Account Terms And Conditions - Truist Securities

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Account Terms and ConditionsACCOUNT AGREEMENTThis account agreement (“Account Agreement”), alongwith any other documents we provide to you pertaining toyour account(s), is a contract that establishes the rules andagreements which control your securities account(s) withus (each, an “Account”). Please read carefully thisAccount Agreement, along with the attached Disclosures.If you execute a transaction through your Account orcontinue to use the Account, you will be deemed to haveaccepted this Account Agreement. In this AccountAgreement, “you”, “your” and “yours” mean the registeredowner of the Account and “we”, “us” and “our” mean TruistSecurities, Inc.1. Service Provisions. This Account Agreement covers allAccounts that you may open with Truist Securities and alltransactions for or on your account will be subject to thisAccount Agreement. We may act as your agent in carryingout your directions regarding the purchase or sale ofsecurities for your account in accordance with the termsand conditions of this Account Agreement. For purposes ofthis Account Agreement, “securities” shall include, withoutlimitation, money, instruments, security entitlements,options, and securities of every kind and nature (includingdebt securities, equity securities and convertiblesecurities) and all contracts and actions relating theretoand all proceeds therefrom, whether for present or futuredelivery, now or hereafter held, carried or maintained byTruist Securities or our Clearing Firm in or for any of yourAccounts. Truist Securities may also execute transactionswith you as principal for its own account rather than as youragent. When this occurs, the confirmation of thetransaction (“Confirmation”) will disclose that TruistSecurities acted as principal instead of as agent. To carryout our duties, we will open and close one or moreAccount(s), place and withdraw orders and take such othersteps as are reasonable to carry out your directions. You sh all be responsible for ensuring that you communicate anyinstruction relating to your account to Truist Securities bya person duly authorized by you, and Truist Securities shallrely upon your due authorization of each person whoprovides any such instruction to Truist Securities on yourbehalf. You authorize Truist Securities to act upon suchinstructions or inquiries, given by telephone, orally, byelectronic or facsimile transmission or by any electronicservice that provides access to Truist Securities and agreethat Truist Securities may act upon and shall incur noliability in acting upon any such instructions or inquiries asreasonably understood by Truist Securities. TruistSecurities will not be responsible for any loss, liability, costor expense of acting upon unauthorized or fraudulentinstructions, and you will bear the risk of any such loss.You acknowledge and agree that neither Truist Securities,nor any of its respective agents or employees, will be liablefor any loss, liability, cost or expense arising from acting oninstructions they reasonably believe to be genuine.If you are opening an Equity Brokerage Account, suchAccount will be opened and maintained by our ClearingFirm. The term “Clearing Firm” refers to National FinancialServices LLC (“NFS”), or such successor clearing firm aswe may choose from time to time. We may changeClearing Firms at any time upon 30 days’ written notice toyou, in which event your Account will be transferred to thesuccessor Clearing Firm. The respective functionsallocated between Truist Securities and the Clearing Firmfor Equity Brokerage Accounts are specified in the clearingagreement between Truist Securities and the ClearingFirm and are summarized in the Statement ofResponsibilities provided to equity brokerage customerspursuant to FINRA Rule 4311 (or any successor thereto).Please consult this notice for details.If you are opening an Equity Brokerage Account, youhereby advise NFS that you have instructed TruistSecurities to establish, on your behalf and as your agent,an account with NFS. You hereby appoint Truist Securitiesas your exclusive agent to act for and on your behalf withrespect to all matters regarding your Account with NFS,including, but not limited to, the placing of securitiespurchase and sale orders. You acknowledge that nofiduciary relationship exists with NFS. NFS shall look solelyto Truist Securities and not to you with respect to suchorders or instructions; and NFS is hereby instructed todeliver Confirmations, statements, and all written or othernotices, including margin maintenance calls, if applicable,with respect to your Account to you and to TruistSecurities. You agree to hold NFS harmless from andagainst any losses, costs or expenses arising inconnection with the delivery or receipt of any suchcommunication(s), provided NFS has acted in accordancewith the above.2. Orders, Deliveries and Settlements. You agree tohave available or to deliver sufficient funds to coverimmediately the amount due on securities you purchase,and you agree to make good delivery of any securities inyour possession that you have sold, on or beforesettlement date. You will be responsible for ensuring timelydelivery of funds and securities to Truist Securities. A latecharge may be applied to your Account for payments orsecurities received after the settlement date. Youunderstand that Truist Securities or its Clearing Firm mayin its sole discretion decline to execute any securitiestransaction for your account. Until fully paid for, securitieswe buy or sell as principal or as agent may be commingledwith the securities of others. If you fail to timely deliver

securities sold in good deliverable form or to deposit timelythe total purchase price of securities purchased asprovided by applicable law, Truist Securities may, in itssole discretion and WITH OR WITHOUT NOTICE ORDEMAND, take such steps as Truist Securities deemsappropriate either to complete or to liquidate thetransaction, buy in (cover) short positions, canceloutstanding orders in whole or in part, and take any otherappropriate or necessary action without incurring anyliability whatsoever, and you shall pay to Truist Securities,UPON DEMAND, all expenses and losses incurred byTruist Securities in connection therewith. Furthermore,Truist Securities will be entitled to retain any gain or profitresulting from its actions after your failure to timely deliveror pay for securities. If at any time Truist Securitiesconsiders it necessary for its protection, it may in itsdiscretion require you to deposit cash or collateral in yourAccount to assure due performance by you of your opencontractual commitments.If you elect to settle all transactions through a designatedSafekeeping Account or deposit account with Truist Bank,an affiliate of Truist Securities, you agree that on thesettlement date Truist Securities may debit your depositaccount for payment for securities purchased and credityour deposit account with the proceeds from the sale ofsecurities. You also agree that on the settlement dateTruist Securities may withdraw securities from yourdesignated Safekeeping Account to cover the sales ofsecurities made by you through Truist Securities anddeposit fully paid for securities that you purchase throughTruist Securities in your Safekeeping Account. You will notask Truist Securities to sell control or restricted securities,as defined by the federal securities laws, unless you havedisclosed to Truist Securities in writing that such securitiesare control or restricted securities and unless you areauthorized to engage in such a sale under applicable law.In connection with a sale of control or restricted securities,you agree to provide Truist Securities with such notices,information, legal opinions, certifications or otherassurances as Truist Securities may request. TruistSecurities has adopted the Fails Charge Trading Practicesfor Treasuries and U.S. agency securities (found ldelivery versus-payment or delivery-versus-transfertransactions in U.S. Treasury, certain U.S. agency debtand certain U.S. agency mortgage-backed securities.Truist Securities will use the procedures recommended bythe Treasury Market Practices Group unless we and youagree on individual procedures for specified transactions.By entering into any such transaction with Truist Securitiesin U.S. Treasury securities, U.S. agency debt and certainU.S. agency mortgage-backed securities, you agree to theuse of the applicable Fails Charge Trading Practice unlesswe and you explicitly agree otherwise with respect to aspecific transaction. Similarly, we agree that thetransaction will be subject to the applicable Fails ChargeTrading Practice, unless we and you explicitly agreeotherwise.3.Authorization to open Safekeeping Account. Ifyou are opening a Fixed Income Account, Truist Securitieswill not hold securities in the Fixed Income Account, andinstead will deliver such securities as directed by youpursuant to your delivery instructions. If requested by youat any time, you hereby authorize Truist Securities to opena safekeeping account (“Safekeeping Account”) for youat Truist Bank, an affiliate of Truist Securities. Securitiesheld in a Safekeeping Account at Truist Bank are not in asecurities account which is covered by the SecuritiesInvestor Protection Corporation (SIPC). You appoint TruistSecurities as your agent for the purposes of providinginstructions to Truist Bank with respect to yourSafekeeping Account. In addition, you authorize TruistSecurities to open or close your Safekeeping Account, toplace and withdraw orders and to take such other actionsto protect itself in the event you breach any of yourobligations. You hereby authorize Truist Bank to rely on acopy of this agreement as authority for Truist Securities tomake such transactions.4.Investment Decisions; No Municipal Proceeds.In connection with this Account, we provide noinvestment advice within the meaning 29 CFR 2510.321. By executing transactions through the Account yourepresent that you are not investing moneys or otherproperty of a covered plan or IRA within the meaning of29 CFR 2510.3-21 unless you inform Truist Securitiesotherwise in writing. We are not acting in any fiduciarycapacity and you are solely responsible for allinvestment decisions for securities purchased and soldin the Account(s). Additional information regardingaccount types and important disclosures may be foundat https://www.truistsecurities.com/disclosures. Yourobligations include an affirmative duty to monitor profitsand losses on your investments, to stay informed aboutyour Account(s) and investments, and to respond tochanges and conditions as you deem appropriate. Youunderstand and acknowledge and agree that it is yourresponsibility to determine the risk of each transactionentered in the Account and specifically agree to holdTruist Securities harmless for any such investmentdecisions and losses and from orders and instructionsgiven to Truist Securities. We will not provide any legal,tax, or accounting advice in connection with yourAccount(s). You understand that any purchase ofsecurities or other investment products involves the riskof loss, and we can neither assume responsibility forinvestment losses nor guarantee investment gains fromany securities you may purchase. If you send us yourwritten investment policy, we will read it, but youacknowledge and agree that compliance with the termsand conditions of your investment policy is solely yourresponsibility. You acknowledge and agree that TruistSecurities shall have no responsibility to ensurecompliance with the terms of your investment policy.2

Truist Securities is not a registered “municipal advisor”within the meaning of SEC Rule 15Ba-1-1 through 15Ba18 (as amended, the “Municipal Advisor Rule”).Unless you otherwise notify Truist Securities at TSI-COBAcctOpen@truist.com, you represent at all times underthis Account Agreement that for the purposes of theMunicipal Advisor Rule, none of the funds invested in orthrough the Account(s), or that you seek to invest in theAccount(s), constitute (i) “proceeds of municipal securities”or (ii) “municipal escrow investments” (each as defined inthe Municipal Advisor Rule). You acknowledge and agreethat Truist Securities will rely on this representation andthat one of your knowledgeable officials with access to theappropriate information, or that has direct knowledge of thesource of the funds in the Account(s), has reviewed andapproved this representation. If you notify us that you haveretained an independent registered municipal advisor(“IRMA”) for purposes of the Municipal Advisor Rule, byaccepting this Account Agreement you represent that, tothe best of your knowledge, the personnel of the IRMA whowill advise you have not been associated with TruistSecurities, and the representative(s) of Truist Securitieswith whom you deal have not been associated with theIRMA, within the last two years.rules, regulations, requirements (including marginrequirements), customs and usages of the FederalReserve Board, the Securities and Exchange Commission,any exchange, market, clearing house and self-regulatoryorganization where trades are executed, and anyassociation whose rules and regulations governtransactions in said market. In addition, your Account isalso subject to all applicable federal and state laws, rulesand regulations.7.Telephone Recording and Monitoring. We mayrecord any telephone conversation with you to monitor thequality of service you receive and to verify transactionrelated information. By placing orders and engaging intransactions over the telephone with us, you consentto any such recording and monitoring ofconversations.8.Market Data. We may provide you with pricinginformation obtained by or created by us or third parties onsecurities and the securities markets from time to time. Anysuch information is provided to you on an “as available”and “as is” basis, and we do not make any representationor warranty regarding the accuracy of any suchinformation.5.Commissions and Fees. You agree to pay ourcommissions and fees as they apply to transactions youengage in and services you receive, as well as such otheradministrative charges and expenses as may be imposedfrom time to time. We reserve the right to change ourcommissions, fees and administrative charges andexpenses from time to time without prior notice to you. Ifwe act as principal on transactions with you, we maycharge you mark- ups or discounts on the securitiespurchased or sold. You understand and agree that thesefees and administrative charges and expenses may becollected from your Account. If you do not pay any fee,administrative charge or expense by a date we specify,such fee, administrative charge or expense, as well asrelated expenses (including if applicable fees charged byour Clearing Firm), may, at our discretion and withoutnotice to you, be collected from cash available in yourAccount (other than ERISA accounts). If sufficient cash isnot available, we may, at our discretion and without noticeto you, sell any or all assets in your Account and apply thesales proceeds to pay such fees and administrativecharges and expenses. We shall have discretion todetermine which securities and property are to be sold forthis purpose. We will charge your Account if any check orother item you remit to us is returned unpaid or if youinstruct us to debit your Truist Bank account to pay yourobligations and your bank account does not containsufficient funds to cover the transaction. For our protection,we may restrict your ability to withdraw funds representedby a check or other items or to apply those funds to settlea securities ansactions for your account are subject to our rules andpolicies, as modified from time to time, and to all applicable11.Limitation on Liability. We will not be liable forlosses caused directly or indirectly by natural disasters,war, government restrictions, exchange or market rulings,interruptions in trading, interruptions in computer and/orcommunications services, or other conditions beyond ourcontrol. Further, in acting hereunder, you acknowledgeand agree that Truist Securities shall not be liable forany loss or other claim of injury with respect to yourAccount or investments except for its grossnegligence or willful misconduct. IN NO EVENT SHALLTruist Securities OR ANY OF Truist Securities’REPRESENTATIVES BE LIABLE FOR ANY SPECIAL,INCIDENTAL,CONSEQUENTIALORPUNITIVEDAMAGES UNDER THIS ACCOUNT AGREEMENT ORWITH RESPECT TO YOUR ACCOUNT(S) ORINVESTMENTS (INCLUDING WITHOUT LIMITATIONLOSS OF BUSINESS PROFITS OR OPPORTUNITY)AND YOU HEREBY WAIVE ANY RIGHT TO CLAIM ORSEEK ANY SUCH DAMAGES.10.Remarketing and Liquidity. In connection withthe remarketing of certain variable rate securities, TruistSecurities may, as permitted by applicable law, bid for suchsecurities to stabilize or maintain the liquidity of suchsecurities to an extent which might not otherwise prevail inthe open market. Truist Securities shall have no obligationto make any such bids and such bidding, if commenced,may be discontinued at any time. Truist Securities can offerno assurance that a secondary market will develop for anysecurity, or if a secondary market does develop, that it willprovide you with liquidity of investment or that it willcontinue for the life of such security.Security Interest. Except as otherwise prohibitedby law if you are a public entity, you hereby grant to TruistSecurities a continuing security interest in, lien on, and3

right of set-off with respect to, all securities and otherproperty now or hereafter held or carried by TruistSecurities in your Account(s) (but excluding any ERISAgoverned Account), including any securities and otherproperty in transit or held by others on behalf of TruistSecurities, and in any deposit or Safekeeping Accounts ormoney market funds that you have designated for TruistSecurities to debit and credit in connection with yourAccount(s), and all proceeds of the foregoing, as collateralsecurity for the payment and performance of all yourobligations to Truist Securities, now existing or hereafterarising, whether or not such obligations arise under thisAccount Agreement or any other agreement between us,together with all expenses of Truist Securities inconnection therewith. If you fail to pay or perform anyobligation, or if you are in default, Truist Securities shallhave, in addition to the rights provided herein or by otherapplicable law, all the rights and remedies provided to asecured party under the Uniform Commercial Code as thenin effect in the State of New York. In enforcing its securityinterest, lien or right of setoff, Truist Securities, in its solediscretion, may determine which securities and otherproperty are to be bought or sold and the order in whichthey are to be sold and which contracts are to be closed.12.Termination. You may terminate this AccountAgreement at any time by providing notice to TruistSecurities that you wish to close your Account(s). If wesuspend or discontinue this service in whole or in any part,or determine to close your Account, this AccountAgreement may be terminated immediately by TruistSecurities. All parties to the Account Agreement shallremain responsible after termination for any obligations orliabilities which were incurred before termination. Whenyour Account is closed, Truist Securities will return to you,or follow your instructions for the transfer of, any securitiesand other property remaining in your Account and will nolonger accept orders for transactions after the date ofclosing subject to your having satisfied all obligations andpaid all indebtedness owing to Truist Securities. Theprovisions of this paragraph and paragraphs 3, 5, 9, 11, 16,18 and 19 will survive the termination of this AccountAgreement.13.Accurate Information and Credit InformationAuthorization. You certify that the acceptance, deliveryand performance by you of this Account Agreement andthe transactions you enter in your Account are within yourorganizational powers and have been duly authorized byall necessary organizational action. You further certify that:(a) You agree to notify us in writing if you or any of youraffiliates are or become: affiliated with a broker-dealer, aU.S. stock exchange or the Financial Industry RegulatoryAuthority; or a control person or affiliate (as defined in Rule144 under the Securities Act of 1933, as amended) of aU.S. publicly-traded company.(b) We are authorized to contact any individual or firm andany other normal sources of credit information about you.(c) You authorize anyone we contact for credit informationto furnish the information to us as requested.(d) Unless you give us written notice to the contrary, youauthorize us and our affiliates to share with each other nonpublic or confidential information concerning you and/oryour Accounts for marketing or other purposes from timeto time.14.Non-Waiver; Change of Terms. TruistSecurities’s failure to insist at any time upon strictcompliance with this Account Agreement or with any of itsterms shall not constitute a waiver by Truist Securities ofany of its rights hereunder. Except as otherwise providedfor herein, no provision of this Account Agreement shall inany respect be waived or modified except in writing. TruistSecurities MAY ADD, DELETE OR AMEND THETERMS, CONDITIONS AND OTHER PROVISIONS OFTHIS ACCOUNT AGREEMENT FROM TIME TO TIME BYWRITTEN NOTICE TO YOU OR VIA AN ANNUALMAILING OF ACCOUNT TERMS AND CONDITIONSAND DISCLOSURES. The first transaction in yourAccount following notification of an amendment to thisAccount Agreement or such annual mailing will constituteyour acceptance of the amendment as of the effective dateset out in the notice. To the extent this Account Agreementis inconsistent with any other agreement governing yourAccount or any Confirmation of a transaction, this AccountAgreement shall govern.15.Assignment; Governing Law; Waiver of JuryTrial. This Account Agreement is binding on you and yoursuccessors and assigns, and it will benefit you and yoursuccessors and assigns and us and our successors andassigns, if any. Truist Securities may assign its rights andobligations under this Account Agreement to anysubsidiary, affiliate, or successor by merger orconsolidation without notice to you, or to any other entity.This Account Agreement will be governed by the laws oftheState of New York, provided that, if you are a public entity,this Account Agreement shall be governed by the laws ofthe State in which you are located.Except as otherwise prohibited by law if you are a publicentity, any legal action arising from transactions under thisAccount Agreement shall be brought only in the local, stateor federal courts located in Fulton County, Georgia, whichshall have exclusive jurisdiction to adjudicate any suchaction. Except as otherwise prohibited by law if you are apublic entity, EACH OF YOU AND Truist SecuritiesIRREVOCABLY AGREE TO WAIVE TRIAL BY JURY INANYACTION,PROCEEDING,CLAIMORCOUNTERCLAIM BROUGHT BY OR ON BEHALF OFEITHER PARTY RELATED TO OR ARISING OUT OFTHISACCOUNTAGREEMENTORTHEPERFORMANCE OF SERVICES HEREUNDER.16.Severability. If any provision in this AccountAgreement should become inconsistent with any presentor future law, rule or regulation, that provision will bedeemed superseded or modified to conform to such law,rule or regulation and all other provisions in this Account4

Agreement shall continue and remain in effect. However, ifany provision in this Account Agreement is held to beinvalid or unenforceable and the previous sentence islikewise held to be invalid or unenforceable, the remainderof this Account Agreement shall not be affected, but shallremain in full force and effect.17.Statements; Electronic Delivery; Notices. TruistSecurities may send you Account Notices in eitherelectronic or paper format. You consent to and agree toaccept electronic delivery of Account Notices to the extentavailable, other than those you may have specificallyrequested be delivered to you in paper form, from TruistSecurities or Truist Bank, as applicable. "AccountNotices" mean all statements, trade ications,prospectuses, proxy solicitations and privacy notices, andother information, documents, data and records regardingyour Account. Your consent to electronic delivery ofAccount Notices means that you accept electronic deliveryin lieu of mailed paper notices, which may no longer besent to you. Your consent will remain effective unless anduntil you revoke such consent. So long as Truist Securitiesor Truist Bank sends communications to you at thephysical or electronic address of record given by you onthe date of application, or to any other address given to usby you, the communications are legally presumed to havebeen delivered, whether you actually received them or not.18.Suspected Errors; Wire Instructions. As anAccount holder, you are responsible for monitoring yourAccount and the securities purchased in or through yourAccount. This includes making sure that all transactionsare accurate and that you are receiving Confirmations,account statements, and any other expectedcommunications. It also includes reviewing thesedocuments to see that information about your Account andthe securities purchased in or through your Account isaccurate and contains nothing suspicious. Confirmationsand account statements are deemed to be accurate andare final and legally binding, unless you specifically notifyus otherwise promptly and in writing. In the absence of anysuch notification, Truist Securities shall understand that therelevant Confirmation or statement is correct.Confirmations of municipal securities transactions areissued in accordance with Rules G- 12 and G-15 of theMunicipal Securities Rule Making Board. You should reportpromptly any inaccuracy or discrepancy in your account toTruist Securities or our Clearing Firm if applicable.With respect to wire transfers, Truist Securities shalldeliver to you a Confirmation which will include the dateand amount of any such wire transfer. You shall examinethe Confirmation promptly upon receipt and promptly notifyTruist Securities (and our Clearing Firm if applicable) inwriting of any errors. Failure to provide such notificationshall relieve Truist Securities and Truist Bank of all liabilityfor any transfer reflected on such confirmation. Anyinstruction amending or canceling a wire transfer must bereceived by Truist Securities at a time and in a manneraffording Truist Securities a reasonable opportunity to actbefore making the transfer. If you request that TruistSecurities attempt to recover funds previously transferred,you may be required to deposit funds with Truist Securitiesor provide other payment assurances that are satisfactoryto Truist Securities to cover the cost, expense, charges,and/or attorneys' fees incurred by Truist Securities in itsrecovery attempt. Truist Securities's attempt to recoverfunds shall not be an acceptance of responsibility for thecompleted transfer. Truist Securities does not guaranteethe recovery of all or any part of a transfer. You herebyensure the accuracy of any transfer instructions andacknowledge and agree that if the transfer instructionsdescribe the beneficiary, beneficiary's bank, orintermediary bank by name and account number, paymentmight be made by the beneficiary's or intermediary bankbased on the number even if the number identifies aperson or bank other than the named beneficiary or bank.19.OFAC Compliance. You acknowledge and areaware that Truist Securities has OFAC sanctionscompliance obligations, and you will not permit yourAccount or any subaccounts to be used in a manner thatwould cause a violation of OFAC sanctions (for example,transferring funds to the government of Iran or anyperson or entity identified on the US Department ofTreasury’s Specially Designated Nationals list available ns/SDNList/Pages/default.aspx).20.Special Representation for U.K. Customers. Ifyou are an entity organized under U.K. law, you herebyrepresent to Truist Securities, as of the date hereof and asof each date on which you execute a trade in an Account,that you are an “authorised person” as defined by the rulesand regulations of the Financial Services Authority.21.Options. Subject to our approval, you may chooseto add options trading privileges to your Equity BrokerageAccount. In such event, you acknowledge that you havereceived or have been given access to the “Characteristicsand Risks of Standardized Options” by the OptionsClearing Corporation (“OCC”), available in the publicationssection at www.optionsclearing.com. If you are grantedoptions trading privileges, your options Account will beopened and maintained by our Clearing Firm or such otherbroker-dealer or clearing firm as you may designate. Youare responsible for knowing the rights and terms of alloptions in your Account. You agree to be bound by theFINRA, OCC and exchange rules applicable to the tradingof option contracts. Settlement on options cleared throughthe OCC is the business day after the trade date. Youagree not to exceed the position and exercise limitsimposed by the rules of the OCC. You are responsible forinstructing Truist Securities as to your intention to exerciseoption contracts before the expiration date. TruistSecurities and the Clearing Firm are authorized to takesteps to protect their position and any obligation they haveassumed at your request without notifying you.5

22.SBA Allowable Variation. If you participate in aSmall Business Administration (SBA) 7a Pool transactionwith Truist Securities, you acknowledge and agree that thefinal total dollar value of the pools to be delivered on thesettlement date (the “final delivery amount”) may varypositively or negatively up to 5% from the dol

Account Terms and Conditions ACCOUNT AGREEMENT This account agreement ("Account Agreement"), along with any other documents we provide to you pertaining to your account(s), is a contract that establishes the rules and agreements which control your securities account(s) with us (each, an "Account"). Please read carefully this