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ROTH IRA Custodial Agreement

ROTH IRA Custodial Agreement
(877) 806-7362 | team@altscustodian.com

Form 5305-A (Rev. April 2017)
Department of the Treasury
Internal Revenue Service

The Account Owner ("Account Owner") is establishing or has established on their behalf, a ROTH individual retirement account ("Custodial Account" or "Account") under Internal Revenue Code ("IRC") section 408(a) to secure their retirement and support their beneficiaries after death. ("Custodian") has provided the Account Owner with the required disclosure statement as per Treasury Regulations section 1.408-6. The Custodian acts solely as a directed custodian and does not serve as a fiduciary. The Account Owner and the Custodian enter into the following agreement ("Agreement").

Article I - Contribution Limits

Except for a qualified rollover contribution as outlined in IRC section 408A(e) or a recharacterized contribution detailed in IRC section 408A(d)(6), the Custodian will solely accept cash contributions up to $5,500 per annum from 2013 to 2017. For individuals aged 50 or older by year-end, the contribution cap is raised to $6,500 annually during the same period. Subsequent to 2017, these thresholds will be adjusted to accommodate any changes in the cost of living.

Article II - Income Limits

  1. The annual contribution limit specified in Article I gradually diminishes to $0 for individuals with higher income levels. For a single grantor or one treated as single, the annual contribution decreases between adjusted gross income (AGI) levels of $118,000 and $133,000. For married grantors filing jointly, the reduction occurs between AGI levels of $186,000 and $196,000, while for married grantors filing separately, it's between AGI levels of $0 and $10,000. These phase-out thresholds pertain to the 2017 tax year. Subsequent years will witness adjustments in the phase-out thresholds, except for the range of $0 to $10,000, to account for any changes in the cost of living. Adjusted gross income is defined in IRC section 408A(c)(3).

  2. In instances of a joint tax return, the AGI thresholds mentioned in the preceding paragraph are applicable to the combined AGI of both the Account Owner and the Account Owner's spouse.

Article III – Nature of the Custodial Account

The Account Owner’s interest in the balance in the Custodial Account is non-forfeitable.

Article IV – Limits on Investments

No part of the Custodial Account funds may be invested in life insurance contracts, nor may the assets of the Custodial Account be commingled with other property except in a common trust fund or common investment fund (within the meaning of IRC section 408(a)(5)).

No part of the Custodial Account funds may be invested in collectibles (within the meaning of IRC section 408(m)) except as otherwise permitted by IRC section 408(m)(3), which provides an exception for certain gold, silver, and platinum coins, coins issued under the laws of any state, and certain bullion.

Article V – Required Distributions

  1. In the event of the Account Owner's demise prior to the full distribution of their interest and if the surviving spouse is not the designated beneficiary, the remaining interest will be distributed as outlined in either paragraph (a) below, or if opted for or if no designated beneficiary exists, according to paragraph (b) below.

    • (a) The remaining interest will be distributed, starting by the end of the calendar year following the year of the Account Owner’s death, over the designated beneficiary’s remaining life expectancy as determined in the year following the Account Owner’s passing.

    • (b) The remaining interest will be distributed by the end of the calendar year containing the fifth anniversary of the Account Owner’s death.

  2. The minimum annual distribution required under paragraph 1(a) above is calculated by dividing the Account value as of December 31 of the preceding year by the life expectancy (according to the single life table in Treasury Regulations section 1.401(a)(9)-9) of the designated beneficiary using the beneficiary's attained age in the year following the Account Owner’s death, subtracting one (1) from the divisor for each subsequent year.

  3. Should the designated beneficiary be the surviving spouse of the Account Owner, the spouse will then assume the role of the Account Owner.

Article VI – IRS Reporting

The Account Owner agrees to provide the Custodian with all information necessary to prepare any reports required by IRC section 408(i) and Treasury Regulations sections 1.408-5 and 1.408-6.

The Custodian agrees to submit to the Internal Revenue Service (“IRS”) and Account Owner the reports prescribed by the IRS.

Article VII – Controlling Model Language

Notwithstanding any other articles which may be added or incorporated, the provisions of Articles I through IV and this sentence will be controlling. Any additional articles inconsistent with IRC section 408(a) and the related Treasury Regulations will be invalid.

Article VIII – Amendments

The additional provisions in the remainder of this Agreement have not been reviewed or preapproved by the IRS.

Without prior notice to or consent of the Account Owner or the Account Owner’s beneficiaries (as applicable), this Agreement will be amended as necessary to comply with the provisions of the IRC and the related Treasury Regulations. The Custodian may also amend this Agreement for any other reason provided notice of such amendments is delivered to the Account Owner thirty (30) days before the date such amendment is to be effective. Any such amendment to the Agreement shall be deemed effective as of such date, unless the Account Owner objects thereto by notifying the Custodian in writing, within thirty (30) calendar days from the date the notice is delivered, in which case, the Account Owner and Custodian agree that the Account will be closed.

Article IX – Appointment of Administrator

The Custodian for the Custodial Account is ___________.

The Administrator for the Custodial Account is Alts Custodian Inc., a Delaware corporation.

The Custodian has designated the Administrator to act as its representative for carrying out administrative and custodial-related tasks concerning the Custodial Account. Any limitations of duties, releases, or indemnifications specified in this Agreement between the Account Owner and the Custodian shall also extend to the Administrator. The Administrator's responsibilities on behalf of the Custodian encompass various tasks, such as executing applications or adoption agreements, facilitating transfers, managing escrow accounts, handling purchase agreements and notes, overseeing deeds and conveyances, placing assets or liabilities in the Administrator's name for the Account Owner's benefit, managing contributions and income deposits, handling liabilities and distributions, and fulfilling government reporting requirements for Account Owners who have established a Custodial Account with the Custodian.

The Administrator may serve as a nominee for the Custodian across various investors' assets, regardless of agreement similarity or capacity.

Article X – Investment of the Account

The Account Owner retains full authority and discretion to select and direct the investment of all assets in their Account in line with this Agreement, associated documents, and relevant laws. They acknowledge the sole responsibility for directing the Custodian on asset investments and accept full responsibility for their performance, regardless of who directs them. The Account Owner acknowledges that the Custodian is not acting as a fiduciary, and they do not rely on the Custodian for investment, tax, or legal advice. It is the Account Owner's responsibility to obtain and understand any applicable Prospectus before directing the Custodian to invest on their behalf.

The Custodian assumes no responsibility for selecting, managing, or disposing of any assets, including those transferred in kind, accepted into the Account. They are not obligated to assess or disclose any investment risks. The Custodian's only responsibility is the custody of funds and investments. They reserve the right to refuse custody of any investment at their discretion, without disclosing reasons. Acceptance of an investment into the Account does not constitute endorsement by the Custodian. They have no obligation to assess the suitability or legality of any investment.

The Account Owner acknowledges that certain investment directions may result in penalties, charges, or other adverse consequences to the Account assets. The Custodian is not liable for such losses related to actions by any third party, including investment selections made in accordance with directions from the Account Owner or their agents.

The Custodian is empowered to collect income from assets, make payments or distributions as directed by the Account Owner, and execute transactions according to instructions and applicable laws and regulations.

If the Account remains unfunded for ninety (90) days after opening, the Custodian may close it.

The Account Owner authorizes the Custodian to deposit any assets purchased or received into a separate account designated for the Account, with records maintained to prevent commingling. The Account Owner retains the right to specify a brokerage house for depositing their securities. The Custodian is not liable for the actions of any broker and does not endorse any particular broker.

The Custodian may, but is not required to, inform the Account Owner of matters requiring their attention, and once informed, they have no further responsibility regarding those matters.

The Custodian is not responsible for communicating or notifying any party, including the Account Owner, regarding Account investments. The Account Owner is responsible for arranging to receive such communications.

The Account Owner acknowledges that the Custodian holds ownership of assets in the Account, not the Account Owner individually. They agree not to invest any funds into or receive or withdraw any funds from any investment held in the Account other than through the Custodian.

The Account Owner may delegate investment responsibility to an authorized agent, with the Custodian assuming the agent's qualifications and authority until notified otherwise.

The Custodian is not liable for acts or omissions of the plan sponsor, Former Custodian, Account Owner, or their agents. They do not provide investment advice and have no duty to question the Account Owner's investment decisions.

The Custodian assumes no responsibility for services provided under ancillary documents executed by the Account Owner, including services appointed by the Account Owner or their agents.

Article XI – Assets Registration

All assets within the Custodial Account shall be registered in the name of the Custodian. The Custodian is permitted to combine these assets as allowed by law, yet each Custodial Account and other held accounts or assets remain separate and distinct.

The Custodian retains the authority to designate the Administrator as its nominee for the purpose of holding title to investors' assets. This appointment may extend to assets held by other investors under similar agreements or in any capacity deemed appropriate by the Custodian. Assets held in this manner may be combined as permitted by law, although each Custodial Account and any other held assets remain distinct and separate.

To ensure clarity and separation, the Custodian will maintain separate accounts for each Custodial Account, either directly or through the Administrator acting on its behalf. Assets within the Custodial Account may be held by the Custodian in individual or bulk segregation, either within its own facilities, those of its agent, or through brokerage accounts of entities authorized to hold such assets under relevant regulatory acts, such as the Securities Exchange Act of 1934 or the Commodities Exchange Act.

Article XII – Uninvested Funds, Compensation

The Account Owner acknowledges that any cash in the account not designated for investment may remain uninvested or be placed in interest-bearing accounts offered by financial institutions, including the Custodian itself, United States government securities, or securities insured or guaranteed by the United States government. The Custodian's sole obligation is to execute the written investment instructions of the Account Owner and is not responsible for questioning or liable for any resulting investment losses.

Furthermore, the Account Owner agrees that the Custodian shall retain any income generated from the investment of cash not directed by them as a fee for custodial services. While the Custodian may choose to allocate a portion of the interest earned on undirected cash to the Account Owner's Custodial Account, they are not obligated to do so and may adjust the extent of such allocation without prior notice.

Article XIII – Custodial Fees

All fees outlined in the IRA fee schedule applicable to the Account, along with any incurred expenses, including legal fees and compensation of agents, shall be debited from funds available in the Account by the Custodian or paid by the Account Owner. The Account Owner should be aware that payment of fees and expenses may be considered contributions subject to certain limitations, and they should seek advice from their tax and legal advisors regarding potential tax implications. The Custodian retains the authority to liquidate Account assets at its discretion to cover any unpaid fees and expenses, with no liability for resulting consequences. The Custodian also reserves the right to discount or waive fees for certain Account Owners at its discretion, with no obligation to notify the Account Owner, and such actions shall not limit the Custodian's ability to reinstate fees as provided in this.

The Account Owner confirms having reviewed the IRA fee schedule and acknowledges that the Custodian may amend it. Any amendment shall be effective on the specified date unless the Account Owner objects in writing within thirty (30) calendar days of receiving notice, in which case, the Account will be closed. Failure to object within the designated timeframe constitutes consent to the amendment.

If the Account Owner has provided valid credit card or bank account information, the Custodian is authorized to charge the designated card or debit the specified account for fees and expenses outlined in this Article. Recurring fees will be charged automatically, while other fees and expenses will be deducted from available cash in the Account. If sufficient cash is unavailable, charges may be applied to the credit card or bank account. The Account Owner acknowledges and accepts any fees or charges associated with the use of their credit card or bank account. In case of expiration or closure of the designated account, the Account Owner must promptly notify the Custodian and provide alternative payment information. Failure to facilitate payment may result in deductions from Account cash holdings or other actions permitted in this Article.

The Custodian designates the Administrator to collect the custodial fees and retains the discretion to allocate either all or an agreed-upon portion of this fee to the Administrator, as decided through negotiations between both parties.

Article XIV – Designation of Beneficiaries

The Account Owner retains the right to appoint one or more beneficiaries to receive the remaining balance of the Account in the event of their death before full distribution. Any such beneficiary designation must be submitted on a form provided or approved by the Custodian, fully completed, and duly executed to be legally valid. Upon receipt by the Custodian, the beneficiary designation becomes effective, unless stated otherwise. The Account Owner may revoke or amend the beneficiary designation at any time before their death, and any subsequent valid designation automatically supersedes prior ones, except when explicitly stated otherwise in the subsequent designation.

The Custodian reserves the discretion to reject beneficiary designations other than those to named individuals or specific entities.

Following the Account Owner's death, the Custodian reserves the right to request appropriate documentation and certification to verify the identity of the beneficiary or estate, if assets are to be distributed to the Account Owner's estate. Before distributing assets, the Custodian may seek indemnification and discharge from liability from the beneficiary or estate.

If no surviving beneficiary is named, or if all beneficiaries renounce their rights, or if no valid beneficiary designation exists at the time of death, the Custodian, upon receipt of a certified copy of the death certificate, will distribute the Account according to the following order:

  • (i) To the Account Owner's surviving spouse, if any;

  • (ii) Equally among the Account Owner's natural and adoptive children, if no surviving spouse exists;

  • (iii) To the Account Owner's estate, through the estate's executor or legal representative.

However, the Custodian is not obligated to investigate or inquire about the identity, address, or legal status of any individual claiming beneficiary status, nor is it required to inquire about the possible existence of unreported beneficiaries. The Custodian may rely on information reported to it by presumed knowledgeable sources. The Custodian's duty in distributing assets upon the Account Owner's death is to act in good faith, and it incurs no liability for actions taken based on erroneous or incomplete information. Once the Account is fully distributed according to this provision, the Custodian is discharged from all liabilities concerning the Account.

Article XV – Investment Advisor

The Account Owner has the option to designate an Investment Advisor, meeting the qualifications outlined in Section 3(38) of the Employee Retirement Income Security Act of 1974, to oversee the investment activities of the Custodial Account or a specific portion thereof. To effect such appointment, the Account Owner must inform the Custodian through written notification, providing documentation confirming the Investment Advisor's appointment, their acknowledgment of fiduciary responsibility to the Custodial Account, and proof of current registration under the Investment Advisor's Act of 1940.

The Custodian or Administrator is bound to adhere to investment directives issued by the Investment Advisor, unless notified in writing by the Account Owner of the termination of the Advisor's appointment. The Custodian’s sole obligation is to follow the written instructions of the Investment Advisor; they are not obligated to question these directives and shall not be held liable for any investment losses incurred by the Account Owner, regardless of circumstances.

Article XVI – Account Statements and Reports

The Custodian is obliged to provide the Account Owner with an annual statement detailing the Account's status. These statements may be delivered electronically, but only if the Account Owner has given consent.

Upon receiving either a paper statement or an electronic one, the Account Owner has forty-five (45) days to raise any objections or exceptions with the Custodian. Failure to do so within this timeframe indicates the Account Owner's acceptance of the statement, barring them from making future claims or objections regarding its contents. This acceptance serves as a complete release of the Custodian from any liabilities related to the transactions or information on the statement.

The Custodian may occasionally receive various reports related to Alternative Assets, such as valuation reports or IRS Form K-1s. However, it is the Account Owner's responsibility to obtain these reports from a source other than the Custodian. The Custodian will not forward these reports to the Account Owner. The Account Owner agrees to review these reports, keep track of when they are due, and follow up with the Alternative Asset sponsor if any reports are delayed. The Custodian is not obligated to request these reports or to review them for accuracy or content.

Article XVII – Fair Market Valuation

The Account Owner will receive a Fair Market Value (FMV) statement for the Account by January 31 each year, reflecting the Account's FMV as of the previous December 31.

For securities with publicly available quoted prices, the Custodian will use these prices for valuation. However, the Custodian cannot guarantee their accuracy and will not be liable for relying on them in good faith. For brokerage accounts within the Account, only the total value reported by the brokerage firm will be reflected in the FMV.

Regarding Alternative Assets, the Account Owner or a designated Valuation Agent must provide the FMV to the Custodian when acquiring such assets for the Account and by the fifteenth (15th) business day in January for the previous December 31 FMV. "Alternative Assets" encompass various non-publicly traded investments, including real estate, promissory notes, and interests in entities like private equity funds. The Account Owner agrees to direct the Custodian to accept FMV from the investment entity itself for Alternative Assets like limited liability companies or private equity funds. The Custodian is not responsible for the timeliness or accuracy of FMV provided by the Account Owner or Valuation Agent.

The Custodian bears no responsibility or liability for relying on FMV reported by the Account Owner or Valuation Agent, or for the accuracy of required minimum distributions based on Alternative Asset FMVs.

The Account Owner indemnifies the Custodian and the Administrator against any losses, damages, taxes, or other consequences arising from Alternative Asset valuations, including the Custodian's reliance on FMV supplied by the Account Owner or Valuation Agent, or the use of the Last Value as per the Agreement.

Article XVIII – Electronic Signature and Communication

Any communication required or permitted by this Agreement must be in written form. In the context of this Agreement, an email transmission is considered written, and the term "address" encompasses a party's email address. However, any instruction or directive from the Account Owner is not considered delivered until it is actually received by the Custodian at its business location. The Custodian may rely on information disclosed to it until it receives written notice of any changes and has a reasonable period to respond.

The Custodian is not obligated to verify the validity of any document, including receipts, affidavits, or notices, required under this Agreement. As long as such documents appear to be in proper form and are executed as required, the Custodian bears no liability for their sufficiency.

If the Account Owner has agreed to electronic transaction terms and electronic delivery of notices and disclosures, or if the Account Owner accesses the Account through the Custodian's online platform and has requested electronic notifications, then the

Account Owner acknowledges: (a) all Account statements, disclosures, directives, and notices will be provided electronically as per the agreed terms; and (b) an electronic signature used by the Account Owner or their authorized agent is considered equivalent to a traditional signature and binds the Account Owner to electronically executed documents. Both the Account Owner and Custodian maintain their rights as outlined in the electronic transaction terms. If the Account Owner has not consented to electronic delivery or later withdraws consent, then any notices from the Custodian will be sent to the Account Owner's physical address via regular mail or as permitted by law, and for the purposes of this Agreement, such notices are considered delivered as outlined in the initial paragraph of this section.

Article XIX – Prohibited transactions

In IRAs, certain activities are classified as "Prohibited transactions" under IRC section 4975. Whether a transaction is Prohibited depends on its specific circumstances. Typically, a Prohibited transaction involves dealings between the IRA and the Account Owner or other disqualified individuals, or misuse of the IRA by the Account Owner or another fiduciary. Examples include:

  • (a) borrowing from the IRA;

  • (b) personal use of real estate held within the IRA;

  • (c) the Account Owner receiving personal commissions from IRA investments; and

  • (d) the IRA directly purchasing property from the Account Owner or other disqualified individuals, like family members.

If the Account is involved in such a transaction at any time during the year, it ceases to be an IRA from the start of that year, and IRS taxes and penalties may be applicable. The Account Owner is responsible for settling all taxes and penalties resulting from Prohibited transactions with the IRA. The Custodian bears no responsibility for losses, taxes, penalties, or other consequences stemming from any IRA investment or transaction categorized as Prohibited. The Custodian is not obliged to notify the Account Owner about actions that could lead to or involve a Prohibited transaction. The Account Owner acknowledges that the IRS imposes reporting obligations on the Custodian regarding Prohibited transactions. It falls on the Account Owner, not the Custodian, to determine whether any investment or transaction, directly or indirectly related to the Account or its assets or income, constitutes a Prohibited transaction.

The Account Owner will seek advice from tax or legal professionals to assess whether any IRA investment or transaction concerning the Account or its assets or income could result in a Prohibited transaction. The Custodian may request certification from the Account Owner confirming that their instructions do not create a Prohibited transaction. If certification is not provided, the Custodian reserves the right to take appropriate action, including resigning from the Account and/or distributing assets. The absence of such a request does not imply that the Custodian has determined no Prohibited transaction exists or even reviewed the transaction. Receipt of certification by the Custodian does not signify acknowledgment that no Prohibited transaction exists. If the Account Owner pledges any portion of the IRA as loan collateral, it may constitute a Prohibited transaction, and the pledged amount will be treated as an IRA distribution taxable to the Account Owner.

The Custodian is not liable for and the Account Owner agrees to indemnify the Custodian and the Administrator for any adverse consequences or failure to comply with reporting or other requirements related to any such Prohibited transaction, on behalf of the Account Owner and/or other involved parties.

Article XX – Unrelated Business Income Tax

The Custodian holds no responsibility for determining whether an account is subject to excise taxes. It is solely the duty of the Account Owner to ascertain if excise tax is applicable and to settle any such dues. Similarly, the Custodian bears no obligation for determining if investments made within the Account have generated income deemed as unrelated business income subject to federal unrelated business income tax (UBIT). It is the Account Owner's responsibility to file Form 990-T when such income is earned. While the Account Owner may opt to provide this information to the Custodian for filing, they acknowledge that the Custodian is not obliged to verify its accuracy. In cases where the Account Owner directs a third party to submit such information directly to the Custodian, the Custodian is likewise not obligated to validate its accuracy. Should the Account Owner fail to file Form 990-T and pay any UBIT in a timely manner, or neglect to request the Custodian to file Form 990-T on their behalf and settle the UBIT promptly, the Account Owner agrees to indemnify the Custodian and the Administrator for any liabilities arising from such failure to file and pay the UBIT.

Article XXI – Distributions

Distributions from the Account will only occur upon the Account Owner's request unless otherwise specified by court order, state escheatment law, or IRS. The Custodian is authorized to proceed with distributions in compliance with such directives, bearing no liability for adhering to legal obligations.

Distribution requests must be submitted in writing using a form provided by the Custodian or an acceptable alternative, including online submission. The Custodian may execute payments or distributions by mailing a check or transferring property to the Account Owner's Address or through electronic means per the Account Owner's instructions. The Custodian assumes no liability for payments made in good faith, unaware of any changes in the recipient's status.

All withdrawals are subject to relevant tax laws and regulations, including potential early withdrawal taxes and penalties.

Article XXII – Spendthrift Provisions

The Account Owner and any beneficiary are prohibited from pledging, assigning, anticipating, hypothecating, or creating any form of lien on assets, payments, or benefits held within the Account.

Any interest in the Account is shielded from being held liable for the debts, defaults, obligations, or liabilities of the Account Owner, their beneficiaries, spouse, or heirs-at-law.

Assets within the Account are not liable for the debts, contracts, or torts of any individual, regardless of whether they are entitled to distributions under this Agreement.

Article XXIII – No Obligation to Supervise Contributions

The Custodian bears no responsibility for verifying the amount or validity of rollover contributions from any retirement plan. Additionally, the Custodian is not tasked with determining whether contributions to the Account comply with the limits outlined in Article I or for any excise tax that may result from excessive contributions. Moreover, the Custodian is not obligated to ensure that contributions are made to the Account.

If the Account qualifies or later qualifies, as a SEP IRA under IRC section 408(k), allowing contributions from the Account Owner's employer, the Custodian holds no liability for any losses, damages, costs, penalties, or expenses arising from the employer's failure to fulfill contributions required under the Account Owner's SEP IRA plan. The Custodian is not responsible for overseeing the employer's contributions to the Account or informing the Account Owner about them. It is the Account Owner's responsibility to communicate with the employer regarding any employer contributions and to monitor them accordingly.

Article XXIV – Termination or Resignation

The Account Owner can remove the Custodian by giving a written notice at least thirty (30) days before. This removal can be done by giving a written direction to distribute the assets in the Account or by accepting the assets through a new Custodian approved by the U.S. Treasury. The Account Owner must ensure that the new Custodian is qualified to manage an Individual Retirement Account (IRA).

The Custodian can resign by giving a written notice at least thirty (30) days before to the Account Owner or the beneficiaries if the Account Owner is deceased. If the Account Owner doesn’t choose a new Custodian or direct a distribution within thirty (30) days after the notice, the Custodian can either distribute the Account assets to the Account Owner or beneficiaries, regardless of tax consequences or appoint a new Successor Custodian and transfer the assets to them.

The Administrator retains the right to appoint a qualified successor custodian by providing written notice to the Account Owner and the Custodian at least 30 days before the effective date of the appointment. This notice will also include, or be accompanied by a separate document containing, any relevant governing instrument and disclosure statement. Following receipt of this notice, the Account Owner has 30 days to either request a distribution of the entire Custodial Account balance or designate an alternative successor trustee or custodian, notifying both the Custodian and the Administrator accordingly.

The new Custodian appointed, whether by removal or resignation, is called the "Successor Custodian." The Custodian will continue to manage and transfer the Account assets to the Account Owner or the Successor Custodian. The Custodian may withhold a reasonable amount from the Account assets for compensation, taxes, expenses, and liabilities. If the amount is insufficient, the Account Owner or the Successor Custodian will reimburse the Custodian. The Custodian may also withhold fees and expenses for handling assets received after the Account is closed or transferred.

The Successor Custodian will have all the powers of the previous Custodian but won’t be personally liable for their actions. Transferring the Account assets to the Successor Custodian releases the Former Custodian from liability unless irregularities are reported within forty-five (45) days from the resignation or removal.

If the Custodian merges with another entity or is succeeded by another qualified entity, the Account Owner or beneficiaries consent to the new entity becoming the Custodian.

Should the Account Owner fail to request a distribution or designate a different successor trustee or custodian within this 30-day period, it will be deemed that the Account Owner consents to the appointment of the successor custodian and the terms outlined in any new governing instrument. In such a case, neither the Account Owner nor the successor custodian will be required to execute any additional written documents to finalize the transfer of the Custodial Account to the successor custodian. The successor custodian is authorized to rely on any information, including beneficiary designations, previously provided by the Account Owner to the Custodian.

Article XXV – Indemnification

The Custodian will only act according to the instructions provided by the Account Owner or their authorized agent. These instructions must be clearly communicated and received by the Custodian. If the instructions are unclear or not in line with the agreement, the Custodian won't be responsible for any losses until they receive clarification. The Custodian isn't liable for any losses resulting from investment decisions made by the Account Owner or their agent.

In exchange for maintaining the Account, the Account Owner agrees to protect the Custodian and the Administrator from any losses, costs, or legal actions resulting from the Account Owner's duties, actions, or instructions given to the Custodian and the Administrator. This includes any legal expenses incurred by the Custodian and the Administrator, except in cases of gross negligence or intentional misconduct by the Custodian or the Administrator. The Custodian and the Administrator won't be held responsible for indirect damages or losses incurred by the Account. The Account Owner's obligation to indemnify the Custodian the Administrator will continue even after the Agreement ends.

Article XXVI – Proxy Voting

The Custodian has the authority to provide the Account Owner with all necessary documents such as notices, financial statements, and proxies related to the assets in the Custodial Account. However, the Custodian will refrain from voting any stock shares or taking other actions regarding these assets unless expressly instructed in writing by the Account Owner.

Article XXVII – Resolving Disputes and Binding Arbitration

Any disputes between the Account Owner and the Custodian or the Administrator will be resolved through binding arbitration under the Commercial Rules of the American Arbitration Association. The arbitration proceedings will be held exclusively in South Dakota, and South Dakota law will govern the arbitration process, to the extent not preempted by federal law.

The Account Owner agrees to waive any right to pursue litigation or arbitration in any other forum or location. The arbitration decision is final and binding, and the arbitrator's award may be confirmed by any court with jurisdiction over the parties.

During arbitration, parties are entitled to a fair hearing, but the procedures are simpler compared to court rules. The arbitrator's award is not required to include detailed explanations, and parties have limited rights to appeal or seek modifications to the arbitrator's decision.

Article XVIII – Additional Powers and Responsibilities of the Custodian

While not obligated to do so, the Custodian, at its sole discretion, may exercise full authority to settle, compound, or abandon any claims and demands related to the Account, including tax claims under current or future laws. The Custodian may also initiate or defend litigation if indemnified against associated expenses and liabilities. Funds subject to dispute may be retained without interest or withheld from payment until a final court ruling.

The Custodian has the option to seek advice from and engage other agents or legal counsel, whose identity may differ from the Custodian's own legal counsel. The Custodian is shielded from liability for actions taken in good faith based on such advice.

The Custodian may undertake any actions it deems necessary or appropriate for the proper administration of the Account. It may employ agents and vendors as it sees fit without informing the Account Owner.

The Custodian has the discretion to pay estate, inheritance, income, or other taxes related to Account-held property from Account assets, upon receiving necessary information or direction. Before payment, the Custodian may require releases and indemnification from the payee for tax liability protection.

Despite any contrary provisions in this Agreement, the Custodian may seek guidance from the Account Owner regarding specific Account matters. If guidance is sought, the Custodian is not liable for following the Account Owner's or their agent's direction or for inaction in the absence of direction. The Custodian may, at the Account's expense, seek direction or approval from a court when it deems it appropriate.

The Custodian may respond to subpoenas without prior notice to the Account Owner. If the Account Owner has designated a registered investment advisor, broker, or other advisor, the Custodian is authorized to release personal and Account information to the advisor's regulators upon receipt of a written request.

Article XX – Applicable Law

Any disputes or questions regarding this Agreement will be resolved according to the laws of South Dakota. If any part of this Agreement is found to be illegal or invalid, the rest of the Agreement will still be valid. Neither the Account Owner nor the Custodian's failure to enforce any provision of this Agreement at any time will waive their right to enforce it later.

All references to laws, rules, and regulations in this Agreement are to the laws, rules, and regulations currently in effect. The Account Owner should seek advice from a legal or tax advisor before making any decisions or signing any documents.

The Custodian acts as a directed custodian and does not conduct due diligence on behalf of third parties regarding potential investments, platforms, sponsors, or service providers. Additionally, the Custodian does not offer or sell investments or provide investment, legal, or tax advice.