APEX FDIC-INSURED SWEEP PROGRAM

DEPOSITS

TERMS AND CONDITIONS

Once you elect to participate in the

Program, you agree that Apex may begin to

You may elect to have dormant cash in

sweep the excess cash balance in your account

your brokerage account at Apex Clearing

into sweep deposit accounts it has established at

Corporation (“Apex”) “swept” into and out of an

one or more Program Banks on behalf of you

interest-bearing FDIC-insured deposit account

and other Apex customers. These deposit

opened by Apex at a participating bank

accounts are omnibus accounts titled in such a

(“Program Bank”), at no cost to you, by

way to disclose the funds swept into them are

participating in the Apex FDIC-Insured Sweep

those of customers and not of Apex. Your

Program (the

“Program”) where it will earn

ownership in these accounts will be evidenced

interest paid into your Apex Account. A list of

by an entry on Apex’s records for each Program

current Program Banks is available on Apex’s

Bank at which your funds are on deposit and by

website. By electing to have your excess cash

disclosure on your Apex Account statement.

swept through the Program, you hereby accept

You will not be given any additional evidence of

and agree to these terms and conditions, and

ownership. If there is excess cash in your Apex

appoint Apex as your agent in creating deposit

Account such that a single deposit would put

accounts and providing services in accordance

that amount beyond FDIC coverage, then Apex

with the Program. These terms and conditions

will sweep the excess cash into multiple

are in addition to those contained in your

Program Banks. Apex may transfer balances

account agreements and any other agreements

between Program Banks at any times at its

you may have with Apex or your broker.

discretion and may utilize one or more

intermediary banks to route funds in the

When opening a brokerage account

Program. While Apex provides the Program as

carried by Apex (your “Apex Account”), you

a service to its customers, Apex shall be under

will have the option to direct your broker to have

no obligation to sweep any excess cash in your

you and your Apex Account participate in the

account into a Program Bank at any time. You

Program. If you do not affirmatively elect to

may not deposit funds into the Program directly

participate, your excess cash will remain

with any Program Banks; all funds in the

dormant in your Apex Account. Existing

Program must be deposited through your Apex

participants in the Program may terminate their

Account.

participation by giving notice to their broker. If

you have an Apex Account but are not

II.

WITHDRAWALS

participating in the Program, you may direct

your broker to transfer it into the Program at any

By enrolling in the Program, you

time. Participation in the Program does not

consent to have Apex, as your agent,

guarantee any or all of your excess cash balance

automatically withdraw any and all of your

will be swept to a Program Bank, and all sweeps

funds in the Program at Program Banks in the

shall be in Apex’s sole discretion.

Apex

event of a debit in your Apex Account, or to pay

reserves the right to refuse to allow any Apex

for securities purchased for or sold to your Apex

Account to enter the Program and to remove any

Account, or otherwise in Apex’s discretion. If

Apex Account from participation in the Program

funds that have been swept to a Program Bank

at any time in Apex’s discretion.

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

FDIC INSURANCE & SIPC

cash balance to an account at a Program Bank,

COVERAGE

you shall not be able to make withdrawals from

that account, even if you contact the Program

Your excess cash balances that Apex

Bank directly. Your excess cash balance is only

sweeps to a Program Bank, together with any

available through your Apex Account. Please

non-Program deposits you may have at the same

contact your broker with any questions on

Program Bank, are insured by the Federal

accessing your cash balance.

Deposit Insurance Corporation (“FDIC”) up to a

standard maximum amount in accordance with

III.

ACCESS TO YOUR EXCESS CASH

the FDIC’s rules.

The applicable FDIC

BALANCE

insurance limit depends on a number of factors.

Please consult www.fdic.gov for further details.

Use of your Apex Account will not be

If you have both excess cash and non-Program

affected when your excess cash is swept to a

funds at the same Program Bank held in the

Program Bank. You will still be able to make

same right and legal capacity, you must

purchases and withdrawals using your excess

aggregate all such deposits for purposes of

cash balance through your Apex Account at any

determining your FDIC insurance coverage. If

time. However, any funds withdrawn or used

that aggregate exceeds applicable FDIC

for purchase will no longer be available to

insurance limit, the FDIC may not insure the

sweep to a Program Bank. You can only access

funds in excess of the applicable limits. Apex

your excess cash balance directly through your

recommends you contact your financial and

Apex Account. Being swept to a Program Bank

legal advisors for further details on FDIC limits

shall not provide protection to your excess cash

and advice on participation in the Program.

balance from legal processes such as levies or

Apex shall have no obligation to consider any

garnishments served on Apex.

non-Program deposits when sweeping your

excess cash balances. Please note that there is no

IV.

INTEREST

specific time period during which the FDIC

must make insurance payments available and the

You may earn interest on excess cash

FDIC may require you provide certain

balances that Apex sweeps to Program Banks.

documentation before insurance payments are

The interest rate will be based on numerous

made.

factors, including the current interest rate

environment, and is subject to change without

Apex is not responsible for

notice. Over any given period, the interest rates

monitoring the amount of your excess cash

on your swept excess cash balances may be

balance swept to any Program Bank to

lower than the rate of return on similar non-

determine whether it exceeds the limit of

FDIC-insured investments or deposit accounts

available FDIC insurance. You are solely

offered outside of the Program, including

responsible for monitoring the total amount

deposit accounts held directly by you with a

of your assets on deposit with each Program

Program Bank. Interest payments to you and

Bank

(including non-Program funds and

movements of your excess cash balance will be

accounts) in order to determine the extent of

reflected on your Apex Account statement.

FDIC insurance coverage available to you on

Interest accrues daily and is paid into the deposit

those deposits, including Program deposits.

account at each Program Bank. Any interest

Apex shall not take into account any money

paid to you will be posted directly to your Apex

you have on deposit at a Program Bank

Account. Interest rates and APY on funds in the

outside of the Program.

Program will vary over time and can change

daily without notice to you. Please contact your

Any securities and funds held in your

broker for specific details on current interest

Apex Account (as opposed to funds swept to a

rates and payments.

Program Bank) are (i) not insured by the FDIC,

(ii) have no bank or government guarantees, and

(iii) may have associated risks. Securities and

contact your broker for specific details on

funds not swept to a Program Bank are held in

payments to you.

your Apex Account and are covered by the

Securities Investor Protection Corporation

VII. PROGRAM BANKS

(“SIPC”), of which Apex is a member. Your

excess cash balance is only eligible for FDIC

A list of current Program Banks in the

coverage once it is in an account at a Program

Program can be found on Apex’s website. You

Bank. However it shall be covered by SIPC

may contact your broker to specify any Program

while held by Apex and in transit to or from a

Banks into which you do not wish your excess

Program Bank. As a member of SIPC, funds are

cash balance to be swept. You may withdraw

available to meet customer claims up to a

any such exclusion of Program Banks you have

current ceiling of

$500,000, including a

made at any time by contacting your broker.

maximum of $250,000 for cash claims. For

Please note that if there are insufficient Program

additional information regarding SIPC coverage,

Banks available in the Program, taking into

including a brochure, please contact SIPC at

account any from which you have opted out,

(202) 371-8300 or visit www.sipc.org. Apex has

such that not all of your excess cash balance can

purchased an additional insurance policy

be spread among Program Banks to ensure FDIC

through a group of London Underwriters to

coverage, then some or all of your excess cash

supplement SIPC protection. This additional

balance may remain dormant in your Apex

insurance policy becomes available to customers

Account or may be deposited at a Program Bank

in the event that SIPC limits are exhausted and

but not covered by FDIC insurance. You can

provides protection for securities and cash up to

obtain additional information on each Program

certain limits. Similar to SIPC protection, this

Bank at www.fdic.gov.

additional insurance does not protect against a

loss in the market value of securities. SIPC

Occasionally, Program Banks may be

coverage does not cover fluctuations or losses in

added or removed from the Program Bank list

the market value of your investments.

available on Apex’s website. In such instances

no additional notice will be sent to you. If a

VI.

RELATIONSHIP

Program Bank is removed from the Program, it

will no longer be able to receive sweeps of your

Apex receives payment from each

excess cash balance. If any of your excess cash

Program Bank in connection with its

balance is at a Program Bank that is removed

participation in and operation of the Program.

from the Program, Apex will transfer those

Apex’s payment from the Program Banks is paid

funds into another Program Bank still in the

as interest. This payment is typically based on

Program or into your Apex Account, at Apex’s

the average aggregate amount of funds at each

discretion.

Program Bank and the current interest rate

environment. The payment to Apex by one

By electing to participate in the

Program Bank may differ from payment of

Program, whether when opening your Apex

another Program Bank, even if the deposit

Account or by instruction to your broker, you

amounts are identical. Apex may pay to its

attest that you have received and read this

authorized agent or third-party an amount for

Program Statement. You consent to all the

facilitating the operations of the Program, which

provisions herein and for Apex to change the

may be a portion of the payment made to Apex

amounts and Program Banks into which your

by the Program Banks. Apex may pay to your

excess cash balance is swept at any time in

broker a portion of the payment it receives from

Apex’s discretion. Further, you agree that

the Program Banks. Apex’s payment amount to

nothing herein shall obligate Apex in any way

your broker may be different than the payment

to sweep any portion of your excess cash

amount made to another broker. Your broker

balance to any Program Bank at any time.

shall determine the amount of any payments

You agree to hold harmless Apex for any

made to you without Apex’s knowledge. Please

results that may occur from participation in

the Program, including specifically your

receiving smaller payment than you could in

TO THE MAXIMUM EXTENT

a different type of account or had your excess

PERMITTED BY LAW, IN NO EVENT

cash balance been swept into a different

SHALL APEX, THE PROGRAM BANKS, OR

Program Bank. You direct Apex to return all

THEIR AGENTS, AFFILIATES, ASSIGNS,

your swept funds to your Apex Account and

SUBSIDIARIES, OFFICERS, DIRECTORS,

to terminate your participation in the

OR EMPLOYEES BE LIABLE FOR ANY

Program in the event (i) you instruct your

INDIRECT,

CONSEQUENTIAL,

broker to remove you from the Program or

EXEMPLARY, SPECIAL, INCIDENTAL, OR

(ii) you utilize the services of an investment

PUNITIVE DAMAGES OF ANY NATURE

advisor who instructs Apex to remove you

NO MATTER THE CONTEXT IN WHICH IT

from or not include you in the Program. You

IS ASSERTED AND INCLUDING WITHOUT

agree Apex may share personal information

LIMITATION LOSS OF PROFITS,

about you, including name, social security

GOODWILL, BUSINESS INTERRUPTION

number, tax identification number, address,

OR ANY PENALTIES OR PUNITIVE

date of birth, or others with certain entities or

DAMAGES.

individuals that provide services to Apex in

connection with the program, including, but

Any failure by Apex, its agent, your

not limited to, any Apex agent, your

broker, or any Program Bank shall not constitute

investment advisor, and your broker. For

a violation or subject them to any liability if

further information regarding the collection,

caused in any way by your negligence or willful

processing, or use of your personal

act, force majeure, suspension of payment by

information, please see Apex’s Privacy Policy

another institution, market irregularity or loss of

provided to you with your account opening

market access, war, act of terrorism, or any other

documents and available on Apex’s website.

circumstances beyond the control of them.

VIII. TAXATION

COMPLIANCE WITH LEGAL

PROCESS

If you are paid interest in the Program in

a given year, you will receive a Form 1099, if

Apex, its agent(s), and the Program

applicable, reflecting the interest you have

Banks may comply, without notice to you, with

earned in that year. Nothing in these Terms and

any writ of attachment, execution, garnishment,

Conditions should be construed as to constitute

levy, restraining order, subpoena, warrant,

legal or tax advice. Please contact your own

regulator or government request, or other legal

legal or tax advisor.

process that the recipient believes to be valid.

You agree to indemnify and hold harmless

Apex may be required to withhold

Apex, its agent(s) and the Program Banks from

United States federal income tax at the

all actions, claims, liabilities, losses, costs,

prevailing rate on taxable distributions payable

attorney’s fees, and damages that may be

to certain depositors who fail to provide

associated with their compliance with any legal

sufficient and correct taxpayer identification

process in accordance with this section and you

information or to make required certifications or

agree they may comply with any legal process

who have been notified by the Internal Revenue

received, even if such is not served properly on

Service that they are subject to backup

the recipient in accordance with all applicable

withholding. Please consult your tax advisor for

legal requirements, so long as compliance is not

further information or visit www.irs.gov.

done in bad faith.

IX.

LIMITATION OF LIABILITY

XI.

NO WARRANTIES

B. Acceptance of Terms and

EXCEPT AS SPECIFICALLY SET

Conditions. By continuing to maintain your

FORTH IN THESE TERMS AND

Apex Account and participate in the Program,

CONDITIONS, NO REPRESENTATIONS OR

you accept the terms and conditions herein and

WARRANTIES

(ORAL OR WRITTEN,

you accept and will be legally bound by any new

STATUTORY, EXPRESS, IMPLIED, OR

terms and conditions.

OTHERWISE) ARE MADE TO YOU

REGARDING THE PROGRAM, INCLUDING,

C. Obligation to Review Statements.

WITHOUT LIMITATION, AS TO

In accordance with your account opening

MERCHANTABILITY, FITNESS FOR ANY

documents with Apex, you must carefully

PURPOSE, CONFORMITY TO ANY

examine your Apex Account statement once you

DESCRIPTION OR REPRESENTATION,

receive it. If you feel that there is an error, you

NON-INTERFERENCE,

NON-

must notify Apex promptly. Failure to comply

INFRINGEMENT.

NONE OF YOUR

with this notification requirement may bar you

BROKER, INVESTMENT ADVISOR,

from claiming any error involving your Program

REGISTERED REPRESENTATIVE, OR

Bank accounts. Please see your Apex Account

OTHER PERSON OR ENTITY IS

opening documents for specific details and

AUTHORIZED TO MAKE, OR MAY THEY

timelines.

MAKE, ANY REPRESENTATIONS OR

UNDERTAKINGS ON BEHALF OF APEX

D. Escheatment.

certain

OR THE PROGRAM BANKS OR THEIR

circumstances, Apex and the Program Banks

RESPECTIVE AFFILIATES OR AGENTS

may be required by law to escheat a portion or

WITH RESPECT TO THE PROGRAM.

all of your excess cash balance and Apex

Account to a state due to account inactivity for

XII. NO GUARANTEE OF PROGRAM

certain time periods, in accordance with state

BANKS

law. If funds are escheated to a state, you must

file a claim with that state to reclaim the funds.

Your participation in the program is a

direct obligation of the applicable Program

E. Assignment. You may not assign

Bank(s) to you. Apex is under no such

these terms and conditions or your participation

obligation and Apex does not guarantee the

in the Program, except through an assignment of

financial condition of any Program Bank. Under

your entire Apex Account. Apex may assign its

federal banking regulations, a Program Bank

rights and obligations under the Program and

may exercise its right to require prior notice of

these terms and conditions without prior notice

up to seven days before permitting your excess

to you and without obtaining your consent.

cash balance to be swept out. In the event of a

failure of a Program Bank, there may be a time

F. Set Off. Under the terms of your

period during which you may not be able to

account agreements with Apex, Apex may

access your money. Interest in a Program Bank

charge or set off assets from your Apex Account

account is not transferrable.

against any obligations or debt you owe to Apex.

This right extends to any excess cash balances

XIII. ADDITIONAL DISCLOSURES

that are swept to a Program Bank and swept

funds shall have no additional protection solely

A. Corporate Status. Apex is a

because they are with a Program Bank.

registered broker-dealer and is a member of the

Financial Industry Regulatory Authority. Apex

G. No Waiver. There shall be no

is not a bank or an investment advisor. Apex and

waiver by Apex of any of these terms and

the Program Banks do not provide advice

conditions unless such waiver is in writing and

regarding whether the Program is beneficial or

signed by Apex. No failure or delay by Apex,

right for you or your Apex Account.

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

L. Headings and Construction. The

preclude further or full exercise of any right,

headings herein are included only for

power, or privilege.

convenience and shall not be considered in the

construction or interpretation of these terms and

H. Severability. If any term, provision,

conditions. Any singular items herein shall be

covenant or restriction of these terms and

deemed to include the plural and vice versa.

conditions is held to be invalid, void, or

Any use of the term “include” or any derivative

unenforceable, the remainder shall remain in full

or synonym of it shall be deemed to be followed

force and effect and shall in no way, to the

by the words “without limitation”. References

maximum extent allowed by law, be affected,

to any agreement or document provided to you

impaired, or invalidated.

shall include that agreement or document as

amended, modified, supplemented, or replaced

Entire Agreement. These terms

from time to time. In any construction of these

and conditions, any additional documents

terms and conditions, it shall not be construed

provided to you by Apex, its agent, or any

against a party on the basis of that party

Program Bank concerning the Program, and

potentially being the drafter of the terms and

your account opening agreements with Apex

conditions.

constitute the entire agreement with you

regarding the Program and supersede all prior

THESE TERMS AND CONDITIONS ARE

agreements, both oral and written, with respect

SUBJECT TO THE PREDISPUTE

to the subject matter herein. These terms and

ARBITRATION CLAUSE CONTAINED IN

conditions are to be read in conjunction with,

YOUR

CUSTOMER

ACCOUNT

and not independently of, your Customer

AGREEMENT GOVERNING YOUR APEX

Account Agreement with Apex.

For all

ACCOUNT. PLEASE REVIEW THE

purposes, you participation in the program is

PREDISPUTE ARBITRATION CLAUSE IN

through your Apex Account and is subject to all

YOUR

CUSTOMER

ACCOUNT

terms of your Customer Account Agreement

AGREEMENT CAREFULLY.

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.