USAA BROKERAGE ACCOUNT

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1 USAA BROKERAGE ACCOUNT Customer Account Agreement

2 Table of Contents Customer Account Agreement 1-10 General Provisions 2 Joint Accounts 4 Securities Transactions 4 Equity Dividend Reinvestment Service 8 Margin Transactions 8 Option Transactions 9

3 A. THE SERVICE PROVIDERS: The service providers to your USAA Brokerage Account ( Account ) include USAA Financial Advisors, Inc. ( FAI ), and USAA Investment Management Company, ( Broker ), as well as each of their agents, not by USAA Federal Savings Bank, or USAA Savings Bank. FAI and Broker are registered broker-dealers. FAI, Broker are affiliates and collectively they provide (i) client service and administration, (ii) securities clearing and processing, (iii) margin lending, to your account under this Customer Account Agreement (this Agreement ). FAI and Broker are collectively referred to in this Agreement, where appropriate, as ( we, us, our or USAA ). Non-deposit investment products are not insured by the Federal Deposit Insurance Corporation ( FDIC ), are not deposits or other obligations of, or guaranteed by USAA Federal Savings Bank, or USAA Savings Bank, are subject to investment risk, and may lose value. This Agreement governs how we will process transactions and administer your Account. This Agreement contains important terms and conditions that apply to your Account. By executing this Agreement, you are agreeing to abide by the terms and conditions hereunder. Please read this Agreement carefully and retain it for future reference. In consideration of you opening one or more accounts with us, and our acceptance of such account(s), you represent and agree as follows: B. GENERAL PROVISIONS: 1. Capacity. Natural Person Account. You are of legal age and authorized to enter into this Agreement and, except as otherwise disclosed to Broker, you are not an employee of any exchange or the Financial Industry Regulatory Authority (FINRA), and you will promptly notify Broker if you become so employed. You should promptly notify us if you become a director, 10% Shareholder or are officer with policy making responsibility of a publicly traded company. You should promptly notify us if you are a designated large trader pursuant to SEC Rule 13h-1, in addition to providing your Large Trader Identification Number. Entity Accounts. You are duly organized and validly existing under the laws of the jurisdiction of your organization, and no consent of any person or the authorization or other action by, and no notice to, or other filing with, any governmental authority or any person is required to execute this Agreement. The execution, delivery and performance of this Agreement do not and will not result in a breach or violation of any applicable law, order or award binding you or your property, organizational documents or material agreements or other instruments. You are not a member firm of any exchange. You understand and acknowledge that this Agreement is incorporated by reference into an applicable supplemental account application, which contains important authorizations that must be completed as a condition to opening an account. 2. Appointment as Agent. You hereby appoint us as your agents for the purpose of carrying out your directions in accordance with the terms and conditions of this Agreement, and you understand and agree that you shall assume all risks associated with the purchase and sale of securities. 3. Authorization. You hereby authorize us to open and close accounts, place and withdraw orders, and take such other steps as are reasonable or necessary to carry out your directions. 4. Investment Purpose. You understand and agree that the funds in your Account shall be maintained for the purpose of investing in securities. If we determine that your use of the account is inconsistent with these investment purposes, then we may cease to provide the Account and convert your account to a brokerage account, which will remain subject to the remainder of this Agreement. 5. Telephone Recording. You understand and agree that any telephone conversation with us may be recorded. 6. Limitation of Responsibility. You understand and agree that neither Broker, FAI, or any of their respective affiliates, offices, directors, agents or employees (collectively, a USAA Party ) shall be liable for any loss, expense, or cost arising out of any request made by telephone for redemption or sale or automatic settlement as long as we transmit or receive the settlement proceeds. You also understand and agree that no USAA Party will be liable for any loss, expense, or cost arising out of any instruction given on your Account, whether given by telephone or in writing, where it is believed by us to be genuine and in accordance with the procedures described in this Agreement, and any supplements or other applicable document or agreement. 7. Address for Communications. All communications, including margin calls, shall be sent to you at the address given by you on your account application or at such other address as you may hereafter give us, and all communications so sent, whether in writing or otherwise, shall be deemed given to you personally, whether actually received or not. 8. Business Days. Business days are Monday through Friday, excluding stock exchange holidays. Although Broker s offices may be open on certain Bank holidays, these days are not considered business days for purposes relating to the transfer of funds. 9. Disclosure of Account Information. Information concerning your Account and transactions processed on your behalf may be disclosed to our affiliates and, in the following circumstances, to third parties: (a.) When necessary to complete the processing of transactions or to resolve errors involving transactions; (b.) To verify the existence and status of your accounts upon the request of a third party such as a credit bureau or merchant; (c.) To comply with a government agency or court order or with other legal process; (d.) To comply with the request of a foreign government, or its agent, that has elected to audit your records, if you own certain foreign securities; (e.) To explain and determine the applicable brokerage household commission level or other services available to you and those other holders of accounts in your brokerage household. 10. Additional Information. You understand that we may request additional documentation as required by applicable law or our policy and procedures, and you agree to promptly comply with any requests for additional information. In particular, we are required by federal law to obtain, verify and record information that identifies each customer who opens an account with us. Unless otherwise waived, we shall ask you for your name, address and organizational, tax-identification and any other information that will reasonably assist us in verifying your identity and legal status. You understand and acknowledge that we are subject to anti-money laundering statutes and regulations, and you agree to reasonably cooperate with us in carrying out our diligence as may be required under such statutes and regulations. You agree to provide us with information as we may reasonably request to comply with applicable anti-money laundering statutes and regulations. You understand and agree that, to the extent permitted by applicable law, we may be required to provide information about you, including confidential information, to the Financial Crimes Enforcement Network or other governmental body in response to a request for information on behalf of a U.S. federal law enforcement agency investigating terrorist activity or money laundering. 2

4 11. Amendment. We may at any time and from time to time amend the terms and provisions of this Agreement, provided that such amendments shall comply with all applicable laws and regulations. Any such amendments shall be effective as of the date posted on our website and your continuing activity after such amendment, including continuing to maintain your account with us, constitutes your agreement to be bound by all amendments to this Agreement, regardless of whether you have actually reviewed them. 12. Arbitration. This Agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement the parties agree as follows: All controversies that may arise between you and us concerning any subject matter, issue or circumstance whatsoever (including, but not limited to, controversies concerning any account, order or transaction, or the continuation, performance, interpretation or breach of this or any other agreement between you and us, whether entered into or arising before, on or after the date this account is opened) shall be determined by arbitration in accordance with the rules then prevailing of the Financial Industry Regulatory Authority (FINRA) or any United States securities self-regulatory organization or United States securities exchange of which the person, entity or entities against whom the claim is made is a member, as you may designate. (a.) All parties to this Agreement are giving up the 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. (b.) Arbitration awards are generally final and binding; a party s ability to have a court reverse or modify an arbitration award is very limited. (c.) The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. (d.) The arbitrators do not have to explain the reason(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. (e.) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (f.) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. (g.) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. (h.) No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute 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: (i.) the class certification is denied; or (ii.) the class is decertified; or (iii.) 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. 13. Repayment of Indebtedness. In the event you become indebted to us in the course of transacting business in your Account, you agree that you will repay such indebtedness upon demand. You agree that if after demand you fail to pay any such indebtedness, we may close your Account and liquidate the assets in such account on a pro rata basis in an amount sufficient to pay your indebtedness. 14. Reimbursement of Costs. You shall reimburse us for the reasonable costs of collection of any debit balance or unpaid deficiency in your account, including any reasonable attorney s fees incurred by us. 15. Force Majeure. We shall not be liable for any loss caused directly or indirectly by war, natural disasters, government restrictions, exchange or market rulings, or other conditions beyond our control. 16. Waiver. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision, nor a continuing waiver of the provision or provisions so waived. 17. Effect of New Laws. If any provision hereof is or at any time should become inconsistent with any present or future law, rule, or regulation of any sovereign government or regulatory or selfregulatory body thereof, or any securities exchange and, if such body has jurisdiction over the subject matter of this Agreement, such provision shall be deemed to be superseded by or modified to conform with such law, rule, or regulation; but in all other respects, this Agreement shall continue and remain in full force and effect. 18. Choice of Law. This Agreement and all transactions processed in your Account shall be governed by and construed under the laws of the state of Texas without regard to principles of conflict of law. 19. Termination of Account. We or you may terminate your Account at any time. 20. Generally. Any and all credit balances, securities, or contracts relating thereto, and all other property of whatsoever kind belonging to you or in which you may have an interest which is held by us or carried for your accounts, shall be subject to a general lien for the discharge of your obligations to us (including unmatured and contingent obligations) however arising, and without regard to whether or not we have made advances on such property and, without notice to you, such property may be carried in our general loans; and all securities may be pledged, re-pledged, hypothecated, and re-hypothecated, separately, or in common with other securities or any other property, for the sum due to us thereon or for a greater sum, and without retaining in our possession and control for delivery a like amount of similar securities or other property. At any time, and from time to time, we may, in our discretion, without notice to you, apply and/or transfer any securities, contracts relating thereto, cash, or any other property therein, interchangeably between any of your accounts, whether individual or joint, from any of your accounts. We are specifically authorized to transfer to your cash account, on the settlement day following a purchase made in your account, excess funds available in any of your other accounts, including, but not limited to, any free balances in any margin account, sufficient to make full payment of such cash purchase. You agree that any debit occurring in any of your accounts may be transferred by us, at our option, to your margin account. Any securities or funds held by us in any of your accounts may be held and used by us as security for the performance of your obligations to us under the terms of this Agreement. 3

5 C. JOINT ACCOUNTS: 1. Joint Authority. With regard to any joint account: (a.) You agree that each registered owner (collectively, you ) shall have authority on behalf of such account to: (i) buy, sell (including short sales), and otherwise deal in, through Broker, stocks, bonds, and other securities, on margin or otherwise; (ii) receive on behalf of such account demands, notices, confirmations, reports, statements, and communications of every kind; (iii) receive on behalf of such account money, securities, and property of every kind and dispose of same; (iv) make on behalf of such account agreements relating to any of the foregoing matters and terminate or modify same or waive any of the provisions thereof; and (v) generally deal with us on behalf of such account as fully and completely as if he/she alone were interested in such account, all without notice to the other registered owner(s). Notwithstanding the foregoing, you understand and acknowledge that USAA may, in its discretion, require joint action by all account owners with respect to any matter concerning the account, including the giving or cancellation of orders or the withdrawal of funds, securities or other property from the account. (b.) You hereby authorize us to: (i) follow the instructions of any of the registered owners in every respect concerning such account and to make deliveries to any such registered owner, or upon his/her instructions, of any or all securities in such account; and (ii) to make payments to any such registered owner, or upon his/her order, of any or all monies at any time, or from time to time, in such account as he/she may order and direct for the benefit of such account. The authority hereby conferred shall remain in force until written notice of the revocation of such is delivered to Broker. 2. Liability for Account. Your liability with respect to any such joint account shall be joint and several. You further agree that all property we may, at any time, be holding or carrying for any one or more of the registered owners shall be subject to a lien in our favor for the discharge of such account to us, such lien to be in addition to, and not in substitution of, the rights and remedies we otherwise would have. 3. Death of Joint Owner. You further agree that in the event of the death of either or any of the registered owners of such account, the survivor or survivors shall immediately give us written notice thereof; and we may, before or after receiving such notice, initiate such proceedings, require such papers and inheritance or estate tax waivers, retain such portion of and/or restrict transactions in such account as we may deem advisable to protect us against any tax, liability, penalty, or loss under any present or future laws or otherwise. The estate of any registered owner who shall have died shall be liable and each survivor shall continue to be liable jointly and severally to us for any net debit balance or loss in such account in any way resulting from the processing of transactions initiated prior to the receipt by us of such notice of death or incurred in the liquidation of the account or the adjustment of the interests of the respective parties. Upon the death of any owner of an account registered jointly as joint tenants with rights of survivorship (JTWROS), all remaining right, title, and interest in and to such account shall vest in the surviving joint owner(s). 4. Inconsistent Instructions. In the event Broker receives inconsistent instructions from two or more registered owners, reasonably believes instructions received from one registered owner are not mutually agreeable to all registered owners, or receives a court order with respect to the account, Broker may, but is not obligated to, restrict activity in the account, require that all instructions be in writing signed by all registered owners, suspend or terminate your Account, and/or file an interpleader action in an appropriate court at the expense of the registered owners. 5. Type of Registration. We make no representation regarding the tax aspects or the legal results of opening a joint account or any other type of account registration. You are solely responsible for selecting the type of account registration. We recommend that you consult with your own attorney or other advisor to determine the advisability of establishing joint account registration. D. SECURITIES TRANSACTIONS GENERALLY: 1. Broker. You understand that Broker will execute and clear all securities transactions initiated by you under this Agreement and will have custody and control of all funds and securities in your Account in its capacity as broker. 2. SIPC. Broker or its agent(s) will hold all securities in your Account, and such securities will be protected by the Securities Investor Protection Corporation ( SIPC ) for up to $500,000 (including $250,000 in cash). You may obtain information about SIPC, including the SIPC brochure, by contacting SIPC at (202) or by visiting the SIPC website at SIPC is a non-profit corporation that provides protection to customers of covered members in the event of the member s insolvency. SIPC does not protect against a decline in the value of the securities. 3. Microcap securities. Broker will no longer trade, transfer, or accept certain microcap stocks electronically or in physical form (certificates). Microcap securities are also known as penny stocks, low-price securities, pink sheets, or bulletin boards. 4. USAA Mutual Funds. By calling FAI you can buy and sell mutual funds managed by USAA Asset Management Company and distributed by Broker You understand that the account registration of any USAA mutual funds purchased shall be identical to your Account registration. We will distribute the Fund s current prospectus to you. You agree to be bound by the terms and conditions set forth in the Fund s current prospectus. 5. Uninvested Cash: Settlement and Sweep Provisions. (a.) Non-retirement Plan Account (i.) For any activity that generates a cash balance in your Account, you authorize Broker and its agents to automatically move money by the method you have selected as explained below [not all options are available for every account type]: A) USAA Brokerage Cash. USAA Brokerage cash funds are properly accounted for in the record books of Broker; may be used in the business operations of Broker; are payable on your demand; are customer funds that are not segregated and are understood to be pending investment. The interest paid on USAA Brokerage Cash, if any, will be set by Broker and is subject to change without notice. Any interest paid will accrue daily and be paid monthly. If you have selected USAA Brokerage Cash, funds will be deducted to settle securities purchases or to satisfy other debit balances in your account on settlement 4

6 date or payable date. Funds received from the sale of securities and other credits will remain in your brokerage account. B) Tax Exempt Money Market Fund (the Money Market Fund ). If you select one of the tax exempt money market funds options offered, the current prospectus will be sent to you. You agree to be bound by the terms and conditions in the Money Market Fund s current prospectus. Cash will be swept automatically from your Money Market Fund to settle securities purchases or to satisfy other debit balances in your account. Cash received from the sale of securities and other credits will be swept automatically from your brokerage account to your Money Market Fund on settlement date or payable date. Money Market Fund shares are not insured or guaranteed by the FDIC or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Money Market Fund. Unless otherwise permitted by applicable laws, rules, regulations, or this Agreement, Broker shall not vote any of the Money Market Fund shares held hereunder except in accordance with your instructions received in a form and manner acceptable to Broker. If you give Broker timely instructions with respect to a specific proposal Broker forwards to you, Broker will vote your Money Market Fund shares as instructed. If you do not provide specific instructions with respect to a specific proposal, you hereby instruct Broker to vote your Money Market Fund shares for or against such proposal in the same proportion as all shares of the designated Money Market Fund held in all accounts in accordance with the terms of this provision for which instructions in proper form have been timely received by Broker, provided, however, that instructions from accounts over which Broker Company has discretion to vote the Money Market Fund shares shall be excluded from the calculation of this proportion. (ii.) Upon your purchase or sale of any security through your account, if you fail to make payment or deliver securities in good form, you authorize us to take any steps necessary to complete the transaction in which event you agree to reimburse us for all costs, losses, or liabilities incurred by us. (iii.) You acknowledge that your choice of settlement and sweep options was made upon your own determination and without reliance on us. (b.) Retirement Plan Account/Coverdell Education Savings Account (ESA) (i.) For any activity that generates a cash balance in your USAA retirement plan account or Coverdell ESA, you authorize Broker and it s agents to automatically move money by the method you have selected as explained below: A) Taxable Money Market Fund (the Taxable Money Market Fund ). If you select the Taxable Money Market Fund option offered, the current prospectus will be sent to you. You agree to be bound by the terms and conditions in the Taxable Money Market Fund s current prospectus. Cash will be swept automatically from your Taxable Money Market Fund to settle securities purchases or to satisfy other debit balances in your account. Cash received from the sale of securities and other credits will be swept automatically from your 5 brokerage account to your Taxable Money Market Fund on settlement date or payable date. Taxable Money Market Fund shares are not insured or guaranteed by the FDIC or any other government agency. Although the Taxable Money Market Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Taxable Money Market Fund. Unless otherwise permitted by applicable laws, rules, regulations, or this Agreement, Broker shall not vote any of the Taxable Money Market Fund shares held hereunder except in accordance with your instructions received in a form and manner acceptable to Broker. If you give Broker timely instructions with respect to a specific proposal Broker forwards to you, Broker will vote your Taxable Money Market Fund shares as instructed. If you do not provide specific instructions with respect to a specific proposal, you hereby instruct Broker to vote your Taxable Money Market Fund shares for or against such proposal in the same proportion as all shares of the designated Taxable Money Market Fund held in all accounts in accordance with the terms of this provision for which instructions in proper form have been timely received by Broker, provided, however, that instructions from accounts over which Broker has discretion to vote the Taxable Money Market Fund shares shall be excluded from the calculation of this proportion. B) USAA Federal Savings Bank FDIC-Insured Money Market Deposit Account. The following terms and conditions apply to the USAA Federal Savings Bank FDIC-Insured Money Market Deposit Account (the Bank Account ): i. Bank Account Cash Balance Sweep Arrangement. If you choose the bank account sweep option, Broker will deposit your funds in an FDIC-insured account on your behalf at its Bank. The existence of the Bank account shall be marked by book entry on the account records of the Bank. No evidence of ownership, such as a passbook or certificate, will be issued to customers. ii. How the Bank Account Cash Balance Sweep Arrangement Works. If you elect to have cash in your Account swept into a Bank Account at the Bank, such balances will be remitted for deposit into the Bank by Broker acting as your agent. iii. Transfers and Withdrawals. Automatic withdrawals are made from your Bank balance as necessary to satisfy debit balances in your account with Broker. As required by federal regulations, the Bank reserves the right to require seven (7) days prior notice before permitting a transfer out of the Bank Account. iv. Interest. Balances in the Bank Account will earn interest at a rate established by the Bank. The rate may vary from time to time and may be the same for all customers or different for different customers based on levels of balances in the Bank Account. Interest rates generally will be determined on the last business day of each prior month and will apply to balances as of the first day through and including the last day of the current month. Interest will accrue on account balances from the day they are remitted to the Bank until or through date of withdrawal, and will be compounded and

7 credited monthly. Interest on the Bank Account will be calculated using the average daily balance method. This method applies the applicable rate to the principal in the account each day. v. Customer Statements. Bank Account activity will appear in chronological order on the periodic statement. The statement will show the total of the opening and closing balances. The statement will also show the interest rate and interest amount earned for the period. vi. Relationship with Broker. Broker is acting as agent and messenger for customers who wish to have their cash balances swept into the Bank Account. Broker will receive a fee for services directly from Bank. The amount of the fee may vary from time to time based on market standards. vii. Deposit Insurance. The USAA Federal Savings Bank Insured Money Market Account is provided and held by USAA Federal Savings Bank, Member FDIC, and is not held as a position in your brokerage account. Broker, FAI and Bank are separate but affiliated companies. Bank Account deposits are insured by the FDIC up to the maximum allowable amount (including principal and interest) when aggregated with all other Bank Accounts held by you in the same insurable capacity. Insurance coverage is subject to other deposits (including but not limited to deposits that may be held in retirement or employee benefit plan accounts) you hold at Bank in the same ownership capacity. You are responsible to monitor the total amount of deposits you have at Bank in order to determine the extent of FDIC insurance coverage available to you. We are not responsible for any insured or uninsured portion of your deposits at Bank. The amount of deposit insurance you will be entitled to will vary depending on the type of plan or account and on whether deposits held by the plan or account will be considered separately or aggregated with the deposits in the same Bank held by other plans or accounts. It is therefore important to understand the type of plan or account holding the deposits. The following sections entitled Individual Retirement Account, Pass-Through Deposit Insurance for Employee Benefit Plan Deposits, and Aggregation of Retirement Plan and Account Deposits generally discuss the rules that apply to deposits of retirement plans and accounts: Individual Retirement Accounts ( IRAs ) and other Self-Directed Retirement Accounts. IRAs (including Roth IRAs), self-directed Keogh accounts, and certain other self-directed retirement accounts (such as government-sponsored 457 plans and private employer sponsored 401(k) plans) are insured up to $250,000 per depositor. Each person s deposits in selfdirected retirement accounts at the Bank are added together and insured up to $250,000, separately from any retirement accounts that are not self-directed and any non-retirement accounts. Pass-through Deposit Insurance for Employee Benefit Plan Deposits. Employee benefit plan accounts are deposits of a pension plan, profit-sharing plan or 6 other employee benefit plan that is not self-directed. Employee benefit plan deposits are insured up to $250,000 for each participant s interest in the plan if certain requirements are met. This coverage is known as pass-through insurance because the insurance coverage passes through the plan administrator to each participant s interest or share. This means that each participant in the employee benefit plan is entitled to insurance of his or her interest in the employee benefit plan s deposits of up to $250,000 at the Bank (subject to the aggregation of the participant s interests in different plans, as discussed below). The pass-through insurance provided to an individual as an employee benefit plan participant is in addition to the $250,000 deposit insurance allowed on other deposits held in an individual or other recognized insurance capacity by an individual with the Bank. A deposit held by an employee benefit plan eligible for pass-through insurance is not insured for an amount equal to the number of plan participants multiplied by $250,000. For example, an employee benefit plan owns $550,000 in deposits at the Bank. The employee benefit plan has two participants, one with a vested non-contingent interest of $300,000 and one with a vested non-contingent interest of $250,000. In this case, the employee benefit plan s deposits would be insured up to only $500,000; the individual with the $300,000 interest would be insured up to the $250,000 limit and the individual with the $250,000 interest would be insured up to the full value of such interest. The contingent interests of participant in an employee benefit plan and over funded amounts attributed to any employee benefit plan are not insured on a passthrough basis. Contingent interests of a participant in an employee benefit plan deposit are interests that are not capable of evaluation in accordance with FDIC rules, and are aggregated and insured up to $250,000. Similarly, over funded amounts are insured, in the aggregate for all participants, up to $250,000 separately from the insurance provided for any other funds owned by or attributable to the employer or an employee benefit plan participant. Aggregation of Plan and Account Deposits. Under FDIC regulations, a participant s interest in plans maintained by the same employer or employee organization (e.g., a union) which are holding deposits of the same institution will be insured up to $250,000 in the aggregate. In addition, under FDIC regulations a participant s interest in the deposits of held in the Bank, for example, in (i) an IRA, (ii) governmentsponsored 457 plan, (iii) self-directed Keogh plan, or (iv) self-directed defined contribution plan will be insured up to $250,000 in the aggregate, separately whether or not maintained by the same employer or employee organization. Questions about FDIC Deposit Insurance Coverage. If you have questions about basic FDIC insurance coverage, please contact FAI. You may wish to seek advice from your own attorney or financial advisor concerning FDIC insurance coverage of deposits held in more than one capacity. You may also obtain information by contacting the FDIC, Deposit Insurance

8 Outreach, Division of Supervision and Consumer Protection, by letter (3501 North Fairfax Drive, Room E-1005), Arlington, VA 22226), by phone (877) or (800) (TTD), by visiting the FDIC website at or by using the FDIC s on-line Customer Assistance From available on the FDIC website. (c.) Upon your purchase or sale of any security through your account, if you fail to make payment or deliver securities in good form, you authorize us to take any steps necessary to complete the transaction in which event you agree to reimburse us for all costs, losses, or liabilities incurred by us. (d.) You acknowledge that your choice of settlement and sweep options was made upon your own determination and without reliance on us. (e.) If the sweep account investment vehicle designated for your Account becomes unavailable at any time for any reason, you authorize us to change your then-current sweep account investment vehicle to an alternative sweep product option available under the sweep program. In this event, any or all of the credit balance in your Account may be placed into an alternative sweep account investment vehicle. You agree to hold harmless any USAA party for any actions taken in connection with or resulting from USAA changing your sweep account investment vehicle selection. Any changes to your sweep account selection may result in, among other things, changes to the rate of return offered by the alternative sweep account investment vehicle that we select for you. 6. Professional Advice. You understand that we, including any agent or employee acting on our behalf, provide no investment, legal, tax, or accounting advice with respect to your Account, other than solely rendering investment advice related to USAA mutual funds and certain municipal securities which you may own an interest through your Account. All transactions will be processed on your order or the order of your authorized delegate, except as described below. 7. Long and Short Sales. You agree that, in giving orders to sell, all short sale orders will be designated as short and all long sale orders will be designated as long and that the designation of a sell order as long is a representation on your part that you own the security and, unless otherwise waived by Broker in its sole discretion, that you have delivered such security to Broker. 8. Delivery of Sufficient Funds and Securities. You agree to have available or to deliver sufficient funds to cover the amount due on purchases made for your Account and required margin deposits by 2 p.m. Eastern Standard Time on the applicable settlement dates, and you agree to deliver any securities sold from your Account that you have in your possession to Broker at least one (1) business day before the applicable settlement date. 9. Statements. You will receive a periodic statement detailing: all purchases of merchandise, services, and cash advances made with your debit card; redemption activity; securities bought and sold in your Account, whether on margin or on a fully paid basis; margin loans and repayments, and interest charges, if any; the number of Money Market Fund shares that were purchased or redeemed for you, if any; any options transactions undertaken; and electronic fund transfers and fees assessed. Statements may be sent in lieu of confirmations pursuant to Securities and Exchange Commission reporting rules. Please review your statements and notify us of any inaccuracies within 10 days. Oral communications should be re-confirmed in writing to protect your rights, including rights under the Securities Investor Protection Act (SIPA) Applicable Rules. All transactions initiated for your Account shall be subject to the constitution, rules, regulations, customs, and usages, as the same may be constituted from time to time, of the exchange or market (and its clearinghouse, if any) where executed. 11. Order Routing and Payment for Order Flow Disclosure. Unless otherwise instructed, Broker routes equity and option orders taking into consideration, among other factors, the quality and speed of execution, as well as the credits and cash payments receivable from various Trading Centers as defined in Regulation NMS utilized by Broker. Broker shall make publicly available for each calendar quarter a report on its routing of non-directed orders in covered securities during that quarter. Broker shall, on your request, disclose to you the identity of the venue to which your orders were routed for execution in the six months prior to the request, whether the orders were directed orders or non-directed orders and the time of the transactions, if any, that resulted from such orders. Broker may receive compensation for directing order flow in equity securities. The source and nature of this compensation, if any, received in connection with specific transactions in your account will be furnished upon written request. 12. Commissions. Broker shall charge you for buying or selling securities or property according to the Commission Schedule in effect at the time of the transaction, the terms of which are incorporated into this Agreement by reference. The Commission Schedule shall be determined by Broker in its discretion and is subject to change without prior notice to you. You may view the current Commission Schedule at usaa.com or you may request a current Commission Schedule by calling FAI. 13. Householding for Brokerage Commissions. You may qualify for a more favorable commission level based on the assets and trading activity for your brokerage household. Broker will make a reasonable effort to household accounts of persons with the same last name (or a different last name, if a spouse) and the same address. Eligible assets are described in the Commission Schedule. Traditional IRA, Roth IRA, SEP IRA, and SIMPLE IRA accounts (collectively IRA accounts) are eligible. However, in determining accounts eligible for a discounted commission level based on householding assets and trade activity, an IRA account may be grouped only with accounts registered in the name of the IRA or in the name of any of the following members of the IRA account owner s family: the IRA account owner s spouse; child or such child s spouse; grandchild or such grandchild s spouse; parent; grandparent; brother or sister (or spouse of the brother or sister). The accounts of either a non-lineal descendant or a non-ancestral cousin of the IRA account owner are ineligible. For accounts where ownership is registered to a trust or custodial account or other fiduciary account, you as fiduciary are responsible for complying with your legal responsibilities and fiduciary obligations. Broker is not responsible for identifying accounts eligible for householding consolidation. Broker may household other accounts at Broker s discretion. Certain accounts may not be eligible for account householding consolidation, including but not limited to Corporate Accounts, Keoghs, 401(k)s, 403(b)s, Investment Clubs, Estate Accounts, and Partnerships. The assets of accounts that are part of a brokerage household are not commingled and retain account ownership rights and responsibilities. Please contact Broker for more information or to provide Broker instructions with respect to householding eligible accounts. Commissions and other items relating to your Account may be determined based on trading activity and account balances in eligible accounts. You acknowledge and agree that it is your responsibility to review the applicable Commission Schedule and your Account statements, and to consult with other members of your household who may have accounts with Broker to determine whether Broker should update or change your commission level. We are not responsible for any claimed error in determining your commission level. If there are other account owners in your brokerage household, you understand and acknowledge that Broker may use information about your household

9 account assets and trading activity to explain and determine the applicable brokerage household commission level or other services available to you and those other holders of accounts in your brokerage household. You agree to contact Broker if you do not want such account information shared with other members of your brokerage household. You agree to indemnify any USAA party and hold harmless any USAA party from any loss, claim, expense, or other liability in connection with account household groups. 14. Electronic Documents. In order to receive certain documents by electronic delivery, you are required to accept an Electronic Services Agreement. Any documents that are delivered to you electronically are deemed to be in writing, and you acknowledge and agree that this Agreement and the Electronic Services Agreement constitute notice to you that communications may be posted on our Web site, or by any other means, such as by . You further acknowledge that you have confirmed in the Electronic Services Agreement that you have access to online documents and are able to view, download and save any communications delivered to you via online means. If your signature or acknowledgement is required or requested with respect to any such document and any authorized user clicks in the appropriate space, or takes such other action as may be indicated, you will be deemed to have signed or acknowledged the document to the same extent and with the same effect as if you had signed the document manually. E. EQUITY DIVIDEND REINVESTMENT SERVICE: 1. Dividend Reinvestment. If you elect to participate in the Equity Dividend Reinvestment Service ( EDRS ), Broker will automatically reinvest your cash dividends (and certain other cash distributions paid on eligible securities in your account) in additional shares of the same securities. You may request automatic reinvestment for all eligible securities that you specifically request. As of the date of this Agreement, no commission is charged for this service. Broker may, in the future, charge a transaction fee for EDRS. If you have elected on your Account Application to receive EDRS, Broker will automatically reinvest your cash dividends (and certain other cash distributions paid on eligible securities in your account) in additional shares of the same securities. If you did not elect to receive EDRS, you may notify Broker by telephone or in writing that you wish to receive EDRS at any time in the future. You will begin receiving EDRS three (3) business days after you notify Broker by telephone or within five (5) business days after you notify Broker in writing. 2. Selected Securities. You may direct Broker to provide EDRS to all eligible securities in your Account, or you may choose to receive EDRS only on individual securities. When you purchase or deposit a new security into your Account, you must give new instructions to have EDRS applied to such security or dividends will not be reinvested. On any security not designated to receive EDRS, dividends will not be reinvested. To add or remove EDRS with respect to any securities in your Account, you must notify Broker at least three (3) business days prior to the day on which dividends or other eligible cash distributions are payable for those securities. Dividends will be reinvested for all securities for which you have selected EDRS and which you own on the record date for determining shareholders eligible to receive such dividends as long as you still own any whole shares of such securities on the dividend payable date. 3. Eligible Securities. Most securities listed on the New York Stock Exchange, the American Stock Exchange, or traded on the NASDAQ are eligible for EDRS. Foreign securities and short positions are not eligible. 4. Eligible Cash Distribution for Reinvestment. Most cash distributions on eligible securities selected for participation in EDRS may be reinvested, including ordinary dividends and capital gain distributions. Cash-in-lieu payments, and certain special dividend payments, however, cannot be automatically reinvested. You may not combine funds from eligible cash distributions with any funds you deposit into your Account to make automatic reinvestment purchases. 5. Equity Dividend Reinvestment Transactions in Eligible Securities. On the payable date or no later than the first business day following a dividend payment for each security participating in EDRS, we will combine cash distributions from your Account with those from other customers requesting reinvestment in the same security and use those funds to purchase securities for both you and the other customers. On the payable date or no later than the first business day following payable date, we will credit to your Account the number of shares equal to the amount of your funds to be reinvested in a particular security divided by the purchase price per share. If several purchase transactions are required in order to reinvest your and other customers eligible cash distributions in a particular security, the purchase price per share will be the weighted average price per share for all shares purchased. 6. Partial Shares. Automatic reinvestment of your eligible cash distributions may give you interest in partial shares of securities, which we will purchase for your account up to three decimal places. The number of decimal places is subject to change in the future. It is possible that, after reinvestment of your cash distribution to a set number of decimal places, a small amount of the distribution may be left over and thus uninvested. USAA retains for itself this uninvested amount and may donate it to charity. If you want to avoid this result, you should not participate in the EDRS and instead choose to receive the full amount of your dividend in cash without automatic reinvestment. You will be entitled to receive dividend payments proportionate to your partial share holdings. If an account is transferred, if a stock undergoes a reorganization or if stock certificates are ordered out of an account, partial share positions, which cannot be transferred, reorganized, or issued in certificate form, will be liquidated at prevailing market prices. No commission will be charged for these transactions. Timing is subject to Broker s discretion. In mandatory corporate reorganizations, your partial shares will be handled according to the terms of the particular reorganization. In voluntary reorganizations, instructions you give Broker will only be applied to your whole shares. In the event of a rights offering to holders of an eligible security, Broker will cause the rights accruing to all partial shares of that security to be sold. Automatic equity dividend reinvestment may give you a partial share position in securities that are callable in part. In the event of a call, the partial shares to be called will be selected in an automated random selection in which the probability of your holdings being selected is proportional to the holders of all Broker customers who hold partial share positions in that security. You have the right to withdraw from your account cash-in-lieu of your uncalled fully paid partial share positions prior to the publication date of a partial call. If you no longer have the shares you had on publication date, and your position is called, you will need to cover those shares. 7. Continuing Effect of Authorization; Termination. You authorize us to purchase for your Account shares of the securities you have selected for EDRS. Such authorizations shall remain in effect until you give us notice to the contrary at least three (3) business days prior to the day on which cash dividends are paid. Such notice shall not affect any obligations resulting from transactions initiated prior to our receipt thereof. 8

10 F. MARGIN TRANSACTIONS: The following additional terms, conditions, and representations shall apply to you. FAI or Broker (collectively referred to as USAA in Section F of this Agreement only) may in its discretion agree to extend credit ( Margin ) to you for the purpose of purchasing, carrying or trading in securities or other property. You acknowledge and agree that you are solely responsible for determining if Margin is appropriate for you in light of your financial resources, objectives and particular circumstances, and that USAA is not making this determination by agreeing to extend to you Margin. Margin privileges are an automatic feature of your Account. 1. Margin Maintenance. You shall maintain such margins as USAA Financial Advisors Inc. (FAI) or USAA Investment Management Company (Broker) (collectively USAA) may in its discretion require from time to time and shall pay on demand any debit balance owing with respect to any of your accounts. You shall be liable to USAA for any deficiencies in such account in the event of the liquidation of such account, in whole or in part, by you or USAA. Whenever USAA, in its discretion, deems it desirable for its own protection (and without the necessity of a margin call), including, but not limited to, an instance where a petition in bankruptcy or for the appointment of a receiver is filed by or against you, or an attachment is levied against your account, or in the event of notice of your death or incapacity, or in compliance with the orders of any securities exchange, USAA may, without prior demand and without any notice of the time or place of sale, all of which are expressly waived by you, sell any or all securities or contracts relating thereto which may be in its possession, or which it may be carrying for you, or buy any securities or contracts relating thereto of which your account or accounts may be short, in order to close out in whole or in part any commitment on your behalf or USAA may place stop orders with respect to such securities, and such sale or purchase may be made at its discretion on any securities exchange or other market where such business is then transacted or at public auction or private sale, with or without advertising, and neither any demands, calls, tenders, or notices which it may make or give in any one or more instances nor any prior course of conduct or dealing between you and us shall invalidate the aforesaid waivers on your part. USAA shall have the right to purchase for its own account any or all of the aforesaid property at such sale, discharged of any right of redemption, which is also hereby waived by you. 2. Investment Purposes. You agree that any credit extended to you in connection with your account will be primarily for investment or business purposes. 3. Interest. You agree to be charged interest on any credit extended to or maintained for you by Broker for the purpose of purchasing, carrying, or trading in any security. The annual rate of interest which will be charged on the net debit balances will be calculated by means of a formula based on Broker s Base Rate, set at Broker s discretion with reference to commercially recognized interest rates, such as the rate for broker s call money published in the Wall Street Journal. The annual rate is subject to change without prior notice in accordance with changes in the Broker s Base Rate. With the exception of a credit balance in the short account, all other credit balances in all cash and margin accounts are combined and interest is charged to the margin account on any resulting net debit balance. Interest is computed monthly on the average net debit balance during the month. If during the month there is a change in interest rates, the average interest rate for the month used to calculate interest on your account will appear on your monthly statement. The combining of balances, as well as the actual interest calculations, are done by computer; but the interest is arrived at by multiplying the net debit balance by the effective rate of interest divided by 360, times the number of days outstanding. 4. Additional Collateral. In the event there is a decline in the market value of the securities in your account, USAA may request additional collateral. Generally, such a request for additional collateral will be made by USAA when the equity in the account falls below thirty percent (30%). However, USAA retains the right to require additional margin at any time it deems necessary or advisable. Any such call for additional collateral may be met by delivery of additional marginable securities or cash. All securities in any of your accounts are collateral for any net debit balance. A lien in favor of USAA is created by these debits to secure the amount of money owed by you. This means that, in accordance with the terms of this Agreement, securities in such accounts can be sold to USAA to redeem or liquidate any net debit balance in these accounts. 5. Margin Calls. You understand and agree that USAA may deliver margin calls and other notices to you for the sole purpose of collection of your obligations under this Agreement. 6. Fungibility of Securities. All securities and other property now or hereafter held in your account may be pledged, re-pledged, hypothecated, or re-hypothecated either separately or together with securities of other customers, either for the amount due USAA or for a greater sum. 7. Compounding of Interest. Interest on debit balances will be charged and compounded in accordance with your account agreement and as permitted under the laws of the state of Texas. Interest is charged beginning on settlement, and until sell order settles. 8. Control Representations. You represent that, with respect to securities against which credit is or may be extended to you under this Agreement: (a) you are not the beneficial owner of more than three percent (3%) of the number of outstanding shares of any class of equity securities, and (b) you do not control, are not controlled by, and are not under common control with the issuer of any such securities. In the event that any of the foregoing representations is inaccurate or becomes inaccurate, you agree to promptly advise Broker in writing. 9. USAA Mutual Funds. Unless you instruct USAA, USAA mutual funds are not marginable. 10. New Stock Issues. You cannot margin eligible new stock issues until thirty (30) days after issuance or open-end mutual funds until thirty (30) days after purchase. 11. Lending of Securities. Within the limitations imposed by applicable laws, rules and regulations, USAA is authorized to lend to itself, as principal or otherwise, or to others, any securities held by them on margin for any of your accounts or as collateral therefore, either separately or with other securities. You represent that you understand that any losses or other detriments or gains or other benefits arising from any such lending of securities shall not accrue to your account. 9

11 G. OPTIONS TRANSACTIONS: The following additional terms, conditions, and representations shall apply to you only if you have requested option trading privileges on your Account Application and been granted such privileges: 1. Applicable Rules. All option transactions shall be subject to the constitutions, rules, regulations, customs, and usages of the Options Clearing Corporation ( OCC ) and any exchange or other marketplace where such transactions are executed. In addition, you are aware of, and agree to be bound by, the rules of the Financial Industry Regulatory Authority (FINRA) applicable to option contracts. 2. Authorization of USAA. In case of your insolvency, death, or the attachment of your property, USAA may, with respect to any open option contract positions, take such steps as it may consider necessary or appropriate to protect itself against loss. 3. Acknowledgment. You acknowledge that you have received, read, and understand the characteristics and Risks of Standardized Options Booklet (the OCC Risk Disclosure Booklet ). You affirm specifically your understanding of the following disclosures about option trading: (a.) Both the purchase and the writing of option contracts involve a high degree of risk, are not suitable for many investors and, accordingly, should be entered into only by investors who understand the nature and extent of their rights and obligations and are fully aware of the inherent risk involved. (b.) You should not purchase any option unless you are able to sustain a total loss of the premium and transaction costs and (i) you should not write a call option unless you either own the underlying security (or a security immediately convertible, exchangeable, or exercisable into such underlying security), or you are able to sustain substantial financial losses; and (ii) you should not write a put option unless you are able to sustain the loss resulting from purchasing the underlying security at the exercise price. (c.) The price of an option contract is affected by various factors, such as the relationship between the exercise price and the market price of the underlying security, the expiration date of the option, and the price fluctuations or other characteristics of the underlying security. (d.) Exchanges and other regulatory bodies may restrict transactions in particular options or the exercise of option contracts in their discretion from time to time. 4. Investment Objectives. You have noted particularly those sections of the OCC Risk Disclosure Booklet which summarize the risk factors involved in options trading, and you have determined that, in view of your financial situation and investment objectives, option trading is suitable for you. You shall advise us of any changes in your investment objectives, financial situation, or needs insofar as such changes are material to your option transactions. In this regard, you represent that the financial and other information listed on your account application is accurate. 5. Exercise of Options. You are aware of USAA s requirements and time limitations for accepting an exercise notice. In the event you fail to instruct USAA to exercise a valuable option by 4:30 p.m. Eastern Time on the business day immediately preceding the expiration date of an option, USAA may, but is not obligated to, exercise such option. Any resulting security position on your behalf may be liquidated upon receipt of appropriate instructions from you. You understand and agree that USAA may maintain an existing short security position on your behalf only in accordance with USAA s house margin requirements. You understand that you may be charged two commissions in connection with the exercising of any option. You further understand that USAA reserves the right to exercise any option which would not be profitable to you for its own account and without prior authorization from you. If you do not notify USAA to exercise a valuable option by the time stated above and USAA, for whatever reason, is unable to exercise an option on your behalf, you hereby agree to waive any and all claims for damage or loss which you might have at the time or any time thereafter against us arising out of the fact that the option was not exercised. 6. Minimum Equity or Position. You understand that before writing any option, you must have in your account a minimum equity or appropriate position in such amount as USAA may specify from time to time and that no withdrawals of cash or securities will be permitted from the account which would reduce either the equity or position below USAA s requirements. You further understand that any orders to sell any securities held in your account pursuant to such minimum maintenance requirements may be refused by us at our sole discretion, and you shall not hold us liable for any loss that you may sustain due to our refusal to permit the sale of said securities during such period. 7. Margin Calls and Reimbursement. Regarding any margin transactions you may make, and supplementing the terms and conditions of this Agreement, in the event you do not meet our margin calls properly, USAA is authorized in its sole discretion, and without notification to you, to take any and all steps necessary to protect itself in connection with put or call transactions made for your account, including without limitation, the right to buy or sell short, or short exempt, for your account and risk any part or all of the shares represented by options endorsed by it for your account, or to buy, sell, or exercise any put or call options as it may deem necessary to fully protect itself. Any and all losses or expenses incurred by USAA in this connection will be reimbursed by you. 8. Responsibility for Exercise. You shall have the sole responsibility to exercise, in a proper and timely manner, any right, privilege, or obligation of any put option, call option, or other option which USAA may purchase, handle, endorse, or carry for your account. USAA shall not be liable in connection with the execution, handling, selling, purchasing, or endorsing options for your account, except for gross negligence or willful misconduct on our part. 9. Compliance with Exercise and Position Limitations. You, alone or in concert with others, will not violate the position limits or the exercise limits of the exchanges as explained in the OCC Risk Disclosure Booklet; nor will you, alone or in concert with others, violate the position limits or the exercise limits established by the FINRA. 10. Selection of Market. You understand and acknowledge that, when transactions on your behalf are to be executed in options traded in more than one marketplace, in the absence of specific instructions from you, USAA may use its discretion in selecting the market in which to enter your orders. 11. Options Pairing. At our discretion, we will pair options positions in the Account that constitute a spread position. You agree to accept the matching logic employed by USAA to determine spread pairings and you agree to maintain sufficient equity in your Account to meet the equity requirements that may result from such pairings as determined by USAA in its discretion. 12. Random Selection. You understand that USAA handles assignments on a random selection basis. 10

12 USAA Financial Advisors, Inc. accounts are carried by an affiliate, USAA Investment Management Company, both registered broker dealers. 2013, USAA. All rights reserved.

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