Schwab One Account Application - beladv.com · ©2012 Charles Schwab & Co., Inc. ... • If there...

©2012 Charles Schwab & Co., Inc. (“Schwab”). All rights reserved. Member SIPC.Schwab Institutional® is a division of Schwab. CS16648-01 (0612-2233) APP62768-02 (05/12)

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Schwab One® Account Applicationfor Incorporated Organizations

Investment Advisor (“IA”) Information (This portion to be completed by IA.)

IA Firm Name (please print): __________________________________________________________________________________________________________

IA Master Account Number: ___________________________________________________________________ Service Team: ________________________

Advisor Contact Information (if follow-up is required): ____________________________________________________________________________________

Is your firm (or a principal, employee or related person* of your firm) an owner and/or Authorized Agent of this account? Yes No If “Yes,” is it intended that this account will hold assets belonging to persons or entities other than your firm, your firm employees or yourself, or relatives of you or your firm members? Yes No

*A “related person” is defined as any advisory affiliate or any person who is under common control with your firm. See Form ADV for additional information.

•Ifyouaresubmittingahandwrittenform,pleaseprint in ALL CAPITAL LETTERS. Please provide all required information or your request may incur delays.

•ThisApplicationisonlyfororganizationsincorporatedanddomiciledintheUnitedStates.Ifyourorganizationisanon-incorporatedorganization (soleproprietorship,partnership,limitedliabilitycompany,unincorporatedassociation,etc.)oranon-U.S.organization,pleasecontactyourIAforthecorrect form.

•IfyouwouldliketoopenanaccountforanAdvisorControlledFund,pleasecontactyourServiceTeamforinstructions.

•Aminimumoftwosignaturesofcorporateofficersarerequiredtoopenanaccount.OnesignaturemustbefromtheChairmanoftheBoard,thePresident, or any Vice President; and the second signature must be from the Secretary, any assistant Secretary, the Chief Financial Officer, the Treasurer, or any assistant Treasurer.

1. Required Information About the Corporation For information about Schwab’s privacy policy, see the attached Schwab One Account Application Agreement for Incorporated Organizations. Schwab will use the information provided to verify the identity of your Corporation, its Authorized Individuals and its Control Persons. As provided in the Schwab One Account Application Agreement for Incorporated Organizations, Schwab is also authorized to inquire as to the creditworthiness of the Corporation or any person associated with your accounts.

Type of Organization/Federal Tax Classification (Required—select only one.)

C Corporation S Corporation

If the Organization is an ExemptPayee,checkhere:

Name of Corporation (as shown on the Charter or other legal document creating the Corporation) (Hereinafter referred to as the “Corporation”) Corporation Tax ID Number

IfCorporationisknownbyanothername,entername. Telephone Number

( )If the direct owner of the Corporation is also a disregarded entity, enter the name of the first owner that is not disregarded for federal tax purposes (and complete and attach IRS Form W-9). If the owner of the disregarded entity is a foreign person, complete and attach the appropriate IRS Form W-8.

Corporation Street Address (no P.O. boxes) City State Zip Code

Mailing Address (if different from above; P.O. boxes may be used) City State Zip Code

Country of Incorporation State of Incorporation Date of Incorporation (mm/dd/yyyy)

________ /________ /______________

Corporation’sURLAddress

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2. Required Number of Schwab One® Brokerage Accounts for the Corporation WeherebyrequestthatSchwabopenandmaintain_______________________SchwabOnebrokerageaccountsfortheCorporationlistedinSection1. enter # of accounts (e.g., 1, 2, 3)

To add option, margin and short account trading, complete and submit the Option, Margin and Short Account Trading Application for each account. We acknowledgethateachaccountwillbeopenedwiththeidenticalaccountregistration,accountinformation,cashfeatures,electronicdelivery,issuercommunication instructions and Authorized Individual and Investment Advisor authorizations as set out in this application. Any and all account features, includingbutnotlimitedtooptions,margin,checks,etc.ordifferenttreatmentwithrespecttoAuthorizedIndividual,InvestmentAdvisor,electronicdelivery or issuer communication choices and preferences, should be submitted on a separate application.

3. Required Information About the Corporation’s Primary Business or Professional ActivityA.ToproperlycategorizeandserveyourCorporation,weneedtoknowthetypeofactivityinwhichitisengaged.Pleaseprovidethesix-digitNorth

AmericanIndustrialClassificationSystem(NAICS)codethatbestdescribesyourbusiness(ifyoudon’tknowyourNAICScode,youcanlookitupatwww.naics.com).

B. SelectonlyoneoptionthatmostcloselyreflectstheCorporation’sprimarybusinessandprovidetheadditionalrequestedinformation(asapplicable):

Financial Institution

Examples of financial institutions include:

• InvestmentFunds(pooled/passive •TrustCompanies investment vehicles)

•PrivateEquityVehicles•VentureCapitalVehicles

•Broker-Dealers•InvestmentAdvisors

• InsuranceCompanies•Banks

Please describe the Corporation’s primary purpose(s) and field(s) of activity and complete Sections 6 and 7.

Please also provide the name of the government agency that serves as your primary regulator.

For Advisor Controlled Fund accounts only (Contact your Service Team before completing this Application):

Was the IA or any of its directors, officers, employees, affiliates or subsidiaries involved with the establishment of the Corporation?

Yes No

Is the IA or any of its directors, officers, employees or affiliates or subsidiaries involved in the ongoing management or business operations of the Corporation?

Yes No

Does the IA or any director, officer, employee or affiliates or subsidiaries directly or indirectly receive compensation or other payments or benefits from the Corporation?

Yes No

Operating Entity

The Corporation provides commercial products or services.

Please describe the commercial products or services that your Corporation provides. (Note: You do not need to complete Section 6 or 7.)

Non-Operating Entity

Examples of non-operating entities include:

•HoldingCompanies •EstatePlanningVehicles

•AssetProtectionVehicles •ShellCompanies

•PersonalInvestmentCompanies(PICs)

Please describe the Corporation’s primary purpose(s) and field(s) of activity and complete Sections 6 and 7.

Charitable OrganizationPlease describe the Corporation’s charitable purpose and complete Sections 6 and 7.

Governmental Organization

This includes any state or political subdivision of a state, including:

•Anyagency,authority,orinstrumentalityofthestateorpoliticalsubdivision

•Apoolofassetssponsoredorestablishedbythestateorpoliticalsubdivisionoranyagency,authority or instrumentality thereof, including, but not limited to, a “defined benefit plan” as definedinsection414(j)oftheInternalRevenueCode(26U.S.C.414(j)),orastategeneralfund

•Aplanorprogramofagovernmententity

•Officers,agents,oremployeesofthestateorpoliticalsubdivisionoranyagency,authorityorinstrumentality thereof, acting in their official capacity

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4. Required Senior Foreign Political Figure QuestionsA. IsanyDirector,ExecutiveOfficer,≥10%BeneficialOwnerorAuthorizedIndividualacurrentorformerseniorforeignpoliticalfigureintheexecutive,

legislative,administrative,militaryorjudicialbranchofanynon-U.S.governmentorpoliticalpartyoranenterpriseownedbyanon-U.S.government?

No Yes (If “yes,” also enter the individual’s name, the country and the position held and complete Section 6.)

Name (First) Middle Last

Country Position

B. IsanyDirector,ExecutiveOfficer,≥10%BeneficialOwnerorAuthorizedIndividualanimmediatefamilymember(sibling,parent,spouse,child,in-law)orcloseassociateofacurrentorformerseniorforeignpoliticalfigureofanon-U.S.government,oristhisentitybeingestablishedfor,orcontrolledby, the same?

No Yes (If “yes,” also enter below the individual’s name, relationship to senior political figure, the country and the position held and complete Section 6.)

Name (First) Middle Last

Relationship Country Position

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Primary Authorized Individual This is the individual to whom electronic correspondence, statements, confirmations and notices will be addressed.

Title or Capacity of Individual (Select all that apply.)

Director President Vice President CFO Treasurer Secretary

Other: ________________________________ ≥10%BeneficialOwner

Name (First) (Middle) (Last)

Home Street Address (no P.O. boxes)

City State Zip Code

Mailing Address (if different from above; P.O. boxes may be used)

City State Zip Code

HomeTelephoneNumber BusinessTelephoneNumber MobileTelephoneNumber

( ) ( ) ( )

SocialSecurityNumber DateofBirth(mm/dd/yyyy)

________ /________ /_____________

Country(ies) of Citizenship (Must list all.) Country of Legal Residence

USA Other: _____________ Other: _____________ USA Other: _____________

ID Number and Type

___________________________________ Passport Driver’s License Gov’t Issued ID

Country or State of Issuance Expiration Date (mm/dd/yyyy)

________ /________ /_____________

Employment Status (Select only one.)

Employed Self-employed Retired Not employed

Employer Name Occupation/Position

Employer Street Address

City State Zip Code

AreyouaffiliatedwithoremployedbyastockexchangeormemberfirmofanexchangeorFINRA, oramunicipalsecuritiesbroker-dealer?

No Yes If “yes,” also enter company name ____________________________________ (You must attach a letter to this application that is from your employer, approving the establishment of this account.)

Areyouadirector,10%shareholderorpolicy-makingofficerofapubliclyheldcompany?

No Yes (If “yes,” also enter company name ____________________________________ and trading symbol __________________________________________________.)

Email Address

Additional Authorized Individual






City State Zip Code


City State Zip Code


( ) ( ) ( )


________ /________ /_____________



ID Number and Type



________ /________ /_____________





City State Zip Code





5. Required Authorized Individuals: Corporate Directors, Officers, Employees and Agents•Pleasecompletethissectionforeachindividualdirector,officer,employeeoragentoftheCorporationthatisauthorizedbytheCorporationtobuyand

sell securities; withdraw and transfer cash and securities; sign contracts, waivers, and releases; and otherwise conduct business with Schwab on behalf of the Corporation.

•IftherearemorethanfourindividualsthatareauthorizedtoconductbusinesswithSchwabonbehalfoftheCorporation,pleasemake,completeandattach additional copies of this section.

•Schwabwillhavenoobligationofinquirywithrespecttothevalidityof,orauthoritywithrespectto,anytransactionorinstructionprovidedbyanAuthorized Individual.

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5. Required Authorized Individuals: Corporate Directors, Officers, Employees and Agents (Continued)







City State Zip Code


City State Zip Code


( ) ( ) ( )


________ /________ /_____________



ID Number and Type



________ /________ /_____________





City State Zip Code











City State Zip Code


City State Zip Code


( ) ( ) ( )


________ /________ /_____________



ID Number and Type



________ /________ /_____________





City State Zip Code





6. Source of Funds Complete this section if your Corporation is (1) a Financial Institution; (2) a Non-Operating Entity; (3) a Charitable Organization; or (4) if any Authorized Individual,Director,ExecutiveOfficeror≥10%BeneficialOwnerisacurrentorformerseniorforeignpoliticalfigureasindicatedinSection4.

Please provide the source of assets that will be deposited or held in the account(s). If the source is a transfer from another firm, please indicate the sourceoffundsthatwereusedtopurchasetheasset.Checkallthatapply.

Salary/wages/savings Workingcapital Investment capital gains

Corporate income Family/relatives/inheritance Sales of property

Other: ___________________________________________________________________________________________________________

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7. Information About Control Persons: Directors, Executive Officers and ≥ 10% Beneficial Owners Please provide the information requested in Part 1 and Part 2, as applicable, for each of the following Control Persons if your Corporation is (1) a Financial Institution; (2) a Non-Operating Entity; or (3) a Charitable Organization:

Directors (that were not already listed in Section 5) EachindividualwhositsontheBoardoftheCorporation.

Executive Officers (that were not already listed in Section 5)

Each of the Corporation’s five most highly compensated officers, such as the Chief Executive Officer, President, Chief Financial Officer, Treasurer, Chief Operating Officer or General Counsel.

≥ 10% Beneficial Owners (that were not already listed in Section 5)

Each individual or entity that owns equal to or greater than 10% of any class of equity securities of the Corporation.

If a Control Person is an Individual, complete Part 1.

If a Control Person is a Legal Entity, complete Part 2.

Part 1. Control Person That Is an Individual.

If there are more than four Control Persons, attach a separate sheet of paper and include all the information requested below for each additional one.

Title or Capacity of Control Person (Select all that apply.)

Director Executive Officer ≥10%BeneficialOwner



City State Zip Code


City State Zip Code

HomeTelephoneNumber BusinessTelephoneNumber

( ) ( )

SocialSecurityNumber DateofBirth(mm/dd/yyyy) ________ /________ /_____________


USA Other: _____________ Other: _____________ USA Other: ____________

ID Number and Type



________ /________ /_____________





City State Zip Code


City State Zip Code


( ) ( )




ID Number and Type



________ /________ /_____________





City State Zip Code


City State Zip Code


( ) ( )




ID Number and Type



________ /________ /_____________





City State Zip Code


City State Zip Code


( ) ( )




ID Number and Type



________ /________ /_____________

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7. Information About Control Persons: Directors, Executive Officers and ≥ 10% Beneficial Owners (Continued)

Part 2. Control Person That Is a Legal Entity

If the Control Person is an organization or trust, provide the information requested below—all information is required. In addition, please complete the information requested for the underlying Control Persons of the legal entity. If there are additional legal entities that are Control Persons that do not fit inthespacebelow,pleasemake,completeandattachadditionalcopiesofthissection.

Name of Legal Entity (as shown on the Charter or other legal document creating the Legal Entity) (Hereinafter referred to as the “Legal Entity”) Legal Entity Tax ID Number

IfLegalEntityisknownbyanothername,entername. Telephone Number

( )Legal Entity Street Address (no P.O. boxes) City State Zip Code

Mailing Address (if different from above; P.O. boxes may be used) City State Zip Code

Country of Incorporation/Establishment State of Incorporation/Establishment

Date of Incorporation/Establishment (mm/dd/yyyy)

________ /________ /_________________

6-Digit NAICS Code

Provide the following information for each person who is a Control Person for the above Legal Entity. If there are additional Control Persons, please make,completeandattachadditionalcopiesofthissection.


Director Executive Officer Trustee ≥10%BeneficialOwner



City State Zip Code


City State Zip Code


( ) ( )




ID Number and Type



________ /________ /_____________





City State Zip Code


City State Zip Code


( ) ( )




ID Number and Type



________ /________ /_____________

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City State Zip Code


City State Zip Code


( ) ( )




ID Number and Type



________ /________ /_____________





City State Zip Code


City State Zip Code


( ) ( )




ID Number and Type



________ /________ /_____________

7. Information About Control Persons: Directors, Executive Officers and ≥ 10% Beneficial Owners (Continued)

8. Cash Feature for the Corporation’s Account(s)Please select one of the following Cash Features that may allow the Corporation to earn income on the free credit balances in your account. For additional information on the eligibility rules for, and important disclosures about, the various alternatives to earn income on your cash, please see theCashFeaturesDisclosureStatementforSchwabInstitutional®. Ifyoudonotmakeaselection,selectmorethanoneCashFeature,orselecta Cash Feature for which the Corporation is not eligible, Schwab will designate the Schwab One Interest feature for the Corporation's account(s).

Select only one of the following: Available to:

BankSweepfeature* All Clients†

Schwab One Interest‡ All Clients

Schwab Municipal Money Fund™—Sweep Shares (SWXXX) All Clients

Schwab AMT Tax-Free Money Fund™—Sweep Shares (SWFXX) All Clients

Schwab State-Specific Municipal Money Funds (CA—SWCXX, PA—SWEXX) and AMT Tax-Free Money Funds (MA—SWDXX, NJ—SWJXX, NY—SWNXX)—Sweep Shares Indicate state __________ (default is state of domicile on account)

All Clients

Schwab Government Money Fund™ (SWGXX) ClientswithHouseholdBalance§ >$100,000

Schwab Treasury Obligations Money Fund™—Sweep Shares (SNTXX) ClientswithHouseholdBalance§ >$100,000

Schwab Advisor Cash Reserves®—Sweep Shares (SWQXX) ClientswithHouseholdBalance§ >$500,000

Schwab Advisor Cash Reserves—Premier Sweep Shares (SWZXX) ClientswithHouseholdBalance§ >$1,000,000

* TheBankSweepfeatureautomaticallymakesdepositstoandwithdrawalsfromdepositaccountsheldatCharlesSchwabBank,anFDIC-insureddepository institution affiliated with Schwab. Please see Schwab’s cash features disclosure statement for more information about FDIC insurance. We recommendthatyouassumethatcoverageofdepositaccountsestablishedundertheBankSweepfeaturewillbelimitedtoFDICinsuranceandthatyou not expect coverage from SIPC.

† ThisfeatureisnotavailabletoAccountHolderslivingoutsidetheUnitedStates.‡ TheSchwabOneInterestfeatureallowsyoutoreceiveinterestfromSchwabonthefreecreditbalancesinyourbrokerageaccount.CreditbalancesheldatSchwabARENOTFDIC-INSUREDANDARENOTBANK-GUARANTEED.

§ YourHouseholdBalanceincludesalloftheaccountsoftheCorporationthathavebeenlinkedinaccordancewithSchwab’shouseholdingguidelines.

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If you select a Sweep Money Fund, your selection is considered a request for a prospectus. It is an indication of interest only, and you are not obligated tobuyanyshares.Pleasereadtheprospectuscarefully.Althoughmoneyfundsseektopreservethevalueofyourinvestmentsat$1pershare,itispos-sibletolosemoney.MoneyfundsARENOTFDIC-INSURED,MAYLOSEVALUEANDARENOTBANK-GUARANTEED.

Municipalmoneyfundsaredesignedfortaxpayersthatareseekingincomethatisexemptfromfederalincometax.Eachofthestate-specificfundsgen-erally provides income that is exempt from that respective state’s personal income tax as well. With the exception of the Schwab AMT Tax-Free Money Fund, a portion of each of these funds’ income may be subject to the federal alternative minimum tax (AMT). These funds are not appropriate for inclu-sion for any investor with tax-exempt status.

9. Electronic Delivery (“eDelivery”) Enrollment Sent to Primary Authorized IndividualSchwab offers electronic delivery of account statements and trade confirmations. We will send information to the email address listed for the Primary Authorized Individual as listed in Section 5, providing instructions on how to complete enrollment and electronically consent to eDelivery via Schwab’s secure website, www.schwaballiance.com. Enrollment may also qualify the Corporation for lower online equity trades—consult your IA or the Charles Schwab Institutional® Pricing Guide for additional details. Once enrolled, the Primary Authorized Individual will receive email notifications when account statements and trade confirmations are available via www.schwaballiance.com. If you do not wish to enroll the Corporation in eDelivery, ignore the email that Schwab sends to the Primary Authorized Individual.

10. Authorizations (Optional—pleasecheckallthatapply.)

YoumaychangeorrevoketheseAuthorizationsatanytimebyprovidingwrittennoticetoSchwab.

Trading and Disbursement Authorization.BycheckingthecircleandsigningthisApplication,theCorporationauthorizesSchwab(1)toexecutetradesin its account(s) at the direction of IA as provided under the Trading Authorization heading in the attached Schwab One® Application Agreement for Incorporated Organizations; (2) to disburse assets for investment purposes or to the Corporation as identified in Section 1 of this Account Applica-tion,asinstructedbyIA;(3)toremitchecks,wirefundsandmakecertaindisbursementsoffundsheldintheaccount(s)asregulationspermit(i)tobanks,broker-dealers,investmentcompaniesorotherfinancialinstitutionsforcredittoanaccountofidenticalregistration,or(ii)totheCorporationatitsaddressofrecord.ThisdisbursementauthorizationdoesnotapplytoSchwabMoneyLink®distributionsordirect,ongoingelectronicpaymentsofdividends,interestandmoneymarketincome.TheCorporationacknowledgesandagreesthatSchwabcannotconfirmtheaccountregistrationatthe receiving financial institution and will rely solely on the representations of the IA as to the identical registration of the receiving accounts.

Trading Authorization.BycheckingthecircleandsigningthisApplication,theCorporationauthorizesSchwabtoexecutetradesinitsaccount(s)atthe direction of IA as provided under the Trading Authorization heading in the attached Schwab One Account Application Agreement for Incorporated Organizations.

Fee Payment Authorization.BycheckingthecircleandsigningtheApplication,theCorporationauthorizesSchwabtopayinvestmentadvisoryandrelated fees to IA from any of its accounts in the amount of IA’s instructions.

11. Checks (Optional)

Pleasecheckthecircletoaccesscashintheaccountusingchecks.CheckswillbeissuedinthenameoftheCorporation.Ifmultipleaccountsareopened,checkswillonlybeissuedforthefirstaccountopened.Checksforadditionalaccountswillbeissueduponrequest.

Checks

12. Issuer Communications and Related Actions (Optional)

If the Corporation has granted its IA trading authority over its account, and IA exercises investment discretion for the Corporation pursuant to an advisory contract, the Corporation can appoint IA to be sent certain issuer and issuer-related communications (proxies, tender offers, proposed mergers, rights offerings, exchange offers and warrants, among other things) that may require a voting decision or other action regarding investments held in an account of the Corporation. If the Corporation appoints its IA below, IA will, regarding only those voting decisions or other action communications sent to IA: (i) be requested to vote proxy ballots; (ii) be requested to provide instructions regarding corporate reorganizations and other corporate actions; and (iii)besentcertainprospectusesandannualreportsandothercommunications.Inthesecases,theCorporationwillbeauthorizingitsIAtomakeallvotingdecisionsandtakeallactionsontheCorporation’sbehalf.TheCorporationwillnotbesentinformationalcopiesofthesecommunications.

8. Cash Feature for the Corporation’s Account(s) (Continued)

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Even if the Corporation appoints its IA below, the Corporation may still be sent certain other issuer and issuer-related communications regarding invest-ments held in its accounts. The Corporation agrees that it will be responsible for providing Schwab any applicable instructions or directions on those items.

Please select only one:

Yes. The Corporation appoints its IA, and the Corporation will fulfill its responsibilities, as described above. The Corporation instructs Schwab not to disclose its name, address and securities positions to any issuer of securities held in an account opened under this Application.

No. The Corporation does not appoint its IA as described above. The Corporation wishes to be sent all issuer and issuer-related communications, makeallvotingdecisionsandtakeallactionsdescribedabove.TheCorporationunderstandsthatanyissuerofsecuritiesheldinitsaccount(s)mayrequest that Schwab disclose its name, address and securities positions in that issuer.

If you selected “No” above, please select one:

IA should be sent informational copies of any issuer or issuer-related communications.

IA should not be sent informational copies of any issuer or issuer-related communications.

If you did not select either “Yes” or “No” above, Schwab will deem the Corporation to have indicated “No,” but informational copies of issuer and issuer-related communications may be sent to its IA.

13. Required Account Opening Authorizations

Required Signatures for Section 13 A minimum of two signatures are required to open a Schwab One® Account for a Corporation. There must be at least one signature in each of the following categories:

Category 1:TheChairmanoftheBoard,thePresident,oranyVicePresidentoftheCorporation

Category 2: The Secretary, any assistant Secretary, the Chief Financial Officer, the Treasurer or any assistant Treasurer of the Corporation

•Ifyouaretheonlycorporateofficer,pleasesigninbothCategory1andCategory2,indicatingyourrespectivecorporaterolesundereachcategory.

•AllotherAuthorizedIndividualslistedinSection5whohavetheauthoritytoconductbusinesswithSchwabandwhohavenotalreadysignedunder Category 1 or 2 must sign in the Additional required signatures and W-9 certifications section.

Please complete all four Signature fields: (1) Sign name, (2) print name, (3) specify title, and (4) enter date. Schwab cannot complete these fields on your behalf—failure to complete all four fields will delay the processing of your Application.

BysigningthisApplication,eachindividualinhisorherrepresentativeandindividualcapacity(“you”)representandwarrantthatalloftheinformationsupplied in this Application is true and correct. You also agree that you have received and read a copy of the attached Schwab One Account Application AgreementforIncorporatedOrganizations(“ApplicationAgreement”),whichcontainsapredisputearbitrationclause.Youacknowledgeandagreethatthis arbitration clause is a binding obligation of both the Corporation and of you with respect to your capacity as an Authorized Individual on the Account(s).

You represent and warrant that you have all the requisite power and authority to (1) provide the tax certifications and (2) establish, maintain and operate an account(s) with Schwab on behalf of the Corporation and to bind the Corporation to the Application Agreement and all incorporated agreements and disclosures, including, but not limited to, the Schwab One Account Agreement and the Charles Schwab Institutional® Pricing Guide, each as amended from time to time (the “Agreement and Disclosures”). You represent and warrant that the organizational documents, resolutions, agreements and laws governing the Corporation permit the establishment and maintenance of the account(s) in accordance with the Agreement and Disclosures. You representandwarrantthatyouwillnottakeanyactionorprovideanyinstructiontoSchwabthatexceedsyourauthorityunderorganizationaldocuments,resolutions, agreements and laws governing the Corporation.

You represent and warrant that each Authorized Individual listed on this Application or subsequently provided to Schwab is authorized by the Corporation to act individually, independently and without the consent of the board or any director, officer or other person of the Corporation. You represent and warrant that any notice sent to any Authorized Individual will constitute notice to the Corporation. You represent and warrant that nothing in the organizational documents, agreements and laws governing the Corporation imposes any obligation upon Schwab for determining the purpose or propriety (i) of any instructions received from any Authorized Individual or (ii) of payments or deliveries to or among Authorized Individuals.

You authorize Schwab to inquire from any source, including a consumer reporting agency, as to the identity of you and any Corporation you represent (as required by federal law), creditworthiness and ongoing eligibility for the Account(s) (and that of your spouse, if you live in a community property state) at account opening, at any time throughout the life of the Account(s), and thereafter for debt collection or investigative purposes.

You agree to notify Schwab immediately in writing of any change that would cause these representations and warranties to become incorrect or incomplete. You hereby, jointly and severally, in both personal and representative capacities, agree to indemnify Schwab, its affiliates, officers, directors, employees and agents from, and to hold such persons harmless against, any claims, judgments, surcharges, settlements or other liabilities or costs of defense or settlement (including investigative and attorneys’ fees) arising out of or related to any act or omission to act by any Authorized Individual with respect to the Account(s), the breach of any agreement with Schwab or any dispute involving you and the Corporation.

The representations and obligations stated in this certification will survive the termination of the Account(s).

12. Issuer Communications and Related Actions (Continued)

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Bysigningbelow,yourepresentandwarrantthatthisApplicationandtheincorporatedAgreementandDisclosuresconstitutealegal,validandbindingobligation enforceable against the Corporation. You also agree, in your personal capacity, that your relationship with Schwab with respect to the Account(s) will be governed by the Agreement and Disclosures.

I certify, under penalty of perjury, that (1) the number shown on this Application is my correct taxpayer number; (2) I am not subject to backup withhold-ing 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 partnership, corporation, company or association created or organized in the United States or under the laws of the United States, an estate other than a foreign estate, or a domestic trust as defined in federal tax regulations. I understand that if I have been notified by the IRS that I am subject to backup withholding as a result of dividend or interest underreporting and I have not received a notice from the IRS advising me that backup withholding is terminated, I must cross out item (b) above.

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

The Agreement with Schwab includes a predispute arbitration clause. You acknowledge receipt of the predispute arbitration clause contained in the Arbitration Agreement section, page 2, of the Schwab One® Account Application Agreement for Incorporated Organizations.

Required signature(s) and W-9 certification(s) for Category 1:ChairmanoftheBoard,PresidentoranyVicePresident

___________________________________________________________________________________________________________________________________ Signature Print Name

Title: ChairmanoftheBoard President Vice President ______________________________________________________________ Date (mm/dd/yyyy)


Title: ChairmanoftheBoard President Vice President ______________________________________________________________ Date (mm/dd/yyyy)

Required signature(s) and W-9 certification(s) for Category 2: Secretary, any Assistant Secretary, Chief Financial Officer, Treasurer or any Assistant Treasurer


Title: Secretary Assistant Secretary Chief Financial Officer ______________________________________________________________ Date (mm/dd/yyyy)

Treasurer Assistant Treasurer


Title: Secretary Assistant Secretary Chief Financial Officer ______________________________________________________________ Date (mm/dd/yyyy)

Treasurer Assistant Treasurer

Additional required signatures and W-9 certifications: All remaining Authorized Individuals listed in Section 5 who have not already signed and certified under Categories 1 or 2


___________________________________________________________________________________________________________________________________ Title Date (mm/dd/yyyy)


___________________________________________________________________________________________________________________________________ Title Date (mm/dd/yyyy)

13. Required Account Opening Authorizations (Continued)

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14. Required Certificate of Authority and Corporate Resolution: President or SecretaryThe Corporation adopts the following Certification of Authority and Corporate Resolution:

The undersigned certifies that:

1. Each individual whose signature appears in Section 13 (each, an Authorized Individual) is authorized to (1) provide tax certifications; (2) establish, maintain and operate the account(s) with Schwab on behalf of the Corporation and to bind the Corporation to the Application Agreement and all incorporated agreements and disclosures, including, but not limited to, the Schwab One® Account Agreement and the Charles Schwab Institutional® Pricing Guide, each as amended from time to time (the “Agreement and Disclosures”); and (3) designate persons to operate such account(s).

2. Each Authorized Individual is authorized to act individually, independently and without the consent of the board, any director, officer or other person of the Corporation. Notice sent to any Authorized Individual will constitute notice to the Corporation. Nothing in the organizational documents, agreements and laws governing the Corporation imposes any obligation upon Schwab for determining the purpose or propriety (i) of any instructions received from any Authorized Individual or (ii) of payments or deliveries to or among Authorized Individuals.

3. TheauthoritytherebyconferredisnotinconsistentorinconflictwiththeCertificateofIncorporation,Charter,Bylaws,Resolutionorotherapplicableconstituent documents of the Corporation and is within the Corporation’s corporate power and authority and agreements and laws governing the Corporation.

4. The signatures that appear in Section 13 are true and genuine original signatures.

The information set forth in this Certificate of Authority is true and correct, and Schwab may conclusively rely upon this Certificate of Authority until the Corporation delivers a written replacement Certificate of Authority to Schwab at an address specified by Schwab.


Title: President Secretary ______________________________________________________________ Date (mm/dd/yyyy)

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Schwab One® Account Application Agreementfor Incorporated Organizations

These terms relate to your account and are part of the Account Agreement between each Account Holder and Schwab. Please retain for your files.

Account Opening Authorizations

BysigningthisApplication,eachindividualinhisor her representative and individual capacity (“you”) represents and warrants that all of the information supplied in this Application is true and correct. You also agree that you have received and read a copy of the attached Application Agreement, which contains a predisputearbitrationclause.Youacknowledgeand agree that this arbitration clause is a binding obligation of both the Organization and of you with respect to your capacity as an Authorized Individual on the account(s).You represent and warrant that you have all the requisite power and authority to (1) provide the tax certifications and (2) establish, maintain and operate an account(s) with Schwab on behalf of the Organization and to bind the Organization to the Application Agreement and all incorporated agreements and disclosures, including, but not limited to, the Schwab One Account Agreement and the Charles Schwab Institutional® Pricing Guide, each as amended from time to time (the “Agreement and Disclosures”). You represent and warrant that the organizational documents, resolutions, agreements and laws governing the Organization permit the establishment and maintenance of the account(s) in accordance with the Agreement and Disclosures. You representandwarrantthatyouwillnottakeanyaction or provide any instruction to Schwab that

exceeds your authority under organizational documents, resolutions, agreements and laws governing the Organization.You represent and warrant that each Authorized Individual listed on this Application or subse-quently provided to Schwab is authorized by the Organization to act individually, independently and without the consent of the board or any director, officer or other person of the Organiza-tion. You represent and warrant that any notice sent to any Authorized Individual will constitute notice to the Organization. You represent and warrant that nothing in the organizational documents, agreements and laws governing the Organization imposes any obligation upon Schwab for determining the purpose or propriety (i) of any instructions received from any Authorized Individual or (ii) of payments or deliveries to or among Authorized Individuals.You authorize Schwab to inquire from any source, including a consumer reporting agency, as to the identity of you and any organization you represent (as required by federal law), creditworthiness and ongoing eligibility of the Account(s) (and that of your spouse, if you live in a community property state) at account opening, at any time throughout the life of the Account(s), and thereafter for debt collection or investigative purposes.

You agree to notify Schwab immediately in writing of any change that would cause these representations and warranties to become incorrect or incomplete. You hereby, jointly and severally, in both personal and representative capacities, agree to indemnify Schwab, its affiliates, officers, directors, employees and agents from, and to hold such persons harmless against, any claims, judgments, surcharges, settlements or other liabilities or costs of defense or settlement (including investigative and attorneys’ fees) arising out of or related to any act or omission to act by any Authorized Individual with respect to the Account(s), the breach of any agreement with Schwab or any dispute involving you and the Organization.The representations and obligations stated in this certification will survive the termination of the Account(s).BysigningthisApplication,yourepresentandwarrant that this Application and the incorpo-rated Agreement and Disclosures constitute a legal, valid and binding obligation enforceable against the Organization. You also agree, in your personal capacity, that your relationship with Schwab with respect to the Account(s) will be governed by the Agreement and Disclosures.

Certificate of Authority and Corporate Resolution: President or Secretary

The Corporation adopts the following Certificate of Authority and Corporate Resolution:1. Each individual whose signature appears in

Section 13 (each, an Authorized Individual) is authorized to (1) provide tax certifications; (2) establish, maintain and operate an account(s) with Schwab on behalf of the Corporation and to bind the Corporation to the Application Agreement and all incorpo-rated agreements and disclosures, including, but not limited to, the Schwab One Account Agreement and the Charles Schwab Institutional Pricing Guide each as amended from time to time (the “Agreement and Disclosures”); and (3) designate persons to operate such account(s).

2. Each Authorized Individual is authorized to act individually, independently and without the consent of the board, any director, officer or other person of the Corporation. Notice sent to any Authorized Individual will constitute notice to the Corporation. Nothing in the organizational documents, agreements and laws governing the Corporation imposes any obligation upon Schwab for determining the purpose or propriety (i) of any instruc-tions received from any Authorized Individual or (ii) of payments or deliveries to or among Authorized Individuals.

3. The authority thereby conferred is not inconsistentorinconflictwiththeCertificateofIncorporation,Charter,Bylaws,Resolution

or other applicable constituent documents of the Corporation and is within the Corpora-tion’s corporate power and authority and agreements and laws governing the Corporation.

4. The signatures that appear in Section 13 are true and genuine original signatures.

The information set forth in this Certificate of Authority and Corporate Resolution is true and correct, and Schwab may conclusively rely upon this Certificate of Authority and Corporate Resolution until the Corporation delivers a written replacement Certificate of Authority and Corporate Resolution to Schwab at an address specified by Schwab.

Schwab One Account Application Agreement for Incorporated Organizations

You hereby request that Charles Schwab & Co.,Inc.(“Schwab”)openabrokerageaccount(the “Account”) in the names listed as Account Holders on this Schwab One Account Application (“Application”). You agree to read and be bound by the terms of the Account Agreement (which includes information on the Cash Account and, if applicable, the Schwab Sweep Funds, the Margin and Short Account, Disclosure of Credit Terms andPolicies,theSchwabStockBuilderPlan®andother written agreements between you and Schwabthatapplytoyourbrokerageaccount)

as currently in effect and as amended from time to time. If, in the future, you add features to this Account governed by the foregoing agreements (e.g., a money fund or margin trading), you agree to be bound by their terms and conditions. If you do not receive or understand the Account Agreement, you will notify Schwab.InaccordancewithSection8ofBrokerageser-vices in the Schwab One Account Agreement, you agree that all debts and other obligations owed to Schwab by any party to the Account Agree-

ment will be secured by a lien on all Securities and Other Property now or hereafter held, carried or maintained in any of your present or future non-retirementbrokerageaccountswithSchwab,whether individually or jointly held with others, orinanynon-retirementbrokerageaccountatSchwab in which you have an interest.Required Arbitration Disclosures. Regulatory authorities require that any brokerage agree-ment containing a predispute arbitration agreement must disclose that this agreement

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contains a predispute arbitration clause. This Agreement contains a predispute arbitration clause. By signing an arbitration agreement, the parties agree as follows:•AllpartiestothisAgreementaregivingupthe

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.

•Arbitrationawardsaregenerallyfinalandbinding; a party’s ability to have a court reverse or modify an arbitration award is very limited.

•Theabilityofthepartiestoobtaindocuments,witness statements and other discovery is generally more limited in arbitration than in court proceedings.

•Thearbitratorsdonothavetoexplainthereason(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.

•Thepanelofarbitratorswilltypicallyinclude a minority of arbitrators who were or are affiliated with the securities industry.

•Therulesofsomearbitrationforumsmayimpose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.

•Therulesofthearbitrationforuminwhichtheclaim is filed, and any amendments thereto, shall be incorporated into this Agreement.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute 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:1. the class certification is denied;2. the class is decertified; or3. 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.Arbitration Agreement. Any controversy or claim arising out of or relating to (i) this Agreement, any other agreement with Schwab, an instruction or authorization provided to Schwab or the breach of any such agreements, instructions, or authorizations; (ii) the Account, any other Schwab account or Services; (iii) transactions in the Account or any other Schwab account; (iv) or in any way arising from the relationship with Schwab, its parent, subsidiaries, affiliates, officers, directors, employees, agents or service providers (“Related Third Parties”), including any controversy over the arbitrability of a dispute, will be settled by arbitration. This arbitration agreement will be binding upon and inure to the benefit of the parties hereto and their respective representatives, attorneys-in-fact, heirs, successors, assigns and any other persons having or claiming to have a legal or beneficial interest in the Account, including court-appointed trustees and receivers. This arbitration agree-ment will also inure to the benefit of third-party

service providers that assist Schwab in providing Services (“Third-Party Service Providers”) and such Third-Party Service Providers are deemed to be third-party beneficiaries of this arbitration agreement. The parties agree that this arbitration agreement will apply even if the application to open the Account is denied and will survive the closure of your Account and/or the termination of services rendered under this Agreement.Such arbitration will be conducted by, and according to the securities arbitration rules and regulations then in effect of, the Financial Industry Regulatory Authority (FINRA) or any national securities exchange that provides a forum for the arbitration of disputes, provided that Schwab is a member of such national securities exchange at the time the arbitration is initiated. Any party may initiate arbitration by filing a written claim with FINRA or such eligible national securities exchange. If arbitration before FINRA or an eligible national securities exchange is unavailable or impossible for any reason, then such arbitration will be conducted by, and according to the rules and regulations then in effect of, the American Arbitration Association (AAA). If arbitration before the AAA is unavail-able or impossible for any reason, the parties agree to have a court of competent jurisdiction appoint three (3) arbitrators to resolve any and all disputes or controversies between or among the parties. Each party shall bear its own initial arbitration costs, which are determined by the rules and regulations of the arbitration forum. In the event of financial hardship, the arbitration forum may waive certain costs in accordance with such rules. At the conclusion of the hearing, the arbitrators will decide how to assess the costs of the arbitration among the parties.Any award the arbitrator makes shall be final and binding, and judgment on it may be entered in any court having jurisdiction. This arbitration agreement shall be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, fees or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforce-ment of said award.For FINRA arbitrations, FINRA will appoint a single public arbitrator in customer cases decided by one arbitrator. In customer cases decided by three arbitrators, investors have the option of choosing an arbitration panel with two public arbitrators and one non-public arbitrator (Majority-Public Panel Rule) or a panel of all public arbitrators (Optional All-Public Panel Rule). If the customer declines to elect a panel selection method in writing by the applicable deadline, the Majority-Public Panel Rule for selecting arbitrators will apply. All notices from one party to the other involving arbitration shall be considered to have been fully given when so served, mailed by first-class, certified or registered mail, or otherwise given by other commercially accepted medium of written notification.In addition to the above provisions, if a party to this Agreement is or becomes a non-U.S. resident at the time of any controversy subject to this arbitration agreement, such party acknowledges and agrees to the following additional provisions:

(1) The rules of the organization administering the arbitration specifically provide for the formal designation of the place at which the arbitration is to be held.

(2) Entering into this Agreement constitutes consent to submit to the personal jurisdiction of the courts of the state of California, U.S.A., to interpret or enforce any or all of these arbitration provisions. Judgment on any arbitration award may be entered in any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and an order of enforcement, as the case may be.

(3) The exclusive language to be used by the parties and the arbitrators in the arbitration proceedings shall be English. Any party wishing an interpreter shall make all arrangements directly with the interpreter and shall assume all costs of the service.

(4) If a party is a foreign government or state, state-owned or state-operated enterprise or other instrumentality of a foreign government or state, such party waives all rights of sovereign immunity and neither the Federal Act of State doctrine nor the doctrine of sovereign immunity shall apply insofar as any enforcement in courts located in the U.S.A. is concerned.

Waiver of Class Action or Representative Action. Neither you nor Schwab shall be entitled to arbitrate any claims as a class action or representative action, and the arbitrator(s) shall have no authority to consolidate more than one parties’ claims or to proceed on a representative or class action basis.You and Schwab agree that any actions between us and/or Related Third Parties shall be brought solely in our individual capacities. You and Schwab hereby waive any right to bring a class action, or any type of representative action against each other or any Related Third Parties in court. You and Schwab waive any right to participate as a class member, or in any other capacity, in any class action or representative action brought by any other person, entity or agency against Schwab or you.Schwab One® Accounts. You further request PNCBanktoissuechecksasindicatedonthisApplication.YouauthorizeSchwabtomakeinquiries for the purpose of verifying your credit-worthiness. Such inquiries may include verifying information you have given in your Applica-tion, contacting your employer and obtaining credit reports. You further authorize Schwab to disclose information to others about you and your Accounts when it is necessary for complet-ing transactions; to comply with a government agency request or court order, such as the IRS or the SEC; to verify the existence and condition of your Account for a third party, such as a credit bureau or merchant; and as otherwise autho-rized by the Schwab One Account Agreement.For Account Holders with more than one account at Schwab: This authorization further authorizes Schwab to direct transfers between your ac-counts at Schwab when no written authorization is requested.Trading Authorization. If you have indicated on this Application that the Investment Advisor (“IA”) named above, which you understand may be referred to as “Investment Manager” or “IM” in other documentation relating to

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your Account, will have the authority to direct Schwab to execute trades in your Account, you authorize Schwab to accept instructions fromIAregardingyourAccount,andtotakeall other actions necessary or incidental to the execution of such instructions, as IA shall direct. If your Account has a margin feature, Schwab is authorized to accept instructions from IA to trade on margin, to sell short, to borrow securities, to otherwise cause credit to be extended through the Account, and to secure the performance of obligations in the Account with any assets held in the Account (the “Account Assets”). If your Account is authorized for option trading, Schwab is authorized to accept instructions from IA to purchase and sell (write) index participation contracts and covered and uncovered option contracts on securities and securities-related indexes, up to your approved level of options trading strategy. Schwab, and other people to whom Schwab has given instructions in order to implement the IA’s instructions, may rely on IA’s instructions without obtaining your approval, counter-signature or co-signature. IA’s authority will include, without limitation: the authority to give instructions for transactions in securities and financial instruments, including the buying andsellingofstocks,bonds,debentures,notes,subscriptionwarrants,stockpurchasewarrants, covered and uncovered options (if you have authorized trading covered and uncovered options, and only up to your approved level of option trading strategy), mutual fund shares, evidences of indebtedness and any other securities, instruments or contracts relating to securities.YouauthorizeSchwabtotakesuchactionsasSchwab deems reasonably necessary to carry out instructions Schwab receives from you and/or IA. You further authorize Schwab, acting upon IA’s instructions, to aggregate transaction orders for your Account with orders for one or more other accounts over which IA has trading authorization or to accept or deliver assets in transactions executedbyotherbroker-dealerswhereIAhasso aggregated orders. You agree that if any such aggregated order is executed in more than one transaction, your portion of such order may be deemed to have been executed at the weighted average of the prices at which all of such transactions were executed.Fee Payment Authorization. If you have indi-cated on this Application that your IA will have fee payment authority over your Account, you authorize Schwab to pay investment advisory and related fees from your Account to your IA in the amount of your IA’s instructions. You have authorized your IA in writing to receive fee payments directly from your Account. Schwab may rely on the instructions submitted by your IA, and will have no responsibility to confirm those instructions with you or verify the fees. Schwabmayredeemmoneymarketfundsharesin your Account to the extent necessary to pay these fees. IA’s fees debited from your Account will appear on Schwab’s statements of your Account.Disbursement Authorization. If you have indicat-ed on the Application that your IA will have trad-ing and disbursement authority over your Ac-count, you authorize Schwab to disburse assets from your Account for investment purposes, and

funds to the Corporation as identified in Section 1 of the Application, as instructed by your IA. On your IA’s instruction, Schwab is authorized toremitchecks,wirefunds,andmakecertaindisbursements of funds held in the account as regulationspermit(i)tobanks,broker-dealers,investment companies or other financial institu-tions for credit to an account of identical regis-tration, or (ii) to you at your address of record. This disbursement authorization does not apply toSchwabMoneyLink®distributionsordirect,ongoing electronic payments of dividends, inter-estandmoneymarketincome.Youacknowl-edge and agree that Schwab cannot confirm the account registration at the receiving financial institution and will rely solely on the representa-tions of your IA as to the identical registration of the receiving accounts.Role of Charles Schwab & Co., Inc. Youacknowledgeandagreethat:Schwabwillmerely carry out transactions as directed by you and/or IA as the case may be; you (and not Schwab) are responsible for investigating and selecting IA; except in the case of Schwab's af-filiated IA, Windhaven Investment Management, Inc. ("Windhaven"), IA is not affiliated with, or controlled or employed by, Schwab; and Schwab has no duty to supervise or monitor trading by you or by IA, including Windhaven, in your Account. Schwab will send you written confirma-tions of your trades executed through Schwab and monthly statements of all activity in your Account. If your IA and/or you direct Schwab to act as custodian of nonpublicly traded assets, youacknowledgeandagree:(1)thatnonpubliclytradedassetsgenerallylackaliquidmarketandthat the value of such assets may be difficult to ascertain;(2)thatanyestimatedvaluereflectedon your account statement or other com-munication from Schwab is for informational purposes only and may be significantly different fromtheactualmarketvalueortheliquidationvalue of such assets; (3) that Schwab has no responsibility for, nor does Schwab guarantee the accuracy of, any such valuation of assets, even if the assets have been valued by a pricing service selected by Schwab; (4) that Schwab may require that you sign an addendum to your Account Agreement if Schwab agrees, in the ex-ercise of its discretion, to accept custody of any nonpublicly traded assets in your Account. You authorize Schwab to obtain from IA, and IA to provide to Schwab, information regarding your Account as Schwab may reasonably request. If any of IA’s employees is associated with a member of FINRA or affiliate, Schwab is au-thorized to deliver information concerning your Account to such member upon request.Youacknowledge,understandandagreethat(1)SchwabAdvisorNetwork®memberadvisors(“Networkmemberadvisors”)paySchwabfeestobemembers;(2)Networkmemberadvisors,including IA, are independent and not employ-ees or agents of Schwab; (3) Schwab prescreens Networkmemberadvisorsandcheckstheirexperience and credentials against criteria Schwab sets; (4) neither an IA’s membership inSchwabAdvisorNetworknorWindhaven'saffiliation with Schwab changes that (A) you are solely responsible for (i) the decision to hire IA, (ii) what authority to give IA and (iii) evaluat-ingIA’sservicesandperformance;and(B)Schwab(i)doesnotsuperviseIAand(ii)takes

no responsibility to monitor IA’s performance or transactions in the Account; and (5) if you were referred to IA through the Schwab Advisor NetworkorreferredtoWindhaven,youreceived,read and understood either the Schwab Advisor NetworkDisclosureDocumentortheSchwabDisclosureBrochurefortheWindhavenInvest-ment Management, Inc. Referral Program, as applicable.Products and Services Provided to IA. Schwab may provide IA, at no fee or at a discounted fee, with research, software and other technology, information and consulting services, and other products and services that benefit IA. Schwab’s provision of these products and services to IA may be based upon clients of IA placing a certainamountofassetsintheirbrokerageaccounts at Schwab (i.e., custodying assets at Schwab) within a certain period of time. IA may beinfluencedbythiscommitmentinrecom-mending or requiring that its clients establish brokerageaccountsatSchwab.Theseproductsand services may not necessarily benefit your Account.Pricing. Schwab and IA may agree to pricing (including commissions and transaction ac-count and service fees) for your Account and IA’s other clients’ accounts at Schwab based upon the nature and scope of business that IA transacts with Schwab, including the current and future expected amount of IA’s clients’ assets custodied at Schwab, the types of secu-rities managed by IA and/or expected frequency of IA’s trading. Schwab may change this pricing if the nature and scope of business that IA transacts with Schwab changes or does not reach agreed-upon levels, in which case pricing for IA’s clients’ accounts, including your Ac-count, may increase to an amount determined by Schwab not to exceed Schwab’s standard pricing as published in the then-current Charles Schwab Institutional® Pricing Guide.Termination of Authorizations. The authoriza-tions you have granted in this Application will remaineffectiveuntilyouorIAhaverevokedor terminated any of them by giving notice to Schwab, either by mail, telephone, facsimile, telegraph, messenger, electronic mail, voice mail or otherwise; provided, however, that Schwab reserves the right to require written no-tice or confirmation that such authorization has beenterminatedorrevoked.Youunderstandthatyoumayrevokeorterminateallauthoriza-tions or designations conferred herein at any time.Unlessrevokedorterminatedbyyou,all authorizations and designations conferred herein to IA shall continue to apply to IA’s suc-cessors or assigns. Such revocation will not af-fect your obligation resulting from transactions initiated prior to Schwab’s receipt of such no-tice. You understand that if Schwab terminates its Investment Manager Service Agreement with IA, Schwab will not be obligated to honor any further instructions from IA; you will have exclusive control over, and responsibility for, your Account; and unless Schwab notifies you otherwise, your Account will become a Schwab retailbrokerageaccountsubjecttoalltermsand conditions applicable thereto, including fees and commissions, investment products, and other services available to Schwab retail customers. Schwab will notify you as soon as reasonably possible after any such termination.

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Indemnification. You agree to indemnify and hold harmless Schwab, its affiliates and their directors, officers, employees and agents from and against all claims, actions, costs and liabili-ties, including attorneys’ fees, arising out of or relating to: (1) their reliance on this Application, and (2) Schwab’s execution of IA’s instructions.Verification. You authorize Schwab to inquire from any source, including a consumer report-ing agency, as to your identity (as required by federal law), creditworthiness and ongoing eligi-bility for the Account (and that of your spouse, if you live in a community property state) at account opening, at any time throughout the life of the Account, and thereafter for debt collec-tion or investigative purposes.Suitability.Fromtimetotime,Schwabmaymakeavailable investment research and information (“SchwabResearch”).Youagreeandacknowl-edge that your IA and you are responsible for the transactions in your Account, including assessing the suitability of transactions for your Account, evenifSchwabResearchwasusedinmakingthe investment decisions for your Account.

Unclaimed Property. If no activity occurs in the Account within the time period specified by applicable state law, the Account may be transferred to the appropriate state.

Account Handling Instructions. Schwab will automatically hold all securities purchased, as well as all sale proceeds, dividends and inter-est, unless you specify otherwise.Schwab’s Privacy Policy and Disclosure of Information. Schwab respects your privacy. Schwab will use the information you provide to open and service your Account, to communicate with you when necessary, to provide you with additional information about products and services, and to provide to your IA, and certain third parties as your IA directs Schwab, information as provided in this Application. Pursuant to your Account Agreement, Schwab may disclose information about you and your Account to certain other third parties. Please call Schwab at 1-800-515-2157 for a copy of Schwab’s privacy policy.

You consent to Schwab: (i) sending, by mail, electronic delivery and/or other means, duplicate copies of account trade confirmations, account statements and any other information relating to you and your Accounts to your IA and MM, if and in such manner as requested by your IA and MM; (ii) sending such information about you and your Accounts to third parties as your IA or MM shall direct Schwab; and (iii) disclosing information about you and your Accounts to other third parties as provided in Schwab’s privacy policy, this Account Application and the Account Agreement. Information About SIPC. To obtain information about Securities Investor Protection Corpora-tion (SIPC), including an explanatory SIPC brochure, please contact SIPC at www.sipc.org or 1-202-371-8300.

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