565924 (Rev 34 - 11/16) Page 1 of 22
I. GENERAL ACCOUNTTERMS AND CONDITIONS
This is your Client Agreement ("Agreement").It is the contract that contains the terms andconditions governing the securities account("Account") you have opened with yourbroker ("Introducing Firm"). First Clearing*("Clearing Firm") will carry the Account andextend credit on any margin purchases.Certain terms and conditions in thisAgreement and disclosures apply to thatrelationship only. Please read this Agreementcarefully. If you are not willing to be bound bythese terms and conditions, you should notapply for a securities account nor should yousign the Signature Page. Your signature onthe Account Application confirms that youhave read, understand, and agree to theterms of this Agreement and that you havereceived the relevant disclosures. Except asto the terms and conditions between you andClearing Firm relating to the carryingrelationship with and the extension of creditby the Clearing Firm, you hereby agree thatClearing Firm and its agents are third partybeneficiaries of this Agreement and that theterms and conditions hereof, including thearbitration provision, shall be applicable to allmatters between you and either IntroducingBroker and Clearing Firm or their respectiveagents.
THIS AGREEMENT CONTAINS APRE-DISPUTE ARBITRATION CLAUSELOCATED ON PAGE 1, PARAGRAPH 5.THE UNDERSIGNED HEREBYACKNOWLEDGES RECEIPT OF A COPYOF THIS AGREEMENT.
In consideration of Introducing Firmaccepting and Clearing Firm carrying yourAccount, you hereby consent and agree tothe foregoing and to the following:
Throughout this Agreement, "you," "your,""Client," and "the undersigned" refer to theperson(s) whose signature(s) appear(s) onthe Signature Page and all others who arelegally obligated on this Account. "We,""our," "ours," and "us" refer to IntroducingFirm, its subsidiaries and affiliates, itsofficers, directors, agents, and employees."Clearing Firm" refers to First Clearing, itsofficers, directors, agents, and employees.Where the context requires, the singular shallbe the plural and the plural shall be thesingular.
As set forth in the Designation ofResponsibilities letter provided to you withyour new account disclosures, youunderstand the role and services provided byIntroducing Firm and Clearing Firm,respectively, and agree that this Agreementinures to the benefit of both firms and theiraffiliates as applicable.
For purposes of this Agreement, "securitiesand/or other property" means, but is notlimited to, money, securities, financialinstruments, and commodities of every kindand nature, and related contracts and
options, distributions, proceeds, products,and accessions of all property. This definitionincludes securities and/or other propertycurrently or hereafter held, carried ormaintained by us or Clearing Firm, in our orClearing Firm's possession and control, forany purpose, in and for any of your Accountsnow or hereafter opened, including anyaccount in which you may have an interest.
"Available Funds" is defined as the sum ofmoney market funds and free creditbalances, plus funds receivable from settledsales and the loan value available to you onmarginable securities if your Account is amargin account, minus any funds needed topay for any open orders and any uncleareddeposits. Funds deposited to your Account inthe form of a personal check, cashier'scheck, money order, or automated clearinghouse transfer may not be withdrawn fromyour Account until said funds have beencleared by the appropriate bank, clearinghouse, or other financial institution.
2. REPRESENTATIONS BY ACCOUNTHOLDER
By signing the Signature Page, you warrantthat all of the information on the AccountApplication was provided by you or at yourdiscretion, that it is accurate and complete tothe best of your knowledge and belief andthat each of the following statements isaccurate as to you and your Account; (a) youare of legal age to enter into contracts in thestate of your domicile; (b) no one exceptthose persons who have signed theSignature Page has any interest in theAccount unless such interest is revealed inthe title of the Account; and (c) unless youadvise us to the contrary, in writing, andprovide us with a letter of approval from youremployer, where required, you represent thatyou are not an employee of any exchange, orof any corporation of which any exchangeowns a majority of the capital stock, or amember of an exchange, or NASD.
We and our Affiliates shall have the right atour sole discretion to advocate judicially oradministratively on your behalf where wesuspect financial exploitation, dementia, orundue influence in the course of atransaction. Pending any judicial oradministrative remedies, we shall have at oursole discretion the authority to pause or rejectinstructions for any such proposedtransaction.
You further represent that if any of therepresentations contained herein is orbecomes materially inaccurate, you willpromptly notify us in writing.
This Agreement shall cover individually andcollectively all Accounts that you may open orreopen with us, and shall inure to the benefitof our successors and assigns (whether bymerger, consolidation, or otherwise) and wemay transfer any of your Accounts to oursuccessors and assigns, and this Agreementshall be binding upon your heirs, executors,administrators, successors, and assigns.
4. CONSENT TO VERIFICATION ANDCREDIT INFORMATION
In accordance with federal law,Introducing Firm must make a reasonabledetermination and verification of Clients'profile information. Until verification iscomplete, Introducing Firm and/orClearing Firm may not be able to serviceand maintain your Account. By signingthe Signature Page, you consent toIntroducing Firm and Clearing Firmobtaining background and/or creditreports necessary to comply with anyfederal or state statutes or industryregulation.
This Agreement contains a pre-disputearbitration clause. By signing anarbitration agreement, the parties agreeas follows:
No person shall bring a putative orcertified class action to arbitration, norseek to enforce any pre-disputearbitration agreement against any personwho has initiated in court a putative classaction; or who is a member of a putativeclass who has not opted out of the classwith respect to any claims encompassedby the putative class action until:(i) the class certification is denied; or(ii) the class is decertified; or(iii) the client is excluded from the class
by the court.
Such forbearance to enforce an
All of the parties to this Agreementare giving up the right to sue eachother in court, including the right to atrial by jury, except as provided by therules of the arbitration forum in whichthe claim is filed.Arbitration awards are generally finaland binding; a partys ability to have acourt reverse or modify an arbitrationaward is very limited.The ability of the parties to obtaindocuments, witness statements andother discovery is generally morelimited in arbitration than in courtproceedings.The arbitrators do not have to explainthe reason(s) for their award unless,in an eligible case, a joint request foran explained decision has beensubmitted by all parties to the panel atleast 20 days prior to the firstscheduled hearing date.The panel of arbitrators typically willinclude a minority of arbitrators whowere or are affiliated with thesecurities industry.The rules of some arbitration forumsmay impose time limits for bringing aclaim in arbitration. In some cases, aclaim that is ineligible for arbitrationmay be brought in court.The rules of the arbitration forum inwhich the claim is filed, and anyamendments thereto, shall beincorporated into this Agreement.
*Account(s) carried by First Clearing. First Clearing is a trade name used by Wells Fargo Clearing Services, LLC, a registered broker-dealer andnon-bank affiliate of Wells Fargo & Company.
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agreement to arbitrate shall not constitutea waiver of any rights under thisAgreement except to the extent statedherein.
Arbitration Provision:It is agreed that all controversies ordisputes which may arise between youand Introducing Firm, Clearing Firm andany Sub-Advisor (and/or any other agent),(collectively, "us") concerning anytransaction or the construction,performance or breach of this Agreementor any other agreement between us,whether entered into prior to, on, orsubsequent to the date of this Agreement,including any controversy concerningwhether an issue is arbitrable, shall bedetermined by arbitration conductedbefore, and only before, an arbitrationpanel set up by the Financial IndustryRegulatory Authority, ("FINRA"), inaccordance with its arbitrationprocedures. Any of us may initiatearbitration by filing a written claim withFINRA. Any arbitration under thisAgreement will be conducted pursuant tothe Federal Arbitration Act and the Lawsof the State of New York.
The state or federal statute of limitations,statute of repose, non-claim statute or anyother time bar that would be applicable toany claim filed in a court of competentjurisdiction shall be applicable to anyclaim filed in arbitration.
6. JOINT ACCOUNTS
In general, if this is a Joint Account, eachsigner ("Joint Owner") of this Agreementagrees that all Joint Owners are jointly andseverally liable for all obligations arisingunder the Agreement. Each Joint Owneragrees that each other Joint Owner shallhave the authority to give instructions to usregarding the Joint Account, to communicateand receive information from us concerningthe Joint Account, to receive on behalf of theJoint Account securities and/or other propertyand to dispose of same, to make on behalf ofthe Joint Account agreements relating to anyof the foregoing matters, and to terminate ormodify or waive any of the provisions of suchagreements and generally to deal with us onbehalf of the Joint Account, all withoutproviding notice to the other Joint Owners.
Each Joint Owner agrees that we areauthorized to follow the instructions of anyother Joint Owner in every respectconcerning the Joint Account and to makedeliveries to any Joint Owner, or uponinstructions by any Joint Owner, of anysecurities and/or other property in the JointAccount, and to make payments to any JointOwner, or upon orders of any Joint Owner, ofany or all monies at any time or from time totime as such Joint Owner may order anddirect, even if such deliveries and/orpayments shall be made to such Joint Ownerpersonally, and not for the Joint Account.
Each Joint Owner agrees to hold us and ouremployees and agents harmless from andindemnify the same against any losses,cause of action, damages, and expenses(including attorneys' fees) arising from or asthe result of us, our employees, or agentsfollowing the instructions of any Joint Owner.Each Joint Owner further agrees that weshall not be under any duty or obligation to
inquire into the purpose or propriety of anysuch demand for delivery of securities orpayment of monies.
At any time, we may, at our sole discretion,require joint or collective action by both JointOwners with respect to any matterconcerning the Joint Account, including butnot limited to the giving or cancellation oforders and the withdrawal of money or otherproperty.
Notwithstanding any of the foregoing, we areauthorized at our sole discretion and withoutliability because of fluctuating marketconditions or otherwise, to do any one ormore of the following: (i) select whichinstructions to follow and which to disregard;(ii) suspend all activity in the Joint Account,and refuse to buy, sell, or trade any securitiesand/or other property, and refuse to disburseany such securities and/or other property,except upon further written instructionssigned by ALL the Joint Owners; (iii) closethe Joint Account and send any and allsecurities and/or other property by ordinarymail to the address of record; or (iv) file aninterpleader action in any appropriate court,in which event we shall be entitled to recoverall costs including reasonable attorneys' feesin an amount set by the court. (You agreethat filing of such an interpleader is anextraordinary event and will not be deemed awaiver of the right to arbitration under thisAgreement.)
Each Joint Owner agrees that we may, at anytime, suspend all activity in the Accountpending instructions from a court ofcompetent jurisdiction.
Death of a Joint Owner. You also agreethat in the event of the death of any JointOwner, the survivor or survivors will notify usimmediately in writing that the Joint Ownerhas died. We may, before or after receivingthis notice, take any actions, require anydocuments and inheritance or estate taxwaivers, retain a portion of and/or restricttransactions in the Account if we deem theseactions advisable in order to protectourselves against any tax liability, penalty, orloss under any present or future laws orotherwise. The estate of the deceased JointOwner and the surviving Joint Owners willcontinue to be jointly and severally liable tous for any net debit balance or loss in theAccount resulting from the completion oftransactions initiated prior to our receipt ofthe written notice of death of the deceasedJoint Owner or incurred in the liquidation orthe adjustment of the Joint Owners, and/orany third party interests.
In the event of the death of any party to aJoint Account held by spouses as tenants bythe entirety or as a Joint Account with right ofsurvivorship, you agree that the death ofeither of the Joint Owners shall vest theinterest of the deceased tenant with thesurviving tenant, who may continue toexercise full authority over the account,subject to our set-off against the account forany amounts owned by the decedent or anysurviving Joint Owner.
In the event of the death of any party to aJoint Account held as tenants in common,you agree that in the percentage ofownership of the Account held by each of theJoint Owners as of the close of business onthe date of the death of the deceased Joint
Owner (or on the next following business dayif the date of death is not a business day) willbe equal unless a different tenancypercentage is specified by the Joint Ownersin the Account Application. You also agreethat any taxes, costs, expenses, or othercharges which become a lien against orbecome payable out of the Account as aresult of the death of the deceased JointOwner or through the exercise by his...