Merrill
MerrillLynch, Pierce, Fenner & Smith Incorporated (also referred to as “MLPF&S” or “Merrill”) makes available certain investment products sponsored, managed, distributed or provided by companies that are
affiliates of BankofAmerica Corporation (“BofACorp.”). MLPF&S is a registered broker-dealer, registered investment adviser, Member SIPC and a wholly owned subsidiary of BofACorp.
MerrillEdge® Self-Directed is available through MLPF&S.
Investment products:
MerrillEdge
®
Self-Directed
Cash Management Account
®
(CMA
®
Account)
Disclosures and Account Agreement
Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value
Page 2 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
The following pages contain the disclosures and agreement governing your
MerrillEdge Self-Directed CMA Account, including disclosures required by
federal law.
About Your Accounts
1) A Merrill Edge Self-Directed CMA account is a securities account
that offers you (hereafter referred to as “you” or “account holder”
or “each person named on the account”) access to a full range of
investment products and services.
2) A Merrill Edge Self-Directed CMA account is an investment account that
lets you trade and research mutual funds, stocks, fixed income and other
securities, while providing check-writing, online bill payment and a Visa card.
3) Merrill Lynch, Pierce, Fenner & Smith Incorporated (hereafter referred
to as “Merrill” or “we” or “our” or “us”) is a registered broker-dealer
and a wholly owned subsidiary of Bank of America Corporation.
Merrill is not a bank and is separate from its FDIC-insured affiliates,
which include Bank of America California, N.A., Bank of America,
N.A. (hereafter referred to as the “Merrill Affiliated Banks”) or other
depository institutions. Banking services available through the
MerrillEdge Self-Directed CMA Account are provided by or through
licensed banks.
4) Merrill Edge Self-Directed CMA Accounts are governed by the rules and
regulations of the Securities and Exchange Commission (SEC), the Federal
Reserve System, the State of New York, and the Financial Industry Regulatory
Authority (FINRA), as well as Merrill’s own policies and procedures.
5) Except where disclosed, securities sold, offered or recommended by Merrill
are not insured by the Federal Deposit Insurance Corporation (FDIC), may
fluctuate in value, and are not obligations of, or endorsed or guaranteed in
any way by, any bank. Merrill is solely responsible for its own contractual
obligations and commitments.
6) Merrill will hold all securities in your CMA account in a control location
acceptable to the SEC Commission, which may include, but is not limited
to: (i) a securities depository, such as the federally-regulated Depository
Trust Company for U.S. issuers and Euroclear for European issuers, (ii)
a Federal Reserve member bank, or (iii) a mutual fund’s transfer agent.
Securities are commingled in a Merrill book-entry account, generally held
in nominee name at the control location, along with securities belonging
to other Merrill customers. Your securities will at all times be separately
identified on the books and records of Merrill as belonging to you, and
Merrill will provide you with account statements that reflect your holdings.
This method of custody, which has significantly increased efficiencies
and reduced the risks associated with holding customer securities, is used
by all major banks, trust companies and brokerage firms and has been
recognized as providing unsurpassed safety for holders of securities. With
regard to the custody of your securities, Merrill acts as your agent and
transmits your instructions through the appropriate control location.
7) Where securities are not held in nominee name, the issuer or control
location, as appropriate, recognizes Merrill as your agent and honors
instructions provided by Merrill on your behalf.
8) “MerrillLynch Affiliated Banks: means BankofAmerica, N.A. (“BANA”),
BankofAmerica California, N.A. (“BA-CA”) and MerrillLynch Bank and
Trust Company (Cayman) Limited (“MLBTC”). Deposits held at MLBTC are
MerrillEdge
®
Self-Directed
Cash Management Account
®
(CMA
®
Account)
Disclosures and Account Agreement
Table of Contents
About Your Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 2
Opening an Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 3
Investing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 3
Cash Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 3
Merrill CMA Access® Visa® Deferred Debit and Checks . . . . . . . . . . . . . . . . . .page 4
Account Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 6
About Optional Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 6
Historical Pricing and Valuation Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 6
Account Statement Linking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 6
Account Linking to BankofAmerica Debit Card . . . . . . . . . . . . . . . . . . . . . . . . .page 6
Automated Investing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 6
Electronic Bill Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 6
Direct Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 6
Direct Reinvestment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 7
Funds Transfer Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 7
Rejection of Payment Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 7
merrilledge.com . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 7
Inter-Company Transfer of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 7
Additional Notes on Electronic Transfers . . . . . . . . . . . . . . . . . . . . . .page 7
Remittance Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 8
About Margin Lending . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 8
About Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 12
Annual Account and Visa Card Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 12
Other Fees and Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 12
Account Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 13
Securities-Based Loans Disclosure Statement . . . . . . . . . . . . . . page 18
Margin Risk Disclosure Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . page 19
About the Merrill Lynch Direct DepositProgram . . . . . . . . . . . . page 20
Page 3 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
not deposits within the meaning of the Federal Deposit Insurance Act (12
U.S.C. 1813(I)); are not insured or guaranteed by the U.S. government, the
FDIC or any other government agency; or covered by any other deposit
protection program.
Opening an Account
9) To open an account you must provide certain information about yourself
and other account holders.
10) Merrill, like all U.S. financial institutions, is required to follow federal regulations
to assist the government in its efforts to fight money laundering and other
financial crimes, and to counter terrorist financing efforts in the U.S. and
globally. Merrill obtains specific personal information from you in order to
verify your identity; and you may be required to present documentary evidence
of your identity in the form of government-issued identification. Merrill also
uses third-party vendors to verify customer information. Foreign nationals
whoare permanent legal residents of the U.S. may be required to present
aPermanent Resident Card (i.e., “green card”) and a Social Security number
toopen an account in a U.S.-based Merrill office. Non-individuals (e.g., a
business, trust or estate) must submit sufficient evidence of legal status.
11) In addition to verifying the identity of our customers, Merrill captures
personal information on all customers and related authorized parties
who have the ability to transact, control, influence or manage an account,
whether directly or indirectly. Merrill, at its discretion, may elect not
to accept an account, or to terminate the account agreement and the
account agreements of any related parties.
Investing
12) Your account is used to buy, sell and hold securities and other property.
13) Please note that your account is debited on the settlement date of a
securities transaction and not on the trade date.
14) Unless you are enrolled in our Margin Lending Program, trades must be
conducted on a “fully paid basis,” meaning they must be paid in full on the
settlement date. If you wish to trade on margin, your account must be
opened as a margin account (see “About Margin Lending,” page 8).
SIPC and “excess-SIPC” coverage
15) The securities and cash that Merrill holds in your CMA Account are
protected by the SIPC. If a U.S. broker-dealer fails, SIPC funds are available
to make up for any shortfall of clients’ assets that the broker-dealer was
required to maintain — up to a maximum of $500,000 per client for
securities, inclusive of up to $250,000 per client for cash.
16) In addition, Merrill has obtained “excess-SIPC” coverage from a Lloyd’s
of London syndicate. This policy provides further protection for each
customer (including up to $1.9 million for cash), subject to an aggregate
loss limit of $1 billion for all customer claims.
17) SIPC and the excess-SIPC coverage do not protect against investment
losses from market action.
18) Accounts in the MLDD Program are assigned to either the standard tier or
Tier 6 for purposes of determining the interest rate. Accounts enrolled in
an investment advisory program (such as Merrill Guided Investing), will be
assigned to Tier 6. All other accounts will be assigned to the standard tier.
Accounts assigned to Tier 6 generally receive a higher yield on their bank
deposits.
19) Each account held by a separate customer (as defined by applicable law) is
treated separately for purposes of SIPC protection.
20) You may obtain further information about the SIPC, including the SIPC
brochure, via the SIPC’s website at http://www.sipc.org or by calling
the SIPC at 202.371.8300.
Cash Management
21) Cash balances in your CMA account automatically deposit into the
MerrillLynch Direct Deposit Program. The deposit of checks, the sale
of securities and other activity generate cash in your account. Available
cash balances are automatically swept into bank deposit accounts with
BankofAmerica, N.A. (under the Merrill Lynch Direct Deposit Program).
Until that time, your cash balances will not earn interest.
22) No Sweep Option – You may elect that any cash balances do not sweep
to MerrillLynch Direct Deposit Program. Cash balances (known as “free
credit balances”) will not earn interest. These balances will be part of
assets held in your CMA account which are protected by SIPC coverage up
to $500,000 for securities and cash per customer, of which no more than
$250,000 may be cash and excess-SIPC coverage, as described in this
agreement, but will not be covered by FDIC insurance.
23) Your Merrill statement will indicate where your cash balances are
deposited or invested.
24) At any time, you may withdraw available cash balances held in your
account or access your money accounts using checks or Visa cards issued
for use with your account or through electronic transfers. Cash balances
will be used and money account balances will automatically be withdrawn to
pay for securities purchases or to meet margin calls or other obligations that
arise in connection with your account (see “When and how your account is
debited,” page 5).
25) Deposited funds typically post to the account within two days of receipt,
but can be held from investment and withdrawal for up to eight days.
However, funds from electronic fund transfers, other than debits to third-
party bank accounts originated through Merrill, and funds from deposits
of many types of checks frequently can be withdrawn the next business
day following their receipt by Merrill. Longer delays generally apply, among
other things, to larger dollar deposits and deposits to new accounts. You
can request more specific information about availability by calling the
Investment Center at 877.653.4732. A business day is defined as one in
which both the New York Stock Exchange and New York banks are open
for business.
26) If we cease to offer a particular money account, we are authorized (but
not obligated) to place cash balances automatically in another comparable
money account.
27) Merrill may change the money account options at any time.
MerrillLynch Direct Deposit Program
28) In your Merrill Edge Self-Directed CMA Account, provided you do not choose
the No Sweep option, cash balances of $1 or more are automatically
swept into MerrillLynch Direct Deposit Program on the business day
after the funds are received, provided the funds are received before our
cashiering deadline.
29) If you have pending transactions in your Merrill Edge Self-Directed CMA
Account, on the business day funds are to be swept into MLDDP, the
amount of those transactions may be deducted from the sweep amount.
30) Only whole dollar amounts are swept into MLDDP.
31) The Merrill Lynch Direct Deposit Program sweeps available cash balances
to a separate bank deposit account at BankofAmerica, N.A. (member
FDIC). Funds held in this account are protected by FDIC insurance for up
to $250,000 per depositor, per ownership category, perbank.
32) Interest rates for the Merrill Lynch Direct Deposit Program are determined
at the discretion of BANA based on economic and business conditions and
are subject to change. A Merrill Representative will be available to discuss
alternatives for your cash or bank deposit account balances. However, Merrill
does not undertake any obligation to ensure you receive any particular rate
of interest, or to advise you to invest your cash or bank deposit balances
in higher-yielding cash alternatives. The interest rates for the bank deposit
accounts may be different from yields on money market mutual funds and
other cash alternatives. For current yields on bank deposit balances, call
the Investment Center at 877.653.4732 or visit merrilledge.com (see the
“Deposit Account & Money Fund Rates” link at the bottom of each page).
33) Interest on bank deposit accounts maintained through the Merrill Lynch
Direct Deposit Program will be compounded on a daily basis and
creditedmonthly.
34) CMA Accounts enrolled in an investment advisory program (such as
Merrill Guided Investing), will be assigned to Tier 6 in the MerrillLynch
Direct Deposit Program for the purposes of determining the interest
rate. All other accounts will be assigned to the standard tier with the
MerrillLynch Direct Deposit Program.
35) Newly opened accounts that are eligible for Tier 6 will be assigned
to Tier 6 upon enrolling in the MerrillLynch Direct Deposit Program.
Existing accounts that become eligible for Tier 6 (e.g., through enrolling
Page 4 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
in an investment advisory program) will not be assigned to Tier 6 until
the beginning of the next calendar month. If an existing account loses
eligibility for Tier 6 (e.g., by terminating its enrollment in an investment
advisory program),the account will continue to be assigned to Tier 6 until
the end of the current calendar month, at which time it will be re-assigned
back to the standard tier within the MerrillLynch Direct Deposit Program.
36) As explained above, the tier assignment for accounts in the MerrillLynch
Direct Deposit Program may change on the first Business Day of each
calendar month due to account changes. If an account’s tier assignment
changes, the new tier assignment will generally affect the interest earned
for the MerrillLynch Direct Deposit Program. Tier assignments may be
changed by MerrillLynch without prior notice.
37) For additional information about the Merrill Lynch Direct Deposit Program,
including information about FDIC insurance and the way bank deposits
benefit Merrill and BANA, see “About the Merrill Lynch Direct Deposit
Program,” page 18.
Right to change/suspend Money Accounts
38) Merrill may change the Money Accounts available under the Sweep
Program at any time. If a particular Money Account is no longer generally
available in the Service or is no longer available, you authorize Merrill
to transfer, exchange and/or convert any existing shares/balances in
such Money Account into another Money Account. If the offering of
any particular Money Account is suspended for any reason, Merrill is
authorized, but not obligated, to cause available Cash Balances in the
CMAAccount to be invested/deposited in another Money Account.
Merrill, may, with 30 days prior written notice, (i) make changes to the
terms and conditions of our Sweep Program; (ii) make changes to the
terms and conditions of any Money Account; (iii) change, add or remove
the Money Account available as sweep product; (iv) transfer your Money
Account from one sweep product to another.
Merrill CMA Access® Visa® Deferred Debit and Checks
39) Checks may be issued for use with the Merrill Edge Self-Directed
CMA Account.
40) You may also be issued one or more Visa cards for use with your
Merrill Edge Self-Directed CMA Account. Visa cards may be used to make
purchases at Visa participating establishments or to obtain cash and cash
advances from ATMs and Visa participating banks or branches.
41) The Visa cards are issued to you by BANA, and may only be issued to
account holders with an official address located in the United States.
Checks are drawn on BANA, or such other bank as selected from time
to time by Merrill. Check transactions are processed through an account
established by Merrill, BANA, or such other banks as selected from time to
time by Merrill.
42) ATM withdrawals and Visa card cash advances are debited against your
Merrill Edge Self-Directed CMA Account when the charge is presented to
us. Visa card purchases are debited from your account once a month.
Purchasing power
43) The amount available for Visa card, check and other transactions is called
your “purchasing power.” Since your purchasing power is dependent upon
a variety of factors, such as Visa card usage and, if you participate in the
Margin Lending Program, the price of the securities held in your account,
your purchasing power will fluctuate from day to day.
44) Purchasing power equals the total of any available cash balances in your
account, your available money account balances and available credit
through margin lending (if applicable).
45) Your purchasing power is adjusted at the following times:
When the Visa card issuer is notified of a charge, not when charges
are paid;
On the trade date of securities transactions, not the settlement date;
When you request a next-day fund transfer through the FTS, provided
there is a sufficient balance in your account; and
Two days prior to any future or recurring transfers through FTS, again
provided there is a sufficient balance.
46) Cash deposited at any Bank of America ATM will be immediately reflected
in your purchasing power. You should allow up to eight days for a check
credited to your account to be reflected in your purchasing power. All
checks delivered to us (via a Bank of America ATM or otherwise) for credit
to your account must be in U.S. funds and drawn on a U.S. bank or other
financial institution, and are subject to final collection. You should also
allow up to six days for an electronic fund transfer to be reflected in your
purchasing power. However, electronic fund transfers, other than debits
to third-party bank accounts originated through Merrill, and deposits of
many types of checks frequently will be reflected in your purchasing power
on the next business day following their receipt by Merrill. Longer delays
generally apply, among other things, to larger dollar deposits and deposits
to new accounts. You can request detailed information about availability by
calling the Investment Center at 877.653.4732.
Exceeding your purchasing power
47) If you exceed your purchasing power in your Merrill Edge Self-Directed
CMA Account, you will be in default, which may result in, among other
things, termination of your subscription to the Merrill Edge Self-Directed
CMA Account.
48) If a transaction in your Merrill Edge Self-Directed CMA Account causes you
to be in default, BANA may, but is not obligated to, accept the transaction
amount exceeding your purchasing power as an overdraft and make
unsecured advances of funds on your behalf. If BANA does so, you will be
notified and you agree to pay immediately the amount of the overdraft.
ATM transactions
49) In order to access an ATM using your Visa card, you will need a personal
identification number (PIN). Upon receipt of your card, you will need to
call Merrill to obtain a PIN. You should safeguard your PIN: Do not write it
on your card or keep it in any place where it may be found with your card.
Once a PIN is established, you will have the ability to change the PIN at most
Bank of America ATMs. If you lose or forget your PIN, call the Investment
Center at 877.653.4732.
50) Cash withdrawals: You may withdraw up to $2,500 a day with your
Visa card. Please note, some ATM operators may have different limits on
withdrawals. In addition, cash advances may be limited by banks to $5,000
per account per day.
51) There are no fixed limits on your Visa card transactions. You are only limited
by your purchasing power or spending limit (see “Purchasing power,”
page 4).
52) Deposits: You may deposit checks and cash at any deposit-taking
Bank of America ATM. Checks may also be deposited at any Merrill branch
office, but cash can only be deposited at a Bank of America ATM—it
cannot be accepted at any Merrill branch office.
Deposit
type
BankofAmerica
deposit-taking ATM
Merrill branch office
(Cashier)
Checks YES YES
Cash YES NO
Deposits to brokerage accounts are not accepted by Bank of America
financial center tellers.
53) Purchasing power (available balance) inquiry: You may view your account’s
purchasing power at most Bank of America ATMs by choosing to check
your “Available Balance” on the ATM screen. Your purchasing power will be
reflected at the ATM as follows:
Total Available Funds:
1
This is the total amount of funds available to
you at the time of your ATM balance inquiry.
1
Total Available Funds is not your account value; it’s the amount available for purchases and/or
transactions in your account at a particular point in time.
Mobile deposits
54) You may make check deposits to your Merrill Edge Self-Directed CMA
Account by using the MerrillEdge Mobile Investing application with your
mobile device. Deposited funds typically post to the account within two
days of receipt, but can be held from investment and withdrawal for up to
eight days. There is no fee to download and to use the MerrillEdge Mobile
Investing, but you may be charged fees by your wireless service provider.
Please contact your service provider for details on specific fees. For more
information regarding this application, please call the Investment Center at
877.653.4732 or visit merrilledge.com.
Page 5 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
Checkwriting
55) Checks should be written in U.S. dollars only.
56) You may not use checks for your Merrill Edge Self-Directed CMA
Account to:
Purchase securities
Purchase shares of the money funds
Make deposits through the Merrill Lynch Direct Deposit Program
Make payments on outstanding loans from, or overdraft advances
extended by, BANA
57) You can view, download or print copies of your cancelled checks through
merrilledge.com, or you can request copies by calling the Investment
Center at 877.653.4732. Original checks will not be returned to you,
although you can obtain an original check by calling the Investment Center
at 877.653.4732.
58) The bank through which your checks are processed and Merrill reserve the
right to pay post-dated checks, although it and we are not obligated to do
so. The bank and we also reserve the right not to pay checks that it or we
determine, in our sole discretion, are incomplete or improperly completed.
Any checks that exceed your purchasing power or spending limit may also
not be honored.
59) If you request checks be signed with a signature stamp or signature plate,
you agree that such requirements are for your internal purposes only, and
neither Merrill nor the bank through which your checks are processed will
have any responsibility or liability for the payment of any check signed
with a signature stamp/plate.
60) You may request a stop payment on a check. To stop payment, call the
Investment Center at 877.653.4732 and provide details of the check,
including the number, date, payee and exact amount. There may be a fee
for this service (see “Other Fees and Charges,” page 12).
61) If you provide information that is incorrect or untimely, or you do not comply
promptly with a request for other reasonable information, neither Merrill nor
the bank through which checks are processed will be responsible if payment
cannot be stopped. If, for any reason, Merrill fails to stop payment on a check,
we may, without liability, delay re-crediting your account while we determine
the rights of parties involved. In addition, neither Merrill nor the bank
processing your checks will be liable if, through inadvertent payment contrary
to a request to stop payment, other items are returned unpaid.
When and how your account is debited
62) You agree to pay BANA for the Visa card purchases (including direct debits)
posted to your Visa card account. You authorize Merrill to pay BANA from the
assets in your Merrill Edge Self-Directed CMA Account, including, if applicable,
by making loans to you. Merrill will not debit your Merrill Edge Self-Directed
CMA Account until the Wednesday before the last Friday of the month for all
purchases posted to your Visa card account for that monthly period (“Delayed
Debit”). If purchases exceed $100,000 in a monthly cycle, you must execute a
Statement of Purpose (Federal Reserve Form U-1) for BANA. If the Form U-1
is not on file, the entire amount of outstanding purchases will be immediately
debited from your Merrill Edge Self-Directed CMA Account. Any subsequent
charges not exceeding $100,000 clearing the account during the same
monthly cycle will be debited on the Wednesday before the last Friday of the
month. Cash advances and ATM transactions obtained with your Visa card(s)
at participating financial institutions or at ATMs will not be delayed and will be
paid from the Merrill Edge Self-Directed CMA Account on the date that the
notice of the transaction is received by Merrill.
63) We will make payments for debits in the following order of priority:
Available cash balances in your account
Available balances in money accounts
Available credit through margin lending (if enrolled)
64) This system avoids cost of a margin loan until available cash balances and
funds in money accounts (excluding automated minimums) are fullyused.
65) Please note, if you expect to charge more than $100,000 to your Visa card in
any monthly cycle, you must complete a Statement of Purpose form (Federal
Reserve Form FR U-1) for the bank that issued your Visa card. If this form is
not completed, the entire amount of your outstanding card purchases will be
immediately debited from your account. Subsequent charges, provided they
total less than $100,000, will continue to be debited on a monthly basis.
66) If for any reason your participation in the Merrill CMA Access® Visa®
Deferred Debit is cancelled, you must cease using your card(s). Current
charges will be debited to your account on the next business day, and new
items will be debited on receipt instead of at the end of the monthly cycle.
Charges made abroad
67) An international transaction fee equal to 2% applies to the U.S. dollar
amount of all transactions that occur outside the U.S., including purchases,
credits, ATM withdrawals and cash advance transactions. This fee will
only apply to transactions submitted to Visa in a currency other than U.S.
dollars and will be in addition to any other applicable transaction fees.
68) Visa transactions in a foreign currency are converted by Visa into a
U.S. dollar amount in accordance with Visa’s operating regulations and
conversion procedures in effect at the time the transaction is processed.
Visa’s regulations and procedures currently provide that the currency
conversion rate used is a rate selected by Visa from the range of rates
available in wholesale currency markets, which rate may vary from the
rate Visa itself receives, or a government-mandated rate. The method of
currency conversion is subject to change by Visa without notice.
69) The currency conversion rate in effect on the processing date may also
differ from the rate in effect on the transaction date or posting date.
Transactions made in a foreign currency that are submitted to Visa in U.S.
dollars will be posted to your account in that U.S. dollar amount.
Billing rights and overdrafts
70) YOUR BILLING RIGHTS
KEEP THIS NOTICE FOR FUTURE USE
71) This notice contains important information about your rights and our
responsibilities under the Fair Credit Billing Act.
Notify us in case of errors or questions
72) If you think any transaction on your account statement or a BANA overdraft
notice is wrong, or if you need more information about a transaction, you
should write to Bank of America, N.A. (BANA), as soon as possible at:
Merrill
Attn: CMA Operations
NJ2-800-01-03
P.O. Box 1501
Pennington, NJ 08534-0671
73) In your letter, provide the following information:
Your name, address and account number;
The dollar amount of the suspected error;
A description of the item in question; and
Why you believe there is an error.
74) BANA must hear from you no later than 60 days after we send you the
first account statement or overdraft notice on which the error or problem
appeared. You may also call us at 877.653.4732, but doing so will not
preserve your rights. Outside the U.S., call collect 609.818.8000.
Your rights and our responsibilities after we receive your written notice
75) BANA must acknowledge your letter within 30 days unless it has corrected
the error by then. Within 90 days, it must either correct the error or explain
why it believes the statement or overdraft notice was correct.
76) After BANA receives your letter, it cannot try to collect an amount you
question or report you as delinquent. It can continue to bill you for the
amount, and can apply any unpaid amount against your purchasing
power. You do not have to pay any questioned amount while BANA is
investigating, but you are still obligated to pay any amount that is not in
question.
77) If it is found that a mistake was made on your overdraft notice, you will
not have to pay the amount in question. If the bank finds that a mistake
was not made on your statement or overdraft notice, you will have to pay
the questioned amount. The bank will notify you through us in writing of
the amount owed and due date for payment.
78) If you fail to pay the amount that Bank of America, N.A., thinks that you
owe, it may report you as delinquent. However, if Bank of America, N.A.’s
explanation does not satisfy you, and you write to it within 10 days telling
it that you still refuse to pay, it must tell anyone it reports you to that you
have a question about your monthly transaction statement or overdraft
Page 6 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
notice. And, BANA must tell you the name of anyone it reported you to.
Bank of America, N.A., must tell anyone it reports you to that the matter
has been settled with you when it finally is.
79) If the bank does not follow these rules, it cannot collect the first $50 of
the questioned amount, even if your statement or overdraft notice is correct.
Account Information
80) You can obtain account information in three ways: through our Investment
Center at 877.653.4732; on your account statements; and through
merrilledge.com (once activated).
81) For more information on merrilledge.com, see page 7.
Monthly transaction statements
82) Merrill Edge Self-Directed CMA Account statements are sent each month.
83) Your statement(s) will include details of:
Securities bought, sold and held in your account
Other types of transactions in your account, including credit interest
charges, if any
Money account transactions
Interest received on money account balances
Visa card purchases and cash advances
Checks drawn on your account
Pre-authorized electronic transfers
Other fund transfers
Electronic bill payments
ATM withdrawals and deposits
Mobile check deposits
About Optional Services
84) To enhance the capabilities of the Merrill Edge Self-Directed CMA
Account, Merrill offers several optional services. Optional services may
entail additional fees or charges (see “About Fees,” page 12).
85) You may enroll in these services when you open your account. Once you
have established an account and we have your signature on file, you may
be eligible to enroll in these services at a later date.
Historical Pricing and Valuation Service
86) You can request a report showing the securities held in your Merrill Edge
Self-Directed CMA Account as of a specific date. For an additional fee,
you may also request that we provide historical values for publicly traded
securities for gift, estate tax or other planning purposes.
87) Call the Investment Center at 877.653.4732 for more information
aboutthis service.
Account Statement Linking
88) The Statement Link Service allows certain Merrill accounts to be “linked”
so that account statements for all linked accounts are mailed in a single
package.
89) Statements for linked accounts are sent to the designated primary
account holder, who will receive a package containing all periodic
statements in the link. Statements will continue to be sent to account
holders of the linked accounts as required. Please note, all account holders
remain responsible for verifying the accuracy of their individual statements,
reading notices and directing activity in their individualaccounts.
90) The assets of linked accounts are not commingled, and each account
holder retains control over his or her individual account.
Account Linking to BankofAmerica Debit Card
91) Certain Merrill brokerage accounts can be linked to a Bank of America
debit card. Linking your brokerage account to your Bank of America
debit card allows you to access your brokerage account at most
Bank of America ATMs. If you choose to link your brokerage account
to your Bank of America debit card and you also have a Merrill-branded
deferred debit Visa card for your brokerage account, both cards will
remain active with their respective PINs; however, your Merrill card
will not be able to access your Bank of America deposit accounts.
Please note though that any limitations applicable to the card being
used (such as daily cash withdrawal limits) will apply when that card is
used—regardless of the account being accessed. Linking of a brokerage
account to a Bank of America debit card will allow you to transfer funds
between your brokerage accounts at Merrill and your deposit accounts at
Bank of America when using your Bank of America debit card.
92) Point of sale transactions with your Merrill deferred debit card will
continue to clear against your brokerage account, and point of sale
transactions with your Bank of America debit card will continue to clear
against your primary bank account linked to that card.
93) Certain accounts may not have this ability. Please contact the Investment
Center at 877.653.4732 if you have any questions.
Automated Investing
94) When you enroll in automated investing, we will automatically buy shares
on your behalf in a mutual fund according to a predetermined schedule.
You may enroll to invest through your accounts or transfer funds from
your accounts for investment through another Merrill account. All mutual
fund purchases are subject to the eligibility terms in the mutual fund’s
prospectus or statement of additional information. The availability of
certain mutual funds and/or share classes offered by a mutual fund may
be limited at Merrill to specific service models.
95) A Merrill Representative can provide you with further information about
this service.
Electronic Bill Payment
96) You can pay your monthly bills with ease using our electronic bill payment
service (also referred to as Bill Pay). The service allows you to make
one-time or recurring payments from your Merrill Edge Self-Directed
CMA Account to third parties using your Web-connected home or office
computer.
97) Bill payments are debited to your account electronically or by drafts that
clear like Merrill Edge Self-Directed CMA Account checks. Bill payments
are clearly indicated on your monthly statements.
98) For fees applicable to this service, see “About Fees,” page 12.
99) In the event of erroneous bill payments, we are authorized to credit or debit
your account to correct such transactions, subject to applicable laws, rules
and regulations. Payments will not be cleared if they exceed your purchasing
power or spending limit (see “Merrill CMA Access® Visa® Deferred Debit and
Checks,” page 4), and BANA is not obligated to provide you with funds as
anoverdraft.
100) For more information on electronic bill payment, refer to Bill Pay service at
merrilledge.com or call the Investment Center at 877.653.4732.
Direct Deposit
101) Through the direct deposit service, you can have payroll, pension, Social
Security and other recurring payments sent electronically into your
account on your payroll date or on the effective date of the payment, and
those payments will be swept into your primary money account on the
business day after the funds and data necessary to identify your account
are received.
102) Go to merrilledge.com for more information about enrolling in this service.
Page 7 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
Direct Reinvestment
103) By enrolling in the direct reinvestment service, you can have dividends
from all New York Stock Exchange, American Stock Exchange and
Nasdaq Stock Market-listed stocks and most mutual funds automatically
reinvested into more shares of the same stock or fund without
commission charges.
104) Call the Investment Center at 877.653.4732 for more information on
this service.
Funds Transfer Service
105) You can transfer funds electronically to accounts outside Merrill or to other
central asset accounts at Merrill by enrolling in the Funds Transfer Service
(FTS). There is a $100 minimum for electronic fund transfers.
106) You can arrange a funds transfer online at merrilledge.com or by calling
877.653.4732. Transfers will be completed as soon as the next business
day (or the same day if between Merrill accounts). You can also set up
recurring transfers.
107) Your accounts will be debited in the same order of priority described under
“Merrill CMA Access® Visa® Deferred Debit and Checks,” page 4, and the
transfer will not be completed if it exceeds your purchasing power or spending
limit. Fund transfers to your account will not be reflected in your purchasing
power or spending limit for up to 6 days, subject to applicablelaws.
108) Restrictions apply on fund transfers from certain fiduciary accounts.
Call 877.653.4732 for details.
109) Please note that you will be prompted to call us to set up a password for use
in initiating transfers. You should safeguard this password and not share it
with anyone.
110) In the event of erroneous fund transfers, we are authorized to credit or debit
your account to correct such transactions, subject to applicable laws, rules
and regulations.
Rejection of Payment Orders
111) Merrill and/or BankofAmerica may reject payment orders (e.g., wire
transfers, checks, etc.). We will notify you of any rejection orally,
electronically or in writing. If we send written notices by mail, we will do
so by the end of the next business day. We are not liable to you for the
rejection or obligated to pay you interest for the period before you receive
timely notice of rejection.
merrilledge.com
112) All account holders may enroll in merrilledge.com. This Internet-based
service provides 24-hour access to your account information, Merrill
research and investment information, market data, news and e-mail.
113) To activate this service, a User ID and password are required. It is
important to safeguard this information.
114) If you have not created a User ID and password or have forgotten either
of them, you can request this information online at merrilledge.com or by
calling 877.653.4732.
Inter-Company Transfer of Funds
115) If you have both a Bank of America checking or savings account and a
Merrill brokerage account, you may be able to transfer funds between
these accounts using bankofamerica.com or merrilledge.com. In order
to transfer funds, your online profiles must be linked. To link your online
profiles, log on to either bankofamerica.com or merrilledge.com and follow
the instructions to link your accounts. If you have any questions, please call
877.653.4732.
Additional Notes on Electronic Transfers
116) Your account may be subject to the federal law on electronic fund
transfers if you maintain the account as a natural person (as opposed to a
trustee or in another capacity) and have established your account primarily
for personal, household or family purposes. Your rights and responsibilities
will depend on the type of electronic transfer. From time to time, these rights
and responsibilities may change. You will be notified of any changes as
required by applicable law. If the change is necessary for security reasons, you
do not have to be notified in advance.
117) Electronic transfers include:
Visa card cash advances
Visa point of sale transactions
ATM withdrawals
Transfers through a direct deposit service
Transfers through the FTS
Transfers through an ATM
Pre-authorized debits through a program offered by a third party orus
Transfers to and from your account under a bank deposit program
Payments through our Bill Pay service or Merrill standing letters of
authorization.
Your liability
118) You are liable for no more than $50 for unauthorized use of your FTS
password. You are not liable for unauthorized purchases using your Visa
card or for the unauthorized use of your Visa card PIN. You are also
not liable for any amount for the loss, theft or possible unauthorized
transaction once you have notified us or the issuer of the card.
119) Call immediately if a Visa card is lost or stolen, or if you think someone has
transferred or may transfer funds from your account without permission:
800.262.LOST (800.262.5678) Toll-free
609.818.8000 From outside U.S.
(collect calls accepted)
120) Telephoning is the best way of minimizing your losses, but you may also
notify us in writing at:
Merrill
Bankcard Processing
P.O. Box 1519
Pennington, NJ 08534-1519
121) Any funds that are redeemed or withdrawn in connection with a
transaction for which you are not liable will be credited back to you
or your account.
Limits on electronic transfers
122) You are limited to $2,500 a day in ATM withdrawals using your Visa
card. Some ATM transactions that exceed this limit may be completed.
In general, you may make an unlimited number of withdrawals, although
some transactions may be limited or not completed for security reasons.
Some ATM owners and operators may have limits on the frequency of
transactions and the amount of cash withdrawals permitted.
Transaction information
123) You will be sent a monthly statement listing all electronic transfers for the
preceding month. In addition, you will receive a receipt for all electronic
transfers made with a Visa card at ATMs or other electronic terminals in
the U.S.
124) You may also check on the status of transfers at any time by calling the
Investment Center at 877.653.4732. Information about transfers is also
available online at merrilledge.com.
Recurring transfers
125) To stop recurring electronic payments or transfers, call the Investment
Center at 877.653.4732. If you prefer, you may write to us at:
Merrill
Attn: CMA Operations
NJ2-800-01-03
P.O. Box 1501
Pennington, NJ 08534-0671
126) Your notice to cease payments should be timed to arrive at least three
business days before the payment is due to be made. If you have been
asked to put a stop payment request in writing, you must write to us at
the above address within 14 days of your telephone call.
Page 8 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
127) Once stopped, recurring payments will not resume until we receive notice
from you. Any request to change the title of an account will be treated as
a request to stop payment of electronic transfers.
128) If you request that we stop a regular payment at least three business days
before the electronic payment is scheduled and we do not do so, we will
be liable for your losses or damages.
129) You may be charged a fee for stop payment requests. See “Other Fees and
Charges,” page 12, for current fee information.
130) If you have arranged with a third party for recurring transfers from your
account of variable amounts, the third party will notify you 10 days before
each electronic payment of the amount and date of payment. If you prefer,
you may choose to get this notice only when the amount falls outside
certain limits.
131) If you have a Visa card, you will receive advance notice of the varying
amounts of the monthly debit if the amount of the debit exceeds $500,000.
Our liability for failure to make transfers
132) If an electronic transfer is not completed on time or in the correct amount
according to agreements governing the Merrill Edge Self-Directed CMA
Account, we or the Visa card issuer may be liable for the resulting losses
or damages.
133) There are some exceptions. Merrill and the Visa card issuer will not be
liable, for instance, if:
Through no fault on our or its part, the transfer amount will exceed
your purchasing power or spending limit;
Circumstances beyond our or its control (such as fire or flood) prevent
the transfer, despite reasonable precautions that were taken;
The ATM, electronic terminal or electronic system was not working
properly and you knew about the breakdown when the transfer started;
or
The ATM where you obtained cash did not have enough cash.
134) There may be other exceptions stated in the agreement governing the
Merrill Edge Self-Directed CMA Account or provided by applicable law.
Reporting errors or questions
135) If you see an error or have a question about an electronic transfer,
including electronic bill payments, call the Investment Center at
877.653.4732 or write to us at the address below. We must receive notice
of problems or errors within 60 days after the first statement or receipt was
sent on which the problem or error appeared.
136) If you call us, we may ask you to report the error or problem in writing
within 10 business days.
137) Report errors or problems in writing to:
Merrill
Attn: CMA Operations
NJ2-800-01-03
P.O. Box 1501
Pennington, NJ 08534-0671
138) Include the following information:
Your name, address and account number
A description of the error or the electronic transfer you are
unsureabout
The amount of the suspected error
139) If the electronic transfer in question involved obtaining cash at an
ATM or financial institution or was a pre-authorized electronic transfer,
the question or complaint will be resolved promptly but no more than
45 calendar days after the notice is received. If the electronic transfer
in question took place in a foreign country or involved a point-of-sale
transfer made with a Visa card, the question or complaint will be resolved
promptly but no later than 90 calendar days after notice is received.
140) If it is decided that no error occurred, you will be sent a written
explanation within three business days after the investigation is finished.
You may ask for copies of the documents used in the investigation.
Disclosure of account information
141) Subject to applicable law, we, the Visa card issuer or banks holding your
deposit accounts will disclose information to third parties about your
Merrill Edge Self-Directed CMA Account and Visa card only:
Where it is necessary to complete a transaction;
To third parties, including our affiliates, who have a business purpose
for requesting information regarding the account or card;
To credit bureaus and other consumer-reporting agencies;
To comply with a government agency or court orders;
If you have given written permission; or
If you authorize a merchant to automatically initiate recurring
payments.
Remittance Transfers
142) A Remittance Transfer is a wire transfer initiated by a natural person (as
opposed to a trustee or in another capacity) from an account based in the
United States primarily for personal, family or household purposes to a
designated recipient outside of the United States. Your rights with respect
to Remittance Transfers, including error resolution and cancellation rights,
will be explained to you in oral or written disclosures provided to you
contemporaneously with each Remittance Transfer transaction you initiate.
143) Federal law provides certain rights and obligations related to Remittance
Transfers that may differ from rights and obligations that apply to
other types of electronic transfers, including disclosure, cancellation and
error resolution rights. To the extent the provisions of this agreement
are inconsistent with the oral or written disclosures provided to you
for a Remittance Transfer governed by section 919 of the Electronic
Fund Transfer Act (EFTA), 15 U.S.C. Section 1693o-1, the terms of
such disclosures shall govern. Notwithstanding anything to the contrary
contained herein, rights and obligations that apply to Remittance Transfers
are as set forth in EFTA, and as applicable, as set forth in NewYork law.
144) Wire transfers to your account or funded from your account or otherwise
funded by you may involve one or more funds transfer systems, including
without limitation, Fedwire or Clearing House Interbank Payments System
(CHIPS). Accordingly, notwithstanding any choice of law that may be
provided elsewhere in this agreement, such wire transfers will be governed
by the rules of any funds transfer system through which the transfers
are made, as amended from time to time, including without limitation,
Fedwire, the National Automated Clearing House Association, any regional
association (each an “ACH”) and CHIPS. Funds transfers through Fedwire
will be governed by and subject to, Regulation J, Subpart B, and Uniform
Commercial Code Article 4A incorporated by reference hereunder. Wire
transfers through CHIPS are governed by, and subject to, CHIPS Rules
and Administrative Procedures and by the laws of the State of New
York, including Article 4-A of the New York Uniform Commercial Code,
regardless of whether the payment message is part of a wire transfer
that is a Remittance Transfer, except that in the case of an inconsistency
between New York law and EFTA, EFTA shall govern.
About Margin Lending
145) Our Margin Lending Program allows you to borrow against the value of
eligible securities in your Merrill Edge Self-Directed CMA Account. Merrill
maintains the right, in our sole discretion at any time and without prior
notice to you, to determine which securities are eligible to borrow against.
We may refer to the program as the Margin Lending Program. You can use
a margin loan to buy securities or sell securities “short,” or as a source of
credit for purchases using your CMA Visa card or checks.
146) Currently, you can borrow up to 50% of the market value of most
exchange-listed stocks in your Merrill Edge Self-Directed CMA Account.
A greater or lesser percentage of the value of bonds and other types of
investments is available.
147) With margin lending, you pay interest only on the amount you borrow.
Payments are not required as long as your account meets minimum equity
requirements. There are no filing fees, application fees or points.
Page 9 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
148) You must keep a minimum of $2,000 in equity in your Merrill Edge
Self-Directed CMA Account to remain eligible for margin lending. In
general, you may enroll only one account. Certain fiduciary accounts, such
as custodial accounts, are not eligible for this program.
149) Margin requirements are subject to change and may vary depending
upon factors such as security type, market price and concentration.
Certain Internet-related and other volatile securities and holders of
controlled and restricted securities may be subject to higher initial equity
and maintenance requirements. Merrill may change initial equity and
maintenance requirements at any time without notice.
150) Borrowing against tax-exempt bonds, tax-exempt municipal funds and
tax-exempt unit investment trusts may involve the loss of the interest
deduction from taxable income. You should check with your tax advisor
before borrowing against tax-exempt investments or having them priced
in your account.
153) The rates shown may vary in individual situations at Merrill’s discretion.
154) Your total interest rate is subject to change without notice in accordance with
changes in the BLR and your average daily loan balance. If there is a change
in the BLR during a charge period, you will be charged the new interest rate
for the remainder of the charge period or until another change in the BLR
occurs. If your rate is changed for any other reason, you will receive a written
notice at least 30 days before the change.
155) Your account statement will show the interest rate applied, the average
daily loan balance, the number of days the loan was outstanding, and the
actual interest charged to your account for the charge period. If there was
a change in the BLR during the charge period, your account statement will
itemize that information for each rate applied during the charge period.
Margin Interest Rates
156) Interest will be charged for any loan extended to you, whether for the
purpose of buying, trading or carrying securities or for other purposes
including transfer of cash to your other account.
Your interest rate will be the current MerrillLynch Base Lending Rate
(BLR) plus a supplementary percentage or “spread” based on (1) your
average daily loan or debit balance; and (2) the value of the assets and
liabilities in your “Relationship Group” at the time that your account is
approved for the Margin Lending Program or when your Relationship
Group is reset, which can be done at your request. Your “Relationship
Group” is defined as: (i) your accounts at Merrill, and (ii) in Merrill’s
discretion, your accounts and eligible accounts of others in your
household at Merrill and Merrill’s affiliates, such as BankofAmerica,
N.A. be The BLR is adjusted weekly from time to time with reference
to commercial interest rates and market conditions. Please note that
your spread will not automatically be updated to reflect changes in the
value of the assets and liabilities in your Relationship Group over time.
To obtain the current BLR, understand what accounts are currently in
your Relationship Group, or request that other accounts be added to
or removed from your Relationship Group, or to have the value of your
Relationship Group reset, call the Investment Center at 877.653.4732 or
visit merrilledge.com/pricing.
Eligible securities, borrowing limits and maintenance requirements
1
Security Initial Equity Borrowing Power Maintenance Requirement
At least Up to At least
Common stock 50% of purchase cost 50% of long-market value 30% of long-market value
State and municipal bonds 20% of purchase cost or 7% of
principal, whichever is greater
80% of long-market value or
any amount over 7% of principal,
whichever is less
15% of long-market value
or 7% of principal, whichever
is greater
Most Merrill-sponsored
unit investment trusts
100% of purchase cost 50% of long-market value once
fund has been owned for 31 days
30% of long-market value, regardless
of share price
Other approved unit investment 100% of purchase cost 50% of long-market value once
fund has been owned for 31 days
30% of long-market value, trusts
regardless of share price
Approved open-end mutual funds 100% of purchase cost 50% of long-market value once
fund has been owned for 31 days
30% of long-market value, regardless
of share price
Convertible bonds 50% of purchase cost 50% of long-market value or any
amount over 7% of principal,
whichever is less
30% of long-market value
or 7% of principal, whichever
is greater
Non-convertible bonds 30% of purchase cost or 7% of
principal, whichever is greater
70% of long-market value or any
amount over 7% of principal,
whichever is less
30% of long-market value
or 7% of principal, whichever
is greater
U.S. Treasury notes and bills
5% of purchase cost
2
95% of long-market value 5% of long-market value
2
U.S. Treasury bonds 8% of purchase cost
2
92% of long-market value 6% of long-market value
2
Other government agency issues 10%15% of purchase cost
2
90% of long-market value 6%10% of long-market value
2
1
This chart is only intended as a general guide. Please call the Investment Center at 877.653.4732 for more complete information on margin eligibility, initial equity and maintenance requirements.
2
Minimum requirement is 3% of principal amount.
Margin interest rates
151) Interest will be charged for any loan extended to you, whether for the
purpose of buying, trading or carrying securities or for other purposes
including transfer of cash to your other account.
152) Your interest rate will be the current Merrill base lending rate (BLR) plus
a supplementary percentage based on your average daily loan balance.
The BLR is adjusted from time to time with reference to commercial
interest rates and market conditions. To obtain the current BLR, call the
Investment Center at 877.653.4732 or visit merrilledge.com/pricing.
On average daily
balances of: Rate
3
Less than $25,000 ML BLR + 3.375%
$25,000–$99,999 ML BLR + 2.250%
$100,000–$499,999 ML BLR + 0.875%
$500,000$999,999 ML BLR + 0.625%
$1,000,000–$4,999,999 ML BLR – 0.000%
$5,000,000–$9,999,999 ML BLR – 0.500%
More than $10,000,000 ML BLR – 0.750%
3
Rates effective as of June 18, 2018.
Page 10 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
The following table shows the supplementary percentage or spread that
will be added to the BLR based on different average daily loan or debit
balances and Relationship Group values. The spreads depicted in this
table are as of February 22, 2022, and are subject to change in Merrill’s
discretion.
Debit Balance
Tiers <$100MM $100M – $999M $1MM – $4.00MM ≥$5MM
Relationship Group Value
<$100M 8.500 7.750 6.750 5.500
$100M – $249M 8.250 7.50 0 6.500 5.250
$250M – $499M 8.000 7.250 6.250 5.000
$500M – $749M 7.750 7.000 6.000 4.750
$750M – $999M 7.5 0 0 6.750 5.750 4.500
$1.0MM – $2.49MM 7.25 0 6.500 5.500 4.250
$2.5MM – $4.99MM 7.000 6.250 5.250 4.000
$5.0MM – $7.49MM 6.875 6.125 5.125 3.875
$7.5MM – $9.99MM 6.875 6.125 5.125 3.875
$10MM – $14.99MM 6.750 6.000 5.000 3.750
$15MM – $24.99MM 6.750 6.000 5.000 3.750
$25MM – $99.99MM 6.500 5.750 4.750 3.500
$50MM – $99.99MM 6.500 5.750 4.750 3.500
$100MM 6.250 5.500 4.500 3.250
157) Your account statement will show the interest rate applied, the average
daily loan balance, the number of days the loan was outstanding, and
the actual interest charged to your CMA Account for the charge period.
If there was a change in the BLR during the charge period, your account
statement will itemize that information for each rate applied during the
charge period.
158) Your total interest rate is subject to change without notice in accordance
with changes in the BLR, your average daily loan balance, or the value of
the accounts in your Relationship Group if or when that information is
reset. If there is a change in the BLR during a charge period, you will be
charged the new interest rate for the remainder of the charge period or
until another change in the BLR occurs. If your rate is changed for any
reason other than those described in this paragraph or in the case of
concessions granted at the discretion of Merrill, you will receive a written
notice at least 30 days before the change.
Charge period
159) The period for which interest charges are made runs from the last Friday
of each month up to and including the last Thursday of the following
month. There are three variations to this: (1) if the last Friday of the month
is a holiday, then the interest charge period will end one business day
earlier; (2) in December, the interest charge period will end on the next-to-
last business day of the year (and the interest charge period for January
of the following year will begin on the last business day of the year); and
(3) for accounts that receive calendar month-end statements, the interest
charge period runs from the last business day of the calendar month up to
and including the next-to-last business day of the calendar month.
160) The interest charge period parallels the monthly statement period, except
that interest for the final day of the statement period will be carried
over and reflected on the next month’s statement. The final day of the
statement period is the last Friday of the month, except (1) if that Friday
is a holiday, the final day of the statement period is the prior business day;
(2) in December, when the final day of the statement period is the last
business day of the year; and (3) for accounts that receive calendar month-
end statements, the final day of the statement period is the last business
day of the calendar month.
161) The average daily debit-balance entry which will appear on your statement
is calculated based upon the number of days on which there was a debit
balance in your account and not on the total number of days in either the
charge period or the statement period.
Calculation of charges
162) The interest charge is determined at the close of the charge period by
multiplying the average daily loan balance by the applicable interest rate
and the number of days a loan was outstanding, then dividing by 360.
163) If the base lending rate was changed during the charge period, interest
charges are calculated separately for the appropriate number of days at
each rate and itemized on your statement.
164) Interest charges are due and payable at the close of the charge period.
The exact amount due may be obtained by contacting the Investment
Center at 877.653.4732. If you do not pay the interest charge at the
close of the charge period, the interest will be added to the opening loan
balance for the next charge period.
Short sales
165) The market values of securities you sell “short” are adjusted daily for interest
calculation purposes by a process called “marking to market.” “Short sales
against the box” are treated in exactly the same way as short sales.
166) The market value of all securities sold short in your account, including
securities sold “short against the box,” are treated as a debit for the
purpose of calculating interest charges. The closing market value of the
securities which were sold short is determined each business day and is
either added to the net debit balance or subtracted from the net credit
balance in order to calculate interest charges.
167) If the total market value of the securities sold short increases, then the
debit adjustment to the net balance will increase by the same amount
for the calculation of interest charges. Conversely, if the total market
value of the securities sold short decreases, then the debit adjustment to
the net balance will also decrease by a like amount for the calculation of
interest charges. The market value of “long” securities held in your account
against which a short sale is made is not included in the computation of
interestcharges.
168) Please note that upward or downward adjustments of balances are for
interest calculation purposes only.
A note on selling securities not in your account
169) If you sell securities through us that you own but have not yet placed into
your account, they must be delivered to Merrill by the settlement date
of the transaction. Proceeds of such sales will not be used as an offset
in calculating interest charges until the securities are received into your
account in good deliverable form. Similarly, credits resulting from the
exercise of employee stock options and sale of the underlying stock will
not be used as an offset until the securities are actually received into your
account in good deliverable form.
The exercise of an employee stock option may include either (1) a loan to you
by Merrill for the amount of the exercise price, together with any additional tax
withholding, up to the maximum amount that may be obtained under federal
law, currently 50% of the value of most equity securities; or (2) an advance of
funds for the amount of the exercise price, together with any additional tax
withholding up to the net sales proceeds to be received if you are exercising
an option and concurrently selling the securities. In computing interest charges,
any credit resulting from the proceeds of such a sale will not be used as an
offset until the securities to be obtained on the exercise of your employee
stock option are actually received into your account in good deliverable form.
Option trading
170) Options can be traded through your Merrill Edge Self-Directed CMA
Account and may be used to hedge a leveraged position. However, options
themselves cannot be bought or sold on credit or borrowed against for
purchases of any kind.
171) Please note that option trading must be approved in advance by Merrill and
additional documents are necessary. Option transactions involve certain risks
and are not appropriate for every investor. Contact the Investment Center at
877.653.4732 for specific information.
172) Writers of options, other than certain covered call writers and certain
writers of cash-secured puts, must comply with the applicable initial equity
and maintenance requirements that are set by Merrill, subject to minimum
requirements imposed by the Federal Reserve Board, by securities and
options exchanges, and by other self-regulatory organizations. These
requirements vary depending on the underlying interest and the number
of option contracts sold, and may be increased at any time by any of the
above-mentioned organizations.
173) In addition, we may impose certain position limits, and additional initial
equity and maintenance requirements may be imposed from time to time
without notice. If these limits and requirements are not met, Merrill may close
sufficient option contracts to bring the account into compliance with them.
Page 11 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
Liens and additional collateral
174) Any securities or other property in any of your accounts with us are
collateral for any debit balances in any of your accounts. A lien is created
by these debits to secure the amount owed to us. We retain the right
to require additional collateral any time we deem it necessary for our
protection. These maintenance calls can be met by the prompt delivery
of either additional acceptable securities or cash.
175) In accordance with the terms of our Client Agreement, should the equity
in your account(s) fall below our minimum maintenance requirements
for margin, securities in your account(s) may be sold to reduce or satisfy
your debit balance. At present our minimum maintenance requirement for
equity stocks eligible for margin is 30% of their current market value or $3
a share, whichever is greater. As to our minimum requirements for other
types of securities or transactions, contact the MerrillEdge Self-Directed
Investment Center. Minimum maintenance requirement as well as initial
requirements are subject to change without notice.
You agree that to the extent permitted by New York law, Merrill shall
collect from you reasonable costs and expenses of collection of any such
debit balance(s) and any unpaid deficiency in your account, including but
not limited to attorneys’ fees that Merrill incurs or pays in connection with
such efforts.
Non-Automatic Cash Sweep Funds
176) A non-cash sweep (for example, Preferred Deposit) is a transfer by you of
cash (i.e., free credit balances) from your account at Merrill to a non-cash
sweep bank deposit account and/or to a money market mutual fund(s)
that works as follows. You will be required to give us a specific order,
authorization, or draft that we enter either (i) to transfer funds to the
non-cash sweep bank deposit account, or (ii) in the case of money market
mutual funds, to enter a buy order to obtain new shares and a sale order
to obtain cash. Non-Cash sweeps are not a part of the Sweep Program
in which you may be enrolled. In addition, if you fail to redeem /make
a withdrawal from a non-cash sweep to satisfy any open obligations in
your account, then this would lead to margin interest charges in margin
accounts, or overdrafts in cash and margin accounts. Nothing in this
paragraph should be viewed or considered to waive or limit any rights we
have in your accounts as described in this Agreement, including but not
limited to, any security interests or liens we may have in your account,
liquidation rights, ability to charge fees, or impose limitations on your
account(s).
Stock borrow charges
177) Effective August 7, 2017, if you short a stock that is in limited supply
(i.e., “in demand”), you may be charged an SB Charge for borrowing that
security. Whether there is an SB Charge for a particular security, and the
relevant rate for the SB Charge, depend on various factors, including, but
not limited to, the availability of that stock based on supply and demand in
the lending market at that time, the size of the transaction, rates charged
by counterparty lenders, days to cover/short-interest ratio of the stock,
the percentage of the issuer’s float that is held short and the number of
days that the position is held short (i.e., borrowed). Securities that are “in
demand”, and any corresponding SB Charges, are determined by market
participants, and may fluctuate on a daily basis. It is important to note
that the SB Charges may be substantial. In some instances, where
the demand for the security borrowed is extremely high, the SB
Charge, on an annualized basis, may exceed the principal value of
the security. It is also important to note that, even if a security is
not “in demand” at the time of your short sale, it may become “in
demand” at any time based on market factors, and at that point, it
would be subject to an SB Charge. The SB Charge rate can fluctuate
daily without priornotice.
SB charges assessed
178) If you short “in demand” securities, Merrill may charge you all SB Charges
assessed in connection with your short sales with us on a daily basis
starting on the settlement date of the trade. The charges may reflect work
done by Merrill on your behalf in connection with these transactions to
establish and maintain a short position in your account, which may result
in a profit to Merrill. Short stock positions opened and closed intraday (not
held overnight) will not be subject to an SB Charge.
Please note that you may obtain updated information with respect to
the status of your short positions (including any applicable SB Charges)
by contacting the Investment Center at 877.653.4732, a Merrill Financial
Solutions Advisor or an Investment Center representative at any time.
In addition, all applicable SB Charges assessed will be displayed under
a “SB CHARGE” debit entry on your monthly account statement, including
those positions that incurred charges after the initial settlement date as
described in the prior paragraph. This will show, on an aggregated basis,
the charges for all shorted securities that incurred an SB Charge during
the applicable period (described below), as well as a detailed breakdown
of each SB Charge, including the applicable borrowing rate for each
“in demand” position for the applicable period. A daily breakdown can
also be provided upon request by contacting your financial advisor, a
Merrill Financial Solutions Advisor or an Investment Centerrepresentative.
Any SB Charge entry on your account statement represents the debit of
such charges, which are made one Business Day after each applicable
SB Charge is incurred. Applicable SB Charges in your account will then
be posted online one Business Day after the charge is debited. Thus, if
you incur SB Charges on weekend days, such charges will be debited on
the next Business Day (i.e., Monday, unless Monday is a holiday), and the
charges will be visible in your account online on Tuesday (or Wednesday,
if Monday is a holiday).
Your account statement will include all SB Charges debited in your account
in a calendar month, except that any SB Charge debits that occur on the
last Business Day of a month will be reflected on the following month’s
account statement.
Calculation of SB charge
179) SB Charges are calculated on an annualized basis based on the value of a
short position and the SB rate for that position. SB Charges for a particular
position are charged daily on a pro-rated basis depending on how many
calendar days you hold the position short.
In the next column is an example of the calculation of an SB Charge. Please
note that the example in the next column is for illustrative purposes only and
does not reflect the actual SB Charges that you may incur on any given short
position, which may be significantly higher than the charges reflected in the
example in the next column. Please also note that in addition to SB Charges you
may also be charged commissions and incur other expenses in connection with
a short sale of securities that are not captured in the following example. Please
note, the SB Charge amount for a given day is determined by multiplying the
trade value of the stock borrowed by the applicable SB Charge rate, divided by
360. Therefore, the effective SB Charge rate for a given day can be obtained by
multiplying the SB Charge amount by the number of days in a given year (e.g.,
365 days) and dividing by the trade value of the stock borrowed.
current price of stock = $11.00
number of shares sold short = 10,000
SB Charge rate = 20%
(market price of stock) x (share quantity) = trade value
ofstockborrowed
$11.00 x 10,000 = $110,000
(trade value of stock borrowed) x (SB Charge rate) = annual
SBCharge amount
$110,000 x 0.20 = $22,000
(annual SB Charge) / (360 days) = daily SB Charge amount
$22,000 / 360 = $61.11
((daily SB Charge amount) x (365 days)) / (trade value
ofstockborrowed) = effective SB Charge rate
($61.11 x 365) / $110,000 = 20.28%
Page 12 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
About Fees
Account maintenance fees MerrillEdge Self-Directed CMA account
Transfer and termination fees
Full Account Transfer Fee $49.95
Cash management services
ATM Transaction Fee
4
$0
Cash Advance Fee (non-ATM) .25% of principal; $2.50 minimum fee
Check Retrieval/Check Copies/Canceled Check Fee $3
CMA Visa International Transaction Fee 2% of the U.S. dollar amount of all transactions occurring outside the U.S. that are
submitted to Visa® in a currency other than U.S. dollars
Fund Transfer Services Returns $0
Non-Sufficient Funds Fee: includes returned debit items,
checks and ACH
$0
Return Deposit Fee: includes returned credit items, checks and ACH $0
Stop Payment Fee $25
USD FED Wire Transfer $24.95
Domestic or international
4
Non-BankofAmerica ATMs may charge a fee for using their ATMs.
Investment specific
MerrillEdge Fees
Bond Coupon Deposit Fee $5
Security Reorganization: Mandatory Exchange $0
Security Reorganization: Voluntary Exchange $30
Past Due Exchanges for Physical Securities $50
Third-Party Fees
Delivery of Non-Government Securities — Direct Registration
System (DRS
5
) Eligible
$25
Delivery of Non-Government Securities — Direct Registration
System (DRS
5
) Non-Eligible or Non-Participating
$500
Legal Transfer Fee — Depository Trust Company $75
Government Security Transfer Fee $125
5
DRS eligibility is determined by the issuer of the stock.
183) Charges may also be imposed for transfers through the FTS that are
rejected due to insufficient or uncollected funds, and for providing
originals or copies of checks that have been processed.
184) We receive a distribution fee and an affiliate receives a management fee
from the money market mutual funds. In addition, other affiliates of ours
may receive fees for providing services, such as management and transfer
agency services, to the money market mutual funds. We also receive a
recordkeeping and services fee from BankofAmerica, N.A., with respect
to deposits in the Merrill Lynch Direct Deposit Program. In connection
with Visa cards, our affiliates may receive fees from sources other than
Merrillclients.
185) Merrill and the Merrill Affiliated Banks reserve the right to change any fees
or charges, or to implement additional fees or charges at any time, subject
to the applicable law.
180) Unless otherwise indicated, all fees are nonrefundable and are
subjectto change upon notice. Please visit merrilledge.com/pricing
forallMerrillEdge Self Direct Fee information.
Other Fees and Charges
181) You will be charged brokerage fees for securities transactions made
through your account. Visit merrilledge.com for more information.
182) The following miscellaneous fees may apply to Merrill Edge Self-Directed
CMA Accounts. Please visit merrilledge.com/pricing for more details.
Page 13 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
Account Agreement
186) By maintaining your Merrill Edge Self-Directed CMA Account, you
acknowledge that you have received and read this agreement, the
Merrill Edge Self-Directed CMA Account disclosures, any applicable
money market mutual fund prospectuses and the Merrill Lynch Direct
Deposit Program disclosures, and that you are agreeing to the terms
and conditions in these documents.
187) You certify that all information you provide in connection with the
establishment of your accounts, including in reference to checks and Visa
cards, is true and correct and that Merrill or Merrill Affiliated Banks may
rely on and verify such information.
Securities and other property
188) In this agreement, the term “securities and other property” means money,
securities, securities entitlements, financial assets, investment property,
financial instruments and commodities of every kind and nature and
related contracts and options relating thereto, whether for present or
future delivery. This includes securities and other property currently or in
the future held, carried or maintained by us or by any of our affiliates, in
our possession or control (or the possession or control of our affiliates)
for any purpose, for any of your accounts now or in the future opened,
including any accounts in which you may have aninterest.
MerrillEdge Self-Directed CMA Account
189) The Merrill Edge Self-Directed CMA Account consists of:
A Merrill Edge Self-Directed CMA Account;
A money account for each such account (see “MerrillLynch Direct
Deposit Program,);
Visa cards and a checkwriting facility; and
An optional Margin Lending Program.
190) You agree that available cash balances in your account will automatically
be deposited at least once a week into Merrill Lynch Direct Deposit Program.
191) You agree that Merrill may reasonably withhold access to money account
balances until we are satisfied that amounts credited to your accounts
have been collected. We may satisfy amounts you owe in connection with
your accounts (including debit balances in your accounts, Visa card debits
or charges, checks presented, or investments or deposits later reversed)
from your assets, including money account balances, or through margin
lending (if applicable).
192) You accept that certain fees, which are subject to change, will be charged
to your accounts for financial services we provide (see “About Fees” on
page 12).
Extraordinary events
193) You agree that Merrill, its affiliates, and Merrill Affiliated Banks will not
be liable for loss caused directly or indirectly by government restrictions,
exchange or market rulings, suspension of trading, war, strikes or other
conditions beyond theircontrol.
Account documents
194) You agree that Merrill and Merrill Affiliated Banks have the right, subject to
applicable law, to amend any agreements and disclosures relating to your
accounts, including this account agreement, by notifying you in writing.
You agree that any such amendments shall be effective as of any date we
and the Merrill Affiliated Banks establish, subject to applicable law. Unless
the context otherwise requires, the term “agreement” shall include the
agreements and disclosures relating to your account, as amended from
time to time.
195) You accept there may be additional documentation required from you by
applicable law or by the policies and procedures of Merrill or the Merrill
Affiliated Banks. You agree to comply promptly with any such requests for
additional documentation.
Credit information
196) You authorize Merrill and its affiliates (including the Merrill Affiliated
Banks) to request a consumer report about you from one or more
consumer reporting agencies for the purposes of:
Evaluating your application for the CMA financial service or related
program or service;
Reviewing or collecting any customer information for accounts opened
by you; or
Any other legitimate business purpose.
197) At your request, we will supply you with the name and address of each
consumer-reporting agency from which we obtained a consumer report,
if any, in connection with your accounts or application.
198) You understand that Merrill shares information with its affiliates, the
Merrill Affiliated Banks in accordance with our privacy policies. For more
information on how and why we can share information, please read our
“U.S. Consumer Privacy Notice” by visiting ml.com/privacy.
Account notices and communications
199) You agree that communications, including monthly statements and other
notices will be sent to your address.
200) All communications so sent, whether by mail, messenger or otherwise, will
be considered to have been given to you personally upon such sending,
whether or not you actually receive them.
201) Reports of the execution of orders (confirmations) and statements
of account shall be conclusive if not objected to by written notice
delivered to us within 10 business days after delivery of or
communication of the reports or statements to you by us.
Joint accounts and joint and several liability
202) If there is more than one account holder, their obligations are “joint and
several.” The legal ownership of the account shall be in such form as you
designate and as confirmed by Merrill, as reflected in the account title. If
no designation is made, Merrill is authorized to deal with account holders
as tenants in common (without rights of survivorship).
203) If you are a U.S. citizen, legal ownership of the account will be governed
by the internal laws of your state of permanent residence. If you are a
nonresident alien, you agree that the form of joint ownership designated
for the account shall be governed by the internal laws of the State of New
York (notwithstanding the laws of any other jurisdiction to the contrary).
You also agree to submit to the jurisdiction of the courts of New York and
the federal courts in the Southern District of New York for purposes of
determining all matters with regard to the account and consent to service
of process by certified mail to the account’s address of record.
204) All account holders agree that each account holder has authority to
transact any business on behalf of the account as fully and completely
as if he or she were sole owner of the account.
205) Merrill is authorized, subject to our policies and procedures, to accept
written or oral orders and instructions with respect to the account from
each account holder, without notice to any other account holder, for
the receipt or transfer and withdrawal of funds by check, wire transfer
or otherwise, and for the purchase, sale, exchange, transfer or other
disposition of securities and other property (with or without consideration),
including, but not limited to, checks drawn to, or transfers made directly to,
the account holder requesting the check or transfer and/or to third parties.
206) Merrill reserves the right to require joint instructions by all account
holders or a court order at any time with regard to the transfer of funds
or securities.
207) If the account holders have enrolled in the Margin Lending Program, all
account holders further agree that all securities and other property that
Merrill may be holding for any of them, either in this account or otherwise,
shall be subject to a lien for the discharge of obligations of this account
to Merrill. Such lien is in addition to any rights and remedies Merrill may
otherwise have.
208) All statements, notices or other communications sent or given to one
account holder by Merrill shall be considered notice to all account holders.
Page 14 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
Ownership changes on joint accounts
209) On the death of an account holder, the divorce of married account holders,
the assignment of an account holder’s interest or other event that causes
a change in ownership, all account holders or the surviving account
holder(s), as applicable, shall immediately give Merrill written notice
thereof. In such event, Merrill may take such action, including requiring
such documents or imposing such restrictions on the account, as we deem
necessary in the circumstances.
210) The estate of a deceased account holder and a departing account holder
by assignment or divorce shall remain liable, jointly and severally, with the
remaining or surviving account holder(s) for any obligations of the account
arising before Merrill receives such notice, or incurred in liquidation of the
account or the adjustment of the interests of the account holders.
211) In the event of any such change of ownership of the account, Merrill is
authorized to divide or retitle the account in accordance with the form
of legal ownership of the account as reflected on our records or by
written instructions of the remaining or surviving account holder(s), or by
obtaining a court order, as we may reasonably determine is appropriate in
the circumstances.
212) Unless agreed otherwise among account holders in writing provided
to Merrill, joint accounts designated “with right of survivorship” (e.g.,
JTWROS) shall vest the interest of a deceased account holder in the
surviving account holder(s). Accounts designated “without right of
survivorship” (e.g., TIC) shall entitle the estate of a deceased account
holder and the surviving account holder(s) to equal shares of the account.
213) All account holders agree to indemnify Merrill against any liability, loss or
expense incurred from acting in accordance with this agreement in the
event of a change of ownership of the account.
Visa cards and checks
214) You agree that Visa cards issued to you remain the property of the issuing
bank and may be cancelled by the issuing bank at any time without
priornotice.
215) You agree that you will be liable for all authorized transactions arising
through the use of Visa cards and checks. You will be responsible, on a
continuing basis, for the safekeeping of your cards and checks and shall
not permit an unauthorized person to have access to them.
216) In addition, you will be responsible for reviewing your monthly statement
in order to discover and report to Merrill any possible unauthorized
use of your Visa cards and checks. You agree to notify us immediately
if you believe or have reason to believe there may be or has been an
unauthorized use of your Visa cards or checks.
217) Unless limited by law, you agree you are liable for any losses and damages
arising from any breach of these undertakings to safeguard your Visa
cards or checks, to review your statements and to promptly report any
unauthorized activity.
218) You also agree to pay the reasonable costs and expenses of collecting any
unpaid balance due, including attorneys’ fees, to the extent allowed by law,
involved in such collection.
219) You understand that, under this agreement, the Merrill Affiliated Banks
have not taken a security interest in any of the assets in your account or
money accounts.
220) You agree to pay Bank of America, N.A. (BANA), for all purchases made
using your Visa cards. You authorize Merrill to pay BANA from the cash
balances in your account, through a margin loan (if you have enrolled in
the margin lending service) or by withdrawing or redeeming your money
account balances. Payments will be made in the order described on
page5. Payments will be made on the Wednesday before the last Friday
of each month for all purchases made in that monthly period.
221) If at any time, however, your total purchases exceed $100,000 during any
monthly cycle, the entire amount will immediately be debited from your
account, unless BANA has received a signed statement of purpose form
(Federal Reserve Form FR U-1) from you. Further charges (provided they
are less than $100,000) will be debited at the normal time. You agree to
waive your right under federal law to be notified in advance of variable
debits provided the amount does not exceed $500,000.
222) You may make payments by other means, provided they are compatible
with our operations and procedures, and you agree to notify Merrill of your
intention to do so.
223) You agree that you will not dispose of assets in your Merrill Edge Self-
Directed CMA Account or any other account with Merrill or its affiliates
if such disposal will negatively affect your ability to pay BANA for card
transactions. You may continue, however, to trade securities in your
Merrill Edge Self-Directed CMA Accoun
t.
224) Cards for your CMA Account may only be issued to you if you reside in the
U.S. and you use an official U.S. address for your place of residence.
Purchasing power
225) You agree that you will not incur charges with your checks and cards that
exceed your purchasing power, which is defined as the total cash or free
credit balance in your account, your available money account balances
and, if applicable, available credit under the Margin Lending Program. You
understand that your purchasing power may fluctuate from time to time
and day to day.
226) If a charge exceeds your purchasing power, you will be in default, and
Merrill may, among other things, terminate your subscription to the
Merrill Edge Self-Directed CMA Account.
Overdrafts
227) If you exceed your purchasing power, Bank of America, N.A. (BANA), may
accept the transaction as an overdraft and advance you funds for the
amount exceeding your purchasing power. If this happens, you will be
notified and you agree that you will immediately pay the amount of the
overdraft.
228) To get the “average daily balance,” we take the beginning balance of your
overdrafts each day, add any new overdrafts, and subtract any payments
or credits. This gives us the daily balance. Then we add up all the daily
balances for the billing cycle and divide the total by the number of days in
the billing cycle. This gives us the “average daily balance.”
229) Any payments you make will be applied on the date of receipt, to the
balance of overdrafts in the order they were incurred.
230) You will be notified in writing if you have been provided with an overdraft.
231) You may remit payment for your overdraft in one of the following manners:
1) Transfer funds from another Merrill account at merrilledge.com
(ifapplicable).
2) Send a check or money order, payable to:
Merrill Lynch
P.O. Box 43247
Jacksonville, FL 32231-3247
Include your account number on your check or money order to ensure
proper credit to your account. You may not use a Merrill check drawn on
the same account that has the debit balance.
3) Make a deposit at any Merrill branch office or Bank of America
deposit-taking ATM.
4) Wire funds from an external account at another institution to your
Merrill account.
5) Liquidate securities held in the account.
6) Consider upgrading to a margin account. Current margin rates can be
viewed on merrilledge.com or by contacting a Merrill Representative at
877.653.4732.
232) Please note that in the event there has been any non-related debit activity
in your account since the overdraft occurred, any deposits made to your
account will be used to satisfy that activity before being credited to the
overdraft.
Pledging and lending assets
233) If you enroll in the Margin Lending Program, you agree that we have the
right, subject to limitations under applicable laws, rules and regulations, to
pledge or repledge securities and other property in your accounts, either
separately or in common with other such securities or property, and for
any amount due in your account, or a greater amount. We may do so
without notice to you and without retaining in our possession or under our
control for delivery a like amount of similar securities or otherproperty.
234) In return for extending credit to you under the Margin Lending Program, you
acknowledge and agree that we may lend, either to Merrill or to others, the
securities in your account (along with all attendant rights of ownership), to
the extent not prohibited by applicable laws, rules and regulations. You
Page 15 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
understand that we may receive and retain certain benefits to which you
will not be entitled in connection with such loans. You agree that, in certain
circumstances, such loans could limit your ability to exercise voting rights,
in whole or in part, with respect to the securities lent. In addition, you
acknowledge that, in using certain securities in your account for, among
other things, settling short sales and lending the securities for short sales,
we may receive compensation in connection therewith.
Exercising employee stock options
235) In order to sell shares under your company’s stock option plan, you hereby
constitute and appoint Merrill as your agent and attorney-in-fact for the
purpose of:
Determining and selling the number of shares of stock required to pay
the amounts due upon exercise of the options;
Making such payments; and
Taking such further actions as shall be necessary to implement your
employee stock option exercises.
236) You authorize and instruct your employer to deliver the stock issued
pursuant to your stock option exercises to you. You agree that this
authorization is irrevocable and will continue in full force and effect
and will apply to each stock option exercise.
237) All company stock held or carried in your Merrill Edge Self-Directed CMA
Account shall be subject to a lien for the discharge of any debt resulting
from funds advanced to you for payment of the stock option exercise,
applicable taxes, interest, and fees or commission.
Margin Lending Program
238) If enrolled in the Margin Lending Program, you agree to maintain such
securities and other property in your account as required by Merrill.
239) In this agreement, the term “securities and other property” means money,
securities, securities entitlements, financial assets, investment property,
financial instruments and commodities of every kind and nature and
related contracts and options relating thereto, whether for present or
future delivery. This includes securities and other property currently or in
the future held, carried or maintained by us or by any of our affiliates, in
our possession or control (or the possession or control of our affiliates)
for any purpose, for any of your accounts now or in the future opened,
including any accounts in which you may have aninterest.
240) You understand and agree that any credit extended to you in connection
with your Merrill Edge Self-Directed CMA Account is primarily for
investment or business purposes.
241) You agree that your monthly margin loan balance shall be charged interest
at a rate permitted by the laws of the State of New York. If interest
charges are not paid at the close of a charge period, they will be added
to the opening balance for the next charge period. Interest will then be
charged upon the entire opening balance of that next chargeperiod.
242) Merrill has the right to make a margin or maintenance call and
require additional collateral:
1) In accordance with our general policies on maintenance
requirements for margin lending, which may be modified,
amended or supplemented from time to time;
2) If in our discretion we consider it necessary for our protection at
an earlier or later time than called for in the general policies;
3) In the event that a petition in bankruptcy or for appointment of
areceiver is filed by or against you;
4) If an attachment is levied against your accounts; or
5) In the event of your death.
243) If you do not provide additional collateral as we may require for 1
and 2 above, or should an event described in 3, 4 or 5 above occur
(whether or not Merrill elects to require additional collateral), you
agree that Merrill may:
Sell any or all securities and other property in your accounts
with us or any of our affiliates, whether carried individually or
jointly with others;
Buy any or all securities and other property which may be short
in such accounts; and
Cancel any open orders and close any or all outstanding contracts.
244) We may exercise any or all of these rights without further demand
for additional collateral, or notice of sale or purchase, or other
notice or advertisement.
245) Any such sales or purchases may be made at our discretion on any
exchange or other market where such business is usually transacted,
or at public auction or private sale; and we may be the purchaser
for our own account. You agree that our giving of any prior demand
or call or prior notice of the time and place of such sale or purchase
shall not be considered a waiver of our right to sell or buy without
any such demand, call or notice as provided in this agreement.
Security interest in favor of Merrill
246) All Securities and Other Property in any account, now or hereafter held,
carried or maintained by Merrill or by any of its affiliates in Merrill’s
possession and control, or in the possession and control of any such
affiliate, for any purpose, in or for any account of the Customer, now or
hereafter opened, including any account in which the Customer may have
an interest, other than retirement accounts, such as IRAs, shall be subject
to a lien for the discharge of all the indebtedness and other obligations
of the Customer to Merrill and are to be held by Merrill as security for the
payment of any liability or indebtedness of the Customer to MerrillLynch
as described in Section 4(F).
247) You agree that at all times you are liable for the payment of, and agree
to pay on demand, any debit balance or other obligations owing in any of
your accounts at Merrill. You are liable for any deficiency remaining in such
accounts in the event of the liquidation thereof, in whole or in part, by us
or by you.
248) You agree that to the extent permitted by New York law, Merrill shall
collect from you reasonable costs and expenses of collection of any such
debit balance(s) and any unpaid deficiency in your account, including but
not limited to attorneys’ fees, that Merrill incurs or pays in connection with
such efforts.
249) You agree that all securities and other property in any account—margin
or cash—in which you have an interest, or which at any time are in your
possession or under your control, other than retirement accounts, such as
IRAs, shall be subject to a lien for the discharge of all your indebtedness
and any other obligations that you may owe to Merrill and are held by us
or our affiliates as security for payment of any indebtedness or obligations
to Merrill in any of your accounts with us, including accounts in which you
have an interest. Securities and other property held in retirement accounts,
such as IRAs, are not subject to this lien and are not used as security for
the payment of your obligations or indebtedness for other accounts, cash
or margin you maintain with Merrill.
250) Merrill, subject to applicable laws, without giving you prior notice, shall
have the right to use and/or transfer securities and other property so
held by Merrill from or to any of the accounts of yours whenever, in its
judgment, Merrill considers such a transaction necessary for its protection.
251) In enforcing our lien, we shall have the discretion to determine which
securities and property are to be sold and which contracts are to be closed.
252) All securities and other property will be treated as financial assets under
Article 8 of the New York Commercial Codes.
Liability for costs of collection
253) To the extent permitted by the laws of the State of New York, you agree
to pay Merrill the reasonable costs and expenses of collection, including
attorneys’ fees, for any debit balance and any unpaid deficiency that youowe.
Termination
254) Merrill, BANA or you may terminate or suspend the Merrill Edge
Self-Directed CMA Account and close your account(s) at any time and
for any reason. You agree that you will remain responsible for authorized
charges and any debit balances that arise before or after termination.
255) Merrill requires that you provide transfer instructions to transfer your
account to another financial institution or liquidation instructions within
30days of receiving written notification from Merrill and BANA informing
you that we are terminating your account. If such instructions are not
submitted by you within 30 days, cash, money market mutual funds and
bank deposits will be liquidated or withdrawn, and the proceeds will be
sent to you in the form of a check; equity, fixed income, including but not
limited to mutual fund positions, option contracts, and non-transferable
securities will be liquidated at current market prices; and sale proceeds will
Page 16 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
also be issued to you in the form of a check. Any outstanding obligations
and/or debit balance(s) you may owe in your account(s), including any
annual and closing fees, will be paid prior to any checks being issued.
Liquidation of any security will likely be a taxable event and may incur fees,
including mutual fund contingent deferred sales charges, or other
applicable liquidation fees. Merrill recommends that you consult a tax
advisor to determine what result, if any, liquidation may have on your
tax situation.
256) Upon termination, you agree to promptly return all Visa cards and unused
checks to us and discontinue use of any other means of access to your
account. Failure to do so may result in a delay in complying with your
instructions as to the disposition of your assets.
Low balance donation
257) If Merrill terminates your account and your CMA account contains a
balance of less than $15.00, the balance may be donated to charity.
Ifyou choose, you have the right have your account balance transferred
to another financial institution or to direct Merrill to mail you a check for
the balance. However, if you fail to provide such instructions, Merrill will
donate this balance to charity. By not directing us to send you a check or
otherwise transfer your remaining balance, you are deemed to expressly
consent to this charitable donation.
Applicable laws and rules
258) This agreement, with respect to all portions of the Merrill Edge
Self-Directed CMA Account, including interest charges on loans
made to you, will be governed by and interpreted under the laws
of the State of New York. The terms of the agreement with
Bank of America, N.A., are governed by federal and North Carolina
law. Your rights and obligations for Remittance Transfers will be
governed by and interpreted as described in the section titled
“Remittance Transfers.”
259) All transactions in your account shall be subject to the constitution, rules,
regulations, customs and usages of the exchange or market and its
clearinghouse, if any, on which such transactions are executed by us or
our agents, including our subsidiaries and affiliates.
260) You may not use your account or relationship to the firm to process
transactions that are prohibited by law, including, but not limited to,
restricted transactions prohibited by the Unlawful Internet Gambling
Enforcement Act of 2006.
261) Wire transfers to your account or funded from your account or otherwise
funded by you may involve one or more funds transfer systems, including
without limitation, Fedwire or Clearing House Interbank Payments System
(CHIPS). Accordingly, notwithstanding any choice of law that may be
provided elsewhere in this agreement, such wire transfers will be governed
by the rules of any funds transfer system through which the transfers
are made, as amended from time to time, including without limitation,
Fedwire, the National Automated Clearing House Association, any regional
association (each an “ACH”) and CHIPS. Funds transfers through Fedwire
will be governed by and subject to, Regulation J, Subpart B, and Uniform
Commercial Code Article 4-A incorporated by reference hereunder. Wire
transfers through CHIPS are governed by, and subject to, CHIPS Rules
and Administrative Procedures and by the laws of the State of New York,
including Article 4A of the New York Uniform Commercial Code, regardless
of whether the payment message is part of a wire transfer that is a
Remittance Transfer, except that in the case of an inconsistency between
New York law and EFTA, EFTA shall govern.
262) Notice to all non-U.S. individual clients and U.S. citizens residing abroad:
Regardless of your citizenship, if you are living outside the U.S. at your
death, assets held in your account(s) with Merrill may be subject to U.S.
estate taxes. To ensure any U.S. estate tax liabilities are satisfied, U.S. law
imposes (i) a lien on all of your assets (both U.S.-situs and non-U.S. situs
assets) held with Merrill at your death and (ii) statutory executor status
on Merrill on behalf of the U.S. government at such time. As a result of
this lien and the potential liability of Merrill as statutory executor for any
unsatisfied U.S. estate tax, all of the assets in your account(s) with Merrill
at your death will be restricted from withdrawal or transfer until (a) Merrill
concludes that an exception applies based on an affidavit confirming your
total U.S. assets held at death, your country of citizenship (this exception
is not available for U.S. citizens), and your country of permanent residence;
(b) Merrill receives documentation satisfactory to Merrill confirming that
your assets are subject to a probate proceeding within the U.S.; or (c) a
release from the U.S. Internal Revenue Service (IRS), known as a “Federal
Transfer Certificate,” is provided to Merrill (obtaining this from the IRS can
take up to a year or more). As Merrill does not provide tax advice, please
seek guidance on this topic from your own legal or tax advisor.
263) If any provision of this agreement is held to be invalid, illegal, void or
unenforceable, by reason of any law, rule, administrative order or judicial
decision, such determination will not affect the validity of the remaining
provisions of this agreement.
Substitute payments
264) Merrill will aim to reduce the occurrence of circumstances that lead to
its clients receiving substitute interest or dividend payments for their
securities in lieu of payments from the issuer of the securities. For municipal
securities, we may do so by informing clients when such circumstances
arise in a transaction, and giving clients the opportunity to instruct us to
either: (i) cancel and correct the transaction in question if a cancellation
and correction can reasonably be executed or (ii) purchase a comparable
security if a comparable security is available for purchase. There may be
circumstances where a transaction cannot reasonably be cancelled or
corrected or a comparable security is not available for purchase, which
may lead to clients receiving substitute payments for their securities in
lieu of payments from the issuer of the securities. In addition, clients
may receive substitute payments for their securities under a number of
circumstances in normal business activities that may create a temporary
shortfall that results in Merrill holding an insufficient amount of the
securities at the Depository Trust Company to enable all our clients
to receive the actual payment from the issuer of the securities. Under
such circumstances, we have established policies and procedures to
determine which clients to allocate substitute payments to. Clients who
receive a substitute payment will see the payment indicated as such in their
account statements. Merrill iscommitted to ensuring that its clients are not
adversely impacted by their receipt of substitute payments. Therefore, to the
extent substitute payments are made to our clients, Merrill will “gross up”
substitute payments after the close of the year the payments are made with
an objective to compensate you for any federal, state, or local tax liabilities
that might be incurred, including an amount equal to the tax liability on
the gross up itself, in accordance with our policies, copies of which will be
provided upon request. If you believe the gross up amount received is not
sufficient to offset the tax liability incurred due to substitute payments,
please contact a Merrill Representative at 877.653.4732.
Investment in non-U.S. issued securities
265) If you trade and hold non-U.S. securities, you acknowledge and agree
that Merrill or its affiliates are, or may be, required to disclose customer
name and other identifying information, including Social Security number
or tax identification number, to regulators (including taxing authorities)
and/or issuers to comply with local law and/or custom and practice. For
example, we may be required to provide personal information in order to
meet local regulations that require the submission of investor names to
the local stock exchange, or an issuer may request residence and taxpayer
identification information in order to obtain favorable tax treatment, such
as lower withholding rates, for shareholders.
266) If you hold shares of Italian companies whose equity securities are traded
in any regulated market, you hereby represent that you only hold “Non-
Qualified Equity Investments” (Partecipazioni Non Qualificate). Youagree,
and acknowledge that it is your responsibility, to immediately inform
Merrill if this representation is inaccurate or untrue or if it becomes
inaccurate or untrue.
Disputes
267) If we believe there is a dispute concerning the control or ownership of
assets of the account, we may, but are not obligated to, take one or more
of the following actions, without any liability, until such dispute
is resolved to our satisfaction:
Restrict activity in the account;
Require that all instructions be in writing, signed by the account holder
or, if applicable, all account holders or persons claiming ownership or
authority to control the account;
Suspend or terminate the Merrill Edge Self-Directed CMA Account;
and/or
File an interpleader action in an appropriate court at the expense of the
account holder(s).
Page 17 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
Successors
268) This agreement is binding on and will inure to the benefit of your heirs,
successors and personal representatives, and may not be assigned
without the written consent of Merrill and the Merrill Affiliated Banks.
This agreement is binding upon the successors of, and may be assigned
by, Merrill and the Merrill Affiliated Banks.
Compliance with Applicable Laws
269) You represent that you and any beneficial owners(s) if signed in a
representative capacity have complied, and you agree that you and any
such beneficial owner(s) will comply for so long as this Agreement is
in effect, with all applicable laws (including obligations related to tax
payments and reporting and to currency exchange controls) related to (i)
the assets deposited, acquired or otherwise held in any securities account
held at Merrill now or in the future or (ii) any other transaction you enter
into with Merrill or its affiliates. You further agree and acknowledge that
you and any beneficial owner(s) if signed in a representative capacity are
responsible for timely paying any taxes owed to any tax authority and for
timely filing all relevant tax returns in relation to assets held in any
securities account held at Merrill now or in the future or any other
transaction you enter into with Merrill or its affiliates.
Investment Policy StatementsResponsibility to Review and Monitor
270) You acknowledge that it is your sole responsibility to adhere to any
investment policy statement (IPS) or similar document that applies to you.
You further acknowledge that, in connection with your Merrill Account(s),
Merrill shall not have any responsibility to review, monitor, or adhere to
your IPS or similar document.
Headings
271) The heading of each provision of this agreement is for descriptive
purposes only and shall not be deemed to modify or qualify any of
the rights or obligations set forth in each such provision.
IRS Circular 230 Disclosure
272) Merrill does not provide tax, accounting, or legal advice. Neither the
information, nor any advice contained in this communication is intended
or written to be used, and cannot be used, for the purpose of avoiding
U.S. federal, state, or local tax penalties, or promoting, marketing or
recommending any transaction or matter addressed herein.
Revised Uniform Fiduciary Access to Digital Assets Act
273) In connection with the Revised Uniform Fiduciary Access to Digital Assets
Act (“RUFADAA”) and applicable state enabling statutes, Merrill will provide
an authorized fiduciary for a Merrill client, as determined by Merrill, with
“read-only” on-line access to such client’s account(s) provided that the
client’s fiduciary creates his/her own user name and password, complies
with the terms and conditions set forth in the Brokerage Website Terms
and Conditions, as appropriate and provides Merrill with any additional
requested documentation. On-line access is at all times subject to the
terms, conditions and requirement applicable to Merrill websites and/
or mobile applications, including any requirements for access. If Merrill
determines that on-line access cannot be reasonably granted to such
authorized fiduciary, hard copies of the information/documents requested
by the authorized fiduciary may be provided.
REPRESENTATIONS AS TO OWNERSHIP AND CAPACITY TO ENTER
INTO AGREEMENT
274) The Customer represents that no one except the Customer (or the
beneficial owner(s) if signed in a representative capacity) has an interest
in the CMA Account(s) of the Customer with Merrill. If this CMA Account is
beneficially owned by any person who is a U.S. Securities Exchange Act of
1934 Section 16 reporting person of a U.S. public company, the Customer
represents that no funds or assets belonging to such U.S. public company,
or any entity affiliate of such U.S. public company, will be invested through
this CMA Account. If the Customer is a sole proprietor, the Customer
represents that the Customer is of legal age to contract in the Customer’s
jurisdiction of residence. The Customer represents that no person having
an ownership interest in the Customer is an employee of any exchange, or
of any corporation of which any exchange owns a majority of the capital
stock, or of a member of any exchange, or of a member firm or member
corporation registered on an exchange, or of a bank, trust company,
insurance company or any corporation, firm or individual engaged in the
business of dealing either as broker or as principal in securities, bills of
exchange, acceptances or other forms of commercial paper. If any of
the foregoing representations is inaccurate or becomes inaccurate, the
Customer will promptly so advise in writing.
L-08-24
Page 18 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
Securities-Based Loans Disclosure
Statement
Risk factors you should consider before using margin or other loans
secured by your securities accounts
1) Merrill is furnishing this Disclosure Statement to provide you with a
summary of the risks involved in borrowing on margin from Merrill or
otherwise borrowing funds secured by assets in your securities account(s)
through an affiliated loan program, known as “securities-based credit.”
Youshould understand those risks before using securities-based credit
aspart of your investment strategy or as a liquidity source. In addition,
youshouldunderstand:
The terms of your loan agreement;
The interest rate you will pay;
Initial margin and maintenance requirements and how market
fluctuations may result in a “maintenance call; and
The lenders procedures for issuing maintenance calls and liquidating
securities and other assets in your accounts.
2) Please carefully review your loan agreement. If you have any questions or
concerns, please contact the Investment Center at 877.653.4732 before
trading securities in a margin account or otherwise using leverage. Trading
“on margin” increases your market risk exposure.
Borrowing for Purposes of Purchasing Securities
3) When you purchase securities, you may pay for the securities in full or, if
your account has been established as a margin account with the Margin
Lending Program, you may borrow part of the purchase price from Merrill,
thereby “leveraging” your investment. If you choose to borrow funds
for your purchase, Merrill’s collateral for the loan will be the securities
purchased, other assets in your margin account and your assets in any
other accounts at Merrill, other than retirement accounts (such as IRAs). If
the securities in your margin account decline in value, so does the value of
the collateral supporting your loan and, as a result, Merrill can take action,
including issuing a margin call and/or selling securities in your account
with Merrill to maintain the required equity in your account.
4) If your securities account has a Visa card and/or checks, you may also
create a margin debit if your withdrawals (by Visa card, checks, pre-
authorized debits, FTS or other transfers) exceed the sum of any available
free credit balances plus available money account balances (such as bank
deposit balances or money market mutual funds). Please refer to your
account documents for more information.
5) You should note that it may be more advantageous to pay cash than
to use margin for smaller securities purchases. On smaller purchases
of securities, a higher percentage of the transaction costs goes to
commissions and interest charges, which are generally higher on smaller
balances. The commissions plus the interest charges could equal or exceed
any appreciation in your securities.
6) If you want to borrow for the purpose of purchasing securities or paying
off debt that has been incurred to purchase securities, you may also
explore other securities-based credit alternatives from an affiliated
lender that allow you to set up a “purpose credit” under RegulationU
promulgated by the Federal Reserve. A “purpose” securities-based line may
be subject to lower advance and call rates and withdrawal and substitution
will be subject to compliance with RegulationU. Please carefully review
the terms and risks set out in the applicable loanagreement.
Borrowing for Purposes Other Than Purchasing Securities
7) You may also borrow against the value of securities or other assets in
your securities accounts for purposes other than to purchase securities.
When you do so, the assets in your account are “pledged” as collateral
to secure the loan. In such cases, your loan may be made by Merrill
(in a margin account) or by an affiliated lender. For example, the Loan
Management Account® (LMA® account) is a demand loan made by our
affiliate, Bank of America, N.A., that is secured by a pledge of assets in
one or more Merrill securities accounts. Securities-based credit involves
special risks and is not for everyone. Please carefully review the governing
loan documentation for a complete description of the loan terms and
riskdisclosures.
8) Eligible collateral and other collateral requirements may differ across
margin and other securities-based credits. Review the terms and
conditions of your lending arrangement carefully.
Interest rates
9) Interest rates vary by loan program, so be sure you understand how
interest rates are determined. The interest rate charged on the loan will
reduce your overall rate of return.
10) Interest rates are usually based on an index plus or minus a percentage.
The index may be an internal one, such as our Base Lending Rate (BLR)
for margin, or an external one, or any such other successor index rate as
determined by lender. In either case, your interest rate can change without
notice to you if the index changes. A fixed rate of interest may be available
with certain loan programs.
11) Your interest rate may be based on your outstanding loan balance (such as
in our Margin Lending Program). As a result, your interest rate can change
without notice to you in accord with changes to your loan balance.
12) Interest charges not paid at the close of the applicable interest period
are typically added to your loan balance. You can elect to pay the interest
charges plus any principal balance. Your interest charges will be shown
on your account statements. Not all loans operate in this manner. Please
review the terms and conditions of your lending arrangement carefully.
Maintenance requirements
13) Your pledged assets must meet specified maintenance requirements as
determined by the lender. In other words, the assets must at all times
maintain a certain minimum value. If the assets in your account decline
in value and fall below these maintenance requirements, the lender may
require you to deposit additional collateral known as a “margin call”
or “maintenance call” or take other action as permitted by the loan
agreement. The lender is also permitted, for example, to sell assets in any
of your pledged Merrill accounts to meet maintenance requirements.
14) The forced sale of your assets may negatively affect your ability to follow
your investment strategy or achieve your investment objectives. Some
or all of the assets may be sold at prices higher than what it initially
cost you to acquire them. If that happens, you may suffer adverse tax
consequences.
15) You can reduce the possibility of maintenance calls by carefully considering
the volatility of the securities you pledge as collateral and the amount that
you borrow. Risk-management strategies you should consider include:
Borrowing less than the maximum allowable amount.
Borrowing against a portfolio of less-volatile securities such as
government Treasuries, high-grade corporate bonds and blue-
chipstocks.
Pledging a diversified portfolio as collateral.
Watching your portfolio carefully, especially when market conditions
are fluctuating. By doing so, you will be aware of a potential decline in
value before a maintenance call becomes necessary.
16) Alternative credit arrangements:
As explained above, there are various credit arrangements available from
BankofAmerica, N.A., an affiliate of Merrill, (as well as potentially from
other financial institutions) that may fit your needs. These other types of
credit products may provide more definite terms, greater flexibility with
respect to collateral requirements, and other terms and other benefits,
including the acceptance of collateral other than marketable securities.
Please consult with your independent legal, tax, or other advisors as you
deem necessary. If you have questions regarding the range of credit
solutions available from Merrill and its affiliates, please contact a Merrill
Representative at 877.653.4732.
Page 19 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
We can sell your securities or other property without contacting
you. Investors sometimes mistakenly believe that they must be
contacted for a maintenance call to be valid, and that securities or
other property in their accounts cannot be liquidated to meet the call
unless they are contacted first. This is not the case. We will attempt to
notify you of maintenance calls, but we are not required to do so. Even
if we have contacted you and provided a specific date by which you can
meet a maintenance call, we can still take necessary steps to protect
our interests, including immediately selling the securities or other
property without notice to you.
You are not entitled to choose which securities or other property
in your account(s) are liquidated or sold to meet a maintenance
call. Because the securities and other assets in your account(s) are
collateral for the loan, we have the right to decide which assets to sell
in order to protect our interests.
We can increase our “house” maintenance margin requirements
at any time and are not required to provide you advance written
notice. These changes in our policy may take effect immediately and
may result in the issuance of a maintenance margin call. Your failure
to satisfy the call may cause us to liquidate or sell securities in your
account(s).
You are not entitled to an extension of time on a margin call.
While an extension of time to meet margin requirements may be
available to you under certain conditions, you do not have a right to
the extension.
18) If you have any questions or concerns about margin or the Margin Lending
Program, please contact a Merrill Representative at 877.653.4732.
L-09-12
Margin Risk Disclosure Statement
17) In accordance with FINRA requirements, Merrill is furnishing this
information to you to provide some basic facts about purchasing securities
on margin, and to alert you to the risks involved with trading securities in
a margin account. Before trading stocks in a margin account, you should
carefully review the margin terms in this agreement. As used below, “we”
or “us” refer to Merrill.
When you purchase securities, you may pay for the securities in full, or you
may borrow part of the purchase price from Merrill if your account has
been established as a margin account with the Margin Lending Program.
If you choose to borrow funds, the securities purchased are the collateral
for the loan to you. If the securities in your account decline in value, so
does the value of the collateral supporting your loan, and, as a result,
we can take action, such as issue a margin call and/or sell securities or
other assets in any of your accounts held with us, in order to maintain the
required equity in the account.
It is important that you fully understand the risks involved in trading
securities on margin. These risks include the following:
You can lose more funds than you deposit in your margin
account. A decline in the value of securities that are purchased on
margin may require you to provide additional funds to us to avoid the
forced sale of those securities or other assets in your account(s).
We can force the sale of securities or other property in your
account(s). If the equity in your account falls below the maintenance
margin requirements or our higher “house” requirements, we can sell
the assets in your accounts pledged by you to Merrill to cover the
margin deficiency. For margin loans, we can sell the assets in any of
your accounts held by Merrill. For other securities-based loans, you
should check your loan agreement. You also will be responsible for any
remaining loan balance in the account after such a sale.
Page 20 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
About the Merrill Lynch Direct
DepositProgram
1) This section describes the manner in which free credit balances of
the Service, which includes CMA Accounts, will be deposited in bank
deposit accounts established in the name of Merrill as your agent at
BankofAmerica, N.A., by Merrill, Pierce, Fenner & Smith Incorporated
(Merrill). This feature is called the Merrill Lynch Direct Deposit Program
(MLDD Program).
2) If you subscribe to the MLDD Program for your MerrillEdge Self-Directed
CMA Account, Merrill, as your agent, will establish two bank deposit
accounts on your behalf at BANA: (1) a bank transaction account (BTA);
and (2) a money market deposit account (MMDA). The BTAs and MMDAs
established through the MLDD Program are each a “Deposit Account and
collectively the Deposit Accounts.”
Eligibility
3) The MLDD Program is available only to individuals and certain fiduciaries
and trusts, provided the beneficiaries are individuals or otherwise eligible.
How the Program Works
4) The timing of the deposit of available free credit balances will be as set
forth in the Merrill Edge Self-Directed CMA Account Agreement.
5) For Merrill Edge Self-Directed CMA Accounts, regardless of the number of
owners (e.g., joint, single), free credit balances are remitted automatically
for deposit by Merrill, acting as your agent, to your Deposit Accounts
established by Merrill at BANA. Merrill will make this deposit on your
behalf without reference to the amount deposited with BANA, or any
other amounts you may have on deposit with BANA.
6) All deposits made to the Deposit Accounts will be made to your MMDA
accounts, except as described under “Transfers and withdrawals,” below.
Important deposit insurance considerations
7) All funds on deposit in each Merrill Affiliated Bank are eligible for insurance
by the FDIC. Deposits are insured up to the SMDIA, per ownership category,
per bank, as defined in paragraph 35. For purposes of determining deposit
insurance coverage, all accounts or deposits (including CDs you hold either
directly or through any other account at Merrill or any other intermediary)
in the same Merrill Affiliated Bank will be aggregated. Amounts on deposit
at BANA in the same insurable capacity in excess of the applicable FDIC
insurance limit will not be covered by FDIC insurance. You are responsible
for monitoring the total amount of all Merrill Affiliated Bank deposits in
order for you to determine the extent of insurance coverage available to
you on those deposits, including the Deposit Accounts and CDs.
8) If you have elected the MLDD Program sweep feature in connection with
more than one Merrill account, you should note that remittances of funds
from the Merrill Edge Self-Directed CMA Account securities accounts to
the Deposit Accounts are made by Merrill, as your agent, on an automated
and independent basis. Merrill will not monitor and adjust deposits to the
Deposit Accounts to achieve the greatest deposit insurance coverage for
you between or among your Merrill accounts. Persons with more than
one Merrill account with the MLDD Program should consider various
alternatives to lessen the amount of their uninsured Deposit Accounts.
These alternatives may include selecting a different money account
into which available cash balances in their second (or additional) Merrill
accounts are swept, and carefully monitoring and periodically adjusting
the amount of their deposits with BANA (whether in the Deposit Accounts,
CDs or other deposits).
9) Merrill is not responsible for any insured or uninsured portion of the
deposits made under the MLDD Program, or any CDs or any other deposits
you may have.
10) For more information on FDIC deposit insurance, see “About Deposit
Insurance,” page 20.
Transfers and withdrawals
11) Withdrawals will be made from your BTAs by Merrill as your agent as
necessary to satisfy debits (securities purchases, checks, Visa and other
charges) in your Merrill Edge Self-Directed CMA Account. If you have
Deposit Accounts with BANA, then withdrawals will be made from your
Deposit Accounts at BANA.
12) If funds in a BTA are insufficient to satisfy a debit, funds in the MMDA
at BANA will be transferred to the BTA at BANA to satisfy the pending
withdrawal, plus a “cushion” to be determined from time to time by Merrill.
Certain transfers from an MMDA may be subject to a limit of six during a
monthly statement cycle. At any point during a month in which transfers
from the MMDAs at BANA have reached the applicable limit, funds will
be transferred from all MMDAs you have at BANA to the related BTAs.
For the remainder of the month, free credit balances in your Merrill Edge
Self-Directed CMA Account will be deposited in your BTAs instead of the
MMDAs as described above. At the beginning of each month, all funds in
the BTAs (less $1) will be transferred to the MMDAs. The limits on MMDA
transfers will not limit the number of withdrawals you can make from
funds on deposit at BANA through the MLDD Program.
13) As required by federal regulations, BANA reserves the right to require
seven days’ prior notice before permitting a transfer out of the BTAs and
MMDAs. BANA has not exercised this right in the past.
14) The BTAs and MMDAs are not transferable.
Interest rates and yields
15) Interest rates paid on deposits in the MLDD Program are determined
at the discretion of BANA based on economic and business conditions.
Interest rates may change daily. The current yield on any deposits held in
the MLDD Program is included on your Merrill account statement. Recent
yields may be accessed on merrilledge.com (see the “Deposit Account &
Money Fund Rates” link at the bottom of each page) or by contacting a
Merrill Representative at 877.653.4732.
16) Balances in the BTAs and MMDAs at BANA will earn the same interest
rate and rate of return.
17) The rates of return paid with respect to the accounts may be higher or
lower than the rates of return available to direct depositors of BANA for
comparable accounts. Of course, you should compare the terms, rates
of return, required minimum amounts, charges and other features of the
deposits at BANA with other accounts, sweep programs and alternative
investments offered by Merrill or other institutions.
18) Interest will accrue on Deposit Account balances from the day they are
deposited to BANA to (but not including) the date of withdrawal, and will
be compounded daily and credited monthly. BANA uses the daily balance
method to calculate interest on the accounts. This method applies the
applicable rate to the principal in the accounts each day.
Account statements and information
19) All deposits to and withdrawals from your Deposit Accounts will be
confirmed and appear in chronological sequence on separate monthly
Merrill Edge Self-Directed CMA Account statements. In addition, the
statements will show the total of your opening and closing deposit
balances for the period at BANA. To determine your total deposits in BANA
through the MLDD Program, you will need to add the balances shown on
each statement. The statements will also include interest earned for the
period at BANA.
20) You may obtain information about your accounts with BANA including
balances and checking activity, by accessing your account via
merrilledge.com.
Your relationship with Merrill
21) Merrill is acting as agent and messenger for its customers for the deposits
at BANA. The separate accounts established by Merrill on your behalf
will be evidenced by a book entry on the account records of BANA and
reflected on your periodic Merrill account statements. No evidence of
ownership, such as a passbook or certificate, will be issued to you.
22) Checks clear through the check writing facility provided for your
Merrill Edge Self-Directed CMA Account, which results in debits directly
against your Merrill Edge Self-Directed CMA Account at Merrill. As a
central asset account, the Merrill Edge Self-Directed CMA Account
is an investment and money management vehicle. The Visa card and
checking features are intended to provide you with easy access to assets
in your account. The Merrill Edge Self-Directed CMA Account is not a
bank account. Checks are provided to you by Merrill and not by BANA. In
addition, all transactions are effected through Merrill, as agent, and not
directly between you and BANA.
Page 21 | MerrillEdge Self-Directed CMA Agreement Code 470819PM-0824
The deposits will bear a rate of interest that has been established for, and
in light of the features of, the Sweep Program. The rate of interest for
such deposit accounts is periodically set and reset by the MerrillLynch
Affiliated Banks in their discretion. Accounts that enroll in specified
MerrillLynch investment advisory programs receive the highest tier rate
available under MLBDP. The specified programs are (1) the MerrillLynch
Investment Advisory Program; (2) the MerrillLynch Strategic Portfolio
Advisor Service; (3) the MerrillLynch Managed Account Service; (4) the
BlackRock Private Investors Service; (5) the Merrill Guided Investing; and
(6) the Merrill Edge Advisory Account program.
The interest rate you earn in a bank deposit account affiliated with the
Sweep Program will likely be lower than yields on certain money market
funds and other cash alternatives.
27) Other than the regular annual Merrill account fees, there will be no charge,
fee or commission imposed with respect to your deposits with BANA.
About Deposit Insurance
FDIC insurance
28) FDIC insurance covers all deposit accounts at an FDIC insured bank,
which includes MLDD Program deposits. Deposits maintained in different
categories of legal ownership—such as individual accounts, joint accounts
or certain retirement accounts—are separately insured by the FDIC, up to
the applicable SMDIA per depository institution. The SMDIA is $250,000
per depositor, per ownership category, per bank.
29) Your FDIC protection takes effect as soon as BANA receives your deposits
from Merrill. Amounts in excess of the applicable FDIC insurance limit
may be deposited to the Merrill Affiliated Banks from the same Merrill
account. It is important to note that uninvested cash held in more than one
Merrill account may be deposited to the same Merrill Affiliated Banks. Any
accounts or deposits (e.g., CDs) maintained with a Merrill Affiliated Bank in
the same legal ownership category, whether directly, through other Merrill
accounts or through any other intermediary, would be aggregated for FDIC
insurance limit purposes.
30) You are responsible for monitoring the total amount of your
deposits in order for you to determine the extent of insurance
coverage available to you on your deposits, including any CDs.
Merrill is not responsible for any insured or uninsured portion
of MLDD program deposits, CDs or any other deposits.
31) Merrill will not be obligated to you for amounts not covered by deposit
insurance, nor will Merrill be obligated to make any payments to you in
satisfaction of a loss you might incur as a result of a delay in insurance
payouts applicable to your Deposit Accounts. Merrill will not be obligated
to credit your Merrill Edge Self-Directed CMA Account with funds in
advance of their payment to Merrill by the FDIC. Each Deposit Account
constitutes a direct obligation of the issuing depository institution and
is not directly or indirectly an obligation of Merrill.
32) Since deposit insurance coverage is based on a customer’s funds on
deposit in any one depository institution, coverage can change if two or
more institutions where you have funds on deposit merge or consolidate.
Please note that if your deposits at a depository institution are assumed
by another depository institution (“acquirer”) pursuant to a merger or
consolidation, such deposits will continue to be separately insured from
the deposits that you might have established with the acquirer until
the expiration of a six-month period from the date of the acquisition.
Thereafter, any assumed deposits will be aggregated with your existing
deposits with the acquirer held in the same ownership category for
purposes of federal deposit insurance. Any deposit opened at the
acquired institution after the acquisition will be aggregated with deposits
established with the acquirer for purposes of federal depositinsurance.
33) The application of the SMDIA is illustrated by several common situations
discussed below. For additional information, including FDIC rules related to
retirement accounts, visit fdic.gov.
Special Provisions for FDIC Deposit Insurance Coverage
34) If you have opened a Merrill account that holds bank deposits on your behalf
or on behalf of the beneficial owners of the assets in the account, you, as
the account holder or representative, must be able to provide information,
in the event of adverse circumstances, about your ownership of the
deposits or information regarding the interests of the beneficial owner(s) or
beneficiaries to Merrill in accordance with the FDIC’s requirements.
23) Deposits with BANA are obligations of BANA only and are not
guaranteed by or obligations of Bank of America Corporation or any
other subsidiary thereof. Upon request, you will be provided with
the publicly available summary financial information that Merrill
has relating to the BANA. Merrill is not a bank. Securities made
available through Merrill are not guaranteed by any bank, are not
insured by the FDIC and may lose value.
24) Merrill may, in its sole discretion and without notice, terminate your use
of the Merrill Edge Self-Directed CMA Account. BANA may also terminate,
in its sole discretion and without notice, your Deposit Accounts. If Merrill
does not wish to continue to act as your agent with respect to your
Deposit Accounts, you may deal directly with BANA, subject to its rules
with respect to maintaining direct bank accounts. Similarly, if you decide
that you no longer wish to have Merrill act as your agent and messenger
with respect to the Deposit Accounts established for you at BANA, you
may establish a direct relationship with BANA, subject to its rules with
respect to maintaining such accounts, by requesting to have the accounts
established in your name. This will result in severance of the Deposit
Accounts from your Merrill Edge Self-Directed CMA Account.
25) As stated in the Merrill Edge Self-Directed CMA Account Disclosures and
Account Agreement, Merrill may delay payment from your account for a
certain number of days based upon factors including whether the source
of the funds placed in your Merrill Edge Self-Directed CMA Account was
an electronic funds transfer, check, draft or similar instrument.
26) Conflicts of interest
There are conflicts of interest relating to the Sweep Program. If you hold
cash balances in your account, both the MerrillLynch Affiliated Banks and
MerrillLynch benefit financially when your cash is “swept” to and held
in deposit with them under the Sweep Program. MerrillLynch receives
compensation from the MerrillLynch Affiliated Banks for its services
relating to the Sweep Program.
MerrillLynch receives:
Up to $100 per year from BANA and/or BA-CA for each account
that sweeps to the MerrillLynch Bank Deposit Program and the
MerrillLynch Direct Deposit Program
Up to $85 per year for each account that sweeps to the Retirement
Asset Savings Program
Up to $100 per year from MLBTC for each account that sweeps to the
International Bank Variable Rate Deposit Facility
A fee of up to 2% per annum of the daily balances from the
participating banks in the ISA Program.
This compensation is subject to change from time to time, and
MerrillLynch may waive all or part of it. Financial advisors are
compensated based on their clients’ total deposits held in MerrillLynch
Affiliated Banks (excluding deposits held under the Retirement Asset
Savings Program), in participating banks in the ISA Program and in sweep
money market funds. In addition, they can receive a compensation award
based on achieving a number of strategic objectives, including, among
other activities, the growth in their clients’ balances in bank sweep deposit
accounts and sweep money market funds. Together, these compensation
incentives create a conflict of interest.
The MerrillLynch Affiliated Banks benefit financially from their use of
the deposits. Through the Sweep Program, they receive a stable, cost-
effective source of funding. They use bank deposits to fund current and
new lending, investment and other business activities. Their participation
in the Sweep Program increases their respective deposits and overall
profits. Bank profitability is determined in large part by the “spread” they
earn on the deposits — the difference between the interest paid and
other costs incurred by them on bank deposits (including payments to
MerrillLynch) on the one hand, and the interest or other income earned
on their loans, investments and other assets, which may be funded in
part by bank deposits, on the other hand. The greater the amount of cash
balances maintained in deposit accounts with the MerrillLynch Affiliated
Banks (which could be as a result of a recommendation from your financial
advisor) and the lower the interest rate paid on the related bank deposit,
the more the MerrillLynch Affiliated Banks benefit.
44) An irrevocable trust is an account in which the grantor gives up all power
to revoke or amend the trust. The irrevocable trust may be created through
an irrevocable trust document or agreement, statute or court order, or
could spring from a revocable trust. The deposit account records of the
depository institution must disclose the existence of the trust relationship.
The trust must be valid under state law. Properly established revocable
Trust Account deposits are separately insured from the owner’s deposits
maintained in other ownership categories at the depository institution.
Irrevocable trust accounts
45) An irrevocable trust is an account in which the grantor gives up all power
to revoke or amend the trust. The irrevocable trust may be created through
an irrevocable trust document or agreement, statute or court order, or
could spring from a revocable trust. The deposit account records of the
depository institution must disclose the existence of the trust relationship.
The trust must be valid under state law. Properly established revocable
Trust Account deposits are separately insured from the owner’s deposits
maintained in other ownership categories at the depository institution.
Treatment of accounts upon death of owner
Under certain circumstances, if you become the owner of deposits at a
depository institution because another depositor dies, beginning six months after
the death of the depositor, the FDIC will aggregate those deposits for purposes
of the SMDIA with any other deposits that you own in the same ownership
category at the depository institution. Accounts that may be subject to this
FDIC policy include joint accounts, “payable on death” accounts and certain trust
accounts. For example, in the event of the death of one of two co-owners of
a joint account, beginning six months after the death of the depositor, all the
funds would be treated as individually held by the surviving co-owner and would,
therefore, be aggregated with all other individually owned deposits of such
survivor at the same depository institution for insurance purposes, unless some
other action is taken. The FDIC provides the six month “grace period” to permit
you to restructure your deposits to obtain the maximum amount of deposit
insurance for which you are eligible.
Payments under adverse circumstances
46) In the event that federal deposit insurance payments become necessary,
the FDIC is required to pay principal plus unpaid and accrued interest to
the date of the closing of the relevant depository institution as prescribed
by law and applicable regulations. Since there is no specific time period
Merrill Lynch Bank Deposit Program during which the FDIC must make
available such insurance payments, you should be prepared for the
possibility of an indeterminate delay in obtaining insurance payments.
In addition, you may be required to provide certain documentation to the
FDIC and to Merrill before any insurance payments are released to you.
For example, if a deposit account is held by you as trustee for the benefit
of trust participants, you may be required to furnish an affidavit to that
effect; you may be required to furnish other affidavits and indemnities
regarding the insurance payments.
Additional information from the FDIC
47) If you have questions about FDIC insurance coverage, you may obtain
information by contacting the FDIC by letter at Deposit Insurance
Outreach, Division of Depositor and Consumer Protection, 550 17th Street,
N.W., Washington, D.C. 20429; by phone at 877.275.3342 or 800.877.8339
(TTY); or by visiting the FDIC website at fdic.gov. n
L-01-24
35) In the event of adverse circumstances, you agree to:
Cooperate fully with us and the FDIC in connection with determining
the insured status of funds in such accounts at any time;
Provide promptly the necessary data in the required format.
36) In the event of bank failure, the FDIC would be appointed as receiver and
a hold would be placed on your account so that the FDIC can conduct
the deposit insurance determination; that hold will not be released until
the FDIC obtains the necessary data to enable the FDIC to calculate the
deposit insurance. You understand and agree if you do not provide the
necessary data to Merrill in a timely manner, it may result in a delay in
receipt of insured funds and your ability to transact with these funds.
Individual customer accounts
37) An individual account is an account owned by one person. Individual
accounts include accounts established for the benefit of the owner by
agents, nominees, guardians, custodians or conservators, and accounts
established by a business that is a sole proprietorship. All individual accounts
established by, or for the benefit of, the same owner at an FDIC insured
institution are added together and the total is insured up to $250,000.
38) For example, funds in accounts held by a custodian under the Uniform
Gifts to Minors Act are not treated as owned by the custodian, but are
added to other deposits of the minor held in an individual capacity and
insured up to $250,000.
Joint accounts
39) A joint account is an account owned by two or more people. Each co-owner’s
interest in joint accounts at an FDIC-insured institution is insured up to
$250,000. For example, a joint account owned by two persons would be
eligible for insurance coverage of up to $500,000 ($250,000 for each person),
subject to aggregation with each co-owner’s interests in other joint accounts
at the same depository institution. Joint accounts are separately insured
from the co-owner’s deposits maintained in other ownership categories at
the depository institution (e.g., individual accounts) if each co-owner (1) is
anindividual person; and (2) has signed an account agreement with Merrill
and has an equal right of withdrawal from the account.
Trust accounts
40) The FDIC’s Trust Account category (Trust Account) includes formal
revocable trusts, informal revocable trusts (e.g., transfer on death
designations), and irrevocable trusts. Trust deposits are insured in
an amount up to $250,000 multiplied by the total number of eligible
beneficiaries identified by each grantor, up to a maximum of five
beneficiaries per grantor, regardless of whether a trust is revocable or
irrevocable, and regardless of contingencies or the allocation of funds
among the beneficiaries. The Trust Account category provides for a
maximum amount of deposit insurance coverage of $1,250,000 per
grantor, per insured depository institution for trust deposits. For additional
information, visit fdic.gov.
41) A revocable trust is an account that indicates an intention that funds will
belong to named beneficiaries upon the owner’s death. A revocable trust
can be revoked or terminated at the discretion of the owner. The FDIC’s
insurance regulations distinguish between two types of revocable trusts
— formal trusts and informal trusts.
42) A formal revocable trust is established through a written trust document
or agreement. The beneficiaries must be a natural living person and/
or a charity/nonprofit organization recognized by the IRS. Because
MerrillLynch account records do not specifically name the beneficiaries
of a formal revocable trust, it is necessary for the account title to indicate
that the account is held by a formal revocable trust in order for each
named beneficiary to qualify for FDIC insurance.
43) An informal revocable trust is created if all of the following conditions are
met: (1) the account title must include commonly accepted terms such
as “transfer on death,” “in trust for” or similar language to indicate the
existence of a trust relationship (the terms may be abbreviated); (2) the
beneficiaries must be identified by name in the deposit account records
for the bank; (3) the beneficiaries must be a natural living person and/or a
charity/ nonprofit organization recognized by the IRS.
Merrill, its affiliates and financial advisors do not provide legal, tax or accounting advice. You should consult your legal and/or tax advisors before making any financial decisions.
Merrill is the marketing name for MerrillLynch Wealth Management and MerrillEdge® Self-Directed, which are made available through MLPF&S.
Unless otherwise noted, all registered trademarks and trademarks are the property of BankofAmerica Corporation.
Visa is a registered trademark of Visa International Service Association and is used by the issuer pursuant to license from Visa U.S.A. Inc.
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