The PNC Investments Bank Deposit Program Disclosure Document

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1 The PNC Investments Bank Deposit Program Disclosure Document Summary Deposits By electing the PNC Investments Bank Deposit Program (the Program ), your available cash balances in eligible accounts will automatically be deposited into an interest-bearing deposit account insured by the Federal Deposit Insurance Corporation ( FDIC ) and maintained in the name of Hilliard Lyons at PNC Bank, National Association ( PNC Bank ), an affiliate of Hilliard Lyons and PNC Investments. Interest and Fees The interest rate for the Program will vary over time. You can obtain current interest rates from your PNC Investments financial consultant or at The interest rate on the bank deposit account is a variable rate and will be determined by the rate that PNC Bank is willing to pay. The interest rate on the bank deposit account may result in a lower rate of return than the rate of return for similar investments offered outside the Program, and may be lower than interest rates on money market mutual funds. Money market mutual funds seek to achieve the highest rate of return (less fees and expenses) consistent with prudence and their investment objective. Benefits to Hilliard Lyons Hilliard Lyons receives fees for services provided in connection with the Program. Your Responsibility Because PNC Investments would not be aware of deposits made by you outside of the Program, you are responsible for monitoring the total amount of all deposits you have at PNC Bank for the purpose of calculating your FDIC coverage. Relationships and Your Privacy Although Hilliard Lyons, PNC Investments and PNC Bank may share certain information about you and your accounts, information shared with PNC Bank will be handled in accordance with The PNC Financial Services Group, Inc. Privacy Policy. Differing Risks and Account Protection Money market mutual funds and the Program are subject to differing risks and account protection. Money market mutual funds invest in high-quality, short-term securities and 1

2 seek to maintain a stable net asset value but are subject to market risk and potential loss of value. Money market mutual funds are not bank accounts and are not subject to FDIC insurance protection. Money market mutual funds are covered by SIPC, which protects against the custodial risk (not a decline in the market value) if a brokerage firm fails, by replacing missing securities and cash up to a limit of $500,000, of which $100,000 may be cash. The PNC Bank deposit account is not subject to market risk and loss of value but is subject to the risk of PNC Bank s failure. Bank deposits are eligible for FDIC insurance protection, which protects against a PNC Bank failure by replacing cash up to a basic FDIC insured limit of $100,000 or other applicable FDIC insurance limits based on account type and ownership category. In calculating your insured limit, the FDIC would consider other deposits you have at PNC Bank outside of the program. Terms and Conditions The available sweep options for your PNC Investments Account(s) consist of the PNC Investments Bank Deposit Program and various taxable and tax-exempt money market mutual funds. You are participating in the FDIC-Insured PNC Investments Bank Deposit Program, to which the following terms and conditions apply. By electing the Program, your available cash balances (such as those from securities transactions, dividend and interest payments, and additional deposits) in eligible PNC Investments accounts ( PNC Investments Account(s) ) will systematically be deposited into an interest-bearing FDIC-insured deposit account maintained in the name of Hilliard Lyons as custodian at PNC Bank. You receive interest on your portion of the balance held on deposit in accordance with these Terms and Conditions. Your funds are pooled with funds from other PNC Investments customers and deposited at PNC Bank in a manner designed to provide you with FDIC insurance. If you maintain balances at PNC Bank outside of the Program, you are responsible for monitoring the total amount of the deposits that you have with PNC Bank, including Program deposits, to determine the extent of deposit insurance coverage available to you. This is discussed further in the FDIC Operations and Limitations section below. Hilliard Lyons provides certain services with respect to the operation of the Program and the placing of your funds on deposit with PNC Bank. All activity with respect to your Hilliard Lyons account will appear in your periodic account statement from PNC Investments, including the total of your portion of the opening and closing bank deposit balance. Deposits Periodically, Hilliard Lyons will systematically deposit the cash balance in your PNC Investments Account to the PNC Bank deposit account. Your interest in the bank deposit will receive FDIC coverage up to the maximum permitted by law (generally up to 2

3 $100,000 per depositor) as discussed further in the FDIC Operations and Limitations section set forth below. Your interest in the bank deposit assets will be evidenced by an entry on records maintained by Hilliard Lyons. You will not be issued any additional evidence of ownership, such as a passbook or certificate. However, your PNC Investments Account statement will reflect all deposits, withdrawals, and applicable interest rates. See the Account Statements section below for more details regarding your PNC Investments statement. Cash intended for deposit into the Program must be deposited through your PNC Investments Account and may not be placed directly by you into PNC Bank. Deposits by you with PNC Bank outside of the Program may affect the extent of FDIC coverage of your funds. Cash balances in your PNC Investments Account will be transferred to the bank deposit account before 11:00 a.m. ET each business day. Cash balances in your PNC Investments Account after 11:00 a.m. ET will be processed the following business day. Cash balances resulting from the sale of securities will be deposited into the PNC Bank deposit account on settlement date. Cash balances resulting from dividends, interest or other entries will be deposited into the PNC Bank deposit account on the next business day following the date of entry into your PNC Investments Account. Funds used to purchase securities will be transferred out of the PNC Bank deposit account to cover the cost of trades on settlement date. Check deposits will be deposited into the PNC Bank deposit account one business day following the date of the deposit entry into your PNC Investments Account. PNC Bank, National Association PNC Bank, Hilliard Lyons and PNC Investments are wholly owned subsidiaries of The PNC Financial Services Group, Inc. The bank deposit account established by Hilliard Lyons at PNC Bank constitutes a direct obligation of PNC Bank to Hilliard Lyons and is not directly or indirectly an obligation of Hilliard Lyons. Under federal regulations, PNC Bank is permitted to impose a seven-day delay on any withdrawal request. While PNC Bank has not indicated its intention to implement such a policy, PNC Bank may, at any time, choose to do so. In such event, PNC Investments can delay your access to your money for a corresponding period of time. You can obtain publicly available financial information concerning PNC Bank at by contacting the FDIC Public Information Center by mail at th Street, N. W., Room 100, Washington, DC or by phone at Hilliard Lyons is not responsible for any insured or uninsured portion of any deposits at PNC Bank and does not guarantee the financial condition of PNC Bank or the accuracy of any publicly available financial information concerning PNC Bank. 3

4 Interest and Fees The variable rate of interest paid on your bank deposits will be established by PNC Bank based on the interest that PNC Bank is willing to pay on the deposit account. The fee paid to Hilliard Lyons is an obligation of PNC Bank to Hilliard Lyons in addition to the interest paid by PNC Bank on the bank deposit account. There is not necessarily a relationship between the bank deposit account rate of interest and the highest rates or any other rates available in the market, including any money market mutual fund rates. The interest rate on the bank deposit account may change over time. See for details about current interest rates for the Program. By comparison, a money market mutual fund, including money market mutual funds available through PNC Investments, generally seeks to achieve the highest rate of return (less fees and expenses) consistent with the fund s investment objective, which can be found in the fund s prospectus. The current rate of return on bank deposit accounts will vary over time, and there is no guarantee that the return on the bank deposit accounts will be or remain higher than other alternatives over any given period. Clients in higher tax brackets should carefully examine the after-tax return of the Program compared to available non-fdic-insured tax-exempt money market mutual fund return. For current rates for existing money market mutual funds and the Program, call your financial consultant or visit Interest will accrue on the bank deposit balances from the business day the funds are deposited into the bank deposit account at PNC Bank through the business day preceding the date of withdrawal from such bank deposit account. Interest will be compounded and credited to the applicable accounts monthly. The daily balance method is used to calculate interest on bank deposit account balances. This method applies a daily periodic rate to the principal in the account each day. The rate you earn on your bank deposit may be higher or lower than the rates available to depositors making non-program deposits with PNC Bank directly, through other types of accounts at PNC Investments, or with other depository institutions in comparable accounts. You should compare the terms, rates of return, required minimum amounts, charges and other features of the Program with other accounts and investment alternatives. Subject to PNC Investments right to impose a seven-day delay on any withdrawal request, in the event of a similar delay by PNC Bank, there is no minimum period that your money must remain on deposit, and there is no penalty for withdrawal of your entire balance, or any part thereof, at any time. Hilliard Lyons makes a profit on deposits at PNC Bank determined by negotiated fees between PNC Bank and Hilliard Lyons. Conflicts of Interest Hilliard Lyons receives fees for services provided in connection with the Program. Hilliard Lyons may earn a higher fee if you elect to participate in the Program than if you purchase shares in a money market mutual fund. 4

5 PNC Bank may use the cash balances in the deposit account to fund certain lending and investing activities. As with other depository institutions, the profitability of PNC Bank is determined in large part by the difference between the interest paid and other costs incurred on its deposit accounts, and the interest or other income earned on its loans, investments and other assets Program Risks PNC Bank is permitted to impose a seven-day delay on any withdrawal request. PNC Bank reserves the right to not accept deposits as part of this Program. In the event of a failure of PNC Bank, there may be a time period during which you may not be able to access your money. If you have money on deposit at PNC Bank outside the Program, this may negatively impact the availability of FDIC insurance for the total amount of your funds held within and outside the Program. Program deposits exceeding $100,000 might not be insured by the FDIC, depending on ownership category and other rules established by the FDIC. If you expect to have total deposits at PNC Bank, including Program balances at PNC Investments and in other deposit accounts at PNC Bank, that exceed the FDIC insurance coverage limits, you should carefully evaluate other investment alternatives that best meet your investment needs because the excess would no longer be FDIC-insured. Alternatives to the Program By participating in the Program, you agree to the terms provided herein. You understand that, at any time, you may elect out of the Program. If you elect out of the Program and you do not designate a replacement automatic cash investment option for your PNC Investments Account, the un-invested cash will be invested in the Hilliard Lyons Government Fund. Withdrawals By participating in the Program you consent to have your money on deposit at PNC Bank automatically withdrawn from the bank deposit account in the event of a debit in your PNC Investments Account or, on settlement date, to pay for securities purchased for or sold to your PNC Investments Account. Debits may also be created by writing a check on your PNC Investments Account, withdrawing funds through your debit card, or paying other liabilities to PNC Investments. Checks, ACH payments, debit cards, ATM withdrawals, direct deposits, credits and other transactions and items for your PNC Investments Account are processed through that account rather than through the PNC Bank deposit account. PNC Investments will debit and credit the bank deposit account to accommodate this processing. You may make withdrawals from the Program, in any amount, not to exceed your then-current total account balance in the Program, through your PNC Investments Account. Withdrawals from the Program may not be made directly by you from PNC Bank. PNC Investments 5

6 reserves the right to restrict or limit your ability to withdraw funds, and may limit or terminate checking or other privileges. Right of Set-Off. Under the terms of your PNC Investments Account agreement, PNC Investments may charge or offset funds in the PNC Bank deposit account against indebtedness or obligations you may have to PNC Investments. For further information on the right of PNC Investments regarding such indebtedness or obligations, you should review your PNC Investments Account agreement. This provision does not apply where otherwise prohibited by law. Account Statements Your PNC Investments Account statements, for each statement period, will reflect: Program deposits to and withdrawals from the PNC Bank deposit account Your closing Program balance in the PNC Bank deposit account Interest earned on your Program account balance You should retain all account statements. You must notify PNC Investments immediately of any discrepancies noted on your account statement, and in no event later then ten (10) days after the date of the account statement on which the problem or error first occurred. You should also notify PNC Investments if there is unauthorized activity in your account or if you have general complaints regarding the Program. You will not receive a separate statement from PNC Bank. You can also access information about your Hilliard Lyons Account online at Tax Reporting For most clients, interest earned on deposits in the bank deposit account will be taxed as interest income in the year it is received. A Form 1099-INT will be sent to you each year showing the amount of interest income you have earned on deposits in the PNC Bank deposit account. Your Relationship with PNC Investments PNC Investments is acting as your agent in establishing and maintaining the PNC Bank deposit account, including depositing your money to and withdrawing your money from PNC Bank. PNC Investments is a registered broker-dealer in securities and is a member of the National Association of Securities Dealers, Inc. 6

7 Personal Information. PNC Investments and its service providers may share information concerning you and your accounts in connection with providing the services contemplated by these Terms and Conditions, and may disclose information about the bank deposits to any affiliate of PNC Investments in accordance with applicable laws, The PNC Financial Services Group, Inc. Privacy Policy, and customary brokerage and banking practices. PNC Investments, PNC Bank and their service providers may obtain such information as may be necessary for legitimate business needs in connection with the operation of the Program. 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 PNC Financial Services Groups, Inc. Privacy Policy as presented on or ask your PNC Investments financial consultant for a copy of The PNC Financial Services Group, Inc. Privacy Policy. Differences Between Hilliard Lyons Bank Deposit Program and Money Market Mutual Funds The bank deposit account available through the Program at PNC Bank is regulated by federal bank regulatory agencies under various banking laws and regulations. The bank deposit account balance is an obligation of PNC Bank and qualifies for FDIC insurance protection per depositor in each recognized insurable capacity in accordance with the rules of the FDIC. The discussion below presents more information on FDIC Operations and Limitations, as well as on money market mutual funds and SIPC coverage. FDIC Operations and Limitations. PNC Bank is a Member FDIC. Deposits into a PNC Bank account are insured by the FDIC, an independent agency of the federal government backed by the full faith and credit of the United States. These deposits are insured up to a maximum amount of $100,000 ($250,000 for certain self-directed retirement accounts such as IRAs) per depositor. The applicable $100,000 or $250,000 limit includes your bank deposit account principal and accrued interest, when aggregated with all other deposits held by you directly, or through others, in the same recognized legal capacity at PNC Bank. The FDIC protects you against loss of your insured deposits in the event PNC Bank fails. If you separately maintain deposit accounts with PNC Bank, your funds might exceed $100,000 and any such funds in excess of $100,000 ($250,000 for IRA and certain retirement accounts) would not be insured by the FDIC. The Program account is in the name of Hilliard Lyons, as custodian. However, FDIC regulations permit pass-through insurance coverage for funds being held in a representative or custodial capacity so long as certain requirements are met. Thus, while the account holds the funds of several PNC Investments clients, each client s interest in the Program account will be afforded separate FDIC Insurance coverage, up to the maximum permitted by law, assuming certain requirements are met. PNC Investments and PNC Bank have taken all necessary steps to comply with such FDIC regulations so that individual interest will be afforded pass-through insurance coverage. The limitations on FDIC coverage apply to your deposits, whether made by you individually on your own or through the Program. If you have or make a deposit on 7

8 your own with PNC Bank, PNC Investments would not be aware of these deposits. For the purpose of calculating your FDIC coverage, you must aggregate all deposits that you maintain with PNC Bank in the same insurable capacity, including deposits you hold directly with PNC Bank and deposits you hold through PNC Investments and other intermediaries. By way of example, any funds swept into a deposit account at PNC Bank through the Program will be aggregated with any CDs issued to you by PNC Bank and held in the same insurable capacity. You are responsible for monitoring the total amount of deposits that you have at PNC Bank and through the Program for purposes of calculating your FDIC coverage. In the unlikely event that payments under the federal deposit insurance program become necessary, payments of insured deposits will be made by the FDIC, or the deposit may be assumed by another institution. However, there is no specific time period during which the FDIC must make insurance payments available. Furthermore, you may be required to provide certain documentation to the FDIC before insurance payments are made. Questions About FDIC Deposit Insurance Coverage. You may wish to seek advice from your own attorney concerning FDIC Insurance coverage of deposits held in more than one capacity. You may also obtain information by contacting the FDIC, Division of Supervision and Consumer Protection, by letter ( th Street, N.W., Washington, D.C., 20429), or by phone ( , TDD), by or by accessing the FDIC website at SIPC Coverage and Money Market Mutual Fund Features. SIPC is a nonprofit membership corporation created by the Securities Investor Protection Act of 1970, funded primarily by its member s securities brokerage firms registered with the U. S. Securities and Exchange Commission. SIPC provides protection against custodial risk to clients of securities brokerage firms, such as PNC Investments, in the event such firms become insolvent. Unlike FDIC insurance, SIPC does not insure against the loss of your investment. Nor does SIPC insurance insure the quality of investments or protect against a decline or fluctuations in the value of your investments. SIPC protects against the loss of client securities and cash up to a total of $500,000 (of which up to $100,000 may be cash) per client under SIPC rules. In the event the SIPC limits are not sufficient, Hilliard Lyons has purchased additional protection up to $100,000,000 firm aggregate through a third party insurance carrier. Similar to SIPC protection, this coverage protects your securities, money market fund shares and cash held by Hilliard Lyons should Hilliard Lyons be required to liquidate. Unlike the money market fund shares held in your Hilliard Lyons Account, balances in the bank deposit accounts are not covered by SIPC or the additional insurance discussed above, but is guaranteed by the FDIC, subject to certain limitations. If you have questions about SIPC coverage and additional coverage provided through Hilliard Lyons, ask your PNC Investments financial consultant for details. You may also obtain information about SIPC coverage, including a brochure that describes SIPC and SIPC insurance, by accessing the SIPC Web site at 8

9 Other Terms Abandoned Accounts. PNC Investments and PNC Bank may be required by law to turn over (escheat) funds in the bank deposits account to a state, typically your state of residence, based on inability to locate you, as required by applicable state law. If funds are remitted to the state, you may file a claim with the state to recover the funds. Transferability. Your bank deposits may not be transferred by you except by a change in ownership of the linked PNC Investments Account. A transfer that occurs due to death, incompetence, marriage, divorce, attachment or otherwise by operation of law shall not be binding on PNC Investments or PNC Bank unless and until sufficient, acceptable documentation has been received. Termination; Closing of Account. PNC Investments may, at its sole discretion and without any prior notice, terminate your participation in the Program. If you or PNC Investments, for any reason, closes your brokerage account, your associated funds in the bank deposit account will be distributed through the PNC Investments Account according to the conditions of your PNC Investments Account agreement. Standard of Care. Any failure by PNC Investments or PNC 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, emergency conditions or other circumstances beyond the control of PNC Investments or PNC Bank provided that PNC Investments or PNC Bank exercised ordinary care. Any act or omission made by PNC Investments or PNC Bank in reliance upon or in accordance with any provisions of the Uniform Commercial Codes as adopted in Kentucky, or any rule or regulation of Kentucky, the New York Stock Exchange, Inc., National Association of Securities Dealers, Inc., or a federal agency having jurisdiction over such party shall constitute ordinary care. Days of Operation. The Program will operate on all days when both the New York Stock Exchange and the Federal Reserve Bank of Cleveland are open for business. Modification of Terms and Conditions. Subject to regulatory requirements, PNC Investments may modify these Terms and Conditions at any time without your agreement, and will provide notice to you of material changes to the Program. Tax Withholding. PNC Investments may be required to withhold U.S. federal income taxes 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. Consult your tax advisor for details on interest that is earned on accounts held by entities that are neither citizens nor residents of the United States. 9

10 Legal Process. PNC Investments and PNC Bank may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process that such party reasonably and in good faith believes to be valid. PNC Investments may notify you of such process by telephone, electronically or in writing. If PNC Investments is not fully reimbursed for its records research, photocopying, and handling cost by the party that served the process, PNC Investments may charge such cost to your PNC Investments Account or bank deposit balance, in addition to its minimum legal process fee. PNC Investments and PNC Bank 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 bank deposit account records are maintained. Governing Law. These Terms and Conditions shall be governed by applicable federal laws and, to the extent not preempted by federal law, the laws of Kentucky without regard to its conflict of law provisions. Unless explicitly otherwise provided herein, PNC Investments may comply with applicable clearinghouse, Federal Reserve and correspondent bank rules in processing transactions for your bank deposit account. PNC Investments is not required to notify you of a change in those rules, except to the extent required by law. 10

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