Advisor IPO Access Program Terms and Conditions

 

By participating in the Advisor IPO Access program and submitting an indication of interest or a conditional offer to buy on behalf of any client account (each a "Covered Account"), you, the Registered Investment Adviser ("RIA"), acknowledge, represent, and agree to the following terms and conditions:

1. Account Minimums: I acknowledge and agree that only Covered Accounts with a total account value of at least $100,000, at the time of allocation, are eligible to receive allocations of new issue shares through the Program.
2. Discretionary Authority Requirement: I represent and warrant that I possess full discretionary trading authority over all Covered Accounts for which I submit an indication of interest or confirm a conditional offer to buy under this Program. Accounts over which I do not hold discretionary authority are ineligible to participate.
3. Ineligible Fee Structures: I certify that no Covered Account participating in the Program is subject to a performance-based fee arrangement. I understand that accounts billed on performance-based fees are prohibited from receiving IPO allocations.
4. FINRA Rules 5130 and 5131 — Annual Eligibility Certification: I acknowledge a Covered Account submitted under this Program may not be held by a person or entity that is a "restricted person" or "covered person" within the meaning of FINRA Rules 5130 and 5131, respectively. I understand that accounts held by restricted or covered persons are ineligible to receive allocations of new issue shares and that I must certify same annually and that, as a condition of continued participation in the Program, I will be required to re-attest to my compliance with Rules 5130 and 5131 upon my first submission of an Indication of Interest in each calendar year.
5. No Guarantee of Allocation: I understand that indicating interest or submitting a conditional offer to buy on behalf of a Covered Account does not guarantee that shares will be allocated to such an account.
6. Allocation Methodology: I acknowledge that allocations will be made directly to client accounts. In the event that aggregate demand for shares exceeds the available supply, I understand and agree that shares will be allocated among eligible Covered Accounts using a methodology determined by TradePMR in its sole discretion, which may include pro-rata allocation by shares requested, pro-rata allocation by account value, equal distribution, or such other methodology as TradePMR may adopt and communicate to participating advisors prior to the opening of the Conditional Offer to Buy window for each offering. TradePMR reserves the right to modify its allocation methodology between offerings upon reasonable notice.
7. Settlement Funding Certification: I represent and warrant that, prior to indicating interest and confirming any Conditional Offer to Buy on behalf of a Covered Account, I will take reasonable steps to verify that such account holds, or is reasonably expected to hold, sufficient cleared funds or cash equivalents to satisfy the full purchase price of the allocated shares at the time of settlement.
8. Prospectus Delivery Requirements: I agree to provide, or cause to be provided, the initial prospectus and the final prospectus to the beneficial owners of the Covered Accounts prior to confirming any conditional offer to buy on their behalf, in accordance with applicable regulatory requirements.
9. Anti-Flipping Policy: I acknowledge the Program's "no flipping" policy. While clients and their advisors retain the right to sell shares acquired through the Program at any time, selling such IPO shares within thirty (30) days of the offering is defined as "flipping." I understand that engaging in flipping may result in the restriction of my firm's, or the applicable Covered Account's, future participation in the Advisor IPO Access program.
10. Eligibility of Accounts — Residency and Share Type: I represent and warrant that each Covered Account submitted under this Program is held by a beneficial owner who is a resident of the United States and that no Covered Account is subject to restrictions that would prevent the purchase or holding of new issue equity securities under applicable law. I further acknowledge that the Program supports whole-share allocations only; fractional share allocations are not available, and any allocation calculation that would result in a fractional share will be rounded down to the nearest whole share. No compensation or credit will be provided for fractional amounts forfeited as a result of rounding.