Common use of Investment Powers and Duties of the Custodian Clause in Contracts

Investment Powers and Duties of the Custodian. The Custodian shall have no discretion to direct any investment in this Xxxxxxxxx ESA. The Custodian assumes no responsibility for rendering investment advice with respect to the Xxxxxxxxx ESA, nor will the Custodian offer any opinion or judgment on matters concerning the value or suitability of any investment or proposed investment for this Xxxxxxxxx ESA. The Custodian shall exercise the voting rights and other shareholder rights with respect to securities in the Xxxxxxxxx ESA but only in accordance with the instructions provided by the Responsible Individual or an investment advisor appointed by the Responsible Individual. The Responsible Individual shall have the power and authority in the administration of this agreement to do all acts, including by way of illustration but not in limitation of the powers conferred by law, the following: (1) Pursuant to the direction of the Responsible Individual or a properly appointed agent’s direction, to invest and reinvest all or any part of the assets in securities obtainable through the Custodian and to invest in any lawful investment which is administratively acceptable to the Custodian without any duty to diversify and without regard to whether such property is authorized by the laws of any jurisdiction for investment by the Custodian; (2) Pursuant to the direction of the Responsible Individual or a properly appointed agent’s direction, to hold part or all of the uninvested assets or to place the same in a savings account approved by the Responsible Individual or purchase a Certificate of Deposit with an institution approved by the Responsible Individual; (3) To employ suitable agents and counsel and to pay them reasonable expenses and compensation; (4) Pursuant to the directions of the Responsible Individual or a properly agent’s direction, to vote in person or by proxy with respect to securities held by the Custodian and to delegate its discretionary power; (5) Pursuant to the directions of the Responsible Individual or a properly appointed agent’s direction (and subject to approval of Custodial Account for option trading privileges), to write covered listed call options against existing positions, to liquidate or close such option contracts, and to purchase put options on existing long positions (the same securities cannot be used to simultaneously cover more than one position); (6) Pursuant to the direction of the Responsible Individual or a properly appointed agent’s direction, to consent to or participate in dissolutions, reorganizations, consolidations, mergers, sales, leases, mortgages, and transfers or other changes affecting securities held by the Custodian; (7) To leave any securities or cash for safekeeping or on deposit, with or without interest, with such banks, brokers and other custodians as the Custodian may select, and to hold any securities in bearer form or in the name of these banks, brokers and any other custodians or in the name of the custodian without qualification or description or in the name of any nominee; and (8) Prior to the entry of any orders to purchase or sell securities in the Xxxxxxxxx ESA account, the Responsible Individual or his or her agent shall approve beforehand all such orders and direct the Custodian to implement such instructions. Selling short and executing purchases in an amount greater than available cash are prohibited. All investments outside of the cash account shall be accompanied by additional written instructions.