Mid Atlantic Capital Corporation 1251 Waterfront Place Suite 510, Pittsburgh, PA 15222 412-391-7077 Fax 412-391-7220 Institutional New Account Application and Agreement ACCOUNT INFORMATION Name of Institution Mailing Address Mailing Address City State Zip Telephone Number Fax Number U.S. Tax Identification Number REGISTRATION TYPE Bank Savings and Loan Association Insurance Company Registered Investment Company Investment Adviser (registered under 203 of the Investment Advisers Act of 1940) Other entity with total assets of at least $50 million DVP/RVP INSTRUCTIONS DTC No: Inst. ID No. Agent Bank No. Customer No. AUTHORIZED INDIVIDUALS In addition to the Authorized Officers(s) signing below, the following persons (each a "Transacting Person") (1) are at least 18 years old; (2) hold the position with the investor stated next to his or her name; and (3) are authorized to effect transactions on behalf of the Authorized Officer(s) signing below. Name Title Telephone Email Address Name Title Telephone Email Address Name Title Telephone Email Address INTERESTED PARTIES (if desired) Check applicable boxes Name Address City, State, Zip Name Address City, State, Zip Confirms Statements Confirms Statements FOR INTERNAL USE ONLY X_ Registered Representative X MACC Principal MACC Account Number -1-
Signature and Taxpayer Certification We, the undersigned, hereby acknowledge that we are at least 18 years old and hold the position stated. We hereby acknowledge that we have read, understood and agreed to the terms set forth in the Customer Agreement herein. Under penalties of perjury, we certify that: (1) The tax identification number indicated on this Application is correct, and (2) the named accountholder is not subject to backup withholding because (A) it is exempt from backup withholding, OR (B) it has not been notified by the IRS that it is subject to backup withholding, OR (C) it has been notified by the IRS that it is no longer subject to backup withholding (NOTE: cross out item (2) before signing if it does not apply). We understand that telephone calls to Mid Atlantic Capital Corporation may be recorded and hereby consent to such recording. Reports of executions of orders and statements of our account shall be conclusive if not objected to in writing within five (5) days and ten (10) days respectively, after transmitted to us by mail or otherwise. In connection with any recommended transaction or investment strategy, including municipal securities by MACC, its associated persons, or an electronic trading system for which access is provided, the undersigned, who is authorized to act on behalf of the registrant, acknowledges and certifies that the registrant is an Institutional Account as defined in FINRA Rule 4512(c)3; it is capable of independently evaluating investment risks and market values, both in general and with regard to all transactions and investment strategies involving a security, securities and/or municipal securities; it will exercise independent judgment in evaluating the recommendations of MACC, its associated persons, unless it has otherwise notified MACC in writing; and it will notify MACC if anything in this certification ceases to be true. WE REPRESENT THAT WE HAVE READ THE TERMS AND CONDITIONS GOVERNING THIS ACCOUNT AND AGREE TO BE BOUND BY SUCH TERMS AND CONDITIONS AS ARE CURRENTLY IN EFFECT AND AS MAY BE AMENDED FROM TIME TO TIME. Pre-Dispute Arbitration THIS ACCOUNT IS GOVERNED BY A PRE-DISPUTE ARBITRATION CLAUSE, WHICH APPEARS IN SECTION 15 ON PAGE 4 OF THE CUSTOMER AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED A COPY OF THIS CLAUSE. Authorized Officer/Title Signature Email Address Authorized Officer/Title Signature Email Address Authorized Officer/Title Signature Email Address -2-
Customer Agreement (Please retain for your records) TO MID ATLANTIC CAPITAL CORPORATION ("MACC"): Account carried by National Financial Services LLC, Member NYSE/SIPC 1. Nature of Services Provided. I, the account holder, understand that all information supplied by the undersigned will be subject to verification, and that the information on this application is correct. I (we) understand that you, MACC, have entered into an agreement with National Financial Services, LLC ("NFS")(a NYSE member firm) to execute and clear all brokerage transactions. NFS will provide margin loans if authorized. I (we) understand that neither you nor NFS provide investment advice in connection with this account nor do you give advice or offer any opinion with respect to the suitability of any security or order and that no fiduciary relationship exists. 2. Applicable Rules and Regulations. All transactions through you and NFS are subject to the constitution, rules, regulations, customs and usage of the exchange or market (and its clearing house, if any) where executed as well as to any applicable federal or state laws, rules and regulations. 3. Security Interest. All securities and other property now or hereafter held, carried or maintained by National Financial Services, LLC for any of the accounts of the undersigned, now or hereafter opened, including accounts in which the undersigned may have an interest, shall be subject to a lien for the discharge of all indebtedness and other obligations of the undersigned to you and are held by NFS as a security for the payment of any liability or indebtedness of the undersigned to you or NFS in any of the said accounts. You shall have the right to sell, assign or transfer securities and any other property so held by you from or to any other of the accounts of the undersigned whenever in your judgment you consider such a transfer necessary for your protection in enforcing your lien, you shall have the discretion to determine which securities and property are to be sold and which contracts are to be closed. No provision of this agreement concerning liens or security interests shall apply to the extent such application would be in conflict with any provisions of ERISA or the Internal Revenue Code relating to retirement accounts. 4. Payment Upon Demand. The undersigned shall at all times be liable for the payment upon demand of any debit balance or other obligations owning an any of the accounts of the undersigned, and the undersigned shall be liable to you for any deficiency remaining in any such accounts in the event of the liquidation thereof, in whole or in part, by you or by the undersigned; and the undersigned shall make payment of such obligations and indebtedness upon demand. All transactions in any of my (our) accounts are to be paid for or securities delivered not later than 2:00 p.m. Eastern Standard Time on the settlement date. I (we) agree that if after demand I (we) fail to pay the indebtedness, you may close my (our) account and liquidate the assets in my (our) account in an amount sufficient to pay my (our) indebtedness. 5. Liability for Costs of Collection. The reasonable costs and expenses of collection of the debit balance or any unpaid deficiency in the account of the undersigned including, but not limited to, attorney's fees, incurred and payable or paid by you shall be reimbursed by the undersigned. 6. Presumption of Receipt of Communications. Communications may be sent to the undersigned at the address of the undersigned or at such other address as the undersigned may hereafter give you in writing, and all communications so sent, whether by mail, telegraph, messenger or otherwise, shall be deemed given to the undersigned personally, whether actually received or not. Reports of executions or orders and statements of my account shall be conclusive of not objected to in writing within five (5) days and ten (10) days respectively after transmitted to me by mail or otherwise. 7. Affiliations. I (we) will not buy or sell any securities of a corporation which I (we) am (are) an affiliate or sell any restricted securities except in compliance with applicable laws and regulations and upon notice to you that the securities are restricted. 8. Extraordinary Events. You shall not be liable for loss caused directly or indirectly by war, acts of terrorism, natural disasters, government restrictions, exchange or market rulings or other conditions beyond your control, including but not limited to extreme market volatility or trading volumes. 9. Purchase of Precious Metals. I understand and acknowledge the following in regard to the purchase of precious metals: a) the Securities Investor Protection Corporation (SIPC) does not provide protection for precious metals; however, if stored through NFS, they are insured by the depository at market value; b) precious metals are not marginable; c) precious metals investments can involve substantial risk as prices can change rapidly and abruptly, therefore any advantageous purchase or liquidation price cannot be guaranteed; d) if I take delivery of my metals, I am subject to delivery charges and applicable sales and use taxes. 10. Credit Information. I understand that to verify my identity, federal law requires that MACC obtain my name, date of birth, residential and mailing addresses (if different), and an identification number ( the Required Information ) before opening my account, and that MACC may verify that information in accordance with applicable laws and regulations. Federal law also requires that MACC obtain the Required Information with respect to any owner(s) or other person(s) authorized to effect transactions on or added to an existing account. Modifications to the Required Information on an existing account may also be verified. I understand that my account may be restricted or closed if MACC cannot verify this information. Neither MACC, NFS, nor any NFS affiliate will be responsible for losses or damages (including but no limited to lost opportunity) resulting from any failure to provide this information, or from any restriction placed upon, or closing of, my account. Any information I provide to MACC and/or NFS may be shared with third parties for the purpose of validating my identity, may be subject to verification and may be shared for other purposes in accordance with NFS privacy policy. NFS or MACC may exchange credit information about me with others. I authorize MACC and/or NFS to obtain a credit report about me at any time. Upon written request, I will be provided the name and address of the credit reporting agency used. 11. Account Protection. Securities in accounts carried by NFS, a Fidelity Investments Company, are protected by the Securities Investor Protection Corporation ( SIPC ) up to $500,000 (including cash claims limited to $100,000). For details, please see www.sipc.org. NFS has arranged for additional unlimited insurance protection for cash and securities to supplement its SIPC coverage. Neither coverage protects against a decline in the market value of securities. 12. Joint Accounts. If this is a joint account, I refers to all account holders, and each of the account holders jointly and severally agrees that any account holder has authority on behalf of the joint account to: Buy, sell (including short sales) and otherwise deal in stocks, bonds, options and other eligible securities or other investments on margin or otherwise; Receive demands, notices, confirmations, reports, statements of account and communications of every kind on behalf of the joint account; Receive money, securities and property of every kind and dispose of the same on behalf of the joint account; Make arrangements relating to any of the foregoing matters and to terminate, modify or waive any of the provisions of the agreement on behalf of the joint account; and Deal with MACC as fully and completely as if s/he alone were interested in this account and without notice to the other account participants. All obligations and liabilities arising under this account are joint and several and may be enforced by MACC or NFS against any or all account holders. -3-
MACC is authorized to follow the instructions of any joint account holder, without notice to the other account holder, in every respect and to deliver any or all monies, securities or other property to any joint account holder upon the instructions of any joint account holder, or to any other person upon such instructions, even if such delivery or payment is to that joint account holder personally and not to the other(s). MACC will be under no obligation to inquire into the purpose or propriety of such delivery or payment and is not bound to inquire into the disposition or application of such delivery or payment. This authority remains in force until written notice to the contrary is addressed to MACC and delivered to its office. MACC, or NFS, in their sole discretion and for their sole protection, may terminate the account upon receipt of such notice any may require the written consent of all account holders prior to acting upon the instructions of any account holder NOTICE TO THE CUSTOMER ( YOU ): 13. Payment for Order Flow. MACC or NFS transmits customer orders for execution to various exchanges or market centers based on a number of factors. These include: size of order, trading characteristics of the security, favorable execution prices (including the opportunity for price improvement), access to reliable market data, availability of efficient automated transaction processing and reduced execution costs through price concessions from the market centers. Certain of the market centers may execute orders at prices superior to the publicly quoted market in accordance with their rules or practices. While a customer may specify that an order be directed to a particular market center for execution*, the order-routing policies, taking into consideration all the factors listed above, are designed to result in favorable transaction processing for customers. MACC and/or NFS may receive remuneration, compensation or other consideration for directing customer orders for equity securities to particular broker-dealers or market centers for execution. Such consideration may take the form of financial credits, monetary payments or reciprocal business. *Please note: Orders placed through any telephone, electronic or on-line trading system cannot specify a particular market center for execution. 14. Account Administration. New York Stock Exchange Rule 382 requires that MACC and NFS allocate between them certain functions regarding the administration of your brokerage account. The following is a summary of the allocation services performed by each. A more complete description is available upon request. MACC is responsible for (1) obtaining and verifying brokerage account information and documentation, (2) opening, approving, and monitoring your brokerage account, (3) transmitting timely and accurate instructions to NFS with respect to your brokerage account, (4) determining the suitability of investment recommendations and advice, (5) operating and supervising your brokerage account and its own activities in compliance with applicable laws and regulations, including compliance with margin rules pertaining to your account (if applicable), and (6) maintaining the required books and records for the services it performs. NFS shall perform the following tasks at the direction of MACC: (1) execute, clear and settle transactions processed through NFS by MACC, (2) prepare and send transaction confirmations and periodic statements of your brokerage account (unless MACC has undertaken not to do so). Certain pricing and other information may be provided by MACC or obtained from third parties, which has not been verified by NFS, (3) act as custodian for funds and securities received by NFS on your behalf, (4) follow the instructions of MACC with respect to transactions and the receipt and delivery of funds and securities for your brokerage account, and (5) extend margin credit for purchasing or carrying securities on margin. MACC is responsible for ensuring that your brokerage account is in compliance with federal, industry, and NFS margin rules, and for advising you of margin requirements. NFS shall maintain the required books and records for the services it performs. 15. This Agreement and its enforcement shall be governed by the laws of the Commonwealth of Pennsylvania; shall cover individually and collectively all accounts which the undersigned may open or reopen with you, and shall inure to the benefit of your successors, whether by merger, consolidation, or otherwise, and assigns and you may transfer the account of the undersigned to your successors and assigns, and this Agreement shall be binding upon heirs, executors, administrators, successors and assigns of the undersigned. Resolving Disputes Arbitration This agreement contains a pre-dispute arbitration clause. Under this clause, which becomes binding on all parties when you sign your account application, you, MACC, and NFS agree as follows: 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. All controversies that may arise between you, MACC and NFS 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 me, You and NFS 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 I may designate. If I designate the rules of a United States self-regulatory organization or United States securities exchange and those rules fail to be applied for any reason, then I shall designate the prevailing rules of any other 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. If I do not notify You in writing of my designation within five (5) days after such failure or after I receive from You a written demand for arbitration, then I authorize You and/or NFS to make such designation on my behalf. The designation of the rules of a United States self-regulatory organization or United States securities exchange is not integral to the underlying agreement to arbitrate. I understand that judgment upon any arbitration award may be entered in any court of competent jurisdiction. 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: (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. -4-
Mid Atlantic Capital Corporation s Business Continuity Plan Mid Atlantic Capital Corporation has developed a business continuity plan describing our response to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we must be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our business continuity plan. Contacting Us If after a significant business disruption at your branch you cannot contact your representative as you usually do, you should call our corporate offices at 412-391-7077. If after a significant business disruption at our corporate offices you cannot contact us as you usually do, you should call your branch office. If you cannot access us through either of those means, you should contact our clearing firm, National Financial Services LLC, at 617-563-5977 for instructions on how it may provide prompt access to funds and securities, enter trade orders, or process other trade-related, cash, and security transfer transactions for you. Our Business Continuity Plan We plan to quickly recover and resume business operations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the firm s books and records, and allowing our customers to transact business. In short, our business continuity plan is designed to permit our firm to resume operations as quickly as possible, given the scope and severity of the significant business disruption. Our business continuity plan addresses: data back up and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank and counter-party impact; regulatory reporting; and assuring our customers prompt access to their funds and securities during a period of business disruption. Our clearing firm, National Financial Services LLC, backs up our important records in a geographically separate area. While every emergency situation poses unique problems based on external factors, such as time of day and the severity of the disruption, we have been advised by our clearing firm that its objective is to continue its own operations from an alternate site and be able to complete existing transactions and accept new transactions and payments barring events beyond their control, such as when the market was closed following the September 11 tragedy. Your orders and requests for funds and securities could be delayed during this period. Varying Disruptions Significant business disruptions can vary in their scope, such as impacting only our firm, a single building housing our firm, the business district where our firm is located, the city where we are located, or the whole region. Within each of these areas, the severity of the disruption can also vary from minimal to severe. In a disruption to only our firm or a building housing our firm, we will transfer our operations to a local site when needed and expect to recover and resume business within 2 to 3 days. In a disruption affecting our business district, city, or region, we will transfer our operations to a site outside of the affected area, and recover and resume business within 3 to 5 days. In either situation, we plan to continue in business, transfer operations to our clearing firm if necessary, and notify you through our web site www.macg.com or our customer emergency number, 888-747-6426 how to contact us. If the significant business disruption is so severe that it prevents us from remaining in business, we will assure our customer s prompt access to their funds and securities. For more information If you have questions about our business continuity planning, or to receive a copy of this disclosure by mail, please contact us at 1251 Waterfront Place, Suite 510, Pittsburgh, PA 15222 or info@macg.com. PAY FOR ORDER FLOW NOTIFICATION Mid Atlantic Capital Corporation ( MACC ), as agent, may send certain equity orders to exchanges, electronic communication networks or broker-dealers. Some of these market centers may provide payments to MACC or charge access fees depending upon the characteristics of the order and any subsequent execution. The details of these payments and fees are available upon written request. Absent specific instructions from the customer, MACC transmits orders for execution based on the market centers ability to execute at or better than the national best bid and offer. MACC automatically routes orders to market centers that MACC has determined can provides consistent high quality executions, based on price, service, accessibility and speed of execution.
MID ATLANTIC CAPITAL CORPORATION SERVICE FEE SCHEDULE Fees are subject to change.