M E M O R A N D U M ARTICLE VIII

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1 M E M O R A N D U M TO: FROM: RE: Drafting Attorneys The Private Trust Company, N.A. Provisions to be Incorporated into IRS Form 5305, or Instrument Establishing Trusteed IRA naming The Private Trust Company, N.A. The Private Trust Company is not engaged in the practice of law and is not providing legal advice. Therefore, any person wishing to use this document as a guide should consult with an attorney who should draft a personalized document to conform to the then current laws of the appropriate jurisdiction. Please include the following provisions when drafting Traditional Individual Retirement Trust Account Trusts in which THE PRIVATE TRUST CO., N.A., is to serve as Trustee (to obtain these provisions in Microsoft Word format, please contact PTC at (800) ext or trust.services@lpl.com). Our correct legal name is: The Private Trust Company, N.A. Please note, each account is reviewed independently, and regardless of the inclusion of the following provisions, The Private Trust Company, N.A., respectfully reserves the right to decline its appointment. ARTICLE VIII To the extent the following terms do not conflict with required IRS provisions of IRS Form 5305 and/or applicable law, the following terms shall apply to the Traditional Individual Retirement Trust account agreement of, dated, 20 : A. Definitions 1. The term Trustee means The Private Trust Company, N.A. The term Beneficiary means the person or persons designated as such by the Grantor. Individuals, trusts, estates, or other entities may be named as either primary or contingent beneficiaries. However, if the designation does not effectively dispose of the entire account as of the time the distribution is to commence, the term Beneficiary shall then mean the Grantor s spouse or if there is no surviving spouse, the Grantor s estate with respect to the assets of the trust account not disposed of by the designation. The designation last accepted by Trustee before such distribution is to commence, provided it was received by Trustee (or deposited in the U.S. Mail or with a reputable delivery service) during the Grantor s lifetime, shall be controlling and, whether or not fully dispositive of the trust account, thereupon shall revoke all such forms previously filed by that person. The term Grantor means the grantor during his or her lifetime or after the Grantor s death, unless otherwise prohibited by the Grantor in writing on file with the Trustee, the Grantor s Beneficiary (including any beneficiary of such Beneficiary). 2. When and after distributions from the trust account to Grantor s Beneficiary commence, all rights and obligations assigned to Grantor hereunder shall inure to, and be enjoyed and exercised by, Beneficiary instead of Grantor. 3. Notwithstanding the applicable provision(s) of this agreement (e.g., IRS Form 5305 Section 2 of Article IV) above, if the Grantor s spouse is the sole Beneficiary on the Grantor s date of death, the spouse will not be treated as the Grantor if the spouse elects not to be so treated. In such event, the trust account will be distributed in accordance with the other provisions of such applicable provision(s) of this agreement (e.g., IRS Form 5305 Article IV), except that distributions to the Grantor s spouse are not required to commence until December 31, of the year in which the Grantor would have turned age B. Investment of Account Assets 1

2 1. Grantor acknowledges that any amount shall not be considered contributed to the trust account until the funds clear into the trust account. Notwithstanding any provision herein to the contrary, the Grantor (or Beneficiary if Grantor is deceased) shall direct the Trustee with respect to the investment of all contributions and earnings there from. Such direction shall be in such form as may be required by the Trustee and shall be limited to publicly traded securities, covered call options, married put options, mutual funds, money market instruments, insured bank deposit accounts, and other investments to the extent they are obtainable through the Trustee or its agents in the regular course of business. In addition, the Grantor acknowledges that unless otherwise directed by him, and subject to any required minimums, cash, which is not currently invested, shall be invested in a money market fund or an insured bank deposit account offered by the Trustee or its affiliates. Notwithstanding any provision herein to the contrary, in the absence of investment direction by the Grantor, the Trustee shall have no investment responsibility. All transactions directed by the Grantor shall be subject to the rules, regulations, customs and usages of the exchange, market or clearinghouse where executed, and to all applicable federal and state laws and regulations, and to internal policies of the Trustee. The Trustee shall be responsible for the execution of such orders and for maintaining adequate records there of. The Trustee reserves the right to reject any investment direction from the Grantor which, in the judgment of the Trustee, will impose upon it an administrative burden greater than that normally incident to investments described in this paragraph. The Trustee shall have no discretion to direct any investments of a trust account, and is merely authorized to acquire and hold the particular investments specified by the Grantor. If any investment orders are not received as required or, if received, are unclear in the opinion of the Trustee, all or a portion of the contribution may be held uninvested without liability for loss of income or appreciation, and without liability for interest, pending receipt of such orders or clarification; or the contribution may be returned. The Grantor shall be the beneficial owner of all assets held in the trust account. The Grantor authorizes the Trustee to hold trust account contributions pending investment, the settlement of investments or distribution in a money market sweep fund or an insured bank deposit account maintained by the Trustee. 2. The Grantor may delegate the investment responsibility for all of the trust account to an agent or attorney-in-fact acceptable to the Trustee by notifying the Trustee in writing on a form acceptable to the Trustee of the delegation of such investment responsibility and the name of the person or persons to whom such responsibility is delegated. The Trustee shall carry out the instructions of the agent or attorney-in-fact with respect to the management and investment of the assets of the trust account and the Trustee shall not incur any liability on account of its compliance with such instructions. The Trustee shall be under no duty to review or question any direction, action or failure to direct or act of such agent or attorney-in-fact, nor to make any suggestions to the agent or attorney-in-fact in connection therewith. The agent or attorney-in-fact shall be required to execute any documents related to the investment of assets under its control deemed necessary or advisable by the Trustee. The Grantor may revoke the authority of any agent or attorney-infact at any time by notifying the Trustee in writing of such revocation and the Trustee shall not be liable in any way for transactions initiated prior to receipt of such notice. a. Appointment, Resignation, Succession and Power of the Trust Advisor*. The Trust Advisor shall be. At any time the Grantor is unable to direct the trustee regarding investments, the Trust Advisor shall have the right to exercise, or direct the exercise of, all of the investment powers enumerated in this instrument or provided by law, including, without limitation, cash management. The Trust Advisor may resign at any time by written notice thereof delivered to the Trustee. The Grantor or Beneficiary of the trust (or their natural or legal guardians) shall have the right to remove any acting Trust Advisor and replace such Trust Advisor, or fill any other vacancy in the position of Trust Advisor, with any individual. If there is no Trust Advisor who is willing and able to serve, then the Grantor or Beneficiary shall act. A Trust Advisor shall be deemed to be unable to serve if the Trustee is informed in writing by the Trust Advisor's attending physician that such person is incapable of managing his/her own financial affairs. The Trustee shall have no duty to make any investment reviews of or recommendations concerning the trust s assets. * the person named Trust Advisor can not be the Investment Advisor, but rather can be a close family member of grantor, trusted friend or the grantor's CPA/Attorney b. Investment Advisor. The Investment Advisor shall be. Grantor when able, then the Trust Advisor, then the Beneficiary, may remove and replace the Investment Advisor with the Grantor, Beneficiary or any suitable firm or person, 2

3 including an entity affiliated with the Trustee. Grantor when able, then the Trust Advisor, then the Beneficiary, as the case may be, in its discretion, may exercise, or empower the appointed Investment Advisor to direct the exercise of, any or all of the investment powers enumerated in this instrument or provided by law, with or without discretion, including, without limitation: 1. To determine the investment objective of the trust; and to invest and reinvest the trust property in any intangible, real or personal property including, without limitation, investments offered by or through any Affiliated Entities, and to retain such investments and the original principal and any addition thereto indefinitely, even though any property retained or the amount of such property would not, except for this express authority, be considered a proper investment for a fiduciary; 2. To employ one or more third-party investment advisors and consult with them or give them discretionary power to manage the investments of the trust in accordance with Subparagraph 1 above; 3. To sell at public or private sale, exchange, lease and otherwise dispose of and convey any property of the trust and to execute transfers, assignments, deeds, leases and other instruments of any kind; 4. To execute securities transactions through any broker or dealer, including any Affiliated Entities or affiliate of the Investment Advisor, and to open such types of accounts with such broker or dealer as the Investment Advisor deems advisable; 5. To join with other security holders in acting through committees, depositories, trustees or otherwise; to participate in any plan or proceeding, including any voting trust plan, for liquidating, protecting, or enforcing any right, obligation or interest arising from any property of the trust, or for reorganizing, consolidating, merging or adjusting the finances of any corporation, to accept in lieu thereof any new or substituted securities, whether of the same or a different kind or class, or with different priorities, rights or privileges, to pay any assessment or expense incident thereto, and to take any action deemed necessary or advisable in connection therewith; and 6. To rent or lease trust property and to grant mineral rights, including without limitation the right to mine or drill for and remove minerals, for such periods of time (including ones extending beyond the termination of every trust hereunder) and upon such terms as are deemed proper; to subdivide and build upon any real property held hereunder. 3. The shareholder of record of all assets in the trust account shall be the Trustee or its nominee. The same nominee may be used with respect to assets of other investors whether or not held under agreement similar to this one or in any capacity whatsoever. However, each Grantor s trust account shall be separate and distinct, a separate account thereof shall be maintained by the Trustee, and the assets thereof shall be held by the Trustee in individual or bulk segregation either in the Trustee s vaults or in depositories approved by the Securities and Exchange Commission under the Securities and Exchange Act of In valuing the assets of the trust account for recordkeeping and reporting purposes the Trustee shall use reasonable, good faith efforts to ascertain the fair market value of each asset through utilization of various outside sources available to the Trustee and consideration of various relevant factors generally recognized as appropriate to the application of customary valuation techniques. However, where assets are illiquid or their value is not readily ascertainable on either an established exchange or generally recognized market, the Grantor undertakes the responsibility of obtaining and furnishing to the Trustee on an annual basis sufficient information of fair market value with respect to such assets so as to enable the Trustee to accurately report the value of such assets, and the Grantor represents and warrants that any such information so provided by the Grantor will be sufficiently accurate and complete so as to permit the Trustee to rely upon the same. If the Grantor has not provided to the Trustee in a timely manner such information as to fair market value or to assist the Trustee in making any determination as to value, the Trustee will attempt to assign a fair market value to such assets based upon available information and, in such case, Grantor acknowledges that such valuation is by necessity not a true market value and is merely an estimate of value in a broad range of values and its accuracy should not be relied upon by the Grantor in making investment decisions or for any other purposes than to satisfy the reporting requirements under federal law. The Trustee does not guarantee either the reliability or the appropriateness of the appraisal techniques applied by outside appraisers in developing an estimate of value and the Trustee assumes no 3

4 responsibility for the accuracy of such valuations presented with respect to assets whose value is not readily ascertainable on either an established exchange or a generally recognized market. The Grantor acknowledges that reference to fair market value contained in this agreement must be read within the context of this subparagraph. 5. If applicable, the Grantor, by making a transfer or rollover contribution, hereby certifies that the contribution meets all requirements for transfer or rollover contributions. 6. The Grantor understands that certain transactions are prohibited in IRAs under Section 4975 of the Internal Revenue Code. The Grantor further understands that the determination of a prohibited transaction depends on the facts and circumstances that surround the particular transaction. The Trustee will make no determination as to whether any IRA investment is prohibited. The Grantor further understands that, should the Grantor s IRA engage in a prohibited transaction, the Grantor will incur a taxable distribution as well as possible penalties. The Grantor represents to the Trustee that the Grantor has consulted or will consult with the Grantor s own tax or legal professional to ensure that none of the Grantor s IRA investments will constitute a prohibited transaction and that the Grantor s IRA investments will comply with all applicable federal and state laws, regulations and requirements. 7. Duty to Diversify. The Trustee, Trust Advisor or Investment Advisor shall have no duty to diversify investment of the original principal or any addition thereto retained pursuant to the provisions of this Article. For purposes of determining diversification of the trust's investments only, the investments held by any entity in which the trust holds an ownership interest of a class of which is not publicly traded shall be deemed to be owned directly by the trust pro rata in accordance with the trust's interest in the entity. 8. Responsibility to Review or Monitor Investments. While a Grantor or Beneficiary is directing investments, or a Trust or Investment Advisor is serving, the Trustee shall have no responsibility whatsoever to review or monitor any exercise of the Trust or Investment Advisor's power or authority or to institute any legal proceeding against the Investment Advisor for a cause of action arising out of such exercise. The Trustee shall be exonerated from liability by reason of following the investment directions of the Grantor or a Beneficiary, the appointment of the Trust Advisor, or any delegation of investment management to the Investment Advisor, as well as the Trust and Investment Advisors exercise of their power and authority. 9. Reasonable Compensation. The Trustee shall pay the compensation of each Trust or Investment Advisor other than the Grantor from the trust property managed by said Advisor. The Trustee shall have no obligation to inquire into the reasonableness of any such charge or expense. 10. Restriction of Trust or Investment Advisor. No provision of this Trust Agreement shall be construed to restrict any Trust or Investment Advisor from investing the trust assets in a manner, which could result in the annual realization of a reasonable amount of income or gain from the sale or disposition of trust assets. C. Shareholder Rights The Trustee agrees to deliver or cause to be executed and delivered to the Grantor all notices, prospectuses, financial statements, proxies, and proxy solicitation materials that are received by the Trustee relating to assets credited to the trust account. The Trustee shall exercise any rights of a shareholder (including voting rights) with respect to any securities held in the trust account only in accordance with instructions of the Grantor pursuant to any applicable rules of the Securities and Exchange Commission. In the event the Grantor fails to instruct the Trustee as to the exercise of shareholder rights, that failure to instruct shall be deemed to be an instruction not to exercise such rights. D. Distribution 1. To receive an annuity distribution, a Grantor may roll over or transfer the value of the trust account to purchase an individual retirement annuity payable in equal or substantially equal payments over 4

5 the Grantor s life expectancy or the joint and last survivor life expectancy of the Grantor and his or her designated beneficiary. 2. The Trustee shall not be responsible for any distribution made in accordance with instructions acceptable to the Trustee or failure to distribute in the absence of instructions acceptable to the Trustee from the Grantor (or Beneficiary if Grantor is deceased) in accordance with the provisions hereof including, but not limited to, any tax or penalty resulting from such distribution or failure to distribute. The Grantor shall be solely responsible for distributing the required minimum distribution from the trust account each year in accordance with the provisions hereof. E. Amendments and Termination 1. The Grantor may, at any time and from time to time, terminate the trust agreement in whole or in part by delivering to the Trustee a signed writing effectuating such termination in a form acceptable to the Trustee. The Grantor delegates to the Trustee the right to amend the trust agreement (including retroactive amendments) by written notice to the Grantor, and the Grantor shall be deemed to have consented to any such amendment, provided that no amendment shall cause or permit any part of the assets of the trust account to be diverted to purposes other than for the exclusive benefit of the Grantor or Beneficiaries, no amendment shall be made except in accordance with any applicable laws and regulations affecting this trust account, and any amendment which affects the rights, duties or responsibilities of the Trustee may only be made with the Trustee s consent. This paragraph shall not be construed to restrict the Trustee s right to substitute fee schedules hereunder and no such substitution shall be deemed to be an amendment of this trust agreement. 2. If a Grantor (or Beneficiary) cannot be located, the Trustee may resign upon 30 days prior written notice to the Grantor (or Beneficiary) at the last known address of record. If, within the 30 day period, the Grantor (or Beneficiary) fails to (a) provide a current address or (b) notify the Trustee, at the Trustee's address, of the appointment of a successor trustee, the Trustee shall resign and terminate the trust account, subject to the Trustee s right to reserve funds as provided herein. 3. The Trustee shall terminate the trust account if this agreement is terminated or if, within 30 days (or such longer time as Trustee may agree) after resignation or removal of Trustee Grantor has not appointed a successor that has accepted such appointment. Termination of the trust account shall be affected by distributing all assets thereof in a single payment in cash or in kind to Grantor, subject to Trustee s right to reserve funds as provided herein. 4. Upon termination of the trust account, this trust account document shall have no further force and effect (except for resignations/removal and the indemnification provisions hereof which shall survive the termination of the trust account and agreement) and Trustee shall be relieved from all further liability hereunder or with respect to the trust account and all assets thereof so distributed. F. Resignations or Removal of Trustee 1. The Trustee may resign at any time upon thirty (30) days prior written notice to the Grantor (or Beneficiary) or at such other time as may be provided in any agreement between the Trustee and the Grantor (or Beneficiary). Upon such resignation, the Grantor shall appoint a successor Trustee under this agreement. The Grantor (or Beneficiary if Grantor is deceased) may remove the Trustee upon thirty (30) days prior written notice to the Trustee. To be effective, such removal notice must include designation of a successor Trustee. The successor Trustee shall satisfy the requirements of section 408(h) of the Code. The Trustee shall not be liable for the acts or omissions of any predecessor or successor trustee or trustee. 2. Upon receipt by the Trustee of written acceptance of such appointment by the successor Trustee, the Trustee shall transfer and pay over to such successor the assets of the trust account and all records pertaining thereto. The Trustee is authorized, however, to reserve such sum of money as it may deem advisable for payment of all its fees, compensation, costs and expenses, or for payment of any other liability constituting a charge on or against the assets of the trust account or on or against the Trustee, with any balance of such reserve remaining after the payment of such items to be paid over to the successor Trustee. The successor trustee shall hold the assets paid over to it under terms similar to those of this 5

6 agreement that qualify under the provisions of the Internal Revenue Code. Upon receipt by the Trustee of written acceptance of such appointment by the successor trustee, the Trustee shall transfer and pay over to such successor the assets of and records relating to the trust account. The Trustee is authorized, however, to reserve such sum of money as it may deem advisable for payment of all its fees, compensation, costs and expenses, or for payment of any other liabilities constituting a charge on or against the assets of the trust account or on or against the Trustee, and where necessary may liquidate assets in the trust account for such payments. Any balance of such reserve remaining after the payment of such items shall be paid over to the successor trustee. The successor trustee shall hold the assets paid over to it under terms similar to those of this agreement that qualify under the provisions of the Internal Revenue Code. The Trustee shall not be liable for the acts or omissions of any predecessor or successor Trustee or trustee. G. Trustee Fees 1. The Trustee shall be entitled to reasonable compensation for its services hereunder, but not less than at the rates for trusts of a similar size and character contained in the schedule of fees it then publishes or quotes at the time it renders such services. A Grantor who does not consent to such new fee schedule should terminate this Agreement pursuant to the terms hereof within 30 days of the new fee schedule. If no such termination is made within the 30-day period, the Grantor will be deemed to have consented to the new fee schedule. Except as required by law, such compensation shall not be reduced for any compensation the trust pays to any other person, including without limitation an Investment Advisor. In the event that the Trustee shall render any extraordinary services, it shall be entitled to additional compensation therefore. 2. The Trustee may deduct from and charge against the trust account all reasonable fees and expenses, when incurred, in the management of the trust account which have not been timely paid by the Grantor. The Trustee may allocate such fees and expenses among the Grantor s IRA trust accounts at such time or times and in such manner as the Trustee determines. Brokerage fees shall be payable in accordance with the Trustee s usual practice. If not paid by Grantor, Trustee to pay the fee may liquidate sufficient assets from the trust account but the Grantor shall be liable for any deficiency. H. Other Fees and Expenses 1. Any income or other taxes of any kind whatsoever that may be levied or assessed upon or with respect to the trust account or the income thereof, any transfer taxes incurred in connection with the investment and reinvestment of the assets of the trust account, all other reasonable administrative expenses incurred by the Trustee with respect to any such taxes, or with respect to any controversies concerning the trust account, including but not limited to, fees for legal services rendered to the Trustee and related costs, and such reasonable compensation to the Trustee for acting in that capacity with respect to any such taxes or controversies, may, in the discretion of the Trustee, be charged against and paid from the assets of the trust account. 2. The Trustee may allocate such fees and expenses among the Grantor s IRA trust accounts at such time or times and in such manner as the Trustee determines. Sufficient assets may be liquidated from the trust account to pay any such taxes, expenses and compensation, but the Grantor shall be liable for any deficiency. If the Trustee is required to pay any such amount, the Grantor (or Beneficiary) shall promptly, upon notice thereof, reimburse the Trustee. I. Governing Law 1. This agreement is subject to all applicable federal and state laws and regulations. If it is necessary to apply any state law to interpret and administer this agreement, this instrument shall be governed, construed and interpreted under the statutes and case law of the State of (state of Grantor's domicile) as they shall from time to time be currently in effect without regard to its conflict of law principles. In regards to the governing law as to the administration of this trust by The Private Trust Company, N.A., and the performance of the duties of The Private Trust Company, N.A., this instrument shall be governed, construed and interpreted in accordance with the statutes and case law of the State of Ohio, as they shall from time to time be currently in effect without regard to its conflict of law principles, which state shall be the appropriate venue for any action 6

7 brought hereunder. The Trustee may, with the written consent of a majority of the trust's current adult income beneficiaries who are not incapacitated, change the situs of the trust and elect to have the validity, construction, administration, meaning and effect or rights of beneficiaries of the trust be governed by the laws of another jurisdiction, in or outside the United States. 2. In creating this trust, the Grantor intends to obtain the full benefit of any income tax exemption to which Grantor (and a Grantor's estate) may be entitled under the Code in relation to the establishment of a traditional IRA, and for the trust to qualify as a traditional IRA under the Code and the regulations promulgated thereunder. Accordingly, the trust shall be interpreted, valued, managed, invested, administered and governed in a manner consistent with the Grantor's intent. Notwithstanding any provision herein to the contrary, if any part of this agreement is held to be illegal or invalid, the remaining parts shall not be affected. The Grantor s failure to enforce at any time or for any period of time any provisions of this Agreement shall not be construed as a waiver of such provisions, or the Grantor s right to enforce each and every such provision. J. Excess Contributions If, because of an erroneous assumption as to earned income or for any other reason, a contribution that is an excess contribution is made on behalf of the Grantor for any year, adjustment of such excess contribution shall be in accordance with the provisions of this paragraph. The full amount of such excess contribution and net income attributable (if applicable) thereto shall be distributed to the Grantor, in cash or kind only upon written notice to the Trustee from the Grantor in a manner that is reasonably acceptable to the Trustee that states the amount of such excess contributions. K. Inalienability of Benefits No interest, right or claim in or to any part of the trust account, nor any assets held therein or benefits provided hereunder shall be subject to any voluntary or involuntary alienation, assignment, garnishment, attachment, execution or levy of any kind, and any attempt to cause any such interest, right, claim, assets or benefits to be so subjected shall not be recognized, except to such extent as may be required by law, such as an IRS levy on the IRA to pay overdue taxes. L. IRA Established by a Minor An individual who has not reached the age of majority pursuant to applicable state law (hereinafter referred to as a Minor ) may establish a Traditional IRA by executing, individually and with a parent or legal guardian, an IRA trust agreement. If this agreement is entered in to by a Minor, the term Grantor throughout this agreement shall mean the parent or legal guardian who executed the agreement. Notwithstanding the foregoing, for the purposes of making contributions and applying the distribution rules as described herein, Grantor shall only mean the Minor. Such definition of Grantor shall apply until the Trustee is notified in writing that the Minor has reached the age of majority. Upon the Trustee s acknowledgment of such notification, such parent or legal guardian will cease to have any rights under this agreement. The Trustee shall have no responsibility to determine when a Minor reaches the age of majority, or for determining whether any such notification is proper or valid under state or federal law. Furthermore, neither the Trustee, nor any of its affiliates or agents shall be liable for acting upon any instruction received from the Minor or parent or legal guardian who executes an IRA trust agreement. M. General Provisions Regarding Designation of Beneficiary 1. The Grantor may designate a Beneficiary or change or revoke the designation of a Beneficiary prior to the complete distribution of the balance in the trust account. Unless otherwise directed or prohibited by the Grantor in writing on file with the Trustee, after the Grantor s death, the Grantor s Beneficiary (and any subsequent beneficiary of the Grantor s Beneficiary), if permitted by state law, shall have the right by written notice to the Trustee to designate or change a beneficiary to receive any benefit to which the Grantor s Beneficiary (or any subsequent beneficiary) may be entitled. 2. In the event that the Grantor has not made a valid Beneficiary designation as 7

8 of the date of his or her death or no Beneficiary survives the Grantor, such Grantor s Beneficiary shall be his or her spouse or if there is no surviving spouse, the Grantor s estate. 3. If after inheriting the Grantor s Account, the Grantor s Beneficiary (or any subsequent beneficiary) dies and there is no effective beneficiary designation, any assets remaining in the trust account shall be paid to the beneficiary s (or subsequent beneficiary s) estate. 4. The beneficiary designation can be made on a form presented by the Trustee (or the former Trustee, if applicable), or on such other form, acceptable to the Trustee, as may be presented to and filed with the Trustee by the grantor. A beneficiary designation will only be effective when it is filed with the Trustee during the lifetime of the grantor. However, to the extent any such designation is not made on a form presented by the Trustee (or the former trustee), then the parties agree that the filing of such other form by the grantor shall only be effective for the sole purpose of designating the Beneficiary, and shall not be effective in altering any of the rights and obligations of the parties as set forth in this agreement and shall not obligate the Trustee to render any service with respect to any beneficiary designation under this IRA which Trustee does not ordinarily render in connection with an IRA. To the extent any provisions contained in such other form of beneficiary designation are inconsistent or in conflict with the provisions contained in this agreement, such inconsistent or conflicting provisions contained in such other form shall be null and void, and shall have no force and effect. To implement this provision, the parties agree that all decisions relating to investments and distributions shall be made only in accordance with the provisions in this agreement and that the Trustee and its agents and successors and assigns, shall be fully indemnified and held harmless in the implementation of this provisions to the extent provided herein. 5. Upon the death of the Grantor (or Grantor s Beneficiary) all rights and obligations of the Grantor under this agreement, other than the right to make or have made contributions or transfers to the trust account in the event the Grantor s sole beneficiary is not his or her spouse, shall be exercised by the Grantor s Beneficiary. Upon the death of the Grantor s Beneficiary or any subsequent beneficiary, the then current beneficiary shall exercise such rights and obligations. [Paragraph N below contains default dispositive provisions; can be customized for appropriate dispositive provisions suitable to estate planning goals of Grantor] N. Beneficiary Designation and Spousal Consent: 1. If Grantor is married, please refer to the spousal consent section, below. 2. I, Grantor, hereby designate the following individual(s) or entity(ies) as my primary and/or contingent beneficiary(ies) unless otherwise directed in writing by the grantor and properly filed with the Trustee. If neither primary nor contingent is indicated, the individual or entity will be deemed to be a primary beneficiary. If more than one primary beneficiary is designated and no distribution percentages are indicated, or the percentages do not total 100%, the beneficiaries will be deemed to own equal share of the unspecified percentages in the IRA. If more than one contingent beneficiary is designated and no distribution percentages are indicated, or the percentages do not total 100%, the beneficiaries will be deemed to own equal share of the unspecified percentages in the IRA. Note: If this is a Guardian IRA, the account automatically pass to the Minor s estate. Once the Minor has reached the age of majority for the state of residence, he or she may then designate a beneficiary(ies). If any primary beneficiary(ies) dies before me, his or her interest shall terminate completely, and the percentage share of any remaining primary beneficiary(ies) shall be increased equally. If no primary beneficiary survives me, the contingent beneficiary(ies) shall acquire the designated share of my IRA. If no primary or contingent beneficiaries survive me, my spouse will be deemed my beneficiary. If there is no surviving spouse at the time of my death, my estate will be deemed my beneficiary. Beneficiary 1: Check one: Primary Contingent Name: 8

9 Relationship: Social Security Number: Date of Birth: %: Beneficiary 2: Check one: Primary Contingent Name: Relationship: Social Security Number: Date of Birth: %: Beneficiary 3*: Check one: Primary Contingent Name: Relationship: Social Security Number: Date of Birth: %: *Insert additional beneficiaries if necessary 3. Spousal Consent. This section should be reviewed if the IRA owner is located in a community or marital property state, the IRA owner is married, and the spouse is not listed as the sole primary beneficiary. Due to the important tax consequences of giving up one s community property interest, individuals signing this section should consult with a competent tax or legal adviser. I am the spouse of the above-named IRA owner. I acknowledge that I have received a fair and reasonable disclosure for my spouse s property and financial obligations. Due to the important tax consequences of giving up my interest in this IRA, I have been advised to see a tax professional. I hereby give the IRA holder any interest I have in the funds or property deposited in this IRA and consent to the beneficiary designation(s) indicated above, I assume full responsibility for any adverse consequences that may result. The Trustee and its agents gave no tax or legal advice to me. Signature of Spouse Name of Spouse: Date: O. Responsibility as to Contributions or Distributions The Trustee will under no circumstances be responsible for the timing, purpose or propriety of any contribution or of any distribution made hereunder, nor shall the Trustee incur any liability or responsibility for any tax imposed on account of any such contribution or distribution. Without limiting the generality of the foregoing, the Trustee is not obligated to make any distribution absent a specific direction from the Grantor or the designated Beneficiary to do so. The Grantor acknowledges that any amount shall not be considered contributed to the trust account until the Trustee has received such amount and such amount has cleared into the trust account. All contributions by the Grantor to the trust account must be in cash, except for initial contributions of rollovers, which may be in a form other than cash if permitted by the Trustee. The Trustee will designate contributions (other than rollover contributions) as being made for a particular year in accordance with the designation of the Grantor. If the Grantor does not designate a year for any contribution, the Trustee will designate the contribution as being made for the year in which the contribution is contributed to the trust account. 9

10 P. Authorization of Custodial Arrangement The Grantor authorizes the Trustee to hold trust account contributions pending investment, the settlement of investments, or distribution, in a money market sweep fund or an insured bank deposit account maintained by the Trustee or its affiliates. Q. Indemnification Except for such duties as are typical for a custodial trust arrangement, the parties do not intend to confer any fiduciary duties on the Trustee, and none shall be implied. The Grantor and the successors of the Grantor including without limitation the Beneficiaries and any executor or administrator of the Grantor shall, always and fully, indemnify the Trustee, and its agents and their successors and assigns, against any and all claims, actions or liabilities of the Trustee to the Grantor or the successors or beneficiaries of the Grantor whatsoever (including without limitation all reasonable expenses incurred in defending against or settlement of such claims, actions or liabilities) which may arise in connection with this agreement or the trust account, except those due to the Trustee s bad faith, gross negligence or willful misconduct. The Trustee shall be under no duty to take any action not specified in this agreement, unless the Grantor shall furnish such party with instructions in proper form and such instructions shall have been specifically agreed to by the Trustee, or to defend or engage in any suit with respect here to unless it shall have first agreed in writing to do so and shall have been fully indemnified to its satisfaction. R. Delegation of Duties under. 1. To the maximum extent allowable by law, the Trustee is authorized to delegate its duties here 2. Power of The Private Trust Company, N.A. to Engage Affiliates. When serving as Trustee hereunder, The Private Trust Company, N.A. shall have the power, in addition to and not in substitution for all powers conferred on the Trustee hereunder and by law, in its sole and absolute discretion without Court order or approval, to engage with or without discretionary powers any appropriately licensed and registered person, corporation, partnership or other entity affiliated with The Private Trust Company, N.A., or its parent, affiliate(s) or subsidiaries ( Affiliate" or Affiliated Entities") to render services to any trust hereunder, including, without limitation: investment management services; brokerage services; and custodial services. A current list of the Affiliated Entities may be obtained, upon the grantor's or any beneficiary's written request. 3. Appointment of Special Trustee. In the event the Trustee is unable, or it is inconvenient for the Trustee, to act with respect to any trust property, the Trustee shall have the power from time to time to designate in writing an individual or an entity having trust powers to act as Special Trustee with respect to such property. Each Special Trustee shall have all of the Trustee's powers with respect to such property provided under this Agreement except as the Trustee may otherwise specify or direct from time to time in writing. At any time, a Special Trustee may resign by written notice to the Trustee and the Trustee may remove the Special Trustee by written notice to the Special Trustee. 4. The Grantor understands that: a. Employment of Affiliates. If applicable, the Trustee or any Trust or Investment Advisor, may employ Affiliated Entities to provide investment advice, securities brokerage services and custodial services. The trust may pay Affiliated Entities compensation for such services to the trust. b. Compensation of Affiliate. An Affiliated Entity may receive compensation for services it renders to one or more mutual funds and common trust funds in which the trust invests and of which the affiliate is investment advisor, transfer agent, principal underwriter, distributor, administrator or custodian. An affiliate may receive compensation from the principal underwriter or distributor of one or more mutual funds in which the trust invests. The Trustee may receive compensation for serving as trustee of one or more common trust funds in which the trust participates. 10

11 c. Compensation Arrangements. None of the compensation arrangements described above shall reduce the compensation, which the Trustee receives as trustee hereunder nor the compensation described above which an affiliate receives. S. Notices 1. All written notices required or permitted to be given by the Trustee shall be deemed to have been given when sent by regular mail to the Grantor at the Grantor s last address of record. 2. The Grantor's current address is: The Grantor shall notify the Trustee of any change of address. 3. The Trustee's current address is: The Private Trust Company, N.A. Attn: Trust Officer Responsible for LPL Trusteed IRAs 1422 Euclid Avenue, Hanna Building Suite 1130 Cleveland, Ohio Tel: The Trustee shall notify the Grantor of any change of address. 4. All written notices required or permitted to be given to the Trustee shall be deemed to have been given when received by the Trustee if mailed by certified mail return receipt requested to the address listed hereinabove or such other address as the Trustee shall provide to the Grantor from time to time. Except as otherwise provided above, if any provision of any document governing the trust account provides for notice, instructions or other communications from one party to another in writing, to the extent provided for in the procedures of the Trustee (or any other party providing services to the trust account), any such notice, instructions or other communications may be given by telephonic, computer, other electronic or other means, and a requirement for written notice will be deemed satisfied. T. Administrative Powers 1. The Trustee may hold any securities acquired hereunder in the name of the Trustee without qualification or description or in the name of any nominee. 2. In addition to any powers granted hereinabove, and/or by applicable law, pursuant to the Grantor s or Trust Advisor's direction, the Trustee shall have the following powers and authority with respect to the administration of each account. a. To invest and reinvest the assets of the trust account without any duty to diversify and without regard to whether such investment is authorized by the laws of any jurisdiction for fiduciary investments. b. To exercise or sell options, conversion privileges, or rights to subscribe for additional securities and to make payments therefore. c. To consent or participate in dissolutions, reorganizations, consolidations, mergers, sales, leases, mortgages, transfers or other change affecting securities held by the Trustee. d. To make, execute and deliver as Trustee any and all contracts, waivers, releases or other instruments in writing necessary or proper for the exercise of any of the foregoing powers. 11

12 e. To grant options to purchase securities held by the Trustee or to repurchase options previously granted with respect to the securities held by the Trustee. f. To vote directly or appoint proxies for voting any securities held hereunder, including shares of any investment company which is an Affiliated Entity or which is affiliated with the Investment Advisor. U. Scope of Trustee s Liability The Trustee shall not be liable for any loss of any kind which may result from any action taken by it in accordance with the directions of the Grantor (or Beneficiary if Grantor is deceased) or his or her designated agent or attorney-in-fact or from any failure to act because of the absence of any such directions. The Trustee shall not be responsible for determining whether any contribution or rollover deposit satisfies the requirements of the Code. The Trustee shall not be liable for any taxes (or interest thereon) or penalties incurred by the Grantor in connection with the trust account or in connection with any contribution to or distribution from the trust account. The Trustee is entitled to act upon any instrument, certificate, or form it believes is genuine and believes is signed or presented by the proper person or persons, and the Trustee need not investigate or inquire as to any statement contained in such document but may accept it as true and accurate. The Trustee may request any document, form, instrument, or certificate that it reasonably believes is necessary in order to fulfill the terms of this Custodial Agreement. V. Liquidation of Assets If the Trustee must liquidate assets in order to make distributions, transfer assets, or pay fees, expenses, or taxes assessed against a Grantor s trust account, and the Grantor fails to instruct the Trustee as to the liquidation of such assets, assets will be liquidated in the following order to the extent held in the trust account: (a) any shares of a money market fund, money market-type fund, or an insured bank deposit account, (b) securities, (c) other assets. W. Records and Accounting The Trustee shall keep or cause to be kept adequate records of the transactions it is required to perform hereunder. Not later than 120 days after the close of each calendar year (or after the Trustee s resignation or removal), the Trustee shall file with the Grantor a written report or reports (which may consist of copies of the Trustee s regularly issued account statements) reflecting the transactions effected by it during such period and the assets of the trust account and their fair market values at its close. If within 60 days after such a report is rendered, the Grantor has not given the Trustee written notice of any exception or objection thereto, the written report shall be deemed to have been approved, and in such case, or upon the earlier written approval of the Grantor, the Trustee shall be forever released and discharged from all liability and accountability to anyone with respect to transactions shown in or reflected by such report as though the report had been settled by judgment or decree of a court of competent jurisdiction. No person other than the Grantor, or a Beneficiary may require an accounting. X. Representations and Responsibilities The Grantor represents and warrants to the Trustee that any information the Grantor has given or will give to the Trustee with respect to this agreement is complete and accurate. Further, the Grantor promises that any direction given by the Grantor to the Trustee, or any action taken by the Grantor will be proper under this agreement. The Trustee will not be responsible for the Grantor s actions or failures to act. 12