Pennsylvania Bulletin

PA Bulletin, Doc. No. 00-743a

[30 Pa.B. 2237]

[Continued from previous Web Page]

PSC FORM R

SUPPLEMENT TO FORM U-1 EFF: __________

COMMONWEALTH OF PENNSYLVANIA
PENNSYLVANIA SECURITIES COMMISSION
APPLICATION TO REGISTER SECURITIES UNDER
THE PENNSYLVANIA SECURITIES ACT OF 1972

(CHECK ONLY ONE)
SECTION 205 - REGISTRATION BY COORDINATION [   ]
SECTION 206 - REGISTRATION BY QUALIFICATION [   ]

__________

1. Legal Status of the Issuer

(A) Exact name of Issuer: _____________________________________

(B) State and Date of incorporation or formation: ___________________________

State                           Date

2. Addresses

(A) Address of principal office of Issuer:
___________________________

                           Number and Street

_______________________________________________

City   State   Zip Code   Telephone No.

(B) Address of principal office of Issuer in Pennsylvania (if other than listed in (A)):

_______________________________________________

Number and Street

_______________________________________________

City   State   Zip Code   Telephone No.

(C) Name and address of person to whom correspondence regarding this filing should be sent:

_______________________________________________

Name                        Title                        Number and Street

_______________________________________________

City   State   Zip Code   Telephone No.

(D) Name and address of counsel to Issuer (if other than listed in (C)):

_______________________________________________

Name                        Title                        Number and Street

_______________________________________________

City   State   Zip Code   Telephone No.

3. Information about the Executive Officers of the Issuer

(A) State the names and addresses of persons holding any of the following positions with the Issuer:

(i) General partner

(ii) Promoter (as defined in Section 102(o) of the Act)

(iii) Manager (if a limited liability company)

(iv) President

(v) Chief executive officer

(vi) Chief operating officer

(vii) Chief financial officer

(viii) Director of the Issuer who owns 5% or more of any class of voting equity securities of the Issuer (exclusive of any beneficial interest in a voting shareholder which is an institutional investor as defined in Section 102(k) of the Act and Regulation 102.111).

(B) Indicate if any person described in (A) currently is registered as an agent under Section 301 of the Act or as a principal of a broker-dealer registered under Section 301 of the Act.

NO ____ YES ____

If YES, provide the individual's name, employer and Central Registration Depository number.

4. Prior Disciplinary History

(A) Indicate if any person described in Item 3(A) has been convicted of any crime or made the subject of any sanction described in Section 305(a)(ii)-(ix) of the Act.

NO ____ YES ____ If YES, describe fully.

(B) Indicate if any person described in Item 3(A) has been the subject of a Commission order issued under Section 512 (Statutory Bars) or Section 513 (Rescission Offer) of the Act or an order of a court of competent jurisdiction under Section 509(c) of the Act (Civil Contempt).

NO ____ YES ____ If YES, describe fully.

5. Previous Sales of Securities in Pennsylvania

(A) By the Issuer

Describe all sales of securities made in Pennsylvania during the past two years that directly or indirectly benefitted the Issuer. Include securities issued in exchange for property, services, or other securities and new securities resulting from the modification of outstanding securities. In each case, state:

(i) The date of sale and description of the securities sold;

(ii) Underwriting or selling fees or commissions paid and to whom paid;

(iii) Section of the Act or regulation relied upon for the offer and sale of securities.

NO ____ YES ____

(B) By a person related to the Issuer

Within the period of two years prior to the date of this Form, did any person described in Item 3(A) hold a position as a general partner, promoter (as defined in Section 102(o) of the Act), manager (if a limited liability company), president, chief executive officer, chief operating officer, chief financial officer or a director with a 5% or more ownership of any class of voting equity securities of the issuer (exclusive of any beneficial interest in a voting shareholder which is an institutional investor as defined in Section 102(k) of the Act and Regulation 102.111) with another person, not the Issuer, at the time when that person sold securities in Pennsylvania for which a filing with the Commission was required?

NO ____ YES ____

If YES, provide the following information:

(i) Name of the other person that sold the securities;

(ii) The position held with the other person;

(iii) Section of the Act or regulation relied upon for the offer and sale of securities;

(iv) If the proceeds from the sale were paid directly or indirectly to, or used directly or indirectly for, the benefit of the Issuer, please describe in detail.

6. If an independent accountant has been engaged as the principal accountant to audit the most recent financial statement of Issuer or, where Issuer is a partnership, the general partner(s) of Issuer, and such accountant was not the principal accountant for the previous fiscal year's certified financial statements, state the date upon which the successor accountant was engaged and whether preceding such engagement there were any disagreements with the predecessor accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing procedure, which disagreements, if not resolved to the satisfaction of the predecessor accountant would have caused him to make reference in connection with his opinion to the subject matter of the disagreement.

In response to Items 7--16, please provide the following information or refer to the page of the prospectus where complete information concerning each item may be found.

7. (A)  If any non-cash consideration is to be paid for the securities offered, describe fully and indicate the method of valuation.

(B)  State whether any adverse order, judgement or decree has been entered, or any proceeding is pending, before the United States Securities and Exchange Commission or any court in connection with the securities included within this registration statement, or other securities of the same kind or class.

(C)  State the names of all underwriters and broker-dealers proposing to sell or offer these securities for sale in Pennsylvania. (If all such names are not known at the time of filing this Form, a supplemental list may be filed prior to or after effectiveness; provided that no person may participate in this offering as an underwriter or dealer in Pennsylvania until notice of such fact has been filed with the Commission.)

(D)  With respect to any person receiving compensation who is not a broker-dealer registered under Section 301 of the Act, explain why the person is not a promoter as that term is defined in Section 102(o) of the Act.

8. State the class of person to whom this offering will be restricted, if any. State also whether any promoter, officer, director or controlling persons or other person occupying a similar position or performing a similar function, including the spouse, minor children and relatives of such person living in the same household has committed himself or herself to purchase any securities in this offering. If so, describe the nature of such commitment.

9. Itemize below all expenses proposed to be incurred in this offering other than underwriting discounts, including without limitation, legal, accounting and engineering fees, printing and engraving costs, expert and transfer agent fees, state and Federal taxes, and other registration fees. Indicate the proportion of such expenses to be borne by each person selling shares other than the Issuer.

10. If any expert named in the prospectus as having prepared or certified any part thereof or any counsel named therein was employed for such purpose on a contingent fee basis, or, at the time of such preparation or certification has ownership or beneficial interest in Issuer or any of its parents, affiliates or subsidiaries, or was affiliated with the Issuer as a promoter, voting trustee, director, officer, employe or underwriter, describe the nature of such contingent fee, interest or affiliation.

11. List all parents, subsidiaries and other entities affiliated with the Issuer, indicating as to each the state of incorporation or formation and the percentage of voting securities owned or other basis of control exercised by the Issuer's immediate parent or general partner(s). Furnish a diagram where necessary for a clear understanding of relationships between entities. Indicate, where applicable: (i) entities for which separate financial statements are being filed, (ii) entities included in group financial statements filed for unconsolidated subsidiaries, and (iii) entities for which no financial statements are filed, indicating the reason therefor.

12. If, within the last five years, the Issuer or, where the Issuer is a partnership, the general partner(s) of the Issuer or any of its/their majority-owned subsidiaries or affiliated entities which have a common general partner with the Issuer has acquired or disposed of a material amount of assets from or to a promoter, officer, director or other person who owns beneficially more than ten percent of any class of securities of the Issuer, furnish the following information: (i) Identity of such promoter, officer, director or ten percent beneficial owner from whom the assets were acquired or to whom they were sold; (ii) Date and manner of the acquisition or disposition and a brief description of the assets; (iii) The nature and amount of the consideration given or received therefrom; and (iv) Method used in valuing the consideration.

13. If, within the past two years, there has been any material default in the payment of principal, interest, sinking or purchase fund installment, or any other material default (any of which were not cured within thirty days of occurrence), with respect to any indebtedness of the Issuer or, where the Issuer is a partnership, the general partner(s) of the Issuer, or any of its/their wholly-owned subsidiaries or affiliated entities which have a common general partner with the Issuer identify the indebtedness and state the nature of the default.

14. Provide the following information as to all securities of the Issuer sold within the past two (2) years by the Issuer or proposed to be issued to a promoter, officer, director or other person who owns beneficially ten percent of any class of securities of the Issuer whether they were reacquired by the Issuer or were new issues; securities issued in exchange for property, services or other securities; and new securities resulting from the modification of outstanding securities:

(A)  Name of each such promoter, officer, director or ten percent beneficial owner;

(B)  Date of sale, type, class and amount of securities sold;

(C)  Aggregate and per share price of securities sold; as to any securities sold for other than cash, state the aggregate amount of consideration received by Issuer and the method for valuing such consideration;

(D)  Nature of the transaction;

(E)  State whether the securities were: (i) legended and stop-transfer instructions given in connection therewith, or (ii) escrowed, and if so, the terms of the applicable escrow agreement.

15. Furnish information as to all direct remuneration paid by the Issuer and its subsidiaries (on an annualized basis) to each executive officer of the Issuer during its last fiscal year or proposed to be paid under any plan or arrangement during its next fiscal year. The term ''executive officer'' means the president, general partner, secretary, treasurer, any vice-president in charge of a principal business function (such as sales, administration or finance) and any other person occupying a similar status or performing similar functions for the Issuer.

16. Furnish information as to all qualified and non-qualified options to purchase any securities from Issuer or any of its subsidiaries which were granted or proposed to be granted to or exercised by any executive officer, promoter, director or affiliate of Issuer during the preceding five years. The term ''executive officer'' shall be as defined in Item 15. The term ''options'' as used in this item includes all options, warrants or rights to acquire such securities.

17. Issuer undertakes:

(A)  To send its financial statements, which are audited or reviewed in accordance with generally accepted accounting principles as provided by Section 606(a) of the Act and the regulations adopted thereunder, to each holder of the class of securities sold in this offering not less than annually within 120 days after the close of Issuer's fiscal year.

(B)  To keep and maintain the books and records required by Section 209 and the regulations adopted thereunder and will authorize the person having custody of such books and records to make them available to the Commission.

18. Affirmation

By executing this Form on behalf of the Issuer, the signatory affirms that:

(A)  The undersigned is familiar with the provisions of Section 205 or Section 206 of the Act and the regulations adopted thereunder.

(B)  The statements made in this Form, including all attachments hereto, are not incomplete in any material respect or false or misleading with respect to any material fact.

IN WITNESS WHEREOF, this Form has been duly executed on
_________________ .

                  (Insert Date)

___________________________

(NAME OF ISSUER)

By:  _________________

___________________________

(Title)

§ 206.010.  Registration by qualification.

   (a)  Except as specified in [this section] subsection (b), registration by qualification shall be initiated by filing with the Commission:

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   (2)  A properly executed Uniform Application to Register Securities (Form U-1) and relevant exhibits[, prepared by the Committee on State Regulation of Securities of the Section on Corporation, Banking and Business Law of the American Bar Association].

*      *      *      *      *

   (b)  In [order to effect the purposes of the act, the Commission requires, as a condition of registration, that for Classes of] addition to the information and form required in subsection (a), issuers in the following offerings [specified in subsection (c), issuers] shall execute and file with the Commission [the form, designated by the Commission as Form 206, which follows this section.] Form R as set forth in § 205.021 (relating to registration by coordination):

   (1)  Offerings made in reliance on section 3(a)(4) of the Securities Act of 1933 (15 U.S.C.A. § 77c(a)(4).

   (2)  Offerings made in reliance on section 3(a)(11) of the Securities Act of 1933.

   (3)  Offerings made in reliance on Rule 504 of SEC Regulation D promulgated under section 3(b) of the Securities Act of 1933.

   (4)  Offerings made in reliance on SEC Regulation A promulgated under section 3(b) of the Securities Act of 1933.

   (c)  [Except as to classes of offerings set forth in subsection (d), the filing of Form 206 is required for the following classes of offerings:

   (1)  Offerings which do not involve a firm underwriting commitment by a broker-dealer for the aggregate amount of securities to be offered to the public.

   (2)  Offerings made under an exemption from registration under the Securities Act of 1933 (15 U.S.C.A. §§ 77a--77aa).

   (3)  Offerings made by or on behalf of issuers which have not been in existence for the 3-year period preceding the date of the filing of the registration statement with the Commission.

   (d)  Filing of Form 206 is not required for classes of offerings in which the issuer:

   (1)  Is an open-end or closed-end investment company, face amount certificate company or unit investment trust as those persons are classified in the Investment Company Act of 1940 (15 U.S.C.A. §§ 80a-1--80b-21).

   (2)  Is a wholly-owned subsidiary of an entity whose securities are exempt from registration under section 202(f) of the act (70 P. S. § 1-202(f)).

   (3)  Is a wholly-owned subsidiary of a reporting company, as that term is defined in section 102(q) of the act (70 P. S. § 1-102(q)).

   (4)  Has filed a registration statement with the Commission designated as Form S-2 or S-3 by the Securities and Exchange Commission (SEC).

   (5)  Has filed a registration statement with the Commission designated as Form F-7, F-8, F-9 or F-10 by the SEC.

   (6)  Has filed a registration statement with the Commission for pass-through certificates evidencing undivided interests in trusts consisting of, or debt securities secured by, specific categories of receivables which securities, as a condition of issuance, are to be rated in one of the three highest rating categories by one or more Nationally recognized statistical rating organizations.

   (e)]  Financial statements used in connection with an offering under section 206 shall meet the requirements of section 609(c) of the act (70 P. S. § 609(c)) and [the regulations adopted thereunder] Chapter 609 (relating to regulations, forms and orders) or as the Commission shall, by order, require.

   [(f)  An] (d)  During the period of the offering, the issuer required to file Form [206] R shall take steps necessary to ensure that all material information contained in its Form [206] R remains current and accurate. If a material statement made in the form or [in attachments] any attachment thereto becomes incorrect or inaccurate, the issuer shall file an amendment [on Form AM] with the Commission in accordance with § 609.011 (relating to amendments filed with the Commission) within [10] 5 business days of the occurrence of the event which required the filing of the amendment.

   [(g)  For the purpose of subsection (c)(3), an issuer shall be deemed to have been in existence for less than 3 years if the issuer was organized within 3 years prior to the date of filing Form 206 with the Commission. A corporation shall be deemed to have been in existence for less than 3 years if the issuer was incorporated or reincorporated within 3 years prior to the date of filing with the Commission, unless the reincorporation was effected solely for the purpose of change of corporation name or state of incorporation.]

   (Editor's Note: As part of this proposed rulemaking, the Commission is proposing to delete Form 206, which appears at 64 Pa. Code pages 206-3--206-9 (serial pages (200077)--(200082) and (252153).)

Subpart C.  REGISTRATION OF BROKER-DEALERS, AGENTS, [AND] INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES AND NOTICE FILINGS BY FEDERALLY COVERED ADVISERS

CHAPTER 301.  REGISTRATION REQUIREMENT

§ 301.201.  (Reserved).

   (Editor's Note: As part of this proposed rulemaking, the Commission is proposing to delete § 301.021, which appears at 64 Pa. Code pages 301-2 to 301-5 (serial pages (252888) to (252891).)

CHAPTER 302.  EXEMPTIONS

§ 302.063.  Financial institutions exempt from broker-dealer and agent registration.

*      *      *      *      *

   (b)  For purposes [in] of this section, the following terms [shall] have the following meanings:

*      *      *      *      *

   Networking arrangement or brokerage affiliate arrangement--A contractual arrangement between a broker-dealer registered under section 301 of the act and a financial institution whereby the broker-dealer effects transactions in securities for the account of customers of the financial institution and the general public, which transactions are effected on, or emanate from, the premises of a financial institution [where retail deposits are taken].

CHAPTER 303. REGISTRATION PROCEDURE

§ 303.012.  Investment adviser registration procedure.

   (a)  An application for initial registration as an investment adviser shall contain the information requested in and shall be made on the Uniform Application for Investment Adviser Registration (Form ADV), or a successor form. The applicant shall complete and file with the Commission or with a central registration depository designated by order of the Commission one copy of the form accompanied by the [requisite filing fee, exhibits and the statement of financial condition required by subsection (b) or (c)] filing fee in section 602(d.1) of the act (70 P. S. § 1-602(d.1)), the compliance assessment in section 602.1(a)(4) of the act and any exhibits required by this section.

   (b)  [Except as] As set forth [in paragraphs (1) and (2), each] in this section, the following statements of financial condition shall accompany an application for initial registration as an investment adviser [shall be accompanied by a statement of financial condition of the applicant prepared in accordance with generally accepted accounting principles and accompanied by a standard compilation report, standard review report or standard audit report compiled, reviewed or examined by an independent certified public accountant or public accountant. The statement of financial condition shall be as of the end of the applicant's most recent fiscal year, or the preceding fiscal year if the statement of financial condition for the most recent fiscal year is unavailable, and if the application is filed within 14 months of the end of the preceding fiscal year. In addition, if the date of the most recent complied, reviewed or audited statement is more than 45 days prior to the date of filing, the applicant also shall file a statement of financial condition, which may be unaudited and may be prepared by management, as of a date within 45 days of filing.]:

   (1)  [In the case of an] An applicant [who] that has custody of client funds or securities or an applicant that requires payment of advisory fees 6 months or more in advance and in excess of $500 per client shall file an audited balance sheet of the applicant prepared in accordance with generally accepted accounting principles and accompanied by a standard audit report containing an unqualified opinion of an independent certified public accountant or an independent public accountant. The accountant shall submit, as a supplementary opinion, comments based upon the audit as to material inadequacies found to exist in the accounting system, the internal accounting controls and the procedures for safeguarding securities and funds and shall indicate corrective action taken or proposed. The balance sheet required by this paragraph shall be as of the end of the applicant's most recent fiscal year. If that balance sheet is as of a date more than 45 days prior to the date of filing the application, the applicant also shall file a subsequent balance sheet prepared in accordance with generally accepted accounting principles as of a date within 45 days of the date of filing. This balance sheet may be unaudited and may be prepared by management of the applicant. If the applicant is a certified public accountant or a public accountant or whose principals include one or more certified public accountants or public accountants, the applicant, in lieu of filing [a compilation, review or] an audit report, may file a report modeled after the management responsibility letter contained in Paragraph 9600.22 of the American Institute of Certified Public Accountant's Technical Information Service and signed by a certified public accountant or public accountant who either is the applicant or one of the principals of the applicant.

   (2)  [In the case of an applicant who has custody or possession of any funds or securities in which any client has any beneficial interest, the application shall be accompanied by a statement of financial condition of the applicant prepared in accordance with generally accepted accounting principles and accompanied by an audit report containing an unqualified opinion of an independent certified public accountant or independent public accountant. The audited statement of financial condition shall be as of the end of the applicant's most recent fiscal year, or the preceding fiscal year if the statement of financial condition for the most recently ended fiscal year is unavailable and if the application is filed within 14 months of the end of the preceding fiscal year. In addition, if the date of the most recent audited statement of financial condition is more than 45 days prior to the date of filing, the applicant also shall file an unaudited statement of financial condition as of a date within 45 days of the date of filing. The accountant shall submit as a supplementary opinion, comments based upon the audit as to material inadequacies found to exist in the accounting system, the internal accounting controls and procedures for safeguarding securities and funds, and shall indicate corrective action taken or proposed.] An applicant that has discretionary authority over client funds or securities, but not custody, shall file a balance sheet which need not be audited but must be prepared in accordance with generally accepted accounting principles. The balance sheet required by this paragraph shall be as of the end of the applicant's most recent fiscal year. If that balance sheet is as of date more than 45 days prior to the date of filing the application, the applicant also shall file a subsequent balance sheet, which shall be prepared in accordance with generally accepted accounting principles as of a date within 45 days of filing the application. Each balance sheet required by this paragraph may be unaudited and prepared by management of the applicant. Each balance sheet required by this paragraph also shall contain a representation by the applicant that the balance sheet is true and accurate.

   (3)  An applicant whose proposed activities do not come within paragraph (1) or (2) need not file a statement of financial condition.

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§ 303.014.  [Associated person] Investment adviser representative registration procedures.

   (a)  An application for initial registration as an [associated person] investment adviser representative of an investment adviser shall contain the information requested in and shall be made on the Uniform Application for Securities Industry Registration or Transfer (Form U-4), or a successor form. The [associated person] investment adviser representative and the investment adviser shall complete and file with the Commission or a central registration depository designated by order of the Commission one copy of Form U-4 and exhibits thereto accompanied by the [requisite] filing fee [in] required by section 602(d.1) of the act (70 P. S. § 1-602(d.1)), the compliance assessment required by section 602.1(a)(1) (70 P. S. § 1-602.1(a)(1)) and [passing] the results evidencing passage of the examinations required by § 303.032 (relating to qualification of and examination requirement for investment advisers and [associated persons] investment adviser representatives).

   (b)  [Every investment adviser for whom associated persons are to be registered shall obtain from the associated person and maintain the following information with respect to each associated person. While this information is required to be maintained by the investment adviser, it otherwise is not required to be filed with the Commission on Form U-4.

   (1)  The name, address, date of birth, social security number and the starting date of employment or other association with the investment adviser.

   (2)  A complete educational background and a complete statement of the associated person's principal business, occupation or employment for the preceding 10 years, including the reason for leaving each prior employment.

   (3)  A record of a denial of registration, disciplinary action taken or sanction imposed by a Federal or state agency, by a National securities exchange or a National securities association, or by a foreign country governing or regulating any aspect of the business of securities, commodities or banking.

   (4)  A record of convictions for a felony or misdemeanor, except minor traffic offenses, of which the associated person has been the subject.

   (c)  Every investment adviser shall ensure that each applicant for registration as an associated person is familiar with the sections of the act and regulations governing associated persons and investment advisers. Further, the investment adviser shall have taken appropriate steps to verify the items and attachments contained in Form U-4.

   (d)]  An [associated person] investment adviser representative and an investment adviser shall take necessary steps to ensure that material information contained in Form U-4 remains current and accurate. If a material statement made in the Form U-4 becomes incorrect or incomplete, the [associated person] investment adviser representative and the investment adviser shall file with the Commission an amendment to Form U-4 within 30 days of the occurrence of the event which requires the filing of the amendment.

§ 303.015.  Notice filing for Federally covered advisers.

   (a)  The notice required by section 303(a)(iii) of the act (70 P. S. § 1-303(a)(iii)) shall be the Uniform Application for Investment Adviser Registration (Form ADV) as filed with the United States Securities and Exchange Commission.

   (b)  One executed Form ADV shall be filed annually with the Commission or a central registration depository designated by order of the Commission. The filing fee required by section 602(d.1) of the act (70 P. S. § 602(d.1)) shall accompany the filing of Form ADV.

§ 303.021.  [Successor broker-dealer and investment adviser registration procedures] Registration and notice filing procedures for successors to a broker-dealer, investment adviser or Federally covered adviser.

   (a)  [An application for registration under section 301 of the act (70 P. S. § 1-301) of a broker-dealer or investment adviser to be formed or organized may be made by a broker-dealer or investment adviser to whose business the broker-dealer or investment adviser to be formed or organized is to be the successor.] The following applies with respect to broker-dealers:

   (1)  When a broker-dealer is formed or proposed to be formed for the purpose of succeeding to, and continuing the business of, a broker-dealer registered under section 301 of the act (70 P. S. § 1-301) and as a broker or dealer under section 15(b) of the Securities Exchange Act of 1934 (15 U.S.C.A. § 77o) (successor broker-dealer) based solely on a change in the predecessor's date or state of incorporation, form of organization or composition of a partnership, the successor broker-dealer shall comply with the requirements of SEC Rule 15b1-3(a) promulgated under the Securities Exchange Act of 1934 (15 U.S.C.A. §§ 78a--78kk), except that the successor broker-dealer shall file the amendments to Form BD with the Commission.

   (2)  When a broker-dealer is formed or proposed to be formed for the purpose of succeeding to, and continuing the business of, a broker-dealer registered under section 301 of the act and as a broker or dealer under section 15(b) of the Securities Exchange Act of 1934 (successor broker-dealer) for reasons other than a change in the predecessor's date or state of incorporation, form of organization or composition of a partnership, the successor broker-dealer shall comply with SEC Rule 15b1-3(b) promulgated under the Securities Exchange Act of 1934, except that the successor shall file Form BD with the Commission.

   (b)  [If the successor to the business of a broker-dealer registered under the act is filing for successor registration under the Securities Exchange Act of 1934 (15 U.S.C.A. §§ 78a--78kk) and SEC Rule 15b1-3 promulgated thereunder and files with the Commission the prescribed amendments to Form BD within the time period set forth in SEC Rule 15b1-3, the successor application shall become effective simultaneously with successor registration under the Securities Exchange Act of 1934. The amendments to Form BD shall be accompanied by an unaudited statement of financial condition of the successor which is prepared in accordance with generally accepted accounting principles and dated within 30 days of the filing date.] The following applies to investment advisers:

   (1)  When an investment adviser is formed or proposed to be formed for the purpose of succeeding to, and continuing the business of, an investment adviser registered under section 301 of the act (successor investment adviser) based solely on a change in the predecessor's date or state of incorporation, form of organization or composition of a partnership, the successor investment adviser may file an initial application for registration by amending Form ADV of the predecessor and, under section 303(b) of the act (70 P. S. § 1-303(b)), succeed to the unexpired portion of the predecessor's term of registration.

   (2)  When an investment adviser is formed or proposed to be formed for the purpose of succeeding to, and continuing the business of, an investment adviser registered under section 301 of the act for reasons other than a change in the predecessor's date or state of incorporation, form of organization or composition of a partnership, the successor investment adviser shall file Form ADV with the Commission. Upon registration, the successor investment adviser, under section 303(b) of the act, shall succeed to the unexpired portion of the predecessor's term of registration.

   (c)  [If the successor to the business of an investment adviser registered under the act is filing for successor registration under the Investment Advisers Act of 1940 (15 U.S.C.A. §§ 80b-1--80b-21) and SEC Rule 203-1 promulgated thereunder and files with the Commission the prescribed amendments to Form ADV within the time period set forth in SEC Rule 203-1, the successor application shall become effective simultaneously with successor registration under the Investment Advisers Act of 1940. The amendments to Form ADV shall be accompanied by an unaudited statement of financial condition of the successor which is prepared in accordance with generally accepted accounting principles and dated within 30 days of the filing date] When a Federally covered adviser is formed or proposed to be formed for the purpose of succeeding to, and continuing the business of, another Federally covered adviser (successor Federally covered adviser), the successor Federally covered adviser shall file with the Commission either Form ADV or an amendment to Form ADV as required under SEC Release No. IA-1357 (December 28, 1992) and, under section 303(b) of the act, shall succeed to the unexpired portion of the predecessor's notice period.

§ 303.032.  [Qualification of examination requirements] Examinations requirements for investment advisers and [associated persons] investment adviser representatives.

   (a)  Examination requirements. An individual may be not registered as an investment adviser or investment adviser representative under the act unless the person has [all of] met one of the following qualifications. The person has:

   (1)  Received, on or after January 1, 2000, and within 2 years prior to the date of filing an application with the Commission, a passing grade on [each of the following:] The Uniform Investment Adviser Law Examination (Series 65), or successor examination.

   [(i)  The securities examination for registered representatives or supervisors (Series 2,7,8 or 24), or successor examination, administered by the National Association of Securities Dealers, Inc., within 2 years prior to the date of filing an application for registration, has previously passed the Series 2,7,8 or 24, or the examination requirement has been waived by the Commission and has not had a lapse in employment as an investment adviser or associated person or principal or agent of a broker-dealer for a period exceeding 2 years.

   (ii)  The Uniform Investment Adviser Law Examination (Series 65) or the Uniform Combined State Law Examination (Series 66) or successor examination, administered by the National Association of Securities Dealers, Inc., within 2 years prior to the date of filing an application for registration, has previously passed the Series 65 or Series 66 or the examination requirement has been waived by the Commission and has not had a lapse in employment as an investment adviser or associated person or principal or agent of a broker-dealer for a period exceeding 2 years.]

   (2)  [Been engaged in business as a principal of a broker-dealer or investment adviser or as an employe of a broker-dealer or investment adviser in other than a clerical capacity or has occupied some other position satisfactory to the Commission in the securities, banking, finance or other related employment on a substantially full-time basis during the 2-year period immediately prior to the filing of the application or during 3 of the 5 years immediately preceding the filing.] Received, on or after January 1, 2000, and within 2 years prior to the date of filing an application with the Commission, a passing grade on the General Securities Representative Non-Member Examination (Series 7) administered by the National Association of Securities Dealers, Inc. and the Uniform Combined State Law Examination (Series 66) or successor examinations.

   (b)  [An individual may not be registered as an associated person unless the person has met the following requirements:] Grandfathering.

   (1)  [Satisfied the examination requirements of subsection (a)(1).] Compliance with subsection (a) is waived if the individual meets the following requirements:

   (i)  Prior to January 1, 2000, the individual had received a passing grade on the Series 2, 7, 8 or 24 examination for registered representatives or supervisors administered by the National Association of Securities Dealers, Inc. and the Series 65 or Series 66 examinations.

   (ii)  The individual has not had a lapse in employment as an investment adviser, investment adviser representative or principal or agent of a broker-dealer for any consecutive period exceeding 2 years prior the date of filing an application with the Commission.

   (2)  [Satisfied the experience requirement of subsection (a)(2).] An individual need not comply with subsection (a) if the individual meets the following requirements:

   (i)  Prior to January 1, 2000, the individual was registered as an investment adviser or investment adviser representative in any state requiring the licensing, registration or qualification of investment advisers or investment adviser representatives.

   (ii)  The individual has not had a lapse in registration as an investment adviser or investment adviser representative in another state for any consecutive period exceeding 2 years prior to the date of filing an application with the Commission.

   (c)  Waivers of exam requirements. Compliance with subsection (a) is waived if:

   (1)  The individual meets the following requirements:

   (i)  Has no disciplinary history which requires an affirmative response to the Disclosure Information section of The Uniform Application for Securities Industry Registration or Transfer (Form U-4).

   (ii)  Has been awarded any of the following designations which, at the time of filing of the application with the Commission, is current and in good standing:

   (A)  Certified Financial Planner (CFP) awarded by the International Board of Standards and Practices for Certified Financial Planners, Inc.

   (B)  Chartered Financial Consultant (ChFC) or Master of Science and Financial Services (MSFS) awarded by the American College, Bryn Mawr, Pennsylvania.

   (C)  Chartered Financial Analyst (CFA) awarded by the Institute of Chartered Financial Analysts.

   (D)  Personal Financial Specialists (PFS) awarded by the American Institute of Certified Public Accountants.

   (E)  Chartered Investment Counselor (CIC) awarded by the Investment Counsel Association of America, Inc.

   (2)  The individual is licensed as a certified public accountant, is currently in good standing and has no disciplinary history that requires an affirmative response to the Disclosure Information section of Form U-4.

   (3)  The individual is licensed as an attorney, is currently in good standing and has no disciplinary history that requires an affirmative response to the Disclosure Information section of Form U-4.

   (4)  The individual has received an order from the Commission waiving compliance with subsection (a).

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[30 Pa.B. 2237]

[Continued from previous Web Page]

COMMONWEALTH OF PENNSYLVANIA
PENNSYLVANIA SECURITIES COMMISSION
APPLICATION TO REGISTER SECURITIES UNDER
THE PENNSYLVANIA SECURITIES ACT OF 1972

(CHECK ONLY ONE)
SECTION 205 - REGISTRATION BY COORDINATION [ ]
SECTION 206 - REGISTRATION BY QUALIFICATION [ ]

§ 206.010. Registration by qualification.

Subpart C. REGISTRATION OF BROKER-DEALERS, AGENTS, [AND] INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES AND NOTICE FILINGS BY FEDERALLY COVERED ADVISERS

CHAPTER 301. REGISTRATION REQUIREMENT

§ 301.201. (Reserved).

CHAPTER 302. EXEMPTIONS

§ 302.063. Financial institutions exempt from broker-dealer and agent registration.

CHAPTER 303. REGISTRATION PROCEDURE

§ 303.012. Investment adviser registration procedure.

§ 303.015. Notice filing for Federally covered advisers.

[Continued on next Web Page]

1.	Legal Status of the Issuer
	(A)	Exact name of Issuer: _____________________________________
	(B)	State and Date of incorporation or formation: ___________________________
				State Date

2.	Addresses
	(A)	Address of principal office of Issuer: ___________________________
		Number and Street
_______________________________________________
		City State Zip Code Telephone No.
	(B)	Address of principal office of Issuer in Pennsylvania (if other than listed in (A)):
_______________________________________________
Number and Street
_______________________________________________
		City State Zip Code Telephone No.
	(C)	Name and address of person to whom correspondence regarding this filing should be sent:
_______________________________________________
Name Title Number and Street
_______________________________________________
		City State Zip Code Telephone No.
	(D)	Name and address of counsel to Issuer (if other than listed in (C)):
_______________________________________________
Name Title Number and Street
_______________________________________________
		City State Zip Code Telephone No.

3.	Information about the Executive Officers of the Issuer
	(A)	State the names and addresses of persons holding any of the following positions with the Issuer:
		(i)	General partner
		(ii)	Promoter (as defined in Section 102(o) of the Act)
		(iii)	Manager (if a limited liability company)
		(iv)	President
		(v)	Chief executive officer
		(vi)	Chief operating officer
		(vii)	Chief financial officer
		(viii)	Director of the Issuer who owns 5% or more of any class of voting equity securities of the Issuer (exclusive of any beneficial interest in a voting shareholder which is an institutional investor as defined in Section 102(k) of the Act and Regulation 102.111).
	(B)	Indicate if any person described in (A) currently is registered as an agent under Section 301 of the Act or as a principal of a broker-dealer registered under Section 301 of the Act.
		NO ____		YES ____
		If YES, provide the individual's name, employer and Central Registration Depository number.
4.	Prior Disciplinary History
	(A)	Indicate if any person described in Item 3(A) has been convicted of any crime or made the subject of any sanction described in Section 305(a)(ii)-(ix) of the Act.
		NO ____		YES ____ If YES, describe fully.
	(B)	Indicate if any person described in Item 3(A) has been the subject of a Commission order issued under Section 512 (Statutory Bars) or Section 513 (Rescission Offer) of the Act or an order of a court of competent jurisdiction under Section 509(c) of the Act (Civil Contempt).
		NO ____		YES ____ If YES, describe fully.

5.	Previous Sales of Securities in Pennsylvania
	(A)	By the Issuer
	Describe all sales of securities made in Pennsylvania during the past two years that directly or indirectly benefitted the Issuer. Include securities issued in exchange for property, services, or other securities and new securities resulting from the modification of outstanding securities. In each case, state:
		(i)	The date of sale and description of the securities sold;
		(ii)	Underwriting or selling fees or commissions paid and to whom paid;
		(iii)	Section of the Act or regulation relied upon for the offer and sale of securities.
		NO ____		YES ____
	(B)	By a person related to the Issuer
	Within the period of two years prior to the date of this Form, did any person described in Item 3(A) hold a position as a general partner, promoter (as defined in Section 102(o) of the Act), manager (if a limited liability company), president, chief executive officer, chief operating officer, chief financial officer or a director with a 5% or more ownership of any class of voting equity securities of the issuer (exclusive of any beneficial interest in a voting shareholder which is an institutional investor as defined in Section 102(k) of the Act and Regulation 102.111) with another person, not the Issuer, at the time when that person sold securities in Pennsylvania for which a filing with the Commission was required?
		NO ____		YES ____
	If YES, provide the following information:
		(i)	Name of the other person that sold the securities;
		(ii)	The position held with the other person;
		(iii)	Section of the Act or regulation relied upon for the offer and sale of securities;
		(iv)	If the proceeds from the sale were paid directly or indirectly to, or used directly or indirectly for, the benefit of the Issuer, please describe in detail.

6.	If an independent accountant has been engaged as the principal accountant to audit the most recent financial statement of Issuer or, where Issuer is a partnership, the general partner(s) of Issuer, and such accountant was not the principal accountant for the previous fiscal year's certified financial statements, state the date upon which the successor accountant was engaged and whether preceding such engagement there were any disagreements with the predecessor accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing procedure, which disagreements, if not resolved to the satisfaction of the predecessor accountant would have caused him to make reference in connection with his opinion to the subject matter of the disagreement.
	In response to Items 7--16, please provide the following information or refer to the page of the prospectus where complete information concerning each item may be found.

7.	(A) If any non-cash consideration is to be paid for the securities offered, describe fully and indicate the method of valuation.
	(B) State whether any adverse order, judgement or decree has been entered, or any proceeding is pending, before the United States Securities and Exchange Commission or any court in connection with the securities included within this registration statement, or other securities of the same kind or class.
	(C) State the names of all underwriters and broker-dealers proposing to sell or offer these securities for sale in Pennsylvania. (If all such names are not known at the time of filing this Form, a supplemental list may be filed prior to or after effectiveness; provided that no person may participate in this offering as an underwriter or dealer in Pennsylvania until notice of such fact has been filed with the Commission.)
	(D) With respect to any person receiving compensation who is not a broker-dealer registered under Section 301 of the Act, explain why the person is not a promoter as that term is defined in Section 102(o) of the Act.
8.	State the class of person to whom this offering will be restricted, if any. State also whether any promoter, officer, director or controlling persons or other person occupying a similar position or performing a similar function, including the spouse, minor children and relatives of such person living in the same household has committed himself or herself to purchase any securities in this offering. If so, describe the nature of such commitment.

9.	Itemize below all expenses proposed to be incurred in this offering other than underwriting discounts, including without limitation, legal, accounting and engineering fees, printing and engraving costs, expert and transfer agent fees, state and Federal taxes, and other registration fees. Indicate the proportion of such expenses to be borne by each person selling shares other than the Issuer.

10.	If any expert named in the prospectus as having prepared or certified any part thereof or any counsel named therein was employed for such purpose on a contingent fee basis, or, at the time of such preparation or certification has ownership or beneficial interest in Issuer or any of its parents, affiliates or subsidiaries, or was affiliated with the Issuer as a promoter, voting trustee, director, officer, employe or underwriter, describe the nature of such contingent fee, interest or affiliation.

11.	List all parents, subsidiaries and other entities affiliated with the Issuer, indicating as to each the state of incorporation or formation and the percentage of voting securities owned or other basis of control exercised by the Issuer's immediate parent or general partner(s). Furnish a diagram where necessary for a clear understanding of relationships between entities. Indicate, where applicable: (i) entities for which separate financial statements are being filed, (ii) entities included in group financial statements filed for unconsolidated subsidiaries, and (iii) entities for which no financial statements are filed, indicating the reason therefor.

12.	If, within the last five years, the Issuer or, where the Issuer is a partnership, the general partner(s) of the Issuer or any of its/their majority-owned subsidiaries or affiliated entities which have a common general partner with the Issuer has acquired or disposed of a material amount of assets from or to a promoter, officer, director or other person who owns beneficially more than ten percent of any class of securities of the Issuer, furnish the following information: (i) Identity of such promoter, officer, director or ten percent beneficial owner from whom the assets were acquired or to whom they were sold; (ii) Date and manner of the acquisition or disposition and a brief description of the assets; (iii) The nature and amount of the consideration given or received therefrom; and (iv) Method used in valuing the consideration.

13.	If, within the past two years, there has been any material default in the payment of principal, interest, sinking or purchase fund installment, or any other material default (any of which were not cured within thirty days of occurrence), with respect to any indebtedness of the Issuer or, where the Issuer is a partnership, the general partner(s) of the Issuer, or any of its/their wholly-owned subsidiaries or affiliated entities which have a common general partner with the Issuer identify the indebtedness and state the nature of the default.

14.	Provide the following information as to all securities of the Issuer sold within the past two (2) years by the Issuer or proposed to be issued to a promoter, officer, director or other person who owns beneficially ten percent of any class of securities of the Issuer whether they were reacquired by the Issuer or were new issues; securities issued in exchange for property, services or other securities; and new securities resulting from the modification of outstanding securities:
	(A) Name of each such promoter, officer, director or ten percent beneficial owner;
	(B) Date of sale, type, class and amount of securities sold;
	(C) Aggregate and per share price of securities sold; as to any securities sold for other than cash, state the aggregate amount of consideration received by Issuer and the method for valuing such consideration;
	(D) Nature of the transaction;
	(E) State whether the securities were: (i) legended and stop-transfer instructions given in connection therewith, or (ii) escrowed, and if so, the terms of the applicable escrow agreement.

15.	Furnish information as to all direct remuneration paid by the Issuer and its subsidiaries (on an annualized basis) to each executive officer of the Issuer during its last fiscal year or proposed to be paid under any plan or arrangement during its next fiscal year. The term ''executive officer'' means the president, general partner, secretary, treasurer, any vice-president in charge of a principal business function (such as sales, administration or finance) and any other person occupying a similar status or performing similar functions for the Issuer.

16.	Furnish information as to all qualified and non-qualified options to purchase any securities from Issuer or any of its subsidiaries which were granted or proposed to be granted to or exercised by any executive officer, promoter, director or affiliate of Issuer during the preceding five years. The term ''executive officer'' shall be as defined in Item 15. The term ''options'' as used in this item includes all options, warrants or rights to acquire such securities.
17.	Issuer undertakes:
	(A) To send its financial statements, which are audited or reviewed in accordance with generally accepted accounting principles as provided by Section 606(a) of the Act and the regulations adopted thereunder, to each holder of the class of securities sold in this offering not less than annually within 120 days after the close of Issuer's fiscal year.
	(B) To keep and maintain the books and records required by Section 209 and the regulations adopted thereunder and will authorize the person having custody of such books and records to make them available to the Commission.

18.	Affirmation
	By executing this Form on behalf of the Issuer, the signatory affirms that:
	(A) The undersigned is familiar with the provisions of Section 205 or Section 206 of the Act and the regulations adopted thereunder.
	(B) The statements made in this Form, including all attachments hereto, are not incomplete in any material respect or false or misleading with respect to any material fact.

IN WITNESS WHEREOF, this Form has been duly executed on _________________ .
(Insert Date)
___________________________
(NAME OF ISSUER)
By: _________________
___________________________
(Title)

[30 Pa.B. 2237]

[Continued from previous Web Page]

COMMONWEALTH OF PENNSYLVANIA PENNSYLVANIA SECURITIES COMMISSION APPLICATION TO REGISTER SECURITIES UNDER THE PENNSYLVANIA SECURITIES ACT OF 1972

(CHECK ONLY ONE) SECTION 205 - REGISTRATION BY COORDINATION [ ] SECTION 206 - REGISTRATION BY QUALIFICATION [ ]

§ 206.010. Registration by qualification.

Subpart C. REGISTRATION OF BROKER-DEALERS, AGENTS, [AND] INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES AND NOTICE FILINGS BY FEDERALLY COVERED ADVISERS

CHAPTER 301. REGISTRATION REQUIREMENT

§ 301.201. (Reserved).

CHAPTER 302. EXEMPTIONS

§ 302.063. Financial institutions exempt from broker-dealer and agent registration.

CHAPTER 303. REGISTRATION PROCEDURE

§ 303.012. Investment adviser registration procedure.

§ 303.015. Notice filing for Federally covered advisers.

[Continued on next Web Page]

COMMONWEALTH OF PENNSYLVANIA
PENNSYLVANIA SECURITIES COMMISSION
APPLICATION TO REGISTER SECURITIES UNDER
THE PENNSYLVANIA SECURITIES ACT OF 1972

(CHECK ONLY ONE)
SECTION 205 - REGISTRATION BY COORDINATION [ ]
SECTION 206 - REGISTRATION BY QUALIFICATION [ ]