Uphold Securities Disclosures

We may revise these disclosures at any time. You agree to be bound by any revisions and agree to review these disclosures periodically. The most updated version of these disclosures will always be available for your review on this page, accessible by clicking on the “Disclosures” link at the bottom of the pages on our website or on our mobile app.

Uphold Securities Inc.

FINRA BROKERCHECK PROGRAM DISCLOSURE

FINRA BrokerCheck, formally known as the FINRA’s Public Disclosure Program, allows investors to learn about the professional background, business practices, and conduct of FINRA member firms or their brokers. The telephone number of the FINRAnBrokerCheck is 800-289-9999, the website address www.FINRA.org. An investor brochure is also available upon request.

SIPC COVERAGE AND ACCOUNT PROTECTION

Member of SIPC, which protects securities customers of its members up to $500,000 (including $250,000 for claims for cash). Explanatory brochure available upon request or at www.sipc.org.

Uphold Securities Inc. Business Continuity Planning

Uphold Securities Inc. has developed a Business Continuity Plan on how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions are  unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our business continuity plan. 

Contacting Us – If after a significant business disruption, you cannot contact us as you usually do at 203-554-5542, you should go to our website at https://uphold.com/ if you cannot access us through either of those means, you should contact our clearing firm, Apex Clearing Corporation at https://apexfintechsolutions.com/  for instructions on how it may provide prompt access to funds and securities, enter orders, and process other trade-related cash, and security transfer transactions. 

Our Business Continuity Plan – We plan to quickly recover and resume business operations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the firm’s books and records, and allowing our customers to transact business. In short, our business continuity plan is designed to permit our firm to resume operations as quickly as possible, given the scope and severity of the significant business disruption. 

Our business continuity plan addresses: data backup and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank, and counter-party impact; regulatory reporting; and assuring our customers' prompt access to their funds and securities if we are unable to continue our business. 

Our clearing firm, Apex Clearing Corporation, backs up our important records in a geographically separate area. While every emergency situation poses unique problems based on external factors, such as time of day and the severity of the disruption, we have been advised by our clearing firm that its objective is to restore its own operations and be able to complete existing transactions and accept new transactions and payments within 24-48 hours. Your orders and requests for funds and securities could be delayed during this period. 

Varying Disruptions – Significant business disruptions can vary in their scope, such as only our firm, a single building housing our firm, the business district where our firm is located, the city where we are located, or the whole region. Within each of these areas, the severity of the disruption can also vary from minimal to severe. In a disruption to only our firm or a building housing our firm, we will transfer our operations to a local site when needed and expect to recover and resume business within four hours. In a disruption affecting our business district, city, or region, we will transfer our operations to a site outside of the affected area, and recover and resume business within 24 hours. In either situation, we plan to continue in business, transfer operations to our clearing firm if necessary, and notify you through our website https://support.uphold.com/hc/en-us.. If the significant business disruption is so severe that it prevents us from remaining in business, we will assure our customers’ prompt access to their funds and securities. 

For more information – If you have questions about our business continuity planning, you can submit a support ticket at https://support.uphold.com/hc/en-us. 

Customer Identification Program Notice

Important Information You Need to Know about Opening a New Account

To help the government fight the funding of terrorism and money laundering  activities, federal law requires financial institutions to obtain, verify and record  information that identifies each person who opens an account. 

This notice answers some questions about your firm’s Customer Identification  Program. 

What types of information will I need to provide? 

When you open an account, your firm is required to collect the following  information: 

•  Name 

•  Date of birth 

• Address 

•  Identification number: 

•  U.S. citizen: taxpayer identification number (Social Security number or  employer identification number) 

•  Non-U.S. citizen: taxpayer identification number; passport number and  country of issuance; alien identification card number; or government-issued  identification showing nationality, residence and a photograph of you. 

You may also need to show your driver’s license or other identifying documents. 

A corporation, partnership, trust or other legal entity may need to provide  other information, such as its principal place of business, local office, employer  identification number, certified articles of incorporation, government-issued  business license, a partnership agreement or a trust agreement. 

U.S. Department of the Treasury, Securities and Exchange Commission, and  FINRA rules already require you to provide most of this information. These rules  also may require you to provide additional information, such as your net worth,  annual income, occupation, employment information, investment experience  and objectives and risk tolerance. 

What happens if I don’t provide the information requested or my identity can’t  be verified? 

Your firm may not be able to open an account or carry out transactions for you.  If your firm has already opened an account for you, they may have to close it. 

Uphold Securities Inc Order Routing and Payment for Order Flow Disclosure

Pursuant to Regulation NMS Rule 606 (“Rule 606”), all broker-dealers (including introducing firms) that route orders on behalf of customers are required to make publicly available quarterly reports that, among other things, identify the venues to which customer orders are routed for execution and disclose the material aspects of the broker-dealer's relationship with such venues. In accordance with Rule 606 we provide a summary of order routing activity that is made available to us by our clearing firm. You can view the report on our clearing firm’s website here. 

We are required to disclose at the time your account is opened, and annually thereafter, our practices with respect to receiving payment for order flow. Our clearing firm routes your orders to other broker-dealers or market centers for execution. These broker-dealers and market centers may include dealers who make markets in these securities. We and our clearing firm may receive compensation for routing equity orders to such dealers. In exchange for routing your orders to certain market centers, we receive monetary rebates per executed share for orders that add liquidity to its book and/or rebates for aggregate exchange fees. The rebates are shared with us by our clearing firm and are considered payment for order flow even though it may not necessarily offset our aggregate payments for removing liquidity. The amount of the rebate depends on the agreement reached with our clearing firm and will be furnished to you upon written request.

CONTENT & SOCIAL MEDIA DISCLOSURE

Content, news, research, tools, market data and securities symbols are for educational and illustrative purposes only and do not imply a recommendation or solicitation to buy or sell a particular security or to engage in any particular investment strategy. Companies that are not affiliated with us may supply some of the content. The source of all third-party Content is clearly and prominently identified. We have not been involved in the preparation, adoption or editing of third-party content and we do not endorse or approve such content. The information provided is not warranted as to completeness or accuracy and is subject to change without notice. The projections or other information regarding the likelihood of various investment outcomes are hypothetical in nature, are not guaranteed for accuracy or completeness, do not reflect actual investment results and are not guarantees of future results. All investments involve risk, losses may exceed the principal invested, and the past performance of a security, industry, sector, market, or financial product does not guarantee future results or returns. Before investing in a fund, consider the fund’s investment objectives, risks, charges, and expenses. Contact us for a prospectus containing this information. Please remember that diversification is not an investment strategy without risk, and in certain circumstances, it may not fit your investment objectives.

Opinions, statements, or views posted on our social media pages are communications by the persons posting them, and they are not adopted or endorsed by us. We may, in our sole discretion, remove comments or users at our discretion. We will remove comments that are unlawful, abusive, defamatory, offensive, or that contain profanities. We will remove spam, and treat as spam a high number of messages on the same topic.

We do not control or endorse any advertising, messages or content that the providers of the social media sites may publish on our social media pages. Third party marks appearing herein are the property of their respective owners.

For customer service related to your brokerage account, please submit a support ticket at https://support.uphold.com/hc/en-us. Do not post personal, account or transaction information on our social media sites. Uphold Securities Inc does not accept instructions to effect securities transactions or funds transfers via communications posted on social media sites.

Please read important legal disclosures that apply to your brokerage account.

Securities products and services offered to self-directed investors through Uphold Securities Inc Member FINRA / SIPC.

Securities products are: Not FDIC insured · Not bank guaranteed · May lose value

FINRA BrokerCheck reports for Uphold Securities Inc are available at http://www.finra.org/brokercheck

MARKET VOLATILITY DISCLOSURE

Delays
In a fast-moving market attempts at canceling an existing order and replacing it with a new one may result in an execution of duplicate orders. In such situations, customers are wholly responsible for both executions and any resulting losses. High volumes of trading at the market opening or intra-day may cause delays in execution and executions at prices significantly away from the market price quoted or displayed at the time the order was entered. Market Makers may execute orders manually or reduce their size guarantees during periods of volatility, resulting in possible delays in order execution and losses. Using limit orders is highly recommended in order to avoid executions at prices significantly different from the prices quoted at the time of order entry. 

Quotes
In times of high market volatility, significant price discrepancies may exist between the quote (real-time or delayed) received by the customer and the price at which the trade is executed. In addition, the number of shares available at a certain price (known as the size of a quote) may change rapidly, affecting the likelihood of a quoted price being available to the customer. Enhanced risk exists in this market environment for investors who employ short-term strategies such as day trading. 

Types of Orders
We are required to execute a market order fully and promptly without regard to price. While a customer may receive a prompt execution of a market order, the execution may be at a price significantly different from the current quoted price of that security. Limit orders will be executed only at a specified price or better. While the customer receives price protection, there is the possibility that the order will not be executed. 

When placing market orders for initial public offering (IPO) securities trading in the secondary market, particularly those that trade at a much higher price than their offering price, or in "hot stocks" (those that have recently traded for a period of time under what is known as "fast market conditions," in which the price of the security changes so quickly that quotes for a stock do not keep pace with the trading price of the stock), customers' risk of receiving an execution substantially away from the market price at the time they place the order may be significantly reduced if they also include a cap (or floor) with the order above (or below) which the order is not to be executed, by placing a limit order. 

Access
Customers may suffer market losses during periods of volatility in the price and volume of a particular stock when systems problems result in an inability to place buy or sell orders. Customers trading online may have difficulty accessing their accounts due to high Internet traffic or because of system capacity limitations. When online trading has been disabled or is not available because of systems limitations, customers may have difficulty reaching account representatives on the telephone during periods of high volume. While every effort is made to ensure the availability of electronic systems and brokers, no guarantee of access can be made during periods of exceptionally heavy activity. In addition, system response and account access times may vary, or service may be interrupted due to other conditions, including system performance, Internet traffic levels, and other factors. 

DAY TRADING RISK DISCLOSURE STATEMENT

You should consider the following points before engaging in a day-trading strategy. For purpose of this notice, a “day-trading strategy” means an overall trading strategy characterized by the regular transmission by a customer of intra- day orders to effect both purchase and sale transactions in the same security or securities. 

Day trading can be extremely risky. Day trading, generally, is not appropriate for someone of limited resources and limited investment or trading experience and low risk tolerance. You should be prepared to lose all of the funds that you use for day trading. In particular, you should not fund day‐trading activities with retirement savings, student loans, second mortgages, emergency funds, funds set aside for purposes such as education or home ownership or funds required to meet your living expenses. Further, certain evidence indicates that an investment of less than $50,000 will significantly impair the ability of a day trader to make a profit. Of course, an investment of $50,000 or more in no way guarantees success. 

Be cautious of claims of large profits from day trading. You should be wary of advertisements or other statements that emphasize the potential for large profits as a result of day trading. Day trading can lead to large and immediate financial losses. 

Day trading requires knowledge of securities markets. Day trading requires in‐ depth knowledge of the securities markets and trading techniques and strategies. In attempting to profit through day trading, you must compete with professional, licensed traders employed by securities firms. You should have appropriate experience before engaging in day trading. 

Day trading requires knowledge of a firm's operations. You should be familiar with a securities firm's business practices, including the operation of the firm's order execution systems and procedures. Under certain market conditions, you may find it difficult or impossible to liquidate a position quickly at a reasonable price. This can occur, for example, when the market for a stock suddenly drops, or if trading is halted due to recent news events or unusual trading activity. The more volatile a stock is, the greater the likelihood that problems may be encountered in executing a transaction. In addition to normal market risks, you may experience losses due to system failures. 

Day trading will generate substantial commissions, even if the per trade cost is low. Day trading involves aggressive trading, and generally you will pay commissions on each trade. The total daily commissions that you pay on your trades will add to your  losses or significantly reduce your earnings. For instance, assuming that a trade costs $16 and an average of 29 transactions are conducted per day, an investor would need to generate an annual profit of $111,360 just to cover commission expenses. 

Day trading on margin or short selling may result in losses beyond your initial investment. When you day trade with funds borrowed from a firm or someone else, you can lose more than the funds you originally placed at risk. A decline in the value of the securities that are purchased may require you to provide additional funds to the firm to avoid the forced sale of those securities or other securities in your account. Short selling as part of your daytrading strategy also may lead to extraordinary losses, because you may have to purchase a stock at a very high price in order to cover a short position. 

Potential Registration Requirements. Persons providing investment advice for others or managing securities accounts for others may need to register as either an “Investment Advisor” under the Investment Advisors Act of 1940 or as a “Broker” or “Dealer” under the Securities Exchange Act of 1934. Such activities may also trigger state registration requirements. 

FRACTIONAL SHARES DISCLOSURE

We may allow you to purchase securities in dollar amounts rather than share quantities.
Fractional share transactions are subject to the same market and investment risks as
transactions in whole shares. We only accept market orders for fractional shares. Limit
orders (including stop and stop-limit orders) for fractional shares are not permitted at this
time. Orders entered outside of regular trading hours cannot be executed.

We round the amount of fractional shares you can purchase and own in your account
down to the nearest four decimal places, which may result in your fractional share
position being slightly less than the exact dollar amount you request and may affect your
ability to be credited for cash dividends, stock dividends, and stock splits. Corporate
actions (e.g., mergers, acquisitions, tender offers, or reverse splits) may result in the
liquidation of fractional positions without prior notice and at prevailing market prices.

Fractional shares are not transferrable. If you initiate an account transfer (ACAT), any
fractional positions will generally be liquidated and credited to your account in cash prior
to the transfer. You will not have voting rights for the fraction of a share owned. You may,
however, be entitled to vote if your total fractional holdings in a particular security sum to
one or more whole shares, though the process and timing for such voting may be
different from that of whole-share positions. If you close your account or transfer your
account to another firm, the fractional share will need to be liquidated, resulting in
potential commission charges which may match the value of the fractional share if less
than our minimum commission.

Fractional share orders may not be routed to an exchange in the same manner as
whole-share orders and may be executed by us, our clearing firm, or a third-party market
maker. As a result, you may receive an execution price that differs from the National
Best Bid and Offer (NBBO) for a full share. Fractional shares are generally not eligible
for share certificates and cannot be used to meet margin requirements, serve as
collateral, or be lent out. You are still considered the beneficial owner of your fractional
shares for tax and cost-basis reporting purposes. By participating in fractional share
trading, you acknowledge and accept these terms and conditions.

ETF Disclosure

Investors should consider the investment objectives, risks, and charges and expenses of an Exchange Traded Fund ("ETF") carefully before investing. Before investing in any ETF, you should consider its investment objective, risks, charges and expenses. Submit a support ticket at https://support.uphold.com/hc/en-us for a prospectus containing this information. Read it carefully. 

ETFs are subject to market fluctuation and the risks of their underlying investments. ETFs are subject to management fees and other expenses. ETF shares are bought and sold at market price, which may be higher or lower than their NAV, and are not individually redeemed from the fund. Investment returns will fluctuate and are subject to market volatility, so that an investor's shares, when redeemed or sold, may be worth more or less than their original cost. ETFs are subject to risks similar to those of stocks. Some specialized exchange-traded funds can be subject to additional market risks. Leveraged and inverse exchange-traded products are not designed for buy-and-hold investors or investors who do not intend to manage their investment on a daily basis. These products are for sophisticated investors who understand their risks (including the effect of daily compounding of leveraged investment results), and who intend to actively monitor and manage their investments on a daily basis. Exchange-Traded Notes (“ETNs”) are complex products subject to significant risks and may not be suitable for all investors. ETNs are unsecured, unsubordinated debt obligations of the company that issues them and have no principal protection. Although an ETN's performance is contractually tied to the market index it is designed to track, ETNs do not hold any assets. Therefore, unlike investors in ETFs, which hold assets that could be liquidated in the event of a failure of the ETF issuer, ETN investors would only have an unsecured claim for payment against the ETN issuer in the event of issuer's failure. Before investing, carefully consider the creditworthiness of the ETN issuer and the ETNs investment objectives, risks, fees and charges. 

FINRA and SEC Alerts 

Investor Bulletin: Exchange-Traded Funds (ETFs) 

Leveraged and Inverse ETFs: Specialized Products with Extra Risks for Buy-and-Hold Investors