Program Agreement

 

ACORNS PROGRAM AGREEMENT

Effective November 18, 2024

 

Important Information

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Glossary of Terms provided at the end of the Program Agreement and attached Supplements, and are made part of this Program Agreement.

PLEASE READ AND CONSIDER THIS PROGRAM AGREEMENT CAREFULLY, INCLUDING THE PRE-DISPUTE ARBITRATION CLAUSE, CLASS ACTION WAIVER, AND OTHER ARBITRATION PROVISIONS IN SECTION 13, THE PREAUTHORIZED RECURRING MONTHLY ELECTRONIC FUNDS TRANSFER DEBIT IN SECTION 4.2, SECTION A6.3 OF THE INVESTMENT ADVISORY AGREEMENT SUPPLEMENT, AND THE SPECIFIC SUPPLEMENTS APPLICABLE TO YOU (BELOW). CONTACT THE ACORNS PARTIES WITH ANY QUESTIONS THAT YOU HAVE BEFORE INDICATING THAT YOU AGREE. CLICKING THAT YOU AGREE HAS THE SAME LEGAL EFFECT AS SIGNING A PAPER VERSION OF THIS PROGRAM AGREEMENT, AS WELL AS CONTINUED USE OF THE PLATFORM AFTER THE EFFECTIVE DATE OF AN AMENDMENT AS FURTHER SET FORTH HEREIN.

BY CLICKING THAT YOU AGREE TO THIS PROGRAM AGREEMENT AND SUPPLEMENTS, AND YOUR CONTINUED USE OF THE PLATFORM AFTER THE EFFECTIVE DATE OF ANY AMENDMENT(S) THERETO, YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED AND HAD AN OPPORTUNITY TO REVIEW:

• the disclosures and information provided to you by any Acorns Party or agent through the Acorns Website, or the Application, including disclosures about how debits will be made from your Funding Source each month in the amounts specified in the disclosures;
• Acorns Advisers’ Brochure; 
• Acorns Advisers’ Form CRS if you are an individual investor (also known as a “retail investor,” as defined in Rule 204-5 under the Advisers Act and Rule 17a-14 under the Exchange Act); and 
• the relevant supplement if you have chosen an Acorns Invest Account (Base or Custom Portfolio Account), Acorns Later Account(s), Acorns Early Invest Account(s), or Acorns Checking Account(s)

IF YOU OPEN AN ACORNS USER ACCOUNT, YOU WILL BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS PROGRAM AGREEMENT AND EACH APPLICABLE SUPPLEMENT, AS OF THE TIME THAT YOU USE OR ENROLL IN THE APPLICABLE PRODUCT OR SERVICE.  

THIS PROGRAM AGREEMENT AND ANY APPLICABLE SUPPLEMENT WILL BE CONSIDERED EFFECTIVE ONLY ONCE YOU AGREE TO THIS PROGRAM AGREEMENT AND ITS SUPPLEMENTS AND ACORNS GROW ACCEPTS AND APPROVES YOUR ACORNS USER ACCOUNT.

YOU AGREE THAT THE ACORNS PARTIES MAY AMEND THIS PROGRAM AGREEMENT AND ANY SUPPLEMENT FROM TIME TO TIME BY (I) PROVIDING YOU WITH NOTICE OF MATERIAL CHANGES AFFECTING ANY OF YOUR ACORNS MANAGED ACCOUNTS VIA EMAIL OR OTHER WRITTEN COMMUNICATION AND; (II) POSTING THE AMENDMENT ON THE ACORNS WEBSITE AND THROUGH THE APPLICATION FOR ALL OTHER CHANGES, AND, ACCORDINGLY, YOU FURTHER AGREE TO CHECK THE ACORNS WEBSITE AND/OR THE APPLICATION FOR AMENDED VERSIONS OF THIS PROGRAM AGREEMENT AND SUPPLEMENTS. YOU UNDERSTAND AND AGREE THAT YOUR CONTINUED USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO NOT CLOSING ANY OF YOUR ACORNS ACCOUNTS, MAINTAINING YOUR ACORNS USER ACCOUNT, AND/OR USING ANY SERVICE PROVIDED IN THE PLATFORM WITHOUT OBJECTING AFTER THE EFFECTIVE DATE OF THE AMENDMENT, INDICATES YOUR ACCEPTANCE OF THE PROGRAM AGREEMENT AND ANY SUPPLEMENT AND AMENDMENTS THERETO, AND THAT YOU WILL BE LEGALLY BOUND BY THEIR TERMS AND CONDITIONS.

This Program Agreement between the Acorns Parties, as applicable, and you, sets forth the terms and conditions under which the Acorns Parties, as applicable, will provide you with access to the Platform, products, and services described in this Program Agreement. This Program Agreement and all related/linked documents and Supplements contain important information that govern all aspects of your relationship with the Acorns Parties and set forth the general terms that apply when you choose to participate in the Acorns Program and use the Platform. This Program Agreement and its Supplements include all documentation that you submit to us to open any of your Accounts or your Acorns User Account, including terms, statements, disclosures and other information for the products and services for which you have applied.

When you enter into this Program Agreement, you are able to create and subscribe to an Acorns User Account, giving you access to the Platform, including the Application, the Acorns Website, products and services provided by any applicable Acorns Party, and the Account type(s) you select within the Program, as applicable to your Subscription Plan.

There are currently four (4)  investment Accounts in the Program:

• Acorns Invest Account (Base Portfolio)
• Acorns Invest Account (Custom Portfolio)
• Acorns Early Invest Account 
• Acorns Later Account

The following Portfolio Types for the Managed Accounts are available in the Program:

• Acorns Invest Account (Base Portfolio - Core)
• Acorns Invest Account (Base Portfolio - ESG)
• Acorns Invest Account (Custom Portfolio - Core)
• Acorns Invest Account (Custom Portfolio - ESG)
• Acorns Early Invest Account 
• Acorns Later Account (Traditional IRA)
• Acorns Later Account (Roth IRA)
• Acorns Later Account (SEP IRA)

There are four (4) demand-deposit bank accounts in the Program:  

• Acorns Green Card Checking Account
• Acorns Green Card Emergency Fund Account
• Acorns Mighty Oak Checking Account
• Acorns Mighty Oak Emergency Fund Account

In addition to the four (4) Managed Accounts and three (3) bank accounts, and depending on which Subscription Plan you have selected, you will be able to access the Acorns Platform, including:

• Acorns Earn
• The Acorns Early Card
• the Acorns Benefits Hub
• educational content and newsletters
• Acorns’ overall financial wellness system, and other services and products as provided by the Acorns Platform from time to time

Access to, and use of, accounts operated by GoHenry, Inc. d/b/a Acorns Early are subject to all terms and conditions of Acorns Early, including, but not limited to, those terms located at https://www.acorns.com/gohenry-terms-and-conditions/. You are required to agree separately to the Acorns Early (or GoHenry, as applicable to the date of your sign up) agreements applicable to your account with Acorns Early (or GoHenry as applicable to your date of sign up), which shall govern your relationship with Acorns Early (or GoHenry, as applicable to your date of sign up). In the event of a conflict between this Program Agreement and any Acorns Early and/or GoHenry agreement applicable to your account with Acorns Early and/or GoHenry, the applicable Acorns Early and/or GoHenry agreement will control with respect to your account with Acorns Early and/or GoHenry. Acorns Early was formerly referred to as GoHenry by Acorns. These terms apply to users subscribed to either Acorns Early or GoHenry by Acorns, and who may have either an Acorns Early Account or GoHenry account.

Supplements to this Program Agreement, linked below, provide information and terms and conditions on the applicable Account options.

Acorns Advisers, LLC is an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended. Acorns Advisers offers investment advisory services through its robo-advisor’s wrap-fee program. Acorns Advisers has prepared a Form ADV Brochure that contains detailed descriptions of its advisory services, fees and expenses, and important information that you should consider before opening any Managed Account.  Read the Brochure here and the Form CRS here.

Acorns Securities, LLC is a Broker Dealer registered with the SEC under the Securities Exchange Act of 1934, as amended, and member of FINRA and SIPC. Acorns Securities provides certain brokerage services to Acorns Adviser customer Managed Accounts and is generally responsible to Acorns Advisers for maintaining and recording transactions in Cash and ETF Shares or Stock in your Acorns Invest Account or Acorns Early Invest Account(s); sending Orders placed by Acorns Advisers to the Clearing Broker for execution (including if applicable, for self-directed purchases and sales of equity securities in a Custom Portfolio of your Advisory Account), clearance and settlement; and providing you with statements, confirmation emails to the extent required by applicable law, and other information about your Acorns Invest Account or Acorns Early Invest Account(s).  

You and we agree and acknowledge the following:

    1. Program Features and Structure

       1.1  Acorns Subscription and Account Types

Acorns Advisers offers discretionary and non-discretionary advisory services. As further discussed below, certain Acorns Managed Accounts are 100% discretionary and certain Acorns Managed Accounts provide a mix of both discretionary and non-discretionary services.

• Discretionary accounts are accounts in which Acorns Advisers selects ETFs for your account, based upon the answers provided in your Acorns’ Investor Profile Questionnaire. Acorns Advisers will direct the purchase and sale of 100% of the holdings of your account.

• Non-discretionary accounts are accounts in which you select the allocation of Stocks and ETFs. Acorns Advisers will buy and sell assets based on your instructions and implement the chosen allocations by directing Acorns Securities to execute the transactions on your behalf.

Upon opening an Acorns Invest Account, you will be prompted to select an ESG or Core Portfolio. You will not be permitted to invest in both types of Portfolios at the same time. In the ESG Portfolios, Acorns Advisers seeks to invest in ETFs that hold companies with comparative MSCI ESG ratings. 

The Acorns Parties, as applicable, currently offer the following types of Accounts:

Account & Portfolio  Type	Description	Applicable Supplement
Acorns Invest Account – Base Portfolio Account - Core	A discretionary taxable securities advisory account that you can invest in shares of ETFs selected by Acorns Advisers based upon the answers provided in the Acorns’ Investor Profile Questionnaire.  You may elect to allocate up to 5% into a bitcoin-linked ETF on a discretionary basis.	Product Terms And Conditions Supplement  A. Investment Advisory Agreement Supplement B. Brokerage Supplement
Acorns Invest Account – Base Portfolio Account - ESG	A discretionary taxable securities advisory account that you can invest in shares of ETFs selected by Acorns Advisers based upon the answers provided in the Acorns’ Investor Profile Questionnaire.  In the ESG Portfolios, Acorns Advisers seeks to invest in ETFs that hold companies with comparative MSCI ESG ratings. You may elect to allocate up to 5% into a bitcoin-linked ETF on a discretionary basis.	Product Terms And Conditions Supplement  A. Investment Advisory Agreement Supplement B. Brokerage Supplement
Acorns Invest Account – Custom Portfolio Account - Core	A taxable account which is up to 50% discretionary and at least 50% non-discretionary. You direct the investment for up to 50% of the holdings of your account and Acorns Advisers will direct investment for the remaining 50% or more of your account (including up to 5% of the account into a bitcoin-linked ETF).	Product Terms And Conditions Supplement  A. Investment Advisory Agreement Supplement B. Brokerage Supplement H. Custom Portfolio Account Supplement
Acorns Invest Account – Custom Portfolio Account - ESG	A non-discretionary, taxable account which is up to 50% discretionary and at least 50% non-discretionary. You direct the investment for up to 50% of the holdings of your account and Acorns Advisers will direct investment for the remaining 50% or more of your account (including up to 5% of the account into a bitcoin-linked ETF).   In the ESG Portfolios, Acorns Advisers seeks to invest in ETFs that hold companies with comparative MSCI ESG ratings.	Product Terms And Conditions Supplement  A. Investment Advisory Agreement Supplement B. Brokerage Supplement H. Custom Portfolio Account Supplement
Acorns Early Invest Account	A discretionary taxable securities brokerage account that you can invest in shares of ETFs selected by Acorns Advisers, for the benefit of a minor. Acorns Advisers will manage the assets in the account. The account is legally classified as either a Uniform Gift to Minors Act (“UGMA”) or Uniform Transfers to Minors Act (“UTMA”) account, as applicable to your state of residence and date of account opening.	Product Terms And Conditions Supplement  A. Investment Advisory Agreement Supplement B. Brokerage Supplement
Acorns Later Account Traditional IRA Simplified Employee Pension ("SEP") IRA Roth IRA	A discretionary individual retirement account that you can invest in ETFs, selected by Acorns Advisers based upon the answers provided in the Acorns’ Investor Profile Questionnaire, while providing potential tax advantages for your retirement investing. Acorns Advisers will manage the assets in the account. There are currently three (3) different Later Accounts offered by Acorns Advisers - a Traditional IRA, a Simplified Employee Pension (“Sep”) IRA and a Roth IRA.	Product Terms And Conditions Supplement  A. Investment Advisory Agreement Supplement, as applicable B. Brokerage Supplement, as applicable C. Later Account Supplement D. Traditional IRA Custodial Account Supplement, as applicable E. Roth IRA Custodial Account Supplement, as applicable F. Individual Retirement Account Disclosure Statement
Acorns Checking Accounts Acorns Green Card Checking Account (with Debit Card) Acorns Green Card Emergency Fund Account Acorns Mighty Oak Checking Account (with Debit Card) Acorns Mighty Oak Emergency Fund Account	An FDIC-insured individual demand deposit bank account opened in connection with a Bank of Record.  There are currently four (4) different types of bank accounts. The Acorns Green Card Checking and Emergency Fund Accounts are non-interest bearing accounts. The Acorns Mighty Oak Checking Account and Emergency Fund Accounts are interest bearing accounts.  Opening any Acorns Checking Account is subject to the approval of the relevant Bank of Record.	Product Terms And Conditions Supplement  A. Investment Advisory Agreement Supplement  B. Brokerage Supplement G. Checking Account Supplement

Account Type names as designated herein are descriptive only and may change from time to time in the Acorns Parties’ sole discretion, with or without notice, provided that no change is made to the offerings available thereunder. You agree that such change shall not constitute a material change to this Program Agreement.

       1.2 Responsibility for Your Account

You are solely responsible for any decision to open and how to use Acorns Managed Account(s) and/or Acorns Checking Account(s), including which types and combination of such accounts, if any, to open and use, and decisions about whether to use other products and services the Acorns Parties may offer from time to time. You are further responsible for all information provided to the Acorns Parties in your Investor Profile Questionnaire, and for updating such information as reasonable and necessary.

Notwithstanding anything to the contrary in this Program Agreement or any of the Supplements, the Acorns Parties do not provide tax, accounting, or legal advice, and nothing in this Program Agreement or the Supplements should be construed as such. You should consult with a tax, accounting, legal or other professional for individualized advice. 

    2. Service Providers in the Program and Their Roles

You acknowledge that the Acorns Parties provide the services that comprise the Program and that they may now and in the future, subject to applicable law, engage third party vendors or service providers to help them offer additional services, fulfill their duties, and/or exercise their rights under the Program Agreement and Supplements.

You acknowledge that Acorns Securities has engaged the IRA Custodian and Administrator to act as custodian and administrator for Acorns Later Accounts.
You acknowledge that Acorns Pay has engaged Lincoln Savings Bank and nbkc Bank, both FDIC insured, to act as its “Banks of Record” for Acorns Checking Accounts and issuers of debit cards for Acorns Debit Cards. The Banks of Record are not parties to this Program Agreement or any Supplement. You will be required to agree separately to the relevant Bank of Record Agreement applicable to your account prior to opening any Acorns Checking Account.

You acknowledge that Acorns Grow has engaged third party providers in connection with Acorns Earn and the Acorns Benefits Hub, including without limitation for purposes of estate planning, life insurance and certain tax services, as may be offered from time to time, and that any Acorns Party may engage future third party providers in connection with the Platform subject to applicable law.

Participation in, and access to, certain services or products made available by the Acorns Parties, including without limitation Acorns Earn and the Acorns Benefits Hub, may require you to agree separately to additional agreements applicable to such products or services, and which shall govern your relationship with the Acorns Parties and/or applicable third party providers. 

    3. Supplements

This Program Agreement is between the Acorns Parties and you, and pertains to the Program generally. You acknowledge that some or all of the Acorns Parties, through the Supplements, may have separate agreements with you that allocate separate sets of rights and obligations between you and the applicable Acorns Party, depending on the Account(s) that you have selected. You further acknowledge that none of the Acorns Parties, Banks of Record, or IRA Custodian and Administrator are responsible for the obligations of any of the other respective entities. In the event of any conflict between a Supplement and this Program Agreement, the applicable Supplement shall control unless otherwise indicated.

    4. Fees

       4.1 Subscription Fee, General

When you subscribe to the Platform, which may include one or more Managed Account(s) and may include one or more Acorns Checking Account(s), you agree to promptly pay Acorns Grow the Program Charge and Acorns Advisers any applicable Advisory Fee as set forth below for the Subscription Plan selected by you. Acorns Grow may, in its sole discretion, collect the entire Subscription Fee and allocate any applicable portion as an Advisory Fee to Acorns Advisers as further set forth herein. The Subscription Plans and corresponding Subscription Fees are as follows:

• Acorns “Bronze” (or any other successor Plan name, and formerly referred to as “Personal”): For a $3 monthly Subscription Fee, this Plan allows you access to an Acorns Green Card Checking Account, an Acorns Invest Account (Base Portfolio - ESG or Core), one or more Acorns Later Accounts, Acorns Earn, and basic financial wellness and educational content, provided that the Combined Monthly Balance among your applicable Managed Accounts, if any, on the Fee Date is less than $1,000,000;
• Acorns “Silver” (or any other successor Plan name, and formerly referred to as “Personal Plus”): For a $6 monthly Subscription Fee, this Plan allows you access to either the Acorns Green Card Checking and Emergency Fund Accounts or to the Acorns Mighty Oak Checking Emergency Fund Accounts, an Acorns Invest Account (Base Portfolio - ESG or Core), one or more Acorns Later Accounts, Acorns Earn, and enhanced financial wellness and educational content, provided that the Combined Monthly Balance among your Managed Accounts, if any, on the Fee Date is less than $1,000,000; 
• Acorns “Gold” (or any other successor Plan name, and formerly referred to as “Premium”): For a $12 monthly Subscription Fee, this Plan allows access to one or more Acorns Early Invest Accounts, either the Acorns Green Card Checking and Emergency Fund Accounts or to the Acorns Mighty Oak Checking and Emergency Fund Accounts, an Acorns Invest Account (Base and/or Custom Portfolio - ESG or Core), one or more Acorns Later Accounts, Acorns Earn, premium financial wellness and educational content, the Acorns Benefits Hub, and Acorns Early, provided that the Combined Monthly Balance among your Managed Accounts, if any, on the Fee Date is less than $1,000,000; 
• Promotional or Custom Subscriptions:  Acorns Grow may offer (i) promotional pricing, including a waived Subscription Fee, for new subscribers and/or limited-time offers for its existing Subscription Plans for its product offers, (ii) promotional pricing for existing subscribers following the change to, or discontinuation of, a Subscription Plan or applicable Subscription Fee associated with that Plan, including without limitation, the Acorns Assist program described below, (iii) a custom pricing model for a Subscription Plan that may offer unique or beta products, or a unique or beta combination of products, provided that subscribers to any such promotional or custom-priced Subscription Plan will have their actual monthly Subscription Fee amount disclosed prior to subscription; or (iv) as otherwise provided in Section 4.4 below.
• If your Combined Monthly Balance on the Fee Date is $1,000,000 or more and you do not have any Acorns Checking Account, a monthly Subscription Fee of $100 is charged per $1,000,000 of Combined Monthly Balance on the Fee Date (for the avoidance of doubt, the monthly Subscription Fee is one hundredth of one percent (.01%) of the number obtained by rounding your Combined Monthly Balance down to the nearest whole multiple of $1,000,000);
• If your Combined Monthly Balance on the Fee Date is $1,000,000 or more and you have either an Acorns Early Invest Account or an Acorns Checking Account, a monthly Subscription Fee of $100 is charged per $1,000,000 of Combined Monthly Balance on the Fee Date (for the avoidance of doubt, the Subscription Fee is one hundredth of one percent (.01%) of the number obtained by rounding your Combined Monthly Balance down to the nearest whole multiple of $1,000,000) plus an additional $5; and
• Acorns Assist: For a $1 monthly Subscription Fee, if you are an existing eligible customer who provides an initial and annual attestation of financial hardship to Acorns, this promotional Plan allows you to have an Acorns Invest Account (Base Portfolio), provided that you have a Monthly Invest Balance on the Fee Date of less than $1,000,000.

Subscription Fees are non-refundable and billed in arrears. The Subscription Fee includes, as applicable:

(A) the Advisory Fee ($0.10) to Acorns Advisers for access to:

• Advisory Services provided by Acorns Advisers,
• Covered Brokerage Services provided by Acorns Securities in connection with your Managed Account(s),
• the services that the IRA Custodian and Administrator provide as custodian and administrator of any Acorns Later Accounts in which you participate, and 

(B) the Program Charge (the Subscription Fee less the applicable Advisory Fee) for access to one or more of the following services, subject to the applicable Subscription Plan selected by you and/or any applicable promotional subscriptions:

• Banking Services provided by Acorns Pay in connection with the Bank(s) of Record,
• services provided by Acorns Early (or GoHenry By Acorns, as applicable to your date of sign up),
• Acorns Earn,
• the Acorns Benefits Hub,
• educational content and newsletters, and
• Acorns’ overall financial wellness system, and other services and products as provided by the Acorns Platform from time to time 

The amount of the Subscription Fee depends on which Subscription Plan you select, and, as set forth above, the Combined Monthly Balance in your Managed Accounts. If a Managed Account does not have a positive balance, Acorns Advisers will not charge an Advisory Fee and instead, the entire Subscription Fee will be allocated to the Program Charge.

You acknowledge (1) that the Subscription Fee is a fixed fee based on the Subscription Plan in which you are enrolled and, depending on your circumstances, may be disproportionately high relative to the assets in your Managed Account(s), and (2) that the Subscription Fee is reasonable for the services you receive regardless of the assets in your Managed Account(s).

See Schedule 1 below for additional fees that might apply to your Account(s), as applicable.

       4.2 Debit Authorization to Pay Subscription Fee

PREAUTHORIZATION OF MONTHLY ELECTRONIC FUNDS TRANSFER FROM YOUR FUNDING SOURCE: By clicking “I agree” to enter into this Program Agreement, you authorize the Acorns Grow (and Acorns Advisers, as to any applicable Advisory Fee), by and through any of their agents, for the entire period in which you are subject to a Subscription Fee under this Section 4, to process a recurring Electronic Funds Transfer debit from your Funding Source in the amount specified in this Section 4, for each Fee Date occurring from the date you open your Acorns User Account through such date as you close your Acorns User Account and all Managed Account(s) and Checking Account(s). Any Electronic Funds Transfer debit that you preauthorize in the preceding sentence will result in an Electronic Funds Transfer from your Primary or Secondary Funding Source, as applicable, to Acorns Grow (and/or to Acorns Advisers, as to any applicable Advisory Fee), by and through their agents, to pay any applicable Subscription Fee. Acorns Grow or any of its agents may charge a fee if your Electronic Funds Transfer debit fails due to insufficient funds in your Funding Source.

You will pay the applicable Subscription Fee specified in Section 4.1 by a recurring monthly Electronic Funds Transfer debit that deducts money from your Primary Funding Source. If Acorns Grow is unable to collect your full Subscription Fee via Electronic Funds Transfer debit from your Primary Funding Source, for any reason, including but not limited to insufficient funds in, closing of, or disconnection of your linked Primary Funding Source, you authorize Acorns Grow (and Acorns Advisers, as to any applicable Advisory Fee), by and through any of their agents, to collect your monthly Subscription Fee from the following sources, which will be attempted in the order specified, and as further described in Section 4.3 below and Section A6.3 of the Investment Advisory Agreement Supplement: (i) your Secondary Funding Source, if any; (ii) through the sale of ETF shares (and/or Stocks, if using a Custom Portfolio) in your Acorns Invest Account, if any; (iii) through the sale of ETF Shares in your Acorns Later account, if any; or (iv) through the sale of ETF shares in an Acorns Early Invest Account, for which you are custodian, if any. If Acorns Grow is unable to collect your Subscription Fee via Electronic Funds Transfer payment from your Secondary Funding Source, the applicable Acorns Party may also collect fees relating to your Account(s) as set forth in Schedule 1 in its sole discretion. The Acorns Parties reserve the right to cease offering you services under this Program Agreement if your Primary and/or Secondary Funding Sources fail for any reason or if the Acorns Parties are otherwise unable to collect your Subscription Fee. Acorns Grow further reserves the right in the future to use either the Green Card and/or Mighty Oak Emergency Fund Accounts as a Secondary Funding Source and you understand and agree that the use of the Green Card and/or Mighty Oak Emergency Fund Accounts as a Secondary Funding Source does not constitute a material change to this Program Agreement.

       4.3 Liquidation of Managed Account Holdings to Pay Fees

In the event Acorns Grow (or Acorns Advisers, as to any Advisory Fee) is unable for any reason to collect your Subscription Fee by debiting your Primary or Secondary Funding Source, pursuant to the authority you grant to Acorns Advisers under Section A6.3 of the Investment Advisory Agreement Supplement, Acorns Advisers may instruct Acorns Securities to initiate sales in one or more of your Managed Accounts and use the proceeds to satisfy or partially satisfy any current or past fees due to Acorns Grow or Acorns Advisers and to allocate such proceeds to another Acorns Party in the Acorns Parties’ discretion under this Program Agreement (including the Supplements) relating to your Acorns Subscription.

If Acorns Advisers, by and through Acorns Securities or the IRA Custodian and Administrator, liquidates ETF Shares or Stock to satisfy your monthly Subscription Fee, it may continue to liquidate ETF Shares or Stock to cover your Subscription Fee each month thereafter in which it is unable to collect from your Primary or Secondary Funding Source.

       4.4 Discretion to Waive or Customize Fees

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

         4.4.1 Initiatives with Waived Fees

Acorns Grow and/or Acorns Advisers, as applicable, may from time to time elect to launch promotions or other initiatives whereby Subscription Fees are waived, in whole or in part, for certain categories of clients (such as, for example but not limitation, students and/or military veterans). Any such initiative (i) may be expanded, narrowed, suspended, canceled or modified at any time by Acorns Grow and/or Acorns Advisers in their sole discretion; and (ii) will be subject to rules, guidelines and/or terms and conditions, if any, that Acorns Grow and/or Acorns Advisers, as applicable, determine in their sole discretion to apply in connection therewith (which rules, guidelines and/or terms may be included on the Acorns Website, on the Acorns Website landing pages, the Application, and/or elsewhere). To the extent that any such program or initiative is canceled or terminated, Acorns Grow and/or Acorns Advisers, as applicable, will, after giving impacted clients notice, begin prospectively charging clients the then-current Subscription Fees pursuant to the preauthorization in the applicable Supplement(s). You agree and acknowledge that Acorns Grow and/or Acorns Advisers will have sole discretion in determining whether or not any Existing Client or Prospective Client meets the requirements to participate in and/or benefit from any such program or initiative, and no Acorns Party will 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, including with the termination thereof.  

    5. Websites and Applications

       5.1 Privacy and Data Security

By entering into this Program Agreement, you acknowledge receipt of the Privacy Notice available on the Acorns Website and/or Application, as may be amended from time to time. The Privacy Notice describes the general policies of the Acorns Parties regarding use and sharing of information and the non-public personal information provided to or collected by the Acorns Parties in connection with accessing the Platform, the Application, and/or the Website, or the opening, and carrying of, any Acorns User Account, Managed Account(s) and/or Checking Account(s). You agree that the rights and obligations of the Acorns Parties and you relating to your personal information are defined in the Privacy Notice, subject to the terms and conditions of this Program Agreement, the Supplements, and applicable law. None of the Acorns Parties warrants or guarantees secure access to the Acorns Website, the Application, or Portfolio Advice Application. If unauthorized individuals or organizations access or misappropriate your personal information, none of the Acorns Parties will be liable for any damages resulting from such unauthorized access or misappropriation to the greatest extent permitted by applicable law. You agree that, if you have claims against the Acorns Parties regarding the handling of your personal information, your remedies will be only those expressly provided by applicable law, in accordance with this Program Agreement and Supplements.

       5.2 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.

       5.3 Terms of Use

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

    6. Client Information

You acknowledge and agree that, subject to the terms and conditions of any applicable Supplement and the Privacy Notice, Acorns Advisers relies on the Client Information to provide the Advisory Services and other services through the Platform, including, without limitation, the recommendation by the Portfolio Advice Application of the Suggested Portfolio. You further acknowledge and agree that Acorns Advisers may share some or all of the Client Information with other Acorns Parties, GoHenry, Inc. d/b/a Acorns Early, the Banks of Record, and the IRA Custodian and Administrator, and that, subject to the terms and conditions of the Brokerage Supplement, the Custom Portfolio Supplement, and the Checking Account Supplement, the Acorns Parties and/or the Banks of Record may rely on such Client Information to perform certain services through the Platform, including, without limitation, compliance functions such as verifying your identity for anti-money laundering and counterterrorist financing purposes and confirming that U.S. firms such as the applicable Acorns Party and the Banks of Record are permitted to provide you with services in accordance with applicable U.S. economic sanctions against various countries, individuals and organization.

You represent and warrant to the Acorns Parties and the Banks of Record that all Client Information that you supply about yourself is true, accurate, complete, and current. You agree to promptly update any Client Information you provide to the Acorns Parties and/or the Banks of Record that is no longer accurate using the Acorns Website or Acorns Application. You agree to indemnify and hold harmless the Acorns Parties and any other Indemnified Persons 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. 

    7. 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 or pay a Subscription Fee comes from, will come from or will be used to promote the conduct of, any crime or other illegal activity. You further represent, warrant, and covenant that only checking accounts for which you are an individual owner will be used as a Funding Source and that you will not link any account that does not belong to you. 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 Acorns Account of yours and/or any accounts provided as a Primary or Secondary Funding Source other than you and/or any other individual person 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 external Funding Source (not including an Acorns Checking Account, as applicable) linked to each Acorns Account and/or Acorns User Account at any time.

    8. Electronic Delivery Consent

When you agree to enroll in the Program by entering into this Program Agreement and the Supplements, you consent to receive any and all advice, documents, information, or other communications from the Acorns Parties and the Banks of Record electronically through the Websites, the Application, or the Portfolio Advice Application, to the email provided, or otherwise over the internet. BY CLICKING THE BUTTON TO INDICATE “I AGREE” TO ENTER INTO THIS PROGRAM AGREEMENT AND ANY SUPPLEMENT(S) (OR OTHERWISE INDICATE THAT YOU UNDERSTAND AND ACCEPT THE TERMS HEREIN), AND BY YOUR CONTINUED USE OF THE PLATFORM AFTER THE EFFECTIVE DATE OF ANY AMENDMENT(S) THERETO, YOU AGREE YOU ARE SIGNING AND ACCEPTING THIS PROGRAM AGREEMENT AND ANY SUPPLEMENT(S), AS MAY BE AMENDED FROM TIME TO TIME, AND GRANT YOUR INFORMED CONSENT TO RECEIVE ELECTRONICALLY AND/OR FOR TRANSACTIONAL MESSAGING ONLY BY TEXT MESSAGE, ANY STATEMENTS, CONFIRMATIONS, PROSPECTUSES, PROXY AND VOTING MATERIALS, DISCLOSURES, TAX REPORTS, NOTICES, AND OTHER DOCUMENTS AND/OR INFORMATION RELATING TO THE PROGRAM, INCLUDING EARN REWARDS NOTIFICATIONS, AMENDMENTS TO THIS PROGRAM AGREEMENT, SUPPLEMENTS, ADDITIONAL SUPPLEMENTS AND OTHER COMMUNICATIONS (“COMMUNICATIONS”) TRANSMITTED TO YOU IN RELATION TO THE PROGRAM.

We may also periodically send you emails that directly promote the Platform (for example, new offerings or features we provide, recommendations, special offers or promotions). When you receive such promotional emails from us you will have the opportunity to "opt-out" by following the unsubscribe instructions provided in the email you receive.

If you have separately and expressly consented to receive messages and/or information via text messages from the Acorns Parties, Communications, including marketing communications, may be sent via text message to the phone number you provided. To opt-out of marketing text messaging reply STOP to a text message from Acorns Parties at any time. DATA RATES MAY APPLY. You are solely responsible for any carrier charges incurred as a result of phone and/or text communications from the Acorns Parties. The Acorns Parties are not liable for delayed or undelivered messages.

Notwithstanding anything in this Program Agreement and Supplements to the contrary, you may request paper copies of Tax Forms or any other communication that an applicable Acorns Party is required by applicable law or regulation to provide on request. Your informed consent to electronic delivery will apply to each Tax Form or other communication that the Acorns Parties are otherwise required by applicable law or regulation to provide on request to you in paper, unless and until you revoke it. You may update your email address for electronic delivery, or revoke or limit your informed consent to electronic delivery, at any time by sending an email to support@acorns.com. 

Notwithstanding anything in this Program Agreement and Supplements to the contrary, you agree that, if you revoke or limit your informed consent to electronic delivery, the applicable Acorns Party 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, the Acorns Parties and/or the applicable Bank of Record may send you paper communications or request that you send paper communications to any of them. If you revoke this consent to electronic delivery, or if you are deemed to revoke consent because your email address is not valid, the Acorns Parties reserve the right to terminate any and all services provided to you by any Acorns Party.

Electronic communications are deemed delivered to and received by you when sent by the applicable Acorns Party, regardless of when you actually receive or access the communications. Delivery of a communication may consist of an email containing a hyperlink to a website or other portal or application where the communication may be accessed. Once the Acorns Parties send a communication containing a hyperlink to you and/or posts the communication on its Website, it is deemed to have delivered the communication to you in a form that you can retain and print. The Acorns Parties may, in their sole discretion, deliver communications in paper format to your primary address of record or otherwise as required or permitted by applicable law or agreement.

You agree to immediately notify the Acorns Parties in writing of changes in your Client Information. It is solely your responsibility to provide accurate Client Information to notify the Acorns Parties immediately if you have difficulty accessing or viewing an electronically sent or accessible communication. You agree that the Acorns Parties are not responsible for any losses that you incur due to any failure to access or view Communications if you fail to maintain accurate Client Information.

    9. Term

       9.1 Effective Date

This Program Agreement and any Supplements become effective the date you click “I Agree” (or similar words) to enter into them. The Acorns Parties may amend this Program Agreement and/or any Supplements at any time, and any such Amendments will be effective immediately unless otherwise specified upon distribution in whatever electronic format chosen by the Acorns Parties in their sole discretion, including by posting the amendment on the Acorns Website and through the Application for changes that are not material to any Acorns Managed Account. This Program Agreement will continue in full force and effect until terminated in writing as set forth below. Either party may terminate this Program Agreement at any time upon notice to the other party as provided in this Program Agreement, and upon the closing of all open Acorns Accounts in the case of an Acorns User; provided that either party may terminate this Program Agreement immediately on a material breach of this Program Agreement or any Supplement by the other party. Termination will not affect the rights or obligations of the parties prior to the date of termination, nor any such other rights and obligations herein that by their nature should survive termination, or as otherwise required by applicable law, rule, or regulation.

       9.2 Suspension of Services

You agree that the Acorns Parties, the Banks of Record, and the IRA Custodian and Administrator, and any of their affiliates or contractors (the “Suspending Party”), 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 the applicable Suspending Party believes in good faith and in its sole discretion that such suspension or delay is necessary or appropriate (i) to ensure compliance with, or to avoid violating, any law or regulation applicable to the particular Suspending Party 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 the Suspending Party or a transaction relating to the Program; (iii) to avoid a loss to you, the Suspending Party; (iv) to remediate or otherwise address problems with technology; (v) due to interruptions in the access to or operation of any technology that the Suspending Party directly or indirectly uses in connection with the Program; (vi) if the Suspending Party suspects there may be unauthorized or fraudulent activity related to the account, including without limitation any deposits or withdrawals in a pattern suggesting suspicious activity; or (vi) as a result of, or to prevent, a breach or violation of any term, condition, or other provision of this Program Agreement, any Supplement, or any other applicable terms and conditions, including but not limited to a breach or violation of the Referral Agreement and other promotional terms and conditions. 

If the Suspending Party permanently suspends all or some of your services under the Program, including the management of invested funds in your accounts, the applicable Acorns Party may credit to your Invest Account or transfer to your Funding Source (including any Acorns Checking Account, as applicable) the prorated Subscription Fee for the period during which all services for your Managed Accounts and/or Acorns Checking Accounts were suspended. If the Suspending Party suspends all or some of your access to the Platform temporarily, you will continue to be charged your Subscription Fee while your account remains in a suspended state, which such Subscription Fee may be waived in the Acorns Parties’ sole discretion.  

This Section includes without limitation to any other right, the right of Acorns Advisers and/or Acorns Securities to place a hold on, and suspend services related to, any Managed Account for up to 75 days in they suspect in their sole discretion fraudulent and/or otherwise unauthorized activity, including activity which may result in a loss to the Acorns Parties. During the hold period, your balance will not be subject to market fluctuations and a Subscription Fee waiver will be applied. If this hold period applies to you, you will be provided written notice and the date on which your funds will be released.

       9.3 Voluntary Subscription Termination

You agree that if you elect to terminate your Subscription to the Platform, each of your Managed Accounts and Acorns Checking Accounts must first be closed and liquidated pursuant to this Program Agreement and terms of the applicable Supplements. Subject to the closure of each and all Managed Accounts and Acorns Checking Accounts, as applicable, you may proceed to terminate your Platform subscription utilizing the closure feature within the Application or by contacting customer support.   

       9.4 Death of Accountholder

You agree that upon the death of an Acorns User, with regard to any Acorns Account in which the Acorns User has an interest, the Acorns Parties are not required to take action until such documents have been received establishing that the Acorns User is deceased. Upon the receipt of such documentation, the Acorns Parties are authorized to transfer any funds held in such accounts to the named beneficiary(ies) upon verification of the beneficiary(ies).

If there is no named beneficiary, as to any open Acorns Invest Account and/or Acorns Later Account(s), you agree that the Acorns Parties may, in their sole discretion, create an account to transfer the funds in your applicable Acorns Accounts (“Decedent Account”). With respect to such Decedent Account(s), you agree: (a) the Acorns Parties may obtain paperwork necessary in their sole discretion from the administrator and/or executor of your estate to verify the identity thereof; (b) the Decedent Account(s) will not be accessible via, and/or have limited functionality on, the Application and the Acorns Website; and (c) no transactions will be permitted in the Decedent Account(s). You further agree (i) the Acorns Parties are not responsible for determining the tax consequences of any Decedent Account; and (ii) to hold harmless, indemnify, and defend the Acorns Parties and their affiliates, employees, officers, directors, and agents from any claim, loss, or liability resulting from any distribution thereafter to the beneficiary(ies), administrator, and/or executor, made as requested or authorized under this Section. 

    10. Promotions

       10.1. Reward Shares

From time to time, you may be granted Reward Shares in a promotion funded by an Acorns Party. 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 or Stock to a Broker Dealer other than Acorns Securities until the earlier of (i) the day after you make a Deposit into your Acorns Invest 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 Invest Account open for the entire Retention Period, as applicable to the terms and conditions of the promotion. 

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 Invest 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 or Stock to a Broker Dealer other than Acorns Securities. You acknowledge that the Reward Shares, like any other ETF Shares or Stocks, may decline in value or be used to pay some or all of the Subscription Fee or other charges in accordance with the Program Agreement and Supplements. You acknowledge and agree that the Acorns Parties may receive compensation from one or more third parties in connection with an Earn Rewards promotion relating to an Acorns Invest Account, including compensation that is more than the value of the Reward Shares you receive into an Acorns Invest Account as Earn Rewards in connection with the promotion. Reward Shares promotions do not apply to other Acorns Managed or Checking Accounts.

To be eligible for any Reward Shares, your Acorns Account and all open product accounts must be in Good Standing at all times applicable to the promotion, in the applicable Acorns Party’s sole discretion. You agree that the applicable Acorns Party may decline to grant, reverse, rescind, claw back, and/or otherwise liquidate any Reward Shares and any security or related dollar proceeds derived from such Reward Shares if, by way of example and not limitation, your account is no longer maintained in Good Standing, you are found to have engaged in any suspected fraudulent, illegal, or otherwise unauthorized activity with respect to any Acorns Account, or have otherwise breached the terms of this Program Agreement, any Supplement, or any other applicable terms and conditions, including but not limited to a breach or violation of the Referral Agreement. To the extent that your Acorns Invest Account does not have adequate funds to repay the Reward Shares, the provisions of Section 4.3 will apply.

       10.2. Earn Rewards

You acknowledge and agree that the Acorns Parties may receive compensation from one or more third parties in connection with an Earn Rewards promotion relating to an Acorns Invest Account, including compensation that is more than the value of the Reward Shares you receive into an Acorns Invest Account as Earn Rewards in connection with the promotion. Reward Shares promotions do not apply to other Acorns Managed or Checking Accounts at this time, but may in the future in accordance with promotion terms.

       10.3. Other Promotions

From time to time, one or more of the Acorns Parties may offer promotional services, features, or sweepstakes, including by way of example and not limitation, the Acorns Referral Program, Later Match, and Early Match. You agree that by participating in such promotions you are bound by all terms applicable thereto and that the applicable Acorns Party may terminate such promotions in its sole discretion. You further agree that the addition, termination, or modification of any promotion, whether or not referred to specifically herein, does not constitute a material change to this Program Agreement. 

    11. Liability

       11.1 General Limitation

Subject to applicable law, you agree that none of the Acorns Parties or Indemnified Persons, or their respective officers, directors, members, owners, and employees, will be liable under this Program Agreement or any Supplement for their actions or omissions absent their gross negligence, willful misconduct, breach of any fiduciary duty under applicable law or violation of applicable law.

Subject to applicable law, neither the Acorns Parties, the Indemnified Persons, nor any of their respective officers, directors, members, owners, and employees will be liable for:

• (i) damages (including losses, lost opportunities, and lost profits) relating to differences between projected or potential performance and actual results;
• (ii) any indirect, incidental, consequential or punitive damages or any damages for lost profits or anticipated benefits, even if they have been advised of the possibility of such damages; or
• (iii) any force majeure or other events beyond the control of the Acorns Parties, such as, without limitation, any electronic or mechanical equipment failure, unauthorized access, operator errors, governmental restrictions, exchange or market rulings, strikes, pandemics, acts of war or terrorism, severe weather, “acts of God,” or other circumstances outside the control of the Acorns Parties, even if such cause was reasonably foreseeable.

Without limiting any other indemnity provision of this Program Agreement or Supplements, you agree to indemnify and hold harmless the Acorns Parties and the Indemnified Persons from any loss, damage, or liability arising out of any transaction in which Acorns Advisers acts directly or indirectly as your investment adviser or an Acorns Party acts directly or indirectly as your agent, absent any breach of any fiduciary duty under applicable law by Acorns Advisers or any other Acorns Party, or willful or grossly negligent conduct by the applicable Acorns Party or Indemnified Person.

NEITHER THIS SECTION 11.1 NOR ANYTHING IN THIS PROGRAM AGREEMENT OR ANY SUPPLEMENT LIMITS OR WAIVES:

• (i) ANY RIGHTS YOU HAVE UNDER APPLICABLE FEDERAL AND STATE LAWS GOVERNING THE PROVISION OF INVESTMENT ADVISORY OR FIDUCIARY SERVICES TO YOU (INCLUDING AS APPLICABLE THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND THE INTERNAL REVENUE CODE, AS AMENDED, APPLICABLE TO RETIREMENT ACCOUNTS);
• (ii) ANY OBLIGATION TO ACT IN YOUR BEST INTERESTS WHEN PROVIDING THESE SERVICES TO YOU; OR
• (iii) PREVENT YOU FROM SEEKING RECOURSE FROM THE ACORNS PARTIES IN CONNECTION WITH SUCH RIGHTS.

THE ACORNS PARTIES ENCOURAGE YOU TO CONSULT WITH YOUR LEGAL COUNSEL CONCERNING THOSE RIGHTS BEFORE ENTERING INTO THIS PROGRAM AGREEMENT AND ANY TIME YOU HAVE QUESTIONS ABOUT SUCH RIGHTS.
  

       11.2 Access and Technology Problems

You acknowledge that access to any service under this Program Agreement and related Supplements that is accessible through the internet may be limited or unavailable from time to time. You agree that none of the Acorns Parties or Indemnified Persons will 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 any services under this Program Agreement and related Supplements accessible through the internet or cellular service. Without limiting the generality of the preceding sentence, none of the Acorns Parties or Indemnified Persons will 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 Parties. You agree that none of the Acorns Parties or Indemnified Persons make any warranty of any kind, express or implied, regarding the usability or functionality of the Acorns Website, the Application, or the Portfolio Advice Application or any other hardware, software, or technology used in connection with the Program.  

       11.3 Website Content

The Acorns Parties may enhance, supplement, modify, or remove content on the Acorns Website and/or Application at any time for any reason without notice to you but will have no duty to update such content. You acknowledge that there may be inaccuracies or typographical errors in content on the Acorns Website, the Application, and/or websites linked to either of the Acorns Website or Application from time to time and agree that the Acorns Parties 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 Acorns Website or Application are not necessarily monitored, reviewed, investigated, verified, validated, or endorsed by the Acorns Parties. The Acorns Parties are not responsible for the accuracy or reliability of any information on the Acorns Website or Application to the greatest extent permitted by applicable law.  

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.

       11.4 Independent Contractors

None of the Acorns Parties or Indemnified Persons will be liable for the acts or omissions of their vendors or other contractors, including the ACH Operator, the Clearing Broker, the Banks of Record, or any third party participating in a Promotion relating to Earn Rewards or otherwise providing services in connection with your Acorns User Account. Without limiting the foregoing, the Acorns Parties do not warrant or guarantee that any or all money, credits, or other property that might be necessary to fund Earn Rewards in a promotion will be received in connection with the Program. Notwithstanding the terms and conditions of any Earn Rewards promotion, you acknowledge and agree that you will have no right to receive any Earn Rewards from the Acorns Parties, to the extent any third party fails to pay the applicable Acorns Party in connection with the applicable promotion.

       11.5 Automated Clearing House (ACH) And Other Electronic Funds Transfer Transactions

You acknowledge that it is your responsibility to provide correct and legitimate payment instructions for your Funding Source to the Acorns Parties, and the ACH Operator, or any other electronic funds transfer operator used by the Acorns Parties, when requested in connection with the Program. You agree to be bound by the National Automated Clearing House Association operating rules and any applicable ACH or other Electronic Funds Transfer operating rules. You acknowledge that mismatched, incorrect, or incomplete identifying information regarding your Funding Source or in payment instructions to make a Deposit or Round-Ups® Deposit or pay Subscription Fees may result in an Electronic Funds 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 the applicable Acorns Party may request, and the ACH Operator or Carrying Broker may make, Electronic Funds Transfer Withdrawals solely by reference to the account number of the recipient. The Acorns Parties and the ACH Operator will not be obligated by any provision of the Program Agreement or any Supplement to determine whether there is a discrepancy relating to names or account numbers in transfers between any of your Accounts and your Funding Source. You agree to indemnify and hold all Acorns Parties, 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 Electronic Funds Transfer to make a Deposit, Round-Ups® Deposit, or Withdrawal, or pay Subscription Fees. You agree that processing of Electronic Funds Transfers for Deposits, Round-Ups® Deposits, Withdrawals, or Subscription Fees may be delayed for five (5) Business Days for ordinary course requests, or longer pursuant to the Acorns Parties’ policies, if we suspect there may be unauthorized or fraudulent activity related to the account. If you believe that a transfer has not been properly credited to you, you agree to notify the Acorns Parties promptly. You agree that money transferred from your Funding Source may not be reflected in a Deposit or Round-Ups® Deposit credited to your Managed Account(s) or available during delays.

YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING SUFFICIENT FUNDS IN YOUR FUNDING SOURCE TO COVER ALL DEPOSITS AND ROUND-UPS® DEPOSITS. FAILURE TO DO SO MAY RESULT IN OVERDRAFT OR OTHER FEES BY YOUR BANKING INSTITUTION THAT MAINTAINS YOUR FUNDING SOURCE. SUCH FEES ARE NOT COLLECTED OR IMPOSED BY THE ACORNS PARTIES. You agree that, notwithstanding anything to the contrary in this Program Agreement or any Supplement, the Acorns Parties and the Indemnified Persons will not be liable for, and make no representations with respect to, Electronic Funds 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 Electronic Funds Transfer associated with a Deposit, Round-Ups® Deposit or payment of any Subscription Fee is provisional until the applicable Acorns Party receives payment. Without limiting any other rights of the Acorns Parties to delay a Withdrawal or deny a request for a Withdrawal, the Acorns Parties reserve the right to delay or prevent a Withdrawal of the proceeds of any Deposit or Round-Ups® Deposit pending verification of final payment. If the applicable Acorns Party does not receive final payment, or if any of your Acorns Account(s) have been credited by mistake, you authorize Acorns Advisers to instruct Acorns Securities to reverse the credit to your affected Acorns Account(s) or you will otherwise reimburse Acorns Securities if assets in your affected Acorns Account(s) are not sufficient. If a payment funding a Deposit or Round-Ups® Deposit does not become final, the originator (which is you in the case of a Deposit or Round-Ups® Deposit originating in your Funding Source, your employer in the case of an employer contribution to an Acorns Traditional IRA Custodial Account that is a simplified employee pension plan individual retirement account, and the holder of Earn Rewards in the case of an Acorns Invest Account receiving Earn Rewards) will not be deemed to have paid you in your applicable Account.

         11.5.1 Recurring Transfers

You authorize the Acorns Parties and/or the Banks of Record when acting as Service Providers to make recurring electronic debits and credits to your Funding Source or Acorns Checking Account as initiated by you for the amounts and frequencies you identify, and, if necessary, to correct erroneous debits and credits. The Service Providers’ authorization to initiate debit and credit entries from and to your Funding Source or Acorns Checking Account will remain in full force and effect until you notify a Service Provider that you wish to revoke this authorization with respect to a particular Service Provider by emailing support@acorns.com or making such changes in the Application, if available and the applicable Service Provider has acknowledged such revocation. You must notify the Service Providers at least three (3) Business Days before the scheduled debit date in order to cancel this authorization. If the Service Providers do not receive notice at least three (3) Business Days before the scheduled debit date, the Service Providers may attempt, in their sole discretion, to cancel the debit transaction. However, the Service Providers assume no responsibility for their failure to do so. Please note that withdrawal of your electronic authorization contained in this Section will not apply to ACH or Electronic Funds Transfer transactions taking place before the withdrawal of your authorization becomes effective.

In accordance with this Program Agreement, you represent that the transfers you authorize comply with applicable law. The Service Providers reserve the right to delay or prevent transfers of funds in accordance with applicable laws.

    12. Miscellaneous

       12.1 Governing Law

This Program Agreement including the Supplements will be construed under Delaware law, which will govern as if they were entered into and intended to be performed in the state of Delaware.

       12.2 Entire Agreement

You acknowledge and agree that this Program Agreement and each Supplement as they may be amended from time to time in accordance with their terms, constitute the entire understanding between you and the Acorns Parties with respect to this Program Agreement and the Supplements. You acknowledge and agree that this Program Agreement and the Supplements supersede any previous agreements with the Acorns Parties.

        12.3 Severability

If any provision of this Program Agreement including any Supplement(s) is held unenforceable or invalid under any law, rule, or administrative or judicial order or decision, that holding will not alter the enforceability or validity of this Program Agreement’s and applicable Supplement(s)’ remaining provisions to the greatest extent allowable by law.

        12.4 Survival

The provisions of Section 4 (Fees), Section 5.1 (Privacy and Data Security), Section 6 (Client Information), Section 11 (Liability), and Section 13 (Dispute Resolution – Mandatory Arbitration) shall survive the termination of this Program Agreement or any Supplements, as well as all such other rights and obligations herein that by their nature should survive such termination. 

       12.5 Interpretation

Headings in this Program Agreement and Supplements are descriptive and for convenience only. The headings do not alter the scope of the rights and obligations created by this Program Agreement or the Supplements, or the terms and conditions under either of them. Defined terms will have their assigned meanings wherever used in this Program Agreement and any Supplement, regardless of whether the terms are defined in the Definitions Section of this Program Agreement or used in the singular or the plural. 

No provision in this Program Agreement or any Supplement granting any right or authority to Acorns Advisers, its parent company or any of the Acorns Parties or agents will be deemed to preclude or limit or lessen any other right or authority granted to Acorns Advisers, its parent company or any of the Acorns Parties or agents under this Program Agreement or any Supplement unless the preclusion, limitation or lessening is stated expressly. No course of dealing between you and an Acorns Party, nor any delay by an Acorns Party in exercising any rights or remedies under this Program Agreement or any Supplement, will be deemed to be a waiver of such rights or remedies. Any such right or remedy may be exercised as often as an Acorns Party may determine in its sole discretion.

        12.6 Notice

You acknowledge that the usual way the Acorns Parties will provide you notice under this Program Agreement and any Supplement, including notices of new versions when modified pursuant to Section 12.10 below, is by posting such notices on the Acorns Website and/or the Application; provided that the Acorns Parties will also provide you with notice of material changes to any Acorns Managed Account via email or other written communication. You agree to check the Acorns Website and the Application frequently. If (i) required by applicable law; (ii) as set forth in Section 12.10 below regarding material amendments, and/or (iii) if decided in their sole discretion, the Acorns Parties may provide you with notices by other means, including emails linking to the Acorns Website or Application, other emails, and traditional mail.

        12.7 Geographic Scope of Program

You represent and warrant that you are a lawful resident of the United States or serving in the United States military living temporarily outside of the United States 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 an Acorns User Account or any other Acorns Account through the Acorns Website or in the Application. You acknowledge that the Program is intended solely for natural persons who are citizens or other lawful residents of the United States and who are located in the United States and that none of the Acorns Parties intend to offer the Program, any securities, or any other products or services outside the United States. You acknowledge that the Acorns Parties do not offer the Program to non-resident aliens subject to tax withholding. None of the Acorns Parties 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. 

        12.8 Authority

You represent and warrant that you have the full power and authority to enter into each of this Program Agreement and Supplements. You certify that you are over eighteen (18) years of age or of legal age to enter into contracts in the state where you live, whichever is older. You agree that, when you sign below, this Program Agreement and the Supplements 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 this Program Agreement and the Supplements.

        12.9 No Conflict

You represent and warrant that no term of this Program Agreement or any Supplement you select conflicts with or violates any duty you have under any law, regulation, or agreement.

        12.10 Amendment and Consents

You understand and agree that the Acorns Parties may amend this Program Agreement and any Supplement from time to time by (i) providing you with notice of material changes to any Acorns Managed Account via email or other written communication; and (ii) posting the amendment on the Acorns Website or through the Application for all other changes, and, accordingly, you further agree to check the Acorns Website and/or the Application for amended versions of this Program Agreement and Supplements. You understand and agree that your continued use of the Platform, including but not limited to not closing any of your Acorns Accounts, maintaining an Acorns User Account, and/or using any service provided in the Platform without objecting after the effective date of an amendment, indicates your acceptance of this Program Agreement and any Supplement and amendments thereto, and that you will be legally bound to its terms and conditions. Nothing in this Program Agreement or any Supplement will be deemed waived or amended without the prior express written consent of the applicable Acorns Party executed by a duly authorized representative of such Acorns Party.

Subject to applicable law, you agree that, in any matter for which your consent or agreement is required or for which any of the Acorns Parties may seek your consent or agreement, you will be deemed to have given your consent or agreement if the applicable Acorns Party sends you prior notice of such matter and indicates that you will be deemed to consent or agree to the matter if you do not object in the manner and by the deadline stated in the notice and you do not so object by the deadline stated in the notice.

        12.11 Assignment

You acknowledge that you may not assign your rights or obligations under this Program Agreement or any Supplement without the prior express written consent of the applicable Acorns Parties. Except as otherwise provided in an applicable Supplement, the Acorns Parties may assign their rights or obligations, including the right to collect any debit balance or other obligations owing in your Acorns Accounts or User Account to other present or future affiliated entities without giving notice to you or, if to any unaffiliated entity, upon written notice to you.  

    13. Dispute Resolution - Mandatory Arbitration

This Program Agreement contains an arbitration clause. Mandatory, individual arbitration applies to this Program Agreement and each Supplement and governs each contract, all transactions thereunder, any and all promotions or rewards offered by any of the Acorns Parties (including by example only and without limitation, the Acorns Referral Program, Later Match, and Acorns Earn) and/or any other interactions between the parties that relate to the relationship by and between you and any of the Acorns Parties, and any of their employees, officers, directors, owners, or members. By affirmatively confirming your consent to this Program Agreement, the Acorns Parties and you agree as follows:

• Except for individual complaints filed in small claims court consistent with the applicable jurisdictional limits or unless you opt-out as described below, the sole and exclusive forum and remedy for resolution of any claims will be final and binding arbitration pursuant to this Section.
• All parties to this Program Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed or otherwise in this Dispute Resolution provision.
• Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
• The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
• The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least twenty (20) days prior to the first scheduled hearing date.
• The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
• The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
• The rules of the arbitration forum in which the claim is filed, and any amendments thereto, will be incorporated into this Program Agreement.

        13.1. Mandatory Arbitration With Respect To Acorns Securities

All controversies that may arise between you and Acorns Securities concerning any subject matter, issue, or circumstance whatsoever (including controversies concerning any applicable Managed Account, Order, or transaction, or the continuation, performance, interpretation, or breach of this Program Agreement, any applicable Supplement, or any other agreement between you and Acorns Securities or between you and Acorns Advisers which involves services performed by Acorns Securities, whether entered into or arising before, on, or after the date this account is opened) will be determined by binding arbitration through FINRA to the extent applicable. 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 agreement except to the extent stated herein. For more information, including instructions on how to file an arbitration demand with FINRA, please visit https://www.finra.org/arbitration-mediation/learn-about-arbitration. Any disputes between you and Acorns Securities that cannot be arbitrated before FINRA will be determined by binding arbitration through the American Arbitration Association (the “AAA”) under its rules and procedures and, where appropriate, the then-current Supplementary Procedures for Consumer Related Disputes, as modified by this mandatory arbitration provision. See Section 13.2 below for more information.

        13.2. Mandatory Arbitration With Respect To All Acorns Parties Other Than Acorns Securities

All controversies that may arise between you and any Acorns Party (or any of the applicable Acorns Party’s officers, directors, employees, members, or owners) concerning any account, order, or transaction, or the continuation, performance, interpretation, or breach of this Program Agreement, any applicable Supplement, any other agreement between you and the applicable Acorns Party, all transactions thereunder, any and all terms and conditions published by any of the Acorns Parties, any promotions or rewards offered by any of the Acorns Parties (including by example only and without limitation, the Acorns Referral Program, Later Match, and Acorns Earn), and/or any other communications or interactions between the parties that relate to the relationship by and between you and any of the Acorns Parties, whether entered into or arising before, on, or after the date your Acorns User Account is opened, will be determined by binding arbitration through the AAA under its rules and procedures and, where appropriate, the then-current Supplementary Procedures for Consumer Related Disputes, as modified by this mandatory arbitration provision. For more information, including instructions about how to file an arbitration demand with AAA, please visit https://adr.org/consumer or call 800-778-7879.

        13.3. General Terms Applicable To All Mandatory Arbitrations (Under Section 13.1 and 13.2) 

You and the Acorns Parties acknowledge that judgment on any arbitration award may be entered in any court of competent jurisdiction.

This Section 13 survives the end of the relationship between you and the Acorns Parties, including without limitation cancellation or termination of this Program Agreement, any applicable Supplement, and any opt-out by you of electronic communications. 

Location and costs of arbitration: Unless you and the applicable Acorns Party agree to conduct arbitration by teleconference, videoconference, or otherwise, any arbitration hearing will take place in Irvine, California. The merits of the dispute shall be resolved in accordance with the laws of the State of Delaware, USA, without reference to its conflict of laws rules, choice of laws rules, or any other principles that would result in the application of a different body of law. Except for a dispute determined by the arbitrator to be frivolous or initiated in bad faith, the applicable Acorns Party will pay all filing fees and reimburse you for documented expenses up to a total amount of $2,000 and waives any rights it may have to recover an award of attorneys’ fees and expenses against you.

Claims against multiple entities: If there is a final judicial determination that applicable law and/or regulatory rules, including FINRA rules with respect to mandatory arbitrations related to Acorns Securities, preclude enforcement of this arbitration provision as to a particular claim for relief against a particular entity, then that claim (and only that claim) against that entity (and only that entity) must be severed from the arbitration provision and may be brought in court. Any other claims you have against any other entities that are not precluded from being arbitrated will remain subject to binding arbitration. For avoidance of doubt, this means that you agree to binding arbitration for all claims against all applicable entities to the maximum extent allowable under applicable law, even though you may have to proceed in different forums for the same or similar claims against different entities.

No class actions: NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS. UNLESS CONSENTED TO IN WRITING BY ALL PARTIES TO THE ARBITRATION, NO PARTY TO THE ARBITRATION MAY JOIN, CONSOLIDATE, OR OTHERWISE BRING CLAIMS FOR OR ON BEHALF OF TWO OR MORE INDIVIDUALS OR UNRELATED CORPORATE ENTITIES IN THE SAME ARBITRATION UNLESS THOSE PERSONS ARE PARTIES TO A SINGLE TRANSACTION. Unless consented to in writing by all parties to the arbitration, and except for public injunctive relief awarded under Delaware law, an award in arbitration will determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and will not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any claim of anyone other than a named party; or (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator will have the power or authority to waive, modify, or fail to enforce this section, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, will be invalid and unenforceable. Any challenge to the validity of this class waiver section will be determined exclusively by a court and not by the administrator or any arbitrator.

Arbitration opt-out: If you do not agree to arbitrate disputes as detailed herein, you may opt out of this arbitration provision for all purposes by sending an arbitration opt-out notice to support@acorns.com, within thirty (30) days of (i) the date of your electronic acceptance of the terms of this Program Agreement; or (ii) the date we notify you in writing regarding any material changes to this Section 13. The opt-out notice must clearly state that you are rejecting arbitration, identify this Program Agreement, provide your name and address, and be signed by you. If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of its authority to submit the opt-out notice on your behalf. 

Electronic Signature

If you would like to participate in the Program and have carefully reviewed this Program Agreement, including THE DISPUTE RESOLUTION - MANDATORY ARBITRATION PROVISIONS IN SECTION 13 OF THIS PROGRAM AGREEMENT, then click the “I Agree” button (or similar language).

BY CLICKING “I AGREE” (OR SUCH SIMILAR LANGUAGE), YOU AGREE TO ENTER INTO THIS PROGRAM AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, THE SUPPLEMENTS THAT APPLY AND ALL AMENDMENTS THERETO, AS DESCRIBED IN THIS PROGRAM AGREEMENT, TO THE PRODUCTS AND SERVICES I HAVE CHOSEN OR IN THE FUTURE WILL CHOOSE AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS, AS MAY BE AMENDED FROM TIME TO TIME, AND INCLUDING THE PRODUCT TERMS IN THE ATTACHED LINKED SUPPLEMENTS.

TO THE GREATEST EXTENT ALLOWABLE BY APPLICABLE LAW, YOUR ELECTRONIC SIGNATURE APPLIES TO ALL AMENDMENTS TO THIS PROGRAM AGREEMENT AND/OR SUPPLEMENTS AS SET FORTH IN SECTION 12.10 AMENDMENT AND CONSENTS.

Questions? Please contact Acorns Customer Service at:

PRODUCT TERMS AND CONDITIONS SUPPLEMENT

This Product Terms and Conditions Supplement (“Supplement”) is part of this Program Agreement. Unless otherwise defined in this Supplement, defined terms have the same meaning as in this Program Agreement. In the event any provision in this Supplement conflicts or is inconsistent with any provision of this Program Agreement, the provisions of this Supplement will control for matters or services related to this Supplement. When you open any Acorns Managed Account, the applicable product terms will apply to you related to all such open Managed Accounts at such time. 

    1. Managed Accounts

       1.1 Advisory Fee

When you open one or more Managed Accounts, a portion of your Subscription Fee charged will either be collected by Acorns Grow and allocated to Acorns Advisers as the Advisory Fee, or Acorns Advisers may collect any applicable Advisory Fee directly, in the Acorns Parties’ sole discretion.

For the purposes of any reporting of your Managed Accounts’ performance we may provide from time to time, Acorns Advisers will attribute some or all of the Advisory Fee, which is a portion of your Subscription Fee, to your Managed Accounts as follows:

• if, on the Fee Date, (i) you have one or more Managed Accounts; (ii) your Invest Account has a positive balance; and (iii) your Invest Account has a Monthly Invest Balance of less than $1,000,000, any Advisory Fee will be attributed to your Invest Account;
• if, on the Fee Date, your Invest Account does not have a positive balance but you have one or more Managed Accounts with a positive balance, the Advisory Fee will be attributed (i) first to your Later Account (or to the first Later Account you set up if you have more than one), if such Later Account has a positive balance; and (ii) second to your Early Invest Account (or the first Early Invest Account you set up if you have more than one), if your Early Invest Account has a positive balance, but neither your Invest nor Later Account(s) has a positive balance;
• if, on the Fee Date, your Combined Monthly Balance is $1,000,000 or more, your Advisory Fee will be attributed on a pro rata basis according to the Managed Account Value of each of your Managed Accounts; and
• if, on the Fee Date, no Managed Account has a positive balance, Acorns Advisers will not charge Advisory Fee and instead the entire Subscription Fee will be allocated to the Program Charge.

Additional portions of your Subscription Fee incurred in connection with choosing additional products or accounts, and not otherwise described above, will not be attributed to your Managed Accounts for the purposes of reporting performance of those accounts.

For certain users who opened an Acorns User Account before May 20, 2020, and certain other users that have their entire Subscription Fee allocated to the Advisory Fee as described herein and are enrolled in a Subscription Plan that includes an Acorns Invest Account and Acorns Later Account(s) with a Combined Monthly Balance on the Fee Date of less than $1,000,000, half the Advisory Fee will be attributed to your Acorns Invest Account and half will be attributed to your Acorns Later Account.

Acorns Advisers will not charge you any fee for the Advisory Services other than the Advisory Fee, which is included in your Subscription Fee as set forth above, provided that the applicable Acorns Party or any of its agents may charge a fee if a Deposit, including any Deposit at Will or Round-Ups® Deposit, or the payment of any Subscription Fee fails due to insufficient funds in your Funding Source. Acorns Securities will not charge you any fee in connection with the Program other than the Advisory Fee unless you request services beyond the Covered Brokerage Services. Acorns Pay will not charge you any fee in connection with the Banking Services other than the Program Charge, which is included in your Subscription Fee when charged by Acorns Grow. Additional fees may be incurred for specially requested services beyond the Advisory Services, the Covered Brokerage Services, and the Banking Services are described in Section 4. Notwithstanding anything to the contrary in this Program Agreement, you agree that, if you request the preparation and delivery of paper documents that the applicable Acorns Party normally provides in electronic form or that the applicable Acorns Party is not required to provide in paper form, the Acorns Parties may charge you additional fees for the preparation and delivery of such paper documents.

The Bank of Record for your Acorns Checking Account(s) will not charge you any fee in connection with any Acorns Checking Account, however you may incur fees for out-of-network ATMs or special services.

       1.2 Fees in Negligible Portfolio Situations

The Acorns Parties reserve the right to waive the Advisory Fee and/or the Subscription Fee in its sole discretion. If you have only one Managed Account with a Managed Account Value on your Fee Date of less than $1, the Acorns Parties reserve the right, in their sole discretion, to waive any amount of the Subscription Fee due in excess of the Managed Account Value, to close the applicable Managed Account and your Acorns User Account, and to collect the remaining balance in partial payment of any fees owed to any Acorns Party to the greatest extent permitted by applicable law. For Acorns Later Accounts, the Acorns Parties reserve the right to request that the IRA Custodian and Administrator close any such Later Account. Potential tax-related consequences of closing your account without a rollover are described in the following: for Acorns Traditional IRA Custodial Accounts, the Acorns Traditional IRA Custodial Account Supplement and the IRA Disclosure; and, for Acorns Roth IRA Custodial Accounts, the Acorns Roth IRA Custodial Account Supplement and the IRA Disclosure.

       1.3 Incompatibility of Fee Structure with Infrequent Small Investments

You acknowledge that the Acorns Parties designed the Program with frequent investing and/or using the full suite of products in services available in the Platform 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 separately purchasing 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.

       1.4 ETF Expenses

You acknowledge that the ETFs that Acorns Advisers 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 Managed Account(s). 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 Advisers’ behalf by its service provider via email. 

       1.5 Termination of Subscription and Managed Accounts

You or the applicable Acorns Party may close any or all of your Managed Accounts and terminate your Subscription, this Program Agreement, and any Supplement at any time for any reason. You may close any or all of your Managed Accounts and terminate this Program Agreement or any Supplement by completing all steps of the account closure process within the Application or on the Acorns Website, or by sending an email request via support@acorns.com or by mailing a signed written request. When you, Acorns Advisers, and/or Acorns Securities closes any or all of your Managed Accounts, the following shall apply:

• if you terminate any Supplement with respect to any Managed Account, you will be deemed to simultaneously terminate all of the Supplements with respect to that Managed Account;

• Acorns Securities will, before closing your any Managed Account, settle any purchases or sales pending when Acorns Advisers initiates or receives a request to close the applicable Managed Account;

• Acorns Advisers will notify the IRA Custodian and Administrator regarding any instructions to close an Acorns Later Account;
  you, not any Acorns Party or any of its affiliates or agents, will be responsible for providing any instructions or other information required or requested by the IRA Custodian and Administrator in connection with the closing of any Acorns Later Account;

• the IRA Custodian and Administrator may, in accordance with the Acorns Traditional IRA Custodial Account Supplement or the Acorns Roth IRA Custodial Account Supplement, whichever applies, charge a fee to conduct a “rollover” of an IRA account held by another trustee or custodian into your Acorns Later Account; and

• The Acorns Parties, by and through Acorns Advisers and/or Acorns Securities, may, before closing any Managed Account, deduct any unpaid  Subscription Fees owed for the month during which the Acorns Parties received your closure instruction and any other fees owed for specially requested services or irregular occurrences, including, but not limited to, paper delivery of documents, transfer of ETF Shares or Stock, or physical delivery of ETF Shares or Stock.

If you request to close any Acorns Invest Account or Acorns Early Invest Account, Acorns Advisers will initiate a sale, instructing Acorns Securities to sell all ETF Shares in your Acorns Base Portfolio, or Acorns Early Invest Account, or Stock in your Acorns Custom Portfolio, as applicable, and to send the proceeds, less any portion of the Subscription Fee and other fees due, to your Funding Source. Notwithstanding the foregoing, if you explicitly request when you close your Acorns Invest Account or your Acorns Early Invest Account that ETF Shares or Stock be transferred to another Broker Dealer, Acorns Advisers will instruct Acorns Securities to transfer, in accordance with your instructions, the ETF Shares (and/or Stock, as applicable) 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 that you participate in, the closing transactions will be processed in accordance with the Later Supplements. 

       1.6 Investment Risks

You acknowledge that:

• The services provided under this Supplement, including any Suggested Portfolio, are highly reliant on the accuracy of information you provide to the Acorns Parties. If you provide inaccurate information or fail to update your information so that it is accurate, including without limitation in your Investor Profile Questionnaire and Client Information, it could materially impact the quality and applicability of advice you receive through the Program. You agree to update all such information you provide to the Acorns Parties when events occur that would make any information provided inaccurate.

• Any Suggested Portfolio methodology focuses on your investment time horizon and risk tolerance. There are many other components of information that are not currently considered by Acorns Advisers in making recommendations. If you believe that there is additional information relating to your investment objectives and financial circumstances that should be considered to inform investment advice the Program provides, this may not be the appropriate Program for you.

• The ETF Shares and/or Stock in your Managed Account(s) may increase or decrease in value.

• Money invested in your Managed Account(s) is subject to market risk and the loss of up to the amount invested.

• Past performance, including model back-tested performance of any Suggested Portfolio, any Selected Portfolio, the Model Portfolios, or any other portfolios used in the future, does not guarantee future results.

• Investment performance of any kind can never be guaranteed. No Acorns Party represents or warrants the present or future level of risk or volatility in, or the future performance of, the Suggested Portfolio, your Selected Portfolio, other Model Portfolios, or your Managed Account(s).

• Performance of the Suggested Portfolio, your Selected Portfolio, other Model Portfolios, or your Managed Account(s) may differ materially from investment gains and avoidance of investment losses projected, described, or otherwise referenced in forward-looking statements.

• All Acorns Early Invest Accounts participate in the Aggressive Portfolio.

• By participating in the Program, you may lose opportunities to make other investments and to realize gains from such other investments.

• Data provided by any Acorns Party or third-party service provider may not be free from error or inaccuracies.

• Investments in Managed Accounts are not guaranteed by the FDIC, any bank, or any government. 

       1.7 Acorns Early Invest Beneficiary Information

You acknowledge and agree that, with respect to each Acorns Early Invest Account, the law of the applicable custodian’s state of residence will govern the determination of the minimum and maximum age with respect to the age of transfer. The age of transfer varies by state, although most states set the maximum age for transfer at either 18 or 21, and certain states permit a custodian to elect to extend custodianship to age 25. You agree and acknowledge that you are responsible under the UGMA/UTMA for determining the proper age of transfer and that the Acorns Parties are not responsible for doing so. Once the age of transfer is selected, it cannot be modified. Questions about transfer age must be directed to a legal or tax advisor. 

       1.8 Acorns Checking

         1.8.1 Termination of Acorns Checking Accounts

If you should choose to close any Acorns Checking Account, you can do so by completing all steps of the account closure process within the Application or on the Acorns Website. If any of your Acorns Checking Accounts remains at a zero balance for more than three hundred sixty-five (365) consecutive days, Acorns Pay and/or the Bank of Record may close such account(s). If any of your Acorns Checking Account has a negative balance for forty-five (45) consecutive days, and Acorns Pay is unable to bring your account to a zero balance under the Netting in the Checking Account Supplement (Supplement F), Acorns Pay and/or the Bank of Record may close such account(s). For accounts closed with a negative balance, the Acorns Parties and the relevant Bank of Record reserve all rights under law and equity to take actions to cause you to reimburse us for the losses incurred on your account as further set forth in Supplement F. Acorns Pay and the Bank of Record reserve the right to close any of your Acorns Checking Accounts and Managed Accounts if we suspect unauthorized or fraudulent activity has occurred or your accounts are otherwise in poor standing. For additional information on Acorns Checking Accounts, see the Checking Account Supplement (Supplement F).

         1.8.2 Smart Deposit (sometimes referred to as “Paycheck Split”)

You authorize the Service Providers to make electronic debits and credits to your Acorns Checking Account(s) and Managed Account(s) as initiated by you for the amounts and frequencies you identify in the Smart Deposit feature, and, if necessary, to correct erroneous debits and credits. The Service Providers’ authorization to initiate debit and credit entries to your Acorns Checking Account(s) and Managed Account(s) will remain in full force and effect until you notify the Service Providers that you wish to revoke this authorization by making such changes in the Application. You must notify the Service Providers prior to the scheduled investment date, which is eighteen (18) hours after your direct deposit paycheck is recognized by Acorns, in order to cancel this authorization. If the Service Providers do not receive notice before the scheduled investment date, the Service Providers may attempt, in their sole discretion, to cancel the debit transaction. However, the Service Providers assume no responsibility for their failure to do so. Please note that withdrawal of your electronic authorization contained in this Section will not apply to Electronic Funds Transfer transactions performed before the withdrawal of your authorization becomes effective.

In accordance with this Program Agreement, you represent that the transfers you authorize comply with applicable law. The Service Providers reserve the right to delay or prevent transfers of funds in the event of suspected unauthorized or fraudulent account activity and in accordance with applicable laws.

         1.8.3 Termination of Smart Deposit

You acknowledge that your use of Smart Deposit is voluntary and may be terminated or changed in the Application at any time. Once a direct deposit paycheck has been detected by the Acorns Parties as pending, you have eighteen (18) hours to change your Smart Deposit allocation amounts or turn off the feature. To change or terminate your Smart Deposit, visit the Application, navigate to the “Spend” home screen and select “Direct Deposit.” When you are finished making changes and select “Confirm” those changes will be recorded and impact all pending and future direct deposits from that particular employer.  

Supplement A - Investment Advisory Agreement Supplement

This Investment Advisory Agreement Supplement (“Supplement”) is part of this Program Agreement. Unless otherwise defined in this Supplement, defined terms have the same meaning as in this Program Agreement. In the event that any provision in this Supplement conflicts or is inconsistent with any provision of this Program Agreement, the provisions of this Supplement will control for matters or services related to this Supplement.

NOTHING IN THIS SUPPLEMENT LIMITS OR WAIVES:

• ANY RIGHTS YOU HAVE UNDER APPLICABLE FEDERAL AND STATE LAWS GOVERNING THE PROVISION OF INVESTMENT ADVISORY OR FIDUCIARY SERVICES TO YOU (INCLUDING AS APPLICABLE THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND THE INTERNAL REVENUE CODE, AS AMENDED, APPLICABLE TO RETIREMENT ACCOUNTS);
• OUR OBLIGATION TO ACT IN YOUR BEST INTERESTS WHEN PROVIDING THESE SERVICES TO YOU; OR
• PREVENTS YOU FROM SEEKING RECOURSE FROM THE ACORNS PARTIES IN THAT CONNECTION.

THE ACORNS PARTIES ENCOURAGE YOU TO CONSULT WITH YOUR LEGAL COUNSEL CONCERNING THOSE RIGHTS BEFORE ENTERING INTO THIS PROGRAM AGREEMENT AND SUPPLEMENTS AND ANY TIME YOU HAVE QUESTIONS ABOUT SUCH RIGHTS.

The terms and conditions of the Program Agreement, including THE DISPUTE RESOLUTION - MANDATORY ARBITRATION PROVISIONS IN SECTION 13 OF THE PROGRAM AGREEMENT, are incorporated into this Supplement between the Acorns Parties and you.

A1. Investment Advice

A1.1 Portfolios

Acorns Advisers will develop the Model Portfolios and may enhance or update the Model Portfolios from time to time. You agree that Acorns Advisers may modify from time to time the number of Model 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 Advisers may, in its sole discretion, modify from time to time the selection of the ETFs that comprise each of the Model Portfolios and the relative weightings of the ETFs within each of the Model Portfolios.

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

• the Model Portfolios are subject to the investment risks described in Section 1.6. of the Product Terms section of this Program Agreement;

• any projected returns associated with any Model Portfolio may not materialize;

• any hypothetical back-tested returns associated with any Model Portfolio are based on assumptions and do not reflect actual results of any Managed Account; and

• There may be no more than one Selected Portfolio for any Managed Account at any given time.

A1.2 Acorns Invest Suggested Portfolio

Based on your Client Information and responses to an Investor Profile Questionnaire, Acorns Advisers will use a proprietary algorithm that is part of the Portfolio Advice Application to recommend to you a Suggested Portfolio among the Model Portfolios offered at the time. You acknowledge that Acorns Advisers identifies the Suggested Portfolio in reliance on the Client Information and answers to the Investor Profile Questionnaire you provide. You agree to provide Acorns Advisers and any other applicable Acorns Party with Client Information and that the information you provide is true, accurate, complete, and current in accordance with applicable law and Section 6 of this Program Agreement, including the representations, warranties, agreements and indemnification provisions of Section 6 of this Program Agreement. Client Information should be updated when events occur that would make any information provided inaccurate. No Acorns Party is 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 Advisers 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 period than any other Model Portfolio or any other investment. You agree that:

• the Suggested Portfolio is subject to the investment risks described in Section 1.6 of the Product Terms section of this Program Agreement;

• any projected returns associated with your Suggested Portfolio may not materialize; and

• any hypothetical back-tested returns associated with your Suggested Portfolio are based on assumptions and do not reflect actual results of any Managed  Account.

A1.2.1 Acorns Early Invest Portfolio

You acknowledge that your Acorns Early Invest Portfolio offers the Aggressive Portfolio only and that there are no other Model Portfolio selections available. You agree that there is no guarantee, representation, warranty, or covenant that the Acorns Early Invest Portfolio will perform better over any period than any other investment. You agree that:

• the Acorns Early Invest Portfolio is subject to the investment risks described in Section 1.6 of the Product Terms section of this Program Agreement;

• any projected returns associated with the Acorns Early Invest Portfolio may not materialize; and

• any hypothetical back-tested returns associated with your Acorns Early Invest Portfolio are based on assumptions and do not reflect actual results of any Acorns Early Invest Managed Account.

A1.3 Selected Portfolio (Acorns Invest Accounts and Acorns Later Accounts only)

You may choose any one of the Model Portfolios to be your Selected Portfolio for your Acorns Invest Account. You are not obligated to choose the Suggested Portfolio to be your Selected Portfolio and may change your Selected Portfolio at any time using the Application. You acknowledge and agree that you are solely responsible for the choice among the Model Portfolios of your choice Selected Portfolio for your Invest Account. Acorns Advisers does not have authority or discretion to select any Model Portfolio, including the Suggested Portfolio, for you. You further acknowledge and agree that it is your responsibility to review and carefully consider 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.

A Suggested Portfolio will be designated for you by Acorns Advisers for your Acorns Later Account(s) at account opening. You are not obligated to continue using the Suggested Portfolio as your Selected Portfolio and may change the Selected Portfolio in the Application or by contacting Acorns Customer Service during business hours or emailing support@acorns.com. 

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

• you will assume the risk that your Selected Portfolio may perform worse for you over any period than the Suggested Portfolio or any other investment;

• your Selected Portfolio may not be suitable with respect to your investment objectives, risk tolerance, age, or financial condition or other facts or circumstances that apply to you; and

• No Acorns Party or Indemnified Person is liable for any losses or other damages resulting from your choice of a Selected Portfolio. 

You acknowledge and agree that:

• the Program (other than a Custom Portfolio, which is self-directed investments in Stock) is designed for investments in ETFs allocated so that the resulting holdings tend to approximate one of the Model Portfolios over time;

• with respect to a Custom Portfolio, investments over time will generally approximate the percentages you have set for the Custom Portfolio Account, but may vary from the exact percentages set;

• Acorns Advisers designed the selection and relative weighting of the ETFs in each of the Model Portfolios to pursue specific investment objectives, including diversification; and

• removing any ETF from any Model Portfolio will change the weightings of ETFs in the resulting altered portfolio in a way that materially deviates from Acorns Advisers’ investment advice and may adversely impact performance.

Notwithstanding the foregoing, you may request to impose certain limited management restrictions on the account, which are implemented at the discretion of the Acorns Parties, by excluding from your Selected Portfolio an ETF that would otherwise compose 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, including the impact the removal of an ETF could have on how the modified portfolio aligns with your investment goals and risk tolerance, 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 by emailing support@acorns.com. You acknowledge and agree that, due to the relatively small number of ETFs in each of the Model Portfolios, (i) it would not be reasonable for you to request the exclusion of more than one ETF from any Model Portfolio, and you therefore agree that you do not have the ability to request exclusion of more than one ETF from your Selected Portfolio at any time; (ii) the exclusion of an ETF will alter the composition and risk level of a portfolio; and (iii) the exclusion of an ETF will prevent you from accessing the Application due to the deviation from a programmed portfolio. 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 Model 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 this Program Agreement or this Investment Advisory Agreement Supplement, that:

• you will assume the risk that your Selected Portfolio may perform worse for you over any period than the Suggested Portfolio, any other Model Portfolio on which your Selected Portfolio is based, or any other investment;

• your Selected Portfolio may not be suitable with respect to your investment objectives, risk tolerance, age, or financial condition or other facts or circumstances that apply to you; and

• No Acorns Party is liable for any losses or other damages resulting from your exclusion of any ETF from your Selected Portfolio.

While the Program is designed so that trading in your Managed Account(s) over time causes the holdings to approximate your applicable Selected Portfolio, you agree that there is no guarantee, representation, warranty, or covenant that the holdings in any Managed Account will match the allocations of the applicable 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 Managed Account(s) will approximate the applicable your Selected Portfolio at any particular point in time.

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

You authorize Acorns Advisers to conduct Rebalancing from time to time in your Managed Account(s) (excluding your Custom Portfolio Account, if any). A proprietary algorithm in the Application will calculate the purchases and sales for each Rebalancing based on automated analysis of your Managed Account holdings relative to your Selected Portfolio. Acorns Advisers will design the Orders for Rebalancing to cause the holdings in your Managed Account to generally approximate your Selected Portfolio more closely after settlement of the purchases and sales that compose the Rebalancing than before settlement of such purchases and sales. You agree that Acorns Advisers may modify at any time the manner in which, or the frequency with which, Acorns Advisers calculates, generates, and places with Acorns Securities 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 Managed Account holdings more closely approximate your Selected Portfolio.

You authorize Acorns Advisers to conduct Reinvestments on your behalf after each receipt in your Managed Account of a Dividend on ETF Shares you own through the Program. Acorns Advisers will generally design the Orders for Reinvestments to approximate your Selected Portfolio. Notwithstanding anything to the contrary in any Supplement or elsewhere, you agree that Acorns Advisers is 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 this Program Agreement and this Investment Advisory Agreement Supplement, Acorns Advisers will 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, it being understood and agreed that you remain responsible for any investment decisions you make in connection with the Custom Portfolio Account.

Acorns Advisers owes its investment advisory clients fiduciary duties that require, among other things, that Acorns Advisers act in the best interests of its clients. Services provided to you by any Acorns Party that are not investment advisory services do not create an investment advisory relationship between you and the applicable Acorns Party, in which case no Acorns Party has a corresponding fiduciary duty with respect to such services. 

A1.6 Scope and Delivery of Our Investment Advice

You acknowledge and agree that Acorns Advisers 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 Advisers will provide you investment advice and deliver the Advisory Services solely electronically in accordance with Section 8 of this Program Agreement. You acknowledge that Acorns Advisers will not provide you investment advice in person, over the phone, or other than via 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 Managed Account other than the ETF Shares selected by Acorns Advisers to comprise the Model Portfolios for the Program. You agree that Acorns Advisers is the only Acorns Party that will provide investment advisory services to you. 

You expressly acknowledge and agree that Acorns Advisers will not provide investment advice on any specific orders you direct in a Custom Portfolio Account or its holdings.

A1.7 Responsibility for Voting of Proxies

You expressly acknowledge and agree that voting proxies for securities in your Managed Account(s) (and/or stocks, in the case of Custom Portfolio Accounts) is your responsibility and that no Acorns Party will have any obligation to vote, and will not vote, any such proxies. You further acknowledge that you have provided the Acorns Parties with your current email address and will update the address promptly should any changes occur.

A1.8 Acorns Early Invest Account Management 

You acknowledge that no Acorns Party will provide investment advice to the beneficiary of an Acorns Early Invest Account. You acknowledge and agree, as provided under the applicable laws governing UGMA/UTMA, that (i) all investments into a Acorns Early Invest Account (“Custodial Assets”) immediately and irrevocably become property of the beneficiary; (ii) the beneficiary will have complete control over the Custodial Assets when he or she reaches the default age of transfer determined by the beneficiary’s state of residence or on reaching the age of transfer as elected by you, although such elected age must be at least eighteen (18) years old; (iii) you have sole responsibility to manage the Custodial Assets for the beneficiary until custodianship termination; (iv) Custodial Assets must be used for the use and benefit of the beneficiary; (v) Acorns Grow and/or Acorns Advisers may restrict your access to the Acorns Early Invest Account and register Custodial Assets in the beneficiary’s name on the age of transfer; and (vi) you will provide the Acorns Parties, on request and to the extent possible, with the beneficiary’s telephone number, email address, mailing address, and any other information that may assist the Acorns Parties in contacting the beneficiary.

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-Ups® Deposits, through recurring transfers or Smart Deposits. You agree and acknowledge that nothing in any Supplement 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 Acorns Securities in accordance with the Supplements or a transfer of Earn Rewards or other promotional rewards to Acorns Securities as permitted in the Program by the Acorns Parties from time to time. The Acorns Parties 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 this Program Agreement with the prior express written approval of a duly authorized officer of any Acorns Party.

A2.1.1 Deposits at Will

You may, subject to the Product Terms and Conditions Supplement and 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 Grow notifies you of Earn Rewards, you may initiate a Deposit at Will to invest the Earn Rewards 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 Acorns Securities for investment in accordance with Section A2.4 below of this Investment Advisory Agreement Supplement. You agree that, by initiating a Deposit at Will, you authorize Acorns Advisers to place Orders with Acorns Securities on your behalf for purchases of the ETFs and/or Stocks that comprise your Selected Portfolio in amounts calculated by the Portfolio Advice Application such that the resulting holdings in your Managed Account(s) after settlement of such purchases will approximate your Selected Portfolio.  Acorns Advisers will undertake good faith efforts and generally expects to generate and place the Orders for such purchases on the Business Day after Acorns Securities credits each applicable Deposit at Will to your Managed Account(s), but you acknowledge and agree that such Orders may be placed any time within five (5) Business Days after the day Acorns Securities credits the applicable Deposit at Will to your Managed Account(s).

A2.1.2 Round-Ups® Deposits

You acknowledge and agree that you must use the Application to connect your Acorns Managed Account(s) to your Linked Card(s) in order to use the Round-Ups® feature of your Acorns Managed Account(s) and make Round-Ups® Deposits. If you use the Round-Ups® feature, you are required to connect your Acorns Managed Account(s) 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 6 of this Program Agreement.

Each time, subject to the Product Terms and Conditions Supplement and the Program Agreement, that 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-Ups® 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 Acorns Securities 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 Advisers to place Orders with Acorns Securities on your behalf for purchases of the ETFs and/or Stocks that compose your Acorns Managed Account(s) in amounts calculated by the Portfolio Advice Application such that the resulting holdings in your Acorns Managed Account(s) after settlement of such purchases will bring you closer to your targets for your Acorns Managed Account(s) Selected Portfolio(s). Acorns Advisers will undertake good-faith efforts and generally expects to generate and place the Orders for such purchases on the Business Day after Acorns Securities credits each applicable Round-Ups® Deposit to your Acorns Invest Account, but you acknowledge and agree that such Orders may be placed any time within five (5) Business Days after the day Acorns Securities credits the applicable Round-Ups® Deposit to your Acorns Invest Account.

Each time, subject to the Product Terms and Conditions Supplement and the Program Agreement, that you make a purchase using your Acorns Debit Card and generate a Real Time Round-Up®, you will cause the Application to initiate a Real Time Round-Ups® Deposit. You agree that, by using your Acorns Debit Card in a way that generates a Real Time Round-Up®, you authorize the ACH Operator to request that the financial institution that maintains the applicable Acorns Checking Account to transfer the amount of the sum of Pending Round-Ups® investments from your applicable Acorns Checking Account to Acorns Securities for investment in the Program. You further agree that, by using your Acorns Debit Card in a way that causes a Real Time Round-Up®, you authorize Acorns Advisers to place Orders with Acorns Securities on your behalf for purchases of the ETFs and/or Stocks that compose your Selected Portfolio in amounts calculated by the Portfolio Advice Application such that the resulting holdings in your Acorns Invest Account after settlement of such purchases will approximate your Selected Portfolio. Acorns Advisers will undertake good-faith efforts and generally expects to generate and place the Orders for such purchases on the Business Day after Acorns Securities credits each applicable Real Time Round-Ups® Deposit to your Acorns Invest Account, but you acknowledge and agree that such Orders may be placed any time within five (5) Business Days after the day Acorns Securities credits the applicable Real Time Round-Ups® Deposit to your Acorns Invest Account.

A2.2 Withdrawals and Related Sales

You may, subject to the Product Terms and Conditions Supplement and 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 Supplements 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 Managed Account(s) using the Application in accordance with Section A2.4 below of this Investment Advisory Agreement Supplement. You agree that, by requesting a Withdrawal, you authorize Acorns Advisers to place an order with Acorns Securities on your behalf for sales of ETF Shares and/or Stocks in your Managed Account(s) in amounts calculated by the Portfolio Advice Application such that the resulting holdings in your applicable Managed Account after settlement of such sales will approximate your Selected Portfolio. Acorns Advisers 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 (5) Business Days after you request a Withdrawal, unless the Acorns Parties require additional time to verify the request is authorized, not fraudulent, and/or otherwise legitimate in their sole discretion. Acorns Advisers 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 Acorns Securities transfer the proceeds of the applicable sales in the amount you request (or less if the money remaining in your applicable Managed Account after deducted any Subscription Fee or other fee due is less) to your Funding Source. You acknowledge and agree that Acorns Securities 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 (5) Business Days after Acorns Securities 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 10 of the Program Agreement, you agree that your choice of a Selected Portfolio, as modified by you in accordance with this Investment Advisory Agreement Supplement from time to time, will serve as standing instructions for Acorns Advisers to place Orders with Acorns Securities on your behalf for purchases of Reward Shares or other promotional rewards that the applicable Acorns Party 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 or promotional rewards the applicable Acorns Party agrees to pay under the terms of the applicable terms of the gift of Reward Shares in the Program or other applicable promotion; and (ii) calculated by the Portfolio Advice Application such that the resulting holdings in your Acorns Invest Account after settlement of such purchases will approximate your Selected Portfolio.

A2.4 Funding Source Connection

You acknowledge and agree that if you do not have an Acorns Mighty Oak Checking Account, you must use the Application to connect your Invest Account to your Funding Source in order to participate in the Program. You are required to connect your Invest 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 6 of this Program Agreement. You acknowledge that your Invest 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 Invest Account and Funding Source. You agree that, unless and until you successfully connect your Invest Account and Funding Source, you will have no right under the Supplements to make related Withdrawals or related sales. You further agree that, if your Funding Source is closed, restricted, and/or lacks sufficient funds after you connect it to your Invest Account, you will have no right under the Supplements to make Deposits or Withdrawals unless and until (i) your Funding Source is reopened, unrestricted, and/or sufficiently funded; or (ii) you successfully connect a different, verified Funding Source to your Invest Account. You acknowledge and agree that Acorns Advisers may in its sole discretion close your Invest Account if your Funding Source fails to be reopened or you fail to connect successfully to a different Funding Source such that Acorns Advisers is unable to collect any fees due.

A2.5 Trusted Contact

You will be asked whether you want to add a Trusted Contact to your Managed Account(s). A Trusted Contact is someone who is 18 years or older, who you authorize Acorns Securities and/or its agents to contact in Acorns Securities’ sole discretion to disclose information about your Managed Account(s) to address possible financial exploitation; to confirm the specifics of your current contact information, health status, or the identity of any legal guardian, executor, trustee, or holder of a power of attorney; or as otherwise permitted by applicable law. By adding a Trusted Contact to one or more of your Managed Account(s), you expressly consent and authorize Acorns Securities and/or its Agents to contact the named Trusted Contact for such purposes. You are not required to have a Trusted Contact to open or to maintain any Managed Account(s). 

A3. Limited Trading Authority to Modify and Track Managed Accounts 

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 Model Portfolios available on the Acorns Website and through the Application; (ii) carefully considering the recommendations that Acorns Advisers 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 Managed Accounts by using the Application to initiate Deposits at Will, Round-Ups® Deposits, Real Time Round-Ups® Deposits, and/or Withdrawals. However, the Acorns Parties will have discretion over assets in your Managed Account(s) to the limited extent that the applicable Acorns Party has the authority under the Program:

• to determine and modify from time to time which ETFs compose each of the Model Portfolios, including your Suggested Portfolio and Selected Portfolio;
• to determine when, how often, and in what amounts to conduct Rebalancing in your Managed Accounts;
• to determine the timing of purchases in relation to Deposits; and
• to determine the timing of sales and Withdrawals in relation to requests for Withdrawals; and
• to take all such other action authorized herein and in the Program Agreement.

A4. Custom Portfolio Account

With respect to a Custom Portfolio Account, you are responsible for directing the purchase and sale activity in the Custom Portfolio Account, which is not managed by Acorns Advisers on a discretionary basis. You agree and understand that Acorns Advisers accepts and routes client-directed orders to Acorns Securities. Acorns Advisers will not provide personalized investment advice in connection with these client-directed investment decisions. Acorns Advisers will make available generalized investment advice and education on key investing concepts for clients enrolled in the Custom Portfolio Accounts, will monitor your Custom Portfolio Account against your other Acorns Managed Accounts, and will set limits for the percentage of your overall Acorns Invest Account which may be allocated as an accommodation to your Custom Portfolio Account. 

A5. Brokerage and Custody

Although Acorns Advisers may transmit your requests for Withdrawals to the ACH Operator and/or Acorns Securities, Acorns Advisers has no authority to initiate any Withdrawal or otherwise to transfer any securities or money out of your Managed Account(s) other than for Subscription Fee or other fee deduction or to bring an applicable Acorns Account to a zero balance from a negative balance state as otherwise set forth in the Program Agreement and Supplements. 

By entering into the Supplements and participating in the Program, you authorize and instruct Acorns Advisers to use Acorns Securities to maintain your Managed Accounts and to handle Orders. You acknowledge and agree that Acorns Advisers and/or Acorns Securities may combine Orders for purchases or sales of Stock in your Custom Portfolio, or ETF Shares in your Managed Accounts, with Orders for purchases or sales of Stock in other Custom Portfolios, ETF Shares in other customer accounts in the Program and/or with purchases or sales of Stocks and ETF Shares by Acorns Advisers and/or Acorns Securities into larger Orders for aggregate transactions for each applicable Stock or ETF in the Portfolio. You agree that Acorns Securities will route Orders to the Clearing Broker for execution, clearance, and settlement.

A6. Fees

A6.1 Subscription Fee

You agree to pay the Subscription Fee in accordance with the Program Agreement, Supplements, and Schedule 1 of this Program Agreement. You acknowledge that the Subscription Fee may change from time to time upon written notice and disclosed on the Acorns Website and in the Brochure.

A6.2 Other Fees

You agree to pay the fees other than the Subscription Fee, if any, that you owe pursuant to Schedule 1 of this Program Agreement, and Sections I.1. and I.2. of the Product Terms and Conditions Supplement to this Program Agreement. You acknowledge that such fees may change from time to time upon written notice if material and in all cases disclosed on the Acorns Website and in the Brochure.

A6.3 Authorization of Fee Deduction

PREAUTHORIZATION OF MONTHLY ELECTRONIC FUNDS TRANSFER FROM YOUR FUNDING SOURCE: By clicking “I agree” (or similar words) to enter into this Program Agreement and applicable Supplement, each as may be amended from time to time, you authorize Acorns Grow (and Acorns Advisers, as to any applicable Advisory Fee), by and through any of their agents, for the entire period, if any, in which your Managed Account(s) are subject to a Subscription Fee under Section 4 of this Program Agreement, to process a recurring Electronic Funds Transfer debit from your Funding Source in the amount specified in Section 4 of the Program Agreement. Any Electronic Funds Transfer debit you preauthorize in the preceding sentence will result in an electronic funds transfer from your Funding Source to Acorns Grow to pay, if applicable, the Subscription Fee. Acorns Grow (and Acorns Advisers, as to any applicable Advisory Fee), by and through any of their agents may charge a fee if your Electronic Funds Transfer debit fails due to insufficient funds in your Funding Source.

If Acorns Grow (and Acorns Advisers, as to any applicable Advisory Fee), is unable to collect your Subscription Fee via Electronic Funds Transfer debit from your Primary Funding Source and/or Secondary Funding Source, for any reason, you further authorize Acorns Advisers to instruct Acorns Securities to sell, as necessary, securities in your one or more of your Managed Accounts, as applicable, and to transfer money out of one or more of your Managed Accounts, as applicable, to pay Acorns Grow and/or Acorns Advisers amounts, if any, of the Subscription Fee, Advisory Fee and other fees due under the Supplements, if any. As applicable, Acorns Securities will first attempt sales of ETF shares (and/or Stocks, if using a Custom Portfolio) in your Acorns Invest Account; if insufficient funds can be generated through sales in an Acorns Invest Account, Acorns Securities will attempt to sell shares in your Acorns Later account, if any; if insufficient funds can be generated through sales in an Acorns Later account, Acorns Securities will attempt to sell shares in an Acorns Early Invest Account, if any, for which you are custodian. The securities sales you authorize as set forth herein include, without limitation, sales to pay (i) any Subscription Fee if your Funding Source is closed or disconnected from your Managed Account or its transactions restricted; (ii) any Subscription Fee if the preauthorized recurring monthly Electronic Funds Transfer debit you authorized above is rejected in any month due to non-sufficient funds; and (iii) any fees other than the Subscription Fee that may apply to any of your Managed Accounts under this Program Agreement, including those set forth in Schedule 1 of the Program Agreement and Sections I.1 and I.2 of the Product Terms and Conditions Supplement to the Program Agreement. The Acorns Parties reserve the right to cease offering you services under this Supplement if your Primary and/or Secondary Funding Sources fail for any reason or if the Acorns Parties are otherwise unable to collect your Subscription Fee. 

A7. Brochure Receipt

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

A8. Assignment

Acorns Advisers and Acorns Securities will not assign this Investment Advisory Agreement Supplement without your consent; provided, however, that (i) any transaction that does not involve an actual change in management or control of Acorns Advisers and/or Acorns Securities will not be deemed an assignment; and (ii) you will be deemed to have consented to any assignment if you do not object to such assignment within sixty (60) calendar days of being notified through the Acorns Website, the Application, or by email of any intent of Acorns Advisers and/or Acorns Securities to assign this Investment Advisory Agreement Supplement and/or any rights or obligations set forth herein.

Supplement B - Brokerage Supplement

This Brokerage Supplement (“Supplement”) is part of this Program Agreement. Unless otherwise defined in this Supplement, defined terms have the same meaning as in this Program Agreement. In the event any provision in this Supplement conflicts or is inconsistent with any provision of this Program Agreement, the provisions of this Supplement will control for matters or services related to this Supplement. 

NOTHING IN THIS SUPPLEMENT LIMITS OR WAIVES:

• ANY RIGHTS YOU HAVE UNDER APPLICABLE FEDERAL AND STATE LAWS GOVERNING THE PROVISION OF INVESTMENT ADVISORY OR FIDUCIARY SERVICES TO YOU (INCLUDING AS APPLICABLE THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND THE INTERNAL REVENUE CODE, AS AMENDED, APPLICABLE TO RETIREMENT ACCOUNTS);
• OUR OBLIGATION TO ACT IN YOUR BEST INTERESTS WHEN PROVIDING THESE SERVICES TO YOU, OR
• PREVENTS YOU FROM SEEKING RECOURSE FROM THE ACORNS PARTIES IN THAT CONNECTION. 

THE ACORNS PARTIES ENCOURAGE YOU TO CONSULT WITH YOUR LEGAL COUNSEL CONCERNING THOSE RIGHTS BEFORE ENTERING INTO THIS PROGRAM AGREEMENT AND SUPPLEMENTS AND ANY TIME YOU HAVE QUESTIONS ABOUT SUCH RIGHTS.

The terms and conditions of the Program Agreement, including THE DISPUTE RESOLUTION - MANDATORY ARBITRATION PROVISIONS IN SECTION 13 OF THE PROGRAM AGREEMENT, are incorporated into this Supplement between the Acorns Parties and you.

     B1. Agency, Custody, and Trading

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

You authorize Acorns Securities to accept from Acorns Advisers and route to the Clearing Broker for execution aggregated Portfolio Orders assembled by Acorns Advisers that combine purchases and sales of Stock in your Custom Portfolio Account and ETF Shares in your Managed Account(s) with purchases and sales of the same Stock and/or ETFs for the Managed Accounts of other customers in the Program or Acorns Advisers.

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

     B2. Association with Broker-Dealer

You certify that you are not employed by or associated with a Broker Dealer or other employer whose consent is required to open and maintain your Managed Accounts unless you have provided the consent to us. If you are employed by or associated with such an entity, please email support@acorns.com to provide consent and pertinent information. You agree that, if you are employed by or associated with such an entity, Acorns Securities will provide to the entity duplicate electronic statements and/or trade confirmations for your applicable Managed Account(s), if requested by the entity, according to the requirements of the entity.

     B3. Managed Account Activity Limitations

          B3.1 Limitations on Transaction Types

You acknowledge that your Managed Account(s) 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 Managed Accounts. The types of products, services, and transactions that will, subject to the terms and conditions of the Supplements, generally not be available in your Managed Accounts and that you have no right to request of or obtain from Acorns Securities 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 (except for Custom Portfolio Accounts), 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 Portfolio Orders placed on your behalf by Acorns Advisers in efforts to approximate 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  between your Managed Account(s) and individuals or entities other than you, other than transfers in relation to Earn Rewards and/or other applicable promotions offered by the Acorns Parties (including by example only and without limitation, the Acorns Referral Program and Later Match). 

          B3.2 No Investment Advice or Recommendation by Acorns Securities

You acknowledge that Acorns Advisers 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 Supplement, neither Acorns Securities nor any other Acorns Party provides or is responsible for any such advice or services in connection with the Program and does not provide investment advice or recommend securities or transactions in connection with the Program.

          B3.3 No Investment Advisory Advertising or Marketing by Acorns Securities

You acknowledge that Acorns Advisers produces and is solely responsible for, and that no other Acorns Party produces or is responsible for, all investment advisory materials marketing or promoting the investment advisory Program, including content on the Acorns Website, except in connection with materials marketing or promoting Acorns Custom Portfolio Accounts and the services provided to such accounts, which Acorns Securities does produce and for which Acorns Securities will be responsible.

          B3.4 No Voting of Proxies

Acorns Securities agrees that it has no right under the Program to vote, and will not vote, any proxies for any securities in your Managed Account(s) or Custom Portfolio Account. 

          B4. Statements and Confirmations

You agree that you are responsible for reviewing all statements and confirmations for your Managed Accounts. Statements and confirmations will be considered accurate unless you notify Acorns Securities or Acorns Customer Service in writing no later than ten (10) Business Days after receipt of the applicable statement or confirmation that the information is inaccurate. Direct any inquiries concerning the balance and positions in your Managed Accounts to support@acorns.com.

          B5. In-Kind Withdrawals

You acknowledge and agree that Acorns Securities will charge an additional fee, separate from the Subscription Fee or any other fee charged in connection with your Managed Accounts, for any in-kind withdrawals of securities from your Managed Accounts, including any in-kind withdrawals that are part of an account transfer of assets from your Managed Accounts. You further agree that, if you request an in-kind withdrawal of securities from any Managed Account, Acorns Securities will deliver the nearest whole number of shares to the amount of the securities you request that is less than or equal to such amount. Acorns Securities will liquidate any fractional interests in securities 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

To the greatest extent permitted by applicable law, the securities and/or other property Acorns Securities holds for you will 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 any Acorns Party and are to be held by Acorns Securities as security for the payment of any liability or indebtedness in your Managed Accounts to any Acorns Party or any of their present or future affiliates. In connection with enforcing Acorns Securities’ lien, perfected security interest or right of set-off, Acorns Securities may, at any time and without giving you prior notice, use, transfer, or liquidate any or all of your securities and/or other property in your Managed Accounts to satisfy a debt or any other obligation you may have to any Acorns Party or any of their affiliates. As part of Acorns Securities’ right of enforcement under this Section B6 of this Brokerage Supplement, Acorns Securities will have the sole discretion to determine which securities 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 Supplement, Acorns Securities maintains all of the rights and remedies provided in this Brokerage Supplement. You agree to indemnify and hold the Acorns Parties and the Indemnified Persons harmless from and against any losses or expenses incurred in connection with Acorns Securities’ remedies under this Section B6 of this Brokerage Supplement, including reasonable costs of collection. Acorns Securities will, without limiting its other rights under this Section B6 of this Brokerage Supplement, have the right to offset amounts you owe to any Acorns Party or any of their affiliates against any amounts any Acorns Party 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 Managed Accounts, including attorney fees incurred by any Acorns Party, or any of their affiliates. 

          B7. Authority of Acorns Securities

You authorize Acorns Securities to execute any Portfolio Orders that Acorns Advisers places on your behalf and to act and rely on other instructions that Acorns Advisers transmits or provides on your behalf.

     B8. Fees

          B8.1 Purchases, Sales, and Custody

Acorns Securities agrees that, except in the case of an Acorns Custom Portfolio Account, you will not be obligated to pay any fee for the Covered Brokerage Services other than the Advisory Fee. You acknowledge that Acorns Advisers may share a portion of the Advisory Fee with Acorns Securities pursuant to an agreement between Acorns Advisers and Acorns Securities. You acknowledge that Acorns Securities may use its portion of the Advisory Fee to compensate the Clearing Broker for execution, clearance, and settlement services for purchase and sales in your Managed Accounts.

          B8.2 Additional Fees for Irregular Services

Acorns Securities may charge fees specified in Schedule 1 of this Program Agreement for in-kind withdrawals, preparation and delivery of paper confirmations or statements, rejected payments, and, if approved by the Acorns Parties in their sole discretion in accordance with the Investment Advisory Agreement Supplement, wire transfers. Acorns Securities reserves the right to waive or reduce, in its sole discretion, any fees for such additional services described in this Section B8.2. Acorns Securities reserves the right to charge fees for non-customary services that are not expressly referenced in Section 4 or Schedule 1 of this Program Agreement, and that Acorns Securities agrees in its sole discretion to perform on a case-by-case basis.

          B8.3 Fee Deduction

As set forth in A6.3 of Supplement A, and pursuant to the terms otherwise set forth in the Program Agreement and its Supplements, you authorize Acorns Securities to initiate sales to liquidate securities in your Managed Accounts, in an amount sufficient to pay any fees you owe under any provision of the Program Agreement or any Supplement. You further authorize Acorns Securities to initiate sales to liquidate securities in your Acorns Invest Account to bring an applicable Acorns Account to a zero balance from a negative balance state as provided for in the Program Agreement and Supplements, and in accordance with applicable law, and to authorize Acorns Securities to share all or part of any applicable Advisory Fee in accordance with the applicable agreement between Acorns Advisers and Acorns Securities. 

     B9. Customer Support

You acknowledge that you may obtain information, ask questions, and receive support regarding your Managed Accounts and its transactions and holdings by contacting Acorns Customer Support or its agents 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 such as Acorns Securities, to obtain, verify, and record information that identifies each person who opens an account. You agree that when you open an account, you will provide the information requested, which may include name, social security number, address, date of birth, and any other information or documentation that will allow us to identify you (e.g., driver’s license). 

     B11. Securities Investor Protection Corporation

Acorns Securities 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.

     B12. Electronic Funds Transfers

          B12.1 Your Liability for Unauthorized Transfers

You acknowledge that you could lose the entire value of your Managed Accounts through any unauthorized change of your Funding Source and/or unauthorized electronic funds transfer, including an unauthorized Withdrawal. If you notify the Acorns Parties within two (2) 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 notify the Acorns Parties between three (3) and sixty (60) Business Days after you learn of an unauthorized electronic funds transfer, you may lose the lesser of (i) $500 or (ii) the sum of $50 or the amount of the unauthorized transfers that occur within the two (2) Business Days plus the amount of the unauthorized transfers that occur after the two (2) Business Days and before you notify the Acorns Parties, provided that the Acorns Parties can establish that these unauthorized transfers would not have occurred had you notified the Acorns Parties within the two (2) Business Days. If you do not notify the Acorns Parties within sixty (60) Business Days after Acorns Securities sends you the applicable statement, you may not get back any money you lost after the sixty (60) Business Days. The Acorns Parties reserve the right to credit more than the amounts set forth herein in their sole discretion.

          B12.2 Phone Number and Address for Unauthorized Transfer Notification

If you believe that an unauthorized transfer has occurred in your account, please call Acorns Customer Support immediately at (855) 739-2859, email support@acorns.com, or write to Acorns Securities at 5300 California Avenue, Irvine CA 92617. You understand and agree that no Acorns Party will be deemed to have received any unauthorized transfer notification from you until actually received by the Acorns Parties.

          B12.3 Types of Transfers; Limitations

You agree that the types of electronic funds transfer generally available in your Acorns Invest Account are Deposits (including Deposits at Will, Round-Ups® Deposits, Deposits of Earn Rewards, and deposits related to other promotions that may be offered by the Acorns Parties from time to time, as applicable) and Withdrawals. You agree that the types of electronic funds transfer generally available in your other Acorns Managed Accounts are Deposits at Will, and deposits related to other promotions that may be offered by the Acorns Parties from time to time, and Withdrawals.  

You acknowledge that Deposits to and Withdrawals from each Acorns Managed Account are limited to $20,000 per day unless Acorns Securities determines in its sole discretion to make an exception. You acknowledge and agree that Acorns Securities has the right under Section 9.2 of this Program Agreement to delay, limit, restrict, or refuse, among other things, any deposits or withdrawals in a pattern of deposits and withdrawals if Acorns Securities believes in good faith that the pattern gives Acorns Securities reason to suspect suspicious activity.

          B12.4 Electronic Funds Transfer Documentation

You acknowledge that, pursuant to Section B4 of this Brokerage Supplement and subject to Section 8 of this Program Agreement, you will receive an email with a link to the monthly statement, which will show all activity in your Managed Accounts, including any electronic funds transfer.

          B12.5 Stop Payment

You agree that, with respect to regular pre-authorized Withdrawals, you can stop such Withdrawals by calling Acorns Securities at the telephone number shown in Section B12.2 above at least three (3) Business Days before the Withdrawal is scheduled to be made and providing the required information. You agree that your failure to provide correct and complete information may make it impossible for Acorns Securities and/or the ACH Operator to stop payment of the preauthorized Withdrawal. You agree to indemnify and hold harmless Acorns Securities from and against any loss incurred as a result of its paying a pre-authorized Withdrawal if any information relied on in the stop payment order is incorrect and/or incomplete and/or as a result of not paying a pre-authorized Withdrawal for which a valid stop payment order is in effect. Notwithstanding the foregoing, you understand that you do not waive any rights under the Investment Advisers Act of 1940, as amended, or any other federal or state securities laws. In the event of conflict between this Section and any applicable law, the law shall control.  

          B12.6 Error Resolution

You agree to report errors regarding electronic transfers promptly to Acorns Securities at (855) 739-2859 or by emailing Acorns Securities at support@acorns.com.

Acorns Securities reserves the right to request additional information and/or require that you send Acorns or Acorns Securities your complaint or question in writing within ten (10) Business Days after notification.

Acorns Securities may take up to forty-five (45) days to investigate and respond to your complaint or question. You agree that it is within the discretion of Acorns Securities whether it will credit your account for the amount in question during its investigation. If Acorns Securities requests that you put your complaint or question in writing and does not receive it within ten (10) Business Days, Acorns Securities may not credit your account or take any other action. Acorns Securities may take additional time beyond the forty-five (45) days to investigate and respond to your complaint or question in the event of any delay by you or any other person or entity. 

You acknowledge that for errors involving new accounts or point-of-sale or foreign-initiated transactions, Acorns Securities may take up to ninety (90) days to investigate your complaint or question. Acorns Securities may take additional time beyond the ninety (90) days to investigate and respond to your complaint or question in the event of any delay by you or any other person or entity.

Acorns Securities will communicate the results of any investigation within three (3) Business Days after completion.

     B13. Abandoned Accounts

For accounts it deems abandoned, Acorns Securities has the right to report, escheat, and deliver to the state of your address of record, or to any other appropriate state, any property in your Managed Accounts in accordance with applicable state law.

     B14. Privacy

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

     B15. Duty

Acorns Securities acts in a brokerage capacity in relation to the Program and your Managed Accounts 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. Acorns Securities will (i) deal with you fairly; (ii) process, record, and report transactions in your Managed Account with diligence and competence; and (iii) safeguard your non-public personal information associated with your Managed Accounts.

Supplement C - Acorns Later Account Supplement

This Acorns Later Account Supplement (“Supplement”) is part of this Program Agreement. Unless otherwise defined in this Supplement, defined terms have the same meaning as in this Program Agreement. In the event any provision in this Supplement conflicts or is inconsistent with any provision of this Program Agreement or other Supplement, the provisions of this Supplement C will control for matters or services related to this Supplement. 

NOTHING IN THIS SUPPLEMENT LIMITS OR WAIVES:

• ANY RIGHTS YOU HAVE UNDER APPLICABLE FEDERAL AND STATE LAWS GOVERNING THE PROVISION OF INVESTMENT ADVISORY OR FIDUCIARY SERVICES TO YOU (INCLUDING AS APPLICABLE THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND THE INTERNAL REVENUE CODE, AS AMENDED, APPLICABLE TO RETIREMENT ACCOUNTS);
• OUR OBLIGATION TO ACT IN YOUR BEST INTERESTS WHEN PROVIDING THESE SERVICES TO YOU; OR
• PREVENTS YOU FROM SEEKING RECOURSE FROM THE ACORNS PARTIES IN THAT CONNECTION.

THE ACORNS PARTIES ENCOURAGE YOU TO CONSULT WITH YOUR LEGAL COUNSEL CONCERNING THOSE RIGHTS BEFORE ENTERING INTO THIS PROGRAM AGREEMENT AND SUPPLEMENTS AND ANY TIME YOU HAVE QUESTIONS ABOUT SUCH RIGHTS.

The terms and conditions of the Program Agreement, including THE DISPUTE RESOLUTION - MANDATORY ARBITRATION PROVISIONS IN SECTION 13 OF THE PROGRAM AGREEMENT, are incorporated into this Supplement between the Acorns Parties and you.

C1. Important Disclosures for Acorns Later Accounts

Acorns Later Accounts are individual retirement accounts (“IRAs”). Depending on your circumstances, two (2) potential tax advantages of an IRA are:

• contributions you make to an IRA may be fully or partially deductible, depending on which type of IRA you have and on your circumstances; and
• generally, amounts in your IRA (including earnings and gains) are not taxed until distributed. In some cases, amounts are not taxed at all if distributed according to the rules.

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

C1.1 Traditional and Simplified Employee Pension IRA

Acorns Later 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 Supplement D to this Program Agreement and on the Internal Revenue Service website (www.irs.gov).

C1.2 Roth IRA

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

C1.3 Additional Services Covered by Advisory Fee

Notwithstanding anything to the contrary in the Supplements, the services covered by the Advisory Fee 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 Traditional IRA Custodial Account Supplement or the Roth IRA Custodial Account Supplement, 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 as set forth therein.

C2. Investment Advisory Agreement Supplement and Brokerage Supplement

C2.1 Incorporated Sections 

This Later Account Supplement incorporates by reference those terms and conditions of the Program Agreement, Investment Advisory Agreement Supplement, and the Brokerage Supplement that are relevant to the Later Account Supplement. 

C2.2 Select Differences

Notwithstanding anything to the contrary, Acorns Securities’ 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 Acorns Securities.

Notwithstanding anything to the contrary in any Supplement, the definition of “Covered Brokerage Services” in this Program Agreement does not apply to Acorns Later Accounts. With respect to Acorns Later Account(s), “Covered Brokerage Services” instead means the following services provided by Acorns Securities pursuant to the Brokerage Supplement and this Later Account Supplement: (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 Acorns Securities 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 Acorns Securities 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.

C3. IRA Custodian and Administrator

C3.1 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 Supplement, the IRA Custodian and Administrator is the legal holder of any Acorns Later Account on your behalf, as provided in the terms and conditions of the Traditional IRA Custodial Account Supplement or the Roth IRA Custodial Account Supplement, whichever applies.

By agreeing to this Program Agreement, you acknowledge you will be bound, and represent and warrant to the Acorns Parties that you will abide by, the terms and conditions of the Traditional IRA Custodial Account Supplement or the Roth IRA Custodial Account Supplement, whichever applies. You acknowledge and agree that, notwithstanding anything to the contrary, no Acorns Party, affiliates, officers, directors, members, owners, and/or employees of any Acorns Party will have a duty to perform or liability for any failure to perform any obligation of the IRA Custodian and Administrator in the Program or under any Supplement except to the limited extent that the IRA Custodian and Administrator has expressly and duly delegated its duties and liabilities to Acorns Securities pursuant to an applicable agreement between the IRA Custodian and Administrator and Acorns Securities.

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

C3.2 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 Acorns Securities in accordance with the client support provisions and contact information in this Program Agreement, the Investment Advisory Agreement Supplement and the Brokerage Supplement.

C4. Dispute Resolution

You agree to direct all communications between you and the IRA Custodian and Administrator through the Acorns Parties in accordance with the client support provisions and contact information in this Program Agreement, the Investment Advisory Agreement Supplement and the Brokerage Supplement.

Supplement D - Traditional IRA Custodial Account Supplement 

This Traditional IRA Custodial Account Supplement (“Supplement”) is part of this Program Agreement. Unless otherwise defined in this Supplement, defined terms have the same meaning as in this Program Agreement. In the event any provision in this Supplement conflicts or is inconsistent with any provision of this Program Agreement or other Supplement, the provisions of the Program Agreement, the Product Terms and Conditions Supplement, Supplement A, Supplement B, and Supplement C will control over this Supplement D unless otherwise stated herein.

NOTHING IN THIS SUPPLEMENT LIMITS OR WAIVES:

• ANY RIGHTS YOU HAVE UNDER APPLICABLE FEDERAL AND STATE LAWS GOVERNING THE PROVISION OF INVESTMENT ADVISORY OR FIDUCIARY SERVICES TO YOU (INCLUDING AS APPLICABLE THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND THE INTERNAL REVENUE CODE, AS AMENDED, APPLICABLE TO RETIREMENT ACCOUNTS);
• OUR OBLIGATION TO ACT IN YOUR BEST INTERESTS WHEN PROVIDING THESE SERVICES TO YOU; OR
• PREVENTS YOU FROM SEEKING RECOURSE FROM THE ACORNS PARTIES IN THAT CONNECTION.

THE ACORNS PARTIES ENCOURAGE YOU TO CONSULT WITH YOUR LEGAL COUNSEL CONCERNING THOSE RIGHTS BEFORE ENTERING INTO THIS PROGRAM AGREEMENT AND SUPPLEMENTS AND ANY TIME YOU HAVE QUESTIONS ABOUT SUCH RIGHTS.

The terms and conditions of the Program Agreement, including THE DISPUTE RESOLUTION - MANDATORY ARBITRATION PROVISIONS IN SECTION 13 OF THE PROGRAM AGREEMENT, are incorporated into this Supplement between the Acorns Parties and you.

(Under Section 408(A) of the Internal Revenue Code — Form 5305-A (Revised April 2017))

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, are 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 this Program Agreement as Supplement C1). 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 $5,500 per year for 2013 through 2017. For individuals who have reached the age of 50 by the end of the year, the contribution limit is increased to $6,500 per year for 2013 through 2017. For years after 2017, these 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 account funds may be invested in life insurance contracts, nor may the assets of the custodial account be commingled with other property except in a common trust fund or common investment fund (within the meaning of section 408(a)(5)). 

2. No part of the custodial account 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 Supplement 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 in which you reach age 70 ½. 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 the life of your or the joint lives of you and your designated beneficiary. 

3. If you die before your entire interest is distributed to you, the 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)(iii) 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)(iii) 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)(iii) below if longer.

(iii) there is no designated beneficiary, the remaining interest will be distributed over the remaining life expectancy of you 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 remaining interest will be distributed in accordance with paragraph (i) below or, if elected or there is no designated beneficiary, in accordance with paragraph (ii) below.

(i) the remaining interest will be distributed in accordance with paragraphs (a)(i) and (a)(ii) above (but not over the period in paragraph (a)(iii), even if longer), starting by the end of the calendar year following the year of your death. If, however, the 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 70 ½. 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 paragraph (a)(ii) above (but not over the period in paragraph (a)(iii), even if longer), over such spouse’s designated beneficiary’s life expectancy, or in accordance with paragraph (ii) 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 the 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 2(b) for any year, beginning with the year you reach age 70 ½, 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, the you and your spouse’s) attained age (or ages) in the year.

(b) The required minimum distribution under paragraphs 3(a) and 3(b)(i) for a year, beginning with the year following the year of your death (or the year you would have reached age 70 ½, if applicable under paragraph 3(b)(i)) 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 3(a) and 3(b)(i).

(c) The required minimum distribution for the year you reach age 70 ½ 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 the regulations under 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 (IRS) and to 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 inconsistent with section 408(a) and the related regulations will be invalid. 

Article VII

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

Article VIII

1. Definitions: In this part of this Supplement (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), “Supplement” means this Traditional IRA Custodial Account Supplement, “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 Supplement is accurate. Further, you agree that any directions you give us, or action you take will be proper under this Supplement and that we are entitled to rely on such information or directions.

We 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 on 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 have no duty to monitor the sufficiency or adequacy of your actions or duties or those of your heirs, successors, agents, or assigns, nor are we 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 are not 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 are not 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 Supplement.

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 will 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 applicable 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 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 have no 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) will 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 Supplement (including, without limitations, Section 8.03 and 8.05). All transactions are subject to any and all applicable laws, including 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, will 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 Supplement 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 will 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 on 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 will 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 will constitute a first prior lien against your account. We have the right to change our fee on thirty (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 will be at our sole discretion. Should fees or expenses not be collected, we will 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 will 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 under applicable 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 will be executed through a securities broker/dealer registered under the Exchange Act designated by IRA Services Trust Company (“ISTC”). Any brokerage account maintained in connection herewith will be in our name as the custodian of your account. We will 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 will 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 will 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 will 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 will be your authorized agent, and not ours. We will construe any and all investment directions given by Acorns Advisers, whether written or oral, as having been authorized by you. We will follow the proper written direction of Acorns Advisers and we will be under no duty to review or question, nor will we be responsible for, any of that party’s directions, actions or failures to act. Acorns Advisers’ instructions to us will 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 will assume that the Broker appointed is at all times qualified to act. We will 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 will 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 will be equal to the total equity value of the account and will 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 will 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 will 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 under applicable law. Unless otherwise specified, each beneficiary designation you file with us will cancel all previous ones. The consent of a beneficiary(ies) will 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) will 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 will 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 under applicable 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) will 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 will 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 Supplement at any time by giving written notice to the other. We can resign as custodian at any time effective thirty (30) days after we mail written notice of our resignation to you. On 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 thirty (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 will 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 Supplement 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) will 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 Supplement 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 thirty (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 will 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 under applicable law or this Supplement. The assets in the traditional IRA will not be responsible for the debts, contracts or torts of any person entitled to distributions under this Supplement.

13. What Law Applies: This Supplement is subject to applicable law. If it is necessary to apply any State law to interpret and administer this Supplement, the law of the state of South Dakota will govern.

If any part of this Supplement is determined by a court of competent jurisdiction to be invalid, the remaining parts will not be affected. Neither your nor our failure to enforce at any time or for any period of time any provision of this Supplement will 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 applicable 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 Supplement, 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 Supplement, or (C) any breach or alleged breach, whether passive or active, by a third party of responsibilities under this Supplement. 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) will 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 will 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 Supplement or the breach thereof, or to the traditional IRA or any transactions authorized by you and/ or your agent, will be determined by binding arbitration as described in section 13 of this 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 Supplement commences any legal action, suit, counterclaim, appeal, arbitration, or other proceeding (an “Action”) against the other party to this Supplement to enforce or interpret any term of this Supplement, because of an alleged breach, default, or misrepresentation in connection with any terms of this Supplement, or because of a claim arising out of the terms of this Supplement, the losing or defaulting party will 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 will obtain a judgment in its favor arising out of any Action against the other party to this Supplement, the party against whom such judgment is rendered will 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) will be severable from the other provisions of this Supplement, will survive any judgment, and will not be deemed merged into such judgment.

Supplement E - Roth IRA Custodial Account Supplement

This Roth IRA Custodial Account Supplement (“Supplement”) is part of this Program Agreement. Unless otherwise defined in this Supplement, defined terms have the same meaning as in this Program Agreement. In the event any provision in this Supplement conflicts or is inconsistent with any provision of this Program Agreement or other Supplement, the provisions of the Program Agreement, the Product Terms and Conditions Supplement, Supplement A, Supplement B, and Supplement C will control over this Supplement E unless otherwise stated herein.

NOTHING IN THIS SUPPLEMENT LIMITS OR WAIVES:

• ANY RIGHTS YOU HAVE UNDER APPLICABLE FEDERAL AND STATE LAWS GOVERNING THE PROVISION OF INVESTMENT ADVISORY OR FIDUCIARY SERVICES TO YOU (INCLUDING AS APPLICABLE THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND THE INTERNAL REVENUE CODE, AS AMENDED, APPLICABLE TO RETIREMENT ACCOUNTS); 
• OUR OBLIGATION TO ACT IN YOUR BEST INTERESTS WHEN PROVIDING THESE SERVICES TO YOU; OR
• PREVENTS YOU FROM SEEKING RECOURSE FROM THE ACORNS PARTIES IN THAT CONNECTION. 

THE ACORNS PARTIES ENCOURAGE YOU TO CONSULT WITH YOUR LEGAL COUNSEL CONCERNING THOSE RIGHTS BEFORE ENTERING INTO THIS PROGRAM AGREEMENT AND SUPPLEMENTS AND ANY TIME YOU HAVE QUESTIONS ABOUT SUCH RIGHTS.

The terms and conditions of the Program Agreement, including THE DISPUTE RESOLUTION - MANDATORY ARBITRATION PROVISIONS IN SECTION 13 OF THE PROGRAM AGREEMENT, are incorporated into this Supplement between the Acorns Parties and you.

(Under Section 408A of the Internal Revenue Code — Form 5305-RA (Revised April2017))

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 this Program Agreement as Supplement F). You and the IRA Custodian and Administrator make the following agreement:

Article I

Except in the case of a qualified rollover contribution described in section 408A(e) or 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 $5,500 per year for 2013 through 2017. For individuals who have reached the age of 50 by the end of the year, the contribution limit is increased to $6,500 per year for 2013 through 2017. For years after 2017, these 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 grantor who is single or treated as single, the annual contribution is phased out between adjusted gross income (AGI) of $118,000 and $133,000; for a married grantor filing jointly, between AGI of $186,000 and $196,000; and for a married grantor filing separately, between AGI of $0 and $10,000. These phase-out ranges are for 2017. For years after 2017, the phase-out ranges, except for the $0 to $10,000 range, will be increased to reflect a cost-of-living adjustment, if any. 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 account funds may be invested in life insurance contracts, nor may the assets of the custodial account be commingled with other property except in a common trust fund or common investment fund (within the meaning of section 408(a)(5)).

2. No part of the custodial account 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 remaining interest will be distributed in accordance with paragraph (a) below or, if elected or there is no designated beneficiary, in accordance with paragraph (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 by sections 408(i) and 408A(d)(3)(E), Regulations sections 1.408-5 and 1.408-6, or other 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 Supplement 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 Supplement (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), “Supplement” means this Roth IRA Custodial Account Supplement, “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 Supplement is accurate. Further, you agree that any directions you give us, or action you take will be proper under this Supplement and that we are entitled to rely on such information or directions.

We will 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 on 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 will have no duty to monitor the sufficiency or adequacy of your actions or duties or those of your heirs, successors, agents, or assigns, nor will 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 will 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 will 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 Supplement.

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 applicable law, or that any rollover contribution will be excludable from income for federal or state income tax purposes.

b. Custodial Account — We will 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 applicable 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 will 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 will 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) will 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 Supplement (including, without limitations, Section 9.03 and 9.05). All transactions will be subject to 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, will 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 Supplement 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 will 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 on 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 will 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 will constitute a first prior lien against your account. We have the right to change our fee on thirty (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 will be at our sole discretion. Should fees or expenses not be collected, we will 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 will 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 under applicable 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 will be executed through a securities broker/dealer registered under the Exchange Act designated by ISTC. Any brokerage account maintained in connection herewith will be in our name as the custodian of your account. We will 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 will 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 will 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 will 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 will be your authorized agent, and not ours. We will construe any and all investment directions given by such person, whether written or oral, as having been authorized by you. We will follow the proper written direction of Acorns Advisers and we will be under no duty to review or question, nor will we be responsible for, any of that party’s directions, actions or failures to act. Acorns Advisers’ instructions to us will 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 will assume that the Broker appointed is at all times qualified to act. We will 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 will 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 will be equal to the total equity value of the account and will 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 will 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 will 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 under applicable law. Unless otherwise specified, each beneficiary designation you file with us will cancel all previous ones. The consent of a beneficiary(ies) will 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) will 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 under applicable 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) will 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 will 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 Supplement at any time by giving written notice to the other. We can resign as custodian at any time effective thirty (30) days after we mail written notice of our resignation to you. On 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 thirty (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 will 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 Supplement 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) will 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 Supplement 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 thirty (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 will 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 will 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 Supplement. 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 under applicable law or this Supplement. The assets in the Roth IRA will not be responsible for the debts, contracts or torts of any person entitled to distributions under this Supplement.

13. What Law Applies: This Supplement is subject to applicable law. If it is necessary to apply any State law to interpret and administer this Supplement, the law of the state of South Dakota will govern.

If any part of this Supplement is determined by a court of competent jurisdiction to be invalid, the remaining parts will not be affected. Neither your nor our failure to enforce at any time or for any period of time any provision of this Supplement will 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 applicable 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 Supplement, 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 Supplement, or (C) any breach or alleged breach, whether passive or active, by a third party of responsibilities under this Supplement. 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) will 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 will 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 Supplement or the breach thereof, or to the Roth IRA or any transactions authorized by you and/or your agent, will be determined by binding arbitration as described in Section 13 of this 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 Supplement commences any legal action, suit, counterclaim, appeal, arbitration, or other proceeding (an “Action”) against the other party to this Supplement to enforce or interpret any terms of this Supplement, because of an alleged breach, default, or misrepresentation in connection with any terms of this Supplement, or because of a claim arising out of the terms of this Supplement, the losing or defaulting party will 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 obtains a judgment in its favor arising out of any Action against the other party to this Supplement, the party against whom such judgment is rendered will 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) will be severable from the other provisions of this Supplement, will survive any judgment, and will not be deemed merged into such judgment.

Supplement F - Individual Retirement Account Disclosure Statement

Forge Trust (f/k/a IRA Services Trust Company) is the Custodian and Administrator for Acorns IRA accounts, (known as Acorns Later Accounts and sometimes referred to herein Supplement F as “custodial account”).

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 Traditional IRA Custodial Account Supplement or the Roth IRA Custodial Account Supplement) 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 law which may differ from federal law. The Acorns Parties do not provide tax advice. 

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

Forge Trust (f/k/a 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 applicable 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 applicable law; 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 applicable law.

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 period specified by state law, your assets must be transferred to the state. We are required under applicable 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 (7) 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 2024). 

For tax years after 2024, 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 Traditional IRA Custodial Account) for the exclusive benefit of you and your beneficiaries, created by a written instrument (the Traditional IRA Custodial Account Supplement). 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 on 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 sixty (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 on 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 on 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. On 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 (5) 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 will 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 will 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 Roth IRA Custodial Account), which is an account for the exclusive benefit of you and your beneficiaries, created by a written instrument (the Roth IRA Custodial Account Supplement). 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 sixty (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 (5) 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 will 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 will 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 DISCLOSURES, 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 (2) 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 required minimum distribution 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 FORGE TRUST (f/k/a 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 Forge Trust (f/k/a 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 Forge Trust (f/k/a 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 receive directly from you on applications and other forms;

•   information about your transactions with us;

•   information about your transactions with nonaffiliated third parties; and

•   information from consumer reporting agencies.

Information We Disclose About You

It is our policy not to disclose any non-public personal information about customers to anyone, except as required under applicable 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 under applicable law.

Supplement G - Checking Account Supplement

This Checking Account Supplement (“Supplement”) is part of this Program Agreement. Unless otherwise defined in this Supplement, defined terms have the same meaning as in this Program Agreement. In the event any provision in this Supplement conflicts or is inconsistent with any provision of this Program Agreement, the provisions of this Supplement will control for matters or services related to this Supplement.    

By entering into the Program Agreement and choosing to participate in one or more Acorns Checking Accounts, you agree to enter into this Checking Account Supplement with Acorns Pay, which comes into effect when you enter into the Program Agreement and choose to participate in one or more Acorns Checking Accounts.

G1. Important Disclosures for Acorns Checking Accounts

Acorns Checking Accounts are demand deposit bank accounts established with either Lincoln Savings Bank and nbkc Bank, in their roles as the Banks of Record. The Acorns Green Card Checking Account and the Acorns Mighty Oak Checking Account each include an Acorns Debit Card, which is issued by the particular Bank of Record. For Acorns Checking Accounts opened on or after March 21, 2019, in order to receive an Acorns Debit Card, a one-time $25 minimum deposit into your Acorns Checking Account may be required. No minimum balance is required to maintain any Acorns Checking Account.

Application for, and use of, all Acorns Checking Accounts is subject to the approval of the particular Bank of Record, and subject to certain disclosures, terms, and conditions thereof. Specifically, in order to apply for an Acorns Checking Account, you must agree to each of the following disclosures and agreements with the selected Bank of Record:

Lincoln Savings Bank Agreements

• E-Sign Consent
• Truth in Savings Disclosure
• Terms and Conditions with the Bank of Record
• Electronic Funds Transfers Disclosure
• Funds Availability Disclosure
• Privacy Notice of the Bank of Record

nbkc Bank Agreements

E-sign Consent

Consumer Deposit Agreement

Privacy Policy of nbkc Bank

Consumer Authorization Form

The Banks of Record may modify the disclosures and/or agreements required to apply for and open any Acorns Checking Account in their sole discretion at any time. The Bank of Record Agreements are separate from this Program Agreement, and you must separately agree to each of them at the time you apply for an Acorns Checking Account. You may also be required to provide additional Client Information to Acorns Pay and/or the Banks of Record for the purpose of verifying or re-verifying your identity at the time you apply for an Acorns Checking Account.

All Acorns Checking Accounts are insured by FDIC up to at least $250,000 per depositor, per ownership category. FDIC insurance applies only to accounts held in the United States and its territories and possessions. For details, please refer to the brochure published by the FDIC or visit the FDIC website at www.fdic.gov.

G1.1 Acorns Checking Accounts

You may make deposits to your Acorns Mighty Oak or Green Card Checking Account via ACH transfer from external linked funding sources, or other Acorns or Bank of Record Accounts (both preauthorized and manual), remote deposit capture of paper checks, direct deposit from your payroll provider, and certain peer-to-peer payment services. You may make withdrawals from your Acorns Mighty Oak and Green Card Checking Account via ACH transfer from external linked funding sources, Acorns Debit Card transactions, cash withdrawals from ATMs, check payment through the Application, and certain peer-to-peer payment services. Deposits and withdrawals to/from Acorns Green Card and Mighty Oak Emergency Fund Accounts may be made only via ACH Transfer from an Acorns Green Card or Mighty Oak Checking Account, respectively.  

G1.2 [Intentionally Omitted] 

G1.3 ATM Transactions

G1.3.1 ATM Surcharge Fees

Your Acorns Debit Card allows you to withdraw cash from any ATM in the United States, and any ATM belonging to the VisaTM Plus network worldwide. If you withdraw cash from an ATM within the Allpoint Network, you will not be charged an ATM surcharge fee. If you withdraw money at an ATM outside of the Allpoint Network, you may incur ATM fees. In addition, you may incur currency fees in connection with ATM usage outside the United States. Acorns Pay will provide notice to Acorns Debit Cardholders if it determines to change the provisions of this Section G1.3.1.

G1.4 Check Deposits

Your Acorns Mighty Oak and Green Card Checking Accounts include the ability to deposit paper checks via mobile remote deposit capture in the Application. To use this feature, you must initiate a check deposit in the mobile application using a mobile device equipped with a camera. The mobile remote deposit capture feature in the Application is the only means by which you may deposit paper checks. You may be required to review and accept additional Acorns Mighty Oak and/or Green Card Checking Account Mobile Remote Deposit Service Terms at the time you use mobile remote deposit capture in the Application. In accordance with applicable law, Acorns Pay and the applicable Bank of Record reserve the right to place holds on certain funds deposited via Mobile Remote Deposit Service. You may not deposit cash into any Acorns Checking Account.

G1.5 Check Payments

Your Acorns Mighty Oak and Green Card Accounts include the ability to make payments via check in the Application. Payments via check may only be initiated through the Application and, provided the applicable Acorns Checking Account has funds sufficient to pay such check, Acorns Pay or one of its partners will send a check via mail in the amount you designate to your designated payee. No checks may otherwise be written on your Acorns Checking Account.

G1.6 Real Time Round-Ups® Feature

Purchases made on an Acorns Debit Card are eligible for Real Time Round-Ups®. Real Time Round-Ups®, if turned on in your Settings, will debit the Real Time Round-Ups® amount from the applicable Acorns Checking Account contemporaneously with your purchase. Real Time Round-Ups® may be controlled in your Settings within the Application.

G1.7 Statements

Monthly statements detailing your Acorns Checking Account(s) activity will be provided to you in the Application. You agree that you are responsible for reviewing all statements for your Acorns Checking Account(s). All statements will be considered accurate unless you notify Acorns Customer Service in writing no later than ten (10) Business Days after receipt of the applicable statement that the information is inaccurate.

G1.8 Closing Acorns Checking Accounts

If you should choose to close any Acorns Checking Account, you may do so in the Application or by notifying Acorns Customer Service by email at support@acorns.com or by calling (855) 739-2859. If any Acorns Checking Account remains at a zero balance for more than three hundred sixty-five (365) consecutive days, or has a negative balance for more than fifteen (15) days, Acorns Pay and/or the Bank of Record may close such account in their sole discretion. The Acorns Parties, by and through Acorns Pay or its agents may also close such account in their sole discretion as otherwise set forth in the Program Agreement and Supplements.

G1.8.1 Netting Rights for Negative Acorns Checking Accounts

If any Acorns Checking Account enters a state of negative balance for three (3) or more days, you authorize the applicable Acorns Party to sell shares in your Acorns Invest Account and use the proceeds of such sale to satisfy your debt to the Acorns Checking Account, in accordance with applicable law. We will sell such shares only as necessary to bring your account to a zero balance. If there are insufficient funds in your Acorns Invest Account to bring your Acorns Checking Account to a zero balance, the Acorns Parties reserve the right to close all open Acorns Accounts in their sole discretion and all of the proceeds from the sale of shares in your Acorns Invest Account may be applied to the debt in your Acorns Checking Account.

G1.8.2 Netting Rights for Negative Acorns Managed Accounts

You agree and authorize Acorns Pay to place a hold on your Acorns Checking Account whenever any of your Managed Accounts has had a negative balance for at least three (3) days, up to an amount that is the lesser of: a) the amount needed to bring the Managed Account back to a $0.00 balance; or b) the then-current value of your Checking Account.

In the event that any Acorns Managed Account has a negative balance that persists for three (3) or more days within the prior 30 days, you further authorize Acorns Pay to electronically debit your Acorns Checking Account, on a recurring basis every 30 days in accordance with applicable law. The amount you authorize to be debited from your Acorns Checking Account will be the amount required to bring any of your Acorns Managed Accounts to a non-negative balance, up to the limit of the then-current value of your applicable Checking Account. You understand that occasionally, withdrawals may be delayed due to statutory holidays or unforeseen circumstances. At such times, the withdrawal will be processed at the earliest possible date. You further understand that it may take several days for the debit to be reflected in your Acorns Checking Account. You understand that your authorization, once given, will remain in full force and effect until you notify Acorns Pay by calling (855) 739-2859 or by emailing support@acorns.com that you wish to revoke this authorization. If you contact us by telephone, we may also require you to put your request in writing and get it to us within 14 days. We may charge you up to $35 for each stop-payment order you give. You understand that Acorns Pay requires at least 3 days’ prior notice in order to cancel this authorization.

Where these payments vary in amount, Acorns Pay will notify you 10 days before each payment, when it will be made and how much it will be. You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.

If there are insufficient funds in your Acorns Checking Account to bring the applicable Managed Account to a zero dollar balance, or if you do not agree to these terms, you understand that the Acorns Parties reserve the right to close all of your Acorns Accounts in their sole discretion. 

G1.9 Reopening Acorns Checking Accounts

If you previously closed an Acorns Checking Account, and determine to open a new Acorns Checking Account, you acknowledge that you will be opening a new account and not reopening your closed account. To open a new account, you must agree to all current terms and agreements governing Acorns Checking Accounts, and be approved by the applicable Bank of Record as an accountholder. Additionally, any previous Acorns Debit Card will remain inactive and a new card, connected to your new Acorns Checking Account will be delivered to you on completion of signup and verification of your account.

G2. Subscription Fee for Acorns Checking Accounts

G2.1 Additional Services Covered by Subscription Fee

Notwithstanding anything to the contrary in the Supplements, the services covered by the Subscription Fee will include any fees due to be paid or expenses due to be reimbursed to Acorns Pay in connection with Acorns Checking Accounts. You agree to pay the Subscription Fee in accordance with the Supplements, including Section 4 and Schedule 1 of this Program Agreement. You acknowledge that the Subscription Fee may change from time to time upon written notice and disclosed on the Acorns Website. Except for the Subscription Fees payable pursuant to Section 4 and other fees set forth in Schedule 1 of this Program Agreement, Acorns Pay will not charge you any fees in connection with any Acorns Checking Account or the Banking Services. The Banks of Record will not charge you any fee in connection with any Acorns Checking Account.

G2.2 Debit Authorization to Pay Subscription Fee

You agree you will pay the Subscription Fee by recurring monthly Electronic Funds Transfer debit that deducts money from your Primary Funding Source. You authorize Acorns Grow and/or Acorns Advisers, and their agents, to initiate the recurring monthly debit from your Primary Funding Source in Section A6 of the Investment Advisory Agreement Supplement. If you choose one or more Acorns Checking Account, you agree your Acorns Checking Account (except for the Green Card and/or Mighty Oak Emergency Fund Accounts) may be the Primary Funding Source from which your Subscription Fee will be deducted. If an Acorns Checking Account is your Primary Funding Source and Acorns Grow is unable to collect your Subscription Fee via Electronic Funds Transfer payment from your Acorns Checking Account, you authorize Acorns Grow and/or Acorns Advisers, and any of their agents, to collect your Subscription Fee in accordance with Section 4 of this Program Agreement. If you have chosen an Acorns Checking Account but have not funded that account, Acorns Grow may deduct your Subscription Fee, including the relevant fee for your Acorns Checking Account, from your other Funding Source.

G3. Smart Deposit

Smart Deposit is an optional feature available to Acorns Mighty Oak and Green Card Checking Accountholders who have direct deposit established for paychecks. You will be able to select a percentage of your direct deposit to be allocated to your Acorns Invest Account and/or your Acorns Later Account. By using this feature, you authorize the Acorns Parties to use the ACH and/or other Electronic Funds Transfer network to move the funds you select from your Acorns Checking Account to your Acorns Invest Account and/or your Acorns Later Account.

Participation in this feature is optional and may be terminated at any time. You may make changes to your allocation until your direct deposit has settled, which occurs eighteen (18) hours after the Acorns Parties detect your direct deposit paycheck. You will receive a push notification when the Acorns Parties detect your direct deposit and receive an additional prompt in the Application to make changes during that eighteen (18) hour period. The Acorns Parties will make their best effort to suspend transfers to your Acorns Later Account if they detects you have met the annual IRA contribution limit; however, the Acorns Parties make no assurances that this will be accurate and have no way to know what contributions are made to accounts held outside of any Acorns Party. For the avoidance of doubt, you are solely responsible for monitoring your contribution limits and preventing the exceeding of such limits. If the Acorns Parties believe they have detected your contribution limit has been met, Acorns Advisers and/or Acorns Securities will send you a communication to alert you and remind you that the full investment allocation will be placed in your Acorns Invest Account going forward.

G4. Bank of Record

Acorns Pay presently engages two Banks of Record, but may engage additional or fewer banks of record in the future.

Lincoln Savings Bank and nbkc Bank presently act as the Banks of Record for Acorns Checking Accounts and issuer of debit cards for Acorns Debit Cards. Lincoln Savings Bank and nbkc are banks chartered under the laws of Iowa and Kansas, respectively, and are members of the FDIC. Applying for any Acorns Checking Account means you will be submitting an application for one or more checking account(s) to one of the Banks of Record. All applications for Acorns Checking Accounts are subject to approval by the relevant Bank of Record. The Banks of Record are not parties to this Program Agreement or any Supplement, provided that you remain bound by your respective agreement(s) with the applicable Bank of Record and all terms set forth therein.

G5. Roles, Rights and Duties

By agreeing to this Program Agreement, you acknowledge you will be bound, and represent and warrant to Acorns Pay that you will abide by, the terms and conditions of the applicable Bank of Record Agreements. If there is any conflict or discrepancy between the Bank of Record Agreements and any other Supplement, the Bank of Record Agreements will govern with respect to Acorns Checking Accounts subject to the following sentence and Section G6, which will govern to the extent either conflicts with the Bank of Record Agreements. 

You acknowledge and agree that, notwithstanding anything to the contrary, Acorns Pay, its parent company, and any of their affiliates, officers, directors, employees, members, and owners, will have no duty to perform or liability for any failure to perform any obligation of the Banks of Record in the Program, under any Supplement, or under the Bank of Record Agreements except to the limited extent that the Bank of Record has expressly and duly delegated its duties and liabilities to Acorns Pay or other applicable Acorns Party pursuant to an applicable agreement between the Bank of Record and Acorns Pay or other applicable Acorns Party.

Nothing in this Program Agreement or this Checking Account Supplement will be construed as limiting in any way any of your rights with respect to the obligations of the Bank of Record under the Bank of Record Agreements.

G6. Communications Between You and the Bank of Record

The Banks of Record have delegated all customer service responsibility to the Acorns Parties. You agree to direct all communications between you and the Banks of Record through Acorns Customer Service in accordance with the client support provisions and contact information in this Program Agreement.

G7. Assignment

Acorns Pay will not assign its rights or obligations under this Checking Account Supplement or this Program Agreement, with the exception of assignments to its affiliates, 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 sixty (60) calendar days of being notified through the Acorns Website, the Application, or by email of any intent of Acorns Pay to assign such rights or obligations set forth herein.

Supplement H - Custom Portfolio Account Supplement  

This Custom Portfolio Account Supplement (“Supplement”) is part of this Program Agreement. Unless otherwise defined in this Supplement, defined terms have the same meaning as in this Program Agreement. In the event that any provision in this Supplement conflicts or is inconsistent with any provision of this Program Agreement, the provisions of this Supplement will control for matters or services related to this Supplement. 

NOTHING IN THIS SUPPLEMENT LIMITS OR WAIVES:

• ANY RIGHTS YOU HAVE UNDER APPLICABLE FEDERAL AND STATE LAWS GOVERNING THE PROVISION OF INVESTMENT ADVISORY OR FIDUCIARY SERVICES TO YOU (INCLUDING AS APPLICABLE THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND THE INTERNAL REVENUE CODE, AS AMENDED, APPLICABLE TO RETIREMENT ACCOUNTS),
• OUR OBLIGATION TO ACT IN YOUR BEST INTERESTS WHEN PROVIDING THESE SERVICES TO YOU, OR
• PREVENTS YOU FROM SEEKING RECOURSE FROM THE ACORNS PARTIES IN THAT CONNECTION. 

THE ACORNS PARTIES ENCOURAGE YOU TO CONSULT WITH YOUR LEGAL COUNSEL CONCERNING THOSE RIGHTS BEFORE ENTERING INTO THIS PROGRAM AGREEMENT AND ANY TIME YOU HAVE QUESTIONS ABOUT SUCH RIGHTS. 

The terms and conditions of the Program Agreement, including THE DISPUTE RESOLUTION - MANDATORY ARBITRATION PROVISIONS IN SECTION 13 OF THE PROGRAM AGREEMENT, are incorporated into this Supplement between the Acorns Parties and you.

An Acorns Custom Portfolio Account is a non-discretionary, taxable account which is up to 50% discretionary and at least 50% non-discretionary. You direct the investment for up to 50% of the holdings of your account and Acorns Advisers will direct investment for the remaining 50% or more of your account (including up to 5% of the account into a bitcoin-linked ETF). This Supplement relates to the up to 50% portion of your Acorns Custom Portfolio Account that is discretionary.  

Under this Supplement, as an accommodation and on a basis that is incidental to the investment advisory services Acorns Advisers provides, you may direct Acorns Advisers to place your Self-Directed Orders for your Custom Portfolio Account with Acorns Securities. Acorns Advisers does not act as a broker and does not charge any compensation for the Custom Portfolio program with the exception of the Subscription Fee and any fees identified in “Other Fees for Specially Requested Services and Irregular Occurrences” in  Schedule 1, hereto. Acorns Advisers reserves the right to not accept any requested Self-Directed Order in its sole discretion.

H1. Your Responsibility for Self-Directed Orders; No Investment Advice or Recommendations

You are solely responsible for any Self-Directed Orders placed through your Acorns Custom Portfolio Account, and you understand that all Self-Directed Orders you submit using your Acorns Custom Portfolio Account are based on your investment decisions. You are responsible for the suitability of any investments or investment decisions you make in your Acorns Custom Portfolio Account, and Acorns Advisers’ placement of Self-Directed Orders at your direction does not signify any view or judgment on the part of Acorns Advisers or Acorns Securities that the investments or investment decisions are suitable for you or consistent with how Acorns Advisers manages your Acorns Invest Account. No Acorns Party or Indemnified Persons will be liable for any losses or other damages resulting from your choice of securities to include in or exclude from your Custom Portfolio Account.

You agree that, while Acorns Advisers offers general education and advice on self-directed investing concepts applicable to your Custom Portfolio Account, neither Acorns Advisers nor any other Acorns Party provides investment advice on your specific Acorns Custom Portfolio Account investments or related investment decisions. Acorns Advisers will not consider the individual investments in your Custom Portfolio Account when managing the investments in your Acorns Base Portfolio. Any research materials or information available through the Application, Acorns’ Website or the website of any of its affiliates are intended for informational and educational purposes only. They are not recommendations to enter into any specific securities transactions or to engage in any specific investment strategies in connection with your Acorns Custom Portfolio Account. No Acorns Party will provide any tax or legal advice. You understand that any transactions executed in your Acorns Custom Portfolio Account, whether based on information obtained from Acorns Advisers or elsewhere, will be solely your decision and based on your evaluation of your investment objectives, financial resources, experience and risk.

H2. Order Handling 

Acorns Advisers aggregates all orders for the same security among Acorns Custom Portfolio Account account holders and routes them to Acorns Securities for execution once a day (each, a “Window Trade”). Please refer to the FAQs available on the Website for more details on current Window Trade times. Self-Directed Orders are “not held”. This means that neither Acorns Advisers nor Acorns Securities has any obligation to seek to execute the orders in the market immediately on receipt. Routing and execution of Window Trades may be undertaken (i) before the close of regular trading hours on any given Business Day, or (ii) on the Business Day following submission of your Self-Directed Order, depending on when Acorns Advisers (and, in turn Acorns Securities) receives your Self-Directed Order. Executed Window Trades will be allocated to participating accounts pro rata at an average price for the related execution(s). At your request made by contacting Acorns Customer Support, Acorns Advisers will make available to you the underlying records reflecting the actual transaction prices. Acorns Securities executes Self-Directed Orders only when placed by Acorns Advisers, and does not accept purchase or sale orders from any Custom Portfolio Account owner.

You understand and agree that, given that your Self-Directed Orders will only be executed as Window Trades (and not immediate), the execution of your Self-Directed Orders may result in less favorable executions and prices than if you were to place your orders with a Broker Dealer that accepts and executes market, limit or other orders that give you more control over the timing or terms of your orders.

H3. Limitations on Transaction Types

You acknowledge that your Custom Portfolio Account is a special type of account because it is to be used only in connection with your Self-Directed Orders. You further acknowledge that many types of typical brokerage products, services, and transactions are not available in your Custom Portfolio Account. The types of products, services, and transactions that will generally not be available in your Custom Portfolio Account include without limitation (i) transactions in corporate bonds, municipal or other government securities, mutual fund shares, private fund interests, limited partnership interests, or any securities other than the ETFs or Stocks made available through your Custom Portfolio Account; (ii) margin lending or trading; and (iii) short sales.

H4. Investment Credit Types

Deposits At-Will, recurring transfers, and Round-Ups® Deposits from an external Funding Source will be invested in your Base Portfolio Account and Custom Portfolio Account, based on your allocation targets. Deposits At-Will, recurring transfers, and Real-Time Round-Ups® Deposits from an Acorns Checking Account; Earn Rewards; Referral Rewards; and Smart Deposits are not presently available as investment types into your Custom Portfolio Account, and such investment types shall be deposited only into your Base Portfolio Account.

H5. Termination of Acorns Custom Portfolio Accounts

You, Acorns Advisers, or Acorns Securities may close any or all of your Acorns Custom Portfolio Accounts and terminate this Supplement at any time for any reason. You may close any or all of your Acorns Custom Portfolio Accounts and terminate this Supplement in the Application or by sending an email request via support@acorns.com, provided that:

• if you terminate any Supplement with respect to any Acorns Custom Portfolio Account, you will be deemed to simultaneously terminate all of the Supplements with respect to that Acorns Custom Portfolio Account;

• Acorns Securities will, before closing your Acorns Custom Portfolio Account, settle any purchases or sales pending when Acorns Advisers initiates or receives a request to close your Acorns Custom Portfolio Account;

• Acorns Advisers and/or Acorns Securities may, before closing your Acorns Custom Portfolio Account, deduct any unpaid and pro-rated portion of the respective Subscription Fees owed for the day the Acorns Parties received your closure instruction and days prior and any other fees owed for specially requested services or irregular occurrences, including paper delivery of documents or transfer or physical delivery of securities, or otherwise set forth in Schedule 1.

If you request to close any Acorns Custom Portfolio Account, Acorns Securities will sell all securities in your Acorns Custom Portfolio Account and send the proceeds, less any portion of the Subscription Fee and other fees due, to your Funding Source. Notwithstanding the foregoing, if you close your Acorns Custom Portfolio Account and direct Acorns Securities to transfer any securities in the Account to another Broker Dealer, Acorns Securities will (1) will transfer to the other Broker Dealer, in accordance with your instructions, the whole share securities in your Acorns Custom Portfolio Account, and (2) liquidate fractional Stock positions and cash resulting from the sale of the interests will be transferred to your Funding Source, after each of the following are paid for with the proceeds of any such sale: any Withdrawals pending when the termination notice was received or sent by Acorns Securities; 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.

H6. Investment Risks

You acknowledge that:

• the securities in your Acorns Custom Portfolio Account may increase or decrease in value;

• money invested in your Acorns Custom Portfolio Account is subject to market risk and the loss of up to the amount invested;

• past performance does not guarantee future results;

• investment performance of any kind can never be guaranteed. Neither Acorns Advisers nor any Acorns Party represents or warrants the present or future level of risk or volatility in, or the future performance of, any ETF or Stock in your Acorns Custom Portfolio Account or your Acorns Passion Account overall;

• by participating in the Program, you may lose opportunities to make other investments and to realize gains from such other investments;

• data provided by Acorns Advisers and its service providers may not be free from error or inaccuracies;

• investments in Acorns Custom Portfolio Account are not guaranteed by the FDIC, any bank, or any government;

• your self-directed Custom Portfolio Account is designed for investments in securities purchased based on allocation decisions you make without any advice or recommendations from any Acorns Party; and

• removing any securities from your self-managed Custom Portfolio Account will change the weightings of ETFs and/or Stocks in the resulting altered portfolio in a way that may deviate from the allocation decisions that you provided to Acorns Advisers and may adversely impact performance.

Glossary of Terms

When the following capitalized terms are used in this Program Agreement including any the Supplements, the following definitions apply:

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

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 the Acorns Parties engage 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 Acorns Securities and to transfer money from Acorns Securities to your Funding Source, and/or any other electronic funds transfer operator performing the same substantially similar service engaged by the Acorns Parties.

Acorns used alone means the applicable Acorns Party designated by the Acorns Parties in their sole discretion.

Acorns Account means any combination of Acorns Managed Account(s) and Acorns Checking Account(s).

Acorns Advisers means Acorns Advisers, LLC.

Acorns Assist means a promotional pricing plan that may be available to eligible customers who certify they are facing financial hardship.

Acorns Benefits Hub means certain products or services available to you from the Application and/or Acorns Website, which may include without limitation, access to products or services for purposes of estate planning, life insurance, tax filing, and/or others as made available from time to time, and as applicable to your Subscription Plan.

Acorns Checking Account means an Acorns Green Card Checking Account, an Acorns Green Card Emergency Fund Account, an Acorns Mighty Oak Checking Account, and/or an Acorns Mighty Oak Emergency Fund Account.

Acorns Debit Cards means a Visa™ debit card used to access either an Acorns Green Card Checking Account or an Acorns Mighty Oak Checking Account. Acorns Debit Cards are issued by the Banks of Record.

Acorns Early means access to the Acorns Early Platform operated by GoHenry, Inc., d/b/a Acorns Early, a wholly owned subsidiary of Acorns Grow, Inc. Access to, and use of, Acorns Early is subject to all terms and conditions of Acorns Early, including, but not limited to, those located at https://www.acorns.com/gohenry-terms-and-conditions/.

Acorns Early Invest Account means a non-retirement custodian account, established under the Uniform Gift Minors Act or Uniform Transfer Minors Act, that Acorns Securities establishes and carries for you to hold your ETF Shares and Cash and record your transactions pursuant to the Investment Advisory Agreement Supplement and Brokerage Supplement. Each Acorns Early Invest Account identifies a beneficiary who will take control of the account at age of transfer determined by the custodian. An Acorns Early Invest Account may be referred to as “Acorns Early Invest” or “Early Invest” in this Program Agreement, on the Acorns Website, or in the Application.  

Acorns Earn means the service offered by Acorns Grow, through which you can earn Earn Rewards by shopping in the “Earn” section of the Application or Acorns Website, and/or through certain browser extensions, as available, and subject to the terms and conditions of each applicable Earn Rewards promotion.

Acorns Green Card Checking Account means an FDIC-insured non-interest bearing individual demand deposit bank account established with the relevant Bank of Record that includes an Acorns Green Debit Card. Application for, and use of an, Acorns Green Card Checking Account is subject to the approval of the relevant Bank of Record. 

Acorns Green Card Emergency Fund Account means an FDIC-insured non-interest bearing individual demand deposit bank account established with the relevant Bank of Record. Application for, and use, of an Acorns Green Card Emergency Fund Account is subject to the approval of the relevant Bank of Record. Deposits and withdrawals to/from an Acorns Green Card Emergency Fund Account may be made only via ACH Transfer from an Acorns Green Card Checking Account. 

Acorns Grow means Acorns Grow, Incorporated.

Acorns Invest Account means a non-retirement advisory account that Acorns Advisers establishes for you and holds with Acorns Securities. There are four Portfolio types of Invest Accounts: (i) a Base Portfolio Account (Core); (ii) a Base Portfolio Account (ESG); (iii) a Custom Portfolio Account (Core); and (iv) A Custom Portfolio Account (ESG). The Base Portfolio Account types hold your ETF Shares and Cash, and the Custom Portfolio Account types provide a partially self-directed investment account. The Base Portfolio Account is required for all participants and the Custom Portfolio Account is optional. See Custom Portfolio as defined below.

Acorns Later Account means any individual retirement account for which Acorns Advisers provides investment advice and that the IRA Custodian and Administrator establishes and maintains for you to hold your ETF Shares and Cash and record your transactions pursuant to the Later Account Supplement. An Acorns Later Account may be an Acorns Traditional IRA Custodial Account or an Acorns Roth IRA Custodial Account, depending on the recommendation provided to you by Acorns, or a SEP IRA. An Acorns Later Account may be referred to as “Acorns Later” or “Later” in this Program Agreement, on the Acorns Website, or in the Application.

Acorns Managed Account(s) or “Managed Account(s)” means an Acorns Invest Account (including Base Portfolio Accounts and/or Custom Portfolio Accounts), Acorns Later Account(s), Acorns Early Invest Account(s), or any of your selected combination thereof.

Acorns Mighty Oak Checking Account means an FDIC-insured interest bearing individual demand deposit bank account established with the relevant Bank of Record that includes an Acorns Mighty Oak Debit Card. Application for, and use of, an Acorns Mighty Oak Checking Account is subject to the approval of the relevant Bank of Record.

Acorns Mighty Oak Emergency Fund Account means an FDIC-insured high-yield interest bearing individual demand deposit bank account established with the relevant Bank of Record. Application for, and use, of an Acorns Mighty Oak Emergency Fund Account is subject to the approval of the relevant Bank of Record. Deposits and withdrawals to/from an Acorns Mighty Oak Emergency Fund Account may be made only via ACH Transfer from an Acorns Mighty Oak Checking Account. 

Acorns Party(ies) means all entities under common ownership or control with Acorns Grow, whether or not in existence as of the time of this Program Agreement, including Acorns Advisers, Acorns Pay, and Acorns Securities, and any other entity Acorns Grow shall designate as affiliated with Acorns Grow.

Acorns Pay means Acorns Pay, LLC.

Acorns Roth IRA Custodial Account means any Roth individual retirement account for which Acorns Advisers provides investment advice and that the IRA Custodian and Administrator establishes and maintains for you to hold your ETF Shares, and Cash and record your transactions pursuant to the Roth IRA Custodial Account Supplement. For more information on Roth individual retirement accounts, see the other Later Supplements and the Roth individual retirement account disclosure section of the IRA Disclosure (Later Account Supplement at C).

Acorns Securities means Acorns Securities LLC, a Broker Dealer registered with the SEC and a member of FINRA that provides brokerage services to Acorns Managed Accounts and is generally responsible for maintaining and recording transactions in Cash, ETF Shares and Stocks in your Acorns Managed Account(s), except as otherwise designated to the IRA Custodian and Administrator as set forth herein.

Acorns Traditional IRA Custodial Account means any traditional individual retirement account or simplified employee pension individual retirement account for which Acorns Advisers provides investment advice and that the IRA Custodian and Administrator establishes and maintains for you to hold your ETF Shares and Cash and record your transactions pursuant to the Traditional IRA Custodial Account Supplement. For more information on traditional individual retirement accounts and simplified employee pension individual retirement accounts, see the other Later Supplements and the traditional individual retirement account disclosure section of the IRA Disclosure (Later Account Supplement at C).

Acorns User Account means your user account with Acorns Grow, which allows you access to the overall account services and Platform, as applicable to your selected Subscription Plan.

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

Advisers Act means the Investment Advisers Act of 1940, as amended.

Advisory Fee means the portion of the Subscription Fee payable to Acorns Advisers for the Advisory Services.

Advisory Services means the services Acorns Advisers provides you as set forth herein, including without limitation under the Investment Advisory Agreement Supplement.

Aggressive Portfolio means the only portfolio selection available in the Acorns Early Invest Portfolio.

Application means the software and technology that Acorns Grow provides for you to access your Acorns User Account and Platform, using an internet-connected device that is compatible with the Application.

Bank of Record means either nbkc Bank or Lincoln Savings Bank, as applicable.

Bank of Record Agreements means the following agreements and/or disclosures between you and a Bank of Record: (i) e-signature and electronic disclosures agreement; (ii) truth in savings disclosure; (iii) terms and conditions with the Bank of Record; (iv) electronic funds transfer disclosure; (v) funds availability disclosure; (vi) privacy policy of the Bank of Record, each of which are available in the Application; and (vii) all such other agreements and/or disclosures as required by the applicable Bank of Record in its sole discretion. The Bank of Record Agreements are separate from this Program Agreement, and you must separately agree to each of them at the time you apply for an Acorns Checking Account and as otherwise required by the Bank of Record.

Banking Services means the services Acorns Pay provides to you in connection with the Bank(s) of Record under this Program Agreement and the Checking Account Supplement.

Base Portfolio Account see “Invest Account” below.

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

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

Business Day means a day when: (i) the New York Stock Exchange or NASDAQ opens for trading during all or part of that day; and (ii) banks in the United States are generally open for business during all or part of that day.

Carrying Broker means Acorns Securities, LLC. 

Cash means the money credited to your Acorns Managed Account(s). Cash includes money you send to Acorns Securities from your Funding Source to buy securities and money you receive from sales of securities, or dividends or interest paid by ETFs and/or Stocks.

Clearing Agreement means the omnibus clearing agreement between the Carrying Broker and the Clearing Broker. Under an omnibus clearing arrangement, a Clearing Broker maintains one account for all the customer transactions of the introducing Carrying Broker and does not know the identity of the customers of the introducing Carrying Broker.

Clearing Broker means any Broker Dealer that Acorns Securities engages to provide execution, clearance, or settlement services for securities transactions or to hold securities in Acorns Securities name. If Acorns Securities engages more than one Clearing Broker, Clearing Broker means the applicable Broker Dealer that provides the services referenced in the context in which the term is used.

Client Information means all information about you, including, but not limited to, 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 the Acorns Parties through the Acorns Website, the Application or otherwise.

Combined Monthly Balance means your combined average Managed Account Value for each of your Managed Accounts at the end of each Business Day for the thirty (30) calendar days that immediately precede your statement date. For clarity, no Checking Account is included in the calculation of your Combined Monthly Balance.

Core Portfolio is a type of Portfolio applicable to an Acorns Invest Account, as distinguished from an ESG Portfolio. 

Covered Brokerage Services means the following services provided by Acorns Securities in connection with your Acorns Invest Account and/or Acorns Early Invest Account(s), pursuant to the Brokerage Supplement or Custom Portfolio Account Supplement, as applicable: (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 and Stock held by the Clearing Broker in Acorns Securities’ name pursuant to the Clearing Agreement; and (iv) the carrying and maintenance of your Acorns Invest Account and/or Acorns Early Invest Account(s) by Acorns Securities, which includes accounting, recordkeeping, and reporting for activity in your Acorns Invest Account, as applicable. Covered Brokerage Services does not include preparation or delivery of paper statements or confirmations, if any, that you request.

Custom Portfolio or “Custom Portfolio Account” refers to an account that allows you to directly purchase and sell equity securities without personalized investment advice from Acorns. Custom Portfolios are client-directed investment accounts with limitations on percentage of allowable investment amount of a client’s Invest Account, as set by Acorns Advisers and based on a client’s Client Information and Investor Profile Questionnaire.

Custom Portfolio Account Supplement means the Custom Portfolio Account Supplement between Acorns Securities and you, which is attached as Attachment G to this Program Agreement.

Deposit means, with respect to your Managed Account(s), a transfer of money from your Funding Source to Acorns Securities and the crediting to the applicable Managed Account by Acorns Securities of the money Acorns Securities receives. With respect to your Acorns Checking Account(s) (if applicable), deposit means any transfer of money into that account.

Deposit at Will means, with respect to your Managed Account(s), a Deposit that you initiate directly through the Application rather than by generating Round-Ups® Deposits with your Linked Card(s).

Dividends means a distribution of a company’s earnings to its shareholders. When Acorns Securities receives Dividends from issuers, it reinvests those dividends on behalf of applicable Acorns users into the ETF or Stock that distributed the dividend in proportion to each user’s ownership interest in the underlying ETF or Stock. Acorns Securities supports Dividend payments on fractional share positions of $0.01 and above and rounds those payments down to the nearest cent.

Earn Rewards means a kind of Reward Shares that may, from time to time, be purchased on your behalf through Acorns Securities with money transferred, at no cost to you, into your Acorns Invest Account by the Acorns Parties or an affiliate. You are not required to pay for the purchase of Reward Shares in Earn Rewards promotions through your Funding Source or any other funds. An Acorns Party receives the money to fund Earn Rewards from certain promotions and/or contractual relationships, whereby a third party compensates the applicable Acorns Party in connection with your purchase of non-investment products or services from that third party (or an affiliate or contractor of the third party). Any Earn Reward 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. To receive Rewards Shares, your Acorns Invest Account must be open and in Good Standing, and all other open Managed Accounts and/or Checking Accounts must be in Good Standing. If your Acorns Invest Account and open Managed Accounts and Checking Accounts are not in Good Standing in the Acorns Parties’ sole discretion, you forfeit the right to the Reward Shares.

Electronic Funds Transfer means an ACH or other electronic funds transfer.

ESG Portfolio means those Environmental, Social, and Corporate Governance (“ESG”) Portfolios that focus on investing in ETFs that hold companies with comparative MSCI ESG ratings.

ETF means any exchange-traded fund included by Acorns Advisers in any Model Portfolios made available to you by Acorns Securities for you to purchase and sell as part of an Acorns Custom Portfolio Account.

ETF Shares means the exchange-traded fund securities bought and sold on your behalf through Acorns Securities and the Clearing Broker, and that Acorns Securities holds in your Acorns Invest Account or Acorns Early Invest Account or the IRA Custodian and Administrator holds in your Acorns Later Account on your behalf.

Exchange Act means the Securities Exchange Act of 1934, as amended from time to time. 

Existing Client means an individual who has an Acorns Invest Account and may have additional Acorns Accounts pursuant to a signed Program Agreement and related Supplement(s).

FDIC means the Federal Deposit Insurance Corporation. Deposits at FDIC insured institutions are insured up to at least $250,000 per depositor, per ownership category. FDIC insurance applies only to accounts held in the United States and its territories and possessions. For details, please refer to the brochure published by the FDIC or visit the FDIC website at www.fdic.gov.

Fee Date means the Business Day each month when the applicable Subscription Fee for that calendar month will be withdrawn from your Funding Source. The Fee Date will be the monthly anniversary of the date your Acorns User Account and/or first Acorns Account was verified (“Verified Date”). If your Verified Date falls on a day that is not a Business Day in a given month, your Fee Date for that month will be the Business Day immediately prior to your Verified Date. If your Fee Date would fall on a day in the prior month - due to weekends or holidays - your Fee Date will be the first Business Day in the calendar month.

Form CRS means the Relationship Summary pursuant to the Securities and Exchange Commission, Customer Relationship Summary by Acorns Advisers, LLC and Acorns Securities, LLC.

Funding Source means a bank account that you use to send money to and receive money from your Acorns Account(s). It is a bank account that will be a source of Deposits and destination of Withdrawals in the Program. Your Primary Funding Source is the primary bank account from which Electronic Funds Transfer payment will be debited to pay your Subscription Fee. You may change your Primary Funding Source to an Acorns Checking Account (except for Green Card and/or Mighty Oak Emergency Fund Accounts) in the Application. If your Acorns Checking Account is your Primary Funding Source, you may also set up a secondary external Funding Source (i.e., a checking account other than an Acorns Checking Account) that may also be a source of Deposits and a destination of Withdrawals for your Acorns Checking Account. If you choose any Acorns Checking Account (except for Green Card and/or Mighty Oak Emergency Fund Accounts), that account will also be your default Secondary Funding Source unless you change your Acorns Checking Account to your Primary Funding Source in the Application. If you have an Acorns Checking Account, your Subscription Fee may be debited from such account if we are unable, for any reason, to debit your Subscription Fee from your Primary Funding Source, or to bring any Acorns Account to a zero balance from a negative balance state, in accordance with applicable law. At no point may you have more than one external account (i.e., a checking account other than an Acorns Checking Account) as a Funding Source.

Good Standing means an account with at least a zero balance and a verified linked funding source, for which all required account opening documentation has been completed, and an account status that is not locked, suspended, or otherwise restricted in any way, in the applicable Acorns Party’s sole discretion. 

GoHenry By Acorns means access to the GoHenry Platform operated by GoHenry, Inc. d/b/a Acorns Early, a wholly owned subsidiary of Acorns Grow, Inc. Access to, and use of, GoHenry By Acorns is subject to all terms and conditions of GoHenry, including, but not limited to, those located at https://www.acorns.com/gohenry-terms-and-conditions/. GoHenry by Acorns is now referred to as Acorns Early. However, existing users may continue to access and maintain an account with GoHenry by Acorns. All terms applicable to Acorns Early are applicable to such users.

Indemnified Persons means parent companies, subsidiaries, affiliates, officers, directors, employees, members, owners, representatives, successors, assigns, and/or agents of any of the the Acorns Parties, GoHenry, Inc. d/b/a Acorns Early, the Bank(s) of Record, and/or the IRA Custodian and Administrator. 

Invest Supplements refers collectively to the following Supplements, to the extent they cover Acorns Invest Accounts: the Product Terms And Conditions Supplement, the Investment Advisory Agreement Supplement, and the Brokerage Supplement.

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

Investor Profile Questionnaire means questions created and asked by Acorns Advisers and answered by you, including regarding your Client Information. Acorns Advisers uses a proprietary algorithm to recommend to you a Suggested Portfolio based upon your answers to the Investor Profile Questionnaire.

IRA Custodian and Administrator means Forge Trust (f/k/a IRA Services Trust Company).

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

Later Account Supplement means the Acorns Later Account Supplement between Acorns, Acorns Securities and you, which is attached as Supplement C to this Program Agreement.

Later Match means the Later Match promotion through which certain amounts may be awarded to a user’s Later Account in accordance with the Later Match Terms & Conditions.

Later Match Terms & Conditions means the terms and conditions applicable to Later Match and located at https://www.acorns.com/later-match-terms/.

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

Linked Card(s) means the account(s) you use for the purchases of goods or services that generate Round-Ups® investments. If you choose an Acorns Checking Account, the Acorns Debit Card accompanying that account will be a Linked Card.

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

Model Portfolio means the model portfolios that Acorns Advisers has developed in its capacity as investment adviser for its investment advisory clients to invest in Managed Accounts through the Program. Acorns Advisers currently uses 5 model portfolios for the Core Portfolios: (1) Aggressive; (2) Moderately Aggressive; (3) Moderate; (4) Moderately Conservative; and (5) Conservative. Acorns Advisors currently uses four (4) model portfolios in the ESG Portfolio: 1) Aggressive; (2) Moderately Aggressive; (3) Moderate; and (4) Moderately Conservative. You will not be permitted to invest in both a Core and ESG Portfolio at the same time.

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

MSCI ESG means ESG related ratings provided by MSCI that aim to measure a company’s or an ETF’s resilience to long-term, financially relevant ESG risks. MSCI ESG ratings seek to measure the ESG and climate risks and opportunities a company might face.

Order or “Portfolio Order” means an order that Acorns Advisers, in its capacity as investment adviser, places to buy or sell ETFs and/or Stocks on your behalf through Acorns Securities and includes an order to buy or sell ETF Shares or Stocks for a purchase or sale in your Managed Accounts.

Pending Round-Ups® means a Round-Ups® investment that has been designated for investment in an Acorns Invest Account but not yet been transferred from your Funding Source to Acorns Securities to make a Deposit. When and if any Acorns Party offers Round-Ups® investments for Acorns Later Accounts, the term Pending Round-Ups® will apply also to your Acorns Later Account if you choose to designate all or a portion of your Round-Ups® investments for investment in your Acorns Later Account.

Platform means the collective products and services offered by the Acorns Parties, including without limitation, any websites or mobile applications owned or operated by any Acorns Party, all Managed Accounts and Checking Accounts, Acorns Early, Acorns Earn, Acorns Benefits Hub, and educational content and newsletters, and any and all other products or services, or access to products or services, that any Acorns Party offers now or in the future.

Portfolio means the type of portfolio available for Managed Accounts available in the Program. The Program currently has 8 Portfolio types: (1) Acorns Invest Account (Base Portfolio - Core); (2) Acorns Invest Account (Base Portfolio - ESG); (3) Acorns Invest Account (Custom Portfolio - Core); (4) Acorns Invest Account (Custom Portfolio - ESG); (5) Acorns Early Invest Account; (6) Acorns Later Account (Traditional IRA); (7) Acorns Later Account (Roth IRA); and (8) Acorns Later Account (SEP IRA)

Portfolio Advice Application means the computer software-based online application developed by the Acorns Parties to analyze certain Client Information about you and used by Acorns Advisers to recommend a Suggested Portfolio for you. The Portfolio Advice Application is a feature and part of the functionality of the Application, but does not apply to the Acorns Custom Portfolio Account or any services Acorns Securities provides you under the Custom Portfolio Account Supplement.

Primary Funding Source means the primary bank account from which Electronic Funds Transfer payment will be debited to pay your Subscription Fee or, if applicable, other fees associated with the Program.

Privacy Notice means collectively the Privacy Policy of the applicable Acorns Parties available on the Acorns Website and/or through the Application, as amended from time to time; and (ii) any Privacy Policy of any Acorns Party that is otherwise made available to you in the context of your User Account, Managed Account(s) and/or Checking Account(s).

Program means each of (i) the subscription, (ii) the Supplements, as applicable, and (iii) either the wrap (advisory) fee program or self-directed brokerage service provided for in this Program Agreement and the Supplements, as applicable.
Program Agreement means this Acorns Program Client Agreement between the Acorns Parties and you.

Program Charge means the fee for access to all non-advisory account services, as applicable to the type of Subscription Plan you select and as set forth in Section 4.1 of the Program Agreement.

Prospective Client means an individual who may open an Acorns User Account pursuant to the terms of the Program Agreement and related Supplement(s).

Real Time Round-Ups® means a Round-Ups® investment that you designate to be invested in an Acorns Invest Account and that equals the difference between the settled amount of a purchase of goods or services using your Acorns Debit Card and the lowest whole dollar amount that is greater than the amount of the purchase. Real Time Round-Ups® investments will be transferred from your Acorns Checking Account (except Green Card and/or Mighty Oak Emergency Fund Accounts) to Acorns Securities to make a Deposit.

Real-Time Round-Ups® Deposit means a Deposit initiated automatically in accordance with your standing instructions with respect to Real Time Round-Ups®. Your Real Time Round-Ups® Deposits will be processed on an ongoing basis. Real Time Round-Ups® Deposits will be transferred from your Acorns Checking Account (except Green Card and/or Mighty Oak Emergency Fund Accounts) to Acorns Securities.

Rebalancing means a combination of purchases and/or sales ordered by Acorns Advisers on your behalf, or effected by Acorns Securities pursuant to your instructions in connection with your Acorns Custom Portfolio Account, to keep the proportions of ETFs and/or Stock in your Account, as applicable, within specified ranges of the corresponding proportions of ETFs in your Selected Portfolio or within your self-directed allocations for your Acorns Custom Portfolio Account as instructed by you in connection with your Acorns Custom Portfolio Account.

Referral Agreement means the agreement applicable to the Referral Program and located at https://www.acorns.com/referral-agreement/.

Referral Program means the Acorns Referral Program promotion through which Reward Shares can be earned subject to the terms and conditions of the Referral Agreement and all other applicable promotional terms.

Reinvestment means a combination of purchases using Cash from dividends paid by ETFs and/or Stocks, as applicable.

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

Retention Period means the period of time you are required under the terms of a promotion through which you receive Reward Shares into your Acorns Invest Account to retain such Reward Shares.

Reward Shares means ETF Shares or Stocks purchased in the applicable  Acorns Managed Account funded by the applicable Acorns Party, as part of a promotion and not funded by a Deposit. To receive Rewards Shares, your Acorns Account must be open and in Good Standing, and all other open Managed Accounts and/or Checking Accounts must be in Good Standing. If your accounts are not in Good standing in the Acorns Parties’ sole discretion, you forfeit the right to the Reward Shares.

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

Round-Ups® feature means an amount of money that you designate for investment in an Acorns Invest 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® investments will be transferred from your Funding Source – not from your Linked Card(s), unless that Linked Card is also a debit card for your Funding Source – to Acorns Securities to make a Deposit. When and if the Acorns Parties offer a similar feature for Acorns Later Accounts and/or Acorns Early Invest Accounts, the term Round-Ups® will apply also to your Acorns Later Account and/or Acorns Early Invest Account(s) if you choose to designate your Round-Ups® or a portion of your Round-Ups® for investment in your Acorns Later Account and/or Acorns Early Invest Account(s).

Round-Ups® Deposit means a Deposit initiated automatically in accordance with your standing instructions with respect to Round-Ups® investments. If your Funding Source is an external account, your Round-Ups® Deposits will be processed when your Pending Round-Ups® investments reach or exceed $5. If your Funding Source is an Acorns Checking Account, your Round-Ups® Deposits will be processed on an ongoing basis. Round-Ups® Deposits will be transferred from your Funding Source – not from your Linked Card(s), unless that Linked Card is also a debit card for your Funding Source – to Acorns Securities.

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

Secondary Funding Source means secondary checking account from which Electronic Funds Transfer payment will be debited to pay your Subscription Fee or, if applicable, other fees associated with the Program, when such funds are unable to be collected from the Primary Funding Source for any reason. If you choose any Acorns Checking Account (except for Green Card and Mighty Oak Emergency Fund Accounts), that account will also be your default Secondary Funding Source unless you change your Acorns Checking Account to your Primary Funding Source in the Application, and may be used to return a Managed Account to a zero balance from a negative balance state in accordance with applicable law. 

Securities Act means the Securities Act of 1933, as amended from time to time.

Selected Portfolio means the Model Portfolio that you select (taking into account any Restrictions you impose subject to the terms and conditions of the Investment Advisory Agreement Supplement) to approximate in your Invest Account and/or Later Account(s).

Self-Directed Order for purposes of a Custom Portfolio Account means an order placed by you with Acorns Advisers for execution by Acorns Securities to buy or sell ETF Shares or Stock pursuant to the allocation you have directed Acorns Advisers to implement through your Acorns Custom Portfolio Account.

Service Provider has the meaning set forth in Section 2 of the Program Agreement.

Smart Deposit means the optional feature available to Acorns Mighty Oak and Green Card Checking Accountholders to have preset percentages of a direct deposit paycheck allocated between your Acorns Accounts. Smart Deposit may also be referred to as “Paycheck Split” from time to time.

Stock means any equity securities made available through Acorns Securities for you to purchase and sell as part of an Acorns Custom Portfolio Account.

Subscription Fee means the fee fully described in Section 4 of this Program Agreement.

Subscription Plan means the subscription level that applies to the Acorns User Account of an Existing Client and corresponding services and Acorns Accounts included in such Subscription Plan. Subscription Plan names as designated herein are descriptive only and may change from time to time in the Acorns Parties’ sole discretion, with or without notice, provided that no change is made to your Subscription Fee or services offered to you.

Suggested Portfolio means the Model Portfolio Acorns Advisers recommends for your Managed Account(s) that is (are) subject to the Investment Advisory Agreement Supplement, excluding Acorns Early Invest Account(s), based on certain Client Information and Investor Profile Questionnaire you supply the Acorns Parties.

Supplements refers collectively to this Program Agreement and any or all of the Supplements that apply to the products you have chosen.

Tax Form means a statement that Acorns Securities 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 the Acorns Parties require you to abide by when using the Application, the Portfolio Advice Application, and the Website. The Terms of Use include any written terms or conditions that the Acorns Parties require you to agree with regard to your use or access of the Application or the Acorns Website.

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

Website means the Acorns Website: www.acorns.com.

Withdrawal means a transfer to your Funding Source of Cash disbursed from a Managed Account pursuant to a Withdrawal Request. With respect to your Acorns Checking Account (if applicable), withdrawal means any transfer of money from that account.

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

Schedule 1

Additional Fees

Advisory Fee Portion of Subscription Fee 

See Section 1.1. of the Product Terms and Conditions for detailed information on the Advisory Fee Portion of Subscription Fee attribution by Managed Accounts. 

Other Fees for Specially Requested Services and Irregular Occurrences

The applicable Acorns Party may charge the following fees, in addition to the applicable Subscription Fee for specially requested services or irregular occurrences:

Funds Transfers

* Deposits and Withdrawals in the Program are regularly done by Electronic Funds Transfer. Checks and wire transfers are not regularly accepted in the Program but may be accepted by the applicable Acorns Party on a case-by-case basis under Section A2.1 of the Investment Advisory Agreement Supplement.

Asset Transfers

† Deposits in the Program are regularly done by Electronic Funds Transfer. Incoming Account Transfers are not regularly accepted in the Program, but “liquidate and transfer” Account Transfers may be accepted by the applicable Acorns Party on a case-by-case basis under Section A2.1 of the Investment Advisory Agreement Supplement.

‡ In-Kind Withdrawal of ETF Shares and Stocks are only available for Acorns Invest Accounts. Withdrawals from Acorns Later Accounts and Acorns Early Invest 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