General Account Agreement and Disclosure Document To help the government fight the funding of terrorism and money-laundering activities, U.S. Federal law requires financial institutions to obtain, verify,andrecordinformationthatidentifieseachperson(individualsandbusinesses)whoopensanaccount. Whatthismeansforyou: When youopenanaccount,wewillaskforyourname,address,dateofbirthandotherinformationthatwillallowustoidentifyyou. Wemayalsoaskfor your driver’s license or other identifying documents. Wells Fargo Advisors is the trade name used by two separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company providingcertainretailsecuritiesbrokerageservices:WellsFargoAdvisors,LLC,memberSIPC,andWellsFargoAdvisorsFinancialNetwork,LLC, member SIPC. Accounts for both firms are carried by First Clearing, LLC, member SIPC and a separate non-bank affiliate of Wells Fargo & Company. WellsTrade is available through Wells Fargo Advisors, LLC. Investment and Insurance Products: Not Insured by FDIC or any Federal Government Agency May Lose Value Not a Deposit of or Guaranteed by a Bank or Any Bank Affiliate Wells Fargo Advisors, LLC is a registered broker-dealer and separate non-bank affiliate of Wells Fargo & Company 589852 (Rev 05 - 02/13) Client Agreement I. GENERALACCOUNTTERMS “BusinessDay”meansMondaythrough pursuant to a clearing agreement with us. We ANDCONDITIONS Friday, excluding New York Stock do not act as FCC’s agent, and you will in no Exchangeholidays.“BankBusiness way hold us, any of our Affiliates, or any 1. INTRODUCTION Day”meansMondaythroughFriday, officer, director, or agent of ours liable for any excluding Federal holidays. trading losses or other losses you incur. Until The terms and conditions of this WellsTrade we receive a written notice from you to the Client Agreement (“Agreement”) will control “CashSweepVehicle”referstothe contrary, FCC may accept from us any the brokerage account you are opening with automatic deposit of uninvested funds in instructions concerning your Account, without Wells Fargo Advisors, LLC (“WFA”) and any an Account into either the Bank Deposit inquiry or investigation, including orders to other brokerage account you open with us in Sweep or an available money market purchase or sell Securities and/or Other the future. Each WellsTrade Account you mutual fund or such other sweep Property on margin. Typically, we will send open is a cash account, unless you request arrangements made available to you. you notices concerning margin requirements and are also approved for a margin account. and/or other matters related to your Account. “SettlementChoice”collectivelyrefers However, if market conditions or time WFA will act as your introducing broker and to the Cash Sweep Vehicle, any free constraints require, or if FCC, in its sole First Clearing, LLC (“FCC”) will act as the credit balance or a linked bank deposit discretion, determines it is appropriate, FCC broker that will carry the Account and extend account. may send notice directly to you with or credit on any margin purchases. References without duplicate notice to us. For more to WFA shall be deemed to include FCC and “ShortSale”or“SellingShort”means information regarding the clearing agreement other agents with respect to services selling a security that you do not own. with FCC, please see the Disclosure of provided by such agents. Clearing Agreement in the Account “SellShortagainsttheBox”means Disclosures. In consideration of WFA and FCC accepting you own the security sold but borrow and FCC carrying your Account, you agree to equivalent stock with which to make 3. INFORMATIONDISCLOSURE& the terms and conditions of this Agreement. delivery of the sale. CREDIT INVESTIGATIONS This Agreement includes the Signature Page(s), these terms and conditions and 2. OWNERSHIP,AUTHORITY&AGENCY You acknowledge that you have received a applicable disclosure documents related to copy of the Wells Fargo Privacy Policy your Account (“Account Disclosures”), By signing this Agreement, you certify that (“Privacy Policy”) brochure which describes together with any additions, amendments or information you have provided to us is Wells Fargo’s general policies regarding the supplements to such documents. There may accurate and complete. You also certify that use and sharing of information and the be additional terms, account disclosures or (a) you are of legal age to enter into contracts personal information provided to us in agreements, such as the Wells Fargo Online in the state where you live; (b) no one has connection with the opening of an Account. Access Agreement, which may be applicable any interest in the Account unless such We may use and share information about to a particular feature, program, account or interest is shown in the title of the Account; you, and you may “opt out” of certain types of service related to your Account. (c) you are not employed by a broker-dealer information sharing, in accordance with those or other employer whose consent is required policies. You authorize us to obtain consumer By signing the Signature Page(s), you agree to open and maintain this Account by credit and other reports from any consumer to this Agreement and any additional terms, regulation or otherwise, unless such consent reporting agency to obtain information agreements or Account Disclosures we may has been provided to us; (d) you are not a necessary to open your Account or for any provide you, which are incorporated into this director, 10% beneficial owner, policy making other purpose for so long as your Account is Agreement by reference. officer, or otherwise an “affiliate” (as defined open or any amount is owed to us. Even if in Rule 144 under the Securities Act of 1933) you opt out of information sharing with third DEFINITIONS of a publicly traded company, unless you parties for marketing purposes as described have so indicated to us, and (e) you are not in the Privacy Policy brochure, and unless “You”,“Yours”,“theUndersigned” insolvent. You will immediately notify us in you separately object in writing, we may andthe“Accountholder”refertothe writing of any changes to these release your name, address and security person(s) who sign the Signature representations. positions to the companies that issued such Page(s) and enter into this Agreement securities if requested by those companies. with WFA. You appoint WFA as your agent for the purpose of carrying out your instructions, We are required to make a reasonable “We”,“Our”,“Ours”and“Us”referto including those relating to the purchase or determination and verification of your WFA or FCC, together with their sale of securities. You assume all investment Account profile. Until such verification is Affiliates."Affiliate(s)"meansanyentity risk with respect to such transactions. All complete, we may not be able to service and that is controlled by, controls or is under transactions will be executed only on your maintain your Account. By signing this common control with WFA. Each Affiliate order or the order of your authorized Agreement, you consent to our obtaining is a separate legal entity, none of which representative(s), except as provided by this background and/or credit reports necessary is responsible for the obligations of the Agreement or otherwise agreed to. As your to comply with any federal or state statutes or other. agent, we are authorized to establish industry regulations. We may request relationships with clearing brokers and to credit-reporting agencies for consumer “Agreement”referstothisAgreement, appoint and use sub-agents. You authorize us reports of your credit history. Upon request, together with any supplemental and our sub- agents to, among other things, we will inform you whether we have obtained agreements. open or close brokerage accounts; establish a any credit reports and, if we have, we will sweep bank deposit account for you or open inform you of the name and address of the "Account"meanscollectivelyor bank accounts in your name for the credit-reporting agency. If you fail to fulfill the individually any brokerage account you Command Asset Program and the Command terms of your credit obligations, we may have with us, including any and all funds, Asset Program for Business; maintain submit a negative credit report to a money, Securities and/or Other customer records; hold securities in bearer, credit-reporting agency. Under the Fair Credit Property that you have with WFA registered or book entry form; place and Reporting Act (the Federal law embodied in pursuant to this Agreement at any time. withdraw orders, and take other reasonable 15 U.S.C. § 1681 et seq.), you have the right steps in connection with our duties. We may, to notify us if you believe we have reported "Securitiesand/orOtherProperty” in our sole discretion and without prior notice inaccurate information about you or your means, but is not limited to, money, to you, refuse or restrict your orders. You Account to any consumer-reporting agency. securities, financial instruments and understand that banks and other companies Send your notice in writing to First Clearing commodities of every kind and nature affiliated with us may be investment advisors Client Services, One North Jefferson Ave., and related contracts and options, or lenders to issuers whose securities we St. Louis, MO 63103. Include your complete distributions, proceeds, products and broker. name, current address, social security accessions of all property. number, telephone number, account number, FCC carries your Account as clearing broker type of account, specific item or dispute, and 589852 (Rev 05 - 02/13) Page 1 of 37 the reason why you believe the information • and binding; a Party’s ability to recommendations in connection with your reported is in error. reverse or modify an arbitration award WellsTrade Account, nor do we give advice is very limited. or offer any opinion with respect to the 4. COMMUNICATIONS,RECORDING& • The ability of the Parties to obtain suitability, profitability or appropriateness for MONITORING, STATEMENTS & documents, witness statements and you of any security, investment, financial CONFIRMATIONS other discovery is generally more product or investment strategy. You limited in arbitration than in court understand and acknowledge that you are We will send communications to the mailing proceedings. responsible for determining whether a address we have on file for you, or to another • The arbitrators do not have to explain security transaction or strategy is suitable for address you may give us. We may also the reason(s) for their award unless, in you. All transactions will be done only on your provide certain notices and other an eligible case, a joint request for an order or the order of your authorized communications to you orally. You consent to explained decision has been delegate, except as otherwise provided in this our recording your telephone calls with us submitted by all parties to the panel at Agreement. and monitoring your electronic least 20 days prior to the first communications with us without further scheduled hearing date. 7. PURCHASESANDSALES notice. All communications we provide to you • The panel of arbitrators typically will by mail, electronically or otherwise shall be include a minority of arbitrators who We may execute orders to purchase or sell deemed personally delivered to you, whether were or are affiliated with the Securities and/or Other Property on any you actually receive the communication or securities industry. exchange or market we select. You are not. • The rules of some arbitration forums responsible for keeping yourself informed, may impose time limits for bringing a and we are under no obligation to keep you We will provide you with an Account claim in arbitration. In some cases, a informed of developments in the markets statement quarterly or monthly in the months claim that is ineligible for arbitration concerning your Account. You acknowledge in which activity occurs in your Account. You may be brought in court. that Securities and/or Other Property held in may elect to receive the monthly/quarterly • The rules of the arbitration forum in your Account may carry with them valuable statements for all your Accounts with a which the claim is filed, and any rights that may expire unless you take action. common mailing address together in a single amendments thereto, shall be You will be solely responsible for knowing the mailing. incorporated into this Agreement. rights, terms, and deadlines for taking action with respect to Securities and/or Other We will not send separate confirmations for No person shall bring a putative or Property in your Account, and for taking the following transactions: (i) dividends or certified class action to arbitration, nor action to realize the value of such Securities distributions which are credited or reinvested, seek to enforce any pre-dispute arbitration and/or Other Property. We have no obligation or transactions effected pursuant to a agreement against any person who has to notify you of the nature of such rights and dividend reinvestment plan (“DRP”), (ii) initiated in court a putative class action; or terms, or of impending deadlines, expiration shares of money market mutual funds which who is a member of a putative class who or redemption dates affecting such Securities are purchased or redeemed, or as part of the has not opted out of the class with respect and/or Other Property. Cash Sweep Program, or (iii) transactions to any claims encompassed by the effected pursuant to a periodic plan or putative class action until: The standard cut-off time for mutual fund automatic investment or withdrawal plan. i) theclasscertificationisdenied;or orders is 4:00 p.m. Eastern time. The market Your Account statements will reflect these ii) theclassisdecertified;or may close earlier on holidays or for transactions. iii) theclientisexcludedfromtheclass unforeseen circumstances. You understand bythecourt. that mutual fund purchase orders that we It is your responsibility to review all receive and that are entered into our systems statements and confirmations delivered to Such forbearance to enforce an agreement before the cut-off time will be priced as of that you. Statements and confirmations shall be to arbitrate shall not constitute a waiver of Business Day. Orders we receive after the considered accurate unless you notify us in any rights under this Agreement except to cut-off time will receive pricing calculated on writing no later than ten (10) calendar days the extent stated herein. the next Business Day. after receipt of statements or confirmations, that the information is inaccurate. Inquiries It is agreed that all controversies or We may, at our sole discretion and without concerning the balance and positions in your disputes which may arise between you prior notice to you, prohibit or restrict your Account should be directed to First Clearing and WFA, including controversies or ability to trade or substitute Securities and/or Client Services, One North Jefferson Ave., disputes with WFA’s clearing agent Other Property in your Account. We cannot St. Louis, MO 63103. All other inquiries and (collectively, “us”), concerning any guarantee requests to cancel or modify an notices of inaccuracies concerning your transaction or the construction, order. We may receive late and/or erroneous Account and its activities should be directed performance or breach of this Agreement trade reports from the marketplace where in writing to the address listed on your or any other agreement between us, your order is executed, which may result in statement. Failure to notify us shall prevent whether entered into prior to, on, or an adjustment to your order or the you from later asserting that such subsequent to the date of this Agreement, information on a trade execution reported to transactions were unauthorized. including any controversy concerning you. whether an issue is arbitrable, shall be You agree to notify us promptly in writing of determined by arbitration conducted We shall not be liable in connection with any change in your name, address, before, and only before, an arbitration entering, executing, handling, selling or employment or designation of Settlement panel set up by the Financial Industry purchasing securities or orders for your Choice. Regulatory Authority (“FINRA”) in Account except for gross negligence or willful accordance with its arbitration misconduct on our part. 5. PRE-DISPUTEARBITRATION procedures. Any of us may initiate AGREEMENT arbitration by filing a written claim with the 8. CASHSWEEPPROGRAM& FINRA. Any arbitration under this SETTLEMENT This Agreement contains a pre-dispute Agreement will be conducted pursuant to arbitration clause. By signing an the Federal Arbitration Act and the Laws Under the Wells Fargo Cash Sweep Program arbitration agreement, the Parties agree of the State of New York. The state or (“Sweep Program”), uninvested cash as follows. “Party” or “Parties” means federal statute of limitations, statute of balances - for which no interest is otherwise you and WFA, together with their repose, non claim statute or any other earned or paid - in your Account are Affiliates, collectively: time bar that would be applicable to any automatically swept into interest-bearing claim filed in a court of competent deposit accounts (“Bank Deposit Sweep”) or, • All of the Parties to this Agreement are jurisdiction shall be applicable to any if available, money market mutual funds or giving up the right to sue each other in claim filed in arbitration. such other sweep arrangements made court, including the right to a trial by available to you (collectively “Cash Sweep jury, except as provided by the rules 6. NOINVESTMENTADVICE Vehicles”), until these balances are invested of the arbitration forum in which the by you or otherwise needed to satisfy claim is filed. You understand and acknowledge that neither obligations arising in connection with your • Arbitration awards are generally final we nor our affiliates provide any investment Account. Eligibility for each available Cash 589852 (Rev 05 - 02/13) Page 2 of 37 Sweep Vehicle is determined by account type purchase order without sufficient funds or a default by you under this Agreement, we and can be obtained by contacting us. For sell order without the Securities and/or Other maintain all of the rights and remedies standard brokerage accounts, the Bank Property being in good deliverable form in available to a secured creditor under all Deposit Account serves as the Cash Sweep your Account, with the understanding that you applicable laws, in addition to the rights and Vehicle for eligible clients. For ineligible will promptly submit payment or the Securities remedies provided in this Agreement. You accounts and clients, uninvested cash and/or Other Property to us. Any order, agree to indemnify and hold us and our balances will be placed in an available accepted and/or executed without sufficient Affiliates harmless from and against any money market mutual fund. Available money funds, Securities and/or Other Property in the losses or expenses incurred in connection market mutual funds include those for which Account will be subject, at our sole discretion with such enforcement or any other remedies an affiliate of WFA provides investment and without prior notice to you, to cancellation available to us, including reasonable costs of management and other services. The Cash or liquidation for purchases or buy-in for collection. Sweep Program is described more fully in the sales. We may, at our discretion and without Cash Sweep Program Disclosure Statement, prior demand or notice to you, refuse to While we reserve the right to use, transfer or which you will receive under separate cover execute an order; or cancel, close, or liquidate liquidate your Securities and/or Other after your Account is opened. You should at your risk any transaction, if settlement Property without demand or prior notice, if read this carefully. funds are not available or securities are not demand is made upon you, you agree to delivered. You will be responsible for all costs, satisfy any indebtedness, and pay any debit The Cash Sweep Vehicle will be used in commissions, and losses resulting from such balance in any Account held by us or any of connection with settlement of transactions in actions including interest and costs of our Affiliates in which you have an interest. A your Account, unless you select (if available) collection, and, without limit, reasonable finance charge (as set forth in the Credit not to have a Cash Sweep Vehicle and attorney’s fees. We may require an equity Terms and Conditions herein) may be instead select free credit balance or link your deposit or full payment before we accept an charged on any debit balance in your Account to a bank deposit account order. No Account may be closed before we Account, together with any increases in rates (collectively the Cash Sweep Vehicle, free have received all Securities and/or Other caused by money market conditions, and with credit balance or a linked bank account are Property for which the Account is short and all such other charges as we may impose to referred to herein as the “Settlement Choice”) your outstanding debts that you owe us for cover our extra services. to be used in connection with settlement of any reason. transactions in your Account. WFA may, at its You further agree that if you; (i) default on discretion, change or replace the available If we hold securities for your Account in street any of your obligations under this Agreement; Settlement Choice. Except as provided name or bearer form bonds or preferred stock (ii) become bankrupt, insolvent or subject to a elsewhere in this Agreement, WFA will give that are callable in part, you agree to similar condition or subject to any bankruptcy, you advance notice of any such change in a participate in an impartial lottery allocation of reorganization, insolvency or other similar Settlement Choice. You authorize and direct the called securities, according to the rules of proceeding; or (iii) we, at our sole discretion, us to invest or deposit free credit balances, the applicable exchange. deem it advisable for our protection, we may, including dividends, interest or other cash we at anytime and without prior notice to you: (a) receive for your Account, in your Settlement 9. SECURITYINTEREST, cancel, terminate, accelerate, liquidate and/or Choice within a reasonable time after receipt. INDEBTEDNESS, & LIQUIDATION close out any or all agreements or Proceeds from the sale of securities will be transactions between us and you or invested or deposited in your Settlement Except for ERISA (Employee Retirement otherwise relating to the Account and Choice following settlement, provided that the Income Security Act of 1974, as amended) calculate damages in a manner we deem securities sold have been received in good and IRA Accounts, the Securities and/or appropriate; (b) pledge, transfer or sell any deliverable form prior to the settlement date. Other Property that we or our Affiliates assets in the Account or any other account in Unless you instruct us otherwise, we will hold currently hold, hold in the future, carry or which you have an interest (whether such non-cash proceeds in your Account. Credit maintain for you shall be subject to a lien, a account is held with us or our Affiliates), balances that are needed to settle a continuing and perfected security interest and either individually or jointly with others; or (c) transaction or that are collateral for your a right of set-off for the discharge of any and take any other action as we, in our sole obligations, such as a cash balance resulting all indebtedness or any other obligation you discretion, deem appropriate with respect to from a short sale, will remain in your Account may have to us, and are to be held by us as any of the foregoing and apply the proceeds and will not be deposited or invested in your security for the payment of any liability or to the discharge of such obligation. Settlement Choice. indebtedness of yours to us in any of your Accounts held by us or any of our Affiliates. In pursuing the remedies available to us, we You also authorize and direct us to We shall not have a lien, security interest or may, without limiting our rights under this automatically withdraw cash, redeem money right of set-off in any Securities and/or Other section, offset amounts you owe us against market mutual fund shares or sell securities Property that are pledged to third parties as any amounts that we owe you. You will maintained in your Settlement Choice or your collateral for any indebtedness other than remain liable for any deficiency. You will pay Account when needed to settle a securities fees, expenses and charges applicable to the reasonable costs and expenses of transaction or for any other purpose, such as such Account. However, WFA will maintain a collection of any debit balance and any to satisfy a debit balance, serve as collateral right to charge your Account for commissions, unpaid deficiency in any of your Accounts, for a margin loan, short sale or option account fees or other fees that are normal including, but not limited to, attorney fees position, or to satisfy any other obligation to and customary as part of this Agreement. incurred by us. us in connection with your Account. If we fail to invest or deposit free credit balances In connection with enforcing our lien, You authorize us and we have the right, at according to this Agreement, our liability will perfected security interest or right of set-off, our sole discretion, to require additional be limited to the actual amount of the we may, at any time and without giving you collateral at any time. If a petition in dividends or interest you would have earned prior notice, use, transfer or liquidate any or bankruptcy or appointment of a receiver is had the free credit balances been invested or all of your Securities and/or Other Property in filed by or against you, or if an attachment is deposited in the appropriate Settlement any of your Accounts held by us or any of our levied against any Account in which you have Choice. Affiliates in order to satisfy a debt or any other an interest, or in the event of your death, we obligation you may have to us in your have the right, at our sole discretion, to sell You will not purchase any security unless Accounts held by us or any of our Affiliates. any or all assets in your Account, whether there will be sufficient funds in your Such use, liquidation or transfer may occur carried individually or jointly with others, to Settlement Choice or Account by settlement without regard to whether we have made any buy any and/or all assets which may be short, date to make the required cash payment, advances in connection with such Securities to cancel any open orders and to close any or unless your Account has been approved for and/or Other Property and without regard to all outstanding contracts, all without demand margin privileges. You will not enter sell the number of Accounts you may have with for margin or additional margin, notice of sale orders (except orders which you designate as us. Included within our right of enforcement, or purchase or other notice or advertisement. a “short sale”) unless the security is presently we shall have the sole discretion to determine Any such sales or purchases may be made at in the Account and in good deliverable form which Securities and/or Other Property are to our discretion on any exchange or other or you will make good delivery of properly be sold or which contracts are to be closed market, or at public auction or private sale, endorsed securities by settlement date. without regard to any tax or other and we may be the purchaser(s) for our own consequences you may face as a result of account. It is understood that a prior demand, We may, at our sole discretion, accept a such actions. In the event of a breach or call, or prior notice of the time and place of 589852 (Rev 05 - 02/13) Page 3 of 37 such sale or purchase shall not be documents (including opinions of legal months preceding your request. considered a waiver of our right to sell or buy counsel, if requested) to obtain approval to without demand or notice as provided in this transfer and register these securities. There a. ConsenttouseofAffiliatedAlternative Agreement. After deducting all costs and may be delays in processing these securities, Trading System for IRA/ERISA Accounts expenses of the purchase, buy-in and/or sale and we will not be liable for any losses You consent to our using an alternative and deliveries, including, but not limited to caused directly or indirectly by any delays. trading system electronic communication commissions and transfer and stamp taxes, We may decline to accept an order for these network owned or operated by a we shall apply the residue of the proceeds to securities until the transfer and registration of broker-dealer affiliated with WFA ("Affiliated the payment of any and all of your liabilities such securities has been approved. ECN"). This Affiliated ECN will be included to us. You will remain liable for any among the venues for routing orders for deficiency. 12. NOTAXORLEGALADVICE execution on your behalf. As a result, transactions initiated by you may be routed to No course of dealing between you and us, We do not provide tax or legal advice with the following venues: (i) an Affiliated ECN; (ii) nor any delay on our part in exercising any of regard to any Account. You should consult affiliated and unaffiliated broker-dealers who our rights or remedies shall constitute a with your personal tax advisor before making may have an existing long or short position in waiver thereof, and any such right or remedy tax-related investment decisions. We do not the security as a market-maker (i.e., principal may be exercised as often as we may render legal advice, nor are we obligated to trades) (WFA is not compensated for routing determine. take any action with respect to legal to certain market makers); (iii) an alternative proceedings, including bankruptcy, that may trading system electronic communication 10. NOTFDICINSURED/SIPCACCOUNT arise regarding securities held or formerly network, or similar system owned or operated INSURANCE held in your Account, or the issuer of those by an entity that is not affiliated with WFA; securities. and (iv) a national securities exchange. In Securities and Other Property held in your routing orders WFA always seeks best price, Account are not deposit obligations, and are 13. FEES&CHARGES WFA may, at its discretion, modify its order not guaranteed by any bank affiliated with routing procedures at any time to better serve WFA. Such Securities and Other Property We may assess your Account with charges to customers, subject to notice to you. By (except brokered certificates of deposit and cover our services, or the termination of entering into this Agreement and by placing the Bank Deposit Sweep up to applicable services, including, but not limited to, annual subsequent transactions with WFA, you limits) are not insured by the FDIC and are account fees, operational fees, custodial fees, acknowledge and consent to the order routing subject to investment risks, including possible and transaction fees and commissions. You procedures and potential conflicts of interest loss of the principal amount invested. agree to pay the fees and charges specified in described above. In the event that you object the WellsTrade Account Commissions and to these procedures for your IRA or ERISA WFA is a member of the Securities Investor Fees Schedule (“Schedule”) which may be account, please contact your investment Protection Corporation (“SIPC”). SIPC amended at any time without notification to professional as soon as possible and we will protects client accounts against the loss of you. You may be charged an annual account be glad to assist you with either closing your their securities in the event of the member’s fee (as defined in the Schedule). You agree account with no additional costs to you or insolvency and liquidation by replacing that we may debit your Account for any fees routing your orders away from our affiliated missing securities and cash up to a maximum or charges that you incur, or any reasonable broker dealer and their trading systems. of $500,000 per client, including $250,000 for out-of-pocket expenses we may incur on your consistent with best execution of the claims for cash. SIPC does not protect you behalf. You agree to pay or reimburse us for transaction. WFA does not take into account against losses from changes in the market all applicable state and local excise taxes. revenue received by WFA and/or its affiliates values of your investments. For more Any profit or loss from foreign currency in routing transactions among the venues. information on SIPC coverage, please see exchange rated transactions will be charged the explanatory brochure available at or credited to your Account. You will 15. DIVIDENDREINVESTMENT www.sipc.org or contact SIPC at reimburse us for any actual expenses we 202-371-8300. incur to execute, cancel or amend any wire The Dividend Reinvestment Plan (“DRP”) transfer payment order, or perform any allows you to automatically reinvest any Above and beyond SIPC coverage, WFA related act at your request. We may charge dividends, capital gains and return-of-capital maintains additional insurance coverage any Account of yours for such costs and income distributions (“Eligible Monies”) paid through London Underwriters (led by Lloyd’s expenses without prior notice to you. on shares of “Eligible Securities” in additional of London Syndicate [“Lloyd’s”]). For clients shares of the same securities. Most domestic who have received the full SIPC payout limit, 14. EQUITYORDERROUTING& common stocks listed on the New York Stock our policy with Lloyd’s provides additional EXECUTION Exchange, Inc. (“NYSE”) and NASDAQ are coverage above the SIPC limits for your “eligible” for the DRP in accordance with our Account for any missing securities and cash You acknowledge and understand that the applicable policies. You may select the DRP in client brokerage accounts up to a firm securities which are traded in your Account options when you open your Account. We will aggregate limit of $1 billion (including up to may be traded in more than one marketplace. reinvest all Eligible Monies into whole and $1.9 million for cash per client). In other Consistent with the overriding principle of best fractional shares rounded to three decimal words, the aggregate amount of all client execution and subject to applicable regulatory places. losses covered under this policy are subject requirements, you agree that we may use our to a limit of $1 billion, with each client discretion in selecting the market in which to We can apply the DRP to all or some of the covered up to $1.9 million for cash. This enter your orders. Eligible Securities in your Account. If you account protection package does not cover elect to reinvest all Eligible Monies, the DRP losses resulting from declines in the market We route customer orders for service will also apply to all eligible future value of your investments. For more over-the-counter and listed equity securities to holdings. No further action is required on your information about Lloyd’s, please visit selected market makers for execution. We part. If you chose to reinvest only certain www.lloyds.com. consider a number of factors when securities in your Account, you will need to determining where to send customers’ orders, advise us at the phone number or address Since monies in the Bank Deposit Sweep are including execution speed and price, price listed on your Account statement whether or held at banks, they are NOT covered by improvement opportunities, the availability of not to reinvest each time you buy a new SIPC or Lloyd’s. They are instead covered by efficient and reliable order handling systems, Eligible Security or deposit one into your FDIC insurance. Please see the Cash Sweep the level of service provided and the cost of Account. Program Disclosure Statement for further executing orders. We regularly review information. transactions for quality of execution. You may change your reinvestment decisions by contacting us at the phone number or 11. CONTROLORRESTRICTED All orders are executed at prices equal to or address listed on your Account statement to SECURITIES better than the displayed national bid/offer add or delete a specific stock or change your price, up to the displayed size, at the time of standing account instructions. We must Prior to placing an order for securities subject execution. Upon request and without charge, receive any change at least two days before to Rule 144 or 145 of the Securities Act of we can provide you with a written report the posting date of any Eligible Monies. We 1933, you must identify the status of the disclosing the venues to which your individual will not issue written confirmation of changes. securities and furnish us with the necessary orders were routed for execution in the six 589852 (Rev 05 - 02/13) Page 4 of 37 We will determine reinvestment on the basis We will not be liable for any loss you incur in We are not responsible for determining the of your Account coding one Business Day connection with transfers from or to your purpose or propriety of any instruction we before Eligible Monies are credited to your Settlement Choice unless we are grossly receive from any Accountholder or for the Account. We reserve the right to suspend or negligent in fulfilling our responsibilities in disposition of payments or deliveries among delete an otherwise Eligible Security from regards to your automatic investment or joint Accountholders. Any notice we send to dividend reinvestment at any time, without withdrawal plan. In no event will we be liable one Accountholder will be deemed to be notice, in response to market conditions. for consequential, special or indirect damages notice to all Accountholders. You further Should you request registration of your whole or loss. We will undertake to make transfers authorize us to receive into the Account any shares or request their transfer to another according to your instructions, but we will not Securities and/or Other Property delivered to firm, any fractional shares will be sold. Voting be responsible for damages of any nature us by or for any Accountholder without privileges do not exist on fractional shares. resulting from delays, failures, omissions, or delineation as to actual ownership of the errors relating to such transfers. We may, at property. Each type of payment (dividends, return of our discretion, require periodic oral or written capital, long-term capital gain) will be reaffirmation of your instructions regarding At any time, we may, in our sole discretion, considered separately in determining transfers, and we may terminate this service require joint or collective action by all minimums subject to reinvestment. at any time. You will indemnify us, our Accountholders. You authorize us, in our sole officers, employees, agents, successors and discretion, to do any one or more of the We reserve the right to modify the terms of assigns against any and all claims or liabilities following: (i) select which instructions to the DRP, or to discontinue or suspend it (in by virtue of our acting on your automatic follow; (ii) suspend all activity in the Joint whole or in part) whenever conditions investments or withdrawal instructions. This Account, except upon further written warrant, with or without notice. If you are an indemnity is unlimited and shall be binding instructions signed by all of you or upon “affiliate” or “insider” of any issuer, you may upon your estate, successors and assigns. instructions of a court; (iii) close the Joint want to consult your personal legal advisor We shall have no liability for costs or Account and send any and all assets by before participating in the DRP with respect damages resulting from inaccuracy of ordinary mail to the address of record; or (iv) to that issue. information you provide to us, or from your file an interpleader action, in which event we failure to update any information you provide shall be entitled to recover all costs including 16. MUTUALFUNDSAUTOMATIC to us. reasonable attorneys‘ fees in an amount set INVESTMENT & WITHDRAWAL PLANS by the court. Filing an interpleader action, 17. ACCOUNTTYPES however, will not serve as a waiver of our If you instruct us, orally or in writing, to right to arbitration. If upon the death of one or establish an automatic investment or .WFA offers many different account types, more of the Accountholders, we cannot withdrawal plan in a mutual fund, you including individual and joint accounts, determine to our satisfaction the proper authorize us to purchase or redeem shares in individual retirement and other retirement distribution of property from a Joint Account, the mutual fund in the amount and at the time accounts, custodial, DVP, estate, trust and we may, at our sole discretion, freeze the period that you select. We will carry out your partnership accounts. Account types may be Account indefinitely pending a satisfactory instructions by initiating fixed debits or credits subject to certain restrictions and eligibility resolution or final decision of an arbitrator or periodically to your Settlement Choice. You requirements, and certain services are not court having jurisdiction over the matter. understand that in order to establish an available to all clients and account types. You automatic investment or withdrawal plan that are responsible for selecting the account type Laws governing joint ownership of property is linked to a bank account, you must first set that is appropriate for your needs and vary from state to state. You are responsible up a link to that bank account. Bank links are circumstances. for verifying that the joint registration you governed by applicable Automated Clearing select is valid in your state. Generally, House rules. You also authorize us to honor Regardless of the governing law provisions of however, for joint tenants with rights of all debit entries initiated by you or on your this Agreement concerning the contractual survivorship, in the event of the death of any behalf from time to time through your obligations of the parties under the Account, of the tenants, the entire interest in the joint Settlement Choice. All such debits are the legal ownership of your Account shall be Account shall be vested in the surviving joint subject to sufficient collected funds in the governed by and interpreted under the tenant(s) on the same terms and conditions. designated Account to pay the debit when internal laws of your state of residence. For tenants in common, the interest in each presented. You agree that our treatment of tenancy shall be equal unless specified each entry and our right to accept an item a. JointAccounts otherwise and in the event of the death of any shall be the same as if you signed them If If this Account is maintained in the name of of the tenants in common, the interest in their personally. You acknowledge that you will two or more persons, each Account holder share of the tenancy shall vest in the carefully read the prospectus for the fund that agrees to be individually and jointly liable for decedent’s legal representative. State laws you select prior to establishing an automatic all obligations under this Agreement. regulating community property vary. If you investment or withdrawal plan. designate your Account as a community Each Accountholder will have authority, acting property account, we will treat all property in You understand that if there is insufficient individually and without notice to any other the Account and any proceeds in the Account cash from your Settlement Choice to Accountholder, to give instructions, buy, sell, as community property. You should consult purchase shares for an automatic investment and otherwise deal in Securities and/or Other your personal legal advisor regarding the plan, the investment scheduled for that Property, and to deal with us with regard to community property laws of your state of period may not take place. Any change in the Account as fully and completely as if each residence. ownership or cancellation of your Account, or Accountholder alone were interested in the any transaction returned for any reason, Account. You authorize us to follow the b. CustodialAccounts including but not limited to insufficient funds instructions of any Accountholder and to If the Account is a custodial account, we will in your Settlement Choice, may result in the deliver funds, securities, or other assets held maintain an account established under the cancellation of your automatic investment or in the Account to any Accountholder or in Uniform Gifts to Minors Act or Uniform withdrawal plan without prior notice to you. accordance with any Accountholder’s Transfers to Minors Act. You represent that We reserve the right to modify or terminate instructions, even if such deliveries and/or the assets in the Account belong to the minor your automatic investment or withdrawal plan payments shall be made to any of you and that you will only use all such assets for at any time and for any reason upon personally, and not for the Joint Account. You the benefit of the minor. We are not notification to you at your Account address of further authorize us to receive into the responsible for determining the record. Account any Securities and/or Other Property appropriateness of any actions you take as delivered to it by or for either of you without custodian. To terminate your automatic investment or delineation as to actual ownership of the withdrawal plan, you must request us to property. In any situation where we cannot c. IndividualRetirementAccounts& terminate such plan. Your automatic determine to our satisfaction the proper Education Savings Accounts investment or withdrawal plan will remain in distribution of property from a Joint Account If this is an Individual Retirement Account effect until three (3) Business Days after we upon the death of one owner, we may, at our (“IRA”) or Education Savings Account receive your cancellation notice. You will sole discretion, freeze the Account indefinitely (“ESA”), by signing this General Account remain liable for all items that have not been pending a resolution deemed satisfactory to Agreement you acknowledge that you have settled at the time of termination of any plan. us or a final decision of an arbitrator or court completed and signed an IRA or ESA having jurisdiction over the matter. enrollment form to open an IRA or ESA and 589852 (Rev 05 - 02/13) Page 5 of 37 you have adopted Wells Fargo Bank, N.A. or otherwise stated by the NYSE and the FINRA or individual 401(k) retirement plan accounts) FCC (as applicable) to serve as Custodian. Uniform Practice Code. are not held at WFA (referred to here as “Direct at Provider Accounts”). These Direct If you wish to cancel your Account, you must You and your agent agree to receive at Provider Accounts are typically held do so on or before the seventh (7th) calendar securities against payment in an amount instead at (i) the firm that manages the 529 day after you receive the “Custodial equal to an execution confirmed to you, which Plan, or (ii) the mutual fund company or Agreement and Disclosure Statement” by may represent only part of a larger order mutual fund company transfer agent that either delivering or mailing a written notice of executed. offers the fund or retirement plan account. cancellation to: First Clearing, LLC, Attn: IRA Department, MO 3580, One North Jefferson You agree to instruct your agent(s) that, For these Direct at Provider Accounts that are Avenue, St. Louis, MO 63103. except for transactions that are to be settled not held at WFA, we may assign an internal outside the United States, the facilities of a WFA account number for our recordkeeping This Agreement, the Custodial Agreement securities depository will be used for the purposes. This account number is for our and Disclosure Statement for your IRA or confirmation, acknowledgement and internal use and typically cannot be used for ESA include the terms and conditions of the book-entry settlement of depository-eligible deposits or transactions. Funds given to WFA relationship entered into by you and Wells transactions covered by applicable for investment in 529 Plans or Direct at Fargo Bank or FCC (as applicable). marketplace rules. “Depository-eligible Provider accounts must be made payable to transactions” means transactions in securities the Provider. We cannot accept any funds Your beneficiary is the individual, estate, trust that are eligible for deposit and book-entry made payable to WFA in relation to 529 or organization you designate when you open transfer at a securities depository at the time Plans or Direct at Provider accounts. Any your IRA or Education Savings account. You of settlement of the transaction. such funds we receive will be returned to you may change your beneficiary designation at at your current address of record. You will be any time by contacting us at the address We will transmit to you a confirmation of each responsible for all costs and losses, if any, listed on your Account statement. Each transaction after the transaction has been resulting from such actions including lost beneficiary designation you file with us will effected. In addition, we may, at your request, interest and costs of disbursement, which cancel all previous designations. Your transmit pertinent trade information in a form may include, without limit, reasonable beneficiary is subject to and bound by all the agreed upon on the day following execution of attorney’s fees. No Account statements, terms and conditions of the Custodial each DVP/RVP transaction. At your request, participant recordkeeping, accounting Agreement and Disclosure Statement. It is we will simultaneously send a duplicate services, discrimination testing, tax reporting, very important that you review Article VIII of information copy of each confirmation to your or plan document amendment services will the IRA Custodial Agreement, or Article X of agent bank. It is understood, however, that be provided to you by WFA for Direct at the Education Savings Custodial Agreement, sending copies of confirmations to an agent Provider Accounts. because if a beneficiary does not survive you bank constitutes an information service only, or if there is no record of a designated and does not relieve you of your obligations 529 Plans are neither insured nor guaranteed beneficiary or if you divorce, the default under this Agreement. by the Plans’ issuing state, state beneficiary provisions of the Custodial administrator, Plan Manager or WFA or any Agreement and Disclosure Statement will You agree to instruct your agent bank to of its Affiliates. govern. Also, if you name a trust, estate or receive or deliver the securities described on minor child as a beneficiary, there are the confirmation, unless a discrepancy in the We may assist you with the initial selection of additional requirements or information that payment exceeds 2% of the money required a Direct at Provider Account and any initial will be required in accordance with the for that delivery. You agree with us to resolve investment selections that you make, and we Custodial Agreement and Disclosure any such discrepancy directly, within a may assist you with subsequent investment Statement. In addition, if you are opening an reasonable time after settlement. decisions. However, we cannot monitor any Education Savings Account, please review profits or losses or future investment the Custodial Agreement and Disclosure You agree that you will have duly authorized selections because the Direct at Provider Statement to obtain more information on the all instructions you issue pursuant to this Account will not be held at WFA. You authorities, duties and eligibility requirements Agreement and that we shall incur no liability acknowledge and understand that you have of a Responsible Individual, Depositor, in acting upon such instructions given to us an affirmative obligation to monitor your Designated Beneficiary and Successor concerning your DVP account. You Direct at Provider Account and to determine Beneficiary. understand that WFA, in acting as broker for the suitability of any future investment you, will be acting as your agent. selections made without our assistance or d. Trust&OtherFiduciaryAccounts knowledge. If this Agreement is entered into by you as You are aware that if any good delivery to the Trustee or other fiduciary, you represent that designated bank is refused, we may be If you change the account owner or the investments for the Account are within the compelled to cancel or liquidate the account address on the Direct at Provider scope of the investments authorized by such transactions pursuant to provisions of Account that you establish with the Provider, Trustee or other fiduciary’s power to delegate Regulation T of the Board of Governors of the or if the Direct at Provider Account is under the governing instruments and/or laws, Federal Reserve System. You shall be liable terminated, you must immediately notify us of and that you are duly authorized to enter into and agree to promptly pay for any loss and the change or termination. this Agreement. You also undertake to advise costs resulting from such cancellation or us of any event which might affect your liquidation. Further, certain types of assets such as power or authority as Trustee or other insurance and annuity contracts and fiduciary or the property subject to this You understand and agree that mutual fund alternative investments (such as private Agreement. and option trading is restricted in DVP funds, hedge funds and fund of funds) are not accounts. held by WFA and are held directly at the e. DVPAccounts insurance carrier or the issuing company. In consideration of WFA accepting a delivery f. Abandoned/DormantAccounts You understand these types of assets may be versus payment (“DVP”) account for you, and We may impose fees on Accounts that are reflected on a WFA Account statement as a agreeing to act as broker for you in the considered unclaimed, abandoned or dormant courtesy service to you even though they are purchase and sale of securities on a delivery as permitted by applicable state law. not held by WFA. You understand that we are versus payment/receipt versus payment Accounts presumed to be abandoned or not responsible for the custody or the (“DVP/RVP”) basis, you agree to the unclaimed will be escheated or delivered to valuation of these assets. You also following: the state listed as your address of record for understand that any information provided to your Account in accordance with applicable you on your Account statements is for You will issue standing instructions to your law. informational purposes only and may not agent/receiving bank(s) to receive from or reflect all of your holdings/policies. For deliver to us against payment, any security 18. DirectatProviderAccounts(529, annuities and insurance, the valuation may pursuant to the procedures established by 403(b), Individual 410(k) Plans); not reflect any applicable market value this Agreement. Specific instructions for each Accounts/Assets Not Held at WFA adjustments or insurance/annuity surrender transaction must be in the possession of the penalties. All insurance/annuity policies and agent bank(s) by the close of business on the Certain types of accounts (which are not alternative investments are carried by the second day after the date of execution or as limited to but may include 529 Plans, 403(b) issuing entity or its agent, and may differ from 589852 (Rev 05 - 02/13) Page 6 of 37 the registration of your WFA account. reliable. However, we do not guarantee the USE, INCLUDING WITHOUT LIMITATION, timeliness, sequence, accuracy, adequacy, or ANY IMPLIED WARRANTIES OF 19. ACCOUNTACCESS&ELECTRONIC completeness of such Information. WFA MERCHANTABILITY OR FITNESS FOR A SERVICES GIVES NO EXPRESS OR IMPLIED PARTICULAR PURPOSE AND ANY WARRANTIES (INCLUDING BUT NOT IMPLIED WARRANTIES ARISING FROM A You can access your Account in various LIMITED TO WARRANTIES OF COURSE OF PERFORMANCE, A COURSE ways, including, but not limited to, MERCHANTABILITY OR FITNESS FOR A OF DEALING, OR TRADE USAGE. telephoning us, visiting one of our branch PARTICULAR USE) WITH RESPECT TO offices, automated telephone, or online and THIS INFORMATION. Neither we, nor our Neither we nor our Affiliates shall be wireless services. In the event you Affiliates, nor any independent obligated to update information or opinions experience any problems in reaching WFA provider/transmitter of this Information shall regarding any company or security. The through any particular method, it is your be liable in any way and you agree to Research Reports are not intended to provide responsibility to use alternate methods to indemnify and hold all of us harmless for; (i) tax, legal or investment advice. We and our communicate with us. any inaccuracy, error, delay, interruption or Affiliates shall not be liable for any omission of any Information or the delivery of consequential, incidental, special, or indirect You agree to use our internet and automated Information; and (ii) any loss or damage damage (including, but not limited to, lost telephone services and any additional arising from or occasioned by (a) such profits, trading losses and damages) that may electronic services we offer in the future inaccuracy, error, delay, interruption or result from use of the Research Reports or (collectively, the “Electronic Services”), in omission; (b) non-performance or (c) for omissions or inaccuracies of the accordance with the provisions detailed in interruption due to any negligence on our part information contained in them. You are this section and in accordance with the Wells or on the part of any providers or transmitters strictly prohibited from reproducing, Fargo Online Access Agreement. You are of Information, or to any act of God or any redistributing or retransmitting any responsible for the confidentiality and use of other cause beyond our reasonable control. information contained in the Research your Account number and Personal Reports. You will not contact any analyst who Identification Number (“PIN”) and are solely 21. MARKETQUOTES authors or is named on any Research Report responsible for all orders entered through the or any representative of any third party Electronic Services using your Account We will make reasonable efforts to have provider. number and PIN. You must notify us accurate real time market quotes and immediately through hard copy, electronic or information available during market hours. 23. ELECTRONICFUNDS,AUTOMATED verbal means if: (i) you place an order However, you understand that we cannot and DEPOSITS, PAYMENTS & TRANSFERS through the Electronic Services and you do do not guarantee the accuracy or availability not receive an order number, or you do not of such market quotes and information. a. General receive an accurate acknowledgement of the Accordingly, you agree that our sole liability You may arrange for direct deposits to be order or its execution; (ii) you receive for claims arising out of the interruption, made to, automated payments to be made acknowledgement for an order which you did accuracy or delay market quotes and from, and funds to be transferred between, not place, or any similar conflict; or (iii) you information shall be to use our best efforts to your Accounts with us. We use the terms become aware of any unauthorized use of resume the quote service as promptly as “automated credits“ or “direct deposits“ to your Account number or PIN. reasonable practicable. indicate deposits made directly to your Account by electronic means; the terms We may, in our sole discretion, place trading 22. RESEARCH “automated debits“ or “automated payments“ restrictions on your Account and we reserve to indicate payments authorized in writing to the right, in our sole discretion, to review and We may make available information about be made from your Account by electronic reject, cancel or modify any order that you securities and investment strategies, including means; and the term “telephone transfer“ to place through the Electronic Services for any research reports, market commentaries and indicate movement of funds between your reason and without prior notice to you, other information (“Research Reports”) that authorized Accounts by use of a touch-tone including orders for which you have received we or our Affiliates prepare, as well as telephone and personalized access codes. an order number. We may also reject any materials prepared by third parties. By electronic order that we deem, in our sole accessing these Research Reports, you Your acceptance of direct deposits, discretion, to be disruptive to the securities acknowledge and agree that these materials authorization of automated payments, or markets, unacceptable in size, type or credit are not personalized or in any way tailored to telephone transfers to or from your Account, risk, or to exceed our authorized limits. reflect your personal financial circumstances is your agreement to the terms and Further, market orders cannot always be or investment objectives, and the securities conditions of this Agreement. cancelled because they are subject to and other investment strategies discussed in immediate execution, and your order may be such Research Reports may not be suitable Any electronic fund transfer (“Transfer“) that executed before a request for cancellation is for you as such Research Reports do not you make in connection with your Account, received. take into account the particular investment including, but without limitation, automatic objectives, financial situation or needs of deposits and payments, but excluding We and our affiliates will not be liable for any individual clients. You will not consider the transactions with a bank card, will be consequential, incidental, special, or indirect availability of such Research Reports as a governed by the following terms and damage (including lost profits, trading losses recommendation to you of any particular conditions. These terms and conditions also and damages) that result from security or investment strategy. Under no serve as the disclosure required by the inconvenience, delay or loss of use of the circumstances should any information Electronic Fund Transfer Act and Regulation Electronic Services. We reserve the right to contained in the Research Reports be E in connection with Transfers. suspend or terminate access to any construed as an offer to sell or the solicitation Electronic Service for any reason and without of an offer to purchase any security. The b. YourLiabilityforUnauthorized prior notice to you. Research Reports have been prepared as of Transfers the date indicated and should only be You could lose the entire value, including 20. THIRDPARTYINFORMATION considered current as of the initial publication your available margin, of your Account date. They may become unreliable for various through any unauthorized Transfer. By accessing third party Web sites and the reasons including, but not limited to, changes Therefore, you should notify us at once if you information provided through links on our in market or economic conditions. believe a Transfer has occurred in your Electronic Services, you acknowledge and account without your permission. Notifying us agree that the material available on these THE RESEARCH REPORTS ARE as soon as possible by telephone could sites has been produced by independent OBTAINED FROM SOURCES DEEMED TO minimize your possible losses. If you notify us providers that are not affiliated with us; and BE RELIABLE. HOWEVER, WFA AND OUR within two (2) Business Days after you learn any opinions or recommendations expressed AFFILIATES DO NOT GUARANTEE THE of the unauthorized Transfer, you can lose are solely those of the independent providers ACCURACY, COMPLETENESS OR THE the lesser of $50.00 or the amount of the and are not the opinions or recommendations CORRECT SEQUENCING OF THE unauthorized Transfers. If you do not notify of WFA. RESEARCH REPORTS AND EXPRESSLY us within two (2) Business Days after you DISCLAIM ALL WARRANTIES, EXPRESS learn of the unauthorized Transfer, and we Information obtained by the independent AND IMPLIED, WITH REGARD TO THE can prove that we could have stopped providers (the “Information”) is believed to be RESULTS TO BE OBTAINED FROM THEIR someone from making the unauthorized 589852 (Rev 05 - 02/13) Page 7 of 37 Transfer if you had notified us, then you can f. DocumentationofTransfers correct any error(s) promptly. If we need lose the lesser of $500.00 or the sum of (i) If you arrange to have direct deposits made to more time, however, we may take up to $50 or the amount of the unauthorized your Account at least once every sixty (60) forty-five (45) Business Days (ninety (90) for Transfers that occur within the two (2) days from the same person or company, you transfers to or from the Account within 30 Business Days; and (ii) the amount of can call us at the number listed on your days after the first deposit to the Account) to unauthorized Transfers that occur after the Account statement to verify such deposits. In investigate your question. If we decide to do close of two (2) Business Days and before addition, you will receive a periodic account this, we will provisionally credit your Account notice to us, provided we establish that these statement that will show all activity in your within ten (10) Business Days (twenty (20) for unauthorized Transfers would not have Account, including any Transfer. transfers to or from the Account within 30 occurred had you notified us within that two days after the first deposit to the Account) for (2) day period. Should your Account g. StopPaymentProcedures&Liability the amount you think is in error so that you statement show any Transfer that you did not If you have instructed us to make regular will have the use of the money during the authorize, please notify us at once. If you do payments out of your Account (“Preauthorized time it takes to complete our investigation. If not notify us within sixty (60) days after the Transfers”), you can stop such payments by we ask you to put your question in writing and Account statement was mailed, you may not calling us at the telephone numbers shown in we do not receive it within ten (10) Business get back any money you lost after the sixty this section at least three (3) Business Days Days, we may not provisionally credit your (60) days if we can prove that we could have before the payment is scheduled to be made. Account. If we determine there was no error, stopped the unauthorized Transfer if you had we will send you a written explanation within notified us in time. If a good reason (such as When you call, please: (i) state your name three (3) business days after we complete the a long trip or hospital stay) keeps you from and account number; (ii) the exact name of investigation. You may ask for copies of the notifying us, the time periods above may be the payee, (iii) the exact payment amount, documents that we used in our investigation. extended. If your Account is a “Commercial and (iv) the scheduled transfer date. Failure For any Transfer occurring outside the United Account” (which is defined in this Agreement to provide correct and complete information States, within ten (10) business days after we as an account for a Corporation, Non-Profit may make it impossible for us to stop receive notice of an alleged error we will Organization, Non- Corporate Organizations, payment of the Preauthorized Transfer. You either resolve the claim or provisionally credit Partnerships, Estates, Pension and Profit agree to indemnify and hold us harmless from your Account while continuing to investigate Sharing Plans [not including IRAs and and against any loss incurred by us as a the claim. If we need more time, however, we Employee Stock Ownership Plans] and other result of our paying a Preauthorized Transfer, may take up to ninety (90) days to investigate Trusts), you are liable for all unauthorized if any of the information relied upon in the the matter. Transfers up to the time at which you notify stop payment order is incorrect or incomplete us. (or as a result of our not paying a i. AdditionalprovisionsforCommercial Preauthorized Transfer for which a valid stop Accounts c. TelephoneNumberforNotificationin payment order is in effect). If you instruct us The provisions in this Section 23(i) apply only the Event of Unauthorized Transfers to stop a Preauthorized Transfer at least three to transfers to or from Commercial Accounts. If you believe that an unauthorized Transfer (3) Business Days before the Transfer is You agree that the password security has occurred in your Account, call us at the scheduled, and we do not do so, we will be described in Section 19 of this Agreement number listed on your Account statement or liable for your losses or damages. and the Wells Fargo Online Access notify FCC at the following telephone Agreement security procedures for electronic number: 1-800-359-9297 or write to us at the These stop payment procedures apply to fund transfers are commercially reasonable. address listed on your Account statement. Commercial Accounts (as defined in Section For payment requests from Commercial 23(b) above) as well. However, in no event Accounts, which are subject to Article 4A of d. TypesofElectronicFundsTransfers will we guarantee the effectuation of, or be the Uniform Commercial Code (“UCC 4A”), Available liable for, any stop payment request from a we are liable only for damages required to be Depending on the type of Account you have, Commercial Account. You agree (if a paid under UCC 4A. In no event will we be you may be able to: (i) arrange with another Commercial Account) to hold us harmless for liable for any special, indirect or party, such as your employer or a the amount(s) of any stop payment order(s) consequential loss, damage, costs or government agency, to electronically Transfer entered by you or on your behalf, and for all expense of any nature, including, without deposits directly to your authorized Account costs and expenses (including attorney fees) limitation, lost profits, even if we have been on a regular basis; (ii) authorize another incurred by reason of the refusal to honor said informed of the possibility of such damages, party, such as an insurance company or payment(s), and you further agree that if, except as may be required by law. mortgage company, to have payments contrary to such stop payment order(s), transferred from your Account and sent payment is nevertheless inadvertently made 24. WIRE&AUTOMATED directly to them on a regular basis; or (iii) through accident or oversight, we shall not be CLEARINGHOUSE TRANSFERS direct funds to be transferred from one of liable. This provision shall survive the your authorized accounts to another by use termination of your Account. a. GoverningRules of a touch-tone telephone and personalized You may be a party to an Automated access codes (where available). If a regular Please note that stop payment orders will not Clearing House (“ACH“) entry or a wire payment will vary in amount, the payee appear on your Account statement. transfer that may be credited or debited needs to tell you how much the payment will against your Account. You agree that all wire be at least ten (10) days prior to when it is h. ErrorResolutionProcedures transfers you initiate will be subject to the due. In case of errors or questions about your terms and conditions of our wire transfer transfers, please telephone us at the agreement then in effect with respect to the In addition to the types of transfers listed telephone numbers listed in Section 23(c) type of transfer initiated. With respect to ACH above, we periodically introduce new above as soon as you can if you think your transactions which you have authorized, you methods by which you may make funds Account statement is wrong, or if you need agree to be bound by the National Automated transfers, such as by personal computer and more information about a Transfer listed on Clearing House Association (“NACHA“) or wireless devices. At present, there is no the Account statement. We must hear from operating rules and any local ACH operating minimum amount required for automatic you no later than sixty (60) days after we send rules then in effect. With respect to other debits. The availability of automatic debits to you the first statement on which the problem electronic funds transfers, you agree to be your Account will be limited to free credit and or error appears. bound by any rules then in effect governing money market balances less funds needed to the use of any system through which the pay for any open orders and any uncleared When you call, please: (i) state your name funds may be transmitted including, but not deposits. Any loan value available to you on and Account number; (ii) describe the error or limited to, Federal Reserve Board Regulation marginable securities, if your Account is a Transfer you are unsure about, and explain as J with regard to Fedwire and the Clearing margin account, may not be available for the clearly as you can why you believe it is in House Interbank Payments System purpose of making automated transfers. error or why you need more information; and (“CHIPS“) operating rules with regard to (iii) state the dollar amount of the suspected CHIPS. e. Fees error. We will tell you the results of our There are currently no fees charged by us for investigation within ten (10) Business Days b. Notice automated transfers. However, WFA (twenty (20) for transfers to or from the You will be notified of the receipt of any ACH reserves the right to charge such fees upon Account within 30 days after the first deposit entry or wire transfer in your Account notice to you. to the Account) after we hear from you and statement, but next-day or other notice will 589852 (Rev 05 - 02/13) Page 8 of 37 not be provided. If you believe a transfer has Personal Information about you will be Account with WFA in the United States or the not been properly credited to you, you agree accessible by WFA employees, contractors transfer of any assets to or from your to promptly notify us immediately at the and agents who are located worldwide, Account; and the proper and timely filing and number listed on your Account statement. including in countries that may not require the payment of all taxes in your country of same level of data protection as in the country residence. With respect to the foregoing, by c. FinalPayment in which you reside. By providing us with your executing this Agreement and establishing Any credit resulting from an ACH credit or Personal Information and by executing the your Account you are affirmatively other wire transfer is provisional until we Agreement, you are consenting to our use of representing they you have complied with all receive final payment. We reserve the right to it in accordance with this Agreement and the foreign exchange or capital control delay or prevent withdrawal of funds pending Wells Fargo Privacy Policy, including the obligations that may apply to you (if any), and verification of final payment. If final payment transfer of your Personal Information across that where applicable you have received any is not received, or if your Account was international boundaries to jurisdictions authorization needed to establish your credited by mistake, you agree that we may anywhere in the world as permitted by local Account or for any transfer of assets to your reverse the credit to your Account or that you law. Account. Further, at all times while you will otherwise reimburse us if funds in your maintain an Account with WFA you represent Account are not sufficient. In the event that Requests to correct or access any Personal that you will continue to comply with any and the payment does not become final, the Information must be submitted in writing to all such laws, rules, regulations and reporting originator will not be deemed to have paid the address listed in the Communications, or filing requirements as required by your you the amount of the credit. Recording & Monitoring, Statements & country of citizenship, residence or domicile. Confirmations section. After we have verified d. Compensation your identity, we will endeavor to correct or to With respect to the preceding If you are entitled to compensation for any provide you with the Personal Information as acknowledgements and representations, you delay or improper completion of an ACH or you have requested within a reasonable time agree that you shall indemnify and hold wire transfer as a result of an error by us, our and, where permitted by law, we may charge harmless WFA and any of our affiliates, liability will be limited to the payment of an appropriate fee to cover the costs of directors, officers, representatives, interest for a period not exceeding the lesser responding to the request. employees or agents against any complaint, of sixty (60) days or the period between the claim, loss, damages or other injury or date of the error and the date of the Where you have requested a correction or expense that may arise in connection with in correction. Any such compensation will be change to any of your Personal Information, or with respect of any claim or action that is a paid at our discretion by either (1) adjusting we will endeavor make your correction or result of or relates to your failure to adhere to your Account balance to reflect the average change, but reserve the right to refuse a or comply with any law, regulation or balances you would have had but for the change to the extent necessary to achieve requirement of your country of citizenship, error, or (2) direct payment of cash in an any required purposes of its use. If we refuse residence or domicile as contemplated in this amount equal to interest at the average to provide the Personal Information held or to section of the Agreement. applicable federal funds rate for that period. make the correction requested, at your request we will provide you with the reasons For individuals, in the event that you die while e. AccountNumbers for declining the request. residing outside of the United States, we may You agree that payment for ACH or wire require the executor or representative or your credit transfers may be made solely by b. AdditionalClientDisclosure& estate to provide a legal opinion or to file an reference to the account number of the Understanding for Non-Residents of the ancillary proceeding to confirm their recipient. We are not obligated to determine United States appointment as the executor or whether a discrepancy exists between the This section applies to non United States representative of your estate; to ratify any name and the account number shown on the residents and non United States domiciled order, judgment or decree issued by a foreign transfer information. entities who maintain accounts with WFA. court; or to otherwise resolve any dispute Your Account is based in the United States, relating to your account. Additionally, in 25. ADDITIONALTERMS&CONDITIONS and not in your country of residence. WFA accordance with U.S. Internal Revenue FOR NON-RESIDENTS OF THE UNITED accounts, products and services may not Service guidelines, WFA may require them to STATES have been registered, reviewed or approved obtain transfer certificates from the U.S. by any governmental, banking or securities Internal Revenue Service before releasing a. Collection,Use&TransferofPersonal regulator in your country of residence or any of the assets in your account to your Information domicile: and because of this, by establishing estate. Where a legal opinion, an ancillary If you reside outside the United States, to the an account with WFA and purchasing proceeding or transfer certificates are extent there is any conflict between this financial products or services through WFA required by WFA, all costs associated with section and the Wells Fargo Privacy Policy, you will not be afforded certain rights or obtaining any or all of those, including the provisions of this section shall control. protections that may otherwise be available to attorney’s fees, shall be paid by your estate you under the securities, banking or other or your heirs, and not by WFA. We collect personal information about you financial services laws or regulations of your (“Personal Information”) primarily to provide county of residence. 26. EXTRAORDINARYEVENTS the requested services and to comply with legal and regulatory obligations including, but Not all of our accounts, products, services or We and our Affiliates shall not be liable for not limited to, applicable anti-money investments are available to residents of all any loss caused directly or indirectly by acts laundering requirements, customer due countries, and WFA in its discretion may of God, government restrictions, exchange or diligence, Office of Foreign Asset Control refuse to offer certain products, services or market rulings, suspension of trading, war, (OFAC) restrictions, other similar laws and investments to you based on your country of acts of terrorism, strikes or other labor regulations, and to fulfill other obligations that residence. problems, failure of the mails or telephones relate to United States and foreign laws, or other communication lines/systems or regulations and ordinances applicable to Many countries have various laws, rules and other interconnect problems (such as not financial institutions. Additionally, we may regulations that may apply to your opening being able to connect to your ISP), failure of use your Personal Information in order to and maintaining accounts, products or electronic or mechanical equipment, or assist us in identifying and providing financial services outside your country of residence or unauthorized Account access or theft, or any products and services that are suitable for domicile, including certain asset transfer and other conditions beyond our control. you. transaction reporting and filing requirements and laws; rules and regulations regarding the 27. ASSIGNMENT We will endeavor not to use Personal filing of tax information and payment of taxes, Information for any purpose incompatible with and other foreign exchange or capital We may assign the rights and duties under the purposes listed above unless it is controls. You are responsible for knowledge this Agreement to any of our subsidiaries or required or authorized by you, or it is in your of and adherence to any such laws, rules and Affiliates without giving you notice, or to any own vital interest, or is necessary to comply regulations, and specifically it shall be your other entity upon written notice to you. If you with a legal or regulatory obligation. sole responsibility to adhere to and comply have an Advisory Program Account, neither Reasonable efforts are made by us to avoid with any reporting or filing requirements in party may assign this Agreement without the the retention of unnecessary or duplicative your country or domicile of residence that prior consent of the other. information. might apply as a result of your maintaining an 589852 (Rev 05 - 02/13) Page 9 of 37