Account Agreement
   
 
 

This Account Agreement states the terms and conditions of your brokerage account with MyStockFund Securities, Inc. ("MSFS"). Please read this Account Agreement carefully. Please retain this Account Agreement for future reference, and note that it is subject to change upon notice to you via posting on the MyStockFund website, www.MyStockFund.com (the “web site”, or the “Site”), or otherwise in writing.

In consideration for MSFS opening and maintaining your brokerage account, you agree, by your electronic acceptance and signature as indicated below, to all of the provisions, terms and conditions contained in this Account Agreement (“Agreement”), as it may be amended from time to time in accordance with Section 35.

1.    Account Registration Form. To participate, you must go online to the MSFS web site, click on the “Open an Account” icon, and then complete, electronically sign and submit an Account Registration Form (including an Automated Clearing House (ACH) Consent Form and Credit Card Authorization) to MSFS. You will be required to select a purchase plan (“Plan”), and to provide credit card and or ACH information to pay the fees for the Plan. You warrant and represent that the information that you supply in your Account Registration Form (or other information you supply to MSFS) is accurate and truthful. You may go to the MSFS web site, My Account Tab, then the Personal Account Information page to review the account information you provided MSFS.

2.    Consent to Electronic Communication. By accepting this Account Agreement, and opening an account with MSFS (an “MSFS Account”), you consent to receive electronically all notices, statements, documents and other communications from MSFS.

These electronic communications may be made by email, by online posting to the MSFS web site, or by other forms of electronic communication. This means that your account statements, trade confirmations, tax documents, notices of modifications to this Account Agreement, and all other notices will be sent to you electronically, either to your email address or by posting for you on the MSFS web site.

You acknowledge that you have provided your current accurate email address to MSFS on your Account Registration Form. You agree to notify MSFS in advance of any change to your email address. You may change your email address online by logging into your account and accessing the Manage My Account tab, then Personal Account Information page. Alternatively, you may do this by sending an email to us at the following email address: [email protected]

You will require ownership of or reliable access to computer equipment and software with at least the capabilities to access, receive and retain electronic communications from MSFS, an Internet-compatible computer with browser software and a functional email account. You will also need access to the Internet.

You agree to promptly review all electronic communications sent by MSFS to your email address, or posted for you on the MSFS web site. You agree that all such electronic communication will be deemed received by you upon MSFS’s transmission of an email to your email address containing the communication or stating that it is posted for you on the web site.

Right to Withdraw Consent to Electronic Communication and to Receive Communication in Writing.

You have the right to withdraw your consent to electronic communication from MSFS at any time, and to elect to receive communication from MSFS in writing. To do this, you must provide MSFS with a written request for communication in writing, signed by you, and sent to MSFS as follows:

        MyStockFund Securities, Inc.
        Attention: Member Care
        P.O. Box 525
         Herndon, Virginia 20172-0525

If you request communication in writing, MSFS will charge an administrative fee for paper documents. The fee for statements is $5.00 per month. MSFS reserves the right to increase, decrease or otherwise adjust these fees from time to time.

MSFS also reserves the right, if you request communication in writing, to terminate your MSFS Account. In such case you will no longer be able to participate in MyStockFund. MSFS will send you stock certificates for any whole shares of stock in your account, and will send you the cash equivalent of any fractional shares, less the transaction and account termination costs.

If you require a written copy of any electronic communication sent to you during the time you consented to electronic communication, that is not more than 1 year old, you can request this from MSFS, by sending a written request to MSFS that specifically identifies and dates the communication, signed by you, and sent to MSFS at the address set forth above.

MSFS will use reasonable efforts to provide you with the written copy that you request, but cannot guarantee that this will be possible. MSFS will charge an administrative fee for this service. The fee is presently set at a minimum fee of $5 per requested communication, plus $.15 per page of writing. MSFS reserves the right to increase, decrease or otherwise adjust this fee from time to time.

3.    Purchases of Securities.
There are four ways that you can purchase securities: (A) purchases within the maximum number of trades allowed by your selected Plan, (B) purchases that exceed the maximum number of trades allowed by your selected Plan, (C) online purchases that are submitted directly on the Site, and (D) Broker Assisted purchases over the telephone. See Fees & Services for the pricing associated with each Plan.

A.  Purchases that are covered by your selected Plan.
You will purchase securities by using the MSFS web site. You understand that any purchase orders you enter will be in dollar amounts (not less than $10 per security) and not specific numbers of shares. Upon execution, your MSFS Account may be credited for whole and fractional shares (up to five decimal places). Funds for stock purchases will be automatically debited from the bank, credit union, or other financial institution account of your choosing, pursuant to your ACH agreement, and credited to your MSFS Account no less than three (1) business day prior to the purchase date. No purchase orders will be executed unless sufficient funds (equal to or greater than the total requested investment amount) are in your MSFS Account prior to the purchase date. Funds are moved electronically via ACH transfer.

Any purchase order inadvertently accepted and/or executed without sufficient funds in your account designated by your ACH agreement, or in your MSFS Account, will be subject, at MSFS's discretion, to cancellation or liquidation without prior notification. In the event your MSFS Account is liquidated, you will be liable for any resulting losses and all associated costs incurred by MSFS. If MSFS does not receive credit for an ACH transfer because of insufficient funds or invalid account information, MSFS is authorized to deem requested purchases void and immediately remove from your MSFS Account the previously posted credit of such funds. Fees may apply.

Purchase requests for stock symbols that do not exist at the purchase date will not be executed. This includes shares in companies that have been merged, acquired or changed for any other reason.

If the purchase of securities is processed over several transactions at various prices, the price that you will pay for such securities will equal the average weighted price of the several purchase orders.

No limit orders will be accepted for stock purchases.

Plan purchase orders are routed to the marketplace for execution once per month or once per week (on the scheduled purchase date) depending on the Plan you have selected, except in the case of dividend reinvestments, which may occur on or about the dividend pay date.

B.  Purchases that exceed the number of trades covered by your selected Plan.
If you exceed the maximum number of purchases allowed under your selected Plan, MSFS may execute these additional trades for you on the applicable purchase date(s). If so, MSFS will debit the purchase funds from your designated bank or other financial institution pursuant to your ACH agreement, and will charge to your credit card account the amount of the associated fees under the terms of your Plan.

C.  Online Purchases.

Buy orders can be submitted on the Site. Buy orders are routed to the marketplace on the same date and approximate time you submit the order. All buy orders must specify the security and the number of shares to be purchased.

Currently all buy orders are entered as market orders. All market orders can only be executed between the hours of 9:30am - 4:00pm (Eastern time) on market trading days. All Buy orders must be submitted during these times. Buy orders cannot be placed by email or US mail, or left in voice mail.

You also understand that your security will receive the purchase price at which your buy order executes in the marketplace, which may be different from the price at which the security is trading when your buy order is submitted to us or entered into our system.

The online purchase of securities is limited to the value of the assets in your MSFS Account. MSFS does not permit margin accounts.

D.  Broker Assisted Purchases.

If you want to purchase securities without using the web site, you will need to telephone MSFS offices and request broker assistance. For Broker Assisted trades, purchase orders are executed in whole shares and you must have funds in your MSFS Account to fund the trade. Purchase orders cannot be placed by email or US mail, or left in voice mail. The only means by which a Broker Assisted purchase order can be placed is to contact MSFS verbally and place the purchase order, live and in-person, with a broker. Your ability to place a Broker Assisted trade may be contingent on the availability of a broker.

You also understand that your security will receive the purchase price at which your buy order executes in the marketplace, which may be different from the price at which the security is trading when your buy order is submitted to us or entered into our system.

Any U.S. listed domestic security can be purchased using a Broker Assisted trade.

E.  No Purchase of Securities by Credit Card.

The purchase of securities cannot in any case be funded with a credit card. Purchase of securities can only be funded through your ACH Agreement, or by your own personal check or money market funds or other securities in your MSFS Account.

4.    Sales and Transfers of Securities.

A.  Sales
Sell orders are routed to the marketplace on the same date and approximate time you submit the order (subject to market hours). All sell orders must specify the number of shares to be sold.

Currently all sell orders are entered as market orders. All market orders can only be placed between the hours of 9:30am - 4:00pm (Eastern time) on market trading days. All Sell orders must be submitted during these times. Sell orders cannot be placed by email or US mail, or left in voice mail. The only means by which a Broker Assisted sell order can be placed is to contact MSFS verbally and place the sell order, live and in-person, with a broker. Your ability to place a Broker Assisted sell may be contingent on the availability of a broker.

Proceeds from the sale of stock, net the transaction fee, will be deposited in your MSFS Account. If the proceeds of any sale are less than the commission, MSFS reserves the right to collect the difference.

Fractional share (less than one full share) will be liquidated at the price at the close of the market that day. If the order is entered after the close, the fraction will be liquidated at the close price the next business day.

MSFS requires that stock certificates be in your account and in good deliverable form prior to the acceptance of a sell order. Any sell order inadvertently accepted without negotiable certificates in the account will be subject, at MSFS's discretion, to cancellation, or buy-in, and you agree to be responsible for any cost or loss MSFS may incur. You also understand that your security will receive the sales price at which your sell order executes in the marketplace, which may be different from the price at which the security is trading when your sell order is submitted to us or entered into our system.

You understand and agree that MSFS does not permit selling securities "short" or margin accounts.

The proceeds of all sales will be retained in your MSFS Account unless you request otherwise. You may withdraw cash from your account upon request to MSFS.

B.  Transfers
Fractional shares in your MSFS Account cannot be transferred out of the account. In lieu of transferring fractional shares, you will receive the market value of such fractional interest in the shares, at the close of the market on the day of your transfer.

5.    Automatic Dividend Reinvestment. Automatic Dividend Reinvestment. If you elect to participate in the Dividend Reinvestment option, all cash dividends will be credited to your MSFS Account(s) on the dividend payment date. Those cash dividends will subsequently be debited from your account(s) and routed to the marketplace to purchase the appropriate number of shares. Those shares will then be credited to your account(s) on the payment date or as promptly thereafter as possible. Any portion of the cash dividend that is not used for the purchase of additional shares will remain credited to your account(s). You understand that you can change your choice at anytime.

Note that this election is an “all or none.” In other words, you cannot have dividends of one security reinvested, and have dividends of a separate security paid to cash. If you should liquidate your entire position of that security after the record date, the cash dividends will be credited to and held in your MSFS Account.

You also understand that all confirmations relating to the reinvestment of dividends and redemptions will be provided only in your monthly account statement. You may change your choice regarding participation in the automatic dividend reinvestment program by clicking on the 'My Investments' button bar, going to the ‘Account Balance and Holdings’ section, and indicating your choice on 'Click Here to Change Preference'.

6.    Order Change Requests. You may change the dollar amount to be moved by ACH transfer up to twenty four (24) hours prior to the MSFS purchase date.

You may change the dollar amount you want to invest per security (as long as the total investment amount does not exceed the available cash in your MSFS Account) up to 12:00 midnight, Eastern Time, the day before the purchase date.

You may change the securities in which you want to invest (including adding more symbols or deleting pending orders) up to 12:00 midnight, Eastern Time, on the day preceding a Plan purchase date (as long as the total investment amount does not exceed the funds that will be available from both the cash in your MSFS Account and ACH transfers scheduled to occur prior to the purchase date).

You may make these changes by indicating your choices in the AutoVest Schedule section of the Site.

7.    Order Cancellation Requests. Canceling a Plan purchase request may be done by 12:00 midnight, Eastern Time, the day before the purchase date. Buy and sell orders other than planned purchases are routed to the marketplace immediately upon your submission of the request, and are entered as market orders. Therefore, the cancellation of a sell order is not guaranteed and is on a best efforts basis only.

8.    Applicable Rules and Regulations. All transactions in your MSFS Account are subject to the constitution, rules, regulations, customs and usages of the exchange or market, and its clearing house, if any, where the transactions are executed by MSFS or its agents. Also, transactions are subject to the rules and regulations of the Securities and Exchange Commission and any applicable self-regulatory organization.

9.    Restricted Securities. MSFS does not participate in the sale of restricted securities. You are responsible for all costs associated with compliance or failure to comply with all the requirements of Rules 144 and 145(d) for any such intentional or unintentional sale.

10.    MSFS as Agent. You understand that MSFS is acting as your agent unless MSFS notifies you, electronically or in writing, before the settlement date for the transaction that MSFS is acting as a dealer for its own account or as agent for some other person.

11.    Transaction Confirmations, Account Statements, Notices and Other Communications. Transaction Confirmations, Account Statements, Notices and Other Communications. It is your responsibility to review all confirmations of transactions and account statements when you first receive them as set forth in Section 2 hereof. Transactions shall be binding upon you, if you do not object, either in writing or via electronic mail to MSFS at [email protected], within five (5) days after MSFS sends an electronic communication to you regarding that transaction, or in the case of written communication, within five (5) days after the confirmation or account statement is first received by you. In all cases, MSFS reserves the right to determine the validity of your objection to a transaction or information contained in your MSFS Account statement.

Confirmations will not be issued for the sale of fractional shares (less than one whole share). Review your Account Activity report on the web site to verify the execution of your request.

Investors will receive statements, confirmations, proxies and other such documents bearing Legent Clearing and MSFS logo.

12.    Stock Certificates. You are entitled, upon paying any applicable fees to receive physical delivery of fully paid securities in your account. Stock certificates cannot be issued for fractional shares.

13.    SIPC and Other Insurance Coverage. MSFS is a member of the Securities Investor Protection Corporation ("SIPC"). SIPC protects the assets in each of your accounts up to $500,000, of which no more than $100,000 may be in cash. (Please note that money market balances are not considered cash; they are securities.) Account protection does not cover the market risks associated with investing. Explanatory brochure available upon request or at www.sipc.org.

14.    No Investment Advice. You acknowledge that MSFS will not and does not provide you with any legal, tax or accounting advice or advice regarding the suitability or profitability of a security or investment. You assume full responsibility and risk for transactions in or for your MSFS Account and your investment decisions. MSFS and its officers, directors, stockholders, employees, agents and affiliates will have no liability for transactions in or for your MSFS Account and your investment decisions.

15.    Member's Responsibility. Certain securities may grant the owner valuable rights that may expire unless the owner takes action. These securities and rights include, but are not limited to warrants, stock purchase rights, convertible securities and securities subject to a tender or exchange offer. Some of these offers may have fees. You are responsible for knowing the rights and terms of all securities in your MSFS Account. MSFS is not obligated to notify you of any upcoming expiration or redemption dates, or to take any other action on your behalf, without specific instructions from you, except as required by law and applicable rules of regulatory authorities. However, if any such security is about to expire worthless or be redeemed for significantly less than its fair market value, and we have not received instructions from you, MSFS may, at its discretion, sell the security and credit your MSFS Account with the proceeds.

Similarly, you are responsible for knowing about reorganizations related to securities, which you own, including but not limited to stock splits and reverse stock splits. MSFS is not obligated to notify you of any such reorganization.

16.    Commissions and Fees. You agree to pay our plan subscription fees, brokerage commissions and other fees as they apply to your MSFS Account, transactions, and services you receive or request under your Plan. The annual, quarterly and monthly subscription fees and any transaction or other fees are non-refundable. A fee and commission table is available on the site, at Fees &Services;

17.    Satisfaction of Indebtedness. You agree to satisfy, upon demand, any indebtedness of you to MSFS, and to pay any debit balance in any of your MSFS Accounts. The reasonable costs and expenses of collection of any such indebtedness or debit balance, including but not limited to attorney's fees, will also be payable by you to MSFS. Note that all MSFS Accounts are cash accounts, not margin accounts, and all securities must be paid-in-full prior to any purchase. MSFS reserves the right to not execute a trade if sufficient funds are not in the account designated by your ACH Agreement, or in your MSFS Account, prior to the purchase.

If there is a debit balance in your MSFS Account more than 21 calendar days it will be satisfied by MSFS by selling your securities, and we will also collect any commission applicable to such sales. MSFS will start by selling the largest security (by dollar amount) first, and will continue to sell until the debit is satisfied.

18.    Liens. All of your securities and/or other property in any MSFS Account in which you have an interest will be subject to a lien for the discharge of any and all indebtedness or any other obligation you may have to MSFS. In enforcing its lien, MSFS at its sole discretion may determine which securities and/or other property are to be sold.

19.    Restrictions on Trading. You understand MSFS may at any time, at its sole discretion and without prior notice to you, prohibit or restrict your ability to trade securities, or to substitute securities, in your MSFS Account.

20.    SEC Rule 14B-1(C). Pursuant to Rule 14b-1(c) under the Securities Exchange Act of 1934, as amended, MSFS is required to disclose to an issuer the name, address and position of its members who are beneficial owners of that issuer's securities unless you notify MSFS in writing of your objection.

21.    Telephone Recording. You understand and agree that for our mutual protection, MSFS may electronically record any of your telephone conversations with MSFS. You may place Broker Assisted orders by telephone and you may contact a member care representative by telephone in order to ask questions about your MSFS Account or get more information about MSFS.

22.    Joint Accounts. Any joint holder may individually, without notice to the other joint holders, authorize MSFS to buy, sell, tender, or exchange securities in the MSFS Account and to transfer any monies or securities into the MSFS Account. However, separate written instructions, signed by all account holders, are required to disperse or transfer any assets out of the MSFS Account in a form or to an account not bearing the identical registration of the MSFS Account.

Unless the joint owners notify us otherwise and provide us such documentation as we may require, we may presume that it is the express intention of the joint owners to hold the MSFS Account as joint tenants with rights of survivorship. In the event of the death of any of the joint owners, the entire interest in the MSFS Account shall be vested in the surviving joint owner(s) on the same Account Agreement as theretofore held, without in any manner releasing the deceased joint owner's estate from liability.

We reserve the right to require written instructions from all MSFS Account holders, at our discretion.

23.    Professional Affiliation. You agree to promptly notify MSFS in writing if you are now or if you become: (a) registered or qualified with the Securities and Exchange Commission, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association; (b) engaged as an "investment advisor" as that term is defined in Section 202(a)(11) of the Investment Advisors Act of 1940; or (c) employed by a bank or other organization exempt from registration under federal and/or state securities laws to perform functions that would require you to be so registered or qualified if you were to perform such functions for an organization not so exempt.

24.    Subscription Rights. You will be notified of any subscription rights, which are received by MSFS for your account.

25.    Payment for Order Flow. The Securities and Exchange Commission as well as the National Association of Securities Dealers, Inc. ("NASD") require that all broker/dealers inform their members, when a new account is opened, on an annual basis thereafter, and on confirmations, of payment for order flow practices (compensation received by placing orders through "market makers" and specialists on registered US exchanges). Certain execution destinations provide MSFS and/or Legent Clearing LLC (the clearing broker for MSFS) with remuneration for directing order flow to such destinations. Further information about the source and nature of the compensation for a particular transaction will be provided upon written request. This is an accepted industry practice, and at all times we are committed to achieving the best execution for our clients.

26.    Market Data. You also understand that neither any participating national securities exchange or association, nor any supplier of market data, guarantees the timeliness, sequence, accuracy or completeness of market data or any other market information, nor messages disseminated by any party. Neither MSFS nor any disseminating party shall be liable in any way, and you agree to indemnify and hold harmless MSFS and such disseminating party, for (a) any inaccuracy, error or delay in, or omission of (i) any such data, information or message or (ii) the transmission or delivery of any such data, information or message; or (b) any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non-performance, or (iii) interruption of any such data, information or message, due either to any negligent act or omission by MSFS or any disseminating party or to any "force majeure" (i.e., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure or equipment or software malfunction) or any other cause beyond the reasonable control of MSFS or any disseminating party. You understand that the terms of this Section 26 may be enforced directly against you by the national securities exchanges and associations providing market data.

27.    Online Service and Limitation of Liability. You will use MSFS only in accordance with this Agreement and any additional services offered through MSFS in the future will only be used in accordance with this Agreement. You will be responsible for the confidentiality and use of your user identification name and sign-on password. You understand that you will be solely responsible for all orders entered through MSFS using your user identification name and sign-on password. You further understand and agree that, as a condition of using MSFS to place orders and/or send information, you will immediately notify MSFS if: (a) you have received acknowledgment of an execution for an order which you did not place or any similar conflict; or (b) you become aware of any unauthorized use of your user identification name or sign-on password.

IN THE EVENT OF OCCURRENCE OF ANY OF THE ABOVE CONDITIONS, NEITHER MSFS NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS, AGENTS, AFFILIATES OR SUBSIDIARIES (JOINTLY “AFFILIATES”) CAN OR WILL HAVE ANY RESPONSIBILITY OR LIABILITY TO YOU OR TO ANY OTHER PERSON WHOSE CLAIM MAY ARISE THROUGH YOU FOR ANY CLAIMS WITH RESPECT TO THE HANDLING, MISHANDLING OR LOSS OF ANY ORDER.

YOU FURTHER AGREE THAT MSFS AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, TRADING LOSSES AND DAMAGES) THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE MSFS WEB SITE AND/OR SERVICES EVEN IF MSFS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT MSFS AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY LOSSES RESULTING FROM A CAUSE OVER WHICH MSFS OR ITS AFFILIATES DOES NOT HAVE DIRECT CONTROL, INCLUDING BUT NOT LIMITED TO THE FAILURE OF COMPUTER, ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, THE INTERNET, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., IF YOU ARE UNABLE TO ACCESS YOUR ONLINE SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES, FLOODS AND STRIKES OR OTHER LABOR PROBLEMS.

28.    Cash Account (Insured Deposit). Cash in your MSFS Account will automatically be invested in an interest bearing account that will be insured by either the Federal Deposit Insurance Corporation (FDIC) providing up to $100,000 of FDIC insurance, or the SIPC providing up to $100,000 of SIPC insurance. Each account will be paid a rate of interest, which may fluctuate daily depending on market conditions. Interest will accrue from the date of deposit to the last full day before the date of withdrawal and is compounded and credited monthly. There is no minimum period that money must remain on deposit and consequently, there is no penalty for withdrawals of your entire balance or any part thereof at any time without notice. Cash deposits and proceeds from the sale of securities, will be swept into the interest bearing account, that will be insured by either FDIC or SIPC insurance provided that the securities sold have been received in good deliverable form prior to settlement date unless a check or ACH is requested and no other funds are available. Credit balances needed to satisfy a settling transaction are not available for investment or disbursement. Minimum increments may be required for subsequent investments in the funds. Your monthly account statement will reflect all cash account activity.

29.    Extraordinary Events. MSFS and/or its affiliates and/or agents will not be liable for losses caused directly or indirectly by government restriction, exchange or market rulings, suspension of trading, computer, network or telecommunications failure, war, earthquakes, floods, strikes or any other cause or conditions beyond MSFS's control.

30.    Termination of Accounts. You may close your MSFS Account at any time by giving us written notice. MSFS may terminate your MSFS Account at any time and for any reason. Closing an MSFS Account will not affect rights and obligations of either party incurred or arising from transactions initiated under the Agreement prior to the termination, including provisions regarding arbitration, which will survive the termination of this Agreement.

31.    Severability. If any provision of this Agreement is held to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of this Agreement.

32.    Waiver. Except as specifically permitted in this Agreement, no provision of this Agreement can be, nor be deemed to be, waived, altered, modified or amended unless agreed to in writing signed by an authorized officer of MSFS.

33.    Successors. You agree that this Agreement and all its terms will be binding upon your heirs, executors, administrators, personal representatives and assigns. This Agreement will inure to the benefit of MSFS and its successors, assigns and agents. MSFS may assign its rights and duties under this Agreement to any of its subsidiaries or affiliates without giving you notice, or to any other entity with notice to you.

34.    Member Complaints. You agree to direct member complaints to MSFS Member Care Department, by email to [email protected], or by telephone to 703-620-5700. Written complaints can also be sent by mail to MyStockFund Securities, Inc., Attention: Member Care, P.O. Box 525, Herndon, Virginia 20172-0525.

35.    Amendment of Agreement. You agree that MSFS may amend or modify the terms of this Agreement at any time or times, in its sole discretion, upon notice to you by posting on the Site, or by other notice delivered to you in writing. You agree that your use of MyStockFund or of the Site after notice of an amendment is posted on the Site constitutes your agreement to the amendment.

36.    Governing Law. This Agreement shall be deemed made in, and shall be construed under and governed by the laws of the Commonwealth of Virginia, without regard for its choice of law provisions.

37.    Entire Understanding. This Agreement, together with the MSFS Terms of Use, the MSFS Privacy Policy, the ACH Agreement, and all other written agreements between you and MSFS related to your MSFS Account, and the terms contained on statements and confirmations sent to you, contains the entire understanding and agreement between you and MSFS concerning the subject matter of this Agreement. You may not assign your rights and obligations hereunder without first obtaining the prior written consent of MSFS.

38.    AGREEMENT TO ARBITRATE:

        1.    ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
        2.    THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT.
        3.    PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS.
        4.    THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTYS' RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.
        5.    THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.

You agree to arbitrate any controversy between you and MSFS or any of its officers, directors, employees, stockholders, agents, subsidiaries or affiliates arising out of or relating in any way to this Agreement or to your MSFS Account, including but not limited to; transactions of any kind, or the performance, construction, or breach of this Agreement or any other written agreement between you and MSFS. Such arbitration shall be conducted in accordance with the Code of Arbitration Procedure of the National Association of Securities Dealers, Inc. as then in effect. You understand that the judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

For purposes of notice to MSFS of any arbitration, the address of MSFS is as follows: MyStockFund Securities, Inc., Attention: Brokerage Operations; P.O. Box 525, Herndon, Virginia 20172-0525.

No person will bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (1) the class certification is denied; (2) the class is decertified; or (3) the member is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

If you are not residing in the United States at the time of any controversy between yourself and MSFS subject to this arbitration agreement, you agree to the provisions discussed above and the following additional provisions: (1) You agree that the rules of the organization administering the arbitration, namely the National Association of Securities Dealers, Inc., specifically provides for the designation of the place where the arbitration is to take place; (2) You agree to the personal jurisdiction of the courts of Fairfax County and Alexandria County located in the Commonwealth of Virginia, U.S.A. to interpret and enforce these arbitration provisions described in this Agreement; and (3) All arbitrations shall be held in the English language, unless otherwise agreed to by the parties.

Date: April 30, 2005