Client Agreement and Disclosures

Transcription

1 Client Agreement and Disclosures WWW. JANNEY.COM 2018, JANNEY MONTGOMERY SCOTT LLC MEMBER: NYSE, FINRA, SIPC Client Agreement and Disclosures IMPORTANT DISCLOSURE For your records, an additional copy of the Client Agreement and Disclosures is provided below. You initially received these documents when signing the Client Agreement & Substitute W-9. These disclosures include information about account service charges, account protection, margin, business continuity, electronic delivery of account statements, general terms and conditions, our privacy policy, and more. Please periodically review these disclosures online at or by requesting a copy of these materials from your Financial Advisor. These terms and conditions fully apply to this and any new investment account(s) you open at Janney Montgomery Scott LLC ( Janney ) and they may be modified or updated at any time, at Janney s sole discretion. By signing the Client Agreement & Substitute W-9 ( Agreement ), the client(s) ( You or Your ) agree to the following terms and conditions and acknowledge the following disclosures: YOUR SIGNATURE/FUTURE ACCOUNTS The signature you provide on this Agreement governs the terms of the accounts or services you are establishing now and that you add in the future. When you open a new account or enroll in a service, we will provide you with the agreement and any disclosures for that account or service and confirm your enrollment in that account or service in writing. Those agreements and disclosures are incorporated into this Agreement by reference. If the terms governing an account or service are different from the terms outlined here, the terms of that account or service will apply. This means that your initial signature acts as your agreement to the terms of the new account or service. As a result, in many cases, you will not need to sign an additional account agreement or other form. GENERAL TERMS AND CONDITIONS You acknowledge and agree that all transactions and activity in all accounts created from this Agreement will be governed by the rules, constitutions, customs and usages of the exchange or market (and its clearinghouse, if any) where executed, the rules and regulations of the Securities and Exchange Commission ( SEC ), the Federal Reserve Board and any other regulatory or self-regulatory agency having authority, and that the rights and obligations of the parties shall be determined in accordance with federal law and the laws of the Commonwealth of Pennsylvania, without regard to Pennsylvania s conflicts of laws principles. If you are a natural person or persons, you represent that you are of full legal age in the state or jurisdiction in which you reside and that you are competent to enter into this Agreement and perform the obligations under it. If you are a fiduciary, trustee, corporate officer, partner or other representative of a legal entity or entities, including a corporation, limited liability company, partnership, limited liability partnership, estate or trust, you represent that such entity has all necessary power and authority to execute and perform this Agreement and that the execution and performance of this Agreement will not cause the entity to violate any provisions in its charter, by-laws, partnership agreement, trust agreement or other constituent, governing or operating agreement or instrument. If you are a fiduciary, trustee, corporate officer, partner or other representative of a legal entity or entities, you represent that you acting alone have full power and authority to deal with Janney on behalf of and without notice to the legal entity or entities, any other joint owner or any other person who has signed this Agreement. You further represent that this Agreement, as amended from time to time, is a legal, valid and binding obligation, enforceable against the entity (if not a natural person) in accordance with its terms. You, any agents authorized by you to act on your behalf through a power of attorney or limited trading authorization accepted and approved by Janney, and any agents appointed by law will be the only authorized users of the brokerage and other services under this Agreement. This Agreement contains the entire understanding between you and Janney concerning the subject matter of this Agreement, and you acknowledge that there are no oral or other agreements in conflict herewith. This Agreement will cover individually and collectively all brokerage accounts, whether in joint, single or fiduciary capacity, which are opened by Janney for you. This Agreement supersedes any previous agreements made by you individually, jointly, or in a fiduciary capacity with Janney relating to any of your accounts, to the extent the subject matter is covered in this Agreement. You may not assign the rights and obligations of this Agreement without first obtaining Janney s written consent. Janney may amend this Agreement at any time by posting changes to the Agreement on our website, Your continued use of your account(s) after the effective date of the revised Agreement as disclosed on our website, or after a reasonable period of time if no such date is stated, will constitute your acceptance of the revised Agreement. This Agreement shall be binding upon, and shall inure to the benefit of, Janney, its successors or assigns, you and your heirs, executors, administrators, trustees, receivers, successors or assigns. If any provision of this Agreement is held to be invalid, that shall not affect the validity of the remaining provisions of the Agreement. You acknowledge and agree that the information that you have provided to Janney for the purposes of establishing your account(s) is current, accurate, truthful and complete. You agree to promptly notify Janney upon any changes in such information, including, but not limited to, any changes in your selected investment objectives or financial situation. No one except the person(s) or entity(ies) listed on the Agreement has an interest in the account being applied for. You agree to notify Janney in writing (a) if you or an immediate family member is or becomes employed or affiliated with a broker-dealer, a U.S. stock exchange or the Financial Industry Regulatory Authority ( FINRA ); or (b) if you are or become an officer, director or ten percent (10%) or greater shareholder of a U.S. publicly-traded company. Whenever any statute shall be enacted which will in any way affect or be inconsistent with any of the provisions hereof, or whenever any rule or regulation shall be prescribed or promulgated by FINRA, the SEC, or any other federal, state or self-regulatory committee which will in any way affect or be inconsistent with any of the provisions hereof, the provisions of this Agreement so affected will be deemed modified or superseded, as the case may be, by such statute, rule or regulation, and all other provisions of this Agreement will in all respects continue to be in full force and effect. Janney may reject, cancel or modify any transactions that you have requested at any time, for any reason without prior notice to you. Janney may suspend or terminate your account at any time, for any reason and without prior notice to you. You acknowledge that all employees acting on behalf of Janney do not provide legal or tax advice. Complaints relating to your account(s) should be forwarded to the Legal Department of Janney Montgomery Scott LLC, 1717 Arch Street, Philadelphia, PA or call CLIENT AGREEMENT AND DISCLOSURES PAGE 1

2 Communications may be sent to you at your last address or at such other addresses as you may hereafter give Janney, including any address if provided by you, and all communications so sent, whether by mail, , messenger or otherwise, will be deemed given to your personally, whether actually received or not. FEES, CHARGES AND COMMISSIONS You agree to pay Janney its brokerage commissions, charges, or other fees. Janney may change its brokerage commission rates without notice to you. Janney s Schedule of Account Service Charges is available on our website at: or you may request a copy from your Financial Advisor. Janney may change its fees at any time by posting the changes to our website. Your continued use of your account(s) after the effective date of any changes to the fees, or after a reasonable period of time if no such date is stated, will constitute your acceptance of such fee changes. PURCHASES AND SALES In the event sufficient funds are not available in your account when a purchase order is executed, you promise to pay the full amount due on or before the settlement date for the purchase. In the event a sales order is executed and the securities sold are not in your account, you promise to deliver all securities sold on or before the settlement date. If such funds or securities are not received on or before the settlement date, Janney may liquidate sufficient assets or repurchase securities sold but not received into your account and you will be liable for any resulting losses and all associated costs that Janney may incur as a result of that liquidation or repurchase. CASH DEBIT BALANCES Janney may assess interest against a non-margin account in connection with any debit balances resulting from your failure to make payment in full for securities purchased, from proceeds of sales prior to settlement date, or for other charges that Janney may make to the account. The following is the annual interest rate that will be charged on all non-margin account debit balances (effective July 1, 2013): If the Debit Balance is: Percentage of Interest Charged: Less than $25,000 Janney Base Rate plus 5.875% Between $25,000 and $49,999 Janney Base Rate plus 5.25% Between $50,000 and $99,999 Janney Base Rate plus 4.75% Between $100,000 and $249,999 Janney Base Rate plus 4.25% Between $250,000 and $499,999 Janney Base Rate plus 4.00% Between $500,000 and $999,999 Janney Base Rate plus 3.75% $1,000,000 and above Janney Base Rate plus 3.50% Janney charges interest based on the Janney Base Rate ( Base Rate ). The Base Rate is an internally calculated rate established by Janney that changes from time to time based on Janney s cost of funds and Janney s assessment of the rates charged in the financial markets. The interest rate that you will be charged will increase or decrease as the Base Rate increases or decreases. The Base Rate will be published on Janney s website and is subject to change without notice to you. PAYMENT OF INDEBTEDNESS If you become indebted to Janney, you agree to promptly and fully repay such indebtedness upon demand. Whenever you are indebted to Janney for any amount, all securities held by Janney for you in any account in which you have any interest will secure all your liabilities to Janney. You, jointly and severally, agree that if, after demand by Janney, you fail to promptly repay the indebtedness, Janney may, in its discretion at any time, close any or all of your accounts and, without further notice, liquidate assets in any or all of your accounts by public or private sale or purchase or both in an amount sufficient to pay your indebtedness, buy in (cover) short positions, cancel outstanding orders in whole or in part, and take any other appropriate or necessary action without incurring any liability whatsoever. All costs of collection and any unpaid deficiency in your account, including, without limitation, attorneys fees, incurred by Janney shall be fully reimbursed by you to Janney. Any balance remaining due to Janney shall be promptly paid by you. Any and all notices of purchase or sales or any demand for margin sent to you shall be binding upon you and upon your accounts. You, jointly and severally, agree that Janney shall have a lien on and may hold as collateral security for said account any and all securities and equities Janney may hold or have in any account at any time for you or any one of you and that the assertion or enforcement of any such lien shall not affect or alter the liability of any of you for any debit balance or loss on said account. The provisions of this section shall not apply to an Individual Retirement Account (IRA) or account subject to the Employee Retirement Income Security Act of 1974, as amended ( ERISA ), except to the extent such indebtedness or liabilities arise with respect to that IRA or ERISA account. PRE-DISPUTE ARBITRATION DISCLOSURE This Agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement, the parties agree as follows: (1) All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. (2) Arbitration awards are generally final and binding; a party s ability to have a court reverse or modify an arbitration award is very limited. (3) The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. (4) The arbitrators do not have to explain the reason(s) for their award, unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least twenty (20) days prior to the first scheduled hearing date. (5) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (6) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. (7) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. Any controversy between Janney and you arising out of Janney s business, the Agreement or any of your accounts with Janney, shall be submitted to arbitration conducted under the terms of the Code of Arbitration Procedure of FINRA. In order to induce Janney to accept this Agreement, you agree that the laws of the Commonwealth of Pennsylvania shall govern this Agreement, without regard to any conflict or choice of law provisions. No person shall bring a putative class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of the putative class who has not opted out of the class with respect to any claims encompassed by the putative class until: (i) the class certification is denied or (ii) the class is decertified or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitration shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. CLIENT AGREEMENT AND DISCLOSURES PAGE 2

3 If either Janney or your Financial Advisor is named as a party to a lawsuit, or incurs legal costs associated with a dispute regarding ownership or beneficiary interests of your assets at Janney, you agree that Janney will, at its sole discretion, be indemnified for those costs directly from your assets held at Janney. NON-WAIVER OF RIGHTS Janney s failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on Janney s part to exercise any power or right given Janney in this Agreement, or a continued course of such conduct on Janney s part, shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other further exercise. All rights and remedies given Janney under this Agreement are cumulative and not exclusive of any other rights or remedies which Janney may otherwise have. JOINT OWNERSHIP In consideration of Janney carrying a joint account for you, you jointly and severally agree to be fully responsible and liable for your account and to pay on demand any debit balance or losses at any time due in this account. Each of you has full power and authority to make purchases and sales, withdraw monies and securities from it, obtain loans secured against securities in the account or do anything else with reference to said account, either individually or in your joint names, as either or any of you may elect, and Janney is authorized and directed to act upon instruction from any one of you. If your account is a joint account with two or more owners, each joint owner agrees that each joint owner will have authority on behalf of all of the joint owners to deal with Janney as fully and completely as if each was the sole owner of the account, all without notice to the other joint owner(s). Notwithstanding the foregoing, each joint owner agrees that Janney may, at its sole discretion: (a) require joint instruction from some or all of the joint owners before taking action under this Agreement; and (b) if Janney receives instructions from any joint owner that are, in Janney s opinion, in conflict with instructions received from any other joint owner, Janney may comply with any of these instructions and/or advise each joint owner of the apparent conflict and/or take no action as to any of these instructions until it receives instructions from any or all of the joint owners that are satisfactory to it. Notice provided by Janney to any joint owner will be deemed notice to all joint owners. Each joint owner further agrees that it, he or she will be joint and severally liable for the account with each other joint owner. If your account is designated as Tenants in Common, in the event of the death of either or any of the persons designated as tenants in common, the interests in the account shall be vested equally in the decendent s estate and the survivor(s), unless different percentages (which must total 100%) are specified in a letter of instruction, which all account holders must have signed. By doing so, all holders acknowledge they have voluntarily agreed to such division amongst themselves and that they direct Janney to distribute their interests accordingly, without any liability thereafter. If your account is designated as Joint Tenants with Rights of Survivorship, in the event of the death of either or any of the persons designated as joint tenants with rights of survivorship, the entire interest in the joint account shall be vested in the survivor(s) on the same terms and conditions as currently held, without in any manner releasing your estates from the liability provided in this Agreement. If no designation is made for a joint account, each of you as joint owners directs Janney to establish the account as Joint Tenants with Rights of Survivorship. FIDUCIARY ACCOUNTS A fiduciary is a person or entity authorized to make decisions with respect to an account on behalf of the account s beneficial owner(s). A fiduciary is a trustee, custodian of an UGMA or UTMA account, conservator, guardian, executor, administrator, partner, attorney-in-fact, investment advisor or any other person or entity that represents a legal entity and has authority over a legal entity s Janney account. You understand and agree that Janney does not review any action or inaction by a fiduciary and is not responsible for determining whether a fiduciary s action or inaction satisfies the standard of care applicable to such fiduciary s handling of the account. You further understand and agree that Janney is not responsible for determining the validity of a person s or entity s status or capacity to serve as a fiduciary. As a fiduciary, you agree to hold Janney and its officers, directors, employees, agents and affiliates harmless from any liability, claim or expense (including attorneys fees and disbursements), as incurred, for your actions or inactions. If the account has two or more fiduciaries authorized to make decisions, each fiduciary shall have full authority to deal with Janney as fully and completely as if each was the sole owner of the account, all without notice to the other fiduciary(ies), unless Janney is notified otherwise in writing. Notwithstanding the foregoing, Janney may, at its sole discretion: (a) require joint instruction from some or all of the fiduciaries before taking action under this Agreement; and (b) if Janney receives instructions from any or all of the fiduciaries that are, in Janney s opinion, in conflict with instructions received from any other fiduciary, Janney may comply with any of these instructions and/or advise each fiduciary of the apparent conflict and/or take no action as to any of these instructions until it receives instructions from any or all of the fiduciaries that are satisfactory to it. TRUSTED CONTACT Janney is required by regulation to ask if you would like to provide a Trusted Contact for your account. However, you are not required to provide a Trusted Contact. If you provide a Trusted Contact, you agree that Janney is authorized, without obligation and at the Firm s sole discretion, to contact the Trusted Contact and disclose information about your account to address possible financial exploitation and to confirm the specifics of your current contact information, health status, and identity of any legal guardian, executor, trustee or holder of power of attorney. Janney may elect to notify an individual that they have been named as a Trusted Contact, but is not required to do so. The Trusted Contact role is authorized only to share information and is not authorized to transact business on your behalf. BANKRUPTCY, INSOLVENCY, REORGANIZATION, DISSOLUTION, TERMINATION, INCOMPETENCY AND DEATH You agree to promptly give written notice to Janney in the event of your bankruptcy or insolvency, and if you are not a natural person, of your reorganization, dissolution, termination or other similar condition. If you are a natural person, you agree that your guardian will give Janney written notice of your incompetency and that your estate will give Janney written notice of your death. Janney may, before or after receiving notice of any of the conditions described in this paragraph, commence any proceedings, require any documents, retain any portion of or restrict transactions in the account, as it deems advisable in its discretion to protect itself against any tax, liability, penalty, expense or loss. If you are subject to any of the conditions described in this paragraph, you and the remaining joint owners, as well as the estate of any deceased owner or joint owner and each surviving joint owner will be liable, jointly and severally, to Janney for: (a) any tax, liability, penalty, expense or loss in the account resulting from the completion of transactions initiated prior to Janney s receipt of a written notice of the condition, and (b) any tax, liability, penalty, expense or loss incurred in the liquidation of the account or the adjustment of the interests of the joint owners, and (c) any other obligation owing with respect to the account. If your account is a joint account, any tax, liability, penalty, expense or loss becoming a lien against or payable out of the account as the result of any of the conditions described above or through the exercise of any power by a trustee or the representative of an estate will be chargeable against the interests of the CLIENT AGREEMENT AND DISCLOSURES PAGE 3

4 remaining joint owners or surviving owners, as well as the interest of the estate and the beneficiaries of the estate. Each person indicated in the title to the account who executes this Agreement agrees to give written notice to Janney in the event of bankruptcy, insolvency, reorganization, incompetency or death of any other joint owner. PLATINUM DEBIT CARD If you have selected the Platinum Debit Card option, you request that Janney provide you with a debit card sponsored by BNY Mellon Services Corporation ( BNY Mellon ) and authorize Janney to open an account in your name as it appears on your Janney account, as an adjunct to your Janney cash or margin account ( Brokerage Account ). You understand that you may be eligible to borrow against margin through your Brokerage Account. You must check with your Financial Advisor for details. You are herewith also applying to BNY Mellon to establish a debit recordkeeping account in your Brokerage Account and request that BNY Mellon provide you with one or more Platinum Debit Card(s) for use with your Brokerage Account. Your Platinum Debit Card(s) will be mailed to the address of record of your Brokerage Account. A Services Program Information Statement and Agreement ( Information Statement ) will be sent to you along with your new Platinum Debit Card(s). Your activation of your Platinum Debit Card(s) indicates that you have received, read and agree to the terms in the Information Statement. A Personal Identification Number ( PIN ) is required when you use your Platinum Debit Card at automated teller machines ( ATM ). Following receipt of your Platinum Debit Card, you will need to activate your Debit Card by contacting us. During the activation call, you will be requested to select a PIN. ONLINE ACCOUNT ACCESS AND E-BILL PAYMENT SERVICES Instruction on enrolling and using Janney s Online Access and E-Bill Payment Services can be found at E-Bill Payment accounts which have become inactive may be unenrolled after sixty (60) days of inactivity. ERROR REPORTING Trade confirmations are created immediately upon the completion of a transaction in your account and are delivered to you. At a minimum, account statements are delivered quarterly to you for all accounts maintaining a cash or security balance. Moreover, statements are delivered to you monthly for accounts in which transactions occurred during the month that affect those accounts balances or security positions. Account statements and confirmations should be retained for your records. If you do not understand an entry on your statements or confirmations, if you believe that any of the information contained on your statements or confirmations is incorrect, or if you believe that the statements or confirmations do not accurately reflect transactions or other activity in your account, please submit an inquiry to the Janney branch office manager of the office handling your account or to Janney s Compliance Department at Janney Montgomery Scott LLC, 1717 Arch Street, Philadelphia, PA or call VERBAL AUTHORIZATION TERMS AND CONDITIONS You authorize Janney to accept your verbal authorization to transfer funds from your Janney accounts. You certify that a) you are duly authorized to transfer funds or securities or direct the issuance of a check from a Janney account for which you are an owner, fiduciary or authorized party to a Janney account, non- Janney brokerage account, bank account or other third-party account that you identify at the time of the transfer, b) you assume responsibility for any adverse consequences that may arise from execution of any instructions that you provide to Janney to transfer assets from a Janney account, and neither Janney nor any of its agents, employees, successors or assigns shall be responsible for those consequences, c) you are bound by all terms and conditions contained herein and you continue to be bound by the terms and conditions of all other Janney agreements that you already have signed or executed or that you will sign or execute in the future, including New Account Forms, W-9, W-8, and, if applicable, the Certificate of Fiduciary Authority, and the IRA Adoption Agreement, and d) you shall indemnify and hold harmless Janney and its agents, employees, successors and assigns from any and all losses, claims, or damages, including professional fees incurred as result of and in reliance upon the authorization and resulting transactions contemplated by these Terms and Conditions. For journals into IRA, Roth IRA, Coverdell, SEP, SAR-SEP and Simple IRAs: You understand that a funds transfer is a contribution to the targeted IRA account type for a current year and/or prior year contribution based upon the verbal instructions you provide to Janney. If no instructions are given, all contributions will default to the current year. You understand that any contribution made to an IRA account for which you are the owner is subject to the terms and conditions Janney provided you upon the opening of the IRA account. For prior year employer contribution journals being made after the IRS tax filing deadline, you certify the contribution is being made by the due date of the employer s tax return, including extension. You also understand that Janney can accept contribution requests only if the requests are made prior to the deadline established. ELECTRONIC FUNDS TRANSFER ( EFT ) The EFT service enables you to invest or withdraw a specified amount between your checking account at your local bank (as permitted) and your Janney account each month. Once a month (on a date to be determined by you) the funds you designate on the EFT application will be electronically transferred from your bank account and deposited into your Janney account or withdrawn from your Janney account and deposited into your bank account. If you wish to have funds electronically transferred between your Janney account and your bank account, please contact your Financial Advisor to obtain an EFT application. Please submit the completed EFT application, along with a voided check from the bank account to which your money is to be debited or credited each month. Janney requires the signatures of all the bank account holders exactly as they appear on the bank account if they differ from the holders of the Janney account. LOSSES DUE TO EXTRAORDINARY EVENTS Janney shall not be liable for loss caused directly or indirectly by war, natural disaster or other acts of nature, terrorism, civil unrest, government restrictions, exchange or market rulings, extraordinary market volatility, exchange conditions, trading halts or any other conditions beyond its control. TERMINATION Either Janney or you may terminate this Agreement at any time, effective upon mailing written notice to the other party. If the Agreement is terminated, you will continue to be responsible for any obligation incurred by you prior to termination. Janney reserves the right to reject an account agreement or at any time to close an account or suspend services provided under this Agreement. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth and other information that will allow us to identify you. We may also ask to see your driver s license or other identifying documents. You hereby expressly consent to allowing Janney to contact credit CLIENT AGREEMENT AND DISCLOSURES PAGE 4

5 bureaus and/or other third parties to verify the information you have provided on the Client Agreement. CASH SWEEP PROGRAM As a convenience to our clients, Janney maintains a cash sweep program ( Sweep Program ) with three investment options: FDIC Insured Sweep Program ( Insured Sweep Program ), Dreyfus Money Market Sweep Program ( Dreyfus Sweep ) and Tax-Advantaged Money Market Sweep Program ( TAMM ). Each option has certain eligibility requirements which are described in greater detail below. Janney may change the products available under the Sweep Program from time to time with notice to you. You affirmatively consent to participation in Janney s Sweep Program by signing the Client Agreement with Janney. However, you may revoke your consent to participate in the Sweep Program at any time by informing your Financial Advisor and completing the necessary forms. If you decline participation in the Sweep Program, the cash portion of your account(s) will remain as a free-credit balance until you instruct your Financial Advisor to invest such balance. Janney does not pay interest on free-credit balances in Janney accounts. The yields and rates of return for deposit accounts in the Insured Sweep Program are different, and may be lower or higher, than the yields and rates of return for the money market mutual funds available in Dreyfus Sweep and TAMM. A discussion of the characteristics and administration of the Sweep Program as well as a discussion of client rates of return follows below. You may make a withdrawal from any of the Insured Sweep Program options on any business day. Withdrawals may be effected through any of the features available to your account (e.g., check, ATM/debit card) or by contacting your Financial Advisor. INSURED SWEEP - GENERAL Unless the account is an ERISA advisory account or you have selected an available money market sweep option, you authorize Janney to open a sweep account through your eligible Janney account(s) in the Federal Deposit Insurance Corporation ( FDIC ) insured cash sweep program ( Insured Sweep Program ). All accounts, other than ERISA advisory accounts, are eligible to participate in the Insured Sweep Program. Under the Insured Sweep Program, free credit balances (i.e., cash) in your account as a result of deposits or the sale of securities are automatically deposited or swept into an interest-bearing bank deposit account. Cash deposited in the Insured Sweep Program accounts at program banks are not subject to market risk and value loss, but are subject to the risk of a bank s failure. In the unlikely event that a program bank fails, the balances in the deposit accounts in the Insured Sweep Program are insured by the FDIC up to FDIC deposit insurance coverage limits, and are not covered by Janney or Securities Investor Protection Corporation ( SIPC ). Under the Insured Sweep Program, your freecredit balances may be deposited at more than one bank, increasing the potential amount of FDIC insurance available to you. The Insured Sweep Program provides up to $2.5 million of FDIC coverage for individual accounts, up to $5 million of FDIC coverage for joint accounts, up to $2.5 million for certain retirement accounts, and up to $2.5 million for corporate accounts. You are responsible for monitoring the total amount of deposits at each Insured Sweep Program bank to determine the extent of FDIC insurance coverage available to you under this program. Other deposits, including certificates of deposit, which you maintain directly with a program bank or through an intermediary (such as Janney or another broker) in the same capacity will be aggregated with deposits in the Insured Sweep Program for purposes of calculating the FDIC deposit insurance coverage limit. A complete list of the banks utilized in the Insured Sweep Program is located on our website at Janney.com/cash. The above description of the availability of FDIC insurance for available cash deposited at the bank(s) is not a comprehensive discussion of the FDIC insurance rules that may apply to your situation. Additional FDIC information may be obtained by contacting the FDIC call center at ASK-FDIC ( , [TDD]), by letter (FDIC, Deposit Insurance Outreach/ Division of Supervision and Consumer Protection, th Street, N.W., Washington, DC ), or by accessing the FDIC website at fdic.gov. INSURED SWEEP - INTEREST RATES All Accounts, Other Than ERISA Advisory Accounts and Discretionary Advisory IRA Accounts Interest rates paid on your cash balances swept under the Insured Sweep Program are determined daily by Janney based upon a variety of factors including the interest rate paid by the program banks on the aggregate balances of the deposit accounts, the fees deducted by Janney out of such interest rates for certain administrative accounting, recordkeeping and other services, and prevailing economic and business conditions. Generally, the yields and rates of return for bank deposit accounts will differ and will be tiered based on your household balance (see definition of household below). However, eligible advisory accounts will receive the highest interest rate available at the time of investment regardless of household balance. Interest accrues and is compounded daily beginning on the day the bank receives funds from Janney. Accrued interest is credited to your account on the last business day of the month. If you make a withdrawal, interest will be paid through the day prior to the day of withdrawal. As referenced above, Janney is compensated based on the difference or spread between the interest rate paid by the bank on the amounts deposited in the deposit account and the rates that Janney offers to its clients. The tier applicable to your household accounts will be determined by Janney on a monthly basis calculated as of the last business day of the preceding calendar month. The interest rate tiers are currently as follows: Interest Rate Tier Total Aggregate Asset Level (of household accounts) Tier 4 > $1 Million Tier 3 $500,000 - $999,999 Tier 2 $250,000 - $499,999 Tier 1 < $250,000 The interest rate tiers and tier aggregate assets levels are current as of the date referenced in the page footer to this Client Agreement but may change over time with notice to you. Cash balances in new accounts will be placed into Tier 4 through the end of the month in which the account is opened. Thereafter, the cash balances will earn interest in accordance with the applicable tier level based on the aggregate value of the assets in your household accounts (minus any liabilities). For current interest rate tiers and applicable interest rates, go to Janney.com/cash. Discretionary Advisory IRA Accounts (All Advisory IRA accounts Other Than Partners Advisory) The method for calculating the interest rate on cash balances in discretionary advisory IRA accounts in the Insured Sweep Program is different from the methodology referenced above. The interest rate on these accounts is determined by the amount of interest the program banks are willing to pay on the aggregate balances in the applicable deposit accounts minus the fees paid to Janney and other parties without regard to household size. Janney receives a level monthly fee for each discretionary advisory IRA account in the Insured Sweep Program. This amount is determined based upon a fee schedule indexed to the Federal Funds Target (FFT) Rate. Janney s per account monthly fee is administratively managed to be no less than $0.50 and no more than $ It is generally anticipated that Janney s fees will be offset by the total amounts paid by the program banks. If Janney does not receive sufficient payments each month from the banks, we reserve the right to debit the account for the amount of any shortfall. CLIENT AGREEMENT AND DISCLOSURES PAGE 5

6 More information about the Insured Sweep Program, including the interest rate tiers and yields, is available from your Financial Advisor or by visiting janney.com/cash. MONEY MARKET SWEEP: Dreyfus Taxable Money Market Sweep ( Dreyfus Sweep ) and Tax-Advantaged Money Market Sweep ( TAMM ) If you selected one of the money market funds available for your account type under the Dreyfus Sweep or TAMM, you authorize Janney to open a sweep account in the designated money market fund. ERISA advisory accounts that participate in the Sweep Program authorize Janney to invest available cash balances in the Dreyfus Government Cash Management Fund - Institutional Shares (DGCXX). The Dreyfus Government Cash Management Fund is the only Sweep Program option available to ERISA advisory accounts. Your deposits in the money market sweep options will earn dividends based on the interest and income realized by the funds underlying investments. The dividends earned on the shares in the funds will not be payable in cash but will be reinvested each month in additional shares of the applicable fund at the then current net asset value. Rates of return you receive on your fund selections will vary from fund to fund, because such rates are based on the investment made by the funds net of such fund s operating expenses. Some funds invest in certain securities, the income from which is exempt from federal and/or state income tax. The rates of return on funds will differ from the interest rates available in the Insured Sweep Program. For a complete list of funds available to your account, please contact your Financial Advisor. There is no guarantee that the rate of return or the yields will equal or exceed rates of return or yields available at other financial institutions or invested in other products similar to your money market fund sweep option. Yields fluctuate and past performance is no guarantee of future results. For more information about the current rate of interest or yield you are receiving in the money market fund sweep option and current rates of return offered by other cash alternatives, please go to the Money Market & Margin Rates link available at Janney.com/ cash or contact your Financial Advisor. Money market mutual funds are registered with the SEC pursuant to the Investment Company Act of 1940, which imposes special rules on such funds. Money market mutual funds invest in high quality, short-term securities and seek to maintain a stable net asset value, but are subject to market risks and potential loss of value. Prior to or upon investing in a fund you will receive a prospectus describing the money market fund. You should consider the investment objectives, risks, charges and expenses of each money market fund carefully before investing. This and other information is found in the prospectus or summary prospectus. Assets invested in money market funds are not held in bank accounts nor are they deposits of, insured or guaranteed by, the U.S. government, any financial institution, the FDIC or the Federal Reserve Board. Investments in money market funds are covered by SIPC. Additional information about SIPC coverage is located at the end of the Client Agreement. For all funds other than Dreyfus Government Cash Management Fund, Janney will receive a monthly fee from the money market fund, or its distributor, for distribution and shareholder services provided by Janney in connection with the sale of money market funds available under the Dreyfus Sweep and TAMM. The fee is based on a fixed percentage rate applicable to each fund. These fees paid to Janney defray the various costs of offering the program to Janney clients, including those associated with (a) program features, such as the daily sweep arrangement, purchases, redemptions, dividend reinvestments, and transfers; and (b) money fund investments, including sub-account, statement preparation and distribution, distribution of program materials, and responding to investment-related inquiries. If at any time you change your account from a brokerage account to an advisory account (other than an ERISA advisory account), you authorize Janney to change the sweep option for your account to Insured Sweep, as necessary. Additionally, if at any time you change your account from an advisory account to a brokerage account, you authorize Janney to change the sweep option for your account to Insured Sweep, as necessary. Notwithstanding the foregoing, if you transition to an ERISA advisory account, you authorize Janney to change your sweep option to the Dreyfus Government Cash Management Fund - Institutional Shares (DGCXX). More information about the Sweep Program is available from your Financial Advisor or by visiting HOUSEHOLD/HOUSEHOLD GROUP Janney households are used to determine the level of benefits and fee waivers that will be applied to Janney accounts. A household is defined as one or more accounts with the same mailing address or Social Security/Taxpayer Identification Number that are serviced by the same Financial Advisor or FA Team. Janney determines your household balance by aggregating the account balances that make up the household. Additionally, a household can be linked to another household to receive certain benefits and fee waivers. The household with the largest asset balance will set the level of benefits and fee waivers for all accounts in the linked household group (i.e., balances and fee waivers are not determined by the combined assets of accounts in all linked households). Households can only be linked together if the account owners in households to be linked are family members, defined for this purpose as a grandparent, parent, child, or grandchild. Janney is not responsible for identifying those eligible accounts that you may wish to have linked for purposes of determining your household balance. If you would like Janney to consider accounts to be linked, please notify your Financial Advisor, who will provide you with more information on linking Janney accounts. It is your obligation to notify your Financial Advisor of accounts that you would like to be linked as a household. Janney reserves the right to approve or deny requests to link accounts and households in its sole discretion. CHECKWRITING You may access the value of your Sweep Account with checkwriting privileges established by Janney at BNY Mellon. Each check is a draft, which is an authorization to Janney to redeem the amount from your Sweep Account, and is payable through BNY Mellon. There is no minimum dollar amount for checks written. Each business day, BNY Mellon will notify Janney of checks written by you and presented to BNY Mellon for payment. When notified, Janney will reimburse BNY Mellon for your checks by debiting the Sweep Account. Cancelled checks will not be returned. You may request copies of specific checks, in which case a fee will be charged. The combined monthly account statement will list each check paid, including date written and payee name, and optional expense codes. In the event a check is presented for an amount in excess of the Sweep Account, you may be eligible to borrow against margin through your Janney account. Check with your Financial Advisor for details. Use of the checkwriting service is subject to applicable fees, including but not limited to, fees for stop payment on checks, checks returned for insufficient funds, wire transfers and copies of checks. These fees and charges are subject to change and additional fees and charges may be added. All fees will be charged to your Janney Advantage Program. To place a stop payment on a check, you must call Janney at and ask for Janney s Treasury Management Services Department. Allow for a reasonable time to act on your stop payment order. The stop payment order will remain in effect for one year. Stop payment orders may be renewed by you each successive year. Janney reserves the right to restrict the checkwriting privilege on accounts averaging more than forty (40) checks per month. CLIENT AGREEMENT AND DISCLOSURES PAGE 6

7 FREE CREDIT BALANCES Janney does not pay interest on free-credit balances in Janney Accounts. However, if Janney did pay interest on free-credit balances, it would only be permitted to pay interest on free credit balances arising as a result of securities trading activities pursuant to federal law and FINRA rules. In the ordinary course of its business, Janney may use a free credit balance in your account, subject to the limitations contained in SEC Rule 17 CFR c3-3. You may demand and receive from us during normal business hours the delivery of any free credit balances to which you are entitled, any fully-paid securities to which you are entitled, or any securities purchased in your margin account upon full payment of any indebtedness to Janney. Janney may charge you for the delivery of physical securities to you. Please see Janney s Schedule of Account Service Charges at Janney.com for more information about this charge. ORDER FLOW DISCLOSURE Janney routes orders for execution to all principal exchanges and particular broker/dealers or market centers. Janney receives payment for order flow either in cash payment or in reduced clearing costs at the various exchanges. In all cases, orders are subject to price improvement from the national best bid or offer and never are executed at less than the best bid or offer. PARTIALLY CALLED BONDS Per FINRA Rule 4340 (Securities Callable in Part), when bonds are called in part (i.e. less than the entire amount outstanding is called for redemption), Janney is required to run an impartial lottery which calls bonds from client accounts on a randomly selected basis and holds them until the applicable redemption date. The process by which client accounts are randomly selected can be found on the Janney website at: education/investment-disclosure/partially-called-bond-lottery-process. MUTUAL FUND TRANSACTIONS Generally, Janney transacts trades in mutual funds utilizing National Securities Clearing Corporation s Fund/SERV system. Most mutual fund business is transacted by Janney through an omnibus platform, meaning that Janney is solely responsible for all communications with our clients relating to mutual fund trades and transaction reporting. Where we conduct mutual fund business through an omnibus platform, clients have no privileges directly with any mutual fund company. In such instances, all mutual fund buy and sell orders must be placed through Janney, all inquiries relating to mutual fund positions must be directed to Janney, and all transaction confirmations and account statements relating to mutual fund positions will be issued by Janney. You acknowledge that Janney will utilize an omnibus platform as the default for most mutual fund business in your account. TRADING ON PARITY NOTIFICATION Under New York Stock Exchange Rules, a specialist is permitted to trade on parity with orders in the crowd when the specialist is establishing or increasing his position, so long as floor brokers representing orders in the crowd do not object to such practice. If you object to a specialist trading on parity with your order, the specialist would be obligated to honor such a request and refrain from trading on parity. Unless you inform us otherwise, Janney will handle your orders as if you have no objections to a specialist trading on parity with your order. Should you wish to object to this practice for all orders or certain types of orders, please notify Janney in writing at the following address: Janney Montgomery Scott LLC, Attn: Capital Markets Compliance, 1717 Arch Street, Philadelphia, PA If you wish to object to a specialist trading on parity with an individual order, please inform your Financial Advisor when you place your order. MARGIN ACCOUNT TERMS If you have selected margin for your account, the following provisions shall also govern your Agreement with Janney: Investing on margin involves the extension of credit to you, and your financial exposure could exceed the value of securities in your account. By selecting margin for your account, you acknowledge and agree that you have examined your financial situation and needs, investment objectives and tolerance for risk, and have determined that margin financing is suitable and appropriate for you. You further acknowledge and agree that you have made this determination independently, and not solely based on the recommendation of Janney. When you purchase securities on margin, you must provide cash (or acceptable securities having an equivalent loan value) which is at least sufficient to comply with the requirements of Regulation T of the Federal Reserve Board. The difference between the total cost of the purchase and the cash supplied by you is the amount of Janney s loan to you, and this is what Janney refers to as your Debit Balance. It is this Debit Balance upon which interest is charged. Each additional purchase by you and any charges to your account add to your Debit Balance. Charges include interest charges and those that may be completely unrelated to your loan, such as charges made by a Transfer Agent for transferring your securities, or charges for dividend claims, or interest in a cash account due to repayment of funds. Adjustment will be made to your Debit Balance for any balance you may have in a cash account you may keep with us. Interest will not be paid by Janney on any temporary credit balance which may occur in your margin account. Interest is charged against your Debit Balance on a daily basis, and each day s charge is accumulated into a monthly total. Janney s Interest Period will begin on the Thursday before the last Friday of the prior month and end with the Wednesday before the last Friday of the current month. Therefore, in verifying Janney s interest charge, it is necessary to use your prior month s statement. The computation is made as follows: (1) List the Net Debit Balance in your account and the Rate of Interest on the first day of the Interest Period. (2) Note the number of days this Net Debit Balance and the Rate of Interest remained unchanged. (3) List each succeeding new Net Debit Balance or each change in the Rate of Interest and the number of days both the Net Debit Balance and the Rate of Interest remained unchanged until you have accounted for each day of the Interest Period. (4) Finally, to compute the interest charged to your account for the Interest Period, multiply each Net Debit Balance by the Rate of Interest then in effect and by a fraction, the numerator of which is the number of days that particular Net Debit Balance and Rate of Interest remained unchanged, and the denominator of which is 360. The sum of these products equals the interest charged for this Interest Period. Janney s monthly statement shows (1) the Opening Balance of the Statement Period, (2) the Closing Balance of the Statement Period, and (3) your Rate of Interest (or, if there was a change during the month, your Rates of Interest) and the amounts of interest charged at each Rate. Please note again that to use these figures to verify the interest charged to your account in any month, you will need not only the statement for that month but also the statement for the month preceding it. Under certain circumstances, interest may be charged on an account even though the statement does not indicate a Debit Balance. This situation will arise when the proceeds of a sale have been paid to you prior to the firm s receipt of good delivery stock. This situation also will arise if you make good delivery prior to settlement date and also accept payment prior to settlement date, in which case interest will be charged up to the settlement date. CLIENT AGREEMENT AND DISCLOSURES PAGE 7