New York Codes, Rules and Regulations
Title 13 - DEPARTMENT OF LAW
Appendices
Appendix 3

Current through Register Vol. 46, No. 39, September 25, 2024

FORM ADV (Paper Version)

UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION

WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 3.

Check the box that indicates what you would like to do (check all that apply):

[] Submit an initial application to register as an investment adviser with the SEC.

[] Submit an initial application to register as an investment adviser with one or more states.

[] Submit an annual updating amendment to your registration for your fiscal year ended _ ._____________________

[] Submit an other-than-annual amendment to your registration.

Item 1 Identifying Information

Responses to this Item tell us who you are, where you are doing business, and how we can contact you.

A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): ______________________

B. Name under which you primarily conduct your advisory business, if different from Item 1.A. ______________________

List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.

C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the name change is of [] your legal name or [] your primary business name: ______________________

D. If you are registered with the SEC as an investment adviser, your SEC file number: 801- _____________________

E. If you have a number ("CRD Number") assigned by the NASD's CRD system or by the IARD system, your CRD number: ____

If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.

F. Principal Office and Place of Business

(1) Address (do not use a P.O. Box):

(number and street)

(city) (state/country) (zip+4/postal code)

If this address is a private residence, check this box: []

List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If you are applying for registration, or are registered only, with the SEC, list the largest five offices in terms of numbers of employees.

(2) Days of week that you normally conduct business at your principal office and place of business:

[] Monday - Friday [] Other: ___________________________________________________________________

Normal business hours at this location: __________________________________________________________

(3) Telephone number at this location: (area code) (telephone number)

(4) Facsimile number at this location: (area code) (telephone number)

G. Mailing address, if different from your principal office and place of business address:

(number and street)

(city) (state/country) (zip+4/postal code)

If this address is a private residence, check this box: []

H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:

(number and street)

(city) (state/country) (zip+4/postal code)

I. Do you have World Wide Web site addresses? Yes [] No []

If "yes," list these addresses on section 1.I. of Schedule D. If a web address serves as a portal through which to access other information you have published on the World Wide Web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal address. Do not provide individual electronic mail addresses in response to this Item.

J. Contact Employee:

(name)

(title)

(area code) (telephone number) .. (area code) (facsimile number) .............................................................................................

(number and street)

(city) (state/country) (zip+4/postal code)

(electronic mail (e-mail) address, if contact employee has one)

The contact employee should be an employee whom you have authorized to receive information and respond to questions about this Form ADV.

K. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office and place of business?

Yes [] No []

If "yes," complete Section 1.K. of Schedule D.

L. Are you registered with a foreign financial regulatory authority ? Yes [] No []

Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section 1.L. of Schedule D.

Item 2 SEC Registration

Responses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2 only if you are applying for SEC registration or submitting an annual updating amendment to your SEC registration.

A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A(1) through 2.A(10), below. If you are submitting an annual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A(11). You:

[] (1) have assets under management of $25 million (in U.S. dollars) or more;

See Part 1A Instruction 2.a. to determine whether you should check this box.

[] (2) have your principal office and place of business in the U.S. Virgin Islands or Wyoming;

[] (3) have your principal office and place of business outside the United States;

[] (4) are an investment adviser (or sub-adviser) to an investment company registered under the Investment Company Act of 1940;

See Part 1A Instruction 2.b. to determine whether you should check this box.

[] (5) have been designated as a nationally recognized statistical rating organization;

See Part 1A Instruction 2.c. to determine whether you should check this box.

[] (6) are a pension consultant that qualifies for the exemption in rule 203A-2(b);

See Part 1A Instruction 2.d. to determine whether you should check this box.

[] (7) are relying on rule 203A-2(c) because you are an investment adviser that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal office and place of business is the same as the registered adviser;

See Part 1A Instruction 2.e. to determine whether you should check this box. If you check this box, complete section 2.A(7) of Schedule D.

[] (8) are a newly formed adviser relying on rule 203A-2(d) because you expect to be eligible for SEC registration within 120 days;

See Part 1A Instruction 2.f. to determine whether you should check this box. If you check this box, complete section 2.A(8) of Schedule D.

[] (9) are a multi-state adviser relying on rule 203A-2(e);

See Part 1A Instruction 2.g. to determine whether you should check this box. If you check this box, complete Section 2.A(9) of Schedule D.

[] (10) have received an SEC order exempting you from the prohibition against registration with the SEC;

If you check this box, complete Section 2.A(10) of Schedule D.

[] (11) are no longer eligible to remain registered with the SEC.

See Part 1A Instruction 2.h. to determine whether you should check this box.

B. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called notice filings. If this is an initial application, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings you submit to the SEC. If this is an amendment to direct your notice filings to additional state(s), check and circle the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings you submit to the SEC. If this is an amendment to your registration to stop your notice filings from going to state(s) that currently receive them, circle the unchecked box(es) next to those state(s).

[] AL [] CT [] HI [] KY [] MN [] NH [] OH [] SC [] VA

[] AK [] DE [] ID [] LA [] MS [] NJ [] OK [] SD [] WA

[] AZ [] DC [] IL [] ME [] MO [] NM [] OR [] TN [] WV

[] AR [] FL [] IN [] MD [] MT [] NY [] PA [] TX [] WI

[] CA [] GA [] IA [] MA [] NE [] NC [] PR [] UT

[] CO [] GU [] KS [] MI [] NV [] ND [] RI [] VT

If you are amending your registration to stop your notice filings from going to a state that currently receives them and you do not want to pay that state's notice filing fee for the coming year, your amendment must be filed before the end of the year (December 31).

Item 3 Form of Organization

A. How are you organized?

[] Corporation [] Sole Proprietorship [] Limited Liability Partnership (LLP)

[] Partnership [] Limited Liability Company (LLC)

[] Other (specify): ___________________________________________________________________________

If you are changing your response to this Item, see Part 1A Instruction 4.

B. In what month does your fiscal year end each year? _______________________________________________

C. Under the laws of what state or country are you organized? _______

If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where you reside.

If you are changing your response to this Item, see Part 1A Instruction 4.

Item 4 Successions

A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser?

[] Yes .. [] No ...........................................................................................................................................................................

If "yes," complete Item 4.B. and Section 4 of Schedule D.

B. Date of Succession: (mm/dd/yyyy)

If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.

Item 5 Information About Your Advisory Business

Responses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a. provides additional guidance to newly-formed advisers for completing this Item 5.

Employees

A. Approximately how many employees do you have? Include full and part-time employees but do not include any clerical workers.

[] 1-5 [] 6-10 [] 11-50 [] 51-250 [] 251-500 [] 501-1,000

[] More than 1,000 If more than 1,000, how many? __ (round to the nearest 1,000)

B.

(1) Approximately how many of these employees perform investment advisory functions (including research)?

[] 0 [] 1-5 [] 6-10 [] 11-50 [] 51-250 [] 251-500 [] 501-1,000

[] More than 1,000 If more than 1,000, how many? __ (round to the nearest 1,000)

(2) Approximately how many of these employees are registered representatives of a broker- dealer?

[] 0 [] 1-5 [] 6-10 [] 11-50 [] 51-250 [] 251-500 [] 501-1,000

[] More than 1,000 If more than 1,000, how many? __ (round to the nearest 1,000)

If you are organized as a sole proprietorship, include yourself as an employee in your responses to Items 5.A(1) and 5.B(2). If an employee performs more than one function, you should count that employee in each of your responses to Item 5.B(1) and 5.B(2).

(3) Approximately how many firms or other persons solicit advisory clients on your behalf?

[] 0 [] 1-5 [] 6-10 [] 11-50 [] 51-250 [] 251-500 [] 501-1,000

[] More than 1,000 If more than 1,000, how many? __ (round to the nearest 1,000)

In your response to Item 5.B(3), do not count any of your employees and count a firm only once-do not count each of the firm's employees that solicit on your behalf.

Clients

C. To approximately how many clients did you provide investment advisory services during your most-recently completed fiscal year?

[] 0 [] 1-10 [] 11-25 [] 26-100 [] 101-250 [] 251-500

[] More than 500 If more than 500, how many? __ (round to the nearest 500)

D. What types of clients do you have? Indicate the approximate percentage that each type of client comprises of your total number of clients.

The category "individuals" includes trusts, estates, 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized as sole proprietorships.

Unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, check "None" in response to Item 5.D(4).

Compensation Arrangements

E. You are compensated for your investment advisory services by (check all that apply):

[] (1) A percentage of assets under your management

[] (2) Hourly charges

[] (3) Subscription fees (for a newsletter or periodical)

[] (4) Fixed fees (other than subscription fees)

[] (5) Commissions

[] (6) Performance-based fees

[] (7) Other (specify): ________________________________________________________________________

Assets Under Management

F. (1) Do you provide continuous and regular supervisory or management services to securities portfolios? [] Yes [] No

(2) If yes, what is the amount of your assets under management and total number of accounts?

Part 1A Instruction 5.b. explains how to calculate your assets under management. You must follow these instructions carefully when completing this Item.

Advisory Activities

G. What type(s) of advisory services do you provide? Check all that apply.

[] (1) Financial planning services

[] (2) Portfolio management for individuals and/or small businesses

[] (3) Portfolio management for investment companies

[] (4) Portfolio management for businesses or institutional clients (other than investment companies)

[] (5) Pension consulting services

[] (6) Selection of other advisers

[] (7) Publication of periodicals or newsletters

[] (8) Security ratings or pricing services

[] (9) Market timing services

[] (10) Other (specify): _________________________________________________________________

Do not check item 5.G(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940.

H. If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?

[] 0 [] 1-10 [] 11-25 [] 26-50 [] 51-100 [] 101-250 [] 251-500

[] More than 500 If more than 500, how many? __ (round to the nearest 500)

I. If you participate in a wrap fee program, do you (check all that apply):

[] (1) sponsor the wrap fee program?

[] (2) act as a portfolio manager for the wrap fee program?

If you are a portfolio manager for a wrap fee program, list the names of the programs and their sponsors in Section 5.I(2) of Schedule D.

If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check either Item 5.I(1) or 5.I(2).

Item 6 Other Business Activities

In this Item, we request information about your other business activities.

A. You are actively engaged in business as a (check all that apply):

[] (1) Broker-dealer

[] (2) Registered representative of a broker-dealer

[] (3) Futures commission merchant, commodity pool operator, or commodity trading advisor

[] (4) Real estate broker, dealer, or agent

[] (5) Insurance broker or agent

[] (6) Bank (including a separately identifiable department or division of a bank)

[] (7) Other financial product salesperson (specify): _________________________________________________

B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)? [] Yes [] No

(2) If yes, is this other business your primary business? [] Yes [] No

If "yes," describe this other business on Section 6.B. of Schedule D.

(3) Do you sell products or provide services other than investment advice to your advisory clients?

[] Yes [] No

Item 7 Financial Industry Affiliations

In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interests may occur between you and your clients.

Item 7 requires you to provide information about you and your related persons. Your related persons are all of your advisory affiliates and any person that is under common control with you.

A. You have a related person that is a (check all that apply):

[] (1) broker-dealer, municipal securities dealer, or government securities broker or dealer

[] (2) investment company (including mutual funds)

[] (3) other investment adviser (including financial planners)

[] (4) futures commission merchant, commodity pool operator, or commodity trading advisor

[] (5) banking or thrift institution

[] (6) accountant or accounting firm

[] (7) lawyer or law firm

[] (8) insurance company or agency

[] (9) pension consultant

[] (10) real estate broker or dealer

[] (11) sponsor or syndicator of limited partnerships

If you checked Item 7.A(3), list on Section 7.A. of Schedule D all your related persons that are investment advisers.

B. Are you or any related person a general partner in an investment-related limited partnership or manager of an investment-related limited liability company? [] Yes [] No

If "yes," for each limited partnership or limited liability company, complete Section 7.B. of Schedule D.

Item 8 Participation or Interest in Client Transactions

In this Item, we request information about your participation and interest in your clients' transactions. Like Item 7, this information identifies areas in which conflicts of interest may occur between you and your clients.

Like Item 7, Item 8 requires you to provide information about you and your related persons.

Proprietary Interest in Client Transactions

A. Do you or any related person:.. Yes No ...................................................................................

(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?.. [] [] .................................................

(2) buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?.. [] [] .........................................................................

(3) recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest (other than those mentioned in Items 8.A(1) or (2))?.. [] [] .............................................................

Sales Interest in Client Transactions

B. Do you or any related person:.. Yes No ...........................................................................

(1) as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory client securities are sold to or bought from the brokerage customer (agency cross transactions)?.. [] [] ..............................................................................................................................................................................................................

(2) recommend purchase of securities to advisory clients for which you or any related person serves as underwriter, general or managing partner, or purchaser representative?.. [] [] .......................................................................................................................

(3) recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than the receipt of sales commissions as a broker or registered representative of a broker-dealer)?.. [] [] ...................................

Investment or Brokerage Discretion

C. Do you or any related person have discretionary authority to determine the:.. Yes No .......

(1) securities to be bought or sold for a client's account?.. [] [] .......................................................................................

(2) amount of securities to be bought or sold for a client's account?.. [] [] ......................................................................

(3) broker or dealer to be used for a purchase or sale of securities for a client's account?.. [] [] .................................

(4) commission rates to be paid to a broker or dealer for a client's securities transactions?.. [] [] ...............................

.. Yes No ......................................................................................................................................................................

D. Do you or any related person recommend brokers or dealers to clients?.. [] [] ..............................

E. Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party in connection with client securities transactions?.. [] [] ......................................................

F. Do you or any related person, directly or indirectly, compensate any person for client referrals?.. [] [] ................................................................................................................................................

In responding to this Item 8.F., consider in your response all cash and non-cash compensation that you or a related person gave any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals.

Item 9 Custody

In this Item, we ask you whether you or a related person has custody of client assets.

A. Do you have custody of any advisory clients': .. Yes No .........................................

(1) cash or bank accounts?.. [] [] ..........................................................................................................................................

(2) securities?.. [] [] ...............................................................................................................................................................

B. Do any of your related persons have custody of any of your advisory clients':

(1) cash or bank accounts?.. [] [] .........................................................................................................................................

(2) securities?.. [] [] ...............................................................................................................................................................

C. If you answered "yes" to either Item 9.B(1) or 9.B(2), is that related person a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934?.. [] [] .....................................................................................................................

Item 10 Control Persons

In this Item, we ask you to identify every person that, directly or indirectly, controls you.

If you are submitting an initial application, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application, you must complete Schedule C.

Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? [] Yes [] No

If yes, complete Section 10 of Schedule D.

Item 11 Disclosure Information

In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than one of the questions below.

Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you. If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.

If you are registered or registering with the SEC, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A(1), 11.A(2), 11.B(1), 11.B(2), 11.D(4), and 11.H(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary orders, judgments, or decrees lapsed.

You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.

For "yes" answers to the following questions, complete a Criminal Action DRP.

.. Yes No ................................................................................................................................

A. In the past ten years, have you or any advisory 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? .. [] [] ..............................................................................

If you are registered or registering with the SEC, you may limit your response to Item 11.A(2) to charges that are currently pending.

B. In the past ten years, have you or any advisory 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 listed in Item 11.B(1)?.. [] [] .....................................

If you are registered or registering with the SEC, you may limit your response to Item 11.B(2) to charges that are currently pending.

For "yes" answers to the following questions, complete a Regulatory Action DRP.

.. Yes No ...........................................................................................................................................

C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:

(1) found you or any advisory affiliate to have made a false statement or omission?.. [] [] .......

(2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?.. [] [] ...............................................

(3) found you or any advisory 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 you or any advisory affiliate in connection with investment-related activity?.. [] [] ...........................................................................

(5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?.. [] [] ....................................................

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

(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?.. [] [] .................................................................

(2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?.. [] [] ..........

(3) ever found you or any advisory 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 you or any advisory affiliate in connection with an investment-related activity?.. [] [] ...................................

(5) ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?.. [] [] .......

E. Has any self-regulatory organization or commodities exchange ever:

(1) found you or any advisory affiliate to have made a false statement or omission?.. [] [] .......

(2) found you or any advisory 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 SEC)?.. [] [] .................................

.. Yes No .....................................................................................................................................................

(3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?.. [] [] ................................................

(4) disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?.. [] [] ...................................................................................................

F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or to any advisory affiliate ever been revoked or suspended?.. [] [] .........................................

G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C, 11.D, or 11.E?.. [] [] ......................

For "yes" answers to the following questions, complete a Civil Judicial Action DRP.

.. Yes No .....................................................................................................................................................

H. (1) Has any domestic or foreign court:

(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?.. [] [] .....................

(b) ever found that you or any advisory affiliate were 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 you or any advisory affiliate by a state or foreign financial regulatory authority? [] []

(2) Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H(1)?.. [] [] ................................................

Item 12 Small Businesses

The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine whether you meet the definition of "small business" or "small organization" under rule 0-7.

Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F(2)(c) that you have assets under management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from SEC to state registration.

For purposes of this Item 12 only:

* Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total assets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger).

* Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by contract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another person is presumed to control the other person.

.. Yes No ............................................................................................................................

A. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?.. [] [] .......

If "yes," you do not need to answer Items 12.B and 12.C.

B. Do you:

(1) control another investment adviser that had assets under management of $25 million or more on the last day of the most recent fiscal year?.. [] [] ..............................................................................................................................................

(2) control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?.. [] [] .........................................................................................................................

C. Are you:

(1) controlled by or under common control with another investment adviser that had assets under management of $25 million or more on the last day of its most recent fiscal year?.. [] [] ..............................................................................

(2) controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?.. [] [] ..............................................................

FORM ADV (Paper Version)

UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION

You must complete this Part 1B only if you are applying for registration, or are registered, as an investment adviser with any of the state securities authorities.

Item 1 State Registration

Complete this Item 1 if you are submitting an initial application for state registration or requesting additional state registration(s). Check the boxes next to the states to which you are submitting this application. If you are already registered with at least one state and are applying for registration with an additional state or states, check the boxes next to the states in which you are applying for registration. Do not check the boxes next to the states in which you are currently registered or where you have an application for registration pending.

[] AL [] CT [] HI [] KY [] MN [] NH [] OH [] SC [] VA

[] AK [] DE [] ID [] LA [] MS [] NJ [] OK [] SD [] WA

[] AZ [] DC [] IL [] ME [] MO [] NM [] OR [] TN [] WV

[] AR [] FL [] IN [] MD [] MT [] NY [] PA [] TX [] WI

[] CA [] GA [] IA [] MA [] NE [] NC [] PR [] UT

[] CO [] GU [] KS [] MI [] NV [] ND [] RI [] VT

Item 2 Additional Information

A. Person responsible for supervision and compliance:

(name)

(title)

(area code) (telephone number).. (area code) (facsimile number) ...................................................................

(number and street)

(city) (state/country) (zip+4/postal code)

(electronic mail (e-mail) address, if the person has one)

If this address is a private residence, check this box: []

B. Bond/Capital Information, if required by your home state.

(1) Name of Issuing Insurance Company:

____________________________________________________________________________________

(2) Amount of Bond: $ __.00

(2) Bond Policy Number: ______

.. Yes No ........................................................................................................................................

(4) If required by your home state, are you in compliance with your home state's minimum capital requirements?.. [] [] .......

For "yes" answers to the following question, complete a Bond DRP:

C. Has a bonding company ever denied, paid out on, or revoked a bond for you?.. [] [] ..................................

For "yes" answers to the following question, complete a Judgment/Lien DRP:

D. Do you have any unsatisfied judgments or liens against you?.. [] [] .............................................................

For "yes" answers to the following questions, complete an Arbitration DRP:

E. Are you, any advisory affiliate, or any management person currently the subject of, or have you, any advisory affiliate, or any management person been the subject of, an arbitration claim alleging damages in excess of $2,500, involving any of the following:

(1) any investment or an investment-related business or activity?.. [] [] ..........................................

(2) fraud, false statement, or omission?.. [] [] ......................................................................................................

(3) theft, embezzlement, or other wrongful taking of property?.. [] [] ..................................................................

(4) bribery, forgery, counterfeiting, or extortion?.. [] [] .........................................................................................

(5) dishonest, unfair, or unethical practices?.. [] [] ...............................................................................................

For "yes" answers to the following questions, complete a Civil Judicial Action DRP:

F. Are you, any advisory affiliate, or any management person currently subject to, or have you, any advisory affiliate, or any management person been found liable in, a civil, self- regulatory organization, or administrative proceeding involving any of the following:

(1) an investment or investment-related business or activity?.. [] [] ..............................................

(2) fraud, false statement, or omission?.. [] [] ....................................................................................................

(3) theft, embezzlement, or other wrongful taking or property?.. [] [] ...............................................................

(4) bribery, forgery, counterfeiting, or extortion?.. [] [] ......................................................................................

(5) dishonest, unfair, or unethical practices?.. [] [] ............................................................................................

G. Other Business Activities

(1) Are you actively engaged in business as a(n) (check all that apply):

[] Attorney

[] Certified public accountant

[] Tax preparer

(2) If you are actively engaged in any business other than those listed in Item 6.A. of Part 1A or Item 2.G(1) of Part 1B, describe the business and the approximate amount of time spent on that business:

___________________________________________________________________________________

___________________________________________________________________________________

___________________________________________________________________________________

___________________________________________________________________________________

___________________________________________________________________________________

___________________________________________________________________________________

___________________________________________________________________________________

___________________________________________________________________________________

H. If you provide financial planning services, the investments made based on those services at the end of your last fiscal year totaled:

If securities investments are over $5,000,000, how much? $ ___ (round to the nearest $1,000,000)

If non-securities investments are over $5,000,000, how much? $ ___ (round to the nearest $1,000,000)

I. Custody

.. Yes No .........................................................................................................................................

(1) Do you withdraw advisory fees directly from your clients' accounts?.. [] [] ..........................

(2) Do you act as a general partner for any partnership or trustee for any trust in which your advisory clients are either partners of the partnership or beneficiaries of the trust?.. [] [] ................................................................................

.. Yes No .................................................................................................................................

(3) If you answered "yes" to Item 2.I(1) or 2.I(2), respond to the following:

(a) Do you send a copy of your invoice to the custodian or trustee at the same time that you send a copy to the client? .. [] [] ..............

(b) Do you send quarterly statements to your clients showing all disbursements for the custodian account, including the amount of the advisory fees? [] [] .......

(c) Do your clients provide written authorization permitting you to be paid directly for their accounts held by the custodian or trustee?.. [] [] .............

(d) If you are the general partner of a partnership, have you engaged an attorney or an independent certified public accountant to provide authority permitting each direct payment or any transfer of funds or securities from the partnership account?.. [] [] .......

(4) Do you require prepayment of fees of more than $500 per client and for six months or more in advance? .. [] [] .......

J. If you are organized as a sole proprietorship, please answer the following:

.. Yes No .....................................................................................................................................

(1)(a) Have you passed, on or after January 1, 2000, the Series 65 examination?.. [] [] ..........................

(b) Have you passed, on or after January 1, 2000, the Series 66 examination and also passed, at any time, the Series 7 examination?.. [] [] .......

(2)(a) Do you have any investment advisory professional designations?.. [] [] ..............................................

If "no," you do not need to answer Item 2.J.(2)(b).

(b) I have earned and I am in good standing with the organization that issued the following credential:

[] 1. Certified Financial Planner ("CFP")

[] 2. Chartered Financial Analyst ("CFA")

[] 3. Chartered Financial Consultant ("ChFC")

[] 4. Chartered Investment Counselor ("CIC")

[] 5. Personal Financial Specialist ("PFS")

[] 6. None of the above

(3) Your social security number: _______

CRIMINAL DISCLOSURE REPORTING PAGE (ADV)

A. The person(s) or entity(ies) for whom this DRP is being filed is (are): [] You (the advisory firm) [] You and one or more of your advisory affiliates [] One or more of your advisory affiliates

If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).

If the advisory affiliate has a CRD number, provide that number. If not, indicate "non- registered" by checking the appropriate box.

ADV DRP - ADVISORY AFFILIATE

[] This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.

[] This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.

B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. [] Yes [] No

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

(continued)

CRIMINAL DISCLOSURE REPORTING PAGE (ADV)

(continuation)

1. If charge(s) were brought against an organization over which you or an advisory affiliate exercise(d) control: Enter organization name, whether or not the organization was an investment- related business and your or the advisory 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

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 [] No

D. Current status of the Event? [] Pending [] On Appeal [] Final

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

[] Exact [] 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.

(continued)

CRIMINAL DISCLOSURE REPORTING PAGE (ADV)

(continuation)

5. 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. (Your response must fit within the space provided.)

REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)

A. The person(s) or entity(ies) for whom this DRP is being filed is (are): [] You (the advisory firm) [] You and one or more of your advisory affiliates [] One or more of your advisory affiliates

If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).

If the advisory affiliate has a CRD number, provide that number. If not, indicate "non- registered" by checking the appropriate box.

ADV DRP - ADVISORY AFFILIATE

[] This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.

[] This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.

If you are registered or registering with a state securities authority, you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.

B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. [] Yes [] No

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

(continued)

REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)

(continuation)

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. Date Initiated (MM/DD/YYYY): _____ [] Exact [] Explanation

4. Docket/Case Number:

5. Advisory 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

[] 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:

(continued)

REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)

(continuation)

7. Describe the allegations related to this regulatory action (your response 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:

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)

[] Consent

[] Decision

[] Decision & Order of Offer of Settlement

[] Dismissed

[] Order

[] Settled

[] Stipulation and Consent

[] Vacated

[] Withdrawn

[] Other ___

11. Resolution Date (MM/DD/YYYY): ____ [] Exact [] Explanation

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

[] Monetary/Fine [] Revocation/Expulsion/Denial [] Disgorgement/Restitution

Amount: $ ___ [] Censure [] Cease and Desist/Injunction [] Bar [] Suspension

B. Other Sanctions Ordered:

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

(continued)

REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)

(continuation)

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

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)

A. The person(s) or entity(ies) for whom this DRP is being filed is (are): [] You (the advisory firm) [] You and one or more of your advisory affiliates [] One or more of your advisory affiliates

If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).

If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.

ADV DRP - ADVISORY AFFILIATE

[] This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.

[] This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.

If you are registered or registering with a state securities authority, you may remove a DRP for an event you reported only in response to Item 11.H(1)(a), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.

B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. [] Yes [] No

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

(continued)

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)

(continuation)

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. Filing Date of Court Action (MM/DD/YYYY): _____ [] Exact [] 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):

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

(continued)

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)

(continuation)

7. Describe the allegations related to this civil action (your response must fit within the space provided):

8. Current status? [] Pending [] On Appeal [] Final

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

10. If pending, date notice/process was served (MM/DD/YYYY) ___[] Exact [] Explanation

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

[] Settled

[] Withdrawn

[] Other ___

12. Resolution Date (MM/DD/YYYY): ____ [] Exact [] 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:

(continued)

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)

(continuation)

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 you or an advisory affiliate, date paid and if any portion of penalty was waived:

14. Provide a brief summary of circumstances related to the action(s), allegation(s), disposition(s) and/or finding(s) disclosed above (your response must fit within the space provided).

BOND DISCLOSURE REPORTING PAGE (ADV)

1. Firm Name: (Policy Holder)

2. Bonding Company Name:

3. Disposition Type: (check appropriate item)

[] Denied [] Payout [] Revoked

4. Disposition Date (MM/DD/YYYY): ____ [] Exact [] Explanation

5. If disposition resulted in Payout; list Payout Amount and Date Paid:

6. Summarize the details of circumstances leading to the necessity of bonding company action: (your response must fit within the space provided):

JUDGMENT / LIEN DISCLOSURE REPORTING PAGE (ADV)

1. Judgment/Lien Amount:

2. Judgment/Lien Holder:

3. Judgment/Lien Type: (check appropriate item)

[] Civil [] Default [] Tax

4. Date Filed (MM/DD/YYYY): ____ [] Exact [] Explanation

5. Is Judgment/Lien outstanding? [] Yes [] No

If no, provide status date (MM/DD/YYYY): ____ [] Exact [] Explanation

If no, how was matter resolved? (check appropriate item)

[] Discharged [] Released [] Removed [] Satisfied

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

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

ARBITRATION DISCLOSURE REPORTING PAGE (ADV)

A. The person(s) or entity(ies) for whom this DRP is being filed is (are): [] You (the advisory firm) [] You and one or more of your advisory affiliates [] One or more of your advisory affiliates

If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).

If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate checkbox.

ADV DRP - ADVISORY AFFILIATE

[] This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.

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

1. Arbitration/Reparation Claim initiated by: (Name of private plaintiff, firm, etc.)

2. Principal Relief Sought (check appropriate item)

[] Restraining Order

[] Civil Penalty(ies)/Fine(s)

[] Disgorgement

[] Injunction

[] Money Damages (Private/Civil Claim)

[] Restitution

[] Other ___

(continued)

ARBITRATION DISCLOSURE REPORTING PAGE (ADV)

(continuation)

Other Relief Sought:

3. Initiation Date of Arbitration/Reparation Claim (MM/DD/YYYY): _____ [] Exact [] 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. Arbitration/Reparation Claim was filed with (NASD, AAA, NYSE, CBOE, CFTC, etc.) and Docket/Case Number:

6. Advisory Affiliate Employing Firm when activity occurred which led to the arbitration/reparation (if applicable):

7. Describe the allegations related to this arbitration/reparation (your response must fit within the space provided):

8. Current status? [] Pending [] On Appeal [] Final

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

(continued)

ARBITRATION DISCLOSURE REPORTING PAGE (ADV)

(continuation)

10. If pending, date notice/process was served (MM/DD/YYYY): _____ [] Exact [] Explanation

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

[] Settled

[] Withdrawn

[] Other ___

12. Resolution Date (MM/DD/YYYY): ____ [] Exact [] Explanation

13. Resolution Detail:

A. Were any of the following Sanctions Ordered or Relief Granted (check appropriate items)?

[] Monetary Award [] Settlement [] Disgorgement/Restitution

Amount: $ ___ [] Injunction

B. Other Sanctions:

C. Sanction detail: if disposition resulted in a penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of the penalty was waived:

14. Provide a brief summary of circumstances related to the action(s), allegation(s), disposition(s) and/or finding(s) disclosed above (your response must fit within the space provided).

FORM ADV

Uniform Application for Investment Adviser Registration

Part II - Page 1

This part of Form ADV gives information about the investment adviser and its business for the use of clients.

The information has not been approved or verified by any governmental authority.

Table of Contents

Item Number Item Page..................................

1

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

Advisory Services and Fees

2

2

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

Types of Clients

2

3

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

Types of Investments

3

4

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

Methods of Analysis, Sources of Information and Investment Strategies

3

5

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

Education and Business Standards

4

6

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

Education and Business Background

4

7

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

Other Business Activities

4

8

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

Other Financial Industry Activities or Affiliations

4

9

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

Participation or Interest in Client Transactions

5

10

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

Conditions for Managing Accounts

5

11

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

Review of Accounts

5

12

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

Investment or Brokerage Discretion

6

13

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

Additional Compensation

6

14

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

Balance Sheet

6

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

Continuation Sheet

Schedule F

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

Balance Sheet, if required

Schedule G

Potential persons who are to 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.

(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)

(Answers in Response to Form ADV Part II Item 14.)

(for sponsors of wrap fee programs)

FORM ADV (Paper Version)

UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION

You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial application for SEC registration and all amendments to registration.

Appointment of Agent for Service of Process

By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the state in which you maintain your principal office and place of business and any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the state in which you maintain your principal office and place of business or of any state in which you are submitting a notice filing.

Signature

I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.

I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives.

Signature: __________ Date: _______ .....................................................................................................

Printed Name: __________ Title: _______ .............................................................................

Adviser CRD Number: _______

FORM ADV (Paper Version)

UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION

You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial application for state registration and all amendments to registration.

1. Appointment of Agent for Service of Process

By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the legally designated officers and their successors, of the state in which you maintain your principal office and place of business and any other state in which you are applying for registration or amending your registration, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the state in which you maintain your principal office and place of business or of any state in which you are applying for registration, or amending your registration.

2. State-Registered Investment Adviser Affidavit

If you are subject to state regulation, by signing this Form ADV, you represent that, you are in compliance with the registration requirements of the state in which you maintain your principal place of business and are in compliance with the bonding, capital, and recordkeeping requirements of that state.

Signature

I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.

I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives.

Signature: __________ Date: _______ ...........................................................................................

Printed Name: __________ Title: _______ .............................................................................................

Adviser CRD Number: _______

FORM ADV (Paper Version)

UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION

You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial application for SEC registration and all amendments to registration.

1. Appointment of Agent for Service of Process

By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each of the Secretary of the SEC, and the Secretary of State or other legally designated officer, of any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of any state in which you are submitting a notice filing.

2. Appointment and Consent: Effect on Partnerships

If you are organized as a partnership, this irrevocable power of attorney and consent to service of process will continue in effect if any partner withdraws from or is admitted to the partnership, provided that the admission or withdrawal does not create a new partnership. If the partnership dissolves, this irrevocable power of attorney and consent shall be in effect for any action brought against you or any of your former partners.

3. Non-Resident Investment Adviser Undertaking Regarding Books and Records

By signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal office in Washington D.C., at any Regional or District Office of the Commission, or at any one of its offices in the United States, as specified by the Commission, correct, current, and complete copies of any or all records that you are required to maintain under Rule 204-2 under the Investment Advisers Act of 1940. This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or powers of attorney or any of your general partners and managing agents.

Signature

I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non-resident investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.

I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives.

Signature: __________ Date: _______ ..................................................................

Printed Name: __________ Title: _______ ..........................................................

Adviser CRD Number: _______

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