Limited / Full Trading Authorization for optionsxpress Brokerage Accounts In addition to completing this trading authorization ( TA ) form, the account holder ( Account Holder ) must submit to optionsxpress Australia Pty Limited ("optionsxpress") the items detailed in the "Regarding Agents" section below. Please note that there are different documentation requirements depending on whether you are adding an Agent to a U.S. account or a non-u.s. account and, for non-u.s. Accounts, whether the Agent is a U.S. resident or not. Please submit the completed, signed and notarized form (both the Account Holder and Agent must sign), along with the Agent s government issued photo identification to: Mailing Address: optionsxpress, Inc. c/o New Accounts 311 W. Monroe, Suite 1000 Chicago, IL 60606 Questions? Call Customer Service at 888.280.8020 and ask for Customer Service Important Information to Know Before Executing This TA Form: Regarding Trading Authorization: 1. You have the right to revoke or terminate this TA and the authority granted hereby at any time by terminating this TA on the Profile page of the optionsxpress website. 2. This TA form applies only to the account specified below. 3. TA authority does not apply to Custodial accounts unless you are an Investment Adviser acting pursuant to a Limited Trading Authorization ( LTA ). Investment Adviser means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings. 4. TA on fiduciary accounts (e.g., estates, guardianships, conservatorships, etc.) may be restricted by state laws or other standards. 5. This form cannot be used for a Durable Power of Attorney. Consequently, the Agent s authority will expire upon the subsequent mental disability, incompetence, incapacity or death of the Account Holder. 6. In order to accept a Full Trading Authorization ( FTA ) application for a trust account (other than a revocable living trust where the trustor[s], trustee[s] and current beneficiary[ies] are all the same individuals), optionsxpress requires photocopies of the following pages from the trust document: a. Title pages containing the name and date of the trust, the trustor(s) and trustee(s); b. Signature page(s); and c. Pages setting forth the trustees authority to delegate powers and appoint agents. Regarding Agents For U.S. accounts and non-u.s. accounts that are authorizing a U.S. Agent, and must provide a government issued, non-expired photo identification, such as U.S. Passport, Driver's License or State ID For non-u.s. accounts that are not authorizing a U.S. Agent, and a utility bill that evidences your current address 2. This document gives your Agent a broad range of authority over your accounts whether you select Limited Trading Authorization ( LTA ) or Full Trading Authorization ( FTA ). 3. You are responsible for providing your Agent with all agreements, disclosures and notices regarding your account(s) and this TA form, and the Agent agrees to be bound by the terms and conditions of such documents. 4. An Agent who is an Investment Advisor will be acting in their capacity as an Investment Advisor and will be authorized to act only as an LTA.
1. Account Information (Please print.) We respect your privacy. optionsxpress may use the information you provide to communicate with you and provide information about products and services. Read about optionsxpress s privacy policy at www.optionsxpress.com/privacy As required by federal law, optionsxpress will use the information below to verify your identity. Name of Account Holder (or Trust/Organization): Name of Additional Account Holder (or Trustee/Authorized Person): This POA applies to the following account(s): Account Number: - 2. Appoint Your Agent(s) to Act in One of the Following Capacities (Check only one.) I hereby appoint the individual(s) named in Section 4 to be my agent(s) and attorney(s)-in-fact (each an Agent ) with the authority to exercise the express and incidental rights and powers indicated below with respect to my Brokerage Account. Limited Trading Authorization (LTA) Authority over Brokerage Account. An LTA grants your Agent the authority to trade in your Brokerage Account in the same manner and to the same extent as you are permitted to do, but not to make withdrawals or transfer funds. I request that optionsxpress mail duplicate copies of the following items to the Agent(s) listed below. Account Statements Trade Confirmations Full Trading Authorization Without Check User Authorization Authority over Brokerage Account. This grants your Agent the authority to trade in your account; to transfer or withdraw money and securities in your account, including into the name of the Agent; and generally to take any other actions with respect to your account in the same manner and to the same extent as you are permitted to do. This grant of authority is not available to Investment Advisers acting in the capacity of an Investment Advisor to Custodial Accounts. Should you desire your Agent to have checkwriting authority over your account, please contact optionsxpress xustomer service via phone at 888-280-8020 or via email at support@optionsxpress.com. Note that authorizing an Agent with checkwriting authority over your account will allow the Agent to write checks against the account. Additional provisions related to checkwriting authority are included in the optionsxpress Trading Authorization and Agreement. I request that optionsxpress mail duplicate copies of the following items to the Agent(s) listed below. Account Statements Trade Confirmations
3. Agent Information Name (First) (Middle) (Last) (Suffix) Home/Legal Street Address (no P.O. Boxes) City, State, Zip Code Mailing Address (if different from above, P.O. Boxes may be used) City, State, Zip Code Phone (Day) Phone (Mobile) Phone (Evening) Email Address* (Required to update your account on the web) Social Security / Tax ID Number Date of Birth Mother's Maiden Name ID Number Place of I suance Exp. Date Driver's License State ID Passport Citizenship Country of Legal Residence Place of Birth Securities industry regulations require that we collect the following information: Marital status Number of Dependents: Employment Status If employed: Employer: Nature of Business: Occupation: Years Employed: Country: Home/Legal Street Address (no P.O. Boxes) City, State, Zip Code * By providing your email address, you consent to receiving email from optionsxpress. Information about opting out of certain email communications is provided at www.optionsxpress.com/privacy
Are you a senior foreign political figure (defined below), an immediate relative of a senior foreign political figure or a close associate of such an official? A senior foreign political figure is a (i) current or former senior official (elected or not), (ii) senior official of a major foreign political party, (iii) senior executive of a foreign government owned commercial enterprise or (iv) any individual publically known to be a close personal or professional associate. Yes No Are you affiliated with or employed by any stock, options or commodity exchange or member firm of an exchange, FINRA, CBOE, NFA or a municipal securities broker-dealer? (Note: If you answer yes to the above question, please ask your Company to provide written approval on its letterhead authorizing you to open this account and indicating whether duplicate securities and/or futures statements are required. Be sure the correspondence includes an email address to which statements should be directed if they are required. Please also provide the information requested below for the designated person authorized to submit such documentation and/or responsible for surveillance over your optionsxpress account.) Yes No By choosing Yes, you agree to allow optionsxpress to send duplicate statements to the following recipient: Recipient Name: Company / Department Name: Account Holder Name: Country: Address: City: Province / State (if applicable): Zip / Postal Code: Are you a director, 10% shareholder or policy-making officer of a publically traded company? Yes No If yes, please provide Ticket Symbol(s) and Company Name(s) Years of Stock Trading Experience Number of Annual Stock Trades Years of Options Trading Experience Number of Annual Options Trades Investment Experience None Limited Good Extensive Liquid Net Worth (exclusive of family residence): Less than $25,000 $25,001 - $50,000 $50,001 - $100,000 $100,001 - $250,000 Over $250,000 Specify: Net Worth: Less than $25,000 $25,001 - $50,000 $50,001 - $100,000 $100,001 - $250,000 Over $250,000 Annual Income Less than $25,000 $25,001 - $50,000 $50,001 - $100,000 $100,001 - $250,000 Over $250,000 Tax Bracket 0% - 15% 15% - 30% 30% - 45% Over 45% 1. Are you being compensated for providing investment advice on this account or any other account? Yes No If Yes, List all optionsxpress Account Numbers in which you are being compensated for providing investment advice below: 2. Are you, or are you employed by, a federal or state registered Investment Adviser? Yes No If Yes, please provide the following information: Firm Name or DBA: Investment Advisor Registration Depository (IARD) or State Registration Number: Firm Tax Identification Number:
If you answered Yes to Question 1 and No to Question 2 above, you are required to answer the following additional questions: 3. Are you a family office as defined in Investment Advisers Act Rule 202(a)(11)(G)-1, because you provide advice about securities only to family clients of a single family as defined in the rule, the family clients wholly own the family office, the family members and/or family entities control the family office, and the family office itself does not hold itself out to the public as an investment adviser? Yes No 4. Are you a lawyer, accountant, engineer or teacher, and your investment advisery activities are solely incidental to your activities as a lawyer, accountant, engineer or teacher (e.g., your compensation is solely related to your activities as a lawyer, accountant, engineer or teacher)? Yes No 5. Are you exempt from registration as an investment adviser on some other legal basis? Yes No Basis for Exemption: If your answer to Question 5 is Yes, please provide optionsxpress with a letter from your attorney and/or supporting documentation for your claim of exemption from registration under the Investment Advisers Act. 4. Account Holder Signature(s) and Notarization (All account holders must sign) By signing this Trading Authorization form, I certify that I have read carefully the provisions of this document, including the optionsxpress Trading Authorization and Agreement to which I agreed to on the previous page, and I understand that it authorizes my Agent, herein names, to exercise all rights and powers set forth above with respect to my Brokerage Account, and I understand that anything my Agent may do in the exercise of such rights and powers is fully binding upon me. I authorize optionsxpress and other persons to whom optionsxpress has given instructions in order to implement my Agent s instructions, to rely on my Agent's instructions without obtaining my approval, countersignature or co-signature and to take other actions necessary or incidental to the execution of such instructions. If I have named more than one Agent, I agree that each Agent may act independently and without the consent of any other Agent. I understand that this is not a Durable Power of Attorney and that all authority granted to my Agent shall cease automatically upon optionsxpress receiving written notification from a licensed physician of my mental disability, incompetence, incapacity or death (or, in the case of death, a valid death certificate). If this Trading Authorization relates to a Trust Account, each Trustee certifies that the Trust instrument authorizes the delegation of authorities as indicated within this Trading Authorization form and such delegation is not prohibited by the laws that govern the Trust. FURTHERMORE, BY SIGNING THIS FORM, I ACKNOWLEDGE THAT THE OPTIONSXPRESS TRADING AUTHORIZATION AND AGREEMENT RELATES TO MY ACCOUNTS AND IS PART OF THE ACCOUNT AGREEMENT AND RELATED AGREEMENTS BETWEEN OPTIONSXPRESS AND I FOR MY BROKERAGE ACCOUNT. I ACKNOWLEDGE THAT I HAVE RECEIVED AND READ THE OPTIONSXPRESS TRADING AUTHORIZATION AND AGREEMENT AND RETAINED A COPY FOR MY RECORDS AND THAT IT IS MY RESPONSIBILITY TO PROVIDE A COPY TO MY AGENT(S). The optionsxpress Trading Authorization and Agreement includes a predispute arbitration clause. I acknowledge receipt of the predispute arbitration clause contained in Section 4 of the optionsxpress Trading Authorization and Agreement. Signature(s) and Date(s) Required Account Holder Signature: Print Name Date Additional Account Holder Signature: Print Name Date
State of, County of (NOTARY SEAL) On (mm/dd/yyyy) before me, (Name and Title of the Notarizing Officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.* I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public: Expiration Date: (Signature of Notarizing Officer) (mm/dd/yyyy) *Notaries outside of California may attach the appropriate notarizing declaration in lieu of the above. State of, County of (NOTARY SEAL) On (mm/dd/yyyy) before me, (Name and Title of the Notarizing Officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.* I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public: Expiration Date: (Signature of Notarizing Officer) (mm/dd/yyyy) *Notaries outside of California may attach the appropriate notarizing declaration in lieu of the above. 5. Agent Signature(s) (Required) By signing this Trading Authorization form, I acknowledge that I have received and read the optionsxpress Trading Authorization and Agreement to which you agreed on the previous page and retained a copy for my records. I acknowledge that my signature signifies and constitutes my agreement to the terms and conditions set forth in the optionsxpress Trading Authorization and Agreement, including the Agent's Terms and Conditions in Section 3 thereof and the optionsxpress User Agreement and related Account Agreements. The optionsxpress Trading Authorization and Agreement includes a predispute arbitration clause. I acknowledge receipt of the predispute arbitration clause contained in Section 4, of the optionsxpress Trading Authorization and Agreement. Agent Signature and Date Required Agent's Signature Print Name Date
SECURITIES ACCOUNT CERTIFICATION (To be completed by Agent) I am exempt from registering as an Investment Adviser pursuant to state law and I am exempt from registering as an Investment Adviser under Section 203(b) because I: (check all that apply) 1) have had fewer than 15 clients during the previous 12 months, do not hold myself out generally to the public as an investment adviser, and do not act as an investment adviser to any registered investment company or business development company; or 2) Only have clients who are residents of the state within which I maintain my principal place of business; or 3) Only have clients who are insurance companies; or 4) Am a charitable organization (or a person employed by a such an organization) who provides advice to a charitable organization or trust; or OR 5) Am a church plan (a plan described in section 414(e) of the Internal Revenue Code) or an employee or volunteer of such a plan, who provides advice to such a plan. I am currently registered as an Investment Advisor: I am currently registered with the SEC as an Investment Adviser; and/or I am currently registered in any and all applicable states pursuant to state law. Agent Signature and Date Required Agent's Signature: Print Name Date
FUTURES OR FOREX ACCOUNT CONTROLLER "AGENT" ATTESTATION FORM (To be completed by Agent) The Undersigned is being granted trading authority over optionsxpress Account Number (Account Holder Name) I am currently registered with the Commodity Futures Trading Commission ("CFTC") as a Commodity Trading Adviser ("CTA") and I have furnished the above-referenced Account Holder with a copy of my disclosure document. OR My NFA ID number is: I am not required to register with the CFTC and have filed my exempt status as a CTA with the NFA, ID # on (date) based on the following: (check all that apply) A) I Have provided advice to 15 or fewer persons over the past 12 months and do not hold myself out to the public as a CTA. B) I am a dealer, processor, solicitor broker or seller in cash market transactions of any commodity (or product thereof) or of over-the-counter foreign currency and my commodity trading or over-the-counter foreign currency advice is solely incidental to the conduct of my cash market business. C) I am a non-profit, voluntary membership, trade association or farm organization and my commodity trading or over-the-counter foreign currency advice is solely incidental to the conduct of my business as such D) I am a relative of the account holder. My relationship to the customer is (circle the applicable relationship: spouse, parent, child, grandparent, brother, sister, aunt, uncle, nephew, niece or in-law) and I receive no compensation whatsoever (whether directly or indirectly) for acting as an Account Controller for the Account Holder. E) I am a foreign-based individual/entity, located outside the U.S., only soliciting non-u.s. citizens. F) I am registered with the CFTC as an FCM, IB or AP, and my commodity trading or over-the-counter foreign currency advice is solely in connection with my business or employment as such. If registered as an AP, I have been registered as such for more than two (2) years. Agent Signature and Date Required Agent's Signature Print Name Date
optionsxpress Trading Authorization and Agreement This authorization entitles all persons, without further review, inquiry or investigation, and regardless of the date of the authorization, to rely on the assumption that the assets included in Customer s account were duly and properly transferred, endorsed, sold, assigned, set over and delivered, and that this authorization remains in full force and effect. 1. Account Holder s Authorization of Agent s Powers The undersigned ("Account Holder" or "Customer") hereby authorizes the person that Customer, in his/her/its sole discretion has designated above ("Agent") as Customer s agent and attorney-in-fact with respect to securities, options, futures and/or forex trading in Customer s account at optionsxpress Australia Pty Limited. ("optionsxpress") on margin or otherwise. Customer acknowledges that notwithstanding the appointment of such Agent, Customer s Account is governed by and is incorporated into the following agreements, as applicable, by reference: Brokerage Account Agreement, IRA/ESA Account Agreement or SEP/SIMPLE IRA Account Agreement and any other agreements associated with Customer s Account, including the Futures Account Agreement and Forex Account Agreement (together, the Account Agreements ). Trading Authorizations. For both FTA and LTA, this authorization includes, but is not limited to, the discretion, power and authority of the Agent for Cus- tomer s Account to: (1) give instructions for transactions to buy, sell (including short sales), exchange, convert, tender, trade or otherwise acquire or dispose of stocks, bonds, debentures, notes, mutual fund shares and any other securi- ties, instruments or contracts related to securities in which the Account is authorized to transact; (2) exchange, convert, tender, trade, buy and/or sell, or otherwise acquire or dispose of, offset, deliver or receive the underlying commodity futures contracts (including, but not limited to security futures, financial futures, interest rate futures, metal futures, currency futures, energy futures and housing futures), options on futures, and single stock futures (for Futures Account Customers); (3) purchase and/or sell options contracts (exchange traded or over-the-counter), open new option positions or close existing positions, exercise options con- tracts, sell options contracts (covered or uncovered), and make agreements relating to the same (for options Accounts); (4) order, execute, facilitate, manage, and control, and authorize optionsx- press to carry, settle or clear customer s cash or spot foreign currency transac- tions including on margin and through the over the counter foreign exchange markets (for forex Accounts), (5) where necessary to complete any transaction, transfer, convert, endorse, sell, assign, set over and deliver any assets held in the Account (the Account Assets ) and to make, execute and deliver any and all written instruments of assignment and transfer and (6 ) to update certain account information, but not to change the account mailing address. At its discretion, optionsxpress may, but is not obligated to, decline to accept certain updated account information from the Agent. The Agent acting pursuant to an LTA is not authorized to withdraw or direct the disbursement of Account Assets from the Account. FTA Specific Authorizations. FTAs only are authorized to act on behalf of the Account in the same manner and to the same extent as any Account Holder to (1) withdraw or direct the disbursement of money or securities held in the Account or into the name of any person or entity, including the Account Holder, the Agent or upon the Agent s instructions (but not to change or create joint or multiple- party accounts), (2) on the Account Holder's behalf, to enter into further agreements with optionsxpress regard- ing the Account, and generally take all actions necessary in connection with the Account, or which are considered desir- able by the Agent and (3) enter into all agreements for Customer s Account in- cluding, but not limited to the Brokerage Account Agreement, IRA/ESA Account Agreement, SEP/SIMPLE IRA Account Agreement, User/Customer Terms & Conditions, Forex Account Agreement and Futures Account Agreement, or any other agreements relating to the same. AUTHORIZATIONS RELATED TO RETIREMENT ACCOUNTS. LTA Notwithstanding the aforementioned, if this Trading Authorization is in the capacity of an LTA and applies to an IRA, QRP, 403(b)(7) or Keogh account ( Retirement Account ) this authorization shall allow the Agent to provide trading instructions to optionsxpress. However, such instructions shall be limited to purchase, exchange and sell orders in any investment permitted by the terms of the Retirement Account and pursuant to optionsxpress policy, and other incidental transactions subject to the limitations described herein. Client Copy Power of Attorney Currently, FTAs are not permitted for Retirement Accounts. Instead, the Account Holder may grant an Agent power of attorney ( POA ) over the Account. In order to grant POA to an Agent on a Retirement Account, PAGE 1
optionsxpress requires (i) a signed and notarized power of attorney designating an Agent(s) with POA over the Account and (ii) a signed letter from a physician indicating that the Account Holder lacks the capacity to manage his or her financial affairs. The POA will have authority in the same manner and to the same extent as any Account Holder (i) to direct distributions from the Retirement Account (other than to the Agent) and to make any elections in connection 2. Account Holder s Terms and Conditions All orders and transactions will be governed by the terms and conditions of all Account Agreements as applicable to my Account. ROLE OF OPTIONSXPRESS: I acknowledge and agree that: (i) optionsxpress will merely effect trades as directed by Agent (LTA and FTA only), (ii) optionsxpress will not give legal or tax advice, (iii) Agent and I are responsible for determining the nature, potential value and suitability for me of any particular investment strategy, transaction (including futures transactions) or security (including equities and options); I will not rely on optionsxpress for this purpose and, unless (a) required by applicable law, or (b) an optionsxpress representative gives advice directly to me or Agent that is clearly identified as an optionsxpress recommendation for me to enter into a particular transaction or to buy or sell a particular security, optionsxpress has no responsibility for any such determination, (iv) optionsxpress is not acting as a fiduciary, (v) I (and not optionsxpress) am responsible for investigating and selecting Agent, (vi) Agent is not affiliated with or controlled or employed by optionsxpress, and optionsxpress has not approved, recommended or endorsed Agent, (vii) Agent, and not optionsxpress, is solely responsible for determining if Agent is required to be registered as an investment advisor with a state agency or the Securities and Exchange Commission (SEC). Registration rules vary by state. I agree that it is Agent s responsibility, and not optionsxpress s, to check his/ her state s applicable rules, (viii) unless therewith (including, without limitation, elections relating to tax withholding) and (ii) (if authorized) to execute any beneficiary designation for any Retirement Account held for the Account Holder's benefit at optionsxpress in favor of any party other than the Agent himself or herself. Authorized Check User For Agents given checkwriting authority by the Account Holder on the Account required by applicable law, optionsxpress has no duty to review, supervise or monitor any investment decision, trading activity or transaction by Agent in the Account; and (ix) optionsxpress reserves the right, in its sole discretion, to no longer honor instructions for Agent and will notify me if it chooses to do so. In addition, I have investigated the business experience, qualifications and reputation of the Agent and am satisfied with the experience, qualifications and reputation of the Agent. I understand that optionsxpress has not provided any advice to me regarding regarding this Trading Authorization and if there is anything about this Trading Authorization that I do not understand, I should consult with my attorney for an explanation. only, the Agent s authority will include, without limitation, the authority in the same manner and to the same extent as any Account Holder to write checks to any person or entity. I agree that until this Trading Authorization or POA, as applicable, is revoked by written notice to optionsxpress and all checks delivered to the Agent are returned, optionsxpress may continue to honor all checks written against the Account by the Agent. Acknowledgements for Options, Futures and Forex Trading. In connection with this Trading Authorization, Customer acknowledges, represents and warrants that Customer is prepared to take short-term profits or losses, with respect to securities, options, foreign currency, and futures transactions. Customer understands that, due to the short-term nature of options, Agent may trade options to a greater degree than stocks and/or bonds and that Customer will be charged a commission each time a trade is effected. Customer further understands that options trading involves a number of inherent risks and Customer confirms that they are fully prepared financially to undertake such risks. Customer understands that futures trading via the Internet entails substantial risk, that the leveraged nature of futures trading means that any market movement may have a disproportional effect on deposited funds and magnify gains or losses, and Customer is fully prepared financially to undertake such risks. In addition to standard industry disclosures contained in the Customer Forex Account Agreement, Customer is aware that margined trading is one of the riskiest forms of investment available in the financial markets and may not be suitable for all investors. Customer specifically and intentionally directs optionsxpress to follow the instructions of Agent, who shall be solely responsible for suitability of investments, timing of purchases and sales and all other matters arising out of or relating to Customer s Account and optionsxpress shall have no responsibility or obligation therefore. Client Copy Indemnification. I hereby ratify and confirm any and all transactions, trades or dealings effected in and for my optionsxpress Account by my Agent, and I agree to indemnify and hold harmless optionsxpress, its affiliates, and their directors, officers, employees and agents from and against all claims, actions, judgments, settlement amounts, costs and liabilities, including attorneys fees, arising out of or relating to (i) their reliance on this Trading Authorization, (ii) optionsxpress execution of Agent s instructions and (iii) optionsxpress execution of disbursement instructions received from Agent (FTA and an authorized check user only). Furthermore, I agree to indemnify and hold optionsxpress harmless from, PAGE 2
and to pay optionsxpress promptly upon demand for, any and all losses or financial obligations which may arise from the acts or omissions of the Agent with respect to my Account. I also agree that since optionsxpress will not review, supervise or monitor trading by the Agent in my Account, optionsxpress will not be liable and I will not attempt to hold optionsxpress liable for any trade or decision made by the Agent whom I have selected, regardless of whether or not any such trade or decision was specifically authorized by me. Customer further agrees that this Trading Authorization and the indemnity contained herein are in addition to (and in no way limit or restrict) any rights that optionsxpress may have at law or in equity or under any other agreements between optionsxpress and Customer, including the Account Agreement or other agreements which may be available on optionsxpress website, and as updated. 3. Agent s Terms and Conditions The undersigned Agent and optionsxpress, Inc. ( optionsxpress ) agree that (i) the authority conferred on the Agent by the Trading Authorization executed by the account holder ("Account Holder" or "Customer") shall be exercised in accordance with the following terms and conditions ( Agreement ) and (ii) Agent will be bound by the terms and conditions of the Account Agreements entered into by Customer with optionsxpress: Termination of Authority. This Trading Authorization and indemnification will remain in effect until optionsxpress is notified in writing of my mental disability, incompetence, incapacity (except for FTA or LTA given for Retirement Accounts) or death, or until I have revoked it by terminating it on the profile page on the optionsxpress website. Such revocation will not affect my obligations resulting from transactions initiated prior to optionsxpress s receipt of notice of revocation. Transfer Agent. (LTA and FTA only). To induce any transfer agent or other third party to act hereunder, I hereby agree that any transfer agent or other third party receiving a duly executed copy or facsimile of this Trading Authorization may act upon it, and that revocation or termination hereof shall be ineffective as to such transfer agent or other third party unless and until actual notice or knowledge of such revocation or termination shall have been received by such transfer agent or other third party, and I for myself and for my heirs, executors, legal representatives and assigns, hereby agree to indemnify and hold harmless any such transfer agent or third party from and against any and all claims that may arise against such transfer agent or other third party by reason of such transfer agent or third party having relied on this instrument. Assignment. This Trading Authorization supplements and in no way limits or restricts rights which optionsxpress may have under existing law or any other agreement with me. This Trading Authorization will bind my heirs, executors, administrators, successors and assigns, and will benefit optionsxpress s successors, affiliates and assigns. Governing Law. The laws of the state of Illinois (but not the choice of law doctrines), as applied to agreements signed and performed in Illinois, shall apply and bind the parties in any and all questions arising under this Trading Authorization, including questions of validity, interpretation and performance, except that the arbitration agreement in Section 4 shall be governed by the Federal Arbitration Act. Arbitration. I agree to the arbitration provisions in Section 4, which also includes required arbitration disclosures. Client Copy Authorization to Make Transactions in the Customer s Account. Agent may give instructions and take actions with respect to the Account pursuant to the Trading Authorization. Customer may revoke the Trading Authorization at any time by terminating it on the profile page on the optionsxpress website. Customer will have concurrent full authority at all times to take actions and place orders for the Account. Agent agrees not to take any actions that exceed the authority under the Trading Authorization or any other agreement between the Agent and the Customer. ROLE OF OPTIONSXPRESS: Unless required by applicable law, optionsxpress will not make or review trading or investment decisions or offer legal or tax advice and is not in any way responsible for reviewing, supervising or monitoring any investment decision or trading activity in a Customer s account. Customer and Agent are responsible for determining the nature, potential value and suitability for Customer of any particular investment strategy, transaction (including futures transactions) or security (including equities and options); Agent will not rely on optionsxpress for this purpose and, unless (1) required by applicable law, or (2) an optionsxpress representative gives advice directly to Agent that is clearly identified as an optionsxpress recommendation for Agent to enter into a particular transaction or to buy or sell a particular security, optionsxpress has no responsibility for any such determination. Trade Confirmations and Account Statements. Unless the Customer directs otherwise, optionsxpress will not automatically send duplicate trade confirmations and account statements to the Agent. Agent s Relationship to optionsxpress. If appointed LTA or FTA, Agent hereby represents that he/she is familiar with and has reviewed the investment goals, guidelines and objectives of the Customer and will invest in a way that is consistent with the Customer s stated goals and objectives. Such Agent will not represent to Customer that optionsxpress and Agent are affiliated or have any relationship other than that described in this Agreement; that optionsxpress endorses or recommends the Agent; that optionsxpress provides any advice other than that described in this Agreement; that optionsxpress participates in or reviews Agent s trading decisions; or that optionsxpress manages, supervises or monitors trading in the Account. PAGE 3
Any Agent agrees to immediately notify optionsxpress of the Customer s death or any termination or revocation of the Trading Authorization and/or modification of the Trading Authorization; Agent also agrees to notify optionsxpress of any incapacity, incompetence or mental disability of the Customer that would render the Trading Authorization void. Compliance with Applicable Law. Agent will comply with all applicable state and federal laws (including the Investment Advisers Act of 1940 and comparable state laws), rules and regulations as they may be amended from time to time, including, without limitation, making such disclosure as may be required by applicable law, rule or regulation. Agent further agrees that Agent, and not optionsxpress, is solely responsible for determining if Agent is required to be registered as an investment advisor with a state agency or the Securities and Exchange Commission (SEC). Registration rules vary by state. Agent agrees to check his/her state s applicable rules. Compliance with FINRA Rules of Fair Practice. Agent represents and warrants that, unless the Agent has given optionsxpress written notice to the contrary, Agent is not associated with a member of the Financial Industry Regulatory Authority ("FINRA"), within the meaning of Article I(Q) of the FINRA bylaws. Agent agrees to give optionsxpress prompt and written notice if Agent later becomes so associated in accordance with FINRA s Conduct Rule 3050 (formerly Section 28 of the Rules of Fair Practice). Client Copy Information. Agent will provide promptly any information reasonably requested by optionsxpress concerning the management of the Account or compliance with this Agreement. If questions arise concerning compliance with any law, whether federal or state, Agent will take any action believed by optionsxpress to be necessary to ensure compliance with applicable law. This provision shall not be read to imply that optionsxpress has any duty to supervise or monitor Agent s management of Customer s accounts or compliance with applicable law. Agent represents and warrants that all information Agent provides to optionsxpress in this Agreement, or otherwise at any time, is true, accurate and complete. If any information Agent furnishes to optionsxpress becomes materially inaccurate, false, or otherwise misleading, Agent agrees to notify optionsxpress promptly and take such action as is necessary to revise such information. Verification. Agent authorizes optionsxpress to inquire from any source, including a consumer reporting agency, as to Customer s identity (as required by federal law), creditworthiness and ongoing eligibility for the Account (and that of Customer s spouse, if Customer lives in a community property state) at account opening, at any time throughout the life of the Account, and thereafter for debt collection or investigative purposes. Monitoring of Conversations. Agent agrees that optionsxpress may, but is not obligated to, record telephone calls to monitor the quality of service Agent or Customer receives, to verify securities, options, futures, forex or other transaction information or for any other valid purpose. Agent acknowledges that optionsxpress may not be able to locate a tape recording unless optionsxpress is provided the date and time of the conversation and the full name of the optionsxpress representative involved in the conversation. Agent agrees that optionsxpress has the sole right to determine how long tape recordings will be retained. Sale and Control of Restricted Securities (LTA and FTA only). Before instructing optionsxpress to sell securities that are (i) restricted securities or securities of an issuer of which Agent or the Customer is an affiliate (as those terms are defined in Rule 144 under the Securities Act of 1933), (ii) securities that are being sold in reliance on Rule 701 or Rule 145 under such Act, or (iii) securities of which the Customer or the Agent and the issuer or its underwriter have entered into an agreement restricting the transferability of such securities, Agent agrees to tell optionsxpress the status of such securities and promptly furnish whatever information and documents (including opinions of legal counsel, if requested) that optionsxpress requests in order to comply with its regulatory duties. Agent agrees not to hold optionsxpress liable for delays in the sale or settlement of such securities, or the release of proceeds from such sale resulting from the failure of the issuer s counsel to issue in a timely manner or to approve any necessary legal opinion, or any other action or failure to act of any person or entity other than optionsxpress. Agent agrees not to tender any such securities as collateral for an obligation the Customer owes to optionsxpress, unless Agent first obtains optionsxpress s prior written consent. Indemnification. Agent agrees to indemnify and hold harmless optionsxpress, its affiliates and their directors, officers, employees and Agents from and against all claims, actions, judgments, settlement amounts, cost and liabilities, including attorneys fees, arising out of or relating to (i) any breach by Agent of any provision of this Agreement, (ii) the performance or nonperformance of the Agent s services and (iii) any dispute involving Agent and Customer. Entire Agreement. This Agreement incorporates by reference all agreements applicable to the Account(s) and contains all of the agreements, representations and understandings made between Agent and optionsxpress. All modifications and amendments requested by Agent must be in writing and signed by optionsxpress. optionsxpress may amend the Agreement with advance notice to Agent. Assignment. optionsxpress may assign its rights and obligations under this Agreement to any subsidiary, affiliate or successor by merger or consolidation without notice to the Agent, or to any other entity after 30 days written notice to Agent. Agent may not assign this Agreement without optionsxpress s prior written consent. This Agreement is binding upon and will inure to the benefit of each party s successors, heirs, legal representative and permitted assigns. Waivers. The failure of either party at any time to require performance by the other party of any provision of this PAGE 4
Agreement will not affect in any way the right to require such performance at any time thereafter. The waiver by either party of a breach of any provision hereof will not be taken or held to be a waiver of the provision itself. Governing Law. The laws of the state of Illinois (but not the choice of law doctrines), as applied to agreements signed and performed in Illinois, shall apply and bind the parties in any and all questions arising under this Trading Authorization, including questions of validity, interpretation and performance, except that the arbitration agreement in Section 4 below shall be governed by the Federal Arbitration Act. Arbitration. Agent agrees to the arbitration provisions in Section 4, which also includes required arbitration disclosures. 4. Account Holder and Agent Agree to Arbitration Required Arbitration Disclosures. Regulatory authorities require that any brokerage agreement containing a predispute arbitration agreement must disclose that this agreement contains a predispute arbitration clause. This Agreement contains a predispute arbitration clause. By signing an arbitration agreement, the parties agree as follows: 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 binding; a party s ability to have a court reverse or modify an arbitration award is very limited. documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. 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 20 days prior to the first scheduled hearing date. include a minority of arbitrators who were or are affiliated with the securities industry. may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. Client Copy which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: 1. the class certification is denied; 2. the class is decertified; or 3. the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. Arbitration Agreement. Any controversy or claim arising out of or relating to (i) this Agreement, any other agreement with optionsxpress, an instruction or authorization provided to optionsxpress or the breach of any such agreements, instructions, or authorizations, (ii) the Account, any other optionsxpress account or Services, (iii) transactions in the Account or any other optionsxpress account, (iv) or in any way arising from the relationship with optionsxpress, its parent, subsidiaries, affiliates, officers, directors, employees, agents or service providers ( Related Third Parties ), including any controversy over the arbitrability of a dispute, will be settled by arbitration. This arbitration agreement will be binding upon and inure to the benefit of the parties hereto and their respective representatives, attorneys-in-fact, heirs, successors, assigns and any other persons having or claiming to have a legal or beneficial interest in the Account, including court-appointed trustees and receivers. This arbitration agreement will also inure to the benefit of third-party service providers that assist optionsxpress in providing Services ( Third-Party Service Providers ) and such Third-Party Service Providers are deemed to be third-party beneficiaries of this arbitration agreement. The parties agree that this arbitration agreement will apply even if the application to open the Account is denied and will survive the closure of your Account and/or the termination of services rendered under this Agreement. Such arbitration will be conducted by, and according to the securities arbitration rules and regulations then in effect of, the Financial Industry Regulatory Authority ("FINRA") or the National Futures Association ("NFA"). Any party may initiate arbitration by filing a written claim with FINRA or the NFA. If arbitration before FINRA or the NFA is unavailable or impossible for any reason, then such arbitration will be conducted by, and according to the rules and regulations then in effect of, the American Arbitration Association ("AAA"). If arbitration before the AAA is unavailable or impossible for any reason, the parties agree to have a court of competent jurisdiction appoint three (3) arbitrators to resolve any and all disputes or controversies between or among the parties. Each party shall bear its own initial arbitration costs, which are determined by the rules and regulations of the arbitration forum. In the event of financial hardship, the arbitration forum may waive certain costs in accordance with such rules. At the conclusion of the hearing, the arbitrators will decide how to assess the costs of the arbitration among the parties. Any award the arbitrator makes shall be final and binding, and judgment on it may be entered in any court having PAGE 5
jurisdiction. This arbitration agreement shall be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, fees or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. For FINRA arbitrations, FINRA will appoint a single public arbitrator in customer cases decided by one arbitrator. In customer cases decided by three arbitrators, investors have the option of choosing an arbitration panel with two public arbitrators and one non-public arbitrator (Majority-Public Panel Rule) or a panel of all public arbitrators (Optional All-Public Panel Rule). If the customer declines to elect a panel selection method in writing by the applicable deadline, the Majority-Public Panel Rule for selecting arbitrators will apply. All notices from one party to the other involving arbitration shall be considered to have been fully given when so served, mailed by first-class, certified or registered mail, or otherwise given by other commercially accepted medium of written notification. In addition to the above provisions, if a party to this Agreement is or becomes a non-u.s. resident at the time of any controversy subject to this arbitration agreement, such party acknowledges and agrees to the following additional provisions: (1) The rules of the organization administering the arbitration specifically provide for the formal designation of the place at which the arbitration is to be held. (2) Entering into this Agreement constitutes consent to submit to the personal jurisdiction of the courts of the state of Illinois, U.S.A., to interpret or enforce any or all of these arbitration provisions. Judgment on any arbitration award may be entered in any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and an order of enforcement, as the case may be. (3) The exclusive language to be used by the parties and the arbitrators in the arbitration proceedings shall be English. Any party wishing an interpreter shall make all arrangements directly with the interpreter and shall assume all costs of the service. (4) If a party is a foreign government or state, state-owned or state-operated enterprise or other instrumentality of a foreign government or state, such party waives all rights of sovereign immunity and neither the Federal Act of State doctrine nor the doctrine of sovereign immunity shall apply insofar as any enforcement in courts located in the U.S.A. is concerned. Waiver of Class Action or Representative Action. Neither you nor optionsxpress shall be entitled to arbitrate any claims as a class action or representative action, and the arbitrator(s) shall have no authority to consolidate more than one parties claims or to proceed on a representative or class action basis. You and optionsxpress agree that any actions between us and/or Related Third Parties shall be brought solely in our individual capacities. You and optionsxpress hereby waive any right to bring a class action, or any type of representative action against each other or any Related Third Parties in court. You and optionsxpress waive any right to participate as a class member, or in any other capacity, in any class action or representative action brought by any other person, entity or agency against optionsxpress or you. Client Copy PAGE 6