Stifel Account

Transcription

Stifel AccountAgreement and Disclosure Booklet

We are pleased that you have made Stifel your advisor of choice.At Stifel, placing our clients’ needs first is our top priority,and this approach has served us – and our clients – well formore than 130 years. It is an honor and a pleasure to serve you,and we value the trust you’ve placed in us.

There Are Risks In InvestingThe performance of your investments cannot be guaranteed by Stifel, Nicolaus & Company, Incorporated (“Stifel”). If you choose to investin products that are not insured by the U.S. Government, there is a risk to your principal. If you are not comfortable with this risk, youshould not purchase such investments through Stifel. Some investments are riskier than others. For example, some investments are lessliquid than others. Trading uncovered options is also riskier than other investments. The manner in which you invest can increase this risk.For example, if you invest on margin, you may lose more money than you invested. Before making any investment, you should understandthe investment product and the associated risks.When you authorize trades in your account, you are generally charged commissions, mark ups, or spreads.Your Financial Advisor is paid from these commissions. Your Financial Advisor is not paid to monitor your accounts or for makingrecommendations to you. If recommendations are available to your account (not all accounts are eligible to receive recommendations),and to assist your Financial Advisor in making recommendations, where available, for investments that meet your needs, it is yourresponsibility to provide accurate, timely information about your investment experience, investment objectives, liquidity needs, risktolerance, financial background, time horizon, and current or changing circumstances.It is your responsibility to monitor your account — you need to review your trade confirmations and monthly statements for inaccuraciesand to promptly notify Stifel management of any concerns or questions that you have. If you are concerned about the performance ofyour investments, you should promptly notify your Financial Advisor and consider whether making changes to your portfolio is warranted.Likewise, if your circumstances change, for example, as you get older or your financial conditions change, you should review your portfoliowith your Financial Advisor and consider making appropriate changes. Stifel does not provide legal or tax advice, so you should alsoconsider engaging the services of a professional estate planner, lawyer, and/or tax advisor.

Table of ContentsI. Definitions. 1II. Investment Objectives. 4A. Income. 4B. Growth and Income. 4C. Growth. 4D. Speculation / Active Trading / Complex Strategies. 4III. Risk Tolerance Classifications. 4A. Conservative. 4B. Moderately Conservative. 4C. Moderate. 4D. Moderate Growth. 4E. Moderately Aggressive. 4F. Aggressive. 5IV. Your Stifel Securities Account. 5A. Basic Terms and Conditions of Your Securities Account. 51. Previous Agreements. 52. Cancellation Provisions. 53. Liquidation of Collateral. 54. Margin Interest. 55. Asset Requirement. 56. Representations. 57. Available Funds. 68. Withdrawable Funds. 69. Responsibility for Transactions. 610. Recommendations Are Opinions, Not Facts. 611. Trading Results in Commissions, Fees, and Costs. 612. No Discretion Absent Written Authorization. 613. Transaction Dates. 614. Custody of Securities. 615. Estimated Annual Income and Yields. 716. Tax Information. 717. Lien and Provisions in the Eventof Failure to Pay or Deliver. 718. Late Charges. 719. Option Accounts. 720. Lost Certificates. 721. Stifel Information. 722. Investor Education and Protection. 723. Order Execution. 824. Extended Hours Trading. 925. Market Volatility Disclosure. 1026. Callable Securities. 1027. Calculations. 1028. Banking Law Disclaimer. 1029. Rules and Regulations; Governing Law. 1030. Your Obligations. 1131. Payments to Stifel. 1132. U.S. Patriot Act. 1233. Assets Not Held at Stifel. 1234. Notices and Communications. 1235. Errors and Inquiries. 1336. Confirmations and Statements. 1337. Complaints. 1338. Liability, Indemnification & Contribution. 1339. Compliance With Process. 1340. Attorney’s Fees and Costs. 1341. Arbitration. 1342. Waiver of Rights to Trial by Jury. 1443. Forum Selection Clause. 1544. Termination. 1545. Amendment. 1546. Severability. 1547. Binding Effect; Assignment. 1548. Volcker Rule Conflicts Disclosure. 1549. Trusted Contact Person Disclosure. 15B. Margin Accounts and Provision for Margin. 161. Extension of Credit on Margin. 162. Margin Maintenance. 163. Liquidation. 164. Payment of Indebtedness Upon Demand. 165. Pledge of Securities Account and Other Property. 166. General. 177. Credit Investigation. 178. Additional Margin Disclosure. 179. Statement of Credit Terms for Margin Accounts. 17C. Statement Values and Cost Basis. 181. Pricing and Rating of Securities. 182. Cost Basis Information. 183. Certificate of Deposit (CD) Price Disclosure. 184. Auction Rate Securities Price Disclosure. 19D. Specific Investment Product Disclosures. 191. Annuities. 192. Mutual Funds. 213. Options. 244. Unit Investment Trusts. 245. Fixed Income Securities. 246. Church Bonds. 257. Brokered Certificates of Deposit. 258. Preferred Stock. 269. Exchange Traded Funds (“ETFs”). 2610. Structured Investments. 26E. Important IRA Rollover Considerations. 27V. Provisions Specifically Applicable toFiduciary Arrangements. 28VI. Additional General Provisions for Joint Accounts. 28A. Joint Tenancy. 28B. Ratification. 28C. Inconsistent Instructions. 28D. Payment From Account. 28E. General Lien. 28F. Communications. 28G. Death. 28H. Community Property States. 28VII. Fee Schedule. 29VIII. The Stifel Automatic Cash Investment Service. 30A. Disclosure Statements. 30B. Terms and Conditions. 311. Automatic Investment of Free Credit Balances. 312. Insufficient Funds in a Sweep Option. 313. Written Instructions to Stifel. 314. Confirmations for Each Transaction. 315. Termination of the Cash Investment Service. 31

IX. Banking Services Agreement – Checks,ACH Transactions, and Cards (Stifel Advantageand Stifel Prestige Accounts). 31A. Check Writing Privileges. 331. Terms and Conditions. 33B. Debit Card and Automatic Deposits Toand Payments From Your Securities Account. 371. Debit Card – General. 372. Automated Clearing House Transfers – General. 383. Preauthorized Transactions. 384. Losses, Theft, Unauthorized Transactions, and Errors. 385. Adjustment of Your Securities Account. 406. Additional Rules and Regulations. 40X. Banking Services Agreement – Checks,ACH Transactions, and Cards(Stifel ONE CMA). 40A. Check Writing Privileges. 421. Terms and Conditions. 42B. Debit Card and Automatic Deposits Toand Payments From Your Securities Account. 461. Debit Card – General. 462. Automated Clearing House Transfers – General. 473. Preauthorized Transactions. 474. Losses, Theft, Unauthorized Transactions, and Errors. 475. Adjustment of Your Securities Account. 496. Additional Rules and Regulations. 49XI. Stifel Bank & Trust and Stifel Bank. 49A. Stifel Pledge Asset (SPA) Loan. 49B. SPA Check Writing. 49C. Mortgage Lending. 49XII. Your Agreements Regarding Stifel Onlineand Remote Client Access Technology. 50A. Updates and Reliance on Data. 50B. Internal Security. 50C. Passwords and User IDs. 50D. Internet Communications Software. 50E. Fees. 50XIII. Electronic Funds Transfer Using Cash Managementand Stifel’s Remote Client Access Technology. 50A. Authorization. 50B. Termination of Authorization. 50C. Maximum Transaction Amounts. 51D. Providing Transfer Instructions. 51E. Canceling Transactions. 51XIV. Dividend Reinvestment Plan. 51A. Instructions. 51B. How Purchases and Sales Are Handled. 51C. Terms and Conditions. 52XV. Individual RetirementCustodial Account Agreement. 52XVI. Inherited Individual RetirementCustodial Account Agreement. 65XVII. Roth Individual RetirementCustodial Account Agreement. 73XVIII. Inherited Roth Individual RetirementCustodial Account Agreement. 84XIX. SIMPLE Individual RetirementCustodial Account Agreement. 93XX. Coverdell ESA Custodial Account. 104XXI. Universal SIMPLIFIED Employee Pension PlanBasic Plan Document. 110XXII. Savings Incentive Match Plan for EmployeesBasic Plan Document. 118XXIII. IRA Check Writing Agreement. 123In Case of Lost Checks, Errors, or QuestionsAbout Your IRA Check Writing, Funds, or Transfers. 125XXIV. IRS Appointment and Determination Letters. 125XXV. ERISA Section 408(b)(2) Notice. 125XXVI. Transfer on DeathNonprobate Transfer Agreement. 126XXVII. Transfer on Death Client Disclosure. 129XXVIII. Business Continuity Plans. 131XXIX. Stifel’s Privacy Notice. 133XXX. W-9 Disclosure. 136XXXI. Option Trading Account Agreement. 140XXXII. Additional Provisions For Delivery VersusPayment Accounts & Clearing Transactions . 143XXXIII. Disclosure Documents forAutomatic Cash Investment . 145A. Stifel Insured Bank Deposit ProgramDisclosure Statement. 145B. Stifel Insured Bank Deposit Program forRetirement Accounts Disclosure Statement. 151XXXIV. Stifel Account Agreement and DisclosureBooklet – Retirement Account Addendum. 157The current version of this Agreement can be found online at www.stifel.com/agreementanddisclosurebooklet.

STIFEL ACCOUNTSthere is an executed Transfer on Death Agreement and BeneficiaryDesignation form on file at Stifel, which has been received andaccepted by Stifel’s Director of Operations or his or her designee.In consideration of Stifel considering, accepting, and/or carrying a StifelSecurities Account (“Securities Account” or “Account”) in the name ofthe client(s) signing the Signature Document, for the purchase and saleof securities and other property, and providing the other services andprivileges provided by the Stifel Cash Management Accounts (as presentlyconfigured or hereafter amended), you, as indicated on the SignatureDocument, hereby affirm that you have read, understand, and agree tothe terms and conditions as set forth in the Signature Document and in theStifel Account Agreement and Disclosure Booklet and the Client AccountProfile/Risk Assessment provided to you, which is hereby incorporatedby reference (the “Agreement”). The definitions set forth below in thisAgreement are applicable to all of the provisions of this Agreement.4. “Account Proceeds” refers to the property in the Account atthe death of the Account Holder, or the last of them to survive,as adjusted by any transactions made in accordance with thisAgreement.5. “ACH Transaction” means a transaction cleared through theAutomated Clearing House.6. “Applicable Law” means: (i) the rules and regulations of theU.S. Securities and Exchange Commission (“SEC”), U.S. securities exchanges, Financial Industry Regulatory Authority, Inc.(“FINRA”), and self-regulatory organizations (“SROs”), U.S. federal and state securities laws, other applicable U.S. federal, state,and local laws and regulations, including, without limitation, theU.S. Internal Revenue Code of 1986, as amended (the “Code”)and, where applicable, the Employee Retirement Income SecurityAct of 1974, as amended (“ERISA”); (ii) applicable laws, rules,regulations, and market practice of any non-U.S. jurisdiction;and (iii) applicable rules, regulations, customs, and provisionsof the constitution (or comparable document) of any exchange,electronic communication network, securities association, alternative trading system, market, clearing system, clearinghouse, ordepository, as any of (i)-(iii) are in effect from time to time.You authorize us to share your information with third parties asdisclosed in our Privacy Notice or otherwise permitted by law. Yourauthorization will remain effective until revoked or modified byyou. You may revoke or modify your authorization at any time byfollowing the procedures described in the Privacy Notice. We willretain a true and correct copy of this Agreement, but you may alsowant to retain a copy for your records.In addition, the relationship among You, Stifel, and, as applicable,BNY Mellon and Bank, and Stifel Bank related to Checks andrelated ACH Transactions and Cards is governed by the BankingServices Agreements (please see definitions below).7. “ATM” means automated teller machine, a device throughwhich banking transactions can be executed.The terms and conditions of this Agreement govern yourrelationship with Stifel. These terms and conditions aresubject to change from time to time, and the current versionof the Agreement can be found online at www.stifel.com/agreementanddisclosurebooklet.8. “ATM Withdrawal” means a Card Transaction in which youreceive money from an ATM.9. “Authorization” means a Transaction in which you authorizeothers to place a hold on your Available Balance to ensurefuture payment.I. DEFINITIONS1. Any reference to “you,” “your,” or “Client” shall include allpersons signing the Signature Document (including custodiansof Custodian Accounts and the beneficiaries of such custodianarrangements), the owner(s) of the account or all persons orentities having an interest in such account(s), and all authorized agents acting and purporting to act for the benefit of theaccount, the owner of the account, or for any other person orentity having an interest in the account.10. “Available Balance” is the amount Stifel has transmitted toBNY Mellon or Stifel Bank as available for your Account, whichmay include available credit in your margin account.11. “Authorized Outside Account” is an account at another bank orfinancial institution in which you have been designated as a recipient or source of electronic funds transfers, and for which accountauthorizations have been authenticated, completed, and accepted.2. Any reference to “securities and other property” or“assets” includes, but is not limited to, money, securities, andother tangible or intangible property of every kind and nature,and all contracts, investments, and options relating thereto,whether for present or future delivery.12. “Bank” means, as the context requires: (i) PNC Bank, N.A., orany successor bank, solely with respect to Cards and Card Transactions; and/or (ii) The Bank of New York Mellon, or any successorbank, solely with respect to Checks, Checking Transactions, andACH Transactions initiated using a Check number.3. “Account” means either a Securities Account, Stifel Advantageaccount, Stifel Prestige Account, or Stifel ONE Cash ManagementAccount (Stifel ONE CMA). For an Individual Retirement Account(IRA), it means your IRA for which Stifel is Custodian. For a Transferon Death (TOD) account, it means the Stifel account for which13. “Banking Day” has different meanings for ATM Withdrawals andfor Cash Advances, Purchases, and Authorizations. A BankingDay may, as applicable, exclude bank or Stifel holidays.(1) For ATM Withdrawals, we consider there to be seven Bank1I. DefinitionsTHE RELATIONSHIP BETWEEN YOU AND STIFEL, NICOLAUS & COMPANY, INCORPORATED (“STIFEL” OR “FIRM”) ISGOVERNED BY THIS STIFEL ACCOUNT AGREEMENT AND DISCLOSURE BOOKLET AND THE CLIENT ACCOUNT PROFILE/ RISKASSESSMENT PROVIDED TO YOU, AND ANY SUPPLEMENTS, NOTICES, OR OTHER DISCLOSURES AND AGREEMENTS FORTHE PRODUCTS AND SERVICES YOU HAVE ELECTED AND MAY ELECT IN THE FUTURE FOR YOUR ACCOUNT(S), WHICH AREINCORPORATED BY REFERENCE (COLLECTIVELY, WITH THE SIGNATURE DOCUMENT, THE “AGREEMENT”). PLEASE READTHESE DOCUMENTS. ONLY AFTER READING THE AGREEMENT AND UNDERSTANDING ITS TERMS SHOULD YOU SIGN THESIGNATURE DOCUMENT. BY SIGNING, OR BY EFFECTING TRANSACTIONS IN YOUR SECURITIES ACCOUNT, YOU REPRESENTTHAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS AND CONDITIONS OF YOUR ACCOUNT(S) WITH STIFEL.

I. Definitionsing Days each week for purposes of imposing security limitson the number and amount of Withdrawals you can performat an ATM. For these purposes, Banking Days begin at12:00 a.m. midnight Eastern Time.(2) For Cash Advances, Purchases, and Authorizations:(a) We consider there to be six Banking Days each weekfor purposes of imposing security limits on the amountof Cash Advances, Purchases, and Authorizations youcan perform. For these purposes, Banking Days beginat 6:00 a.m. Eastern Time. The period from Saturdayat 6:00 a.m. to Monday at 6:00 a.m. Eastern Time iscounted as one Banking Day; and(b) We consider there to be seven Banking Days eachweek for purposes of imposing security limits on thenumber of Cash Advances, Purchases, and Authorizations you can perform. For these purposes, BankingDays begin at 12:00 a.m. midnight Eastern Time.14. “Banking Services Agreement” means the agreement amongYou, Stifel, and, as applicable, Bank and BNY Mellon, and StifelBank, which set forth the terms and conditions applicable to Card,Checks, and ACH Transactions and related services. The BankingServices Agreements are comprised of the Introductory Section ofthis Agreement, along with Sections I, IX, and X of this Agreement.15. “Beneficial Owner” refers to: (1) each individual (if any)who directly or indirectly owns 25 percent or more of theequity interests of a legal entity client and/or (2) an individualwith significant responsibility to control, manage, or direct alegal entity client, including (a) an executive officer or seniormanager (e.g., a Chief Executive Officer, Chief FinancialOfficer, Chief Operating Officer, Managing Member, GeneralPartner, President, Vice President, or Treasurer) or (b) anyother individual who regularly performs similar functions.16. “BNY Mellon” means BNY Mellon Investment ServicingTrust Company, which is responsible for administration of theStifel Advantage Account and/or Stifel Prestige Account banking services (via the Bank) provided hereunder.17. “Business Day” means, for the purposes of the Banking ServicesAgreements, Monday through Friday, excluding federal holidays.Although Stifel’s, BNY Mellon’s, Bank’s, or Stifel Bank’s offices maybe open on certain federal holidays, these days are not consideredBusiness Days for purposes relating to the transfer of funds. Forthe purposes of Securities Accounts, Business Day means any daywhich is not a Saturday or Sunday on which The New York StockExchange is open for trading (even if on an abbreviated schedule).18. “Card” means the Visa debit card issued on your Account.22. “Cash Investment Service” means the Stifel Automatic CashInvestment Service as defined in Section VIII. of this Agreement.23. “Check” means a check issued on your Account.24. “Check Transaction” means those transactions which youinitiate via a Check.25. “Combined Asset Value” or “Commitment Amount” meansthe total of (a) the Free Credit Balance in your Account, (b) thevalue of Deposit Account balances, and (c) the Margin LoanValue of your Account. Accounts limited to cash transactionshave no Margin Loan Value.26. “Contingent Beneficiary” refers to a person so designatedon the Beneficiary Designation form who becomes entitled toreceive the Account Proceeds upon the death of the AccountHolder as a result of the failure of a Primary Beneficiary tosurvive the Account Holder.27. “Custodian Account” means an Account for a minor established pursuant to a state Gift to Minors Act or Transfer toMinors Act.28. “Deposit Account” means an interest-bearing deposit account at an FDIC-insured bank, including banks affiliated withStifel, offered through either the Stifel Insured Bank DepositProgram or the Stifel Insured Bank Deposit Program for Retirement Accounts.29. “Distribution” refers to the transfer of the Account Proceedsto the Beneficiaries.30. “Electronic Fund Transfer” means any transfer of fundsinitiated or authorized by you through an electronic paymentsystem. Card Transactions and certain ACH Transactions areconsidered Electronic Fund Transfers.31. “Fee Schedule” means those fees set forth in Section VII. ofthis Agreement32. “Fiduciary” means an administrator, trustee, conservator,custodian, executor, general partner, officer, personal representative, or other similar person who has a relationship of trustand confidence with, and a duty to act primarily for the benefitof, the equitable owner of the assets of a Securities Account,including a fiduciary of an ERISA plan.33. “Fiduciary Account” means the Account of a natural person orERISA plan in which a Fiduciary holds title of the assets for thebenefit of another or the Account of a non-natural person in whichthe Fiduciary is authorized and empowered to make decisionsand give instructions with respect to the assets of that Account.19. “Card Transaction” means those transactions which you canperform with your Card, as more fully described below.34. “Free Credit Balance” means the credit balance in your Account reduced by (a) the proceeds of the sale of any securitythat has not been received by Stifel in negotiable form and (b)the amount of any credit balance in your Securities Accountrequired by margin rules and regulations or Stifel policies tomaintain short sale positions, uncovered short option positions,and forward transactions and (c) funds availability as set forthin Section IV. A. 7.20. “Cash Advance” means a Card Transaction in which youreceive money back from a merchant or financial institution.Cash Advances do not include ATM Withdrawals.21. “Cash Equivalent” means balances in Deposit Accountsthrough the Stifel Insured Bank Deposit Program or the StifelInsured Bank Deposit Program for Retirement Accounts, FreeCredit Balances, or any other product that Stifel may include inthe Stifel Automatic Cash Investment Service.35. “Maintenance Call” means a demand to deposit funds orsecurities into your Securities Account to comply with the regulations of a securities self-regulatory organization, such as theFinancial Industry Regulatory Authority (“FINRA”), or to comply2

36. “Margin Call” means a demand to deposit funds or securitiesinto your Securities Account pursuant to Regulation T of theFederal Reserve Board.37. “Margin Line of Credit” means an amount equal to apercentage of the Margin Loan Value, as established by Stifelfrom time to time, which is available on a daily basis to coverChecks and Card ATM or point-of-sale transactions presentedfor approval or payment from your Securities Account.45. “Securities Account” means a cash account or generalaccount (generally known as a margin account), establishedand operated in accordance with Regulation T of the FederalReserve Board, the primary purpose of which is to purchaseand sell securities together with any other types of accountspermitted by Regulation T for special purpose in which youhave a securities position or money balances.38. “Margin Loan Value” means the additional amount of moneythat can be loaned to you based on the value of the collateralin your Securities Account as established by the rules of asecurities self-regulatory organization, such as the FinancialIndustry Regulatory Authority (“FINRA”), the margin policies ofStifel, or special requirements established for your Account.46. “S

liquid than others. Trading uncovered options is also riskier than other investments. The manner in which you invest can increase this risk. For example, if you invest on margin, you may lose more money than you invested. Before making any investment, you should understand the investment product and the associated risks.