Rho Savings Account Terms and Conditions
The American Deposit Management Co.Master Services AgreementTHIS MASTER SERVICES AGREEMENT (this Agreement) is entered into as of [Date entered on survey], between American Deposit Management, LLC and its wholly owned subsidiary ADM Consulting, LLC (referred to herein collectively as ADM) on the one hand, and (Client) on the other hand.RECITALSA. ADM provides various treasury and financial services, including the services set forth in Recital C(the Program);
Client desires to enroll in such consulting and advisory services as set forth below;
Client further desires to appoint ADM as agent to deploy, manage, and administer Client funds
with select Federal Deposit Insurance Corporation (FDIC) and/or National Credit Union Administration (NCUA) insured depository institutions (collectively, the Program Institutions) upon initial deposit of funds by Client at custodian banks (collectively, the Custodians);
D. ADM desires to provide such consulting, management and fulfillment services as requested by Client herein; andE. ADM further desires to manage Client funds as agent to be held in Custodian and Program Institution deposit accounts (a Custodian is deemed a Program Institution and referred to herein as such when Client funds have been deployed by ADM in deposit accounts at the Custodian), to deploy, manage and administer those funds consistent with Clients objectives, and, as requested by the Client, to provide Client with evidence of the Deposit Insurance or that the funds are secured.F. Client has entered into an agreement (the Rho Terms of Use) with Under Technologies Inc, dba Rho Technologies (Rho) pursuant to which, amongst other things, Client has engaged Rho to deliver instructions and other information to and from third party service providers, such as ADM (such services being, the Rho Services).AGREEMENTSIn consideration of the foregoing premises, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Program Selection. The Program is comprised of the following components:(a) the American Money Market Account (the AMMA), a liquid money market account, under which funds will be deployed and managed by ADM in bank deposit accounts at Program Institutions1 (the AMMA Accounts), and
1 Deposit accounts at Program Institutions may be classified as money market accounts, non-interest bearing accounts, interest bearing accounts savings accounts or negotiable order of withdrawal (NOW) accounts.
WHEREAS:(b) the American Term Deposit Account, under which funds will be deployed and managed by ADM in certificate of deposit accounts (CD Accounts).
Client has the option to determine whether to request (1) extended deposit insurance, under which funds in excess of the amounts insured by the FDIC or NCUA are secured through the pledge of identified and agreed upon collateral or issuance of a surety bond, all in accordance with the terms and conditions set forth herein, or (2) waiver of extended deposit insurance, under which funds in excess of the amounts insured by the FDIC or NCUA will not be secured. By signing below, Client acknowledges and understands that, in the event Client chooses to waive extended deposit insurance, Client funds deposited with a Program Institution in an amount in excess of the applicable limit for FDIC or NCUA insurance coverage, are not guaranteed by the FDIC or NCUA, or through the pledge of identified and agreed upon collateral, or the issuance of a surety bond, or by any government agency and, as a result, in the event of a financial failure of any such Program Institution, Client funds on deposit in a depository account with such Program Institution will be at risk. By signing Exhibit A, Client expressly waives extended deposit insurance.
Prior to depositing funds, Client shall select the program under which the particular funds shall be deployed and managed and provide ADM with written notification of such selection.
2. Account Eligibility; Client Representations and Warranties. The Program is only open to participants that meet the minimum deposit requirement currently in place at the time of opening. The minimum deposit requirement may be waived at the discretion of ADM.The Program is only open to participants which are U.S. Persons. For this purpose, a U.S. Person is (i) any partnership, corporation or limited liability company organized or incorporated under the laws of the United States or any state thereof, (ii) any trust as to which one or more natural persons reside in the United States, or a U.S. Person as otherwise defined herein, has or have the authority as trustee to control all of the substantial decisions of the trust, (iii) any federal, state or local governmental unit, agency or authority located in the United States, and (iv) such other parties as ADM may approve, from time to time.
Public Unit Depositors make the following representations and warranties to ADM:
(a) Client is a public unit and the undersigned individual who has executed this Agreement on behalf of Client is the official custodian of Client as those terms are used in 12 C.F.R. 745.10 of the NCUA regulations,
(b) Client is a public depositor (or that terms equivalent) as defined under applicable state statutes in which the public depositor is located,(c) Client hereby represents and warrants to ADM that (i) the undersigned officer of Client is knowledgeable as to the source and nature of the funds that are deposited with ADM; and (ii) no funds that are deposited via ADM pursuant to this Agreement are proceeds of municipal securities (as defined in Rule 15Ba1- 1(m)(1) promulgated under Section 15B of the U.S. Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the Exchange Act) unless Client is represented, with respect to the applicable municipal securities and related funds investments, by a municipal advisor that is registered with the SEC pursuant to the Exchange Act and is independent of ADM, and
(d) Client has received the Disclosure Statement of Municipal Advisor from ADM.
All Clients other than public unit depositors, represent and warrant that they are an "accredited investor" as that term is defined by applicable securities laws and the Securities and Exchange Commission.
(e) Client represents that it is party to Rho Terms of Use and shall inform ADM if it ceases to be party thereto. Client represents that ADM shall continue to honor Instructions received from Rho until notified by Client of termination of its agreement with Rho.
3. Deposits. Under the Program, cash balances will be deployed into deposit accounts which are obligations of the Program Institutions in which the deposits are held and qualify for Deposit Insurance protection in accordance with the applicable rules of the FDIC or NCUA, as such rules may be amended from time to time. The Program Institutions may pay interest, at varying rates, on the deposit accounts (See Interest below).AMMA Accounts. Each business day, ADM or its Custodian(s) will deposit your cash balances held in custodial accounts into one or more omnibus deposit accounts maintained at the Program Institutions.CD Accounts. ADM or its Custodian(s) will deposit your cash balances held in custodial accounts into one or more separate CD Accounts maintained at the Program Institutions. The terms of such CD Accounts will be selected in accordance with your liquidity needs and stated investment goals. Client shall provide ADM with written notification when requesting or opening a CD Account.Your deposit account ownership will be evidenced by an entry on records maintained by ADM and/or the Custodian(s) for each of the Program Institutions at which your funds are on deposit. You will receive a monthly account statement that will reflect all deposits, withdrawals, Program Institution deposit balance(s), net earnings and a delivered rate.
Your Funds (including accrued interest) in each recognized legal capacity, are currently eligible for up to $250, 000 of Deposit Insurance at each Program Institution in which your funds are on deposit (subject to the aggregation of any other funds you have on deposit at the same Program Institution in the same legal capacity). Unless you have elected to establish extended deposit coverage, ADM will use commercially reasonable efforts to ensure that no more than $250, 000 of your funds will be deposited in any single Program Institution; however, if funds in excess of $250, 000 are deposited into or withdrawn from the Program in a single day, for a limited amount of time (intraday or overnight), the entire amount of the withdrawal or deposit may be held at one Program Institution. In such an event, in lieu of obtaining full Deposit Insurance, ADM may take steps to secure the amount of your funds by employing the tools available to you by extending deposit insurance.
Funds intended for deposit into the AMMA Accounts and/or CD Accounts must be deposited through the Custodian and cannot be placed directly with ADM or any of the Program Institutions. Deposits received by the Custodian on any standard banking day before 12: 00 P.M. Central Time will be deposited with the Program Institutions on the next business day. Payments made by check, money order or cashiers checks will be held based upon availability of funds.
4. Withdrawals. By enrolling in the Program, you consent to have your money on deposit at the Program Institutions automatically withdrawn from the Program Institution accounts upon your request for withdrawal. ADM reserves the right to take reasonable measures to verify your withdrawal request (but is not under any duty to do so), and ADM will not be held liable for any delays caused by such verification measures.You may make a request for withdrawal at any time, in any amount of available funds, from your account. You acknowledge that CD Accounts are time deposits and, therefore, certain withdrawals from CD Accounts may result in the assessment of early withdrawal penalties or fees. You agree that you shall be wholly responsible for the payment of such penalties or fees.
Withdrawals are limited to six (6) per month. Withdrawals must be requested from ADM and cannot be made directly from the Custodian or any of the Program Institutions in which funds are held. ADM will process, or cause to be processed, withdrawal requests on Tuesdays and Thursdays (Processing Days) for settlement to your designated account on Wednesdays and Fridays (Settlement Days). Requests for amounts of $3, 000, 000 or less received by ADM on or before 12: 00 P.M. Central Time on a Processing Day will settle to your designated account on the next Settlement Day specified by you in the withdrawal request. Withdrawal requests for amounts of $3, 000, 000 or less received by ADM after 12: 00 P.M. Central Time on a Processing Day will not settle to your designated account the next day, but will be settled to your designated account on the next Settlement Day thereafter. Requests for amounts greater than $3, 000, 000 are considered special handling and will be settled at a mutually acceptable Settlement Day, regardless of whether the withdrawal request is received by ADM on or before 12: 00 P.M. Central Time. Notwithstanding anything herein to the contrary, ADM is unable to process withdrawal requests or settle such requests to your designated account on holidays recognized by the Federal Reserve Board. If a withdrawal request is made or a withdrawal is scheduled to settle on a holiday recognized by the Federal Reserve Board, the transaction will be processed/settled as follows: (i) in the case of a withdrawal request, such request will be processed on the next available Processing Day, and will be settled to your designated account in accordance with the settlement timelines set forth above, based on the non-holiday Processing Day; or (ii) in the case of settling a withdrawal, the funds will be scheduled to settle to your account on the next Settlement Day following the holiday.
The accounts at the Program Institutions do not include check writing privileges, ATM transactions, or debit card transactions. Withdrawals can be made by telephone or electronically using any procedures required by ADM.
All funds movements (whether involving deposits, transfers or withdrawals) will be subject to time-of-day and local business day limitations, including limitations imposed by time-zone differences. ADM will not be held liable for any delay, failure or error by any Program Institution in making payment on any withdrawal.
5. Initial Funding. Upon Clients deposit of funds with a Custodian, ADM shall distribute such funds to Program Institutions on behalf of Client. Pursuant to Clients program selection, ADM shall cause the funds to be held in the AMMA Accounts and/or CD Accounts (AMMA Accounts and CD Accounts are collectively referred to herein as the Deposit Accounts) of the Program Institutions. Client acknowledges that ADM may, from time to time, place a certain portion of Clients funds in a non-interest bearing transaction account. Funds in the Deposit Accounts shall remain the sole property of Client.6. Management of Funds. ADM agrees to honor Client instructions (Instructions), with respect to this Agreement, received from Rho, by written or electronic means, as if they were delivered to ADM directly by Client. . In the event that Instructions received from Rho, on behalf of Client do not reflect Instructions of Client, Client agrees that such Instructions, received from Rho, shall be considered Instructions received directly by Client. Client further agrees that any disputes arising from Instructions received from Rho to ADM are governed expressly by the agreement between Rho and Client to which ADM is not a party nor under which ADM shall not have any obligations or liability thereunder.7. Client expressly consents to ADM sharing with Rho such information as Rho may request in the course of Rho providing the Rho Services, including but not limited to information concerning Client funds, Deposit Accounts, transactions and such other information as ADM and Custodians may maintain with respect to Client and their funds. If Client wishes for ADM to cease sharing such information with Rho, it shall send notice of such preference to ADM and also to Rho. Rho is not a party to this Agreement and shall not have any rights or obligations hereunder..
8. ADM will deploy and continue to manage Client funds in the Deposit Accounts from time to time on Clients behalf. ADM and the Custodians will provide Client evidence of the transactional history of Clients funds upon reasonable written request by Client. ADM will pay interest with respect to the Deposit Accounts as outlined in Section 9. In accordance with the Clients stated objectives, ADM will manage all funds in Deposit Accounts using reasonable discretion.
9. Deposit Insurance, Security and Collateral. ADM will take all steps necessary to deploy funds in Deposit Accounts that are insured by the FDIC and/or NCUA, as applicable, and to ensure that all funds deployed are fully insured or secured in accordance with the Client's instructions. Custodians and Program Institutions will be selected by ADM. With respect to Program Institutions, ADM agrees that funds shall only be deployed in FDIC-insured banks or NCUA-insured credit unions that are Qualified. For a Program Institution to be Qualified initially (at the time of a first deposit in the depository) it must be well capitalized (as such term is defined by applicable FDIC or NCUA regulations) based upon information about such Program Institution published by the FDIC or the NCUA on a quarterly basis. The fact that a Program Institution is well capitalized does not mean that it will not be subject to failure at a later point in time. Further, in the event a Program Institution fails, its insured deposits will either be assumed by another insured depository institution, or by the appropriate regulator for the failed institution (either the FDIC or the NCUA), in its capacity as receiver. In either case, as with all other depositors, it may take a period of time for ADM to substantiate its claim to and withdraw any funds previously on deposit at the failed financial institution.From time to time, there may be instances arising from processing cutoffs and other operational deadlines where deposits placed in the AMMA or the American Term Deposit Account may exceed the Deposit Insurance coverage limits. In such instances, to the extent commercially reasonable, ADM will take all steps necessary to secure the full deposit (or any portion in excess of the Deposit Insurance coverage limit) in any Deposit Accounts by: (i) entering into a repurchase agreement on Clients behalf with the particular Program Institution(s), pursuant to which the deposited funds will be exchanged at certain agreed upon times for securities (or a secured interest therein) owned by the Program Institution(s) and then re-exchanged at a specified future date and price, or (ii) obtaining a perfected first lien security interest in eligible Program Institution Collateral with a value no less than 100% of the balance of your funds in the Deposit Accounts. Collateral shall be any obligation authorized by law to be pledged by a financial institution to secure deposits. At Clients written request, ADM will provide evidence of such repurchase or security agreement, as applicable.
In addition to securing deposits with the Collateral described above, ADM may deploy funds at one or more Program Institutions where a surety bond or similar private insurance is in place for the benefit of ADM's clients securing any deposit balances in excess of the Deposit Insurance coverage limits. At the reasonable request of Client, ADM shall provide Client evidence that such surety bond or similar private insurance is place.
10. Program Institutions. Each Program Institution is a separately insured depository institution. ADM may include additional Program Institutions, delete Program Institutions, and determine the order of Program Institutions, at its discretion. ADM may deposit cash balances with any of the Program Institutions, in any order that ADM determines is appropriate.The Deposit Accounts established by ADM, as agent on your behalf, constitute a direct obligation of the Program Institution(s) and are not directly or indirectly an obligation of ADM or the Custodian, to the extent such accounts are not held by the Custodian. In the event a Program Institution rejects additional deposits, withdraws from the Program, or is terminated, you hereby authorize and direct ADM, as your agent, to move your affected accounts to another Program Institution. In the event ADM is unable to make such an alternate arrangement, ADM will transfer your balance to your account at your primary financial institution and notify you of such action.