Glendale Securities, Inc. (GSI, we, our or us) is a broker-dealer registered with the U.S. Securities and Exchange Commission ("SEC"). We are also a member of The Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). Brokerage and investment advisory services and fees differ, and it is important for you to understand these differences. It is important for you to understand our services, fees, costs, conflicts of interest, standard of conduct, disciplinary history, and the disciplinary histories of our financial professionals. Free and simple tools are available to research firms and financial professionals at investor.gov/CRS, which also provides educational materials about broker-dealers, investment advisers, and investing. Glendale Securities, Inc. (GSI, we, our or us) 是一家在美国证券交易委员会("SEC")注册的经纪自营商。我们还是美国金融业监管局("FINRA")和证券投资者保护公司("SIPC")的成员。经纪和投资顾问服务及费用各不相同,您有必要了解这些差异。您必须了解我们的服务、费用、成本、利益冲突、行为标准、纪律处分记录以及我们金融专业人士的纪律处分记录。您可在 investor.gov/CRS 网站上使用免费和简单的工具来研究公司和金融专业人士,该网站还提供有关经纪自营商、投资顾问和投资的教育材料。
What investment services and advice can you provide me? 你们能为我提供哪些投资服务和建议?
We offer self-directed brokerage services to retail investors, including buying and selling equity securities. We do not offer recommendations to retail customers. In addition to equities, we offer a limited selection of investment services including corporate and municipal bonds, US Treasuries, mutual funds, and exchange-traded funds. Contact us to discuss if our services meet your investment needs: https://glendalesecurities.com/contact/
Account Monitoring / Investment Authority: We do not monitor your investments on an ongoing basis other than for compliance/regulatory purposes. We do not offer discretionary account services but may have time and price discretion over transactions if authorization is granted by you prior to order placement. You make the ultimate decision regarding the purchase or sale of your investments.
Limited Investment Offering: We offer access to many publicly traded securities. We do not currently provide access to private offerings, proprietary products, or options transactions.
Account Minimums: We have no account funding minimums or investment minimums for our clients.
We are an introducing broker-dealer. Our clearing firm, Wilson-Davis & Co., Inc. ("WDCO"), will hold custody of your funds and securities. WDCO will clear and settle your trades; prepare and distribute your account statements and trade confirmations.
You may find additional information at https://glendalesecurities.com.
Conversation Starters: Ask your financial professional-Given my financial situation, should I choose a brokerage service? Why or why not? How will you choose investments to recommend to me? What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean?
We offer self-directed brokerage services to retail investors, including buying and selling equity securities. We do not offer recommendations to retail customers. In addition to equities, we offer a limited selection of investment services including corporate and municipal bonds, US Treasuries, mutual funds, and exchange-traded funds. Contact us to discuss if our services meet your investment needs: https://glendalesecurities.com/contact/
Account Monitoring / Investment Authority: We do not monitor your investments on an ongoing basis other than for compliance/regulatory purposes. We do not offer discretionary account services but may have time and price discretion over transactions if authorization is granted by you prior to order placement. You make the ultimate decision regarding the purchase or sale of your investments.
Limited Investment Offering: We offer access to many publicly traded securities. We do not currently provide access to private offerings, proprietary products, or options transactions.
Account Minimums: We have no account funding minimums or investment minimums for our clients.
We are an introducing broker-dealer. Our clearing firm, Wilson-Davis & Co., Inc. ("WDCO"), will hold custody of your funds and securities. WDCO will clear and settle your trades; prepare and distribute your account statements and trade confirmations.
You may find additional information at https://glendalesecurities.com.
Conversation Starters: Ask your financial professional-Given my financial situation, should I choose a brokerage service? Why or why not? How will you choose investments to recommend to me? What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean?| We offer self-directed brokerage services to retail investors, including buying and selling equity securities. We do not offer recommendations to retail customers. In addition to equities, we offer a limited selection of investment services including corporate and municipal bonds, US Treasuries, mutual funds, and exchange-traded funds. Contact us to discuss if our services meet your investment needs: https://glendalesecurities.com/contact/ |
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| Account Monitoring / Investment Authority: We do not monitor your investments on an ongoing basis other than for compliance/regulatory purposes. We do not offer discretionary account services but may have time and price discretion over transactions if authorization is granted by you prior to order placement. You make the ultimate decision regarding the purchase or sale of your investments. |
| Limited Investment Offering: We offer access to many publicly traded securities. We do not currently provide access to private offerings, proprietary products, or options transactions. |
| Account Minimums: We have no account funding minimums or investment minimums for our clients. |
| We are an introducing broker-dealer. Our clearing firm, Wilson-Davis & Co., Inc. ("WDCO"), will hold custody of your funds and securities. WDCO will clear and settle your trades; prepare and distribute your account statements and trade confirmations. |
| You may find additional information at https://glendalesecurities.com. |
| Conversation Starters: Ask your financial professional-Given my financial situation, should I choose a brokerage service? Why or why not? How will you choose investments to recommend to me? What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean? |
Brokerage Account Commission Fees: Your broker will negotiate transaction-based commissions with you. Transaction-based commissions can add up if there are many transactions in your account or if the commissions charged are higher. The potential for conflict arises when you are paying more commissions by executing more trades, resulting in an incentive for us or your broker to encourage frequent trading.
Other Fees & Costs: In addition to the commission fees, we also typically charge other costs and trade fees on transactions in your account and for services we provide to your account. These include maintenance fees, charges for executing trades, exchange fees, clearing fees, and other fees. Some investment products (such as mutual funds, and exchange-traded funds) may charge additional fees that will reduce the value of your investment over time.
For additional information about fees and costs, please refer to https://glendalesecurities.com/fees/ and review our fee schedule. Fees may change without notice and any changes will be reflected in our fee schedule posted online.
You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. The trade confirmations we send to you will show the actual transaction costs and fees charged to you.
Conversation Starters: Ask your financial professional- Help me understand how these fees and costs might affect my investments. If I give you $10,000\$ 10,000 to invest, how much will go to fees and costs, and how much will be invested for me?
Brokerage Account Commission Fees: Your broker will negotiate transaction-based commissions with you. Transaction-based commissions can add up if there are many transactions in your account or if the commissions charged are higher. The potential for conflict arises when you are paying more commissions by executing more trades, resulting in an incentive for us or your broker to encourage frequent trading.
Other Fees & Costs: In addition to the commission fees, we also typically charge other costs and trade fees on transactions in your account and for services we provide to your account. These include maintenance fees, charges for executing trades, exchange fees, clearing fees, and other fees. Some investment products (such as mutual funds, and exchange-traded funds) may charge additional fees that will reduce the value of your investment over time.
For additional information about fees and costs, please refer to https://glendalesecurities.com/fees/ and review our fee schedule. Fees may change without notice and any changes will be reflected in our fee schedule posted online.
You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. The trade confirmations we send to you will show the actual transaction costs and fees charged to you.
Conversation Starters: Ask your financial professional- Help me understand how these fees and costs might affect my investments. If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me?| Brokerage Account Commission Fees: Your broker will negotiate transaction-based commissions with you. Transaction-based commissions can add up if there are many transactions in your account or if the commissions charged are higher. The potential for conflict arises when you are paying more commissions by executing more trades, resulting in an incentive for us or your broker to encourage frequent trading. |
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| Other Fees & Costs: In addition to the commission fees, we also typically charge other costs and trade fees on transactions in your account and for services we provide to your account. These include maintenance fees, charges for executing trades, exchange fees, clearing fees, and other fees. Some investment products (such as mutual funds, and exchange-traded funds) may charge additional fees that will reduce the value of your investment over time. |
| For additional information about fees and costs, please refer to https://glendalesecurities.com/fees/ and review our fee schedule. Fees may change without notice and any changes will be reflected in our fee schedule posted online. |
| You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. The trade confirmations we send to you will show the actual transaction costs and fees charged to you. |
| Conversation Starters: Ask your financial professional- Help me understand how these fees and costs might affect my investments. If I give you $\$ 10,000$ to invest, how much will go to fees and costs, and how much will be invested for me? |
Introduction Glendale Securities, Inc. (GSI, we, our or us) is a broker-dealer registered with the U.S. Securities and Exchange Commission ("SEC"). We are also a member of The Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). Brokerage and investment advisory services and fees differ, and it is important for you to understand these differences. It is important for you to understand our services, fees, costs, conflicts of interest, standard of conduct, disciplinary history, and the disciplinary histories of our financial professionals. Free and simple tools are available to research firms and financial professionals at investor.gov/CRS, which also provides educational materials about broker-dealers, investment advisers, and investing.
What investment services and advice can you provide me? "We offer self-directed brokerage services to retail investors, including buying and selling equity securities. We do not offer recommendations to retail customers. In addition to equities, we offer a limited selection of investment services including corporate and municipal bonds, US Treasuries, mutual funds, and exchange-traded funds. Contact us to discuss if our services meet your investment needs: https://glendalesecurities.com/contact/
Account Monitoring / Investment Authority: We do not monitor your investments on an ongoing basis other than for compliance/regulatory purposes. We do not offer discretionary account services but may have time and price discretion over transactions if authorization is granted by you prior to order placement. You make the ultimate decision regarding the purchase or sale of your investments.
Limited Investment Offering: We offer access to many publicly traded securities. We do not currently provide access to private offerings, proprietary products, or options transactions.
Account Minimums: We have no account funding minimums or investment minimums for our clients.
We are an introducing broker-dealer. Our clearing firm, Wilson-Davis & Co., Inc. ("WDCO"), will hold custody of your funds and securities. WDCO will clear and settle your trades; prepare and distribute your account statements and trade confirmations.
You may find additional information at https://glendalesecurities.com.
Conversation Starters: Ask your financial professional-Given my financial situation, should I choose a brokerage service? Why or why not? How will you choose investments to recommend to me? What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean?"
What fees will "Brokerage Account Commission Fees: Your broker will negotiate transaction-based commissions with you. Transaction-based commissions can add up if there are many transactions in your account or if the commissions charged are higher. The potential for conflict arises when you are paying more commissions by executing more trades, resulting in an incentive for us or your broker to encourage frequent trading.
Other Fees & Costs: In addition to the commission fees, we also typically charge other costs and trade fees on transactions in your account and for services we provide to your account. These include maintenance fees, charges for executing trades, exchange fees, clearing fees, and other fees. Some investment products (such as mutual funds, and exchange-traded funds) may charge additional fees that will reduce the value of your investment over time.
For additional information about fees and costs, please refer to https://glendalesecurities.com/fees/ and review our fee schedule. Fees may change without notice and any changes will be reflected in our fee schedule posted online.
You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. The trade confirmations we send to you will show the actual transaction costs and fees charged to you.
Conversation Starters: Ask your financial professional- Help me understand how these fees and costs might affect my investments. If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me?"| Introduction | Glendale Securities, Inc. (GSI, we, our or us) is a broker-dealer registered with the U.S. Securities and Exchange Commission ("SEC"). We are also a member of The Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). Brokerage and investment advisory services and fees differ, and it is important for you to understand these differences. It is important for you to understand our services, fees, costs, conflicts of interest, standard of conduct, disciplinary history, and the disciplinary histories of our financial professionals. Free and simple tools are available to research firms and financial professionals at investor.gov/CRS, which also provides educational materials about broker-dealers, investment advisers, and investing. |
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| What investment services and advice can you provide me? | We offer self-directed brokerage services to retail investors, including buying and selling equity securities. We do not offer recommendations to retail customers. In addition to equities, we offer a limited selection of investment services including corporate and municipal bonds, US Treasuries, mutual funds, and exchange-traded funds. Contact us to discuss if our services meet your investment needs: https://glendalesecurities.com/contact/ <br> Account Monitoring / Investment Authority: We do not monitor your investments on an ongoing basis other than for compliance/regulatory purposes. We do not offer discretionary account services but may have time and price discretion over transactions if authorization is granted by you prior to order placement. You make the ultimate decision regarding the purchase or sale of your investments. <br> Limited Investment Offering: We offer access to many publicly traded securities. We do not currently provide access to private offerings, proprietary products, or options transactions. <br> Account Minimums: We have no account funding minimums or investment minimums for our clients. <br> We are an introducing broker-dealer. Our clearing firm, Wilson-Davis & Co., Inc. ("WDCO"), will hold custody of your funds and securities. WDCO will clear and settle your trades; prepare and distribute your account statements and trade confirmations. <br> You may find additional information at https://glendalesecurities.com. <br> Conversation Starters: Ask your financial professional-Given my financial situation, should I choose a brokerage service? Why or why not? How will you choose investments to recommend to me? What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean? |
| What fees will | Brokerage Account Commission Fees: Your broker will negotiate transaction-based commissions with you. Transaction-based commissions can add up if there are many transactions in your account or if the commissions charged are higher. The potential for conflict arises when you are paying more commissions by executing more trades, resulting in an incentive for us or your broker to encourage frequent trading. <br> Other Fees & Costs: In addition to the commission fees, we also typically charge other costs and trade fees on transactions in your account and for services we provide to your account. These include maintenance fees, charges for executing trades, exchange fees, clearing fees, and other fees. Some investment products (such as mutual funds, and exchange-traded funds) may charge additional fees that will reduce the value of your investment over time. <br> For additional information about fees and costs, please refer to https://glendalesecurities.com/fees/ and review our fee schedule. Fees may change without notice and any changes will be reflected in our fee schedule posted online. <br> You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. The trade confirmations we send to you will show the actual transaction costs and fees charged to you. <br> Conversation Starters: Ask your financial professional- Help me understand how these fees and costs might affect my investments. If I give you $\$ 10,000$ to invest, how much will go to fees and costs, and how much will be invested for me? |
What are your legal obligations to me when providing recommendations? 在提供建议时,您对我有哪些法律义务?
We do not provide recommendations. We make money in a way that creates conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide to you.
Here are some examples to help you understand what this means:
We do not provide recommendations. We make money in a way that creates conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide to you.
Here are some examples to help you understand what this means:| We do not provide recommendations. We make money in a way that creates conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide to you. |
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| Here are some examples to help you understand what this means: |
How else does your firm make money and what conflicts of interest do you have? 贵公司还如何赚钱,有哪些利益冲突?
Examples of ways we make money that conflicts with your interest: We are paid a transaction-based commission for each investment. This transaction-based commission is a percentage of the amount you invest. Therefore, we have an incentive for you to invest more.
We engage in market-making and proprietary trading that may be related to transactions conducted on behalf of our retail customers. This may represent a conflict of interest between us and our retail investor customers.
We sometimes act as a principal on certain trades, meaning that we may buy or sell securities to you from our own account. We do not take a commission on these trades, but we do earn money by assessing a mark-up or a mark-down. Buying and selling securities to customers on our behalf is a conflict because it can create an incentive for us to encourage customers to buy securities for our own gain.
We refer our clients to other unaffiliated registered entities for services we cannot provide. These unaffiliated firms charge fees and commissions of which we receive a portion. Potential conflicts may arise if we refer services for the purpose of generating revenue. We will disclose these types of revenue sharing agreements to you prior to allowing you to transact in any purchase or sale that may be affected by a revenue sharing agreement.
We receive payment for order flow from market centers to which we route orders. We have an incentive to route orders to market centers that pay or rebate us for such orders, subject to our best execution requirements.
We offer sweep account options, in which the excess cash balances of your securities account are swept into an interest paying account daily. The sweep programs are offered by non-affiliated banks and broker-dealers who keep a portion of the interest earned in the account. The sponsors of these programs share a portion of that revenue with our clearing firm, WDCO, which can create a potential conflict. Specific information about this program can be found in your account agreement.
Conversation Starters: Ask your financial professional-How might your conflicts of interest affect me, and how will you address them?
You should understand and ask us about these conflicts. You may find further information at https://glendalesecurities.com/business-with-glendale/
Examples of ways we make money that conflicts with your interest: We are paid a transaction-based commission for each investment. This transaction-based commission is a percentage of the amount you invest. Therefore, we have an incentive for you to invest more.
We engage in market-making and proprietary trading that may be related to transactions conducted on behalf of our retail customers. This may represent a conflict of interest between us and our retail investor customers.
We sometimes act as a principal on certain trades, meaning that we may buy or sell securities to you from our own account. We do not take a commission on these trades, but we do earn money by assessing a mark-up or a mark-down. Buying and selling securities to customers on our behalf is a conflict because it can create an incentive for us to encourage customers to buy securities for our own gain.
We refer our clients to other unaffiliated registered entities for services we cannot provide. These unaffiliated firms charge fees and commissions of which we receive a portion. Potential conflicts may arise if we refer services for the purpose of generating revenue. We will disclose these types of revenue sharing agreements to you prior to allowing you to transact in any purchase or sale that may be affected by a revenue sharing agreement.
We receive payment for order flow from market centers to which we route orders. We have an incentive to route orders to market centers that pay or rebate us for such orders, subject to our best execution requirements.
We offer sweep account options, in which the excess cash balances of your securities account are swept into an interest paying account daily. The sweep programs are offered by non-affiliated banks and broker-dealers who keep a portion of the interest earned in the account. The sponsors of these programs share a portion of that revenue with our clearing firm, WDCO, which can create a potential conflict. Specific information about this program can be found in your account agreement.
Conversation Starters: Ask your financial professional-How might your conflicts of interest affect me, and how will you address them?
You should understand and ask us about these conflicts. You may find further information at https://glendalesecurities.com/business-with-glendale/| Examples of ways we make money that conflicts with your interest: We are paid a transaction-based commission for each investment. This transaction-based commission is a percentage of the amount you invest. Therefore, we have an incentive for you to invest more. |
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| We engage in market-making and proprietary trading that may be related to transactions conducted on behalf of our retail customers. This may represent a conflict of interest between us and our retail investor customers. |
| We sometimes act as a principal on certain trades, meaning that we may buy or sell securities to you from our own account. We do not take a commission on these trades, but we do earn money by assessing a mark-up or a mark-down. Buying and selling securities to customers on our behalf is a conflict because it can create an incentive for us to encourage customers to buy securities for our own gain. |
| We refer our clients to other unaffiliated registered entities for services we cannot provide. These unaffiliated firms charge fees and commissions of which we receive a portion. Potential conflicts may arise if we refer services for the purpose of generating revenue. We will disclose these types of revenue sharing agreements to you prior to allowing you to transact in any purchase or sale that may be affected by a revenue sharing agreement. |
| We receive payment for order flow from market centers to which we route orders. We have an incentive to route orders to market centers that pay or rebate us for such orders, subject to our best execution requirements. |
| We offer sweep account options, in which the excess cash balances of your securities account are swept into an interest paying account daily. The sweep programs are offered by non-affiliated banks and broker-dealers who keep a portion of the interest earned in the account. The sponsors of these programs share a portion of that revenue with our clearing firm, WDCO, which can create a potential conflict. Specific information about this program can be found in your account agreement. |
| Conversation Starters: Ask your financial professional-How might your conflicts of interest affect me, and how will you address them? |
| You should understand and ask us about these conflicts. You may find further information at https://glendalesecurities.com/business-with-glendale/ |
How do your financial professionals make money? 您的金融专业人员如何赚钱?
We pay our financial professionals who service retail accounts a portion of the transaction-based commissions generated by the transactions they facilitate. We collect the commissions you pay and pay a portion to your broker. This transaction-based fee is a percentage of the amount you invest. Therefore, our financial professionals have an incentive for you to invest more. Your brokers may receive a higher payout if the commissions they earn in a given period reach a certain threshold. This conflict is important for you to understand because you broker may attempt to generate more commissions to obtain higher payout thresholds. 我们从为零售账户提供服务的金融专业人士促成的交易中收取部分交易佣金。我们收取您支付的佣金,并向您的经纪人支付部分佣金。交易佣金是您投资金额的一定百分比。因此,我们的金融专业人士会鼓励您进行更多投资。如果您的经纪人在某一特定时期内赚取的佣金达到一定门槛,他们可能会获得更高的报酬。您必须了解这一冲突,因为您的经纪人可能会试图赚取更多佣金,以获得更高的支付门槛。
Do you or your financial professionals have legal or disciplinary history? 您或您的金融专业人员是否有法律或纪律处分记录?
Yes. We and our financial professionals have legal and disciplinary histories. Visit https://www.investor.gov/CRS for a free and simple search tool to research us and our financial professionals. You can also find additional information about us and our financial professionals at https://brokercheck.finra.org: Our CRD number is 123649.
Conversation Starters: Ask your financial professional-As a financial professional, do you have any disciplinary history? For what type of conduct?
Yes. We and our financial professionals have legal and disciplinary histories. Visit https://www.investor.gov/CRS for a free and simple search tool to research us and our financial professionals. You can also find additional information about us and our financial professionals at https://brokercheck.finra.org: Our CRD number is 123649.
Conversation Starters: Ask your financial professional-As a financial professional, do you have any disciplinary history? For what type of conduct?| Yes. We and our financial professionals have legal and disciplinary histories. Visit https://www.investor.gov/CRS for a free and simple search tool to research us and our financial professionals. You can also find additional information about us and our financial professionals at https://brokercheck.finra.org: Our CRD number is 123649. |
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| Conversation Starters: Ask your financial professional-As a financial professional, do you have any disciplinary history? For what type of conduct? |
You may find additional information at https://glendalesecurities.com/ You may request a copy of the Form CRS Relationship Summary by contacting your registered representative. You may also call (818) 907-1505 for a copy or to request up-to-date information.
Conversation Starters: Ask your financial professional- Who is my primary contact person? Is he/she a representative of an investment adviser or broker dealer? Who can I talk to if I have concerns about how this person is treating me?
You may find additional information at https://glendalesecurities.com/ You may request a copy of the Form CRS Relationship Summary by contacting your registered representative. You may also call (818) 907-1505 for a copy or to request up-to-date information.
Conversation Starters: Ask your financial professional- Who is my primary contact person? Is he/she a representative of an investment adviser or broker dealer? Who can I talk to if I have concerns about how this person is treating me?| You may find additional information at https://glendalesecurities.com/ You may request a copy of the Form CRS Relationship Summary by contacting your registered representative. You may also call (818) 907-1505 for a copy or to request up-to-date information. |
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| Conversation Starters: Ask your financial professional- Who is my primary contact person? Is he/she a representative of an investment adviser or broker dealer? Who can I talk to if I have concerns about how this person is treating me? |
What are your legal obligations to me when providing recommendations? "We do not provide recommendations. We make money in a way that creates conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide to you.
Here are some examples to help you understand what this means:"
How else does your firm make money and what conflicts of interest do you have? "Examples of ways we make money that conflicts with your interest: We are paid a transaction-based commission for each investment. This transaction-based commission is a percentage of the amount you invest. Therefore, we have an incentive for you to invest more.
We engage in market-making and proprietary trading that may be related to transactions conducted on behalf of our retail customers. This may represent a conflict of interest between us and our retail investor customers.
We sometimes act as a principal on certain trades, meaning that we may buy or sell securities to you from our own account. We do not take a commission on these trades, but we do earn money by assessing a mark-up or a mark-down. Buying and selling securities to customers on our behalf is a conflict because it can create an incentive for us to encourage customers to buy securities for our own gain.
We refer our clients to other unaffiliated registered entities for services we cannot provide. These unaffiliated firms charge fees and commissions of which we receive a portion. Potential conflicts may arise if we refer services for the purpose of generating revenue. We will disclose these types of revenue sharing agreements to you prior to allowing you to transact in any purchase or sale that may be affected by a revenue sharing agreement.
We receive payment for order flow from market centers to which we route orders. We have an incentive to route orders to market centers that pay or rebate us for such orders, subject to our best execution requirements.
We offer sweep account options, in which the excess cash balances of your securities account are swept into an interest paying account daily. The sweep programs are offered by non-affiliated banks and broker-dealers who keep a portion of the interest earned in the account. The sponsors of these programs share a portion of that revenue with our clearing firm, WDCO, which can create a potential conflict. Specific information about this program can be found in your account agreement.
Conversation Starters: Ask your financial professional-How might your conflicts of interest affect me, and how will you address them?
You should understand and ask us about these conflicts. You may find further information at https://glendalesecurities.com/business-with-glendale/"
How do your financial professionals make money? We pay our financial professionals who service retail accounts a portion of the transaction-based commissions generated by the transactions they facilitate. We collect the commissions you pay and pay a portion to your broker. This transaction-based fee is a percentage of the amount you invest. Therefore, our financial professionals have an incentive for you to invest more. Your brokers may receive a higher payout if the commissions they earn in a given period reach a certain threshold. This conflict is important for you to understand because you broker may attempt to generate more commissions to obtain higher payout thresholds.
Do you or your financial professionals have legal or disciplinary history? "Yes. We and our financial professionals have legal and disciplinary histories. Visit https://www.investor.gov/CRS for a free and simple search tool to research us and our financial professionals. You can also find additional information about us and our financial professionals at https://brokercheck.finra.org: Our CRD number is 123649.
Conversation Starters: Ask your financial professional-As a financial professional, do you have any disciplinary history? For what type of conduct?"
Additional Information "You may find additional information at https://glendalesecurities.com/ You may request a copy of the Form CRS Relationship Summary by contacting your registered representative. You may also call (818) 907-1505 for a copy or to request up-to-date information.
Conversation Starters: Ask your financial professional- Who is my primary contact person? Is he/she a representative of an investment adviser or broker dealer? Who can I talk to if I have concerns about how this person is treating me?"| What are your legal obligations to me when providing recommendations? | We do not provide recommendations. We make money in a way that creates conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide to you. <br> Here are some examples to help you understand what this means: |
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| How else does your firm make money and what conflicts of interest do you have? | Examples of ways we make money that conflicts with your interest: We are paid a transaction-based commission for each investment. This transaction-based commission is a percentage of the amount you invest. Therefore, we have an incentive for you to invest more. <br> We engage in market-making and proprietary trading that may be related to transactions conducted on behalf of our retail customers. This may represent a conflict of interest between us and our retail investor customers. <br> We sometimes act as a principal on certain trades, meaning that we may buy or sell securities to you from our own account. We do not take a commission on these trades, but we do earn money by assessing a mark-up or a mark-down. Buying and selling securities to customers on our behalf is a conflict because it can create an incentive for us to encourage customers to buy securities for our own gain. <br> We refer our clients to other unaffiliated registered entities for services we cannot provide. These unaffiliated firms charge fees and commissions of which we receive a portion. Potential conflicts may arise if we refer services for the purpose of generating revenue. We will disclose these types of revenue sharing agreements to you prior to allowing you to transact in any purchase or sale that may be affected by a revenue sharing agreement. <br> We receive payment for order flow from market centers to which we route orders. We have an incentive to route orders to market centers that pay or rebate us for such orders, subject to our best execution requirements. <br> We offer sweep account options, in which the excess cash balances of your securities account are swept into an interest paying account daily. The sweep programs are offered by non-affiliated banks and broker-dealers who keep a portion of the interest earned in the account. The sponsors of these programs share a portion of that revenue with our clearing firm, WDCO, which can create a potential conflict. Specific information about this program can be found in your account agreement. <br> Conversation Starters: Ask your financial professional-How might your conflicts of interest affect me, and how will you address them? <br> You should understand and ask us about these conflicts. You may find further information at https://glendalesecurities.com/business-with-glendale/ |
| How do your financial professionals make money? | We pay our financial professionals who service retail accounts a portion of the transaction-based commissions generated by the transactions they facilitate. We collect the commissions you pay and pay a portion to your broker. This transaction-based fee is a percentage of the amount you invest. Therefore, our financial professionals have an incentive for you to invest more. Your brokers may receive a higher payout if the commissions they earn in a given period reach a certain threshold. This conflict is important for you to understand because you broker may attempt to generate more commissions to obtain higher payout thresholds. |
| Do you or your financial professionals have legal or disciplinary history? | Yes. We and our financial professionals have legal and disciplinary histories. Visit https://www.investor.gov/CRS for a free and simple search tool to research us and our financial professionals. You can also find additional information about us and our financial professionals at https://brokercheck.finra.org: Our CRD number is 123649. <br> Conversation Starters: Ask your financial professional-As a financial professional, do you have any disciplinary history? For what type of conduct? |
| Additional Information | You may find additional information at https://glendalesecurities.com/ You may request a copy of the Form CRS Relationship Summary by contacting your registered representative. You may also call (818) 907-1505 for a copy or to request up-to-date information. <br> Conversation Starters: Ask your financial professional- Who is my primary contact person? Is he/she a representative of an investment adviser or broker dealer? Who can I talk to if I have concerns about how this person is treating me? |
Summary of Material Changes to Glendale Securities, Inc. Form CRS Our Glendale Securities, Inc. 的重大变更摘要我们的 CRS 表
Form CRS dated as of January 11, 2023 has been updated as follows: 2023 年 1 月 11 日的 CRS 表更新如下:
i) To more clearly identify the investment services we provide; i) 更清晰地标识我们提供的投资服务;
ii) To identify additional fees that may be charged for certain investment products; ii) 确定某些投资产品可能收取的额外费用;
iii) To clarify what conflicts of interest we might have with your investment objectives; iii) 澄清我们与您的投资目标可能存在的利益冲突;
iv) To clarify how your financial professional is compensated. iv) 明确您的财务专业人员如何获得报酬。
Thank you for your interest in opening an account with Glendale Securities, Inc. Included are the forms needed to open an Account. If you have any questions about an item on the application please call 818-907-1505 and press option 2 for customer service. You can also email cs@glendalesecurities.com and someone will respond to your question via email. 感谢您有意在格伦代尔证券公司(Glendale Securities, Inc.随附开户所需表格。如果您对申请表中的任何项目有任何疑问,请致电 818-907-1505,按选项 2 获得客户服务。您也可以发送电子邮件至 cs@glendalesecurities.com,我们将通过电子邮件回复您的问题。
To Apply for an Account 申请账户
Please complete the Brokerage Account Application Forms 请填写经纪账户申请表
Please read the Customer Agreement and sign where necessary 请阅读客户协议并在必要处签字
Please sign Additional Documentation, as applicable 请签署适用的附加文件
Please include a clear photocopy (enlarged, if possible) of your current passport, driver’s license or other government issued document bearing a photograph and including a signature when returning this application. 在交回本申请表时,请附上您当前的护照、驾驶执照或其他政府颁发的证件的清晰复印件(如有可能请放大),复印件上须有照片和签名。
How to deliver paperwork 如何递送文件
All sections must be completed in order to open the account. When sending in paperwork please include all pages even those without signatures. 所有部分都必须填写完整才能开户。提交文件时,请包括所有页面,即使是没有签名的页面。
Mail and Overnight Courier 邮件和隔夜快递
You may mail your completed application to: 您可将填妥的申请表邮寄至
Glendale Securities, Inc. 格伦代尔证券公司
15233 Ventura Blvd., Suite 712 15233 Ventura Blvd.
Sherman Oaks, CA 91403 加州谢尔曼奥克斯 91403
Fax 传真
You may fax your application to (818) 907-1506 您可以将申请传真至 (818) 907-1506
Email 电子邮件
You may Email your scanned application to cs@glendalesecurities.com. Glendale Securities, Inc. strongly suggests that you password protect or encrypt your completed account documents for your own privacy protection. 您可以通过电子邮件将扫描的申请表发送至 cs@glendalesecurities.com。Glendale Securities, Inc. 强烈建议您对已完成的账户文件进行密码保护或加密,以保护您的个人隐私。
Glendale Securities, Inc. does not accept third party checks or wires. All deposits must come from the account holder of record. Glendale Securities, Inc. does not accept cashier’s checks, money orders, cash or cash equivalents for deposits into customer accounts. Glendale Securities, Inc. 不接受第三方支票或电汇。所有存款必须来自记录在案的账户持有人。Glendale Securities, Inc. 不接受本票、汇票、现金或现金等价物存入客户账户。
After your new account is opened it is of importance that you wire the designated funds to initiate your Certificate Deposit Process. ^(1){ }^{1} 新账户开立后,请务必汇入指定资金,以启动证书存款程序。 ^(1){ }^{1}
It is important to note that Wilson-Davis & Co., Inc. does not accept wires from, or issue wires to, third parties ^(2){ }^{2}. As such, the name on the account of both the initiator and recipient of wires coming to or sent from Wilson-Davis must be the same. 需要注意的是,威尔逊-戴维斯公司不接受第三方 ^(2){ }^{2} 的电汇,也不向第三方发出电汇。因此,汇入或汇出威尔逊-戴维斯的汇款人和收款人的账户名称必须一致。
Incoming Checks 收到的支票
Please address all checks to: Wilson-Davis & Co., Inc. 236 So. Main St. - Salt Lake City, UT 84101 请将所有支票寄至236 So. Main St.
Note: Reference your Glendale Securities, Inc. Account Number on the bottom of the check 注:请参考您在 Glendale Securities, Inc.账户号码
Incoming Wire Transfer 电汇
Incoming Wires should be sent to: 来电请寄往
BMO Harris Bank NA
111 West Monroe Street 西门罗街 111 号
Chicago, Illinois 60603 伊利诺伊州芝加哥 60603
ABA Routing #: 071000288 ABA 路由编号:071000288
Beneficiary: Wilson-Davis & Co., Inc. (Master 受益人: Wilson-Davis & Co:Wilson-Davis & Co.
Operating Account) 经营账户)
Account #: 4418117 账号:4418117
SWIFT # HATRUS44
For Further Credit: [Glendale Securities, Inc. Client Account Name] 进一步贷记:[格伦代尔证券公司客户账户名称]
[Glendale Securities, Inc. Client Account Number] [格伦代尔证券公司客户账号]
Outgoing Wire Transfer ^(3){ }^{3} 汇出电汇 ^(3){ }^{3}
Outgoing wire requests should be received by no later than 10:30 a.m. Pacific Time for same day processing. Outgoing wires are processed by Wilson-Davis at 1:30 p.m. Pacific Time daily. ^(4){ }^{4} 电汇申请应在太平洋时间上午 10:30 之前收到,以便当天处理。威尔逊-戴维斯每天太平洋时间下午 1:30 处理汇出电汇。 ^(4){ }^{4}
Please contact Client Services for any special requests. 如有任何特殊要求,请联系客户服务部。
GLENDALE SECURITIES, INC. 格伦代尔证券公司
15233 Ventura Blvd. > Suite 712 > Sherman Oaks > California > 91403 15233 Ventura Blvd.> 712 室 > 舍曼奥克斯 > 加利福尼亚 > 91403
Phone: 818-907-1505 > Fax: 818-907-1506 > glendalesecurities.com 电话:818-907-1505 > 传真:818-907-1506 > glendalesecurities.com
The Client Relationship Summary (Form CRS) is provided by your adviser or broker and contains important information about Glendale’s services, fees, and conflicts of interest. Initial to acknowledge delivery of Form CRS, along with Glendale’s fee schedule: 客户关系摘要(CRS 表)由您的顾问或经纪人提供,包含有关 Glendale 服务、费用和利益冲突的重要信息。首字母表示确认收到 CRS 表以及 Glendale 的收费表:
The following information provided by you (the customer) becomes an integral part of the agreement between you and Glendale Securities, Inc. (Glendale) and Wilson-Davis & Co., Inc. (WDCO), its clearing firm. 以下由您(客户)提供的信息将成为您与 Glendale Securities, Inc. (Glendale) 及其清算公司 Wilson-Davis & Co.
Federal regulations require that financial institutions obtain, verify, and record information about the beneficial owners of legal entity owners. Legal entities include corporations, limited liability companies, partnerships, trusts, and any similar business entity formed in the United States or foreign country. Please provide the following: 联邦法规要求金融机构获取、核实并记录法人实体所有人的受益所有人信息。法律实体包括公司、有限责任公司、合伙企业、信托公司以及在美国或外国成立的任何类似商业实体。请提供以下信息:
Title of account: 账户名称
Tax ID: 税号:
Name of natural person opening account: 开户自然人姓名:
Title: 标题
Entity address: 实体地址:
Nature of business: qquad\qquad Website of business: 业务性质: qquad\qquad 企业网站:
Please list all individuals who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, have an equity interest in the above legal entity or who have the authority to act on its behalf. If owner is an entity, please list all owners of the entity. Responsibility for reporting ownership ends at entities that are publicly traded on a regulated exchange or OTC market. 请列出通过任何合同、安排、谅解、关系或其他方式直接或间接在上述法律实体中拥有股权或有权 代表该实体行事的所有个人。如果所有者是一个实体,请列出该实体的所有所有者。在受监管交易所或场外交易市场公开交易的实体有责任报告所有权。
Name 名称
Date of Birth 出生日期
Address 地址
Ownership % (must total 100%) 所有权百分比(必须合计 100%)
For U.S. Persons Social Security Number 美国人社会安全号
For Foreign Persons Passport Number and Country 外国人士 护照号码和国家
Name Date of Birth Address Ownership % (must total 100%) For U.S. Persons Social Security Number For Foreign Persons Passport Number and Country
| Name | Date of Birth | Address | Ownership % (must total 100%) | For U.S. Persons Social Security Number | For Foreign Persons Passport Number and Country |
| :---: | :---: | :---: | :---: | :---: | :---: |
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Please provide a government-issued picture ID for each of the above individuals. Provide formation documents for any entities listed above. 请提供上述每个人的政府签发的带照片身份证件。提供上述任何实体的成立文件。
Please list one individual with significant responsibility for managing the subject entity, such as executive officer or senior manager (CEO, CFO, COO, Managing Member, Partner, President) or any other individual who regularly performs similar functions: 请列出一位对主体实体的管理负有重大责任的个人,如执行官或高级经理(首席执行官、首席财务官、首席运营官、管理成员、合伙人、总裁)或任何其他经常履行类似职能的个人:
Investment Objective Descriptions 投资目标说明
risk of this strategy is that returns may not offset inflation. 这种策略的风险在于收益可能无法抵消通货膨胀。
Income: The primary objective of the income strategy is to provide current income rather than the long-term growth of principal. 收入:收入策略的主要目标是提供当前收入,而不是本金的长期增长。
Growth: The objective of the growth strategy is to increase the value of your investment over time while recognizing a high likelihood of volatility. 增长:成长型策略的目标是在认识到投资极有可能出现波动的同时,逐步增加投资价值。
Speculation: A speculative objective assumes a higher risk of loss in anticipation of potentially higher-than-average gains by taking advantage of expected price changes. You recognize and are able to bear the full risk of the loss of some or all principal in such investments. 投机:投机目标承担较高的亏损风险,以利用预期的价格变化获得可能高于平均水平的收益。您认识到并有能力承担此类投资中损失部分或全部本金的全部风险。
Liquidation: Complete liquidation of account assets. 清算:完全清算账户资产。
Risk Tolerance Descriptions: 风险容忍度说明: may not keep pace with inflation. 可能跟不上通货膨胀的步伐。
Moderate: You are willing to accept some risk to your initial principal and tolerate some volatility to seek higher returns, and understand you could lose a portion of the money invested. 温和型:你愿意接受初始本金的一些风险,容忍一些波动以寻求更高的回报,并明白你可能会损失一部分投资资金。
High (Aggressive): You are willing to accept high risk to your initial principal, including high volatility, to seek higher returns over time, and understand you could lose all or a substantial amount of the money invested. 高(进取型):你愿意接受初始本金的高风险,包括高波动性,以寻求长期的高回报,并明白你可能会损失全部或大部分投资资金。
7. Customer Financial Information: 7.客户财务信息:
The more Glendale knows about you and your goals for this account, the better it can serve you. Please answer the following questions about your investment experience and financial situation to help Glendale determine which investment products and strategies are suitable for you. Glendale 对您以及您的账户目标了解越多,就能为您提供越好的服务。请回答以下有关您的投资经验和财务状况的问题,以帮助 Glendale 确定哪些投资产品和策略适合您。
Other investment Information (optional)-Please consider providing Glendale with additional information about your other investments to help it more fully understand your financial situation and the types of investments or strategies that may be appropriate for your total investment portfolio. (Use additional pages if needed.) 其他投资信息(可选)-请考虑向 Glendale 提供有关您其他投资的补充信息,以帮助 Glendale 更全面地了解您的财务状况以及适合您整个投资组合的投资类型或策略。(如有需要,请使用附加页)。
ACCOUNT AGREEMENT 账户协议
(Cash and Margin) (现金和保证金)
General Provisions 总则
In consideration of Wilson-Davis & Co., Inc. (“WDCO”), accepting and carrying an Account (as defined below) in your name for the purchase and sale of securities and other property and providing the other services and privileges available to the Account, introduced to WDCO by Glendale Securities, Inc. (“Glendale”), which will have the benefit and is third-party beneficiary of this Agreement (as defined below), you hereby agree with WDCO to the terms and conditions set forth in this Agreement. Unless the context clearly requires otherwise, the terms: “WDCO” or “Clearing Firm” includes WDCO and its agents, employees, and representatives, and “Glendale” or “Introducing Firm” refers to Glendale Securities, Inc., and its agents, employees, and representatives. Glendale is the Introducing Firm that introduced your Account to WDCO, which acts as a Clearing Firm for your Account. 考虑到 Wilson-Davis & Co., Inc. ("WDCO")接受并持有您名下的账户(定义见下文),用于买卖证券和其他财产,并提供该账户可获得的其他服务和特权,该账户由 Glendale Securities, Inc. ("Glendale")介绍给 WDCO,WDCO 将受益于本协议(定义见下文)并成为本协议的第三方受益人,您特此与 WDCO 就本协议中规定的条款和条件达成一致。除非上下文另有明确要求,否则以下术语均指 "WDCO "或 "结算公司":"WDCO "或 "清算所 "包括 WDCO 及其代理、雇员和代表,"Glendale "或 "介绍公司 "指 Glendale Securities, Inc.Glendale 是将您的账户介绍给 WDCO 的介绍公司,WDCO 是您账户的清算公司。
You understand and agree that Glendale, as the Introducing Firm, is not acting as an agent of WDCO, as the Clearing Firm, and that Clearing Firm is not responsible for the conduct of Introducing Firm. Clearing Firm’s only responsibilities to you relate to custody of assets and the execution, clearing, and bookkeeping of transactions in your Account. Clearing Firm may accept from Introducing Firm, without inquiry or investigation, orders for the purchase or sale of securities and other property, on margin or otherwise, and any other instructions concerning your Account, including instructions to release confidential Account information or other nonpublic personal or financial information to a third-party service provider. You agree to indemnity and hold Clearing Firm harmless from any loss, damage, or liability arising out of, or in any way related to, its following instructions provided by Introducing Firm, including instructions for the release of personally identifiable information to a third-party service provider. 您理解并同意,Glendale作为介绍公司,并不是作为清算公司WDCO的代理人,清算公司对介绍公司的行为不承担责任。清算所对乙方唯一的责任是保管资产和执行、清算和记账乙方账户的交易。清算所可以不经查询或调查而接受介绍所发出的以保证金或其他方式购买或出售证券及其他财产的指令,以及有关乙方户口的任何其他指令,包括向第三方服务供应商透露保密户口资料或其他非公开个人或财务资料的指令。您同意赔偿清算所因遵循介绍所提供的指示(包括向第三方服务供应商透露个人身份信息的指示)而产生的或以任何方式与之相关的任何损失、损害或责任,并使清算所免受损害。
items such as your name, street or email address, telephone number, social security number, occupation, and income; 您的姓名、街道或电子邮件地址、电话号码、社会保险号、职业和收入等项目;
information relating to your transactions, including Account balances, positions, and activity; 与您的交易有关的信息,包括账户余额、头寸和活动;
information that may be received from consumer reporting agencies, such as credit bureau reports and other information relating to your creditworthiness; and 可能从消费者报告机构获得的信息,如信用局报告和与您的信用度有关的其他信息;以及
(a) This Agreement will remain in effect until WDCO acknowledges, in writing, the receipt of a written statement from you that you wish to terminate your Account, after which time you will not be bound for any further transactions made for the Account. However, you will remain liable for any charges arising in your Account whether arising before or after termination. WDCO and Glendale reserve the right to terminate your Account at any time by written notice to you. (a) 在 WDCO 书面确认收到您希望终止账户的书面声明之前,本协议一直有效。但是,无论在终止之前还是之后,您仍需对账户中产生的任何费用负责。WDCO 和 Glendale 保留随时书面通知您终止账户的权利。
(b) WDCO and Glendale are authorized, without notice to you, to cancel any outstanding orders or to close out your Account, in whole or in part, for any reason should WDCO or Glendale deem it necessary for their protection. If this is an individual Account, WDCO or Glendale, in its discretion, is authorized to take the same actions enumerated in the previous sentence in the event you die. (b) WDCO 和 Glendale 有权在不通知您的情况下,取消任何未执行的订单,或在 WDCO 或 Glendale 认为有必要保护您的账户时,出于任何原因全部或部分关闭您的账户。如果是个人账户,在您死亡的情况下,WDCO 或 Glendale 有权自行决定采取前一句中列举的相同行动。
51. Counterpart and Electronic Signatures. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. Facsimile or other electronic transmission of signatures will constitute original signatures for all purposes of this Agreement and any enforcement hereof. 51.对应文件和电子签名。本协议可以一份或多份对等文件的形式签署,所有对等文件将被视为同一份协议,并在各方签署一份或多份对等文件并将其递交另一方后生效,不言而喻,各方不必签署同一份对等文件。就本协议的所有目的和任何执行而言,传真或其他电子形式的签字将构成原始签字。
Conflicts of Interest 利益冲突
Conflicts of interest are present in many contexts in the financial services industry. There is no one-size-fits-all framework through which firms can manage conflicts, and WDCO and Glendale have attempted to identify and disclose those conflicts that may affect you, as a customer. Each of WDCO and Glendale takes the precept of fair dealing with its customers seriously. Their respective Chief Compliance Officer seeks to identify, disclose, and enforce procedures designed to neutralize the effects of its conflicts of interest on their customers. In dealing with potential conflicts, each of WDCO and Glendale requires integrity and the use of good judgment and discretion exercised in a manner expected by its policies and values. Listed below are areas of potential conflict, and the steps each of WDCO and Glendale has taken to ensure that its customers are treated fairly. 利益冲突存在于金融服务业的许多方面。没有一个放之四海而皆准的框架可供公司管理利益冲突,而 WDCO 和 Glendale 已尝试识别并披露那些可能影响您作为客户的利益冲突。WDCO 和 Glendale 都非常重视公平对待客户的原则。它们各自的首席合规官努力识别、披露和执行旨在消除利益冲突对客户影响的程序。在处理潜在冲突时,WDCO 和 Glendale 都要求诚信,并以其政策和价值观所期望的方式,运用良好的判断力和斟酌权。以下列出了潜在冲突的领域,以及 WDCO 和 Glendale 为确保公平对待客户而分别采取的步骤。
Market Making. WDCO and Glendale may make markets in hundreds of issues, which means that they may take the other side of your trade. That is, when you are selling, WDCO or Glendale may be buying, and vice-versa. WDCO and Glendale may be taking a position in a stock you are selling, or selling a stock you are accumulating. WDCO’s and Glendale’s respective obligation is to ensure that you receive the best national bid or offer price for your transaction, and when possible, offer price improvement on your trade. WDCO and Glendale also have an obligation to pass through the best price they receive when they represent your order and to refrain from “front running” or trading ahead of your order. Supervisors for each of WDCO and Glendale review their respective transactions daily to ensure that customer orders are filled at the best available price. 做市商。WDCO 和 Glendale 可能会在数百个问题上做市,这意味着他们可能会做您交易的另一方。也就是说,当您卖出时,WDCO 或 Glendale 可能会买入,反之亦然。WDCO 和 Glendale 可能会在你卖出的股票上建仓,或卖出你正在积累的股票。WDCO 和 Glendale 各自的义务是确保您的交易获得最佳的全国买入价或卖出价,并在可能的情况下提高交易的报价。WDCO 和 Glendale 也有义务在代理您的订单时将其收到的最佳价格转给您,并避免 "抢跑 "或在您的订单之前进行交易。WDCO 和 Glendale 的主管每天都会审查各自的交易,以确保客户的订单以最佳价格成交。
Compensation Practices. Compensation grids for both WDCO and Glendale are completely product neutral, so no representative has an incentive to prefer one type of product over another. Because WDCO and Glendale do not make recommendations, each firm avoids the problem of brokers pushing higher grossing products. The compensation grid also does not contain thresholds that might encourage a representative to engage in inappropriate activity in order to qualify for a higher payout. Neither WDCO nor Glendale sells proprietary products or participates in sales contests. 补偿做法。WDCO 和 Glendale 的补偿网格是完全中立的产品,因此没有任何代表有动机偏好一种产品而不是另一种。由于 WDCO 和 Glendale 不做推荐,因此两家公司都避免了经纪人推销高收益产品的问题。报酬表中也不包含可能鼓励代表从事不当活动以获得更高报酬的门槛。WDCO 和 Glendale 均不销售专有产品或参与销售竞赛。
Affiliated Firms. Globex Transfer, LLC is a transfer agent under common control with Glendale. Globex Transfer may be the transfer agent for the issuers’ securities in which WDCO and Glendale make a market. Globex may hold positions or actively trade in issuers in which both WDCO and Glendale make a market. WDCO and Glendale ensure that transactions involving transfer agent clients and issuers for which they make markets do not receive preferential treatment or advantage over other clients. 关联公司。Globex Transfer, LLC 是与 Glendale 处于同一控制下的转让代理。Globex Transfer 可能是 WDCO 和 Glendale 做市的发行人证券的转让代理。Globex 可能持有 WDCO 和 Glendale 做市的发行人的头寸或积极交易这些发行人的证券。WDCO 和 Glendale 确保涉及其做市的过户代理客户和发行人的交易不会获得优于其他客户的待遇或优势。
Hiring. As part of screening applicants for employment, both firms review an applicant’s employment and regulatory history, as well as his or her financial standing, to identify and not hire individuals who may be prone to engage in inappropriate activity or who have poor ethical standards. 聘用。作为筛选求职者的一部分,两家公司都会审查求职者的就业和监管历史,以及其财务状况,以识别并避免聘用可能从事不当活动或道德标准不高的个人。
Training. WDCO has incorporated training on ethics and conflicts of interest into its firm element training program to ensure that employees recognize when a conflict of interest exists and make appropriate decisions about handling the conflict in a manner that is consistent with the firm’s policies, procedures, and ethical standards. 培训。WDCO 已将有关道德和利益冲突的培训纳入其公司要素培训计划,以确保员工认识到利益冲突的存在,并以符合公司政策、程序和道德标准的方式做出处理冲突的适当决定。
Outside Business Activity. Registered representatives are required to submit a request for approval of any outside business activity. These requests are reviewed by each firm to ensure that the activity does not conflict with the interests of the firm or its customers. If outside activity is approved, this information is added to the representative’s Form U4, the details of which can be viewed by the public at FINRA’s website: brokercheck.org. 外部业务活动。注册代表必须提交任何外部业务活动的审批申请。这些申请由各公司进行审查,以确保该活动不会与公司或其客户的利益相冲突。如果外部活动获得批准,该信息将被添加到代表的 U4 表中,公众可在美国金融业监管局的网站:brokercheck.org 上查看该表的详细信息。
Confidentiality. As is disclosed in the Privacy Policy above, information regarding each firm’s clients or their holdings is never used for any commercial purpose. This information may only be disclosed for those uses described in the Privacy Policy. 保密性。如上述《隐私政策》所述,有关各公司客户或其所持资产的信息绝不会用于任何商业目的。这些信息只能用于《隐私政策》中所述的用途。
FPSLA. In the event the terms and conditions contained in the FPSLA conflict with the terms and conditions of this Agreement, this Agreement shall govern. FPSLA。如果 FPSLA 中的条款和条件与本协议的条款和条件相冲突,应以本协议为准。
Credit Report Disclosure and Authorization Agreement 信用报告披露和授权协议
You authorize WDCO and Glendale, and any entity directed by either of them, to obtain a credit and background investigation report about you. You understand that a “consumer credit report” includes any information regarding your creditworthiness, credit standing, and credit capacity. You further understand and agree that a credit report and a background investigation report may be obtained at any time, and any number of times, as WDCO or Glendale, in is sole discretion, determines is necessary before, during, or after your involvement with WDCO or Glendale. 您授权 WDCO 和 Glendale 以及受其指示的任何实体获取有关您的信用和背景调查报告。您了解 "消费者信用报告 "包括有关您的信用度、信用状况和信用能力的任何信息。您进一步了解并同意,在您与 WDCO 或 Glendale 合作之前、期间或之后,WDCO 或 Glendale 可自行决定在任何时间和任何次数获取信用报告和背景调查报告。
You further understand that if you are in the state of California, Minnesota, or Oklahoma, you can request, in writing, to receive a free copy of any credit report requested by WDCO or Glendale about you at any time the report is provided to WDCO or Glendale. 您进一步了解,如果您身在加利福尼亚州、明尼苏达州或俄克拉荷马州,您可以在 WDCO 或 Glendale 向您提供报告的任何时候,以书面形式要求免费获得一份 WDCO 或 Glendale 索取的有关您的任何信用报告的副本。
You hereby authorize all reporting agencies and other persons or entities having information about you to provide such information to WDCO or Glendale or any entity that obtains information for them. You further fully release WDCO and Glendale, and their respective successors and assigns, and all other parties involved in the background investigation, including investigators, credit agencies, and those companies or individuals that provide information to them concerning you, from any claims or actions for any liability whatsoever related to the process or results of the background investigation. 您特此授权所有拥有您信息的报告机构及其他个人或实体将此类信息提供给 WDCO 或 Glendale 或任何为其获取信息的实体。您进一步完全免除 WDCO 和 Glendale 及其各自的继承人和受让人以及所有其他参与背景调查的各方(包括调查员、信用机构以及向其提供有关您的信息的公司或个人)对与背景调查过程或结果有关的任何责任的任何索赔或诉讼。
Cash Sweep Program 现金支付计划
WDCO’s Cash Sweep Program offers you the ability to automatically sweep available cash balances in your Account into a Money Market Fund. Participation in the Cash Sweep Program allows you the possibility of earning interest or dividends on the cash in your Account. WDCO 的 "现金转帐计划 "可让您自动将帐户中的可用现金余额转入货币市场基金。参加现金清算计划,您就有可能从账户中的现金赚取利息或红利。
Fees. No direct fees will be assessed to your Account or deducted from your specified rate of return on the Cash Sweep Option, except as outlined in “Liquidity Fees and Redemption Gates” below. 费用。除下文 "流动性费用和赎回费 "所述的费用外,不会向乙方的账户直接收取费用,也不会从乙方的现金垫款期权指定收益率中扣除费用。
Liquidity Fees and Redemption Gates. 流动性费用和赎回费。
(a) SEC rules give the boards of money market funds the ability to manage redemption activity during times of market stress. Retail and institutional funds may impose a redemption fee of up to 2%2 \% of redemption proceeds or temporarily suspend redemptions (referred to as a gate) if the fund’s “weekly liquid assets” fall below 30%30 \% of the fund’s total assets and the board determines that imposing a fee or gate is in the fund’s best interest. Weekly liquid assets include cash, U.S. Treasury securities, certain other government securities with remaining maturities of 60 days or less, and securities that convert into cash within five business days. Retail and institutional funds must impose a redemption fee of up to 2%2 \% if a fund’s weekly liquid assets fall below 10%10 \% of the fund’s total assets, unless the board determines that doing so would not be in the best interests of the fund. Once a fee or gate is imposed, it remains in effect until the fund has 30%30 \% or more of its assets invested in weekly liquid assets or the fund’s board determines that a fee or gate is no longer in the fund’s best interest. A gate may remain in effect for up to 10 business days within a 90-day period only. (a) 美国证券交易委员会的规则赋予货币市场基金董事会在市场紧张时期管理赎回活动的能力。如果基金的 "每周流动资产 "低于基金总资产的 30%30 \% ,且董事会认为征收费用或设置闸门符合基金的最佳利益,则零售和机构基金可征收不超过赎回收益 2%2 \% 的赎回费,或暂时中止赎回(称为闸门)。每周流动资产包括现金、美国国库证券、剩余期限为 60 天或更短时间的某些其他政府证券,以及可在五个工作日内转换为现金的证券。如果基金的每周流动资产低于基金总资产的 10%10 \% ,零售基金和机构基金必须征收最高 2%2 \% 的赎回费,除非董事会认定这样做不符合基金的最佳利益。收费或闸门一旦实施,将一直有效,直至基金每周流动资产投资达到 30%30 \% 或以上,或基金董事会认定收费或闸门不再符合基金的最佳利益。在 90 天的期限内,门限的有效期最长为 10 个工作日。
(b) In the event that a liquidity fee or redemption gate is imposed, the fund will still price its fund shares according to the times listed in the fund’s prospectus. (b) 在征收流动性费用或赎回费的情况下,基金仍将按照基金招募说明书所列的时间为基金份额定价。
Participation is Optional. You are not required to participate in the Cash Sweep Program. You may opt out at any time by sending a written request to your Account Representative and requesting to stop participating in the Cash Sweep Program. If you decide not to participate, WDCO will hold the available cash in your Account in the form of a Free Credit Balance. Free Credit Balances are payable to you upon demand. WDCO may use your Free Credit Balances to fund certain of its business operations, as permitted by law, and may earn income through such use. WDCO is under no obligation to pay interest to you for your Free Credit Balances. 参与是可选的。您不必参加现金垫付计划。您可以随时向您的账户代表发送书面申请,要求停止参与现金垫付计划。如果您决定不参加,WDCO 将以自由信用余额的形式持有您账户中的可用现金。免费信用余额应您的要求支付给您。在法律允许的情况下,WDCO 可使用您的自由信用余额为其某些业务运营提供资金,并可通过使用自由信用余额赚取收入。WDCO 没有义务为您的免费信用余额支付利息。
The U.S. Securities and Exchange Commission (SEC) requires your broker to give this statement to you, and to obtain your signature to show that you have received it, before your first trade in a penny stock. This statement contains important information. You should read it carefully before you sign it, and before you decide to purchase or sell a penny stock. 美国证券交易委员会(U.S. Securities and Exchange Commission,SEC)要求您的经纪人在您首次交易仙股之前向您提供本声明,并要求您签字以表明您已收到本声明。本声明包含重要信息。在您签署之前,以及在您决定购买或出售细价股之前,您应仔细阅读本声明。
In addition to obtaining your signature, the SEC requires your broker to wait at least two business days after sending you this statement before executing your first trade to give you time to carefully consider your trade. 除了获得您的签名外,美国证券交易委员会还要求您的经纪人在向您发送本声明后至少等待两个工作日才执行您的第一笔交易,以便您有时间仔细考虑您的交易。
Penny stocks can be very risky. 细价股可能风险很大。
Penny stocks are low-priced shares of small companies. Penny stocks may trade infrequently, which means that it may be difficult to sell penny stock shares once you have them. Because it may also be difficult to find quotations for penny stocks, they may be impossible to accurately price. Investors in penny stock should be prepared for the possibility that they may lose their whole investment. 细价股是小公司的低价股。细价股的交易可能并不频繁,这意味着一旦持有细价股,可能就很难卖出。由于也很难找到细价股的报价,因此可能无法准确定价。仙股投资者应做好可能损失全部投资的准备。
While penny stocks generally trade over-the-counter, they may also trade on U.S. securities exchanges, facilities of U.S. exchanges, or foreign exchanges. You should learn about the market in which the penny stock trades to determine how much demand there is for this stock and how difficult it will be to sell. Be especially careful if your broker is offering to sell you newly issued penny stock that has no established trading market. 虽然仙股一般在场外交易,但也可能在美国证券交易所、美国交易所的设施或外国交易所交易。您应该了解仙股交易的市场,以确定市场对该股票的需求有多大,以及出售的难度有多大。如果你的经纪人向你出售新发行的、没有成熟交易市场的便士股票,你要特别小心。
The securities you are considering have not been approved or disapproved by the SEC. Moreover, the SEC 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. 您正在考虑的证券未经美国证券交易委员会批准或不批准。此外,美国证券交易委员会既未对本次交易的公平性或优点进行审核,也未对发行人或经纪人或交易商提供的任何招股说明书或任何其他信息的准确性或充分性进行审核。
Information you should get. 您应该获得的信息
In addition to this statement, your broker is required to give you a statement of your financial situation and investment goals explaining why his or her firm has determined that penny stocks are a suitable investment for you. In addition, your broker is required to obtain your agreement to the proposed penny stock transaction. 除此声明外,您的经纪人还需向您提供一份关于您的财务状况和投资目标的声明,解释其公司为何认为细价股适合您投资。此外,您的经纪人还必须征得您对提议的仙股交易的同意。
Before you buy penny stock, 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 send a confirmation of these prices to you after the trade. You will need this price information to determine what profit or loss, if any, you will have when you sell your stock. 在您购买仙股之前,联邦法律要求您的销售人员告诉您股票的 "出价 "和 "买价",以及销售人员和公司在交易中获得的 "报酬"。公司还必须在交易后向您发送这些价格的确认函。您需要这些价格信息来确定出售股票时的利润或亏损(如有)。
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 “markdown”). 出价是经销商愿意向其他经销商出售存货的批发价。出价是经销商愿意从其他经销商处购买存货的批发价。在与您的交易中,经销商可能会在这些批发价的基础上加上零售价作为补偿(称为 "加价 "或 "降价")。
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. Remember that 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. 买入价和卖出价之间的差额就是交易商的 "差价"。与买入价相比,如果价差过大,转售股票的成本就会很高。要想在卖出时获利,股票的买入价必须高于差价以及卖出和买入交易商收取的报酬。请记住,如果交易商没有买入价,您在买入股票后可能无法卖出,并可能损失全部投资。
After you buy penny stock, your brokerage firm must send you a monthly Account 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. 在您买入细价股之后,如果有足够的信息进行估算,您的经纪公司必须每月向您发送一份账户对账单,对您账户中每只细价股的价值进行估算。如果经纪公司在六个月内未为您的账户买入或卖出任何细价股,则可以每三个月提供一次这些报表。
Additional information about low-priced securities, including penny stocks, is available on the SEC’s website at: 有关低价证券(包括仙股)的更多信息,请访问美国证券交易委员会网站:
In addition, your broker will send you a copy of this information upon request. The SEC encourages you to learn all you can before making this investment. 此外,您的经纪人会应您的要求向您发送一份该信息的副本。美国证券交易委员会鼓励您在进行这项投资之前了解所有可能的信息。
Brokers' duties and customer's rights and remedies. 经纪人的责任与客户的权利和补救措施。
Remember that your Account Representative is not an impartial advisor - he or she is being paid to sell you stock. Do not rely only on the salesperson, but seek outside advice before you buy any stock. You can get the disciplinary history of a salesperson or firm from FINRA at 1-800-289-9999 or contact FINRA via the Internet at www.finra.org. You can also get additional information from your state securities official. The North American Securities Administrators Association, Inc. can give you contact information for your state. You can reach NASAA at (202) 737-0900 or via the Internet at www.nasaa.org. 请记住,您的账户代表并不是公正的顾问--他或她的报酬是向您推销股票。在购买任何股票之前,不要只依赖销售人员,而应寻求外部建议。您可拨打 1-800-289-9999 联系美国金融业监管局(FINRA)或通过互联网 www.finra.org 联系美国金融业监管局(FINRA),了解销售人员或公司的纪律处分记录。您还可以从所在州的证券官员处获得更多信息。北美证券管理人协会(North American Securities Administrators Association, Inc.您可以拨打 (202) 737-0900 或通过互联网 www.nasaa.org 联系 NASAA。
If you have problems with an Account Representative, contact the firm’s compliance officer. You can also contact the securities regulators listed above. Finally, if you are a victim of fraud, you may have rights and remedies under state and federal law. In addition to the regulators listed above, you also may contact the SEC with complaints at (800) SEC-0330 or via the Internet at Complaint Form. 如果您与客户代表有问题,请联系公司的合规官。您也可以联系上述证券监管机构。最后,如果您是欺诈行为的受害者,您可能拥有州和联邦法律规定的权利和补救措施。除上述监管机构外,您还可以拨打 (800) SEC-0330 或通过互联网投诉表联系美国证券交易委员会(SEC)进行投诉。
CUSTOMER'S ACKNOWLEDGMENTS AND INSTRUCTIONS 客户确认和说明
For joint tenants with rights of survivorship (JTWROS) Accounts, on the death of one party to a joint Account, all sums in the Account on the date of the death vest in and belong to the surviving party as his or her separate property and estate. 对于有生存权的联名租户(JTWROS)账户,在联名账户的一方死亡时,账户中在死亡当日的所有款项均作为其个人财产和遗产归生存方所有。
Please note that, when permitted, WDCO and Glendale will advise you of revisions to important policies and procedures that affect the respective rights of you as a customer of Glendale with an Account carried by WDCO, either directly by including notice in confirmations or by posting on its website. Such revisions will be binding on you as a customer 30 days after posting. 请注意,在允许的情况下,WDCO和Glendale将直接在确认书中或在其网站上发布通知,告知您重要政策和程序的修订,这些修订将影响您作为拥有WDCO账户的Glendale客户的各自权利。此类修订将在发布 30 天后对您作为客户具有约束力。
Signatures 签名
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Primary Applicant’s Signature Date 主要申请人签名 日期
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Primary Applicant’s Printed Name 主要申请人姓名
If you are not a U.S. citizen or resident alien, please fill out the following information: 如果您不是美国公民或外籍居民,请填写以下信息:
Were you referred to Glendale Securities, Inc. (Glendale)? 您是被介绍到 Glendale Securities, Inc. (格伦代尔)的吗?
If yes, by whom? 如果是,由谁来做?
What is your relationship to the referring individual? 您与转介人是什么关系?
If no, how did you become aware of Glendale? 如果不是,您是如何知道格伦代尔的?
How long have you known Glendale? 你认识格伦代尔多久了?
How long have you known your representative at Glendale? 您认识您在格伦代尔的代表多久了?
List any other accounts at Glendale previously opened by you or controlled by you regardless if the account is opened or closed: 列出您之前在 Glendale 开立或控制的任何其他账户,无论该账户是已开立还是已关闭:
Account Number 账号
Account Name 账户名称
Account Number Account Name
https://cdn.mathpix.com/cropped/2024_12_19_d0dcce3e31423092a027g-25.jpg?height=20&width=98&top_left_y=1322&top_left_x=150 | Account Number | Account Name |
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List any business owned (notwithstanding any employment listed above). If source of wealth is a sale of business, please include business sold, date, and sale amount: 请列出所拥有的任何企业(不包括上文列出的任何工作)。如果财富来源是出售企业,请注明出售的企业、日期和出售金额:
Business Name Sold 已出售企业名称
Date Sold 售出日期
Sale Amount 销售金额
Business Name Sold Date Sold Sale Amount
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Abstract 摘要
Do you have any other existing bank/brokerage relationships (domestic or foreign)? 您是否有其他现有的银行/经纪关系(国内或国外)?
If yes, please list any other existing bank or brokerage relationships (domestic or foreign): 如果回答为 "是",请列出任何其他现有银行或经纪关系(国内或国外):
Enter corporation’s business purpose (e.g., real estate sales, retail store, law services) and the geographic locations it serves: 输入公司的商业目的(如房地产销售、零售商店、法律服务)及其服务的地理位置:
Business Purpose 商业目的
Geographic Locations it Serves 服务地区
Business Purpose Geographic Locations it Serves
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Physical address of corporate Account: 公司账户的实际地址:
Mailing address of corporate Account: 公司账户的邮寄地址:
Does the entity have legal advisers or consultants: 该实体是否有法律顾问或咨询人:
If yes, please provide contact information: 如果是,请提供联系信息:
Name 名称
Type 类型
Address 地址
Phone 电话
Name Type Address Phone
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Will any securities be transferred into the account? 是否会有证券转入账户?
If yes, please list the name, ticker symbol, quantity, estimated value, and original source of the securities. Is the customer considered an insider for any of the companies for which securities are being deposited? 如果是,请列出证券的名称、股票代码、数量、估计价值和原始来源。客户是否被视为存放证券的任何公司的内部人?
Name of Security 保安名称
Ticker Symbol 股票代码
Quantity 数量
Estimated Value 估计价值
Original Source 原文来源
Insider (Y/N)? 内部人员(是/否)?
Name of Security Ticker Symbol Quantity Estimated Value Original Source Insider (Y/N)?
| Name of Security | Ticker Symbol | Quantity | Estimated Value | Original Source | Insider (Y/N)? |
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Other than the securities described above, describe the types of securities that are expected to be held or traded in the Account: 除上述证券外,请说明预期在账户中持有或交易的证券类型:
What are the sources of wealth or funds for your Account? 贵账户的财富或资金来源是什么? qquad\qquad qquad\qquad
Will there be third-party deposits into and/or withdrawals from the Account? 账户是否会有第三方存款和/或取款?
ㅁ Yes ㅁ 是
If yes, please describe: 如果是,请说明: qquad\qquad
Will there be transfers to and from foreign countries? 是否会向外国或从外国进行转让?
ㅁ Yes ㅁ 是
No 没有
If yes, please describe the type of transfers, how often, and the foreign countries involved: 如果回答为 "是",请说明转账类型、次数和涉及的外国:
Type of Transfer 转让类型
How Often 多长时间
Type of Transfer How Often
| Type of Transfer | How Often | |
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If yes, please provide the names of that official and the official’s immediate family members (including former spouses) and the related foreign political organization: 如果回答为 "是",请提供该官员及其直系亲属(包括前配偶)和相关外国政治组织的姓名:
Official and Immediate Family Members 官员和直系亲属
Foreign Political Organization 外国政治组织
Is the account maintained for a foreign financial institution? 账户是否为外国金融机构开设?
- Yes - 是
ㅁ No ㅁ 否
Official and Immediate Family Members Foreign Political Organization
Is the account maintained for a foreign financial institution? - Yes ㅁ No| Official and Immediate Family Members | Foreign Political Organization | |
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| Is the account maintained for a foreign financial institution? | - Yes | ㅁ No |
If yes, please provide the jurisdiction/country of incorporation or organization: 如果回答为 "是",请提供公司或组织的管辖区/国家: qquad\qquad
Do you or anyone affiliated with the Account have any prior or pending criminal or regulatory proceedings: 您或与账户有关联的任何人是否有任何先前或未决的刑事或监管诉讼:
ㅁ Yes ㅁ 是
If “yes,” please describe: 若 "是",请说明:
FULLY PAID SECURITIES LOAN AGREEMENT 全额支付证券贷款协议
1. Overview 1.概述
Pursuant to this Agreement, you (the “Lender”) are agreeing to enter into transactions from time to time to lend to Wilson-Davis & Co., Inc. (“WDCO”) securities held for your account (the “Account”), introduced to WDCO by Glendale Securities, Inc. (“Glendale”) and carried by WDCO as clearing broker WDCO, against a transfer of Collateral segregated and held by WDCO for your benefit (which will be either cash or securities) in the amount of at least 100%100 \% of the value of the securities loaned. Each such transaction shall be referred to herein as a “Loan” and shall be governed by this Agreement. In all instances, when acting in its capacity as clearing broker, WDCO shall be deemed to be a “securities intermediary” under the UCC. In consideration for entering into this securities lending arrangement, WDCO will pay you a fee based on the value of any non-cash collateral received by you and WDCO may reinvest on your behalf any cash collateral received by you (less a cash collateral fee) pursuant to the terms of this Agreement. WDCO may also be paying a fee to Glendale for introducing you to this securities lending arrangement. 根据本协议,您("放款人")同意不时进行交易,向 Wilson-Davis & Co、Inc.(以下简称 "WDCO")为您的账户(以下简称 "账户")持有的证券(由 Glendale Securities, Inc.(以下简称 "Glendale")介绍给 WDCO,并由 WDCO 作为清算经纪人 WDCO 持有),以 WDCO 为您的利益而隔离和持有的抵押品(将是现金或证券)的转让作为抵押,金额至少为所借证券价值的 100%100 \% 。每笔此类交易在此称为 "贷款",并受本协议管辖。在所有情况下,当 WDCO 以清算经纪人的身份行事时,WDCO 应被视为 UCC 下的 "证券中介人"。作为订立本证券借贷安排的对价,WDCO 将根据贵方收到的任何非现金抵押品的价值向贵方支付费用,并且 WDCO 可根据本协议的条款代表贵方将贵方收到的任何现金抵押品(扣除现金抵押品费用)进行再投资。WDCO 还可能向 Glendale 支付一笔费用,用于介绍您参与此证券借贷安排。
THERE ARE CERTAIN LIMITATIONS AND RISKS INVOLVED IN ENTERING INTO THIS AGREEMENT AND SECURITIES LENDING TRANSACTIONS OF WHICH YOU SHOULD BE AWARE: 在签订本协议和进行证券借贷交易时,您应了解其中涉及的某些限制和风险:
By entering into this Agreement, you give WDCO permission to borrow your securities without contacting you and without your prior approval of any given Loan. You also do not have the right to choose which securities in your Account are borrowed. WDCO will have the right to transfer the borrowed securities to others. WDCO, in its capacity as clearing broker will send to you a schedule and receipt listing the loaned securities. In addition, WDCO will send to you a monthly account statement that will show which, if any, of your securities have been lent to WDCO. 签订本协议,即表示您允许 WDCO 借入您的证券,而无需与您联系,也无需事先征得您对任何特定贷款的同意。您也无权选择借用您账户中的哪些证券。WDCO 有权将借用的证券转让给他人。作为清算经纪人,WDCO 将向您发送一份列出借入证券的明细表和收据。此外,WDCO 将向您发送账户月结单,其中将显示您的哪些证券(如有)已借给 WDCO。
WDCO and Glendale will receive an agreed upon share of the Loan Fee (as defined below) in connection with any Loan made by Lender to WDCO under this Agreement, Glendale’s agreed upon share of the Loan Fee may vary depending upon participation levels. The securities that WDCO will borrow from Lender will be those securities deemed to be needed by WDCO for any purpose as permitted under Regulation T (which governs the securities borrowing practices of US Broker-Dealers). These permitted purposes include borrowing securities to complete delivery obligations, cover short sales, satisfy customer possession and control requirements, or on-lend to other broker-dealers (who must also meet the Regulation TT requirements). Securities may be considered “hard to borrow.” 对于放款人根据本协议向 WDCO 提供的任何贷款,WDCO 和 Glendale 将收取约定份额的贷款费用(定义见下文),Glendale 约定份额的贷款费用可能因参与水平而异。WDCO 向贷款人借入的证券将是 WDCO 认为出于《T 条例》(规范美国经纪商的证券借入行为)所允许的任何目的而需要的证券。这些允许的目的包括借入证券以完成交割义务、支付卖空、满足客户持有和控制要求,或转借给其他经纪自营商(这些经纪自营商也必须满足 TT 条例的要求)。证券可能被视为 "难以借入"。
Lender may sell shares on Loan at any time. 贷款人可随时出售贷款股份。
WDCO is not required to borrow Lender’s securities pursuant to this Agreement any may borrow equivalent securities from other parties in its sole discretion. WDCO 无需根据本协议借入放款人的证券,但可自行决定从其他方借入等值证券。
WDCO, as the clearing broker, will administer your obligations with respect to the Agreement, such as transfers of securities, transfers of collateral, or any distribution payments due hereunder. WDCO 作为清算经纪人,将管理您与协议有关的义务,如证券转让、抵押品转让或根据协议应支付的任何分配款项。
If a Loan of securities has been made and they have not been recalled prior to the record date of a vote involving those securities, your vote will be reduced to reflect the total amount of your securities of that issue that have been lent. 如果已借出证券,但在涉及这些证券的投票记录日期之前尚未收回,则您的投票数将减少,以反映您已借出的该期证券的总额。
To the extent that you are entitled to receive distributions, such as dividends, interest payments or securities pursuant to a stock split, on any security subject to a Loan, WDCO will transfer cash to you for cash distributions on the date of the distribution and will hold any non-cash distributions as part of the Loan until the end of the Loan. The payments you receive will be substitute payments 如果您有权获得贷款所涉及的任何证券的分配,如股息、利息支出或股票分割后的证券,WDCO 将在分配当日向您转移现金以获得现金分配,并将持有任何非现金分配作为贷款的一部分,直至贷款结束。您收到的付款将是替代付款
subject to special rules under the Internal Revenue Code, and generally will not be afforded treatment as dividends for tax purposes and are therefore likely to be subject to a higher tax rate. You should consult your tax advisor regarding treatment of substitute payments under state tax laws as well as consulting regarding the Internal Revenue Code. 受《国内税收法》特殊规则的限制,通常不会被视为股息征税,因此可能需要缴纳更高的税率。您应咨询您的税务顾问,了解各州税法以及《国内税收法》对替代付款的规定。
There is the risk that WDCO will default in some way, for example by becoming insolvent, which could result in WDCO failing to return borrowed securities to you. 存在 WDCO 以某种方式违约的风险,例如破产,这可能导致 WDCO 无法向您归还借入的证券。
IN THE CASE OF INSOLVENCY OF WDCO, YOU MAY NOT BE ENTITLED TO THE PROTECTIONS OF THE SECURITY INVESTORS PROTECTION ACT MAKING THE COLLATERAL SEGREGATED FOR YOU THE ONLY SOURCE OF SATISFACTION OF WDCO’S OBLIGATIONS WITH RESPECT TO LOANS AND YOUR RECOURSE TO THE COLLATERAL MAY BE LIMITED BY LAW. 在 WDCO 破产的情况下,您可能无权享受《证券投资者保护法》的保护,使为您隔离的抵押品成为履行 WDCO 贷款义务的唯一来源,您对抵押品的追索权可能受到法律限制。
If you are a non-U.S. citizen, you should consult with your legal advisor to determine if it is legal for you to enter into a securities lending arrangement under the laws of your resident jurisdiction; 如果您是非美国公民,则应咨询您的法律顾问,以确定根据您所在司法管辖区的法律,您做出证券借贷安排是否合法;
If you are a non-U.S. citizen, you should consult with your tax advisor to understand the tax implications of entering into a securities lending arrangement under the laws of your resident jurisdiction; 如果您是非美国公民,则应咨询您的税务顾问,以了解根据您所在司法管辖区的法律达成证券借贷安排的税务影响;
This Agreement is a legally binding agreement, cannot be modified by conduct, and no failure on the part of WDCO at any time to enforce its rights under the Agreement to the greatest extent permitted shall in any way be deemed to waive, modify, or relax any of the rights granted WDCO; and 本协议是一项具有法律约束力的协议,不能通过行为进行修改,WDCO 在任何时候未能在允许的最大范围内行使其在本协议项下的权利,均不得以任何方式视为放弃、修改或放宽授予 WDCO 的任何权利;以及
quad\quad This Agreement constitutes the full and entire understanding between the parties with respect to a Loan of securities between you and WDCO, and there are no oral or other agreements in conflict with this Agreement, unless you have advised WDCO in writing of such conflict. Any future modification, amendment, or supplement to this Agreement or any individual provision of this Agreement can only be in writing signed by a representative of WDCO. You should carefully review this Agreement for the rights and limitations governing your securities lending relationship. quad\quad 本协议构成双方就您与 WDCO 之间的证券贷款达成的全面和完整的谅解,除非您已书面通知 WDCO 有关冲突,否则不存在与本协议相冲突的口头或其他协议。今后对本协议或本协议任何个别条款的任何修改、修订或补充,只能由 WDCO 代表以书面形式签署。您应仔细阅读本协议,了解有关您的证券借贷关系的权利和限制。
Loans of Securities 证券贷款
2.1. Subject to the terms and conditions of this Agreement, WDCO may, from time to time, in its sole discretion, initiate a transaction in which Lender will lend Securities (defined herein) to WDCO. WDCO shall determine the issuer of the Securities, the amount of Securities to be lent, the length of time of the Loan, and the type of Collateral to be transferred by WDCO. Such Loan shall be confirmed by a schedule and receipt listing the Loaned Securities provided by WDCO to Lender in accordance with Section 3.2. Such confirmation (the “Confirmation”), together with the Agreement, shall constitute conclusive evidence of the terms of the Loan to which the Confirmation relates. In the event of any inconsistency between the terms of such Confirmation and this Agreement, this Agreement shall prevail. The Confirmation will be made available to Lender electronically via a secure website. Notice that a new Confirmation is available will be sent to the email address of record on Lender’s account profile as provided by Glendale. 2.1.根据本协议的条款和条件,WDCO 可以不时自行决定启动一项交易,由贷款人向 WDCO 借出证券(定义见本协议)。WDCO 应确定证券的发行人、借出证券的金额、贷款的期限以及 WDCO 转让抵押品的类型。WDCO 应根据第 3.2 节的规定向贷款人提供列有贷款证券的明细表和收据,以确认该贷款。该确认书("确认书")连同本协议应构成与确认书有关的贷款条款的确凿证据。如果该确认书的条款与本协议不一致,应以本协议为准。确认书将通过安全网站以电子方式提供给放款人。新确认书可用的通知将发送至 Glendale 提供的放款人账户资料中记录的电子邮件地址。
2.2. Notwithstanding any other provision in this Agreement regarding when a Loan commences, unless otherwise agreed, a Loan hereunder shall not occur until the Loaned Securities and the Collateral therefore have been transferred in accordance with Section 15. 2.2.尽管本协议有任何其他关于贷款开始时间的规定,除非另有约定,否则在贷款证券和抵押品按照第 15 节的规定转让之前,本协议项下的贷款不会发生。
Transfer of Loaned Securities 借出证券的转让
3.1. Loaned Securities shall be transferred to WDCO’s account by WDCO hereunder on or before the Cutoff Time on the date chosen by WDCO for the commencement of a Loan. 3.1.贷款证券应在 WDCO 选择的贷款开始日期的截止时间或之前由 WDCO 根据本协议转移到 WDCO 的账户。
3.2. WDCO shall provide Lender with a schedule listing the Loaned Securities that consists of a Confirmation or other document provided to Lender by WDCO. WDCO shall also provide Lender with a monthly statement dated as of the end of the month indicating which, if any, of Lender’s Securities were lent and returned during the month or have been lent and not returned and as of the date of the statement. 3.2.WDCO 須向放債人提供列明借出證券的明細表,該明細表由 WDCO 向放債人提供的確認書或其他文件組成。WDCO 还应向出借人提供一份注明日期为当月月底的月度报表,说明出借人的证券中哪些(如有)已在当月借出并归还,或哪些已借出但未归还,并注明报表日期。
3.3. Notwithstanding any other provision in this Agreement, the parties hereto agree that they intend the Loans hereunder to be loans of Securities. 3.3.尽管本协议有任何其他规定,但协议各方同意,他们有意将本协议项下的贷款视为证券贷款。
Collateral 抵押品
4.1. WDCO shall, prior to or concurrently with the transfer of the Loaned Securities to WDCO, but in no case later than the Close of Business on the day of such transfer, segregate on behalf of Lender Collateral with a Market Value or, in the case of bank letters of credit, a stated amount, at least equal to the Applicable Percentage defined in Sections 4.2 and 4.3 below in the Collateral Account. The value of such Collateral segregated for Lender shall be displayed as a memo entry in Lender’s Account. 4.1.WDCO 應在貸款證券轉移至 WDCO 之前或與此同時,但無論如何不得遲於轉移當日的營業時間結束前,代表出借人在抵押品賬戶中獨立存放市值至少相等於下文第 4.2 及 4.3 節所定義的適用百分比的抵押品,或就銀行信用證而言,獨立存放的金額至少相等於下文第 4.2 及 4.3 節所定義的適用百分比的抵押品。为放款人隔离的此类抵押品的价值应在放款人账户中显示为备忘条目。
4.2. In the case of U.S. Collateral, the Applicable Percentage shall be 100%. 4.2.对于美国抵押品,适用百分比应为 100%。
4.3. In the case of Foreign Collateral, the Applicable Percentage shall be (a) 102%102 \% of the then market value of the securities lent as valued on a Recognized Securities Exchange or an Automated Trading System on which the securities are primarily traded if the Foreign Collateral posted is denominated in the same currency as the securities lent, or (b) 105%105 \% of the then market value of the securities lent as valued on a Recognized Securities Exchange or an Automated Trading System on which the securities are primarily traded if the Foreign Collateral posted is denominated in a different currency than the securities lent. 4.3.就外国抵押品而言,适用的百分比应为 (a) 如果存入的外国抵押品以与借出的证券相同的货币计价,则 102%102 \% 在认可证券交易所或证券主要交易的自动交易系统上估值的借出证券的当时市值、或 (b) 105%105 \% 借出证券在公认证券交易所或证券主要交易的自动交易系统上估值的当时市值(如果所张贴的外国抵押品以不同于借出证券的货币计价)。
4.4. The Collateral segregated by WDCO for Lender, as adjusted pursuant to Section 9, shall be security for WDCO’s obligations in respect of such Loan and for any other obligations of WDCO to Lender hereunder. WDCO hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral segregated for Lender, which shall attach upon the transfer of the Loaned Securities to WDCO and which shall cease upon the transfer of the Loaned Securities by WDCO to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that WDCO may invest the Collateral on Lender’s behalf and, if such Collateral is invested, Lender shall receive a loan fee as set forth in Section 5. WDCO shall, during the term of any Loan hereunder, segregate Collateral in the Collateral Account. 4.4.WDCO 为贷款人分离的抵押品(根据第 9 节进行调整)应作为 WDCO 就该笔贷款承担的义务以及 WDCO 根据本合同对贷款人承担的任何其他义务的担保。WDCO 特此向贷款人质押、转让并授予贷款人对为贷款人隔离的抵押品的持续第一优先担保权益和留置权,该担保权益和留置权在贷款证券转让给 WDCO 时生效,并在 WDCO 将贷款证券转让给贷款人时终止。除了本协议赋予贷款人的权利和补救措施外,贷款人还应享有《统一商法典》规定的有担保方的所有权利和补救措施。不言而喻,WDCO 可以出借人的名义对抵押品进行投资,如果对抵押品进行投资,出借人将收取第 5 节规定的贷款费用。在本协议项下的任何贷款期限内,WDCO 应在抵押品账户中隔离抵押品。
4.5. Except as otherwise provided herein, upon transfer to Lender’s Account with WDCO of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, WDCO shall transfer the Collateral (as adjusted pursuant to Section 9) from the Collateral Account to WDCO no later than the Cutoff Time on such day or, if such day is not a day on which a transfer of such Collateral may be effected under Section 15, the next day on which such a transfer may be effected. 4.5.除本文另有规定外,在贷款根据第 6 节终止当日将贷款证券转移至贷款人在 WDCO 开立的账户时,WDCO 应在不迟于该日的截止时间或(如果该日不是根据第 15 节可以转移该抵押品的日期)下一个可以转移该抵押品的日期,将抵押品(根据第 9 节进行调整)从抵押品账户转移至 WDCO。
4.6. If the Loaned Securities are transferred to WDCO and WDCO does not transfer Collateral to Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.6.如果贷款证券被转让给 WDCO,而 WDCO 并未按照第 4.1 节的规定将抵押品转让给贷款人,则贷款人拥有要求归还贷款证券的绝对权利。
4.7. WDCO may substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for the Loaned Securities, shall equal or exceed the Applicable Percentage. 4.7.WDCO 可以用抵押品替代担保任何一笔或多笔贷款的抵押品;但条件是,替代抵押品的市值应使替代抵押品的总市值与贷款证券的所有其他抵押品的总市值相等或超过适用百分比。
Fees For Loan 贷款费用
5.1. WDCO agrees to pay Lender a loan fee (a “Loan Fee”), computed daily on each Loan based on the amount of cash or non-cash collateral held by Lender as Collateral as defined herein. Loan Fees 5.1.WDCO 同意向放款人支付贷款费用("贷款费用"),贷款费用根据放款人持有的现金或 非现金抵押品的金额按日计算,作为本文定义的抵押品。贷款费用
shall accrue from and including the date on which the Loaned Securities are transferred to WDCO to, but excluding, the date on which such Loaned Securities are returned to Lender. 从贷款证券转让给 WDCO 之日(含该日)起,至贷款证券归还贷款人之日(不含该日)止,应计贷款利息。
5.2. The Loan Fee as determined hereunder will be paid to the Lender by way of a credit posted to the Lender’s Account at WDCO. 5.2.根据本协议确定的贷款费用将通过贷款人在 WDCO 开立的账户贷记的方式支付给贷款人。
5.3. Unless otherwise agreed, any Loan Fee payable hereunder shall be payable: (a) in the case of any Loan of Securities other than Government Securities, upon the first ten calendar days of the month following the calendar month in which such fee was incurred; (b) in the case of any Loan of Government Securities, upon the termination of such Loan and at such other times, if any, as may be customary in accordance with market practice. Notwithstanding the foregoing, all Loan Fees shall be payable by WDCO immediately in the event of a Default hereunder by WDCO. 5.3.除非另有约定,否则根据本协议应支付的任何贷款费用应在以下时间支付:(a)如果是政府证券以外的任何证券贷款,应在发生该费用的日历月的下一个月的头十个日历日支付;(b)如果是政府证券贷款,应在该贷款终止时以及根据市场惯例的其他时间(如有)支付。尽管有上述规定,如果 WDCO 违约,WDCO 应立即支付所有贷款费用。
7. Rights in Respect of Loaned Securities and Collateral 7.与借出证券和抵押品有关的权利
Except as set forth in Sections 8.1 and 8.2, until Loaned Securities are required to be redelivered to Lender’s Account with WDCO upon termination of a Loan, WDCO shall have all of the incidents of ownership of the Loaned Securities, including the right to transfer the Loaned Securities to others. Lender hereby waives the right to vote, or to provide any consent or to take any similar action with respect to, the Loaned Securities in the event that the record date or deadline for such vote, consent, or other action falls during the term of the Loan. 除第 8.1 節及第 8.2 節所述者外,在貸款終止時貸款人須將貸款證券重新交付至貸款人在華特迪克公司的賬 戶之前,華特迪克公司應擁有貸款證券的所有權,包括將貸款證券轉讓予他人的權利。倘若表决、同意或其他行动的记录日期或截止日期在贷款期限内,贷款人特此放弃对贷款证券进行表决或提供任何同意或采取任何类似行动的权利。
The non-Defaulting Party shall (except upon the occurrence of an Act of Insolvency) give notice as promptly as practicable to the Defaulting Party of the exercise of its option to terminate all Loans hereunder pursuant to this Section 12. 非违约方应(发生破产行为时除外)在可行的情况下尽快向违约方发出通知,告知其根据本第 12 节行使终止本协议项下所有贷款的选择权。
WDCO and Lender acknowledge that, and have entered into this Agreement in reliance on the fact that, all Loans hereunder constitute a single business and contractual relationship and have been entered into in consideration of each other. Accordingly, WDCO and Lender hereby agree that payments, deliveries, and other transfers made by either of them in respect of any Loan shall be deemed to have been made in consideration of payments, deliveries, and other transfers in respect of any other Loan hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted. In addition, WDCO and Lender acknowledge that, and have entered into this Agreement in reliance WDCO 與放款人確認並已簽訂本協議,因為本協議項下的所有貸款均構成單一的業務及合約關係,並已在互相考慮的情況下簽訂。因此,WDCO 和放款人特此同意,双方中任何一方就任何贷款所进行的付款、交付和其他转让,应被视为是对本协议项下任何其他贷款的付款、交付和其他转让的对价,并且支付任何此类付款、交付和其他转让的义务可以相互抵消和净额计算。此外,WDCO 和放款人确认并已根据以下规定签订本协议
on the fact that, all Loans hereunder have been entered into in consideration of each other. Accordingly, WDCO and Lender hereby agree that: (a) each shall perform all of its obligations in respect of each Loan hereunder, and that a default in the performance of any such obligation by WDCO or by Lender (the “Defaulting Party”) in any Loan hereunder shall constitute a default by the Defaulting Party under all such Loans hereunder; and (b) the non-Defaulting Party shall be entitled to set off claims and apply property held by it in respect of any Loan hereunder against obligations owing to it in respect of any other Loan with the Defaulting Party. 基于以下事实,本协议项下的所有贷款都是在相互对价的基础上达成的。因此,WDCO 和贷款人特此同意(a) 双方均应履行其对本协议项下每笔贷款的所有义务,如果 WDCO 或放款人("违约方")未能履行本协议项下任何贷款的任何义务,则构成违约方对本协议项下所有贷款的违约;以及 (b) 非违约方应有权以其与违约方的任何其他贷款所产生的债务抵消其对本协议项下任何贷款的债权并应用其持有的财产。
19. Applicable Law 19.适用法律
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. 本协议应受犹他州法律管辖,并根据犹他州法律解释,但不适用其法律冲突原则。
20. Waiver 20.弃权
The failure of a party to this Agreement to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. All waivers in respect of a Default must be in writing. 本协议一方未能在任何场合坚持严格遵守本协议的任何条款,不应被视为放弃或剥夺该方此后坚持严格遵守该条款或本协议任何其他条款的权利。所有与违约有关的弃权必须以书面形式作出。
21. Survival of Remedies 21.补救措施的存续
All remedies hereunder and all obligations with respect to any Loan shall survive the termination of the relevant Loan, return of Loaned Securities or Collateral and termination of this Agreement. 在相关贷款终止、贷款证券或抵押品归还以及本协议终止后,本协议项下的所有补救措施以及与任何贷款相关的所有义务仍然有效。
22. Notices and Other Communications 22.通知和其他通信
Any and all notices, statements, demands or other communications hereunder may be given by a party to the other by telephone, mail, facsimile, email, electronic message, telegraph, messenger or otherwise to the individuals and at the facsimile numbers and addresses specified with respect to it in Schedule A hereto, or sent to such party at any other place specified in a notice of change of number or address hereafter received by the other party. Any notice, statement, demand or other communication hereunder will be deemed effective on the day and at the time on which it is received or, if not received, on the day and at the time on which its delivery was in good faith attempted; provided, however, that any notice by a party to the other party by telephone shall be deemed effective only if: (a) such notice is followed by written confirmation thereof; and (b) at least one of the other means of providing notice that are specifically listed above has previously been attempted in good faith by the notifying party. 本协议项下的任何及所有通知、声明、要求或其他通信可由一方通过电话、邮件、传真、电子邮件、电子信息、电报、信使或其他方式发送至本协议附表 A 中指定的个人和传真号码及地址,或发送至另一方此后收到的号码或地址变更通知中指定的任何其他地点。本协议项下的任何通知、声明、要求或其他通信将在收到之日和收到之时被视为有效,如果未收到,则在真诚尝试递送之日和递送之时被视为有效;但是,一方通过电话向另一方发出的任何通知只有在以下情况下才视为有效:(a) 此类通知之后有书面确认;且 (b) 通知方之前已善意尝试过上文具体列出的至少一种其他通知方式。
23. Submission to Jurisdiction; Waiver of Jury Trial 23.服从司法管辖;放弃陪审团审判
23.1. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY: (a) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR UTAH STATE COURT SITTING IN SALT LAKE CITY, AND ANY APPELLATE COURT FROM ANY SUCH COURT, SOLELY FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT TO ENFORCE ITS OBLIGATIONS HEREUNDER OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY LOAN HEREUNDER; AND (b) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND ANY RIGHT OF JURISDICTION ON ACCOUNT OF ITS PLACE OF RESIDENCE OR DOMICILE. 23.1.本协议各方不可撤销且无条件地(a) 接受位于盐湖城的任何美国联邦法院或犹他州法院的非排他性管辖,以及该等法院的任何上诉法院的非排他性管辖、仅为强制执行本协议项下的义务或与本协议或本协议项下的任何贷款有关的任何诉讼、行动或程序的目的;(b) 在其可有效这样做的最大限度内,放弃在任何上述法院提起此类诉讼或程序的任何不便诉讼地抗辩,以及因其居住地或属地而享有的任何司法权。
23.2. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 23.2. 本协议各方特此不可撤销地放弃在因本协议或本协议拟进行的交易而引起或与之相关的 任何诉讼、程序或反诉中由陪审团审判的权利。
24. Miscellaneous 24.杂项
Except as otherwise agreed by the parties, this Agreement supersedes any other agreement between the parties hereto concerning loans of Securities between WDCO and Lender. This Agreement shall not be 除各方另有约定外,本协议取代各方就 WDCO 与放款人之间的证券贷款达成的任何其他协议。本协议不得
assigned by either party without the prior written consent of the other party and any attempted assignment without such consent shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of WDCO and Lender and their respective heirs, representatives, successors, and assigns. This Agreement may be terminated by either party upon notice to the other, subject only to fulfillment of any obligations then outstanding. This Agreement shall not be modified, except by an instrument in writing signed by the party against whom enforcement is sought. The parties hereto acknowledge and agree that, in connection with this Agreement and each Loan hereunder, time is of the essence. Each provision and agreement herein shall be treated as separate and independent from any other provision herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. 任何一方未經另一方事先書面同意,不得轉讓本協議,而任何未經該方同意的轉讓企圖均屬無效。除上述规定外,本协议对 WDCO 和贷款人及其各自的继承人、代表、继任人和受让人具有约束力,并使其受益。任何一方均可在通知对方后终止本协议,但必须履行当时尚未履行的任何义务。本协议不得修改,除非由被要求强制执行的一方签署书面文件。本协议双方承认并同意,就本协议和本协议项下的每笔贷款而言,时间至关重要。本协议中的每项规定和协议均应视为独立于本协议中的任何其他规定,即使任何其他规定或协议无法执行,本协议仍可执行。
Unless otherwise agreed by WDCO and Lender: 除非 WDCO 和贷款人另有约定:
28.1. If the principal market for the Securities to be valued is a national securities exchange in the United States, their Market Value shall be determined by their last sale price on such exchange at the most recent Close of Trading or, if there was no sale on the Business Day of the most recent Close of Trading, by the last sale price at the Close of Trading on the next preceding Business Day on which there was a sale on such exchange, all as quoted on the Consolidated Tape or, if not quoted on the Consolidated Tape, then as quoted by such exchange. 28.1.如果待估值证券的主要市场是美国的一家全国性证券交易所,则其市值应按其在该交易所最近一次收盘时的最后卖出价确定,如果在最近一次收盘的营业日没有卖出,则按在该交易所有卖出的下一个营业日收盘时的最后卖出价确定,所有卖出价均在综合磁带上报价,如果不在综合磁带上报价,则按该交易所的报价确定。
28.2. If the principal market for the Securities to be valued is the over-thecounter market, and the Securities are quoted on The Nasdaq Stock Market (“Nasdaq”), their Market Value shall be the last sale price on Nasdaq at the most recent Close of Trading or, if the Securities are issues for which last sale prices are not quoted on Nasdaq, the last bid price at such Close of Trading. If the relevant quotation did not exist at such Close of Trading, then the Market Value shall be the relevant quotation on the next preceding Close of Trading at which there was such a quotation. 28.2.如果待估值证券的主要市场是场外交易市场,且证券在纳斯达克股票市场("纳斯达克")有报价,则其市值应为纳斯达克最近一次交易收盘时的最后卖出价;如果证券是在纳斯达克没有最后卖出价报价的发行,则其市值应为该交易收盘时的最后买入价。如果在该交易日收盘时没有相关报价,则市值应为有相关报价的下一个交易日收盘时的相关报价。
28.3. Except as provided in Section 28.4, if the principal market for the Securities to be valued is the over-the-counter market, and the Securities are not quoted on Nasdaq, their Market Value shall be 28.3.除第 28.4 节规定的情况外,如果待估值证券的主要市场为场外交易市场,且证券未在纳斯达克市场报价,则其市值应为
determined in accordance with market practice for such Securities, based on the price for such Securities as of the most recent Close of Trading obtained from a generally recognized source agreed to by the parties or the closing bid quotation at the most recent Close of Trading obtained from such a source. If the relevant quotation did not exist at such Close of Trading, then the Market Value shall be the relevant quotation on the next preceding Close of Trading at which there was such a quotation. 市值將根據該等證券的市場慣例釐定,其基礎為最近交易收市時該等證券從各方同意的公認來源取得的價格或最近交易收市時從該來源取得的收市買入報價。如果在该交易收盘时没有相关报价,则市值应为下一个有相关报价的交易收盘时的相关报价。
28.4. If the Securities to be valued are Foreign Securities, their Market Value shall be determined as of the most recent Close of Trading in accordance with market practice in the principal market for such Securities. 28.4.如需估值的证券为外国证券,其市值应根据该证券主要市场最近一次收盘时的市场惯例确定。
28.5. The Market Value of a letter of credit shall be the undrawn amount thereof. 28.5.信用证的市场价值应为其未提取的金额。
28.6. All determinations of Market Value under Sections 28.1 through 28.4 above shall include, where applicable, accrued interest to the extent not already included therein (other than any interest credited or transferred to, or applied to the obligations of, the other party pursuant to Section 8 of the Agreement), unless market practice with respect to the valuation of such Securities in connection with securities loans is to the contrary. 28.6.根据上述第 28.1 节至第 28.4 节确定的所有市值,在适用情况下,应包括尚未包括在内的应计利息(根据本协议第 8 节记入另一方贷方或转入另一方贷方或用于另一方债务的任何利息除外),除非与证券贷款有关的此类证券估值的市场惯例与此相反。
29. Arbitration 29.仲裁
THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION AGREEMENT, THE PARTIES AGREE AS FOLLOWS: 本协议包含争议前仲裁条款。通过签署仲裁协议,双方同意如下:
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. 本协议各方放弃在法庭上起诉对方的权利,包括由陪审团进行审判的权利,但提交索赔的仲裁机构规则规定的除外。
ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED. 仲裁裁决通常是终局的,具有约束力;当事人要求法院推翻或修改仲裁裁决的能力非常有限。
THE ABILITY OF THEPARTIES TOOBTAINDOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS. 与法院程序相比,仲裁程序中当事人获取文件、证人证词和其他证据的能力通常受到更多限制。
THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD UNLESS, IN AN ELIGIBLE CASE, A JOINT REQUEST FOR AN EXPLAINED DECISION HAS BEEN SUBMITTED BY ALL PARTIES TO THE PANEL AT LEAST 20 DAYS PRIOR TO THE FIRST SCHEDULED HEARING DATE. 仲裁员不必解释其裁决的理由,除非在符合条件的案件中,各方当事人在首次预定开庭日期前至少 20 天向仲裁庭提交了要求解释裁决的联合请求。
THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. 仲裁员小组中通常会包括少数曾经或正在从事证券行业的仲裁员。
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. 某些仲裁机构的规则可能会对向仲裁机构提出申诉规定时限。在某些情况下,不符合仲裁条件的索赔可以向法院提起。
Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) 美国税收预扣和申报受益所有人外国身份证明书(个人)
(Rev. October 2021) (2021 年 10 月修订版)
For use by individuals. Entities must use Form W-8BEN-E. 供个人使用。实体必须使用 W-8BEN-E 表。
Department of the Treasury Internal Revenue Service 财政部国内税收署
Do NOT use this form if: 如果出现以下情况,请勿使用本表
Go to www.irs.gov/FormW8BEN for instructions and the latest information. 有关说明和最新信息,请访问 www.irs.gov/FormW8BEN。
Give this form to the withholding agent or payer. Do not send to the IRS. 将此表交给预扣代理人或付款人。不要寄给美国国税局。
You are NOT an individual 您不是个人
You are a U.S. citizen or other U.S. person, including a resident alien individual . . . . . . . . . . . . . . . . . . . W-9 您是美国公民或其他美国人,包括外籍居民个人。W-9
You are a beneficial owner claiming that income is effectively connected with the conduct of trade or business within the United States (other than personal services) 您是实益拥有人,声称收入与在美国境内从事贸易或商业(个人服务除外)有实际联系
You are a beneficial owner who is receiving compensation for personal services performed in the United States 8233 or W-4 您是因在美国提供个人服务而获得报酬的实际所有人 8233 或 W-4
You are a person acting as an intermediary . W-8IMY 您是中介人。W-8IMY
Note: If you are resident in a FATCA partner jurisdiction (that is, a Model 1 IGA jurisdiction with reciprocity), certain tax account information may be provided to your jurisdiction of residence. 注意:如果您居住在 FATCA 伙伴司法管辖区(即具有互惠性的示范 1 IGA 司法管辖区),某些税务账户信息可能会提供给您的居住地司法管辖区。
Part I Identification of Beneficial Owner (see instructions) 第一部分 确定实际所有人(见说明)
1 Name of individual who is the beneficial owner 1 实益拥有人个人姓名
2 Country of citizenship 2 国籍国
3 Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address. 3 永久居住地址(街道、公寓或套房号,或乡村路线)。请勿使用邮政信箱或代管地址。
City or town, state or province. Include postal code where appropriate. 城市或城镇、州或省。酌情包括邮政编码。
Country 国家 4quad4 \quad Mailing address (if different from above) 4quad4 \quad 邮寄地址(如果与上述地址不同)
City or town, state or province. Include postal code where appropriate. 城市或城镇、州或省。酌情包括邮政编码。
Country 国家
5 U.S. taxpayer identification number (SSN or ITIN), if required (see instructions) 5 美国纳税人识别号(SSN 或 ITIN)(如需要)(请参阅说明
Part II Claim of Tax Treaty Benefits (for chapter 3 purposes only) (see instructions) 第二部分 税收协定优惠申请(仅用于第 3 章)(见说明)
9 I certify that the beneficial owner is a resident of 9 我证明受益所有人是以下国家的居民
within the meaning of the income tax treaty between the United States and that country. 在美国与该国签订的所得税条约的意义范围内。
10 Special rates and conditions (if applicable-see instructions): The beneficial owner is claiming the provisions of Article and paragraph of the treaty identified on line 9 above to claim a qquad\qquad % rate of withholding on (specify type of income): 10 特殊税率和条件(如适用--见说明):实益拥有人根据上述第 9 行所列条约的条款和段落的规定,要求对(请注明收入类型)适用 qquad\qquad % 的预扣税率:
Explain the additional conditions in the Article and paragraph the beneficial owner meets to be eligible for the rate of withholding: 解释受益所有人符合该条和该款中的其他条件,才有资格享受预扣率:
Part III Certification 第 III 部分 认证
Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that: 在作伪证的处罚下,我声明我已审查了本表上的信息,就我所知和所信,这些信息是真实、 正确和完整的。在作伪证的前提下,我进一步证明
I am the individual that is the beneficial owner (or am authorized to sign for the individual that is the beneficial owner) of all the income or proceeds to which this form relates or am using this form to document myself for chapter 4 purposes; 本人是本表所涉及的所有收入或收益的实际所有人(或经授权代表实际所有人签字),或为第 4 章目的使用本表记录本人;
The person named on line 1 of this form is not a U.S. person; 本表第 1 行所列人员不是美国人;
The person named on line 1 of this form is a resident of the treaty country listed on line 9 of the form (if any) within the meaning of the income tax treaty between the United States and that country; and 本表第 1 行所列人员是本表第 9 行所列条约国(如有)的居民,符合美国与该国之间所得税条约的规定;且
For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions. 对于经纪人交易或易货交换,受益所有人是说明中定义的豁免外国人。
Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner. I agree that I will submit a new form within 30 days if any certification made on this form becomes incorrect. 此外,本人授权将此表提供给任何控制、接收或保管本人为实益所有人的收入的扣缴义务人,或任何可以支付或支付本人为实益所有人的收入的扣缴义务人。我同意,如果本表格上的任何证明有误,我将在 30 天内提交一份新表格。
Sign Here 在此签名
◻\square I certify that I have the capacity to sign for the person identified on line 1 of this form. ◻\square 本人证明,本人有能力为本表第 1 行所示人员签名。
Signature of beneficial owner (or individual authorized to sign for beneficial owner) 受益所有人(或受权代表受益所有人签字的个人)签名
Date (MM-DD-YYYY) 日期(月-日-年)
Print name of signer 打印签字人姓名
^(1){ }^{1} The funds need to be deposited to your account in order for the Certificate Deposit process to begin. ^(2){ }^{2} Exceptions may occur under special circumstances, with proper documentation, and upon approval of Wilson-Davis Senior Management. ^(1){ }^{1} 资金必须存入您的账户,存款证明程序才能开始。 ^(2){ }^{2} 在特殊情况下,经威尔逊-戴维斯高级管理层批准,可提供适当的证明文件。 ^(3){ }^{3} Outgoing wires are subject to funds availability, Wilson-Davis deposit requirements, and or outstanding or anticipated account charges. ^(3){ }^{3} 汇出电汇须视资金可用情况、威尔逊-戴维斯存款要求以及未清偿或预期账户费用而定。 ^(4){ }^{4} Wilson-Davis is not held responsible or liable, in any way, for failure to process same day requests or failure to process requests due to circumstances beyond its control. In any event, Wilson-Davis’s liability shall not exceed its wire fee, and if applicable, interest at Wilson-Davis’s credit rate until such time the request has been processed. ^(4){ }^{4} 威尔逊-戴维斯不以任何方式对未能处理当日请求或因无法控制的情况而未能处理请求负责或承担责任。在任何情况下,威尔逊-戴维斯的责任不应超过其电汇费,如果适用,威尔逊-戴维斯将按其信贷利率支付利息,直至请求得到处理。