Copy to Jack Habert, 12/28/201 American LegalNet, Inc. www.FormsWorkFlow.com Copy to Jack Habert, 12/28/201 FORM SBSE-A INSTRUCTIONS 002A. GENERAL INSTRUCTIONS002 1. 003FORM - Form SBSE-A is the Application for Registration as either a Security-based Swap Dealer or Major Security-based Swap Participant (collectively, 223SBS Entities224) by an entity that is not registered or registering with the Commission as a broker-dealer but is registered or registering with the Commodity Futures Trading Commission (223CFTC224) as a swap dealer or major swap participant. These SBS Entities must file this form and a legible copy of the Form 7-R they file with the CFTC (or its designee) to register with the Securities and Exchange Commission. An applicant must also file Schedules A, B, C, D and F, as appropriate. There is no Schedule E. An entity that is registered or registering with the Commission as a broker-dealer and also is registered or registering with the Commodity Futures Trading Commission (223CFTC224) as a swap dealer or major swap participant should file Form SBSE-BD to register with the Commission as an SBS Entity. 2. 003ELECTRONIC FILING - This Form SBSE-A must be filed electronically with the Commission through the EDGAR system, and must utilize the EDGAR Filer Manual (as defined in 17 CFR 232. 11) to file and amend Form SBSE-A electronically to assure the timely acceptance and processing of those filings. Additional documents shall be attached to this electronic application. 3. 003UPDATING - By law, the applicant must promptly update Form SBSE-A information by submitting amendments whenever the information on file becomes inaccurate or incomplete for any reason [17 CFR 240.15Fb2-3]. In addition, the applicant must update any incomplete or inaccurate information contained on Form SBSE-A prior to filing a notice of withdrawal from registration on Form SBSE-W [17 CFR 15Fb3-2(a)]. 4. 003CONTACT EMPLOYEE - The individual listed as the contact employee must be authorized to receive all 002compliance information, communications, and mailings, and be responsible for disseminating it within the 002applicant's organization. 0024. 003FEDERAL INFORMATION LAW AND REQUIREMENTS - An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. Sections 15F, 17(a) and 23(a) of the Exchange Act authorize the SEC to collect the information on this form from registrants. See 15 U.S.C. 24724778o-10, 78q and 78w. Filing of this form is mandatory. The principal purpose of this Form is to permit the Commission to determine whether the applicant meets the statutory requirement to engage in the security-based swap business. The Commission maintains a file of the information on this form and will make information collected via the form publicly available. Any member of the public may direct to the Commission any comments concerning the accuracy of the burden estimate on this Form, and any suggestions for reducing this burden. This collection of information has been reviewed by the Office of Management and Budget in accordance with the clearance requirements of 44 U.S.C. 2473507. The information contained in this form is part of a system of records subject to the Privacy Act of 1974, as amended. The Securities and Exchange Commission has published in the Federal Register the Privacy Act Systems of Records Notice for these records. B. FILING INSTRUCTIONS 1. 003FORMAT a. 003Items 1-19 and the accompanying Schedules and DRP pages must be answered and all fields requiring a response must be completed before the filing will be accepted. b. 003Failure to follow instructions or properly complete the form may result in the application being delayed or rejected. c.003 Applicant must complete the execution screen certifying that Form SBSE-A and amendments thereto have been executed properly and that the information contained therein is accurate and complete. d. 003To amend information, the applicant must update the appropriate Form SBSE-A screens. e. 003A paper copy, with original signatures, of the initial Form SBSE-A filing and amendments to Disclosure Reporting Pages (DRPs) must be retained by the applicant and be made available for inspection upon a regulatory request. 2. 003DISCLOSURE REPORTING PAGE (DRP) 226 Information concerning a principal that relates to the occurrence of an event reportable in Schedule D must be provided on the appropriate DRP. The mailing address for questions and correspondence is: The Securities and Exchange Commission002 Washington, DC 20549002 American LegalNet, Inc. www.FormsWorkFlow.com Copy to Jack Habert, 12/28/2011 EXPLANATION OF TERMS 002(The following terms are italicized throughout this form.)002 1. 003GENERAL Terms used in this Form SBSE-A that are defined in the form the CFTC requires that swap dealers and major swap participants use to apply for registration with the CFTC shall have the same meaning as set forth in that form. APPLICANT - The security-based swap dealer or major security-based swap participant applying on or amending this form. CONTROL - The power, directly or indirectly, to direct the management or policies of a company, whether through ownership of securities, by contract, or otherwise. Any person that (i) is a director, general partner or officer exercising executive responsibility (or having similar status or functions); (ii) directly or indirectly has the right to vote 25% or more of a class of a voting security or has the power to sell or direct the sale of 25% or more of a class of voting securities; or (iii) in the case of a partnership, has the right to receive upon dissolution, or has contributed, 25% or more of the capital, is presumed to control that company. JURISDICTION - A state, the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, or any subdivision or regulatory body thereof. SUCCESSOR 226The term 223successor224 is defined to be an unregistered entity that assumes or acquires substantially all of the assets and liabilities, and that continues the business of, a predecessor security-based swap dealer or major security-based swap participants that ceases its security-based swap activities. [See Exchange Act Rule 15b2-5 (17 CFR 240.15Fb2-5)] UNIQUE IDENTIFICATION CODE or UIC 226 For purposes of Form SBSE-A, the term 223unique identification code224 or 223UIC224 means a unique identification code assigned to a person by an internationally recognized standards-setting system that is recognized by the Commission [pursuant to Rule 903(a) of Regulation SBSR (17 CFR 242.903(a))]. 3. 003FOR THE PURPOSE OF SCHEDULE D AND THE CORRESPONDING DISCLOSURE REPORTING PAGES (DRPs) FOREIGN FINANCIAL REGULATORY AUTHORITY - Includes (1) a foreign securities authority; (2) other governmental body or foreign equivalent of a self-regulatory organization empowered by a foreign government to administer or enforce its laws relating to the regulation of financial services industry-related activities; and (3) a foreign membership organization, a function of which is to regulate the participation of its members in the activities listed above. FINANCIAL SERVICES INDUSTRY-RELATED 226 Pertaining to securities, commodities, banking, savings association activities, credit union activities, insurance, or real estate (including, but not limited to, acting as or being associated with a broker-dealer, municipal securities dealer, government securities broker or dealer, issuer, investment company, investment adviser, futures sponsor, bank, security-based swap dealer, major security-based swap participant, savings association, credit union, insurance company, or insurance agency). (This definition is used solely for the purpose of Form SBSE-A.) INVOLVED - Doing an act or aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act. ORDER - A written directive issued pursuant to statutory authority and procedures, including orders of denial, suspension, or revocation; does not include special stipulations, undertakings or agreements relating to pa