Page 1 | MerrillEdge Self-Directed Investing Terms of Service Code 422001PM-0824
These MerrillEdge® Self-Directed Investing Terms of Service (the “Terms of
Service”) are made between MerrillLynch, Pierce, Fenner & Smith Incorporated
(“Merrill) and you and govern your MerrillEdge Self-Directed Investing Account
Relationship. “You” and “your” refers to each MerrillEdge Self-Directed
Investing Account owner.
In the case of an entity, “you” and “your” refers to the entity, and by enrolling,
the entity agrees that access to MerrillEdge Self-Directed Investing shall be
restricted to Authorized Representatives (as defined in the Account Agreement)
for such entity and that the entity will be liable for all acts or omissions of such
Authorized Representatives in violation of these Terms of Service.
MerrillEdge Self-Directed Investing (also referred to herein as “MESD”) is
the marketing name for certain brokerage services offered to clients on a
self-directed basis through MerrillLynch, Pierce, Fenner & Smith Incorporated
(“Merrill). For the purpose of the MerrillEdge Self-Directed Terms of Service,
Merrill and MESD, which are made available through MerrillLynch, Pierce,
Fenner & Smith Incorporated (“MLPF&S”), refer to certain brokerage services
offered to clients on a self-directed basis through MerrillLynch, Pierce, Fenner
& Smith Incorporated (“Merrill) and which are the subject of these Terms.
When you agree to these Terms of Service, you are agreeing that such terms
will apply to all of your MESD Accounts, transactions and services.
These Terms of Service incorporate all disclosures displayed on the
MerrillEdge Self-Directed Investing website from time to time, including our
fees and commissions, and they supplement the MerrillEdge Self-Directed
Client Relationship Agreement which you are required to sign as well as your
MerrillEdge Self-Directed Investing Cash Management Account Agreement
and/or your Merrill traditional IRA or IRA Rollover Custodial Agreement or
Roth Individual Retirement Account Agreement and/or your MerrillEdge
Self-Directed Investing Business Investor Account Financial Service Account
Agreement and/or your Merrill Retirement Cash Management Financial
Service Account Agreement and/or your Merrill Simple Retirement Account
Custodial Agreement and/or your Merrill Simplified Employee Pension Program
Agreements, as applicable, which otherwise remain in full force (and all such
account types, and any account types that may be introduced by MESD from
time to time, will herein be referred to as “Account”). By using MerrillEdge
Self-Directed Investing, you are representing to Merrill and its licensors and
Information Providers that you are at least eighteen years old (or the minimum
legal age in your jurisdiction).
Merrill reserves the right to add, delete or modify MESD functionality and
trading rules and to amend or supplement these Terms of Service or any other
agreement among or between the parties upon notice, such notice delivered
by regular mail, by email, by an on-screen alert or via the Merrill websites. In
particular, Merrill reserves the right upon notice to change its fees, to add fees
for items for which it does not currently charge and to institute an inactivity
fee for periods in which there is no fee-generating activity in your Account.
Merrill also reserves the right to terminate your enrollment in MerrillEdge Self-
Directed Investing at any time for any reason without notice.
MerrillLynch, Pierce, Fenner & Smith Incorporated offers its products,
accounts and services through different service models (e.g., self-directed,
full-service). Based on the service model, the same or similar products,
accounts and services may vary in their price or fee charged to a client.
1. Nature of the MerrillEdge Self-Directed Investing Service
MerrillEdge Self-Directed Investing is designed for U.S.-based investors who
wish to make their own investment choices in a MerrillLynch, Pierce, Fenner &
Smith Incorporated brokerage account.
Neither Merrill, nor MESD, nor any Merrill or MESD representative will provide
you with investment advice, including any recommendations, or offer any
opinion regarding the suitability of any security, order, transaction, or strategy
in a MerrillEdge Self-Directed Investing Account, or monitor your investment
or the appropriateness of your account or service level, or alert you to any
recommended change to your investments, investment accounts, or services.
Neither Merrill nor MESD, nor any Merrill or MESD representative, will provide
any tax or legal advice.
No Merrill Research opinion, Independent Research opinion, the inclusion of
a security on any list, or any information provided to you either on the Merrill
website or by mail or any other means constitutes a recommendation to you
to purchase, hold or sell any investment. By entering into this Agreement, you
agree that any transactions executed through your MerrillEdge Self-Directed
Investing Account, whether based on information obtained from Merrill or
elsewhere, will be solely your own decision and based on your own evaluation
of your personal financial situation, needs, and investment objective(s).
In addition to retaining the sole responsibility for investment decisions, you
understand and agree that you are responsible for knowing the rights and
terms of all securities in your account, specifically including valuable rights
that expire unless the holder takes action. This includes, but is not limited to,
warrants, stock rights, convertible securities, bonds, and securities subject to
a tender or exchange offer. You understand and agree that Merrill accepts no
obligation to notify you of any upcoming expiration or redemption dates, or,
except as required by applicable law or regulation, to take any action on your
behalf without specific instructions from you. You also agree that all dividends
and interest payments credited to your account shall accumulate rather than
be paid to you upon receipt, but shall be subject to your withdrawal from time
to time upon request for a check or other funds transfer.
Notwithstanding the foregoing, in its capacity as an investment adviser
Merrill may provide investment advice or recommend securities transactions
or investment strategies to you within certain investment advisory programs.
To enroll in such an investment advisory program, such as the Merrill
Guided Investing Program, you may be required to establish and maintain a
MerrillEdge Self-Directed Investing Account. Merrill acts as an investment
adviser and not a broker-dealer for the investment advisory services provided
within these investment advisory programs. To the extent that Merrill provides
investment advice or recommends any securities transactions or investment
strategies to you within any such investment advisory program, you understand
and agree that Merrill does so in its capacity as an investment adviser and not
as a broker-dealer. You will be required to enter into a separate agreement with
Merrill and its affiliates to participate in an investment advisory program. The
terms governing any such investment advisory program will control if there are
any inconsistencies with the terms of these Terms of Service. If your account
serves as the securities account for a Merrill investment advisory program,
certain features of MerrillEdge Self-Directed Investing, such as the Margin
Lending Program, check writing, and Visa cards, may not be available to you. If
your account serves as the securities account for a Merrill investment advisory
program and if, for any reason, you terminate from the investment advisory
MerrillEdge
®
Self-Directed Investing
Terms of Service
Page 2 | MerrillEdge Self-Directed Investing Terms of Service Code 422001PM-0824
program without transferring the securities and assets out of your account,
your account will be a MerrillEdge Self-Directed Investing Account without
any investment advisory relationship. As such, and as explained more fully in
the preceding paragraphs, neither Merrill, nor any Merrill representative, will
provide any investment advice or give any advice or offer any opinion regarding
the suitability of any security, order or transaction in a MerrillEdge Self-
Directed Investing Account.
2. Account Data Access; User ID and Password;
Safeguarding Credentials
MerrillEdge Self-Directed Investing is intended to be delivered to you via the
Internet using commercially available third-party web browsers. MerrillEdge
Self-Directed Investing permits you to view account data for your primary Merrill
Account and any other accounts that are linked to such primary Account from
time to time. By using MerrillEdge Self-Directed Investing, you represent
on a continuing basis that you are authorized to have viewing access to any
Account for which you and other linked account parties have requested linking
of Accounts. Merrill allows each account holder to create a separate User ID
and Password for each MerrillEdge Self-Directed Investing Account. You agree
that each account holder shall be responsible at all times for maintaining the
confidentiality of their personal information and their User ID and Password
and will not make them available to other account holders or any third parties. If
you do allow other account holders or third parties to access MerrillEdge Self-
Directed Investing (including your accounts) using your personal information
or your User ID and Password, you agree to hold Merrill, its directors, officers,
employees, agents and affiliates (collectively, “Other Persons”) harmless and to
indemnify Merrill and all Other Persons against any liability, costs or damages
arising out of claims or suits by any account holder, including yourself, or such third
parties based upon or relating to such access. If you believe that someone has
used your credentials, such as your User ID and Password, to access MerrillEdge
Self-Directed Investing without your authorization, you agree to contact our
MerrillEdge Self-Directed Investment Center immediately at 877.653.4732.
All daily Account data is provided as a convenience and for your information,
but it is not the official record of your Account activity with Merrill; your Merrill
Account statement provided to you online each month (or by mail quarterly
or monthly as required) is such official record. Account data provided through
MerrillEdge Self-Directed Investing is generally updated as of the prior
business day’s close of business, but is subject to adjustment and correction.
Merrill may also collect and/or use certain information from or through your
browser or device. Most browsers and/or devices (including your computer, tablet
and mobile phone) collect certain information, including but not limited to your
Media Access Control (MAC) address, device type, screen resolution, operating
system version, internet browser type and version, local date and time, and the
prior web page visited leading you to our websites. Merrill uses this information
to ensure our websites function properly, for fraud detection and prevention, and
security purposes. For more information about our privacy and security practices
and a link to our Privacy Notice for U.S. Consumer Customers and U.S. Online
Privacy Notice, go to our website at www.ml.com/privacy.
3. Account Application Process and Delivery of Communications
You may be able to apply for an Account by completing the Account application
process (1) via the internet; (2) via a hardcopy paper application; or (3) via an
iPad or other device that is owned and provided by BankofAmerica and/or
Merrill in a BankofAmerica, N.A. Financial Center. You must have a valid email
address to open any MerrillEdge Self-Directed Investing Account. You agree
that you will provide us with a valid email and postal mailing address, and that
you will immediately notify us of any changes to your email or mailing addresses.
With the exception of Small Business 401(k) accounts (which are discussed in more
detail below), if you complete the Account application process via the internet, you
must consent to the Electronic Communications Disclosure (“eCommunications
Disclosure”). Your consent to the eCommunications Disclosure allows us to
provide communications to you electronically. The eCommunications Disclosure
also provides important information about paperless delivery, such as, among
other things, the types of communications you can receive electronically and the
hardware and software required to receive communications electronically. As
discussed in Section 4 of the eCommunications Disclosure, we may, at times and
in our sole discretion, mail you a paper copy of certain communications even if you
agree to electronic delivery by consenting to the eCommunications Disclosure.
If you complete the Account application process via a hardcopy paper
application or via the iPad or other device that is provided by BankofAmerica
and/or Merrill in a BankofAmerica, N.A. Financial Center, you agree to receive
all notices, statements, disclosures and other information regarding your
Account in paper form, delivered to your last-designated postal mailing address
unless and until you elect to change the method of delivery for documents
and other written communications to electronic delivery. In order to make that
change, you will be required to (1) enroll in www.merrilledge.com, which is an
internet-based service that provides 24-hour access to Account information,
Merrill research and investment information, market data, and news; (2)
demonstrate access to the information available via www.merrilledge.com;
and (3) affirmatively consent to the eCommunications Disclosure.
Note regarding Small Business 401(k) accounts: You must complete the
application process via the internet, but you will not be required to consent
to the eCommunications Disclosure as you do not have the option to
exclusively receive communications related to this Account electronically.
Some communications, such as Account statements, may be retrieved via
the internet, but all communications will be delivered in paper.
4. Corporate Actions
It is important to understand corporate actions (such as stock splits, tender
offers, rights issues, etc.) and how they can affect your investments. In certain
instances outside of our control, issuers may provide late notice on voluntary
corporate action events which, in turn, delays notices from being delivered to
you. Merrill will make best efforts to notify you as soon as practically possible
of a corporate action, but due to printing and mailing timelines, some notices
may be delivered late, even past the deadline. Enrolling in Online Delivery of
Service Notices will help ensure the timeliest delivery possible of corporate
action notices and also give enhanced flexibility, convenience, and visibility
on your accounts. Merrill may also provide corporate action notices to you
on voluntary events where eligibility restrictions apply. We will ensure that
all shareholders are notified of these type of events, although it is your
responsibility to determine whether you are eligible to participate in an event
based on the terms of the notification.
5. Hyperlinks
Merrill may make available links from its websites to other third-party websites
or electronic services providers that are not affiliated with Merrill. Merrill does
not control these other websites or services, and Merrill has not adopted and
makes no representations or endorsements whatsoever concerning those
websites or services. The fact that Merrill has provided a link to a website is not
an endorsement, authorization, sponsorship, or affiliation with respect to such
website, its owners, or its providers. There are risks in using any information,
software, service or product found on the Internet and Merrill cautions you
to make sure you understand these risks before retrieving, using, or relying
upon anything via the Internet. You agree that under no circumstances will you
hold Merrill liable for any loss or damage caused by use of or reliance on any
content, goods or services available on such other websites.
6. Quotes, News and Research; Use of Data and Information
Quotes, news, research, ratings and other information provided through
MerrillEdge Self-Directed Investing are obtained from sources we believe to be
reliable, but we cannot guarantee the accuracy, timeliness or completeness of
such information for any particular purpose. Such data and information and any
Merrill Research or independent research opinions provided do not constitute
investment advice, or a solicitation by Merrill for the purchase or sale of any
securities, or a representation that any securities are suitable for you.
All such data and information is protected by copyright and other intellectual
property laws and may only be used for personal and non-commercial use, and not
for providing professional investment advice or for providing securities processing
services or other similar back office functions. If you download any information
from MerrillEdge Self-Directed Investing for your personal reference, you agree
that you will not remove or obscure any copyright or other notices contained
in any such information. Except as provided in the preceding sentence, you
agree not to copy, reproduce, modify, sell, distribute, transmit, display, perform,
circulate, transfer, broadcast, create derivative works from, publish, or use for any
commercial or unlawful purpose any quotes, news, research, text images, audio,
video or other information you receive through MerrillEdge Self-Directed Investing.
Page 3 | MerrillEdge Self-Directed Investing Terms of Service Code 422001PM-0824
Merrill and its licensors and Information Providers (as defined in Section 14 below)
may change or discontinue any quotes news, research or other information at any
time provided within MerrillEdge Self-Directed Investing at any time.
Merrill offers you access to Independent Research on all domestic and
selected international stocks covered by Merrill Research under the terms of
an agreement with regulators. The providers of this independent Research
are chosen by an Independent Consultant, not by Merrill. You agree that
Merrill will not be responsible or liable for (i) the procurement decisions of the
Independent Consultant with respect to the Independent Research, (ii) the
Independent Research or its content (iii) customer transactions, to the extent
based on the Independent Research, or (iv) claims arising from or in connection
with the inclusion of Independent Research ratings in confirmations and
Account statements, to the extent such claims are based on those ratings. You
also agree that Merrill will not be required to supervise the production of the
Independent Research procured by the Independent Consultant and will have
no responsibility to comment on the content of the Independent Research.
7. Financial Tools, Education and Calculators
MerrillEdge Self-Directed Investing may also provide you with financial tools
and education, including calculators. The tools and calculators may allow you
to model “what-if” scenarios for various financial goals, the results of which are
illustrative and are based on the information and assumptions identified. There
is no guarantee that the results shown will be achieved, and changes in tax laws,
financial markets or your financial situation may cause actual results to deviate
substantially from those reflected in these tools. In addition, these tools and
calculators are not part of any financial report for which you may have paid a fee,
even if the tools and calculators include information derived from or contained in
the financial report. In addition, no tools, education or calculators are intended to
provide individual product recommendations or investment strategies.
8. Phone Service
MerrillEdge Self-Directed Investing phone-based representatives are available
24 hours per day, 7 days per week. These representatives are available to assist
you with various administrative functions related to applying for and opening
Accounts and providing you with access to www.merrilledge.com. They can also
assist with various requests related to your Account, such as address changes,
name changes, changes to the beneficiaries designated on your Account (if
applicable), and money movement requests, among other things.
MerrillEdge Self-Directed Investing phone-based representatives are also
available to you for technical support between the hours of 7:30 a.m. and
6:00 p.m. Eastern, Monday through Friday. You understand and agree that
the services described above are only examples of the types of services that
the phone-based representatives may be able to perform, and that Merrill
reserves the right to change the services and functions that the phone-based
representatives may perform from time to time.
MerrillEdge Self-Directed Investing phone-based representatives will not
provide investment advice or investment recommendations or offer any
opinion regarding the suitability of any security, order, transaction or strategy
in a MerrillEdge Self-Directed Investing Account. MerrillEdge Self-Directed
Investing phone-based representatives will not provide any tax or legal advice.
MerrillEdge Self-Directed also provides an automated phone service referred to as
the MESD IVR. Through the MESD IVR, you are able to request security quotes and
review account information, such as balances, account holdings, and recent activity.
9. Email
Two email or electronic mail options are available via www.merrilledge.com,
unsecured email and electronic mail via the Secure Message Center. You agree that
neither unsecured email nor the Secure Message Center is to be used to request,
authorize or effect the purchase or sale of any securities or other investments, to
send funds transfer instructions, or for any other financial transactions that require
real-time communication or more formal written authorization in accordance with
applicable law or Merrill policies. Any such requests, orders, or instructions that you
send via email in contravention of the foregoing agreement will not be accepted
and will not be processed by Merrill. Merrill will not be responsible for any loss or
damage that could result from your supplying us with personal information via
email or your requests, orders or instructions not being accepted or processed in
accordance with the preceding sentence.
Unsecured Email
Unsecured email is available via the Help & Support link prior to client login.
Unsecured email provides individuals with the opportunity to send messages
concerning Merrill procedures and general Merrill questions. No Account-
specific information will be provided in response to a message received via
unsecured email. Additionally, Merrill will not open any documents or files that
are attached to or submitted via unsecured email.
Secure Message Center
The Secure Message Center is available to you after logging in to
www.merrilledge.com as a secure email tool to contact Merrill representatives.
Through the Secure Message Center, you can submit Account-specific inquiries
to Merrill. You can also submit documents to Merrill via the Secure Message
Center and perform or request certain administrative functions. You understand
and agree that Merrill may change the functionality of the Secure Message
Center from time to time.
10. Order Entry Security
Merrill allows each Account holder to create a separate User ID and Password
for each MerrillEdge Self-Directed Investing Account. You agree that each
Account holder shall be responsible for all orders entered through MerrillEdge
Self-Directed Investing using the User ID and Password initially created or
changed by the Account holder regardless of who enters such orders. You
agree that each account holder shall be responsible at all times for maintaining
the confidentiality of their personal information and their User ID and
Password and will not make them available to other account holders or any
third parties. If you do allow other account holders or third parties to access
MerrillEdge Self-Directed Investing (including your accounts) using your
personal information or your User ID and Password, you agree to hold Merrill,
its directors, officers, employees, agents and affiliates (collectively, “Other
Persons”) harmless and to indemnify Merrill and all Other Persons against any
liability, costs or damages arising out of claims or suits by any account holder,
including yourself, or such third parties based upon or relating to such access.
11. Order Entry Trading Rules
MerrillEdge Self-Directed Investing allows you to enter orders to buy and sell
U.S. market traded equities, including exchange-listed and widely-held over-
the-counter stocks, a wide selection of mutual funds, and certain bonds and
certificates of deposit. MerrillEdge Self-Directed Investing is not designed
to be a brokerage service for investors who trade in low-priced securities or
foreign securities. Merrill intends to maintain an order entry policy for low-
priced stocks and other trading rules, which will be subject to change from
time to time upon posting on the MerrillEdge Self-Directed Investing site
or the optional Merrill Mobile Brokerage service. MerrillEdge Self-Directed
Investing is intended to be available for order entry seven (7) days a week,
twenty four (24) hours a day, except for brief maintenance periods; however,
Merrill does not warrant that the service will be uninterrupted. Orders sent
outside of regular U.S. Market hours will be held and entered on the primary
market during market hours on the next trading day. Certain orders may be
blocked or subject to pre-review by Merrill, which may take up to several
minutes to process. Merrill reserves the right to place restrictions on your
Account in its sole discretion, and to cancel any order that we believe would
violate federal credit regulations or other regulatory limitations; however,
Merrill will have no responsibility or liability for failing to cancel any order.
12. Your Responsibilities Regarding Order Entry
All orders entered through MerrillEdge Self-Directed Investing shall be subject
to the applicable rules, customs and usages of the exchange or market, and
its clearinghouse, on which such orders are transacted by Merrill, including our
affiliates, including cancellation of orders in certain circumstances. Whether or not
funds are available in your Account on trade date, you agree to pay by settlement
date for any trade for which you place an order through MerrillEdge Self-Directed
Investing. You agree that you will immediately notify Merrill by telephone and
confirm the same in writing if you become aware of any discrepancy in your
Account balance or security positions or if you have reason to believe that a third
party is using your User ID and Password without your authority. If you fail to
notify Merrill when any of the above conditions occur, neither Merrill nor any Other
Persons shall have any responsibility or liability to any account holder or any other
person claiming through any account holder for any claims with respect to the
handling, mishandling or loss of any order. You agree to accept full responsibility for
the monitoring of your Account with respect to all transactions entered.
Page 4 | MerrillEdge Self-Directed Investing Terms of Service Code 422001PM-0824
13. Limitation on Merrills Responsibilities and Liability
You agree that Merrill will not be responsible for the accuracy, completeness
or use of any market data news or research information provided through
MerrillEdge Self-Directed and Merrill does not make any warranty concerning
such information. You further agree that all orders placed through MerrillEdge
Self-Directed Investing are at your sole risk and responsibility based on your
own evaluation of your financial circumstances and investment objectives.
MerrillEdge Self-Directed Investing may display on the order entry screen
Merrill Research’s quality rating and investment opinion on companies, if
available, as well as Independent Research opinions; however, such information
and opinions by themselves do not constitute investment advice, or a solicitation
or recommendation by us for the purchase or sale of any securities, or a
representation that any securities are suitable for you.
You understand and agree that MerrillEdge Self-Directed Investing utilizes
the Internet to transport data and communications. Merrill will take reasonable
security precautions to safeguard data and communications; however,
Merrill disclaims any liability for interception and/or use of any such data or
communications. You agree that neither Merrill nor any third party working
with Merrill to provide services hereunder shall be responsible for any damages
caused by communications line failure, systems failure, and other occurrences
beyond their control, or from any unauthorized trading or theft by any third
party who gains access to your Account by use of your User ID and Password
as a result of your intentional or unintentional conduct, including negligence by
you. Merrill will not be responsible for any access costs you incur to connect to
MerrillEdge Self-Directed Investing.
Neither Merrill nor any third party makes any representations or warranties
expressed or implied with respect to MerrillEdge Self-Directed Investing,
including without limitation, any implied warranties of merchantability
or fitness for a particular purpose. To the extent permitted by law, under
no circumstances, including negligence, will Merrill or any of its affiliates,
directors, officers or employees, or any third party vendor be liable or have any
responsibility of any kind for any loss or damage that you incur in the event of
any failure or interruption of MerrillEdge Self-Directed Investing, or resulting
from the act or omission of any other party involved in making MerrillEdge
Self-Directed Investing available to you, or from any other cause relating
to your access to or use of MerrillEdge Self-Directed Investing, whether or
not the circumstances giving rise to such cause may have been within the
control of Merrill or of any vendor providing software or services support for
MerrillEdge Self-Directed Investing. In no event will Merrill or any such parties
be liable to you for any special, indirect, consequential or incidental damages
even if Merrill or any other party have been advised of the possibility thereof.
Any liability arising out of any action or omission by Merrill or any such parties
shall be limited to an amount equal to the benefit which the transaction
would have resulted in during the period between the date of a trade and
the applicable time for settlement of such trade.
14. Executing Your Order
We do business with our clients in two ways: as an agent or as a principal.
As an agent We act as an agent in many listed and unlisted securities,
obtaining a buyer or seller for you. Depending on your service model and
account type, we may add a commission to the execution price.
As a principal We or our affiliates act as a principal in many listed and
unlisted securities, buying from sellers and selling to buyers. There may appear
on your confirmations from time to time the words, “We or our affiliate may
act as principal.” This means that Merrill or its affiliates are buying or selling
that particular security, acting as a dealer, and maintaining their own inventory
for that purpose. To the execution price (with the exception of underwriting
transactions), we add a charge on the buy side called a “markup” and we
subtract a “markdown” on the sell side.
Our role as agent or principal, and the marketplace in which your transaction
was effected, is disclosed on your confirmation. In either role, our objective is
to find a competitive execution price for you.
15. Order Execution and Routing Disclosures
Exchange-listed securities — When you buy or sell round lots (usually 100
shares) of listed stocks, or when you buy or sell listed options, we generally
route your order through a routing system to what are expected to be the
best execution venues for the order. We handle your order so as to obtain
a competitive execution price in line with our regulatory obligations. Our
electronic order-processing system automatically channels your order to an
appropriate market center given the characteristics of the order, market data
and trading statistics. Our trading desks, or the trading desks of one or more
of our affiliates, may be one of these market centers or venues where the
execution may occur. If that is the case, your confirmation will indicate that
we acted as principal in connection with the purchase or sale transaction.
We have in place effective internal controls, including information barriers,
to prevent the inappropriate sharing of order information among our equity
trading desks. In this regard, each of our equity trading desks independently
conducts its trading activities. To the extent permitted by rule or law, when a
Merrill equity trading desk or unit (including a market-making desk or unit that
engages in block positioning and provides firm bid/offer quotes) handles your
equity orders, other equity trading desks or units of Merrill or its affiliates may
separately transact without knowledge of your orders for their principal
accounts at prices that would satisfy your orders. Conversely, if your orders
are handled by an equity trading desk or unit of Merrill or its affiliates, and no
attempt is made to obtain liquidity for your orders from our market-making
desk or the market-making desk of one of our affiliates, you should understand
that the market-making desk may separately transact without knowledge of
your orders for its principal at prices that would satisfy your orders. In either
case, the execution prices of any trading desk or unit that did not handle your
order, transacting for its principal accounts, could be better, the same, or worse
than the prices you receive for the same security.
Over-the-counter markets Securities that are not listed on an exchange
may be traded in the over-the-counter markets. Merrill and its affiliates may be
participants in an over-the-counter market and execute your orders as principal.
Merrill fully complies with SEC and FINRA order handling requirements. We
handle your order so as to obtain a competitive execution price. We regularly
monitor the quality of our executions. This includes reviewing the order
flow sent to Merrill affiliates who may support or provide order routing and/
or execution services on our behalf, as well as to certain third-party broker-
dealers or counterparties who we authorize as our liquidity providers. We
take into account many factors in determining the quality of executions and
to inform our routing decisions for retail-sized held orders. This includes, for
National Market System equity securities, certain industry metrics, including
but not limited to execution prices in relation to the publicly quoted spread
at the time (referred to as “effective over quoted” or E/Q), to the extent such
reference data is available.
Under FINRA rules, we are required to disclose to you descriptions of stop
quote and stop quote limit orders. Depending on your Merrill service channel,
you may have the option to place one or both of these order types. Merrill may
execute any of these orders itself or through one or more of its affiliates.
A stop quote order is a market order to buy or sell when the bid quote or
offer quote, as applicable, reaches a specified price.
Equity sell stop quote orders are placed at a stop price below the current
market price and will trigger if the national best bid quote is at or lower than
the specified stop price.
Equity buy stop quote orders are placed at a stop price above the current
market price and will trigger if the national best offer quote is at or higher than
the specified stop price.
Option sell stop orders are placed at a stop price below the current market
price and will trigger if the national best offer is at or lower than the specified
stop price.
Page 5 | MerrillEdge Self-Directed Investing Terms of Service Code 422001PM-0824
Option buy stop orders are placed at a stop price above the current market
price and will trigger if the option trades or has a prevailing bid quote at or higher
than the specified stop price on the exchange to which the order is routed. Once
triggered, a stop quote order becomes a market order (buy or sell, as applicable), and
execution prices can deviate significantly from the specific stop price. For equities,
a stop quote order is not guaranteed to execute as the order will not be triggered
unless the stop price is reached. For listed options, a stop order is not guaranteed to
execute as the order will not be triggered unless the stop price is reached and, even
if triggered, your order may not be executed if there is no prevailing bid quote (in the
case of a sell stop order) or a prevailing offer quote (in the case of a buy stop order)
available on the exchange to which your order is routed.
A stop quote limit order combines the features of a stop quote order and a
limit order.
Equity sell stop quote limit orders are placed at a stop price below the current
market price and will trigger if the national best bid quote is at or lower than the
specified stop price.
Equity buy stop quote limit orders are placed at a stop price above the current
market price and will trigger if the national best offer quote is at or higher than the
specified stop price above the current market price and will trigger if the option
trades or has a prevailing bid quote at or higher than the specified stop price on
the exchange to which the order is routed. Once triggered, a stop quote limit order
becomes a limit order (buy or sell, as applicable) at a specified limit price, and
execution may not occur as the market price can move away from the specified
limit price. For equities, a stop quote limit order is not guaranteed to execute as the
order will not be triggered unless the stop price is reached and, even if triggered,
your order may not be executed as the market price can move away from the
specified limit price. For listed options, a stop limit order is not guaranteed to
execute as the order will not be triggered unless the stop price is reached and, even
if triggered, your order may not be executed if there is no prevailing bid quote (in
the case of a sell stop limit order) or a prevailing offer quote (in the case of a buy
stop limit order) available on the exchange to which your order is routed or if the
market price moves away from the specified limit price.
Option sell stop limit orders are placed at a stop price below the current market
price and will trigger if the option trades or has a prevailing offer quote at or lower
than the specified stop price on the exchange to which the order is routed.
Option buy stop limit orders are placed at a stop price above the current market
price and will trigger if the option trades or has a prevailing bid quote at or higher
than the specified stop price on the exchange to which the order is routed. Once
triggered, a stop quote limit order becomes a limit order (buy or sell, as applicable)
at a specified limit price, and execution may not occur as the market price can
move away from the specified limit price. For equities, a stop quote limit order is
not guaranteed to execute as the order will not be triggered unless the stop price is
reached and, even if triggered, your order may not be executed as the market price
can move away from the specified limit price. For listed options, a stop limit order
is not guaranteed to execute as the order will not be triggered unless the stop price
is reached and, even if triggered, your order may not be executed if there is no
prevailing bid quote (in the case of a sell stop limit order) or a prevailing offer quote
(in the case of a buy stop limit order) available on the exchange to which your order
is routed or if the market price moves away from the specified limit price.
Often for those securities in which Merrill or one of its affiliates makes a market,
we will use best efforts to execute larger-sized client orders by testing whether,
and how much, stock can be bought at currently displayed quotes, in addition
to what is reflected in the quote of Merrill or its affiliate. We may then manually
execute client orders based on the liquidity we are able to access, which may
involve the simultaneous execution of one or more client orders received over a
period of time. Those orders may receive executions at prices that approximate
the volume-weighted average price during that period. MerrillLynch routes orders
in securities in which we do not make a market to other market makers, which can
include one or more of its affiliates or other unaffiliated third-party market makers.
The Securities and Exchange Commission (“SEC”) adopted a rule requiring market
centers to publicly disclose, on a monthly basis, uniform statistical measures of
order execution quality. These measures include, but are not limited to, how market
orders of various sizes are executed relative to the public quotes and information
about the spreads paid by investors. The SEC has also adopted a rule requiring all
brokerage firms to make publicly available quarterly reports on their order routing
practices. In accordance with these rules, Merrill’s order routing statistics are
available for public review by visiting https://www.ml.com/legal.html and clicking
through the link provided in the “Routing Disclosures Made Pursuant to Rule 606
of SEC Regulation NMS” section. Merrill affiliates may maintain trading desks
engaged in market making or other trading functions to which your orders may be
routed for execution or from whom an execution price for the transaction may be
obtained. The execution disclosures of BofA Securities, Inc., a Merrill affiliate and
market center, are available for public review by visiting https://www.bofaml.com/
en-us/content/best_execution.html.
Note: Under SEC rules, we are required to inform you that Merrill does not receive
payment for order flow from liquidity providers to which Merrill routes its customer
orders in equity securities. Merrill may receive rebates from and pays fees to
certain registered securities exchanges for providing or taking liquidity on those
exchanges, according to those exchanges’ published fee schedules approved by
the SEC. In some cases, the rebates received by Merrill from an exchange may,
over a period of time, exceed the fees paid to the exchange. Merrill may also
participate in the options order flow programs sponsored by the NYSE American
Options, the NYSE Arca Options, the Cboe options exchanges, and the Nasdaq
options exchanges. These exchange sponsored programs offer payments for listed
option orders that are directed to such options markets. In addition, in some cases
involving large equity securities trades where you direct that a Merrill affiliate
execute your order as principal, Merrill may share in the compensation paid to its
affiliate for the affiliate’s services.
16. Agreement With Information Providers Regarding MarketData
The securities prices, quotations, research, ratings, news and other information
provided on MerrillEdge Self-Directed Investing are provided by various third
party sources that include, but are not limited to, the New York Stock Exchange,
Inc., American Stock Exchange Inc., NASDAQ Stock Market, Inc., The Options
Price Reporting Authority, and its participant exchanges, Dow Jones & Company,
Inc., Standard & Poor’s Financial Services, LLC, Moody’s Investor Services, Inc.,
Morningstar Inc., and their respective affiliates, agents and others, including persons
or entities that act as data processors on behalf of the foregoing (collectively,
“Information Providers”). By using the MerrillEdge Self-Directed Investing website,
you acknowledge and agree that: (1) securities prices, quotations research, ratings,
news and other information received from Information Providers (Market Data”)
are solely for your individual use and you will not retransmit or furnish Market
Data to any other person or entity, except to other officers, partners or employees
if you are an entity; (2) the Market Data is and shall remain the property of the
respective Information Providers or of the market on which a reported transaction
took place or a reported quotation was entered; (3) at any time, Information
Providers may discontinue disseminating any category of Market Data, may change
or eliminate any transmission method and may change transmission speeds or
signal characteristics, and you shall not hold the Information Providers liable for
any resulting liability, loss or damages that may arise there from; and (4) your
agreements set forth herein and the disclaimers of warrant, and disclaimers of
liability set forth below are for the express benefit of the Information Providers as
third party beneficiaries and they may enforce these provisions against you.
Notwithstanding any provisions to the contrary contained herein, with respect to
Dow Jones & Company, Inc. only: (1) you may, on an occasional and irregular basis,
reproduce, distribute, display or transmit an insubstantial portion of the Market
Data provided by Dow Jones & Company, Inc. (the “Dow Jones information”), for a
non-commercial purpose and without charge, to a limited number of individuals,
provided you include all copyright and other proprietary rights notices with such
portion of the Dow Jones Information in the same form in which the notices appear
on the Dow Jones Information, the original source attribution, and the phrase
Used with permission from Dow Jones& Company”; (2) if you are an entity, you
may only retransmit or furnish the DowJones information to officers, partners or
employees in accordance with the foregoing sentence.
Notwithstanding any provisions to the contrary contained herein, the following
additional provisions apply to Market Data provided by Moody’s Investor
Services, Inc. (“Moody’s”): The credit ratings if any, constituting part of the
Market Data are, and must be construed solely as, statements of opinion and
not statements of fact or recommendations to purchase, sell or hold securities.
Each rating or other opinion must be weighted solely as one factor in any
investment decision made by or on behalf of any user of the Market Data, and
each user must make its own study and evaluation of each security and of
each issuer and guarantor of, or of each provider of credit support for, each
security that it may consider purchasing, holding, or selling. Moody’s hereby
discloses that most issuers of debt securities and rated by Moody’s have, prior
to assignment of any rating, agreed to pay Moody’s for the appraisal and rating
services rendered by its fees ranging from $1,500 to $1,500,000.
Page 6 | MerrillEdge Self-Directed Investing Terms of Service Code 422001PM-0824
These Terms of Service shall remain in effect as to the Information Providers
for so long as you have the ability to receive Market Data through the
MerrillEdge Self-Directed Investing website as contemplated hereby. In
addition, either you or Merrill may terminate your access to Market Data at
any time. You understand that Merrill is obligated to terminate access to
this site as to the provision of any or all of the Market Data pursuant to this
paragraph upon notice to that effect from any of the Information Providers.
The foregoing provisions regarding the proprietary nature of Market Data, third
party beneficiary enforcement by the Information Providers, and the disclaimer
of liability and disclaimer of warranty by the information Providers survive
termination of your access to Market Data. These Terms of Service supersede
each previous agreement between you and the Information Providers insofar
as the superseded agreement pertains to Market Data provided to you through
the MerrillEdge Self-Directed Investing website.
Disclaimer of Warranties and Liability Regarding Information Providers
and Market Data
THE MARKET DATA ACCESSIBLE THROUGH the MerrillEdge Self-Directed
Investing website IS PROVIDED “AS IS” AND THERE MAY BE DELAYS,
OMISSIONS OR INACCURACIES IN SUCH DATA. MERRILL, THE INFORMATION
PROVIDERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
AFFILIATES AND AGENTS CANNOT AND DO NOT GUARANTEE THE
ACCURACY, SEQUENCE, COMPLETENESS, CURRENTNESS, TIMELINESS,
MERCHANT-ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR
NONINFRINGEMENT Of THE MARKET DATA MADE AVAILABLE THROUGH
the MerrillEdge Self-Directed Investing website AND HEREBY DISCLAIM
ANY SUCH EXPRESS OR IMPLIED WARRANTIES. NEITHER MERRILL,
THE INFORMATION PROVIDERS, NOR THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AFFILIATES AND AGENTS SHALL BE LIABLE TO
YOU OR TO ANYONE ELSE FOR ANY LOSS OR INJURY WHETHER OR NOT
CAUSED IN WHOLE OR IN PART BY THEIR NEGLIGENCE OR OMISSION IN
PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING,
OR DELIVERING ANY MARKET DATA THROUGH the MerrillEdge Self-
Directed Investing website OR BY ANY FORCE MAJEURE OR ANY CAUSE
BEYOND THEIR REASONABLE CONTROL. IN NO EVENT WILL MERRILL, THE
INFORMATION PROVIDERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AFFILIATES OR AGENTS BE LIABLE TO YOU OR ANYONE ELSE
FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON
SUCH MARKET DATA OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL
OR SIMILAR DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS,
TRADING LOSSES, DAMAGES RESULTING FROM INCONVENIENCE, OR LOSS
OF USE OF the MerrillEdge Self-Directed Investing website, EVEN If ADVISED
OF THE POSSIBILITY Of SUCH DAMAGES.
Incorporation of Market Data Agreements With Exchanges
BY ACKNOWLEDGING THESE TERMS OF SERVICE, YOU AGREE (A) THAT
YOU UNDERSTAND, AND AGREE TO BE BOUND BY, THE AGREEMENT FOR
MARKET DATA DISPLAY SERVICES (THE “EXCHANGE AGREEMENT”), THE
MATERIAL TERMS AND CONDITIONS OF WHICH ARE INCORPORATED
HEREIN; (B) THAT MERRILL IS NOT AN AGENT OF ANY OF THE EXCHANGES
OR OF NASDAQ AND IS NOT AUTHORIZED TO DEPART FROM THE
EXCHANGE AGREEMENT; AND (C) THAT NO PROVISION MAY BE ADDED
TO OR DELETED FROM THE EXCHANGE AGREEMENT AND THAT NO
MODIFICATIONS HAVE BEEN MADE TO IT ON YOUR BEHALF. YOU WARRANT
THAT YOU ARE LEGALLY ABLE TO UNDERTAKE THE OBLIGATIONS SET
FORTH IN, AND THE SIGNATORY IS DULY AUTHORIZED TO BIND YOU TO,
THE EXCHANGE AGREEMENT.
THE NASDAQ STOCK MARKET, INC. IS A THIRD PARTY BENEFICIARY TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT. TO THE EXTENT THAT YOU
HAVE ANY CLAIMS AGAINST NASDAQ ARISING OUT OF THIS AGREEMENT
OR THE NASDAQ SUBSCRIBER AGREEMENT, THOSE CLAIMS SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE STATE OF MARYLAND WITHOUT REFERENCE TO PRINCIPLES Of
CONFLICTS OF LAW, AND YOU CONSENT TO SUBMIT TO THE JURISDICTION
Of THE COURTS OF OR FOR THE STATE Of MARYLAND IN CONNECTION
WITH ANY SUCH CLAIM.
BY ACKNOWLEDGING THESE TERMS OF SERVICE, YOU CERTIFY TO THE
INFORMATION PROVIDERS, AND TO MERRILL, THAT YOU HAVE READ,
UNDERSTAND AND INTEND TO BE BOUND BY THESE TERMS OF SERVICE.
Note: The Funds Transfer Service and Bill Payment Services are governed
by separate enrollment terms and conditions, which are available in the
Documents & Forms Library, and are not governed by the above MerrillEdge
Self-Directed Investing Terms of Service.
17. Callable Securities/ Procedures for a partial redemption
If you hold securities with us that may be redeemed or called prior to maturity
and a partial call occurs, a fair and impartial approach will be used among
impacted clients to allocate the securities selected to be called.
For Merrill’s allocation procedures, please go to the following link or you may
request a hard copy by contacting the Investment Center at 1.877.653.4732.
https://www.ml.com/legal.html#CallableSecurities
18. Extended Hours Trading Agreement
IMPORTANT INFORMATION ABOUT EXTENDED HOURS TRADING
THROUGH ELECTRONIC COMMUNICATION NETWORKS.
Due to the nature of the extended hours trading market, trading in the
pre-market and after hours through an ECN may pose certain risks which
are greater than those present during normal market hours.
Risk of Lower Liquidity
Liquidity refers to the ability of market participants to buy and sell securities.
Generally, the more orders that are available in a market, the greater the
liquidity. Liquidity is important because with greater liquidity it is easier for
investors to buy or sell securities, and as a result, investors are more likely to
pay or receive a competitive price for securities purchased or sold. There may
be lower liquidity in extended hours trading as compared to regular trading
hours. As a result, your order may only be partially executed, or not at all.
Risk of Higher Volatility
Volatility refers to the changes in price that securities undergo when trading.
Generally, the higher the volatility of a security, the greater its price swings.
There may be greater volatility in extended hours trading than in regular
trading hours. As a result, your order may only be partially executed, or not
at all, or you may receive an inferior price when engaging in extended hours
trading than you would during regular trading hours.
Risk of Changing Prices
The prices of securities traded in extended hours trading may not reflect the
prices either at the end of regular trading hours, or upon the opening the next
morning. As a result, you may receive an inferior price when engaging in
extended hours trading than you would during regular trading hours.
Risk of Unlinked Markets
Depending on the extended hours trading system or the time of day, the prices
displayed on a particular extended hours trading system may not reflect the
prices in other concurrently operating extended hours trading systems dealing
in the same securities. Accordingly, you may receive an inferior price in one
extended hours trading system than you would in another extended hours
trading system.
Risk of News Announcements
Normally, issuers make news announcements that may affect the price of their
securities after regular trading hours. Similarly, important financial information
is frequently announced outside of regular trading hours. In extended hours
trading, these announcements may occur during trading, and if combined
with lower liquidity and higher volatility, may cause an exaggerated and
unsustainable effect on the price of a security.
Risk of Wider Spreads
The spread refers to the difference in price between what you can buy a
security for and what you can sell it for. Lower liquidity and higher volatility in
extended hours trading may result in wider than normal spreads for a particular
security.
Page 7 | MerrillEdge Self-Directed Investing Terms of Service Code 422001PM-0824
Time and Price Priority of Orders
Orders entered into the extended hours session are generally handled in
the order in which they were received at each price level. Therefore, orders
transmitted to the ECN by other investors before your order may match an
existing order that you were attempting to match, thereby removing that order
from the ECN order book. Similarly, your order may not be first in line to be
executed if a matching order comes into the ECN. This may prevent your order
from being executed, in whole or in part, or from receiving as favorable a price
as you might receive during normal market hours.
Communication Delays
Delays or failure in communications due to a high volume of orders or
communications, or other computer system problems, may cause delays
in, or prevent execution of your order.
Terms and Conditions
Trading through ECN Extended Hours session on the ECN is subject to the
terms and conditions (Terms”) and policies set forth by Merrill and subject to
change without notice. Trading in the pre-market session may not be available
to all users. Users of the extended hours trading session should contact an
investment specialist to determine the availability of pre-market trading.
By using the ECN Extended Hours trading facility, you acknowledge your
understanding of the risks set forth above and your agreement to the Terms
set forth below.
We reserve the right not to accept an order for the ECN Extended Hours session
at their discretion and will attempt to notify you if your order is not accepted.
We will only accept limit orders for ECN Extended Hours trading. You must
indicate a specific price at which you are willing to buy or sell the security you
are interested in. You may not trade against an order entered by you. In other
words, you may not buy securities you offered for sale in the ECN, and vice versa.
The maximum order size is 100,000 shares.
Prices must be entered in decimals.
Only certain securities will be eligible for trading through the ECN Extended
Hours session, so all orders must be for securities traded on the ECN. If a stock
normally traded on the ECN closes on a trading halt in its primary market, or
trading is later halted by its primary exchange or a regulatory authority, trading
of that stock will be suspended on the ECN.
ECN pre-market orders can be placed from 7:00 to 9:30 a.m. Eastern. Pre-market
Orders we receive will be sent to the ECN for execution in the order in which they
are received. We will continue to send ECN pre-market orders as they are received
until 9:30 a.m. Eastern unless trading is halted prior to 9:30 a.m. Eastern.
ECN after-hours orders can be placed from 4:01 to 8:00 p.m. Eastern (After
Hours Orders). After Hours Orders we receive will be sent to the ECN for
execution in the order in which they are received. We will continue to send
After Hours Orders to the ECN until 8:00 p.m. Eastern unless trading is halted
prior to 8:00 p.m. Eastern.
If ECN pre-market trading is available, orders not filled during the ECN pre-
market session are automatically canceled if they are not filled by the end of
the session (i.e., 9:30 a.m. Eastern) during which they were placed. You must
re-enter these orders during normal market hours if you still wish to have the
trades executed.
Orders not filled during the ECN after hours session are automatically canceled
if they are not filled by the end of the session (i.e., 8:00 p.m. Eastern) during
which they were placed. You must re-enter these orders during normal market
hours if you still wish to have the trades executed.
Merrill is not liable for delays in the transmission of orders due to a breakdown
or failure of transmission, communication or data processing facilities, or for
any other cause beyond our reasonable control.
Transactions are subject to the applicable rules and regulations of the self-
regulatory organizations and governmental authorities.
Transactions are subject to all other agreements applicable to your account(s).
MerrillLynch, Pierce, Fenner & Smith Incorporated (also referred to as “MLPF&S” or “Merrill”) makes available certain investment products sponsored, managed, distributed or
provided by companies that are affiliates of BankofAmerica Corporation (BofACorp.). MLPF&S is a registered broker-dealer, registered investment adviser, Member SIPC and a
whollyowned subsidiary of BofACorp.
MerrillEdge® Self-Directed is available through MLPF&S.
Banking products are provided by BankofAmerica, N.A., and affiliated banks, Members FDIC and wholly owned subsidiaries of BofACorp.
Investment products:
Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value
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