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ACCEPTANCE OF TRUSTEESHIP

CALDWELL FAMILY INSURANCE TRUST

March 15, 2023

Trust Agreement Reference: Caldwell Family Insurance Trust, established March 15, 2023 (the "Trust Agreement")

Grantor: Jonathan R. Caldwell, an individual residing at 418 East 72nd Street, Apt. 14A, New York, NY 10021

Accepting Trustee: Northgate Trust Company of Delaware, a trust company duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1201 North Market Street, Suite 1600, Wilmington, DE 19801

RECITALS

WHEREAS, the Grantor, Jonathan R. Caldwell, established the Caldwell Family Insurance Trust (the "Trust" or the "ILIT") pursuant to a Trust Agreement dated March 15, 2023, which Trust Agreement is governed by the laws of the State of Delaware and has its situs in the State of Delaware; and

WHEREAS, the Trust Agreement designates Northgate Trust Company of Delaware ("Northgate" or the "Trustee") as the sole Trustee of the Trust, vested with the powers, duties, and responsibilities set forth therein; and

WHEREAS, the Trust was established as an irrevocable life insurance trust for the primary purpose of holding, maintaining, and administering one or more life insurance policies for the benefit of the Trust beneficiaries, and the primary trust asset is a second-to-die universal life insurance policy issued by Beacon Life Assurance Company, a Connecticut domiciled insurance company with its principal offices at 100 Constitution Plaza, Hartford, CT 06103, bearing Policy No. BLA-2023-77419, with a face amount death benefit of Fifteen Million Dollars ($15,000,000), insuring the joint lives of Jonathan R. Caldwell (date of birth: March 14, 1956) and Eleanor V. Caldwell (date of birth: September 22, 1958) on a survivorship (second-to-die) basis (the "Policy"); and

WHEREAS, the annual premium payable on the Policy is One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500), which premium is expected to be funded through annual contributions from the Grantor to the Trust; and

WHEREAS, the Trust Agreement names three Crummey beneficiaries, each of whom holds a present withdrawal right with respect to contributions made to the Trust, as follows: (i) Thomas R. Caldwell, residing at 55 Perry Street, Unit 3, New York, NY 10014; (ii) Katherine C. Hartfield, residing at 210 Briarcliff Lane, Greenwich, CT 06830; and (iii) Olivia G. Caldwell, residing at 1240 North Dearborn Street, Apt. 807, Chicago, IL 60610, each with an annual withdrawal right of up to Five Thousand Dollars ($5,000) per calendar year with respect to contributions made to the Trust, in accordance with the provisions of Internal Revenue Code ("IRC") Section 2503(b) and the regulations promulgated thereunder; and

WHEREAS, Northgate Trust Company of Delaware desires to formally accept the appointment as Trustee of the Trust and to undertake all duties, obligations, and responsibilities set forth in the Trust Agreement and imposed by applicable law in connection with such appointment;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Northgate Trust Company of Delaware hereby accepts the appointment as Trustee of the Caldwell Family Insurance Trust upon the terms and conditions set forth below.

SECTION 1: ACCEPTANCE OF APPOINTMENT

1.1. Formal Acceptance. Northgate Trust Company of Delaware hereby formally accepts the appointment as Trustee of the Caldwell Family Insurance Trust, effective as of March 15, 2023 (the "Effective Date"). By executing this Acceptance of Trusteeship, Northgate agrees to serve as the sole Trustee of the Trust and to discharge all duties, responsibilities, and obligations imposed upon the Trustee by the Trust Agreement and by the laws of the State of Delaware, including, without limitation, Title 12 of the Delaware Code and the Delaware Trust Act.

1.2. Acknowledgment of Trust Agreement. Northgate acknowledges that it has received, reviewed, and examined the Trust Agreement in its entirety, including all schedules, exhibits, and attachments thereto. Northgate has had the opportunity to consult with its own legal counsel regarding the terms, provisions, and requirements of the Trust Agreement, and Northgate is fully familiar with the powers conferred upon the Trustee, the duties imposed upon the Trustee, the distribution standards applicable to the Trust, the identity of the Trust beneficiaries, and the administrative requirements set forth in the Trust Agreement.

1.3. Acknowledgment of Trust Property. Northgate acknowledges receipt of Schedule A to the Trust Agreement, which describes the initial trust property contributed to the Trust. As of the Effective Date, the initial trust property consists of (i) Beacon Life Assurance Company Policy No. BLA-2023-77419, a second-to-die universal life insurance policy with a face amount death benefit of Fifteen Million Dollars ($15,000,000), insuring the lives of Jonathan R. Caldwell and Eleanor V. Caldwell, and (ii) an initial cash contribution of Ten Dollars ($10.00) to the Trust by the Grantor.

1.4. Acknowledgment of Policy Assignment. Northgate acknowledges receipt of the Assignment of Life Insurance Policy (the "Assignment") executed by Jonathan R. Caldwell as assignor, transferring full ownership of Beacon Life Assurance Company Policy No. BLA-2023-77419 to Northgate Trust Company of Delaware, as Trustee of the Caldwell Family Insurance Trust, as assignee. Northgate confirms that it will promptly deliver the executed Assignment to Beacon Life Assurance Company, together with such additional documentation as Beacon Life may require, in order to effectuate the transfer of ownership and to have the Trust, through Northgate as Trustee, recorded as the sole owner and beneficiary of the Policy on the records of Beacon Life Assurance Company.

1.5. Authorized Signatory. This Acceptance of Trusteeship is executed on behalf of Northgate Trust Company of Delaware by Philip A. Rossiter, Senior Vice President, Trust Administration, who is duly authorized by the Board of Directors of Northgate Trust Company of Delaware to execute instruments of this nature and to bind Northgate in connection with the acceptance and administration of fiduciary appointments.

SECTION 2: ACKNOWLEDGMENT OF FIDUCIARY DUTIES

2.1. General Fiduciary Standard. Northgate acknowledges that, by accepting the appointment as Trustee, it assumes the full range of fiduciary duties imposed upon trustees under the Trust Agreement and under the laws of the State of Delaware. Northgate shall serve as Trustee in accordance with the terms of the Trust Agreement and all applicable laws, regulations, and judicial decisions, and shall at all times act in good faith and in the best interests of the Trust beneficiaries.

2.2. Duty of Prudence. Northgate shall exercise its duties with the care, skill, prudence, and diligence that a prudent trustee familiar with such matters would exercise under the circumstances then prevailing. In administering the Trust, Northgate shall consider the purposes of the Trust, the terms and distributional requirements of the Trust Agreement, and the interests of the Trust beneficiaries. Northgate shall act as a reasonably prudent institutional trustee would act in administering a trust of similar purpose and character.

2.3. Duty of Loyalty. Northgate acknowledges its duty of loyalty to the Trust beneficiaries. Northgate shall administer the Trust solely in the interests of the Trust beneficiaries and shall not engage in any transaction or course of dealing with respect to the Trust that places the interests of Northgate or any third party above the interests of the Trust beneficiaries. Northgate shall avoid conflicts of interest and shall promptly disclose to the Grantor (during his lifetime) and to the Trust beneficiaries any actual or potential conflict of interest that may arise in connection with its administration of the Trust.

2.4. Duty to Maintain Records. Northgate shall maintain complete, accurate, and contemporaneous records of all Trust transactions, receipts, disbursements, communications, premium payments, Crummey notices, policy correspondence, and other matters relating to the administration of the Trust. All such records shall be maintained at Northgate's principal offices in Wilmington, Delaware, and shall be made available for inspection by the Grantor (during his lifetime) and by the Trust beneficiaries upon reasonable request and at reasonable times.

2.5. Duty to Account. Northgate shall provide annual accountings to the Grantor (during his lifetime) and to each of the Crummey beneficiaries, as required by the Trust Agreement and by applicable Delaware law. Each annual accounting shall set forth in reasonable detail all receipts, disbursements, premium payments made, policy values, fees charged, Crummey notices issued, and such other information as may be required under the Trust Agreement or reasonably requested by the Grantor or the Trust beneficiaries. Annual accountings shall be delivered no later than ninety (90) days following the close of each calendar year during the term of the Trust.

2.6. Duty of Impartiality. To the extent that the Trust Agreement creates multiple classes of beneficiaries or establishes successive interests, Northgate shall administer the Trust with due regard for the respective interests of all beneficiaries and shall not favor one beneficiary or class of beneficiaries over another except as expressly directed by the terms of the Trust Agreement.

SECTION 3: ACKNOWLEDGMENT OF TRUST PROPERTY AND POLICY ADMINISTRATION

3.1. Ownership of the Policy. Northgate acknowledges its role as the legal owner of Beacon Life Assurance Company Policy No. BLA-2023-77419, in its capacity as Trustee of the Caldwell Family Insurance Trust. Northgate holds all ownership rights in and to the Policy, including the right to designate beneficiaries, the right to exercise policy options, the right to receive all correspondence, statements, and in-force illustrations from Beacon Life Assurance Company, and the right to file and prosecute claims for death benefit proceeds under the Policy, all in accordance with the terms of the Trust Agreement.

3.2. Policy Description. The Policy is more particularly described as follows:

3.3. Premium Administration. Northgate shall maintain the Policy in force by timely applying premium payments received from the Grantor (or from other sources, as the case may be) to Beacon Life Assurance Company. Northgate shall monitor premium due dates and shall promptly notify the Grantor or the Grantor's designated advisors of upcoming premium obligations in advance of each premium due date. Upon receipt of premium contributions from the Grantor, Northgate shall remit premium payments to Beacon Life Assurance Company in a timely manner and shall retain copies of all remittance records and confirmation receipts as part of the Trust records.

3.4. Policy Performance Monitoring. Northgate shall monitor the Policy's performance on an ongoing basis. No less frequently than annually, Northgate shall request current in-force illustrations from Beacon Life Assurance Company reflecting the Policy's account value, cost of insurance charges, projected future premiums, projected death benefit, and such other information as may be relevant to assessing the Policy's continued viability and performance. Northgate shall provide copies of such in-force illustrations to the Grantor (during his lifetime) and, upon request, to the Crummey beneficiaries or their representatives.

3.5. Communication with Beacon Life. Northgate shall serve as the primary point of contact with Beacon Life Assurance Company with respect to all matters concerning the Policy, including changes to the Policy's death benefit option, cost of insurance adjustments, account value inquiries, address changes, and any other administrative matters. Northgate shall promptly forward to the Grantor or the Grantor's designated advisors any correspondence received from Beacon Life Assurance Company that may require action, attention, or decision.

3.6. Death Benefit Claim Administration. Upon the death of the surviving insured (the second of Jonathan R. Caldwell and Eleanor V. Caldwell to die), Northgate shall promptly file a claim for the death benefit proceeds with Beacon Life Assurance Company. Northgate shall submit all required documentation, including certified death certificates, claim forms, and such other instruments as Beacon Life may reasonably require to process and pay the death benefit claim. Upon receipt of the death benefit proceeds, Northgate shall administer the distribution of such proceeds in accordance with the distribution provisions of the Trust Agreement, subject to any applicable tax withholding or reporting requirements.

3.7. Interim Events. In the event of the death of the first insured (prior to the death of the surviving insured), Northgate shall promptly notify Beacon Life Assurance Company and shall take such steps as may be required under the Policy or the Trust Agreement in connection with the first death. Northgate shall continue to administer the Policy and the Trust in accordance with the terms of the Trust Agreement following the death of the first insured.

SECTION 4: CRUMMEY WITHDRAWAL NOTICE OBLIGATIONS

4.1. Obligation to Issue Crummey Notices. Northgate acknowledges that the Trust Agreement requires annual Crummey withdrawal notices (the "Crummey Notices") to be sent to each of the three Crummey beneficiaries named in the Trust Agreement promptly upon receipt of each premium contribution from the Grantor. The proper and timely issuance of Crummey Notices is essential to the qualification of each annual contribution for the federal gift tax annual exclusion under IRC Section 2503(b), and Northgate acknowledges the critical importance of strict compliance with the Crummey notice requirements.

4.2. Identity and Addresses of Crummey Beneficiaries. As of the Effective Date, the Crummey beneficiaries and their respective addresses for notice purposes are as follows:

(a) Thomas R. Caldwell 55 Perry Street, Unit 3 New York, NY 10014

(b) Katherine C. Hartfield 210 Briarcliff Lane Greenwich, CT 06830

Northgate shall maintain current address records for each Crummey beneficiary and shall promptly update such records upon notification of any change of address by any Crummey beneficiary.

4.3. Withdrawal Right Amount. Each Crummey beneficiary has a withdrawal right of up to Five Thousand Dollars ($5,000) per calendar year with respect to contributions made to the Trust by the Grantor, in accordance with the provisions of IRC Section 2503(b) and as set forth in the Trust Agreement. The withdrawal right is exercisable within thirty (30) calendar days following the Crummey beneficiary's receipt of the Crummey Notice (the "Withdrawal Period"). If a Crummey beneficiary does not exercise the withdrawal right within the Withdrawal Period, the withdrawal right shall lapse in accordance with the terms of the Trust Agreement.

4.4. Timing of Crummey Notices. Northgate shall send Crummey Notices by first-class United States mail, postage prepaid (or by such other method as may be permitted under the Trust Agreement, including by email or other electronic transmission if authorized in writing by the Crummey beneficiary), within a reasonable time following each contribution by the Grantor to the Trust, and in no event later than five (5) business days after Northgate's receipt of the premium contribution from the Grantor. Each Crummey Notice shall contain all information required by the Trust Agreement, including (i) the date and amount of the contribution, (ii) the amount of the beneficiary's withdrawal right, (iii) the Withdrawal Period during which the withdrawal right may be exercised, and (iv) the procedure for exercising the withdrawal right.

4.5. Form of Crummey Notice. Crummey Notices shall be issued substantially in the form of the template Crummey Withdrawal Notice attached to the Trust Agreement and referenced in Section 10.5 hereof, subject to such modifications as may be required by applicable law or recommended by the Grantor's legal counsel.

4.6. Record Retention. Northgate shall retain copies of all Crummey Notices sent to each Crummey beneficiary, together with proof of mailing (such as certificates of mailing, certified mail receipts, or other satisfactory evidence of delivery), as part of the permanent Trust records. Such records shall be maintained for so long as the Trust remains in existence and for a period of not less than seven (7) years following the termination of the Trust or the final distribution of all Trust assets, whichever is later.

4.7. Gift Tax Exclusion Coordination. Northgate acknowledges its responsibility to track and coordinate the annual gift tax exclusion treatment of the Grantor's premium contributions. For the 2023 calendar year, the federal gift tax annual exclusion amount is Seventeen Thousand Dollars ($17,000) per donee. Based on the current structure of the Trust, with three (3) Crummey beneficiaries, the maximum aggregate amount that may qualify for the annual exclusion in any calendar year is Fifty-One Thousand Dollars ($51,000) (i.e., $17,000 per beneficiary × 3 beneficiaries). Given that the annual premium on the Policy is One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500), the balance of the annual premium contribution not covered by the aggregate annual exclusion amounts — One Hundred Thirty-Six Thousand Five Hundred Dollars ($136,500) (i.e., $187,500 – $51,000) — will constitute a taxable gift and will use a portion of the Grantor's remaining federal lifetime gift tax exemption under IRC Section 2505. Northgate shall provide annual reports to the Grantor's tax advisors at Strathmore Corporation & Greaves LLP regarding the amounts contributed, the amounts covered by annual exclusions, and the amounts constituting taxable gifts requiring the filing of a federal gift tax return (IRS Form 709).

4.8. Importance of Timely Crummey Notice Administration. Northgate acknowledges that the proper and timely administration of Crummey Notices is essential to preserve the annual exclusion treatment of the Grantor's premium contributions under IRC Section 2503(b). Failure to provide timely Crummey Notices could jeopardize the gift tax treatment of contributions to the Trust, potentially resulting in the entire contribution being treated as a taxable gift without the benefit of the annual exclusion, and could expose the Grantor to increased gift tax liability or accelerated use of the Grantor's lifetime exemption. Northgate accepts responsibility for strict compliance with the Crummey notice obligations set forth in the Trust Agreement and herein.

SECTION 5: COORDINATION WITH ADVISORS

5.1. Advisor Coordination Generally. Northgate acknowledges that the proper administration of the Trust requires coordination with various professional advisors retained by the Grantor. Northgate shall cooperate with such advisors and shall communicate with them as necessary to ensure that all aspects of the Trust's administration — including premium payments, Crummey notice compliance, gift tax reporting, policy monitoring, and death benefit claim processing — are handled in a timely and efficient manner.

5.2. Designated Advisors. As of the Effective Date, the Grantor's designated professional advisors with whom Northgate shall coordinate are as follows:

(a) Legal Counsel to the Grantor: Calderwood & Harkness LLP

Attn: Victoria Chambers, Partner (Responsible Attorney)

Monica Reyes, Associate (Lead Associate) 375 Park Avenue, 42nd Floor New York, NY 10152

(b) Tax Advisors to the Grantor: Strathmore Corporation & Greaves LLP

Attn: Martin J. Prescott, CPA

600 Third Avenue, 28th Floor New York, NY 10016

Attn: Nathan C. Freed, Senior Vice President

44 Wall Street, Suite 1200 New York, NY 10005

(d) Policy Issuer: Beacon Life Assurance Company 100 Constitution Plaza Hartford, CT 06103

(e) Financial Advisor to the Grantor: Havensbrook Wealth Advisors LLC

Attn: Diana R. Linden, CFP®

900 Third Avenue, 18th Floor New York, NY 10022

5.3. Scope of Coordination. Northgate shall coordinate with the above-designated advisors in connection with, among other things: (i) the annual premium payment process and the related Crummey notice cycle; (ii) the preparation and filing of the Grantor's federal gift tax returns (IRS Form 709) as they relate to contributions to the Trust; (iii) the monitoring and evaluation of Policy performance, including the review of annual in-force illustrations; (iv) the review and, if necessary, modification of the Trust's insurance coverage in light of changes in the Grantor's estate planning objectives; (v) the processing of death benefit claims upon the death of the surviving insured; and (vi) any other matters reasonably related to the administration of the Trust.

5.4. Reliance on Advisors. Northgate may rely in good faith on direction, information, and advice provided by the Grantor's designated advisors in performing its administrative duties under the Trust Agreement, provided that such reliance shall not relieve Northgate of its independent fiduciary obligations. Northgate shall exercise its own independent judgment on all matters requiring the exercise of fiduciary discretion, and shall not delegate fiduciary decision-making to any advisor or other party unless expressly authorized to do so under the Trust Agreement or applicable law.

5.5. Changes to Designated Advisors. The Grantor may change or supplement the list of designated advisors at any time by written notice to Northgate. Northgate shall maintain current contact information for all designated advisors and shall update its records promptly upon receipt of any change notification.

SECTION 6: FEE SCHEDULE

6.1. Annual Administrative Fee. Northgate's annual trustee fee for the administration of the Caldwell Family Insurance Trust shall be a flat annual fee of Seven Thousand Five Hundred Dollars ($7,500) per annum during the premium-paying period (the "Annual Administrative Fee"). The Annual Administrative Fee covers the following services: (i) trust administration, including receipt and processing of premium contributions; (ii) issuance of Crummey withdrawal notices to all Crummey beneficiaries; (iii) record-keeping and maintenance of Trust records; (iv) preparation and delivery of annual accountings to the Grantor and the Trust beneficiaries; (v) monitoring of Policy performance and requesting in-force illustrations; (vi) routine correspondence and communication with the Grantor, the Trust beneficiaries, and the Grantor's designated advisors; and (vii) such other routine administrative services as may be required under the Trust Agreement.

6.2. Premium Processing Fee. There shall be no additional fee charged by Northgate for receiving premium contributions from the Grantor and remitting premium payments to Beacon Life Assurance Company. The receipt, processing, and remittance of premium payments is included within the scope of the Annual Administrative Fee.

6.3. Death Benefit Administration Fee. Upon the death of the surviving insured and the collection of the death benefit proceeds under Beacon Life Assurance Company Policy No. BLA-2023-77419, Northgate shall be entitled to a one-time distribution administration fee equal to twenty-five basis points (0.25%) of the total death benefit proceeds actually collected by Northgate (the "Death Benefit Administration Fee"). Based on the current Policy death benefit of Fifteen Million Dollars ($15,000,000), the Death Benefit Administration Fee would be Thirty-Seven Thousand Five Hundred Dollars ($37,500), subject to adjustment if the actual death benefit proceeds collected differ from the current face amount. The Death Benefit Administration Fee covers the filing and prosecution of the death benefit claim, coordination with Beacon Life Assurance Company, receipt and deposit of proceeds, and distribution of proceeds to the Trust beneficiaries in accordance with the Trust Agreement.

6.4. Extraordinary Services. In the event that extraordinary services are required in connection with the administration of the Trust — including, without limitation, participation in litigation or dispute resolution, defense of the Trust against claims by third parties, response to tax audits or controversies, administration of Policy changes or exchanges, resolution of beneficiary disputes, or any other matters beyond the scope of routine trust administration — Northgate shall be entitled to charge for such extraordinary services at its then-standard hourly rates. As of the Effective Date, Northgate's standard hourly rates for extraordinary services are as follows:

Northgate shall provide prior written notice to the Grantor (during his lifetime) or to the Trust beneficiaries (following the Grantor's death) before incurring fees for extraordinary services, except in circumstances where immediate action is required to protect the Trust or the interests of the Trust beneficiaries.

6.5. Fee Adjustments. The Annual Administrative Fee, the Death Benefit Administration Fee, and the hourly rates for extraordinary services are subject to periodic review and adjustment by Northgate. Northgate shall provide no less than sixty (60) days' prior written notice of any fee adjustment to the Grantor (during his lifetime) and, following the Grantor's death, to the Trust beneficiaries. Any fee adjustment shall be effective only prospectively and shall not apply to fees already earned or accrued.

6.6. Payment of Fees. During the Grantor's lifetime, fees payable to Northgate may be paid from Trust assets or directly by the Grantor, at the Grantor's election. If the Grantor elects to pay fees from Trust assets, Northgate is authorized to deduct its fees from the Trust's cash holdings or from other liquid Trust assets. Following the Grantor's death, all fees shall be paid from Trust assets unless otherwise directed by the Trust Agreement or by the Trust beneficiaries acting unanimously. Northgate shall provide itemized fee invoices to the Grantor (or, following the Grantor's death, to the Trust beneficiaries) on an annual basis or at such other intervals as may be agreed.

SECTION 7: RESIGNATION AND REMOVAL

7.1. Resignation by Northgate. Northgate may resign as Trustee of the Trust upon sixty (60) days' prior written notice delivered to the Grantor (during the Grantor's lifetime) and to each of the Crummey beneficiaries. Such resignation shall not be effective until a successor trustee has been appointed in accordance with the provisions of the Trust Agreement and such successor trustee has accepted the appointment and assumed the duties and obligations of the Trustee. Northgate shall not abandon the Trust or cease to perform its fiduciary duties pending the appointment and qualification of a successor trustee.

7.2. Removal of Northgate. The Grantor (during his lifetime) or the trust protector (if any has been designated under the Trust Agreement) may remove Northgate as Trustee upon thirty (30) days' prior written notice to Northgate, with or without cause. Such removal shall not be effective until a successor trustee has been appointed in accordance with the provisions of the Trust Agreement and such successor trustee has accepted the appointment and assumed the duties and obligations of the Trustee. In the event that no trust protector has been designated under the Trust Agreement, or the trust protector is unable or unwilling to act following the Grantor's death, the removal provisions of the Trust Agreement and applicable Delaware law shall govern.

7.3. Transition Cooperation. Upon any resignation or removal, Northgate shall cooperate fully and in good faith with the Grantor, the Trust beneficiaries, and the successor trustee in transitioning all aspects of Trust administration to the successor trustee. Without limiting the foregoing, Northgate shall: (i) transfer the Policy and all incidents of ownership therein to the successor trustee, including executing such documents as Beacon Life Assurance Company may require to effectuate the change of ownership; (ii) deliver to the successor trustee all Trust records, files, correspondence, premium payment records, Crummey notice records, in-force illustrations, and other documents in Northgate's possession relating to the Trust; (iii) transfer all Trust cash and other assets to the successor trustee; and (iv) provide such information and assistance as the successor trustee may reasonably request to facilitate a smooth transition. Northgate shall complete all transition activities within thirty (30) days following the effective date of its resignation or removal, or within such other period as may be reasonably agreed by the parties.

7.4. Compensation Through Transition. Northgate shall be entitled to receive its pro rata Annual Administrative Fee through the effective date of its resignation or removal, as well as reimbursement for any reasonable out-of-pocket expenses incurred in connection with the transition of Trust administration to a successor trustee.

SECTION 8: REPRESENTATIONS AND WARRANTIES

8.1. Organization and Existence. Northgate represents and warrants that it is a trust company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and that it is authorized by its charter, bylaws, and applicable regulatory authorities to engage in the trust and fiduciary business in the State of Delaware.

8.2. Authority to Accept Trusts. Northgate represents and warrants that it is duly authorized to accept and administer trusts, including irrevocable life insurance trusts, under the laws of the State of Delaware and the regulations of the Delaware State Bank Commissioner (or successor regulatory authority). Northgate maintains all licenses, permits, and authorizations required to conduct its trust and fiduciary business in the State of Delaware.

8.3. No Conflicts. Northgate represents and warrants that its acceptance of the appointment as Trustee of the Trust does not conflict with, violate, or result in a breach of any law, regulation, rule, order, judgment, or decree applicable to Northgate, or any provision of Northgate's charter, bylaws, or organizational documents, or any agreement, contract, or obligation by which Northgate is bound.

8.4. Adequate Systems and Personnel. Northgate represents and warrants that it has adequate systems, procedures, technology, and qualified personnel to discharge its Crummey notice obligations, policy administration duties, record-keeping requirements, and fiduciary responsibilities under the Trust Agreement. Northgate maintains appropriate internal controls and compliance procedures to ensure the accurate and timely performance of its duties as Trustee.

8.5. Authorization of Signatory. Northgate represents and warrants that Philip A. Rossiter, Senior Vice President, Trust Administration, is duly authorized by the Board of Directors of Northgate Trust Company of Delaware to execute this Acceptance of Trusteeship and to bind Northgate in connection with the acceptance of the Trustee appointment and the performance of the duties and obligations set forth herein and in the Trust Agreement.

8.6. Insurance and Bonding. Northgate represents and warrants that it maintains errors and omissions insurance coverage and fidelity bond coverage in amounts customary for institutional trustees of its size and scope, and that such coverage is sufficient to protect the Trust and its beneficiaries against losses resulting from the negligence, errors, or dishonesty of Northgate or its employees in connection with the administration of the Trust.

SECTION 9: GOVERNING LAW

9.1. Governing Law. This Acceptance of Trusteeship shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of law, consistent with the governing law provisions of the Trust Agreement.

9.2. Trust Situs. The situs of the Trust is the State of Delaware. All questions concerning the validity, construction, administration, and interpretation of the Trust Agreement and this Acceptance of Trusteeship shall be determined in accordance with the laws of the State of Delaware, including the Delaware Trust Act (Title 12, Chapter 35 of the Delaware Code) and any amendments thereto.

9.3. Jurisdiction. Any disputes arising out of or in connection with this Acceptance of Trusteeship or the administration of the Trust shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or if such court lacks jurisdiction, the United States District Court for the District of Delaware.

SECTION 10: NOTICES

10.1. Notices to Northgate. All notices, requests, demands, consents, and other communications required or permitted to be given to Northgate under this Acceptance of Trusteeship or the Trust Agreement shall be in writing and shall be delivered personally, sent by certified or registered United States mail (postage prepaid, return receipt requested), or sent by nationally recognized overnight courier, addressed as follows:

Northgate Trust Company of Delaware

Attn: Philip A. Rossiter, SVP, Trust Administration

1201 North Market Street, Suite 1600 Wilmington, DE 19801

10.2. Notices to the Grantor. All notices, requests, demands, consents, and other communications required or permitted to be given to the Grantor under this Acceptance of Trusteeship or the Trust Agreement shall be in writing and shall be delivered personally, sent by certified or registered United States mail (postage prepaid, return receipt requested), or sent by nationally recognized overnight courier, addressed as follows:

Jonathan R. Caldwell 418 East 72nd Street, Apt. 14A New York, NY 10021

10.3. Copies to Legal Counsel. A copy of all notices sent to the Grantor shall also be sent to:

Calderwood & Harkness LLP

Attn: Victoria Chambers

375 Park Avenue, 42nd Floor New York, NY 10152

10.4. Effectiveness of Notices. Notices shall be deemed given and effective: (i) if delivered personally, upon delivery; (ii) if sent by certified or registered United States mail, upon the earlier of actual receipt or three (3) business days after deposit in the United States mail; and (iii) if sent by nationally recognized overnight courier, upon the next business day following deposit with such courier. Either party may change its address for notice purposes by giving written notice of such change to the other party in accordance with this Section 10.

10.5. Attachments and Exhibits. The following documents are referenced herein and are incorporated by reference:

(a) Schedule A to the Trust Agreement — describing the initial trust property, consisting of Beacon Life Assurance Company Policy No. BLA-2023-77419 (death benefit: $15,000,000; annual premium: $187,500; insured lives: Jonathan R. Caldwell and Eleanor V. Caldwell);

(b) Assignment of Life Insurance Policy — executed by Jonathan R. Caldwell, assigning ownership of Beacon Life Assurance Company Policy No. BLA-2023-77419 to Northgate Trust Company of Delaware, as Trustee of the Caldwell Family Insurance Trust, executed concurrently herewith; and

(c) Form of Crummey Withdrawal Notice — the template notice attached to the Trust Agreement, to be used by Northgate in issuing annual Crummey withdrawal notices to the Crummey beneficiaries.

SIGNATURE PAGE

IN WITNESS WHEREOF, Northgate Trust Company of Delaware has caused this Acceptance of Trusteeship to be executed by its duly authorized officer as of the date first written above.

NORTHGATE TRUST COMPANY OF DELAWARE

By: ________

Name: Philip A. Rossiter

Title: Senior Vice President, Trust Administration

Date: March 15, 2023

ACKNOWLEDGMENT AND RECEIPT BY GRANTOR

The undersigned, Jonathan R. Caldwell, as Grantor of the Caldwell Family Insurance Trust, hereby acknowledges receipt of this Acceptance of Trusteeship executed by Northgate Trust Company of Delaware, including the fee schedule set forth in Section 6 hereof. The Grantor confirms that the terms of this Acceptance are consistent with the provisions of the Trust Agreement and the Grantor's understanding of the arrangements between the Grantor and Northgate Trust Company of Delaware with respect to the administration of the Trust.

GRANTOR:

________________________________________

Jonathan R. Caldwell

Date: March 15, 2023

EXHIBITS AND ATTACHMENTS REFERENCED HEREIN

The following documents are attached to or referenced in this Acceptance of Trusteeship and are incorporated herein by reference:

1. Schedule A to the Trust Agreement — Description of initial trust property: Beacon Life Assurance Company Policy No. BLA-2023-77419; second-to-die universal life insurance policy; death benefit: $15,000,000; annual premium: $187,500; insured lives: Jonathan R. Caldwell (DOB: March 14, 1956) and Eleanor V. Caldwell (DOB: September 22, 1958).

2. Assignment of Life Insurance Policy — Executed by Jonathan R. Caldwell, as Assignor, in favor of Northgate Trust Company of Delaware, as Trustee of the Caldwell Family Insurance Trust, as Assignee, transferring all ownership rights in Beacon Life Assurance Company Policy No. BLA-2023-77419. Executed concurrently with the Trust Agreement and this Acceptance of Trusteeship.

3. Form of Crummey Withdrawal Notice — Template notice attached to the Trust Agreement as an exhibit, to be utilized by Northgate Trust Company of Delaware in issuing annual Crummey withdrawal notices to Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell upon receipt of premium contributions from the Grantor.

Policy Detail	Description
Issuing Company	Beacon Life Assurance Company
Company Domicile	State of Connecticut
Company Address	100 Constitution Plaza, Hartford, CT 06103
Policy Number	BLA-2023-77419
Policy Type	Second-to-die (survivorship) universal life
Death Benefit	$15,000,000
Insured Life No. 1	Jonathan R. Caldwell (DOB: March 14, 1956)
Insured Life No. 2	Eleanor V. Caldwell (DOB: September 22, 1958)
Annual Premium	$187,500
Owner	Northgate Trust Company of Delaware, as Trustee
Beneficiary	Caldwell Family Insurance Trust
Personnel Category	Hourly Rate
Senior Vice President / Senior Trust Officer	$475 per hour
Vice President / Trust Officer	$375 per hour
Trust Administrator / Paralegal	$225 per hour

ACCEPTANCE OF TRUSTEESHIP
CALDWELL FAMILY INSURANCE TRUST
March 15, 2023
Trust Agreement Reference: Caldwell Family Insurance Trust, established March 15, 2023 (the "Trust Agreement")
Grantor: Jonathan R. Caldwell, an individual residing at 418 East 72nd Street, Apt. 14A, New York, NY 10021
Accepting Trustee: Northgate Trust Company of Delaware, a trust company duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1201 North Market Street, Suite 1600, Wilmington, DE 19801
RECITALS
WHEREAS, the Grantor, Jonathan R. Caldwell, established the Caldwell Family Insurance Trust (the "Trust" or the "ILIT") pursuant to a Trust Agreement dated March 15, 2023, which Trust Agreement is governed by the laws of the State of Delaware and has its situs in the State of Delaware; and
WHEREAS, the Trust Agreement designates Northgate Trust Company of Delaware ("Northgate" or the "Trustee") as the sole Trustee of the Trust, vested with the powers, duties, and responsibilities set forth therein; and
WHEREAS, the Trust was established as an irrevocable life insurance trust for the primary purpose of holding, maintaining, and administering one or more life insurance policies for the benefit of the Trust beneficiaries, and the primary trust asset is a second-to-die universal life insurance policy issued by Beacon Life Assurance Company, a Connecticut domiciled insurance company with its principal offices at 100 Constitution Plaza, Hartford, CT 06103, bearing Policy No. BLA-2023-77419, with a face amount death benefit of Fifteen Million Dollars ($15,000,000), insuring the joint lives of Jonathan R. Caldwell (date of birth: March 14, 1956) and Eleanor V. Caldwell (date of birth: September 22, 1958) on a survivorship (second-to-die) basis (the "Policy"); and
WHEREAS, the annual premium payable on the Policy is One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500), which premium is expected to be funded through annual contributions from the Grantor to the Trust; and
WHEREAS, the Trust Agreement names three Crummey beneficiaries, each of whom holds a present withdrawal right with respect to contributions made to the Trust, as follows: (i) Thomas R. Caldwell, residing at 55 Perry Street, Unit 3, New York, NY 10014; (ii) Katherine C. Hartfield, residing at 210 Briarcliff Lane, Greenwich, CT 06830; and (iii) Olivia G. Caldwell, residing at 1240 North Dearborn Street, Apt. 807, Chicago, IL 60610, each with an annual withdrawal right of up to Five Thousand Dollars ($5,000) per calendar year with respect to contributions made to the Trust, in accordance with the provisions of Internal Revenue Code ("IRC") Section 2503(b) and the regulations promulgated thereunder; and
WHEREAS, Northgate Trust Company of Delaware desires to formally accept the appointment as Trustee of the Trust and to undertake all duties, obligations, and responsibilities set forth in the Trust Agreement and imposed by applicable law in connection with such appointment;
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Northgate Trust Company of Delaware hereby accepts the appointment as Trustee of the Caldwell Family Insurance Trust upon the terms and conditions set forth below.
SECTION 1: ACCEPTANCE OF APPOINTMENT
1.1. Formal Acceptance. Northgate Trust Company of Delaware hereby formally accepts the appointment as Trustee of the Caldwell Family Insurance Trust, effective as of March 15, 2023 (the "Effective Date"). By executing this Acceptance of Trusteeship, Northgate agrees to serve as the sole Trustee of the Trust and to discharge all duties, responsibilities, and obligations imposed upon the Trustee by the Trust Agreement and by the laws of the State of Delaware, including, without limitation, Title 12 of the Delaware Code and the Delaware Trust Act.
1.2. Acknowledgment of Trust Agreement. Northgate acknowledges that it has received, reviewed, and examined the Trust Agreement in its entirety, including all schedules, exhibits, and attachments thereto. Northgate has had the opportunity to consult with its own legal counsel regarding the terms, provisions, and requirements of the Trust Agreement, and Northgate is fully familiar with the powers conferred upon the Trustee, the duties imposed upon the Trustee, the distribution standards applicable to the Trust, the identity of the Trust beneficiaries, and the administrative requirements set forth in the Trust Agreement.
1.3. Acknowledgment of Trust Property. Northgate acknowledges receipt of Schedule A to the Trust Agreement, which describes the initial trust property contributed to the Trust. As of the Effective Date, the initial trust property consists of (i) Beacon Life Assurance Company Policy No. BLA-2023-77419, a second-to-die universal life insurance policy with a face amount death benefit of Fifteen Million Dollars ($15,000,000), insuring the lives of Jonathan R. Caldwell and Eleanor V. Caldwell, and (ii) an initial cash contribution of Ten Dollars ($10.00) to the Trust by the Grantor.
1.4. Acknowledgment of Policy Assignment. Northgate acknowledges receipt of the Assignment of Life Insurance Policy (the "Assignment") executed by Jonathan R. Caldwell as assignor, transferring full ownership of Beacon Life Assurance Company Policy No. BLA-2023-77419 to Northgate Trust Company of Delaware, as Trustee of the Caldwell Family Insurance Trust, as assignee. Northgate confirms that it will promptly deliver the executed Assignment to Beacon Life Assurance Company, together with such additional documentation as Beacon Life may require, in order to effectuate the transfer of ownership and to have the Trust, through Northgate as Trustee, recorded as the sole owner and beneficiary of the Policy on the records of Beacon Life Assurance Company.
1.5. Authorized Signatory. This Acceptance of Trusteeship is executed on behalf of Northgate Trust Company of Delaware by Philip A. Rossiter, Senior Vice President, Trust Administration, who is duly authorized by the Board of Directors of Northgate Trust Company of Delaware to execute instruments of this nature and to bind Northgate in connection with the acceptance and administration of fiduciary appointments.
SECTION 2: ACKNOWLEDGMENT OF FIDUCIARY DUTIES
2.1. General Fiduciary Standard. Northgate acknowledges that, by accepting the appointment as Trustee, it assumes the full range of fiduciary duties imposed upon trustees under the Trust Agreement and under the laws of the State of Delaware. Northgate shall serve as Trustee in accordance with the terms of the Trust Agreement and all applicable laws, regulations, and judicial decisions, and shall at all times act in good faith and in the best interests of the Trust beneficiaries.
2.2. Duty of Prudence. Northgate shall exercise its duties with the care, skill, prudence, and diligence that a prudent trustee familiar with such matters would exercise under the circumstances then prevailing. In administering the Trust, Northgate shall consider the purposes of the Trust, the terms and distributional requirements of the Trust Agreement, and the interests of the Trust beneficiaries. Northgate shall act as a reasonably prudent institutional trustee would act in administering a trust of similar purpose and character.
2.3. Duty of Loyalty. Northgate acknowledges its duty of loyalty to the Trust beneficiaries. Northgate shall administer the Trust solely in the interests of the Trust beneficiaries and shall not engage in any transaction or course of dealing with respect to the Trust that places the interests of Northgate or any third party above the interests of the Trust beneficiaries. Northgate shall avoid conflicts of interest and shall promptly disclose to the Grantor (during his lifetime) and to the Trust beneficiaries any actual or potential conflict of interest that may arise in connection with its administration of the Trust.
2.4. Duty to Maintain Records. Northgate shall maintain complete, accurate, and contemporaneous records of all Trust transactions, receipts, disbursements, communications, premium payments, Crummey notices, policy correspondence, and other matters relating to the administration of the Trust. All such records shall be maintained at Northgate's principal offices in Wilmington, Delaware, and shall be made available for inspection by the Grantor (during his lifetime) and by the Trust beneficiaries upon reasonable request and at reasonable times.
2.5. Duty to Account. Northgate shall provide annual accountings to the Grantor (during his lifetime) and to each of the Crummey beneficiaries, as required by the Trust Agreement and by applicable Delaware law. Each annual accounting shall set forth in reasonable detail all receipts, disbursements, premium payments made, policy values, fees charged, Crummey notices issued, and such other information as may be required under the Trust Agreement or reasonably requested by the Grantor or the Trust beneficiaries. Annual accountings shall be delivered no later than ninety (90) days following the close of each calendar year during the term of the Trust.
2.6. Duty of Impartiality. To the extent that the Trust Agreement creates multiple classes of beneficiaries or establishes successive interests, Northgate shall administer the Trust with due regard for the respective interests of all beneficiaries and shall not favor one beneficiary or class of beneficiaries over another except as expressly directed by the terms of the Trust Agreement.
SECTION 3: ACKNOWLEDGMENT OF TRUST PROPERTY AND POLICY ADMINISTRATION
3.1. Ownership of the Policy. Northgate acknowledges its role as the legal owner of Beacon Life Assurance Company Policy No. BLA-2023-77419, in its capacity as Trustee of the Caldwell Family Insurance Trust. Northgate holds all ownership rights in and to the Policy, including the right to designate beneficiaries, the right to exercise policy options, the right to receive all correspondence, statements, and in-force illustrations from Beacon Life Assurance Company, and the right to file and prosecute claims for death benefit proceeds under the Policy, all in accordance with the terms of the Trust Agreement.
3.2. Policy Description. The Policy is more particularly described as follows:
3.3. Premium Administration. Northgate shall maintain the Policy in force by timely applying premium payments received from the Grantor (or from other sources, as the case may be) to Beacon Life Assurance Company. Northgate shall monitor premium due dates and shall promptly notify the Grantor or the Grantor's designated advisors of upcoming premium obligations in advance of each premium due date. Upon receipt of premium contributions from the Grantor, Northgate shall remit premium payments to Beacon Life Assurance Company in a timely manner and shall retain copies of all remittance records and confirmation receipts as part of the Trust records.
3.4. Policy Performance Monitoring. Northgate shall monitor the Policy's performance on an ongoing basis. No less frequently than annually, Northgate shall request current in-force illustrations from Beacon Life Assurance Company reflecting the Policy's account value, cost of insurance charges, projected future premiums, projected death benefit, and such other information as may be relevant to assessing the Policy's continued viability and performance. Northgate shall provide copies of such in-force illustrations to the Grantor (during his lifetime) and, upon request, to the Crummey beneficiaries or their representatives.
3.5. Communication with Beacon Life. Northgate shall serve as the primary point of contact with Beacon Life Assurance Company with respect to all matters concerning the Policy, including changes to the Policy's death benefit option, cost of insurance adjustments, account value inquiries, address changes, and any other administrative matters. Northgate shall promptly forward to the Grantor or the Grantor's designated advisors any correspondence received from Beacon Life Assurance Company that may require action, attention, or decision.
3.6. Death Benefit Claim Administration. Upon the death of the surviving insured (the second of Jonathan R. Caldwell and Eleanor V. Caldwell to die), Northgate shall promptly file a claim for the death benefit proceeds with Beacon Life Assurance Company. Northgate shall submit all required documentation, including certified death certificates, claim forms, and such other instruments as Beacon Life may reasonably require to process and pay the death benefit claim. Upon receipt of the death benefit proceeds, Northgate shall administer the distribution of such proceeds in accordance with the distribution provisions of the Trust Agreement, subject to any applicable tax withholding or reporting requirements.
3.7. Interim Events. In the event of the death of the first insured (prior to the death of the surviving insured), Northgate shall promptly notify Beacon Life Assurance Company and shall take such steps as may be required under the Policy or the Trust Agreement in connection with the first death. Northgate shall continue to administer the Policy and the Trust in accordance with the terms of the Trust Agreement following the death of the first insured.
SECTION 4: CRUMMEY WITHDRAWAL NOTICE OBLIGATIONS
4.1. Obligation to Issue Crummey Notices. Northgate acknowledges that the Trust Agreement requires annual Crummey withdrawal notices (the "Crummey Notices") to be sent to each of the three Crummey beneficiaries named in the Trust Agreement promptly upon receipt of each premium contribution from the Grantor. The proper and timely issuance of Crummey Notices is essential to the qualification of each annual contribution for the federal gift tax annual exclusion under IRC Section 2503(b), and Northgate acknowledges the critical importance of strict compliance with the Crummey notice requirements.
4.2. Identity and Addresses of Crummey Beneficiaries. As of the Effective Date, the Crummey beneficiaries and their respective addresses for notice purposes are as follows:
(a) Thomas R. Caldwell 55 Perry Street, Unit 3 New York, NY 10014
(b) Katherine C. Hartfield 210 Briarcliff Lane Greenwich, CT 06830
(c) Olivia G. Caldwell 1240 North Dearborn Street, Apt. 807 Chicago, IL 60610
Northgate shall maintain current address records for each Crummey beneficiary and shall promptly update such records upon notification of any change of address by any Crummey beneficiary.
4.3. Withdrawal Right Amount. Each Crummey beneficiary has a withdrawal right of up to Five Thousand Dollars ($5,000) per calendar year with respect to contributions made to the Trust by the Grantor, in accordance with the provisions of IRC Section 2503(b) and as set forth in the Trust Agreement. The withdrawal right is exercisable within thirty (30) calendar days following the Crummey beneficiary's receipt of the Crummey Notice (the "Withdrawal Period"). If a Crummey beneficiary does not exercise the withdrawal right within the Withdrawal Period, the withdrawal right shall lapse in accordance with the terms of the Trust Agreement.
4.4. Timing of Crummey Notices. Northgate shall send Crummey Notices by first-class United States mail, postage prepaid (or by such other method as may be permitted under the Trust Agreement, including by email or other electronic transmission if authorized in writing by the Crummey beneficiary), within a reasonable time following each contribution by the Grantor to the Trust, and in no event later than five (5) business days after Northgate's receipt of the premium contribution from the Grantor. Each Crummey Notice shall contain all information required by the Trust Agreement, including (i) the date and amount of the contribution, (ii) the amount of the beneficiary's withdrawal right, (iii) the Withdrawal Period during which the withdrawal right may be exercised, and (iv) the procedure for exercising the withdrawal right.
4.5. Form of Crummey Notice. Crummey Notices shall be issued substantially in the form of the template Crummey Withdrawal Notice attached to the Trust Agreement and referenced in Section 10.5 hereof, subject to such modifications as may be required by applicable law or recommended by the Grantor's legal counsel.
4.6. Record Retention. Northgate shall retain copies of all Crummey Notices sent to each Crummey beneficiary, together with proof of mailing (such as certificates of mailing, certified mail receipts, or other satisfactory evidence of delivery), as part of the permanent Trust records. Such records shall be maintained for so long as the Trust remains in existence and for a period of not less than seven (7) years following the termination of the Trust or the final distribution of all Trust assets, whichever is later.
4.7. Gift Tax Exclusion Coordination. Northgate acknowledges its responsibility to track and coordinate the annual gift tax exclusion treatment of the Grantor's premium contributions. For the 2023 calendar year, the federal gift tax annual exclusion amount is Seventeen Thousand Dollars ($17,000) per donee. Based on the current structure of the Trust, with three (3) Crummey beneficiaries, the maximum aggregate amount that may qualify for the annual exclusion in any calendar year is Fifty-One Thousand Dollars ($51,000) (i.e., $17,000 per beneficiary × 3 beneficiaries). Given that the annual premium on the Policy is One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500), the balance of the annual premium contribution not covered by the aggregate annual exclusion amounts — One Hundred Thirty-Six Thousand Five Hundred Dollars ($136,500) (i.e., $187,500 – $51,000) — will constitute a taxable gift and will use a portion of the Grantor's remaining federal lifetime gift tax exemption under IRC Section 2505. Northgate shall provide annual reports to the Grantor's tax advisors at Strathmore Corporation & Greaves LLP regarding the amounts contributed, the amounts covered by annual exclusions, and the amounts constituting taxable gifts requiring the filing of a federal gift tax return (IRS Form 709).
4.8. Importance of Timely Crummey Notice Administration. Northgate acknowledges that the proper and timely administration of Crummey Notices is essential to preserve the annual exclusion treatment of the Grantor's premium contributions under IRC Section 2503(b). Failure to provide timely Crummey Notices could jeopardize the gift tax treatment of contributions to the Trust, potentially resulting in the entire contribution being treated as a taxable gift without the benefit of the annual exclusion, and could expose the Grantor to increased gift tax liability or accelerated use of the Grantor's lifetime exemption. Northgate accepts responsibility for strict compliance with the Crummey notice obligations set forth in the Trust Agreement and herein.
SECTION 5: COORDINATION WITH ADVISORS
5.1. Advisor Coordination Generally. Northgate acknowledges that the proper administration of the Trust requires coordination with various professional advisors retained by the Grantor. Northgate shall cooperate with such advisors and shall communicate with them as necessary to ensure that all aspects of the Trust's administration — including premium payments, Crummey notice compliance, gift tax reporting, policy monitoring, and death benefit claim processing — are handled in a timely and efficient manner.
5.2. Designated Advisors. As of the Effective Date, the Grantor's designated professional advisors with whom Northgate shall coordinate are as follows:
(a) Legal Counsel to the Grantor: Calderwood & Harkness LLP
Attn: Victoria Chambers, Partner (Responsible Attorney)
Monica Reyes, Associate (Lead Associate) 375 Park Avenue, 42nd Floor New York, NY 10152
(b) Tax Advisors to the Grantor: Strathmore Corporation & Greaves LLP
Attn: Martin J. Prescott, CPA
600 Third Avenue, 28th Floor New York, NY 10016
(c) Insurance Broker: Glenmore Insurance Brokerage LLC
Attn: Nathan C. Freed, Senior Vice President
44 Wall Street, Suite 1200 New York, NY 10005
(d) Policy Issuer: Beacon Life Assurance Company 100 Constitution Plaza Hartford, CT 06103
(e) Financial Advisor to the Grantor: Havensbrook Wealth Advisors LLC
Attn: Diana R. Linden, CFP®
900 Third Avenue, 18th Floor New York, NY 10022
5.3. Scope of Coordination. Northgate shall coordinate with the above-designated advisors in connection with, among other things: (i) the annual premium payment process and the related Crummey notice cycle; (ii) the preparation and filing of the Grantor's federal gift tax returns (IRS Form 709) as they relate to contributions to the Trust; (iii) the monitoring and evaluation of Policy performance, including the review of annual in-force illustrations; (iv) the review and, if necessary, modification of the Trust's insurance coverage in light of changes in the Grantor's estate planning objectives; (v) the processing of death benefit claims upon the death of the surviving insured; and (vi) any other matters reasonably related to the administration of the Trust.
5.4. Reliance on Advisors. Northgate may rely in good faith on direction, information, and advice provided by the Grantor's designated advisors in performing its administrative duties under the Trust Agreement, provided that such reliance shall not relieve Northgate of its independent fiduciary obligations. Northgate shall exercise its own independent judgment on all matters requiring the exercise of fiduciary discretion, and shall not delegate fiduciary decision-making to any advisor or other party unless expressly authorized to do so under the Trust Agreement or applicable law.
5.5. Changes to Designated Advisors. The Grantor may change or supplement the list of designated advisors at any time by written notice to Northgate. Northgate shall maintain current contact information for all designated advisors and shall update its records promptly upon receipt of any change notification.
SECTION 6: FEE SCHEDULE
6.1. Annual Administrative Fee. Northgate's annual trustee fee for the administration of the Caldwell Family Insurance Trust shall be a flat annual fee of Seven Thousand Five Hundred Dollars ($7,500) per annum during the premium-paying period (the "Annual Administrative Fee"). The Annual Administrative Fee covers the following services: (i) trust administration, including receipt and processing of premium contributions; (ii) issuance of Crummey withdrawal notices to all Crummey beneficiaries; (iii) record-keeping and maintenance of Trust records; (iv) preparation and delivery of annual accountings to the Grantor and the Trust beneficiaries; (v) monitoring of Policy performance and requesting in-force illustrations; (vi) routine correspondence and communication with the Grantor, the Trust beneficiaries, and the Grantor's designated advisors; and (vii) such other routine administrative services as may be required under the Trust Agreement.
6.2. Premium Processing Fee. There shall be no additional fee charged by Northgate for receiving premium contributions from the Grantor and remitting premium payments to Beacon Life Assurance Company. The receipt, processing, and remittance of premium payments is included within the scope of the Annual Administrative Fee.
6.3. Death Benefit Administration Fee. Upon the death of the surviving insured and the collection of the death benefit proceeds under Beacon Life Assurance Company Policy No. BLA-2023-77419, Northgate shall be entitled to a one-time distribution administration fee equal to twenty-five basis points (0.25%) of the total death benefit proceeds actually collected by Northgate (the "Death Benefit Administration Fee"). Based on the current Policy death benefit of Fifteen Million Dollars ($15,000,000), the Death Benefit Administration Fee would be Thirty-Seven Thousand Five Hundred Dollars ($37,500), subject to adjustment if the actual death benefit proceeds collected differ from the current face amount. The Death Benefit Administration Fee covers the filing and prosecution of the death benefit claim, coordination with Beacon Life Assurance Company, receipt and deposit of proceeds, and distribution of proceeds to the Trust beneficiaries in accordance with the Trust Agreement.
6.4. Extraordinary Services. In the event that extraordinary services are required in connection with the administration of the Trust — including, without limitation, participation in litigation or dispute resolution, defense of the Trust against claims by third parties, response to tax audits or controversies, administration of Policy changes or exchanges, resolution of beneficiary disputes, or any other matters beyond the scope of routine trust administration — Northgate shall be entitled to charge for such extraordinary services at its then-standard hourly rates. As of the Effective Date, Northgate's standard hourly rates for extraordinary services are as follows:
Northgate shall provide prior written notice to the Grantor (during his lifetime) or to the Trust beneficiaries (following the Grantor's death) before incurring fees for extraordinary services, except in circumstances where immediate action is required to protect the Trust or the interests of the Trust beneficiaries.
6.5. Fee Adjustments. The Annual Administrative Fee, the Death Benefit Administration Fee, and the hourly rates for extraordinary services are subject to periodic review and adjustment by Northgate. Northgate shall provide no less than sixty (60) days' prior written notice of any fee adjustment to the Grantor (during his lifetime) and, following the Grantor's death, to the Trust beneficiaries. Any fee adjustment shall be effective only prospectively and shall not apply to fees already earned or accrued.
6.6. Payment of Fees. During the Grantor's lifetime, fees payable to Northgate may be paid from Trust assets or directly by the Grantor, at the Grantor's election. If the Grantor elects to pay fees from Trust assets, Northgate is authorized to deduct its fees from the Trust's cash holdings or from other liquid Trust assets. Following the Grantor's death, all fees shall be paid from Trust assets unless otherwise directed by the Trust Agreement or by the Trust beneficiaries acting unanimously. Northgate shall provide itemized fee invoices to the Grantor (or, following the Grantor's death, to the Trust beneficiaries) on an annual basis or at such other intervals as may be agreed.
SECTION 7: RESIGNATION AND REMOVAL
7.1. Resignation by Northgate. Northgate may resign as Trustee of the Trust upon sixty (60) days' prior written notice delivered to the Grantor (during the Grantor's lifetime) and to each of the Crummey beneficiaries. Such resignation shall not be effective until a successor trustee has been appointed in accordance with the provisions of the Trust Agreement and such successor trustee has accepted the appointment and assumed the duties and obligations of the Trustee. Northgate shall not abandon the Trust or cease to perform its fiduciary duties pending the appointment and qualification of a successor trustee.
7.2. Removal of Northgate. The Grantor (during his lifetime) or the trust protector (if any has been designated under the Trust Agreement) may remove Northgate as Trustee upon thirty (30) days' prior written notice to Northgate, with or without cause. Such removal shall not be effective until a successor trustee has been appointed in accordance with the provisions of the Trust Agreement and such successor trustee has accepted the appointment and assumed the duties and obligations of the Trustee. In the event that no trust protector has been designated under the Trust Agreement, or the trust protector is unable or unwilling to act following the Grantor's death, the removal provisions of the Trust Agreement and applicable Delaware law shall govern.
7.3. Transition Cooperation. Upon any resignation or removal, Northgate shall cooperate fully and in good faith with the Grantor, the Trust beneficiaries, and the successor trustee in transitioning all aspects of Trust administration to the successor trustee. Without limiting the foregoing, Northgate shall: (i) transfer the Policy and all incidents of ownership therein to the successor trustee, including executing such documents as Beacon Life Assurance Company may require to effectuate the change of ownership; (ii) deliver to the successor trustee all Trust records, files, correspondence, premium payment records, Crummey notice records, in-force illustrations, and other documents in Northgate's possession relating to the Trust; (iii) transfer all Trust cash and other assets to the successor trustee; and (iv) provide such information and assistance as the successor trustee may reasonably request to facilitate a smooth transition. Northgate shall complete all transition activities within thirty (30) days following the effective date of its resignation or removal, or within such other period as may be reasonably agreed by the parties.
7.4. Compensation Through Transition. Northgate shall be entitled to receive its pro rata Annual Administrative Fee through the effective date of its resignation or removal, as well as reimbursement for any reasonable out-of-pocket expenses incurred in connection with the transition of Trust administration to a successor trustee.
SECTION 8: REPRESENTATIONS AND WARRANTIES
8.1. Organization and Existence. Northgate represents and warrants that it is a trust company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and that it is authorized by its charter, bylaws, and applicable regulatory authorities to engage in the trust and fiduciary business in the State of Delaware.
8.2. Authority to Accept Trusts. Northgate represents and warrants that it is duly authorized to accept and administer trusts, including irrevocable life insurance trusts, under the laws of the State of Delaware and the regulations of the Delaware State Bank Commissioner (or successor regulatory authority). Northgate maintains all licenses, permits, and authorizations required to conduct its trust and fiduciary business in the State of Delaware.
8.3. No Conflicts. Northgate represents and warrants that its acceptance of the appointment as Trustee of the Trust does not conflict with, violate, or result in a breach of any law, regulation, rule, order, judgment, or decree applicable to Northgate, or any provision of Northgate's charter, bylaws, or organizational documents, or any agreement, contract, or obligation by which Northgate is bound.
8.4. Adequate Systems and Personnel. Northgate represents and warrants that it has adequate systems, procedures, technology, and qualified personnel to discharge its Crummey notice obligations, policy administration duties, record-keeping requirements, and fiduciary responsibilities under the Trust Agreement. Northgate maintains appropriate internal controls and compliance procedures to ensure the accurate and timely performance of its duties as Trustee.
8.5. Authorization of Signatory. Northgate represents and warrants that Philip A. Rossiter, Senior Vice President, Trust Administration, is duly authorized by the Board of Directors of Northgate Trust Company of Delaware to execute this Acceptance of Trusteeship and to bind Northgate in connection with the acceptance of the Trustee appointment and the performance of the duties and obligations set forth herein and in the Trust Agreement.
8.6. Insurance and Bonding. Northgate represents and warrants that it maintains errors and omissions insurance coverage and fidelity bond coverage in amounts customary for institutional trustees of its size and scope, and that such coverage is sufficient to protect the Trust and its beneficiaries against losses resulting from the negligence, errors, or dishonesty of Northgate or its employees in connection with the administration of the Trust.
SECTION 9: GOVERNING LAW
9.1. Governing Law. This Acceptance of Trusteeship shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of law, consistent with the governing law provisions of the Trust Agreement.
9.2. Trust Situs. The situs of the Trust is the State of Delaware. All questions concerning the validity, construction, administration, and interpretation of the Trust Agreement and this Acceptance of Trusteeship shall be determined in accordance with the laws of the State of Delaware, including the Delaware Trust Act (Title 12, Chapter 35 of the Delaware Code) and any amendments thereto.
9.3. Jurisdiction. Any disputes arising out of or in connection with this Acceptance of Trusteeship or the administration of the Trust shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or if such court lacks jurisdiction, the United States District Court for the District of Delaware.
SECTION 10: NOTICES
10.1. Notices to Northgate. All notices, requests, demands, consents, and other communications required or permitted to be given to Northgate under this Acceptance of Trusteeship or the Trust Agreement shall be in writing and shall be delivered personally, sent by certified or registered United States mail (postage prepaid, return receipt requested), or sent by nationally recognized overnight courier, addressed as follows:
Northgate Trust Company of Delaware
Attn: Philip A. Rossiter, SVP, Trust Administration
1201 North Market Street, Suite 1600 Wilmington, DE 19801
10.2. Notices to the Grantor. All notices, requests, demands, consents, and other communications required or permitted to be given to the Grantor under this Acceptance of Trusteeship or the Trust Agreement shall be in writing and shall be delivered personally, sent by certified or registered United States mail (postage prepaid, return receipt requested), or sent by nationally recognized overnight courier, addressed as follows:
Jonathan R. Caldwell 418 East 72nd Street, Apt. 14A New York, NY 10021
10.3. Copies to Legal Counsel. A copy of all notices sent to the Grantor shall also be sent to:
Calderwood & Harkness LLP
Attn: Victoria Chambers
375 Park Avenue, 42nd Floor New York, NY 10152
10.4. Effectiveness of Notices. Notices shall be deemed given and effective: (i) if delivered personally, upon delivery; (ii) if sent by certified or registered United States mail, upon the earlier of actual receipt or three (3) business days after deposit in the United States mail; and (iii) if sent by nationally recognized overnight courier, upon the next business day following deposit with such courier. Either party may change its address for notice purposes by giving written notice of such change to the other party in accordance with this Section 10.
10.5. Attachments and Exhibits. The following documents are referenced herein and are incorporated by reference:
(a) Schedule A to the Trust Agreement — describing the initial trust property, consisting of Beacon Life Assurance Company Policy No. BLA-2023-77419 (death benefit: $15,000,000; annual premium: $187,500; insured lives: Jonathan R. Caldwell and Eleanor V. Caldwell);
(b) Assignment of Life Insurance Policy — executed by Jonathan R. Caldwell, assigning ownership of Beacon Life Assurance Company Policy No. BLA-2023-77419 to Northgate Trust Company of Delaware, as Trustee of the Caldwell Family Insurance Trust, executed concurrently herewith; and
(c) Form of Crummey Withdrawal Notice — the template notice attached to the Trust Agreement, to be used by Northgate in issuing annual Crummey withdrawal notices to the Crummey beneficiaries.
SIGNATURE PAGE
IN WITNESS WHEREOF, Northgate Trust Company of Delaware has caused this Acceptance of Trusteeship to be executed by its duly authorized officer as of the date first written above.
NORTHGATE TRUST COMPANY OF DELAWARE
By: ________
Name: Philip A. Rossiter
Title: Senior Vice President, Trust Administration
Date: March 15, 2023
ACKNOWLEDGMENT AND RECEIPT BY GRANTOR
The undersigned, Jonathan R. Caldwell, as Grantor of the Caldwell Family Insurance Trust, hereby acknowledges receipt of this Acceptance of Trusteeship executed by Northgate Trust Company of Delaware, including the fee schedule set forth in Section 6 hereof. The Grantor confirms that the terms of this Acceptance are consistent with the provisions of the Trust Agreement and the Grantor's understanding of the arrangements between the Grantor and Northgate Trust Company of Delaware with respect to the administration of the Trust.
GRANTOR:
________________________________________
Jonathan R. Caldwell
Date: March 15, 2023
EXHIBITS AND ATTACHMENTS REFERENCED HEREIN
The following documents are attached to or referenced in this Acceptance of Trusteeship and are incorporated herein by reference:
1.  Schedule A to the Trust Agreement — Description of initial trust property: Beacon Life Assurance Company Policy No. BLA-2023-77419; second-to-die universal life insurance policy; death benefit: $15,000,000; annual premium: $187,500; insured lives: Jonathan R. Caldwell (DOB: March 14, 1956) and Eleanor V. Caldwell (DOB: September 22, 1958).
2.  Assignment of Life Insurance Policy — Executed by Jonathan R. Caldwell, as Assignor, in favor of Northgate Trust Company of Delaware, as Trustee of the Caldwell Family Insurance Trust, as Assignee, transferring all ownership rights in Beacon Life Assurance Company Policy No. BLA-2023-77419. Executed concurrently with the Trust Agreement and this Acceptance of Trusteeship.
3.  Form of Crummey Withdrawal Notice — Template notice attached to the Trust Agreement as an exhibit, to be utilized by Northgate Trust Company of Delaware in issuing annual Crummey withdrawal notices to Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell upon receipt of premium contributions from the Grantor.
Policy Detail | Description
Issuing Company | Beacon Life Assurance Company
Company Domicile | State of Connecticut
Company Address | 100 Constitution Plaza, Hartford, CT 06103
Policy Number | BLA-2023-77419
Policy Type | Second-to-die (survivorship) universal life
Death Benefit | $15,000,000
Insured Life No. 1 | Jonathan R. Caldwell (DOB: March 14, 1956)
Insured Life No. 2 | Eleanor V. Caldwell (DOB: September 22, 1958)
Annual Premium | $187,500
Owner | Northgate Trust Company of Delaware, as Trustee
Beneficiary | Caldwell Family Insurance Trust
Personnel Category | Hourly Rate
Senior Vice President / Senior Trust Officer | $475 per hour
Vice President / Trust Officer | $375 per hour
Trust Administrator / Paralegal | $225 per hour