Rule 17a-4 Compliance Letter

Rule 17a-4 Compliance Letter

This Rule 17a-4 Compliance Letter (the "Letter") is made as of Date: by and between Firm Name: (CRD No.: ) with principal place of business at , and Recordkeeper Name: with principal place of business at .

Recitals

WHEREAS, Firm Name: is required by Rule 17a-4 under the Securities Exchange Act of 1934 to create, maintain and preserve certain books and records for specified periods and to produce such records upon regulatory request; and

WHEREAS, Recordkeeper Name: provides electronic and/or physical recordkeeping services and has implemented procedures and systems for storage, preservation, retrieval and production of records; and

WHEREAS, the parties desire to set forth the representations and procedures under which the Recordkeeper will maintain and produce Firm's records in a manner intended to comply with Rule 17a-4.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Records Covered

The Recordkeeper shall preserve and maintain copies of all original records and documents generated by or on behalf of the Firm that are required to be retained under Rule 17a-4. Records covered by this Letter include, without limitation, trade blotters; account records; confirmations; order tickets; general ledgers; customer statements; electronic communications; and any other books and records described in the Firm's retention schedule. Describe specific records subject to this Letter:

2. Retention Periods

The Recordkeeper represents that the retention periods applied to the Records meet or exceed those required by Rule 17a-4. Selected retention periods for the Records are indicated below. The Recordkeeper shall not dispose of any Record subject to regulatory retention without the Firm's prior written authorization.

3. Media, Format and WORM/Immutability

The Recordkeeper shall retain Records in a non-rewriteable, non-erasable format or otherwise maintain controls to ensure immutability for the retention period. The Recordkeeper's storage media and formats are identified below.

4. Description of Recordkeeping System and Locations

The Recordkeeper certifies that the systems, procedures and locations used to store the Records are documented and available for inspection by the Firm and regulatory authorities. Primary electronic system vendor: .

5. Access, Retrieval and Production

The Recordkeeper will provide the Firm and authorized regulators with timely access to, and the ability to retrieve and produce, Records in a reasonably usable and legible format. Standard production timeframe following a written request: .

6. Backup and Disaster Recovery

The Recordkeeper maintains backup procedures and disaster recovery arrangements that ensure preservation of Records for the retention period. Backup frequency: .

7. Audit Trail and Verification

The Recordkeeper shall maintain metadata and audit trails sufficient to authenticate the creation, modification and retrieval of Records and to enable reconstruction of material business events. Describe authentication, audit log retention and verification procedures:

8. Notification of Change

The Recordkeeper shall notify the Firm in writing at least prior to making any material change to storage media, retention policies, system architecture, disaster recovery arrangements or other procedures that could affect the Firm's ability to comply with Rule 17a-4.

9. Representations and Warranties

The Recordkeeper represents and warrants that (a) it will maintain Records for the applicable retention periods; (b) Records will be retained in a manner intended to prevent alteration or deletion during the retention period; (c) copies of Records can be produced in legible and readily usable form; and (d) it shall cooperate with the Firm and regulators in connection with examinations and requests for production.

10. Indemnification and Limitation

The Recordkeeper shall indemnify, defend and hold harmless the Firm from any liabilities arising from the Recordkeeper's breach of its representations and obligations under this Letter, except to the extent such liabilities result from the Firm's willful misconduct or negligence. The Recordkeeper's liability shall be subject to any limitations or caps set forth in a separate services agreement between the parties, except that such limitations shall not apply to willful misconduct.

11. Notices

All notices required or permitted under this Letter shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

12. Amendments; Waiver; Counterparts

This Letter may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver. This Letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

13. Governing Law; Entire Agreement; Severability

This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. This Letter constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings and agreements. If any provision of this Letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgement and Certification

The undersigned representatives hereby certify, on behalf of their respective organizations, that they are duly authorized to execute this Letter and that the information and representations contained herein are true, correct and complete to the best of their knowledge and belief as of the date of signature.

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