KeyBanc Capital Markets Disclosures

KeyBanc Capital Markets Disclosure Statement

KeyBanc Capital Markets is a trade name under which the corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member FINRA/SIPC (“KBCMI”), and KeyBank National Association (“KeyBank N.A.”), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and by its licensed securities representatives. Banking products and services are offered by KeyBank N.A.

A number of our corporate and institutional team members are employed by both KeyBanc Capital Markets Inc. and KeyBank N.A. These “dual employees” are licensed securities representatives of KeyBanc Capital Markets Inc., and they are there to better serve your needs, by making available both securities and banking products and services.

Further, in connection with our effort to deliver a comprehensive array of banking and securities products and services to you in a seamless manner, from time to time KeyBank N.A. and KeyBanc Capital Markets Inc. will share with each other certain non-public information that you provide to us. Of course, as always, this information will not be shared or otherwise disclosed outside of the KeyCorp organization without your express permission. Please also be assured that, as with other banks and broker-dealers, KeyBank N.A. and KeyBanc Capital Markets Inc. adhere to established internal procedures to safeguard your corporate information from areas within our organization that trade in or advise clients with respect to the purchase and sale of securities.

KEYBANC CAPITAL MARKETS INC. IS NOT A BANK AND ITS OBLIGATIONS ARE NOT OBLIGATIONS OF KEYBANK NATIONAL ASSOCIATION. KEYBANK NATIONAL ASSOCIATION IS NOT RESPONSIBLE FOR THE INVESTMENT BANKING OR SECURITIES-RELATED PRODUCTS AND SERVICES SOLD, OFFERED OR RECOMMENDED BY KEYBANC CAPITAL MARKETS INC. INVESTMENT BANKING AND SECURITIES-RELATED PRODUCTS AND SERVICES SOLD, OFFERED OR RECOMMENDED BY KEYBANC CAPITAL MARKETS INC. ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF KEYBANK NATIONAL ASSOCIATION, ARE NOT GUARANTEED BY KEYBANK NATIONAL ASSOCIATION, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION. SECURITIES-RELATED PRODUCTS ARE SUBJECT TO INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL.

KeyBanc Capital Markets Inc., through KeyCorp’s Enterprise Business Resiliency group, maintains comprehensive processes to effectively respond to an incident to achieve and sustain continuous business operations, with limited impact to the business, while being consistent with industry standards and meeting regulatory expectations. Please read our complete Business Continuity Disclosure.

Pursuant to SEC Rule 605 and 606, KeyBanc Capital Markets Inc. (“KEYB”) is providing information regarding both the quality of its executions and the varying venues to which orders are routed. KEYB has made every attempt to prepare these statistics in compliance with the SEC's rules, however, these statistics have not been audited and may contain errors. Accordingly, any decision about whether to open an account or to direct orders to KBCM should not be based solely on these statistics, but on an evaluation of the full range of services that we provide.

KEYB will make available to any client the identity of the venue to which the client’s orders were routed for execution during the six months prior to a client’s request, whether the orders were directed or non-directed orders, and the time of the transactions, if any, that resulted from the orders. If you would like to request this information with respect to any order you have placed, or if you have any questions regarding KBCM routing, you may email: trading_services@keybank.com.

For information please refer to links below and select the downloadable KEYB- KeyBanc Capital Markets Inc.
Disclosure of SEC-Required Order Execution Information - SEC Rule 605
Disclosure of SEC-Required Order Routing Information - SEC Rule 606

For further information please visit the Securities and Exchange website at www.sec.gov.

Risk Factors of Extended Hours Trading Sessions
Disclosures & Procedures for Auction Rate Securities

KeyBanc Capital Markets (KBCM) Inc. is a registered broker-dealer and municipal advisor with the U.S. Securities and Exchange Commission (SEC) and the Municipal Securities Rulemaking Board (MSRB). Municipal security investors and municipal advisory clients are directed to the MSRB website (www.msrb.org) for important investor/client protection information, including how to file a complaint with an appropriate regulatory authority. Please refer to the MSRB’s Investor Brochure and Municipal Advisory Client Brochure.

Marketing & Advertising Disclosures

This article is prepared for general information purposes only. The information contained in this report has been obtained from sources deemed to be reliable but is not represented to be complete, and it should not be relied upon as such. This report does not purport to be a complete analysis of any security, issuer, or industry and is not an offer or a solicitation of an offer to buy or sell any securities.

This notice shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Copies of the prospectus may be obtained by contacting KeyBanc Capital Markets, Attention: Equity Syndication Department, 127 Public Square, 7th Floor, Cleveland, Ohio 44114 or by telephone at (800) 859-1783.

KeyBanc Capital Markets is a trade name under which the corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., member FINRA/SIPC (“KBCMI”), and KeyBank National Association ("KeyBank N.A."), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and by its licensed securities representatives. Banking products and services are offered by KeyBank N.A.

This report was not issued by our research department. The information contained in this report has been obtained from sources deemed to be reliable but is not represented to be complete, and it should not be relied upon as such. This report does not purport to be a complete analysis of any security, issuer, or industry and is not an offer or a solicitation of an offer to buy or sell any securities. This report is prepared for general information purposes only.

Press Releases – Please contact Laura Mimura

Specific Line of Business Disclosures

“Cain Brothers, a division of KeyBanc Capital Markets” is a trade name of KeyBanc Capital Markets Inc. Member FINRA/SIPC.

KeyBanc Capital Markets Inc. and KeyBank National Association are separate but affiliated companies. Securities products and services are offered by KeyBanc Capital Markets Inc. and its licensed securities representatives. Banking products and services are offered by KeyBank National Association.

Securities products and services: Not FDIC Insured • No Bank Guarantee • May Lose Value

KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member FINRA/SIPC (“KBCMI”), and KeyBank National Association are marketed. MOSAIC is a service operated by KBCMI.

This document is for informational purposes only. The material contained herein is based on data from sources considered to be reliable; however, KeyBanc Capital Markets does not guarantee or warrant the accuracy or completeness of the information. Neither the information nor any opinion expressed constitutes an offer, or the solicitation of an offer, to buy or sell any security. This document may contain forward-looking statements, which involve risk and uncertainty. Actual results may differ significantly from the forward-looking statements. This report is not intended to provide personal investment advice and it does not take into account the specific investment objectives, financial situation and the specific needs of any person or entity.

This communication is intended solely for the use by the recipient. The recipient agrees not to forward or copy the information to any other person outside their organization without the express written consent of KeyBanc Capital Markets Inc.

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KeyBanc Capital Markets Disclosures