Form CA-1 Application For Registration Or Exemption From Registration As A Clearing Agency (SEC1853) {CA-1}

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0195 Expires: September 30, 2017 Estimated average burden hours per response 130.00 FORM CA-1 APPLICATION FOR REGISTRATION OR FOR EXEMPTION FROM REGISTRATION AS A CLEARING AGENCY AND FOR AMENDMENT TO REGISTRATION PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934 ("the Act") INSTRUCTIONS FOR USE OF FORM CA-1 I. General Instructions for Preparing and Filing Form CA-1 l. Form CA-1 is to be used by clearing agencies, as defined in Section 3(a)(23) of the Act, which perform the functions of a clearing agency with respect to any security other than an exempted security, as defined in Section 3(a)(l2) of the Act, to apply for registration or for exemption from registration or to amend registration with the Securities and Exchange Commission (the "Commission"). As used hereinafter, the term "Form CA-1" includes the form and any required schedules, exhibits or attachments thereto. 2. Clearing agencies are required to file four completed copies of Form CA-1 with the Commission, 100 F Street, N.E., Washington, D.C. 20549. In addition, with respect to a clearing agency for which the Commission is not the appropriate regulatory agency, as defined in Section 3(a)(34)(B) of the Act, Section 17(c)(1) of the Act requires such clearing agency to file with the appropriate regulatory agency for such clearing agency a signed copy of any application, document or report filed with the Commission. Each clearing agency should retain an exact copy of Form CA-1 for the clearing agency's records. 3. The date on which a Form CA-1 is received by the Commission shall be the date of filing thereof if all the requirements with respect to filing have been complied with. A Form CA-1 which is not prepared and executed in compliance with applicable requirements may be returned as not acceptable for filing. However, acceptance of Form CA-1 shall not constitute a finding that it has been filed as required or that the information submitted is true, current or complete. 4. Copies of Form CA-1 and the schedules, exhibits and attachments thereto may be duplicated and are acceptable for filing provided an original, manual signature is affixed to the execution section of each copy. Form CA-1 and the schedules, exhibits and attachments thereto may be duplicated by any method producing legible copies, of type size identical to that in the Form, on good quality, unglazed, white paper. 5. If Form CA-1 is filed by a corporation, it shall be signed in the name of the corporation by a principal officer duly authorized; if it is filed other than by a corporation it shall be signed by a duly authorized principal of the organization filing the Form. As used in this Form, principal officer means the president, vice president, treasurer, secretary, comptroller or any other person performing a similar function. 6. If the space provided for the answers to items 1-9 of Form CA-1 is insufficient, the complete answer shall be prepared on Schedule A, which shall be attached to the Form. 7. Individuals' names, except for executing signatures, shall be given in full wherever required (last name, first name, middle name). The full middle name is required. Initials are not acceptable unless the individual legally has only an initial. 8. Unless the context otherwise requires, "registrant" means the entity on whose behalf Form CA-1 is filed, whether filed as a registration, as an application for exemption from registration or as an amendment to a previously filed Form CA-1. 9. Unless the context clearly indicates otherwise, the terms used in Form CA-1 have the meanings given in the Act. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC1853 (2-09) American LegalNet, Inc. www.FormsWorkFlow.com II. Instructions Relating to Filing Form CA-1 as a Registration Form or an Application for Exemption From Registration 10. If Form CA-1 is being filed as a registration form or an application for exemption from registration, all applicable items are required to be answered in full. If any item is not applicable, respond with "none" or "N/A" (not applicable), as appropriate. 11. If Form CA-1 is being filed as an application for exemption from registration, it must be accompanied by a statement demonstrating why the granting of an exemption from registration as a clearing agency would be consistent with the public interest, the protection of investors and the purposes of Section 17A of the Act. III. Instructions Relating to Filing Form CA-1 as an Amendment to a Registration Form 12. Promptly following the date on which information reported at items 1-3 of Form CA-1 becomes inaccurate, incomplete or misleading, the registrant shall file an amendment on Form CA-1 correcting the inaccurate, incomplete or misleading information. 13. If an item is amended, the registrant must repeat all unamended items as they last appeared on the page on which the amended item appears and must file four copies of the new page, each with updated and properly completed cover and execution pages. IV. Instructions as to SPECIFIC ITEMS on Form CA-1 14. Cover page--Indicate whether Form CA-1 is filed as a registration, an application for exemption from registration or an amendment. If the Form is filed as a registration, indicate whether the applicant requests the Commission to consider granting registration in accordance with paragraph (c)(1) of Rule 17Ab2-1. 15. Item I--Include a street address; a post office box alone is not acceptable. 16. In responding to, and furnishing the schedules required by, the items on Form CA-1, particularly items 5(c)(ii) and 5(d)(ii) and the exhibits required by items 20 and 21, the registrant may request that confidential treatment be accorded with respect to the information disclosed, by binding the responses, schedules and exhibits for which confidential treatment is sought separately from the balance of Form CA-1 and furnishing a statement requesting confidential treatment, specifying both the exemptive provision under the Freedom of Information Act (5 U.S.C. 552(b)) on which the request is based and the considerations which make the exemptive provision applicable to the information for which confidential treatment is requested. V. Notice 17. Under Sections 17, 17A(b) and 23(a) of the Securities Exchange Act of 1934 and the rules an