©2014 Charles Schwab & Co., Inc. (“Schwab”). All rights reserved. Member SIPC.
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or controlled or employed by, Schwab; and
Schwab has no duty to supervise or monitor
trading by me or by IA, including Windhaven®
and ThomasPartners®, in my Account. Schwab
will send me written conrmations of my trades
executed through Schwab and monthly
statements of all activity in my Account. If my IA
and/or I direct Schwab to act as custodian of
non-publicly traded assets, I acknowledge and
agree: (1) that non-publicly traded assets
generally lack a liquid market and that the value
of such assets may be difcult to ascertain;
(2) that any estimated value reected on my
account statement or other communication from
Schwab is for informational purposes only and
may be signicantly different from the actual
market value or the liquidation value of such
assets; (3) that Schwab has no responsibility
for, nor does Schwab guarantee the accuracy of,
any such valuation of assets, even if the assets
have been valued by a pricing service selected
by Schwab; and (4) that Schwab may require that
I sign an addendum to my Account Agreement if
Schwab agrees, in the exercise of its discretion,
to accept custody of any non-publicly traded
assets in my Account. I authorize Schwab to
obtain from IA, and IA to provide to Schwab,
information regarding my Account as Schwab
may reasonably request. If any of IA’s
employees is associated with a member of
FINRA or afliate, Schwab is authorized to
deliver information concerning my Account to
such member upon request.
I acknowledge, understand and agree that
(1) Schwab Advisor Network® member advisors
(“Network member advisors”) pay Schwab fees
to be members; (2) Network member advisors,
including IA, are independent and not employees
or agents of Schwab; (3) Schwab prescreens
Network member advisors and checks their
experience and credentials against criteria
Schwab sets; (4) neither an IA’s membership
in Schwab Advisor Network nor the afliation
of Schwab with Windhaven or ThomasPartners
changes that (A) I am solely responsible for
(i) the decision to hire IA, (ii) what authority
to give IA and (iii) evaluating IA’s services and
performance; and (B) Schwab (i) does not
supervise IA and (ii) takes no responsibility
to monitor IA’s performance or transactions
in the Account; and (5) if I was referred to
IA through the Schwab Advisor Network or
referred to Windhaven or ThomasPartners,
I received, read and under stood the Schwab
Advisor Network Disclosure Document and
the Windhaven Disclosure Brochure or the
ThomasPartners Disclosure Brochure.
Products and Services Provided to IA. Schwab
may provide IA, at no fee or at a discounted fee,
with research, software and other technology,
information and consulting services, and other
products and services that benet IA.
Schwab’s provision of these products and
services to IA may be based upon clients of IA
placing a certain amount of assets in their
brokerage accounts at Schwab (i.e., custodying
assets at Schwab) within a certain period of
time. IA may be inuenced by this commitment
in recommending or requiring that its clients
establish brokerage accounts at Schwab. These
products and services may not necessarily
benet my Account.
Pricing. Schwab and IA may agree to pricing
(including commissions and transaction account
and service fees) for my Account and IA’s other
clients’ accounts at Schwab based upon the
nature and scope of business that IA transacts
with Schwab, including the current and future
expected amount of IA’s clients’ assets custodied
at Schwab, the types of securities managed by IA
and/or expected frequency of IA’s trading. Schwab
may change this pricing if the nature and scope of
business that IA transacts with Schwab changes
or does not reach agreed-upon levels, in which
case pricing for IA’s clients’ accounts, including
my Account, may increase to an amount
determined by Schwab not to exceed Schwab’s
standard pricing as published in the applicable
Charles Schwab Pricing Guide.
Accounts with Margin Features. I understand
that when I buy securities on margin or enter
into short sales or short options, or when my IA,
if I have granted this authority to my IA, does so
for my Account, I am borrowing money from
Schwab for part of that transaction(s).
All securities and other assets in my Schwab
Account(s) are pledged as collateral to secure
this loan. I acknowledge that margin transac-
tions are riskier and involve the possibility of
greater loss than transactions where I am not
borrowing money. If the value of my securities
and other assets falls, I acknowledge that I may
be required to deposit more assets (a margin
call) to secure this loan or that securities and
other assets held in my Account may be sold to
pay down or pay off my loan without prior notice
and at a loss or at lower prices than under other
circumstances. I agree to carefully consider my
own nancial condition, tolerance for risk and
investment objectives, as well as market
conditions, before I decide to use margin credit
or grant this authority to my IA. By placing an
order on margin, or by granting this authority to
my IA, I acknowledge that I have considered all
of these factors and have decided that margin
nancing is appropriate for me.
All securities and other assets now or hereafter
held in this Account may be pledged, repledged
or otherwise used as collateral, separately or
together with securities of other customers, for
the amount I owe Charles Schwab & Co., Inc., or
for a larger amount.
Interest on debit balances will be charged and
compounded in accordance with the Account
Agreement and as permitted under the laws of
the state of California.
Termination of Authorizations. The authoriza-
tions I have granted in this AA will remain
effective until I or IA have revoked or terminated
any of them by giving notice to Schwab, either by
mail, telephone, facsimile, telegraph, messen-
ger, electronic mail, voice mail or otherwise:
provided, however, that Schwab reserves the
right to require written notice or conrmation
that such authorization has been terminated or
revoked. I understand that I may revoke or
terminate all authorizations or designations
conferred herein at any time. Unless revoked
or terminated by me, all authorizations and
designations conferred herein to IA shall
continue to apply to IA’s successors or assigns.
Such revocation will not affect my obligation
resulting from transactions initiated prior to
Schwab’s receipt of such notice. I understand
that if Schwab terminates its Investment
Manager Service Agreement with IA, Schwab will
not be obligated to honor any further instruc-
tions from IA; I will have exclusive control over,
and responsibility for, my Account; and unless
Schwab noties me otherwise, my Account will
become a Schwab retail brokerage account
subject to all terms and conditions applicable
thereto, including fees and commissions,
investment products and other services
available to Schwab retail customers. Schwab
will notify me as soon as reasonably possible
after any such termination.
Indemnification. I agree to indemnify and hold
harmless Schwab, its afliates and their
directors, ofcers, employees and agents from
and against all claims, actions, costs and
liabilities, including attorneys’ fees, arising out
of or relating to: (1) their reliance on this AA, and
(2) Schwab’s execution of IA’s instructions.
Verification. I authorize Schwab to inquire from
any source, including a consumer reporting
agency, as to my identity (as required by federal
law), creditworthiness and ongoing eligibility for
the Account (and that of my spouse, if I live 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.
Suitability. From time to time, Schwab may
make available investment research and
information (“Schwab Research”). I agree and
acknowledge that my IA and I are responsible
for the transactions in my Account, including
assessing the suitability of transactions for
my Account, even if Schwab Research was
used in making the investment decisions for
my Account.
Unclaimed Property. If no activity occurs in
the Account within the time period specied
by applicable state law, the Account may be
transferred to the appropriate state.
Account Handling Instructions. Schwab will
automatically hold all securities purchased,
as well as all sale proceeds, dividends and
interest, unless you specify otherwise.
Schwab’s Privacy Policy and Disclosure of
Information. Schwab respects your privacy.
Schwab will use the information you provide to
open and service your Account, to communicate
with you when necessary, to provide you with
additional information about products and
services, and to provide to your IA, and certain
third parties as your IA directs Schwab,
information as provided in this AA. Pursuant to
your Account Agreement, Schwab may disclose
information about you and your Account to
certain other third parties. Please call Schwab
at 1-800-515-2157 for a copy of Schwab’s
privacy policy.
I consent to Schwab: (i) sending, by mail,
electronic delivery and/or other means,
duplicate copies of account trade conrma-
tions, account statements and any other
information relating to me and my Accounts
to my IA and MM, if and in such manner as
requested by my IA and MM; (ii) sending such
information about me and my Accounts to third
parties as my IA or MM shall direct Schwab;
and (iii) disclosing information about me and my
Accounts to other third parties as provided in