Mercury Advisory Agreement 2.0

This Agreement (the “Agreement”) is entered into by and between the undersigned client (“Client”) and Mercury Advisory, LLC (“Mercury Advisory”).

WHEREAS, Mercury Advisory is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);

WHEREAS, Mercury Advisory offers the investment programs described on Schedule A hereto (each, a “Program”), pursuant to which Mercury Advisory provides advisory services to its clients; and

WHEREAS, the Client desires to engage Mercury Advisory to provide investment advisory services to the Client with respect to the Client’s Investing Account (as defined below) and to grant Mercury Advisory the authority to manage the assets in such account in accordance with the applicable Program as indicated in the Client’s Investment Guidelines (as defined below).

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. Terms and Conditions of the Program

1. Account Opening. When a Client opens an account with Mercury Advisory’s affiliate, Mercury Technologies, Inc. (“Mercury”), the Client has the option to establish and fund an investing account (the “Investing Account”) to be managed in accordance with the Client’s selected Program. Where Mercury Advisory agrees to accept and open an Investing Account for the Client, Mercury Advisory will open such Investing Account according to the terms and conditions of this Agreement.
2. Account Acceptance. By clicking or tapping “Accept and Continue” or otherwise acknowledging the Client’s consent electronically, the Client agrees to (1) appoint Mercury Advisory to manage the Client’s Investing Account in accordance with the Client’s selected Program; and (2) enter into and be bound by the terms and conditions of this Agreement. The Client must read and consider this Agreement carefully and contact Mercury Advisory to ask any questions the Client may have before entering into this Agreement. Pursuant to Mercury Advisory’s Electronic Communications Agreement(the “eSign Agreement”), which the Client is required to enter into as a condition of executing this Agreement, clicking “Accept and Continue” has the same legal effect as signing a paper version of this Agreement. This Agreement, including any amendments, will be posted to https://mercury.com/legal (the “Website”) and Mercury’s mobile application (the “App”) (the App and the Website are referred to collectively as the “Platform”).
3. Arbitration Agreement. THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT. See Section 16 below.
4. Program Eligibility. Each Program is intended for U.S. entities only. The eligibility criteria for each Program are further described in Schedule A hereto. Entities that do not meet the respective criteria of a Program are not eligible to enter into this Agreement.
5. Discretionary Nature of the Program. Each Program is a discretionary investment advisory service that enables a Client to invest in a recommended portfolio of investments in accordance with strategies developed by Mercury Advisory, subject to any reasonable investment restrictions requested by the Client and accepted by Mercury Advisory, based on information regarding, among other things, the Client’s investment objectives, risk tolerance and liquidity needs provided by the Client (the “Client Information”).
6. Program Limitations. The Client agrees and acknowledges that, as between the Client and Mercury Advisory, any responsibility not expressly allocated to Mercury Advisory in this Agreement shall be the responsibility of the Client. The Client hereby understands and agrees that the Program: (i) is not a complete investment program; (ii) has limits on underlying instruments; (iii) is not suitable for all investors; (iv) is not a savings account; (v) is not guaranteed to meet its investment objective; and (vi) could result in losses to the Client’s Investing Account.
7. Terms of Use. The Client acknowledges receipt of Mercury’s Terms of Use at https://mercury.com/legal/terms (the “Terms of Use”), which apply to the Client’s use of the services offered through the Program contemplated hereunder, and the Client agrees to adhere to the Terms of Use throughout the Client’s participation in the Program.

2. Program Advisory Services

1. Appointment as Investment Adviser. The Client appoints Mercury Advisory, and Mercury Advisory accepts such appointment, as discretionary investment manager with respect to assets held in the Investing Account, and grants to Mercury Advisory the power to manage the investment and reinvestment of the assets in the Investing Account in accordance with this Agreement, the Client’s selected Program, and the Client’s Investment Guidelines (as defined below). In connection therewith, the Client authorizes and appoints Mercury Advisory as its true and lawful attorney in fact, with limited power and authority to buy, sell, or otherwise effect investment transactions involving the Investing Account in the Client’s name and for the Client’s Investing Account. Mercury Advisory shall be authorized, without prior consultation with the Client, to buy, sell, and trade in stocks, bonds, mutual funds, exchange-traded funds (“ETFs”), U.S. Treasury securities, and other securities and/or contracts relating to the same (“Investments”), and to give instructions in furtherance of such authority to the Custodian. Mercury Advisory shall not have the authority to cause the Custodian to deliver securities and other property, or pay cash, (i) to Mercury Advisory other than payment of the Mercury Advisory Fee provided for under this Agreement, or (ii) to any third party other than as expressly permitted in connection with authorized trading in Client’s Investing Account, in each case under this Agreement or under the Client’s Customer Agreement with the Custodian, except as permitted under Section 6(d).
2. Management of the Investing Account. Mercury Advisory shall manage the Investing Account as described in the Client’s selected Program and consistent with the Client’s investment objectives, risk tolerance and liquidity needs, which are ascertained through the Platform. For each Program, the Client and Mercury shall, through the Platform, agree to a set of guidelines establishing the Client’s desired parameters for the management of the Investing Account (the “Investment Guidelines”). The Client may modify the Investment Guidelines at any time through the Platform. Mercury Advisory shall have reasonable time to bring the Investing Account into compliance with any change in the Investment Guidelines. With respect to the Treasury Ladders Program, if the Client elects to make a change to their Investment Guidelines, they will be presented with the option to have the change implemented over time as the existing portfolio of U.S. Treasury securities matures, or as soon as possible, which may involve the sale of U.S. Treasury securities from the Investing Account. The Client acknowledges and agrees that, if the Client elects to make changes to their Investing Account that results in the sales of U.S. Treasury securities, such sales may result in losses in the Client’s Investing Account. Mercury Advisory may change any Program at its discretion from time to time; provided that Mercury Advisory will make reasonable efforts to notify the Client via the Platform or through email in advance of any such changes to the Program when practicable, but in any event, will notify the Client within a reasonable time after such changes have taken effect.
3. Client-Imposed Restrictions. The Client may impose reasonable restrictions on Mercury Advisory’s management of the Client’s Investing Account, including by overriding investment or allocation decisions recommended by Mercury Advisory and instructing Mercury Advisory to invest assets in the Client’s Investing Account in a different manner through the Investment Guidelines. The Client understands that only a limited universe of Investments will be available through each Program, and that while the Client may instruct Mercury to deviate from Mercury’s recommended allocations, the Client will not be able to instruct Mercury to invest in instruments that are not available in the Client’s selected Program. The Client further understands that, to the extent such restrictions are accepted by Mercury Advisory, Mercury Advisory may deviate from investment decisions it would otherwise make in managing the Investing Account and which may cause the performance of the Investing Account to deviate from the performance of other clients following the same Program. The Client understands that Mercury Advisory shall not be responsible for any losses or adverse consequences to the Client’s Investing Account that result from Mercury Advisory following the Client’s directions or instructions.
4. Rebalancing and Review. Mercury Advisory’s rebalancing approach as applicable to each Program is described in Schedule A. Absent technical issues, there is no human involvement in the day-to-day oversight and management of the Investing Account. It is the Client’s responsibility to review the information available on the Platform and conduct and monitor the inflows and outflows to and from the Investing Account by using the Platform to initiate deposits or withdrawals. The Client may utilize a sweep feature, as customizable by Client, to assist with monitoring and allocating inflows and outflows of the Investing Account.
5. Scope of Advice. The Client acknowledges, understands and agrees that: (i) Mercury Advisory does not provide investment advice other than the investment advice described in this Section 2; (ii) Mercury Advisory will provide investment advice and deliver the advisory services solely through the Platform; (iii) under the Program, the Client will not receive investment advice in person, over the phone, in live chat or in any other manner other than through the Platform; (iv) the Client will not be entitled or able to hold securities in the Client’s Investing Account other than the Investments that are offered through the Program; and (v) the Program does not provide tactical advice and Mercury Advisory shall not provide any investment advice in response to market volatility or other economic events.
6. Vendors and Delegation. In providing its services, Mercury Advisory or any of its affiliates may, subject to applicable laws and regulations, engage unaffiliated vendors or other contractors to aid it in fulfilling its duties under this Agreement or to provide ancillary enhancements or features of the services contemplated herein. Additionally, in performing its obligations under this Agreement, Mercury Advisory may, at its own discretion, delegate any or all of its discretionary investment, advisory, and other rights, powers, and functions hereunder to any of its affiliates or any third parties, without the Client’s written consent, provided that Mercury Advisory shall always remain liable to the Client for its obligations hereunder.

3. Client Rights, Client Obligations and Trading Authority

1. Ownership of Investing Account. The Client retains sole ownership of the Investing Account and the Investments therein (i.e., the right to exercise proxy voting, proceed directly as a security holder against the issuer of any security in the Investing Account, and receive transaction confirmations (electronically, by email and accessible via the Platform)), and the Client may make deposits via the Client’s Mercury Account and withdrawals to the Client’s Mercury Account at any time, subject to any maintenance requirements of the Custodian.
2. Reliance on Client Information.
   1. For purposes of this Agreement, “Client Information” includes all information about the Client provided by the Client to Mercury Advisory through the Platform, which may include, among other things, information about the Client’s identity, liquidity needs, email address, physical address, tax residency, financial situation, or other information which the Client supplies through the Platform.
   2. The Client represents and warrants to Mercury Advisory that all Client Information the Client supplies is true, accurate, complete, and current. Without limiting the generality of the preceding sentence, the Client represents and warrants that the Client is neither insolvent nor has the Client been found by a court or regulatory body to be bankrupt or insolvent through a judicial or regulatory proceeding. The Client agrees to promptly update any Client Information the Client provided to Mercury Advisory that is no longer accurate, using the Platform. The Client understands that the Program relies on the Client Information provided by the Client through the Platform, including the accuracy thereof, in providing investment advice, and that Mercury Advisory does not verify the completeness or accuracy of such Client Information. The Client understands that Mercury Advisory shall not be responsible for any recommendations based on inaccurate or incomplete Client Information. Inaccurate or incomplete Client Information includes, but is not limited to, information that was once accurate or complete but becomes inaccurate or incomplete due to changes in the Client’s circumstances. The Client understands that if the Client provides false, inaccurate or incomplete information to Mercury Advisory, or fails to update previously provided Client Information that is no longer accurate or complete based on changes in the Client’s circumstances, the advice provided as part of the Program may not match the Client’s needs. The Client agrees that if a material change occurs to the Client’s Client Information, or the Client wishes to impose or modify reasonable restrictions on Mercury Advisory’s management of the Client’s Investing Account, the Client will promptly update the Client Information on the Platform.
3. Client Review Responsibility. The Client agrees to review publicly available information regarding the Investments. The Client will promptly review all transactional confirmations and statements provided by the Custodian and promptly notify Mercury Advisory of any errors or if the Client believes that any action taken or transaction effected in the Client’s Investing Account is inconsistent with the Client’s instructions, the Program or the recommended Investments.
4. Information Sharing with Custodian. The Client acknowledges and agrees that Mercury Advisory shares some or all of the Client Information with the Custodian, and that, subject to the terms and conditions of the Customer Agreement (as defined below), the Custodian relies on such Client Information to perform certain compliance functions, including verifying the Client’s identity for customer identification and anti-money laundering purposes and confirming that U.S. firms like Mercury Advisory and the Custodian are permitted to provide the Client with services under applicable U.S. economic sanctions against various countries, individuals, and organizations.
5. Order Aggregation. Mercury Advisory or the Custodian in executing trades upon instruction by Mercury Advisory may aggregate sale and purchase orders for an Investment for the Client’s Investing Account with orders for the same investment for other clients if, in Mercury Advisory’s or the Custodian’s reasonable judgment, as applicable, such aggregation is consistent with Mercury Advisory’s duty to seek best execution or the Custodian’s duty to the Client. When the Custodian executes aggregated orders, the Client will generally receive the average price per unit of the aggregated trade.
6. Cross Transactions. Where permitted under applicable law, Mercury Advisory, and the Custodian in executing trades upon instruction by Mercury Advisory, is authorized to effect cross transactions between the Investing Account and other accounts managed by Mercury Advisory.
7. Account Size. The Client agrees and acknowledges that each Program is subject to the account size requirements reflected in Schedule A , unless such requirement is waived by Mercury Advisory in its sole discretion. Mercury Advisory reserves the right to impose a minimum or maximum account size or value in the future at its discretion.
8. Conflicts of Interest. The Client has read and understood the important information about Mercury Advisory’s conflicts of interest included in Mercury Advisory’s Brochure. The Client understands that by executing this Agreement, the Client consents to such conflicts. The Client further acknowledges that Mercury Advisory may inform the Client of additional conflicts of interest that arise in the future by sending the Client an updated Brochure, and that by continuing to maintain the Client’s Investing Account, the Client will be consenting to such conflicts of interest.
9. Proxy Voting and Legal Proceedings. Mercury Advisory will not vote proxies on behalf of the Client’s Investing Account. Additionally, Mercury Advisory will not be required to take any action or render any advice with respect to the voting of proxies solicited by or with respect to the issuers of Investments in which assets of the Investing Account may be invested from time to time. Further, Mercury Advisory will not take any action or render any advice, or otherwise be responsible, with respect to any Investments held in or formerly held in the Investing Account that are named in or subject to legal proceedings, including bankruptcies or class action lawsuits.
10. Reliance on Client’s Own Advisors. Each Client must rely upon its own representatives, including its own legal counsel and accountant, as to legal, tax and related matters concerning any Investments, any assets in the Investing Account or any Investing Account transactions and for preparation of any legal, accounting or tax documents.

4. Brokerage and Custody

1. Custodian Identity and Role. Investments in the Client’s Investing Account are held in a separate account, in the Client’s name, at the Custodian (as defined below), and not with Mercury or Mercury Advisory. As noted above, the Client’s use of Mercury Advisory’s advisory services under this Agreement requires that the Client establish an Investing Account and enter into a customer agreement (the “Customer Agreement”) with Apex Clearing Corporation (“Apex”), a registered broker-dealer unaffiliated with Mercury Advisory, or another affiliated or unaffiliated registered broker-dealer, which shall act as the custodian (“Custodian”) and the clearing and execution broker for the Client’s Investing Account pursuant to the Customer Agreement. Mercury Advisory may remove or replace the Custodian at any time, subject to the terms of the Customer Agreement and paragraph (b) below. The Client acknowledges that neither Mercury Advisory nor any service provider engaged by Mercury Advisory is responsible for the obligations of the Custodian or any successor custodian, and that Mercury Advisory and the Custodian have separate agreements with the Client that allocate separate sets of rights and obligations between the Client and the respective entity.
2. Custodian Responsibilities. The Customer Agreement pertains to the brokerage and custody services provided by the Custodian to the Client’s Investing Account. Under the Customer Agreement, and subject to its terms and conditions, the Custodian is generally responsible for: (a) maintaining and recording transactions in cash and securities in the Client’s Investing Account; (b) clearing, execution and settlement of orders placed by Mercury Advisory; (c) providing the Client with trade confirmations, periodic statements showing all activity in the Investing Account, and all shareholder communications it receives; and (d) providing the Client with other required documentation and information about the Client’s Investing Account and transactions therein. Mercury Advisory and its affiliates shall at no time have custody of the Client’s Investments or Investing Account as defined under the Advisers Act, except to the extent Mercury Advisory is authorized under this Agreement to deduct the Mercury Advisory Fee from the Investing Account. Mercury Advisory shall not be liable for any act or omission of the Custodian, except as may otherwise be mandated by applicable law. If Mercury Advisory removes or replaces the Custodian pursuant to paragraph (a) above, Mercury Advisory will provide the Client with reasonable advance notice of the new custodian’s identity, and may require the Client to execute an agreement with a new custodian to continue receiving advisory services from Mercury Advisory under this Agreement.
3. Withdrawal and Transfer Authority. Mercury Advisory does not have authority to initiate withdrawals and transfer cash or securities from the Client’s Investing Account except in the following circumstances: (i) to pay the Mercury Advisory Fee; or (ii) to make Investments in accordance with the Client’s selected Program and Investment Guidelines.

5. Cash Sweep Program Required Enrollment

The Client may agree to be enrolled in the Custodian’s cash sweep program for cash that is pending investment and dividends and distributions from Investments (the “Sweep Program”). The Sweep Program is designed to move available settled cash in the Client’s Investing Account into an interest-bearing sweep vehicle (which may include a money market mutual fund or bank deposit sweep) made available by the Custodian. Sweeps generally occur automatically on a periodic basis (e.g., end of business day) and do not require prior notice to the Client. The identity of the sweep vehicle, applicable rates, liquidity, and related terms may change from time to time in accordance with the Custodian’s terms.

6. Deposits

1. Funding the Investing Account. The Client may fund the Client’s Investing Account with funds from the Client’s Mercury Account by using the Platform to direct the transfer of money to the Client’s Investing Account in accordance with the terms and conditions of this Agreement. The Client agrees that, by initiating or directing a deposit, the Client authorizes the bank or other vendor that Mercury Advisory engages from time to time to facilitate the transfer of money to or from the Custodian (such bank or vendor, the “Operator”) to request that the financial institution that maintains the Client’s Mercury Account transfer the amount of the deposit to the Custodian for deposit in the Client’s Investing Account. Mercury Advisory and the Custodian reserve the right to accept cash funded from other sources (such as debit accounts) as they may mutually agree and to the extent permitted by applicable law. Mercury Advisory also reserves the right to accept investments funded from other sources or through other means on a case-by-case basis.
2. Timing of Investment. To permit sufficient time to ensure that the transfer of assets into the Client’s Investing Account has been successfully completed by the financial institution that maintains the Client’s Mercury Account, Mercury Advisory may wait up to five Business Days, as defined below, after the day the Custodian credits the applicable deposit to the Client’s Investing Account to generate and place the orders for such purchases. As used herein, “Business Day” means any day on which all banks (or the applicable branch thereof) involved in any transfer of funds are physically open for business during their regular business hours, specifically excluding any U.S. federal holiday and any day on which any applicable securities exchange is not open during its regular business hours. The Client hereby acknowledges and agrees that, as a result, each deposit or transfer the Client makes generally will not be invested in Investments for up to five Business Days, and that such uninvested cash will not be subject to financial gains or losses resulting from movement in market prices during that time period. Further, with respect to Clients who select the Treasury Ladders Program, in the event that the Client makes a large deposit into their Investing Account (generally an amount equal to or in excess of 100% of the Investing Account’s value at the time of deposit), Mercury Advisory will prompt the Client to review and confirm any recommended portfolio allocations in the Platform, and the Client may override or customize such portfolio allocations before they become effective or will otherwise be deemed to have accepted the recommended portfolio; provided that Mercury Advisory may restrict, limit, or disable the Client's ability to override or customize the recommended portfolio allocations under certain circumstances, as described in the Investment Guidelines. Mercury Advisory will not be responsible for any delays, losses, or lost opportunities, caused by the Client’s failure to confirm or update the relevant Investment Guidelines.
3. Source of Funds. The Client represents and warrants that none of the money the Client deposits in the Client’s Investing Account is derived from, or will be used to promote the conduct of, any crime or other illegal activity. The Client agrees not to deposit (or direct the deposit of) any money in the Client’s Investing Account that comes from, or that will be used to promote the conduct of, any crime or other illegal activity. The Client represents that no individual or entity has an interest in any money the Client uses for deposits or in any money or securities in the Client’s Investing Account other than the Client or any other individual the Client has disclosed to Mercury during account opening.
4. Correction of Errors. Mercury Advisory may correct any error relating to the Client’s Investing Account or the Program, whatever its cause, including an error in the processing, posting, timing, or amount of any deposit, withdrawal, trade, fee, or other transaction, and including an error caused by technology, a system failure, or a third party. To correct an error, and notwithstanding Section 2(a), Mercury Advisory may, without prior notice to the Client, take any action that is reasonably necessary and commercially reasonable under the circumstances, including: (i) reversing, recalling, canceling, or reprocessing a transaction, in whole or in part, or instructing the Operator or Custodian to do so; (ii) debiting or crediting the Investing Account; and (iii) buying or selling Investments. Any funds returned in a correction will be returned only to an account titled in the Client’s name, which will be the account from which the funds came if it is so titled and otherwise the Client’s Mercury Account. Mercury Advisory will notify the Client of any material correction as soon as reasonably practicable through the Platform or by email. Mercury Advisory is not responsible for market movement or tax consequences resulting from a correction made in good faith. This Section supplements Section 15(d) and does not limit Mercury Advisory’s fiduciary duties under Section 15(e).

7. Withdrawals

1. Withdrawal Requests. Money from the Client’s Investing Account can only be withdrawn to the Client’s Mercury Account. If the Client wishes to transfer money from the Client’s Investing Account to the Client’s Mercury Account, the Client can initiate a withdrawal request through the Platform at any time. The Client agrees that, by requesting a withdrawal, the Client authorizes Mercury Advisory to place an order with the Custodian on the Client’s behalf to sell the securities in the Client’s Investing Account in an amount sufficient to satisfy the withdrawal request and transfer the money from the Client’s Investing Account to the Client’s Mercury Account. Mercury Advisory will undertake good faith efforts to generate and place the orders for such sales on the Business Day the Client requests a withdrawal, but the Client acknowledges and agrees that such orders may be placed at any time within five Business Days after the Client’s request. Further, Client understands that no portion of any withdrawal request will be processed until there is sufficient cash in the Investing Account to satisfy the entire request. Accordingly, withdrawals will be delayed until the Business Day after any sales of Investments in the Investing Account have settled. When the Client submits a withdrawal request from the Investing Account, available cash will first be used to meet the withdrawal request. If there is insufficient cash in the Investing Account to satisfy the Client’s withdrawal request, including any automated or recurring withdrawal established by the Client, Investments will be sold to raise the necessary cash. With respect to Clients who select the Treasury Ladders Program, Mercury Advisory will typically first sell Investments other than U.S. Treasury securities to satisfy a withdrawal request. If, however, it is necessary to sell U.S. Treasury securities to satisfy a withdrawal request, the Client acknowledges that such sales of a Treasury security before its maturity date may result in a loss in principal (e.g., Mercury Advisory may be required to sell the Treasury security for less than its face amount and/or less than it was purchased for, causing a loss in the Client’s Investing Account).The Client acknowledges and agrees that Mercury Advisory and the Custodian may require additional information from the Client before effecting any withdrawal request, and that such requested withdrawal may be subject to delay or cancellation if the Client does not timely provide such additional information.
2. Tax Consequences of Sales. The Client agrees that, when selling Investments in the Client’s Investing Account when processing withdrawal requests, Mercury Advisory may sell securities without regard to the tax impact of such transactions and that Mercury Advisory shall have no obligation to assess, consider or minimize such tax consequences. Mercury Advisory shall have no liability to the Client for any capital gains, tax penalties, interest or other tax consequences arising from the sale of securities held in the Client’s Investing Account.

8. Term and Termination

1. Effective Date. This Agreement becomes effective as of the date it is accepted by Mercury Advisory and the Client’s Investing Account is opened, as evidenced in accordance with Mercury Advisory’s procedures and/or practices regarding account opening.
2. Suspension of Services. The Client agrees that Mercury Advisory and/or any of its affiliates or contractors may suspend the provision of services to the Client, or delay, limit, restrict or refuse any transaction for the Client, at any time for any length of time without prior notice to the Client if Mercury Advisory believes in good faith that such suspension or delay is necessary or appropriate: (i) to ensure compliance with, or to avoid violating, any law or regulation applicable to Mercury Advisory or its affiliates or a transaction relating to the Program; (ii) to comply with a request or guidance from a regulatory or law enforcement authority with jurisdiction over Mercury Advisory or its affiliates or a transaction relating to the Program; (iii) to remediate or otherwise address problems with technology; (iv) due to interruptions in the access to or operation of any technology that Mercury Advisory or its affiliates directly or indirectly uses in connection with the Program; (v) to prevent a breach or violation of any term, condition, or other provision of this Agreement; or (vi) to obtain from the Client any additional information that Mercury Advisory in its reasonable discretion deems necessary for advisory services to be provided to the Client pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, including without limitation in Sections 2 and 3, Mercury Advisory reserves the right, at any time and without notice, to delay or manage the trading of Client orders if Mercury Advisory determines it is appropriate and consistent with its obligations under this Agreement.
3. Termination for Any Reason. The Client may close the Client’s Investing Account and/or terminate this Agreement for any reason by providing 15 days’ notice to help@mercury.com. Mercury Advisory may close the Client’s Investing Account and/or terminate this Agreement for any reason by providing the Client with 15 days’ notice by email.
4. Termination Linked to Mercury Account. If the Client terminates the Client’s Mercury Account through the procedures provided by Mercury, then this Agreement and the Client’s Investing Account will also be terminated. If Mercury terminates the Client’s Mercury Account, then Mercury Advisory will also terminate this Agreement and the Client’s Investing Account by sending the Client a notice of Agreement termination in the Platform or by email.
5. Termination Mechanics. The termination of the Client’s Investing Account will occur as follows: (i) the Client will be deemed to have simultaneously terminated this Agreement and the Customer Agreement, unless otherwise agreed to by Mercury or the Custodian, as applicable; (ii) the Custodian will, before closing the Client’s Investing Account, settle any purchases or sales pending when Mercury Advisory sends or receives a request to close the Client’s Investing Account; and (iii) Mercury Advisory and/or the Custodian will, before closing the Client’s Investing Account, deduct any unpaid fees. Following the termination of Client’s Investing Account, all Investments in the Investing Account will be liquidated, and the proceeds will be transferred to the Client’s Mercury Account. To the extent there is insufficient cash in the Client’s Investing Account to pay any accrued but unpaid fees at the time of termination, Mercury may liquidate securities in the Client’s Investing Account to satisfy amounts owed. The Client agrees that Mercury shall not be liable for any losses incurred in the Investing Account as the result of sales of securities to satisfy unpaid fees at termination.
6. Deactivation Upon Termination. Upon cancellation or termination of this Agreement, Mercury Advisory may immediately deactivate the Client’s user account (which includes the Investing Account) and all related information and/or files in the Client’s user account, and/or bar any further access to such information and/or files, the Platform (or any part thereof) and/or the Program, except as Mercury Advisory may otherwise provide from time to time and subject to applicable law.

9. Mercury Advisory Representations; No Legal, Tax or Accounting Advice Provided

1. Registration Status; Limitations on Advice Provided. Mercury Advisory represents that it is an investment adviser registered with the Securities and Exchange Commission under the Advisers Act. It is understood and acknowledged by the Client that Mercury Advisory is not engaged in the practice of law, accounting, estate planning or actuarial services, and that nothing in this Agreement or any other document received from Mercury Advisory, including any legal, tax or accounting advice hereunder, shall be construed as providing legal, accounting, estate, actuary or tax advice, nor shall Mercury Advisory prepare any legal or accounting documents for the implementation of any of the Client’s financial or investment plans.
2. Tax Considerations. The taxation of securities transactions is extremely complex, and no attempt is made herein to fully describe the various tax rules that apply to such transactions or to explain in complete detail the rules which are mentioned. However, some general points may be noted. Any sales, exchanges or dispositions of securities may have U.S. federal, state, local and non-U.S. income tax consequences for the Client and may result in the Client having to pay additional income taxes. Clients may have a variety of tax reporting obligations with respect to certain securities. Each Client should confer with their tax advisor regarding the tax consequences of investing with Mercury Advisory based on their particular circumstances. The Client and Client’s tax advisors are responsible for how Investments and the transactions in the Client’s Investing Account are reported to the Internal Revenue Service or any other taxing authority. Mercury Advisory assumes no responsibility to the Client for the tax consequences of any transaction.

10. Client Representations

Signatory and Account Responsibility. The signatory represents and warrants that he or she has been granted full power and authority to enter into this Agreement on behalf of the Client. The signatory certifies that he or she is of legal age to enter into contracts in the state where he or she lives. The signatory agrees that, upon signature, this Agreement will have been duly authorized and will be binding. The signatory acknowledges that he or she is solely responsible for carefully reviewing and understanding all terms and conditions of this Agreement. The Client acknowledges and agrees that the Client is fully responsible for all acts and omissions relating to the use of the Platform, including the deposit and contributions to and transfers from the Client’s Investing Account, by any person who uses the Client’s user account and password(s), as described in the Terms of Use. The Client must notify Mercury Advisory immediately if the Client knows or suspects that the confidentiality of the Client’s password(s) has been compromised.

11. Fees

1. Fee Structure. For the services provided by Mercury Advisory under this Agreement, and the custodial and brokerage services provided by the Custodian under the Customer Agreement, the Client agrees to pay an annual “wrap” fee in order to establish and maintain the Client’s Investing Account (the “Mercury Advisory Fee”). The Mercury Advisory Fee is the amount due under the Fee Schedule as set forth in Schedule A for the applicable Program. The Mercury Advisory Fee will be billed as set forth in Schedule A for the applicable Program.
2. Fee Deduction. The Client authorizes and directs Mercury Advisory to deduct the Mercury Advisory Fee directly from the Client’s Investing Account. To the extent there is not sufficient cash in the Client’s Investing Account to pay the Advisory Fee when due, Mercury Advisory will sell securities in the Client’s Investing Account to generate sufficient funds to deduct the Mercury Advisory Fee. The Client agrees that Mercury shall not be liable for any losses incurred in the Investing Account as the result of sales of securities to pay the Advisory Fee. The Client agrees and acknowledges that such fee deduction may trigger rebalancing of the Client’s Investing Account, in accordance with the Program and the Client’s Investment Guidelines and as described in this Agreement. Deducted fees will be reflected in the account statements provided to the Client by the Custodian. The Mercury Advisory Fee is negotiable, and Mercury Advisory reserves the right to discount or waive any fees associated with the Program in its sole discretion.
3. Fee Changes. The Client agrees and acknowledges that the Client is responsible for paying any and all fees, including without limitation the Mercury Advisory Fee that the Client owes pursuant to this Agreement. The Client is responsible for maintaining complete and accurate billing and contact information with Mercury. The Client acknowledges that such fees may change from time to time and will be available on the Platform and in the Brochure and Relationship Summary (as defined below). In the event of a change in fees, Mercury Advisory will provide the Client notice electronically by email and/or the Platform. The Client agrees to check the Platform from time to time for updates to the fees applicable to the Client’s Investing Account.
4. Scope of Fee. The Mercury Advisory Fee includes most of the investment expenses typically paid by investors, such as account establishment/maintenance expenses, investment advisory fees, and brokerage fees. The Mercury Advisory Fee does not include fees charged by an ETF’s or mutual fund’s manager or other fees and expenses reflected in the price of ETF or mutual fund shares. The Custodian does not charge any additional fees for services provided under this Program. The Client may obtain the current schedule of such fees and services through the Platform or by sending an email to help@mercury.com.
5. Fee Suitability. The Client acknowledges that Mercury Advisory designed the Program with monthly investing in mind and that the fee structure might not be economical or appropriate for individuals or entities looking to make less frequent small-dollar investments. The Client acknowledges that the Mercury Advisory Fee may exceed the aggregate costs of purchasing separately the products and individual services that comprise the advisory services and the brokerage services offered through the Program.
6. Taxes. Unless otherwise stated, the Mercury Advisory Fee does not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar government assessments of any nature, including value-added, use or withholding taxes.

12. Non-Exclusive Management

It is understood that Mercury Advisory performs investment advisory services for other clients. The Client agrees that Mercury Advisory may give advice and take action with respect to any of its other clients, which may differ from the advice given or the timing or nature of action taken with respect to the Client’s Investing Account. Mercury Advisory, its officers, employees, and agents may have or take the same or similar positions in specific investments for their own accounts, or for the accounts of other clients, as Mercury Advisory recommends for the Client’s Investing Account.

13. Notices and Communication

Communications will be sent to the email address the Client provides at the time the Client opens the Investing Account, or to another email address the Client provides in writing. All communications sent to the Client electronically at the given email address and via the Platform will be treated as if they were given to the Client personally, whether or not the Client receives them. Pursuant to the eSign Agreement the Client executed concurrently with this Agreement, the Client acknowledges that the usual way Mercury Advisory will provide the Client notice under this Agreement is by posting such notice on the Platform and by email. The Client agrees to check the Platform and the Client’s email frequently. If required by applicable law, or if it decides in its sole discretion, Mercury Advisory will provide the Client with notices by other means, including emails linking to the Platform, other emails, and text messages. In particular, and notwithstanding anything to the contrary in this Agreement, the Client agrees that, if the Client requests the preparation and delivery of paper documents that Mercury Advisory and/or the Custodian normally provides in electronic form, or that Mercury and/or the Custodian is not required to provide in paper form, Mercury and/or the Custodian may terminate the Client’s Investing Account as a result of this request, in accordance with the termination provision set forth in this Agreement.

14. Investment Risks and Acknowledgements

1. General Investment Risk. There are significant risks associated with any investment program, including the Program.
2. No Performance Guarantee. The Client understands and agrees that neither Mercury Advisory nor any of its affiliates has made, or is making, any warranty or guarantee as to the performance or profitability of the Client’s Investing Account and/or any of the Investments therein. Investment performance of any kind can never be predicted or guaranteed, and Mercury Advisory does not guarantee that the Client will avoid financial loss.
3. No Guarantee of Objectives. Mercury Advisory does not guarantee that the Client’s investment objectives, expectations or targets will be achieved, including without limitation any risk control, risk management, or return objectives, expectations, or targets. Neither Mercury Advisory nor any of its affiliates guarantees the success of any given investment decision or strategy that Mercury Advisory may recommend or undertake, or the success of the overall management of the Investing Account through the Program.
4. Brochure Disclosure. The Client acknowledges receipt of the Mercury Advisory Wrap Fee Program Brochure (the “Brochure”) and the Brochure supplement delivered electronically and available on the U.S. Securities and Exchange Commission’s Investment Adviser Public Disclosure webpage at www.adviserinfo.sec.govOpens in new tab, which contains certain disclosures concerning brokerage practices, risk factors and potential conflicts of interest, all of which may be amended from time to time subject to law. The Client may also obtain a copy of Mercury Advisory’s Brochure and the Brochure supplement upon request by emailing help@mercury.com.
5. Offering Documents. For investments that are ETFs, mutual funds or other pooled investment vehicles, the Client shall receive the registration statements or other offering documents for such Investments and should read them and contact Mercury Advisory with any questions or concerns. Mercury Advisory is not responsible for the information in an Investment’s registration statement or other offering documents, and Mercury Advisory shall be held harmless by the Client for any deficiencies in the registration statements or offering documents.

15. Limitation of Liability; Indemnification

1. Limitation of Liability. Except for gross negligence, willful misconduct, breach of this Agreement or violation of applicable law, the Mercury Advisory and its affiliates, officers, directors, employees, representatives, successors, assigns, and authorized agents (collectively, the “Indemnified Persons”) will not be liable to the Client for (a) any loss of value, depreciation or damages that the Client may suffer by reason of any investment decision made or other action taken or omitted in good faith by Mercury Advisory with that degree of care, skill, prudence, and diligence under the circumstances that a prudent person acting in a fiduciary capacity would use; (b) any loss arising from Mercury Advisory’s adherence to the Client’s written or oral instructions; or (c) any act or failure to act by the Custodian, any broker or dealer which effects transactions for the Investing Account or by any other third party (except to the extent that the Adviser breached its fiduciary duties with respect to the selection and oversight of such broker-dealer or other third party). Except where prohibited by applicable law, Mercury Advisory and its Indemnified Persons will not be liable for any losses incurred or damages (including, but not limited to, lost opportunities and lost profits) relating to differences between projected or potential performance and actual results, or any service provided under the Customer Agreement. Furthermore, neither Mercury Advisory nor its Indemnified Persons shall be liable for any losses incurred in connection with any threatened, pending or current action, suit, proceeding or claim relating to, arising out of or in connection with this Agreement, except for any losses arising out of Mercury Advisory’s breach of its fiduciary duties to the Client, as further described below.
2. Client Indemnification of Mercury Advisory. Without limiting any other indemnity provision of this Agreement, the Client shall, to the fullest extent allowed by applicable law, indemnify and hold harmless Mercury Advisory and its Indemnified Persons from any and all claims, losses, damages, liabilities and expenses arising out of or relating to: (i) any action taken or omitted by Mercury Advisory or any of its Indemnified Persons that acts in good faith with that degree of care, skill, prudence, and diligence under the circumstances that a prudent person acting in a fiduciary capacity would use; (ii) the Client’s failure to provide true, accurate, complete, and current information (including Client Information) or to update Client Information; (iii) decisions and/or actions that the Client takes or authorizes third parties to take on the Client’s behalf, or that the Client fails to take; or (iv) any instruction the Client gives regarding the Investments in the Client’s Investing Account or any other direction or communication the Client provides with respect to this Agreement or the Client’s Investing Account (including deposits, withdrawals, or transfers of assets to or from such account).
3. Exclusion of Consequential Damages. Without limiting the generality of the foregoing, except where prohibited by applicable law, Mercury Advisory and its Indemnified Persons will not be liable for any indirect, special, incidental or consequential damages or other losses (regardless of whether such damages or other losses were reasonably foreseeable).
4. ACH and Transfer Processing. Where applicable, the Client agrees to be bound by the National Automated Clearing House Association operating rules, any applicable local ACH operating rules, and any similar operating rules governing the use of wire transfers. The Client acknowledges that mismatched, incorrect, or incomplete identifying information regarding the Client’s funding source or in payment instructions to make a deposit may result in a transfer being rejected, lost, posted to an incorrect account, or returned to the originating bank without notice to the Client. The Client agrees that Mercury Advisory may request, and the Operator or Custodian may make, transfers for withdrawals solely by reference to the account number of the recipient. None of Mercury Advisory, its affiliates, or the Operator shall be obligated by any provision of this Agreement or any other agreement governing the Client’s participation in the Program to determine whether there is a discrepancy relating to names or account numbers in transfers between the Client’s Mercury Account and the Client’s funding source or Investing Account. The Client agrees to indemnify and hold Mercury Advisory and the other Indemnified Persons harmless from any and all damages resulting from or relating to any mismatched, incorrect, or incomplete identifying information regarding the Client’s deposits or withdrawals. The Client agrees that processing of transfers for deposits or transfers may be delayed for five Business Days or longer. If the Client believes a transfer has not been properly credited to the Investing Account, the Client agrees to notify Mercury promptly. The Client agrees that money transferred via a transfer may not be reflected in a deposit credited to the Client’s Investing Account during periods of processing delays. The Client agrees that, notwithstanding anything to the contrary in this Agreement or the Customer Agreement, neither Mercury nor any of its Indemnified Persons shall be liable for transfer processing delays, any act or omission of, including without limitation any overdraft or other fee charged by, any financial institution, or for any act or omission of any service provider or vendor of any such financial institution. Any credit resulting from a transfer associated with a deposit is provisional until the Custodian receives payment. Without limiting any other rights of Mercury to delay a transfer from the Client’s Investing Account to the Client’s Mercury Account or deny a request for a transfer from the Client’s Investing Account to the Client’s Mercury Account, Mercury reserves the right to delay or prevent a withdrawal of the proceeds of any deposit pending verification of final payment. If the Custodian does not receive final payment, or if the Client’s Investing Account has been credited by mistake, the Client hereby agrees to reimburse the Custodian and/or Mercury Advisory, as applicable, for such final payment or the amount of such erroneous credit, as applicable.
5. Fiduciary Duties Preserved. The federal and state securities laws impose liability under certain circumstances on persons who act in a fiduciary capacity. Consequently, nothing in this Agreement shall waive or limit Mercury Advisory’s fiduciary duties to the Client or any rights that the Client may have under federal or state securities laws.
6. Legal Process. If Mercury Advisory or any of its affiliates is served with levies, attachments, garnishments, summons, subpoenas, court orders, or other legal process naming the Client as a debtor or otherwise, Mercury Advisory or such affiliate shall be entitled to rely upon the representations, warranties, and statements made in such legal process. The Client hereby agrees that Mercury Advisory or any affiliate may respond to any such legal process in its own discretion without regard to jurisdiction, or forward such legal process to the Custodian or such other party as may be appropriate. The Client hereby agrees to hold harmless and indemnify Mercury Advisory and its affiliates for any losses, expenses, and costs, including attorneys’ fees, incurred as a result of responding to such legal process or forwarding such legal process to the appropriate entity.
7. Reliance on Representative Appointments. If Mercury Advisory or any affiliate receives written notice from a personal representative, executor or administrator purporting to represent the Client’s interests, Mercury Advisory or such affiliate shall be entitled to rely on all figures supplied and representations made in such written notice if Mercury Advisory or such affiliate is provided with letters of appointment bearing a duly recognized court seal, without regard to jurisdiction.
8. Force Majeure. Mercury Advisory shall not be liable for (i) force majeure or other events beyond the control of Mercury Advisory, including without limitation any failure, default, or delay in performance resulting from computer or other electronic or mechanical equipment failure, malfunction or unavailability, unauthorized access, theft, operator errors, governmental, judicial, or regulatory restrictions, exchange or market rulings or suspension of trading, strikes, failure of a common carrier or utility services, severe weather, or breakdown in communications not reasonably within the control of Mercury Advisory or other causes commonly known as “acts of God,” whether or not any such cause was reasonably foreseeable, or (ii) general market conditions unrelated to any violation of this Agreement by Mercury Advisory.

16. Arbitration Agreement

1. Arbitration Agreement. By entering into this Agreement, the parties agree as follows:
   1. All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury except as provided by the rules of the arbitration forum in which a claim is filed;
   2. Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited;
   3. The ability of the parties to obtain documents, witness statements, and other discovery is generally more limited in arbitration than in court proceedings;
   4. The arbitrators do not have to explain the reason(s) for their award except in very limited circumstances;
   5. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry;
   6. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration; and
   7. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement.
2. Arbitration Rules. This arbitration provision should be read in conjunction with the disclosures in this Agreement. Any and all controversies, disputes, or claims between Mercury Advisory and the Client or their respective representatives, employees, directors, officers, or control persons, arising out of, in connection with, from, or with respect to (i) any provisions of or the validity of this Agreement or other agreements relating to the Client’s participation in the Program, (ii) the relationship of the parties hereto, or (iii) any controversy arising out of Mercury Advisory’s business or the Client’s Investing Account (collectively, “Claims”), shall be conducted solely by arbitration pursuant to the rules then in effect of the American Arbitration Association. Arbitration must be commenced by service of a written demand for arbitration or a written notice of intention to arbitrate upon the other party.
3. Arbitration Decision. The decision and award of the arbitrator(s) shall be conclusive and binding upon all parties, and any judgment upon any award rendered may be entered in a court having jurisdiction thereof, and neither party shall oppose such entry. Any such arbitration shall be held in the city and state where Mercury Advisory’s principal office is located at the time such arbitration is commenced. The parties agree that there shall be no right or authority for any Claims to be arbitrated on a class action basis, and the Client expressly waives any right to bring a class action lawsuit or arbitration against Mercury Advisory or its representatives, employees, directors, officers, or control persons with respect to any Claims.
4. Securities Law Rights Preserved. Notwithstanding the foregoing or anything to the contrary in this Agreement, in no way shall this Agreement constitute a waiver or limitation of rights that the Client may have under federal or state securities laws to pursue a remedy by other means if and to the extent such laws guaranty such right to the Client and do not permit the waiver thereof.

17. Confidentiality and Privacy

1. Privacy Policy. The information the Client provides to Mercury Advisory, including the Client’s personal information, is subject to the terms of Mercury’s Privacy Policy, available at https://mercury.com/legal/privacy. By entering into this Agreement, the Client acknowledges receipt of the Privacy Policy, which Mercury may amend from time to time by posting new versions on the Platform. The Client may also obtain a copy of Mercury’s Privacy Policy upon request by emailing help@mercury.com.
2. Confidentiality of Client Information. Except as required by law or requested by regulatory authorities, Mercury Advisory agrees to maintain in strict confidence all of the Client’s nonpublic personal and financial information that the Client furnishes to Mercury Advisory, except for information that the Client explicitly agrees to share publicly. The Client agrees that the Client shall not use investment advice or other confidential information the Client receives from Mercury Advisory to develop a service that competes with the services of Mercury Advisory or any of its affiliates.
3. Recording and Contact Authorization. The Client consents to Mercury Advisory recording and/or monitoring the Client’s telephone calls and electronic communications with representatives and associated persons of Mercury Advisory without further notice. The Client expressly authorizes Mercury Advisory representatives or associated persons to contact the Client for purposes of evaluating the offering of the advisory services, the Program, and other products and services, by calling or emailing the telephone number(s) and/or email address(es) the Client provides in connection with the Client’s Investing Account, including any additional or updated telephone numbers or email addresses. The authorization in the preceding sentence will remain in effect unless and until the Client specifically revokes it by notifying Mercury or the associated persons with whom the Client is in contact.
4. Use of AI Platforms. Mercury Advisory permits Clients to link their Investing Accounts to artificial intelligence (“AI”) applications, including machine learning and generative AI (“Third-Party AI Tools”). If a client elects to link their Investing Account to a Third-Party AI Tool, the Client may use such Third-Party AI Tool to make inquiries concerning their Investing Account. Clients should understand that, although Mercury Advisory makes integration with Third-Party AI Tools available, Mercury Advisory does not control and is not responsible for the outputs of Third-Party AI Tools and does not receive a Client’s inputs to Third-Party AI Tools. Further, if the Client links their Investing Account to any Third-Party AI Tool, the Client will be providing their account data to the provider of such Third-Party AI Tool. The Client acknowledges that it is the Client’s responsibility to review such AI platform’s Privacy Policy prior to linking their Investing Account, and that Mercury Advisory is not responsible for the confidentiality of any information that Client has elected to share with any Third-Party AI Tool, including by linking their Investing Account to such Third-Party AI Tool.

18. Miscellaneous

1. Governing Law. Except to the extent that it is preempted by federal law, the law of the State of California (without regard for conflicts of law principles) will govern the construction, validity, and administration of this Agreement. However, nothing in this Agreement will be construed contrary to the Advisers Act.
2. Entire Agreement. The Client acknowledges and agrees that this Agreement, together with the Investment Guidelines, each as it may be amended from time to time in accordance with its terms, constitutes the entire and final understanding with respect to the subject matter of this Agreement. The Client acknowledges and agrees that this Agreement, and the terms and conditions contained herein, supersedes any prior Agreement or similar contract the Client entered into with Mercury Advisory.
3. Amendments. Mercury Advisory may amend this Agreement from time to time by adding, revising, or deleting any terms or conditions. Mercury Advisory will provide the Client with advance notice, in accordance with Section 13 above, of any amendment that materially affects the Client’s existing relationship with Mercury Advisory; other amendments will be communicated in accordance with Section 13 above as well. Any amendment will be effective as of the date specified by Mercury Advisory in such notice (the “Amendment Effective Date”). If the Client does not wish to accept an amendment, the Client may object by notifying Mercury Advisory in writing and terminating the Client’s Investing Account in accordance with Section 8 above before the Amendment Effective Date. The Client agrees that, by keeping the Client’s Investing Account open or continuing to use the services provided in the Program on or after the Amendment Effective Date, the Client accepts and agrees to be bound by this Agreement as so amended.
4. Assignment. The Client may not assign the Client’s rights or obligations under this Agreement without the prior express written consent of Mercury Advisory. Mercury Advisory shall not assign (within the meaning of the Advisers Act) its rights or obligations under this Agreement without the Client’s consent, provided however that the Client will be deemed to have consented to an assignment if the Client does not object to such assignment within 30 calendar days of being notified through the Platform or by email of any intent of Mercury Advisory to assign such rights or obligations.
5. Headings and Construction. Headings in this Agreement are descriptive and for convenience only and shall not be construed as altering the scope of the rights and obligations created by this Agreement. Defined terms shall have their assigned meanings wherever used in this Agreement or any of the agreements governing the Client’s participation in the Program, regardless of whether defined in this Agreement or used in the singular or the plural. Unless expressly provided otherwise, the word “including” shall be construed as introducing examples of a category without limiting such category and shall, therefore, be construed as if the word “including” were replaced with the phrase “including but not limited to” or “including without limitation.”
6. No Waiver. No course of dealing between the Client and Mercury Advisory, nor any delay by Mercury Advisory in exercising any rights or remedies hereunder, shall be deemed to be a waiver of any such rights or remedies. Any waiver of such rights or remedies shall not be construed as a waiver of any other right or remedy. Any right or remedy may be exercised as often as Mercury Advisory may determine in its sole discretion, and a waiver granted on one occasion shall not be construed as applying to any other occasion.
7. No Representation of Non-U.S. Law Compliance. Neither Mercury Advisory nor its affiliates represents or warrants that any aspect of the Program, including information available from the Platform and information provided through the Program, complies with any law or regulation of any jurisdiction outside of the U.S.
8. Client Representation of No Conflict. The Client represents and warrants that no term of this Agreement conflicts with or violates any duty the Client has under any law, regulation, or agreement.
9. Severability. If any provision of this Agreement or other agreement related to the Program and the Client’s Investing Account is held unenforceable or invalid under any law, rule, or administrative or judicial order or decision, that holding shall not alter the enforceability or validity of this Agreement’s remaining provisions. Without limiting the foregoing, if any portion of the Arbitration Agreement set forth above is invalidated, such invalidation shall not invalidate the remaining portions of the Arbitration Agreement.
10. No Third-Party Beneficiaries. This Agreement is between the Client and Mercury Advisory only and is not intended to confer any benefits or rights on other persons (including the Custodian, the Operator, or any other third-party service provider) not expressly made parties hereto.
11. Counterparts. This Agreement may be executed (including electronically, as described in Section 1 above) in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

Schedule A

Investment Advisory Programs

Treasury Ladders Program

Investment Strategy: The Treasury Ladders Program is designed to generate yield while preserving principal for use in a company’s ongoing operating expenses. When opening an Investing Account in the Treasury Ladders Program, Mercury Advisory will gather information about the Client’s monthly cash needs, investment objectives, and other Client Information and will design a portfolio to meet the Client’s regular liquidity needs while creating opportunities for yield. The Treasury Ladders Program involves a recommended allocation to a Money Market Mutual Fund (“MMF”) to satisfy the Client’s short-term liquidity needs, an allocation to an ultra-short bond fund or ETF (“Bond Fund”) for intermediate liquidity, and, where there are sufficient assets, an allocation of a portfolio of U.S. Treasury securities with monthly maturities staggered over a set amount of months (“Bond Ladder”). Although the Treasury Ladders Program is designed to preserve principal, investing is subject to risk, and the Client may lose money.

Investment Guidelines: Through the Platform, the Client may customize their Treasury Ladders Program by adjusting upwards or downwards the allocation of their Investing Account to each of the MMF, the Bond Fund, and the Bond Ladder, expressed, for this purpose, in months of the Client’s projected gross monthly outflows. In addition, the Client may elect to have a Bond Ladder that extends up to 36 months. The Client should understand that increases in the length of the Bond Ladder will increase the Client’s exposure to interest rate risk, as more fully described in the Brochure.

Fee Schedule: The Mercury Advisory Fee for the Treasury Ladders Program is the amount due under the Fee Schedule set forth below:

Fee Billing and Collection: The Mercury Advisory Fee is based on the total daily balance in the Investing Account and Mercury Account(s) Balance each day during the previous month. The Mercury Advisory Fee is charged monthly based on the percentage of assets in the Investing Account, in arrears. The Mercury Advisory Fee is billed on the first day of each month and collected on or before the 15th day of the month billed.

Eligibility: The “Treasury Ladders Program” provides investment advisory services to entities that have an employer identification number and maintain a Mercury Account or another account with Mercury or Mercury’s banking service providers.

Account Minimum: Clients must evidence at least $250,000 in total assets maintained in the Investing Account or another account maintained with Mercury or Mercury’s banking service providers.

Rebalancing: Mercury Advisory will typically evaluate each Investing Account on each business day to determine whether rebalancing is warranted and will generally rebalance Investing Accounts whenever: (1) the Investing Account’s allocation to the MMF deviates from the Investing Account’s target MMF allocation (expressed, for this purpose, in months of the Client’s projected gross monthly outflows) such that: (i) the MMF allocation exceeds the target MMF allocation by one month or more (e.g., if the target MMF allocation is four months and the actual allocation reaches five months or more), or (ii) the MMF allocation falls to two months or less of the target MMF allocation (e.g., if the target MMF allocation is four months and the actual allocation falls to two months or less); (2) the Client provides additional or subsequent funding of the Investing Account; (3) proceeds are received from the maturation of Treasury Securities, including to maintain the Client’s Bond Ladder (including by purchasing new Treasury securities at the bond ladder’s maximum maturity); or (4) the Client selects or changes a portfolio recommendation, or exercises the override rights described below, in a manner that causes the Investing Account’s actual allocations to differ from its then-current target allocations. Notwithstanding the foregoing, Mercury Advisory will typically not sell a Treasury security held in the Client’s Investing Account prior to its maturity date for purposes of rebalancing where doing so would realize a loss of principal due to a change in interest rates, except: (i) at the Client’s direction; (ii) in connection with a withdrawal, transfer or termination of the Client’s Investing Account; or (iii) as otherwise described in the Investment Guidelines. If the Client makes a significant deposit into their Investing Account, Mercury Advisory will prompt the Client to review the recommended portfolio, and the Client may override and customize the recommended allocation before they become effective or will otherwise be deemed to have accepted the recommended portfolio; provided that Mercury Advisory may restrict, limit, or disable the Client’s ability to override or customize the recommended portfolio under certain circumstances, as described in this Agreement or the Investment Guidelines. The above thresholds, inputs, and methodology for determining target and actual allocations may be updated by Mercury Advisory from time to time in accordance with this Agreement or the Investment Guidelines.