Common use of Non-Publicly Traded, Worthless and Non- Transferrable Securities Clause in Contracts

Non-Publicly Traded, Worthless and Non- Transferrable Securities. We may, at our discretion, agree to accommodate requests from you to hold in your account(s) certain securities, such as hedge funds, private placements, and other securities that do not trade on securities exchanges or over-the-counter markets ("Non-Publicly Traded Securities"). In consideration for our accepting Non-Publicly Traded Securities into your account(s) from time to time, and subject to such additional terms as may be presented to you at the time of the request, you agree that our sole obligation with respect to such Non-Publicly Traded Securities will be to (1) obtain and maintain possession or control of such securities in a manner as required by the Securities and Exchange Commission and (2) file and provide reports and information as may be required under the Internal Revenue Code, and regulations thereunder of the Internal Revenue Service. You acknowledge that our obligations are limited to maintaining possession or control and may not include providing pricing of such securities or facilitation of transfers, sales, withdrawals, or any other activity related to the Non-Publicly Traded Securities. You further acknowledge that, unless notified in writing by confirmation or another document, we have not acted and will not act as broker or dealer in any purchase or sale of Non-Publicly Traded Securities held in your account(s). Before requesting that we hold a Non-Publicly Traded Security in your account(s), you agree that you have determined that the investment is appropriate for you. You agree that such determination will involve your review of offering memoranda, organizational documents, valuation and financial statements, and an investigation into the background and qualifications of the issuers and selling agents of each Non-Publicly Traded Security. By requesting us to hold a Non-Publicly Traded Security, you represent that you have determined that such Non-Publicly Traded Security has been properly registered under federal and state law as a security or is exempt from such registration. You acknowledge that we are relying on your determination of these matters in considering your request to hold a Non-Publicly Traded Security in your account. You acknowledge that any documentation regarding a Non-Publicly Traded Security submitted to us will be used solely for our internal purposes. We will not review or assume responsibility for the terms and conditions or contents set forth in such documentation, including, but not limited to, appropriateness or suitability, restrictions of ownership, rights of transfer, financial statements, or the adequacy of disclosure or compliance with applicable laws, rules, and regulations. Any review performed by us is solely for our benefit in determining our ability to hold and service the Non-Publicly Traded Security. You acknowledge that we have no responsibility for monitoring the Non- Publicly Traded Security to assure compliance with its terms or disclosures, for taking any actions to collect on any amount owed to you, or for otherwise enforcing your rights with respect to the Non-Publicly Traded Security held in your account(s). We are under no obligation to take any action should there be a default, bankruptcy, or other impairment associated with a Non- Publicly Traded Security. You agree to notify us immediately if you identify any problem with any Non-Publicly Traded Security that would interfere with our ability to hold the Non- Publicly Traded Security or obtain and report values. You agree that we have no responsibility or duty to investigate, evaluate, or report to you any information that we may possess or may become aware of regarding any Non-Publicly Traded Security. You also acknowledge that when you direct us to wire or transfer funds to an issuer or sponsor of a Non-Publicly Traded Security, we will not have any responsibility or liability if the issuer or sponsor involved does not provide the required receipt or confirmation of the investment in a manner that would allow us to hold the security in your account(s). You understand that because there is generally no public or secondary market for Non-Publicly Traded Securities, the values reported on your statement may not represent market values. You may not be able to sell your interests in the Non- Publicly Traded Securities held in your account(s) or realize amounts shown on your statement upon a sale of the Non-Publicly Traded Securities held in your account(s). You acknowledge that it is very likely that the "resale" value of the Non-Publicly Traded Securities may be substantially lower than what is on your statement. You understand that any values displayed on your statement are not established by us and are provided for your convenience only and should not be relied upon as any indication of market value. If you have instructed the issuers or sponsors of your Non- Publicly Traded Securities to report values to us, you agree that we may, in our discretion, display on your statement the most recent values provided to us. You agree that we may rely, without question or verification, on the values provided to us by the issuers or sponsors of Non- Publicly Traded Securities. You represent that during the course of your evaluation of the Non- Publicly Traded Securities, you have determined such valuations to be accurate and reliable. You understand that we do not verify or confirm such valuations and make no representations that the values are reasonable, are accurate, or reflect your actual holdings. In the event third-party data sources provide valuation of your Non- Publicly Traded Security to us, we may display the value provided by a third party or a value derived from the third-party data on your statement. If we become aware of a discrepancy between an issuer-provided value and a third- party value, we may report the value of your Non- Publicly Traded Security as "N/A" or "Not Available" or “Zero”. If valuations are not received or made available to us during a reasonable period that we determine, we reserve the right to require you to remove the Non- Publicly Traded Security from your account. If we report a value received from an issuer on your statement, the value may not match what is provided to you by the issuers of the Non- Publicly Traded Security due to the timing of issuer statements and our statement production schedule. In these situations, the then current valuation will be displayed on your next statement from us. If you notice any other discrepancy in valuations between your statement from us and any statement provided by the issuer of your investment, please contact us immediately. We may at any time, in our discretion, remove a value for a Non-Publicly Traded Security from your statement and report a value of "N/A" or "Not Available." We may ask you to remove any Non-Publicly Traded Security from your account(s) at any time and for any reason. In the event we ask you to remove a Non-Publicly Traded Security from your account(s), and you do not request a distribution of the Non-Publicly Traded Security from your account(s), remove it from your account(s), or transfer it to another custodian within whatever timeframe we reasonably require but no later than 60 days after we provide you notice that we will no longer hold the Non-Publicly Traded Security, you authorize and direct us to distribute or transfer the Non-Publicly Traded Security directly to you. If the relevant account is a retirement plan brokerage custodial account, the Non-Publicly Traded Security may be distributed upon direction of the trustee or other applicable fiduciary or agent of the plan to the participant in whose account the Non-Publicly Traded Security is invested, or to the extent not practicable, transferred to the trustee or other applicable fiduciary or agent to hold the Non- Publicly Traded Security on behalf of the plan. If the Non-Publicly Traded Security is not certificated, you agree that we may remove the security from the account(s) by notifying the issuer to re-register the position in your name, or in the case of a retirement plan brokerage custodial account, in the name of the trustee or other applicable plan fiduciary for benefit of the plan and remove us as custodian. You agree to pay such charges as we may assess for continuing to custody and to indemnify and hold us harmless for your failure to remove or transfer a Non-Publicly Traded Security after we have notified you that we are no longer willing to hold the security in the account(s). You agree that you are also solely responsible for any costs and tax consequences associated with the removal of the Non-Publicly Traded Security from your account(s). We reserve the right to remove from your account(s) any security that is deemed to have been cancelled or otherwise invalidated or becomes worthless (worth less than such amount as we or our agents may determine from time to time). In determining that a security has been cancelled or invalidated, you agree that we may have derived information on such assets from you or from third parties and we are not responsible for the accuracy or reliability of any information regarding these assets. Cancelled or invalid securities may include, but are not limited to, bankruptcy or charter or registration revocation. We will notify you if we have removed a cancelled or otherwise invalid security from your account(s). Unless you provide us with evidence of the validity of the security within 60 days of the notice of removal, you agree to waive any claim to any future distribution from the security and agree to indemnify and hold us harmless from any claims, liability, or damages resulting from the removal of such security. We reserve the right to charge an additional servicing fee for securities for which we cannot identify a transfer agent or issuer (a "Non- Transferable Security"). The existence of a Non- Transferable Security in your account(s) may be noted with a notation of "N/A" for the value of that position on your account statements.

Appears in 2 contracts

Samples: Customer Agreement, Customer Agreement

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Non-Publicly Traded, Worthless and Non- Transferrable Securities. We may, at our discretion, agree to accommodate requests from you to hold in your account(s) certain securities, such as hedge funds, private placements, and other securities that do not trade on securities exchanges or over-the-counter markets ("Non-Non- Publicly Traded Securities"). In consideration for our accepting Non-Publicly Traded Securities into your account(s) from time to time, and subject to such additional terms as may be presented to you at the time of the request, you agree that our sole obligation with respect to such Non-Publicly Traded Securities will be to (1) obtain and maintain possession or control of such securities in a manner as required by the Securities and Exchange Commission and (2) file and provide reports and information as may be required under the Internal Revenue Code, and regulations thereunder of the Internal Revenue Service. You acknowledge that our obligations are limited to maintaining possession or control and may not include providing pricing of such securities or facilitation of transfers, sales, withdrawals, or any other activity related to the Non-Publicly Traded Securities. You further acknowledge that, unless notified in writing by confirmation or another document, we have not acted and will not act as broker or dealer in any purchase or sale of Non-Non- Publicly Traded Securities held in your account(s). Before requesting that we hold a Non-Publicly Traded Security in your account(s), you agree that you have determined that the investment is appropriate for you. You agree that such determination will involve your review of offering memoranda, organizational documents, valuation and financial statements, and an investigation into the background and qualifications of the issuers and selling agents of each Non-Publicly Traded Security. By requesting us to hold a Non-Publicly Traded Security, you represent that you have determined that such Non-Publicly Traded Security has been properly registered under federal and state law as a security or is exempt from such registration. You acknowledge that we are relying on your determination of these matters in considering your request to hold a Non-Publicly Traded Security in your account. You acknowledge that any documentation regarding a Non-Publicly Traded Security submitted to us will be used solely for our internal purposes. We will not review or assume responsibility for the terms and conditions or contents set forth in such documentation, including, but not limited to, appropriateness or suitability, restrictions of ownership, rights of transfer, financial statements, or the adequacy of disclosure or compliance with applicable laws, rules, and regulations. Any review performed by us is solely for our benefit in determining our ability to hold and service the Non-Publicly Traded Security. You acknowledge that we have no responsibility for monitoring the Non- Non-Publicly Traded Security to assure compliance with its terms or disclosures, for taking any actions to collect on any amount owed to you, or for otherwise enforcing your rights with respect to the Non-Publicly Traded Security held in your account(s). We are under no obligation to take any action should there be a default, bankruptcy, or other impairment associated with a Non- Non-Publicly Traded Security. You agree to notify us immediately if you identify any problem with any Non-Publicly Traded Security that would interfere with our ability to hold the Non- Non-Publicly Traded Security or obtain and report values. You agree that we have no responsibility or duty to investigate, evaluate, or report to you any information that we may possess or may become aware of regarding any Non-Publicly Traded Security. You also acknowledge that when you direct us to wire or transfer funds to an issuer or sponsor of a Non-Publicly Traded Security, we will not have any responsibility or liability if the issuer or sponsor involved does not provide the required receipt or confirmation of the investment in a manner that would allow us to hold the security in your account(s). You understand that because there is generally no public or secondary market for Non-Publicly Traded Securities, the values reported on your statement may not represent market values. You may not be able to sell your interests in the Non- Non-Publicly Traded Securities held in your account(s) or realize amounts shown on your statement upon a sale of the Non-Non- Publicly Traded Securities held in your account(s). You acknowledge that it is very likely that the 15 6/22/2022 "resale" value of the Non-Publicly Traded Securities may be substantially lower than what is on your statement. You understand that any values displayed on your statement are not established by us and are provided for your convenience only and should not be relied upon as any indication of market value. If you have instructed the issuers or sponsors of your Non- Publicly Traded Securities to report values to us, you agree that we may, in our discretion, display on your statement the most recent values provided to us. You agree that we may rely, without question or verification, on the values provided to us by the issuers or sponsors of Non- Non-Publicly Traded Securities. You represent that during the course of your evaluation of the Non- Non-Publicly Traded Securities, you have determined such valuations to be accurate and reliable. You understand that we do not verify or confirm such valuations and make no representations that the values are reasonable, are accurate, or reflect your actual holdings. In the event third-party data sources provide valuation of your Non- Non-Publicly Traded Security to us, we may display the value provided by a third party or a value derived from the third-party data on your statement. If we become aware of a discrepancy between an issuer-issuer- provided value and a third- third-party value, we may report the value of your Non- Non-Publicly Traded Security as "N/A" or "Not Available" or “Zero”. If valuations are not received or made available to us during a reasonable period that we determine, we reserve the right to require you to remove the Non- Non-Publicly Traded Security from your account. If we report a value received from an issuer on your statement, the value may not match what is provided to you by the issuers of the Non- Non-Publicly Traded Security due to the timing of issuer statements and our statement production schedule. In these situations, the then current valuation will be displayed on your next statement from us. If you notice any other discrepancy in valuations between your statement from us and any statement provided by the issuer of your investment, please contact us immediately. We may at any time, in our discretion, remove a value for a Non-Publicly Traded Security from your statement and report a value of "N/A" or "Not Available." We may ask you to remove any Non-Non- Publicly Traded Security from your account(s) at any time and for any reason. In the event we ask you to remove a Non-Publicly Traded Security from your account(s), and you do not request a distribution of the Non-Publicly Traded Security from your account(s), remove it from your account(s), or transfer it to another custodian within whatever timeframe we reasonably require but no later than 60 days after we provide you notice that we will no longer hold the Non-Publicly Traded Security, you authorize and direct us to distribute or transfer the Non-Publicly Traded Security directly to you. If the relevant account is a retirement plan brokerage custodial account, the Non-Publicly Traded Security may be distributed upon direction of the trustee or other applicable fiduciary or agent of the plan to the participant in whose account the Non-Publicly Traded Security is invested, or to the extent not practicable, transferred to the trustee or other applicable fiduciary or agent to hold the Non- Publicly Traded Security on behalf of the plan. If the Non-Publicly Traded Security is not certificated, you agree that we may remove the security from the account(s) by notifying the issuer to re-register the position in your name, or in the case of a retirement plan brokerage custodial account, in the name of the trustee or other applicable plan fiduciary for benefit of the plan and remove us as custodian. You agree to pay such charges as we may assess for continuing to custody and to indemnify and hold us harmless for your failure to remove or transfer a Non-Publicly Traded Security after we have notified you that we are no longer willing to hold the security in the account(s). You agree that you are also solely responsible for any costs and tax consequences associated with the removal of the Non-Publicly Traded Security from your account(s). We reserve the right to remove from your account(s) any security that is deemed to have been cancelled or otherwise invalidated or becomes worthless (worth less than such amount as we or our agents may determine from time to time). In determining that a security has been cancelled or invalidated, you agree that we may have derived information on such assets from you or from third parties and we are not responsible for the accuracy or reliability of any information regarding these assets. Cancelled or invalid securities may include, but are not limited to, bankruptcy or charter or registration revocation. We will notify you if we have removed a cancelled or otherwise invalid security from your account(s). Unless you provide us with evidence of the validity of the security within 60 days of the notice of removal, you agree to waive any claim to any future distribution from the security and agree to indemnify and hold us harmless from any claims, liability, or damages resulting from the removal of such security. We reserve the right to charge an additional servicing fee for securities for which we cannot identify a transfer agent or issuer (a "Non- Transferable Security"). The existence of a Non- Transferable Security in your account(s) may be noted with a notation of "N/A" for the value of that position on your account statements.

Appears in 1 contract

Samples: Customer Agreement

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Non-Publicly Traded, Worthless and Non- Transferrable Securities. We may, at our discretion, agree to accommodate requests from you to hold in your account(s) certain securities, such as hedge funds, private placements, and other securities that do not trade on securities exchanges or over-the-counter markets ("Non-Non- Publicly Traded Securities"). In consideration for our accepting Non-Publicly Traded Securities into your account(s) from time to time, and subject to such additional terms as may be presented to you at the time of the request, you agree that our sole obligation with respect to such Non-Publicly Traded Securities will be to (1) obtain and maintain possession or control of such securities in a manner as required by the Securities and Exchange Commission and (2) file and provide reports and information as may be required under the Internal 11/07/2021 Revenue Code, and regulations thereunder of the Internal Revenue Service. You acknowledge that our obligations are limited to maintaining possession or control and may not include providing pricing of such securities or facilitation of transfers, sales, withdrawals, or any other activity related to the Non-Publicly Traded Securities. You further acknowledge that, unless notified in writing by confirmation or another document, we have not acted and will not act as broker or dealer in any purchase or sale of Non-Non- Publicly Traded Securities held in your account(s). Before requesting that we hold a Non-Publicly Traded Security in your account(s), you agree that you have determined that the investment is appropriate for you. You agree that such determination will involve your review of offering memoranda, organizational documents, valuation and financial statements, and an investigation into the background and qualifications of the issuers and selling agents of each Non-Publicly Traded Security. By requesting us to hold a Non-Publicly Traded Security, you represent that you have determined that such Non-Publicly Traded Security has been properly registered under federal and state law as a security or is exempt from such registration. You acknowledge that we are relying on your determination of these matters in considering your request to hold a Non-Publicly Traded Security in your account. You acknowledge that any documentation regarding a Non-Publicly Traded Security submitted to us will be used solely for our internal purposes. We will not review or assume responsibility for the terms and conditions or contents set forth in such documentation, including, but not limited to, appropriateness or suitability, restrictions of ownership, rights of transfer, financial statements, or the adequacy of disclosure or compliance with applicable laws, rules, and regulations. Any review performed by us is solely for our benefit in determining our ability to hold and service the Non-Publicly Traded Security. You acknowledge that we have no responsibility for monitoring the Non- Non-Publicly Traded Security to assure compliance with its terms or disclosures, for taking any actions to collect on any amount owed to you, or for otherwise enforcing your rights with respect to the Non-Publicly Traded Security held in your account(s). We are under no obligation to take any action should there be a default, bankruptcy, or other impairment associated with a Non- Non-Publicly Traded Security. You agree to notify us immediately if you identify any problem with any Non-Publicly Traded Security that would interfere with our ability to hold the Non- Non-Publicly Traded Security or obtain and report values. You agree that we have no responsibility or duty to investigate, evaluate, or report to you any information that we may possess or may become aware of regarding any Non-Publicly Traded Security. You also acknowledge that when you direct us to wire or transfer funds to an issuer or sponsor of a Non-Publicly Traded Security, we will not have any responsibility or liability if the issuer or sponsor involved does not provide the required receipt or confirmation of the investment in a manner that would allow us to hold the security in your account(s). You understand that because there is generally no public or secondary market for Non-Publicly Traded Securities, the values reported on your statement may not represent market values. You may not be able to sell your interests in the Non- Non-Publicly Traded Securities held in your account(s) or realize amounts shown on your statement upon a sale of the Non-Non- Publicly Traded Securities held in your account(s). You acknowledge that it is very likely that the "resale" value of the Non-Publicly Traded Securities may be substantially lower than what is on your 14 11/07/2021 statement. You understand that any values displayed on your statement are not established by us and are provided for your convenience only and should not be relied upon as any indication of market value. If you have instructed the issuers or sponsors of your Non- Non-Publicly Traded Securities to report values to us, you agree that we may, in our discretion, display on your statement the most recent values provided to us. You agree that we may rely, without question or verification, on the values provided to us by the issuers or sponsors of Non- Publicly Traded Securities. You represent that during the course of your evaluation of the Non- Publicly Traded Securities, you have determined such valuations to be accurate and reliable. You understand that we do not verify or confirm such valuations and make no representations that the values are reasonable, are accurate, or reflect your actual holdings. In the event third-party data sources provide valuation of your Non- Non-Publicly Traded Security to us, we may display the value provided by a third party or a value derived from the third-party data on your statement. If we become aware of a discrepancy between an issuer-provided value and a third- third-party value, we may report the value of your Non- Non-Publicly Traded Security as "N/A" or "Not Available" or “Zero”. If valuations are not received or made available to us during a reasonable period that we determine, we reserve the right to require you to remove the Non- Non-Publicly Traded Security from your account. If we report a value received from an issuer on your statement, the value may not match what is provided to you by the issuers of the Non- Non-Publicly Traded Security due to the timing of issuer statements and our statement production schedule. In these situations, the then current valuation will be displayed on your next statement from us. If you notice any other discrepancy in valuations between your statement from us and any statement provided by the issuer of your investment, please contact us immediately. We may at any time, in our discretion, remove a value for a Non-Publicly Traded Security from your statement and report a value of "N/A" or "Not Available." We may ask you to remove any Non-Non- Publicly Traded Security from your account(s) at any time and for any reason. In the event we ask you to remove a Non-Publicly Traded Security from your account(s), and you do not request a distribution of the Non-Publicly Traded Security from your account(s), remove it from your account(s), or transfer it to another custodian within whatever timeframe we reasonably require but no later than 60 days after we provide you notice that we will no longer hold the Non-Publicly Traded Security, you authorize and direct us to distribute or transfer the Non-Publicly Traded Security directly to you. If the relevant account is a retirement plan brokerage custodial account, the Non-Publicly Traded Security may be distributed upon direction of the trustee or other applicable fiduciary or agent of the plan to the participant in whose account the Non-Publicly Traded Security is invested, or to the extent not practicable, transferred to the trustee or other applicable fiduciary or agent to hold the Non- Publicly Traded Security on behalf of the plan. If the Non-Publicly Traded Security is not certificated, you agree that we may remove the security from the account(s) by notifying the issuer to re-register the position in your name, or in the case of a retirement plan brokerage custodial account, in the name of the trustee or other applicable plan fiduciary for benefit of the plan and remove us as custodian. You agree to pay such charges as we may assess for continuing to custody and to indemnify and hold us harmless for your failure to remove or transfer a Non-Publicly Traded Security after we have notified you that we 15 11/07/2021 are no longer willing to hold the security in the account(s). You agree that you are also solely responsible for any costs and tax consequences associated with the removal of the Non-Publicly Traded Security from your account(s). We reserve the right to remove from your account(s) any security that is deemed to have been cancelled or otherwise invalidated or becomes worthless (worth less than such amount as we or our agents may determine from time to time). In determining that a security has been cancelled or invalidated, you agree that we may have derived information on such assets from you or from third parties and we are not responsible for the accuracy or reliability of any information regarding these assets. Cancelled or invalid securities may include, but are not limited to, bankruptcy or charter or registration revocation. We will notify you if we have removed a cancelled or otherwise invalid security from your account(s). Unless you provide us with evidence of the validity of the security within 60 days of the notice of removal, you agree to waive any claim to any future distribution from the security and agree to indemnify and hold us harmless from any claims, liability, or damages resulting from the removal of such security. We reserve the right to charge an additional servicing fee for securities for which we cannot identify a transfer agent or issuer (a "Non- Transferable Security"). The existence of a Non- Transferable Security in your account(s) may be noted with a notation of "N/A" for the value of that position on your account statements.

Appears in 1 contract

Samples: Customer Agreement

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