Schwab Wealth Advisory™ Account Agreement

Fee Schedule for Accounts Enrolled Before January 1, 2014, or Otherwise Subject to Lower Price Conditions

Schwab has another fee schedule that applies generally to accounts enrolled in SWA before January 1, 2014 (“Grandfathered  Fee  Schedule”). The Grandfathered Fee Schedule also applies to any accounts you enroll  on or after January 1, 2014, if certain conditions are  met  as  described below. Specifically, if you or someone in your household (generally,  a person with the same last name living at  the  same  address) (1) opened an SWA account before January 1, 2014, and (2) has continuously maintained at least one SWA account since the time of that initial SWA enrollment (thus meeting “Lower Price Conditions”), the Grandfathered Fee Schedule will apply to new SWA accounts that you enroll on or after January 1, 2014.

Please see the Schwab Wealth Advisory™ Disclosure Brochure for the fee schedule applicable to accounts enrolled before January 1, 2014, or otherwise subject to Lower Price Conditions. If you believe that your SWA  account qualifies for, but is not receiving, Grandfathered Fee Schedule pricing, you agree to notify us immediately. SWA accounts subject to the Grandfathered Fee Schedule will stay on that schedule even after the Standard Fee Schedule goes into effect.

For Portfolios subject to the Quarterly Minimum, an APR of 1.60%  will be applied to determine the Quarterly Maximum. On a daily basis, the total value of the enrolled Billable Assets will be multiplied by the daily pro rata portion (i.e., 1/365, or 1/366 in a leap year) of the APR (each a “Daily Total Amount”). For the last  business  day  of  the  quarter  and any subsequent non-business days, the Daily  Total  Amount is assumed to be equal to the Daily Total  Amount  for  the  second-to-last  business day of the quarter. The Daily Total Amounts for each quarter are added together to make the “Quarterly Total Amount.” If the Quarterly Total Amount (plus any MAS or SMP fees for accounts grouped together with the accounts in your Portfolio for purposes of meeting the Quarterly Minimum and calculating the Quarterly Maximum) is greater than the Quarterly Minimum, you will pay the Quarterly Total Amount for that quarter; otherwise, you will pay the Quarterly Minimum.

The SWA Fee does not apply to money market fund shares, which are not Billable Assets for the purpose of calculating the SWA Fee. If you terminate your enrollment in SWA before the completion of two quarterly billing cycles, Schwab retains the right, in its sole discretion, to charge up to $2,000 (the equivalent of two Quarterly Minimums) for services rendered to that point. If, after those two quarterly billing cycles, you terminate your enrollment in SWA before the completion of any subsequent quarterly billing cycle, Schwab shall charge you the sum of Daily Total Amounts up until termination. From time to time, Schwab can, at its sole discretion, elect to reduce or change the applicable SWA Fee for particular clients or groups of clients  as a result of individual negotiations or promotional offers.

B. Allocation of SWA Fee. Unless you or another account holder in your Portfolio has designated a single billing account, the SWA Fee will be allocated among the accounts of your Portfolio in proportion to their percentage of the Portfolio’s Billable Assets. For example, if you have two accounts enrolled in SWA, containing, respectively, two-thirds and one-third of the Billable Assets, and the Quarterly Total Amount for a particular quarter comes to $1,200, then $800 of the SWA Fee will be charged to one account and $400  will be charged to the other. You agree that if a single billing account has been designated, then that account will pay the SWA Fee for other enrolled accounts, including accounts in which you have no ownership interest. If a single billing account is  closed or otherwise becomes ineligible for billing, Schwab will revert to the proportional allocation method described above. If a single billing account has  been  designated, certain accounts from a single Portfolio may nonetheless be excluded from the single-billing arrangement, in which case excluded accounts will each pay their proportional share of the SWA Fee, and the remainder will be debited to  the single billing account. Some types  of  accounts  may  not  serve  as single billing accounts due to legal requirements or other restrictions. Fiduciaries and all other account holders are obligated to notify Schwab if the SWA Fee, or any portion of the SWA Fee, should not be debited to an established single billing account.  Contact Schwab if you  wish  to make other arrangements for the SWA Fee payment.

C. Payment of SWA Fee. Unless Schwab notifies you in writing otherwise, the SWA Fee will be debited directly from the accounts of your Portfolio or the single billing account. You authorize Schwab to liquidate money market fund shares and other assets  held in any enrolled account, and to take any other actions authorized by the brokerage  account agreement(s), to the extent necessary to pay the SWA Fee and other applicable fees and charges not covered by the SWA  Fee. To  the  extent that any  account  lacks  sufficient  funds  to  pay  the  SWA  Fee, or other fees and charges not covered  by  the  SWA  Fee,  you also authorize Schwab, to the extent permitted by law and your brokerage account agreement(s), to debit  those  fees and charges to other Schwab accounts in which you have an interest, including unenrolled accounts. Schwab may immediately terminate your enrollment in SWA in  the  event you fail to timely pay any fee (including  the  SWA  Fee),  commission, charge or other amount you owe Schwab related to your accounts. If you believe that there are any discrepancies between the SWA fees actually charged and the SWA fees calculated under the  applicable  fee  schedule, you agree to notify SWAI.

D. Valuing Billable Assets. For the purpose of calculating the SWA Fee, Schwab will determine the value of the enrolled Billable Assets in a manner that Schwab believes, in good faith and at its sole discretion, reflects their fair market value. Schwab may use and rely upon prices obtained from third-party vendors. While Schwab  believes  these  sources to be reliable, you agree that  Schwab’s  valuation of enrolled Billable Assets is not to be considered  a  guarantee of the value of those assets. The actual prices at which securities are bought and sold may be different from those used for purposes of calculating the SWA Fee.

E. Accounts with Preexisting Permanent Account Service Fee Waivers. Accounts with preexisting fee waivers, including certain IRAs opened prior to  April  1,  2000,  are not subject to account service fees. Such accounts are not exempt from the SWA  Fee, however;  any  such  account  enrolled in SWA will be subject to its share of the  SWA Fee.  If  you prefer  not  to have an account with a preexisting fee waiver billed for its share of the SWA Fee, you may designate another account  to  pay the entire SWA Fee, as described in Section 2.B above. The preexisting account service  fee waiver will continue to apply if you later unenroll that account from SWA.

3. Billable and Non-Billable Assets

The SWA Fee will be calculated by looking at all assets in your  Portfolio except cash balances, money market fund shares, mutual fund shares upon which a sales charge has been or will be paid to Schwab and other Non-Billable  Assets  described  in  Section  3.B  below.  Specifically,  the SWA Fee will be calculated by looking at the Billable Assets described immediately below.

A. Billable Assets. Billable Assets consist of the following:

• Equities, including, but not limited to, common stock, preferred securities (including convertible preferred stock before conversion), restricted stock, master (publicly traded) limited partnership shares or units, American Depositary Receipts, foreign  ordinary  shares  and  any  rights or warrants on equities;
• Funds that trade on an exchange, including, but not limited to, exchange-traded funds and any closed-end funds;
• Unit Investment Trusts;
• Billable Fund Shares consisting of all mutual fund shares except money market fund shares or other “Non-Billable Fund Shares” described in Section 3.B below. Billable Fund Shares include, but are not limited to, shares of Schwab-affiliated mutual funds, shares of no-load mutual funds, shares of mutual funds on which Schwab charges a transaction fee and any mutual fund shares upon which a sales charge has been paid to another broker-dealer or a financial services firm other than Schwab;
• Fixed Income Investments, including fixed income securities, such as U.S. Treasury and federal agency securities, securities of government-sponsored enterprises (“GSEs”), corporate bonds and medium-term notes, zero-coupon bonds, commercial paper, municipal bonds, bank certificates of deposit (“CDs”), asset-backed securities (including collateralized mortgage obligations), convertible debt securities, fixed income market-linked investments that are tied to currency, fixed income or equity indices (such as equity-linked CDs, TIERS and ELKS);
• Alternative Assets (including, but not limited to, non-publicly traded limited partnership and limited liability company interests, private company common stock, shares of exchange funds, shares of hedge funds and funds of funds, shares of private equity funds and funds of funds, shares of managed futures funds, interests in real estate funds and other non-publicly traded investments that Schwab, in its sole discretion, determines) for which Schwab receives a valuation at least quarterly and that you purchased: (i) through Schwab without a sales charge paid to Schwab; or (ii) through another broker-dealer or a financial services firm other than Schwab whether or not a sales charge was paid to such broker-dealer or other financial services firm. Please see Sections 3.B and 5.D below for information  on  certain  Alternative Assets that are Non-Billable Assets and other important information about Alternative Assets, respectively;
• Assets Purchased on Margin or through other extensions of credit by Schwab or its affiliates will be considered for  purposes  of  calculating the SWA Fee. The SWA Fee will not, however, be charged on debit balances in your accounts or on proceeds from “short sales” (meaning securities that you sell that you have borrowed but do not own). Please see the account agreement(s) for information relating to interest charges on any debit balances in your accounts.

B. Non-Billable Assets. The SWA Fee is not charged on Non-Billable Assets in your Portfolio. Non-Billable Assets include, but are not limited to:

• Cash Balances, consisting of money that is awaiting investment, which can include money earning interest through Schwab One®Interest or Bank Sweep and that is in your account as a result of a liquidation of securities or a dividend payment;
• Non-Billable Fund Shares, consisting of any money market fund shares, mutual fund shares upon which a sales charge has been or will be paid  to Schwab and any other mutual fund shares that Schwab, in its sole discretion, determines will not be subject to the SWA Fee;
• Alternative Assets you purchased through Schwab with a sales load paid to Schwab and/or for which Schwab receives a valuation less frequently than quarterly; and
• Other Investments, including, but not limited to, options, insurance, annuities, and direct investments in commodities and commodity futures.

4. Mutual Fund Shares

A. The SWA Fee Applies to Billable Fund Shares. Billable Assets include Billable Fund Shares. You would not pay the SWA Fee if you were to purchase these fund shares in an account not enrolled in SWA.

B. Dividend Reinvestment/Automatic Investment Program. The SWA Fee applies to Billable Fund Shares acquired  upon  dividend  reinvestment (even if those dividends were paid on Billable Fund Shares  not  then subject to the SWA Fee) and through an automatic investment program.

5. Client Authority and Responsibilities

A. Fiduciary Accounts. If you are a fiduciary enrolling an applicable account in SWA, you acknowledge a duty to use  SWA  for  the  benefit  of the beneficiaries of any Trust, UTMA or UGMA, or other fiduciary account and not for yourself personally.

B. Retirement Accounts and IRAs. If you are a fiduciary enrolling an IRA or other retirement account, you understand and agree that you have a fiduciary responsibility to act in the best interest of the retirement account or IRA and to use account assets exclusively in  the  interests  of  participants and beneficiaries (in their capacity as participants and beneficiaries and not personally). You represent that you have made an independent determination that SWA is suitable and appropriate  for  the  account  and that the SWA Fee and other fees and expenses are reasonable for the available services. You  understand that you are also acting as a fiduciary in making decisions to enroll a retirement account or IRA with other accounts. You understand and agree that any decision that you make regarding how to pay for SWA must include consideration of the benefits to each of the retirement accounts or IRAs, and must not negatively impact   any of the retirement accounts or IRAs.  You acknowledge that you, and not Schwab or SWAI, are responsible for those  decisions.  You  agree  to hold Schwab and SWAI harmless from any loss, claim, penalty,  tax, expense or other liability arising from your instructions to Schwab or SWAI to enroll any retirement account or IRA or from your instruction to Schwab to bill you for SWA by a particular method.

As part of SWA, Schwab or, beginning January 1, 2012, SWAI may recommend that you buy or sell shares of mutual funds underwritten and/or managed by Schwab or SWAI and certain of its affiliated companies (“Affiliated Funds”). Schwab, SWAI and these affiliated companies (together, the “Affiliates”) are subsidiaries of The Charles Schwab Corporation. The Affiliated Funds  and  certain  of  the  Affiliates (though not SWAI) have entered into agreements under which those Affiliates provide certain services to the Affiliated Funds. For example, Schwab provides investment advisory, transfer agent and shareholder  services  to certain of the Affiliated Funds. Details about the  roles  played  by  and the relationships between the Affiliates, including any sales commission received by the principal underwriter and any charges, fees, discounts or penalties imposed in connection with any Affiliated  Fund, can be found in the prospectus or program agreement for each such fund. If you are a fiduciary enrolling a retirement account in SWA, you  acknowledge and agree that you, and not Schwab, are responsible for the decision to buy or sell shares of Affiliated Funds.  For more information about Affiliated Funds, see the SWA Disclosure Brochure.

C. Tax Considerations. Your payment of the SWA Fee may result in different tax consequences from those resulting from the payment of brokerage commissions or other transaction-based charges or from the payment of separate fees for individual services. You acknowledge and agree that you alone are responsible for any tax implications and/or tax obligations resulting from your enrollment in SWA.

D. Alternative Assets. You understand and agree that: (i) non-publicly traded Alternative Assets generally lack a liquid market and that the value of such securities may be difficult to ascertain; (ii) any estimated value reflected on your account statement or other communication from Schwab is for informational purposes only and may be significantly different from the actual market value or the liquidation value of such Alternative Assets; and (iii)  except as explicitly provided in this Agreement or in the Alternative Investment Custody Addendum (the “Addendum”) to the brokerage account agreement(s), Schwab has no responsibility for determining the value of the Alternative Assets. Please see the Addendum for more information relating to, among other things, the valuation of Alternative Assets.

6. Amendment, Modification and Termination

A. Amendment. Schwab may, in its sole discretion and at any time, modify, discontinue or terminate SWA or any feature within SWA, change the calculation or rate of the SWA Fee, or otherwise amend the terms governing SWA upon prior advance written notice to you. Once you are sent such notice, you  will  have  an  opportunity,  prior to the  effective date of any amendment, to terminate your enrollment. Termination  of your enrollment in SWA will not affect your obligations, including, but not limited to, your payment of the SWA Fee due before such termination is effective, nor will termination of  enrollment, by itself, close your accounts or terminate the account agreement(s). Any amendment will be effective on the date specified by Schwab and/or  as otherwise required by law. If you do not terminate  your enrollment  prior  to  the  effective date of an amendment, you will be deemed to have agreed to such amendment. Immediately upon termination of enrollment, your eligibility to receive the services and benefits within SWA will cease.

B. Changing or Terminating SWA Enrollment. If you would like to change or terminate your enrollment in SWA, please call your service team or write to us at: Charles Schwab & Co., Inc., Attn: Schwab Wealth Advisory™ Service Team, P.O. Box 628291, Orlando, FL 32862.

You agree that Schwab may, but is not obligated to, accept and rely upon your oral authorization, whether given to Schwab or  SWAI, to unenroll from SWA. Other holders of accounts enrolled in your Portfolio are required to provide their own authorizations to unenroll. Please be aware that if you are enrolled in SWA and holders of other accounts in your Portfolio elect to change or terminate their enrollment, the proportional share of the SWA Fee borne by your accounts can increase and/or the remaining enrolled accounts may no longer be appropriate for SWA. If you change to a different service, or you or Schwab terminates your enrollment in SWA, your brokerage accounts will continue to be maintained and governed by the brokerage account agreement(s) as well as any new applicable terms of service. Schwab will process a service change request or  termination request as soon as practicable. Changing to a new service will not affect your obligations, including, but not limited to, your obligation to pay any SWA Fee due to Schwab.