WELLS FARGO NON DISCLOSURE retail_margappandagree.pdf (PDFy mirror)

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