CR-EQUITY: Protocol

1. Applicants desiring coordinated state review shall file a request form (CR-EQUITY-1) with Pennsylvania, the program coordinator. Applicants shall file copies of the CR-EQUITY-l, as an attachment to the Form U-1, concurrently in all participating jurisdictions in which the offering is to be registered.

2. Pennsylvania will contact all participating jurisdictions to identify both a lead merit examiner and a lead disclosure examiner. The lead examiners will be identified within three (3) business days after receipt of the CR-EQUITY-1.

3. Participating jurisdictions will submit any comments to both lead examiners within 10 business days after receipt of the notice. In order to create a coordinated review letter, participating jurisdictions should submit their comments, including state-specific items (incorrect fee calculations, the lack of a registered broker-dealer, etc.), to the lead examiners. Participating jurisdictions should organize their comments into merit and disclosure categories. This will provide the lead examiners guidance as to the desired final resolution of these comments. Participating jurisdictions also shall notify the lead examiners if they have no comments. If comments are not received in the 10-business day period, the lead examiners can assume a state has no comments. The lead examiners will include comments consistent with the NASAA Statements of Policy, where applicable. Furthermore, each jurisdiction has been provided position papers to assist lead states in addressing areas of comment not currently addressed by the NASAA Statements of Policy.

4. If the initial CR-EQUITY-1 is amended by adding more participating jurisdictions to the application, the initial 10 business day comment period will be extended by five (5) business days from the date the final amendment is received. Amendments to the CR-EQUITY-1, for purposes of adding jurisdictions, must be made prior to the expiration of the initial 10 business day comment period. If an issuer seeks to add a jurisdiction after this comment period, the issuer may be required to pursue registration independently and be subject to non-coordinated review standards in each of the additional states.

5. Following the 10 business day comment period, the lead examiners will have five (5) business days to prepare and issue the coordinated review letter, or inform the applicant that there are no comments. The lead examiners will circulate the draft coordinated review letter to the participating jurisdictions for changes and corrections at least two (2) days before the date the letter is due to the applicant.

6. The lead examiners will communicate with the applicant and participating jurisdictions, as necessary, to resolve outstanding comments, if any. The lead jurisdictions will reply to the issuer=s response to the coordinated review letter no later than five (5) business days after receipt of the issuer’s response.

7. Participating jurisdictions will receive same-day notice from the lead disclosure examiner and the lead merit examiner when that lead examiner clears the application.

8. Once the lead disclosure examiner has cleared the application, all participating disclosure jurisdictions agree to clear the application.

9. Once the lead merit examiner has cleared the application, all participating merit jurisdictions agree to clear the application.