SEC 1853 Form CA-1 (as proposed to be revised)

Appendix 9
Note: The text of Form CA-1 does not, and this amendment will not, appear in the Code of
Federal Regulations.
United States Securities and Exchange Commission
Washington, DC 20549
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”)
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS MAY CONSTITUTE CRIMINAL VIOLATIONS
(See 18 U.S.C.1001 AND 15 U.S.C. 78ff(a))

Page 1 of ____

File No.: CA1-[acronym]-YYYY-####

Form Filing Submission Types
{Name of registrant} is making this filing pursuant to: (select one)
Rule 17ab2-1(a) - Application (select one)
Request for registration as a clearing agency
Does registrant request the Commission to consider granting registration in
accordance with paragraph (c)(1) of Rule 17ab2-1 under the Act? Yes/No
Request for exemption from registration as a clearing agency
•

Rule 17ab2-1(d) and (e) Amendment to Application – Amendment ####
Consent to Extension of Time
Date Extension Expires: mm/dd/yyyy
Withdrawal of Application
Rule 17ab2-1(e) Amendment to registration or exemption from registration as a clearing
agency
Sec. 17A(b)(1) – Conditions, reports, notices or other submissions to the Commission
required as directed in any Order approving applications for exemption from registration as a
clearing agency
Section I – Registrant Information
1) Name and Address Information
Check box if this filing makes a name change of the Registrant

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a) Name of Registrant:
i) Previous name of registrant:
b) IRS Employee Identification Number: ##-##########
Check box if this filing amends the name under which clearing agency activities are
conducted.
c) Name under which clearing agency activities are conducted, if different:
i) Previous name under which clearing agency activities are conducted:
d) Address of principal place of business (Do not use a P.O. Box):
Street: __________________________________
City______________________, State_______ Zip Code__________
Business Telephone: (
) _______-_____________
e) Mailing Address:
☐ Same as above
Street: ____________________________
City______________________, State_______ Zip Code__________
2) Information about the person in charge of registrant’s clearing agency activities:
Name: (First, Middle, Last) ___________________________
Title: __________________________________
Street: ___________________________City________, State_______ Zip Code__________
Email: ___________________________Telephone: (

) _______-_____________

3) Legal Status of Registrant (select one):
Corporation
National Association
Partnership
Limited Liability Company
Other (Specify):_________________________
Date of Incorporation or Organization: mm/dd/yyyy
Jurisdiction of Incorporation or Organization: {State/Territory Pick List}
Section II:

Contact Employee Information

Provide the following information of the person at {name of registrant} prepared to respond to
questions for this submission:
First Name:
Title:
Email:

Last Name:
Telephone:
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Item No.

Section III: General Information and Schedule A: Respond to the
questions below. Attach responses to Section III as Schedule A with the
information required for each “yes” response, and for each other Item
requiring a descriptive response, labeled as the appropriate Item. For any
Item that is inapplicable, state as such.
Add, Delete, View

Item 4:
Other
Arrangements

Does registrant have any arrangement with any other person under which,
with respect to registrant’s clearing agency activities, such other person
processes, keeps, transmits or maintains any securities, funds, records or
accounts of registrant or registrant’s participants relating to clearing agency
activities?
If yes, furnish, as to each such arrangement, the full name and principal
business address of the other person and a brief summary of each such
arrangement.

Item 5:
Insurance
Information

a)

With respect to clearing agency activities, please provide the
following information regarding the type of insurance carried or
provided:

Type of Insurance

Yes

No

Amount of
Coverage

Amount of
Deductible

1. Blanket Bond

☐

☐

$

$

2. Fidelity

☐

☐

$

$

3. Errors and
Omissions

☐

☐

$

$

4. Mail Policy

☐

☐

$

$

5. Air Courier

☐

☐

$

$

6. Lost Instrument

☐

☐

$

$

7. Other (Specify):

☐

☐

$

$

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Yes/
No

b)

If any of registrant’s clearing activities are not covered by insurance,
has provision been made for self-insurance?

If yes, indicate the provisions made for self-insurance (e.g., accounting
reserve or funded reserve) and the amount thereof.
c)

As a result of registrant’s clearing agency activities, is registrant
exposed to loss if a participant fails to perform its obligations to the
clearing agency, any other participant or any other person?

If yes, describe the operational, organizational or other rules, procedures or
practices (citing rules if applicable) which result in registrant’s exposure to
loss.
d)

Does the registrant maintain a clearing or participants’ fund, mark to
the market open obligations involving the purchase or sale of
securities or otherwise require participants to protect registrant
against losses to which it may be exposed as a result of a
participant’s failure to perform its obligations to the clearing agency,
any other participant or any other person?

Yes/
No

Yes/
No

Yes/
No

If yes, describe the operational, organizational or other rules, procedures or
practices (citing rules if applicable) which are designed to protect
registrant against any such losses.
Item 6:
Audit
Information

a)

Is registrant audited by an independent accountant?

b) If registrant is audited by an independent accountant, does the audit
include a review of internal controls related to clearing agency
activities?

Yes/
No

c)

Yes/
No

Fiscal year-end of registrant: mm/yyyy

Item 7:
Policies and
Procedures

Describe the registrant’s internal policies and procedures for reconciling
differences (including long and short stock record differences and dividend
differences) in its clearing agency activities?

Item 8: Other

a)

How many employees does registrant have engaged in clearing agency
activities? #####

b)

How many years has registrant performed clearing agency activities?
#####

Item 9: Other
Regulatory

a)

Are registrant’s clearing agency activities subject to regulation by any
Federal agency other than the Commission or by any state or political
subdivision?
If yes, specify the name of the agency, state or political subdivision:

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Yes/
No

b)

Have the registrant’s clearing agency activities been the subject of
periodic examinations by any Federal agency other than the
Commission or by any state or political subdivision?
If yes, specify the name of the agency, state or political subdivision:

Exhibit No.

Section IV: Business Organization
All applicable items are required to be answered in full. Attach responses to
Section IV with the information required as a descriptive response, labeled as
the appropriate Exhibit. For any Exhibit that is inapplicable, state as such.

Exhibit
A:
Add,
Delete,
View

List any person who either directly or indirectly, through agreement or
otherwise, may control or direct the management or policies of registrant. For
each person listed, provide the full name and address and attach a copy of each
written agreement or, if the agreements are unwritten, describe the agreement or
arrangement through which such person exercises or may exercise such control
or direction.

Exhibit
B:
Add,
Delete,
View

List the registrant’s corporate officers, trust officers, managers or other persons
occupying a similar status or performing similar functions who supervise, or
are directly responsible for the conduct of, registrant’s clearing agency
activities, indicating for each:
(a) Name;
(b) Title;
(c) Area of responsibility; and
(d) A brief account of the business experience during the last five (5) years.

Exhibit C:
Add,
Delete,
View

Attach narrative and graphic descriptions of registrant’s organizational
structure. If clearing agency activities are conducted primarily by a division,
subdivision, or other segregable entity within the registrant corporation or
organization, identify the relationship of such entity to the registrant’s overall
organizational structure and limit the descriptions to the division, subdivision or
other segregable entity which performs clearing agency activities.

Exhibit D:
Add,
Delete,
View

Attach a list of persons who directly or indirectly, through one or more
intermediaries, are controlled by, or are under common control with, the
clearing agency and indicate the nature of the control relationship.

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Yes/
No

Exhibit E:
Add,
Delete,
View

Attach a copy of the currently effective constitution, articles of incorporation or
association, by-laws, rules, procedures and instruments corresponding thereto,
of the registrant and a complete list of all dues, fees and other charges imposed
by registrant for its clearing agency activities.

Exhibit F:
Add,
Delete,
View

Attach a brief description of any material pending legal proceeding, other than
ordinary and routine litigation incidental to the business, to which the registrant
or any of its subsidiaries is a party or to which any of its or their property is the
subject. Include the name of the court or agency in which the proceeding is
pending, the date instituted, and the principal parties thereto, a description of
the factual basis alleged to underlie the proceeding and the relief sought.
Include similar information as to any such proceeding known to be
contemplated by governmental agencies.

Exhibit G:
Add,
Delete,
View

Attach copies of all contracts with any national securities exchange, national
securities association or clearing agency or securities market for which the
registrant acts as a clearing agency or performs clearing agency functions.

Section V: Financial Information
Exhibit No.

All applicable items are required to be answered in full. Attach responses to
Section V with the information required as a descriptive response, labeled as
the appropriate Exhibit. For any Exhibit that is inapplicable, state as such.

Exhibit H:

Attach a balance sheet and statement of income and expenses, and all notes or
schedules thereto of registrant, as of registrant’s most recent fiscal year for
which such information is available, certified by an independent accountant. (If
certified financial information is not available, uncertified financial information
should be submitted).

Add,
Delete,
View
Exhibit I:
Add,
Delete,
View

Attach the addresses of all offices in which clearing agency activities are
performed by registrant, or for registrant by any person listed in response to
item 4, and identify the nature of the clearing activities performed in each office
listed.

Section VI: Operational Capacity
Exhibit No.

All applicable items are required to be answered in full. Attach responses to
Section VI with the information required as a descriptive response, labeled as
the appropriate Exhibit. For any Exhibit that is inapplicable, state as such.

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Exhibit J:
Add,
Delete,
View
Exhibit K:
Add,
Delete,
View

Exhibit L:
Add,
Delete,
View

Exhibit M:
Add,
Delete,
View

Attach narrative descriptions of each service or function performed by the
registrant.

Attach a description of the measures or procedures employed by registrant to
provide for the security of any system which performs the functions of a
clearing agency. Include a general description of any operational safeguards
designed to prevent unauthorized access to the system (including unauthorized
input or retrieval of information for which the primary record source is not hard
copy). Identify any instances within the past year in which the described
security measures or safeguards failed to prevent unauthorized access to the
system and describe any measures taken to prevent a recurrence of any such
incident. Describe also any measures used to verify the accuracy of
information received or disseminated by the system.
Attach a description of the measures or procedures employed by registrant to
provide for the safeguarding of securities and funds in its custody or control.
Identify any instances within the past year in which the described security
measures or safeguards failed to prevent any unauthorized access to securities
or funds in possession of registrant and any measures taken to prevent a
recurrence of any such incident.
If clearing agency functions are performed by automated facilities or systems,
attach a description of all backup systems or subsystems which are designed to
prevent interruptions in the performance of any function as a result of technical
or other malfunction. Include backups for input or output links to the system
and precautions with respect to malfunctions in any areas external to the
system.

Section VII: Access to Services
Exhibit No.

All applicable items are required to be answered in full. Attach responses to
Section VII with the information required as a descriptive response, labeled as
the appropriate Exhibit. For any Exhibit that is inapplicable, state as such.

Exhibit N:

Attach a list of the persons who currently participate, or who have applied for
participation, in registrant’s clearing agency activities (if registrant performs
more than one activity, a columnar presentation may be utilized).

Add,
Delete,
View

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Exhibit O:
Add,
Delete,
View
Exhibit P:
Add,
Delete,
View
Exhibit Q:
Add,
Delete,
View
Exhibit R:
Add,
Delete,
View

Attach as a description of any specifications, qualifications, or other criteria
which limit, are interpreted to limit, or have the effect of limiting access to, or
use of, any clearing agency service furnished by the registrant and state the
reasons for imposing such specifications, qualifications, or other criteria.
Attach copies of any form of contracts governing the terms on which persons
may subscribe to clearing agency services provided by the registrant.

Attach a schedule of any prices, rates or fees fixed by registrant for services
rendered by its participants.

Attach a schedule of any prohibitions or limitations imposed by the clearing
agency on access by any person to services offered by any participant.

Section VIII: Application for Exemption
Exhibit S:
If this is an application for an exemption from registration as a clearing agency, attach 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, including the prompt and accurate clearance and settlement of securities
transactions and the safeguarding of securities and funds.
Add, Delete, View
Section IX: Sec. 17A(b)(1) Documents
Exhibit T:
For any conditions, reports, notices or other submissions to the Commission required as directed
in any Order approving applications for exemption from registration as a clearing agency attach
such document(s) as Exhibit T.
Add, Delete, View
Section X: Request for Confidential Treatment
The registrant is requesting confidential treatment be accorded with respect to certain of the
information disclosed, and is furnishing a statement requesting confidential treatment, detailing

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the specific responses, schedules and exhibits for which confidential treatment is sought, and
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.
Add, Delete, View
Section XI: Execution
{Name of Registrant} who is submitting this Form, its schedules, its exhibits and its attachments
and the person by whom it is executed represent hereby that all information contained herein is
true, current and complete. Submission of any amendment after registration has become
effective represents that items 1-3 and any schedules, exhibits and attachments related to items 13 remain true, current and complete as previously submitted.
{Name of Registrant} agrees and consents that the notice of any proceedings under Sections 17A
or 19 of the Act involving {name of registrant} may be given by sending such notice by
registered or certified mail, or by whatever other means are allowed by law, to the person named,
and at the address given, in response to item 2.
Date {auto fill}

{Name of Registrant}

By: _______[Digital Signature]_______________

Title__________________________

FORM CA-1 General Instructions
A.
General Instructions for Preparing and Filing Form CA-1
Form CA-1 is to be used by clearing agencies, as defined in Section 3(a)(23) of the
Securities Exchange Act of 1934 (“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. A response
is required for every exhibit. For any exhibit that is inapplicable, a statement to that effect shall
be furnished in lieu of such exhibit.
Form CA-1 shall be filed in an electronic format through the Commission’s Electronic
Data Gathering, Analysis, and Retrieval System (EDGAR) in accordance with EDGAR rules set
forth in Regulation S-T (17 CFR Part 232).
With the exception of certain attachments, Form CA-1 must be provided as an Interactive
Data File in accordance with Rule 405 of Regulation S-T. This requirement does not extend to
submissions that constitute copies of existing documents other than the financial statements (e.g.,
the copy of the clearing agency’s currently effective constitution, articles of incorporation or
association, by-laws, rules, procedures and instruments corresponding thereto, that is required to

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be provided as Exhibit E; the copy of a form of participant agreement that is required to be
provided as Exhibit P; any reports, assessments, or formal opinions provided by internal or
external auditors, attorneys, or similar assessors, or other similar documents that were prepared
for a purpose other than submission of the Form CA-1). The requirement to provide Form CA-1
as an Interactive Data File applies to each of the 3 submissions described in General Instruction
H below.
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.
Unless the context clearly indicates otherwise, the terms used in Form CA-1 have the
meanings given in the Act.
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.
B.

Need for Careful Preparation of the Completed Form, Including Schedules
and Exhibits

A Form CA-1 which is not prepared and executed in compliance with applicable
requirements may be returned as not acceptable for filing. Any filing so returned shall for all
purposes be deemed not to have been filed with the Commission. See also Rule 0-3 under the
Act (17 CFR 240.0-3). 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.
Individuals’ names, except for executing signatures, shall be given in full wherever
required (last name, first name, and middle name). The full middle name is required. Initials are
not acceptable unless the individual legally has only an initial.
C.

When To Use the Form CA-1

Form CA-1 is comprised of 3 types of submissions to the Commission pursuant to
Section 17A(b)(1) of the Act and Rule 17ab2-1 thereunder. In completing the Form CA-1, a
registrant shall select the type of filing and provide all information required by the rules and
instructions thereunder. For any exhibit that is inapplicable, a statement to that effect shall be
furnished in lieu of such exhibit. In submitting this Form, its schedules, its exhibits and its
attachments, the registrant and the person by whom it is executed represents that all information
contained within is true, current and complete. The types of submissions are:
(1) Rule 17ab2-1(a) submissions are applications for registration as a clearing agency or
for exemption from registration as a clearing agency. If Form CA-1 is being filed as

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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. 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. If Form CA-1 is
being filed as an application for exemption from registration, it must be accompanied
by a statement, marked as Exhibit S, 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.
(2) Rule 17ab2-1(e) submissions shall be filed promptly following the date on which
information reported on items 1-3 on Form CA-1 becomes inaccurate, incomplete or
misleading. Submission of any amendment after registration has become effective
represents that items 1-3 and any schedules, exhibits and attachments related to items
1-3 remain true, current and complete as previously submitted.
(3) Sec. 17A(b)(1) submissions shall be filed as directed by any Order approving an
application for exemption from registration as a clearing agency. Such submissions
may include any report, notice or other submission as ordered by the Commission as
a condition of granting exemption from registration.
D.

Documents Comprising the Completed Form

The completed form filed with the Commission shall consist of Form CA-1, responses to
all applicable items, and any schedules and exhibits required in connection with the filing. Each
filing shall be marked on Form CA-1 with the initials of the registrant, the four-digit year, and
the number of the filing for the year (e.g., CA1-initials-YYYY-XXX).
E.

Contact Information; Signature; and Filing of Completed Form

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Each time a registrant submits a filing to the Commission on Form CA-1, the registrant
must provide the contact information required by Section II of the form. The contact employee
must be authorized to receive all contact information, communications and mailings and must be
responsible for disseminating that information within the registrant’s organization.
Consult the EDGAR Filer Manual for EDGAR filing instructions, including the
instructions for becoming an EDGAR Filer.
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.
The EDGAR receipt confirmation that demonstrates who filed the Form CA-1 shall be
preserved pursuant to the requirements of Section 17 of the Act and any rules and regulations
thereunder. See, e.g., Rule 17a-1 under the Act (17 CFR 240.17a-1).
Request for confidential treatment.
In responding to, and furnishing the schedules required by, the items on Form CA-1, the
registrant may request that confidential treatment be accorded with respect to the information
disclosed. The registrant must furnish a statement requesting confidential treatment, detailing
the specific responses, schedules and exhibits for which confidential treatment is sought, and
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.
F.

Notice

Disclosure to the Commission of the information requested in Form CA-1 (except for the
disclosure by an individual registrant of his Social Security number as an IRS Employee
Identification Number, which is voluntary) is a prerequisite to the processing of applications for
registration or for exemption from registration as a clearing agency.
An agency may not conduct or sponsor, and a person is not required to respond to, a
collection of information unless it displays a current valid control number. Under Sections 17,
17A(b) and 23(a) of the Act and the rules and regulations thereunder, the Securities and
Exchange Commission is authorized to solicit the information required to be supplied by this
Form from applicants for registration or for exemption from registration as a clearing agency.
See 15 U.S.C. 78q, 78q-1(b) and 78w(a).
The information will be used for the principal purpose of determining whether the
Commission should grant registration or an exemption from registration or institute proceedings
to deny registration. Social Security numbers, if furnished, will be used only to assist the
Commission in identifying applicants and, therefore, in promptly processing applications.

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It is estimated that a clearing agency will have an average burden of approximately 338
hours completing a new application on the Form CA-1, and 58 hours completing an amendment
to an application on the Form CA-1. Any member of the public may direct to the Commission
any comments concerning the accuracy of the burden estimate on the facing page of Form CA-1
and any suggestions for reducing this burden.
It is mandatory that an applicant seeking to operate as a clearing agency or as an exempt
clearing agency file Form CA-1 with the Commission. It is also mandatory that registrants file
amendments to Form CA-1 under Rule 17ab2-1(e).
Information supplied on this Form will be included routinely in the public files of the
Commission.

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