Addendum to Sunrise Banks Account Agreement

This Addendum contains additional terms and conditions of your Sunrise Sweep Banks, N.A. Account Agreement (Account Agreement). Specifically, it contains important terms relating to the sweep of funds in excess of the Federal Deposit Insurance Corporation (FDIC) standard amount to other FDIC-insured banks, as described below. Please see your Account Agreement for terms not defined in this Addendum. Please review this Addendum carefully, as it affects the FDIC insurance coverage of deposits in your Lili Account. As explained below, your Lili Account has the following features:

• By opening and maintaining your Lili Account, you are authorizing us to withdraw funds from your Lili Account at the end of each Business Day over $250,000 and, as your agent and custodian, place them in deposit accounts (Sweep Accounts) at other FDIC-insured banks (Sweep Banks) that we will establish for your benefit, as set forth in the “Priority List” assigned to you. 

• The list of Sweep Banks at which your funds may be deposited is available at IntraFi.com/network-banks.

• Your funds will be insured by the FDIC, according to its deposit insurance rules, up to $250,000 at each Sweep Bank as if you had established the Sweep Accounts with the banks yourself.

• You can access your funds at the Sweep Banks only by directing us. You will not be able to access them directly from those banks. However, all withdrawal requests will be satisfied promptly.

• You can tell us at any time if there are banks you do not want your funds deposited at and we will comply with that instruction. For example, if you have met the maximum insurance limit at a particular Sweep Bank, you should ask us to opt out of any deposits with such bank until your deposits at that bank are under the standard FDIC insurance limit. You may opt out of a particular Sweep Bank by contacting us at [email protected]. 

• Each Sweep Account at a Sweep Bank is an obligation of that bank, not Sunrise Banks. In the unlikely event that one of the banks fails, we will collect your insurance and credit the payment to your Lili Account. 

• By opening your Lili Account you are also opening a custodial account with us in which the funds at other banks will be held.

We will act as your agent and custodian in establishing and maintaining the Sweep Account at each Sweep Bank. Although the Sweep Accounts are obligations of the Sweep Banks and not us, you will not have a direct relationship with the Sweep Banks. However, your funds will be insured by the FDIC up to $250,000 per Sweep Bank as if you had established the deposit account with the Sweep Bank yourself.  

All deposits and withdrawals will be made promptly by us on your behalf. Information about your Sweep Accounts may be obtained from us, not the Sweep Banks. You will continue to have instant access to your funds through your Lili Visa® debit card and Lili App.

You will receive a periodic statement from us, which will be available in the Lili App, showing the balances in your Lili Account and the balances of the Sweep Accounts that we hold as your custodian.

How FDIC Insurance and the Sweep Works

The deposit insurance limit for deposits held in each insurable capacity (e.g., individual, joint, etc.) is $250,000, including principal and accrued interest, when aggregated with all other deposits held in the same insurable capacity at a Sweep Bank. For example, funds in the Sweep Accounts at a Sweep Bank held by an individual are insured up to $250,000, and funds in the Sweep Accounts at a Sweep Bank held jointly by two or more individuals are insured up to $250,000 per joint account owner. Please see the FDIC’s “Deposit Insurance at a Glance” Brochure for more information. 

We will place up to $246,500 (the “Deposit Limit”) of your funds in each Sweep Bank on the Priority List. One or more Sweep Banks on the Priority List may become unavailable to accept your funds for a period of time. In such cases your funds may not be placed up to the Deposit Limit in each Sweep Bank before placed in the next Sweep Bank on the Priority List. 

Any deposits (including certificates of deposit) that you maintain in the same insurable capacity directly with a Sweep Bank or through an intermediary (such as us or through a broker-dealer) will be aggregated with funds in your Sweep Accounts at the Sweep Bank for purposes of the FDIC insurance limit. You are responsible for monitoring the total amount of deposits that you have with each Sweep Bank, including Sweep Accounts, in order to determine the extent of FDIC insurance coverage available to you. We are not responsible for any insured or uninsured portion of the Sweep Accounts or any other deposits.

You should review carefully the section titled “Information About FDIC Insurance.”

Interest, Fees, and Conflicts of Interest 

We receive benefits from the sweep arrangement. All Sweep Banks will pay us a fee equal to a percentage of the average daily deposit balance in your Sweep Account at the Sweep Bank. The fee paid to us will be 100% of the amount the Sweep Bank is willing to pay with respect to funds in the Sweep Accounts. We reserve the right to increase, decrease, or waive all or part of these fees at any time.

At our discretion, we may transfer your checking account or savings account deposits to the Sweep Accounts to provide you with additional FDIC insurance coverage, if the aggregate deposits per ownership category exceed the standard maximum deposit insurance coverage amount. We will continue to pay our advertised interest rate on your savings account, whether the interest rate on the Sweep Accounts is higher or lower than our advertised rate. Your checking account deposits will not earn interest, even if those deposits are transferred to an interest bearing Sweep Account.

Priority List

The Priority List of available Sweep Banks into which your funds may be deposited is available at all times in the Lili App. Other clients may be assigned different Priority Lists. The Sweep Banks appear on the Priority List in the order in which the Sweep Accounts will be opened for you and your funds will be deposited. You should review the Priority List carefully. The Priority List may change.  Please review the section “Changes to the Priority List.”

Sweep Banks on the Priority List may be temporarily unavailable to accept your funds. In such cases your funds may not be placed up to the Deposit Limit in each Sweep Bank before placed in the next Sweep Bank on the Priority List.

You may not change the order of the Sweep Banks on the Priority List.  However, you may, at any time, designate a Sweep Bank as ineligible to receive your funds. This will result in your funds being deposited into Sweep Accounts at the next Sweep Bank on the Priority List. In addition, you may at any time instruct us to remove your funds from a Sweep Bank, close your Sweep Accounts with the Sweep Bank and designate the Sweep Bank as ineligible to receive future deposits. Unless you withdraw your funds from your Lili Account, your funds will be deposited in Sweep Accounts at the first available Sweep Bank set forth on the Priority List, as amended by you.

Deposit Procedures

We make available to you a money market deposit account (“MMDA”) – a type of savings deposit account – and a linked transaction account (“TA”) at one or more of the Sweep Banks. The MMDAs and TAs are non-transferable.

When you deposit funds in your Lili Account, we, as your agent, will open a MMDA and TA on your behalf at one or more of the Sweep Banks in the order set forth on the Priority List. At the end of each business day, we will withdraw the funds from your Lili Account and place them in the MMDAs at the Sweep Banks. This process generally takes two business days. Once your funds in the Sweep Account reach the Deposit Limit, we, as your agent, will open a MMDA and TA for you at the next Sweep Bank on the Priority List and place your additional funds in that Sweep Bank. 

Withdrawal Procedures

You can withdraw funds from your Lili Account by any means described in your Agreement. This creates a debit in your Lili Account. When you make a withdrawal from your Lili Account, we, as your agent, will withdraw funds from your TAs at the Sweep Banks on the Priority List beginning with the lowest priority Sweep Bank on the Priority List at which your funds have been deposited in order to satisfy the debit.  If there are insufficient funds at that Sweep Bank, funds will be withdrawn from each Sweep Bank in the sequence (lowest priority to highest priority) until the debit is satisfied.  If funds in the TA at a Sweep Bank from which funds are being withdrawn are insufficient to satisfy a debit, funds in the related MMDA at that Sweep Bank will be transferred to the TA to satisfy the debit, plus funds to maintain any TA minimum, or “threshold,” amount, as determined by the Sweep Bank and us in our discretion to satisfy debits in your Lili Account.  

At any point during a month in which transfers from an MMDA at a Sweep Bank have reached a total of six (6), all funds will be transferred from that MMDA to the linked TA at the Sweep Bank until the end of the month.  Deposits for the remainder of the month into this Sweep Bank will be made to the TA.  At the beginning of the next month, funds on deposit in the TA will be transferred to the MMDA, minus any threshold amount to be maintained in the TA.  The limits on MMDA transfers will not limit the number of withdrawals you can make from funds on deposit at a Sweep Bank or the amount of FDIC insurance coverage for which you are eligible.

Pursuant to federal banking regulations, the Sweep Banks must reserve the right to require seven days’ prior written notice before you withdraw or transfer funds from an MMDA. TAs are not subject to this restriction. The Sweep Banks have informed us that they do not currently intend to exercise this right against MMDAs.

Changes to the Priority List

As our sole discretion, we reserve the right to change the Priority List. One or more of the Sweep Banks on the Priority List may be replaced, a Sweep Bank may be deleted from the Priority List or the order of Sweep Banks on the Priority List may change.  

In the event that the order of Sweep Banks on the Priority List has changed, your previously deposited funds will not be reallocated based on the new sequence. Deposits and withdrawals of your funds made after a change to the Priority List will occur as described above under “Deposit Procedures” and “Withdrawal Procedures,” respectively.

On any day, one or more Sweep Banks may be closed for business or otherwise temporarily unable to accept your funds.  In such an event, your funds will be placed at the next Sweep Bank on the Priority List that is available to accept your funds. When one or more Sweep Banks that were unable to accept your funds are again able to accept your funds, funds in your Lili Account will be placed in those Sweep Banks.  

If a Sweep Bank no longer makes the Sweep Account available, your funds will be transferred to the next available Sweep Bank on the Priority List on the day that the Sweep Bank is no longer included on the Priority List.  

Notices

All notices described in this Addendum will be provided in electronic form, via the Lili App.

Relationship with Us 

We are acting as your agent in establishing the Sweep Accounts at each Sweep Bank, depositing funds into the Sweep Accounts, withdrawing funds from the Sweep Accounts and transferring funds among the Sweep Accounts.  Deposit Account ownership will be evidenced by a book entry on the account records of each Sweep Bank and by records maintained by us as your custodian.  No evidence of ownership, such as a passbook or certificate will be issued to you. Your Lili Account statements will reflect the balances in your Sweep Accounts. 

All transactions with respect to your Sweep Accounts must be directed by us and all information concerning your Sweep Accounts can only be obtained from us.  The Sweep Banks have no obligation to accept instructions from you with respect to your Sweep Accounts or provide you with information concerning your Sweep Accounts. We may, in our sole discretion, terminate your use of the Sweep Accounts. 

Relationship with the Sweep Banks

All transactions in your Sweep Accounts must be made through us. However, each Sweep Account constitutes an obligation of a Sweep Bank, not us.  

You can obtain publicly available financial information concerning each Sweep Bank at www.ffiec.gov/nicpubweb/nicweb/nichome.aspx. We do not guarantee in any way the financial condition of the Sweep Banks or the accuracy of any publicly available financial information concerning such Sweep Banks.

Fees

Each Sweep Bank will pay us a fee equal to a percentage of the average daily deposit balance in your Sweep Accounts at the Sweep Bank. The fee paid to us  will be 100% of the amount the Sweep Bank is willing to pay with respect to funds in the Sweep Accounts. Other than applicable fees imposed by us on your Lili Account, as listed in the Fee Schedule of your Agreement, there will be no charges, fees or commissions imposed on your Lili Account for your participation in this sweep arrangement.

INFORMATION ABOUT FDIC INSURANCE 

General Information.  The Sweep Accounts (including principal and accrued interest) are insured by the FDIC, an independent agency of the U.S. Government, up to $250,000 for all deposits held in the same insurable capacity at any one Sweep Bank.  Your funds become eligible for deposit insurance immediately upon placement into a Deposit Account at a Sweep Bank.  Generally, any accounts or deposits that you may maintain directly with a particular Sweep Bank, or through any other intermediary, in the same insurable capacity in which the Sweep Accounts are maintained would be aggregated with the Sweep Accounts for purposes of the $250,000 federal deposit insurance limit. 

In the event a Sweep Bank fails, the Sweep Accounts at that Sweep Bank are insured, up to $250,000, for principal and interest accrued to the day the Sweep Bank is closed.

Under certain circumstances, if you become the owner of deposits at a Sweep Bank because another depositor dies, beginning six months after the death of the depositor the FDIC will aggregate those deposits for purposes of the $250,000 federal deposit insurance limit with any other deposits that you own in the same insurable capacity at the Sweep Bank.  Examples of deposit accounts that may be subject to this FDIC policy include joint accounts, “payable on death” accounts and certain trust accounts.  The FDIC provides the six-month “grace period” to permit you to restructure your deposits to obtain the maximum amount of deposit insurance for which you are eligible.

In the event that federal deposit insurance payments become necessary, payments of principal plus unpaid and accrued interest will be made to you.  There is no specific time period during which the FDIC must make insurance payments available, and the Sweep Bank is under no obligation to credit your account with funds in advance of payments received from the FDIC.  Furthermore, you may be required to provide certain documentation to the FDIC and the Sweep Bank before insurance payments are made.  For example, if you hold deposits as trustee for the benefit of trust participants, you may be required to furnish affidavits and provide indemnities regarding an insurance payment.

If your Sweep Accounts or other deposits at the Sweep Bank are assumed by another depository institution pursuant to a merger or consolidation, such deposits will continue to be insured separately, up to the FDIC insurance coverage limits, from the deposits that you might have established with the acquiror until (i) the maturity date of any time deposits (including certificates of deposit) that were assumed, or (ii) with respect to deposits that are not time deposits, the expiration of a six month period from the date of the acquisition.  Thereafter, any assumed deposits will be aggregated with your existing deposits with the acquiror held in the same capacity for purposes of FDIC insurance coverage.  Any deposit opened at the acquiror after the acquisition will be aggregated with deposits established with the acquiror for purposes of FDIC insurance coverage.

Questions About FDIC Deposit Insurance Coverage.  If you have questions about basic FDIC insurance coverage, please contact your financial professional or visit the FDIC’s website at https://www.fdic.gov/resources/deposit-insurance/financial-products-insured.