N.Y. Comp. Codes R. & Regs. tit. 13, Appendices, app 3

Current through Register Vol. 46, No. 45, November 2, 2024

Appendix 3

FORM ADV (Paper Version)

UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION

PART 1A

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.

FORM ADV	.....................................................................................Your Name _______.. CRD Number _______
Part 1A	..........................................................................................Date _______.. SEC 801-Number ______
Page 2 of 16

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)

FORM ADV	....................................................................................... Your Name _______.. CRD Number _______
Part 1A	............................................................................................. Date _______.. SEC 801-Number ______
Page 3 of 16

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.

FORM ADV	....................................................................................... Your Name _______ .. CRD Number _______
Part 1A	............................................................................................. Date _______.. SEC 801-Number ______
Page 4 of 16

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.

FORM ADV	................................................................................ Your Name _______.. CRD Number _______
Part 1A	...................................................................................... Date _______.. SEC 801-Number ______
Page 5 of 16

[] (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? _______________________________________________

FORM ADV	................................................................................... Your Name _______.. CRD Number _______
Part 1A	......................................................................................... Date _______.. SEC 801-Number ______
Page 6 of 16

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)

(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).

FORM ADV	................................................................... Your Name _______.. CRD Number _______
Part 1A	.......................................................................... Date _______.. SEC 801-Number ______
Page 7 of 16

(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.

*None*	Up to 10%	*11-25%*	*26-50%*	*51-75%*	More Than 75%
(1)	Individuals (other than high net worth individuals)	[]	[]	[]	[]	[]	[]
(2)	High net worth individuals	[]	[]	[]	[]	[]	[]
(3)	Banking or thrift institutions	[]	[]	[]	[]	[]	[]
(4)	Investment companies (including mutual funds)	[]	[]	[]	[]	[]	[]
(5)	Pension and profit sharing plans (other than plan participants)	[]	[]	[]	[]	[]	[]
(6)	Other pooled investment vehicles (e.g., hedge funds)	[]	[]	[]	[]	[]	[]
(7)	Charitable organizations	[]	[]	[]	[]	[]	[]
(8)	Corporations or other businesses not listed above	[]	[]	[]	[]	[]	[]
(9)	State or municipal government entities	[]	[]	[]	[]	[]	[]
(10)	Other: _____	[]	[]	[]	[]	[]	[]

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).

FORM ADV	.............................................................................. Your Name _______.. CRD Number _______
Part 1A	.................................................................................... Date _______.. SEC 801-Number ______
Page 8 of 16

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?

U.S. Dollar Amount	Total Number of Accounts
Discretionary:	(a) $ ________.00	(d) ________
Non-Discretionary:	(b) $ ________.00	(e) ________
Total:	(c) $ ________.00	(f) ________

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.

FORM ADV	.......................................................................... Your Name _______.. CRD Number _______
Part 1A	................................................................................ Date _______.. SEC 801-Number ______
Page 9 of 16

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

FORM ADV	..................................................................... Your Name _______.. CRD Number _______
Part 1A	........................................................................... Date _______.. SEC 801-Number ______
Page 10 of 16

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.

FORM ADV	............................................................................ Your Name _______.. CRD Number _______
Part 1A	.................................................................................. Date _______.. SEC 801-Number ______
Page 11 of 16

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?.. [] [] ...............................

FORM ADV	.......................................................................... Your Name _______.. CRD Number _______
Part 1A	................................................................................ Date _______.. SEC 801-Number ______
Page 12 of 16

.. 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.

FORM ADV	.............................................................................. Your Name _______.. CRD Number _______
Part 1A	.................................................................................... Date _______.. SEC 801-Number ______
Page 13 of 16

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.

.. YesNo ................................................................................................................................

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.

FORM ADV	................................................................... Your Name _______.. CRD Number _______
Part 1A	......................................................................... Date _______.. SEC 801-Number ______
Page 14 of 16

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)?.. [] [] .................................

FORM ADV	.............................................................................. Your Name _______.. CRD Number _______
Part 1A	.................................................................................... Date _______.. SEC 801-Number ______
Page 15 of 16

.. 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.

FORM ADV	.............................................................................. Your Name _______.. CRD Number _______
Part 1A	.................................................................................... Date _______.. SEC 801-Number ______
Page 16 of 16

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

PART 1B

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: ______

FORM ADV	....................................................................... Your Name _______.. CRD Number _______
Part 1B	............................................................................ Date _______.. SEC 801-Number ______
Page 2 of 4

.. 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?.. [] [] ............................................................................................

FORM ADV	................................................................ Your Name _______.. CRD Number _______
Part 1B	...................................................................... Date _______.. SEC 801-Number ______
Page 3 of 4

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:

Securities	Non-Securities
*Investments*	*Investments*
Under $100,000	[]	[]
$100,001 to $500,000	[]	[]
$500,001 to $1,000,000	[]	[]
$1,000,001 to $2,500,000	[]	[]
$2,500,001 to $5,000,000	[]	[]
More than $5,000,000	[]	[]

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?.. [] [] ................................................................................

FORM ADV	........................................................ Your Name _______.. CRD Number _______
Part 1B	.............................................................. Date _______.. SEC 801-Number ______
Page 4 of 4

.. 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: _______

FORM ADV	.................................................................. Your Name: ______.. SEC File No.:______
Schedule A	.................................................................................. Date: ______.. CRD No.: ______

Direct Owners and Executive Officers

1. Complete Schedule A only if you are submitting an initial application. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to amend this information.

2. Direct Owners and Executive Officers. List below the names of:

(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer, director, and individuals with similar status or functions;

(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act);

Direct owners may 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 your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.

(c) if you are organized as 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 your capital;

(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your capital, the trust and each trustee; and

(e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital, and (ii) if managed by elected managers, all elected managers;

3. Do you have any indirect owners to be reported on Schedule B? [] Yes [] No

4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner or executive officer is an individual.

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

6. Ownership codes are: NA - less than 5%

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

B - 10% buy less than 25%

D - 50% but less than 75%

A - 5% but less than 10%

C - 25% but less than 50%

E - 75% or more

7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are 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 Exchange Act.

FULL LEGAL NAME	Title	Date Title		Owner-	Control		CRD No.
(Individuals: Last Name,	DE/FE/I	or	or Status		ship	Person		If None: S.S. No. and Date of Birth,
First Name, Middle Name)	Status	Acquired		Code			IRS Tax No., or Employer ID No.

MM	YYYY	PR

FORM ADV	........................................................................... Your Name: ______.. SEC File No.:______
Schedule B	........................................................................................... Date: ______.. CRD No.: ______

Indirect Owners

1. Complete Schedule B only if you are submitting an initial application. Schedule B asks for information about your indirect owners; you must first complete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.

2. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:

(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a class of a voting security of that corporation;

For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.

(b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 25% or more of the partnership's capital;

(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 reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is reached, no further ownership information need be given.

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

5. Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued).

6. Ownership codes are: C - 25% but less than 50%

D - 50% but less than 75%

E - 75% or more

F - Other (general partner, trustee, or elected manager)

7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are 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 Exchange Act.

FULL LEGAL NAME	Entity in	Date		Owner-	Control	CRD No. If None:
(Individuals: Last Name,	DE/FE/I	Which Interest	Status	Status	ship		Person	S.S. No. and Date of Birth,
First Name, Middle Name)	is Owned	Acquired		Code	IRS Tax No. or Employer ID No.

MM	YYYY	PR

FORM ADV	................................................................... Your Name: ______.. SEC File No.:______
Schedule C	.................................................................................... Date: ______.. CRD No.: ______

Amendments to Schedules A and B

1. Use Schedule C only to amend information requested on either Schedule A or Schedule B. Refer to Schedule A and Schedule B for specific instructions for completing this Schedule C. Complete each column.

2. In the Type of Amendment column, indicate: "A" (addition), "D" (deletion), or "C" (change in information about the same person).

3. Ownership codes are: NA - less than 5% C - 25% but less than 50% G- Other (general partner, A - 5% but less than 10% D - 50% but less than 75% trustee, or elected member) B - 10% but less than 25% E -75% or more

4. List below all changes to Schedule A (Direct Owners and Executive Officers):

FULL LEGAL NAME	Type of	Title	Date Title		Owner-	Control		CRD No. If None:
(Individuals: Last Name,	DE/FE/I	Amend-	or	or Status		ship	Person		S.S. No. and Date of Birth,
First Name, Middle Name)	ment	Status	Acquired		Code			IRS Tax No. or Employer ID No.

MM	YYYY	PR
5. List below all changes to Schedule B (Indirect Owners):

FULL LEGAL NAME	DE/FE/I	Type of	Entity in	Date		Owner-	Control		CRD No. If None:
(Individuals: Last Name,	Amend-	Which Interest	Status	Status		ship	Person		S.S. No. and Date of Birth,
First Name, Middle Name)	ment	is Owned	Acquired		Code			IRS Tax No. or
		Employer ID No.
MM	YYYY	PR

FORM ADV	............................................................. Your Name: ______.. SEC File No.:______
Schedule D	.............................................................................. Date: ______.. CRD No.: ______
Page 1 of 5

Certain items in Part 1A of Form ADV require additional information on Schedule D. Use this Schedule D Page 1 to report details for items listed below. Report only new information or changes/updates to previously submitted information. Do not repeat previously submitted information.

This is an [] INITIAL or [] AMENDED Schedule D Page 1.

SECTION 1.B. Other Business Names

List your other business names and the jurisdictions in which you use them. You must complete a separate Schedule D for each business name.

Check only one box: [] Add [] Delete [] Amend Name ___________ Jurisdictions ________

SECTION 1.F. Other Offices

Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Page 1 for each location. If you are applying for registration, or are registered, only with the SEC, list only the largest five (in terms of numbers of employees).

Check only one box: [] Add [] Delete

(number and street)

(city)

(state/country)

(zip+4/postal code)

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

__________ __________

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

SECTION 1.I. World Wide Web Site Addresses

List your World Wide Web site addresses. You must complete a separate Schedule D for each World Wide Web site address.

Check only one box: [] Add [] Delete

World Wide Web Site Address: _____________

SECTION 1.K. Location of Books and Records

Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D Page 1 for each location.

Check only one box: [] Add [] Delete [] Amend

Name of entity where books and records are kept:____________________________________________________

(number and street)

(city)

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

(state/country)

(zip+4/postal code)

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

__________ __________

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

This is (check one): [] one of your branch offices or affiliates. [] a third-party unaffiliated recordkeeper. [] other.

Briefly describe the books and records kept at this location: ________

FORM ADV	.................................................................. Your Name: ______.. SEC File No.:______
Schedule D	................................................................................... Date: ______.. CRD No.: ______
Page 2 of 5

Use this Schedule D Page 2 to report details for items listed below. Report only new information or changes/updates to previously submitted information. Do not repeat previously submitted information.

This is an [] INITIAL or [] AMENDED Schedule D Page 2.

SECTION 1.L. Registration with Foreign Financial Regulatory Authorities

List the name, in English, of each foreign financial regulatory authority and country with which you are registered. You must complete a separate Schedule D Page 2 for each foreign financial regulatory authority with whom you are registered.

Check only one box: []Add [] Delete

English Name of Foreign Financial Regulatory Authority

_______________

Name of Country _______________________

SECTION 2.A(7) Affiliated Adviser

If you are relying on the exemption in rule 203A-2(c) from the prohibition on registration because you control, are controlled by, or are 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 that of the registered adviser, provide the following information:

Name of Registered Investment Adviser _______________

CRD Number of Registered Investment Adviser (if any) __________

SEC Number of Registered Investment Adviser 801-__________

SECTION 2.A(8) Newly Formed Adviser

If you are relying on rule 203A-2(d), the newly formed adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of these representations:

[] I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after the date my registration with the SEC becomes effective.

[] I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registering with the SEC.

SECTION 2.A(9) Multi-State Adviser

If you are relying on rule 203A-2(e), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations.

If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:

[] I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 30 or more states to register as an investment adviser with the securities authorities in those states.

[] I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 25 states to register as an investment adviser with the securities authorities of those states.

If you are submitting your annual updating amendment, you must make this representation:

[] Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 25 states to register as an investment adviser with the securities authorities in those states.

FORM ADV	..................................................................... Your Name: ______.. SEC File No.:______
Schedule D	...................................................................................... Date: ______.. CRD No.: ______
Page 3 of 5

Use this Schedule D Page 3 to report details for items listed below. Report only new information or changes/updates to previously submitted information. Do not repeat previously submitted information.

This is an [] INITIAL or [] AMENDED Schedule D Page 3.

SECTION 2.A(10) SEC Exemptive Order

If you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:

Application Number: 803- ________ Date of order: _______

(mm/dd/yyyy)

SECTION 4 Successions

Complete the following information if you are succeeding to the business of a currently-registered investment adviser. If you acquired more than one firm in the succession you are reporting on this Form ADV, you must complete a separate Schedule D Page 3 for each acquired firm. See Part 1A Instruction 4.

Name of Acquired Firm _______________

Acquired Firm's SEC File No. (if any) 801- ________ Acquired Firm's CRD Number (if any) ________

SECTION 5.I(2) Wrap Fee Programs

If you are a portfolio manager for one or more wrap fee programs, list the name of each program and its sponsor. You must complete a separate Schedule D Page 3 for each wrap fee program for which you are a portfolio manager.

Check only one box: [] Add [] Delete [] Amend

Name of Wrap Fee Program ____________________

Name of Sponsor _______________________

SECTION 6.B. Description of Primary Business

Describe your primary business (not your investment advisory business): ________

SECTION 7.A. Affiliated Advisers

Complete the following information for each adviser with whom you are affiliated. You must complete a separate Schedule D Page 3 for each affiliated adviser.

Check only one box: [] Add [] Delete [] Amend

Legal Name of Affiliated Adviser: __________________

Primary Business Name of Affiliated Adviser: ____________

Affiliated Adviser's SEC File Number (if any) 801- ________

Affiliated Adviser's CRD Number (if any) ________

FORM ADV	...................................................................... Your Name: ______.. SEC File No.:______
Schedule D	....................................................................................... Date: ______.. CRD No.: ______
Page 4 of 5

Use this Schedule D Page 4 to report details for items listed below. Report only new information or changes/updates to previously submitted information. Do not repeat previously submitted information.

This is an [] INITIAL or [] AMENDED Schedule D Page 4.

SECTION 7.B. Limited Partnership Participation

You must complete a separate Schedule D Page 4 for each limited partnership in which you or a related person is a general partner and each limited liability company for which you or a related person is a manager.

Check only one box: [] Add [] Delete [] Amend

Name of Limited Partnership or Limited Liability Company: ________________________________________________________

Are your clients solicited to invest in the limited partnership or limited liability company? [] yes [] no

Approximately what percentage of your clients have invested in this limited partnership or limited liability company? ___%

Minimum investment commitment required of a limited partner or member: $ ____

Current value of the total assets of the limited partnership or limited liability company: $ ________

SECTION 10 Control Persons

You must complete a separate Schedule D Page 4 for each control person not named in Item 1.A. or Schedules A, B, or C that directly or indirectly controls your management or policies.

Check only one box: [] Add [] Delete [] Amend

Firm or Organization Name _______________________________________________________________________________

CRD Number (if any) _____ Effective Date ____ Termination Date ________

Business address:

(number and street)

(city)

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

(state/country)

(zip+4/postal code)

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

Individual Name (if applicable) (Last, First, Middle)_________________________________________________________

CRD Number (if any) _____ Effective Date ____ Termination Date ________

.............................................................................................................................................................. mm/dd/yyyy.. mm/dd/yyyy

Business address:

(number and street)

(city)

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

(state/country)

(zip+4/postal code)

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

Briefly describe the nature of the control: ____________________________________________________

FORM ADV	........................................................................ Your Name: ______.. SEC File No.:______
Schedule D	........................................................................................ Date: ______.. CRD No.: ______
Page 5 of 5

Use this Schedule D Page 5 to report details for items listed below. Report only new information or changes/updates to previously submitted information. Do not repeat previously submitted information.

This is an [] INITIAL or [] AMENDED Schedule D Page 5.

Miscellaneous

You may use the space below to explain a response to an Item or to provide any other information.

CRIMINAL DISCLOSURE REPORTING PAGE (ADV)

GENERAL INSTRUCTIONS

This Disclosure Reporting Page (DRP ADV) is an [] INITIAL OR [] AMENDED response used to report details for affirmative responses to Items 11.A. or 11.B. of Form ADV.

Check item(s) being responded to: [] 11.A(1) [] 11.A(2) [] 11.B(1) []11.B(2)

Use a separate DRP for each event or proceeding. The same 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 items listed above.

PART I

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.

Your Name

Your CRD Number

ADV DRP - ADVISORY AFFILIATE

CRD Number

This advisory affiliate is [] a firm [] an individual Registered: [] Yes [] No

Name (For individuals, Last, First, Middle)

[] 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)

PART II

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

If not exact, provide explanation: ________________________________________________________________

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

C. Did any of the Charge(s) within the Event involve a felony? [] Yes [] 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

If not exact, provide explanation: _________________________________________________________________

4. Disposition Disclosure Detail: Include for each charge (a) Disposition Type (e.g., convicted, acquitted, dismissed, pretrial, etc.), (b) Date, (c) Sentence/Penalty, (d) Duration (if sentence- suspension, probation, etc.), (e) Start Date of Penalty, (f) Penalty/Fine Amount, and (g) Date Paid.

(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)

GENERAL INSTRUCTIONS

This Disclosure Reporting Page (DRP ADV) is an [] INITIAL OR [] AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.

Check item(s) being responded to: [] 11.C(1) []11.C(2) []11.C(3) []11.C(4) []11.C(5) []11.D(1) []11.D(2) []11.D(3) []11.D(4) []11.D(5) []11.E(1) []11.E(2) []11.E(3) []11.E(4) []11.F. []11.G.

Use a separate DRP for each event or proceeding. The same 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 11.C., 11.D., 11.E., 11.F. or 11.G. 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.

PART I

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.

Your Name

Your CRD Number

ADV DRP - ADVISORY AFFILIATE

CRD Number

This advisory affiliate is [] a firm [] an individual Registered: [] Yes [] No

Name (For individuals, Last, First, Middle)

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

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.

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)

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

If not exact, provide 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

If not exact, provide 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)

GENERAL INSTRUCTIONS

This Disclosure Reporting Page (DRP ADV) is an [] INITIAL OR [] AMENDED response used to report details for affirmative responses to Item 11.H. of Part 1A and Item 2.F. of Part 1B of Form ADV.

Check Part 1A item(s) being responded to: []11.H(1)(a) []11.H(1)(b) []11.H(1)(c) []11.H(2)

Check Part 1B item(s) being responded to: []2.F(1) []2.F(2) []2.F(3) []2.F(4) []2.F(5)

Use a separate DRP for each event or proceeding. The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page.

One event may result in more than one affirmative answer to Item 11.H. of Part 1A or Item 2.F. of Part 1B. Use only one DRP to report details related to the same event. Unrelated civil judicial actions must be reported on separate DRPs.

PART I

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.

Your Name

Your CRD Number

ADV DRP - ADVISORY AFFILIATE

CRD Number

This advisory affiliate is [] a firm [] an individual Registered: [] Yes [] No

Name (For individuals, Last, First, Middle)

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

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.

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)

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

If not exact, provide explanation: ____________________________________________________________

4. Principal Product Type (check appropriate item):

[] Annuity(ies) - Fixed

[] Annuity(ies) - Variable

[] CD(s)

[] Commodity Option(s)

[] Debt - Asset Backed

[] Debt - Corporate

[] Debt - Government

[] Debt - Municipal

[] Derivative(s)

[] Direct Investment(s) - DPP & LP Interest(s)

[] Equity - OTC

[] Equity Listed (Common &Preferred Stock)

[] Futures - Commodity

[] Futures - Financial

[] Index Option(s)

[] Insurance

[] Investment Contract(s)

[] Money Market Fund(s)

[] Mutual Fund(s)

[] No Product

[] Options

[] Penny Stock(s)

[] Unit Investment Trust(s)

[] Other ____

Other Product Types:

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

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 not exact, provide 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

If not exact, provide explanation: __________________________________________________________________

13. Resolution Detail:

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

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

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

B. Other Sanctions:

(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)

GENERAL INSTRUCTIONS

This Disclosure Reporting Page (DRP ADV) is an [] INITIAL OR [] AMENDED response used to report details for affirmative responses to Item 2.C. of Part 1B of Form ADV.

Use a separate DRP for each event or proceeding. The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page.

Your Name

Your CRD Number

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

If not exact, provide 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)

GENERAL INSTRUCTIONS

This Disclosure Reporting Page (DRP ADV) is an [] INITIAL OR [] AMENDED response used to report details for affirmative responses to Item 2.D. of Part 1B of Form ADV.

Use a separate DRP for each event or proceeding. The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page.

Your Name

Your CRD Number

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

If not exact, provide explanation: _____________________________________________________________

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

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

If not exact, provide 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)

GENERAL INSTRUCTIONS

This Disclosure Reporting Page (DRP ADV) is an [] INITIAL OR [] AMENDED response used to report details for affirmative responses to Item 2.E. of Part 1B of Form ADV.

Check Part 1B item(s) being responded to: [] 2.E(1) [] 2.E(2) [] 2.E(3) [] 2.E(4) [] 2.E(5)

Use a separate DRP for each event or proceeding. The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page.

One event may result in more than one affirmative answer to Item 2.E. Use only one DRP to report details related to the same event. Unrelated arbitration actions must be reported on separate DRPs.

PART I

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.

Your Name

Your CRD Number

ADV DRP - ADVISORY AFFILIATE

CRD Number

This advisory affiliate is [] a firm [] an individual Registered: [] Yes [] No

Name (For individuals, Last, First, Middle)

[] 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.

PART II

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

If not exact, provide explanation: ______________________

4. Principal Product Type (check appropriate item):

[] Annuity(ies) - Fixed

[] Annuity(ies) - Variable

[] CD(s)

[] Commodity Option(s)

[] Debt - Asset Backed

[] Debt - Corporate

[] Debt - Government

[] Debt - Municipal

[] Derivative(s)

[] Direct Investment(s) - DPP & LP Interest(s)

[] Equity - OTC

[] Equity Listed (Common &Preferred Stock)

[] Futures - Commodity

[] Futures - Financial

[] Index Option(s)

[] Insurance

[] Investment Contract(s)

[] Money Market Fund(s)

[] Mutual Fund(s)

[] No Product

[] Options

[] Penny Stock(s)

[] Unit Investment Trust(s)

[] Other ____

Other Product Types:

5. 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 not exact, provide 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

If not exact, provide 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

Name of Investment Adviser:
Address: (Number and Street) (City) (State) (Zip Code)	Area Code Telephone Number
()

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

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

Advisory Services and Fees

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

Types of Clients

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

Types of Investments

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

Methods of Analysis, Sources of Information and Investment Strategies

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

Education and Business Standards

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

Education and Business Background

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

Other Business Activities

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

Other Financial Industry Activities or Affiliations

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

Participation or Interest in Client Transactions

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

Conditions for Managing Accounts

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

Review of Accounts

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

Investment or Brokerage Discretion

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

Additional Compensation

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

Balance Sheet

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

Continuation Sheet

Schedule F

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

Balance Sheet, if required

Schedule G

(Schedules A, B, C, D, and E are included with Part I of this Form, for the use of regulatory bodies, and are not distributed to clients.)

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.

FORM ADVPart II - Page 2

Applicant:

SEC File Number: 801-

Date:

1. A. Advisory Services and Fees. (check the applicable boxes) For each type of service provided, state the approximate .......
% of total advisory billings from that service.
..........................................................................................................................................(See instruction below.) .......
Applicant:
[] (1)	Provides investment supervisory services ...........................................	________%
[] (2)	Manages investment advisory accounts not involving investment supervisory services .......	________%
[] (3)	Furnishes investment advice through consultations not included in either service described above .......	________%
[] (4)	Issues periodicals about securities by subscription .......	________%
[] (5)	Issues special reports about securities not included in any service described above .......	________%
[] (6)	Issues, not as part of any service described above, any charts, graphs, formulas, or other devices which clients may use to evaluate securities .....................................	________%
[] (7)	On more than an occasional basis, furnishes advice to clients on matters not involving securities .........................................	________%
[] (8)	Provides a timing service ............................................	________%
[] (9)	Furnishes advice about securities in any manner not described above .......................................	________%
(Percentages should be based on applicant's last fiscal year. If applicant has not completed its first fiscal year, provide estimates of advisory billings for that year and state that the percentages are estimates.)
Yes No
B. Does applicant call any of the services it checked above financial planning or some similar term? ..................................		[] []
C. Applicant offers investment advisory services for: (check all that apply)
[] (1)	A percentage of assets under management ................................................................................................................................................................... [] (4) Subscription fees
[] (2)	Hourly charges ................................................................................................................................................................... [] (5) Commissions
[] (3)	Fixed fees (not including subscription fees) ................................................................................................................................................................... [] (6) Other
D. For each checked box in A above, describe on Schedule F:
*	the services provided, including the name of any publication or report issued by the adviser on a subscription basis or for a fee
*	applicant's basic fee schedule, how fees are charged and whether its fees are negotiable
*	when compensation is payable, and if compensation is payable before service is provided, how a client may get a refund or may terminate an investment advisory contract before its expiration date
2. Types of clients -Applicant generally provides investment advice to: (check those that apply)
[] A.	Individuals .......................................................................................................................................................................................... [] E. Trusts, estates, or charitable organizations
[] B.	Banks or thrift institutions [] F. Corporations or business entities other than those listed above ............................
[] C.	Investment companies ......................................................................................................................................................................................... [] G. Other (describe on Schedule F)
[] D.	Pension and profit sharing plans

Answer all items. Complete amended pages in full, circle amended items and file with execution page (page 1).

FORM ADVPart II - Page 3

Applicant:

SEC File Number: 801-

Date:

3. Types of Investments. Applicant offers advice on the following: (check those that apply)
A.	Equity securities	[] H.	United States government securities
[]	(1) exchange-listed securities	I.	Options contracts on:
[]	(2) securities traded over-the-counter
[]	(3) foreign issuers	[]	(1) securities
(2) commodities	[]
[] B.	Warrants	J.	Futures contracts on:
[] C.	Corporate debt securities (other than commercial paper)	[]	(1) tangibles
[]	(2) intangibles
[] D.	Commercial paper
[] E.	Certificates of deposit	K.	Interests in partnerships investing in:
[] F.	Municipal securities	[]	(1) real estate
[]	(2) oil and gas interests
G.	Investment company securities:	[]	(3) other (explain on Schedule F)
[]	(1) variable life insurance
[]	(2) variable annuities	[] L.	Other (explain on Schedule F)
[]	(3) mutual fund shares
4. Methods of Analysis, Sources of Information, and Investment Strategies.
A. Applicant's security analysis methods include: (check those that apply)
(1) []	Charting	(4) []	Cyclical
(2) []	Fundamental	(5) []	Other (explain on Schedule F)
(3) []	Technical
B. The main sources of information applicant uses include: (check those that apply)
(1) []	Financial newspapers and magazines	(5) []	Timing services.
(2) []	Inspections of corporate activities	(6) []	Annual reports, prospectuses, filings with the
(3) []	Research materials prepared by others	Securities and Exchange Commission
(4) []	Corporate rating services	(7) []	Company press releases
(8) []	Other (explain on Schedule F)
C. The investment strategies used to implement any investment advice given to clients include: (check those that apply)
(1) []	Long term purchases	(5) []	Margin transactions
(securities held at least a year)	(6) []	Option writing, including covered options,
(2) []	Short term purchases	uncovered options, or spreading strategies
(Securities sold within a year)	(7) []	Other (explain on Schedule F)
(3) []	Trading (securities sold within 30 days)
(4) []	Short sales

Answer all items. Complete amended pages in full, circle amended items and file with execution page (page 1).

FORM ADV Part II - Page 4

Applicant:

SEC File Number: 801-

Date:

5. Education and Business Standards.
Are there any general standards of education or business experience that applicant requires of those involved in determining or giving investment advice to clients? .......		Yes No [] []
(If yes, describe these standards on Schedule F.)

6. Education and Business Background.
For:
*	each member of the investment committee or group that determines general investment advice to be given to clients, or
*	if the applicant has no investment committee or group, each individual who determines general investment advice given to clients (if more than five, respond only for their supervisors)
*	each principal executive officer of applicant or each person with similar status or performing similar functions
On Schedule F, give the:
*	name " formal education after high school ...........................................................
*	year of birth " business background for the preceding five years ..................................................
7. Other Business Activities. (check those that apply)
[] A.	Applicant is actively engaged in a business other than giving investment advice.
[] B.	Applicant sells products or services other than investment advice to clients.
[] C.	The principal business of applicant or its principal executive officers involves something other than providing investment advice.
(For each checked box describe the other activities, including the time spent on them, on Schedule F.)
8. Other Financial Industry Activities or Affiliations. (check those that apply)
[] A.	Applicant is registered (or has an application pending) as a securities broker-dealer.
[] B.	Applicant is registered (or has an application pending) as a futures commission merchant, commodity pool operator or commodity trading adviser.
C.	Applicant has arrangements that are material to its advisory business or its clients with a related person who is a:
[] (1)	broker-dealer [] (7) accounting firm ...............................................................................
[] (2)	investment company [] (8) law firm ....................................................................
[] (3)	other investment adviser [] (9) insurance company or agency .....................................................
[] (4)	financial planning firm [] (10) pension consultant ..................................................
[] (5)	commodity pool operator, commodity trading [] (11) real estate broker or dealer ..................................
adviser or futures commission merchant
[] (6)	banking or thrift institution [] (12) entity that creates or packages limited partnerships .......
(For each checked box in C, on Schedule F identify the related person and describe the relationship and the arrangements.)
D.	Is applicant or a related person a general partner in any partnership in which clients are solicited to invest? .......	Yes No [] []
(If yes, describe on Schedule F the partnerships and what they invest in.)

Answer all items. Complete amended pages in full, circle amended items and file with execution page (page 1).

FORM ADV Part II - Page 5

Applicant:

SEC File Number: 801-

Date:

9. Participation or Interest in Client Transactions.
Applicant or a related person: (check those that apply)
[] A.	As principal, buys securities for itself from or sells securities its owns to any client.
[] B.	As broker or agent effects securities transactions for compensation for any client.
[] C.	As broker or agent for any person other than a client effects transactions in which client securities are sold to or brought from a brokerage customer.
[] D.	Recommends to clients that they buy or sell securities or investment products in which the applicant or a related person has some financial interest.
[] E.	Buys or sells for itself securities that is also recommends to clients.
(For each box checked, describe on Schedule F when the applicant or a related person engages in these transactions and what restrictions, internal procedures, or disclosures are used for conflicts of interest in those transactions.)
10. Conditions for Managing Accounts. Does the applicant provide investment supervisory services, manage investment advisory accounts or hold itself out as providing financial planning or some similarly termed services and impose a minimum dollar value of assets or other conditions for starting or maintaining an account? ......................................................................................		Yes No [] []
(If yes, describe on Schedule F.)
11. Review of Accounts. If applicant provides investment supervisory services, manages investment advisory accounts, or holds itself out as providing financial planning or some similarly termed services:
A.	Describe below the reviews and reviewers of the accounts. For reviews, include their frequency, different levels, and triggering factors. For reviewers, include the number of reviewers, their titles and functions, instructions they receive from applicant on performing reviews, and number of accounts assigned each.
B.	Describe below the nature and frequency of regular reports to clients on their accounts.

Answer all items. Complete amended pages in full, circle amended items and file with execution page (page 1).

FORM ADV Part II - Page 6

Applicant:

SEC File Number: 801-

Date:

12. Investment or Brokerage Discretion.
A.	Does applicant or any related person have authority to determine, without obtaining specific client consent, the:
(1) securities to be bought or sold? ..........................................................................	Yes No [] []
(2) amount of the securities to be bought or sold? ............................................................................	Yes No [] []
(3) broker or dealer to be used? ........................................................................................	Yes No [] []
(4) commission rates paid? ...........................................................................................................	Yes No [] []
B.	Does applicant or a related person suggest brokers to clients? ..........................................................	Yes No [] []
For each yes answer to A describe on Schedule F any limitations on the authority. For each yes to A(3), A(4) or B, describe on Schedule F the factors considered in selecting brokers and determining the reasonableness of their commissions. If the value of products, research and services given to the applicant or a related person is a factor, describe:
* the products, research and services
* whether clients may pay commissions higher than those obtainable from other brokers in return for those products and services
* whether research is used to service all of applicant's accounts or just those accounts paying for it; and
* any procedures the applicant used during the last fiscal year to direct client transactions to a particular broker in return for products and research services received.
13. Additional Compensation.
Does the applicant or a related person have any arrangements, oral or in writing, where it:
A.	is paid cash by or receives some economic benefit (including commissions, equipment or non- research services) from a non-client in connection with giving advice to clients? ...............................	Yes No [] []
B.	directly or indirectly compensates any person for client referrals? ..................................................	Yes No [] []
(For each yes, describe the arrangements on Schedule F.)
14. Balance Sheet. Applicant must provide a balance sheet for the most recent fiscal year on Schedule G if applicant:
*	has custody of client funds or securities; or
*	requires prepayment of more than $500 in fees per client and 6 or more months in advance
Has applicant provided a Schedule G balance sheet? .......	Yes No [] []

Answer all items. Complete amended pages in full, circle amended items and file with execution page (page 1).

Schedule F of FORM ADV Continuation Sheet for Form ADV Part II

Applicant:

SEC File Number: 801-

Date:

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

1. Full name of applicant exactly as stated in Item 1A of Part I of Form ADV:

IRS Empl. Ident. No.:

Item of Form (identify)

Answer

Complete amended pages in full, circle amended items and file with execution page (page 1).

Schedule G of Form ADV Balance Sheet

Applicant:

SEC File Number: 801-

Date:

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

1. Full name of applicant exactly as stated in Item 1A of Part I of Form ADV:

IRS Empl. Ident. No.:

Instructions

1. The balance sheet must be:

A. Prepared in accordance with generally accepted accounting principles ....................................................

B. Audited by an independent public accountant ......................................................

C. Accompanied by a note stating the principles used to prepare it, the basis of included securities, and any other explanations required for clarity. .............................................................................

2. Securities included at cost should show their market or fair value parenthetically.

3. Qualifications and any accompanying independent accountant's report must conform to Article 2 of Regulation S-X (17 CFR 210.2-01 et seq.).

4. Sole proprietor investment advisers:

A. Must show investment advisory business assets and liabilities separate from other business and personal assets and liabilities ..............................................................

B. May aggregate other business and personal assets and liabilities unless there is an asset deficiency in the total financial position. .....................................................................

Complete amended pages in full, circle amended items and file with execution page (page 1).

Schedule H of Form ADV Page 1

Applicant:

SEC File Number: 801-

Date: MM/DD/YY

(for sponsors of wrap fee programs)

Name of wrap fee program or programs described in attached brochure:

1. Applicability of Schedule. This Schedule must be completed by applicants that are compensated under a wrap fee program for sponsoring, organizing, or administering the program, or for selecting, or providing advice to clients regarding the selection of, other investment advisers in the program ("sponsors"). A wrap fee program is any program under which a specified fee or fees not based directly upon transactions in a client's account is charged for investment advisory services (which may include portfolio management or advice concerning the selection of other investment advisers) and execution of client transactions.

2. Use of Schedule. This Schedule sets forth the information the sponsor must include in the wrap fee brochure it is required to deliver or offer to deliver to clients and prospective clients of its wrap fee programs under Rule 204-3 of the federal Advisers Act and similar rules of the jurisdictions. The wrap fee brochure prepared in response to this Schedule must be filed with the Commission and the jurisdictions as part of Form ADV by completing the identifying information on this Schedule and attaching the brochure. Brochures should be prepared separately, not on copies of this Schedule. Any wrap fee brochure filed with the Commission as part of an amendment to Form ADV shall contain in the upper right hand corner of the cover page the sponsor's registration number (801- ).

3. General Contents of Brochure. Unlike Parts I and II of this form, this Schedule is not organized in "check-the- box" format. These instructions, including the requests for information in Item 7 below, should not be repeated in the brochure. Rather, this Schedule describes minimum disclosures that must be made in the brochure to satisfy the sponsor's duty to disclose all material facts about the sponsor and its wrap fee programs. Nothing in this Schedule relieves the sponsor from any obligation under any provision of the federal Advisers Act or rules thereunder, or other federal or state law to disclose information to its advisory clients or prospective advisory clients not specifically required by this Schedule.

4. Multiple Sponsors. If two or more persons fall within the definition of "sponsor" in Item 1 above for a single wrap fee program, only one such sponsor need complete the Schedule. The sponsors may choose among themselves the sponsor that will complete the Schedule.

5. Omission of Inapplicable Information. Any information not specifically required by this Schedule that is included in the brochure should be applicable to clients and prospective clients of the sponsor's wrap fee programs. If the sponsor is required to complete this Schedule with respect to more than one wrap fee program, the sponsor may omit from the brochure furnished to clients and prospective clients of any wrap fee program or programs information required by this Schedule that is not applicable to clients or prospective clients of that wrap fee program or programs. If a sponsor of more than one wrap fee program prepares separate wrap fee brochures for clients of different programs, each brochure prepared must be filed with the Commission and the jurisdictions attached to a separate copy of this Schedule. Each such brochure must state that the sponsor sponsors other wrap fee programs and state how brochures for those programs may be obtained.

6. Updating. Sponsors are required to file an amendment to the brochure promptly after any information in the brochure becomes materially inaccurate. Amendments may be made by use of a "sticker," i.e., a supplement affixed to the brochure that indicates what information is being added or updated and states the new or revised information, as long as the resulting brochure is readable. Stickers should be dated and should be incorporated into the text of the brochure when the brochure itself is revised.

7. Contents of Brochure. Include in the brochure prepared in response to this Schedule:

(a) on the cover page, the sponsor's name, address, telephone number, and the following legend in bold type or some other prominent fashion: .......

This brochure provides clients with information about [name of sponsor] and the [name of program or programs] that should be considered before becoming a client of the [name of program or programs]. This information has not been approved or verified by any governmental authority.

(b) a table of contents reflecting the subject headings in the sponsor's brochure; ...................................................

(c) the amount of the wrap fee charged for each program or, if fees vary according to a schedule established by the sponsor, a table setting forth the fee schedule, whether such fees are negotiable, the portion of the total fee (or the range of such amounts) paid to persons providing advice to clients regarding the purchase or sale of specific securities under the program ("portfolio managers"), and the services provided under each program (including the types of portfolio management services); ............................................................................

Schedule H of Form ADV Page 2

Applicant:

SEC File Number: 801-

Date: MM/DD/YY

(d)	a statement that the program may cost the client more or less than purchasing such services separately and a statement of the factors that bear upon the relative cost of the program (e.g., the cost of the services if provided separately and the trading activity in the client's account);
(e)	if applicable, a statement that the person recommending the program to the client receives compensation as a result of the client's participation in the program, that the amount of this compensation may be more than what the person would receive if the client participated in other programs of the sponsor or paid separately for investment advice, brokerage, and other services, and that the person may therefore have a financial incentive to recommend the wrap fee program over other programs or services;
(f)	a description of the nature of any fees that the client may pay in addition to the wrap fee and the circumstances under which these fees may be paid (including, if applicable, mutual fund expenses and mark-ups, mark-downs or spreads paid to market makers from whom securities were obtained by the wrap fee broker);
(g)	how the program's portfolio managers are selected and reviewed, the basis upon which portfolio managers are recommended or chosen for particular clients, and the circumstances under which the sponsor will replace or recommend the replacement of the portfolio manager;
(h)	(1) if applicable, a statement to the effect that portfolio manager performance information is not reviewed by the sponsor or a third party and/or that performance information is not calculated on a uniform and consistent basis,
(2) if performance information is reviewed to determine its accuracy, the name of the party who reviews the information and a brief description of the nature of the review,
(3) a reference to any standards (i.e., industry standards or standards used solely by the sponsor) under which performance information may be calculated;
(i)	a description of the information about the client that is communicated by the sponsor to the client's portfolio manager, and how often or under what circumstances the sponsor provides updated information about the client to the portfolio manager;
(j)	any restrictions on the ability of clients to contact and consult with portfolio managers;
(k)	in narrative text, the information required by Items 7 and 8 of Part II of this form and, as applicable to clients of the wrap fee program, the information required by Items 2, 5, 6, 9A and C, 10, 11, 13 and 14 of Part II;
(l)	if any practice or relationship disclosed in response to Item 7, 8, 9A, 9C and 13 of Part II presents a conflict between the interests of the sponsor and those of its clients, explain the nature of any such conflict of interest; and
(m)	if the sponsor or its divisions or employees covered under the same investment adviser registration as the sponsor act as portfolio managers for a wrap fee program described in the brochure, a brief, general description of the investments and investment strategies utilized by those portfolio managers.
8. *Organization and Cross References.* Except for the cover page requirements in Item 7(a) above, information contained in the brochure need not follow the order of the items listed in Item 7. However, the brochure should not be organized in such a manner that important information called for by the form is obscured.
Set forth below the page(s) of the brochure on which the various disclosures required by Item 7 are provided.
Page(s)Page(s)Page(s) ...............................................................................
Item 7(a) cover ........................................................................................................................................................................... Item 7(f) Item 7(j)
#7(b)................................................................................................................................................................................ # 7(g) #7(k)
#7(c)................................................................................................................................................................................. # 7(h) #7(l)
#7(d)....................................................................................................................................................................... # 7(i) #7(m)
#7(e)

FORM ADV (Paper Version)

UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION

DOMESTIC INVESTMENT ADVISER EXECUTION PAGE

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

STATE-REGISTERED INVESTMENT ADVISER EXECUTION PAGE

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

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

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

Adviser CRD Number: _______

FORM ADV (Paper Version)

UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION

NON-RESIDENTINVESTMENT ADVISER EXECUTIONPAGE 1 ..............................................................................................

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.

NON-RESIDENT INVESTMENT ADVISER EXECUTION .. PAGE 2 .....................................................

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.

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

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

Adviser CRD Number: _______

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N.Y. Comp. Codes R. & Regs. tit. 13, Appendices, app 3