DTCC SOLUTIONS LLC
COST BASIS REPORTINGSERVICE OPERATINGPROCEDURESADVANCING FINANCIAL MARKETS. TOGETHER.TM
DTCC Internal (Green)COST BASIS REPORTING SERVICE OPERATING PROCEDURESINTRODUCTION

DTCC Solutions LLC (the “Company”), a limited liability company organized under thelaws of the State of New York, has entered into User Agreements with various institutions
that are potential users (each, a “User”) of the Cost Basis Reporting Service (the “Service”)
to be provided by the Company. The automated systems or other mechanisms through which
the Company provides this Service are referred to herein as the “System”.
USER INFORMATION; NON-REPUDIATIONThe Company will maintain for the benefit of Users a database that assigns to each User aunique alpha-numeric identifier. Users may access the System through computer-to-computer
links that are supported by or on behalf of the Company for the purpose, among possible
others, of transmitting cost basis information of certain transactions (“Computer-to-Computer
Links”), or through a secure Web front end (the “Web Front End”), all in the manner andsubject to the security arrangements established by the Company from time to time, as set
forth in the Company’s Applicable Publications (described below). The security
arrangements established by the Company will include (a) means of determining whether
particular records were submitted to the System through Computer-to-Computer Links
established with a particular User (b) access to the Web Front End by means of digital
certificate(s) and password(s), or other secure identifiers, assigned to that User. Records
submitted to the System (as described below) indicating a particular User as the submitting
party (through an identifier referred to above) shall be conclusively presumed to have been
duly authorized by the User whenever such records are so determined to have been submitted
through Computer-to-Computer Links established with that User, or through access of the
Web Front End by means of the digital certificate(s) and password(s), or other secure
identifiers, assigned to that User.
The Company may designate certain documents as “Applicable Publications,” which may
include publications of message formats and messaging processes for Computer-to-Computer
Links and of procedures for use of the Web Front End, publications of security arrangements,
publications of further specifications for Service or the System and any other publications,forms or notices that the Company deems to be an Applicable Publication. Such ApplicablePublications, as well as modifications to these Operating Procedures and other notices fromtime to time, will be announced to Users through the issuance of important notices (each, an"Important Notice") which will be made available to Users in accordance with the “Notices”
section set forth under "Important Legal Information" below.
HOW THE SYSTEM WORKSThe System is intended to provide Users with the Service.
Transmission of Records from Users to the System. The Service may entail submission of

one or more records or messages (“Records”) by Users to the System, for processing,transmission to other Users or for other purposes and/or submission of Records on behalf ofor with respect to Users by other services. The Company may establish record descriptions(“Record Descriptions”), message formats, messaging processes and other specifications
from time to time for use in submitting Records to the System. Records improperly formatted
or containing data elements not conforming to such descriptions, formats, processes orPage 2DTCC Internal (Green)COST BASIS REPORTING SERVICE OPERATING PROCEDURES

specifications may be rejected by the Company in its discretion. Publications of Record
Descriptions, message formats and messaging processes and specifications will be announced
to Users through an Important Notice or Applicable Publications. Each User agrees with theCompany to use the System in accordance with the most up-to-date version of suchprocedures and publications made available by the Company from time to time.
Termination of Use of the Service. Each User may terminate its use of the Service upon atleast two (2) New York business days’ notice to the Company. (Such termination may or may
not be made in connection with any notice of a prospective modification to these Operating
Procedures pursuant to paragraph 3 under Important Legal Information below.) Upon
termination, all attempted submissions of Records designating the terminating User as a party
to the related transaction shall not be permitted by the System and the Records of theterminating User shall not be subject to change in status as the result of any such attemptedsubmission of Records. In addition, the terminating User shall be afforded the opportunity to
use the Web Front End to search all transactions and, to the extent then permitted by the Web
Front End, to “download” all Records found, with accompanying System assigned statuses.
(All such Records will also have previously been transmitted to Users having Computer-toComputer Links.) The terminating User shall not accrue fee obligations from the effective
date of the termination onwards, but all other obligations and rights of the terminating User
under these Operating Procedures shall survive termination of use of the Service.
IMPORTANT LEGAL INFORMATION
1. COPYRIGHT

These Operating Procedures (including any appendix, annex or supplement hereto)are copyright © 2022 by DTCC Solutions LLC.
This publication (including, without limitation, any text, image, logo compilation
code and/or design) is proprietary and protected by copyright, and is exclusive for use
by the Company and Users. The Company’s Cost Basis Reporting Service record
layouts (the “Layouts”) and all copies thereof are proprietary to the Company andtitle thereto remains in the Company. Users shall have no right to modify the
Layouts. Each User is granted, only for so long as it is a User, a personal limited,
non-exclusive, non-transferable, non-sublicensable and freely revocable license to use
this publication solely for its own internal business purposes in connection withaccess to and use of the System, with the right to make copies as reasonably
necessary for such use and the right to download and store this publication on acomputer of such User, in each case subject to the terms and conditions set forth
herein. When such User ceases being a User, such User shall use its reasonable
efforts to promptly return to the Company, or destroy, all copies of this publication
then in its possession, including any copies held in any format in any electronic
media; provided that such User shall not be obligated to take such action if doing sowould be inconsistent with applicable law or such User’s internal record retention
policies. Except as authorized by the foregoing, no part of this publication may be
printed, stored, reproduced, copied, altered, modified, posted, distributed, transmitted,
displayed, published, sold, licensed or used in any form or by any means (other than

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DTCC Internal (Green)COST BASIS REPORTING SERVICE OPERATING PROCEDURES

for the User’s own internal purposes in connection with the User’s use of the
System), without the Company’s prior written approval.
2. TERMS OF USE

Users must satisfy themselves that the use of the System and the Service, including
the submission and use of Records, will meet the requirements of any law, rule orregulation (“Applicable Law”) to which they are subject.
Each User agrees that these Operating Procedures (other than the provisions ofparagraphs 1, 3, 4, 5, 7, 8, 9, 10(b), 10(c) and 11 of this Important Legal Information
section) constitute a part of each Record that it submits to the same extent as if these
Operating Procedures had been expressly included as part of such Record and further
agrees that each other User shall be entitled to rely on and enforce the terms of these
Operating Procedures (other than the provisions of paragraphs 1, 3, 4, 5, 7, 8, 9,10(b), 10(c) and 11 of this Important Legal Information section) against any other
User as an intended third-party beneficiary of such Operating Procedures, andwithout the need for a User to join with the Company in order to enforce such
Operating Procedures against any such other User. Each User also intends and agrees
that the provisions of these Operating Procedures (other than paragraphs 1, 3, 4, 5, 7,
8, 9, 10(b), 10(c) and 11 of this Important Legal Information Section) relating to theauthority of Users form a binding contract between Users inter se. Each User agrees
that it will not (i) claim, solely on the basis of the electronic nature of the System, thatany Record is inadmissible in a court of law or other proceeding or (ii) object, solely
on the basis of the electronic nature of the System, to the admission of any Record ina court of law or other proceeding.
Each User agrees that it will not assign or otherwise transfer its rights or obligations
hereunder or under its User Agreement to any third party without the Company’s
express written consent, which consent shall not be unreasonably withheld, and any
such assignment or transfer without consent shall be null, void and without effect.
Each User agrees that the Company may from time to time assign or transfer its rights
and/or obligations hereunder or under a User Agreement, in whole or in part, in eachcase without the consent of any User. The Company will notify Users of any suchaction pursuant to Section 3 below.
The contents of these Operating Procedures may be updated periodically, possibly in
different formats. The most current version of these Operating Procedures, as well as
Important Notices that address the contents of these Operating Procedures andApplicable Publications, will be made available by the Company to Users from time
to time in accordance with “Notices” below. The Company will not be responsible forlosses, costs or expenses arising from any failure of Users to follow the Company’s
most current Operating Procedures and/or Applicable Publications. Users may direct
inquiries about these Operating Procedures, as well as requests for additional copies,
to55 Water Street, New York, New York 10041, Attention: General Counsel or tosuch other address as the Company shall notify Users from time to time.

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Each User waives any claim that it may have against any other User or person or theCompany with respect to a business decision by such other User or person not tocommence using the System or to terminate use of the System.
3. NOTICESThe Company will provide thirty (30) New York business days’ prior notice to each
User of any material modification, amendment or supplement to these Operating
Procedures and any Applicable Publication. Any such modification, amendment or
supplement shall have been approved by the cost basis steering committee, or as
appropriate the DTCC Board, a committee of such Board or in any case, any
successor oversight body, or, in any case, its designee(s) (the “Governing Body”). In
the event that such modifications, amendments or supplements are approved by theGoverning Body, members of the cost basis steering committee shall be notified by email at their last e-mail address on record with the Company. The Company shallendeavor to provide Users with a sixty (60) day testing period prior to theimplementation of any material modification of the System. Any such notice,
together with any Important Notice and any other notice from the Company to a User
under these Procedures or under any agreement between the Company and a User,
shall be sufficiently served on such User if the notice is electronically made available
or transmitted to such User by any means normally employed by the Company for thedelivery of electronic communications to such User. Alternatively, any such notice
shall be sufficiently served on such User if it is in writing and delivered or mailed tothe address most recently provided by such User to the Company in writing as being
applicable for such purpose. Any such notice to a User, if made available ortransmitted electronically, shall be deemed to have been given, respectively, at thetime of availability or transmission. Any such notice to a User, if delivered or mailed
in writing, shall be deemed to have been given at the time of receipt. The Company
intends to transmit all notices from it, or to notify Users of any posting of
information, by posting such notices to its Internet website or by e-mail to the addressor addresses most recently provided by such User to the Company in writing as being
applicable for such purpose. Any notice from a User to the Company, including any
notice under any agreement between the Company and the User, shall be sufficiently
served on the Company if the notice is in writing and delivered to the Company at 55
Water Street, New York, New York, 10041, Attention: General Counsel, or to suchother address as the Company shall notify Users from time to time. Any notice to theCompany shall be deemed to have been given when received by the Company at theaddress specified above.
4. PROVISION AND USE OF THE SERVICEThe Company shall retain exclusive control over the Service and the System throughwhich it is provided. The Company shall adopt procedures for the expulsion of Users
through the Governing Body. Each User is solely responsible for any equipment andsoftware necessary for such User to access and use the System. Each User agrees that
the System may not be used by any person in any jurisdiction where the Operating
Procedures or use of the System would be contrary to any Applicable Law. Each User
agrees that its access to and use of the Service and the System, and any activity thatsuch User undertakes in connection therewith will at all times comply with
Page 5DTCC Internal (Green)COST BASIS REPORTING SERVICE OPERATING PROCEDURES

Applicable Law. Each User that is a regulated entity agrees with the Company thatsuch User will be solely responsible for complying with all requirements under
Applicable Law with respect to record keeping and the maintenance of its books andrecords, and the Company makes no representation that the System will satisfy suchrequirements.
Each User agrees with the Company that such User will pay to the Company such
fees and charges for use of the Service as shall be specified from time to time in
Appendix A to these Operating Procedures.
Each User that has, or has an affiliate that has, a daily money settlement account at
The Depository Trust Company (“DTC”) hereby agrees on behalf of itself or such
affiliate that all such fees and charges shall be paid on a monthly basis through such adaily money settlement account in such manner as determined by the Company fromtime to time. The Company may from time to time make alternate forms of payment
available to each such User. If a User does not have, or does not have an affiliate thathas, a daily money settlement account at DTC, the Company shall specify alternate
forms of payment to such User. Such an alternate form of payment may include, for aUser that has, or has an affiliate that has, a money settlement account at anothersubsidiary of The Depository Trust & Clearing Corporation, a payment through suchmoney settlement account.
5. ACCESS TO THE SYSTEM AND SECURITY

Each User agrees with the Company to abide by all security procedures specified by
the Company to the User in the Applicable Publications and will take reasonable
steps to maintain the confidentiality and integrity of such security procedures. EachUser will not knowingly or negligently introduce or permit the introduction of any
computer viruses, worms, Trojan horses or other harmful codes into the System. EachUser agrees with the Company that such User is responsible for preventing
unauthorized access to the System through such User’s identifier. The Company shallcomply with its security procedures specified by it in the Applicable Publications.
6. REPRESENTATION AND WARRANTIES

By using the System and the Service, each User represents and warrants on acontinuing basis that (a) it has the power and authority to enter into and perform its
obligations under these Operating Procedures and its User Agreement, (b) these
Operating Procedures and its User Agreement constitute valid, binding andenforceable obligations of such User, (c) such User’s access to and use of the Systemand the Service does not and will not violate any Applicable Law in any material way
and (d) access to the System will be limited to authorized personnel who will beusing the System within the scope of their employment and solely for such User’s
business purposes. The Company represents and warrants on a continuing basis that(a) it has the power and authority to enter into and perform its obligations under these
Operating Procedures and (b) these Operating Procedures constitute valid, binding
and enforceable obligations of the Company.

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7. COMPLIANCE WITH APPLICABLE LAW

Each User agrees with the Company that the Company and its affiliates may take or
refrain from taking any action (including, without limitation, the disclosure of any
information, including Confidential Information (as defined below), relating to such
User or such User’s use of the System and the Service) that the Company or its
affiliates consider necessary or appropriate to comply with Applicable Law or withany subpoena, order or request of any court, governmental, regulatory, selfregulatory, market or other relevant authority, agency or organization, or to enable
the Company and its affiliates to continue to provide the Service and the System to
the Users. Neither the Company nor its affiliates, nor any of their respective officers,
directors, employees or other representatives, will be liable to any User or any otherperson as a result of taking or refraining from taking any such action, subject toSection 9 below.
8. CONFIDENTIAL INFORMATION AND USE OF DATAThe Company and each User agree that each will treat as confidential (both during
and after the termination of a User’s access to the System) all Confidential
Information. “Confidential Information” shall mean (a) with respect to the Company,
transaction data included in Records received by the Company and any data, reports,summaries or payment amounts which may be produced as a result of processing
such transaction data, and (b) with respect to any User, the technical specifications of
the System or Record layouts. Except as otherwise expressly provided herein, neither
the Company nor a User will transfer or disclose Confidential Information to any
third party (other than any member of the User’s affiliates or, in the case of a User, to
its issuer clients and their respective shareholders and to the IRS) or use such
Confidential Information except as expressly contemplated under these Operating
Procedures and the Applicable Publications or, in the case of the Company, as
reasonably deemed necessary by the Company to provide the Service or the System.
In addition, the Company shall consent to the disclosure of confidential information
to vendors or agents of the User, at the request of such User, as needed to permit suchvendors or agents to assist the User in its use of the System or the Service, provided
that such vendors or agents execute a non-disclosure agreement satisfactory to theCompany. Confidential Information will not include (1) in the case of Confidential
Information maintained by the Company, Confidential Information relating to a User
that such User has requested in writing that the Company release, and that theCompany has agreed, on conditions determined by the Company in its discretion(including, without limitation, obtaining consent from other affected Users), torelease, (2) information that is, or becomes, known to the public other than through a
breach by a User or the Company of these Operating Procedures, (3) information thatis rightfully received by a User or the Company from a third party entitled to discloseit, or (4) information that is independently developed by a User or the Company
without reference to such party’s Confidential Information. In addition, a User may
disclose Confidential Information to the extent required by Applicable Law,
including, without limitation, as required by subpoena, order or request of any court,
governmental, regulatory, self-regulatory, market or other relevant authority, agency
or organization, but such disclosure shall be only to the extent and only for so long asnecessary to comply with such Applicable Law
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Notwithstanding the foregoing, nothing herein shall prevent the Company or its
affiliates from releasing or disclosing data to others, including by selling such data,
provided that such data shall be in a form that does not reveal, directly or indirectly,
proprietary or confidential, financial, operational or trading data of a particular Useror inappropriately arranged groups of Users (including, but not limited to, Users orgroups of Users designated by size, market share, degree of use of the Service, orother similar indicator that may indicate the identity of the User or User group) or
shall consist of a compilation of aggregated anonymous historical data. Each User
acknowledges and agrees that the Company and its affiliates on behalf of theCompany may monitor and record (x) such User’s use of the System or the Serviceand (y) telephone conversations with such User concerning the System or the Service.
The Company shall not disclose the information obtained from such telephone
conversations without User’s consent, except to comply with Applicable Laws, anywrit, judgment, decree, injunction, or similar order of any governmental or regulatory
authority (whether preliminary or final).
9. LIMITATION OF LIABILITY AND DISCLAIMER

The Company will have no responsibility or liability for a Record submitted by any
User that is improperly formatted or contains data elements not conforming to theapplicable Record Description. While the Company may inform a User of such
improper formatted or nonconforming data elements, the Company shall have no
obligation to inform any User of such problems and the Company’s failure to so
inform a User shall in no way signify that the Record was properly formatted and isconforming. The Company shall have no responsibility for ensuring that any Record
submitted conforms in form and substance to the applicable Record Description.
The Company will have no responsibility or liability for the completeness or
accuracy of any transaction data it receives from any User or for the successful
completion of any transaction covered by any Record. The Company in no event
guarantees that any party to a transaction covered by any Record will fulfill its
obligations to the other party or parties to such transaction.
The Service and the System are provided “as is.” The Company and its affiliates do
not make any representation or warranty, express or implied, as to the Service, theSystem or any other matter. Each User hereby waives any implied warranty or similarprotection under any Applicable Law that may be claimed to apply to the Service or
the System. The Company does not warrant that any method of accessing the System
is secure and will have no liability in connection with a User’s method of accessing
the System. If a User notifies the Company that the System or any part of the Service
does not operate in conformance with its intended use and as set forth in these
Operating Procedures, the Company shall endeavor in a timely manner to correctsuch non-conformance.
The Company will not be liable to any User for any loss or damage of any kinddirectly or indirectly arising out of or related to such User’s participation in theService or the System, including, without limitation, any loss or damage arising outof or related to any failure of information available on or through the System to be
free of error and up-to-date, failure of the System to be free of viruses or failure of theCompany to maintain uninterrupted service or access or to adhere to its security
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procedures set forth in the Applicable Publications, except, in each case, to the extent
that such loss or damage results from the Company’s negligence or willful
misconduct; provided, however, that if such loss or damage does not arise from theCompany’s gross negligence or willful misconduct (i.e., arises from simple
negligence), the liability of the Company to any User shall be limited to an amountequal to the highest fees paid by the User during any one complete calendar month in
the immediately preceding 12-calendar month period (the “Fee Limit”). Each User
agrees to, and shall, defend and indemnify each of the Company and each of its
employees, officers, directors, shareholders, agents and professional advisors (each,an “Indemnified Person”) from and against all reasonable losses, liabilities, damages,
judgments, settlements, fines, costs and expenses (including, without limitation, court
costs, reasonable attorneys’ fees and disbursements and the expenses of enforcing thisprovision) (collectively, “Losses”) that such Indemnified Person may incur directly
arising out of or directly relating to the acts or omissions of such User’s participation
or failure to participate (for itself or on behalf of others) in the Service or the System,
any unauthorized access to the System through such User’s interface with the Systemor any other matter directly relating to such User that is not the responsibility of theCompany hereunder, except in each case to the extent that such Losses arise out of or
relate to the Company’s negligence or willful misconduct; provided, however, that tothe extent such Losses result from the Company’s simple negligence (as opposed togross negligence or willful misconduct), such limitation on the User’s indemnity
obligation shall be no greater than the amount of the Fee Limit.
In no event shall the Company or any User be liable to the other for any indirect,
consequential, special, exemplary, incidental, or punitive damages.
10. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL(a) These Operating Procedures shall be governed by and construed in accordancewith the law of the State of New York without giving effect to the conflict of law
principles thereof (other than Section 5-1401 of the New York General Obligations
Law).
(b) EACH OF THE COMPANY AND EACH USER IRREVOCABLY AND
UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVEJURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE
COURT SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT
FROM ANY SUCH COURT, FOR THE PURPOSE OF ANY ACTION, SUIT OR
PROCEEDING BROUGHT TO ENFORCE ITS OBLIGATIONS HEREUNDEROR ARISING OUT OF OR RELATING IN ANY WAY TO THESE OPERATINGPROCEDURES AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVEAT ANY TIME TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR
PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM
THAT SUCH ACTION, SUIT OR PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT,
WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING, THAT SUCH
COURT DOES NOT HAVE ANY JURISDICTION OVER SUCH PARTY.
(c) EACH OF THE COMPANY AND EACH USER HEREBY IRREVOCABLY
WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY IN ANY
Page 9DTCC Internal (Green)COST BASIS REPORTING SERVICE OPERATING PROCEDURESACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THESE OPERATING PROCEDURES.
11. SIGNATURESThe Company may, at its option, in lieu of relying on an original signature, rely on asignature as if it were (and the signature shall be considered and have the same effect as) a
valid and binding original signature in the following circumstances:If such signature is transmitted, recorded or stored by any electronic, optical, or similarmeans (including but not limited to telecopy, imaging, xeroxing, electronic mail, electronic
data interchange, telegram, or telex).

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