                                 CODE OF VIRGINIA

REGISTRATION BY COORDINATION (§ 13.1-509)

A. Any security for which a registration statement has been filed under the
Securities Act of 1933 in connection with the same offering may be registered by
coordination if no stop order or refusal order is in effect against such
registration statement and no proceeding looking toward such an order is
pending.

B. A registration statement under this section shall consist of the prospectus
filed under the Securities Act of 1933 together with all amendments or
supplements thereto and a statement of the amount and maximum offering price of
the securities proposed to be offered in this Commonwealth. The Commission may
require that it also include the articles of incorporation and bylaws, any
agreements with underwriters, any indenture or any other instrument governing
the issuance of the security to be registered, a specimen of the security and
any other information documents filed under the Securities Act of 1933. The
registration statement shall be accompanied by a fee of one-twentieth of one
percent of the maximum aggregate offering price of the securities proposed to be
offered in this Commonwealth; provided that the fee shall not be less than $200
nor more than $700, except that in the case of a unit investment trust, as that
term is defined in the Investment Company Act of 1940, the fee shall not be less
than $400 nor more than $1,000.

C. A registration statement under this section shall automatically become
effective at the moment the federal registration statement becomes effective if
all of the following conditions are satisfied: (i) No stop order is in effect
and no proceeding for the issuance of a stop order is pending and (ii) the
registration statement and all amendments other than a final amendment
(hereinafter termed the &#8220;price amendment&#8221;) which is limited
substantially to information concerning the offering price, underwriting and
selling discounts or commissions, amount of proceeds, conversion rates, call
prices, and other matters dependent upon the offering price have been on file
with the Commission, or any entity designated by order or rule of the
Commission, for at least three full business days. Unless the definitive
information concerning price and other matters dependent thereon has been so on
file with the Commission or such entity, the registrant shall promptly notify
the Commission by telephone, telegram, or electronic means of the date and time
when the federal registration statement became effective and the content of the
federal price amendment, if any, and shall promptly file a post-effective
amendment containing the information in the federal price amendment but
exclusive of exhibits. Failure to receive such notification or such
post-effective amendment if required shall be grounds for the entry of a stop
order retroactively denying effectiveness to the registration statement, without
notice or hearing, if the Commission promptly notifies the registrant by
telephone, telegram, or electronic means (and promptly confirms by letter,
telegram, or electronic means when it notifies by telephone) of the issuance of
such an order. If the registrant proves that he complied with the requirements
of this subsection as to notice and post-effective amendment, the stop order
shall be void as of the time of its entry. The Commission may, by order, letter,
telegram, or electronic means, accelerate the effectiveness of any registration
statement and may waive any or all of the conditions specified in clause (ii)
above. If the federal registration has become effective before all of such
conditions have been satisfied and they are not so waived, the registration
statement under this section shall automatically become effective as soon as all
of such conditions have been satisfied.

HISTORY: 1956, c. 428; 1984, c. 771; 1990, c. 90; 1994, c. 10; 2003, c. 595.