Common use of Supervision of Orders and Accounts Clause in Contracts

Supervision of Orders and Accounts. Apex will execute orders for Correspondent if requested by Correspondent. Correspondent will be responsible for the review and supervision of, and the suitability of, investments made by Correspondent and Apex shall not have any responsibility in that regard. Correspondent shall be responsible for ensuring that all transactions in and activities related to all Accounts opened by it with Apex, including discretionary accounts, will be in compliance with all applicable laws, rules and regulations of the United States, the several states, governmental agencies, securities exchanges, any applicable foreign regulatory agencies and FINRA, including any laws relating to Correspondent’s fiduciary responsibilities to customers, either under the Employee Retirement Income Security Act of 1974 or otherwise. Correspondent shall diligently supervise the activities of its officers, employees and representatives with respect to all Accounts. Apex will perform the clearing services provided for in this Agreement for Accounts accepted by it in accordance with the terms of this Agreement, as it may be amended from time to time and otherwise in accordance with its best business judgment. To the extent, if any, that Apex accepts from Correspondent orders for execution in accordance with Section 7(a), Correspondent shall be responsible for informing Apex of the location of the securities that are the subject of the order so that Apex may comply with the provisions of Rule 4510 of FINRA’s Conduct Rules. Additionally, Correspondent shall not open any underlying customer accounts custodied in an Account at Apex from any country or jurisdiction prohibited by Apex and Correspondent shall promptly identify to Apex any and all countries in which underlying customers of any Account are citizens or reside on Apex’s request.

Supervision of Orders and Accounts. Apex will execute orders for Correspondent if requested by As between NFS and Correspondent. , Correspondent will be responsible for the review reviewing, monitoring and supervision of, and the suitability ofsupervising transactions, investments made and other activity by Correspondent every Customer and Apex shall not have any responsibility in that regardAccount under this Agreement. Correspondent shall be responsible for ensuring that all transactions in and activities related to all Accounts opened by it with ApexNFS, including discretionary accountsAccounts, will be in material compliance with all applicable laws, rules and regulations of the United States, the several states, governmental agencies, securities exchanges, any applicable foreign regulatory agencies and FINRA, including any laws relating to Correspondent’s fiduciary responsibilities to customersCustomers, if any, either under the Employee Retirement Income Security Act of 1974 or otherwise. Without limiting the foregoing obligations of Correspondent, Correspondent shall be responsible for: (1) determining the suitability of all investments, investment strategies and transactions, including option transactions to the extent required by applicable laws, rules, and regulations, (2) ensuring that there is a reasonable basis for any recommendations made by Correspondent to Customers to the extent required by applicable laws, rules, and regulations, (3) assessing the appropriateness of the frequency of trading in Accounts to the extent required by applicable laws, rules, and regulations, (4) providing all required documents and other disclosures to Customers pertaining to functions or responsibilities under this Agreement (with the exception of the notice to customers provided by NFS pursuant to Section XVII of this Agreement), including but not limited to the Options Clearing Corporation disclosure document, the Premiere Select I▇▇ Custodial Agreement and Disclosure Statement and/or Premiere Select R▇▇▇ ▇▇▇ Custodial Agreement and Disclosure Statement (where required), and (5) complying with the applicable sales practice, disclosure and other requirements of Section 15(g) of the Exchange Act and the rules thereunder. In addition to the terms herein, Correspondent shall be responsible for ensuring that mutual fund transactions initiated by the Correspondent shall comply with Applicable Laws and Regulations, the terms of any applicable prospectus or other governing documents, and the policy and procedures of NFS and the mutual fund or its service providers, including but not limited to matters relating to break point price eligibility, market timing, excessive or disruptive trading and trade cut-off times and related transaction pricing. Correspondent shall diligently supervise the activities of its officers, employees and representatives with respect to all such Accounts. Apex will perform the clearing services provided for in this Agreement for Accounts accepted by it in accordance with the terms of this Agreement, as it may be amended from time to time and otherwise in accordance with its best business judgment. To the extent, if any, that Apex accepts from Correspondent orders for execution in accordance with Section 7(a), Correspondent shall be responsible for informing Apex for: (1) selecting, investigating, training, and supervising all personnel of the location Correspondent who open, approve, or authorize Accounts and transactions in the Accounts, (2) establishing written procedures for reviewing activity in Accounts and ongoing review of all transactions in Accounts, and maintaining compliance and supervisory personnel adequate to implement such procedures, and (3) ensuring that each instruction given to NFS with respect to any Customer or Account including but not limited to the acquisition, disposition or transfer of funds or securities that are shall be properly authorized by such Customer or Account. NFS reserves the subject right to reject any instruction unless such instruction is accompanied by such documentation as NFS reasonably deems appropriate. NFS shall diligently supervise the activities of its officers, employees and representatives with respect to the order so that Apex may comply functions and responsibilities allocated to NFS under this Agreement. NFS shall maintain written supervisory procedures with respect to the provisions of Rule 4510 of FINRA’s Conduct Rules. Additionallyfunctions and responsibilities allocated to NFS under this Agreement to the extent required by applicable law, Correspondent shall not open any underlying customer accounts custodied in an Account at Apex from any country rule or jurisdiction prohibited by Apex and Correspondent shall promptly identify to Apex any and all countries in which underlying customers of any Account are citizens or reside on Apex’s requestregulation.