ACORNS PROGRAM AGREEMENT
Updated May 2, 2018

IMPORTANT NOTICES

If you want to participate in the Acorns Program and have carefully reviewed this Program Agreement, including THE PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 11.3 AND THE PREAUTHORIZED RECURRING MONTHLY ACH DEBIT IN SECTION A5.3.1 OF ATTACHMENT A, and the agreements attached to this Program Agreement that apply to the type(s) of Acorns account(s) and/or product(s) you have chosen (collectively, the “Product Agreements”), then click the button to indicate "I Agree”.

BY USING ACORNS AFTER CLICKING THAT YOU AGREE TO THIS PROGRAM AGREEMENT, YOU WILL BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS PROGRAM AGREEMENT AND EACH OF THE PRODUCT AGREEMENTS:

(A) if you have chosen an Acorns Core Account, the Investment Advisory Agreement with Acorns (the "Advisory Agreement," attached to this Program Agreement as Attachment A);

(B) if you have chosen an Acorns Core Account, the Brokerage and Custody Customer Agreement with the Carrying Broker (the "Brokerage Agreement," attached to this Program Agreement as Attachment B);

(C) if you have chosen an Acorns Later Account, the Acorns Later Account Agreement with Acorns and the Carrying Broker (the “Later Account Agreement,” attached to this Program Agreement as Attachment C), which incorporates provisions of the Advisory Agreement and Brokerage Agreement by reference, as described in the Acorns Later Account Agreement;

(D) if you have chosen an Acorns Later/Traditional Account, the Traditional IRA Custodial Account Agreement (the “Later/Traditional Custodial Agreement,” attached to this Program Agreement as Attachment D); and

(E) if you have chosen an Acorns Later/Roth Account, the Roth IRA Custodial Account Agreement (the “Later/Roth Custodial Agreement, attached to this Program Agreement as Attachment E).

The Product Agreements are described further in Section 1.4.

FURTHER BY CLICKING THAT YOU AGREE TO THIS PROGRAM AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED AND HAD AN OPPORTUNITY TO REVIEW:

YOU MUST READ AND CONSIDER THE PROGRAM AGREEMENT AND THE APPLICABLE PRODUCT AGREEMENTS LISTED ABOVE CAREFULLY AND CONTACT ACORNS TO ASK ANY QUESTIONS YOU MAY HAVE BEFORE ENTERING INTO ANY OF THEM. CLICKING THAT YOU AGREE HAS THE SAME LEGAL EFFECT AS SIGNING A PAPER VERSION OF THE PROGRAM AGREEMENT AND EACH OF THE PRODUCT AGREEMENTS.

YOU ACKNOWLEDGE THAT THESE AGREEMENTS MAY BE AMENDED FROM TIME TO TIME AND THAT THE AMENDED AGREEMENTS WILL BE DELIVERED ELECTRONICALLY BY POSTING ON THE ACORNS WEBSITE AND THE APPLICATION. YOU AGREE TO CHECK THE ACORNS WEBSITE AND/OR THE APPLICATION FOR NEW VERSIONS OF THESE AGREEMENTS. YOU AGREE THAT, BY KEEPING YOUR ACORNS CORE ACCOUNT, ACORNS LATER ACCOUNT, OR USING ANY OF THE SERVICES PROVIDED IN THE PROGRAM WITHOUT OBJECTING AFTER ACORNS POSTS A NEW VERSION OF ANY OF THE APPLICABLE AGREEMENTS LISTED ABOVE ON THE ACORNS WEBSITE, YOU WILL AGREE TO AND ACCEPT ALL TERMS AND CONDITIONS OF ANY AMENDED AGREEMENT, INCLUDING ANY NEW OR CHANGED TERMS OR CONDITIONS.

DEFINITIONS

When the following capitalized terms are used above or below in this Program Agreement, the Advisory Agreement, the Brokerage Agreement, or the Later Account Agreement the following definitions apply:

ACH means the Automated Clearing House, a network for, among other things, direct payment by electronic funds transfer.

ACH Operator means a bank or other vendor that Acorns engages from time to time for you to use when you use the Automated Clearing House payment system to transfer money from your Funding Source to the Carrying Broker and to transfer money from the Carrying Broker to your Funding Source.

Acorns means Acorns Advisers, LLC.

Acorns Core Account means a non-retirement brokerage account that the Carrying Broker establishes and carries for you to hold your ETF Shares and Cash and record your transactions. In the Application, Acorns may refer to your Acorns Core Account as simply “Acorns”.

Acorns Later Account means any individual retirement account that Acorns advises and that the IRA Custodian and Administrator establishes and maintains for you to hold your ETF Shares and Cash and record your transactions. An Acorns Later Account may be an Acorns Later/Traditional Account or an Acorns Later/Roth Account, depending on your choice.

Acorns Later/Roth Account means any Roth individual retirement account that Acorns advises and that the IRA Custodian and Administrator establishes and maintains for you to hold your ETF Shares and Cash and record your transactions. For more information on Roth individual retirement accounts, see the other Later Agreements and the Roth individual retirement account disclosure section of the IRA Disclosure (Attachment F).

Acorns Later/Traditional Account means any traditional individual retirement account or simplified employee pension individual retirement account that Acorns advises and that the IRA Custodian and Administrator establishes and maintains for you to hold your ETF Shares and Cash and record your transactions. For more information on traditional individual retirement accounts and simplified employee pension individual retirement accounts, see the other Later Agreements and the traditional individual retirement account disclosure section of the IRA Disclosure (Attachment F).

Acorns Website means www.acorns.com, which Acorns operates.

Advisory Agreement means the Investment Advisory agreement between Acorns and you, which is attached as Attachment A to this Program Agreement.

Advisory Services means the services Acorns provides you under the Advisory Agreement. Agreements refers collectively to this Program Agreement and any or all of the Product Agreements that apply to the products you have chosen.

Application means the software and technology that Acorns provides to let you access the Portfolio Advice Application and information about your Acorns Core Account and/or Acorns Later Account using an internet-connected device that is compatible with the Application.

Brochure means the wrap fee program brochure for the Program that Acorns Advisers files with the SEC on Form ADV Part 2A.

Brokerage Agreement means the Brokerage and Custody Customer Agreement between the Carrying Broker and you, which is attached as Attachment B to this Program Agreement.

Business Day means a day when the New York Stock Exchange or NASDAQ opens for trading during all or part of that day.

Carrying Broker means Acorns Securities, LLC.

Carrying Broker Website means www.acornssecurities.com.

Cash means the money credited to your Portfolio Account. Cash includes money you send to the Carrying Broker from your Funding Source to buy ETF Shares and money you receive from sales of ETF Shares, or dividends or interest paid by ETFs.

Clearing Agreement means the Omnibus Clearing Agreement between the Carrying Broker and the Clearing Broker.

Clearing Broker means a broker, if any, that the Carrying Broker engages to provide execution, clearance, or settlement services for ETF Transactions or to hold ETF Shares in the Carrying Broker’s name. If the Carrying Broker engages more than one Clearing Broker, Clearing Broker means the broker that provides the applicable services referenced in the context in which the term is used.

Client Information means all information about you, including information about your identity, email address, physical address, location, nationality, citizenship, tax residency, financial situation, investment objectives, Linked Card(s), and Funding Source(s), that you supply Acorns Advisers through the Application or otherwise through the Acorns Website or that you supply the Carrying Broker through the Carrying Broker Website.

Combined Monthly Balance means your combined average Portfolio Account Value for each of your Portfolio Accounts at the end of each Business Day for the 30 calendar days that immediately precede the Fee Date.

Core Agreements refers collectively to the following Agreements, to the extent they cover Acorns Core Accounts: this Program Agreement, the Advisory Agreement, and the Brokerage Agreement.

Covered Brokerage Services means the following services provided by the Carrying Broker pursuant to the Brokerage Agreement: (i) the routing of Orders to the Clearing Broker; (ii) the execution, clearance, and settlement of Purchases and Sales by the Clearing Broker pursuant to the Clearing Agreement; (iii) omnibus custody of ETF shares held by the Clearing Broker in the Carrying Broker’s name pursuant to the Clearing Agreement; and (iv) the carrying and maintenance of your Acorns Core Account by the Carrying Broker, which includes accounting, recordkeeping, and reporting for activity in your Acorns Core Account. Covered Brokerage Services does not include preparation or delivery of paper statements or confirmations, if any, that you request.

Deposit means a transfer of money from your Funding Source to the Carrying Broker and the crediting to your Portfolio Account by the Carrying Broker of the money the Carrying Broker receives.

Deposit at Will means a Deposit that you initiate directly through the Application rather than by generating Round Ups with your Linked Card(s).

ETF means any of the exchange traded funds included by Acorns in any of the Portfolios.

ETF Shares means the securities that Acorns buys and sells on your behalf through the Carrying Broker and the Clearing Broker and that the Carrying Broker holds in your Acorns Core Account or the IRA Custodian and Administrator holds in your Acorns Later Account on your behalf.

Fee Date means the Business Day each month when the applicable Subscription Fee will be withdrawn from your Funding Source. The Fee Date will be the last Business Day of each month unless and until we notify you and you agree that the Fee Date will be a different Business Day each month. After we notify you and you agree, the Fee Date will be the agreed Business Day each month.

Found Money means a kind of Reward Shares that Acorns may, from time to time, purchase for you with money transferred, at no cost to you, into your Acorns Core Account by Acorns or an affiliate. The money to buy Reward Shares in Found Money promotions does not come from your Funding Source, and you are not required to pay for the purchase of Reward Shares in Found Money promotions. Acorns’s parent company or an affiliate receives the money to fund Found Money purchases from certain promotions, whereby a third party compensates Acorns or an affiliate in connection with your purchase of non-investment products or services from the third party (or an affiliate or contractor of the third party). Any Found Money is governed by all terms and conditions of the applicable promotion, subject to this Program Agreement, including without limitation all provisions applicable to Reward Shares.

Funding Source means the checking account that you use to send money to and receive money from your Portfolio Account. It is the checking account that will be the source of Deposits and destination of Withdrawals in the Program. In the case of a secondary Funding Source, the Cash from a Withdrawal may be transferred to the secondary Funding Source.

Indemnified Persons means affiliates, officers, directors, employees, representatives, successors, assigns, and authorized agents of either Acorns or the Carrying Broker.

IRA Disclosure means the Individual Retirement Account Disclosure, which is Attachment F to this Program Agreement and applies to Acorns Later Accounts (including traditional individual retirement accounts, simplified employee pension individual retirement accounts, and Roth individual retirement accounts).

IRA Custodian and Administrator means IRA Services Trust Company.

Later Account Agreement means the Acorns Later Account Agreement between Acorns, the Carrying Broker and you, which is attached as Attachment C to this Program Agreement.

Later/Roth Custodial Agreement means the Roth IRA Custodial Account Agreement between you and the IRA Custodian and Administrator, which is attached as Attachment E to this Program Agreement.

Later/Traditional Custodial Agreement means the Traditional IRA Custodial Account Agreement between you and the IRA Custodian and Administrator, which is attached as Attachment D to this Program Agreement.

Later Agreements refers collectively to: the Later Account Agreement; to the extent it covers Acorns Later Accounts, this Program Agreement; to the extent they are incorporated by reference into the Later Account Agreement, the Advisory Agreement, and the Brokerage Agreement; and, if you have an Acorns Later/Traditional Account (including any traditional individual retirement account and any simplified employee pension plan individual retirement account advised by Acorns), the Later/Traditional Custodial Agreement and/or, if you have an Acorns Later/Roth Account, the Later/Roth Custodial Agreement.

Linked Card(s) means the account(s) you use for the purchases of goods or services that generate Round Ups.

Monthly Core Balance means the average daily balance of an Acorns Core Account for the applicable month.

Order means an order that Acorns places to buy or sell ETFs through the Carrying Broker and includes an order to buy or sell ETF Shares for a Purchase or Sale in your Portfolio Account.

Pending Round Up means a Round Up that has been designated for investment in an Acorns Core Account but not yet been transferred from your Funding Source to the Carrying Broker to make a Deposit. When and if Acorns offers Round Ups for Acorns Later Accounts, the term Pending Round Up will apply also to your Acorns Later Account if you choose to designate your Round Ups or a portion of your Round Ups for investment in your Acorns Later Account.

Portfolio Account means an Acorns Core Account if you have an Acorns Core Account, an Acorns Later Account if you participate in an Acorns Later Account, or either if you have both an Acorns Core Account and participate in one or more Acorns Later Account(s).

Portfolio Account Value means the aggregate market value at any point of the assets in any one of your Portfolio Accounts.

Portfolios means the model portfolios that Acorns has developed for its clients to invest in Portfolio Accounts through the Program.

Portfolio Advice Application means the computer software-based online application developed by Acorns to analyze certain Client Information about you and recommend a Suggested Portfolio for you. The Portfolio Advice Application is a feature and part of the functionality of the Application.

Privacy Policy means collectively (i) the Privacy Policy of Acorns and the Carrying Broker, which is available from time to time on the Acorns Website and the Carrying Broker Website, and (ii) the Privacy Policy available through the Application.

Program means the wrap fee program provided for in this Program Agreement and the Product Agreements.

Program Agreement means this Acorns Program Client Agreement between Acorns, the Carrying Broker, and you.

Purchase means a purchase of ETF Shares into your Portfolio Account.

Rebalancing means a combination of Purchases and/or Sales ordered by Acorns on your behalf and designed by Acorns, in its sole discretion, to keep the proportions of ETFs in your Portfolio Account within specified ranges of the corresponding proportions of ETFs in your Selected Portfolio.

Reinvestment means a combination of Purchases by Acorns on your behalf using Cash from dividends paid by ETFs.

Restriction means an ETF that you choose, subject to the terms and conditions of the Advisory Agreement, not to buy or hold in your Portfolio Account.

Retention Period means the amount of time you are required under the terms of the promotion through which you received such Reward Shares into your Acorns Core Account to retain any Reward Shares unless you make a Deposit of an amount greater than or equal to the current value of such Reward Shares.

Reward Shares means ETF Shares bought in a Purchase in your Acorns Core Account funded by Acorns or the Carrying Broker, or the parent or any affiliate of the Carrying Broker, as part of a promotion and not funded by a Deposit. Reward Shares promotions do not apply to Acorns Later Accounts.

Round Up means an amount of money that you designate for investment in an Acorns Core Account and that equals the difference between the amount of a purchase of goods or services using your Linked Card(s) and the lowest whole dollar amount that is greater than the amount of the purchase. Round Ups will be transferred from your Funding Source – not from your Linked Card(s) – to the Carrying Broker to make a Deposit. When and if Acorns offers a similar feature for Acorns Later Accounts, the term Round Up will apply also to your Acorns Later Account if you choose to designate your Round Ups or a portion of your Round Ups for investment in your Acorns Later Account.

Round Up Depositmeans a Deposit initiated automatically in accordance with your standing instructions when your Pending Round Ups reach or exceed $5. Round Up Deposits will be transferred from your Funding Source – not from your Linked Card(s) unless your Linked Card is also a debit card for your Funding Source – to the Carrying Broker.

Sale means a sale of ETF Shares from your Portfolio Account.

SEC means the U.S. Securities and Exchange Commission.

Selected Portfolio means the Portfolio that you select (taking into account any Restrictions you impose subject to the terms and conditions of the Advisory Agreement) to approximate in your Portfolio Account.

Subscription Fee means the fee specified in Section 2 that you pay for the combination of Advisory Services, Covered Brokerage Services and, if applicable services of the IRA Custodian and Administrator provided in connection with your Portfolio Account(s) in the Program.

Suggested Portfolio means the Portfolio Acorns recommends for your Portfolio Account(s) based on certain Client Information you supply Acorns.

Tax Form means a statement that the Carrying Broker and/or IRA Custodian and Administrator are required to provide you in a form specified by the Internal Revenue Service for tax reporting purposes. Examples include statements on Form 1099-DIV, Form 1099-B, and Form 1099-MISC.

Terms of Use means any written terms or conditions that Acorns, the Carrying Broker, or the parent company of Acorns requires you to abide by when using the Application, the Portfolio Advice Application, and the Websites. The Terms of Use include any written terms or conditions that Acorns, the Carrying Broker, or the parent company of Acorns requires you to agree to before loading the Application or before accessing either of the Websites.

Withdrawal means a transfer to your Funding Source of Cash disbursed from your Portfolio Account pursuant to a Withdrawal Request.

Withdrawal Request means a communication you send Acorns through the Acorns Website or mobile Application requesting that Acorns place Orders for Sales and instruct the Carrying Broker to disburse the proceeds of the Sales to fund a Withdrawal in the requested amount.

ACORNS PROGRAM TERMS AND CONDITIONS

1. Program Features and Structure

1.1 Account Types

There are currently two kinds of investment accounts in the Program: Acorns Core Accounts and Acorns Later Accounts.

1.1.1 Acorns Core Accounts

An Acorns Core Account is a taxable securities brokerage account that you can use to invest in, transact in and hold ETF Shares. Generally, earnings and gains in your Acorns Core Account are taxed in the year received. An Acorns Core Account is our most flexible Portfolio Account because you make Withdrawals any time without tax penalty. Acorns Core Accounts may have special features, such as Round Ups and from time to time Reward Share promotions, that Acorns has designed to provide additional ways to accumulate investments. Reward Shares and Round Ups are not currently available for Acorns Later Accounts, but Acorns may, at its discretion, make Round Ups available in the future. An individual may not have more than one Acorns Core Account. The Core Agreements govern Acorns Core Accounts and related services.

1.1.2 Acorns Later Accounts

When or after you open an Acorns Core Account, Acorns may offer you an Acorns Later Account as an additional investing option. An Acorns Later Account is an individual retirement account that you can use to invest in, transact in and hold ETF Shares while giving you tax advantages for your retirement investing.

There are currently three different kinds of individual retirement accounts (IRAs) that we offer as Acorns Later Accounts: traditional IRAs; simplified employee pension IRAs; and Roth IRAs.

1.1.2.1 Traditional IRAs

Acorns offers traditional IRAs called Acorns Later/Traditional Accounts.

For more information on traditional IRAs advised by Acorns, please review the Later Agreements and the IRA Disclosure, which govern Acorns Later/Traditional Accounts and related services.

1.1.2.2 SEP IRAs

Acorns also offers simplified employee pension (SEP) IRAs. The SEP IRAs Acorns offers are similar to the traditional IRAs it offers in most respects. Important differences include:

Because the traditional and SEP IRAs that Acorns offers are similar, both are referred to in this Program Agreement and the other Later Agreements, by the same term, “Acorns Later/Traditional Account”. All Acorns Later/Traditional Accounts are covered by the same Later Agreements, regardless of whether they are traditional or SEP IRAs.

For more information on SEP IRAs advised by Acorns, please review the Later Agreements and the IRA Disclosure, which govern Acorns Later/Traditional Accounts and related services.

1.1.2.3 Roth IRAs

Acorns offers Roth IRAs called Acorns Later/Roth Accounts. Acorns Later/Roth Accounts are taxed differently and subject to different withdrawal conditions and penalties than Acorns Later/Traditional Accounts.

For more information on Roth IRAs advised by Acorns, please review the Later Agreements and the IRA Disclosure, which govern Acorns Later/Roth Accounts and related services.

1.1.3 Account Type Differences, Purposes and Usage

You are solely responsible for your decisions whether to open and how to use an Acorns Core Account and/or one or more Acorns Later Accounts, which types and combination of Acorns Later Accounts, if any, to open and use, and decisions about whether to use other products and services Acorns may offer from time to time. Decisions under your sole responsibility include all decisions about whether to use an Acorns Core Account, an Acorns Later/Traditional Account, an Acorns Later/Roth Account or some combination of those accounts to make any Deposit, Withdrawal, Purchase or Sale and how you allocate investments and transactions among your Portfolio Accounts.

Notwithstanding anything to the contrary in this Program Agreement or the other Core Agreements or the Later Agreements, Acorns does not provide tax advice. If you have questions about whether and how much to invest in a taxable Acorns Core Account or a tax-deferred Acorns Later Account, please consult with your qualified tax advisor and, as necessary, tax attorney.

1.2 Services in the Program

The Program gives you access to a combination of services designed to let you do the following subject to this Program Agreement’s terms and conditions:

You acknowledge that the services you receive through participating in the Program are sufficient consideration for you to enter into: (i) this Program Agreement; and (ii) the Core Agreements, the Later Agreements or both, whichever applies to your Portfolio Account(s).

1.3 Service Providers in the Program and Their Roles

You acknowledge that there are two different affiliated entities that provide the services that comprise the Program — Acorns Advisers, LLC, referred to as “Acorns”, and Acorns Securities, LLC, referred to as the “Carrying Broker”. In addition, Acorns, the Carrying Broker, or their parent company may, subject to applicable laws and regulations, engage vendors or other contractors to help Acorns and the Carrying Broker fulfill their duties under the Agreements.

You acknowledge and agree that Acorns or the Carrying Broker may engage their parent corporation or an affiliate to act as their agent and/or to perform certain services on their behalf for the Program, including without limitation to act as agent in withdrawals from your Funding Source to pay for the Subscription Fee or, if applicable, other fees associated with the Program.

Additionally, Acorns or its parent company may engage external vendors or other contractors to provide ancillary enhancements or features for you to use when you participate in the Program, including the services provided by the ACH Operator.

The Carrying Broker has engaged the IRA Custodian and Administrator to act as custodian and administrator for Acorns Later Accounts.

1.4 Product Agreements

This Program Agreement is between Acorns, the Carrying Broker, and you and pertains to the Program generally. In addition to this Program Agreement, the Advisory Agreement between you and Acorns and the Brokerage Agreement between you and the Carrying Broker are described below in Sections 1.4.1 and 1.4.2. If you have an Acorns Later Account, the Later Account Agreement described below in Section 1.4.3 is between Acorns, the Carrying Broker, and you and pertains to your Acorns Later Account. You acknowledge that Acorns and the Carrying Broker have separate agreements with you that allocate separate sets of rights and obligations between you and the applicable entity. You further acknowledge that Acorns is not responsible for the obligations of the Carrying Broker and that the Carrying Broker is not responsible for the obligations of Acorns. You agree that Acorns and the Carrying Broker do not indemnify each other in connection with any of the Agreements.

1.4.1 Investment Advisory Agreement (Attachment A)

The Advisory Agreement (Attachment A to this Program Agreement) is between Acorns and you and pertains to the investment advisory services that Acorns provides as your investment adviser for your Portfolio Account(s). Under the Advisory Agreement, and subject to its terms and conditions, Acorns is generally responsible for developing the Portfolios, analyzing your Client Information, recommending your Suggested Portfolio, preparing Orders so that money from your Deposits gets invested in a way that approximates your Selected Portfolio, preparing Orders for Rebalancing and Reinvestments, and placing orders with the Carrying Broker when you change your Selected Portfolio or make a Withdrawal Request. By agreeing to this Program Agreement, you also agree to the Advisory Agreement. The Advisory Agreement is incorporated by reference into this Program Agreement and is one of the Core Agreements. Parts of the Advisory Agreement are incorporated by reference into the Later Account Agreement.

1.4.2 Brokerage and Custody Customer Agreement (Attachment B)

The Brokerage Agreement (Attachment B to this Program Agreement) is between the Carrying Broker and you and pertains to the Brokerage and Custody Customer Agreement that the Carrying Broker provides as the broker that carries and effects transactions in your Acorns Core Account. Under the Brokerage Agreement, and subject to its terms and conditions, the Carrying Broker is generally responsible for: maintaining and recording transactions in Cash and ETF Shares in your Acorns Core Account; sending Orders placed by Acorns Advisers to the Clearing Broker for execution, clearance, and settlement; and providing you with statements, confirmation emails if you request them, and other information about your Acorns Core Account. By agreeing to this Program Agreement and participating in the Program, you also agree to the Brokerage Agreement. The Brokerage Agreement is incorporated by reference into this Program Agreement and is one of the Core Agreements. Parts of the Brokerage Agreement are incorporated by reference into the Later Account Agreement.

1.4.3 Later Account Agreement (Attachment C)

The Later Account Agreement (Attachment C to this Program Agreement) is between Acorns, the Carrying Broker and participants in Acorns Later Accounts. The Later Account Agreement incorporates by reference those terms and conditions of the Advisory Agreement and the Brokerage Agreement that apply to Acorns Later Accounts.

1.4.4 Later Custodial Agreements (Attachments D and E)

The Later/Traditional Custodial Agreement (Attachment D) is between the IRA Custodian and Administrator and participants in Acorns Later/Traditional Accounts (including all traditional individual retirement accounts and simplified employee pension individual retirement accounts advised by Acorns). The Later/Roth Custodial Agreement (Attachment E) is between the IRA Custodian and Administrator and participants in Acorns Later/Roth Accounts. Acorns, the Carrying Broker, the parent company and the affiliates are not parties to, and shall, notwithstanding anything to the contrary, have no obligation or liability under, the Later/Traditional Custodial Agreement or the Later/Roth Custodial Agreement. The Later/Traditional Custodial Agreement and the Later/Roth Custodial Agreement, whichever applies, is one of the Later Agreements for each Acorns Later Account.

2. Fees

2.1 Subscription Fee

If you open a Portfolio Account, you agree to pay Acorns promptly the Subscription Fee specified in Section 2.1.1. The Subscription Fee covers all Advisory Services provided by Acorns and all Covered Brokerage Services provided by the Carrying Broker in connection with your Portfolio Account(s) and the services the IRA Custodian and Administrator provides as custodian and administrator of any Acorns Later Accounts in which you participate. The amount of the Subscription Fee depends on whether you have an Acorns Core Account, an Acorns Later Account or both and on your Combined Monthly Balance.

Acorns will not charge you any fee in connection with the Advisory Services other than the Subscription Fee, provided that Acorns or any of its agents may charge a fee if a Deposit, including any Deposit at Will or Round Up Deposit, or the payment of any Subscription Fee fails due to insufficient funds in your Funding Source. The Carrying Broker will not charge you any fee in connection with the Program other than the Subscription Fee unless you request services beyond the Covered Brokerage Services. Additional fees for specially requested services beyond the Advisory Services and the Covered Brokerage Services are described in Section 2.2. Notwithstanding anything to the contrary in the Agreements, you agree that, if you request the preparation and delivery of paper documents that Acorns or the Carrying Broker normally provides in electronic form or that Acorns and the Carrying Broker are not required to provide in paper form, Acorns or the Carrying Broker may charge you additional fees for the preparation and delivery of such paper documents.

2.1.1 Subscription Fee Amount

Subject to Acorns’s discretion to waive fees described in Sections 2.4 and 2.5 below, the Subscription Fee will amount to whichever of the following applies:

2.1.2 Subscription Fee Attribution Per Portfolio Account

For purposes of attributing Subscription Fees to your various Portfolio Accounts and any reporting of your Portfolio Accounts’ performance we may provide from time to time, Acorns will attribute the Subscription Fee to your Portfolio Accounts as follows:

2.1.3 Debit Authorization to Pay Subscription Fee

The normal way you will pay the Subscription Fee specified in Section 2.1.1 is by a recurring monthly ACH debit and electronic funds transfer that will deduct money from your Funding Source. You authorize Acorns and/or its agents to initiate the recurring monthly debit from your Funding Source in Section A5.3.1 of the Advisory Agreement. If Acorns is unable to collect your Subscription Fee via ACH payment from your Funding Source, Acorns may collect fees under Section 2.3 below.

2.2 Other Fees for Specially Requested Services and Irregular Occurrences

Here are fees that Acorns or the Carrying Broker may charge, in addition to the applicable Subscription Fee for specially requested services or irregular occurrences:

Funds Transfers

Automated Clearing House (ACH) Deposit or Withdrawal

Free

Returned ACH, or Check* Deposit

$30/occurrence

Domestic Wire Transfer*

$40/occurrence

* Deposits and Withdrawals in the Program are regularly done by ACH transfer. Checks and wire transfers are not regularly accepted in the Program but may be accepted by Acorns or the Carrying Broker on a case by case basis under Section A2.1 of the Advisory Agreement.

Asset Transfers

Account Transfer — Incoming

Free

Asset Transfer — Outgoing

$50 per ETF

In-kind Withdrawal (Free Delivery) of ETF Shares

 $50 per ETF

Acorns Later Account Manual Rollovers — Incoming

 $25 per account

Deposits in the Program are regularly done by ACH transfer. Incoming Account Transfers are not regularly accepted in the Program, but “liquidate and transfer” Account Transfers may be accepted by Acorns or the Carrying Broker on a case by case basis under Section A2.1 of the Advisory Agreement.

In-Kind Withdrawal of ETF Shares are only available for Acorns Core Accounts. Withdrawals from Acorns Later Accounts may only be made in cash, and ETF Shares held in Acorns Later Accounts will be liquidated in connection with cash withdrawals.

Account Maintenance

Electronic Statements

Free

Electronic Confirmations

Free

Paper Mailed Statements

 $10/month

Paper Mailed Confirmations

 $15/month

2.3 Liquidation of Portfolio Account Holdings to Pay Fees

Under Section A5.3.2 of the Advisory Agreement, Acorns may at any time in its sole discretion instruct the Carrying Broker to initiate Sales in one or more of your Portfolio Accounts necessary and cause the proceeds to be used to pay any current or past fees due to Acorns, the Carrying Broker or the IRA Custodian and Administrator under this Program Agreement (including the Product Agreements), including at any time when Acorns has been unable for any reason to complete an ACH payment of a Subscription Fee by debiting your Funding Source.

2.4 Discretion to Waive Fees

The Subscription Fee is not negotiable. Acorns reserves the right to waive the Subscription Fee or any part of the Subscription Fee at any time, for any period, for any client at its sole and absolute discretion.

2.4.1 Initiatives with Waived Fees

Acorns may, from time to time, elect to launch promotions or other initiatives whereby Subscription Fees may be waived, in whole or in part, for certain categories of client (such as, by way of example, students, clients below a certain age and/or military veterans). Any such initiative (i) may be expanded, narrowed, suspended, cancelled or modified at any time by Acorns in its sole discretion, and (ii) will be subject to rules, guidelines and/or terms and conditions, if any, that Acorns determines in its sole discretion to apply in connection therewith (which rules, guidelines and/or terms may be included in website landing pages, on the Acorns Website generally and/or elsewhere). To the extent any such program or initiative is cancelled or terminated, Acorns will, after giving impacted clients notice, begin charging clients the then-current Subscription Fees prospectively pursuant to the preauthorization in the Advisory Agreement. You agree and acknowledge that Acorns shall have sole discretion in determining whether or not any existing client or potential client meets the requirements to participate in and/or benefit from any such program or initiative, and Acorns shall not be liable to you or any other party in connection with any such decision and/or in connection with the administration of any such program or initiative generally.

2.5 Fees in Negligible Portfolio Situations

2.5.1 Acorns Core Accounts

If your only Portfolio Account is an Acorns Core Account with a Portfolio Account Value on the Fee Date of less than $1, Acorns will typically in its discretion waive any amount of the Subscription Fee due in excess of the Portfolio Account Value and close the Acorns Core Account.

2.5.2 Acorns Later Accounts

If you have an Acorns Later Account with a Portfolio Account Value of less than $1 on the Fee Date, we will generally attempt to contact you for further instructions and may, in our sole discretion pending your instructions, suspend recurring ACH debits from your Funding Source. We reserve the right to request that the IRA Custodian and Administrator close any Acorns Later Accounts where the Portfolio is excessively low for too long, as Acorns determines in its sole discretion. Potential tax-related consequences of closing your account without a rollover are described in: for Acorns Later/Traditional Accounts, the Later/Traditional Custodial Agreement and the IRA Disclosure; and, for Acorns Later/Roth Accounts, the Later/Roth Custodial Agreement and the IRA Disclosure.

2.5.3 Incompatibility of Fee Structure with Infrequent Small Investments

You acknowledge that Acorns designed the Program with frequent investing in mind and that the fee structure might not be economical or appropriate for individuals looking to make few or infrequent small-dollar investments. You acknowledge that the Subscription Fee may exceed the aggregate costs of purchasing separately the individual services that comprise the Advisory Services, Covered Brokerage Services, and, if applicable, services the IRA Custodian and Administrator provides as custodian and administrator of Acorns Later Accounts.

2.6 ETF Expenses

You acknowledge that the ETFs that Acorns recommends and that comprise the Portfolios charge their own fees and/or expenses. The deduction of the fees and expenses of the ETFs from the ETFs’ average net assets, as well as the ETFs’ brokerage fees and other costs and charges, are reflected in the price of the ETF Shares and are not separately deducted from your Portfolio Account. The fees and expenses charged by the ETFs are separate and distinct from our Subscription Fee. You acknowledge that you have access to information about the fees charged and costs incurred by the ETFs in the prospectuses delivered on Acorns’s behalf by its service provider by email.

3. Websites and Applications

3.1 Privacy and Data Security

By entering into one or more of the Agreements, you acknowledge receipt of the Privacy Policy available on the Acorns Website and the Privacy Policy available through the Application. The Privacy Policy describes the general policies of Acorns and the Carrying Broker regarding use and sharing of information and the nonpublic personal information provided to or collected by Acorns and/or the Carrying Broker in connection with the opening and carrying of a Portfolio Account. You agree that the rights and obligations of Acorns, the Carrying Broker, and you relating to your personal information are defined in the Privacy Policy, subject to the terms and conditions of the Agreements and applicable state and federal laws and regulations of the United States. Acorns and the Carrying Broker have taken reasonable actions to safeguard your nonpublic personal information. However, neither Acorns nor the Carrying Broker warrants or guarantees secure access to the Websites, the Application, or Portfolio Advice Application. If unauthorized individuals or organizations access or misappropriate your personal information, neither Acorns nor the Carrying Broker shall be liable for any damages resulting from such unauthorized access or misappropriation. You agree that, if you have claims against Acorns or the Carrying Broker regarding the handling of your personal information, your only remedies will be those expressly provided by the applicable laws and regulations, in accordance with the Agreements.

You authorize Acorns and the Carrying Broker to use information about you that is publicly available or available directly or indirectly from credit reporting agencies in verifying your identity, performing background checks, investigating suspicious activity, or for any other purpose for so long as any account of yours in the Program is open or any amount is owed to Acorns or the Carrying Broker. Acorns and the Carrying Broker may use and share information about you, and you may "opt out" of certain types of information sharing, to the extent, if any, provided in the Privacy Policy. You authorize Acorns and the Carrying Broker to obtain consumer credit and other reports from any consumer reporting agency or provider of publicly available background to gather information necessary in the sole discretion of Acorns and the Carrying Broker. You acknowledge that, to the extent described in the Privacy Policy, Acorns and the Carrying Broker use authentication and encryption to protect the Websites, the Application, and your information and that access will therefore require password submission.

3.2 Device Compatibility

The Application is designed to work when accessed through the internet by a computer using certain web browsers or certain portable devices (such as phones or tablets that use Android or iOS operating systems), you acknowledge and agree that some web browsers or portable devices may not be compatible with the Application.

3.3 Terms of Use

You acknowledge receipt of the Terms of Use, which apply to the Application, the Portfolio Advice Application, and the Websites and agree to adhere to the Terms of Use throughout your participation in the Program.

4. Client Information

You acknowledge and agree that, subject to the terms and conditions of the Advisory Agreement, Acorns relies on the Client Information to provide the Advisory Services, including the recommendation by the Portfolio Advice Application of the Suggested Portfolio. You further acknowledge and agree that Acorns shares some or all of the Client Information with the Carrying Broker and that, subject to the terms and conditions of the Brokerage Agreement, the Carrying Broker relies on such Client Information to perform certain compliance functions, including verifying your identity for anti-money laundering and counter-terrorist financing purposes and confirming that United States firms like Acorns and the Carrying Broker are permitted to provide you with services under applicable United States economic sanctions against various countries, individuals and organization.

You represent and warrant to Acorns and the Carrying Broker that all Client Information you supply is true, accurate, complete, and current. Without limiting the generality of the preceding sentence, you represent and warrant that you are not insolvent. You agree to update any Client Information you provided Acorns or the Carrying Broker that is no longer accurate promptly using the Acorns Website. You agree to indemnify and hold Acorns, the Carrying Broker, and the other Indemnified Persons harmless from any and all damages resulting from or relating to your failure to provide true, accurate, complete, and current Client Information or to update Client Information.

5. Source of Funds

You represent, warrant, and covenant that none of the money you invest, will invest, or use to make a Deposit in the Program comes from, will come from or will be used to promote the conduct of, any crime or other illegal activity. You represent that no individual or entity has an interest in any money you use for Deposits or in any money or securities in any Portfolio Account of yours other than you or any other individual you have disclosed to Acorns as the joint owner of your Funding Source. You agree and acknowledge that there may be no more than one active Funding Source linked to each Portfolio Account at any time.

6. Electronic Delivery Consent

Acorns serves its clients through the Acorns Website and its functionalities, including the Application, which includes the Portfolio Advice Application, and is accessible to computers with access to the internet and certain types of portable devices with which the Application is compatible and email communications sent through the internet. The Carrying Broker serves its customers who are Acorns’s clients through the Carrying Broker Website and email communications.

When you agree to participate in the Program by entering into this Program Agreement and the Product Agreements, you consent to receive any and all advice, documents, information, or other communications from Acorns and the Carrying Broker electronically through the Websites, the Application, the Portfolio Advice Application, email, or otherwise over the internet. BY CLICKING THE BUTTON TO INDICATE "I AGREE" TO ENTER INTO THE AGREEMENTS, YOU GRANT YOUR INFORMED CONSENT TO RECEIVE ELECTRONICALLY ANY STATEMENTS, CONFIRMATIONS, PROSPECTUSES, PROXY AND VOTING MATERIALS, DISCLOSURES, TAX REPORTS, NOTICES, AND OTHER DOCUMENTS AND/OR INFORMATION RELATING TO THE PROGRAM, INCLUDING FOUND MONEY NOTIFICATIONS, AMENDMENTS TO THE AGREEMENTS, ADDITIONAL AGREEMENTS OR OTHER COMMUNICATIONS TRANSMITTED TO YOU IN RELATION TO THE PROGRAM.

Notwithstanding anything in the Agreements, you may request Tax Forms or other any communication that Acorns or the Carrying Broker is required by applicable law or regulation to provide on request be provided to you in paper. Your informed consent shall apply to each Tax Form and other communication that Acorns or the Carrying Broker is required by applicable law or regulation to provide on request to you in paper unless and until you revoke it. You may revoke or limit your informed consent to electronic delivery at any time by sending an email to support@acorns.com. Notwithstanding anything in the Agreements to the contrary, you agree that, if you revoke or limit your informed consent to electronic delivery, Acorns or the Carrying Broker may charge you reasonable fees, separate from and in addition to the Subscription Fee, for paper delivery and related services. Although you consent to electronic delivery, Acorns or the Carrying Broker may send you paper communications or request that you send paper communications to Acorns or the Carrying Broker.

You agree that:

7. Investment Risks

You acknowledge that:

8. Term

8.1 Effective Date

The Agreements become effective the date you click "I Agree" to enter into them.

8.2 Suspension of Services

You agree that Acorns, the Carrying Broker, and any of their affiliates or contractors may suspend the provision of services to you or delay, limit, restrict, or refuse any transaction for you at any time for any length of time without prior notice to you if either Acorns or the Carrying Broker believes in good faith that such suspension or delay is necessary or appropriate: (i) to ensure compliance with, or avoid, violating any law or regulation applicable to Acorns, the Carrying Broker, or a transaction relating to the Program; (ii) to comply with a request or guidance from a regulatory or law enforcement authority with jurisdiction over Acorns, the Carrying Broker, or a transaction relating to the Program; (iii) to avoid a loss to you, Acorns, or the Carrying Broker; (iv) to remediate or otherwise to address problems with technology; (v) due to interruptions in the access to or operation of any technology that Acorns or the Carrying Broker directly or indirectly use in connection with the Program; or (vi) to prevent a breach or violation of any term, condition, or other provision of any of the Agreements.

If Acorns and the Carrying Broker suspend all services under the Program, Acorns will credit to your Portfolio Account the prorated Subscription Fee for the period during which all services for your Portfolio Accounts were suspended. Acorns may in its sole discretion, but shall not be required to, credit to your Portfolio Account or transfer to your Funding Source the prorated Subscription Fee or a portion thereof for any period during which services were interrupted, delayed or partially suspended.

8.3 Termination

You, Acorns, or the Carrying Broker may close any or all of your Portfolio Accounts and terminate the Agreements at any time for any reason. You may close any or all of your Portfolio Accounts and terminate the Agreements by sending an email request via support@acorns.com or by mailing a signed written request, provided that:

If you request to close any Acorns Core Account, Acorns will initiate a Sale, instructing the Carrying Broker to sell all ETF Shares in your Acorns Core Account and to send the Cash, less any portion of the Subscription Fee or other fees due, to your Funding Source. Notwithstanding the foregoing, if you explicitly request when you close your Acorns Core Account that ETF Shares be transferred to another broker-dealer, Acorns will instruct the Carrying Broker to transfer, in accordance with your instructions, the ETF Shares remaining after each of the following are paid for with the proceeds of a Sale: any Withdrawals pending when the termination notice was received or sent by Acorns Advisers; any portion of the Subscription Fees due; the fees charged for processing the in-kind transfer to another broker-dealer; and any other fees due. If you request to close any Acorns Later Account you participate in, the closing transactions will be processed in accordance with the Later Agreements.

9. Reward Shares

You agree that you may not initiate a Sale of Reward Shares, a Withdrawal of the proceeds of a Sale of Reward Shares, or include the Reward Shares in a transfer of ETF Shares to a broker-dealer other than the Carrying Broker until the earlier of: (i) the day after you make a Deposit into your Acorns Core Account of an amount greater than or equal to the current value of the Reward Shares; or (ii) the day after you have kept your Acorns Core Account open for the entire Retention Period. If you never make a Deposit of an amount greater than or equal to the current value of the Reward Shares and do not keep your Acorns Core Account open for the Retention Period, you will not be able to use the Reward Shares for a Withdrawal or include the Reward Shares in any transfer of ETF Shares to a broker-dealer other than the Carrying Broker. You acknowledge that the Reward Shares, like any other ETF Shares, may decline in value or be used to pay the Subscription Fee or other charges in accordance with the Agreements. You acknowledge and agree that Acorns, any affiliate of Acorns, or the Carrying Broker may receive compensation from one or more third parties in connection with a Found Money promotion relating to an Acorns Core Account, including compensation that is more than the value of the Reward Shares you receive into an Acorns Core Account as Found Money in connection with the promotion. Reward Shares promotions do not apply to Acorns Later Accounts.

10. Liability

10.1 General Limitation

Subject to federal and state securities laws and Section 10.6 below, you agree that Acorns, the Carrying Broker, and their officers, directors, and employees shall not be liable under any of the Agreements for their actions or omissions absent their gross negligence, willful misconduct, or violation of applicable law. Neither Acorns nor the Carrying Broker shall be liable for damages (including losses, lost opportunities, and lost profits) relating to differences between projected or potential performance and actual results. Without limiting any other indemnity provision of the Agreements, you shall indemnify and hold harmless Acorns, the Carrying Broker, and the Indemnified Persons from any loss, damage, or liability arising out of any transaction in which Acorns acts directly or indirectly as your investment adviser or the Carrying Broker acts directly or indirectly as your agent, absent any willful or grossly negligent conduct by Acorns, the Carrying Broker, or the applicable Indemnified Person.

10.2 Access and Technology Problems

You acknowledge that access to the Websites, the Application, or the Portfolio Advice Application may be limited or unavailable from time to time, including due to systems maintenance or enhancements, usage demands, software or hardware malfunctions, or occurrences beyond the control of Acorns and the Carrying Broker (including operator errors, market volumes and volatility, power failures, equipment failures, communications failures, natural disasters, terrorist acts, and warfare). You agree that neither Acorns nor the Carrying Broker warrants or guarantees that the Websites, the Application, or the Portfolio Advice Application will be available all the time or at any particular time or that access will be continuous or uninterrupted. You agree that neither Acorns nor the Carrying Broker shall be liable for any damages (including losses, lost opportunities, lost profits, and the cost of substitute services) relating to the use of, inability to use, disruptions or interruptions in, the lack of access to, or the operation of, or otherwise arising in connection with, the Websites, any linked websites, the Application, or the Portfolio Advice Application. Without limiting the generality of the preceding sentence, Acorns and the Carrying Broker shall not be liable for the transmission of harmful data or code that may impact equipment, files, or data of you or anyone else or for the incompatibility of any equipment you own or use with technology used by Acorns or the Carrying Broker. You agree that neither Acorns nor the Carrying Broker make any warranty of any kind, express or implied, regarding the usability or functionality of the Acorns Website, the Carrying Broker Website, the Application, or the Portfolio Advice Application or any other hardware, software, or technology used in connection with the Program.

10.3 Website Content

Acorns and the Carrying Broker may enhance, supplement, modify, or remove content on the Websites at any time for any reason without notice to you but shall have no duty to update such content. You acknowledge that there may be inaccuracies or typographical errors in content on the Websites or websites linked to either of the Websites from time to time and agree that Acorns and the Carrying Broker specifically disclaim all liability for such inaccuracies or errors. You acknowledge and agree that the content and opinions on third-party websites linked to either of the Websites are not necessarily monitored, reviewed, investigated, verified, validated, or endorsed by Acorns or the Carrying Broker. Acorns and the Carrying Broker are not responsible for the accuracy or reliability of any information on the Websites. You agree it is your responsibility to evaluate the accuracy, reliability, timeliness, and completeness of content on the Websites.

Acorns and the Carrying Broker will not provide tax or legal advice, including with respect to any of your Portfolio Accounts. You agree that none of the content provided through the Application, including the Portfolio Advice Application, the Acorns Website, or the Carrying Broker Website is intended as, and shall not be deemed to be, tax or legal advice. You acknowledge that you should consult with a personal tax advisor before making tax-related investment decisions. You agree that neither Acorns nor the Carrying Broker shall have any obligation under any of the Agreements to take any action with respect to legal proceedings, including bankruptcy, that may arise regarding securities held or formerly held in any of your Portfolio Accounts or regarding the issuer of such securities.

All content, products, and services on the Websites and the Application are provided "as is" without any warranty of any kind, express or implied, including warranties of accuracy, fitness for a specific purpose, security, ownership, title, non-infringement, or merchantability.

10.4 Independent Contractors

Neither Acorns nor the Carrying Broker shall be liable for the acts or omissions of their vendors or other contractors, including the ACH Operator, the Clearing Broker, or any third party participating in a Promotion relating to Found Money. Without limiting the foregoing, Acorns does not warrant or guarantee that any or all money, credits, or other property that might be necessary to fund Found Money in a Promotion will be received in connection with the Program. Notwithstanding the terms and conditions of any Found Money promotion, you acknowledge and agree that you will have no right to receive any Found Money from Acorns’s parent company or any of its affiliates, to the extent any third party fails to pay Acorns’s parent company in connection with the applicable promotion.

10.5 Automated Clearing House (ACH) Transactions

You acknowledge that it is your responsibility to provide correct payment instructions for your Funding Source to Acorns, the Carrying Broker, and the ACH Operator when requested in connection with the Program. You agree to be bound by the National Automated Clearing House Association operating rules and any applicable local ACH operating rules. You acknowledge that mismatched, incorrect, or incomplete identifying information regarding your Funding Source or in payment instructions to make a Deposit or pay Subscription Fees may result in an ACH transfer being rejected, lost, posted to an incorrect account or returned to the bank that maintains your Funding Source without notice to you. You agree that Acorns may request and the ACH Operator or Carrying Broker may make ACH transfers for Withdrawals solely by reference to the account number of the recipient. Acorns, the Carrying Broker, and the ACH Operator shall not be obligated by any provision of any of the Agreements to determine whether there is a discrepancy relating to names or account numbers in transfers between any of your Portfolio Accounts and your Funding Source. You agree to indemnify and hold Acorns, the Carrying Broker, and the other Indemnified Persons harmless from any and all damages resulting from or relating to any mismatched, incorrect, or incomplete identifying information regarding your Funding Source or in payment instructions for an ACH transfer to make a Deposit or Withdrawal or pay Subscription Fees. You agree that processing of ACH transfers for Deposits, Withdrawals or Subscription Fees may be delayed for five Business Days or longer. If you believe a transfer has not been properly credited to you, you agree to notify Acorns promptly. You agree that money transferred from your Funding Source may not be reflected in a Deposit credited to your Portfolio Account(s) or available during delays. You agree that, notwithstanding anything to the contrary in any of the Agreements, Acorns, the Carrying Broker, and the Indemnified Persons shall not be liable for ACH transfer processing delays, any act or omission of, including any overdraft or other fee charged by, any financial institution that maintains your Funding Source or Linked Card(s), or for any act or omission of any service provider or vendor of any such financial institution. Any credit resulting from an ACH transfer associated with a Deposit or payment of any Subscription Fee is provisional until the Carrying Broker receives payment. Without limiting any other rights of Acorns or the Carrying Broker to delay a Withdrawal or deny a request for a Withdrawal, Acorns and the Carrying Broker reserve the right to delay or prevent a Withdrawal of the proceeds of any Deposit pending verification of final payment. If the Carrying Broker does not receive final payment, or if any of your Portfolio Account(s) have been credited by mistake, you authorize Acorns to instruct the Carrying Broker to reverse the credit to your affected Portfolio Account(s) or you will otherwise reimburse the Carrying Broker if assets in your affected Portfolio Account(s) are not sufficient. If a payment funding a Deposit does not become final, the originator (which is you in the case of a Deposit originating in your Funding Source, your employer in the case of an employer contribution to an Acorns Later/Traditional Account that is a simplified employee pension plan individual retirement account, and the holder of Found Money in the case of an Acorns Core Account receiving Found Money) will not be deemed to have paid you in your applicable Portfolio Account.

10.6 Securities Laws

Notwithstanding anything in this Section 10 or any other provision in any of the Agreements, nothing in any of the Agreements shall limit in any way or waive any of your rights under federal or state securities laws.

11. Miscellaneous

11.1 Governing Law

The Agreements shall be construed under Delaware law, which shall govern as if they were entered into in the state of Delaware.

11.2 Entire Agreement

You acknowledge and agree that the Agreements, as they may be amended from time to time in accordance with their terms, constitute the entire and final understanding with respect to the Agreements’ subject matter. You acknowledge and agree that the Agreements supersede any previous agreements with Acorns, or the Carrying Broker.

11.3 Dispute Resolution

This Program Agreement contains a pre-dispute arbitration clause, which applies to this Program Agreement, the Advisory Agreement (Attachment A), and the Brokerage Agreement (Attachment B). By signing this Program Agreement, Acorns, the Carrying Broker, and you agree as follows:

Pre-Dispute Arbitration Clause: All controversies that may arise between you and Acorns or between you and the Carrying Broker concerning any subject matter, issue, or circumstance whatsoever (including controversies concerning any account, order, or transaction, or the continuation, performance, interpretation, or breach of this, the other Agreements, or any other agreement between you and Acorns or the Carrying Broker, whether entered into or arising before, on, or after the date this account is opened) shall be determined by binding arbitration through the Financial Industry Regulatory Authority ("FINRA"). You acknowledge that judgment upon any arbitration award may be entered in any court of competent jurisdiction.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Program Agreement except to the extent stated herein.

11.4 Severability

If any provision of any of the Agreements is held unenforceable or invalid under any law, rule, or administrative or judicial order or decision, that holding shall not alter the enforceability or validity of the Agreements’ remaining provisions.

11.5 Interpretation

Headings in the Agreements are descriptive and for convenience only. The headings shall not be construed as altering the scope of the rights and obligations created by the Agreements’ terms and conditions. Defined terms shall have their assigned meanings wherever used in any of the Agreements, regardless of whether defined in the Definitions Section of the Program Agreement or used in the singular or the plural. Unless expressly provided otherwise, the word "including," as used in any of the Agreements, shall be construed as introducing examples of a category without limiting such category and shall therefore be construed as if the word "including" were replaced with the phrase "including but not limited to" or "including without limitation." No provision of any of the Agreements granting any right or authority to Acorns, its parent company or any of its affiliates or agents shall be deemed to preclude or otherwise to limit or lessen any other right or authority granted Acorns, its parent company or any of its affiliates or agents under any of the Agreements unless the preclusion, limitation or lessening is stated expressly. No course of dealing between you and Acorns or between you and the Carrying Broker, nor any delay by Acorns or the Carrying Broker in exercising any rights or remedies under any of the Agreements, shall be deemed to be a waiver of any such rights or remedies. Any such right or remedy may be exercised as often as Acorns or the Carrying Broker may determine in its sole discretion.

11.6 Notice

You acknowledge that the usual way Acorns and the Carrying Broker will provide you notice under any of the Agreements, including notices of new versions of any of the Agreements when modified pursuant to Section 11.10 below, is by posting such notices on the Acorns Website. You agree to check the Acorns Website and the Application frequently. If required by applicable law or if they decide in their sole discretion, Acorns and the Carrying Broker will provide you with notices by other means, including emails linking to the Acorns Website or Application, other emails, and traditional mail.

11.7 Geographic Scope of Program

You acknowledge that the Program is intended for natural persons who are citizens or other lawful residents of the United States and who are located in the United States and that neither Acorns nor the Carrying Broker intend to offer the Program, any securities, or any other products or services outside the United States. You acknowledge that Acorns and the Carrying Broker do not offer the Program to non-resident aliens subject to tax withholding. Neither Acorns nor the Carrying Broker represent or warrant that any aspect of the Program, including information available from the Acorns Website or the Application and information provided through the Portfolio Advice Application, complies with any law or regulation of any jurisdiction outside the United States. You represent and warrant that you are a lawful resident of and either located in the United States or serving in the United States military and that you have been lawfully issued by the government of the United States the social security number or tax identification number you provided when applying for any account through Acorns or any of its affiliates, agents or contractors using the account opening functionality on the Acorns Website or in the Application.

11.8 Authority

You represent and warrant that you have the full power and authority to enter into each of the Agreements. You certify that you are of legal age to enter into contracts in the state where you live. You agree that, when you sign below, the Agreements will have been duly authorized and will be binding. You acknowledge that you are solely responsible for carefully reviewing and understanding all terms and conditions of the Agreements.

11.9 No Conflict

You represent and warrant that no term of any of the Agreements conflicts with or violates any duty you have under any law, regulation, or agreement.

11.10 Amendment

Acorns or the Carrying Broker may amend this Program Agreement, including any of the Product Agreements, from time to time by adding, revising, or deleting any terms or conditions. Nothing in this Program Agreement shall be deemed waived or amended without the prior express written consent of Acorns or the Carrying Broker executed by a duly authorized representative of Acorns or the Carrying Broker. Acorns may amend the Advisory Agreement in accordance with the terms and conditions of the Advisory Agreement. The Carrying Broker may amend the Brokerage Agreement in accordance with the terms and conditions of the Brokerage Agreement. The IRA Custodian and Administrator may amend the Later/Traditional Custodial Agreement and/or the Later/Roth Agreement in accordance with the terms and conditions of those Agreements, whichever applies. Although Acorns or the Carrying Broker may email you from time to time about changes to the Agreements, the regular way for Acorns and the Carrying Broker to notify you of amendments is to post notice on the Websites and/or the Application and update the current version of the Agreements, which will be available on the Acorns Website and the Application, subject to Section 10.2 above, for you to access, download, review, print, and retain.

11.11 Assignment

You may not assign your rights or obligations under any of the Agreements without the prior express written consent of Acorns and the Carrying Broker. Acorns may assign its rights or obligations under this Program Agreement and the Advisory Agreement but only in accordance with the terms and conditions of the Advisory Agreement. The Carrying Broker may assign its rights or obligations under this Program Agreement and the Brokerage Agreement but only in accordance with the terms and conditions of the Brokerage Agreement. The IRA Custodian and Administrator may assign its rights or obligations under the Later/Traditional Custodial Agreement or the Later/Roth Custodial Agreement in accordance with the terms and conditions of whichever of those agreements applies.

Electronic Signature

If you want to participate in the Program and have carefully reviewed this Program Agreement, including THE PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 11.3 OF THIS PROGRAM AGREEMENT, then click the "I Agree" button.

BY CLICKING "I AGREE" I AGREE TO ENTER INTO THIS PROGRAM AGREEMENT, THE PRODUCT AGREEMENTS THAT APPLY, AS DESCRIBED IN THE PROGRAM AGREEMENT, TO THE PRODUCTS I HAVE CHOSEN AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS.

Questions? Please contact Acorns Customer Service at:

Email

support@acorns.com

Web

www.acorns.com

Fax

 (949) 209-5813

Regular Mail

Acorns Securities 

19900 MacArthur Blvd. Suite 500 

Irvine, CA 92612

 

ATTACHMENT A TO THE ACORNS PROGRAM AGREEMENT

Investment Advisory Agreement

By entering into the Program Agreement, you agree to enter into this Advisory Agreement with Acorns, which comes into effect when you enter into the Program Agreement.

The terms and conditions of the Program Agreement, including THE PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 11.3 OF THE PROGRAM AGREEMENT, are incorporated into this Advisory Agreement between Acorns and you.

All capitalized terms herein that are defined in the Program Agreement shall have the meanings assigned in the Program Agreement. If any term or condition of this Advisory Agreement is deemed to conflict with a term or condition of the Program Agreement, this Advisory Agreement shall control with respect to your rights and obligations and Acorns’s rights and obligations.

A1. Investment Advice

A1.1 Portfolios

Acorns will develop the Portfolios and enhance or update the Portfolios from time to time. You agree that Acorns may modify from time to time the number of Portfolios that it deems appropriate, in its sole discretion, to address the investment objectives, time horizons, and risk tolerances associated with categories of clients. You agree that Acorns may, in its sole discretion, modify from time to time the selection of the ETFs that comprise each of the Portfolios and the relative weightings of the ETFs within each of the Portfolios. Nothing in this Section A1.1 shall be deemed as limiting your rights or Acorns’s obligations under federal or state securities laws and regulations.

Acorns will use the Application to provide you with information about the composition and investment objectives of the Portfolios. You agree that:

A1.2 Suggested Portfolio

Based on your Client Information and responses to an investor questionnaire, Acorns will use a proprietary algorithm that is part of the Portfolio Advisory Application to recommend to you a Suggested Portfolio among the Portfolios offered. You acknowledge that Acorns identifies the Suggested Portfolio in reliance on the Client Information you provide. You agree to provide Acorns with Client Information about you and that you are responsible for ensuring Client Information is true, accurate, complete, and current in accordance with applicable law and Section 4 of the Program Agreement, including the representations, warranties, agreements and indemnification provisions of Section 4 of the Program Agreement. Acorns shall not be liable for any identification of a Suggested Portfolio based on untrue, inaccurate, incomplete, or out-of-date Client Information. You agree that you will access and review information identifying and describing the Suggested Portfolio using the Portfolio Advice Application.

You acknowledge that, based on the Client Information you provide and the Investment Advisory methodology used in developing the Portfolio Advice Application, the Suggested Portfolio is the choice among the Portfolios that Acorns recommends as best for you. However, you agree that there is no guarantee, representation, warranty, or covenant that the Suggested Portfolio will perform better over any time period than any other Portfolio or any other investment. You agree that:

A1.3 Selected Portfolio

You may choose any one of the Portfolios to be your Selected Portfolio. You are not obligated to choose the Suggested Portfolio to be your Selected Portfolio. You may change your Selected Portfolio at any time, in the case of Acorns Core Accounts using the Application and in the case of Acorns Later Accounts by contacting Acorns Customer Service during business hours. There may not be more than one Selected Portfolio for your Portfolio Account. You acknowledge and agree that you are solely responsible for the choice among the Portfolios of your choice Selected Portfolio. Acorns shall not have authority or discretion to select any of the Portfolios, including the Suggested Portfolio, for you. You further acknowledge and agree that it is your responsibility to review and carefully consider the information the information available on the Acorns Website or within the Application about each of the Portfolios and their constituent ETFs before choosing your Selected Portfolio.

While the Program is designed so that trading in your Portfolio Account over time causes the holdings to replicate your Selected Portfolio, you agree that there is no guarantee, representation, warranty, or covenant that the holdings in your Portfolio Account will match the allocations of your Selected Portfolio. You acknowledge that various factors (including the timing and frequency of Deposits and Withdrawals, market volatility and disruptions, the timing and frequency of your choice of or changes to your Selected Portfolio, any exclusion of an ETF from your Selected Portfolio, access interruptions, and hardware or software failures) can impact the extent to which holdings in your Portfolio Account will replicate your Selected Portfolio at any particular point in time.

If you choose a Selected Portfolio other than the Suggested Portfolio, you acknowledge and agree, without limiting any other provision of the Program Agreement or this Advisory Agreement, that:

You acknowledge and agree that:

Notwithstanding the foregoing, you may exclude from your Selected Portfolio any one of the ETFs that otherwise comprise your Selected Portfolio if, after carefully reviewing and analyzing all pertinent information available on the Acorns Website or through the Application about your Selected Portfolio, you conclude that you do not want to own any one of the ETFs in the Selected Portfolio. You may request to exclude from or re-include in your Selected Portfolio an ETF at any time by emailing support@acorns.com. You acknowledge and agree that, due to the relatively small number of ETFs in each of the Portfolios, it would not be reasonable for you to request the exclusion of more than one ETF from any Portfolio. You therefore agree that you shall not have the ability to exclude more than one ETF from your Selected Portfolio at any time. If you exclude an ETF from your Selected Portfolio, the remaining ETFs in your Selected Portfolio will be allocated relative to each other in the same proportions that they are allocated relative to each other in the Portfolio on which your selected Portfolio is based. You acknowledge that excluding an ETF from your Selected Portfolio may adversely impact its performance. By excluding an ETF, you acknowledge and agree, without limiting any other provision of the Program Agreement or this Advisory Agreement, that:

A1.4 Ongoing Advice to Help Your Holdings Track Selected Portfolio

You authorize Acorns to conduct Rebalancings from time to time in your Portfolio Account. A proprietary algorithm in the Application will calculate the Purchases and Sales for each Rebalancing based on automated analysis of your Portfolio Account holdings relative to your Selected Portfolio. Acorns will design the Orders for Rebalancing to cause the holdings in your Portfolio Account to replicate your Selected Portfolio more closely after settlement of the Purchases and Sales that comprise the Rebalancing than before settlement of such Purchases and Sales. You agree that Acorns may modify at any time the manner in which, or the frequency with which, Acorns calculates, generates, and places with the Carrying Broker the Orders for Rebalancing. You acknowledge that changes, particularly volatile changes, in the market price of the ETFs in your Selected Portfolio relative to each other may prevent Rebalancings from successfully making your Portfolio Account holdings more closely approximate your Selected Portfolio.

You authorize Acorns to conduct Reinvestments on your behalf after each receipt in your Portfolio Account of a dividend on ETF Shares you own through the Program. Acorns will generally design the Orders for Reinvestments to approximate your Selected Portfolio. Notwithstanding anything to the contrary in any of the Agreements or elsewhere, you agree that Acorns shall be under no duty to conduct, and makes no guarantee that it will conduct, any Rebalancing or Reinvestment at any particular time or a Purchase or Sale for Rebalancing of any ETF Shares in any particular amount.

A1.5 Standard of Care

Subject to the terms and conditions of the Program Agreement and this Advisory Agreement (including, without limitation, Section 10 of the Program Agreement) and without limiting any rights you may have under the Investment Advisers Act of 1940 and other applicable United States federal or state securities laws, Acorns shall exercise the level of care in providing the Advisory Services that is customary and reasonable in the industry for investment advisers providing investment advice solely through internet-accessed computer applications.

A1.6 Scope and Delivery of Our Investment Advice

You acknowledge and agree that Acorns will not provide investment advice other than the investment advice described in this Section A1 and will not provide you Advisory Services separate from the Program. You agree that Acorns will provide you investment advice and deliver the Advisory Services solely electronically in accordance with Section 6 of the Program Agreement. You acknowledge that Acorns will not provide you investment advice in person, over the phone, or in other than information available on the Application and Acorns Website and communications through the Portfolio Advice Application. You acknowledge that you will not be entitled or able to transact in or hold securities in your Portfolio Account other than the ETF Shares selected by Acorns to comprise the Portfolios for the Program.

A2. Your Instructions

A2.1 Deposits and Related Purchases

You agree that you will invest in the Program by using the Application to initiate Deposits at Will, by using your Linked Card(s) to generate Round Up Deposits, or both. You agree and acknowledge that nothing in any of the Agreements gives you any right to fund any Deposit or transfer of money for investment in the Program in any manner other than an Automated Clearing House transfer from your Funding Source to the Carrying Broker in accordance with the Agreements or a transfer of Found Money to the Carrying Broker as permitted in the Program by Acorns from time to time. Acorns reserves the right to accept investments funded from other sources or through other means on a case by case basis and subject to the fees in the Program Agreement with the prior express written approval of a duly authorized officer of Acorns.

A2.1.1 Deposits at Will

You may, subject to Sections 8 and 10 of the Program Agreement, invest in the Program by initiating a Deposit at Will in any amount of $5 or more through the Application at any time. When Acorns notifies you of Found Money, you may initiate a Deposit at Will to invest the Found Money in the Program. You agree that, by initiating a Deposit at Will in the Application, you authorize the ACH Operator to request that the financial institution that maintains your Funding Source transfer the amount of the Deposit at Will from your Funding Source to the Carrying Broker for investment in accordance with Section A2.4 below of this Advisory Agreement. You agree that, by initiating a Deposit at Will, you authorize Acorns to place Orders with the Carrying Broker on your behalf for Purchases of the ETFs that comprise your Selected Portfolio in amounts calculated by the Portfolio Advice Application such that the resulting holdings in your Portfolio Account after settlement of such Purchases will approximate your Selected Portfolio. Acorns will undertake good faith efforts and generally expects to generate and place the Orders for such Purchases on the Business Day after the Carrying Broker credits each applicable Deposit at Will to your Portfolio Account, but you acknowledge and agree that such Orders may be placed any time within five Business Days after the day the Carrying Broker credits the applicable Deposit at Will to your Portfolio Account.

A2.1.2 Round Up Deposits

You acknowledge and agree that you must use the Application to connect your Acorns Core Account to your Linked Card(s) in order to use the Round Up feature of your Acorns Core Account and make Round Up Deposits. If you use the Round Up feature, you shall be required to connect your Acorns Core Account to your Linked Card(s) by entering into the Application true, accurate, current, and complete information about your Linked Card(s). You acknowledge that the information you enter into the Application about your Funding Source is Client Information subject to the representations, warranties, and indemnification provisions of Section 4 of the Program Agreement.

Each time, subject to Sections 8.2 and 10.2 of the Program Agreement, the sum of Pending Round Ups associated with your Linked Card(s) equals or exceeds $5, you will cause the Application to initiate a Round Up Deposit. You agree that, by using your Linked Card(s) in a way that causes the sum of Pending Round Ups to equal or exceed $5, you authorize the ACH Operator to request that the financial institution that maintains your Funding Source transfer the amount of the sum of Pending Round Ups from your Funding Source to the Carrying Broker for investment in the Program. You further agree that, by using your Linked Card(s) in a way that causes the sum of Pending Round Ups to equal or exceed $5, you authorize Acorns to place Orders with the Carrying Broker on your behalf for Purchases of the ETFs that comprise your Selected Portfolio in amounts calculated by the Portfolio Advice Application such that the resulting holdings in your Acorns Core Account after settlement of such Purchases will approximate your Selected Portfolio. Acorns will undertake good faith efforts and generally expects to generate and place the Orders for such Purchases on the Business Day after the Carrying Broker credits each applicable Round Up Deposit to your Acorns Core Account, but you acknowledge and agree that such Orders may be placed any time within five Business Days after the day the Carrying Broker credits the applicable Round Up Deposit to your Acorns Core Account.

A2.2 Withdrawals and Related Sales

You may, subject to Sections 8 and 10 of the Program Agreement, withdraw money from your investments in the Program by initiating a Withdrawal request through the Application at any time. You acknowledge and agree that, notwithstanding anything in the Agreements to the contrary, you will not be able to request Withdrawals, or to request Sales relating to fund Withdrawals, unless and until you connect your Funding Source to your Portfolio Account using the Application in accordance with Section A2.4 below of this Advisory Agreement. You agree that, by requesting a Withdrawal, you authorize Acorns to place an order with the Carrying Broker on your behalf for Sales of ETF Shares in your Portfolio Account in amounts calculated by the Portfolio Advice Application such that the resulting holdings in your Portfolio Account after settlement of such Sales will approximate your Selected Portfolio. Acorns will undertake good faith efforts to generate and place the Orders for such Sales on the Business Day after you request a Withdrawal, but you acknowledge and agree that such Orders may be placed any time within five Business Days after you request a Withdrawal. Acorns will send any Withdrawal request you initiate through the Application to the ACH Operator. You agree that, by requesting a Withdrawal, you authorize the ACH Operator to request that the Carrying Broker transfer the proceeds of the applicable Sales in the amount you request (or less if the money remaining in your Portfolio Account after deducted any Subscription Fee or other fee due is less) to your Funding Source. You acknowledge and agree that the Carrying Broker will not initiate a transfer of money for a Withdrawal until the Business Day after the last applicable Sale to settle for such Withdrawal has settled and that it may take up to five Business Days after the Carrying Broker initiates a transfer of money for the proceeds of a Withdrawal to arrive in your Funding Source.

A2.3 Reward Share Purchases

Subject to Section 9 of the Program Agreement, you agree that your choice of a Selected Portfolio, as modified by you in accordance with this Advisory Agreement from time to time, shall serve as standing instructions for Acorns to place Orders with the Carrying Broker on your behalf for Purchases of Reward Shares that Acorns agrees in writing to give you in connection with the Program, if any, in amounts that are: (i) consistent with the value of Reward Shares Acorns agrees to pay under the terms of the applicable gift of Reward Shares in the Program; and (ii) calculated by the Portfolio Advice Application such that the resulting holdings in your Acorns Core Account after settlement of such Purchases will approximate your Selected Portfolio.

A2.4 Funding Source Connection

You acknowledge and agree that you must use the Application to connect your Portfolio Account to your Funding Source in order to participate in the Program. You shall be required to connect your Portfolio Account to your Funding Source by entering into the Application true, accurate, current, and complete information about your Funding Source, including the American Bankers Association routing number and account number for your Funding Source. You acknowledge that the information you enter into the Application about your Funding Source is Client Information subject to the representations, warranties, and indemnification provisions of Section 4 of the Program Agreement. You acknowledge that your Portfolio Account will not be connected to your Funding Source unless and until you receive a confirmation through the Application indicating that you have successfully connected your Portfolio Account and Funding Source. You agree that, unless and until you successfully connect your Portfolio Account and Funding Source, you will have no right under the Agreements to make related Withdrawals or related Sales. You further agree that, if your Funding Source is closed or restricted after you connect it to your Portfolio Account, you will have no right under the Agreements to make Deposits or Withdrawals unless and until: (i) your Funding Source is reopened or unrestricted; or (ii) you successfully connect a different Funding Source to your Portfolio Account.

A3. Limited Trading Authority to Modify and Track Portfolios

Generally, you will direct and are responsible for the direction of your investments through the Program by: (i) carefully reviewing the information about investing and the Portfolios available on the Acorns Website and through the Application; (ii) carefully considering the recommendation by that Acorns generates for you through the Portfolio Advisory Application of the Suggested Portfolio; (iii) choosing your Selected Portfolio; and (iv) deciding whether to exclude an ETF from your Selected Portfolio. Moreover, it is your responsibility to conduct and monitor the inflows and outflows to and from your Portfolio Account by using the Application to initiate Deposits at Will, Round Up Deposits, and Withdrawals. However, Acorns shall have discretion over assets in your Portfolio Account to the limited extent that Acorns shall have the authority under the Program:

A4. Brokerage and Custody

Although Acorns may transmit your requests for Withdrawals to the ACH Operator and/or the Carrying Broker, Acorns shall have no authority to initiate any Withdrawal or otherwise to transfer any securities or money out of your Portfolio Account other than for fee deduction pursuant to Section A5.3 of this Advisory Agreement.

By entering into the Agreements and participating in the Program, you authorize and instruct Acorns to use the Carrying Broker to maintain your Portfolio Account and to handle Orders. You acknowledge and agree that Acorns may combine Orders for Purchases or Sales in your Portfolio Account with Orders for purchases or sales of ETF Shares in other accounts in the Program and/or with purchases or sales of ETF Shares by Acorns into larger Orders for aggregate transactions for each applicable ETF in the Portfolio. You agree that the Carrying Broker will route Orders to the Clearing Broker for execution, clearance, and settlement.

A5. Fees

A5.1 Subscription Fee

You agree to pay the Subscription Fee in accordance with the Agreements, including Section 2 of the Program Agreement. You acknowledge that the Subscription Fee may change from time to time and will be available on the Acorns Website and in the Brochure.

A5.2 Other Fees

You agree to pay the fees, if any, other than the Subscription Fee that you owe pursuant to Section 2 of the Program Agreement. You acknowledge that such fees may change from time to time and will be available on the Acorns Website and in the Brochure.

A5.3 Authorization of Fee Deduction

PREAUTHORIZATION OF MONTHLY ELECTRONIC FUNDS TRANSFER FROM YOUR FUNDING SOURCE: By clicking “I agree” to enter into this Program Agreement, you authorize Acorns and any of its agents, for the entire period, if any, in which your Portfolio Account(s) are subject to a Subscription Fee under Section 2 of the Program Agreement, to process a recurring ACH debit from your Funding Source in the amount specified in Section 2 of the Program Agreement. Any ACH debit you preauthorize in the preceding sentence will result in an electronic funds transfer from your Funding Source to Acorns to pay, if applicable, the Subscription Fee. Acorns or any of its agents may charge a fee if your ACH debit fails due to insufficient funds in your Funding Source. You further authorize Acorns to instruct the Carrying Broker to sell, as necessary, ETF Shares in your Portfolio Account and to transfer money out of one or more of your Portfolio Accounts to pay Acorns or the Carrying Broker amounts, if any, of the Subscription Fee and, if any, other fees due under the Agreements. The ETF Share sales you authorize in the preceding sentence include without limitation sales to pay: (i) any Subscription Fee if your Funding Source is closed or disconnected from your Portfolio Account or its transactions restricted; (ii) any Subscription Fees if the preauthorized recurring monthly ACH debit you authorized above is rejected in any month due to non-sufficient funds; (iii) any fees other than the Subscription Fee that may apply to any of your Portfolio Accounts under the Program Agreement.

A5.4 No Performance Fee

Acorns and you agree that you will not be charged a performance fee.

A6. Your Responsibility to Vote ETF Shares

You acknowledge and agree that you have the right to vote the ETF Shares in your Portfolio Account and that Acorns shall not have any obligation to vote and shall not vote such ETF Shares.

A7. Brochure Receipt

You acknowledge receipt of the Brochure, which is also available on the Acorns Website and the SEC’s Investment Adviser Public Disclosure page on www.adviserinfo.sec.gov

A8. Privacy

You acknowledge receipt of the Privacy Policy, which Acorns may amend from time to time by posting new versions on the Acorns Website. You consent to Acorns recording your telephone calls and your electronic communications with representatives and associated persons of Acorns without further notice. You expressly authorize Acorns representatives or associated persons to contact you for purposes of evaluating and offering the Advisory Services, the Program, and other products and services by calling, writing, or emailing at the telephone number(s), mailing address, and/or email address(es) you provide in connection with any your Portfolio Account(s), including any additional or updated telephone numbers, mailing addresses, or email addresses. The authorization in the preceding sentence will remain in effect unless and until you specifically revoke it by notifying the Acorns representatives or associated persons with whom you are in contact.

A9. Assignment

Acorns shall not assign its rights or obligations under this Advisory Agreement or the Program Agreement without your consent, provided however that you will be deemed to have consented to an assignment if you do not object to such assignment within 60 calendar days of being notified through the Acorns Website or the Application or by email of any intent of Acorns to assign such rights or obligations.

A10. Dispute Resolution

YOU ACKNOWLEDGE AND AGREE THAT ALL THE AGREEMENTS, INCLUDING THIS ADVISORY AGREEMENT, ARE GOVERNED BY THE PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 11.3 OF THE PROGRAM AGREEMENT.

ATTACHMENT B TO THE ACORNS PROGRAM AGREEMENT

Brokerage and Custody Customer Agreement

By entering into the Program Agreement, you agree to enter into this Brokerage Agreement with the Carrying Broker, which comes into effect when you enter into the Program Agreement.

The terms and conditions of the Program Agreement, including THE PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 11.3 OF THE PROGRAM AGREEMENT, are incorporated into this Brokerage Agreement between the Carrying Broker and you.

All capitalized terms herein that are defined in the Program Agreement shall have the meanings assigned in the Program Agreement. If any term or condition of this Brokerage Agreement is deemed to conflict with a term or condition of the Program Agreement, this Brokerage Agreement shall control with respect to your rights and obligations and the Carrying Broker’s rights and obligations.

B1. Agency, Custody, and Trading

You appoint the Carrying Broker as your agent to carry your Portfolio Account and carry out your instructions, including instructions for Purchases and Sales. You assume all investment risk with respect to your Portfolio Account. All transactions in your Portfolio Account will be executed only on your order or the order of Acorns, acting as your authorized representative pursuant to the Advisory Agreement, except as provided by this Brokerage Agreement or otherwise agreed to by you. You authorize the Carrying Broker, as your agent, to establish relationships with the Clearing Broker, and to appoint and use other sub-agents. You authorize the Carrying Broker and its sub-agents to take reasonable steps in connection with the carrying of your Portfolio Account and its rights and obligations under this Brokerage Agreement, including: opening, closing, and carrying the Portfolio Account in your name; making and retaining customer, account, and transaction records; holding securities in registered or book entry form; and placing, transmitting, and withdrawing orders for transactions, including the Orders authorized by you in the Advisory Agreement and placed by Acorns on your behalf; effecting Purchases, Sales and other transactions, including transactions in securities or bank accounts maintained in the Carrying Broker’s name for the benefit of the Carrying Broker’s customers and reconciling such transactions with transactions in your Portfolio Account; holding securities and money attributable to your Portfolio Account in securities or bank accounts maintained in the Carrying Broker’s name for the benefit of the Carrying Broker’s customers and thus commingling such securities and money with that of other customers in the Program. You agree that the Carrying Broker may, in its sole discretion and without prior notice to you, refuse or restrict orders placed by you or by Acorns on your behalf.

You authorize the Carrying Broker to accept from Acorns and route to the Clearing Broker for execution aggregate Orders assembled by Acorns that combine Purchases and Sales of ETF Shares in your Portfolio Account with purchases and sales of the same ETFs for accounts of other customers in the Program or Acorns.

You agree that the Clearing Broker will execute, clear, and settle transactions in your Portfolio Account and that the Carrying Broker does not act as the Clearing Broker’s Agent. You agree that, unless the Carrying Broker receives a written notice from you to the contrary, the Clearing Broker may accept from the Carrying Broker any instructions relating to your Portfolio Account, without inquiry or investigation, including Orders placed by Acorns on your behalf for Purchases or Sales. You acknowledge and agree that the Carrying Broker will not route Orders to markets for execution other than through the Clearing Broker or obtain clearance and settlement services for your transactions related to your Portfolio Account other than from the Clearing Broker.

B2. Association with Broker-Dealer

You certify that you are not employed by or registered with a broker-dealer or other employer whose consent is required to open and maintain your Portfolio Account unless you have provided the consent to us. If you are employed by such an entity, please email support@acorns.com to provide consent and pertinent information. You agree that the Carrying Broker will provide to your employer duplicate electronic statements and/or trade confirmations for your Portfolio Account, according to the requirements of your firm, as provided by industry regulations, if you are employed by or registered with a broker-dealer or other firm with outside account oversight requirements for access or other persons.

B3. Portfolio Account Activity Limitations

B3.1 Limitations on Transaction Types

You acknowledge that your Portfolio Account is a special type of brokerage account because it is to be used only in connection with the Program. You further acknowledge that many types of typical brokerage products, services, and transactions are not available in your Portfolio Account. The types of products, services, and transactions that will, subject to the terms and conditions of the Agreements, generally not be available in your Portfolio Account and that you shall have no right to request of or obtain from the Carrying Broker include without limitation: (i) purchases or sales of ETF Shares in combinations or amounts other than those associated with your Selected Portfolio; (ii) transactions in individual stocks, corporate bonds, municipal or other government securities, mutual fund shares, private fund interests, limited partnership interests, or any securities other than the ETFs included in your Selected Portfolio in amounts resulting from Orders placed on your behalf by Acorns in efforts to replicate your Selected Portfolio; (iii) margin lending or trading; (iv) short sales; (v) stock loans or other securities lending; (vi) repos, reverse repos, hypothecation, or rehypothecation; (vii) transactions in currency or foreign exchange; (viii) forwards, swaps, security-based swaps, security futures, warrants, options, structured products, or other derivatives; and (ix) third-party transfers of money or securities, other than transfers in relation to Found Money, between your Portfolio Account and individuals other than you or between your Portfolio Account and any entities.

B3.2 No Investment Advice or Recommendation by Carrying Broker

You acknowledge that Acorns provides and is solely responsible for all investment advice and investment advisory services given in connection with the Program, including the identification of your Suggested Portfolio. You agree that, notwithstanding anything to the contrary in any of the Agreements, the Carrying Broker does not provide and is not responsible for any such advice or services in connection with the Program and does not recommend securities or transactions in connection with the Program.

B3.3 No Advertising or Marketing by Carrying Broker

The Carrying Broker acknowledges that it is responsible for content on the Carrying Broker Website. You acknowledge that Acorns produces and is solely responsible for, and that the Carrying Broker does not produce and shall not be responsible for, all materials marketing or promoting the Program, including content on the Acorns Website.

B3.4 No Voting of ETF Shares

The Carrying Broker agrees that it shall have no right under the Program to vote, and shall not vote, any ETF Shares in your Portfolio Account. You agree that voting the ETF Shares in your Portfolio Account is your responsibility.

B4. Statements and Confirmations

You agree that you are responsible for reviewing all statements and confirmations for your Portfolio Account. Statements and confirmations shall be considered accurate unless you notify Acorns or the Carrying Broker in writing no later than ten Business Days after receipt of the applicable statement or confirmation that the information is inaccurate. Inquiries concerning the balance and positions in your Portfolio Account should be directed to support@acorns.com.

B5. In-Kind Withdrawals

You acknowledge and agree that the Carrying Broker will charge an additional fee, separate from the Subscription Fee or any other fee charged in connection with your Portfolio Account, for any in-kind withdrawals of ETF Shares from your Portfolio Account, including any in-kind withdrawals that are part of an account transfer of assets from your Portfolio Account. You further agree that, if you request an in-kind withdrawal of ETF Shares from your Portfolio Account, the Carrying Broker will deliver the nearest whole number of shares to the amount of ETF Shares you request that is less than or equal to such amount. The Carrying Broker will liquidate any fractional ETF Shares that you request to withdraw in-kind and transfer the net liquidation proceeds less any fees due in the account transfer of assets to your Funding Source.

B6. Indebtedness

The ETF Shares and/or other property the Carrying Broker holds for you shall be subject to a lien, a continuing and perfected security interest, and a right of set-off for the discharge of any and all indebtedness or any other obligation you may have to Acorns or the Carrying Broker and are to be held by the Carrying Broker as security for the payment of any liability or indebtedness in your Portfolio Account to the Carrying Broker, Acorns, or any of their affiliates. In connection with enforcing the Carrying Broker’s lien, perfected security interest or right of set-off, the Carrying Broker may, at any time and without giving you prior notice, use, transfer, or liquidate any or all of your ETF Shares and/or other property in your Portfolio Account to satisfy a debt or any other obligation you may have to the Carrying Broker, Acorns, or any of their affiliates. As part of the Carrying Broker’s right of enforcement under this Section B6 of this Brokerage Agreement, the Carrying Broker shall have the sole discretion to determine which ETF Shares are to be liquidated without regard to any tax or other consequences you may face as a result of such liquidation. If you breach any of the Agreements, the Carrying Broker maintains all of the rights and remedies provided in this Brokerage Agreement. You agree to indemnify and hold Acorns, the Carrying Broker, and the Indemnified Persons harmless from and against any losses or expenses incurred in connection with the Carrying Broker’s remedies under this Section B6 of this Brokerage Agreement, including reasonable costs of collection. The Carrying Broker shall, without limiting its other rights under this Section B6 of this Brokerage Agreement, have the right to offset amounts you owe the Carrying Broker, Acorns, or any of their affiliates against any amounts the Carrying Broker, Acorns, or any of their affiliates owes you. You will remain liable for the deficiency. You will pay the reasonable costs and expenses of any debit balance and any unpaid deficiency in your Portfolio Account, including attorney fees incurred by the Carrying Broker, Acorns, or any of their affiliates.

B7. Authority of Acorns

You authorize the Carrying Broker to execute any Orders that Acorns places on your behalf and to act and rely on other instructions that Acorns transmits or provides on your behalf.

B8. Fees

B8.1 Purchases, Sales, and Custody

The Carrying Broker agrees that you shall not be obligated to pay any fee for the Covered Brokerage Services other than the Subscription Fee. You acknowledge that Acorns may share a portion of the Subscription Fee with the Carrying Broker pursuant to an agreement between Acorns and the Carrying Broker. You acknowledge that the Carrying Broker may use its portion of the Subscription Fee to compensate the Clearing Broker for execution, clearance, and settlement services for Purchase and Sales in your Portfolio Account.

B8.2 Additional Fees for Irregular Services

The Carrying Broker will generally charge any fees specified in Section 2 of the Program Agreement for in-kind withdrawals, preparation and delivery of paper confirmations or statements, rejected payments, and, if approved by Acorns in its sole discretion in accordance with the Advisory Agreement, wire transfers. The Carrying Broker reserves the right to waive or reduce, in its sole discretion, any fees for irregular services described in this Section B8.2. You agree that the Carrying Broker may charge reasonable and customary fees for services that are not Covered Brokerage Services, that are not expressly referenced in Section 2 of the Program Agreement, and that the Carrying Broker agrees in its sole discretion to perform on a case-by-case basis.

B8.3 Fee Deduction

You authorize the Carrying Broker to deduct the Subscription Fee you owe under the Agreements from your Portfolio Account in accordance with instructions from Acorns. You authorize the Carrying Broker to pay all or part of such Subscription Fee to Acorns and/or to share all or part of such Subscription Fee with Acorns in accordance with the applicable agreement between Acorns and the Carrying Broker. You authorize the Carrying Broker to deduct any additional fees you owe the Carrying Broker or Acorns under any provision of any of the Agreements. You authorize the Carrying Broker to initiate Sales to liquidate ETF Shares in amounts sufficient to pay any fees you owe under any provision of any of the Agreements.

B9. Customer Support

You acknowledge that you may obtain information, ask questions, and receive support regarding your Portfolio Account and its transactions and holdings by contacting the Carrying Broker at support@acorns.com or, during the hours of 9:00 am to 5:00 pm Pacific Time at (855) 739-2859.

B10. Identity Verification

Important Information About Procedures for Opening a New Account: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions, including broker-dealers like the Carrying Broker to obtain, verify, and record information that identifies each person who opens an account.

B11. Privacy

You acknowledge that you have received a copy of the Privacy Policy. You consent to the Carrying Broker recording your telephone calls and your electronic communications with the Carrying Broker’s representatives and associated persons without further notice.

B12. Securities Investor Protection Corporation

The Carrying Broker is a member of the Securities Investor Protection Corporation (SIPC). SIPC protects client accounts against the loss of securities in the event of the member’s insolvency and liquidation by replacing missing securities and cash up to a maximum of $500,000 per client, including $250,000 for claims for cash. SIPC does not protect you against losses from changes in the market values of your investments. For more information on SIPC coverage, please contact SIPC at www.sipc.org or (202) 371-8300.

B13. Electronic Funds Transfers

B13.1 Your Liability for Unauthorized Transfers

You acknowledge that you could lose the entire value of your Portfolio Account through any unauthorized change of your Funding Source and/or unauthorized electronic funds transfer, including an unauthorized Withdrawal. If you notify Acorns or the Carrying Broker within two Business Days after you learn of an unauthorized electronic funds transfer, you can lose the lesser of $50 or the amount of the unauthorized transfer. If you do not notify Acorns or the Carrying Broker within two Business Days after you learn of an unauthorized electronic funds transfer, and the Carrying Broker can prove that it could have stopped someone from making the unauthorized transfer if you had notified it, then you can lose the lesser of (i) $500 or (ii) the sum of $50 or the amount of the unauthorized transfers that occur within the two Business Days plus the amount of the unauthorized transfers that occur after the two Business Days and before you notify Acorns or the Carrying Broker, provided that the Carrying Broker can establish that these unauthorized transfers would not have occurred had you notified Acorns or the Carrying Broker within the two Business Days. If you do not notify Acorns or the Carrying Broker within 60 days after the Carrying Broker sends you the applicable statement, you may not get back any money you lost after the 60 days if the Carrying Broker can prove that it could have stopped the unauthorized transfer had you notified it in time. The Carrying Broker will extend the notification periods for unauthorized transfers in this Section B13 if there are extenuating circumstances such as extended travel or a hospital stay.

B13.2 Phone Number and Address for Unauthorized Transfer Notification

If you believe that an unauthorized transfer has occurred in your account, please call the Carrying Broker immediately at (855) 739-2859, email support@acorns.com, or write the Carrying Broker at 19900 MacArthur Blvd, Suite 500, Irvine, CA 92612.

B13.3 Business Day Definition

"Business Day" has the meaning assigned in Definitions section of the Program Agreement.

B13.4 Types of Transfers; Limitations

The types of electronic funds transfer generally available in your Portfolio Account are Deposits (including Deposits at Will, Round Up Deposits, and Deposits of Found Money) and Withdrawals.

Deposits to and withdrawals from an account are generally limited to $20,000 per day unless the Carrying Broker determines in its sole discretion to make an exception. You acknowledge and agree that the Carrying Broker shall have the right under Section 8.2 of the Program Agreement to delay, limit, restrict, or refuse, among other things, any deposits or withdrawals in a pattern of deposits and withdrawals if the Carrying Broker believes in good faith that the pattern gives the Carrying Broker reason to suspect suspicious activity.

B13.5 Electronic Funds Transfer Fees

Electronic funds transfers described in Section B13.4 above as generally available in your Portfolio Account are free.

B13.6 Electronic Funds Transfer Documentation

Pursuant to Section B4 of this Brokerage Agreement and subject to 6 of the Program Agreement, you will receive an email with a link to the monthly statement, which will show all activity in your Portfolio Account, including any electronic funds transfer.

B13.7 Stop Payment

If you instruct the Carrying Broker to make regular preauthorized Withdrawals, you can stop such Withdrawals by calling the Carrying Broker at the telephone number shown in Section B13.2 above at least three Business Days before the Withdrawal is scheduled to be made. When you call, please state your name, Portfolio Account number, exact periodic Withdrawal amount, and the scheduled Withdrawal date. Failure to provide correct and complete information may make it impossible for the Carrying Broker or ACH Operator to stop payment of the preauthorized Withdrawal. You agree to indemnify and hold harmless the Carrying Broker from and against any loss incurred by the as a result of its paying a preauthorized Withdrawal if any of the information relied upon in the stop payment order is incorrect or incomplete or as a result of its not paying a preauthorized Withdrawal for which a valid stop payment order is in effect. If you instruct the Carrying Broker to stop a preauthorized Withdrawal at least three Business Days before the Withdrawal is scheduled to be made, and the Carrying Broker does not, the Carrying Broker shall be liable for your losses or damages.

B13.8 Error Resolution

In case of errors or questions about your electronic transfers, telephone the Carrying Broker at (855) 739-2859 or email the Carrying Broker at support@acorns.com as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt.

1. Tell the Carrying Broker your name and Portfolio Account number (if any).

2. Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.

3. Tell the Carrying Broker the dollar amount of the suspected error.

If you tell a representative of the Carrying Broker orally, the Carrying Broker may require that you send Acorns or the Carrying Broker your complaint or question in writing within 10 business days.

The Carrying Broker will determine whether an error occurred within 10 business days after the Carrying Broker hears from you and will correct any error promptly. If the Carrying Broker needs more time, however, it may take up to 45 days to investigate your complaint or question. If the Carrying Broker decides to credit your account, it will do so within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes the Carrying Broker to complete its investigation. If the Carrying Broker asks you to put your complaint or question in writing and does not receive it within 10 business days, the Carrying Broker may not credit your account.

For errors involving new accounts, point-of-sale, or foreign-initiated transactions, the Carrying Broker may take up to 90 days to investigate your complaint or question. For new accounts, the Carrying Broker may take up to 20 business days to credit your account for the amount you think is in error.

The Carrying Broker will tell you the results within three business days after completing our investigation. If the Carrying Broker decides that there was no error, it will send you a written explanation. You may ask for copies of the documents that the Carrying Broker used in its investigation.

B14. Abandoned Accounts

The Carrying Broker shall have the right to report, escheat, and deliver to the state of your address of record for your Portfolio Account in accordance with applicable state law.

B15. Duty

The Carrying Broker acts in a brokerage capacity in relation to the Program and your Portfolio Account and does not enter into a fiduciary relationship with you. A brokerage relationship is not held to the same legal standard as an investment advisory relationship. The Carrying Broker shall (i) deal with you fairly; (ii) process, record, and report transactions in your Portfolio Account with diligence and competence; and (iii) safeguard your nonpublic personal information associated with your Portfolio Account.

B16. Assignment

The Carrying Broker may assign its rights and obligations under this Brokerage Agreement to any subsidiary or affiliate without notice to you or to any other entity with written notice to you. Any rights that the Carrying Broker or the Clearing Broker has under this Brokerage Agreement may be assigned to the other, including the right to collect any debit balance or other obligations owing in your Portfolio Account.

B.17 Dispute Resolution

YOU ACKNOWLEDGE AND AGREE THAT ALL THE AGREEMENTS, INCLUDING THIS BROKERAGE AGREEMENT, ARE GOVERNED BY THE PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 11.3 OF THE PROGRAM AGREEMENT.

ATTACHMENT C TO THE ACORNS PROGRAM AGREEMENT

Acorns Later Account Agreement

By entering into the Program Agreement and choosing to participate in an Acorns Later Account, you agree to enter into this Later Account Agreement with Acorns and the Carrying Broker, which comes into effect when you enter into the Program Agreement and choose to participate in an Acorns Later Account.

The terms and conditions of the Program Agreement, including THE PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 11.3 OF THE PROGRAM AGREEMENT, are incorporated into this Later Account Agreement between Acorns, the Carrying Broker and you.

All capitalized terms herein that are defined in the Program Agreement shall have the meanings assigned in the Program Agreement except to the extent the meaning of those terms is expressly modified herein. If any term or condition of this Later Account Agreement is deemed to conflict with a term or condition of the Program Agreement, this Later Account Agreement shall control with respect to your rights and obligations and those of Acorns and the Carrying Broker.

C1. Important Disclosures for Acorns Later Accounts

Acorns Later Accounts are individual retirement accounts (“IRAs”). Depending on your circumstances, two tax advantages of an IRA are:

More information about IRAs is available in the IRA Disclosure in Attachment F to the Program Agreement, which you acknowledge you have reviewed completely and carefully, and on the Internal Revenue Service website (www.irs.gov).

C1.1 Acorns Later/Traditional Accounts

Acorns Later/Traditional Accounts may be traditional IRAs or simplified employee pension (“SEP”) IRAs. More information about traditional and SEP IRAs, including on the differences among traditional, SEP, and Roth IRAs, is available in Attachment F to the Program Agreement and on the Internal Revenue Service website (www.irs.gov).

C1.2 Acorns Later/Roth Accounts

Acorns Later/Traditional Accounts may be Roth IRAs. More information about Roth IRAs, including on the differences among traditional, SEP, and Roth IRAs, is available in Attachment F to the Program Agreement and on the Internal Revenue Service website (www.irs.gov).

C1.3 Additional Services Covered by Subscription Fee

Notwithstanding anything to the contrary in the Agreements, the services covered by the Subscription Fee shall include for Acorns Later Accounts any fees due to be paid or expenses due to be reimbursed to the IRA Custodian and Administrator in connection with the accounts except for any rollover fee that you may be required to pay under the Later/Traditional Custodial Agreement or the Later/Roth Custodial Agreement, whichever applies, in connection with a manual rollover of an IRA account held by another trustee or custodian into an Acorns Later Account, which fee you may be required to pay in addition to the Subscription Fee if you request such a manual rollover.

C2. Advisory Agreement

C2.1 Incorporated Sections

The following sections of the Advisory Agreement between Acorns and you shall apply with respect to Acorns Later Accounts and shall be deemed incorporated into this Later Account Agreement:

C2.2 Select Differences from Advisory Services for Acorns Core Accounts

You acknowledge and agree that, among other differences between Acorns Core Accounts and Acorns Later Accounts, the following arrangements described in the Advisory Agreement do not apply to Acorns Later Accounts: Round Ups, Linked Cards, Found Money, and Reward Shares. Acorns may, in its sole discretion, decide to make Round Ups from Linked Cards available for Acorns Later Accounts in the future.

C3. Brokerage Agreement

C3.1 Incorporated Sections

The following sections of the Brokerage Agreement between the Carrying Broker and you shall apply with respect to Acorns Later Accounts and shall be deemed incorporated into this Later Account Agreement:

C3.2 Select Differences from Brokerage Services for Acorns Core Accounts

Notwithstanding anything to the contrary, the Carrying Broker’s activities with respect to Acorns Later accounts are limited to solely performing administrative services on behalf of the IRA Custodian and Administrator pursuant to the applicable agreement(s) between the IRA Custodian and Administrator and the Carrying Broker.

Notwithstanding anything to the contrary in any of the Agreements, the definition of “Covered Brokerage Services” in the Program Agreement shall not apply with respect to Acorns Later Accounts. With respect to Acorns Later Account(s), “Covered Brokerage Services” instead means the following services provided by the Carrying Broker pursuant to the Brokerage Agreement and this Later Account Agreement: (i) the routing of Orders to the Clearing Broker as an agent of the IRA Custodian and Administrator; (ii) the execution, clearance, and settlement of Purchases and Sales by the Clearing Broker pursuant to the Clearing Agreement as clearing agent for the Carrying Broker and subagent for the IRA Custodian and Administrator; (iii) the coordination on behalf of the IRA Custodian and Administrator and pursuant to the Clearing Agreement of safekeeping and control services provided by and/or through the Clearing Broker for ETF Shares; and (iv) to the extent expressly provided in any applicable agreement(s) between the Carrying Broker and the IRA Custodian and Administrator, certain administrative services for the IRA Custodian and Administrator relating to the maintenance of and accounting, record keeping and reporting.

C4. IRA Custodian and Administrator

C4.1 Roles, Rights and Duties

You appoint the IRA Custodian and Administrator to serve as custodian and administrator of any Acorns Later Account in which you participate.

You acknowledge and agree that, notwithstanding anything to the contrary in any of the Agreements, the IRA Custodian and Administrator is the legal holder any Acorns Later Account on your behalf, as provided in the terms and conditions of the Later/Traditional Custodial Agreement or the Later/Roth Custodial Agreement, whichever applies.

By agreeing to the Program Agreement, you acknowledge you will be bound, and represent and warrant to Acorns and the Carrying Broker that you will abide by, the terms and conditions of the Later/Traditional Custodial Agreement or the Later/Roth Custodial Agreement, whichever applies. If there is any conflict or discrepancy between Later/Traditional Custodial Agreement or the Later/Roth Custodial Agreement, whichever applies, and any of the other Agreements, the Later/Traditional Custodial Agreement or the Later/Roth Custodial Agreement, whichever applies, shall govern with respect to Acorns Later Accounts, subject to the following sentence and Section C.4.2, which shall govern to the extent either conflicts with the Later/Traditional Custodial Agreement or the Later/Roth Custodial Agreement. You acknowledge and agree that, notwithstanding anything to the contrary, Acorns, the Carrying Broker and the parent company, affiliates, officers, directors and employees of Acorns and the Carrying Broker shall have no duty to perform or liability for any failure to perform any obligation of the IRA Custodian and Administrator in the Program or under any of the Agreements except to the limited extent that the IRA Custodian and Administrator has expressly and duly delegated its duties and liabilities to the Carrying Broker pursuant to an applicable agreement between the IRA Custodian and Administrator and the Carrying Broker.

Nothing in the Program Agreement, the Advisory Agreement, the Brokerage Agreement or this Later Account Agreement shall be construed as limiting in any way any of your rights with respect to the obligations of the IRA Custodian and Administrator under the Later/Traditional Custodial Agreement or the Later/Roth Custodial Agreement, whichever applies, or applicable tax or employee benefits laws or regulations.

C4.2 Communications Between Later Account Participants and IRA Custodian and Administrator

You agree to direct all communications between you and the IRA Custodian and Administrator through Acorns and/or the Carrying Broker in accordance with the client support provisions and contact information in the Program Agreement, the Advisory Agreement and the Brokerage Agreement.

C5. Relation to Certain Federal Laws

Notwithstanding anything to the contrary, nothing in the Later Agreements, including Section A1.5 of the Advisory Agreement, shall be construed contrary to the provisions of the federal securities laws, the Internal Revenue Code, as amended, or the Employee Retirement Income Security Act of 1974, as amended.

C6. Dispute Resolution

YOU ACKNOWLEDGE AND AGREE THAT ALL THE AGREEMENTS, INCLUDING THIS ADVISORY AGREEMENT, ARE GOVERNED BY THE PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 11.3 OF THE PROGRAM AGREEMENT.

ATTACHMENT D TO THE ACORNS PROGRAM AGREEMENT

Traditional IRA Custodial Account Agreement

(Under Section 408(A) of the Internal Revenue Code — Form 5305-A (Revised October 2016)

Form 5305-A is a model custodial account agreement that meets the requirements of section 408(a) and has been pre-approved by the IRS. You, the depositor whose name appears in the accompanying application is establishing an Individual Retirement Account (“IRA”) under section 408(a) to provide for your retirement and for the support of your beneficiaries after death. The account must be created in the United States for the exclusive benefit of you, the depositor, or your beneficiaries.

The IRA Custodian and Administrator has given you the disclosure statement required under Regulations section 1.408-6 (attached to the Program Agreement as Attachment F). You and the IRA Custodian and Administrator make the following agreement:

Article I

Except in the case of a rollover contribution described in section 402(c), 403(a)(4), 403(b)(8), 408(d)(3), or 457(e)(16), an employer contribution to a simplified employee pension plan as described in section 408(k), or a recharacterized contribution described in section 408A(d)(6), the IRA Custodian and Administrator will accept only cash contributions up to $3,000 per year for tax years 2002 through 2004. That contribution limit is increased to $4,000 for tax years 2005 through 2007 and $5,000 for 2008 and thereafter. If you have reached the age of 50 before the close of the tax year, the contribution limit is increased to $3,500 per year for tax years 2002 through 2004, $4,500 for 2005, $5,000 for 2006 and 2007, and $6,000 for 2008 and thereafter. For tax years after 2008, the above limits will be increased to reflect a cost-of-living adjustment, if any.

Article II

Your interest in the balance in the custodial account is nonforfeitable.

Article III

1. No part of the custodial 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 section 408(a)(5)).

2. No part of the custodial funds may be invested in collectibles (within the meaning of section 408(m)) except as otherwise permitted by 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 IV

1. Notwithstanding any provision of this agreement to the contrary, the distribution of your interest in the custodial account shall be made in accordance with the following requirements and shall otherwise comply with section 408(a)(6) and the Regulations thereunder, the provisions of which are herein incorporated by reference.

2. Your entire interest in the custodial account must be, or begin to be, distributed not later than your required beginning date, April 1 following the calendar year end in which you reach age 70½. By that date, you may elect, in a manner acceptable to the IRA Custodian and Administrator, to have the balance in the custodial account distributed in:

a. a single sum; or

b. payments over a period not longer than your life or the joint lives of you and your designated beneficiary.

3. If you die before your entire interest is distributed to you, the entire remaining interest will be distributed as follows:

a. if you die on or after the required beginning date and;

i. the designated beneficiary is your surviving spouse, the remaining interest will be distributed over your surviving spouse’s life expectancy as determined each year until such spouse’s death, or over the period in paragraph (a)(3) below if longer. Any interest remaining after the spouse’s death will be distributed over such spouse’s remaining life expectancy as determined in the year of the spouse’s death and reduced by 1 for each subsequent year, or, if distributions are being made over the period in paragraph (a)(3) below, over such period.

ii. the designated beneficiary is not your surviving spouse, the remaining interest will be distributed over the beneficiary’s remaining life expectancy as determined in the year following your death and reduced by 1 for each subsequent year, or over the period in paragraph (a)(3) below if longer.

iii. there is no designated beneficiary, the remaining interest will be distributed over your remaining life expectancy as determined in the year of your death and reduced by 1 for each subsequent year.

b. if you die before the required beginning date, the entire remaining interest will be distributed in accordance with (1) below or, if elected or there is no designated beneficiary, in accordance with (2) below:

i. the remaining interest will be distributed in accordance with paragraphs (a)(1) and (a)(2) above (but not over the period in paragraph (a)(3), even if longer), starting by the end of the calendar year following the year of your death. If, however, your designated beneficiary is your surviving spouse, then this distribution is not required to begin before the end of the calendar year in which you would have reached age 70½. But, in such case, if your surviving spouse dies before distributions are required to begin, then the remaining interest will be distributed in accordance with (a)(2) above (but not over the period in paragraph (a)(3), even if longer), over such spouse’s designated beneficiary’s life expectancy, or in accordance with (2) below if there is no such designated beneficiary.

ii. the remaining interest will be distributed by the end of the calendar year containing the fifth anniversary of your death.

4. If you die before your entire interest has been distributed and if your designated beneficiary is not your surviving spouse, no additional contributions may be accepted in the account.

5. The minimum amount that must be distributed each year, beginning with the year containing your required beginning date, is known as the “required minimum distribution” and is determined as follows:

a. The required minimum distribution under paragraph 4.02(b) for any year, beginning with the year you reach age 70½, is your account value at the close of business on December 31 of the preceding year divided by the distribution period in the uniform lifetime table in Regulations section 1.401(a)(9)-9.

However, if your designated beneficiary is your surviving spouse, the required minimum distribution for a year shall not be more than your account value at the close of business on December 31 of the preceding year divided by the number in the joint and last survivor table in Regulations section 1.401(a) (9)-9. The required minimum distribution for a year under this paragraph (a) is determined using your (or, if applicable, you and your spouse’s) attained age (or ages) in the year.

b. The required minimum distribution under paragraphs 4.03(a) and 4.03(b)(1) for a year, beginning with the year following the year of your death (or the year you would have reached age 70½, if applicable under paragraph 4.03(b)(1)) is the account value at the close of business on December 31 of the preceding year divided by the life expectancy (in the single life table in Regulations section 1.401(a)(9)-9 of the individual specified in such paragraphs 4.03(a) and 4.03(b)(1)).

c. The required minimum distribution for the year you reach age 70½ can be made as late as April 1 of the following year. The required minimum distribution for any other year must be made by the end of such year.

6. If you own two or more traditional IRAs, you may satisfy the minimum distribution requirements described above by taking from one traditional IRA the amount required to satisfy the requirement for another in accordance with Regulations section 408(a)(6).

Article V

1. You agree to provide the IRA Custodian and Administrator with all information necessary to prepare any reports required by section 408(i) and Regulations sections 1.408-5 and 1.408-6.

2. The IRA Custodian and Administrator agrees to submit to the Internal Revenue Service and you the reports prescribed by the IRS.

Article VI

Notwithstanding any other articles which may be added or incorporated, the provisions of Articles I through III and this sentence will be controlling. Any additional articles that are not consistent with section 408(a) and the related Regulations will be invalid.

Article VII

This agreement will be amended as necessary to comply with the provisions of the Code (as defined below) and related Regulations. Other amendments may be made with the consent of the persons whose signatures appear on the application.

Article VIII

1. Definitions: In this part of this Agreement (Article VIII), the words “you” and “your” mean you, the depositor, the words “we,” “us” and “our” mean the IRA Custodian and Administrator (including its subsidiaries, agents and administrator), “Agreement” means this Later/Traditional Custodial Agreement, “Code” means the Internal Revenue Code, and “Regulations” means the Treasury Regulations. The term “Broker” means the broker-dealer/financial representative selected by you to provide investment services to your traditional IRA.

2. Notices and Change of Address: Any required notice regarding this traditional IRA will be considered effective when we mail it to the last address of the intended recipient which we have in our records. Any notice to be given to us will be considered effective when we actually receive it. You must notify us in writing of a change of address.

3. Representations and Responsibilities: You represent and warrant to us that any information you have given or will give us, with respect to this Agreement is accurate. Further, you agree that any directions you give us, or action you take will be proper under this Agreement and that we are entitled to rely upon such information or directions.

We shall have no duty or responsibility to question any of your directions, review any securities or other property held in the traditional IRA, or make any suggestions to you with respect to the investment, retention or disposition of any asset held in the traditional IRA. We are entitled to act upon any instrument, certificate or form we believe is genuine and believe is signed or presented by the proper person or persons and we need not investigate or inquire as to any statement contained in any such document, but may accept it as true and accurate. We will not provide any tax, legal or investment advice.

We shall have no duty to monitor the sufficiency or adequacy of your actions or duties or those of your heirs, successors, agents, or assigns, nor shall we be required to monitor the acts of any paid consultant to whom we may have contractually delegated any duties or responsibilities pursuant to you or your agent’s direction.

We shall not be responsible for losses of any kind that may result from your directions to us or your actions or failures to act and you agree to reimburse us for any loss we may incur as a result of such directions, actions or failures to act. We shall not be responsible for any penalties, taxes, judgments or expenses you incur in connection with the traditional IRA. We have no duty to determine whether your contributions or distributions comply with the Code, Regulations, rulings, or this Agreement.

a. Rollovers and Tax Consequences — You are responsible for determining whether a distribution from another traditional IRA or Qualified Retirement Plan may be rolled over to this traditional IRA. You understand that we do not make any representation or warranty that any rollover contribution will be excludable from income for federal or state income tax purposes.

b. Custodial Account — We shall maintain a custodial account for your benefit. The custodial account will consist of all investments purchased at your direction. All assets in the custodial account will be registered in our name as custodian or in the name of our nominee. We may, by or through a broker, or other such firm, hold any securities in bearer form or deposit them with a central clearing corporation or depository approved by the Securities and Exchange Commission; provided that our records show that all such investments are part of the custodial account.

c. Custodian’s Reservation of Rights — Notwithstanding any other provision of this Article VIII, we reserve the right to refuse to follow any investment direction by you which we determine violates any federal or state Law.

4. Service Fees: We have the right to charge a fee of up to $25 to manually process an incoming transfer or rollover transaction. In addition, we have the right to be reimbursed or reserve funds for all reasonable expenses we incur in connection with the administration of the traditional IRA.

5. Your Investment Powers and Our Custodial Duties/Obligations:

a. Investment of Traditional IRA — Subject to Section 8.05(f), you and/or your authorized agent have sole authority and discretion, fully and completely, to select and to direct the investment of all assets in the traditional IRA. You accept full and sole responsibility for the success or failure of any selection made. We shall have no discretion to direct any investment in the traditional IRA. We will not act as investment advisor or counselor to you and will not advise you or offer any opinion or judgment on any matter pertaining to the nature, value, potential value or suitability of any investment or potential investment of the assets of the traditional IRA, and are merely authorized to acquire and hold the particular investments specified by you. We shall not have any responsibility nor any liability for any loss of income or of capital, nor for any unusual expense which we may incur, relating to any investment, or to the sale or exchange of any asset which you or your authorized agent directs us to make.

After your death, your beneficiary(ies) shall have the right to direct the investment of the traditional IRA assets, subject to the same conditions that applied to you during your lifetime under this Agreement (including, without limitations, Section 8.03 and 8.05). All transactions shall be subject to any and all applicable federal and state laws and regulations and the rules, regulations, customs and usages of any exchange, market or clearing house where the transaction is executed and to our policies and practices.

b. Limitation of Investment Powers — We, as custodian of the traditional IRA assets entrusted to us under the traditional IRA, shall not commingle the traditional IRA with any other property we hold except in a common trust fund or common investment fund. We retain the power to take such actions as are reasonable and necessary to carry out our duties under the traditional IRA. We are under no duty to take any action other than as specified under this Agreement unless you provide us with instructions and agree to indemnify and hold us harmless from any claims arising out of such instructions. Subject to the rules imposed by us, and subject to investment directions given by you or your authorized agent, we are authorized and empowered, but not by way of limitation, with the following powers, rights and duties:

i. to hold or invest any part or all of the traditional IRA in any asset permissible under law as an investment for an individual retirement account;

ii. to manage, sell, contract to sell, grant options to purchase, convey, petition, divide, subdivide, exchange, transfer, abandon, improve, repair, insure, lease for any term even though commencing in the future or extending beyond the term of the traditional IRA, and otherwise deal with all property, real or personal, in such manner for such considerations and on such terms and conditions as are in accordance with the written direction we receive;

iii. to retain in cash so much of the traditional IRA as you or your authorized agent directs;

iv. to transfer all or any part of the traditional IRA funds from one type of savings instrument offered by us to another type of savings instrument offered by us, to the extent permitted by the applicable governmental regulations and our procedures; and

v. to make, execute and deliver as custodian contracts, waivers, releases or other written instruments necessary to exercise the powers enumerated above.

c. Custodian’s Powers — We shall have the power or duty:

i. to hold any securities or other property in the traditional IRA in the name of the custodian or its nominee, or in another form as we may deem best, with or without disclosing the custodial relationship;

ii. to retain any funds or property subject to any dispute without liability for the payment of interest and to decline to make payment or delivery of the funds or property until a court of competent jurisdiction makes final adjudication;

iii. to charge against and pay from the traditional IRA all taxes of any nature levied, assessed, or imposed upon the traditional IRA, and to pay all reasonable expenses and attorney fees which may be necessarily incurred by us with respect to the traditional IRA;

iv. to file any tax or information return required of us, and to pay any tax, interest or penalty associated with any such tax return;

v. to act pursuant to written blanket settlement authorization given by you on transactions executed by your designated agent. We are authorized to honor all trade confirmations received from such agent;

vi. to furnish or cause to be furnished to you an annual calendar year report concerning the status of the traditional IRA, including a statement of the assets of the traditional IRA held at the end of the calendar year;

vii. to begin, maintain or defend any litigation necessary in connection with the administration of the traditional IRA, except that we shall not be obliged or required to do so unless indemnified to our satisfaction, including, without limitation, payment of such expenses out of traditional IRA assets; and

viii. to charge you separately a fee of up to $25 to manually process an incoming transfer or rollover transaction, and deduct the amount of such fee from the assets in the traditional IRA at our discretion. We are also entitled to be reimbursed for any taxes and other expenses we assume or incur on behalf of your account. Our right to compensation and reimbursement from the account shall constitute a first prior lien against your account. We have the right to change our fee upon 30 days’ notice to you. We are authorized to liquidate assets of the traditional IRA for any unpaid fee balance and can, at our discretion, require you to retain uninvested cash in the traditional IRA in an amount not less than one year’s annual fees and termination fees and not more than $1,000. The choice of the selling broker and assets to be sold shall be at our sole discretion. Should fees or expenses not be collected, we shall have the option to cease performing any functions, including, but not limited to, processing investment transactions until such time as all fees and expenses charged against the account are fully paid.

The IRA Custodian and Administrator may receive compensation from a depository bank for necessary administrative services as part of the establishment of and maintenance of the custodial cash account including, but not limited to sub-accounting services, depository institution selection, record-keeping and transaction processing. This compensation may be paid separately by the depository institution or be deducted from the interest earned on the account. However, you will receive a rate of interest that shall be set by the IRA Custodian and Administrator’s board of directors at least annually consistent with rates being offered by one or more depository institutions for similar accounts. The IRA Custodian and Administrator, at its discretion, may place deposits with one or more depository banks. All of these depository bank accounts will be FDIC insured up to the maximum allowed by law.

In addition, the IRA Custodian and Administrator may receive commissions, 12(b)1 fees, sub-transfer agent fees, marketing fees and other types of compensation from various entities relating to investments held in the traditional IRA.

d. Publicly-Traded Securities — If publicly-traded securities are to be included in the specified investments, orders shall be executed through a securities broker/dealer registered under the Securities Exchange Act of 1934 designated by ISTC. Any brokerage account maintained in connection herewith shall be in our name as the custodian of your account. We shall be authorized to honor transactions within the brokerage account without obligation to verify prior authorization of same by you. Any cash received by the brokerage account, whether as income or proceeds of transactions, may be held by the brokerage account pending directions, and we shall have no obligation to direct the broker to remit such cash until directed to do so by you, but may receive remittances without direction if the same are made by the broker. Investments outside the brokerage account shall be made in accordance with the other provisions of this Article.

e. Investment directions may be given by Acorns Advisers directly to your designated broker (in such manner as the broker may require) and the broker shall be responsible for the execution of such orders.

f. Delegation of Investment Responsibility — You have delegated investment responsibility for the traditional IRA to Acorns Advisers. Acorns Advisers shall be your authorized agent, and not ours. We shall construe any and all investment directions given by Acorns Advisers, whether written or oral, as having been authorized by you. We shall follow the proper written direction of Acorns Advisers and we shall be under no duty to review or question, nor shall we be responsible for, any of that party’s directions, actions or failures to act. Acorns Advisers’s instructions to us shall be deemed to be instructions by you for all purposes of this Article VIII.

g. Broker — Acorns Advisers as authorized agent has been delegated authority to appoint Acorns Securities as Broker. Acorns Advisers has the sole responsibility for determining whether the Broker is qualified to act in that capacity. We shall assume that the Broker appointed is at all times qualified to act. We shall further assume that the Broker possesses the authority to act in that capacity until such time as another Broker has been appointed.

The Broker will be responsible for the execution of securities orders. The Broker may require that you sign an agreement which sets forth, among other things, its responsibilities and your responsibilities regarding securities transactions for the traditional IRA.

h. Authorization — On a form or in a format acceptable to us, you may authorize us to accept written, verbal, fax, e-mail and other means of communication for investment directions from you or your designated representative. You agree that we are not responsible for verifying the propriety of any investment direction and that we are not responsible for unauthorized trades in your account that may be affected under this Section.

i. Valuation of Assets — We shall value assets of the account on a periodic basis utilizing various outside sources. However, we do not guarantee the accuracy of such prices obtained from quotation services, independent appraisal services, investment sponsors, or parties related thereto or other outside sources. Values for brokerage accounts shall be equal to the total equity value of the account and shall reflect only those assets that are priced by the brokerage firm. Individual assets held within your brokerage account may not be listed individually on our statements. Such information can be obtained directly from your brokerage statement.

We shall have no duty or responsibility to value illiquid assets such as promissory notes, real estate, privately held stocks, etc. These assets will be valued at cost (original purchase price) unless you provide us with documentation, in a form and from a source acceptable to us, which provides an alternative value. With respect to limited partnerships and limited liability companies, we may solicit a value directly from the investment sponsor or other outside source. If the investment sponsor is unwilling or unable to provide a fair market value, then we may list the value of the asset at its original cost or as “not available”.

Assets which have no readily determinable market value, are bankrupt, or for which no original cost or value is otherwise available may have their value reflected as “not available” on our statements. Should we be required to provide such information for illiquid assets we may obtain suitable and independent advisors. The costs of the independent valuation shall be at the expense of the traditional IRA.

j. Unrelated Business Taxable Income — Certain investments may generate taxable income within the traditional IRA account. This is referred to as Unrelated Business Taxable Income (UBTI). Such income must be considered in conjunction with all such income from all the traditional IRA accounts and may be taxable to your account(s) to the extent that all UBTI for a given taxable year exceeds the threshold amount set by the IRS (currently $1000). In such instances, the IRS requires that a Form 990-T be filed for the traditional IRA account along with the appropriate amount of tax. We do not monitor the amount of UBTI in the traditional IRA account with us and do not prepare Form 990-T. Therefore, you must monitor UBTI for this and any other traditional IRA account which you may hold and prepare, or have prepared, the proper 990-T tax form and forward it to us for filing, along with authorization to pay any tax due from the traditional IRA account.

k. Life Insurance and Collectible — You may not direct the purchase of a life insurance contract or a “collectible” as defined in Code Section 4011(m).

6. Beneficiary(ies): If you die before you receive all of the amounts in your traditional IRA, payments from your traditional IRA will be made to your beneficiary(ies).

You may designate one or more persons as beneficiary of your traditional IRA. This designation can only be made on a form provided by or acceptable to us, and it will only be effective when it is filed with us during your lifetime or after as provided by law. Unless otherwise specified, each beneficiary designation you file with us will cancel all previous ones. The consent of a beneficiary(ies) shall not be required for you to revoke a beneficiary designation. If you have designated both primary and contingent beneficiaries and no primary beneficiary(ies) survives you, the contingent beneficiary(ies) shall acquire the designated share of your traditional IRA. If you do not designate a beneficiary, or if all of your primary and contingent beneficiary(ies) predecease you, your estate will be the beneficiary.

A spouse beneficiary shall have all rights as granted under the Code or applicable Regulations to treat your IRA as his or her own.

We may allow, if permitted by state law, an original IRA beneficiary(ies) (the beneficiary(ies) who is entitled to receive distribution(s) from an inherited IRA at the time of your death) to name a successor beneficiary(ies) for the inherited IRA. This designation can only be made on a form provided by or acceptable to us, and it will only be effective when it is filed with us during the original IRA beneficiary’s(ies’) lifetime or after as provided by law. Unless otherwise specified, each beneficiary designation form that the original IRA beneficiary(ies) files with us will cancel all previous ones. The consent of a successor beneficiary(ies) shall not be required for the original IRA beneficiary(ies) to revoke a successor beneficiary(ies) designation. If the original IRA beneficiary(ies) does not designate a successor beneficiary(ies), his or her estate will be the successor beneficiary. In no event shall the successor beneficiary(ies) be able to extend the distribution period beyond that required for the original IRA beneficiary.

7. Termination: Either party may terminate this Agreement at any time by giving written notice to the other. We can resign as custodian at any time effective 30 days after we mail written notice of our resignation to you. Upon receipt of that notice, you must make arrangements to transfer the traditional IRA to another financial organization. If you do not complete a transfer of the traditional IRA within 30 days from the date we mail the notice to you, we have the right to transfer the traditional IRA assets to a successor traditional IRA custodian or trustee that we choose in our sole discretion or we may pay the traditional IRA to you in a single sum. We shall not be liable for any actions or failures to act on the part of the successor custodian or trustee nor for tax consequences you may incur that result from the transfer or distribution of the traditional IRA assets pursuant to this section.

If this Agreement is terminated, we may hold back from the traditional IRA a reasonable amount of money which we believe is necessary to cover any one or more of the following:

a. any fees, expenses or taxes chargeable against the traditional IRA;

b. any penalties associated with the early withdrawal of any savings instrument or other investment in the traditional IRA.

If our organization is merged with another organization (or comes under the control of any federal or state agency) or if our entire organization (or any portion which includes the traditional IRA) is bought by another organization, that organization (or agency) shall automatically become the trustee or custodian of the traditional IRA, but only if it is the type of organization authorized to serve as a traditional IRA trustee or custodian.

If we are required to comply with Section 1.408-2(e) of the Regulations and we fail to do so, or we are not keeping the records, making the returns or sending the statements as are required by forms or Regulations, the IRS may, after notifying you, require that a substitute trustee or custodian be appointed.

8. Amendments: We have the right to amend this Agreement at any time and charge a fee for IRS mandated amendments. Any amendment we make to comply with the Code and related Regulations does not require your consent. You will be deemed to have consented to any other amendment unless, within 30 days from the date we mail the amendment, you notify us in writing that you do not consent.

9. Withdrawals: All requests for withdrawal shall be in writing on a form provided by or acceptable to us. The method of distribution must be specified in writing. The tax identification number of the recipient must be provided to us before we are obligated to make a distribution.

10. Required Minimum Distributions: You may make an election to begin receiving payments from your IRA in a manner that satisfies the required minimum distribution rules no later than April 1st of the year following the year you reach age 70½ (this is called the “required beginning date”). If you fail to make such an election by your required beginning date, we can, at our complete and sole discretion, do any one of the following:

a. make no payment until you give us a proper payment request;

b. pay your entire IRA to you in a single sum payment or distribution in kind; or

c. calculate your required minimum distribution each year for your IRA based on an IRS approved method and pay those distributions to you until you direct otherwise. We will not be liable for any penalties or taxes related to your failure to take a distribution.

11. Transfers from Other Plans: We can receive amounts transferred to the traditional IRA from the custodian or trustee of another traditional IRA. We reserve the right not to accept any transfer or rollover.

12. Liquidation of Assets: We have the right to liquidate assets in the traditional IRA if necessary to make distributions or to pay fees, expenses or taxes properly chargeable against the traditional IRA. If you fail to direct us as to which assets to liquidate, we will decide in our complete and sole discretion and you agree not to hold us liable for any adverse consequences that result from our decision.

Restrictions on the Fund: Neither you nor any beneficiary may sell, transfer or pledge any interest in the traditional IRA in any manner whatsoever, except as provided by law or this Agreement. The assets in the traditional IRA shall not be responsible for the debts, contracts or torts of any person entitled to distributions under this Agreement.

13. What Law Applies: 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, the law of the state of South Dakota shall govern.

If any part of this Agreement is determined by a court of competent jurisdiction to be invalid, the remaining parts shall not be affected. Neither your nor our failure to enforce at any time or for any period of time any of the provisions of this Agreement shall be construed as a waiver of such provisions, or the parties’ right thereafter to enforce each and every such provision. These rights and liabilities are continuous, covering individually and collectively, all accounts you may open with us or our agent for the same traditional IRA, and inure to the benefit of us, our successors or assigns and are binding on you and your heirs, successors or assigns.

14. Indemnity of IRA Custodian and Administrator: To the extent not prohibited by federal or state law, you agree to indemnify, defend and hold the IRA Custodian and Administrator, its subsidiaries and administrator (including their officers, agents and employees) harmless against and from any and all claims, demands, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses), arising in connection with this agreement, with respect to (A) any negligence or alleged negligence, whether passive or active, by the IRA Custodian and Administrator, its subsidiaries and administrator (including its officers, agents and employees), (B) any breach or alleged breach, whether passive or active, by the IRA Custodian and Administrator, its subsidiaries and administrator (including their officers, agents and employees) of any responsibilities under this Agreement, or (C) any breach or alleged breach, whether passive or active, by a third party of responsibilities under this Agreement. You further agree to pay for the defense of the IRA Custodian and Administrator, its subsidiaries and administrator, (including their officers, agents and employees) by independent counsel of the IRA Custodian and Administrator’s choice against any such claims, demands, liabilities or costs referred to in the preceding sentence.

You agree to indemnify, defend and hold the IRA Custodian and Administrator, its subsidiaries and administrator (including their officers, agents and employees) harmless against and from any and all payments or assessments which may result from holding any publicly-traded security or alternative investment within the traditional IRA account, and further agree that the IRA Custodian and Administrator, its subsidiaries and administrator (including their officers, agents and employees) shall be under no obligation whatsoever to extend credit or otherwise disburse payment beyond the cash balance of your account for any payment or assessment related to such investment(s).

15. Adverse Claims: If we receive any claim to the assets held in the traditional IRA which is adverse to your interest or the interest of your beneficiary, and we in our absolute discretion decide that the claim is, or may be, meritorious, we may withhold distribution until the claim is resolved or until instructed by a court of competent jurisdiction. As an alternative, we may deposit all or any portion of the assets in the traditional IRA into the court through a motion of interpleader. Deposit with the court shall relieve us of any further obligation with respect to the assets deposited. We have the right to be reimbursed from the funds deposited for our legal fees and costs incurred.

16. Fund Not Guaranteed: We do not guarantee the fund (the traditional IRA account) from loss or depreciation. Our liability to make payment to you at any time and all times is limited to the available assets of the fund.

17. Arbitration Claims: Any controversy arising out of or relating to this Agreement or the breach thereof, or to the traditional IRA or any transactions authorized by you and/ or your agent, shall be determined by binding arbitration through the Financial Industry Regulatory Authority (“FIRNA”) as described in section 11.3 of the Program Agreement. The parties are waiving their right to seek remedies in court, including the right to jury trial. The pre-arbitration discovery is generally more limited than and different from court proceedings.

18. Attorneys’ Fees:

a. If either party to this Agreement commences any legal action, suit, counterclaim, appeal, arbitration, or other proceeding (an “Action”) against the other party to this Agreement to enforce or interpret any of the terms of this Agreement, because of an alleged breach, default, or misrepresentation in connection with any of the terms of this Agreement, or because of a claim arising out of the terms of this Agreement, the losing or defaulting party shall pay to the prevailing party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such Action.

b. If the prevailing party shall obtain a judgment in its favor arising out of any Action against the other party to this Agreement, the party against whom such judgment is rendered shall pay to the prevailing party the attorneys’ fees incurred by the prevailing party in the collection or enforcement of such judgment. The provisions of this paragraph (b) shall be severable from the other provisions of this Agreement, shall survive any judgment, and shall not be deemed merged into such judgment.

ATTACHMENT E TO THE ACORNS PROGRAM AGREEMENT

Roth IRA Custodial Account Agreement

(Under Section 408A of the Internal Revenue Code — Form 5305-RA (Revised October 2016)

Form 5305-RA is a model custodial account agreement that meets the requirements of section 408A and has been pre-approved by the IRS. You, the depositor whose name appears in the accompanying application is establishing a Roth Individual Retirement Account (“Roth IRA”) under section 408A to provide for your retirement and for the support of your beneficiaries after death. The account must be created in the United States for the exclusive benefit of you, the depositor, or your beneficiaries.

The IRA Custodian and Administrator has given you the disclosure statement required under Regulations section 1.408-6 (attached to the Program Agreement as Attachment F). You and the IRA Custodian and Administrator make the following agreement:

Article I

Except in the case of a rollover contribution described in section 408A(e), a recharacterized contribution described in section 408A(d)(6), or an IRA Conversion Contribution, the IRA Custodian and Administrator will accept only cash contributions up to $3,000 per year for tax years 2002 through 2004. That contribution limit is increased to $4,000 for tax years 2005 through 2007 and $5,000 for 2008 and thereafter. If you have reached the age of 50 before the close of the tax year, the contribution limit is increased to $3,500 per year for tax years 2002 through 2004, $4,500 for 2005, $5,000 for 2006 and 2007, and $6,000 for 2008 and thereafter. For tax years after 2008, the above limits will be increased to reflect a cost-of-living adjustment, if any.

Article II

1. The annual contribution limit described in Article I is gradually reduced to $0 for higher income levels. For a single depositor, the annual contribution is phased out between adjusted gross income (AGI) of $120,000 and $135,000; for a married depositor filing jointly, between AGI of $189,000 and $199,000; and for a married depositor filing separately, between $0 and $10,000. In the case of a conversion, the IRA Custodian and Administrator will not accept IRA Conversion Contributions in a tax year if the depositor’s AGI for the tax year the funds were distributed from the other IRA exceeds $100,000 or if the depositor is married and files a separate return. Adjusted gross income is defined in section 408A(c)(3) and does not include IRA Conversion Contributions.

2. In the case of a joint return, the AGI limits in the preceding paragraph apply to the combined AGI of you and your spouse.

Article III

Your interest in the balance in the custodial account is nonforfeitable.

Article IV

1. No part of the custodial 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 section 408(a)(5)).

2. No part of the custodial funds may be invested in collectibles (within the meaning of section 408(m)) except as otherwise permitted by 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

1. If you die before your entire interest is distributed to you and your surviving spouse is not the designated beneficiary, the entire remaining interest will be distributed in accordance with (a) below or, if elected or there is no designated beneficiary, in accordance with (b) below:

a. the remaining interest will be distributed, starting by end of the calendar year following the year of your death, over your designated beneficiary’s remaining life expectancy as determined in the year following your death;

b. the remaining interest will be distributed by the end of the calendar year containing the fifth anniversary of your death.

2. The minimum amount that must be distributed each year under paragraph 1(a) above is the account value at the close of business on December 31 of the preceding year divided by the life expectancy (in the single life table in Regulations section 1.401(a)(9)-9) of your designated beneficiary using the attained age of the beneficiary in the year following the year of your death and subtracting 1 from the divisor for each subsequent year.

3. If your surviving spouse is the designated beneficiary, such spouse will then be treated as the depositor.

Article VI

1. You agree to provide the IRA Custodian and Administrator with all information necessary to prepare any reports required under sections 408(i) and 408A(d)(3)(E), Regulations sections 1.408-5 and 1.408-6, and under guidance published by the Internal Revenue Service (IRS).

2. The IRA Custodian and Administrator agrees to submit to the IRS and you the reports prescribed by the IRS.

Article VII

Notwithstanding any other articles which may be added or incorporated, the provisions of Articles 1 through IV and this sentence will be controlling. Any additional articles inconsistent with section 408A, the related Regulations, and other published guidance will be invalid.

Article VIII

This agreement will be amended from time to time to comply with the provisions of the Code, related Regulations, and other published guidance. Other amendments may be made with the consent of you and the IRA Custodian and Administrator.

Article IX

1. Definitions: In this part of this Agreement (Article IX), the words “you” and “your” mean you, the depositor, the words “we,” “us” and “our” mean the IRA Custodian and Administrator (including its subsidiaries, and/or agents), “Agreement” means this Later/Roth Custodial Agreement, “Code” means the Internal Revenue Code, and “Regulations” means the Treasury Regulations. The term “Broker” means the broker-dealer/financial representative selected by you to provide investment services to your Roth IRA.

2. Notices and Change of Address: Any required notice regarding this Roth IRA will be considered effective when we mail it to the last address of the intended recipient which we have in our records. Any notice to be given to us will be considered effective when we actually receive it. You must notify us in writing of a change of address.

3. Representations and Responsibilities: You represent and warrant to us that any information you have given or will give us, with respect to this Agreement is accurate. Further, you agree that any directions you give us, or action you take will be proper under this Agreement and that we are entitled to rely upon such information or directions.

We shall have no duty or responsibility to question any of your directions, review any securities or other property held in the Roth IRA, or make any suggestions to you with respect to the investment, retention or disposition of any asset held in the Roth IRA. We are entitled to act upon any instrument, certificate or form we believe is genuine and believe is signed or presented by the proper person or persons and we need not investigate or inquire as to any statement contained in any such document, but may accept it as true and accurate. We will not provide any tax, legal or investment advice.

We shall have no duty to monitor the sufficiency or adequacy of your actions or duties or those of your heirs, successors, agents, or assigns, nor shall we be required to monitor the acts of any paid consultant to whom we may have contractually delegated any duties or responsibilities pursuant to you or your agent’s direction.

We shall not be responsible for losses of any kind that may result from your directions to us or your actions or failures to act and you agree to reimburse us for any loss we may incur as a result of such directions, actions or failures to act. We shall not be responsible for any penalties, taxes, judgments or expenses you incur in connection with the Roth IRA. We have no duty to determine whether your contributions or distributions comply with the Code, Regulations, rulings or this Agreement.

a. Rollovers and Tax Consequences — You are responsible for determining whether a distribution from another Roth IRA may be rolled over to this Roth IRA. You understand that we do not make any representation or warranty that all or any portion of the earnings in your Roth IRA will be exempt from income taxation under federal or state law, or that any rollover contribution will be excludable from income for federal or state income tax purposes.

b. Custodial Account — We shall maintain a custodial account for your benefit. The custodial account will consist of all investments purchased at your direction. All assets in the custodial account will be registered in our name as custodian or in the name of our nominee. We may, by or through a broker, or other such firm, hold any securities in bearer form or deposit them with a central clearing corporation or depository approved by the Securities and Exchange Commission; provided that our records show that all such investments are part of the custodial account.

c. Custodian’s Reservation of Rights — Notwithstanding any other provision of this Article IX, we reserve the right to refuse to follow any investment direction by you which we determine violates any federal or state law.

4. Service Fees: We have the right to charge a fee of up to $25 to manually process an incoming transfer or rollover transaction. In addition, we have the right to be reimbursed or reserve funds for all reasonable expenses we incur in connection with the administration of the Roth IRA.

5. Your Investment Powers and Our Custodial Duties/Obligations:

a. Investment of Roth IRA — Subject to Section 9.05(f), you and/or your authorized agent have sole authority and discretion, fully and completely, to select and to direct the investment of all assets in the Roth IRA. You accept full and sole responsibility for the success or failure of any selection made. We shall have no discretion to direct any investment in the Roth IRA. We will not act as investment advisor or counselor to you and will not advise you or offer any opinion or judgment on any matter pertaining to the nature, value, potential value or suitability of any investment or potential investment of the assets of the Roth IRA and are merely authorized to acquire and hold the particular investments specified by you. We shall not have any responsibility nor any liability for any loss of income or of capital, nor for any unusual expense which we may incur, relating to any investment, or to the sale or exchange of any asset which you or your authorized agent directs us to make.

After your death, your beneficiary(ies) shall have the right to direct the investment of the Roth IRA assets, subject to the same conditions that applied to you during your lifetime under this Agreement (including, without limitations, Section 9.03 and 9.05). All transactions shall be subject to any and all applicable federal and state laws and regulations and the rules, regulations, customs and usages of any exchange, market or clearing house where the transaction is executed and to our policies and practices.

b. Limitation of Investment Powers — We, as custodian of the Roth IRA assets entrusted to us under the Roth IRA, shall not commingle the Roth IRA with any other property we hold except in a common trust fund or common investment fund. We retain the power to take such actions as are reasonable and necessary to carry out our duties under the Roth IRA. We are under no duty to take any action other than as specified under this Agreement unless you provide us with instructions and agree to indemnify and hold us harmless from any claims arising out of such instructions. Subject to the rules imposed by us, and subject to investment directions given by you or your authorized agent, we are authorized and empowered, but not by way of limitation, with the following powers, rights and duties:

i. to hold or invest any part or all of the Roth IRA in any asset permissible under law as an investment for an individual retirement account;

ii. to manage, sell, contract to sell, grant options to purchase, convey, petition, divide, subdivide, exchange, transfer, abandon, improve, repair, insure, lease for any term even though commencing in the future or extending beyond the term of the Roth IRA, and otherwise deal with all property, real or personal, in such manner for such considerations and on such terms and conditions as are in accordance with the written direction we receive;

iii. to retain in cash so much of the Roth IRA as you or your authorized agent directs;

iv. to transfer all or any part of the Roth IRA funds from one type of savings instrument offered by us to another type of savings instrument offered by us, to the extent permitted by the applicable governmental regulations and our procedures; and

v. to make, execute and deliver as custodian contracts, waivers, releases or other written instruments necessary to exercise the powers enumerated above.

c. Custodian’s Powers — We shall have the power or duty:

i. to hold any securities or other property in the Roth IRA in the name of the IRA Custodian and Administrator or its nominee, or in another form as we may deem best, with or without disclosing the custodial relationship;

ii. to retain any funds or property subject to any dispute without liability for the payment of interest and to decline to make payment or delivery of the funds or property until a court of competent jurisdiction makes final adjudication;

iii. to charge against and pay from the Roth IRA all taxes of any nature levied, assessed, or imposed upon the Roth IRA, and to pay all reasonable expenses and attorney fees which may be necessarily incurred by us with respect to the Roth IRA;

iv. to file any tax or information return required of us, and to pay any tax, interest or penalty associated with any such tax return;

v. to act pursuant to written blanket settlement authorization given by you on transactions executed by your designated agent. We are authorized to honor all trade confirmations received from such agent;

vi. to furnish or cause to be furnished to you an annual calendar year report concerning the status of the Roth IRA, including a statement of the assets of the Roth IRA held at the end of the calendar year;

vii. to begin, maintain or defend any litigation necessary in connection with the administration of the Roth IRA, except that we shall not be obliged or required to do so unless indemnified to our satisfaction, including, without limitation, payment of such expenses out of Roth IRA assets; and

viii. to charge you separately a fee of up to $25 to manually process an incoming transfer or rollover transaction, and deduct the amount of such fee from the assets in the Roth IRA at our discretion. We are also entitled to be reimbursed for any taxes and other expenses we assume or incur on behalf of your account. Our right to compensation and reimbursement from the account shall constitute a first prior lien against your account. We have the right to change our fee upon 30 days’ notice to you. We are authorized to liquidate assets of the Roth IRA for any unpaid fee balance and can, at our discretion, require you to retain uninvested cash in the Roth IRA in an amount not less than one year’s annual fees plus termination fees and not more than $1,000. The choice of the selling broker and assets to be sold shall be at our sole discretion. Should fees or expenses not be collected, we shall have the option to cease performing any functions, including, but not limited to, processing investment transactions until such time as all fees and expenses charged against the account are fully paid.

The IRA Custodian and Administrator may receive compensation from a depository bank for necessary administrative services as part of the establishment of and maintenance of the custodial cash account including, but not limited to sub-accounting services, depository institution selection, record-keeping and transaction processing. This compensation may be paid separately by the depository institution or be deducted from the interest earned on the account. However, the Depositor will receive a rate of interest that shall be set by the IRA Custodian and Administrator’s board of directors at least annually consistent with rates being offered by one or more depository institutions for similar accounts. The IRA Custodian and Administrator, at its discretion, may place deposits with one or more depository banks. All of these depository bank accounts will be FDIC insured up to the maximum allowed by law.

In addition, the IRA Custodian and Administrator may receive commissions, 12(b)1 fees, sub-transfer agent fees, marketing fees and other types of compensation from various entities relating to investments held in the traditional IRA.

d. Publicly-Traded Securities — If publicly-traded securities are to be included in the specified investments, orders shall be executed through a securities broker/dealer registered under the Securities Exchange Act of 1934 designated by ISTC. Any brokerage account maintained in connection herewith shall be in our name as the custodian of your account. We shall be authorized to honor transactions within the brokerage account without obligation to verify prior authorization of same by you. Any cash received by the brokerage account, whether as income or proceeds of transactions, may be held by the brokerage account pending directions, and we shall have no obligation to direct the broker to remit such cash until directed to do so by you, but may receive remittances without direction if the same are made by the broker. Investments outside the brokerage account shall be made in accordance with the other provisions of this Article.

e. Investment directions may be given by Acorns Advisers directly to your designated broker (in such manner as the broker may require) and the broker shall be responsible for the execution of such orders. Delegation of Investment Responsibility— You have delegated investment responsibility for the Roth IRA to Acorns Advisers. Acorns Advisers shall be your authorized agent, and not ours. We shall construe any and all investment directions given by such person, whether written or oral, as having been authorized by you. We shall follow the proper written direction of Acorns Advisers and we shall be under no duty to review or question, nor shall we be responsible for, any of that party’s directions, actions or failures to act. Acorns Advisers’s instructions to us shall be deemed to be instructions by you for all purposes of this Article IX.

f. Broker — Acorns Advisers as authorized agent has been delegated authority to appoint Acorns Securities as Broker. Acorns Advisers has the sole responsibility for determining whether the Broker is qualified to act in that capacity. We shall assume that the Broker appointed is at all times qualified to act. We shall further assume that the Broker possesses the authority to act in that capacity until such time as another Broker has been appointed.

The Broker will be responsible for the execution of securities orders. The Broker may require that you sign an agreement which sets forth, among other things, its responsibilities and your responsibilities regarding securities transactions for the Roth IRA.

g. Authorization — On a form or in a format acceptable to us, you may authorize us to accept written, verbal, fax, e-mail and other means of communication for investment directions from you or your designated representative. You agree that we are not responsible for verifying the propriety of any investment direction and that we are not responsible for unauthorized trades in your account that may be affected under this Section.

h. Valuation of Assets — We shall value assets of the account on a periodic basis utilizing various outside sources. However, we do not guarantee the accuracy of such prices obtained from quotation services, independent appraisal services, investment sponsors, or parties related thereto or other outside sources. Values for brokerage accounts shall be equal to the total equity value of the account and shall reflect only those assets that are priced by the brokerage firm. Individual assets held within your brokerage account may not be listed individually on our statements. Such information can be obtained directly from your brokerage statement.

We shall have no duty or responsibility to value illiquid assets such as promissory notes, real estate, privately held stocks, etc. These assets will be valued at cost (original purchase price) unless you provide us with documentation, in a form and from a source acceptable to us, which provides an alternative value. With respect to limited partnerships and limited liability companies, we may solicit a value directly from the investment sponsor or other outside source. If the investment sponsor is unwilling or unable to provide a fair market value, then we may list the value of the asset at its original cost or as “not available”.

Assets which have no readily determinable market value, are bankrupt, or for which no original cost or value is otherwise available may have their value reflected as “not available” on our statements. Should we be required to provide such information for illiquid assets we may obtain suitable and independent advisors. The costs of the independent valuation shall be at the expense of the Roth IRA.

i. Unrelated Business Taxable Income — Certain investments may generate taxable income within the Roth IRA account. This is referred to as Unrelated Business Taxable Income (UBTI). Such income must be considered in conjunction with all such income from all the Roth IRA accounts and may be taxable to your account(s) to the extent that all UBTI for a given taxable year exceeds the threshold amount set by the IRS (currently $1000). In such instances, the IRS requires that a Form 990-T be filed for the Roth IRA account along with the appropriate amount of tax. We do not monitor the amount of UBTI in the Roth IRA account with us and do not prepare Form 990-T. Therefore, you must monitor UBTI for this and any other Roth IRA account which you may hold and prepare, or have prepared, the proper 990-T tax form and forward it to us for filing, along with authorization to pay any tax due from the Roth IRA account.

j. Life Insurance and Collectible — You may not direct the purchase of a life insurance contract or a “collectible” as defined in Code Section 4011(m).

6. Beneficiary(ies): If you die before you receive all of the amounts in your Roth IRA, payments from your Roth IRA will be made to your beneficiary(ies).

You may designate one or more persons as beneficiary of your Roth IRA. This designation can only be made on a form provided by or acceptable to us, and it will only be effective when it is filed with us during your lifetime or after as provided by law. Unless otherwise specified, each beneficiary designation you file with us will cancel all previous ones. The consent of a beneficiary(ies) shall not be required for you to revoke a beneficiary designation. If you have designated both primary and contingent beneficiaries and no primary beneficiary(ies) survives you, the contingent beneficiary(ies) shall acquire the designated share of your Roth IRA. If you do not designate a beneficiary, or if all of your primary and contingent beneficiary(ies) predecease you, your estate will be the beneficiary.

If your surviving spouse is the designated beneficiary, your spouse may elect to treat your Roth IRA as his or her own Roth IRA, and would not be subject to the required minimum distribution rules. Your surviving spouse will also be entitled to such additional beneficiary payment options as are granted under the Code or applicable Regulations.

We may allow, if permitted by state law, an original Roth IRA beneficiary(ies) (the beneficiary(ies) who is entitled to receive distribution(s) from an inherited Roth IRA at the time of your death) to name a successor beneficiary(ies) for the inherited Roth IRA. This designation can only be made on a form provided by or acceptable to us, and it will only be effective when it is filed with us during the original Roth IRA beneficiary’s(ies’) lifetime or after as provided by law. Unless otherwise specified, each beneficiary designation form that the original Roth IRA beneficiary(ies) files with us will cancel all previous ones. The consent of a successor beneficiary(ies) shall not be required for the original Roth IRA beneficiary(ies) to revoke a successor beneficiary(ies) designation. If the original Roth IRA beneficiary(ies) does not designate a successor beneficiary(ies), his or her estate will be the successor beneficiary. In no event shall the successor beneficiary(ies) be able to extend the distribution period beyond that required for the original Roth IRA beneficiary.

7. Termination: Either party may terminate this Agreement at any time by giving written notice to the other. We can resign as custodian at any time effective 30 days after we mail written notice of our resignation to you. Upon receipt of that notice, you must make arrangements to transfer the Roth IRA to another financial organization. If you do not complete a transfer of the Roth IRA within 30 days from the date we mail the notice to you, we have the right to transfer the Roth IRA assets to a successor Roth IRA custodian or trustee that we choose in our sole discretion or we may distribute the Roth IRA to you. We shall not be liable for any actions or failures to act on the part of the successor custodian or trustee nor for tax consequences you may incur that result from the transfer or distribution of the Roth IRA assets pursuant to this section.

If this Agreement is terminated, we may hold back from the Roth IRA a reasonable amount of money that we believe is necessary to cover any one or more of the following:

a. any fees, expenses or taxes chargeable against the Roth IRA;

b. any penalties associated with the early withdrawal of any savings instrument or other investment in the Roth IRA.

If our organization is merged with another organization (or comes under the control of any federal or state agency) or if our entire organization (or any portion which includes the Roth IRA) is bought by another organization, that organization (or agency) shall automatically become the trustee or custodian of the Roth IRA, but only if it is the type of organization authorized to serve as a Roth IRA trustee or custodian.

If we are required to comply with Section 1.408-2(e) of the Regulations and we fail to do so, or we are not keeping the records, making the returns or sending the statements as are required by forms or Regulations, the IRS may, after notifying you, require that a substitute trustee or custodian be appointed.

8. Amendments: We have the right to amend this Agreement at any time and charge a fee for IRS mandated amendments. Any amendment we make to comply with the Code and related Regulations does not require your consent. You will be deemed to have consented to any other amendment unless, within 30 days from the date we mail the amendment, you notify us in writing that you do not consent.

9. Withdrawals: All requests for withdrawal shall be in writing on a form provided by or acceptable to us. The method of distribution must be specified in writing. The tax identification number of the recipient must be provided to us before we are obligated to make a distribution.

Any withdrawals shall be subject to all applicable tax and other laws and regulations including possible early withdrawal penalties and withholding requirements.

You are not required to take a distribution from your Roth IRA at age 70½. At your death, however, your beneficiaries must begin taking distributions in accordance with Article V and section 9.06 of this Agreement. We will make no payouts to you from your Roth IRA until you provide us with a written request for a distribution on a form provided by or approved by us.

10. Transfers from Other Plans: We can receive amounts transferred to the Roth IRA from the custodian or trustee of another Roth IRA. We reserve the right not to accept any transfer or rollover.

11. Liquidation of Assets: We have the right to liquidate assets in the Roth IRA if necessary to make distributions or to pay fees, expenses or taxes properly chargeable against the Roth IRA. If you fail to direct us as to which assets to liquidate, we will decide in our complete and sole discretion and you agree not to hold us liable for any adverse consequences that result from our decision.

12. Restrictions on the Fund: Neither you nor any beneficiary may sell, transfer or pledge any interest in the Roth IRA in any manner whatsoever, except as provided by law or this Agreement. The assets in the Roth IRA shall not be responsible for the debts, contracts or torts of any person entitled to distributions under this Agreement.

13. What Law Applies: 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, the law of the state of South Dakota shall govern.

If any part of this Agreement is determined by a court of competent jurisdiction to be invalid, the remaining parts shall not be affected. Neither your nor our failure to enforce at any time or for any period of time any of the provisions of this Agreement shall be construed as a waiver of such provisions, or your right or our right thereafter to enforce each and every such provision. These rights and liabilities are continuous, covering individually and collectively, all accounts you may open with us or our agent for the same Roth IRA, and inure to the benefit of us, our successors or assigns and are binding on you and your heirs, successors or assigns.

14. Indemnity of IRA Custodian and Administrator: To the extent not prohibited by federal or state law, you agree to indemnify, defend and hold the IRA Custodian and Administrator, its subsidiaries and administrator (including their officers, agents and employees) harmless against and from any and all claims, demands, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses), arising in connection with this agreement, with respect to (A) any negligence or alleged negligence, whether passive or active, by the IRA Custodian and Administrator, its subsidiaries and administrator (including their officers, agents and employees), (B) any breach or alleged breach, whether passive or active, by the IRA Custodian and Administrator, its subsidiaries and administrator (including their officers, agents and employees) of any responsibilities under this Agreement, or (C) any breach or alleged breach, whether passive or active, by a third party of responsibilities under this Agreement. You further agree to pay for the defense of the IRA Custodian and Administrator, its subsidiaries and administrator (including their officers, agents and employees) by independent counsel of the IRA Custodian and Administrator’s choice against any such claims, demands, liabilities or costs referred to in the preceding sentence.

You agree to indemnify, defend and hold the IRA Custodian and Administrator, its subsidiaries and administrator (including their officers, agents and employees) harmless against and from any and all payments or assessments which may result from holding any publicly-traded security or alternative investment within the Roth IRA account, and further agree that the IRA Custodian and Administrator, its subsidiaries and administrator (including their officers, agents and employees) shall be under no obligation whatsoever to extend credit or otherwise disburse payment beyond the cash balance of your account for any payment or assessment related to such investment(s).

15. Adverse Claims: If we receive any claim to the assets held in the Roth IRA which is adverse to your interest or the interest of your beneficiary, and we in our absolute discretion decide that the claim is, or may be, meritorious, we may withhold distribution until the claim is resolved or until instructed by a court of competent jurisdiction. As an alternative, we may deposit all or any portion of the assets in the Roth IRA into the court through a motion of interpleader. Deposit with the court shall relieve us of any further obligation with respect to the assets deposited. We have the right to be reimbursed from the funds deposited for our legal fees and costs incurred.

16. Fund Not Guaranteed: We do not guarantee the fund (the Roth IRA account) from loss or depreciation. Our liability to make payment to you at any time and all times is limited to the available assets of the fund.

17. Arbitration Claims: Any controversy arising out of or relating to this Agreement or the breach thereof, or to the Roth IRA or any transactions authorized by you and/or your agent, shall be determined by binding arbitration through the Financial Industry Regulatory Authority (“FIRNA”) as described in Section 11.3 of the Program Agreement. The parties are waiving their right to seek remedies in court, including the right to jury trial. The pre-arbitration discovery is generally more limited than and different from court proceedings.

18. Attorneys’ Fees:

a. If either party to this Agreement commences any legal action, suit, counterclaim, appeal, arbitration, or other proceeding (an “Action”) against the other party to this Agreement to enforce or interpret any of the terms of this Agreement, because of an alleged breach, default, or misrepresentation in connection with any of the terms of this Agreement, or because of a claim arising out of the terms of this Agreement, the losing or defaulting party shall pay to the prevailing party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such Action.

b. If the prevailing party shall obtain a judgment in its favor arising out of any Action against the other party to this Agreement, the party against whom such judgment is rendered shall pay to the prevailing party the attorneys’ fees incurred by the prevailing party in the collection or enforcement of such judgment. The provisions of this paragraph (b) shall be severable from the other provisions of this Agreement, shall survive any judgment, and shall not be deemed merged into such judgment.

ATTACHMENT F TO THE ACORNS PROGRAM AGREEMENT

Individual Retirement Account Disclosure Statement

IRA Services Trust Company is the Custodian and Administrator for Acorns IRA accounts, (known as Acorns Later Accounts).

The following information is the disclosure statement required by federal tax regulations. You should read this Disclosure Statement and the applicable custodial account agreement (i.e. the Later/Traditional Custodial Agreement or the Later/Roth Custodial Agreement) for the Individual Retirement Arrangements (“IRA”). The rules governing IRAs are subject to change. The contribution limit information is based on federal law as stated in the Internal Revenue Code, and is believed to be accurate. However, eligibility to contribute is dependent on your tax filing status and personal situation. Please consult a competent tax advisor concerning your specific contribution eligibility, and any applicable state laws which may differ from federal law.

You should consult Internal Revenue Service (“IRS”) Publication 590A/B or the IRS web site www.irs.gov for updated rules and requirements.

Important Information About U.S. Government Requirements That May Affect Your Account

IRA Services Trust Company, (“ISTC”, “we”, or “us”), provides custodial and administrative services for your retirement or savings account. As a result of this role, persons who open a retirement or savings account are considered ‘customers’ of ISTC (“you” or “your”).

To help the U.S. Government fight the funding of terrorism and money laundering activities, federal law requires ISTC, as a non-depository trust company regulated by the State of South Dakota Division of Banking, to obtain, verify, and record information that identifies each person who opens an account. All accounts we open are opened on a conditional basis — conditioned on our ability to verify your identity in accordance with federal law.

When establishing an account, you are required to provide your full legal name, address, government issued identification number (e.g. social security number), date of birth, and other information within your account-opening application that will allow us to identify you. We may also request a copy of your driver’s license or other identifying documents and may consult third-party databases to help verify your identity. If the account you are opening will be registered in the name of a beneficiary, we may require additional identifying documentation.

If you fail to provide any requested identifying information or documentation when opening your account, your new account application may be rejected.

If we open your account, and you subsequently fail to provide all identification materials we request or if we are subsequently unable to adequately verify your identity as required by U.S. government regulations, we reserve the right to take any one or more of the following actions:

1. we may place restrictions on your account which block all purchase and investment transactions and we may place additional restrictions on your account blocking other transactional activities if we determine such additional restrictions are appropriate under federal law or regulation; and

2. we may close your account, sell (i.e., “liquidate”) the assets in your account in the prevailing market at the time, and send you a check representing the cash proceeds of your account or we may transfer all your assets in kind to your name. This distribution will be reported to the Internal Revenue Service and may result in unfavorable consequences to you under federal and state tax laws.

You May Incur Losses

Despite being opened as a conditional account, your account will be invested as you instruct, and you will be subject to all market risks during the period between account opening and any liquidation necessitated by your failure to furnish requested identifying information or by an inability to adequately verify your identity. You may also be subject to additional market risks if the additional transactional restrictions discussed above are placed on your account. In addition, the closing of your account may subject you to fees and charges imposed by a sponsor, issuer, depository or other person or entity associated with one or more of the assets in which you are invested, and any sales charges you may have paid in connection with your purchases will not be refunded.

You Assume All Responsibility for These Losses

ISTC expressly disclaims any responsibility or liability for losses you incur as result of your failure to furnish identification materials we request, including investment losses and any other loss or damage (including but not limited to lost opportunities and adverse tax consequences). If you proceed with the account opening process, you accept all risks of loss resulting from any failure of yours to furnish the identification materials we request or from a subsequent inability to adequately verify your identity in accordance with federal law or regulation.

State Unclaimed Property Law Disclosure

The assets in your custodial account are subject to South Dakota state unclaimed property laws which provide that if no activity occurs in your account within the time period specified by state law, your assets must be transferred to the state. We are required by law to advise you that your assets may be transferred to South Dakota state in compliance with these laws.

Revocation of Your IRA

You have the right to revoke your IRA and receive the entire amount of your initial investment by notifying the IRA Custodian and Administrator in writing within seven (7) days of establishing your IRA (account open date). If you revoke your IRA within seven days, you are entitled to a return of the entire amount of the contributions or the actual property, without adjustment for such items as administrative expenses. If you decide to revoke your IRA, notice should be delivered or mailed to the address listed in the application instructions. This notice should be signed by you and include the following:

1. the date;

2. a statement that you elect to revoke your IRA;

3. your IRA account number;

4. the date your IRA was established; and

5. your signature and your name printed or typed.

Mailed notice will be deemed given on the date that it is postmarked, if it is properly addressed and deposited either in the United States mail, first class postage prepaid, or with an IRS approved overnight service. This means that when you mail your notice, it must be postmarked on or before the seventh day after your IRA was opened. A revoked IRA will be reported to the IRS and the Depositor on IRS Forms 1099-R and 5498.

Contributions

For 2017 and 2018, the maximum allowable contribution to your individual retirement accounts (deductible, non-deductible, and Roth) for each tax year is the lesser of (a) $5,500 or (b) 100% of your compensation or earnings from self-employment.

Age 50 or Above Catch-Up Contributions

For those who have attained the age of 50 before the close of the taxable year, the annual IRA contribution limit is increased by $1,000 (for 2017 and 2018).

For tax years after 2017, the above limits may be subject to IRS cost-of-living adjustments, if any. Please read the Traditional and Roth Individual Retirement Account (IRA) Combined Disclosure Statement carefully or consult IRS Publication 590A/B or a qualified tax professional for more information about eligibility requirements and contribution restrictions.

Making an IRA contribution on behalf of your spouse — If you have earned compensation, are married and file a joint federal income tax return, you may make an IRA contribution on behalf of your working or nonworking spouse. The total annual contribution limit for both IRAs may not exceed the lesser of the combined compensation of both spouses or the annual IRA contribution limits as set forth by the IRS. Contributions made on behalf of a spouse must be made to a separate IRA account established by your spouse. More information about eligibility requirements and contribution restrictions can be found in IRS Publication 590A/B.

Any contribution made to your IRA will be treated as a contribution for the year it is received unless the contribution is made between January 1 and the April 15th postmark deadline and you have identified the contribution as a prior year contribution.

1. Traditional IRA Contribution Restriction — You cannot make contributions to your traditional IRA for any taxable year after you attain age 70½.

2. Roth IRA Contribution — Contributions can continue to be made to a Roth IRA after you attain age 70½ as long as the requirements of earned income are met.

Description of Available Options for Your Contributions

The assets in your custodial account will be invested in accordance with instructions communicated by you (or following your death, by your beneficiary) or by your (or following your death, your beneficiary’s) authorized agent. Account contributions are eligible for investment under section 408(a) of the Internal Revenue Code that are acceptable to the IRA Custodian and Administrator as investments under the Individual Retirement Account (IRA) application and agreement. ISTC does not recommend any particular investment or asset class, nor do we perform due diligence or determine the suitability of any investment or asset category for our account holders and your investments are neither guaranteed nor protected.

TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNT DISCLOSURE

You have opened an Individual Retirement Account (IRA), which is a Traditional IRA or SEP IRA (known as an Acorns Later/Traditional Account) for the exclusive benefit of you and your beneficiaries, created by a written instrument (the Later/Traditional Custodial Agreement). The following requirements apply to your IRA:

1. contributions, transfers and rollovers may be made only in “cash” by check, draft, or other form acceptable to the IRA Custodian and Administrator;

2. the IRA Custodian and Administrator must be a bank, trust company, savings and loan association, credit union or a person who is approved to act in such capacity by the Secretary of the Treasury;

3. no part may be invested in life insurance contracts;

4. no part may be invested in collectibles such as artwork, coins, stamps, rugs, antiques, beverages, and other personal property;

5. no part may be invested in S-corp stock;

6. no part may be invested in gemstones and metals (except for certain coins and bullion which are allowed);

7. your interest must be nonforfeitable;

8. the assets of the custodial account may not be mixed with other property except in a common investment fund; and

9. you must begin receiving distributions from your account no later than April 1 of the year following the year in which you attain age 70½; and distributions must be completed over a period that is not longer than the joint life expectancy of you and your beneficiary.

Traditional IRA Eligibility

You are permitted to make a regular contribution to your traditional IRA for any taxable year prior to the taxable year you attain age 70½ if you receive compensation for such taxable year. Compensation includes salaries, wages, tips, commissions, bonuses, alimony, royalties from creative efforts and “earned income” in the case of self-employment. The amount which is deductible depends upon whether or not you are an active participant in a retirement plan maintained by your employer; your modified adjusted gross income; your marital status; and your tax filing status.

Traditional IRA Income Tax Deduction

Your contribution to a traditional IRA may be deductible on your federal income tax return. However, there is a phase-out of the IRA deduction if you are an active participant in an employer-sponsored retirement plan. The IRA deduction is reduced proportionately as adjusted gross income increases. Adjusted gross income levels are subject to change each year. Please consult IRS Publication 590A/B for calculating your deductible contribution as it pertains to individual income and employer-sponsored retirement plan circumstances. Your contributions in excess of the permitted deduction will be considered non-deductible contributions.

A deductible IRA contribution can be made to your spouse’s IRA even if you are an active participant in an employer-sponsored retirement plan, if your joint adjusted gross income for the tax year does not exceed the limits as set forth by the IRS. The IRA deduction is reduced proportionally as your joint adjusted gross income increases. Please refer to IRS Publication 590A/B for current year phase-out limits.

Traditional IRA Taxation and Rollovers

The income of your IRA is not taxed until the money is distributed to you. Distributions are taxable as ordinary income when received, except the amount of any distribution representing non-deducted contributions or the return of an excess contribution is not taxed. In general, you may “rollover” a distribution from another IRA, an eligible rollover distribution from your employer’s qualified plan, or distributions from certain tax deferred annuities or accounts. If a distribution is rolled over (i.e. deposited in your IRA within 60 calendar days of the date of receipt), the amount rolled over is not taxable. The IRS strictly enforces the 60-day time limit. You may rollover a portion of a distribution in which case the remainder will be subject to tax. The IRS requires 20% of any distribution from your employer’s qualified plan to be withheld for federal income tax unless your distribution is transferred (as a direct rollover) to an eligible retirement plan such as another qualified plan or IRA.

If you make a tax-free rollover of any part of a distribution from a traditional IRA, you cannot, within a 1-year period, make a tax-free rollover of any later distribution from that same or any other traditional IRA including from the traditional IRA into which you made the tax-free rollover. Please consult IRS Publication 590A/B for more information pertaining to rollover contributions.

Note: The rules regarding tax-free rollovers are complex and subject to frequent change; you should consult a professional tax advisor if you are considering a rollover.

Recharacterizing Traditional IRA Contributions

If you are eligible to contribute to a Roth IRA, all or part of a contribution you make to your traditional IRA, along with allocable earnings or losses, may be recharacterized and treated as if made to your Roth IRA on the date the contribution was originally made to your traditional IRA. Recharacterization of a contribution is irrevocable and must be completed on or before the due date, including extensions, for filing your federal income tax return for the tax year for which the contribution was originally made. Please refer to IRS Publication 590A/B for more information.

A recharacterized contribution is reported as a distribution from the first IRA (IRS Form 1099-R) and a recharacterization contribution to the second IRA (IRS Form 5498) for the tax year in which the recharacterization occurs. The rules regarding recharacterization are complex and you should consult a professional tax advisor prior to any recharacterization.

Excess Contributions

Amounts contributed to your traditional IRA in excess of the allowable limit will be subject to a non-deductible excise tax of 6% for each year until the excess is used up (as an allowable contribution in a subsequent year) or returned to you. The 6% excise tax will not apply if the excess contribution and earnings allocable to it are distributed by your federal income tax return due date, including extensions. If such a distribution is made, only the earnings are considered taxable income for the tax year in which the excess was contributed to the IRA. The return of earnings may also be subject to the 10% penalty tax on early distributions discussed in the section titled “Early Distributions from a Traditional IRA”. If you make an excess contribution to your IRA and it is not corrected on a timely basis, an excise tax of 6% is imposed on the excess amount. This tax will apply each year to any part or all of the excess that remains in your account.

Earnings will be removed with the excess contribution, if corrected before your federal income tax return due date (including extensions), pursuant to Internal Revenue Code Section 408(d)(4) and IRS Publication 590A/B. The IRS may impose a 10% early distribution penalty on the earnings if you are under age 59½. An IRS Form 1099-R will be issued for the year in which the distribution occurred, not the year in which the excess contribution was made. Consult IRS Publication 590A/B for more information pertaining to excess contributions. If you are subject to a federal penalty tax due to an excess contribution, you must file IRS Form 5329.

For the purpose of the excess contribution, we will calculate the net income attributable to that contribution (Net Income Attributable or “NIA”) using the method provided for in the IRS Final Regulations for Earnings Calculation for Returned or Recharacterized Contributions. This method calculates the NIA based on the actual earnings and losses of the IRA during the time it held the excess contribution. Please note that a negative NIA is permitted and, if applicable, will be deducted from the amount of the excess contribution.

Excess contributions (plus or minus the NIA) that are distributed by your federal income tax return due date (including extensions) will be considered corrected, thus avoiding an excess contribution penalty.

Early Distributions from a Traditional IRA

Your receipt or use of any portion of your account (excluding any amount representing a return of non-deducted contributions) before you attain age 59½ is considered an early or premature distribution. The distribution is subject to a penalty tax equal to 10% of the distribution unless one of the following exceptions applies to the distribution:

1. due to your death;

2. made because you are disabled;

3. used specifically for deductible medical expenses which exceed 7.5% of your adjusted gross income;

4. used for health insurance cost due to your unemployment;

5. used for higher education expenses defined in section 529(e) (3) of the Internal Revenue Code;

6. used toward the expenses of a first-time home purchase up to a lifetime limit of $10,000;

7. part of a scheduled series of substantially equal periodic payments over your life, or over the joint life expectancy of you and a beneficiary. If you request a distribution in the form of a series of substantially equal periodic payments, and you modify the payments before 5 years have elapsed and before attaining age 59½, the penalty tax will apply retroactively to the year payments began through the year of such modification;

8. required because of an IRS levy; or

9. the distribution is a Qualified Reservist Distribution.

The 10% penalty tax is in addition to any federal income tax that is owed at distribution. For more information on the 10% penalty tax and the exceptions listed above, consult IRS Publication 590A/B. If you are subject to a federal penalty tax due to a premature distribution, you must file IRS Form 5329.

Required Distributions from a Traditional IRA

You are required to begin receiving minimum distributions from your IRA by your required beginning date (April 1 of the year following the year you attain age 70½). The year you attain age 70½ is referred to as your “first distribution calendar year”. Your required minimum distribution for each year, beginning with the calendar year you attain age 70½, is generally based upon the value of your account at the end of the prior year divided by the factor for your age (derived from the IRS Uniform Lifetime Distribution Period Table). This table assumes you have a designated spouse beneficiary exactly 10 years younger than you. However, if your spouse is your sole beneficiary and is more than 10 years younger than you, your required minimum distribution for each year is based upon the joint life expectancies of you and your spouse. The account balance that is used to determine each year’s required minimum distribution amount is the prior year end fair market value (value as of December 31st), adjusted for outstanding rollovers, transfers and recharacterizations (that relate to a conversion or failed conversion made in the prior year). You are responsible for notifying the IRA Custodian and Administrator of any outstanding amounts.

If the amount distributed during a taxable year is less than the minimum amount required to be distributed, you will be subject to a penalty tax equal to 50% of the difference between the amount distributed and the amount required to be distributed. You are responsible for monitoring this schedule from year to year to make sure that you are withdrawing the required minimum amount. If you are subject to a federal penalty tax due to a missed required minimum distribution, you must file IRS Form 5329.

However, no payment will be made from this IRA until you provide the IRA Custodian and Administrator with a proper distribution request acceptable by the IRA Custodian and Administrator. Upon receipt of such distribution request, you may switch to a joint life expectancy in determining the required minimum distribution if your spouse was your sole beneficiary, as of the January 1st of the calendar year that contains your required beginning date, and such spouse is more than 10 years younger than you. The required minimum distribution for the second distribution calendar year and for each subsequent distribution calendar year must be made by December 31 of each such year. A required minimum distribution election form is available from the IRA Custodian and Administrator.

Traditional IRA Distributions Due to Death

If, prior to your death, you have not started to take your required distributions and you properly designated a beneficiary(ies), the entire value of your IRA must be distributed to your beneficiaries within five years after your death, unless the designated beneficiary elects in writing, no later than September 30th of the year following the year in which you die, to take distributions over their life expectancy. These distributions must commence no later than December 31st of the calendar year following the calendar year of your death. However, if your spouse is your sole beneficiary, these distributions are not required to commence until the December 31st of the calendar year you would have attained age 70½ if that date is later than the required commencement date in the previous sentence or your spouse may elect to make your IRA their own. If you die before your required beginning date and you do not have a designated beneficiary, the balance in your IRA must be distributed no later than the December 31st of the calendar year that contains the fifth anniversary of your death.

If you die on or after your required beginning date and you have a designated beneficiary, the balance in your IRA will be distributed to your beneficiary over the beneficiary’s single life expectancy. These distributions must commence no later than December 31st of the calendar year following the calendar year of your death. If you die on or after your required beginning date and you do not have a designated beneficiary, the balance in your IRA must be distributed over a period that does not exceed your remaining single life expectancy determined in the year of your death. However, the required minimum distribution for the calendar year that contains the date of your death is still required to be distributed. Such amount is determined as if you were still alive throughout that year. If your spouse is your sole beneficiary, your spouse may elect to treat your IRA as their own IRA, whether you die before or after your required beginning date. If you die after your required beginning date and your spouse elects to treat your IRA as his or her own IRA, any required minimum that has not been distributed for the year of your death must still be distributed to your surviving spouse and then the remaining balance can be treated as your spouse’s own IRA. After your death, your designated beneficiary may name a subsequent beneficiary. Any subsequent beneficiaries must take distributions at least as frequently as the original designated beneficiary. If you do not properly designate a beneficiary, or all designated beneficiaries have predeceased you, your spouse shall become the beneficiary or, if no surviving spouse or unmarried, the distribution will be made to your estate. Consult IRS Publication 590A/B for a complete discussion of rules governing distributions due to death.

Per Stirpes Designations

The IRA Custodian and Administrator shall accept as complete and accurate all written instructions provided in good order by the estate/executor with regard to the identification of your beneficiaries and the allocations thereto.

Traditional IRA — IRS Approved Form

Your traditional IRA is the Internal Revenue Service’s model custodial account contained in IRS Form 5305-A. Certain additions have been made in Article VIII of the form. By following the form, your traditional IRA meets the requirements of the Internal Revenue Code. However, the IRS has not endorsed the merits of the investments allowed under the IRA. Form 5305-A may also be used by qualifying employers in conjunction with Form 5305-SEP to establish a Simplified Employee Pension plan (SEP) on behalf of employees. If your IRA is part of a SEP, details regarding the plan should also be provided by your employer. IRS Form 5305-A cannot be used in connection with Roth IRAs.

ROTH INDIVIDUAL RETIREMENT ACCOUNT DISCLOSURE

You have opened a Roth Individual Retirement Account (Roth IRA) (known as an Acorns Later/Roth Account), which is an account for the exclusive benefit of you and your beneficiaries, created by a written instrument (the Later/Roth Custodial Agreement). The following requirements apply to your Roth IRA:

1. contributions, transfers and rollovers may be made only in “cash” by check, draft, or other form acceptable to the IRA Custodian and Administrator;

2. the IRA Custodian and Administrator must be a bank, trust company, savings and loan association, credit union or a person who is approved to act in such capacity by the Secretary of the Treasury;

3. no part may be invested in life insurance contracts;

4. your interest must be nonforfeitable;

5. the assets of the custodial account may not be mixed with other property except in a common investment fund;

6. there is no age limit on contributions as long as you have earned income;

7. your adjusted gross income must be within the eligibility limits (see IRS Publication 590A/B for current year limits); and

8. there are no mandatory withdrawals during your lifetime.

Roth IRA Eligibility

You are permitted to make a regular contribution to your Roth IRA for any taxable year if you receive compensation for such taxable year. Compensation includes salaries, wages, tips, commissions, bonuses, alimony, royalties from creative efforts and “earned income” in the case of self-employment.

Contributions can continue to be made to a Roth IRA after you attain age 70½ as long as the requirements of earned income are met.

There is a phase-out of eligibility to make a Roth IRA contribution if your adjusted gross income is between certain levels. These limits may be adjusted from time to time by the Internal Revenue Service, please refer to IRS Publication 590A/B for current year limits.

Roth IRA Income Tax Deduction

Your contribution to a Roth IRA is not deductible on your federal income tax return.

Roth IRA Rollovers

If a Roth IRA distribution is rolled over (i.e. deposited into another Roth IRA within 60 calendar days of the date of receipt), the amount rolled over is not taxable. The IRS strictly enforces the 60-day time limit. Rollovers from a Roth IRA to a Coverdell ESA, traditional, SEP or SIMPLE IRA are not permitted. If you make a tax- free rollover of any part of a distribution from a Roth IRA, you cannot, within a 1-year period, make a tax-free rollover of any later distribution from that same Roth IRA or, from the Roth IRA into which you made the tax-free rollover.

Rollover from a Designated Roth Contribution Account Under an Employer-Sponsored Plan into a Roth IRA

Amounts attributable to a participant’s designated Roth contribution account under an employer’s 401(k) plan or 403(b) plan are eligible to roll over into a Roth IRA as either a direct rollover or a 60-day rollover. Once the amount is rolled over to a Roth IRA it may not be rolled back to an employer’s plan. The rules regarding designated Roth rollovers to Roth IRAs are complex and you should consult IRS Publication 590A/B or a tax advisor prior to initiating a designated Roth rollover.

Military Death Gratuities and Service Members Group Life Insurance (SGLI) Payment Rollovers

If you received a military death gratuity or SGLI payment, you may contribute all or part of the amount received to your Roth IRA. The contribution is treated as a rollover, except that this type of rollover does not count when figuring the annual limit on the number of rollovers allowed. The amount you can contribute to a Roth IRA under this provision cannot exceed the total amount of such payments that you received because of the death of a person reduced by any part of the amount so received that you have already contributed to a Roth IRA.

Recharacterizing a Roth IRA Contribution

All or part of a contribution you make to your Roth IRA, along with any allocable earnings or losses, may be recharacterized and treated as if made to your traditional IRA on the date the contribution was originally made to your Roth IRA. All or part of a contribution you make to your traditional IRA may be recharacterized and treated as if made to your Roth IRA on the date the contribution was originally made to your traditional IRA. Recharacterization of a contribution is irrevocable and must be completed on or before the due date, including extensions, for filing your federal income tax return for the tax year for which the contribution was originally made. Please refer to IRS Publication 590A/B for more information.

A recharacterized contribution is reported as a distribution from the first IRA (IRS Form 1099-R) and a recharacterization contribution to the second IRA (IRS Form 5498) for the tax year in which the recharacterization occurs. The rules regarding recharacterization are complex and you should consult a professional tax advisor prior to any recharacterization. A recharacterization form is available from the IRA Custodian and Administrator and should be used for all recharacterization request.

Excess Contributions

Amounts contributed to your Roth IRA in excess of the allowable limit will be subject to a non-deductible excise tax of 6% for each year until the excess is used up (as an allowable contribution in a subsequent year) or returned to you. The 6% excise tax on excess contributions will not apply if the excess contribution and earnings allocable to it are distributed by your federal income tax return due date, including extensions. If such a distribution is made, only the earnings are considered taxable income for the tax year in which the excess was contributed to the IRA. The return of earnings may also be subject to the 10% penalty tax on early distributions. An IRS Form 1099-R will be issued for the year in which the distribution occurred, not the year in which the excess contribution was made. Consult IRS Publication 590A/B for more information pertaining to excess contributions. If you make an excess contribution to your Roth IRA and it is not corrected on a timely basis, an excise tax of 6% is imposed on the excess amount. This tax will apply each year to any part or all of the excess that remains in your account.

Earnings will be removed with the excess contribution if corrected before your federal income tax return due date (including extensions), pursuant to Internal Revenue Code Section 408(d)(4) and IRS Publication 590A/B. The IRS may impose a 10% early distribution penalty on the earnings if you are under age 59½. If you are subject to a federal penalty tax due to an excess contribution, you must file IRS Form 5329.

For the purpose of the excess contribution, we will calculate the net income attributable to that contribution (Net Income Attributable or “NIA”) using the method provided for in the IRS Final Regulations for Earnings Calculation for Returned or Recharacterized Contributions. This method calculates the NIA based on the actual earnings and losses of the Roth IRA during the time it held the excess contribution. Please note that a negative NIA is permitted and, if applicable, will be deducted from the amount of the excess contribution.

Excess contributions (plus or minus the NIA) that are distributed by your federal income tax return due date (plus extensions) will be considered corrected, thus avoiding an excess contribution penalty.

Taxation of Roth IRA Distributions

Any distribution, or portion of any distribution, which consists of the return of contributions you made to your Roth IRA is not subject to federal income tax. For federal income tax purposes, contributions are presumed to be withdrawn first, then conversion contributions, then earnings.

Qualified Distribution

The earnings on your contributions will not be subject to federal income tax or penalty if the assets being withdrawn have been in your Roth IRA for at least five (5) years (from the first taxable year in which your initial contribution, including rollover or conversion contribution, was made to the Roth IRA) in addition to any one of the following:

1. you have attained age 59½,

2. used toward the expenses of a first-time home purchase up to a lifetime limit of $10,000,

3. made because you are disabled, or

4. due to your death.

Non-Qualified Distribution

The earnings portion of a distribution made prior to the end of the five-year holding period, regardless of the reason, is considered a non-qualified distribution and is subject to ordinary income tax. The earnings may also be subject to a 10% penalty tax if you are under age 59½ unless an early distribution exception applies. The distribution of amounts attributable to conversion contributions (prior to five years from the tax year of conversion) may be subject to a 10% penalty tax if you are under age 59½ unless an early distribution exception applies. Exceptions to the 10% penalty tax on early distributions are described in the section titled “Early Distributions from a Roth IRA”. If you are subject to a federal penalty tax due to a premature distribution, you must file IRS Form 5329.

Early Distributions from a Roth IRA

The earnings portion of distributions made prior to the end of the five-year holding period, or which fail to meet the criteria as outlined in “Taxation of Roth IRA Distributions”, are subject to ordinary income taxes. The earnings portion of the distribution is also subject to the 10% penalty tax on early distributions unless one of the following exceptions applies to the distribution:

1. you have attained age 59½,

2. due to your death,

3. made because you are disabled,

4. used specifically for deductible medical expenses which exceed 7.5% of your adjusted gross income,

5. used for health insurance cost due to your unemployment,

6. used for higher education expenses defined in section 529(e) (3) of the Internal Revenue Code,

7. used toward the expenses of a first-time home purchase up to a lifetime limit of $10,000,

8. part of a scheduled series of substantially equal payments over your life, or over the joint life expectancy of you and a beneficiary. If you request a distribution in the form of a series of substantially equal payments, and you modify the payments before 5 years have elapsed and before attaining age 59½, the penalty tax will apply retroactively to the year payments began through the year of such modification,

9. required because of an IRS levy, or

10. the distribution is a Qualified Reservist Distribution.

The 10% penalty tax is in addition to any federal income tax that is owed at distribution. For more information on the 10% penalty tax and the exceptions listed above, consult IRS Publication 590A/B.

Roth IRA Required Distributions

You are not required to take distributions from your Roth IRA during your lifetime.

Roth IRA Distribution Due to Death

If you have properly designated a beneficiary(ies), the entire value of your Roth IRA must be distributed to your beneficiaries within five years after your death, unless the designated beneficiary elects in writing, no later than September 30th of the year following the year in which you die, to take distributions over their life expectancy. Your spouse may also elect to make it their own Roth IRA. Non-spousal distributions must commence no later than December 31st of the calendar year following the calendar year of your death. Your designated beneficiary may name a subsequent beneficiary. Any subsequent beneficiaries must take distributions at least as frequently as the original designated beneficiary.

If you do not properly designate a beneficiary, or all designated beneficiaries have predeceased you, your spouse shall become the beneficiary or, if no surviving spouse or unmarried, the distribution will be made to your estate. If your designated beneficiary is your spouse, your spouse may elect to treat your Roth IRA as their own. Consult IRS Publication 590A/B for a complete discussion of rules governing distributions due to death.

Per Stirpes Designations

The IRA Custodian and Administrator shall accept as complete and accurate all written instructions provided in good order by the estate/executor with regard to the identification of your beneficiaries and the allocations thereto.

Roth IRA — IRS Approved Form

Your Roth IRA is the Internal Revenue Service’s model custodial account contained in IRS Form 5305-RA. Certain additions have been made in Article IX of the form. By following the form, your Roth IRA meets the requirements of the Internal Revenue Code. However, the IRS has not endorsed the merits of the investments allowed under the Roth IRA. IRS Form 5305-RA cannot be used in connection with SEP or traditional IRAs.

COMBINED DISCLOSURE CONTINUED

Tax Refund Direct Deposit IRA Contributions

Taxpayers who qualify for a tax refund may elect to directly deposit their refund into their IRA account. The amount of the refund deposited to your IRA cannot exceed annual IRA limits as set forth by the Internal Revenue Service. You must contact the IRA Custodian and Administrator in advance of completing IRS Form 8888 to obtain the proper routing instructions. All tax refund contributions will be recorded as current year contributions for the year received.

Health Savings Account (“HSA”) Funding Distribution

You are allowed a one-time, tax-free transfer from an IRA (other than a SEP IRA) to use toward your annual Health Savings Account (“HSA”) contribution. Eligible individuals may make an irrevocable one-time, tax-free “qualified HSA funding distribution” from an IRA and move it directly into an HSA, subject to strict requirements. The HSA funding distribution must be directly transferred from the IRA Custodian and Administrator to the HSA custodian or trustee. The amount of the transfer cannot exceed the maximum HSA contribution limit for the year that the amount is transferred. The deposited amount is counted toward the individual’s total HSA annual contribution limit.

Non-Spouse Beneficiaries of Employer Plans

Eligible non-spouse beneficiary distributions from an employer’s retirement plan can be directly rolled over into a beneficiary/inherited IRA. To accomplish the direct rollover, the plan administrator must distribute the benefit payable to the trustee or custodian and mail it directly to the receiving institution. If the distribution is paid directly to the non-spouse beneficiary, a rollover will not be permitted.

The beneficiary/inherited IRA account must be registered in both the non-spouse beneficiary’s name and the decedent’s name.

Qualified Reservist Distributions

Early distributions paid to military reservists called to active duty after September 11, 2001 (“Qualified Reservist Distributions”) are eligible to be repaid to an IRA within a two-year period after the end of active duty. This provision applies to distributions made after September 11, 2001. Repayments cannot exceed the amount of your Qualified Reservist Distributions. Repayment cannot be made after the later of either the date that is two years after your active duty period ends, or August 16, 2008. The repayments are not treated as rollovers. For additional information refer to IRS Publication 590A/B under the heading “Qualified reservist repayments.”

Qualified Charitable Distributions Effective Through 2011

Effective for distributions through December 31, 2014, taxpayers age 70½ or older may transfer funds from their IRA to an eligible charitable organization. Qualified charitable distributions may be made from a traditional IRA, Roth IRA or equivalent beneficiary/ inherited IRA account. Qualified charitable distributions may be used to satisfy a participant’s RMD requirement. The maximum total amount of qualified charitable distributions that may be made during a year by an IRA owner is $100,000 regardless of how many IRAs the participant owns. For married individuals filing a joint return the limit is $100,000 for each individual IRA owner. The distribution proceeds from the IRA or beneficiary/inherited IRA must be made payable to the charitable organization. Not all charities are eligible. More information about qualified charitable distributions can be found in IRS Publication 590A/B.

Prohibited Transactions

If you or your beneficiary engages in any prohibited transaction as described in the Internal Revenue Code Section 4975(c) (such as any sale, exchange, borrowing, or leasing of any property between you and your IRA; or any other interference with the independent status of the account), the account will lose its exemption from tax and be treated as having been distributed to you on first day of the tax year in which you or your beneficiary engaged in the prohibited transaction. The distribution may also be subject to additional penalties including a 10% penalty tax if you have not attained age 59½. See Publication 590A/B for further instructions on calculating taxable gain, reporting amounts in income and prohibited transaction penalty taxes. In addition, if you or your beneficiary use (pledge) all or any part of your IRA as security for a loan, then the portion so pledged will be treated as if distributed to you, and will be taxable to you. Your distribution may also be subject to a 10% penalty tax if you have not attained age 59½ during the year which you make such a pledge.

Estate Tax

Amounts payable to your spouse, as your named beneficiary, may qualify for a marital tax deduction for federal estate tax purposes.

Income Tax Withholding

The IRA Custodian and Administrator is required to withhold federal income tax from any taxable distribution from your IRA at the rate of 10% unless you choose not to have tax withheld. You may elect out of withholding by advising the IRA Custodian and Administrator in writing, prior to the distribution, that you do not want tax withheld from the distribution. This election may be made on any distribution request form provided by the IRA Custodian and Administrator. If you do not elect out of tax withholding, you may direct the IRA Custodian and Administrator to withhold an additional amount of tax in excess of 10%.

State income tax withholding may also apply to distributions from your IRA account when federal income tax is withheld. Please contact your tax advisor or state tax authority for information about your state’s income tax withholding requirements.

Additional Information

Distributions under $10 will not be reported on IRS Form 1099-R (as allowed under IRS regulations). However, you must still report these distributions to the IRS on your Form 1040 (as well as other forms that may be required to properly file your tax return).

For more detailed information, you may obtain IRS Publication 590A/B, Individual Retirement Arrangements (IRAs) from any district office of the Internal Revenue Service or by calling 1-800-TAX-FORM.

Filing with the IRS

Contributions to your IRA must be reported on your tax return (Form 1040 or 1040A, and Form 8606 for nondeductible traditional IRA contributions) for the taxable year contributed. If you are subject to any of the federal penalty taxes due to excess contributions, premature distributions, or missed required minimum distributions, you must file IRS Form 5329.

PRIVACY PRINCIPLES OF THE IRA SERVICES TRUST COMPANY

You provide important information about yourself to a variety of businesses and organizations. The same is true when you do business with IRA Services Trust Company. You are asked to provide us with certain personal information that helps us serve you better and complete your transactions more effectively.

We work diligently to safeguard the information you provide us. In fact, we have developed the following policies to ensure your confidentiality and to maintain your confidence in our institution. These policies detail the strict standards we have in place. For this reason, we ask you to please read the following information carefully. In it, we will tell you the sources for non-public personal information we collect on our customers, and what measures we take to secure that information.

Definitions

“We”, “our”, and “us”, when used in this notice, mean IRA Services Trust Company. The words “you” and “your” mean account customers who have continuing relationships with us in self-directed IRA accounts where we act as custodian.

Non-public personal information means information about you that we collect in connection with providing a financial product or service to you. Non-public personal information does not include information that is available from public sources, such as telephone directories or government records.

An affiliate is a company we own or control, a company that owns or controls us, or a company that is owned or controlled by the same company that owns or controls us. Ownership does not mean complete ownership, but means owning enough to have control.

A non-affiliated third party is a company that is not an affiliate of ours.

Information That We Could Collect About You

We collect non-public personal information about you from the following sources:

Information We Disclose About You

It is our policy not to disclose any non-public personal information about customers to anyone, except as required by law. Naturally, in the course of providing you with products or services that you have requested or already have with us, when necessary we disclose customer information required by companies who work for us, such as check printing or data processing companies.

The Confidentiality, Security, and Integrity of Your Non-Public Personal Information

We limit access to non-public personal information to those employees who need to know that information, in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal standards to guard your non-public personal information.

Non-Public Personal Information and Former Customers

It is our policy not to disclose any non-public personal information about former customers to anyone, except as permitted by law.