HSA_Manager_Individual_Enrollment_Packet

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							                                                                                                     INDIVIDUAL
                                          Fax: 630.472.5970
                                          Email: mtc.hsa@mtrustcompany.com
                                                                                                   ENROLLMENT
                                                                                                   INFORMATION



                    Important Health Savings Account Enrollment Information

A. Open the Account
          1. Complete the Health Savings Account Adoption Agreement.
          2. Read the Health Savings Account Custodial Agreement and Disclosure Statement(s) and retain for your
             records.
          3. Follow the payment/funding instructions that apply.
B. Fund the Account
          1. Enclose a check made payable to Millennium Trust Company for the total of your:
                • Cash contributions (a minimum deposit of $100 is required per individual account)
                Note: Please indicate your social security number in the memo field of your check.
          2. Account holder must complete the HSA Manager Transfer Authorization form, if applicable.
          3. There are two ways to fund your account through an ACH:
             A. Your Financial Institution’s Internet Banking Tool: If your financial institution’s internet banking tool
                offers an ACH option, you will need the information below:
                • Bank Name: The Private Bank
                • Routing Number: 071006486
                • Millennium Trust Account Number: 2207967

              B. Authorization for Automatic Contribution Form (HSA-017): Millennium Trust Company will initiate an
                 ACH from your personal account. Please attach a voided check.
                • Fax form HSA-017 and copy of voided check to 630.472.5970.


C. Return Paperwork
          Forward all forms and checks to:
                  Millennium Trust Company
                  Attn: HSA Manager
                  2001 Spring Road, Suite 700
                  Oak Brook IL 60523




                       Please contact the HSA Manager Client Service Team at:
                                        Phone: 1-800-783-4022
                                Email: mtc.hsa@mtrustcompany.com
                                         with any questions.



HSA-001                                                                                                               08-09
                                                                              HEALTH SAVINGS ACCOUNT
                                                                                 ADOPTION AGREEMENT
                                         Fax: 630.472.5970                              Millennium Trust Company, LLC
                                         Email: mtc.hsa@mtrustcompany.com                             (HSA Custodian)


INSTRUCTIONS:
All fields must be completed and appropriate boxes checked. Return this application to the address noted on page 4
for processing. If you have any questions, please call 800.783.4022.

HSA ELIGIBILITY REQUIREMENTS:
Account holder certification – By signing this agreement, unless this HSA Account is to be used solely to receive a
rollover contribution or to accept a transfer from a prior trustee/custodian, I, the undersigned, certify that:
        (1) I am eligible to contribute to the HSA Account and specifically that I am or will be covered by a qualified
            High Deductible Health Plan (HDHP). Prior to the effective date of the required coverage, the HSA
            Account funding is limited to the Account minimum of $100.00.
        (2) I certify that I am not covered by a health plan, other than an HDHP, which provides any of the same
            benefits as the HDHP.
        (3) I am not entitled to benefits under Medicare.
        (4) I am not claimed as a dependent on another person’s tax return.
        (5) I am a U.S. taxpayer.
              (If you cannot certify all of these requirements, you are not eligible to establish a qualified HSA.)

A        ACCOUNT OPENING INFORMATION
    □      Yes, I would like to add the ability to invest my HSA in equities, mutual funds, etc.

HSA Holder (“Account holder”) Information:

    Employer Name:

    Account Holder’s Name:

    Day Phone No.:                                           Evening Phone No.:

    Social Security No.:                                     Date of Birth:

    E-mail Address:                                          Mother’s Maiden Name:

    Residential Address (a P.O. Box is not acceptable):
          Address:

          City:                                              State:                          Zip:


    Account Mailing Address If Different From Above:
          Address:

          City:                                              State:                         Zip:



                                  Please continue to page two to complete this form.




HSA-004            *HSA-004*                                                                                          03-12
                                                                       HSA MANAGER ADOPTION AGREEMENT, Page 2 of 4

A       ACCOUNT OPENING INFORMATION CONTINUED
 Form of Identification:

     □ Driver’s License No.:                                     State of Issuance:

     □ State ID or Passport No.:

*To help the government fight the funding of terrorism and money laundering activities, Federal law requires
all financial institutions to obtain, verify, and record information that identifies each person who opens an
account.
B       ACCOUNT FUNDING AND TYPE OF CONTRIBUTION
Please make any checks for HSA contributions payable to Millennium Trust Company. A minimum of $100 is
required to open an account. As the initial funding of your new HSA may represent one or more types of
contributions or rollovers, you must identify each type that applies by filling in the applicable amounts below. The
total amounts listed for options 1, 2 and 3 cannot exceed the amount of the total initial deposit indicated.

IMPORTANT TO NOTE: The HSA regulations set maximum contribution limits for both single and family coverage.
If you need additional information, please consult with your tax advisor.
                                                                                    Amount Enclosed:
1. Regular Current Year HSA Contribution          20                            $

2. Prior Year Contribution                      20                                       $
   (If you are eligible to make a contribution for the prior year, the contribution
   amount can be made on or before your tax filing deadline for that year.)
3. 60-Day Cash Rollover Contribution from a MSA or HSA                                   $
   (Applies to funds you have received from the Custodian/Trustee of your former
   HSA or Medical Savings Account (“ MSA”) which you now want to deposit into
   your new HSA. This must be done within 60 days of your receipt of the funds.)
   (For HSA to HSA rollovers one rollover per 12 month period is allowed.)

C       TRANSFERS
Funds and/or assets transferred directly from your HSA, MSA or IRA                       $
Please complete our HSA Transfer Authorization Form (HSA-007) to have your
current Custodian/Trustee transfer funds and/or assets.
NOTE: IRA transfers cannot exceed the applicable annual HSA contribution limit and must be transferred in cash.
D       FEES
All fees will be charged directly to your account. See the accompanying Services and Fee Schedule for the specific
HSA fees.
E       ADDITIONAL DEBIT CARD INFORMATION
As the account holder, you will automatically receive a debit card to access your HSA Account for eligible medical
expenses. If you require an additional debit card(s), you will receive instructions in your Welcome Letter on how to
order them online. NOTE: There is an aggregate limit of $3000 per day per account.
F       ADDITIONAL AUTHORIZED ACCESS
I hereby authorize the individual listed below to have access to information on my Health Savings Account:
Name:                                                            Relationship:

Social Security No.:                                             Date of Birth:

This authorization will allow the Custodian to discuss my account with the above named individual.

                               Please continue to page three to complete this form.




HSA-004                                                                                                       03-12
                                                                       HSA MANAGER ADOPTION AGREEMENT, Page 3 of 4

G      ONLINE ACCESS AND QUARTERLY ACCOUNT STATEMENTS
         Online access will be automatically set up when the account is opened. You will receive a Welcome Kit that
         includes your ID and password as well as instructions on how to login to your account.

         You will receive paper statements quarterly through the U.S. Mail.

H      AUTHORIZATION FOR AUTOMATIC CONTRIBUTIONS (ACH DEBIT) (OPTIONAL)
You may elect to have a personal automatic contribution deposited into your HSA from another bank account.
Please complete and attach form HSA-017.

 I     ACCOUNT BENEFICIARY INFORMATION
I, the undersigned, hereby make the following beneficiary designation(s). In the event of my death, pay benefits to
the following named primary beneficiary(ies). If you are married and designate a beneficiary other than your spouse,
have your spouse sign the spousal consent below if you live in a community property state. If more than one primary
or contingent beneficiary is designated, the assigned percentages must equal 100%, or the beneficiaries will be
assigned equal percentages. Contingent Beneficiaries take hereunder only if all Primary Beneficiaries fail to survive
me. If multiple Primary or Contingent Beneficiaries are named, as to each Beneficiary that shall not survive me, his
or her share (if any for a Contingent Beneficiary) shall be distributed to the remaining Beneficiaries, Primary or
Contingent as the case may be in the proportions shown.
Additional beneficiary designations or changes must be made via the proper HSA form. You should consult your tax
or legal advisor to determine the tax or legal effects of your beneficiary designation.
     Full Name                     Relationship            Soc Sec #              Birth Date        % to Beneficiary
Primary Beneficiary(ies)




Contingent Beneficiary(ies)




Spousal Consent: Complete this section if (1) Account Owner is married and has designated a Primary Beneficiary
other than his/her spouse; and (2) this HSA account includes property in which his/her spouse possesses a
community property interest. As of December 31, 2010, community property states are Arizona, California, Idaho,
Louisiana, Nevada, New Mexico, Texas, Washington, and Wisconsin.

I am the spouse of the Account Owner named above, I agree to my spouse’s naming of a Primary Beneficiary other
than myself, and I acknowledge that I shall have no claim whatsoever against Millennium Trust Company, LLC for
any payment to my spouse’s beneficiary(ies).

Spouse’s Name:


Spouse’s Signature: _________________________________________________________ Date:

                              Please continue to page four to complete this form.

HSA-004                                                                                                        03-12
                                                                         HSA MANAGER ADOPTION AGREEMENT, Page 4 of 4

J      ACCOUNT HOLDER’S ACKNOWLEDGEMENT AND SIGNATURE
Custodian Authorization - I, the undersigned, hereby appoint Millennium Trust Company, LLC as the Custodian of
my HSA Account. Millennium will open a Bank Account on behalf of my HSA. I acknowledge that I can only take
distributions/withdrawals through the Custodian or Debit Card. I acknowledge that it is my sole responsibility to
determine that I am eligible to open a qualified HSA. It is also my sole responsibility to determine the maximum
allowable annual contribution to my HSA Account. I understand that my HSA is not effective until accepted by the
Custodian. I acknowledge that the Custodian will not provide any investment, legal or tax advice.
I acknowledge that I have read, understand, and agree to be bound by the Health Savings Account Custodial
Agreement and Disclosure Statement and am responsible for the tax effects and requirements noted therein,
including the requirement that rollover contributions be made within sixty (60) days after I receive an eligible
distribution, if applicable. I acknowledge that all distributions made from my HSA will be reported to the IRS and that
it is my sole responsibility to determine the tax consequences, if any, of those distributions and I am personally
responsible for any IRS penalties or taxes that may apply.
I, the undersigned, acknowledge that if I choose to invest in my HSA, it is my sole responsibility to direct the
investment of the assets of my HSA and that the Custodian shall have no liability for any loss, damage, or tax,
including a prohibited transaction tax or plan disqualification tax, resulting from transactions executed by the
Custodian based on directions received from me or my duly appointed Investment Agent. I agree to hold the
Custodian harmless for its actions hereunder which were directed by me or my Investment Agent and will indemnify
the Custodian for any and all claims and costs arising from transactions executed by the Custodian based on
directions received from me or my Investment Agent, including but not limited to, court costs, attorney fees and other
expenses incurred. I certify that the information entered above is accurate and complete.


Account Holder’s Signature:                                                                Date:



Please return all forms to:
Millennium Trust Company
Attn: HSA Manager
2001 Spring Road, Suite 700
Oak Brook Il 60523




                     Please call us at 800.783.4022 should you have questions,
                          or visit our website at www.hsa-manager.com.




For Internal Use Only:
Millennium Trust Company, LLC (HSA Custodian)


By:                                                HSA Manager Acct #:                     Date:




HSA-004                                                                                                          03-12
                                                                                                HEALTH SAVINGS
                                          Fax: 630.472.5970                                 ACCOUNT CUSTODIAL
                                          Email: mtc.hsa@mtrustcompany.com                     AGREEMENT AND
                                                                                         DISCLOSURE STATEMENT
Form 5305-C                                                                                                                 DO NOT FILE
(Rev. November 2007)                           Custodial Agreement                                                    With the INTERNAL
Department of the Treasury                                                                                            REVENUE SERVICE
Internal Revenue Service

The account owner named in the accompanying Health Savings Account (“HSA”) adoption agreement is establishing this
account (“Account”) for the purpose of paying or reimbursing qualified medical expenses of the account owner, his or her spouse
and dependents. The account owner represents that, unless this Account is used solely to make rollover contributions, he or she
is eligible to contribute to this HSA; specifically, that he or she: (1) is covered under a high deductible health plan (“HDHP”); (2) is
not also covered by any other health plan that is not an HDHP (with certain exceptions for plans providing preventive care and
limited types of permitted insurance and permitted coverage); (3) is not enrolled in Medicare; and (4) cannot be claimed as a
dependent on another person’s tax return.

The account owner (also referred to as “you” or “your”) and the custodian (“Custodian”) makes the following agreement
(“Agreement”):


Article I                                                            limit are subject to an excise tax. However, the catch-up
1. The Custodian will accept additional cash contributions for       contributions are not subject to an excise tax.
the tax year made by you or on your behalf (by an employer,          Article III
family member or any other person). No contributions will be         It is your responsibility to determine whether contributions to
accepted by the Custodian for any account owner that exceeds         this HSA have exceeded the maximum annual contribution limit
the maximum amount for family coverage plus the catch-up             described in Article II. If contributions to this HSA exceed the
contribution.                                                        maximum annual contribution limit, you shall notify the
2. Contributions for any tax year may be made at any time            Custodian that there exist excess contributions to the HSA. It is
before the deadline for filing your federal income tax return for    your responsibility to request the withdrawal of the excess
that year (without extensions).                                      contribution and any net income attributable to such excess
3. Rollover contributions from an HSA or an Archer Medical           contribution. In considering whether contributions have
Savings Account (Archer MSA) (unless prohibited pursuant to          exceeded the allowable annual contribution limit, you must take
this Agreement) need not be in cash and are not subject to the       into account any employer contributions as well as any
maximum annual contribution limit set forth in Article II.           contributions made directly by you.

Article II                                                           Article IV
                                                                     Your interest in the balance in this Custodial Account is non-
1. The maximum annual HSA contribution for an eligible               forfeitable (see Article XIX).
individual with self-only coverage is $3,050 for 2011 and is
$3,100 for 2012. For family coverage the maximum HSA                 Article V
contribution is $6,150 for 2011 and is $6,250 for 2012. These        1. No part of this HSA may be invested in life insurance
amounts are the maximum HSA contribution amount                      contracts or in collectibles as defined in section 408(m) of the
regardless of the amount of the HDHP deductible. Catch up            Code.
contributions for individuals who are 55 or older and not
                                                                     2. The assets of this account may not be co-mingled with other
enrolled in Medicare is $1,000 for 2010 and every year
                                                                     property except in a common trust fund or common investment
thereafter. Both the HSA contribution and catch up
                                                                     fund.
contribution apply pro rata based on the number of months of
the year a taxpayer is an eligible individual. If you have           3. Neither you nor the Custodian will engage in any prohibited
HDHP coverage as of December 1, of a given year, you are             transaction with respect to this Account (such as borrowing or
allowed the full, non-pro rated contribution for the year.           pledging the Account or engaging in any other prohibited
However, if you cease to remain an eligible individual               transaction as defined in section 4975 of the Code.)
through the end of December of the following year (a testing         Article VI
period), the extra amount contributed, the pro rated amount
for the months prior to becoming eligible, is included in            1. Distribution of funds from this HSA may be made at any time
income and subject to an additional 10 percent tax.                  upon your direction.
2. Contributions to Archer MSA’s or other HSA’s count toward         2. Distributions from this HSA that are used exclusively to pay
the maximum annual contribution limit to this HSA.                   or reimburse qualified medical expenses of you, your spouse,
                                                                     or dependents are tax free. However, distributions that are not
3. Contributions in excess of the maximum annual contribution        used for qualified medical expenses are included in your gross




HSA-005             *HSA-005*                                                                                                     01-12
                                  HEALTH SAVINGS ACCOUNT CUSTODIAL AGREEMENT AND DISCLOSURE STATEMENT, Page 2 of 12

income and are subject to an additional 20 percent tax on that        11.02 Notices and Changes of Address: Any notice
amount. The additional 20 percent tax does not apply if the           provided by the Custodian to the Account Owner for any
distribution is made after your death, disability, or reaching        circumstance shall be sent to the last known address of the
age 65.                                                               Account Owner by regular mail or, where the Account Owner
3. The Custodian is not required to determine whether the             has provided the Custodian an e-mail address, to the most
distribution is for the payment or reimbursement of qualified         recent e-mail address of record for the Account Owner, and for
medical expenses. Only you are responsible for substantiating         purposes of this Agreement shall be considered delivered as of
that the distribution is for qualified medical expenses and must      the date of the mailing or e-mailing. Any notice to be given to
maintain records sufficient to show, if required, that the            the Custodian will be considered effective when the Custodian
distribution is tax-free. All distributions from your HSA are         actually receives it electronically from your Broker.
reported in aggregate terms to the IRS annually by the                11.03 Representations             and      Responsibilities:      You
Custodian. You must make the determination as to which                represent and warrant that any information you have given or
distributions qualify for tax-free treatment and which must be        will give with respect to this HSA is complete and accurate. You
reported as income with the filing of your annual income tax          agree that any directions you or your authorized agent give the
return.                                                               Custodian, or any actions you or your authorized agent take will
Article VII                                                           be proper under this Agreement and that the Custodian is
                                                                      entitled to rely upon any such information or directions. The
If you should die before the entire interest in the Account is        Custodian shall not be responsible for losses of any kind that
distributed, the entire Account will be disposed of as follows:       may result from such directions to the Custodian or from your
1. If the beneficiary is your spouse, the HSA will become the         actions, or your authorized agent’s actions, or failures to act.
spouse’s HSA as of the date of death.                                 You agree to reimburse the Custodian for any losses the
                                                                      Custodian may incur as a result of such directions, actions or
2. If the beneficiary is not your spouse, the HSA will cease to
                                                                      failures to act. The Custodian shall not be responsible for any
be an HSA as of the date of death. If the beneficiary is your
                                                                      penalties, taxes, judgments or expenses you incur in
estate, the fair market value of the Account as of the date of
                                                                      connection with your HSA. The Custodian has no duty to
death is taxable on your final return. For other beneficiaries, the
                                                                      determine whether your contributions or distributions comply
fair market value of their share of the Account is taxable to that
                                                                      with the Code, regulations, rulings or this Agreement, nor shall
person in the year that includes such date of death (see Article
                                                                      the Custodian have any duty to notify you if any excess
XVI).
                                                                      contributions are made, nor will the Custodian have any
Article VIII                                                          responsibility to determine your continuing eligibility during any
1. You agree to provide information necessary for the                 testing period or other period. Such determinations are your
Custodian to prepare any report or return required by the IRS.        responsibility. The Custodian shall not be required to determine
                                                                      the validity of any receipt, affidavit, notice or other paper or
2. The Custodian agrees to prepare and submit any report or           agreement required to be delivered to the Custodian under this
return as prescribed by the IRS.                                      Agreement, but it shall be sufficient that such a document
Article IX                                                            appears to have been delivered to the Custodian by you or
                                                                      another authorized party, and the Custodian shall be relieved of
Notwithstanding any other article that may be added or
                                                                      any liability or responsibilities for the sufficiency thereof as long
incorporated in this Agreement, the provision of Articles I
                                                                      as it purports on its face to be such form and executed by such
through VIII and this sentence are controlling. Any additional
                                                                      person as is required by this Agreement.
article in this agreement that is inconsistent with section 223 or
IRS published guidance will be void.                                  11.04 Cash Account, Investment Account and Funds
                                                                      Movement: The HSA consists of the Cash Account and, with
Article X
                                                                      Premier Accounts, the Investment Account. All contributions to
This Agreement will be amended from time to time to comply            the HSA shall be made into the Cash Account and all
with the provisions of the Code or IRS published guidance.            distributions shall be made from the Cash Account. You are
Other amendments may be made as provided in Section 11.07             responsible for understanding generally how medical expenses
below.                                                                may be paid from the HSA Account and how funds are made
                                                                      available for investment. Funds move between the Cash
Article XI                                                            Account and the Investment Account as described herein.
11.01 Definitions: The definitions included above and in this         Funds in the Cash Account are held at the Bank in an omnibus
Section 11.01 apply to this Agreement and the Disclosure              account administered by the Custodian. The debit card is
Statement. The account owner is the person who establishes            subject to applicable rules, procedures and regulations
the HSA. For purposes of this Agreement, the “Custodian” will         furnished to you in the agreement which covers the terms and
be Millennium Trust Company, LLC. The word “Code” means               conditions that govern the use of the debit card. Funds in the
the Internal Revenue Code. The word “Bank” shall mean the             Cash Account are not subject to investment until transferred to
bank that is providing the cash bank account (“Cash Account”)         the Investment Account. Assets in the Investment Account will
from the HSA. The Account consists of the Cash Account from           not be sold to cover debit card transactions without your prior
which the debit card transactions are paid, and, for Premier          directions to the Custodian. Debit card charges will be honored
Accounts, the “Investment Account” which consists of assets           only if there is enough cash in the Cash Account to cover the
held by and the services performed by the Custodian outside of        entire transaction. Funds may also be moved by the Custodian
the Cash Account. All provisions dealing with investments and         from the Investment Account to the Cash Account for the
the Investment Account apply only to Premier Accounts.                payment of your HSA fees and expenses.
“Money Market Account” is that FDIC insured bank money                When you make an investment, sufficient funds, if available,
market account where otherwise uninvested cash is held in the         will be moved from the Money Market Account, to make the
Investment Account.                                                   purchase. If sufficient funds are not then available in the Money

HSA-005                                                                                                                             01-12
                                 HEALTH SAVINGS ACCOUNT CUSTODIAL AGREEMENT AND DISCLOSURE STATEMENT, Page 3 of 12

Market Account, or from a coincidental sale of another asset in      which the Custodian or the HSA may incur relating to any
the Investment Account, no asset purchase will be allowed. If        investment. You recognize and agree that early distributions or
later sufficient funds are then available, no purchase will be       certain investment directions may result in penalties, loss of
made unless a new direction is made by you.                          equity or other consequences adverse to the Investment
If the funds in your Cash Account exceed $3000, the excess           Account, and that the Custodian is relieved from responsibility
will be automatically moved to the Investment Account and            thereof. Your selection of investments shall be limited to those
placed into the Money Market Account awaiting investment. If         types of investments that your Custodian is authorized to hold
your Cash Account balance falls below $3,000 and then                and does in fact hold for investment in HSAs, and shall be
available cash from the Money Market Fund is not sufficient to       subject to any and all restrictions or limitations, direct or
bring the balance in the Cash Account back to $3,000 other           indirect, which are imposed by the Custodian and all Federal
assets in your Investment Account will NOT be sold                   and State laws and regulations which apply to the Custodian or
automatically. If you attempt to use your debit card to pay an       your HSA. By opening your Account with the Custodian you are
amount that is in excess of the balance in the Cash Account,         directing and consenting to the investing of otherwise
that charge will be rejected totally and not honored regardless      uninvested cash in the Investment Account in the Money
of available funds in the Money Market Fund. Funds in the            Market Account.
Money Market Fund needed to settle pending trades are not            11.07     Amendments: This Agreement will be amended from
available to move to the Cash Account. Funds in the Cash             time to time to comply with the provisions of the Code and
Account are not available to settle trades. Income received in       related regulations. As permitted under the appropriate IRS
the Investment Account and proceeds received from the sale of        model form, Millennium Trust Company, LLC has added
assets in the Investment Account will be moved to the Money          additional provisions to the Agreement.
Market Account absent investment directions.
                                                                     Without prior notice to or consent of the Account Owner or
11.05    Service Fees:                                               Account Owner’s beneficiaries, the Custodian may amend this
1. The Custodian has the right to charge an annual service fee       Agreement from time to time in order to comply with the
and other designated fees (for example, a transfer, withdrawal       provisions of the Internal Revenue Code. Notice of such
or termination fee) for maintaining your HSA. See the Services       amendment shall be sent to the Account Owner within thirty
and Fee Schedule that you have received with this Agreement          (30) days after such amendment is to be effective.
and which you acknowledge you have had the opportunity to            The Custodian may also amend this Agreement for any reason
review. The Custodian has the right to be reimbursed for all         other than to comply with the Internal Revenue Code without
reasonable expenses the Custodian may incur in connection            the consent of the Account Owner or the Account Owner’s
with the administration of your HSA. The Custodian may               beneficiaries; provided notice of such amendments shall be
arrange to deduct fees or expenses from the assets in your           sent to the Account Owner thirty (30) days before the date such
HSA or at the Custodian’s discretion the Custodian may charge        amendment is to be effective. Pronouns herein shall refer to
you separately for any fees or expenses. The Custodian               both male and female Account Owners.
reserves the right to charge any additional fee or to change its
fees without prior notice to you. Any brokerage commission or        11.08 Withdrawals: Except for disbursements made by
other charges attributable to the assets in your Investment          debit card, all requests for withdrawals shall be in a form
Account will be charged to your Investment Account by your           provided by, or acceptable to the Custodian. Any withdrawals
broker. You cannot reimburse your HSA for those commissions          shall be subject to all applicable tax and other laws and
or other brokerage charges without risk that such payments           regulations including possible early withdrawal penalties. All
constitute contributions to your HSA. The Custodian reserves         distributions are reported in aggregate terms to the IRS
the right to discount any of its fees within its discretion to       annually. You must make the determination as to which
certain account owners without notice to you.                        distributions qualify for tax-free treatment and which must be
                                                                     reported as income with the filing of your annual income tax
2. The Custodian may charge the Account a monthly fee on the         return. You may direct the sale of investments in the
average funds held in the Cash Account and the Money Market          Investment Account to make cash available in the Money
Fund in return for providing servicing, administrative and/or        Market Fund to replenish the Bank Account or be available for
recordkeeping services. This fee can change from time to time        a withdrawal by ACH transfer or by check from Custodian.
without notice to you but cannot exceed the annualized rate of       There may be a time delay for the settlement of asset sales
4.0% without prior notice to you. This fee is deducted directly      and some investments may have early withdrawal penalties or
from the interest on each Cash Account and Money Market              other restrictions on their liquidity. It is your responsibility to
Fund and the net amount is paid to the Account monthly. The          plan for meeting medical expenses and for coordinating the
Custodian has no obligation as to the rate of interest paid by       investment and sale of assets in the Investment Account and
the Cash Account or Money Market Fund. However, the                  the amount of funds in the Cash Account with these expenses
Custodian has the right, but not an obligation, to reduce            and the availability of other resources.
(rebate) a portion of this fee to your Account. You can obtain
the current rate of interest being paid and the current service      11.09 Transfer/Rollover from Other Plans: The Custodian
fee by calling or e-mailing a Millennium Trust Client Service        can receive amounts transferred to this HSA from the custodian
representative. Accounts that close during a month will not be       or trustee of another HSA or Archer MSA and certain other
credited with interest earned for that month and any interest will   types of accounts as explained in the accompanying Disclosure
be taken as part of the final closing fee by the Custodian.          Statement. However, the Custodian also reserves the right not
                                                                     to accept any transfer.
11.06 Investment of amounts in the Investment Account:
You will select the type(s) of investment(s) for your HSA            11.10 Liquidation of Assets: The Custodian has the right
assets. The Custodian will not have any investment                   to liquidate assets in your HSA if necessary to pay fees,
responsibilities and will not review any investment in the           expenses or taxes properly chargeable against your HSA. If
Investment Account. The Custodian shall not have any liability       you have failed to direct the Custodian which assets to
for any loss of principal or income, nor for any unusual expense     liquidate, the Custodian will decide in its sole discretion and

HSA-005                                                                                                                          01-12
                                  HEALTH SAVINGS ACCOUNT CUSTODIAL AGREEMENT AND DISCLOSURE STATEMENT, Page 4 of 12

you agree not to hold the Custodian liable for any adverse                 Account’s benefit, until such time as the Custodian shall
consequences that result from its decision.                                be directed to invest such funds otherwise in the
11.11 What Law Applies: This Agreement is subject to all                   Investment Account.
applicable Federal and State laws and regulations. If it is             b) The Custodian will not have any investment
necessary to apply any State law to interpret and administer               responsibilities but shall invest and reinvest the
this Agreement, the law of Illinois shall govern. If any part of           Investment Account only at your direction or the direction
this Agreement is held to be illegal or invalid, the remaining             of your authorized agent in any form of property,
parts shall not be affected. Neither your nor the Custodian’s              including, but not by way of limitation, the following
failure to enforce at any time or for any period of time any of the        described investments: stock, bonds, limited partnership
provisions of the Agreement shall be construed as a waiver of              interests, limited liability companies, money market
such provisions, or the Custodian’s right or your right thereafter         funds, mutual funds, certificates of deposit, treasury
to enforce each and every such provision.                                  securities, mortgages, promissory notes, real estate,
11.12 Employer Contributions: The Custodian shall not be                   hedge funds and such other investments as may be
liable for any losses, damages, costs, penalties or expenses               consistent with the terms of this Agreement, other related
you incur as a result of your employer’s failure to make any               documents executed hereto, and applicable federal laws
contributions to your HSA required under your employer’s                   and regulations.
health plan. The Custodian is not responsible for monitoring            c) To collect any income generated from the property and
your employer’s contributions to your HSA or notifying you of              add such sums to the Investment Account; to make
your employer’s contributions. You are responsible for                     payments, disbursements or distributions from the HSA
contacting your employer regarding its contributions and                   as directed by you or your authorized agent, or as
monitoring those contributions. In considering whether                     provided under the provisions of this Agreement; to
contributions have exceeded the allowable annual contribution              purchase, sell, convey, assign, exchange, mortgage or
limit, you must take into account any employer contributions as            pledge any property in the Custodial Account in such
well as any contributions you make.                                        manner and upon such terms as instructed by you or your
                                                                           authorized agent, and in conformity with the terms of this
 11.13 Insurance Broker Actions or Third Party
                                                                           Agreement and federal regulations of Health Savings
Statements: The Custodian shall not be liable to you for any
                                                                           Accounts.
statements, representations, actions or inactions of any
insurance agent or agency that sold you any insurance plan in         2. You shall vote on any investments or any matters pertaining
connection with your HSA, or any statements or                        to the Investment Account. You may direct the Custodian to
representations made by your broker or any third party as to          vote on your behalf. You agree that the Custodian may, but
any investments.                                                      shall not be required (unless required under applicable law), to
11.14 Additional Parties on the Account: If you have                  inform you by forwarding materials or otherwise
                                                                      communicating with you as to any questions, decisions or
chosen to add your spouse and/or another third party to use
                                                                      other matters for which a vote may be requested, necessary or
the HSA debit card, including a second debit card if one has
                                                                      helpful, and Custodian shall thereafter have no responsibility
been requested, on this HSA account, then you acknowledge
                                                                      whatsoever with respect thereto. You are responsible for
and agree (a) it is your sole responsibility to inform the
                                                                      making separate arrangements for receiving such
authorized individual(s) about the purpose of the HSA and the
                                                                      communications.
tax consequences of using the debit card for items that are not
qualified expenses, (b) to be bound by, and to have the HSA           3. The Custodian shall be responsible only for such funds
bound by, any action taken by such authorized individual(s),          received by the Custodian. The Custodian shall have no duty
and (c) to indemnify and hold harmless the Custodian from any         or obligation to inquire into or investigate the suitability or
damages or expenses resulting from any actions taken by such          propriety of any direction from you or your authorized agent or
authorized individual(s).                                             any principals involved with any investment. The terms of this
Article XII – General Powers and Duties of the Custodian              Agreement shall be binding upon the Custodian, you and your
                                                                      authorized agent.
         and Limits Thereon
                                                                      4. The Custodian shall render no opinion as to property so held
1. The Custodian is hereby authorized and empowered:
                                                                      or as to the advisability of initial and subsequent purchases
  a) To hold funds received from time to time from you or             directed by you. The Custodian shall not be held liable or
     another source, such as rollovers and HSA Account                otherwise accountable for losses incurred by reason of
     transfers, including in-kind transfers, on behalf of your        investment selections in accordance with you or your
     HSA. The Investment Account shall hold all the assets of         authorized agent’s directions, or the actions of any broker.
     the HSA other than the cash maintained in the Cash
                                                                      5. The Custodian shall have no responsibility for determining
     Account pursuant to the terms of this Agreement and
                                                                      whether your HSA is subject to excise taxes or other tax or
     your directions. The Custodian may refuse to accept any
                                                                      penalty. It is your responsibility to determine if excise tax is
     in-kind transfer of any specific asset or assets. The
                                                                      due and to pay such excise tax or other tax penalty. The
     Custodian shall not be responsible to determine or
                                                                      Custodian shall have no responsibility for determining whether
     ensure that any rollover or transfer meets the
                                                                      an investment directed by you has earned income that is
     requirements of any applicable law, rule, or regulation.
                                                                      deemed to be unrelated business income which is subject to
     The Custodian may hold any and all universal trust or
                                                                      federal income tax. It is your responsibility to file Form 990-T
     custodial funds or cash received from you, or other
                                                                      when such unrelated business income is earned. However,
     sources into the Investment Account, during its
                                                                      you may submit this information to the Custodian for filing. If
     administration of this HSA in the Money Market Account,
                                                                      you submit this information to the Custodian for filing, you
     with any bank, subject to all rules and regulations of the
                                                                      agree that the Custodian is under no obligation or duty to verify
     institution   and    applicable    law   governing     the
                                                                      the accuracy of this information. You may also direct to have
     administration of the Money Market Account, for your

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                                    HEALTH SAVINGS ACCOUNT CUSTODIAL AGREEMENT AND DISCLOSURE STATEMENT, Page 5 of 12

the Custodian receive this information directly from a third             3. The Custodian shall not be liable for the acts or omissions of
party. In such circumstance, the Custodian is under no                   you or your agent. The Custodian shall not have any
obligation or duty to verify the accuracy of the information             responsibility nor any liability for any loss of income or of
received. In the event that you fail to file Form 990-T or pay           capital, nor for any unusual expense which the Custodian may
any tax or penalty, you agree to indemnify the Custodian for             incur, relating to any investment, or to the sale or exchange of
any liability incurred due to the failure to file.                       any asset which you or your authorized agent directs. The
6. You hereby grant the Custodian explicit permission to                 Custodian will not act as an investment advisor to you and
deposit or arrange for deposit of any securities purchased or            shall not have any duty to question, review or investigate you
received by the Custodian for the benefit of your HSA with the           or your authorized agent’s directions regarding the purchase,
brokerage firm or other custodian of the Custodian’s choice or           retention, or sale of any asset, or any action taken by the you
as directed by you in a separate account for the HSA, or a               or any authorized agent of yours. Millennium Trust Company,
nominee account, or in account as HSA custodian for various              LLC does not assume or incur any liability by reason of, or
HSAs or custody or trust accounts. Said account will be in the           have any duty or responsibility to inquire into, or take action
name of the Custodian for the benefit of the depositor or                with respect to, any acts performed or omitted to be performed
multiple depositors or a nominee name. You shall retain the              by a former custodian or trustee of any Archer MSA, HRA,
right, should you so desire, to specify a specific brokerage             FSA, IRA or HSA which has transferred all or any portion of its
house to use for said deposit of your HSA’s particular                   assets to Millennium Trust Company, LLC.
securities. The Custodian is not liable for the actions of any           4. The Custodian shall not be responsible for the investment of
broker and does not provide any recommendation or endorse                assets or their performance after your death, as the Custodian
any particular broker.                                                   shall not assume any duties or responsibilities after your death
Where you and the Custodian have agreed that you may give                in addition to the duties and responsibilities specifically
investment instructions for execution directly to a broker, any          provided for and assigned to the Custodian in this Agreement.
issues which arise with the broker shall be handled directly by           5. In connection with certain investments you may be required
you.                                                                     to execute certain ancillary documents with the Custodian. If
7. The Custodian may respond to any subpoena regarding you               you have agreed to provide services or have appointed an
or the HSA without prior notice to you.                                  agent to provide services pursuant to such ancillary documents
                                                                         regarding the assets in the Investment Account, the Custodian
8. Agreeing to the custody of any specific asset does not                shall not have any responsibility for the performance or
constitute marketing, distributing or raising capital on behalf of       nonperformance of those services.
that asset and the Custodian is not in any way endorsing any
asset.                                                                   6. Reference to the applicable law and IRS rules and
                                                                         regulations is based on the date this Agreement or the
9. When the Custodian is directed to invest in assets which are          respective ancillary document is delivered to you. The
not publicly traded, the Custodian shall not have any                    applicable law and IRS rules and regulations may change from
responsibility or liability if the entity or the broker/agent involved   time to time. It is your responsibility to consult with an attorney
does not provide the Custodian a receipt or confirmation for/of          or tax advisor prior to making any decisions or executing any
such investment.                                                         documents. The Custodian does not offer any tax or legal
10. You acknowledge that the owner of any investment held in             advice.
your HSA is the Millennium Trust Company, LLC as Custodian               Article XIV – Prohibited Transactions
of the HSA and not you individually. You agree not to add any
funds or assets into, or receive, or withdraw any funds or               If you make transactions that are prohibited by law, such as
assets from the Investment Account other than through the                you borrowing money from your HSA Account, the HSA
Cash Account or the Custodian as provided in the Agreement.              Account will lose some or all its tax advantages, and there
                                                                         could be immediate tax consequences and possibly penalties.
11. You agree that the Custodian has no duty to report to you
any information on any asset held in the Investment Account              It is your responsibility, not the Custodian’s, to determine
which the Custodian may have learned in connection with                  whether a transaction constitutes a prohibited transaction. The
another account or customer or from any source other than in             Custodian reserves the right to request certification from you
the operation of your Investment Account.                                that the direction provided by you or your agent does not
                                                                         create a prohibited transaction. If such certification is not
Article XIII – Investment of the Account – No Custodian                  forthcoming, the Custodian reserves the right to take whatever
Responsibility                                                           action the Custodian deems within its discretion to be
1. Subject to Section 2 below, you have the sole authority and           appropriate, including but not limited to, resigning from the
discretion, fully and completely, to select and to direct the            Account and/or distributing some or all of the assets in the
investment of all assets in your Investment Account. You                 HSA. Not requesting such a certification does not represent
accept full and sole responsibility for the success or failure of        that the Custodian has concluded that no prohibited
any selection made. It is your responsibility to understand the          transaction exists or that the Custodian has even reviewed the
nature of the investments, the principals and risks involved with        transaction in question.
the investments you have chosen. The Custodian has no                    Article XV – Other Administrative Powers and Duties of the
responsibilities for the selection, continuation or sale of any          Custodian
assets. The Custodian is under no duty to disclose any risks
associated with any investment.                                          1. The Custodian may make any payment or distribution
                                                                         required or authorized hereunder by mailing the Custodian’s
2. By notifying the Custodian on a form acceptable to the                check, or other property, or by ACH, or by Fed wire, or other
Custodian, you may delegate the investment responsibility for            electronic transfer to the payee at the address last furnished to
all of your Investment Account to an authorized agent. The               the Custodian. The Custodian shall not be liable for any
Custodian shall assume that the appointed agent is at all times          payment or distribution made in good faith without actual
qualified to act in that capacity.

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                                   HEALTH SAVINGS ACCOUNT CUSTODIAL AGREEMENT AND DISCLOSURE STATEMENT, Page 6 of 12

knowledge of any changed condition or status of any person                 (i) To your then living spouse to become the spouse’s
receiving benefits hereunder.                                                  HSA Account; but if your spouse shall not survive you,
2. The Custodian may consult with and employ other agents or                   then to
legal counsel, who may, but need not be, counsel for the                   (ii) Your natural and adoptive children which survived you
Custodian individually, and the Custodian shall be fully                        in equal shares per capita; but if there shall be no
protected from liability in actions taken or omitted, in good faith,            such child or children who survive you then living, then
upon the advice of such counsel.                                                to
3. The Custodian may perform any and all other acts which in               (iii) The personal representative of your estate, provided,
its judgment may be necessary or appropriate for the proper                      however, that the Custodian shall have no duty,
administration of the HSA and the custodial assets. In the                       obligation or responsibility to make any inquiry or
performance of its duties and responsibilities under this                        conduct       any     investigation    concerning      the
Agreement the Custodian may employ such agents and                               identification, address, or legal status of any individual
vendors as the Custodian feels appropriate without notice to                     or individuals alleging the status of beneficiary
you.                                                                             (designated or otherwise), nor to make inquiry or
4. After your death, the Custodian reserves the right to request                 investigation concerning the possible existence of any
such documentation and certification deemed appropriate                          beneficiary not reported to the Custodian within a
within the Custodian’s discretion to verify and establish the                    reasonable period after the notification of your death
identity of the beneficiary or the estate, if the assets are to be               (or that of your designated beneficiary) and previous
distributed to your estate. Prior to a distribution of assets to a               to the distribution of the Account.
beneficiary or your estate, the Custodian reserves the right to        3. The Custodian may conclusively rely upon the veracity and
request from the beneficiary or your estate, indemnification and       accuracy of all matters reported to the Custodian by any source
discharge from any liability.                                          ordinarily presumed to be knowledgeable respecting the
5. Anything in this Agreement to the contrary notwithstanding,         matters so reported. With respect to any distribution made by
the Custodian may choose to request direction from you as to           reason of your death (or the death of your designated
any specific action or situation that arises with the HSA, and if      beneficiary) the Custodian shall have no higher duty than the
a request for direction is made, the Custodian shall incur no          exercises of good faith, and shall incur no liability by reason of
liability for following your direction or for taking no action if no   any action taken in reliance upon erroneous, inaccurate or
such direction is furnished to the Custodian. The Custodian            fraudulent information reported by any source assumed to be
shall have the right, at the expense of the HSA, to seek a             reliable, or by reason of incomplete information in the
direction or approval of its accounts from a court of competent        Custodian’s possession at the time of such distribution. Upon
jurisdiction whenever the Custodian shall, in its sole discretion,     full and complete distribution of the HSA Account pursuant to
deem it appropriate.                                                   the provisions of this Agreement, the Custodian shall be fully
                                                                       and forever discharged from all liabilities respecting this HSA
Article XVI – Designation of Beneficiaries                             Account.
1. At any time, and from time to time, you shall have the right        Article XVII – Additional Distributions
to designate one or more beneficiaries to whom distribution of
the balance of the HSA shall be made in the event of your              The Custodian is empowered to make a distribution absent
death prior to the complete distribution of the Account. Any           instruction from you, if directed to do so pursuant to a court
such beneficiary designation shall be deemed legally valid only        order, or an IRS levy or other valid and enforceable levy and
when received by the Custodian fully completed, duly                   the Custodian shall in such event incur no liability for acting in
executed, and on a form provided or approved by the                    accordance with such court order or levy.
Custodian. Any such beneficiary designation may be revoked             Article XVIII – Records, Reports, and Valuation of
at any time, and shall be automatically revoked upon receipt by        Custodial Accounts
the Custodian of a subsequent beneficiary designation in valid         1. The Custodian shall furnish or cause to be furnished to you
form bearing a later execution date.                                   quarterly statements concerning the status of the Account and
A beneficiary designation form shall not become revoked in its         the use of your debit card. You can access and retrieve the
entirety upon receipt by the Custodian of a subsequent                 statements through the internet or request a paper copy for an
beneficiary designation form if the subsequent beneficiary             additional fee. The records of the Account shall be opened to
designation form clearly provides that you are adding to, or           inspection by you during the Custodian’s regular business
changing a portion of the then current beneficiary designation         hours. Records on the Brokerage Account are kept by the
form, but such addition or change shall modify the prior               Broker..
beneficiary designation to the extent provided.                        2. The Custodian may grant you online access to the Account
The Custodian reserves the right to reject, and not to accept,         through the Custodian’s or a vendor’s website. The website will
beneficiary designations other than beneficiary designations to        provide a certain view access to the Account and certain other
named individuals or specific entities.                                services. The Custodian does not guarantee and is not liable
2. If no beneficiary should survive you, or all beneficiaries          for the performance or privacy of the online system, website or
renounce their rights to receive any benefit from the HSA              the internet. Website access may be unavailable at times such
Account, or in the absence of a valid beneficiary designation          as when (a) systems require regular maintenance or upgrades;
on file with the Custodian at the time of your death, the              (b) unforeseen maintenance is necessary; or (c) major
Custodian shall, upon receipt of notice of the death supported         unforeseen events occur, such as earthquakes, fires, floods,
by a certified copy of the death certificate or other appropriate      computer failures, interruption in telephone service, electrical
evidence of the fact of death satisfactory to the Custodian,           outages, civil unrest or riots, war, or acts or threatened acts of
make distribution of your HSA Account to the beneficiary or            terrorism or other circumstances beyond the Custodians’
beneficiaries in the following order of preference:                    control. The Custodian is in no way and under no

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                                 HEALTH SAVINGS ACCOUNT CUSTODIAL AGREEMENT AND DISCLOSURE STATEMENT, Page 7 of 12

circumstances liable for the unavailability of access to the        Unless you direct the Custodian otherwise in writing, (a) a
website, data entry errors and other errors made by you, or for     promissory note, or similar debt instrument, shall be valued by
any loss for any reason associated with website or online           the Custodian at its face value (principal amount due) less
access or use.                                                      principal payments received by the Custodian, and (b) an
You shall have a password which will allow you access to your       investment which represents an interest in future insurance
HSA online. It shall be your responsibility to keep the password    proceeds shall be valued at its purchase price.
private. You shall be responsible for all actions taken by any      The Custodian shall not be responsible for the timeliness or the
person using your password whether or not such use was              accuracy of any FMV of any Alternative Asset furnished by you
authorized by you.                                                  or a Valuation Agent. If you or any Valuation Agent shall furnish
3. The Custodian agrees to submit reports to the Internal           valuations in addition to the required December 31 FMV, the
Revenue Service and you at such time and in such manner and         Custodian shall reflect the latest valuation received on an asset
containing such information as is prescribed by the Internal        in the HSA’s statements on a timely, but not immediate, basis,
Revenue Service.                                                    but the Custodian shall have no duty to inform you or to follow
                                                                    up with any Valuation Agent with respect to the status of any
4. You shall have sixty (60) days after either (a) the date of      such additional valuations. Where you have been granted
mailing of a paper HSA statement or (b) the posting of an HSA       online access to the Account, the Custodian is not required to
statement online at the Custodian’s website to file any written     show online the most current value reported to it for Investment
objections or exceptions with the Custodians. The failure to file   Accounts.
any objections or exceptions within said sixty (60) day period
shall signify your approval of the statement and preclude you       The Custodian shall have no duty or responsibility to solicit any
from making future objections or exceptions regarding the           valuation, including the December 31 FMV, from either you or
statement. Such approval by you shall be full release and           the Valuation Agent, the Custodian shall be entitled to use as
discharge to the Custodian of such statement and all                that December’s 31 FMV the last FMV provided to the
transactions, deposits and disbursements disclosed on such          Custodian, or if none, the original purchase price, for the
statement.                                                          Alternative Asset in question (such last FMV or original
                                                                    purchase price, as the case may be, shall hereinafter be
5. The Custodian may furnish you a statement of the fair            referred to as the “Last Value”).
market value (“FMV”) of the Account as of December 31 of
each year. This FMV shall be furnished to you in our regular        At any point after there has been a failure to provide the
December 31 account statement.                                      Custodian with a December 31 FMV for an Alternative Asset for
                                                                    a period exceeding 12 months, the Custodian may, but shall
For securities that have publicly available quoted prices, the      not be required to (a) distribute such Alternative Asset at its
Custodian will use such quoted prices to value those securities.    Last Value to you and the Custodian shall have no
Although such prices are obtained from quotation services and       responsibility or liability for any tax, financial, or other
other sources the Custodian believes to be reliable, the            consequences relating to or arising from such distribution to
Custodian cannot guarantee their accuracy. Where an                 you or (b) if a FMV is required due to a court order or similar
Investment Account is held as an asset of the HSA at a broker,      circumstance, the Custodian may, but shall not be required to
the Custodian’s reported FMV shall reflect only the total value     obtain an appraisal for such Alternative Asset from an
of the Investment Account as reported by the brokerage firm to      independent third party, the cost of such appraisal shall be paid
the Custodian for your HSA. The valuation for investments that      by you or from the HSA.
are not publicly traded, many of which are also generally
considered illiquid and may include, without limitation, real       If it is necessary to value an Alternative Asset due to your
estate, promissory notes, mortgages, and entities such as           death, and a FMV is not supplied to the Custodian in a timely
limited liability companies, limited partnerships, hedge funds,     manner by your estate, its beneficiaries or the Valuation Agent,
and other entities or assets so designated by the Custodian         the Custodian may, but shall not be required to obtain an
(collectively, “Alternative Assets”), including the December 31     appraisal for such Alternative Asset from an independent third
FMV, must be provided to the Custodian on a timely basis by         party. The cost of such appraisal shall be paid from the
you or another party chosen by you for this purpose (“Valuation     Account.
Agent”) and identified as such in a written document delivered      You hereby direct and confirm to the Custodian that when a
to the Custodian. It is your responsibility to determine and        FMV of an Alternative Asset is reported to the Custodian by
provide the valuation of Alternative Assets to the Custodian.       you or a Valuation Agent, or where you do not provide, or have
The December 31 FMV must be received by the Custodian no            a Valuation Agent, provide an updated valuation and the
later than the following January 15th. For Alternative Assets       provisions herein provide for the use of the Last Value, the
such as limited liability companies, limited partnerships, hedge    Custodian may rely on such valuation or Last Value as an
funds, and other similar entities, you direct the Custodian to      accurate FMV of the Alternative Asset in question.
obtain the FMV of the Alternative Assets from the investment        Due to the nature of Alternative Assets and the manner in
entity itself and hereby appoint each such entity as the            which their valuation is reported to the Custodian, the
Valuation Agent for the HSA’s investment in the entity itself.      Custodian cannot be responsible for their accuracy and such
Each Valuation Agent shall be required to sign such documents       valuations are often not as of the date of the HSA statement.
as the Custodian shall deem appropriate or necessary to             Valuations for Alternative Assets from any source should not be
confirm the understanding and agreement of the Valuation            solely relied upon by you for making investment or sales
Agent to its obligation to provide such December 31 FMV to the      decisions; you should consider whether to take alternative
Custodian by the following January 15th. Failure of you or the      steps to substantiate the then-current value of an Alternative
Valuation Agent to provide a timely valuation shall be your sole    Asset when making any investment decision concerning that
responsibility or that of the Valuation Agent, and the Custodian    Alternative Asset.
shall not be required to take any steps to secure an updated
FMV for the Account.


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You shall indemnify and hold the Custodian harmless for any          collection of contributions to the HSA; the selection, retention or
loss, damage, tax or other consequences to you or the HSA            disposition of the investments in the Investment Account; the
arising from or relating to the valuation of an Alternative Asset    amount, character, timing, purpose, propriety of any
including the Custodian’s accepting, reporting and acting upon       withdrawal, or any other action or non-action taken at the you
any FMV supplied by you or a Valuation Agent, or for using the       or your authorized representative’s request. If you request that
Last Value as provided in this Agreement.                            the Custodian allow you to return a previously made distribution
The Account Owner acknowledges that where the Account                to the Cash Account, you must (a) make such request prior to
Owner directs the Custodian to open a brokerage account, the         the April 15th following the first year in which you knew or
assets in such brokerage account will be held by the broker          should have known that the distribution was mistakenly made
selected by the Account Owner and purchases, sales, and the          for an expense that was thought to be but was not a qualified
valuation of such assets shall be the responsibility of the broker   medical expense, and (b) you so certify to such mistake in
not the Custodian. The Account Owner further acknowledges            writing, the Custodian may, but shall not be required to allow
that where the Account Owner has directed a purchase of or           you return the amount of such distribution.
investment in an Alternative Asset, funds for such purchase/         You, your authorized representatives, and your designated
investment are sent from the Account and delivered to the            beneficiaries shall at all times fully indemnify and hold
seller, issuer or investment sponsor of the Alternative Asset.       harmless, the Custodian, and the Cash, their affiliates,
Where the Alternative Asset is an entity, Custodian does not         successors and assigns, from any liability arising from
have custody of that entity’s assets or investments. Where the       withdrawals so made or actions so taken, and from any and all
Account Owner directs a sale or liquidation of an Alternative        other liability, damages, costs including legal costs, taxes and
Asset, Account Owner recognizes that the timing and amount           penalties on the Investment Account, losses and expenses
of funds actually realized depends upon the performance of the       (collectively, “Damages”) whatsoever which may arise in
Alternative Asset and the actions of the issuer or investment        connection with the Agreement, including a breach of fiduciary
sponsor in responding to the sale or liquidation request.            duty, except Damages arising from the gross negligence or
The Custodian from time to time may receive various reports          willful misconduct of the Custodian, or the Cash, respectively.
such as statements (including an annual December 31                  The Custodian shall not be responsible for any taxes, penalties,
valuation), annual reports, audited financial statements,            judgments and expenses incurred by your HSA.
amendments to Offering Memorandum, Prospectuses or similar           The Custodian shall be under no duty to take any action other
documents, IRS form K-1s and the like from Alternative Assets        than as herein specified with respect to the Investment Account
(collectively, “Asset Reports”). Except where directed otherwise     unless you or your authorized agent shall furnish the Custodian
in writing by the Account Owner, the Custodian shall forward all     with instructions in proper form. The instructions must be
Asset Reports to the Account Owner within a reasonable time          actually received by the Custodian. The Custodian shall not be
after receipt. The Account Owner agrees that it is the               obliged to determine the accuracy or propriety of any such
responsibility of the Account Owner (i) to know what Asset           directions and shall be fully protected in acting in accordance
Reports are due when from each Alternative Asset in the              therewith. If the instructions, in the opinion of the Custodian,
Account and (ii) to follow-up with the Alternative Asset             are unclear, or are not given in accordance with this
whenever an Asset Report is not provided in a timely manner to       Agreement, the Custodian shall not be liable for any loss during
the Account Owner directly or through the Custodian. The             the period preceding the Custodian’s receipt of written
Account Owner acknowledges that the Custodian has no duty            clarification of the instructions.
to (i) request Asset Reports, (ii) notify the Account Owner when
                                                                     Any dispute, claim or controversy arising out of or relating to
Asset Reports are not received by the Custodian, or (iii) to
                                                                     this Agreement, or any other agreement between the Account
review any Asset Report for accuracy or content.
                                                                     Owner and the Custodian, or the breach, termination,
Article XIX – Spendthrift Provisions, Account Owner May              enforcement, interpretation or validity thereof, including the
Not Pledge Assets                                                    determination of the scope or applicability of this Agreement to
Neither you nor any beneficiary shall have any right to pledge,      arbitrate, shall be determined by arbitration in Chicago, Illinois
assign, anticipate, hypothecate, or in any manner create a lien      before a sole arbitrator, in accordance with the laws of the
upon any assets, payments, or benefits while such are held in        State of Illinois for agreements made in and to be performed in
the HSA. No interest in the HSA shall be liable in any manner        that State. The arbitration will be administered by Judicial
for the debts, defaults, obligations or liabilities of you, your     Arbitration and Mediation Services (“JAMS”) pursuant to its
beneficiaries, spouse, or heirs-at-law. Each distribution,           Comprehensive Arbitration Rules and Procedures. Disputes will
transfer or payment of any part of the HSA by the Custodian          not be resolved in any other forum or venue. The parties agree
shall be made to the person entitled thereto (or in the event of     that any arbitration will be conducted by a retired judge who is
such person’s legal disability, then to his legal representative)    experienced in dispute resolution, pre-arbitration discovery will
and only to them and upon their personal receipts or                 be limited to the greatest extent provided by the rules of JAMS,
endorsements, free of anticipation or alienation, voluntary or       the arbitration award will not include factual findings or
involuntary. The assets in your Account shall not be subject to      conclusions of law, and no consequential or punitive damages
or responsible for the debts, contracts or torts of any person       will be awarded. Notwithstanding any other rules, no arbitration
whether or not entitled to distributions under this Agreement.       proceeding brought against the Custodian will be consolidated
The provision of this Article does not apply to specific payments    with any other arbitration proceeding without the Custodian’s
made from the Cash Account by check, debit card, or ACH              consent. Judgment may be entered upon any award granted in
transfer.                                                            any arbitration in any court of competent jurisdiction in Chicago,
                                                                     Illinois, or in any other court having jurisdiction. If the Account
Article XX – No Duty for Contributions etc, Hold Harmless            Owner initiates the arbitration and does not prevail, the Account
and Indemnification, Arbitration                                     owner shall bear the entire cost of the arbitration including all
The Custodian shall not be responsible in any way for                fees paid to JAMS and the arbitrator. The Account Owner
determining the permissible amount of contributions; the             agrees that the Account Owner may only bring claims and
                                                                     disputes to arbitration only in his or her individual capacity and
HSA-005                                                                                                                          01-12
                                HEALTH SAVINGS ACCOUNT CUSTODIAL AGREEMENT AND DISCLOSURE STATEMENT, Page 9 of 12

not as a plaintiff or class member in any purported class or       chargeable against the HSA. The retiring or removed
representative arbitration.                                        Custodian shall be reimbursed by you or your Successor
Notwithstanding the above paragraph, the Custodian shall have      Custodian for any deficiency in the amounts so withheld if they
the right to bring suit against Account Owner or the Custodial     prove to be insufficient for such settlement of accounts. The
Account in a court in Chicago, Illinois or in any court of         retiring or removed Custodian reserves the right to withhold
competent jurisdiction for the recovery of any sums owed           and charge reasonable fees and expenses for handling assets
Custodian under this Agreement, including, but not limited to,     received by that Custodian after the HSA has been closed or
fees, costs, expenses and sums paid by Custodian in error to       transferred.
or for the benefit of the Custodial Account. In such event all     The Successor Custodian shall acquire all of the powers
court costs, legal expenses, reasonable compensation of time       conferred upon its predecessor, but shall not be personally
expended by the Custodian in the performance of its duties,        liable for any act or failure to act of the former Custodian. The
and other appropriate and pertinent expenses and costs shall       transfer and delivery of the assets to the Successor Custodian
be collected by the Custodian from the Custodial Account or as     notified by you or the Successor Custodian within forty-five (45)
part of the Court’s award to the Custodian.                        days from the date of resignation or removal of irregularities in
                                                                   its Custodianship. If any Custodian of your Account fails to
Article XXI – Removal and Appointment of Successor                 comply with certain Treasury Regulations or is not keeping
Custodian                                                          records, submitting returns or sending statements as required
Any Custodian or Successor Custodian may resign upon giving        by applicable forms or regulations, the IRS may, after notifying
thirty (30) days prior written notice to you or, if you are then   you, require you to substitute another Custodian.
deceased, to the beneficiaries hereunder.                          If you fail to select a Successor Custodian or direct a
Any Custodian or Successor Custodian may be removed by             distribution to you, thirty (30) days after the written notice of its
you upon written notice to the Custodian. The appointment of a     resignation, the Custodian is hereby authorized: (1) to liquidate
Successor Custodian and transfer of the HSA’s assets shall be      all assets and distribute the entire HSA to you, or the
accomplished by you delivering a written instrument to the         designated beneficiaries if you are deceased regardless of any
retiring Custodian in a form acceptable to the Custodian either    possible tax consequences, or (2) to appoint a Successor
directing distribution of your account directly to you or to the   Custodian and to distribute the assets in your HSA to such
Successor Custodian with the acceptance of the Successor           Successor Custodian.
Custodian endorsed thereon. The Successor Custodian so             In such cases that the value of the HSA becomes worthless, or
appointed by you shall be a bank, trust company or person          results in a negative balance, the Custodian will resign from the
approved by the Secretary of the Treasury of the United States     account by notification delivered by mail to you. Outstanding
to hold and administer assets comprising a Health Savings          fees will be billed to you. The Custodian will not be held liable
Account.                                                           for negative balances due to the investment decisions of you.
The retiring Custodian shall continue to hold and exercise the     If the Custodian merges into or becomes consolidated with
powers conferred in the Agreement necessary for the transfer       another entity qualified to act as an HSA Custodian, or is
and delivery of the assets to you or the Successor Custodian.      succeeded in our business by purchase or otherwise by an
The retiring or removed Custodian shall also be entitled to        entity qualified to act as an HSA Custodian, then such entity
withhold from the HSA’s assets such reasonable amounts as it       shall become the Custodian of your HSA without the necessity
may deem necessary to provide for any compensation due it, to      of your prior approval. The Custodian can appoint a successor
pay taxes, plus expenses incurred in the termination, transfer     bank to act as the Bank hereunder and transfer the Cash
and delivery of the custodial assets to the Successor Custodian    Account to such successor bank.
or you, and amounts for taxes or other liabilities as may be




HSA-005                                                                                                                          01-12
                                                                                      DISCLOSURE STATEMENT
                                          Fax: 630.472.5970
                                          Email: mtc.hsa@mtrustcompany.com



The following is a general explanation of the laws and regulation governing health savings accounts and disclosure of additional
information on your HSA. You may refer to the Internal Revenue Code or a competent tax advisor for more detailed information.
The Custodian does not provide investment, legal or tax advice and is not responsible for any tax, loss or legal consequences
resulting from the contributions to, investments in, or distributions from the HSA.

Terms defined in the Custodial Agreement have the same meanings in this Disclosure Statement.



INCOME TAX CONSEQUENCES OF AN HSA                                        transfers.
A) HSA Deductibility – If you or your employer establishes a             Funds distributed from your HSA may be rolled over to
high deductible health plan (“HDHP”), you may be eligible to             another HSA of yours if the requirements of Section 223(f)
establish an HSA. Both you and your employer can make                    (5) of the Code are met. A proper HSA to HSA rollover is
contributions to your HSA. Amounts contributed to your HSA               completed if all or part (completed as to that portion) of the
are excluded from tax unless they exceed the maximum                     distribution is rolled over not later than 60 days after the
contribution limits described in the Custodial Agreement,                distribution is received by you. You may not have
including any applicable limitations. In order to qualify for an         completed another HSA to HSA rollover from the
HSA, you must be covered by an HDHP that meets the Code’s                distribution HSA during the 12 month period preceding the
required (i) minimum required deductible, for self-only coverage         date you received the distribution. Finally, current IRS-
$1,200 in 2011 and 2012; for family coverage $2,400 in 2011              published guidance indicates that you may make only one
and 2012; and (ii) maximum annual out of pocket expense limit            rollover contribution to an HSA during a given one-year
for self-only coverage is $5,950 in 2011 and $6,050 in 2012; for         period.
family coverage is $11,900 in 2011 and $12,100 in 2012.
                                                                         Funds distributed from your Archer MSA may be rolled
B) Tax Deferred Earnings – The investment earnings of your               over to your HSA. Rollovers from a qualified Archer MSA
HSA are not subject to federal income tax until distributions are        to an HSA are permitted if made in accordance with the
made (or, in certain instances, when distributions are deemed            applicable rollover laws and regulations for medical
to be made).                                                             savings accounts.
C) Taxation of Distributions – The taxation of your HSA
                                                                         You are allowed to transfer certain amounts from either a
distributions depends on whether the distribution is for a
                                                                         health reimbursement arrangement (HRA) or a health
qualifying medical expense. Generally, distributions paid due to
                                                                         flexible spending arrangement (FSA) through a direct
qualifying medical expenses are excluded from your gross
                                                                         transfer to your HSA. The amount that can be transferred
income. Qualifying medical expenses are amounts you pay for
                                                                         may not exceed an amount equal to the lesser of (1) the
medical care (as defined in Section 213(d) of the Code) for
                                                                         balance in the health FSA or HRA as of September 21,
yourself, your spouse and your dependents (as defined in
                                                                         2006 or (2) the balance in the health FSA or HRA as of the
Section 152 of the Code), but only to the extent that such
                                                                         date of the distribution. The balance in the health FSA or
amounts are not compensated for by insurance or otherwise.
                                                                         HRA as of any date is determined on a cash basis (i.e.,
Distributions made for purposes other than qualifying medical
                                                                         expenses incurred that have not been reimbursed as of the
expenses are included in your gross income (or, in the event of
                                                                         date the determination is made are not taken into account).
your death, gross income of your designated beneficiary unless
                                                                         This direct transfer to your HSA is limited to one time
your designated beneficiary is your spouse). If you receive a
                                                                         distribution from each health FSA or HRA. Note that your
distribution that is included in your gross income, you are
                                                                         ability to do this may be restricted by the Plan Sponsor for
subject to an additional tax of 20%. This additional 20% tax
                                                                         your HRA or FSA.
shall not apply if you have attained age 65 (or, if different, the
age specified under Section 1811 of the Social Security Act).            Written Election - At the time you make a proper rollover to
D) Rollovers and Transfers – Your HSA may be rolled over to              an HSA with the Custodian, you must designate to the
another HSA of yours, or your HSA Account with the Custodian             Custodian, in writing, your election to treat that contribution
may receive rollover contributions, provided that all of the             as a rollover. Once made, the rollover election is
applicable rollover rules are followed. Rollover is a term used to       irrevocable.
describe a tax-free movement of cash or other property               You may also make a one-time trustee-to-trustee transfer to
between any of your HSA’s. The rollover rules are generally          your HSA of amounts distributed from your Individual
summarized below. These transactions are often complex. If           Retirement Account (IRA). The amount of this one time transfer
you have any questions regarding a rollover, please consult          is limited to the applicable maximum contribution limit for your
with your attorney or tax advisor.                                   HSA and will reduce the amount you could otherwise contribute
    Funds and assets moving from one of your HSAs to                 that year to your HSA dollar for dollar. You may wish to consult
                                                                     your tax professional on the benefits or consequences of a
    another of your HSAs, custodian to custodian, are termed
                                                                     transfer from your IRA given your particular tax and financial
    a transfer. As long as the assets move directly from HSA
                                                                     situation. Currently there is no comparable transfer back to
    custodian to HSA custodian, there is no limit on such
                                                                     your IRA. The amounts distributed from your IRA are not

HSA-005                                                                                                                          01-12
                                HEALTH SAVINGS ACCOUNT CUSTODIAL AGREEMENT AND DISCLOSURE STATEMENT, Page 11 of 12

includible in income to the extent that the distribution would       NO INVESTMENT ADVICE
otherwise be includible in income. In addition, such distributions   Custodian offers no investment management recommendations
are not subject to the 20% additional tax on early distributions.    or investment advice as to which investments may be best for
A 13 month testing period for continued HSA qualification is         your HSA. As Custodian, Millennium Trust Company, LLC
required starting with the month of transfer. A distribution from    accepts custody of a wide range of different types of assets.
your IRA will count against the HSA’s contribution limit for a       The fact that Millennium Trust Company, LLC accepts custody
given year if the transfer from the IRA is made by December 31       of an asset does not constitute an endorsement of that asset or
of that year.                                                        entity or principals which/who sell or manage such assets. You
There is also a 12 month testing period for direct rollovers from    alone are responsible to do the appropriate investigation of the
FSAs and HRAs and for direct transfers from IRAs. Consult            investment, entity and principals involved before you invest.
your tax advisor on how it applies and adverse tax                   Likewise, you alone are responsible for continuing oversight for
consequences if not met.                                             all your investments. Growth in value of the HSA is neither
E) Carryback Contributions – A contribution is deemed to have        guaranteed nor projected, and depends entirely on the success
been made on the last day of the preceding taxable year if you       of your investment strategy. The profits and/or losses of each
make a contribution by the deadline for filing your income tax       HSA are allocated to that HSA. Your HSA fees are for custodial
return (not including extensions), and you designate the             and administrative services.
contribution as a contribution for the preceding taxable year.       NO TAX ADVICE
For example, if you are a calendar year taxpayer and you make        This Disclosure Statement, together with the Custodial
your HSA contribution on or before April 15th, your contribution     Agreement should answer many basic questions concerning
is considered to have been made for the previous tax year if         the HSA. However, the rules governing HSA deductibility,
you designated it as such.                                           contribution limits, transfers and rollovers, and taxation of
F) Beneficiary Issues – You can name one or more                     distributions can be complicated in certain situations.
beneficiaries to whom the balance of your HSA will be paid           If you have additional questions or issues regarding HSAs in
when you die. To do so, just fill out the designation of             general or as to your particular situation, you should consult
beneficiary form provided by the Custodian. Your designation         your tax advisor or attorney. Also, you may obtain additional
of beneficiaries will not be effective until received by the         information regarding HSAs from any District office of the IRS.
Custodian.                                                           Millennium Trust Company, LLC does not render tax or legal
You should review your designation periodically, especially if       advice.
there is a change in your family status such as marriage,            LIMITATIONS AND RESTRICTIONS
divorce, death of a family member, or birth, or adoption of a
child. You may change your beneficiary at any time by filling        A) Deduction of Rollovers and Transfers – A deduction is not
out a new form and sending it to the Custodian. You can use a        allowed for rollover or transfer contributions.
new designation to revoke your prior designation in whole or in      B) Special Tax Treatment – Capital gains treatment and the
part. If your spouse is your beneficiary, the HSA becomes your       favorable five or ten-year forward averaging tax authorized by
spouse’s HSA and continues after your death and your spouse          Section 402 of the Code does not apply to HSA distributions.
will have the same right to name beneficiaries. If you do not
                                                                     C) Prohibited Transactions – If you or your beneficiary engage
name beneficiaries or if all your beneficiaries die before or
                                                                     in a prohibited transaction with your HSA, as described in Code
disclaim the HSA, the HSA will become your spouse’s HSA, if
                                                                     Section 4975, the HSA, (or the portion of the HSA engaged in a
your spouse survives you. If you have no spouse who survives
                                                                     prohibited transaction), will lose its exemption from tax and you
you, then the money will go to your children who survive you in
                                                                     must include the fair market value of the amount involved in the
equal shares. If you have no children who survive you, the
                                                                     prohibited transaction in your gross income for the year during
assets in your HSA will be paid to your estate.
                                                                     which the prohibited transaction occurred in addition to any
G) Self-Direction Requirements – Under the Health Savings            regular income tax that may be payable. It is your responsibility
Premier Account you are required to direct the Custodian with        to determine if a transaction constitutes a prohibited
respect to the investment of funds in your Investment Account.       transaction. The Custodian is not responsible for determining if
In the absence of direction from you or your authorized agent,       a transaction constitutes a prohibited transaction. The
the Custodian will not make or dispose of any investments or         Custodian reserves the right to request certification from you
distribute any funds held in the HSA, except the Custodian may       that the direction provided by you does not create a prohibited
liquidate assets, chosen in its sole discretion to pay fees and      transaction, If such certification is not forthcoming, the
expenses including its fees and expenses. The Custodian has          Custodian reserves the right to take whatever action it deems
no power or duty to question or investigate any investment           appropriate, including, but not limited to, resigning from the
direction, purchase or sale from you or your authorized agent,       HSA and/or distributing the assets. Not requesting such a
as to a specific investment or the HSA’s overall portfolio, to       certification regarding a transaction is not a determination that
review any investments held in the Investment Account or to          a prohibited transaction does not exist or that the Custodian
make any suggestions to you with respect to the investment,          even reviewed the transaction.
retention, disposition of any asset in the Investment Account.
                                                                     D) Pledging – If you pledge any portion of your HSA as
The Custodian will not be liable for any loss of any kind which
                                                                     collateral for a loan, the amount so pledged will be treated as a
may result by reason of any action taken by the Custodian in
                                                                     distribution and will be included in your gross income for that
accordance with direction from you or your designated agent,
                                                                     year.
or by reason of any failure to act because of the absence of
any directions and the Custodian will not be liable for any          FEE DISCLOSURE
action or non-action of any broker. The Custodian may resign         A) In connection with your HSA, you agree to pay the fees set
rather than execute an investment direction if it determines that    forth on the HSA Services and Fee Schedule which you
the investment would not be administratively feasible.               acknowledge you have had the opportunity to review.

HSA-005                                                                                                                        01-12
                                 HEALTH SAVINGS ACCOUNT CUSTODIAL AGREEMENT AND DISCLOSURE STATEMENT, Page 12 of 12

B) The services and fees on the Services and Fee Schedule             information about you and your HSA to those employees,
can be changed or additional fees added from time to time             vendors and agents who need to know that information to
without notice to you.                                                provide products or services to you. Custodian maintains
C) The fees on your HSA account may be shared in certain              physical, electronic, and procedural safeguards that comply
circumstances with parties which refer accounts and/or provide        with federal standards to guard your nonpublic personal
services to HSA accounts.                                             information.

D) The Custodian receives compensation from the bank issuing          IMPORTANT INFORMATION ABOUT PROCEDURES FOR
the debit cards for services rendered in their operation.             OPENING A NEW ACCOUNT
The Custodian may be receiving fees from various mutual               To help the government fight the funding of terrorism and
funds held in your HSA in return for providing certain                money laundering activities, Federal law requires all financial
shareholder or recordkeeping services. The amount of these            institutions to obtain, verify, and record information that
fees from the mutual funds is described in each fund’s                identifies each person who opens an account.
prospectus and is as permitted by law or regulation and may           What this means for you: When you open an HSA account, you
change over time. These fees (along with any investment and           will be asked for your name, address, date of birth and other
other operating expenses of the mutual funds) are deducted            information that will allow the Custodian and the Bank to
directly from the interest earnings and the net amount is paid to     identify you. The Custodian may also require a copy of your
your Account monthly. Accounts that close during a month will         identification.
not be credited with interest earned for that month, including
interest from the Cash Account and the Money Market Account,          ACKNOWLEDGEMENT
and any such interest will be taken as an additional closing fee      By signing the HSA Adoption Agreement document, you
by the Custodian.                                                     acknowledge the opening of the account and agree to read,
You can obtain further information regarding the Money Market         abide and be bound by this Health Savings Custodial
Account, including current fees and interest rates from a             Agreement, including this Disclosure Statement, all Cash
Millennium Trust Client Service Representative.                       Account agreements and disclosures provided to you, the
                                                                      Privacy Policy included herein, and where applicable, the
PRIVACY DISCLOSURE
                                                                      Bank’s Funds Availability Policy and/or Electronic Fund
The mission of both the Custodian and the Bank is to meet the         Transfer Agreement from both the Bank and the bank which
desires of our customers. As financial services professionals         issues the debit card. Although not a part of the HSA
entrusted with sensitive financial information, the Custodian         application process, you authorize that the Custodian and the
and the Bank respect the privacy of customers and is                  Bank can make inquiries from any consumer reporting agency
committed to treating customer information responsibly. The           or other personal information agency or service, including a
applicable Customer Information Privacy Principles serve as           check protection service, in connection with this HSA, if
standards for all employees for the collection, use, retention,       deemed necessary at a future time.
and security of individual customer information.
INFORMATION THE CUSTODIAN COLLECTS ABOUT YOU
The Custodian collects nonpublic information about you from
the following sources:
         Information the Custodian receives from you or your
         employer on applications or other forms,
         Information about your transactions             with   the
         Custodian and the Bank, or others,
         Information the Custodian receives from a consumer-
         reporting agency or other agents or vendors which
         provide consumer information.
NO DISCLOSURES OUTSIDE OF EXCEPTIONS
The Custodian will not reveal specific information about HSA
accounts or other personally identifiable data to parties outside
each other for their independent use unless: 1) the information
is provided to help complete a transaction initiated by you; 2)
the information is provided to a reputable credit bureau or
similar information reporting agency (3) the information goes to
agents, vendors, and service suppliers in connection with the
services they supply to your HSA; or 4) you request or
authorize disclosure; and 5) the disclosure otherwise is lawfully
permitted or required. The Custodian does not provide account
or personal information to outside companies for the purpose of
independent telemarketing or direct mail marketing of any non-
financial products or services of those companies.
CONFIDENTIALITY AND SECURITY
The   Custodian    restricts   access   to   nonpublic    personal



HSA-005                                                                                                                        01-12
                                                2001 Spring Road, Suite 700
                                                Oak Brook, IL 60523
                                                                                                          HSA MANAGER
                                                800.783.4022 Telephone                                   SERVICES & FEE
                                                www.hsa-manager.com
                                                                                                             SCHEDULE



    HSA Manager Services & Fees

    Establishment Fee                                       $10
                               1
    Annual Account Fee                                      $35

    2 Debit Card(s)                                         Free         ($5 for each additional card)

    Paper Statements                                        Free         (Quarterly)
                                   2
    Miscellaneous Charges                                   $25

    Request for Check Withdrawal                            $10


    Investment Options & Fees
                                                                                                 Online                 Phone Order
    Mutual Funds
     No-Transaction Fee-Mutual Funds                                                             No Charge               $25
     Transaction-Fee Mutual Funds                                                                $15                     $25

    Publicly Traded Equity Securities (i.e., Stock, ETFs)                                         $15                    $25
      Plus brokerage commission listed Below (min. $8)
       1 – 1000 shares      $0.02/share
       1001 – 5000 shares $0.015/share
       5001+ shares         $0.01/share

    Certificates of Deposit (CDs) and Bonds                                                       N/A                    $50
     Renew Current CD                                                                             N/A                    $25




Minimum Deposit Required - $100 cash balance.
Minimum Threshold Deposit Required - $3,000 balance required in HSA cash account prior to investing.

Service and Administrative Fees - The Custodian may charge a fee, which varies over time but cannot exceed a stated maximum rate, on
cash held in both the Cash Account for your HSA, and the Investment Account (if applicable), in return for providing servicing, administrative
and/or recordkeeping services. This fee is deducted directly from the interest earned and the net amount is paid to your account monthly. The
Custodian may also receive a fee from various mutual funds for providing similar services. Please see your HSA Custodial Agreement for
further information.

1   Annual account fee billed immediately after account establishment, then on account establishment anniversary date thereafter.
2
    Outgoing wire, overdraft, excess/mistaken contribution/distribution, closing/transfer fee, returned item

 Fees subject to change




HSA-CLT-009               *HSA-CLT-009*                                                                                               03-12
                                           Millennium Trust Company
                                           2001 Spring Road, Suite 700                               TRANSFER
                                           Oakbrook, Il 60523
                                           800.783.4022                                          AUTHORIZATION
                                           www.mtrustcompany.com
                                                                                                 (HSA, MSA and IRA)

A           ACCOUNT INFORMATION
Present Trustee/Custodian:

Present Trustee/Custodian Address:

City:                                                             State:                             Zip:

Trustee/Custodian Account No.:                                    Trustee/Custodian Phone No.:

Account Holder Name:

Social Security No.:                                              Phone No.:

B           TRANSFER TO HSA
PLEASE NOTE: A complete copy of an account statement with your current Trustee/Custodian MUST be
attached before any transfer can be completed. Upon receipt, this original signed form will be submitted for
transfer of assets.
To request a transfer to your HSA, please review the details for each of the three types of transfers below, check the
appropriate option and provide the dollar amount of the transfer.
A transfer from an HSA or MSA is a non-taxable transaction and does not count toward your maximum annual
contribution limit.
1.)     □    Transfer from an HSA to an HSA

2.)     □    Transfer from an MSA to an HSA

        (Note: If choosing transfer type 1 or 2, please select one of the options listed below.)
              □   Transfer entire account IN-KIND. (Assets will be re-registered and money market funds transferred in
                  cash.)
              □   Liquidate all assets and transfer in cash. Estimated amount: $
              □   Partial transfer of cash $
              □   Partial transfer of IN-KIND assets, see below.

                       Quantity                     Description of Asset                    Estimated Value
              (# of Shares or $ Amount)        (Name of Fund, Security or Asset)




A transfer from an IRA to an HSA is a once in a lifetime direct tax-free transfer from your IRA custodian or trustee.
This transfer does count as a contribution toward your annual HSA contribution limit and may not exceed that limit.

3.)     □     Transfer from an IRA to an HSA - (must be made in cash)

              Amount: $                                 Contribution Year:
                                   Please continue to page two to complete this form.




HSA-007           *HSA-007*                                                                                     06-10
                                                                        HSA MANAGER TRANSFER AUTHORIZATION, Page 2 of 2

C           ACCOUNT HOLDER ACKNOWLEDGEMENT AND SIGNATURE
I acknowledge that the assets listed above are held in an IRA/         Please check with your current Trustee/Custodian to
MSA/HSA established and administered under an IRS                        determine if a Medallion Signature Guarantee is
approved master or prototype plan and that said IRA/MSA/                                    required.
HSA meets the qualifications of the Internal Revenue Code. I                  [Medallion Signature Guarantee Stamp Here]
understand that Millennium reserves the right to review all
assets being transferred over prior to final acceptance as
successor custodian. To expedite the transfer, I have provided
Millennium with complete information, and I will check with my
current Trustee to determine when the transfer will be
processed.


_______________________________________________________              A Medallion Signature Guarantee may be obtained from an
Account Holder’s Signature                                           authorized officer at a brokerage firm, bank or other financial
                                                                     institution. Certification by a notary public is not a substitute for a
                                                                     signature guarantee.
Date:
This form will be sent to your current Custodian by regular U.S. Mail unless overnight delivery is requested.
        □    Yes, I authorize Millennium to send by overnight delivery (A $25 fee will be charged to your account).

D           DELIVERY INSTRUCTIONS
All DTC-Eligible:                                                        Mutual Funds Transfers:

  Fifth Third Bank                                                       Do not establish FBO Account (To be completed
  Participant # 2116, FFC A/C#: 010039362096                             by MTC)
  A/C Name: Millennium Trust Co., LLC, Agent Bank # 10016                         Client Name:
  Institutional ID: #53807
  F/C: [Enter Client Account Number Here]                                         Date:
                                                                                  Acct No.:
Book-Entry/Bonds:                                                                 Description of Asset:
  ABA # 042000314 / Fifth Cin / 1050                                              # of shares / All:
  FFC A/C#: 010039362096                                                          Fund Acct #:
  A/C Name: Millennium Trust Co., LLC
  F/C: [Enter Client Account Number Here]                                Checks:
Fed-Wires:                                                                       Millennium Trust Company
                                                                                 Attn: HSA Manager
  Bank Name: The Private Bank
                                                                                 2001 Spring Road, Suite 700
  Bank ABA No.: 071006486                                                        Oak Brook, IL 60523
  Account Number: 2207967                                                        Client Name:
  Account Title: (Client Name) - HSA


                                           PLEASE DO NOT FAX THIS FORM.




For use by Millennium Trust Only                                     Date:_________________________________________
Millennium Trust Company, LLC will accept the above captioned account as successor Custodian.


________________________________________________________ Account No.: __________________________________
Authorized Officer

(Tax Identification No. 36-4400066)                                  Date Mailed: __________________________________



HSA-007                                                                                                                             06-10

						
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