Notice of Terms and Conditions of Wire Transfer Services

Enclosed, you will find the new Notice of Terms and Conditions of Wire Transfer Services (the “Notice”) that will go into effect as of February 7, 2013. Please familiarize yourself with the Notice, as we have made changes to comply with new regulations for remittance transfers under the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act. These regulations will affect certain international wire transfers. All other provisions of your previous Wire Transfer Agreement (where applicable) remain unchanged.

If you have any questions, please contact your relationship manager or call 1.800.USTRUST (1.800.878.7878).

This Notice (the “Notice”) sets forth the terms and conditions of the wire transfer service (the “Service”) under which clients of U.S. Trust, Bank of America Private Wealth Management (“you”) may initiate wire transfers by telephone instructions, mail, fax, email or courier, by standing order and by draw requests, to Bank of America, N.A. (“we” or “us”). “You” shall include each owner of the applicable Bank of America account. You understand that we may rely on the instructions of any owner, authorized signer on the accounts, or Authorized Representative (to the extent consistent with the “Wire Transfer Profile” defined below). “Authorized Representative” means each individual, listed in Section B of the “Wire Transfer Profile” you keep on file with us, who is authorized to initiate and/or verify wire transfers on your behalf. Wire transfers sent outside of the United States that are initiated by consumers from the United States primarily for personal, family or household purposes are governed by federal law (“Remittance Transfers”) (see section 7 below). Although this Notice governs all wire transfers, including Remittance Transfers, effective February 7, 2013 your rights with respect to Remittance Transfers may vary in certain ways from the terms and conditions set forth in this Notice. Your rights with respect to Remittance Transfers, including error resolution and cancellation rights, will be included in oral or written disclosures provided to you contemporaneously with each Remittance Transfer transaction you initiate either orally or in writing.

1. Authorization to Transfer Funds

This Notice describes the terms on which we will act on your standing order requests, draw requests and wire transfer payment orders. We will act on telephone wire transfer requests when you or an Authorized Representative call the relationship manager (or a member of such relationship manager’s team) assigned to you (the “Relationship Manager”) and provide the information necessary to effect the wire transfer. We will act on wire transfer payment orders delivered through mail, courier, fax or email and signed or purportedly signed by you or an Authorized Representative upon actual receipt of such wire transfer payment order by your Relationship Manager.

As you instruct us, we will transfer funds to any other Bank of America account or an account at another financial institution. We will debit your Bank of America account that you or an Authorized Representative specifies.

You must have sufficient available cash funds in your account to cover the wire transfer. You may initiate a wire transfer only if the offsetting debit to your account will not cause you to exceed the available cash account balance according to your records. If your records and ours disagree regarding the account balance, our records will control for purposes of our processing your instructions. However, we may, at our option, create an overdraft in your account and complete the wire transfer. If we do so, we will not be liable to you for damages for creating the overdraft. You agree to repay us immediately for any overdraft created by a wire transfer, together with any costs of collection and reasonable attorney’s fees.

You are obligated to pay us the amount of any wire transfer once we act on and do not reject your instructions. At our discretion, we may at any time without notice require payment before we act on your instructions.

We reserve the right to electronically record any telephone conversation between you and us. However, the decision to record is totally within our discretion, and we will not be liable for the failure to record any conversation, whether intentional or otherwise.

2. Wire Transfer Requests

In order to utilize the telephone initiation Service, you or an Authorized Representative must call your Relationship Manager. You (if you are an individual) or an authorized signer of any entity owner of an account may identify individuals who will be considered ”Authorized Representatives” by listing them as such on the “Wire Transfer Profile” you keep with us.

We are authorized to act upon instructions received from any individual who identifies himself/herself as you (if you are an individual) or an Authorized Representative by name and provides your account number subject to the callback procedure described below. The person initiating the request must provide the account to be debited and the wire transfer instructions, including the receiving bank’s ABA number.

We will have no obligation to initiate any wire transfer unless we are satisfied in our discretion as to the authority of the requestor. We shall not act upon a telephone wire transfer request if the request is not initiated in accordance with the foregoing procedure. We reserve the right to suspend or cancel the Service if we suspect that any account is being used in an unauthorized manner.

3. Security Procedures

We will conduct the following callback procedures on all wire requests in excess of an amount to be determined by us from time to time in our sole discretion:
After we have received a wire transfer request made in your name, we will call a telephone number provided on the Wire Transfer Profile or other existing bank records. We will ask to speak with you (if you are an individual) or an Authorized Representative you have identified to us as a person to take callbacks and to verify wire transfer requests. If the individual who responds to our callback

identifies himself/herself by your name or the name of any such Authorized Representative,
correctly answers several questions regarding you and/or your activity, and
verifies the authenticity of the wire transfer request, you agree that we may act on such request, so long as we act in good faith, even if such request is in fact unauthorized. You may not elect to waive such callbacks unless otherwise agreed to in writing by us.

We are not required to utilize any other procedure to verify the identity of any person making a wire transfer request. By using the Service, you agree that the foregoing constitutes a security procedure for the verification of wire transfers initiated by you (the “Security Procedure”). You acknowledge and agree that your wire transfer request would be more secure if sent through one of our online services or if sent to Wire Transfer Services with use of a PIN, alternative security procedures that are available through us with respect to deposit accounts. You accept any risk with using the Security Procedure above, and you agree that the Security Procedure is commercially reasonable and satisfactory under the circumstances.

We may require, in our sole discretion, that other security measures in addition to the Security Procedure be deployed by us or by you and your Authorized Representatives. Such measures may include, in our sole discretion, assignment of unique PINs to each Authorized Representative; provision by you of a pre-designated phone number, fax number or email address for verbal or written messages from us confirming the requested transfer; added layers of confirmation for larger funds transfers; or other security measures. You agree we may delay the initiation of the wire transfer until we have completed the security measures we deem warranted.

To help safeguard against potential unauthorized use of the Service, you and your Authorized Representatives should not use cellular or cordless telephones to request and/or verify a wire transfer request. Confidential account information can be intercepted over the airwaves without your knowledge or consent.

4. Receipt, Acceptance, and Execution of Wire Transfer

We generally will act upon a wire transfer request on the day it is received, if the request is on a day that is a business day for us and is received prior to the expiration of our transfer deadline, and provided that the communication system we select is operating properly. We reserve the right to process wire transfers in any order convenient to us and by any means of transmission, funds transfer system, clearing house or intermediary bank we reasonably select to transfer funds, including through Clearing House Interbank Payments System (“CHIPS”) and Fedwire. We also reserve the right to process a wire transfer request the next business day if it is not processed the day of receipt or if we otherwise choose not to reject a wire transfer request immediately so that you will have one business day to resolve or correct the basis on which we may reject your wire transfer request.

By using the Service, you agree to provide us with any information we request in order to comply with the Bank Secrecy Act and any other applicable federal or state laws or regulations. This may include information for each owner of the account, any Authorized Representative, any recipient or beneficiary of the funds transfer, or any other party connected to the wire transfer.

You must ensure that all account numbers are accurate. A beneficiary’s bank (including us when we are the beneficiary’s bank) may make payment to a beneficiary based solely on the account or other identifying number. We or an intermediary bank may send a request to an intermediary bank or beneficiary’s bank based solely on the bank’s identifying number. We, any intermediary bank and any beneficiary’s banks may do so even if the wire transfer request includes a name inconsistent with the account or other identifying number as long as the inconsistency is not known by us or such other bank. Neither we nor any other bank has a duty to determine whether a request contains an inconsistent name and number.

We may reject any of your wire transfer requests that do not comply with our requirements or with your Wire Transfer Profile, or which exceed the funds on deposit with us in the applicable account. We may also reject any payment if it may be returned for any reason under the applicable national payment system rules of the receiving country of your transaction. Notice of rejection is given to you by telephone, by facsimile, by courier, by mail, or by email and will be effective when given. We may limit or refuse, in our discretion, wire transfer requests to certain countries or institutions.

5. Cancellation of Wire Transfer Requests; Confirmations and Error Resolution Rights

We have no obligation to cancel or amend any wire transfer request (including draw requests) after we receive it, or to cancel or amend any transfer to be made pursuant to a standing order that is in effect. If you or an Authorized Representative or a bank sending us a draw request sends us a request instructing us to cancel or amend a wire transfer request (including draw requests) and we are able to verify the authenticity of the cancellation or amendment request using the Security Procedure, as applicable, and other security procedures if we deem so warranted in our discretion, we will make a reasonable effort to act on that request, but we will not be liable if it is not effected. You agree to indemnify us against and hold us harmless from any and all liabilities, claims, costs, expenses and damages of any nature, including legal expenses, we incur in connection with any request to amend or cancel received from you or an Authorized Representative. Your obligations under this provision will survive termination of the Service.

We will provide you with a confirmation of each wire transfer that is originated from your deposit account with us, but we generally will not provide written confirmations for wires initiated from fiduciary, investment or other types of accounts with us. The wire transfer will be reflected on the periodic account statement that you receive from us with respect to wires initiated from any type of account with us. If you believe an error has occurred, you must send us written notice, with a statement of relevant facts, promptly after you receive the first confirmation (if applicable) or statement indicating a discrepancy between our records and yours. If you fail to give the required notice within 14 days after receipt of such confirmation (if applicable) or statement, we will not be liable for any loss of interest or for any compensation for any other loss or cost relating to an unauthorized or erroneous debit to your account or because of any other discrepancy in the account statement. You must notify us promptly by telephone, confirmed in writing, if you learn of or discover information concerning an unauthorized or erroneous debit to your account.

Other cancellation and error resolution rights apply to Remittance Transfers, beginning February 7, 2013. These rights will be set forth in the oral or written disclosure provided to you for each Remittance Transfer.

6. Limitation of Liability

For wire transfer requests that are subject to Article 4A of the Uniform Commercial Code, as adopted by the State of New York (“Article 4A”), we are liable only for damages required to be paid under Article 4A or Subpart B of Regulation J of the Board of Governors of the Federal Reserve System, as amended from time to time and as applicable, except as otherwise required by law or agreed in writing. United States federal law and the laws of the State of New York will apply to the Service without reference to the principles of conflicts of law of the United States and of such State.

For all wire transfer requests not subject to Article 4A, our liability is limited to actual damages, resulting directly from our willful misconduct or our failure to exercise reasonable care, not exceeding the following, as applicable:

in case of an excessive debit to your account, the amount of the excess plus compensation equivalent to interest;
in case of payment to an account not specified by you, the amount of the payment plus compensation equivalent to interest; or
in all other cases, the actual damages incurred by you. By using the Service, you agree to use reasonable efforts to assist us in recovering the amount of any overpayment for which we are liable.

If we are obligated to pay interest compensation, we will pay such compensation or credit your account, as we determine, upon your written request. We calculate compensation for the relevant period as specified in your deposit account agreement or other governing document for the relevant account(s) or as advised by your Relationship Manager.

In no event will we be liable for any indirect, consequential or punitive loss, damage, cost or expense of any nature (even if advised of the possibility of such loss, damage, cost or expense), including, without limitation, any economic loss or damage, expense and loss of business, profits or revenue, goodwill and anticipated savings, loss of or corruption to your data, loss of operation time or loss of contracts.

We will not be responsible for the acts or omissions of you, your Authorized Representatives, or your employees or agents (including but not limited to the amount, accuracy, timeliness or authorization of any instructions or information from you) or the acts or omissions of any other person or entity, including but not limited to any clearing house association or processor, any U.S. Federal Reserve Bank or any other country’s central bank, any other financial institution, and no such person or entity will be deemed our agent. We will not be liable for and will be excused from any failure or delay in performing our obligations for the Service if such failure or delay is caused by circumstances beyond our control, including any natural disaster (such as earthquakes or floods), emergency conditions (such as war, terrorism, riot, fire, theft or labor dispute), legal constraint or governmental action or inaction, breakdown or failure of equipment, or your act, omission, negligence or fault.

We also will not be liable for any failure to act on our part if we reasonably believed that our action would have violated any law, rule or regulation or was inconsistent with security concerns.

You will indemnify us against and hold us harmless from any and all liabilities, claims, costs, expenses and damages of any nature (including legal expenses) arising out of or relating to disputes or legal actions by parties other than you and us concerning your use of the Service. The obligations contained in the preceding sentence will continue after the Service is terminated. This section does not apply to any cost or damage attributable to our gross negligence or intentional misconduct.

7. Remittance Transfers

The Bank may execute certain payment orders for you known as Remittance Transfers. A Remittance Transfer is a wire transfer initiated by a consumer from the U.S. primarily for personal, family or household purposes to a designated recipient in a foreign country. Beginning on February 7, 2013, federal law provides certain rights and obligations related to Remittance Transfers that may differ from rights and obligations that apply to other types of payment orders, including disclosure, cancellation and error resolution rights. To the extent the terms and conditions in this Notice are inconsistent with the oral or written disclosures provided to you for a Remittance Transfer governed by section 919 of the Electronic Fund Transfer Act (“EFTA”), 15 U.S.C. section 1693o-1, the terms of such disclosures shall govern. Notwithstanding anything to the contrary contained herein, rights and obligations that apply to Remittance Transfers are as set forth in EFTA.

8. Additional Terms and Conditions

Wire transfer fees and charges are as set forth in the applicable fee schedule, which is available from your Relationship Manager. We may deduct or charge any fee applicable to wire transfer requests from any of your accounts we hold, whether individual, joint, or otherwise.

This Notice supplements the Deposit Agreement and Disclosures, which govern your depository account(s), and the Investment Services Agreement, Investment Management Agreement, Investment Advisory Agreement, or any other governing instrument for your account(s). We may amend this Notice from time to time. We ordinarily send you advance notice of changes to the terms and conditions of the Service; however, we may make changes without prior notice unless otherwise required by law. If you continue to use the Service, you are deemed to accept and agree to the change.

We will direct all instructions and notices relating to the Service to the address of record for your deposit, investment services, fiduciary or other accounts. If you have different addresses for different accounts, we may direct all instructions and notices to each address of record, but notice to any single address of record is sufficient. You should direct all notices relating to the Service or your Wire Transfer Profile to us at the address of your Relationship Manager. Such notices will be considered given after we actually receive and have a reasonable opportunity to act on them. You must notify us promptly, in writing, with any address or authorizer information changes and if you have reason to believe that confidential information with respect to your account or the Security Procedure may have been accessed by unauthorized parties.

Wire transfers to your account or funded from your account or otherwise funded by you may involve one or more funds transfer systems, including, without limitation, Fedwire or CHIPS. Accordingly, such wire transfers will be governed by the rules of any funds transfer system through which the transfers are made, as amended from time to time, including, without limitation, Fedwire, the National Automated Clearing House Association, any regional association (each an “ACH”), and CHIPS. Funds transfers through Fedwire will be governed by, and subject to, Regulation J, Subpart B, and Article 4A incorporated by reference hereunder. Wire transfers through CHIPS are governed by, and subject to, CHIPS Rules and Administrative Procedures and by the laws of the State of New York, including Article 4A, regardless of whether the payment message is part of a wire transfer that is a Remittance Transfer, except that in the case of an inconsistency between New York law and EFTA, EFTA shall govern.

Arbitration.

We try to resolve our clients’ problems or disputes regarding the Service as quickly as possible. In most cases, we can resolve a problem by telephone.
Any dispute or controversy that arises from a wire transfer subject to Article 4A will be decided by a judge without a jury in a United States of America federal or state court (except as you and we expressly agree otherwise in writing). This means that in these instances, to the extent permitted by law, you waive any right to a trial by jury in any action or proceeding and agree that such action or proceeding will be tried before a judge without a jury.
Any other dispute or controversy concerning this Agreement or your use of the Service will be decided by arbitration conducted in the United States of America (except as you and we expressly agree otherwise) in accordance with the United States Arbitration Act (Title 9, U.S. Code) under the Commercial Arbitration Rules of the American Arbitration Association. Under these procedures, the dispute is submitted to a neutral person for determination in place of a trial before a judge or jury. Judgment upon the award made by the arbitrator may be entered in any court having jurisdiction.
Either you or we may exercise self-help remedies or obtain provisional or ancillary remedies from a court. You or we may exercise or obtain these remedies at any time, even while the arbitration or trial by a judge is pending. By exercising or obtaining any such remedies, neither you nor we waive the right to request that a dispute or controversy be decided by arbitration or trial by a judge.