Form SBSE Form SBSE

Form SBSE

OMB Approval
OMB Number:
Expires:.

3235-0696
April 30, 2022

Estimated average burden hours
per response:
per amendment:

42 hours
1 hour

Application for
Registration of Security-based
Swap Dealers and Major Securitybased Swap Participants

SEC 2924 (9/19)

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 SBSE INSTRUCTIONS

A.
1.

2.
3.

4.
5.

GENERAL INSTRUCTIONS
FORM - Form SBSE is the Application for Registration as either a Security-based Swap Dealer or Major Securitybased Swap Participant (collectively, “SBS Entities”). SBS Entities that are not registered or registering with the
Commission as broker-dealers nor registered or registering with the Commodity Futures Trading Commission
(“CFTC”) as a swap dealer or major swap participant must file this form to register with the Securities and
Exchange Commission. An applicant must also file Schedules A, B, D, E, and F, as appropriate.
ELECTRONIC FILING – The applicant must file Form SBSE through the EDGAR system, and must utilize the
EDGAR Filer Manual (as defined in 17 CFR 232. 11) to file and amend Form SBSE electronically to assure the
timely acceptance and processing of those filings.
UPDATING - By law, the applicant must promptly update Form SBSE information by submitting amendments
whenever the information on file becomes inaccurate or incomplete for any reason [17 CFR 240.15Fb2-3]. In
addition, the applicant must update any incomplete or inaccurate information contained on Form SBSE prior to
filing a notice of withdrawal from registration on Form SBSE-W [17 CFR 15Fb3-2(a)].
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.
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.
Sections 15F, 17(a) and 23(a) of the Exchange Act authorize the SEC to collect the information on this form from
registrants. See 15 U.S.C. §§78o-10, 78q and 78w. Filing of this form is mandatory. The principal purpose of this
Form is to permit the Commission to determine whether the applicant meets the statutory requirements to engage
in the security-based swap business. The Commission maintains a file of the information on this form and will
make information collected via the form publicly available. Any member of the public may direct to the
Commission any comments concerning the accuracy of the burden estimate on 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.

FILING INSTRUCTIONS
1. F

ORMAT
a. Sections 1-17 must be answered and all fields requiring a response must be completed before the filing
will be accepted.
b. Failure to follow instructions or properly complete the form may result in the application being delayed or
rejected.
c. Applicant must complete the execution screen certifying that Form SBSE and amendments thereto have
been executed properly and that the information contained therein is accurate and complete.
d. To amend information, the applicant must update the appropriate Form SBSE screens.
e. A paper copy, with original signatures, of the initial Form SBSE filing and amendments to Disclosure
Reporting Pages (DRPs) 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 14 must be provided on the applicant’s
appropriate DRP.
3. DIRECT AND INDIRECT OWNERS - Amend the Direct Owners and Executive Officers screen and the
Indirect Owners screen when changes in ownership occur.
The mailing address for questions and correspondence is:
The Securities and Exchange Commission

Washington, DC 20549

EXPLANATION OF TERMS

(The following terms are italicized throughout this form.)

1. GENERAL
APPLICANT - The security-based swap dealer or major security-based swap participant 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.
STATE – Any state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin
Islands, any other territory of the United States, or any subdivision or regulatory body thereof.
PERSON - An individual, partnership, corporation, trust, or other organization.
SELF-REGULATORY ORGANIZATION (SRO) - Any national securities or futures exchange, registered securities or
futures association, registered clearing agency, or derivatives clearing organization.
SUCCESSOR – The term “successor” is defined to be an unregistered entity that assumes or acquires substantially
all of the assets and liabilities, and that continues the business of, a predecessor security-based swap dealer or major
security-based swap participant that ceases its security-based swap activities. [See Exchange Act Rule 15Fb2-5 (17
CFR 240.15Fb2-5]
UNIQUE IDENTIFICATION CODE or UIC – For purposes of Form SBSE, the term “unique identification code” or
“UIC” means a unique identification code assigned to a person by an internationally recognized standards-setting
system that is recognized by the Commission [pursuant to Rule 903(a) of Regulation SBSR (17 CFR 242.903(a))].
2. FOR THE PURPOSE OF ITEM 14 AND THE CORRESPONDING DISCLOSURE REPORTING PAGES (DRPs)
CHARGED - Being accused of a crime in a formal complaint, information, or indictment (or equivalent formal charge).
CONTROL AFFILIATE – A person named in Items 10 or 11 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 of the applicant 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.
ENJOINED – Includes being subject to a mandatory injunction, prohibitory injunction, preliminary injunction, or a
temporary restraining 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.
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.
INVESTMENT OR INVESTMENT-RELATED – Pertaining to securities, commodities, banking, savings association
activities, credit union activities, 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, security-based swap dealer, major security-based swap participant,
savings association, credit union, insurance company, or insurance agency).
INVOLVED – Doing an act or aiding, abetting, counseling, commanding, inducing, conspiring with or failing
reasonably to supervise another in doing an act.

MINOR RULE VIOLATION – A violation of a self-regulatory organization rule that has been designated as “minor”
pursuant to a plan approved by the SEC or CFTC. 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).
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.
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.
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).

Uniform Application for Security-based Swap
Dealer and Major Security-based Swap Participant
Registration

FORM SBSE
Page 1
(Execution Page)

Date:__________

Official Use

SEC Filer No: _________

Failure to keep this form current and to file accurate supplementary information on a timely basis, or the failure to keep accurate
WARNING: books and records or otherwise to comply with the provisions of law applying to the conduct of business as an SBS Entity, would
violate the Federal securities laws and may result in disciplinary, administrative, injunctive or criminal action.
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS MAY CONSTITUTE FEDERAL CRIMINAL VIOLATIONS.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)

[ ] APPLICATION
1.

[ ] AMENDMENT

Exact name, principal business address, mailing address, if different, and telephone number of the applicant:
A. Full name of the applicant:
B. Tax Identification No.:
C. (1)

Applicant’s UIC # (if any):

Applicant’s CIK # (if any):

The business name under which the applicant primarily conducts business, if different from 1A.

(2)

List on Schedule D, Page 1, Section I any other name by which the applicant conducts business and where it
is used.
D. If this filing makes a name change on behalf of an applicant, enter the new name and specify whether the change is to the
[ ] applicant’s name (1A) or [ ] business name (1C):
Please check above.
E. Applicant’s Main Address: (Do not use a P.O. Box)
Number and Street 1:
City:

State:

Number and Street 2:
Country:

Zip/Postal Code:

Other business locations must be reported on Schedule E. Security-based swap dealers and major security-based swap
participants that do not reside in the United States of America shall designate a U.S. agent for service of process on Schedule F.
F. Mailing Address, if different:
Number and Street 1:
Number and Street 2:
City:

State:

G. Business Telephone Number:
H Website/URL:
I. Contact Employee:
Name:
Telephone Number:

Country:

Zip/Postal Code:

Title:
Email Address:

J. Chief Compliance Officer designated by the applicant in accordance with Exchange Act Section 15F(k):
Name:
Title:
Telephone Number:

Email Address:

EXECUTION:
The applicant consents that service of any civil action brought by or notice of any proceeding before the Securities and Exchange Commission in connection with the applicant’s security-based swap
activities, unless the applicant is a nonresident SBS Entity, 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 1F. If the applicant is a nonresident SBS Entity, it must complete Schedule F to designate a U.S. agent for service of process.
The undersigned certifies 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 schedules attached hereto, and other information filed herewith 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

Name and Title of Person Signing on Applicant’s behalf
This page must always be completed in full.
DO NOT WRITE BELOW THIS LINE – FOR OFFICIAL USE ONLY

Official
Use
Only

FORM SBSE
Page 2
2.

3.

Date:__________

Official
Use
Only

Official Use

Applicant Name: _____________________________________
SEC Filer No: __________

A.

The applicant is registering as a security-based swap dealer:

B.

The applicant is registering as a major security-based swap participant:
[ ] Yes
[ ] No
Because it: (check all that apply)
[ ] maintains a substantial security-based swap position
[ ] has substantial counterparty exposure
[ ] is highly leveraged relative to its capital position

A.

Is the applicant a foreign security-based swap dealer that intends to:
 work with the Commission and its primary regulator to have the Commission determine whether the
requirements of its primary regulator’s regulatory system are comparable to the Commission’s [ ] Yes [ ] No
 avail itself of a previously granted substituted compliance determination
[ ] Yes [ ] No
with respect to the requirements of Section 15F of the Exchange Act of 1934 and the rules and regulations
thereunder?

B.

If “yes” to either of the questions in Item 3.A. above, identify the foreign financial regulatory authority that serves
as the applicant’s primary regulator and for which the Commission has made, or may make, a substituted
compliance determination:
____________________________________________________________________________________________
__________________________________________________________________________________.

C.

If the applicant is relying on a previously granted substituted compliance determination, please describe how the
applicant satisfies any conditions the Commission may have placed on such substituted compliance
determination:
___________________________________________________________________________________________
___________________________________________________________________________________.

[ ] Yes

[ ] No

4.

Does the applicant intend to compute capital or margin, or price customer or proprietary positions, using mathematical
models?
[ ] Yes
[ ] No

5.

Is the applicant subject to regulation by a prudential regulator, as defined in Section 1a(39) of the Commodity Exchange
Act.
[ ] Yes
[ ] No
If “yes,” identify the prudential regulator: ____________________________.

6.

Is the applicant a U.S. branch of a non-resident entity?
[ ] Yes
[ ] No
If “yes,” identify the non-resident entity and its location:
________________________________________________________________________________________________.

7.

Briefly describe the applicant’s business: ______________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________
A.
Indicate legal status of the applicant:

8.

[ ] Corporation

[ ] Limited Liability Company

[ ] Other (specify)

[ ] Partnership

B.
C.

Month applicant's fiscal year ends:
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 of formation:

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.
9.

Is the applicant at the time of this filing succeeding to the business of a currently registered SBS Entity? YES NO
[ ] [ ]
If “Yes,” complete appropriate items on Schedule D, Page 1, Section III.

10.

Does the applicant hold or maintain any funds or securities to collateralize counterparty transactions?

[ ]

[ ]

FORM SBSE
Page 3
11.

Date:__________

Official Use

SEC Filer No: __________

Does the applicant have any arrangement:

YES NO

A.

With any other person, firm, or organization under which any books or records of the applicant are
kept, maintained, or audited by such other person, firm or organization?

[ ]

[ ]

B.

Under which any other person, firm or organization executes, trades, custodies, clears or settles on
behalf of the applicant (including any SRO or swap execution facility in which the applicant is a
member)?
If “Yes” to any part of Item 11, complete appropriate items on Schedule D, Page 1, Section IV.

[ ]

[ ]

12.

13.

Applicant Name: _____________________________________

Does any person directly or indirectly:
A.

Control the management or policies of the applicant through agreement or otherwise?

[ ]

[ ]

B.

Wholly or partially finance the business of the applicant?
Do not answer “Yes” to 12B if the person finances the business of the applicant through: 1) a public
offering of securities made pursuant to the Securities Act of 1933; or 2) credit extended in the ordinary
course of business by suppliers, banks, and others.
If “Yes” to any part of Item 12, complete appropriate items on Schedule D, Page 1, Section IV.

[ ]

[ ]

A.

Directly or indirectly, does the applicant control, is the applicant controlled by, or is the 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 13A, complete appropriate items on Schedule D, Page 2, Section V.

[ ]

[ ]

B.

Directly or indirectly, is applicant controlled by any bank holding company or does applicant control, is
applicant controlled by, or is applicant under common control with any bank (as defined in 15 U.S.C.
78c(a)(6)) or any foreign bank?
If “Yes” to item 13B, complete appropriate items on Schedule D, Page 3, Section VI.

[ ]

[ ]

(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 a felony

[ ]

[ ]

(1) Been convicted of or pled guilty or 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 14B(1)?

[ ]

CRIMINAL DISCLOSURE

14. Use the appropriate DRP for providing details to “yes” answers to the questions in Item 14. Refer to the
Explanation of Terms section of Form SBSE Instructions for explanations of italicized terms.
A. In the past ten years has the applicant or a control affiliate:

B. In the past ten years has the applicant or a control affiliate:

[ ]

Official
Use
Only

FORM SBSE
Page 4

Applicant Name: _____________________________________
Date:__________

Official Use

SEC Filer No: __________

CIVIL JUDICIAL DISCLOSURE

REGULATORY ACTION DISCLOSURE

C. Has the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission
ever:

YES NO

(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, 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?

[ ]

[ ]

(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 investmentrelated 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?

[ ]

[ ]

(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?

[ ]

[ ]

[ ]

[ ]

[ ]

[ ]

(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 investmentrelated statutes or regulations?

[ ]

[ ]

(c) Ever dismissed, pursuant to a settlement agreement, an investment-related civil judicial 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 judicial proceeding that could result
in a “yes” answer to any part of 14H(1)?

[ ]

[ ]

D. Has any other federal regulatory agency, state regulatory agency, or foreign financial regulatory
authority:

E. Has any self-regulatory organization:

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?
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 14C, D, or E?
H. (1) Has any domestic or foreign civil judicial court:

Official
Use
Only

FORM SBSE
Page 5
FINANCIAL
DISCLOSURE

I.

Applicant Name: _____________________________________
Date:__________

Official Use

SEC Filer No: __________

In the past ten years has the applicant or a control affiliate ever been a securities firm or a futures firm,
or a control affiliate of a securities firm or a futures firm that:

YES NO

(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?

[ ]

[ ]

15.

Is the applicant registered with the Commission as an investment adviser or municipal securities
advisor or with the CFTC as a commodity trading adviser?
If “yes,” provide all unique identification numbers assigned to the firm relating to this business on
Schedule D, Page 1, Section II.

[ ]

[ ]

16. 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?
If “yes,” provide all unique identification numbers assigned to the firm relating to this business on
Schedule D, Page 1, Section II.

[ ]

[ ]

Does applicant engage in any other investment-related, non-securities business?
If “yes,” provide all unique identification numbers assigned to the firm relating to this business and
describe each other business briefly on Schedule D, Page 1, Section II.

[ ]

[ ]

Is the applicant registered with a foreign financial regulatory authority?
If “yes,” list all such registrations on Schedule F, Page 1, Section II.

[ ]

[ ]

B.

17.

Official
Use
Only

Schedule A of FORM
SBSE
DIRECT OWNERS AND
EXECUTIVE OFFICERS
(Answer for Form SBSE Item 8)
1.
2.

Official Use

Applicant Name: ___________________________________
Date:__________

SEC Filer No: __________

Use Schedule A to provide information on the direct owners and executive officers of the applicant. Use Schedule B to provide
information on indirect owners. 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 function;
(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.

3.

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

4.

In the “DE/FE/I” column, enter “DE” if the owner is a domestic entity, or enter “FE” if owner is an entity incorporated or domiciled in a
foreign country, or enter “I” if the owner is an individual.

5.

Complete the “Title or Status” column by entering board/management titles; status as partner, trustee, sole proprietor, or shareholder;
and for shareholders, the class of securities owned (if more than one is issued).

6.

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

7.

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

[ ] Yes

[ ] No

50% but less than 75%
75% or more

(a) In the “Control Person” column, enter “Yes” if person has control as defined in the instructions to this form, and enter “No” if the
person does not have control. Note that under this definition most executive officers and all 25% owners, general partners, and
trustees would be “control persons”.
(b) In the “PR “ column, enter “PR” if the owner is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act
of 1934.

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

DE/FE/I

Title or Status

Date Title or
Ownership
Status Acquired
Code
MM

YYYY

Control
Person
PR

CRD and/or IARD
No. and/or foreign
business No. If
None, IRS Tax No.

UIC, if any.

Official
Use
Only

For individuals not presently registered through CRD or IARD, describe prior investment-related experience (e.g., for each prior
position - employer, job title, and dates of service):

For individuals not presently registered through CRD or IARD, describe prior investment-related experience (e.g., for each prior
position - employer, job title, and dates of service):

For individuals not presently registered through CRD or IARD, describe prior investment-related experience (e.g., for each prior
position - employer, job title, and dates of service)

For individuals not presently registered through CRD or IARD, describe prior investment-related experience (e.g., for each prior
position - employer, job title, and dates of service):

Schedule B of FORM
SBSE

Official Use

Applicant Name: _________________________________

INDIRECT OWNERS

Date:__________

SEC Filer No: __________

(Answer for Form SBSE Item 8)
1.

Use Schedule B to provide information on the indirect owners of the applicant. Use Schedule A to provide information
on direct owners. Complete each column.

2.

With respect to each owner listed on Schedule A, (except individual owners), list below:
(a) In the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or
has the power to sell or direct the sale of, 25% or more of a class of a voting security of that corporation.
For purposes of this Schedule, a person beneficially owns any securities (i) owned by his/her child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-inlaw, 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 (“LLC”), (i) those members that have the right to receive
upon dissolution, or have contributed, 25% or more of the LLC’s capital, and (ii) if managed by elected managers, all
elected managers.

3.

Continue up the chain of ownership listing all 25% owners at each level. Once a public company (a company subject to
Sections 12 or 15(d) of the Securities Exchange Act of 1934) is reached, no ownership information further up the chain
of ownership need be given.

4.

In the “DE/FE/I” column, enter “DE” if the owner is a domestic entity, or enter “FE” if owner is an entity incorporated or
domiciled in a foreign country, or enter “I” if the owner is an individual.

5.

Complete the “Status” column by status as partner, trustee, shareholder, etc., and if shareholder, class of securities
owned (if more than one is issued).

6.

Ownership Codes are:
C - 25% but less than 50%

7.

D - 50% but less than 75%

E - 75% or more

F - Other General Partners

(a) In the “Control Person” column, enter “Yes” if person has control as defined in the instructions to this form, and enter
“No” if the person does not have control. Note that under this definition most executive officers and all 25% owners,
general partners, and trustees would be “control persons”.
(b) In the “PR” column, enter “PR” if the owner is a public reporting company under Sections 12 or 15(d) of the
Securities Exchange Act of 1934.

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

DE/FE/I

Entity in Which Interest
is Owned

Status

Date Title or Ownership
Status Acquired
Code
MM

YYYY

Control
Person
PR

CRD and/or IARD
No. and/or foreign
business No. If
None, IRS Tax No.

UIC, if any.

Official
Use
Only

Schedule D of FORM
SBSE
Page 1

Applicant Name: _____________________________________
Date:__________

Official Use

SEC Filer No: __________

Use Schedule D Page 1 to report details for items listed below.
This is an [ ] INITIAL
[ ] AMENDED detail filing for the Form SBSE items checked below:

Section I

Other Business Names

(Check if applicable) [ ] Item 1C(2)

List each of the “other” names and the state(s) or country(ies) in which they are used.
1. Name

State/Country

2. Name

State/Country

3. Name

State/Country

4. Name

State/Country

Section II

Other Business

(Check if applicable) [ ] Item 15

[ ] Item 16A [ ] Item 16B
Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section.
Unique Identification Number(s):

Assigning Regulator(s)/Entity(s):

Briefly describe any other investment-related, non-securities business. Use reverse side of this sheet for additional comments if necessary.

Section III

Successions

(Check if applicable) [ ] Item 9
Date of Succession

MM DD YYYY

/
IRS Employer Number (if any)

Name of Predecessor

/
SEC File Number (if any)

UIC 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

Record Maintenance Arrangements / Business Arrangements / Control Persons / Financings

[ ] Item 11A
[ ] Item 11B
[ ] Item 12A
[ ] Item 12B
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, enter the effective date of
the change.

(Check one)

Firm or Organization Name

SEC File, CRD, NFA, IARD, UIC, foreign business No.,
and/or CIK Number (if any)

Business Address (Street, City, State/Country, Zip + 4 Postal Code)

Effective Date
MM DD YYYY

Individual Name

CRD, NFA, and/or IARD Number (if any)

Business Address (if applicable) (Street, City, State/Country, Zip + 4 Postal Code)

Effective Date
MM DD YYYY

/

/

/

/

Termination Date
MM DD YYYY

/

/

Termination Date
MM DD YYYY

/

/

Briefly describe the nature of the arrangement with respect to books or records (ITEM 11A); the nature of the execution, trading, custody, clearing or
settlement arrangement (ITEM 11B);the nature of the control or agreement (ITEM 12A); or the method and amount of financing (ITEM 12B). Use reverse
side of this sheet for additional comments if necessary.

For ITEM 12A ONLY - If the control person is an individual not presently registered through CRD or IARD, describe prior investment-related experience
(e.g., for each prior position - employer, job title, and dates of service).

Official
Use
Only

Schedule D of FORM
SBSE
Page 2

Applicant Name: _____________________________________
Date:__________

Official Use

SEC Filer No: __________

Use this Schedule D Page 2 to report details for Item 13A. 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 SBSE Item 13A

[ ] 13A. 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 13A only.

The details supplied relate to:
1.

Partnership, Corporation, or Organization Name

CRD Number (if any)

UIC Number (if any)

(check only one)
This Partnership, Corporation, or Organization

[ ] controls applicant

[ ] is controlled by applicant

Business Address (Street, City, State/Country, Zip + 4/Postal Code)

[ ] is under common control with applicant
Effective Date

Termination Date
MM DD YYYY
/
/

MM DD YYYY
/
Is Partnership, Corporation or
Organization a foreign entity”
[ ] Yes

If Yes, provide country of domicile
or incorporation”

[ ] No

Check “Yes” or “No” for
activities of this partnership
Corporation, or organization:

►

/

Securities [ ] Yes [ ] No
Activities:

Investment
Advisory [ ] Yes [ ] No
Activities:

Briefly describe the control relationship. Use reverse side of this sheet for additional comments if necessary.

2.

Partnership, Corporation, or Organization Name

CRD Number (if any)

UIC Number (if any)

(check only one)
This Partnership, Corporation, or Organization

[ ] controls applicant

[ ] is controlled by applicant

Business Address (Street, City, State/Country, Zip + 4/Postal Code)

[ ] is under common control with applicant
Effective Date

Termination Date
MM DD YYYY
/
/

MM DD YYYY
/
Is Partnership, Corporation or
Organization a foreign entity”
[ ] Yes

If Yes, provide country of domicile
or incorporation”

[ ] No

Check “Yes” or “No” for
activities of this partnership
Corporation, or organization:

►

/

Securities [ ] Yes [ ] No
Activities:

Investment
Advisory [ ] Yes [ ] No
Activities:

Briefly describe the control relationship. Use reverse side of this sheet for additional comments if necessary.

3.

Partnership, Corporation, or Organization Name

CRD Number (if any)

UIC Number (if any)

(check only one)
This Partnership, Corporation, or Organization

[ ] controls applicant

[ ] is controlled by applicant

Business Address (Street, City, State/Country, Zip + 4/Postal Code)

[ ] is under common control with applicant
Effective Date
MM DD YYYY
/

Is Partnership, Corporation or
Organization a foreign entity”
[ ] Yes

[ ] No

If Yes, provide country of domicile
or incorporation”

Check “Yes” or “No” for
activities of this partnership
Corporation, or organization:

►

/

Securities [ ] Yes [ ] No
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.

Termination Date
MM DD YYYY
/
/
Investment
Advisory [ ] Yes [ ] No
Activities:

Official
Use
Only

Schedule D of FORM
SBSE
Page 3

Official Use

Applicant Name: _____________________________________
Date:__________

SEC Filer No: __________

Use Schedule D Page 3 to report details for Item 13B. Report only new information or changes/updates to previously
submitted details. Do not report 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 SBSE Item 13B

[ ] 13B. Directly or indirectly, is applicant controlled by any bank holding company or does applicant control, is applicant
controlled by, or is applicant under common control with any bank (as defined in 15 U.S.C. 78c(a)(6)) or any foreign bank?

Section VI

Complete this section for control issues relating to ITEM 13B 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:

1.

Financial Institution Name

CRD Number (if applicable)

Institution Type (e.g., bank holding company, national bank, state member bank of the
Federal Reserve System, state non-member bank, savings bank or association, credit
union, foreign bank.)

Effective Date

UIC Number (if any)
MM DD YYYY

/

/

Termination Date MM DD YYYY

/
Business Address (Street, City, State/Country, Zip + 4/Postal Code

/

If foreign, country of domicile or incorporation

Briefly describe the control relationship. Use reverse side of this sheet for additional comments, if necessary.

2.

Financial Institution Name

CRD Number (if applicable)

Institution Type (e.g., bank holding company, national bank, state member bank of the
Federal Reserve System, state non-member bank, savings bank or association, credit
union, foreign bank.)

Effective Date

UIC Number (if any)
MM DD YYYY

/

/

Termination Date MM DD YYYY

/
Business Address (Street, City, State/Country, Zip + 4/Postal Code

/

If foreign, country of domicile or incorporation

Briefly describe the control relationship. Use reverse side of this sheet for additional comments, if necessary.

3.

Financial Institution Name

CRD Number (if applicable)

Institution Type (e.g., bank holding company, national bank, state member bank of the
Federal Reserve System, state non-member bank, savings bank or association, credit
union, foreign bank.)

Effective Date

UIC Number (if any)
MM DD YYYY

/

/

Termination Date MM DD YYYY

/
Business Address (Street, City, State/Country, Zip + 4/Postal Code

/

If foreign, country of domicile or incorporation

Briefly describe the control relationship. Use reverse side of this sheet for additional comments, if necessary.

4.

Financial Institution Name

CRD Number (if applicable)

Institution Type (e.g., bank holding company, national bank, state member bank of the
Federal Reserve System, state non-member bank, savings bank or association, credit
union, foreign bank.)

Effective Date

UIC Number (if any)
MM DD YYYY

/

/

Termination Date MM DD YYYY

/
Business Address (Street, City, State/Country, Zip + 4/Postal Code

/

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
SBSE
Page 1

Applicant Name: _____________________________________
Date:__________

Official Use

SEC Filer No: __________

INSTRUCTIONS
General: Use this schedule to identify other business locations of the applicant. Repeat Items 1-6 for each other business location. Each item
must be completed unless otherwise noted. Use additional copies of this schedule as necessary.
Specific:
Item 1. Specify only one box. Check “Add” when the applicant is filing the initial notice to inform the Commission that it has opened another
business location, “Delete’’ when the applicant closes another business location, and “Amendment” to indicate any other change to
previously filed information.
Item 2. Complete this item for all entries. Provide the date that the other business location was opened (ADD), closed (DELETE), or the
effective date of the change (AMENDMENT).
Item 3. Complete this item for all entries. A physical location must be included; post office box designations alone are not sufficient.
Item 4. Complete this item only when the applicant changes the address of an existing other business location.
Item 5. If the other business location occupies or shares space on premises within a bank, or other financial institution, enter the name of the
institution in the space provided.
Item 6. Complete this item for all entries. Enter the name of the associated person who is responsible for the operations of, and is physically
at, this location.

1.

Check only one box:

2.

Effective Date:

3.

Street:

[ ] Add

[ ] Delete

[ ] Amendment
4.

Street:
P.O. Box (if applicable), Suite, Floor:

P.O. Box (if applicable), Suite, Floor:

City, State/Country, Zip Code +4/Postal Code:

City, State/Country, Zip Code +4/Postal Code:

1.

Check only one box:

2.

Effective Date:

3.

Street:

[ ] Add

5.

Institution Name:

6.

Responsible Associated Person:

[ ] Delete

[ ] Amendment
4.

Street:
P.O. Box (if applicable), Suite, Floor:

P.O. Box (if applicable), Suite, Floor:

City, State/Country, Zip Code +4/Postal Code:

City, State/Country, Zip Code +4/Postal Code:

1.

Check only one box:

2.

Effective Date:

3.

Street:

[ ] Add

5.

Institution Name:

6.

Responsible Associated Person:

[ ] Delete

[ ] Amendment
4.

P.O. Box (if applicable), Suite, Floor:

P.O. Box (if applicable), Suite, Floor:
City, State/Country, Zip Code +4/Postal Code:

Street:

City, State/Country, Zip Code +4/Postal Code:
5.

Institution Name:

6.

Responsible Associated Person:

Schedule F of FORM
SBSE
Page 1

Section I

Applicant Name:
_________________________________
Date:__________
No: __________

Official Use

SEC Filer

Service of Process and Certification Regarding Access to Records

Each nonresident security-based swap dealer and non-resident security-based swap participant shall use
Section I to identify its United States agent for service of process and the certify that it can, as a matter of
law, and will (1) provide the Commission with prompt access to its books and records, and
(2) submit to onsite inspection and examination by the Commission.
1. Service of Process:
A.

Name of United States person applicant designates and appoints as agent for service of process

B.

Address of United States person applicant designates and appoints as agent for service of process

The above identified agent for service of process may be served any process, pleadings, subpoenas, or
other papers in
(a) any investigation or administrative proceeding conducted by the Commission that relates to the
applicant or about which the applicant may have information; and
(b) any civil or criminal suit or action or proceeding brought against the applicant or to which the applicant
has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction
of any state or of the United States or of any of its territories or possessions or of the District of Columbia,
to enforce the Exchange Act. The applicant has stipulated and agreed that any such suit, action or
administrative proceeding may be commenced by the service of process upon, and that service of an
administrative subpoena shall be effected by service upon the above-named Agent for Service of Process,
and that service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid
and binding as if personal service thereof had been made.

2. Certification regarding access to records:
Applicant can as a matter of law, and will;
(1) provide the Commission with prompt access to its books and records, and
(2) submit to onsite inspection and examination by the Commission.
Applicant must attach to this Form SBSE a copy of the opinion of counsel it is required to obtain in
accordance with paragraph (c)(1)(ii) or (c)(2) of Exchange Act Rule 15Fb2-4, as appropriate
[paragraphs (c)(1)(ii) or (c)(2) of 17 CFR 240.15Fb2-4.
Signature:
Name and Title:
Date:

Section II

Registration with Foreign Financial Regulatory Authorities

Complete this Section for Registration with Foreign Financial Regulatory Authorities relating to ITEM
17. Each security-based swap dealer and major security-based swap participant that is registered with a foreign financial
regulatory authority must list on Section II of this Schedule F, for each foreign financial regulatory authority with which it is
registered, the following information:

1. _______________________________________
English Name of Foreign Financial Regulatory Authority

2. _______________________________________
English Name of Foreign Financial Regulatory Authority

3. _______________________________________
English Name of Foreign Financial Regulatory Authority

___________________

__________________

Foreign Registration No. (if any)

English Name of Country:

___________________

__________________

Foreign Registration No. (if any)

English Name of Country:

___________________

__________________

Foreign Registration No. (if any)

English Name of Country:

If applicant has more than 3 Foreign Financial Regulatory Authorities to report, complete additional Schedule F Page 1s.

CRIMINAL DISCLOSURE REPORTING PAGE (SBSE)

GENERAL INSTRUCTIONS
This Disclosure Reporting Page [DRP (SBSE)] is an [ ] INITIAL OR [ ] AMENDED response to report details for
affirmative responses to Items 14A and 14B of Form SBSE;
Check [√] item(s) being responded to:
14A. 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 a felony?
14B. 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?
[ ] (2) Been charged with a misdemeanor specified in 14B(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 (SBSE). 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 (SBSE). The completion of this DRP does
not relieve the control affiliate of its obligation to update its CRD records.
Applicants must attach a copy of each applicable court document (i.e., criminal complaint, information or indictment as well
as judgment of conviction or sentencing documents) if not previously submitted through CRD (as they could be in the case
of a control affiliate registered through CRD). 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 (SBSE) 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
SBSE DRP – CONTROL AFFILIATE
CRD NUMBER

Registered:

UIC NUMBER (if any)

[ ] Yes

This Control Affiliate is

[ ] Firm

[ ] Individual

[ ] No

NAME (For individuals, Last, First, Middle)
[ ] This DRP should be removed from the SBS Entity’s record because the control affiliate(s) are no longer
associated with the SBS Entity.
B.

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

[ ] Yes
[ ] No

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

CRIMINAL DISCLOSURE REPORTING PAGE (SBSE)
(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.
___________________________________________________________________________________________

2.

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).
____________________________________________________________________________________________

3.

Event Disclosure Detail (Use this for both organizational and individual charges.)
A. Date First Charged (MM/DD/YYYY):

[ ] Exact

[ ] Explanation

If not exact, provide explanation: _________________________________________________________________
B.

Disclosure Detail (include Charge(s)/Charge Description(s), and for each charge provide: 1. number of
Event
counts, 2. felony or misdemeanor, 3. plea for each charge, and 4. product type if charge is investment-related):

___________________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________
C. Current status of the Event?
D.

[ ] Pending

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

[ ] On Appeal

[ ] Final
[ ] Exact

[ ] Explanation

If not exact, provide explanation: _________________________________________________________________
4.

Disposition Disclosure Detail: Include for each charge, A. Disposition Type [e.g., convicted, acquitted, dismissed,
pretrial.], 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.
___________________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________

5.

Provide a brief summary of the 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 (SBSE)

GENERAL INSTRUCTIONS
This Disclosure Reporting Page [DRP (SBSE)] is an [ ] INITIAL OR [ ] AMENDED response to report details for affirmative
responses to Items 14C, 14D, 14E, 14F, or 14G of Form SBSE;
Check [√] item(s) being responded to:
14C. 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) the applicant or a control affiliate to have been a cause of an investment-related business having its authorization to do business denied, 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?
14D. Has any other federal regulatory agency, 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?
14E. 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?
14F. [ ] Has the applicant’s or a control affiliate’s authorization to act as an attorney, accountant, or federal contractor ever been revoked or suspended?
14G. [ ] 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 14C, 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 14C, 14D, 14E, 14F or 14G. 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 (SBSE). 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 (SBSE). 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
SBSE DRP – CONTROL AFFILIATE
CRD NUMBER

UIC NUMBER (if any)

This Control Affiliate is

[ ] Firm

[ ] Individual

Registered: [ ] Yes
[ ] No
NAME (For individuals, Last, First, Middle)
[ ] This DRP should be removed from the SBS Entity’s record because the control affiliate(s) are no longer
associated with the SBS Entity.
B.

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

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

REGULATORY ACTION DISCLOSURE REPORTING PAGE (SBSE)
(continuation)

PART II
1.

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

2.

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.

3.

Date Initiated (MM/DD/YYYY)

[ ] Exact

[ ] Explanation

If not exact, provide explanation: __________________________________________________________________
4.

Docket/Case Number:

5.

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

6.

Principal Product Type: (check appropriate item)
[ ] Annuity(ies) - Fixed
[ ] Annuity(ies) – Variable
[ ] Banking Products (other
than CD(s))
[ ] 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 Type:

7.

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

8.

Current Status?

[ ] Pending

[ ] On Appeal

[ ] Final

9.

If on appeal, regulatory action appealed to: (SEC, SRO, Federal or State Court) and Date Appeal Filed:

REGULATORY ACTION DISCLOSURE REPORTING PAGE (SBSE)
(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
[ ] Decision

[ ] Consent
[ ] Dismissed
[ ] Order

[ ] Settled
[ ] Stipulation and Consent
[ ] Vacated

3.

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 re-qualify/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 (SBSE)

GENERAL INSTRUCTIONS
This Disclosure Reporting Page [DRP (SBSE)] is an [ ] INITIAL OR [ ] AMENDED response to report details for
affirmative responses to Items 14H of Form SBSE;
Check [√] item(s) being responded to:
14H(1) Has any domestic or foreign civil judicial 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 judicial action
brought against the applicant or a control affiliate by a state or foreign financial regulatory
authority?
14H(2) [ ] Is the applicant or a control affiliate now the subject of any civil judicial proceeding that could result
in a “yes” answer to any part of 14H(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.
One event may result in more than one affirmative answer to Items 14H. 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 (SBSE). 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 (SBSE). 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
DRP SBSE – CONTROL AFFILIATE
CRD NUMBER

Registered:

UIC NUMBER (if any)

[ ] Yes

This Control Affiliate is

[ ] Firm

[ ] Individual

[ ] No

NAME (For individuals, Last, First, Middle)
[ ] This DRP should be removed from the SBS Entity’s record because the control affiliate(s) are no longer
associated with the SBS Entity.
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: If “No,” complete Part II.

[ ] Yes

[ ] No

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

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (SBSE)
(continuation)

PART II
1.

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

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.

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
[ ] Banking Products (other
than CD(s))
[ ] 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 Type:

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):

6.

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

7.

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

8.

Current Status?

[ ] Pending

[ ] On Appeal

9.

If on appeal, action appealed to (provide name of court):

[ ] Final
Date Appeal Filed (MM/DD/YYYY):

_____________________________________________________________________________________________
10.

If pending, date notice/process was served (MM/DD/YYYY)
If not exact, provide explanation:

[ ] Exact

[ ] Explanation

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (SBSE)
(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

[ ] Judgement Rendered
[ ] Opinion

[ ] Settled

[ ] Withdrawn

[ ] Other _______________________

3.

12.

Resolution Date (MM/DD/YYYY)

[ ] Exact

[ ] Explanation

If not exact, provide explanation:
13.

Resolution Detail
A.

Were any of the following Sanctions Ordered or Relief Granted? (Check all appropriate items):
[ ] Monetary/Fine
Amount $________

[ ] Revocation/Expulsion/Denial
[ ] Censure

[ ] Disgorgement/Restitution

[ ] 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 re-qualify/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 details 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 (SBSE)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page [DRP (SBSE)] is an an [ ] INITIAL OR [ ] AMENDED response to report details for
affirmative responses to Questions 14I on Form SBSE;
Check [√] item(s) being responded to:
14l 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 CRD, such control affiliate need only complete Part I
of the applicant’s appropriate DRP (SBSE). 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 (SBSE). The completion of this DRP does not relieve
the control affiliate of its obligation to update its CRD records.

PART I
A.

The person or entity for whom this DRP (SBSE) is being filed is:
[ ] 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

BD DRP – CONTROL AFFILIATE
CRD NUMBER

Registered:

UIC NUMBER (if any)

[ ] Yes

This Control Affiliate is

[ ] Firm

[ ] Individual

[ ] No

NAME (For individuals, Last, First, Middle)
[ ] This DRP should be removed from the SBS Entity’s record because the control affiliate(s) are no longer
associated with the SBS Entity.
B.

If the control affiliate is registered through the CRD, has the control affiliate submitted a DRP (with Form U-4) or
DRP (BD) to the CRD System for the event?
If the answer is “Yes,” no other information on this DRP must be provided: If “No,” complete Part II.
[ ] Yes
[ ] No
Note: The completion of this Form does not relieve the control affiliate of its obligation to update its CRD records.

PART II
1.

2.

Action Type: (check appropriate item)
[ ] Bankruptcy
[ ] Declaration
[ ] Compromise
[ ] Liquidated

[ ] Receivership
[ ] Other ____________________

Action Date (MM/DD/YYYY) ______________________

[ ] Exact

[ ] Explanation

If not exact, provide explanation: _____________________________________________________________
(continued)

3.

If the financial action relates to an organization over which the applicant or the control affiliate exercise(d) control,
enter organization name and the applicant’s or control affiliate’s position, title or relationship:
________________________________________________________________________________________
Was the Organization investment-related?

4.

[ ] Yes

[ ] No

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?

6.

If not pending, provide Disposition Type: (check appropriate item)

7.

[ ] Yes

[ ] No

[ ] Direct Payment Procedure

[ ] Dismissed

[ ] Satisfied/Released

[ ] Discharged

[ ] Dissolved

[ ] SIPA Trustee Appointed

Disposition Date (MM/DD/YYYY): _______________________

[ ] Exact

[ ] Other _____________
[ ] Explanation

If not exact, provide explanation: _____________________________________________________________
8.

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

9.

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