KeyBanc Capital Markets Disclosure Statement

KeyBanc Capital Markets is a trade name under which the corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member NYSE/FINRA/SIPC, and KeyBank National Association ("KeyBank N.A."), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and by its licensed securities representatives. Banking products and services are offered by KeyBank N.A.

A number of our corporate and institutional team members are employed by both KeyBanc Capital Markets Inc. and KeyBank N.A. These "dual employees" are licensed securities representatives of KeyBanc Capital Markets Inc., and they are there to better serve your needs, by making available both securities and banking products and services.

Further, in connection with our effort to deliver a comprehensive array of banking and securities products and services to you in a seamless manner, from time to time KeyBank N.A. and KeyBanc Capital Markets Inc. will share with each other certain non-public information that you provide to us. Of course, as always, this information will not be shared or otherwise disclosed outside of the KeyCorp organization without your express permission. Please also be assured that, as with other banks and broker-dealers, KeyBank N.A. and KeyBanc Capital Markets Inc. adhere to established internal procedures to safeguard your corporate information from areas within our organization that trade in or advise clients with respect to the purchase and sale of securities.

KEYBANC CAPITAL MARKETS INC. IS NOT A BANK AND ITS OBLIGATIONS ARE NOT OBLIGATIONS OF KEYBANK NATIONAL ASSOCIATION. KEYBANK NATIONAL ASSOCIATION IS NOT RESPONSIBLE FOR THE INVESTMENT BANKING OR SECURITIES-RELATED PRODUCTS AND SERVICES SOLD, OFFERED OR RECOMMENDED BY KEYBANC CAPITAL MARKETS INC. INVESTMENT BANKING AND SECURITIES-RELATED PRODUCTS AND SERVICES SOLD, OFFERED OR RECOMMENDED BY KEYBANC CAPITAL MARKETS INC. ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF KEYBANK NATIONAL ASSOCIATION, ARE NOT GUARANTEED BY KEYBANK NATIONAL ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION. SECURITIES-RELATED PRODUCTS ARE SUBJECT TO INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL.

KeyBanc Capital Markets Inc. important disclosures.