The Hilliard Lyons Bank Deposit Program Disclosure Document

The Hilliard Lyons Bank Deposit Program Disclosure DocumentSummaryDepositsBy electing the Hilliard Lyons Bank Deposit Program (the “Program”), your available cash balancesin eligible accounts will automatically be deposited into an interest-bearing deposit account insured bythe Federal Deposit Insurance Corporation (“FDIC”) and maintained in the name of Hilliard Lyons atPNC Bank, National Association (“PNC Bank”), an affiliate of Hilliard Lyons.Interest and FeesThe interest rate for the Program will vary over time. You can obtain current interest rates from yourHilliard Lyons financial consultant or at http://currentrates.hilliard.com. The interest rate on the bankdeposit 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 returnfor similar investments offered outside the Program, and may be lower than interest rates on moneymarket mutual funds. Money market mutual funds seek to achieve the highest rate of return (less feesand expenses) consistent with prudence and their investment objective.Benefits to Hilliard LyonsHilliard Lyons receives fees for services provided in connection with the Program.Your ResponsibilityBecause Hilliard Lyons would not be aware of deposits made by you outside of the Program, you areresponsible for monitoring the total amount of all deposits you have at PNC Bank for the purpose ofcalculating your FDIC coverage.Relationships and Your PrivacyAlthough Hilliard Lyons 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 ServicesGroup, Inc. Privacy Policy.Differing Risks and Account ProtectionMoney 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 seek to maintain a stablenet asset value but are subject to market risk and potential loss of value. Money market mutual fundsare not bank accounts and are not subject to FDIC insurance protection. Money market mutual fundsare covered by SIPC, which protects against the custodial risk (not a decline in the market value) if abrokerage 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 valuebut is subject to the risk of PNC Bank’s failure. Bank deposits are eligible for FDIC insuranceprotection, which protects against a PNC Bank failure by replacing cash up to applicable FDIC limitsbased on account type and ownership category. In calculating your insured limit, the FDIC wouldconsider other deposits you have at PNC Bank outside of the program.Terms and ConditionsThe available sweep options for your Hilliard Lyons Account(s) consist of the Hilliard LyonsBank Deposit Program and various taxable and tax-exempt money market mutual funds. Youare participating in the FDIC-Insured Hilliard Lyons Bank Deposit Program, to which thefollowing 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 Hilliard Lyons accounts (“HilliardLyons Account(s)”) will systematically be deposited into an interest-bearing FDIC-insured depositaccount maintained in the name of Hilliard Lyons as custodian at PNC Bank. You receive interest onyour portion of the balance held on deposit in accordance with these Terms and Conditions. Yourfunds are pooled with funds from other Hilliard Lyons customers and deposited at PNC Bank in amanner designed to provide you with FDIC insurance. If you maintain balances at PNC Bank outsideof the Program, you are responsible for monitoring the total amount of the deposits that you have withPNC Bank, including Program deposits, to determine the extent of deposit insurance coverageavailable 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 placingof your funds on deposit with PNC Bank. All activity with respect to your Hilliard Lyons account willappear in your periodic account statement from Hilliard Lyons, including the total of your portion ofthe opening and closing bank deposit balance.DepositsPeriodically, Hilliard Lyons will systematically deposit the cash balance in your Hilliard LyonsAccount to the PNC Bank deposit account. Your interest in the bank deposit will receive FDICcoverage up to the maximum permitted by law as discussed further in the FDIC Operations andLimitations section set forth below.Your interest in the bank deposit assets will be evidenced by an entry on records maintained byHilliard Lyons. You will not be issued any additional evidence of ownership, such as a passbook orcertificate. However, your Hilliard Lyons Account statement will reflect all deposits, withdrawals, andapplicable interest rates. See the “Account Statements” section below for more details regarding yourHilliard Lyons statement.Cash intended for deposit into the Program must be deposited through your Hilliard Lyons Accountand may not be placed directly by you into PNC Bank. Deposits by you with PNC Bank outside of theProgram may affect the extent of FDIC coverage of your funds.Cash balances in your Hilliard Lyons Account will be transferred to the bank deposit account before11:00 a.m. ET each business day. Cash balances in your Hilliard Lyons Account after 11:00 a.m. ETwill be processed the following business day. Cash balances resulting from the sale of securities willbe deposited into the PNC Bank deposit account on settlement date. Cash balances resulting fromdividends, interest or other entries will be deposited into the PNC Bank deposit account on the nextbusiness day following the date of entry into your Hilliard Lyons Account. Funds used to purchasesecurities will be transferred out of the PNC Bank deposit account to cover the cost of trades onsettlement date. Check deposits will be deposited into the PNC Bank deposit account one business dayfollowing the date of the deposit entry into your Hilliard Lyons Account.PNC Bank, National AssociationPNC Bank is a wholly owned subsidiary of The PNC Financial Services Group, Inc. The bank depositaccount established by Hilliard Lyons at PNC Bank constitutes a direct obligation of PNC Bank toHilliard Lyons and is not directly or indirectly an obligation of Hilliard Lyons. Under federalregulations, PNC Bank is permitted to impose a seven-day delay on any withdrawal request. WhilePNC Bank has not indicated its intention to implement such a policy, PNC Bank may, at any time,choose to do so. In such event, Hilliard Lyons can delay your access to your money for acorresponding period of time. You can obtain publicly available financial information concerningPNC Bank at http://www2.fdic.gov/idasp/main.aspor by contacting the FDIC Public InformationCenter by mail at 801 17th Street, N. W., Room 100, Washington, DC 20434 or by phone at877.275.3342. Hilliard Lyons is not responsible for any insured or uninsured portion of any deposits atPNC Bank and does not guarantee the financial condition of PNC Bank or the accuracy of anypublicly available financial information concerning PNC Bank.Interest and FeesThe variable rate of interest paid on your bank deposits will be established by PNC Bank based on theinterest that PNC Bank is willing to pay on the deposit account. The fee paid to Hilliard Lyons is anobligation of PNC Bank to Hilliard Lyons in addition to the interest paid by PNC Bank on the bankdeposit account. There is not necessarily a relationship between the bank deposit account rate ofinterest and the highest rates or any other rates available in the market, including any money marketmutual fund rates. The interest rate on the bank deposit account may change over time. Seehttp://currentrates.hilliard.com for details about current interest rates for the Program. By comparison,a money market mutual fund, including money market mutual funds available through Hilliard Lyons,generally seeks to achieve the highest rate of return (less fees and expenses) consistent with the fund’sinvestment objective, which can be found in the fund’s prospectus. The current rate of return on bankdeposit accounts will vary over time, and there is no guarantee that the return on the bank depositaccounts 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 Programcompared 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 financialconsultant or visit http://currentrates.hilliard.com. Interest will accrue on the bank deposit balancesfrom the business day the funds are deposited into the bank deposit account at PNC Bank through thebusiness day preceding the date of withdrawal from such bank deposit account. Interest will becompounded and credited to the applicable accounts monthly. The daily balance method is used tocalculate interest on bank deposit account balances. This method applies a daily periodic rate to theprincipal in the account each day. The rate you earn on your bank deposit may be higher or lower thanthe rates available to depositors making non-Program deposits with PNC Bank directly, through othertypes of accounts at Hilliard Lyons, or with other depository institutions in comparable accounts. Youshould compare the terms, rates of return, required minimum amounts, charges and other features ofthe Program with other accounts and investment alternatives. Subject to Hilliard Lyons right to imposea seven day delay on any withdrawal request, in the event of a similar delay by PNC Bank, thereis no minimum period that your money must remain on deposit, and there is no penalty for withdrawalof your entire balance, or any part thereof, at any time. Hilliard Lyons makes a profit on deposits atPNC Bank determined by negotiated fees between PNC Bank and Hilliard Lyons.Conflicts of InterestHilliard Lyons receives fees for services provided in connection with the Program. Hilliard Lyons mayearn a higher fee if you elect to participate in the Program than if you purchase shares in a moneymarket mutual fund. PNC Bank may use the cash balances in the deposit account to fund certainlending and investing activities. As with other depository institutions, the profitability of PNC Bank isdetermined in large part by the difference between the interest paid and other costs incurred on itsdeposit accounts, and the interest or other income earned on its loans, investments and other assetsProgram RisksPNC Bank is permitted to impose a seven-day delay on any withdrawal request. PNC Bank reservesthe right to not accept deposits as part of this Program. In the event of a failure of PNC Bank, theremay be a time period during which you may not be able to access your money. If you have money ondeposit at PNC Bank outside the Program, this may negatively impact the availability of FDICinsurance for the total amount of your funds held within and outside the Program. Program depositsexceeding the FDIC applicable limit may not be insured, depending on ownership category and otherrules established by the FDIC. If you expect to have total deposits at PNC Bank, including Programbalances at Hilliard Lyons and in other deposit accounts at PNC Bank, that exceed the FDIC insurancecoverage limits, you should carefully evaluate other investment alternatives that best meet yourinvestment needs because the excess would no longer be FDIC-insured.Alternatives to the ProgramBy participating in the Program, you agree to the terms provided herein. You understand that, at anytime, you may elect out of the Program. If you elect out of the Program and you do not designate areplacement automatic cash investment option for your Hilliard Lyons Account, the un-invested cashwill be invested in the Hilliard Lyons Government Fund.WithdrawalsBy participating in the Program you consent to have your money on deposit at PNC Bankautomatically withdrawn from the bank deposit account in the event of a debit in your Hilliard LyonsAccount or, on settlement date, to pay for securities purchased for or sold to your Hilliard LyonsAccount. Debits may also be created by writing a check on your Hilliard Lyons Account, withdrawingfunds through your debit card, or paying other liabilities to Hilliard Lyons. Checks, ACH payments,debit cards, ATM withdrawals, direct deposits, credits and other transactions and items for yourHilliard Lyons Account are processed through that account rather than through the PNC Bank depositaccount. Hilliard Lyons will debit and credit the bank deposit account to accommodate thisprocessing. You may make withdrawals from the Program, in any amount, not to exceed your thencurrenttotal account balance in the Program, through your Hilliard Lyons Account. Withdrawals fromthe Program may not be made directly by you from PNC Bank. Hilliard Lyons reserves the right torestrict or limit your ability to withdraw funds, and may limit or terminate checking or otherprivileges.

Right of Set-Off. Under the terms of your Hilliard Lyons Account agreement, Hilliard Lyons maycharge or offset funds in the PNC Bank deposit account against indebtedness or obligations you mayhave to Hilliard Lyons. For further information on the right of Hilliard Lyons regarding suchindebtedness or obligations, you should review your Hilliard Lyons Account agreement. Thisprovision does not apply where otherwise prohibited by law.Account StatementsYour Hilliard Lyons 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 balanceYou should retain all account statements. You must notify Hilliard Lyons immediately of anydiscrepancies noted on your account statement, and in no event later then ten (10) days after the dateof the account statement on which the problem or error first occurred. You should also notify HilliardLyons if there is unauthorized activity in your account or if you have general complaints regarding theProgram. You will not receive a separate statement from PNC Bank. You can also access informationabout your Hilliard Lyons Account online at http://currentrates.hilliard.com.Tax ReportingFor most clients, interest earned on deposits in the bank deposit account will be taxed as interestincome in the year it is received. A Form 1099-INT will be sent to you each year showing the amountof interest income you have earned on deposits in the PNC Bank deposit account.Your Relationship with Hilliard LyonsHilliard Lyons 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. Hilliard Lyons is aregistered broker-dealer in securities and is a member of the Financial Industry RegulatoryAssociation, the New York Stock Exchange, Inc., and other major exchanges. Hilliard Lyons is aregistered investment adviser under the Investment Advisers Act of 1940.Personal Information.Hilliard Lyons and its service providers may share information concerning you and your accounts inconnection with providing the services contemplated by these Terms and Conditions, and maydisclose information about the bank deposits to any affiliate of Hilliard Lyons in accordance withapplicable laws, The PNC Financial Services Group, Inc. Privacy Policy, and customary brokerageand banking practices. Hilliard Lyons, PNC Bank and their service providers may obtain suchinformation as may be necessary for legitimate business needs in connection with the operation of theProgram. For information regarding the collection, processing, and use of your personal informationand your rights to limit the use and disclosure of such information, you should refer to The PNCFinancial Services Groups, Inc. Privacy Policy as presented on www.hilliard.com, or ask your HilliardLyons financial consultant for a copy of The PNC Financial Services Group, Inc. Privacy Policy.Differences Between Hilliard Lyons Bank Deposit Program and Money MarketMutual FundsThe bank deposit account available through the Program at PNC Bank is regulated by federal bankregulatory agencies under various banking laws and regulations. The bank deposit account balance isan obligation of PNC Bank and qualifies for FDIC insurance protection per depositor in eachrecognized insurable capacity in accordance with the rules of the FDIC. The discussion belowpresents more information on FDIC Operations and Limitations, as well as on money market mutualfunds and SIPC coverage.FDIC Operations and Limitations.PNC Bank is a Member FDIC. Deposits into a PNC Bank account are insured by the FDIC, anindependent agency of the federal government backed by the full faith and credit of the United States.These deposits are insured up to the FDIC’s applicable limit per depositor. The applicable limitincludes your bank deposit account principal and accrued interest, when aggregated with all otherdeposits 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 PNCBank fails. If youseparately maintain deposit accounts with PNC Bank, your funds might exceed the applicable FDIClimit and any such funds 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 coveragefor 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 Hilliard Lyons clients, each client’s interest in theProgram account will be afforded separate FDIC Insurance coverage, up to the maximum permitted bylaw, assuming certain requirements are met. Hilliard Lyons and PNC Bank have taken all necessarysteps to comply with such FDIC regulations so that individual interest will be afforded pass-throughinsurance coverage.The limitations on FDIC coverage apply to your deposits, whether made by you individually onyour own or through the Program. If you have or make a deposit on your own with PNC Bank,Hilliard Lyons would not be aware of these deposits. For the purpose of calculating your FDICcoverage, you must aggregate all deposits that you maintain with PNC Bank in the sameinsurable capacity, including deposits you hold directly with PNC Bank and deposits you holdthrough Hilliard Lyons and other intermediaries. By way of example, any funds swept into adeposit account at PNC Bank through the Program will be aggregated with any CDs issued toyou by PNC Bank and held in the same insurable capacity. You are responsible for monitoringthe total amount of deposits that you have at PNC Bank and through the Program for purposesof 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 anotherinstitution. However, there is no specific time period during which the FDIC must make insurancepayments available. Furthermore, you may be required to provide certain documentation to the FDICbefore insurance payments are made.Questions About FDIC Deposit Insurance Coverage.You may wish to seek advice from your own attorney concerning FDIC Insurance coverage ofdeposits held in more than one capacity. You may also obtain information by contacting the FDIC,Division of Supervision and Consumer Protection, by letter (550 17th Street, N.W., Washington,D.C., 20429), or by phone (877.275.3342, 800.925.4618 TDD), by email (dcainternet@fdic.gov), orby accessing the FDIC website at www.fdic.govSIPC 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 andExchange Commission. SIPC provides protection against custodial risk to clients of securitiesbrokerage firms, such as Hilliard Lyons, in the event such firms become insolvent. Unlike FDICinsurance, SIPC does not insure against the loss of your investment. Nor does SIPC insurance insurethe 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 thirdparty insurance carrier. Similar to SIPC protection, this coverage protects your securities, moneymarket 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 bankdeposit accounts are not covered by SIPC or the additional insurance discussed above, but isguaranteed by the FDIC, subject to certain limitations. If you have questions about SIPC coverage andadditional coverage provided through Hilliard Lyons, ask your Hilliard Lyons financial consultant fordetails. You may also obtain information about SIPC coverage, including a brochure that describesSIPC and SIPC insurance, by accessing the SIPC Web site at www.sipc.org.Other TermsAbandoned Accounts.Hilliard Lyons and PNC Bank may be required by law to turn over (escheat) funds in the bankdeposits account to a state, typically your state of residence, based on inability to locate you, asrequired by applicable state law. If funds are remitted to the state, you may file a claim with the stateto recover the funds.Transferability.

Your bank deposits may not be transferred by you except by a change in ownership of the linkedHilliard Lyons Account. A transfer that occurs due to death, incompetence, marriage, divorce,attachment or otherwise by operation of law shall not be binding on Hilliard Lyons or PNC Bankunless and until sufficient, acceptable documentation has been received.Termination; Closing of Account.Hilliard Lyons may, at its sole discretion and without any prior notice, terminate your participation inthe Program. If you or Hilliard Lyons, for any reason, closes your brokerage account, your associatedfunds in the bank deposit account will be distributed through the Hilliard Lyons Account according tothe conditions of your Hilliard Lyons Account agreement.Standard of Care.Any failure by Hilliard Lyons or PNC Bank to act or any delay by such party beyond time limitsprescribed by law or permitted by these Terms and Conditions is excused if caused by yournegligence, interruption of communication facilities, suspension of payments by another financialinstitution, war, emergency conditions or other circumstances beyond the control of Hilliard Lyons orPNC Bank provided that Hilliard Lyons or PNC Bank exercised ordinary care. Any act or omissionmade by Hilliard Lyons or PNC Bank in reliance upon or in accordance with any provisions of theUniform Commercial Codes as adopted in Kentucky, or any rule or regulation of Kentucky, the NewYork Stock Exchange, Inc., National Association of Securities Dealers, Inc., or a federal agencyhaving 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 FederalReserve Bank of Cleveland are open for business.Modification of Terms and Conditions.Subject to regulatory requirements, Hilliard Lyons may modify these Terms and Conditions at anytime without your agreement, and will provide notice to you of material changes to the Program.Tax Withholding.Hilliard Lyons may be required to withhold U.S. federal income taxes at the prevailing rate on alltaxable distributions payable to certain depositors who fail to provide their correct taxpayeridentification number or to make required certifications or who have been notified by the InternalRevenue Service that they are subject to backup withholding. Consult your tax advisor for details oninterest that is earned on accounts held by entities that are neither citizens nor residents of the UnitedStates.