Page 27 of 52

EXHIBIT 5

Bold and underlined text indicates proposed additions.

Bold and strikethrough text indicates proposed deletions.

The Depository Trust Company

Underwriting Service Guide

***
Copyright
IMPORTANT LEGAL INFORMATION

The contents of all Service Guides constitute "Procedures" of The Depository Trust Company ("DTC")
as defined in the Rules of DTC. If Participants or other authorized users of DTC's services fail to
follow these Procedures precisely, DTC shall bear no responsibility for any losses associated with
such failures.

From time to time, DTC receives from outside sources notices, other documents, and
communications concerning financial assets. Although DTC may make certain of such documents
and communications, or extracts therefrom, ("Information") available to Participants and other
authorized users, it shall be under no obligation to do so nor, having once or more done so, shall
DTC have a continuing obligation to make available Information of a certain type. Information is not
independently verified by DTC and is not intended to be a substitute for obtaining advice from an
appropriate professional advisor. Therefore, Participants and other authorized users are advised to
obtain and monitor Information independently. In addition, nothing contained in Information made
available to Participants and other authorized users shall relieve them of their responsibility under
DTC's Rules and Procedures or other applicable contractual obligations to check the accuracy, where
applicable, of Participant Daily Activity Statements and all other statements and reports received
from DTC and to notify DTC of any discrepancies. DTC DOES NOT REPRESENT THE ACCURACY,
ADEQUACY, TIMELINESS, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR PURPOSE
OF ANY INFORMATION (AS DEFINED ABOVE) PROVIDED TO PARTICIPANTS AND OTHER
AUTHORIZED USERS, WHICH IS PROVIDED AS-IS. DTC SHALL NOT BE LIABLE FOR ANY
LOSS RELATED TO SUCH INFORMATION (OR THE ACT OR PROCESS OF PROVIDING SUCH
INFORMATION) RESULTING DIRECTLY OR INDIRECTLY FROM MISTAKES, ERRORS, OR
OMISSIONS, OTHER THAN THOSE CAUSED DIRECTLY BY GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT ON THE PART OF DTC. Further, such Information is subject to change. Participants
and other authorized users should obtain, monitor, and review independently any available
documentation relating to their activities and should verify independently information received from
DTC.

DTC SHALL NOT BE LIABLE FOR: (1) ANY LOSS RESULTING DIRECTLY OR INDIRECTLY
FROM INTERRUPTIONS, DELAYS, OR DEFECTS ARISING FROM OR RELATED TO ITS
SERVICES; AND (2) ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR
PUNITIVE DAMAGES.

The services provided by DTC to its Participants and other authorized users are provided only
pursuant to the terms and conditions of the Participants Agreement, which references the Rules and
Procedures of DTC, and/or other contractual documents (collectively, the "Contractual Documents").
DTC's obligations to Participants and other authorized users are therefore contractual in nature and
are limited solely to those obligations expressly set forth in the Contractual Documents. Participants
and other authorized users are obligated to, among other things, follow precisely the procedures
outlined in the Contractual Documents and provide DTC with complete and accurate information. In
accepting financial assets from Participants and/or providing services to other authorized users, DTC
Page 28 of 52

relies, among other things, upon the duty of Participants and other authorized users to exercise
diligence in all aspects of each transaction processed through DTC.

Participants and other authorized users expressly acknowledge that the services provided by DTC are
ministerial in nature. Moreover, as further reflected by DTC's fee structure (which typically bears
no relationship to the dollar value of any given transaction), DTC does not accept any risk of loss to
Participants, other authorized users and possible third party beneficiaries with respect to
transactions being processed by DTC.

Copyright © 1999 – 2013 2018 by The Depository Trust Company ("DTC"). All rights reserved.
This work (including, without limitation, all text, images, logos, compilation and design) is
copyrighted, is proprietary, and is intended for the exclusive use of DTC's Participants and other
authorized users of DTC's services. If this work is received in any electronic medium, authorized
users of this work are permitted the limited right to make reproductions and transmissions
necessary for downloading and storage of this work on the users' computers. Such users are also
permitted to print one or more paper copies from the electronic version for their own use. Other
than to this limited extent, no part of this work (including any paper copies thereof or print versions
thereof) may be altered, reproduced or distributed (including by transmission) in any form or by
any means, or stored in any information storage and retrieval system, without DTC's prior written
permission.

REDISTRIBUTION BY PARTICIPANTS OF CERTAIN DATA FILES AND THE INFORMATION PROVIDED

BY DTC IS STRICTLY PROHIBITED. FOR PURPOSES OF THIS PROCEDURE, “DATA FILES” SHALL
MEAN THE BULK CORPORATE ACTIONS DATA FILES PROVIDED BY DTC TO PARTICIPANTS. EACH
DATA FILE PROVIDED BY DTC TO A PARTICIPANT IS AND SHALL CONTINUE TO BE THE PROPERTY
OF DTC AND NOT OF ANY PARTICIPANT IN RECEIPT THEREOF; THIS PROCEDURE DOES NOT
CONSTITUTE THE GRANT OF ANY LICENSE IN, TO OR FOR THE USE OF, ANY DATA FILE OR
INFORMATION DISTRIBUTED HEREUNDER OTHER THAN TO DISTRIBUTE TO ITS ACCOUNT
HOLDERS INFORMATION CONTAINED IN ANY DATA FILE IT RECEIVES TO THE EXTENT SUCH
INFORMATION IS RELEVANT TO THE SECURITY HOLDINGS OF SUCH ACCOUNT HOLDERS, OR IS
OTHERWISE REQUIRED BY APPLICABLE LAW.

Participants shall not use, distribute, transmit or otherwise make available any Data File or
Information, with or without any service charge or fee, as the basis for or as part of a data product
or service offered for commercial gain to any other person. DTC’s affiliate DTCC Solutions LLC
(“DTCC Solutions”) has the right to license usage of the Data Files for purposes other than those
permitted in the first paragraph of this Procedure, and any Participant which wishes to use or
distribute Data Files other than as contemplated hereby must contract directly with DTCC Solutions
prior to any such distribution. This restriction includes, but is not limited to, service bureaus and
other third parties, whether or not affiliated with a Participant, regardless of whether such person as
previously itself received and/or used any Data Files in the past; such entities may obtain the Data
Files only upon execution of a license agreement with DTCC Solutions.

DTC shall have the right, but not the obligation, to audit the use and distribution of Information and
Data Files by any Participant. Unauthorized use or distribution by Participant, any of its Affiliates or
any of its account holders may result in a fine or other reasonable penalty determined by DTC in
accordance with its rules in light of the facts and circumstances of such unauthorized use or
distribution. By its acceptance of Information or any Data File, each Participant agrees that, in
addition to all other remedies that may be available, DTC and its affiliate DTCC Solutions shall be
entitled to seek specific performance and injunctive and other equitable relief as a remedy for any
breach of this Procedure by such Participant, its officers, employees, advisors or agents. Neither
DTC nor DTCC Solutions shall be liable for any loss, cost or expense arising out of the use of any
Data File or the Information contained therein, or the gross negligence or willful misconduct of any
Participant with respect to any Data File or the Information contained therein, provided hereunder,
the failure of any Participant to comply with these Rules and Procedures or applicable law, or for any
consequential, special or punitive damages related thereto.

The contents of the Service Guides are updated in different formats on a periodic basis. Participants
and other authorized users of the Service Guides will find the most current version of the Service
Guides, as well as DTC Important Notices which address the contents of the Service Guides, on
DTC's internet site, https://login.dtcc.com/dtcorg www.dtcc.com. DTC Important Notices
are available at http://www.dtcc.com/legal/important-notices?subsidiary=DTC&pgs=1.
DTC shall bear no responsibility for any losses associated with the failure of Participants or other
authorized users to follow DTC's most current Service Guides and/or Important Notices.
Participants or other authorized users may direct inquiries about the Service Guides, as
well as requests for additional copies, to the Customer Training and Information Services
Page 29 of 52

Department, The Depository Trust Company, 55 Water Street, 27th Floor, New York, NY
10041-0099, USA; fax number: (212) 855-2283; e-mail address:
training_administrator@dtcc.com.
Page 30 of 52

About Underwriting Services:

Introduction Overview
Overview

This chapter describes DTC's Underwriting products. Each section includes a description
of the product, how it works, and a list of associated Participant Terminal System (PTS )
functions you can use to access information about the product.

DTC, through its underwriting department (“Underwriting Department”), serves the

financial industry by making securities eligible for depository services. Through DTC,
Participants have the ability to distribute new and secondary offerings quickly and
economically by electronic book-entry delivery and settlement. These securities are
then available for depository services. DTC maintains a master file of all CUSIP numbers
representing securities made eligible at DTC.

This guide describes services offered through Underwriting and related requirements.

In addition, DTC’s Operational Arrangements (“OA”), available at

http://www.dtcc.com/~/media/Files/Downloads/legal/issue-
eligibility/eligibility/operational-arrangements.pdf, set forth the criteria for an issue to
become and remain eligible at DTC and should be used in conjunction with this Service
Guide. The OA outlines the various eligibility requirements, including, but not limited to:

• Securities Eligible for DTC’s services

• Standard time frames for providing underwriting information to DTC
• Documentation including Letters of Representations and applicable riders
• Opinions of counsel
• Ownership thresholds

About Underwriting

DTC qualifies the eligibility of both new and old issues for DTC services and maintains a
CUSIP master file. For new issues, underwriters can distribute both new and secondary
offerings of securities quickly and economically through electronic book-entry delivery
and settlement while making the new issue eligible for DTC services. Underwriting
services also includes the Money Market Instrument (MMI) Program, which provides
customers and issuing/paying agents with a fully automated book-entry environment for
the issuance and settlement of money market securities, and the Initial Public Offering
(IPO) Tracking Service, which allows underwriters to track deliveries of equity
securities by syndicate members during the underwriting stabilization period.

Generally, the only securities that can be made eligible for DTC's book-entry delivery
services are those that

• Have been registered with the Securities and Exchange Commission (SEC)
pursuant to the Securities Act of 1933 (the Securities Act), as amended, or
• Are exempt from registration pursuant to a Securities Act exemption that does
not involve transfer or ownership restrictions, or
• Are eligible for resale pursuant to Rule 144A or Regulation S (and otherwise
meet DTC's eligibility criteria).

Instruments that are eligible for DTC's Underwriting service include corporate equities
and debt securities, municipal debt, money market instruments, asset- and mortgage-
backed securities, and S. Treasury and agency bonds.

Glossary Term Abbreviation Definition

Page 31 of 52

book-entry-only BEO An issue authorized for deposit at DTC in the form of one or
security more global certificates for each tranche of an issue.
Ownership positions and transactions in each security are
reflected in DTC's records and in the records of participating
banks and brokers.
Transaction confirmations and periodic account statements
provided to investors identify securities the investor owns and
report on activity in the investor's account.

Blanket Letter of BLOR An agreement accepted by DTC from municipal issuers in

Representations which the issuer agrees to comply with the requirements
stated in the Operational Arrangements, as they may be
amended from time to time. DTC requires an issuer to submit
a BLOR only once for all its future municipal issues distributed
through DTC.

closing date The date on which the Underwriting Department will distribute
an issue to the underwriter's DTC participant account for
book-entry delivery and settlement upon notification by both
the underwriter and the issuer that an issue has closed. Also
referred to as the distribution date.

CUSIP number The identification number created by the American Banking

Association's Committee on Uniform Security Identification
Procedures (CUSIP) to uniquely identify issuers and issues of
securities and financial instruments. The CUSIP number
consists of nine digits; the first six digits identify the issuer and
have been assigned to issuers in alphabetic sequence, and the
next two characters (alphabetic or numeric) identify the issue.
The ninth digit is the check digit.

data distribution DD A receptacle located in the central delivery area of DTC used
box for distributing hard-copy reports and notices to participants.

Fast Automated FAST An arrangement between DTC and transfer agents to eliminate
Securities Transfer the movement of securities certificates. By signing the Balance
Certificate Agreement with DTC, agents agree to maintain
DTC-eligible inventory in the form of jumbo certificates
registered in the name of DTC's nominee name, Cede
&Co. DTC and FAST agents electronically reconcile the results
of participants’ daily deposit and withdrawal activities.

flipping The sale of shares of a security in the secondary market during

the stabilization period or penalty-bid period.

global An issue that is eligible to trade and settle at a domestic as

well as an international depository.

initial public IPO A corporation's first offering of stock to the public. In an IPO, a
offering corporation must comply with registration requirements of the
Securities and Exchange Commission (SEC).
Page 32 of 52

Glossary Term Abbreviation Definition

lead manager The institution that organizes and leads a syndicate of

underwriters in purchasing and distributing shares of an
offering to investors. Also known as lead underwriter.

Letter of LOR An agreement that contains certain representations that must

Representations be made to DTC by the issuer and others before various issue
types (for example, book- entry-only issues, Rule 144A issues,
and Regulation S issues) can be made eligible for DTC's
services.

offering documents A formal written offer to sell securities that sets forth the plan
for the proposed business enterprise (or the facts concerning
an existing one) that an investor needs in order to make an
informed investment decision.

operational The requirements for an issue to become eligible for DTC

arrangements services that incorporates standards for income,
reorganization, and redemption payments ("Principal and
Income Payments"), adopting the guidelines set by the U. S.
Working Committee Group of Thirty (G-30) Clearance and the
Settlement Project Same-Day Funds Task Force (P Task
Force).

penalty-bid period Established time period in which the lead manager has the
right to penalize syndicate members for their customers'
flipping activity.

private placement The sale of securities directly to private persons, institutional

investors, or both outside a public offering. Unlike a public
offering, a private placement does not have to be registered
with the SEC.

SEC-registered An offering of securities that is filed with the Securities and

company Exchange Commission (SEC).

stabilization period The duration of time immediately after the closing of an issue
during which the lead manager may purchase securities in the
open market in order to stop a decline in the price of the
securities.

syndicate A group of investment banks assembled by a lead manager to

underwrite a new issue. Also known as a selling group.

Preparing to Use the Products

In order to use the products associated with this service, you must have access to one of
the following:

• The PTS network. Contact your Relationship Manager for more information.
• CCF, CCF II, or MDH.

Contact your Relationship Manager for more information.

Note- DTC also provides various hard-copy reports.

Understanding Relevant Dates

Page 33 of 52

The following table describes the information and materials needed by DTC to process an
underwriting in a timely manner.

DTC requires By this date

Submission of the following items to the At least 10 business days before the
Eligibility area of the Underwriting closing date
Department:
Note- Municipal Securities Rulemaking
• Preliminary offering document (for Board (MSRB) Rule G-34 requires
example, official statement, prospectus, underwriters to apply for depository
offering memorandum) that provides eligibility for a new issue of securities
information about the issue (for example, within one business day of either the
issuer name; description of the security; award from the issuer or after the
denominations; names of paying and execution of the contract to purchase
transfer agents; underwriter; applicable the securities from the issuer. DTC
put option, tender, and redemption understands that in the vast majority of
features) cases either of these events occurs in
• Completed and signed Eligibility time to meet this 10-business-day
Questionnaire standard. DTC will, however, work with
underwriters when these events occur
Note- You can electronically fill out and submit fewer than 10 business days before the
the Eligibility Questionnaire for new issues closing date.
through DTC's Web site at
https://login.dtcc.com/dtcorg.

Eligibility Questionnaires are not required for

issues submitted for eligibility to DTC via the
PTS function PUND, which captures the same
information independently. Issues submitted
via PUND, the Web, or other automated means
that DTC may offer, can be accepted in shorter
time frames, but in no instance later than 4
business days before the closing date.

For BEO issues and all Rule 144A or Regulation At least 10 business days before the
S issues, closing date

• Draft Letter of Representations (LOR), if a

Blanket Letter of Representations (BLOR)
for the issuer has not been filed with DTC

Note- BLORs are currently available only

for municipal issues. BLORs and LORs for
municipal issues must be sent to DTC's
Underwriting Department; LORs for
corporate issues must be sent to DTC's
General Counsel's Office.

• Cover page and securities description

section of the preliminary offering
document
Page 34 of 52

DTC requires By this date

Submission of the following information to the At least 7 business days before the
Eligibility area of the Underwriting Department: closing date

• Identity of the lead underwriter (normally

identified from the preliminary offering
statement in negotiated deals; identification
must be available on the seventh business
day before the closing for competitive deals)
• CUSIP numbers and principal amount per
CUSIP
• Interest rates and maturity dates

Note- For corporate issues, interest rates and

maturity dates should be provided to DTC upon
pricing of the issue.

For IPO-tracked issues, a written request from 3:00 p.m. eastern time, two business
the lead underwriter to DTC's Underwriting days before the closing date
Department to make the issue eligible for DTC's
IPO Tracking System

• Receipt of securities, or • Noon eastern time on the

business day before the closing
Note- If registered certificates cannot be date
made available to DTC within this time
period, the lead underwriter must submit a Note- A Receipt and Safekeeping
signed Letter of Securities Possession to Agreement is automatically
process the distribution of the issue by book provided to the issuer at this
entry on the closing date. You can request a time.
copy of this letter from the DTC Web site at
https://login.dtcc.com/dtcorg or by calling
the Underwriting Packaging Department at
• As early as the opening of
business but no later than noon
(212) 855-8820.
eastern time on the closing date

• Confirmation by the agent, via the PTS

function FRAC, of the issue's FAST balance

Note- DTC must receive balance

confirmation from the agent before it will
credit securities to a participant's account.
In addition, in no event will credit be given
to a participant's account unless the
Underwriting Department has received a
closing call from the underwriter and the
agent.

Notification from the underwriter and the agent 1:15 p.m. eastern time on the closing
about the issue's closing date

Note- Requests for limited extensions

will be considered for issues of$100
million or more and must be received
by 1:00 p.m. eastern time.

Service Topics:
Page 35 of 52

Closing

About the Product

The Closing area is responsible for ensuring that the lead underwriter's participant account
is credited on settlement date with the position for the new issue. Position is moved from a
DTC internal account to the lead underwriter's participant account for book-entry delivery
and settlement upon notification by both the issuer (or its agent) and the underwriter that
an issue has closed.

How the Product Works

Each morning the Closing area checks the Underwriting internal account to ensure that it
has correct position for each issue scheduled to close that day. When an issuer or its agent
and the underwriter call the Closing area to confirm that the issue has closed and verifies
pertinent data, the Closing area releases the position from an internal DTC account and credits
the lead underwriter's participant account, provided that DTC received the certificates or that the
FAST balance was approved. Once the issue has closed and position is released into the
underwriter's DTC participant account, pending deliveries from the underwriter to the syndicate
members are made within minutes.

The DTC Closing Desk can be reached by calling the Underwriting Hotline at 866-724-
4402.

Note- Occasionally the issuer or its agent sends DTC a letter of authorization informing DTC that
only persons designated in the letter are authorized to release position to the participant's DTC
account.

DTC must be notified of an issue's closing by 1:15 p.m. eastern time to process the
distribution on closing date. It will, however, grant an extension for certain "high-dollar-
value" issues of$100 million or more. DTC must receive requests for extensions by 1:00
p.m. eastern time.

Issues can be closed using a Letter of Securities Possession (see Packaging) when the lead
underwriter will not be able to have securities made available to DTC within a specified
period.

Understanding Relevant Dates

See Exhibit B of the Operational Arrangements for the “Underwriting Standard Time
Frames” which provide the time frames for information and materials needed by DTC to
process an underwriting in a timely manner.

Associated Participant Terminal System (PTS) Functions

You can use the following PTS functions in association with Closing.

This function Allows you to

ART Inquire about the details of transactions processed by DTC

FRAC Confirm or reject FAST Underwriting Shipment Control Lists (SCL)

Note- This function is generally available to transfer agents only.

Agents are encouraged to update FRAC before an issue closes in
order to ensure timely updates to an underwriter's account and to
more quickly identify possible discrepancies in amounts or CUSIP
numbers.
Page 36 of 52

GWIZ View the details of eligible issues.

PUND Add, update, or inquire about an issue; delete a pending transmission;

or get a certificate denomination breakdown.

Closing Contact Number

For more information on Closing, call the DTC Customer Support Center at (888) 382-2721.

IPO Tracking System

About the Product

The IPO Tracking System tracks the movement of IPO shares for a designated period. The system
monitors the market activity of an IPO issue, including the sale ("flipping") of IPO shares during the
tracking (stabilization) period and generates daily reports for the lead manager and syndicate
members itemizing that activity. Cumulative IPO tracking reports for lead managers and syndicate
members are issued daily in hard-copy form and are distributed through DTC's data distribution (DD)
boxes or through DTC's Interface Department.

Daily reports are also available in machine-readable format from approximately 4:00 a.m. to 5:00
p.m. eastern time.

How the Product Works

In order to track a new issue, the lead manager must submit the necessary documentation as
required by DTC's Underwriting Department to make an issue DTC-eligible (see New Issue Eligibility).
In addition, the IPO tracking indicators must be activated as more fully described in the next
subsection.

Note- You must learn to use the appropriate IPO functions to deliver IPO-tracked shares or you will
be unable to successfully complete transactions. Moreover, brokers must prepare be prepared to
include their IPO Control Account when balancing their internal records. Therefore, all lead managers
will be required to test with DTC before tracking their first issue. For information on scheduling a test,
please call the Underwriting Department at (212) 855-3704.

The following table shows you how to set up the tracking of an IPO issue by DTC.

Action Result

Submit to DTC's Underwriting Department a DTC will call the underwriter to confirm that
prospectus and completed Eligibility the issue can be made DTC- eligible.
Questionnaire at least 10 days before the
closing date.

Provide the Underwriting department with CUSIP numbers will be added to the CUSIP
the CUSIP numbers of the issue 7 days master file and become eligible for all DTC
before the closing date. services. For issues that are non-FAST, DTC
will provide a denominational breakdown of
the certificates to be submitted before
closing.
Page 37 of 52

The lead manager should notify DTC's When DTC makes the issue eligible, a
Underwriting Department as early as tracking indicator on DTC's master file is
possible that an IPO issue should be turned on. The indicator defaults to "on" for
tracked, but must instruct DTC in writing no all common stock IPO CUSIPs but will be
later than 3:00 turned off if DTC is not instructed in writing
p.m. eastern time 2 days before the issue by 3:00 p.m. eastern time to track the IPO
closes. The manager should include the issue.
estimated length of the tracking period (the Tracking information is available via the PTS
maximum tracking period is 90 calendar functions IPOI and GWIZ and over the
days). Computer-to-Computer Facility (CCF)
eligibility files (ELISCA).

DTC ends tracking at the close of business on the 90th calendar day of tracking, or any day prior, as
instructed by the lead manager. If the lead manager wants to extend or shorten the end tracking date
after the issue closes, the Underwriting Department must receive a written request by 3:00 two days
before the current end tracking date.

After DTC ends tracking, at the close of business on the specified date, shares in the brokers' IPO
control accounts are moved to their free accounts and are subject to normal collateralization rules,
unless the lead underwriter has made prior arrangements to move shares into the subaccount
segregation locations. You can perform activities (such as COD withdrawals and deposits) that were
chilled during the tracking period. DTC updates the PTS function GWIZ and the CCF files ELISCA to
indicate that tracking for that issue has been turned off and generates a final tracking report. (See
About the Product for instructions on DD boxes.)

For more information on IPO Tracking, refer to the IPO Tracking System User Guide at
http://www.dtcc.com/~/media/Files/Downloads/Settlement-Asset-
Services/Underwriting/IPO.pdf.

Associated PTS Functions

You can use the following PTS functions in association with IPO Tracking:

This function Allows you to

GWIZ View whether tracking for an IPO issue has been turned on or off.
IPOI View information about tracked IPO issues.
IPOU Perform transactions for IPO tracked issues

IPO Tracking Contact Number

For more information on the IPO Tracking System, call DTC's Customer Support Center at (888)
382-2721.

Money Market Instruments Program

About the Product

The Money Market Instrument (MMI) Program facilitates the distribution and settlement of
continuously offered securities, including, but not limited to:
• Commercial paper (CP), including municipal and corporate CP and variable rate demand
obligations (VRDO CP)
• Institutional certificates of deposit
• Medium-term notes (MTN)
Page 38 of 52

• Bank notes
• Deposit notes
• Bankers' acceptances.

Through this program, an issuing/paying agent (IPA) can send issuance and delivery
instructions to DTC electronically via the Participant Terminal System (PTS), Computer-to-
Computer Facility (CCF), or Mainframe Dual Host (MDH). All MMIs are issued in book-entry-
only (BEO) form and are held by the IPA as custodian for DTC.

Preparing to Use the Service

In order to use the MMI Eligibility service, you must have access to one of the following:

• MMI Web Underwriting Application

• The PTS network

How the Product MMI Eligibility Works

To make an MMI issue DTC-eligible, an IPA must submit to DTC's Underwriting department
the following documentation:

• Issuer Program Eligibility Form signed by the IPA

• CUSIP numbers obtained from Standard &Poor's CUSIP Service Bureau
• Letter of Representations (LOR), signed by the IPA and the issuer, that
details the administrative responsibilities of each party
• A completed Certificate Agreement outlining the IPA's role as DTC custodian for
the master notes.
• Offering documentation (such as a prospectus) for VRDO CP and MTNs.

DTC must receive these documents 8 business days before settlement date. The
Underwriting Department will call the IPA to inform the agent that the program has been
made eligible for DTC services.

When all documents are submitted and approved, the Eligibility area creates an issuer
control table on the DTC MMI system that allows the IPA to begin transmitting issuance
instructions for the particular MMI program. The settlement date specified in the issuance
instructions is normally the issuance date but may vary from 1 to 15 days after the
issuance date.

The issuance instruction contains the CUSIP numbers, terms of the security, and other
relevant information for DTC to update its master files for the issue. The instruction also
creates a deposit to the IPA's account and triggers a deliver order to the dealer. In
addition, the program allows the IPA to cancel pending issuances and perform withdrawal
activities for previously settled MMIs.

An Issuing and Paying Agent (“IPA”) seeking DTC eligibility for MMI issues must complete
and submit to DTC via its MMI- web-based application the following documentation:

• Program-level details including the IPA’s DTC account number, issuer name, SEC
registration or exemption information, issuer contact information, state/country of
domicile and program features (e.g., indexed to principal, variable rate, redeemable prior
to maturity).
• MMI product-specific Letter of Representations (LOR).
• MMI Certificate Master Note /Global Certificate Agreement (executed by IPA upon
becoming an IPA)
• Exhibit A (amendment to MMI certificate agreement listing the issuer name and
CUSIP base).
• CUSIP base numbers issued by the CUSIP Service Bureau representing the issuer’s
program (e.g., discount CP, MTN).

DTC may also require additional documentation as deemed necessary.

Page 39 of 52

After reviewing and approving a submission, the Underwriting group produces the MMI
issuer control table (ICT). The MMI ICT allows the IPA to create an instruction to add the
CUSIP and security-level details (e.g., interest rate, maturity date, payment frequency) to
DTC’s masterfile.

For more information on MMI Eligibility contact our Underwriting Hotline at (866) 724-
4402.

Associated PTS Functions

You can use the following PTS functions in association with the Money Market Instrument Program:

This function Allows you to

IMPP View Important Notices about underwriting, transfer agents, and

money market instruments.

MMBI Inquire about information on bankers' acceptances.

MMII Issue, inquire about, withdraw, or cancel instructions for all money
market instruments.

MMIQ Inquire about instructions for all money market instruments.

MMUW Inquire about information on current underwriting notices.

Money Market Instrument Program Contact Number

For more information on the Money Market Instrument Program, call DTC's Customer
Support Center at (888) 382-2721.

New Issue Eligibility

About the Product

DTC reviews new issue documentation (such as prospectuses, official statements, or offering
memoranda) for corporate and municipal issues submitted by underwriters for distribution and
settlement at DTC. Each issue is reviewed to determine whether it meets the standards of DTC's
Operational Arrangements (OA) to qualify for DTC's full services. As part of the review process,
DTC's eligibility staff will contact the underwriter and agent bank (and, if the underwriter is not a
direct participant, the participant clearing the issue at DTC) to review and confirm relevant issue
information. For issues in book-entry-only (BEO) form, DTC requires that a Letter of
Representations (LOR) be filed and signed by the issuer and issuer's agent or agents.
Municipal issue LORs are reviewed and LORs for BEO corporate issues must be
submitted and approved by DTC's General Counsel's office. The following types of
issues are made eligible:

For information relating to DTC’s securities eligibility requirements, and related

required documentation and systems requirements to request eligibility, please see
the OA, available at http://www.dtcc.com/~/media/Files/Downloads/legal/issue-
eligibility/eligibility/operational-arrangements.pdf.

• Corporate debt and equity issues, including Rule 144A and Regulation S
securities; Section 3 (c) (7) qualified purchaser issues that are also Rule 144A or
Regulation S securities; American Depositary Receipts (ADRs); and global issues
Page 40 of 52

• Municipal issues, including municipal bonds, notes, and variable rate demand
obligations (VRDOs).

For information on the eligibility of money market instruments, see the Money Market
Instrument (MMI) Program section. Information on the eligibility of retail certificates of
deposit, unit investment trusts, and municipal and corporated insured products is
available in the Processing section.

How the Product Works

Corporate and Municipal Issues

For each new corporate or municipal issue being considered for eligibility, DTC requires
the following documentation:

• Preliminary offering document.

The lead underwriter submits a copy of the prospectus or offering statement to
DTC for initial review of eligibility criteria.
• Eligibility Questionnaire
The lead underwriter submits to DTC an Eligibility Questionnaire specifying the
basic details of the issue. The Eligibility Questionnaire must be completed and
signed by the underwriter, financial adviser, or clearing broker on behalf of a
correspondent. The questionnaire requests specific information about the issue,
such as whether it is registered with the Securities and Exchange Commission
(SEC) or eligible for resale under Rule 144A
1. Whether it is BEO, with no certificates available to investors
2. CUSIP information
3. Offering amount and price of the issue.

Note- You can also electronically fill out and submit the Eligibility
Questionnaire to DTC through the DTC Web site at
https://login.dtcc.com/dtcorg. A separate Eligibility Questionnaire is not
required for issues submitted through the PTS function PUND; the same is
information is requested via the function.

• Operational Arrangements (OA) letter.

The transfer agent submits to DTC a signed, one-time Operational Arrangements
letter as assurance that the issuer's agent will comply with applicable provisions
as outlined in DTC's OA.
These arrangements incorporate standards for ensuring timely dividend, interest,
principal, and redemption payments. The arrangements include guidelines for
1. Timeliness of payments and payment detail
2. Notifications of redemption and calls
3. Use of CUSIP numbers
4. Certificate format
5. Transfer turnaround time.
• BEO Letters of Representations
Issuers and trustees of BEO municipal and corporate issues must submit a Letter
of Representations to DTC before making an issue eligible. The LOR is a
document signed by the issuer and agent bank or banks and acknowledged by
DTC. The LOR outlines the administrative responsibilities of both the issuer and
the agent bank or banks and states that they represent to DTC that they will
comply with the requirements set forth in the Operational Arrangements.
For all municipal bonds and notes (except private placement issues), the issuer
can sign and file with DTC a Blanket Letter of Representations (BLOR). A BLOR is
executed one time only and is retained in DTC's files. Individual LORs are then no
longer required for that issuer.

Note- You can obtain copies of the Eligibility Questionnaire, the Operational
Arrangements, and the standard Letters of Representations and riders by e-mail
from DTC's Web site (https://login.dtcc.com/dtcorg) or by calling DTC's
Underwriting Department at (212) 855- 3704.

Failure to submit the required LOR or BLOR may adversely affect the timely
Page 41 of 52

closing of the issue.

When all of the preceding documents have been submitted and approved, the CUSIP
numbers are added to DTC's security master file and are eligible for DTC services. The
issue is then ready to be packaged and closed. This procedure applies to all new issues
offered by underwriters. Several types of issues require additional documentation
and/or have special requirements in order to make them eligible.

Additional Requirements

The following table lists issues that require additional documentation or have special
requirements, or both, to become eligible at DTC.
Page 42 of 52

Type of issue Additional documentation or special requirements

Rule 144A securities Securities eligible for resales under Rule 144A are exempt
from registration with the SEC. These securities can be
sold (under Rule 144A) exclusively to qualified
institutional buyers (QIB). To make a Rule 144A issue
eligible for DTC services, the lead underwriter must

• Submit the appropriate Letter of Representations,

including a rider titled "Representations for Rule 144A
Securities. "

Note- You can request a copy of the rider by e- mail

from DTC's Web site (https://login.dtcc.com/dtcorg) .

• If the security is not investment grade debt or

preferred stock, the issue must be made eligible with
the National Association of Securities Dealers' (NASD)
PORTAL system.
• If a Regulation S offering is made in conjunction with a
Rule 144A offering and the securities are not subject to
precisely the same restrictions on transfer, obtain
separate identification numbers (CUSIP or CINS) for
the Rule 144A security and the Regulation S security.
In this case, a Regulation S rider should also be
included in the appropriate Letter of Representations.

Section 3 (c) (7) Under Section 3 (c) (7) of the Investment Company Act of
securities (which are also 1940 (the 1940 Act), certain issuers are exempt from SEC
Rule 144A or Regulation S registration when sales of their issues are restricted to
issues) entities defined as Qualified Purchasers in the 1940 Act. A 3
(c) (7) issue that is also eligible for resale under Rule 144A
or Regulation S may be made DTC-eligible.
Additionally, the underwriter or the issuer may instruct the
Underwriting Department to

• Add "3 (c) (7)" to the 20- and 48-character

descriptions as displayed on the PTS function GWIZ
• Attach to the Underwriting Important Notice special
instructions outlining the issue's 3 (c)
(7) restrictions
• Add the name of the issue and CUSIP number to the
listing of 3 (c) (7) issues in the DTC Reference
Directory in order to aid the issuer in keeping track of
purchases to Qualified Purchasers.

Certificated (non- BEO) To make a certificated (non-BEO) debt issue eligible for DTC
debt issues services, issuers must supply written assurance that the
issue will be structured in such a way as to ensure that the
paying agent can pay DTC on time. DTC requires that issuers
sign a Principal and Income (P&I) Letter stating that issuers
shall remit by 1:00 p.m. eastern time on the payable date all
principal and income to the paying agent to guarantee that
the paying agent can wire the funds to DTC no later than
3:00 p.m. eastern time on the payable date.

Note- The need for agents to sign an Operational Arrangements

letter remains part of this eligibility process.
Page 43 of 52

Type of issue Additional documentation or special requirements

Securities with In certain cases there may be restrictions on the quantity of

ownership restrictions, a security that can be owned by a defined category of
including investors (for example, persons who are not
communication, U. S. citizens, persons who are nationals of a particular
maritime, and gaming country). DTC may require the use of its Segregation
issues Account 100 (Seg 100) program for issues with such
restrictions before making them eligible. The transfer agent
must also accept withdrawals-by-transfer (WT)
electronically via DTC's auto-certification process.

Note- For more information on Seg 100 and auto-

certification, call DTC's Customer Support Center at (888)
382-2721

After the Eligibility area completes the review of a new issue, the issue proceeds through
three other areas of the Underwriting Department: Processing, Packaging, and Closing.

Limited Underwriting Service

DTC offers lead underwriters a Limited Underwriting Service for non-BEO municipal
issues with a principal value of$1 million or less. Lead underwriters must submit to DTC
a preliminary offering document and an Eligibility Questionnaire. The issue does not go
through the closing process; rather, the issue is made eligible for deposit and
participants submit deposits for credit to their DTC account. Use of this service reduces
the Underwriting fee.

Note- For more information on the Limited Underwriting Service, call DTC's Customer
Support Center at (888) 382-2721.

Direct Participant Entry of Underwriting (PUND) Function

PUND, a function available through DTC's Participant Terminal System (PTS), allows
participants to input issue information directly into DTC's underwriting database,
expediting the approval of new issues and reducing paperwork and phone
communication with DTC. The function improves your processing efficiency and
decreases underwriting fees.

Through PUND, you can track an issue's progress throughout the underwriting process
(for example, approval and eligibility dates, packaging and closing status), determine
DTC certificate denomination requirements, and research a file dating back at least 15
months from an issue's first settlement date.

Note- To find how to gain access to PUND, call your DTC Relationship Manager.

Eligibility Questionnaire via the Web

The Eligibility Questionnaire is available from DTC through the DTC Web site
(https://login.dtcc.com/dtcorg) . You can either
Page 44 of 52

• Through the public site, download the questionnaire as a PDF (Adobe Acrobat)
file, print it, and mail or fax it to DTC; or
• Through the members-only site, fill in the questionnaire electronically and submit
it to DTC through WUN. An ID and password are required.

Legal Considerations

By using this service, participants agree that

• They will be bound by the submission as though it were submitted by a written

agreement
• They will limit the use of the sign-on password to the indicated person, and
• The person acting in this regard is authorized to make such submission on
behalf of the participant.

Note- For instruction on how to use the Web questionnaire call your DTC Relationship
Manager.

Associated PTS Functions

You can use the following PTS functions in association with New Issue Eligibility.

This function Allows you to

GWIZ View the details of a DTC-eligible issue.

IMPP View Underwriting Important Notices for corporate and municipal

and MMI issues.

PUND Add, update, or inquire about an issue; delete a pending

transmission; or get a certificate denomination breakdown.

New Issue Eligibility Contact Number

For more information on New Issue Eligibility, call DTC's Customer Support Center at
(888) 382- 2721.

Secondary Market (Older Issue) Eligibility

About the Product

The DTC Underwriting Department reviews eligibility requests (“Older Issue Eligibility Requests”) from
Participants for equity, corporate and municipal securities previously distributed outside DTC (“Older
Issues”).

How the Product Works

For Older Issue Eligibility Requests, the Participant must present to DTC the appropriately completed
“Older Eligibility Questionnaire” 1 together with a copy of the physical certificate or certificates

1
The Older Eligibility Questionnaire is a form that a Participant must complete with respect to the
Older Issue to provide DTC with the issuer’s name, issue description, CUSIP number, information
relating to compliance with Eligibility Requirements, contact information, and other information
required in order for DTC to process the issue. In addition, by signing the Older Eligibility
Questionnaire the Participant (i) represents and warrants (a) that the issuer complies with all
Page 45 of 52

representing the securities and an agent attestation form (“Agent Attestation Form”) 2 through DTC’s
Securities Origination, Underwriting and Reliable Corporate Action Environment (UW SOURCE) system
as an Eligibility Only request. Further documents and information may be required as part of the
eligibility review. (Note that all eligibility requests, whether for an underwritten distribution through
DTC or for older securities already outstanding in the secondary market, require a copy of the offering
documentation be provided to DTC for review.) Participants should see the OA 3 for DTC’s eligibility
criteria and information on required documentation for eligibility requests.

For information relating to DTC’s securities eligibility requirements, and related required
documentation and systems requirements to request eligibility, please see the OA,
available at http://www.dtcc.com/~/media/Files/Downloads/legal/issue-
eligibility/eligibility/operational-arrangements.pdf.

Custody Service Custody Service

Some issues cannot be made eligible for full DTC services because of transfer restrictions or other
factors. In these cases, the issue can be made eligible for DTC's Custody Service. The Custody
Service enables participants to outsource the safekeeping and processing of physical securities not
eligible for regular depository services and allows participants to deposit securities not traditionally
eligible for DTC, including

• Restricted securities
• Customer-registered custodial assets
• Non-DTC-eligible securities, including certificated and money market instruments, private
placements, and limited partnerships.

DTC's Custody Service, used in conjunction with the New York Window Service and DTC's Branch
Deposit Service, allows you to retain control of your securities without having to physically handle
and secure them. The Older Issue Eligibility area supports the Custody Service by reviewing issues
for eligibility and adding the CUSIP numbers to the security master file.

Preparing to Use the Custody Service

In order to use the Custody Eligibility service, a Participant must have access to the
Underwriting System Applications (USA).

How Custody Eligibility Works

In order for a Participant to make a deposit through the Custody Service, the security must
first be setup on DTC’s masterfile.

For more information on custody, see the Custody service guide.

applicable securities laws, rules and regulations, and banking regulations, (b) the registration or
exemption status of the Older Issue under the Securities Act of 1933, and (c) that the information
provided on the form is true, accurate and complete, (ii) agrees to indemnify DTC and its affiliates for
any loss, damage, cost or expense, arising out of the eligibility request and the Deposit of the
referenced Security, and (iii) certifies that it complies with the Rules regarding compliance with
sanctions administered and enforced by the Office of Foreign Assets Control (OFAC) and that the
Participant has implemented a risk-based OFAC compliance program.
2
By signing the Agent Attestation Form, the Agent for the issue represents that the Agent will comply
with the requirements stated in the DTC Operational Arrangements with respect to the issue upon
acceptance of the issue as eligible for deposit at DTC (“OA”). The OA is available at
http://www.dtcc.com/~/media/Files/Downloads/legal/issue-eligibility/eligibility/operational-
arrangements.pdf.
3
Supra note 2.
Page 46 of 52

Participants should see the Custody Service Guide, available at

http://www.dtcc.com/~/media/Files/Downloads/legal/service-guides/Custody.pdf,
for DTC’s Procedures on how to make a security eligible for the Custody Service.

For more on Custody visit our website: http://www.dtcc.com/matching-settlement-

and-asset-services/securities-processing/custody-service

Associated PTS Functions

You can use the PTS function GWIZ to view the details of a DTC-eligible issue.

Older Issue Eligibility Contact Number

For more information on Older Issue Eligibility, call DTC's Customer Support Center at
(888) 382- 2721.

Packaging Inquiries
The Packaging area inspects the physical certificates received from transfer agents, counsel,
and Participants for NON-FAST securities to verify certain information about the issue
previously entered via UW SOURCE. Issuers (or their underwriters) are required to submit
the certificates to DTC by noon on the day prior to closing date in accordance with DTC’s OA.

For BEO securities, DTC requires a deposit of one or more certificates registered in the name
of DTC's nominee name, Cede &Co., for each maturity of the securities. If the aggregate
principal amount of any maturity exceeds $500 million, one certificate will be issued for
each $500 million of principal amount and an additional certificate will be issued for any
remaining principal amount of such issue.

If registered certificates cannot be made available to DTC according to this schedule, the
lead underwriter must submit a signed Letter of Securities Possession in order to process
the distribution of the issue by book entry on the closing date.

About the Product

Before an issue can close, non-FAST securities to be distributed through DTC should be
in the depository's possession by noon eastern time 1 day before closing. This allows
DTC to ensure that certificates contain certain required elements and to address any
irregularities before closing.

The Packaging area inspects the physical certificates received from transfer agents,
counsel, and participants to verify certain information about the issue previously
entered into the underwriting database and to create position so that the issue can be
distributed through DTC's system. (For more information see Closing Inquiries.)

How the Product Works

Before a non-FAST issue closes, Packaging updates the Underwriting database by

creating a long position in Underwriting's internal account. Packaging staff verify the
amount, CUSIP numbers, registration, and interest rates and maturity dates, if
applicable.

Note- Registered certificates, excluding those for book-entry-only (BEO) issues, must
comply with American National Standards Institute (ANSI) standards and must have a
standard assignment area.

For BEO securities, DTC requires a deposit of one or more certificates registered in the
name of DTC's nominee name, Cede &Co. , for each maturity of the securities. If the
aggregate principal amount of any maturity exceeds$500 million, one certificate will be
Page 47 of 52

issued for each$500 million of principal amount and an additional certificate will be
issued for any remaining principal amount of such issue.

For a FAST issue, the transfer agent confirms the CUSIP number and the amount of the
issue via the PTS function FRAC (FAST Reject and Confirmation). The FAST agent must
confirm the balance as early as the opening of business, but no later than noon, for DTC
to credit securities to a participant's account on the closing date of the issue. (For more
information see New Issue Eligibility.)

If registered certificates cannot be made available to DTC according to this schedule, the
lead underwriter must submit a signed Letter of Securities Possession in order to process
the distribution of the issue by book entry on the closing date.

Note- You can request a copy of this letter from the DTC Web site at
http://www.dtcc.com/~/media/Files/pdf/2014/9/11/1647-14.pdf
(https://login.dtcc.com/dtcorg) or by calling the Underwriting Department at (212)
855-8820.

Associated PTS Functions

You can use the following PTS functions in association with Packaging.

This functions Allows you to

ART Inquire about the details of transactions processed by DTC.

FRAC Confirm or reject FAST Underwriting Shipment Control

Lists (SCL).

Note- This function is generally available to transfer agents

only. Agents are encouraged to update FRAC before an issue
closes in order to ensure timely updates to an underwriter's
account and to more quickly identify possible discrepancies in
amounts or CUSIP numbers.

GWIZ View the details of a DTC-eligible issue.

PUND View or update information on packaging of an issue.

Packaging Contact Number

For more information on Packaging, call DTC's Customer Support Center at (888) 382-2721.

Processing Inquiries
About the Product

The Processing area is responsible for entering into DTC's Underwriting database critical
information on all corporate and municipal issues. Processing also approves and
processes retail certificates of deposit (CD), unit investment trusts (UIT), and municipal
and corporate insured products.

How the Product Works

After a corporate or municipal issue is made eligible (see New Issue Eligibility) , the
Processing area enters the relevant details of an issue and ensures that all data
processed have been updated on the DTC security master file. You can view these details
via the PTS function GWIZ or request DTC's Eligibility Security File (ELISCA) as an
automated input via Computer-to-Computer Facility (CCF), CCF II, or Mainframe Dual
Page 48 of 52

Host (MDH).

In addition, Processing adjusts billing to include late fees for municipal and corporate
issues that were submitted late to DTC for eligibility or that have incurred billing
surcharges, or both.

Following are the procedures for providing to the Processing area information on
eligibility requests for retails CDs, UITs, and municipal and corporate insured products.

Retail Certificates of Deposit

DTC requires By this date

A completed and signed DTC Eligibility CD Request Five days before closing date
form faxed by the underwriter to the Processing area
with the following information on the cover sheet:

Attention: Corporate Processing

Underwriting Department

The Depository Trust Company

The fax number is (212) 855-5004. The underwriter

must verify receipt of the form by calling the
Underwriting Department at (212) 855-3765 or (212)
855-3772.

Each issuer must have on file with DTC a one-time,

signed Certificate of Deposit Letter of Representations.
The underwriter can determine if a letter is required or
if a letter is needed by calling the Underwriting
Department at (212) 855-3765.

Note- You can request CD eligibility forms by calling

the Underwriting Department at (212) 855-3765 or
(212) 855-3772.

Confirmation by the underwriter of final offering 2:00 p.m. eastern time 2

amounts. business days before closing
date
Page 49 of 52

DTC requires By this date

• Verification by the underwriter that its CD issues • 2:00 p.m. eastern time 1
have been correctly added to DTC's security business day before
master file. Discrepancies must be reported closing date
immediately. • 4:00 p.m. eastern time 1
• Certificates must be delivered to DTC at the business day before
following address: closing date
Attn: Supervisor
Interface Receiving/Packaging Department The
Depository Trust Company
55 Water Street, 1st Floor South New York,
NY 10041
Phone Number: (212) 855-8820

Note- The certificate format of CD book- entry-only

issues must conform to DTC's master certificate
format. DTC urges underwriters to arrange for DTC
to receive all information according to the
standard schedule specified earlier. Late
notification of changes will be processed only on a
"best efforts" basis.

Unit Investment Trusts

DTC requires By this date

A completed and signed DTC UIT Eligibility form and Five days before closing date
an offering document sent by the underwriter to

Underwriting Department

The Depository Trust Company 55

Water Street, 19th floor New York, NY

10041

The underwriter must confirm receipt of delivery of the

documents by calling the Underwriting Department at
(212) 855-3765 or (212) 855-3772.

For book-entry-only (BEO) UIT issues the

issuing/paying agent must provide DTC's General
Counsel office with a signed Letter of Representations
(see New Issue Eligibility for more information on
LORs).

You can request a copy of an LOR by e-mail from DTC's

Web site (https://login.dtcc.com/dtcorg)

Verification by the underwriter that its UIT issues 2:00 p.m. eastern time 1
have been correctly added to DTC's security master business day before closing date
file. Discrepancies must be reported to DTC
immediately.
Page 50 of 52

Municipal and Corporate Insured Products

DTC requires By this date

A completed and signed DTC Eligibility Insured Five days before closing date
Request form faxed by the underwriter to the
Processing area at (212) 855-5004.

Please write the following on the cover sheet:

Attention: Corporate/Municipal Insured Processing

Underwriting Department

The Depository Trust Company

The underwriter must verify receipt of the form by

calling the Underwriting Department at (212) 855-
3765 or (212) 855-3772.

Note- You can request municipal and corporate insured

eligibility forms by calling the Underwriting Department
at (212) 855-3765 or (212) 855-3772.

Confirmation by the underwriter of final offering 2:00 p.m. eastern time 2

amounts. business days before closing
date

Verification by the underwriter that its insured issues 2:00 p.m. eastern time 1
have been correctly added to DTC's security master business day before closing date
file. Discrepancies must be reported immediately.

Associated PTS Functions

You can use the PTS function GWIZ to view the details of a DTC-eligible issue.

Processing Contact Number

For more information on Processing, call DTC's Customer Support Center at (888) 382-
2721.

Security Holder Tracking Service

About the Product

The Security Holder Tracking Service allows a third party administrator to track the number of
beneficial holders of an issue.

Background

The Security Holder Tracking Service or the SH Tracking Service will allow issuers, either
themselves or through an issuer-designated administrator, to track and limit the number of
beneficial owners for an individual CUSIP.
Page 51 of 52

In order to support the settlement and asset servicing of certain securities, DTC was asked to build
a mechanism which would allow issuers to track and limit the number of beneficial owners of its
securities.

For more information, contact DTCC Relationship Management at (800) 422-0582.

Process Overview

To support the tracking of holders in a designated security, DTC will provide access to its Inventory
Management System (IMS) to those administrators assigned by the issuer. Once the issue is
established on the DTC master file as one that requires tracking, all transactions will be held in IMS
awaiting administrator approval to proceed to settlement.

In order to use the service, DTC must be notified during the underwriting eligibility process that the
issue requires third-party tracking. Upon receipt of all required documentation, DTC will activate the
tracking indicator on its security master file and provide IMS access to the assigned administrator,
but only to allow for inquiry and approval/disapproval of transactions assigned to the respective
administrator.

During the Underwriting closing process, the position will move from a DTC internal account to a
designated sub-account of the lead underwriter. The move from the DTC internal account to the
lead underwriter is subject to the approval of the administrator. Once the shares are moved into the
designated sub-account, all share movement from that point on will require the approval of the
designated administrator through IMS.

Once transaction approval has been received, and all other settlement risk controls have been met,
the shares will move from the delivering participant’s sub-account to the receiving participant’s sub-
account, either free or versus payment. These Security Holder Tracking transactions will use a new
Account Transaction Processor (ATP) activity code in DTC (42). Normally, deliver orders move
position from one participant’s general free account to another participant’s general free account,
either free or versus payment.

For risk management purposes, these issues will be designated as having zero collateral within
DTC’s settlement system.

Eligibility

The eligibility process for a tracked security to be made and remain DTC-eligible will remain the
same. In addition to the traditional process, DTC must be instructed in writing to set up a specific
CUSIP for tracking. At the same time, the issuer must instruct DTC as to whom will perform the
function of the administrator for the CUSIP within the SH Tracking Service.

Upon receipt of all of the aforementioned documentation, DTC will make the CUSIP DTC-eligible and
will activate the tracking indicator on its security master file. Additionally, once it is made eligible,
DTC will perform asset servicing for the issue. The administrator appointed by the issuer will control
movements of the particular CUSIP for which it has been appointed. Once the tracking indicator has
been activated on the master file and the administrator has been appointed, no transfer of the
securities shall take place in the tracked security without the approval of the administrator through
the Inventory Management System (IMS). The administrator, based on requirements of the issuer,
shall be solely responsible for determining whether a transaction should be effected in DTC. Once
approved by the administrator, DTC may perform centralized book-entry settlement.

IMS will only allow an administrator access to view and approve transactions for CUSIPs for which
they have been appointed administrator as reflected in DTC’s records.1

The tracked securities will not be held as part of a participant’s general free account nor will they be
considered eligible collateral in DTC’s settlement system.

Although the Security Holder Tracking Service was developed to address the specific concerns of
closely held Rule 144A issues, in practice it could be used for other types of securities for which the
Page 52 of 52

number or character of the beneficial owners requires some level of control by a third-party
administrator.

1
As DTC is relying solely on the instructions of the administrator in order to effect settlement in
tracked securities and has no knowledge of the number or character of the underlying beneficial
owners, use of the SH Tracking Service by any party will constitute an agreement that DTC shall not
be liable for any loss or damages related to the use of the SH Tracking System. Each user of the SH
Tracking Service agrees to indemnify and hold harmless DTC and its affiliates from and against any
and all losses, damages, liabilities, costs, judgments, charges, and expenses arising out of or
relating to the use of the SH Tracking Service.