Form Ca-1 Application For Registration Or For Exemption From Registration (Page 6 of 7) in pdf

EXHIBITS—BUSINESS ORGANIZATION

10. List in Exhibit A any person who either directly or indirectly, through agreement or otherwise, may control or direct the

management or policies of registrant. For each person listed, provide the full name and address and attach a copy of each written

agreement or, if the agreements are unwritten, describe the agreement or arrangement through which such person exercises or

may exercise such control or direction.

11. List in Exhibit B the registrant’s corporate officers, trust officers, managers or other persons occupying a similar status or

performing similar functions who supervise, or are directly responsible for the conduct of, registrant’s clearing agency

activities, indicating for each:

(a) Name

(b) Title

(d) A brief account of the business experience during the last five (5) years.

12. Attach as Exhibit C narrative and graphic descriptions of registrant’s organizational structure. If clearing agency activities are

conducted primarily by a division, subdivision, or other segregable entity within the registrant corporation or organization,

identify the relationship of such entity to the registrant’s overall organizational structure and limit the descriptions to the

division, subdivision or other segregable entity which performs clearing agency activities.

13. Attach as Exhibit D a list of persons who directly or indirectly, through one or more intermediaries, are controlled by, or are

under common control with, the clearing agency and indicate the nature of the control relationship.

14. Attach as Exhibit E a copy of the currently effective constitution, articles of incorporation or association, by-laws, rules,

procedures and instruments corresponding thereto, of the registrant and a complete list of all dues, fees and other charges

imposed by registrant for its clearing agency activities.

15. Attach as Exhibit F a brief description of any material pending legal proceeding, other than ordinary and routine litigation

incidental to the business, to which the registrant or any of its subsidiaries is a party or to which any of its or their property is

the subject. Include the name of the court or agency in which the proceeding is pending, the date instituted, and the principal

parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar

information as to any such proceeding known to be contemplated by governmental agencies.

16. Attach as Exhibit G copies of all contracts with any national securities exchange, national securities association or clearing

agency or securities market for which the registrant acts as a clearing agency or performs clearing agency functions.

EXHIBITS—FINANCIAL INFORMATION

17. Attach as Exhibit H a balance sheet and statement of income and expenses, and all notes or schedules thereto of registrant, as

of registrant’s most recent fiscal year for which such information is available, certified by an independent accountant. (If

certified financial information is not available, uncertified financial information should be submitted).

18. Attach as Exhibit I the addresses of all offices in which clearing agency activities are performed by registrant, or for registrant

by any person listed in response to item 4, and identify the nature of the clearing activities performed in each office listed.

EXHIBITS—OPERATIONAL CAPACITY

19. Attach as Exhibit J narrative descriptions of each service or function performed by the registrant.

20. Attach as Exhibit K a description of the measures or procedures employed by registrant to provide for the security of any system

which performs the functions of a clearing agency. Include a general description of any operational safeguards designed to

prevent unauthorized access to the system (including unauthorized input or retrieval of information for which the primary record

source is not hard copy). Identify any instances within the past year in which the described security measures or safeguards failed

to prevent unauthorized access to the system and describe any measures taken to prevent a recurrence of any such incident.

Describe also any measures used to verify the accuracy of information received or disseminated by the system.

21. Attach as Exhibit L a description of the measures or procedures employed by registrant to provide for the safeguarding of

securities and funds in its custody or control. Identify any instances within the past year in which the described security measures

or safeguards failed to prevent any unauthorized access to securities or funds in possession of registrant and any measures taken

to prevent a recurrence of any such incident.

22. If clearing agency functions are performed by automated facilities or systems, attach as Exhibit M a description of all backup

systems or subsystems which are designed to prevent interruptions in the performance of any function as a result of technical

or other malfunction. Include backups for input or output links to the system and precautions with respect to malfunctions in

any areas external to the system.

Form Ca-1 Application For Registration Or For Exemption From Registration Page 6

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