For purposes of reporting to the CAT, the Participants have adopted the definition of “foreign broker-dealer” as set forth in SEC Rule 15a-6(b)(3). In particular, SEC Rule 15a-6(b)(3) states: “The term foreign broker or dealer shall mean any non-U.S. resident person (including any U.S. person engaged in business as a broker or dealer entirely outside the United States, except as otherwise permitted by this rule) that is not an office or branch of, or a natural person associated with, a registered broker or dealer, whose securities activities, if conducted in the United States, would be described by the definition of ‘broker’ or ‘dealer’ in sections 3(a)(4) or 3(a)(5) of the [Securities Exchange Act of 1934].”