Key Investment Services (KIS) Service Agreement

This Online Investing Service Agreement and Disclosure ("Agreement") is between Key Investment Services, ("KIS"), a KeyCorp Company and its clients who subscribe to the Services (described below) hereunder. KIS's clients are referred to in this Agreement as "you" or "your" regardless of number or gender. Your use of of Online Banking on the Internet (the "Website") will be deemed as acceptance of this Agreement's terms. Your continued use of the Services following the posting or notice of any changes will constitute your acceptance of such changes. You agree not to attempt to connect to use the Services or to view any of the Information if you do not agree to the terms of this Agreement.

Agreements

This Agreement supplements and modifies any existing agreements and disclosures you have with KIS ("Brokerage Agreements"). This Agreement incorporates by reference the provisions of KeyBank National Association (the "KeyBank") Rules and Regulations for KeyBank World Wide Website (the "User Agreement"), and the Online Banking Service Agreement, which govern your access to the Website and shall be a part of this Agreement. If there is any conflict between any terms of any Brokerage Agreement, User Agreement, the Online Banking Service Agreement, and this Agreement regarding the Services, this Agreement shall control. Your use of the Website for the Services is also subject to applicable terms and conditions of the Online Banking Service Agreement with our affiliate, KeyBank, that operates the Website.

For important information about enrollment, passwords, access to the Website, please refer to the User Agreement and Online Banking Service Agreement. Please note: New accounts cannot be opened electronically.

Securities offered through Key Investment Services LLC, member FINRA/SIPC. Insurance products offered through KeyCorp Insurance Agency, USA Inc. (KeyCorp Insurance Agency, Inc. in NY, CA, and MA). Both are affiliated with KeyBank, National Association, member FDIC, Equal Housing Lender and other affiliated entities. As a client, you may do business with several legal entities and should review the important additional disclosures your advisor will provide.

Securities and insurance products are:

NOT FDIC INSURED . NOT BANK GUARANTEED . MAY LOSE VALUE . NOT A DEPOSIT . NOT INSURED BY ANY FEDERAL OR STATE GOVERNMENT AGENCY

Use of the Services

The information in the Site is directed at, and is intended for distribution to, and use by, persons in the United States only. It is not intended for distribution to, or use by, any person in any other jurisdiction.

The content on the Website does not constitute an offer to sell or a solicitation to buy any security referenced in the Website. The Website is not intended to replace the advice and services available through your advisor. The resources made available in this Site are not intended to be personalized and should therefore not be construed as investment advice. The content may or may not be suitable for your particular objectives and risk tolerance, therefore you agree to make your own independent evaluation of the investment merits and suitability for you of any security referenced. In addition, the accuracy, completeness or timeliness of such content cannot be guaranteed and is subject to change.

Description of Online Investment Services

Your primary contact with KIS will continue to be the Key Investment Services Advisor assigned to your KIS account(s). KIS, through the use of the Website, shall provide you with access through your Internet access equipment to the Services described below, including but not limited to, the provision of information through the Website by means of an unaffiliated Internet service provider. The financial services available under this Agreement (the "Services") include one or more of the following functions:

  • Online Investing Services, including investment research, investor education and brokerage account information
  • Online trading: online trading in securities
  • New features and functions to these Services and new financial services that may be added by KIS to the Services, subject to the terms and conditions of this Agreement, as amended from time to time.

Use of the Website does not provide access to securities products beyond the scope of the account agreement signed at the time your KIS account(s) was/were opened. You should refer the original account documents or amendments thereto for specifics regarding the terms of the brokerage accounts generally.

Activated Accounts

The Services are available only to clients with at least one brokerage account with KIS. Clients who have indicated that they do not want information shared between KIS and KeyBank are not eligible for the Services. If your relationship on any brokerage account with KIS is acceptable to KIS, each of these accounts will be automatically available for your access by the Services ("Activated Accounts"), subject to the terms of this Agreement.

Privacy Policy

KIS maintains procedures to protect confidential information about you and your use of our Services. KIS's information sharing practices are fully detailed in KeyCorp's Privacy Policy. By enrolling in the Services, you agree to receive our Privacy Policy electronically. This means that you can access our current Privacy Policy at any time on our Website, and that KIS will no longer annually mail you a paper copy for as long as you remain enrolled in the Services.

The Online Banking Service offered by KeyBank allows you to view your relationships across the KeyCorp family of companies. As a subscriber to the Services, KeyBank and KIS will facilitate this functionality for you.

No Guarantee of Performance

The Website is made available as tool for you to access financial market information, place trades, as well as execute other account related services. KIS does not guarantee the performance of the system and reminds you to contact your Key Investment Services Advisor promptly in the event of difficulties with the operation of the Website. Situations may arise due to circumstances beyond our control whereby you could obtain faster executions by traditional order entry methods instead of using the online system. In addition, the Services may be unavailable at other times such as when: (a) systems require maintenance or upgrades; (b) unforeseen maintenance is necessary; or (c) major unforeseen events occur, such as earthquakes, fires, floods, computer failures, interruptions in telephone service, electrical outages, civil unrest or riots, war, or acts or threatened acts of terrorism or other circumstances beyond our control (collectively, herein called "System Unavailability"). KIS will make all reasonable efforts to ensure the availability of the Services. However, KIS is in no way liable for the unavailability of any of the Services.

Content

The content available in the Website is the property of KIS, KeyCorp or its licensors and is protected by copyright and other intellectual property laws. Content received through this Website may be displayed, reformatted and printed for your personal, non-commercial use only. You agree to not reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate the content received through this Website to anyone, including but not limited to others in the same company or organization, without the express prior written consent of KIS. You may not post any content from this Website to newsgroups, mail lists or electronic bulletin boards, without the prior written consent of Key Investment Services. The material in this Website is provided with the understanding that it will be used in conjunction with traditional investment techniques including but not limited to obtaining applicable legal, accounting, tax or other professional advice or services. KIS, and KeyCorp and all KeyCorp subsidiaries expressly disclaim all liability from any action taken in reliance on the statements or information provided in this Website.

Use of Content Provided by Unaffiliated Entities

Certain material has been produced by an independent provider not affiliated with KIS, KeyCorp or its affiliates. Any opinions or recommendations expressed are solely those of the independent providers and were not prepared under the supervision of, and do not necessarily reflect the opinions or recommendations of KIS or any KeyCorp affiliate.

KIS, KeyCorp and its affiliates do not provide legal, tax or accounting advice regarding the suitability or profitability of a security or investment. Information obtained by the independent providers is believed to be reliable however KIS does not guarantee the timeliness, accuracy or completeness of such information. Neither KIS, KeyCorp, any KeyCorp subsidiary nor any independent provider of information shall be liable in any way and you agree to indemnify and hold harmless KIS, KeyCorp, any KeyCorp subsidiary and the independent providers for any inaccuracy, error, delay, omission of information, the transmission or delivery of information, any loss or damage arising from or occasioned by any such inaccuracy, error, delay or omission, non-performance interruption of information due either to any negligent act or omission by KIS, or providers of information or to any "force majeure" or any other cause beyond the reasonable control of KIS, KeyCorp, KeyCorp subsidiaries or the information providers.

Regarding accounts enabled for online trading:

Trades entered through the Online Banking application

By entering orders through the Website, you are not trading directly on any exchange or over-the-counter market. Orders placed through this Website are received by KIS and are routed for execution. Submission of an order does not mean the order has been executed and account updates will not be instantaneous.

While the intent is for the Services to be available to you 24 hours a day, 7days a week (barring outages whether scheduled or not), please be aware that your Key Investment Services Advisor will only be available during his or her "normal" business hours. Consult with your Key Investment Services Advisor regarding his/her schedule.

Market Hours

At this time KIS does not participate in "extended hours" trading. With the exception of circumstances whereby U.S. markets are closed for holidays and extraordinary events, "market hours" are considered to be Monday through Friday, 9:30AM-4:00PM ET. Orders received outside of these hours will be processed for the next trading session. Please direct questions regarding the operations of the market to your Financial Advisor.

Suitability of Transactions

Through the use of this Website you agree that you have determined that all transactions entered are consistent with your investment strategy and risk tolerance and therefore suitable. If a transaction entered constitutes a departure from your objectives as previously stated to KIS, you must contact your Key Investment Services Advisor promptly and advise him or her so that our records may be updated accordingly. All orders entered through the Website are assumed to be "unsolicited". In other words, KIS assumes that trades are not the result of prior recommendations made by the Key Investment Services Advisor with respect to the specific security in a particular action. However, if the transaction is made by you directly as the result of your Key Investment Services Advisor's recommendation(s), you must identify such in the appropriate field on the trade entry screen.

KIS requests that you use great care in identifying a trade as "solicited" or "unsolicited". Please discuss this matter with your Key Investment Services Advisor to ensure you fully understand the concept of "solicited/unsolicited". Improper classification of this element could result in restrictions including the possible suspension or termination of online trading privileges with or without notice.

Investors must always remember that, irrespective of how orders are entered, investment objectives and risk tolerances vary according to individual circumstance and not all strategies are appropriate at all times. You should seek advice from your Key Investment Services Advisor about your strategy is you have any questions.

Order Entry

If an order has been placed and you have not received a reference number, you must immediately notify KIS by calling your Key Investment Services Advisor. If while attempting to enter an order you experience difficulties preventing completion of the order and desire to continue, you should contact your Key Investment Services Advisor without delay. You may not use email to enter an order to buy or sell a security. KIS also advises against using email to send KIS time sensitive instructions.

Please note: "Market" orders cannot be modified or cancelled. You must exercise extreme care when entering orders. This includes orders entered during "non market" hours. For guidance regarding benefits/risks relating to the structuring of brokerage orders, consult with your Key Investment Services Advisor.

Trading during "fast markets" and associated risks

Sudden, increased price volatility caused by extraordinary market activity can cause a condition called a "fast market". Under such circumstances, price swings can occur rapidly, possibly to the detriment of unwary investors, most notably to those whose practice is to enter market orders. The safest way to prevent potential problems in this regard is by entering limit orders. (A limit order is one for which you specify the exact price as opposed to a market order, which means you are willing to accept the price that is available when your order reaches the market for execution. The price could be significantly different than the last known quote.)

You should also be aware that in a fast market, because of the increased volume, reports of executions might be delayed. Additional complications may be experienced with regard to cancellations or change orders. If you have any questions, contact your Key Investment Services Advisor directly for assistance in determining whether your order is "out" (cancelled) or whether the order was "too late to cancel". If you experience difficulties, you should not delay entry of your orders due to the inability to place orders through the Website. Contact your Key Investment Services Advisor immediately. Consider carefully your method of order entry.

Investor Education

Additional information on fast markets as well as other important issues relating to investing is available to you in the Investor Education section of the Website. We strongly encourage you to review this content to ensure that you are adequately informed regarding the operations and risks of the securities markets.

Quotes

Delayed quotes are available for general information. "Real Time" quotes are made available to those persons using the Online Trading function. KIS reserves the right to limit the number of free stock quotes provided through the Website.

Short Sales

Securities in which you submit a request to execute a short sale are subject to availability.

Documentation of Transactions

When you use the Services to make transactions in your Activated Accounts, the transactions will appear on the official Brokerage Account statements you will receive from KIS for your Activated Accounts. KIS will not send you a separate statement for the online Services under this Agreement. The statement information, transaction information, and market value of your Brokerage Account that you view through the Services are effective as of the date indicated. The actual market value of your Activated Accounts may be higher or lower than your current market value due to pending trade settlements. The statement displayed on the Website is for information purposes only and may not be equivalent to the official Brokerage Account statement information on KIS's records. KIS's official Brokerage Account statement records shall control if there is any conflict with information displayed on your Internet access equipment screen statement or software program.

Reporting Unauthorized Transactions

If you believe that an unauthorized transaction has been made from any Activated Account, call your Key Investment Services Advisor immediately.

Your Responsibilities

You are responsible for all transactions authorized using the Online Investing Services. If you permit other persons to use the Services or your Password, you are responsible for all transactions they authorize from your Activated Accounts, and if you use the Services for any business activity, you must establish your own internal security procedures for employees you authorize to use the Services and to prevent unauthorized use by other employees or persons. You must notify your Key Investment Services Advisor immediately if you believe any of your Activated Accounts have been accessed or your Password has been used without your permission.

Arbitration

Any claim arising out of or relating to this Agreement concerning any Activated Account under this Agreement, or any related Service, is subject to the terms and conditions concerning Arbitration as described in the Brokerage Agreement governing your Activated Account.

Margin Disclosure Statement/SR-NASD-2002-69

Your brokerage firm is furnishing this document to you to provide some basic facts about purchasing securities on margin (not available to Key Investment Services clients at this time), and to alert you to the risks involved with trading securities in a margin account. Before trading stocks in a margin account, you should carefully review the margin agreement provided by your firm. Consult your firm regarding any questions or concerns you may have with your margin accounts. When you purchase securities, you may pay for the securities in full or you may borrow part of the purchase price from your brokerage firm. If you choose to borrow funds from your firm, you will open a margin account with the firm. The securities purchased are the firm's collateral for the loan to you. If the securities in your account decline in value, so does the value of the collateral supporting your loan, and, as a result, the firm can take action, such as issue a margin call and/or sell securities or other assets in any of your accounts held with the member, in order to maintain the required equity in the account. It is important that you fully understand the risks involved in trading securities on margin. These risks include the following:

  • You can lose more funds than you deposit in the margin account. A decline in the value of securities that are purchased on margin may require you to provide additional funds to the firm that has made the loan to avoid the forced sale of those securities or other securities or assets in your account(s).
  • The firm can force the sale of securities or other assets in your account(s). If the equity in your account falls below the maintenance margin requirements, or the firm's higher 'house' requirements, the firm can sell the securities or other assets in any of your account held at the firm to cover the margin deficiency. You also will be responsible for any short fall in the account after such a sale.
  • The firm can sell your securities or other assets without contacting you. Some investors mistakenly believe that a firm must contact them for a margin call to be valid, and that the firm cannot liquidate securities or other assets in their accounts to meet the call unless the firm has contacted them first. This is not the case. Most firms will attempt to notify their customers of margin calls, but they are not required to do so. However, even if a firm has contacted a customer and provided a specific date by which the customer can meet a margin call, the firm can still take necessary steps to protect its financial interests, including immediately selling the securities without notice to the customer.
  • You are not entitled to choose which securities or other assets in your account(s) are liquidated or sold to meet a margin call. Because the securities are collateral for the margin loan, the firm has the right to decide which security to sell in order to protect its interests.
  • The firm can increase its 'house' maintenance margin requirements at any time and is not required to provide you advance written notice. These changes in firm policy often take effect immediately and may result in the issuance of a maintenance margin call. Your failure to satisfy the call may cause the member to liquidate or sell securities in your account(s).
  • You are not entitled to an extension of time on a margin call. While an extension of time to meet margin requirements may be available to customers under certain conditions, a customer does not have a right to the extension.

Last Modified: February 2009