Business Investor Account (BIA) and Working Capital ...

1 Business Investor Account (BIA) and Working Capital management Account (WCMA ) Agreement and Program Description Table of ContentsPageAgreement and Program Description 1 1 Introduction 1 2 Definitions 1 3 Subscription to the WCMA or BIA Service 2 4 Securities Brokerage Services 3A)

2 General 3B) SIPC Protection 3C) Direct Reinvestment Service 3D) Custody of Securities 3E) Delivery of Securities and Payments 3F) Security Interest 3 5 Lending Services 4A) Margin Lending Program 4 6 Basic Cash management Services 6A) General 6B) Tier Assignment and Account Valuation 6C)

3 Money Account Deposits 6D) Other Considerations Regarding Bank Deposit Programs 8E) Availability and Application of Funds and Deposits 9F) Check and Card Usage 11G) Electronic Funds Transfers 13 7 Termination of the Customer s Subscription to the WCMA or BIA Service 14 8 Freezing Accounts 14 9 Low Balance Donation 14 10 Fees and Charges 14 11 Authorization with Respect to

4 Credit Information 14 12 Confirmations, Periodic Statements and Notices 15 13 Limitations on Liability 15 14 Extraordinary Events 15 15 Amendments and Additional Documentation 15 Page16 Miscellaneous 15A) Severability 15B) Joint and Several Liability 15C) Costs of Collection 15D) Captions and Headings 15E) Integration 15F) Applicable Rules and Regulations 16G)

5 Authorizations 16H) Special Accounts 16 I) Third-Party Research 16 J) Substitute Payments 16K) Non-U S -Issued Securities 16L) Referral Policy 17M) Compliance with Applicable Laws 17N) Investment Policy Statements Responsibility to Review and Monitor 17O)

6 Read and Understand English 17 17 Representations as to Ownership and Capacity to Enter into Agreement 17 18 Applicable Laws 18 19 Arbitration of Controversies with Merrill Lynch, Pierce, Fenner & Smith Incorporated 18 20 Customer Information and Due Diligence 18 Merrill Lynch Business Deposit Program Disclosure (BIA Account Only) 19 Merrill Lynch Bank Deposit Program Disclosure (WCMA Accounts Only)

7 19 Additional Disclosures Merrill Lynch Business Deposit Program and Merrill Lynch Bank Deposit Program 20 Margin Truth-In-Lending Disclosure Statement 22 Securities-Based Loan Disclosure Statement 24 Appendices A WCMA Account Fees 26B BIA Account Fees 28 Merrill Lynch makes available products and services offered by Merrill Lynch, Pierce, Fenner & Smith Incorporated ( MLPF&S ) and other subsidiaries of Bank of America Corporation ( BofA Corp ) Investment products: MLPF&S is a registered broker-dealer, a registered investment adviser and Member SIPC Merrill Lynch makes available certain investment products sponsored, managed, distributed or provided by companies that are affiliates of BofA Corp Are Not FDIC InsuredAre Not Bank GuaranteedMay Lose Value 1 Agreement and Program Description 1.

8 INTRODUCTION This Agreement and Program Description ( Agreement ), as amended from time to time by Merrill Lynch, Pierce, Fenner & Smith Incorporated ( Merrill Lynch ), sets forth the terms and conditions governing the Working Capital management Account (WCMA ) financial service ( WCMA Service ) and 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 WCMA Service and the BIA Service are integrated financial services linking two components: (1) Securities Brokerage Services; and (2) Basic Cash management Services In addition, the WCMA Service includes the WCMA Master Financial Service consisting of: (1) a Master WCMA Account established with the services described above.

9 And (2) one or more WCMA SubAccounts WCMA SubAccounts have many of the same features and services as the WCMA Account , but the applicable Account and service fees differ The fees, Money Accounts and Basic Cash management Services for the WCMA Service and the BIA Service are different For more information on fees, see Appendix A WCMA Account Fees and Appendix B BIA Account Fees Certain aspects of the WCMA Service, such as Checks, Cards, and/or the Margin Lending Program, may not be available for Accounts that are enrolled in an investment advisory program or are in the process of enrolling in an investment advisory program Additionally, your ability to direct trades and purchase securities in your Account may be limited if your Account is enrolled in an investment advisory program or in the process of enrolling in an investment advisory program The services provided by, and the terms and conditions of, the investment advisory program you select will be described in separate documentation As of May 1, 2012.

10 Customers can no longer subscribe to new BIA Accounts; however, existing BIA Accounts will be maintained. The BIA Account is primarily intended for use as an investment Account for businesses, and Basic Cash management Services are limited. In particular, the BIA Account has significant limits on the number of Disbursements per month, does not offer cards and, if these limits are exceeded, then Merrill Lynch, in its sole discretion, may terminate the C