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Customer Account AgreementLast updated: October 18, 2025

This Customer Account Agreement (the “Agreement”) sets forth the terms and conditions under which we, Interchange Clearing LLC (the “Firm,” “we,” “our” or “us”), will open and maintain one or more brokerage account(s) (“Account”) in your name and on your behalf and otherwise transact business with you.

1. Relationship Between You and the Correspondent

  1. The financial services provider (the “Correspondent”) with which you have opened your Account has retained us to provide services limited to execution, clearing, settlement, custody, and recordkeeping (together, the “Clearing Services”) for transactions made pursuant to instructions we receive from the Correspondent on your behalf.

  2. The Clearing Services (such as the execution and settlement of securities transactions, custody of securities and cash balances, and extension of credit on margin transactions) are provided to you under a written clearing agreement between us and the Correspondent (the “Clearing Agreement”). Terms of the Clearing Agreement between us and the Correspondent and you are governed by the Financial Industry Regulatory Authority (FINRA), the U.S. Securities and Exchange Commission (SEC), and other regulatory organizations, exchanges, U.S. states and territories where we are registered.

  3. Your Account has been introduced to us by the Correspondent, acting as your agent. The Correspondent in this relationship is not an agent of or affiliated with us. We do not control the business or operations of the Correspondent and activities by the Correspondent are separate and distinct from us.

2. Parties

  1. You agree that the parties to this Agreement will consist of us and you. All obligations arising hereunder are joint and several and may be enforced by us against any or all Account holders. In the event of the death of either or any of the joint Account holders, the surviving joint Account holder(s) will immediately give us written notice thereof, and we may, before or after receiving such notice, take such action, require such papers and inheritance or estate tax waivers, retain such portion of and/or restrict transactions in the Account as we may deem advisable. The surviving joint Account holder(s) and the estate of the deceased joint Account holder will be jointly and severally liable to us for any net debit balance or loss in the Account in any way resulting from transactions initiated prior to the receipt by us of the written notice of the death or incurred in the liquidation of the Account or the adjustment of the interests of the respective parties.

  2. Laws governing joint ownership of property vary from jurisdiction to jurisdiction. Generally, however, for joint tenants with rights of survivorship, in the event of the death of either tenant, the entire interest in the joint Account will be vested in the surviving joint tenant(s) on the same terms and conditions. For tenants in common, the interest in the tenancy will be equal unless specified and in the event of death of either tenant, the interest in their share of the tenancy will vest in the decedent’s legal representative. State laws regulating community property vary. Consult your own legal adviser.

3. Representations and Warranties

  1. You represent to us that all information supplied by you in connection with the opening of your Account is accurate and complete, and that we are legally entitled to rely on such information, and you agree to report promptly to us any material change in such information. You represent to us that you have read and understand all risk disclosure statements we have provided to you and understand that all transactions effected for your Account are at your risk, and that you are solely liable therefore under all circumstances.

  2. You understand all investments involve risk, and in certain cases, losses may exceed the principal invested, and that past performance of a security, industry, or financial product does not guarantee future results or returns. You understand investing is only suitable for persons who are financially able to withstand losses. You agree to consult with your own advisers with respect to making investment, legal, tax, or accounting decisions for the Account.

4. Clearing; Custody; Recordkeeping

We may accept from the Correspondent, without any inquiry or investigation: (a) orders for the purchase or sale of securities and other assets in your Account; and (b) any other instructions concerning your Account or the property therein. You understand and agree that our role is limited to execution, clearing, settlement, custody, and recordkeeping for transactions made pursuant to instructions from you or Correspondent, and we generally will not inquire into the circumstances surrounding any transaction for your Account. We are not responsible for any acts or omissions of Correspondent, including, but not limited to, sales practices, trading practices or recommendations. You understand that transactions may be executed by other broker-dealers, including your Correspondent, as principal. You agree to look solely to your Correspondent for redress of any loss or damage arising out of circumstances other than our own negligence or willful misconduct in the execution, clearing, settlement, custody, or recordkeeping of transactions for your Account.

5. Self-Directed Account

You understand that your Account is self-directed, and that you are responsible for all instructions, transactions, or decisions to continue with an investment strategy in your Account.

6. Registered Investment Adviser Authorization

In the event your Account is managed by a Correspondent who is an Investment Adviser (“IA”), as defined in Section 202 of the Investment Advisers Act of 1940, you authorize us to accept instructions from the IA to effect transactions in your Account, pursuant to a separate agreement between you and the IA, authorizing the IA to manage your Account, including executing trades, appointing sub-advisers, depositing or withdrawing funds to and from the Account.

7. Furnishing Investment Advice; No Professional Advice

We do not furnish investment or tax advice and do not act as a financial adviser or fiduciary to any Account, nor do we give advice or offer any opinion with respect to the suitability of any transaction, security or order. You agree to consult with your own advisers with respect to making investment, legal, tax, or accounting decisions for the Account. We do not offer account monitoring services.

8. Routing

Upon the receipt of an order from the Correspondent, we or the Correspondent may, depending on the security involved and/or the size of the order, route the order for execution to another broker-dealer that is a market maker in that security or execute the order through an exchange. We assess the quality of the markets to which we route order flow. Unless you provide us with specific execution instructions, we or the Correspondent may use our discretion in selecting the market in which to place your orders. We consider various relevant factors in determining where to direct orders such as speed, execution price, accuracy of executions, cost of executing orders, opportunities for price improvement, market center service levels, and trading characteristics of the security. You understand that we may act as principal in certain transactions with you, including but not limited to, cash market transactions and fractional share orders.

9. Payment for Order Flow

“Payment for order flow” includes, among other things, any monetary payment, service, property, or other benefit that results in remuneration, compensation, or consideration to us from a broker-dealer, market maker, or exchange in return for directing orders. Our primary objective is to obtain the best execution of orders, regardless of any compensation factor; however, we may accept payment for order flow. We may receive remuneration for directing orders to a particular broker-dealer, market maker, or exchange. Such remuneration is considered compensation to us. Remuneration details can be furnished upon request.

10. Open Orders and Right to Cancel

A Good ‘Til Canceled (GTC) or Good ‘Til Date (GTD) order will remain open until executed, expired, or canceled. An attempt to cancel or replace an open order may be made until such event occurs. Certain corporate action events may result in the cancellation of an open order.

11. Fractional Shares

  1. You may purchase, hold and sell certain equities in fractional shares. Your ability to submit orders—whether for whole shares or fractional amounts—is determined by your Correspondent. For any fractional share component of a transaction, we will act as counterparty and execute that portion as a principal or riskless principal. We determine which securities are eligible for fractional trading, and may modify eligibility at our discretion at any time.

  2. Orders for less than one whole share will be executed at the National Best Bid and Offer (NBBO) price. If an order is placed for more than one share that includes a fractional amount, the fractional component will be executed at the average price of the filled whole share portion. Only day orders (i.e., orders marked “good for the day”) will be accepted for fractional shares.

  3. Fractional share positions are non-transferable. If you transfer your Account to another firm, any fractional shares will be liquidated, which may have tax consequences, and transferred as a cash balance.

  4. You may receive dividend payments—either in cash or, in the case of stock dividends, as fractional shares or their cash equivalent. In the event of a corporate action such as a stock split, merger, or other mandatory event, we reserve the right, at our sole discretion, to provide a pro-rata cash equivalent for any fractional share position affected.

  5. Fractional shares typically do not carry voting rights. Additionally, your ability to participate in voluntary corporate actions (e.g., tender offers, rights offerings) with respect to fractional share positions may be limited or unavailable.

12. Fees; Charges; Debits

  1. The Correspondent will notify you regarding the applicable commission, charges, interest rates, and/or other fees under this Agreement (collectively, the “Fees”) related to your Account in connection with the Clearing Services we provide. You will be responsible for payment of such Fees and any taxes applicable to your Account.

  2. In the event your Account is managed by an RIA, you authorize us to pay the RIA investment advisory service Fees directly from your Account. You understand further that, with or without notice, Fees may be changed from time to time. You may also be charged a Fee for positions transferred to another financial service provider. You agree to pay on demand any debit balances in your Account.

  3. Fees under this Agreement include:

    1. Regulatory and Other Fees. Regulatory Fees may include a trading activity fee (“TAF”) and an SEC Section 31 Fee (“Section 31 Fee”), both applicable to sell orders only. The regulatory Fees associated with your transactions are pass-through Fees to offset third-party charges, including charges that are assessed by self-regulatory organizations (“SROs”), market center, clearing agency, or depository.
    2. TAF. FINRA charges a TAF to their members to recover the costs of supervising and regulating their members. The Correspondent may pass this Fee onto you.
    3. Section 31 Fee. The SEC imposes a Section 31 Fee onto national securities exchanges and national securities associations (SROs) who in turn pass them onto their members. The Section 31 Fee is intended to recover the costs incurred by the government, including the SEC, for supervising and regulating the securities markets and securities professionals. The Correspondent may pass this Section 31 Fee onto you.
    4. ADR Fee. An American Depository Receipt (ADR) is a type of equity security which allow foreign investing for American investors. An ADR is issued by an American bank or broker and represents one or more shares of a foreign company stock held by that bank. Some ADRs are subject to service Fees, which compensate the agent bank for providing the custodial services. These ADR Fees range from $0.01 – $0.03 per share on an annual basis and may be charged directly to the Account or deducted from the dividend if one is paid.

  4. Fees may differ from or exceed the actual third-party charges due to rounding methodologies, the use of an allocation account, timing differences with third-party rate adjustments, and pricing arrangements between the Correspondent and us.

  5. ACH Transactions. Automated Clearing House (ACH) transactions are subject to the Nacha Operating Rules and Guidelines, and other financial industry funds transfer system rules as applicable. Pursuant to the Nacha Operating Rules and Guidelines, you authorize us to debit and credit the bank account source(s) you provide.

  6. Security Interest and Lien. As security for the payment of all of your obligations and liabilities to us, we will have a continuing security interest in all property in which you have an interest held by or through us. In addition, in order to satisfy any such outstanding liabilities or obligations, we may, at any time and without prior notice to you, use, apply or transfer any of such securities or property interchangeably (including cash and fully paid securities). In the event of a breach or default under this Agreement or any other agreement you may have with us, we will have all rights and remedies available to a secured creditor under any applicable law in addition to the rights and remedies provided under this Agreement.

13. Making Delivery; Liquidation Instructions; Default

a. If we sell any securities at your direction and you fail for any reasons to supply us with such property, we may (but will not be obligated to) borrow or buy for you any securities necessary to make such delivery. Under no circumstances will we be obliged to make any payment or delivery to you except against receipt of payment or delivery by you of monies or other securities requested by us.

b. Should we deem it desirable for our protection, in our reasonable discretion, or should you be in breach of or violate any of the material terms of this Agreement, we are authorized to declare (and without the necessity of a call for additional capital) you in default under this and any other agreement. In the event of default, we reserve the right to sell, without prior notice to you, any and all property in which you have an interest held by or through us, to buy any or all property which may have been sold short, to cancel any or all outstanding transactions and/or to purchase or sell any other property to offset market risk, and to offset any indebtedness or position you may have, after which you will be liable to us, for any remaining deficiencies, losses, costs or expenses sustained by us.

14. Reports; Errors or Omissions

  1. Reports of execution of orders sent by us to you and the Correspondent will be binding on you unless, in the case of a written report, you object in writing prior to the opening of trading on the business day following the day you have received the report. In addition, if after you have placed an order with us through the Correspondent and have not received a written confirmation thereof in accordance with our practice, you immediately will notify the Correspondent. If you fail to notify the Correspondent as set forth in this section, you agree that you will be deemed estopped to object and to have waived any objection to our execution or failure to execute any transaction. Nothing contained in this section, however, will bind us with respect to any transaction or price reported in error, or prevent us, upon discovery of any error or omission, from correcting the error or omission, and putting the Account in the same position it would have been in if the error or omission had not occurred.

  2. You accept responsibility for the monitoring of your Account. You will immediately notify the Correspondent in writing if you become aware of the following: (i) any loss, theft or unauthorized use of your password(s), login credentials or user IDs and/or Account number(s); (ii) any failure by you to receive a message indicating that an order was received and/or executed; (iii) any failure by you to receive an accurate confirmation of an execution; (iv) any receipt of confirmation of an order and/or execution which you did not place; or (v) any inaccurate information in your Account balances, positions, or transaction history.

  3. You agree to examine promptly all trade confirmations and monthly statements of your Account, or other reports provided or made available to you by use or through our Clearing Services or Correspondent. You will notify your Correspondent of potential error(s) in any Account in connection with: (i) any transaction prior to the settlement date of such transaction, (ii) information appearing on daily reports within seven (7) days of such report, and (iii) information first appearing on such monthly statements or reports within thirty (30) days of receipt.

15. Free Credit Balances; Transfer Arrangements

  1. Free credit balances represent money owed to you on demand and may appear as an unencumbered cash balance on your Account statement. Free credit balances are not bank deposits and not insured by FDIC. The free credit balance in your Account that is available to withdrawal is the sum of the uninvested cash in your Account less:

    1. monies to pay for transactions that have not settled,
    2. charges to your Account including electronic funds transfers, and
    3. open commitments for unexecuted orders.

  2. Interest rates on free credit balances are determined by the Correspondent.

  3. You hereby direct us to use, in the ordinary course of our business, any free credit balance in your Account in accordance with all applicable rules and regulations and you authorize us, in our discretion, to transfer any free credit balances and cash in your Account daily to a non-regulated Account.

16. Regulation E

The Consumer Financial Protection Bureau’s (CFPB) Regulation E establishes disclosures regarding electronic funds transfers. In addition to the disclosures in this section, you should review the account terms and conditions and other disclosures regarding electronic funds transfers that are provided to you by your Correspondent. Please note that this disclosure section is not applicable to international remittance transfers. Contact your Correspondent in the event that you have any questions regarding international remittance transfers you have requested.

17. Restrictions

You understand that we may restrict or prohibit trading in, or close, your Account for noncompliance with regulatory rules, suspicion of fraud, or other inappropriate activity. In addition, we may require cash or security deposit prior to lifting restrictions on an Account. We are not liable for any trading losses, lost profits or other damages resulting from trading, deposit, or withdrawal restrictions on your Account.

18. Cash Account

All transactions for an Account will be deemed to be cash transactions and payment for those transactions will be required in the manner applicable to cash transactions. Cash Accounts may instantly transact with deposits made by electronic funds transfer. Failure or cancellation of electronic funds transfer may result in restriction or termination of the Account.

19. Money Market Sweep Feature

We offer a Money Market Sweep (“Sweep”) feature designed to automatically invest unencumbered cash in your Account into the money market fund(s). Prior to funding your Account and participating in the Sweep, you agree to read the Money Market Sweep Disclosure, available on our website at www.interchange.com/disclosures, and carefully review each fund’s prospectus.

20. Limited Purpose Margin Feature

We offer a Limited Purpose Margin (“LPM”) feature, which provides the Account instant access to transact with deposits made by electronic funds transfer (limits may be set by us or the Correspondent) and the ability to transact proceeds from the sale of securities prior to settlement. The LPM feature is not typical margin, and it does not make your Account eligible for leveraged buying power. Upon approval by Correspondent, your Account may be granted limited margin privileges for the purpose of utilizing the LPM feature. You understand you are responsible for debits, costs, commissions, fees, and losses arising from any actions we must take in the normal course of providing execution, clearing, settlement, custody, and electronic funds transfer services to the Account under this Agreement. By utilizing the LPM feature, you understand your Account is subject to FINRA’s Pattern Day Trading Rules. In the event of Pattern Day Trader activity, payment default, or other violation of regulatory or exchange rules, we reserve the right to cease offering LPM to your Account.

21. Pattern Day Trader

  1. You understand a Pattern Day Trader, as defined under FINRA Rule 4210(f)(8)(B), is any Account that executes four (4) or more day trades within five (5) business days, provided the number of day trades is more than six (6) percent of the total trades in the Account during that period.

  2. We may institute trade restrictions to prevent pattern day trading at any time without notice to you. As a result, you may be restricted from purchasing or selling securities on a particular day or time that you intend.

22. Sell-Outs, Buy-Ins and Cancellations of Orders

If any Account fails to comply with any payment or settlement requirement, we will sell out (or buy in, as appropriate) such Account to bring the Account into compliance. If the required deposit is not provided within the time specified, or securities sold are not delivered as required, we may take such action as we deem appropriate, including but not limited to the sale or purchase of securities for, and at the risk of, the Account.

23. Electronic Communications Consent

  1. We will send all Account communications which include trade confirmations, monthly statements, proxy materials, tax forms, privacy, and other notices to you, or to the Correspondent to provide to you, electronically either:

    1. to your email;
    2. by posting the information online and sending you a notice to your email telling you that the information has been posted and providing instructions on how to view it; or
    3. by posting the information on the Account statement;

  2. By entering into the Agreement, you consent to the receipt of electronic Account communications and such consent will be applicable on an ongoing basis and for every tax year. We reserve the right to close your Account if you do not consent to receiving electronic delivery of Account communications.

  3. You agree to notify the Correspondent immediately of any change in email. Communications will be deemed to have been personally delivered to you upon delivery to the Correspondent who is required to deliver to you. Communications are legally presumed to have been delivered, whether you receive them or not. In addition, trade confirmations and monthly statements are legally presumed to be accurate unless we receive instructions on your behalf from the Correspondent.

24. Privacy Notice

You agree to electronic delivery of our privacy notice, available on our website at www.interchange.com/disclosures, at the time of Account opening and on an annual basis.

25. SIPC Protection

Securities in Accounts carried and cleared by us are protected in accordance with the Securities Investor Protection Corporation (SIPC) up to $500,000 (including up to $250,000 for uninvested cash). SIPC coverage does not protect against a decline in the market value of securities, nor does coverage extend to certain securities that are considered ineligible for coverage. Sweep balances are treated as eligible securities for SIPC purposes. For more details on SIPC, or to request a SIPC brochure, visit the SIPC website at www.sipc.org, call SIPC at 202.371.8300, or email SIPC at asksipc@sipc.org.

26. Business Continuity Plan

We have developed a Business Continuity Plan (“BCP”) to reasonably ensure business continuity. In our capacity as a clearing firm, we provide a variety of services that require the provision of continual technological and operational support to your Correspondent. In connection with accomplishing business continuity, we have established procedures which are designed to ensure our clients will be able to conduct business and their Account holders may access their funds and securities promptly. The BCP is located on the website at www.interchange.com/disclosures. Please note that the specifics of our BCP are subject to modification.

27. Trusted Contact Person

Pursuant to FINRA Rule 2165, if you have identified a trusted contact person, you authorize us to contact the trusted contact person to disclose information about you and your Account(s) in the event of potential financial exploitation or to confirm other information. The trusted contact person is only a source of information and does not have trading authority over your Account(s). Please contact your Correspondent to add, remove, or change your trusted contact person.

28. FINRA Rule 4311 Notice

  1. As a member of FINRA, we are required by FINRA Rule 4311(d), to disclose to you the details of our Clearing Agreement with the Correspondent, which are summarized below.

  2. Correspondent’s responsibilities. The Correspondent has the responsibility to:

    1. Approve the opening of your Account.
    2. Obtain necessary documentation to help fight the funding of terrorism and money laundering activities. (Note: U.S. law and international best practices require firms to obtain, verify and record information that identifies each person who opens an Account. This information may be used to perform a credit check and verify your identity through internal sources or third-party vendors.)
    3. Obtain IRS Form W-9 or verify backup withholding status.
    4. Perform due diligence to validate and verify all linked bank accounts before establishing ACH transfers or Fedwire funds transfers.
    5. Service and supervise your Account through its own personnel in accordance with its own policies, procedures, applicable laws, regulations and rules.
    6. Perform Know Your Customer (KYC) or Know Your Business (KYB) due diligence and obtain information about your investment objectives, financial situation, and risk tolerance to ensure account suitability.
    7. Provide Account holders with their Account information within thirty (30) days of account opening, at least every thirty-six (36) months thereafter, and upon any change in investment objectives or other account information.
    8. Provide timely delivery of documents (monthly statements, trade confirmations, tax forms, disclosures, etc.)
    9. Provide investment advice, recommendations or management services that are suitable and appropriate based on your investment objectives, financial situation, risk tolerance, and other relevant information obtained.
    10. Determine whether available account features, transaction types, and funding or withdrawal limits are appropriate for you.
    11. Accept orders and promptly transmit them to us for routing or execution.
    12. Know the facts about any orders for the purchase or sale of securities in your Account.
    13. Correctly identify and promptly forward cash or securities intended for your Account to us.
    14. Supervise the activities of any individual who services your Account.
    15. Resolve any complaints regarding the handling of your Account.
    16. Manage the ongoing relationship the Correspondent has with you.

  3. We have no involvement and assume no responsibility in all of the above matters relating to the servicing of your Account.

  4. Our responsibilities. In general, we are only responsible for the services within the scope of the Clearing Agreement between the Correspondent and us, which contains specific directions regarding your Account. As such, we may fulfill the following responsibilities on behalf of your Account:

    1. Create and maintain electronic records for each Account.
    2. Process orders for the purchase, sale or transfer of securities (We are not obligated to accept orders directly from you and may do so only in exceptional circumstances).
    3. Receive and deliver cash and securities.
    4. Record all receipts and deliveries based on instructions provided by the Correspondent or, where applicable, directly in writing by you.
    5. Hold securities and cash in custody after they come into our possession or control.
    6. Collect and disburse dividends, interest, capital gains, and other distributions t.
    7. Process corporate actions, reorganizations, and proxy or voting instructions with respect to securities held in your Account.
    8. Prepare and transmit trade confirmations to you, or provide facilities to the Correspondent to perform these functions.
    9. Prepare and transmit monthly statements summarizing transactions, or provide facilities to the Correspondent to perform these functions.
    10. Prepare and transmit required tax forms and information reports to you, or provide facilities to the Correspondent to perform these functions.
    11. Provide the Correspondent with access to account information, data reports, and other records necessary to carry out its responsibilities under the Clearing Agreement.
    12. Assist you and the Correspondent with any discrepancies or errors that may occur in the processing of transactions.

  5. In connection with all of the functions that we perform, we maintain the books and records required by law and business practice. The Clearing Agreement does not encompass transactions in commodities futures contracts or investments other than marketable securities, which we normally process on recognized exchanges. In furnishing Clearing Services under the Clearing Agreement, we may use and rely upon the services of clearing agencies, automatic data processing vendors, proxy processing vendors, transfer agents, securities pricing services and other similar organizations.

  6. This FINRA Rule 4311 disclosure addresses the basic allocation of functions regarding the handling of your Account. It is not meant as a definitive enumeration of every possible circumstance, but only as a general disclosure.

  7. We do not control, audit or otherwise supervise the activities of the Correspondent or its personnel. We do not verify information provided by the Correspondent regarding your Account or transactions processed for your Account. We do not undertake responsibility for reviewing the appropriateness of transactions entered by the Correspondent on your behalf.

  8. If you have any questions, please contact the Correspondent with which you opened your Account.

29. Waiver

Neither our failure to insist at any time upon strict compliance with this Agreement or with any of the terms hereof nor any continued course of such conduct on our part will constitute or be considered a waiver by us of any of our rights or privileges hereunder.

30. Amendment

You agree that we may modify the terms of this Agreement at any time. In the event of any material modifications to the terms of this Agreement, we will give you notice as required by applicable law. By continuing to accept services from us, you will have indicated your acceptance of any such modification. If you do not accept any such modification, you must notify us thereof in writing and your Account may then be closed, but you will still be liable thereafter to us for all remaining liabilities and obligations. No oral agreements or instructions purporting to amend this Agreement will be recognized or enforceable.

31. Electronic Delivery of Communications

  1. All trade confirmations, monthly statements, tax forms, and other communications or notices (“Communications”) will generally be transmitted to you by the Correspondent or on the Correspondents behalf using facilities that we provide. Under exceptional circumstances, we may transmit Communications to you directly by email or other electronic means. If, during a distribution, an email address proves invalid or undeliverable, you may be contacted by the Correspondent or, if necessary, by us. It is your responsibility to (i) maintain your user login credentials, (ii) promptly notify the Correspondent of any changes to your email address, and (iii) promptly inform the Correspondent of any difficulty in accessing, opening or otherwise viewing a document made available electronically.
  2. Documents made available electronically, including trade confirmations, monthly statements, tax forms, and other notices, are provided in a commonly used format such as Portable Document Format (PDF). You must have access to hardware and software capable of receiving, opening, and reading documents in PDF format, such as a current version of Adobe Reader® or other compatible software. It is your responsibility to maintain such hardware, software, and internet connectivity necessary to access and retain these documents. We are not responsible if you are unable to view or print documents due to your failure to maintain the required systems or software.
  3. We will not be responsible for losses resulting from a failure of delivery or receipt of Communications sent by the Correspondent. All communications will be deemed delivered to you when sent to your email address of record or when made available electronically, whether or not you actually access them. By receiving your trade confirmations and monthly statements electronically, you agree to promptly review them and to notify the Correspondent–or, under exceptional circumstances, us–of any discrepancies.

32. Tax Reporting

  1. The proceeds of sales transactions and dividends paid will be reported to the Internal Revenue Service (“IRS”) in accordance with applicable law. We are required by law to report annually to you and the IRS, any taxable interest, dividend, and capital gains credited to your Account, including any tax withheld. The amounts shown on your monthly statement reflects these amounts based on the activity in your Account. In certain circumstances, payments may be subject to tax recharacterization by the issuer of a security or other adjustments. Your monthly statement may not reflect all adjustments required for tax reporting purposes. Please consult with your tax adviser for more guidance.

  2. Annual tax forms are made available by electronic delivery only. You agree to declare, file, and pay taxes when due in full compliance with the applicable tax laws to which you are subject.

  3. For U.S. Persons:

    1. An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return.
    2. By signing any Form W-9 you: (1) certify that the TIN (or EIN) you are giving is correct; (2) certify that you are not subject to backup withholding, or if the IRS has informed you that you are subject to backup withholding for failure to report all interest or dividends on your tax return; (3) certify you are a U.S. person for tax purposes; and (4) certify that FATCA code entered on the form (if any) indicating that you are exempt from the FATCA reporting, is correct. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

  4. For non-U.S. Persons: You certify that you have examined all the information on any applicable Form W-8BEN that you have submitted and that to the best of your knowledge and belief all such information is true, correct, and complete.

33. Cost Basis

We are required to report cost basis and holding period information to the IRS for covered securities in taxable Accounts. Sales of covered securities—those acquired on or after IRS-effective dates—are reported with cost basis and holding period details, while non-covered securities (acquired earlier) are not. If individual tax lots are not specified, we will apply a first-in, first-out (FIFO) method for cost basis reporting. Cost basis is adjusted for wash sales involving securities with the same CUSIP held in the same Account. Your monthly statement may not reflect all adjustments required for tax reporting purposes. You should consult with your tax adviser for further guidance.

34. Distributions

In the event that you sell a security prior to its ex-dividend/distribution date, and you receive the related cash/stock dividend or distribution in error, you direct us on your behalf to pay such dividend/distribution to the entitled purchaser of the securities you sold, and you guarantee to promptly reimburse us for, or deliver to us, said dividend or distribution.

35. Limitation of Liability

  1. You will have no claim against us for any loss, damage, liability, cost, charge, expense, penalty, fine or tax caused directly or indirectly by: (i) any law, regulation, rule or order; (ii) suspension, or termination of trading; (iii) war, civil or labor disturbance; (iv) any delays or inaccuracies in the transmission or reporting of orders or other information due to a breakdown or failure of any transmission or communication facilities for any reason; (v) failure or delay for any reason of any broker, bank, depository or custodian to fulfill its obligations or to pay in full any amounts owed to us; (vi) failure or delay by any entity which, consistent with applicable regulations, is holding customer segregated funds, securities or other property, to pay or deliver same to us; or (vii) any other causes beyond our control.
  2. YOU EXPRESSLY AGREE THAT YOUR USE OF THE CLEARING SERVICES IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM USE OF, OR INFORMATION OBTAINED THROUGH, THE CLEARING SERVICES. NEITHER WE NOR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, THIRD PARTY VENDORS, FACILITIES, INFORMATION PROVIDERS, LICENSORS, EXCHANGES, OR OTHER SUPPLIERS PROVIDING DATA, INFORMATION, OR SERVICES, (EACH, A “PROVIDER”), WARRANT THAT THE CLEARING SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE OR THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CLEARING SERVICES OR AS TO THE TIMELINESS, SEQUENCE, ACCURACY, COMPLETENESS, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR TRANSACTION PROVIDED THROUGH THE CLEARING SERVICES.

36. Indemnification; Costs of Collection

You agree to indemnify and hold harmless each of us, and our respective members, directors, officers, employees and agents from and against any liability, damage, cost or expense (including, without limitation, legal fees and expenses, amounts paid in settlement of any claims, interest and any fines or penalties imposed by any exchange, self-regulatory organization or governmental agency) any of them may incur or be subjected to with respect to you or your Account or any transaction or position therein except to the extent that such liability, damage, cost or expense arises out of our negligence, willful misconduct or fraud, or as a result of your violation of any of your material representations, agreements or obligations under this Agreement. You agree that we will not be liable to you for any losses, costs, expenses or other damages sustained by you in the event of any failure or delay by any exchange, market, custodian, bank or other depository institution where any of your funds or other assets are maintained, or a failure or delay by any member, bank or agent to fulfill its obligations or to make any payment, for any reason whatsoever. You waive any claim, cause of action or right as against us, our employees or agents that may arise or occur as a result thereof. You also agree to pay and authorize us to charge you for any direct or indirect costs of collection, defense and enforcing any of our rights under this Agreement including, but not limited to, interest, legal fees, court costs and other expenses.

37. Headings

The headings of the provisions hereof are for descriptive purposes only and will not modify or qualify any of the rights or obligations set forth in such provisions.

38. Legally Binding

This Agreement will be binding upon the parties hereto and their respective successors and assigns and supersedes any prior agreements between the parties with respect to the subject matter hereof. You further agree that all purchases and sales will be exclusively for your Account in accordance with your instructions. You hereby waive any and all defenses that any such instruction was not in writing as may be required by the statute of frauds or any similar law, rule or regulation.

39. Severability

If any provision of this Agreement is or should become or be deemed to be inconsistent with any present or future law, public policy, or regulatory body having jurisdiction over the subject matter of this Agreement, such provision will be deemed to be rescinded or modified in accordance with any such law, rule or regulation. In all other respects, this Agreement will continue to remain in full force and effect.

40. Arbitration

  1. In the event of a dispute, such dispute will be settled by arbitration in accordance with the rules then prevailing at FINRA, provided however that if FINRA declines jurisdiction over the dispute it will be decided through the jurisdiction of any U.S. securities self-regulatory organization or U.S. securities exchange of which the entity against whom the claim is made is a member and designates. Such designation of the rules of a U.S. self-regulatory organization or U.S. securities exchange is not integral to the underlying agreement to arbitrate. Any final award rendered by such arbitrators will be final and binding between the parties and judgment thereon may be entered in any court of competent jurisdiction.
  2. Pre-Dispute Arbitration Clause. By signing the Agreement, you agree that: (i) All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed and FINRA Regulatory Notice 16-25; (ii) arbitration awards are generally final and binding, and a party’s ability to have a court reverse or modify an arbitration award is very limited; (iii) the ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings; (iv) the arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least twenty (20) days prior to the first scheduled hearing date; (v) the panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry; (vi) the rules of some arbitration forums may impose time limits for bringing a claim in arbitration and, in some cases, a claim that is ineligible for arbitration may be brought in court; and (vii) the rules of the arbitration forum in which the claim is filed, and any amendments thereto, will be incorporated into this Agreement.

41. Governing Law; Jurisdiction and Venue

  1. All transactions will be subject to all applicable law and the rules and regulations of all federal, state and self-regulatory agencies including, but not limited to, the SEC, FINRA, and rules and customs of the exchange or market where the transaction is executed.
  2. This Agreement is governed by the laws of the State of Delaware, without regard to any conflicts of law provisions. You agree to jurisdiction of and venue in the State of Delaware for all disputes arising out of this Agreement.

42. Authority

You represent that this Agreement has been duly authorized and executed by you and that you have full power and authority to conduct transactions in the Account. By executing this Agreement on behalf of an entity, you represent that the entity on whose behalf you are acting is authorized to enter into this Agreement and that you are duly authorized to execute this Agreement in its name.

Acceptance of this Agreement by electronic means will be deemed to have the same legal and binding effect as execution of an original signed hard copy of this Agreement.