broker-Dealers
List of Subjects in 17 CFR Part 276
Investment advisers, Reporting and recordkeeping requirements, Securities
V. Statutory Basis and Text of Proposed Amendments
In accordance with the foregoing, Title 17, Chapter II of the Code of Federal Regulations is amended as follows:
PART 240 — GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934
1. The authority citation for Part 240 continues to read as follows:
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78i, 78j, 781, 78m, 78n, 78o, 78p, 78s,
78w, 78x, 7811(d), 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, and 80b-11, unless otherwise noted.
2. By revising § 240.15bl-3 to read as follows:
§ 240.15b1-3 Registration of Successor to Registered Broker or Dealer.

(a) In the event that a broker or dealer succeeds to and continues the business of a broker or dealer registered pursuant to Section
15(b) of the Act, the registration of the predecessor shall be deemed to remain effective as the registration [*20] of the successor if the
successor, within 30 days after such succession, files an application for registration on Form BD, and the predecessor files a notice of
withdrawal from registration on Form BDW; Provided, however, That the registration of the predecessor broker or dealer will cease to
be effective as the registration of the successor broker or dealer 45 days after the application for registration on Form BD is filed by
such successor.
(b) Notwithstanding paragraph (a) of this section, if a broker or dealer succeeds to and continues the business of a registered
predecessor broker or dealer, and the succession is based solely on a change in the predecessor’s date or state of incorporation, form of
organization, or composition of a partnership, the successor may, within 30 days after the succession, amend the registration of the
predecessor broker or dealer on Form BD to reflect these changes. This amendment shall be deemed an application for registration
filed by the predecessor and adopted by the successor.
3. By revising § 240.15Ba2-4 to read as follows:
§ 240.15Ba2-4 Registration of Successor to Registered Municipal Securities Dealer.
(a) In the event that a municipal [*21] securities dealer succeeds to and continues the business of a registered municipal securities
dealer, the registration of the predecessor shall be deemed to remain effective as the registration of the successor if the successor,
within 30 days after such succession, files an application for registration on Form MSD, in the case of a municipal securities dealer
that is a bank or a separately identifiable department or division of a bank, or Form BD, in the case of any other municipal securities
dealer, and the predecessor files a notice of withdrawal from registration on Form MSDW or Form BDW, as the case may be;
Provided, however, That the registration of the predecessor dealer will cease to be effective as the registration of the successor
dealer 45 days after the application for registration on Form MSD or Form BD is filed by such successor.
(b) Notwithstanding paragraph (a) of this section, if a municipal securities dealer succeeds to and continues the business of a
registered predecessor municipal securities dealer, and the succession is based solely on a change in the predecessor’s date or state of
incorporation, form of organization, or composition of a partnership, the [*22] successor may, within 30 days after the succession,
amend the registration of the predecessor dealer on Form MSD, in the case of a predecessor municipal securities dealer that is a
bank or a separately identifiable department or division of a bank, or on Form BD, in the case of any other municipal securities
dealer, to reflect these changes. This amendment shall be deemed an application for registration filed by the predecessor and adopted
by the successor.
4. By removing and reserving § 240.15Ba2-6.
5. By revising § 240.15Ca2-3 to read as follows:
§ 240.15Ca2-3 Registration of Successor to Registered Government Securities Broker or Government Securities Dealer.
(a) In the event that a government securities broker or government securities dealer succeeds to and continues the business of a
government securities broker or government securities dealer registered pursuant to Section 15C(a)(1)(A) of the Act, the registration of
the predecessor shall be deemed to remain effective as the registration of the successor if the successor, within 30 days after such
succession, files an application for registration on Form BD, and the predecessor files a notice of withdrawal from registration [*23]
on Form BDW; Provided, however, That the registration of the predecessor government securities broker or government securities
dealer will cease to be effective as the registration of the successor government securities broker or government securities dealer 45
days after the application for registration on Form BD is filed by such successor.
(b) Notwithstanding paragraph (a) of this section, if a government securities broker or government securities dealer succeeds to and
continues the business of a predecessor government securities broker or government securities dealer that is registered pursuant to
Section 15C(a)(1)(A) of the Act, and the succession is based solely on a change in the predecessor’s date or state of incorporation,
form of organization, or composition of a partnership, the successor may, within 30 days after the succession, amend the registration of
the predecessor broker or dealer on Form BD to reflect these changes. This amendment shall be deemed an application for registration
filed by the predecessor and adopted by the successor.
PART 241 — INTERPRETIVE RELEASES RELATING TO THE SECURITIES EXCHANGE ACT OF 1934 AND GENERAL
RULES AND REGULATIONS THEREUNDER [*24]
Part 241 of Chapter II of Title 17 of the Code of Federal Regulations is amended by adding this Interpretive Release
[Release No. 34-31661] to the lists of Interpretive Releases.
PART 276 — INTERPRETIVE RELEASES RELATING TO THE INVESTMENT ADVISERS ACT OF 1940 AND GENERAL
RULES AND REGULATIONS THEREUNDER
Part 276 of Chapter II of Title 17 of the Code of Federal Regulations is amended by adding this Interpretive Release
[Release No. IA-1357] to the lists of Interpretive Releases.
By the Commission.

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