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:
MerrillEdge
®
Self‑Directed
Business Investor Account
(BIA Account)
Account Application Booklet and Agreements
Return your completed application form along with the additional documents.
You may return via standard or express delivery or via fax.
By Standard Mail:
Merrill
New Account Support
MSC NJ2‑140‑02‑15
P.O. Box 1501
Pennington, NJ 08534
By Express Delivery:
Merrill
New Account Support
MSC NJ2‑140‑02‑15
1400 American Boulevard
Pennington, NJ 08534
By Fax:
New Account Support
866.214.1649
Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value
Page 2 | MerrillEdge Self-Directed BIA Account Application 423209PM-0424
Merrill
MerrillEdge® Self‑Directed
Business Investor Account (BIAAccount)
An investment account for businesses that lets you trade and research mutual funds, stocks, fixed income and
other securities. Use this application to establish a Corporation, LLC, Partnership or Sole Proprietorship account.
Only U.S. residents and businesses can apply for a MerrillEdge Self‑Directed investing account.
Agreements & Disclosure
• MerrillEdge Self‑Directed Investing Terms of Service
• BIA Account Agreement and Program Description Booklet
Instructions
Please provide/complete the following:
• Tell us about the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3–5
• Business Principals, Authorized Representatives
and Beneficial Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
• Tax Certification Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
• Account Features/Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
• Business Entity Authorization Form Instructions . . . . . . . . . . . . . . .8
• Business Entity Authorization Forms. . . . . . . . . . . . . . . . . . . . . . 9–16
• Additional Guidance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Additional Required Documents
Authorized Representative Designation Form
A separate form for each authorized representative should be completed.
Corporations — For corporations established for more than one
year, please provide a Certificate of Good Standing. For corporations
established for less than one year that do not have a Certificate of
Good Standing, please provide a Certificate of Incorporation (also
known as Articles of Incorporation or Corporate Charter).
Limited Partnerships — For limited partnerships established for
more than one year, please provide a Certificate of Good Standing.
For limited partnerships established for less than one year that
do not have a Certificate of Good Standing, please provide a
Certificate of Limited Partnership.
Sole Proprietorships — For sole proprietorships operating under
an Assumed Name, please provide a Fictitious or Assumed Name
Certificate showing proof of filing (if applicable).
Limited Liability Companies (LLCs) — For LLCs established for
more than one year, please provide a Certificate of Good Standing.
For LLCs established for less than one year that do not have
a Certificate of Good Standing, please provide the Certificate
of Formation.
Depending on services requested, or if a non‑U.S. client, additional
documents may be required.
Table of Contents
Account Application
I. Tell us about the Company . . . . . . . . . . . . . . . . . . . . . . 3–5
Business Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Business Address . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Contact Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Line of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Family Business Entity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Investment Experience . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Affiliation Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Regulatory Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Parent Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
II. Business Principals, Authorized Representatives
and Beneficial Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Designation Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
III. Tax Certification Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
IV. Account Features/Services . . . . . . . . . . . . . . . . . . . . . . . . 8
Sweep Program Choice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
V. Business Entity Authorization Form Instructions . . . . . 8
VI. Corporate Entity Authorization Form . . . . . . . . . . . . 9–10
VII. Limited Partnership Entity Authorization Form. . . 11–12
VIII. Limited Liability Company Entity
Authorization Form . . . . . . . . . . . . . . . . . . . . . . . . . . 13–14
IX. Sole Proprietorship Entity Authorization Form . . . 15–16
X. Additional Guidance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Page 3 | MerrillEdge Self-Directed BIA Account Application 423209PM-0424
Business Name
I. Tell us about the Company
Business Information
If the company operates under
another name (DBA: doing business
as), please include this within the
business name section.
The account is governed by the BIA
Account Agreement and Program
Description Booklet.
Business Address
P.O. Boxes cannot be provided
for the legal address, but are
acceptable for the mailing address.
Complete the Business
Mailing Address and Business
Headquarters Address only if they
are different from the Business
Legal Address.
Contact Information
All information in this section is
required.
Other Information
Margin Lending Program:
theCustomer may obtain loans
through its BIA account based on
the value of eligible securities for
the purpose of buying, trading
or carrying securities or for a
non security purpose. For more
information, please review your
BIAAccount Agreement and
Program Description Booklet.
Trade Type (Select only one) Cash Securities Account
Margin Securities Account
Corporate Issuers: Under federal securities rules, Merrill may be required to disclose your name, address and relevant investment
holdings to corporate issuers whose investments you own. If you elect to opt out of this disclosure requirement, you will not receive
any corporate communications from the issuer, however you will still receive regulatory mailings required to be sent to all holders.
Ifyou wish to exercise this preference, select the box below.
I elect to opt out and not disclose my name, address and securities positions to corporate issuers.
Dividend Distribution: Dividend payments will accumulate in the account by default. You can enroll in Funds Transfer Service to have
dividends electronically deposited into a bank or brokerage account of your choosing.
Financial Information
All information in this section is
required.
Select only one value for each
question.
Gross Revenue: <$1MM $1–$5MM $5–$25MM >$25MM
Sales Volume: <$1MM $1–$5MM $5–$25MM >$25MM
Annual Income: <$1MM $1–$5MM $5–$25MM >$25MM
Net Worth: <$1MM $1–$5MM $5–$25MM >$25MM
Total Employees: 0–49 50–99 100–499 500 or greater
Does the business entity derive revenue from government defense contracts?
Does the business entity’s primary activity include trading or investing in crypto currencies?
Is this entity involved in the cultivation, distribution, or sale of marijuana (medical, non-medical, or state legalized)?
No Yes
No Yes
No Yes
Social Security or Taxpayer Identification Number (select one)
EIN SSN
Entity Type (select one)
Corporation
Limited Partnership
Limited Liability Company (LLC)
Sole Proprietorship
State of Incorporation/Organization
Country of Incorporation/Organization
Fiscal Year End (MM/DD)
Country of Tax Residency Year of Incorporation/Organization
Business Legal Address (Cannot be a P.O. Box)
Mailing Address (if different from Legal Address)
Business Headquarters Address (if different from Legal Address)
City
City
City
State
State
State
ZIP Code
ZIP Code
ZIP Code
Business Primary Contact Name Business Primary Contact Telephone
Main Business E-mail Address Main Business Website (Optional)
Page 4 | MerrillEdge Self-Directed BIA Account Application 423209PM-0424
I. Tell us about the Company (continued)
Primary Source of Income (select only one)
Income from Operating Business
Household/Family Income
Investment Income
Inheritance/Trust
Retirement Income
Social Security
Unemployment Income
Industry (select only one)
Agriculture
Forestry/Fishery
Mining
Construction
Manufacturing
Wholesale
Finance
Retail
Insurance
Trans/Communication/Utility
Service
Technology
Designation of Family Business Entity (Optional)
Family Business Entities are non-operating vehicles or structures, such as partnerships and limited liability companies that may have
been created in part for family wealth, estate planning and personal investment purposes.
Merrill permits clients who are members of a “household” to “link” certain household accounts so that the combined value of assets
in those accounts is considered for certain fee and interest rate determination purposes, where applicable. A household may consist
of an individual, his or her spouse, lineal ancestors or descendants, siblings, spouses of siblings, and any family business entity in
which such individual has an interest. An account may belong to only one household.
By checking the box below, the Customer certifies that (a) the Customer is a family business entity; (b) the requested linkage, if any, is
consistent with Merrill householding rules for family business entities described above; (c) the requested linkage, if any, is authorized
under the terms of the document governing the family business entity; and (d) it has been advised to seek legal and tax advice
regarding same.
By checking this box, the Customer acknowledges that it is a Family Business Entity.
Primary Source of Wealth (select only one)
Income from Employment
Insurance Benefits
Lottery or Casino Winnings
Securities Investing
Sale of Real Property
Charitable Trust
Income from client’s own business or
sale of business
Compensation payment/
Legal settlement
Inheritance of family, gift, trust
proceeds
Donations, grants, endowments
(e.g.,foundations, family, private, public)
Household wealth (e.g., spouse, minors,
financial dependents)
Professional venture capital/
Private equity investors
Other Income (explain below)*
Other Industry (explain below)*
Principal Line of Business (Required. Clearly and concisely provide additional detail.)
Other Income (explain below)*
Source of Income:
Where does the entity derive the
majority of its revenue?
Select the appropriate industry
for the business.
To designate the customer as a
Family Business Entity, please check
the box.
Principal Line of Business is
required: Provide a brief description
of the type of activities the business
entity is involved in and how the
business entity generates revenue.
Source of Wealth:
How did the entity accumulate the
majority of its assets? This should
reflect the origin of the assets.
Financial Information (continued)
Line of Business
Family Business Entity
Investment Experience
You must answer Yes or No.
If the Authorized
Representative(s) on this account
have trading experience answer all
of the questions within this section.
Does the Authorized Representative(s) of the entity have any trading experience? No Yes (specify below)
Trading with both cash & margin
Trading with cash only
Product experience with (select all that apply)
Stocks Bonds Mutual Funds
Options
Investing experience started in what year?
(e.g., Managed, Self-Direct, 401K)
Page 5 | MerrillEdge Self-Directed BIA Account Application 423209PM-0424
I. Tell us about the Company (continued)
Affiliation Information
Regulatory Information
Parent Company
You must answer Yes or No.
If “Yes”, provide additional
information regarding the nature
of the affiliation.
Is the entity, anyone with a financial interest in the entity (general and limited partnership, members and managers of an LLC, etc.),
anyone with the power to make investment decisions for the account, or any of their spouses employed by Merrill, BankofAmerica,
a Self-Regulatory Organization (SRO), a broker-dealer, or any other financial services company?
No Yes (specify below)
Affiliation Type: BankofAmerica/Merrill Broker Dealer Self-Regulatory Organization Other Financial Institution
Affiliation Type: BankofAmerica/Merrill Broker Dealer Self-Regulatory Organization Other Financial Institution
Name of affiliated Company:
Name of affiliated Company:
Position with Company:
Position with Company:
Name of Person:
Name of Person:
All information in this section is
required.
Non-Operating company is a
business entity that is not involved
in commercial activity such as
manufacturing or the provision
of services, but is a vehicle or
structure, such as a passive asset/
investment holding entity, trust,
estate, personal investment
company, personal holding
company, special purpose vehicle
or entity.
Money Services Business
Information:
• Dealing in foreign exchange of more
than $1,000 for one Individual or
Legal Entity on one business day.
• Check cashing, issuing or selling
traveler’s checks or money
orders of more than $1,000 for one
Individual or Legal Entity on one
business day.
• Providing or selling prepaid
access products.
• Transmitting money in any amount
to another Individual or Legal Entity
or to another location.
You must answer Yes or No.
Is the business entity a non-operating company?
Does this business entity have a Parent Company? If yes, provide the following:
Are there any beneficial owners or authorized representatives who are not U.S. residents?
Is the business entity a bank?
Is the business entity or beneficial owner a bearer share company (still only holds physical securities) or
nominee company (holds assets on behalf of another entity)?
Does the business entity perform functions of a Money Services Business?
Is the business entity considered a Control Person? If yes, provide the following:
Is the business entity publicly traded? If yes, provide the following:
Name of Primary Regulator: Trading Symbol:
Trading Symbol:
Primary Exchange:
Primary Exchange:
Does the business entity engage in internet gambling, as defined under the Federal Reserve’s Unlawful
Internet Gambling Enforcement Act?
Is the business entity regulated by any state, federal or foreign authority? If yes, provide name of auditor.
Does the business entity operate, is it located, organized or have its primary business operations outside the
United States? If so, which countries?
No Yes
No Yes
No Yes
No Yes
No Yes
No Yes
No Yes
No Yes
No Yes
No Yes
No Yes
If Yes, provide information regarding
the Parent Company.
Parent Company Legal Address
City
Parent Company Name Parent Company TIN
State ZIP Code
Page 6 | MerrillEdge Self-Directed BIA Account Application 423209PM-0424
II. Business Principals, Authorized Representatives and Beneficial Owners
Please complete a copy of this section for every individual who:
• is authorized to act on behalf of the company on such account(s) and/or
• has Significant Control and/or
• has beneficial ownership (officers, directors, general partners, sole proprietors and/or
• individuals with 25% or greater ownership interest such as shareholders, limited partners, LLC members and LLC managers
Make additional copies of this page as needed for each individual.
Designations
Authorities
Select all roles that apply.
A glossary of definitions can be
found in the Additional Guidance
section on page 17.
Company Name
This individual is authorized to perform the following functions (select all that apply)
Agreement Signer Trade Authority Fund/Security Distributions
*A beneficial owner is defined as any individual who has a level of control over, or entitlement to, the funds or assets in the account
that enables the individual, directly or indirectly, to control, direct or manage the account. More information can be found in the
Additional Guidance section on page 17.
This individual holds the following capacities for the above company (select all that apply)
Business Principal Authorized Representative Beneficial Owner with a % ownership stake
Personal Information
Full Legal Name (First, Middle, Last)
Social Security Number Date of Birth (MM/DD/YYYY) Position/Title
Residential Address
Provide your residential address.
Street Address (This cannot be a P.O. Box)
City State ZIP Code
All non-U.S. Citizens will need to
document their United States residency
by providing a copy of both:
1. U.S. Permanent Resident Card
2. Valid Passport
Citizenship
If your residency status changes,
Merrill will not be able to maintain
your account. You will be required to
close the account.
List all countries you currently
hold citizenship with.
Is your primary residence in the United States? Yes
No
Country or Countries of Citizenship: (List all)
U.S. Citizen
Another Country
Another Country
Affiliation Information
Signature
Are you a director, 10% shareholder or someone who has the ability to control corporate action or policy of a public company?
No Yes (List all companies below)
I,
(name of person listed on this page),
herby certify, to the best of my knowledge, that the information provided above is complete and correct.
Company Name(s):
Signature
Company Name(s):
Trading Symbol(s):
Date
Trading Symbol(s):
Page 7 | MerrillEdge Self-Directed BIA Account Application 423209PM-0424
III. Tax Certification Form
Form W-9
Please provide a completed IRS
Form W‑9 or complete this Tax
Certification.
Limited Liability Company(LLC)
If you are an LLC, check the
“Limited Liability Company” box
and enter your tax classification
(C = Corporation, S=S Corporation,
P=Partnership) in the space
provided. If you are a single member
LLC (including a foreign LLC with a
domestic owner) that is disregarded
as an entity separate from its owner
under Treasury regulations section
301.7701‑3, enter the owner’s name
on the “Name” line. Then enter
the LLC’s name on the “Business
Name” line. Enter the Taxpayer
Identification Number of the owner
only.
Note: For a single‑member LLC
that is disregarded, do not check
LLC; check the appropriate box
forthe tax classification of the
single‑member owner.
Tax Certification should be
completed by an individual who is
authorized as an agreement signer
for the business entity.
Name (as shown in your income tax return)
Name
Business Name
Legal Address
Please select if appropriate:
Exempt Payee
TAX CERTIFICATION AND ACKNOWLEDGMENTS
UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION NUMBER (OR I AM
WAITING FOR A NUMBER TO BE ISSUED TO ME), AND
(2) I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE (A) I AM EXEMPT FROM BACKUP WITHHOLDING,
OR (B) I HAVE NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE (IRS) THAT I AM SUBJECT TO
BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST AND DIVIDENDS, OR (C)
THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING, AND
(3) I AM A U.S. CITIZEN OR OTHER U.S. PERSON (INCLUDING A U.S. RESIDENT ALIEN).
(4) THE FOREIGN ACCOUNT TAX COMPLIANCE ACT (FATCA) CODE ENTERED ON THIS FORM (IF ANY)
INDICATING THAT I AM EXEMPT FROM FATCA REPORTING IS CORRECT.
CERTIFICATION INSTRUCTION:
YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY
SUBJECT TO BACKUP WITHHOLDING BECAUSE YOU HAVE FAILED TO REPORT ALL INTEREST AND DIVIDENDS
ON YOUR TAX RETURN.
City
Signature
State Zip Code
Tax Identification: Fill in only one identification type within this section:
FOR MerrillUSE ONLY: FA/PC Code: 1001
Please select one:
Individual/Sole Proprietor
C Corporation
S Corporation
Trust/Estate
Partnership
Other
Limited Liability Company (LLC): Select LLC Tax Classification C (C Corporation) S (S Corporation) P (Partnership)
Taxpayer Identification Number (TIN)
Manager Signature
Employer Identification Number (EIN) Social Security Number (SSN)
Date
Date
Page 8 | MerrillEdge Self-Directed BIA Account Application 423209PM-0424
IV. Account Features/Services
V. Business Entity Authorization Form Instructions
Required Documentation
Include with your application the Entity Authorization Form for the business entity type.
Complete and return only one of the below sections:
Corporation:
Section VI (Pages 9–10)
Limited Partnership:
Section VII (Pages 11–12)
Limited Liability Company:
Section VIII (Pages 13–14)
Sole Proprietorship:
Section IX (Pages 15–16)
Once you complete and return this Account Application Booklet to us, your cash deposits will automatically sweep into the Primary Money Account.
The Primary Money Account generally available for sweep is the Merrill Lynch Bank Deposit Program. Through the Merrill Lynch Bank Deposit Program,
cash balances are deposited into one or more accounts at Bank of America, N.A., and Bank of America California, N.A. and may earn interest.
Alternatively, you may elect that your cash balances not sweep to the Primary Money Account. If you choose to not sweep your cash balances, please
check the box below and understand that your cash balances will not earn interest or dividends.
If you elect to have cash balances sweep, please select one of the applicable options below for the account type being opened.
Bank Deposits
MerrillLynch Bank Deposit Program
Through the MerrillLynch Bank Deposit Program, cash balances are deposited into one or more accounts at BankofAmerica, N.A., and
BankofAmerica California, N.A. and may earn interest.
No Sweep
By checking the box, you elect not to sweep your cash balances and you understand that your cash balances will not earn interest or dividends.
If your account is enrolled in a MerrillLynch investment advisory program and you choose the No Sweep option, you should understand that
MerrillLynch may charge an asset‑based advisory fee on the cash in the account even though you are not earning any interest or dividends on
thatcash.
* Important Information About the Sweep of Cash Balances
You have the option to have cash balances in your Account automatically deposited in a bank deposit program (collectively, “Sweep Program”). The deposit of
checks, the sale of securities, and other activity will periodically generate cash in your MerrillLynch account. Typically, this cash is “swept” to bank accounts
with BankofAmerica, N.A., and BankofAmerica California, N.A. (the “MerrillLynch Affiliated Banks”) under the MerrillLynch Bank Deposit Program (the “MLBD
Program”) where it may earn interest.
Deposits held at the MerrillLynch Affiliated Banks are financially beneficial to MerrillLynch and its affiliates. Interest rates paid on deposits are determined at
the discretion of the MerrillLynch Banks based on economic and business conditions.
Interest rates for the MerrillLynch Bank Deposit Program are tiered based on your relationship with MerrillLynch and BankofAmerica. For tiering purposes,
BankofAmerica account types include BankofAmerica Business checking, savings and CDs. MerrillLynch account types include BIA, and Business Delaware
accounts. Accounts are systematically linked by Tax Identification Number (TIN). Clients with higher total eligible assets generally receive a higher yield on their
bank deposits.
Rates may change daily. Yield information on any deposits held under the MLBD Program will be included on your account statement. You can also access
current yield information on merrilledge.com or by contacting your Financial Solutions Advisor.
Deposits in the MerrillLynch Bank Deposit Program are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to a total of the Standard Maximum
Deposit Insurance Amount (“SMDIA”) per depositor, per ownership category at each of the MerrillLynch Affiliated Banks. The SMDIA is $250,000. Although
information about FDIC insurance is available from your Financial Solutions Advisor, it is your responsibility to monitor the total amount of your deposits with
the MerrillLynch Affiliated Banks to determine the extent of insurance coverage available on your deposits. It is important to note that uninvested cash held
in more than one Account may be deposited to the same MerrillLynch Affiliated Banks. Also, amounts in excess of the applicable FDIC insurance limit may be
deposited to the MerrillLynch Affiliated Banks from the same MerrillLynch account. Any CDs that you own issued by the MerrillLynch Affiliated Banks will also
count toward the FDIC insurance limits.
The securities and cash that MerrillLynch holds in your brokerage account are protected by the Securities Investor Protection Corporation (“SIPC”). The SIPC
does not cover cash on deposit at the MerrillLynch Affiliated Banks. 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. Additional information about linking accounts for higher interest rates, FDIC
insurance, the benefits to MerrillLynch of bank deposits and investment alternatives for your cash balances is available from your Financial Solutions Advisor
and will also be included in the written materials you will receive in connection with the establishment of your account. MerrillLynch reserves the right to offer
different cash sweep options for different accounts or clients. You agree that MerrillLynch may, at its discretion and from time to time, change the cash sweep
option upon prior notice.
Sweep Program Choice
Page 9 | MerrillEdge Self-Directed BIA Account Application 423209PM-0424
VI. Corporation Entity Authorization Form
Corporations
Provide number of Shareholders
The undersigned, (select one) as Secretary or Assistant Secretary of (Name of Corporation)
(“Corporation”) hereby certifies that (1) the following resolutions (or resolutions substantially similar) were duly adopted by the Board of Directors of the
Corporation at a duly called meeting or by unanimous written consent, and (2) the resolutions remain in full force and effect and are not in conflict with
the Corporation’s Charter, Articles of Incorporation or By‑laws.
Whereas, the Corporation seeks to open and maintain one or more securities brokerage accounts with MerrillLynch, Pierce, Fenner & Smith
Incorporated (“Merrill”).
Now, therefore, be it resolved that:
1. The Corporation is authorized to establish with Merrill one or more accounts (each and all, a “Securities Account”) for the purchase and sale
of stocks, bonds, options and/or other securities, commodities and commodity futures, and other property usually and customarily dealt in by
brokerage firms.
2. If the Securities Account is established as a margin account, the Corporation is authorized to use the Securities Account and services offered by
Merrill to(a)sell short, (b) trade on margin, and (c) borrow and/or obtain credit from Merrill.
3. Each of the individuals named on the Authorized Representative Designation Form contained in this Account Application Booklet (each an
“Authorized Representative”) is authorized individually, without counter‑signature or co‑signature, to give instructions on behalf of the Corporation
for transactions in the Securities Accounts, and to deliver any funds, securities or other property to or for the Corporation’s Securities Accounts.
Each Authorized Representative also has the authority, with respect to the Corporation’s Securities Accounts, that is indicated under the particular
Authorized Representative’s name on the Authorized Representative Designation Form. In the exercise of such authority, each Authorized
Representative is empowered, on behalf of the Corporation, to fully utilize any services offered by Merrill and its affiliates and to take any and all
steps, do any and all things, and execute and deliver any and all documents, in the name of and on behalf of the Corporation as may be necessary
or appropriate to carry out the purposes of these resolutions. For Authorized Representatives who are designated as an “Agreement Signer,” that
authority includes the power to open, now or in the future, one or more Securities Accounts, and with respect to each Securities Account, to execute,
on behalf of the Corporation, any and all relevant forms and agreements, including but not limited to agreements to arbitrate controversies, and to
deal with Merrill in connection with all aspects of the Securities Accounts, including the authority to: (i) obtain and terminate all such services as
Merrill (or its affiliates or third‑party service providers) may offer in connection with the Securities Accounts (including without limitation the Margin
Lending Program and any internet‑based online services) and to execute on behalf of the Corporation such documents and agreements as required
by Merrill in connection with such services, (ii) appoint one or more individuals to act on behalf of the Corporation as an Authorized Representative
with regard to the Corporation’s Securities Accounts with authority as described herein and to deliver to Merrill any Business Investor Account
(BIA) Change Form (“BIA Change Form”), Power of Attorney (“POA”), or other document to effect or evidence such appointment, and (iii) terminate
any Authorized Representative’s authority to act on the Securities Accounts. For Authorized Representatives who are designated as having “Fund/
Security Distribution” authority, that authority includes the power to instruct the transfer of funds, securities and other assets, including, but not
limited to, the entire Securities Account, by wire, check or otherwise from the Securities Account to or for the account of any other person, including
the Authorized Representative giving the instruction, without limit as to amount and without inquiry. For Authorized Representatives who are
designated as having the authority to “Trade,” that authority includes the power to (i) give written, oral or electronic instructions to Merrill to buy or
sell (including short sales if the Securities Account is established with the Margin Lending Program) stocks, bonds, options and/or other securities,
commodities and commodity futures, and other property, whether for immediate or future delivery, and (ii) borrow money from or through Merrill if
the Securities Account is established with the Margin Lending Program and to secure payment with property of the Corporation, including, but not
limited to, stocks, bonds, options, and/or other securities.
4. All actions previously taken with respect to matters authorized in these resolutions are hereby ratified, confirmed and approved. All Authorized
Representatives previously authorized by the Corporation to act on its behalf with regard to existing Merrill account(s) will continue to have such
authority unless such authority is terminated by use of a BIA Change Form.
5. These resolutions shall remain in full force and effect until written notice of their revocation is delivered to and receipt acknowledged by Merrill.
Untilsuch revocation and acknowledgment, Merrill may rely on these resolutions.
6. The undersigned is authorized and directed to certify to Merrill that these resolutions have been duly adopted, are in full force and effect, and are in
accordance with the governing documents of the Corporation.
Page 10 | MerrillEdge Self-Directed BIA Account Application 423209PM-0424
VI. Corporation Entity Authorization Form (continued)
Corporations
Certification by Corporate Secretary
The undersigned certifies that these resolutions are true and correct, that the Corporation is duly organized and existing and has the power to take
the actions called for by these resolutions, that the Authorized Representative(s) who has executed the Execution of Account Agreement below has full
authority to bind the Corporation to the terms of the BIA Financial Service and Financial Service Account Agreement and Program Description Booklet
and that the Authorized Representatives named on the attached Authorized Representative Designation Form are duly authorized, and that set forth
next to each named Authorized Representative on the Authorized Representative Designation Form is true and correct signature of such person.
Witness my hand and seal (if one) of the Corporation on the
day of year .
BY SIGNING BELOW, THE CORPORATION UNDERSTANDS, ACKNOWLEDGES AND AGREES:
1. THAT THE CORPORATION HAS RECEIVED A COPY OF THE TERMS OF THE MERRILLEDGE SELF-DIRECTED INVESTING CLIENT
RELATIONSHIP AGREEMENT, MERRILLEDGE SELF-DIRECTED INVESTING TERMS OF SERVICE, THE BIA ACCOUNT AGREEMENT AND
PROGRAM DESCRIPTION BOOKLET (THE “AGREEMENT”) AND AGREES TO THE TERMS AND CONDITIONS CONTAINED THEREIN;
2. THAT THE INFORMATION CONTAINED IN THIS ACCOUNT APPLICATION BOOKLET INCLUDING BUT NOT LIMITED TO THE
AUTHORIZATION FORM FOR CORPORATIONS AND THE AUTHORIZED REPRESENTATIVE DESIGNATION FORM, AND ADDITIONAL
INFORMATION PROVIDED BY THE AUTHORIZED REPRESENTATIVE DURING THE ACCOUNT-OPENING PROCESS REGARDING BENEFICIAL
OWNERS, IS TRUE AND CORRECT;
3. THAT THE UNDERSIGNED IS/ARE DULY AUTHORIZED TO SIGN THE AGREEMENT ON BEHALF OF THE CORPORATION, AND THAT
MERRILL IS ENTITLED TO FULLY RELY UPON THE CERTIFICATIONS AND WARRANTIES SET FORTH IN THE ACCOMPANYING
AUTHORIZATION FORM FOR CORPORATIONS, AND ELSEWHERE IN THIS ACCOUNT APPLICATION BOOKLET;
4. THAT, IF APPLICABLE, MERRILL IS AUTHORIZED TO RELY UPON ANY BIA CHANGE FORMS SIGNED BY ANY OF THE AUTHORIZED
REPRESENTATIVES DESIGNATED AS AN “AGREEMENT SIGNER” ON THE AUTHORIZED REPRESENTATIVE DESIGNATION FORM ON
BEHALF OF THE CORPORATION;
5. THAT, IF ANY SECURITIES ACCOUNT IS BEING ESTABLISHED WITH THE MARGIN LENDING PROGRAM, PURSUANT TO SECTION 5 OF THE
AGREEMENT, CERTAIN OF THE CORPORATION’S SECURITIES MAY BE LOANED TO MERRILL OR LOANED OUT TO OTHERS;
6. THAT IN ACCORDANCE WITH SECTION 12, PAGE 10, OF THE AGREEMENT, THE CORPORATION IS AGREEING IN ADVANCE TO ARBITRATE
ANY CONTROVERSIES THAT MAY ARISE WITH MERRILL;
7. IF A U.S.-BASED CORPORATION CHOOSES THE MERRILL LYNCH BANK DEPOSIT PROGRAM, THE CORPORATION UNDERSTANDS THAT
AVAILABLE CASH BALANCES ARE AUTOMATICALLY DEPOSITED INTO DEPOSIT ACCOUNTS AT MERRILL LYNCH’S AFFILIATED BANKS
AND UNDERSTANDS THAT BALANCES SO DEPOSITED MAY EXCEED FDIC COVERAGE LIMITS;
8. THAT I HEREBY ACKNOWLEDGE THAT I AM OF LEGAL AGE UNDER THE LAWS OF MY PLACE OF RESIDENCE;
9. THAT, UNLESS I HAVE ELECTED NOT TO SWEEP THE CORPORATION’S CASH BALANCES, I AFFIRMATIVELY CONSENT TO HAVING
THE CORPORATION’S AVAILABLE CASH BALANCES SWEEP TO THE DESIGNATED PRIMARY MONEY ACCOUNT IN ACCORDANCE
WITH SECTION 14 OF THE MERRILLEDGE SELF-DIRECTED INVESTING CLIENT RELATIONSHIP AGREEMENT AND SECTION 6 OF THE
BUSINESS INVESTOR ACCOUNT AGREEMENT AND PROGRAM DESCRIPTION; AND THAT I UNDERSTAND THAT I MAY DISCUSS WITH THE
INVESTMENT CENTER OTHER OPTIONS THAT ARE AVAILABLE TO INVEST CASH, INCLUDING OTHER CASH MANAGEMENT PRODUCTS;
10. THAT I ACKNOWLEDGE AND UNDERSTAND THAT NON-DEPOSIT INVESTMENT PRODUCTS ARE PROVIDED BY MERRILLLYNCH,
PIERCE, FENNER & SMITH INCORPORATED (“MLPF&S”), A REGISTERED BROKER-DEALER AND WHOLLY OWNED SUBSIDIARY OF
BANKOFAMERICA CORPORATION, AND THAT INVESTMENT PRODUCTS OFFERED THROUGH MLPF&S AND INSURANCE AND
ANNUITY PRODUCTS OFFERED THROUGH ITS SUBSIDIARY, MERRILLLYNCH LIFE AGENCY INC. (I) ARE NOT INSURED BY THE FDIC
OR ANY FEDERAL GOVERNMENT AGENCY, (II) ARE NOT A DEPOSIT OR OTHER OBLIGATION OF, OR GUARANTEED BY, ISSUED OR
UNDERWRITTEN BY BANKOFAMERICA, N.A., OR ANY OF ITS BANK AFFILIATES, (III) ARE SUBJECT TO INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED AND (IV) ARE NOT A CONDITION TO ANY BANKING SERVICE OR ACTIVITY; AND
11. VERMONT LAW REQUIRES THE FOLLOWING: I AUTHORIZE MERRILL AND ITS AFFILIATES TO REQUEST A CONSUMER REPORT OR
CREDIT REPORT ABOUT ME FROM ONE OR MORE CONSUMER REPORTING AGENCIES TO VERIFY THE INFORMATION PROVIDED IN THIS
BIA ACCOUNT APPLICATION AND FOR ANY OTHER LEGITIMATE BUSINESS PURPOSES.
12. THAT THE CORPORATION HAS REVIEWED THE SUMMARY OF PROGRAMS AND SERVICES LOCATED AT THE END OF THIS BOOKLET.
13. THAT I ACKNOWLEDGE THAT I HAVE RECEIVED THE FORM CLIENT RELATIONSHIP SUMMARY.
Secretary’s/Assistant Secretary’s Name
Name
Signature
Name
Signature
If Corporate Secretary is the only Authorized Representative named on the Business Principal, Authorized Representative and Beneficial Owner Form, an officer other than the
Secretary must sign this page on behalf of the Corporation unless the Secretary also holds all other officer positions. If Secretary holds all other officer positions, Secretary must
initial below:
Secretary’s initials:
Title
Date
Title
Date
Signature
[place corporate seal here, if applicable]
Page 11 | MerrillEdge Self-Directed BIA Account Application 423209PM-0424
VII. Limited Partnership Entity Authorization Form
Partnerships
Each of the undersigned, as the General Partner(s) of
(Name of Partnership) (“Partnership”) hereby certifies, warrants and represents to MerrillLynch, Pierce, Fenner & Smith Incorporated (“Merrill”) that the
Partnership is authorized as follows:
1. The Partnership is authorized to establish with Merrill one or more accounts (each and all, a “Securities Account”) for the purchase and sale of stocks, bonds,
options and/or other securities, commodities and commodity futures, and other property usually and customarily dealt in by brokerage firms.
2. If the Securities Account is established as a margin account, the Partnership is authorized to use the Securities Account and services offered by Merrill
to(a)sell short, (b) trade on margin, and (c) borrow and/or obtain credit from Merrill.
3. Each of the individuals named on the Authorized Representative Designation Form contained in this Account Application Booklet (each an “Authorized
Representative”) is authorized individually, without counter‑signature or co‑signature, to give instructions on behalf of the Partnership for transactions in the
Securities Accounts, and to deliver any funds, securities or other property to or for the Partnership’s Securities Accounts. Each Authorized Representative
also has the authority, with respect to the Partnership’s Securities Accounts, that is indicated under the particular Authorized Representative’s name on the
Authorized Representative Designation Form. In the exercise of such authority, each Authorized Representative is empowered, on behalf of the Partnership,
to fully utilize any services offered by Merrill and its affiliates and to take any and all steps, do any and all things, and execute and deliver any and all
documents, in the name of and on behalf of the Partnership as may be necessary or appropriate to carry out the purposes of these resolutions. For Authorized
Representatives who are designated as an “Agreement Signer,” that authority includes the power to open, now or in the future, one or more Securities Accounts,
and with respect to each Securities Account, to execute, on behalf of the Partnership, any and all relevant forms and agreements, including but not limited to
agreements to arbitrate controversies, and to deal with Merrill in connection with all aspects of the Securities Accounts, including the authority to: (i) obtain and
terminate all such services as Merrill (or its affiliates or third‑party service providers) may offer in connection with the Securities Accounts (including without
limitation the Margin Lending Program and any internet‑based online services) and to execute on behalf of the Partnership such documents and agreements as
required by Merrill in connection with such services, (ii) appoint one or more individuals to act on behalf of the Partnership as an Authorized Representative with
regard to the Partnership’s Securities Accounts with authority as described herein and to deliver to Merrill any Business Investor Account (BIA) Change Form
(“BIA Change Form”), Power of Attorney (“POA”), or other document to effect or evidence such appointment, and (iii) terminate any Authorized Representative’s
authority to act on the Securities Accounts. For Authorized Representatives who are designated as having “Fund/Security Distribution” authority, that authority
includes the power to instruct the transfer of funds, securities and other assets, including, but not limited to, the entire Securities Account, by wire, check or
otherwise from the Securities Account to or for the account of any other person, including the Authorized Representative giving the instruction, without limit
as to amount and without inquiry. For Authorized Representatives who are designated as having the authority to “Trade,” that authority includes the power to
(i) give written, oral or electronic instructions to Merrill to buy or sell (including short sales if the Securities Account is established with the Margin Lending
Program) stocks, bonds, options and/or other securities, commodities and commodity futures, and other property, whether for immediate or future delivery, and
(ii) borrow money from or through Merrill if the Securities Account is established with the Margin Lending Program and to secure payment with property of the
Partnership, including, but not limited to, stocks, bonds, options, and/or other securities.
4. In case of the death or withdrawal of any one of the partners, or in case of the termination or dissolution of the Partnership, each of the undersigned
General Partners agrees to notify Merrill promptly in writing, and to execute any supplementary authorization that Merrill may require in such an event. If
we do not notify Merrill, we hereby authorize Merrill to continue to receive orders for the Securities Account that may be given to Merrill by any one of the
Authorized Representatives then surviving and to execute the same and treat all monies, options, securities, or other property to the credit of the Securities
Account as the property of the remaining partners, subject to the order of any General Partner.
5. All actions previously taken with respect to matters described in this Authorization are ratified, confirmed and approved. All Authorized Representatives
previously authorized by the Partnership to act on its behalf with regard to existing Merrill account(s) in the name of the Partnership will continue to have
such authority unless such authority is terminated by use of a BIA Change Form.
6. This Authorization Form for Partnerships shall remain in full force and effect until written notice of its revocation is delivered to and receipt acknowledged
by Merrill. Until such revocation and acknowledgment, Merrill may rely on this Authorization Form for Partnerships.
EACH OF THE UNDERSIGNED, AS AGENTS OF THE PARTNERSHIP, AND AS MUTUAL AGENTS OF THE PARTNERS, FURTHER CERTIFIES, WARRANTS AND
REPRESENTS THAT:
• Each natural person who is a General Partner or Limited Partner (if applicable) of the Partnership has reached the legal age of majority in the state in which
he or she is domiciled and in which the Partnership is organized.
• Each General Partner and Limited Partner (if applicable) of the Partnership has the legal ability to be a partner in said Partnership and to enter into the
transactions performed pursuant to this certification according to the laws of the state in which (i) the Partnership has been organized and (ii) such partner
is domiciled.
• For the purposes of conducting business through the Securities Account, the Partnership will be construed as an entity duly organized under the laws of
the state referenced on page 1 of this Account Application Booklet and that the establishment of a Securities Account, including the agreement to arbitrate
controversies, is in the usual and ordinary course of the Partnership’s business.
• For every non‑natural General Partner (trust, partnership, corporation, LLC, etc.), the person(s) executing this Authorization Form for Partnerships is duly
authorized by that General Partner on behalf of that General Partner to make these certifications, warranties and representations.
• If the Securities Account is established as a margin account, the Partnership is authorized to borrow money from Merrill, and, in connection with such
borrowings, to pledge any securities and other property of the Partnership as collateral in accordance with the provisions of the BIA Account Agreement and
Program Description Booklet (“Agreement”).
• All transactions that may be entered into, or which may have been entered into, are authorized under the Partnership’s agreement, and are in the usual and
ordinary course of business of the Partnership.
• If interests in the Partnership were offered, either publicly or privately, the offering period for such offering of Partnership interests is now closed.
Page 12 | MerrillEdge Self-Directed BIA Account Application 423209PM-0424
VII. Limited Partnership Entity Authorization Form (continued)
Partnerships
General Partner Name (Individual or Entity)
Signature
General Partner Name (Individual or Entity)
Signature
Title
Date
Title
Date
Each of the undersigned, as the General Partner(s) of the Partnership, certifies, warrants and represents that the certifications made herein, including
the representations in the Agreement, are based on personal knowledge or appropriate inquiry. We, the undersigned General Partners, agree to
indemnify and hold harmless Merrill, its affiliates and agents, against any liability, loss, cost or damage, including attorneys’ fees and court costs that
may arise if any of the representations and warranties or any information certified in this Account Application Booklet are untrue or incomplete. Merrill
may rely upon this certification until written notice of revocation or amendment is delivered to and receipt acknowledged by Merrill. This certification
supersedes any prior certifications, documents or information provided to Merrill with respect to the Partnership. The Agreement governing the
Securities Account shall inure to the benefit of Merrill, its successors (by merger, consolidation, or otherwise) and assigns.
BY SIGNING BELOW, THE UNDERSIGNED, AS ALL OF THE GENERAL PARTNERS OF THE PARTNERSHIP, AND ON BEHALF OF THE
LIMITED PARTNERS (IF APPLICABLE), UNDERSTAND, ACKNOWLEDGE AND AGREE:
1. THAT THE PARTNERSHIP HAS RECEIVED A COPY OF THE TERMS OF THE MERRILLEDGE SELF-DIRECTED INVESTING CLIENT
RELATIONSHIP AGREEMENT, MERRILLEDGE SELF-DIRECTED INVESTING TERMS OF SERVICE, THE BIA ACCOUNT AGREEMENT AND
PROGRAM DESCRIPTION BOOKLET (THE “AGREEMENT”) AND AGREES TO THE TERMS AND CONDITIONS CONTAINED THEREIN;
2. THAT THE INFORMATION CONTAINED IN THIS ACCOUNT APPLICATION BOOKLET INCLUDING BUT NOT LIMITED TO THE
AUTHORIZATION FORM FOR PARTNERSHIPS AND THE AUTHORIZED REPRESENTATIVE DESIGNATION FORM, AND ADDITIONAL
INFORMATION PROVIDED BY THE AUTHORIZED REPRESENTATIVE DURING THE ACCOUNT-OPENING PROCESS REGARDING
BENEFICIAL OWNERS, IS TRUE AND CORRECT;
3. THAT THE UNDERSIGNED IS/ARE DULY AUTHORIZED TO SIGN THE AGREEMENT ON BEHALF OF THE PARTNERSHIP, AND THAT
MERRILL IS ENTITLED TO FULLY RELY UPON THE CERTIFICATIONS AND WARRANTIES SET FORTH IN THIS AUTHORIZATION FORM
FOR PARTNERSHIPS, AND ELSEWHERE IN THIS ACCOUNT APPLICATION BOOKLET;
4. THAT, IF APPLICABLE, MERRILL IS AUTHORIZED TO RELY UPON ANY BIA CHANGE FORMS SIGNED BY ANY OF THE AUTHORIZED
REPRESENTATIVES DESIGNATED AS AN “AGREEMENT SIGNER” ON THE AUTHORIZED REPRESENTATIVE DESIGNATION FORM ON
BEHALF OF THE PARTNERSHIP;
5. THAT, IF ANY SECURITIES ACCOUNT IS BEING ESTABLISHED WITH THE MARGIN LENDING PROGRAM, PURSUANT TO SECTION 5 OF
THE AGREEMENT, CERTAIN OF THE PARTNERSHIP’S SECURITIES MAY BE LOANED TO MERRILL OR LOANED OUT TO OTHERS;
6. THAT IN ACCORDANCE WITH SECTION 12, PAGE 10, OF THE AGREEMENT, THE PARTNERSHIP IS AGREEING IN ADVANCE TO
ARBITRATE ANY CONTROVERSIES THAT MAY ARISE WITH MERRILL;
7. IF A U.S.-BASED PARTNERSHIP CHOOSES THE MERRILL LYNCH BANK DEPOSIT PROGRAM, THE PARTNERSHIP UNDERSTANDS
THAT AVAILABLE CASH BALANCES ARE AUTOMATICALLY DEPOSITED INTO DEPOSIT ACCOUNTS AT MERRILL LYNCH’S AFFILIATED
BANKS AND UNDERSTANDS THAT BALANCES SO DEPOSITED MAY EXCEED FDIC COVERAGE LIMITS;
8. THAT I HEREBY ACKNOWLEDGE THAT I AM OF LEGAL AGE UNDER THE LAWS OF MY PLACE OF RESIDENCE;
9. THAT, UNLESS I HAVE ELECTED NOT TO SWEEP THE CORPORATION’S CASH BALANCES, I AFFIRMATIVELY CONSENT TO HAVING
THE CORPORATION’S AVAILABLE CASH BALANCES SWEEP TO THE DESIGNATED PRIMARY MONEY ACCOUNT IN ACCORDANCE
WITH SECTION 14 OF THE MERRILLEDGE SELF-DIRECTED INVESTING CLIENT RELATIONSHIP AGREEMENT AND SECTION 6 OF THE
BUSINESS INVESTOR ACCOUNT AGREEMENT AND PROGRAM DESCRIPTION; AND THAT I UNDERSTAND THAT I MAY DISCUSS WITH THE
INVESTMENT CENTER OTHER OPTIONS THAT ARE AVAILABLE TO INVEST CASH, INCLUDING OTHER CASH MANAGEMENT PRODUCTS;
10. THAT I ACKNOWLEDGE AND UNDERSTAND THAT NON-DEPOSIT INVESTMENT PRODUCTS ARE PROVIDED BY MERRILLLYNCH,
PIERCE, FENNER & SMITH INCORPORATED (“MLPF&S”), A REGISTERED BROKER-DEALER AND WHOLLY OWNED SUBSIDIARY OF
BANKOFAMERICA CORPORATION, AND THAT INVESTMENT PRODUCTS OFFERED THROUGH MLPF&S AND INSURANCE AND
ANNUITY PRODUCTS OFFERED THROUGH ITS SUBSIDIARY, MERRILLLYNCH LIFE AGENCY INC. (I) ARE NOT INSURED BY THE FDIC
OR ANY FEDERAL GOVERNMENT AGENCY, (II) ARE NOT A DEPOSIT OR OTHER OBLIGATION OF, OR GUARANTEED BY, ISSUED OR
UNDERWRITTEN BY BANKOFAMERICA, N.A., OR ANY OF ITS BANK AFFILIATES, (III) ARE SUBJECT TO INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED AND (IV) ARE NOT A CONDITION TO ANY BANKING SERVICE OR ACTIVITY;
11. VERMONT LAW REQUIRES THE FOLLOWING: I AUTHORIZE MERRILL AND ITS AFFILIATES TO REQUEST A CONSUMER REPORT OR
CREDIT REPORT ABOUT ME FROM ONE OR MORE CONSUMER REPORTING AGENCIES TO VERIFY THE INFORMATION PROVIDED IN
THIS BIA ACCOUNT APPLICATION AND FOR ANY OTHER LEGITIMATE BUSINESS PURPOSES;
12. THE PARTNERSHIP HAS REVIEWED THE SUMMARY OF PROGRAMS AND SERVICES LOCATED AT THE END OF THIS BOOKLET AND
13. THAT I ACKNOWLEDGE THAT I HAVE RECEIVED THE FORM CLIENT RELATIONSHIP SUMMARY.
Page 13 | MerrillEdge Self-Directed BIA Account Application 423209PM-0424
VIII. Limited Liability Company Entity Authorization Form
LLC
Each of the undersigned hereby certifies, warrants and represents to MerrillLynch, Pierce, Fenner & Smith Incorporated (“Merrill”) that
(Name of LLC) (the “LLC”), a Limited Liability Company is managed by
its: (please select appropriate management type)
Member(s) (all members must sign page 14)
Manager(s) (all managers must sign page 14)
and that the undersigned are all of the member(s) (or manager(s)) of the LLC. The undersigned further certify, warrant and represent that the LLC is
authorized as follows:
1. The LLC is authorized to establish with Merrill one or more accounts (each and all, a “Securities Account”) for the purchase and sale of stocks, bonds,
options and/or other securities, commodities and commodity futures, and other property usually and customarily dealt in by brokerage firms.
2. If the Securities Account is established as a margin account, the LLC is authorized to use the Securities Account and services offered by Merrill to
(a)sellshort, (b) trade on margin, and (c) borrow and/or obtain credit from Merrill.
3. Each of the individuals named on the Authorized Representative Designation Form contained in this Account Application Booklet (each an “Authorized
Representative”) is authorized individually, without counter‑signature or co‑signature, to give instructions on behalf of the LLC for transactions in the
Securities Accounts, and to deliver any funds, securities or other property to or for the LLC’s Securities Accounts. Each Authorized Representative also has
the authority, with respect to the LLC’s Securities Accounts, that is indicated under the particular Authorized Representative’s name on the Authorized
Representative Designation Form. In the exercise of such authority, each Authorized Representative is empowered, on behalf of the LLC, to fully utilize any
services offered by Merrill and its affiliates and to take any and all steps, do any and all things, and execute and deliver any and all documents, in the name
of and on behalf of the LLC as may be necessary or appropriate to carry out the purposes of these resolutions. For Authorized Representatives who are
designated as an “Agreement Signer,” that authority includes the power to open, now or in the future, one or more Securities Accounts, and with respect to
each Securities Account, to execute, on behalf of the LLC, any and all relevant forms and agreements, including but not limited to agreements to arbitrate
controversies, and to deal with Merrill in connection with all aspects of the Securities Accounts, including the authority to: (i) obtain and terminate all such
services as Merrill (or its affiliates or third‑party service providers) may offer in connection with the Securities Accounts (including without limitation the
Margin Lending Program and any Internet‑based online services) and to execute on behalf of the LLC such documents and agreements as required by Merrill
in connection with such services, (ii) appoint one or more individuals to act on behalf of the LLC as an Authorized Representative with regard to the LLC’s
Securities Accounts with authority as described herein and to deliver to Merrill any Business Investor Account (BIA) Change Form (“BIA Change Form”), Power
of Attorney (“POA”), or other document to effect or evidence such appointment, and (iii) terminate any Authorized Representative’s authority to act on the
Securities Accounts. For Authorized Representatives who are designated as having “Fund/Security Distribution” authority, that authority includes the power
to instruct the transfer of funds, securities and other assets, including, but not limited to, the entire Securities Account, by wire, check or otherwise from the
Securities Account to or for the account of any other person, including the Authorized Representative giving the instruction, without limit as to amount and
without inquiry. For Authorized Representatives who are designated as having the authority to “Trade,” that authority includes the power to (i) give written,
oral or electronic instructions to Merrill to buy or sell (including short sales if the Securities Account is established with the Margin Lending Program) stocks,
bonds, options and/or other securities, commodities and commodity futures, and other property, whether for immediate or future delivery, and (ii) borrow
money from or through Merrill if the Securities Account is established with the Margin Lending Program and to secure payment with property of the LLC,
including, but not limited to, stocks, bonds, options, and/or other securities.
4. In case of the death or withdrawal of any one of the member(s) or termination of an authorized manager (if applicable) or in case of the termination or
dissolution of the LLC, each of the undersigned agrees to notify Merrill promptly in writing, and to execute any supplementary authorization that Merrill
may require in such an event. If we do not notify Merrill, we hereby authorize Merrill to continue to receive orders in the Securities Account that may be
given to Merrill by any one of the Authorized Representatives then surviving and to execute the same and treat all monies, options, securities, or other
property to the credit of the Securities Account as the property of the remaining member(s), subject to their orders or the order of any one of them as the
case may be.
5. All actions previously taken with respect to matters described in this Authorization are ratified, confirmed and approved. All Authorized Representatives or
Check/Card signers previously authorized by the LLC to act on its behalf with regard to existing Merrill account(s) in the name of the LLC will continue to
have such authority unless such authority is terminated by use of a BIA Change Form.
6. This Authorization Form for LLCs shall remain in full force and effect until written notice of its revocation is delivered to and receipt acknowledged by
Merrill. Until such revocation and acknowledgment, Merrill may rely on this Authorization Form for LLCs.
EACH OF THE UNDERSIGNED, AS AGENTS OF THE LLC, AND AS MUTUAL AGENTS OF THE INDIVIDUAL MEMBERS AND MANAGERS, IF APPLICABLE,
FURTHER CERTIFIES, WARRANTS AND REPRESENTS THAT:
• Each natural person who is a member or manager, if applicable, of the LLC has reached the legal age of majority in the state in which he or she is domiciled
and in which the LLC is organized.
• Each member or manager, if applicable, of the LLC has the legal ability to be a member or manager, if applicable, in said LLC and to enter into the
transactions performed pursuant to this certification according to the laws of the state in which (i) the LLC has been organized and (ii) such member or
manager, if applicable, is domiciled.
• For the purposes of conducting business through the Securities Account, the LLC will be construed as an entity duly organized under the laws of the
state referenced on page 1 of this Account Application Booklet, and that the establishment of a Securities Account, including the agreement to arbitrate
controversies, is in the usual and ordinary course of the LLC’s business.
• For every non‑natural member and/or manager, if applicable (e.g., trust, partnership, corporation, LLC, etc.), the person(s) executing this certification and
authorization is duly authorized by that member and/or manager, if applicable, to make these certifications, warranties and representations.
Page 14 | MerrillEdge Self-Directed BIA Account Application 423209PM-0424
VIII. Limited Liability Company Entity Authorization Form (continued)
LLC
• If the Securities Account is established as a margin account, the LLC is authorized to borrow money from Merrill, and, in connection with such borrowings, to
pledge any securities and other property of the LLC as collateral in accordance with the provisions of the BIA Account Agreement and Program Description Booklet
(“Agreement”) governing the Securities Account.
• All transactions that may be entered into, or which may have been entered into, are authorized under the LLC’s organizational documents, including but not limited to
the LLC’s articles of incorporation (or similar document properly filed) and the operating agreement (or similar type of agreement), and are in the usual and ordinary
course of business of the LLC.
• If interests in the LLC were offered, either publicly or privately, the offering period for such offering of LLC interests is now closed.
• The individuals named in any BIA Change Forms, electronic funds transfers (including Fedwires), and online services have been duly authorized by the undersigned, and
the undersigned certify that the signatures appearing on said applications and/or forms are the true signatures of the persons so designated.
Each of the undersigned, as the member(s) (or manager(s), if applicable) of the LLC, certifies, warrants and represents that the certifications made herein,
including the representations in the Agreement governing the Securities Account, are based on personal knowledge or appropriate inquiry. The undersigned
agree to indemnify and hold harmless Merrill, its affiliates and agents, against any liability, loss, cost or damage, including attorneys’ fees and court costs that
may arise if any of the representations and warranties or any information certified in the Account Application Booklet are untrue or incomplete. Merrill may rely
upon this certification until written notice of revocation or amendment is delivered to and receipt acknowledged by Merrill. This certification supersedes any
prior certifications, documents or information provided to Merrill with respect to the LLC. The Agreement governing the Securities Account shall inure to the
benefit of Merrill, its successors (by merger, consolidation, or otherwise) and assigns.
BY SIGNING BELOW, THE UNDERSIGNED, AS ALL OF THE MEMBERS (IF MEMBER-RUN) OR AS ALL OF THE MANAGERS (IF MANAGER-RUN),
OF THE LLC UNDERSTAND, ACKNOWLEDGE AND AGREE:
1. THAT THE LLC HAS RECEIVED A COPY OF THE TERMS OF THE MERRILLEDGE SELF-DIRECTED INVESTING CLIENT RELATIONSHIP
AGREEMENT, MERRILLEDGE SELF-DIRECTED INVESTING TERMS OF SERVICE, THE BIA ACCOUNT AGREEMENT AND PROGRAM
DESCRIPTION BOOKLET (THE “AGREEMENT”) AND AGREES TO THE TERMS AND CONDITIONS CONTAINED THEREIN;
2. THAT THE INFORMATION CONTAINED IN THIS ACCOUNT APPLICATION BOOKLET INCLUDING BUT NOT LIMITED TO THE AUTHORIZATION
FORM FOR LLCS AND THE AUTHORIZED REPRESENTATIVE DESIGNATION FORM, AND ADDITIONAL INFORMATION PROVIDED BY THE
AUTHORIZED REPRESENTATIVE DURING THE ACCOUNT-OPENING PROCESS REGARDING BENEFICIAL OWNERS, IS TRUE AND CORRECT;
3. THAT THE UNDERSIGNED IS/ARE DULY AUTHORIZED TO SIGN THIS AGREEMENT ON BEHALF OF THE LLC, AND THAT MERRILL IS ENTITLED
TO FULLY RELY UPON THE CERTIFICATIONS AND WARRANTIES SET FORTH IN THE ACCOMPANYING AUTHORIZATION FORM FOR LLCS,
AND ELSEWHERE IN THE ACCOUNT APPLICATION BOOKLET;
4. THAT, IF APPLICABLE, MERRILL IS AUTHORIZED TO RELY UPON ANY BIA CHANGE FORMS SIGNED BY ANY OF THE AUTHORIZED
REPRESENTATIVES DESIGNATED AS AN “AGREEMENT SIGNER” ON THE AUTHORIZED REPRESENTATIVE DESIGNATION FORM ON BEHALF
OF THE LLC;
5. THAT, IF ANY SECURITIES ACCOUNT IS BEING ESTABLISHED WITH THE MARGIN LENDING PROGRAM, PURSUANT TO SECTION 5 OF THE
AGREEMENT, CERTAIN OF THE LLC’S SECURITIES MAY BE LOANED TO MERRILL OR LOANED OUT TO OTHERS;
6. THAT IN ACCORDANCE WITH SECTION 12, PAGE 10, OF THE AGREEMENT, THE LLC IS AGREEING IN ADVANCE TO ARBITRATE ANY
CONTROVERSIES THAT MAY ARISE WITH MERRILL;
7. THAT I HEREBY ACKNOWLEDGE THAT I AM OF LEGAL AGE UNDER THE LAWS OF MY PLACE OF RESIDENCE;
8. THAT, UNLESS I HAVE ELECTED NOT TO SWEEP THE CORPORATION’S CASH BALANCES, I AFFIRMATIVELY CONSENT TO HAVING THE
CORPORATION’S AVAILABLE CASH BALANCES SWEEP TO THE DESIGNATED PRIMARY MONEY ACCOUNT IN ACCORDANCE WITH SECTION
14 OF THE MERRILLEDGE SELF-DIRECTED INVESTING CLIENT RELATIONSHIP AGREEMENT AND SECTION 6 OF THE BUSINESS INVESTOR
ACCOUNT AGREEMENT AND PROGRAM DESCRIPTION; AND THAT I UNDERSTAND THAT I MAY DISCUSS WITH THE INVESTMENT CENTER
OTHER OPTIONS THAT ARE AVAILABLE TO INVEST CASH, INCLUDING OTHER CASH MANAGEMENT PRODUCTS;
9. THAT I ACKNOWLEDGE AND UNDERSTAND THAT NON-DEPOSIT INVESTMENT PRODUCTS ARE PROVIDED BY MERRILLLYNCH, PIERCE,
FENNER & SMITH INCORPORATED (“MLPF&S”), A REGISTERED BROKER-DEALER AND WHOLLY OWNED SUBSIDIARY OF BANKOFAMERICA
CORPORATION, AND THAT INVESTMENT PRODUCTS OFFERED THROUGH MLPF&S AND INSURANCE AND ANNUITY PRODUCTS OFFERED
THROUGH ITS SUBSIDIARY, MERRILLLYNCH LIFE AGENCY INC. (I) ARE NOT INSURED BY THE FDIC OR ANY FEDERAL GOVERNMENT
AGENCY, (II) ARE NOT A DEPOSIT OR OTHER OBLIGATION OF, OR GUARANTEED BY, ISSUED OR UNDERWRITTEN BY BANKOFAMERICA,
N.A., OR ANY OF ITS BANK AFFILIATES, (III) ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT
INVESTED AND (IV) ARE NOT A CONDITION TO ANY BANKING SERVICE OR ACTIVITY; AND
10. VERMONT LAW REQUIRES THE FOLLOWING: I AUTHORIZE MERRILL AND ITS AFFILIATES TO REQUEST A CONSUMER REPORT OR CREDIT
REPORT ABOUT ME FROM ONE OR MORE CONSUMER REPORTING AGENCIES TO VERIFY THE INFORMATION PROVIDED IN THIS BIA ACCOUNT
APPLICATION AND FOR ANY OTHER LEGITIMATE BUSINESS PURPOSES.
11. THAT, TO THE EXTENT A MEMBER OF THE LLC IS A RETIREMENT PLAN OR ARRANGEMENT, MERRILL LYNCH SHALL HAVE NO DUTY TO
MONITOR OR ENSURE THAT TRANSACTIONS OR INVESTMENTS IN THE SECURITIES ACCOUNT ARE NOT PROHIBITED UNDER LAW OR BY THE
TERMS OF THE GOVERNING PLAN, NOR SHALL MERRILL LYNCH BE LIABLE FOR ANY ADVERSE TAX OR OTHER LEGAL CONSEQUENCES THAT
MAY RESULT FROM ANY SUCH TRANSACTIONS OR INVESTMENTS MADE IN OR THROUGH THE SECURITIES ACCOUNT; AND
12. THAT I ACKNOWLEDGE THAT I HAVE RECEIVED THE FORM CLIENT RELATIONSHIP SUMMARY; AND
13. THAT THE LLC HAS REVIEWED THE SUMMARY OF PROGRAMS AND SERVICES LOCATED AT THE END OF THIS BOOKLET
Member or Manager Name
Signature
Member or Manager Name
Signature
Position Title
Date
Position Title
Date
Page 15 | MerrillEdge Self-Directed BIA Account Application 423209PM-0424
IX. Sole Proprietorship Entity Authorization Form
Sole Proprietorship
TO: MerrillLynch, Pierce, Fenner & Smith Incorporated (“Merrill”)
I,
(individual’s name) (the “Sole Proprietor”) hereby warrant,
represent and certify that I am engaged in business under the name of:
(name of Sole Proprietorship) and all property in that name belongs
to me and is my sole property. I further warrant, represent and certify that I am the sole owner of the business so conducted and no other person, firm,
corporation or other entity has any interest in the business.
I make these warranties, representations and certifications in order to open and maintain one or more securities brokerage accounts with Merrill (each
and all, a “Securities account”) for the purchase and sale of stocks, bonds, options and/or other securities, commodities and commodity futures, and
other property usually and customarily dealt in by brokerage firms and to utilize any and all services offered by Merrill and its affiliates that I may select.
I further warrant and represent that each of the individuals named on the Authorized Representative Designation Form contained in this Account
Application Booklet (each an “Authorized Representative”) is authorized individually, without counter‑signature or co‑signature, to give instructions
on behalf of the Securities Account for transactions in the Securities Accounts, and to deliver any funds, securities or other property to or for the
my Securities Accounts. Each Authorized Representative also has the authority, with respect to my Securities Accounts, that is indicated under the
particular Authorized Representative’s name on the Authorized Representative Designation Form. In the exercise of such authority, each Authorized
Representative is empowered, on my behalf, to fully utilize any services offered by Merrill and its affiliates and to take any and all steps, do any
and all things, and execute and deliver any and all documents, on my behalf as may be necessary or appropriate to carry out the purposes of this
Authorization Form for Sole Proprietorships. I agree that only I will have authority to act as an “Agreement Signer” on my behalf. “Agreement Signer”
authority includes the power to open, now or in the future, one or more Securities Accounts, and with respect to each Securities Account, to execute,
on my behalf, any and all relevant forms and agreements, including but not limited to agreements to arbitrate controversies, and to deal with Merrill in
connection with all aspects of the Securities Accounts, including the authority to: (i) obtain and terminate all such services as Merrill (or its affiliates or
third‑party service providers) may offer in connection with the Securities Accounts (including without limitation the Margin Lending Program and any
internet‑based online services) and to execute on my behalf such documents and agreements as required by Merrill in connection with such services,
(ii) appoint one or more individuals to act on my behalf an Authorized Representative with regard to my Securities Accounts with authority as described
herein and to deliver to Merrill any Business Investor Account (BIA) Change Form (“BIA Change Form”), Power of Attorney (“POA”), or other document
to effect or evidence such appointment, and (iii) terminate any Authorized Representative’s authority to act on the Securities Accounts. For Authorized
Representatives who are designated as having “Fund/Security Distribution” authority, that authority includes the power to instruct the transfer of
funds, securities and other assets, including, but not limited to, the entire Securities Account, by wire, check or otherwise from the Securities Account
to or for the account of any other person, including the Authorized Representative giving the instruction, without limit as to amount and without
inquiry. For Authorized Representatives who are designated as having the authority to “Trade,” that authority includes the power to (i) give written,
oral or electronic instructions to Merrill to buy or sell (including short sales if the Securities Account is established with the Margin Lending Program)
stocks, bonds, options and/or other securities, commodities and commodity futures, and other property, whether for immediate or future delivery, and
(ii) borrow money from or through Merrill if the Securities Account is established with the Margin Lending Program and to secure payment with my
property, including, but not limited to, stocks, bonds, options, and/or other securities.
I further agree that all Authorized Representatives that I have previously authorized to act on my behalf with regard to existing Merrill account(s) will
continue to have such authority unless such authority is terminated by use of a BIA Change Form.
Page 16 | MerrillEdge Self-Directed BIA Account Application 423209PM-0424
IX. Sole Proprietorship Entity Authorization Form (continued)
Sole Proprietorship
BY SIGNING BELOW, I HEREBY UNDERSTAND, ACKNOWLEDGE AND AGREE:
1. THAT I HAVE RECEIVED A COPY OF THE TERMS OF THE MERRILLEDGE SELF-DIRECTED INVESTING CLIENT RELATIONSHIP
AGREEMENT, MERRILLEDGE SELF-DIRECTED INVESTING TERMS OF SERVICE, THE BIA ACCOUNT AGREEMENT AND PROGRAM
DESCRIPTION BOOKLET (THE “AGREEMENT”) AND AGREE TO THE TERMS AND CONDITIONS CONTAINED THEREIN;
2. THAT THE INFORMATION CONTAINED IN THIS ACCOUNT APPLICATION BOOKLET INCLUDING BUT NOT LIMITED TO THE
AUTHORIZATION FORM FOR SOLE PROPRIETORSHIPS AND THE AUTHORIZED REPRESENTATIVE DESIGNATION FORM, AND
ADDITIONAL INFORMATION PROVIDED BY THE AUTHORIZED REPRESENTATIVE DURING THE ACCOUNT-OPENING PROCESS
REGARDING BENEFICIAL OWNERS, IS TRUE AND CORRECT;
3. THAT MERRILL IS ENTITLED TO FULLY RELY UPON THE CERTIFICATIONS AND WARRANTIES SET FORTH IN THIS
AUTHORIZATION FORM FOR SOLE PROPRIETORSHIPS, AND ELSEWHERE IN THIS ACCOUNT APPLICATION BOOKLET;
4. THAT, IF APPLICABLE, MERRILL IS AUTHORIZED TO RELY UPON ANY BIA CHANGE FORMS SIGNED BY ANY OF THE
AUTHORIZED REPRESENTATIVES DESIGNATED AS AN “AGREEMENT SIGNER” ON THE AUTHORIZED REPRESENTATIVE
DESIGNATION FORM ON BEHALF OF THE SOLE PROPRIETORSHIP;
5. THAT, IF ANY SECURITIES ACCOUNT IS BEING ESTABLISHED WITH THE MARGIN LENDING PROGRAM, PURSUANT TO SECTION
5 OF THE AGREEMENT, CERTAIN OF THE SOLE PROPRIETORSHIP’S SECURITIES MAY BE LOANED TO MERRILL OR LOANED
OUT TO OTHERS;
6. THAT IN ACCORDANCE WITH SECTION 12, PAGE 10, OF THE AGREEMENT, I AGREE IN ADVANCE TO ARBITRATE ANY
CONTROVERSIES THAT MAY ARISE WITH MERRILL;
7. THAT I HEREBY ACKNOWLEDGE THAT I AM OF LEGAL AGE UNDER THE LAWS OF MY PLACE OF RESIDENCE;
8. THAT, UNLESS I HAVE ELECTED NOT TO SWEEP THE CORPORATION’S CASH BALANCES, I AFFIRMATIVELY CONSENT TO
HAVING THE CORPORATION’S AVAILABLE CASH BALANCES SWEEP TO THE DESIGNATED PRIMARY MONEY ACCOUNT IN
ACCORDANCE WITH SECTION 14 OF THE MERRILLEDGE SELF-DIRECTED INVESTING CLIENT RELATIONSHIP AGREEMENT AND
SECTION 6 OF THE BUSINESS INVESTOR ACCOUNT AGREEMENT AND PROGRAM DESCRIPTION; AND THAT I UNDERSTAND
THAT I MAY DISCUSS WITH THE INVESTMENT CENTER OTHER OPTIONS THAT ARE AVAILABLE TO INVEST CASH, INCLUDING
OTHER CASH MANAGEMENT PRODUCTS;
9. THAT I ACKNOWLEDGE AND UNDERSTAND THAT NON-DEPOSIT INVESTMENT PRODUCTS ARE PROVIDED BY MERRILLLYNCH,
PIERCE, FENNER & SMITH INCORPORATED (“MLPF&S”), A REGISTERED BROKER-DEALER AND WHOLLY OWNED SUBSIDIARY
OF BANKOFAMERICA CORPORATION, AND THAT INVESTMENT PRODUCTS OFFERED THROUGH MLPF&S AND INSURANCE
AND ANNUITY PRODUCTS OFFERED THROUGH ITS SUBSIDIARY, MERRILLLYNCH LIFE AGENCY INC. (I) ARE NOT INSURED BY
THE FDIC OR ANY FEDERAL GOVERNMENT AGENCY, (II) ARE NOT A DEPOSIT OR OTHER OBLIGATION OF, OR GUARANTEED
BY, ISSUED OR UNDERWRITTEN BY BANKOFAMERICA, N.A., OR ANY OF ITS BANK AFFILIATES, (III) ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED AND (IV) ARE NOT A CONDITION TO
ANY BANKING SERVICE OR ACTIVITY;
10. VERMONT LAW REQUIRES THE FOLLOWING: I AUTHORIZE MERRILL AND ITS AFFILIATES TO REQUEST A CONSUMER REPORT
OR CREDIT REPORT ABOUT ME FROM ONE OR MORE CONSUMER REPORTING AGENCIES TO VERIFY THE INFORMATION
PROVIDED IN THIS BIA ACCOUNT APPLICATION AND FOR ANY OTHER LEGITIMATE BUSINESS PURPOSES;
11. THAT I ACKNOWLEDGE THAT I HAVE RECEIVED THE FORM CLIENT RELATIONSHIP SUMMARY; AND
12. THAT I REVIEWED THE SUMMARY OF PROGRAMS AND SERVICES LOCATED AT THE END OF THIS BOOKLET;
Sole Proprietor Name
Signature Date
X. Additional Guidance
© 2024 BankofAmerica Corporation. All rights reserved. | BRO-02-24-0111 | 04/2024
Page 17 | MerrillEdge Self-Directed BIA Account Application 423209PM-0424
Account Roles
Authorities
Business Principal
Agreement Signer
Fund/Security Distribution
Trade
Authorized Representative
Beneficial Owner
Corporation
Limited Partnership
Sole Proprietorship
Limited Liability Companies
(LLC)
A principal in a company can include Shareholders, Limited Partners, Beneficial Owners and LLC Members with
25% or more ownership interest, Directors, Officers, General Partners, and LLC Managers.
Authority includes the power, on behalf of the Customer, to (i) open additional Securities Accounts for the
entity, which are governed by the BIA Financial Service and Financial Service Account Agreement and Program
Description Booklet, (ii) add or remove Authorized Representatives on Securities Accounts of the Customer, and
(iii) obtain or terminate services, including margin services, for Securities Accounts of the Customer. There must
be at least one Agreement Signer. (For Sole Proprietorships, only the Sole Proprietor may have this authority. For
Partnerships, only General Partners may have this authority. For Member‑Run LLCs, only Members may have this
authority. For Manager‑Run LLCs, only Managers may have this authority.)
Authority includes the power, on behalf of the Customer, to instruct the transfer of funds, securities and other
assets, including, but not limited to, an entire Securities Account, by wire, check or otherwise from a Securities
Account of the Customer to or for the account of any other person.
Authority includes the power, on behalf of the Customer, to give instructions to MerrillLynch to buy or sell
(including short sales if the account is established with the Margin Lending Program) stocks, bonds, options
and/or other securities, commodities and commodity futures, and other property.
Person authorized to act on behalf of the business.
Beneficial owners are:
1) An individual with significant responsibility to control, manage or direct an Entity Customer, such as either an
executive officer or senior manager (e.g., CEO, CFO, Managing Member, President, Vice Present, Treasurer) or
any other individual who regularly performs similar functions (e.g., chairperson of an association)
2) Each individual, if any, who directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise owns 25% or more of the equity interests of a Entity Customer.
Depending on the business type, the following would be considered individual beneficial owners (IBOs):
• Officers/Directors are considered IBOs
• Shareholders with more than 25% ownership interest are considered IBOs
• General Partners are considered IBOs
• Limited Partners with more than 25% ownership interest are consideredIBOs
• Sole Proprietor is considered IBOs
• Member run: All members with more than 25% ownership interest are
considered IBOs
– Examples: Shareholders, Limited Partners, Beneficial Owners, and
LLC Members
• Manager run: All managers are considered IBOs
– Examples: Directors, Officers, General Partners, and LLC Managers
Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill or we) is registered with the Securities and Exchange Commission
(SEC) as both a broker-dealer and an investment adviser. We are a member of the Financial Industry Regulatory Authority (FINRA)
and the Securities Investor Protection Corporation (www.sipc.org). Our subsidiary Managed Account Advisors LLC (MAA) is also
an SEC-registered investment adviser.
You can access free and simple tools to research firms and financial professionals at investor.gov/CRS. It provides educational
materials about broker-dealers, investment advisers and investing. We offer both brokerage and investment advisory services.
Brokerage and investment advisory services and fees differ and it is important for you to understand these differences.
You choose how you want to work with us:
Work with your dedicated Advisor or
Merrill Financial Solutions Advisor
You can receive brokerage services
for a per trade charge and/or enroll in
the Merrill Lynch Investment Advisory
Program or other available fiduciary
programs to access a large number of
managed investment strategies, other
investment solutions and fiduciary
services for an annual asset-based fee.
Work with Financial Solutions Advisors
You can access certain brokerage
services, if eligible, for a per trade
charge and/or, for an asset-based fee,
enroll in the Merrill Guided Investing
with Advisor program to access certain
managed investment strategies and
related fiduciary services with the
assistance and advice of a network of
Financial Solutions Advisors.
Work on a Self-Directed Basis
You can utilize our self-directed
investing brokerage platform (MESD)
to enter and manage your own trades
for a per trade charge and/or, for an
asset-based fee, enroll in the Merrill
Guided Investing program to access on
a self-guided basis a limited number
of managed investment strategies and
related fiduciary services.
This Client Relationship Summary (CRS) and the Summary of Programs and Services provide an overview of our primary
programs, the types of services we provide and how you pay.
Click on the highlighted links below for supplemental materials or go to ml.com/relationships and merrilledge.com/relationships.
BROKERAGE SERVICES
In a Merrill brokerage account, you pay commissions and other
sales fees on a per transaction basis. We may recommend
investments to you, but you make the final decision to buy, sell or
hold them.
From time to time, we may voluntarily review the holdings in
your brokerage account; however, for purposes of Regulation
Best Interest, we do not provide an ongoing monitoring service
or monitor your brokerage account and Regulation Best Interest
does not require us to do so.
Depending on the qualifications of your financial advisor and how
you want to work with us, our brokerage services provide you:
• Investment recommendations and responses to your trade
instructions and other requests.
• Access to investments, research, financial tools, investment
guidance and market education.
• Trade execution for purchases and sales of securities and
custody of account assets.
• Margin lending (borrowing against eligible account assets).
• Access to various account types, including the CMA account.
• Access to our Cash Sweep Program where uninvested
cash in your account is “swept” into bank deposit
accounts affiliated with us or into money market
mutual funds.
• Cash management services, including direct deposit, check-
writing, debit cards, and electronic funds transfer.
Advisors can recommend or make available to you a wide
range of investment products for your brokerage account.
Merrill Financial Solutions Advisors (MFSAs) are limited as to
the investment products that they can make available to you in
a brokerage account they service.
Financial Solutions Advisors (FSAs) provide brokerage services
to existing clients via a call center or in certain wealth
management centers. Enrollments of new clients into an
FSA-assisted brokerage account is restricted. You can obtain
brokerage services on a self-directed basis through our MESD
program, where you will not receive recommendations.
Our Best Interest Disclosure Statement provides material facts
about a brokerage account, including fees, material limitations we
place on our offerings and conflicts of interest.
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 Lynch Life
Agency Inc. (“MLLA”) is a licensed insurance agency and a wholly owned subsidiary of BofA Corp. Banking products are provided by Bank of America, N.A., Member FDIC and a wholly owned subsidiary of BofA
Corp. Investment products offered through MLPF&S, and insurance and annuity products offered through MLLA:
Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value
Are Not Deposits Are Not Insured By Any Federal Government Agency Are Not a Condition to Any Banking Service or Activity
Page 1
Client Relaonship Summary
Eecve March 22, 2024
What investment services and advice can you provide me?
INVESTMENT ADVISORY SERVICES
We offer various investment advisory programs
(IA Programs). Each IA Program is described in its IA Program
brochure covering the fiduciary services provided, program
fees charged and conflicts of interest.
When you enroll in one of our IA Programs, we act as your
investment adviser in providing you the fiduciary services
described in that IA Program's client agreement and brochure.
These services include advice and guidance, access to
investment strategies and certain brokerage and custody
services, among others. We provide ongoing monitoring for an
account enrolled in an IA Program as described in its brochure.
You pay an asset-based fee and not on a per trade basis.
MAA provides discretionary services in certain IA Programs. It
invests assets by implementing investment strategies of Merrill
and/or third-party managers you and your Advisor select for
your IA Program account. It also processes contributions and
withdrawals and provides other services.
In certain IA Programs, you can choose to make investment
decisions yourself and/or to grant us or a manager discretion
or authority to make investment and trading decisions for your
account on your behalf. Discretion is triggered when you grant
it and remains in effect until you revoke it.
The range of investment solutions that you can access depends
on the IA Program you select and whether you are working
with your dedicated Advisor or MFSA, working with our FSAs,
or working on a self-guided basis. Our IA Programs for retail
investors are:
Merrill Lynch Investment Advisory Program (IAP). You receive
investment advice and guidance from your Advisor or your
MFSA, as the case may be. Advisors can offer you all available
Merrill-managed and third-party managed investment strategies,
including those that involve you entering into a separate contract
with the manager. They can also work with you to invest in
individual securities, including equities, debt and fund securities,
with investment discretion or where you retain investment
discretion. MFSAs offer you access to a defined list of managed
strategies.
Strategic Portfolio Advisor Service (SPA). In SPA, you have
access to investment advice from your Advisor and to certain
investment strategies offered by third-party managers by
means of a separate contract between you and the SPA
manager.
Managed Account Service (MAS). In MAS, you can access
certain investment strategies of third-party managers not
offered in our other IA Programs by means of a separate
contract with the MAS manager. We do not provide advice or
recommendations about your selection.
Merrill Guided Investing with Advisor (MGI with Advisor). In
MGI with Advisor, you can invest in a limited list of investment
strategies managed by Merrill that you select with the advice
and guidance of FSAs through an online, interactive website.
Merrill Edge Advisory Account (MEAA). Through MEAA, a legacy
program that is very similar to MGI with Advisor, you receive
advice and guidance from FSAs but do not use the online
interactive website.
Merrill Guided Investing (MGI). Through MGI, you can access
a set of Merrill-managed investment strategies through an
online, interactive website on a self-guided basis.
Institutional Investment Consulting (IIC). This program provides
specified investment portfolio services to the investment
portfolios of IIC-eligible clients.
All of these IA Programs have differing service and relationship
approaches and requirements. Certain of the same managed
investment strategies are available in several of our IA Programs.
You should evaluate which IA Program is right for you
considering your investment profile; the IA Program fee you
are willing to pay; your preferences on how you want your
investment relationship to work (with the dedicated Advisor
or MFSA you select, with FSAs, or on a self-guided basis); the
scope of their capabilities and the limitations on the services
they provide; the nature of the IA Program services and the
types of IA Program services you want; and the investment
solutions and strategies available in each IA Program.
FOR BOTH BROKERAGE AND IA PROGRAM SERVICES
When we make a recommendation to you about the type of
account or program to select, we are acting as both a broker-
dealer and an investment adviser. We make available a wide
variety of investment products and investment solutions
based on factors such as account limitations, eligibility and
our product approval process. MFSAs and FSAs are not eligible
to offer all brokerage or investment advisory products and
services.
There are material limitations we impose in connection with
the products we make available to clients, as further described
in the Best Interest Disclosure Statement. We require for
certain products that the product provider or sponsor enter
into distribution agreements with us and, in certain cases,
make payments to us for revenue sharing, sub-accounting
services and for compensation purposes. In addition, there are
a limited number of products in which we or our affiliates have
an interest.
Merrill utilizes its own broker-dealer capabilities and those
of Bank of America Securities, Inc. (BofAS) and other related
entities to provide you with certain investment products and
services, including trade execution, access to research and cash
management services.
For a CMA Account, there is a minimum funding of $20,000 in
cash and/or securities (with a $2,000 minimum for a subaccount).
This does not apply to an account enrolled in MGI, MGI with
Advisor, MEAA or to an MESD account. Certain investment
products and IA Programs are subject to minimum investment
amounts detailed in offering materials and IA Program brochures.
Not all account type options provide the same services.
Page 2
What investment services and advice can you provide me? (continued)
Questions you can ask us about our services: • Given
my financial situation, should I choose an investment
advisory service? Should I choose a brokerage service or
both types of services? Why or why not? • How will you
choose investments to recommend? • What is your relevant
experience, including your licenses, education and other
qualifications and what do they mean?
What fees will I pay?
FEES IN A BROKERAGE ACCOUNT
You will pay a fee for each transaction in a brokerage
account. The types of fees you pay are known as commissions,
mark-ups, mark-downs or sales charges. These fees can be a
direct payment from you. For certain investment products, the
product sponsor or the manager will pay the fees and costs to
us based on the value of your investment.
Brokerage transaction fees vary from product to product. The
Best Interest Disclosure Statement includes an overview of
brokerage fees and other account charges. Fee information
is also covered in the materials listed under the Additional
Information heading below. See merrilledge.com/pricing for
MESD fees.
The trade confirmation you receive will provide the amount
of the fees charged for the transaction. The offering materials
available for certain types of investment products provide
information about the fees and costs of those products.
The more trades that you make in your brokerage
account, the more we and/or your financial advisor get paid,
giving us a financial incentive to encourage transactions in
your account.
FEES IN AN IA PROGRAM-ENROLLED ACCOUNT
You pay us an IA Program fee that covers investment advisory
services, trade execution and custody at Merrill. The IA
Program fee is based on the value of the assets in your
account and the fee rates listed below:
IAP: If you work with an Advisor, the Merrill fee rate you
agree to with your Advisor (max 1.75%) or, if you work with
an MFSA, the set Merrill fee rate (max 1.10%). If you select
a managed strategy, your IAP fee will include a strategy
manager fee based on the rate set by the manager, which is
paid to them.
SPA:
The SPA rate you agree to with your Advisor (max 1.50%)
for Merrill services. You will also pay a SPA manager fee based
on the rate set by the manager, which is paid to them.
MAS: The MAS rate you agree to with your Advisor (max
1.80%) for Merrill services. You will also pay a MAS manager
fee based on the rate set by the manager, which is paid to
them.
MGI with Advisor and MEAA:
0.85%.
MGI: 0.45%.
IIC: The rate you agree to with your Advisor (max 0.45%).
The Merrill fee component of the IA Program fee for IAP, SPA,
MAS and IIC are negotiable. Depending on the IA Program,
the fee is paid monthly or quarterly. The relevant IA Program
brochure provides more detail about the fees and costs you
may incur.
The more assets there are in your IA Program-enrolled
account, the more you will pay in fees, giving us a
financial incentive to encourage you to increase the assets
in your account.
ADDITIONAL FEE INFORMATION
Advisors and MFSAs may discount or waive certain brokerage
fees based on our discount or waiver requirements. FSAs are
not permitted to discount or waive fees. You may qualify for a
discount or waiver according to applicable reward and rebate
programs.
Certain products have built-in fees and expenses (described in
their offering materials) that the product manager or sponsor
charges for services, portions of which may be paid to us.
You will pay fees and costs whether you make or lose money
on your investments. Fees and costs will reduce any amount
of money you make on your investments over time. Please
make sure you understand what fees and costs you’re paying.
What are your legal obligations to me when
providing recommendations as my broker-dealer or
when acting as my investment adviser?
How else does your firm make money and what
conflicts of interest do you have?
STANDARD OF CONDUCT AND CONFLICTS OF INTEREST
When we provide you with a recommendation as your
broker-dealer or act as your investment adviser, we have to
act in your best interest and not put our interest ahead of
yours. At the same time, the ways we and our affiliates make
money create some conflicts with your interests. You should
understand and ask us about these conflicts because they
can affect the recommendations and investment advice we
provide you. Here are some examples of conflicts to help you
understand what this means:
Affiliate benefits. Our affiliates receive compensation and/or
economic benefits in connection with certain of the services
provided and certain investment products that we recommend
or make available to you.
Third-party payments for services. We receive compensation
from certain product sponsors for the sub-accounting
and shareholder services we provide them. We also have
agreements with certain product sponsors to pay us marketing
support and other revenue sharing payments under certain
circumstances. Certain product sponsors participate in
financial advisor and client conferences, meetings and events
and pay for the eligible expenses related to these events,
including costs for those financial professionals attending.
Principal trading. Some of your securities transactions will
be executed with our affiliate BofAS. It makes money when
executing your securities transactions as well as when
acting as an underwriter for new issue offerings of securities
offerings for corporate issuers.
For more conflict information, please review our Best Interest
Disclosure Statement and/or our IA Program brochures by
clicking the highlighted links in this CRS.
Page 3
Questions you can ask us about fees and conflicts:
• Help me understand how these fees and costs might
affect my investments. If I give you $10,000 to invest,
how much will go to fees and costs, and how much will be
invested for me? • How might your conflicts of interest
affect me and how will you address them?
How do your financial professionals make money?
Our financial professionals are compensated based on their
offering of brokerage services and transactions in investment
products, providing IA Program services and making referrals
to Affiliates. Compensation payments present a conflict of
interest. For brokerage services, the conflict arises based on
the type and frequency of transactions in your Account. For IA
Programs, the conflict arises based on the compensation we
make due to your enrollment in a fee-based program and the
fee that you agree to or are charged.
BROKERAGE COMPENSATION
For brokerage services, Advisors are primarily compensated
based on commissions and other types of transaction fees
and service charges related to transactions in your brokerage
account. Advisor compensation is based on what we charge
you for executing your trade and what we receive from
product sponsors for the sale of their products, where
applicable. Certain products have higher transaction fees and
service charges than other products. An Advisor will receive
more compensation for selling certain products over other
products and this is a conflict of interest.
MFSAs and FSAs who provide brokerage services are
compensated through a salary and performance-based
incentive compensation.
INVESTMENT ADVISORY COMPENSATION
For providing investment advisory services, Advisors are
primarily compensated based on the IA Program fee charged
for the account. MFSAs and FSAs receive compensation
in the form of salary and performance-based incentive
compensation.
OTHER COMPENSATION INFORMATION
Advisors and MFSAs receive incentive and strategic growth
awards for asset gathering efforts, for growth in banking,
lending and IA Program services and meeting performance
goals during the year. They can also qualify for referral
payments for the referrals of certain business to Merrill
affiliates. FSAs receive incentive compensation based on
meeting performance-based goals and for referrals.
Advisors who join Merrill from other firms receive additional
payments in connection with that move, and the amounts paid
are generally based to a large extent on the size of the business
at their prior firm and on assets that transfer including from
the Advisor’s prior firm.
Do you or your financial professionals have
legal or disciplinary history?
Yes. Please visit Investor.gov for a free and simple tool to
search for us and our financial professionals.
Additional Information
For the latest copy of this disclosure, go to ml.com/CRS.
For a copy of the Best Interest Disclosure Statement, go to
ml.com/bestinterestdisclosure. To receive a paper copy of
either document free of charge, you may call your financial
professional or call us at 800.637.7455.
We provide you with additional transaction information
through other documents such as trade confirmations,
prospectuses, offering materials and account statements.
Certain client agreement forms and the materials listed below
are available by clicking the highlighted words or by going to
ml.com/relationships and merrilledge.com/relationships.
•
Summary of Programs and Services
• Best Interest Disclosure Statement
• IA Program Brochures
• Important Information about your Merrill Lynch
Relationship
• List of Account Types
• Merrill Explanation of Fees & Merrill Advisory Center
Explanation of Fees
• Merrill Schedule of Miscellaneous Account and
Service Fees
• Merrill Edge Schedule of Miscellaneous Account and
Service Fees
• Sweep Program Guide
• Mutual Fund Investing & Offshore Mutual Fund Investing
• CMA® Financial Service Cash Management Account®
Disclosures
(e.g., bank deposit program, margin and securities-
based loan disclosures)
Questions you can ask us: • As a financial professional,
do you have any disciplinary history? For what type of
conduct? • Who is my primary contact person? Is he
or she a representative of an investment adviser or a
broker-dealer? • Who can I talk to if I have concerns
about how this person is treating me?
2024 Bank of America Corporaon. All rights reserved. | M03222024C | Eecve March 22, 2024
Page 4
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.
Banking products are provided by BankofAmerica, N.A. and affiliated banks, Members FDIC and wholly owned subsidiaries of BofACorp.
Investment products:
Eligible accounts include Merrill retail investment accounts (i.e., CMA, BIA/WMCA Sole Proprietorship accounts or another Merrill
brokerage account or Merrill Retirement Cash Management Account (RCMA))
DO NOT PROCEED for the following account types:
2 Retirement — Instead, fill out a Merrill Automatic Funding Service Form
2 529 accounts — Instead, fill out a NextGen Automated Funding Service Enrollment/Change Authorization Form
2 RCMA II, Delaware (IIA), Estate, & Commercial Business Bank
2 SafeBalance Banking (BankofAmerica)
Please use this form to establish a link between a Merrill investment account and a designated bank
account to enable over the phone and online transfers through merrilledge.com.
Merrill Funds Transfer Service
Merrill
Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value
Return completed forms to:
By fax:
1. 877. 229.7160
By standard mail:
Merrill Document Processing
PO Box 31024
Tampa, FL 33631-3024
Online:
By logging into your account at merrilledge.com then select “Help & Settings > Send Document.”
413ME
For this service, the Merrill account you designate will be referred to as your “Merrill investment account.” Money will either move into
your Merrill investment account or be transferred out of your Merrill investment account — whatever you instruct. If you would like to
move money between your investment accounts or additional bank accounts, please contact us at 877.653.4732.
Instructions:
• Account linking options & requirements. At least one account holder must match on both your Merrill investment account and
your bank account to establish a funds transfer link.
– UGMA/UTMA account holders must match on both accounts to be eligible. The custodian must be on the bank side to set up
concentrations. The account can be set up for disbursements if the minor is an account holder on the
bank side.
– Personal & business accounts: personal account owner must be one of the authorized signers of the business
– Business-to-Business: must have same name and tax ID number (TIN)
• Standing instruction requests should not be included and should be set up separately after your enrollment is complete by entering
the instructions on merrilledge.com or by calling 877.653.4732.
• An FTS Personal Identification Number (PIN) is required before having the ability to make online transfers. In order to establish an
FTS PIN, please contact the Merrill Investment Center at 877.653.4732.
2
Merrill Funds Transfer Service Enrollment Form
Section 1 Account Information (required)
1. Merrill investment account
Ineligible: Retirement, Estate, RCMA II and 529 accounts
2. Bank account number
BankofAmerica account
Non-BankofAmerica account (also complete following Section 2 below)
3. All Merrill and bank account holder names. At least one account holder must match on both your Merrill investment account
and your bank account to establish a funds transfer link. For details, see page 1.
• Include trustees or joint account holders if applicable
• For business accounts, list the names of the account signers and not business name
Section 2 Non-BankofAmerica Account Information (if applicable)
TAPE PREPRINTED VOIDED CHECK HERE
(any other documents including temporary/starter checks, bank statements, etc. cannot be accepted)
PLEASE COMPLETE AND SIGN PAGE 3
413ME
1a. Non-BankofAmerica savings, business or trust accounts
Along with this form, an officer of your banking institution must physically sign a typed letter on company letterhead that details
your account information. The letter must include the following:
• Account title
• External account number
• Account holders, authorized signers (business accounts), or trustees (trust accounts)
• Institution’s ABA routing number
• Account type (checking or savings) for business accounts
• Taxpayer Identification Number (TIN) or Social Security number (SSN) (for business or trust accounts)
1b. Non-BankofAmerica checking accounts only
3. ABA routing number
4. Submit a voided check below or attach a letter from your financial institution following the above instructions
Merrill Account Holders (required)
First and last name
Bank Account Holders (required)
First and last name
Account Holder #1
Account Holder #2
Account Holder #3
Account Holder #4
Account Holder #5
3
Section 3 Select Transfer Options (required)
Section 4 Account Holder Signature(s) (required)
© 2024 BankofAmerica Corporation. All rights reserved. | SHEET-03-24-0303 | 03/2024
By signing this form, you hereby authorize Merrill to initiate the types of transfers indicated above, and adjustments for any entries made in error, to your account indicated above
and authorize BankofAmerica to act on the instructions of Merrill to execute debits and/or credits to such accounts. This authorization is to remain in full force and effect until
Merrill has received notification from you of its termination, or until your account is closed, whichever is earlier.
If you are a Trustee or other Fiduciary for these accounts, you represent and warrant by signing below: 1) that the terms of the trust instrument, fiduciary agreement, governing
document, or court appointment permit the Funds Transfer Service transactions that you are authorizing; or 2) that, if applicable, the Funds Transfer Service transactions that you
are authorizing represent valid partial or total revocations; and 3) that, Merrill may conclusively rely on these representations. You will receive the Funds Transfer Agreement and
Description electronically or via mail, based on the delivery preferences you have requested, which you will be deemed to have read and agreed to by using the Funds Transfer Service.
• For Trust accounts, signatures from all trustees/account holders on both accounts are required.
• WCMA, BIA and RCMA accounts only require the signature of a business account agreement signer.
I/we represent, warrant, and attest that I/we am executing this document as an authorized signatory for the account listed on this form.
X
Signature Date
X
Signature Date
X
Signature Date
X
Signature Date
X
Signature Date
413ME
1. Ability to transfer funds (check all that apply)
From Bank Account to Merrill Account
From Merrill Account to Bank Account (NOT eligible: Business to personal unless sole proprietorship; UTMA/UGMA if
different registration)
2. Automatic transfers of dividends/interest (optional):
By selecting “daily transfers of all dividends and interest” or “monthly transfers of all dividends and interest,” the ability to transfer from
“Bank Account to Merrill Account” will be selected and transfers will continue until cancelled.
Monthly
Daily
None
This selection will override any previous selections made on Merrill investment account regarding dividends and interest. The amount of
each transfer will vary based on the securities held in your Merrill investment account and the amount of dividends and interest received
for the applicable period. The amount of each transfer will be reflected in your periodic statement. To cancel these transfers, please select
the appropriate option on merrilledge.com or call 877.653.4732. Please provide three business days’ prior notice if canceling.
Page 1 | MerrillEdge Self-Directed Investing Client Relationship Agreement Code 422000PM-0524
Terms and Conditions
1. Introduction
We have prepared the MerrillEdge® Self-Directed Investing Client Relationship
Agreement (hereinafter referred to as the “MerrillEdge Self-Directed CRA” or
“thisAgreement”) in order to help you understand your relationship with
MerrillEdge Self-Directed Investing. This Client Relationship Agreement
(“Agreement”), and the agreements for the various products and services
offered by MerrillEdge Self-Directed Investing, details the nature of the mutual
obligations for services you are about to use and those services you may
choose to use in the future.
MerrillEdge Self-Directed Investing (also referred to herein as “MESD”)
isthe marketing name for certain brokerage services offered to clients
on aself-directed basis through MerrillLynch, Pierce, Fenner & Smith
Incorporated (“Merrill”).
We have provided you with a copy of the Client Relationship Summary (“Form
CRS“) either online via the Online Account Opening process or as part of the
MESD application packet.
You should review the Form CRS to understand the scope of services that
we can provide you at Merrill and key information about our brokerage and
investment advisory programs.
Merrill offers its products, accounts and services through different service
models (e.g., self-directed or full-service). Based on the service model, the
same or similar products, accounts and services may vary in their prices or fees
charged to a client. The Summary of Programs and Services, as well as the
Form CRS, outline these different programs and are included during the Online
Account Opening process or as part of the MESD Application Packet.
Future account disclosures may be delivered to you via the internet, including
as a message at the Secure Message Center. In certain cases, future account
Disclosures may be delivered via statement message, statement insert or
stand-alone letter.
When you agree to the terms of this Agreement, you are agreeing that its
terms will apply to all of your MESD accounts, transactions and services.
If you have any concerns about the services you receive under these terms and
conditions, please contact MerrillEdge Self-Directed Investing at 877.653.4732.
What to do if you have a problem
We sincerely hope to service your account in such a manner that problems
will never occur. However, errors, misunderstandings or disputes can occur,
and we want to resolve them promptly and fairly.
Reviewing your confirmations and statements — Please review your
confirmations and account statements promptly and let us know if there is
any discrepancy in terms of transactions or deposits or withdrawals of either
funds or securities.
Whom to contact — If your concerns cannot be resolved or have not been
properly addressed, you may contact Merrill Compliance at 609.274.4040,
orin writing at P.O. Box 1520, Pennington, NJ 08534-1520.
2. Overview of MerrillEdge Self-Directed Investing
MerrillEdge Self-Directed Investing is designed for U.S.-based investors
who wish to make their own investment choices in a MerrillLynch, Pierce,
Fenner&Smith Incorporated brokerage account.
Neither Merrill, nor MESD, nor any Merrill or MESD representative, will provide
you with investment advice, including any recommendations, or offer any
opinion regarding the suitability of any security, order, transaction, or strategy
in a MerrillEdge Self-Directed Investing Account, or monitor your investment
or the appropriateness of your account or service level, or alert you to any
recommended change to your investments, investment accounts, or services.
Neither Merrill nor MESD, nor any Merrill or MESD representative, will provide
any tax or legal advice.
No Merrill Research opinion, Independent Research opinion, the inclusion
of a security on any list, or any information provided to you either on
the MerrillEdge website or by mail or any other means constitutes a
recommendation to you to purchase, hold or sell any investment.
By entering into this Agreement, you agree that any transactions executed
through your MerrillEdge Self-Directed Investing Account, whether based on
information obtained from Merrill or elsewhere, will be solely your own decision
and based on your own evaluation of your personal financial situation, needs,
and investment objective(s).
In addition to retaining the sole responsibility for investment decisions, you
understand and agree that you are responsible for knowing the rights and
terms of all securities in your account, specifically including valuable rights
that expire unless the holder takes action. This includes, but is not limited to,
warrants, stock rights, convertible securities, bonds, and securities subject
toa tender or exchange offer. You understand and agree that Merrill accepts
no obligation to notify you of any upcoming expiration or redemption dates, or,
except as required by applicable law or regulation, to take any action on your
behalf without specific instructions from you. You also agree that all dividends
and interest payments credited to your account shall accumulate rather than
be paid to you upon receipt, but shall be subject to your withdrawal from time
to time upon request for a check or other funds transfer.
Notwithstanding the foregoing, in its capacity as an investment adviser Merrill may
provide investment advice or recommend securities transactions or investment
strategies to you within certain investment advisory programs. To enroll in
such an investment advisory program, such as the Merrill Guided Investing
Program, you may be required to establish and maintain a MerrillEdge Self-
Directed Investing Account. Merrill acts as an investment adviser and not
a broker-dealer for the investment advisory services provided within these
investment advisory programs. To the extent that Merrill provides investment
advice or recommends any securities transactions or investment strategies
to you within any such investment advisory program, you understand and
agree that Merrill does so in its capacity as an investment adviser and not as a
broker-dealer. You will be required to enter into a separate agreement with Merrill
and its affiliates to participate in an investment advisory program. Pursuant to
Section 5a of this MerrillEdge Self-Directed CRA, the terms governing any such
investment advisory program will control if there are any inconsistencies with
the terms of this MerrillEdge Self-Directed CRA. If your account serves as the
securities account for a Merrill investment advisory program, certain features
MerrillEdge
®
Self-Directed Investing
Client Relationship Agreement
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.
Banking products are provided by BankofAmerica, N.A. and affiliated banks, Members FDIC and wholly owned subsidiaries of BankofAmerica Corporation.
Investment products:
Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value
Page 2 | MerrillEdge Self-Directed Investing Client Relationship Agreement Code 422000PM-0524
of MerrillEdge Self-Directed Investing, such as the Margin Lending Program,
check writing, and Visa cards, may not be available to you. If your account serves
as the securities account for a Merrill investment advisory program and if,
for any reason, you terminate from the investment advisory program without
transferring the securities and assets out of your account, your account will be
a MerrillEdge Self-Directed Investing Account without any investment advisory
relationship. As such, and as explained more fully in the preceding paragraphs,
neither Merrill, nor any Merrill representative, will provide any investment advice
or give any advice or offer any opinion regarding the suitability of any security,
order or transaction in a MerrillEdge Self-Directed Investing Account.
Additionally, to the extent that you maintain other accounts or relationships
with Merrill or its affiliates under which you do receive investment advice or
management from us or our affiliate, you agree not to implement such advice
in the account.
If you do not feel comfortable with self-directing your retirement assets or
would otherwise like to learn more about the benefits of our management
and advisory services and programs for Retirement Investors, please contact
MerrillEdge Self-Directed Investing at 877.653.4732.
3. Definitions
For the purpose of this Agreement, “you” and “your” refers to each person who
has agreed to the terms in this Agreement. “Merrill,” “we,” “our” and “us” refer
to MerrillLynch, Pierce, Fenner & Smith Incorporated, a registered broker-dealer
and a wholly owned subsidiary of BankofAmerica Corporation. “Account” refers
to any securities account you open with Merrill.
In the case of an entity, “you” and “your” refers to the entity, and by enrolling
the entity agrees that access to MerrillEdge Self-Directed Investing shall be
restricted to Authorized Representatives (as defined in the account agreement)
for such entity and that the entity will be liable for all acts or omissions of such
Authorized Representatives.
For the purpose of this Agreement, MerrillEdge Self-Directed Investing
(“MESD”), which is made available through MerrillLynch, Pierce, Fenner & Smith
Incorporated (“MLPF&S”), refers to certain brokerage services offered to clients
on a self-directed basis through MerrillLynch, Pierce, Fenner & Smith Incorporated
(“Merrill”) and which are the subject of this Agreement.
For purposes of the Margin Lending Program and Liens sections described
below, “securities and other properties” means, without limitation, money,
securities, financial instruments and commodities of every kind and nature and
related contracts and options held in any of your accounts carried or maintained
by Merrill or any of its affiliates in which you may have an interest.
4. How the MerrillEdge CRA works
This Agreement provides you with access to a range of accounts, Products and
Services. When you agree to the terms of this Agreement, you’re agreeing that
its terms will apply to all of your MESD accounts, transactions and services
while you are an MESD client.
In particular, you agree:
• You will resolve any controversies with us through arbitration.
• We have a lien on your non-retirement accounts and assets in those
accounts for the payment of any obligation you have with us.
• New York law governs your agreements and transactions, unless we
indicateotherwise.
• Merrill has the right to amend this Agreement at any time with advance
notice in writing. Any amendments will be effective on the date specified in
the notice.
• Merrill may in its sole discretion and without notice to you, to the extent
permissible under applicable law and other governing documents applicable
to your account, decline, cancel or reverse your orders or instructions, or
place trading, disbursement and other restrictions on any of your accounts.
• If you’re enrolled in the Margin Lending Program, you agree and
understandthat:
− You may borrow money from Merrill secured by a pledge of your eligible
securities and other property in your account.
− You will be charged interest on debit balances at a rate permitted by the
laws of the state of New York.
− Certain securities in your account may be loaned to Merrill or others to the
extent not prohibited by applicable laws, rules or regulations.
• Limits may be placed on your ability to buy, sell, transfer and hold certain
securities, like low-priced securities, as identified by Merrill.
• If you’ve requested a Visa® Card, you agree that:
− Merrill is authorized to issue you the Visa® Card you requested for use with
eligible accounts, and you understand that Merrill or an affiliate may obtain
a credit report due to your request.
• If you’re establishing your relationship in a joint capacity, you agree that:
− Any joint accounts you open in the future held by the same owners will
have the same ownership designation you establish on this Agreement,
unless you notify us otherwise in writing.
If you are the custodian of an account opened under the Uniform Transfers to
Minors Act (UTMA) or the Uniform Gifts to Minors Act (UGMA) as adopted by
any jurisdiction, you agree to comply with all requirements of the applicable
UTMA or UGMA law, including but not limited to the requirements that you
(i) expend the UTMA or UGMA account assets only for the use and benefit of
the minor named on the account (the “Minor”), and (ii) upon the earlier of the
Minor’s attainment of the applicable termination age or the Minor’s death,
transfer the UTMA or UGMA account assets to the Minor or to the Minor’s
estate. Merrill shall not have any responsibility to make sure that you properly
perform your duties as custodian.
You agree that once Merrill has reason to believe that the Minor has reached
the termination age under applicable law, Merrill may, but is not obligated to,
take any or all of the following actions with respect to the UTMA or UGMA
account without further consent from you:
• limit trading in the UTMA or UGMA account to liquidating orders;
• prohibit further deposits into the UTMA or UGMA account;
• restrict withdrawals or transfers from the UTMA or UGMA account other
than to the Minor;
• communicate with the Minor or the Minor’s legal representative regarding
the UTMA or UGMA account including, but not limited to, providing periodic
account statements and tax statements to the Minor or Minor’s legal
representative;
• accept liquidating orders from the Minor; and
• deliver the UTMA or UGMA account assets to the Minor.
Attention Guardians and Conservators for Minors
If you are a fiduciary such as a guardian or conservator of an account opened
for a minor, you agree that you shall (i) expend the account assets only for the
use and benefit of the minor named on the account (the “Minor”), as directed
by the Court or as provided pursuant to applicable state law, and (ii) within a
reasonable time after the Minor’s attainment of the age of majority or other
age specified by state law or court order, deliver the account assets to the
Minor, or as directed by court order. Merrill shall not have any responsibility
to ensure that you properly perform your duties as fiduciary, but may request
copies of any applicable court orders.
You agree that once Merrill has reason to believe that the Minor has reached
the age of majority or other age specified by state law or court order, Merrill
may, but is not obligated to, take any or all of the following actions with respect
to the account without further consent from you:
• limit trading in the account to liquidating orders;
• prohibit further deposits into the account;
• restrict withdrawals or transfers from the account other than to the Minor;
• seek clarification and/or direction from the appointing court at your expense
or the Minor’s expense;
• communicate with the Minor or the Minor’s legal representative regarding
the account including, but not limited to, providing periodic account
statements and tax statements to the Minor or Minor’s legal representative;
• accept liquidating orders from the Minor; or
• deliver the account assets to the Minor.
Further, if the Minor dies prior to attaining the age of majority, you agree to
deliver the account assets as set forth pursuant to applicable state law or as
directed pursuant to court order.
The specific provisions on these topics are set forth in detail below. If you
trade and hold non-U.S. issued securities, you agree and acknowledge that:
Page 3 | MerrillEdge Self-Directed Investing Client Relationship Agreement Code 422000PM-0524
• Merrill or its affiliates may be required to disclose customer names and other
identifying information, including but not limited to Social Security number
or tax identification number, to regulators (including taxing authorities) and/
or issuers to comply with local law and/or customs 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.
• For clients who trade and hold shares of Italian companies whose equity
securities are traded in any regulated market:
− 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.
a) Read and understand English
You acknowledge that (i) you can read and fully understand English; (ii) that
written documents, agreements, and information (collectively referred to
as “Materials”) concerning your relationship with Merrill, including but not
limited to products, services, transactions, and other account details, will
typically be provided to you in English; and (iii) on occasion we may provide
certain Materials to you in Chinese, Spanish, or Portuguese, asapplicable.
關注客戶
變化的通知在其自己的與MLPF ＆S的關係
您承认（i）
，
你可以阅读并完全理解英语
;
（ii）有关与美林（Merrill Lynch）
的关系的书面文件
，
协议
，
以及信息（统称为“材料”）
，
包括但不限于产
品
，
服务
，
交易
，
和其他帐户细节
，
通常会以英语向您提供
，
（iii）有时出
于尊重
，
我们可能会向您提供某些非英文的翻译材料
。
Atención a Nuestros Clientes:
Notificación de cambios en la relación de su cuenta con MLPF&S
Ud. reconoce que (i) puede leer y entender el idioma inglés a cabalidad;
(ii) que, en general, todos los documentos escritos, contratos y demás
información (denominada, en conjunto, como “Materiales”), que tengan que
ver con la relación que sostiene con Merrill, incluyendo pero sin limitarse a
los productos, servicios, transacciones y demás detalles relacionados con su
cuenta le serán entregados en el idioma inglés; y (iii) en ocasiones, podremos
entregarle traducciones de ciertos materiales a otros idiomas distintos al
inglés, como un gesto de cortesía hacia Ud.
Atenção, todos os clientes: Notificação das mudanças realizadas nos
contratos de suas contas com MLPF&S:
Você declara que (i) pode ler e compreender o idioma inglês perfeitamente;
(ii) que aceita que, em geral, todos os documentos escritos, os contratos e as
outras informações (juntamente designados “Materiais”), que tenham a ver
com a relação que você mantém com a Merrill, inclusive, mas sem se limitar
a, os produtos, serviços, transações e outros detalhes relacionados a sua
conta sejam entregues em idioma inglês; e que (iii), em ocasiões, poderemos
entregar traduções de alguns materiais em outros idiomas diferentes do
inglês, como gesto de cortesia para você.
b) New accounts and services
When you open a new account or enroll in a service, or convert all or part of
an existing Merrill account to MESD, we will provide you with the agreement
and any disclosures for that account or service and confirm your enrollment
in that account or service in writing. Those agreements and disclosures
are incorporated by reference. This means that your initial signature acts
as your agreement to the terms of the new account or service. As a result,
in many cases, you will not need to sign an additional account agreement
orotherform.
For example, if you enroll in the MerrillEdge® Self-Directed Investing Cash
Management Account® (CMA® account) financial service, the disclosures and
account agreement for that service are incorporated in this Agreement. We will
provide those documents to you when you enroll.
The terms governing a specific account or service will control if there are any
inconsistencies with the terms of this MerrillEdge CRA. If you are establishing
a joint account with this Agreement, you must designate how the account is to
be held by the owners of the account.
Eligible joint account designations include:
•
JTWROS — Joint Tenancy With Right of Survivorship;
• TIC — Joint Tenancy Without Right of Survivorship, also known as Tenants
inCommon;
•
ATBE — As Tenants by Entirety (for married persons, only in states where
applicable);
•
COMMPROP — Community Property for married persons, only in states
where applicable;
• CPWROS - Community Property With Right of Survivorship for married
persons, only in states where applicable;
•
WI MAR PROP — Wisconsin Marital Property, for married residents of
Wisconsin only; and
•
WI SURV MAR PROP — Wisconsin Survivorship Marital Property, for married
residents of Wisconsin only.
You hereby agree that, unless you notify us otherwise in writing, all subsequent
joint accounts opened with Merrill by the same owners shall be held by such
owners with the same ownership designation. All joint accounts are subject to
the specific provisions pertaining to joint accounts contained in the applicable
account agreements. Joint ownership of property is an important element
of estate planning and entails important legal and tax consequences. Joint
ownership laws vary from state to state. You are responsible for verifying that
the joint registration that you select for your account(s) is valid in your state.
In addition, state laws regarding community property vary. Please consult your
attorney if you have any questions regarding the joint ownership or community
property laws that may be applicable to your account(s).
c) Additional signatures
You may need to sign more than one MerrillEdge Self-Directed CRA. Thiswill
be required if you want to open an account in a capacity other than as an
“individual,” including as a:
• Trustee of a trust;
• Personal representative or executor of an estate; or
• Guardian.
We may also require you to sign additional agreements or other documents
forcertain services or instructions, including:
• Selecting beneficiaries for an individual retirement account;
• Selecting the ownership of a joint account;
• Selecting beneficiaries of an account with the transfer on death service;
• Options trading;
• Financial planning;
• Managed money services; and
• Services involving the transfers of money or securities.
d) Retirement account beneficiaries
Your signature is required to designate or change beneficiaries to receive the
balance of your account upon your death. If you do not do so, your account
balance will be paid to your spouse, if he or she survives or, if not, to your estate.
e) Amendments
You agree that Merrill has the right to amend this MerrillEdge Self-Directed
CRA at any time by providing notice of the amendment to you. The amendment
will be effective on the date contained in the notice.
5. Customer information and due diligence
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.
Page 4 | MerrillEdge Self-Directed Investing Client Relationship Agreement Code 422000PM-0524
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.
6. Margin lending
If any account is established with the Margin Lending Program, you understand
and agree that:
• You may borrow money from Merrill secured by a pledge of your eligible
securities and other property in your account;
• You will be charged interest on debit balances at a rate permitted by the laws
of the state of New York;
• Certain of your securities may be loaned to Merrill or loaned out to others;
and
• You are bound by the terms of the agreement for the Margin Lending service.
Further, 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. Please refer to the terms for the Margin Lending Program in the
MerrillEdge Self-Directed Cash Management Account Disclosures and Account
Agreement for more detail.
7. Liens
All of your 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 any and all indebtedness or any other
obligations you may have to Merrill. 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
non-retirement accounts — cash or margin — you maintain with Merrill. You
agree that Merrill holds all of your securities and other property in margin or
cash accounts, other than retirement accounts, as security for the payment
of any such obligations or indebtedness to Merrill in any account in which
you have an interest. Merrill, subject to applicable laws, may at any time
and without giving you prior notice, use and/or transfer any or all securities
and other property in any account in which you have an interest other than
retirement accounts, without regard to Merrill having made any advances in
connection with such securities and other property and without regard to the
number of accounts you may have with Merrill. Inenforcing the lien, Merrill, at
its sole discretion, may determine which securities and other property are to be
sold or which contracts are to be closed.
8. Governing law
Unless otherwise specified, your agreements and transactions with Merrill will
be governed by and interpreted under the laws of the State of New York.
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.
9. Compliance with applicable laws
You represent that you and any beneficial owner(s), if acting in a representative
capacity, have complied, and you agree that you and any such beneficial
owner(s) will comply for so long as your account(s) remain(s) open, 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 acting
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.
10. Special Provisions for FDIC Deposit Insurance Coverage
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.
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.
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.
11. Fees
You agree to pay your account fees, service fees, processing and other fees for
the transactions and other services you receive from Merrill. You understand
that these fees will be charged to your accounts. Current information about
the fees that apply to your account is available under the “Online investing
and trading” tab at: www.merrilledge.com/pricing. You agree that Merrill
may satisfy any amounts you owe to Merrill from available free credit
balances and assets in your account. If necessary, Merrill is permitted to sell
assets in your accounts to pay those amounts due. You agree that you have
reviewed the schedule of fees applicable to your MESD Account, including
account fees, service fees, processing and other fees for the transactions
and services applicable to your account, and believe them, in addition to any
third-party compensation that we may receive with respect to your account
or transactions engaged in by your account discussed more fully below, to
be reasonable compensation to us in light of the totality of services we may
provide with respect to the account.
a) Securities transactions
When you purchase or sell securities, you may pay for each securities transaction
on a per trade basis. This is called transaction-based pricing. Under this type
of pricing, you are charged a commission or other compensation for each
transaction. This compensation varies based on a number of factors, such as
your relationship with Merrill and BankofAmerica, the type of security and
how often you trade. Commission rates are subject to change. Our current
standard commission schedule is available under the “Online investing and
trading” tab at: www.merrilledge.com/pricing.
The amount of commissions you may pay varies from product to product.
Where commissions apply, the more transactions you enter into, the more
compensation we receive. When you pay commissions with respect to
particular investments, we benefit from you buying and selling more frequently,
rather than holding investments, and from you purchasing investments that
result in higher commissions and compensation to us and our affiliates.
Merrill and its affiliates also receive compensation from third parties (including
from the investment products in which you invest, and their manufacturers,
distributors, managers, and their respective affiliates) in connection with
your investment transactions. The amount of this third-party compensation
generally varies from product to product. Merrill has an incentive for you to
engage in investment transactions that result in more compensation from third
parties to Merrill and its affiliates. The costs of this third-party compensation
generally represent an expense embedded in the investment that is ultimately
borne by investors such as you. The specific types of third-party compensation
we may receive with respect to a particular investment are typically disclosed
in the relevant investment product prospectus or other offering document.
Examples of the types of third-party compensation we can receive are listed
hereafter, but note that not all types of compensation apply to all investments,
and we may receive other compensation that is not listed here. The examples
of third-party compensation include: Rule 12b-1 and other distribution and
servicing fees; revenue sharing payments; exchange-traded fund index
licensing fees; event payments; gifts, gratuities, and other non-monetary
compensation; payment for order flow; securities lending fees; valuation fees;
redemption fees; and underwriting fees.
Page 5 | MerrillEdge Self-Directed Investing Client Relationship Agreement Code 422000PM-0524
b) Visa® cards issued by BankofAmerica, N.A.
There is no annual fee for the Merrill CMA Access® Visa® card. However,
transaction charges apply with respect to particular transactions as disclosed
in the Merrill CMA Access Visa card terms and conditions.
This information is subject to change. You may call MerrillEdge Self-Directed
at 877.653.4732 to verify current fees.
You authorize Merrill to issue the Visa card that you have requested for use
with eligible accounts, and you understand that Merrill or an affiliate may
obtain a credit report in connection with your request.
12. Agreement to arbitrate controversies
This Agreement contains a predispute arbitration clause. By signing
anarbitration agreement the parties agree as follows:
• All parties to this Agreement are giving up the right to sue each other
in court, including the right to a trial by jury, except as provided by
the rules of the arbitration forum in which a claim is filed.
• Arbitration awards are generally final and binding; a party’s ability to
have a court reverse or modify an arbitration award is very limited.
• The ability of the parties to obtain documents, witness statements
and other discovery is generally more limited in arbitration than in
court proceedings.
• The arbitrators do not have to explain the reason(s) for their award
unless, in an eligible case, a joint request for an explained decision
has been submitted by all parties to the panel at least 20 days prior
tothe first scheduled hearing date.
• The panel of arbitrators may include a minority of arbitrators who
were or are affiliated with the securities industry.
• The rules of some arbitration forums may impose time limits for
bringing a claim in arbitration. In some cases, a claim that is ineligible
for arbitration may be brought in court.
• The rules of the arbitration forum in which the claim is filed, and any
amendments thereto, shall be incorporated into this Agreement.
You agree that all controversies that may arise between us shall be
determined by arbitration. Such controversies include, but are not
limited to, those involving any transaction in any of your accounts with
Merrill, or the construction, performance or breach of any agreement
between us, whether entered into or occurring prior, on or subsequent
to the date hereof.
Any arbitration pursuant to this provision shall be conducted only
before the Financial Industry Regulatory Authority Inc. (“FINRA”) or an
arbitration facility provided by any other exchange of which Merrill is a
member, and in accordance with the respective arbitration rules then in
effect at FINRA or such other exchange.
You may elect in the first instance whether arbitration shall be
conducted before FINRA or another exchange of which Merrill is a
member, but if you fail to make such election by registered letter
addressed to Merrill at the office where you maintain your account
before the expiration of five (5) days after receipt of a written request
from Merrill to make such election, then Merrill may make such election.
Judgment upon the award of the arbitrators may be entered in any
court, state or federal, having jurisdiction.
No person shall bring a putative or certified class action to arbitration,
nor seek to enforce any pre-dispute arbitration agreement against
any person who has initiated in court a putative class action or who
is a member of a putative class who has not opted out of the class
with respect to any claims encompassed by the putative class action
until: (i)the class certification is denied; or (ii)the class is decertified;
or (iii)the customer is excluded from the class by the court. Such
forbearance to enforce an agreement to arbitrate shall not constitute
a waiver of any rights under this Agreement except to the extent
statedherein.
13. Important disclosures
Merrill is a registered broker-dealer and a wholly owned subsidiary of
BankofAmerica Corporation. Unless otherwise disclosed, investments
through Merrill are not FDIC Insured, and are not Bank guaranteed, and
may lose value. Investing in securities involves the risk of loss, and you
should be prepared to bear this risk.
Merrill offers its products, accounts and services through different service
models (e.g., self-directed, full-service). Based on the service model, the
same or similar products, accounts and services may vary in their price or fee
charged to a client.
A Merrill financial advisor, Merrill Financial Solutions Advisor or other Merrill
employee (collectively referred to herein as an “Associate”) is eligible to
receive compensation if the Associate informs you about MESD and you
thereafter open an MESD account and/or add more assets to your existing
MESD account. The details of the compensation will depend on the Associate’s
employment agreements and arrangements with Merrill, and the types of
compensation for which the Associate is eligible. In general, the compensation
the Associate receives will vary based on the amount of assets you invest in an
MESD account at a specific time or over a specific period (e.g., upon account
opening or during a given quarter). The Associate’s activity with respect to
other Merrill clients and the amount of assets other clients invest in MESD
accounts or other accounts with Merrill or its affiliates will also affect the
compensation for which the Associate may be eligible. Merrill’s compensation
arrangements with Associates generally include thresholds regarding the
amount of compensation to be paid to Associates. Associate compensation
varies and is based on, among other things, the amount clients invest in
accounts, the number of accounts clients open and/or close, and qualitative
factors such as client satisfaction. A Merrill financial advisor is eligible to
receive ongoing compensation for a limited period of time if the total amount
invested in an MESD account exceeds a certain threshold.
You can research Merrill and our representatives using FINRA’s BrokerCheck
database.
Vesting age for UTMA (Uniform Transfer to Minor account) and UGMA
accounts (Uniform Gift to Minor account) defaults to the minimum age
definedby individual state laws.
14. Sweep Program
The deposit of checks, the sale of securities, and other activity will
periodically generate cash in your account. You have the option to have
cash balances in your account automatically deposited into BankofAmerica,
N.A. (BANA”) and/or BankofAmerica California, N.A. (“BA-CA”) under the
MerrillLynch Direct Deposit Program (“MLDD Program”). Alternatively, you
may elect that cash balances do not sweep. Ifyou choose to not sweep your
cash balances, they will not earn interest. Thesebalances will be covered by
the Securities Investor Protection Corporation (“SIPC”) up to $250,000 per
customer and by our excess-SIPC coverage, as described in your account
agreement, but they are not insured by the FDIC. For IRA Accounts, cash
balances will be automatically deposited into BankofAmerica, N.A. (“BANA”)
and/or BankofAmerica California, N.A. (“BA-CA”) under the Retirement Asset
Savings Program (the “RASP Program”). The MLDD and RASP Programs
are collectively referred to as the “Sweep Program.” Fordetails contact
MerrillEdge Self-Directed Investing at 877.653.4732, or view your account
agreement. Please note that if your account is enrolled in a Merrill investment
advisory program, such as Merrill Guided Investing, and you choose to not
sweep your cash balances, you should understand that Merrill may charge an
asset-based advisory fee on the cash in the account even though you are not
earning any interest or dividends onthatcash.
Conflicts of interest
There are conflicts of interest relating to the Sweep Program. Deposits held
at BANA and/or BA-CA (collectively, the “MerrillLynch Affiliated Banks”) are
financially beneficial to Merrill and its affiliates. If you hold cash balances
in your account, both MerrillLynch and the MerrillLynch Affiliated Banks
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 programs.
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.
Page 6 | MerrillEdge Self-Directed Investing Client Relationship Agreement Code 422000PM-0524
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, 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 programs, 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
programs 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.
The deposits will bear a rate of interest that has been established for, and
in light of the features of, the sweep programs. 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 currently (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
Program; (5); the Merrill Guided Investing with Advisor Program; and (6) the
MerrillEdge Advisory Account program.
The interest rate you earn in a bank deposit account affiliated with the sweep
programs will likely be lower than yields on certain money market funds and
other cash alternatives.
The greater the amount of the cash balance maintained in your Account that is
swept into a sweep program bank deposit account and the lower the interest
rate paid on the deposit, the more our bank affiliates benefit.
Interest rates paid on deposits are determined at the discretion of the Merrill
Affiliated Bank based on economic and business conditions. Rates may change
daily. The current yield on any deposits held under the MLDD Program or the
RASP Program will be included on your account statement. Note: The MLDD
Program is the Sweep Program available to MESD Cash Management Accounts
(CMAs), and the RASP Program is the Sweep Program available to Traditional
IRAs, Roth IRAs, Rollover IRAs, BASIC, SEP and SIMPLE accounts. You can also
access current yield information on our website (see the “Deposit Account &
Money Fund Rates” link at the bottom of each page of merrilledge.com), or by
contacting MerrillEdge Self-Directed Investing at 877.653.4732.
Your cash in the MLDD Program and the RASP Program is insured by the
Federal Deposit Insurance Corporation (“FDIC”) up to a total of the Standard
Maximum Deposit Insurance Amount (“SMDIA”) per depositor at the Merrill
Affiliated Bank. The SMDIA is $250,000 per depositor, per ownership category.
Each individual depositor receives up to the SMDIA of FDIC insurance and
each joint account with two depositors up to two times the SMDIA of FDIC
insurance. It is your responsibility to monitor the total amount of your deposits
with the Merrill Affiliated Bank to determine the extent of insurance coverage
available on your deposits. It is important to note that uninvested cash held
in more than one Merrill account (such as a CMA) may be deposited to the
same Merrill Affiliated Bank. Also, amounts in excess of the applicable FDIC
insurance limit may be deposited to the Merrill Affiliated Bank from the same
Merrill account. Any certificates of deposit that you own issued by a Merrill
Affiliated Bank will also count towards the FDIC insurance limits.
The Securities Investor Protection Corporation (“SIPC”) does not cover cash on
deposit at the Merrill Affiliated Bank. You may obtain further information about
SIPC, including the SIPC Brochure, via SIPC’s website at www.sipc.org or by
calling SIPC at 202.371.8300.
Merrill reserves the right to offer different Sweep Programs for different
accounts or clients. 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. Available cash balances are
automatically swept into the primary money account. You affirmatively consent
to having your available cash balances sweep to MLDDP and/or RASP.
Additional Money accounts
Under the Sweep Program, you may only establish one primary money account
for the automatic deposit of cash balances in your account. However, you
may establish multiple additional money accounts and make deposits at any
time by speaking to your financial advisor. If you have established money
accounts in addition to your primary money account, and you do not have
sufficient balances in your primary money account, your additional money
account balances will be withdrawn to satisfy securities and cash management
transactions, including check writing and Visa® Card activity, in or through your
account. Ask for the applicable deposit account program disclosures for details
on deposits.
Various deposit accounts are available as additional money accounts based
on account type. Please contact MerrillEdge Self-Directed Investing at
877.653.4732 to determine if a particular option is available to you to
determine applicable rules and minimums (if any).
Confirmations and statements
In general, when we execute a transaction, we will send you a confirmation
summarizing the details. We will not send you a confirmation for certain
pre-authorized transactions in securities, including mutual funds, Sweep
Program transactions (whether for your primary money market account or any
additional money accounts) and any transaction in a money market mutual
fund (“ExemptTransactions”). We will send you an account statement (monthly
or quarterly, based in part on account type and/or activity) as a record of the
securities, cash and other assets held by us and the activity in your account
for the time period covered by the statement. Your statement will serve as a
confirmation of any Exempt Transactions. The statement will also give you
year-to-date information on dividends and interest received, as well as market
prices of the securities in your account, if available.
Automatic Liquidation of Additional Money accounts
If you have a retirement account and the funds within your primary money
account are depleted, we will automatically liquidate your Additional Money
accounts in the following order to satisfy obligations to your account(s):
Retirement Reserves I, Retirement Reserves II, Ready Asset Trust.
If you have a CMA Account and the funds within your primary money account
are depleted, you may select the order in which your Additional Money accounts
are automatically liquidated to satisfy obligations to your account(s) by speaking
with MerrillEdge Self-Directed Investing at 877.653.4732, or view your
account agreement.
15. Representations as to account ownership and capacity
toenter into agreement
You represent that no one except the person(s) signing this Agreement, or the
beneficial owner(s) if signed in a representative capacity, has an interest in this
account or any additional accounts opened in the future for you or for such
beneficial owner(s). If this account is beneficially owned by any person who is
U.S. Securities and Exchange Act Section 16 reporting person of a U.S. public
company, you represent 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 account. If this is an individual account, you represent that you are
of legal age to contract in your jurisdiction of residence and that you are not
employed by a broker-dealer or other employer whose consent is required to
open and maintain this account by regulation or otherwise, unless such consent
has been provided to you. If any of the foregoing representations is inaccurate
or becomes inaccurate, you will promptly so advise.
You acknowledge that you fully understand English and that written
documents, agreements and information concerning your relationship with
Merrill, including but not limited to products, services, transactions and your
accounts will be provided to you in English.
16. Electronic fund transfers
If you maintain more than one account with Merrill with the same ownership
type, you may transfer funds to and from each account through Merrill’s
electronic funds transfer services.
You authorize Merrill to accept your telephonic or electronic instructions for
those transfers.
Page 7 | MerrillEdge Self-Directed Investing Client Relationship Agreement Code 422000PM-0524
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.
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If you open any account as the trustee for a grantor revocable living trust,
yourepresent and warrant to Merrill that:
• The trust permits the funds transfers you are authorizing; or
• If applicable, such funds transfers represent valid partial or total revocations
by you and Merrill may conclusively rely on this representation.
17. Third-party research
Merrill may offer you access to third-party research on certain U.S. and
non-U.S. equity and fixed income securities. You agree that neither Merrill nor
any of its affiliates bears any responsibility or liability for third-party research
or its content that may be made available to you.
You assume full responsibility for any trading decision you make based
on third-party research. Access to third-party research is provided for
informational purposes only and does not constitute investment advice. Merrill
does not endorse or otherwise adopt third-party research reports or ratings.
18. Custody of securities
Merrill will hold all securities for the Securities account in a control location
acceptable to the Securities and Exchange 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.
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.
19. Referral Policy
MerrillLynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) is an
affiliate of BankofAmerica, N.A. and other subsidiaries of BankofAmerica
Corporation (collectively, “Merrill”). Merrill is one of the world’s largest
financial institutions, serving individual consumers, small- and middle-market
businesses, institutional investors, large corporations and governments with a
full range of banking, investing, asset management and other financial and risk
management products and services. In the event Merrill refers your business
among its affiliates to provide you with certain products or services, Merrill
(orits employees or representatives) may receive financial or other benefits
forsuch referrals.
20. Freezing Accounts
If at any time Merrill believes that your account may be subject to irregular,
unauthorized, fraudulent or illegal activity, we may, in our discretion, freeze
the assets in the account and in other accounts you maintain with us until
such time as we are able to complete our investigation of the account and
transactions. If we do freeze your account assets, we will provide notice to
you as soon as reasonably possible. Notice may be made by mail or verbally
orprovided by other means such as via www.merrilledge.com, where
applicable. We may not provide this notice to you prior to freezing the account
if we believe that such notice could result in a security risk to us or to the
owner ofthe funds in the account.
21. Unclaimed property — accounts presumed abandoned
State and federal law and Merrill policy govern when accounts are considered
abandoned. The applicable state law is generally the state listed as the primary
mailing address for your account. Your account could be considered abandoned
after one piece of mail is returned to us by the U.S. Postal Service. For
accounts with electronic statement delivery preferences, if the Firm attempts
to deliver your correspondence electronically and we receive notice that your
email address is no longer valid, Merrill will mail via U.S. Postal Service a
notice to the primary mailing address on your account asking that you update
your email address. If your mailing address is invalid and the mailed notice is
returned by the post office, your account may be considered abandoned. Also,
your account may be considered abandoned if there has not been any client-
initiated activity for a period of three to five years. Client-initiated activity
includes, but is not limited to, reviewing account activity online, calling a Merrill
call center, transacting in your account, or voting proxies.
Merrill is required by the unclaimed property laws to turn over accounts
considered abandoned to the applicable state. Before Merrill turns over an
abandoned account, the Firm may send a notice to the primary mailing address
on the account. Merrill may also utilize a third-party search vendor to locate a
better address to notify you of your abandoned account prior to turning your
account over to the state of last known address. After Merrill turns the funds
over to the state, Merrill has no further liability to you for the funds and/or
securities. You must apply to the appropriate state agency to claim your funds.
The state may liquidate any securities once your shares are remitted to them.
If Merrill considers your account abandoned, then (unless prohibited by federal
or state law) we may:
• Stop sending correspondence.
• Refuse to pay items drawn on or payable out of the account.
• Charge regular account fees according to the type of account you maintain
with us.
If you re-establish contact with Merrill, we do not have to reimburse you
forthese fees.
22. Account owners with Texas mailing address
Clients with a mailing address in the state of Texas may appoint a designee
who can respond to abandoned property notifications on the client’s behalf
and prevent an account from being classified as abandoned and turned over
to the state of Texas. Please contact MerrillEdge Self-Directed Investing at
877.653.4732 or the Abandoned Property Department at 800.581.5858 for
additional information.
23. Rejection of Payment Orders
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.
24. Revised Uniform Fiduciary Access to Digital Assets Act
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” online 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. Online access is at all times subject to the terms, conditions
and requirement applicable to websites and/or mobile applications, including
any requirements for access. If Merrill determines that online access cannot
be reasonably granted to such authorized fiduciary, hard copies of the
information/documents requested by the authorized fiduciary may be provided.
Page 1 | MerrillEdge Self-Directed Investing Terms of Service Code 422001PM-0824
These MerrillEdge® Self-Directed Investing Terms of Service (the “Terms of
Service”) are made between MerrillLynch, Pierce, Fenner & Smith Incorporated
(“Merrill”) and you and govern your MerrillEdge Self-Directed Investing Account
Relationship. “You” and “your” refers to each MerrillEdge Self-Directed
Investing Account owner.
In the case of an entity, “you” and “your” refers to the entity, and by enrolling,
the entity agrees that access to MerrillEdge Self-Directed Investing shall be
restricted to Authorized Representatives (as defined in the Account Agreement)
for such entity and that the entity will be liable for all acts or omissions of such
Authorized Representatives in violation of these Terms of Service.
MerrillEdge Self-Directed Investing (also referred to herein as “MESD”) is
the marketing name for certain brokerage services offered to clients on a
self-directed basis through MerrillLynch, Pierce, Fenner & Smith Incorporated
(“Merrill”). For the purpose of the MerrillEdge Self-Directed Terms of Service,
Merrill and MESD, which are made available through MerrillLynch, Pierce,
Fenner & Smith Incorporated (“MLPF&S”), refer to certain brokerage services
offered to clients on a self-directed basis through MerrillLynch, Pierce, Fenner
& Smith Incorporated (“Merrill”) and which are the subject of these Terms.
When you agree to these Terms of Service, you are agreeing that such terms
will apply to all of your MESD Accounts, transactions and services.
These Terms of Service incorporate all disclosures displayed on the
MerrillEdge Self-Directed Investing website from time to time, including our
fees and commissions, and they supplement the MerrillEdge Self-Directed
Client Relationship Agreement which you are required to sign as well as your
MerrillEdge Self-Directed Investing Cash Management Account Agreement
and/or your Merrill traditional IRA or IRA Rollover Custodial Agreement or
Roth Individual Retirement Account Agreement and/or your MerrillEdge
Self-Directed Investing Business Investor Account Financial Service Account
Agreement and/or your Merrill Retirement Cash Management Financial
Service Account Agreement and/or your Merrill Simple Retirement Account
Custodial Agreement and/or your Merrill Simplified Employee Pension Program
Agreements, as applicable, which otherwise remain in full force (and all such
account types, and any account types that may be introduced by MESD from
time to time, will herein be referred to as “Account”). By using MerrillEdge
Self-Directed Investing, you are representing to Merrill and its licensors and
Information Providers that you are at least eighteen years old (or the minimum
legal age in your jurisdiction).
Merrill reserves the right to add, delete or modify MESD functionality and
trading rules and to amend or supplement these Terms of Service or any other
agreement among or between the parties upon notice, such notice delivered
by regular mail, by email, by an on-screen alert or via the Merrill websites. In
particular, Merrill reserves the right upon notice to change its fees, to add fees
for items for which it does not currently charge and to institute an inactivity
fee for periods in which there is no fee-generating activity in your Account.
Merrill also reserves the right to terminate your enrollment in MerrillEdge Self-
Directed Investing at any time for any reason without notice.
MerrillLynch, Pierce, Fenner & Smith Incorporated offers its products,
accounts and services through different service models (e.g., self-directed,
full-service). Based on the service model, the same or similar products,
accounts and services may vary in their price or fee charged to a client.
1. Nature of the MerrillEdge Self-Directed Investing Service
MerrillEdge Self-Directed Investing is designed for U.S.-based investors who
wish to make their own investment choices in a MerrillLynch, Pierce, Fenner &
Smith Incorporated brokerage account.
Neither Merrill, nor MESD, nor any Merrill or MESD representative will provide
you with investment advice, including any recommendations, or offer any
opinion regarding the suitability of any security, order, transaction, or strategy
in a MerrillEdge Self-Directed Investing Account, or monitor your investment
or the appropriateness of your account or service level, or alert you to any
recommended change to your investments, investment accounts, or services.
Neither Merrill nor MESD, nor any Merrill or MESD representative, will provide
any tax or legal advice.
No Merrill Research opinion, Independent Research opinion, the inclusion of
a security on any list, or any information provided to you either on the Merrill
website or by mail or any other means constitutes a recommendation to you
to purchase, hold or sell any investment. By entering into this Agreement, you
agree that any transactions executed through your MerrillEdge Self-Directed
Investing Account, whether based on information obtained from Merrill or
elsewhere, will be solely your own decision and based on your own evaluation
of your personal financial situation, needs, and investment objective(s).
In addition to retaining the sole responsibility for investment decisions, you
understand and agree that you are responsible for knowing the rights and
terms of all securities in your account, specifically including valuable rights
that expire unless the holder takes action. This includes, but is not limited to,
warrants, stock rights, convertible securities, bonds, and securities subject to
a tender or exchange offer. You understand and agree that Merrill accepts no
obligation to notify you of any upcoming expiration or redemption dates, or,
except as required by applicable law or regulation, to take any action on your
behalf without specific instructions from you. You also agree that all dividends
and interest payments credited to your account shall accumulate rather than
be paid to you upon receipt, but shall be subject to your withdrawal from time
to time upon request for a check or other funds transfer.
Notwithstanding the foregoing, in its capacity as an investment adviser
Merrill may provide investment advice or recommend securities transactions
or investment strategies to you within certain investment advisory programs.
To enroll in such an investment advisory program, such as the Merrill
Guided Investing Program, you may be required to establish and maintain a
MerrillEdge Self-Directed Investing Account. Merrill acts as an investment
adviser and not a broker-dealer for the investment advisory services provided
within these investment advisory programs. To the extent that Merrill provides
investment advice or recommends any securities transactions or investment
strategies to you within any such investment advisory program, you understand
and agree that Merrill does so in its capacity as an investment adviser and not
as a broker-dealer. You will be required to enter into a separate agreement with
Merrill and its affiliates to participate in an investment advisory program. The
terms governing any such investment advisory program will control if there are
any inconsistencies with the terms of these Terms of Service. If your account
serves as the securities account for a Merrill investment advisory program,
certain features of MerrillEdge Self-Directed Investing, such as the Margin
Lending Program, check writing, and Visa cards, may not be available to you. If
your account serves as the securities account for a Merrill investment advisory
program and if, for any reason, you terminate from the investment advisory
MerrillEdge
®
Self-Directed Investing
Terms of Service
Page 2 | MerrillEdge Self-Directed Investing Terms of Service Code 422001PM-0824
program without transferring the securities and assets out of your account,
your account will be a MerrillEdge Self-Directed Investing Account without
any investment advisory relationship. As such, and as explained more fully in
the preceding paragraphs, neither Merrill, nor any Merrill representative, will
provide any investment advice or give any advice or offer any opinion regarding
the suitability of any security, order or transaction in a MerrillEdge Self-
Directed Investing Account.
2. Account Data Access; User ID and Password;
Safeguarding Credentials
MerrillEdge Self-Directed Investing is intended to be delivered to you via the
Internet using commercially available third-party web browsers. MerrillEdge
Self-Directed Investing permits you to view account data for your primary Merrill
Account and any other accounts that are linked to such primary Account from
time to time. By using MerrillEdge Self-Directed Investing, you represent
on a continuing basis that you are authorized to have viewing access to any
Account for which you and other linked account parties have requested linking
of Accounts. Merrill allows each account holder to create a separate User ID
and Password for each MerrillEdge Self-Directed Investing Account. You agree
that each account holder shall be responsible at all times for maintaining the
confidentiality of their personal information and their User ID and Password
and will not make them available to other account holders or any third parties. If
you do allow other account holders or third parties to access MerrillEdge Self-
Directed Investing (including your accounts) using your personal information
or your User ID and Password, you agree to hold Merrill, its directors, officers,
employees, agents and affiliates (collectively, “Other Persons”) harmless and to
indemnify Merrill and all Other Persons against any liability, costs or damages
arising out of claims or suits by any account holder, including yourself, or such third
parties based upon or relating to such access. If you believe that someone has
used your credentials, such as your User ID and Password, to access MerrillEdge
Self-Directed Investing without your authorization, you agree to contact our
MerrillEdge Self-Directed Investment Center immediately at 877.653.4732.
All daily Account data is provided as a convenience and for your information,
but it is not the official record of your Account activity with Merrill; your Merrill
Account statement provided to you online each month (or by mail quarterly
or monthly as required) is such official record. Account data provided through
MerrillEdge Self-Directed Investing is generally updated as of the prior
business day’s close of business, but is subject to adjustment and correction.
Merrill may also collect and/or use certain information from or through your
browser or device. Most browsers and/or devices (including your computer, tablet
and mobile phone) collect certain information, including but not limited to your
Media Access Control (MAC) address, device type, screen resolution, operating
system version, internet browser type and version, local date and time, and the
prior web page visited leading you to our websites. Merrill uses this information
to ensure our websites function properly, for fraud detection and prevention, and
security purposes. For more information about our privacy and security practices
and a link to our Privacy Notice for U.S. Consumer Customers and U.S. Online
Privacy Notice, go to our website at www.ml.com/privacy.
3. Account Application Process and Delivery of Communications
You may be able to apply for an Account by completing the Account application
process (1) via the internet; (2) via a hardcopy paper application; or (3) via an
iPad or other device that is owned and provided by BankofAmerica and/or
Merrill in a BankofAmerica, N.A. Financial Center. You must have a valid email
address to open any MerrillEdge Self-Directed Investing Account. You agree
that you will provide us with a valid email and postal mailing address, and that
you will immediately notify us of any changes to your email or mailing addresses.
With the exception of Small Business 401(k) accounts (which are discussed in more
detail below), if you complete the Account application process via the internet, you
must consent to the Electronic Communications Disclosure (“eCommunications
Disclosure”). Your consent to the eCommunications Disclosure allows us to
provide communications to you electronically. The eCommunications Disclosure
also provides important information about paperless delivery, such as, among
other things, the types of communications you can receive electronically and the
hardware and software required to receive communications electronically. As
discussed in Section 4 of the eCommunications Disclosure, we may, at times and
in our sole discretion, mail you a paper copy of certain communications even if you
agree to electronic delivery by consenting to the eCommunications Disclosure.
If you complete the Account application process via a hardcopy paper
application or via the iPad or other device that is provided by BankofAmerica
and/or Merrill in a BankofAmerica, N.A. Financial Center, you agree to receive
all notices, statements, disclosures and other information regarding your
Account in paper form, delivered to your last-designated postal mailing address
unless and until you elect to change the method of delivery for documents
and other written communications to electronic delivery. In order to make that
change, you will be required to (1) enroll in www.merrilledge.com, which is an
internet-based service that provides 24-hour access to Account information,
Merrill research and investment information, market data, and news; (2)
demonstrate access to the information available via www.merrilledge.com;
and (3) affirmatively consent to the eCommunications Disclosure.
Note regarding Small Business 401(k) accounts: You must complete the
application process via the internet, but you will not be required to consent
to the eCommunications Disclosure as you do not have the option to
exclusively receive communications related to this Account electronically.
Some communications, such as Account statements, may be retrieved via
the internet, but all communications will be delivered in paper.
4. Corporate Actions
It is important to understand corporate actions (such as stock splits, tender
offers, rights issues, etc.) and how they can affect your investments. In certain
instances outside of our control, issuers may provide late notice on voluntary
corporate action events which, in turn, delays notices from being delivered to
you. Merrill will make best efforts to notify you as soon as practically possible
of a corporate action, but due to printing and mailing timelines, some notices
may be delivered late, even past the deadline. Enrolling in Online Delivery of
Service Notices will help ensure the timeliest delivery possible of corporate
action notices and also give enhanced flexibility, convenience, and visibility
on your accounts. Merrill may also provide corporate action notices to you
on voluntary events where eligibility restrictions apply. We will ensure that
all shareholders are notified of these type of events, although it is your
responsibility to determine whether you are eligible to participate in an event
based on the terms of the notification.
5. Hyperlinks
Merrill may make available links from its websites to other third-party websites
or electronic services providers that are not affiliated with Merrill. Merrill does
not control these other websites or services, and Merrill has not adopted and
makes no representations or endorsements whatsoever concerning those
websites or services. The fact that Merrill has provided a link to a website is not
an endorsement, authorization, sponsorship, or affiliation with respect to such
website, its owners, or its providers. There are risks in using any information,
software, service or product found on the Internet and Merrill cautions you
to make sure you understand these risks before retrieving, using, or relying
upon anything via the Internet. You agree that under no circumstances will you
hold Merrill liable for any loss or damage caused by use of or reliance on any
content, goods or services available on such other websites.
6. Quotes, News and Research; Use of Data and Information
Quotes, news, research, ratings and other information provided through
MerrillEdge Self-Directed Investing are obtained from sources we believe to be
reliable, but we cannot guarantee the accuracy, timeliness or completeness of
such information for any particular purpose. Such data and information and any
Merrill Research or independent research opinions provided do not constitute
investment advice, or a solicitation by Merrill for the purchase or sale of any
securities, or a representation that any securities are suitable for you.
All such data and information is protected by copyright and other intellectual
property laws and may only be used for personal and non-commercial use, and not
for providing professional investment advice or for providing securities processing
services or other similar back office functions. If you download any information
from MerrillEdge Self-Directed Investing for your personal reference, you agree
that you will not remove or obscure any copyright or other notices contained
in any such information. Except as provided in the preceding sentence, you
agree not to copy, reproduce, modify, sell, distribute, transmit, display, perform,
circulate, transfer, broadcast, create derivative works from, publish, or use for any
commercial or unlawful purpose any quotes, news, research, text images, audio,
video or other information you receive through MerrillEdge Self-Directed Investing.
Page 3 | MerrillEdge Self-Directed Investing Terms of Service Code 422001PM-0824
Merrill and its licensors and Information Providers (as defined in Section 14 below)
may change or discontinue any quotes news, research or other information at any
time provided within MerrillEdge Self-Directed Investing at any time.
Merrill offers you access to Independent Research on all domestic and
selected international stocks covered by Merrill Research under the terms of
an agreement with regulators. The providers of this independent Research
are chosen by an Independent Consultant, not by Merrill. You agree that
Merrill will not be responsible or liable for (i) the procurement decisions of the
Independent Consultant with respect to the Independent Research, (ii) the
Independent Research or its content (iii) customer transactions, to the extent
based on the Independent Research, or (iv) claims arising from or in connection
with the inclusion of Independent Research ratings in confirmations and
Account statements, to the extent such claims are based on those ratings. You
also agree that Merrill will not be required to supervise the production of the
Independent Research procured by the Independent Consultant and will have
no responsibility to comment on the content of the Independent Research.
7. Financial Tools, Education and Calculators
MerrillEdge Self-Directed Investing may also provide you with financial tools
and education, including calculators. The tools and calculators may allow you
to model “what-if” scenarios for various financial goals, the results of which are
illustrative and are based on the information and assumptions identified. There
is no guarantee that the results shown will be achieved, and changes in tax laws,
financial markets or your financial situation may cause actual results to deviate
substantially from those reflected in these tools. In addition, these tools and
calculators are not part of any financial report for which you may have paid a fee,
even if the tools and calculators include information derived from or contained in
the financial report. In addition, no tools, education or calculators are intended to
provide individual product recommendations or investment strategies.
8. Phone Service
MerrillEdge Self-Directed Investing phone-based representatives are available
24 hours per day, 7 days per week. These representatives are available to assist
you with various administrative functions related to applying for and opening
Accounts and providing you with access to www.merrilledge.com. They can also
assist with various requests related to your Account, such as address changes,
name changes, changes to the beneficiaries designated on your Account (if
applicable), and money movement requests, among other things.
MerrillEdge Self-Directed Investing phone-based representatives are also
available to you for technical support between the hours of 7:30 a.m. and
6:00 p.m. Eastern, Monday through Friday. You understand and agree that
the services described above are only examples of the types of services that
the phone-based representatives may be able to perform, and that Merrill
reserves the right to change the services and functions that the phone-based
representatives may perform from time to time.
MerrillEdge Self-Directed Investing phone-based representatives will not
provide investment advice or investment recommendations or offer any
opinion regarding the suitability of any security, order, transaction or strategy
in a MerrillEdge Self-Directed Investing Account. MerrillEdge Self-Directed
Investing phone-based representatives will not provide any tax or legal advice.
MerrillEdge Self-Directed also provides an automated phone service referred to as
the MESD IVR. Through the MESD IVR, you are able to request security quotes and
review account information, such as balances, account holdings, and recent activity.
9. Email
Two email or electronic mail options are available via www.merrilledge.com,
unsecured email and electronic mail via the Secure Message Center. You agree that
neither unsecured email nor the Secure Message Center is to be used to request,
authorize or effect the purchase or sale of any securities or other investments, to
send funds transfer instructions, or for any other financial transactions that require
real-time communication or more formal written authorization in accordance with
applicable law or Merrill policies. Any such requests, orders, or instructions that you
send via email in contravention of the foregoing agreement will not be accepted
and will not be processed by Merrill. Merrill will not be responsible for any loss or
damage that could result from your supplying us with personal information via
email or your requests, orders or instructions not being accepted or processed in
accordance with the preceding sentence.
Unsecured Email
Unsecured email is available via the Help & Support link prior to client login.
Unsecured email provides individuals with the opportunity to send messages
concerning Merrill procedures and general Merrill questions. No Account-
specific information will be provided in response to a message received via
unsecured email. Additionally, Merrill will not open any documents or files that
are attached to or submitted via unsecured email.
Secure Message Center
The Secure Message Center is available to you after logging in to
www.merrilledge.com as a secure email tool to contact Merrill representatives.
Through the Secure Message Center, you can submit Account-specific inquiries
to Merrill. You can also submit documents to Merrill via the Secure Message
Center and perform or request certain administrative functions. You understand
and agree that Merrill may change the functionality of the Secure Message
Center from time to time.
10. Order Entry Security
Merrill allows each Account holder to create a separate User ID and Password
for each MerrillEdge Self-Directed Investing Account. You agree that each
Account holder shall be responsible for all orders entered through MerrillEdge
Self-Directed Investing using the User ID and Password initially created or
changed by the Account holder regardless of who enters such orders. You
agree that each account holder shall be responsible at all times for maintaining
the confidentiality of their personal information and their User ID and
Password and will not make them available to other account holders or any
third parties. If you do allow other account holders or third parties to access
MerrillEdge Self-Directed Investing (including your accounts) using your
personal information or your User ID and Password, you agree to hold Merrill,
its directors, officers, employees, agents and affiliates (collectively, “Other
Persons”) harmless and to indemnify Merrill and all Other Persons against any
liability, costs or damages arising out of claims or suits by any account holder,
including yourself, or such third parties based upon or relating to such access.
11. Order Entry Trading Rules
MerrillEdge Self-Directed Investing allows you to enter orders to buy and sell
U.S. market traded equities, including exchange-listed and widely-held over-
the-counter stocks, a wide selection of mutual funds, and certain bonds and
certificates of deposit. MerrillEdge Self-Directed Investing is not designed
to be a brokerage service for investors who trade in low-priced securities or
foreign securities. Merrill intends to maintain an order entry policy for low-
priced stocks and other trading rules, which will be subject to change from
time to time upon posting on the MerrillEdge Self-Directed Investing site
or the optional Merrill Mobile Brokerage service. MerrillEdge Self-Directed
Investing is intended to be available for order entry seven (7) days a week,
twenty four (24) hours a day, except for brief maintenance periods; however,
Merrill does not warrant that the service will be uninterrupted. Orders sent
outside of regular U.S. Market hours will be held and entered on the primary
market during market hours on the next trading day. Certain orders may be
blocked or subject to pre-review by Merrill, which may take up to several
minutes to process. Merrill reserves the right to place restrictions on your
Account in its sole discretion, and to cancel any order that we believe would
violate federal credit regulations or other regulatory limitations; however,
Merrill will have no responsibility or liability for failing to cancel any order.
12. Your Responsibilities Regarding Order Entry
All orders entered through MerrillEdge Self-Directed Investing shall be subject
to the applicable rules, customs and usages of the exchange or market, and
its clearinghouse, on which such orders are transacted by Merrill, including our
affiliates, including cancellation of orders in certain circumstances. Whether or not
funds are available in your Account on trade date, you agree to pay by settlement
date for any trade for which you place an order through MerrillEdge Self-Directed
Investing. You agree that you will immediately notify Merrill by telephone and
confirm the same in writing if you become aware of any discrepancy in your
Account balance or security positions or if you have reason to believe that a third
party is using your User ID and Password without your authority. If you fail to
notify Merrill when any of the above conditions occur, neither Merrill nor any Other
Persons shall have any responsibility or liability to any account holder or any other
person claiming through any account holder for any claims with respect to the
handling, mishandling or loss of any order. You agree to accept full responsibility for
the monitoring of your Account with respect to all transactions entered.
Page 4 | MerrillEdge Self-Directed Investing Terms of Service Code 422001PM-0824
13. Limitation on Merrill’s Responsibilities and Liability
You agree that Merrill will not be responsible for the accuracy, completeness
or use of any market data news or research information provided through
MerrillEdge Self-Directed and Merrill does not make any warranty concerning
such information. You further agree that all orders placed through MerrillEdge
Self-Directed Investing are at your sole risk and responsibility based on your
own evaluation of your financial circumstances and investment objectives.
MerrillEdge Self-Directed Investing may display on the order entry screen
Merrill Research’s quality rating and investment opinion on companies, if
available, as well as Independent Research opinions; however, such information
and opinions by themselves do not constitute investment advice, or a solicitation
or recommendation by us for the purchase or sale of any securities, or a
representation that any securities are suitable for you.
You understand and agree that MerrillEdge Self-Directed Investing utilizes
the Internet to transport data and communications. Merrill will take reasonable
security precautions to safeguard data and communications; however,
Merrill disclaims any liability for interception and/or use of any such data or
communications. You agree that neither Merrill nor any third party working
with Merrill to provide services hereunder shall be responsible for any damages
caused by communications line failure, systems failure, and other occurrences
beyond their control, or from any unauthorized trading or theft by any third
party who gains access to your Account by use of your User ID and Password
as a result of your intentional or unintentional conduct, including negligence by
you. Merrill will not be responsible for any access costs you incur to connect to
MerrillEdge Self-Directed Investing.
Neither Merrill nor any third party makes any representations or warranties
expressed or implied with respect to MerrillEdge Self-Directed Investing,
including without limitation, any implied warranties of merchantability
or fitness for a particular purpose. To the extent permitted by law, under
no circumstances, including negligence, will Merrill or any of its affiliates,
directors, officers or employees, or any third party vendor be liable or have any
responsibility of any kind for any loss or damage that you incur in the event of
any failure or interruption of MerrillEdge Self-Directed Investing, or resulting
from the act or omission of any other party involved in making MerrillEdge
Self-Directed Investing available to you, or from any other cause relating
to your access to or use of MerrillEdge Self-Directed Investing, whether or
not the circumstances giving rise to such cause may have been within the
control of Merrill or of any vendor providing software or services support for
MerrillEdge Self-Directed Investing. In no event will Merrill or any such parties
be liable to you for any special, indirect, consequential or incidental damages
even if Merrill or any other party have been advised of the possibility thereof.
Any liability arising out of any action or omission by Merrill or any such parties
shall be limited to an amount equal to the benefit which the transaction
would have resulted in during the period between the date of a trade and
the applicable time for settlement of such trade.
14. Executing Your Order
We do business with our clients in two ways: as an agent or as a principal.
As an agent — We act as an agent in many listed and unlisted securities,
obtaining a buyer or seller for you. Depending on your service model and
account type, we may add a commission to the execution price.
As a principal — We or our affiliates act as a principal in many listed and
unlisted securities, buying from sellers and selling to buyers. There may appear
on your confirmations from time to time the words, “We or our affiliate may
act as principal.” This means that Merrill or its affiliates are buying or selling
that particular security, acting as a dealer, and maintaining their own inventory
for that purpose. To the execution price (with the exception of underwriting
transactions), we add a charge on the buy side called a “markup” and we
subtract a “markdown” on the sell side.
Our role as agent or principal, and the marketplace in which your transaction
was effected, is disclosed on your confirmation. In either role, our objective is
to find a competitive execution price for you.
15. Order Execution and Routing Disclosures
Exchange-listed securities — When you buy or sell round lots (usually 100
shares) of listed stocks, or when you buy or sell listed options, we generally
route your order through a routing system to what are expected to be the
best execution venues for the order. We handle your order so as to obtain
a competitive execution price in line with our regulatory obligations. Our
electronic order-processing system automatically channels your order to an
appropriate market center given the characteristics of the order, market data
and trading statistics. Our trading desks, or the trading desks of one or more
of our affiliates, may be one of these market centers or venues where the
execution may occur. If that is the case, your confirmation will indicate that
we acted as principal in connection with the purchase or sale transaction.
We have in place effective internal controls, including information barriers,
to prevent the inappropriate sharing of order information among our equity
trading desks. In this regard, each of our equity trading desks independently
conducts its trading activities. To the extent permitted by rule or law, when a
Merrill equity trading desk or unit (including a market-making desk or unit that
engages in block positioning and provides firm bid/offer quotes) handles your
equity orders, other equity trading desks or units of Merrill or its affiliates may
separately transact — without knowledge of your orders — for their principal
accounts at prices that would satisfy your orders. Conversely, if your orders
are handled by an equity trading desk or unit of Merrill or its affiliates, and no
attempt is made to obtain liquidity for your orders from our market-making
desk or the market-making desk of one of our affiliates, you should understand
that the market-making desk may separately transact — without knowledge of
your orders — for its principal at prices that would satisfy your orders. In either
case, the execution prices of any trading desk or unit that did not handle your
order, transacting for its principal accounts, could be better, the same, or worse
than the prices you receive for the same security.
Over-the-counter markets — Securities that are not listed on an exchange
may be traded in the over-the-counter markets. Merrill and its affiliates may be
participants in an over-the-counter market and execute your orders as principal.
Merrill fully complies with SEC and FINRA order handling requirements. We
handle your order so as to obtain a competitive execution price. We regularly
monitor the quality of our executions. This includes reviewing the order
flow sent to Merrill affiliates who may support or provide order routing and/
or execution services on our behalf, as well as to certain third-party broker-
dealers or counterparties who we authorize as our liquidity providers. We
take into account many factors in determining the quality of executions and
to inform our routing decisions for retail-sized held orders. This includes, for
National Market System equity securities, certain industry metrics, including
but not limited to execution prices in relation to the publicly quoted spread
at the time (referred to as “effective over quoted” or E/Q), to the extent such
reference data is available.
Under FINRA rules, we are required to disclose to you descriptions of stop
quote and stop quote limit orders. Depending on your Merrill service channel,
you may have the option to place one or both of these order types. Merrill may
execute any of these orders itself or through one or more of its affiliates.
A stop quote order is a market order to buy or sell when the bid quote or
offer quote, as applicable, reaches a specified price.
Equity sell stop quote orders are placed at a stop price below the current
market price and will trigger if the national best bid quote is at or lower than
the specified stop price.
Equity buy stop quote orders are placed at a stop price above the current
market price and will trigger if the national best offer quote is at or higher than
the specified stop price.
Option sell stop orders are placed at a stop price below the current market
price and will trigger if the national best offer is at or lower than the specified
stop price.
Page 5 | MerrillEdge Self-Directed Investing Terms of Service Code 422001PM-0824
Option buy stop orders are placed at a stop price above the current market
price and will trigger if the option trades or has a prevailing bid quote at or higher
than the specified stop price on the exchange to which the order is routed. Once
triggered, a stop quote order becomes a market order (buy or sell, as applicable), and
execution prices can deviate significantly from the specific stop price. For equities,
a stop quote order is not guaranteed to execute as the order will not be triggered
unless the stop price is reached. For listed options, a stop order is not guaranteed to
execute as the order will not be triggered unless the stop price is reached and, even
if triggered, your order may not be executed if there is no prevailing bid quote (in the
case of a sell stop order) or a prevailing offer quote (in the case of a buy stop order)
available on the exchange to which your order is routed.
A stop quote limit order combines the features of a stop quote order and a
limit order.
Equity sell stop quote limit orders are placed at a stop price below the current
market price and will trigger if the national best bid quote is at or lower than the
specified stop price.
Equity buy stop quote limit orders are placed at a stop price above the current
market price and will trigger if the national best offer quote is at or higher than the
specified stop price above the current market price and will trigger if the option
trades or has a prevailing bid quote at or higher than the specified stop price on
the exchange to which the order is routed. Once triggered, a stop quote limit order
becomes a limit order (buy or sell, as applicable) at a specified limit price, and
execution may not occur as the market price can move away from the specified
limit price. For equities, a stop quote limit order is not guaranteed to execute as the
order will not be triggered unless the stop price is reached and, even if triggered,
your order may not be executed as the market price can move away from the
specified limit price. For listed options, a stop limit order is not guaranteed to
execute as the order will not be triggered unless the stop price is reached and, even
if triggered, your order may not be executed if there is no prevailing bid quote (in
the case of a sell stop limit order) or a prevailing offer quote (in the case of a buy
stop limit order) available on the exchange to which your order is routed or if the
market price moves away from the specified limit price.
Option sell stop limit orders are placed at a stop price below the current market
price and will trigger if the option trades or has a prevailing offer quote at or lower
than the specified stop price on the exchange to which the order is routed.
Option buy stop limit orders are placed at a stop price above the current market
price and will trigger if the option trades or has a prevailing bid quote at or higher
than the specified stop price on the exchange to which the order is routed. Once
triggered, a stop quote limit order becomes a limit order (buy or sell, as applicable)
at a specified limit price, and execution may not occur as the market price can
move away from the specified limit price. For equities, a stop quote limit order is
not guaranteed to execute as the order will not be triggered unless the stop price is
reached and, even if triggered, your order may not be executed as the market price
can move away from the specified limit price. For listed options, a stop limit order
is not guaranteed to execute as the order will not be triggered unless the stop price
is reached and, even if triggered, your order may not be executed if there is no
prevailing bid quote (in the case of a sell stop limit order) or a prevailing offer quote
(in the case of a buy stop limit order) available on the exchange to which your order
is routed or if the market price moves away from the specified limit price.
Often for those securities in which Merrill or one of its affiliates makes a market,
we will use best efforts to execute larger-sized client orders by testing whether,
and how much, stock can be bought at currently displayed quotes, in addition
to what is reflected in the quote of Merrill or its affiliate. We may then manually
execute client orders based on the liquidity we are able to access, which may
involve the simultaneous execution of one or more client orders received over a
period of time. Those orders may receive executions at prices that approximate
the volume-weighted average price during that period. MerrillLynch routes orders
in securities in which we do not make a market to other market makers, which can
include one or more of its affiliates or other unaffiliated third-party market makers.
The Securities and Exchange Commission (“SEC”) adopted a rule requiring market
centers to publicly disclose, on a monthly basis, uniform statistical measures of
order execution quality. These measures include, but are not limited to, how market
orders of various sizes are executed relative to the public quotes and information
about the spreads paid by investors. The SEC has also adopted a rule requiring all
brokerage firms to make publicly available quarterly reports on their order routing
practices. In accordance with these rules, Merrill’s order routing statistics are
available for public review by visiting https://www.ml.com/legal.html and clicking
through the link provided in the “Routing Disclosures Made Pursuant to Rule 606
of SEC Regulation NMS” section. Merrill affiliates may maintain trading desks
engaged in market making or other trading functions to which your orders may be
routed for execution or from whom an execution price for the transaction may be
obtained. The execution disclosures of BofA Securities, Inc., a Merrill affiliate and
market center, are available for public review by visiting https://www.bofaml.com/
en-us/content/best_execution.html.
Note: Under SEC rules, we are required to inform you that Merrill does not receive
payment for order flow from liquidity providers to which Merrill routes its customer
orders in equity securities. Merrill may receive rebates from and pays fees to
certain registered securities exchanges for providing or taking liquidity on those
exchanges, according to those exchanges’ published fee schedules approved by
the SEC. In some cases, the rebates received by Merrill from an exchange may,
over a period of time, exceed the fees paid to the exchange. Merrill may also
participate in the options order flow programs sponsored by the NYSE American
Options, the NYSE Arca Options, the Cboe options exchanges, and the Nasdaq
options exchanges. These exchange sponsored programs offer payments for listed
option orders that are directed to such options markets. In addition, in some cases
involving large equity securities trades where you direct that a Merrill affiliate
execute your order as principal, Merrill may share in the compensation paid to its
affiliate for the affiliate’s services.
16. Agreement With Information Providers Regarding MarketData
The securities prices, quotations, research, ratings, news and other information
provided on MerrillEdge Self-Directed Investing are provided by various third
party sources that include, but are not limited to, the New York Stock Exchange,
Inc., American Stock Exchange Inc., NASDAQ Stock Market, Inc., The Options
Price Reporting Authority, and its participant exchanges, Dow Jones & Company,
Inc., Standard & Poor’s Financial Services, LLC, Moody’s Investor Services, Inc.,
Morningstar Inc., and their respective affiliates, agents and others, including persons
or entities that act as data processors on behalf of the foregoing (collectively,
“Information Providers”). By using the MerrillEdge Self-Directed Investing website,
you acknowledge and agree that: (1) securities prices, quotations research, ratings,
news and other information received from Information Providers (“Market Data”)
are solely for your individual use and you will not retransmit or furnish Market
Data to any other person or entity, except to other officers, partners or employees
if you are an entity; (2) the Market Data is and shall remain the property of the
respective Information Providers or of the market on which a reported transaction
took place or a reported quotation was entered; (3) at any time, Information
Providers may discontinue disseminating any category of Market Data, may change
or eliminate any transmission method and may change transmission speeds or
signal characteristics, and you shall not hold the Information Providers liable for
any resulting liability, loss or damages that may arise there from; and (4) your
agreements set forth herein and the disclaimers of warrant, and disclaimers of
liability set forth below are for the express benefit of the Information Providers as
third party beneficiaries and they may enforce these provisions against you.
Notwithstanding any provisions to the contrary contained herein, with respect to
Dow Jones & Company, Inc. only: (1) you may, on an occasional and irregular basis,
reproduce, distribute, display or transmit an insubstantial portion of the Market
Data provided by Dow Jones & Company, Inc. (the “Dow Jones information”), for a
non-commercial purpose and without charge, to a limited number of individuals,
provided you include all copyright and other proprietary rights notices with such
portion of the Dow Jones Information in the same form in which the notices appear
on the Dow Jones Information, the original source attribution, and the phrase
“Used with permission from Dow Jones& Company”; (2) if you are an entity, you
may only retransmit or furnish the DowJones information to officers, partners or
employees in accordance with the foregoing sentence.
Notwithstanding any provisions to the contrary contained herein, the following
additional provisions apply to Market Data provided by Moody’s Investor
Services, Inc. (“Moody’s”): The credit ratings if any, constituting part of the
Market Data are, and must be construed solely as, statements of opinion and
not statements of fact or recommendations to purchase, sell or hold securities.
Each rating or other opinion must be weighted solely as one factor in any
investment decision made by or on behalf of any user of the Market Data, and
each user must make its own study and evaluation of each security and of
each issuer and guarantor of, or of each provider of credit support for, each
security that it may consider purchasing, holding, or selling. Moody’s hereby
discloses that most issuers of debt securities and rated by Moody’s have, prior
to assignment of any rating, agreed to pay Moody’s for the appraisal and rating
services rendered by its fees ranging from $1,500 to $1,500,000.
Page 6 | MerrillEdge Self-Directed Investing Terms of Service Code 422001PM-0824
These Terms of Service shall remain in effect as to the Information Providers
for so long as you have the ability to receive Market Data through the
MerrillEdge Self-Directed Investing website as contemplated hereby. In
addition, either you or Merrill may terminate your access to Market Data at
any time. You understand that Merrill is obligated to terminate access to
this site as to the provision of any or all of the Market Data pursuant to this
paragraph upon notice to that effect from any of the Information Providers.
The foregoing provisions regarding the proprietary nature of Market Data, third
party beneficiary enforcement by the Information Providers, and the disclaimer
of liability and disclaimer of warranty by the information Providers survive
termination of your access to Market Data. These Terms of Service supersede
each previous agreement between you and the Information Providers insofar
as the superseded agreement pertains to Market Data provided to you through
the MerrillEdge Self-Directed Investing website.
Disclaimer of Warranties and Liability Regarding Information Providers
and Market Data
THE MARKET DATA ACCESSIBLE THROUGH the MerrillEdge Self-Directed
Investing website IS PROVIDED “AS IS” AND THERE MAY BE DELAYS,
OMISSIONS OR INACCURACIES IN SUCH DATA. MERRILL, THE INFORMATION
PROVIDERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
AFFILIATES AND AGENTS CANNOT AND DO NOT GUARANTEE THE
ACCURACY, SEQUENCE, COMPLETENESS, CURRENTNESS, TIMELINESS,
MERCHANT-ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR
NONINFRINGEMENT Of THE MARKET DATA MADE AVAILABLE THROUGH
the MerrillEdge Self-Directed Investing website AND HEREBY DISCLAIM
ANY SUCH EXPRESS OR IMPLIED WARRANTIES. NEITHER MERRILL,
THE INFORMATION PROVIDERS, NOR THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AFFILIATES AND AGENTS SHALL BE LIABLE TO
YOU OR TO ANYONE ELSE FOR ANY LOSS OR INJURY WHETHER OR NOT
CAUSED IN WHOLE OR IN PART BY THEIR NEGLIGENCE OR OMISSION IN
PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING,
OR DELIVERING ANY MARKET DATA THROUGH the MerrillEdge Self-
Directed Investing website OR BY ANY FORCE MAJEURE OR ANY CAUSE
BEYOND THEIR REASONABLE CONTROL. IN NO EVENT WILL MERRILL, THE
INFORMATION PROVIDERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AFFILIATES OR AGENTS BE LIABLE TO YOU OR ANYONE ELSE
FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON
SUCH MARKET DATA OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL
OR SIMILAR DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS,
TRADING LOSSES, DAMAGES RESULTING FROM INCONVENIENCE, OR LOSS
OF USE OF the MerrillEdge Self-Directed Investing website, EVEN If ADVISED
OF THE POSSIBILITY Of SUCH DAMAGES.
Incorporation of Market Data Agreements With Exchanges
BY ACKNOWLEDGING THESE TERMS OF SERVICE, YOU AGREE (A) THAT
YOU UNDERSTAND, AND AGREE TO BE BOUND BY, THE AGREEMENT FOR
MARKET DATA DISPLAY SERVICES (THE “EXCHANGE AGREEMENT”), THE
MATERIAL TERMS AND CONDITIONS OF WHICH ARE INCORPORATED
HEREIN; (B) THAT MERRILL IS NOT AN AGENT OF ANY OF THE EXCHANGES
OR OF NASDAQ AND IS NOT AUTHORIZED TO DEPART FROM THE
EXCHANGE AGREEMENT; AND (C) THAT NO PROVISION MAY BE ADDED
TO OR DELETED FROM THE EXCHANGE AGREEMENT AND THAT NO
MODIFICATIONS HAVE BEEN MADE TO IT ON YOUR BEHALF. YOU WARRANT
THAT YOU ARE LEGALLY ABLE TO UNDERTAKE THE OBLIGATIONS SET
FORTH IN, AND THE SIGNATORY IS DULY AUTHORIZED TO BIND YOU TO,
THE EXCHANGE AGREEMENT.
THE NASDAQ STOCK MARKET, INC. IS A THIRD PARTY BENEFICIARY TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT. TO THE EXTENT THAT YOU
HAVE ANY CLAIMS AGAINST NASDAQ ARISING OUT OF THIS AGREEMENT
OR THE NASDAQ SUBSCRIBER AGREEMENT, THOSE CLAIMS SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE STATE OF MARYLAND WITHOUT REFERENCE TO PRINCIPLES Of
CONFLICTS OF LAW, AND YOU CONSENT TO SUBMIT TO THE JURISDICTION
Of THE COURTS OF OR FOR THE STATE Of MARYLAND IN CONNECTION
WITH ANY SUCH CLAIM.
BY ACKNOWLEDGING THESE TERMS OF SERVICE, YOU CERTIFY TO THE
INFORMATION PROVIDERS, AND TO MERRILL, THAT YOU HAVE READ,
UNDERSTAND AND INTEND TO BE BOUND BY THESE TERMS OF SERVICE.
Note: The Funds Transfer Service and Bill Payment Services are governed
by separate enrollment terms and conditions, which are available in the
Documents & Forms Library, and are not governed by the above MerrillEdge
Self-Directed Investing Terms of Service.
17. Callable Securities/ Procedures for a partial redemption
If you hold securities with us that may be redeemed or called prior to maturity
and a partial call occurs, a fair and impartial approach will be used among
impacted clients to allocate the securities selected to be called.
For Merrill’s allocation procedures, please go to the following link or you may
request a hard copy by contacting the Investment Center at 1.877.653.4732.
https://www.ml.com/legal.html#CallableSecurities
18. Extended Hours Trading Agreement
IMPORTANT INFORMATION ABOUT EXTENDED HOURS TRADING
THROUGH ELECTRONIC COMMUNICATION NETWORKS.
Due to the nature of the extended hours trading market, trading in the
pre-market and after hours through an ECN may pose certain risks which
are greater than those present during normal market hours.
Risk of Lower Liquidity
Liquidity refers to the ability of market participants to buy and sell securities.
Generally, the more orders that are available in a market, the greater the
liquidity. Liquidity is important because with greater liquidity it is easier for
investors to buy or sell securities, and as a result, investors are more likely to
pay or receive a competitive price for securities purchased or sold. There may
be lower liquidity in extended hours trading as compared to regular trading
hours. As a result, your order may only be partially executed, or not at all.
Risk of Higher Volatility
Volatility refers to the changes in price that securities undergo when trading.
Generally, the higher the volatility of a security, the greater its price swings.
There may be greater volatility in extended hours trading than in regular
trading hours. As a result, your order may only be partially executed, or not
at all, or you may receive an inferior price when engaging in extended hours
trading than you would during regular trading hours.
Risk of Changing Prices
The prices of securities traded in extended hours trading may not reflect the
prices either at the end of regular trading hours, or upon the opening the next
morning. As a result, you may receive an inferior price when engaging in
extended hours trading than you would during regular trading hours.
Risk of Unlinked Markets
Depending on the extended hours trading system or the time of day, the prices
displayed on a particular extended hours trading system may not reflect the
prices in other concurrently operating extended hours trading systems dealing
in the same securities. Accordingly, you may receive an inferior price in one
extended hours trading system than you would in another extended hours
trading system.
Risk of News Announcements
Normally, issuers make news announcements that may affect the price of their
securities after regular trading hours. Similarly, important financial information
is frequently announced outside of regular trading hours. In extended hours
trading, these announcements may occur during trading, and if combined
with lower liquidity and higher volatility, may cause an exaggerated and
unsustainable effect on the price of a security.
Risk of Wider Spreads
The spread refers to the difference in price between what you can buy a
security for and what you can sell it for. Lower liquidity and higher volatility in
extended hours trading may result in wider than normal spreads for a particular
security.
Page 7 | MerrillEdge Self-Directed Investing Terms of Service Code 422001PM-0824
Time and Price Priority of Orders
Orders entered into the extended hours session are generally handled in
the order in which they were received at each price level. Therefore, orders
transmitted to the ECN by other investors before your order may match an
existing order that you were attempting to match, thereby removing that order
from the ECN order book. Similarly, your order may not be first in line to be
executed if a matching order comes into the ECN. This may prevent your order
from being executed, in whole or in part, or from receiving as favorable a price
as you might receive during normal market hours.
Communication Delays
Delays or failure in communications due to a high volume of orders or
communications, or other computer system problems, may cause delays
in, or prevent execution of your order.
Terms and Conditions
Trading through ECN Extended Hours session on the ECN is subject to the
terms and conditions (“Terms”) and policies set forth by Merrill and subject to
change without notice. Trading in the pre-market session may not be available
to all users. Users of the extended hours trading session should contact an
investment specialist to determine the availability of pre-market trading.
By using the ECN Extended Hours trading facility, you acknowledge your
understanding of the risks set forth above and your agreement to the Terms
set forth below.
We reserve the right not to accept an order for the ECN Extended Hours session
at their discretion and will attempt to notify you if your order is not accepted.
We will only accept limit orders for ECN Extended Hours trading. You must
indicate a specific price at which you are willing to buy or sell the security you
are interested in. You may not trade against an order entered by you. In other
words, you may not buy securities you offered for sale in the ECN, and vice versa.
The maximum order size is 100,000 shares.
Prices must be entered in decimals.
Only certain securities will be eligible for trading through the ECN Extended
Hours session, so all orders must be for securities traded on the ECN. If a stock
normally traded on the ECN closes on a trading halt in its primary market, or
trading is later halted by its primary exchange or a regulatory authority, trading
of that stock will be suspended on the ECN.
ECN pre-market orders can be placed from 7:00 to 9:30 a.m. Eastern. Pre-market
Orders we receive will be sent to the ECN for execution in the order in which they
are received. We will continue to send ECN pre-market orders as they are received
until 9:30 a.m. Eastern unless trading is halted prior to 9:30 a.m. Eastern.
ECN after-hours orders can be placed from 4:01 to 8:00 p.m. Eastern (After
Hours Orders). After Hours Orders we receive will be sent to the ECN for
execution in the order in which they are received. We will continue to send
After Hours Orders to the ECN until 8:00 p.m. Eastern unless trading is halted
prior to 8:00 p.m. Eastern.
If ECN pre-market trading is available, orders not filled during the ECN pre-
market session are automatically canceled if they are not filled by the end of
the session (i.e., 9:30 a.m. Eastern) during which they were placed. You must
re-enter these orders during normal market hours if you still wish to have the
trades executed.
Orders not filled during the ECN after hours session are automatically canceled
if they are not filled by the end of the session (i.e., 8:00 p.m. Eastern) during
which they were placed. You must re-enter these orders during normal market
hours if you still wish to have the trades executed.
Merrill is not liable for delays in the transmission of orders due to a breakdown
or failure of transmission, communication or data processing facilities, or for
any other cause beyond our reasonable control.
Transactions are subject to the applicable rules and regulations of the self-
regulatory organizations and governmental authorities.
Transactions are subject to all other agreements applicable to your account(s).
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.
Banking products are provided by BankofAmerica, N.A., and affiliated banks, Members FDIC and wholly owned subsidiaries of BofACorp.
Investment products:
Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value
© 2024 BankofAmerica Corporation. All rights reserved. | BRO-07-24-0144 | 08/2024
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Investing
Business Investor Account
(BIAAccount)
Account Agreement and Program Description
Merrill
Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value
MerrillEdge
®
Self‑Directed Investing
BusinessInvestor Account (BIA Account)
Table of Contents
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. Subscription to the BIA Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
4. Securities Brokerage Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
A) General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
B) SIPC Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
C) Direct Reinvestment Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
D) Custody of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
E) Delivery of Securities and Payments . . . . . . . . . . . . . . . . . . . . . . . . . 2
F) Security Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
G) Special Provisions for FDIC Deposit Insurance Coverage . . . . . . 2
5. Lending Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
A) Margin Lending Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
6. Basic Cash Management Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
A) General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
B) Tier Assignment and Account Valuation . . . . . . . . . . . . . . . . . . . . . . 4
C) Sweep Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
D) Availability and Application of Funds and Deposits . . . . . . . . . . . . 5
E) Electronic Funds Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7. Termination of the Customer’s Subscription totheBIA Service . . . 7
8. Freezing Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9. Low Balance Donation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
10. Fees and Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11. Authorization with Respect to Credit Information . . . . . . . . . . . . . . . . . . . . 8
12. Confirmations, Periodic Statements andNotices . . . . . . . . . . . . . . . . 8
13. Limitations on Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
14. Extraordinary Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
15. Amendments and Additional Documentation . . . . . . . . . . . . . . . . . . . . 8
16. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
A) Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
B) Joint and Several Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
C) Costs of Collection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
D) Captions and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
E) Integration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
F) Applicable Rules and Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
G) Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
H) Special Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
I) Third‑Party Research . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
J) Substitute Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
K) Non‑U.S.‑Issued Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
L) Referral Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
M) Compliance with Applicable Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
N) Investment Policy Statements — Responsibility to Review And
Monitor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
O) Revised Uniform Fiduciary Access to Digital Assets Act . . . . . . . 9
17. Representations as to Ownership and Capacity toEnter into
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
18. Applicable Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
19. Arbitration of Controversies with MerrillLynch,
Pierce, Fenner & Smith Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . 10
20. Customer Information and Due Diligence . . . . . . . . . . . . . . . . . . . . . . 10
MerrillLynch Bank Deposit ProgramDisclosure . . . . . . . . . . . . . .10
Additional Disclosures About MerrillLynch
Bank Deposit Program
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Margin Truth-In-Lending DisclosureStatement . . . . . . . . . . . . . .13
Securities-Based Loan DisclosureStatement . . . . . . . . . . . . . . . .14
Margin Risk Disclosure Statement. . . . . . . . . . . . . . . . . . . . . . . . . .15
Appendix
A – BIA Account Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Code 470076PM-0824
Page
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Page 1 | MerrillEdge Self-Directed Investing BIA Account Agreement and Program Description Code 470076PM-0824
Agreement and Program Description
1. Introduction
This Agreement and Program Description (“Agreement”) as amended
from time to time by MerrillLynch, Pierce, Fenner & Smith Incorporated
(“Merrill”), sets forth the terms and conditions governing the Business
Investor Account (BIA) financial service (“BIA Service”). The Service you
have elected to enroll in will be confirmed in your Welcome Kit and on
your Account Statement.
The BIA Service is an integrated financial service linking two components:
(1)securities brokerage services; and (2)basic cash management services.
For more information on fees, see AppendixA–BIA Account and Fees.
The Customer agrees to read this Agreement and retain a copy for his/
her records. The Customer acknowledges receipt of the MerrillLynch
Bank Deposit Program Disclosure Statement, the Additional Disclosures ‑
Merrill Lynch Bank Deposit Program, Appendix‑A BIA Account, the Margin
Truth‑In‑Lending Disclosure Statement, and the Securities‑Based Loan
Disclosure Statement, all of which are referred to as the “Documents” for
purposes of this Agreement. The Documents, which contain additional
terms governing the BIA Service, are incorporated into this Agreement
and made a part hereof. Unless the context otherwise requires, the term
“Agreement” shall include the Documents, as amended from time to time
by Merrill. Unless otherwise indicated, the Agreement terms and program
descriptions apply to the BIA Account.
MerrillLynch, Pierce, Fenner and Smith Incorporated offers its products,
accounts and services through different service models (e.g. self‑directed,
full service). Based on the service model, the same or similar products,
accounts and services may vary in their price orfeecharged to a client.
2. Definitions
In this Agreement:
“Account Value” means the value of cash, bank deposits, and long market
value of securities in the Financial Relationship.
“ACH” means Automated Clearing House. The ACH Network is a
nationwide electronic payment system used to transfer funds between
participating financial institutions.
“Availability Delay” means the amount of time before a deposit to your
Securities Account will become available to Pay Disbursements and other
amounts due.
“BA-CA” means BankofAmerica California, N.A., its successors or assigns.
“BANA” means BankofAmerica, N.A., its successors or assigns.
“Banks”
means BANA, BA‑CA and any other depository institutions
participating from time to time.
“Basic Cash Management Services” means services such as bank
deposit sweep programs and ACH.
“BIA Account” means a Merrill securities account established for the
Customer pursuant to this Agreement, which is either a cash account or,
ifthe Customer elects, a margin account.
“Business Day” means any day on which both the New York Stock
Exchange and New York banks are open for business.
“Cash Balance” means any uninvested cash balance resulting from
incoming receipts such as check deposits, cash deposits, ACH deposits,
Fedwire® receipts or the proceeds from the sale of securities. This is
alsoknown as your free credit balance.
“CD” means Certificate of Deposit.
“Customer,” “Client,” “You,” “Your,” or “Yours” means the business
entering into this Agreement.
“Disbursements” means the items paid from the Securities Account and
includes checks issued upon request by contacting Merrill from your BIA
Account, Fedwire and ACH transactions and similar items.
“Disbursement Priority” means the order in which available cash, Money
Account balances, or credit facilities are used to pay forDisbursements.
“FDIC” means the Federal Deposit Insurance Corporation.
“Financial Relationship” means the Accounts that have been linked
for valuation purposes. Accounts are systematically linked by Tax
Identification Number (TIN). BankofAmerica account types included are
BankofAmerica Business checking, savings and CDs. Merrill account
types are BIA.
“IA Program” means any of the following investment advisory programs
offering fiduciary advice and guidance and other investment advisory
services made available by or through Merrill Lynch and/or Merrill
Account Advisers, its affiliate, registered with the Securities Exchange
Commission: (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 with Advisor Program; and (6) the Merrill Edge
Advisory Account program.
“Local Checks” generally means a check deposited at a Merrill branch
office located in the same state as the drawee bank. This designation
is determined at the branch office where the deposit is made.
“Merrill” means MerrillLynch, Pierce, Fenner & Smith Incorporated,
its successors and/or assigns.
“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”).
“MerrillLynch Bank Deposit Program” means the tiered program
whereby available Cash Balances are held in specified deposit accounts
established for the Customer by MerrillLynch as the Customer’s agent
with BANA and/or BA‑CA for the BIA Account. Deposits in the MerrillLynch
Bank Deposit Program are insured by the FDIC for up to $250,000 per
depositor, per ownership category, per bank.
“MMDA” means Money Market Deposit Account.
“Money Accounts” means MerrillLynch Bank Deposit Program.
“Nonlocal Check” generally means a check deposited at a Merrill
branch office in a state other than the drawee bank. This designation
isdetermined at the branch office where the deposit is made.
“Primary Money Account” means the Money Account designated
by the Customer for automatic Sweep of Cash Balances.
“Securities Account” or “Account” means the BIA Account.
“Securities and Other Property” includes, but is not limited to, money,
securities, securities entitlements, financial assets, investment property,
financial instruments and commodities of every kind and nature and all
contracts and options relating thereto, whether for present or future delivery.
“Service” means the BIA financial service.
“SIPC” means Securities Investor Protection Corporation.
“SMDIA” means Standard Maximum Deposit Insurance Amount.
“Stock Borrow charge” or “SB charge” refers to a premium charged for
borrowing certain securities in connection with short sale transactions.
“Sweep” means the automatic deposit of available Cash Balances into
the Primary Money Account as well as an automatic withdrawal to cover
Visa charges, checks and other cash management transactions, including
security purchases.
3. Subscription to the BIA Service
To subscribe to the BIA Service, a Customer must execute an Entity
Authorization Form (the “Authorization Form”), pursuant to which a
Securities Account will be established with Merrill. Merrill will establish
accounts for the Customer for incoming Fedwires and receiving ACH
transactions. Merrill reserves the right to alter or waive the conditions
of subscription to the Service and also reserves the right to reject
any application to subscribe to the Service or any of its features for
anyreason.
The Customer can authorize individuals to utilize certain features of the
Service on its behalf. These authorizations shall remain effective until
Merrill receives notification in writing to the contrary. The Customer will
Page 2 | MerrillEdge Self-Directed Investing BIA Account Agreement and Program Description Code 470076PM-0824
be liable for all transactions made by the Customer, or by any person
authorized to act on the Customer’s behalf.
4. Securities Brokerage Services
(A) General
The Securities Account may be used to purchase, sell and hold securities
and other investments available from or through Merrill. If the Securities
Account includes the Margin Lending Program, it may also be used to
purchase and sell securities on credit or to obtain loans based on the
current margin loan value of securities in the Securities Account. Whether
or not the Account is a margin account, Merrill shall have all of the legal
rights of a secured creditor with respect to the Securities Account,
including the rights described in Section 4(F).
(B) SIPC Protection
The securities and cash that Merrill holds in your 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. In addition, Merrill has
obtained “excess‑SIPC” coverage from a Lloyd’s of London syndicate for
large client accounts. This policy provides further protection (including up
to $1.9 million for cash) for Customers who have received full SIPC limits,
subject to an aggregate loss limit of $1 billion for all Customer claims.
SIPC and the excess‑SIPC coverage do not protect against investment
losses from market action. You may obtain further information about
the SIPC, including the SIPC brochure, via the SIPC’s website at
www.sipc.org, orby calling the SIPC at 202.371.8300.
Each account held by a separate Customer (as defined by applicable law)
istreated separately for purposes of SIPC protection.
(C) Direct Reinvestment Service
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. Call your financial advisor or 800.637.7455
formore information on this service.
(D) Custody of Securities
Merrill will hold all securities for the Securities Account in a control
location acceptable to the Securities and Exchange 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 transfers 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
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.
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.
(E) Delivery of Securities and Payments
When buying or selling securities, there are two key dates involved in the
transaction. The first date is the trade date, which is the date that the
order is executed. The second is the settlement date, at which time the
transfer of ownership passes from the seller to the buyer. Typically, the
settlement date is the day when payment is due for purchases or when
securities are due for sales. Customer agrees to remit payment promptly.
Securities purchased will be held in the Securities Account unless
Customer requests delivery to Customer or its designee, in which case
Merrill will forward Customer’s instructions to the company’s transfer
agent after payment is received. Delivery normally takes several weeks
after the purchase has been settled and fully paid for. Delivery of
securities may not be available for issues that are held in book‑entry form.
Depending on the issuer, Customer may have the option of taking delivery
of a security to be held in direct registration with issuer’s transfer agent.
If payment is not received promptly, Merrill will liquidate the position
unless an extension is obtained. Under exceptional circumstances and
subject to Merrill’s rights to liquidate, Merrill, on Customer’s behalf,
may (in its sole discretion) apply for an extension from a regulatory
organization. If Merrill does so, Customer will be charged an extension fee.
If the position is liquidated, Customer will be responsible for any resulting
deficiency, fees and late charges. Fees will be automatically debited from
the Securities Account and are subject to change.
If Customer elects to take delivery of securities, the account statement
will evidence delivery once they have been mailed to Customer.
IfCustomer does not receive them, Customer agrees to notify Merrill
promptly so that replacement proceedings can begin. If Customer
fails tonotify Merrill within six months of the delivery date shown on
the account statement, Customer will be responsible for replacing the
securities through the transfer agent and will have to pay all costs.
Customer may instruct Merrill not to disclose Customer’s name, address
and securities positions to issuers in which Customer owns securities
under an SEC rule that permits issuers to communicate directly with their
non‑objecting beneficial owners.
(F) Security Interest
Whether or not the Securities Account is a margin account, 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 in any of said accounts.
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 the Customer’s obligations or indebtedness for other accounts the
Customer maintains with Merrill. Merrill, subject to applicable laws,
without giving the Customer 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 the Customer whenever in its judgment Merrill
considers such a transaction necessary for its protection. In enforcing its
lien, Merrill shall have the discretion to determine which securities and
other property are to be sold and which contracts are to be closed.
All Securities and Other Property will be treated as financial assets under
Article 8 of the New York Uniform Commercial Codes.
(G) Special Provisions for FDIC Deposit Insurance Coverage
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.
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.
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
Page 3 | MerrillEdge Self-Directed Investing BIA Account Agreement and Program Description Code 470076PM-0824
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.
5. Lending Services
(A) Margin Lending Program
(i) Margin Requirements and Credit Charges. The Margin Lending
Program permits the Customer to obtain loans from Merrill secured by
eligible marginable and exempt Securities and Other Property. 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. The
Customer will maintain such Securities and Other Property in the Account for
margin purposes as Merrill shall require from time to time; and the monthly
debit balance of the Securities Account shall be charged, in accordance with
Merrill’s usual custom, with interest at a rate permitted by the laws of the
state of New York. The interest charge made to the Customer’s Securities
Account at the close of a statement period will, unless paid, be added to the
opening balance for the next charge period and that interest will be charged
upon such opening balance, including all interest so added.
(ii) Security Interest. All Securities and Other Property in any account,
now or hereafter held, carried or maintained by MerrillLynch or by any of
its affiliates in MerrillLynch’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 asdescribed in Section 4(F).
(iii) Calls for Additional Collateral-Liquidation Rights.
(a) Merrill, in addition to and not in lieu of any other rights or
remedies it may have under this Agreement, shall have the right to
require additional collateral: 1. in accordance with its general policies
regarding its margin lending maintenance and requirements, as such
may be modified, amended or supplemented from time to time by
Merrill; or 2. if in its discretion Merrill considers it necessary for its
protection at an earlier or later point in time than called for by said
general policies; or 3. in the event that a petition in bankruptcy or for
an appointment of a receiver is filed by or against the Customer; or
4. if an attachment is levied against the accounts of the Customer;
or 5. in the event of the death or dissolution of the Customer.
Securities and other property held in related retirement accounts
are not considered for collateralization purposes.
(b) If the Customer does not provide Merrill with additional collateral
as Merrill may require in accordance with (iii)(A)(1) or (iii)(A)(2)
above, or should an event described in (iii)(A)(3), (iii)(A)(4) or(iii)(A)
(5) above occur (whether or not Merrill elects to require additional
collateral), Merrill shall have the right: 1.to sell any or all Securities
and Other Property in the accounts of the Customer with Merrill
or with any of its affiliates, whether carried individually orjointly
with others; 2.to buy any or all Securities and Other Property that
may be short in such accounts; and 3.to cancel any open orders
and close any or all outstanding contracts.
Merrill may exercise any or all of these rights under (b)(1), (2)or
(3) without further demand for additional collateral, or notice
of sale or purchase, or other notice or advertisement. Any such
sales or purchases may be made at the discretion of Merrill on
any exchange or other market where such business is usually
transacted, or at public auction or private sale; and Merrill may be
the purchaser for its own account. If Merrill gives prior demand
orcall or prior notice of the time and place of such sale or
purchase, that shall not be considered a waiver of its right to sell
or buy without any such demand, call or notice as herein provided.
(iv) Payment of Indebtedness Upon Demand. The Customer shall
atalltimes be liable for the payment upon demand of any debit balance
or other obligation owing in any of the accounts of the Customer with
Merrill, and the Customer shall be liable to Merrill for any deficiency
remaining in any such accounts in the event of the liquidation thereof, in
whole or in part, by Merrill or by the Customer, and Customer shall make
payment of such obligations upon demand.
(v) Liability for Costs of Collection. To the extent permitted by
NewYork law, Merrill shall collect from you reasonable costs and expenses
of collection of debt balance(s) and any unpaid deficiency in your account
including, but not limited to attorney’s fees that Merrill incurs or pays in
connection with such efforts.
(vi) Pledge of Securities and Other Property. All Securities and Other
Property now or hereafter held, carried or maintained by Merrill inits
possession or control in any of the accounts of the Customer may be
pledged and re‑pledged by Merrill from time to time, without notice either
separately or in common with other such Securities and Other Property,
for any amount due in the accounts of the Customer, orfor any greater
amount, and Merrill may do so without retaining in its possession or
under its control for delivery a like amount of similar Securities and Other
Property.
(vii) Lending Agreement. In return for the extension or maintenance
ofmargin credit by Merrill in the Securities Account, the Customer
agrees that the securities in the Securities Account, together with all
attendant rights of ownership, may be lent to Merrill or lent out to others
to the extent not prohibited by applicable laws, rules and regulations. In
connection with such securities loans, and in connection with securities
loans made to the Customer to facilitate short sales, Merrill may receive
and retain certain benefits to which the Customer will not be entitled. The
Customer understands that, in certain circumstances, such loans could
limit the Customer’s ability to exercise voting rights, in whole or part, with
respect to the securities lent. In addition, the Customer acknowledges
that, in using certain securities in the Customer’s account for, among
other things, settling short sales and lending the securities for short
sales, Merrill may receive compensation in connection therewith.
(viii) Stock Borrow Charges. 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.
(ix) SB Charges Assessed. 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 your financial advisor, 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,
Page 4 | MerrillEdge Self-Directed Investing BIA Account Agreement and Program Description Code 470076PM-0824
the charges for all shorted securities that incurred a 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.
(x) Calculation of SB Charge. 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.
Below is an example of the calculation of an SB Charge. Please note that
the example below 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 below. 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%
6. Basic Cash Management Services
(A) General
The Securities Account may be used to manage receipts, payments
andshort‑term investments. Customer cash balances are automatically
swept into the Primary Money Account and are automatically redeemed/
withdrawn to pay Disbursements and other amounts due. This automation
allows the client to keep balances in Money Accounts, which may earn
dividends or interest. These basic cash management services of the
Securities Account are intended to provide the Customer with access to
the assets in its Securities Account, but the Securities Account is not a
bank account.
Merrill 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, N.A. or BankofAmerica California, N.A. or other
depository institutions.
Except where specifically indicated, securities and products sold,
offered or recommended by Merrill are not insured by the FDIC,
and are not obligations of, or endorsed or guaranteed in any way,
by any bank, and may lose value.
Merrill is solely responsible for its own contractual obligations and
commitments.
(B) Tier Assignment and Account Valuation
(i) Tier Assignments. Every month Merrill will perform a Valuation process
on the Financial Relationship or on the Securities Account not in a Financial
Relationship and will assign each Account a tier based on its Account Value.
Certain BIA Accounts will be assigned a tier regardless of Account Value.
BIA Accounts enrolled in IA Programs will be assigned Tier 5. Tiers and tier
assignments may be changed by Merrill without prior notice.
(a) BIA Accounts
Tier 1 – Less than $250,000
Tier 2 – $250,000 to $999,999
Tier 3 – $1,000,000 to $9,999,999
Tier 4 – $10,000,000 or more
Tier 5 – The IA Programs
(ii) Effect of Tier Assignment. The tier to which a BIA Account
is assigned will determine the yield earned on deposits held in the
MerrillLynch Bank Deposit Program. Availability Delays will be based on
the Account Value. (See Section 6(D) — Table 1.) Clients with higher total
eligible assets generally receive a higher yield on their bank deposits than
clients with lower total eligible assets. A BIA Account assigned to Tier 5
may receive a higher yield on its bank deposits than an Account with a
lower tier assignment.
(iii) Valuation. The valuation is determined by the average monthly value
of the Financial Relationship. For clients with BIA Accounts that are not
in a Financial Relationship, the tier assignment for each account will be
based on the Account Value. Assets of eligible BIA Accounts enrolled in
IAPrograms will be included in the valuation.
At the end of the day on the last Business Day of every week, an Account
Value will be calculated for each account within the Financial Relationship.
At the end of the month, these weekly values will be used to determine
the average monthly Account Value. The BIA Account Value will be
determined by the value of cash, bank deposits, and the long market
valueof securities held as part of the Financial Relationship.
Valuation procedures may be changed by Merrill without prior notice.
Securities and other assets will be valued in a manner determined
by Merrill, in its sole discretion, and in some cases may be based on
estimates, which are obtained from various sources. Values may vary
from prices achieved in actual transactions, especially for thinly traded
securities, and are not firm bids or offers or guarantees of any type with
respect to the value of securities and other assets.
(iv) Change in Tier Assignments. Once a Securities Account has been
assigned to a tier, the tier assignment may change on the first Business
Day of the month due to Financial Relationship valuation changes and as
described in section 6(b)(i). For the MerrillLynch Bank Deposit Program,
the new tier assignment may affect the interest earned.
(v) Newly Opened Accounts Without an Existing Financial
Relationship. At the end of the month of enrollment, and each month
thereafter, the Securities Account will be valued and assigned to a
tier. Based on the tier assignment, BIA accounts will be eligible for the
corresponding yield earned on deposits held in the MerrillLynch Bank
Deposit Program. Availability Delays will continue to apply through the
end of the second month as if the Account Value is <$250,000. At the
end of the second month, and each month thereafter, the Securities
Account will be valued and Availability Delays will be applied based on the
AccountValue.
Page 5 | MerrillEdge Self-Directed Investing BIA Account Agreement and Program Description Code 470076PM-0824
(vi) Newly Opened Accounts With an Existing Financial
Relationship. New Securities Account(s) associated with an existing
Financial Relationship will be assigned Tier 1 during the month of
enrollment. At the end of the month of enrollment, and every month
thereafter, the new Securities Accounts will be valued and assigned to
atier based on the value of the Financial Relationship and applicable
Availability Delays will be applied.
(C) Sweep Program
(i) General. Cash Balances in a Securities Account of $1 or more (whole
dollars only) automatically sweep to the Primary Money Account on the
Business Day after the funds are received, provided the funds are received
before our cashiering deadline. However, if you have pending transactions in
your Securities Accounts on the Business Day funds are to be swept into your
Primary Money Account, the amount of those transactions may be deducted
from the sweep amount. The Money Accounts available are described below.
Merrill may change the Money Account options at any time.
THE MONEY ACCOUNTS CONSTITUTE ONLY ONE COMPONENT
OF THE SERVICES. CUSTOMERS ARE ADVISED TO READ, AS
APPLICABLE, THE MERRILLLYNCH BANK DEPOSIT PROGRAM
DISCLOSURES THAT BEGIN ON PAGE10.
(ii) Primary Money Account Options.
For BIA Accounts, The Primary Money Account that is generally available
for Sweep is the MerrillLynch Bank Deposit Program.
(iii) No Sweep. Customer may elect that Cash Balances do not Sweep
to one of the Primary Money Accounts. Cash Balances (known as “free
credit balances”) will not earn interest or dividends. These balances will
be covered by SIPC coverage (up to $250,000 per Customer) and excess
SIPC, as described in section 6, C, v but not FDIC coverage.
Merrill is permitted to use free credit balances in our business
and such balances are not segregated. Customer has the right to
receive any available free credit balances, subject to any open
commitments in the Securities Account.
(iv) Right to Change/Suspension of Money Accounts. Merrill reserves
the right to change the Money Accounts available with the Service at any
time. If a particular Money Account is no longer generally available in the
Service or is no longer available for a particular category of Customer,
the Customer authorizes Merrill to transfer, exchange and/or convert
any existing shares/balances in such Money Account into another Money
Account. Merrill will provide the Customer with written notice at least
60 days in advance of such transfer, exchange and/or conversion. 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 Securities Account to be invested in another Money Account. If such
suspension is of a nature that makes prior notice unfeasible, Merrill will
give subsequent notice within a reasonable time.
Each of the banks are permitted to merge with another financial
institutions, sell or transfer their assets, or otherwise engage in
transactions that result in Customer’s deposit balances in the
MerrillLynch Bank Deposit Program being held at a different financial
institution. Merrill will notify Customer in writing in such an event.
(v) Conflicts of interest
There are conflicts of interest relating to the Sweep Program. If you hold
cash balances in your account, both Merrill Lynch and the Merrill Lynch
Affiliated Banks 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.
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 with
Advisor Program; 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 of certain money market
funds and other cash alternatives.
(vi) FDIC Insurance. Deposits in the MerrillLynch Bank Deposit Program
are protected by FDIC insurance, up to applicable limits. The FDIC’s
standard maximum deposit insurance amount (“SMDIA”) is $250,000 per
depositor, per ownership category, per bank. Any accounts or deposits
maintained with the Banks 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. Clients are
responsible for monitoring the total amount of deposits held at the
Banks in order to determine the extent of FDIC insurance coverage
available to such deposits. Merrill is not responsible for any insured
or uninsured portion of such deposits. For additional information on
the FDIC, visit www.fdic.gov.
(vii) Money Account Interest. Interest on the MerrillLynch Bank
Deposit Program will be compounded on a daily basis and credited to
the Customer’s account monthly. You can access current interest rate
information on merrilledge.com by accessing the “Deposit Account &
Money Fund Rates” link at the bottom of each page or by calling the
Investment Center at 877.653.4732.
(D) Availability and Application of Funds and Deposits
(i) Availability Delays. (See Table 1 below) The availability of Cash
Balances (for investment in a Money Account, to pay Disbursements or
other amounts due) will depend on the type of deposit, and the Account
Value of the Securities Account, and is subject to certain exceptions noted
in Table1. Merrill also reserves the right to impose additional Availability
Delays under certain circumstances including, among others, (i) if a
question exists about whether a deposit instrument will be paid; (ii)ifan
emergency exists such as a failure of communications or computer
equipment; and (iii) other matters beyond the control of Merrill.
Page 6 | MerrillEdge Self-Directed Investing BIA Account Agreement and Program Description Code 470076PM-0824
(iii) Automatic Application of Funds. Subject to the Availability
Delays described above, any available balances will generally be
applied as follows:
1. To pay for any purchases or amounts due in the securities account.
2. To pay for manual subscriptions to Money Accounts.
3. To pay Disbursements.
4. To Sweep on the next Business Day to the Primary Money Account.
(iv) Disbursement Priority. Amounts due in connection with the Service
will be paid in the following order of priority:
1. from available Cash Balances;
2. from any remaining balances in the Primary Money Account;
3. Customers with margin accounts, from extensions of credit in the
Account within its available loan value.
(v) Purchasing Power
(a) General. The amount available for Disbursements and manual
investments in the Money Accounts is called “Purchasing Power.”
Purchasing Power equals the total of:
1. any available Cash Balances in the Securities Account;
2. the available value of the Money Accounts; and
3. margin accounts, the unused loan value of eligible securities in the
Securities Account.
Purchasing Power is reduced: (1)on trade date for securities purchases;
(2)at the time the banks and Merrill are notified of ACH and Fedwire
transactions; (3)at the time of request for outgoing funds transfers;
and (4)two Business Days prior to the release of any future or recurring
fundstransfers.
(b) Transactions Exceeding Purchasing Power. If a transaction
exceeds the Purchasing Power, Merrill may elect to decline such
atransaction, BANA may, but is not obligated to, accept such transaction
as an overdraft, and advance funds to Merrill, third parties or the banks in
the amount exceeding the Customer’s Purchasing Power. Any amount is
immediately due and payable toBANA.
You may remit payment for your overdraft in one of the following
manners:
For all Securities Accounts, Cash Balances from the proceeds of sales
of securities or dividend/interest receipts become available on the next
Business Day following receipt.
(ii) Cut-Off Time for Deposits. Deposits must be received before
established cut‑off times for same day posting. Merrill branch offices
cannot accept cash deposits.
Table 1 availability delays - BIA accounts
Deposit Type Account Value
<$250,000
Account Value
$250,000 to <$1 million
Account Value
$1 million to <$10 million
Account Value
≥$10 million
Local Check
1
2 Business Days 2 Business Days 2 Business Days 1 Business Day
Non‑local Check
1
4 Business Days 4 Business Days 2 Business Days 1 Business Day
ACH Credits
1
2 Business Days 1 Business Day 1 Business Day 1 Business Day
Fedwire
2
0 Business Days 0 Business Days 0 Business Days 0 Business Days
Account Transfer
2
0 Business Days 0 Business Days 0 Business Days 0 Business Days
1
Check deposits in excess of the transaction limits set forth below are subject to a five (5) Business Day Availability Delay, and ACH Credits in excess of the transaction limits set
forth below are subject to a four (4) Business Day Availability Delay, to settle Disbursements from the Securities Account, regardless of tier assignment. The transaction limits are
as follows:
<$250,000: $30,000 $250,000 to <$1 million: $100,000 $1 million to <$10 million: $300,000 ≥$10 million: $500,000
The foregoing notwithstanding, Cash Balances, regardless of Deposit Type and amount, will continue to sweep according to the standard Availability Delay tables.
2
Immediate availability for Disbursements, same-day availability for margin loan paydown, next-day availability for Sweep to Money Account.
1. Contact the Investment Center at 877.653.4732 to transfer funds
from another Merrill account (if applicable).
2. Send a check or money order payable to:
Merrill
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.
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. Contact the Investment
Center at 877.653.4732 for current margin rates.
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.
(c) Overdraft. A daily overdraft balance is calculated by starting with
the beginning balance of amounts owed, adding any new overdrafts and
subtracting any payments or credits received that day. The average daily
balance is then calculated by adding all of the daily balances of overdrafts
in that statement cycle and dividing the total by the number of days in the
overdraft statement cycle.
The Customer will receive a periodic overdraft billing statement from BANA
that will detail, among other disclosures, any overdraft(s), payments and
credits and the balance due.
(E) Electronic Funds Transfers
(i) General. Requests for transfers of funds will be transmitted to
banks selected by Merrill as agent for the Customer. Such banks and
any subsequent banks involved in the transfer may use various systems,
including the Federal funds wire transfer system, when carrying out the
Customer’s request. The rights and obligations of the Customer, Merrill
and any banks involved in carrying out the Customer’s funds transfer
requests are governed by Article 4A of the Uniform Commercial Code,
and by applicable rules of ACH associations or, for Federal funds wire
transfers, by Subpart B of Regulation J of the Federal Reserve Board
ofGovernors.
Page 7 | MerrillEdge Self-Directed Investing BIA Account Agreement and Program Description Code 470076PM-0824
Transfer of funds throughout the banking system and related funds
transfer and communications systems, including the Federal funds wire
transfer system, involve various risks which the Customer assumes in
requesting wire transfers. Such risks include, but are not limited to the
following:
• The liability of banks with respect to funds transfers may be limited
by law and by contract; in particular, their responsibility for processing
transfers may be limited to relying upon identifying (e.g., account)
numbers rather than account party names;
• Customer may not be able to cancel or amend a funds transfer request
once transmitted to a bank for processing; and
• Federal funds wire transfers are irreversible once transmitted by a bank
and may not be recoverable.
Merrill shall act as the Customer’s agent in transmitting funds transfer
requests to banks selected by Merrill and the Customer shall be regarded
as the “sender” of such transfers. In addition to applicable law, the
Customer’s rights and obligations shall be governed by contracts that
Merrill enters into with banks from time to time for funds transfers of
its own and the Customer’s funds.
The Customer agrees that Merrill’s security procedures, which include
a confidential password to initiate electronic transfers, and the security
procedures of banks that Merrill contracts with for transfers of funds,
are commercially reasonable. If Merrill notifies the Customer of changes
in its own security procedures or if Merrill agrees to modified security
procedures of such banks from time to time, the Customer’s continued
use of these services to request transfers shall constitute the Customer’s
agreement that such changed security procedures are commercially
reasonable. The Customer has a right to request information about
applicable security procedures at any time.
(ii) Rejection of Payment Orders. 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.
(iii) Funds Transfer Service (“FTS”). The Customer may elect to enroll
in FTS by completing the Funds Transfer Service Enrollment Form (“FTS
Enrollment Form”). This document, as amended from time to time by
Merrill, is hereby incorporated by reference and made a part hereof. If
the Customer so elects, the Customer authorizes Merrill to initiate the
transfer of funds on its behalf in accordance with instructions from the
persons authorized by the Customer, and any other persons entrusted
with the Customer’s FTS password.
All FTS transfer requests must be accompanied by the number of the
account and the confidential password (“FTS Password”) selected by
the Customer. Such transfers may be made by initiating credit or debit
transfers to or from accounts at Merrill or at one or more financial
institutions designated by the Customer in its FTS Enrollment Form, and
the institutions participating in such transfers are hereby authorized to
accept such debit or credit transfer instructions communicated by Merrill
and to transfer funds in accordance therewith.
In the event that erroneous transfers are made pursuant to FTS, Merrill is
authorized to initiate debit or credit transfers to correct such erroneous
transfers, provided that any such correction is made in accordance with
applicable laws, rules or regulations.
For purposes of this Agreement, an FTS Password shall cease to be
effective at the commencement of business by Merrill on the first
Business Day following receipt of written or telephone notice of
cancellation of the Customer’s FTS Password, directed to Merrill. The
Customer shall not disclose its FTS Password to any person other
than those persons that it has designated as authorized to initiate
FTStransfers.
The Customer understands that it shall be liable for all transfers of funds,
whether or not actually authorized by the Customer, that are initiated
by instructions that include the FTS Password of the Customer then
in effect, as well as any and all losses and damages, direct, indirect or
consequential, that arise from or are attributable to such transfers. The
Customer understands and agrees that Merrill may accept debit and/or
credit instructions to debit and/or credit an account in which the person(s)
authorized may have an interest and Merrill shall have no obligation to
ascertain the propriety of any such instructions.
7. Termination of the Customer’s Subscription
totheBIA Service
Merrill may terminate the Customer’s subscription to the BIA Service
at any time in its sole discretion. The Customer may terminate its
subscription to the BIA Service at any time upon notice to Merrill. Without
limiting Merrill’s rights in this regard, the deposit of checks followed
by the prompt withdrawal of funds, for the primary purpose of earning
dividends or interest on Money Account balances from the time Merrill
advances funds on the Customer’s behalf until checks so deposited are
collected, is inconsistent with the Service. Merrill may terminate the
Customer’s subscription to the BIA Service if, in its sole judgment, it
appears to Merrill that the Customer is so acting.
Merrill requires that the Customer provide transfer instructions to
transfer the Customer’s account to another financial institution or
liquidation instructions within 30 days of receiving written notification
from Merrill and BANA informing the Customer that we are terminating
the Customer’s account. If such instructions are not submitted by the
Customer within 30 days, Cash and bank deposits will be liquidated or
withdrawn, and the proceeds will be sent to the Customer in the form of
a check; equity and fixed income securities, 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 also
be issued to the Customer in the form of a check. Any outstanding
obligations and/or debit balance(s) the Customer may owe inthe
Customer’s 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 the Customer consult a tax advisor to determine what
result, if any, liquidation may have on the Customer’s tax situation.
Should the Customer’s subscription to the BIA Service be terminated,
Merrill may and is hereby authorized to withdraw all deposit balances
in the MerrillLynch Bank Deposit Program account and to direct the
liquidation of any securities or investments held by Merrill on behalf of the
Customer, and apply the proceeds thereof to repay any amount payable
by the Customer pursuant to this Agreement. Merrill shall have the right
to offset any amount owed under this Agreement against any monies due
to the Customer and any monies held in an account of the Customer with
Merrill or any of its affiliates.
All rights and remedies of Merrill existing at termination of the
Customer’s subscription to the BIA Service shall survive and shall be in
addition to all other rights and remedies available at law or equity.
8. Freezing Accounts
If at any time we believe that your account may be subject to irregular,
unauthorized, fraudulent or illegal activity, we may, in our discretion,
freeze the assets in the account and in other accounts you maintain
with us until such time as we are able to complete our investigation of
the account and transactions. If we do freeze your account assets, we
will provide notice to you as soon as reasonably possible. Notice may
be made by mail or verbally or provided by other means such as via
merrilledge.com, where applicable. We may not provide this notice to you
prior to freezing the account if we believe that such notice could result in
a security risk to us or to the owner of the funds in the account.
9. Low Balance Donation
If your Merrill non‑retirement account contains a balance of less than
$15.00, the next assessment of annual account fees may result in a debit
balance for your account. If this occurs you will be required to pay Merrill
that balance. If you choose, you have the right to direct Merrill to close
your account and mail you a check. If you fail to provide instructions to
do so, Merrill will donate this balance to charity. This policy is designed to
Page 8 | MerrillEdge Self-Directed Investing BIA Account Agreement and Program Description Code 470076PM-0824
prevent you from owing Merrill money and to prevent the inconvenience
of having your account remain open with such a small balance. 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.
10. Fees and Charges
All Securities Account fees, including an annual account fee, will be
charged to the Securities Account. The Customer authorizes Merrill to pay
such fees from assets in the Securities Account, including Cash Balances,
Money Account balances, and, if necessary, by selling other assets in
the Securities Account. Merrill reserves the right to change its fees,
including the annual Account fee, as well as any other fees or charges, or
to implement additional fees and charges at any time, except as limited by
applicable law. Fees are nonrefundable.
No transaction charge or commission will be made with respect to deposits
to or withdrawals from the MerrillLynch Bank Deposit Program.
11. Authorization with Respect to Credit Information
The Customer hereby authorizes Merrill, the Banks and their affiliates
to obtain and verify and disclose any and all financial, credit and other
information relating to the Customer, to each other, to Merrill and to any
affiliates of Merrill.
12. Confirmations, Periodic Statements andNotices
The Customer will receive a monthly transaction statement (the Monthly
Statement) from Merrill, which will detail all account transactions during
the preceding month. All account holders remain responsible for verifying
the accuracy of their account statements, reading notices about their
accounts, and directing activity in their accounts. The monthly statement
will include information provided by Merrill as agent for the banks
and the third‑party processing institution. In addition, Fiscal Year‑End
Statements will be provided to Customers, according to the Fiscal Year‑
End information provided. Merrill reserves the right to charge a fee for
providing duplicate copies of Monthly Statements.
Trade confirmations and Monthly Statements shall be conclusive if not
objected to by written notice delivered to Merrill within 10business days
after delivery of or communication of the confirmations or statements to
the Customer by Merrill. For other transactions (such as electronic funds
transfers), the Monthly Statements shall be deemed conclusive if not
objected to within 60days of mailing.
Any notices or other communications by Merrill to the Customer’s address
listed in the account application or to such other address as may be
designated from time to time by the Customer, and all notices and other
communications so sent by whatever means, shall be deemed to have
been given personally to the Customer, upon such sending, whether or not
actually received.
13. Limitations on Liability
Merrill, the Banks and any third parties providing services pursuant to this
Agreement make no representations, warranties or guarantees, express
or implied, with respect to the BIA Service or any services provided in
accordance therewith, except as otherwise set forth in this Agreement.
In no event shall Merrill, the Banks or any third party providing services
pursuant to this Agreement be liable for lost profits or any special,
consequential or exemplary damages of any nature resulting from the
conduct of the BIA Service, even if Merrill, the Banks or any such third
party has been notified of the possibility of such losses or damages,
provided, however, that this shall not limit any party’s liability for
compensatory damages due to gross negligence or willful misconduct.
14. Extraordinary Events
Merrill shall neither be responsible for any loss sustained by the Customer,
nor have any obligation to provide services to the Customer or its
Securities Account, when and to the extent that Merrill, or any party that
provides services or facilities to Merrill in connection with the BIA Service,
is prevented from doing so by government acts or restrictions, exchange
or market rulings, suspension of trading, electronic or telephone failures,
labor disputes, civil commotion, enemy action, war, acts of terrorism, or
any other cause not within Merrill’s or such other party’s control.
15. Amendments and Additional Documentation
Merrill and the Banks (as applicable) shall have the right to amend this
Agreement by modifying or rescinding any of its existing provisions or by
adding new provisions, by sending written notice to the Customer at least
60 days before the effective date of the amendment. Merrill, the Banks or
their affiliates, shall have the right to amend the Documents at any time
with such advance notice as may be stated in the Documents, or if not
stated, without prior notice. Nothing in this Agreement shall be read to
limit the right of Merrill to make any change, amendment or termination
of the BIA Service, the Agreement, or the Documents. The Customer
understands that there may be additional documentation required by
applicable law or the policies and procedures of Merrill or the Banks. The
Customer shall promptly comply with any such requests for additional
documents.
16. Miscellaneous
(A) Severability
If any provisions of this Agreement are held to be invalid, illegal, void or
unenforceable by reason of any law, rule, administrative order or judicial
decision, all other provisions of this Agreement shall nevertheless remain
in full force and effect.
(B) Joint and Several Liability
If there is more than one Customer or person signing this Agreement,
their obligations under this Agreement shall be joint and several.
(C) Costs of Collection
To the extent permitted by applicable law, the Customer shall pay the
reasonable costs and expenses of collection, including attorneys’ fees,
for any unpaid balance in the Securities Account or other amounts owed
by the Customer to Merrill, its agents, or the banks pursuant to this
Agreement.
(D) Captions and Headings
Captions and headings of this Agreement are not part of this Agreement
and shall not be considered in its interpretation.
(E) Integration
Subject to Merrill’s right to amend this Agreement and the Documents
in Section 13, this Agreement, the Documents and all other documents
incorporated herein by reference or required by Merrill in connection
herewith, constitutes the entire understanding of the parties with respect
to the subject matter hereof.
(F) Applicable Rules and Regulations
All transactions in the Securities Account and all Margin Lending Program
transactions shall be subject to the constitution, rules, regulations,
customs, usages, rulings and interpretations of the exchange or market
and its clearing house, if any, on which such transactions are executed
by Merrill or its agents, including subsidiaries and affiliates of Merrill,
and if not executed on an exchange, FINRA. Nothing in this provision,
however, shall be read to create any right in the Customer to enforce any
provision of such constitution, rules, regulations, customs and usages
against Merrill. 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.
(G) Authorizations
If the governing documents of the Customer require two or more persons
to authorize the conduct of the Customer’s business, or if any Authorized
Representatives of the Customer are entities with such requirements,
the Customer shall implement procedures to assure that any orders or
other instructions (including, but not limited to, trading, withdrawals of
funds and/or other assets by check, letter of instruction, wire or Card
transaction) given to Merrill are those of the Authorized Representatives
Page 9 | MerrillEdge Self-Directed Investing BIA Account Agreement and Program Description Code 470076PM-0824
(as defined in the Authorization Form) acting jointly within the extent
of their authority, even if such orders or instructions are conveyed by
only one Authorized Representative to Merrill. Merrill shall be under
no duty or obligation whatsoever to verify, confirm, inquire
into or otherwise assure that any instructions or orders given
to it by any one Authorized Representative, or by any one
individual acting on behalf of an Authorized Representative
which is an entity, are authorized acts of the Customer. In the
event of conflicting instructions, Merrill reserves the right to take no
action with respect to such instructions until the dispute is resolved to
the satisfaction of Merrill. The Customer shall hold Merrill, its affiliates,
officers, agents and employees harmless from any losses arising from
Merrill’s reliance on and action taken based on instructions from any one
Authorized Representative, or by any one individual acting on behalf of
an Authorized Representative which is an entity. If Merrill believes there
is a dispute concerning the control or ownership of assets in Customer’s
Securities Account, Merrill may, but is not obligated to, take one or more
of following actions, without any liability, until such dispute is resolved to
our satisfaction:
• Restrict activity in the Securities Account;
• Require that all instructions be in writing, signed by a duly authorized
representative of Customer or, if applicable, all account holders or persons
claiming ownership or authority to control the Securities Account;
• Suspend or terminate the BIA Service; and/or
• File an interpleader action in an appropriate court at the expense of the
Customer.
(H) Special Accounts
Merrill has modified the conditions of the BIA Service for certain
group plans and different categories of Customers. Merrill may charge
Customers different fees from those charged to other participants in the
BIA Service. Merrill may make available different Money Accounts and
other services and features. It is anticipated that Merrill will continue to
offer modified versions of the BIA Service.
(I) Third-Party Research
Merrill may offer you access to third‑party research on certain U.S. and
non‑U.S. equity and fixed income securities. You agree that neither Merrill
nor any of its affiliates bears any responsibility or liability for third‑party
research or its content which may be made available to you. You assume
full responsibility for any trading decision you make based on third‑party
research. Access to third‑party research is provided for informational
purposes only and does not constitute investment advice. Merrill does not
endorse or otherwise adopt third‑party research reports or ratings.
(J) Substitute Payments
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 polices 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.
(K) Non-U.S.-Issued Securities
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.
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.
(L) Referral Policy
MerrillLynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”)
is an affiliate of BankofAmerica, N.A. and other subsidiaries of
BankofAmerica Corporation (collectively, “Merrill”). Merrill is one of
the world’s largest financial institutions, serving individual consumers,
small‑ and middle‑market businesses, institutional investors, large
corporations and governments with a full range of banking, investing,
asset management and other financial and risk management products and
services. In the event Merrill refers your business among its affiliates to
provide you with certain products or services, Merrill (or its employees or
representatives) may receive financial or other benefits for such referrals.
(M) Compliance with Applicable Laws
You represent that you and any beneficial owner(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.
(N) Investment Policy Statements — Responsibility to
Review And Monitor
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 Client’s Merrill
Account(s), Merrill shall not have any responsibility to review, monitor,
oradhere to your IPS or similar document.
(O) Revised Uniform Fiduciary Access to Digital Assets Act
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” online access to such client’s account(s) provided
that the client’s fiduciary creates his/her own user name and password,
Page 10 | MerrillEdge Self-Directed Investing BIA Account Agreement and Program Description Code 470076PM-0824
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. Online 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 online access cannot be reasonably
granted to such authorized fiduciary, hard copies of the information/
documents requested by the authorized fiduciary may be provided.
17. Representations as to Ownership and Capacity
toEnter into Agreement
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 account or accounts of the Customer with Merrill. If this 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, 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 Securities Account. If Customer is a sole proprietor, Customer
represents that Customer is of legal age to contract in Customer’s
jurisdiction of residence. The Customer represents that no person having
an ownership interest in 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.
To the extent applicable, if the Customer is a series limited liability
company (LLC) or a limited liability partnership (LLP), or a series of a
series LLC or an LLP, then the Customer agrees that it has not and
will not, nor has or will the LLC or LLP or any of its series, amend the
underlying LLC or LLP agreement, the certificate of formation or other
similar document, or enter into any other agreement, that would permit
for debts of the LLC, LLP or any of its series to be enforceable against
other series or the LLC or LLP as a whole, and vice versa.
18. Applicable Laws
This Agreement, with respect to all aspects of the BIA Service,
including margin interest charges, shall be governed by and
construed in accordance with the laws of the State of New
York, except as follows: The terms of the agreements with
BankofAmerica, N.A. are governed by federal and North Carolina
law and the terms of the agreement with BankofAmerica
California, N.A. are governed by federal law.
19. Arbitration of Controversies with MerrillLynch,
Pierce, Fenner & Smith Incorporated
This Agreement contains a predispute arbitration clause. By
signing an arbitration agreement the parties agree as follows:
• All parties to this Agreement are giving up the right to sue each
other in court, including the right to a trial by jury, except as
provided by the rules of the arbitration forum in which a claim
isfiled.
• Arbitration awards are generally final and binding; a party’s
ability to have a court reverse or modify an arbitration award
isvery limited.
• The ability of the parties to obtain documents, witness
statements and other discovery is generally more limited
inarbitration than in court proceedings.
• The arbitrators do not have to explain the reason(s) for their
award unless, in an eligible case, a joint request for an explained
decision has been submitted by all parties to the panel at least
20days prior to the first scheduled hearing date.
• The panel of arbitrators may include a minority of arbitrators
who were or are affiliated with the securities industry.
• The rules of some arbitration forums may impose time limits
forbringing a claim in arbitration. In some cases, a claim that
isineligible for arbitration may be brought in court.
• The rules of the arbitration forum in which the claim is filed,
and any amendments thereto, shall be incorporated into this
agreement.
You agree that all controversies that may arise between us shall be
determined by arbitration. Such controversies include, but are not
limited to, those involving any transaction in any of your accounts
with Merrill, or the construction, performance or breach of any
agreement between us, whether entered into or occurring prior,
onor subsequent to the date hereof.
Any arbitration pursuant to this provision shall be conducted only
before the Financial Industry Regulatory Authority, Inc. (FINRA)
or an arbitration facility provided by any other exchange on
which Merrill is a member, and in accordance with the respective
arbitration rules then in effect of FINRA or such other exchange.
You may elect in the first instance whether arbitration shall be
conducted before FINRA or another exchange of which Merrill is a
member, but if you fail to make such election by registered letter
addressed to Merrill at the office where you maintain your account
before the expiration of five days after receipt of a written request
from Merrill to make such election, then Merrill may make such
election. Judgment upon the award of arbitrators may be entered
inany court, state or federal, having jurisdiction.
Judgment upon the award of arbitrators may be entered in any court,
state or federal, having jurisdiction.
No person shall bring a putative or certified class action to
arbitration, nor seek to enforce any pre-dispute arbitration
agreement against any person who has initiated in court a putative
class action, or who is a member of a putative class who has not
opted out of the class with respect to any claims encompassed by
the putative class action until: (i) the class certification is denied;
or (ii) the class is decertified; or (iii) the Customer is excluded from
the class by the court. Such forbearance to enforce an agreement
to arbitrate shall not constitute a waiver of any rights under this
Agreement except to the to the extent stated herein.
20. Customer Information and Due Diligence
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.
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.
MerrillLynch Bank Deposit
ProgramDisclosure
This section describes the manner in which free credit balances of
customers of the Business Investor Account (BIA) Financial Service
will be deposited in bank deposit accounts established in the name of
MerrillLynch as your agent at either BANA and/or BA‑CA, by MerrillLynch.
Thisfeature is called the MerrillLynch Bank Deposit Program.
Page 11 | MerrillEdge Self-Directed Investing BIA Account Agreement and Program Description Code 470076PM-0824
If you subscribe to the MerrillLynch Bank Deposit Program for your
BIAAccount, MerrillLynch, as your agent, will establish two bank deposit
accounts on your behalf at BANA and/or BA‑CA: (1) a DDA; and (2) an
MMDA. The DDAs and MMDAs established through the MerrillLynch
BankDeposit Program are each a Deposit Account.
How the Program Works
1. Deposits for BIA Accounts
The timing of the deposit of available free credit balances will be as set
forth in the BIA Account Agreement and Program Description.
For your BIA Account, free credit balances of up to $246,000 are remitted
automatically for deposit by MerrillLynch, acting as your agent, to your
Deposit Accounts established by MerrillLynch at BANA. MerrillLynch
will make this deposit on your behalf without reference to the amount
deposited with BANA through any other amounts you may have on
deposit with BANA.
If your Deposit Account balances with BANA reach $246,000, then
free credit balances are remitted for deposit to your Deposit Accounts
established by MerrillLynch at BA‑CA, until Deposit Account balances
at BA‑CA (from your BIA Account) reach $246,000. If your Deposit
Account balances at BA‑CA (from your BIA Account) reach $246,000,
subsequent funds will be deposited in your Deposit Accounts at BANA,
even if the amounts then deposited in BANA through the MerrillLynch
Bank Deposit Program exceed $250,000. All deposits made to the
Deposit Accounts will be made to your MMDAs, except as described under
“TransfersandWithdrawals.”
2. Transfers and Withdrawals
Withdrawals will be made from your DDAs by MerrillLynch as your agent
as necessary to satisfy debits (securities purchases, checks, and other
charges) in your BIA Account. If you have Deposit Accounts only with
BANA, then withdrawals will be made from your Deposit Accounts at
BANA. In general, if you have Deposit Accounts at both BANA and BA‑CA,
withdrawals will be made from your Deposit Accounts in the reverse of the
order in which deposits are made to the accounts.
If funds in a DDA are insufficient to satisfy a debit, funds in the MMDA at
either BANA or BA‑CA will be transferred to the DDA at BANA or BA‑CA
to satisfy the pending withdrawal, plus a “cushion” to be determined from
time to time by MerrillLynch. Certain transfers from an MMDA may be
subject to a limit of six during a monthly statement cycle, and certain
aggregation rules may apply to transfers from the MMDAs at BANA or
BA‑CA. At any point during a month in which transfers from the MMDAs at
BANA or BA‑CA have reached the applicable limit, funds will be transferred
from all MMDAs you have at BANA or BA‑CA to the related BTAs. For the
remainder of the month, free credit balances in your BIA Account will be
deposited in your DDAs instead of the MMDAs as described above. At the
beginning of each month, all funds in the DDAs (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 or BA‑CA
through the MerrillLynch Bank Deposit Program.
As required by federal regulations, BANA and BA‑CA reserve the right
to require seven days’ prior notice before permitting a transfer out of
the MMDAs. BANA and BA‑CA have not exercised this right in the past.
TheDDAs and MMDAs are not transferable.
Additional disclosures — MerrillLynch Bank
Deposit Program
Interest
Balances at BANA and BA‑CA will earn the same interest rate and rate of
return. Interest rates may change daily.
You can access current interest rate information on merrilledge.com by
accessing the “Deposit Account & Money Fund Rates” link at the bottom
ofeach page or by calling the Investment Center at
877.653.4732.
Interest rates are based on economic and business conditions, and
interest rates will be tiered based upon your relationship with Merrill and
BankofAmerica as determined by the value of assets in your account(s).
BIA Accounts enrolled in IA Programs will be assigned Tier 5.
Generally, MLBDP deposits in a BIA Account assigned to a higher tier
(as defined in the BIA Account Agreement and Program Description)
will receive higher interest rates than MLBDP deposits in a BIA Account
assigned toalowertier.
For more information on tiering, please see the Basic Cash
Management Services section 6 (B) of the BIA Account Agreement
andProgramDescription.
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 either
BANA or BA‑CA for comparable accounts. You should compare the terms,
rates of return, required minimum amounts, charges and other features
of the deposits at either BANA or BA‑CA with other accounts, sweep
programs and alternative investments offered by or through Merrill or other
institutions.
Interest will accrue on MLBDP balances from the day they are deposited
to either BANA or BA‑CA to (but not including) the date of withdrawal,
and will be compounded daily and credited monthly. Both BANA and BA‑
CA use the daily balance method to calculate interest on the accounts.
This method applies the applicable rate to the principal in the account
eachday.
Account Statements and Information
All deposits to and withdrawals from BANA and BA‑CA will be confirmed
and appear in chronological sequence on monthly statements. In addition,
the statement will show the total of your opening and closing balances
for the period at BANA and/or BA‑CA. To determine your total deposits in
BANA and/or BA‑CA through the MerrillLynch Bank Deposit Program, you
will need to add the balances shown on each statement. Thestatements
will also include interest earned for the period at BANA and/or BA‑CA.
You may obtain information about your accounts with either BANA and/or
BA‑CA, including balances, checking activity and current interest rates,
by calling the Investment Center at 877.653.4732. You can also access
current interest rate information on merrilledge.com by accessing the
“Deposit Account & Money Fund Rates” link at the bottom of each page.
Your Relationship with Merrill
MerrillEdge Self‑Directed Investing is the marketing name for self‑
directed online investing available through MerrillLynch, Pierce, Fenner
& Smith Incorporated (MLPF&S). Neither Merrill, nor any Merrill
representative, will provide any tax, legal or investment advice nor
give any advice or offer any opinion regarding the suitability of any
security, order or transaction in a MerrillEdge Self‑Directed Investing
account. No Merrill Research opinion or Independent Research opinion
or asecurity on any list (such as our US 1 Stock List) or any information
provided to clients either on our website or by mail or any other means
constitutes a recommendation to a specific client to purchase, hold or
sell any investment. You agree that any investments you make through
MerrillEdge Self‑Directed Investing, whether based information obtained
from Merrill or otherwise, will be solely your own decisions and based
on your own evaluation of your personal investment risk profile and your
investment objectives.
In addition to retaining the sole responsibility for investment decisions,
you understand and agree that you are responsible for knowing the
rights and terms of all securities in your account, specifically including
valuable rights that expire unless the holder takes action. This includes,
but is not limited to, warrants, stock rights, convertible securities, bonds,
and securities subject to a tender or exchange offer. You understand and
agree that Merrill accepts no obligation to notify you of any upcoming
expiration or redemption dates, or, except as required by applicable law or
regulation, to take any action on your behalf without specific instructions
from you. You also agree that all dividends and interest payments credited
to your account shall accumulate rather than be paid to you upon receipt,
Page 12 | MerrillEdge Self-Directed Investing BIA Account Agreement and Program Description Code 470076PM-0824
but shall be subject to your withdrawal from time to time upon request for
a check or other funds transfer.
Merrill is acting as agent for its Customers for the deposits at BANA and/
or BA‑CA. Merrill establishes an omnibus account at BANA and BA‑CA
to hold the deposits on your behalf. No evidence of ownership, such as a
passbook or certificate, will beissuedto you.
As central asset accounts, the BIA Account is an investment and money
management vehicle. The BIA Account is not a bank account. Inaddition,
all transactions are effected through Merrill, as agent, and not directly
between you and BANA or BA‑CA.
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. Deposits with BA-CA are obligations
ofBA-CA 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 BANA and BA-CA.
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.
Merrill may, in its sole discretion and without advance notice, terminate
your use of the BIA Account. Either BANA or BA‑CA may also terminate, in
its sole discretion and without notice, your MMDA and BTA. If Merrill does
not wish to continue to act as your agent with respect to your MMDAs
and BTAs, you may deal directly with either BANA or BA‑CA, 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 MMDAs and BTAs established for you at
either BANA or BA‑CA, you may establish a direct relationship with either
BANA or BA‑CA, subject to its rules with respect to maintaining such
accounts, by requesting to have the MMDA established in your name. This
will result in severance of the MMDAs and BTAs from your account.
As stated in the BIA Agreement, Merrill may delay payment from your
MMDAs and BTAs for a certain number of days based upon factors
including whether the source of funds placed in your BIA Account was an
electronic funds transfer, check, draft or similar instrument.
Other Investment Options
The Business Investor Account does not offer any other options for
the automatic “sweep” of your cash balances. Merrill offers a number
of investment alternatives that may be considered comparable to cash
deposits held at BANA and/or BA‑CA, and some of these alternatives may
pay a higher return than the interest rate paid on bank deposit balances
held at BANA and/or BA‑CA.
About Deposit Insurance
FDIC Insurance
FDIC insurance covers all deposit accounts at an FDIC insured
bank, whichincludes MerrillLynch Bank Deposit Program deposits.
Depositsmaintained in different categories of legal ownership — such
as individual accounts, joint accounts, business 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.
Your FDIC protection takes effect as soon as BANA and/or BA‑CA receives
your deposits from Merrill. Under the MerrillLynch Bank Deposit Program,
amounts in excess of the SMDIA may be deposited into BANA and/or
BA‑CA. For purposes of determining FDIC deposit insurance coverage,
deposits (including CDs) you maintain at the same Bank in the same legal
ownership category, either directly or through any other account at Merrill
or any other intermediary, will be aggregated.
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
MerrillLynch Bank Deposit Program deposits, CDs or any other
deposits.
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 MMDAs and BTAs. Merrill will not be obligated to
credit your BIA account with funds in advance of their payment to Merrill by
the FDIC. Each MMDA and BTA constitutes a direct obligation of the issuing
depository institution and is not directly or indirectly an obligation of Merrill.
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 FDIC coverage. Any
deposit opened at the acquired institution after the acquisition will be
aggregated with deposits established with the acquirer for purposes of
FDIC coverage.
Important Deposit Insurance Considerations
Funds on deposit in the same form of legal ownership at BANA and BA‑CA
are eligible for insurance by the FDIC, up to the SMDIA (including principal and
accrued interest). 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 bank will
be aggregated. Amounts on deposit at BANA or BA‑CA in the same insurable
capacity (including CDs and other deposits you may have) in excess of the
applicable FDIC insurance limit will not be covered byFDICinsurance.
If you have other BIA Accounts (same depositor, same ownership
category) that sweep funds to BANA and BA‑CA, you should note that
remittances of funds from these accounts are made by Merrill, as your
agent, on an automated and independent basis. Merrill will not monitor
and adjust deposits with BANA and BA‑CA to achieve the greatest
deposit insurance coverage for you between or among your BIA Accounts.
Customers with more than one BIA Account that sweeps available cash
balances to BANA and BA‑CA should consider various alternatives to
lessen the amount of their uninsured deposit balances. These alternatives
may include selecting a different Money Account into which available cash
balances for their second (or additional) accounts are swept, if available,
and carefully monitoring and periodically adjusting the amount of their
deposit balance with BANA and BA‑CA.
Payments Under Adverse Circumstances
In the event that FDIC 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 during which the FDIC
must make available such insurable payments, you should be prepared for
the possibility ofan indeterminate delay in obtaining insurable payments.
In addition, you may be required to provide certain documentation to the
FDIC and to Merrill before any insurance payouts are released to you.
Additional Information from the FDIC
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 www.fdic.gov.
Page 13 | MerrillEdge Self-Directed Investing BIA Account Agreement and Program Description Code 470076PM-0824
Margin Truth-In-Lending
DisclosureStatement
1. Rates
(a) If the Customer has elected the Margin Lending Program, the
Customer may obtain loans through its Securities Account based on the
value of eligible securities for the purpose of buying, trading or carrying
securities or for a non‑securities purpose including transfer of cash to
your other accounts. Interest rates for margin loans are variable and
depend in part on the amount owed to Merrill.
(b) The Merrill “Base Lending Rate” will be used for determining interest
rates to be charged on credit extended to the Customer. The Base
Lending Rate, which will be adjusted from time to time, is set by Merrill
with reference to commercially recognized interest rates. The rates at which
interest is charged are based on a sliding scale of percentages added to the
current Base Lending Rate. Refer to the chart below for Merrill’s current
percentages added to its Base LendingRate.
Average Daily
DebtBalances
Schedule of Percentages
Addedtothe Base Lending Rate
$0 to $24,999 3.375%
$25,000 to $99,999 2.250%
$100,000 to $499,999 0.875%
$500,000 to $999,999 0.625%
$1,000,000 to $4,999,999 0.000%
$5,000,000 to $9,999,999 –0.500%
$10,000,000 and above –0.750%
As of June 15, 2018
(c) The Monthly Statement will indicate the specific interest rate, the
average daily debit balance of the account, the number of days during
which a debit balance was outstanding in the Securities Account and the
actual interest charge made for the charge period. For each charge period
in which there is a change in the Base Lending Rate, the statement of
account will separately itemize that information with respect to each rate
of interest that was applied to the account during the charge period. The
foregoing rates may be varied in individual situations, as warranted, at
Merrill’s discretion.
2. Adjustment of Rate Without Prior Notice
(a) The interest rate applicable to Margin Lending Program loans are
subject to change without prior notice in accordance with changes in
the Base Lending Rate. If there is a change in the Base Lending Rate
during the charge period, the rate of interest applied will automatically be
increased or decreased accordingly for the remainder of the charge period
or until another change in the Base Lending Rate occurs. If the method of
calculating the rate is to be changed for any other reason, the Customer
will receive at least 30 days’ written notice prior to suchchange.
Margin Interest Rates Effective February 22, 2022
If the Customer has elected the Margin Lending Program, the Customer
may obtain loans through its Securities Account based on the value of
eligible securities for the purpose of buying, trading or carrying securities
or for a non‑securities purpose. Interest rates for margin loans are variable
and depend in part on the amount owed to Merrill.
Customer interest rate will be the current MerrillLynch Base Lending
Rate (BLR) plus a supplementary percentage or “spread” based on (1)
Customer’s average daily loan or debit balance; and (2) the value of the
assets and liabilities in your “Relationship Group” at the time that the
Customer’s account is approved for the Margin Lending Program or when
your Relationship Group is reset, which can be done at the Customer’s
request. Your “Relationship Group” is defined as: (i) Customer accounts at
Merrill, and (ii) in Merrill’s discretion, the Customer’s accounts and eligible
accounts of others in the Customer’s household at Merrill and Merrill’s
affiliates, such as BankofAmerica, N.A. The BLR is adjusted weekly with
reference to commercial interest rates and market conditions. Please note
that the Customer’s 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 the Customer’s Relationship Group, or request that other
accounts be added to or removed from the Customer’s Relationship
Group, or to have the value of the Customer’s Relationship Group reset,
please contact the Investment Center at 877.653.4732.
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 <$100M $100M t o $999M $1MM t o $4.00MM ≥$5MM
Relationship Group Value
<$100M 8.500 7.750 6.750 5.500
$100M t o $249M 8.250 7.50 0 6.500 5.250
$250M t o $499M 8.000 7.250 6.250 5.000
$500M t o $749M 7.750 7.000 6.000 4.750
$750M t o $999M 7.500 6.750 5.750 4.500
$1.0MM to $2.49MM 7.250 6.500 5.500 4.250
$2.5MM to $4.99MM 7.000 6.250 5.250 4.000
$5.0MM to $7.49 MM 6.875 6.125 5.125 3.875
$7.5MM to $9.99MM 6.875 6.125 5.125 3.875
$10MM to $14.99MM 6.750 6.000 5.000 3.750
$15MM to $24.99MM 6.750 6.000 5.000 3.750
$25MM t o $99.99MM 6.500 5.750 4.750 3.500
$50MM to $99.99MM 6.500 5.750 4.750 3.500
≥$100MM 6.250 5.500 4.500 3.250
The Customer’s 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 BIA 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.
The Customer’s 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 the Customer’s Relationship Group if or
when that information is reset. If there is a change in the BLR during a
charge period, the Customer will be charged the new interest rate for
the remainder of the charge period or until another change in the BLR
occurs. If the Customer’s 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, the Customer will receive a written notice at least 30
days before the change.
3. Charge Period
(a) The period for which interest charges are made runs from the last Friday
in 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 the 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 following calendar month.
(b) 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.
(c) The average debit balance entry, which will appear on the Securities
Account Statement, is calculated based upon the number of days on
which there was a debit balance in the Securities Account and not on the
total number of days in either the charge period or the statementperiod.
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Page 14 | MerrillEdge Self-Directed Investing BIA Account Agreement and Program Description Code 470076PM-0824
(d) The Customer’s 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 the Customer’s Relationship Group if or
when that information is reset. If there is a change in the BLR during a
charge period, the Customer will be charged the new interest rate for the
remainder of the charge period or until another change in the BLR occurs.
If the Customer 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, the Customer will receive a written notice at least 30 days
before the change.
4. Computation of Charges
(a) At the close of each charge period during which credit was extended
through the Margin Lending Program, an interest charge is computed by
multiplying the average daily debit balance by the applicable schedule rate
and by the number of days during which a debit balance was outstanding
and then dividing by 360. If there has been a change in the Base Lending
Rate, separate computations will be made with respect to each rate of
charge for the appropriate number of days at each rate during the charge
period. The interest charge for the charge period is due and payable at
the close of the charge period. The exact amount due may be obtained
from the Merrill office servicing the Customer’s account. If the interest
charge is not paid at the close of the charge period, it will be added to the
opening debit balance for the next charge period. This Agreement with
our Customers using the Margin Lending Program service is governed by
the laws of the state of New York, where Merrill maintains its principal
place of business.
5. Short Sales and Short Sales Against the Box
(a) The market value of securities that are sold “short” by a Customer
areadjusted daily for credit purposes by a process called “marking to the
market.” “Short sales against the box” are treated in exactly the same
way asshort sales. The market values of all securities sold short in the
Securities Account, including securities sold short against the box are
treated as a debit for the purpose of calculating interest charges. In other
words, the closing market value of the securities that were sold short
against the box is determined each Business Day and, depending upon
whether the market value increased or decreased, the change in the
market value is either added to the net debit balance or subtracted from
the net credit balance in order to calculate interest charges. The market
value of long securities in the Securities Account against which a short
sale is made is not included in the computation of interest charges. 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. These upward or downward adjustments of balances are for
credit calculation purposes only. Except as noted in the following section,
“Sales Not Long,” in computing interest charges, Merrill offsets any credit
balance in any of the Customer’s securities accounts with Merrill standing
in the same name.
6. Sales Not Long
(a) Customers may have the occasion to sell securities that are owned,
but have not yet been placed into the Securities Account. The securities
must be delivered to Merrill by the settlement date of the transaction. Any
credit resulting from the proceeds of such a sale will not be used as an
offset in computing interest charges until the securities sold are actually
received into the Securities Account in good deliverable form.
7. Options
(a) Options can be traded in an account with the Margin Lending Program
and can be used to hedge a leveraged position. Options cannot be
purchased or sold on credit or borrowed against for purchases. No credit
can be extended on options held. 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 and by securities and options exchanges and other
self‑regulatory organizations. These requirements vary depending on
the underlying interest and the number of option contracts sold. Merrill,
the Federal Reserve Board, the securities and options exchanges and
other self‑regulatory organizations may increase these requirements at
any time. In addition, certain position limits and additional initial equity
and maintenance requirements may be imposed from time to time by
Merrill without prior notice. If these limits and requirements are not met,
Merrill will close out sufficient option contracts to bring the account into
compliance with them. Furthermore, options trading must be approved
in advance by Merrill and additional documents are necessary. Options
transactions involve certain risks and are not appropriate for every investor.
8. Non-Automatic Cash Sweep Funds
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).
9. Liens and Additional Collateral
(a) Securities and other property in any of your accounts with us, except for
those held in retirement accounts, such as IRA’s, are collateral for any debit
balances in any of the Customer’s accounts. A lien is created by these debits
to secure the amount owed to Merrill. Merrill retains the right to require
additional collateral any time Merrill deems it necessary for its protection.
These maintenance calls can be met by the prompt delivery of either
additional acceptable securities or cash.
(b) In accordance with the terms of this Agreement, should the equity in
the Customer’s account(s) fall below minimum maintenance requirements
for the Margin Lending Program, securities in the Customer’s account(s)
may be sold to reduce or satisfy the debit balance. At present, Merrill’s
minimum maintenance requirement for most stocks eligible for the
Margin Lending Program is 30% of their current market value or $3per
share, whichever is greater.
(c) For the purposes of this agreement, “Securities and Other Property” shall
include, but not be limited to, money securities, securities entitlements,
financial assets, investment property, financial instruments, and commodities
of every kind and nature and all contracts and option relating thereto, whether
for present or future delivery. (143b) All Securities and Other Property will be
treated as financial assets under Article 8 of the New York Commercial Codes.
(d) 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.
(e) 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 attorney’s fees that Merrill incurs or pays in connection with such efforts.
Securities-Based Loan
DisclosureStatement
Risk Factors You Should Consider Before
Using Margin or Other Loans Secured by
YourSecuritiesAccounts.
Overview
Merrill is furnishing this Disclosure Statement to provide you with
a summary of the risks involved in purchasing securities on margin
or otherwise borrowing funds secured by assets in your securities
account(s) — 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 lender’s procedures for issuing maintenance calls and liquidating
securities and other assets in your accounts.
Please carefully review your loan agreement and speak to your Financial
Advisor, a Merrill Advisory Center team member or an Investment Center
representative regarding any questions or concerns before trading
securities in a margin account or otherwise using leverage.
Margin
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
accounts with Merrill to maintain the required equity in your account.
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). Please refer to your account documents for more information.
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.
Borrowing for Purposes Other than Margin
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 in a separate loan account with
the lender. For example, the Loan Management Account® (LMA®) is a loan
made by our affiliate, BankofAmerica, N.A., that is secured by a pledge of
assets in your Merrill securities account.
The assets eligible for collateral for these types of loans differ from the
assets eligible for margin loans. For example, investment grade CDs are
eligible assets for non‑margin loans but are not eligible for margin loans.
Interest Rates
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. Interest expense for taxable
securities purchased on margin may be deductible up to net investment
income. Merrill is not a tax advisor and you should consult your
tax advisor regarding your particular situation.
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 for margin, 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.
Your interest rate may be based on your outstanding loan balance (as in
our margin lending program) or on the total credit available (as in the Loan
Management Account). As a result, your interest rate can change without
notice to you in accord with changes to your loan balance or available credit.
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.
Maintenance Requirements
Your pledged assets must meet specified maintenance requirements.
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.
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.
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 a 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.
Margin Risk Disclosure Statement
In accordance with FINRA requirements, Merrill is furnishing this
information to the Customer 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,
the Customer should carefully review the margin terms in this agreement.
As used below, “we” or “us” refers to Merrill.
When the Customer purchases securities, the Customer may pay for the
securities in full, or the Customer may borrow part of the purchase price
from Merrill if the Customer’s account has been established as a margin
account with the Margin Lending Program. If the Customer choose to
borrow funds, the securities purchased are the collateral for the loan to the
Customer. If the securities in the Customer’s account decline in value, so
does the value of the collateral supporting the Customer’s 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 the Customer’s accounts held with us, in order to
maintain the required equity in the account.
It is important that the Customer 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 assets inyouraccount(s).
If the equity in your account falls below the maintenance margin
Page 15 | MerrillEdge Self-Directed Investing BIA Account Agreement and Program Description Code 470076PM-0824
Page 16 | MerrillEdge Self-Directed Investing BIA Account Agreement and Program Description Code 470076PM-0824
requirements or our higher “house” requirements,” we can sell the assets
in your accounts with 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.
• We can sell your securities or other assets without contacting you.
Investors sometimes mistakenly believe that they must be contacted for
a maintenance call to be valid, and that securities or other assets 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 assets without notice to you.
• You are not entitled to choose which securities or other assets 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 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 call. Your failure to satisfy the call may cause us
to liquidate or sell assets inyouraccount(s).
• You are not entitled to an extension of time on a maintenance
call. While an extension of time to meet maintenance requirements
may be available to you under certain conditions, you do not have a right
to the extension.
If you have any questions or concerns about margin and the Margin
Lending Program, please contact the Investment Center at
877.653.4732.
Appendix A – BIA Account Fees
The following fees will be charged in addition to brokerage commissions,
fees, mark‑ups and mark‑downs in connection with securities transaction
in the BIAAccount.
Description BIA Account Fees
Account Fee (per account) No fee
Transaction Fees
Check Deposit ‑ U.S. Currency No fee for the first 10 checks
processed per month, $0.35 per
check thereafter
Stop Payment Fee $25 per item
Domestic and International
Fedwires (Outgoing) ‑ U.S.Currency
$24.95 per item
Domestic Fedwires (Incoming) No fee
Non‑sufficient Funds ‑ Funds
Transfer Service Returned
No fee
Monthly Account Statement No fee
Duplicate Statement
3
$5 per item
Online Services No fee
Miscellaneous
Account Transfer Fee $49.95 per account
Payment Extension $25
Delivery of Securities $50 per security for a certificate
Direct Registration System
Statement
$25 per security
Government Securities $125 per security
Bond Coupon Deposit $5 per issue
Mandatory Exchange $50 per security
Voluntary Exchange $30 per security
3
There is no per item fee when one of the following conditions apply:
− Account has the FBE trait
− Financial Relationship is a Tier 3 or Tier 4. Fees are subject to change.
− Account is enrolled in an IA Program
Unless otherwise noted, all registered trademarks are the property of BankofAmerica Corporation (“BofACorp.”).
Merrill and Merrill Advisory Center are trademarks of BofACorp.
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.
Visa is a registered trademark of Visa International Service Association.
© 2024 BankofAmerica Corporation. All rights reserved. | BRO-06-24-0004 | 08/2024
Important Notice
BCP0704
BUSINESS CONTINUITY PLANNING
Merrill Lynch is responsible for creating and maintaining business continuity plans for all its businesses. In the
event of a business disruption, we have plans designed to allow us to continue operations of critical business
functions, such as entering of client orders, completing securities transactions and providing clients access to
their cash and securities. We accomplish this in part by:
Relocating impacted businesses to designated recovery locations.
Using redundant processing capacity at other locations.
Designing our technology and systems to support the recovery processes for critical business functions.
Using business and technology teams that are responsible for activating and managing the recovery
process.
Adopting a communication plan to ensure that Merrill Lynch employees receive emergency notifications
and instructions via a variety of sources, including in-building announcements, telephone contact, toll-
free phone numbers and Web sites.
Rehearsing our recovery procedures and testing those procedures on a regular basis.
As part of our plans, Merrill Lynch has identified the applications that are critical to each of our business
divisions. These applications are to be implemented in separate production and recovery data centers using
industry-standard practices to copy data from the production site to the recovery site in real time. In most
cases, recovery times will range from nearly instantaneous to approximately four hours. For some business
functions, next-day recovery is projected.
With regard to client assets, nearly all market-traded securities are held in central depositories, such as the
Depository Trust and Clearing Company, rather than in physical certificate form. Ownership of the securities
is reflected on a book-entry record-keeping basis, with the depositories’ participants, such as Merrill Lynch,
maintaining on their records the beneficial ownership positions of their customers. This structure is
recognized worldwide as providing investors with an unsurpassed level of liquidity and security for the assets
they choose to custody with major financial institutions.
As a premier financial service firm, we take our commitment to our clients very seriously and participate
globally in various industry-level discussions regarding business continuity planning under the auspices of
industry organizations. Participation in these types of forums increases our ability to proactively recognize
and manage business disruption risks and coordinate recovery efforts across the financial service industry.
In the event of a disruption, you will be able to receive information about your accounts and instructions on
how to gain access to your funds by calling your Financial Advisor or the toll free number listed on your
account statement.
Although we have taken significant steps to develop and implement sound business recovery plans, we
cannot guarantee that systems will always be available or recoverable after a disaster or significant business
disruption. However, we believe that our planning for such events is robust and consistent with many of the
best practices established within the industry. Any material changes to the above information will be available
on our Web site or upon request.
M00472079D
Merrill Direct Reinvestment Service
When you enroll in the Merrill Direct Reinvestment Service (the
“Service”), you agree to be bound by the terms and conditions
outlined below.
(i) Description. When your investments generate dividends, and in
certain instances, capital gains or other distributions (collectively,
“dividends” or “distributions”), you can decide to either receive
cash payments deposited to your account or to automatically
reinvest the distributions through the Service as an opportunity to
help build the value of your investments. There is no fee for the
Service, and for most account types you pay no commission on
dividends or distributions automatically reinvested in the same
investment through the Service.
1
Additionally, the Service
provides you with the flexibility to have dividends from some
holdings reinvested while having the dividends from other
investments credited as cash directly to your account. You also
have greater flexibility with respect to mutual fund investments
where separate reinvestment elections for dividends and capital
gains distributions are offered.
(ii) Eligible Investments and Accounts. If you enroll in the Service,
you can have dividends from eligible common and preferred
stocks, mutual funds, exchange traded funds (“ETFs”), closed end
funds (“CEFs”), unit investment trusts (“UITs”), and regulated
investment companies (“RICs”) automatically reinvested into
more shares or units of the same stock, fund, trust or company,
generally without commissions or fees charged. You may also
elect through the Service to reinvest capital gains distributions
paid by mutual funds.
Alternative investments (including but not limited to hedge funds,
private equity funds, non-traded real estate investment trusts and
business development companies) are typically not held in “street
name” and dividend reinvestments for alternative investments
are generally offered pursuant to the issuer’s terms and
conditions, and not those of the Service described in this
document. You should refer to disclosures provided to you in
connection with these alternative investments, such as
prospectuses or private placement memorandum and the
subscription agreement (including the subscription agreement
supplement), which include additional information about our
compensation and any dividend reinvestment options offered by
the issuers. For these alternative investments, the terms of the
issuer’s dividend reinvestment options (and not those contained
in this document) apply.
Eligible investments must be held in “street name” (which means
the investments are owned by you but are registered in Merrill
Lynch’s name) in order to participate in the Service. Most eligible
investments that you hold through your Merrill Lynch account are
held in street name.
The Service is an option for most Merrill Lynch account types,
subject to the terms and conditions of any other services or
programs you may participate in. You may confirm your account
eligibility by contacting your financial advisor, a Merrill Financial
1
Individual Investor Accounts, Business Delaware accounts,
Business Investment Accounts (BIA), and Trust Management
Accounts (TMA) are charged a commission of 4.0% on dividend and
distribution reinvestments up to $100.00, the greater of $4.00 or
2.0% on reinvestments between $100.01 and $500.00, and 1.5%
on reinvestments over $500.00.
Solutions Advisor or an Investment Center representative at any
time.
(iii) Service Operations. We will credit cash dividends you receive
from eligible investments to your account on the dividend payable
date. Thereafter, we will debit cash dividends to be reinvested
from your account and combine cash dividends across all
accounts that have elected the Service in the same investment in
order to purchase additional shares or units of that investment.
We will then credit your account following the dividend payable
date with the number of shares or units of the investment,
including fractional shares or units, equal to the amount of
dividends reinvested, divided by the purchase price per share or
unit (the “reinvestment price”). The reinvestment price will be the
price per share or unit of the investment on or around the
dividend payable date or the ex-dividend date (generally for
mutual funds). The reinvestment price may reflect an average
price per share or unit if the investments are purchased in
multiple transactions. The details regarding the actual prices are
available to you upon request.
Reinvestment for certain investments may occur through the
Depository Trust Company (“DTC”) Dividend Reinvestment
program (“DTC program”). DTC and the issuer determine which
investments participate in the DTC program. DTC will allocate
investments purchased through reinvested dividends
(“reinvestment shares”) to us upon receipt from the issuer. For
investments participating in the DTC program, the cash dividends
you receive from eligible investments will be credited from your
account. Thereafter we will debit cash dividends to be reinvested
from your account and combine cash dividends debited across all
accounts that have elected the Service in the same investment.
Upon our receipt of reinvestment shares through the DTC
program, we will credit your account with the number of
reinvestment shares (including fractional shares or units with
issuers whose investment plans accommodate fractional shares
or units) allocated to your account equal to the amount of
dividends reinvested, divided by the reinvestment price
announced by DTC.
We are compensated by issuers of certain hedge funds, private
equity funds, RICs, non-traded REITs and BDCs (typically those
which are considered “alternative investments”) and mutual
funds based on the total market value of investments held by our
clients, which increases if dividends are reinvested.
For certain other investments, such as UITs, the sponsor may
impose additional requirements with respect to any dividend
reinvestment options offered. These requirements will be
described in the prospectus provided to you in connection with
your investment.
 

  

(iv) Enrollment in the Service. Dividends on your investments held
which is at least two business days after you notify us. We reserve
in your Merrill Lynch account are generally paid in cash unless you
take action and indicate that you want to reinvest those
dividends; there is no requirement to participate in the Service.
You may enroll in the Service online by selecting “Help & Support”
or by contacting your financial advisor, a Merrill Financial
Solutions Advisor or an Investment Center representative at any
time. You may specify whether you wish to enroll for all eligible
investments or selected eligible investments in your account.
Automatic dividend reinvestment will commence with the first
dividend having a record date which is at least two business days
after you have notified us of your desire to enroll in the Service
with respect to a particular investment.
If you elect to reinvest dividends and then purchase additional
shares or units of the same investment, dividends for the new
shares or units will also be automatically reinvested.
Changes to reinvestment elections are not allowed between the
record date and the payable date for any investment. If a request
to change reinvestment elections is entered during this period,
changes will not take effect until after the payable date.
Otherwise, you may change your elections by contacting your
financial advisor, a Merrill Financial Solutions Advisor or an
Investment Center representative at any time.
(v) Confirmation of Reinvestment Transactions. We will not
provide you with individual trade confirmations for dividend
reinvestment transactions, as we do for other transactions. Your
periodic account statement will include all transaction details that
would typically appear on a trade confirmation. On your statement
you will see each automatic dividend reinvestment transaction
made pursuant to the Service, including, but not limited to the
date of the transaction, the amount of the dividend paid, the
identity and number of shares or units bought and the purchase
price. You will be able to obtain these transaction details at an
earlier date online or by contacting your financial advisor, a Merrill
Financial Solutions Advisor or an Investment Center
representative beginning on the business day following the
dividend reinvestment transaction. If you currently receive
quarterly account statements, you will receive an additional
monthly account statement for the month in which the dividend
reinvestment transaction was effected.
You will continue to receive a trade confirmation for all securities
transactions entered into outside of the Service unless you have
instructed us otherwise.
(vi) Termination/Amendment of the Service. If your investment
needs or goals change, you may discontinue your enrollment in
the Service online by selecting “Help & Support” or by contacting
your financial advisor, a Merrill Financial Solutions Advisor or an
Investment Center representative at any time. Termination will be
effective with respect to the first dividend having a record date
the right to amend or terminate the Service, in whole or in part at
any time. Changes to your investment holdings, including changes
you may not have initiated, can result in changes or termination of
the Service with respect to such holdings and require action on
your part to re-initiate the Service. You will be notified in advance
of any material amendment that may impact your investments or
termination of the Service.
(vii) Tax. We recommend that you consult a tax advisor to
determine what effect, if any, participation in the Service may
have on your tax situation.
(viii) Other. Your enrollment in the Service is optional. We have not
made any recommendation that you should enroll in the Service
and we are not recommending or offering any advice regarding
the purchase of any investment included as an eligible
investment in the Service. You understand that reinvesting your
dividends does not assure profits on your investments, nor does it
protect against losses in declining markets.
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 American Corporation (BofA Corp.). MLP&S is a registered
broker‐dealer, registered investment advisor, Member SIPC and a wholly owned subsidiary of BofA Corp.
Banking products are provided by Bank of America, N.A., and affiliated banks, Members FDIC and wholly owned subsidiary of BofA Corp.
Investment products:
Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value
Unless otherwise noted, all trademarks are the property of Bank of America Corporation.
© 2020 Bank of America Corporation. All rights reserved.
472079PM-0621
MerrillLynch, Pierce, Fenner & Smith Incorporated (“Merrill”) encourages you to designate a trusted contact person by completing this form.
What is a trusted contact person?
A trusted contact person(s) is an individual (age 18 or older) identified by you, whom Merrillcould contact and disclose information about
your account:
• to address possible financial exploitation;
• to confirm specifics of your current contact information, health status, or the identity of any legal guardian, executor, trustee,
or holder of a power of attorney; or
• as otherwise permitted by Financial Industry Regulatory Authority Rule 2165 (Financial Exploitation of Specified Adults).
What if you previously completed a Contact Authorization Form?
Merrillpreviously made available a Contact Authorization Form, which was similar to the Trusted Contacted Person Form. If you completed
a Contact Authorization Form, Merrillwill treat the contact person(s) you designated as your Trusted Contact Person(s). If you wish to
add, update or remove a previously named contact person(s), please complete and return the Trusted Contact Person Form to the address
noted below.
How do you add a trusted contact person?
For faster service, this form can be completed electronically by signing into your account on merrilledge.com.
or
Please complete this form and fax to 1.877.229.7160 or mail to:
Merrill Document Processing
PO Box 31024
Tampa, FL 33631-3024
(Please retain a copy of this form for your records.)
If you have questions or would like help completing the form,
please call the Investment Center at 877.653.4732.
Trusted Contact Person Form
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.
Investment products:
page 1 of 2
Merrill
Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value
page 2 of 2
Please accept this document as instruction to add a trusted contact person(s) to the following 8-digit Merrill® Account Number and all
other accounts at Merrill® for which I am either account owner or an authorized person.
Name of account owner Mr. Mrs. Ms. Dr. Suffix: Sr. Jr. Merrillaccount number:
–
(first, middle and last)
A trusted contact person(s) is an individual (age 18 or older) identified by you, whom Merrillcould contact and disclose information about
your account:
• to address possible financial exploitation;
• to confirm specifics of your current contact information, health status, or the identity of any legal guardian, executor, trustee,
or holder of a power of attorney; or
• as otherwise permitted by Financial Industry Regulatory Authority Rule 2165 (Financial Exploitation of Specified Adults).
© 2024 Bank of America Corporation. All rights reserved. | SHEET-04-24-0101 | 04/2024 470939PM-EDGE
Trusted Contact Person Form
Primary Trusted Contact Person Information
Alternate Trusted Contact Person Information
Signature
Name of trusted contact person Mr. Mrs. Ms. Dr. Suffix: Sr. Jr.
(first, middle and last)
Street address
Name of trusted contact person Mr. Mrs. Ms. Dr. Suffix: Sr. Jr.
(first, middle and last)
Street address
Relationship (e.g., spouse, child, holder of my power of attorney, lawyer, accountant, etc.)
Relationship (e.g., spouse, child, holder of my power of attorney, lawyer, accountant, etc.)
City
City
Printed name
Signature of client
Date
Date
Email
Email
Work phone
Work phone
Mobile phone
Mobile phone
Home phone
Home phone
State
State
ZIP
ZIP
I understand that (1) I may designate multiple trusted contact persons (use additional copies of this form); (2) Merrillis not required
to contact my trusted contact person(s) but may at their discretion contact one or more of the people I have designated as trusted
contact person(s); (3) the completion of this form is optional and I may withdraw it at any time by notifying Merrillin writing
(use Merrilladdress as shown on the previous page or Merrilladdress shown on account statement). If I would like to change my trusted
contact person, I may do so by providing Merrillwith a newly signed Trusted Contact Person Form with the box checked below to
indicate that the new form supersedes any previous form(s).
Check here if this Trusted Contact Person Form supersedes previous Trusted Contact Person Form(s)
1
CALIFORNIA CONSUMER PRIVACY ACT NOTICE
Last updated December 15, 2022
Legal Entities
BankofAmerica legal entities that utilize the names BankofAmerica, Banc of America, U.S.Trust,
Merrill, and BofA Securities, Inc. as well as the following entities: Managed Account Advisors LLC and
BALInvestment & Advisory, Inc.
Applicability
Your privacy is important to us. This California Consumer Privacy Act Notice (download a printable copy
of this Notice; PDF, requires Adobe Reader) explains how the legal entities listed above (“Company,”
“we,” or “us”) collect, use and disclose personal information relating to California residents covered by
the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020
(collectively, the “CCPA”). This “Notice” constitutes our notice at collection and our privacy policy pursuant
to the CCPA.
Introduction
Under the CCPA, “Personal Information” is information that identifies, relates to, or could reasonably be
linked directly or indirectly with a particular California resident and includes certain categories of Personal
Information discussed below that constitute “Sensitive Personal Information.” The CCPA, however, does
not apply to certain information, such as information subject to the Gramm-Leach-Bliley Act (“GLBA”).
The specific Personal Information that we collect, use, and disclose relating to a California resident
covered by the CCPA will vary based on our relationship or interaction with that individual. For example,
this Notice does not apply with respect to information that we collect about California residents who
apply for or obtain our financial products and services for personal, family, or household purposes. For
more information about how we collect, disclose, and secure information relating to these customers,
please refer to our U.S. Consumer Privacy Notice.
Keeping Personal Information secure is one of our most important priorities. Consistent with our
obligations under applicable laws and regulations, we maintain physical, technical, electronic, procedural
and organizational safeguards and security measures that are designed to protect personal data against
accidental, unlawful or unauthorized destruction, loss, alteration, disclosure or access, whether it is
processed by us or by others on our behalf.
Collection, use and disclosure of Personal Information
In the past 12 months, we have collected and disclosed for our business purposes each of the following
categories of Personal Information relating to California residents covered by this Notice:
• Identifiers such as a real name, alias, postal address, unique personal identifier, online identifier,
Internet Protocol address, email address, account name, Social Security number, driver’s license
number, passport number, or other similar identifiers;
• Any information that identifies, relates to, describes, or is capable of being associated with,
aparticular individual, including, but not limited to, his or her name, signature, Social Security
number, physical characteristics or description, address, telephone number, passport number,
driver’s license or state identification card number, insurance policy number, education, employment,
employment history, bank account number, credit card number, debit card number, or any other
financial information, medical information, or health insurance information;
2
• Characteristics of protected classifications under California or federal law, such as sex and
marital status;
• Commercial information, such as records of personal property, products or services purchased,
obtained, or considered, or other purchasing or consuming histories or tendencies;
• Biometric information;
• Internet or other electronic network activity information, such as browsing history, search history, and
information regarding a California resident’s interaction with an internet website application
or advertisement;
• Geolocation data, such as device location and Internet Protocol (IP) location;
• Audio, electronic, visual, thermal, or similar information such as call and video recordings;
• Professional or employment-related information, such as work history and prior employer;
• Education information, directly related to a student; and maintained by an educational agency or
institution or by a party acting for the agency or institution;
• Inferences drawn from any of the Personal Information listed above to create a profile about a
California resident reflecting their preferences, characteristics, psychological trends, predispositions,
behavior, and attitudes, intelligence, abilities, and aptitudes; and
• The following categories of Sensitive Personal Information:
– Personal Information that reveals:
• A California resident’s Social Security, driver’s license, state identification card, or passport number;
• A California resident’s account log-in, financial account, debit card, or credit card number in
combination with any required security or access code, password, or credentials allowing access to
an account;
• A California resident’s precise geolocation;
• A California resident’s racial or ethnic origin, religious or philosophical beliefs, or union membership;
• The contents of a California resident’s mail, email, and text messages unless the business is the
intended recipient of the communication;
– The processing of biometric information for the purpose of uniquely identifying a California
resident; and
– Personal information collected and analyzed concerning a California resident’s health.
In addition to collecting Personal Information ourselves, we additionally coordinate with third parties to
collect Personal Information on our behalf, which third parties are engaged in one or more of the business
practices described below:
• Delivering advertising and marketing, including on non-affiliated persons’ or entities’ sites and
mobile apps;
• Facilitating events and event management, including virtual and/or in-person events (e.g., hotels,
restaurants, virtual platforms, audio/visual capabilities, food/beverage, transportation services,
etc.); and
• Referral sources, whether for purposes of identifying candidates for employment, identifying new
client opportunities, or recommending vendors or contractors.
3
The categories of sources from which we collected Personal Information are:
• Directly from a California resident or the individual’s representatives;
• Service Providers, Consumer Data Resellers, Credit Reporting Agencies and other similar persons
orentities;
• Public Record Sources (Federal, State or Local Government Sources);
• Information from our Affiliates;
• Website/Mobile App Activity/Social Media;
• Information from Client Directed persons or entities or Institutions representing a Client/Prospect; and
• Information from Corporate Clients about individuals associated with the Clients (e.g., an employee
or board member).
With respect to each category of Personal Information that we disclosed for a business purpose in the
past 12 months, the categories of persons or entities to whom we disclosed that Personal Information are:
• Affiliates of BankofAmerica;
• Service Providers and Contractors who provide services such as website hosting, data analysis,
payment processing, order fulfillment, information technology and related infrastructure, customer
service, email delivery, auditing, marketing, marketing research activities, credit financing, event
management, and real estate management;
• Other Service Providers and Contractors who provide services such as payment, banking and
communication infrastructure, storage, legal expertise, tax expertise, real estate expertise, appraisal
expertise, notaries and auditors, who promote the bank and its financial services and products to
customers and other prospective buyers;
• Other Service Providers and Contractors who enable customers to conduct transactions online
and via mobile devices, support mortgage and fulfillment services, vehicle loan processes and
aggregators (at the direction of the customer);
• Other persons or entities to whom we transfer Personal Information as an asset that is part of a
merger, acquisition or other transaction in which such other person or entity assumes control of all
or part of the business;
• Government Agencies as required by laws and regulations; and
• Other persons or entities with which you may use or direct us to intentionally interact or to which
you may use or direct us to intentionally disclose your Personal Information.
We do not disclose Personal Information to any other categories of third parties.
We collect, use and disclose for our business purposes Personal Information, including Sensitive Personal
Information, relating to California residents to operate, manage, and maintain our business, to provide our
products and services, and to accomplish our business or commercial purposes, including the following:
• Performing services, including maintaining or servicing accounts, providing customer service,
processing or fulfilling orders and transactions, verifying customer information, processing
payments, providing financing, providing advertising or marketing services (except for cross-context
behavioral advertising, a type of targeted advertising), providing analytic services, facilitating event
management and execution, managing our real estate portfolio, or providing similar services;
4
• Helping to ensure security and integrity to the extent the use of Personal Information is reasonably
necessary and proportionate for these purposes;
• Short-term, transient use, including, but not limited to, nonpersonalized advertising shown as part
of a current interaction with us, where the information is not disclosed to a third party and is not
used to build a profile or otherwise alter the California resident’s experience outside the current
interaction with us;
• Auditing related to counting ad impressions to unique visitors, verifying positioning and quality of ad
impressions, and auditing compliance with this specification and other standards;
• Undertaking activities to verify or maintain the quality or safety of a service controlled by us, and to
improve, upgrade, or enhance that service;
• Debugging to identify and repair errors that impair existing intended functionality;
• Undertaking internal research for technological development and demonstration; and
• Complying with laws and regulations and to comply with other legal process and law enforcement
requirements (including any internal policy based on or reflecting legal or regulatory guidance, codes
or opinions).
How long we retain Personal Information
The length of time that we intend to retain each category of Personal Information will depend on
a number of criteria, including (i) the length of time we are required to retain Personal Information
in order to comply with applicable legal and regulatory requirements, (ii) the length of time we may
need to retain Personal Information in order to accomplish the business or commercial purpose(s) for
which such Personal Information is collected, used or disclosed (as indicated in this Notice), and (iii)
whether you choose to exercise your right, subject to certain exceptions, to request deletion of your
PersonalInformation.
Sale or sharing of Personal Information
In the 12 months preceding the date of this Notice, we have not “sold” Personal Information or Sensitive
Personal Information subject to the CCPA nor have we “sold” or “shared” Personal Information or Sensitive
Personal Information of minors under the age of 16.
For purposes of this Notice:
• “sold” means the disclosure of Personal Information or Sensitive Personal Information to a third
party for monetary or other valuable consideration; and
• “shared” means the disclosure of Personal Information or Sensitive Personal Information to a third
party for cross-context behavioral advertising.
In the 12 months preceding the date of this Notice, we “shared” Personal Information for cross-context
behavioral advertising, with respect to California residents covered by CCPA. As of the date of this Notice,
we have ceased such practices and no longer “share” Personal Information. Our prior “sharing” activities
were performed to deliver advertising and marketing, including on non-affiliated third-party sites and
mobile apps, using Personal Information we collected or that you provided to assist our non-affiliated
third-party sites and mobile apps to select bank ads or offers that appealed to you, to display them to you
and to monitor your responses. In connection with such advertising and marketing activities, we previously
“shared” Personal Information with our third-party advertising and marketing vendors who were prohibited
from using that Personal Information for any purpose other than to provide the specifically requested
advertising and marketing services.
5
Though we have ceased “sharing” Personal Information of California residents covered by CCPA, the
categories of Personal Information that we did previously “share” for cross-context behavioral advertising
in the 12 months preceding the date of this Notice are:
• Identifiers such as a real name, alias, postal address, unique personal identifier, online identifier,
Internet Protocol address, email address, account name, Social Security number, driver’s license
number, passport number, or other similar identifiers;
• Internet or other electronic network activity information, such as browsing history, search history,
and information regarding a California resident’s interaction with an internet website application,
oradvertisement;
• Geolocation data; and
• Inferences drawn from any of the Personal Information listed above to create a profile about a
California resident reflecting their preferences, characteristics, psychological trends, predispositions,
behavior, and attitudes, intelligence, abilities, and aptitudes.
How we use Sensitive Personal Information
We only use or disclose Sensitive Personal Information for the following purposes consistent with
CCPARegulations:
• To perform the services or provide the goods reasonably expected by an average California
resident who requests those goods or services. For example, a California resident’s precise
geolocation may be used by a mobile application that is providing them with directions on how
toget to a specific location.
• To detect security incidents that compromise the availability, authenticity, integrity, and
confidentiality of stored or transmitted Personal Information, provided that the use of a California
resident’s Personal Information is reasonably necessary and proportionate for this purpose. For
example, we may disclose a California resident’s log-in information to a data security company that
ithas hired to investigate and remediate a data breach that involved that individual’s account.
• To resist malicious, deceptive, fraudulent, or illegal actions directed at the business and to prosecute
those responsible for those actions, provided that the use of a California resident’s Personal
Information is reasonably necessary and proportionate for this purpose. For example, we may use
information about a California resident’s ethnicity and/or the contents of email and text messages
toinvestigate claims of racial discrimination or hate speech.
• To ensure the physical safety of natural persons, provided that the use of a California resident’s
Personal Information is reasonably necessary and proportionate for this purpose. For example, we
may disclose a California resident’s geolocation information to law enforcement to investigate an
alleged kidnapping.
• For short-term, transient use, including, but not limited to, nonpersonalized advertising shown as part
of a California resident’s current interaction with us.
• To perform services such as maintaining or servicing accounts, providing customer service,
processing or fulfilling orders and transactions, verifying a California resident’s information,
processing payments, providing financing, providing analytic services, providing storage.
• To verify or maintain the quality or safety of a service or device that is owned, manufactured,
manufactured for, or controlled by us, and to improve, upgrade, or enhance the service or device
thatis owned, manufactured by, manufactured for, or controlled by us.
6
Rights under the CCPA
If you are a California resident covered by the CCPA, you have the right to:
(1) Receive this Notice at or before the point of collection of your Personal Information.
(2) Request we disclose to you free of charge the following information covering the 12 months
preceding your request:
a. the categories of Personal Information about you that we collected;
b. the categories of sources from which the Personal Information was collected;
c. the purpose for collecting Personal Information about you;
d. the categories of third parties to whom we disclosed Personal Information about you and the
categories of Personal Information that were disclosed (if applicable) and the purpose for
disclosing the Personal Information about you; and
e. the specific pieces of Personal Information we collected about you.
(3) Request we correct inaccurate Personal Information that we maintain about you.
(4) Request we delete Personal Information we collected from you, unless the CCPA recognizes
anexception.
(5) Be free from unlawful discrimination for exercising your rights under the CCPA
Please see the section below entitled, “How to exercise your rights,” for instructions explaining how you
can exercise these rights described above.
We will acknowledge receipt of your request and advise you how long we expect it will take to respond
if we are able to verify your identity. Requests for specific pieces of Personal Information will require
additional information to verify your identity.
For individuals submitting a request on behalf of another person, we may require proof of authorization
and verification of identity directly from the person for whom the request is made.
For a company or organization submitting a request on behalf of another person, we may require proof of
authorization from the individual such as a power of attorney and verification of identity directly from the
person for whom the request is made.
In some instances, we may not be able to honor your request. For example, we will not honor your request
if we cannot verify your identity or if we cannot verify that you have the authority to make a request
on behalf of another individual. Additionally, we will not honor your request where an exception applies,
such as where the disclosure of Personal Information would adversely affect the rights and freedoms of
another California resident or where the Personal Information that we maintain about you is not subject
tothe CCPA’s access or deletion rights.
We will advise you in our response if we are not able to honor your request. We will not provide Social
Security numbers, driver’s license numbers or government-issued identification numbers, financial account
numbers, unique biometric data, health care or medical identification numbers, account passwords or
security questions and answers, or any specific pieces of information if the disclosure presents the
possibility of unauthorized access that could result in identity theft or fraud or unreasonable risk to data
or systems and network security.
We will work to process all verified requests within 45 days pursuant to the CCPA. If we need an extension
for up to an additional 45 days in order to process your request, we will provide you with an explanation
for the delay.
7
How we process opt-out preferences
We have ceased “cross-contextual behavioral advertising” and do not “share” this data with any third
parties, as such terms are defined by the CCPA.
BankofAmerica permits California residents to automatically exercise their right to opt out of sale/
sharing through opt-out preference signals without having to make individualized opt-out requests.
BankofAmerica treats opt-out preference signals as valid requests to opt out of sale/sharing for
the browser.
How to exercise your rights
If you are a California resident, you may submit a request by:
(1) Completing an Online Personal Information Request Form located at
bankofamerica.com/PI-form or
(2) Calling 888.341.5000.
Questions or concerns
You may contact us with questions or concerns about this Notice and our practices by:
(1) Writing us at:
Individual Rights Operations TX-041-02-08
16001 N Dallas Pkwy Building 1
Addison, TX 75001
(2) Emailing us at [email protected]
Metrics
Please visit bankofamerica.com/ccpa-metrics for data reporting published in accordance with Section
7102 of the California Consumer Privacy Act Regulations.
Changes to this California Consumer Privacy Act Notice
We may change or update this Notice from time to time. When we do, we will post the revised Notice
onthis page with a new “Last Updated” date.
Where you can find this Notice online
You may access this Notice online at bankofamerica.com/CCPA-Notice.
INS-10-22-0226.A
U.S. Affiliate Information
Sharing
Notice
For individuals opening business accounts
Bank of America is made up of a number of financial services provider companies and non-financial companies,
all working together to serve you. One of our most important goals is to make it easier for you to manage your
money by offering you a wide selection of services. To further this goal, we may share information about your
accounts with our affiliated companies to better meet your financial needs and manage our business and risks.
The individual information we may share within Bank of America is categorized in the following ways:
A.
Personally identifiable information —
Information that identifies you, such as name,
address, email address, telephone number and Social Security number.
B.
Application information
—
Information you provide to us on applications and through other
means that will help us determine if you are eligible for products you request. Examples include
personal assets, income and debt.
C. Transaction and experience information
—
Information about transactions and account
activity, such as account balances, payment history and account usage, as well as information
about our communications with you. Examples include your inquiries and our responses.
D. Consumer report
information
—
Information from a consumer report. Examples include
your personal credit score and credit history.
E.
Information
from outside sources
—
Information from outside sources regarding employment,
credit and other relationships that will help us determine if you are eligible for products you request.
Examples include employment history, loan balances, credit card balances, property insurance
coverage and other verifications.
F. Other general information
—
Data from public records that is not assembled or used for the
purpose of determining eligibility for a product or service.
As required by federal law, we also collect information and take actions necessary to verify your
identification.
If you do not want us to share your individual information (application information, consumer report information
and information from outside sources) among our affiliated companies, let us know by using one of the
following methods:
1. Visit us online at bankofamerica.com/privacy.
2. Call us toll-free at 888.341.5000.
Please note that this request will apply to application information, consumer report information and information
from outside sources only. Through the normal course of doing business, including servicing your accounts and
better serving your financial needs, we will continue to share personally identifiable information, transaction
and experience information, and other general information among our affiliated companies. You may have
other privacy protections under state laws, such as those in Vermont and California. To the extent these state
laws apply, we will comply with them in regard to our information practices.
© 2019 Bank of America Corporation | INS-07-19-0624.A 00-36-0450NSB (01/2020)
Federally Required Affiliate Marketing Notice
YOUR CHOICE TO LIMIT MARKETING
• The BankofAmerica companies listed in this document are providing this notice.
• Federal law gives you the right to limit some but not all marketing from all the BankofAmerica affiliated
companies. Federal law also requires us to give you this notice to tell you about your choice to limit marketing
from all the BankofAmerica affiliated companies.
• You may limit all the BankofAmerica affiliated companies, such as the banking, loan, credit card, insurance and
securities companies, from marketing their products or services to you based upon your personal information that
they receive from other BankofAmerica companies. This information includes your income, your account history
and your credit score.
• Your choice to limit marketing offers from all the BankofAmerica affiliated companies will apply for at least
5years from when you tell us your choice. Before your choice to limit marketing expires, you will receive a
renewal notice that will allow you to continue to limit marketing offers from all the BankofAmerica affiliated
companies for at least another 5 years.
• You may tell us your choice to limit marketing offers, and you may tell us the choices for other customers who
arejoint account holders with you.
• This limitation will not apply in certain circumstances, such as when you have an account or service relationship
with the BankofAmerica company that is marketing to you.
• For individuals with business purpose accounts, this limitation will only apply to marketing to individuals and not
marketing to a business.
To limit marketing offers, contact us at 888.341.5000.
BankofAmerica Companies:
This notice applies to all BankofAmerica U.S. legal entities that utilize the names:
BankofAmerica
BancofAmerica
PrivateBank
Merrill
These entities include banks and trust companies; credit card companies; brokerage and investment companies; and
insurance and securities companies. In addition, this notice applies to the following BankofAmerica U.S. companies:
Managed Account Advisors LLC
BAL Investment & Advisory, Inc.
© 2023 BankofAmerica Corporation l INS-07-23-0741.H
00-36-0456NSB (01/2024)
Rev. 01/2024