FULLY DISCLOSED CLEARING AGREEMENT

I.

APPLICABLE LAWS AND RULES AND APPROVAL BY NYSE

Throughout the term of this Agreement, each of the parties hereunder shall be subject to the provisions of federal, state and local laws, rules and regulations and the constitution, by-laws, rules, regulations and stated policies of the New York Stock Exchange, Inc. (“NYSE”), and any other securities exchange or association or regulatory or self-regulatory organization (“SRO”) vested with authority over the parties and/or the transactions contemplated hereby, applicable to the parties, as currently in effect or as they may be hereinafter amended, revised or supplemented (collectively, the “Applicable Laws and Rules”). To the extent that specific Applicable Laws and Rules are cited in this Agreement, such individual Applicable Laws and Rules shall also apply as currently in effect or as they may be hereinafter amended, revised or supplemented. Correspondent agrees to comply with the NYSE rules cited herein, as well as comparable SRO provisions (including, without limitation, comparable NASD rules). In the event that Correspondent is not an NYSE member firm, Correspondent agrees to comply with the NYSE rules specifically cited herein as if it were an NYSE member firm. This Agreement will be submitted by Ridge for approval by the NYSE, and will become effective upon such approval. In the event that this Agreement is not approved, the parties shall negotiate in good faith to obtain the requisite approval.

II.

SERVICES

A.

Services to be Performed by Ridge

Subject to compliance by Correspondent with its obligations under this Agreement, Ridge will perform the following services:

1.

Upon Correspondent’s request, Ridge will execute orders for the proprietary account(s) of Correspondent (the “Proprietary Accounts”), and the customer accounts of Correspondent (the “Customer Accounts”), provided such accounts have been accepted by Ridge (collectively, the “Accounts”), but only insofar as such orders are transmitted by Correspondent to Ridge or are transmitted by a customer of Correspondent (“Customer”) to Ridge in accordance with Section V.A. of this Agreement.

2.

Ridge will prepare and distribute confirmations with respect to transactions in each of the Customer Accounts in accordance with Section VII.A. of this Agreement, and Ridge will provide duplicates of such confirmations to Correspondent.

3.

Ridge will prepare and distribute summary monthly statements to Customer Accounts (or quarterly statements to Customer Accounts if no activity in the Customer Account occurs during any quarter covered by such statement) in accordance with Section VII.A. of this Agreement, and Ridge will provide duplicates of such statements to Correspondent.

4.

Ridge will settle contracts and transactions in securities (including options to buy or sell securities) (a) between Correspondent and other brokers and dealers, (b) between Correspondent and the Accounts, and (c) between Correspondent and persons other than the Accounts or other brokers and dealers.

5.

Ridge will engage in cashiering functions for the Accounts, including the receipt, delivery and transfer of securities purchased, sold, borrowed and loaned; receiving and distributing payment therefore; holding in custody and safekeeping all securities and payments so received; the handling of margin accounts, including paying and charging of interest; the receipt and distribution of dividends and other distributions; and, at the instruction of the Account, the processing of exchange offers, rights offerings, warrants, tender offers and redemptions. To the extent that any cashiering functions with respect to the receipt of securities and the making and receiving of payments therefor may be relinquished to Correspondent, Correspondent shall have full responsibility for such functions.

6.

Ridge will construct and maintain books and records of all transactions executed or cleared through it and not specifically assigned to Correspondent pursuant to the terms of this Agreement (e.g., account opening documentation), including a daily record of required margin and other information required by the Applicable Laws and Rules.

Any additional services to be performed shall be subject to the mutual agreement of the parties. Such additional services, if applicable, shall be set forth with related fees on Schedule A hereto. Schedule A is hereby incorporated in and made an integral part of this Agreement.

B.

Services That Shall Not be Performed by Ridge

Unless otherwise agreed to in a writing executed by the parties hereto, Ridge shall not engage in any of the following services on behalf of Correspondent, the responsibility for which shall be solely and exclusively that of Correspondent:

1.

Accounting, bookkeeping or recordkeeping, cashiering, or any other services with respect to commodity transactions, and/or any transaction other than securities transactions.

2.

Preparation of Correspondent’s payroll records, financial statements or any analysis or review thereof or any recommendations relating thereto.

3.

Preparation or issuance of checks in payment of Correspondent’s expenses, other than expenses incurred by Ridge on behalf of Correspondent pursuant to this Agreement.

4.

Payment of commissions, salaries or other remuneration, or reimbursement of expenses, to Correspondent’s salespersons or any other employees of Correspondent.

5.

Preparation and filing of reports with the Securities and Exchange Commission (the ”SEC”), any state securities commission, any national securities exchange registered under the Securities Exchange Act of 1934 (the “1934 Act”), or other securities exchange or securities association or any other regulatory or self-regulatory body or agency with which Correspondent is associated and/or by which it is regulated. Ridge will, at the request of Correspondent, furnish Correspondent with any necessary information and data contained in books and records kept by Ridge and not otherwise reasonably available to Correspondent if such information is required in connection with the preparation and filing of such reports by Correspondent.

6.

Making, maintaining and filing reports and records required to be kept by Correspondent by the Currency and Foreign Transactions Reporting Act of 1970 (the “Currency Act”), and the regulations promulgated thereunder ( provided , however , that the foregoing shall not affect Ridge’s obligations to make, maintain and file reports and records required to be kept by Ridge by the Currency Act).

7.

Making, maintaining and filing reports and records required of Correspondent by the Bank Secrecy Act (the “Bank Secrecy Act”), the U.S.A. Patriot Act (the “Patriot Act”), and the regulations promulgated thereunder, and other Applicable Laws and Rules relating to anti-money laundering (“AML”) activities, including, without limitation, (i) currency transaction reports (“CTRs”), (ii) currency or monetary instrument reports (“CMIRs”), (iii) suspicious activity reports (“SARs”), and (iv) foreign bank and financial account reports (“FBFARs”) ( provided , however , that the foregoing shall not affect Ridge’s obligations to make, maintain and file reports and records required of Ridge by the Applicable Laws and Rules). Notwithstanding the foregoing, Ridge reserves the right, exercisable in its sole and exclusive discretion, to prepare and file such reports on behalf of Correspondent. In the event that Ridge undertakes to prepare or file such reports, Correspondent acknowledges that Ridge does not assume any reporting responsibilities of Correspondent nor is Correspondent relieved of any of its reporting obligations.

8.

Verification of the name or address of any Account.

9.

Verification of the authority of, or changes in the identity or address, of any person holding any power of attorney over any Account.

10.

Verification of the validity of, or proper authorization for, any orders or instructions received by Ridge from Correspondent or from any Customer in connection with an Account.

11.

Obtaining and verifying new account information, and ensuring that such information meets the requirements of the Applicable Laws and Rules, including, without limitation, any requirements of the Bank Secrecy Act, the Patriot Act, and the regulations promulgated thereunder.

12.

Maintaining a record of all personal and financial information concerning any Account and all orders received by Correspondent therefrom, and maintaining all documents and agreements executed by any Account.

13.

Compliance with the reporting, disclosure and record keeping requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”), and the regulations promulgated thereunder.

14.

Compliance by Correspondent with the statutes, rules and regulations administered by the Office of Foreign Assets Control (“OFAC”), which prohibit, among other things, engaging in financial transactions with certain sanctioned or embargoed countries and foreign nationals ( provided , however , that the foregoing shall not affect Ridge’s obligations to comply with the statutes, rules and regulations administered by OFAC).

C.

Exclusive Clearing Arrangement

Correspondent agrees that, for the term of this Agreement, all transactions in all securities, including, without limitation, listed and over-the-counter equities, fixed income securities, options, and mutual fund shares, shall be cleared exclusively through Ridge, unless and except to the extent that: (1) Ridge agrees in writing otherwise; or (2) Ridge has rejected a proposed Account or has declined to execute or clear a particular transaction in an Account; and (3) Correspondent currently clears its DVP/RVP institutional business through Goldman Sachs Execution & Clearing L.P.. In the event that any transaction is cleared through any other firm, nothing herein shall be construed as a waiver by Ridge of the foregoing requirement nor an agreement by Ridge to assume any obligations or liabilities arising from any such transaction.

III.

OPENING AND SUPERVISION OF ACCOUNTS

A.

Account Documentation

Correspondent shall be solely and exclusively responsible for obtaining, verifying and maintaining all required information and the identity and address of each potential Customer, including, without limitation, any customer identification information required by the Applicable Laws and Rules, including, without limitation, the Bank Secrecy Act or the Patriot Act, and any regulation(s) promulgated thereunder. Correspondent shall be responsible for the maintenance and retention of all account applications, and Correspondent hereby acknowledges its obligation to retain account applications in an easily-accessible place in accordance with the Applicable Laws and Rules and agrees to provide the original application to Ridge by overnight delivery within 48 hours of a request from Ridge. All account documentation shall be on the forms provided by Ridge for that purpose, or, alternatively, prepared by Correspondent at its expense and pre-approved in writing by Ridge, in either case in a format compatible with Ridge’s computerized accounting and records maintenance systems. In accordance with Ridge’s procedures, Correspondent shall notify Ridge promptly of any changes or corrections in any information, instructions or documents previously forwarded to Ridge. Correspondent shall be solely and exclusively responsible for obtaining, updating, and maintaining current and correct customer addresses and other customer information, and Ridge may for all purposes rely, without verification, on the accuracy of such addresses and all other information and documents furnished by Correspondent to Ridge regarding any Customer Account. Correspondent shall be solely and exclusively responsible for complying with the requirements of Rule 15g-9 under the 1934 Act, if applicable. Correspondent shall also promptly furnish Ridge with such additional information or documentation as Ridge may request from time to time.

B.

Knowledge of Customer and

Correspondent shall be solely and exclusively responsible through a general partner, a principal executive officer or a person designated for supervisory responsibilities to use due diligence to learn the essential facts relative to every Customer and Account, every order for any Account, and every person holding power of attorney over any Account, and to supervise diligently all Accounts and their handling by Correspondent’s registered representatives so as to be in full compliance with all Applicable Laws and Rules. The preparation or possession by Ridge for Correspondent of surveillance records, exception reports or other similar data shall not obligate Ridge to establish policies, practices or procedures relating to such materials. Correspondent shall be solely and exclusively responsible for ensuring that the Customers are not minors and do not otherwise lack the capacity to enter into a contract and are not prohibited from opening a securities account under the Applicable Laws and Rules. Correspondent shall implement and enforce policies and procedures reasonably designed to ensure that (i) the Customer is the individual or entity it represents itself to be, (ii) the funds and securities in any Account do not come from a prohibited source under the Applicable Laws and Rules, and (iii) the Customer or its Customer Account(s) are not established or maintained for a prohibited purpose under the Applicable Laws and Rules.

C.

Acceptance of Accounts

Each Customer Account and Proprietary Account accepted and approved by Correspondent shall be subject to acceptance by Ridge (which shall not be construed to require any due diligence on the part of Ridge). Correspondent shall not approve any Customer Account unless all information required in Section III.A. of this Agreement has been received and due diligence as set forth in Section III.B. of this Agreement has been performed by Correspondent. Ridge reserves the right, exercisable in its sole and exclusive discretion, without prior notice to Correspondent or to the Customer, to reject any account that Correspondent may offer as an Account, or to terminate any account previously accepted by it as an Account. Without limiting the generality of any of the foregoing, Ridge will be under no obligation to accept any Customer Account as to which any documentation or information required to be submitted to Ridge or maintained by Correspondent pursuant to Sections III.A. and III.B. of this Agreement is incomplete. No action taken by Ridge or any of its employees, including, without limitation, clearing a trade in any Account, shall be deemed to be or shall constitute acceptance of such Customer Account. Without limiting the generality of any of the foregoing, in the event that any information or documentation requested by Ridge regarding a Customer Account is not promptly provided to Ridge, Ridge may reject or terminate such account as a Customer Account or refuse to execute or clear any further transactions therein. Ridge shall endeavor to give prior notice to Correspondent or to the Customer of any such rejection or termination to the extent practical under the circumstances and in the event that Ridge does not give such prior notice, it shall promptly give Correspondent notice after taking such action. If Ridge nevertheless accepts or continues to execute or clear transactions in such Customer Account, it shall not be deemed a waiver of Ridge’s right to receive such information or documentation or to later terminate or refuse to execute or clear transactions in such Customer Account.

D.

Supervision of Orders and Accounts

Correspondent shall be solely and exclusively responsible for the conduct and supervision of the Accounts and all transactions therein and their compliance with the Applicable Laws and Rules. Correspondent’s responsibilities shall include, without limitation, the following:

1.

selecting, training, and supervising all personnel of Correspondent who open, approve, authorize or accept orders or transactions in the Accounts;

2.

establishing written procedures for the conduct of the Accounts and ongoing review of all transactions in Accounts, and maintaining qualified compliance and supervisory personnel to implement such procedures;

3.

knowing the investment objectives of each Customer and determining the suitability of all transactions in the Accounts;

4.

ensuring that there is a reasonable basis for any recommendations made by Correspondent to Customers;

5.

determining the appropriateness of the frequency of trading in an Account;

6.

determining that each transaction in an Account has been duly authorized;

7.

timely forwarding instructions from the Customer to Ridge, and authenticating any such instructions;

8.

obtaining and maintaining all documents necessary for the performance of Correspondent’s responsibilities under this Agreement and retaining such documents in accordance with the Applicable Laws and Rules;

9.

complying, to the extent applicable, with the “three quote rule” as set forth by the NASD when functioning as an executing broker;

10.

complying with all “Blue Sky” requirements applicable to Correspondent with respect to any order or transaction in an Account; and

11.

informing Ridge of the location of the securities which are the subject of any order transmitted to Ridge for execution so that Ridge may comply with the Applicable Laws and Rules.

E.

The AML Program

1.

Correspondent shall develop, implement and enforce written AML policies and procedures (the “AML Program”), reasonably designed to ensure compliance with the requirements of the Applicable Laws and Rules relating to AML, including, without limitation, the Bank Secrecy Act, the Patriot Act, the regulations promulgated thereunder, and the statutes, rules and regulations administered by OFAC. The AML Program shall cover, among other things, (i) the identification and verification of prospective Accounts (Patriot Act, § 326), (ii) the identification of the source(s) of funds and securities in prospective Accounts, (iii) the identification, monitoring and reporting of suspicious activities, (iv) responses to requests for documents and information from law enforcement authorities, (v) prohibitions on the opening, maintaining, administering or managing of accounts on behalf of prohibited entities (such as, for example, foreign “shell banks”), and (vi) special due diligence procedures for Accounts involving non-U.S. persons (such as, for example, Accounts held directly or indirectly by foreign banks). The AML Program shall be developed, implemented and enforced by a qualified compliance officer designated by Correspondent for such purposes. The AML Program shall be reviewed and approved in writing by a member of senior management of Correspondent. Notwithstanding the foregoing, Ridge reserves the absolute right, without prior notice to Correspondent or to the Customer, to freeze or block assets in any Account, or terminate any Account which, in the sole discretion of Ridge, may violate or may cause a violation of the Bank Secrecy Act, the Patriot Act, or any other AML provision, or statute, rule or regulation administered by OFAC.

2.

Ridge acknowledges the following AML obligations under Applicable Laws and Rules:

F.

Accounts of Employees of Member Organizations, Self-Regulatory Organizations and Financial Institutions

In each case in which a Customer is an employee of a member organization, a self-regulatory organization or financial institution, the approval of which is necessary to the opening and maintenance of a Customer Account, Correspondent shall be solely and exclusively responsible for obtaining the approval of such employer, and otherwise complying with NYSE Rule 407.

G.

Soft-Dollar Arrangements

Correspondent shall be solely and exclusively responsible for compliance with the Applicable Laws and Rules applicable to each agreement, arrangement or understanding, if any, that it may have with any agent exercising any authority (including, without limitation, investment discretion) over any Account to use commissions to obtain research or other services (collectively, a “Soft-Dollar Arrangement”).

H.

Directed-Brokerage Arrangements

Correspondent shall be solely and exclusively responsible for compliance with the Applicable Laws and Rules applicable to each agreement, arrangement or understanding, if any, that it may have with any Account to rebate any funds, including, without limitation, any portion of any commission, mark-up, mark-down, fee or other charge, or to pay the cost of any service or product for an account, or the expenses of an account (collectively, a “Directed Brokerage Arrangement”). Correspondent shall use its best efforts to obtain from the Account an authorization for Ridge to rely on the representations and warranties of the Account in any Directed-Brokerage Arrangement and to be the direct beneficiary of the covenants, including, without limitation, any indemnification provision, in each case in a form acceptable to Ridge.

I.

Payment for Order Flow Arrangements

J.

Prime Brokerage

No Account in connection with which Correspondent is to act as an executing broker in a prime brokerage arrangement shall be opened without the prior written authorization of Ridge, which shall not be unreasonably withheld, and the execution of appropriate documentation by the parties to such arrangement, including, without limitation, an agreement in substantially the same form as the Addendum annexed hereto.

K.

Customers

Each Customer shall remain the customer of Correspondent. Correspondent acknowledges that Ridge shall not act in the capacity of a fiduciary with respect to Correspondent or any of its customers. Nothing herein shall cause any Customer to be construed as or deemed to be a customer of Ridge for any purpose whatsoever, except that, for the purposes of the Securities Investor Protection Act and the “financial responsibility” rules of the SEC, Customers shall be deemed to be customers of Ridge as Correspondent’s clearing firm, but only to the extent required by the Applicable Laws and Rules.

L.

Screening of Accounts

Ridge may, in its sole and exclusive discretion, utilize at Correspondent’s expense (at the charges set forth in Schedule B hereto or as otherwise mutually agreed by the parties) a third-party service provider to screen Customers and transactions in the Accounts, and the use thereof shall not relieve Correspondent of any of its obligations under this Agreement. Correspondent acknowledges that such screening or the preparation or possession of surveillance records or any other data (including, without limitation, exception reports) by Ridge on behalf of or for the use of Correspondent shall not obligate Ridge to review such material or make Ridge responsible to know their contents.

M.

Discretionary Accounts

Correspondent shall be solely and exclusively responsible for the handling and supervisory review of any Customer Accounts over which Correspondent’s partners, officers or employees have discretionary authority, as required by NYSE Rule 408, and any other provisions of the Applicable Laws and Rules. Correspondent shall furnish Ridge with such documentation with respect thereto as may be requested by Ridge. Correspondent hereby warrants that with regard to any orders or instructions given by Correspondent with respect to such discretionary Customer Accounts, its partners, officers or employees shall have been fully and properly authorized relative thereto and that the execution of such orders shall not be in violation of the Applicable Laws and Rules.

N.

Option Accounts

Before a Customer Account may engage in option trading, Correspondent shall deliver to Customer a current disclosure statement of the Options Clearing Corporation, the Special Statement for Uncovered Option Writing, and any effective amendments or supplements thereto. Correspondent shall obtain the required signatures on all option agreements, shall obtain proper approval for the opening of all option accounts, and shall otherwise comply with the Applicable Laws and Rules applicable to options accounts and options trading. Correspondent shall deliver to Ridge a copy of a signed option agreement for each Customer approved by Correspondent for options trading, such agreement to be in a form acceptable to Ridge.

O.

Accounts for Which Agent Holds Power of Attorney

Upon the opening of any Customer Account for which an agent holds a power of attorney on behalf of a principal, Correspondent shall provide Ridge with the name of each principal for whom such agent is acting and with written evidence of the agent’s authority to act on the principal’s behalf. Correspondent hereby warrants that any orders or instructions of such agent which are transmitted to Ridge pursuant to this Agreement shall have been fully and properly authorized and that the execution of such instructions or orders shall not violate the Applicable Laws and Rules.

P.

Prospectus Delivery

Q.

Proprietary Accounts of Correspondent

IV.

EXTENSION OF CREDIT

A.

Margin Agreement

B.

Margin Requirements

Correspondent shall be solely and exclusively responsible to Ridge for the collection of initial margin and for maintenance at all times of margin in each Account sufficient to ensure compliance with Regulation T, promulgated by the Board of Governors of the Federal Reserve System pursuant to the 1934 Act, and any interpretations thereof, with any other margin or margin maintenance rules under the Applicable Laws and Rules, and with Ridge’s house margin rules. After initial margin has been received, maintenance margin calls shall be generated by Ridge and made by Ridge or by Correspondent at the instructions of Ridge.

Correspondent understands and acknowledges that Accounts shall be subject to any house rules of Ridge requiring initial margin or maintenance margin in amounts greater than would otherwise be required under Regulation T or any other provisions of the Applicable Laws and Rules. Ridge may at any time, in its sole and exclusive discretion, change its house margin requirements as they pertain to any Account or class of accounts or specific securities or class of securities, including, without limitation, in response to market conditions and periods of extreme volatility. Such changes shall be effective immediately upon the provision of oral notice to Correspondent. Correspondent shall be solely and exclusively responsible for advising the Customers of any such changes and for the prompt collection of any additional margin necessary to ensure compliance therewith.

C.

Interest on Margin Accounts

Ridge will charge interest on Accounts that are margin accounts in accordance with the margin agreements applicable to such Accounts, provided that such interest and other charges will not exceed amounts that may be charged under the Applicable Laws and Rules. Ridge may at any time, in its sole and exclusive discretion, revise its credit terms and conditions.

V.

TRANSMISSION, ACCEPTANCE AND EXECUTION OF ORDERS

A.

Transmission of Orders

All orders in Accounts shall be transmitted to Ridge by Correspondent in accordance with such procedures as Ridge may implement from time to time for that purpose. Customers shall not place orders directly with Ridge. Notwithstanding the foregoing, Ridge may, in its sole and exclusive discretion, on a case-by-case basis, make exception and agree to accept orders directly from a particular Customer or Account at the request of a Correspondent; provided , however , that in doing so Ridge shall not assume or be deemed to have assumed any of the responsibilities for supervision of Accounts allocated to Correspondent under this Agreement. Ridge shall have no duty of inquiry or investigation with respect to any orders transmitted to it for execution or clearance. Correspondent shall be responsible for the timely and accurate transmission of all orders to Ridge, as well as for any errors or discrepancies therein.

B.

Acceptance of Orders

Orders accepted by Ridge for execution and clearance shall be executed and cleared in accordance with Ridge’s standard practices and the Applicable Laws and Rules. Ridge reserves the right, exercisable in its sole and exclusive discretion, without prior notice to Correspondent or to the Customer, to reject for execution and clearance any orders or trades which exceed established limits or are otherwise unacceptable to Ridge due to such factors as adverse market conditions, assumptions regarding the volatility and liquidity of the subject securities, current market price, the financial condition or credit worthiness of Correspondent or of the Customer, any regulatory issues relating to Correspondent or the Customer, or for any reason whatsoever which, in the sole and exclusive discretion of Ridge, renders it advisable to reject an order or trade. Ridge also reserves the right, exercisable in its sole and exclusive discretion, to restrict trading in Accounts in any manner, including, but not limited to, restricting trading to liquidating orders only or cash transactions only, or to prohibit certain trading strategies or trading of certain types of securities.

C.

Over-the-Counter Transactions

For all over-the-counter transactions, Correspondent shall furnish Ridge with the names of the respective purchasing and selling broker-dealers (except as otherwise provided in Section V.D. of this Agreement), and the wholesale and retail purchase and sale prices necessary for confirmation in accordance with the Applicable Laws and Rules.

D.

Designation of Contra Brokers

Whenever Correspondent directs Ridge to route an order to a particular broker, dealer, or market for execution, including, without limitation, designating the contra broker in an over-the-counter transaction for an Account, Correspondent shall be responsible to Ridge for all aspects of the transaction, including, without limitation, any duty of best execution or any failure by such contra broker or dealer to settle the transaction for any reason whatsoever, and Correspondent shall immediately reimburse Ridge for any loss, liability, claim, cost or expense, in each case as incurred, including, but not limited to, attorneys’ fees and expenses incurred or sustained by Ridge in connection therewith.

E.

Short Sales

Correspondent shall be solely and exclusively responsible for determining and advising Ridge whether each order for the sale of securities for an Account is “long” or “short” within the meaning of the Applicable Laws and Rules. Correspondent shall also be solely and exclusively responsible for ensuring that each short sale for an Account complies with Rule 10a-1 under the 1934 Act, NYSE Rule 440B, all provisions relating to short sales under NASD rules, and the interpretations of such rules, and any other applicable provisions of the Applicable Laws and Rules regarding short sales.

F.

Low Priced/Penny Stocks

G.

Order Limits; Position and Credit Limits

Correspondent shall be responsible for maintaining continuing familiarity and compliance with all limits on order size and all position and credit limits which have been or may be established by Ridge with respect to transactions in the Accounts, which limits may be changed from time to time by Ridge in its sole and exclusive discretion. Correspondent agrees to notify Ridge and obtain its approval prior to the entry of any trade in an Account which would exceed such limits.

H.

Delivery Versus Payment

Correspondent agrees to comply with NYSE Rule 226 by ensuring that its Customers utilize the facilities of a securities depository for the confirmation, acknowledgment, and book entry settlement of all depository eligible transactions in connection with delivery versus payment transactions. Correspondent shall be solely and exclusively responsible for causing any Customers engaging in such transactions to utilize such facilities. Correspondent further agrees to ensure that its Customers shall provide their agent with instructions in accordance with the requirements set forth in NASD Rule 11860.

I.

Buy-Ins and Sell-Outs; Interest Charges

To the extent permitted by Regulation T, Rule 15c3-3(m) under the 1934 Act, or any other provisions of the Applicable Laws and Rules, Correspondent may request, in a writing signed by an officer, partner or principal of Correspondent, that Ridge defer a buy-in or sell-out for an Account. The grant or denial, in whole or in part, of any such request to defer a buy-in or sell-out, or of any application for an extension of time for any Account to make any payment required by Regulation T or any other provision of the Laws or Rules, shall remain within the sole and exclusive discretion of Ridge. Correspondent shall be liable to Ridge for any loss or expense incurred by Ridge in connection with such request, whether or not granted.

Ridge may, at its option, charge Customers (or, in the case of Proprietary Accounts, Correspondent) interest at the rate of 2% above the broker’s call rate, or such other rate as may be agreed in writing by Correspondent and Ridge, arising from any debit in an Account however arising, including, without limitation, for late payments or deliveries of securities. Correspondent shall be liable to Ridge for such charges to the extent not paid by Customers.

J.

Option Assignments, Tender Offers, and Rights Offerings

Ridge will process option assignments, tender offers, and rights offerings only in accordance with the written instructions of Correspondent or the Customer.

Ridge may, in its sole and exclusive discretion, buy back in the cash market or borrow shares on the day Ridge is notified of option assignments affecting shares which have been tendered and which have caused short positions in Accounts as of either the proration or withdrawal date. Shares purchased for cash or borrowed shall not be considered part of an Account’s tendered position until such shares are in Ridge’s actual possession. Ridge will reduce the tender for Accounts by the size of the short or unreceived shares.

During a tender period in which there are competing and counter tender offers for a security, Ridge will tender only upon the written instructions of Correspondent or the Customer and only on a trade date basis the number of shares net long in the Account as of either the proration or withdrawal date, which number shall, at Ridge’s request, be confirmed in writing by Correspondent. Correspondent shall be solely and exclusively responsible for ensuring that such tender is being made upon the instructions of persons authorized to direct the disposition of the shares and, at Ridge’s request, shall confirm it in writing.

In connection with a rights offering, Ridge will exercise rights only upon the written instructions of Correspondent or the Customer and only on a trade date basis the number of rights relating to shares net long in the Account, which number shall, at Ridge’s request, be confirmed in writing by Correspondent. Correspondent shall be solely and exclusively responsible for ensuring that such exercise is being made upon the instructions of persons authorized to do so and, at Ridge’s request, shall confirm it in writing.

K.

M.

Execution Away