Disclosures & Disclaimers

Table of Contents

Use of Service

Use Subject to Agreements: Use of this site and the products and services available through it (“Service”) is subject to these disclosures and disclaimers. If you are a customer, use of the Service is also subject to various agreements with Vision, including the Customer Agreement and all applicable Supplements. The current versions of agreements are available for viewing and printing on this Web site. As used in these disclosures and disclaimers “Vision” refers to Vision Financial Markets LLC and its affiliates, and their respective officers, directors, members, partners and employees. If there is an inconsistency between these disclosures and disclaimers and the other agreements that you may have with Vision, the terms of those other agreements will control.

Service Intended for Authorized U.S. Persons (except as expressly authorized by Vision): Use of the Service is limited to authorized customers of Vision and certain other authorized persons, and (except as expressly authorized by Vision) is limited to persons resident in the United States. The information on this site is only for such persons. Unless governing law permits otherwise, if you currently reside outside the United States, you should contact a Vision entity in your home jurisdiction to determine what services, if any, are available to you. The information on this site is not to be construed as an offer to buy or sell, or the solicitation of an offer to buy or sell, any security, financial product or instrument or to participate in any particular trading strategy in any jurisdiction in which such offer, solicitation or trading strategy would be unlawful. You consent to the monitoring of the Service by Vision to assure that all system use is authorized and for other administrative purposes.

Important Information about Online Trading and Other Online Activities

You are responsible for all account activity attributable to your password. You represent and agree that your password is personal to you and you will ensure that the password is known only to you and will not be made available to any other person. You agree to discontinue use of your password and to advise Vision immediately if you know or suspect that someone else may be using your password. You understand that, if your access privileges were granted because of your relationship to the account owner or your employment, and that relationship or employment ends, your access privileges will also end.

Order Execution: Be aware that submitting a trade through the Internet or in any other online or electronic manner is not the same as having that trade immediately or automatically accepted or executed. Although the Service may allow for the electronic entry of orders to buy or sell certain securities, the mere entry of those orders does not necessarily mean that the order will be automatically executed, manually executed or even accepted for that matter. The orders must still be routed to an exchange or market or an appropriate trading desk for execution. Subject to the terms of an order, the method of execution of that order is at the sole discretion of Vision. Vision may reject an order for any reason, including: market conditions; regulatory restrictions or restrictions imposed by Vision with respect to transactions in the particular security; insufficient funds in your account; pending proprietary or customer orders in the same security; system outages; capacity limitations; or because you are trying to sell short a hard-to-borrow security that is not approved by our stock loan department or for which a locate cannot be obtained. Also, please note that in rare circumstances, your order can be rejected at the exchange, in which case it will not be executed even if initially accepted by this Web site.

System Outages, Slowdowns and Capacity Limitations/Delays in Executions and Trade Reports: The Internet and other electronic and wireless services have increased the ease and convenience of placing orders for securities. You should not assume, however, that these delivery mechanisms will always be available. If you trade online, you may have difficulty accessing your account(s) due to a host of reasons, including high Internet traffic, transmission problems, or because of systems capacity limitations. Any computer system or other electronic device, whether it is yours, your Internet service provider’s, or the computer systems at Vision, Broadridge Financial Solutions or other third party providers, can experience unanticipated outages, slowdowns or have capacity limitations. In such circumstances, you should contact your Financial Advisor or Vision’s Client Services team for assistance.

Limitation of Liability; Indemnity: Vision, its directors, partners, officers, members, affiliates, employees and agents (each a “Related Party”) shall have no liability, contingent or otherwise, to you or to third parties, as a result of the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Service or as a result of delays or omissions of the Service, or as a result of the failure of any connection or communication service to provide or maintain your access to the Service, or as a result of any interruption in or disruption of your access or any erroneous communications between us and you, or between you and any third party when you are using the Service. We are not liable for any special, indirect, incidental or consequential damages (including, loss of profit, loss of use, loss of cost or other savings or loss of goodwill or reputation) which you may incur or experience as a result of your using the Service or relying on the Service or any information provided to you in connection therewith, even if we know of the possibility of those damages. We are not responsible for informing you of any difficulties we or other third parties experience concerning use of the Service for our customers or other accounts or to take any action in connection with those difficulties. We also have no duty or obligation to verify, correct, complete or update any information displayed in the Service. You are solely responsible for any losses, damages or costs resulting from your reliance on any data or information that we may provide in connection with your use of the Service. Notwithstanding the foregoing, the foregoing limits of liability and responsibility shall not apply to the extent that actions or omissions on our part constitute gross negligence or intentional misconduct.

You will indemnify, protect, and hold harmless each of the Related Parties from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, costs (including attorney’s fees) (collectively, “Losses”) resulting from or arising out of use of the Service by you or your customers, including without limitation, any breaches of the security of the Service, or claims that a trade was not suitable for or not authorized by you or a customer.

In this Limitation of Liability; Indemnity section, the terms “Vision”, “we”, “our” and “us” include any third party service providers selected by you or us in connection with the Service.

Orders that you enter using the Service will be routed through third parties. We and our Related Parties are not responsible for any losses, damages or costs that may result from errors made by any third party system in reading, processing or executing such orders, or if any third party system otherwise fails to properly execute such orders.

You agree that our liability and the collective liability of our Related Parties and the third party service providers selected by you or us, if any, arising out of any kind of legal claim (whether in contract, tort, or otherwise) or in any way connected to your use of the Service will not exceed the amount of the profit we received on the specific transaction giving rise to such legal claim unless caused directly by our intentional misconduct or gross negligence.

Volatility and Fast Markets: Conditions of severe volatility might also give rise to systems problems, resulting in the inability to view current quotes or place buy or sell orders. There may also be delays in trade execution and/or trade reports due to the sheer volume of trades being processed in a fast market. Fast markets are typically characterized by wide price fluctuations and heavy trading. They often come as a result of an imbalance of orders in one direction or another (for example, many “buy” orders and few “sell” orders) and can be caused by events such as a company news announcement, strong analyst recommendation, or a popular initial public offering (“IPO”) as it begins to trade in the secondary market.

Market Orders: Market orders are required to be executed fully and promptly without regard to price, even if such an order has been delayed. Any of the above delays may cause a market order to be executed at a price significantly away from the price quoted or displayed at the time the order is entered. For example, in a fast market environment, even “real-time” quotes may be far behind what is currently happening in the market. In addition, the number of shares available at the current quote may change rapidly, affecting the likelihood of the quoted price being available to you. These factors may be particularly compounded when placing a market order for securities issued as part of an IPO where the securities have recently begun trading in the secondary market. If these securities are trading at a much higher price than their offering price (“hot issues”) under fast market conditions, a market order may be executed substantially away from the market price that was in existence at the time you placed the order.

Limit Orders: Limit orders, unlike market orders, will be executed, if at all, at or better than the price specified in the order. Therefore, you should use limit orders rather than market orders under these conditions and at any other time when you want to limit the execution price of a trade. Limit orders can significantly reduce your risk of receiving an execution at a price other than your expected execution price (which is often based on the price of the security at the time you first submit your order). With a limit order, you specify the lowest sale price (for a sell order) or the highest purchase price (for a buy order) beyond which the order may not be executed. Please be cautioned, however, that while a limit order may provide this price protection, there is a risk that your limit order may never be executed, even if the security trades at the limit price. As a result, Vision can make no assurance that such limit orders will be executed at all.

Cancel and Replacement Orders: Because of the potential delays described above, in the event that you do not receive a trade report that indicates that your order has been executed, we understand that you may be concerned that your order has not been executed. In such an event, you may be tempted to try to cancel your initial market order, and enter a new order. However, as described above, market orders must be executed as promptly as possible. Therefore, it may not be feasible to cancel a market order, even if a trade report confirming the execution has not yet been issued or received by you. Entry of a cancellation request does not assure cancellation of an order. Entering an instruction to cancel the order and entering a separate replacement order may result in your being responsible for the execution of duplicate orders if the cancellation order cannot be processed in a timely fashion. To avoid creating duplicate orders, you should consider these delays and the chance that your order has already been executed but not yet reported, before canceling and/or changing the order. Canceling and replacing the order does not expedite a trade report when a security is trading in a fast or otherwise volatile market. In fact, these actions have the opposite effect by adding more stress to the trading systems and creating more information to process. While we will endeavor to cancel an order if we receive a cancellation request prior to execution of the order or prior to the entry of the order into an automatic execution facility from which the order cannot be readily withdrawn, no assurance can be made that we will be able to do so.

Held and Not Held Orders: When you submit an order to buy or an order to sell, we must designate that order as either “held” or “not held” in accordance with applicable regulatory requirements. Generally, smaller market orders are designated as “held” orders, meaning that they must be fully and promptly executed without regard to price. However, larger orders (generally greater than 10,000 shares and $100,000) may be eligible for personal handling by a professional at Vision or another broker/dealer. If you ask Vision or another broker/dealer to personally handle this order, Vision (or a third party utilized by Vision) or another broker/dealer may choose to wait until market conditions improve before executing all or a portion of it. Because changes in stock prices may be unpredictable, there can be no guarantee that a professional will execute your order at a better price than you might have otherwise obtained. These orders are classified as “not held,” meaning that you are “not holding” Vision or another broker/dealer to provide an immediate execution.

Orders to Sell Securities: All sales are assumed to be “long sales” unless the sale is designated as a “short sale.” Long sales are sales of securities held by you in the account that is making the sale. Short sales are sales of a security that you do not own, or otherwise any sale consummated by the delivery of a security borrowed by the seller, usually from a broker. Short sales are only authorized in accounts that have margin approval, and only where Vision can make arrangements to borrow the stock. In certain circumstances, Vision will be obligated to close-out short sales in securities even though an initial determination had been made that the securities could be located for borrowing (e.g., the lender recalls securities that were loaned and replacement securities cannot be obtained). In those cases, you will be responsible for the cost of returning the stock to the stock lender.

Your Responsibility as an Electronic Account Holder: You are responsible for all activity in your account. You must notify Vision immediately if you are concerned about your account for any reason, including the unauthorized use of passwords, failure to receive written confirmation of an order after it was entered and you received a status message indicating that the order was “Executed,” receipt of an erroneous status message regarding an order, failure to receive a reference number for an order that has been submitted, a discrepancy in the balance or security positions in an account, or a change to your e-mail address. In addition, you acknowledge that your use of the Service may be monitored by Vision and the resulting information used by Vision in any manner consistent with the Vision’s Privacy Policy.

No Representations Made as to Other Sites or Links; No Representations as to Positions Held Away: The Service may provide links to certain Internet sites (the “Sites”) sponsored and maintained by third parties. Vision is providing such links solely as a convenience to you. Accordingly, Vision makes no representations concerning the content of the Sites. The fact that Vision has provided a link to a Site does not constitute an endorsement, authorization, sponsorship, or affiliation by Vision with respect to that Site, its owners, or its providers. Vision has not tested any information, software, or products found on any of the Sites and therefore does not make any representations with respect thereto, including any representations regarding the content or sponsors of the Site, or the suitability or appropriateness of the products or transactions described therein. The Service may also permit you to monitor positions that you hold at another financial institution (referred to as “positions held away” or “positions custodied away”). The ability to monitor positions held away is provided solely as a convenience and is based on information provided by or through you. Vision makes no representation whatsoever to you concerning the accuracy of this information, and, in particular, the accuracy of the valuations reflected for these positions and your ability to liquidate them or to obtain the stated values on liquidation. To the extent that any advice or results of any analytic tools are dependent upon information about positions held away, you agree that the advice or results will depend on the accuracy, timeliness and completeness of the information provided to Vision, for which you remain solely responsible. Positions held away are not in the custody or control of Vision, nor are they covered by SIPC or other insurance provided through Vision.

Additional Resources Related to Online Trading: The following information is provided by regulatory authorities. In general, they address trading securities through use of electronic services and the Internet.

*FINRA Investor Resources (http://www.finra.org/Investors/index.htm) – The investor resources page of the Financial Industry Regulatory Authority, Inc. (FINRA) web site that provides information about FINRA services, investor awareness and educational information regarding investing.

*NASAA Investor Education (http://www.nasaa.org/investor-education) – The investor education page of the North American Securities Administrators Association, Inc. (NASAA) Web site that provides information from state securities regulators designed to help investors recognize and avoid securities fraud.

Risks Associated with Using Margin

Vision is furnishing this information to you to provide facts about purchasing securities on margin, and to alert you to the risks involved with trading securities in a margin account. Before trading securities in a margin account, you should understand these risks and carefully review Vision’s Margin Supplement. Consult your financial advisor or Vision’s Client Services team regarding any questions or concerns you may have with your margin account or margin generally.

When you purchase securities, you may pay for the securities in full or you may borrow part of the purchase price from Vision If you choose to borrow funds from Vision, you will open a margin account with us. The securities purchased are the firm’s collateral for the loan to you. If the securities in your account decline in value, so does the value of the collateral supporting your loan, and, as a result, Vision can take action, such as issue a margin call and/or sell securities or other assets in any of your accounts held with the member, in order to maintain the required equity in the account.

It is important that you fully understand the risks involved in trading securities on margin. These risks include the following:

  • You can lose more funds than you deposit in your account(s). If the securities you purchased on margin decline in value, you will be required to provide additional securities or cash to Vision to avoid the forced sale of the securities or other assets in your account(s).
  • Vision can force the sale of securities or other assets in your account(s). If the equity in your account falls below the maintenance margin requirements under the law, or Vision’s higher “house” requirements, we can sell the securities or other assets in any of your accounts held at Vision to cover the margin deficiency. You also will be responsible for making up any short fall in the account after such a sale.
  • Vision can sell your securities or other assets without contacting you. Some investors mistakenly believe that Vision must contact them for a margin call to be valid, and that Vision cannot liquidate securities or other assets in their accounts to meet the call unless Vision has contacted them first. This is not the case. Vision will attempt to notify customers of margin calls, but we are not required to do so. However, even if Vision has contacted you and provided a specific date by which you can meet a margin call, we can still take necessary steps to protect our financial interests, including immediately selling the securities or other assets without notice to you.
  • You are not entitled to choose which securities or other assets in your account(s) are liquated or sold to meet a margin call. Because the securities are collateral for Vision’s margin loan to you, Vision has the right to decide which securities to sell in order to protect our interests.
  • Vision can increase its “house” maintenance margin requirements at any time and is not required to provide you advance written notice. These changes in Vision’s policy often take effect immediately and may result in the issuance of a maintenance margin call. Your failure to satisfy the call may cause us to liquidate or sell securities in your account(s).
  • You are not entitled to an extension on time on a margin call. While Vision may grant you an extension of time to meet margin requirements, we are not required to do so and you do not have a right to an extension.
  • Short selling is a margin account transaction and entails the same risks as described above. Vision can use your account(s) to buy securities to cover a short position without contacting you. If you don’t have sufficient assets, you are responsible for the shortfall and collection costs.
  • Vision can loan out (to itself or others) the securities that collateralized your margin borrowing. If we do, you may not be entitled to receive, with respect to securities that are lent, certain benefits that normally accrue to a securities owner, such as the ability to exercise voting rights, or to receive interest, dividends or other distributions. Although you may receive substitute payments in lieu of distributions, these payments may not receive the same tax treatments as actual interest, dividends or other distributions, and you may therefore incur additional tax liability for substitute payments. Vision may allocate substitute payments by lottery or in any other manner permitted by law, rule or regulation. Please note that any substitute payments Vision makes are voluntary, and may be discontinued at any time.
  • Checkwriting, cards and bill payment services may increase your risk of a margin call. If Vision provides any of these services to you, any debits that are posted to your account(s) when no income or account assets are available will increase your margin balance.

Risks Associated with Trading Options

Vision is furnishing this information to you to provide facts about trading options, and to alert you to the risks involved. Before trading options, you should understand these risks and carefully review Vision’s Options Supplement. The information below is not intended to enumerate all of the risks entailed in trading options. It is expected that you will read the booklet entitled “Characteristics and Risks of Standardized Options” (see www.theocc.com). In particular, please direct your attention to Chapter X, “Principal Risks of Options Positions.”

Risk of Buying Options: An option buyer (holder) runs the risk of losing the entire amount paid for the option in a relatively short period of time. The risk reflects the nature of an option as a wasting asset which becomes worthless when it expires. An option holder who neither sells his option in the secondary market nor exercises it prior to its expiration will lose his entire investment in the option. The more an option is out-of-the-money and the shorter the time remaining to expiration the greater the risk that an option holder will lose all or part of his investment in the option.

Risk of Covered Call Writing: The writer of a covered call forgoes the opportunity to benefit from an increase in the value of the underlying instrument above the option price, but continues to bear the risk of a decline in the value of the underlying instrument.

Special Risks for Uncovered Option Writers: There are special risks associated with uncovered option writing which expose the investor to potentially significant loss. Therefore, this type of strategy may not be suitable for all customers approved for options transactions. These risks include:

(a) The potential loss of uncovered call writing is unlimited. The writer of an uncovered call is in an extremely risky position, and may incur large losses if the value of the underlying instrument increases above the exercise price.

(b) As with writing uncovered calls, the risk of writing uncovered put options is substantial. The writer of an uncovered put option bears a risk of loss if the value of the underlying instrument declines below the exercise price. Such loss could be substantial if there is a significant decline in the value of the underlying instrument.

(c) Uncovered option writing is thus suitable only for the knowledgeable investor who understands the risks, has the financial capacity and willingness to incur potentially substantial losses, and has sufficient liquid assets to meet applicable margin requirements. In this regard, if the value of the underlying instrument moves against an uncovered writer’s options position, Vision may request significant additional margin payments from you. If you do not make such margin payments, Vision may liquidate stock or options positions in your account, with little or no prior notice in accordance with your margin agreement.

(d) For combination writing, where the investor writes both a put and a call on the same underlying instrument, the potential risk is unlimited.

(e) If a secondary market in options were to become unavailable, investors could not engage in closing transactions, and an option writer would remain obligated until expiration or assignment.

(f) The writer of an “American-style” option is subject to being assigned an exercise (i.e., having the option exercised) at any time after he has written the option until the option expires. By contrast, the writer of a “European-style” option is subject to exercise assignment only during the exercise period.

Important Information on Penny Stocks

This statement is required by the U.S. Securities and Exchange Commission (SEC) and contains important information on penny stocks. You are urged to read it before making a purchase or sale.

Penny stocks can be very risky.

Penny stocks are low-priced shares of small companies not traded on an exchange or quoted on NASDAQ. Prices often are not available. Investors in penny stocks often are unable to sell stock back to the dealer that sold them the stock. Thus, you may lose your investment. Be cautious of newly issued penny stock.

Your salesperson is not an impartial advisor but is paid to sell you the stock. Do not rely only on the salesperson, but seek outside advice before you buy any stock. If you have problems with a salesperson, contact the firm’s compliance officer or the regulators listed below.

Information you should get.

Before you buy penny stock, [effective January 1, 1993] federal law requires your salesperson to tell you the “offer” and the “bid” on the stock, and the “compensation” the salesperson and the firm receive for the trade. The firm also must mail a confirmation of these prices to you after the trade.

You will need this price information to determine what profit, if any, you will have when you sell your stock. The offer price is the wholesale price at which the dealer is willing to sell stock to other dealers. The bid price is the wholesale price at which the dealer is willing to buy the stock from other dealers. In its trade with you, the dealer may add a retail charge to these wholesale prices as compensation (called a “markup” or “mark-down”).

The difference between the bid and the offer price is the dealer’s “spread.” A spread that is large compared with the purchase price can make a resale of a stock very costly. To be profitable when you sell, the bid price of your stock must rise above the amount of this spread and the compensation charged by both your selling and purchasing dealers. If the dealer has no bid price, you may not be able to sell the stock after you buy it, and may lose your whole investment.

Brokers’ duties and customer’s rights and remedies.

If you are a victim of fraud, you may have rights and remedies under state and federal law. You can get the disciplinary history of a salesperson or firm from the Financial Industry Regulatory Authority (FINRA) at 1-800-289-9999, and additional information from your state securities official, at the North American Securities Administrators Association’s central number: (202) 737-0900. You also may contact the SEC with complaints at (202) 272-7440.

FURTHER INFORMATION

THE SECURITIES BEING SOLD TO YOU HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION. MOREOVER, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT PASSED UPON THE FAIRNESS OR THE MERITS OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN ANY PROSPECTUS OR ANY OTHER INFORMATION PROVIDED BY AN ISSUER OR A BROKER OR DEALER.

Generally, penny stock is a security that:

  • Is priced under five dollars;
  • Is net traded on a national stock exchange or on NASDAQ (the FINRA’s automated quotation system for actively traded stocks);
  • May be listed in the “pink sheets” or the FINRA OTC Bulletin Board;
  • Is issued by a company that has less than $5 million in net tangible assets and has been in business less than three years, by a company that has under $2 million in net tangible assets and has been in business for at least three years, or by a company that has revenues of $6 million for 3 years.

Use caution when investing in penny stocks:

  1. Do not make a hurried investment decision. High-pressure sales techniques can be a warning sign of fraud. The salesperson is not an impartial advisor, but is paid for selling stock to you. The salesperson also does not have to watch your investment for you. Thus, you should think over the offer and seek outside advice. Check to see if the information given by the salesperson differs from other information you may have. Also, it is illegal for salespersons to promise that a stock will increase in value or is risk-free, or to guarantee against loss. If you think there is a problem, ask to speak with a compliance official at the firm, and, if necessary, any of the regulators referred to in this statement.
  2. Study the company issuing the stock. Be wary of companies that have no operating history, few assets, or no defined business purpose. These may be sham or “shell” corporations. Read the prospectus for the company carefully before you invest. Some dealers fraudulently solicit investors’ money to buy stock in sham companies, artificially inflate the stock prices, then cash in their profits before public investors can sell their stock.
  3. Understand the risky nature of these stocks. You should be aware that you may lose part or all of your investment. Because of large dealer spreads, you will not be able to sell the stock immediately back to the dealer at the same price it sold the stock to you. In some cases, the stock may fall quickly in value. New companies, whose stock is sold in an “initial public offering,” often are riskier investments. Try to find out if the shares the salesperson wants to sell you are part of such an offering. Your salesperson must give you a “prospectus” in an initial public offering, but the financial condition shown in the prospectus of new companies can change very quickly.
  4. Know the brokerage firm and the salespeople with whom you are dealing. Because of the nature of the market for penny stock, you may have to rely solely on the original brokerage firm that sold you the stock for prices and to buy the stock back from you. Ask FINRA or your state securities regulator, which is a member of the North American Securities Administrators Association, Inc. (NASAA), about the licensing and disciplinary record of the brokerage firm and the salesperson contacting you. The telephone numbers of the FINRA and the NASAA are listed in this “Penny Stock” section.
  5. Be cautious if your salesperson leaves the firm. If the salesperson who sold you the stock leaves his or her firm, the firm may reassign your account to a new salesperson. If you have problems, ask to speak to the firm’s branch office manager or a compliance officer. Although the departing salesperson may ask you to transfer your stock to his or her new firm, you do not have to do so. Get information on the new firm. Be wary of requests to sell your securities when the salesperson transfers to a new firm. Also, you have the right to get your stock certificate from your selling firm. You do not have to leave the certificate with that firm or any other firm.YOUR RIGHTS

    Disclosures to you. Under penalty of federal law, [effective January 1, 1993] your brokerage firm must tell you the following information at two different times – before you agree to buy or sell a penny stock, and after the trade, by written confirmation:

    The bid and offer price quotes for penny stock, and the number of shares to which the quoted prices apply. The bid and offer quotes are the wholesale prices at which dealers trade among themselves. These prices give you an idea of the market value of the stock. The dealer must tell you these price quotes if they appear on an automated quotation system approved by the SEC. If not, the dealer must use its own quotes or trade prices. You should calculate the spread, the difference between the bid and offer quotes, to help decide if buying the stock is a good investment.

    A lack of quotes may mean that the market among dealers is not active. It thus may be difficult to resell the stock. You also should be aware that the actual price charged to you for the stock may differ from the price quoted to you for 100 shares. You should therefore determine, before you agree to a purchase, what the actual sales price (before the markup) will be for the exact number of shares you want to buy.

    The brokerage firm’s compensation for the trade. A markup is the amount a dealer adds to the wholesale offer price of the stock and a markdown is the amount it subtracts from the wholesale bid price of the stock as compensation. A markup/markdown usually serves the same role as a broker’s commission on a trade. Most of the firms in the penny stock market will be dealers, not brokers.

    The compensation received by the brokerage firm’s salesperson for the trade. The brokerage firm must disclose to you, as a total sum, the cash compensation of your salesperson for the trade that is known at the time of the trade. The firm must describe in the written confirmation the nature of any other compensation of your salesperson that is unknown at the time of the trade.

    In addition to the items listed above, your brokerage firm must send to you:

    Monthly account statements. In general, [effective January 1, 1993] your brokerage firm must send you a monthly statement that gives an estimate of the value of each penny stock in your account, if there is enough information to make an estimate. If the firm has not bought or sold any penny stocks for your account for six months, it can provide these statements every three months.

    A Written Statement of Your Financial Situation and Investment Goals. In general, unless you have had an account with your brokerage firm for more than one year, or you have previously bought three different penny stocks from that firm, your brokerage firm must send you a written statement for you to sign that accurately describes your financial situation, your investment experience, and your investment goals, and that contains a statement of why your firm decided that penny stocks are a suitable investment for you. The firm also must get your written consent to buy the penny stock.

    Legal remedies. If penny stocks are sold to you in violation of your rights listed above, or other federal or state securities laws, you may be able to cancel your purchase and get your money back. If the stocks are sold in a fraudulent manner, you may be able to sue the persons and firms that caused the fraud for damages. If you have signed an arbitration agreement, however, you may have to pursue your claim through arbitration. You may wish to contact an attorney. The SEC is not authorized to represent individuals in private litigation.

    However, to protect yourself and other investors, you should report any violations of your brokerage firm’s duties listed above and other securities laws to the SEC, FINRA, or your state securities administrator at the telephone numbers on the first page of this document. These bodies have the power to stop fraudulent and abusive activity of salespersons and firms engaged in the securities business. Or you can write to the SEC at 450 Fifth St., N.W., Washington, D.C. 20549; FINRA at 1735 K Street, N.W., Washington, D.C. 20006; or NASAA at 555 New Jersey Avenue, N.W., Suite 750, Washington, D.C. 20001. NASAA will give you the telephone number of your state’s securities agency. If there is any disciplinary record of a person or firm, FINRA, NASAA, or your state securities regulator will send you this information if you ask for it.

    MARKET INFORMATION

    The market for penny stocks. Penny stocks usually are not listed on an exchange or quoted on the NASDAQ system. Instead, they are traded between dealers on the telephone in the “over-the-counter” market. FINRA’s OTC Bulletin Board also will contain information on some penny stocks. At times, however, price information for these stocks is not publicly available.

    Market domination. In some cases, only one or two dealers, acting as “market makers,” may be buying and selling a given stock. You should first ask if a firm is acting as a broker (your agent) or as a dealer. A dealer buys stock itself to fill your order or already owns the stock. A market maker is a dealer who holds itself out as ready to buy and sell stock on a regular basis. If the firm is a market maker, ask how many other market makers are dealing in the stock to see if the firm (or group of firms) dominates the market. When there are only one or two market makers, there is a risk that the dealer or group of dealers may control the market in that stock and set prices that are not based on competitive forces. In recent years, some market makers have created fraudulent markets in certain penny stocks, so that stock prices rose suddenly, but collapsed just as quickly, at a loss to investors.

    Mark-ups and mark-downs. The actual price that the customer pays usually includes the mark-up or mark-down. Markups and markdowns are direct profits for the firm and its salespeople, so you should be aware of such amounts to assess the overall value of the trade.

    The “spread.” The difference between the bid and offer price is the spread. Like a mark-up or mark-down, the spread is another source of profit for the brokerage firm and compensates the firm for the risk of owning the stock. A large spread can make a trade very expensive to an investor. For some penny stocks, the spread between the bid and offer may be a large part of the purchase price of the stock. Where the bid price is much lower than the offer price, the market value of the stock must rise substantially before the stock can be sold at a profit. Moreover, an investor may experience substantial losses if the stock must be sold immediately.

    Example: If the bid is $0.04 per share and the offer is $0.10 per share, the spread (difference) is $0.06, which appears to be a small amount. But you would lose $0.06 on every share that you bought for $0.10 if you had to sell that stock immediately to the same firm. If you had invested $5,000 at the $0.10 offer price, the market maker’s repurchase price, at $0.04 bid, would be only $2,000; thus you would lose $3,000, or more than half of your investment, if you decided to sell the stock. In addition, you would have to pay compensation (a “mark-up,” “mark-down,” or commission) to buy and sell the stock.

    In addition to the amount of the spread, the price of your stock must rise enough to make up for the compensation that the dealer charged you when it first sold you the stock. Then, when you want to resell the stock, a dealer again will charge compensation, in the form of a markdown. The dealer subtracts the markdown from the price of the stock when it buys the stock from you. Thus, to make a profit, the bid price of your stock must rise above the amount of the original spread, the markup, and the markdown.

    Primary offerings. Most penny stocks are sold to the public on an ongoing basis. However, dealers sometimes sell these stocks in initial public offerings. You should pay special attention to stocks of companies that have never been offered to the public before, because the market for these stocks is untested. Because the offering is on a first-time basis, there is generally no market information about the stock to help determine its value. The federal securities laws generally require broker-dealers to give investors a “prospectus,” which contains information about the objectives, management, and financial condition of the issuer. In the absence of market information, investors should read the company’s prospectus with special care to find out if the stocks are a good investment. However, the prospectus is only a description of the current condition of the company. The outlook of the start-up companies described in a prospectus often is very uncertain.

    For more information about penny stocks, contact the Office of Filings, Information, and Consumer Services of the U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, (202) 272-7440.

    No Tax Advice

    All information available through this Service that describes tax rates, tax gains or losses, long term versus short term tax treatment and any other information relating in any way to tax events, tax rates, the tax exempt or taxable nature of a particular security or securities in general or any other tax information is for general guidance only and, except for official Form 1099s, should not be used for tax purposes. This information is not intended and should not be construed as tax, accounting or legal advice. Please consult with your tax advisor regarding the tax consequences of your investment decisions before acting based on this information. The cost basis and acquisition dates for securities delivered into your Vision account after purchase were provided by you or a third party. As a result even though this information may be displayed on the site and may be used in various calculations made with respect to your portfolio or trades (including tax lots reporting or trading) Vision makes no representation as to the accuracy of such information. Realized and unrealized gains and loss values do not include securities for which cost basis is unavailable. Also, the site will not take into account the effect on tax lots of losses disallowed under the wash sale rules, constructive sales, straddles or similar tax rules. Further, please note that this tax information does not update on a real-time basis.

    SIPC Insurance

    Vision is a member of the Securities Investor Protection Corporation (“SIPC”), which protects the customer assets of its members up to $500,000 (including a maximum of $250,000 for claims for cash). An explanatory brochure is available upon request or by visiting http://www.sipc.org. This protection does not safeguard against a decline or loss in market value of the securities in your account.

    Business Continuity Statement

    Vision Financial Markets LLC (“Vision”) is deeply committed to providing our customers with secure and uninterrupted access to their accounts. Our commitment includes providing information regarding the actions to be taken in the event of a significant disruption of business operations due to the impact of a natural disaster, power outage, terrorist action or other adverse event. Should we experience such an interruption to our operations, Vision’s Business Continuity Plan is designed to facilitate the continuation of core business functions such as the execution and recording of customer orders, recordkeeping and safeguarding of customer assets and the continued servicing of customers accounts and those duties required by Vision’s various regulatory overseers.

    Vision has designed a comprehensive continuity plan which leverages its diverse geographical locations and highly resilient voice and data communication backbone. Utilizing state-of-the-art software and hardware platforms across multiple sites to ensure high availability and reliability in the processing and servicing of its customer, Vision has leveraged technologies such as server virtualization, high availability hardware, continuous generator backup, redundant cooling and others which it has deemed necessary to meet its goal of providing the highest level of customer service and support. Vision’s highly trained team of professionals is positioned to recover its key operational and trading functions within a 2-4 hour time frame with other non-core business functions recoverable within a 24-48 hour timeframe following a significant disruption.

    While it is impossible to create a plan which can account for every form of risk or potential disruptive event, Vision believes it has taken the appropriate steps to address those which are likely to challenge the viability of its continued business operations and to strive to continually review, test and update our plans to protect our customers and their assets. Further information regarding this plan may be requested in writing to : Vision Financial Markets LLC, Four High Ridge Park, Stamford, CT 06905 or by visiting our Web site at www.visionfinancialmarkets.com.

Customer Agreement

Table of Contents

Individual and Joint

In consideration of Vision Financial Markets LLC accepting one or more securities accounts for the undersigned, it is agreed:

1. DEFINITIONS.

(a) “Account” means any securities account you open with Vision.

(b) “Correspondent” means a broker/dealer which utilizes Vision to perform securities clearing services on its behalf. The Customer accounts of a Correspondent are carried on Vision’s books and records.

(c) “Customer”, “you” or “your” refers to the undersigned and any other actual or beneficial owner of property in the Account.

(d) “Securities and other property” means securities or other property held, carried or maintained by Vision, in Vision’s possession and control, for any purpose, in your Account, including any account in which you may have an interest. “Securities and other property” includes, without limitation, money, securities and financial instruments of every kind and nature, and related contracts and options.

(e) “Vision”, “we”, “us” or “our” refers to Vision Financial Markets LLC.

(f) Captions and headings of this agreement are for descriptive purposes only and are not to be considered in its interpretation.

2. OWNERSHIP AND AUTHORIZATION. You agree that you are the rightful owner of all Securities and other property purchased, held and sold by you through Vision. You authorize Vision to purchase and sell Securities and other property for your Account in accordance with your oral, electronic or written instructions. We shall not be liable for acting on any false or erroneous oral or written instructions if the instructions reasonably appeared to us to be genuine or accurate. Vision shall be under no duty or obligation whatsoever to verify, confirm, inquire into or otherwise assure that any instructions or orders given to us by any authorized representative are your authorized acts. In the event of conflicting instructions, Vision reserves the right to take no action with respect to such instructions until the dispute is resolved to the satisfaction of Vision. You shall hold the Vision Parties (as defined below) harmless from any losses arising from Vision’s reliance on and action taken based on instructions from any authorized representative. If Vision believes there is a dispute concerning the control or ownership of Securities and other property in your Account, Vision may, but is not obligated to, take one or more of following actions, without any liability, until such dispute is resolved to our satisfaction:

(a) Restrict activity in the Account;

(b) Require that all instructions be in writing, signed by you or your duly authorized representative; and

(c) File an interpleader action in an appropriate court at your expense.

3. GOVERNMENTAL AND EXCHANGE RULES. All transactions shall be subject to the constitution, by-laws, rules, regulations, customs, usages, rulings and interpretations of the exchanges, markets and clearing organizations where executed and settled and to all rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”), Chicago Board Options Exchange (“CBOE”), Securities and Exchange Commission (“SEC”), other markets and regulatory organizations, and all applicable federal or state statutes, rules and regulations (collectively, “Governing Regulations”). If any Governing Regulations change, those changes shall be binding upon Vision and you as if made a part of this agreement without any additional action on Vision’s or your part. If this agreement is incompatible with any current or future Governing Regulations, the affected provisions of this agreement shall be deemed modified or superseded, as the case may be, by the applicable provisions of such Governing Regulations, and all other provisions of this agreement and provisions so modified shall in all respects continue in full force and effect. Vision’s failure to comply with any such Governing Regulations shall not be a breach of this agreement or otherwise impose liability upon Vision nor relieve you of any obligations hereunder. If you are subject to any Governing Regulation, Vision shall have no duty to determine whether you are in compliance with any Governing Regulation.

4. LIENS, COLLATERAL AND TRANSFER AUTHORIZATION. This section applies to margin accounts or if there is a deficit in your cash Account.

(a) All of your Securities and other property now and hereafter held, carried or maintained by Vision (or by any of its affiliates) in Vision’s possession or control (or in the possession and control of any such affiliates) for any purpose, in or for any of your Accounts, now or hereafter opened, including any account, margin or cash, in which you have an interest, or which at any time are in your possession or under your control, shall be subject to a lien and security interest for the payment and discharge of, and a right of set off for, any and all indebtedness or any other obligations you may have to Vision. You agree that Vision holds all your Securities and other property as security for the payment of any such liability or indebtedness to Vision in any said account. Vision, in its sole discretion, without prior notice to you, may use, credit, apply or transfer interchangeably between any of your Accounts at Vision (or an affiliate of Vision) whenever Vision considers such a transaction necessary for its protection. In enforcing this lien and security interest, Vision, in its sole discretion, may determine which Securities and other property are to be sold and which contracts to be closed in order to satisfy any indebtedness or obligation you have to Vision. You irrevocably appoint Vision as your attorney-in-fact with power of substitution to execute any documents for the perfection or registration of such general lien and security interest.

(b) Vision may invest and reinvest any funds you deposit, subject to Governing Regulations, and Vision shall be under no obligation to pay you any interest on cash balances or to provide any other benefit derived from the investment of your Securities and other property.

(c) You understand that any balance due on your Account is payable immediately and Vision may demand payment of the full amount of any balance due on your Account at any time. If any dividend, interest, distribution or similar payment is made on your Account, Vision is authorized, but not required, to apply the payment to any balance due on your Account.

5. BREACH; LIQUIDATION OF ACCOUNTS AND PAYMENT OF COSTS.

(a) Vision shall have all rights and remedies available to a secured creditor under Governing Regulations, in addition to the rights and remedies provided herein. In the event of a breach, repudiation, or default by you, you understand that Vision may at any time, at our sole discretion and without prior notice to you: prohibit or restrict your access to the use of Vision’s Web site (including any order entry system) or related services and your ability to trade; refuse to accept any of your transactions; refuse to execute any of your transactions; and/or terminate your Account. The closing of the Account will not affect the rights and/or obligations of either party incurred prior to the date the Account is closed.

(b) In the event of (i) your death or judicial declaration of your incompetency, (ii) the filing of a petition in bankruptcy, a petition for the appointment of a receiver by or against you or a joint tenant in the account, or an assignment for the benefit of creditors, (iii) an attachment, garnishment or levy on your Account, (iv) insufficient margin as determined by Vision in its sole discretion, (v) Vision’s determination that any collateral deposited to protect one or more of your Accounts is inadequate or insufficient regardless of market quotations to secure such Account, (vi) any representations or warranties under this agreement shall be untrue in any material respect when made or repeated or (vii) any other circumstances that Vision deems necessary or appropriate, Vision is hereby authorized to take any or all of the following actions regarding your Account: (A) satisfy any obligation you may have to Vision out of any of your Securities and other property held by Vision or an affiliate of Vision; (B) liquidate any or all of your positions and assets without demand or notice and apply the proceeds to satisfy your obligations; (C) set-off, net and/or recoup any Vision obligations against your obligations; (D) convert any obligation from one currency to another currency; (E) cancel any or all open orders; (F) purchase Securities to cover the sale of Securities; and (G) take any other action Vision deems appropriate. Any or all of the above actions may be taken at Vision’s discretion without demand and without prior notice to you or the tenants in any joint account. You shall at all times be liable for the payment of any deficit in your Account upon demand by Vision. You shall be responsible for and shall promptly pay to Vision all Account deficits and other obligations you may owe to Vision (collectively, “Customer Debts”), plus interest thereon at rates set forth in Section 15. You further agree to pay all of Vision’s costs and expenses, including without limitation in-house and outside attorneys’ fees, incurred in collecting Customer Debts in any legal proceeding unless you are the prevailing party. Customer Debts are payable on the date incurred without demand by Vision.

6. ORDERS FOR DELIVERY AND SETTLEMENT; PAYMENTS FOR PURCHASES AND SALES.

(a) You will designate each order to sell as a “long” sell order or a “short” sell order. A “short” sale means the sale of a security not owned by you. Vision may, at its sole discretion and without prior notice to you, cover any short sale in your Account. You understand that “cover” means the purchase, at the current market price, of securities that were previously sold short. When you designate a sale as “long”, you are promising to Vision that you own the security and promise that, if the security is not in Vision’s possession when you place the sale order, you will deliver the security to Vision by the settlement date. If you fail to deliver the security to Vision by the settlement date, Vision may purchase the security, at the current market price, for your Account and you will be responsible and agree to compensate Vision for any loss, commission and/or fees.

(b) Where required by Governing Regulations, in placing any sell order with, or reporting a sell order to us for, a long account, you shall designate the order as such. No order may be designated as being for a “long” account unless (i) you own the relevant securities and (ii) either such securities are in our physical possession and control at the time you place the order or, upon your request, we have determined that Vision may reasonably expect such securities to be in its physical possession or control in good deliverable form by settlement date. Your designation of an order as “long” shall constitute your representation that (i) and (ii) are true and accurate statements. In addition, the designation of a sell order for a long account shall constitute a representation that such security may be sold without any restriction in the open market.

(c) When you instruct us to purchase a security, you will make payment to Vision on or before the settlement date. If you fail to make payment by the settlement date, you authorize Vision, at Vision’s sole discretion and without prior notice to you, to sell the purchased security or any other securities in your Account to satisfy the debt, and you understand that you will be solely responsible for any resulting loss. Alternatively, if you fail to pay for a security purchased by you by the settlement date, you understand that your Account can be charged a late fee in addition to interest on the full amount of the deficit in your cash Account.

(d) If, for any transaction, you fail to make payment or deliver securities in good form, you authorize Vision to take all steps necessary to complete or cancel the transaction to minimize loss. You agree to reimburse Vision for any and all costs, losses and liabilities incurred by Vision, including attorneys’ fees (both in-house and outside attorneys). In the event you become indebted to Vision with respect to your Account, you agree that you will satisfy such indebtedness upon demand. You agree that if, after demand, you fail to pay the indebtedness, Vision may close the Account and/or liquidate any Securities and other property in the Account, or otherwise held by Vision, in an amount sufficient to pay your indebtedness, plus interest accrued thereon, and take any other action permitted by this agreement or the Governing Regulations.

(e) You will provide us with any necessary documentation (including prospectuses and opinions) in order to satisfy legal transfer requirements, if any, in accordance with Governing Regulations.

7. FEES.

(a) You agree to pay such brokerage fees, commissions, transaction fees and account charges as Vision may impose from time to time. Such fees include, without limitation, fees imposed by FINRA, exchanges and clearing houses, and processing and servicing charges. Insignificant residuals on block trades may be held by Vision and treated as additional servicing charges. In the event that your Account is transferred to another broker, Vision may charge a reasonable transfer fee. If your Account falls below a market value of $25,000, and has no trading activity for the prior six months, Vision may charge an inactive account fee of $25 per quarter, provided that this charge shall not apply to an Individual Retirement Account (dividend reinvestment does not constitute “trading activity”). If in order to trade on a foreign exchange, your funds are converted from U.S. dollars to a foreign currency or from a foreign currency to U.S. dollars, Vision may charge a reasonable markup in addition to the prevailing exchange rates. Vision may adjust its fees from time to time without prior notice to you. You authorize Vision to pay such fees from assets in your Account and, if necessary, by selling other assets in the Account. Vision reserves the right to change its fees or charges, or to implement additional fees or charges at any time, except as limited by applicable law. Fees are non-refundable.

(b) If you own physical certificates of stocks and/or bonds and request that Vision hold such certificates in its possession for safekeeping, Vision will charge you an annual safekeeping fee of $100 per certificate. Furthermore, if you request that a physical certificate be transferred and shipped to you, a $175.00 fee per transfer request will be charged by Vision. Additional fees may apply regarding services not listed in this paragraph for physical certificates.

8. STATEMENTS AND CONFIRMATIONS. All notices, demands, reports or other communications shall be transmitted to you at the address or, in the case of communications, the telephone number or e-mail address (if you have consented to e-mail delivery), shown on the account application or to such other address you designate in writing. All communications to you shall be deemed to have been received by you personally at the time so sent to you or your authorized agent, whether actually received or not. Reports of the execution of orders, trade confirmations or other notices shall be conclusive and final and shall be deemed to be accepted and ratified by you, unless you object by written communication actually received by Vision at its principal office within two (2) business days after delivery of or communication of the confirmation, report or notice to you by Vision. In addition, if Vision has not promptly advised you of the status of any order placed by you, you shall promptly, but in no event later than 24 hours after an order has been placed, contact Vision by telephone to verify your Account status. Your failure to contact Vision shall relieve Vision of any responsibility or liability with respect to such order. All orders shall only be good for the day such orders are placed, unless specified by you to be open orders. Any open order placed by you will not be cancelled by Vision unless you specifically requests cancellation. Vision shall not be held responsible for delays in the transmission or execution of orders due to a breakdown, delay in or failure of transmission or communication facilities, or for any other cause beyond Vision’s control. YOU MUST OBJECT TO YOUR MONTHLY STATEMENTS, TRADE CONFIRMATIONS OR OTHER NOTICES IN WRITING AND DIRECT SUCH NOTICES TO VISION AT: FOUR HIGH RIDGE PARK, STAMFORD, CT 06905 OR BY FACSIMILE TO 203.321.0071, ATTN: COMPLIANCE DEPARTMENT, WITHIN THE TIME PERIOD SET FORTH ABOVE. YOUR FAILURE TO OBJECT TIMELY AND IN WRITING SHALL CONSTITUTE RATIFICATION OF ALL ACTIONS TAKEN BY VISION OR ITS AGENTS.

9. NO TAX, ACCOUNTING, LEGAL OR MARKET ADVICE. You acknowledge that Vision does not provide any tax, accounting or legal advice of any kind to you. Vision does not give advice or offer any opinion with respect to the profitability, suitability or potential value of any particular transaction or investment strategy. You further acknowledge that any recommendations, market letters or other information (“Market Information”) provided to you by Vision or any Correspondent clearing through Vision does not constitute an offer to sell or to buy any Securities or other property. Although derived from sources believed to be reliable, Vision makes no representation, warranty or guaranty as to, and shall not be responsible for, the accuracy or completeness of any information furnished to you. Vision makes no representation, warranty or guaranty with respect to the tax consequences of your transactions. You assume the risk of relying on Market Information and hereby indemnify and hold the Vision Parties harmless from any and all claims, demands, losses, damages or expenses the Vision Parties may incur as a result of your use of Market Information. You agree that any investment decisions and transactions you make will be based solely on your own evaluation of your financial circumstances and investment objectives and whether such decisions and transactions are suitable with respect to your investment and/or trading strategy.

10. CUSTOMER REPRESENTATIONS AND WARRANTIES.

(a) By signing this agreement, you represent and warrant, and you will be deemed to have repeated each representation and warranty at the time of entering into each transaction, that: (i) all information provided to Vision (including by without limitation, on Form 1) is true and correct and is not misleading; (ii) except as disclosed in writing to Vision, no one except you has an interest in any Account carried for you by Vision; (iii) you have read and understand this agreement and have the required legal capacity, power and authority to enter into this agreement, and to engage in transactions of the kind contemplated hereunder; (iv) the performance of your obligations hereunder is not prohibited by any Governing Regulation, agreement or judicial or administrative order; (v) if applicable, the persons executing this agreement are duly authorized to sign this agreement in your name; (vi) unless you expressly advise Vision to the contrary, you are not an affiliate (as defined in Rule 144A(a)(1) of the Securities Act of 1933) of the issuer of any security held in your Account; (vii) you agree not to make any trade individually or in concert with others that exceeds position limits imposed on you by Vision, any market or exchange or Governing Regulations; and (viii) you will not give or seek to give an order to Vision for a foreign exchange transaction (i.e., spots, forwards and options) without obtaining the agreement of Vision as to the following terms of each such trade: (X) specified amount of currency that is to be bought or sold; and (Y) the specific exchange rate at which the specified amount of currency is to be bought or sold.

(b) You further represent that you are not (i) an employee of any exchange, (ii) an employee of any corporation in which any exchange owns a majority of the capital stock, (iii) a member of any exchange or employee of such a member, (iv) a member of FINRA or employee of such a member, (v) an employee of any bank, trust company or insurance company or (vi) an individual engaged in the business of dealing either as a broker or as principal in securities, bills of exchange, acceptances or other forms of commercial paper, unless you notify Vision to that affect. You agree that you will promptly notify Vision in writing if any of the information or representations contained in the Account Application or in this agreement materially change or become inaccurate in any material aspect.

(c) You further represent that no one except you (or the beneficial owner(s)) if signed in a representative capacity) has an interest in the Account. If the Account is beneficially owned by any person who is a Securities Exchange Act of 1934 Section 16 reporting person to a U.S. public company, you represent that no funds or assets belonging to such U.S. public company or any affiliate of such U.S. public company, will be invested through the Account.

11. ORDERS. Vision may refuse to accept any of your instructions and may process your instructions in any manner it believes commercially reasonable. You acknowledge Vision has absolute discretion in routing trade orders as long as it makes a reasonable and good faith effort to obtain best execution. For orders executed electronically via the Internet, online order entry systems or by facsimile (collectively, “Electronic Orders”), Vision’s liability is limited to direct damages caused solely by its gross negligence or willful misconduct; provided, however, Vision is not responsible for loss or damages (including without limitation, loss of profits or use, and direct, indirect, incidental, punitive, special or consequential damages), arising from (a) any failure or malfunction of an Electronic Order entry system or inability to enter or cancel Electronic Orders, or (b) any fault in delivery, delay, interruption, inaccuracy or termination affecting all or part of any Electronic Order system or any supporting facility, regardless of whether a claim arises in contract, tort or otherwise. Unless otherwise specified, your instructions are not valid beyond the trading session entered.

12. PAYMENT FOR ORDER FLOW. Vision may, from time to time, receive payment for order flow. Order flow payment is compensation received as an incentive to direct transactions to certain market makers or specialists. This compensation is received in a number of ways, including direct cash payment. In certain instances, reduced transaction fees may be provided by such market makers or specialists.

13. LIMITS ON MUTUAL FUND TRADES. Because excessive trading in mutual fund shares can be detrimental to a fund and its shareholders, Vision may block account owners or accounts that engage in excessive trading from making further transactions in fund shares. A block on trading fund shares may be temporary or permanent, and may apply only to certain mutual funds or all mutual funds. The decision to impose a block may originate with a mutual fund company or may be made by Vision at the brokerage account level, if Vision believes such a block is warranted. To see what a given fund company’s definition of “excessive trading” is, please check the fund’s prospectus.

14. CREDIT AND REFERENCE CHECK. You authorize Vision, from time to time, to contact any financial institution, credit agency and other references to verify your information, creditworthiness and background, including financial information. You may request in writing within a reasonable period of time a copy of the credit report.

15. INTEREST. Except as otherwise set forth in this agreement, interest chargeable on amounts you owe Vision shall be the lesser of the highest rate permitted by law or two percent (2%) above the U.S. Prime rate as shown in the “Wall Street Journal” on the date Customer Debt becomes due and payable.

16. JOINT ACCOUNTS. If this Account is held by more than one person, all of the joint holders are jointly and severally liable to Vision for any and all obligations arising out of transactions in the Account and agree to be bound by all terms and conditions of this agreement. Vision is authorized to accept orders and instructions from any one of the joint owners without obtaining the consent of the others. Customer appoints each one of the other joint owners as your agent for receipt of statements, confirmations and notices and Vision is authorized to send statements to any one of the joint owners. Each one of the joint owners, alone, shall have full authority for the joint account and may act in the name and on behalf of the joint account. In the event a joint owner dies, the surviving owner(s) shall immediately notify Vision, and Vision (whether before or after notification) may take such action, institute such proceedings, require such papers, and liquidate all positions or restrict transactions in the account as Vision may deem advisable. The estate(s) or representative(s) of the deceased joint owner(s) shall be liable, and the surviving joint owner(s) shall remain liable, to Vision for any of your Debt, debit balance or loss in the Account resulting from the transactions initiated prior to or after the receipt by Vision of notice of the death of said owner(s). If the Account is held by the holders as “joint tenants with right of survivorship,” then, upon receipt of a certified document evidencing death or legal incapacity of one of the holders, the remaining holder or holders shall continue to be bound by all the terms and conditions of this agreement.

17. NO WAIVER OR AMENDMENT; ADDITIONAL DOCUMENTATION. No provision of this agreement may be waived or amended unless the waiver or amendment is in writing and signed by an authorized officer of Vision. No remedy, waiver or amendment of Vision’s rights or privileges shall be implied from any course of dealing between you and Vision, or the failure of Vision to exercise any of its rights hereunder or insist on strict compliance with any obligation hereunder. Vision may modify or amend this agreement upon 30 days prior written notice to you, and your acceptance of such amendment or modification will be deemed effective by your continued use of the services of the Account. You understand that there may be additional documentation required by Governing Regulations or Vision’s policies and procedures. You agree to promptly comply with any such requests for documents.

18. BINDING EFFECT. This agreement shall be continuous and shall govern, individually and collectively, all your Accounts opened or reopened with Vision or to the extent indicated herein, its affiliates, successors and assigns. This agreement shall inure to the benefit of Vision and its successors, assigns and affiliates, and shall be binding upon you and your estate, executors, administrators, legal representatives, successors and assigns. You ratify all transactions with Vision affected prior to the date of this agreement, and agree that your rights and obligations in respect thereto shall be governed by the terms of this agreement, which supersedes all other Customer agreements between Vision and you.

19. TERMINATION. This agreement may be terminated by either party at any time by giving written notice to the other party. Your Account shall be deemed closed and this agreement deemed terminated it the Account contains no Securities and other property for a period of 90 days. Termination shall not affect any transaction entered into and shall not relieve you of any obligation or liability incurred under this agreement prior to termination.

20. RECORDING. Subject to Governing Regulations, you agree that Vision, in its sole discretion, may record any telephone conversation between Vision and yourself or your agent. You hereby waive any right to object to the admissibility into evidence of such recordings in any legal proceeding between you or your agent and Vision. You agree that Vision may erase such recordings in accordance with its customary document retention policies. The rights conferred upon Vision in this paragraph extend to any third-party fiduciary with discretion over your Account.

21. PROSPECTIVE CONSENT TO ASSIGNMENT OR TRANSFER OF ACCOUNT(S). Vision may assign or transfer your Account to any of its successors or assigns without prior notice to you. You hereby consent to the assignment or transfer of your Account at any time hereafter from Vision to another broker, provided you receive a written notice of the assignment or transfer and have a reasonable opportunity to object. You may not transfer or assign your Account without the express written consent of Vision. Any assignment of your rights and obligations hereunder or interest in any property held by or through Vision without obtaining the prior written consent of Vision shall be null and void.

22. DAMAGES. THE PARTIES AGREE NOT TO SUE EACH OTHER FOR PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES IN A COURT OF LAW OR BEFORE ANY ARBITRATION PANEL EVEN IF APPLICABLE LAW OR THE ARBITRATION FORUM RULES ALLOW THE AWARD OF SUCH DAMAGES.

23. ACCEPTANCE. This agreement shall not be deemed to be accepted by Vision or become a binding contract between you and Vision until it is executed by an authorized officer of Vision.

24. CORRESPONDENTS AND THIRD PARTY BENEFICIARIES. If this Account is introduced by a Correspondent broker/dealer which clears its business through Vision, Vision’s liability is strictly limited to matters related to the execution and recordkeeping of trades and Vision will not be responsible for the conduct, representations or recommendations of the Correspondent or its employees or agents. If Vision is carrying the Account for you as a clearing broker by arrangement with a Correspondent through whom your Account has been introduced to Vision, then until receipt from you of written notice to the contrary, Vision may accept from such Correspondent, without inquiry or investigation by Vision, (a) orders for the purchase or sale in the Account of Securities and other property on margin or otherwise, and (b) any other instructions concerning the Account. Vision shall not be responsible or liable for any acts or omissions of such Correspondent or its employees or agents. All rights of Vision under this agreement shall also be extended to any Correspondent or other third party that introduced this Account to Vision and to any securities broker/dealer with which Vision interacts in connection with your Account, each of which is expressly made a third party beneficiary of this agreement.

25. FORCE MAJEURE. Vision shall not be liable for any loss or delay caused or have any obligation to provide services to you or your Account, when and to the extent Vision is prevented from doing so, directly or indirectly, by war, natural disasters, government acts or restrictions, exchange or market rulings, suspension of trading, electronic or telephone failures, labor disputes, civil commotions, enemy actions, acts of terrorism or other conditions beyond the reasonable control of Vision.

26. ARBITRATION.

Arbitration Disclosures:

This agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties agree as follows:

(a) 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.

(b) Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is limited.

(c) The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

(d) The arbitrators do not have to explain the reason(s) for their award.

(e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.

(f) 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.

(g) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.

Arbitration and Dispute Resolutions:

The parties waive their rights to seek remedies in court, including the right to a trial by jury. You agree that all controversies or disputes, either arising in the future or in existence now, between you and Vision (including any of our officers, directors, members, employees, agents, parent, subsidiaries or affiliates) shall be resolved by arbitration. Such controversies or disputes, include, but are not limited to, those involving any transaction in any of your Accounts with Vision, or the construction, performance or breach of any agreement between us, whether entered into or occurring prior, on or subsequent to the date hereof.

Any arbitration claim made shall be submitted to the Financial Industry Regulatory Authority, Inc. or other self-regulatory organization (“SRO”) subject to the jurisdiction of the Securities and Exchange Commission of which Vision is a member. Such arbitrations shall be conducted pursuant to the arbitration rules of the applicable SRO. You may elect whether arbitration shall be by an exchange or SRO of which Vision is a member. If you fail to make such election by registered letter or overnight delivery by reputable courier ad dressed to Vision at the office where you maintain your Account before the expiration of five days after receipt of a written request from Vision to make such election, then Vision may make such election.

Judgment upon the award of arbitrators may be entered in any state or federal court having jurisdiction.

Nothing in this agreement shall be deemed to limit or waive the application of any relevant state or federal statute of limitation, repose, or other time bar.

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; 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: (i) the class certification is denied; or (ii) the class is decertified; or (iii) you are 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.

27. SURVIVAL. Sections 5, 6, 7, 8, 10, 15, 16, 17, 19, 22, 24, 25, 26, 27, 28, 29, 30, 31 and 32 shall survive the termination of this agreement.

28. APPLICABLE LAW AND SEVERABILITY. This agreement and its enforcement shall be governed by the laws of the State New York without reference to its conflict-of-laws principles. If any provisions hereof are invalid, illegal, void or enforceable by reason of any law, rule, administrative order or judicial decision, all other provisions shall remain in full force and effect.

29. FORUM SELECTION, CONSENT TO JURISDICTION AND WAIVER OF JURY TRIAL. Except as may be otherwise governed by the rules of an arbitration forum, you agree that all disputes and controversies between Vision, Correspondent who introduced you to Vision (if applicable) and its employees or agents, on the one hand, and you, on the other hand, arising under or related to this agreement, any related agreement, or your Account shall be litigated (including arbitration) only in a forum located in New York, New York, whether in a court of law or equity, or before an arbitration forum. Accordingly, you consent and submit to the personal jurisdiction of any state or federal court located within New York, New York. You agree to accept personal service of process in any such legal proceeding by registered or certified mail addressed to you at the address provided on the Customer Account Information Form (Form 1) or to such other address you subsequently provide to Vision in writing. You hereby irrevocably waive any defense, claim or right to transfer or change the venue of any such action or proceeding. Notwithstanding the foregoing, Vision may initiate any action to collect Customer Debts or any amounts due Vision in any state or jurisdiction where there is personal jurisdiction over you or where you may have property located. You waive trial of any matter by jury and consent to trial before a judge or other trier of fact.

30. INDEMNIFICATION AND HOLD HARMLESS; PAYMENT OF VISION LITIGATION EXPENSES. You agree to indemnify, defend and hold harmless Vision and its affiliates, and their respective officers, directors, managers, members, employees and agents (collectively, the “Vision Parties”) and the Correspondent who introduced you to Vision (if applicable), from and against any and all liabilities, losses, damages (including without limitation, incidental, consequential, punitive, indirect and special damages), claims (whether in contract or tort), costs and expenses, including without limitation, accountants’ and attorneys’ fees (both in-house and outside attorneys’ fees) incurred by any of the Vision Parties and such Correspondent arising out of or relating to this agreement, any related agreement or your Account, except to the extent caused directly by the gross negligence or willful misconduct of the Vision Party seeking indemnification. You also agree to indemnify, defend and hold harmless the Vision Parties and such Correspondent from and against any and all liabilities, losses, damages, costs and expenses, including without limitation, accountants’ and attorneys’ fees (both in-house and outside attorneys’ fees), incurred by any of the Vision Parties and/or such correspondent in enforcing any of the provisions of this agreement or any related agreement. If you initiate a legal action or proceeding against any of the Vision Parties and/or such Correspondent, and you do not prevail (i.e., recover more than Vision’s highest offer to settle), you shall indemnify such Vision Parties and such Correspondent for all costs and expenses (including, but not limited to, in-house and outside attorneys’ fees) incurred by such Vision Parties and such Correspondent to defend themselves.

31. AUTHORIZATIONS. If your governing documents require two or more persons to authorize the conduct of your business, you shall implement procedures to assure that any orders or other instructions (including, but not limited to, withdrawals of funds and/or assets by check, letter of instructions, wire or card transaction) given to Vision are those of its duly authorized representatives (as specified in the account application documents) acting jointly within the extent of their authority, even if such orders or instructions are conveyed by only one duly authorized representative to Vision. Vision shall be under no duty or obligation whatsoever to verify, confirm, inquire into or otherwise assure that any instructions or orders given to us by any one authorized representative are authorized acts of you. In the event of conflicting instructions, Vision reserves the right to take no action with respect to such instructions until the dispute is resolved to the satisfaction of Vision. You shall hold the Vision Parties harmless from any losses arising from Vision’s reliance on and action taken based on instructions from any one authorized representative.

32. DISPUTE. If Vision believes there is a dispute concerning the control or ownership of Securities and other property in Customer’s Account, Vision may, but is not obligated to, take one or more of following actions, without any liability, until such dispute is resolved to our satisfaction:

(a) Restrict activity in the Account;

(b) Require that all instructions be in writing, signed by your duly authorized representative or, if applicable, all account holders or persons claiming ownership or authority to control the Account; and/or

(c) File an interpleader action in an appropriate court at your expense of the Customer.

Entity

In consideration of Vision Financial Markets LLC accepting one or more securities accounts for the undersigned, it is agreed:

1. DEFINITIONS.

(a) “Account” means any securities account you open with Vision.

(b) “Correspondent” means a broker/dealer which utilizes Vision to perform securities clearing services on its behalf. The Customer accounts of a Correspondent are carried on Vision’s books and records.

(c) “Customer”, “you” or “your” refers to the undersigned and any other actual or beneficial owner of property in the Account.

(d) “Securities and other property” means securities or other property held, carried or maintained by Vision, in Vision’s possession and control, for any purpose, in your Account, including any account in which you may have an interest. “Securities and other property” includes, without limitation, money, securities and financial instruments of every kind and nature, and related contracts and options.

(e) “Vision”, “we”, “us” or “our” refers to Vision Financial Markets LLC.

(f) Captions and headings of this agreement are for descriptive purposes only and are not to be considered in its interpretation.

2. OWNERSHIP AND AUTHORIZATION. You agree that you are the rightful owner of all Securities and other property purchased, held and sold by you through Vision. You have obtained and will provide Vision with all necessary authorizations from third parties to open your Account and effect transactions in Securities and other property under this agreement. You authorize Vision to purchase and sell Securities and other property for your Account in accordance with your oral, electronic or written instructions. We shall not be liable for acting on any false or erroneous oral or written instructions if the instructions reasonably appeared to us to be genuine or accurate. Vision shall be under no duty or obligation whatsoever to verify, confirm, inquire into or otherwise assure that any instructions or orders given to us by any authorized representative are your authorized acts. In the event of conflicting instructions, Vision reserves the right to take no action with respect to such instructions until the dispute is resolved to the satisfaction of Vision. You shall hold the Vision Parties (as defined below) harmless from any losses arising from Vision’s reliance on and action taken based on instructions from any authorized representative. If Vision believes there is a dispute concerning the control or ownership of Securities and other property in your Account, Vision may, but is not obligated to, take one or more of following actions, without any liability, until such dispute is resolved to our satisfaction:

(a) Restrict activity in the Account;

(b) Require that all instructions be in writing, signed by you or your duly authorized representative; and

(c) File an interpleader action in an appropriate court at your expense.

3. GOVERNMENTAL AND EXCHANGE RULES. All transactions shall be subject to the constitution, by-laws, rules, regulations, customs, usages, rulings and interpretations of the exchanges, markets and clearing organizations where executed and settled and to all rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”), Chicago Board Options Exchange (“CBOE”), Securities and Exchange Commission (“SEC”), other markets and regulatory organizations, and all applicable federal or state statutes, rules and regulations (collectively, “Governing Regulations”). If any Governing Regulations change, those changes shall be binding upon Vision and you as if made a part of this agreement without any additional action on Vision’s or your part. If this agreement is incompatible with any current or future Governing Regulations, the affected provisions of this agreement shall be deemed modified or superseded, as the case may be, by the applicable provisions of such Governing Regulations, and all other provisions of this agreement and provisions so modified shall in all respects continue in full force and effect. Vision’s failure to comply with any such Governing Regulations shall not be a breach of this agreement or otherwise impose liability upon Vision nor relieve you of any obligations hereunder. If you are subject to any Governing Regulation, Vision shall have no duty to determine whether you are in compliance with any Governing Regulation.

4. LIENS, COLLATERAL AND TRANSFER AUTHORIZATION. This section applies to margin accounts or if there is a deficit in your cash Account.

(a) All of your Securities and other property now and hereafter held, carried or maintained by Vision (or by any of its affiliates) in Vision’s possession or control (or in the possession and control of any such affiliates) for any purpose, in or for any of your Accounts, now or hereafter opened, including any account, margin or cash, in which you have an interest, or which at any time are in your possession or under your control, shall be subject to a lien and security interest for the payment and discharge of, and a right of set off for, any and all indebtedness or any other obligations you may have to Vision. You agree that Vision holds all your Securities and other property as security for the payment of any such liability or indebtedness to Vision in any said account. Vision, in its sole discretion, without prior notice to you, may use, credit, apply or transfer interchangeably between any of your Accounts at Vision (or an affiliate of Vision) whenever Vision considers such a transaction necessary for its protection. In enforcing this lien and security interest, Vision, in its sole discretion, may determine which Securities and other property are to be sold and which contracts to be closed in order to satisfy any indebtedness or obligation you have to Vision. You irrevocably appoint Vision as your attorney-in-fact with power of substitution to execute any documents for the perfection or registration of such general lien and security interest.

(b) Vision may invest and reinvest any funds you deposit, subject to Governing Regulations, and Vision shall be under no obligation to pay you any interest on cash balances or to provide any other benefit derived from the investment of your Securities and other property.

(c) You understand that any balance due on your Account is payable immediately and Vision may demand payment of the full amount of any balance due on your Account at any time. If any dividend, interest, distribution or similar payment is made on your Account, Vision is authorized, but not required, to apply the payment to any balance due on your Account.

5. BREACH; LIQUIDATION OF ACCOUNTS AND PAYMENT OF COSTS.

(a) Vision shall have all rights and remedies available to a secured creditor under Governing Regulations, in addition to the rights and remedies provided herein. In the event of a breach, repudiation, or default by you, you understand that Vision may at any time, at our sole discretion and without prior notice to you: prohibit or restrict your access to the use of Vision’s Web site (including any order entry system) or related services and your ability to trade; refuse to accept any of your transactions; refuse to execute any of your transactions; and/or terminate your Account. The closing of the Account will not affect the rights and/or obligations of either party incurred prior to the date the Account is closed.

(b) In the event of (i) your death or judicial declaration of your incompetency, (ii) the filing of a petition in bankruptcy, a petition for the appointment of a receiver by or against you or a joint tenant in the account, or an assignment for the benefit of creditors, (iii) your termination, wind-up or dissolution (iv) an attachment, garnishment or levy on your Account, (v) insufficient margin as determined by Vision in its sole discretion, (vi) Vision’s determination that any collateral deposited to protect one or more of your Accounts is inadequate or insufficient regardless of market quotations to secure such Account, (vii) any representations or warranties under this agreement shall be untrue in any material respect when made or repeated or (viii) any other circumstances that Vision deems necessary or appropriate, Vision is hereby authorized to take any or all of the following actions regarding your Account: (A) satisfy any obligation you may have to Vision out of any of your Securities and other property held by Vision or an affiliate of Vision; (B) liquidate any or all of your positions and assets without demand or notice and apply the proceeds to satisfy your obligations; (C) set-off, net and/or recoup any Vision obligations against your obligations; (D) convert any obligation from one currency to another currency; (E) cancel any or all open orders; (F) purchase Securities to cover the sale of Securities; and (G) take any other action Vision deems appropriate. Any or all of the above actions may be taken at Vision’s discretion without demand and without prior notice to you. You shall at all times be liable for the payment of any deficit in your Account upon demand by Vision. You shall be responsible for and shall promptly pay to Vision all Account deficits and other obligations you may owe to Vision (collectively, “Customer Debts”), plus interest thereon at rates set forth in Section 15. You further agree to pay all of Vision’s costs and expenses, including without limitation in-house and outside attorneys’ fees, incurred in collecting Customer Debts in any legal proceeding unless you are the prevailing party. Customer Debts are payable on the date incurred without demand by Vision.

6. ORDERS FOR DELIVERY AND SETTLEMENT; PAYMENTS FOR PURCHASES AND SALES.

(a) You will designate each order to sell as a “long” sell order or a “short” sell order. A “short” sale means the sale of a security not owned by you. Vision may, at its sole discretion and without prior notice to you, cover any short sale in your Account. You understand that “cover” means the purchase, at the current market price, of securities that were previously sold short. When you designate a sale as “long”, you are promising to Vision that you own the security and promise that, if the security is not in Vision’s possession when you place the sale order, you will deliver the security to Vision by the settlement date. If you fail to deliver the security to Vision by the settlement date, Vision may purchase the security, at the current market price, for your Account and you will be responsible and agree to compensate Vision for any loss, commission and/or fees.

(b) Where required by Governing Regulations, in placing any sell order with, or reporting a sell order to us for, a long account, you shall designate the order as such. No order may be designated as being for a “long” account unless (i) you own the relevant securities and (ii) either such securities are in our physical possession and control at the time you place the order or, upon your request, we have determined that Vision may reasonably expect such securities to be in its physical possession or control in good deliverable form by settlement date. Your designation of an order as “long” shall constitute your representation that (i) and (ii) are true and accurate statements. In addition, the designation of a sell order for a long account shall constitute a representation that such security may be sold without any restriction in the open market.

(c) When you instruct us to purchase a security, you will make payment to Vision on or before the settlement date. If you fail to make payment by the settlement date, you authorize Vision, at Vision’s sole discretion and without prior notice to you, to sell the purchased security or any other securities in your Account to satisfy the debt, and you understand that you will be solely responsible for any resulting loss. Alternatively, if you fail to pay for a security purchased by you by the settlement date, you understand that your Account can be charged a late fee in addition to interest on the full amount of the deficit in your cash Account.

(d) If, for any transaction, you fail to make payment or deliver securities in good form, you authorize Vision to take all steps necessary to complete or cancel the transaction to minimize loss. You agree to reimburse Vision for any and all costs, losses and liabilities incurred by Vision, including attorneys’ fees (both in-house and outside attorneys). In the event you become indebted to Vision with respect to your Account, you agree that you will satisfy such indebtedness upon demand. You agree that if, after demand, you fail to pay the indebtedness, Vision may close the Account and/or liquidate any Securities and other property in the Account, or otherwise held by Vision, in an amount sufficient to pay your indebtedness, plus interest accrued thereon, and take any other action permitted by this agreement or the Governing Regulations.

(e) You will provide us with any necessary documentation (including prospectuses and opinions) in order to satisfy legal transfer requirements, if any, in accordance with Governing Regulations.

7. FEES.

(a) You agree to pay such brokerage fees, commissions, transaction fees and account charges as Vision may impose from time to time. Such fees include, without limitation, fees imposed by FINRA, exchanges and clearing houses, and processing and servicing charges. Insignificant residuals on block trades may be held by Vision and treated as additional servicing charges. In the event that your Account is transferred to another broker, Vision may charge a reasonable transfer fee. If your Account falls below a market value of $25,000, and has no trading activity for the prior six months, Vision may charge an inactive account fee of $25 per quarter, provided that this charge shall not apply to an Individual Retirement Account (dividend reinvestment does not constitute “trading activity”). If in order to trade on a foreign exchange, your funds are converted from U.S. dollars to a foreign currency or from a foreign currency to U.S. dollars, Vision may charge a reasonable markup in addition to the prevailing exchange rates. Vision may adjust its fees from time to time without prior notice to you. You authorize Vision to pay such fees from assets in your Account and, if necessary, by selling other assets in the Account. Vision reserves the right to change its fees or charges, or to implement additional fees or charges at any time, except as limited by applicable law. Fees are non-refundable.

(b) If you own physical certificates of stocks and/or bonds and request that Vision hold such certificates in its possession for safekeeping, Vision will charge you an annual safekeeping fee of $100 per certificate. Furthermore, if you request that a physical certificate be transferred and shipped to you, a $175.00 fee per transfer request will be charged by Vision. Additional fees may apply regarding services not listed in this paragraph for physical certificates.

8. STATEMENTS AND CONFIRMATIONS. All notices, demands, reports or other communications shall be transmitted to you at the address or, in the case of communications, the telephone number or e-mail address (if you have consented to e-mail delivery), shown on the account application or to such other address you designate in writing. All communications to you shall be deemed to have been received by you personally at the time so sent to you or your authorized agent, whether actually received or not. Reports of the execution of orders, trade confirmations or other notices shall be conclusive and final and shall be deemed to be accepted and ratified by you, unless you object by written communication actually received by Vision at its principal office within two (2) business days after delivery of or communication of the confirmation, report or notice to you by Vision. In addition, if Vision has not promptly advised you of the status of any order placed by you, you shall promptly, but in no event later than 24 hours after an order has been placed, contact Vision by telephone to verify your Account status. Your failure to contact Vision shall relieve Vision of any responsibility or liability with respect to such order. All orders shall only be good for the day such orders are placed, unless specified by you to be open orders. Any open order placed by you will not be cancelled by Vision unless you specifically requests cancellation. Vision shall not be held responsible for delays in the transmission or execution of orders due to a breakdown, delay in or failure of transmission or communication facilities, or for any other cause beyond Vision’s control. YOU MUST OBJECT TO YOUR MONTHLY STATEMENTS, TRADE CONFIRMATIONS OR OTHER NOTICES IN WRITING AND DIRECT SUCH NOTICES TO VISION AT: FOUR HIGH RIDGE PARK, STAMFORD, CT 06905 OR BY FACSIMILE TO 203.321.0071, ATTN: COMPLIANCE DEPARTMENT, WITHIN THE TIME PERIOD SET FORTH ABOVE. YOUR FAILURE TO OBJECT TIMELY AND IN WRITING SHALL CONSTITUTE RATIFICATION OF ALL ACTIONS TAKEN BY VISION OR ITS AGENTS.

9. NO TAX, ACCOUNTING, LEGAL OR MARKET ADVICE. You acknowledge that Vision does not provide any tax, accounting or legal advice of any kind to you. Vision does not give advice or offer any opinion with respect to the profitability, suitability or potential value of any particular transaction or investment strategy. You further acknowledge that any recommendations, market letters or other information (“Market Information”) provided to you by Vision or any Correspondent clearing through Vision does not constitute an offer to sell or to buy any Securities or other property. Although derived from sources believed to be reliable, Vision makes no representation, warranty or guaranty as to, and shall not be responsible for, the accuracy or completeness of any information furnished to you. Vision makes no representation, warranty or guaranty with respect to the tax consequences of your transactions. You assume the risk of relying on Market Information and hereby indemnify and hold the Vision Parties harmless from any and all claims, demands, losses, damages or expenses the Vision Parties may incur as a result of your use of Market Information. You agree that any investment decisions and transactions you make will be based solely on your own evaluation of your financial circumstances and investment objectives and whether such decisions and transactions are suitable with respect to your investment and/or trading strategy.

10. CUSTOMER REPRESENTATIONS AND WARRANTIES.

(a) By signing this agreement, you represent and warrant, and you will be deemed to have repeated each representation and warranty at the time of entering into each transaction, that: (i) all information provided to Vision (including by without limitation, on Form 1) is true and correct and is not misleading; (ii) except as disclosed in writing to Vision, no one except you has an interest in any Account carried for you by Vision; (iii) you have read and understand this agreement and have the required legal capacity, power and authority to enter into this agreement, and to engage in transactions of the kind contemplated hereunder; (iv) the performance of your obligations hereunder is not prohibited by any Governing Regulation, agreement or judicial or administrative order; (v) if applicable, the persons executing this agreement are duly authorized to sign this agreement in your name; (vi) unless you expressly advise Vision to the contrary, you are not an affiliate (as defined in Rule 144A(a)(1) of the Securities Act of 1933) of the issuer of any security held in your Account; (vii) you agree not to make any trade individually or in concert with others that exceeds position limits imposed on you by Vision, any market or exchange or Governing Regulations; and (viii) you will not give or seek to give an order to Vision for a foreign exchange transaction (i.e., spots, forwards and options) without obtaining the agreement of Vision as to the following terms of each such trade: (X) specified amount of currency that is to be bought or sold; and (Y) the specific exchange rate at which the specified amount of currency is to be bought or sold.

(b) You further represent that you are not (i) an exchange or employee of any exchange, (ii) a corporation or employee of any corporation in which any exchange owns a majority of the capital stock, (iii) a member of any exchange or employee of such a member, (iv) a member of FINRA or employee of such a member, (v) an employee of any bank, trust company or insurance company or (vi) a corporation, firm or individual engaged in the business of dealing either as a broker or as principal in securities, bills of exchange, acceptances or other forms of commercial paper, unless you notify Vision to that affect. You agree that you will promptly notify Vision in writing if any of the information or representations contained in the Account Application or in this agreement materially change or become inaccurate in any material aspect.

(c) You further represent that no one except you (or the beneficial owner(s)) if signed in a representative capacity) has an interest in the Account. If the Account is beneficially owned by any person who is a Securities Exchange Act of 1934 Section 16 reporting person to a U.S. public company, you represent that no funds or assets belonging to such U.S. public company or any affiliate of such U.S. public company, will be nvested through the Account.

11. ORDERS. Vision may refuse to accept any of your instructions and may process your instructions in any manner it believes commercially reasonable. You acknowledge Vision has absolute discretion in routing trade orders as long as it makes a reasonable and good faith effort to obtain best execution. For orders executed electronically via the Internet, online order entry systems or by facsimile (collectively, “Electronic Orders”), Vision’s liability is limited to direct damages caused solely by its gross negligence or willful misconduct; provided, however, Vision is not responsible for loss or damages (including without limitation, loss of profits or use, and direct, indirect, incidental, punitive, special or consequential damages), arising from (a) any failure or malfunction of an Electronic Order entry system or inability to enter or cancel Electronic Orders, or (b) any fault in delivery, delay, interruption, inaccuracy or termination affecting all or part of any Electronic Order system or any supporting facility, regardless of whether a claim arises in contract, tort or otherwise. Unless otherwise specified, your instructions are not valid beyond the trading session entered.

12. PAYMENT FOR ORDER FLOW. Vision may, from time to time, receive payment for order flow. Order flow payment is compensation received as an incentive to direct transactions to certain market makers or specialists. This compensation is received in a number of ways, including direct cash payment. In certain instances, reduced transaction fees may be provided by such market makers or specialists.

13. LIMITS ON MUTUAL FUND TRADES. Because excessive trading in mutual fund shares can be detrimental to a fund and its shareholders, Vision may block account owners or accounts that engage in excessive trading from making further transactions in fund shares. A block on trading fund shares may be temporary or permanent, and may apply only to certain mutual funds or all mutual funds. The decision to impose a block may originate with a mutual fund company or may be made by Vision at the brokerage account level, if Vision believes such a block is warranted. To see what a given fund company’s definition of “excessive trading” is, please check the fund’s prospectus.

14. CREDIT AND REFERENCE CHECK. You authorize Vision, from time to time, to contact any financial institution, credit agency and other references to verify your information, creditworthiness and background, including financial information. You may request in writing within a reasonable period of time a copy of the credit report.

15. INTEREST. Except as otherwise set forth in this agreement, interest chargeable on amounts you owe Vision shall be the lesser of the highest rate permitted by law or two percent (2%) above the U.S. Prime rate as shown in the “Wall Street Journal” on the date Customer Debt becomes due and payable.

16. PARTNERSHIP ACCOUNTS. Where your Account is a partnership, in the event of the dissolution or the termination of the partnership or the dissolution, termination or withdrawal of a general partner of the partnership by death, retirement or for any other reason, the remaining partners shall immediately give Vision written notice thereof and Vision may, before or after receiving such notice, close the partnership’s Account and proceed in accordance with Section 5 above and take such action, institute such proceedings, require such papers, retain such portion of the Account or restrict transactions in the Account as Vision may deem advisable to protect Vision against any liability, tax or penalty under any applicable laws. The estate of any general partner who has died shall be liable, and each surviving general partner shall continue to be liable, to Vision for any Your Debt, debit balance or loss in the Account resulting from the completion of transactions initiated prior to receipt by Vision of such written notice or incurred in the liquidation of the account(s) or the adjustment of the interests of the respective parties.

17. PENSION ACCOUNTS. If your Account is a Keogh plan, pension and profit sharing trust, or other employee benefit plan (collectively, a “Plan”) as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”), the undersigned trustee or its authorized designee (“Trustee”) acknowledges that the establishment of the Account and all transactions executed through the Account are subject to certain restrictions under Section 404(a) of ERISA, including the requirement that such transactions be prudent, that the investments be diversified, and that there are certain transactions which the Plan is prohibited from entering into under Section 406 of ERISA and Section 4975 of the Internal Revenue Code (“Code”) regardless of whether such transactions are prudent. The Trustee further acknowledges that certain transactions if entered into by the Plan may result in the recognition of taxable income under Section 511 of the Code. The Trustee represents and warrants that, with respect to each transaction to be executed through the Account, the determination as to whether such transaction complies with the standards of Section 404(a) of ERISA will constitute a transaction prohibited under Section 406 of ERISA, or Section 4975 of the Code, or will result in the recognition of unrelated business taxable income, will be made either by the Trustee or by another person who has been determined by the Trustee to be either a fiduciary or an investment manager properly delegated the authority to make, or to advise the Plan as to, such determinations. The Trustee understands and agrees that if the Plan permits participant-directed investments pursuant to Section 404(c) of ERISA, in no event shall Vision have any responsibility or authority to make, or to advise the Plan, the Trustee or plan participants as to, such determinations. The Trustee understands and agrees that Vision is neither a fiduciary nor an investment manager with respect to the Plan as defined in Sections 3(21) and 3(38) of ERISA. Nevertheless, if, contrary to the expectations of the parties, it is determined that Vision is a fiduciary or investment manager, Vision’s responsibility and authority in acting in such capacity shall be limited to performing Vision’s obligations as specifically set forth herein, and Trustee represents and warrants that such allocation of fiduciary responsibility is authorized under the instrument that the Plan maintained in accordance with Section 402(c) of ERISA. By signing this agreement, the Trustee agrees to indemnify and hold harmless Vision for any liability which may be imposed on Vision, including but not limited to, Section 409 of ERISA or any tax which may be assessed against Vision under Section 4975 of the Code, any other damage or expense which my be suffered by Vision by reason of Vision being subject to the provisions of ERISA, and all costs and expenses (including attorneys’ fees) incurred by Vision in defending against the foregoing. The foregoing provisions shall also apply to any federal or state fiduciary law governing the investments of employee benefit plans which is supplementary to, or in lieu of, the specific provisions of ERISA referred to herein.

18. NO WAIVER OR AMENDMENT; ADDITIONAL DOCUMENTATION. No provision of this agreement may be waived or amended unless the waiver or amendment is in writing and signed by an authorized officer of Vision. No remedy, waiver or amendment of Vision’s rights or privileges shall be implied from any course of dealing between you and Vision, or the failure of Vision to exercise any of its rights hereunder or insist on strict compliance with any obligation hereunder. Vision may modify or amend this agreement upon 30 days prior written notice to you, and your acceptance of such amendment or modification will be deemed effective by your continued use of the services of the Account. You understand that there may be additional documentation required by Governing Regulations or Vision’s policies and procedures. You agree to promptly comply with any such requests for documents.

19. BINDING EFFECT. This agreement shall be continuous and shall govern, individually and collectively, all your Accounts opened or reopened with Vision or to the extent indicated herein, its affiliates, successors and assigns. This agreement shall inure to the benefit of Vision and its successors, assigns and affiliates, and shall be binding upon you and your estate, executors, administrators, legal representatives, successors and assigns. You ratify all transactions with Vision affected prior to the date of this agreement, and agree that your rights and obligations in respect thereto shall be governed by the terms of this agreement, which supersedes all other Customer agreements between Vision and you.

20. TERMINATION. This agreement may be terminated by either party at any time by giving written notice to the other party. Your Account shall be deemed closed and this agreement deemed terminated it the Account contains no Securities and other property for a period of 90 days. Termination shall not affect any transaction entered into and shall not relieve you of any obligation or liability incurred under this agreement prior to termination.

21. RECORDING. Subject to Governing Regulations, you agree that Vision, in its sole discretion, may record any telephone conversation between Vision and yourself or your agent. You hereby waive any right to object to the admissibility into evidence of such recordings in any legal proceeding between you or your agent and Vision. You agree that Vision may erase such recordings in accordance with its customary document retention policies. The rights conferred upon Vision in this paragraph extend to any third-party fiduciary with discretion over your Account.

22. PROSPECTIVE CONSENT TO ASSIGNMENT OR TRANSFER OF ACCOUNT(S). Vision may assign or transfer your Account to any of its successors or assigns without prior notice to you. You hereby consent to the assignment or transfer of your Account at any time hereafter from Vision to another broker, provided you receive a written notice of the assignment or transfer and have a reasonable opportunity to object. You may not transfer or assign your Account without the express written consent of Vision. Any assignment of your rights and obligations hereunder or interest in any property held by or through Vision without obtaining the prior written consent of Vision shall be null and void.

23. DAMAGES. THE PARTIES AGREE NOT TO SUE EACH OTHER FOR PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES IN A COURT OF LAW OR BEFORE ANY ARBITRATION PANEL EVEN IF APPLICABLE LAW OR THE ARBITRATION FORUM RULES ALLOW THE AWARD OF SUCH DAMAGES.

24. ACCEPTANCE. This agreement shall not be deemed to be accepted by Vision or become a binding contract between you and Vision until it is executed by an authorized officer of Vision.

25. CORRESPONDENTS AND THIRD PARTY BENEFICIARIES. If this Account is introduced by a Correspondent broker/dealer which clears its business through Vision, Vision’s liability is strictly limited to matters related to the execution and recordkeeping of trades and Vision will not be responsible for the conduct, representations or recommendations of the Correspondent or its employees or agents. If Vision is carrying the Account for you as a clearing broker by arrangement with a Correspondent through whom your Account has been introduced to Vision, then until receipt from you of written notice to the contrary, Vision may accept from such Correspondent, without inquiry or investigation by Vision, (a) orders for the purchase or sale in the Account of Securities and other property on margin or otherwise, and (b) any other instructions concerning the Account. Vision shall not be responsible or liable for any acts or omissions of such Correspondent or its employees or agents. All rights of Vision under this agreement shall also be extended to any Correspondent or other third party that introduced this Account to Vision and to any securities broker/dealer with which Vision interacts in connection with your Account, each of which is expressly made a third party beneficiary of this agreement.

26. FORCE MAJEURE. Vision shall not be liable for any loss or delay caused or have any obligation to provide services to you or your Account, when and to the extent Vision is prevented from doing so, directly or indirectly, by war, natural disasters, government acts or restrictions, exchange or market rulings, suspension of trading, electronic or telephone failures, labor disputes, civil commotions, enemy actions, acts of terrorism or other conditions beyond the reasonable control of Vision.

27. ARBITRATION.

Arbitration Disclosures:

This agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties agree as follows:

(a) 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.

(b) Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is limited.

(c) The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

(d) The arbitrators do not have to explain the reason(s) for their award.

(e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.

(f) 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.

(g) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.

Arbitration and Dispute Resolutions:

The parties waive their rights to seek remedies in court, including the right to a trial by jury. You agree that all controversies or disputes, either arising in the future or in existence now, between you and Vision (including any of our officers, directors, members, employees, agents, parent, subsidiaries or affiliates) shall be resolved by arbitration. Such controversies or disputes, include, but are not limited to, those involving any transaction in any of your Accounts with Vision, or the construction, performance or breach of any agreement between us, whether entered into or occurring prior, on or subsequent to the date hereof.

Any arbitration claim made shall be submitted to the Financial Industry Regulatory Authority, Inc. or other self-regulatory organization (“SRO”) subject to the jurisdiction of the Securities and Exchange Commission of which Vision is a member. Such arbitrations shall be conducted pursuant to the arbitration rules of the applicable SRO. You may elect whether arbitration shall be by an exchange or SRO of which Vision is a member. If you fail to make such election by registered letter or overnight delivery by reputable courier addressed to Vision at the office where you maintain your Account before the expiration of five days after receipt of a written request from Vision to make such election, then Vision may make such election.

Judgment upon the award of arbitrators may be entered in any state or federal court having jurisdiction.

Nothing in this agreement shall be deemed to limit or waive the application of any relevant state or federal statute of limitation, repose, or other time bar.

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; 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: (i) the class certification is denied; or (ii) the class is decertified; or (iii) you are 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.

28. SURVIVAL. Sections 5, 6, 7, 8, 10, 15, 16, 17, 18, 20, 23, 25, 26, 27, 28, 29, 30, 31 and 32 shall survive the termination of this agreement.

29. APPLICABLE LAW AND SEVERABILITY. This agreement and its enforcement shall be governed by the laws of the State New York without reference to its conflict-of-laws principles. If any provisions hereof are invalid, illegal, void or enforceable by reason of any law, rule, administrative order or judicial decision, all other provisions shall remain in full force and effect.

30. FORUM SELECTION, CONSENT TO JURISDICTION AND WAIVER OF JURY TRIAL. Except as may be otherwise governed by the rules of an arbitration forum, you agree that all disputes and controversies between Vision, Correspondent who introduced you to Vision (if applicable) and its employees or agents, on the one hand, and you, on the other hand, arising under or related to this agreement, any related agreement, or your Account shall be litigated (including arbitration) only in a forum located in New York, New York, whether in a court of law or equity, or before an arbitration forum. Accordingly, you consent and submit to the personal jurisdiction of any state or federal court located within New York, New York. You agree to accept personal service of process in any such legal proceeding by registered or certified mail addressed to you at the address provided on the Customer Account Information Form (Form 1) or to such other address you subsequently provide to Vision in writing. You hereby irrevocably waive any defense, claim or right to transfer or change the venue of any such action or proceeding. Notwithstanding the foregoing, Vision may initiate any action to collect Customer Debts or any amounts due Vision in any state or jurisdiction where there is personal jurisdiction over you or where you may have property located. You waive trial of any matter by jury and consent to trial before a judge or other trier of fact.

31. INDEMNIFICATION AND HOLD HARMLESS; PAYMENT OF VISION LITIGATION EXPENSES. You agree to indemnify, defend and hold harmless Vision and its affiliates, and their respective officers, directors, managers, members, employees and agents (collectively, the “Vision Parties”) and the Correspondent who introduced you to Vision (if applicable), from and against any and all liabilities, losses, damages (including without limitation, incidental, consequential, punitive, special, indirect and special damages), claims (whether in contract or tort), costs and expenses, including without limitation, accountants’ and attorneys’ fees (both in-house and outside attorneys’ fees) incurred by any of the Vision Parties and such Correspondent arising out of or relating to this agreement, any related agreement or your Account, except to the extent caused directly by the gross negligence or willful misconduct of the Vision Party seeking indemnification. You also agree to indemnify, defend and hold harmless the Vision Parties and such Correspondent from and against any and all liabilities, losses, damages, costs and expenses, including without limitation, accountants’ and attorneys’ fees (both in-house and outside attorneys’ fees), incurred by any of the Vision Parties and/or such correspondent in enforcing any of the provisions of this agreement or any related agreement. If you initiate a legal action or proceeding against any of the Vision Parties and/or such Correspondent, and you do not prevail (i.e., recover more than Vision’s highest offer to settle), you shall indemnify such Vision Parties and such Correspondent for all costs and expenses (including, but not limited to, in-house and outside attorneys’ fees) incurred by such Vision Parties and such Correspondent to defend themselves.

32. AUTHORIZATIONS. If your governing documents require two or more persons to authorize the conduct of your business, you shall implement procedures to assure that any orders or other instructions (including, but not limited to, withdrawals of funds and/or assets by check, letter of instructions, wire or card transaction) given to Vision are those of its duly authorized representatives (as specified in the account application documents) acting jointly within the extent of their authority, even if such orders or instructions are conveyed by only one duly authorized representative to Vision. Vision shall be under no duty or obligation whatsoever to verify, confirm, inquire into or otherwise assure that any instructions or orders given to us by any one authorized representative are authorized acts of you. In the event of conflicting instructions, Vision reserves the right to take no action with respect to such instructions until the dispute is resolved to the satisfaction of Vision. You shall hold the Vision Parties harmless from any losses arising from Vision’s reliance on and action taken based on instructions from any one authorized representative.

33. DISPUTE. If Vision believes there is a dispute concerning the control or ownership of Securities and other property in Customer’s Account, Vision may, but is not obligated to, take one or more of following actions, without any liability, until such dispute is resolved to our satisfaction:

(a) Restrict activity in the Account;

(b) Require that all instructions be in writing, signed by your duly authorized representative or, if applicable, all account holders or persons claiming ownership or authority to control the Account; and/or

(c) File an interpleader action in an appropriate court at your expense of the Customer.

Day Trading Risk Disclosure Statement

You should consider the following points before engaging in a day trading strategy. For purposes of this notice, a “day trading strategy” means an overall trading strategy characterized by the regular transmission by a customer of intra-day orders to effect both purchase and sale transactions in the same security or securities.

Day trading can be extremely risky: Day trading generally is not appropriate for someone of limited resources and limited investment or trading experience and low risk tolerance. You should be prepared to lose all of the funds that you use for day trading. In particular, you should not fund day trading activities with retirement savings, student loans, second mortgages, emergency funds, funds set aside for purposes such as education or home ownership, or funds required to meet your living expenses. Further, certain evidence indicates that an investment of less than $50,000 will significantly impair the ability of a day trader to make a profit. Of course, an investment of $50,000 or more will in no way guarantee success.

Be cautious of claims of large profits from day trading: You should be wary of advertisements or other statements that emphasize the potential for large profits in day trading. Day trading can also lead to large and immediate financial losses.

Day trading requires knowledge of securities markets: Day trading requires in-depth knowledge of the securities markets and trading techniques and strategies. In attempting to profit through day trading, you must compete with professional, licensed traders employed by securities firms. You should have appropriate experience before engaging in day trading.

Day trading requires knowledge of a firm’s operations: You should be familiar with a securities firm’s business practices, including the operation of the firm’s order execution systems and procedures. Under certain market conditions, you may find it difficult or impossible to liquidate a position quickly at a reasonable price. This can occur, for example, when the market for a stock suddenly drops, or if trading is halted due to recent news events or unusual trading activity. The more volatile a stock is, the greater the likelihood that problems may be encountered in executing a transaction. In addition to normal market risks, you may experience losses due to system failures.

Day trading will generate substantial commissions, even if the per trade cost is low: Day trading involves aggressive trading, and generally you will pay commissions on each trade. The total daily commissions that you pay on your trades will add to your losses or significantly reduce your earnings. For instance, assuming that a trade costs $16 and an average of 29 transactions are conducted per day, an investor would need to generate an annual profit of $111,360 just to cover commission expenses.

Day trading on margin or short selling may result in losses beyond your initial investment: When you day trade with funds borrowed from a firm or someone else, you can lose more than the funds you originally placed at risk. A decline in the value of the securities that are purchased may require you to provide additional funds to the firm to avoid the forced sale of those securities or other securities in your account. Short selling as part of your day-trading strategy also may lead to extraordinary losses, because you may have to purchase a stock at a very high price in order to cover a short position.

Pre-Opening or After Hours Trading Sessions

For Customers who are going to enter orders for execution in the Pre-Opening or After Hours Trading Session should be aware of the following potential risks:

Risk of Lower Liquidity. Liquidity refers to the ability of market participants to buy and sell securities. There may be lower liquidity in extended hours trading as compared to regular market hours. As a result, your order may only be partially executed, or not at all.

Risk of Higher Volatility. Volatility refers to the changes in price that securities undergo when trading. Generally, the higher the volatility of a security, the greater its price swings. The volatility in extended hours trading may be greater than during regular market hours. As a result, your order may only be partially executed, or not at all, or you may receive an inferior price in extended hours trading than you would during regular market hours.

Risk of Changing Prices. The prices of securities traded in extended hours trading may not reflect the prices either at the end of regular market hours, or upon the opening of the next morning. As a result, you may receive a higher or lower price in extended hours trading than you would during regular market hours.

Risk of Unlinked Markets. Depending on the extended hours trading system or the time of day, the prices displayed on a particular extended hour’s system may not reflect the prices in other extended hours trading systems dealing in the same securities during the same time period. Accordingly, you may receive a different price in one extended hours trading system than you would in another extended hours trading system.

Risk of News Announcements. Normally, issuers make news announcements that may affect the price of their securities after regular market hours. Similarly, important financial information is frequently announced outside of regular market hours. In extended hours trading, these announcements may occur during trading, and if combined with lower liquidity and higher volatility, may cause an exaggerated and unsustainable effect on the price of a security.

Risk of Wider Spreads. The spread refers to the difference in price between what you can buy a security for and what you can sell it for. Lower liquidity and higher volatility in extended hours trading may result in wider than normal spreads for a specific security.

Security Statement

Vision considers information security of paramount importance and we act diligently to protect the privacy and security of our clients’ personal information.

This Statement provides a general overview of our approach to information security and practices to secure our various systems and services. While the nature of information security measures differs across the different services we make available to our clients (including Web-based, telephone and other), this Statement is intended to address the majority of questions our clients may have. If a specific question is not addressed in this Statement, you may contact either your broker or Vision’s Client Services Team. Please note that we will address any questions regarding our security practices provided that the answer will not compromise our security measures.

The measures we take to protect our clients include the following:

  • Use of specialized technology, including firewalls and encryption, to limit connectivity to our password-protected Internet sites
  • Internal and external reviews of our Internet sites and services
  • Regular monitoring of our infrastructure and related systems to detect vulnerabilities and potential infiltration attempts
  • Testing of the security and operations of applications and services prior to their introduction to our Web sites
  • Periodic testing for known vulnerabilities in the technologies which we employ
  • Controls to identify, authenticate and authorize individuals to access sites or systems that are not made available to the general public
  • Regular updates to our security practices in light of known threats, vulnerabilities and their associated risks

Vision strives to provide the highest level of information system security. However, it is impossible to provide guarantees or legal warranties regarding security. No information security program or technology is failsafe, especially in light of the fact that technology and intrusion methods change rapidly over time. Vision regularly monitors our information security program in an effort to minimize the security risks to our operations and to our valued clients.

Beware of Fraudulent E-mails & Web Sites

“Phishing” is a rampant Internet scam that relies on “spoofed” e-mails, purportedly from well known firms, to lure individuals to fraudulent Web sites that look and feel like the well known firm’s Web site. At such Web sites, victims are asked to provide personal information about themselves, such as their name, address and credit card number. These fraudulent e-mails and Web sites may also try to install malicious software on your computer that monitors your activities and sends your personal information to a remote location. With that information, criminals can commit identity theft, credit card fraud and other crimes.

You can protect yourself by following these best practices when using the Internet:

  • Be aware that e-mail is insecure and easy to forge. E-mail that appears to be from a friend or company you do business with may be fraudulent and designed to trick you into providing personal information about yourself or installing dangerous software. Do not respond to e-mails or pop-up messages that solicit your personal information including name, address, social security number, etc.
  • Only access Web sites that you trust. You can either bookmark trusted Web sites or type their address into your browser each time you wish to access one of the sites. However, you should not click on hyperlinks embedded in an e-mail message as the message and hence the hyperlink may be fraudulent.
  • If you receive an e-mail addressed from Vision that you believe to be fraudulent, do not respond directly to the e-mail. Instead, you should forward it to webmaster@vfmarkets.com. Vision will investigate the e-mail and respond back to you.

Personal Computer Security Tips

You can protect yourself by following these best practices to secure your personal computer:

  • Install Anti-Virus software on your computer and make sure it is up to date with the most recent virus signatures.
  • Make sure your computer is up to date with the most recent software ‘patches’. Patches are software updates that often address software vulnerabilities that phishing scams and viruses exploit.
  • Install a firewall between your computer and the Internet. A firewall is a buffer between your computer and the Internet that limits access to your computer and blocks communications from unauthorized sources.
  • Please contact the manufacturer of your computer for additional information and recommendations.