ALTERNATIVE INVESTMENT PRODUCT ( AIP ) MEMBER S AGREEMENT The Depository Trust & Clearing Corporation Subsidiary: National Securities Clearing Corporation
Page 1 of 4 NATIONAL SECURITIES CLEARING CORPORATION ALTERNATIVE INVESTMENT PRODUCT ( AIP ) MEMBER S AGREEMENT APPLICANTS: PLEASE CHECK AND INITIAL THE BOX BELOW APPLICABLE TO YOUR APPLICATION REQUEST. APPLICANTS SEEKING DUAL AIP MEMBERSHIP SHOULD CHECK AND INITIAL BOTH BOXES. AIP Manufacturer An AIP Member acting on behalf of, or under authority of, the sponsor, general partner or any other party responsible for the creation of manufacturing of an Eligible AIP Product Initials: AIP Distributor An AIP Member acting on behalf of, or under authority of, a customer or other investor in an Eligible AIP Product, or otherwise as the contraside to an AIP Manufacturer in a transactions with an AIP Manufacturer Initials: As provided for in Rule 2 Sec. 2.(ii)(i) and Rule 2A of the Rules & Procedures (hereinafter called the Rules ) of National Securities Clearing Corporation (hereinafter called NSCC ), the undersigned hereby makes application to become an AIP Member of National NSCC and agrees: SECTION I: Agreements Applicable to all AIP Members. 1. The only service or system the undersigned may utilize is the Alternative Investment Product Services. 2. The undersigned, while an AIP Member, will abide by the Rules of NSCC, and shall be bound by all the provisions thereof, and NSCC shall have all the rights and remedies contemplated by said Rules of NSCC. Notwithstanding that the undersigned may have ceased to be an AIP Member, the undersigned shall continue to be bound by the Rules of NSCC as to all matters and transactions occurring while the undersigned was an AIP Member. The undersigned acknowledges that it has reviewed the Rules of NSCC as in effect on the date thereof. 3. The undersigned will be bound by any amendment to the Rules of NSCC with respect to any use of NSCC s services subsequent to the time such amendment takes effect, as fully as though such amendment were now a part of the Rules of NSCC; provided, however that no such amendment shall affect the undersigned s right to cease to be an AIP Member of NSCC, unless before such amendment becomes effective, the undersigned is given an opportunity to give written notice to NSCC of the undersigned s election that NSCC shall cease to act for the undersigned. 4. The Rules of NSCC shall be a part of the terms and conditions of every contract or transaction which the undersigned may take or have with or through NSCC. 5. The undersigned shall not submit, clear or settle through NSCC any contract or transaction unless the Rules of NSCC are a part of the terms and conditions of such contract or transaction. 6. The undersigned will pay to NSCC such charges as shall be established by NSCC by Rule.
Page 2 of 4 7. The undersigned will not submit or confirm any transaction, charge, request, instruction or transmission through NSCC s services, nor otherwise utilize NSCC s services, in contravention of any law, rule, regulation or statute applicable to the undersigned; The undersigned will not submit any request, instruction, transaction or other transmission through NSCC s services for which it is not, directly or indirectly and whether acting on its own behalf or on behalf of any other entity, duly authorized. 8. To pay such fines as may be imposed in accordance with NSCC s Rules for the failure of the undersigned, while an AIP Member, to comply therewith. 9. To the extent the undersigned utilizes an agent to receive from and/or transmit to NSCC data, the undersigned shall be solely responsible for the acts of said agent as if it were receiving and/or transmitting such data itself and that the failure of said agents to perform shall not excuse the undersigned from a violation of NSCC s Rules. 10. The undersigned hereby indemnifies and holds harmless NSCC, its successors and assigns, and its officers, directors, employees and agents from and against any and all liability, loss or damage, including reasonable attorneys fees, that may be assessed against, suffered, or incurred by NSCC insofar as such liability, loss or damage (or any action or proceeding in respect thereof) arises as a result of or in connection with the undersigned s use, whether directly or indirectly or by or through its agents, of NSCC s services, but only to the extent that such liability, loss or damage does not arise out of the gross negligence or willful misconduct of NSCC. 11. The undersigned s books and records will at all times be open to the inspection of the duly authorized representatives of NSCC. The undersigned will furnish NSCC all such information in respect of the undersigned s business and transactions as NSCC may require, provided that if the undersigned shall cease to be an AIP Member, NSCC shall have no right under this Agreement to inspect the undersigned s books and records or to require information relating to transactions wholly subsequent to the time when the undersigned ceased to be an AIP Member. SECTION II. Agreements Applicable to AIP Manufacturers Designated Good Control Locations under SEC Rule 15c3-3(c)(7). In addition to the Agreements set forth in Section I hereto, if the undersigned is an AIP Manufacturer and is, or will be, responsible for maintaining the ownership records for uncertificated securities of an Eligible AIP Product, the undersigned further agrees that each time the undersigned designates securities in an account of an Eligible AIP Product as broker-controlled, the undersigned will be making continual and ongoing representations to the corresponding controlling AIP Distributor 1, for so long as such designation remains in place: (A) that the undersigned is responsible and authorized for maintaining the ownership records of such Eligible AIP Product and (B) that: 1. The Eligible AIP Product securities held (or to be held) in the broker-controlled account are not subject to any right, charge, security interest, lien or claim of any kind in favor of the undersigned or any person claiming through the undersigned. 2. To the knowledge of the undersigned, there are no substantial problems of an operational nature which the undersigned is experiencing or which may endanger the interest of investors in the Eligible AIP Product. 1 Only applies to AIP Distributors that are broker-dealers registered with the U.S. Securities and Exchange Commission ( SEC ).
Page 3 of 4 3. The Eligible AIP Product securities held (or to be held) in the broker-controlled account are registered with the SEC pursuant to the Securities Act of 1933, as amended, are exempt from such registration, or are not required to be so registered. 4. The Eligible AIP Product securities held (or to be held) in the broker-controlled account are registered on the books and records of the undersigned, or its designee, in the name of the controlling AIP Distributor, on behalf of such AIP Distributor s customer(s); and 5. In the case of an Eligible AIP Product issued outside the United States, the undersigned does not require the controlling AIP Distributor, or any of its customers, to pay any fees other than for safe custody or administration as a condition for the transfer of the Eligible AIP Product securities. The undersigned understands and acknowledges that such controlling AIP Distributors may be relying on the above representations in order to establish custody in accordance with SEC Rule 15c3-3 and that failure to properly comply with these representations may require such AIP Distributor to remove the Eligible AIP Product from a customer s brokerage account. SECTION III. Agreements Applicable to AIP Distributors 2 for Establishing Good Control Locations under SEC Rule 15c3-3(c)(7). In addition to the Agreements set forth in Section I hereto, if the undersigned is a broker-dealer registered with the SEC and will be relying on a broker-controlled designation within AIP to establish a good control location in accordance with SEC Rule 15c3-3, then the undersigned further agrees that, with respect to each such Eligible AIP Product securities designated as broker-controlled, the undersigned will be continually, and on an ongoing basis, agreeing with respect to such Eligible AIP Product securities, as follows: 1. The undersigned carries the Eligible AIP Product securities long in each respective customer account. 2. The undersigned reflects all share positions of the applicable Eligible AIP Product separately in its securities records or ledgers maintained pursuant to SEC Rule 17a-3. 3. The undersigned maintains in a separate file a current list of all AIP Manufacturers of which Eligible AIP Product securities are carried on the undersigned s books and records, including the name, telephone number and address of a contact person at each AIP Manufacturer; and 4. The undersigned is not aware of any substantial problems of an operational nature which AIP or the applicable AIP Manufacturer or issuer (if different) may be experiencing and which may endanger the interests of the customer. THIS AGREEMENT AND ALL TRANSACTIONS EFFECTED BY THE UNDERSIGNED WITH ANY OTHER PARTY UNDER THE RULES OF NSCC SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to them in the Rules of NSCC. 2 Only applies to AIP Distributors that are broker-dealers registered with the SEC.
Page 4 of 4 This Agreement shall take effect on the date it is accepted by NSCC, and shall continue thereafter until terminated by either party pursuant to the Rules of NSCC. (AIP Applicant Full Legal Name) By: (Authorized Officer s Signature) (Print Authorized Officer s Name) (Authorized Officer s Title) ACCEPTED: NATIONAL SECURITIES CLEARING CORPORATION By (Authorized Officer s Signature) (Print Authorized Officer s Name) (Authorized Officer s Title) (Date)