IT IS AGREED BETWEEN BofA Securities, Inc. (BofAS)(24) AND YOU THAT:
- All transactions are subject to the constitution, rules, customs, usages and rulings of the exchange or market and its clearing house, if any, where executed, as well as applicable federal and state laws and regulations, FINRA rules and the provisions of any other written agreement and shall be governed by the laws of the State of New York, excluding choice of law principles.
- This confirmation shall be deemed conclusive if not objected to in writing within ten (10) business days after delivery or communication to you. We reserve the right to correct any errors.
- Time of execution will be provided upon written request.
- All purchase transactions for your account require by settlement date: (a) with respect to a cash account, full payment and (b) with respect to a margin or good faith account, any required margin. All purchase transactions in a cash account are based on your agreement that you will promptly make full cash payment for the security or asset before selling it and that you do not contemplate selling it prior to making such payment, with the understanding that net settlement of transactions done on a DVP/RVP basis may be permitted at our discretion. All sale transactions in a cash account are based on your representation that you own the security and that you will deposit it promptly in your account (if not already held therein). Late delivery may result in additional charges for premium payment on securities borrowed. BofAS reserves the right to close transactions through buy ins or sell outs without further notice when BofAS deems such action appropriate.
- BofAS will hold for your account all securities bought and proceeds of securities sold unless you instruct us otherwise.
- If BofAS carries your securities in a cash account and these securities have been sold to you or purchased from you in this account, until these securities have been paid for in full, such securities may be hypothecated under circumstances which will permit the commingling thereof with securities carried for the account of other customers. If you have pledged securities or other property to BofAS as collateral, until all your obligations of any kind to BofAS are discharged, we may without notice to you (a) pledge or hypothecate such securities or property, including under circumstances that will permit them to be commingled with securities or property of others and (b) lend, sell or otherwise transfer such securities or other property owned by you or deliver the same on others' contracts of sale without BofAS having in its possession and control for delivery a like amount of similar securities or property.
- 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 (IRAs), and all proceeds of the foregoing, shall be subject to a lien for the discharge of any and all indebtedness or any other obligations you may have to BofAS or any BofAS affiliate. Securities and other property held in retirement accounts are not subject to this lien, and are not used as security for the payment of your obligations or indebtedness for other accounts you maintain with BofAS. You agree that BofAS holds all 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 BofAS in any account in which you have an interest. Subject to applicable laws, BofAS 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 BofAS having made any advances in connection with such security and other property and without regard to the number of accounts you may have with BofAS. In enforcing the lien, BofAS, at its sole discretion, may determine which securities and other property are to be sold or which contracts are to be closed.
- If securities loaned for a short sale are no longer available, BofAS reserves the right to decide, by random selection, which positions will be subject to a buy-in.
- It is your responsibility to cancel any open order for your account, including, under circumstances when entering a substitution order.
- Except for certain custodian accounts, BofAS holds all bonds and preferred securities in bulk segregation. In the event of a partial call, the securities to be called will be selected at random; the probability of your holdings being selected will be in proportion to all such securities held with us. We may not receive any allocations from the depository for any such partial call. If we do receive such an allocation, your position may not be selected in the random process. Callable securities may be called prior to your receipt of any notice (unless you are the registered holder).
- Municipal and other bonds may have call features that could affect the yield; BofAS will provide information on written request. Debt securities (including municipal securities) with a zero coupon, if callable, may be called at a price below their maturity value.
- If this transaction is for a single mortgage-backed security pool that is TBA eligible during the applicable distribution period, additional pool information is available by telephoning the toll free number for the issuer found in the issuer's offering documents.
- Any attempt by you to vote securities will be void if such securities are not in our possession or control. For the purposes of proxy voting, customers will not be notified that the securities are not in BofASs’ possession or control or that a vote was void.
- If this transaction involves a debt security subject to redemption, such security may be redeemed in whole or in part before maturity. Such redemption could affect the yield represented. BofAS will provide information on written request.
- When a security is quoted ex-dividend or ex-interest, all buy, sell, stop and sell stop limit orders will be reduced on the ex-date by the value of the payment unless otherwise specified. When a security is ex-rights or ex-distribution, such orders will be reduced without exception. All sell, buy stop and buy stop limit orders will not be reduced.
- BofAS acts as a market maker, dealer, block positioner or arbitrageur in certain securities. BofAS may act to stabilize or maintain the market price of certain securities at a level above that which might otherwise prevail on the open market. Such stabilization may be discontinued at any time. As a result of these activities, BofAS may have a position on the opposite side of a transaction that we execute for you and may profit from such trading. In certain cases, there may not have been any market in such securities other than that made by BofAS. We reserve the right to offer for sale and to sell from time to time as principal or agent an amount of the securities described on the front hereof in excess of the amount owned by us (or the seller for whom we act as agent) at the time such offers and/or sales are made. Such offers or sales ("short sales" or "overallotments") may or may not be made in conjunction with stabilizing transactions.
- Where a foreign currency is indicated in the security description or where you choose to convert from the currency in which the security or payment thereon is denominated, information provided as to principal, interest, dividend and yield is subject to fluctuation in applicable exchange rates and costs. Any foreign currency conversion may have been conducted through BofAS or an BofAS affiliate, which may have profited in connection with such conversion.
- Transactions executed in non-U.S. markets may have been conducted through a BofA affiliate.
- For transactions executed as principal, BofAS bought or sold the security for or from its own account. For investment advisory accounts, execution as principal was done after pre-trade disclosure and with your consent. In non-discretionary advisory accounts you may revoke your general consent to principal trades at any time in writing on a form provided by your Advisor. For transactions executed as agent, the name of the other party to the transaction (where applicable) and the source and amount of any additional remuneration received will be furnished upon written request.
- The term "Quantity," in the case of fixed income securities, is the principal amount. For reported securities, unless otherwise indicated "price" is the reported price.
- If this transaction involves an asset-backed security (an interest in or an interest secured by a pool of receivables or other such financial assets that are subject continuously to prepayment), then its actual yield may vary according to the rate at which the underlying receivables or other financial assets are prepaid. Information concerning the factors that affect yield (including at a minimum estimated yield, weighted average life and the prepayment assumptions underlying yield) will be provided upon written request.
- If this transaction involves a "When-As and If-Issued" or "When-As and If-Distributed" security, the final trade details will be forwarded to you when obtainable on issue or delivery.
- If an odd-lot differential or fee has been charged, the amount of any such odd-lot differential or fee will be furnished upon request.
- The name "BofAS" may include transactions with: BofA Securities, Inc. (BofAS), or other BofA BofAS is a registered broker-dealer and a wholly-owned subsidiary of Bank of America Corporation (BAC). Unless otherwise agreed with you in writing, this agreement will apply to any successor of BofAS, whether by merger, consolidation or other means, and BofAS may transfer your account to any such successor.
- Unless otherwise disclosed, INVESTMENTS THROUGH MLPF&S ARE NOT FDIC INSURED, ARE NOT BANK GUARANTEED, AND MAY LOSE VALUE.
- BofA Merrill Lynch Global Research is research produced by BofAS or one of its affiliates. Third party research ratings from selected vendors are provided where available for informational purposes and not as a solicitation or recommendation on such security. Neither BofAS nor any of its affiliates bears any responsibility or liability with respect to third party research which may have been made available to you. You assume full responsibility for any trading decision you make based upon third party research ratings or reports.
- BofAS makes available investment products sponsored, managed, distributed or provided by companies that are affiliates of BAC or in which BAC has a substantial economic interest, including BofA Global Capital Management.
- BofAS and its affiliates may acquire, hold or sell positions in the securities or related derivatives purchased from or sold to you and may have an investment banking or banking relationship with the issuers thereof.
- Ratings information is provided based on sources deemed reliable, but its accuracy or completeness cannot be guaranteed.