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Ordinance No. 15,026ORDINANCE NO. 15,026 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, REPEALING ORDINANCE NO. 14,849 WHICH AUTHORIZED A DEPOSITORY SERVICES AGREEMENT WITH J.P. MORGAN CHASE BANK; AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A NEW DEPOSITORY SERVICES AGREEMENT WITH CADENCE BANK; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ****************************************************************************** BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section l: That the City Council of the City of Baytown, Texas, hereby repeals Ordinance No. 14,849 which authorized a Depository Services Agreement with J.P. Morgan Chase Bank. Section 2: That the City Council of the City of Baytown, Texas, authorizes and directs the City Manager to execute and the City Clerk to attest to a new Depository Services Agreement with Cadence Bank. A copy of said agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 3: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the iDO ztriftd, ity Council of the City of Baytown this the 27 h day of January, 202 . Mayor ATTEST: r VO` ..C� ANGELAIACKSON, Ci V,-� 4fAPPROVED AS TO FOR O F ` TREVOR FANNING, Interim City Attorney R:1TrevorlORDINANCES\202211.27.22\DepositoryServicesAgreementOrdinanc.docx EXHIBIT "A" BANK DEPOSITORY CONTRACT THE STATE OF TEXAS § COUNTY OF HARRIS § This BANK DEPOSITORY CONTRACT is made and entered into on the date last herein written by and between CITY OF BAYTOWN, hereinafter called DEPOSITOR, and CADENCE BANK, a Mississippi state banking corporation, hereinafter called BANK. I. QUALITY OF SERVICE OF BANK BANK hereby expressly agrees that it has at the time of the execution of this agreement, and shall have at all times throughout the term of the same, adequate organization, facilities, equipment and personnel to provide prompt and efficient service to DEPOSITOR. Whether the service provided by BANK satisfies this article shall be determined by DEPOSITOR at its sole discretion. II. DESIGNATED BANK CONTACT PERSONNEL BANK shall provide a list of contact personnel of BANK to provide depository services to DEPOSITOR as more particularly described in the Request for Applications, which is attached hereto as Exhibit "A." Additionally, BANK shall designate one officer of BANK who shall be responsible for overseeing DEPOSITOR's entire account and who shall serve as a liaison with DEPOSITOR's finance department. Should any contact personnel or officer designated pursuant to this article change at any time, DEPOSITOR shall promptly be assigned persons qualified to perform the duties of the previous personnel or officer and be notified of such change. III. DEPOSITOR'S EMPLOYEE CHECK -CASHING PRIVILEGES BANK hereby agrees to cash without charge to DEPOSITOR or its employees all payroll checks issued to DEPOSITOR's employees drawn on BANK after proper identification is presented by DEPOSITOR's employees, regardless of whether or not the employee has an account with BANK. IV. SERVICES NECESSARY TO MAINTAIN DEPOSITOR'S CASH MANAGEMENT SYSTEM BANK shall provide the necessary services in order for DEPOSITOR to maintain its cash management system, as it currently exists or is hereinafter modified. Such system entails the following: Bank Depository Contract, Page 1 All receipts, except for those for the Baytown Area Water Authority (BAWA) are credited to a single concentration account. 2. All disbursements are drawn as needed from the separate disbursement accounts (Payroll and Vendor) which are maintained at a zero balance. 3. BANK shall make daily transfers from the concentration account into each of the disbursement accounts to cover the checks presented that day for payment. 4. Receipts for BAWA are credited to their respective accounts. BANK agrees that DEPOSITOR may compensate BANK for the depository services with an earnings credit rate. This rate is a "managed" rate and is subject to change. Earnings credits accrue daily and are paid monthly on investable balances using a 365- day basis. 6. Bank shall invest excess balances in a Governmental Mutual Fund Money Market Sweep account which meets City of Baytown investment policy for the Public Funds Act. V. MINIMUM SERVICES AND PRODUCTS The services and products listed below shall be provided by BANK to DEPOSITOR for the purposes expressed by BANK under the terms and conditions herein stated. Notwithstanding anything to the contrary herein, the services and products listed below are subject to the BANK's account terms and service terms (as amended from time to time, the "Account Terms"). To the extent the terms and conditions herein stated conflict with the Account Terms, the Account Terms shall control. Concentration Account Account Description: DEPOSITOR requires, and BANK will provide, a cash concentration account into which all DEPOSITOR's receipts, except those for the BAWA account, will be deposited. The amount necessary to cover the checks presented in the zero balance accounts will be transferred from the concentration account on a daily basis. At the end of each day, the collected cash balance in the concentration account will be automatically invested overnight in a Governmental Mutual Fund Money Market Sweep account which meets the Public Funds Investment Act as herein above defined. Deposits: DEPOSITOR will make deposits to the concentration account at various times during the business day and will require BANK to give same -day credit on collectible funds BANK receives before 2:00 p.m. Deposits will not be encoded or Bank Depository Contract, Page 2 sorted. BANK agrees to credit the concentration account for all checks in accordance with BANK's availability schedule, which is attached hereto as Exhibit "B" and incorporated herein for all intents and purposes. Monthly Statement: BANK shall provide printed and electronic bank statements for the concentration account on a monthly basis within five (5) business days from the end of each month. The monthly statement will include return of all canceled checks, debit and credit memos, and deposit tickets. Returned items: BANK shall automatically redeposit returned items a second time. Wire Transfers Out: BANK shall periodically wire funds out of the concentration account to various vendors, paying agents and brokers upon telephone or internet instructions. BANK shall assign passwords or personal identification numbers to persons authorized by DEPOSITOR to make wire transfers. Wire transfers ordered by 2:00 p.m. and not received by the destination party by the close of the business day will be traced from origin to destination to ascertain the party responsible for delaying the transfer. If necessary, adjustments will be made for any lost interest or charges resulting from a failure to consummate a transfer. Wire Transfers In: BANK shall accept incoming wire transfers of funds for the sale of securities, interest payments and receipts from various governmental agencies, in accordance with the BANK's availability schedule. Account Inquiry: In the event the online access is not available, BANK shall provide DEPOSITOR timely, accurate information when DEPOSITOR telephones BANK to inquire about the ledger and collected balance in the concentration account. Vendor Zero Balance Account Use of Account: BANK shall provide a zero balance checking account from which all vendor disbursements will be paid. Checks: DEPOSITOR will provide the necessary check stock for this account. Monthly Statement: BANK shall provide printed and electronic bank statements in PDF file format for the vendor zero balance account on a monthly basis within five (5) business days after the end of the month. The monthly statements will include return of all canceled checks, debit and credit memos, and deposit tickets. Stop Payments: BANK shall issue stop payments upon telephone or internet communication from authorized DEPOSITOR's personnel. If the stop payment is issued by telephone, DEPOSITOR will provide written confirmation of the telephone transaction, and BANK will send DEPOSITOR written confirmation of Bank Depository Contract, Page 3 the stop payment. Payroll Zero Balance Account Use of Account: BANK shall provide a zero balance checking account from which all semi-monthly DEPOSITOR payroll checks will be written. Checks: DEPOSITOR will provide the necessary check stock for this account. Monthly Statement: BANK will provide printed and electronic bank statements in PDF file format for the vendor zero balance account on a monthly basis within five (5) business days after the end of each month. The monthly statements will include return of all canceled checks, debit and credit memos, and deposit tickets. Stop Payments: BANK shall issue stop payments upon telephone or internet communication from authorized DEPOSITOR's personnel. If the stop payment is issued by telephone, DEPOSITOR will provide written confirmation of the telephone transaction and BANK will provide written confirmation of the stop payment. Baytown Area Water Authority (BAWA) Operating Account Account Description: DEPOSITOR requires and BANK will provide a BAWA Operating account into which DEPOSITOR's receipts for BAWA will be deposited. At the end of each day, the collected cash balance in the BAWA account will be automatically invested overnight in a Governmental Mutual Fund Money Market Sweep account which meets the Public Funds Investment Act as herein above defined. Deposits: DEPOSITOR will make deposits to the BAWA account at various times during the business day and will require BANK to give same -day credit on collectible funds BANK receives before 2:00 p.m. Deposits will not be encoded or sorted. BANK agrees to credit the BAWA account for all checks in accordance with BANK's availability schedule, which is attached hereto as Exhibit "B" and incorporated herein for all intents and purposes. Monthly Statement: BANK shall provide printed and electronic bank statements for the BAWA account on a monthly basis within five (5) business days after the end of each month. The monthly statement will include return of all canceled checks, debit and credit memos, and deposit tickets. Returned items: BANK shall automatically redeposit returned items a second time. Wire Transfers Out: BANK shall periodically wire funds out of the BAWA account to Concentration Account, various vendors, paying agents and brokers upon Bank Depository Contract, Page 4 telephone or internet instructions. BANK shall assign passwords or personal identification numbers to persons authorized by DEPOSITOR to make wire transfers. Wire transfers ordered by 2:00 p.m. and not received by the destination party by the close of the business day will be traced from origin to destination to ascertain the party responsible for delaying the transfer. If necessary, adjustments will be made for any lost interest or charges resulting from a failure to consummate a transfer. Wire Transfers In: BANK shall accept incoming wire transfers of funds for the sale of securities, interest payments and receipts from various governmental agencies, in accordance with the 'BANK's availability schedule. Account Inquiry: In the event the service is not available, BANK shall provide DEPOSITOR timely, accurate information when DEPOSITOR telephones BANK to inquire about the ledger and collected balance in the BAWA Operating Account. VI. INVESTMENT SERVICES/COLLATERAL REQUIREMENTS Securities Pledged: As security for the deposits of DEPOSITOR, BANK shall pledge to DEPOSITOR securities equal to the balances DEPOSITOR maintains in BANK, (plus accrued interest if any), less applicable FDIC coverage, plus applicable margin (gross -up), if any. Securities may be reduced with the written consent of the DEPOSITOR to the extent that such deposits exceed the sum of the Federal Deposit Insurance Corporation's insurance limitation, provided, however, BANK shall not be required to obtain written consent from DEPOSITOR in the event this Agreement terminates, and BANK submits a request to the Federal Reserve Bank to close the joint -custody account and return the collateral to DEPOSITOR. Securities pledged for collateral, including certificates of deposit, demand deposits, and other evidence of deposit; and U.S. Treasury Bills, Notes, and Bonds with a remaining maturity of three (3) years or less shall be collateralized at one hundred two percent (102%) of market value. The securities so pledged, the amounts thereof and the time for pledging same must satisfy the requirements of Chapter 105 of the Texas Local Government Code. DEPOSITOR will accept as collateral for its certificates of deposit and demand deposits only those securities identified by Section 2256.009(a)(1) and (4) of the Public Funds Investment Act of 1989 as eligible investments. Additionally, U.S. Treasury securities shall be the primary securities accepted as collateral. These items constitute the only acceptable means of collateralizing DEPOSITOR's deposits. Repurchase agreements are not acceptable as collateral to DEPOSITOR. The securities must be held in safekeeping by the third -party Trustee, First Horizon Bank. BANK has heretofore or will promptly hereafter deliver to thethird party Trustee First Horizon Bank, hereinafter referred to as "Safekeeping Bank," collateral of the kind and character above mentioned of sufficient amount and market value to provide adequate collateral for the funds Bank Depository Contract, Page 5 of DEPOSITOR deposited with BANK. Said collateral or substitute collateral, as hereinafter provided for, shall be kept and retained by the Safekeeping Bank in trust so long as depository relationship between DEPOSITOR and BANK shall exist hereunder, and thereafter so long as deposits made by DEPOSITOR with BANK, or any portion thereof, shall have not been properly paid out by BANK to DEPOSITOR or on its order. Reporting Requirements: BANK shall provide DEPOSITOR a report of securities pledged on a monthly basis or at any time requested by the City Manager, Finance Director, Treasurer, or a designated representative. This report should reflect the following information as of the end of each month and be delivered to DEPOSITOR by the tenth (loth) day of each month. Total pledged securities itemized by: ➢ Name ➢ Type/Description/Cusip Number ➢ Par Value ➢ Current Market Value ➢ Maturity Date ➢ Moody's and/or Standard & Poor's Ratings, if available Safekeeping Requirements: The securities pledged shall be held in safekeeping by a separate and different bank other than depository bank. The original copy of all safekeeping receipts shall be filed with the Finance Director of DEPOSITOR. DEPOSITOR will reimburse depository bank for safekeeping charges, if any. The safekeeping agreement and the name of the Safekeeping Bank used in this depository agreement is attached hereto as Exhibit "D", which is attached hereto and incorporated herein for all intents and purposes. Neither the safekeeping agreement nor the Safekeeping Bank shall be changed or replaced without the prior express written consent of the City Manager. Collateral Substitutions: Any substitutions of the securities or reductions in the total amount pledged may be made only by and with proper written authorization approved by the City Manager, the Director of Finance, Treasurer, or a designated representative; provided, however, the aggregate market value of all collateral pledged hereunder shall be at least equal to the amount of collateral required hereunder. If at any time the aggregate market value of such collateral so deposited with the Safekeeping Bank is less than the total sum of the DEPOSITOR's funds on deposit with said bank, BANK shall immediately deposit with the Safekeeping Bank such additional collateral as may be necessary to cause the market value of such collateral to equal the total amount of required collateral. The DEPOSITOR will inform the BANK of changes in the amount or activity of deposits that may exceed the DEPOSITOR's collateral value within a reasonable time before the change occurs. In the case of a reduction, BANK must provide in writing that collateral will be available when needed to meet normal DEPOSITOR balance increases throughout the year. DEPOSITOR will advise the BANK as to the acceptability of pledged collateral. Any state or local government bonds pledged must have a rating of at least A or Al or better by Moody's Investor Services or Standard & Poor's Corporation. Bank Depository Contract, Page 6 The Safekeeping Bank shall promptly forward to DEPOSITOR copies of safekeeping or trust receipts covering all such collateral held for BANK, including substitute collateral as provided for herein. Safekeeping/Wire Services: The third -party Safekeeping Bank must be a subscriber to the Federal Security Wire System. VII. OTHER REQUIRED SERVICES Account Analysis: DEPOSITOR requires that a monthly account analysis for each account be presented to DEPOSITOR within fifteen (15) business days of the end of the month. The account analysis must show, at a minimum, the following information: a. Account number, b. Period covered, C. Average ledger balance, d. Average collection balance, e. Services rendered (including type of service and quantity), f. Per unit cost of each service, g. Total cost per service, h. Total cost of all services rendered, i. Total required balances for services rendered, and j. Earnings credit amount. Direct Deposit: BANK is required to produce biweekly payroll transfers from a PDF file furnished by DEPOSITOR in ACH format for transfer of funds directly to each of the DEPOSITOR's employee's bank, savings and loan, or credit union account if such employee has subscribed to the automatic payroll deposit service offered by the DEPOSITOR. Direct Draft: BANK is required to process direct drafts from DEPOSITOR customer accounts furnished by DEPOSITOR in standard NACHA file format for transfer of funds directly into the DEPOSITOR's concentration account. Positive Pay: BANK is required to provide positive pay service. Lockbox Service: BANK is required to provide lockbox services for utility billing payments. VIII. TERM DEPOSITOR, through action of its governing body, hereby designates BANK as a depository for the period beginning upon the execution of this Agreement by the City Manager and continuing through September 30, 2024, unless sooner terminated by DEPOSITOR or BANK, and may be extended under the same terms and conditions at the sole election of DEPOSITOR for a period of time not to exceed two one-year terms commencing after the expiration of the initial Bank Depository Contract, Page 7 term. Nothing contained herein, however, shall obligate DEPOSITOR during the extension period to renew and/or relet a depository contract with BANK. IX. DESIGNATION OF DEPOSITOR'S AUTHORIZED PERSONNEL During the term of this depository contract, DEPOSITOR will, through appropriate action of its governing body, designate the officer or officers who individually or jointly will be authorized to represent and act on behalf of DEPOSITOR in any and all matters of every kind arising under this depository contract. X. BANK'S COMPENSATION BANK will be compensated for any and all services rendered to DEPOSITOR under this depository contract. DEPOSITOR will pay for all services rendered for all accounts except the BAWA account by debit to the concentration account. DEPOSITOR will pay for services rendered for the BAWA account by debit to the respective BAWA account. The service cost to be reimbursed shall be taken directly from the required monthly account analysis. BANK will be compensated in accordance with the unit costs submitted by BANK in the Bid Form. XI. BANK'S BREACH OF FAILURE TO PAY Should BANK fail at any time to pay and satisfy when due any check, draft or voucher lawfully drawn against any deposit and the interest on such deposits, or in any manner breach its contract with DEPOSITOR, DEPOSITOR shall give written notice of such failure or breach to BANK, and BANK shall have three (3) business days to cure such failure or breach. In the event BANK shall fail to cure such failure or breach within three (3) business days or should BANK be declared insolvent by a federal bank regulatory agency, it shall be the duty of the Safekeeping Bank, upon demand of DEPOSITOR (supported by proper evidence of any of the above -listed circumstances), to surrender the above -described collateral to DEPOSITOR. DEPOSITOR may sell all or any part of such collateral and out of the proceeds thereof pay DEPOSITOR all damages and losses sustained by it, together with all expenses of any and every kind incurred by it on account of such failure or insolvency, or sale, accounting to BANK for the remainder, if any, of said proceeds or collateral remaining unsold. Any sale of such collateral, or any part thereof, made by DEPOSITOR hereunder may be either at public or private sale; provided, however, it shall give to both the Safekeeping Bank and BANK two (2) hour's notice of the time and place where such sale shall take place; and such sale shall be to the highest bidder therefor for cash. DEPOSITOR and BANK shall have the right to bid at such sale. Bank Depository Contract, Page 8 XII. TERMINATION DEPOSITOR shall have the right to terminate this Agreement prior to the expiration date by advance written notice to the other of its election to do so, and this Agreement shall be void from and after the expiration of ninety (90) days after the receipt of such notice, provided all provisions of this agreement have been fulfilled. However, DEPOSITOR may, pursuant to Article XI herein, terminate this contract if BANK breaches this Agreement. A breach of this Agreement shall include, but not be limited to: (a) the failure, closure or forced reorganization of BANK during the term of this agreement or (b) the violation of any provision of this Agreement. XIII. RELEASE By this Agreement, the DEPOSITOR does not consent to litigation or suit, and the DEPOSITOR hereby expressly revokes any consent to litigation that it may have granted by the terms of this Agreement or any other contract or agreement, any charter, or applicable state law. Nothing herein shall be construed so as to limit or waive the DEPOSITOR's sovereign immunity. The BANK assumes full responsibility for its services performed hereunder and hereby releases, relinquishes and discharges the DEPOSITOR, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, that is caused by or alleged to be caused by, arising out of, or in connection with the BANK's services to be performed hereunder. This release shall apply with respect to the BANK's services regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance, but shall have no effect on (a) DEPOSITOR's obligations under Article X (Bank's Compensation) or (b) BANK's ability to enforce its rights under said Article X. Notwithstanding anything contrary in this Agreement, including, but not limited to, the preceding paragraph of this Article XIII: a. Bank is entitled to rely upon, and will not incur liability to DEPOSITOR as a result of, acting in accordance with instructions that (i) BANK receives from DEPOSITOR regarding the services provided by BANK under this Agreement and (ii) are in accordance with any applicable security procedures that have been established pursuant to this Agreement or BANK's Account Terms. b. Neither DEPOSITOR nor BANK shall be liable for incidental, indirect, special, consequential, or punitive damages, regardless of the form of action and even if the party has been advised of the possibility of such damages. XIV. RELEASE OF SAFEKEEPING BANK BY DEPOSITOR When the relationship of DEPOSITOR and BANK shall have ceased to exist between DEPOSITOR and BANK, and when BANK shall have properly paid out all deposits of DEPOSITOR, it shall be the duty of DEPOSITOR to give the Safekeeping Bank certificates to that effect; whereupon the Safekeeping Bank shall, with the approval of DEPOSITOR, redeliver Bank Depository Contract, Page 9 to BANK all collateral then in its possession belonging to BANK taking this receipt therefor. An order in writing to said Safekeeping Bank by DEPOSITOR and a receipt for such collateral by BANK shall be a full and final release of the Safekeeping Bank of all duties and obligations undertaken by it by virtue of these presents. XV. SALE OF INTEREST BANK may not sell or assign all or part interest in this depository contract without the express written approval of the City Manager of such sale or assignment. DEPOSITOR may require any records or financial statements necessary in its opinion to ensure such sale or assignment will be in the best interest of DEPOSITOR. Notwithstanding anything to the contrary herein, BANK may assign this Agreement without the prior written consent of DEPOSITOR to a successor in interest in connection with a merger, reorganization, consolidation or a disposition of a particular business to which this Agreement relates, and may assign this Agreement to an affiliate or subsidiary. In the event of an assignment, BANK shall notify the DEPOSITOR, and the DEPOSITOR shall have the right to terminate this Agreement. XVI. NOTICES All notices required to be given hereunder shall be given in writing either by telecopier, overnight, or facsimile transmission, certified or registered mail at the respective addresses of the parties set forth herein or at such other address as may be designated in writing by either party. Notice given by mail shall be deemed given three (3) days after the date of mailing thereof to the following addresses: BANK Cadence Bank, N.A. Attn: Amy Wills 1333 West Loop South, Suite 18001-Iouston, TX 77027 Email: treasurymanagement@cadencebank.com DEPOSITOR City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522-0424 Fax No. 281-420-6586 Bank Depository Contract, Page 10 With copy to: City of Baytown Attn: Director of Finance P.O. Box 424 Baytown, TX 77522-0424 Fax No. 281-781-2477 XVII. NON -WAIVER Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. XVIII. GOVERNING LAW; VENUE This Agreement shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas and the City of Baytown, regardless of the place of its execution or performance. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. XIX. SEVERABILITY All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. XX. NO RIGHT TO ARBITRATION Notwithstanding anything to the contrary contained in this Agreement, DEPOSITOR and BANK hereby agree that no claim or dispute between DEPOSITOR and BANK arising out of or relating to this Agreement shall be decided by any arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable state arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that in the event that DEPOSITOR is subjected to an arbitration proceeding notwithstanding this provision, BANK consents to be joined in the arbitration proceeding if BANK's presence is required or requested by DEPOSITOR for complete relief to be recorded in the arbitration proceeding. Bank Depository Contract, Page 11 XXI. ENTIRE CONTRACT; PRIORITY OF DOCUMENTATION This Agreement, which consists of this DEPOSITORY CONTRACT and the Exhibits hereto, contains all the agreements of the parties relating to the subject matter hereof and is the full and final expression of the agreement between the parties. This Agreement may be amended (to provide for additional services or otherwise), assigned or subcontracted only by a document executed by both parties. Any attempt to amend, assign or subcontract this Agreement in violation of this subsection will be null and void. All Exhibits hereto are incorporated into and made part of this Agreement. In the event of any inconsistency among this DEPOSITORY CONTRACT and the Exhibits, they shall control in the following order of priority: Exhibit A — Request for Application and BANK Application Form Exhibit B — Funds Availability Schedule Exhibit C — Commercial Account Agreement Exhibit D — Custody & Safekeeping Agreement Exhibit E — U.S. Cash Concentration Service Terms Exhibit F — Pledge Agreement Form & Instructions (TriParty Agreement) Exhibit G — Banking Resolutions Exhibit H — Commercial Signature Card Exhibit I — Texas Government Code Verifications XXII. AMBIGUITY In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. XXIII. AUTHORITY The officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he/she represents. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same Agreement on the 20th day of January, 2022, the date of execution by the City Manager of the City of Baytown. Cadence Bank Katrina Michalk ( ignature) EVP Treasury Management Bank Depository Contract, Page 12 CITY OF BAYTOWN RICHARD L. DAVIS, City Manager ATTEST: ANGELA JACKSON, City Clerk APPROVED AS TO FORM: KAREN L. HORNER, City Attorney R: Trevorlcontracts-Cadence.Cadence contract 1.0.doc Bank Depository Contract, Page 13 EXHIBIT ,,,o,,, — CADENCE CERTIFICATION OF BENEFICIAL OWNERS OF � LEGAL ENTITY CUSTOMERS BANK 1. GENERAL INSTRUCTIONS What is this form? To help the government fight financial crime, Federal regulation required certain financial institutions to obtain, verify, and record information about the beneficial owners of legal entity customers. Legal entities can be abused to disguise involvement in terrorist financing, money laundering, tax evasion, corruption, fraud, and other financial crimes. Requiring the disclosure of key individuals who own or control a legal entity (i.e. the beneficial owners) helps law enforcement investigate and prosecute these crimes. Who has to complete this form? This form must be completed by the person opening the new account on behalf of a legal entity with any of the following U.S. financial institutions: (i) a bank or credit union; (ii) a broker or dealer in securities; (iii) a mutual fund; (iv) a futures commission merchant; or (v) an introducing broker in commodities. For purposes of this form, a legal entity includes a corporation, limited liability company, or other entity that is created by a filing of a public document with a Secretary of State or similar office, a general partnership, and any similar business entity formed in the United States or a foreign country. Legal entity does not include sole proprietorships, unincorporated associations, or natural persons opening accounts on their own behalf. What information do I have to provide? This form requires you to provide the name, address, date of birth and Social Security number (or passport number or other similar information, in the case of foreign persons) for the following individuals (i.e., the beneficial owners): (i) Each individual, if any, who owns, directly or indirectly, 25 percent of more of the equity interests if the legal entity customer (e.g., each natural person that own 25 percent or more of the shares of a corporation); and (ii) An individual with significant responsibility for managing the legal entity customer (e.g., a Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, or Treasurer). The number of individuals that satisfy this definition of "beneficial owner" may vary. Under section (i), depending on factual circumstances, up to four individuals (but as few as zero) may need to be identified. Regardless of the number of individuals identified under section (i), you must provide the identifying information of one individual under section(ii). It is possible that in some circumstances the same individual might be identified under both sections (e.g., the President of Acme, Inc. who also holds a 30% equity interest). Thus, a completed form will contain the identifying information of at least one individual (under section ii), and up to five individuals (i.e., one individual under section (ii) and four 25 percent equity holders under section (i)). The financial institution may also ask to see a copy of the driver's license or other identifying document for each beneficial owner listed on this form. 2. CERTIFICATION OF BENEFICIAL OWNER(S) Persons opening an account on behalf of a legal entity must provide the following information: a. Name and Title of Natural Person Opening/Updating Account: b. Name and Address of Legal Entityfor Which the Account is Being Opened/Updated: c. The following information for each individual, if any, who, directly or indirectly, through any contract understanding, arrangement or otherwise, owns 25 percent or more of the equity interests of the legal entity above: Beneficial Owners is U.S Persons Name Date of Birth Address (Residential or Business Street Address) Social Security Number ID Type (Dt Passport, Etc) ID Number Issued By (State/U.S.) Issue Date Expiration Date - % of Ownership Beneficial Owner(s) is Foreign Persons Name Date of Birth Address (Residential or Business Street Address) Passport Number and Country of Issuance (or other similar Identification number) % of Ownership d. The following information for one individual with significant responsibility for managing the legal entity listed above, such as: i. An executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President Vice President Treasurer), or ii. Any other individual who regularly performs similar functions. Responsible Party is U.S Persons Date of Address Social Security ID Type Issued By Expiration Name Birth (Residential or Business Street Address) Number (Dt Passport ID Number (State/U.S.) Issue Date Date Etc.) Etc.) Responsible Party is Foreign Persons _ Name Date of Address Passport Number and Country of Issuance Birth (Residential or Business Street Address) (or other similar Identification number) I, (name), the information provided above is complete and correct. Signature: Date: (title), hereby certify, to the best of my knowledge, that *In lieu of passport number, foreign persons may also provide an alien identification card number, or number and country of issuance of any other government -issued document evidencing nationally or residence and bearing a photograph or similar safeguard. - CADENCE Dynamic Customer Insight BANK Questionnaire Know Your Account Business Name: Click or tap here to enter text. Tax ID Number: Click or tap here to enter text. Account Opening 1. What type of account is being opened? Choose an item. a. If other, describe. Click or tap here to enter text. 2. What is the channel for opening the account? Choose an item. a. If other, describe. Click or tap here to enter text. 3. For what purposes will the business be using this account? Choose an item. a. If other, describe. Click or tap here to enter text. 4. Choose the source of initial account funding. Choose an item. a. If other, describe. Click or tap here to enter text. b. How much of the initial account funding is in currency? Choose an item. 5. What are the sources of funds for the initial deposit? Choose an item. a. If other, describe. Click or tap here to enter text. Cash 1. Does the customer anticipate depositing or withdrawing cash through this account? Choose an item. If no, proceed to Wire Activity section. If yes, complete the following Cash questions. Additional Cash Questions 2. Will cash transactions be incoming, outgoing or both? Choose an item. a. What is the expected monthly volume of incoming cash transactions? Choose an item. i. Please explain the purpose of the incoming cash activity. Click or tap hereto enter text. b. What is the expected monthly volume of outgoing cash transactions? Choose an item. i. Please explain the purpose of the outgoing cash activity. Click or tap here to enter text. 3. Is there any seasonal period that your business experiences significant spikes in cash sales, such as the holiday season? Choose an item. a. Please describe these times of year, the purpose, and the nature of the increase. Click or tap here to enter text. Wire Activity 1. Does the customer anticipate using this account to send or receive wires? Choose an item. If no, proceed to Monetary Instruments section. If yes, complete the following Wire Activity questions. Additional Wire Activity Questions 2. Will the customer use this account to receive incoming wires? Choose an item. Page 1 of 2 Date Created 4/2019 - CADENCE Dynamic Customer Insight 9 A N K Questionnaire Know Your Account a. What is the expected monthly volume of incoming international wires? Choose an item. i. What is the purpose of the incoming international wires? Choose an item. 1. If other, describe. Click or tap here to enter text. b. What is the expected monthly volume of incoming domestic wires? Choose an item. i. What is the purpose of the incoming domestic wires? Choose an item. 1. If other, describe. Click or tap here to enter text. 3. Will the customer use this account to send outgoing wires? Choose an item. a. What is the expected monthly volume of outgoing international wires? Choose an item. i. What is the purpose of the outgoing international wires? Choose an item. 1. If Other, describe. Click or tap here to enter text. b. What is the expected monthly volume of outgoing domestic wires? Choose an item. i. What is the purpose of the outgoing domestic wires? Choose an item. 1. If Other, describe. Click or tap here to enter text. 4. To/from which countries will international wires be sent/received? Choose an item. a. If other, describe. Click or tap here to enter text. Monetary Instruments 1. Does the customer anticipate using this account to purchase Monetary Instruments? Choose an item. If no, proceed to RCC section. If yes, complete the following Monetary Instruments questions. Additional Monetary Instruments Questions 2. Please describe the purpose for purchasing bank Monetary Instruments. Choose an item. a. If Other, describe. Click or tap here to enter text. Remotely Created Check (RCC) Deposits 1. Does the customer deposit remotely created checks? Choose an item. If no, do not complete the following RCC questions. Additional RCC Questions 2. What is your purpose for depositing RCCs? Choose an item. 3. Please describe your client base. Click or tap here to enter text. Page 2 of 2 Date Created 4/2019 Dynamic Customer Insight CADENCE BANK Questionnaire Know Your Account Business Name: Click or tap here to enter text. Tax ID Number: Click or tap here to enter text. Account Opening 1. What type of account is being opened? Choose an item. a. If other, describe. Click or tap here to enter text. 2. What is the channel for opening the account? Choose an item. a. If other, describe. Click or tap here to enter text. 3. For what purposes will the business be using this account? Choose an item. a. If other, describe. Click or tap here to enter text. 4. Choose the source of initial account funding. Choose an item. a. If other, describe. Click or tap here to enter text. b. How much of the initial account funding is in currency? Choose an item. 5. What are the sources of funds for the initial deposit? Choose an item. a. If other, describe. Click or tap here to enter text. Cash 1. Does the customer anticipate depositing or withdrawing cash through this account? Choose an item. If no, proceed to Wire Activity section. If yes, complete the following Cash questions. Additional Cash Questions 2. Will cash transactions be incoming, outgoing or both? Choose an item. a. What is the expected monthly volume of incoming cash transactions? Choose an item. i. Please explain the purpose of the incoming cash activity. Click or tap hereto enter text. b. What is the expected monthly volume of outgoing cash transactions? Choose an item. i. Please explain the purpose of the outgoing cash activity. Click or tap hereto enter text. 3. Is there any seasonal period that your business experiences significant spikes in cash sales, such as the holiday season? Choose an item. a. Please describe these times of year, the purpose, and the nature of the increase. Click or tap here to enter text. Wire Activity 1. Does the customer anticipate using this account to send or receive wires? Choose an item. If no, proceed to Monetary Instruments section. If yes, complete the following Wire Activity questions. Additional Wire Activity Questions 2. Will the customer use this account to receive incoming wires? Choose an item. Page 1 of 2 Date Created 4/2019 CADENCE Dynamic Customer Insight BANK Questionnaire Know Your Account a. What is the expected monthly volume of incoming international wires? Choose an item. i. What is the purpose of the incoming international wires? Choose an item. 1. If other, describe. Click or tap here to enter text. b. What is the expected monthly volume of incoming domestic wires? Choose an item. i. What is the purpose of the incoming domestic wires? Choose an item. 1. If other, describe. Click or tap here to enter text. 3. Will the customer use this account to send outgoing wires? Choose an item. a. What is the expected monthly volume of outgoing international wires? Choose an item. i. What is the purpose of the outgoing international wires? Choose an item. 1. If Other, describe. Click or tap here to enter text. b. What is the expected monthly volume of outgoing domestic wires? Choose an item. i. What is the purpose of the outgoing domestic wires? Choose an item. 1. If Other, describe. Click or tap here to enter text. 4. To/from which countries will international wires be sent/received? Choose an item. a. If other, describe. Click or tap here to enter text. Monetary Instruments 1. Does the customer anticipate using this account to purchase Monetary Instruments? Choose an item. If no, proceed to RCC section. If yes, complete the following Monetary Instruments questions. Additional Monetary Instruments Questions 2. Please describe the purpose for purchasing bank Monetary Instruments. Choose an item. a. If Other, describe. Click or tap here to enter text. Remotely Created Check (RCC) Deposits 1. Does the customer deposit remotely created checks? Choose an item. If no, do not complete the following RCC questions. Additional RCC Questions 2. What is your purpose for depositing RCCs? Choose an item. 3. Please describe your client base. Click or tap here to enter text. Page 2 of 2 Date Created 4/2019 - CADENCE NEW ACCOUNT WORKSHEET Treasury Management DOC NO: TM-NA-WS-01 BANK SINGLE ENTITY REV: 04 Legal Name of Business/Organization: Alternate Legal Name (DBA), If applicable: Company Tax ID No (TIN): Physical Address: Mailing Address (If Different): Nature of Business: Entity Formation Date: Entity Formation State: Primary Contact Name: Primary Contact Email: Account Title (e.g., Operating or Security Account): Account 1(Title) Account 2 (Title) Account 3 (Title) Account 4 (Title) Type of Entity: Business Phone: Account 5 (Title) ❑Corporation ❑ Partnership (GP, LP or LLP) ❑ Unincorporated Association/Organization/Non-Profit ❑ Limited Liability Company ❑ Sole Proprietorship ❑ Public Funds and Government Units ❑ Financial Institution ❑ If other, describe: ❑ Publicly Traded, provide Stock Symbol: AUTHORIZED SIGNER AUTHORIZED Legal Name: Legal Name: (Last First Middle) (Last First, Middle) Officer Title: Officer Title: DOB: Business Ph: DOB: Business Ph: ID Type and #: Issued By (State): ID Type and #: Issued By (State): Issue Date: Exp. Date: Issue Date: Exp. Date: AUTHORIZEDO• Legal Name: Legal Name: (Last, First, Middle) (Last, First Middle) Officer Title: Officer Title: DOB: Business Ph: DOB: Business Ph: ID Type and #: Issued By (State): ID Type and #: Issued By (State): Issue Date: Exp. Date: Issue Date: Exp. Date: Will a Facsimile Signature be used? ❑ Yes ❑ No If yes, which signers? Certifier:' ' Individual who can attest that the named authorized signers above can execute the transaction on behalf of the company Account 1: Account 2: Account 3: Account 4: Account 5: Account Number: Account Type: Relationship Mgr.: Cost Ctr: NAICS: ❑ Specialized Industry, describe: TMO: Last Updated:01/2020 P a g e 1 1 3 NEW ACCOUNT WORKSHEET Treasury Management - CADENCE DOC NO: TM-NA-WS-01 B A N K SINGLE ENTITY REV: 04 ADDITIONAL AUTHORIZED SIGNERS AUTHORIZED•• Legal Name: Legal Name: (Last, First, Middle) (Last First, Middle) Officer Title: Officer Title: DOB: Business Ph: DOB: Business Ph: ID Type and #: Issued By (State): ID Type and #: Issued By (State): Issue Date: Exp. Date: Issue Date: Exp. Date: Legal Name: (Last First Middle) Officer Title: DOB: Business Ph: ID Type and #: Issued By (State): Issue Date: Exp. Date: Legal Name: (Last First Middle) Officer Title: DOB: Business Ph: ID Type and #: Issued By (State) Issue Date: Exp. Date: Legal Name: (Last, First Middle) Officer Title: DOB: Business Ph: ID Type and #: Issued By (State): Issue Date: Exp. Date: Legal Name: (Last, First Middle) Officer Title: DOB: Business Ph: ID Type and #: Issued By (State): Issue Date: Exp. Date: Will a Facsimile Signature be used? ❑ Yes ❑ No If yes, which signers? Certifier:' ' Individual who can attest that the named authorized signers above can execute the transaction on behalf of the company ADDITIONAL ACCOUNTS Account Title (e.g., Operating or Security Account): Account 6 (Title): Account 7 (Title): Account 8 (Title): Account 9 (Title): Account 10 (Title): Account 6: Account 7: Account 8: Account 9: Account 10: Account Number: Account Type: TMO: Last Updated:01/2020 P a g e 2 13 - CADENCE NEW ACCOUNT WORKSHEET Treasury Management DOC NO: TM-NA-WS-01 BANK SINGLE ENTITY REV: 04 Required Documentation by Entity Type Campaign / Political Action Committee (PAC): Memorial / Benefit: ❑ Agency Agreement (If Applicable) ❑ TIN of Trustee's ❑ Articles of Organization (PACoccounts) ❑ Letter of Instruction for Deposits ❑ Meeting Minutes, Bylaws, or Charter Partnership - General (GP), Limited (LP), and Limited Liability (LLP): ❑ Resolution/Designation of Campaign Treasurer and Authorization ❑ Partnership Agreement ❑ State Office — Candidate's TIN ❑ Partnership Resolution ❑ Federal Office — Campaign/PAC EIN ❑ Certificate of Partnership (if applicable) Corporation: ❑ Assumed Name Certificate (DBA-if applicable) One of the following: ❑ Secretary of State LLP status acknowledgment letter (if applicable) ❑ Articles of incorporation Public Funds and Government Units: ❑ Certificate of Association (For prof. associations) ❑ Letter of instructions from the government entity ❑ Certificate of Incorporation Representative Payee: ❑ Meeting Minutes ❑ TIN of Beneficial Owner ❑ Corporate Resolution ❑ Letter from Social Security Administration or VA ❑ Assumed Name Certificate (If Applicable) Sole Proprietorship: Estate: ❑ Sole Proprietorship Resolution (if there is a non -spousal signer) One of the following: ❑ Business Address on File ❑ Letters of Testamentary ❑ Assumed Name Certificate (DBA) ❑ Letters of Administration Texas Uniform Transfer of Minors Account (TUTMA): Guardianship: ❑ TIN of Minor ❑ TIN of Beneficial Owner Trust: ❑ Letter of Guardianship or Order Appointing Guardian ❑ EIN of Trust Interest on Lawyer Trust Account (IOLTA): ❑ TIN of Grantor ❑ State Bar Foundation EIN ❑ Trust Certification ❑ Attorney / Law Firm EIN ❑ Excerpts of Trust Agreement ❑ IOLTA Notice to Financial Institution Form Unincorporated Association / Organization / Non -Profit: ❑ Power of Attorney for IOLTA ❑ Meeting Minutes, Bylaws, or Charter ❑ All standard documents for business entity type ❑ Lodge, Association or other similar Resolution Limited Liability Company (LLC): ❑ Non -Profit IRS determination letter (If Applicable) ❑ Certificate or Articles of Organization ❑ All standard documents for business entity type ❑ Operating Agreement ❑ Limited Liability Company Resolution ❑ Assumed Name Certificate (If Applicable) Last Updated:01/2020 P a g e 3 13 EXHIBIT "B" Cadence Bank uses the standard Federal Reserve Bank Float schedule. The Bank settles twice a day for same day processing. The below grid defines Routing & Transit classification in which Tier settlement occurs. Tier 4 are remote low volume Financial Institution's throughout the United States where they do not have a Correspondent Relationship with a large Commercial Bank to settle, creating a higher cost for Tier 4, but Availability is the same 1 Day. 1 Day defined — any non On -Us check with any of the previous 12 Fed District RTN's deposited on Monday Business Day, must be "Available" at end of day Tuesday. This occurs when each Bank Core applications end of day (EOD) cycle is completed. FedReturn® Premium Daily Fee A Routing Number Tier Listing Effective January 3, 2017 Criteria for Determining Tier Assignments All of the routing numbers (RTs) for a given financial institution reside in the same tier. The tier assignment for each institution is determined by its average daily receipt volume processed by the Reserve Banks during a sample period, as follows: Tier Average Daily Return Receipt Volume 0 * See explanation below 1 Over 1,500 items/day 2 500 -1,500 items/day 3 100 - 500 items/day 4 Less than 100 items/day * Tier 0 consists of financial institutions less than 10% of whose Reserve Bank return receipt volume is deposited with the Reserve Banks by Select Mixed / Premium Daily Fee depositors. Routing numbers not listed default to Tier 4. Items that need to be presented as PDFs or substitute checks will be charged the PDF endpoint or substitute check endpoint per -item fee respectively. EXHIBIT "C" DEPOSIT ACCOUNT AGREEMENT Table of Contents Introduction...........................................................................................1 Article A: Definitions..............................................................................2 Article B: General Account Terms..........................................................4 1. New Account Opening Identification......................................................4 2. New Account Verification; Fair and Accurate Credit Transactions Act ....4 3. Tax Information...................................................................................... 5 4. OFAC Compliance...................................................................................5 5. Authorization to Pay and Debit the Account .......................................... 6 6. Multiple Party and Joint Accounts......................................................... 6 7. Payable on Death Accounts.................................................................... 7 B. Uniform Transfer to Minors Act (UTMA) Accounts ................................ 7 9. Fiduciary Accounts................................................................................. 8 10. Business/Organization Accounts and Authorized Representatives ...... 8 11. Special State Provisions and Disclosures..............................................8 12. Assignment of Account........................................................................ 10 13. Account Transferability........................................................................ 10 14. Powers of Attorney............................................................................... 10 15. Service Charges; Other Charges......................................................... 11 16. Interest; Interest Reporting................................................................. 11 17. Illegal Transactions..............................................................................12 18. Closing Your Account........................................................................... 12 19. Helping to Prevent Fraud.....................................................................13 Article C: Account Statements..............................................................13 1. Periodic Account Statements...............................................................13 2. Mailing and Availability........................................................................ 14 3. Errors; Unauthorized Transactions and Forgeries .............................. 14 4. Record Retention..................................................................................15 Article D: Payment of Items; Account Transactions..............................16 1. Signatures; Facsimile Signatures........................................................16 2. Check Signature Verification................................................................ 16 3. Items Not Bearing Your Signature.......................................................16 4. Order of Payment.................................................................................17 5. Insufficient Available Balance and Overdrafts.....................................19 6. Overdraft Protection Plans...................................................................20 7. Stop Payment Orders........................................................................... 21 8. Stale and Postdated Checks and Checks Bearing Notations .............. 21 9. Check Cashing for Non-Customers..................................................... 22 10. Payment of Lost Check........................................................................ 22 Article E: Deposits, Collections and Withdrawals................................22 1. Deposits................................................................................................22 2. Collection as Agent.............................................................................. 23 3. Check Endorsement Standards...........................................................24 4. Foreign Items and Currencies............................................................. 24 5. ATM Depositories, Night Depositories, Direct Deposit, andDeposit by Mail..............................................................................24 6. Chargebacks........................................................................................ 24 7. Error Correction................................................................................... 25 8. Withdrawals......................................................................................... 25 9. Restrictions on Withdrawals................................................................25 10. Conflicting Demands/Disputes............................................................26 11. Legal Process....................................................................................... 26 Article F: Fund Transfer Services.........................................................27 1. Wire Transfers...................................................................................... 27 2. Receiving Funds Transfers................................................................... 29 3. ACH Debits and Credits........................................................................ 29 4. Specific Provisions for Commercial Funds Transfers ......................... 30 Article G: Specific Rules for Time Deposits..........................................30 1. Time Deposit Terms.............................................................................30 2. Interest................................................................................................. 30 3. Annual Percentage Yield......................................................................30 4. Automatic Renewal..............................................................................30 5. Time Deposit Maturity Notice.............................................................. 31 6. Grace Period.........................................................................................31 7. Renewal Confirmation Notice.............................................................. 31 8. Early Withdrawal.................................................................................. 31 9. Early Withdrawal Penalty..................................................................... 31 10. Multiple Ownership..............................................................................31 11. Transferability and Negotiability.......................................................... 32 12. Reporting Interest Earned................................................................... 32 13. Additional Deposits.............................................................................. 32 Article H: Dispute Resolution...............................................................32 1. Arbitration Procedure.......................................................................... 32 2. WAIVER OF CLASS ACTION IN ARBITRATION ..................................... 35 3. WAIVER OF JURY TRIAL....................................................................... 35 4. Attorneys' Fees.....................................................................................35 Article I: Additional Provisions.............................................................35 1. Applicable Law..................................................................................... 35 2. Conflicts............................................................................................... 35 3. Unclaimed Property - Accounts Presumed Abandoned or Inactive ... 36 4. Set Off; Grant of Security Interest........................................................ 36 5. Waivers.................................................................................................37 6. Other Services...................................................................................... 37 7. Severability...........................................................................................37 8. Our Rights............................................................................................ 38 9. Indemnification; Waiver of Consequential and Other Damages ......... 38 10. Telephone Calls: Calling, Monitoring and Recording .......................... 39 11. Release of Information......................................................................... 39 12. Force Majeure......................................................................................39 13. Entire Agreement................................................................................. 39 Article J: Electronic Fund Transfer Disclosure for Consumer Accounts.............................................................................40 1. Types of Available Transfers................................................................ 40 2. Your Liability for Unauthorized Transfers ............................................ 40 3. Cadence Bank Business Days..............................................................41 4. Telephone Number and Address in Event of Lost, Stolen or Compromised Device, or Unauthorized Transfer ................................ 41 5. Your Documentation of Transfers........................................................ 41 6. Our Liability for Failure to Make Transfers .......................................... 41 7. Disclosure of Information to Third Parties .......................................... 42 8. Your Right to Stop Payment on Preauthorized Transfers .................... 42 9. In Case of Billing Errors or Questions About Your Electronic Transfers............................................................................. 43 10. Fees...................................................................................................... 43 Article K: Funds Availability Disclosure...............................................44 1. Your Ability to Withdraw Funds............................................................ 44 2. When Your Deposit Is Received............................................................44 3. Longer Delays May Apply..................................................................... 45 4. Special Rules for New Accounts.......................................................... 45 5. Holds on Other Funds (Check Cashing)...............................................45 6. Holds on Other Funds (Other Account) ................................................ 45 Article L: Important Information About Your Account and Substitute Checks (Check 211........................................................46 INTRODUCTION Welcome to Cadence Bank, Member FDIC. We appreciate your business, and we are pleased you are one of our customers. This Deposit Agreement, your signature card, our "Schedule of Fees", other account opening documents and disclosures, and any agreement for other services offered in connection with your account (collectively, this "Agreement") are all part of the binding contract between you and us for your deposit account and your deposit relationship with us. Please read all of these documents carefully. This Agreement covers any and all deposit accounts you may have with us now or in the future. By opening your account, by conducting any transaction involving your account, or by maintaining your account after receipt of this Agreement, you agree to the terms in this Agreement. We may change this Agreement (including our "Schedule of Fees") at any time. We may add new terms. We may delete or amend existing terms. We may add new accounts and services and discontinue existing accounts or services. We may convert existing accounts and services into new accounts and services. We will ordinarily send you advance notice of an adverse change to this Agreement. However, we may make changes without prior notice unless otherwise required by applicable law. We may, but do not have to, notify you of changes that we make for security reasons or that we believe are either beneficial or not adverse to you. When we change this Agreement, the then -current version of this Agreement supersedes all prior versions and governs your account. If you continue to use your account or keep it open after you've had a reasonable opportunity to review the then -current version (not to exceed 14 days after we send or make it available to you), you are deemed to accept and agree to the change and are bound by the change. If you do not agree with a change, you may close your account as provided in this Agreement. When we inform you of changes affecting your rights and obligations, we do so by delivering or otherwise making a notice available to you. In some cases, we may post a notice of a change in our banking offices or on our website. Otherwise, we mail the notice to you at the address we currently show for your statement, or if we have agreed on this method, we provide it to you electronically. We may provide a notice as a message on your statement or as an insert with your statement. If a notice of a change to this Agreement is returned to us as being undeliverable or if we stop sending notices to you because notices or statements we previously sent you were returned to us as being undeliverable, you understand that the notices are available to you through our banking offices. You agree to that method of delivery and that changes covered in these notices are still effective and binding on you. A notice sent to any one owner is deemed notice to all account owners and is effective for all account owners. We will provide notices in English. If you have difficulty reading English, please call us at the number for customer service on your statement. Unless otherwise provided in this Agreement, notice from you must be in writing and will be effective upon our receipt at the appropriate internal office provided we have a reasonable opportunity to act upon it. WE DIRECT YOUR ATTENTION TO ARTICLE H, DISPUTE RESOLUTION. THIS AGREEMENT CONTAINS PROVISIONS FOR BINDING ARBITRATION AND WAIVER OF JURY TRIAL. YOUR ACCEPTANCE OF THIS AGREEMENT INCLUDES YOUR ACCEPTANCE OF THOSE PROVISIONS. IF A DISPUTE ARISES BETWEEN YOU AND US, YOU OR WE MAY REQUIRE THAT IT BE RESOLVED THROUGH ARBITRATION, RATHER THAN THROUGH JURY TRIAL. FURTHER YOU WILL NOT HAVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION OR SIMILAR PROCEEDING IN COURT OR IN ARBITRATION. Our relationship with you is that of debtor and creditor. This Agreement and the deposit relationship do not create a fiduciary, quasi -fiduciary or any other special relationship between you and us. Any internal policies or procedures that we maintain in excess of reasonable commercial standards and general banking usage are solely for our own benefit and shall not impose a higher standard of care than otherwise would apply in their absence. There are no third -party beneficiaries to this Agreement. ARTICLE A: DEFINITIONS The following terms and definitions apply when used in this Agreement. Some terms used in this Agreement but not defined below have the meaning assigned to them in the Uniform Commercial Code in effect in the state where we maintain your account. 1. Account or deposit account - Any type of checking, savings, money market, time deposit or negotiable order of withdrawal (NOW) account to which funds may be deposited. Individual retirement accounts (IRAs) are excluded from this definition and are not covered by this Agreement. 2. Account owner or owner - Each person or entity named in our records as an account owner with respect to an account, including any conservator, custodian, guardian, trustee or other representative acting in that capacity. 3. ACH - Automated clearing house. 4. ATMs - Automated teller machines. 5. Attorney -in -Fact - An agent designated under a valid power of attorney. Unless prohibited by applicable law, we reserve the right, in our sole discretion, not to honor any power of attorney. An attorney -in -fact representing an account owner does not become an owner of an account and will not have rights in an account at the owner's death as a result of the agent's capacity as an attorney -in -fact. 6. Agreement - This Deposit Agreement, your signature card, our current "Schedule of Fees", other account opening documents and disclosures, and any agreement for other services offered in connection with your account. 7. Authorized signer - Each person who has signed a signature card with respect to an account in any capacity, including any attorney -in -fact, conservator, custodian, guardian, trustee or other representative acting in that capacity. 2 8. Available balance - The balance of funds in your account that is available for immediate withdrawal. Unlike the posted balance, the available balance reflects any holds placed on your account, including the restrictions described in Article K: Funds Availability Policy. It is important to note that your available balance does not reflect every transaction you have initiated or previously authorized (for example, outstanding checks and ACH transactions that we have not yet received for payment). Your available balance also does not include any credit available under any overdraft protection line of credit you may have. 9. Business days - Monday through Friday, excluding bank holidays. Please note that we may switch from one business day to the next business day before the end of the calendar day and while a banking center is still open. Hours of the business day for an ATM or a banking center are available at the ATM or banking center and are subject to change from time to time at our discretion. 10. Dormant account - A dormant account is an account which is considered abandoned or inactive under the law of the state where we maintain the account. For more information, see Section 3 of Article I: Unclaimed Property - Accounts Presumed Abandoned or Inactive. 11. Item - includes all orders and instructions, whether oral, written or electronic, for the payment, transfer, or withdrawal of funds from an account. As examples, item includes: a check, substitute check, purported substitute check, electronic transaction (including an ACH transaction, ATM withdrawal or transfer, or point of sale transaction], draft, demand draft, remotely created check, remotely created consumer check, image replacement document, indemnified copy, preauthorized draft, preauthorized payment, automatic transfer, telephone -initiated transfer, online banking transfer or bill payment instruction, withdrawal slip, in -person transfer or withdrawal, cash ticket, deposit adjustment, or other order of instruction for the payment, transfer, or withdrawal of funds, or an image, digital image or a photocopy of any of the foregoing. Item also includes any written document created or authorized in your name that would be a check or draft but for the fact that it has not been signed. Item may also include a cash -in ticket, a deposit adjustment, and a check, draft, warrant, or other item deposited to your account, including a deposited item that was returned unpaid. 12.Joint account - A deposit account with more than one account owner including one of the following three types: (a) a joint account with right of survivorship so that, at the death of an owner, ownership of the account passes to the surviving owner(s), and not to the deceased owner's estate; (b) a joint account with right of survivorship and payable on death by designating one or more beneficiaries of the account, so that at the death of the last surviving owner, ownership passes to payable on death beneficiaries and is not part of the last surviving owner's estate; or (c) joint account without right of survivorship, so that at death of any owner, the deceased owner's ownership interest passes as part of a deceased owner's estate. Joint accounts will be presumed to be with right of survivorship (type (a) above) unless applicable law requires that you make an affirmative designation in order for right of survivorship status to apply. 13. Posted balance - The balance of funds in your account based solely on items that have been posted as credits or debits to your account. Unlike the available KI balance, the posted balance does not reflect any holds placed on your account. Your posted balance does not include any credit available under any overdraft protection line of credit you may have. 14. Service charges - Any charge, fee or similar amount due to us, whether for a service we may provide or for a particular condition or status of your account or any item relating to your account. 15. Substitute check - A paper reproduction of an original check that (a) contains an image of the front and back of the original check; (b) bears a MICR (Magnetic Ink Character Recognition) line containing all the information appearing in the MICR line of the original check at the time the original check was converted to an electronic image; (c) conforms in paper stock, dimension and otherwise with industry standards; (d) includes a legend stating, "This is a legal copy of your check. You can use it the same way you would use the original check."; and (e) is suitable for automated processing in the same manner as the original check. 16. UCC - The Uniform Commercial Code as adopted by the state whose law applies to your account. 17. We, our, ours, us, Cadence, and Cadence Bank - Cadence Bank or any other affiliate bank of Cadence Bancorporation. 18. You, your and yours - As the context requires or permits, each and every account owner, each and every authorized signer, each and every person or entity with a beneficial interest in the account, and anyone else with the authority to deposit, withdraw, pay, transfer, or exercise control over the funds in the account, whether such authority is evidenced by signature cards, organizational resolutions, or otherwise. ARTICLE B: GENERAL ACCOUNT TERMS 1. New Account Opening Identification. To help the government fight the funding of terrorism and money laundering activities, federal law requires us to obtain, verify, and record information that identifies each person who opens an account. For these reasons and for our internal purposes, when you apply for an account, we will ask for your name, address, date of birth, taxpayer identification number and other information that will allow us to identify you. We may also require one or more forms of unexpired photo identification. If you are a nonresident alien, we will record your Passport number, the name of the country that issued the Passport and your foreign address. We will accept a post office box only as a mailing address. If you are a business, we may ask you for your organizational documents and other documentation showing your existence as a legal entity, plus information regarding your officers, directors, authorized signers, account owners, controlling shareholders and others. We may validate the information you provide to us to ensure we have a reasonable assurance of your identity. We may contact you for additional information. If your account is funded before we verify your information, you may not have access to your funds. If we are not able to verify your identity to our satisfaction, we will not open your account or we may close the account if it was previously funded. 2. New Account Verification; Fair and Accurate Credit Transactions Act. You authorize us to make any inquiries from time to time that we consider appropriate to help us verify your identity and determine if we should open, 4 maintain, collect, or close your account. This verification may include requesting reports from credit bureaus, consumer reporting agencies or public databases; checking references with other financial institutions; reviewing financial statements; engaging a third party service to verify and obtain information concerning you; and any other method permissible under applicable law. We may also report the status, history and/or closure of your account to such third party service. During our relationship with you, we may from time to time report information about your account to credit bureaus. Late payments, missed payments, or other defaults on your account may be reflected in your credit report. 3. Tax Information. The Internal Revenue Service (IRS) requires us to obtain the taxpayer identification number (TIN) applicable to the account. For individuals, this is your Social Security Number or Individual Taxpayer Identification Number; for legal entities, this is your Employer Identification Number. If you are a sole proprietor or a single -owner limited liability company, you may use your Social Security Number or Employer Identification Number. When you apply for an account, you are required to certify under penalty of perjury that the TIN provided is correct and whether you are exempt from IRS reporting and withholding. If you do not give us a certified name and TIN, if the IRS notifies us that the name and TIN you gave us is incorrect or if the IRS notifies us that you failed to report all your interest on your tax return, we are required to withhold a percentage of the interest earned on your account, referred to as "backup withholding," and pay it to the IRS. Backup withholding is not an additional tax. You may claim amounts withheld and paid to the IRS as a credit on your federal income tax return. If you are a nonresident alien individual or entity, you are generally exempt from information reporting and backup withholding, with certain exceptions. For an account to be classified as a "nonresident alien account," all owners of the account must certify their foreign status at the time of the account is opened. You must also provide the address of your permanent foreign residence or the entity's principal foreign office on Form W-8. Nonresident aliens must recertify their foreign status every three (3) years. If any owner does not timely certify their foreign status, your interest payments are subject to backup withholding. If you become a U.S. citizen or resident alien after opening your account, you must notify us within 30 days and provide us your TIN. We comply with the Foreign Account Tax Compliance Act (FATCA) as mandated by U.S. federal law. We will withhold on certain payments when required by such law. For more information or to determine how this information applies to you, consult your U.S. tax advisor. 4. OFAC Compliance. The Department of Treasury's Office of Foreign Assets Control (OFAC) administers and enforces economic sanctions programs implemented by the government. We are required to comply with all OFAC sanctions, which may include rejecting or blocking transactions or funds involving certain individuals, entities, and foreign countries. By opening an account with us, you agree and affirm that you are not a prohibited individual or entity under any of the sanctions programs administered or enforced by OFAC. You agree that we can freeze and/or reject any transaction we reasonably believe violates any of the OFAC sanctions programs or our policies or procedures. You acknowledge and agree that any transaction to 5 5. 6. or from your account may be delayed or suspended and that a hold may be placed on your account while a transaction is reviewed for possible violations of any of the OFAC programs and that we will have no liability for any such delays, suspensions, holds and/or any resulting unavailability of funds. Authorization to Pay and Debit the Account. You authorize us to pay or withdraw funds from the account, without any notice to you, on the order of any account owner or authorized signer or on the order of any personal representative of any account owner (even if appointed in a state or country other than the one in which we maintain your account). You authorize us to honor orders to pay or withdraw funds received by us from any of these persons in writing, orally (including by telephone) or electronically. Multiple Party and Joint Accounts. You appoint all other account owners and authorized signers of your account as your attorneys -in -fact and/or duly authorized agents for all purposes relating to your account including, but not limited to, endorsing items for deposit or collection (even if payable to another owner or payable jointly to more than one owner), stopping payment, making deposits, making withdrawals, obtaining account information, making transfers from the account, closing the account, drawing upon an overdraft or other line of credit connected to the account, or pledging or assigning the account. You authorize us to honor instructions received by us from any such person, whether such instructions are written, oral (including by telephone) or electronic. A withdrawal from your multiple party or joint account by any account owner or authorized signer will discharge our obligation to you with respect to the amount withdrawn, regardless of the source or ownership of the funds in the account. Any account owner of a multiple party or joint account may add a new owner or authorized signer to the account. We may require a new signature card before any change in ownership or authorized signers becomes effective. We may, but are not required to, honor a request by you to prevent a withdrawal or transfer by any other account owner or authorized signer or to remove another account owner or authorized signer from the account. A service charge may apply if we honor the request, and you agree to indemnify us and hold us harmless from any loss or damage to you or anyone else that results from our honoring the request. You may be asked to sign additional documents or agreements in connection with the request. Each account owner is jointly and severally liable to us for all service charges and other amounts owed to us, and all costs, losses, and liabilities related to this Agreement or the account, even if caused by another owner or authorized signer. A notice sent to one owner is effective for all. You guarantee the signature of each owner. Unless noted otherwise on the signature card, the account is owned jointly with right of survivorship and not as tenants in common. If one owner dies, we treat the surviving owner(s) as owner(s) of the full balance. If noted on the signature card that ownership is as tenants in common or without survivorship, we treat the surviving owners) and personal representative of the deceased as owners. Their shares will be equal unless we have agreed otherwise in writing. Only a married couple may own the account as tenants by the entirety, and only if noted on the signature card. If one spouse dies, we treat the survivor as the sole owner of the account. If the couple divorces, we treat them as owners jointly with right of survivorship. You agree to notify us immediately after you learn of the death or declaration of M incompetence of any owner of the account. Until we receive a notice of death or incompetency, we may act with respect to any account or service as if all owners, authorized signers or other persons are alive and competent, and we will not be liable for any actions or inactions taken on that basis. When we receive a notice that an owner has died or been declared incompetent, we may place a hold on your account and refuse to accept deposits or permit withdrawals. We may hold any funds in your account until we know the identity of the successor. We may accept and comply with court orders, and take direction from court appointed personal representatives, guardians, or conservators from states other than where your account was opened or where the account, property or records are held. 7. Payable on Death Accounts. Subject to any state -specific requirements that may be applicable to your account, you may, without a trust document, designate an account to be payable on your death to a designated beneficiary or beneficiaries. Such accounts are generally known as payable on death ("P.O.D.1, in trust for ("ITF"), as trustee for ("ATF"), or "Totten" Trust accounts (collectively, "P.O.D. Accounts"). You are solely responsible for meeting the terms of applicable state law in establishing such accounts including, without limitation, any titling requirements. We make no representations as to whether the use of a P.O.D. Account designation is appropriate for the person(s) establishing such an account. Any such designation should be made only after consulting with an attorney or other qualified estate planning professional. P.O.D. Accounts belong to you during your lifetime and, until your death, the beneficiary(ies) has no interest in the account and may not access the account. Upon your death, or if there is more than one joint owner, upon the death of the last surviving co-owner, all the funds in the account shall be owned in equal shares by the person(s) then living who are named as beneficiary(ies). At our option, we may pay the funds in the account in equal shares to the person(s) then living who are named as beneficiary(ies) or pay the funds by issuing a check in the name of all living beneficiaries and giving the check to any one beneficiary, subject to our right of setoff and security interest. The money in the account will not be inherited by your heirs or controlled by your will. Certain state law restrictions may apply. We have no obligation to notify any beneficiary of the existence of any account or the vesting of any interest in any account. If an owner pledges a P.O.D. Account as collateral for an obligation, the pledge prevails over any rights of any beneficiary. Any such pledge is deemed to be a pledge by each owner of the account and each owner hereby consents to such pledge. 8. Uniform Transfer to Minors Act (UTMA) Accounts. If the account is noted on the signature card as established under the Uniform Transfers to Minors Act (UTMA), you understand that there can be only one custodian and one minor per account unless state law or jurisdiction where the account exists allows differently. No other parties are permitted. As custodian, your responsibility to us under this Agreement will not be limited to the amount in the account. A deposit of money for the benefit of a minor named as a beneficiary of a UTMA account is irrevocable, will be considered made in accordance with the provisions of applicable state statutes governing uniform transfers to minors, and shall include all interest earned on the account. 9. Fiduciary Accounts. To the maximum extent permissible under applicable law, we have no responsibility or obligation to supervise or monitor the transactions within a fiduciary account (including, but not limited to, estate accounts, guardianship accounts and trust accounts), or to inquire as to the power or duties of account owners or authorized signers. The account owner, individually and jointly and severally with any other account owner, agrees to indemnify and hold us harmless from and against any and all loss, costs, damage, liability, or exposure, including attorney's fees, we may suffer or incur arising out of any action or claim by any beneficiary or other party with respect to the authority or action taken by any account owner or authorized signer in handling or dealing with a fiduciary account. 10. Business/Organization Accounts and Authorized Representatives. We may rely on the classification and form of ownership for a business account, as set forth on the signature card, for all purposes relating to the account. You represent and agree that (a) you have taken all actions necessary to open and maintain the account, (b) all resolutions or other authorizations given by you to us are true, (c) all assumed or fictitious names have been registered or filed with the appropriate governmental authorities, and (d) each person whose name is written or printed on the signature card, any resolution or other separate written authorization concerning the account has complete authority involving the account. An "authorized representative" is (a) a representative of the business or organization who has been identified to us as being authorized to sign checks on, make withdrawals from, or otherwise give instructions with respect to your account and has signed a signature card for the account, or (b) a person who has been authorized to obtain account information but may not sign checks. You agree that each authorized representative, except for those who have not been given signing authority by the business or organization but have the authority to obtain information, shall have full authority, subject to the provisions of any signature card or supporting documents, for all actions relating to your account including, but not limited to, making deposits, making withdrawals, endorsing of checks, closing the account, stopping payment, assigning the account, or overdrawing the account. Any one of the authorized representatives may write checks and/or withdraw money from your account. We may rely on any resolution and/or certification submitted by a party purporting to be an officer, director, member or partner of a business or organization and may act upon such document and instructions therein. You will be liable for any deficiency in your account regardless of which authorized representative is responsible for its occurrence. 11. Special State Provisions and Disclosures. The following provisions apply to accounts in the states indicated and supplement the other terms and conditions of this Agreement. In the event the following provisions conflict with the other terms and conditions of this Agreement, the following provisions shall control with respect to accounts in the states indicated. Florida Account Disclosures. If your account is in Florida and is in your name and your spouse's name, we will treat it as a joint tenant account with right of survivorship and not as an account of tenants by the entirety, unless otherwise expressly designated on the signature card or other account records. Tennessee Account Disclosures. With respect only to accounts established at our Tennessee branches, all joint accounts are owned by the parties as M. they have indicated upon the signature card for such account. Upon the death of any joint owner, the ownership of the joint account shall be vested in accordance with the form of ownership so chosen by the parties. In regard to public funds accounts, any qualified public entity of the State of Tennessee that opens a public funds deposit account shall have its deposits secured with the State of Tennessee Bank Collateral Pool established under The Collateral Pool For Public Deposits Act of 1990. A "public entity" is defined as the State of Tennessee, or any of its agencies, or any Tennessee county, Tennessee incorporated municipality and their political subdivisions, or any utility district organized under the laws of the state or interstate compact to which the state is a party. A -public funds deposit account" is defined as any deposit account, time deposit or certificate of deposit a public entity opens with us. The designation "joint tenants with right of survivorship" on an account means that the deposit account or certificate of deposit shall become the property of each owner as joint tenants, and that the survivor is entitled to all moneys in the account or represented by the certificate even if the first person to die had a will specifically directing disposition to someone else. We may release all moneys in the account or represented by the certificate to, or honor checks or orders drawn by, or withdrawal requests from, the survivor upon the death of any joint tenant. The designation "additional authorized signatory" on an account means that the person named as additional authorized signatory shall have authority during the lifetime of one (1) or more owners to withdraw moneys from the deposit account or represented by the certificate of deposit. Moneys remaining in the account or represented by the instrument upon the owner's death shall become part of the deceased owner's estate, subject to the deceased person's will or applicable law if the deceased person left no will. We may release all moneys in the account or represented by the certificate to, or honor checks or orders drawn by, or withdrawal requests from, the authorized signatory until notified of revocation of the authority. Texas Account Disclosures. The type of account you select may determine how property passes on your death. Your will may not control the disposition of funds held in some of the following accounts. You may choose to designate one or more convenience signers on an account, even if the account is not a convenience account. A designated convenience signer may make transactions on your behalf during your lifetime, but does not own the account during your lifetime. The designated convenience signer owns the account on your death only if the convenience signer is also designated as a P.O.D. payee or trust account beneficiary. Single -Party Account Without P.O.D. (Payable on Death) Designation: The party to the account owns the account. On the death of the party, ownership of the account passes as part of the party's estate under the party's will or by intestacy. Single Party Account With P.O.D. (Payable on Death) Designation: The party to the account owns the account. On the death of the party, ownership of the account passes to the P.O.D. beneficiaries of the account. The account is not a part of the party's estate. Multiple -Party Account Without Right of Survivorship: The parties to the account own the account in proportion to the parties' net contributions to the account. The financial institution may pay any sum in the account to a party at any time. On the death of a party, the party's ownership of the account W passes as a part of the party's estate under the party's will or by intestacy. Multiple -Party Account With Right of Survivorship: The parties to the account own the account in proportion to the parties' net contributions to the account. The financial institution may pay any sum in the account to a party at any time. On the death of a party, the party's ownership of the account passes to the surviving parties. Multiple Party Account With Right of Survivorship and P.O.D. (Payable on Death) Designation: The parties to the account own the account in proportion to the parties' net contributions to the account. The financial institution may pay any sum in the account to a party at any time. On the death of the last surviving party, the ownership of the account passes to the P.O.D. beneficiaries. Convenience Account: The parties to the account own the account. One or more convenience signers to the account may make account transactions for a party. A convenience signer does not own the account. On the death of the last surviving party, ownership of the account passes as a part of the last surviving party's estate under the last surviving party's will or by intestacy. The financial institution may pay funds in the account to a convenience signer before the financial institution receives notice of the death of the last surviving party. The Payment to a convenience signer does not affect the parties' ownership of the account. Trust Account: The parties named as trustee to the account own the account in proportion to the parties' net contributions to the account. A trustee may withdraw funds from the account. A beneficiary may not withdraw funds from the account before all trustees are deceased. On the death of the last surviving trustee, the ownership of the account passes to the beneficiary. The trust account is not a part of a trustee's estate and does not pass under the trustee's will or by intestacy, unless the trustee survives all of the beneficiaries and all other trustees. We make no representation as to the appropriateness or effect of the ownership and beneficiary designations. Community property laws in your state may affect account ownership designations and the disposition of the account upon the death of a party. 12.Assignment of Account. You may not pledge, assign or transfer any rights to your account without our prior written consent. We are not required and may refuse to accept or recognize an attempted pledge or assignment of your account or any interest in it, including a notice of security interest. Even if we consent, the account will remain subject to our rights of setoff. We may assign this Agreement and/or any or all of our rights hereunder, or delegate any or all of our responsibilities hereunder, to any third party or parties in our discretion and without notice to you, subject to the requirements of applicable law. Subject to the foregoing, this Agreement shall be binding on the parties hereto and all of their respective heirs, personal representatives, successors and assigns. 13.Account Transferability. Accounts are transferable only on our records. We reserve the right not to acknowledge or accept any attempted transfer of an account. 14. Powers of Attorney. We may, but are not required to, honor orders and instructions concerning your account by an attorney -in -fact for any account owner or an authorized signer, or by a personal representative of an account owner. You should notify us in advance if you plan to use a power of attorney involving your account. We may require that a power of attorney be executed on a form acceptable to us, that the power of attorney contain language 10 satisfactory to us, and that the power of attorney otherwise comply with applicable law. If your state has a statutory form power of attorney, we also generally accept that form. We may require such other evidence of authority, as well as affidavits and indemnifications, as we may deem appropriate and may require that the attorney -in -fact present the original power of attorney before we honor the orders or instructions of the attorney -in -fact. We may further restrict the types and dollar amount of transactions an attorney -in -fact may conduct. We may terminate acceptance of a power of attorney at any time and for any reason and without notice to any account owner or other person. If we honor the orders of the attorney -in -fact, account transactions conducted by the attorney -in -fact and the instructions and orders of the attorney -in -fact are binding on all account owners. If we accept a power of attorney, we may continue to recognize and honor the authority of the attorney -in -fact until we receive and have had a reasonable time to act on: (a) written revocation or termination of the power of attorney; (b) written notice of the death of the principal of the power of attorney; (c) in the event the power of attorney does not survive the disability, incompetency or incapacitation of the principal under applicable law, written notice that the principal has been declared disabled, incompetent or incapacitated; or (d) any other notice, as provided under applicable law. We assume no duty to monitor the actions of your attorney - in -fact to ensure that (s)he acts for your benefit. Unless otherwise provided in applicable state law, we will not be liable to you for our refusal to allow a transaction request by an agent or attorney -in -fact and you agree to indemnify and hold us harmless should any agent or attorney -in -fact make any claim against us for our refusal to conduct a transaction on your behalf. 15. Service Charges; Other Charges. You agree to pay any service charge that applies to your account or the services described in or incorporated into this Agreement. Service charges may include, but are not limited to, charges for check printing, check writing, stop payment orders, notices of post-dated items, cashier's checks, overdrafts, ACH entries, wire transfers, investigation, research and insufficient funds checks, other items, point -of -sale transaction authorization requests and other electronic transactions. You can get current information about our services and the service charges that apply to them at a banking center or by calling us at the customer service number shown on your account statement. We may occasionally list service charges for some of our services in the "Schedule of Fees." Service charges may vary from state to state. We may change services charges at any time without notice. You agree that we may debit from your account, even if your account is dormant, abandoned, or unclaimed, without any further notice or demand, all service charges applicable to your account, as well as charges for the purchase of checks, drafts, and other products or services ordered by you from or through us. We shall not be liable for failing to pay any item presented against your account if the available balance is insufficient to pay the item, even if the insufficient available balance results solely from debiting service charges from your account. 16. Interest; Interest Reporting. Interest will be paid on interest -bearing accounts at the times and at the rates adopted from time to time by us. On each interest payment date, interest will be paid only if, on that date, the ledger balance for the account is equal to or more than the minimum amount required by us in 11 order for you to receive interest on that account. At any time and without prior notice to you (except where prior notice is required by law), we may change these rates and minimum posted balance amounts or discontinue the payment of interest. The originally effective interest rates and required minimum posted balance amounts are shown on the interest schedule provided to you at the time you opened your account, and a schedule containing current interest rates and required minimum posted balance amounts is available to you upon request. Interest paid to you is reportable to the Internal Revenue Service as having been received by the first account owner shown on the signature card maintained for the account. We may be required to withhold a portion of your interest payment and remit it to the Internal Revenue Service. 17. Illegal Transactions. You agree to comply with applicable laws and regulations. You agree that you will not use your account for any transaction that is illegal in the jurisdiction where you live, in the jurisdiction where the transaction is consummated, or in any other jurisdiction affected by the transaction. You agree that it is your responsibility to determine the legality of each of your transactions in all applicable jurisdictions before entering into the transaction. You acknowledge and agree that we have no obligation to monitor, to review, or to evaluate the legality of transactions on your account. You also agree that you will not use your account in connection with any Internet or online gambling transaction, whether or not gambling is legal in any applicable jurisdiction. We reserve the right to refuse or return any item that we believe is related to an illegal transaction, an Internet or online gambling transaction or a high -risk transaction. To the fullest extent permitted by law, you agree to pay for any item that you authorized, even if the transaction related to that item is determined to be illegal. You also agree to indemnify us from every action, proceeding, claim, Loss, cost and expense (including attorney's fees) suffered or incurred by us due to any U.S. or foreign government entity seizing, freezing or otherwise asserting or causing us to assert control over any account or funds in an account of yours (or ours) when purportedly caused by, or arising out of, your action or inaction. This will apply whether or not such action is ultimately determined to be authorized under the laws of the U.S. or its territories, or of any foreign jurisdiction. We are not required to inquire or determine the authority of any action taken by the U.S. or foreign government entity prior to acceding to any Legal process initiated by it. 18. Closing Your Account. Either you or we can close your account at any time, for any reason or for no reason, without advance notice, except that we may require you to give seven days' advance notice when you intend to close your savings or interest -bearing account by withdrawing your funds. If we close your account, we will notify you by mail or telephone that we have closed your account. We may (but do not have to) mail you a check for the balance of the available funds in your account, or you may pick up a check for the available balance at our office. Written notice that the account has been closed and a check, if any, will be sent to any address on our records for you or, if the account is a multiple party or joint account, any depositor to whom we elect to send it. We may deliver the remaining balance in any business or organization account to any authorized representative listed on our records for the business or organization. Once we have closed your account, we can, without any liability to us: (a) refuse to honor any items you have written that are 12 presented to us for payment after we have closed your account; (b) refuse to collect any item you have deposited in the account; (c) assess any service charge otherwise applicable against any remaining balance in your account; and (d) retain all funds in the account until we are reasonably satisfied that the time for items to be returned to us has lapsed and that all remaining funds are collected. We, however, may accept deposits to an account after it is closed in order to pay any service charges due and any amounts outstanding and unpaid. Acceptance of any deposit does not require us to reactivate the account. We reserve the right to charge an early -account - closing fee when applicable. If you wish to close your account, be sure that all the checks you have written have cleared. We suggest you not write checks for at least fifteen (15) days before you close your account. When an account is closed during a statement cycle, we may not pay interest on the account for the period between the end of the last statement cycle and the account closing date. If your account is overdrawn when closed, you agree to pay immediately all amounts you owe. This Agreement continues to govern matters related to your account even after your account closes. 19. Helping to Prevent Fraud. Check fraud and identity theft are big problems for both banks and their customers. To help you protect your account, you should consider using some or all of the following preventative measures: • Safeguard critical identity information such as your deposit account number; • Safeguard checkbooks, unused checks, electronic access devices, ATM and debit card PIN numbers, and facsimile signature machines; • Reconcile your account statements as you receive them and review your transaction activity for unexpected fluctuations; • Do not provide financial and other personal identifying information in response to any unsolicited phone calls, letters or email; • Review checkbooks, unused checks and account statements for unauthorized activity upon any suspicion that checks may have been lost or stolen; • Closing your account immediately upon discovery of any known or suspected unauthorized debits. You agree to call our Customer Service Department immediately at 1-800- 636-7622 if you suspect or discover any fraudulent activity or unauthorized transactions in your account and you agree to cooperate with us to mitigate the effect of any fraudulent or criminal activity effecting your account and to recover any losses you or we may incur as a result of fraudulent or criminal activity. ARTICLE C: ACCOUNT STATEMENTS 1. Periodic Account Statements. We will provide you periodic account statements for your account(s). Each account statement wilt show the transactions that occurred in the time period covered by the statement. The account statement will describe each transaction by item number (where appropriate), amount, and date of debit or credit. For certain types of accounts, the periodic statement may be accompanied by the items or an image of those items listed on the statement, unless the item or an image of the item is unavailable for any reason. For checking and money 13 market accounts, we provide you with a monthly statement cycle. For savings accounts we provide you with a quarterly statement, unless you have an electronic fund transfer (such as a direct deposit or an ATM withdrawal] to or from your account during any month, then a statement will be provided for that month. For time deposit accounts, we provide you with a quarterly statement. We reserve the right to specify another statement interval period when you open your account or thereafter. To reduce the number of statements you receive each month, we may combine statements if you have more than one account. Please note that combining accounts on a single statement does not mean they are also linked for pricing. If you do not want your statements combined, you can opt -out by going into a bank branch or calling the number on your statement. If we comply with the foregoing provisions, you agree that the statement and items all have been made available to you in a reasonable manner. 2. Mailing and Availability. Periodic statements, cancelled checks (if applicable to your account), and written notices of dishonor or return of unpaid deposited items, or any other notice or communication, may be mailed to you at the address shown in our records or a forwarding address for you if one is on file with the U.S. Postal Service. However, we will not mail any account information to an address that the U.S. Postal Service has informed us is "undeliverable" or otherwise invalid. We use reasonable efforts to maintain the first statement(s) returned as undeliverable for sixty (601 days, or such Longer period of time as may be required by applicable law, after which time we may dispose of the statement and original items. However, we retain printable versions of your account statements for seven (7) years, or longer periods as may be required by applicable law. You agree to give us written notice of any change of your address. You are responsible for any communication and statements we send to the most recent address you have provided us. All statements and other notices or communications may be delivered to you electronically if you have agreed to receive such notices and communications electronically. Notify us promptly if you do not receive your statement by the date you normally would expect to receive it. We may, but are not required to, change the address for you in our records if the U.S. Postal Service notifies us of a new address for you, and you waive any and all claims against us that arise in connection with any mail forwarded to you or sent to an address for you supplied by the U.S. Postal Service. Any account owner or authorized signer may change the mailing address for your account. Notice to one account owner shall constitute notice to all joint account owners in a joint account. We may make statements and all other communications available to you by holding or delivering any such communications at your express instructions. If we hold statements or notices to you at your request or if you fail to provide us with a current address, all statements and notices will be deemed sent to you when they are prepared (for held statements), mailed (for returned mail) or otherwise made available to you. 3. Errors; Unauthorized Transactions and Forgeries. Our records regarding your accounts will be deemed correct unless you timely establish with us that we made an error. It is essential that any account errors (including missing deposits), unauthorized transactions, alterations, unauthorized signatures, forgeries, encoding errors, posting errors (such as debits or credits posted 14 twice, debits posted as credits or credits posted as debits), or any other improper transactions on your account (collectively, "exceptions") be reported to us as soon as reasonably possible. Otherwise, we may not be liable for the exceptions. You agree that you will carefully examine each account statement or notice you receive and report any exceptions to us promptly after you receive the statement or notice. You agree to act in a prompt and reasonable manner in reviewing your statement or notice and reporting any exceptions to us. If you fail to comply with your duty to examine your account statements or notice and report any exceptions to us, in addition to any and all other rights and remedies available to us, we shall have the defenses contained in § 4-406 of the UCC, as amended, as adopted in the state in which your account was established. In addition, if your claim involves a series of items containing unauthorized signatures or alterations by the same wrongdoer, you shall be precluded from asserting against us any unauthorized signature or alteration by the same wrongdoer on any item paid in good faith on or after thirty (30) calendar days after the first account statement describing the first altered or unauthorized item was sent or made available to you. By this provision, you and we intend to define a reasonable time period for the examination of account statements for purposes of the "repeater rule," or the "same wrongdoer rule" as provided in § 4-406(d) of the UCC. Without regard to the care or lack of care of either you or us, if you do not report an exception to us within thirty 1301 calendar days after we send or make available to you the account statement, notice or item, you agree that we will not be liable to you for any loss you suffer related to that exception. This means that, if you do not report exceptions to us within thirty (30) days after we send or make available the statement, notice or item to you, we will not reimburse you for any loss you suffer including, but not limited to, any amounts lost as a result of: paying any unauthorized, forged, or altered item, or paying any other item altered or forged by the same wrongdoer if we paid the other item before we received notice of any of these exceptions from you. This absolute preclusion applies: (a) to each item that you fail to report within thirty (30) calendar days; and (b) regardless of the legal theory you assert. By this provision, you and we intend to shorten the absolute statutory preclusion period for unauthorized signatures and alterations specified in § 4-406(f) of the UCC and to establish a contractual condition precedent for reporting exceptions involving unauthorized or missing endorsements. You also agree that we will not be required to reimburse you for the amount of any loss that could have been avoided by your use of ordinary care. This 30-day reporting period does not apply to exceptions involving electronic funds transfers for consumer accounts or substitute checks. Please refer to Article J and Article L below for your reporting obligations with respect to those exceptions. We may take a reasonable period of time to investigate the facts and circumstances surrounding any claimed loss. We do not have to provisionally credit your account while we investigate. 4. Record Retention. We will retain any item paid on your account for a period of fifteen (15) business days from the date the item posts to your account. We will retain copies of those items for seven (7) years. 15 ARTICLE D: PAYMENT OF ITEMS; ACCOUNT TRANSACTIONS 1. Signatures; Facsimile Signatures. We may rely on each signature on a signature card for the account or on prior authorized items in all transactions connected with the account. We are not required to act upon instructions received by fax transmission, voice mail or a -mail. If you use a facsimile signature or other mechanical or electronic device for signing or authenticating items drawn on your account, you assume the entire risk that the facsimile signature or device may be used improperly or by an unauthorized person. We will not reimburse you or any other person for items drawn in this fashion by any unauthorized person or by any person who exceeds his or her authority to do so, and we may honor all of these type items presented to us. You agree to indemnify and hold us harmless from (and we may charge your account for) all losses, including attorney's fees, resulting from our honoring an item in any instance in which the item bears or purports to bear a facsimile signature resembling a signature on file with us, regardless of by whom or by what means the actual or purported signature was affixed to the item. You agree that signatures by your authorized agents (e.g., persons acting under a power of attorney) are valid, even if the principal - agent relationship is not indicated on the check or instruction. 2. Check Signature Verification. We receive checks in great volume. This and compliance with expedited funds availability laws require us to use automated processing procedures. Although we may review checks from time to time, you understand that reasonable commercial standards do not require us to do so. Most checks are processed on the basis of the MICR line printed along the bottom edge of the check, and are not individually examined for dates, maker signatures, legends or endorsements. Because we do not individually examine most checks, it is critical for you to take care of your checks, promptly review your account statement, and immediately report any suspicious or unauthorized activity to us. You agree that automated processing of your checks is reasonable and that you accept responsibility for preventing and reporting forgeries, alterations, and other unauthorized uses of your checks or accounts. You agree that the exercise of ordinary care will not require us to detect forgeries or alterations that could not be detected by a person observing reasonable commercial standards. 3. Items Not Bearing Your Signature. If you give information about your account to a third party who represents to you that, in the ordinary course of business, it will present unsigned items, remotely created checks or demand drafts (i.e., items which do not bear your actual signature, but purport to be drawn with your authorization) for payment or initiate transfers from your accounts, then any item initiated by that person will be deemed authorized by you, even though they do not contain your signature and may exceed the amount you authorized to be charged, and may be charged to your account. This provision shall not obligate us to honor such items. We may refuse to honor such items without cause or prior notice, even if we have honored similar items in the past. You assume the entire risk that the information you furnished may be used improperly or by an unauthorized person. We will not reimburse you or any other person for items drawn in this fashion by any unauthorized person 16 or by any person who exceeds his or her authority to do so, and we may honor all of these type items presented to us. 4. Order of Payment. We reserve the right to process and post items to your account in any order we determine and to change the order in which we generally process and post items to your account at any time and from time to time without notice to you. The order in which we presently process and post items to your account is explained in detail below; however, we generally process and post items to your account in certain transaction types or categories first (e.g., closing withdrawals, certified check debits, credit reversals, debit memos, returned deposited items, debit transfers) prior to processing and posting items in other transaction types or categories (e.g., checks) even if such posting results in either an insufficient balance in your account to pay one or more other items that otherwise could have been paid out of your account, or a larger number of items subject to nonsufficient funds fees, overdraft fees or other service charges. Your account's available balance is our most current record of the amount of money available for your use or withdrawal. We use the available balance to authorize your transactions during the day (e.g., debit card purchases and ATM withdrawals). We also use the available balance to pay your transactions in our nightly processing. We process and post items to your account in the evening on each business day. Posting an item affects your posted balance, which is the balance of funds in your account based solely on items that have been posted as credits or debits to your account and does not reflect any holds for pending items. The available balance represents the difference between the posted balance and any account activity that has not yet posted to the account or for which there is a hold for a pending item (for example, a debit card transaction which we preauthorized for an amount not specific to your purchase such as a "pay -at -the -pump" transaction). A pending item is a debit or a credit which we have received, but have not yet settled and posted. This posting process is complex and the posting will not follow the order in which transactions (of any kind) appear in your online banking, mobile banking display, or statements. Currently, when we process transactions, we generally post the most common kinds of transactions as follows: (a) First, we credit your account for any deposits or other credits received. (b) Next, we post credits, and then debits for bank -initiated transactions such as the following: account closing withdrawals; debits for official checks; credit reversals and debit memos for account corrections or payments for Loans you have with us; charged -back checks which are items you deposit to your account that are subsequently returned by the paying bank unpaid and "charged back" to your account; and debit adjustments to your account for interest paid. Also, internal debit transfers initiated by you which are debit transfers you make either online, by ATM or by telephone, from one of your accounts with us to another of your accounts with us. (c) Then, we subtract debits for electronic transactions and cash withdrawals, which include the following: checks you write that a payee cashes over-the-counter with one of our tellers; cash withdrawals you initiate using your ATM card or debit card; point -of -sale transactions you initiate using your debit card and a personal identification number; debit transactions you initiate using your debit card and by providing 17 a signature; ACH transactions you initiate; and over-the-counter cash withdrawals initiated by you using a personal or counter check. (d) Then, we subtract debits for paper checks you write which are presented to us for payment against your account. (e) Finally, we subtract service charges. Within each transaction type or category described in subsections (a), (b), (c) and (d) above, we currently post items in order of ascending amount. This means we will pay the item for the smallest dollar amount first, then the item for the second smallest dollar amount and so on. Within subsection (d) above, we currently post items in order of ascending serial number. For instance, check number 1231 will be paid before check number 1233 and so on. This does not cover every kind of transaction we may process, and there are exceptions to the order of processing described above. You agree that we are allowed to determine in our discretion the categories of transactions, the transactions within a category, the order among categories, and the posting orders within a category. We sometimes add or delete categories, change posting orders within categories and move transaction types among categories. You agree that we may in our discretion make these changes at any time without notice to you and regardless of whether additional service charges may result. You will be responsible for the payment of any service charges which are imposed as a result of our posting process. If we pay any item which results in an overdraft in your account, you agree to pay us for the amount of the overdraft and to pay our overdraft or nonsufficient funds fee then in effect. In the event that your account does not have sufficient funds to cover a transaction or transactions (including any type of debit or withdrawal from your account), you agree that we are allowed to pay or authorize some or all of those transactions, or decline or return some or all of those transactions at our discretion. If we return any item which would have overdrawn your account if the item had been paid, you agree to pay our returned item fee then in effect. An overdraft, nonsufficient funds or returned item fee may result from any item presented against insufficient funds in your account, including a check, in -person withdrawal, ATM withdrawal, debit card transaction, or withdrawal by any other manual or electronic means whatsoever. We may charge the amount of any overdraft and/or nonsufficient funds, or returned item fee to any account you have with us. All fees are set forth in our service charge schedule. There is no policy regarding the order of payment of items which is favorable to you in every instance. By paying items which are for the smallest dollar amount first, you may have fewer nonsufficient funds fees or overdraft fees, but items for the Largest dollar amounts (which may be more important items to you such as rent or mortgage payments) might not be paid. As you use your account, you should bear in mind that modern payment systems may be more likely to process transactions in real-time order. In such a processing environment, if you do not wish to incur overdraft, nonsufficient funds, or returned item fees when you write a check or initiate a transfer, you should make sure your account contains sufficient funds at that time to cover the transaction. If you initiate transactions when your account does not contain sufficient funds and then later make a deposit to cover those transactions, it is likely that those transactions could overdraw your account or be returned for insufficient funds. 18 5. Insufficient Available Balance and Overdrafts. We generally determine at the time an item is presented against your account whether it creates an overdraft and whether an overdraft or returned item fee applies. You should note that sometimes we authorize a transaction at a time when you have enough available balance to cover it, but because other transactions post before it, the transaction creates an overdraft when we post it to your account. It is important to keep track of the funds in your account that are available for you to use before you write a check, make a cash withdrawal, use your card for a purchase or initiate any other payment or transfer of funds. We encourage you to manage your funds responsibly by keeping track of transactions using the tools that suit you — keeping a running balance in your checkbook and checking your available balance online, by phone or at an ATM. Do not assume you can make a covering deposit before an item is presented for payment because your deposit may not be available before an item is presented for payment. You acknowledge that we provide daily access to account information regarding account balances and transactions as a customer service but that the accuracy of such account information is subject to pending items and any outstanding or unprocessed items you have initiated or previously authorized. You agree that it is your duty and responsibility to maintain your account in a responsible manner by independently maintaining accurate records of your activity, including but not limited to, checks, debit card transactions, withdrawals, and deposits. If your available balance is insufficient to pay the full amount of any item presented against your account, we may, at our option, return the item unpaid or pay the item, even though payment will cause an overdraft of your account. You agree that, if your available balance is insufficient to pay any item presented against your account, you will pay all applicable overdraft, nonsufficient funds or returned item fees for handling and processing that item without further notice or demand. You also agree that if any item is presented again after having previously been returned unpaid by us, the overdraft, nonsufficient funds or returned item fee may be applied for each time the item is presented for payment and the available balance is insufficient to pay the item. We may return an item at any time if your available balance is insufficient to pay that item, even if we previously have permitted overdrafts. We will in no instance be obligated to pay an item and create an overdraft even if we have previously established a pattern of honoring or dishonoring items. We offer certain overdraft protection plans to help you avoid the inconvenience and expense of overdrafts and returned items. You must apply, be approved and sign all the documents required to establish such protection, as applicable. If you do not have an overdraft protection plan, the actions we will take depend upon the type of item involved in the transaction: (a) ATM and One -Time Debit Card Transactions. Generally, we will not authorize an ATM or one-time debit card transaction if it appears from your available balance that allowing the transaction will result in an overdraft to your account, unless you have requested us to pay overdrafts on these transactions. We reserve the right, on a case -by -case basis, to authorize and pay, at our discretion, an ATM or one-time debit card transaction. M Regardless, if you have not requested payment of overdrafts on these transactions, we will not charge you an overdraft or nonsufficient funds fee if an ATM or one-time debit card transaction pays into overdraft, but you must immediately repay the resulting overdraft. Information about how you may request us to pay ATM and one-time debit card transactions that create overdrafts is provided separately. (b) Items Other Than ATM and One -Time Debit Card Transactions. For any item, other than an ATM or one-time debit card transaction, presented for payment against your account when there are insufficient available funds in your account to cover the item, we may either: 61 pay the item and create an overdraft to your account; or (ii) return or decline the item, without prior notice to you. You agree to pay all overdraft, nonsufficient funds or returned item fees for handling and processing such items, whether or not we pay the item. Any negative balance on your account, which includes the amount of overdraft and any overdraft fees, is immediately due and payable, unless we agree otherwise in writing. Your failure to pay these amounts promptly may result in additional service charges to your account. We may use subsequent deposits and other credits to the account to cover any overdraft and any charges existing in your account. You agree to reimburse us for the costs and expenses (including attorneys' fees and expenses) we incur in recovering the negative balance (including overdraft and associated fees). We can enforce overdraft Liability in a joint account against any joint owner individually (and each joint account owner agrees to be liable for all overdraft liability in the joint account), even if the joint owner did not sign the item or authorize the point - of -sale or other electronic transaction creating the overdraft or receive any benefits from its proceeds. 6. Overdraft Protection Plans. If you enroll in an overdraft protection plan (such as a linked deposit account or line of credit) and there are sufficient available funds under that plan to cover the amount of the overdraft, we will pay the item and an overdraft protection transfer or advance fee will apply. One overdraft protection transfer will be made at the end of the business day in which an overdraft occurs, as follows: (a) Overdraft Transfers Made from a Deposit Account. Funds will be transferred in amounts in the next largest full dollar amount. If your secondary deposit account is a savings or money market account, transfers from such accounts are pre -authorized transfers and limited by federal regulation to 6 pre -authorized transfers (including telephone and automatic transfers) each statement period. (b) Overdraft Transfers Made from a Line of Credit. Funds will be transferred in amounts rounded up to the next $100 increment, subject to your available credit limit. An overdraft transfer from a line of credit is treated as a cash advance and is subject to the terms of the credit agreement, including any applicable transaction fee or other fee. Information and additional terms and conditions about any overdraft protection plan selected are provided separately. Even if your account has been approved for overdraft protection, your account may still become overdrawn if sufficient funds are not available in the account you have designated or on the line of credit that provides overdraft protection, subject to the overdraft section above. 20 7. Stop Payment Orders. You may request us to stop payment on any check, draft, or similar written order or instruction drawn on your account by giving us the information we may request, including account number, the item number, the date of the item, the payee of the item, and the exact amount of the item, and by paying our stop payment service charge then in effect. We will search for your item by computer, so it is essential that all information you give us be accurate. To be effective, we must receive any stop payment order in time to afford us a reasonable opportunity to act. We will confirm your oral stop payment order in writing, and the information included in our written confirmation will be conclusively presumed to be correct unless you notify us within fourteen (14) days of the date of the confirmation. Confirmed stop payment orders will be continued in effect for a period of twelve (12) months from the date the initial oral stop payment order has been placed. A confirmed stop payment order will expire at the end of the twelve (12) month period unless you revoke it at an earlier date or renew it in writing for an additional twelve (12) month period and pay our stop payment service charge then in effect. You may not stop payment on an item if we have verified to the payee that the available balance in your account is sufficient to pay such item, or if we have accepted that item by payment or otherwise. Any account owner or authorized signer may place a stop payment order, and we are not required to release a stop payment order unless requested to do so by the account owner or authorized signer who requested it. You agree to indemnify and hold us harmless from and against any loss, damages, and expenses (including attorneys' fees and court costs) we may incur by reason of our refusal to pay any item upon which you have stopped payment. You do not have the right to stop payment on an official check, a cashier's check, a teller's check, a certified check, a money order or a traveler's check you have purchased from us. These are instruments on which we are or may be obligated. However, if a bank instrument you purchased is lost, stolen or destroyed, you may make a claim on us to obtain a replacement check or a refund, provided that we have not already paid the lost, stolen or destroyed item. To obtain a replacement check or refund, you must execute such affidavits and indemnification agreements and/or furnish such bonds as we may require in our discretion. Depending on the type of check lost, stolen or destroyed, your claim generally will become enforceable either 90 days following the date of the check or 90 days following the date of acceptance of the check. Until your claim becomes enforceable, we may pay the check. Payment of the check to a person entitled to enforce it discharges all of our liability to you with respect to the check. Once your claim becomes enforceable, we will issue a replacement check or refund your money if we have not already paid the lost, stolen or destroyed item. For stop payment order on pre -authorized electronic funds transfers, please refer to Article J - Electronic Fund Transfer Disclosure for Consumers Accounts. 8. Stale and Postdated Checks and Checks Bearing Notations. We may, in our discretion and without notice to you, either pay or return any check that is presented to us for payment more than six (6) months after the date of that check (a "stale -dated" check), even if the presentation occurs after the expiration of a stop payment order. We normally do not examine the date on checks presented for payment. You agree that we are not required to identify stale -dated checks or to seek your permission to pay them. We also may, in our discretion and without notice to you, either pay or return any check we receive 21 before the date on that check unless you have complied with any applicable statute regarding postdated checks and you have provided us with notice of the postdating in time for us to have a reasonable opportunity to act on it before the check is presented to us for payment. Your notice about any postdated check must be given in the same manner as a stop payment order and must provide the same information required for stop payment orders. Each postdated item covered by a notice of postdating will be subject to a service charge. We may disregard any information on an item drawn on your account other than the signature of the authorized signer, the amount of the item, the date of the item (subject to the provisions of this Agreement regarding state and postdated checks), the account number, the endorsements, and any other information which appears in magnetic ink at the bottom of the check. Although we are not obligated to, we may pay or accept checks and other items bearing restrictions or notations (e.g., "void after b months," "two signatures required," "payee's endorsement required," "not good for more than $(amount)," "void if not paid in (number) days," "payment in full," and the like) whether on the front or back, in any form or format. If you cash or deposit an item or write a check with such a notation, you agree that it applies only between you and the payee or maker. The notation will have no effect on us, and you agree to accept responsibility for payment of the item. We shall have the right, but not the obligation, to process any item that is materially incomplete or has been altered. 9. Check Cashing for Non -Customers. Because cashing a check for a person who does not maintain a deposit relationship with us exposes us to additional fraud risks and imposes additional administrative burdens on us, you agree that we may (a) charge a fee for cashing a check for any such person when the check is drawn on your account, (b) deduct the fee from the cash remitted to such person, and/or (c) require a thumbprint or other physical and/or documentary requirements from such persons. You release us from any and all claims and liability for charging any such person a check cashing fee and/or for refusing to process or pay a check for which the fee is not paid or with respect to which physical or documentary requirements are not satisfied including, but not Limited to, any claims for wrongful dishonor. 10. Payment of Lost Check. Checks and other items are sometimes lost during processing or while in transit. If a photocopy of a check or other item that appears to be drawn on your account is presented to us for payment in place of the original, we may pay the photocopy if it is accompanied by a representation from another financial institution that the original item has been lost or destroyed. ARTICLE E: DEPOSITS, COLLECTIONS AND WITHDRAWALS 1. Deposits. We may require a minimum initial deposit to open an account. You may make additional deposits of any amount of $1.00 or more accompanied by a completed deposit slip (unless your deposit is by funds transfer) either in person, by mail, at an ATM, a night depository, or by funds transfer. We may charge for deposits, and we also may refuse to accept for deposit or collection any item you offer for deposit, accept all or any part of a deposit for collection 22 only, or limit the amount of the deposit. If your deposit is other than cash, for example, a check, we may without prior notice to you (except where prior notice is required by law) place a hold on the account for the amount of deposited items for the approximate period of time it takes us to verify that the items will be paid. During the hold period, interest -bearing accounts will earn interest in accordance with the interest schedule. Items accepted for deposit and drawn on a non-U.S. institution may be subject to a service charge. We may accept an item for deposit to your account from anyone and without questioning or verifying the authority of the person making the deposit. Any item that we cash or accept for deposit may be subject to later verification and final payment. We may deduct funds from your account if an item is lost (unless such item was lost due to our negligence), stolen or destroyed in the collection process, if it is returned to us unpaid, or if it was improperly paid, even if you have already used the funds. Cash deposits are also subject to later verification. Credit for any item we accept for deposit to your account, including funds that are deposited by electronic transfer, is provisional and may be revoked if the item is not finally paid, for any reason, in cash or its equivalent. We may give cash back to any authorized signer(s) in connection with items payable to an owner, whether or not the items have been endorsed by the owner. If you make a deposit or payment that is not accompanied by instructions indicating how or where it is to be credited, we may apply it at our discretion to any loan or deposit account any of you maintains with us. We may endorse and/or collect items deposited to your account without your endorsement, but may require your personal endorsement prior to accepting an item for deposit. If you deposit an item that bears the endorsements of more than one person or persons who are not known to us, we may refuse the item, require all endorsers to be present, or require that the endorsement be guaranteed by another financial institution acceptable to us before we accept the item. Our policy on the availability of deposits for withdrawal is described in Article K: Funds Availability Policy. 2. Collection as Agent. Items delivered to us for deposit or collection are received by us as your agent for collection and at your risk. We may accept an item for collection only (such as a returned deposited item or an item drawn on a non-U.S. institution) and impose a service charge for attempting collection of the item. In situations where we accept an item for collection only, we will not give you cash or an official check for the items until the items have been paid. We are obligated only to exercise ordinary care in handling and collecting items delivered to us for deposit or collection. We shall not be liable for the misconduct, neglect, insolvency, mistake, or fault of other persons or entities, or for loss or destruction of any item in transit or in the possession of others or for loss of use as a result of theft, fire, or other event beyond our reasonable control. If any item deposited to your account is payable by a payor that is not a bank, we may send the item directly to that payor. Items payable through another bank may be sent directly to that bank or to collecting agents who Likewise shall have the right to send the items directly to the bank on which they are drawn or at which they are payable. Payment of these items may be accepted in cash or drafts and neither we nor any collecting agents shall be Liable for failure to collect such drafts. Each collecting agent is deemed to be your agent. No collecting agent shall be liable for loss arising from any act or omission of another agent. 23 3. Check Endorsement Standards. If you deposit checks into your account, you are responsible for the condition of the check when it is deposited. The back of the check is used during the check collection process to record the identification of banks processing the check. Most of the back of the check is reserved for bank use. You agree that the endorsement of the check must be contained in the payee endorsement area, which is limited to 1 1/2 inches from the trailing edge of the check on the back. The trailing edge of the check is defined as the Left side of the check looking at it from the front. Any writing, stamp, or marking outside of the payee endorsement area may delay the proper return of any unpaid check you have deposited. You agree to indemnify us from any loss or Liability, including attorneys' fees and court costs, that may be caused by your failure to adhere to the endorsement standards of the Federal Reserve System. 4. Foreign Items and Currencies. We may refuse to accept a foreign item for deposit or collection. If we accept a foreign item for deposit or collection, you assume all the risks relating to or arising from: the collection process, a late return and changes in currency exchange rates. If we accept a foreign item for deposit or collection, we may decide not to credit the value of the foreign item to your account until we receive the proceeds in cleared funds from the paying bank. However, if we do credit your account, the credit is provisional and we may reverse the credit at any time. Deposits in foreign currencies will be converted to U.S. Dollars at the exchange rate determined by us in our sole discretion and in effect at the time of final collection. Exchange rates may fluctuate significantly in a short period of time. You bear all exchange risk related to deposits of foreign currency. You will be responsible for all collection charges if any item that is payable at a foreign bank or in a foreign currency is deposited to your account. 5. ATM Depositories, Night Depositories, Direct Deposit, and Deposit by Mail. Our ATMs, night depositories, direct deposit service, and deposit by mail service are for your convenience. We are not accountable for deposits made in this manner until the deposit is actually accepted and processed by our authorized employees. Deposits made in this manner will be posted to your account on the date accepted by our authorized employees. Our records are conclusive proof of what deposits we received from you through ATM depositories, night depositories, or the mail service. If any direct deposit is recalled, we are authorized to reverse the deposit without prior notice to you, except as otherwise required by law. Your claim that an item was deposited, which is now missing, will not create a presumption that there is a missing item or that we failed to act with ordinary care. 6. Chargebacks. In the event a deposited item drawn on us (an "on us" item) is determined by us not to be payable for any reason or a deposited item drawn on any other payor is returned to us for any reason, without regard to whether the other payor returned the item to us before its deadline to do so, we may charge the item (a "chargeback item") to your account or to any account of which you are an owner (including any joint account). We may debit all or part of a chargeback item to your account even if doing so results in or causes an overdraft of your account and regardless of whether the item can be physically returned to you. You waive notice of dishonor in connection with any item that is not finally paid in full and that we charge back to your account. We may recover from you any amount withdrawn by you against a chargeback item. In 24 the event that our debit of all or part of a chargeback item results in or causes an overdraft of your account, we may obtain and retain possession of the item, if it is available, until we recover from you the amount of any overdraft of your account and for a reasonable time thereafter. If our debit of all or part of a chargeback item that is an "on us" item does not result in or cause an overdraft of your account, our deadline for return to you of the item, if it is available, shall be six (6) business days after we make such determination. If we are notified that any item for which you received payment or credit to your account is not properly payable, you agree that, without notice to you, we may authorize the drawee bank to hold the item and try to obtain payment. We will not initially decide whether a deposited item has been improperly returned; if you believe that a deposited item has been improperly returned, you should contact us immediately. We will not be responsible for failing to pay any item presented against your account before a deposit becomes available for withdrawal, as set forth above, if the available balance in your account, without regard to such deposit, is insufficient to pay the item. 7. Error Correction. Errors in posting, addition, subtraction and calculation, whether by you or us, are subject to correction by us at any time; provided that we may not be obligated to correct certain errors if you fail to notify us of the exceptions in a timely manner as described in Section 3 of Article C: Account Statements - Errors; Unauthorized Transactions and Forgeries. You agree to repay us promptly any amount credited to your account in error, and you authorize us to charge your account or any other account of which you are an account owner, to obtain payment of any erroneous payment or credit. 8. Withdrawals. You may withdraw part or all of your account's available balance. Any account owner or authorized signer of a joint account may withdraw all or part of the available balance in the account, regardless of who deposited the funds into the account. We accept no responsibility or obligation, except as required by law, to supervise or review the use of your account. 9. Restrictions on Withdrawals. Your account may be subject to certain transaction limitations which are shown in the disclosure provided to you at the time you opened your account. We may at any time and without prior notice to you (except where prior notice is required by law) establish and change transaction limitations for any account. If these limitations are exceeded, you will be subject to any charges in effect at the time. In addition, we may close the account without prior notice to you (except where prior notice is required by Law). We also may require you to provide notice before you may withdraw money from certain types of accounts. Although your signature card, resolutions or your checks may indicate that more than one signature is required on checks and for the withdrawal or transfer of funds, that notation is for your own purposes and is not binding on us. We do not assume a duty to enforce multiple signature requirements. As such, we assume no duty to confirm that two or more (or any combination) of authorized users have approved any'transaction. We may pay out funds from your account if the check, item, or other withdrawal or transfer instruction is signed or approved by any one of the authorized signers on the account. We are not liable to you if we do this. All checks written on your account must be drawn in U.S. dollars. We may (but are not obligated to) require suitable identification and/or presentation of 25 account ownership records for any withdrawal of funds and/or the closing of any account. Cash withdrawal or payments at any branch may be restricted due to the Limited amount of currency on hand. If we do not have sufficient cash for a large withdrawal or payment, we may make arrangements for a later cash payment or offer to make payment with a bank check. We assume no responsibility to provide personal protections for customers who elect to carry large sums of money off of our premises. Without prior written notice to you, we may place a hold on your account to cover a claim against your account, or we may pay the source of the claim when we receive any notice, claim, or court order which we believe may affect your account (such as liens, garnishments, attachments, levies, injunctions, or other orders of a court or other governmental agency), regardless of the form or manner in which we receive the notice, claim, or court order and regardless of whether we are a named party to the notice, claim, or court order. We will not be responsible for refusing to let you withdraw funds from the account or refusing to pay items presented against your account while the hold is in effect or after we have paid funds to the source of the claim. 10. Conflicting Demands/Disputes. If there is any controversy, dispute or uncertainty regarding the ownership of an account or its funds, there are conflicting demands over its ownership or control, we are unable to determine any person's authority to give us instructions, or we believe a transaction may be fraudulent or may violate any law, we may refuse to pay any funds to anyone until we are satisfied that the controversy, dispute or uncertainty is resolved, or we may continue to honor the authority of account owners and authorized signers as reflected on our records. Specifically, we may, in our sole discretion: (a) freeze the account and refuse transactions until we receive written proof (in form and substance satisfactory to us) of each person's right and authority over the account and its funds; (b) refuse transactions and return checks, marked "Refer to Maker" (or similar language); (c) require the signatures of all authorized signers for the withdrawal of funds, the closing of an account, or any change in the account, regardless of the number of authorized signers on the account; (d) pay or offer to pay the account balance to a court of appropriate jurisdiction, naming all of the claimants to the account as defendants in an interpleader action; and/or (e) continue to honor checks and other instructions given to us by persons who appear as authorized signers according to our records. The existence of the rights set forth above shall not impose an obligation on us to assert such rights or to deny a transaction. We will not be responsible for any damages you may suffer as a result of our refusal to allow you or anyone else to withdraw funds due to controversy, dispute or uncertainty or our allowing any existing owner or authorized signer to continue to conduct transactions on the account during the controversy, dispute or uncertainty. You are liable for all expenses and fees we incur, including attorney's fees, and we may charge them to your account without notice to you. 11. Legal Process. We may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process which we believe (correctly or otherwise) to be valid. If we are not fully reimbursed for our record research, photocopying and handling costs by 26 the party that served the process, we may charge such costs to your account, in addition to our minimum legal process fee. You agree to reimburse us for, and we may charge to your account, any cost or expense, including attorneys' fees, which we incur in responding to legal process related to your accounts. We may not pay interest on any funds we hold or set aside in response to legal process. You agree that we may honor legal process that is served personally, by mail, or by facsimile transmission at any of our offices (including locations other than where the funds, records or property sought is held), even if the law requires personal delivery at the office where your account or records are maintained. You acknowledge that accounts opened with trust or fiduciary designations (e.g., "XYZ, Inc. -Client Trust Account") may be subject to levies and other legal process against your property unless our records clearly reflect the existence of an express written trust or court order. If the legal process directs us to release information about one or more, but not all, accounts that are reported on a combined statement, we may release the entire combined statement, even though other accounts reported on the combined statement are not covered by the legal process. If the legal process requests information about one or more, but not all, account owners or authorized signers, we may release information about all co -owners or authorized signers on the account, even though some of the other co -owners or authorized signers are not covered by the legal process. ARTICLE F: FUND TRANSFER SERVICES In the event we have not entered into a specific written agreement with you regarding fund transfer services, the following provisions apply to funds transfers you send or receive through us, but do not apply to electronic fund transfers governed by Regulation E, which implements the federal Electronic Funds Transfer Act. If you have a specific written agreement with us for funds transfer services, these provisions supplement that agreement to the extent these provisions are not inconsistent with the agreement. 1. Wire Transfers. To the extent any funds transfer is not subject to the Electronic Fund Transfer Act or Regulation E, we have established rules and security procedures for initiating funds transfers. You may subscribe to certain funds transfer services we offer by entering into a specific agreement with us for these services. In the event you do not execute our separate agreement and in consideration of our processing your wire transfer, you agree to abide by our established rules and security procedures for funds transfers and the following provisions. (a) Governing Law. Fund transfers will be governed in accordance with Article 4A of the UCC as enacted in the state in which we maintain your account. You further agree to be bound by any rules then in effect governing the use of any fund transfer payment system through which the funds may be transmitted including, but not limited to, U.S. Federal Reserve Board Regulation J for Fedwire. If we are also the beneficiary's bank, we may simply debit and credit the appropriate accounts as requested in the payment order. (b) Cutoff Times for Payment Orders. We have cutoff times for processing payment orders. Cutoff times may vary depending on the particular office 27 of our bank and the type of payment order. We may treat payment orders we receive after a cutoff time as if received on our next business day. We will tell you our cutoff times upon request. (c) Amending or Cancelling Payment Orders. You may not amend or cancel a payment order after we receive it. If you ask us to do this, we may make a reasonable effort to act on your request. But we are not liable to you if, for any reason, a payment order is not amended or cancelled. You agree to reimburse us for any costs, losses or damages that we incur in connection with your request to amend or cancel a payment order. (d) Inconsistency of Name or Account Number. You agree that the beneficiary's bank may make payment to the beneficiary based solely on the account or other identifying number, even if the name on the payment order differs from the name on the account. You also agree that we or any intermediary bank may send a payment order to an intermediary bank or beneficiary's bank based solely on the account or bank identifying number, even if the payment order indicates a different bank name or recipient name. (e) Sending Payment Orders. We may select any intermediary bank, funds transfer system or means of transmittal to send your payment orders. Our selection may differ from that indicated in your instructions. You agree to pay all charges for wire transfers and transfers we make between accounts maintained with us in our "Schedule of Fees." If you give us a payment order that is erroneous in any way, you agree to pay the amount of the order whether or not the error could have been detected by any security procedure we employ. (f) Notice of Rejection. Payment orders will not be accepted until executed by us. We may reject payment orders. We notify you of any rejection orally, electronically or in writing. If we send written notices by mail, we do so by the end of the next business day. We are not liable to you for the rejection or obligated to pay you interest for the period before you receive timely notice of rejection. (g) Errors or Questions About Your Payment Orders. We notify you about funds transfers by listing them on your account statement. In some cases, we also may notify you electronically or in writing. You must notify us at once if you think a funds transfer shown on your statement or notice is incorrect. You must send us written notice, including a statement of relevant facts, no later than fourteen (14) days after the date you receive the first notice or statement on which the problem or error appears. If you fail to notify us within this period, we are not liable for any loss of interest because of an unauthorized or erroneous debit or because your statement or notice is incorrect. We are not required to compensate you, and we are not required to credit or adjust your account for any loss of interest or interest equivalent. By using any of our funds transfer services, you acknowledge and agree that our methods and procedures for the authorization and authentication of funds transfers constitute commercially reasonable security procedures under applicable law. 28 This Section does not apply to ACH system funds transfer services. You may give us payment orders for ACH system funds transfers only if you have an agreement with us for those services. 2. Receiving Funds Transfers. We may receive instructions to pay funds to your account. We may receive funds directly from the sender, through a funds transfer system or through some other communications system. This includes wire transfers, ACH transfers that may be sent through an ACH system or processed directly to an account with us, and transfers between accounts maintained with us. We notify you that we have received funds by listing them on your account statement. Your account statement will be the only notice of receipt which we will provide you. While we generally do not provide such separate notices, we may do so on occasion, in which case we send the notice within two (2) business days after we credit your account. We are not obligated to pay you interest for the period before you receive notice and, at such time, we only pay interest for those accounts which earn interest. If you are expecting a funds transfer and want to find out if it has been credited to your account, call us at the number for customer service on your statement. 3. ACH Debits and Credits. From time to time, you may be a party to an ACH transfer that may be credited or debited to your account. For each ACH transaction, you agree that the transaction is subject to the National Automated Clearing House Association (NACHA) Operating Rules or other clearing house rules and regulations then in effect. You agree that we may rely on the representations and warranties contained in these operating rules and either credit or debit your account as instructed by the originator of the ACH transaction. Credit for an ACH transfer is provisional until final payment is received by the payee's financial institution. Until that happens, the party originating the transfer is not deemed to have made payment to the beneficiary, and the payee's bank is entitled to a refund of the provisional credit. If we give you provisional credit for an ACH transfer, but do not receive final payment, you become obligated to us for the full amount without prior notice or demand. The person who sent the payment order is considered not to have paid you. We are not required to give you a separate notice of our receipt of an ACH transfer. If we accept ACH credits to your account, you will receive notice of the credit on your next regular periodic statement. Some checks that you give to a merchant may be converted by the merchant into ACH debit entries, in which case they will be collected electronically and charged against your account much more quickly than a paper check. This means that (a) you will have a reduced right to stop payment, (b) you need to make sure that your account has sufficient collected funds to cover the debit, and (c) you will not receive any copy of a cancelled check with your monthly statement. If a merchant uses a blank check to initiate a debit entry at the point of sale, the merchant should return the voided check to you. You should treat the voided check with care because someone else who obtains possession of it could use the information to initiate additional debits against your account. A merchant who receives your check by mail should give you notice of the conversion but will destroy the original check. Whether your check is converted at the point of sale or at the merchant's lockbox, a description of the transaction will appear on your monthly statement from us. 29 4. Specific Provisions for Commercial Funds Transfers. If your account is not established primarily for personal, family or household purposes, you acknowledge and agree that Article J - Electronic Fund Transfer Disclosure for Consumer Accounts does not apply to your account or to any electronic fund transfers to or from your account. You acknowledge and agree that this Agreement and any other related agreements with us set forth security procedures for electronic banking transactions that are commercially reasonable. You agree to be bound by any and all electronic fund transactions to or from your account, whether authorized or unauthorized, and we shall have no liability to you for any unauthorized electronic fund transaction or inquiry, except as otherwise expressly provided in a written agreement between you and us, or as required by applicable law. You agree that we, in our sole discretion, may from time to time impose limitations and restrictions on the number, frequency, and dollar amount of electronic transactions, as well as restrictions on the types of available transactions, with or without notice to you. In addition, you agree to comply with any limitations or restrictions that otherwise apply to your account(s) and may affect electronic fund transfers or inquiries. ARTICLE G: SPECIFIC RULES FOR TIME DEPOSITS The terms and conditions contained in this Article G supplements the other terms and provisions of this Agreement and apply to any time deposit accounts ("Time Deposits") that you have with us. Time Deposits are further subject to terms and provisions that may be printed on your Time Deposit receipt and you acknowledge and agree that such terms and provisions are part of this Agreement. In the event of a conflict between the terms set forth herein and the terms and provisions printed on your Time Deposit receipt, the terms and provisions printed on your Time Deposit receipt will govern and control. 1. Time Deposit Terms. The terms of the Time Deposit, such as the interest rates, Annual Percentage Yield ("APY..1, length of term period, renewability, and date of maturity are specified on the Time Deposit receipt. 2. Interest. The Time Deposit earns interest at the rate and basis as set forth on the Time Deposit receipt. Interest will begin to accrue on the business day we receive your deposit. Interest will not be compounded unless noted and will be paid to you at the frequency and in the method noted on the Time Deposit receipt. Withdrawal of interest prior to maturity will affect the APY. 3. Annual Percentage Yield. The APY is a percentage rate reflecting the total amount of interest that would be earned on the account based on the interest rate and the frequency of compounding. The APY assumes interest will remain on deposit until maturity. Any withdrawal will reduce earnings. You must maintain a daily balance equal to the amount of your initial deposit or renewal amount to earn the stated interest rate and APY. 4. Automatic Renewal. For any renewable Time Deposit, your deposit will be automatically renewed on the stated maturity date of its term. Such renewal will be for a time period equal or similar to the original term and subject to these terms and conditions. Interest for the renewal term will be paid at the interest rate then in effect at Cadence for similar accounts. If you close the Time Deposit upon the maturity date, or within the grace period following 30 the maturity date, we will not charge an early withdrawal penalty for that withdrawal. Should you wish to prevent the deposit from being renewed, you must contact us in writing at any time before the maturity date but not later than the grace period defined below. If your type of deposit is not a part of our service offering at the time of renewal, we will notify you accordingly, and the funds will be paid to you or deposited into a different type of account pursuant to this Agreement and our disbursement procedures in effect at that time, and/or pursuant to any option we have given you in our notification to you which you have elected. 5. Time Deposit Maturity Notice. A notice will be sent prior to the maturity of the Time Deposit indicating the date on which your deposit will mature. For non - automatically renewable Time Deposits, this notice will be the final maturity notice and interest will no longer accrue after the stated maturity date on the Time Deposit receipt. 6. Grace Period. You may withdraw all or any part of your deposit during the grace period designated on the Time Deposit receipt after the maturity date. However, no interest from the date of maturity will be paid on any funds withdrawn in this manner. Any person named on the Time Deposit receipt may make withdrawals during a grace period. 7. Renewal Confirmation Notice. For automatic renewable Time Deposits, a notice will be sent after the grace period on your matured deposit has expired, indicating your new interest rate, maturity date and other terms governing the new Time Deposit term. 8. Early Withdrawal. You have contracted to keep the account funds on deposit from the issue date until the maturity date. Early withdrawal is withdrawing all or part of principal of any deposit, prior to maturity, except withdrawals during a grace period as defined above. Early withdrawal is also defined as amending the terms of your Time Deposit to reduce the maturity period designated on the Time Deposit receipt (provided, that we have no obligation to agree to an amendment of such terms, and any such amendment shall be within our sole and absolute discretion). We may accept a request by you for withdrawal of some or all of the account funds prior to the maturity date at our discretion or as otherwise described in the Disclosures. 9. Early Withdrawal Penalty. Unless provided otherwise on the Time Deposit receipt we will assess an early withdrawal penalty on any withdrawal, either partial or in whole, that we allow you to make from your Time Deposit account prior to the maturity date. The method for determining that penalty is described in the Time Deposit receipt. The penalty may be waived in the event of death of any depositor on the Time Deposit, or if any depositor is determined to be legally incompetent by a court or other administrative body of competent jurisdiction. 10. Multiple Ownership. Our rules and procedures provide that any early withdrawal of a Time Deposit upon which more than one depositor is designated, other than (a) an early withdrawal upon the death or adjudication of incompetency of one depositor or (b) withdrawals during a grace period as defined above, requires the signature of all depositors. You agree to be bound by these rules but also acknowledge that we may, in our sole discretion, 31 waive these rules because of special circumstances. You agree to be bound by our decision should we waive the rules and we shall have no liability to any depositor arising from our decision. We reserve the right to refuse your request to withdraw the funds in your Time Deposit until such time as the funds used to purchase the Time Deposit have become collected funds. 11. Transferability and Negotiability. Time Deposits are non-negotiable, non- transferable and non -assignable, except upon the internal books of Cadence. This means that you may not transfer, pledge or otherwise assign the ownership of your Time Deposit to anyone without our written consent, which may be granted or withheld in our sole and absolute discretion. Any transfer is not effective until we have given you written consent and note the transfer in our records. 12. Reporting Interest Earned. The Internal Revenue Service requires us to report interest, on which you may owe income tax, for the calendar year in which it is paid to you. For Time Deposits with terms greater than one (1) year with interest paid at maturity, we will report the interest your deposit has earned, whether or not it is paid. Each year we will furnish you a statement that reflects the interest paid to you during the preceding year. All interest will be reported as having been earned by the person named first on the account. 13.Additional Deposits. No additional deposits will be allowed to a Time Deposit during its term unless otherwise described in the Time Deposit Receipt. ARTICLE H: DISPUTE RESOLUTION As further set forth below, by opening or maintaining the account, you agree that if a dispute, claim or controversy of any kind arises out of or relates to this Agreement or to your account or any transactions involving your account, or any service or product related to your account, either you or we may elect to have that dispute resolved by binding arbitration. This arbitration provision limits your ability to litigate claims in court and your right to a jury trial. You should review this article carefully. Furthermore, you will not have the right to participate as a class representative or member of any class of claimants for any claim subject to arbitration. Arbitration is a more informal proceeding in which disputes are decided by one or more neutral arbitrators who receive the evidence and then issue a binding ruling in the form of an award. You understand that discovery and other procedures in arbitration may be more limited than discovery in court proceedings and that the ability to modify, vacate, or appeal an award by an arbitrator(s) is strictly limited. 1. Arbitration Procedure. You and Cadence agree, upon written demand made by you or Cadence, to submit to binding arbitration all disputes, controversies, and claims, whether based on contract, fraud, tort, intentional tort, statute, regulation, constitution, common law, equity, or any other legal basis or theory, and whether pre-existing, present, or future, that arise out of or relate to (a) this Agreement, your account, any transaction involving your account, any charges assessed on your account or any advertisements, promotions, or oral or written statements related to this Agreement, your account, or any service or product related to your account, (b) the relationships that result from this Agreement (including, to the fullest extent permitted by applicable law, relationships with 32 third parties who are not parties to this Agreement or this arbitration provision), or (c) the validity, interpretation, scope or enforceability of this Agreement or the interpretation or scope of the Arbitration Clause (collectively, a "Claim"). The provisions of this Article H shall include any Claim involving our current and former officers, directors, employees, agents, representatives, contractors, subcontractors, parent, subsidiaries, affiliates, successors or assigns as well as any other person or company who provides any services in connection with an account, as may exist from time to time, and any such Claim against any of those parties may be joined or consolidated with any related Claim against us in a single arbitration proceeding. In addition, if we become a party in any Lawsuit that you have with any third party, whether through intervention by us or by motion or pleading made by you or any third party, we may elect to have all claims in that lawsuit between you and such third party to be resolved by binding arbitration under this Agreement. At the option of the first party to commence arbitration, you or we may choose to have the arbitration conducted by the American Arbitration Association ("AAA"), or you and we may agree on a different arbitrator. In any event, any arbitration under this Agreement shall be conducted in writing in accordance with the applicable arbitration rules of the arbitrator or arbitration organization ("Rules"). If an arbitrator other than the AAA is chosen, the Rules of the AAA will be applied to any circumstance that is not addressed by the Rules of the chosen arbitrator. In the event of any inconsistency between this Agreement and the Rules to be used for arbitration, such inconsistency shall be resolved in favor of this Agreement. This arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act (TAXI shall apply to the construction, interpretation and enforceability of this Agreement notwithstanding any other choice of law provision contained in this Agreement. Either party may initiate arbitration by giving written notice of the intention to arbitrate to the other party and by filing notice with the AAA in accordance with the Rules in effect at the time the notice is filed. The notice shall set forth the subject of the dispute and the relief requested, at a minimum. The demand for arbitration may be made before or after commencement of any litigation. You should contact the AAA at 800-778-7879 or www.adr.org for more information about arbitration. If for any reason the AAA is unable or unwilling to serve as arbitrator, and you and we cannot agree on a different arbitrator, we will substitute another national or regional arbitration organization. All statutes of limitation, defenses, and attorney -client and other privileges that would apply in a court proceeding shall apply in and to the arbitration. Any arbitration proceeding will be held at a location that is reasonably convenient to all parties in either your state of residence or the state of your statement address with Cadence, with due consideration of each party's ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, that determination shall be made by the arbitrator(s). Notwithstanding anything to the contrary in this Agreement, any dispute regarding whether a particular controversy is subject to arbitration, including any claim of unconscionability and any dispute over the enforceability, scope, reach or validity of this agreement to arbitrate disputes or of this entire Agreement, shall be resolved by the arbitrator(s). 33 Where the aggregate of all Claims by both you and us does not exceed $250,000, any expedited procedures provided in the Rules ("Expedited Procedures") shall apply and a single arbitrator shall decide the Claims. Where the aggregate of all Claims by both you and us exceeds $250,000, a panel of three arbitrators shall decide all Claims. Each arbitrator, whether or not acting under Expedited Procedures, shall be an active member in good standing of the bar for any state in the continental United States and shall be either (a) actively engaged in the practice of law for at least 10 years, or (b) a retired judge. You and we agree that the arbitrator(s): (a) shall limit discovery to non - privileged matters directly relevant to the arbitrated dispute; (b) shall apply applicable contract terms, statues and legal precedent and shall follow the Federal Rules of Evidence, enforce applicable privileges and employ applicable burdens of proof; (c) shall grant only relief that is based upon and consistent with substantial evidence and applicable substantive law; (d) shall have authority to grant relief only with respect to Claims asserted by or against you individually; and (e) shall provide a brief written explanation of the basis for the award upon the request of either party and shall make specific findings of fact and conclusions of law to support any arbitration award that exceeds $25,000. For claims up to $50,000, upon written request by you, we will pay to AAA, or the applicable arbitration party, your portion of the arbitration filing fee that exceeds the cost of filing a lawsuit in the federal court where you live. Upon written request by you, we may elect, at our sole discretion, to pay or advance some or all of any remaining arbitration fees and other costs. The arbitrator will decide whether we or you ultimately will be responsible for paying any filing, administrative or other fees in connection with the arbitration. If you are the prevailing party in the arbitration, the arbitrator(sl also may order us to pay some or all of your attorney, expert, and/or witness fees. Judgment upon any award rendered in arbitration may be entered in any court having jurisdiction. Nothing in this arbitration provision shall limit your or our right, whether before, during, or after the pendency of any arbitration proceeding, to exercise any self-help remedies, such as set-off or repossession and sale of collateral, or to obtain provisional remedies (including but not limited to, injunctive relief or interpleader relief). Both parties agree that the taking of these actions or any other participation in litigation by you or us does not waive any right that either you or we have to demand arbitration at any time with respect to any subsequent or amended Claim filed against you or us after commencement of litigation between you and us. This arbitration provision shall survive termination of this Agreement and the closing of your account. Each party also has the option of filing an action in small claims court or your state's equivalent court for any dispute or claim within the jurisdictional limits of the small claims court. If such action is transferred, removed or appealed to a different court, either of us then have the right to demand arbitration of the claim. If any portion of this Article H, Section 1 is deemed invalid or unenforceable, then that portion will be severed and the remaining portions of this arbitration provision will remain valid and enforceable, including the prohibition against the arbitration of joined, consolidated, or class actions. However, if Article 34 H, Section 2, which prohibits the arbitration of joined, consolidated, or class actions is deemed invalid or unenforceable, then Article H, Section 1 in its entirety shall be void and unenforceable and severed from the rest of this Agreement. 2. WAIVER OF CLASS ACTION IN ARBITRATION. YOU CANNOT JOIN TOGETHER IN A DISPUTE WITH ANYONE OTHER THAN PERSONS WHO USE YOUR ACCOUNT, ALTHOUGH THIS LIMITATION DOES NOT AFFECT THE ABILITY OF A PURELY GOVERNMENTAL ENTITY TO INSTITUTE ANY ENFORCEMENT ACTION. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 1 OF ARTICLE H: DISPUTE RESOLUTION - ARBITRATION PROCEDURE, NO CLAIM MAY BE JOINED WITH ANOTHER ARBITRATION, OR CONSOLIDATED WITH THE ARBITRATION OF ANOTHER CLAIM, OR RESOLVED ON BEHALF OF SIMILARLY SITUATED PERSON, OR BROUGHT AS A PRIVATE ATTORNEY GENERAL OR ON ANOTHER SIMILAR REPRESENTATIVE BASIS. FOR ANY CLAIM SUBJECT TO ARBITRATION, YOU MAY NOT PARTICIPATE IN A CLASS -WIDE ARBITRATION, EITHER AS A PLAINTIFF OR CLAIMANT, CLASS REPRESENTATIVE OR CLASS MEMBER. 3. WAIVER OF JURY TRIAL. THIS PROVISION LIMITS YOUR RIGHTS TO A JURY TRIAL. YOU SHOULD REVIEW THIS SECTION CAREFULLY. IF (A) NEITHER WE NOR YOU SEEK TO COMPEL ARBITRATION OF ANY DISPUTE WE HAVE RELATED TO THIS AGREEMENT, YOUR ACCOUNT, OR ANY TRANSACTIONS INVOLVING YOUR ACCOUNT, OR (B) SOME OR ALL OF THE ARBITRATION CLAUSE IS UNENFORCEABLE AND WE ARE IN A DISPUTE IN A COURT OF LAW, THEN EACH OF US AGREES TO WAIVE ANY RIGHT WE MAY HAVE TO A JURY TRIAL TO THE EXTENT ALLOWABLE UNDER THE LAWS OF THE STATE THAT GOVERN THIS AGREEMENT. 4. Attorneys' Fees. If we are the prevailing party, you agree to reimburse us for our costs and expenses, including attorneys' fees, incurred in any action that we bring against you concerning your account and in any lawsuit instituted by you against us. ARTICLE I: ADDITIONAL PROVISIONS 1. Applicable Law. This Agreement and all accounts are governed by the laws of the state where we maintain your account and applicable federal laws and regulations in effect from time to time. For purposes of this Agreement, your account will be deemed to be maintained in the state where you opened your account. Your account is considered to have been opened: (a) if you opened your account in person, in the state where the branch office at which you opened your account is located; (b) if you opened your account electronically, by telephone, or by mail and your address is in a state where we have branch offices, in the state of your address at the time you opened your account; or (c) if otherwise, in Alabama. Alabama law will govern the maximum interest rate that may be payable to us. 2. Conflicts. To the extent this Agreement conflicts with any applicable provision of the UCC, this Agreement shall control; otherwise, this Agreement supplements but does not replace the UCC. If any provision of this Agreement conflicts with any applicable disclosure statement we have given you pursuant to the requirements of any law, such as the federal Electronic Fund Transfer Act, 35 the federal Truth -in -Savings Act, or the Check 21 Act, the provisions of such disclosure statement shall control. 3. Unclaimed Property — Accounts Presumed Abandoned or Inactive. State and federal law and our policy govern when accounts are considered abandoned. The applicable state law is generally the state listed in the address for your account statement. Your account is usually considered abandoned if you have not performed at least one of the following activities for the period of time specified in the applicable state's unclaimed property law: made a deposit or withdrawal, written to us about your account, or otherwise shown an interest in the account, such as asking us to keep the account active. You usually need to perform an activity. For purposes of these laws, bank charges and interest payments, and automatic deposits and withdrawals, are usually not considered activity. We are required by the unclaimed property laws to turn over accounts considered abandoned to the applicable state. Before we turn over an abandoned account, we may send a notice to the address we currently show for the account statement. We may not send this notice if mail we previously sent to this address was returned. Unless prohibited by the applicable state law, we may charge to the account our costs and expenses of any notice, advertisement, payment and delivery of the account to the applicable state agency. After we turn funds over to the state, we have no further liability to you for the funds and you must apply to the appropriate state agency to reclaim your funds. If we consider your account dormant or inactive, then (unless prohibited by federal law or the law of the state where we maintain your account) we may: • charge dormant account fees on the account in addition to any regular monthly service charges and other fees; • stop sending statements; • if the account received interest, stop paying interest on the account; and • refuse to pay items drawn on or payable out of the account. We consider your account to be dormant or inactive if, for one (1) year for checking, money market and savings accounts, there is no customer -initiated activity (except where state laws governing your account require otherwise). If you re-establish contact with us, we do not have to reimburse you for these fees and we are not liable to you for any interest that would otherwise have accrued on your account. 4. Set Off; Grant of Security Interest. You acknowledge that, except as otherwise prohibited by law, you grant us a security interest in and we have the right to charge or set off against your account (including any joint or multiple party account) any indebtedness or other obligations which you or any owner owe us, at any time, without any further notice to or demand on you, whether the indebtedness or other obligations exist at the time the account is opened or arise later. The indebtedness includes, without limitation, direct obligations (e.g., promissory notes and other agreements, including this one), indirect obligations (e.g., guarantees and endorsements) and all service charges and overdrafts incurred on any account you hold with us. Our security interest may not apply to your account if: (a) the debt is created by a consumer credit M. transaction under a credit card plan; or (b) your right of withdrawal arises only in a representative capacity. You agree that we may set off against the account any claim which we have against you without regard to the source or ownership of funds on deposit in the account and without requirement that the claim be owed to us by all of the account owners. You also agree that, to the extent allowed by law, we may set off any indebtedness or other obligations which you owe us under this Agreement against any other account or property in which you have an ownership interest that is in our possession or control. If your account receives a direct deposit of Social Security or Supplemental Security Income, or any other federal or state benefits exempt from legal process, you consent to our right to exercise set off against such deposits to satisfy any overdraft and associated fees, or to satisfy any other indebtedness or other obligations which you or any owner owe us. If you desire to prevent our exercise of set off against such deposits, you should arrange not to have them directly deposited into your account. We may take or setoff funds from your account before we pay checks or other items drawn on the account. We are not liable to you for dishonoring items where our action results in insufficient funds in your account to pay your checks and other items. This section does not limit or reduce our rights under applicable law to charge or setoff funds in your accounts with us for direct, indirect and acquired obligations you owe us. 5. Waivers. You waive and agree that we may waive certain legal requirements called presentment, demand for payment, protest, notice of protest, and notice of dishonor with respect to any and all items for which you received payment or credit from us. We reserve the right to waive the enforcement of any of the terms of this Agreement and with respect to any transaction or series of transactions and/or with respect to any of our customers. Any such waiver will not affect our right to enforce any of our rights with respect to other customers, or to enforce any of our rights with respect to other or later transactions. Otherwise, no failure by us to exercise, and no delay by us in exercising, any right or remedy shall operate as a waiver thereof or constitute an amendment of the terms of this Agreement. Where this Agreement or applicable law permits us to take action, or not to take action, in our discretion on any matter, any action, or inaction, on our part with respect to such matter shall not obligate us to repeat such action, or inaction, with respect to similar matters that may subsequently arise. 6. Other Services. If you have chosen to receive any of our other banking services offered in connection with your account, such as Time Deposits, individual retirement accounts, debit cards, ATM cards, overdraft lines of credit, mobile banking and online banking, we may provide the specific terms and conditions of the additional service to you in a separate agreement or disclosure. 7. Severability. If any provision of this Agreement or the application thereof to any persons or circumstances shall be invalid or unenforceable under applicable Law, such provision shall be deemed automatically reformed and amended to the extent, and only to the extent, necessary to render it valid and enforceable under such applicable law as of the effective date thereof, and such reformed or amended provision shall be binding without necessitating the formal amendment of this Agreement by the procedures specified herein; provided, however, that if such automatic reformation and amendment of such provision 37 shall be unreasonable or impracticable in the context of this Agreement, or shall significantly conflict with the purpose, intent and/or any other material terms or provisions of this Agreement, then such provision shall be deemed severed from this Agreement with respect to the persons or circumstances as to which such provision shall be invalid or unenforceable. Notwithstanding anything to the contrary in the foregoing, in the event that Section 2 of Article H: Dispute Resolution - Waiver of Class Action in Arbitration is deemed invalid and unenforceable, the entire arbitration provision in Section 1 of Article H shall be deemed unenforceable and severed from this Agreement. The invalidity or unenforceability of any one or more of the provisions of this Agreement, or the severance of any provision from this Agreement pursuant to the terms of this Agreement, shall not affect the validity or enforceability of the remaining provisions, and such remaining provisions shall continue in full force and effect to the fullest extent permitted by law. 8. Our Rights. You agree that our rights under this Agreement are cumulative, not exclusive. We may exercise any of them without giving up the right to exercise others. 9. Indemnification; Waiver of Consequential and Other Damages. If we take any action with respect to your account in accordance with your instructions or orders, or in accordance with this Agreement, or if you breach any warranty provided in this Agreement or by law, and we incur any loss, liability, damage, cost or expense (including attorneys' fees) as a result of any claim, demand, action, suit or proceeding brought or made by any party, you agree to indemnify and hold us harmless from and against such loss, liability, damage, cost or expense and to reimburse us for these amounts. IN NO EVENT SHALL WE OR YOU BE LIABLE TO ONE ANOTHER FOR SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE OR USE OF THE SERVICES PROVIDED FOR UNDER THIS AGREEMENT, EVEN IF YOU OR WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS REQUIRED BY APPLICABLE LAW. Our liability for a claim will be limited to the face value of an item or transaction improperly dishonored or paid or the actual value of any deposits not properly credited or withdrawals not properly debited. You agree that the amount of any claim you have against us in connection with any account or transaction with us, whether brought as a warranty, negligence, wrongful dishonor or other action, is subject to reduction to the extent that: 1) negligence or failure to use reasonable care on your part, or on the part of any of your agents or employees, contributed to the loss which is the basis of your claim; and 21 damages could not be avoided by our use of ordinary care. Any Loss recovery you obtain from third parties on a particular claim will reduce the amount of any obligations we may have to you on that claim and you will immediately notify us of any such recovery. You agree to pursue all rights you may have under any insurance policy you maintain in connection with any Loss and to provide us information regarding coverage. Our liability will be reduced by the amount of any insurance proceeds you receive or are entitled to receive in connection with the loss. If we reimburse you for a loss covered by insurance, you agree to assign us your rights under the insurance to the extent of your reimbursement. The limitations and exclusions in this Section shall apply to all claims of every kind, nature, and description whether arising 38 from breach of contract, breach of warranty, negligence or other tort, and shall survive the termination of this Agreement. 10.Telephone Calls; Calling, Monitoring and Recording. When you give a telephone number directly to us, or place a telephone call to us, you authorize us to place calls to you at that number. You understand that a "telephone number" includes a cell phone number and "calls" include both telephone calls and text messages to or from your phone or cell phone. As examples, we may place calls to you about fraud alerts, deposit holds, and amounts you owe us (collection calls) on your account, as well as marketing calls. When we place calls to you, we may use automatic telephone dialing systems and artificial, text, or prerecorded messages. You agree that such authorization and consent is an essential term of this Agreement, is part of the bargained - for exchange between the Parties, is part of the consideration of this Agreement, and cannot be revoked or altered except as expressly agreed in writing among the Parties. You also agree that we may monitor and/or record all of your communications with us, whether such communications are in person or electronic (including by telephone and computer) for any reason, including to monitor the quality of service you receive and to verify transaction related information. You agree that we are not required to remind you before or during each telephone call or communication that the conversation is subject to being monitored and/or recorded in accordance with applicable state and federal law. If you authorize someone to do business with us on your behalf, such as by power of attorney, you will be responsible for obtaining their permission to our recording their communications with us. You consent and agree in advance to these terms and conditions. All telephone numbers provided to us by you are incorporated herein by reference. Should any of the terms of this paragraph be held unenforceable, it shall not affect the enforceability of the remainder of this paragraph. 11. Release of Information. You can obtain information about your account by many methods, including at a banking center, by telephone, by mail and through online, mobile and text banking. We believe we have adopted reasonable security measures for each method, but we cannot ensure against unauthorized inquiries or intrusions. You agree that we are not responsible for the release of information to anyone who has gained possession of your ATM card, debit card or other code or access device or who has learned your identifying characteristics such as personal identification number (PIN), account number or social security number, even if you have not authorized them to obtain the information. 12. Force Majeure. You agree that we will not be liable for any loss or damage due to delays or failure to perform resulting from circumstances beyond our reasonable control (such as telecommunication or electrical outages or malfunctions, postal strikes or delays, computer system failures, war, terrorism, riot, labor trouble or natural disaster). The time, if any, required for such performance under this Agreement shall be automatically extended during the period of such delay or interruption. 13. Entire Agreement. This Agreement constitutes the current and entire general deposit agreement between you and us with respect to the account(s) you maintain with us and any and all prior general deposit agreements with respect to such account(s) are superseded by this Agreement. 39 ARTICLE J: ELECTRONIC FUND TRANSFER DISCLOSURE FOR CONSUMER ACCOUNTS THE DISCLOSURES AND TERMS IN THIS ARTICLE J ARE APPLICABLE ONLY TO CONSUMER ACCOUNTS OWNED BY NATURAL PERSONS AND ESTABLISHED PRIMARILY FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. Certain types of consumer transactions are initiated through electronic means and are governed by Regulation E, which implements the federal Electronic Fund Transfer Act (collectively referred to in this Article J as the "EFT Act"). The EFT Act, subject to certain exceptions and qualifications, covers fund transfers that are initiated through an electronic terminal, telephone, computer or magnetic tape, including ATM transfers, transfers initiated by telephone, Debit card transactions, ACH transactions and preauthorized electronic direct deposits and preauthorized electronic payments to third parties to or from your deposit account. Any authorized signer on your account may act alone in conducting electronic fund transactions, regardless of the number of required signers on the account's signature card. Your rights, protection, and liabilities are outlined in the following disclosure in accordance with the EFT Act. Our obligations and liabilities are also summarized for you. Please read and become familiar with all parts of this disclosure. Be sure to retain the telephone numbers and addresses that you may need in order to limit your liability and to resolve problems that you may have concerning electronic transfers. 1. Types of Available Transfers. The types of electronic fund transfers that you may make depend upon specific account type(s) and the services which you obtain, as well as the specific types of electronic fund transfers you have authorized. Additional banking services may be available (for example, by requesting an ATM or debit card, or by enrolling for the use of our online or mobile banking services) and you will receive separate terms and conditions pertaining to those services. Such separate terms and conditions supplement the terms of this Agreement. 2. Your Liability for Unauthorized Transfers. An unauthorized transfer means a transfer from your account that is initiated by another person without your authority to initiate the transfer and from which you receive no benefit. The term does not include any transfer that you indirectly authorized, such as a transfer that is initiated by a person who was furnished by you with the means to access your account, unless you have given us previous notice that such person is no longer authorized and we have had a reasonable opportunity to act upon your notice. Tell us AT ONCE if you believe any access device, card, code, personal identification number (PIN), or other means of electronically accessing your account (individually referred to in this Article J as a "card or code"] has been lost or stolen or if you believe that an electronic fund transfer has been made without your permission. Telephone us immediately at the number provided in Section 4 below to keep your possible losses down. You could lose all the money in your account(s) (plus your maximum overdraft line of credit, if any). If you tell us within two (2) business days after learning of the loss or theft of your card or code, or after learning of any other unauthorized electronic fund transfer from your account you can lose no more than $50 if someone used your card or code 40 without your permission. If you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use of your card or code, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was mailed to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If a good reason (such as a long trip or hospital stay) kept you from telling us of a suspected lost or stolen card or code or of any other suspected unauthorized transfer(s), we may extend the time periods. 3. Cadence Bank Business Days. For purposes of these disclosures, our business days are Monday through Friday, excluding bank holidays. 4. Telephone Number and Address in Event of Lost, Stolen or Compromised Device, or Unauthorized Transfer. If you believe your card or code has been Lost, stolen or compromised, or that someone has transferred or may transfer money from your account, without permission, using information from your check or otherwise, you should immediately call the number below or write to the address provided: Call Toll Free at: 1-800-636-7622 Or Write: Cadence Bank Customer Service 1108 Highway 82 East Starkville, MS 39759 5. Your Documentation of Transfers. (a) Receipts: You can usually get a receipt at the time you make any transfer to or from your account at an ATM or point of sale terminal. You may not get a receipt for small dollar transactions. (b) Preauthorized Transfers: If you have arranged to have direct deposits made to your account at least once every 60 days from the same person or company, you may call us to determine if the deposit has been made. If you have arranged for regular payments of varying amounts to be made from your account, the person you agree to pay should tell you ten (10) days before each payment the amount of the payment and when it will be made. (You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.) (c) Periodic Statements: You will receive a statement of your account each month in which an electronic fund transfer is made to or from your account. Otherwise, you will receive a statement at least quarterly. Your periodic statement will show the details of any electronic fund transfer you made and the details of any preauthorized transfers to or from your account that you instructed us to make. 6. Our Liability for Failure to Make Transfers. If we do not complete a transfer to or from your account on time or in the correct amount according to our 41 agreement with you, we will reimburse you for any losses or damages that you suffer. However, there are some exceptions where we will not be liable, such as, but not limited to, the following: if, through no fault of ours, other than exercise of our right of set off, you do not have money in your account to cover the transfer; if the transfer would exceed the available credit of any overdraft line of credit you may have; if the ATM where you are making the transfer does not have enough cash; if the ATM, terminal or system was not working properly and you knew about the breakdown when you started the transfer; if we consider your account to be inactive or dormant; if your card or code has been revoked due to inactivity or at our discretion; if the money in your account is being held subject to legal process or other encumbrance restricting transfers to or from your account; if we have received notice of a dispute as to the rights of parties to the accounts or their creditors or representatives and we have placed a hold on the account until resolution of the dispute; or, if circumstances beyond our control prevent the transfer despite our reasonable precautions. There may be other exceptions stated in our other agreements with you or permitted by law. 7. Disclosure of Information to Third Parties. We may disclose information to third parties about your account and the transfers you make as described in our Consumer Privacy Policy provided separately when you open your account and as amended from time to time. You may also obtain a copy of our Consumer Privacy Policy at any time by visiting any of our branches or by visiting our website. Without limiting our Consumer Privacy Policy, we will disclose information to third parties about your account or the transfers you make: • Where it is necessary for completing transfers, or • In order to verify the existence and condition of your account for a third party such as a credit bureau or merchant, or • In order to comply with government agency or court orders, or • If you give us written permission. 8. Your Right to Stop Payment on Preauthorized Transfers. If you have authorized us to make regular preauthorized electronic fund transfer payments from your account, you may stop any of these payments. Here's how: Call us at 1-800-636-7622 and making the appropriate selection from the voice menu, or by WRITING US at Cadence Bank, Customer Service, 1108 Highway 82 East, Starkville, MS 39759. You must notify us in time for us to receive your request at least three (3) business days before the payment is scheduled to be made. You must provide us with sufficient information to identify the payment, as well as any other information we may request. If you deliver your stop payment request by telephone, you must confirm your stop payment order to us in writing within fourteen (14) days of your oral stop payment order. We may charge you a fee for each stop payment order you give. An oral stop payment order will not be binding on us after fourteen (14) days if you fail to provide the required written confirmation. We may also require that you provide us within such time a copy of your written notice to the payee revoking the payee's authority to electronically obtain payments from your account. If we do not receive a copy of your notice, your stop payment request will no longer be binding on us. 42 In order to fulfill your stop payment request on any preauthorized electronic fund transfer, we may, in our discretion, but are not required to, stop all payments to the particular payee, or we may, in our discretion, notify you that your stop payment request cannot be fulfilled other than by closing your account. If you properly request us to stop payment and we fail to do so, we will reimburse you for losses or damages you suffer, if any, caused by our failure to stop payment as requested. Please see our agreement and disclosure statement for your Cadence Debit Card or Cadence ATM Card for different requirements that may apply to stop payment of any preauthorized electronic fund transfer involving use of those cards or the account numbers on those cards. 9. In Case of Billing Errors or Questions About Your Electronic Transfers. Telephone us or write us as soon as you can at the telephone number or address in Section 4 above, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than sixty (60) days after we sent you the FIRST statement on which the error or problem appeared. Your inquiry must include: • Your name and account number; AND • A description of the error or the transfer you are unsure about, and as clearly as you can, an explanation of why you believe there is an error or why you need more information; AND • The dollar amount of the suspected error. If you tell us orally, we may require that you send us your inquiry in writing within ten (101 business days. We will investigate your inquiry and will correct any error promptly. We will tell you the results of our investigation within ten (10) business days (twenty (20) business days for claims on accounts open Less than thirty (30) calendar days) after we hear from you; however, we may take up to forty-five (45) calendar days (ninety (90) calendar days for claims on accounts open less than thirty (301 calendar days, foreign -initiated transaction claims, and point -of -sale claims) to investigate your questions. If we need additional time to investigate, we will provisionally re -credit your account within ten (101 business days (twenty (20) business days for claims on accounts open Less than thirty (301 calendar days) for the amount you think is in error so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your inquiry in writing, and do not receive your written inquiry within ten 001 business days, we may choose not to provisionally re -credit your account. If we find that there was no error, we will send you a written explanation within three (3) business days after we finish our investigation. You may ask for copies of the documents we used. 10. Fees. You should refer to our -Schedule of Fees" or other documentation and disclosures we have provided you for information regarding any fees associated with electronic fund transfers. Such fees are subject to change from time to time, and we will provide you with notice of such changes as required by law. If you use an ATM or other electronic devise that is not operated by us, you may be charged a fee by us, the operator/owner and/or the automated transfer network (and you may be charged a fee for a balance inquiry even if you do not complete a funds transfer). 43 ARTICLE K: FUNDS AVAILABILITY POLICY This funds availability policy applies to deposits into a checking or savings account. Funds -availability" means your ability to withdraw funds from your account, whether those withdrawals are to be in cash, by check, automatic payment, or any other method we offer you for access to your account. If deposited funds are not "available- to you on a given day, you may not withdraw the funds in cash and we may not use the funds to pay items that you have written or honor other withdrawals you request. If we pay items that you have written or honor other withdrawals before funds are available to you, we may charge a fee for this. See the Insufficient Available Balance and Overdraft section of this Agreement. Please remember that even after the item has "cleared;' we have made funds available to you, and you have withdrawn the funds, you are still responsible for items you deposit that are returned to us unpaid and for any other problems involving your deposit. See the Chargebacks section of this Agreement. 1. Your Ability to Withdraw Funds. Except as described later in this policy: (a) Same -day availability: Wire transfers, electronic direct deposits, cash, and the first $200 from the total of all other deposits (first $50 for ATM depositsl will be available on the day we receive your deposit. Ibl Next business day availability: If you make a deposit of one of the following items in person to one of our employees, the funds from these deposits will be available no later than the first business day after the day of deposit: • State and local government checks that are payable to you; • Cashier's, certified, and teller's checks that are payable to you; and • Federal Reserve Checks, Federal Home Loan Checks, and U.S. Postal Money orders that are payable to you. (c) Second business day availability: Funds from all other deposits will be available no later than the second business day after the day we receive your deposit. 2. When Your Deposit Is Received. If you make a deposit with a teller at one of our branches on a business day, we will consider that day to be the day of your deposit. If you make a deposit on a business day before our cutoff time at a Cadence ATM, we will consider that day to be the day of your deposit. However, if you make a deposit on a day that is not a business day, or make a deposit at a Cadence ATM after the ATM cutoff time, we will consider the deposit to have been made on the next business day. • For determining the availability of your deposits, every day is a business day, except Saturdays, Sundays and federal holidays. • For deposits at Cadence ATMs, the cutoff time is 6:00 p.m. Central Time 17:00 p.m. Eastern Timel, unless the Cadence ATM is an Interactive Teller Machine, in which case the cutoff time is 7:00 p.m. Central Time (8:00 p.m. Eastern Time]. • Deposits placed in a night depository are considered received when we remove them from the night depository; we will remove deposits no later than the next business day. • Branches in some locations may be closed on business days in observance of a state holiday or because of an emergency, and deposits made at a night depository when those branches are closed will be considered received on the next business day when the branch is open. • Deposits sent by mail are considered deposited on the business day it arrives if it arrives by the cutoff time at the branch of deposit. 3. Longer Delays May Apply. Funds you deposited by check may be delayed for Longer than two business days under the following circumstances: • We believe a check you deposited will not be paid; • You deposited checks totaling more than $5,525 in any one day; • You redeposited a check that has been returned unpaid; • You have overdrawn your account repeatedly in the last six months; or • There is an emergency, such as failure of computer or communications equipment We will notify you if we delay your ability to withdraw funds for any of these reasons, and we wilt tell you when the funds will be available. They will generally be available no Later than the seventh business day after the day of deposit. 4. Special Rules for New Accounts. If you area new customer, the following special rules may apply during the first 30 days your account is open: • Funds from electronic direct deposits to your account will be available on the day we receive the deposit. Funds from deposits of cash, wire transfers, and the first $5,525 of a day's total deposits of cashier's, certified, teller's, traveler's, and federal, state and local government checks will be available on the first business day after the day of your deposit if the deposit meets certain conditions. For example, the checks must be payable to you land you may have to use a special deposit slip). The excess over $5,525 will be available on the ninth business day after the day of your deposit. If your deposit of these checks (other than a U.S. Treasury check) is not made in person to one of our employees, the first $5,525 will not be available until the second business day after the day of your deposit; and • Funds from all other check deposits will be available no later than the ninth business day after the day of your deposit. 5. Holds on Other Funds (Check Cashing). If we cash a check for you that is drawn on another financial institution, we may withhold the availability of a corresponding amount of funds that are already in your account. Those funds wilt be available on the day they would have been available if you had deposited the check. 6. Holds on Other Funds (Other Account). If we accept a check for deposit that is drawn on another financial institution, we may make funds from the deposit available for withdrawal immediately but delay your ability to withdraw a corresponding amount of available funds that you have on deposit in another account with us. The funds in the other account would then not be available until the time periods that are described elsewhere in this policy for the type of check that was deposited. Article K was recently revised on July 1, 2020. This addendum supersedes Article K in the Deposit Account Agreement. ARTICLE L: IMPORTANT INFORMATION ABOUT YOUR ACCOUNT AND SUBSTITUTE CHECKS (CHECK 21) What is a substitute check? To make check processing faster, federal law permits banks to replace original checks with "substitute checks." These checks are similar in size to original checks with a slightly reduced image of the front and back of the original check. The front of a substitute check states: "This is a legal copy of your check. You can use it the same way you would use the original check." You may use a substitute check as proof of payment just like the original check. Some or all of the checks that you receive back from us may be substitute checks. This notice describes the rights you have when you receive substitute checks from us. The rights in this notice do not apply to original checks or to electronic debits to your account. However, you have rights under other law with respect to those transactions. What are my rights regarding substitute checks? In certain cases, federal law provides a special procedure that allows you to request a refund for losses you suffer if a substitute check is posted to your account (for example, if you think that we withdrew the wrong amount from your account or that we withdrew money from your account more than once for the same check). The losses you may attempt to recover under this procedure may include the amount that was withdrawn from your account and fees that were charged as a result of the withdrawal (for example, nonsufficient funds fees). The amount of your refund under this procedure is limited to the amount of your loss or the amount of the substitute check, whichever is less. You also are entitled to interest on the amount of your refund if your account is an interest - bearing account. If your loss exceeds the amount of the substitute check, you may be able to recover additional amounts under other law. If you use this procedure, you may receive up to $2,500 of your refund (plus interest if your account earns interest) within ten (10) business days after we received your claim and the remainder of your refund (plus interest if your account earns interest) not later than forty-five (45) calendar days after we received your claim. We may reverse the refund (including any interest on the refund) if we later are able to demonstrate that the substitute check was correctly posted to your account. How do I make a claim for a refund? If you believe that you have suffered a loss relating to a substitute check that you received and that was posted to your account, please contact us at Cadence Bank, Customer Service, 1108 Highway 82 East, Starkville, MS 39759, or call us at 1-800-636-7622. You must contact us within forty (40) calendar days of the date that we mailed (or otherwise delivered by a means to which you agreed) the substitute check in question or the account statement showing the substitute check was posted to 46 your account, whichever is later. We will extend this time period if you were not able to make a timely claim because of extraordinary circumstances. Your claim must include - • A description of why you have suffered a loss (for example, you think the amount withdrawn was incorrect); • An estimate of the amount of your loss; • An explanation of why the substitute check you received is insufficient to confirm that you suffered a loss; and • A copy of the substitute check or the following information to help us identify the substitute check: the check number, the name of the person to whom you wrote the check and the amount of the check. 4 `l U.] NOTES: Lg CADENCE BANK MEMBER 2 BR090060 Sept 2021 FDIC t.& = CADENCE REQUEST EST FOR TREASURY Treasury Management DOC NO: TM-NA-EXH-26 BANK MANAGEMENT SERVICES EXHIBIT REv:08 Company Name: Affiliated Companies: On behalf of the Company, I wish to obtain the Service(s) selected below: Deposit Account Management ❑ Certificate of Authorization for TM Services Payables Management ❑ ACH Origination ❑ ACH Direct Send ❑ Online Wire ❑ Drawdown Wire ❑ Standing Wire ❑ Invoice -to -Pay ❑ Account Reconciliation (ARP) ❑ Outsourced Disbursement (OSD) ❑ Controlled Disbursement ❑ Foreign Exchange Fraud Prevention Management ❑ ACH Positive Pay ❑ Check Positive Pay Liquidity Management ❑ Loan Service Sweep ❑ Investment Sweep ❑ Zero Balance Account (ZBA) Receivables Management ❑ e-Invoice Presentment and Payment (EIPP) ❑ Image Cash Letter (ICL) ❑ Lockbox ❑ e-Lockbox ❑ EOB180 ❑ Remote Deposit Capture (RDC) ❑ Commercial Mobile Deposit (CMD) ❑ Vault Services Information Reporting ❑ Information Reporting ❑ File Transfer ❑ BAI File ❑ Multi -Bank Reporting ❑ Return Items By signing this Request for Treasury Management Services Exhibit, on behalf of the Company, I affirm that: (i) I have received a copy of Cadence Bank's ("Cadence") Treasury Management Services Agreement ("TMSA") along with all exhibits for Services for which the boxes above are checked (the "Exhibits"); (ii) I have been informed of Cadence's Positive Pay and ACH Positive Pay Fraud Prevention Products; and (iii) I have been informed by Cadence that Dual Control for Wires/ACH is Cadence Bank's standard, Tokens Required. On behalf of the Company, I acknowledge that the specifications provided by the Company to Cadence in the Exhibits are true, correct and complete and that any restrictions or specifications in the Exhibits for the Services provided by Cadence to the Company are acceptable. Finally, on behalf of the Company, I authorize the receipt of the Services for which the boxes above are checked and I agree that the Company shall be bound by all of the terms and conditions set forth in the TMSA and in the Exhibits for such Services. Name (Typed or Printed) Signature Title (e.g., President, Secretary, CFO...) Date Page 1 of 1 Treasury Management Services Agreement This Treasury Management Services Agreement (this "Agreement") sets forth the terms of the treasury management services (the "Services") offered by Cadence Bank ("we", "us" and the "Bank"). By applying for or using any Service, now or in the future, you agree to be bound by this Agreement. (Any Service described herein may have been marketed to you or discussed with you under a brand name that differs from the title given to the Service in this Agreement.) OUR SERVICES 1. BUSINESS ONLINE BANKING. Business Online Banking provides a secure web browser - based suite of electronic Services that allow you to manage your banking activity online. If you request this Service and it is available, we will grant access to your Administrator (as defined in the "Definitions" Section) to establish, maintain and delete Authorized User access and perform other administrative tasks with respect to your use of this Service. Business Online Banking allows you to use any of the following Services: Information Reporting Services. This Service consists of several reporting modules. The Balance Reporting Service, for example, allows you to access current and previous day balances, transaction and float information, historical information, and information on certain pending transactions. You also can elect to receive images of items deposited or posted to your account the previous day. Another module enables you to access various reports online on the day we generate the information. Current and historical bank statements are available online via a link to an image file. Since certain information and transactions are not processed by us until after the close of our banking day, some transactions may not be reflected by our system until the next banking day. Posted items may be reversed due to insufficient funds, stop payment orders, legal process, and other reasons. Certain balances also may not be subject to immediate withdrawal. We assume no responsibility for any loss arising from incomplete information or for any temporary interruption in our Information Reporting Services. If you are unable to access our system for any reason, please contact your Treasury Management representative for assistance. Stop Payments Service: This Service allows you to place stop payment requests for a specified period of time, cancel a stop payment request, and review current stop payment requests. You must designate the account number, check number, EXACT amount of check (dollars and cents), payee name(s), issue date, and the reason for the stop payment request. We will have no liability for paying a check on which you have placed a stop payment request when any required information is missing or inaccurate. Your stop payment request will expire automatically after the period of time you designate (up to the maximum period we permit, which shall not be less than 6 months; if you do not designate a period, we will apply the period established in our sole discretion). If a single check or series of checks has been lost or stolen, you must notify us of the loss or theft and close the account, because stop payment requests may be insufficient to protect you and the Bank. If you fail to notify us of the loss or theft of checks, you may become liable for their unauthorized use. Please note that the Stop Payments Service may not be effective in stopping the payment of checks that have been converted to electronic transactions by the payee. It is your responsibility to determine, through any of the methods we have made available, the status of the check prior to placing a stop payment request. We recommend that you not issue any replacement check for two (2) Business Days (as defined in the "Definitions" Section) after placing any stop payment request with us. If the check for which the request is being placed has already cleared, and you reissue the check, the Bank has no liability for paying either or both checks. You agree that we may rely conclusively on any stop payment request placed through the Stop Payments Service on the accounts that you use with the Stop Payments Service. We have no duty to verify the authenticity of a stop payment request or the authority of the person placing it, and a stop payment request on a check is effective regardless of who signed the check. A stop payment request made after the Cutoff Time (as defined in the "Definitions" Section) will be considered placed on the next Business Day. Additional terms appear in your Deposit Documents (as defined in the "Definitions" Section). Payments Service. This Service provides one mechanism for communicating Automated Clearing House (ACH) entries, wire transfer and internal book transfer requests to us (see the FUNDS TRANSFER SERVICES section of this Agreement). For Wire Transfers and ACH credit payments initiated through our Payments Service: We strongly recommend that you designate a minimum of two Authorized Users, and each such Authorized User's authority and functions, in the Specifications (as defined in the "Definitions" Section). Authorized Users should exercise separate functions, with no single Authorized User allowed to both initiate and approve a transfer request. For ACH — Small Business and Wire — Small Business you are entitled to designate up to five Authorized Users. We will notify you of the acceptance, execution or rejection of a wire transfer by making such information accessible to you online through the Payments Service. You agree that such notice is acceptable under the applicable state's version of the Uniform Commercial Code. 2. REMOTE DEPOSIT CAPTURE SERVICE. You can use this Service to convert paper checks and other items into electronic form and transmit those items to us electronically for deposit to your account. In order to use this Service, you will need to execute and deliver the Remote Deposit Capture Agreement which will be provided to you by your Treasury Management representative. 3. ACCOUNT RECONCILIATION SERVICE. We offer both full and partial Account Reconciliation Services, as well as a deposit reconcilement Service. With "full" reconcilement, if you provide us with your check issuance data prior to the Cutoff Time in accordance with our guidelines, we will provide you with one or more reports regarding your account activity. With "partial" reconcilement, we provide you with information about the checks that have paid against your account. With "deposit" reconcilement, we provide you with a report of paper credit items. Reports are available online for viewing, printing and downloading. You agree to use only checks and deposit slips that meet our specifications and to provide us with a sample of your checks and/or deposit slips upon our request. Your sole and exclusive remedy for any error, damage or loss in any way connected with this Service, however arising, shall be limited (at our option) to either a re -performance of this Service for the period in question or a refund or credit of an appropriate portion of the fees associated with this Service. 4. ACH POSITIVE PAY SERVICE. If you request this Service, we will suspend any ACH entry initiated by a third party to your designed accounts if that entry does not meet your pre- established ACH filters, and we will present the suspended ACH entry to you electronically. You must then instruct us whether to permit or return the entry. You authorize us to act in accordance with your permit/return default election if we do not receive your instruction for any reason by the Cutoff Time. S. CASH VAULT SERVICE. This Service provides you with an efficient way to make deposits and place orders for coins and currency. Deposits. You will contract separately with an armored car service acceptable to us to pick up your deposits (including cash, coins, checks, and/or food coupons) and deliver them to a cash vault processor provided or designated by us (the "CVP") for credit to your designated account. The armored car service will act as your agent, and neither we nor the CVP will be liable for any damage, destruction, theft or unexplained loss of any deposit prior to its receipt by the CVP. We or the CVP may reject any shipment that we or it considers unacceptable or irregular (e.g., shipment bags that have holes or are not properly sealed). Any shipment receipt provided by the CVP shall not be deemed an acknowledgment of the contents of any shipment. Your deposits will not be deemed to be accepted for deposit by us until they are received, counted and reconciled against your deposit tickets by the CVP and we are notified that the shipment has been verified as correct by the CVP. We may charge your account with us for any adjustments made by the CVP (e.g., for counterfeit currency). For deposits received before the Cutoff Time on a Business Day, you will receive provisional credit on that Business Day. For deposits received after the Cutoff Time or on a day other than a Business Day, you will receive provisional credit on the next Business Day. We may make adjustments to your account at any time if we discover counterfeit currency, contaminated currency, or discrepancies resulting from mis-strapped denominations. Cash Delivery. You may use this Service to request a delivery of cash. A request for a Regular Delivery (as defined in the Specifications) which is received prior to the Cutoff Time will be delivered on the next Business Day. All deliveries will be made by armored car service. The armored car service will be considered your agent for all purposes connected with this Service, even if we have assisted you in selecting or obtaining the armored car service. Cash will be deemed received by you when given to the armored car service. The armored car service's written receipt of delivery will be conclusive evidence of the amount and date of the cash provided by us. We assume no risk, and you will hold us harmless from any loss, occurring after the armored car service takes possession of the cash for delivery to you. Your Instructions. You authorize us to accept Service instructions from any Authorized User on your account and/or from any other person you designate for that purpose. We also may act upon any online or telephone instructions that are made in accordance with our prescribed security procedures. We may refuse any Service instruction that we cannot confirm to our satisfaction. 6. CHECK IMAGING SERVICE. If you request this Service, we will provide to you scanned images of your designated account statements, canceled checks (front and back), and/or other processed items, on CD ROM, through file transmission, or through our Business Online Banking Service. We will arrange for you to receive a license for software and services from an imaging vendor so that you can view the CD or transmission file images. You acknowledge that scanning technology is subject to error, such as distortions. You agree to notify us promptly of any errors or problems related to this Service. We may destroy the original items within thirty (30) days of their receipt. We will attempt to reprocess the information and/or provide another CD or transmission file, but assume no liability for our inability to produce better copies. 7. COLLECTION DRAFT SERVICES. We provide collection draft deposit and payment Services. The term "Drafts" refers to auto drafts, oil and gas drafts, bearer bonds and coupons, claims drafts, items denominated in foreign currencies, and domestic drafts that do not clear as cash items through the ordinary check clearinghouse system or the federal reserve system. It also includes documents, securities, instructions, instruments and similar items that accompany a Draft and are to be received by you before acceptance or payment of the Draft. Deposit Service. We will forward the Drafts you deposit with us for collection. You may only deposit Drafts that are properly payable to you and in a form and of a type approved by us. Ordinarily, an account is not given credit for a Draft until we receive final collected funds for the item. If we provisionally credit your account for any Draft, we may charge the amount back against your account if we do not receive payment for any reason. You are responsible for ensuring that we are provided with the correct address for processing each Draft to ensure timely receipt and payment by the Draft's payor. We will not be responsible for confirming or correcting addresses. Our sole responsibility with respect to any Draft is to exercise the ordinary care of a collecting bank in forwarding the Draft for collection and settling with you when final payment is received by us. We may discontinue providing this Service at any time upon notice to you, but we will, for a reasonable time, continue the processing of any Draft we accept for collection prior to such notice. Payment Service. We will process Drafts that you issue for payment through us. All Drafts must be in a form consistent with applicable law and acceptable to us. You must provide us with a sample Draft form for our approval before this Service begins and before you make any change in the form that might affect this Service. Drafts received by us for payment after the Cutoff Time or on a day other than a Business Day may be deemed received on the following Business Day. We will present Drafts to you in the manner agreed upon by you and us. If you fail to designate a method or we cannot use a designated method for any reason, we may present Drafts to you: (a) in person; (b) by notifying you by telephone, fax, or e-mail that the Drafts are available for your review at our premises; (c) by sending images of the Drafts to you electronically or by fax; or (d) using any other method reasonably calculated to notify you of the Drafts awaiting your review. Notice to you that a Draft is being held for review at our premises shall constitute presentment for purposes of calculating the time of presentment and the time by which you must instruct us to pay or not pay the Draft. If we allow you to remove presented Drafts from our premises for review, you must execute a trust receipt acceptable to us and return the Draft to us by the designated Cutoff Time on the next Business Day. We may place an administrative freeze on your account for the amount of the Drafts that you remove from our premises and may pay the Drafts if they are not returned to us in a timely manner. You must advise us to pay or refuse a Draft no later than the designated Cutoff Time: (a) on the Business Day following the day it is presented to us if the Draft is payable on demand, or (b) on the day payment is due pursuant to the terms on the face of the Draft. If payment is due on a day other than a Business Day, your instruction must be communicated to us by the Cutoff Time on the preceding Business Day. We may charge your account for the Draft on that day. Your instruction must be communicated to us in the manner we approve. We may pay Drafts in any order. Our election to pay a Draft without sufficient available funds in your account will not obligate us to do so on other occasions, and we may discontinue doing so without cause or prior notice. If we do not receive your instruction to pay or return a Draft by the Cutoff Time, we may pay or return the Draft, unless we have agreed upon a specific procedure in such situations. We may return and mark dishonored Drafts "Refer to maker" or with another appropriate designation. If a Draft is processed and presented to us as a cash item (e.g., by the federal reserve system or a clearinghouse), and we do not recognize that it is a Draft, we may process the Draft like an ordinary check, without presenting it to you first. 8. CONTROLLED DISBURSEMENT SERVICE. With this Service, we will cover the checks you write against your account at another institution (the "Disbursing Bank") with funds maintained in your account with us. In order to use this Service, you will need to execute and deliver the Controlled Disbursement Service agreement which will be provided to you by your Treasury Management representative. 9. DATA EXCHANGE SERVICE. With this Service, you can obtain consolidated daily balance and float status information, as well as summary and detailed transaction level information, from multiple financial institutions in one consolidated data file. You can receive this information from us or our designated Data Collection Agency (as defined in the "Definitions" Section), or you may arrange for us to send account data from your accounts with us to your Data Collection Agency. This Service is made available on an "as -is" and "as available" basis. Neither we nor the Data Collection Agency provide any warranty, express or implied, regarding this Service. ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED TO THE GREATEST EXTENT PERMITTED BY LAW. Neither we nor the Data Collection Agency assume any liability for the unavailability of the service or for information provided or withheld by any institution. In -Bound Data Exchange. With this feature, you may authorize other financial institutions to submit to our Data Collection Agency account data that will be consolidated with account data from us. You will then retrieve the consolidated data file either (a) through our Business Online Banking Service or (b) directly from our Data Collection Agency. You are responsible for authorizing any other financial institutions to provide account data to our Data Collection Agency. Our ability to process such information will depend, in part, on presentation of the information in a manner and format that is compatible with our system. We are not responsible for the accuracy or timeliness of delivery of any account data furnished by other financial institutions or Data Collection Agencies. Out -Bound Data Exchange. With this feature, you authorize us to extract account data on your accounts with us, and report it to your Data Collection Agency. We will have no obligation to update such information or confirm its receipt by your Data Collection Agency. BAI Direct. With this feature, you authorize us to extract account data on your accounts with us and make it available to you via file transmission. 10. ELECTRONIC DATA INTERCHANGE SERVICE. If you request this Service, you may originate or receive data transmissions that consist of documents and payment instructions. This Agreement applies only to the Electronic Data Interchange Services that we provide to you. The legal relationships, and the terms and conditions relating thereto, between you and your trading partners will be governed by the terms of the Electronic Data Interchange contracts between you and them, and will not be binding on us. 11. FUNDS TRANSFER SERVICES. We offer Funds Transfer Services that allow you to make payments to others and to transfer funds between accounts through ACH, by wire transfer, or by internal book transfer. Orders and Charging Your Account. When you transmit a transfer or payment request ("Order"), you authorize us to charge the designated account for the amount indicated. You must submit your Order to us in the manner we designate. In order to comply with National Automated Clearing House Association ("NACHA") rules, you must submit ACH consumer credit Orders to us two (2) Business Days before the payment date and all other ACH Orders one (1) Business Day prior to the payment date. ACH & Wire — Small Business - Orders include requests to charge the designated account to pay wages to your employees, to initiate non -repetitive Fed Wire transfers and to initiate non - repetitive International wire transfers (US dollars only). If you request the Service to charge the designated account to pay wages to your employees, we will transfer such wages only by direct deposit to the accounts of your employees through a charge to the designated account and the origination of an ACH credit order to the accounts of your employees. You acknowledge and agree that there is an ACH credit company origination limit of Seventy -Five Thousand and No/100 U.S. Dollars ($75,000.00) per day. You acknowledge and agree that there is a daily company origination limit of Seventy -Five Thousand and No/100 U.S. Dollars ($75,000.00) for any request to initiate a non -repetitive Fed Wire or non -repetitive International wire transfer with us. You are entitled to designate up to five Authorized Users if you use the Service to charge the designated account to pay wages to your employees, to initiate non -repetitive Fed Wire transfers or to initiate non -repetitive International wire transfers. Available Funds. We may refuse an Order if there are insufficient collected and available funds in your account on the date we initiate the transaction (e.g., two (2) Business Days prior to the settlement date for an ACH credit entry) or on the payment/settlement date. We may require you to maintain sufficient available funds in your account prior to our processing of your Order. We also may place a hold on funds pending our processing of your Order. If we have reason to believe that you may not have adequate funds to cover an ACH credit Order, we may delay execution of the Order until we receive adequate assurance from you that the funds will be available. Nothing in this Agreement, or any course of dealing between us, shall be construed as our commitment or obligation to lend money to you. ACH Transaction Rules. You agree to comply with the NACHA Operating Rules and Guidelines, as amended from time to time (the "Rules"). We will provide you with a copy of the Rules, upon request, when you are approved for the Funds Transfer Service. Thereafter, you can obtain a copy of the current Rules at pubs.nacha.org or by telephoning NACHA at 800-487- 9180. You agree to reimburse us for any penalties, fines and/or charges that we incur as a result of your failure to comply with this Agreement or any Rule. You also agree to comply with any other applicable rules or regulations including but not limited to the Electronic Funds Transfer Act, Federal Reserve Board Regulation E and Article 4A of the Uniform Commercial Code as same may be amended from time to time. To mitigate inherent risks associated with ACH processing, if we suspect you are not acting in compliance with the Rules, we reserve the right to audit your compliance with this Agreement and the Rules. Additional Laws and Rules. It shall be your responsibility that the origination of ACH transactions complies with U.S. law. This includes, but is not limited to sanctions enforced by the Office of Foreign Assets Control (OFAC). It shall further be your responsibility to obtain information regarding such OFAC enforced sanctions. This information may be obtained directly from the OFAC website: http://www.treas.gov/ofac or by calling the OFAC Compliance Hotline at 800-540-OFAC. You shall not engage in any unlawful internet gambling as prohibited in the "Unlawful Internet Gambling Enforcement Act of 2006." Such act prohibits gambling businesses from knowingly accepting payments in connection with the participation of another person in a bet or wager that involves the use of the internet and that is unlawful under any federal or state law. You will obtain written authorizations for consumer entries in accordance with ACH Rules and U.S. law and you will retain the original or a reproduction for two (2) years after termination or revocation of such authorization. Processing Wire Transfers. We may, at our discretion, process wire Orders through the federal reserve system, the Society for Worldwide Interbank Financial Telecommunication (S.W.I.F.T.), or other wire processing system. If we are also the beneficiary's bank, we may simply debit and credit the appropriate accounts as requested in the wire Order. You must pay us at or before the time we execute the Order with available funds on deposit in the amount of the transfer plus our current wire transfer fee. If you fail to do so, we may in our discretion attempt to cancel the transfer, or undertake any other legal means to collect the amount of the transfer, including offsetting against any of your accounts with us. Your Instructions. You will comply with the Order form, format and other requirements set forth in the Specifications, the Rules (if applicable), and any security procedures that we establish for this Service. We are not responsible for detecting or rejecting duplicate Orders. If you give us an Order that is incorrect in any way, we may charge your account for the payment whether or not the error could have been detected by us. We are not be liable for acts or omissions by you or any other person including, without limitation, any funds transfer system, any federal reserve system, any intermediary bank or beneficiary's bank, or any beneficiary, none of which shall be deemed our agent. Without limitation, we shall not be liable for delaying or failing to act if caused by legal constraint, interruption of transmission or communications facilities, equipment failure, war, emergency conditions, strikes, or other circumstances beyond the Bank's control. You must accurately describe transaction beneficiaries, intermediary financial institutions, and the beneficiary's financial institutions in your Orders. If you describe any beneficiary or institution inconsistently by name and number, we and other institutions may process the Order solely on the basis of the number, even if the number identifies a person or entity different from the named beneficiary or institution. You will not allow others to initiate Orders on your behalf without our prior written consent. You will be solely responsible for the acts and omissions of such agents. Foreign Transfers. If your Order involves a transfer of funds to a foreign country or in a foreign currency, we, or an intermediary bank, may convert the transaction from U.S. dollars to the currency of the country of the payee's financial institution at either our buying rate of exchange for U.S. dollar transfers or the exchange rate of the payee institution. If the transfer is returned for any reason, you agree to accept the refund in U.S. dollars in the amount of the foreign money credit, based on the current buying rate on the day of the refund, less any charges and expenses incurred by us. Foreign transfers may be subject to substantial delays and changes in foreign currency exchange rates. Fees imposed by intermediary banks may be deducted from the amount of your Order. A portion of those charges may be shared with us. You understand that we may use any means or routes that are suitable for the transmission of funds. Authorization and Record Retention. You will initiate ACH debit and drawdown wire Orders only with the prior written authorization of the owners of the accounts affected by such Orders. You agree to maintain a copy of each authorization for a period of two (2) years following its termination, and to provide us with a copy upon request. You warrant to us what we are deemed to warrant to others regarding your Orders. Internal Book Transfers. Transfers between your accounts with us are subject to the terms of the Deposit Documents. Although you may instruct our online system to make transfers between your accounts at any time on any day, transfers occurring after the Cutoff Time or on a day other than a Business Day may not be posted until the next Business Day. Transaction Limits and Safeguards. You agree not to: (a) exceed the transaction limits we establish from time to time for your account or any Service; (b) allow anyone to initiate Orders without proper supervision and adequate safeguards; or (c) submit ACH debit Orders for accounts receivable, represented check, international, back -office conversion, telephone - initiated, internet-initiated, or point -of -purchase entries without our prior written consent. You will regularly audit the actions of your employees, agents and Authorized Users of the Funds Transfer Service. Cancellation and Amendment of Orders. You may not cancel or amend an Order after we receive it. If we attempt to reverse an Order at your request, we assume no liability for any interest or losses that result if the reversal is not effected. You agree to indemnify, defend, hold harmless and reimburse us for all expenses, losses, claims, actions, proceedings and damages we incur in effecting or attempting to effect any reversal. You are solely responsible for providing notice to receivers that a reversal is being transmitted and the reason for the reversal no later than the settlement date of the reversing entry. Resection of Orders. We may reject any Order if: (a) the Order does not conform to the limitations, security procedures or other requirements set forth in this Agreement (including any applicable Specifications; (b) there are insufficient collected funds in your account on the transaction or settlement date; (c) the Order involves funds subject to a lien, hold, dispute or legal process which prevents their withdrawal; (d) the Order is not authenticated to our satisfaction or we have reason to believe the Order may not be authorized (notwithstanding compliance with any security procedure); (e) the Order contains incorrect, incomplete, or ambiguous information; (f) the amount of the Order exceeds any limit established for the specific Order or for your account; (g) we believe the beneficiary of the Order may be on the list of Specially Designated Nationals and Blocked Persons issued by the U.S. Treasury's Office of Foreign Assets Control (which may require us to not complete the transfer and to "block" the funds until that Office issues a written release); (h) the Order appears to be in contravention of applicable law, regulation or executive order; (i) the Order would cause us to exceed any limitation on our intraday net funds position established pursuant to Federal Reserve guidelines; (j) the Order would result in violation of any other law or regulation, or any applicable governmental risk control program; or (k) the Order presents any other risk to us that we deem unreasonable in our discretion. We may notify you orally, electronically, or in writing if we reject any Order no later than two (2) Business Days after the date the Order was to be effected. We are not required to pay you interest on a rejected Order for the period between the rejection of the Order and your receipt of the notice of rejection. Notice of Returned Orders. We may notify you electronically, in writing, by telephone, or otherwise regarding any Order that is rejected or returned for any reason. We will not be obligated to credit your account with any interest, unless the return is caused by our failure to properly execute the Order. We may attempt to remake the Order if the return is due to our error and we have sufficient data to remake the Order. You agree to reimburse us promptly for the amount of any ACH debit or wire drawdown Orders that are reversed, adjusted or returned. You may not resubmit any ACH debit or wire drawdown Order where the payment was stopped by the account holder. Notices and Statements. Information on transfers to or from your accounts will be reflected on your periodic statements and may be available to you on-line. We are not required to provide you with any other notice of the receipt, transmittal or debiting of Orders. Please see also the section entitled "Your Duties to Notify Us; Means of Notice Between Us" under "General Provisions" regarding your obligation to notify us in the event of unauthorized or erroneously paid Orders. Provisional Credit. Credit for an ACH transfer is provisional until the receiving financial institution obtains final settlement. If final settlement doesn't occur, the originator of the transfer is not deemed to have made payment to the beneficiary, and the beneficiary's bank is entitled to a refund of the provisional credit. Unauthorized Order. We may process any Order (including an amendment or cancellation Order) that we believe is transmitted or authorized by you if we act in compliance with the security procedure (including any callback procedure) agreed upon by you and us. Such Orders will be deemed effective as if made by you, and you will be obligated to pay us in the amount of such Orders, even though they are not transmitted or authorized by you. We strongly recommend that you impose a dual control environment in connection with the transmission and confirmation of Orders. We may refuse or delay execution of any Order that we have reason to believe may not be authorized by you. We shall have the right, but no duty, to question the authorization of any Order received with your Access Credentials (as defined in the "Definitions" Section) or compliance with any agreed security procedure (including any callback procedure). If we fail to follow the agreed security procedure but can prove that the Order was originated by you, then the Order shall be deemed authorized for all purposes. 12. I -MAIL SERVICE. With this Service, we will make certain statements and reports available to you via electronic facsimile transmission in accordance with your instructions. The timing of the transmission of the information is not guaranteed and is subject to the availability of the information. 13. LOCKBOX SERVICE. We will process payments which you receive by mail from others ("Customers") by: establishing a post office box address where Customers may mail payments to you; arranging for the collection of such payments each Business Day; endorsing checks on your behalf; depositing payments to your designated account; and providing related accounting and record keeping services. Commencement of the Service. Once we notify you that we are ready to commence this Service, you may direct Customers to mail payments to you at the post office box address we designate. We will have exclusive and unrestricted access as your agent to the mail at such address. Our Processing of Checks. You authorize us to endorse all checks we receive on your behalf through this Service. We may accept checks for deposit to your account without endorsement and regardless of any difference between the name of the payee and your legal name (e.g., "Acme", as opposed to "Acme Publishing, Inc."). You will be deemed to warrant the endorsement of all items we receive through this Service, as well as your right to receive such items for deposit to your account. Bill Pay Items. For items from certain bill payment vendors, we may elect to receive these items electronically (e.g., through ACH and not as paper items), and report them to you as part of your standard reporting. Deposit of Checks. We will deposit Customer payments to the account you have designated, pursuant to the terms of the Deposit Documents. We may process items received after the Cutoff Time or on a day other than a Business Day as of the next Business Day. Record of Checks. We will image or otherwise make a record of each check and accompanying documents processed pursuant to this Service and will retain the record for seven (7) years. You acknowledge that image processing is subject to error on occasion and agree to hold us and any third party processor we use harmless from all claims, actions, damages, attorney's fees and costs associated with our inability to produce copies or images of checks. Check image files will be available after the Cutoff Time on the day of deposit. In order to create indexes for web research, the remitter name, check number and check amount must be entered for each client. Other data (e.g., invoice number and invoice amount) also can be captured. Keystroke fees will apply for each data field entered. Irregular Items. We may reject items for deposit that are irregular in any way. At our discretion, we may process, send for collection, or forward to you for disposition: checks that contain discrepancies or minor errors (e.g., a difference between the written and numerical amounts), postdated checks, stale dated checks, checks bearing payee names different from your name, checks that do not bear the drawer's signature, altered checks, checks drawn on a foreign bank or in a foreign currency, and other irregular items. Although we may attempt to discover and forward (without processing) items bearing notations such as "Payment in Full," you agree that we will not be liable for our failure to do so, even if we could have done so with the exercise of ordinary care [Note: Some Customers imprint such notations on checks as a normal business practice. We generally process such items, but may refuse to do so at any time without prior notice.]. Unless we agree otherwise in writing, we assume no duty to confirm that any payment equals the amount of any accompanying payment coupon, statement or invoice. You agree not to send or have others send demand drafts (items that do not bear the maker's signature, but purport to be authorized by the maker) to the Lockbox. Your Instructions to Customers. You agree to instruct customers not to send cash, returned merchandise, notices, communications or other materials (not previously approved by us in writing) with their payments to the address specified for this Service. Unless we agree otherwise in writing, you also agree that you will not provide Customers with marketing reply forms or other materials in connection with your billing process which Customers may return with their payments to the address for this Service. You agree to notify us at least thirty (30) days in advance of any material change in your remittance statements and/or mailing schedule. Unless otherwise agreed in writing, we assume no duty to you or others with respect to returned merchandise, property, or correspondence mailed to the address provided for this Service. We may return such items to the sender (if known by us) or, at your request, forward them to you at your sole risk and expense. Post -Termination. You agree to notify Customers to stop sending payments through the Lockbox following the termination of this Service. At your request, we may (in our sole discretion) agree to continue processing payments and/or will forward mail received through the Lockbox to you for a short period of time following the date of termination. Such processing will be subject to the terms of this Agreement in effect on the date of termination. Otherwise: (a) we may terminate the Lockbox and/or refuse to pick up any further mail from the Lockbox; (b) we may forward or send to you by courier (at your expense) any Lockbox mail that comes into our possession; and (c) if you fail or refuse to pay our expense for sending you such mail, we may return or send, at your expense, any Lockbox mail to the sender (if known). 14. POSITIVE PAY SERVICE. If you request this online Service and provide us with the check numbers and EXACT dollar and cent amounts on checks that you issue on a designated account, we will compare that data with the information encoded on items presented to us for payment against that account. (If you also select the payee match option and provide us with the checks' payee names, we will also compare those names against presented items..) If the information matches, we will treat the matching items as validly issued and properly payable, and will process such items for payment. If the information does not match or the item is otherwise deemed to be an exception item (defined below), we will use this Service to provide you with an exception report that describes each exception item and the reason for the exception. You must then instruct us if you want us to pay or return an exception item. You authorize us to act in accordance with your pay/return default election if we do not receive your instruction for any reason by the Cutoff Time for such instructions. We may refuse to pay any item if there are insufficient collected and available funds in your account to cover the item. Checks Covered by Service. This Service applies to checks that are presented for payment through normal interbank check clearing procedures (e.g., local clearinghouse, Federal Reserve System, or direct send presentment cash letter) and posted to your account each night. Checks that are presented in any other manner will be paid in accordance with our standard procedures. Exception Items. Exception items may include duplicate checks, checks that do not match the check issuance data that you provided, checks with duplicate serial numbers, misencoded items, checks lacking an encoded serial number, and any other items that you advise us to treat as exception items in the Specifications. This Service does not apply to items that have been finally paid before the effective date of any listing. Note: Our stop payment and Positive Pay Services operate separately. Therefore, if you ask us by telephone or online to stop the payment of a check, the item may not show up as an exception. You agree not to use this Service (via a return report) as a substitute for a stop - payment order. Reliance on MICR Encoding. We will not be obligated to verify signatures on any checks that match the information you provide or that you fail to reject. You understand and agree that we may compare your information on approved checks with information that is encoded on the items presented to us for payment. We will not be required to physically examine matching checks to confirm that they are properly signed, completed and encoded. You agree that we may rely on the process described above and that it will be deemed an acceptable standard of care for this Service and your account. You understand that this Service may not identify counterfeit or duplicate checks which contain the same check serial number and amount as the items described in your check issuance data. Therefore, you agree to review promptly all statements, returned checks, reports and other check and transaction information that we make available to you. Issue Information and Timing. You agree to provide check information and instructions to us in the manner, form and format that we specify for this Service. You assume full responsibility for the completeness and accuracy of all information furnished to us. Our willingness to process nonconforming information will not be considered a waiver of any requirement of this Agreement, and we may discontinue processing nonconforming information without prior notice. We must receive your check issuance data on or before our Cutoff Time each Business Day. Reports received after the Cutoff Time or on a day other than a Business Day may not be processed by us until the following Business Day. We will provide you with information on exception items on the morning of the following Business Day. You must instruct us to pay or return exception items by the Cutoff Time for such instructions on the same Business Day. Stale -Dated and Postdated Checks. We may pay stale -dated and postdated checks unless you place a stop payment or postdated check order on such items, remove them from your list of checks approved for payment, or fail to notify us through this Service not to pay the items. Security. You bear sole responsible for determining and implementing effective and sufficient internal security controls in connection with this Service. We strongly recommend that your internal controls include a dual control environment in connection with the transmission of check issuance data and decision instructions. Reverse Positive Pay Service. This Service allows you to review checks presented against your account. Each day, we will provide you with information and images of the checks presented the previous Business Day. The check return report will show each check paid, along with its serial number and amount, and will give you access to an image of the check. You can compare this information to the checks as you issued them. If you notify us before the Cutoff Time on the Business Day after the check is presented, we will return the check to the bank of first deposit. This Service only applies to checks that are presented to us for payment through standard interbank check clearing procedures (e.g., local clearinghouse, federal reserve system, direct send presentment cash letters, etc.). Checks that are presented in any other manner (e.g., at a teller window) will be paid in accordance with our standard procedures. 15. TAX PAYMENT SERVICE. If you request and are approved for this Service, you appoint us to act as your agent for the purposes of preparing and making tax payments and deposits on your behalf. Upon our request, you agree to execute such additional enrollment forms and authorizations as we may request. You and the Bank will agree in writing regarding the specific taxes that are to be paid as part of this Service. You authorize us to release account and tax payment information to any taxing authority in performing this Service and to confirm payments. Accuracy. You are solely responsible for determining the amount of any taxes due and transmitting payment information in accordance with our procedures. You must furnish us with complete and accurate master file and tax payment information in the form and format specified by us. Transmission of transaction data to us will be at your expense. Our record of your transmitted payment data will be deemed correct and complete. We will have no responsibility for (a) determining the correctness of any tax computation or payment, (b) questioning the timing or amount of any payment, (c) determining or questioning the correctness of any report or information you submit (even if it appears incorrect on its face), or (d) any penalty which may be imposed if you instruct us to make a payment after the Cutoff Time on the date the tax payment is due. You are responsible for promptly making required tax payments by another means in the event there is an interruption in the Tax Payment Service. Inability to Process. We will notify you orally, electronically or in writing if we are unable to process any report or payment in the manner contemplated by the Tax Payment Service no later than the Business Day following the payment date. If you fail to maintain sufficient collected and available funds in your account, we may refuse to perform this Service. If an order is rejected, it will be your responsibility to resubmit the order. Funds Awaiting Distribution. When we receive your instruction to make a tax payment, we will charge your account for the amount of the payment(s). The funds will be held by us as a non - interest bearing deposit liability to you, but will not be held in trust. Until we make your tax payment, your funds will be subject to offset for any debts owed to us. Your Duty to Pay Taxes. You assume the risk of any failure to transmit the data to us in a timely and correct manner. Any interruption of this Service, regardless of the reason, will not relieve you of your obligation to make a tax payment or report. You are responsible for promptly making required tax payments by another means in the event there is an interruption in this Service. Payment Transfers. Tax payments will be subject to the "FUNDS TRANSFER SERVICES" section of this Agreement. No Tax Advice. You acknowledge that our employees are not authorized or permitted to give tax advice to you. You agree not to seek or place any reliance upon tax advice from us or our employees. 16. IMAGE CASH LETTER SERVICE. This Service allows you to transmit image cash letter files ("Imaged Letters") to us for processing. You shall make your own arrangements for hardware and software to (i) image the paper items that you wish to transmit to us for processing; and (ii) transmit Imaged Letters. All Imaged Letters must meet the standards established by the American National Standards Institute (ANSI), Board of Governors of the Federal Reserve or other applicable standards and must be in a medium and format specified by the Specifications. You agree to scan and deposit only items (as defined in Article 4 of the Uniform Commercial Code) which are acceptable to us for deposit pursuant to the terms the Deposit Documents. Imaged Letters may not include any item payable to anyone other than you or any items prohibited under applicable law, regulation, rules and governing operating circulars (for example: unauthorized items, foreign items, certain noncash items, redeemed savings bonds, certain photocopies of missing or destroyed items, and notices in lieu of return). Processing. Imaged Letters received before the Cutoff Time will be processed on the day they are received and shall be afforded credit in accordance with the Deposit Documents. Any Imaged Letters received after the Cutoff Time will be processed on the next Business Day. If for any reason we are unable to process an Imaged Letter received before the Cutoff Time, we will use commercially reasonable efforts to resolve the next Business Day. Third Parties. If you use a third party vendor for imaging or transmitting Imaged Letters, you shall be deemed to have authorized us to follow the instructions of such vendor to the same extent and under the same conditions as would apply if the instructions came directly from you, and you shall be responsible for insuring that such vendor fully complies with the Specifications and all warranties provided herein. Returned Items. We will process any returned imaged item in accordance with applicable law and the Deposit Documents. You acknowledge that a returned item will be in the form of an electronic image of the original check or a substitute check. Discrepancies. We will send an acknowledgement to you for each Imaged Letter transmitted. A positive acknowledgement will indicate that a file has been processed; however, even though an Imaged Letter file has been processed, individual imaged items may be subsequently rejected and returned to you. You are responsible for detecting and reporting to us any discrepancies or errors between your records and the records we provide to you and you shall provide us with any information or documentation that we may reasonable request in connection with such error. You further agree that fourteen (14) days is a reasonable time for you to notify us of errors or discrepancies, unless any other agreements, laws, rules or regulations provide for a shorter period. Original Paper Items. You shall securely store any original paper items for a period of not less than fourteen (14) days after transmitting a Cash Letter to us. During such period, you should take appropriate security measures to ensure that only authorized personnel shall have accesses to the original items. You shall destroy all original items upon the expiration of this time period in order to avoid double presentment. Limitations and Exclusions. You acknowledge and agree that we do not have any responsibility for delay in handling any Imaged Letter that we cannot process because of any defect on noncompliance in the Imaged Letter or any imaged item contained therein, unless the defect was caused by us. We may, in our sole discretion, either process or reject the Imaged Letter, as a whole, or any imaged item that does not conform to our requirements. Furthermore, we are not responsible for Imaged Letters and imaged items that are lost in transmission. Representations and Warranties. With respect to each Imaged Letter, including each imaged item contained therein, that you transmit to us, you represent and warrant to us and covenant and agree as follows: (i) the Imaged Letter shall comply with the requirements herein; (ii) you will not transmit or otherwise present a duplicate item in any form, including as an Imaged Letter, a paper check or otherwise; (iii) all information provided by you with respect to your customers, accounts or transactions is true, correct and complete; (iv) you agree that all Imaged Letters transmitted are in compliance with all applicable laws, clearing house rules, Federal Reserve Operating Circulars; (v) the Imaged Letters and all electronic transmitted files are free from all generally known viruses, worms, Trojans, malware, or other harmful, intrusive or invasive codes; (vi) any information transmitted accurately represents all of the information on the front and back of any check as of the time such check was truncated, including without limitation: payment instructions placed on the check by, or as authorized by, the drawer, such as the amount of the check, the payee, and the drawer's signature; information identifying the drawer and the paying bank that is preprinted on the check, including the MICR line; and other information placed on the check prior to the time an image of the check is captured, such as any required identification written on the front of the check and any endorsements applied to the back of the check. Indemnification. In addition to any other indemnification stated in this Agreement, you agree to indemnify and hold us harmless from any liability, loss, injury or damage, including without limitation all incidental and consequential damages together with all related reasonable out- of-pocket costs and expenses, including legal fees, resulting directly or indirectly from: (i) any violation of law, rule, or regulation applicable to the Imaged Letters; or (ii) any breach of a representation, warranty, covenant, or obligation contained herein. Audit. At our reasonable discretion, we may conduct an on -site inspection of your place of business or request internal audits or assessments to ensure compliance with the provisions hereof. 17. ZERO BALANCE ACCOUNTS. This Service uses a main account ("Concentration Account") and one or more related accounts ("Sub -Accounts"). Daily, after all debits and credits have been processed for each Sub -Account, transfers between the Sub-Account(s) and the Concentration Account will be made based upon the amount necessary to maintain the Sub - Accounts at the target balances established in the Specifications. You should maintain sufficient funds in the Concentration Account to ensure that there is a positive ending ledger balance in that account after transfers between the Concentration Account and Sub -Accounts have been completed. If there are insufficient funds in the Concentration Account for this purpose, we may, at our option, return checks drawn on any of the Sub -Accounts in such order as we, in our sole discretion, may elect and the accounts will be subject to our standard fees (including overdraft, insufficient funds, and uncollected funds usage fees). Any fees may be assessed through account analysis, directly to the Concentration Account or any Sub -Account, or any combination of the foregoing. You specifically waive any claims you may have against us as a result of the return of any check as provided herein, but you retain any liability for all overdrafts we may allow on your accounts. 18. OUTSOURCED DISBURSEMENT SERVICE. With this Service we will make payment of amounts owed by you to your vendors, provided that each such vendor shall have been previously approved by you. Based on information provided by you, we will make such payments by check, ACH payment or virtual card. Your Authorized Users will be responsible for approving vendors to whom we are to make payments and the amounts of such payments. Each of your vendors which has been approved by you to be a recipient of payments made by us under the Outsourced Disbursement Service will be referred to as an "Approved Vendor". The current list of Approved Vendors is referred to as the "Approved Vendor List". Method of Payment - General. If you elect to outsource only the printing and delivery of checks under this Service, you will maintain the Approved Vendor List and the related information, and we will print and deliver checks at your direction. If you elect to outsource payment by ACH transfer or virtual card under this Service, you will be required to provide the Approved Vendor List and the related required information to us in the form of an Excel spreadsheet. In either case, you agree to provide to us the information required by the Service and our vendor. Method of Payment — If you use Payables Lockbox Service. If you use the Payables Lockbox Service and if you elect to make payment of invoices received through that Service by means of the Outsourced Disbursement Service, the Payables Lockbox Service and the Outsourced Disbursement Service will be electronically integrated with your accounting system, and you will provide the Approved Vendor List and the other information required by these Services electronically to us. (Please see the Payables Lockbox Service section of this Agreement for additional provisions and your related obligations.) Your Responsibility Related to Approved Vendors and Amount of Payments. You are solely responsible for (a) designating and maintaining the Approved Vendor List, and (b) (i) if you wish to outsource payment by ACH transfer or virtual card, providing the Approved Vendor List and the related information to us by Excel spreadsheet or (ii) if you use the Payables Lockbox Service and you wish to make payment through the Outsourced Disbursement Service, providing the Approved Vendor list, the method of payment and the related information to us electronically. If we make a payment under this Service as directed by you (in the case of payment by check) or to a Person who is on the Approved Vendor List provided to us by you (by Excel spreadsheet in the case of payment by ACH transfer or virtual card or electronically if you use the Lockbox Payables Service), you will have no claim of any nature against us to the effect that we paid a Person who was not authorized to be paid. You understand that if a Person is not on the Approved Vendor List which you provided to us (by Excel spreadsheet or, if you use the Payables Lockbox Service, electronically) and you request that a payment be made to such Person, we will not make such payment (and you may become delinquent in your obligations to such Person). You agree that we may rely unconditionally on your directions to us given in connection with this Service (including the Approved Vendor List, the method of payment and related information provided to us by you). Your Authorized Users will direct us as to the amount of each payment which is to be made under this Service (although the Service will periodically aggregate approved invoices to the same Person in one payment). You are solely responsible for the accuracy of the amount of each such payment. You agree that you are solely responsible for the authority of your employees who provide us information (including payment information, the amount of payments to be made, the Approved Vendor List and any and all related information) in connection with this Service, and that we may unconditionally assume the existence and continuance of their authority to provide such information to us. You agree that you are solely responsible for the authenticity and correctness of all information provided to us by you in connection with the Outsourced Disbursement Service, and that we may unconditionally rely on such information. Positive Pay Service. If you use the Outsourced Disbursement Service, you will be required to use the Positive Pay Service. No Multifactor Authentication. You understand, accept and agree that we will not be using any multifactor authentication (including any token) for any transactions under the Outsourced Disbursement Service. 19. PAYABLES LOCKBOX SERVICE. Under this Service, you will direct your vendors to send their invoices to you by mail to a post office box designated by us or by email to an email address designated by us. We will collect the mail which is sent to the post office box by your vendors, open such mail, prepare the invoices contained therein for imaging (i.e. righting forms for appropriate scanning), image them and upload the images to the online application for you to process. We will upload the invoices that come to us by email to the online application for you to process. The Payables Lockbox Service will electronically interface with your accounting system, and all exchanges of data in connection with the Payables Lockbox Service (and the Outsourced Disbursement Service should you chose to use it for payment as described below) will be made by means of this electronic interface. Payment by You. At the time you first chose to use the Payables Lockbox Service, you may elect to pay the invoices we send you through your own internal procedures, and this election will be the only method for payment in effect for all invoices until you notify us that you wish to change the method of payment to the Outsourced Disbursement Service. Payment Through Outsourced Disbursement Service. At the time you first chose to use the Payables Lockbox Service, you may elect to make payment to your vendors who send their invoices to you under the Payables Lockbox Service by means of the Outsourced Disbursement Service, and this election will be the only method for payment in effect for all invoices until you notify us that you wish to change the method of payment to payment through your own internal procedures. You will give all directions and payment information, including the Approved Vendor List (as further described in the Outsourced Disbursement Service provisions of this Agreement), the amount of each payment to be made (although the Service will periodically aggregate approved invoices to the same Person into one payment) and the method by which payment is to occur (which may be by check or ACH transfer). If you elect to make payment to your vendors through the Outsourced Disbursement Service, you understand and agree that by using the Payables Lockbox Service, you are also using the Outsourced Disbursement Service and are subject to, and agreeing to, all the terms and provisions of this Agreement related to the Outsourced Disbursement Service. Your Responsibilities. You recognize that the Payables Lockbox Service will interface with your accounting system, and you further agree that you are solely responsible for the safety and security of all information which flows between your accounting system and us in connection with this Service, and, if you chose to use it for payment, the Outsourced Disbursement Service. You agree that you are solely responsible for the authority of your employees who provide any information to us in connection with the Payables Lockbox Service, and that we may unconditionally assume the existence and continuance of their authority to provide such information to us. You agree that you are solely responsible for the authenticity and correctness of all information provided to us by you in connection with the Payables Lockbox Service, and that we may unconditionally rely on such information. You agree that you have sole responsibility for directing your vendors to use this Service. You agree that we have no responsibility to read or review any invoice which we receive and scan to you pursuant to this Service, and you agree that we have no responsibility for the content or form of any such invoice. No Multifactor Authentication. You understand, accept and agree that we will not be using any multifactor authentication (including any token) for any transactions under the Payables Lockbox Service. 20. SWEEP SERVICE. Under this Service, you will direct us to transfer available collected balances in your designated deposit account (your "Designated Account") (a) to your designated investment account for overnight investment (the "Investment Sweep Service") (b) to deposit accounts held on your behalf at other financial institutions using the Insured Cash Sweep (ICS) service provided through Promontory Interfinancial Network, LLC (the "Insured Cash Sweep Service"), or (c) to pay down a loan or loans at the Bank (the "Loan Sweep Service"). When you elect to enroll in one of the sweep services listed above, you agree that you will enter into any other documents or agreements required by us in connection with this Service. Through such documents, you will designate, among other things, the Designated Account and set the minimum amount which you wish to remain on deposit in your Designated Account (the "Target Amount"). Investment Sweeps. If you wish to use the Investment Sweep Service to facilitate overnight investments of money from your Designated Account, you will establish an investment sweep account (your "ISA") at the Bank. Collected balances in your Designated Account above the Target Amount will be transferred at the end of each day into your ISA and invested by the Bank overnight. On any day on which the balance in your Designated Account is less than the Target Balance, monies will be transferred back to your Designated Account from your ISA in an amount (if available) sufficient to cause the balance in your Designated Account to equal the Target Amount. Your ISA will be invested overnight in certain Dreyfus mutual funds consisting of the Dreyfus Institutional Cash Advantage Fund and certain Dreyfus Cash Management Funds (the "Dreyfus Funds"). You will select the specific Dreyfus Funds into which your investments will be made. By using the Investment Sweep Service, you agree to all the terms and provisions of the documents that we may ask you to execute in connection with this Service. You further agree that such documents are subject to the provisions of this Agreement, including all our rights hereunder. In addition (and if applicable to you), you represent and agree that you have received, read and understood the prospectus for the Dreyfus Fund (or Funds) into which your investments will be made. Insured Cash Sweeps. You may use the Insured Cash Sweep Service to transfer available collected balances in your Designated Account to demand deposit accounts held on your behalf at other depository institutions ("ICS Accounts"). To enroll in the Insured Cash Sweep Service, you will enter into separate agreements that will be provided to you by us which will set forth additional terms and conditions regarding the deposit and holding of your funds in the ICS Accounts and allow you to designate any financial institutions that you wish to exclude from holding any funds. Collected balances in your Designated Account above the Target Amount will be transferred at the end of each day to ICS Accounts. On any day on which the balance in your Designated Account is less than the Target Balance, monies will be transferred back to your Designated Account from your ICS Account in an amount (if available) sufficient to cause the balance in your Designated Account to equal the Target Amount. Loan Sweeps. You may use the Loan Sweep Service to pay a loan at the Bank (the "Loan") by transferring available collected balances in your Designated Account to the amounts outstanding on the Loan. With the enrollment in the Loan Sweep Service, you will also designate the Loan which is to be paid and whether principal of the Loan or principal and interest of the Loan are to be paid. Collected balances in your Designated Account above the Target Amount will be transferred at the end of each day for application to the principal or principal and interest (as designated by you) of the Loan. If the Loan is a revolving line of credit and if at the end of any day the balance in your Designated Account is less than the Target Amount, you agree that an advance will be made on the Loan in an amount (if available) sufficient to cause the balance in your Designated Account to equal the Target Amount. We Solely Determine Collected Balances. You agree that we solely determine which funds in your Designated Account are collected and available for transfer pursuant to the Investment Sweep Service, Insured Cash Sweep Service or the Loan Sweep Service. GETTING STARTED 21. AVAILABILITY OF SERVICES. We will let you know when the Services you request become available. 22. EQUIPMENT AND SOFTWARE. You are responsible for providing and maintaining any equipment that is necessary for the Services, such as telephones, terminals, modems and computers. You agree to use equipment that is compatible with our programs, systems and equipment, which we may change from time to time. We assume no responsibility for the defects or incompatibility of any computers or software that you use in connection with the Services, even if we have previously approved their use. You bear sole responsibility for establishing, maintaining and updating procedures, equipment and software and other internal security controls that will effectively safeguard the security and integrity of your computer systems from unauthorized use, intrusion, takeover or theft, and will prevent your Access Credentials from unauthorized use, disclosure or discovery. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER WE NOR OUR SUPPLIERS NOR OUR VENDORS MAKE ANY WARRANTY, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY, WITH RESPECT TO THE SERVICES OR ANY COMPUTER PROGRAMS, EQUIPMENT OR SOFTWARE MADE AVAILABLE TO YOU. You agree to notify us promptly if any equipment or software we provide to you becomes defective. Our sole responsibility (if any) in such instances will be to replace or repair the defective equipment or software. We do not warrant that the equipment or software provided to you will be error free or that the Services will be uninterrupted. You agree to comply with the terms of any software license provided to you in connection with the Services. You may not transfer, distribute, copy, reverse compile, modify or alter such software. Unless otherwise agreed by us in writing, the equipment, Service guides, security procedures, and systems provided to you in connection with a Service represent our proprietary property and must be returned to us upon request. We and/or our suppliers retain all right, title and interest in and to the intellectual property rights associated with the Services and the equipment and software. Your license to use equipment and/or software will end with the termination of this Agreement or upon our earlier notice to you. You may only use the equipment and software in connection with your use of the Services. You may not use or move the equipment or software outside the United States without our written consent. 23. YOUR ADMINISTRATOR. Your Administrator can establish separate Access Credentials (defined below) for you and each Authorized User, perform various administrative tasks, and set limits on each Authorized User's authority to access information and conduct transactions. You assume sole responsibility for the actions of your Administrator (or other person using your Administrator's Access Credentials), the authority he or she gives others to act on your behalf, and the actions of Authorized Users (or other person using an Authorized User's Access Credentials). You or your Administrator will need to designate which accounts will be utilized for Service payments and transfers. If your Administrator designates an account with respect to which we have agreed, by separate agreement, to honor a requirement for more than one signature for the withdrawal or transfer of funds, you agree that we may act upon any Service instruction that is accompanied by the Access Credential designated by you or your Administrator for that account and the Service in question. As long as an instruction is accompanied by the designated Access Credential, the transaction will be deemed authorized by you. NOTE: This may mean that we will act upon the instruction of only ONE person (e.g., to wire funds), even though a separate agreement between you and us requires two or more signatures on checks or other withdrawals or transfers of funds. In addition, nothing in this Agreement shall be deemed to require us to honor any multiple signature requirements. 24. YOUR ACCOUNTS. You will need to designate certain accounts for specific purposes in connection with some of the Services. If you fail to do so, we may designate the accounts. The Specifications may list certain accounts that you wish to access with the Services. If it includes the accounts of your parent company, subsidiaries or affiliates, you warrant that they have authorized you to access their accounts through the Services in the same manner as your own accounts. You agree to provide us, upon request, with their written authorization, in form and substance acceptable to us, evidencing that authority, and to notify us immediately in writing of any change to that authorization. 25. SECURITY PROCEDURE AND USER GUIDES. We may provide you with one or more Access Credentials to access our Services. We also may provide you with operating procedures and user guides in the Specifications in connection with certain Services. You agree to: (a) comply with the Specifications and procedures that we provide to you; (b) take all necessary steps to safeguard the confidentiality and security of your Access Credentials, Specifications, and any other proprietary property or information we provide to you in connection with the Services; (c) limit access to the Access Credentials to persons who have a need to know such information; (d) closely and regularly monitor the activities of employees who access the Services; (e) notify us immediately if you have any reason to believe the security or confidentiality required by this provision has been or may be breached; and (f) immediately change or exchange your Access Credentials (and any password used to access your Access Credentials) if you know or suspect that the confidentiality of the Access Credentials has been compromised in any way. Our security procedures are not designed for the detection of errors (e.g., duplicate payments, or errors in your funds transfer instructions such as beneficiary or amount). We are not obligated to detect errors by you or others, even if we take certain actions from time to time to do so. You agree to change any temporary Access Credential we give you promptly after you are given access to the Services for the first time and disable access to the Services and to all Access Credentials for anyone that is no longer employed or authorized by you to use the Services. You also agree to change on a regular basis any identification number, password or other item of information that is an Access Credential or that is used to access an Access Credential, but no less frequently than every sixty (60) days. We may require you to change your Access Credentials at any time. As an alternative to verifying transactions by means of an Access Credentials, we may elect to verify the authenticity or content of any order or instruction by placing a call to any Authorized User on your account or any other person designated by you for that purpose. We may deny access to the Services without prior notice if we are unable to confirm to our satisfaction any person's authority to access the Services or if we believe such action is necessary for security reasons. Each time you make a transfer or payment with a Service, you acknowledge that our security procedures are commercially reasonable (based on the normal size, type, and frequency of your transactions). Some of our Services allow you or your Administrator to set transaction limitations and establish internal controls. Your failure to set such limitations and implement such controls increases your exposure to, and responsibility for, unauthorized transactions. You agree to be bound by any transfer, instruction or payment order we receive through the Services, even if it is not authorized by you, if it includes or was generated with your Access Credentials or is otherwise processed by us in accordance with our security procedures. Your Internal Security. You bear sole responsibility for establishing, maintaining, implementing and updating policies, procedures, equipment and software ("Internal Security Controls") that ensure the security and integrity of your computer systems and information, protect them from any unauthorized use, intrusion, takeover or theft, and prevent your Access Credentials from any unauthorized discovery or use (collectively "Internal Security Breaches"). You bear all risk of fraudulent transfers and other losses or disclosures arising from your Internal Security Breaches or from the interception of your communications prior to their receipt by us (collectively "Internal Security Losses"). We will not reimburse your Internal Security Losses. You agree that we are authorized to execute, and it is commercially reasonable for us to execute, any instruction received by us with your Access Credentials. You are encouraged to consider purchasing insurance to cover your Internal Security Losses. To protect your system from Internal Security Breaches, your Internal Security Controls should include: • Limiting and controlling who has access to your computer systems; • Protecting and frequently changing your passcodes and other online Access Credentials; • Adopting dual authorization and/or transaction -based authentication procedures for financial transfers; • Employing up-to-date security software such as anti -virus, anti-malware and anti-spyware programs, as well as up-to-date software patches for all your software programs, internet browsers, e-mail programs, and the like; • Using effective, up-to-date firewalls; • Procedures to avoid infection by malicious software, such: as controlling what websites are visited by your computers; controlling the connection of other devices (e.g., flash drives) to your computers; controlling what documents, e-mail attachments, programs and other files are opened or installed on your computers; and limiting which of your computers are used for online banking; • Reconciling all accounts on a daily basis, and immediately reporting any discrepancies; • Prohibiting your Authorized Users from leaving a computer unattended while connected to our system, or from communicating or accessing sensitive information from insecure locations (e.g., terminals or networks at Internet cafes or airports); • Allowing Services to be accessed only from a secure location on your premises; and • Adopting such other recommendations that we may make from time to time to help ensure your safe use of our Services. This is not a complete listing of the Internal Security Controls that you may need. You are solely responsible for determining and implementing all of the Internal Security Controls necessary to prevent Internal Security Breaches and Internal Security Losses. We have no duty to review your Internal Security Controls, identify deficiencies or make recommendations. We do not represent or warrant that any or all of the above recommendations or any future recommendations are adequate for your needs or will prevent Internal Security Losses. We may at any time limit access to any online banking function to only those customers who have adopted specific Internal Security Controls. Our specification of any required Internal Security Controls shall not constitute a representation or warranty by us that they will (a) prevent any Internal Security Breach or Internal Security Losses, or (b) be compatible with any computer system or other Internal Security Controls. You remain at all times solely responsible for your Internal Security Controls, Internal Security Breaches and Internal Security Losses. Although we may employ various systems and procedures from time to time to prevent losses to us, we assume no obligation for your Internal Security Losses. GENERAL PROVISIONS 26. AMENDMENTS. We may add to, delete or change the terms of this Agreement, any Service fees, and the Specifications by providing you with prior notice, which prior notice may be given by a posting on our website or other internet site related to the Services. We may amend our security procedures without prior notice if immediate changes are required for security reasons or the changes will not have a material effect on your use of the Services. We will not be bound by any amendment you attempt to make to this Agreement (e.g., by crossing through the text or inserting additional words) unless we specifically acknowledge the change in a separate addendum or by adding our initials next to the amendment. 27. ARBITRATION/JURY TRIAL WAIVER/DISPUTE RESOLUTION. If your Deposit Documents contain one or more class action waiver, jury trial waiver, arbitration, judicial reference, and/or forum selection provisions, then those provisions shall govern the resolution of any dispute or claim that arises between you and us regarding this Agreement, any Service, your accounts, any transaction or entry in or regarding your accounts, or any indemnity obligation. IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION BETWEEN YOU AND US. 28. ASSIGNMENT. We may assign our rights and delegate our duties under this Agreement to a company affiliated with us or to a third party. You may not assign any right or delegate any obligation under this Agreement without our prior written consent, and any attempted assignment without the necessary consent shall be void. 29. COURIERS. If arrangements are made to transfer items, funds or other property between you and us or our designated agent by means of a messenger, courier or armored carrier (collectively, "Messenger"), you agree that: (a) the Messenger will be deemed to be your agent, and not our agent; (b) you will assume all risk of loss of, or damage to, the property while it is in transit; (c) property will not be deemed to be received by us until we provide a receipt for it at our office (or at such other location as we designate); and (d) the property will be deemed to be delivered to you when we give it to the Messenger. We make no warranty or representation regarding any Messenger. Our confirmation of the receipt of any bag or container shall not be considered a confirmation of its contents. All contents are subject to later verification by us. You understand that local traffic conditions and other circumstances may affect the time of shipments and that the Messenger may abandon or delay any scheduled shipment if it observes suspicious circumstances at your location. 30. CUTOFF TIME AND BUSINESS DAYS. Some of our Services are subject to a processing Cutoff Time. Information on the Cutoff Time for each Service can be found in certain Specifications and is available from Customer Services. Instructions, information, shipments or deliveries received after the Cutoff Time or on a day other than a Business Day may be deemed received as of the next Business Day. Services may occasionally be unavailable due to needed maintenance or system/network interruptions. 31. DEFINITIONS. In addition to the other terms defined elsewhere in this Agreement, the following terms shall have the meanings indicated: Access Credentials means identification numbers, passwords, tokens and/or other means of identification and authentication provided for you to access Services. Administrator means any individual that you appoint as the individual for certain Services with the authority to determine and designate who can act as Authorized Users. Authorized User means any of the individuals you designate, either in the Specifications or through your Administrator, with authority to access and/or use the Services on your behalf. Business Day means any calendar day that we are open for conducting substantially all of our business, excluding Saturdays, Sundays or federal or state holidays. Cutoff Time for any Service means the time we have established, in the Specifications or otherwise, for receipt of instructions, requests, transactions or deliveries for that Service. Data Collection Agency means a third party provider selected by us or by you (depending on the Service involved) for delivering or receiving information. Deposit Documents with respect to any of your accounts with us means the deposit account agreement(s), fee brochure(s) and other disclosure(s) we provide in connection with your accounts, as amended from time to time. Specifications with respect to any Service means any and all applications, addenda to this Agreement, instructions, procedures, guidelines, manuals, or other documentation regarding the Service and any training we provide with respect to the Service. 32. ELECTRONIC MAIL/INTERNET. If you send us electronic mail ("e-main we may not receive or review it immediately. We will have a reasonable time to act upon any e-mail request or notice, and reserve the right to reject any transaction or request received by e-mail (e.g., a request to wire funds). You acknowledge that, even though e-mail may be encrypted, we cannot ensure that it will not be intercepted or affected by the actions or omissions of others, such as third party networks or persons with access to the internet. We and our service providers assume no responsibility for viruses created by third parties, or for any third party's unauthorized access to, or use of, your computer system. You should not include any sensitive information about yourself or your accounts in e-mail that is not encrypted and sent through a secure e-mail system, and you assume all risk of such e-mail being intercepted. 33. FEES. You agree to pay us (and authorize us to charge your accounts for) the fees we establish for each of the Services (see our related fee schedules for details). If your accounts with us are analyzed, you may be able to use your available earnings credit to offset certain Service fees. If your analyzed accounts contain funds belonging to third parties, you represent that your use of any related earnings credit is not limited by law, regulation or any agreement with such third parties, and that you have any required authorization from such third parties for its use. In addition to the Service fees, you agree to pay for all taxes, tariffs and assessments levied or imposed by any government agency in connection with the Services, this Agreement and/or the equipment or software made available to you (excluding any income tax payable by us). You also are responsible for the costs of any communication lines and any data processing charges payable to third parties. 34. FINANCIAL STATEMENTS. You agree to provide us with a current financial statement and other information regarding your financial condition upon our request. 35. FRAUD DETECTION AND PREVENTION INDEMNIFICATION. We are very concerned about the risk of loss from counterfeit, fraudulent or forged checks and unauthorized ACH debits to which you and the Bank may both be exposed if you do not use our Positive Pay Service and ACH Positive Pay Service. Therefore, we are unwilling to permit you to continue to operate your accounts without our Positive Pay Service and ACH Positive Pay Service, unless you indemnify and hold us harmless against losses or liabilities we may suffer or incur as a result of counterfeit, fraudulent or forged checks and/or unauthorized ACH debits on your accounts. Accordingly, if you continue to operate your accounts without our Positive Pay Service and ACH Positive Pay Service, you will be deemed to have agreed that, to the greatest extent permitted by law: (A) WE WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES, LOSSES, LIABILITIES, ACTIONS, CLAIMS INCLUDING THIRD PARTY CLAIMS, SUITS, JUDGMENTS, OBLIGATIONS, PENALTIES, COSTS OR EXPENSES OF ANY KIND, INCLUDING ATTORNEYS' FEES AND EXPENSES (COLLECTIVELY "LOSSES"), PAID, SUFFERED OR INCURRED BY YOU WHICH ARISE DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH (1) THE ACCEPTANCE FOR DEPOSIT, PAYMENT, NEGOTIATION OR OTHER PROCESSING OF ANY CHECK DRAWN OR PURPORTING TO BE DRAWN ON YOUR ACCOUNT IF SUCH CHECK HAPPENS TO BE COUNTERFEIT OR FRAUDULENT OR CONTAINS A FORGED SIGNATURE OR THE AMOUNT OF SUCH CHECK IS ALTERED OR THE PAYEE HAS BEEN ALTERED; OR (II) THE ACCEPTANCE OF AN ACH DEBIT THAT IS UNAUTHORIZED OR FRAUDULENT, WHICH COULD HAVE BEEN PREVENTED WITH THE USE OF THE POSITIVE PAY SERVICE OR ACH POSITIVE PAY SERVICE; AND (b) In addition to the other indemnity provisions set forth in this Agreement, you will indemnify, defend and hold us harmless from and against any Losses paid, suffered or incurred by you or by the Bank which arise directly or indirectly out of or in connection with (i) the acceptance for deposit, payment, negotiation or other processing of any check drawn or purporting to be drawn on your account if such check happens to be counterfeit or fraudulent or contains a forged signature or the amount of such check is altered or the payee has been altered; or (ii) the acceptance of an ACH debit that is unauthorized or fraudulent, which could have been prevented with the use of the Positive Pay Service or ACH Positive Pay Service. 36. GOVERNING LAW/COMPLIANCE. This Agreement will be governed by and construed in accordance with the laws of the United States and, to the extent it is subject to state law, the laws of the state governing your Deposit Documents, without reference to its conflict of law provisions. You agree not to conduct any transactions that would violate the laws of any state or the United States, including the economic sanctions administered by the U.S. Treasury's Office of Foreign Assets Control. 37. INDEMNIFICATION AND RELEASE. IN ADDITION TO THE OTHER INDEMNITY PROVISIONS SET FORTH IN THIS AGREEMENT, YOU AGREE TO RELEASE AND INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR PARENT COMPANY, AFFILIATES, AND SUBSIDIARIES, AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, FROM AND AGAINST EVERY CLAIM, DAMAGE, LOSS, LIABILITY AND COST (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES) OF ANY KIND WHICH RESULTS DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, FROM: (A) OUR ACTIONS OR OMISSIONS, IF THEY ARE IN ACCORDANCE WITH YOUR INSTRUCTIONS, GIVEN IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, OR INSTRUCTIONS PURPORTING TO COME FROM YOU THAT ARE ACCOMPANIED BY YOUR ACCESS CREDENTIALS; (B) THE ACTIONS OR OMISSIONS OF YOU, YOUR AGENTS OR EMPLOYEES; (C) ANY WARRANTY THAT WE ARE REQUIRED OR DEEMED TO MAKE TO A THIRD PARTY IN CONNECTION WITH YOUR TRANSACTIONS, PROVIDED WE ACT IN SUBSTANTIAL COMPLIANCE WITH THIS AGREEMENT; (D) YOUR USE OR DISTRIBUTION OF ANY EQUIPMENT OR SOFTWARE MADE AVAILABLE TO YOU THROUGH A SERVICE THAT IS INCONSISTENT WITH THE LICENSE OR SUBLICENSE THAT YOU RECEIVE; (E) YOUR FAILURE TO COMPLY WITH THE RULES, NACHA RULES, APPLICABLE LAW, OR THE RULES OF ANY DISBURSING BANK, CLEARING HOUSE OR PAYMENT ORGANIZATION THAT PROCESSES YOUR TRANSACTIONS; OR (F) YOUR INTERNAL SECURITY BREACHES OR INTERNAL SECURITY LOSSES. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 38. INFORMATION PROCESSING AND REPORTING. We offer a number of Services that require us to receive, process and report information involving your accounts and transactions. We will not be responsible for determining the accuracy, timeliness or completeness of any information that you, your agents or others provide to us. We will not have a duty to interpret the content of any data transmitted to us, except to the limited extent set forth in this Agreement. Unless otherwise agreed in writing, we will not be required (by means of any security procedure or otherwise) to detect errors in the transmission or content of any information we receive from you or third parties. Our sole responsibility for any reporting errors caused by us will be to reprocess the information for the period in question and to provide corrected reports at our own expense. You agree to maintain adequate backup files of the data you submit for a reasonable period of time in order to facilitate any needed reconstruction of your transactions (e.g., due to a telecommunications failure). If we are unable to provide a Service for any reason, we will use commercially reasonable efforts to promptly inform you of the problem and will take reasonable steps to resume processing. 39. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, WE WILL BE LIABLE TO YOU ONLY FOR DAMAGES ARISING DIRECTLY FROM OUR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE IN THE PERFORMANCE OF THE SERVICES. WE WILL NOT BE RESPONSIBLE FOR ANY LOSS, DELAY, COST OR LIABILITY TO THE EXTENT THAT IT ARISES, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, FROM: (A) YOUR ACTIONS OR OMISSIONS, OR THOSE OF THIRD PARTIES WHICH ARE NOT WITHIN OUR IMMEDIATE AND REASONABLE CONTROL (INCLUDING, BUT NOT LIMITED TO, YOUR INTERNAL SECURITY BREACHES OR THE INTERCEPTION, CORRUPTION AND/OR MODIFICATION OF INSTRUCTIONS THAT YOU SEND TO US); (B) YOUR NEGLIGENCE, MISCONDUCT OR BREACH OF ANY AGREEMENT WITH US; (C) ANY AMBIGUITY, INACCURACY OR OMISSION IN ANY INSTRUCTION OR INFORMATION PROVIDED TO US; (D) ANY ERROR, FAILURE OR DELAY IN THE TRANSMISSION OR DELIVERY OF DATA, RECORDS OR ITEMS DUE TO A BREAKDOWN OR TRANSMISSION ERROR IN ANY THIRD PARTY COMPUTER OR COMMUNICATIONS FACILITY; (E) ACCIDENTS, STRIKES, LABOR DISPUTES, CIVIL UNREST, FIRE, FLOOD, WATER DAMAGE (E.G., FROM FIRE SUPPRESSION SYSTEMS), OR ACTS OF GOD; (F) CAUSES BEYOND OUR REASONABLE CONTROL; (G) THE APPLICATION OF ANY GOVERNMENT OR FUNDS -TRANSFER SYSTEM RULE, GUIDELINE, POLICY OR REGULATION; (H) THE LACK OF AVAILABLE FUNDS IN YOUR ACCOUNT TO COMPLETE A TRANSACTION; (1) OUR INABILITY TO CONFIRM TO OUR SATISFACTION THE AUTHORITY OF ANY PERSON TO ACT ON YOUR BEHALF; (J) LOSSES FOR WHICH WE ARE NOT LIABLE BY LAW, LOSSES RESULTING FROM VIOLATIONS OF THE RULES, THE NACHA RULES OR OTHER CLEARINGHOUSE RULES, OR FOR WHICH YOU HAVE AGREED TO INDEMNIFY OR RELEASE US: (K) LOSSES FOR WHICH YOU FAIL TO GIVE US TIMELY NOTICE; OR (L) YOUR FAILURE TO FOLLOW ANY APPLICABLE EQUIPMENT OR SOFTWARE MANUFACTURER'S RECOMMENDATIONS OR OUR SERVICE INSTRUCTIONS. THERE MAY BE OTHER EXCEPTIONS TO OUR LIABILITY, AS STATED IN YOUR DEPOSIT DOCUMENTS. WE WILL NOT BE RESPONSIBLE UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHICH YOU INCUR AS A RESULT OF OUR ACTIONS OR OMISSIONS, EVEN IF WE HAVE BEEN INFORMED OR ARE AWARE OF THE POSSIBILITY FOR SUCH DAMAGES. OUR LIABILITY AND YOUR REMEDY FOR ACTUAL COSTS AND LOSSES RESULTING FROM OUR FAILURE TO TRANSMIT FUNDS IN THE CORRECT AMOUNT OR TO THE CORRECT BENEFICIARY LISTED IN YOUR FUNDS TRANSFER ORDERS SHALL NOT EXCEED THE DIRECT MONEY DAMAGES THAT YOU INCUR AS A RESULT OF THE FAILURE (E.G., THE AMOUNT OF A WIRE TRANSFER THAT IS SENT TO THE WRONG PARTY, OR THE AMOUNT BY WHICH A TRANSFER EXCEEDS THE AMOUNT YOU AUTHORIZED, PLUS INTEREST AS PERMITTED BY LAW). IN ALL OTHER CASES, OUR LIABILITY AND YOUR REMEDY FOR ACTUAL COSTS AND LOSSES RESULTING FROM OUR ACTIONS AND/OR OMISSIONS, WHETHER THE CLAIM IS IN CONTRACT OR TORT, WILL NOT EXCEED THE LESSER OF (1) SIX (6) TIMES THE AVERAGE MONTHLY CHARGE FOR THE SERVICE(S) IN QUESTION FOR THE THREE MONTHS IMMEDIATELY PRECEDING THE COST OR LOSS, OR (11) $20,000.00. WE SHALL NOT BE LIABLE FOR ANY PUNITIVE OR CONSEQUENTIAL DAMAGES. ANY CLAIM, ACTION OR PROCEEDING BY YOU TO ENFORCE THE TERMS OF THIS AGREEMENT OR TO RECOVER FOR ANY SERVICE -RELATED LOSS MUST BE COMMENCED WITHIN ONE YEAR FROM THE DATE THAT THE EVENT GIVING RISE TO THE CLAIM, ACTION OR PROCEEDING FIRST OCCURS. YOU AGREE TO COOPERATE WITH US IN ANY LOSS RECOVERY EFFORTS WE UNDERTAKE TO REDUCE ANY LOSS OR LIABILITY THAT ARISES IN CONNECTION WITH YOUR SERVICES. YOU ACKNOWLEDGE THAT OUR SERVICE FEES HAVE BEEN ESTABLISHED IN CONTEMPLATION OF: (A) THESE LIMITATIONS ON OUR LIABILITY; (B) YOUR AGREEMENT TO REVIEW STATEMENTS, CONFIRMATIONS, AND NOTICES PROMPTLY AND TO NOTIFY US IMMEDIATELY OF ANY DISCREPANCIES OR PROBLEMS; AND (C) YOUR AGREEMENT TO ASSIST US IN ANY LOSS RECOVERY EFFORT. 40. YOUR DUTIES TO NOTIFY US; MEANS OF NOTICE BETWEEN US. You agree to notify us immediately if you discover: (a) any error or discrepancy between your records and the information we provide to you about your accounts or transactions (e.g., in a statement, confirmation, or electronic report); (b) unauthorized transactions involving any account; (c) a breach in the confidentiality of any Access Credential; or (d) other problems related to the Services. You must deliver us a written notice of any discrepancy or other problem, including a statement of the relevant facts, within a reasonable time (not to exceed fifteen (15) days from the date you first discover the problem or receive information reflecting the problem, whichever occurs first). If you fail to notify us within such reasonable time, you agree that, in addition to any other limitations on our liability: (1) in the case of an erroneous funds transfer, you will be liable for all losses up to the amount thereof (as well as any loss of interest), which result from your failure to give us such notice or which might have been prevented by your giving us such notice; and (2) in the case of an unauthorized funds transfer, we will not be liable for any loss of interest which results from your failure to give us such notice or which might have been prevented by your giving us such notice. If we have received payment from you with respect to a funds transfer requested in your name, and if you believe that the funds transfer was unauthorized or erroneous, then to the maximum extent permitted by law you are precluded from asserting any objection to our retaining that payment unless you have notified us of your objection within ninety (90) days of our (i) notifying you of that transfer, or (ii) providing you a statement reflecting that transfer, whichever is earlier. In addition, with respect to ACH payments from your account, to the maximum extent permitted by law, we are not liable for an erroneous or unauthorized ACH entry that we did not cause unless (A) you notify us (which may be oral with prompt written confirmation of the relevant facts) before that entry actually settles (generally one (1) or two (2) Business Days after the entry was posted to your account), or (B) we are otherwise able without bringing suit to effect a reversal of that settlement under the applicable ACH system rules. You agree to provide us with at least thirty (30) days advance notice of: (a) any material (20% or greater) change in your ownership; (b) any material change in the type, scope or nature of your business; or (c) any anticipated (20% or greater) increase in the amount or volume of your ACH transactions (if applicable) over the preceding calendar quarter. Unless otherwise agreed, notices required by this Agreement must be in writing. Notices to you may be mailed or sent to you at the statement, e-mail or mailing address shown for you in our deposit or Service records, or (for online Services) by posting the notice at our website. Notice of a transaction to an online account is also given if posted to and viewable by you on that account. Notices sent to you by email, if properly addressed, will be deemed given to you when sent, even if they are blocked or rejected by your computer. You agree to provide us with written advance notice of any change in your address or email address. Notices to us must be delivered to: CADENCE BANK Treasury Management 2100 Third Avenue North, Suite 1100 Birmingham, AL 35203 You agree on behalf of yourself, your employees and agents that we may monitor and record your telephone and electronic communications in connection with the Services at any time. 41. RECORDS. Unless a different period is provided in this Agreement, you will retain and provide to us, upon request, all information necessary to remake or reconstruct any transaction, transmission, file or entry until ten (10) Business Days following receipt by us of the transaction document, tape, file, entry, transmission, or other order affecting an account. 42. RELIANCE ON THIRD PARTIES. Our ability to provide certain Services is dependent upon our ability to obtain or provide access to third party vendors and networks. In the event any third party is unavailable or we determine, in our discretion, that we cannot continue providing any third party network access, we may discontinue the related Service or may provide the Service through a different party. In such situations, we will have no liability for the delay or unavailability of access. We will not be responsible for any services you receive from third party vendors. 43. RESERVE ACCOUNT. We may require that you establish and maintain a reserve account ("Reserve Account") with us to cover your obligations under this Agreement. You grant us a security interest in the Reserve Account, including any current and future deposits to and renewals of the Reserve Account, for all obligations owing to us under this Agreement. The Reserve Account will only bear interest if it is opened by you and us as an interest -bearing account. You will deposit the amount that we designate in the Reserve Account within five (5) days from our request. If we determine that your reserves may not be sufficient to cover our risk for potential claims (e.g., based on factors such as the volume and amount of past or current returns/claims, your financial condition, the risk of new product offerings by you, fraud losses, substantial increases in the average number or amount of transactions, and other relevant circumstances), we may increase the amount of the required reserve by providing notice to you. If you fail or refuse to deposit sufficient reserves promptly upon our request, we may transfer funds to the Reserve Account from the proceeds of your deposits or from your other accounts with us. Your obligation to us under this Agreement will not be limited by the balance or existence of any reserve. Upon the termination of this Agreement or any Service, we may require, and you shall promptly deposit, funds in the Reserve Account that we estimate may be needed to cover potential returns and claims that may arise after such termination. This provision shall survive the termination of this Agreement. 44. SECURITY INTEREST. You grant us a security interest in your accounts with us (other than fiduciary accounts maintained for the benefit of others) to secure payment of amounts due under this Agreement and the repayment of any overdraft or other obligation that you incur under this Agreement. 45. TERMINATION. Either party may terminate this Agreement as to some or all of the Services, with or without cause, by giving thirty (30) days prior notice to the other party. We may suspend or terminate any Service or this Agreement immediately and without prior notice if: (a) you breach any agreement with us; (b) the confidentiality of any Access Credential is compromised or we have reason to believe that there has been any other breach in the security of any Service; (c) we have reason to believe that an unauthorized or fraudulent transaction has taken or may take place involving any of your accounts or any of the Services; (d) you become insolvent or the subject of a bankruptcy, receivership, or dissolution proceeding; (e) we are uncertain as to any person's authority to give us instructions regarding your accounts or the Services; or (f) we identify possible fraudulent or inappropriate activity or use of any Service by you or any other person. The termination of this Agreement will not affect the rights or obligations of the parties that arise prior to termination (e.g., the indemnification and record retention requirements). 46. THIRD PARTIES. This Agreement is made for the exclusive benefit of you and us. No third party has any rights under this Agreement. Unless you have our prior written consent, you may not use the Services to process transactions for third parties or permit others to initiate Service transactions on your behalf. 47. TRANSACTION LIMITS/SAFEGUARDS. You agree not to exceed the transaction limits we establish from time to time for your account or any Service. You will not allow anyone to initiate transactions on your behalf without proper supervision and adequate safeguards. You agree to review pending instructions prior to their submission to ensure that they are complete, accurate and properly authorized. 48. VALIDITY/WAIVERS/OVERDRAFTS. If any provision of this Agreement is found to be void or invalid, the remainder of this Agreement will remain in full force and effect, and the invalid provision shall be modified in a way that most closely effectuates its intent in a valid and enforceable manner. Any waiver by us must be in writing to be effective. Our waiver of any right will not be deemed a waiver of other rights or of the same right at another time. Our allowing overdrafts against your accounts, at any time or from time to time, will not obligate us to continue allowing overdrafts at a later date. We may discontinue permitting overdrafts at any time and without prior notice. 49. RESTRICTED TRANSACTIONS; INTERNET GAMBLING. You may not use any Service to process transactions restricted by Federal Reserve Regulation GG (12 C.F.R. Part 233). Restricted transactions generally include, but are not limited to, those in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with the participation by themselves or others in unlawful Internet gambling. We have elected to not offer accounts to organizations that offer, sponsor or facilitate Internet gambling. As such, you agree not to use any account or Service to process Internet gambling transactions, whether or not permitted by law. 50. CUSTOMER IDENTIFICATION PROGRAM. IMPORTANT IFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities. Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents. 51. ENTIRE AGREEMENT. THIS AGREEMENT INCORPORATES, SUPPLEMENTS, AND SUPERSEDES WHERE INCONSISTENT THE TERMS OF YOUR DEPOSIT DOCUMENTS. THIS AGREEMENT AND THE DEPOSIT DOCUMENTS CONSTITUTE (ALONG WITH ANY RELATED SPECIFICATIONS AND ANY OTHER AGREEMENTS SPECIFICALLY REFERENCED HEREIN) THE ENTIRE AGREEMENT BETWEEN YOU AND US WITH RESPECT TO THE SERVICES. EXHIBIT "D" CUSTODIAL AGREEMENT This Agreement is entered into by and between , as principal (hereinafter referred to as "Principal"), and CADENCE BANK, as Custodian (hereinafter referred to as "Cadence"). Effective on this the day of , 20_, Principal has deposited with Cadence the property which is listed on Exhibit "A" attached and constituting a part of the assets of the to be held by Cadence pursuant to the following terms and conditions: 1. Cadence shall safely keep the property in the Account and collect the income thereon and all principal realized through sales, maturities, redemptions or otherwise. Cadence shall hold, invest, disburse, or otherwise dispose of the property in the Account or its proceeds pursuant only upon its actual receipt of written instructions from Principal. 2. Income on property in the Account shall be disbursed or retained pursuant only upon Cadence's actual receipt of written instructions from Principal. 3. Should Cadence, at the direction of the Principal, sell, exchange, deliver, or otherwise dispose of any or all of the property in the Account and invest or reinvest any monies from the Account, any broker's fees or commissions in connection therewith shall be paid from the Account. In addition, orders for purchase and sale shall be placed for the Account with the broker selected by Cadence, and Cadence shall not be liable or accountable for any act or omission of any reputable broker or similar agents. 4. Cadence will not render investment advice or make investment recommendations and shall be responsible for loss to the Account only through its gross negligence or bad faith. Cadence shall be under no duty to take or omit to take any actions with respect to any property held in the Account except in accordance with Cadence's written agreement to comply with written instructions received by Cadence from Principal. Notwithstanding anything herein to the contrary, Cadence shall not be required to give notice of dishonor or default of instruments and securities in the Account received from Principal or others, whether now or at anytime during the term of this Agreement. In addition, Cadence shall not be required to take any legal action or to appear in or defend any suit or proceedings which relate to the dishonor or default of instruments or securities in the Account unless requested to do so by Principal, in writing and indemnified to Cadence's satisfaction. It is agreed and understood that Cadence is not acting as a fiduciary, and that there are no attributes of a fiduciary relationship (e.g. - an estate administration, a trust) inherent between Principal and Cadence. 6. Securities in the Account shall be held in the name of Cadence's nominee or in the nominee of Cadence's depository. 0030118 7. Cadence shall keep books of account for the Account which reflect all transactions for the Account and shall furnish Principal statements of receipts and disbursements and a list of the assets of the Account on a monthly basis or more infrequent periods if agreed upon by Principal and Cadence. Such statements shall be sent by Cadence to Principal via United States regular mail at the address which is reflected at the end of this Agreement. Principal, and/or any person who is designated by Principal, shall be entitled at all reasonable times to examine all books of paper and other records relating to the Account which are in the possession of Cadence at the offices of Cadence during normal business hours at a time which is mutually convenient. 8. Principal agrees to furnish Cadence with the income tax cost basis and date of acquisition of every principal asset in the Account to be carried on Cadence's records. Cadence will have no duty to verify the accuracy of the information furnished by Principal or any third party. If Principal fails to furnish such information, Cadence will carry the assets at a nominal value. Assets purchased in the Account will be carried at cost. 9. Cadence shall be entitled to receive in consideration for its services hereunder compensation in accordance with its current Fee Schedule, a copy of which is attached to this Agreement as Exhibit `B". Cadence shall provide Principal with written notification of any changes to the Fee Schedule, and Principal agrees that these changes will become effective thirty (30) days after Cadence provides Principal with such notification. With regard to compensation for Cadence, Cadence is authorized to pay itself on a monthly basis out of funds on hand in the Account the amount of compensation which it is entitled to receive pursuant to the terms of the attached Fee Schedule (see Exhibit `B"), as well as any expenses incurred by Cadence in the handling of the Account. In addition to its authorized fees, Cadence is authorized to charge directly to any available funds in the Account its expenses as well as the amount necessary for Cadence to complete any purchase (including purchase -related expenses), to make any directed disbursement, or to take any other necessary action regarding the Account. Cadence shall have no duty to make any purchase, exchange, or disbursement or to incur any expense, unless the necessary funds are available in the Account. If an overdraft is created in the Account as a result of Cadence's directing any activity in the Account, Cadence may charge a fee to the Account. In the event of insufficient funds, Principal hereby agrees that Cadence may, in its discretion, charge any account held in Principal's name at Cadence Bank, whether individually or jointly. 10. Cadence shall have no responsibility for the payment of any tax imposed by the government or any subdivision district or agency thereof with the exception of transfer taxes, etc..., customarily and immediately paid in connection with the sale or exchange of property. 11. All instructions or directions from Principal to Cadence shall be given by Principal in writing and shall be acted upon only after actual receipt of the written instructions by Cadence, and such instructions or directions shall remain in force until revoked or 2 0030118 amended in writing and received by Cadence. Cadence shall be fully protected and indemnified in acting upon any such written directions or instructions from the Principal and received by Cadence. For purposes of this Agreement, written instructions or directions from Principal to Cadence may be given by written correspondence; by facsimile, upon receipt of electronic confirmation of a successful transmission, and by e-mail that contains an electronic signature, upon receipt of electronic confirmation of a successful transmission. 12. Cadence shall, upon receipt of the various items of property from Principal which are from time to time delivered to Cadence by Principal to a be a part of the Account, deliver to Principal appropriate receipts showing receipt thereof. 13. This Agreement may be terminated by either Principal or Cadence upon written notice with reasonable allowance of time for the accomplishment of any clerical accounting or property transfer procedures which are necessary as a prerequisite to the termination of this Agreement. By signing this Agreement, Cadence agrees that it will not release any funds or assets placed in the Account or any income earned on said assets unless it receives written instructions to do so from Principal. In addition, Cadence agrees that it will not make any disbursements from the Account unless it receives written instructions to do so from Principal. When the Agreement is terminated, Cadence may receive a termination fee in accordance with its Fee Schedule. 14. This Agreement may not be modified except by amendment reduced to writing and signed by both Principal and Cadence. 15. Cadence will not be liable for any act, or failure to act, carried out in good faith reliance on any representation of Principal or as a consequence of any instructions of Principal. Principal agrees to indemnify and hold Cadence, its affiliates, officers, employees, and/or agents harmless for and against any loss, liability, cost, damages, or expenses (including reasonable attorneys' fees) resulting from any action of Cadence which is taken pursuant to the instruction of Principal. Cadence shall not be held liable under the Agreement except for the gross negligence or willful misconduct of its officers and employees. Cadence shall not be liable for acts or omissions of (a) any broker or other agent to whom Principal has directed any securities trade or other transaction or (b) any broker, depository, or other agent selected by Cadence with reasonable care. Cadence shall have no liability for any actions or omissions it takes in accordance with this agreement so long as its acts or omissions are taken in good faith and without gross negligence. To the maximum extent permitted by applicable law, except for any damages or costs arising pursuant to the provisions in this agreement on indemnification, neither party will be liable to each other or any third party for any special, indirect, consequential or punitive damages, including lost profits arising out of or related to this agreement and the 0030118 services provided hereunder, even if the parties have knowledge of the possibility of such damages and whether or not such damages are foreseeable. 16. Cadence is authorized to do the following: A. Administration: Execute and deliver all Agreements, appoint agents or subagents (including subsidiaries and affiliates) and do all other acts necessary to carry out the general purposes of the Agreement. B. Exchanges: Exchange stock certificates where required when their stated par value is revised by an issuing corporation or where merger or other corporate reorganization requires the exchange. C. Sale of Fractional Shares: Sell all fractional shares of stock received as a result of stock dividends or other corporate action. D. Signing and Delivery of Documents: Deliver any instrument or document necessary to register securities or to complete sales or deliveries of them. E. Pledging of Securities: Pledge securities or other property in the Account at Principal's direction when required to furnish collateral for loans or advances for which the Principal becomes obligated to Cadence or another financial institution. During the term of any such pledge, Principal shall not give Cadence any instructions regarding pledged assets in the Account which would be in violation of such pledge. 17. Principal may withdraw any portion of the assets of the Account. Withdrawal of all of the assets of the Account will constitute a termination, and will be governed by the termination provision of this Agreement. Cadence will make delivery to third parties of securities or other property in the Account only upon the actual receipt of written instructions from Principal. 18. The Agreement may be terminated at any time by thirty (30) days written notice from Principal to Cadence or from Cadence to Principal, and all assets in the Account shall be delivered according to Principal's instructions (see Cadence's Fee Schedule for related charges). If Principal has opened the Account in his or her individual capacity, the Account will terminate upon actual knowledge by Cadence of Principal's death or incapacity. 19. If there is more than one Principal, the Account will be distributed or continue to be managed as follows upon death of one Principal: Community Property. If the Account is designated as community property, upon the death of either spouse, ownership does not automatically pass to the survivor. The 4 0030118 community property interest of the decedent will pass pursuant to the decedent's estate. The community property interest of the surviving spouse will continue to be held pursuant to the provisions of this Agreement. For purposes of this Agreement, the term spouse will include domestic partners or a similar relationship which is created under and recognized under state law applicable to such relationships. Joint Tenants with Right of Survivorship. If the Account is designated as joint tenants with right of survivorship, upon the death of either the Principal, the surviving Principal will own the Account in its entirety and the Account will continue to be held pursuant to the provisions of this Agreement. Tenants in Common. If the Account is designated as tenants in common, upon the death of either Principal, ownership does not automatically pass to the survivor. Each Principal is presumed to own an equal interest in the Account. The interest of the decedent will pass pursuant to the decedent's estate. The interest of the surviving Principal(s) will continue to be held pursuant to the provisions of this Agreement. 20. In the event that Cadence at any time is unable to determine or confirm the proper disposition of the assets in the Account, Cadence may petition a court of competent jurisdiction for a determination by the court of a proper disposition of the assets. The cost of such petition, including any attorney's fees incurred by Cadence, shall be paid from the Account. 21. Any claim, action, dispute or controversy of any kind arising out of or relating to this agreement or concerning any aspect of performance by any party under the terms of this Agreement (a "Dispute") shall be resolved by mandatory and binding arbitration administered by the American Arbitration Association (the "AAA") pursuant to the Federal Arbitration Act (Title 9 of the United States Code) in accordance with this Agreement and the then -applicable Commercial Arbitration Rules of the AAA. Any arbitration shall be conducted by one arbitrator. If the parties fail to designate any arbitration within 10 days after the filing of the Dispute with the AAA, such arbitrator shall be appointed in the manner prescribed by the AAA. An arbitration proceeding hereunder shall be conducted exclusively in Houston, Texas. The parties acknowledge and agree that the transactions evidenced and contemplated hereby involve "commerce" as contemplated in Section 2 of the Federal Arbitration Act. If Title 9 of the United States Code is inapplicable to any such Dispute for any reason, such arbitration shall be conducted pursuant to the Texas General Arbitration Act (V.T.C.A., Civil Practice & Remedies Code Section 171.001, et. seq. Vernon 1997), this agreement and the then applicable Commercial Arbitration Rules of the AAA. No award by the arbitrator shall assess consequential, punitive or exemplary damages, but such an award may assess actual costs and expenses and interest on unpaid amounts deemed equitable. The arbitrator shall make specific written findings of fact and conclusions of law. The award of the arbitrator shall be final and binding on each party. 5 0030118 THE PRINCIPAL UNDERSTANDS AND AGREES THAT BY SIGNING THE AGREEMENT, THE PRINCIPAL AND CADENCE ARE WAIVING THE RIGHT TO A JURY TRIAL OR A TRIAL BEFORE A JUDGE IN A PUBLIC COURT. 22. This Agreement constitutes the entire agreement between Principal and Cadence regarding the subject matter of this Agreement, and replaces and supersedes all prior agreements between the parties relating to the same subject matter. 23. This Agreement shall be construed in accordance with the laws of the State of Texas with Principal and Cadence agreeing that all actions regarding this Agreement shall be brought in Harris County, Texas. 24. In the event any provision of this Agreement shall be for any reason illegal or unenforceable, the same shall not affect the validity of enforceability of the remaining provisions. 25. Principal and Cadence hereto further represent that they have each had the opportunity to obtain independent legal counsel before entering into this Agreement. 26. Principal and Cadence further agree that if any other provisions or agreements are necessary to enforce the intent of this Agreement, that both parties will execute same upon request. 27. This Agreement shall be binding upon Principal, Principal's successors and assigns and upon Cadence and Cadence's successors and assigns. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT - To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What that means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents. 0030118 Date: PRINCIPAL By: Name: Title: Address: Principal's Social Security Number or Tax Identification Number is: Date: CUSTODIAN CADENCE BANK By: _ Name: Title: Address: 2800 Post Oak Blvd. Suite 3400 Houston, Texas 77056 CERTIFICATION. - - Under Penalties of Perjury, Principal hereby certifies that: 1. The number shown on this form is Principal's correct Taxpayer Identification Number (or Principal is waiting for a Taxpayer Identification Number to be issued), and 2. Principal is not subject to back-up withholding either because Principal has not been notified by the Internal Revenue Services (IRS) that Principal is subject to back-up withholding as a result of a failure to report all interest or dividends, or the IRS has notified Principal that Principal is no longer subject to back-up withholding. CERTIFICATE INSTRUCTIONS. - Principal must cross out item (2) above if Principal has been notified by the IRS that Principal is subject to back-up withholding because of underreporting interest or dividends on Principal's tax return. However, if after being notified by the IRS that Principal was subject to backup withholding Principal received another notification from the IRS that principal is no longer subject to back-up withholding, do not cross out item (2). 0030118 THE STATE OF TEXAS COUNTY OF HARRIS BEFORE ME, the undersigned notary public, on this day personally appeared , known to me to be the person whose name is subscribed to the foregoing Custodial Agreement as the Principal, and after being by me duly sworn, acknowledged to me that he/she executed the foregoing Agreement for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 20 . Notary Public in and for the State of T E X A S 0030118 THE STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned notary public, on this day personally appeared , on behalf of Cadence Bank, known to me to be the person whose name is subscribed to the foregoing Custodial Agreement on behalf of the Custodian, and after being by me duly sworn, acknowledged to me that he/she executed the foregoing Agreement for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 20 . Notary Public in and for the State of T E X A S 0030118 EXHIBIT "A" to 0030118 EXHIBIT `B" Cadence Fee Schedule 0030118 = CADENCE BANK host &Asset Nlanagenient IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII CADENCE BANK 2100 THIRD AVE. NORTH SUITE 1100 ATTN: NATHAN HURST VP/ASST CONTROLLER BIRMINGHAM, AL 35203 Account Summary Statement Account Number: XXXXXX2224 January 01, 2020 To March 31, 2020 Account Name: SAMPLE Account Number: XXXXXX2224 Relationship Manager: WINSTON MCIMGHT 713-8714099 winston.mcknight @cadencebank com investment Officer: WINSTON MCE NIGHT 713-8714099 winston.mcknight @cadencebankcom Investment Objective: NO AUTHORITY Important Information Welcome to your neH Cadence Statement designed w ith you in mind. Should you have any questions, comments or concerns, please contact your Cadence Trust team or email tnist ct cadencebank.eom. Thank you. Your Investement Portfolio Profile CASH AND CASH EQUIVALENTS FIXED INCOME Total Market Value Percent 50, 685, 142. 89 91. 0% 5, 029, 100. 00 9. 0% 55, 714, 242. 89 100. 0% CADENCE BANK Account Summary Statement Page 2 Trust &Assetbiarlc[ge?pen[ Account Number: XXXXXX2224 January 01, 2020 To March 31, 2020 Account Summary This Period Year To Date Beginning Market Value 54, 713, 332. 17 54, 713, 332. 17 Taxable Interest 390, 778. 81 390, 778. 81 Cash Deposits 43,662,631.93 43,662,631.93 Distributions 43, 034, 375. 00- 43, 034, 375. 00- Change In Market Value 18, 125. 02- 18, 125. 02- Ending Market Value 55, 714, 242. 89 55, 714, 242. 89 Statement Of Investment Position Market Tax Cost/ Est Annual Value/ Unrealized Income/ Current Description Ticker Shares Price Gain/loss Accrued Inc Yield Cash And Cash Equivalents �,,;Cominercial Pa 09659BEJ5 BNP PARIBAS SA DISC @ 1.71% CP 6,000,000.000 5,991,199.98 5,965,230.00 104,884,71 1.75 05JIV2020 99.85 25,969.98 09659BFW5 BNP PARIBAS SA DISC @ 1.85°% CP 9, 000, 000.000 8, 973, 564.48 8, 920, 800.00 165, 188 - 57 1- 84 06/30/2020 99.71 52,764.48 09659BGH7 BNP PARIBAS SA DISC @ 1.84% CP 7,000,000.000 6,975,010.00 6,938,777.22 123,460.30 1.77 07117i2020 9964 36, 232, 78 30229AM48 EXXON MOBIL CORP DISC @ 1-44% CP 10, 000, 000. 000 9,860,155.60 9, 898, 111. 11 141, 944. 45 12/04i202O 98.60 37,955.51- 63873JL65 NATIXIS DISC COML PAPER DISC @ 7,000,000 000 6, 952, 516. 69 6, 917, 971. 67 112, 557. 67 1.62 1.58% CP 11/06/2020 99.32 34, 545.02 89233GFW 1 TOYOTA MTR CR CORP DISC @ 1.85% 6,000,000 000 5, 976, 446- 16 5, 939, 526. 67 114,962 32 1.92 CP 06/30/2020 99.61 36,919.49 89233GHIJ3 TOYOTA MTR CR CORP DISC @ 1.85% 6, 000, 000. 000 5, 956, 249. 98 5, 918, 403. 33 111,129, 79 1- 87 CP 08/28/2020 99.27 37,846.65 Total Commercial Paper Sub- 50, 695,142. 89 50, 498, 820. 00 874,127. 91 1.72 Total 186,322.89 0.00 Total Cash And Cash Equivalents 50,685,142.89 50,498,820.00 874,127.81 1.72 186,322.89 0.00 = CADENCE BANK Trust &Asset Manageownt 5,400,000 4,500,000 3,600,000 2,700,000 1,800,000 900,000 Account Summary Statement Page Account Number: XXXXXX2224 January 01, 2020 To March 31, 2020 Statement Of Investment Position ( Continued ) Bond Maturity Summary Years To Maturity Description Fixed Income Us Government Obligations 9128282V 1 U S TREASURY NOTE DTD 091192017 1.375% 09/15/2020 Total Us Government Obligations Total Fixed Income Total Assets Total Accrued Inc Grand Total Assets Date Description Beginning Balance Z Par Value Percent NLESS THAN 1 YEAR 5, 000, 000. 00 100. Ooo Total 5, 000, 000. 00 100. 0% Market Tax Cost/ Est Annual Value/ Unrealized Income/ Current Rating Par Value Price Gain/loss Accrued Inc Yield AA+ 5,000,000.000 5,029,100.00 4,994,921.88 68,750.00 1.37 100.58 34,178.12 3,175.95 Sub- 5,029,100.00 4,994,921.88 68,750.00 1.37 Total 34,178.12 3,175.95 5,029,100.00 4,994,921.88 68,750.00 1.37 34,178.12 3,175.95 55,714,242.89 55,493,741.88 942,877.81 1.69 220,501.01 3,175.95 3,175.95 3,175.95 55,717,418.84 55,496,917.83 942,877.81 1.69 220,501.01 3,175.95 Transaction Statement Principal Income Gain / Cash Cash Cost Loss 0.00 0.00 54,474,706.14 CADENCE BANK Account Summary Statement Page 4 Trust &Ass;42 lanagement Account Number: XXXXXX2224 January 01, 2020 To March 31, 2020 Transaction Statement ( Continued ) Principal Income Gain / Date Description Cash Cash Cost Loss Taxable Interest 912796TBS 01/16/20 INTEREST ON 8,000,000 UNITS 32, 960.20 UNITED STATES TREAS BILLS DTD 07118/2019 01116i2020 PAYABLE 01116J2020 62478XAX8 O1/3 U20 INTEREST ON 5,000,000 UNITS MUFG 87,388 89 UNION BANK NA DISC @ 2.42% CP 01131/2020 PAYABLE 011312020 9128282VI 02i04120 ACCRUED INTEREST PAID 5,000,000 26, 820. 05- UNITS U S TREASURY NOTE DTD 09/15/2017 1.375% 09/1512020 89233GBA3 02/ 10120 INTEREST ON 5,000,000 UNITS 91, 125.00 TOYOTA MTR CR CORP DISC @ 2.43% CP 02JI0/2020 PAYABLE 02/10/2020 63873JBU3 02i28i20 INTEREST ON 7,000,000 UNITS 57, 750, 00 NATIMS DISC COME PAPER DISC @ 0 CP 02/2V2020 PAYABLE 02i28i2020 9128282VI 03i 16/20 INTEREST ON 5,000,000 UNITS U S 34, 375.00 TREASURY NOTE DTD 09/15/2017 1,375% 09JI512020 PAYABLE 03115/2020 63873JCG3 03/16/20 INTEREST ON 10,000,000 UNITS 68, 716.70 NATI)GS DISC COME PAPER DIS a: 2 02 CP 03/16/2020 PAYABLE 03116/2020 912796SIB 03/26/20 INTEREST ON 8,000,000 UNITS 45, 283.07 UNITED STATES TREAS BILLS DID 03 282019 0326 2020 PAYABLE 03 26 2020 Total Taxable Interest 390,778.81 0.00 0.00 0.00 Cash Deposits 01/06/20 RECEIVED 8,920,800.00 01/1W20 RECEIVED 12,904,007.22 02/04i20 RECEIVED 5,021,741.93 02i 13/20 RECEIVED 6, 917, 971.67 03i1W20 RECEIVED 9,898,111.11 Total Cash Deposits 43,662,631.93 0.00 0.90 0.00 CADENCE BANK Account Summary Statement Page 5 Trust &Asset hlanagenzent Account ATumber. hCR;XXXX2224 January 01, 2020 To March 31, 2020 Transaction Statement ( Continued ) Principal Income Gain / Date Description Cash Cash Cost Loss Distributions 01i16i20 DISTRIBUTION 8,000,000.00- OWU20 DISTRIBUTION 5,000,000.00- 02/1Oi20 DISTRIBUTION 5,000,000.00- 02/28/20 DISTRIBUTION 7,000,000.00- 03i W20 DISTRIBUTION 10, 034, 375. 00- 03i26i20 DISTRIBUTION 8,000,000.00- Total Distributions 43,034,375.00- 0.00 0.00 0.00 Purchases 09659BFW5 01+06120 PURCHASED 9,000,000 UNITS BNP 8, 920, 800.00- 8, 920, 800.00 PARIBAS SA DISC@ 1.85%CP 06130l2020 ON 01/06/2020 AT 99.12 THRU BNP PARIBAS SECURITIES CORPMOND 09659BEJ5 0 U 17120 PURCHASED 6,000,000 UNITS BNP 5, 965, 230.00- 5,965,230.00 PARIBAS SA DISC @ 1.71 % CP 05/1812020 ON 01/17/2020 AT 99.4205 THRU BNP PARIBAS SECURITIES CORPIBOND 09659BGH7 01/17/20 PURCHASED 7,000,000 UNITS BNP 6, 938, 777.22- 6, 938, 777.22 PARIBAS SA DISC @ 1.84% CP 07� 1712020 ON 0111 V2020 AT 99.1254 THRU BNP PARIBAS SECURITIES CORP�BOND 9128282V 1 02i04120 PURCHASED 5,000,000 UNITS U S 4, 994, 921.88- 4, 994, 921.88 TREASURY NOTE DTD 09/1512017 1,375% 09/15/2020 ON 02i0312020 AT 99.8984 THRU WELLS FARGO SECURITIES, LLC 63873JL65 02/13/20 PURCHASED 7,000,000 UNITS 6, 917, 971.67- 6, 917, 971.67 NATDQS DISC COME PAPER DISC @ 1.58% CP 1 P0612020 ON 02/ 1312020 AT 98.8282 THRU BANKER TRUST CO COMMERCIAL PAPER 30229AM48 031 W20 PURCHASED 10,000,000 UNITS EXXON 9, 898, 111. 11- 9, 898, 111. 11 MOBIL CORP DISC @ 1,44% CP 12i0412020 ON 03/16/2020 AT 98.9811 THRU CITIBANK Total Purchases 43,635,811.88- 0.00 43,635,811.88 0.00 CADENCE BANK Account Summary Statement Page 6 Trust &AssetAfanagenient Account Number: XXXXXX2224 January 01, 2020 To March 31, 2020 Transaction Statement ( Continued ) Principal Income Gain / Date Description Cash Cash Cost Loss Sales And Maturities 912796TB5 01/16/20 MATURED 8,000,000 UNITS UNITED 7,967,039 80 7, 967, 039.80- STATES TREAS BILLS DTD 07/18/2019 0 111 &2020 62478XAX8 01131i20 MATURED 5,000,000 UNITS MUFG 4,912,611 11 4, 912, 611. 11- UNION BANK NA DISC @ 2.42% CP 01/31/2020 89233GBA3 02i 10l20 MATURED 5,000,000 UNITS TOYOTA 4, 908, 875.00 4, 908, 875.00- MTR CR CORP DISC @ 2,43% CP 02/1012020 63873JBU3 02/28/20 MATURED 7,000,000 UNITS NATIMS 6,942, 250. 00 6, 942, 250. 00- DISC COML PAPER DISC @ 0 CP 02J2812020 63873JCG3 03/16/20 MATURED 10,000,000 UNITS NATDUS 9,931,283 30 9,931,283.30- DISC COML PAPER DIS @ 2 02 CP 031162020 9I2796SH3 03/26/20 MATURED 8,000,000 UNITS UNITED 7, 954, 716.93 7, 954, 716.93 - STATES TREAS BILLS DTD 03/28/2019 03126/2020 Total Sales And Maturities 42,616,776.14 0.00 42,616,776.14- 0.00 Ending Balance 0.00 0.00 55,493,741.88 0.00 CADENCE BANK Trust & Asset Management Fee Schedule - Custody (Safekeeping) Services Cadence Trust and Asset Management Custody Services include accurate, efficient and professional portfolio administration and safekeeping of your investments. Basic Annual Fees (Based on Average Daily Market Value of Assets) The Annual Fee Annual Market Value Account Charge provides: 0.035% on the combined value of all custody accounts • Account administration with personal relationship officers (no call center) • Custody of assets Additional Information • Flexible trading arrangements • Cadence Trust retains the right to charge special fees for extraordinary services not covered in the original RFP or our regular fee schedule. These • Prompt trade services will be charged at $150/hour. settlement and notifications of capital • Fees are collected monthly. We reserve the right to change the frequency of changes the fees charged. • Daily sweeps of . Monthly fees are taken for the prior month; i.e., a fee taken in September will "uninvested" cash be for the period August 1 through August 31. • Comprehensive • The first fee for an account will be a prorated fee calculated from the date on statements which the account first funded. • Collection of interest and dividends NOTE: This Schedule may be revised from time to time. To ensure that these rates are current Effective 11 /15/2018 please contact any of our Trust Officers. EXHIBIT "E" INVESTMENT SWEEP Treasury Management - CADENCE DOC NO: TM-INVSWP-EXH-01 BANK SERVICES EXHIBIT REV: 02 COMPANY LEVEL INFORMATION ❑ ICS Demand ❑ ICS Savings ❑ CDARS ❑ Fidelity Government (FIGXX) ❑ Dreyfus Treasury Securities (DIRXX) ❑ Dreyfus Government (DGCXX) ❑ 1PM US Government (OGVXX) Company Name: Company Tax ID: Master Billing Account No: Operating Account No: Street Address: City, State & Zip: Company Contact Name: Company Contact Email: Country of Citizenship/Incorporation: INVESTMENT SWEEP INFORMATION Cadence Bank Funding Account No: Cadence Bank Cost Center: Account Title: Target Balance*: Cash Manager Account No*: ICS Program Rate (APR)**: Approved By: *Only applies to ICS Demand, Fidelity or Dreyfus Investment Sweeps. ICS Demand requires minimum $250,000 Target Balance. **Only applies to ICS Demand, ICS Savings or CDARS. Must be approved by Tell Allessio or another member of ALCO. Existing CDARS or ICS Client: ❑ Yes ❑ No Client Class: ❑ Individual/Joint/Revocable Trust ❑ Estate/Irrevocable Trust ❑ Corporation/LLC ❑ Sole Proprietorship ❑ Partnership/Limited Liability Partnership ❑ Non -Profit Institution ❑ Clubs & Associations ❑ Public Entity ❑ Foreign Government ❑ Savings Bank/Credit Union ❑ Other Bank/Financial Institution Client Exclusions: There is no need to exclude institutions that currently hold your funds through the CDARS or ICS service. Providing the same Tax ID for each of your CDARS or ICS accounts will enable the location of your current placement(s) to be recognized. These institutions will automatically be excluded from future placements. Bank: Routing Number: City, State: Special Instructions: TMO: RM: Client Initials: Date: Revised 2/26/21 MFidelity Investments Money Market Government Portfolio - Class I Asset Class: U.S. Treasury & Government Current performance may oe nrgner or lower than that quoted. Performance data shown represents past performance and is no guarantee of future results. Investment return will fluctuate, so you may have a gain or loss when shares are sold. This document must be preceded or accompanied by a fund prospectus; see end for definitions. Yields As of 7-Day SEC 7-Day Without 30-Day Month -End Yields Reductions Yield Jun2021 0.01% -0.12°o 0.01% May 2021 0.01"o-0.1400 0.01% Apr 2021 0.01% -0.130 0.010/1 Mar 2021 0.01% -0.11% 0.01% Feb 2021 0.01% -0.12% 0.01% Jan 2021 0,01% -0.080/0 --0.01% Dec 2020 0.01% -0.06% 0.01% Nov 2020 0.01% -0.060/0 0.01% Oct 2020 0.01% -0.04% . 0.01% Sep2020 0.01% -0.04%' 0.01% Aug 2020 0.01% -0.01% 0.029/6 Jul 2020 —� 0.050% 0.04"/: 0.10/0 The 7-Day SEC yield is the average income return over the previous seven days, assuming the rate stays the same for one year. It is the Funds total income net of expenses. divided by the total number of outstanding shares and includes any applicable waiver or reimbursement. Absent such waivers or reimbursements. the returns would have been lower. The 7-Day SEC Yield Without Reductions is the yield without applicable waivers or reimbursements. Voluntary waivers and/or reimbursements may be discontinued any time. LoadsExpenses, Fees & Exp Ratio (Gross) - Prospectus 0.2% as of 05/29/2021 Exp Ratio (Net) - Prospectus 0.180/0 as of 05/29/2021 Exp Ratio (Net) - Financial Statement 0.15% as of 03/31/2021 Exp Cap — 0.18% 1 as of 02101/2015 Management Fee 0.14% as of 03/31/2021 The Exp Ratio (Net) — Financial Statement reflects certain voluntary reimbursements and waivers which are not included in the Exp Ratio (Net) — Prospectus, and may be discontinued at any time. There is a contractual cap on the expenses borne by the fund. which indicates the maximum level of expenses (with certain exceptions) that the fund would pay; the respective contract expires on 07131/2022. Seeks to obtain as high a level of current income as is consistent with the preservation of principal and liquidity within the limitations prescribed for the fund. The Adviser normally invests at least 99.5% of the fund's total assets in cash, U.S. Government securities and/or repurchase agreements that are collateralized fully (i.e., collateralized by cash or government secunties). Certain issuers of U.S. Government securities are sponsored or chartered by Congress but their securities are neither issued nor guaranteed by the U.S. Treasury. Investing in compliance with industry -standard regulatory requirements for money market funds for the quality, maturity, liquidity and diversification of investments. The Adviser stresses maintaining a stable $1.00 share price, liquidity, and income. In addition the Adviser normally invests at least 80% of the fund's assets in U.S. Government securities and repurchase agreements for those securities. You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Fidelity Investments and its affiliates, the fund's sponsor, have no legal obligation to provide financial support to the fund. and you should not expect that the sponsor will provide financial support to the fund at any time. The fund will not impose a fee upon the sale of your shares, nor temporarily suspend your ability to sell sha es If the fund's weekly liquid assets fall below 30% of its total assets because of market conditions or other factors. Interest rate Increases can cause the price of a money market security to decrease. A decline in the credit quality of an issuer or a provider of credit support or a maturity -shortening structure for a security can cause the price of a money market security to decrease. Product Type NAV 1-Day Yield 7-Day Yield 30-Day Yield Daily Mil -rates MTD Cum. Mil -rates Liquid Assets (Daily) Liquid Assets (Weekly) Weighted Avg Maturity Weighted Avg Life 12 Month Low -High Net Assets ($M) Portfolio Assets ($M) Daily Market Value Fund If CUSIP Fund Inception Share Class Inception Fiscal Year End L— Government $1.00 as of 07/07/2021 0.01% as of 07/07/2021 0.01% as of 07/07/2021 0.01% as of 07/07/2021 0.000000274 as of 07/07/2021 0.000001918 as of 07/07/2021 69% as of 07/07/2021 80% — as of 07/07/2021 28 Days as of 06f30/2021 66 Days as of 06/30/2021 $1.0041.00 as of 06/3M21 $32,500.02 as of 06/30/2021 $128,617.36 as of 06/30/2021 $1.0004 as of 07:07+2021 57 316175108 07/25119% 07/25/1985 March There is a contractual cap on the expenses borne by the fund, which indicates the maximum level of expenses (with certain exceptions) that the fund would pay, the respective contract expires on 07131/2022. Net Assets reflect assets of the class shown; Portfolio assets reflect the assets of all classes of the same fund. Trading Hours: 8:30 a.m. to 5:00 p.m. ET For further detail regarding minimum investments, please see the fund prospectus. The Per -Share Market Value does not reflect the price at which an investor may transact in shares of the Fund. and should not be considered an offer to purchase or sell shares of any Fund at such price. The Per -Share Market Value should not be viewed as indicative of future market values or the future performance of any Fund. and may change from day to day. Past performance is no guarantee of future results. Moodys AAA-mf S&P AAAm Not FDIC Insured. May Lose Value. No Bank Guarantee. 1/3 ManagersFund Manager Since Joe McHale 10/01/2019 Andre Messier 03/01/2017 As Of 07/07/2021 Regulations require that a money market mutual fund hold at least 101% of its total assets in daily liquid assets that can be readily converted to cash in one business day. The graph below shows the percentage of daily liquid assets over the last seven months for the fund. 100% 75% 50% 25% 0% t 1 1 01121 02/21 03/21 04/21 05121 06/21 07121 As Of 07/07/2021 Regulations require that a money market mutual fund hold at least 301% of its total assets in weekly liquid assets that can be readily converted to cash in five business days. The graph below shows the percentage of weekly liquid assets over the last seven months for the fund. 100% 50% 25% 0% 01121 02/21 03/21 04121 05121 06121 07/21 Important Performance Information As Of 05/31/2021 nstrument Portfolio Weight U.S. Treasury Bills 22.531/6 U.S. Treasury Coupons 8.81% U.S. Treasury Strips 0.03% U.S. Treasury Inflation -Protected Securities 0.000/0 Agency Fixed -Rate Securities 6.55% Agency Floating -Rate Securities 13.44% U.S. Government Repurchase Agreements 48.19% Other Money Market Investments 0.201/0 Net Other Assets 0.259/6 Total 100% Composition by instrument is presented to illustrate examples of the securities that each fund has bought and may not be representative of a funds current or future investments. Each funds investments may change at any time. Percentages may not add up to 100 due to rounding. For Money Market Funds. Net Other Assets may include cash and receivables and payabies related to open security or capital stock trades. As Of 07/07/2021 Daily market value is the market value of the funds assets after liabilities are subtracted, expressed on a per-share basis to 1/100 of a penny. The graph below shows the daily market value of one share over the last seven months for the fund. $1.0008 $1.0005 $1.0003 $1.0000 $0.9998 01/21 02/21 03/21 04/21 05121 06/21 07/21 AS OF 06/30/2021 ; Lipper Category: LA Instl U.S. Govt MM Years Rank % Peers Beaten 1 Yr # 114 out of 214 funds 47% 3 Yr # 48 out of 203 funds 77% 5 Yr # 38 out of 180 funds 791/6 10 Yr # 25 out of 140 funds 83% Lipper Inc. rankings are based on fund total returns for the periods shown. Rankings do not take into account sales charges but include reinvestment of dividends and capital gains, if any. The number of funds in each category periodically changes. Multiple share classes of a fund have a common portfolio but impose different expense structures. Past performance is no guarantee of future results. Time Period 05/31/2021 03/31/2021 05/31/2020 1-7 days 64.41% 52.301/o 43.01% 8.30 days 8.5916 8.44% ---15.089/6 31-60days 10.031,10 11.21% 10.16% 61-90days 5.34% 10.11% 1320% 91-180days 9.94% 13.651, 16.44% > 180days 1.69% 4.280% 2.11% % of Total Debt 100% 100% 100% Instruments Class II Initial offering for Gass II for each fund took place on November 6, 1995. Class II returns pnor to 11/6195 are those of Gass I which has no 12b-1 fee. If Class Its 12b-i tee had been reflected, returns prior to 1116/95 would have been lower. Class III Initial offering of Class III for Treasury Only Portfolio and Tax -Exempt Portfolio took place on November 6,1995. Gass III returns prior to 11/6f%are those of Class I which has no 121>1 fee. If Class Ills 12b-1 fee had been reflected, returns prior to 11/6195 would have been lower. Initial offering of Class III for Treasury Portfolio took place on October 22,1993. Prior to July 1,1995, Class III had a 0.32%. 12b•1 fee. Class III returns prior to 1a'2Z'93 are those of Class I which has no 12b-1 fee. If Class Ills current 12b•1 fee had been reflected, returns prior to 7/1/95 through 10/22/93 would have been higher and returns prior to 10/22,93 would have been lower. Initial offering of Class III for Government Portfolio took place on April 4.1994. Class III returns prior to 41494 are those of Class I which has no 12b•1 fee. if Class Ills 12b-1 fee had been reflected, returns prior to 4/4/94 would have been lower. Initial offering of Class III for Money Market Portfolio took place on November 17,1993, Prior to July 1,1995, Class III had a 0.32°012b-1 fee. Class III returns prior to 11/17/93 are those of Class I which has no 12b-1 fee. If Gass Ills current 121>1 fee had been reflected. returns prior to 7/1/95 through 11/17/93 would have been higher and returns prior to 11/17/93 would have been tower. Select Class Initial offering of Select Class for each fund took place on January 22, 2002. Returns prior to that date are those of Class I, which has no 12b-1 fee. If Select Classs total expenses, including 12-b 1 fee, had been reflected, returns would have been lower. Ratings Information Standard & Poor's and Moody's money market fund ratings rate the investment quality of the funds shares and range from AAAm'Aaa-mf (highest) to Dm/C-mf (lowest). Independent rating agency fund ratings include, but are not limited to, a regular analysis of a funds liquidity, sensitivity to market risk. diversification, operational policies and internal controls; its management characteristics; and the creditworthiness of its assets. Ratings are not intended as a recommendation and are subject to charge. NAIC (National Association of Insurance Commissioners) is an organization of insurance regulators from the 50 states, the District of Columbia, and the five U.S. territories. It was created by state insurance regulators in 1871 to coordinate regulation of multistate insurers and, when appropriate, to provide a forum for the development of uniform policy. The Securities Valuation Office (SVO), a division of NAIC, may rate a money market mutual fund either 'Exempt' or "Class 1! These ratings determine how an insurer can classify its money market fund investments in its regulatory filings with state insurance departments. Mutual funds that have not been rated by the SVO are treated as equity investments for regulatory purposes, with asset valuation reserve requirements as high as 304'o. Definitions Annualized Turnover Rate is the lesser of amounts of purchases or sales of long-term portfolio securities divided by the monthly average value of long-term securities owned by the fund. Daily Market Value The market value per share of a fund is computed by adding the total market value of the funds investments, cash and other assets, subtracting the funds total liabilities, and dividing the result by the total number of shares outstanding. Exp Ratio (Net) — Financial Statement is an annualized figure that reflects amounts reimbursed by Fidelity or reductions from brokerage service or other expense offset arrangements if any and is updated as the annual or semiannual information is available. This number may include certain voluntary waiver and caps which may not be included in the prospectus net expense ratio. Exp Ratio (Net) — Prospectus Expense ratio is a measure of what it costs to operate an investment, expressed as a percentage of its assets, as a dollar amount, or in basis points. These are costs the investor pays through a reduction in the investments rate of return. For a mutual fund. the gross expense ratio is the total annual fund or class operating expenses directly paid by the fund from the funds most recent prospectus after any fee waiver and/or expense reimbursements that will reduce any fund operating expenses. This ratio also includes Acquired Fund Fees and Expenses, which are expenses indirectly incurred by a fund through its ownership of shares in other investment companies, This number does not include any fee waiver arrangement or expense reimbursement that may be terminated without agreement of the funds board of trustees. 0 the investment option is not a mutual fund, the expense ratio may be calculated using methodologies that differ from those used for mutual funds. Exp Ratio (Gross) — Prospectus Expense ratio is a measure of what it costs to operate an investment, expressed as a percentage of its assets, as a dollar amount, or in basis points. These are costs the investor pays through a reduction in the investment's rate of return. For a mutual fund, the gross expense ratio is the total annual fund or class operating expenses directly paid by the fund from the fund's most recent prospectus (before waivers or reimbursements). This ratio also includes Acquired Fund Fees and Expenses, which are expenses indirectly incurred by a fund through its ownership of shares in other investment companies, if the investment option is not a mutual fund, the expense ratio may be calculated using methodologies that differ from those used for mutual funds. Liquid Assets Daily A taxable money market fund is required to hold at least 10146 of its portfolio in daily liquid assets that can be readily converted to cash in one business day. Daily liquid assets include: cash direct obligations of the U.S. Government, securities that will mature or are subject to a demand feature exercisable and payable within one business day, and receivables from sales of portfolio securities due within one business day. Liquid 2/3 Asset Weekly A money market fund is required to hold at least 301,b of its portfolio in weekly liquid assets that can be readily converted to cash in five business days. Weekly liquid assets include: cash, direct obligations of the U.S. Government, certain U.S. Government securities issued at a discount with a remaining maturity of 60 days or less, securities that will mature or are subject to a demand feature that is exercisable and payable within five business days. and receivables from sales of portfolio securities due within five business days. Weighted average maturity This is a weighted average of all the maturities of the securities held in a fund. WAM for money market funds can be used as a measure of sensitivity to interest rate changes. Generally, the longer the maturity, the greater the sensitivity. WAM for money market funds is based on the dollar -weighted average length of time unfit principal payments must be paid, taking into account any call options exercised by the issuer and any permissible maturity shortening devices such as demand features and interest rate resets. For bond funds, WAM can be used as a measure of sensitivity to the markets. Generally, the longer the maturity, the greater the sensitivity. The WAM calculation for bond funds excludes interest rate resets and only takes into account issuer call options if it is probable that the issuer of the instrument will take advantage of such options. Weighted average life For money market funds, this is the weighted average of the life of the securities held in a fund or portfolio and can be used as a measure of sensitivity to changes in liquidity and/or credit risk. Generally, the higher the value, the greater the sensitivity. WAL is based on the dollar -weighted average length of time until principal payments must be paid, taking into account any call options exercised by the issuer and any permissible maturity shortening features other than interest rate resets. For money market funds, the difference between WAM and WAL is that WAM takes into account interest rate resets and WAL does not. WAL for money market funds is not the same as WAL of a mortgage- or asset -backed security. Yield The percentage of return an investor receives. based on the amount invested or on the current market value of holdings. Not NCUA or NCUSIF insured. May lose value. No credit union guarantee. Fidelity Distributors Company LLC 500Salem Street Smithfield, RI 02917 3/3 Fidelity® Investments Money Market Funds Government Portfolio Class/Ticker /FIGXX Money Market Portfolio Class/Ticker /FMPXX Tax -Exempt Portfolio Class Ticker /FTCXX Treasury Only Portfolio Class/Ticker /FSIXX Treasury Portfolio Class/Ticker /FISXX Prospectus May 29, 2021 Like securities of all mutual funds, these se- curities have not been approved or disap- proved by the Securities and Exchange Commission, and the Securities and Ex- change Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. FMVde/i eESTMENTS 245 Summer Street, Boston, MA 02210 Contents Fund Summary Fund Basics 3 Government Portfolio 8 Money Market Portfolio 13 Tax -Exempt Portfolio 18 Treasury Only Portfolio 22 Treasury Portfolio 26 Investment Details 31 Valuing Shares Shareholder Information 33 37 38 39 40 41 Fund Services 43 44 Appendix 46 Additional Information about the Purchase and Sale of Shares Converting Shares Exchanging Shares Account Features and Policies Dividends and Capital Gain Distributions Tax Consequences Fund Management Fund Distribution Financial Highlights Prospectus 2 Fund Summary Fund/Class: Government Portfolio/I Investment Objective The fund seeks to obtain as high a level of current income as is consistent with the preservation of principal and liquidity within the limitations prescribed for the fund. Shareholder fees (fees paid directly from your investment) Fee Table The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund. None Annual Operating Expenses (expenses that you pay each year as a % of the value of your investment) Management fee 0.14% Distribution and/or Service (12b-1) fees None Other expenses 0.06% Total annual operating expenses 0.20% Fee waiver and/or expense reimbursement °' 0.02% Total annual operating expenses after fee waiver and/or expense reimbursemenfb) 0.18% I°I Fidelity Management & Research Company LLC (FMR) has contractually agreed to reimburse Class I of the fund to the extent that total operating expenses (excluding interest, certain taxes, fees and expenses of the Independent Trustees, proxy and shareholder meeting expenses, extraordinary expenses, and acquired fund fees and expenses (including fees and expenses associated with a wholly owned subsidiary), if any, as well as non -operating expenses such as brokerage commissions and fees and expenses associated with the fund's securities lending program, if applicable), as a percentage of its average net assets, exceed 0.18% (the Expense Cap). If at any time during the current fiscal year expenses for Class I of the fund fall below the Expense Cap, FMR reserves the right to recoup through the end of the fiscal year any expenses that were reimbursed during the current fiscal year up to, but not in excess of, the Expense Cap. This arrangement will remain in effect through July 31, 2022. FMR may not terminate this arrangement before the expiration date without the approval of the Board of Trustees and may extend it in its discretion after that date. Ibi In order to avoid a negative yield, FMR may reimburse expenses or waive fees of Class I of the fund. Any such waivers or expense reimbursement would be voluntary and could be discontinued at any time. There is no guarantee that Class I or the fund will be able to avoid a negative yield. 3 Prospectus Fund Summary - continued This example helps compare the cost of investing in the fund with the cost of investing in other funds. Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the 1 year 3 years 5 years 10 years Principal Investment Strategies • Normally investing at least 99.5% of total assets in cash, U.S. Government securities and/or repurchase agreements that are collateralized fully (i.e., collater- alized by cash or government securities). • Investing in U.S. Government securi- ties issued by entities that are chartered or sponsored by Congress but whose securities are neither issued nor guaran- teed by the U.S. Treasury. • Investing in compliance with industry - standard regulatory requirements for money market funds for the quality, maturity, liquidity, and diversification of investments. In addition, the fund normally invests at least 80% of its assets in U.S. Government securities and repurchase agreements for those securities. fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated: $ 18 $ 62 $ 110 $ 253 Principal Investment Risks • Interest Rate Changes. Interest rate increases can cause the price of a money market security to decrease. • Income Risk. A low or negative inter- est rate environment can adversely affect the fund's yield. • Issuer -Specific Changes. A decline in the credit quality of an issuer or a provider of credit support or a maturity - shortening structure for a security can cause the price of a money market security to decrease. You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Fidelity Investments and its affiliates, the fund's sponsor, have no legal obligation to provide financial support to the fund, and you should not Prospectus 4 expect that the sponsor will provide financial support to the fund at any time. The fund will not impose a fee upon the sale of your shares, nor temporarily suspend your ability to sell shares if the fund's weekly liquid assets fall below 30% of its total assets because of market conditions or other factors. Year -by -Year Returns Performance The following information is intended to help you understand the risks of invest- ing in the fund. The information illus- trates the changes in the performance of the fund's shares from year to year. Past performance is not an indication of future performance. Visit www.fidelity.com or institutional. fidelity.com for more recent performance information. Calendar Years 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 0.01% 0.01% 0.01% 0.01% 0.01% 0.2S% 0.750. io 1.72% 2.09% US% Percentage N 10 0 10 During the periods shown in the chart: Returns Quarter ended Highest Quarter Return 0.51 % June 30, 2019 Lowest Quarter Return 0.00% March 31, 2015 Year -to -Date Return 0.00% March 31, 2021 Average Annual Returns For the periods ended December 31, 2020 (lass I Investment Adviser Fidelity Management & Research Company LLC (FMR) (the Adviser) is Past 1 year 0.35% Past 5 years 1.03% Past 10 years 0.5240 the fund's manager. Other investment advisers serve as sub -advisers for the fund. 5 Prospectus Fund Summary - continued Purchase and Sale of Shares You may buy or sell shares through a retirement account or through an invest- ment professional. You may buy or sell shares in various ways: Internet www.fidelity.com or institutional.fidelitycom Phone To reach a Fidelity representative 1-877-297-2952 Mail Overnight Express: Fidelity Investments Fidelity Investments P.O. Box 770002 100 Crosby Parkway Cincinnati, OH Covington, KY 41015 45277-0081 The price to buy one share is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after an order is received in proper form. The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form. The fund is open for business each day the New York Stock Exchange (NYSE) is open. Even if the NYSE is closed, the fund will be open for business on those days on which the Federal Reserve Bank of New York (New York Fed) is open, the primary trading markets for the fund's portfolio instruments are open, and the fund's management believes there is an adequate market to meet purchase and redemption requests. Fidelity normally calculates NAV each business day as of 4:00 p.m. Eastern time and, when the New York Fed and principal bond markets are open, as of 5:00 p.m. Eastern time. The fund's assets normally are valued as of these times for the purpose of computing NAV. Class I has a minimum initial investment of $1 million, which may be waived if your aggregate balance in the Fidelity° Investments Money Market Funds is greater than $10 million. The fund may waive or lower purchase minimums in other circumstances. Tax Information Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax -advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account). Payments to Broker -Dealers and Other Financial Intermediaries The fund, the Adviser, Fidelity Distributors Company LLC (FDC), and/ or their affiliates may pay intermediaries, which may include banks, broker -dealers, retirement plan sponsors, administrators, or service -providers (who may be affili- ated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermedi- ary and your investment professional to recommend the fund over another invest- ment. Ask your investment professional Prospectus 6 or visit your intermediar�s web site for more information. Prospectus Fund Summary Fund/Class: Money Market Portfolio/I Investment Objective The fund seeks to obtain as high a level of current income as is consistent with the preservation of principal and liquidity within the limitations prescribed for the fund. Shareholder fees (fees paid directly from your investment) Fee Table The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund. None Annual Operating Expenses (expenses that you pay each year as a % of the value of your investment) Management fee 0.14% Distribution and/or Service 0 2b-1) fees None Other expenses 0.07% Total annual operating expenses 0.21 % Fee waiver and/or expense reimbursement(,) 0.03% Total annual operating expenses after fee waiver and/or expense reimbursemenfbi 0.18% i°I Fidelity Management & Research Company LLC (FMR) has contractually agreed to reimburse Class I of the fund to the extent that total operating expenses (excluding interest, certain taxes, fees and expenses of the Independent Trustees, proxy and shareholder meeting expenses, extraordinary expenses, and acquired fund fees and expenses (including fees and expenses associated with a wholly owned subsidiary), if any, as well as non -operating expenses such as brokerage commissions and fees and expenses associated with the fund's securities lending program, if applicable), as a percentage of its average net assets, exceed 0.18% (the Expense Cap). If at any time during the current fiscal year expenses for Class I of the fund fall below the Expense Cap, FMR reserves the right to recoup through the end of the fiscal year any expenses that were reimbursed during the current fiscal year up to, but not in excess of, the Expense Cap. This arrangement will remain in effect through July 31, 2022. FMR may not terminate this arrangement before the expiration date without the approval of the Board of Trustees and may extend it in its discretion after that date. (b) In order to avoid a negative yield, FMR may reimburse expenses or waive fees of Class I of the fund. Any such waivers or expense reimbursement would be voluntary and could be discontinued at any time. There is no guarantee that Class I or the fund will be able to avoid a negative yield. Prospectus 8 This example helps compare the cost of investing in the fund with the cost of investing in other funds. Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the 1 year 3 years 5 years 10 years Principal Investment Strategies e Investing in U.S. dollar -denominated money market securities of domestic and foreign issuers, U.S. Government securi- ties, and repurchase agreements. e Potentially entering into reverse repur- chase agreements. e Investing more than 25% of total assets in the financial services industries. e Investing in compliance with industry - standard regulatory requirements for money market funds for the quality, maturity, liquidity, and diversification of investments. Principal Investment Risks e Interest Rate Changes. Interest rate increases can cause the price of a money market security to decrease. e Income Risk. A low or negative inter- est rate environment can adversely affect the fund's yield. fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated: $ 18 $ 64 $ 114 $ 264 e Foreign Exposure. Entities located in foreign countries can be affected by adverse political, regulatory, market, or economic developments in those countries. e Financial Services Concentration. Changes in government regulation and interest rates and economic downturns can have a significant negative effect on issuers in the financial services sector, including the price of their securities or their ability to meet their payment obligations. e Issuer -Specific Changes. A decline in the credit quality of an issuer or a provider of credit support or a maturity - shortening structure for a security can cause the price of a money market security to decrease. You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund may impose a fee upon the sale of your shares or may temporar- ily suspend your ability to sell shares if 9 Prospectus Fund Summary — continued the fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Fidelity Investments and its affiliates, the fund's sponsor, have no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time. Year -by -Year Returns Performance The following information is intended to help you understand the risks of invest- ing in the fund. The information illus- trates the changes in the performance of the fund's shares from year to year. Past performance is not an indication of future performance. Visit www.fidelity.com or institutional. fidelity.com for more recent performance information. Calendar Years 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 0.16% 0.18% 0.08% 0.05% 0.11 % 0.48% 1.13% 2.00% 2.26% 0.52% Percentage N 10 0 -10 During the periods shown in the chart: Highest Quarter Return Lowest Quarter Return Year -to -Dote Return Average Annual Returns For the periods ended December 31, 2020 (lass i Investment Adviser Fidelity Management & Research Company LLC (FMR) (the Adviser) is Returns Quarter ended 0.62% March 31, 2019 0.01 % December 31, 2020 0.01 % March 31, 2021 Past 1 Past 5 Past 10 year years years 0.52% 1.28% 0.69% the fund's manager. Other investment advisers serve as sub -advisers for the fund. Prospectus 10 Purchase and Sale of Shares The fund is a retail money market fund. Shares of the fund are available only to accounts beneficially owned by natural persons. The fund will involuntarily redeem accounts that are not beneficially owned by natural persons, as determined by the fund, in order to implement the fund's eligibility requirements as a retail money market fund. Shares held by these accounts will be sold at their net asset value per share calculated on the day that the fund closes the account position. The fund may impose a fee upon the sale of fund shares or may temporarily sus- pend the ability to sell shares if the fund's liquidity falls below required minimums because of market conditions or other factors. You may buy or sell shares through a retirement account or through an invest- ment professional. You may buy or sell shares in various ways: Internet www.fidehty.com or institutional.fidelitycom Phone To reach a Fidelity representative 1-877-297-2952 Mail Overnight Express: Fidelity Investments Fidelity Investments P.O. Box 770002 100 Crosby Parkway Cincinnati, OH Covington, KY 41015 45277-0081 The price to buy one share is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after an order is received in proper form. The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form. The fund is open for business each day the New York Stock Exchange (NYSE) is open. Even if the NYSE is closed, the fund will be open for business on those days on which the Federal Reserve Bank of New York (New York Fed) is open, the primary trading markets for the fund's portfolio instruments are open, and the fund's management believes there is an adequate market to meet purchase and redemption requests. Fidelity normally calculates NAV each business day as of 4:00 p.m. Eastern time and, when the New York Fed and principal bond markets are open, as of 5:00 p.m. Eastern time. The fund's assets normally are valued as of these times for the purpose of computing NAV. Class I has a minimum initial investment of $1 million, which may be waived if your aggregate balance in the Fidelity® Investments Money Market Funds is greater than $10 million. The fund may waive or lower purchase minimums in other circumstances. Tax Information Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax -advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account). 11 Prospectus Fund Summary - continued Payments to Broker -Dealers and Other Financial Intermediaries The fund, the Adviser, Fidelity Distributors Company LLC (FDC), and/ or their affiliates may pay intermediaries, which may include banks, broker -dealers, retirement plan sponsors, administrators, or service -providers (who may be affili- ated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermedi- ary and your investment professional to recommend the fund over another invest- ment. Ask your investment professional or visit your intermediary's web site for more information. Prospectus 12 Fund Summary Fund/Class: Tax -Exempt Portfolio/I Investment Objective The fund seeks to obtain as high a level of interest income exempt from federal income tax as is consistent with liquidity and stability of principal. Shareholder fees (fees paid directly from your investment) Fee Table The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund. None Annual Operating Expenses (expenses that you pay each year as a % of the value of your investment) Management fee 0.14% Distribution and/or Service 0 2b-1) fees None Other expenses 0.08% Total annual operating expenses 0.22% Fee waiver and/or expense reimbursement°' 0.04% Total annual operating expenses after fee waiver and/or expense reimbursemenobt 0.18% M Fidelity Management & Research Company LLC (FMR) has contractually agreed to reimburse Class I of the fund to the extent that total operating expenses (excluding interest, certain taxes, fees and expenses of the Independent Trustees, proxy and shareholder meeting expenses, extraordinary expenses, and acquired fund fees and expenses (including fees and expenses associated with a wholly owned subsidiary), if any, as well as non -operating expenses such as brokerage commissions and fees and expenses associated with the fund's securities lending program, if applicable), as a percentage of its average net assets, exceed 0.18% (the Expense Cap). If at any time during the current fiscal year expenses for Class I of the fund fall below the Expense Cap, FMR reserves the right to recoup through the end of the fiscal year any expenses that were reimbursed during the current fiscal year up to, but not in excess of, the Expense Cap. This arrangement will remain in effect through July 31, 2022. FMR may not terminate this arrangement before the expiration date without the approval of the Board of Trustees and may extend it in its discretion after that date. (b) In order to avoid a negative yield, FMR may reimburse expenses or waive fees of Class I of the fund. Any such waivers or expense reimbursement would be voluntary and could be discontinued at any time. There is no guarantee that Class I or the fund will be able to avoid a negative yield. 13 Prospectus Fund Summary - continued This example helps compare the cost of investing in the fund with the cost of investing in other funds. Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the 1 year 3 years 5 years 10 years Principal Investment Strategies • Normally investing in municipal money market securities. • Normally investing at least 80% of assets in municipal securities whose interest is exempt from federal income tax. • Normally not investing in municipal securities whose interest is subject to the federal alternative minimum tax. • Potentially investing up to 20% of assets in securities subject to state and/ or federal income tax. • Potentially investing more than 25% of total assets in municipal securities that finance similar types of projects. • Investing in compliance with industry - standard regulatory requirements for money market funds for the quality, maturity, liquidity, and diversification of investments. fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated: $ 18 $ 65 $ 118 $ 275 Principal Investment Risks • Municipal Market Volatility. The municipal market is volatile and can be significantly affected by adverse tax, legislative, or political changes and the financial condition of the issuers of municipal securities. • Interest Rate Changes. Interest rate increases can cause the price of a money market security to decrease. • Income Risk. A low or negative inter- est rate environment can adversely affect the fund's yield. • Foreign Exposure. Entities providing credit support or a maturity -shortening structure that are located in foreign countries can be affected by adverse political, regulatory, market, or economic developments in those countries. • Issuer -Specific Changes. A decline in the credit quality of an issuer or a provider of credit support or a maturity - shortening structure for a security can Prospectus 14 cause the price of a money market security to decrease. You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund may impose a fee upon the sale of your shares or may temporar- ily suspend your ability to sell shares if the fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Fidelity Investments and its affiliates, the fund's sponsor, have no legal obligation to Year -by -Year Returns provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time. Performance The following information is intended to help you understand the risks of invest- ing in the fund. The information illus- trates the changes in the performance of the fund's shares from year to year. Past performance is not an indication of future performance. Visit www.fidelity.com or institutional. fidelity.com for more recent performance information. Calendar Years 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 0.03% 0.01% 0.02% 0.03% 0.Wo 0.36% 0.71% 1.30% 1.361 0.47°.3 Percentage N 10 0 — ' ; -10 During the periods shown in the chart Returns Quarter ended Highest Quarter Return 0.39% June 30, 2019 Lowest Quarter Return 0.00% March 31, 2014 Year -to -Date Return 0.00% March 31, 2021 Average Annual Returns Past 1 Past 5 Past 10 For the periods ended December 31, 2020 year years years (lass 1 0.47% 0.84°0 0.44% is Prospectus Fund Summary - continued Investment Adviser Mail Fidelity Management & Research Company LLC (FMR) (the Adviser) is the fund's manager. Other investment advisers serve as sub -advisers for the fund. Purchase and Sale of Shares The fund is a retail money market fund Shares of the fund are available only to accounts beneficially owned by natural persons. The fund will involuntarily redeem accounts that are not beneficially owned by natural persons, as determined by the fund, in order to implement the fund's eligibility requirements as a retail money market fund. Shares held by these accounts will be sold at their net asset value per share calculated on the day that the fund closes the account position. The fund may impose a fee upon the sale of fund shares or may temporarily sus- pend the ability to sell shares if the fund's liquidity falls below required minimums because of market conditions or other factors. You may buy or sell shares through an investment professional. You may buy or sell shares in various ways: Internet www.fiderty.com or institutional.fidelity.com Phone To reach a Fidelity representative 1-877-297-2952 Overnight Express: Fidelity Investments Fidelity Investments P.O. Box 770002 100 Crosby Parkway Cincinnati, OH Covington, KY 41015 45277-0081 The price to buy one share is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after an order is received in proper form. The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form. The fund is open for business each day the New York Stock Exchange (NYSE) is open. Even if the NYSE is closed, the fund will be open for business on those days on which the Federal Reserve Bank of New York (New York Fed) is open, the primary trading markets for the fund's portfolio instruments are open, and the fund's management believes there is an adequate market to meet purchase and redemption requests. Class I has a minimum initial investment of $1 million, which may be waived if your aggregate balance in the Fidelity° Investments Money Market Funds is greater than $10 million. The fund may waive or lower purchase minimums in other circumstances. Tax Information The fund seeks to earn income and pay dividends exempt from federal income tax. Income exempt from federal income tax maybe subject to state or local tax. A portion of the dividends you receive may be subject to federal and state income Prospectus 16 taxes. You may also receive taxable distri- butions attributable to the fund's sale of municipal bonds. Payments to Broker -Dealers and Other Financial Intermediaries The fund, the Adviser, Fidelity Distributors Company LLC (FDC), and/ or their affiliates may pay intermediaries, which may include banks, broker -dealers, retirement plan sponsors, administrators, or service -providers (who maybe affili- ated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermedi- ary and your investment professional to recommend the fund over another invest- ment. Ask your investment professional or visit your intermediary's web site for more information. 17 Prospectus Fund Summary Fund/Class: Treasury Only Portfolio/I Investment Objective The fund seeks as high a level of current income as is consistent with the security of principal and liquidity. Shareholder fees (fees paid directly from your investment) Fee Table The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund. None Annual Operating Expenses (expenses that you pay each year as a % of the value of your investment) Management fee 0.14% Distribution and/or Service 0 2b-1) fees None Other expenses 0.07% Total annual operating expenses 0.21% Fee waiver and/or expense reimbursement(') 0.03% Total annual operating expenses after fee waiver and/or expense reimbursement(b) 0.18% (°) Fidelity Management & Research Company LLC (FMR) has contractually agreed to reimburse Class I of the fund to the extent that total operating expenses (excluding interest, certain taxes, fees and expenses of the Independent Trustees, proxy and shareholder meeting expenses, extraordinary expenses, and acquired fund fees and expenses (including fees and expenses associated with a wholly owned subsidiary), if any, as well as non -operating expenses such as brokerage commissions and fees and expenses associated with the fund's securities lending program, if applicable), as a percentage of its average net assets, exceed 0.18% (the Expense Cap). If at any time during the current fiscal year expenses for Class I of the fund fall below the Expense Cap, FMR reserves the right to recoup through the end of the fiscal year any expenses that were reimbursed during the current fiscal year up to, but not in excess of, the Expense Cap. This arrangement will remain in effect through July 31, 2022. FMR may not terminate this arrangement before the expiration date without the approval of the Board of Trustees and may extend it in its discretion after that date. Ibi In order to avoid a negative yield, FMR may reimburse expenses or waive fees of Class I of the fund. Any such waivers or expense reimbursement would be voluntary and could be discontinued at any time. There is no guarantee that Class I or the fund will be able to avoid a negative yield. Prospectus 18 This example helps compare the cost of investing in the fund with the cost of investing in other funds. Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the 1 year 3 years 5 years 10 years Principal Investment Strategies e Normally investing at least 99.5% of total assets in cash and U.S. Treasury securities. e Normally investing in securities whose interest is exempt from state and local income taxes. e Investing in compliance with industry - standard regulatory requirements for money market funds for the quality, maturity, liquidity, and diversification of investments. In addition, the fund normally invests at least 80% of its assets in U.S. Treasury securities. Principal Investment Risks e Interest Rate Changes. Interest rate increases can cause the price of a money market security to decrease. fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated: $ 18 $ 64 $ 114 $ 264 e Income Risk. A low or negative inter- est rate environment can adversely affect the fund's yield. e Issuer -Specific Changes. A decline in the credit quality of an issuer or a provider of credit support or a maturity - shortening structure for a security can cause the price of a money market security to decrease. You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Fidelity Investments and its affiliates, the fund's sponsor, have no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at anytime. The fund will not impose a fee upon the sale of your shares, nor temporarily suspend your ability to sell shares if the fund's weekly liquid assets fall below 19 Prospectus Fund Summary — continued 30% of its total assets because of market conditions or other factors. Performance The following information is intended to help you understand the risks of investing in the fund. The information Year -by -Year Returns Calendar Years 2011 0.01% Percentage N 10 2012 2013 2014 0.01% 0.01% 0.01% illustrates the changes in the perfor- mance of the fund's shares from year to year. Past performance is not an indica- tion of future performance. Visit www.fidelity.com or institutional. fidelity.com for more recent performance information. 2015 2016 2017 2018 2019 2020 0.01 0.17 0.71 °' 1.71 "% 2.05% 0.36% 0 — -10 During the periods shown in the chart. Highest Quarter Return Lowest Quarter Return Year -to -Date Return Average Annual Returns For the periods ended December 31, 2020 (lass I Investment Adviser Fidelity Management & Research Company LLC (FMR) (the Adviser) is the fund's manager. Other investment advisers serve as sub -advisers for the fund. Returns Quarter ended 0.56% June 30, 2019 0.00% March 31, 2015 0.00% March 31, 2021 Past 1 Past 5 Past 10 year years years 0.36% 1.00% 0.50% Purchase and Sale of Shares You may buy or sell shares through a retirement account or through an Prospectus 20 investment professional. You may buy or sell shares in various ways: Internet www.fiderity.com or institutional.fidefity.com Phone To reach a Fidelity representative 1-877-297-2952 Mail Overnight Express: Fidelity Investments Fidelity Investments P.O. Box 770002 100 Crosby Parkway Cincinnati, OH Covington, KY 41015 45277-0081 The price to buy one share is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after an order is received in proper form. The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form. The fund is open for business each day the New York Stock Exchange (NYSE) is open. Even if the NYSE is closed, the fund will be open for business on those days on which the Federal Reserve Bank of New York (New York Fed) is open, the primary trading markets for the fund's portfolio instruments are open, and the fund's management believes there is an adequate market to meet purchase and redemption requests. Class I has a minimum initial investment of $1 million, which maybe waived if your aggregate balance in the Fidelity® Investments Money Market Funds is greater than $10 million. The fund may waive or lower purchase minimums in other circumstances. Tax Information Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax -advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account). Payments to Broker -Dealers and Other Financial Intermediaries The fund, the Adviser, Fidelity Distributors Company LLC (FDC), and/ or their affiliates may pay intermediaries, which may include banks, broker -dealers, retirement plan sponsors, administrators, or service -providers (who maybe affili- ated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermedi- ary and your investment professional to recommend the fund over another invest- ment. Ask your investment professional or visit your intermediary's web site for more information. 21 Prospectus Fund Summary Fund/Class: Treasury Portfolio/I Investment Objective The fund seeks to obtain as high a level of current income as is consistent with the preservation of principal and liquidity within the limitations prescribed for the fund. Shareholder fees (fees paid directly from your investment) Fee Table The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund. None Annual Operating Expenses (expenses that you pay each year as a % of the value of your investment) Management fee 0.14% Distribution and/or Service 0 2b-1) fees None Other expenses 0.07% Total annual operating expenses 0.21% Fee waiver and/or expense reimbursement(') 0.03% Total annual operating expenses after fee waiver and/or expense reimbursementtbt 0.18% (°) Fidelity Management & Research Company LLC (FMR) has contractually agreed to reimburse Class I of the fund to the extent that total operating expenses (excluding interest, certain taxes, fees and expenses of the Independent Trustees, proxy and shareholder meeting expenses, extraordinary expenses, and acquired fund fees and expenses (including fees and expenses associated with a wholly owned subsidiary), if any, as well as non -operating expenses such as brokerage commissions and fees and expenses associated with the fund's securities lending program, if applicable), as a percentage of its average net assets, exceed 0.18% (the Expense Cap). If at any time during the current fiscal year expenses for Class I of the fund fall below the Expense Cap, FMR reserves the right to recoup through the end of the fiscal year any expenses that were reimbursed during the current fiscal year up to, but not in excess of, the Expense Cap. This arrangement will remain in effect through July 31, 2022. FMR may not terminate this arrangement before the expiration date without the approval of the Board of Trustees and may extend it in its discretion after that date. (6) In order to avoid a negative yield, FMR may reimburse expenses or waive fees of Class I of the fund. Any such waivers or expense reimbursement would be voluntary and could be discontinued at any time. There is no guarantee that Class I or the fund will be able to avoid a negative yield. Prospectus 22 This example helps compare the cost of investing in the fund with the cost of investing in other funds. Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the 1 year 3 years 5 years 10 years Principal Investment Strategies e Normally investing at least 99.5% of total assets in cash, U.S. Treasury securi- ties and/or repurchase agreements for those securities. e Investing in compliance with industry - standard regulatory requirements for money market funds for the quality, maturity, liquidity, and diversification of investments. In addition, the fund normally invests at least 80% of its assets in U.S. Treasury securities and repurchase agreements for those securities. Principal Investment Risks e Interest Rate Changes. Interest rate increases can cause the price of a money market security to decrease. e Income Risk. A low or negative inter- est rate environment can adversely affect the fund's yield. fee table. This example illustrates the effOct of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated: 18 5 64 $ 114 $ 264 e Issuer -Specific Changes. A decline in the credit quality of an issuer or a provider of credit support or a maturity - shortening structure for a security can cause the price of a money market security to decrease. You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Fidelity Investments and its affiliates, the fund's sponsor, have no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time. The fund will not impose a fee upon the sale of your shares, nor temporarily suspend your ability to sell shares if the fund's weekly liquid assets fall below 30% of its total assets because of market conditions or other factors. 23 Prospectus Fund Summary - continued Performance The following information is intended to help you understand the risks of invest- ing in the fund. The information illus- trates the changes in the performance of the fund's shares from year to year. Year -by -Year Returns Past performance is not an indication of future performance. Visit www.fidelitycom or institutional. fidelity.com for more recent performance information. Calendar Years 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 0.01% 0.01% 0.01% 0.01 0.01% 0.20% 0.Mt. I]Ti� 2.01'ic 0.35% Percentage N 10 0 "'—" fi• 10 During the periods shown in the chart. - Highest Quarter Return lowest Quarter Return Year -to -Date Return Average Annual Returns For the periods ended December 31, 2020 Class I Investment Adviser Fidelity Management & Research Company LLC (FMR) (the Adviser) is the fund's manager. Other investment advisers serve as sub -advisers for the fund. Returns Quarter ended 0.51% June 30, 2019 0.00% March 31, 2015 0.00% March 31, 2021 Past 1 Past 5 Past 10 year years years 0.35% 1.01% 0.51% Purchase and Sale of Shares You may buy or sell shares through a retirement account or through an invest- ment professional. You may buy or sell shares in various ways: Internet www.fidelitycom or institutional.fideGty.com Prospectus 24 Phone To reach a Fidelity representative 1.877-297-2952 Mail Overnight Express: Fidelity Investments Fidelity Investments P.O. Box 770002 100 Crosby Parkway Cincinnati, OH Covington, KY 41015 45277-0081 The price to buy one share is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after an order is received in proper form. The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form. The fund is open for business each day the New York Stock Exchange (NYSE) is open. Even if the NYSE is closed, the fund will be open for business on those days on which the Federal Reserve Bank of New York (New York Fed) is open, the primary trading markets for the fund's portfolio instruments are open, and the fund's management believes there is an adequate market to meet purchase and redemption requests. Fidelity normally calculates NAV each business day as of 4:00 p.m. Eastern time and, when the New York Fed and principal bond markets are open, as of 5:00 p.m. Eastern time. The fund's assets normally are valued as of these times for the purpose of computing NAV. Class I has a minimum initial investment of $1 million, which may be waived if your aggregate balance in the Fidelity° Investments Money Market Funds is greater than $10 million. The fund may waive or lower purchase minimums in other circumstances. Tax Information Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax -advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account). Payments to Broker -Dealers and Other Financial Intermediaries The fund, the Adviser, Fidelity Distributors Company LLC (FDC), and/ or their affiliates may pay intermediaries, which may include banks, broker -dealers, retirement plan sponsors, administrators, or service -providers (who may be affili- ated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermedi- ary and your investment professional to recommend the fund over another invest- ment. Ask your investment professional or visit your intermediary's web site for more information. 25 Prospectus Fund Basics Investment Details Investment Objective Government Portfolio seeks to obtain as high a level of current income as is consistent with the preservation of prin- cipal and liquidity within the limitations prescribed for the fund. Principal Investment Strategies The Adviser normally invests at least 99.5% of the fund's total assets in cash, U.S. Government securities and/or repurchase agreements that are col- lateralized fully (i.e., collateralized by cash or government securities). Certain issuers of U.S. Government securities are sponsored or chartered by Congress but their securities are neither issued nor guaranteed by the U.S. Treasury. In buying and selling securities for the fund, the Adviser complies with industry - standard regulatory requirements for money market funds regarding the qual- ity, maturity, liquidity, and diversification of the fund's investments. The Adviser stresses maintaining a stable $1.00 share price, liquidity, and income. In addition, the Adviser normally invests at least 80% of the fund's assets in U.S. Government securities and repurchase agreements for those securities. Investment Objective Money Market Portfolio seeks to obtain as high a level of current income as is consistent with the preservation of principal and liquidity within the limita- tions prescribed for the fund. Principal Investment Strategies The Adviser invests the fund's assets in U.S. dollar -denominated money mar- ket securities of domestic and foreign issuers, U.S. Government securities, and repurchase agreements. The Adviser also may enter into reverse repurchase agree- ments for the fund. The Adviser will invest more than 25% of the fund's total assets in the financial services industries. In buying and selling securities for the fund, the Adviser complies with industry - standard regulatory requirements for money market funds regarding the qual- ity, maturity, liquidity, and diversification of the fund's investments. The Adviser stresses maintaining a stable $1.00 share price, liquidity, and income. Investment Objective Tax -Exempt Portfolio seeks to obtain as high a level of interest income exempt from federal income tax as is consistent with liquidity and stability of principal. Principal Investment Strategies The Adviser normally invests the fund's asset in municipal money market securities. The Adviser normally invests at least 80% of the fund's assets in municipal securities whose interest is exempt from federal income tax. The Adviser does not currently intend to invest the fund's assets in municipal securities whose interest is subject to the federal alterna- tive minimum tax. The supply of and demand for municipal money market securities can vary from Prospectus 26 time to time. When the Adviser believes that suitable municipal money market securities are not available, or during other unusual market conditions, the Adviser may leave a significant portion of the fund's assets uninvested, or may invest up to 20% of the fund's assets in securities subject to state and/or federal income tax. The Adviser may invest more than 25% of the fund's total assets in municipal secu- rities that finance similar projects, such as those relating to education, health care, transportation, and utilities. In buying and selling securities for the fund, the Adviser complies with industry - standard regulatory requirements for money market funds regarding the qual- ity, maturity, liquidity, and diversification of the fund's investments. The Adviser may invest the fund's assets in municipal money market securities by investing in other funds. The Adviser stresses maintaining a stable $1.00 share price, liquidity, and income. Investment Objective Treasury Only Portfolio seeks as high a level of current income as is consis- tent with the security of principal and liquidity. Principal Investment Strategies The Adviser normally invests at least 99.5% of the fund's total assets in cash and U.S. Treasury securities. The Adviser does not enter into repurchase agree- ments or reverse repurchase agreements for the fund. The Adviser normally invests the fund's assets in securities whose interest is specifically exempt from state and local income taxes under federal law; such interest is not exempt from federal income tax. In buying and selling securities for the fund, the Adviser complies with industry - standard regulatory requirements for money market funds regarding the qual- ity, maturity, liquidity, and diversification of the fund's investments. The Adviser stresses maintaining a stable $1.00 share price, liquidity, and income. In addition, the Adviser normally invests at least 80% of the fund's assets in U.S. Treasury securities. Investment Objective Treasury Portfolio seeks to obtain as high a level of current income as is consistent with the preservation of prin- cipal and liquidity within the limitations prescribed for the fund. Principal Investment Strategies The Adviser normally invests at least 99.5% of the fund's total assets in cash, U.S. Treasury securities, and/or repur- chase agreements for those securities. In buying and selling securities for the fund, the Adviser complies with industry - standard regulatory requirements for money market funds regarding the qual- ity, maturity, liquidity, and diversification of the fund's investments. The Adviser stresses maintaining a stable $1.00 share price, liquidity, and income. In addition, the Adviser normally invests at least 80% of the fund's assets in U.S. Treasury securities and repurchase agreements for those securities. 27 Prospectus Fund Basics - continued Description of Principal Security Types Money market securities are high - quality, short-term securities that pay a fixed, variable, or floating interest rate. Securities are often specifically structured so that they are eligible invest- ments for a money market fund. For example, in order to satisfy the maturity restrictions for a money market fund, some money market securities have demand or put features, which have the effect of shortening the securitys maturity. Taxable money market securi- ties include bank certificates of deposit, bankers' acceptances, bank time depos- its, notes, commercial paper and U.S. Government securities. Municipal money market securities include variable rate demand notes, commercial paper, and municipal notes. U.S. Government securities are high - quality securities issued or guaranteed by the U.S. Treasury or by an agency or instrumentality of the U.S. Government. U.S. Government securities maybe backed by the full faith and credit of the U.S. Treasury, the right to borrow from the U.S. Treasury, or the agency or instrumentality issuing or guarantee- ing the security. Certain issuers of U.S. Government securities, including Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are sponsored or chartered by Congress but their securities are neither issued nor guaranteed by the U.S. Treasury. Municipal securities are issued to raise money for a variety of public and private purposes, including general financing for state and local governments, or financing for a specific project or public facility. Municipal securities maybe fully or partially backed by the local government, by the credit of a private issuer, by the current or anticipated revenues from a specific project or specific assets, or by domestic or foreign entities providing credit support such as letters of credit, guarantees, or insurance. A repurchase agreement is an agree- ment to buy a security at one price and a simultaneous agreement to sell it back at an agreed -upon price. A repurchase agreement entered into by the fund may be collateralized by U.S. Government securities, U.S. Treasury securities, or cash, as applicable. A repurchase agree- ment is collateralized fully if the collat- eral consists entirely of U.S. Government securities and cash items. Principal Investment Risks Many factors affect each fund's perfor- mance. Developments that disrupt global economies and financial markets, such as pandemics and epidemics, may magnify factors that affect a fund's performance. A fund's yield will change daily based on changes in interest rates and other market conditions. Although each fund is managed to maintain a stable $1.00 share price, there is no guarantee that the fund will be able to do so. For example, a major increase in interest rates or a decrease in the credit quality of the issuer of one of a fund's invest- ments could cause the fund's share price to decrease. It is important to note that neither share price nor yield is guaran- teed by the U.S. Government. Prospectus 28 The following factors can significantly affect a fund's performance: Municipal Market Volatility. Municipal securities can be significantly affected by political changes as well as uncertain- ties in the municipal market related to taxation, legislative changes, or the rights of municipal security holders. Because many municipal securities are issued to finance similar projects, especially those relating to education, health care, transportation, and utilities, conditions in those sectors can affect the overall municipal market. Budgetary constraints of local, state, and federal governments upon which the issuers may be relying for funding may also impact municipal securities. In addition, changes in the financial condition of an individual municipal insurer can affect the overall municipal market, and market conditions may directly impact the liquidity and valuation of municipal securities. Interest Rate Changes. Money market securities have varying levels of sensitiv- ity to changes in interest rates. In gen- eral, the price of a money market security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities and certain types of securities, such as the securities of issuers in the financial services sector, can be more sensitive to interest rate changes. Short-term securities tend to react to changes in short-term interest rates. The discontinuation and replace- ment of London Interbank Offered Rate (LIBOR) (an indicative measure of the average interest rate at which major global banks could borrow from one another) and other benchmark rates may have a significant impact on the financial markets and may adversely impact a fund's performance. Income Risk. The fund's income, or yield, is based on short-term interest rates, which can fluctuate significantly over short periods. A low or negative interest rate environment can adversely affect the fund's yield and, depending on its duration and severity, could prevent the fund from providing a positive yield and/or maintaining a stable $1.00 share price. In addition, the fund's yield will vary as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates. From time to time, the Adviser may reimburse expenses or waive fees for a class of a fund in order to avoid a negative yield, but there is no guaran- tee that the class or fund will be able to avoid a negative yield. Foreign Exposure. Issuers located in foreign countries and entities providing credit support or a maturity -shortening structure that are located in foreign countries can involve increased risks. Extensive public information about the issuer or provider may not be available and unfavorable political, economic, or governmental developments could affect the value of the security. Global economies and financial markets are becoming increasingly intercon- nected, which increases the possibilities that conditions in one country or region might adversely impact issuers or provid- ers in, or foreign exchange rates with, a different country or region. 29 Prospectus Fund Basics - continued Financial Services Concentration. Financial services companies are highly dependent on the supply of short-term financing and can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad. These events can significantly affect the price of issu- ers' securities as well as their ability to make payments of principal or interest or otherwise meet obligations on securities or instruments for which they serve as guarantors or counterparties. Issuer -Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific eco- nomic or political conditions that affect a particular type of issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security's or instrument's credit quality or value. Entities providing credit support or a maturity -shortening structure also can be affected by these types of changes, and if the structure of a security fails to function as intended, the security could decline in value. Municipal securities backed by current or anticipated rev- enues from a specific project or specific assets can be negatively affected by the discontinuance of the taxation support- ing the project or assets or the inability to collect revenues for the project or from the assets. If the Internal Revenue Service (IRS) determines an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could become taxable and the security could decline signifi- cantly in value. Generally, Tax -Exempt Portfolio pur- chases municipal securities whose inter- est, in the opinion of bond counsel, is free from federal income tax and from the federal alternative minimum tax. Neither the Adviser nor the fund guarantees that this opinion is correct, and there is no assurance that the IRS will agree with bond counsel's opinion. Issuers or other parties generally enter into covenants requiring continuing compliance with federal tax requirements to preserve the tax-free status of interest payments over the life of the security. If at any time the covenants are not complied with, or if the IRS otherwise determines that the issuer did not comply with relevant tax require- ments, interest payments from a security could become federally taxable, possibly retroactively to the date the security was issued. For certain types of structured securities, the tax status of the pass - through of tax-free income may also be based on the federal tax treatment of the structure. In response to market, economic, political, or other conditions, a fund may temporarily use a different investment strategy (including leaving a significant portion of the fund's assets uninvested) for defensive purposes. Uninvested assets do not earn income for a fund, which may have a significant negative impact on the fund's yield and may prevent the fund from achieving its investment objective. In addition, different factors could affect a fund's performance, and Tax -Exempt Portfolio could distribute income subject to federal income tax. Each of Government Portfolio, Treasury Only Portfolio, and Treasury Portfolio will Prospectus 30 not impose a fee upon the sale of your shares, nor temporarily suspend your ability to sell shares if the fund's weekly liquid assets fall below 30% of its total assets because of market conditions or other factors. Fundamental Investment Policies The following is fundamental, that is, subject to change only by shareholder approval: Government Portfolio seeks to obtain as high a level of current income as is consistent with the preservation of prin- cipal and liquidity within the limitations prescribed for the fund. Money Market Portfolio seeks to obtain as high a level of current income as is consistent with the preservation of principal and liquidity within the limita- tions prescribed for the fund. Tax -Exempt Portfolio seeks to obtain as high a level of interest income exempt from federal income tax as is consistent with liquidity and stability of principal. The fund normally invests at least 80% of its assets in municipal securities whose interest is exempt from federal income tax. Treasury Only Portfolio seeks as high a level of current income as is consistent with the security of principal and liquid- ity, and to maintain a constant net asset value per share (NAV) of $1.00. Treasury Portfolio seeks to obtain as high a level of current income as is consistent with the preservation of prin- cipal and liquidity within the limitations prescribed for the fund. Shareholder Notice The following is subject to change only upon 60 days' prior notice to shareholders: Government Portfolio normally invests at least 99.5% of total assets in cash, U.S. Government securities and/or repurchase agreements that are collater- alized fully (i.e., collateralized by cash or government securities) and at least 80% of the fund's assets in U.S. Government securities and repurchase agreements for those securities. Treasury Only Portfolio normally invests at least 99.5% of total assets in cash and U.S. Treasury securities and at least 80% of the fund's assets in U.S. Treasury securities. Treasury Portfolio normally invests at least 99.5% of total assets in cash, U.S. Treasury securities and/or repurchase agreements for those securities and at least 80% of the fund's assets in U.S. Treasury securities and repurchase agreements for those securities. Valuing Shares Each fund is open for business each day the NYSE is open. Even if the NYSE is closed, a fund will be open for business on those days on which the New York Fed is open, the primary trading markets for the fund's portfolio instruments are open, and the fund's management believes there is an adequate market to meet purchase and redemption requests. The NAV is the value of a single share. Fidelity normally calculates NAV each business day as of the times indicated in 31 Prospectus Fund Basics - continued the following table. Each fund's assets normally are valued as of these times for the purpose of computing NAV. Fidelity calculates NAV separately for each class of shares of a multiple class fund. Fund Government Portfolio Money Market Portfolio Tax -Exempt Portfolio Treasury Only Portfolio Treasury Portfolio NAV Calculation Times (Eastern rime) 4:00 p.m. and 5:00 p.m.(0) 4:00 p.m. and 5:00 p.m.(0) 4:00 p.m. 4:00 p.m. 4:00 p.m. and 5:00 p.m.(0) (a) When the New York Fed and principal bond markets are open. NAV is not calculated and a fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permit- ted by the Securities and Exchange Commission (SEC). To the extent that a fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets maybe affected on those days. In addition, trading in some of a fund's assets may not occur on days when the fund is open for business. A fund's assets are valued on the basis of amortized cost. Prospectus 32 Shareholder Information Additional Information about the Purchase and Sale of Shares Money Market Portfolio and Tax -Exempt Portfolio are retail money market funds. Shares of each fund are available only to accounts beneficially owned by natural persons. Money Market Portfolio and Tax -Exempt Portfolio will involuntarily redeem accounts that are not beneficially owned by natural persons, as determined by the fund, in order to implement each fund's eligibility requirements as a retail money market fund. Shares held by these accounts will be sold at their net asset value per share calculated on the day that the fund closes the account position. Money Market Portfolio and Tax -Exempt Portfolio may impose a fee upon the sale of fund shares or may temporarily sus- pend the ability to sell shares if a fund's liquidity falls below required minimums because of market conditions or other factors. As used in this prospectus, the term "shares" generally refers to the shares offered through this prospectus. General Information Ways to Invest You may buy or sell shares through a retirement account or an investment professional. When you invest through a retirement account or an investment professional, the procedures for buy- ing, selling, and exchanging shares and the account features, policies, and fees may differ. Additional fees may apply to your investment in shares, including a transaction fee if you buy or sell shares through a broker or other investment professional. If the fund is your Fidelity° broker- age core, you will pay fees charged in connection with certain activity in your Fidelity° brokerage account directly from your fund investment. Please see your Fidelity° brokerage account materi- als for additional information. Information on Placing Orders You should include the following informa- tion with any order: • Your name • Your account number • Type of transaction requested • Name(s) of fund(s) and class(es) • Dollar amount or number of shares Certain methods of contacting Fidelity may be unavailable or delayed (for exam- ple, during periods of unusual market activity). In addition, the level and type of service available maybe restricted. Frequent Purchases and Redemptions A fund may reject for any reason, or cancel as permitted or required by law, any purchase or exchange, including transactions deemed to represent exces- sive trading, at any time. Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long- term shareholders by increasing costs to a fund (such as spreads paid to dealers who sell money market instruments to a 33 Prospectus Shareholder Information - continued fund) and disrupting portfolio manage- ment strategies. The Adviser anticipates that shares of each fund will be purchased and sold frequently because a money market fund is designed to offer a liquid cash option. Accordingly, the Board of Trustees has not adopted policies and procedures designed to discourage excessive trading of fund shares and each fund accommo- dates frequent trading. Each fund has no limit on purchase or exchange transactions but may in its discretion restrict, reject, or cancel any purchases that, in the Adviser's opinion, may be disruptive to the management of the fund or otherwise not be in the fund's interests. Each fund reserves the right at any time to restrict purchases or exchanges or impose conditions that are more restric- tive on excessive trading than those stated in this prospectus. Buying Shares Eligibility Shares are generally available only to investors residing in the United States. Shares of Money Market Portfolio and Tax -Exempt Portfolio, which are retail money market funds, are available only to accounts beneficially owned by natural persons. Investors maybe required to demon- strate eligibility to buy shares of the fund before an investment is accepted. Minimum Waivers There is no minimum balance or purchase minimum for mutual funds, qualified tuition programs, accounts for which Fidelity serves as investment man- ager, or certain programs offered to cli- ents of Fidelity Personal and Workplace Advisors or its affiliates. Price to Buy The price to buy one share is its NAV. Shares are sold without a sales charge. Shares will be bought at the NAV next calculated after an order is received in proper form. It is the responsibility of your investment professional to transmit your order to buy shares to Fidelity before the close of busi- ness on the day you place your order. Each fund has authorized certain inter- mediaries to accept orders to buy shares on its behalf. When authorized interme- diaries receive an order in proper form, the order is considered as being placed with the fund, and shares will be bought at the NAV next calculated after the order is received by the authorized inter- mediary. If applicable, orders by funds of funds for which Fidelity serves as invest- ment manager will be treated as received by the fund at the same time that the cor- responding orders are received in proper form by the funds of funds. Each fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or per- manently, including, if applicable, periods when redemptions are suspended. If your payment is not received and col- lected, your purchase may be canceled and you could be liable for any losses or fees a fund or Fidelity has incurred. Prospectus 34 If when you place your wire purchase order you indicate that Fidelity will receive your wire that day, your wire must be received in proper form by Fidelity at the applicable fund's designated wire bank before the close of the Federal the NAV next calculated after the order is received by the authorized intermediary. If applicable, orders by funds of funds for which Fidelity serves as investment manager will be treated as received by the fund at the same time that the cor- Reserve Wire System on the day of responding orders are received in proper purchase. Shares can be bought or sold through investment professionals using an auto- mated order placement and settlement system that guarantees payment for orders on a specified date. Under applicable anti -money laundering rules and other regulations, purchase orders maybe suspended, restricted, or canceled and the monies may be withheld. Selling Shares The price to sell one share is its NAV. Shares will be sold at the NAV next calcu- lated after an order is received in proper form. Normally, Fidelity will process wire redemptions on the same business day, provided your redemption wire request is received in proper form by Fidelity before the NAV is calculated on that day. All other redemptions will normally be processed by the next business day. It is the responsibility of your investment professional to transmit your order to sell shares to Fidelity before the close of busi- ness on the day you place your order. Each fund has authorized certain inter- mediaries to accept orders to sell shares on its behalf. When authorized interme- diaries receive an order in proper form, the order is considered as being placed with the fund, and shares will be sold at form by the funds of funds. See "Policies Concerning the Redemption of Fund Shares" below for additional redemption information. A signature guarantee is designed to pro- tect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include a signature guaran- tee in certain circumstances, such as: • When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to an address different than the record address. • In certain situations when the redemp- tion proceeds are being transferred to a Fidelity° account with a different registration. You should be able to obtain a signature guarantee from a bank, broker -dealer, credit union (if authorized under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee. When you place an order to sell shares, note the following: • If you are selling some but not all of your shares, keep your fund bal- ance above the required minimum to keep your fund position open, except 35 Prospectus Shareholder Information - continued fund positions not subject to balance restricted, canceled, or processed and minimums. the proceeds may be withheld. • You are advised to place your trades as early in the day as possible and to provide Fidelity with advance notice of large redemptions. • Redemption proceeds (other than exchanges) may be delayed until money from prior purchases sufficient to cover your redemption has been received and collected. • Although redemptions will normally be processed on the same business day, under certain circumstances redemp- tions may be postponed or suspended as permitted pursuant to Section 22(e) of the Investment Company Act of 1940 (1940 Act). Generally under that section, redemptions may be postponed or suspended if (i) the NYSE is closed for trading (other than weekends or holidays) or trading is restricted, (ii) an emergency exists which makes the dispatch of securities owned by a fund or the fair determination of the value of the fund's net assets not reasonably practica- ble, or (iii) the SEC by order permits the suspension of the right of redemption. • Redemption proceeds may be paid in securities rather than in cash if the Adviser determines it is in the best inter- ests of a fund. • You will not receive interest on amounts represented by uncashed redemption checks. • Under applicable anti -money laun- dering rules and other regulations, redemption requests maybe suspended, Special Limitations Affecting Redemptions of Money Market Portfolio and Tax -Exempt Portfolio: A fund may impose liquidity fees and temporarily suspend redemptions based on the amount of fund assets that are 'Weekly liquid assets." Weekly liquid assets generally include cash, direct obligations of the U.S. government, certain other U.S. government or agency securities, and securities that will mature or are subject to a demand feature that is exercisable and payable within five business days. If, at any time, the weekly liquid assets of a fund fall below 30% of total assets and the fund's Board of Trustees determines it is in the fund's best interests, the fund may, as early as the same day, impose a liquidity fee of no more than 2% and/or temporarily suspend redemptions for up to 10 business days in any 90 day period. If, at the end of any business day, the weekly liquid assets of a fund fall below 10% of total assets, the fund will impose a liquidity fee of 1% on all redemptions beginning on the next business day, unless the fund's Board of Trustees determines that imposing such a fee would not be in the fund's best interests or determines that a lower or higher fee (not to exceed 2%) would be in the fund's best interests. Any such fee would remain in effect until weekly liquid assets return to 30% or the fund's Board of Trustees determines that the fee is no longer in the fund's best interests. The Board of Trustees of the fund may determine Prospectus 36 that it would not be in the fund's best interests to continue operating if a fund's weekly liquid assets fall below 10% or under other circumstances, at which point, the fund may permanently suspend redemptions and liquidate. Liquidity fees are designed to transfer the costs of liquidating fund securities from shareholders who remain in a fund to those who leave the fund during periods when liquidity is scarce. The fees are pay- able to the fund and any fees charged to a shareholder will fully or partially offset the gain or increase the loss realized by that shareholder upon redemption. If liquidity fees are imposed or redemp- tions are suspended, a fund will notify shareholders on the fund's website or by press release. Policies Concerning the Redemption of Fund Shares Regardless of whether your account is held directly with a fund or through on intermediary, a fund typically expects to pay redemption proceeds on the next business day (or earlier to the extent a fund offers a same day settlement feature) following receipt of a redemption order in proper form. Proceeds from the periodic and auto- matic sale of shares of a Fidelie money market fund that are used to buy shares of another Fidelity® fund are settled simultaneously. To the extent your account is held through an intermediary, it is the responsibility of your investment professional to transmit your order to sell shares to Fidelity before the close of busi- ness on the day you place your order. As noted elsewhere, payment of redemp- tion proceeds may take longer than the time a fund typically expects and may take up to seven days from the date of receipt of the redemption order as permitted by applicable law. Redemption Methods Available. Generally a fund expects to pay redemp- tion proceeds in cash. To do so, a fund typically expects to satisfy redemption requests either by using available cash (or cash equivalents) or by selling portfolio securities. On a less regular basis, a fund may also satisfy redemption requests by utilizing one or more of the following sources, if permitted: borrowing from another Fidelity° fund; drawing on an available line or lines of credit from a bank or banks; or using reverse repur- chase agreements (if authorized). These methods may be used during both normal and stressed market conditions. In addition to paying redemption pro- ceeds in cash, a fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash (redemption in -kind). Redemption in -kind proceeds will typi- cally be made by delivering the selected securities to the redeeming shareholder within seven days after the receipt of the redemption order in proper form by a fund. Converting Shares You may convert Class I shares of a Fidelity® Investments Money Market Fund to Institutional Class shares of the same fund at any time, provided that you meet the eligibility requirements for Institutional Class. You may contact 37 Prospectus Shareholder Information - continued Fidelity by telephone or by mail to request a conversion. Conversions to Institutional Class shares may not be available if your account is held through an investment professional or other financial intermediary, such as a bank, broker -dealer, insurance company, third -party administrator, or registered investment adviser. Please contact your investment professional or financial intermediary to determine if Institutional Class shares are available and to learn about other rules that may apply. If you no longer meet the minimum bal- ance requirements for Institutional Class, for any reason, the fund may convert your Institutional Class shares to Class I shares. Investors will be notified in writ- ing before any such conversion to Class I shares. A conversion will be based on the respec- tive NAVs of the two classes, without the imposition of any fees, on the trade date of the conversion. A conversion between share classes of the same fund is a non- taxable event. Exchanging Shares An exchange involves the redemption of all or a portion of the shares of one fund and the purchase of shares of another fund. Shareholders of all funds have the privilege of exchanging shares for the same class of shares of another Fidelity® Investments Money Market Fund or for shares of other Fidelity° funds. However, you should note the follow- ing policies and restrictions governing exchanges: • Each fund may refuse any exchange purchase for any reason. For example, each fund may refuse exchange pur- chases by any person or group if, in the Adviser's judgment, the fund would be unable to invest the money effectively in accordance with its investment objective and policies, or would otherwise poten- tially be adversely affected. • Before any exchange, read the pro- spectus for the shares you are purchas- ing, including any purchase and sale requirements. • The shares you are acquiring by exchange must be available for sale in your state. • Exchanges may have tax conse- quences for you. • If you are exchanging between accounts that are not registered in the same name, address, and taxpayer iden- tification number (TIN), there maybe additional requirements. • Under applicable anti -money launder- ing rules and other regulations, exchange requests maybe suspended, restricted, canceled, or processed and the proceeds may be withheld. The funds may terminate or modify exchange privileges in the future. Other funds may have different exchange restrictions and minimums. Check each fund's prospectus for details. Prospectus 38 Account Features and Policies Features The following features may be available to buy and sell shares of a fund. Visit www.fidelity.com or institutional.fidelity. com, or contact your investment profes- sional for more information. Electronic Funds Transfer (Fidelity Money Line®): electronic money movement through the Automated Clearing House e To transfer money between a bank account and your fund account. e You can use electronic funds transfer to: — Make periodic (automatic) purchases of shares. — Make periodic (automatic) redemptions of shares. Wire: electronic money movement through the Federal Reserve wire system e To transfer money between a bank account and your fund account. Policies codes or other information, and may also The following apply to you as a record calls. For transactions conducted shareholder. Statements that Fidelity sends to you, if applicable, include the following: e Confirmation statements (after transactions affecting your fund balance except reinvestment of distributions in the fund). e Monthly or quarterly account state- ments (detailing fund balances and all transactions completed during the prior month or quarter). You may initiate many transactions by telephone or electronically. Fidelity will not be responsible for any loss, cost, expense, or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will request personalized security through the Internet, Fidelity recom- mends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation state- ments upon receipt and notify Fidelity immediately of any discrepancies in your account activity. If you do not want the ability to sell and exchange by telephone, call Fidelity for instructions. Additional documentation may be required from corporations, associations, and certain fiduciaries. When you sign your account applica- tion, you will be asked to certify that your social security or taxpayer identifi- cation number (TIN) is correct and that you are not subject to backup withhold- ing for failing to report income to the IRS. If you violate IRS regulations, the IRS can require a fund to withhold an amount subject to the applicable backup 39 Prospectus Shareholder Information - continued withholding rate from your taxable distri- butions and redemptions. You may also be asked to provide addi- tional information in order for Fidelity to verify your identity in accordance with requirements under anti -money laundering regulations. Accounts maybe restricted and/or closed, and the monies withheld, pending verification of this information or as otherwise required under these and other federal regula- tions. In addition, each fund reserves the right to involuntarily redeem an account in the case of: (i) actual or suspected threatening conduct or actual or suspected fraudulent, illegal or suspi- cious activity by the account owner or any other individual associated with the account; or (ii) the failure of the account owner to provide information to the funds related to opening the accounts. Your shares will be sold at the NAV, minus any applicable shareholder fees, calculated on the day Fidelity closes your fund position. If your fund balance falls below $1 mil- lion worth of shares for any reason and you do not increase your balance, Fidelity may sell all of your shares and send the proceeds to you after providing you with at least 30 days' notice to reestablish the minimum balance. Your shares will be sold at the NAV, minus any applicable shareholder fees, on the day Fidelity closes your fund position. Certain fund positions are not subject to these balance requirements and will not be closed for failure to maintain a minimum balance. Fidelity may charge a fee for certain services, such as providing historical account documents. Dividends and Capital Gain Distributions Each fund earns interest, dividends, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. Each fund may also realize capital gains from its investments, and distributes these gains (less losses), if any, to shareholders as capital gain distributions. Distributions from a money market fund consist primarily of dividends. A money market fund normally declares dividends daily and pays them monthly. Dividends declared for each of Government Portfolio, Money Market Portfolio, and Treasury Portfolio are based on estimates of income for the fund. Actual income may differ from estimates, and differences, if any, will be included in the calculation of subsequent dividends. You may request to have dividends redeemed from an account closed during the month paid when the account is closed. A fund reserves the right to limit this service. Earning Dividends A fund processes purchase and redemp- tion requests only on days it is open for business. Shares purchased by a wire order prior to 12:00 noon Eastern time for Tax -Exempt Portfolio, prior to 2:00 p.m. Eastern time for Treasury Only Portfolio, or prior to 5:00 p.m. Eastern time for Government Portfolio, Money Market Portfolio, and Treasury Portfolio, with receipt of the wire in proper form before the close of Prospectus 40 the Federal Reserve Wire System on that day, generally begin to earn dividends on the day of purchase. Shares purchased by all other orders generally begin to earn dividends on the first business day following the day of purchase. Shares redeemed by a wire order prior to 12:00 noon Eastern time for Tax -Exempt Portfolio, prior to 2:00 p.m. Eastern time for Treasury Only Portfolio, or prior to 5:00 p.m. Eastern time for Government Portfolio, Money Market Portfolio, and Treasury Portfolio generally earn divi- dends through the day prior to the day of redemption. Shares redeemed by all other orders generally earn dividends until, but not including, the next business day following the day of redemption. Exchange requests will be processed only when both funds are open for business. Money market funds that allow wire purchases reserve the right to change the time of day by which wire purchase and redemption orders for shares must be placed for purposes of earning dividends. Distribution Options When you open an account, specify on your application how you want to receive your distributions. The following distribu- tion options are available: 1. Reinvestment Option. Any divi- dends and capital gain distributions will be automatically reinvested in additional shares. If you do not indicate a choice on your application, you will be assigned this option. 2. Cash Option. Any dividends and capital gain distributions will be paid in cash. Not all distribution options maybe available for every account and certain restrictions may apply. If the option you prefer is not listed on your account application, or if you want to change your current option, contact your investment professional directly or call Fidelity. If you elect to receive distributions paid in cash by check and the U.S. Postal Service does not deliver your checks, your distribution option may be con- verted to the Reinvestment Option. You will not receive interest on amounts represented by uncashed distribution checks. Tax Consequences As with any investment, your investment in a fund could have tax consequences for you. If you are not investing through a tax -advantaged retirement account, you should consider these tax consequences. Distributions you receive from Government Portfolio, Money Market Portfolio, Treasury Only Portfolio, and Treasury Portfolio are subject to federal income tax, and may also be subject to state or local taxes. A portion of Government Portfolio's, Treasury Only Portfolio's, and Treasury Portfolio's dividends may be exempt from state and local taxation to the extent that they are derived from certain U.S. Government securities and meet certain requirements. 41 Prospectus Shareholder Information - continued The municipal fund seeks to earn income and pay dividends exempt from federal income tax. Income exempt from federal income tax maybe subject to state or local tax. A por- tion of the dividends you receive from the municipal fund maybe subject to federal and state income taxes. You may also receive taxable distributions attributable to the municipal fund's sale of municipal bonds. For federal tax purposes, certain of each fund's distributions, including Government Portfolio's, Money Market Portfolio's, Treasury Only Portfolio's, and Treasury Portfolio's dividends and each fund's distributions of short-term capital gains and gains on the sale of bonds characterized as market discount, are taxable to you as ordinary income. Because each taxable fund's income is primarily derived from interest, dividends from each taxable fund generally will not qualify for the long-term capital gains tax rates available to individuals. Each fund's distributions of long-term capital gains, if any, are taxable to you generally as capital gains for federal tax purposes. Any taxable distributions you receive from a fund will normally be taxable to you when you receive them, regardless of your distribution option. If you elect to receive distributions in cash, you will receive certain December distributions in January, but those distributions will be taxable as if you received them on December 31. Prospectus 42 Fund Services Fund Management Each fund is a mutual fund, an invest- ment that pools shareholders' money and invests it toward a specified goal. Adviser FMR. The Adviser is each fund's man- ager. The address of the Adviser is 245 Summer Street, Boston, Massachusetts 02210. As of December 31, 2020, the Adviser had approximately $3.0 trillion in discretionary assets under management, and approximately $3.8 trillion when combined with all of its affiliates' assets under management. As the manager, the Adviser has overall responsibility for directing each fund's investments and handling its business affairs. Sub -Advisers) FMR Investment Management (UK) Limited (FMR UK), at 1 St. Martin's Le Grand, London, EC1A 4AS, United Kingdom, serves as a sub -adviser for each fund. As of December 31, 2020, FMR UK had approximately $25.4 billion in discretionary assets under manage- ment. FMR UK may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for each fund. FMR UK is an affiliate of the Adviser. Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub -adviser for each fund. As of December 31, 2020, FMR H.K. had approximately $22.3 billion in discretionary assets under manage- ment. FMR H.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for each fund. FMR H.K. is an affiliate of the Adviser. Fidelity Management & Research (Japan) Limited (FMR Japan), at Kamiyacho Prime Place,1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan, serves as a sub -adviser for each fund. As of March 31, 2020, FMR Japan had approximately $4.2 billion in discre- tionary assets under management. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for each fund. FMR Japan is an affiliate of the Adviser. From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because invest- ment decisions for a Fidelity® fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity® fund. 43 Prospectus Fund Services - continued Advisory Fee(s) Each fund pays a management fee to the Adviser. The management fee is calculated and paid to the Adviser every month. Each fund's annual management fee rate is 0.14% of its average net assets. The Adviser pays FMR UK, FMR H.K., and FMR Japan for providing sub -advisory services. The basis for the Board of Trustees approving the management contract and sub -advisory agreements for each fund is available in each fund's semi- annual report for the fiscal period ended September 30, 2020. From time to time, the Adviser or its affiliates may agree to reimburse or waive certain fund expenses while retaining the ability to be repaid if expenses fall below the specified limit prior to the end of the fiscal year. Reimbursement or waiver arrange- ments can decrease expenses and boost performance. Fund Distribution Each fund is composed of multiple classes of shares. All classes of a fund have a common investment objective and investment portfolio. FDC distributes Class I shares. Intermediaries may receive from the Adviser, FDC, and/or their affiliates compensation for their services intended to result in the sale of Class I shares. This compensation may take the form of pay- ments for additional distribution -related activities and/or shareholder services and payments for educational seminars and training, including seminars sponsored by Fidelity, or by an intermediary. These payments are described in more detail in this section and in the statement of additional information (SAI). Distribution and Service Plan(s) Please speak with your investment professional to learn more about any pay- ments his or her firm may receive from the Adviser, FDC, and/or their affiliates, as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase. Class I of each fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act that recognizes that the Adviser may use its management fee revenues, as well as its past profits or its resources from any other source, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of Class I shares and/or shareholder support services. The Adviser, directly or through FDC, may pay significant amounts to intermediaries that provide those ser- vices. Currently, the Board of Trustees of each fund has authorized such payments for Class I. If payments made by the Adviser to FDC or to intermediaries under a Distribution and Service Plan were considered to be paid out of Class I's assets on an ongoing basis, they might increase the cost of your investment and might cost you more than paying other types of sales charges. Prospectus 44 No dealer, sales representative, or any other person has been authorized to give any information or to make any repre- sentations, other than those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other information or representations must not be relied upon as having been authorized by the funds or FDC. This prospectus and the related SAI do not constitute an offer by the funds or by FDC to sell shares of the funds to or to buy shares of the funds from any person to whom it is unlawful to make such offer. 45 Prospectus Appendix Financial Highlights Financial Highlights are intended to help you understand the financial history of fund shares for the past 5 years (or, if shorter, the period of operations). Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or Years ended March 31, Selected Per -Share Data .................... Net asset value, beginning of period ................ Income from Investment Operations ................. Net investment income (loss) ................... Net realized and unrealized gain (loss)'........... . Total from investment operations ................... Distributions from net investment income ............. Total distributions ............................ Net asset value, end of period ..................... Total Return6 ............................ Ratios to Average Net Assets c•............. . Expenses before reductions ..................... Expenses net of fee waivers, if any ............... Expenses net of all reductions ................... Net investment income (loss) ................... Supplemental Data ......................... Net assets, end of period (in millions) ............. lost) on an investment in shares (assum- ing reinvestment of all dividends and distributions). The annual information has been audited by Deloitte & Touche LLP, independent registered public accounting firm, whose report, along with fund financial statements, is included in the annual report. Annual reports are available for free upon request. 2021 2020 2019 2018 2017 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 J' .018 .020 .009 J' .018 .020 .009 J" (.018) (.020) (.009) -A (.018) (.020) (.009) 0 5 1.00 S 1.00 S 1.0 .003 .003 (.003) (nna) 5 HU .04% 1.83% 1.97% .95% .31% .20% .21% .21% .20% .21% .15% .18% .18% .18% .18% .15% .18% .18% .18% .18% .05% 1.77% 1.96% .95% .33% $ 33,508 $ 45,360 $ 29,352 $ 31,829 $ 31,498 A Amount represents less than $.0005 per share. B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. Fees and expenses of any underlying mutual funds or exchange -traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. U Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur. Prospectus 46 Years ended March 31, 2021 2020 2019 2018 2017 Selected Per —Share Data ..................... Net asset value, beginning of period ................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 Income from Investment Operations .................. Net investment income (loss) .................... .002 .020 .022 .013 .006 Net realized and unrealized gain (loss)A............. — — — — — Total from investment operations .................... .002 .020 .022 .013 .006 Distributions from net investment income .............. (.002) (.020) (.022) (.013) (.006) Total distributions ............................. (.002) (.020) (.022) (.013) (.006) Net asset value, end of period ...................... S 1.00 S 1.00 S 1.00 S 1.00 S 1.00 Total ReturnB ............................. .15% 2.01% 2.23% 1.29% .63% Ratios to Average Net Assets O.............. Expenses before reductions ...................... .21 % 21 % 21 % 21 % 21 % Expenses net of fee waivers, 9 any ................ .18% .18% .18% .18% .18% Expenses net of all reductions .................... .18% .18% .18% .18% .18% Net investment income (loss) .................... .16% 1.96% 2.25% 1.31 % .56% Supplemental Data .......................... Net assets, end of period (in millions) .............. $ 21,937 $ 25,801 $ 22,140 $ 12,545 $ 7,631 A Amount represents less than $.0005 per share. B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. c Fees and expenses of any underlying mutual funds or exchange -traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. a Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur. 47 Prospectus Appendix - continued Years ended March 31, 2021 2020 2019 2018 2017 Selected Per -Share Data ....................... Net asset value, beginning of period ................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 Income from Investment Operations .................... Net investment income (loss) ...................... .001 .013 .014 .008 .004 Net realized and unrealized gain (loss) ................ -A .001 -A -A .001 Total from investment operations ...................... .001 .014 .014 .008 .005 Distributions from net investment income ................ (.001) (.013) (.014) (.008) (.004) Distributions from net realized gain .................... - -A - - (.001) Total distributions ............................... (.001) (.010 (.014) (.008) (.005) Net asset value, end of period ........................ S 1.00 S 1.00 1.00 S 1.00 S 1.00 Total Return c ............................... .12% 1.36% 1.40% .84 .50% Ratios to Average Net Assetso•E Expenses before reductions ........................ .22% .21 % .22% .22% .22% Expenses net of fee waivers, if any .................. .17% .18% .18% .18% .18% Expenses net of all reductions ...................... .17% .18% .18% .18% .18% Net investment income (loss) ...................... .13% 1.34% 1.40% .86% .44% Supplemental Data ............................ Net assets, end of period (in millions) ................ $ 4,748 $ 6,568 $ 7,113 $ 4,488 $ 2,262 A Amount represents less than $.0005 per share. B Total distributions per share do not sum due to rounding. c Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. a Fees and expenses of any underlying mutual funds or exchange -traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central Funds, please refer to the "Investments in Fidelity Central Funds" note found in the Notes to Financial Statements section of the most recent Annual or Semi -Annual report. E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur. Prospectus 48 Years ended March 31, 2021 Selected Per -Share Data ...................... Net asset value, beginning of period .................. $ 1.00 Income from Investment Operations ................... Net investment income (loss) ..................... -A Net realized and unrealized gain (loss) A .............. - Total from investment operations ..................... -A Distributions from net investment income ............... -A Total distributions .............................. -A Net asset value, end of period ....................... S 1.00 Total Returns .............................. Ratios to Average Net Assetsc-a......... .... Expenses before reductions ....................... Expenses net of fee waivers, 9 any ................. Expenses net of all reductions ..................... Net investment income (loss) ..................... Supplemental Data ........................... Net assets, end of period (in millions) ............... 2020 2019 2018 2017 $ 1.00 $ 1.00 $ 1.00 $ 1.00 .018 .019 .009 .002 .018 .019 .009 .002 (.018) (.019) (.009) (.002) (.018) (.019) (.009) (.002) 1.00 S 1.00 S 1.00 S 1.00 .04% 1.80% 1.96% .93% .23% .21% .22% .21% .21% .21% .15% .18% .18% .18% .18% .15% .18% .18% .18% .18% .05% 1.72% 1.97% .93% .24% $ 10,871 $ 15,058 $ 7,033 $ 6,976 $ 7,638 A Amount represents less than $.0005 per share. s Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. c Fees and expenses of any underlying mutual funds or exchange -traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur. 49 Prospectus Appendix - continued Years ended March 31, 2021 2020 2019 2018 2017 Selected Per -Share Data ...................... Net asset value, beginning of period .................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 Income from Investment Operations ................... Net investment income (loss) ..................... .018 .019 .009 .003 Net realized and unrealized gain (loss) A .............. - - - - - Total from investment operations ..................... -A .018 .019 .009 .003 Distributions from net investment income ............... -A (.018) (.019) (.009) (.003) Total distributions .............................. -A (.018) (.019) (.009) (.003) Net asset value, end of period ....................... S 1.00 S 1.00 S 1.00 S 1.00 S 1.00 Total Return .............................. .05% 1.82% 1.96% .95% .27% Ratios to Average Net Assets(,' ............... Expenses before reductions ....................... .21% .21% .21% .21% .21% Expenses net of fee waivers, if any ................. .15% .18% .18% .18% .18% Expenses net of all reductions ..................... .15% .18% .18% .18% .18% Net investment income (loss) ..................... .06% 1.11 % 1.96% .96% .27% Supplemental Data ........................... Net assets, end of period (in millions) ............... $ 10,411 $ 12,043 $ 9,862 $ 8,244 $ 8,308 A Amount represents less than $.0005 per share. B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. c Fees and expenses of any underlying mutual funds or exchange -traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. a Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur. Prospectus 50 Notes IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account. For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license. For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN). You will be asked to provide information about the entity's control person and beneficial owners, and person(s) with authority over the account, including name, address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity. You can obtain additional information about the funds. A description of each fund's policies and procedures for disclosing its holdings is available in the funds' SAI and on Fidelity's web sites. The SAI also includes more detailed information about each fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). Each fund's annual and semi-annual reports also include additional information. For a free copy of any of these documents or to request other information or ask questions about a fund, call Fidelity at 1-877-297-2952. In addition, you may visit Fidelity's web site at www.fidelity.com or institutional. fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information. The SAI, the funds' annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www. sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the funds, including the funds' SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room. Investment Company Act of 1940, File Number(s), 611.03320 FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at 202-371-8300. Fidelity, Fidelity Investments & Pyramid Design, and Fidelity Money line are registered service marks of FMR LLC. @ 2021 FMR LLC. All rights reserved. Any third -party marks that may appear above are the marks of their respective owners. 1.702218.125 IMMI-PRO-0521 NOT FDIC INSURED I NO BANK GUARANTEE I MAY LOSE VALUE JPMorgan U.S. Government Money Market Fund Data as of May 31, 2021 Share Class: Capital (OGVXX) RATINGS S&P Rating" AAAm Moody's Rating— Aaa-mf Fitch Rating— AAAmmf FUND OBJECTIVE AND STRATEGY Investment objective The Fund seeks high current income with liquidity and stability of principal. Permissible investments • The Fund invests exclusively in high -quality, short-term securities that are issued or guaranteed by the U.S. government or by U.S. government agencies and instrumentalities. • Some of the securities purchased by the Fund may be subject to repurchase agreements. • The Fund will comply with SEC rules applicable to all money market funds, including Rule 2a-7 under the Investment Company Act of 1940. Fund highlights • The Fund is designed for temporary or medium -term cash investments, seasonal operating cash, automated cash sweeps and the liquidity components of investment portfolios. • The Fund aims to preserve capital, maintain liquidity and produce a competitive yield. FUND INFORMATION Annual expenses' Grass expenses (%) 0.20 Net expenses (%) 0.18 Fund basics Fund inception date 6/14/1993 Class inception date 6/14/1993 Share class number 3164 CUSIP 4812CO670 Fund assets (in billions) $237.08 Investment minimum $50M Dealing deadline 5:00 PM EST Daily liquid assets (%) 65.55 Weekly liquid assets (%) 80.90 PERFORMANCE Performance (%) - 30 day average yield Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 0.10 0.08 0.04 0.03 0.01 0.02 0.03 0.03 0.03 0.04 0.03 0.03 As of May 31, 2021, the 7-day SEC yield was 0.03% and 7-day unsubsidized SEC yield was-0.12%. The performance quoted is past performance and is not a guarantee of future results. Current performance may be higher or lower than the performance data shown. For performance current to the most recent month -end please call 1-800-766-7722 (institutional investors) or 1-800-480-4111(retail investors). COMPOSITION Weighted average maturity in days Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 34 34 32 38 40 44 55 42 48 46 51 37 Weighted Average Maturity: The calculation takes into account the period remaining until the date on which, in accordance with the terms of the security, the principal amount must unconditionally be paid, or in the case of a security called for redemption, the date on which the redemption payment must be made and may utilize the interest rate reset date for variable or floating rate securities. Weighted average life in days Jun-20 Jul-20 Aug 20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 110 109 101 98 104 95 103 84 82 75 82 65 Weighted Average Life: The calculation takes into account the period remaining until the date on which, in accordance with the terms of the security, the principal amount must unconditionally be paid, or in the case of a security called for redemption, the date on which the redemption payment must be made. Effective maturity' Sector breakdown (%)' 1 Day 2-7 Days 8-30 Days 31.60 Days 61.90 Days 91-180 Days 181+ Days 15 30 45 60 30.7% 24.79k ■ U.S. Treasury 0 U.S. Treasury Debt Repurchase ■ U.S. Government Agreement Agency 0 U.S. Government Repurchase Agency Debt Agreement Due to rounding. values may not total 100%. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment In the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. Performance may reflect the waiver of a portion of the fund's fees and/or reimbursement of certain expenses. If fees had not been waived and certain expenses were not reimbursed the performance would have been lower. PLEASE REFER TO THE BACK FOR IMPORTANT DISCLOSURE INFORMATION J P. Morgan Asset Management NOT FDIC INSURED I NO BANK GUARANTEE I MAY LOSE VALUE Must be preceded or accompanied by a prospectus. Call1.800-766-7722 (institutional investors) or1-800-480-4111(retail investors) for a fund prospectus. You can also visit us online at www.jpmorganfunds.com. Investors should carefully consider the investment objectives and risk as well as charges and expenses of the mutual fund before investing. The prospectus contains this and other information about the mutual fund. Read the prospectus carefully before investing. RATINGS- .. Moody's defines Money Market Funds with an 'Aaa-mf' rating as having a very strong ability to meet the dual objectives of providing liquidity and preserving capital. S&P defines Money Market Funds that have an'AAW rating as demonstrating extremely strong capacity to maintain principal stability and to limit exposure to credit risk. Fitch defines Money Market Funds with an 'AAAmmf rating as having extremely strong capacity to achieve fund's investment objective of preserving principal and providing shareholder liquidity through limiting credit, market and liquidity risk. The ratings do not eliminate the risks associated with investing in the Fund. For information on rating methodologies, please visit the agency websites at http://www.moodys.com/; https://www.spglobal.com/ratings/en/products-benefits/products/principle-stability-fund-ratings and http://www.fitchratings.com. ANNUAL EXPENSES: 'The Fund's adviser and/or its affiliates have contractually agreed to waive fees and/or reimburse expenses to the extent Total Annual Fund Operating Expenses (excluding acquired fund fees and expenses, dividend and interest expenses related to short sales, interest, taxes, expenses related to litigation and potential litigation and extraordinary expenses) exceed 0.18% of the average daily net assets. The Fund may invest in one or more money market funds advised by the adviser or its affiliates (affiliated money market funds). The Fund's adviser has contractually agreed to waive fees and/or reimburse expenses in an amount sufficient to offset the fees and expenses of the affiliated money market funds incurred by the Fund because of the Fund's investment in such money market funds. This waiver is in effect through 6/30/2021, at which time the adviser and/or its affiliates will determine whether to renew or revise it. The difference between net and gross fees includes all applicable fee waivers and expense reimbursements. ®2021, American Bankers Association, CUSIP Database provided by the Standard & Poor's CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. All rights reserved. J.P. Morgan Asset Management is the brand name for the asset management business of JPMorgan Chase & Co and its affiliates worldwide. This document is a general communication being provided for informational purposes only. It is educational in nature and not designed to be recommendation for any specific investment product, strategy, plan feature or other purposes. By receiving this communication you agree with the intended purpose described above. Any examples used in this material are generic, hypothetical and for illustration purposes only. None of J.P. Morgan Asset Management, its affiliates or representatives is suggesting that the recipient or any other person take a specific course of action or any action at all. Communications such as this are not impartial and are provided in connection with the advertising and marketing of products and services. Prior to making any investment or financial decisions, an investor should seek individualized advice from personal financial, legal, tax and other professionals that take into account all of the particular facts and circumstances of an investor's own situation. J.P. Morgan Funds are distributed by JPMorgan Distribution Services. Inc., which is an affiliate of JPMorgan Chase & Co. Affiliates of JPMorgan Chase & Co. receive fees for providing various services to the funds. JPMorgan Distribution Services, Inc. is a member of FINRA. If you are a person with a disability and need additional support in viewing the material, please call us at 1-800-343-1113 for assistance. ®JPMorgan Chase & Co., June 2021 FS-USGMM-CAP-0521 J P. Morgan Asset Management Summary Prospectus July 1, 2021 J P. Morgan Asset Management Before you invest, you may want to review the Fund's Prospectus, which contains more information about the Fund and its risks. You can find the Fund's Prospectus and other information about the Fund, including the Statement of Additional Information, online at www.jpmorganfunds.com/funddocuments. You can also get this information at no cost by calling 1-800-766-7722 or by sending an e-mail request to global_liquidityjunds-services_us@jpmorganfunds.com jpmorganfunds.com or by asking any financial intermediary that offers shares of the Fund. The Fund's Prospectus and Statement of Additional Information, both dated July 1, 2021, as may be supplemented from time to time are incorporated by reference into this Summary Prospectus. The Fund's Objective The Fund seeks high current income with liquidity and stability of principal. Fees and Expenses of the Fund The following table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. Capital Management Fees 0.08% Other Expenses 0.11 Service Fees 0.05 Remainder of Other Expenses 0.06 Total Annual Fund Operating Expenses 0.19 Fee Waivers and/or Expense Reimbursements, -0.01 Total Annual Fund Operating Expenses after Fee Waivers and/or Expense Reimbursements, 0.18 The Fund's adviser and/or its affiliates have contractually agreed to waive fees and/or reimburse expenses to the extent Total Annual Fund Operating Expenses (excluding acquired fund fees and expenses other than certain money market fund fees as described below, dividend and interest expenses related to short sales, interest, taxes, expenses related to litigation and potential litigation, expenses related to trustee elections, and extraordinary expenses) exceed 0.18% of the average daily net assets of Capital Shares. The Fund may invest in one or more money market funds advised by the adviser or its affiliates (affiliated money market funds). The Fund's adviser, shareholder servicing agent and/or administrator have contractually agreed to waive fees and/or reimburse expenses in an amount sufficient to offset the respective net fees each collects from the affiliated money market funds on the Fund's investment in such money market funds. These waivers are in effect through 6/30/22, at which time it will be determined whether such waivers will be renewed or revised. To the extent that the Fund engages in securities lending, affiliated money market fund fees and expenses resulting from the Fund's investment of cash received from securities lending borrow- ers are not included in Total Annual Fund Operating Expenses and therefore, the above waivers do not apply to such investments. Example This Example is intended to help you compare the cost of invest- ing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses are equal to the total annual fund operating expenses after fee waivers and expense reimbursements shown in the fee table through 6/30/22 and total annual fund operat- ing expenses thereafter. Your actual costs may be higher or lower. WHETHER OR NOT YOUYOUR +•ES, YOUR COST WOULD BE: 1 Year 3 Years 5 Years 10 Years CAPITAL SHARES ($) 18 60 106 242 The Fund's Main Investment Strategy Under normal conditions, the Fund invests its assets exclusively in: • debt securities issued or guaranteed by the U.S. government, or by U.S. government agencies or instrumentalities or Government -Sponsored Enterprises ("GSEs"), and • repurchase agreements fully collateralized by U.S. Treasury and U.S. government securities. The Fund is a money market fund managed in the following manner: • The Fund seeks to maintain a net asset value ("NAV") of $1.00 per share. • The dollar -weighted average maturity of the Fund will be 60 days or less and the dollar -weighted average life to maturity will be 120 days or less. • The Fund will only buy securities that have remaining maturi- ties of 397 days or less or securities otherwise permitted to be purchased because of maturity shortening provisions under applicable regulation. • The Fund invests only in U.S. dollar -denominated securities. • The Fund seeks to invest in securities that present minimal credit risk. The Fund may invest significantly in securities with floating or variable rates of interest. Their yields will vary as interest rates change. The Fund will generally hold a portion of its assets in cash, primarily to meet redemptions. The Fund intends to continue to qualify as a "government money market fund," as such term is defined in or interpreted under Rule 2a-7 under the Investment Company Act of 1940, as amended ("Investment Company Act"). "Government money market funds" are required to invest at least 99.5% of their assets in (i) cash, (ii) securities issued or guaranteed by the United States or certain U.S. government agencies or instrumentalities and/or (iii) repurchase agreements that are collateralized fully, and are exempt from requirements that permit money market funds to impose a liquidity fee and/or temporary redemption gates. While the J.P. Morgan Funds' Board of Trustees (the "Board") may elect to subject the Fund to liquidity fee and gate requirements in the future, the Board has not elected to do so at this time. A government money market fund may also include investments in other government money market funds as an eligible investment for purposes of the 99.5% requirement above. The Fund may trade securities on a when -issued, delayed settle- ment or forward commitment basis. The Fund's adviser seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sec- tors and issuers. The Fund's Main investment Risks The Fund is subject to management risk and the Fund may not achieve its objective if the adviser's expectations regarding particular instruments or interest rates are not met. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not insured or guaranteed by the Federal Deposit insur- ance Corporation or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. An investment in this Fund or any other fund may not provide a complete investment program. The suitability of an invest- ment in the Fund should be considered based on the invest- ment objective, strategies and risks described in this prospectus, considered in light of all of the other investments in your portfolio, as well as your risk tolerance, financial goals and time horizons. You may want to consult with a financial advisor to determine if this Fund is suitable for you. The Fund is subject to the main risks noted below, any of which may adversely affect the Fund's performance and ability to meet its investment objective. Interest Rate Risk. The Fund's investments in bonds and other debt securities will change in value based on changes in interest rates. If rates increase, the value of these investments generally declines. Securities with greater interest rate sensitivity and longer maturities generally are subject to greater fluctuations in value. The Fund may invest in variable and floating rate securi- ties. Although these instruments are generally less sensitive to interest rate changes than fixed rate instruments, the value of floating rate and variable securities may decline if their interest rates do not rise as quickly, or as much, as general interest rates. The Fund may face a heightened level of interest rate risk due to certain changes in monetary policy. During periods when interest rates are low or there are negative interest rates, the Fund's yield (and total return) also may be low or the Fund may be unable to maintain positive returns or a stable net asset value of $1.00 per share. Credit Risk. The Fund's investments are subject to the risk that issuers and/or counterparties will fail to make payments when due or default completely. Prices of the Fund's investments may be adversely affected if any of the issuers or counterparties it is invested in are subject to an actual or perceived deterioration in their credit quality. Credit spreads may increase, which may reduce the market values of the Fund's securities. Credit spread risk is the risk that economic and market conditions or any actual or perceived credit deterioration may lead to an increase in the credit spreads (i.e., the difference in yield between two securities of similar maturity but different credit quality) and a decline in price of the issuer's securities. General Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund's portfolio may underperform in comparison to securities in general financial markets, a particular financial market or other asset classes due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. In addition, the value of the Fund's investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. For example, the outbreak of COVID-19, a novel coronavirus disease, has negatively affected economies, markets and individual companies throughout the world, including those in which the Fund invests. The effects of this pandemic to public health and business and market conditions, including exchange trading suspensions and closures may continue to have a significant negative impact on the performance of the Fund's investments, increase the Fund's volatility, exacerbate pre- existing political, social and economic risks to the Fund, and negatively impact broad segments of businesses and popula- tions. The Fund's operations may be interrupted as a result, which may contribute to the negative impact on investment performance. In addition, governments, their regulatory agen- cies, or self -regulatory organizations may take actions in response to the pandemic that affect the instruments in which the Fund invests, or the issuers of such instruments, in ways that could have a significant negative impact on the Fund's investment performance. The full impact of the COVID-19 pandemic, or other future epidemics or pandemics, is currently unknown. Asset -Backed, Mortgage -Related and Mortgage -Backed Securities Risk. Mortgage -related and asset -backed securities are subject to certain other risks, including prepayment and call risks. Dur- ing periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, mortgage -related and asset -backed securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts (i.e., premiums) paid for securities with higher interest rates, resulting in an unexpected capital loss and/or a decrease in the amount of dividends and yield. In periods of either rising or declining interest rates, the Fund may be subject to extension risk, and may receive principal later than expected. As a result, in periods of rising interest rates, the Fund may exhibit additional volatility. Additionally, asset -backed, mortgage -related and mortgage -backed securities are subject to risks associated with their structure and the nature of the assets underlying the securities and the servicing of those assets. Certain asset -backed, mortgage -related and mortgage - backed securities may face valuation difficulties and may be less liquid than other types of asset -backed, mortgage -related and mortgage -backed securities, or debt securities. Government Securities Risk. U.S. government securities include securities issued or guaranteed by the U.S. government or its agencies and instrumentalities (such as securities issued by the Government National Mortgage Association (Ginnie Mae), the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) or other Government -Sponsored Enterprises (GSEs)). U.S. govern- ment securities are subject to market risk, interest rate risk and credit risk. Securities, such as those issued or guaranteed by Ginnie Mae or the U.S. Treasury, that are backed by the full faith and credit of the United States are guaranteed only as to the timely payment of interest and principal when held to maturity and the market prices for such securities will fluctuate. Notwithstanding that these securities are backed by the full faith and credit of the United States, circumstances could arise that would prevent the payment of interest or principal. This would result in losses to the Fund. Securities issued or guaranteed by U.S. government related organizations, such as Fannie Mae and Freddie Mac, are not backed by the full faith and credit of the U.S. government and no assurance can be given that the U.S. government will provide financial support. Therefore, U.S. government related organizations may not have the funds to meet their payment obligations in the future. U.S. government securities include zero coupon securities, which tend to be subject to greater market risk than interest -paying securities of similar maturities. When -Issued, Delayed Settlement and Forward Commitment Transactions Risk. The Fund may purchase or sell securities which it is eligible to purchase or sell on a when -issued basis, may purchase and sell such securities for delayed delivery and may make contracts to purchase or sell such securities for a fixed price at a future date beyond normal settlement time (forward commitments). When -issued transactions, delayed delivery purchases and forward commitments involve the risk that the security the Fund buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. If this occurs, the Fund loses both the investment opportunity for the assets it set aside to pay for the security and any gain in the security's price. Transactions Risk. The Fund could experience a loss and its liquidity may be negatively impacted when selling securities to meet redemption requests. The risk of loss increases if the redemption requests are unusually large or frequent or occur in times of overall market turmoil or declining prices. Similarly, large purchases of Fund shares may adversely affect the Fund's performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would. Floating and Variable Rate Securities Risk. Floating and variable rate securities provide for a periodic adjustment in the interest rate paid on the securities. The rate adjustment intervals may be regular and range from daily up to annually, or may be based on an event, such as a change in the prime rate. Floating and variable rate securities may be subject to greater liquidity risk 3 than other debt securities, meaning that there may be limita- tions on the Fund's ability to sell the securities at any given time. Such securities also may lose value. Net Asset Value Risk. There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis. Furthermore, there can be no assurance that the Fund's affiliates will purchase distressed assets from the Fund, make capital infusions, enter into capital support agreements or take other actions to ensure that the Fund maintains a net asset value of $1.00 per share. In the event any money market fund fails to maintain a stable net asset value, other money market funds, including the Fund, could face a universal risk of increased redemption pressures, potentially jeopardizing the stability of their net asset values. In general, certain other money market funds have in the past failed to maintain stable net asset values and there can be no assurance that such failures and resulting redemption pressures will not occur in the future. Repurchase Agreement Risk. There is a risk that the counterparty to a repurchase agreement will default or otherwise become unable to honor a financial obligation and the value of your investment could decline as a result. Risk Associated with the Fund Holding Cash. The Fund will gener- ally hold a portion of its assets in cash, primarily to meet redemptions. Cash positions may hurt performance and may subject the Fund to additional risks and costs, such as increased exposure to the custodian bank holding the assets and any fees imposed for large cash balances. LIBOR Discontinuance or Unavailability Risk. The London Interbank Offering Rate ("LIBOR") is intended to represent the rate at which contributing banks may obtain short-term borrow- ings from each other in the London interbank market. On March 5, 2021, the U.K. Financial Conduct Authority ("FCA") publicly announced that (i) immediately after December 31, 2021, publication of the 1-week and 2-month U.S. Dollar LIBOR settings will permanently cease; (ii) immediately after June 30, 2023, publication of the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease; and (iii) immediately after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to be provided or, subject to the FCA's consideration of the case, be provided on a synthetic basis and no longer be representative of the underly- ing market and economic reality they are intended to measure and that representativeness will not be restored. There is no assurance that the dates announced by the FCA will not change or that the administrator of LIBOR and/or regulators will not take further action that could impact the availability, composi- tion or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is published, and we recommend that you consult your advisors to stay informed of any such develop- ments. Public and private sector industry initiatives are cur- rently underway to implement new or alternative reference rates to be used in place of LIBOR. There is no assurance that any such alternative reference rate will be similar to or produce the same value or economic equivalence as LIBOR or that it will have the same volume or liquidity as did LIBOR prior to its discontinuance or unavailability, which may affect the value or liquidity or return on certain of the Fund's loans, notes, deriva- tives and other instruments or investments comprising some or all of the Fund's investments and result in costs incurred in con- nection with closing out positions and entering into new trades. Interfund Lending Risk. A delay in repayment to the Fund from a borrowing fund could result in lost opportunity costs. Interfund loans are subject to the risk that the borrowing fund could be unable to repay the loan when due. In the case of a default by a borrowing fund and to the extent that the loan is collateralized, the Fund could take possession of collateral that the Fund is not permitted to hold and, therefore, would be required to dispose of such collateral as soon as possible, which could result in a loss to the Fund. Prepayment Risk. The issuer of certain securities may repay principal in advance, especially when yields fall. Changes in the rate at which prepayments occur can affect the return on invest- ment of these securities. When debt obligations are prepaid or when securities are called, the Fund may have to reinvest in securities with a lower yield. The Fund also may fail to recover additional amounts (i.e., premiums) paid for securities with higher coupons, resulting in an unexpected capital loss. State and Local Taxation Risk. The Fund may invest in securities whose interest is subject to state and local income taxes. Consult your tax professional for more information. Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. The Fund's Past Performance This section provides some indication of the risks of investing in the Fund. The bar chart shows how the performance of the Fund's Capital Shares has varied from year to year for the past ten calendar years. The table shows the average annual total returns over the past one year, five years and ten years. To obtain current yield information call 1-800-766-7722. Past performance is not necessarily an indication of how the Fund will perform in the future. 0 Best Quarter 1Q and 2Q 2019 0.57% Worst Quarter 2Q, 3Q and 4Q 2011 0.00% 1Q, 2Q, 3Q and 4Q 2012 1Q, 2Q, 3Q and 4Q 2013 1Q, 2Q, 3Q and 4Q 2014 1Q, 2Q and 3Q 2015 The Fund's year-to-date total return through 3/31/21 was 0.01%. December(For periods ended Past Past Past 1 Year 5 Years 10 Years CAPITAL SHARES 0.37% 1.04% 0.53% Management J.P. Morgan Investment Management Inc. (the adviser) Purchase and Sale of Fund Shares Purchase minimums For Capital Shares To establish an account $50,000,000 To add to an account No minimum levels Certain institutional investors may meet the minimum through the total amount of Capital Shares of the Fund for all such institutional investors with the financial intermediary. You may purchase or redeem shares on any business day that the Fund is open: • Through your financial intermediary • By writing to J.P. Morgan Institutional Funds Service Center, P.O. Box 219265, Kansas City, MO 64121-9265 • After you open an account, by calling J.P. Morgan Institutional Funds Service Center at 1-800-766-7722 Tax Information The Fund intends to make distributions that may be taxed as ordinary income or capital gains, except when your investment is in an IRA, 401(k) plan or other tax -advantaged investment plan, in which case you may be subject to federal income tax upon withdrawal from the tax -advantaged investment plan. Payments to Broker -Dealers and other Financial Intermediaries If you purchase shares of the Fund through a broker -dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the financial intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker -dealer or financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information. SPRO-USGMM-C-721 Dreyfus Government Cash Management Institutional Shares February 28, 2021 Credit Rating Agency Fund Ratings and Other Designations* S&P Moody's �GB1:IIiil1 Investment Manager BNY Mellon Investment Adviser. Inc. Fund Facts NASDAQ Symbol (Class) DGCXX CUSIP Number (Class) 262006208 Inception Date (Class) 3/13/85 Total Net Assets (Fund) $95,512,107,923 Number of Holdings 180 Asset Allocation' 0 U.S.Treasury 41.98% N Repurchase Agreements 38.65% U.S. Government Agency Debt 19.371A kv S Cash Investment Strategies Average Annual Total Returns as of 12/31120 1 Yr 3 Yr 5 Yr 10 Yr 0.37% 1.39% 1.04% 0.52% Average Annual Total Returns as of 2/28121 1 Yr 3 Yr 5 Yr 10 Yr 0.13% 1.33% 1.04% 0.52°% Cumulative Total Returns as of 2/28121 1 M YTD 1 Yr 3 Yr 5 Yr 10 Yr 0.00°% 0.01% 0.13% 4.04% 5.30% 5.37% Current Yields as of 2/28121 30-day yield 0.03% 7-day yield' 0.03% Dividend Policy Declare Daily 7-day yield restated2 -0.13% Pay Monthly Trading Deadlines 5 00 p m ET The performance data quoted represents past performance, which is no guarantee of future results. Current performance may be lower or higher than the performance quoted. Go to dreyfus.com for the fund's most recent month - Minimum Initial Investment $10,000,000 end returns. Yield fluctuates. 30•day yield is based upon dividends per share from net investment Income during the past 30 days, divided by the period ended maximum offering price per share and annualized. Weighted Average Maturity (WAM)r 39 Days Historical Total Return Performance Weighted Average Life to 2020 2019 2018 2017 2016 2015 2014 2013 2012 2011 Ma('urity (WAL)B 103 Days 0.37% 2.09% 1.73% 0.79% 0.24% 0.02% 0.01% 0.01% 0.01% 0.00% Total Expenses4 0.21% Monthly Yield History' (as listed in Prospectus Fee Table) 02121 01121 12120 11/20 10/20 09/20 08/20 07120 06120 05/20 04120 03120 0.03% 0.03°% 0.02% 0,02% 0.02°% 0.03% 0.05°% 0.08°% 0.10% 0.11°% 0.22% 0.78°% Final Maturit0A 1104 60% 5247% a 4o-s: a a' 20% 17.67% 15.34% 5.23� 8.38% i Day 2-7 Days 9-30 Days 31 go Days 91-180 Days 181+ Days As a measure of current income. 7-day yield more closely reflects the fund's current income -generating ab I.ty than the total return. `14 yields quoted reflect the current absorption of certain fund expenses by Bldl' Melon investment Adviser, Inc.. without which yields would be 'restated' asshown above 'Portfolio composition is subject to change at any time. `Please seethe prospectus for expenses as of the,fund's most recent fiscal year-end Operating expenses may vary from month to month 'Any orderin proper form placed with BNY Medan Investment Adviser, Inc. by the funds trading deadline and for which federal funds are received by 6:00 Phi 5T hill beeffective on that date. Investors41 eam the dividend declared on that day ' Data reflects days uribi food maturity for individual port1do securities- 'WAM is a measure of the average maturity of all of the underlying morley market instruments in the fund. weighted to reflect the relative percentage ownership of each instrument, and taking into account applicable 'maturity shortening` provisions provided by Rule 2a•,7. Generally for moneimarket hinds. WAM can be used primarily as a measure of relative sensitivity to interest rate changes. 'WAL Is the WAM of the money market fund calculated without reference to the 'maturity shortennng' provisions cf Rule 2a-7 permitted Ito purposes of calculating WAM. Because WAL does not reflect the rule s -maturity shortening- provisions, WAL will . generally be higher than WAM. Monthly yield history is the annualized distrtiMon rate that is based upon dividends per share from net investment income paid during the period; divided bythe period ended rawdmum offering price per share, adjusted forcapitalgahts (lFANn d i;iW2ruteddudng the period, and . annualired based upon the number of days in the distribution period ifot FDiGfnsured. Vot Bank -Guaranteed. May Lose Value. - BNY MELLON I INVESTMENT MANAGEMENT Dre�jus Government Cash Management - Institutional Shares Fund Goal The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. Investment Approach The fund invests only in securities issued or guaranteed as to princi al and interest by the U.S. government or its agencies or instrumentalities including those with floating or variable rates of Interest), repurchase agreements collateralized solely by cash and/or government securities. and cash. investors should consider the investment objectives, risks, charges, and expenses of a mutual fund carefully before investing. To obtain a prospectus, or summary prospectus, if available, that contains this and other information about the fund, contact your financial professional or visit dreyfus.com. Read the prospectus carefully before investing. You could lose money by investing in a money market fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The fund's sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time. Although, the fund's board has no current intention to impose a fee upon the sale of shares or temporarily suspend redemptions if the fund's liquidity falls below certain levels, the board reserves the ability to do so after providing at least 60 days' prior written notice to shareholders. Dividends, if any are payable pursuant to the fund's stated policy Recent market risks include pandemic nsks related to CO VID-19. The effects of COVID•19 have contributed to Increased volatility in global markets and wN ikely affect certain countries, companies, industries and market sectors more dramatically than others To the extent the fund may overweight its investments in certain countries, companies, industries or market secfors, such positions will increase the fund's exposure to risk of foss from adverse developments affecting those countries, companies, industries or sectors, *Fund ratings are statements of opinion, not statements of factor recommendations to buy, sell or hold the shares of a fund and are subject to change. The portfolids credit quality does not remove market trsks At funds are formally assessed on an annual basis with each of the Dreyfus money market fund ratings affirmed in 2018, However, the funds are subject to ongoing surveillance and the rating agencies may revise the fund rating or outlook at any time. Standard 8 Poor's (S&P) believes that, with a Principal Stability Rating of AAAm, the fund has an extremely strong capacity to maintain principal and stability and to limit exposure to print pal losses due to credit, ma'4t, and/or liquidity risks. For more informallon on rating methodology, visit www.standardandpDors.com. Moody's Investors Service rates money market mutual funds'Aaa-mf if, in Moody s opinion, a fund has a very strong ability to meet the dual objectives of providing liquidity and preserving capital. This rating, which is derived from a combination of Moodys assessment of a fund's Portfolio Credit Profile. Po&olio Stability Profile, and other qualitative factors, is not Intended to consider prospective performance of a fund. For more information on rating methadhiogy. itisil Carr moodys.com Rating agencies may revise or withdraw their ratings at any time, and ratings are not intended to guarantee a fund's performance, nor are %ey intended to s°;re4 the appropriateness of an investment Tne information being provided is general information about our firm and Its products and senrfces. It should not be construed as Investment advice or a recommendation with respect to any product or service. Please consult a legal tax or financial professional in order to determine whether an Investment product or service is appropriate fora particular situation Dre/fus Cash Investment Strategies (Dreyfus CIS) is a division of BNY Melon Investment Adviser, Inc., Dreyfus Cash Solutions is a division of l3.YY Mellon Securities Corporation a registered broker dealer a,sd the Funds' dstnbutor BNY Mellon Investment Adviser. Inc. and BNY Mellon Securities Corporation are afiliated with The Bank of New York Mellon Corporation www.dreyfus.com ©2021 BNY Mellon Securities Corporation, distributor, 240 Greenwich St, New York, NY 10286 0289BFS-DRY-0221 MARK-1 75318-2021-03-04 BNY MELLON I INVESTMENT MANAGEMENT ]Dreyffis Cash Investment Strategies Dreyfus Cash Management Funds Prospectus I June 1, 2020 Institutional Shares Dreyfus Cash Management (DICXX) Dreyfus Government Cash Management (DGCXX) Dreyfus Government Securities Cash Management (DIPXX) Dreyfus Treasury Obligations Cash Management (DTRXX) Dreyfus Treasury Securities Cash Management (DIRXX) Dreyfus AMT-Free Tax Exempt Cash Management (DEIXX) Dreyfus AMT-Free Municipal Cash Management Pius (DIMXX) Dreyfus AMT-Free New York Municipal Cash Management (DIYXX) As w th all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. Contents Fund Summaries Dreyfus Cash Management 1 Dreyfus Government Cash Management 5 Dreyfus Government Securities Cash Management 8 Dreyfus Treasury Obligations Cash Management 11 Dreyfus Treasury Securities Cash Management 14 Dreyfus AMT-Free Tax Exempt Cash Management 17 Dreyfus AMT-Free Municipal Cash Management Plus 20 Dreyfus AMT-Free New York Municipal Cash Management 23 Fund Details Goal and Approach 26 Investment Risks 27 Management 30 Shareholder Guide Buying and Selling Shares General Policies Distributions and Taxes Services for Fund Investors Financial Highlights For More Information See back cover. 32 36 36 37 39 Fund Summary Dreyfus Cash Management Investment Objective The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. Fees and Expenses This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Institutional Shares Management fees .20 Other expenses: A Sharrkelder rehires jeer .00' Nlirtdlarreont other ex pturer Of Total other expenses M Total annual fund operating expenses .21 0 Aomaat repnsmts leis than .01 %. Example The Example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the fund for the time pcnods indicated and then hold or redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 50 o return each yL 3r,�and that the fund's operating expenses remain the same. Although your actual costs may be higher or lower, based c•n these assumptions your costs would be: 1 Year 3 Years 5 Years 10 Years Institutional Shares $22 $68 S118 5268 Principal Investment Strategy To pursue its goal, the fund normally invests in a diversified portfolio of high quality, short-term, dollar denominated debt serurities, including: securities issued or guaranteed as to principal and interest by the U.S. government or its agencies or instrumentalities; certificates of deposit, time deposits, bankers' acceptances and other short-term securities issued by domestic or foreign banks or thrifts or their subsidiaries or branches; repurchase agreements, including tri- party repurchase agreements; asset -backed securities; municipal securities; domestic and dollar -denominated foreign commercial paper and other short-term corporate obligations, including those with floating or variable rates of interest; and dol ar-denominated obligations issued or guaranteed by one or more foreign governments or any of their political subdiviJons or agencies. The fund's investments arc concentrated in the banking industry, because the fund normally invests at least 25°/a of its net assets in domestic or dollar -denominated foreign bank obligations. The fut:d is a money market fund subject to the maturity, quality, liquidity and diversification requirements of Rule 2a.^ under the Investment Company Act of 1940, as amended, although the net asset value of the fund's shares will "float,' meanin . the net asset value will fluctuate with changes in the values of the fund's portfolio securities. Principal Risks An investment in the fund is not a bank deposit. It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. You could lose money by investing in the fund. Because the share price of the fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. The fund's yield will fluctuate as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in securities with different interest rates. The fund may impose a fee upon the sale of shares (a "liquidity fee) or may temporarily suspend your ability to sell shares (a redemption "gate) if the fund's liquidity falls below required minimums because of market conditions or other factors. Neither BNY Mellon Investment Adviser, Inc. nor its affiliates have a legal obligation to provide financial support to the fund, and you should not expect that BNY Mellon Investment Adviser, Inc. or its affiliates will provide financial support to the fund at any time. The following are the principal risks that could reduce the fund's income level and/or share price: • Interest rate risk This risk refers to the decline in the prices of fixed -income securities that may accompany a rise in the overall level of interest rates. A sharp and unexpected rise in interest rates could cause the fund's share price to decline. A low interest rate environment may prevent the fund from providing a positive yield or paying fund expenses out of fund assets and could lead to a decline in the fund's share price. • Liguidity risk. When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value. In such a market, the value of such securities may fall dramatically, potentially leading to a decline in the fund's share price. • Credit risk Failure of an issuer of a security to make timely interest or principal payments when due, or a decline or perception of a decline in the credit quality of the security, can cause the security's price to fall. Although the fund invests only in high quality debt securities, the credit quality of the securities held by the fund can change rapidly in certain market environments, and the default or a significant price decline of a single holding could have the potential to cause significant deterioration of the fund's net asset value. • Floating net asset value risk. The fund does not maintain a stable net asset value per share. The net asset value of the fund's shares will be calculated to four decimal places and will "float," meaning the net asset value will fluctuate with changes in the values of the fund's portfolio securities. You could lose money by investing in the fund. • Liquidity fee and/or redemptiongate risk The fund may impose a fee upon the sale of your shares (a "liquidity fee") or may temporarily suspend your ability to sell shares (a redemption "gate") if the fund's liquidity falls below required minimums because of unusual market conditions, an unusually high volume of redemption requests, redemptions by a few large investors, or other reasons. If a liquidity fee is imposed by the fund, it would reduce the amount you will receive upon the redemption of your shares. A "gate" will suspend your ability to redeem your shares while the gate is imposed and may prevent the fund from being able to pay redemption proceeds within the allowable time period stated in this prospectus. • Banking industry risk. The risks generally associated with concentrating investments in the banking industry include interest rate risk, credit risk, and regulatory developments relating to the banking industry. • Fomiga inpestment risk The risks generally associated with dollar -denominated foreign investments include economic and political developments, seizure or nationalization of deposits, imposition of taxes or other restrictions on payment of principal and interest. • U.S. Treasury securities risk A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate. • Government securities risk Not all obligations of the U.S. government, its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer. Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. • Repurebwe agreement muntroary risk The fund is subject to the risk that a counterparty in a repurchase agreement and/or, for a tri-party repurchase agreement, the third party bank providing payment administration, collateral custody and management services for the transaction, could fail to honor the terms of the agreement. • Municipal securities risk. Municipal securities may be fully or partially backed or enhanced by the taxing authority of a local government, by the current or anticipated revenues from a specific project or specific assets, or by the credit of, or liquidity enhancement provided by, a private issuer. Special factors, such as legislative changes, and state and local economic and business developments, may adversely affect the yield and/or value of the fund's investments in municipal securities. AlarAel risk. The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if cert:a n events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including chant=es to operations and reducing staff. To the extent the fund may overweight its investments in certain companies, industries or market sectors, such positions will increase the fund's exposure to risk of loss from adverse developments affecting those companies, industries or sectors. Performance The following bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the performance of the fund's Institutional shares from year to year. The table shows the average annual total returns of the fund's Institutional shares over time. The fund's past performance is not necessarily an indication of how th, fund will perform in the future. More recent performance information may be available at Year -by -Year Total Retums as of 12/31 each year C,*) Institutional Shares Best Quarter Ql , 2019: 0.650 Worst Quarter 2.05 2.33 Ql,2015: 0.0l°o 1.05 0.14 0.08 0.09 0.04 0.03 0.05 0.34 10 11 12 13 14 15 16 17 18 19 Tbeyrar-to-date foldl alai of the fund f IaPubatlolldl1llaal dt ofAIdab 31, 2020 wru 0.405o. Average Annual Total Returns as of 12/31 / 19 1 Year 5 Years 10 Years Institutional Shares 2.33% 1.16% 0.62% Par At rrrmntyield for Ixttimtienal roans call toll far 1.900-346-3621. Indnrdjuds or entitiesfor whom initibi ioar may pmahwe or redem rbares rboidd tall the invitntlon dint!}. Portfolio Management The fund is managed by Dreyfus Cash Investment Strategics, a division of BNY Mellon Investment Adviser, Inc., the fund's investment adviser. Purchase and Sale of Fund Shares The fur d is designed for institutional investors. In general, the fund's minimum initial investment is $10,001),000, with no miru:num subsequent investment, unless: (a) the investor has invested at least $10,000,000 in the aggregate among the fund and any of the Dreyfus Institutional Liquidity Funds, Cash Advantage Funds, Cash Management Funds or Institutional Preferred Funds; or (b) the investor has, in the opinion of BNY Mellon Institutional Services, adequate intent a d availability of assets to reach a future aggregate level of investment of $10,000,000 in such funds. Certain types o accounts are eligible for lower minimum investments. You may sell (redeem) your shares on any business day by telephone or compatible computer facility. 3 . Tax Information The fund's distributions are taxable as ordinary income or capital gains, except when your investment is through a U.S. tax -advantaged investment plan (n which case you may be taxed upon withdrawal of your investment from such account). Payments to Broker -Dealers and Other Financial Intermediaries If you purchase shares through a broker -dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. To the extent that the intermediary may receive lesser or no payments in connection with the sale of other investments, the payments from the fund and its related companies may create a potential conflict of interest by influencing the broker -dealer or other intermediary and your financial representative to recommend the fund over the other investments. This potential conflict of interest may be addressed by policies, procedures or practices adopted by the financial intermediary. As there may be many different policies, procedures or practices adopted by different intermediaries to address the manner in which compensation is earned through the sale of investments or the provision of related services, the compensation rates and other payment arrangements that may apply to a financial intermediary and its representatives may vary by intermediary. Ask your financial representative or visit your financial intermediary's website for more information. Fund Summary Dreyfus Government Cash Management Investment Objective The fu d seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. Fees and Expenses This table describes the fees and expenses that You may Dar if You buv and hold shares of the fund. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) _ Institutional Shares Management fees .20 Other expenses: Sliarebolder sewicet fees .00, Afircellmleous other expen res .01 Total other expenses ,01 Total annual fund operating expenses .21 *Anroa••t np+rsents tur Man .0' Example The Ex ample is intended to help you compare the cost of investing in the fund with die cost of investing in other mutual unds. The Example assumes that you invest $10,000 in the fund for the time periods indicated and then hold or redeem all of your ~hares at the end of those periods. The Example also assumes that your investment has a 50 o return each ye it and that the fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 3 Years 5 Years 10 Years Institutional Shares $22 $t38 $118 $268 Principal Investment Strategy The fund pursues its investment objective by investing only in government securities (i.e., securities issued or guaranteed as to pr ncipal and interest by the U.S. government or its agencies or instrumentalities, including those with floating or variable rates of interest), repurchase agreements collateralized solely by government securities and/or cash, and cash. The fund is a money market fund subject to the maturity, quality, liquidity and diversification requirements of Rule 2a under the Investment Company Act of 1940, as amended, and seeks to maintain a stable share price of $1.00. The fund is a "government money market fund," as that term is defined in Rule 2a-7, and as such is requited to invest at least 99 50 o of its total assets in securities issued or guaranteed as to principal and interest by the U.S. government or its agencies or instrumentalities, repurchase agreements collateralized solely by cash and/or government securities, and cash. The fund normally invests at least 800 o of its net assets in government securities and repurchase agreements collaterAzed solely by government securities (i.e., under normal circumstances, the fund will not invest more than 200 0 of its nr. t assets in cash and/.or repurchase agreements collateralized by cash). The securities in which the fund invests - include those backed by the full faith and credit of the U.S. government, which include U.S. Treasury securities as well as securiti, s issued by certain agencies of the U.S. government, and those that are neither insured nor�guaranteed by the U.S. government. Principal Risks An investment in the fund is not a bank deposit. It is not insured or guaranteed by the Federal Deposit Insurance Corpor..tion (FDIC;; or any other government agency. You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund's yield will fluctuate as the short-term securities to its portfolio mature or are sold and the proceeds are reinvested in securities with different interest rates. The fund currently is not permitted to impose a fee upon the sale of shares (a "liquidity fee') or temporarily suspend redemptions (a redemption "gate") under distressed conditions as some other types of money market funds are, and the fund's board has no intention to impose a liquidity fee or redemption gate. Neither BNY Mellon Inestment Adviser, Inc. nor its affiliates have a legal obligation to provide financial support to the fund, and you should not expect that BNY Mellon Investment Adviser, Inc. or its affiliates will provide financial support to the fund at any time. The following are the principal risks that could reduce the fund's income level and/or share price: • Intrrest rate risk. This risk refers to the decline in the prices of fixed -income securities that may accompany a rise in the overall level of interest rates. A sharp and unexpected rise in interest rates could impair the fund's ability to maintain a stable net asset value. A low interest rate environment may prevent the fund from providing a positive yield or paying fund expenses out of fund assets and could impair the fund's ability to maintain a stable net asset value. • liquidity risk. When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value. In such a market, the value of such securities may fall dramatically, potentially impairing the fund's ability to maintain a stable net asset value. • U.S- Tr; aw9 seauriti�s risk. A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate. • Goven uzlent searrilvs risk. Not all obligations of the U.S. government, its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer. Any guarantee by the U.S. govermncnt or its ag ncie,, or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. ■ Rep/lnhase agmenlent eanuleuparty risk. The fund is subject to the risk that a counterparty in a repurchase agreement could fail to honor the terms of the agreement. • Market risk. The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments. Events such as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments. Performance The following bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the performance of the fund's Institutional shares from year to year. The table shows the average annual total returns of the fund's Institutional shares over time. The fund's past performance is not necessarily an indication of how the fund will perform in the future. More recent performance information may be available at u��w�r�y fus.cr2m. Year -by -Year Total Returns as of 12/31 each year C o) Institutional Shares 0.04 0.00 0.01 0.01 10 11 12 13 1.73 209 0.01 002 0.24 0.79 14 15 16 17 18 19 Tbryrerr-lo-drrle local rrhtrn of lbefundIr Inttiluliorrat dram at ofAto,;1 31, 2020 nar a31°c. Average Annual Total Returns as of 12/31 / 19 Best Quarter Q2, 2019: 0.57% Worst Quarter Q4, 2011: 0.00% 1 Year 5 Years 10 Years Institutional Shares 2.090% 0.97% 0.49% I -or the nrnrntyald forinmlalionat rbam rail toll fin 1400 346-3621. /adinduatr or enithesfor when inrliludons nmy p1vr&ue or Rdeem shams AonW tall tux insfitwion dimaly. Portfolio Management The fund is managed by Dreyfus Cash Investment Strategies, a division of BNY Mellon Investment Adviser, Inc., the fund's investment adviser. Purchase and Sale of Fund Shares The fund is designed for institutional investors. In general, the fund's minimum initial investment is $10,000,000, with no minimum subsequent investment, unless: (a) the investor has invested at least $10,000,000 in the aggregate among the fund and any of the Dreyfus Institutional liquidity Funds, Cash Advantage Funds, Cash Management Funds or Institutional Preferred Funds; or (b) the investor has, in the opinion of BNY Mellon Institutional Services, adequate intent and availability of assets to reach a future aggregate level of investment of $10,000,000 in such funds. Certain types of accounts are eligible for lower minimum investments. You may sell (redeem) your shares on any business day by telephone or compatible computer facility. Tax Information The fund's distributions are taxable as ordinary income or capital gains, except when your investment is through a U.S. tax -advantaged investment plan (n which case you may be taxed upon withdrawal of your investment from such account). Payments to Broker -Dealers and Other Financial Intermediaries If you purchase shares through a broker -dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. To the extent that the intermediary may receive lesser or no payments in connection with the sale of other investments, the payments from the fund and its related companies may create a potential conflict of interest by influencing the broker -dealer or other intermediary and your financial representative to recommend the fund over the other investments. This potential conflict of interest may be addressed by policies, procedures or practices adopted by the financial intermediary. As there may be many different policies, procedures or practices adopted by different intermediaries to address the manner in which compensation is earned through the sale of investments or the provision of related services, the compensation rates and other payment arrangements that may apply to a financial intermediary and its representatives may vary by intermediary. Ask your financial representative or visit your financial intermediary's website for more information. Fund Summary Dreyfus Government Securities Cash Management Investment Objective The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. Fees and Expenses This table. describes the fees and expenses that you may pay if you buy and hold shares of the fund. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Institutional Shares Management fees .20 ®flier expenses: Shareholder serviar frrr .00' A&crllaneoar other expenses .02 Total other expenses 2 Total annual fund operating_ expenses .22 ;At-lont frpnnnts leer than .01 %. Example The Example is intended to help you compare the cost of investing in the fund with die cost of investing in other mutual funds. The Example assumes that you im est $10,000 in the fund for the time periods indicated and then hold or redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 50 u return each year and that the fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assum tions your costs would be: 1 Year 3 Years 5 Years 10 Years Institutional Shares $23 $71 S124 $280 Principal Investment Strategy The fund pursues its investment objective by investing only in government securities (i.e., securities issued or guaranteed as to principal and interest by the U.S. government or its agencies or instrumentalities, including those with floating or variable rates of interest) and cash. The fund is a money market fund subject to the maturity, quality, liquidity and diversification requirements of Rule 2a-7 under the Investment Company Act of 1940, as amended, and seeks to maintain a stable share price of $1.00. The fund is a "govcrnment m:)ney market fund," as that term is defined in Rule 2a 7, and as such is required to invest at least 99.5% of its total assets in securities issued or guaranteed as to principal and interest by the U.S. government or its agencies or instrumentalities, repurchase agreements collateraliyed solely by cash and/or government securities, and cash. The fund normally invests at least 80" of its net assets in government securities (i.e., under normal circumstances, the fund will not invest more than 200/t) of its net assets in cash'-, and typically invests exclusively in government securities. The securities in which the fund invests include those backed by the full faith and credit of the U.S. government, which include U.S. Treasury- securities as well as securities issued by certain agencies of the U.S. government, and those that are neither insured nor guaranteed by the U.S. government. While the fund is permitted to invest in the full range of government securities, the fund currently is managed so that income paid by the fund will be exempt from state and local taxes. Because rules regarding the state and local taxation of dividend income can differ from state to state, investors are urged to consult their tax advisers about the taxation of the fund's dividend income in their state and locality. Principal Risks An investment in the fund is not a bank deposit. It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it Rill do so. The fund's yield will fluctuate as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in securities with different interest rates. The fund currently is not permitted to impose a fee upon the sale of shares (a "liquidity fee') or temporarily suspend redemptions (a redemption "gate",, under distressed conditions as some other types of money market funds are, and the fund's board has no intention to impose a liquidity fee or redemption gate. Neither BNY 11 ellon Investment Adviser, Inc. nor its affiliates have a legal obligation to provide financial support to the fund, and you should not expect that BNY Mellon Investment Adviser, Inc. or its affiliates will provide financial support to the f mi l at any time. The following are the principal risks that could reduce the fund's income level and/or share price: • haere. t rats nsk. This risk refers to the decline in the prices of fixed -income securities that may accompany a rise in the overall level of interest rates. A sharp and unexpected rise in interest rates could impair the fund's ability to maintain a stabl( net asset value. A low interest rate environment may prevent the fund from pro% iding a positive yield or paying fund expenses out of fund assets and could impair the fund's ability to maintain a stable net asset value. • Ugtadit risk. When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value. In such a market, the value of such securities may fall dramatically, potentially impairing the fund's ability to maintain a stable net asset . alue. • U.S. Trrasug securities risk. A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate. • Gouenttttent secnities risk. Not all obligations of the U.S. government, its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer. Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the marker value of such security or to shares of the fund itself. • Mark t risk. The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments. Events such as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments. Performance The following bar chart and table provide some indication of the risks of in esting in the fund. The bar chart shoat's changes in the performance of the fund's Institutional shares from year to year. The table shows the average annual total returns of the fund's Institutional shares over time. The fund's past performance is not necessarily an indication of how the fund will perform in the future. More recent performance information may be available at www_ rey fus_crun. Year -by -Year Total Returns as of 12/31 each year (°u) Institutional Shares 0.01 0.00 0.00 0.00 Best Quarter Ql, 2019. 0.56 ° 201 Worst Quarter 1.68 Q3, 2015: 0.00° o 0.00 0.00 0.20 0.73 - l 10 11 12 13 14 15 16 17 18 19 TbeyaMa-date total trtum ofibe funds Lutitutionat shams as of dfan4 31, 2020 nits 0 31 Average Annual Total Returns as of 12/31 / 19 1 Year 5 Years 10 Years Institutional Shares 2.01 % 0.9200 0.46" For the n•mnt yuld for Instrtutmal skasu taY roll fm 1.800.346 3621. Lsdnsduats or eahkes for mbani enstrtu& Jmgbtior three*. Portfolio Management The fund is managed by Dreyfus Cash Investment Strategies, a division of BNY Mellon Investment Adviser, Inc., the fund's investment adviser. Purchase and Sale of Fund Shares The fund is designed for institutional investors. In general, the fund's minimum initial investment is $10,000,000, with no minimum subsequent investment, unless: (a) the investor has invested at least $10,000,000 in the aggregate among the fund and any of the Dreyfus Institutional Liquidity Funds, Cash Advantage Funds, Cash Management Funds or Institutional Preferred Funds; or (b) the investor has, in the opinion of BNY Mellon Institutional Services, adequate intent and availability of assets to reach a future aggregate level of investment of $10,000,000 in such funds. Certain types of accounts are eligible for lower minimum investments. You may sell (redeem) your shares on any business day by telephone or compatible computer facility. Tax Information The fund's distributions are taxable as ordinary income or capital gains, except when your investment is through a U.S. tax -advantaged investment plan (in which case you maybe taxed upon withdrawal of your investment from such account). Payments to Broker -Dealers and Other Financial Intermediaries If you purchase shares through a broker -dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. To the extent that the intermediary may receive lesser or no payments in connection with the sale of other investments, the payments from the fund and its related companies may create a potential conflict of interest by influencing the broker -dealer or other intermediary and your financial representative to recommend the fund over the other investments. This potential conflict of interest may be addressed by policies, procedures or practices adopted by the financial intermediary. As there may be many different policies, procedures or practices adopted by different intermediaries to address the manner in which compensation is earned through the sale of investments or the provision of related services, the compensation rates and other payment arrangements that may apply to a financial intermediary and its representatives may vary by intermediary. Ask your financial representative or visit your financial intermediary's website for more information. 10 Fund Summary Dreyfus Treasury Obligations Cash Management Investment Objective The fur d seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. Fees and Expenses This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Management fees Other expenses- Sharebolder servicesjeer Alisal/aaeais other ex pms&r Total other expenses Total annual fund operating expenses * Amdm t rrpments Ars than .O1 ".. Example Institutional Shares .20 .00' .01 The Ex kmple is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the fund for the time periods indicated and then hold or redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5° o return each year and that the fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 3 Years 5 Years 10 Years Institu ional Shares $22 $68 $118 $268 Principal Investment Strategy The fund pursues its investment objective by investing only in U.S. Treasury securities, repurchase agreements collateralized solely by U.S. Treasury securities and cash. The fund is a money market fund subject to the maturity, quality, liquidity and diversification requirements of Rule 2a-7 under the Investment Company Act of 1940, as amended, and seeks to maintain a stable share price of $1.00. The fund is a "government money market fund," as that term is defined in Rule 2a-7, and as such is required to invest at least 99 50 o of its total assets in securities issued or guaranteed as to principal and interest by the U.S. government or its agencic or instrumentalities, repurchase agreements collateralized solely by cash and/or government securities, and cash. The fund normally invests at least 80% of its net assets in U.S. Treasury securities and repurchase agreements collater..lized solely by U.S. Treasury securities (i.e., under normal circumstances, the fund will not invest more than 20' of its net assets in cash or repurchase agreements collateralized by cash), and typically invests exclusively in such securitic s. Principal Risks An investment in the fund is not a bank depotiit. It is not insured or guaranteed by the Federal Deposit Insurance Corpor. tion (FDIC) or any other government agency. You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund's yield will fluctuate as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in securities with different interest rates. The fund currently is not permitted to impose a fee upon the sale of shares (a "liquidity 11 fee') or temp.)rarily suspend redemptions (a redemption "gate") under distressed conditions as some other types of money market funds are, and the fund's board has no intention to impose a liquidity fee or redemption gate. Neither BNY Mellon Investment Adviser, Inc. nor its affiliates have a legal obligation to provide financial support to the fund, and you should not expect that BNY Mellon Investment Adviser, Inc. or its affiliates will provide financial support to the fund at any time. The following are the principal risks that could reduce the fund's income level and/or share price: • haerew rate risk. Tltis risk refers to the decline in the prices of fixed -income securities that may accompany a w c in the overall level of interest rates. A sharp and unexpected rise in interest rates could impair the fund's ability to maintain a stable net asset value. A low interest rate environment may prevent the fund from providing a positive yield or paying fund expenses out of fund assets and could impair the fund's ability to maintain a stable net asset value. • Liquidity risk. When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value. In such a market, the value of such securities may fall dramatically, potentially impairing the fund's ability to maintain a stable net asset value. • U.S. Trrastgy secutrties 17sk. A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will Fluctuate. • Repurchase agreu»eztl counleiparty nsk. The fund is subject to the risk that a counterparty in a repurchase agreement could fail to honor the terms of the agreement. • Afarket task. The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments. Events such as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments. Performance The following bar chart and table prov ide some indication of the risks of investing in the fund. The bar chart shows changes in the performance of the fund's Institutional shares from year to year. The table shows the average annual total returns of the fund's Institutional shares over time. The fund's past performance is not necessarily an indication of how the fund will perform in the future. More recent performance information may be available at wwwdre} fus.com. Year -by -Year Total Returns a�, of 12/31 each year CA) Institutional Shares U.01 0.01 10 11 1.72 2.06 - 0.01 0.01 0.01 0.02 0.20 0.75- 12 13 14 15 16 17 18 19 T6r.yrar-to-date total rehmr ojtbefiund; lurdlptionalJhaeCJ pf OfAfa.:1 31, 1020 wat 0.30%. Average Annual Total Returns as of 12/31/19 Best Quarter Q1, 2019: 0.57% Worst Quarter Ql, 2010: 0.00% 1 Year 5 Years 10 Years Institutional Shares 2.06% 0.95% 0.480" Am artist jkld for Inslawlional chant tall toll free 1400-30-3621. Indiridaals or entities for wboal institution mag parbate or red ur tbaru rhoald real d lotion direly, Portfolio Management The fund is managed by Dreyfus Cash Investment Strategies, a division of BNY Mellon Investment Adviser, Inc., the fund's investment adviser. Purchase and Sale of Fund Shares The fund is designed for institutional investors. In general, the fund's minimum initial investment is $10,000,000, with no minimum subsequent investment, unless: (a) the investor has invested at least $10,000,000 in the aggregate among the fund and any of the Dreyfus Institutional Liquidity Funds, Cash Advantage Funds, Cash Management Funds or 12 Institutional Preferred Funds; or (b) the investor has, in the opinion of BNY Mellon Institutional Services, adequate intent and availability of assets to reach a future aggregate level of investment of 310,000,000 in such funds. Certain types of accounts are eligible for lower minimum investments. You may sell (redeem) your shares on any business day by telephone or compatible computer facility. Tax Information The fund's distributions are taxable as ordinary income or capital gains, except when your investment is through a U.S. tax -advantaged investment plan (n which case you may be taxed upon withdrawal of your investment from such account). Payments to Broker -Dealers and Other Financial Intermediaries If you purchase shares through a broker -dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. To the extent that the intermediary may receive lesser or no payments in connection with the sale of other investments, the payments from the fund and its related companies may create a potential conflict of interest by influencing the broker -dealer or other intermediary and your financial representative to recommend the fund over the other investments. This potential conflict of interest may be addressed by policies, procedures or practices adopted by the financial intermediary. As there may be many different policies, procedures or practices adopted by different intermediaries to address the manner in which compensation is earned through the sale of investments or the provision of related services, the compensation rates and other payment arrangements that may apply to a financial intermediary and its representatives may vary by intermediary. Ask your financial representative or visit your financial intermediary's website for more information. Fund Summary Dreyfus Treasury Securities Cash Management Investment Objective The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. Fees and Expenses This table describes the fees and expenses that you may a , if you buy and hold shares of the fund. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Institutional Shares Management fees .20 Other expenses: Sbambolder semirts fees .00` Miseelktneottr Wier expenses .01 Total other expenses O1 Total annual fund operating expenses .21 ' . Iiuount i-epirrottr Ielf tba+r .01 °!-. Example The Example is intended to help you compare the cost of investing in the fund with the cost of inesting in other mutual funds. The Example assume, that you invest $10,000 in the fund for the time periods indicated and then hold or redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 50 o return each year and that the fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 3 Years 5 Years 10 Years Institutional Shares $22 $68 S118 $268 Principal Investment Strategy The fund pursues its investment objective by investing only in U.S. Treasury securities (i.e., securities issued or guaranteed as to principal and interest by the U.S. government, including those with floating or variable rates of interest; and cash. The fund is a money market fund subject to the maturity, quality, liquidity and diversification requirements of Rule 2a-7 under the Investment Company Act of 1940, as amended, and seeks to maintain a stable share price of $1.00. The fund is a "government money market fund". As that term is defined in Rule 2a-7, the fund is required to invest at least 99.5% of its total assets in securities issued or guaranteed as to principal and interest by the U.S. government or its agencies or instrumentalities, repurchase agreements collateralized solely by cash and/or government securities, and cash The fund, however, typically invests exclusively in U.S. Treasury securities and cash, and it does not invest in securities issued or guaranteed by U.S. government agencies or instrumentalities or repurchase agreements. The fund normall) invests at least 800 of its net assets in U.S. Treasury securities (.e., under normal circumstances, the fund will not invest more than 20' o of its net assets in cash). The fund is managed so that income paid by the fund will be exempt from state and local taxes. Because rules regarding the state and local taxation of dividend income can differ from state to state, investors are urged to consult their tax advisers about the axation of the f ind's dividend income in their state and locality. Principal Risks An investment in the fund is not a bank deposit. It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. You could lose money by investing in the fund. Although the 14 fund seeks to preven a the value of your im estment at $1.00 per share, it cannot guarantee it will do so. The fund's }Meld will fluctuate as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in securities with di -ferent interest rates. The fund currently is not permitted to impose a fee upon the sale of shares (a "hquidit- fee") or temporarily suspend redemptions (a redemption "gate") under distressed conditions as some other types of money market funds are, and the fund's board has no intention to impose a liquidity fee or redemption gate. Neither BNY Ai.ellon Investment Adviser, Inc. nor its affiliates have a legal obligation to provide financial support to the fund, and you should not expect that BN1Y Mellon Investment Adviser, Inc. or its affiliates will provide financial support to the fund at any time. The following are the principal risks that could reduce the fund's income level and/or share price: • Intere-t rah risk. Thus risk refers to the decline in the prices of fired -income securities that may accompany a rise in the overall level of interest rates. A sharp and unexpected rise in interest rates could impair the fund's ability to maintain a stable net asset value. A low interest rate environment may prevent the fund from providing a positive }Meld or paying fund expenses out of fund assets and could impair the fund's ability to maintain a stable netasset value. • Ligw lily risk. When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value. In such a market, the value of such securities may fall dramatically, potentially impairing the fund's ability to maintain a stable net asset value. • U.S. Treasuig, securities risk. A security backed by the U.S. Treasury or the full faith :and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate. • Market risk. The value of the securities in which the fund invests may be affected by political, regulatory, economic and s )cial developments. Events such as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments. Performance The fo owing bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows change in the performance of the fund's Institutional shares from )car to year. The table shows the average annual total returns of the fund's Institutional shares over time. The fund's past performance is not necessarily an indication of how the fund will perform in the future. More recent performance information may be available at www.drevfus.com. Year -by -Year Total Returns as of 12/31 each year C o) Institutional Shares 000 0.00 0.00 0.00 10 11 12 13 1.69 2.03 0.00 0.00 0.17 0.72 14 15 16 17 18 19 The jearto-date total rttnnt after fnnd'i Lutitntionall4nnt asoJAlarch 31, 2020 sat 0.31'v. Best Quarter Q2, 2019: 0.56% Worst Quarter Q3, 2015: 0.00% Average Annual Total Returns as of 12/31/19 1 Year 5 Years 10 Years Institntional Shares 2.03% 0.92% 0.46% Fortlx :•nrrntyirld fcrinflitutionalsboret ra//!a/l fiee 1.Y00 346 3G21. LtfittdiraG or nttili[s formbom intlitutionr may pntrbare or ttdtrm 1Gartr tbauld tall the ittJtitabatt dirretlj: Portfolio Management The fund is managed by Dreyfus Cash Investment Strategies, a division of BNY !Mellon Investment Adviser, Inc., the fund's investment adviser. is Purchase and Sale of Fund Shares The fund is designed for institutional investors. In general, the fund's minimum initial investment is $10,000,000, with no minimum subsequent investment, unless: (a) the investor has invested at least $10,000,000 in the aggregate among the fund and any of the Dreyfus Institutional Liquidity Funds, Cash Advantage Funds, Cash Management Funds or Institutional Preferred Funds; or (b) the investor has, in the opinion of BNY Mellon Institutional Services, adequate intent and availability of assets to reach a future aggregate level of investment of $10,000,000 in such funds. Certain types of accounts are eligible for lower minimum investments. You may sell (redeem) your shares on any business day by telephone or compatible computer facility. Tax Information The fund's distributions are taxable as ordinary income or capital gains, except when your investment is through a U.S. tax -advantaged investment plan (n which case you may be taxed upon withdrawal of your investment from such account). Payments to Broker -Dealers and Other Financial Intermediaries If you purchase shares through a broker -dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. To the extent that the intermediary may receive lesser or no payments in connection with the sale of other investments, the payments from the fund and its related companies may create a potential confect of interest by influencing the broker -dealer or other intermediary and your financial representative to recommend the fund over the other investments. This potential conflict of interest may be addressed by policies, procedures or practices adopted by the financial intermediary. As there may be many different policies, procedures or practices adopted by different intermediaries to address the manner in which compensation is earned through the sale of investments or the provision of related services, the compensation rates and other payment arrangements that may apply to a financial intermediary and its representatives may vary by intermediary. Ask your financial representative or visit your financial intermediary's website for more information. 16 Fund Summary Dreyfus AMT-Free Tax Exempt Cash Management Investment Objective The fund seeks as high a level of current -income exempt from federal income tax as is consistent with the preservation of capital and the maintenance of liquidity. Fees and Expenses This table describes the fees and expenses that you may- pay if jou buy and hold shares of the fund. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Institutional Shares Management fees .20 Other expenses: l Sharebald: r r: rvic,s fees .02 Aliurlla*,vu W., r expeauia .04 Total ..)ther expenses (,06 Total annual fund operating expenses .26 Example The Eximple is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the fund for the time periods indicated and then hold or redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 50 o return each year and that the fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these as um tions our costs would be: 1 Year 3 Years 5 Years 10 Years Institutional Shares $27 $84 $146 $331 Principal Investment Strategy To pursue its goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligati )ns that provide income exempt from federal income taxes. The fund also may invest in high quality, short-term structured notes, which are derivative instruments whose value is tied to underlying municipal obligations. In addition, the fund may imvrst temporarily in high quality, taxable money market instruments, including when the portfolio manager belie% es that acceptable municipal obligations are unavailable for investment. Although the fund i� permitted to invest up to 200 o of its assets in municipal obligations that provide income that may be subject to the federal alternative minimum tax, the fund currently is managed so that income paid by the fund will not be subject to the federal alternative minimum tax. The fund is a money market fund subject to the maturity, quality, liquidity and diversification requirements of Rule 2a-7 under the Investment Company Act of 1940, as amended, although the net asset value of the fund's shares will "float," meaning the net asset value will fluctuate with changes in the values of the fund's portfolio securities. Principal Risks An investment in the fund is not a bank deposit. It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. You could lose money by investing in the fund. Because the share price of the fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. The fund's yield will fluctuate as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in securities with different interest rates. The fund may impose a fee upon the sale of shares (a 17 "liquidity fee") or may temporarily suspend your ability to sell shares (a redemption "gate") if the fund's liquidity falls below required minimums because of market conditions or other factors. Neither BNY Mellon Investment Adviser, Inc. nor its affiliates have a legal obligation to pro�ride financial support to the fund, and you should not expect that BNY Mellon Investment Adviser, Inc. or its affiliates will provide financial support to the fund at any time. The following are the principal risks that could reduce the fund's income level and/or share price: • Interest rale risk. This risk refers to the decline in the prices of fixed -income securities that may accompany a rise in the overall level of interest rates. A sharp and unexpected rise in interest rates could cause the fund's share price to decline. A low interest rate environment may prevent the fund from providing a positive yield or paying fund expenses out of fund assets and could lead to a decline in the fund's share price. • Uquidity ruk. When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value. In such a market, the value of such securities may fall dramatically, potentially leading to a decline in the fund's share price. • Crrdit risk. Failure of an issuer of a security to make timely interest or principal payments when due, or a decline or perception of a decline in the credit quality of the security, can cause the security's price to fall. Although the fund invests only in high quality debt securities, the credit quality of the securities held by the fund can change rapidly in certain market environments, and the default or a significant price decline of a single holding could have the potential to cause significant deterioration of the fund's net asset value. • Floating net asset vahrc risk. The fund does not maintain a stable net asset value per share. The net asset value of the fund's shares will be calculated to four decimal places and will "float," meaning the net asset ealue will fluctuate with changes in the values of the fund's portfolio securities. You could lose money by investing in the fund. • L.igrudity fee and/or redem/01iongate risk. The fund may impose a fee upon the sale of your shares (a "liquidity fee". or may temporarily suspend your ability to sell shares (a redemption "gate) if the fund's liquidity falls below required minimums because of unusual market conditions, an unusually ]ugh volume of redemption requests, redemptions by a few large investors, or other reasons. If a liquidity fee is imposed by die fund, it would reduce the amount you will receive upon the redemption of your shares. A "gate" will suspend your ability to redeem your shares while the gate is imposed and may prevent the fund from being able to pa) redemption proceeds within the allowable time period stated in this prospectus. ■ Afunidpal seanities risk. Municipal securities may be fully or partially backed or enhanced by the taxing authority of a local government, by the current or anticipated revenues from a specific project or specific assets, or by the credit of, or liquidity enhancement provided by, a private issuer. Special factors, such as legislative ehangct, and state and local economic and business developments, may adversely affect the yield and/or value of the fund's investments in municipal securities. • Dmanred notes risk. Structured notes, a type of derivative instrument, can be volatile, and the possibility of default by the financial institution or counterparty may be greater for these instruments than for other types of money market instruments. Structured notes typically are purchased in privately negotiated transactions from financial institutions and, thus, an active trading market for such instruments may not exist. ■ Tax risk. To be tax-exempt, municipal obligations generally must meet certain regulatory requirements. If any such municipal obligation fails to meet these regulatory requirements, the interest received by the fund from its investment in such obligations and distributed to fund shareholders will be taxable. • Market risk. The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments. Events such as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments. Performance The following bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the performance of the fund's Institutional shares from year to year. The table shows the average annual total returns of the fund's Institutional shares over time. The fund's past performance is not necessarily an indication of how the fund will perform in the future. More recent performance information may be available at mmay.dre} fus.com. 18 Year -by -Year Total Returns as of 12/31 each year (%) Institutional Shares Best Quarter Q2, 2019: 0.38% 1.25 1.32 Worst Quarter 0.10 0.03 0.00 0.00 0.01 0.01 0.23 0'59 Q3, 2015: 0.00% 10 11 12 13 14 15 16 17 18 19 TbtyaMo-daft told nlam of lbr fMnd'f 1whimhond Adme at of bimrb 31, 20V cwr 0.32r/o. Average Annual Total Returns as of 12/31 / 19 1 Year 5 Years 10 Years Institutional Shares 1.32% 0.68% 0.35% For the tamntyit/d for1widutional Adm m// foll fire 1400-30-3621. lndiridnab or tnhiitr forrdboni inswulionr wgp*n6an ortrArm sbwrs rboa/d tdl/Me hatilahon dirrd/y. Portfolio Management The fund is managed by Dreyfus Cash Investment Strategies, a division of BNY Mellon Investment Adviser, Inc., the fund's investment adviser. Purchase and Sale of Fund Shares The fund is designed for institutional investors. In general, the fund's minimum initial investment is $10,000,000, with no minimum subsequent investment, unless: (a) the investor has invested at least $10,000,000 in the aggregate among the fund and any of the Dreyfus Institutional Liquidity Funds, Cash Advantage Funds, Cash Management Funds or Institutional Preferred Funds; or (b) the investor has, in the opinion of BNY Mellon Institutional Services, adequate intent and availability of assets to reach a future aggregate level of investment of $10,000,000 in such funds. Certain types of accounts are eligible for lower minimum investments. You may sell (redeem) your shares on any business day by telephone or compatible computer facility. Tax Information The fund anticipates that dividends paid by the fund generally will be exempt from federal income tax. However, the fund may realize and distribute taxable income and capital gains from time to time as a result of the fund's normal investment activities. Payments to Broker -Dealers and Other Financial Intermediaries If you purchase shares through a broker -dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. To the extent that the intermediary may receive lesser or no payments in connection with the sale of other investments, the payments from the fund and its related companies may create a potential confect of interest by influencing the broker -dealer or other intermediary and your financial representative to recommend the fund over the other investments. This potential conflict of interest may be addressed by policies, procedures or practices adopted by the financial intermediary. As there may be many different policies, procedures or practices adopted by different intermediaries to address the manner in which compensation is earned through the sale of investments or the provision of related services, the compensation rates and other payment arrangements that may apply to a financial intermediary and its representatives may vary by intermediary. Ask your financial representative or visit your financial intermediary's website for more information. Fund Summary Dreyfus AMT-Free Municipal Cash Management Plus Investment Objective The fund seeks as high a level of current income exempt from federal income tax as is consistent with the preservation , �f capital and the maintenance of liquidity. Fees and Expenses This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Institutional Shares Management fees .20 Ocher expenses: Sbarebalder sendees jeer .03 tbliscellin -r #6 r etpeaset .35 Total other expenses Total annual fund operating expenses .5$ Example The Example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the fund for the time periods indicated and then hold or redeem all of your shares at the end of those periods. The Example also assumes that your. investment has a 51 o return each year and that the fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 3 Yeats 5 Years 10 Years Institutional Shares $59 $186 $324 $726 Principal Investment Strategy To pursue its goal, thr fund normally invests at least 800 o of its net assets in short-term, high quality municipal obligations that provide income exempt from both federal income taxes and the federal alternative minimum tax. The fund also may invest in high quality, short-term structured notes, which are derivative instruments whose value is tied to underlying municipal obligations. In addition, the fund may invest temporarily in high quality, taxable money market instruments, including when the portfolio manager believes that acceptable municipal obligations are unavailable for investment. The fund is a money market fund subject to the maturity, quality, liquidity and diversification requirements of Rule 2a-7 under the Investment Company Act of 1940, as amended, :and seeks to maintain a stable share price of $1.00. Principal Risks An investment in the fund is not a bank deposit. It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund's yield will fluctuate as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in securities with different interest rates. The fund may impose a fee upon the sale of your shares (a "liquidity fee") or may temporarily suspend your ability to sell shares (a redemption "gate") if the fund's liquidity falls below required minimums because of market conditions or other factors. Neither BNY Mellon Investment Adviser, Inc. nor its affiliates have a legal obligation to provide financial support to the fund, and you should not expect that BNY Mellon Investment 20 Adviser, Inc. or its affiliates will provide Financial support to the fund at any time. The following are the principal risks that could reduce the fund's income level and 'or share price: • Interest rate risk. This risk refers to the decline in the prices of fixed income securities that may accompany a rise in the overall level of interest rates. A sharp and unexpected rise in interest rates could impair the fund's ability to maintain a stable net asset value. A low interest rate environment may prevent the fund from providing a positive yield or paying fund expenses out of fund assets and could impair the fund's ability to maintain a stable net asset value. • Ligrridih risk. When there is little or no actin c trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner .it or near their perceived value. In such a market, the value of such securities may fall dramatically, potentially impairing the fund's abilir to maintain a stable net asset value. • Credit risk Failure of an issuer of a security- to make timely interest or principal payments when due, or a decline or perception of a decline in the credit quality of the security, can cause the security's price to fall. Although the fund invests only in high quality- debt securities, the credit quality of the securities held by the fund can change rapidly in certain market environments, and the default or a significant price decline of a single holding could impair the fund's ability to maintain a stable net asset value. • Afauiripa/serrrrities risk Municipal securities may be fully or partially backed or enhanced by the taxing authority of a local overnment, by the current or anticipated revenues from a specific project or specific assets, or by the credit of, or ligdity enhancement provided by, a private issuer. Special factors, such as legislative changes, and state and local economic and business developments, may adversely affect the yield and/or the fund's ability to maintain a stable net asset value. • Sirnaured times tick. Structured notes, a type of derivative instrument, can be volatile, and the possibility of default by the financial institution or counterparty may be greater for these instruments than for other types of money market instruments. Structured notes typically are purchased in privately negotiated transactions from financial institutions and, thus, an active trading market for such instruments may not exist. • Tax r• k. To be tax-exempt, municipal obligations generally must meet certain regulatory requirements. if any such municipal obligation fails to meet these regulatory requirements, the interest received by the fund from its investment in such obligations and distributed to fund shareholders will be taxable. • Liquidity fee andl or redemption gate risk. The fund may impose a fee upon the sale of your shares (a "liquidity fee") or may temporarily suspend your ability to sell shares (a redemption "gate") if the fund's liquidity falls below required minimums because of unusual market conditions, an unusually high volume of redemption requests, redemptions by a few L.rge investors, or other reasons. If a liquidity fee is imposed by the fund, it would reduce the amount you will recei%a upon the redemption of your shares. A "gate" will suspend your ability to redeem your shares while the gate is impo .ed and may prevent the fund from being able to pay redemption proceeds within the allowable time period stated in this prospectus. • tVarket risk The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments. Events such as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments. Performance The following bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the performance of the fund's Institutional shares from year to year. The table shows the average annual total returns of the fund's Institutional shares over time. The fund's past performance is not necessarily an indication of how the fund will perform in the future. More recent performance information may be available at utivn•,drey fus.com. 21 Year -by -Year Total Returns as of 12/31 each year C/o) Institutional Shares Best Quarter Q3, 2016: 0.46% Worst Quarter 0.12 0.04 0.01 0.00 0.00 0.01 0.55 0.61 1.13 1.09 Q3, 2U15: 0.00°/U mom MM" ME BE 10 11 12 13 14 15 16 17 18 19 Tbeyear-fo-dah tots! ntwm ojtbe jnnd'i butitutioaa! fbain au Sf Maerb 31, 2020 twu 0.28r/a Average Annual Total Return as of 12/31 / 19 1 Year 5 Years 10 Years Institutional Shares 1.09% 0.68% 036% f•'orfbe rwnentya/d forinttitationol ibaru ra!/to/l jirs 1-800.346-3621. ludietidua/r or entifiu jorn+bom irutitntlons may parrbarr ortrdsem fGarrf rboa/d ta!/tbe inrtUution diarly Portfolio Management The fund is managed by Dreyfus Cash Investment Strategies, a division of BNY Mellon Investment Adviser, Inc., the fund's investment adviser. Purchase and Sale of Fund Shares The fund is designed for institutional investors; however, investments in the fund are limited to accounts beneficially owned by natural persons. In general, the fund's minimum initial investment is $10,000,000, with no minimum subsequent investment, unless: (a) the investor has invested at least $10,000,000 in the aggregate among the fund and any of the Dreyfus Institutional liquidity Funds, Cash Advantage Funds, Cash Management Funds or Institutional Preferred Funds; or (b) the investor has, in the opinion of BNY Mellon Institutional Services, adequate intent and availability of assets to reach a future aggregate level of investment of $10,000,000 in such funds. Certain types of accounts are eligible for lower minimum investments. You may sell (redeem) your shares on any business day by telephone or compatible computer facility. Tax Information The fund anticipates that dividends paid by the fund generally will be exempt from federal income tax. However, the fund may realize and distribute taxable income and capital gains from time to time as a result of the fund's normal investment activities. Payments to Broker -Dealers and Other Financial Intermediaries If you purchase shares through a broker -dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. To the extent that the intermediary may receive lesser or no payments in connection with the sale of other investments, the payments from the fund and its related companies may create a potential conflict of interest by influencing the broker -dealer or other intermediary and your financial representative to recommend the fund over the other investments. This potential conflict of interest may be addressed by policies, procedures or practices adopted by the financial intermediary. As there may be many different policies, procedures or practices adopted by different intermediaries to address the manner in which compensation is earned through the sale of investments or the provision of related services, the compensation rates and other payment arrangements that may apply to a financial intermediary and its representatives may vary by intermediary. Ask your financial representative or visit your financial intermediary's website for more information. 22 Fund Summary Dreyfus AMT•Free New York Municipal Cash Management Investment Objective The fund seeks as high a level of current income exempt from federal, New York state and New York city personal income taxes as is consistent with the preservation of capital and the maintenance of liquidity-. Fees and Expenses This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Management fees Other expenses: Shareholder semires fees t &cellaneora other expeases Total ether expenses Total �2.nnual fund operating expenses Example Institutional Shares 20 .01 .14 .35 The Ex ample is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual "unds. The Example assumes that you invest $10,000 in the fund for the time periods indicated and then hold or redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 50 o return each year and that the fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 3 Years 5 Years 10 Years Instin. Tonal Shares $36 $113 $197 $443 Principal Investment Strategy To pursue its goal, the fund normally invests at least 80° o of its net assets in short-term, high quality municipal obligati ns that provide income exempt from federal, New York state and New York city income taxes and the federal alternative minimum tax. The fund also may invest in high quahty, short-term structured notes, which are derivative instruments whose value is tied to underlying municipal obligations. The fui d may invest temporarily in high quality, taxable money market instruments, including when the portfolio manager believes acceptable New York municipal obligations are unavailable for investment. In addition, a portion of the fund's assets may be invested in short-term, high quality municipal obligations that do not pay income that is exempt from N--w York state or New York city income taxes. The fund is a money market fund subject to the maturity, quality, liquidity and diversification requirements of Rule 2a under the Investment Company Act of 1940, as amended, and seeks to maintain a stable share price of $1.01!. Principal Risks An investment in the fund is not a bank deposit. It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund's yield will fluctuate as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in securities with different interest rates. The fund may impose a fee upon the sale of your shares fa "liquidity fee') or may temporarily suspend your ability to sell shares (a redemption "gate') if the fund's liquidity falls below required minimums because of market conditions or other factors. Neither BNY Mellon Investment Adviser, Inc. nor its affiliates have a legal obligation to provide financial support to the fund, and you should not expect that BNY Mellon Investment 23 Adviser, Inc. or its affiliates will provide financial support to the fund at any time. The following are the principal risks that could reduce the fund's income level and/or share price: • Interest rate risk. This risk refers to the decline in the prices of fixed -income securities that may accompany a rise in the overall level of interest rates. A sharp and unexpected rise in interest rates could impair the fund's ability to maintain a stable net asset value. A low interest rate environment may prevent the fund from providing a positive yield or paying fund expenses out of fund assets and could impair the fund's ability to maintain a stable net asset value. • Liquidity risk. When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value. In such a market, the value of such securities may fall dramatically, potentially impairing the fund's ability to maintain a stable net asset value. • Credit risk. Failure of an issuer of a security to make timely interest or principal payments when due, or a decline or perception of a decline in the credit quality of the security, can cause the security's price to fall. Although the fund invests only in high quality debt securities, the credit quality of the securities held by the fund can change rapidly in certain market environments, and the default or a significant price decline of a single holding could impair the fund's ability to maintain a stable net asset value. • Alaaicipal securities risk. Municipal securities may be fully or partially backed or enhanced by the taxing authority of a local government, by the current or anticipated revenues from a specific project or specific assets, or by the credit of, or liquidity enhancement provided by, a private issuer. Special factors, such as legislative changes, and state and local economic and business developments, may adversely affect the yield and/or the fund's ability to maintain a stable net asset value. • Stmarrred riots risk. Structured notes, a type of derivative instrument, can be volatile, and the possibility of default by the financial institution or counterparty may be greater for these instruments than for other types of money market instruments. Structured notes typically are purchased in privately negotiated transactions from financial institutions and, thus, an active trading market for such instruments may not exist. • Tax risk. To be tax-exempt, municipal obligations generally must meet certain regulatory requirements. If any such municipal obligation fails to meet these regulatory requirements, the intirctit received by the fund from its investment in such obligations and distributed to fund shareholders \\rill be taxable. • hate -specific risk. The fund is subject to the risk that New York's economy, and the revenues underlying its municipal obligations, may decline. Investing primarily in the municipal obligations of a single state makes the fund more sensitive to risks specific to that state and may entail more risk than investing in the municipal obligations of multiple states as a result of potentially less diversification. • \'on-diuerriricatron risk. The fund is non -diversified, which means that the fund may invest a relatively high percentage of its assets in a limited number of issuers. Therefore, the fund's performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified fund. • Liquidity fee nerd/or redemptiongate risk. The fund may impose a fee upon the sale of your shares (a "liquidity fee") or may temporarily suspend your ability to sell shares (a redemption "gate") if the fund's liquidity falls belov required minimums because of unusual market conditions, an unusually high volume of redemption requests, redemptions by a few large investors, or other reasons. If a liquidity fee is imposed by the fund, it would reduce the amount you will receive upon the redemption of your shares. A "gate" will suspend your ability to redeem your shares while the gate is imposed and may prevent the fund from being able to pay redemption proceeds within the allowable time period stated in this prospectus. ■ Market risk. The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments. Events such as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments. Performance The following bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the performance of the fund's Institutional shares from year to year. The table shows the average annual total returns of the fund's Institutional shares over time. The fund's past performance is not necessarily an indication of how the fund will perform in the future. More recent performance information may be available at ti}mdjsyR3s.ram. 24 Year -by -Year Total Returns as of 12/31 each year (%) Institutional Shares Best Quarter Q2, 2019: 0.35% Worst Quarter 0.12 0.04 0.01 0.00 0.00 0.00 0.18 0.55 1.15 1.21 Q3, 2015: 0.00% ._. a 10 11 12 13 14 15 16 17 18 19 They erla-"e eoea/rrlara of the faad'.rLuhhthvaa1 Add ar aJMarb 31, 2020 aw 0.300/a. Average Annual Total Returns as of 12/31/19 1 Year 5 Years 10 Years Institutional Shares 1.21% 0.62% 0.33% Torlbe rnmal jn/d forlartilaliona/ibaeJ ra//to/lJire 1-X00.3a6.36T1. Iadi�tidaa/r or rntiliuJorahoai iar/ilNfioat mq pairbare or rrderw JbanJ tboa/d ra//tGe rarhhdraa drRL/I: Portfolio Management The fund is managed by Dreyfus Cash Investment Strategies, a division of BNY Mellon Investment Adviser, Inc., the fund's investment adviser. Purchase and Sale of Fund Shares The fund is designed for institutional investors; however, investments in the fund are limited to accounts beneficially owned by natural persons. In general, the fund's minimum initial investment is $10,000,000, with no minimum subsequent investment, unless: (a) the investor has invested at least $10,000,000 in the aggregate among the fund and any of the Dreyfus Institutional liquidity Funds, Cash Advantage Funds, Cash Management Funds or Institutional Preferred Funds; or (b) the investor has, in the opinion of BNY Mellon Institutional Services, adequate intent and availability of assets to reach a future aggregate level of investment of $10,000,000 in such funds. Certain types of accounts are eligible for lower minimum investments. You may sell (redeem) your shares on any business day by telephone or compatible computer facility. Tax Information The fund anticipates that dividends paid by the fund generally will be exempt from federal, New York state and New York city personal income taxes. However, the fund may realize and distribute taxable income and capital gains from time to time as a result of the fund's normal investment activities. Payments to Broker -Dealers and Other Financial Intermediaries If you purchase shares through a broker -dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. To the extent that the intermediary may receive lesser or no payments in connection with the sale of other investments, the payments from the fund and its related companies may create a potential conflict of interest by influencing the broker -dealer or other intermediary and your financial representative to recommend the fund over the other investments. This potential conflict of interest may be addressed by policies, procedures or practices adopted by the financial intermediary. As there may be many different policies, procedures or practices adopted by different intermediaries to address the manner in which compensation is earned through the sale of investments or the provision of related services, the compensation rates and other payment arrangements that may apply to a financial intermediary and its representatives may vary by intermediary. Ask your financial representative or tisit your financial intermediary's website for more information. 25 Fund Details Goal and Approach Each fund is a money market mutual fund with a separate investment portfolio. The operations and results of one fund are unrelated to those of any other fund. This combined prospectus has been prepared for the convenience of investors so that investors can consider a number of investment choices in one document. Each fund is a money market fund, subject to the maturity, quality, liquidity and diversification requirements of Rule 2a- 7 under the Investment Company Act of 1940, as amended. Dreyfus Government Cash Management, Dreyfus Government Securities Cash Management, Dreyfus Treasury Obligations Cash Management and Dreyfus Treasury Securities Cash Management have each been designated as a "government money market fund" (Government Funds). As Government Funds, each fund is required to invest at least 99.5% of its total assets in securities issued or guaranteed as to principal and interest by the U.S. government or its agencies or instrumentalities, repurchase agreements collateralized solely by cash and/or government securities, and cash. Dreyfus AMT-Free Municipal Cash Management Plus and Dreyfus AMT-Free New York Municipal Cash Management have each been designated as a "retail money market fund" (Retail Funds). As Retail Funds, investments in each fund are limited to accounts beneficially owned by natural persons. The Government Funds and the Retail Funds seek to maintain a stable share price of $1.00 (CNAV Funds). Dreyfus Cash Management and Dreyfus AMT-Free Tax Exempt Cash Management have not been designated as either a Government Fund or a Retail Fund. Therefore, the net asset value per share of these funds will "float," meaning the net asset value will fluctuate with changes in the values of the fund's portfolio securities (FNAV Funds). Each fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. In addition, each tax exempt fund seeks current income exempt from federal income tax and, in the case of Dreyfus AMT-Free New York Municipal Cash Management, current income exempt from New York state and New York city personal income taxes. In addition, Dreyfus AMT-Free Municipal Cash Management Plus and Dreyfus AMT- Free New York Municipal Cash Management each seek income that is exempt from the federal alternative minimum tax. Dreyfus AMT-Free Tax Exempt Cash Management currently is managed so that income paid by the fund will not be subject to the federal alternative minimum tax. Dreyfus Cash Management invests in a range of money market instruments. Dreyfus Government Securities Cash Management and Dreyfus Treasury Securities Cash Management typically invest exclusively in government and U.S. Treasury securities, respectively. Dreyfus Government Cash Management invests only in government securities, repurchase agreements collateralized solely by government securities and/or cash, and cash. The securities in which Dreyfus Government Cash Management invests include those backed by the full faith and credit of the U.S. government and those that are neither insured nor guaranteed by the U.S. government. Securities backed by the full faith and credit of the U.S. government include U.S. Treasury securities as well as securities issued by certain agencies of the U.S. government, such as the Government National Mortgage Association. Dreyfus Treasury Obligations Cash Management typically invests exclusively in U.S. Treasury securities and repurchase agreements collateralized solely by U.S Treasury securities. Dreyfus AMT-Free Tax Exempt Cash Management normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal income taxes. Dreyfus AMT-Free Municipal Cash Management Plus normally invests at least 80% of its net assets in short-term, high quality municipal obligations that provide income exempt from both federal income taxes and the federal alternative minimum tax. Dreyfus AMT- Free New York Municipal Cash Management normally invests at least 80% of its net assets in short-term, high quality municipal obligations that provide income exempt from federal, New York state and New York city income taxes and the federal alternative minimum tax. It is a fundamental policy of each tax exempt fund, which may be changed only with the approval of the funds board and shareholders, that the fund normally invest at least 80% of its net assets in municipal obligations that provide income exempt from federal income tax and, with respect to Dreyfus AMT-Free New York Municipal Cash Management, from New York state and New York city personal income taxes. Each tax 26 exempt fund's policy with respect to investing in municipal obligations that provide income exempt from the federal alternative minimum tax may be changed by the fund's board, upon 60 days' prior notice to shareholders. The repurchase agreements in which certain funds may invest may include tri-party repurchase agreements executed through a third party bank that provides payment administration, collateral custody and management services to the parties to the repurchase agreements. Among other requirements, each fund is required to hold at least 30% of its assets in cash, U.S. Treasury securities, certain other government securities with remaining maturities of 60 days or less, or securities that can readily be converted into cash within five business days. In addition, each fund, other than the tax exempt funds, is required to hold at least 10% of its assets in cash, U.S. Treasury securities or securities that can readily be converted into cash within one business day. Each fund must maintain an average dollar -weighted portfolio maturity of 60 days or less and a maximum weighted average life to maturity of 120 days. Dreyfus Cash Management and the tax exempt funds are limited to investing in high quality securities that the fund's investment adviser, BNY Mellon Investment Adviser, Inc. (BNYM Investment Adviser), has determined present minimal credit risks. Each tax exempt fund also may invest in high quality, short term structured notes, which are derivative instruments whose value is tied to underlying municipal obligations. To the extent such derivative instruments have similar economic characteristics to municipal obligations as described in the respective tax exempt fund's policy with respect to the investment of at least 80% of its net assets, the market value of such instruments will be included in the 80% policy. Each tax exempt fund also may invest temporarily in high quality, taxable money market instruments, including when the portfolio manager believes acceptable municipal obligations, or in the case of Dreyfus AMT-Free New York Municipal Cash Management, New York municipal obligations, are unavailable for investment. During such periods, the fund may not achieve its investment objective. In addition, a portion of Dreyfus AMT-Free New York Municipal Cash Management's assets may be invested in short-term, high quality municipal obligations that do not pay income that is exempt from New York state or New York city income taxes. In response to liquidity needs or unusual market conditions, each fund may hold all or a significant portion of its total assets in cash for temporary defensive purposes. This may result in a lower current yield and prevent the fund from achieving its investment objective. Dreyfus AMT-Free New York Municipal Cash Management is non -diversified. Investment Risks An investment in a fund is not a bank deposit. It is not insured or guaranteed by the FDIC or any other government agency. You could lose money by investing in the fund. The fund's yield will fluctuate as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in securities with different interest rates. Neither BNYM Investment Adviser nor its affiliates have a legal obligation to provide financial support to the fund, and you should not expect that BNYM Investment Adviser or its affiliates will provide financial support to the fund at any time. Although each CNAV Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. Because the share price of each FNAV Fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. Each of the Retail Funds and the FNAV Funds may impose a fee upon the sale of shares (a "liquidity fee') or may temporarily suspend your ability to sell shares (a redemption "gate') if the fund's liquidity falls below required minimums because of market conditions or other factors. The Government Funds currently are not permitted to impose liquidity fees or redemption gates, and the fund's board has no intention to impose a liquidity fee or redemption gate. The following are the principal risks that could reduce a fund's income level and/or share price: • Inkreft rate risk Prices of fixed -income securities tend to move inversely with changes in interest rates. Interest rate risk refers to the decline in the prices of fixed -income securities that may accompany a rise in the overall level of interest rates. A sharp and unexpected rise in interest rates could cause the fund's share price to decline or, for CNAV Funds, impair the fund's ability to maintain a stable net asset value. A low interest rate environment may prevent the fund from providing a positive yield or paying fund expenses out of fund assets and lead to a decline in the fund's share price or, for CNAV Funds, impair the fund's ability to maintain a stable net asset value. • Ilgnidity rick When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value. In such a market, the value of such securities may fall dramatically, potentially causing the fund's share price to decline or, for CNAV Funds, impairing the f ind's ability to maintain a stable net asset value. To meet redemption requests, the fund may be forced to sell 27 securities at an unfavorable time and/or under unfavorable conditions, which may adversely affect the fund's share price or, for CNAV Funds, impair the fund's ability to maintain a stable net asset value. Risks Applicable to Dreyfus Cash Management, Dreyfus AMT-Free Tax Exempt Cash Management, Dreyfus AMT-Free Municipal Cash Management Plus and Dreyfus AMT-Free New York Municipal Cash Management: • Crrdit rick. Failure of an issuer of a security to make timely interest or principal payments when due, or a decline or perception of a decline in the credit quality of the security, can cause the security's price to fall, lowering the value of the fund's investment in such security. Although the fund invests only in high quality debt securities, any of the fund's holdings could have its credit rating downgraded or could default. The credit quality and prices of the securities held by the fund can change rapidly in certain market environments, and the default or a significant price decline of a single holding could have the potential to cause significant deterioration of the fund's net asset value or, for CNAV Funds, impair the fund's ability to maintain a stable net asset value. Risks Applicable to Dreyfus Cash Management•. • Banking industry risk The risks generally associated with concentrating investments in the banking industry include interest rate risk, credit risk, and regulatory developments relating to the banking industry such as extensive governmental regulation and/or nationalization that affects the scope of their activities, the prices they can charge and the amount of capital they must maintain; adverse effects on profitability due to increases in interest rates or loan losses; severe price competition; and increased inter -industry consolidation and competition. • Foreign investment risk. The risks generally associated with dollar -denominated foreign investments include economic and political developments, seizure or nationalization of deposits, imposition of taxes or other restrictions on payment of principal and interest. Additional risks associated with investments in foreign issuers include less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards. Some sovereign obligors have been among the world's largest debtors to commercial banks, other governments, international financial organizations and other financial institutions. These obligors, in the past, may have experienced substantial difficulties in servicing their external debt obligations, which led to defaults on certain obligations and the restructuring of certain indebtedness. • Market risk. The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. The effects of COVID-19 have contributed to increased volatility in global markets and will likely affect certain companies, industries and market sectors more dramatically than others. The COVID-19 pandemic has had, and any other outbreak of an infectious disease or other serious public health concern could have, a significant negative impact on economic and market conditions and could trigger a prolonged period of global economic slowdown. To the extent the fund may overweight its investments in certain companies, industries or market sectors, such positions will increase the fund's exposure to risk of loss from adverse developments affecting those companies, industries or sectors. Risks Applicable to Dreyfus Government Cash Management, Dreyfus Government Securities Cash Management, Dreyfus Treasury Obligations Cash Management and Dreyfus Treasury Securities Cash Management: • Market rick The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments. Events such as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. Risks Applicable to Funds That May Invest in U.S. Treasury Securities: • U.S. Treasury securities risk. A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for 28 such securities are not guaranteed and will fluctuate. In addition, such guarantees do not extend to shares of the fund itself. Because U.S. Treasury securities trade actively outside the United States, their prices may rise and fall as changes in global economic conditions affect the demand for these securities. Risks Applicable to Funds That May Invest in U.S. Government Securities: • Govenment rKurities risk- Not all obligations of the U.S. government, its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer. Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity. In addition, because many types of U.S. government securities trade actively outside the United States, their prices may rise and fall as changes in global economic conditions affect the demand for these securities. Risks Applicable to Funds That May Enter Into Repurchase Agreements: • Reptttrbase agreement couuterparty rick The fund is subject to the risk that a counterpart• in a repurchase agreement and/or, for a tri-party repurchase agreement, the third party bank providing payment administration, collateral custody and management services for the transaction, could fail to honor the terms of the agreement. Risks Applicable to Funds That May Invest in Municipal Securities: • Mnaidpa/sentrities risk. Municipal securities may be fully or partially backed or enhanced by the taxing authority of a local government, by the current or anticipated revenues from a specific project or specific assets, or by the credit of, or liquidity enhancement provided by, a private issuer. Special factors, such as legislative changes, and state and local economic and business developments, may adversely affect the yield and/or value of the fund's investments in municipal securities. Other factors include the general conditions of the municipal securities market, the size of the particular offering, the maturity of the obligation and the rating of the issue. The municipal securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates). Changes in economic, business or political conditions relating to a particular municipal project, municipality, or state, territory or possession of the United States in which the fund invests may lead to a decline in the fund's share price or, for CNAV Funds, impair the fund's ability to maintain a stable net asset value. Various types of municipal securities are often related in such a way that political, economic or business developments affecting one obligation could affect other municipal securities held by the fund. Risks Applicable to Dreyfus AMT-Free Tax Exempt Cash Management, Dreyfus AMT-Free Municipal Cash Management Plus and Dreyfus AMT-Free New York Municipal Cash Management: • Strratrtrrd notes risk. Structured notes, a type of derivative instrument, can be volatile, and the possibility of default by the financial institution or counterparty may be greater for these instruments than for other types of money market instruments. Structured notes typically are purchased in privately negotiated transactions from financial institutions and, thus, an active trading market for such instruments may not exist. • Tax risk To be tax-exempt, municipal obligations generally must meet certain regulatory requirements. If any such municipal obligation fails to meet these regulatory requirements, the interest received by the fund from its investment in such obligations and distributed to fund shareholders will be taxable. • Market risk. The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments. Events such as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. Risks Applicable to Dreyfus AMT-Free New York Municipal Cash Management: • Stak-rpeditc risk- The fund is subject to the risk that the state's economy, and the revenues underlying its municipal obligations, may decline. Investing primarily in the municipal obligations of a single state makes the fund more sensitive to risks specific to that state and may entail more risk than investing in the municipal obligations of multiple states as a result of potentially less diversification. • Non-diwdfuotion rick. The fund is non -diversified, which means that the fund may invest a relatively high percentage of its assets in a limited number of issuers. Therefore, the fund's performance may be more vulnerable to changes in 29 the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified fund. Risks Applicable to the FNAV Funds: • Fkating net asset vain risk. The fund does not maintain a stable net asset value per share. The net asset value of the fund's shares will be calculated to four decimal places and will "float," meaning the net asset value will Fluctuate with changes in the va'ues of the fund's portfolio securities. You could lose money by investing in the fund. Risks Applicable to the FNAV Funds and the Retail Funds: Lignidityfee and/Urredemptiongate risk. The fund may impose a fee upon the sale of your shares (a "liquidity fee") or may temporarily suspend your ability to sell sh�tres (a redemption "gate") if the fund's liquidity falls below required minimums because of unusual market conditions, an unusually high volume of redemption requests, redemptions by a feu large investor, or other reasons. If a liquidityfee is imposed by the fund, it would reduce the amount you will receive upon the redemption of your shares. A "gate" will suspend your ability to redeem your shares while the gate is imposed and may prevent the fund from being able to pay redemption proceeds within die allowable time period stated in this prospectus. If the fund receives a liquidity fee, it is possible that it may return the fee to shareholders in the form of a distribution at a later time. When a fee or a gate is in place, the fund may elect to stop selling shares or to impose addition.il conditions on the purchase of shares. Management The fund is managed by Dreyfus Cash Investment Strategies, a division of BNY Mellon Investment Adviser, Inc., the fund's investment ad%iser, 240 Greenwich Street, New York, New York 10286. BNYM Investment Adviser manages approximately $276 billion in 137 mutual fund portfolios. For the fiscal year ended January 31, 2020, each of the funds paid BNYM Investment Adviser a management fee at the effective annual rate set forth in the table below. Certain funds paid BNYM Investment Adviser an effecti%a management fee at a lower rate due to a voluntary undertaking by BNYM Investment Adviser to waive fees and/or reimburse fund expenses during the period. Effective Management Fee Name of Fund _ (as a percentage of average daily net assets) Dreyfus Cash Management .10 Dreyfus Government Cash Management .15 = .j Dreyfus Government Securities Cash Managemcnt .20 Dreyfus Treasury [ 7bligttions Crash Management .1 Dreyfus Treasury Securities Cash Management .18 Dreyfus AMT-Free Tax Exempt Cash Management .14 Dreyfus AMT- Free Municipal Cash Management Plus .10 Dreyfus ANTI' -Free New York Municipal Cash Matt Vment .20 1 discussion regarding the basis for the board's approving each fund's management agreement with BNYM Investment Adviser is available in the fund's semiannual report for the six-month period ended July 31, 2019. BNYM Investment Adviser is the primary mutual fund business of The Bank of New York Mellon Corporation (BNY Mellon), a global investments company dedicated to helping its clients manage and service their financial assets throughout the investment lifecycle. Whether providing financial services for institutions, corporations or individual investors, BNY Mellon delivers informed investment management and investment services in 35 countries. BNY Mellon is a leading investment management and investment services company, uniquely focused to help clients manage and move their financial assets in the rapidly changing global marketplace. BNY Mellon has $35.2 trillion in assets under custody and administration and $1.8 trillion in assets under management. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation. BNY Mellon Investment Management is one of the world's leading investment management organizations, and one of the top U.S. wealth managers, encompassing BITTY Mellon's affiliated investment management firms, wealth management services and global distribution companies. Additional information is available at AwNy.W,mellon.com. The asset management philosophy of BNYM Investment Adviser is based on the belief that discipline and consistency arc important to investment success. For each fund, BNYM Investment Adviser seeks to establish clear guidelines for portfolio management and to be systematic in making decisions. This approach is designed to provide each fund with a distinct, stable identity•. BNY Mellon Securities Corporation (BNYMSC), a wholly -owned subsidiary of BNYM Investment Adviser, serves as distributor of the fund and of the other funds in the BNY Mellon Family of Funds. Any shareholder services fees are paid to BNYMSC for the provision of shareholder account service and maintenance. BNYM Investment Adviser or 30 BNYMSC may provide cash payments out of its own resources to financial intermediaries that sell shares of funds in the BNY Mellon Family of Funds or provide other services. Such payments are separate from any shareholder services fees or other expenses that may be paid by a fund to those financial intermediaries. Because those payments are not made by fund shareholders or the fund, the fund's total expense ratio will not be affected by any such payments. These payments may be made to financial intermediaries, including affiliates, that provide shareholder servicing, sub -administration, recordkeeping and/or sub -transfer agency services, marketing support and/or access to sales meetings, sales representatives and management representatives of the financial intermediary. Cash compensation also may be paid from BNYM Investment Adviser's or BNYMSC's own resources to financial intermediaries for inclusion of a fund on a sales list, including a preferred or select sales list or in other sales programs. These payments sometimes are referred to as "revenue sharing." From time to time, BNYM Investment Adviser or BNYMSC also may provide cash or non -cash compensation to financial intermediaries or their representatives in the form of occasional gifts; occasional meals, tickets or other entertainment; support for due diligence trips; educational conference sponsorships; support for recognition programs; technology or infrastructure support; and other forms of cash or non -cash compensation permissible under broker -dealer regulations. In some cases, these payments or compensation may create an incentive for a financial intermediary or its employees to recommend or sell shares of the fund to you. This potential conflict of interest may be addressed by policies, procedures or practices that are adopted by the financial intermediary. As there may be many different policies, procedures or practices adopted by different intermediaries to address the manner in which compensation is earned through the sale of investments or the provision of related services, the compensation rates and other payment arrangements that may apply to a financial intermediary and its representatives may vary by intermediary. Please contact your financial representative for details about any payments they or their firm may receive in connection with the sale of fund shares or the provision of services to the fund. Institutional shares of each fund are subject to an annual shareholder services fee of up to 0.25% of the value of the fund's average daily net assets attributable to Institutional shares to reimburse the fund's distributor for expenses related to providing personal services to shareholders, such as answering shareholder inquiries regarding the fund, and/or the maintenance of shareholder accounts. The fund, BNYM Investment Adviser and BNYMSC have each adopted a code of ethics that permits its personnel, subject to such code, to invest in securities, including securities that may be purchased or held by the fund. Each code of ethics restricts the personal securities transactions of employees, and requires portfolio managers and other investment personnel to comply with the code's preclearance and disclosure procedures. The primary purpose of the respective codes is to ensure that personal trading by employees is done in a manner that does not disadvantage the fund or other client accounts. 31 Shareholder Guide Buying and Selling Shares Each fund is designed for institutional investors, particularly banks, acting in a fiduciary, advisory, agency, custodial or similar capacity or, for each non -Retail Fund, for themselves. Generally, each investor will be required to open a single master account with a fund for all purposes. In certain cases, a fund may request investors to maintain separate master accounts for shares held by the investor (i) for its own account, for the account of other institutions and for accounts for which the institution acts as a fiduciary, and (u) for accounts for which the investor acts in some other capacity. An institution may arrange with a fund's transfer agent for sub -accounting services and will be charged directly for the cost of such services. Institutions purchasing Institutional shares for the benefit of their clients may impose policies, limitations and fees which arc different from those described in this prospectus. The funds offer other classes of shares, which are described in separate prospectuses. Institutions purchasing fund shares on behalf of their clients determine which class is suitable for their clients. Because each tax exempt fund seeks tax exempt income, it is not recommended for purchase in IRAs or other qualified retirement plans. Your price for Institutional shares is the net asset value (NAV) per share. Applicable to the Retail Fmids.. Investments in the fund are limited to accounts beneficially owned by natural persons (.e., human beings). As a "retail" money market fund, the fund has adopted policies and procedures reasonably designed to limit all beneficial owners of the fund to natural persons. Natural persons may invest in the fund directly, jointly with other natural persons or through certain tax -advantaged savings accounts, trusts and other retirement and investment accounts, which may include, among others: participant -directed defined contribution plans; IRAs; custodial accounts; deferred compensation plans for government or tax-exempt organization employees; medical savings accounts; college savings plans; health savings account plans; ordinary trusts and estates of natural persons; or certain other retirement and investment accounts with ultimate investment authority held by the natural person beneficial owner, notwithstanding having an institutional decision maker making day to day decisions (e.g., a plan sponsor in certain retirement arrangements or an investment adviser managing discretionary investment accounts). If a shareholder account is identified as potentially not being beneficially owned by a natural person, and it cannot be established that the shareholder can be re -categorized, the shareholder will be contacted and requested to redeem its fund shares. If the shareholder is not responsive and/or does not redeem the shares as requested (typically within five business days of the request), the shares will be redeemed at the initiation of the fund. The fund and its agents will not be responsible for any loss in an investor's account or tax liability resulting from an involuntary redemption. Financial intermediaries are required, to the extent that they hold investments in the fund, to ensure compliance of such investments with the terms and conditions for investor eligibility as set forth above. Such financial intermediaries will be expected to have policies and procedures that are reasonably designed to limit all beneficial owners of the fund on behalf of whom they place purchase orders to natural persons. The fund may involuntarily redeem shares held through intermediaries that do not assist the fund so that the fund may conclude that such shares are beneficially owned by natural persons. Financial intermediaries must promptly report to the fund the identification of any beneficial owner of shares of the fund that is not a natural person of which they are aware and promptly take steps to redeem any such shares of the fund. Applicable to the FNAV Funds.• Each fund's NAV per share is based on the market value of the investments held by the fund and will be calculated to four decimals. BNYM Investment Adviser generally values fixed -income investments based on values supplied by an independent pricing service approved by the fund's board. The pricing service's procedures are reviewed under the general supervision of the board. If market quotations or official closing prices or valuations from a pricing service are not readily available, or are determined not to reflect accurately fair value, the fund may value those investments at fair value as determined in accordance with procedures approved by the fund's board. Fair value of investments may be 32 determined by the fund's board, its pricing committee or its valuation committee in good faith using such information as it deems appropriate under the circumstances. Appliea -le to the CNA I 'Funds. Each fund's portfolio securities are valued at amortized cost, which does not take into account unrealized gains or losses. As a result, portfolio securities are valued at their acquisition cost, adjusted over time based on the discounts or premiums reflected in their purchase price. Each fund uses this valuation method pursuant to Rule 2a-7 under the Investment Company Act of 1940, as amended, in order to be able to maintain a price of $1.00 per share. %Crhen calculating its NAV, a fund compares the NAV using amortised cost to its NAV using available market quotations or market equivalents, which generally are provided by an independent pricing service approved by the fund's board. The pricing service's procedures are reviewed under the general supervision of the board. How to Buy Shares Applicable to alt f..id,. The fund's NAV is calculated on any day the New York Stock Exchange (NYSE) is open. In addition, the fund's NAV will be calculated on any day the NYSE is closed but the Federal Reserve Bank is open and the Securities Industry and Financial Markets Association (SIFI4IA) recommends that fixed income securities markets be open for the day or a portion of the day. In the event the NYSE and fixed income securities markets arc closed but the Federal Reserve Bank is open, Dreyfus Cash Management may, but is not required to, calculate its NAV and accept purchase and redemption request,. The time at which the fund's NAV is calculated, and the trading deadline for orders "in proper form" (as defined below?, is reflected in the table below. The fund reserves the right to change the time at which the fund's NAV is calculated and the trading deadline to an earlier time than stated below in the case of an emergency, if regular trading on the NYSE is restricted or closes early, the fixed income securities markets or the Federal Reserve Bank close early, or as otherwise permitted by the Securities and Exchange Commission. Name of Fund Dreyfus Cash Management ❑reyfi s Government Cash Management Dreyfus Government Securities Cash Management Drey£;-s Treasury Obligations Cash Management Dreyfus Treasury Securities Cash Management Dreyfus :\.SIT -Free Tax Exempt Cash Management Dreyfus AMT- Free Municipal Cash Management Plus Dreyfus AMT-Free New Fork Municipal Cash Management All time. am Eastern time. Applcable to the FNAV Funds. Fund Calculation of NAV/Trading Deadline for Orders in Proper Form 3:00 p.m. 5:00 p.m. _. 3:00 p.m. 5:00 p.m. 3:00 p.m. 12:00 p.m. 3:00 p.m. 3:00 p.m. Orders in proper form received and accepted by the fund by the time of day at which a fund calculates its NAV will become effective at the NAV determined on that day and shares purchased will receive the dividend declared on that day. An order to purchase shares received by the fund will be deemed to be "in proper form" if the fund receives "federal funds" or other immediately available funds promptly thereafter. Unless other arrangements have been agreed in advance, the fiord generally expects to receive the funds within two hours after the time at which the fund's NAV is next calculated after the order is received by the fund or by the close of the Federal Reserve wire transfer system normally, 6:00 p.m., Eastern time), whichever is earlier. The fund generally does not allow financial intermediaries to serve as the fund's agent for the receipt of orders. Applirai k to the CNA I 'Funds: Orders in proper form received and accepted by the fund or a financial intermediary that serves as agent for the fund by the time- of day at which a fund calculates its NAV will become effective at the NAV determined on that day and shares purchased will receive the dividend declared on that day. An order to purchase shares received by the fund will be deemed to be "in proper forms' if the fund receives "federal funds" or other immediately available funds promptly 33 thereafter. Unless other arrangements have been agreed in advance, the fund generally expects to receive the funds within two hours after the order is received by the fund or a financial intermediary that serves as agent for the fund, or by the close of the Federal Reserve wire transfer system (normally, 6:00 p.m., Eastern time), whichever is earlier. Orders submitted through a financial intermediary that does not serve as an agent for the fund are priced at the fund's NAV next calculated after the fund receives the order in proper form from the intermediary and accepts it, which may not occur on the day the order is submitted to the intermediary. Applicable to all fuude An order in proper form received and accepted after the time of day at which a fund determines its NAV will be priced at the NAV determined on the following business day and will begin to accrue dividends on such business day. If payment is not received within the appropriate time period, the fund reserves the right to cancel the purchase order at its discretion, and the investor would be liable for any resulting losses or expenses incurred by the fund or the fund's transfer agent, including interest charges. By Wire. To open an account by wire, or purchase additional shares, please contact a BNY Mellon Institutional Services representative by calling 1-800-346-3621 for more information. By Computer. You may input new account data and retrieve an account number for your records by accessing The lion Remote System. Be sure to print a report of transactions for your records. Please contact the BNY Mellon Institutional Services by calling 1-800-346-3621 for more information about The lion Remote System or any other compatible computerized trading system. The minimum initial investment in Institutional shares is $10,000,000, with no minimum subsequent investment, unless: (a) the investor has invested at least $10,000,000 in the aggregate among the fund and any of the funds managed by BNYM Investment Adviser listed under "Services for Fund Investors — Fund Exchanges"; or (b) the investor has, in the opinion of BNY Mellon Institutional Services, adequate intent and availability of assets to reach a future aggregate level of investment of $10,000,000 in such funds. How to Sell Shares You may sell (redeem) shares at any time by telephone or compatible computer facility. Your shares will be priced at the next determined NAV. Your order will be processed promptly. If a request for redemption is received and accepted by the time of day at which a fund determines its NAV, the proceeds of the redemption ordinarily will be transmitted by wire in federal funds on the same day, and the shares will not receive the dividend declared on that day. Under certain circumstances (.e., during periods of stressed market conditions or in cases of very large redemption requests), however, the fund may pay a portion or all of the redemption proceeds on the next business day. If the request is received and accepted after the time of day at which a fund determines its NAV, or is transmitted through the National Securities Clearing Corporation, the shares will receive the dividend declared on that day, and the proceeds of redemption ordinarily will be transmitted by wire in federal funds on the next business day. The processing of redemptions may be suspended, and the delivery of redemption proceeds may be delayed, depending on the circumstances, for any period: () during which the NYSE is closed (other than on holidays or weekends), or during which trading on the NYSE is restricted; (u) when an emergency exists that makes the disposal of securities owned by a fund or the determination of the fair value of the fund's net assets not reasonably practicable; or (iii) as permitted by order of the Securities and Exchange Commission for the protection of fund shareholders. For these purposes, the Securities and Exchange Commission determines the conditions under which trading shall be deemed to be restricted and an emergency shall be deemed to exist. Additionally, the FNAV and the Retail Funds may impose a fee upon the sale of your shares (a "liquidity fee') or may temporarily suspend your ability to sell shares (a redemption "gate") if the fund's liquidity falls below required minimums. See "Potential Restrictions on Fund Redemptions —Fees and Gates" below for more information. Under normal circumstances, each fund expects to meet redemption requests by using cash it holds in its portfolio or selling portfolio securities to generate cash. In addition, pursuant to an interfund lending order granted by the Securities and Exchange Commission, each fund, except Dreyfus Treasury Securities Cash Management, Dreyfus AMT-Free Tax Exempt Cash Management and Dreyfus Municipal Cash Management Plus, and certain other money market funds in the BNY Mellon Family of Funds, may borrow money from certain money market funds in the BNY Mellon Family of Funds for temporary or emergency purposes to meet redemption requests. Each fund also reserves the right to pay redemption proceeds in securities rather than cash (.e., "redeem in kind"), if the amount redeemed is large enough to affect fund operations or the redemption request is during stressed market 34 conditions. Investors are urged to call BNY Mellon Institutional Services before effecting any large transactions. Securities distributed in connection with any such redemption in -kind are expected to generally represent the investor s pro rata portion of assets held by the fund immediately prior to the redemption, with adjustments as may be necessary in connection with, for example, restricted securities, odd lots or fractional shares. Any securities distributed in -kind will remain exposed to market risk until sold, and you may incur taxable gain when selling the securities. By Telephone. You may redeem shares by calling a BNY Mellon Institutional Services representative at 1-800-346- 3621 to provide information about your transaction. Be sure the fund has your bank account information on file. Proceeds will be wired to your bank. By Computer. You may redeem shares by accessing The Lion Remote System, or by other electronic means approved by BNY Mellon Institutional Services, to select from multiple wire instructions. Be sure to confirm your bank account information and print a report of the transaction for your records. Potential Restrictions on Fund Redemptions —Fees and Gates App/itabk to the FNAV and ter Retail Fundy: If the fund's weekly liquid assets fall below 30% of its total assets, the fund's board, if it determines it is in the best interests of the fund, may impose liquidity fees of up to 2% of the value of the shares redeemed and/or redemption gates beginning as early as the same day. In addition, if the fund's weekly liquid assets fall below 10% of its total assets at the end of any business day, the fund must impose a 1 % liquidity fee on shareholder redemptions, beginning on the next business day, unless the fund's board, including a majority of the board members who are not "interested persons" of the fund, determines that a lower or higher fee (not to exceed 20/6), or no fee, is in the best interests of the fund. "Weekly liquid assets" include cash, government securities and securities readily convertible into cash within five business days. It is anticipated that the need to impose liquidity fees and redemption gates would occur very rarely, if at all, during times of extraordinary market stress. Shareholders and financial intermediaries generally will be notified before a liquidity fee is imposed on the fund (although the fund's board, in its discretion, may elect otherwise). A liquidity fee would be imposed on all redemption requests (including redemptions by exchange into another fund) processed at the first NAV calculation following the announcement that the fund would impose a liquidity fee, which may be the same day. Liquidity fees generally would operate to reduce the amount an investor receives upon redemption of fund shares, including upon an exchange of fund shares for shares of another fund, although under certain arrangements through which an intermediary remits the liquidity fee to the fund and charges an investor directly the fund will pay gross redemption proceeds to the intermediary. Liquidity fee proceeds would generally be retained by the fund and may be used to assist a Retail Fund to restore its $1.00 share price or an FNAV Fund to restore its market -based NAV per share. If the fund receives a liquidity fee, it is possible that it may return the fee to shareholders in the form of a distribution at a later time. Shareholders and financial intermediaries will not be notified prior to the imposition of a redemption gate; however, financial intermediaries may be notified after the last NAV is calculated on the day the fund's board has made a decision to impose a redemption gate. Redemption requests (including redemptions by exchange into another fund) submitted while a redemption gate is imposed will be cancelled without further notice. If shareholders still wish to redeem their shares after a redemption gate has been lifted, they will need to submit a new redemption request at that time. When a liquidity fee or a redemption gate is in place, the fund may elect to stop selling shares or to impose additional conditions on the purchase of shares. The fund's board may, in its discretion, terminate a liquidity fee or redemption gate at any time if it believes such action to be in the best interest of the fund. In addition, a liquidity fee or redemption gate will automatically terminate at the beginning of the next business day once the fund's weekly liquid assets reach at least 30% of its total assets. Redemption gates may only last up to 10 business days in any 90-day period. The imposition and termination of a liquidity fee or redemption gate would be announced on the fund's website (www.dreyfus.com). In addition, the fund will communicate such action through a disclosure supplement to this prospectus and may further communicate such action by other means. The fund's board also may determine to permanently suspend redemptions and liquidate the fund if the fund, at the end of a business day, has less than 10% of its total assets invested in weekly liquid assets and the fund's board determines that it would not be in the best interests of the fund to continue operating. In the event that the board approves liquidation of the fund, BNYM Investment Adviser will commence the orderly liquidation of the fund's portfolio securities, following which the fund's net assets will be distributed to shareholders pursuant to a plan of liquidation adopted by the board. 35 General Policies Each fund and the funds' transfer agent are authorized to act on telephone or online instructions from any person representing himself or herself to be you and reasonably believed by the fund or the transfer agent to be genuine. You may be responsible for any fraudulent telephone or online order as long as the fund or the funds' transfer agent (as applicable) takes reasonable measures to confirm that the instructions arc genuine. Money market funds generally are used by investors for short-term investments, often in place of bank checking or savings accounts, or for cash management purposes. Investors value the ability to add and withdraw their funds quickly, without restriction. For this reason, although BNYM Investment Adviser discourages excessive trading and other abusive trading practices, the funds have not adopted policies and procedures, or imposed redemption fees or other restrictions such as minimum holding periods, to deter frequent purchases and redemptions of fund shares. BNYM Investment Adviser also believes that money market funds, such as the funds, are not typically targets of abusive trading practices. However, frequent purchases and redemptions of a fund's shares could increase the fund's transaction costs, such as market spreads and custodial fees, and may interfere with the efficient management of a fund's portfolio, which could detract from the fund's performance. Each fund reserves the right to reject any purchase or exchange request in whole or in part. Funds in the BNY Mellon Family of Funds that arc not money market mutual funds have approved policies and procedures that are intended to discourage and prevent abusive trading practices in those mutual funds, which may apply to exchanges from or into a fund. If you plan to exchange your fund shares for shares of another fund in the BNY Mellon Family of Funds, please read the prospectus of that other fund for more information. Each fund also reserves the right to: • change or discontinue fund exchanges, or temporarily suspend exchanges during unusual market conditions • change its minimum investment amount Each fund also may process purchase and sale orders and calculate its NAV on days that the fund's primary trading markets are open and the fund's management determines to do so. BNYM Investment Adviser generally will seek to place, over time, a majority of the aggregate dollar value of purchases and sales orders for Dreyfus Government Securities Cash Management's portfolio securities with dealers that are owned by minorities, women, disabled persons, veterans and members of other qualified and recognized diversity and inclusion groups, subject to BNYM Investment Adviser's duty to seek the best execution for the fund's orders. Escheatment If your account is deemed "abandoned" or "unclaimed" under state law, the fund may be required to "escheat" or transfer the assets in your account to the applicable state's unclaimed property administration. The state may sell escheated shares and, if you subsequently seek to reclaim your proceeds of liquidation from the state, you may only be able to recover the amount received when the shares were sold. It is your responsibility to ensure that you maintain a correct address for your account, keep your account active by contacting the fund's transfer agent or distributor by mail or telephone or accessing your account through the fund's website at least once a year, and promptly cash all checks for dividends, capital gains and redemptions. The fund, the fund's transfer agent and BNYM Investment Adviser and its affiliates will not be liable to shareholders or their representatives for good faith compliance with state escheatment laws. Distributions and Taxes Each fund earns dividends, interest and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. Each fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain distributions. Each fund ordinarily declares dividends from its net investment income on each day its NAV is calculated and normally pays dividends monthly and capital gain distributions, if any, annually. Fund dividends and capital gain distributions will be reinvested in the fund unless you instruct the fund otherwise. There are no fees or sales charges imposed by the fund on reinvestments. The taxable money market funds' distributions are taxable as ordinary income or capital gains (unless you are investing through a U.S. tax -advantaged investment plan, in which case taxes may be deferred). Each tax-exempt fund anticipates that dividends paid by the fund generally will be exempt from federal income tax. However, the fund may realize and distribute taxable income and capital gains from time to time as a result of the fund's normal investment activities. With respect to Dreyfus AMT Free New York Municipal Cash Management, for New York state and city income tax purposes distributions derived from interest on municipal securities of New York issuers and from interest on qualifying securities issued by U.S. territories and possessions are generally exempt from tax. Distributions that are federally taxable as ordinary income or capital gains are generally subject to the respective state's income tax. 36 The tax status of any distribution generally is the same regardless of how long you have been in the fund and whether you reinvest your distributions or take them in cash. The tax status of your distributions will be detailed in your annual tax statement from the fund. Because everyone's tax situation is unique, please consult your tax adviser before investing. Applicable to each FNAV and Retail Fimd: Because the share price of a FNAV Fund fluctuates, and because liquidity fees may be imposed on redemptions of a FNAV Fund or Retail Fund, including taxable exchanges into other funds, you may realize a gain or loss for tax purposes upon the redemption or exchange of fund shares. Generally, a shareholder of a money market fund, rather than realizing gain or loss upon each redemption or exchange of fund shares, may use a simplified method of accounting to annually recognize gain or loss (generally treated as short-term capital gain or loss) based on the changes in the aggregate value of the shareholders shares in the fund during the computation period or periods (selected by the shareholder) comprising the shareholder's taxable year. Under prescribed rules, the change in value in the shareholder's fund shares for each computation period is adjusted appropriately to reflect any acquisitions and redemptions of fund shares by the shareholder during that computation period. If a liquidity fee is imposed by the fund, it generally would reduce the amount fund shareholders would receive upon the redemption of their shares, and would generally decrease the amount of any capital gain or increase the amount of any capital loss shareholders would recognize with respect to such redemptions. There is some degree of uncertainty with respect to the tax treatment of liquidity fees received by the fund, and such tax treatment may be the subject of future guidance issued by the Internal Revenue Service. If the fund receives liquidity fees, it will consider the appropriate tax treatment of such fees to the fund at such time. Services for Fund Investors Fund Exchanges An investor may purchase, in exchange for shares of any fund, provided the investor meets the eligibility requirements for investing in the new share class, any class of shares of: @ any Dreyfus Institutional liquidity Fund, which currently includes only Dreyfus Treasury and Agency Liquidity Money Market Fund; (u) any Dreyfus Cash Management fund, which currently includes Dreyfus Cash Management, Dreyfus Government Cash Management, Dreyfus Government Securities Cash Management, Dreyfus AMT-Fret Municipal Cash Management Plus, Dreyfus AMT-Free New York Municipal Cash Management, Dreyfus AMT-Free Tax Exempt Cash Management, Dreyfus Treasury Obligations Cash Management and Dreyfus Treasury Securities Cash Management (the Cash Management Funds); (iii) any Dreyfus Cash Advantage fund, which currently includes Dreyfus Institutional Treasury Obligations Cash Advantage Fund and Dreyfus Institutional Treasury Securities Cash Advantage Fund (the Cash Advantage Funds); (iv) any Dreyfus Institutional Preferred fund, which currently includes Dreyfus Institutional Preferred Government Money Market Fund, Dreyfus Institutional Preferred Money Market Fund and Dreyfus Institutional Preferred Treasury Securities Money Market Fund (the Institutional Preferred Funds); or (v) BNY Mellon Ultra Short Income Fund. For purposes of the exchange Privilege, the investor will be deemed to have met the required minimum initial investment if the investor holds, in the aggregate, the required minimum amount in one or more of the Institutional liquidity Funds, Cash Management Funds, Cash Advantage Funds or Institutional Preferred Funds. Your exchange request will be processed on the same business day it is received in proper form, provided that each fund is open at the time of the request (i.e., the request is received by the latest time each fund calculates its NAV for that business day). If the exchange is accepted at a time of day after one or both of the funds is closed (.e., at a time after the NAV for the fund has been calculated for that business day), the exchange will be processed on the next business day. An investor should be sure to read the current prospectus for any fund into which the investor is exchanging before investing. Any new account established through an exchange will have the same privileges as the original account (as long as they are available). There is currently no fee for exchanges. Conversion Feature Shares of one class of a fund may be converted into shares of another class of the fund, provided the investor meets the eligibility requirements for investing in the new share class. The funds reserve the right to refuse any conversion request. Auto -Exchange Privilege Auto -Exchange privilege enables an investor to invest regularly (on a monthly, semi-monthly, quarterly or annual basis), in exchange for shares of a fund, shares of any of the funds managed by BNYM Investment Adviser listed under "Services for Fund Investors — Fund Exchanges", or in shares of certain funds in the BNY Mellon Family of Funds, if the investor is a shareholder in such fund. There is currently no fee for this privilege. 37 Account Statements Every investor in a fund in the BNY Mellon Family of Funds automatically receives regular account statements. Each investor will also be sent a yearly statement detailing the tax characteristics of any dividends and distributions the investor has received. 38 Financial Highlights These financial highlights describe the performance of the fund's Institutional shares for the fiscal periods indicated. "Total,retum" shows how much your investment in the fund would have increased (or decreased; during each period, assuming you had reinvested all dividends and distributions. These financial highlights have been derived from the fund's financial statements, which have been audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the fund's financial statements, is included in the annual report, which is availabL upon request. Dreyfus Cash Management Institutional Shares Per Share Data ($): Net as set value, beginning of period Investment Operations: Investment income -net Net realized and unrealized gain (loss) on investments Distributions: Dividends from investment income -net Year Ended January 31, 2020 2019 2018 2017a 1.0002 .9999 1.0002 .0229° .0216b .0114b 0005)c (.0003) (.0003) (.0221) i.0210; (.0114 1.00 .00MC 2016 1.00 .001 .0002 - (.0036) (.001) Net asset value, end of period 1.0005 1.0002 .9999 1.0002 1.0 Total Return (%) 2.27 2.15 1.11 .38 .07 Ratios/Supplemental Data (%): Ratio l,f total expenses to average net assets .21 .21 :25 .22 .21 Ratio of net expenses to average net assets .11 .09 .12 .22 .20 Ratio of net investment income to average net assets 2.22 2.13 1.20 .31 .07 Net Assets„end of period ($ x 1,000) 10,283,582 9,526.673 6,884,805 2,925,514. 20,312,768. • Effrdisr prober f0, 201G, !ter fund adapted lbe SECT moat' ntarkrl firnd antrndnnnlJ and brgrrn ral�n/a/iug i/i ne/ ruJd lmlar /o fonr drrin�u4. 'Based on of rw& Jbatrs oa/standmg. 1n addit onto net rraliVd and rrntrolr{rd Tosser on ilnu/ment , this amolud inrbrda an inerrasr in net asset f alue per JI are multirrg firm the lazing of Juuan+rs and rrdu,Jptlanr Of JbarrJ in rdution ro jludua/Jng ztar,Eel f slurs far //Je funcfJ !n!t'JMnn/J. Dreyfus Government Cash Management Year Ended January31, _ Institutional Shares 2020 2019 2018 2017 2016 Per Share Data ($): Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00 Investment Operations: Investment income -net Distributions: Dividends from investment income -net Net as :et value, end of period Total Return (%) Ratios/Supplemental Data (a/o): Ratio uf total expenses to average net assets Ratio of net expenses to average net assets Ratio c•f net investment income to average net assets Net Assets, end of period ($ x 1,0001. ,Amoaat repraentr less /ban $.001, .020 .018 .009 .003 .0002 1003 f.020) (.018. (;009) (003) 001) 1.00 1.00 1.00 1.00 1.00 2.02 1.82 .85 .27 .03 .21 .21 .21 .22 .21 .16 .17 .16 .15 .12 2.00 1.79 .87 .30 .03 52,21,,126 51,959,429 61,917,499 49,219,152 16,493,855 39 Financial Highlights (conVd) Dreyfus Government Securities Cash Management Institutional Shares Per Share Data ($): Net asset value, beginning of period Investment Operations: Investment income -net Distributions: Dividends from investment income -net Net asset value, end of period Total Return (%) Ratios/Supplemental Data (%): Year Ended January 31, 2020 2019 2018 2017 2016 1.00 1.00 1.00 1.00 1.00 .019 .018 .008 .002 .000' i.019 t.018. 4.008) i.002} �.t100.: 1.00 1.00 1.00 1.00 1.00 1.94 1.18 .80 .22 .01 Ratio of total expenses to average net assets .2,2 .22 22 .22 .22 Ratio of net expenses to average net assets .22 .21 .19 .18 .10 Ratio of net investmesii income to average net assets 1.96 1.76 "9 .22 .(11 Net Assets, end of p, rt d x 1,000) 3,245,834 4,142,111 3,764,742 3,766,664 2,282,377 , Aviouat rrprrnatr Ins Mao S•oti Dreyfus Treasury Obligations Cash Management Year Ended January31, Institutional Shares 2020 2019 2018 2017 2016 Per Share Data ($): Net asset value, beginning of period Investment Operations: Investment income -net Distributions: Dividends front investment income -net Net asset value, end of period Total Return (%) Ratios/Supplemental Data (%): Ratio of total expenses to average net assets Ratio of net expenses to average net assets Ratio of net investment income to average net assets Net Assets, end of period ($ x 1,000) ' 1Aw&trt rrprovas krr tban d.001 per fbarr. 1.00 1.00 1.00 1.00 1.00 .020 .018 .008 .002 .000. (.020) (.018) (.0.08) (.002) (000)a 1.00 1.00 1.00 1.00 1.00 1.99 1.82 .82 .22 .02 .241 .21 .21 .24 21 .18 .18 .20 .18 .10 1.97 1.83 .83 .23 .02 14,900,109 15,314,155 17,116,541 16,853,981 16,300,313 40 Financial Highlights (cont'd) Dreyfus Treasury Securities Cash Management YvarEndedjanuary3l, Institutional Shares 2020 2019 2018 2017 2016 Per Share Data ($): J Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00 Investment Operations: Invest nent income -net .019 .018 .008 .002 .0002 Distrii utions: Dividc nds from investment income -net (.019) (.018) (.008) (.002) {.000'° Net asset value, end of period 1.00 1.00 1.00 1.00 1.00 Total Return (D/°) 1.96 1.78 .79 .19 .01 Ratio,./Supplemental Data (%): Ratio of total expenses to average net assets .24 .21 .21 .21 .21 Ratio of net expenses to average net assets .19 .20 .18 .18 .06 ,Ratio of net investment income to average net assets 1.93 1.75 ."7 19 .01 Net Assets, end of period ($ x 1,000) 24,169,621 23,505,647 27,366,026 27,660,470 30,851,896 •Awoaas rspmen4leer Than; 001 perrba r. Dreyfus AMT-Free Tax Exempt Cash Management Year Ended fanuary 31, Institutional Shares 2020 2019 2018 2017' 2016 Per Share Data ($): Net asset value, beginning of period 1.0000 1.0000 1.0000 i .OU 1.00 Invest nent Operations: Investment income -net .0163b .0122b .0066b .0026b .000° Net realized and unrealized gain (loss) on investments (.0005)d .0003 .0000° .0000 Distributions: Divide nds from investment income -net (.0127) (.0125) (.0066) (.0026) (.000), Net asset value, end of period 1.0001 1.0000 1.0000 1.0000 1.00 Total Return (%) 1.29 1.25 .66 .26 .01 Ratios/Supplemental Data Ratio of total expenses to average net assets .26 .27 .26 .24 .23 Ratio of net expenses to average net assets .20 .24 .26 .21 .08 Ratio of net investment income to average net assets 1.28 1.23 .65 .21 .00f Net Assets, end of period (5 x 1,000) 496,302 624,665 607,839 - 603,783 1,555,860 • Efftdaa October 10, 2016, the fvid adapted the.SEC'r ptonry marketfund asrendmeni and began arkulating ilr set aurl rwkre ro four denwak. � Bared a.ir anragr Awes outrtanding. ,Anfam,, npwraa krr than $0001 prrsbarr. rin adduion to net rraht d and unrwhVd lorur on mrrtmvw, thin amoani includes an inararr in net arret rulat per tbam erJalting fmw for tuning of rrruanru and redemp1mar of rbaru in relation to flkaaatiug market rwlaa for for fundr imtuMnna • Awounl rrpruestr lur than $.001 per rbare. t Amouat rrprurntr /err than .01%. 41 Financial Highlights (conVd) Dreyfus AMT-Free Municipal Cash Management Plus Institutional Shares 2020 Year Ended January31, 2019 2018 2017 2016 Per Share Data ($): Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00 Investment Operations: Investment income -set .010 .011 .00" .006 .0002 Distributions: Di- idends from investment income -net (010) (011) (.007) (001) (.000)2 Tax return of capital - - - (.005) - Total distributions (.010) (011) (.007) (.006) (.000). Net asset value, end of period 1.00 1.00 1.00 1.00 1.00 Total Return (%) 1.04 1.13 .67 .58 .01 Ratios/Supplemental Data (%): Rauo of total expenses to average net assets .58 .45 .44 .41 .30 Ratio of net expenses to average net assets .44 .30 .32 .28 .10 Ratto of net investment income to average net assets 1.05 1.16 .75 .04 .001, Net Asicts, end of period (S x 1,000) 6,900 8,949 11,018 3,145 107,204 Amount rrpments lur tban S.001 persbarr. �ntonnt npKrents lerr tban .01 %. Dreyfus AMT-Free New York Municipal Cash _Management Institutional Shares 2020 Per Share Data ($): Net asset value, beginning of ptsriod 1.00 Investment Operations: Investment income -net .011 Distributions: Dividends from investment income -net Dividends from net realized gain on investments (.000), Net asset value, end of period 1.00 Total Return (%) 1.17 Ratios/Sup Data (%): Ratio of total expenses to average net assets .35 Ratio of net expenses to average net assets .34 Ratio of net investment income to average net assets 1.15 Net Assets, end ofperiod. ($ x 1,000) 91,375 1mova ttpretentr lai than $.001 persbare. Amount rryrrnatr lets tban .01 %. Year Ended January 31, 2019 2018 _ 2017 2016 1.00 1.t10 1.00 1.00 .012 .006 .002 .0003 (.012) (.006) (.002) (.000)a 1.00 1.00 1.00 1.00 1.17 .60 .21 .00b .33 .34 .29 .28 .33 .34 .25 .10 1.16 .61 .16 .00h 99,314 92,103 85,203 184,514 42 For More Information \lore information on each fund is available free upon request, including the following: Annual/Semiannual Report The funds' annual and semiannual reports describe the funds' performance, list portfolio holdings and contain a letter from the funds' manager discussing recent market conditions, economic trends and fund strategies that significantly affected the funds' performance during the period co%cred by the report. The funds' most recent annual and semiannual reports are available at maLudri;,fiis rcur, Statement of Additional Information (SAI) The SAI provides more details about each fund and its politics. A current SAI is available at s v c and is on file with the Securities and Exchange Commission (SEC) and is filed as part of the fund's registration statement, which can be accessed bxD_ The SAI, as amended or supplemented from time to time, is inc(xporated by reference (and is legally considered pan of this prospectus). Portfolio Holdings Funds in the BNY Mellon Family of Funds (except Dreyfus money market funds) generally disclose, at www.bnymello_niM com/us, (1) complete portfolio holdings as of each month -end with a one month lag and as of each calendar quarter end with a 15-dap lag; (2) top 10 holdings as of each month -end with a 10-day lag; and (3) from time to time, certain security -specific performance attribution data as of a month -end, with a 10 -day lag. From time to time a fund may make available certain portfolio characteristics, such as allocations, performance- and risk -related statistics, portfolio level statistics and non -security specific attribution analyses, on request. For funds in the BNY Mellon Family of Funds (except Dreyfus money market funds), portfolio holdings will remain on the website for a period of six months and any security -specific performance attribution data v6ll remain on the website for varying periods up to six months, provided that portfolio holdings will remain until the fund files its Form N-PORT or Form N-CSR for the period that includes the dates of the posted holdings. Dreyfus money market funds generally disclose, at www.dreyfus.com, their complete schedule of holdings daily. Each Dreyfus money marker fund's daily posting of its complete portfolio holdings will remain available on the website for five months. A complete description of the funds' policies and procedures with respect to the disclosure of A fund's portfolio securities is available in the fund's StM and at .n w.drei in. To Obtain Information By telephone. Call your BNY Mellon Institutional Services representatixe or 1-800-346-3621 By mail. BNY Mellon Institutional Services,144 Glenn Curtis Boulmard, Uniondale, NY 11556.0144 By E-mail. Send your request to info@bnymcflon.com bnymellnn.com On the Internet. Certain fund documents can be %iewed online or downloaded from- SEC: www.,ec.eo. Dreyfus money market funds: Ax&ay.dfrkf mc.,m This prospectus does not constitute an offer or solicitation in any state or jurisdiction in which, or to any person to whom, such offering or solicitation may not lawfully be made. Dreyfus Cash Management Dreyfus AMT-Free Tax Exempt Cash Management SEC file number. 811-04175 SEC file number. 811-03954 Dreyfus Government Cash Management Dreyfus AMT-Free Municipal Cash Management Plus Dreyfus Government Securities Cash Management SEC file number. 811-06172 Each a series of Dreyfus Government Cash Management Funds SEC file number: 811-03964 Dreyfus AMT-Free New York Municipal Cash Management Dreyfus Treasury Obligations Cash Management SEC file number: 811-06395 SEC file number. 811-04723 Dreyfus Treasury Securities Cash Management SEC file number. 811-05718 CC) 2020 BNY Mellon Securities Corporation CMGT — P06201ST EXHIBIT "F" PUBLIC FUNDS DEPOSITOR COLLATERAL SECURITY AGREEMENT This Agreement is made and entered into as of the date herein written by City of Baytown (referred to herein as the "Depositor"), Cadence Bank (referred to herein as the "Bank"), and First Horizon Bank (referred to herein as the "Trustee"). Whereas, Depositor, through action of its governing Board, or other authorized public official has designated Bank as a depository for Depositor's funds; Whereas, funds on deposit with Bank to the credit of Depositor are required by applicable state law to be secured by collateral assets; Whereas, to perfect Depositor's security interest in collateral assets pledged by Bank from time to time to secure such deposits, Bank's governing Board has authorized the undersigned Bank officer to enter into this Public Funds Depositor Collateral Security Agreement on behalf of Bank; Whereas, Bank utilizes the safekeeping services of Trustee with respect to some or all of Bank's assets of the type which Bank may pledge as security for Depositor's funds hereunder; Whereas, the Trustee is acting as an agent of the Depositor hereunder; Whereas, Bank has caused or will cause Trustee to issue directly to Depositor trust or safekeeping receipts or similar advices of pledged assets (herein referred to as the "Receipts") describing the particular assets which have been pledged by Bank hereunder; and Whereas, upon issuance of the Receipts, Trustee assumes responsibility to Depositor to hold the assets described in the Receipts (herein referred to as the "Collateral Assets") for the benefit of Depositor, subject to the terms and conditions set forth below. Now, therefore, in consideration of the foregoing, and for other consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows: 1. Grant of Security Interest. To secure the deposits maintained by Depositor with Bank from time to time, Bank hereby pledges and grants to Depositor a security interest in the Collateral Assets. Such pledge and security interest also applies to those Collateral Assets described in Receipts issued to Depositor prior to the date of this Agreement if, and only if, those Collateral Assets are specifically listed on Attachment "A" to this Agreement, which Attachment is hereby incorporated by reference. Such Receipts shall be deemed a part of this Agreement for the purpose of describing with particularity the assets pledged by the Bank to Depositor. Trustee shall hold the Collateral Assets in trust for the purpose herein stated, subject to the terms and provisions hereof. 2. Eligible Collateral. Bank agrees with Depositor that Bank will pledge as Collateral Assets only assets of the kind and character permitted under applicable state law. Trustee shall have no responsibility to determine whether assets pledged hereunder or for the purposes of substitution of the then -existing Collateral Assets or otherwise, are Eligible Collateral. 3. Required Collateral. It is the intention of the Bank and Depositor that at all times the total market value of the Collateral Assets securing deposits maintained by Depositor with Bank will equal the total sum required by applicable state law, and reduced to the extent that such deposits are insured by an agency or instrumentality of the United States Government (the "Required Collateral value"). 4. Mark to Market. Bank will revalue the Collateral Assets monthly and promptly Deposit with Trustee for the purposes of this Agreement and additional Collateral Assets which may be necessary to maintain the Required Collateral Value. Trustee shall have no responsibility to determine whether the value of the Collateral Assets equals the Required Collateral Value or whether the value of assets pledged in substitution of some or all of the then -existing Collateral Assets is equal to or greater than the value of the assets which are released and withdrawn from the pledge agreement by virtue of such substitution. 5. Market Value shall mean, with respect to any security, as of any date of determination thereof, the price of such securities quoted by a recognized pricing service. Provided, the market value of any asset -backed security pledged as Collateral Assets hereunder shall be reduced to reflect distributions of principal made on account of such security. 6. Release of Collateral Assets. Trustee shall not release or permit Bank to withdraw the Collateral Assets, or any part thereof, other than for the purpose of substitution, except upon Depositor's authorization. Depositor agrees with Bank to deliver such authorization in writing to Trustee promptly upon Bank's request under the circumstances described in Sections 6, 7, or 16 hereof and in no event later than two (2) Business Days. "Business Days" shall mean a calendar day excluding Saturdays, Sundays, and Federal Reserve designated bank holidays. Depositor's authorization to Trustee to release from the Collateral Assets only designated assets shall terminate the security interest granted hereunder only with respect to such designated assets. Depositor's authorization shall be given in writing and delivered, sent, or transmitted to Trustee in any reasonable manner, including without limitation by means of telephonic facsimile transmission. 7. Substitution of Collateral Assets. If the Depositor has indicated its acceptance of substitutions by marking "Accept" on the Pledgee's signature card, Bank may substitute for any one or more of such securities other securities of the same market value and character authorized herein. Such right of substitution shall remain in full force and may be exercised by Bank at any time and as often as it may desire; provided, however that the aggregate market value of all Collateral Assets pledged at any time shall be at least equal to the amount of Required Collateral required hereunder. With the tender of substitute Collateral Assets to Trustee, Bank hereby warrants that the substitute Collateral Assets will be of the same or greater market value as the Collateral Assets released and of the kind and character permitted under the statutes. With respect to Collateral Assets released under this paragraph, the security interest in such Collateral Assets shall terminate upon proper and sufficient substitution. If Depositor fails to either authorize or reject the release within two (2) Business Days as provided above then Depositor shall be liable to Bank for any loss incurred by Bank, as determined and limited by applicable state law, which is due to the delay in authorizing the release and substitution of Collateral. Trustee shall have no further liability to Depositor with respect to those assets for which new assets have been substituted as provided herein. 8. Excess Collateral Assets. At such times as the aggregate market value of the Collateral Assets held by Trustee exceeds the Required Collateral Value, Depositor, upon request by Bank, shall authorize Trustee to release the excess portion of the Collateral Assets using the following procedure: (a) Bank shall request Depositor to notify Trustee to release excess collateral, such request shall be provided to both Depositor and Trustee and shall specify those assets which are to be released by Trustee; (b) Depositor shall promptly authorize and instruct the Trustee in writing, but not later than two (2) Business Days, to release the Collateral Assets specified by Bank. Depositor may reject the release, or a portion thereof, if the Depositor determines that the aggregate market value of the Collateral Assets upon completion of the release is not equal to or greater than the Required Collateral Value. Such authorization shall specify those assets which are to be released to Bank by Trustee. If depositor fails to either authorize or reject the release within two (2) Business Days, as provided above, the Depositor shall be liable to Bank for any loss incurred by bank, as determined and limited under applicable state law, which is due to the delay in authorizing the release of Collateral. Trustee shall have no further liability to Depositor with respect to those assets withdrawn as provided herein. 9. Additional Collateral Assets. If at any time the aggregate market value of Collateral Assets held by Trustee is less than the Required Collateral Value, Bank shall, upon demand by Depositor, promptly, and not later than two (2) Business Days, deposit with Trustee for pledge to Depositor such sufficient additional assets as may be necessary to cause the aggregate market value of the Collateral Assets to equal the Required Collateral Value. 10. Income and Distribution on Collateral Assets. Bank shall be entitled to receive all income and other distributions, including principal distributions, which are paid or distributed on the Collateral Assets, and Trustee shall be entitled to remit such income and other distributions to Bank, or as directed by Bank, without approval of Depositor, so long as Depositor has not notified Trustee in writing of Bank's default hereunder and instructed that Trustee cease such remittances. In the event of such notice of default and instructions to cease remittances, Trustee shall have two (2) Business Days to comply therewith. 11. Reports. For each business day ending, Bank will prepare reports identifying the Collateral Assets pledged to Depositor and deliver same to Depositor. Such reports will include CUSIP (if available), security type, security description, maturity date, coupon rate, current par value, and current market value of each asset included among the Collateral Assets. The cut-off date for any monthly bank reports shall be the last calendar day of the month. 12. Default and Remedies. Should Bank fail at any time to pay and satisfy, when due, any check, draft, warrant, or voucher lawfully drawn against any deposit of Depositor, or in case Bank becomes insolvent or in any manner breaches its contract with Depositor, Depositor may give written demand for cure or reparation of such failure, insolvency or breach to Bank, and Bank shall within five business days from receipt of such notice cure such failure, insolvency or breach. In the event Bank shall fail to cure such failure, insolvency or breach within five business days of receiving said written notice, it shall be the duty of Trustee, upon written demand of Depositor announcing the default of Bank under this Agreement, to surrender the above -described Collateral Assets to the Depositor. Depositor may sell or cause to be sold all or part of such Collateral Assets and out of the proceeds thereof pay Depositor all damages and losses sustained by it, together with all reasonable expenses of any and every kind incurred by 4 it on account of such failure, insolvency or breach, or sale, accounting to Bank for the remainder, if any, of said proceeds or Collateral Assets remaining unsold. Bank shall remain liable for any deficiency after sale and reasonable expenses. Any sale of such Collateral Assets, or part thereof, made by Depositor hereunder may be made either at public or private sale; provided, however, it shall give Bank ten days written notice of the time and place where such sale shall take place, and such sale shall be to the highest bidder for cash. Depositor and Bank shall have the right to bid at such sale. 13. Authorization and Records. Bank's governing Board has authorized the pledge of Bank assets to collateralize deposits maintained by Depositor and has authorized the undersigned Bank officer to enter into, execute and deliver to public Depositor collateral pledge or security agreements on behalf of the Bank and to take all action which may be necessary or appropriate to create and perfect security interests in Bank assets as contemplated under such agreements. Bank shall maintain this Agreement among its official records continuously until such time as this Agreement is terminated and all deposits of Depositor have been properly paid out. This Agreement may be executed in one or more counterparts, each of which shall be an original. 14. Authorized Representatives, Depositor Agreements. During the term of this Agreement, Depositor will designate to Bank and to Trustee the Depositor's representative(s) who, singly or jointly, will be authorized to represent and act on behalf of Depositor in any and all matters of every kind arising under this Agreement, including without limitation the representative(s) authorized to furnish authorization to Trustee to release Collateral Assets. With respect to the relationship between Bank and Depositor, Bank's Depositor Agreement is incorporated herein for all purposes; however, to the extent that any provision therein conflicts with any provision herein, this Agreement will control. 15. Notices, Requests and Demands. When any written notice, request, demand, or other advice is required or may be given hereunder, it shall be deemed sufficient if the party giving such notice, request, demand, or other advice delivers the same to the other party by U.S. mail, postage prepaid, or by other superior mailing, or by hand delivery at the address provided in (1) below. Notices, requests, demands, or other advice may also be given or made by email provided the transmission is verified by the parry giving such notice, request, demand or other advice by calling the party to whom such notice is being given at the applicable telephone number listed in paragraph (2) below. (1) All notices, requests, demands, or other advice delivered by mail or by hand shall be deemed to have been given when received by any party hereto at the following address: DEPOSITOR: City of Baytown 2401 Market Street PO Box 424 Baytown, TX 77522 BANK: Cadence Bank 2100 Yd Ave North Suite 1100 Birmingham, AL 35203 TRUSTEE: First Horizon Bank Safekeeping Dept — MOML 165 Madison Ave Memphis, TN 38103 or to such other addresses of which any party hereto shall have notified the other party hereto in writing. (2) All notices, requests, demands, or other advice transmitted by email shall be deemed to have been given when received by any party hereto via the following email addresses: DEPOSTOR: Name (Contact): W. Victor Brownlees Email: victor.brownleest`a_.baytown.org Telephone (for verification): 281-420-6530 BANK: Name (Contact): Tell Alessio Email: tell. alessio c&cadencebank.com Telephone (for verification): 205-327-3608 TRUSTEE: Name (Contact): Ann Bratton Email: aibratton(o—)firsthorizon.com Telephone (for verification): 901-523-4139 or to such other email addresses of which any party hereto shall have notified the other party hereto in writing. For purposes of Paragraph (2) hereof, the phrase "when received" shall mean when received by the receiving party. 16. Facsimile Deemed Duplicate Record. Any facsimile of a document or other writing produced by telefax hereunder which is maintained by any party, including any copy thereof reproduced on film or other reproducing material by microfilming, photographing, Photostatting, or other appropriate process, or exemplification of copy of such reproduction or copy, shall be deemed a duplicate record for all purposes. Such facsimile or copy, when satisfactorily identified, shall be admissible in evidence as a duplicate in any judicial or administrative proceeding whether the original is in existence or not. A certified copy thereof shall be deemed to be a certified copy of the duplicate. 17. Termination: (a) Bank or Trustee may terminate this Agreement upon sixty (60) calendar days advance written notice to the other party or such earlier date as may be agreed upon by all of the parties. The terms of this Agreement shall continue to apply to all transactions entered into prior to such termination and until Bank shall have properly paid out all deposits (including any time deposits) and Depositor shall have authorized Trustee to redeliver to Bank's sole control all Collateral Assets then in Trustee's possession. In the event this agreement is terminated as to Trustee, Bank and Depositor shall agree on a successor Trustee and arrange for transfer of the Collateral Assets to such successor (or directly to Depositor, if no successor be found) not later than sixty (60) calendar days from the date of such termination notice; and upon such transfer Trustee shall have no further responsibility for any action or inaction occurring thereafter. (b) This Agreement may be terminated by Depositor upon sixty (60) calendar days advance written notice to the other parties. Such termination by Depositor shall be effective following sixty (60) days from receipt of such notice by Trustee and Bank, or upon such later date as may otherwise be stated in the notice. Upon termination of this Agreement by Depositor; (1) if the Depositor declares the Bank or Trustee to be in default, all Collateral Assets and funds held by Trustee under this Agreement shall be delivered to Depositor or its designee as promptly as possible, not to exceed sixty (60) calendar day, in accordance with written instructions from Depositor; or (2) if the Depositor elects to terminate this agreement for any reason other than the default of the Bank or Trustee, the terms of this agreement shall to continue to apply to all transactions entered into prior to such termination and until Bank shall have properly paid out all deposits (including any time deposits, subject to any early withdrawal penalties provided in the Depositor agreement) and Depositor shall have authorized Trustee to redeliver to Bank's sole control all Collateral Assets then in Trustee's possession and upon such termination, release, and transfer Trustee shall have no further responsibility for any action or inaction occurring thereafter. 18. Shared Ownership or Control. In the event trustee becomes related to Bank through shared ownership or control, the Collateral Assets shall be placed by Trustee and held in a restricted account at a Federal Reserve Bank or branch thereof or, as appropriate, at a federal home loan bank or branch thereof. On the day the restricted account is established for the deposit of Collateral Assets, Trustee shall disclose to Depositor in writing the name and address of the bank where the restricted account is held. 19. General Standard of Care. Trustee shall exercise the same degree of care with respect to the safekeeping of Collateral Assets as it uses with respect to its own similar property. 20. General Liability. Trustee shall be liable to Depositor for any loss suffered by Depositor as a result of Trustee's breach of this Agreement or from any loss occasioned by reason of negligence of or robbery, burglary, or theft by its employees, or any loss incurred while such Collateral is in a sub -custodian's possession or custody. Depositor acknowledges Trustee has no obligation under this Agreement to perform market valuations of Collateral Assets and, therefore, Trustee has no obligation hereunder for any loss occasioned by declines in the market value of such Collateral. 21. Rights of Depositor with Respect to Collateral. All Collateral Assets held pursuant to this Agreement shall be subject in all respects to the claims and rights of Depositor to the same extent as though such Collateral Assets had been deposited with Depositor. 22. Audits. Bank shall, or Bank shall cause Trustee to, remit statements of account of the Collateral Assets to Depositor or its auditors at least semi-annually as needed. In Witness Whereof, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of this 2°d day of November 2021 FOR DEPOSITOR By W. Victor Brownlees FOR BANK By Tell Alessio FOR TRUSTEE By Ann Bratton Title Director of Finance Title Treasurer/EVP Title VP, Commercial Safekeeping EXHIBIT "G11 ACCOUNT INFORMATION I� CADENCE CHECKING ACCOUNT � BANK TX-HOUST-WLMS TOWER -RETAIL 2800 POST OAK BLVD SUITE 100 HOUSTON TX 77056 ACCOUNT TITLE AND ADDRESS ACCOUNT OPEN DATE i ACCOUNT NUMBER OWNERSHIP TYPE PRODUCT NAME INITIAL DEPOSIT I BUSINESS ENTITY INFORMATION Name: Address: Contact Name: Contact Title: Contact Phone: E-Mail Address: Business Filing State: Date Established: Nature of Business: Resolution Date: Business does not engage in Internet Gambling. DEFINITIONS. "You," "your," and "account owner" refer to the Customer, whether or not there are one or more Customers named on the account, and the terms "we," "us," and "our" refer to the Bank, CADENCE BANK. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents. ACKNOWLEDGMENT. By signing this document, you acknowledge that you have opened the type of account designated above. The undersigned certify that all information provided to the Bank is true and accurate. As the account is in the name of a business entity, you acknowledge that you are acting on behalf of the business entity, and with respect to which you have legal authority to transact business. Your signature acknowledges the receipt of the appropriate Account Agreement for the type of account designated above and that you agree to be bound by the Account Agreement. You acknowledge that you have received a Funds Availability Policy Disclosure. All signers authorize this Bank to make inquiries from any consumer reporting agency, including a check protection service, in connection with this account. You also acknowledge that you have requested a change to your account and the terms of the Account Agreement and the Disclosures related to your existing account have been revised in their entirety effective on One Signer Required for Withdrawals By: Date By: Date Its: Its: By: Date By: Date Its: Its: 2001-2015 Compliance Systems. Inc 652911660-02A527 - 2015.13 0 1272 Page 1 ofi % w .compliances) stems.com Signer: Tax ID Number: Address: Date of Birth: Home Phone: Title/Capacity: Work Phone: Email Address: Unique Identifier: Identification Document Driver's License/State ID: ID Issued By: ID Issuing Location: ID Issue Date: ID Expiration: Verification Notation: Signer: Tax ID Number: Address: Date of Birth: Home Phone: Title'Capacity: Work Phone: Email Address: Unique Identifier: Identification Document Driver's LicenselState ID: ID Issued By: ID Issuing Location: ID Issue Date: ID Expiration: Verification Notation: Signer: Tax 1D Number: Address: Date of Birth: Work Phone: Title/Capacity: Home Phone: Email Address: Unique Identifier: Identification Document Driver's License/State ID: ID Issued By: ID Issuing Location: ID Issue Date: ID Expiration: Verification Notation: Signer: Tax ID Number: Address: Date of Birth: Home Phone: Title/Capacity: Work Phone: Email Address: Unique Identifier: Identification Document Driver's License'State ID: ID Issued By: ID Issuing Location: ID Issue Date: ID Expiration: Verification Notation: 4 2001-2015 Compliance Systems. Inc. 6529f660-cI BM27 - 2015.13.0.1272 Page 2 of 3 -.compliancesystems.com TAXPAYER IDENTIFICATION NUMBER (T.I.N.) CERTIFICATION Under penalties of perjury, I certify that: I. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined in the instructions for the IRS Form W-9), and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. Signature of U.S. person: Exemptions (see IRS Form W-9 instructions): Date FOR INSTITUTION USE. Purpose of Account: Source of Funds: OFAC: Exempt payee code (if any) Exemption from FATCA reporting code (if any) C 2001.2015 Compliance Systems. Inc. 6529f660-c 123b527-2015.13.0.1272 Page 3 of 3 ww .compliancesystems.com RESOLUTION CORPORATION CADENCE BANK TX-HOUST-WLMS TOWER -RETAIL 2800 POST OAK BLVD SUITE 100 HOUSTON TX 77056 BUSINESS ENTITY NAME AND ADDRESS This Resolution supersedes all previous Resolutions, effective OF RESOLUTION By signing below, I certify to CADENCE BANK ("Financial Institution") that: I am the of the above named ("Corporation"), validly organized and operating under the laws of the State of and filed at the appropriate filing office on the following is a true and complete copy of the Resolution, properly adopted at a duly called meeting held on by a quorum of the Corporation's Board of Directors in accordance with the By -Laws of the Corporation, if any; this Resolution is contained in the minutes of that meeting and that such Resolution is still in force and effect and has not been amended or rescinded, and was and still is in accordance with the By -Laws of the Corporation, if any; the Financial Institution has been provided a true and complete copy of the Articles or Certificate of Incorporation and the By -Laws of the Corporation, if any, as in effect as of the date of this Resolution; provided below are the correct names, titles, and genuine signatures of the persons authorized to exercise the powers provided in the Resolution ("Authorized Signers"); and the Financial Institution may rely upon my certification as to my authority to execute this Resolution and to make the representations in this Resolution. IT IS RESOLVED: The Authorized Signers shall possess the powers indicated as contained in this Resolution. DEPOSITORY ACCOUNT. Perform the following activities in regards to the depository account(s) indicated above in the name of the Corporation, subject to any terms and conditions governing the account(s), including: Account Opening and Maintenance. Open and maintain the Corporation account(s). Number of signers required: 1 Make Deposits. Make deposits to the Corporation account(s). Number of signers required: 1 • Endorsements. Endorse for negotiation, negotiate, and receive the proceeds of any negotiable instrument, check, draft, or order for the payment of money payable to or belonging to the Corporation, by writing, stamp, or other means permitted by this Resolution without the designation of the person endorsing. Number of signers required: 1 • Make withdrawals. Make withdrawals from the Corporation account(s) in any manner permitted by the account(s) regardless whether such action will create or increase an overdraft of the involved account. Number of signers required: 1 • Transfer Funds. Transfer funds from the Corporation account(s) in Financial Institution to any account whether or not held at this Financial Institution and whether or not held by this Corporation and execute any agreements related to such transfers. Number of signers required: 1 • Approve, Endorse, Guarantee and Identify Payees. Approve, endorse, guarantee, and identify the endorsement of any payee or any endorser of any negotiable instrument, check, draft or order for the payment of money whether drawn by the Corporation or anyone else and guarantee the payment of any negotiable instrument, check, draft, or order for the payment of money. Number of signers required: 1 • Delegate Authority. Delegate to others the authority to approve, endorse, guarantee, and identify the endorsement of any payee or endorser on any negotiable instrument, check, draft, or order for the payment of money and to guarantee the payment of any such negotiable instrument, check, draft, or order for the payment of money. Number of signers required: 1 2004-2015 Compliance Systems. Inc- e9748bbc-9eca609 - 2015.5.2.1.253 Resolution - Corporation DG9002 Page 1 of 3 v .cornpltances5slentsxorn IT IS FURTHER RESOLVED THAT: DESIGNATED DEPOSITORY. Financial Institution is designated as a depository for the funds of the Corporation and to provide other financial accommodations indicated in this Resolution. AUTHORIZED SIGNER'S POWERS. Authorized Signers are authorized to make any and all other contracts, agreements, stipulations, and orders which the Authorized Signers may deem advisable for the effective exercise of their powers. SIGNATURES. The Financial Institution shall be indemnified and held harmless by the Corporation for any claims, expenses, damages, or attorney fees resulting from the honoring of any signature, authorized by this Resolution, or refusing to honor any signature not so authorized, regardless of whether or not such signature was genuine, if such signature reasonably resembles the specimen provided to the Financial Institution. The Financial Institution shall also be permitted to rely upon non -signature security and verification codes which it provides to or receives from an Authorized Signer and shall be indemnified and held harmless by the Corporation for any claims, expenses, damages, or attorney fees resulting from their use. IMPROPER ENDORSEMENT. Any negotiable instrument, check, draft or order for the payment of moneys not clearly endorsed by an Authorized Signer may be returned to the Corporation by the Financial Institution. The Financial Institution, in its sole discretion, alternatively may endorse on behalf of the Corporation any negotiable instrument, check, draft, or order for the payment of money not clearly endorsed in order to facilitate collection. Financial Institution shall have no liability for any delay in the presentment or return of any negotiable instrument, check, draft, or order for the payment of money which is not properly endorsed. DISPOSITION OF FUNDS. When withdrawal or transfer powers are granted to an Authorized Signer, the Financial Institution is directed and authorized to act upon and honor withdrawal or transfer instructions issued and to honor, pay, transfer from, and charge to any depository account(s) of the Corporation, all negotiable instruments, checks, drafts, or orders for the payment of money so drawn when signed consistent with the Resolution without inquiring as to the disposition of the proceeds or the circumstances surrounding the issuance of the negotiable instrument, check, or order for the payment of money involved, whether such negotiable instruments, checks, drafts, or orders for the payment of money are payable to the order of, or endorsed or negotiated by any Authorized Signer signing them or any Authorized Signer in their individual capacities or not, and whether they are deposited to the individual credit of or tendered in payment of the individual obligation or account of any Authorized Signer signing them or of any other Authorized Signer. PRIOR ENDORSEMENTS. All negotiable instruments, checks, drafts, or orders for the payment of money deposited with prior endorsements are guaranteed by the Corporation. PRE -RESOLUTION TRANSACTIONS. All actions by Authorized Signers in accordance with this Resolution but before the adoption of this Resolution are approved, ratified, adopted, and confirmed by the Corporation. WARRANTY. That the Financial Institution may rely upon the certification as to the Corporation authority to execute this Resolution and make the representations in this Resolution. NOTIFICATION OF CHANGES. The Corporation shall notify Financial Institution in writing at its address shown above in advance of any changes which would affect the validity of any matter certified in this Resolution. REVOCATION AND MODIFICATION. An act ("Act") to modify, terminate, amend or replace this Resolution will not immediately affect the ability of the Financial Institution to rely upon this Resolution. The Act shall not affect any action by the Financial Institution in reliance on this Resolution before the date the Act becomes effective as set forth in the next sentence. An Act will not become effective until all of the following occur: (a) Financial Institution receives written notification of the Act in a form and substance satisfactory to the Financial Institution and (b) the Financial Institution has had a reasonable period of time to act upon such notification. Until the Act is effective, this Resolution shall remain in full force and bind the Corporation, its legal representatives, heirs, successors and assigns. DESIGNATION OF AUTHORIZED SIGNERS NAME/TITLE/SIGNATURE I AUTHORITY CODE/LIMITATIONS Date Date punt Opening and Maintenance; osits; Endorsements; Make With, lsfer Funds; Approve, Endorse, G, Identify Payees; Delegate Authority Account Opening and Maintenance; Make Deposits; Endorsements; Make Withdrawals; Transfer Funds; Approve, Endorse, Guarantee and Identify Payees; Delegate Authority Account Opening and Maintenance; Make Deposits; Endorsements; Make Withdrawals; Transfer Funds; Approve, Endorse, Guarantee and Identify Payees; Delegate Authority 2004-2015 Compliance Systems. Inc e9749bbc-9cca669-2015.51.1.253 Resolution - Corporation DG9002 Page 2 of 3 % w .comphances) stems.com CERTIFICATION. I certify that the foregoing are the names, titles, and genuine signatures of the authorized signers of the Corporation authorized by the Resolution. IN WITNESS WHEREOF, I have subscribed my name on the date shown below. Date + 2004-2015 Compliance Systems, Inc e9748bbc-9eca6d59 - 2015 5 2 1 253 Resolution - Corporation DG9002 Page 3 of 3 iHuxomphances5 stems.com EXHIBIT "H" ACCOUNT INFORMATION CHECKING ACCOUNT ACCOUNT TITLE AND ADDRESS CADENCE DANK TX-HOUST-WLMS TOWER -RETAIL 2800 POST OAK BLVD SUITE 100 HOUSTON TX 77056 ACCOUNT OPEN DATE ACCOUNT NUMBER j OWNERSHIP TYPE PRODUCT NAME INITIAL DEPOSIT BUSINESS ENTITY INFORMATION Name: Business Filing State: Address: Date Established: Nature of Business: Contact Name: Contact Title: Contact Phone: E-Mail Address: Resolution Date: Business does not engage in Internet Gambling. DEFINITIONS. "You," "your," and "account owner" refer to the Customer, whether or not there are one or more Customers named on the account, and the terms "we," "us," and "our" refer to the Bank, CADENCE BANK. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents. ACKNOWLEDGMENT. By signing this document, you acknowledge that you have opened the type of account designated above. The undersigned certify that all information provided to the Bank is true and accurate. As the account is in the name of a business entity, you acknowledge that you are acting on behalf of the business entity, and with respect to which you have legal authority to transact business. Your signature acknowledges the receipt of the appropriate Account Agreement for the type of account designated above and that you agree to be bound by the Account Agreement. You acknowledge that you have received a Funds Availability Policy Disclosure. All signers authorize this Bank to make inquiries from any consumer reporting agency, including a check protection service, in connection with this account. You also acknowledge that you have requested a change to your account and the terms of the Account Agreement and the Disclosures related to your existing account have been revised in their entirety effective on One Signer Required for Withdrawals By: Date By: Its: Its: By: Date By: Its: Its: Date Date L 2001-20I5 Compliance Systems. Inc 6529f660-c 123b527-2015.13.01272 Page 1 of3-.Compliances)stems.com Signer: Tax ID Number: Address: Date of Birth: Home Phone: Title/Capacity: Work Phone: Email Address: Unique Identifier: Identification Document Driver's License/State ID: ID Issued By: ID Issuing Location: ID Issue Date: ID Expiration: Verification Notation: Signer: Tax ID Number: Address: Date of Birth: Home Phone: Title/Capacity: Work Phone: Email Address: Unique Identifier: Identification Document Driver's License/State ID: ID Issued By: ID Issuing Location: ID Issue Date: ID Expiration: Verification Notation: Signer: Tax ID Number: Address: Date of Birth: Work Phone: Title -'Capacity: Home Phone: Email Address: Unique Identifier: Identification Document Driver's License/State ID: ID Issued By: ID Issuing Location: ID Issue Date: ID Expiration: Verification Notation: Signer: Tax ID Number: Address: Date of Birth: Home Phone: Title/Capacity: Work Phone: Email Address: Unique Identifier: Identification Document Driver's License: State ID: ID Issued By: ID Issuing Location: ID Issue Date: ID Expiration: Verification Notation: C 2001-2015 Compliance Systems, Inc. 6529f660-cIM527 - 2015.13.0.1272 Page 2 of 3 xvw xompliancesystems.cotn TAXPAYER IDENTIFICATION NUMBER (T.I.N.) CERTIFICATION Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined in the instructions for the IRS Form W-9), and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. Signature of U.S. person: Exemptions (see IRS Form W-9 instructions): Date FOR INSTITUTION USE. Purpose of Account: Source of Funds: OFAC: Exempt payee code (if any) Exemption from FATCA reporting code (if any) i 2001-2015 Compltmce Systems. Inc 6529f660-c 123b527 - 2015 13 0 1272 Page 3 of 3 w .compbmces) stems.com RESOLUTION CORPORATION BUSINESS ENTITY NAME AND ADDRESS CADENCE BANK TX-HOUST-WLMS TOWER -RETAIL 2800 POST OAK BLVD SUITE 100 HOUSTON TX 77056 This Resolution supersedes all previous Resolutions, effective DATE OF RESOLUTION ACCOUNT NUMBER By signing below, I certify to CADENCE BANK ("Financial Institution") that: I am the of the above named ("Corporation"), validly organized and operating under the laws of the State of and filed at the appropriate filing office on the following is a true and complete copy of the Resolution, properly adopted at a duly called meeting held on by a quorum of the Corporation's Board of Directors in accordance with the By -Laws of the Corporation, if any; this Resolution is contained in the minutes of that meeting and that such Resolution is still in force and effect and has not been amended or rescinded, and was and still is in accordance with the By -Laws of the Corporation, if any; the Financial Institution has been provided a true and complete copy of the Articles or Certificate of Incorporation and the By -Laws of the Corporation, if any, as in effect as of the date of this Resolution; provided below are the correct names, titles, and genuine signatures of the persons authorized to exercise the powers provided in the Resolution ("Authorized Signers"); and the Financial Institution may rely upon my certification as to my authority to execute this Resolution and to make the representations in this Resolution. IT IS RESOLVED: The Authorized Signers shall possess the powers indicated as contained in this Resolution. DEPOSITORY ACCOUNT. Perform the following activities in regards to the depository account(s) indicated above in the name of the Corporation, subject to any terms and conditions governing the account(s), including: Account Opening and Maintenance. Open and maintain the Corporation account(s). Number of signers required: 1 • Make Deposits. Make deposits to the Corporation account(s). Number of signers required: 1 • Endorsements. Endorse for negotiation, negotiate, and receive the proceeds of any negotiable instrument, check, draft, or order for the payment of money payable to or belonging to the Corporation, by writing, stamp, or other means permitted by this Resolution without the designation of the person endorsing. Number of signers required: I • Make withdrawals. Make withdrawals from the Corporation account(s) in any manner permitted by the account(s) regardless whether such action will create or increase an overdraft of the involved account. Number of signers required: 1 • Transfer Funds. Transfer funds from the Corporation account(s) in Financial Institution to any account whether or not held at this Financial Institution and whether or not held by this Corporation and execute any agreements related to such transfers. Number of signers required: 1 • Approve, Endorse, Guarantee and Identify Payees. Approve, endorse, guarantee, and identify the endorsement of any payee or any endorser of any negotiable instrument, check, draft or order for the payment of money whether drawn by the Corporation or anyone else and guarantee the payment of any negotiable instrument, check, draft, or order for the payment of money. Number of signers required: 1 • Delegate Authority. Delegate to others the authority to approve, endorse, guarantee, and identify the endorsement of any payee or endorser on any negotiable instrument, check, draft, or order for the payment of money and to guarantee the payment of any such negotiable instrument, check, draft, or order for the payment of money. Number of signers required: 1 2004-2015 Compliance Systems, Inc c9748bbc-9eca6d59.2015 5 2 1 253 Resolution - Corporation DG9002 Page 1 of 3 www compliances) stems.com IT IS FURTHER RESOLVED THAT: DESIGNATED DEPOSITORY. Financial Institution is designated as a depository for the funds of the Corporation and to provide other financial accommodations indicated in this Resolution. AUTHORIZED SIGNER'S POWERS. Authorized Signers are authorized to make any and all other contracts, agreements, stipulations, and orders which the Authorized Signers may deem advisable for the effective exercise of their powers. SIGNATURES. The Financial Institution shall be indemnified and held harmless by the Corporation for any claims, expenses, damages, or attorney fees resulting from the honoring of any signature, authorized by this Resolution, or refusing to honor any signature not so authorized, regardless of whether or not such signature was genuine, if such signature reasonably resembles the specimen provided to the Financial Institution. The Financial Institution shall also be permitted to rely upon non -signature security and verification codes which it provides to or receives from an Authorized Signer and shall be indemnified and held harmless by the Corporation for any claims, expenses, damages, or attorney fees resulting from their use. IMPROPER ENDORSEMENT. Any negotiable instrument, check, draft or order for the payment of moneys not clearly endorsed by an Authorized Signer may be returned to the Corporation by the Financial Institution. The Financial Institution, in its sole discretion, alternatively may endorse on behalf of the Corporation any negotiable instrument, check, draft, or order for the payment of money not clearly endorsed in order to facilitate collection. Financial Institution shall have no liability for any delay in the presentment or return of any negotiable instrument, check, draft, or order for the payment of money which is not properly endorsed. DISPOSITION OF FUNDS. When withdrawal or transfer powers are granted to an Authorized Signer, the Financial Institution is directed and authorized to act upon and honor withdrawal or transfer instructions issued and to honor, pay, transfer from, and charge to any depository account(s) of the Corporation, all negotiable instruments, checks, drafts, or orders for the payment of money so drawn when signed consistent with the Resolution without inquiring as to the disposition of the proceeds or the circumstances surrounding the issuance of the negotiable instrument, check, or order for the payment of money involved, whether such negotiable instruments, checks, drafts, or orders for the payment of money are payable to the order of, or endorsed or negotiated by any Authorized Signer signing them or any Authorized Signer in their individual capacities or not, and whether they are deposited to the individual credit of or tendered in payment of the individual obligation or account of any Authorized Signer signing them or of any other Authorized Signer. PRIOR ENDORSEMENTS. All negotiable instruments, checks, drafts, or orders for the payment of money deposited with prior endorsements are guaranteed by the Corporation. PRE -RESOLUTION TRANSACTIONS. All actions by Authorized Signers in accordance with this Resolution but before the adoption of this Resolution are approved, ratified, adopted, and confirmed by the Corporation. WARRANTY. That the Financial Institution may rely upon the certification as to the Corporation authority to execute this Resolution and make the representations in this Resolution. NOTIFICATION OF CHANGES. The Corporation shall notify Financial Institution in writing at its address shown above in advance of any changes which would affect the validity of any matter certified in this Resolution. REVOCATION AND MODIFICATION. An act ("Act") to modify, terminate, amend or replace this Resolution will not immediately affect the ability of the Financial Institution to rely upon this Resolution. The Act shall not affect any action by the Financial Institution in reliance on this Resolution before the date the Act becomes effective as set forth in the next sentence. An Act will not become effective until all of the following occur: (a) Financial Institution receives written notification of the Act in a form and substance satisfactory to the Financial Institution and (b) the Financial Institution has had a reasonable period of time to act upon such notification. Until the Act is effective, this Resolution shall remain in full force and bind the Corporation, its legal representatives, heirs, successors and assigns. DESIGNATION OF AUTHORIZED SIGNERS NAME/TITLE/SIGNATURE AUTHORITY CODE/LIMITATIONS Account Opening and Maintenance; Deposits; Endorsements; Make With, Date Transfer Funds; Approve, Endorse, G, and Identify Payees; Delegate Authority Dunt Opening and Maintenance; Make osits; Endorsements; Make Withdrawals; Isfer Funds; Approve, Endorse, Guarantee Identify Payees; Delegate Authority ount Opening and Maintenance; Make osits; Endorsements; Make Withdrawals; Isfer Funds; Approve, Endorse, Guarantee Identify Payees; Delegate Authority t 2004-2015 Compliance Systems, Inc e9748bbc-9ew669 - 2015 5 2 1.253 Resolution - Corpomtion DG9002 Page 2 of 3 w w.comphmces) stems.com CERTIFICATION. I certify that the foregoing are the names, titles, and genuine signatures of the authorized signers of the Corporation authorized by the Resolution. IN WITNESS WHEREOF, I have subscribed my name on the date shown below. Date v 2004-2015 Compliance Systems. Inc e9748bbc-9eca609 - 2015.5.2.1.253 Resolution - Corporeuon DG9002 Page 3 of 3 % ww.compliancesystems.com - CADENCE CERTIFICATE OF AUTHORIZATION Treasury Management DOC NO: TM-COA-EXH-01 BANK FOR TREASURY MANAGEMENT SERVICES REV:04 This EXHIBIT is made pursuant to that TREASURY MANAGEMENT SERVICES AGREEMENT (as the same may be modified or amended from time to time, the "Master Agreement") by and between CADENCE BANK ("Cadence") and the below -identified company ("Client"), the GENERAL TERMS of which are incorporated by reference. In the event of a conflict between the terms of this EXHIBIT and the terms of the Master Agreement, the terms of this EXHIBIT shall control except where specifically indicated otherwise in Master Agreement. Company Name: Tax ID: Number of COA signatures on Exhibits: RESOLVED: Each of the following persons: insert names and information of persons authorized to make Treasury Management decisions COA #1 Name Title Phone Email Initials Signature COA #2 Name Title Phone Email Initials Signature COA #3 Name Title Phone Email Initials Signature are authorized by this Company to enter into deposit account, treasury management, investment and fund transfer agreements with CADENCE BANK, a national banking association organized and existing under the laws of the United States of America ("Bank"), and to designate who is authorized to withdraw funds, initiate payment orders, execute service agreements, and otherwise give instructions on behalf of this Company. This Certificate of Authorization for Treasury Management Services ("Authorization") is in addition to any other authorizations in effect and will remain in force until Bank receives written notice of its revocation at the address and in the manner designated by it. Any change(s) to this Authorization will take effect only after Bank receives written notice of such change(s) and has had a reasonable time to verify and act on the change(s). All prior authorizations TMO: TMS: Last Updated: 11/16/20212:52 PM Page 1 2 CADENCE CERTIFICATE OF AUTHORIZATION Treasury Management DOC NO: TM-COA•EXH-01 BANK FOR TREASURY MANAGEMENT SERVICES REV:04 and certifications made by the Company remain in effect except as modified by this Authorization. The Company ratifies all transactions purportedly done on its behalf with Bank before the delivery of this Authorization. Certification and Agreement: Each of the undersigned persons hereby certifies that; 1. a) If the Company named above is a corporation, the undersigned is its Secretary or Assistant Secretary; b) If it is a partnership, the undersigned constitute all of its general partners; c) If it is a limited liability company, the undersigned constitute all of the Member(s) and/or all of its Manager(s). 2. This Authorization has been duly adopted by resolution by the Company's board or other governing body. The resolution remains in effect and has not been changed in anyway and does not conflict with any provision of the Company's articles of incorporation, articles of organization, bylaws, or any other document by which the Company is bound. The specimen signatures appearing in this Authorization are genuine signatures of the persons authorized in said resolution. 3. The Company has granted full legal authority to the persons named herein to enter into and execute this Authorization and to bind the Company to the terms and conditions of Bank's Treasury Management Services Agreement ("Agreement"). By execution and delivery of this Authorization, the Company is bound by the Agreement. The Company will, upon request of Bank, deliver certified copies of all resolutions and other documents evidencing such necessary corporate authorizations, as well as such additional authorizations and approvals with respect to the services offered under the Agreement as Bank may reasonably request. 4. The signatures and titles of the person(s) signing this Authorization and the "Request For Treasury Management Services Agreement" ("Request"), and any addenda, attachments and exhibits (if any), are the genuine signatures and titles of those persons. Bank is authorized to honor the instructions of the person(s) signing this Authorization and the Request when such instructions bear a manual or facsimile signature and where the facsimile signature resembles a specimen the Company has certified to Bank, no matter by whom or by what means the manual or facsimile signature may have been made. Bank has no duty to inquire into the instructions provided by any person(s) signing this Authorization or the Request before executing the instructions, even if the instructions benefit the signer(s) individually. 5. No other person's signature or authorization is required to bind the Company with respect to this Authorization, the Request, the Agreement and any authorizations mentioned in the resolution. By (Name Typed or Printed) Signature Title (e.g. Secretary; General Partner; Manager, Member) Date TMO: TMS: Last Updated:11/16/20212:52 PM Page 2 12 - CADENCE CERTIFICATE OF INCUMBENCY Treasury Management DOC NO: TM-COI-EXH-01 BANK FOR TREASURY MANAGEMENT SERVICES REV:02 This EXHIBIT is made pursuant to that TREASURY MANAGEMENT SERVICES AGREEMENT (as the same may be modified or amended from time to time, the "Master Agreement") by and between CADENCE BANK ("Cadence") and the below -identified company ("Client"), the GENERAL TERMS of which are incorporated by reference. In the event of a conflict between the terms of this EXHIBIT and the terms of the Master Agreement, the terms of this EXHIBIT shall control except where specifically indicated otherwise in Master Agreement. COMPANY LEVEL INFORMATION Company Name: Tax ID: Number of COA signatures on Exhibits: AUTHORIZED RESOLVED: Each of the following persons: Insert names and information of persons authorized to make Treasury Management decisions COA #1 Name Phone Email Initials Signature COA #2 Name Phone Email Initials Signature COA #3 Name Phone Email Initials Signature COA #4 Name Phone Email Initials Signature Title Title Title Title Prepared By: Last Updated:1/4/2022 1:41 PM P a g e 1 1 5 - CADENCE CERTIFICATE OF INCUMBENCY Treasury Management DOC NO: TM•COI-EXH-01 8 A N K FOR TREASURY MANAGEMENT SERVICES REV:02 are authorized by this Company to enter into deposit account, treasury management, investment and fund transfer agreements with CADENCE BANK, a national banking association organized and existing under the laws of the United States of America ("Bank"), and to designate who is authorized to withdraw funds, initiate payment orders, execute service agreements, and otherwise give instructions on behalf of this Company. This Certificate of Authorization for Treasury Management Services ("Authorization") is in addition to any other authorizations in effect and will remain in force until Bank receives written notice of its revocation at the address and in the manner designated by it. Any change(s) to this Authorization will take effect only after Bank receives written notice of such change(s) and has had a reasonable time to verify and act on the change(s). All prior authorizations and certifications made by the Company remain in effect except as modified by this Authorization. The Company ratifies all transactions purportedly done on its behalf with Bank before the delivery of this Authorization. Certification and Agreement: Each of the undersigned persons hereby certifies that; 1. a) If the Company named above is a corporation, the undersigned is its Secretary or Assistant Secretary; b) If it is a partnership, the undersigned constitute all of its general partners; c) If it is a limited liability company, the undersigned constitute all of the Member(s) and/or all of its Manager(s). 2. This Authorization has been duly adopted by resolution by the Company's board or other governing body. The resolution remains in effect and has not been changed in any way and does not conflict with any provision of the Company's articles of incorporation, articles of organization, bylaws, or any other document by which the Company is bound. The specimen signatures appearing in this Authorization are genuine signatures of the persons authorized in said resolution. 3. The Company has granted full legal authority to the persons named herein to enter into and execute this Authorization and to bind the Company to the terms and conditions of Bank's Treasury Management Services Agreement ("Agreement"). By execution and delivery of this Authorization, the Company is bound by the Agreement. The Company will, upon request of Bank, deliver certified copies of all resolutions and other documents evidencing such necessary corporate authorizations, as well as such additional authorizations and approvals with respect to the services offered under the Agreement as Bank may reasonably request. 4. The signatures and titles of the person(s) signing this Authorization and the "Request For Treasury Management Services Agreement" ("Request"), and any addenda, attachments and exhibits (if any), are the genuine signatures and titles of those persons. Bank is authorized to honor the instructions of the person(s) signing this Authorization and the Request when such instructions bear a manual or facsimile signature and where the facsimile signature resembles a specimen the Company has certified to Bank, no matter by whom or by what means the manual or facsimile signature may have been made. Bank has no duty to inquire into the instructions provided by any person(s) signing this Authorization or the Request before executing the instructions, even if the instructions benefit the signer(s) individually. 5. The Company adopts the following Banking Resolution and Certificate of Incumbency (with specimen signatures)* for all related accounts identified in the Account List ("Exhibit A") and certify under penalties of perjury that: a. The number shown on this form is the correct taxpayer identification number, and b. I am not subject to backup withholding because: (1) 1 am exempt from backup withholding, or (2) 1 have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (3) the IRS has notified me that I am no longer subject to backup withholding, and C. I am a U.S. citizen or other U.S. person/entity (A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, an estate, or a domestic trust). Prepared By: Last Updated:1/4/2022 1:41 PM P a g e 2 15 - CADENCE CERTIFICATE OF INCUMBENCY Treasury Management DOC NO: TM-COI-EXH-01 BANK FOR TREASURY MANAGEMENT SERVICES REV:02 The undersigned certifies that: a) Any individual (each an "Authorized Signer") holding any of the following positions: (Title) (Title) (Title) (Title) (Title) (Title) Is authorized, acting alone, (1) to establish accounts from time to time for the Company at the bank, as well as to operate and close such accounts, and (2) to designate persons to operate each such account including closing the account, and b) The person whose signature, name, and title appear in the Designated Account Signers section ("Exhibit B"), have the authority to operate any account opened. The authority to operate an account includes: authority to sign checks and other items and to give us other instructions to withdraw funds, to endorse and deposit checks and other items payable to or belong to the Company, and, to transact other administrative business related to the account, including closing the account and that their signatures are genuine. 6. No other person's signature or authorization is required to bind the Company with respect to this Authorization, the Request, the Agreement and any authorizations mentioned in the resolution. By (Name Typed or Printed) Signature By (Name Typed or Printed) Signature By (Name Typed or Printed) Signature Title (e.g. Secretary; General Partner; Manager; Member) Date Title (e.g. Secretary; General Partner; Manager; Member) Date Title (e.g. Secretary; General Partner; Manager; Member) Date Prepared By: Last Updated:1/4/2022 1:41 PM P age 3 15 CERTIFICATE OF INCUMBENCY Treasury Management CADENCE DOC NO: TM-COI-EXH-01 BANK FOR TREASURY MANAGEMENT SERVICES REV:02 By (Name Typed or Printed) Signature By (Name Typed or Printed) Signature Title (e.g. Secretary; General Partner; Manager; Member) Date Title (e.g. Secretary; General Partner; Manager; Member) Date EXHIBIT A —ACCOUNT LIST Account Name Tax Identification Number Account Number Prepared By: Last Updated: 1/4/2022 1:41 PM P a g e 4 15 - CADENCE CERTIFICATE OF INCUMBENCY Treasury Management DOC NO: TM-COI-EXH-01 BANK FOR TREASURY MANAGEMENT SERVICES REV:02 EXHIBIT B - DESIGNATED ACCOUNT SIGNERS Name Title Date of DL Number, State, Issue Signature Birth Date & Expiration Date Prepared By: Last Updated:1/4/2022 1:41 PM P age 5 15 EXHIBIT "I" 131 APPENDIX 9.4.0 City of Baytown TEXAS GOVERNMENT CODE VERIFICATIONS (for Companics Stith 10 or mom M-time empio)ees entering imoa conuaci with a eaiue of$100,000 or more( Pursuant (oft Texas Government Code, 1. Amy Wills. VP. Treasury Management the undersigned reprosentathre of Cadence Bank. N.A, do hereby verify the following for and on behalf of the above- referenced company (the "Company7. a the Company does not boycott Israel and will not boycott Israel during the term of the contract to be entered Into with the City of Baytown; b, the Company does not boycott energy companies and will not boycott energy companies during the term J the ; ontract to be entered Into with the City of Baytown; and the Company does not have a practice, policy, guidance or directive that discriminates against a firearm entity,)r firearm trade a -- and will not discriminate during the term of the contract against a firearm entity or firearm trade association. In making this verification, 1 understand that the following definitions apply: ! Boycott Israel" means refusing to deal with, terminating business activities with or otherwise faking any act ion that is intended to penalize in ft t economic harm on or Will cormnerda I relations specilicafy with Israel, or wide a person or entity doing business in Israel or in an Israelt- controlled territory. but does not Include an action made for ordinary business purposes. 2. Boycott energy company means without an Ord nary business purpose, refusing to deal with, terminating business activities with or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company a engages in the exploration production, utilization, transportation, safe, or manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental standards beyond applicable federa and state law; or b does business with a company described by Paragraph (a) 'Discriminate against a firearm entity or firearm trade association" means, with respect to the ent ty or association, to a. refuse to engage in the trade of any goods or services with the entity or a ation based solely on its status as a firearm entity or firearm trade association; b refrain from continuing an existing business relat onshlp w th the entit association based solely on its status as a firearm entity or firearm trade association; or C. terminate an existing business relationship with the ent-ty or association ba ed klyon itsstatus as a firearm entity or firearm trade association but does not include. a. the established policies of a merchant, retail seller, or p atform that re trict or prohibit the listing or selling of ammunition firearms, or firearm accessories, and b. a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship (1) to comply with federal. state or local law, policy, or regulations or a directive by a regulatory agency or (2) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade assoc ation. EXECUTED this ttte_� � day 20 � I Cadence Bank, N.A. 61AT � Utz PUBLICM , STATE OF 7EX118 MY COW EV 12)03I1024 �4 t NOTARY ID 13M6441 Company Name Signature Amy Wills, VP Treasury Sales Printed Nan, STATE OF TEXAS § COUNTY OF HARR IS § Before me. /1kkk-1Z4 � _ _ _ the undersigned notary public. on / li3/ z % this day personally appeared - ' j!l-.i - - - _ _ 'A4 I?,. the (Ttt1e) of up _ (Company Name), known to me to be the person whose name Is subscribed to the foregoing instrument who after by me being duly sworn. did swear and affirm that the above is true and correct Given under mt hand and seal of office this_ days , 0 City of Baytown, Texas Request for Applications for Depository Services October, 2021