Caris & Company Disclosures

Legal Disclaimer

Depending on the investment objectives and financial information specific to your situation, the investments discussed or recommended on this website may or may not be suitable for you. It is your responsibility to consider any investment decision carefully. The information contained on this website should not be construed as advice designed to meet the particular needs of any investor. Past performance is not necessarily indicative of future performance, and does not guarantee future results. The price and/or value of any security noted directly or indirectly on this website may fluctuate adversely to your interests, and/or those of other investors. Caris & Company accepts no liability whatsoever for loss or damage of any sort arising out of use of all or part of any information on this website.

Information on this website is based on data obtained from sources considered to be reliable. Caris & Company makes every effort to use reliable, comprehensive information, however, we make no representation that it is accurate or complete and it should not be relied upon as such. Any opinions expressed herein are subject to change and Caris & Company disclaims any obligation to advise you of any such change.

The information provided on this website is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to any laws or regulations, or which would subject Caris & Company to any registration requirements within such jurisdiction or country. Nothing contained in this website should be construed as a solicitation or offer by Caris & Company to buy or sell any securities, options, or other financial instruments or provide any investment advice or service in any jurisdiction where such solicitation, offer, purchase, or sale would be unlawful under the laws of such jurisdiction.

Instant Message Disclaimer

This message is intended only for the addressee. Please notify the sender by instant message if you are not the intended recipient. If you are not the intended recipient, you may not copy, disclose, or distribute this message or its contents to any other person and any such actions may be unlawful.

Please be advised that Caris & Company is willing to use instant messenger ("IM") communication with you and your firm only as an accommodation to your business. If you choose to use IM to communicate with our representative, you are agreeing to the following terms and conditions:

1. Use of IM involves certain risks, including but not necessarily limited to those referred to below. By using IM to communicate with our representative, you are agreeing to assume all such risks.

2. Even though our representative has IM open and/or our representative has communicated with you through IM recently, our representative may not (and we assume no obligation to) timely see, process, act on or respond to any message from you through IM.

3. We are responsible for honoring any order, trade, cancellation, instruction or other time sensitive communication only if, as and when we confirm back to you that we have received and are processing the same.

4. Your orders, cancellations and other instructions must be sent in a manner and within time-frames that would allow us to timely process the same, including, without limitation, reasonably prior to the end of trading hours of the relevant market. Failure to do so may make it impossible for us to process your orders and act on your instructions.

5. You assume full responsibility for your trading activity and communications, including, but not limited to, compliance with all applicable laws, rules and regulations and exchange or market requirements and practices.

6. You will provide us with all terms and conditions relevant to all orders, designate any short sales communicated as such and locate your borrow of shares prior to placing any short sale orders with us, all in accordance with all Applicable Laws.

7. We will retain all messages sent to or from this IM address as required by regulation. We reserve the right to monitor and review such messages. Such monitoring may be random, periodic or continuous. Further, Caris & Company reserves the right to restrict, prohibit or block use of Instant Messenger communications on an individual or firm-wide basis without prior notice.

8. IM may not be secure. We assume no responsibility for assuring that any IM message has not been viewed, altered or forged by a third party without our knowledge.

Potential Conflicts

Caris & Company may from time to time perform, or seek to perform, investment banking services for any company mentioned on this website, and may hold long or short positions in, make a market in, have options on, or transact in, the securities of any such company. As a broker-dealer, Caris & Company may act as principal for its own account or as agent for its customers in any sale to you, or purchase by you, of a security that is mentioned on this website, thus may have a conflict of interest if it receives a mark-up or commission, or acts as an agent for another person in connection with any such transaction.

USA Patriot Act

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT OR ESTABLISHING A CUSTOMER RELATIONSHIP

To help the federal government fight the funding of terrorism and money laundering activities, Federal law requires that Caris & Company obtain, verify, and record information that identifies each individual or institution that opens an account or establishes a customer relationship with us.

This means that if you enter into a new customer relationship with Caris & Company, we will ask you for your name, address, date of birth (if applicable) and other identification information. This information will be used to verify your identity. If necessary, and as required, Caris & Company may ask for additional documentation or information. If required information is not provided, Caris & Company may not be able to open your account, or establish a relationship with you.

Margin Disclosure Statement

Caris & Company is furnishing this document to you to provide some basic facts about purchasing securities on margin, and to alert you to the risks involved with trading securities in a margin account. Before trading stocks in a margin account, you should carefully review the margin agreement provided by our clearing firm. Consult us regarding any questions or concerns you may have with your margin account(s).

When you purchase securities, you may pay for the securities in full or you may borrow part of the purchase price from your brokerage/clearing firm. The securities purchased are the firm's collateral for the loan to you. If the securities in your account decline in value, so does the value of the collateral supporting your loan, and, as a result, the firm can take action, such as issue a margin call and/or sell securities or other assets in any account(s) held with the member, in order to maintain the required equity in the declining account.

It is important that you fully understand the risks involved in trading securities on margin. These risks include the following:

You can lose more funds than you deposit in the margin account. A decline in the value of securities that are purchased on margin may require you to provide additional funds to the firm that has made the loan to avoid the forced sale of those securities or other securities or assets in your account(s).

The firm can force the sale of securities or other assets in your account(s). If the equity in your account falls below the maintenance margin requirements or the firm's higher "house" requirements, the firm can sell the securities or other assets in any of your accounts held at the firm to cover the margin deficiency. You also will be responsible for any shortfall in the account after such sale.

The firm can sell your securities or other assets without contacting you. Some investors mistakenly believe that a firm must contact them for a margin call to be valid, and that the firm cannot liquidate securities or other assets in their accounts to meet the call unless the firm has contacted them first. This is not the case. Most firms will attempt to notify their customers of margin calls, but they are not required to do so. However, even if a firm has contacted a customer and provided a specific date by which the customer can meet a margin call, the firm can still take necessary steps to protect its financial interests, including immediately selling the securities without notice to the customer.

You are not entitled to choose which securities or other assets in your account(s) are liquidated or sold to meet a margin call. Because the securities are collateral for the margin loan, the firm has the right to decide which security to sell in order to protect its interests.

The firm can increase its "house" maintenance requirements at any time and is not required to provide you advance written notice. These changes in firm policy often take effect immediately and may result in the issuance of a maintenance margin call. Your failure to satisfy the call may cause the member to liquidate or sell securities in your account(s).

Your are not entitled to an extension of time on a margin call. While an extension of time to meet margin requirements may be available to customers under certain conditions, a customer does not have a right to the extension.

Day Trading Risk Disclosure

You should consider the following points before engaging in a day-trading strategy. For purposes 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 will in no way guarantee 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 in day trading. Day trading can also 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 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 day-trading strategy also may lead to extraordinary losses, because you may have to purchase 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 Advisor Act of 1940 or as a "Broker" of "Dealer" under the Securities Exchange Act of 1934. Such activities may also trigger state registration requirements.

SEC Order Execution and Routing Disclosures

Order Routing - Caris & Company is subject to U.S. Securities and Exchange Commission Rule 606, which requires all brokerage firms to make publicly available quarterly reports on its order routing practices. This report provides information on the routing of "non-directed orders" - any order that the customer has not specifically instructed us to route to a particular venue for execution. For these non-directed orders, Caris & Company has selected the execution venue on behalf of its customers. Caris & Company's quarterly reports compiling routing statistics for the most recent quarter and for previous quarters can be reviewed by clicking following link: CRIS Quarterly Order Routing Report, and opening the Caris & Company folder.

CRIS receives a fraction of a penny rebate per share from The Island, Instinet, and BRUT ECN's for stock orders that provide liquidity to the market. CRIS maintains no additional relationships with any particular venue to which it routes its customers' orders.

Order Execution - Caris & Company is also subject to U.S. Securities and Exchange Commission Rule 605, which requires all brokerage firms to make publicly available monthly reports containing uniform statistical measures of order execution quality for all "covered orders", as defined in the Rule. In the event any "covered orders" are handled by Caris & Company, a monthly report will be generated. Caris & Company's monthly reports compiling execution quality for the most recent month and for previous months can be reviewed by clicking following link: CRIS Monthly Order Execution Quality Report, and opening the Caris & Company folder.

Privacy Statement - Caris & Company respects your privacy and is committed to protecting any information you might provide to us through this Web site. We do not sell or distribute user information to third parties. Any user information gathered will be distributed solely within Caris & Company in order to serve your needs and respond to your information requests. Caris & Company uses the following guidelines in protecting your privacy:

1. Gathering of User Information. Information about our Web visitors may be collected indirectly through our access logs. When portions of our website are accessed, your browser's domain name and Internet address may automatically be collected and placed in our access logs. This information is used to learn about which pages and information visitors access and how often. We also may collect user information which you voluntarily submit to us. When we collect this type of information, we intend to use the information to determine how we can meet your needs and respond to your requests. It is completely up to you whether or not you want to provide this information.

2. Use of Cookies. The Caris & Company website only minimally uses cookies to assign a "User I.D." Cookies are small files of information, which save specific information about your visit. The cookies we use identify you merely as a number and are used only to assist in producing overall site visitor statistics. Cookies, by themselves, cannot be used to find out the identity of any user. Unless you specifically tell us who you are by completing a contact form, we will never know who you are even though we assign you a cookie. If you are uncomfortable regarding the use of cookies, you can disable them on your computer by changing the settings in preferences or options menu in your browser.

3. Disclosure of User Information. Caris & Company will not sell or distribute user information to third parties. If you have voluntarily submitted user information to us through an email or contact form, Caris & Company maintains your security by ensuring the information is only distributed within Caris & Company. This enables us to respond to your request about a product or service. If you subscribe to an email list, you will be given instructions on how to remove yourself from that list.

3. External Links. The Caris & Company website may provide links to other third party websites. Even if the third party is affiliated with Caris & Company through a business partnership or otherwise, Caris & Company is not responsible for the privacy policies or practices or the content of such external links. These links are provided to you for convenience purposes only, and you access them at your own risk.

If you have any questions now or during your visit about our Privacy Statement, please send an email to info@cariscompany.com.

Business Continuity Plan

Caris & Company 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 is 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 800-704-0300, you should go to our web site at www.cariscompany.com. If you cannot access us through either of those means, you should contact our clearing firm, Pershing LLC, at 888-367-2563 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 for your customers.

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 back up 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, Pershing LLC, 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 as soon as it is possible. Pershing's contingency plan has an alternative site available to take orders 48 hours after significant business disruption. 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 1 hour. In a disruption affecting our business district, city, or region, we will transfer our operations to a site outside of the affected area, and expect to recover and resume business within 48 hours. In either situation, we plan to continue in business, transfer operations to our clearing firm if necessary, and notify you through our web site www.cariscompany.com or our customer emergency number, 858-704-0300. If the significant business disruption is so severe that it prevents us from remaining in business, we will work with our clearing firm to provide our customer's prompt access to their funds and securities.

For more information If you have questions about our business continuity planning, you can contact us at 858-704-0300 or by email at info@cariscompany.com.