New Representative Continuing Education Program

1. New Representative Continuing Education Program

2. As part of the registration process, World Capital Brokerage, Inc. requires that each newly Registered Representative complete it’s Firm sponsored New Representative Continuing Education program prior to conducting business. This program is designed to provide the Representative insight into the liquid regulation environment of today’s security markets as well as provide the Representative information regarding processes that the Representative may encounter while doing business through World Capital Brokerage, Inc. This program is designed to complement World Capital Brokerage, Inc.’s Supervisory Procedures Manual and not to replace the manual. Please consult the Supervisory Procedure manual for further information. Representatives are still required to review the Supervisory Procedure Manual and to attest that they have read and fully understand the Supervisory Procedures Manual.

3. Advertising and Sales Literature Advertising and Sales Literature are any item made available to the public. Just because a piece was approved by a previous B/D does not guarantee that it is still in compliance with Rules and Regulations.

4. Business Cards and Letterhead All business cards and letterhead must be approved in writing by WCB prior to printing. They must state, on the front of the business card/letterhead; Name, Mailing Address and Phone (toll free if applicable) of your Office of Supervisory Jurisdiction, and Member FINRA/SIPC. Security products must be separated or clearly associated with WCB when used in conjunction with non-security types of business. Guidance and examples are available in the Firm’s Supervisory Procedure Manual at www.worldcapitalbrokerage.com. Advertising and Sales Literature

5. Professional Designations Regulations state that the only professional designation that a Registered Representative can use is “Registered Representative”. Use of the word “Senior” is strictly prohibited. Advertising and Sales Literature Advertising and Sales Literature Advertising and Sales Literature

6. Web Sites Web Sites are considered by FINRA to be Advertisements and as of such must be approved in writing by WCB as well as FINRA. Web Sites must be submitted to WCB and FINRA in PDF form and must be approved prior to first use with clients. FINRA filing fees are; Standard, first 10 pages $100, each additional page $10, or Expedited, first 10 pages $500, each additional page $50. Advertising and Sales Literature Advertising and Sales Literature Advertising and Sales Literature

7. Preprinted Sales Literature Prohibited Items. 1) Hard-cover books or pamphlets on investment topics that can be purchased with the registered representative’s name printed on the cover. 2) Newspaper, magazine or Web articles where the public might reasonably assume the registered representative is the author, when this is not the case. 3) Interview-style broadcasts, webcasts or other public appearances where it appears that an independent third party is interviewing a registered representative when the interview questions and answers are in fact pre- determined; or, in the case of printed interviews, where the questions and answers were created by or for the registered representative. 4) Handouts in the form of magazines that appear to contain articles written by or about the representative when, in fact, they are produced by a vendor at the request of the registered representative. Advertising and Sales Literature Advertising and Sales Literature Advertising and Sales Literature

8. Using Sales Literature provided by sources other than WCB Regulations do not provide relief for Firms or Registered Representatives for the use of sales literature provided by outside sources that is inaccurate or misleading. For the purpose of this rule, Sales Literature does not include items filed with the SEC’s EDGAR system such as Prospectuses and Annual Reports. Registered Representatives must have Sales Literature provided by outside sources reviewed and approved in writing by WCB prior to first use. Advertising and Sales Literature Advertising and Sales Literature Advertising and Sales Literature

9. Social Networking Sites Depending on their content, Social Networking Sites such as Facebook and Linkedin could fall under FINRA Advertising Regulations. Due to their fluid nature, Registered Representatives are prohibited from addressing business, in any way, on their social networking sites. Advertising and Sales Literature Advertising and Sales Literature Advertising and Sales Literature

10. Chat Rooms and Bulletin Boards Conducting business, in any way, through Chat Rooms, Bulletin Boards and Instant Messaging programs is prohibited. Advertising and Sales Literature Advertising and Sales Literature Advertising and Sales Literature

11. Seminars Seminars are considered advertisements by WCB and FINRA and are subject to approval in writing prior to first use. Scripts, Slides (et al), and/or Storyboards must be submitted to WCB and FINRA in PDF form and are subject to filing fees. Advertising and Sales Literature Advertising and Sales Literature Advertising and Sales Literature

12. 25 or more rule Letters and other like material, including emails, sent to 25 or more people are considered advertisements and as such are subject to advertising Rules and Regulations. Ideally these letters should be pre-approved in writing. At a minimum, these letters must be filed when it is reasonably apparent that they may reach 25 or more people. These advertisements are subject to the same filing fees as other forms of advertisements. Advertising and Sales Literature Advertising and Sales Literature Advertising and Sales Literature

13. Transactions of Business

14. Transmitting account info to the main office To ensure that suitability requirements are met, no trade will be effected by any Registered Representative until a completed properly executed client account application form (CAAF), manually signed by the customer and registered representative, is on file at WCB’s Main Office. A complete set of forms are accessible at www.worldcapitalbrokerage.com. Missing or incomplete forms may delay the opening of accounts and/or transactions. Our Customer Service department is available from 7:30 am to 4:30 pm, mountain time, on all market trading days. Advertising and Sales Literature Advertising and Sales Literature Transactions of Business

15. Personal Accounts Registered Representatives must direct copies of all confirms and statements for all personal accounts to WCB’s main office. Advertising and Sales Literature Advertising and Sales Literature Transactions of Business

16. Incentives, Awards and Referral Fees No Registered Representative while acting in his or her capacity as a Registered Representative or associated person for WCB shall accept compensation including, but not limited to, cash, gifts and trips from any other person or organization, or participate in any award or incentive program without receiving prior written approval from the Firm’s Chief Compliance Officer. No Registered Representative while acting in his or her capacity as a Registered Representative or associated person for WCB shall influence or award the employees of another member firm or provide any compensation in any form to any other person in the solicitation or sale of securities. It is the Firm’s policy not to pay referral fees to any person for referring or introducing prospective customers to the Firm. Registered Representatives are prohibited from sharing commissions with unlicensed persons Advertising and Sales Literature Advertising and Sales Literature Transactions of Business

17. Customer Correspondences Copies of all written communications to and from all customers will be promptly forwarded to WCB’s Main Office where such copy will be maintained in the customer account file. A log or diary of verbal communications will be kept by each Registered Representative. Registered Representatives will be responsible for maintaining their own Do Not Call lists and providing a copy of those lists to our Main Office for entry into its master database. All correspondence from a Registered Representative to a customer regarding securities or the customer account must confine that correspondence to the securities business. These communication requirements include emails. Incoming and Outgoing emails must be forwarded to compliance@worldcapitalbrokerage.com. Advertising and Sales Literature Advertising and Sales Literature Transactions of Business

18. Meeting Records Registered Representatives must keep a log which contains, at a minimum, customer name, date, time, location and a summary of each meeting held with each customer. This log will be part of your internal audit held every three years. Advertising and Sales Literature Advertising and Sales Literature Transactions of Business

19. Guaranteeing Returns No Registered Representative shall guarantee a customer against loss or gain in connection with any securities transaction or in any securities account of such customer. Advertising and Sales Literature Advertising and Sales Literature Transactions of Business

20. Customer Complaints Copies of written customer complaints and notice of verbal complaints must be promptly transmitted to the Chief Compliance Officer. A complaint is defined as an oral or written statement of a customer, or of any person acting on behalf of the customer, alleging a grievance involving the activities of any person registered with the Firm in connection with any transaction with that customer. Registered Representatives may not respond to any customer complaint (either orally or in writing), but shall furnish such information as the Firm’s Chief Compliance Officer deems necessary and appropriate in order to prepare a response. Advertising and Sales Literature Advertising and Sales Literature Transactions of Business

21. Sales Loads A Registered Representative is prohibited from representing a mutual fund as a “no-load” fund or as having “no initial load” when a mutual fund charges a contingent deferred sales load (“CDSL”). A Registered Representative must ensure that prospective investors understand the nature of the various charges made by mutual funds to defray sales and sales promotion expenses, whether they are deducted from an investor’s purchase payment, charged on redemption, or levied against the net assets of the mutual fund. Advertising and Sales Literature Advertising and Sales Literature Transactions of Business

22. Selling Dividends Registered representatives shall neither sell nor recommend a mutual fund on the basis of a coming dividend. Registered representatives must inform a customer at the time of a purchase of a security if the issuer of the security is about to declare a dividend, what affect the dividend will have upon the number of shares and the purchase price of the security and the tax status of the security. Advertising and Sales Literature Advertising and Sales Literature Transactions of Business

23. Series 6 and 7 Investment Company Products/Variable Contracts Limited Representative - Series 6 Mutual funds (closed-end funds on the initial offering only); variable annuities; variable life insurance; unit investment trusts; municipal fund securities (e.g., 529 College Savings Plans, Local Government Investment Pools (LGIPs), Coverdell Education Savings Accounts).General Securities Representative - Series 7 Public offerings and/or private placements of corporate securities (stocks and bonds); rights; warrants; mutual funds; money market funds; unit investment trusts; REITS; asset-backed securities; mortgage-backed securities; options; options on mortgage-backed securities; municipal securities; government securities; repos and certificates of accrual on government securities; direct participation programs; securities traders; mergers and acquisitions; venture capital; corporate financing; ETFs; hedge funds. Advertising and Sales Literature Advertising and Sales Literature Transactions of Business

24. Suitability

25. Suitability A Registered Representative must have enough information about the customer to make sure that a particular security matches a customer’s objectives and financial capability. Prior to the execution of a transaction the registered representative must obtain sufficient information to enable the Firm to also determine the client’s suitability. Some important considerations the registered representative and the Firm must consider are; 1) determine the customer’s capability to evaluate investment risk, 2) the complexity of the security or securities involved, 3) the customer’s financial status, 4) the customer’s tax status, 5) the customer’s investment objectives, and 6) Any other information used or considered reasonable in making recommendations to the customer. Advertising and Sales Literature Advertising and Sales Literature Suitability

26. Variable Annuities Additionally, when selling a Variable Annuity the Registered Representative must consider; 1) a representation by a customer that his or her life insurance needs were already adequately met, 2) the customer's express preference for an investment other than an insurance product, 3) the customer's inability to fully appreciate how much of the purchase payment or premium is allocated to cover insurance or other costs, and a customer's ability to understand the complexity of Variable Products generally, 4) the customer's willingness to invest a set amount on a yearly basis; the customer's need for liquidity and short-term investment, 5) the customer's immediate need for retirement income, and 6) the customer's investment sophistication and whether he or she is able to monitor the investment experience of the separate account. Advertising and Sales Literature Advertising and Sales Literature Suitability

27. Transferring funds into non-security instruments When transferring customer funds from a security into a non-security, such as a certificate of deposit, the Registered Representative must explain and document not only suitability but that the customer is aware of the upside and downside of such an investment including the possibility of missing a market upswing. Advertising and Sales Literature Advertising and Sales Literature Suitability

28. Life Settlements As long as the Life Settlement product is not considered a security then it is not required to be sold through WCB. However if the Life Settlement is pooled then sold it would be considered a security and requires pre-sale authorization from the Chief Compliance Officer in writing. Advertising and Sales Literature Advertising and Sales Literature Suitability

29. Prohibited Practices

30. Prohibited Practices What follows is a cumulative list of prohibited practices. Registered Representatives who engage in such practices may be subject to immediate termination or other sanctions as determined by the CCO. A. Establishing false or fictitious accounts. B. Entering false information on a customer account. C. Entering orders without the consent of the customer. D. Selling under the auspices of another broker dealer without the approval of the Firm. E. Soliciting or accepting business in jurisdictions without being licensed in that jurisdiction. F. Customer accounts which are “spaced” among different fund groups in products with similar objectives, unless a written letter of understanding is obtained. Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering Advertising and Sales Literature Advertising and Sales Literature Prohibited Practices

31. G. Customer accounts which show the registered representative’s home or business address as the address of record. H. Displaying a World Capital Brokerage, Inc. sign at a business location, whether home or office, or otherwise holding him or herself out to the public as an office of the Firm without the benefit of branch office registration. I. Accepting a customer check for the payment of securities made payable to a personal account or accounts controlled by the registered representative. J. Converting customer funds or assets for personal use. K. Failure to clear customer orders through the Firm’s Main Office. L. Withholding a customer order. M. Trading securities on the basis of insider information. N. Withholding customer mail. Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering Advertising and Sales Literature Advertising and Sales Literature Prohibited Practices

32. Anti Money Laundering Anti Money Laundering

33. It is the policy of the Firm to prohibit and actively prevent money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities. Money laundering is generally defined as engaging in acts designed to conceal or disguise the true origins of criminally derived proceeds so that the unlawful proceeds appear to have derived from legitimate origins or constitute legitimate assets. Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering

34. Required Customer Information Prior to opening an account, we will collect the following information for all accounts, if applicable, for any person, entity or organization who is opening a new account and whose name is on the account: the name; date of birth (for an individual); an address, which will be a residential or business street address (for an individual), an Army Post Office ("APO") or Fleet Post Office ("FPO") number, or residential or business street address of next of kin or another contact individual (for an individual who does not have a residential or business street address), or a principal place of business, local office or other physical location (for a person other than an individual); an identification number, which will be a taxpayer identification number (for U.S. persons) or one or more of the following: a taxpayer identification number, passport number and country of issuance, alien identification card number or number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or other similar safeguard (for non-U.S. persons). Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering

35. Customers Who Refuse To Provide Information If a potential or existing customer either refuses to provide the information described above when requested, or appears to have intentionally provided misleading information, our Firm will not open a new account and, after considering the risks involved, consider closing any existing account. In either case, our AML Compliance Officer will be notified so that we can determine whether we should report the situation to FinCEN. Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering

36. Red Flags 1 The customer exhibits unusual concern about the Firm’s compliance with government reporting requirements and the Firm’s AML policies, particularly on his or her identity, type of business and assets, or is reluctant or refuses to reveal any information concerning business activities, or furnishes unusual or suspect identification or business documents. 2 The customer wishes to engage in transactions that lack business sense or apparent investment strategy, or are inconsistent with the customer’s stated business or investment strategy. 3 The information provided by the customer that identifies a legitimate source for funds is false, misleading, or substantially incorrect. Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering

37. Red Flags 4 Upon request, the customer refuses to identify or fails to indicate any legitimate source for his or her funds and other assets. 5 The customer (or a person publicly associated with the customer) has a questionable background or is the subject of news reports indicating possible criminal, civil, or regulatory violations. 6 The customer exhibits a lack of concern regarding risks, commissions, or other transaction costs. 7 The customer appears to be acting as an agent for an undisclosed principal, but declines or is reluctant, without legitimate commercial reasons, to provide information or is otherwise evasive regarding that person or entity. Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering

38. Red Flags 8 The customer has difficulty describing the nature of his or her business or lacks general knowledge of his or her industry. 9 The customer attempts to make frequent or large deposits of currency, insists on dealing only in cash equivalents, or asks for exemptions from the Firm’s policies relating to the deposit of cash and cash equivalents. 10 The customer engages in transactions involving cash or cash equivalents or other monetary instruments that appear to be structured to avoid the $10,000 government reporting requirements, especially if the cash or monetary instruments are in an amount just below reporting or recording thresholds. Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering

39. Red Flags 11 For no apparent reason, the customer has multiple accounts under a single name or multiple names, with a large number of inter-account or third-party transfers. 12 The customer is from, or has accounts in, a country identified as a non- cooperative country or territory by the FATF. 13 The customer’s account has unexplained or sudden extensive wire activity, especially in accounts that had little or no previous activity. 14 The customer’s account shows numerous currency or cashier’s check transactions aggregating to significant sums. 15 The customer’s account has a large number of wire transfers to unrelated third parties inconsistent with the customer’s legitimate business purpose. Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering

40. Red Flags 16 The customer’s account has wire transfers that have no apparent business purpose to or from a country identified as a money laundering risk or a bank secrecy haven. 17 The customer’s account indicates large or frequent wire transfers, immediately withdrawn by check or debit card without any apparent business purpose. 18 The customer makes a funds deposit followed by an immediate request that the money be wired out or transferred to a third party, or to another firm, without any apparent business purpose. 19 The customer makes a funds deposit for the purpose of purchasing a long-term investment followed shortly thereafter by a request to liquidate the position and transfer the proceeds out of the account. Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering

41. Red Flags 20 The customer engages in excessive journal entries between unrelated accounts without any apparent business purpose. 21 The customer requests that a transaction be processed to avoid the Firm’s normal documentation requirements. 22 The customer, for no apparent reason or in conjunction with other red flags, engages in transactions involving certain types of securities, such as penny stocks, Regulation S stocks, and bearer bonds, which although legitimate, have been used in connection with fraudulent schemes and money laundering activity. (Such transactions may warrant further due diligence to ensure the legitimacy of the customer’s activity.) Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering

42. Red Flags 23 The customer’s account shows an unexplained high level of account activity with very low levels of securities transactions. 24 The customer maintains multiple accounts, or maintains accounts in the names of family members or corporate entities, for no apparent purpose. 25 The customer’s account has inflows of funds or other assets well beyond the known income or resources of the customer. Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering Advertising and Sales Literature Advertising and Sales Literature Anti Money Laundering