UBS ASSET MANAGEMENT PRIVATE WEALTH SOLUTIONS SM PROGRAM CUSTODY AND EXECUTION AGREEMENT WITH UBS FINANCIAL SERVICES INC. THIS CUSTODY AND EXECUTION AGREEMENT ( Agreement ) describes the securities execution and consulting services which UBS Financial Services Inc. ( Broker/Custodian ) provides in the Private Wealth Solutions SM Program (the Program ). 1. Selection of an Investment Manager You (sometimes, Client ) hereby retain Broker/Custodian to provide consulting services in accordance with the terms and conditions set forth below. The services include brokerage, consulting and other services described in this Agreement. By completing and signing a Private Wealth Solutions New Account Application (the Program Application ), you agree to the terms and conditions of this Agreement thereby retaining Broker/Custodian as a consultant and to perform the other functions contemplated by this Agreement. In addition to the Program Application you have completed and signed a Client Relationship Agreement (or other brokerage account agreement) and opened a brokerage account ( Account ) with Broker/Custodian. You have selected UBS Asset Management (Americas) Inc. ("Sponsor" or your "Investment Manager") to act as your investment advisor in managing your Account. Broker/Custodian will not act as an investment advisor or in an investment advisory capacity with respect to managing the Account assets or executing trades on your Investment Manager s instructions. In connection with your selection of an Investment Manager, you understand all of the following: (a) (b) (c) (d) (e) your Investment Manager and Broker/Custodian are affiliated entities and are both owned, directly or indirectly by UBS Group AG. The management of your account is subject to the terms and conditions of your Investment Management Agreement with your Investment Manager; your Investment Manager s past performance is not necessarily indicative of future performance; you are responsible for your selection of the Investment Manager. Broker/Custodian will not be responsible for the Investment Manager s decisions, performance or compliance with applicable laws or regulations, or for other matters within your Investment Manager s control; your Investment Manager has a separate agreement with Broker/Custodian regarding the brokerage, custody, and execution services to be rendered by Broker/Custodian in connection with your Account; if you wish to impose any restrictions on your Account including the investments that your Investment Manager may make for you, you must specify these restrictions on the Private Wealth Solutions New Account
Application or Investment Restrictions Change Form. You also acknowledge that neither Broker/Custodian nor your Financial Advisor will be under any obligation to monitor compliance with your specific investment restrictions; and (f) (g) your Investment Manager will be solely responsible for investing all securities and cash that you may from time to time deposit in your Account specifically established at Broker/Custodian to implement this Agreement. Broker/Custodian will not have discretionary authority with respect to the investments in your Account nor will Broker/Custodian solicit any orders to buy or sell securities for your Account. Requests you make for tax gain/loss sales will be submitted by your Financial Advisor to Investment Manager for processing. Tax gain/loss sales may adversely affect the overall performance of your Account and may cause holdings and performance to deviate from other accounts in the same investment style. Investment Manager may or may not repurchase securities sold to create a tax loss during the wash sale period. Securities that are repurchased may be purchased at a higher price than at which they were sold. Account activity subsequent to a tax sale may result in additional realized gains/losses that partially or completely offset the gains/losses realized. Withdrawals of cash generated from tax sales may result in Investment Manager rebalancing the account, which may result in additional realized gains/losses that partially or completely offset the gains/losses from the tax sale. Tax requests with withdrawals that will bring the Account value below minimum requirements will not be processed by Investment Manager. Investment Manager may reject Client's requests for tax sales of specific securities. Client may request, through their Financial Advisor, that a replacement security be purchased with the cash generated by the sale of an equity security, and Investment Manager will purchase one or more exchange traded funds, as it determines in its sole discretion, and will have sole discretion to sell such funds at any time, which may result in additional gains/losses. If the requested amount of gain/loss cannot be fully realized, Investment Manager will use best efforts to realize a partial gain/loss. Tax lot sales for municipal portfolios may take additional time to process. Sponsor, Broker/Custodian, their employees and affiliates do not provide tax or legal advice. Clients should consult with their own legal/tax advisor regarding their particular circumstances. 2. Trading Authorization; Directed Brokerage; Eligible Securities (a) You confirm that you have authorized your Investment Manager to buy, sell, or otherwise effect transactions in stocks, bonds, options and any other securities on margin or otherwise in accordance with Broker/Custodian s terms and conditions for your Account. You agree to indemnify and hold Broker/Custodian harmless from, and to pay Broker/Custodian promptly on demand, any and all losses arising from such transactions or debit balances 2
due thereon. In all such purchases, sales or trades, you authorize Broker/Custodian to follow the instructions of your Investment Manager in every respect concerning your Account. Revocations of Broker/Custodian s authority to trade for your Account on instructions from your Investment Manager will be effective on the date Broker/Custodian receives confirmation of revocation from your Investment Manager, and will not affect the validity of trades placed before the effective date. (b) (c) You understand that you should hold only Eligible Securities in your Account. "Eligible Securities" are determined by Investment Manager and generally include equity securities (e.g., NYSE, AMEX and OTC), U.S. Treasury Bonds, investment grade corporate bonds, STRIPS, TINTS and investment grade municipal securities (if investing in a municipal portfolio/strategy). Broker/Custodian will not monitor your Account to exclude other securities ( Ineligible Securities ). To the extent you hold Ineligible Securities in your Account, you do so against Broker/Custodian and Investment Manager's recommendations and with the understanding that the value of those securities will be counted for purposes of calculating your Program Fee and reporting the performance of your Account. Since Ineligible Securities are not considered managed assets, the inclusion of such securities will distort the actual performance of your Account and your Investment Manager. You understand that all or a portion of the Account may be held in cash. By signing the Program Application, you agree that uninvested cash balances may be automatically deposited into interest bearing deposit accounts or invested in money market funds, including as permitted by law, those of Sponsor and/or those affiliated with Sponsor for which Sponsor and/or its affiliates may receive compensation for services in addition to the Program fees paid by clients. The UBS Bank Sweep Programs consist of the UBS Deposit Account Sweep Program and the UBS Business Account Sweep Program. For more information about the programs, please refer to the UBS Bank Sweep Programs Disclosure Statement and/or contact your Financial Advisor. UBS Deposit Account Sweep Program: The UBS Deposit Account Sweep Program is available only to individuals, IRAs, sole proprietorships, government entities and certain employee benefit plans and participants in such plans. Custodial accounts are eligible for the Deposit Program as long as none of the beneficiaries is a business entity. UBS Business Account Sweep Program: The UBS Business Account Sweep Program is available only to business entities, such as: corporations, partnerships, limited liability companies, associations and business trusts, except sole proprietorships; non-profit organizations, including organizations described in Sections 501(c)(3) through (13) and (19) of the Internal Revenue Code; estates; and revocable trusts owned by U.S. residents (if one (1) or more beneficiaries is a business entity). Cash in eligible business advisory accounts will be swept to a deposit account, which is referred to as the Business 3
Account, at UBS Bank USA (the Bank ). The Business Account is a type of savings account that is subject to certain monthly withdrawal limits. Irrevocable trusts are not eligible for the Deposit of Business Account Sweep Program; excess cash for such entities will be invested in money market funds. For eligible accounts in the Deposit and Business Account Sweep Programs: Cash will be deposited automatically or swept to interest bearing deposit accounts ( Deposit Accounts or Business Accounts, as the case may be) at the Bank, an FDIC member institution and an affiliate of Sponsor and Broker/Custodian. Cash will be swept into the accounts up to a specified limit or Cap ( Bank USA Sweep Cap ) of $250,000 per account owner for each account. The Bank USA Sweep Cap applies to each account and we do not combine the amount of cash in multiple accounts for purposes of applying the Bank USA Sweep Cap. For example, for joint accounts with two beneficial owners, cash will sweep to a Deposit Account up to a Cap of $500,000 ($250,000 for each owner). If the same owners have a second joint account, the cash in the second account will also sweep to a Deposit Account up to a Bank USA Sweep Cap of $500,000 (the total sweep to the Deposit Account is $1 million). Funds in the Bank are insured by the FDIC, subject to applicable limits. You are responsible for monitoring the total amount of deposits that you have with the Bank to determine the extent of FDIC deposit insurance coverage available to you on those deposits. When you reach the Cap, new cash will then sweep to a money market fund that you have selected or that has been assigned as the sweep option for your Account ("secondary sweep option"). Money market funds are not available as your sweep option for cash amounts below the Cap. Interest rates on the Deposit Accounts and Business Accounts are tiered, based on your total eligible Marketing or Qualified Plan Relationship with Broker/Custodian as defined in the General Terms and Conditions of the Agreements and Disclosures booklet, which is available at ubs.com/accountdisclosures or by requesting one from your Financial Advisor. Interest rates may equal, exceed or be lower than the prevailing yield on money market mutual funds or other investments available as a sweep option. You may view current interest rates and yields at ubs.com/sweepyields. For detailed information regarding the Deposit Accounts and Business Accounts, please see the UBS Bank Sweep Programs Disclosure Statement. Any assets invested in Deposit Accounts, Business Accounts and money market funds will be included in the calculation of the quarterly Program Fee. The use of money market funds may result in additional management fees being paid to Sponsor and/or its affiliates for its advisory services to that money market fund. These fees and services are described in the prospectuses of each of those funds. Broker/Custodian will receive, to the extent permitted by applicable law, an annual fee of up to $50 from the Bank for each account that sweeps into Deposit Accounts and Business Accounts at the Bank, and the Bank receives certain benefits. Broker/Custodian reserves the right to increase, decrease or waive all or part of this fee. At the time of a withdrawal request, when cash is raised, cash balances in a client s account will be automatically deposited in the account s Deposit Account, Business Account or tax-advantaged money fund. Cash balances that 4
are not withdrawn and remain in the Deposit Account, Business Account or taxadvantaged money fund, as applicable, for 60 days following a withdrawal request will be re-invested by Investment Manager in the client s existing portfolio. 3. Services; Compensation The compensation you will pay to Broker/Custodian for services under the Program ( Program Fee ) will be subject to the following provisions where applicable: (a) Services Covered by Program Fees: Your Program Fee will cover brokerage commissions, clearance, custody by Broker/Custodian and settlement services, preparation and delivery of client statements and confirmations, the fee payable to your Investment Manager for management of the Account and, depending on your specific needs, an asset allocation proposal and assistance in the selection of specific portfolios available through the Program. Your Program Fee does not cover other costs or charges such as (i) commissions on transactions directed to broker-dealers other than Broker/Custodian; (ii) markups/mark-downs on principal transactions; (iii) internal trust fees; (iv) charges imposed by law; (v) costs relating to trading in foreign securities (other than commissions otherwise payable to Broker/Custodian); (vi) ADR conversion fees; (vii) foreign dividend fees, (viii) internal charges, fees, and operating expenses that may be imposed by any pooled investment vehicles, such as closed-end funds, index shares, UITs, exchange traded funds or real estate investment trusts; and (ix) other specialized charges, such as transfer taxes, and fees we charge customers to offset fees we pay exchanges and/or regulatory agencies on certain transactions. Broker/Custodian or one of its affiliates will also charge interest on any outstanding loan balances to clients who borrow money from Broker/Custodian. You also may be charged additional fees for specific account services, such as ACAT transfers, annual and termination fees for retirement accounts or Resource Management Accounts (and/or Business Services Accounts ) and wire transfer charges. (b) Calculation of Program Fee. Your Program Fee will be calculated as a percentage of assets charged quarterly in advance, covering all charges for services performed by Broker/Custodian under this Agreement, except as provided below. The initial quarterly Program Fee is calculated based on the value of the eligible assets on the date your Account is accepted and will generally be pro-rated to cover the period from the date your Account is accepted through the end of that calendar quarter. However, if the Account is opened in the last week of the calendar quarter, your first quarterly 5
Program Fee will include a pro rated fee for that week plus the quarterly Program Fee for the next full calendar quarter. After the initial quarterly Program Fee, the Program Fee will be based on the value of your Account (including dividends and, where applicable, accrued interest, and the value of options in the) on the last business day of the preceding calendar quarter. Fees will be charged directly to your Account in the month following the close of a calendar quarter unless you have either designated another eligible UBS account to pay the Program Fee or elected to have your fee invoiced to you (non-ira qualified plans only). If you terminate the Account prior to the end of a calendar quarter, a prorata refund of the Program Fee paid covering the remainder of the fee period will be provided, or, if no fee has been paid for that quarter, a pro-rata fee will be charged. If you provide full liquidation instructions when you terminate your account, the refund will be processed from the date the last position is liquidated. Additional cash and eligible assets deposited into an existing Account within a billing period will be charged a prorated Program Fee based upon the number of days remaining in that billing period. Likewise, you will receive a rebate of the Program Fees charged on assets you withdraw from an existing Account during a billing period. Fees for contributions and rebates for withdrawals will be netted at the end of the billing period. The fees or rebates assessed will be due and payable within the first month of the next quarter. No fee adjustment will be made for repayment of borrowed funds to Broker/Custodian or its affiliates, or for account appreciation or depreciation within a quarter. (i) Determination of Value of Account. In determining the value of the Account for purposes of calculating the Program Fee, Broker/Custodian will include all cash and securities held in the Account (including dividends and, where applicable, accrued interest, and the value of options in the Account). Broker/Custodian generally will rely on third party quotation services it believes to be reliable. If prices are unavailable or believed to be unreliable, Broker/Custodian may determine value in good faith so as to reflect its understanding of fair market values and may use other sources such as last recorded transactions. If Account assets are held by a custodian other than Broker/Custodian, Broker/Custodian will rely on the valuation of the Account provided by such custodian. Broker/Custodian will not independently verify or guarantee the accuracy or validity of any information provided by third parties. (ii) Collection of Fees. You hereby direct Broker/Custodian to automatically debit the Program Fee from the Account when due, if your assets are held in custody by Broker/Custodian. If your assets are held 6
elsewhere, Broker/Custodian will instruct your custodian to pay Broker/Custodian the Program Fee out of your assets held by such custodian. Broker/Custodian will deduct the Program Fee on or after the applicable due date, first by deducting cash from the Account. If there is insufficient uninvested cash to pay the fee, Sponsor will then attempt to satisfy the debit from the liquidation or withdrawal of shares of your Primary Sweep Fund (which Client hereby authorizes); third, from the liquidation or withdrawal of shares of any taxable funds (which Client hereby authorizes); fourth, from the liquidation or withdrawal of shares of any tax exempt sweep funds (which Client hereby authorizes); fifth, from your Deposit Accounts maintained through the UBS Deposit Account Sweep Program and to the extent that such assets are insufficient to satisfy payment of the fee, from the sale and liquidation of other Account assets (which Client hereby authorizes). Please refer to your agreement with your Investment Manager for details. (iii) For Qualified Plan Accounts Only: If your Account is subject to the Employee Retirement Income Security Act of 1974 ( ERISA ), as amended, you may elect to be invoiced for Fees by checking the box titled INVOICING FEES on the Program Application. If full payment of the Fee is not received by Broker/Custodian within the time stated on the invoice, any remaining balance will be automatically deducted from your Account. IRA accounts may not elect the invoice feature. From time to time and in our sole discretion, Broker/Custodian may make the invoicing feature available to select IRA accounts for the invoicing of the Program Fee. (c) Payment of Fee to Investment Manager. You authorize Broker/Custodian to retain its portion of the Program fee and remit the investment advisory portion of the Program Fee (the "SMA Manager Fee") directly to Investment Manager. Broker/Custodian will have no responsibility to determine if any fee is proper. 4. Representations and Warranties by Client. You hereby represent and warrant to Broker/Custodian the following. (a) You have full power and authority to enter into this Agreement and to fulfill your obligations hereunder. If the Client is not an individual (for example, a corporation, limited liability company, partnership, trust or retirement plan), the signatory on the Program Application (the "Signatory") hereby represents and warrants that it is fully authorized to execute this Agreement and to act on behalf of the Client in connection with all matters relating to this Agreement and that such authority has been duly granted and ratified as required under the organization and formation documents of the Client. If the Client is a trust, the signatory on the Program Application has delivered to Broker/Custodian a duly executed Trustee Certification Form; 7
(b) (c) (d) Section 11(a) Authority. Client acknowledges that the Investment Manager and Broker/Custodian are affiliated entities. The Signatory represents and warrants that it: (i) is authorized to transact business in respect of the Account within the meaning of Section 11(a)(1)(H)(i) of the Securities Exchange Act of 1934, as amended (the Exchange Act ); (ii) has power and authority, on behalf of Client, to authorize the Investment Manager to effect transactions for the Account on a discretionary basis; and (iii) hereby expressly authorizes the Investment Manager to effect transactions for the Account on a discretionary basis on behalf of Client and on any national securities exchange of which Broker/Custodian or an affiliate is a member. All information and documentation provided by you to Broker/Custodian is true and complete in all material respects as of the date provided, and you will inform Broker/Custodian, promptly, of any material change in such information and documentation, particularly any material change in your financial condition, including changes in your investment objectives and risk tolerances. If Client is a retirement plan subject to ERISA (an ERISA Plan ), the Signatory hereby represents and warrants that is it is the named fiduciary of the ERISA Plan or has the authority to execute the Program Application and enter into this Agreement on behalf of such named fiduciary. 5. Acknowledgments by Client. You acknowledge and agree to all of the following. (a) (b) Principal Transactions; Agency-Cross Trades. Generally, your Investment Manager will direct purchase and sale transactions for your Account to Broker/Custodian for execution on an unsolicited basis, as your Investment Manager deems appropriate. To the extent permitted by applicable law, you hereby direct Broker/Custodian to: (i) buy securities from or sell securities to you for Broker/Custodian s own account, as principal, and (ii) effect agency cross transactions in which Broker/Custodian or any person controlling, controlled by or under common control with Broker/Custodian acts as agent for both the buyer(s) and seller(s) in the transaction and in which Broker/Custodian may receive compensation from parties on both sides of the transaction as it would do in the ordinary course of its business. In both types of transactions, Broker/Custodian may have potentially conflicting divisions of loyalties and responsibilities. By signing the Program Application, you consent to these arrangements and to Broker/Custodian s retention of any additional compensation it earns on these transactions. You also understand that you may revoke the authority granted to Broker/Custodian in this Section at any time by giving written notice to Broker/Custodian. Brokerage Services. Notwithstanding any other provision of this Agreement, Broker/Custodian will not be obligated to effect any transaction with or for the Account if, in Broker/Custodian s reasonable judgment, effecting such 8
transaction would violate any applicable law or rule, including rules of any regulatory agency or self-regulatory organization, or be inconsistent with any policy maintained by Broker/Custodian; provided, however, that Broker/Custodian will be under no obligation to determine whether any transaction would or may violate any such law or rule. Broker/Custodian will not be liable for losses in the Accounts caused directly or indirectly by government restrictions, exchange controls, exchange or market rulings, suspension of trading, act of war, strikes or other conditions beyond Broker/Custodian's control, including but not limited to, extreme market volatility and trading volumes. (c) Block Trades. Broker/Custodian, in its sole discretion, may combine an order for the purchase or sale of a security for the Account with orders from one or more of Broker/Custodian s other clients. (d) Confirmations and Statements. You will be sent confirmations of transactions for your Account and monthly Account statements. You may elect to receive your confirmations or a summary of your confirmations (if and when available) monthly by checking the box titled TRADE CONFIRMATIONS on the Program Application. Doing so will waive your right to receive immediate trade confirmations for your Account and will instruct Broker/Custodian to send trade confirmations to your Investment Manager. You may change this instruction at any time by giving Broker/Custodian or the Investment Manager written notice. You will continue to be responsible for reviewing these materials and reporting any discrepancies to your Financial Advisor as soon as possible. 6. Proxies And Other Legal Notices Broker/Custodian will not vote or provide any advice about the voting of proxies solicited by, or with respect to, the issuers of any securities held in the Account, nor will it advise or take any action on your behalf with respect to legal proceedings, including bankruptcies, relating to securities in the Account, or their issuers, except to the extent required by law. Unless you directed Broker/Custodian to do otherwise, Broker/Custodian will forward all proxies and related materials in regard to the issuers of any securities held in the Account to your Investment Manager. If you wish to receive and vote all proxies for securities held in the Account, you should complete the Proxy Rights Change Form. If Client is a Plan subject to ERISA, your Investment Manager will be responsible, except to the extent 9
otherwise prohibited by law, to vote proxies solicited by, or related to, the issuers of any securities held in the Account provided, however, that Client may expressly retain the right and obligation to vote any proxies or take action relating to securities held in the Account upon prior written notice to the Investment Manager. 7. Closing Your Account; Liquidation of Securities. (a) (b) Closing Your Account. You may cancel this Agreement within five business days from the day this Agreement is accepted by Broker/Custodian and receive a full refund of the portion of the Program Fee retained by Broker/Custodian. Thereafter, you or Broker/Custodian may terminate this Agreement by giving notice in writing to the other with a copy of such notice to the Investment Manager. Note that termination of this Agreement with Broker/Custodian will not result in the automatic termination of your agreement with your Investment Manager. The termination will be effective upon receipt of the notice; provided, however, that Broker/Custodian, in its sole discretion, may waive the requirement that such termination request be provided in writing. This Agreement will also terminate if your Investment Manager notifies Broker/Custodian that your agreement with your Investment Manager is terminated or if Broker/Custodian receives instructions to deliver the Account assets to another firm, effective on receipt of those instructions. In the event of termination, a pro-rated refund of the portion of the Program Fee retained by Broker/Custodian of any pre-paid fees will be made or, if no fees have been paid, a pro-rated charge will be imposed. Termination will not affect your responsibility to pay balances due to Broker/Custodian under this Agreement. Upon termination, you authorize Broker/Custodian to withhold sufficient assets then in the Account as Broker/Custodian reasonably believes necessary to pay any amounts due to Broker/Custodian, however and whenever arising. You are responsible for notifying your Investment Manager to terminate the investment advisory agreement and cease trading. Broker/Custodian is not responsible for such notification and may continue to accept trades from your Investment Manager until you notify it of the termination. Liquidation. Broker/Custodian will liquidate the securities held in your Account only if you or your Investment Manager specifically instruct us to do so in writing. On termination, it is your exclusive responsibility to monitor the securities and other assets in your Account, and neither Broker/Custodian nor your Investment Manager will have any further obligation to act or advise with respect to those assets. 8. Standard of Care; Limitation on Liability Broker/Custodian and its affiliates and their respective present and former directors, officers, employees and agents shall not be liable to you for (i) any act done or omitted by any of them under this Agreement so long as such act or omission shall not have involved 10
negligence, willful malfeasance or bad faith on their part, or reckless disregard of their obligations and duties under this Agreement or (ii) any misstatement or omission contained in information or documentation supplied to Broker/Custodian by you or supplied to Broker/Custodian or you by an investment manager or custodian retained by you. 9. Additional Contractual Matters This Agreement, including the Program Application, is our entire understanding on the matters specified here and any changes must be in writing. If any part of this Agreement is invalid or unenforceable, it will not affect the validity or enforceability of the rest of the Agreement. This Agreement will be interpreted under the substantive laws of the State of New York without giving effect to any conflict of laws provisions. The effective date of this Agreement shall be the date of its acceptance by Broker/Custodian. Acceptance of this Agreement is contingent upon completion of all required paperwork and adequate funding of the Account. All written communications from you regarding this Agreement shall be sent to your Financial Advisor unless you are specifically directed otherwise. All written communications to you shall be sent to you at the address you provide to your Financial Advisor. The terms of this Agreement may be modified by Broker/Custodian subject to your receipt of prior written notice and your continued acceptance of services thereafter shall be deemed consent. Client agrees that Broker/Custodian will share information provided by Client with the Investment Manager, other affiliates of Broker/Custodian, and third parties not affiliated with Broker/Custodian (i) in order to meet Broker/Custodian's obligations under this Agreement, or (ii) as otherwise permitted by applicable law and Broker/Custodian s privacy policy. 10. Representations of Broker/Custodian Broker/Custodian represents that it is registered as a broker-dealer with the Securities and Exchange Commission, the Financial Industry Regulatory Authority ( FINRA ) and the New York Stock Exchange and that it is authorized to enter into this Agreement. 11. Arbitration This agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties agree as follows: 11
Arbitration is final and binding on the parties. 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. The parties are waiving their right to seek remedies in court, including the right to jury trial. Arbitration awards are generally final and binding; a party s ability to have a court reverse or modify an arbitration award is very limited. Pre-arbitration discovery is generally more limited than and different from court proceedings. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. The arbitrator s award is not required to include factual findings or legal reasoning and any party s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. The arbitrators do not have to explain the reason(s) for their award. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The rules of some arbitration forums 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. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement. Client agrees, and by carrying an account for you UBS Financial Services Inc. agrees, that any and all controversies which may arise between you and UBS Financial Services Inc. concerning any account(s), transaction, dispute or the construction, performance, or breach of this or any other Agreement, whether entered into prior, on or subsequent to the date hereof, shall be determined by arbitration. Any arbitration under this Agreement shall be held under and pursuant to and be governed by the Federal Arbitration Act, and shall be conducted before an arbitration panel convened by the New York Stock Exchange, Inc. or FINRA. Client may also select any other national security exchange s arbitration forum upon which UBS Financial Services Inc. is legally required to arbitrate the controversy with Client, including, where applicable, the Municipal Securities Rulemaking Board. Such arbitration shall be governed by the rules of the organization convening the panel. Client may elect in the first instance the arbitration forum, but if Client fails to make such election, by registered letter or telegram addressed to UBS Financial Services Inc. at 1200 Harbor Boulevard, 12
10th Floor, Weehawken, NJ 07086, Attn: Legal Department, before the expiration of five days (5) after receipt of a written request from UBS Financial Services Inc. to make such election, then UBS Financial Services Inc. may make such election. The award of the arbitrators, or of the majority of them, shall be final, and judgment upon the award rendered may be entered in any court of competent jurisdiction. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration Agreement against any person who has initiated in court a putative class action; who is a member of a putative class who has opted out of the class with respect to any claims encompassed by the putative class action until: (I) the class certification is denied; (II) the class is decertified; or (III) 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. Client expressly agrees that service of process in any action shall be sufficient if served by certified mail, return receipt requested, at your last address known to UBS Financial Services Inc. You expressly agree that service of process in any action shall be sufficient if served by certified mail, return receipt requested, at your last address known to Broker/Custodian. You expressly waive any defense to service of process as set forth above. BY SIGNING THE PROGRAM APPLICATION YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT. THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE IN SECTION 11. Ver 07/2018 13