Effective January 1, Portfolio Connection Brokerage Account. Disclosure and Agreement

Transcription

1 Effective January 1, 2013 Portfolio Connection Brokerage Account Disclosure and Agreement

2 Table of Contents 1. GENERAL DISCLOSURES AND DEFINITIONS A. Meaning of Words in This Agreement B. Customer Identification Program (CIP) Notice C. Customer Due Diligence D. English Language Controlling E. Headings F. Business Days G. Transaction Settlement Deadlines H. Extraordinary Events I. Governing Law and Applicable Regulations J. Clearing Broker Relationship/Safekeeping K. Notice to Customers L. Contacting Me by Telephone M. Amendments/Termination N. Waivers O. Severability 2. BROKERAGE FEATURES A. General i. Authority and Ownership ii. Appointment of Investment Services as Agent iii. Investment Objectives iv. Fees and Charges v. Statements/Confirmations vi. Statement Householding vii. Use of Nominees viii. Use of Institutional Delivery System ix. Collection Obligations x. Non-Personal Transactions or Instruction Requests xi. Corporate Actions and Advice xii. Account Information Released to Issuers of Securities xiii. Purchase and Sale Orders/Interest and Dividends/ Custody a. Purchase and Sale Orders b. Interest and Dividends c. Custody xiv. Core Account Investment Vehicle a. Money Market Mutual Fund b. Bank Deposit Sweep Program c. General Information xv. Joint Accounts xvi. Power of Attorney xvii. Security Interest xviii. Taxation of Account xix. Account Protection

3 xx. Dividend Reinvestment xxi. Payment for Order Flow B. Account Features i. Core Account Investment Vehicles for Sweeps ii. Online Investing and Telephone Investing a. Disclaimers b. Limitations of Liabilities c. Confidentiality d. Re-dissemination e. Trading f. Termination iii. Payment of Checks and Other Transactions iv. Check-Writing Privileges v. Margin Orders/Loans and Options (Requires Separate Applications and Approval) vi. Transfer on Death (TOD) Designation Portfolio Connection Agreement Investments available through UnionBanc Investment Services LLC, a registered broker-dealer, investment advisor, member FINRA/SIPC, and subsidiary of Union Bank, N.A.: Are not bank deposits Are not obligations of, or guaranteed by, UnionBanc Investment Services LLC, any bank, or any subsidiary or affiliate thereof Are not insured or guaranteed by the FDIC or by any other government agency Involve investment risk, including the possible loss of principal This Agreement governs the terms and conditions of my Portfolio Connection Brokerage Account with a) UnionBanc Investment Services LLC ( Investment Services ), the Introducing Broker; b) National Financial Services, LLC ( NFS ), a FINRA member firm, the Clearing Broker; and c) Union Bank, N.A. ( Bank ), when they have accepted it in their respective offices. A Portfolio Connection Brokerage Account with Investment Services provides (i) the cash management investment option to automatically sweep uninvested cash balances on a daily basis into a money market mutual fund or a bank deposit, and (ii) the convenience of bill-paying services without having to open a bank account. This Agreement also governs the terms and conditions of the cash management features of my Portfolio Connection Brokerage Account and the related processing provided by the Bank. This Agreement, the All About Personal Accounts & Services Disclosure and Agreement, and either the UnionBanc Investment Services Bank Deposit Sweep Program (BDSP SM ) All About & Disclosure Document or the prospectus for the HighMark California Tax-Free Money Market Fund as applicable to my sweep feature and the related Portfolio Connection Brokerage Account Application constitute the entire Agreement between the parties with respect to my Portfolio Connection Brokerage Account. All previous Portfolio Connection agreements and instructions, whether written or oral, between Investment Services, NFS, and/or the Bank and me are hereby superseded. Upon account acceptance by Investment Services and NFS, I will have a Portfolio Connection Brokerage Account through Investment Services and held at NFS to be used for buying and selling permissible securities and other permissible properties, and for conducting other permissible transactions according to my instructions. I understand that Investment Services or NFS can change the Core Account Investment Vehicle(s) available for my account at any time, including changing the Core Account Investment Vehicle from a mutual fund to a bank deposit account. In consideration for Investment Services and NFS s accepting my account(s), I agree to the following provisions: For information regarding your Portfolio Connection Cash Management Features and Services, please refer to the All About Personal Accounts & Services Disclosure and Agreement. 1

4 1. GENERAL DISCLOSURES AND DEFINITIONS I AGREE THAT I WILL OBTAIN AND READ THE PROSPECTUS OF ANY MUTUAL FUND AND THE OFFERING MEMORANDUM FOR ANY NEW ISSUE SECURITY THAT I INSTRUCT INVESTMENT SERVICES AND/OR NFS TO PURCHASE. A. Meaning of Words in This Agreement As used in this agreement, I, me, my, our, us, and we refer to the person(s) who signed this Agreement and others who are legally obligated on the Portfolio Connection Brokerage Account and/or are authorized to take actions with respect to investments in the Portfolio Connection Brokerage Account on my behalf, or the entity on whose behalf this Agreement is executed. You and your refer to Investment Services, NFS, and/or the Bank as the context requires, and their officers, directors, agents, and/or employees. References to a Portfolio Connection Brokerage Account include both the brokerage and settlement services; features and transactions for the affiliated Core Investment Account Vehicle I have with Investment Services, the Bank, and NFS; and cash management services, features, and transactions conducted and processed by the Bank. Cash management services provided by the Bank may include, but are not limited to, check cashing, ATM deposits and withdrawals, and wire and ACH transfers. A complete listing of services and fees is contained in the Portfolio Connection Handbook and Fee Schedules, respectively. References to securities mean permissible securities of any kind, whether for present or future delivery. The words other property mean permissible investments other than securities, available in U.S. markets, including money market instruments and financial instruments, such terms to include, but not be limited to, certificates of deposit, bankers acceptances, and commercial paper. Reference to transactions means permissible transactions in securities and other property available in U.S. markets, including, but not limited to, wire transfers, checks, ATM deposits and withdrawals, and ACH payments. B. Customer Identification Program (CIP) Notice 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 and/ or entity that opens an account, and to understand the anticipated activity of the account. What this means to me: When I open an account, you will ask for my name, street address, date of birth (for individuals), and other information that will allow you to identify me. You will also ask to see my driver s license, tax identification number, or other identifying documents. C. Customer Due Diligence Customer ID/USA PATRIOT Act and Transaction Information Requirements. To aid Investment Services and NFS in complying with the USA PATRIOT Act and related laws and regulations, you may also ask me for specific information regarding the nature of anticipated activity, the sources of my funds, the purposes of transactions, 2 the relationship I have with persons to whom I send funds and the persons who send funds to me, the anticipated frequency of such transactions, the ultimate beneficiaries of funds I send and receive, and other questions that may help to clarify the nature and purpose of transactions. This information may include the full name, permanent address, Social Security and/or Employer Identification Number, driver s license or passport, or occupation or profession for the individual conducting the transaction. If this information is not provided, I acknowledge and agree that you are required to refuse to handle the transaction. You may, at your sole discretion, elect not to open an account; to limit, restrict, or refuse to process transactions in an existing account; or to close any existing account, with or without cause. This will typically be done if you are not able to understand the purpose of the account, the structure of an organization, the authority of the signers, the documentation provided, or the general risk associated with the establishment of the account, and to comply with the USA PATRIOT Act and related laws and regulations. You may elect not to disclose the specific reason. D. English Language Controlling I agree that English is the controlling language of this Agreement and of the Portfolio Connection Brokerage Account and services described or referred to herein. In case of any disagreement between English and another language you may use in communicating with me in writing, the English language version is controlling, unless you agree otherwise with me in writing or the laws governing my account specifically require a different result. I agree that all written instructions I give you (for example, traditional paper checks) will be in English. I further agree that you may decline to process requests, such as checks, drafts, or other instruments for the payment of funds written in a language other than English, whether issued by me or another person, without liability on your part. E. Headings Headings are for convenience only and are not part of this Agreement. F. Business Days For the purpose of this Agreement, business days are Monday through Friday, excluding legal holidays. G. Transaction Settlement Deadlines Unless notified to the contrary, I need to pay for all transactions by 2:00 p.m. Eastern Time/11:00 a.m. Pacific Time on the settlement date and deliver all securities and other property in time for you to receive them one business day before the settlement date. You and NFS reserve the right to cancel or liquidate, at my risk, any transactions not settled in a timely way. I understand that under current securities settlement rules, settlement of securities trades and trades of other property ranges between the same day as the trade and three business days from the trade. 3

5 H. Extraordinary Events Neither Investment Services, NFS, nor the Bank shall be liable for any loss or delay caused directly or indirectly by war; natural disasters; government restrictions; exchange or market rulings; extraordinary exchange or market conditions, including volatility and trading volumes; telecommunications, utility, or equipment failures; or other conditions beyond Investment Services, NFS s, or the Bank s reasonable control. I. Governing Law and Applicable Regulations This Agreement and all transactions hereunder shall be governed by the laws of the state of California without giving effect to the choice of law or conflict of laws provisions thereof. All transactions for my Portfolio Connection Brokerage Account shall be further subject to the regulations of all applicable federal, state, and regulatory agencies, including, but not limited to, the Securities and Exchange Commission; the applicable self-regulatory organizations; the Board of Governors of the Federal Reserve System; the Office of the Comptroller of the Currency; and the constitution, rules, and customs of the exchange or market where executed. Actual deliveries are intended on all transactions. I agree not to exceed the exercise limits and/or position limits set by the option exchanges for my Portfolio Connection Brokerage Account, acting alone or in concert with others. J. Clearing Broker Relationship/Safekeeping I understand that all information supplied by me will be subject to verification, and I warrant that all information I have provided on the Portfolio Connection Brokerage Account Application is correct. I understand that Investment Services has entered into an agreement with NFS to execute and clear all brokerage transactions. NFS will provide margin loans if authorized. I understand that neither Investment Services nor NFS provides investment advice for the purchase or sale of options in connection with this Portfolio Connection Brokerage Account, nor do you give advice or offer any opinion with respect to any stocks or options, and that no fiduciary relationship exists. Transactions for securities and other property may also be executed through other entities, including the Bank and its affiliates, and I acknowledge and agree that the Bank or an affiliate may serve as principal and receive compensation. I understand that securities and other property purchased for my Portfolio Connection Brokerage Account may be held by NFS, and such securities and cash will be protected by the Securities Investor Protection Corporation (SIPC) to the maximum amount allowed by law. I understand that other property may be held with other entities and such property may or may not be protected by SIPC. I further understand that my Portfolio Connection Brokerage Account may consist of accounts at NFS and other entities simultaneously. Certain securities and other property may not be held for safekeeping with NFS but, instead, may be held with the Bank s Global Markets division. Such safekeeping services are not offered through the Bank s Trust/Custody group. Certain services and features offered through my Portfolio Connection Brokerage Account may not be available for securities and other assets safekept by 4 the Bank s Global Markets division, such as securities held on margin. The Bank or its affiliates will provide me with statements/ confirmations for the securities and other assets that it or they safekeep on my behalf. Separate fees may apply. K. Notice to Customers Financial Industry Regulatory Authority (FINRA) Rule 4311 requires that the allocation between Investment Services and NFS of certain functions regarding the administration of my Portfolio Connection Brokerage Account be disclosed to me. The following is a summary of the allocation services performed by Investment Services and NFS. A more complete description is available upon request. Investment Services is responsible for: (1) Obtaining and verifying Portfolio Connection Brokerage Account information and documentation (2) Opening and approving my Portfolio Connection Brokerage Account (3) Transmitting timely and accurate instructions to NFS with respect to my Portfolio Connection Brokerage Account (4) Determining the suitability of investment recommendations and advice that Investment Services provides (5) Operating and supervising my Portfolio Connection Brokerage Account and its own activities in compliance with applicable laws and regulations, including compliance with margin rules pertaining to my margin account (6) Maintaining the required books and records for the services it performs, and (7) Advising me of margin requirements and ensuring that my account remains in compliance with applicable federal, selfregulatory, industry, and NFS margin requirements if I have a margin account. NFS shall, at the direction of Investment Services: (1) Execute, clear, and settle transactions processed through NFS by Investment Services (2) Prepare and send transaction confirmations and periodic statements of my Portfolio Connection Brokerage Account (unless Investment Services has undertaken to do so) (3) Act as custodian for funds, securities, and other property received by NFS on my behalf (4) Follow the instructions of Investment Services with respect to transactions and the receipt and delivery of funds and securities for my Portfolio Connection Brokerage Account, and (5) Extend margin credit for purchasing or carrying securities on margin if I have been approved for margin borrowing. Investment Services is responsible for ensuring that my Portfolio Connection Brokerage Account is in compliance with federal, industry, and NFS margin rules, and for advising me of margin requirements. NFS shall maintain the required books and records for the services it performs. Certain pricing and other information may be provided by Investment Services, or obtained from third parties, that has not been verified by NFS. 5

6 L. Contacting Me by Telephone By opening or maintaining a Portfolio Connection Brokerage Account with you, I give you and your authorized representatives my express consent to contact me by telephone, whether cellular (mobile) phone or landline, to communicate with me about any aspect of my Portfolio Connection Brokerage Account relationship with you, including, without limitation, debts or other obligations that may arise from time to time under this Agreement or under any agreement referenced herein. I expressly consent to the use of prerecorded messages, artificial voices, and/or autodialed calls when you contact me by telephone. M. Amendments/Termination Investment Services, NFS, and the Bank may amend (add to, change, or delete), terminate, or restrict the services contemplated by this Agreement or provide me with additional disclosures, at any time, in any respect, effective upon 30 days advance notice to me. My use of the services provided hereunder, after you send such amendment, notice, or disclosure, shall constitute my agreement thereto. I have the right to terminate this Agreement at any time by sending written notice to: UnionBanc Investment Services LLC P. O. Box Los Angeles, CA In the event that Investment Services determines that the Core Account Sweep Vehicle in which my funds awaiting investment are invested is no longer an eligible Core Account Investment Vehicle, I authorize the withdrawal of my account balance from such Core Account Sweep Vehicle investment and agree that such funds may be invested in a different Core Account Investment Vehicle that (i) may not be a bank deposit; (ii) may not be eligible for FDIC insurance; and (iii) may not provide the same interest rate and/or rate of return as my previous Core Account Investment Vehicle. I will continue to be responsible for any obligations I incurred prior to any termination of this Agreement. Any termination will only affect transactions initiated after receipt of such notice, provided, however, that Investment Services, NFS, and the Bank, as applicable, have a reasonable time to act on it. Upon termination of this Agreement as provided above, you shall have a reasonable amount of time to transfer the securities and other property held in the Portfolio Connection Brokerage Account in accordance with my written instructions or those of the person or entity legally entitled to receive such securities and other property. After notification, all transactions will be restricted to those detailed in my instructions to transfer or liquidate my account. Your fees and costs related to termination, including, without limitation, costs for shipping securities and other property held in the Portfolio Connection Brokerage Account and costs of registering securities and other property, and generating reports and accounting for disposition of cash, shall be charged to the Portfolio Connection Brokerage Account. I will be responsible for notifying other third parties, such as government agencies and financial institutions, to redirect any direct deposits to or payments from my terminated Portfolio Connection Brokerage Account. N. Waivers I agree that you may delay enforcing your rights under this Agreement without losing them. Any waiver by you shall not be deemed a waiver of other rights or of the same right at another time. O. Severability If any provision of this Agreement is determined to be void or invalid, the rest of the Agreement will remain in full force and effect. 2. BROKERAGE FEATURES A. General i. Authority and Ownership I represent that I have the legal capacity to enter into this Agreement and am authorized to do so. I will provide you with all necessary documentation authorizing the opening of and effecting transactions in my Portfolio Connection Brokerage Account. I will be the owner of all securities and other property purchased, held, and sold in my Portfolio Connection Brokerage Account or will otherwise have the authority to purchase, hold, and sell securities and other property. The information I provide you with respect to opening my Portfolio Connection Brokerage Account is true and correct in all respects, and I will notify you of any material changes. I may not grant, transfer, or assign any of my rights under this Agreement to anyone else without the prior written consent of Investment Services and NFS. Ownership of this Portfolio Connection Brokerage Account is not transferable. If I am an employee of a broker-dealer or municipal securities dealer, I will notify you thereof at or before the time my Portfolio Connection Brokerage Account is opened, or at such later time as I become such. I authorize you to send duplicate confirmations to my employer or referring entity, respectively, if you are requested or required to do so. ii. Appointment of Investment Services as Agent I appoint Investment Services as my agent for the purpose of carrying out my directions with respect to the purchase and sale and settlement of securities and other property in accordance with this Agreement, and I assume all risks with respect to the purchase and sale of securities and other property. I authorize you to take such steps as are reasonably necessary to carry out my directions and your duties, including, but not limited to, appointing and using independent contractors or subagents, including National Financial Services, for Investment Services Portfolio Connection Brokerage Account. To carry out my directions, you and such agents are authorized to open and close my Portfolio Connection Brokerage Account; maintain 6 7

7 customer records; hold securities and other property in bearer, registered, or book entry form; and place and withdraw orders. For questions or problems on the Investment or Brokerage functioning of my Portfolio Connection Brokerage Account, I can contact: UnionBanc Investment Services LLC P. O. Box Los Angeles, CA Toll-free within the U.S Outside the U.S. iii. Investment Objectives As the account owner, I am responsible for ranking my account s investment objectives by order of importance. I understand that on the Portfolio Connection Brokerage Account Application I have provided you, I have ranked my investment objectives by order of importance and that rank number 1 has the highest importance. Neither Investment Services nor NFS can assure me that any given investment or strategy will achieve my investment objectives. The investments listed within each investment objective below are for illustrative purposes only. They reflect common types of investments often associated with such investment objectives. They are not intended to serve as investment advice. Preservation of Capital: Seeks to maintain principal Interested in investments with low risk of principal loss Typical Investments: Money market mutual funds High-quality, short-term fixed-income investments Income: Seeks to generate income from investments Interested in investments with low risk of principal loss Typical Investments: High-quality, short- and medium-term fixed-income investments Short-term bond funds Capital Appreciation: Seeks to grow principal value over time Willing to invest in securities with moderate to above-average risk of principal loss Typical Investments: Common stocks Equity mutual funds or index funds Trading Profits: Seeks to take advantage of short-term trading opportunities (a high-risk strategy) Typical Investments: Short-term purchases and sales of volatile or low-priced common stocks Equity or index options strategies such as puts or calls, spreads, straddles, and combinations Speculation: Seeks to significantly increase principal Willing to accept a greater degree of risk by investing in securities with a correspondingly higher risk of loss of principal Typical Investments: Lower-quality, fixed-income investments Initial public offerings (IPOs) Volatile or low-priced common stocks Equity or index options strategies such as puts or calls, spreads, straddles, and combinations Short-term or day-trading strategies Other: Other types of risks and investments that I designate A combination of the investment options listed above iv. Fees and Charges I understand that you will charge brokerage commissions and other fees for execution of my transactions. I understand that you may charge me for additional custody and/or safekeeping for securities and other property custodied and safekept by the Bank s Global Markets division. You may also impose various service charges and other fees relating to my Portfolio Connection Brokerage Account, including, but not limited to, fees and charges associated with the cash management transactions processed by the Bank. Fees and charges will be made in accordance with your then-prevailing fee schedule applicable to this Portfolio Connection Brokerage Account. Your compensation may consist of certain fees and allowances, including service payments or a percentage of a sales load that you may receive from mutual funds, as disclosed in the mutual fund prospectuses. In addition, you may receive distribution fees from a fund under a fund s 12b-1 plan. I understand that Investment Services may be paid a portion of this fee as compensation. I understand that purchases of no-load mutual funds directly from the issuer, principal underwriter, or distributor may be available without transaction fees. For further information, I will consult the applicable fund s prospectus. I agree to pay all such charges, commissions, and fees at your thenprevailing rates through my Portfolio Connection Brokerage Account, and I authorize you to debit my Portfolio Connection Brokerage Account for the amount thereof. I also understand that charges, commissions, and fees may be changed from time to time, and I agree to be bound thereby. 8 9

8 v. Statements/Confirmations I agree to promptly examine all statements and confirmations sent to me in connection with my Portfolio Connection Brokerage Account. I will notify Investment Services and NFS of any errors, inaccuracies, or discrepancies to information reported to me within 10 days after you make the statement available to me and within 5 days after you make a confirmation available to me. Otherwise, such information will be deemed approved by me. I will direct inquiries or concerns regarding my Portfolio Connection Brokerage Account or the activity therein to the Investment Services toll-free number within the U.S. at ; from outside the U.S. by calling ; by using the address on the Portfolio Connection Brokerage Account Application; or to NFS, which carries my Portfolio Connection Brokerage Account and acts as my custodian for funds and securities deposited with NFS by me through Investment Services, or as a result of transactions NFS processes for my Portfolio Connection Brokerage Account. NFS may be contacted by calling I agree to confirm any oral communication regarding inaccuracies or discrepancies in writing. When contacting either Investment Services or NFS, I will provide my complete Portfolio Connection Brokerage Account number. You may request that I provide such documentation as may be necessary to substantiate my claim. I may request a confirmation for any transaction effected on my behalf, and such confirmation shall be sent within the time prescribed by law. The market values, ratings, and prices reported on statements represent the prices, ratings, and values provided to Investment Services, the Bank s affiliates, and NFS by third-party quotation services that are generally recognized as industry experts and.believed to be reliable. Investment Services, NFS, and the Bank do not guarantee the accuracy of such values, ratings, and prices. The actual price at which securities may be bought and sold may be significantly different from those shown on the statement. vi. Statement Householding Unless I object, statement householding is an automatic service that links and consolidates all statements for my brokerage accounts, including Portfolio Connection, that meet certain criteria and sends these statements to me in one envelope. My brokerage accounts must meet the following criteria: (1) They have the same exact address in our records; (2) they all have the same registration code group (i.e., individual, joint, etc.); (3) the same Tax Identification Number (TIN) is used for all accounts; and (4) the same last name is associated with each TIN. For Uniform Gift to Minors Act (UGMA) and Uniform Transfers to Minors Act (UTMA) accounts, there is an exception to the exact TIN matching criteria. For these accounts, the Custodian s TIN is used for matching purposes, rather than the minor s TIN. The consolidated envelope will contain a statement for each account in the household relationship as well as a Consolidated Summary of Accounts page. If any account holder changes an address on any account in the household, then the account will be excluded from both the consolidated envelope and the Consolidated Summary of Accounts page. 10 If the above criteria are not met but I would still like to receive my statements in one envelope, I will contact Investment Services to request a statement householding form. vii. Use of Nominees You shall have the right to hold all registered securities and other property in the name of NFS or its nominee. viii. Use of Institutional Delivery System Notwithstanding any other provisions in this Agreement, I understand and agree that you may settle all securities and other property transactions effected by me through the use of an institutional delivery system. You may deliver or receive securities and other property in accordance with appropriate trade reports or statements received through an institutional delivery system in accordance with normal industry practices. ix. Collection Obligations You shall collect income and principal of which you have received actual notice in accordance with normal industry practices. You shall collect the income when paid and the principal when paid on maturity, redemption, and sale or otherwise. You shall be under no obligation or duty to take any action to effect collection of any amount of which you have not received actual notice nor shall you have any obligation to effect collection if the securities or other property upon which such amount is payable is in default, or if payment is delayed or refused after due demand is provided; however, you shall have no duty to make such demands. You shall credit any such payments according to the payment instructions I provide. x. Non-Personal Transactions or Instruction Requests To protect my account from unauthorized access, I acknowledge that you will accept transaction or instruction requests not made in person only if you can reasonably determine my identity. You may require me to use passwords or Personal Identification Numbers (PINs). You may contact me by telephone or use another means to authenticate my identity and validate my request. Unless I have made special arrangements with you, you have no obligation to act upon instructions I give you via facsimile transmission, text message, or , or leave by voic or on a telephone answering machine. Notwithstanding the foregoing, I authorize you to act on telephone, electronic, telex, wire, written, fax, and any other instructions you believe in good faith that I have authorized. For our mutual protection, I authorize you to monitor and record any telephone conversation without further reminding me of the monitoring and recording. An intermittent telephone beep tone constitutes notification that the phone call may be monitored and recorded, and that continued communication shall be deemed consent by me to monitoring and recordation of the conversation. 11

9 xi. Corporate Actions and Advice NFS or Investment Services, as appropriate, shall notify me of the actual receipt, if any, of notices of redemption, conversions, subscription rights, script certificates, and other such corporate actions on a best-efforts basis. You have no obligation to monitor financial publications or otherwise monitor for notices of corporate actions, and you are not obligated to respond or take any action unless directed by me. I assume all responsibility and risk for the investment, review, and reinvestment of all securities and other property in my Portfolio Connection Brokerage Account. You shall make all purchases, sales, exchanges, investments, and reinvestments only upon receipt of and pursuant to my instructions. You shall have no discretionary power or control over any decisions made by me or on my behalf, whether or not any advice you may render is used in my decision. I understand that any advice that you may render is solely incidental to the conduct of your business under this Agreement, that such advice will not serve as the primary basis for any decision by me or on my behalf, and that you may change your recommendations without notice to me. I further understand that you believe your advice is based on information from sources you consider reliable, but you do not warrant the accuracy, completeness, or reliability of information from such sources. In this regard, if you supply a prospectus, an offering circular, or other materials related to an investment, you similarly believe it is based on information from sources you consider to be reliable, but you do not warrant its accuracy, completeness, or reliability. I understand that you do not endorse any particular investment product, specifically including any mutual fund that is advised by your affiliates or you. xii. Account Information Released to Issuers of Securities Unless I instruct you otherwise, I authorize you to disclose my name, address, and securities positions to issuers in whose securities I hold a position. xiii. Purchase and Sale Orders/Interest and Dividends/Custody a. Purchase and Sale Orders. Securities or other property I may have in my possession must be received by you in good transferable form prior to execution of any sell order. Unless I specify that the order be executed on a specific exchange or market and you have agreed to such execution, you will, at your sole discretion and without prior notice to me, execute any order to purchase or sell securities in any location or on any market or exchange that such security is traded. I understand that if I request transactions to be executed on a specific market or exchange and you agree, separate fees may apply. I will not buy or sell any securities or other property of which I am an affiliated party, or sell any restricted or control securities, except in compliance with applicable laws and regulations and with prior notice to you thereof. Monies credited to a Portfolio Connection Brokerage Account that is invested in an affiliated money market mutual fund will 12 earn dividends, if any, as described in the Fund s prospectus. I understand that access to the shares of a mutual fund purchased or redeemed with checks may be withheld to assure that such checks have been finally paid. Such withholding may result in dishonor of other checks or of other debit items if monies are not otherwise available to me. b. Interest and Dividends. Interest and dividend payments with respect to the assets in my Portfolio Connection Brokerage Account will be credited to the affiliated money market mutual fund when paid. c. Custody. Unless you notify me otherwise, securities and other property in, and purchased/sold for, my Portfolio Connection Brokerage Account by the Bank will be held by the Bank pursuant to the additional custody or safekeeping provisions herein; and unless you notify me otherwise, securities and other property in, and purchased/sold for, my Portfolio Connection Brokerage Account will be held by NFS. xiv. Core Account Investment Vehicle UnionBanc Investment Services provides customers the opportunity to earn income on uninvested cash in their brokerage account through the Bank Deposit Sweep Program* or the affiliated money market mutual fund sweep option. The Deposit Sweep Option is the default Core Account Investment Vehicle for most types of UnionBanc Investment Services accounts, based on the type and nature of the account ownership. When the option you choose for your Core Account Investment Vehicle is the Bank Deposit Sweep Program, cash balances (or free credit balances) are automatically swept into an interest-bearing deposit account at Union Bank, N.A. Please refer to the Bank Deposit Sweep Program disclosure document for that product s specific product features. For the HighMark California Tax-Free Money Market Fund, carefully consider the investment objectives, risks, and charges and expenses before investing in a mutual fund. I acknowledge receipt of the prospectus, which contains this and other important information that was provided to me if I selected the money market mutual fund as my Core Account Investment Vehicle. I may also obtain a prospectus from a UnionBanc Investment Services Financial Advisor or by calling Please be sure to read the prospectus carefully before investing. a. Money Market Mutual Fund. You will promptly credit all proceeds from all transactions, including deposits, to my Core Account. If I have designated an affiliated money market mutual fund within which to settle transactions within my Portfolio Connection Brokerage Account, I acknowledge receipt of the prospectus for the designated affiliated money market mutual * Bank Deposit Sweep Program funds are FDIC insured when they have been swept into a Union Bank deposit account and are SIPC insured when they have been swept into a UnionBanc Investment Services brokerage account. Please note that FDIC and SIPC are two separate, unrelated insurance entities and have different types of coverage. For more information about FDIC coverage, please visit and for more information about SIPC coverage, please visit 13

10 fund, and I authorize but do not require you to automatically invest in such affiliated money market mutual funds on a daily basis, the free credit balances in my Portfolio Connection Brokerage Account (such balances defined as cash that may be transferred without giving rise to interest charges) in excess of $1.00, including interest and dividend paid to me. All investments must meet the fund s investment minimums. Money in my Core Account Investment Vehicle earns dividends, as described in the applicable fund s prospectus. If, in the future, I have a different money market fund for my Core Account Investment Vehicle, these provisions still apply. b. Bank Deposit Sweep Program. You will promptly credit all proceeds from all transactions, including deposits, to my Core Account. If I have a Bank Deposit Sweep Program as my Core Account Investment Vehicle, my Core Account credits (which are considered cash balances awaiting reinvestment) will be moved each day to the Bank Deposit Sweep Program. Money in the Bank Deposit Sweep Program earns interest, as described in the applicable disclosure document, and the rate of such interest paid is determined by the Bank, also as indicated in the applicable disclosure document, and may change at any time without notice to you. To learn more, please refer to the Bank Deposit Sweep Program disclosure document. c. General Information. I understand that any such automatic investment by you shall be subject to prior payment by you, and on my behalf, of any margin loan balances and any other obligation in my Portfolio Connection Brokerage Account, including, but not limited to, settlement of securities transactions. Amounts of less than $1.00 will be automatically invested weekly. For securities sold or purchased through you and any resulting credit or debit balances, I hereby authorize you to automatically settle all transactions through the affiliated Core Vehicle designated in the Portfolio Connection Account Application. In the event that I carry a margin account with NFS, I further authorize you to transfer from the designated Core Vehicle any sums necessary to maintain the required minimum equity in such margin accounts. In the event that the Core Vehicle contains insufficient available funds to cover the transaction, I authorize you to instruct the Bank to, and the Bank may, debit any of my/our savings, time, money market, or other deposit accounts at the Bank, or any such Bank accounts in which I have an interest for the amount of any insufficiency. My Portfolio Connection Brokerage Account statement details all activity in the Core Vehicle. This is provided in lieu of a confirmation that might otherwise be provided to me with respect to those transactions. xv. Joint Accounts If this is a joint account, I refers to all Portfolio Connection Brokerage Account holders, and each of the Portfolio Connection Brokerage Account holders jointly and severally agrees that any account holder has authority on behalf of the joint account to: Buy, sell (including short sales), and otherwise deal in stocks, bonds, options, and other eligible securities or other investments on margin or otherwise; Receive demands, notices, confirmations, reports, statements of accounts, and communications of every kind on behalf of the joint account; Receive money, securities, and property of every kind, and dispose of the same on behalf of the joint account; Make agreements relating to any of the foregoing matters and to terminate, modify, or waive any of the provisions of the agreement on behalf of the joint account; and Deal with Investment Services as fully and completely as if he or she alone were interested in this Account and without notice to the other account participants. All obligations and liabilities arising under this Agreement are joint and several, and may be enforced by Investment Services, the Bank, or NFS against any or all Account holders. Investment Services, NFS, and the Bank are authorized to follow the instructions of any joint Portfolio Connection Brokerage Account holder without notice to any other account holder in every respect and to deliver any or all monies, securities, or other property to any joint account holder upon the instructions of any joint account holder, or to any other person upon such instructions, even if such delivery or payment is to that joint account holder personally and not to the other(s). Investment Services, NFS, and the Bank will be under no obligation to inquire into the purpose or propriety of such delivery or payment and are not bound to inquire into the disposition or application of such delivery or payment. This authority remains in force until written notice to the contrary is addressed to Investment Services and delivered to its office. Investment Services or NFS, at their sole discretion and for their sole protection, may terminate the Portfolio Connection Brokerage Account upon receipt of such notice. However, Investment Services retains the right at all times to require written consent of all Portfolio Connection Brokerage Account holders prior to acting upon the instructions of any Portfolio Connection Brokerage Account holder. xvi. Power of Attorney If you honor a Power of Attorney, the person I designate to act for me is an authorized signer under this Agreement. All owners of a jointly held account must act together when I wish to authorize a person to act for me under a Power of Attorney. xvii. Security Interest Any credit balances, securities, or other property in which I may have an interest held by NFS, Investments Services, or the Bank shall be subject to a general lien for the discharge of my obligations to you, NFS, or the Bank, and any such securities or other property you may sell, transfer, or assign to satisfy a margin deficiency or other obligation, whether or not you have made advances with respect to such property. Without notice to me, such property may be carried in your general accounts, and all securities may be pledged, repledged, hypothecated, or rehypothecated separately or in common with other securities or any other property for the sum due to you, or for a greater sum, and without retaining in your possession and control 14 15

11 for delivery a like amount of similar securities or other property. At any time in your discretion, you may, without notice to me, apply or transfer any securities or any other property interchangeably between my accounts, whether individual or joint, from any of my accounts to any other of my accounts. xviii. Taxation of Account I am responsible for filing any and all tax returns and for paying the taxes on all securities and other property and income from my Portfolio Connection Brokerage Account. xix. Account Protection Securities in accounts carried by National Financial Services, LLC (NFS) are protected by the Securities Investor Protection Corporation (SIPC) up to $500,000 (including cash claims, which are limited to $250,000). NFS has arranged for additional insurance protection for cash and securities to supplement its SIPC coverage. Neither coverage protects against a decline in the market value of securities or to securities that are considered ineligible for coverage. I understand that an explanatory brochure of SIPC coverage is available upon request by contacting SIPC at or at xx. Dividend Reinvestment With this feature, all dividends paid by securities that I designate for reinvestment are automatically reinvested in additional shares of the same security. ( Dividends here means cash dividends and capital gain distributions but not cash-in-lieu payments, late ex-dividend payments, and special dividend payments.) In designating any security for reinvestment, I authorize NFS to purchase shares of that security for my account. To be eligible for this feature, a security must satisfy all of the following: Be a closed-end fund, domestic common stock, or an American Depository Receipt (ADR); Be margin-eligible (as defined by NFS); Be listed on the New York Stock Exchange or the American Stock Exchange, or traded on NASDAQ; Be held in street name by NFS (or at a securities depository on its behalf); and Not be held as a short position. Dividends are reinvested in shares that satisfy all of the following: The security is eligible for dividend reinvestment; Shares are owned on the dividend record date; Shares are owned on the dividend payable date (or the posting date, for shares handled through the DTC program described below), even if I sell them that day; Trade in the security has been settled on or before the record date; and The shares are designated for reinvestment as of 9:00 p.m. Eastern Time or 6:00 p.m. Pacific Time on the record date (or, if the record date is not a business day, then the last business day before the record date). 16 If I designate securities on an account-wide basis for dividend reinvestment, any ineligible securities I own will automatically be designated for reinvestment if and when they become eligible. If I designate securities individually for dividend reinvestment and want to designate a new security I am buying, I can do so when I place my order to buy the security; however, if I am buying through a limit order, I will have to reconfirm the dividend reinvestment designation at the end of every business week in which my order remains unfilled. If an issuer delays a dividend, the reinvestment will occur on the day the dividend is actually paid. Automatic dividend reinvestments often involve purchase of partial shares, calculated to three decimal places. Partial shares pay pro-rated dividends and can be sold if I sell my entire share position, and will be liquidated automatically in transfers and certain other situations. Although for dividend reinvestments my regular Portfolio Connection Brokerage Account Statement takes the place of a confirmation, I can obtain immediate information the day after the reinvestment date by contacting you. If I transfer or reregister my Portfolio Connection Brokerage Account with you (for example, by changing from individual to joint registration), I need to re-designate any securities whose dividends I want reinvested. At NFS s option, NFS may buy reinvestment shares through a program offered by the Depository Trust Company (DTC) that offers a share price discount of up to 5%. To find out which securities are currently available through the DTC, I may contact you. I understand the availability of securities in this program may change without notice. I also understand that DTC program transactions take longer to process: although the transactions are effective as of the dividend payable date, they are generally not posted to my Account until 10 to 15 days later. If I sell my dividend-generating shares before the posting date, the dividend will not be reinvested. To remove securities from the dividend reinvestment service, I will notify you in writing or by phone during business hours. You must receive my notification by 8:00 p.m. Eastern Time or 5:00 p.m. Pacific Time, one business day before the record date (or, if the record date is not a business day, then two business days before the record date). I acknowledge that dividend reinvestment does not assure a profit on my investments and does not protect against loss in declining markets. xxi. Payment for Order Flow Investment Services or NFS transmits customer orders for execution to various exchanges or market centers based on a number of factors. These include size of the order, trading characteristics of the security, favorable execution prices (including the opportunity for price 17