APEX FDIC-INSURED SWEEP PROGRAM TERMS AND CONDITIONS 

You may elect to have dormant cash in  your brokerage account at Apex Clearing  Corporation (“Apex”) “swept” into and out of an  interest-bearing FDIC-insured deposit account

opened by Apex at a participating bank (“Program Bank”), at no cost to you, by  participating in the Apex FDIC-Insured Sweep  Program (the “Program”) where it will earn  interest paid into your Apex Account. A list of  current Program Banks is available on Apex’s  website. By electing to have your excess cash  swept through the Program, you hereby accept  and agree to these terms and conditions, and  appoint Apex as your agent in creating deposit  accounts and providing services in accordance  with the Program. These terms and conditions  are in addition to those contained in your  account agreements and any other agreements  you may have with Apex or your broker.

When opening a brokerage account  carried by Apex (your “Apex Account”), you  will have the option to direct your broker to have  you and your Apex Account participate in the  Program. If you do not affirmatively elect to  participate, your excess cash will remain  dormant in your Apex Account. Existing  participants in the Program may terminate their  participation by giving notice to their broker. If  you have an Apex Account but are not  participating in the Program, you may direct  your broker to transfer it into the Program at any  time. Participation in the Program does not  guarantee any or all of your excess cash balance  will be swept to a Program Bank, and all sweeps  shall be in Apex’s sole discretion. Apex  reserves the right to refuse to allow any Apex  Account to enter the Program and to remove any  Apex Account from participation in the Program  at any time in Apex’s discretion.  

I. DEPOSITS

Once you elect to participate in the  Program, you agree that Apex may begin to  sweep the excess cash balance in your account  into sweep deposit accounts it has established at  one or more Program Banks on behalf of you  and other Apex customers. These deposit  accounts are omnibus accounts titled in such a  way to disclose the funds swept into them are  those of customers and not of Apex. Your  ownership in these accounts will be evidenced  by an entry on Apex’s records for each Program  Bank at which your funds are on deposit and by  disclosure on your Apex Account statement.  You will not be given any additional evidence of  ownership. If there is excess cash in your Apex  Account such that a single deposit would put  that amount beyond FDIC coverage, then Apex  will sweep the excess cash into multiple  Program Banks. Apex may transfer balances  between Program Banks at any times at its  discretion and may utilize one or more  intermediary banks to route funds in the  Program. While Apex provides the Program as  a service to its customers, Apex shall be under  no obligation to sweep any excess cash in your  account into a Program Bank at any time. You  may not deposit funds into the Program directly  with any Program Banks; all funds in the  Program must be deposited through your Apex  Account.

II. WITHDRAWALS

By enrolling in the Program, you  consent to have Apex, as your agent,  automatically withdraw any and all of your  funds in the Program at Program Banks in the  event of a debit in your Apex Account, or to pay  for securities purchased for or sold to your Apex  Account, or otherwise in Apex’s discretion. If  funds that have been swept to a Program Bank  are needed to cover a purchase, withdrawal, or  other debit in your Apex Account, the funds will  be automatically swept out of the Program  Bank(s) and back into your Apex Account by  Apex. You will not need to do anything for this  process to occur.

Although Apex may sweep your excess  cash balance to an account at a Program Bank,  you shall not be able to make withdrawals from  that account, even if you contact the Program  Bank directly. Your excess cash balance is only  available through your Apex Account. Please  contact your broker with any questions on  accessing your cash balance.

III. ACCESS TO YOUR EXCESS CASH  BALANCE

Use of your Apex Account will not be  affected when your excess cash is swept to a  Program Bank. You will still be able to make  purchases and withdrawals using your excess  cash balance through your Apex Account at any  time. However, any funds withdrawn or used  for purchase will no longer be available to  sweep to a Program Bank. You can only access  your excess cash balance directly through your  Apex Account. Being swept to a Program Bank  shall not provide protection to your excess cash  balance from legal processes such as levies or  garnishments served on Apex.

IV. INTEREST

You may earn interest on excess cash  balances that Apex sweeps to Program Banks.  The interest rate will be based on numerous  factors, including the current interest rate  environment, and is subject to change without  notice. Over any given period, the interest rates  on your swept excess cash balances may be  lower than the rate of return on similar non FDIC-insured investments or deposit accounts  offered outside of the Program, including  deposit accounts held directly by you with a  Program Bank. Interest payments to you and  movements of your excess cash balance will be  reflected on your Apex Account statement.

Interest accrues daily and is paid into the deposit  account at each Program Bank. Any interest  paid to you will be posted directly to your Apex  Account. Interest rates and APY on funds in the  Program will vary over time and can change  daily without notice to you. Please contact your  broker for specific details on current interest  rates and payments.  

V. FDIC INSURANCE & SIPC  COVERAGE

Your excess cash balances that Apex  sweeps to a Program Bank, together with any  non-Program deposits you may have at the same  Program Bank, are insured by the Federal  Deposit Insurance Corporation (“FDIC”) up to a  standard maximum amount in accordance with  the FDIC’s rules. The applicable FDIC  insurance limit depends on a number of factors.  Please consult www.fdic.gov for further details.  If you have both excess cash and non-Program  funds at the same Program Bank held in the  same right and legal capacity, you must  aggregate all such deposits for purposes of  determining your FDIC insurance coverage. If  that aggregate exceeds applicable FDIC  insurance limit, the FDIC may not insure the  funds in excess of the applicable limits. Apex  recommends you contact your financial and  legal advisors for further details on FDIC limits and advice on participation in the Program.  Apex shall have no obligation to consider any  non-Program deposits when sweeping your  excess cash balances. Please note that there is no  specific time period during which the FDIC  must make insurance payments available and the  FDIC may require you provide certain  documentation before insurance payments are  made.  

Apex is not responsible for  monitoring the amount of your excess cash  balance swept to any Program Bank to  determine whether it exceeds the limit of  available FDIC insurance. You are solely  responsible for monitoring the total amount  of your assets on deposit with each Program  Bank (including non-Program funds and  accounts) in order to determine the extent of  FDIC insurance coverage available to you on  those deposits, including Program deposits.  Apex shall not take into account any money  you have on deposit at a Program Bank  outside of the Program.

Any securities and funds held in your  Apex Account (as opposed to funds swept to a  Program Bank) are (i) not insured by the FDIC,  (ii) have no bank or government guarantees, and

(iii) may have associated risks. Securities and  funds not swept to a Program Bank are held in  your Apex Account and are covered by the  Securities Investor Protection Corporation  (“SIPC”), of which Apex is a member. Your  excess cash balance is only eligible for FDIC  coverage once it is in an account at a Program  Bank. However it shall be covered by SIPC while held by Apex and in transit to or from a  Program Bank. As a member of SIPC, funds are  available to meet customer claims up to a  current ceiling of $500,000, including a  maximum of $250,000 for cash claims. For  additional information regarding SIPC coverage,  including a brochure, please contact SIPC at  (202) 371-8300 or visit www.sipc.org. Apex has  purchased an additional insurance policy  through a group of London Underwriters to  supplement SIPC protection. This additional  insurance policy becomes available to customers  in the event that SIPC limits are exhausted and  provides protection for securities and cash up to  certain limits. Similar to SIPC protection, this  additional insurance does not protect against a  loss in the market value of securities. SIPC  coverage does not cover fluctuations or losses in  the market value of your investments.

VI. RELATIONSHIP

Apex receives payment from each  Program Bank in connection with its  participation in and operation of the Program.  Apex’s payment from the Program Banks is paid  as interest. This payment is typically based on  the average aggregate amount of funds at each  Program Bank and the current interest rate  environment. The payment to Apex by one  Program Bank may differ from payment of  another Program Bank, even if the deposit  amounts are identical. Apex may pay to its  authorized agent or third-party an amount for  facilitating the operations of the Program, which  may be a portion of the payment made to Apex  by the Program Banks. Apex may pay to your  broker a portion of the payment it receives from  the Program Banks. Apex’s payment amount to  your broker may be different than the payment  amount made to another broker. Your broker  shall determine the amount of any payments  made to you without Apex’s knowledge. Please  

contact your broker for specific details on  payments to you.

VII. PROGRAM BANKS

A list of current Program Banks in the  Program can be found on Apex’s website. You  may contact your broker to specify any Program  Banks into which you do not wish your excess  cash balance to be swept. You may withdraw  any such exclusion of Program Banks you have  made at any time by contacting your broker.  Please note that if there are insufficient Program  Banks available in the Program, taking into  account any from which you have opted out,  such that not all of your excess cash balance can  be spread among Program Banks to ensure FDIC  coverage, then some or all of your excess cash  balance may remain dormant in your Apex  Account or may be deposited at a Program Bank  but not covered by FDIC insurance. You can  obtain additional information on each Program  Bank at www.fdic.gov.  

Occasionally, Program Banks may be  added or removed from the Program Bank list  available on Apex’s website. In such instances  no additional notice will be sent to you. If a  Program Bank is removed from the Program, it  will no longer be able to receive sweeps of your  excess cash balance. If any of your excess cash  balance is at a Program Bank that is removed  from the Program, Apex will transfer those  funds into another Program Bank still in the  Program or into your Apex Account, at Apex’s  discretion.

By electing to participate in the  Program, whether when opening your Apex  Account or by instruction to your broker, you  attest that you have received and read this  Program Statement. You consent to all the  provisions herein and for Apex to change the  amounts and Program Banks into which your  excess cash balance is swept at any time in  Apex’s discretion. Further, you agree that  nothing herein shall obligate Apex in any way  to sweep any portion of your excess cash  balance to any Program Bank at any time.  You agree to hold harmless Apex for any  results that may occur from participation in the Program, including specifically your  receiving smaller payment than you could in  a different type of account or had your excess  cash balance been swept into a different  Program Bank. You direct Apex to return all  your swept funds to your Apex Account and  to terminate your participation in the  Program in the event (i) you instruct your  broker to remove you from the Program or  (ii) you utilize the services of an investment  advisor who instructs Apex to remove you  from or not include you in the Program. You  agree Apex may share personal information  about you, including name, social security  number, tax identification number, address,  date of birth, or others with certain entities or  individuals that provide services to Apex in  connection with the program, including, but  not limited to, any Apex agent, your  investment advisor, and your broker. For  further information regarding the collection,  processing, or use of your personal  information, please see Apex’s Privacy Policy  provided to you with your account opening  documents and available on Apex’s website.

VIII. TAXATION

If you are paid interest in the Program in  a given year, you will receive a Form 1099, if  applicable, reflecting the interest you have  earned in that year. Nothing in these Terms and  Conditions should be construed as to constitute  legal or tax advice. Please contact your own  legal or tax advisor.

Apex may be required to withhold  United States federal income tax at the  prevailing rate on taxable distributions payable  to certain depositors who fail to provide  sufficient and correct taxpayer identification  information or to make required certifications or  who have been notified by the Internal Revenue  Service that they are subject to backup  withholding. Please consult your tax advisor for  further information or visit www.irs.gov.

IX. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT  PERMITTED BY LAW, IN NO EVENT  SHALL APEX, THE PROGRAM BANKS, OR  THEIR AGENTS, AFFILIATES, ASSIGNS,  SUBSIDIARIES, OFFICERS, DIRECTORS,  OR EMPLOYEES BE LIABLE FOR ANY  INDIRECT, CONSEQUENTIAL,  EXEMPLARY, SPECIAL, INCIDENTAL, OR  PUNITIVE DAMAGES OF ANY NATURE  NO MATTER THE CONTEXT IN WHICH IT  IS ASSERTED AND INCLUDING WITHOUT  LIMITATION LOSS OF PROFITS,  GOODWILL, BUSINESS INTERRUPTION  OR ANY PENALTIES OR PUNITIVE  DAMAGES.

Any failure by Apex, its agent, your  broker, or any Program Bank shall not constitute  a violation or subject them to any liability if  caused in any way by your negligence or willful  act, force majeure, suspension of payment by  another institution, market irregularity or loss of  market access, war, act of terrorism, or any other  circumstances beyond the control of them.  

X. COMPLIANCE WITH LEGAL  PROCESS

Apex, its agent(s), and the Program  Banks may comply, without notice to you, with  any writ of attachment, execution, garnishment,  levy, restraining order, subpoena, warrant,  regulator or government request, or other legal  process that the recipient believes to be valid.  You agree to indemnify and hold harmless  Apex, its agent(s) and the Program Banks from  all actions, claims, liabilities, losses, costs,  attorney’s fees, and damages that may be  associated with their compliance with any legal  process in accordance with this section and you  agree they may comply with any legal process  received, even if such is not served properly on  the recipient in accordance with all applicable  legal requirements, so long as compliance is not  done in bad faith.

XI. NO WARRANTIES

EXCEPT AS SPECIFICALLY SET  FORTH IN THESE TERMS AND  CONDITIONS, NO REPRESENTATIONS OR  WARRANTIES (ORAL OR WRITTEN,  STATUTORY, EXPRESS, IMPLIED, OR  OTHERWISE) ARE MADE TO YOU  REGARDING THE PROGRAM, INCLUDING,  WITHOUT LIMITATION, AS TO  MERCHANTABILITY, FITNESS FOR ANY  PURPOSE, CONFORMITY TO ANY  DESCRIPTION OR REPRESENTATION,  NON-INTERFERENCE, OR NON INFRINGEMENT. NONE OF YOUR  BROKER, INVESTMENT ADVISOR,  REGISTERED REPRESENTATIVE, OR  OTHER PERSON OR ENTITY IS  AUTHORIZED TO MAKE, OR MAY THEY  MAKE, ANY REPRESENTATIONS OR  UNDERTAKINGS ON BEHALF OF APEX  OR THE PROGRAM BANKS OR THEIR  RESPECTIVE AFFILIATES OR AGENTS  WITH RESPECT TO THE PROGRAM.  

XII. NO GUARANTEE OF PROGRAM  BANKS

Your participation in the program is a  direct obligation of the applicable Program  Bank(s) to you. Apex is under no such  obligation and Apex does not guarantee the  financial condition of any Program Bank. Under  federal banking regulations, a Program Bank  may exercise its right to require prior notice of  up to seven days before permitting your excess  cash balance to be swept out. In the event of a  failure of a Program Bank, there may be a time  period during which you may not be able to  access your money. Interest in a Program Bank  account is not transferrable.  

XIII. ADDITIONAL DISCLOSURES

A. Corporate Status. Apex is a  registered broker-dealer and is a member of the  Financial Industry Regulatory Authority. Apex  is not a bank or an investment advisor. Apex and  the Program Banks do not provide advice  regarding whether the Program is beneficial or  right for you or your Apex Account.

B. Acceptance of Terms and  Conditions. By continuing to maintain your  Apex Account and participate in the Program,  you accept the terms and conditions herein and  you accept and will be legally bound by any new  terms and conditions.

C. Obligation to Review Statements.  In accordance with your account opening  documents with Apex, you must carefully  examine your Apex Account statement once you  receive it. If you feel that there is an error, you  must notify Apex promptly. Failure to comply  with this notification requirement may bar you  from claiming any error involving your Program  Bank accounts. Please see your Apex Account  opening documents for specific details and  timelines.

D. Escheatment. In certain  circumstances, Apex and the Program Banks  may be required by law to escheat a portion or  all of your excess cash balance and Apex  Account to a state due to account inactivity for  certain time periods, in accordance with state  law. If funds are escheated to a state, you must  file a claim with that state to reclaim the funds.

E. Assignment. You may not assign  these terms and conditions or your participation  in the Program, except through an assignment of  your entire Apex Account. Apex may assign its  rights and obligations under the Program and  these terms and conditions without prior notice  to you and without obtaining your consent.

F. Set Off. Under the terms of your  account agreements with Apex, Apex may  charge or set off assets from your Apex Account  against any obligations or debt you owe to Apex.  This right extends to any excess cash balances  that are swept to a Program Bank and swept  funds shall have no additional protection solely  because they are with a Program Bank.

G. No Waiver. There shall be no  waiver by Apex of any of these terms and  conditions unless such waiver is in writing and  signed by Apex. No failure or delay by Apex,  its agent, or any Program Bank in exercising any  right, power, or privilege hereunder shall operate

as a waiver thereof nor shall any partial exercise  preclude further or full exercise of any right,  power, or privilege.

H. Severability. If any term, provision,  covenant or restriction of these terms and  conditions is held to be invalid, void, or  unenforceable, the remainder shall remain in full  force and effect and shall in no way, to the  maximum extent allowed by law, be affected,  impaired, or invalidated.

I. Entire Agreement. These terms  and conditions, any additional documents  provided to you by Apex, its agent, or any  Program Bank concerning the Program, and  your account opening agreements with Apex  constitute the entire agreement with you  regarding the Program and supersede all prior  agreements, both oral and written, with respect  to the subject matter herein. These terms and  conditions are to be read in conjunction with,  and not independently of, your Customer  Account Agreement with Apex. For all  purposes, you participation in the program is  through your Apex Account and is subject to all  terms of your Customer Account Agreement  with Apex and any other account opening  agreements you have with Apex.

J. Controlling Document. In the  event of any inconsistency between these terms  and conditions and a provision of any such other  document provided to you in connection with  the Program, these terms and conditions shall  prevail.

K. Governing Law and Arbitration.  These terms and conditions shall be construed in  accordance with and governed by the laws of the  State of Texas. In accordance with your account  opening agreements with Apex, any disputes  regarding the Program or your Apex Account  shall be subject to and controlled by the  Arbitration Agreement set forth in your  Customer Account Agreement with Apex shall  fully control.  

L. Headings and Construction. The  headings herein are included only for  convenience and shall not be considered in the  construction or interpretation of these terms and  conditions. Any singular items herein shall be  deemed to include the plural and vice versa.  Any use of the term “include” or any derivative  or synonym of it shall be deemed to be followed  by the words “without limitation”. References  to any agreement or document provided to you  shall include that agreement or document as  amended, modified, supplemented, or replaced  from time to time. In any construction of these  terms and conditions, it shall not be construed  against a party on the basis of that party  potentially being the drafter of the terms and  conditions.

THESE TERMS AND CONDITIONS ARE SUBJECT TO THE PREDISPUTE  ARBITRATION CLAUSE CONTAINED IN  YOUR CUSTOMER ACCOUNT  AGREEMENT GOVERNING YOUR APEX  ACCOUNT. PLEASE REVIEW THE  PREDISPUTE ARBITRATION CLAUSE IN  YOUR CUSTOMER ACCOUNT  AGREEMENT CAREFULLY