Terms of Business

These terms of business (the “Terms of Business” or the “Terms”) set forth the terms and conditions under which Amherst Pierpont Securities LLC (“Amherst Pierpont”) will engage in certain financial transactions and otherwise conduct business with you, the client (hereinafter “You” or “Client”) or effectuate transactions on your behalf in securities and other financial products (the “Transactions”).  By doing business with Amherst Pierpont, You accept and agree to the Terms and Conditions set forth herein, as may be amended from time to time by Amherst Pierpont upon written notice which notice may be delivered by electronic means or posted on our internet website, and which amendments shall become effective upon the date specified in such notice. 

I. APPLICABLE LAWS AND REGULATION.

The Transactions and these Terms are governed by the laws of the State of New York, as applied to contracts entered into and performed in New York. All Transactions will be subject to all applicable laws, and the rules and regulations of applicable federal, state and self-regulatory organizations, including but not limited to the United States Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority, Inc. (“FINRA”), and the constitution, rules and customs of the exchanges, markets and clearing agencies where Transactions are executed, cleared and settled. 

II. TRANSACTIONS. 

All Transactions and agreements with You shall be subject to these Terms and Conditions.  Unless You provide Amherst Pierpont with specific instructions, Amherst Pierpont will use reasonable diligence to ascertain the best market for orders that Amherst Pierpont routes for execution.

Amherst Pierpont conducts business only with institutional accounts as defined by FINRA Rule 4512(c).  As such Amherst Pierpont’s counterparties are asked to affirmatively indicate that they are exercising independent judgment in evaluating investment risks with regard to particular transactions and investment strategies. 

Amherst Pierpont may at any time be engaged in transactions for other counterparties, or for its own account, that may be on the opposite side of, or that may trade ahead of, Your Transaction.  Amherst Pierpont may also, as part of facilitating Your order, engage in order grouping, hedging, or block positioning.  Amherst Pierpont may engage in these activities regardless of the size of Your order, subject to Amherst Pierpont’s conflict of interest policies.

III. FEES, PAYMENTS, AND CHARGES. 

You undertake and agree that You will pay the outstanding balances on all Transactions no later than the settlement or due date for each such Transaction.  You understand and agree that Amherst Pierpont may charge interest and other fees for execution, give-ups, delivery, reports, quotes, processing, or any other services furnished to You, and You agree to pay such interest and other fees on amounts owed to Amherst Pierpont at its then-prevailing rates.  You understand and agree further that such interest rates and others fees may be changed from time to time, and may include or reflect fees and other charges charged to Amherst Pierpont by third-party brokers, dealers or other service providers that Amherst Pierpont may call upon (some of whom may be affiliates) to effectuate Transactions or provide other services to You.  You also agree to pay any and all regulatory fees, any taxes imposed on Transactions by any competent taxing authority, and any other fees or charges that may be imposed on such Transactions, including but not limited to any fees imposed by any regulatory or self-regulatory body or organization, or any clearing agency or organization.  You understand that Amherst Pierpont or its affiliates may act as principal in certain Transactions with You.  Amherst Pierpont may pay a portion of interest and other fees charged to You to third parties that have introduced You to Amherst Pierpont.  All such charges or fees shall be paid by You as they are incurred.   

IV. CONFIRMATION OF TRANSACTIONS

You acknowledge that You are bound to the actual executions of Transactions on any applicable exchange, contract market, trading facility or other execution facility (each, a “Transaction Facility”) and understand that all reports of execution, price quotations, and other market information are subject to change, may contain errors and may be subject to delays in reporting.  You agree that You rely upon such information at Your own risk.  Confirmations of trades and any other similar notices sent to You shall be conclusive and binding unless You notify Amherst Pierpont to the contrary, (i) where a report is made orally, at the time delivered to You, or (ii) where a report or notice is in writing, prior to the opening of trading on the next day following delivery of the report on which the relevant Transaction Facility is open for business.  ANY OBJECTION TO ANY OF THE INFORMATION SET FORTH IN A TRADE CONFIRMATION OR SIMILAR NOTICE MUST BE MADE IN WRITING AND DIRECTED TO midoffice@apsec.com WITHIN THE TIME PERIOD SET FORTH ABOVE.  YOUR FAILURE TO PROVIDE SUCH TIMELY WRITTEN OBJECTION IN THE MANNER SPECIFIED SHALL CONSTITUTE RATIFICATION OF ALL ACTIONS TAKEN BY AMHERST PIERPONT OR ITS AGENTS, NOTWITHSTANDING THAT AN ERROR OR INCORRECT STATEMENT MAY LATER BE DISCOVERED, AND AMHERST PIERPONT SHALL HAVE NO LIABILITY TO YOU FOR SUCH ERRORS UNLESS IT HAS RECEIVED SUCH TIMELY WRITTEN NOTIFICATION.

V. ORDERS AND CANCELLATIONS.

You undertake and agree that all orders for the purchase and/or sale of any securities that are placed with Amherst Pierpont by You or on Your behalf shall be placed with the understanding that an actual purchase or sale of such is intended, and that it is Your intention and obligation in every case to deliver the securities being sold in the case of any order to sell, and to receive and pay for securities that may be received in connection with any order to purchase.  When You place a request to cancel an order, the cancellation of that order is not guaranteed.  Your order may be canceled only if Your request is received in the marketplace and matched up with Your order before Your order is executed.  Because market orders are subject to immediate execution, during market hours it is rarely possible to cancel Your market order.  When making changes to an existing unexecuted order, or attempting to make a trade that is subject to a prior unexecuted order, it is Your responsibility to advise one of our securities sales representatives at that time that a prior unexecuted open order is being changed or canceled.  Your failure to notify Amherst Pierpont of such prior unexecuted open order may result in such prior order remaining outstanding and subject to execution at Your risk.  You understand that Amherst Pierpont will not be held responsible for losses resulting from Your failure to notify Amherst Pierpont that a prior unexecuted order is being changed or canceled.  Although orders are usually routed to the marketplace as soon as technically practicable, certain orders, at its sole discretion and without prior notice, may be subject to manual review and entry, which may cause delays in the processing of Your orders, and You agree not to hold Amherst Pierpont liable therefore.  You also understand that You will receive the price at which Your order is executed in the marketplace, which may be different from the price at which the security is trading at the time Your order is transmitted to Amherst Pierpont or entered into its system.  You agree that Amherst Pierpont shall have no liability to You if any such Transaction Facility breaks any trade for any reason.

You represent that, in giving or transmitting an order to sell any security, You own the security and agree to deliver it by the settlement date. If Amherst Pierpont effects a sale of any security at Your direction and is unable to make delivery to the purchaser because of Your failure to supply such security, then Amherst Pierpont is authorized to purchase or borrow any such security necessary to make delivery thereof. In that event, You will be responsible for any cost, fee or expense which Amherst Pierpont may sustain relating to such purchase or borrowing and any premiums which it may be required to pay, and for any loss which Amherst Pierpont may sustain as a result of an inability to purchase or borrow the security sold at Your direction. You also represent that, in giving or transmitting an order to purchase any security via Amherst Pierpont or otherwise, the security is a permitted investment under the laws governing what constitutes a legal investment, if any, to which You are or may be subject from time to time, and You agree to deliver payment for that security by the settlement date. If Amherst Pierpont effects a purchase of any security at Your direction and is unable to make payment to the seller because of Your failure to make such payment, You will be responsible for and indemnify Amherst Pierpont for any direct loss which Amherst Pierpont may sustain thereby.

VI. BUY-INS, CANCELLATIONS, AND LIQUIDATIONS OF ORDERS/TRANSACTIONS.

Amherst Pierpont is authorized in the event that You become insolvent or are the subject of a proceeding commenced under the U.S. Bankruptcy Code,  state bankruptcy law, or other applicable  bankruptcy or insolvency regime, whenever Amherst Pierpont, in its sole discretion, deems it necessary for its protection, to cancel or liquidate all outstanding orders/Transactions and to offset any indebtedness that You may owe to Amherst Pierpont against any other assets You may have (either individually or jointly with others) that are being held by, or that are in the possession of, Amherst Pierpont.  Amherst Pierpont shall provide notice of such action  as soon as practicable which You understand may not be in advance of such action if Amherst Pierpont deems such action necessary to protect its interests  under the applicable bankruptcy or insolvency regime. You understand and agree that You will be liable to Amherst Pierpont, and You agree to promptly pay Amherst Pierpont for any direct loss and costs resulting from such buy-ins, cancellations, or liquidations of orders/Transactions. 

VII. PROSPECTUS/OFFERING DOCUMENT DELIVERY

Amherst Pierpont has adopted the “Access Equal Delivery” model for the delivery of offering disclosure documents. Under certain circumstances, SEC Rules 172 and 173 exempt the requirement of delivering a hard copy prospectus, official statement, and/or offering document to You.  Rather You will be deemed to have received delivery of a prospectus, official statement and/or offering document by virtue of Your ability to obtain this information on publically available websites.  Purusant to a written request, Amherst Pierpont will deliver a hard copy of a prospectus, official statement and/or offering document related to Your transaction.

Corporate Bonds

SEC Companies Search – Electronic Data Gathering, Analysis and Retrieval (“EDGAR”)
http://www.sec.gov/edgar/searchedgar/companysearch.html

Government Sponsored Enterprise Debt

Federal Farm Credit Bank:
http://www.farmcreditfunding.com/ffcb_live/termDebtActivity.html

Federal Home Loan Bank:
http://www.fhlb-of.com

Federal Home Loan Mortgage Corporation – Debt Securities:
http://www.freddiemac.com/debt/
Additional information available toll free at (800) 336-3672 or via email at Investor_Inquiry@FreddieMac.com

Federal Home Loan Mortgage Corporation – Mortgage-Backed Securities:
http://www.freddiemac.com/mbs/
Additional information available toll free at (800) 336-3672 or via email at Investor_Inquiry@FreddieMac.com

Federal National Mortgage Association – Debt Securities:
http://www.fanniemae.com/markets/debt/debt_tools_resources/debt_search.jhtml
Additional information available toll free at (800) 237-8627

Federal National Mortgage Association – Mortgage-Backed Securities:
http://www.fanniemae.com/portal/funding-the-market/mbs/
Additional information available toll free at (800) 237-8627

Government National Mortgage Association:
http://www.ginniemae.gov/
Additional information available toll free at (888) 446-6434

Municipal Securities

MSRB – Electronic Municipal Market Access (“EMMA”)
http://emma.msrb.org/Search/Search.aspx

Prospectuses are prepared and filed by the respective issuer.  Accordingly, Amherst Pierpont makes no warranty or respresentation as to the accuracy or completeness of the materials.  Please note that prospectuses may only be valid during the required delivery period and may not reflect current information regarding the securities offered or the issuer.

VIII. RESTRICTIONS ON TRADING.

You understand that Amherst Pierpont may, in its sole discretion, prohibit or restrict You from  trading  securities or substituting  securities purchased by You or on Your behalf.

IX. AUTHORITY; RELIANCE UPON CLIENT'S INSTRUCTIONS.

By doing business with Amherst Pierpont, You represent that (a) You are duly organized and validly existing under the laws of the jurisdiction in which You were formed or incorporated; (b) You have full power and authority to enter into and perform Your obligations hereunder and in respect of the Transactions; and (c) You have the power under Your organizing documents to enter into Transactions, both purchases and sales, as contemplated by these Terms. You represent and agree that all orders and instructions issued by You, or any person apparently authorized by You, pursuant to these Terms, including instructions transmitted electronically to Amherst Pierpont, have been duly authorized by You. You agree that Amherst Pierpont may rely upon such instructions as having been duly authorized by You, without any duty or obligation to investigate into the accuracy or correctness of the instructions, or the authenticity or extent of the authority thereby exercised, and that Amherst Pierpont will incur no liability in acting upon such instructions given to it concerning the Transactions.

X. FOR INTERNATIONAL CUSTOMERS: TAX.

If You are not a U.S. entity organized or taxable in the U.S., and do not engage in trade or business in the U.S.: You agree to certify, as applicable, that You are not an entity organized or taxable in the U.S., and do not engage in trade or business in the U.S. You further agree to certify that IRS Form W-8BEN-E, W-8EXP, or W-8IMY, as applicable, has been duly completed, executed by You and the information contained therein is complete and accurate; You agree to notify Amherst Pierpont within 30 days in the event that any information provided therein becomes inaccurate and to update or replace such form and/or information in accordance with its terms or subsequent amendments.

XI. NON-U.S. TAXES.

It is Your responsibility to determine the amounts of any withholding taxes owed to any non-U.S. authority, if any, and to pay such taxes to the applicable authorities. Any and all payments by or on account of any of Your obligations, including commissions and fees paid to Amherst Pierpont are to be made free and clear of and without deduction for any Taxes; provided that if You are required to deduct any Taxes from such payments then (i) the sum payable will be increased as necessary so that after making all required deductions, Amherst Pierpont receives an amount equal to the sum it would have received had no such deductions been made, and (ii) You will make such deductions and pay the full amount deducted to the relevant governmental authority in accordance with applicable law.

You will indemnify Amherst Pierpont and/or its affiliates within 10 days after written demand therefor, for the full amount of any Taxes paid by Amherst Pierpont and/or its affiliates on or with respect to any payment by or on account of any of Your obligations under this Paragraph XI and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant governmental authority. Amherst Pierpont and/or its affiliates may collect such indemnified amounts in accordance with the indemnification rights afforded herein.

As used herein, "Taxes" means all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any non-U.S. governmental authority; and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made by You or on Your behalf or from the execution, delivery or enforcement of, or otherwise with respect to the business You conduct with Amherst Pierpont, but excludes, with respect to Amherst Pierpont or any other recipient of any payment to be made by or on account of any of Your obligations related to Transactions, income or franchise taxes imposed on (or measured by) Amherst Pierpont's or recipients' net income by the United States of America.

XII. CURRENCY EXCHANGE RISK; NON-U.S. FUNDS. 

You shall bear all risk and cost in respect of the conversion of currencies incident to Transactions effected on Your behalf pursuant hereto.  Any conversions of currency shall be at a rate of exchange determined by Amherst Pierpont in its sole discretion based on prevailing money market rates of exchange for such currencies.  All payments shall be made in U.S. dollars, unless specified or agreed otherwise by Amherst Pierpont.

XIII. ANTI-MONEY LAUNDERING.

To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. federal law requires all U.S. financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account, along with those individuals authorized to trade on an entity’s behalf. In the event that Amherst Pierpont is unable to verify Your identity, Amherst Pierpont reserves the right, at any time, to take such action as may be required in accordance with such law or its own policies and procedures which may include terminating its relationship with You. 

XIV. NON-U.S. RESIDENT ENTITY REPRESENTATIONS.

If You are not an entity organized or taxable in the U.S., and do not engage in trade or business in the U.S.:

You certify that Your understanding of the English language is of a sufficient level to be able to understand the Terms; that You have reviewed these Terms; and that You understand all the provisions included.

You understand that Amherst Pierpont is not licensed or authorized to provide financial services in the jurisdiction of Your location and that by conducting business with Amherst Pierpont, You will not have any of the applicable protections conferred by legislation and regulations of Your local jurisdiction with respect to Your relationship with Amherst Pierpont, including, without limitation its privacy and secrecy laws, and will not be afforded the benefits, if any, of any dispute resolution or compensation schemes that may be provided by such legislation and regulation. You hereby waive any of Your rights under any privacy and secrecy laws or other similar regulations that prohibit or restrict Amherst Pierpont or its affiliates from disclosing its information or information related to You or the Transactions : (i) to any governmental body, agency, official or authority that Amherst Pierpont reasonably believes has jurisdiction over You or the Transactions (ii) as may be otherwise required, in the reasonable opinion of Amherst Pierpont, by applicable law, rule or regulation; or (iii) to any of Amherst Pierpont’s affiliates.

You represent that You have the legal capacity, and are authorized to conduct business with Amherst Pierpont, including without limitation, any required authorizations from applicable governmental authorities. You will indemnify Amherst Pierpont and its affiliates for any direct losses, fees and costs, including reasonable attorneys' fees arising out of  any breach of the representation in this paragraph.

XV. TERMINATION

The relationship between You and Amherst Pierpont may be terminated at will upon notice by either Amherst Pierpont or You to the other, and termination will become effective upon receipt of that notice. Any termination will not, however, affect liabilities or obligations of the parties incurred, or arising from Transactions initiated under these Terms prior to the effectiveness of such termination.

XVI. RECORDING CONVERSATIONS.

For mutual protection, Amherst Pierpont may record any of Your conversations with Amherst Pierpont without further notice to You.

XVII. PRIVACY POLICY.

Amherst Pierpont's "Privacy Policy" is available by request and describes Amherst Pierpont's general policies regarding the use and sharing of information about You. You acknowledge that Amherst Pierpont may use and share information about You in accordance with those policies.

XVIII. LIMITATION OF LIABILITY

You undertake and agree that You shall have no claim against Amherst Pierpont or any of its affiliates, direct or indirect holding companies or subsidiaries, its respective directors, officers, employees or agents for any loss, damage, liability, cost, charge, expense, penalty, fine or tax caused directly or indirectly by:  (a) failure of  any medium of order transmission whether by fax, electronic mail, instant messaging or other medium for execution, and You agree that Amherst Pierpont shall not be held liable for any such  failure regarding proper execution unless it is due to its fraudulent activity; (b) any applicable law, or any order of any court, governmental agency or other regulatory body; (c) suspension or termination of trading; (d) restrictions, exchange or market disruptions or rulings, acts of terrorism, riot, sovereign conduct or other acts of state, war or civil or labor disturbance; (e) any delays or inaccuracies in the transmission or reporting of orders or other information caused by a third party broker, dealer or service provider or due to a breakdown or failure of any Transaction Facility or any other transmission or communication facilities for any reason; (f) failure or delay for any reason of any broker, bank, depository, Transaction Facility or custodian to fulfill its obligations or to pay in full any amounts owed to Amherst Pierpont or to You; or (h) any other causes beyond the control of Amherst Pierpont .  You waive any claim, cause of action or right  against Amherst Pierpont, its affiliates, direct or indirect holding companies or subsidiaries, its respective directors, officers, employees or agents that may arise or occur as a result of any of the forgoing reasons.  In no event will Amherst Pierpont be liable to You for any consequential, incidental or special damages under or relating to these Terms of Business.  Amherst Pierpont will not be responsible to You in the event of error, failure, gross negligence, fraud or misconduct on the part of any intermediary, trading advisor, or other person acting on Your behalf and, without limitation, Amherst Pierpont have no obligation to investigate the facts surrounding any Transaction which is introduced by such intermediary, trading advisor, or other person.  In addition to any other agreement to indemnify Amherst Pierpont or any other party referenced in these Terms or in any other agreement, You agree to indemnify Amherst Pierpont and hold Amherst Pierpont harmless from and against any and all liabilities, penalties, losses and expenses, including legal expenses and attorneys’ fees, incurred by Amherst Pierpont as a result of any error, failure, negligence or misconduct on the part of any such intermediary, trading advisor or other person acting (or apparently acting) on Your behalf.  Amherst Pierpont shall only be liable for actions or inactions by Amherst Pierpont which is finally determined by a court of law to amount to gross negligence, willful misconduct or fraud.

XIX. GOVERNING LAW; JURISDICTION & VENUE; SERVICE; LIMITATION ON ACTIONS;  WAIVER OF JURY TRIAL.

19.1 THIS AGREEMENT IS MADE IN THE STATE OF NEW YORK AND THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING LAWS APPLICABLE TO MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

19.2 Amherst Pierpont is a member of FINRA.  As such, You have a right to arbitrate any dispute with Amherst Pierpont in FINRA arbitration if You so choose.  If You choose not to arbitrate any such dispute (including before FINRA arbitration), then You have not entered into an arbitration agreement with Amherst Pierpont, or if arbitration is unavailable, and all actions or proceedings, whether initiated by You or Amherst Pierpont, with respect to any controversy arising out of or related to this agreement, shall be litigated only in courts located in the State of New York.  You hereby submit to the jurisdiction of the United States District Court of the Southern District of New York, and any other court of competent jurisdiction located  in New York County, New York.  If You bring any arbitration, administrative or reparations proceedings against Amherst Pierpont, You hereby authorize and direct such arbitrators, administrative law judges, or judgment officers to hold any such proceedings in New York County, New York.  You hereby waive any right You may have to transfer or to change the venue of any litigation You may bring against Amherst Pierpont, or to move that such litigation is brought in an inconvenient forum or that forum is improper.

19.3 You agree to accept court service of process by registered or certiļ¬ed mail addressed to You at the address You provided to Amherst Pierpont or confirmed during the onboarding process, and such service shall constitute personal service of process.

19.4 You waive any right You may have to a trial by jury.

XX. MISCELLANEOUS.

20.1 You will comply with all applicable federal, state, and local laws, regulations, and ordinances related to the subject matter of these Terms and the Transactions involved and contemplated herein.

20.2 Any notice required or permitted to be given in connection with these Terms (other than any confirmation or other statement, and including any notice of the initiation of a dispute with Amherst Pierpont) will be deemed to be delivered if it is personally delivered or sent by certified or registered mail or overnight courier, postage prepaid with return receipt requested, and addressed to Amherst Pierpont, at the address listed below (or at such other address as Amherst Pierpont may specify in writing) or to the address You provided  Amherst Pierpont or confirmed during the onboarding process.

Amherst Pierpont Securities,
Attn:  Compliance Department
245 Park Avenue, 15th Floor
New York, NY 10167
(646) 776-7000

20.3 If any of the Terms are determined to be invalid, illegal or unenforceable under any law or regulation, it will not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

20.4 In acting on any instruction given by You or on Your behalf, Amherst Pierpont shall act in good faith. Amherst Pierpont may accept orders or act on instructions received from any individual  who it believes, in good faith, is associated with You, and anyone who holds him or herself out on phone, electronic, or other communications as having the authority to act on Your behalf. It is Your responsibility to develop an appropriate supervisory system of controls so that persons holding themselves out as having the authority to act on Your behalf are in fact authorized to do so.

20.5 By doing business with Amherst Pierpont, You agree to and accept these Terms. These Terms supersede any prior or other outstanding terms or agreements between Amherst Pierpont and You, and may not be modified by any conflicting or alternate terms provided by You, absent the signed consent of Amherst Pierpont thereto; provided however, that in the case of specific types of Transactions, these Terms may be complemented by other terms or agreements relating to such specific Transactions, if agreed between You and Amherst Pierpont. To the extent that such other terms or agreements are inconsistent with these terms, such other terms and agreements will prevail.