Securities and Exchange Commission: Amendments to Form ADV and Investment Advisers Act Rules — SEC — US

SECURITIES AND EXCHANGE
COMMISSION
17 CFR Parts 275 and 279
[Release No. IA–4091; File No. S7–09–15]
RIN 3235–AL75
Amendments to Form ADV and
Investment Advisers Act Rules
Correction
In proposed rule document 2015–
12778, appearing on pages 33718–33838 in the issue of Friday, June 12, 2015, make the following corrections:
On page 33728, in the third column, below the last line, the text for footnote 92 should appear as follows:
‘‘92The proposed definition of Legal
Entity Identifier is: A ‘‘legal entity identifier’’ assigned or recognized by the Global LEI Regulatory Oversight Committee (ROC) or the Global LEI Foundation (GLEIF). See Proposed Form ADV: Glossary. In Item 1, we propose removing outdated text referring to the ‘‘legal entity identifier’’ as being ‘‘in development’’ in the first half of 2011.’’ On pages 33745–33838, the forms should appear as follows:
BILLING CODE 1505–01–D

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APPENDIX A
FORM ADV (Paper Version)

UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
AND
REPORT FORM BY EXEMPT REPORTING ADVISERS
I Form ADV: General Instructions
Read these instructions carefully before filing Form ADV. Failure to follow these instructions, properly complete the form, or pay all required fees may result in your application or report being delayed or rejected. In these instructions and in Form ADV, "you" means the investment adviser (i.e., the advisory firm). If you are a "separately identifiable department or division" (SID) of a bank, "you" means the SID, rather than your bank, unless the instructions or the form provide otherwise. If you are a private fund adviser filing an umbrella registration, "you" means the filing adviser and each relying adviser, unless the instructions or the form provide otherwise. The information in Items 1, 2, 3 and 10 (including corresponding schedules) should be provided for the filing adviser only. Terms that appear in italics are defined in the Glossary of Terms to Form ADV.

Where can I get more information on Form ADV, electronic filing, and the lARD?
The SEC provides information about its rules and the Advisers Act on its website:
http://www.sec.gov/iard.
NASAA provides information about state investment adviser laws and state rules, and how to contact a state securities authority, on its website: http://www.nasaa.org. FINRA provides information about the lARD and electronic filing on the lARD website:
http://www.iard.com.
What is Form ADV used for?
Investment advisers use Form ADV to:

Register with the Securities and Exchange Commission
Register with one or more state securities authorities
Amend those registrations;
Report to the SEC as an exempt reporting adviser
Report to one or more state securities authorities as an exempt reporting adviser
Amend those reports; and
Submit a final report as an exempt reporting adviser

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3. How is Form ADV organized?
Form ADV contains four parts:

Part 1A asks a number of questions about you, your business practices, the persons who
own and control you, and the persons who provide investment advice on your behalf o All advisers registering with the SEC or any of the state securities authorities must complete Part 1A. o Exempt reporting advisers (that are not also registering with any state securities authority) must complete only the following Items of Part 1A: 1, 2, 3, 6, 7, 10, and 11, as well as corresponding schedules. Exempt reporting advisers that are registering with any state securities authority must complete all of Form ADV.
Part 1A also contains several supplemental schedules. The items of Part 1A let you know
which schedules you must complete. o Schedule A asks for information about your direct owners and executive officers. o Schedule B asks for information about your indirect owners. o Schedule Cis used by paper filers to update the information required by Schedules A and B (see Instruction 18). o ScheduleD asks for additional information for certain items in Part lA. o ScheduleR asks for additional information about relying advisers. o Disclosure Reporting Pages (or DRPs) are schedules that ask for details about disciplinary events involving you or your advisory affiliates.
Part 1B asks additional questions required by state securities authorities. Part lB
contains three additional DRPs. If you are applying for SEC registration or are registered only with the SEC, you do not have to complete Part lB. (If you are filing electronically and you do not have to complete Part lB, you will not see Part lB.)
Part 2A requires advisers to create narrative brochures containing information about the
advisory firm. The requirements in Part 2A apply to all investment advisers registered with or applying for registration with the SEC, but do not apply to exempt reporting advisers.
Part 2B requires advisers to create brochure supplements containing information about
certain supervised persons. The requirements in Part 2B apply to all investment advisers registered with or applying for registration with the SEC, but do not apply to exempt reporting advisers.

When am I required to update my Form ADV?

SEC- and State-Registered Advisers:
o Annual updating amendments: You must amend your Form ADV each year by filing an annual updating amendment within 90 days after the end of your fiscal

EP02JY15.002</GPH> year. When you submit your annual updating amendment, you must update your responses to all items, including corresponding sections of Schedules A, B, C, and D and all sections of Schedule R for each relying adviser. You must submit your summary of material changes required by Item 2 of Part 2A either in the brochure (cover page or the page immediately thereafter) or as an exhibit to your brochure. o Other-than-annual amendments: In addition to your annual updating amendment, if you are registered with the SEC or a state securities authority, you must amend your Form ADV, including corresponding sections of Schedules A, B, C, D and R, by filing additional amendments (other-than-annual amendments) promptly if:
o you are adding or removing a relying adviser as part of your umbrella registration o information you provided in response to Items 1 (except 1.0), 3, 9 (except 9.A.(2), 9.B.(2), 9.E., and 9.F.), or 11 of Part 1A or Items 1, 2.A. through 2.F., or 2.I. of Part 1B or Sections 1 or 3 of ScheduleR becomes inaccurate in any way; o information you provided in response to Items 4, 8, or 10 of Part 1A, or Item 2. G. of Part 1B, or Section 10 of Schedule R becomes materially inaccurate; or o information you provided in your brochure becomes materially inaccurate (see note below for exceptions) Notes: Part 1: If you are submitting an other-than-annual amendment, you are not required to update your responses to Items 2, 5, 6, 7, 9.A.(2), 9.B.(2), 9.E., 9.F., or 12 of Part 1A, Items 2.H. or 2.J. of Part 1B, or Section 2 of ScheduleR even if your responses to those items have become inaccurate.
Part 2: You must amend your brochure supplements (see Form ADV, Part
2B) promptly if any information in them becomes materially inaccurate.
If you are submitting an other-than-annual amendment to your brochure, you are not required to update your summary of material changes as required by Item 2. You are not required to update your brochure between annual amendments solely because the amount of client assets you manage has changed or because your fee schedule has changed. However, if you are updating your brochure for a separate reason in between annual amendments, and the amount of client assets you manage listed in response to Item 4.E or your fee schedule listed in response to Item 5.A has become materially inaccurate, you should update that item(s) as part of the interim amendment.

If you are an SEC-registered adviser, you are required to file your
brochure amendments electronically through lARD. You are not required to file amendments to your brochure supplements with the SEC, but you must maintain a copy of them in your files.

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If you are a state-registered adviser, you are required to file your
brochure amendments and brochure supplement amendments with the appropriate state securities authorities through lARD.
Exempt reporting advisers:
o Annual Updating Amendments: You must amend your Form ADV each year by filing an annual updating amendment within 90 days after the end of your fiscal year. When you submit your annual updating amendment, you must update your responses to all required items, including corresponding sections of Schedules A, B, C and D. o Other-than-Annual Amendments: In addition to your annual updating amendment, you must amend your Form ADV by filing additional amendments (other-than-annual amendments) promptly if:
o information you provided in response to Items 1, 3, or 11 becomes inaccurate in any way; or o information you provided in response to Item 10 becomes materially inaccurate. Failure to update your Form ADV, as required by this instruction, is a violation of SEC rules or similar state rules and could lead to your registration being revoked.

What is SEC umbrella registration and how can I satisfy the requirements of filing
an umbrella registration?
An umbrella registration is a single registration by a filing adviser and one or more relying advisers who advise only private funds and certain separately managed account clients that are qualified clients and collectively conduct a single advisory business. Absent other facts suggesting that the filing adviser and relying adviser(s) conduct different businesses, umbrella registration is available under the following circumstances:
The filing adviser and each relying adviser advise only private funds and clients in
separately managed accounts that are qualified clients and are otherwise eligible to invest in the private funds advised by the filing adviser or a relying adviser and whose accounts pursue investment objectives and strategies that are substantially similar or otherwise related to those private funds. n. The filing adviser has its principal office and place of business in the United States and, therefore, all of the substantive provisions of the Advisers Act and the rules thereunder apply to the filing adviser's and each relying adviser's dealings with each of its clients, regardless of whether any client or the filing adviser or relying adviser providing the advice is a United States person.

EP02JY15.004</GPH> m. Each relying adviser, its employees and the persons acting on its behalf are subject to the filing adviser's supervision and control and, therefore, each relying adviser, its employees and the persons acting on its behalf are "persons associated with" the filing adviser (as defined in section 202(a)(17) of the Advisers Act).
iv. The advisory activities of each relying adviser are subject to the Advisers Act and the
rules thereunder, and each relying adviser is subject to examination by the SEC.
v. The filing adviser and each relying adviser operate under a single code of ethics adopted
in accordance with SEC rule 204A-1 and a single set ofwritten policies and procedures adopted and implemented in accordance with SEC rule 206(4)-(7) and administered by a single chief compliance officer in accordance with that rule. To satisfy the requirements of Form ADV while using umbrella registration the filing adviser must sign, file, and update as required, a single Form ADV (Parts 1 and 2) that relates to, and includes all information concerning, the filing adviser and each relying adviser (e.g., disciplinary information and ownership information), and must include this same information in any other reports or filings it must make under the Advisers Act or the rules thereunder (e.g., Form PF). The filing adviser and each relying adviser must not be prohibited from registering with the SEC by section 203A of the Advisers Act (i.e. thefiling adviser and each relying adviser must individually qualify for SEC registration). Unless otherwise specified, references to "you" in Form ADV refer to both the filing adviser and each relying adviser. The information in Items 1, 2, 3 and 10 (including corresponding schedules) should be provided for the filing adviser only. A separate ScheduleR should be completed for each relying adviser. References to "you" in Schedule R refer to the relying adviser only. A filing adviser applying for registration with the SEC should complete a ScheduleR for each relying adviser. If you are a filing adviser registered with the SEC and would like to add or delete relying advisers from an umbrella registration, you should file an other-than-annual amendment and add or delete Schedule Rs as needed. Note: Umbrella registration is not available to exempt reporting advisers.
6. Where do I sign my Form ADV application or amendment?
You must sign the appropriate Execution Page. There are three Execution Pages at the end of the form. Your initial application, your initial report (in the case of an exempt reporting adviser), and all amendments to Form ADV must include at least one Execution Page.

If you are applying for or are amending your SEC registration, or if you are reporting as
an exempt reporting adviser or amending your report, you must sign and submit either a:
o Domestic Investment Adviser Execution Page, if you (the advisory firm) are a resident of the United States; or

EP02JY15.005</GPH> o Non-Resident Investment Adviser Execution Page, if you (the advisory firm) are not a resident of the United States.

If you are applying for or are amending your registration with a state securities authority,
you must sign and submit the State-Registered Investment Adviser Execution Page.

Who must sign my Form ADV or amendment?
The individual who signs the form depends upon your form of organization:

For a sole proprietorship, the sole proprietor.
For a partnership, a general partner.
For a corporation, an authorized principal officer.
For a "separately identifiable department or division" (SID) of a bank, a principal officer
of your bank who is directly engaged in the management, direction, or supervision of your investment advisory activities.
For all others, an authorized individual who participates in managing or directing your
affairs.
The signature does not have to be notarized, and in the case of an electronic filing, should be a typed name.

How do I file my Form ADV?
Complete Form ADV electronically using the Investment Adviser Registration Depository (lARD) if:

You are filing with the SEC (and submitting notice filing.<; to any of the state securities
authorities), or
You are filing with a state securities authority that requires or permits advisers to submit
Form ADV through the lARD.
Note: SEC rules require advisers that are registered or applying for registration with the SEC, or that are reporting to the SEC as an exempt reporting adviser, to file electronically through the lARD system. See SEC rules 203-1 and 204-4. To file electronically, go to the lARD website (<www.iard.com>), which contains detailed instructions for advisers to follow when filing through the lARD. Complete Form ADV (Paper Version) on paper if:
You are filing with the SEC or a state securities authority that requires electronic filing,
but you have been granted a continuing hardship exemption. Hardship exemptions are described in Instruction 17.

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You are filing with a state securities authority that permits (but does not require)
electronic filing and you do not file electronically.

How do I get started filing electronically?
First, obtain a copy of the lARD Entitlement Package from the following website:
http://www.iard.com/GetStarted.asp. Second, request access to the lARD system for your firm by completing and submitting the lARD Entitlement Package. The lARD Entitlement Package must be submitted on paper. Mail the forms to: FINRA Entitlement Group, P.O. Box 9495, Gaithersburg, MD 20898-9495. When FINRA receives your Entitlement Package, they will assign a CRD number (identification number for your firm) and a user I.D. code and password (identification number and system password for the individual(s) who will submit Form ADV filings for your firm). Your firm may request an I.D. code and password for more than one individual. FINRA also will create a financial account for you from which the lARD will deduct filing fees and any state fees you are required to pay. If you already have a CRD account with FINRA, it will also serve as your lARD account; a separate account will not be established. Once you receive your CRD number, user I.D. code and password, and you have funded your account, you are ready to file electronically. Questions regarding the Entitlement Process should be addressed to FINRA at 240.386.4848.
If I am applying for registration with the SEC, or amending my SEC registration,
how do I make notice filings with the state securities authorities?
If you are applying for registration with the SEC or are amending your SEC registration, one or more state securities authorities may require you to provide them with copies of your SEC filings. We call these filings "notice filings." Your notice filings will be sent electronically to the states that you check on Item 2.C. of Part lA The state securities authorities to which you send notice filings may charge fees, which will be deducted from the account you establish with FINRA To determine which state securities authorities require SECregistered advisers to submit notice filings and to pay fees, consult the relevant state investment adviser law or state securities authority. See General Instruction 1. If you are granted a continuing hardship exemption to file Form ADV on paper, FINRA will enter your filing into the lARD and your notice filings will be sent electronically to the state securities authorities that you check on Item 2.C. of Part lA
I am registered with a state. When must I switch to SEC registration?
If at the time of your annual updating amendment you meet at least one of the requirements for SEC registration in Item 2.A(l) to (12) of Part lA, you must apply for registration with the SEC within 90 days after you file the annual updating amendment. Once you register with the

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SEC, you are subject to SEC regulation, regardless of whether you remain registered with one or more states. See SEC rule 203A-1 (b )(2). Each of your investment adviser representatives, however, may be subject to registration in those states in which the representative has a place ofbusiness. See Advisers Act section 203A(b)(1); SEC rule 203A-3(a). For additional information, consult the investment adviser laws or the state securities authority for the particular state in which you are "doing business." See General Instruction 1.
12. I am registered with the SEC. When must I switch to registration with a state
securities authority?
If you check box 13 in Item 2.A. of Part 1A to report on your annual updating amendment that you are no longer eligible to register with the SEC, you must withdraw from SEC registration within 180 days after the end of your fiscal year by filing Form ADV-W. See SEC rule 203A-1(b)(2). You should consult state law or the state securities authority for the states in which you are "doing business" to determine if you are required to register in these states. See General Instruction 1. Until you file your Form ADV-W with the SEC, you will remain subject to SEC regulation, and you also will be subject to regulation in any states where you register. See SEC rule 203A-1(b)(2).
13. I am an exempt reporting adviser. When must I submit my first report on Form
ADV?

All exempt reporting advisers:
You must submit your initial Form ADV filing within 60 days of relying on the exemption from registration under either section 203(1) of the Advisers Act as an adviser solely to one or more venture capital funds or section 203(m) of the Advisers Act because you act solely as an adviser to private funds and have assets under management in the United States ofless than $150 million.
Additional instruction for advisers switching from being registered to being exempt
reporting advisers:
If you are currently registered as an investment adviser (or have an application for registration pending) with the SEC or with a state securities authority, you must file a Form ADV-W to withdraw from registration in the jurisdictions where you are switching. You must submit the Form ADV-W before submitting your first report as an exempt reporting adviser.

I am an exempt reporting adviser. Is it possible that I might be required to also
register with or submit a report to a state securities authority?
Yes, you may be required to register with or submit a report to one or more state securities authorities. If you are required to register with one or more state securities authorities, you must complete all ofForm ADV. See General Instruction 3. If you are required to submit a report to one or more state securities authorities, check the box(es) in Item 2.C. of Part 1A next to the state(s) you would like to receive the report. Each of your investment adviser representatives may also be subject to registration requirements. For additional information

EP02JY15.008</GPH> about the requirements that may apply to you, consult the investment adviser laws or the state securities authority for the particular state in which you are "doing business." See General Instruction 1.
15. What do I do if I no longer meet the definition of an "exempt reporting adviser"?

Advisers Switching to SEC Registration:
o You may no longer be an exempt reporting adviser and may be required to register with the SEC if you wish to continue doing business as an investment adviser. For example, you may be relying on section 203(1) and wish to accept a client that is not a venture capital fund as defined in SEC rule 203(1)-1, or you may have been relying on SEC rule 203(m)-1 and reported in Section 2.B. of ScheduleD to your annual updating amendment that you have private fund assets of $150 million or more.
If you are relying on section 203(1), unless you qualify for another
exemption, you would violate the Advisers Act's registration requirement if you accept a client that is not a venture capital fund as defined in SEC rule 203(1)-1 before the SEC approves your application for registration. You must submit your final report as an exempt reporting adviser and apply for SEC registration in the same filing.
Ifyou were relying on SEC rule 203(m)-1 and you reported in Section
2.B. of ScheduleD to your annual updating amendment that you have private fund assets of $150 million or more, you must register with the SEC unless you qualify for another exemption. If you have complied with all SEC reporting requirements applicable to an exempt reporting adviser as such, you have up to 90 days after filing your annual updating amendment to apply for SEC registration, and you may continue doing business as a private fund adviser during this time. You must submit your final report as an exempt reporting adviser and apply for SEC registration in the same filing. Unless you qualify for another exemption, you would violate the Advisers Act's registration requirement if you accept a client that is not a private fund during this transition period before the SEC approves your application for registration, and you must comply with all SEC reporting requirements applicable to an exempt reporting adviser as such during this 90-day transition period. If you have not complied with all SEC reporting requirements applicable to an exempt reporting adviser as such, this 90-day transition period is not available to you. Therefore, if the transition period is not available to you, and you do not qualify for another exemption, your application for registration must be approved by the SEC before you meet or exceed SEC rule 203(m)-1 's $150 million asset threshold.

EP02JY15.009</GPH> o You will be deemed in compliance with the Form ADV filing and reporting requirements until the SEC approves or denies your application. If your application is approved, you will be able to continue business as a registered adviser. o If you register with the SEC, you may be subject to state notice filing requirements. To determine these requirements, consult the investment adviser laws or the state securities authority for the particular state in which you are "doing business." See General Instruction 1. Note: If you are relying on SEC rule 203(m)-1 and you accept a client that is not a private fund, you will lose the exemption provided by SEC rule 203(m)-1 immediately. To avoid this result, you should apply for SEC registration in advance so that the SEC has approved your registration before you accept a client that is not a private fund. The 90-day transition period described above also applies to investment advisers with their principal offices and places of business outside of the United States with respect to their clients who are United States persons (e.g., the adviser would not be eligible for the 90-day transition period if it accepted a client that is a United States person and is not a private fund).

Advisers Not Switching to SEC Registration:
o You may no longer be an exempt reporting adviser but may not be required to register with the SEC or may be prohibited from doing so. For example, you may cease to do business as an investment adviser, become eligible for an exemption that does not require reporting, or be ineligible for SEC registration. In this case, you must submit a final report as an exempt reporting adviser to update only Item 1 of Part 1A of Form ADV. o You may be subject to state registration requirements. To determine these requirements, consult the investment adviser laws or the state securities authority fbr the particular state in which you are "doing business." See General Instruction 1.

Are there filing fees?
Yes. These fees go to support and maintain the lARD. The lARD filing fees are in addition to any registration or other fee that may be required by state law. You must pay an lARD filing fee for your initial application, your initial report, and each annual updating amendment. There is no filing fee for an other-than-annual amendment, a final report as an exempt reporting adviser, or Form ADV-W. The lARD filing fee schedule is published at http://www.sec.gov/iard; http://www.nasaa.org; and http://www.iard.com. If you are submitting a paper filing under a continuing hardship exemption (see Instruction 17), you are required to pay an additional fee. The amount of the additional fee depends on whether you are filing Form ADV or Form ADV-W. (There is no additional fee for filings

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APPENDIXB
FORM ADV (Paper Version)

UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
AND
REPORT BY EXEMPT REPORTING ADVISERS
I Form ADV: Instructions for Part lA
These instructions explain how to complete certain items in Part 1A of Form ADV.

Item 1: Identifying Information
Separately Identifiable Department or Division of a Bank. If you are a "separately identifiable department or division" (SID) of a bank, answer Item 1.A. with the full legal name of your bank, and answer Item l.B. with your own name (the name of the department or division) and all names under which you conduct your advisory business. In addition, your principal office and place of business in Item 1.F. should be the principal office at which you conduct your advisory business. In response to Item 1.1., the website addresses and social media information you list on ScheduleD should be those that provide information about your own activities, rather than general information about your bank.
Item 2: SEC Registration and SEC Report by Exempt Reporting Advisers
If you are registered or applying for registration with the SEC, you must indicate in Item 2.A. why you are eligible to register with the SEC by checking at least one of the boxes. a. Item 2.A.(1): Adviser with Regulatory Assets Under Management of$100 Million or More. You may check box 1 only if your response to Item 5.F.(2)(c) is $100 million or more, or you are filing an annual updating amendment with the SEC and your response to Item 5.F.(2)(c) is $90 million or more. While you may register with the SEC if your regulatory assets under management are at least $100 million but less than $110 million, you must apply for registration with the SEC if your regulatory assets under management are $110 million or more. If you are a SEC-registered adviser, you may remain registered with the SEC if your regulatory assets under management are $90 million or more. See SEC rule 203A-1(a). Part 1A Instruction 5.b. explains how to calculate your regulatory assets under management. If you are a state-registered adviser and you report on your annual updating amendment that your regulatory assets under management increased to $100 million or more, you may register with the SEC. If your regulatory assets under management increased to $110 million or more, you must apply for registration with the SEC within 90 days after you file that annual updating amendment. See SEC rule 203A-1(b )(1) and Form ADV General Instruction 11. b. Item 2.A.(2): Mid-Sized Adviser. You may check box 2 only if your response to Item 5.F(2)(c) is $25 million or more but less than $100 million, and you satisfy one of the

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!Form ADV: Instructions for Part lA Page2l requirements below. Part 1A Instruction S.b. explains how to calculate your regulatory assets under management. You must register with the SEC if you meet at least one of the following requirements:

You are not required to be registered as an investment adviser with the state securities
authority of the state where you maintain your principal office and place of business pursuant to that state's investment adviser laws. If you are exempt from registration with that state or are excluded from the definition of investment adviser in that state, you must register with the SEC. You should consult the investment adviser laws or the state securities authority for the particular state in which you maintain your principal office and place of business to determine if you are required to register in that state. See General Instruction 1.
You are not subject to examination by the state securities authority ofthe state where
you maintain your principal office and place of business. To determine whether such state securities authority does not conduct such examinations, see:
See section 203A(a)(2) of the Advisers Act.
c. Item 2.A.(5): Adviser to an Investment Company. You may check box 5 only ifyou
currently provide advisory services under an investment advisory contract to an investment company registered under the Investment Company Act of 1940 and the investment company is operational (i.e., has assets and shareholders, other than just the organizing shareholders). See sections 203A(a)(I)(B) and 203A(a)(2)(A) ofthe Advisers Act. Advising investors about the merits of investing in mutual funds or recommending particular mutual funds does not make you eligible to check this box. d. Item 2.A.(6): Adviser to a Business Development Company. You may check box 6 only ifyour response to Item S.F.(2)(c) is $25 million or more of regulatory assets under management, and you currently provide advisory services under an investment advisory contract to a company that has elected to be a business development company pursuant to
section 54 of the Investment Company Act of 1940, that has not withdrawn the election,
and that is operational (i.e., has assets and shareholders, other than just the organizing shareholders). See section 203A(a)(2)(A) of the Advisers Act. Part 1A Instruction S.b. explains how to calculate your regulatory assets under management. e. Item 2.A.(7): Pension Consultant. You may check box 7 only if you are eligible for the pension consultant exemption from the prohibition on SEC registration.
You are eligible for this exemption if you provided investment advice to employee
benefit plans, governmental plans, or church plans with respect to assets having an aggregate value of $200 million or more during the 12-month period that ended within 90 days of filing this F orrn ADV. You are not eligible for this exemption if

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IFonn ADV: Instructions for Part lA Page3l you only advise plan participants on allocating their investments within their pension plans. See SEC rule 203A-2(a).

To calculate the value of assets for purposes of this exemption, aggregate the assets of
the plans for which you provided advisory services at the end of the 12-month period. If you provided advisory services to other plans during the 12-month period, but your employment or contract terminated before the end of the 12-month period, you also may include the value of those assets. f. Item 2.A.(S): Related Adviser. You may check box 8 only if you are eligible for the related adviser exemption from the prohibition on SEC registration. See SEC rule 203A2(b ). You are eligible for this exemption if you control, are controlled by, or are under common control with an investment adviser that is registered with the SEC, and you have the same principal office and place of business as that other investment adviser. Note that you may not rely on the SEC registration of an Internet adviser under rule 203A-2(e) in establishing eligibility for this exemption. See SEC rule 203A-2(e)(1)(iii). If you check box 8, you also must complete Section 2.A.(8) of Schedule D. g. Item 2.A.(9): Adviser Expecting to be Eligible for Registration within 120 Days. You may check box 9 only if you are eligible for the exemption from the prohibition on SEC registration available to advisers expecting to be eligible for SEC registration within 120 days, such as a newly formed adviser. See SEC rule 203A-2(c). You are eligible for this exemption if immediately before you file your application for registration with the SEC,
you were not registered or required to be registered with the SEC or a state securities
authority; and
you have a reasonable expectation that you would be eligible to register with the SEC
within 120 days after the date that your registration with the SEC becomes effective. If you check box 9, you also must complete Section 2.A.(9) of Schedule D. You must file an amendment to Part 1A of your Form ADV that updates your response to Item 2.A. within 120 days after the SEC declares your registration effective. You may not check box 9 on your amendment; since this exemption is available only if you are not registered, you may not "re-rely" on this exemption. Ifyou indicate on that amendment (by checking box 13) that you are not eligible to register with the SEC, you also must file a Form ADV-W to withdraw your SEC registration no later than 120 days after your registration was declared effective. You should contact the appropriate state securities authority to determine how long it may take to become state-registered sufficiently in advance of when you are required to file Form ADV-W to withdraw from SEC registration.

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!Form ADV: Instructions for Part lA Page4l
Note: If you expect to be eligible for SEC registration because of the amount of your regulatory assets under management, that amount must be $100 million or more no later than 120 days after your registration is declared effective. h. Item 2.A.(10): Multi-State Adviser. You may check box 10 only if you are eligible for the multi-state adviser exemption from the prohibition on SEC registration. See SEC rule 203A-2(d). You are eligible for this exemption if you are required to register as an investment adviser with the state securities authorities of 15 or more states. If you check box 10, you must complete Section 2.A.(10) of Schedule D. You must complete Section 2.A.(10) of ScheduleD in each annual updating amendment you submit. If you check box 10, you also must:

create and maintain a list of the states in which, but for this exemption, you would be
required to register;
update this list each time you submit an annual updating amendment in which you
continue to represent that you are eligible for this exemption; and
maintain the list in an easily accessible place for a period of not less than five years
from each date on which you indicate that you are eligible for the exemption.
If, at the time you file your annual updating amendment, you are required to register in less than 15 states and you are not otherwise eligible to register with the SEC, you must check box 13 in Item 2.A. You also must file a Form ADV-W to withdraw your SEC registration. See Part 1A Instruction 2.j.

Item 2.A.(ll): Internet Adviser. You may check box 11 only if you are eligible for the
Internet adviser exemption from the prohibition on SEC registration. See SEC rule 203A-2(e). You are eligible for this exemption if:

you provide investment advice to your clients through an interactive website. An
interactive website means a website in which computer software-based models or applications provide investment advice based on personal information each client submits through the website. Other forms of online or Internet investment advice do not qualify for this exemption;
you provide investment advice to all of your clients exclusively through the
interactive website, except that you may provide investment advice to fewer than 15 clients through other means during the previous 12 months; and
you maintain a record demonstrating that you provide investment advice to your
clients exclusively through an interactive website in accordance with these limits.
J. Item 2.A.(13): Adviser No Longer Eligible to Remain Registered with the SEC.
You must check box 13 if:
you are registered with the SEC;

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IFonn ADV: Instructions for Part lA Page 5I

you are filing an annual updating amendment to Form ADV in which you indicate in
response to Item 5.F.(2)(c) that you have regulatory assets under management of less than $90 million; and
you are not eligible to check any other box (other than box 13) in Item 2.A. (and are
therefore no longer eligible to remain registered with the SEC).
You must withdraw from SEC registration within 180 days after the end of your fiscal year by filing Form ADV-W. Until you file your Form ADV-W, you will remain subject to SEC regulation, and you also will be subject to regulation in the states in which you register. See SEC rule 203A-1(b)(2). k. Item 2.B.: Reporting by Exempt Reporting Advisers. You may check box 2.B.(1) only if you qualify for the exemption from SEC registration as an adviser solely to one or more venture capital funds. See SEC rule 203(1)-1. You may check box 2.B.(2) only if you qualify for the exemption from SEC registration because you act solely as an adviser to private funds and have assets under management in the United States of less than $150 million. See SEC rule 203(m)-1. You may check both boxes to indicate that you qualify for both exemptions. You should check box 2.B.(3) if you act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2) because you have assets under management in the United States of $150 million or more. If you check box 2.B.(2) or (3), you also must complete Section 2.B. of Schedule D.

Item 3: Form of Organization
If you are a "separately identifiable department or division" (SID) of a bank, answer Item 3.A. by checking "other." In the space provided, specify that you are a "SID of' and indicate the form of organization of your bank. Answer Items 3.B. and 3.C. with information about your bank.
Item 4: Successions
a. Succession of an SEC-Registered Adviser. If you ( 1) have taken over the business of an investment adviser or (2) have changed your structure or legal status (e.g., form of organization or state of incorporation), a new organization has been created, which has registration obligations under the Advisers Act. There are different ways to fulfill these obligations. You may rely on the registration provisions discussed in the General Instructions, or you may be able to rely on special registration provisions for "successors" to SEC-registered advisers, which may ease the transition to the successor adviser's registration. To determine if you may rely on these provisions, review "Registration of Successors to Broker-Dealers and Investment Advisers," Investment Advisers Act Release No. 1357 (Dec. 28, 1992). If you have taken over an adviser, follow Part 1A Instruction 4.a(1), Succession by Application. If you have changed your structure or legal status, follow
Part 1A Instruction 4.a(2), Succession by Amendment. If either (1) you are a "separately
identifiable department or division" (SID) of a bank that is currently registered as an

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!Form ADV: Instructions for Part lA Page6l investment adviser, and you are taking over your bank's advisory business; or (2) you are a SID currently registered as an investment adviser, and your bank is taking over your advisory business, then follow Part IA Instruction 4.a(l), Succession by Application. (1) Succession by Application. If you are not registered with the SEC as an adviser, and you are acquiring or assuming substantially all of the assets and liabilities of the advisory business of an SEC-registered adviser, file a new application for registration on Form ADV. You will receive new registration numbers. You must file the new application within 30 days after the succession. On the application, make sure you check "yes" to Item 4.A., enter the date of the succession in Item 4.B., and complete
Section 4 of Schedule D.
Until the SEC declares your new registration effective, you may rely on the registration of the adviser you are acquiring, but only if the adviser you are acquiring is no longer conducting advisory activities. Once your new registration is effective, a Form ADV-W must be filed with the SEC to withdraw the registration of the acquired adviser. (2) Succession by Amendment. If you are a new investment adviser formed solely as a result of a change in form of organization, a reorganization, or a change in the composition of a partnership, and there has been no practical change in control or management, you may amend the registration of the registered investment adviser to reflect these changes rather than file a new application. You will keep the same registration numbers, and you should not file a Form ADV-W. On the amendment, make sure you check "yes" to Item 4.A., enter the date of the succession in Item 4.B., and complete Section 4 of Schedule D. You must submit the amendment within 30 days after the change or reorganization. b. Succession of a State-Registered Adviser. If you (1) have taken over the business of an investment adviser or (2) have changed your structure or legal status (e.g., form of organization or state of incorporation), a new organization has been created, which has registration obligations under state investment adviser laws. There may be different ways to fulfill these obligations. You should contact each state in which you are registered to determine that state's requirements for successor registration. See Form ADV General Instruction 1.
5. Item 5: Information About Your Advisory Business
a. Newly-Formed Advisers: Several questions in Item 5 that ask about your advisory business assume that you have been operating your advisory business for some time. Your response to these questions should reflect your current advisory business (i.e., at the time you file your Form ADV), with the following exceptions:

base your response to Item 5 .E. on the types of compensation you expect to accept;
base your response to Item 5.G. and Item 5.J. on the types of advisory services you
expect to provide during the next year; and

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IForm ADV: Instructions for Part lA Pagc7l

skip Item 5.H.
b. Item S.F: Calculating Your Regulatory Assets Under Management. In determining the amount of your regulatory assets under management, include the securities portfolios for which you provide continuous and regular supervisory or management services as of the date of filing this Form ADV. (1) Securities Portfolios. An account is a securities portfolio if at least 50% of the total value of the account consists of securities. For purposes of this 50% test, you may treat cash and cash equivalents (i.e., bank deposits, certificates of deposit, bankers acceptances, and similar bank instruments) as securities. You must include securities portfolios that are:
(a) your family or proprietary accounts;
(b) accounts for which you receive no compensation for your services; and (c) accounts of clients who are not United States persons. For purposes of this definition, treat all of the assets of a private fund as a securities portfolio, regardless of the nature of such assets. For accounts of private funds, moreover, include in the securities portfolio any uncalled commitment pursuant to which a person is obligated to acquire an interest in, or make a capital contribution to, the private firnd. (2) Value of Portfolio. Include the entire value of each securities portfolio for which you provide continuous and regular supervisory or management services. If you provide continuous and regular supervisory or management services for only a portion of a securities portfolio, include as regulatory assets under management only that portion of the securities portfolio for which you provide such services. Exclude, for example, the portion of an account:
(a) under management by another person; or
(b) that consists of real estate or businesses whose operations you "manage" on behalf of a client but not as an investment. Do not deduct any outstanding indebtedness or other accrued but unpaid liabilities. (3) Continuous and Regular Supervisory or Management Services. General Criteria. You provide continuous and regular supervisory or management services with respect to an account if:
(a) you have discretionary authority over and provide ongoing supervisory or management services with respect to the account; or

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IFmm ADV: ln~1ructions for Part lA Pagesl
(b) you do not have discretionaty authority over the account, but you have ongoing responsibility to select or make recommendations, based upon the needs of the client, as to specific securities or other investments the account may purchase or sell and, if such recommendations are accepted by the client, you are responsible for arranging or effecting the purchase or sale. Factors. You should consider the following factors in evaluating whether you provide continuous and regular supervisory or management services to an account. (a) Terms of the advisory contract. If you agree in an advisory contract to provide ongoing management services, this suggests that you provide these services for the account. Other provisions in the contract, or your actual management practices, however, may suggest otherwise. (b) Form of compensation. If you are compensated based on the average value of the client's assets you manage over a specified period of time, that suggests that you provide continuous and regular supervisory or management services for the account. If you receive compensation in a manner similar to either of the following, that suggests you do not provide continuous and regular supervisory or management services for the account -- (i) you are compensated based upon the time spent with a client during a client visit; or (ii) you are paid a retainer based on a percentage of assets covered by a financial plan. (c) Management practices. The extent to which you actively manage assets or provide advice bears on whether the services you provide are continuous and regular supervisory or management services. The fact that you make infrequent trades (e.g., based on a "buy and hold" strategy) does not mean your services are not "continuous and regular." Examples. You may provide continuous and regular supervisory or management services for an account if you:
(a) have discretionary authority to allocate client assets among various mutual funds; (b) do not have discretionary authority, but provide the same allocation services, and satisfy the criteria set forth in Instruction 5.b.(3); (c) allocate assets among other managers (a "manager of managers"), but only ifyou have discretionary authority to hire and fire managers and reallocate assets among them; or (d) you are a broker-dealer and treat the account as a brokerage account, but only if you have discretionary authority over the account. You do not provide continuous and regular supervisory or management services for an account if you:

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!Form ADV: Instructions fo•· Part lA Page9l
(a) provide market timing recommendations (i.e., to buy or sell), but have no ongoing management responsibilities; (b) provide only impersonal investment advice (e.g., market newsletters); (c) make an initial asset allocation, without continuous and regular monitoring and reallocation; or (d) provide advice on an intermittent or periodic basis (such as upon client request, in response to a market event, or on a specific date (e.g., the account is reviewed and adjusted quarterly)). ( 4) Value of Regulatory Assets Under Management. Determine your regulatory assets under management based on the current market value of the assets as determined within 90 days prior to the date of filing this Form ADV. Determine market value using the same method you used to report account values to clients or to calculate fees for investment advisory services. In the case of a private fund, determine the current market value (or fair value) of the private fund's assets and the contractual amount of any uncalled commitment pursuant to which a person is obligated to acquire an interest in, or make a capital contribution to, the private fund. (5) Example. This is an example of the method of determining whether an account of a client other than a private fund may be included as regulatory assets under management. The client's portfolio consists of the following:
$ 6,000,000 stocks and bonds
$ 1,000,000 cash and cash equivalents
$ 3,000,000 non-securities (collectibles, commodities, real estate, etc.)
$10 000 000 Total Assets
First, is the account a securities portfolio? The account is a securities portfolio because securities as well as cash and cash equivalents (which you have chosen to include as securities) ($6,000,000 + $1,000,000 = $7,000,000) comprise at least 50% of the value of the account (here, 70%). (See Instruction 5.b(1)). Second, does the account receive continuous and regular supervisory or management services? The entire account is managed on a discretionary basis and is provided ongoing supervisory and management services, and therefore receives continuous and regular supervisory or management services. (See Instruction 5.b.(3)). Third, what is the entire value of the account? The entire value of the account ($10,000,000) is included in the calculation ofthe adviser's total regulatory assets under management.

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!Form ADV: Instructions for Part lA Page tol
6. Item 7: Financial Industry Affiliations and Private Fund Reporting
Item 7.A. and Section 7.A. of ScheduleD ask questions about you and your related persons' financial industry affiliation. If you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in ScheduleD for your relying advisers. You should complete ScheduleR with respect to your relying advisers. Item 7.B. and Section 7.B. of ScheduleD ask questions about the private funds that you advise. You are required to complete a Section 7.B.(1) of ScheduleD for each private fund that you advise, except in certain circumstances described under Item 7 .B. and below. a. If your principal office and place of business is outside the United States, for purposes of Item 7 and Section 7.B. of ScheduleD you may disregard any private fund that, during your last fiscal year, was not a United States person, was not offered in the United States, and was not beneficially owned by any United States person. b. When filing Section 7.B.(1) of ScheduleD for a private fund, you must acquire an identification number for the fund by logging onto the lARD website and using the private fund identification number generator. You must continue to use the same identification number whenever you amend Section 7.B.(l) for that fund. If you file a
Section 7 .B. (I) for a private fund for which an identification number has already been
acquired by another adviser, you must not acquire a new identification number, but must instead utilize the existing number. If you choose to complete a single Section 7.B.(1) for a master-feeder arrangement under instruction 6.d. below, you must acquire an identification number also for each feeder fund.
c. If any private fund has issued two or more series (or classes) of equity interests whose
values are determined with respect to separate portfolios of securities and other assets, then each such series (or class) should be regarded as a separate private fund. In Section 7.B.(l) and 7.B.(2) of ScheduleD, next to the name of the private .fimd, list the name and identification number of the specific series (or class) for which you are filing the sections. This only applies with respect to series (or classes) that you manage as if they were separate funds and not a fund's side pockets or similar arrangements. d. In the case of a master-feeder arrangement (see questions 6-7 of Section 7.B.(1) of
Schedule D), instead of completing a Section 7.B.(l) for each of the master fund and each
feeder fund, you may complete a single Section 7.B.(1) for the master-feeder arrangement under the name of the master fund if the answers to questions 8, 10, 21 and 23 through 28 are the same for all of the feeder funds (or, in the case of questions 24 and 25, if the feeder funds do not use a prime broker or custodian). Ifyou choose to complete a single Section 7.B.(l), you should disregard the feeder funds, except for the following:
(1) Question 11: State the gross assets for the master-feeder arrangement as a whole. (2) Question 12: List the lowest minimum investment commitment applicable to any of the master fund and the feeder funds.

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!Form ADV: Instructions for Part lA Page 111
(3) Questions 13-16: Answer by aggregating all investors in the master-feeder arrangement (but do not count the feeder funds themselves as investors). ( 4) Questions 19-20: For purposes of these questions, the private fund means any of the master fund or the feeder funds. In answering the questions, moreover, disregard the feeder funds' investment in the master fund. (5) Question 22: List all of the Form D SEC file numbers of any of the master fund and feeder funds. e. Additional Instructions:
(1) Question 9: Investment in Registered Investment Companies: For purposes of this question, disregard any open-end management investment company regulated as a money market fund under rule 2a-7 under the Investment Company Act if the private fund invests in such a company in reliance on rule 12dl-1 under the same Act. (2) Question 10: Type of Private Fund: For purposes of this question, the following definitions apply:
"Hedge fund" means any private fund (other than a securitized asset fund):
(a) with respect to which one or more investment advisers (or related persons of investment advisers) may be paid a performance fee or allocation calculated by taking into account unrealized gains (other than a fee or allocation the calculation of which may take into account unrealized gains solely for the purpose of reducing such fee or allocation to reflect net unrealized losses); (b) that may borrow an amount in excess of one-half of its net asset value (including any committed capital) or may have gross notional exposure in excess of twice its net asset value (including any committed capital); or (c) that may sell securities or other assets short or enter into similar transactions (other than for the purpose of hedging currency exposure or managing duration). A commodity pool is categorized as a hedge fund solely for purposes of this question. For purposes of this definition, do not net long and short positions. Include any borrowings or notional exposure of another person that are guaranteed by the private fund or that the private fund may otherwise be obligated to satisfy. "Liquidity fund" means any private fund that seeks to generate income by investing in a portfolio of short-term obligations in order to maintain a stable net asset value per unit or minimize principal volatility for investors. "Private equity fund" means any private fund that is not a hedge fund, liquidity fund, real estate fund, securitized asset fund, or venture capital fund and does not provide investors with redemption rights in the ordinary course.

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!Form ADV: Instructions for Part lA Page 121
"Real estate fund" means any private fund that is not a hedge fund, that does not provide investors with redemption rights in the ordinary course, and that invests primarily in real estate and real estate related assets. "Securitized asset fund" means any private fund whose primary purpose is to issue asset backed securities and whose investors are primarily debt-holders. "Venture capital fund" means any private fund meeting the definition of venture capital fund in rule 203(1)-1 under the Advisers Act. "Other private fund' means any private fund that is not a hedge fund, liquidity fund, private equity fund, real estate fund, securitized asset fund, or venture capital fund. (3) Question 11: Gross Assets. Report the assets of the private fund that you would include in calculating your regulatory assets under management according to instruction 5.b above. (4) Questions 19-20: Other clients' investments: For purposes of these questions, disregard any feeder fund's investment in its master fund. (See questions 6-7 for the definition of "master fund" and "feeder fund.")
7. Item 10: Control Persons
If you are a "separately identifiable department or division" (SID) of a bank, identify on
Schedule A your bank's executive officers who are directly engaged in managing, directing, or
supervising your investment advisory activities, and list any other persons designated by your bank's board of directors as responsible for the day-to-day conduct of your investment advisory activities, including supervising employees performing investment advisory activities.
8. Additional Information.
If you believe your response to an item in Form ADV Part lA requires further explanation, or if you wish to provide additional information, you may do so on ScheduleD, in the Miscellaneous
section. Completion of this section is optional.

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APPENDIXC
GLOSSARY OF TERMS

Advisory Affiliate: Your advisory affiliates are ( 1) all of your officers, partners, or directors
(or any person performing similar functions); (2) all persons directly or indirectly controlling or controlled by you; and (3) all of your current employees (other than employees performing only clerical, administrative, support or similar functions). If you are a "separately identifiable department or division" (SID) of a bank, your advisory affiliates are: (1) all of your bank's employees who perform your investment advisory activities (other than clerical or administrative employees); (2) all persons designated by your bank's board of directors as responsible for the day-to-day conduct of your investment advisory activities (including supervising the employees who perform investment advisory activities); (3) all persons who directly or indirectly control your bank, and all persons whom you control in connection with your investment advisory activities; and (4) all other persons who directly manage any of your investment advisory activities (including directing, supervising or performing your advisory activities), all persons who directly or indirectly control those management functions, and all persons whom you control in connection with those management functions. [Used in: Part IA, Items 7, II, DRPs; Part IB, Item 2}
Annual Updating Amendment: Within 90 days after your firm's fiscal year end, your firm
must file an "annual updating amendment," which is an amendment to your firm's Form ADV that reaffirms the eligibility information contained in Item 2 of Part 1A and updates the responses to any other item for which the information is no longer accurate. [Used in:
Generalinstructions; Part IA Instructions, Introduct01y Text, Item 2; Part 2A, Instructions,
Appendix I Instructions; Part 2B, Instructions]
Borrowings: Borrowings include secured borrowings and unsecured borrowings,
collectively. Secured borrowings are obligations for borrowed money in respect of which the borrower has posted collateral or other credit support and should include any reverse repos (i.e. any sale of securities coupled with an agreement to repurchase the same (or similar) securities at a later date at an agreed price). Unsecured borrowings are obligations for borrowed money in respect of which the borrower has not posted collateral or other credit support. [Used in: Part IA, Instructions, Item 5, ScheduleD}
Brochure: A written disclosure statement that you must provide to clients and prospective
clients. See SEC rule 204-3; Form ADV, Part 2A. [Used in: General Instructions; Used throughout Part 2}
Brochure Supplement: A written disclosure statement containing information about certain
of your supervised persons that your firm is required by Part 2B of Form ADV to provide to clients and prospective clients. See SEC rule 204-3; Form ADV, Part 2B. [Used in:
General Instructions; Used throughout Part 2}
Charged: Being accused of a crime in a formal complaint, information, or indictment (or
equivalent formal charge). [Used in: Part IA, Item 11; DRPs}

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Worm ADV: Glossarv Page2l
7. Client: Any of your firm's investment advisory clients. This term includes clients from which
your firm receives no compensation, such as family members of your supervised persons. If your firm also provides other services (e.g., accounting services), this term does not include clients that are not investment advisory clients. [Used throughout Form ADV and Form ADVW1
8. Commodity Derivative: Exposures to commodities that you do not hold physically, whether
held synthetically or through derivatives (whether cash or physically settled). [Used in: Part 1A, ScheduleD 1
9. Control: The power, directly or indirectly, to direct the management or policies of a person,
whether through ownership of securities, by contract, or otherwise.

Each of your firm's officers, partners, or directors exercising executive responsibility (or
persons having similar status or functions) is presumed to control your firm.
A person is presumed to control a corporation if the person: (i) directly or indirectly has
the right to vote 25 percent or more of a class of the corporation's voting securities; or (ii) has the power to sell or direct the sale of 25 percent or more of a class of the corporation's voting securities.
A person is presumed to control a partnership if the person has the right to receive upon
dissolution, or has contributed, 25 percent or more of the capital of the partnership.
A person is presumed to control a limited liability company ("LLC") if the person: (i)
directly or indirectly has the right to vote 25 percent or more of a class of the interests of the LLC; (ii) has the right to receive upon dissolution, or has contributed, 25 percent or more of the capital of the LLC; or (iii) is an elected manager of the LLC.
A person is presumed to control a trust if the person is a trustee or managing agent of the
trust.
[Used in: General Instructions; Part 1A, Instructions, Items 2, 7, 10, 11, 12, Schedules A, B, C, D, R; DRPs1

Credit Derivative: Single name credit default swap, including loan credit default swap,
credit default swap referencing a standardized basket of credit entities, including credit default swap indices and indices referencing leverage loans, and credit default swap referencing bespoke basket or tranche of collateralized debt obligations and collateralized loan obligations (including cash flow and synthetic) other than mortgage backed securities. [Used in: Part 1A, Schedule D 1

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Worm ADV: Glossary Page3l
11. Custody: Holding, directly or indirectly, client funds or securities, or having any
authority to obtain possession of them. You have custody if a related person holds, directly or indirectly, client funds or securities, or has any authority to obtain possession of them, in connection with advisory services you provide to clients. Custody includes:

Possession of client funds or securities (but not of checks drawn by clients and made
payable to third parties) unless you receive them inadvertently and you return them to the sender promptly, but in any case within three business days of receiving them;
Any arrangement (including a general power of attorney) under which you are
authorized or permitted to withdraw client funds or securities maintained with a custodian upon your instruction to the custodian; and
Any capacity (such as general partner of a limited partnership, managing member of a
limited liability company or a comparable position for another type of pooled investment vehicle, or trustee of a trust) that gives you or your supen,ised person legal ownership of or access to client funds or securities. [Used in: Part 1A, Item 9; Part 1B, Instructions, Item 2; Part 2A, Items 15, 18]

Discretionary Authority or Discretionary Basis: Your firm has discretionary authority
or manages assets on a discretionary basis if it has the authority to decide which securities to purchase and sell for the client. Your firm also has discretionary authority if it has the authority to decide which investment advisers to retain on behalf of the client. [Used in: Part 1A, Instructions, Item 8; Part 1B, Instructions; Part 2A, Items 4, 16, 18;
Part 2B, Instructions]
Employee: This term includes an independent contractor who performs advisory
functions on your behalf. [Used in: Part 1A, Instructions, Items 1, 5, 11; Part 2B, Instructions]
Enjoined: This term includes being subject to a mandatory injunction, prohibitory
injunction, preliminary injunction, or a temporary restraining order. [Used in: Part 1A, Item 11; DRPs]
Equity Derivative: Includes both listed equity derivative and derivative exposure to
unlisted securities. Listed equity derivative includes all synthetic or derivative exposure to equities, including preferred equities, listed on a regular exchange. Listed equity derivative also includes a single stock future, equity index future, dividend swap, total return swap (contract for difference), warrant and right. Derivative exposure to unlisted equities includes all synthetic or derivative exposure to equities, including preferred equities, that are not listed on a regulated exchange. Derivative exposure to unlisted securities also

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IForm ADV: Glossary Page4l includes a single stock future, equity index future, dividend swap, total return swap (contract for difference), warrant and right. [Used in: Part 1A, Schedule D 1
16. Exempt Reporting Adviser: An investment adviser that qualifies for the exemption from
registration under section 203(1) of the Advisers Act because it is an adviser solely to one or more venture capital funds, or under rule 203(m)-1 of the Advisers Act because it is an adviser solely to private funds and has assets under management in the United States of less than $150 million. [Used in: Throughout Part 1A; General Instructions; Form ADV-H; Form ADV-NR1
17. Felony: For jurisdictions that do not differentiate between a felony and a misdemeanor, a
felony is an offense punishable by a sentence of at least one year imprisonment and/or a fine of at least $1,000. The term also includes a general court martial. [Used in: Part 1A, Item 11; DRPs; Part 2A, Item 9; Part 2B, Item 31
18. Filing Adviser: An investment adviser eligible to register with the SEC that files (and
amends) a single umbrella registration on behalf of itself and each of its relying advisers. [Used in: General Instructions; Part 1A, Items 1, 2, 3, 10 and 11; Schedule R1
19. FINRA CRD or CRD: The Web Central Registration Depository ("CRD") system
operated by FINRA for the registration of broker-dealers and broker-dealer representatives. fUsed in: General Instructions, Part 1A, Item 1, Schedules A, B, C, D, R, DRPs; Form ADV-W, Item 11
20. Foreign Exchange Derivative: Any derivative whose underlying asset is a currency other
than U.S. dollars or is an exchange rate. Cross-currency interest rate swaps should be included in foreign exchange derivatives and excluded from interest rate derivatives. [Used in: Part 1A, ScheduleD 1
21. Foreign Financial Regulatory Authority: This term includes (1) a foreign securities
authority; (2) another governmental body or foreign equivalent of a self-regulatory organization empowered by a foreign government to administer or enforce its laws relating to the regulation of investment-related activities; and (3) a foreign membership organization, a function of which is to regulate the participation of its members in the activities listed above. [Used in: Part 1A, Items 1, 11; DRPs; Part 2A, Item 9; Part 2B, Item 31
22. Found: This term includes adverse final actions, including consent decrees in which the
respondent has neither admitted nor denied the findings, but does not include agreements, deficiency letters, examination reports, memoranda of understanding, letters of caution, admonishments, and similar informal resolutions of matters. [Used in: Part 1A, Item 11;
Part 1B, Item 2; Part 2A, Item 9; Part 2B, Item 31

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!Form ADV: Glossary Pagesl
23. Government Entity: Any state or political subdivision of a state, including (i) any
agency, authority, or instrumentality of the state or political subdivision; (ii) a plan or pool of assets controlled by the state or political subdivision or any agency, authority, or instrumentality thereof; and (iii) any officer, agent, or employee of the state or political subdivision or any agency, authority, or instrumentality thereof, acting in their official capacity. [Used in: Part JA, Item 5]
24. Gross Notional Value: The gross nominal or notional value of all transactions that have
been entered into but not yet settled as of the reporting date. For contracts with variable nominal or notional principal amounts, the basis for reporting is the nominal or notional principal amounts as of the reporting date. For options, use delta adjusted notional value. [Used in: Part JA, Schedule D)
25. High Net Worth Individual: An individual who is a qualified client or who is a
"qualified purchaser" as defined in section 2(a)(51)(A) of the Investment Company Act of
1940. [Used in: Part JA, Item 5; ScheduleD]
26. Home State: If your firm is registered with a state securities authority, your firm's "home
state" is the state where it maintains its principal office and place of business. [Used in:
Part JB, Instructions]
27. Impersonal Investment Advice: Investment advisory services that do not purport to meet
the objectives or needs of specific individuals or accounts. [Used in: Part JA, Instructions;
Part 2A, Instructions; Part 2B, Instructions]
28. Independent Public Accountant: A public accountant that meets the standards of
independence described in rule 2-01 (b) and (c) of Regulation S-X (17 CFR 210.2-01 (b) and (c)). [Used in: Item 9; ScheduleD]
29. Interest Rate Derivative: Any derivative whose underlying asset is the obligation to pay or
the right to receive a given amount of money accruing interest at a given rate. Crosscurrency interest rate swaps should be included in foreign exchange derivatives and excluded from interest rate derivatives. [Used in: Part JA, ScheduleD]
30. Investment Adviser Representative: Any of your firm's supervised persons (except those
that provide only impersonal investment advice) is an investment adviser representative, if

the supervised person regularly solicits, meets with, or otherwise communicates with
your firm's clients,
the supervised person has more than five clients who are natural persons and not high
net worth individuals, and

EP02JY15.031</GPH>
IForm ADV: Glossary Page6l

more than ten percent of the supervised person's clients are natural persons and not
high net worth individuals.
NOTE: If your firm is registered with the state securities authorities and not the SEC, your firm may be subject to a different state definition of"investment adviser representative." Investment adviser representatives of SEC-registered advisers may be required to register in each state in which they have a place of business. [Used in: General Instructions; Part 1A, Item 5; Part 2B, Item 1}

Investment Grade: A security is investment grade if it is sufficiently liquid that it can be
sold at or near its carrying value within a reasonably short period of time and is subject to no greater than moderate credit risk. [Used in: Part 1A, Schedule D)
Investment-Related: Activities that pertain to securities, commodities, banking,
insurance, or real estate (including, but not limited to, acting as or being associated with an investment adviser, broker-dealer, municipal securities dealer, government securities broker or dealer, issuer, investment company, futures sponsor, bank, or savings association). [Used in: Part 1A, Items 7, 11, ScheduleD, DRPs; Part 1B, Item 2; Part 2A, Items 9 and 19; Part 2B, Items 3, 4 and 7}
Involved: Engaging in any act or omission, aiding, abetting, counseling, commanding,
inducing, conspiring with or failing reasonably to supervise another in doing an act. [Used in: Part 1A, Item 11; Part 2A, Items 9 and 19; Part 2B, Items 3 and 7}
Legal Entity Identifier: A "legal entity identifier" assigned or recognized by the Global
LEI Regulatory Oversight Committee (ROC) or the Global LEI Foundation (GLEIF).
[Used in: Part 1A, Item 1, Schedules D, R}
Management Persons: Anyone with the power to exercise, directly or indirectly, a
controlling influence over your firm's management or policies, or to determine the general investment advice given to the clients of your firm. Generally, all of the following are management persons:

Your firm's principal executive officers, such as your chief executive officer, chief
financial officer, chief operations officer, chief legal officer, and chief compliance officer; your directors, general partners, or trustees; and other individuals with similar status or performing similar functions;
The members of your firm's investment committee or group that determines general
investment advice to be given to clients; and

EP02JY15.032</GPH>
Worm ADV: Glossary Page7l

If your firm does not have an investment committee or group, the individuals who
determine general investment advice provided to clients (if there are more than five people, you may limit your firm's response to their supervisors). [Used in: Part IE, Item 2; Part 2A, Items 9, IO and I91

Managing Agent: A managing agent of an investment adviser is any person, including a
trustee, who directs or manages (or who participates in directing or managing) the affairs of any unincorporated organization or association that is not a partnership. [Used in: General Instructions; Form ADV-NR; Form ADV-W, Item 81
Minor Rule Violation: A violation of a self-regulatory organization rule that has been
designated as "minor" pursuant to a plan approved by the SEC. A rule violation may be designated as "minor" under a plan if the sanction imposed consists of a fine of $2,500 or less, and if the sanctioned person does not contest the fine. (Check with the appropriate self-regulatory organization to determine if a particular rule violation has been designated as "minor" for these purposes.) [Used in: Part IA, Item II 1
Misdemeanor: For jurisdictions that do not differentiate between a felony and a
misdemeanor, a misdemeanor is an offense punishable by a sentence ofless than one year imprisonment and/or a fine ofless than $1,000. The term also includes a special court martial. [Used in: Part IA, Item II; DRPs; Part 2A, Item 9; Part 2B, Item 31
Net Asset Value: With respect to any client, the gross assets of the client's accounts
minus any outstanding indebtedness or other accrued but unpaid liabilities. [Used in: Part JA, Item 5]
Non-Investment Grade: A security is non-investment grade if it is not an investment
grade security. [Used in: Part JA, ScheduleD]
Non-Resident: (a) an individual who resides in any place not subject to the jurisdiction of
the United States; (b) a corporation incorporated in or that has its principal office and place of business in any place not subject to the jurisdiction of the United States; and (c) a partnership or other unincorporated organization or association that is formed in or has its principal office and place of business in any place not subject to the jurisdiction of the United States. [Used in: General Instructions; Form ADV-NR1
Notice Filing: SEC-registered advisers may have to provide state securities authorities
with copies of documents that are filed with the SEC. These filings are referred to as "notice filings." [Used in: General Instructions; Part JA, Item 2; Execution Page(."l); Form ADV-W1

EP02JY15.033</GPH>
Worm ADV: Glossary Pagesl
43. Order: A written directive issued pursuant to statutory authority and procedures, including
an order of denial, exemption, suspension, or revocation. Unless included in an order, this term does not include special stipulations, undertakings, or agreements relating to payments, limitations on activity or other restrictions. [Used in: Part IA, Items 2 and II; Schedules D, R; DRPs; Part 2A, Item 9; Part 2B, Item 3}
44. Other derivative: Any derivative that is not a commodity derivative, credit derivative,
equity derivative, foreign exchange derivative or interest rate derivative. [U.sed in:
Part IA, ScheduleD}
45. Parallel Managed Account: With respect to any registered investment company or
business development company, a parallel managed account is any managed account or other pool of assets that you advise and that pursues substantially the same investment objective and strategy and invests side by side in substantially the same positions as the identified investment company or business development company that you advise. [Used in: Part IA, ScheduleD}
46. Performance-Based Fee: An investment advisory fee based on a share of capital gains
on, or capital appreciation of, client assets. A fee that is based upon a percentage of assets that you manage is not a performance-based fee. [Used in: Part IA, Item 5; Part 2A, Items 6 and I9}
47. Person: A natural person (an individual) or a company. A company includes any
partnership, corporation, trust, limited liability company ("LLC"), limited liability partnership ("LLP"), sole proprietorship, or other organization. [Used throughout Form ADVandFormADV-W]
48. Principal Office and Place of Business: Your firm's executive office from which your
firm's officers, partners, or managers direct, control, and coordinate the activities of your firm. [Used in: Part IA, Instructions, Items I and 2; Schedules D, R; Form ADV-W, Item I]
49. Private Fund: An issuer that would be an investment company as defined in section 3 of
the Investment Company Act of 1940 but for section 3(c)(l) or 3(c)(7) of that Act. [Used in: Part IA, Items 2, 5, 7, and 9; ScheduleD; General Instructions; Part IA, Instructions].
50. Proceeding: This term includes a formal administrative or civil action initiated by a
governmental agency, self-regulatory organization or foreign financial regulatory authority; a felony criminal indictment or information (or equivalent formal charge); or a misdemeanor criminal information (or equivalent formal charge). This term does not include other civil litigation, investigations, or arrests or similar charges effected in the absence of a formal criminal indictment or information (or equivalent formal charge). {U.'Ied in: Part IA, Item II; DRPs; Part IE, Item 2; Part 2A, Item 9; Part 2B, Item 3}

EP02JY15.034</GPH>
!Form ADV: Glossary Page9l
51. Qualified Client: A client that satisfies the definition of qualified client in SEC rule
205-3. [Used in: ScheduleD ; General Instructions 1
52. Related Person: Any advisory affiliate and any person that is under common control
with your firm. [Used in: Part IA, Items 7, 8, 9; ScheduleD; Form ADV-W, Item 3; Part 2A, Items IO, II, I2, I4; Part 2A, Appendix I, Item 61
53. Relying Adviser: An investment adviser eligible to register with the SEC that relies on a
filing adviser to file (and amend) a single umbrella registration on its behalf. [Used in:
General Instructions; Part IA, Items I, 7, II; ScheduleD; ScheduleR]
54. Self-Regulatory Organization or SRO: Any national securities or commodities
exchange, registered securities association, or registered clearing agency. For example, the Chicago Board of Trade ("CBOT"), FINRA and New York Stock Exchange ("NYSE") are self-regulatory organizations. [Used in: Part IA, Item II; DRPs; Part IE, Item 2; Part 2A, Items 9 and I9; Part 2B, Items 3 and 7]
55. Sovereign Bonds: Any notes, bonds and debentures issued by a national government
(including central government, other governments and central banks but excluding U.S. state and local governments), whether denominated in a local or foreign currency. [Used in: Part IA, Schedule D1
56. Sponsor: A sponsor of a wrap fee program sponsors, organizes, or administers the
program or selects, or provides advice to clients regarding the selection of, other investment advisers in the program. [Used in: Part IA, Item 5; ScheduleD; Part 2A, Instructions, Appendix I Instructions 1
57. State Securities Authority: The securities commissioner or commission (or any agency,
office or officer performing like functions) of any state of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, or any other possession of the United States. [Used throughout Form ADV]
58. Supervised Person: Any of your officers, partners, directors (or other persons occupying
a similar status or performing similar functions), or employees, or any other person who provides investment advice on your behalf and is subject to your supervision or control. [Used throughout Part 2]
59. Umbrella Registration: A single registration by a filing adviser and one or more
relying advisers who collectively conduct a single advisory business and that meet the conditions set forth in General Instruction 5. [Used in: General Instructions; Part IA, Items I, 2, 3, 7, IO and II; ScheduleD; Schedule R1

EP02JY15.035</GPH>
IFonn ADV: Glossary Page tol
60. United States person: This term has the same meaning as in rule 203(m)-1 under the
Advisers Act, which includes any natural person that is resident in the United States. [Used in: Part 1A, Instructions; Item 5; ScheduleD}
61. Wrap Brochure or Wrap Fee Program Brochure: The written disclosure statement that
sponsors of wrap fee programs must provide to each of their wrap fee program clients. [Used in: Part 2, General Instructions; Used throughout Part 2A, Appendix 1}
62. Wrap Fee Program: Any advisory 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 the execution of client transactions. [Used in: Part 1, Item 5; ScheduleD; Part 2A, Instructions, Item 4, used throughout Appendix 1; Part 2B, Instructions}

EP02JY15.036</GPH>
APPENDIXD
FORM ADV (Paper Version)

UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
AND
REPORT BY EXEMPT REPORTING ADVISERS
WARNING: Complete this fom1 truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this fonn updated by filing periodic amendments. See Form ADV General Instruction 4. Check the box that indicates what you would like to do (check all that apply):
SEC or State Registration:
0 Submit an initial application to register as an investment adviser with the SEC.
0 Submit an initial application to register as an investment adviser with one or more states. 0 Submit an annual updating amendment to your registration for your fiscal year ended ___ _ 0 Submit an other-than-annual amendment to your registration. SEC or State Report by Exempt Reporting Advisers:
0 Submit an initial report to the SEC.
0 Submit a report to one or more state securities authorities.
0 Submit an annual updating amendment to your report for your fiscal year ended ___ _ 0 Submit an other-than-annual amendment to your report. 0 Subtnit a final report. Item 1 Identifying Information Responses to tllis Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, tl1e infonnation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration. A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
B. (1) Name under which you primarily conduct your advisory business, if different from Item l.A. List on Section l.B. of ScheduleD any additional names under which you conduct your advisory business. (2) If you are using this Form ADV to register more than one investment adviser tmder an umbrella registration, check this box D. lfyou check this box, complete a Schedule Rjbr each relying adviser.
C. If this filing is reporting a change in your legal name (Item l.A.) or primary business name (Item l.B. ),
enter the new name and specify whether the name change is of 0 your legal name or 0 your primacy business name:
D. (1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-____ _

EP02JY15.037</GPH>
YourNmne __________________ _ CRD Number _________ _ FORMADV
Part 1A
Date SEC 801- or 802 ~N.T_um-t'b·eJ: _________ _ (2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-____ _ (3) If you have Central Index Key numbers assigned by the SEC ("CIK Number"), all of your CIK numbers: ---- E. If you have one or more numbers ("CRD Numbers") assigned by the FINRA 's CRD system or by the lARD system, all of your CRD numbers:
Ifyourfirm does not have a CRD number, skip this Item i.E. Do not provide the CRD number of one ~f your officers, emplo.vees, or affiliates. F. Principal Office and Place 4Business (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: D List on Section l.F. of ScheduleD any office, other than your principal ~!Jice 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 SEC registration, ~[you are registered onZv with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as ~[the end of your most recently completed.fiscal year. (2) Days of week that you normally conduct business at your principal office and place of business:
0 Monday- Friday 0 Other: _________________ _
Normal business hours at this location:
(3) Telephone number at this location: ___________________ _ (area code) (telephone number) (4) Facsimile number at this location, if any: __________________ _ (area code) (facsimile number) (5) What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completed fiscal year?

EP02JY15.038</GPH>
FORMADV
Part lA
YourNmne ________________ __
Date ________________ __
CRD Number ________________ __
SEC 801- or 802 Number ------------------
G. Mailing address, if different from your principal office and place of business address:
(number and street)
(city) ( state/conntcy) (zip+4/postal code)
If this address is a private residence, check this box: D H. If you are a sole proprietor, state your full residence address, if different from your principal office and place ofbusiness address in Item l.F.:
(number and street)
(city) ( state/conntcy) (zip+4/postal code)
I. Do you have one or more web sites or websites for social media platforms used by your firm (including, but
not limited to, Twitter, Facebook and Linkedin)?
YesD NoD
If '~yes," list all firm website addresses on Section 1.1. of Schedule D. If a website address serves as a portal through which to access other information you have published on the 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 (e-mail) addresses or social media websites of employees in response to this Item. J. Chief Compliance Officer ( 1) Provide the name and contact information of your Chief Compliance Officer: If you are ru1 exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, if you have one. If not, you must complete Item l.K. belmv. (nmne) (other titles, if any) (area code) (telephone nmnber) (area code) (facsimile number, if any) (number and street) (city) (state/ country) (zip+4/postal code) (electronic mail (e-mail) address, if Chief Compliance Officer has one) (2) If your Chief Compliance Officer is compensated or employed by any person oilier than you or a related person for providing chief compliance officer services, provide tlle person 's name and IRS Employer Identification Number (if any): __________________ _

EP02JY15.039</GPH>
FORMADV
Part lA
YourNrune __________________ _
Date _________ _
CRD Number _________ _
SEC 801- or 802 Number ________ _
K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide that information here. (name) (titles) (area code) (telephone number) (area code) (facsimile number, if any) (number and street) (city) (state/ country) (zip+4/postal code) (electronic mail (e-mail) address, if contact person has one)
L. Do you maintain some or all of the books and records you are required to keep under Section204 of the
Advisers Act, or si1nilar state law, somewhere other than your principal office and place of business? YesO No D If':yes, "complete Section l.L. ofSchedule D. M. Are you registered with a foreign financial regulatory authority? Yes D NoD 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 l.M of Schedule D. N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934? YesD NoD
0. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
YesD NoD
If yes, what is the approximate runount of your assets:
$1 billion to less than $10 billion 0
$10 billion to less than $50 billion 0
$50 billion or more 0
For purposes of Item 1.0. on(y, ''assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total asset5 using the total assets shown on the balance sheet for your most recent fiscal year end.

EP02JY15.040</GPH>
FORMADV
Part lA
Your Name Dare_-------------
CRD Number ________ _
SEC 801- or 802 Number ________ _
P. Provide your Legal Entity Identifier if you have one: ______________ _ A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier. Item 2 SEC Registration Responses to this Item help us (and you) detennine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annual updating amendment to your SEC registration. If you are filing an umbrella registration, the infonnation in Item 2 should be provided for the filing adviser only. A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(l) through 2.A.(l2), 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.(l3). Part lA Instruction 2 provides information to help you detennine whether you may affinnatively respond to each of these items. You (the adviser):
D (1) are a large advisory firm that either:
(a) has regulatory assets under management of$100 million (in U.S. dollars) or more, or (b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC; D (2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:
(a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business, or (b) not subject to examination by the state securities authority of the state where you maintain your principal office and place of business; Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority. 0 (3) have your principal office and place of business in Wyoming (which does not regulate advisers); 0 (4) have your principal office and place of business outside the United States; 0 (5) are an investment adviser (or sub-adviser) to an investment company registered under the Investment Company Act of 1940; 0 (6) are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets under management;

EP02JY15.041</GPH>
FORMADV
Part lA
YourNmne ________________ __ CRD Number ________________ __ Date ________________ __ SEC 801- or 802 Number ________________ _ D (7) are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a); D (8) are a related adviser under rule 203A-2(b) 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; If you check this box, complete Section 2.A.(8) ofSchedule D. D (9) are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days; If you check this box, complete Section 2.A.(9) ofSchedule D. D (10) are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d); If you check this box, complete Section 2.A.(l0) o.fSchedule D. D (11) are an Internet adviser relying on rule 203A-2(e); D (12) have received an SEC order exempting you from the prohibition against registration with the SEC; Ifyou check this box, complete Section 2.A.(J2) of Schedule D. D (13) are no longer eligible to remain registered with the SEC. SEC Reporting by Exempt Reporting Advisers B. Complete this Item 2.B. only if you are reporting to the SEC as an exempt reporting adviser. Check all that apply. You:
D (1) qualify for the exemption from registration as an adviser solely to one or more venture capital funds; D (2) qualify for the exemption from registration because you act solely as an adviser to private funds and have assets under management in the United States of less than $150 million; D (3) act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2) because you have assets under management in the United States of $150 million or more. If you check box (2) or (3), complete Section 2.B. of Schedule D. State Securities Authority Notice Filings and State Reporting by Exempt Reporting Advisers
C. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy
of the Form ADV m1d ru1y mnendments they file with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any mnendments they file with the SEC. If tlris is an initial application or report, check the box( es) nex1 to the state(s) that you would like to receive notice of tlris and all subsequent filings or reports you submit to

EP02JY15.042</GPH>
FORMADV
Part lA
YourNmne ________________ _ CRD Number ________________ _ Dme ________________ _ SEC 801- or 802 Number ________________ _ the SEC. If this is an mnendment to direct your notice filings or reports to additional state( s ), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s). DAL OCT OAK ODE DAz ODe DAR DFL DCA 0GA 0CO 0GU DHI Om OIL DIN DIA OKS DKY DMN DNH DOH DLA OMS 0NJ OOK DME 0MO DNM OOR DMD DMT DNY DPA DMA ONE ONe DPR DMI DNV DND DRI osc 0SD DTN DTX OUT DVT DVI OVA DWA owv OWl If you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31). Item 3 Form of Organization If you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only. A. How are you organized? D Corporation D Partnership D Sole Proprietorship D Limited Liability Partnership (LLP) D Limited Liability Company (LLC) D Limited Partnership (LP) D Other (specify): _________________________ _ If you are changing your response to this Item, see Part lA Instruction4. B. In what month does your fiscal year end each year?
C. Under the laws of what state or country are you organized? ________ _
Ifyou 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 JA Instruction 4. Item 4 Successions A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for exmnple, a change of your structure or legal status (e.g., form of organization or state of incorporation)? DYes D No If 'yes," complete Item 4.B. and Section 4 of Schedule D.

EP02JY15.043</GPH>
FORMADV
Part lA
Your Name
B. Date of Succession:
CRDNmnber ------------------- ------------------ SEC 801- or 802 Ntuuut:_I ________________ _ (mm/dd/yyyy) Ifyou have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No. " See Part JA 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 lA Instruction 5 .a. provides additional guidance to newly fonned advisers for completing this Item 5. Employees If you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A and Items 5.B. (1), (2), (3), (4), and (5). If an employee performs more than one function, you should count that employee in each ofyour responses to Items 5.B.(l), (2), (3), (4) and (5). A. Approximately how many employees do you have? Include full- and part -time employees but do not include any clerical wmkers. B. ( 1) Approximately how many of the employees reported in 5 .A. perfonn investment advisory ftmctions (including research)? (2) Approximately how many of the employees reported in 5.A. are registered representatives of a brokerdealer? (3) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives? (4) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser other than you? ( 5) Approximately how many of the employees reported in 5 .A. are licensed agents of an insurance company or agency? (6) Approximately how many finns or other persons solicit advisory clients on your behalf? In your response to Item 5.B. (6), do not count any ofyour employees and count a firm on~v once- do not count each of the firm's employees that solicit on your behalf

EP02JY15.044</GPH>
FORMADV
Part lA
Your Name _________ _ CRD Number ________ _
Date ________ _ SEC 801- or 802 Number ________ _ In your responses to Items 5. C. and 5.D. do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship >l'ith those investors.
C. (1) To approximately how many clients for whom you do not have regulatory assets under management
did you provide investment advisory services during your most recently completed fiscal year? (2) Approximately what percentage of your clients are non-United States persons? ___ % D. For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401 (k) plans and IRAs of individuals and their family members, but does not include businesses organized as sole proprietorships. The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(2) below. Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. The aggregate amount of regulatory assets under management reported in Item 5.D.(2) should equal the total amount of regulatory assets under management reported in Item 5.F.(2) below. Type of Client (1) Number of (2) Amount of Client(s) Regulatory Assets under Management (a) Individuals (other than high net worth individuals) (b) High net worth individuals (c) Banking or thrift institutions (d) Investment companies (e) Business development companies (f) Pooled investment vehicles (other than investment companies) (g) Pension and profit sharing plans (but not the plan participants or government pension plans) (h) Charitable organizations (i) Corporations or other businesses not listed above (j) State or municipal government entities (including government pension plans) (k) Other investment advisers (1) Insurance companies (m) Sovereign wealth funds and foreign official institutions (n) Other:

EP02JY15.045</GPH>
YourNrume ________________ __ CRD Number ________________ __ FORMADV
Part lA
Date ________________ __ SEC 801- or 802 Number ________________ _ Compensation Arrangements E. You are compensated for your investment advisory services by (check all that apply):
D ( 1) A percentage of assets under your management D (2) Hourly charges D (3) Subscription fees (for a newsletter or periodical) D ( 4) Fixed fees (other than subscription fees) D (5) Commissions D (6) Performance-basedfees D (7) Other (specify):
Regulatorv Assets Under Management
F. (1) Do you provide continuous and regular supervisory or management services to securities portfolios? D Yes D No (2) If yes, what is the amount of your regulatory 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) (f)
Part JA Instruction 5.b. explains how to calculate your regulatory assets under management. You must
follow these instructions carefully when completing this Item.
(3) What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to non-U.S. clients? Advisorv Activities G. What type(s) of advisory services do you provide? Check all that apply. D (1) Financial planning services D (2) Portfolio management for individuals and/or small businesses D (3) Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of 1940) D ( 4) Portfolio management for pooled investment vehicles (other than investment companies) D ( 5) Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles) D (6) Pension consulting services D (7) Selection of other advisers (including private fimd managers) D (8) Publication of periodicals or newsletters D (9) Security ratings or pricing services D (10) Market timing services D ( 11) Educational seminars/workshops D (12) Other (specify):

EP02JY15.046</GPH>
FORMADV
Part lA
Your Name ------------------- Date ________ _
CRDNumber ------------------- SEC 801- or 802 Number ________ _ 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, including as a subadviser. ~f you check Item 5.G.(3}, report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of Schedule D. H. If you provide financial planning services, to how many clients did you provide these services during your last fiscal year? Do D 1-1o D More than 500 D 11-25 D 26-5o D 51-Ioo D IOI-25o D 251- 5oo If more than 500, how many?___ (round to the nearest 500) In your responses to this Item 5.H., do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.
I. (l) Do you participate in a wrap fee program? D Yes D No.
(2) If you participate in a wrap.foe program, what is the amount of your regulatory assets under management attributable to acting as:
(a) sponsor to a wrap foe program
(b) a portfolio manager for a wrap fee program? $ __ If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.1. (2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap foe programs to your clients, or you advise a mutualfimd that is offered through a wrap fee program, do not check Item 5.1.(1) or enter any amounts in response to Item 5.1(2). J. (1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments? D Yes D No (2) Do you report client assets in Item 4.E of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management? D Yes D No K. Separately Managed Account Clients (l) Do you have regulatory assets lmder management attributable to clients other than those listed in Item 5.D.(2)(d)-(f) (separately managed account clients)? D Yes D No If yes, complete Section 5.K.(l) ofSchedule D. (2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise? D Yes D No If yes, complete Section 5.K.(2) of Schedule D.

EP02JY15.047</GPH>
FORMADV
Part 1A
Pa e 12 of21
Your
(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients thatyouadvise? D Yes D No If yes, complete Section 5.K.(2) ofSchedule D. ( 4) After subtracting the amounts in Item 5 .D. (2)( d)-( f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amount of regulatory assets under management? DYes D No Ifyes, complete Section 5.K.(3) ofSchedule D for each custodian. Item 6 Other Business Activities In this Item, we request infonnation about your finn's other business activities. A. You are actively engaged in business as a (check all that apply):
D (1) broker-dealer (registered or unregistered) D (2) registered representative of a broker-dealer D (3) connnodity pool operator or commodity trading advisor (whether registered or exempt from registration) D ( 4) futures commission merchant D (5) real estate broker, dealer, or agent D (6) insurance broker or agent D (7) bank (including a separately identifiable department or division of a bank) D (8) tmst company D (9) registered municipal advisor D (10) registered security-based swap dealer D (11) major security-based swap participant D (12) accountant or accounting finn D ( 13) lawyer or law finn D (14) other financial product salesperson (specify): _______________ _ If you engage in other business using a name that is d[!Jerent.from the names reported in Items l.A. or l.B. (1), complete Section 6.A. of Schedule D. B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)? D Yes D No (2) If yes, is this other business your primary business? D Yes D No If 'yes," describe this other business on Section 6.B. (2) of ScheduleD, and if you engage in this business under a different name, provide that name. (3) Do you sell products or provide services other than investment advice to your advisory clients? DYes D No If 'yes," describe this other business on Section 6.B. (3) of ScheduleD, and if you engage in this business under a different name, provide that name.

EP02JY15.048</GPH>
Your Name _________________ __ CRD Number ________ _ FORMADV
Part lA
Date ________ _ SEC 801- or 802 Number ________ __ Item 7 Financial Industry Affiliations and Private Fund Reporting In this Item, we request infonnation about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients. A This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that is under common control with you. You have a related person that is a (check all that apply):
D (1) broker-dealer, municipal securities dealer, or govennnent securities broker or dealer (registered or unregistered) D (2) other investment adviser (including financial planners) D (3) registered municipal advisor D (4) registered security-based swap dealer D (5) major security-based swap participant D (6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) D (7) futures commission merchant D (8) banking or thrift institution D (9) trust company D (10) accountant or accounting finn D (ll)lawyer or law firm D (12) insurance company or agency D (13)pension consultant D (14)real estate broker or dealer D ( 15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles D ( 16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Note that Item 7.A should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number ofyour firm's employees who perform investment advisoryfunctions should be disclosed under Item 5.B(J). The number ofyour firm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B(2). Note that if you are filing an umbrella registration, you should not check Item 7.A. (2) with respect to your re~ving advisers, and you do not have to complete Section 7.A. in ScheduleD for your relying advisers. You should complete a Schedule Rfor each re~ying adviser. For each related person, includingforeign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule Dfor any related person ~f (1) you have no business dealings with the related person in connection with advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) }'OU do not refer clients or business to the related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that }'OUr relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of ScheduleD for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fund transfor agent

EP02JY15.049</GPH>
FORMADV
Part 1A
Your Name ________________ __ CRD Number ________________ __ Date ________________ __ SEC 801- or 802 Number ________________ _ pursuant to rule 206(4)-2(b)(J)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act. B. Are you an adviser to any private fund? D Yes D No If 'yes, " then for each private fund that you advise, you must complete a Section 7.B. (1) ofSchedu le D, except in certain circumstances described in the next sentence and in Instruction 6 of the Instructions to
Part JA. If you are registered or applying for registration with the SEC or reporting as an SEC exempt
reporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section 7.B.(l) of ScheduleD of its FormADV (e.g., if you are a subadviser), do not complete Section 7.B. (1) of ScheduleD with respect to that private fund. You must, instead, complete Section 7.B. (2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fimd client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant to rule 204- 2(d), you may identifY the private fund in Section 7.B. (1) or 7.B. (2) of ScheduleD using the same code or designation in place of the fund's name. Item 8 Participation or Interest in Client Transactions In this Item, we request infonnation about your participation and interest in your clients' transactions. This infonnation identifies additional areas in which conflicts of interest may occur between you and your clients. Your responses to these questions should be based on the types of participation and interest that you expect to engage in during the next year. Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates. Proprietary Interest in Client Transactions A Do you or any related person:
(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.(l) or (2))? Sales Interest in Client Transactions B. Do you or any related person:
(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)? D

EP02JY15.050</GPH>
FORMADV
Part 1A
YourNrume __________________ _ CRD Number ________ _ Date SEC 801- or 802 Number _______ _ (2) recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for which you or auy related person serves as underwriter or general or managing partner? (3) recommend purchase or sale of securities to advisory clients for which you or any related person has auy other sales interest (other thau 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 detennine the:
(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) comtnission rates to be paid to a broker or dealer for a client's securities transactions? D. If you answer"yes" to C.(3) above, are auy of the brokers or dealers related persons? D D E. Do you or any related person recommend brokers or dealers to clients? D D F. If you answer "yes" toE above, are auy of the brokers or dealers related persons? D D G. (1) Do you or any related person receive research or other products or setvices other thau execution from a broker-dealer or a third party ("soft dollar benefits") in connection with client securities transactions? D D (2) If"yes" to G.(l) above, are all the "soft dollar benefits" you or auy related persons receive eligible "research or brokerage setvices" under section 28(e) of the Securities Exchange Act ofl934? D D H. (l) Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals? D D (2) Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for the finn (cash or non-cash compensation in addition to the employee's regular salary)? D D
I. Do you or any related person, including any employee, directly or indirectly, receive
compensation from any person ( otl1er than you or any related person) for client referrals? In your response to Item 8.1., do not include the regular salary you pay to an employee. D D

EP02JY15.051</GPH>
FORMADV
Part lA
Your Name _________ _ CRD Number ________ _
Date ________ _ SEC 801- or 802 Number ________ _ In responding to Items 8.H and 8.1., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H) or received from (in answering Item 8.1) any person in exchange for client reforrals, including any bonus that is based, at least in part, on the number or amount of client reforrals. Item 9 Custody In this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the Investment Company Act of 1940) assets and about your custodial practices. A. (1) Do you have custody of any advisory clients':
(a) cash or bank accounts?
(b) securities?
D
Ifyou are registering or registered with the SEC, answer "No'·' to Item 9.A.(l)(a) and (b) if you have custody solely because (i) you deduct your advisory fees direct(v from your clients' accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you have overcome the presumption that you are not operational~y independent (pursuant to Advisers Act rule 206(4)-(2)(d)(5)) from the related person. (2) If you checked "yes" to Item 9.A.(l)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which you have custody:
U.S. Dollar Amount Total Number of Clients
(a) ______ _ (b) ____ _
If you are registering or registered with the SEC and you have custody solely because you deduct your advis01y fees directly from your clients' accounts, do not include the amount of those assets and the number of those clients in your response to Item 9.A. (2). If your related person has custody of client assets in connection with advisory services you provide to clients, do not include the amount of those assets and the number of those clients in your response to Item 9.A. (2). Instead, include that information in _y•our response to Item 9.B. (2). B. (1) In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advis01y clients': Yes No (a) cash or bank accounts? (b) securities? You are required to answer this item regardless of how you answered Item 9.A.(l)(a) or (b). D D (2) If you checked "yes" to Item 9.B.(l)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which your related persons have custody:
U.S. Dollar Amount Total Number of Clients
(a)$ ____ _ (b) ____ _
D
D

EP02JY15.052</GPH>
Your CRD FORMADV
Part 1A
Pa e 17 of21
Date _________ _ SEC 801- or 802 Number ________ _
C. If you or your related persons have custoc{y of client funds or securities in connection with advisory
services you provide to clients, check all the following that apply:
D (1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage. D (2) An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements are distributed to the investors in the pools. D (3) An independent public accountant conducts an annual surprise examination of client funds and securities. D ( 4) An independent public accountant prepares an intemal control report with respect to custodial services when you or your related persons are qualified custodians for client funds and securities. If you checked Item 9.C.(2), C.(3) or C. (4), list in Section 9.C. ofSchedule D the accountants that are engaged to perform the audit or examination or prepare an internal control report. (Ifyou checked Item 9.C (2), you do not have to list auditor information in Section 9.C of ScheduleD if you already provided this information with respect to the private fund'l you advise in Section 7.B. (1) of Schedule D). D. Do you or your related person(s) act as qualified custodians for your clients in connection with advisory services you provide to clients? ( 1) you act as a qualified custodian (2) your related person(s) act as qualified custodian(s) Yes IT D No D D ~{you checked 'yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfor agent pursuant to rule 206(4)-2(b)(l)) must be ident{fied in Section 7.A. ofSchedule D, regardless of whether you have determined the related person to be operational~y independent under rule 206(4)-2 of the Advisers Act. E. If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last fiscal year, provide the date (MMIYYYY) the examination co111111enced:
F. If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons, act as qualified custodians for your clients in connection with advisory services you provide to clients? _____ _ Item 10 Control Persons In tltis Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10 should be provided for the filing adviser only. If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for infonnation about your direct owners and executive officers. Schedule B asks for information about your indirect owners. If tltis 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 or report, you must complete
Schedule C.

EP02JY15.053</GPH>
FORMADV
Part lA
YourNmne __________________ _ CRD Number _________ _ Pa e 18 of2l SEC 801- or 802 A. Does any person not nmned in Item l.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? D Yes D No If yes, complete Section JO.A. ofSchedule D. B. If any person nmned in Schedules A, B, or Cor in Section IO.A. of ScheduleD is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please complete Section lO.B. of Schedule D. Item 11 Disclosure Information In this Item, we ask for infonnation about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to detennine whether to grant your application for registration, to decide whether to revoke your registration or to place lilnitations 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. In accordance with General Instmction 5 to Form ADV, "you" and "your" includes the filing adviser and all relying advisers under an umbrella registration. Your advisory affiliates are: (l) all of your current employees (other than employees perfonning only clerical, ad1ninistrative, 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 detennine who your advisory affiliates are. ffyou are registered or registering with the SEC or if you are an exempt reporting adviser, 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 }'Our disclosure to ten years following the date of an event on~v in responding to Items ll.A. (1), ll.A. (2), ll.B. (1), ll.B. (2), I J.D. (4), and ll.H(l)(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 ofappeaf.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. Do any of the events below involve you or any of your supervised persons? For "ves" answers to the following questions, complete a Criminal Action DRP:
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 folony? (2) been charged with any felony? Yes IT D D No D If you are registered or registering with the SEC, or ifyou are reporting as an exempt reporting adviser, you may limit your response to Item ll.A. (2) to charges that are currently pending.

EP02JY15.054</GPH>
FORMADV
Part 1A
YourNrune __________________ _ CRD Number _________________ _ Date ________________ _ SEC 801- or 802 Number _________ _ 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 connuit any of these offenses? (2) been charged with a misdemeanor listed in Item 1l.B.(1)? D If you are registered or registering with the SEC, or ifyou are reporting as an exempt reporting adviser, you may limit your response to Item ll.B. (2) to charges that are currently pending. For "yes" answers to the following questions, complete a Regulatory Action DRP:
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) finmd 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 a.ffiliate 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 regulator_y· 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 investmentrelated business having its authorization to do business deuied, suspended. revoked, or restricted? ( 4) in the past ten years, entered an order against you or any advisory a.ffiliate in connection with an investment-related activity? (5) ever denied, suspended, or revoked your or any advisory a.ffiliate '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? D

EP02JY15.055</GPH>
FORMADV
Part lA
Your Na_m __e~ _________ _ CRD Number ________ _ Date ________ _ SEC 801- or 802 Number ________ _ 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)? (3) found you or any advisory affiliate to have been the cause of an investmentrelated 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 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 ofltem ll.C., ll.D., or ll.E.? For "ves" answers to the following guestions. complete a Civil Judicial Action DRP:
H. (1) Has any domestic or foreign court:
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any D investment-related activity? D D (b) ever found that you or any advisory ajjiliate were involved in a violation of investment-related statutes or regulations? D D (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? D D (2) Are you or any advisory affiliate now tl1e subject of any civil proceeding that could result in a "yes" answer to any part of Item ll.H( 1 )? D D 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 regulatory assets under management ofless than $25 1nillion. You are not required to

EP02JY15.056</GPH>
Your Name CRDNumber FORMADV
Part 1A Date___ ____ _ ------------------ SEC 801- or 802 Number
answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or s·witching from SEC to state registration. For purposes of this Item 12 only:

Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In
detennining 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. A. Did you have total assets of $5 rnillion 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. Doyou:
( 1) control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of$25 million or more on D D the last day of its most recent fiscal year? 0 0 (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? 0 0
C. Areyou:
(l) controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) 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? D

EP02JY15.057</GPH>
FORMADV
Schedule A
YourNmn ____ e_ ________________ __
Date_
Direct Owners and Executive Officers
SEC File N.o ___________ _
CRDNo ________________ _
l. Complete Schedule A only if you are submitting an initial application or report Schedule A asks for information about your direct owners and
executive officers. Use Schedule C to amend this information.
2. Direct Owners and Executive Otiicers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer (Chief Compliance Officer is required if you are registered or applying for registration and cannot be more than one individual), director and any other individuals with similar status or functions; (b) if you are organized as a corporation, each shareholder that is a direct ow11er 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 ow11ers 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 ovms 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 tmst 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? 0 Yes 0 No
4. In the DE/FE/I colunm below, enter "DE" if tl1e oW11er 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, tmstee, sole proprietor, elected manager,
shareholder, or member: and for shareholders or members, the class of securities mmed (if more than one is issued).
6. Ownership codes are: NA - less than 5%
A- 5% but less than I 0%
B - 10% but less than 25%
C - 25% but less than 50%
D- 50% but less than 75%
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 otiicers 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 (c) Complete each column. FULL LEGAL NAME DE/FE/I Title or Status Date Title Ownership Control CRDNo. (Individuals: Last Name, or Status Code Person IfNone: S.S. No. and First Name, Middle Name) Acquired Date of Birth, IRS Tax No. or Employer ID No. MM yyyy PR

EP02JY15.058</GPH>
FORMADV Your Name _________ _ SEC File
Schedule B Date ________ _ CRD No. _______ _
Indirect Owners

Complete Schedule B only if you are submitting an initial application or report. 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.
Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:
(a) in the case of an ovvner that is a corporation, each of its shareholders that beneficially O\vns, 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 ofthe partnership's capital; (c) in the case of an owner that is a tmst, the trust and each trustee; and (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.
Continue up the chain of ownership listing all25% 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.
In the DE/FEll colmm1 below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign
coll!1try, or 'T' if the O\ller is an individual.
Complete the Status column by entering the O\vner'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).
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)
(a) In the Control Person colmnn, 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 Ul1der this definition, most executive officers and all25% owners, general partners, elected managers, and trustees are control persons. (b) In the PR colll11lli, enter "PR" if the owner is a public reporting company under Sections 12 or 15( d) of the Exchange Act. (c) Complete each column. FULL LEGAL NAME DE/FE/I Entity in Which Status Date Ownership Control CRDNo. (Individuals: Last Name, Interest is Owned Status Code Person IfNone: S.S. No. and First Name, Middle Name) Acquired Date of Birth, IRS Tax No. Employer ID No. MM yyyy PR or

EP02JY15.059</GPH>
FORMADV
Schedule C
Your Name _________ _
Date ________ _
Amendments to Schedules A and B
SEC File No. ________ _
CRD No. ________ _
1. Use Schedule Conly to amend information requested on either Schedule A or Schedule B. Refer to Schedule A and Schedule B for specific
instructions tor completing this Schedule C. Complete each colunm.
2. In the Type of Amendment column, indicate "A" (addition), "D" (deletion), or "C" (change in infonnation abont the same person).
3. Ownership codes are: NA - less than 5%
A - 5% but less than 10%
B - I 0% but less than 25%
C - 25% but less than 50%
D- 50% but less than 75%
E - 75% or more
4 List below all changes to Schedule A (Direct Owners and Executive Officers} FULL LEGAL NAME DE/FE/I Type of Title or Date Title or (Individuals: Last Name, Amendment Status Status Acquired First Name, Middle Name) MM/YYYY
5. List below all changes to Schedule B Indirect Owners):
FULL LEGAL NAME DE/FE/I Type of Title or Date Title or (Individuals: Last Name, Amendment Status Status Acquired First Name, Middle Name) MM/YYYY G - Other (general partner, trustee, or elected member) Ownership Control CRDNo. Code Person If None: S.S. No. and Date of Birth, IRS Tax No. PR or Employer ID No. Ownership Control CRDNo. Code Person If None: S.S. No. and Date of Birth, IRS Tax No. PR or Employer ID No.

EP02JY15.060</GPH>
FORMADV
ScheduleD
Page 1 ofl7
YourN.mn_ .. e _________________ __
Date_
CRDNumber
SEC 801- or 802 N~~b~;=========
Certain items in Part lA of Form ADV require additional infom1ation on Schedule D. Use this ScheduleD to report details for items listed below. Report only new information or changes/updates to previously submitted infonnation. Do not repeat previously submitted information. This is an 0 INITIAL or 0 AMENDED ScheduleD
SECTION LB. Other Business Names
List your other business names and the jurisdictions in which you use them. You must complete a separate Schedule D Section 1 .B. for each business name_ Check only one box: D Add D Delete D Amend Name Jurisdictions
SECTION IT Other Offices
Complete the following infonnation for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section LF. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in tenus of numbers of employees)- Check only one box: D Add D Delete (number and street) If this address is a private residence, check this box: D (area code) (facsimile number, if any) If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Fom1 BR), please provide the CRD Branch Number here:
How many employees perform investment advisory functions from this office location? ____ _ Are other business activities conducted at this office location? (check all that apply) D ( 1) Broker-dealer (registered or unregistered) D (2) Bank (including a separately identifiable department or division of a bank) D (3) Insurance broker or agent D ( 4) Commodity pool operator or conunodity trading advisor (whether registered or exempt from registration) D ( 5) Registered municipal advisor D ( 6) Accountant or accOlmting firm D (7) Lawyer or law finn Describe any other investment-related business activities conducted trom this otllce location:
SECTION LL Website Addresses
List your website addresses, including website addresses for social media platfom1s (including, but not limited to, Twitter, Facebook and/or Linkedin)- You must complete a separate ScheduleD Section 1 T for each 'l;ebsite or social media website address.

EP02JY15.061</GPH>
FORMADV
ScheduleD
Your Name Dme_------------- CRDNumber
SEC 801- or 802 N.u: nr ___ n_IJ_be~J_r _______ __ Certain items in Part lA of Form ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new infonnation or changes/updates to previously submitted information. Do not repeat previously submitted infonnation. This is an 0 iNITIAL or 0 AMENDED ScheduleD Check only one box: D Add D Delete Website Address/Social Media Website Address:
SECTION LL Location of Books and Records
Complete the following infonnation 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 ScheduleD Section l.L. for each location. Check only one box: D Add D Delete D Amend Name of entity where books and records are kept:--------------------------------- (mnnber and street) (city) (state/country) ( zip+4/postal code) If this address is a private residence, check this box: D (area code) (telephone number) (area code) (facsimile number, if any) This is (check one): Done of your branch offices or affiliates. D a third-party unaffiliated recordkeeper. D other. Briefly describe the books and records kept at this location. ____________________________ _
SECTION LM. Registration with Foreign Financial Regulatory Authorities
List the name and cotmtry, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate ScheduleD Section I.M. for each foreign financial regulatory authority with whom you are registered. Check only one box: D Add D Delete Name of Foreign Financial Regulatory Authority ________________ _ Name ofCom1try
SECTION 2A(8) Related Adviser
If you are relying on the exemption in rule 203A-2(b) trom the prohibition on registration because you control, are contrvlled by, or are tmder common control with an investment adviser that is registered with the SEC and your principal office and place ofbusfness is the same as that of the registered adviser, provide the following information:
Name of Registered Investment Adviser:-:---:-------------------------------- CRD Ntm1ber of Registered Investment Adviser -:-:------------- SEC Number of Registered Investment Adviser 801-___________ _
SECTION 2A(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 Days
If you are relying on rule 203A-2( c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, 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:
D 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.

EP02JY15.062</GPH>
FORMADV
ScheduleD
Your Name
Dare_-------------
ClillNumber
SEC 801- or 802 T-.,r;u:;u~Lu;hu,,"~'~--------- Certain items in Part !A of Form ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new infonnation or changes/updates to previously submitted infom1ation. Do not repeat previously submitted information. This is an 0 INITIAL or 0 AMENDED ScheduleD D I tmdertake to withdraw from SEC registration if, on the !20th 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 2A(lO)Multi-State Adviser
If you are relying on mle 203A-2(d), 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:
D I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authorities in those states. D I undertake to withdraw from SEC registration ifi file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviser with the state securities authorities of those states. If you are submitting your annual updating amendment, you must make this representation:
D Within 90 days prior to the date of tiling this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states.
SECTION 2A(l2)SEC Exemptive Order
If you are relying upon an SEC order exempting you from the prohibition on registration, provide the following infonnation:
Application Ntm1ber: 803-______ _ Date of order:
SECTION 2.B. Private Fund Assets
If you check Item 2.B.(2) or (3), what is the amount of the private fund assets that you manage? _____ _ NOTE: "Private fimd assets" has the same meaning here as it has tmder mle 203(m)-l. If you are an investment adviser with its principal office and place of business outside of the United Stares only include private fimd assets that you manage at a place of business in the United States.
SECTION 4 Successions
Complete the follmving information if you are succeeding to the business of a currently registered investment adviser, including a change of your stmcture or legal status (e.g., form of organization or state of incorporation). If you acquired more than one firm in the succession you are reporting on this Form ADV, you must complete a separate ScheduleD Section 4 for each acquired firm. See Part lA Instmction 4. Name of Acquired Firm------------------------- Acquired Firm's SEC File No. (if any) 801- Acquired Firm's CRD Number
SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development Companies
If you check Item 5.G (3), what is the SEC tlle number (811 or 814 number) of each of the registered investment companies and business development companies to which you act as an adviser pursuant to an advisory contract? You must complete a separate ScheduleD Section 5.G.(3) for each registered investment company and business development company to which you act as an adviser. Check only one box: D Add D Delete SEC File Number 811- or 814-_____ _

EP02JY15.063</GPH>
FORIVI ADV
ScheduleD
Your Name _________ _
Date ________ _
CRD Number ________ _
SEC 801- or 802 .u .. m~~.b~e-r~ _______ _
Certain items in Part lA of Form ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new infom1ation or changes/updates to previously submitted infom1ation. Do not repeat previously submitted infonnation. This is anD iNITIAL or 0 AMENDED ScheduleD Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company or business development company that you advise.
SECTION 5.!.(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 ScheduleD Section 5.I.(2) for each wrap fee program for which you are a portfolio manager. Check only one box: D Add D Delete D Amend Name of Wrap Fee Program ------------------------------------------- Name of Sponsor _______________________________________________ _ Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) _______ _ Sponsor's CRD Number (if any):
SECTION 5.K.(l) Separately Managed Accounts
Atl:er subtracting the amounts reported in Item 5.D.(2 )( d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each of the following categories of assets. If the remaining amount is at least $10 billion in regulatory assets tmder management, complete Question (a). If the remaining amotmt is less than $10 billion in regulatory assets tmder management, complete Question (b). End of year refers to the date used to calculate your regulatory assets tmder management for purposes of your annual updating amendment. Mid-year is the date six months before the end of year date. Each column should add up to 100%. (a) Asset Type Mid-year End of year (i) Exchange-Traded Equity - % Securities (ii) U.S. Govennnent /Agency Bonds (iii) U.S. State and Local Bonds (iv) Sovereign Bonds (v) Corporate BondsInvestment Grade (vi) Corporate Bonds- NonInvestment Grade (vii) Derivatives (viii) Securities Issued by Registered Investment Companies or Business Development Companies (ix) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies) (x) Other Generally describe any assets included in "Other": _____________________ _

EP02JY15.064</GPH>
FORMADV
ScheduleD
Your N'-am-~~e-________ _
Date ________ _
CJW Number ________ _
SEC 801- or 802 Number ________ _
Certain items in Part lA of Form ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new information or changes/updates to previously submitted information. Do not repeat previously submitted infonnation. This is an 0 INITIAL or 0 AMENDED ScheduleD (b) AssetTvpe Endofyear (i) Exchange-Traded Equity _% Securities (ii) US. Govemment /Agency Bonds (iii) US. State and Local Bonds (iv) Sovereign Bonds (v) Corporate BondsInvestment Grade (vi) Corporate Bonds -NonInvestment Grade (vii) Derivatives (viii) Securities Issued by Registered Investment Companies or Business Development Companies (ix) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies) (x) Other Generally describe any assets included in "Other": ____________________ _
Section 5.K.(2). Separately Managed Accounts- Use of Borrowings and Derivatives. If your regulatory assets tmder management attributable to
separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under management attributable to separately managed accounts are at least $150 million but less than $10 billion, you should complete Question (b). (a) In the table below, provide the following information regarding the separately managed accounts you advise. If you arc a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the number of separately managed accotmts yon advise according to net asset value and gross notional exposure. For this purpose, the gross notional exposure of an accotmt is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the net asset value of the account In column 2, provide the weighted average amount of borrowings (as a percentage of net assets) for the accounts included in cohmm 1. In column 3, provide the weighted average gross notional value of derivatives (aggregate gross notional value of derivatives divided by the aggregate net asset value of the accotmts included in coltmm 1) with respect to each category of derivatives specified in 3( a) through (f). You do not need to complete the table with respect to any separately managed accounts with a net asset value ofless than $10,000,000.

EP02JY15.065</GPH>
FORMADV
ScheduleD
Your Name
Date _________ _
CRD"L ,
SEC 801- or 802 Number ________ _
Certain items in Part lA of Form ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new intormation or changes/updates to previously submitted information. Do not repeat previously submitted infommtion. This is anD INITIAL or 0 AMENDED ScheduleD (i) Mid-Year Net asset Gross notional 1 2 3 value of exposure Number of Averaj!e Average Derivative Exposures account accounts borrowings (a) Interest (h"; Pnrt<i<>n :0.," ~.edit ""' ,;, ". (e) (f) Other Rate '~Z. •hn~:a· . ..,. Derivative ~~ •wn.;;• Derivative $10,000,000- Less than 10% .. 249,999,999 10·99% 100-199% ... ... 200°/6 or more $250,000,000- I"ess than 10% 999,999,999 10-99% 100-199% .. 200%ormore $1,000,000,00 Less than 10% 0-or greater 10-99% 100-199% .. 200%m·more .. Optional: Use the space below to provide a narrative description of the strategies and! or mmmer in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (ii) EndofYear Net asset Gross notional 1 2 3 value of exposure Number of Average Average Derivative Exposures account accounts. borrowiugs (a) Interest (b)Foreign ~c) Credit (d) Equity (e) Sf) Other Rate Exchange Derivative Commodity Derivative $10,000,000- Less than 10% 249,999,999 10-99% 100-199% 200% or more $250,000,000- Less than 10% .. .. 999,999,999 10-99% 100-199% 200% or more $1,000,000,00 Less than 10% 0-or greater 10·99% 100-199% 200%ormore Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise.

EP02JY15.066</GPH>
FORMADV
ScheduleD
Your Name _________ _
Date
LIWNumber
SEC 801- or 802 '-T. ---------
Certain items in Part lA ofFom1 ADV require additional infom1ation on Schedule D. Use this ScheduleD to report details for items listed below. Report only new information or changes/updates to previously submitted information. Do not repeat previously submitted infonnation. This is an 0 INITIAL or 0 AMENDED ScheduleD (b) In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets lmder management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide infonnation with respect to the portion of the account that you subadvise. In colmnn 1, indicate the nmnber of separately managed accolUlts you advise according to net asset value and gross notional exposure. For purposes of this item, the gross notional exposure of an accmmt is the percentage obtained by dividing (i) the SlUll of (a) the dollar an10unt of any borrowings and (b) the gross notional value of all derivatives, by (ii) the net asset value of the account. In column 2, provide the weighted average amount of borrowings (as a percentage of net asset value) for the accounts included in colunm 1 . You do not need to complete the table with respect to any separately managed accounts with a net asset value ofless than $10,000,000. 1 2 Net asset value Gross notional Number of Average of account exposure accounts barrowin{.ls $10,000,000- Less than 10% 249,999,999 10-99% 100-199% 200%ormore ' $250,000,000- Less than 10% 999,999,999 10-99% 10~199% 200%ormore $1,000,000,000- Less than 10% or greater 10-99% 100-199% 200%ormore Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accmmts that you advise.
SECTION 5.K.(3) Custodians for Separately Managed Accounts
Complete a separate Schedule D Section 5 .K.(3) for each custodian that holds ten percent or more of your separately managed accolUlt client regulatory assets under management. (a) Legal name of custodian: ______________ _ (b) Primary business name of custodian: --------------- (c) The location(s) of the custodian's office( s) responsible for custody of the assets (city, state and cmmtry ):
(d) Is the custodian a related person of your firm? D Yes D No (e) If the custodian is a broker-dealer, provide its SEC registration number (if any) 8-______ _

EP02JY15.067</GPH>
Your Name CRDNumber FORMADV
ScheduleD
Page 8 of l7
Dme ____________ _ SEC 801- or 802 N.tm __ Il_n_o_e _r ________ __ Certain items in Part lA of Form ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only ne\v information or changes/updates to previously submitted infom1ation. Do not repeat previously submitted infom1ation. This is anD INITIAL or D AMENDED ScheduleD (f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any), _________ _ (g) What amount of your regulatory assets tmder management attributable to separately managed accotmts is held at the custodian? ___ _ Tfyou are actively engaged in other business using a different name, provide that name and the other line(s) of business. 0 Add 0 Delete 0 Amend Other Business Name: -------------------------- Other line(s) of business in which you engage using this name: (check all that apply) D (1) broker-dealer (registered or mrregistered) D (2) registered representative of a broker-dealer D (3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) D (4) futures commission merchant D (5) real estate broker, dealer, or agent D (6) insurance broker or agent D (7) bank (including a separately identifiable department or division of a bank) D (8) tmst company D (9) registered municipal advisor D (10) registered security-based swap dealer D ( ll) major security -based swap participant D ( 12) accountant or accounting finn D (13) lawyer or law firm D (14) other financial product salesperson (specify): _______________ _
SECTION 6.B.(2) Description of Primary Business
Describe your primary business (not your investment advisory business):
If you engage in that business under a different name, provide that name:
SECTION 6.B.(3) Description of Other Products and Services
Describe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.2. above. If you engage in that business under a different name, provide that name:

EP02JY15.068</GPH>
FORMADV
ScheduleD
YourN~mn~ .. e ________________ _ ClUJ Number
Date. _______________ _ SEC 801- or 802 Number _______________ _ Certain items in Part lA ofFom1 ADV require additional infonnation on Schedule D. Use this ScheduleD to report details for items listed below. Report only new infonnation or changes/updates to previously submitted information. Do not repeat previously submitted infom1ation. This is an 0 INITIAL or 0 AMENDED ScheduleD SECTION7A Financial Industry Affiliations Complete a separate ScheduleD Section 7.A. for each related person listed in Item 7.A. Check only one box: D Add D Delete D Amend

Legal Name of Related Person: ---------------------------
Primary Business Name of Related Person:
Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) _______ _
Related Person's(a)CRDNumber(ifany): _____ _ (b) CIK Number(s) (if any): ____ _
Related Person is: (check all that apply)
D (a) broker-dealer, municipal securities dealer, or govermnent securities broker or dealer D (b) other investment adviser (including financial planners) D (c) registered municipal advisor D (d) registered security-based swap dealer D (e) major security-based swap participant D (f) commodity pool operator or connnodity trading advisor (whether registered or exempt from registration) D (g) futures connnission merchant D (h) banking or thrift institution D (i) trust company D G) accountant or accounting firm D (k) lawyer or law firm D (l) insurance company or agency D (m) pension consultant D (n) real estate broker or dealer D ( o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles D (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Do you control or are you controlled by the related person? D Yes D No
Are you and the relatedperson 1mder common control? D Yes D No
(a) Does the related person act as a qualified custodian for your clients in connection vvith advisory
services you provide to clients? D Yes D No
(b) If you are registering or registered with the SEC and you have answered "yes" to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to mle 206(4)-(2)(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? D Yes D No (c) If you have answered "yes" to question 8.( a) above, provide the location of the related person's office responsible for custody of your clients' assets:
(number and street)
(city) (state/country) (zip+4/postal code)
(a) If the related person is an investment adviser, is it exempt from registration? DYes 0No

EP02JY15.069</GPH>
FORMADV
ScheduleD
Your Jru_n ..e __________________ _
Date~
CRDNumber
SEC 801- or 802 "~ ----------
Certain items in Part lA ofFonn ADV require additional infommtion on Schedule D. Use this ScheduleD to report details for items listed below. Report only new information or changes/updates to previously submitted information. Do not repeat previously submitted infonnation. This is an 0 INITIAL or 0 AMENDED ScheduleD (b) If the answer is yes, tmder what exemption?
10. (a) Is the related person registered with aforeignfinancial regulatmy authority? DYes D No
(b) If the answer is yes, list the name and country, in English, of each foreign financial regulatory authority with which the related person is registered. ____________ _
11. Do you and the related person share any supervised persons? DYes DNo
12. Do you and the related person share the san1e physical location? DYes DNo
SECTION 7.B.(l) Private Fund Reporting
Check only one box: D Add D Delete D Amend
A. PRIVATE FUND
Information About the Private Fund

(a) Nanleoftheprivatefimd: _____________ _
(b) Private fund identification number: _______ _
Under the laws of what state or co1mtry is the private fund organized: __________ _
Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
(a) Check only one box: D Add D Delete D Amend (b) If filing an umbrella registration, identify the filing adviser or relying adviser that sponsors or manages this private fund
The private fund (check all that apply; you must check atleast one):
D (1) qualifies for the exclusion from the definition of investment company under section 3( c )(1) of the Investment Company Act of 1940 D (2) qualifies for the exclusion from the definition of investment company under section 3( c )(7) of the Investment Company Act of 1940
List the nan1e and country, in English, of each foreign financial regulatory authority with which the private fimd is registered.
Check only one box: D Add D Delete D Amend
English Name of Foreign Financial Regulatory Authority Name of Country
(a) Is this a "master ftmd" in a master-feeder arrangement? DYes DNo
(b) If yes, what is the name and private fund identification number (if any) of the feeder fi.mds investing in this private funr.l? Check only one box: D Add D Delete D Amend (c) Is this a "feeder fund" in a master-feeder arrangement? DYes DNo

EP02JY15.070</GPH>
FORMADV
ScheduleD
Your CRD Number ________ _
Date ________ _ SEC 801- or 802 Number ________ _ Certain items in Part !A ofFom1 ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new· intom1ation or changes/updates to previously submitted infonnation. Do not repeat previously submitted infonnation. This is an 0 iNITIAL or 0 AMENDED ScheduleD (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this privatefimd invests? Check only one box: D Add D Delete D Amend NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single ScheduleD,
Section 7.B.( I) for the master-feeder arrangement or reporting on the funds separately.
7. If you are filing a single Schedule D, Section 7.B.(l) for a master-feeder arrangement according to the instructions to this Section 7.B.(l ),
for each of the feeder funds answer the to !lowing questions:
Check only one box: D Add D Delete D Amend
(a) Name of the private fund: ____ _
(b) Private fund identification number: ______ _ (c) Under the laws of what state or country is the private fimd organized: ________ _ (d) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
(1) Check only one box: D Add D Delete D Amend (2) If filing an umbrella registration, identify the filing adviser or re{ving adviser that sponsors or manages this private fund. (e) The private fund (check all that apply; you must check at least one):
D (l ) qualifies tor the exclusion from the definition of investment company under section 3( c )(1) of the Investment Company Act of 1940 D (2) qualifies for the exclusion from the definition of investment company under section 3(c )(7) of the Investment Company Act of 1940 (f) List the name and country, in English, of each foreign jlnancial regulatory authority with which the private fund is registered. Check only one box: D Add D Delete D Amend English Name of Foreign Financial Regulatory Authority Name of Country NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
8. (a) Is this privatefimd a "ftmd of funds"? DYes D No
NOTE: For purposes of this question only, answer "yes" if the fund invests l 0 percent or more of its total assets in other pooled investment vehicles, regardless of whether they are also private funds or registered investment companies. (b) If yes, does the private fimd invest in funds managed by you or by a related person? DYes 0No

EP02JY15.071</GPH>
Your Name _________ _ CI?D Number ________ _ FORMADV ScheduleD Date ________ _ SEC 801- or 802 Number ________ _ Certain items in Part lA of Form ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new information or changes/updates to previously submitted infom1ation. Do not repeat previously submitted information. This is an 0 INITIAL or 0 AMENDED ScheduleD
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered tmder the Investment
Company Act of 1940 (other than "money market funds," to the exient provided in Instruction 6.e.)? DYes D No
10. What type of fund is the privatefimd?
D hedge fund D liquidity fund D private equity fund D real estate fund D securitized asset fund D venture capital fund OOther pn·vatefund: ____ _ NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part lA.
ll. Current gross asset value of the private fimd: $
Ownership
12. Minimum investment commitment required of an investor in the private fund:
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the organizational documents of the fund). l3. Approximate number of the private jimd' s heneficial owners: __
14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
%
15. What is the approximate percentage of the private fund beneficially ow11ed (in the aggregate) by:
a. Funds of funds:
% b. Qualified clients
%
16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
%
Your Advisorv Services
17. (a) Are you a subadviser to this private fund? D Yes 0No
(b) If the answer to question 17(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to question 17(a) is "no," leave this question blank. _____ _
18. (a) Do any other investment advisers advise the private fund? DYes 0No
(b) If the answer to question 18(a) is "yes," provide the name and SEC file nun1ber, if any, of the other advisers to the private fund. If the answer to question 18(a) is "no," leave this question blank.

EP02JY15.072</GPH>
FORMADV
ScheduleD
Page l3 ofl7
Your Name
Da~_-------------
CRD Number ________ _
SEC 801- or 802 Number ________ _
Certain items in Part lA of Fom1 ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed belo\V. Report only new information or changes/updates to previously submitted infonnation. Do not repeat previously submitted infommtion. This is an 0 INITIAL or 0 AMENDED ScheduleD Check only one box: D Add D Delete D Amend
19. Are your clients solicited to invest in the private fund? D Yes D No
NOTE: For purposes of this question, do not consider feeder funds of the private fund.
20. Approximately what percentage of your clients has invested in the private fimd? ___ %
Private Offering
21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
DYes DNo
22. If yes, provide the private fund's Form D file number (if any):
Check only one box: D Add D Delete D Amend
021-_____ _
B. SERVICE PROVIDERS
D Check this box if you are filing this FormADV through the IARD system and want the lARD system to create a new ScheduleD, Section 7.B.(l) with the same service provider information you have given here in Questions 23 - 28 for a new privatefimd for which you are required to complete Section 7.B.(l) If you check the box, the system will pre-fill those fields for you, but you will be able to manually edit the information after it is pre-filled and betore you submit your filing. Auditors
23. (a) (1) Are the private fund's fmancial statements subject to an mmual audit? DYes DNo
(2) If the answer to 23( a)( 1) is yes, are the fmancial statements prepared in accordance with U.S. GAAP? DYes DNo If the answer to 23(a)(l) is "yes," respond to questions (b) through (h) below. If the privatefimduses more than one auditing firm, you must complete questions (b) through (h) separately for each auditing fim1. Check only one box: D Add D Delete D Amend (b) Name of the auditing firm:----------------------- (c) The location of the auditing firm's office responsible for the private fund's audit (city, state and cotmtry):
(d) Is the auditing finn an independent public accountant? DYes DNo (e) Is the auditing firm registered with the Public Company Accounting Oversight Board? DYes DNo If yes, Public Compm1y Accom1ting Oversight Board Registration Number:
(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accotmting Oversight Board in accordance with its mles? DYes DNo (g) Are the private fund's audited finm1cial statements for the most recently completed fiscal year distributed to the private fund's investors? DYes DNo (h) Do all of the reports prepared by the auditing finn for the private fimd since your last annual updating amendment contain unqualified opinions? DYes DNo DReportNot

EP02JY15.073</GPH>
FORMADV
ScheduleD
Your CRD Number ________ _
Date ________ _ SEC 801- or 802 Number ________ _ Certain items in Part lA ofFom1 ADV require additional infom1ation on Schedule D. Use this ScheduleD to report details for items listed below. Report only new information or changes/updates to previously submitted infonnation. Do not repeat previously submitted infom1ation. This is an 0 INITIAL or 0 AMENDED ScheduleD Yet Received If you check "Report Not Yet Received," you must promptly file an amendment to your FormADVto update your response when the rep011 is available. Prime Broker
24. (a) Does the private fund use one or more prime brokers? DYes D No
[fthe answer to 24(a) is "yes," respond to questions (b) through (e) below for each prime broker the privatefimduses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker. Check only one box: D Add D Delete D Amend (b) Name of the prime broker: ___ _ (c) If the prime broker is registered with the SEC, its registration number: 8-_____ _ (d) Location of prime broker's office used principally by the privatefimd (city, state and country):
(e) Does this prin1e broker act as custodian for some or all of the private fimd's assets? D Yes Custodian 0No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets? DYes D No
If the answer to 25( a) is "yes," respond to questions (b) through (f) below for each custodian the private fimd uses. If the private fimd uses more than one custodian, you must complete questions (b) through (g) separately for each custodian. Check only one box: D Add D Delete D Amend (b) Legal name of custodian: --------------- (c) Primary business name of custodian: --------------- (d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
(e) Is the custodian a related person of your finn? D Yes D No (f) If the custodian is a broker-dealer, provide its SEC registration number (if any) 8-______ _ (g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier Administrator
26. (a) Does the pn·vatefund use an administrator other than your firm? DYes 0No
If the answer to 26(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must complete questions (b) through (f) separately for each administrator. Check only one box: D Add D Delete D Amend (b) Name of administrator:-------------- (c) Location of administrator (city, state and country): _______________ _ (d) Is the administrator a related person of your firm? DYes 0No

EP02JY15.074</GPH>
FORMADV
ScheduleD
Your la m e ________________ __
Date _________ __
CRD Number __________ __
SEC 801- or 802 Number _______________ _
Certain items in Part lA ofFom1 ADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new infom1ation or changes/updates to previously submitted infonnation. Do not repeat previously submitted information. This is an 0 INITIAL or 0 AMENDED ScheduleD (e) Does the administrator prepare and send investor account statements to the private fund's investors? DYes (provided to all investors) D Some (provided to some but not all investors) D No (provided to no investors) (f) If the answer to 26( e) is "no" or "some," who sends the investor account statements to the (rest of the) private fund's investors? If investor accotmt statements are not sent to the (rest of the) private fund's investors, respond "not applicable."
27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that
is not your related person?
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including allocations) was the valuation detennined by such person. Marketers
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes? D Yes D No
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or similar person. If the answer to 28(a) is "yes", respond to questions (b) through (g) below for each such marketer the privatefimd uses. If the private fund uses more than one marketer, you must complete questions (b) through (g) separately for each marketer. Check only one box: D Add D Delete D Amend (b) Is the marketer a related person of your firm? D Yes DNo (c) Name of the marketer: ________________ _ (d) If the marketer is registered with the SEC, its file number (e.g., 801-, 8-, or 866-): _____ and CRD N1m1ber (if any) ____ __ (e) Location of the marketer's office used principally by the private fund (city, state and country):
(f) Does the marketer market the private fond through one or more websites? DYes DNo (g) If the answer to 28(f) is "yes," list the website address( es): ____ _
SECTION 7.B.(2) Private Fund Reporting
(1) Name of the private fund __________ _
(2) Private fimd identification number _____ _ (3) Name and SEC File number of adviser that provides information about this private fund in Section 7.B.(l) of ScheduleD of its Form ADV filing , 801- or 802- _ ( 4) Are your clients solicited to invest in this private fund? DYes DNo

EP02JY15.075</GPH>
FORMADV
ScheduleD
Your Name __________________ _ CRD Number ________ _ Date _________ _ SEC 801- or 802 Number ________ _ Certain items in Part !A ofFormADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new infonnation or changes/updates to previously submitted infommtion. Do not repeat previously submitted information. This is an 0 INITIAL or 0 AMENDED ScheduleD In answering this question, disregard feeder funds' investment in a master fund. For purposes of this question, in a master-feeder arrangement, one or more ftmds ("feeder t1mds") invest all or substantially all of their assets in a single fund ("master fund"). A fimd would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
SECTION 9.C. Independent Public Accountant
You must complete the following information for each independent public accountant engaged to perform a surprise examination, perform an audit of a pooled investment vehicle that you manage, or prepare an internal control report. You mtt~t complete a separate ScheduleD Section 9 .C. for each independent public accountant. Check only one box: 0 Add 0 Delete 0 Amend (I) Name of the independent public accountant: ------------------------------------ (2) The location of the independent public accountant's office responsible for the services provided:
(city) (state/country) ( zip+4/postal code)
(3) Is the independent public accountant registered with the Public Company Accounting Oversight Board? DYes 0No If yes, Public Company Accounting Oversight Board Registration Number: ____________ _ ( 4) If yes to (3) above, is the independent public accountant subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules? 0 Yes 0 No (5) The independent public accountant is engaged to:
A. 0 audit a pooled investment vehicle
B. 0 perform a surprise examination of clients' assets
C. 0 prepare an internal control report
(6) Since your last annual updating amendments, did all of the reports prepared by the independent public accountant that audited the pooled investment vehicle or tlmt examined internal controls contain unqualified opinions? 0 Yes 0 No 0 Report Not Yet Received lfyou check "Report Not Yet Received, "you must promptly file an amendment to your Form ADV to update your response when the accountant's report is available.
SECTION lO.A. Control Pe1:wns
You must complete a separate ScheduleD Section lO.A. for each control person not named in Item l.A. or Schedules A, B, or C that directly or indirectly controls your management or policies. Check only one box: 0 Add 0 Delete 0 Amend (1) Finn or Organization Name (2) CRDNumber(ifany) _________ _ Termination Date --;;:;;;;Tcld/VVvV:---

EP02JY15.076</GPH>
FORMADV
ScheduleD
Page 17 ofl7
YourNmne Dare ____________ __ CRDNumber
SEC 801- or 802 N~~~b~~~ =========
Certain items in Part !A ofFormADV require additional information on Schedule D. Use this ScheduleD to report details for items listed below. Report only new intonnation or changes/updates to previously submitted infom1ation. Do not repeat previously submitted infonnation. This is an 0 INITIAL or 0 AMENDED ScheduleD (3) Business Address:
(city)
If this address is a private residence, check this box: D ( 4) Individual Name (if applicable) (Last, First, Middle) (5) CRDNumber(ifany) ________ _ (6) Business Address:
(city)
If this address is a private residence, check this box: D (7) Briefly describe the natnre of the control:
(number and street)
(state/country)
Effective Date _________ _ nun/ddlyyyy
(mm1ber and street)
(state/country)
SECTION lO.B. Control Person Public Reporting Companies
( zip+4/postal code)
Termination Date ________ _ nnn/dd/yyyy
( zip+4/postal code)
If any person named in Schedules A, B, or C, or in Section 10 A. of ScheduleD is a public reporting company under Sections 12 or 15( d) of the Securities Exchange Act of 1934, please provide the to !lowing information (you must complete a separate ScheduleD Section IO.B. for each public reporting company):
(1) Full legal name of the public reporting company: _____________________ _ (2) The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):
Miscellaneous
You may use the space below to explain a response to an Item or to provide any other information.

EP02JY15.077</GPH>
FORMADV
ScheduleR
Pa c l of7
Your Name _________ _
Check the box that indicates what you would like to do:
Submit a new ScheduleR
D Submit an initial ScheduleR.
Amend a Schedule R
0 Amend an existing Schedule R
Delete a Schedule R
CRD Number ________ _
SEC 801-
D Delete an existing ScheduleR for a re(ving adviser that is no longer eligible for SEC registration 0 Delete an existing ScheduleR for a re(ving adviser that is no longer relying on this umbrella registration
SECTION 1 Identifying Information
Responses to this Section 1 tell us who you (the relying adviser) are, where you are doing business, and how we can contact you. A Your full legal name:
B. Name under which you primarily conduct your advisory business, if different from Section l.A or Item l.A o[thejiling adviser's Form ADV Part lA
C. List any other business names and the jurisdictions in which you use them. Complete this question for each other
business name. 0 Add 0 Delete 0 Amend
Name ________________ Jurisdiction ______________ _ You do not hm'e to include the names orjurisdictions of the filing adviser or other re(ving adviser(.~) in response to this
Section l.C.
D. If you have a number ("CRD Number") assigned by the FJNRA 's CRD system or by the TARD system (other than the filing adviser's CRD munber), your CRD number: ____ _ If you do not have a CRD numbe1~ skip this Section J.D. Do notprovide the CRD number of one ofyour officers, employees, or affiliates (mcluding the filing adviser). E. Principal Office and Place of Business 0 Same as the filing adviser. (1) Address (do not use a P.O. Box):
(city) (zip+4/postal code)
If this address is a private residence, check this box: 0 (2) Days of week that you normally conduct business at your principal office and place of business:
0 Monday - Friday 0 Other:
Nonnal business hours at this location:
(3) Telephone number at this location: __________________ _ (area code) (telephone number) (4) Facsimile number at this location, if any:

EP02JY15.078</GPH>
FORMADV
ScheduleR
YourN.m_n .. e __________ ___
Date ________ _
ClUJ Number_
SEC 801- Number ________ _
F. Mailing address, if different from your pn·ncipal office and place of business address:
0 Same as iliefiling adviser.
(number and street)
(city) (state/country) (zip+4/postal code)
Ifiliis address is a private residence, check this box: 0 G. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each oilier in ilie financial marketplace. You may not have a legal entity identifier. H: If you have Central Index Key numbers assigned by the SEC ("CIK Number"), all of your CIK numbers:
SECTION2
SEC Registration
Responses to this Section help us (and you) determine whether you are eligible to register with the SEC. A To be a relying adviser, you must be independently eligible to register (or remain registered) with the SEC. You must check at least one of the Sections 2.A(l) through 2.A(8), below. Part lA Instruction 2 provides information to help you detennine whether you may affirmatively respond to each of these items. You (the relying adviser):
0 (1) are a large advisory firm that either:
(a) has regulatory assets under management of$100 million (in U.S. dollars) or more, or (b) has regulatory assets under management of$90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC; 0 (2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more butless than $100 million (in U.S. dollars) and you are either:
(a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business, or (b) not subject to examination by the state securities authority of the state where you maintain your pn'ncipal office and place of business; 0 (3) have your principal office and place of business in Wyoming (which does not regulate advisers); 0 ( 4) have your principal office and place of business outside the United States; 0 (5) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is lmder 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; 0 (6) are an adviser relying on rule 203A-2( c) because you expect to be eligible for SEC registration within 120 days; If you check this box, you must make both of the representations below:

EP02JY15.079</GPH>
FORMADV
ScheduleR
Your Name
Date_-------
CRDNumber ------------------ SEC 801- :;-N·r~u.rn .. -tt.~beJ: _________ _ 0 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. 0 By submitting this Form ADV to the SEC, the filing adviser undertakes to file an amendment to this umbrella registration to remove this ScheduleR i( on the I 20th day after this application for umbrella registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registering with the SEC. 0 (7) are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2( d); If this is your initial filing as a relying adviser, you must make both of these representations:
0 I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authorities in those states. 0 The filing adviser undertakes to file an amendment to this umbrella registration to remove this Schedule R if, at the time of the annual updating amendment, I would be required by the laws of fewer than 15 states to register as an investment adviser with the state securities authorities of those states. If you are submitting your annual updating amendment, you must make this representation:
0 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 15 states to register as an investment adviser with the state securities authorities in those states. D (8) have received an SEC order exempting you from the prohibition against registration \vith the SEC; If you check this box, provide the following information:
Application Nmnber: 803-_________ _ Date of order: -----:----:-:-::-:- ( nnnl dd/yyyy) 0 (9) are no longer eligible to remain registered with the SEC.
SECTION 3 Fonn of Organization
A How are you organized?
0 Corporation
D
D
0 Sole Proprietorship 0 Limited Liability Partnership (LLP) 0 Limited Liability Company (LLC) 0 Limited Partnership (LP) B. In what month does your fiscal year end each year?
C. Under the laws of what state or country are you organized? _________ _
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed

EP02JY15.080</GPH>
FORMADV
ScheduleR
YourNmne __________________ __ CRD Number ________ _ Date_ SEC 801- Number ________ __
SECTION 4 Control Persons
In this Section 4, we ask you to identify each other person that, directly or indirectly, controls you. A Direct Owners and Executive Officers (1) Section 4.A asks for information about your direct owners and executive officers. (2) Direct 0:vners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, director and any other 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 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 Section 4.A, 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 partuership, all general partners and those limited and special partners that have tl1e right to receive upon dissolution, or have contributed, 5% or more of your capital; (d) in the case of a trust tl1at directly owns 5% or more of a class of your voting securities, or that has tl1e 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 lin1ited 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 in Section 4.B below? DYes D No (4) In the DE/FE/I colunm below, enter "DE" if the ovmer 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 colunm 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% A- 5% but less than 10% B - 10% but less than 25% C - 25% but less than 50% D - 50% but less than 75% E - 75% or more (7) (a) In the Control Person colunm, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if tl1e person does not have control. Note that under this definition, most executive officers and all25% owners, general partuers, elected managers, and trustees are control persons. (b) In the PR colull111, enter "PR" if the mvner is a public reporting company under Sections 12 or 15( d) of the Exchange Act. (c) Complete each column.

EP02JY15.081</GPH>
FORMADV
ScheduleR
Your Name
Dare_-------------
CRD Number ________ _
SEC 801- Number ________ _
Check this box if you are filing this FonnADV through the IARD system and want the IARD system to pre-fill the chart below with the same direct owners and executive officers you have provided in Schedule A for your filing adviser. If you check the box, the system will pre-fill these fields for you, but you will be able to manually edit the information after it is pre-filled and before you submit your filing. 0 FULL LEGAL NAME (Individuals: DE/FE/I Entity in Which Status Date Ownership Control CRDNo. Last Name, First Name, Middle Nmne) Interest is Owned Status Code Person If None:
Acquired S.S.No. and Date of
MM yyyy Birth, IRS
TaxiDNo. or
Employer
PR IDNO
B. Indirect Owners
(1) Section 4.B asks for information about your indirect owners; you must first complete Section 4.A, which asks for information about your direct owners. (2) Indirect CAv11ers. With respect to each owner listed in Section 4.A (except individual owners), list below:
(a) in the case of m1 ovmer 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 ot~ 25% or more of a class of a voting security of that corporation; For purposes of this Section, 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 m1 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; (c) in the case of an owner that is a trust, the trust and each trustee; m1d (d) in the case of an ow11er 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 all25% owners at each level. Once a public reporting company (a compm1y subject to Sections 12 or 15( d) of the Exchange Act) is reached, no further O\Tiership information need be given. (4) In the DE/FE/I colunm below, enter "DE" if the owner is a domestic entity, "FE" if the ow11er is an entity incorporated or domiciled in a foreign country, or "I" if the owner is an individual. (5) Complete the Status coh111111 by entering the ow11er's status as partner, trustee, elected mm1ager, shareholder, or member; m1d for shareholders or members, the class of securities ovmed (if more than one is issued). (6) Ow11ership 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 Pe~:wn cohurm, enter "Yes" ifthe person has control as defined in the Glossary ofTenns to Form ADV, and enter "No" if the person does not have control. Note that tmder this definition, most executive officers and all25% owners, general partners, elected managers, and trustees are control persons.

EP02JY15.082</GPH>
FORMADV
ScheduleR
Your Name _________ _ CRD Number ________ _
Date ________ _ SEC 801- Number ________ _
(b) In the PR column, enter "PR" ifthe owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act (c) Complete each column. Check this box if you are filing this Fmm ADV through the lARD system and want the lARD system to pre-fill Schedule B with the same indirect owners you have provided in Schedule B for your filing adviser. If you check the box, the system will pre-fill these fields for you, but you will be able to manually edit the information after it is pre-filled and before you submit your filing. D FULL LEGAL NAME (Individuals: DE/FE/I Entity in Which Status Date Ownership Control CRDNo. Last Name, First Name, Middle Name) Interest is Owned Status Code Person If None:
Acquired S.S.No. and Date of
MM yyyy Birth, IRS
TaxiDNo. or
Employer
PR IDNO
C. Does any person not named in Section 1.A., Section 4.A, or Section 4.B directly or indirectly, control your management or
policies? D Yes D No
If yes, you must complete the information below for each control person not named in Section 1.A., Section4.A, or Section4.B that directly or indirectly controls your management or policies. Check only one box: D Add D Delete D Amend ( 1) Firm or Organization Name (2) CRD Number (if any) ___ _ Effective Date ------:-: Termination Date------,,.,. mmldd/yyyy mmldd/yyyy (3) Business Address:
(number and street)
If this address is a private residence, check this box: D (4) Individual Name (if applicable) (Last, First, Middle) (5) CRDNumber(ifany) ___ _ Effective Date --------,-, Tennination Date------,,. mmldd/yyyy mmldd/yyyy (6) Business Address:
(number and street)
(city) (state/country) ( zip+4/postal code)
If this address is a private residence, check this box: D

EP02JY15.083</GPH>
FORMADV
ScheduleR
Your Name
Date_-------
(7) Briefly describe the nature of the control:
CRD Number ________ _
SEC 801- "N' ~u~rn .. lbvei:_ ______ _
D. If any person named in Section 4.A, Section 4.B, or Section 4.C is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, complete the information below (you must complete this information tor each public reporting company). Check only one box: D Add D Delete D Amend (1) Full legal name of the public reporting company:
(2) The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):

EP02JY15.084</GPH>
CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an D INITIAL OR D AMENDED response used to report details for affirmative responses to Items ll A or ll.B. ofFonn ADV. Check item(s) being responded to: D ll.A(l) D ll.A(2) Dll.B(l) Dll.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 ofthe same charge arising out ofthe 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 tins DRP to report all charges arising out of the same event. One event may result in more than one afiirmative answer to the items listed above. PARTI A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
D You(theadvisoryfirm)
D You and one or more of your advisory affiliates D One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory qffiliate 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 ti1e appropriate box. I YonrName ADVDRP -ADVISORY AFFILIATE I CRDNumber Name (For individuals, Last, First, Middle) Y onr CRD Number This advisory affiliate is Registered:
Da f11111 Dan individual
DYes DNo
D This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser. D 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 or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. D This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain ti1e circumstances:
B. If the advisory affiliate is registered through the lARD system or CRD system, has the advisory affiliate submitted a DRP (with Fom1ADV, BD or U-4) to the lARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. D Yes D No NOTE: The completion of this form does not relieve the advisory qffiliate of its obligation to update its lARD or CRD records. (continued)

EP02JY15.085</GPH>
PART II
CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
(continuation)

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 advismy affiliate's position, title, or relationship.
Formal Charge(s) were brought in: (include name of Federal, Military, State or Foreign Court, Location of Court- City or
County and State or Country, Docket/Case number).
Event Disclosure Detail (Use this for both organizational and individual charges.)
A Date First Charged (MMIDD/YYYY): D Exact D 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 tor each charge, and (4) product type if charge is investment-related).
C. Did any of the Charge(s) within the Event involve a felony? D Yes
D. Current status of the Event? D Pending D OnAppeal D No D Final E. Event Status Date (complete unless status is Pending) (MMIDD/YYYY):
D Exact D Explanation
If not exact, provide explanation:
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)

EP02JY15.086</GPH>
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.)

EP02JY15.087</GPH>
REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV) GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an D INITIAL OR D AMENDED response used to report details for affinnative responses to Items ll.C., ll.D., ll.E., ll.F. or ll.G. ofFormADV. Check item(s) being responded to: D ll.C(l) D ll.C(2) D ll.C(3) D ll.C(4) D ll.C(5) D ll.D(l) D ll.D(2) D ll.D(3) D ll.D(4) D ll.D(5) D ll.E(l) D ll.E(2) D ll.E(3) D ll.E(4) D ll.F. D ll.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 ll.C., ll.D., ll.E., ll.F. or ll.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
A The person(s) or entity(ies) for whom this DRP is being filed is (are):
D You (the advisory finn)
D You and one or more of your advisory affiliates D 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 nan1e ). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. I YourName Your CRD Number ADV DRP- ADHSORY AFFILIATE I CRD Number IThis advisory affiliate is D a finn '-· -----------------'· Registered: D Yes Name (For individuals, Last, First, Middle) D an individual D No D This DRP should be removed tfom the ADV record because the advisory affiliate(s) is no longer associated with the adviser. D 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 or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authon·ty, you may remove a DRP for an event you reported only in response to Item ll.D(4), and only ifthat 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. D This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with FormADV, 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. D Yes D No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. (continued)

EP02JY15.088</GPH>
REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV) (continuation)
PART II

Regulatory Action mitiated by:
D SEC D Other Federal D State D SRO D Foreign
(Full name of regulator ,foreign financial regulatory authority, federal, state or SRO)
Principal Sanction (check appropriate item):
D Civil and Administrative Penalty(ies)/Fine(s) D Disgorgement D Restitution D Bar D Expulsion D Revocation D Cease and Desist D Injunction D Suspension D Censure D Prohibition D Undertaking D Denial D Reprimand D Other Other Sanctions:
Date Initiated (:tv1M/DD/YYYY): D Exact D Explanation
I If not exact, provide explanation: ------------------------------
Docket/Case Nnmber:
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
Principal Product Type (check appropriate item):
0Annuity(ies)- Fixed
0Annuity(ies)- Variable
0CD(s)
0Commodity Option( s)
0Debt - Asset Backed
0Debt - Corporate
0Debt - Govemment
0Debt - Municipal
Other Product Types:
0Derivative(s)
0Direct Investment( s) - DPP & LP Interest( s) 0Equity - OTC 0Equity Listed (Common & Preferred Stock) 0Futures- Commodity 0Futures - Financial Dindex Option( s) 0Insurance 0Investrnent Contract( s) 0Money Market Flmd( s) 0Mutual Fund( s) ONoProduct 00ptions 0Penny Stock( s) 0Unit Investment Trust(s) OOther _____ _ (continued)

EP02JY15.089</GPH>
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? D Pending DOn Appeal D 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):
0Acceptancc, Waiver & Consent (A WC)
0Consent
0Vacated
0Withdrawn
0Decision
0Dismisscd
OOrder
0Settled 00ther ____ _
0Decision & Order of Offer of Settlement 0Stipulation and Consent
11. Resolution Date (MM/DDIYYYY): D Exact D Explanation
12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
D Monetary/Fine D Revocation/Expulsion/Denial D Disgorgement/Restitution Amooot: $ ~~ ------~ 0Censure D Cease and Desist/Injunction D Bar D 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.). Ifrequalification by exam/retraining was a condition of the sanction, provide length oftline 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 ammmt, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived:
( contlimed)

EP02JY15.090</GPH>
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).

EP02JY15.091</GPH>
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV) GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an D INITIAL OR D AMENDED response used to report details for affirmative responses to Item ll.H. of Part lA and Item 2.F. of Part lB ofFormADV. Check Part lA item(s) being responded to: D ll.H(l)(a) D ll.H(l)(b) D ll.H(l)(c) D ll.H(2) Check Part 1B item(s) being responded to: D 2.F(l) D 2.F(2) D 2.F(3) D 2.F(4) D 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 ll.H. of Part lA or Item 2.F. of Part lB. Use only one DRP to report details related to the same event. 1.Jnrelated civil judicial actions must be reported on separate DRPs.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
0 You (the advisory firm)
0 You and one or more of your advisory affiliates 0 One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advismy 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. I Your Name Your CRD Number ADV DRP- ADVISORY AFFILIATE CRDNumber Name (For individuals, Last, First, Middle) This advismy affiliate is Registered:
0 afinn
0 Yes
0 an individual
0 No
0 I1lis DRP should be removed from the ADV record because the advisory affiliate(:~) is no longer associated with the adviser. 0 This DRP should be removed trom 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 or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority, you may remove a DRP for an event you reported only in response to Item ll.H.(l)(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. 0 This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:
B. If the advisory affiliate is registered through the lARD system or CRD system, has the advisory affiliate submitted a DRP (with Fom1ADV, BD or U-4) to the lARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. 0 Yes 0 No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its lARD or CRD records. (continued)

EP02JY15.092</GPH>
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV) (continuation)
PART II

Court Action initiated by: (Name of regulator ,foreign financial regulatory authority, SRO, commodities exchange, agency,
finn, private plaintiff, etc.)
Principal Relief Sought (check appropriate item):
0Cease and Desist
0Civil Penalty(ies)/Fine(s)
0Disgorgement
Din junction
0Money Damages (Private/Civil Complaint)
0Restitution
0Restraining Order
00ther ___ _
Other Relief Sought:
Filing Date of Court Action (MMIDD/YYYY):
I If not exact, provide explanation:
Principal Product Type (check appropriate item):
0Annuity(ies)- Fixed
0Annuity(ies)- Variable
0CD(s)
Ocommodity Option(s)
0Debt - Asset Backed
0Debt - Corporate
0Debt- Government
0Debt - Municipal
Other Product Types:
0Derivative(s)
0Direct Investment( s) - DPP & LP Interest( s) 0Equity - OTC 0Equity Listed (Common & Preferred Stock) 0Futures - Commodity 0Futures - Financial 0Index Option( s) 0Insurance D Exact D Explanation Din vestment Contract( s) 0Money Market Fund( s) 0Mutual Fund( s) DNoProduct 00ptions 0Penny Stock( s) 0Unit Investment Trust(s) 00ther ____ _
Fonnal Action was brought in (include name of Federal, State or Foreign Court, Location of Court- City or County and
State or Country, Docket/Case Nmnber):
Advisory Affiliate Employing Firm when activity occurred which led to the civil judicial action (if applicable):

EP02JY15.093</GPH>
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? D Pending D On Appeal D Final
9. If on appeal, action appealed to (provide name of court) and Date Appeal Filed (MMJDD/YYYY):
10. If pending, date notice/process was served (MMIDDIYYYY): D Exact D Explanation
I 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):
D Consent
D Dismissed
D Judgment Rendered
D Opinion
D Settled
D Withdravvn
12. Resolution Date (MMJDD/YYYY): .__ ____ ___.I D Exact
D Other ------
D Explanation
I !font exact, provide cxpbnotion ----------------------------
13. Resolution Detail:
A Were any of the following Sanctions Ordered or Relief Granted (check appropriate items)? D Monetary/Fine D Revocation/Expulsion/Denial D Disgorgement/Restitution Amount: $ ._I ___ ___, D Censure D Cease and Desist/Injunction 0Bar Osuspension B. Other Sanctions:

[FR Doc. C1–2015–12778 Filed 7–1–15; 08:45 am] BILLING CODE 1505–01–C