MEMBERSHIP REQUIREMENTS NSCC LIMITED FUND MEMBER DISTRIBUTOR US REGISTERED BROKER/DEALER

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1 MEMBERSHIP REQUIREMENTS NSCC LIMITED FUND MEMBER DISTRIBUTOR US REGISTERED BROKER/DEALER The Depository Trust & Clearing Corporation Subsidiary: National Securities Clearing Corporation

2 Dear Prospective Member: Thank you for your interest in membership under The National Securities Clearing Corporation which is a subsidiary of the Depository Trust and Clearing Corporation ("DTCC"). NSCC is a SEC-registered clearing agency and self-regulatory organization under the Securities Exchange Act of 1934, as amended. Below are basic guidelines on becoming said Member, along with a documentation requirement checklist for your reference. GENERAL REQUIREMENTS To help the government fight the funding of terrorism and money laundering activities, procedures have been established to obtain, verify and record information that identifies each entity that opens an account. When a firm applies for membership, we request information and documents that allow us to identify the firm. This document outlines basic requirements only. Applicants are subject to additional requirements/standards for membership pursuant to the Rules. NSCC Rules and Procedures may be viewed online, at The National Securities Clearing Corporation ("NSCC") is a subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). NSCC is an SEC-registered clearing agency and a self-regulatory organization under the Securities Exchange Act of 1934, as amended. REGULATORY REQUIREMENTS Applicants are required to obtain regulatory approval from their primary regulator to conduct the business for which the applicant is completing this application. Before applying for membership, applicants should obtain the required approval and provide the information supporting and documenting the approval. OPERATIONAL REQUIREMENTS Each applicant must have an established business history of a minimum of six months and be able to satisfactorily communicate with NSCC and to otherwise meet NSCC s operational requirements. CAPITAL REQUIREMENTS Each applicant must have $50,000 in excess net capital over the minimum net capital requirement imposed by the SEC or such higher minimum capital requirement imposed by the applicant s primary regulator, and aggregate assets under management for all investment companies registered under the Investment Company Act of 1940 for whom it distributes shares of at least $500,000. SETTLING BANK ARRANGEMENTS A NSCC Member is required to appoint a bank to act as its NSCC settling bank. The settling bank must be a NSCC approved settling bank and will be responsible for paying to NSCC on behalf of the Member any balances owed to NSCC and paying to the Member any balances owed to it by NSCC. A listing of NSCC approved U.S. based entities can be provided upon request Page 2 of 5

3 GUARANTEE OR LETTER OF CREDIT In some instances, the Applicant may be required to obtain either an unconditional guarantee or a clean Letter of Credit in the form provided by our organization. An U.S. issuer acceptable to our organization must provide the guarantee or the Letter of Credit. Whether a guarantee or Letter of Credit is required will be determined by our organization after reviewing the Applicant's organization and financial information requested as part of the supporting documentation requirements. Applicant will be notified if this is a requirement, in such instances. DOCUMENTATION REQUIREMENTS CHECKLIST & INSTRUCTIONS While some parts of the process are incorporated into our, we will require you to upload copies or require originals of certain documents. This checklist is to help guide you in completing your membership application. Attach in Original Required Answers are input into the Along with your answer(s), please provide additional supporting documentation Documents typically requiring an original signature. Please download the appropriate form, execute and return to our offices STAGE 1 Questionnaire and Supporting Document Requirements Tab Membership Questionnaire Please note, the quality and thoroughness of the answers provided on the Questionnaires will affect the amount of time it takes our organization to complete its review of the membership request. Membership Addendum to Questionnaire Please note, the quality and thoroughness of the answers provided on the Questionnaires will affect the amount of time it takes our organization to complete its review of the membership request. Please note that this questionnaire must be signed. Formation Documents Please upload a copy of the Applicant s form of legal entity (e.g., articles of incorporation, articles of formation, charter, partnership articles). Legal Entity Chart Please provide a chart detailing any parents, subsidiaries, affiliated entities or entities under common ownership or control, including the relative ownership percentages of 10% or greater. Please note that this document must be recently dated to show that it is current as of the due date of submission. Annual Audited Financial Statements Applicant Annual Audited Financial Statements of the Applicant for the past three (3) years. If Applicant does not have separate audited financials but is part of a holding company, send annual audited financial statements of the parent company for past three (3) years. Applicant must be named in annual audit. In order to perform the analysis, we require individual reports for each year. They should include the auditor's report, balance sheet, income statement, auditor's notes, the report on internal controls & procedures (if available), etc. FOCUS Filings Copies of all FOCUS filings that the Applicant was required to file with its Primary Regulator for the past twelve (12) month period U.S. I.R.S. Tax Form W9 Blank forms can be found at Attach in Original required Y N N Prospectus Most recent, prospectus, offering memorandum or private placement memorandum or investment objectives & guidelines brochure, if applicable. Page 3 of 5

4 Professional Bios Professional Bios of the Manager of day-to-day operations and a minimum of two back-up personnel including, names, titles, duties and professional experience. Business or Conversion Plan If the applicant is required to file a business or conversion plan with its primary regulator in order to obtain approval to conduct the business for which it is making this application, a copy of that business or conversion plan should also be provided along with any other correspondence with the primary regulator. 17a-11 Reporting Copies of all 17a-11 reporting as filed with the SEC and Primary Regulator for the most recent 12month period. Regulatory Notification of Application Intent A copy of the Applicant s letter to its primary regulator informing the primary regulator of the Applicant s intent to seek membership. This letter should be addressed to the Applicant s core examiner and provide as much detail as possible with regard to the business the Applicant intends to conduct at our organization. FINRA Member Agreement A copy of the applicant s most recent Member s Agreement with FINRA, if applicable. OFAC Letter Requirement for U.S. Entities, Including U.S. Branch Applicant of a Non-U.S. Entity The OFAC Letter is intended to evidence that the Applicant: (i) has the primary relationship with the customers for whom will be conducting activity through our organization; and (ii) has implemented a risk-based program reasonably designed to comply with applicable OFAC sanctions and regulations. Note that if the Applicant is an existing settling member of any of the other DTCC affiliates (DTC, FICC, GSD or MBSD), then this document is not required (affiliated entities to the Applicant do not qualify as an exemption). STAGE 2 Legal Agreements and Forms Tab (Note that any agreements herein requiring counter-signature from our organization will be signed and returned only following the approval and activation of your account) Certificate of Member s Corporate Resolutions Applicant must adopt new resolutions for purposes of becoming a member. Certificate of Incumbency Applicant must submit a listing of authorized signers that are authorized to submit any written request with regards to its account. Applicant is encouraged to designate at least two signers. Attach in Original required Multi-Member s Agreement Legal Opinion To be provided by General Counsel or outside counsel of the firm. Please be advised that counsel rendering an opinion to our organization must be qualified to render an opinion based upon the laws in which the applicant is organized and such other matters as contained in the provided template(s). Appointment of Settling Bank Agreement & Settling Bank Agreement Please complete this form in triplicate. Once this agreement is signed by the Applicant, they must also have it signed by the appointed settling bank before returning it to our organization. Note that all signers, including that of the settling bank, must be recognized as authorized signers by our organization. Settling Banks should contact their respective relationship manager at our organization, should they need assistance. Page 4 of 5

5 An in-depth review of each applicant is performed. Submitting the information and the agreements and forms noted above is a condition of membership; however this does not automatically entitle a firm to membership. Please return original supporting documents to: The Depository Trust & Clearing Corporation Account Administration Department 55 Water Street, 1 SubLevel New York, NY Page 5 of 5