Foreign Investor Registered Securities Transfer

FOREIGN INVESTOR REGISTERED SECURITIES TRANSFER

Global Program

We are pleased to announce the availability of the FIRST GLOBAL PROGRAM. Transfer Agents and offshore investors now have a secure and comprehensive process that may be used in lieu of traditional Medallion Guarantees.

The FIRST Global Program is designed to assist registered offshore investors by providing an alternative – in the form of an insurance policy – to replace the Medallion Signature Guarantee required to transfer a security in the U.S. and Canada. In recent years, signature guarantees have been either impossible or extremely difficult and expensive to obtain. U.S. Transfer Agents continue to reject transfer requests from this segment of the investor population because of the lack of a Medallion Guarantee or an acceptable substitute that would permit a transfer by protecting the Transfer Agent when acting on such requests.

In general, the investment vehicles requiring signature guarantees include all forms of equity, debt, and mutual funds. Transfer Agents would, of course, benefit from the insurance protection afforded them when acting upon a request for transfer under the FIRST Global Program; however, the primary beneficiaries of this new program will be the disenfranchised investors. The FIRST Global Program, therefore, should be viewed as an “industry/investor” solution, and not aligned with any particular Transfer Agent, securities broker, or any other segment of the financial services industry. We have informed and periodically updated the U.S. Securities and Exchange Commission (“SEC”) on the Program’s progress; and, as this report is released, the SEC will have reviewed and commented on it. The specific features of the FIRST Global Program have been shared with the STA Processing Committee. All registered Transfer Agents will receive separate notifications shortly.

FIRST Global Program, Inc.

·  FIRST Global Program, Inc., an affiliate of Kemark Financial Services (“KFS”), supported by consultants with extensive securities processing and Transfer Agent experience, will manage the operation. FGPI will act primarily as an intermediary for offshore investors requiring a signature guarantee, the Transfer Agent community, and the insurance provider.

·  The FIRST Global Program web site, www.firstglobalprogram.com, will provide investor information, instructions, and an area for downloading forms.

·  FGPI will also provide information for investors through various Industry web sites, including the SEC, and Transfer Agent operations.

·  Investors will be required to complete an application similar to a Lost Instrument Bond Form and produce an introductory letter from their employer or financial institution. Endorsements by all registered owners will be required on the application. They must also submit a copy of the face of their certificate or a recent statement from the Transfer Agent reflecting full ownership of the security. FGPI will not handle certificates.

Processing Details

NOTE: A recent Transfer Agent study determined that over 80% of “offshore transfers” were valued under $25,000. Of the 80%, the average transaction was $4,000.

·  FGPI worked with a major Transfer Agent to design a workflow that does not interfere with or alter existing processes.

·  Transfer Agents may refer offshore investors to the FGPI website, www.firstglobalprogram.com, or to a phone or fax number.

·  Transactions approved by FGPI valued at $25,000 or less will bear a FIRST Global Program impression applied under the investor(s) endorsement and returned to the investor for eventual submission to the Transfer Agent.

·  Transactions valued over $25,000 will be underwritten by a Global Insurance Underwriter and approved individually prior to the application of the FIRST Global Program impression.

·  The FIRST Global Program impression will have the same security features of current Medallion Signature Guarantee imprints, but with different terminology.

·  Since FGPI does not have dollar limits, there will be no need for alpha prefixes or multiple denominations.

·  FGPI will complete a full negotiability test (including all legal documents) and a review of other insurance related items. Transfer Agents remain responsible for their traditional processing requirements.

·  FGPI will comply with the provisions of the Paperless Legals Program for participating Agents.

·  FGPI will process all valid claims made against the insurance policy. FGPI will acknowledge written claims within three business days of receipt and work with the insurance carrier to provide timely responses and status reports.

·  Transfer Agents may contact FGPI at or by phone at (845) 620 - 4495, fax (845) 620 - 9340. Mail should be addressed:

FIRST Global Program, Inc.

One Blue Hill Plaza. 11th Floor

P.O. Box 1686

Pearl River, NY 10965-8686

·  Investor Fees: Under $25,000 – 2.5% of value plus a processing charge.

Over $25,000 – by underwriting evaluation plus processing charge.

Insurance Policy

The key features of the insurance include the following:

·  The policy will cover the provisions contained in Section 8-306 of the Uniform Commercial Code.

·  Each approved transaction will be covered at the time of loss without limit.

·  No deductibles.

·  The definition of Insured includes all U.S. and Canadian Transfer Agents.

·  All securities traded on U.S. exchanges or markets and an interest issued by an entity registered as an investment company under the U.S. investment company laws, are eligible.

·  Investors with an address of record outside of the U.S., its territories, or Canada will be eligible. Government employees and servicemen/women with an address in the U.S. will also be eligible.

·  U.S. and Canadian residents with an address of record within the U.S. and Canada are ineligible.

The FIRST Global Program, Inc.

4