Bank Deposit Sweep Disclosure

I.          Introduction

The TD Wealth Bank Deposit Sweep Product (the “Product”) is offered to you by TD Private Client Wealth LLC (“TDPCW”) under the TD Wealth Sweep Program, as a sweep option and is intended for the deposit of available cash balances in your TDPCW account (“Account”) into bank deposit accounts. By selecting the Product as your automatic cash investment option, you agree to these Terms and Conditions and to appoint Pershing LLC (“Pershing”) as your authorized agent to establish and maintain bank deposit accounts at TD Bank USA, N.A. and TD Bank N.A. (“Program Banks”) and to effect deposits to and withdrawals from such Program Banks pursuant to these Terms and Conditions. Pershing has appointed Reich & Tang Deposit Solutions, LLC (“R&T”) to provide certain services with respect to the operation of the Product. There is no minimum amount required as an initial deposit or for subsequent deposits.  Subject to certain exceptions, the maximum amount of Federal Deposit Insurance Corporation (“FDIC”) deposit insurance coverage available under the Product for your bank deposits currently is $500,000 for each category of legal ownership as more fully explained below.

These Terms and Conditions for the Product are supplemental to those contained in your existing account agreements you were furnished in connection with opening your accounts with Pershing through TDPCW.

YOU UNDERSTAND THAT TO ENROLL IN THE PRODUCT, YOU HAVE EITHER (1) RECENTLY INSTRUCTED TDPCW TO DIRECT YOUR CASH PENDING INVESTMENT TO THIS INSURED BANK DEPOSIT SWEEP OPTION, OR (2) GIVEN YOUR INVESTMENT ADVISOR AT TDPCW OR ANOTHER INVESTMENT PROFESSIONAL DISCRETION TO MAKE INVESTMENT DECISIONS FOR YOUR ACCOUNT.

YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED AND CAREFULLY READ THESE TERMS AND CONDITIONS IN CONNECTION WITH CHOOSING TO ENROLL IN THE PRODUCT. IF YOU HAVE ANY QUESTIONS ABOUT ANY OF THE PROVISIONS OF THESE TERMS AND CONDITIONS, PLEASE CALL YOUR INVESTMENT ADVISOR AT TDPCW.

II.         Summary of Terms and Conditions

This Section II of the Terms and Conditions is a summary of certain features of the Product. It is prepared for your convenience, and must be read in conjunction with the more detailed disclosures below.

A Summary of the Product: TDPCW and Pershing operate the Product which, if you choose to participate, automatically deposits, or sweeps, your excess cash balances in your Account carried at Pershing to deposit accounts at TD Bank USA, N.A. and TD Bank N.A. (“Program Banks”).  TD Bank USA, N.A. and TD Bank N.A. are affiliates of TDPCW.  In the future, TDPCW may designate additional Program Banks.  Cash held at Program Banks will be swept to cover purchases of securities and other debits in your Account carried at Pershing. You receive interest on your balances held on deposit at the Program Banks.

FDIC Insurance: Your funds are routed through our intermediary bank and deposited into interest-bearing FDIC-insured omnibus deposit accounts at the Program Banks which hold your and our other customers’ funds, and in which you will hold a beneficial interest.  Your deposits, plus interest earned thereon, (“Deposits”) are held in those Program Bank account(s) in a manner designed to currently provide you with FDIC insurance at each Program Bank. Pershing, as your agent, allocates your Deposits among the Program Bank accounts to seek to maximize FDIC deposit insurance coverage available under the Product, which protects your Deposits in the event of a bank failure, up to allowable limits.  FDIC deposit insurance coverage is normally available for your Deposits up to the FDIC standard maximum deposit insurance amount (“SMDIA”), which is currently $250,000 per legal category of account ownership at each participating Program Bank when aggregated with all other deposits held by you in the same Program Bank and in the same legal category of account ownership.  Thus, the maximum amount of Deposits eligible for FDIC insurance coverage would not exceed the SMDIA per legal category of account ownership multiplied by the number of participating Program Banks that you have not excluded from receiving your deposits under the Product, less any funds that you may hold in a Program Bank outside of the Product in the same legal category of account ownership.  For example, based on the SMDIA of $250,000 per legal category of account ownership per Program Bank and an assumption that there are two (2) Program Banks eligible to receive your deposits through the Product, and provided that you do not have any funds on deposit at a Program Bank outside of the Product, the maximum amount of FDIC insurance on your Deposits would be $500,000 per legal category of account ownership.  TDPCW will notify you if additional banks become Program Banks or if there is a change in the SMDIA.

Pershing has established standing instructions with each Program Bank to help ensure that Pershing maintains control over your funds at each Program Bank at all times. Pershing uses the services of R&T to perform allocations among the Program Banks to seek to maximize FDIC insurance coverage of your money under the Product.  However, any money that you hold at a Program Bank outside the Product may impact the insurance coverage available as neither Pershing nor TDPCW monitors or takes any responsibility for money you may have at a Program Bank outside the Product.  You are solely responsible for monitoring this.  As such, you should regularly review the then current list of Program Banks carefully.  The Program Banks holding your money will be listed on your Account statements.  Except for TD Bank, N.A. and TD Bank USA, N.A., you have the right to instruct TDPCW that your Deposits not be allocated to a particular Program Bank. 

Securities Investor Protection Corporation (“SIPC”): SIPC insures certain customer assets held at broker-dealers, such as Pershing, in the event of the failure of the broker-dealer. Although SIPC covers securities in client accounts up to $500,000 

(including a maximum of $250,000 for uninvested cash held in the account), the deposits made through the Product are not insured by SIPC.  Note that SIPC does not insure against the loss of value of any investment or product. For more information about SIPC see www.sipc.org.

Access to Funds: You will access your funds in the Product only through your Account, by contacting your Investment Advisor at TDPCW. In the unlikely event of TDPCW’s insolvency, you may seek to access your funds in the Product by contacting Pershing at 1-201-413-3333. In the event of the failure of Pershing, you may seek to access your funds in the Product by contacting R&T at 1-800-433-1918 or the Program Bank. Your Pershing Account statements will list the names of the Program Banks holding your money and your month-end balance. 

Determination of Interest Rates: Interest rates may fluctuate. Program Bank interest rates, as well as money market rates, will be available from your Investment Advisor. 

Conflicts of Interest: TDPCW and Pershing may earn fees based on the amount of money in the Product, including your money. TDPCW may earn a higher fee if you participate in the Product than if you invest in other money market products, such as money market mutual funds.  TD Bank USA, N.A. and TD Bank N.A. are affiliated with TDPCW and will also realize an economic benefit from your balances in the Product.

Risks of the Product: You may receive a lower rate of return on money deposited through the Product than on other types of investments, including money market mutual funds. Program Banks are permitted to impose a seven-day delay on any withdrawal request. 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. If you have money at a Program Bank outside the Product, this may negatively impact the availability of FDIC insurance for the total amount of your funds held within and outside the Product. If you have on deposit through the Product funds in an amount of money that exceeds the number of Program Banks multiplied by the SMDIA, the balance in excess of that amount will not be insured by the FDIC.  If you exclude a Program Bank, the amount of deposit insurance available to you under the Product (currently $500,000) may decrease.

III.        Detailed Terms and Conditions

A.         Account Eligibility

This Product is available to the following types of accounts: individual, joint, IRAs, certain business entities including corporations, and certain fiduciary and trust accounts provided the beneficiaries are individuals or otherwise eligible to maintain a bank deposit.  In order to obtain FDIC insurance in the Product, you must provide proper and correct tax identification information to TDPCW.

B.         Differences Between TD Wealth Bank Deposit Sweep Product and Money Market Funds

The money market mutual funds made available by TDPCW as sweep options are registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940 and shares are sold through registered offerings under the Securities Act of 1933. The TD Wealth Bank Deposit Sweep Product made available through Pershing is not a registered fund, but is a Product under which funds in your Account are swept to, and held in, deposit accounts at Program Banks that are regulated by bank regulatory agencies under various federal and/or state banking laws and regulations.

Deposits are obligations of the Program Banks in which the Deposits are held and qualify for FDIC insurance protection per depositor in each recognized legal category of account ownership in accordance with the rules of the FDIC. An investment in a money market mutual fund is not insured or guaranteed by the FDIC.

A Program Bank account under the Product is not covered by SIPC. SIPC is a non-profit member corporation funded primarily by member securities brokerage firms registered with the SEC. SIPC provides protection against risks to clients of member brokerage firms, like Pershing, in the event of the failure of that member firm. SIPC covers securities in client accounts up to $500,000 (including a maximum of $250,000 for uninvested cash held in the account).  However, SIPC does not insure against the failure of the issuer of securities and does not guarantee bank deposits.  For more information about SIPC see www.sipc.org.

Your Deposits earn interest at the Program Banks in which the Deposits are held, and a money market fund investment earns dividends on fund shares held in your account. The interest earned on your Deposits may fluctuate and may be greater or less than the then current yield on a money market mutual fund investment.

While a registered investment company, such as a money market mutual fund, is bound by fiduciary obligations to its shareholders to seek the highest rates prudently available (less fees and expenses), Pershing, R&T, and the Program Banks are under no such obligation. 

C.         Role of Pershing, TDPCW and R&T

When you enroll in the Product, you appoint Pershing to act as your agent to establish and maintain bank deposit accounts at Program Banks and to effect deposits of your money to and withdrawals of your money from the Program Bank accounts, and you authorize Pershing to appoint R&T as its agent for these purposes.

TDPCW has approved the Program Banks which maintain the account(s) used for the deposit or withdrawal of your money. TDPCW and Pershing have entered into an agreement whereby Pershing acts as a carrying broker for TDPCW and its customers.

Pershing retains R&T to determine into which Program Bank(s) your money will be deposited to seek to maximize the amount of FDIC insurance available to you under the Product and to perform certain other administrative tasks related to the Product.

D.         Information about Pershing, R&T and the Program Banks

Pershing, a wholly owned indirect subsidiary of The Bank of New York Company Mellon Corporation, is a registered broker-dealer in securities and is a member organization of the New York Stock Exchange (NYSE) and the Financial Industry Regulatory Authority (“FINRA”). 

R&T is not, itself, a bank, broker-dealer, or investment adviser and does not hold any of your Deposits. 

TD Bank USA, N.A. and TD Bank N.A. are affiliated with TDPCW.  They are not affiliates of Pershing or R&T. If TDPCW designates additional Program Banks, such banks may be affiliated with Pershing or TDPCW.  If the Product includes both affiliated and non-affiliated Program Banks, then it is possible that Program Banks affiliated with Pershing or TDPCW may be given sequence priority to receive deposits or may operate under terms that are not available to unaffiliated Program Banks.  For a current list of Program Banks and other related disclosures please contact your Investment Advisor at TDPCW.

E.         Deposits

By enrolling in the Product, you consent to have excess cash balances pending investment in your Account automatically deposited into accounts at Program Banks. Except as otherwise provided herein, each business day, Pershing or its agent bank, utilizing the services of R&T, will deposit the excess cash balances in your Account to one or more omnibus deposit accounts maintained at the Program Banks held in the name of “Pershing LLC as Agent for the Exclusive Benefit of its Customers, Acting For Themselves and/or Acting in a Fiduciary Capacity For Others” or a similar title.  Your ownership of Deposits will be evidenced by an entry on records maintained by or on behalf of Pershing for each of the Program Banks at which your funds are on deposit. You will not be issued any other evidence of ownership of a Program Bank account, such as a passbook or certificate. However, your Account statement will reflect all deposits, withdrawals, Program Bank deposit balance(s) and interest rate.

Funds intended for deposit into the Product must be placed through your Account and cannot be placed directly by you with any of the Program Banks. Only balances transferred by Pershing, or R&T on behalf of Pershing, will be eligible for inclusion in a Program Bank account. Except as otherwise provided herein, excess cash balances in your Account on each business day will be transferred to Program Bank accounts on the next business day.

There is no minimum deposit amount to participate in the Product and no minimum balance to maintain your participation in the Product.  There also is no minimum period that your money must remain on deposit in the Product and no limitations on the number or dollar amount of withdrawals from, or deposits to, the Product accounts.  There is no penalty or fees for withdrawal of your entire balance, or any part thereof, at any time.

F.         Withdrawals

By enrolling in the Product, you consent to have your money on deposit at the Program Bank(s) automatically withdrawn from the Program Bank accounts in the event of a debit in your Account carried at Pershing or, on settlement date, to pay for securities purchased for or sold to your Account carried at Pershing. Each business day as needed, Pershing or its agent bank, utilizing the services of R&T, will withdraw your cash from the omnibus deposit accounts maintained at the Program Banks held in the name of “Pershing LLC as Agent for the Exclusive Benefit of its Customers, Acting For Themselves and/or Acting in a Fiduciary Capacity For Others.”

You may make withdrawals from the Product, in any amount, not to exceed your total balance in the Product, through your Account. Withdrawals from the Product cannot be made directly by you from any of the Program Banks. Checks, ACH payments, debit cards, ATM withdrawals, direct deposits, credits and other transactions are processed through your Account rather than through the Product accounts. In the event of the failure of Pershing, you may seek to access your funds by contacting R&T at 1-800-433-1918 or the Program Banks. The Program Banks reserve the right to require you to present any information, identification, certification or any other documentation reasonably deemed necessary by the Program Banks to establish your entitlement to funds prior to disbursing any funds to you.

G.         FDIC Deposit Insurance: Operation and Limitations

Your Deposits are deposited into deposit accounts at the Program Banks in a manner currently designed to provide you with up to $500,000 of FDIC insurance, subject to certain exceptions described herein.  Your coverage under the Product will be limited to the extent that you hold deposits directly, or through other intermediaries, in the same recognized legal category of ownership at the same Program Banks as you hold deposits through the Product.   The FDIC protects you against the loss of your insured Deposits in the event a Program Bank fails.  FDIC deposit insurance is backed by the full faith and credit of the United States.  Specifically, FDIC deposit insurance coverage shall be available for your Deposits up to the SMDIA, which is currently $250,000 per legal category of account ownership at each participating Program Bank when aggregated with all other deposits held by you in the same Program Bank and in the same legal category of account ownership. 

In general, the FDIC-recognized categories of account ownership include single ownership accounts - accounts held by an agent, escrow agent, nominee, guardian, custodian, or conservator, annuity contract accounts and accounts of a corporation, partnership, or unincorporated association; certain joint ownership accounts; certain revocable trust accounts, including accounts held by a depository institution as the trustee of an irrevocable trust and certain irrevocable trust accounts; and certain retirement and other employee benefit plan accounts. 

The FDIC’s regulations impose special requirements for obtaining pass-through FDIC insurance coverage for multiple levels of fiduciary relationships.  In these situations, in order for FDIC insurance coverage to pass through to the true beneficial owners of the funds, it is necessary (i) to expressly indicate, on the records of the insured depository institution that there are multiple levels of fiduciary relationships, (ii) to disclose the existence of additional levels of fiduciary relationships in records, maintained in good faith and in the regular course of business, by parties at subsequent levels, and (iii) to disclose, at each of the level(s), the name(s) and the interest(s) of the person(s) on whose behalf the party at the level is acting.  No person or entity in the chain of parties will be permitted to claim that they are acting in a fiduciary capacity for others unless the possible existence of such a relationship is revealed at some previous level in the chain.  If your Deposits are beneficially owned through multiple levels of fiduciary relationship, you must take steps to comply with these special requirements.  Product balances held in an Account with a trust registration are allocated at the account level and not at the trustee level; therefore only balances in excess of the SMDIA would potentially be eligible for FDIC insurance coverage at the trustee level.  Pershing cannot guarantee that FDIC coverage will be applied at the trustee level, as it is dependent upon the information available on the registration and what the FDIC would require from Pershing. 

Until your funds are actually received in investible form and processed by the Program Banks, your funds may not be FDIC-insured.  For example, after your excess funds are swept out of your account carried at Pershing, your funds may be held at Pershing’s intermediary bank intraday, overnight or over the weekend to the next bank business day or longer, before being actually received in investible form by the Program Banks.  During any such period before investable funds are received by the Program Banks, any amount held by the intermediary bank in excess of the SMDIA for a FDIC-recognized category of account ownership will not be covered by FDIC insurance.  However, the Product is designed such that it endeavors to have funds deposited at the Program Banks on the same business day that they are transferred.

Your Product Funds are allocated among Program Banks to seek to maximize the potential FDIC deposit insurance coverage up to the Product limit.  TDPCW may instruct Pershing to limit the total deposit for you at any Program Bank to an amount less than the maximum permitted amount of $250,000, typically to provide a cushion for interest earned on the Deposit to be covered by FDIC deposit insurance. In the aggregate, the maximum amount of Deposits eligible for FDIC deposit insurance coverage shall not exceed the SMDIA per legal category of account ownership multiplied by the number of participating Program Banks in the Product that you have not excluded from receiving your deposits, less any funds that you may hold on deposit in the Program Banks outside of the Product in the same legal category of account ownership but not in excess of the Product limit. 

TDPCW and Pershing will use all commercially reasonable efforts to ensure that no more than $250,000 of your swept funds will be deposited in any single Program Bank.  If you have any money on deposit in a Program Bank outside of the Product, that money will not be taken into account by TDPCW or Pershing in determining whether to allocate your money in the Product to a particular Program Bank.  Because TDPCW and Pershing would not be aware of deposits made by you outside of this Product, you are solely responsible for monitoring the total amount of all deposits you have at each Program Bank for purposes of calculating your FDIC coverage and advising TDPCW if you have funds on deposit at a Program Bank that could affect your FDIC coverage.

If for any reason the amount deposited in any Program Bank account exceeds the applicable SMDIA, the excess funds would not be insured by the FDIC. None of TDPCW, Pershing or R&T shall have any liability for any insured or uninsured portion of your deposits in any of the Program Banks.

In the event that FDIC deposit insurance payments become necessary, payments of principal plus unpaid and accrued interest up to the SMDIA per legal category of account ownership multiplied by the number of Program Banks shall be made Furthermore, you may be required to provide certain documentation to the FDIC before insurance payments are made.

For questions about FDIC insurance coverage, you may call the FDIC at 877-275-3342 or visit the FDIC’s web site at www.fdic.gov.

H.         Ability to Exclude Program Banks

You may exclude any Program Bank other than TD Bank, N.A. and TD Bank USA, N.A. from holding your Deposits by notifying your Investment Advisor at TDPCW.  There will be a delay between the time you make your request and the time that such Program Bank is excluded.  If you exclude any Program Banks, the maximum level of FDIC insurance available under the Product may decrease.  Contact your Investment Advisor at the time you exclude the Program Bank to confirm the new maximum amount of FDIC insurance available to you under the Product.

I.          Your Responsibility to Monitor Your Automatic Cash Investment Options

You are responsible for monitoring this automatic sweep option for your account.  As returns on the Deposits, your personal financial circumstances and other factors change, it may be in your financial interest to change your automatic cash sweep investment option or invest cash from your Account in other investment vehicles. You can determine what automatic cash investment options and other investments are available and the current rates and returns thereon at any time by contacting you Investment Advisor. You should contact your Investment Advisor promptly if you think any changes in your participation in the Product might be beneficial to you.

J.         Program Banks 

TD Bank USA, N.A. and TD Bank, N.A. are the current Program Banks.  TDPCW may designate additional Program Banks in the future.  You may obtain a current list of Program Banks at any time by contacting your Investment Advisor at TDPCW.  Your monthly Account statements also list the Program Banks that hold your Deposits and the amount in each of those Program Banks.  The Program Banks that hold your Deposits may change at any time during a statement period.  Accordingly, if you want to know the Program Bank at which your Deposits are located at any particular time, contact your Investment Advisor. 

Each Program Bank is a separate FDIC-insured depository institution.  You can obtain publicly available financial information for all Program Banks at the FDIC’s website at www.fdic.gov; or by contacting the FDIC’s Division of Information and Research by writing to Federal Deposit Insurance Corporation, Division of Information and Research, 550 17th Street, N.W., Washington, D.C. 20429-9990; or by calling the FDIC’s Division of Information and Research at 877-275-3342.   Neither TDPCW, Pershing nor R&T guarantee the financial condition of any Program Bank, or the accuracy of any publicly available information concerning a Program Bank.  You expressly consent to TDPCW, Pershing, R&T and their service providers providing your customer account information to Program Banks for purposes of your involvement in the Product, as required by applicable law or FDIC regulations.

TDPCW may add additional Program Banks or delete Program Banks and determine and change the order of Program Banks to which your Deposits will be allocated without prior notice to you. Cash balances will be automatically deposited in any one of the Program Banks, in any order, that is appropriate and consistent with the objectives of the Product, subject to your instructions to exclude a Program Bank. Pershing may transfer balances between Program Banks in such manner as it determines to be appropriate and consistent with the objectives of the Product.

Pershing also utilizes one or more intermediary banks to route funds in the Product. 

The Program Bank accounts established by Pershing on behalf of its customers, as customers’ agent to establish and maintain bank deposit accounts and to effect deposits to and withdrawals from Program Banks, constitute a direct obligation of the Program Bank(s) and are not directly or indirectly an obligation of TDPCW, Pershing or R&T. In the event a Program Bank rejects additional deposits, withdraws entirely, or is terminated from participation, then you hereby authorize and direct Pershing, as your agent, to move, or direct R&T to move, your Deposits to another FDIC-insured Program Bank.

Under federal regulations, Program Banks may reserve the right to require seven (7) days’ notice before permitting a transfer of funds out of a money market deposit account. While the Program Banks have not indicated their intention to implement such a policy, a Program Bank may, at any time, choose to do so.

K.         Interest, Compensation and Fees

Interest

The amount of paid interest and the annual percentage yield earned (“APYE”) applicable to your Deposits will be stated on your Account statement.  Contact your Investment Advisor at TDPCW to obtain the current interest rate and APY being paid on your Deposits, the names of the Program Banks, your account balances at each of the Program Banks as of the most recent business day, and other account information.

The interest rate paid to you is determined pursuant to agreements with the Program Banks and is subject to change at any time.  The interest rate on the Deposit Accounts is determined by the amount that Banks are willing to pay on the Deposit Accounts less any fees that may be paid to TDPCW, Pershing and R&T as set forth below under “Compensation and Fees”.  The interest rate may fluctuate daily. 

The interest rates on the Deposit Accounts will vary based upon the total value of the assets and cash you maintain in your Account, including amounts on deposit in your Deposit Accounts, and other account attributes. Pershing will link your Account to additional Accounts you hold at Pershing through TDPCW registered to the same tax identification number to determine your Interest Rate Tier. The aggregate assets of all “linked” accounts is referred to as your “Linked Balance.” In general, clients with greater Linked Balances will receive a higher interest rate than clients with lower Linked Balances. Pershing will determine your Linked Balance as of the interest posting date each month and add it to the Linked Balance as of the interest posting date for the prior month. This sum is then divided by two to determine your average Linked Balance for the period. This average Linked Balance will determine your eligibility for a particular Interest Rate Tier for the forthcoming interest period. For the time period between your initial deposit into the Product and the next interest posting date, your account will be enrolled in the highest interest rate tier for the Product.

You may contact your Investment Advisor to determine the current interest rate on the Deposit Accounts for each Interest Rate Tier and for money market mutual funds or other cash equivalent investments available to you. Interest rates may change daily and will be available on the business day the rates are set.  Interest will accrue on Deposit Account balances from the day funds are deposited into the Deposit Accounts at a bank through the business day preceding the date of withdrawal from the Deposit Accounts at the bank. Interest will be accrued daily and credited monthly.

The Program Banks are not obligated to pay different interest rates on different tiers, and the Interest Rate Tiers may be changed at any time without notice.

Interest will be accrued daily and posted monthly to the Program Bank account.  Interest will accrue on deposits from the day they are received in investible form by the Program Bank through the day preceding the date of withdrawal from the Program Bank. The “daily balance method” is used to calculate interest. This method applies a daily periodic interest rate to the principal in the account for the period.  The daily rate is 1/365 (or 1/366 in a leap year) of the applicable annual rate. The interest rate you earn on your Deposits may be higher or lower than the rates available to depositors making non-Product deposits with Program Banks directly, through other types of accounts at Pershing, or with other depository institutions in comparable accounts.  Any fees imposed under the Product could reduce earnings on your Deposits.  You should compare the terms, rates of return, required minimum amounts, charges and other features of the Product with other investment alternatives.

Compensation and Fees

Each Program Bank may profit from the difference between the interest it pays on Deposit Accounts and the income it earns on loans, investments, and other business operations.

Each Program Bank may pay Pershing fees for its services related to your Deposits equal to a percentage of the average daily deposit balance in the Deposit Accounts at the Program Bank.  Pershing may share such fees with R&T.  The amount of any fees that Pershing may receive could directly affect the interest rate paid by the Program Bank on your Deposit Account.  The fees paid to Pershing by each Program Bank may vary.

Pershing will receive fees from TDPCW for its services related to the Product. TDPCW will receive fees from each Program Bank for its services related to the Product.

L.         Account Statements

All activity with respect to your participation in the TD Wealth Bank Deposit Sweep Product, including interest earned for the period covered, will appear on your periodic Account statement, including the total of your opening and closing Deposit balances. You will not receive a separate statement from the Program Banks. Your periodic Account statement will be mailed monthly. You should retain all account statements.

You must notify your Investment Advisor within 30 days of any discrepancies you note on your Account statement.  See also Section P below.

M.        Tax Reporting

The interest that you receive from your Deposits is generally fully subject to federal, state and, where applicable, local tax. An I.R.S. Form 1099 will be sent to you by Pershing for each year, showing the amount of interest income you have earned from your Deposits. You will not receive a Form 1099 if you are not a citizen or resident of the United States or Canada.

N.         Notice of Unauthorized Activity 

Please refer to the Regulation E/ Electronic Funds Transfer section of the Disclosure Statement delivered to you by Pershing upon opening of your account or found by selecting Business Continuity and Other Disclosures on www.pershing.com.

Q.         Other Terms

Limits on Certain Deposit Accounts: Federal banking regulations impose certain limitations on transfers from money market deposit accounts.  The Product seeks to rely on certain exemptions and interpretive relief granted by the Federal Reserve Board in connection with these limitations.  However, Pershing may impose limitations on transfers without prior notice.  Limits on transfers will not limit the interest rate you earn or the amount of FDIC insurance coverage for which you are eligible.

Inactive Accounts: Pershing and the Program Banks may be required by law to turn over (escheat) any portion of your  Deposits to a state, typically your state of residence, based on Account inactivity for a certain time period established by applicable state law. If funds are remitted to the state, you may file a claim with the state to recover the funds.

Assignment by Customer: Neither these Terms and Conditions nor your participation in the Product may be assigned or transferred by you to any other person or entity, except for (i) a transfer by a change in ownership of the linked Pershing Account or (ii) a transfer that occurs due to death, incompetence, marriage, divorce, attachment or otherwise by operation of law, in which case, such transfer shall not be binding on Pershing, R&T, or the Program Banks unless and until sufficient, acceptable documentation has been received by such entities.

Assignment by Pershing:  Pershing may assign and transfer its rights and obligations under the Product, including, without limitation, pursuant to these Terms and Conditions, to one or more of its affiliates or subsidiaries or to any person that acquires all or substantially all of the assets of Pershing, without prior notice to you and without obtaining your consent.

Closing of Account: If you or TDPCW, for any reason, close your account at TDPCW, your participation in the Product also will be terminated and your funds will be distributed out through your Account according to the terms and conditions of your Account agreement. TDPCW or Pershing may, at its sole discretion and without any prior notice, suspend or terminate your participation in the Product. If your participation in the Product is terminated, your Product balance will be liquidated and the proceeds distributed through your Account according to the terms and conditions of your Account agreement.

Right of Set-Off: Under the terms of your Account agreement, Pershing may charge or set off any of your Deposits against indebtedness or obligations you may have to Pershing. For further information on the right of Pershing regarding such indebtedness or obligations, you should review your Account agreement. This provision does not apply where otherwise prohibited by law.

Ordinary Care: Any failure by Pershing, TDPCW or any Program Bank to act or any delay by such party beyond time limits prescribed by law or permitted by these Terms and Conditions is excused if caused by your negligence, interruption of communication facilities, suspension of payments by another financial institution, war, act of terrorism, emergency conditions or other circumstances beyond the control of such party. You agree that any act or omission made by Pershing, TDPCW or any Program Bank in reliance upon or in accordance with any provision of the Uniform Commercial Code as adopted in New York, or any rule or regulation of the State of New York, the New York Stock Exchange, Inc., Financial Industry Regulatory Authority, or a federal agency having jurisdiction over such party shall constitute ordinary care.

Personal Information: You agree that TDPCW, Pershing, the Program Banks and their respective service providers, including R&T, may share information concerning you and your Accounts in connection with your participation in the Product and these Terms and Conditions to any affiliate of such entity or otherwise in accordance with applicable laws and regulations, Pershing’s Privacy Policy and/or customary brokerage and banking practices. You agree that TDPCW, Pershing the Program Banks and their respective service providers, including R&T, may obtain such information as may be necessary for legitimate business needs in connection with the operation of the Product. For information regarding the collection, processing and use of your personal information and your rights to limit the use and disclosure of such information, you should refer to the Pershing’s Privacy Policy provided to you at the time you opened your Account.

Alternatives to the Product: By your enrollment in the Product, you agree to the terms provided herein. You understand that, at any time, you may withdraw your consent to participate in the Product. If you withdraw your consent, and you do not designate a replacement automatic cash investment option for your Account, you must notify TDPCW and your Product balance will be liquidated and the proceeds credited to your Account and any uninvested cash  will remain in your Account until you notify TDPCW of a replacement automatic cash investment option.

Days of Operation: The Product will operate on all days when both the NYSE and the Federal Reserve Bank of New York are open for business.

Tax Withholding: Pershing may be required to withhold U.S. federal income tax at the prevailing rate on all taxable distributions payable to certain depositors who fail to provide their correct taxpayer identification number or to make required certifications or who have been notified by the Internal Revenue Service that they are subject to backup withholding. Interest earned on Accounts held by entities (individuals or corporations) that are neither citizens nor residents of the United States, except for Canadian residents, is not subject to withholding tax.

Joint Account Owners.  If your Account is a joint or other multi-party account, any one of the account owners may deposit or withdraw funds from the Account.  You hereby authorize Pershing or your Investment Advisor at TDPCW to act on the verbal, written or electronic instructions of any of the account owners or authorized signers, and such entity will so honor the instructions of any such account owner. 

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL R&T, PERSHING, TDPCW OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY NATURE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL OR BUSINESS INTERRUPTION.

Tax Identification Information.  You acknowledge that the Product uses your tax identification information in order to allocate your Deposits across Program Banks under the Product.  If you do not provide, or if you do not have, a tax identification number, your funds may not be allocated across Program Banks to provide you with expanded FDIC insurance under the provisions of these Terms and Conditions. 

Aggregation of Funds in Multiple Accounts.  If you have more than one Account with the same tax identification information using the Product, the funds in all such accounts are aggregated for the purpose of calculating the FDIC insurance available under the Product.  Depending on the individual facts and the ownership rights and capacities in which funds are held, additional FDIC insurance may be available. Refer to Section G above for further information about FDIC insurance.

Complaints:  Any complaints regarding the Product should be addressed in writing to TDPCW.

Legal Process: TDPCW, Pershing, R&T and the Program Banks may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, which such party reasonably and in good faith believes to be valid. Pershing may notify you of such process by telephone, electronically or in writing. If Pershing is not fully reimbursed for its record research, photocopying and handling costs by the party that served the process, Pershing may charge such costs to your Account in addition to its minimum legal process fee. You agree to indemnify, defend and hold Pershing, TDPCW, R&T and the Program Banks harmless from all actions, claims, liabilities, losses, costs, attorney’s fees, and damages associated with their compliance with any process that such party believes reasonably and in good faith to be valid. You further agree that Pershing, TDPCW, R&T and the Program Banks may honor legal process that is served personally, by mail, or by facsimile transmission at any of their respective offices (including locations other than where the funds, records or property sought is held), even if the law requires personal delivery at the office where your Deposit records are maintained.

Power & Authority:  You represent and warrant that you have full power and authority to participate in the Product and to agree to and to perform these Terms and Conditions.  In addition, if you are not an individual, you represent and warrant that (1) you are duly organized, validly existing and in good standing under the laws of its state or jurisdiction of organization, (2) you possess all requisite authority, power, licenses, permits, registrations and franchises and have made all governmental filings to conduct business wherever it conducts business and to execute, deliver and comply with you obligations hereunder and (3) your agreement to these Terms and Conditions and performance hereunder shall not conflict with or violate your governing documents or any law, regulation, decree, demand, order or any other contract or agreement by which you are bound.

R.         General

Amendment:  TDPCW and Pershing may modify these Terms and Conditions at any time by giving such notice as required by applicable law.  You will be provided written notice at least 30 days in advance of any material change in the Product, at which time you will have the option of terminating your participation in the Product.

Waiver:  Any provision of these Terms and Conditions may be waived if, but only if, such waiver is in writing and is signed by the party against whom the waiver is to be effective.  No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 

Severability:  If any term, provision, covenant or restriction of these Terms and Conditions is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of these Terms and Conditions shall remain in full force and effect and shall in no way be affected, impaired or invalidated

Entire Agreement: These Terms and Conditions and any other documents provided to you by Pershing or TDPCW in connection with the Product constitute the entire agreement with you regarding the Product, and supersedes all prior and contemporaneous agreements and understandings, both oral and written, with respect to the subject matter hereof. EXCEPT AS EXPRESSLY 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 PRODUCT, INCLUDING, WITHOUT LIMITATION, AS TO MERCHANTABILITY, FITNESS FOR PURPOSE, CONFORMITY TO ANY DESCRIPTION OR REPRESENTATION, NON-INTERFERENCE OR NON-INFRINGEMENT.  In the event of any inconsistency between a provision of these Terms and Conditions and a provision of any such other document provided to you in connection with the Product, the provision of these Terms and Conditions shall prevail.

Binding Effect:  These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, successors, legal representatives and assigns.  Nothing in these Terms and Conditions, expressed or implied, is intended to confer on any person other than the parties hereto, TDPCW, R&T, and their respective permitted heirs, successors, legal representatives and assigns, any rights, remedies, obligations or liabilities under or by reason of these Terms and Conditions.

Governing Law:  These Terms and Conditions are to be construed in accordance with and governed by the internal laws of the State of New York and the United States of America without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction to the rights and duties of the parties.  Unless otherwise provided herein, Pershing may comply with applicable clearinghouse, Federal Reserve and correspondent bank rules in processing transactions relating to your Deposits. You agree that Pershing is not required to notify you of a change in those rules, except to the extent required by law.

Disputes:  Except to the extent otherwise provided by applicable law, any action at law or in equity arising out of or relating to these Terms and Conditions shall be filed only in the courts of the State of New York in the City of New York, or in the United States District Court for the Southern District of New York, and all parties hereto hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS.

Interpretative Provisions:  The headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  Any singular term in these Terms and Conditions shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes” or “including” are used in these Terms and Conditions, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.  References to any document provided to you or to any agreement or contract are to that document, agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof or thereof.  In any construction of the terms of these Terms and Conditions, the same shall not be construed against a party on the basis of that party being the drafter of such terms.