Article III The Depositor s interest in the balance in the Custodial account is non forfeitable.

Transcription

1 Form 5305-RA Roth Individua Retirement Custodia Account (Rev. March 2002) Department of the Treasury (Under Section 408(a) of the Interna Revenue Code) Interna Revenue Service The individua whose name appears on the accompanying IRA Appication Form (hereinafter caed Depositor ) is estabishing a ROTH Individua Retirement Pan (a Custodia Account ) with IRA Innovations LLC or its successor (hereinafter referred to as Custodian ). This ROTH Individua Retirement Custodia Account is estabished for the excusive benefit of the individua (or his beneficiaries) within the meaning of 408(a) of the Interna Revenue Code and the reated Treasury reguations. Custodian has deegated certain Custodia Account record keeping and administrative functions ( Administrative Services ) to the administrator whose name appears on the IRA Appication Form as the Administrator. Artice I 1.01 Except in the case of a roover contribution described in section 408A(e), a re-characterized contribution described in section 408A(d)(6), or an IRA Conversion Contribution, the Custodian or Administrator wi accept ony cash contributions up to $3,000 per year for tax years 2002 through That contribution imit is increased to $4,000 for tax years 2005 through 2007 and $5,000 for 2008 and thereafter. For individuas who have reached the age of 50 before the cose of the tax year, the contribution imit is increased to $3,500 per year for tax years 2002 through 2004, $4,500 for 2005, $5,000 for 2006 and 2007, and $6,000 for 2008 and thereafter. For tax years after 2008, the above imits wi be increased to refect a cost -of-iving adjustment, if any. Artice II 2.01 The annua contribution imit described in Artice I is graduay reduced to $0 for higher income eves. For a singe Depositor, the annua contribution is phased out between adjusted gross income (AGI) of $95,000 and $110,000; for a married Depositor fiing jointy, between AGI of $150,000 and $160,000; and for a married Depositor fiing separatey, between AGI of $0 and $10,000. In the case of a conversion, the Custodian or Administrator wi not accept IRA Conversion Contributions in a tax year if the Depositor s AGI for the tax year the funds were distributed from the other IRA exceeds $100,000 or if the Depositor is married and fies a separate return. Adjusted gross income is defined in section 408A(c)(3) and does not incude IRA Conversion Contributions In the case of a joint return, the AGI imits in the preceding paragraph appy to the combined AGI of the Depositor and his or her spouse The Depositor s interest in the baance in the Custodia account is non forfeitabe. Artice III Artice IV 4.01 No part of the Custodia account funds may be invested in ife insurance contracts, nor may the assets of the Custodia account be comminged with other property except in a common Custodia fund or common investment fund (within the meaning of section 408(a)(5)) No part of the Custodia account funds may be invested in coectibes (within the meaning of section 408(m)) except as otherwise permitted by section 408(m)(3), which provides an exception for certain god, siver, and patinum coins, coins issued under the aws of any state, and certain buion. Artice V 5.01 If the Depositor dies before his or her entire interest is distributed to him or her and the Depositor s surviving spouse is not the designated beneficiary, the remaining interest wi be distributed in accordance with (a) beow or, if eected or there is no designated beneficiary, in accordance with (b) beow: (a) The remaining interest wi be distributed; starting by the end of the caendar year foowing the year of the Depositor s death, over the designated beneficiary s remaining ife expectancy as determined in the year foowing the death of the Depositor. (b) The remaining interest wi be distributed by the end of the caendar year containing the fifth anniversary of the Depositor s death The minimum amount that must be distributed each year under paragraph 5.01(a) above is the account vaue at the cose of business on December 31 of the preceding year divided by the ife expectancy (in the singe ife tabe in Reguations section 1.401(a)(9)-9) of the designated beneficiary using the attained age of the beneficiary in the year foowing the year of the Depositor s death and subtracting 1 from the divisor for each subsequent year If the Depositor s surviving spouse is the designated beneficiary, such spouse wi then be treated as the Depositor. Artice VI 6.01 The Depositor agrees to provide the Custodian or Administrator with a information necessary to prepare any reports required by sections 408(i) and 408A(d)(3)(E), Reguations sections and , or other guidance pubished by the Interna Revenue Service (IRS) The Custodian or Administrator agrees to submit to the IRS and Depositor the reports prescribed by the IRS. In the case of reports on form 5498, the Depositor agrees that Depositor is responsibe for providing an annua report to Custodian or Administrator of the fair market vaue of a assets in any Custodia Account as of the ast day of any caendar year, and that if Depositor fais to provide such fair market vaue information, that Custodian or Administrator sha issue a report on form 5498 to the IRS using the acquisition price of the assets in questions Artice VII 7.01 Notwithstanding any other artices which may be added or incorporated, the provisions of Artices I through IV and this sentence wi be controing. Any additiona artices inconsistent with section 408A, the reated reguations, and other pubished guidance wi be invaid. Artice VIII 8.01 This agreement wi be amended as necessary to compy with the provisions of the Code, the reated reguations, and other pubished guidance. Other amendments may be made with the consent of the persons whose signatures appear on the Roth IRA Adoption Agreement. Artice IX 9.01 Appicabe Law: This Custodia Agreement sha be governed by the aws of the state where the Custodian or Administrator resides. The term Depositor aso incudes the Depositor s Beneficiary, where appropriate throughout this Agreement Administrator for the Custodian: The Administrator sha perform duties on behaf of the Custodian which incude, but are not imited to, executing appications, transfers,, stock powers, escrow documents, purchase agreements, notes, deeds, reconveyances, iens, pacing assets or iabiities in Administrator s name for the benefit of the Depositor to provide administrative feasibiity or such transactions, depositing Contributions, and income, paying iabiities and distributions, and government reporting for Depositors who have estabished a Custodia Account Annua Accounting: The Custodian or Administrator sha, at east annuay, provide the Depositor or Beneficiary (in the case of death) with an accounting of such Depositor s account. Such accounting sha be deemed to be accepted by the Depositor or Beneficiary, if the Depositor or Beneficiary does not object in writing within 60 days after the maiing of such accounting statement Amendment: The Depositor irrevocaby deegates to the Custodian or Administrator the right and power to amend this Custodia Agreement. Except as hereafter provided, the Custodian or Administrator wi give the Depositor 30 days prior written notice of any amendment. In case of a retroactive amendment required by aw, the Custodian or Administrator wi provide written notice to the Depositor of the amendment within 30 days after the amendment is made, or if ater, by the time that notice of the amendment is required to be given under reguations or other guidance provided by the IRS. The Depositor sha be deemed to have consented to any such amendment uness the Depositor notifies the Custodian or Administrator to the contrary within 30 days after notice to the Depositor and requests a distribution or transfer of the baance in the account Resignation and Remova of Custodian or Administrator: (a) The Custodian or Administrator may resign and appoint a successor trustee or Custodian or Administrator to serve under this agreement or under another governing instrument seected by the successor trustee or custodian by giving the Depositor written notice at east 30 days prior to the effective date of such resignation and appointment, which notice sha aso incude or be provided under separate cover a copy of such other governing instrument, if appicabe, and the reated discosure statement. The Depositor sha then have 30 days from the date of such notice to either request a distribution of the entire account baance or designate a different successor trustee or custodian and notify the Custodian of such designation. If the Depositor does not request distribution of the account baance or notify the Custodian of the designation of a different successor trustee or custodian within such 30 day period, the Depositor sha be deemed to have consented to the appointment of the successor trustee or custodian and the terms of any new governing instrument, and neither the Depositor nor the successor sha be required to execute any written document to compete the transfer of the account to the successor trustee or custodian. The successor trustee or custodian may rey on any information, incuding beneficiary designations, previousy provided by the Depositor to the Custodian. (b) The Depositor may at any time remove the Custodian or Administrator and repace the Custodian or Administrator with a successor trustee or Custodian or Administrator of the Depositor s 1

2 choice by giving 30 days notice of such remova and repacement. The Custodian or Administrator sha then deiver the assets of the account as directed by the Depositor. However, the Custodian or Administrator may retain a portion of the assets of the IRA as a reserve for payment of any anticipated remaining fees and expenses, and sha pay over any remainder of this reserve to the successor trustee or Custodian or Administrator upon satisfaction of such fees and expenses. (d) Administrator may at any time seect a quaified successor custodian by giving the Depositor and Custodian written notice at east 30 days prior to the effective date of such appointment, which notice sha aso incude or be provided under separate cover a copy of such other governing instrument, if appicabe, and the reated discosure statement. The Depositor sha then have 30 days from the date of such notice to either request a distribution of the entire account baance or designate a different successor trustee or custodian and notify the Custodian and Administrator of such designation. If the Depositor does not request distribution of the account baance or notify the Administrator of the designation of a different successor trustee or custodian within such 30 day period, the Depositor sha be deemed to have consented to the appointment of the successor custodian and the terms of any new governing instrument, and neither the Depositor nor the successor sha be required to execute any written document to compete the transfer of the account to the successor custodian. The successor custodian may rey on any information, incuding beneficiary designations, previousy provided by the Depositor to the Custodian. (c) The Custodian or Administrator may resign and demand that the Depositor appoint a successor trustee or Custodian or Administrator of this IRA by giving the Depositor written notice at east 30 days prior to the effective date of such resignation. The Depositor sha then have 30 days from the date of such notice to designate a successor trustee or Custodian or Administrator, notify the Custodian or Administrator of the name and address of the successor trustee or custodian, and provide the Custodian with appropriate evidence that such successor has accepted the appointment and is quaified to serve as trustee or custodian of an individua retirement account. (1) If the Depositor designates a successor trustee or Custodian or Administrator and provides the Custodian or Administrator evidence of the successor s acceptance of appointment and quaification within such 30 day period, the Custodian or Administrator sha then deiver a of the assets hed by the Custodian or Administrator in the account (whether in cash or persona or rea property, wherever ocated, and regardess of vaue) to the successor trustee or custodian. (2) If the Depositor does not notify the Custodian or Administrator of the appointment of a successor trustee or custodian within such 30 day period, then the Custodian or Administrator may distribute a of the assets hed by the Custodian or Administrator in the account (whether in cash or persona or rea property, wherever ocated, and regardess of vaue) to the Depositor, outright and free of Custodia, and the Depositor sha be whoy responsibe for the tax consequences of such distribution. In either case, the Custodian or Administrator may expend any assets in the account to pay expenses of transfer (incuding re-registering the assets and preparation of deeds, assignments, and other instruments of transfer or conveyance) to the successor trustee or custodian or the Depositor, as the case may be. In addition, the Custodian or Administrator may retain a portion of the assets as a reserve for payment of any anticipated remaining fees and expenses. Upon satisfaction of such fees and expenses, the Custodian or Administrator sha pay over any remainder of the reserve to the successor trustee or custodian or to the Depositor, as the case may be Custodian s Fees and Expenses: In the event that cash is received, or otherwise hed by Custodian, for which the Custodian or Administrator have not received a written investment direction etter ( Undirected cash ), The Custodian or Administrator wi deposit a undirected cash from any source, incuding without imitation, contributions, transfers, roovers or cash income from any asset in my account in non-interest bearing or interest bearing accounts offered through Custodian, or in a common trust fund that may be estabished by Custodian. Custodian or Administrator may, but need not, estabish programs, such as common trust funds, group trusts, or common investment funds under which cash deposits and undirected cash in excess of a minimum amount set by Custodian or Administrator wi be periodicay and automaticay invested in government-insured, interest-bearing investment funds or accounts. I understand and acknowedge that undirected cash deposited and hed in one or more FDIC insured banks may be insured ony up to the ega imit (currenty $250,000 per depositor) offered by the Federa Deposit Insurance Corporation ( FDIC ) then in pace and that any amount in excess of the ega deposit insurance amount may not be insured and subject to oss of a or some of the principa. The Depositor agrees that any income generated from undirected cash in the Custodia Account that is not specificay invested by Depositor pursuant to Section 9.01 beow sha be retained by Custodian as compensation for the services provided by Custodian under this Agreement which may be paid to the Administrator or the Administrator s designee in consideration for its undirected cash management services incuding but not imited to account maintenance, depository bank seection, transaction processing and sub accounting of undirected cash. In addition, the Custodian reserves the right to change a or part of the Custodia Fee Schedue at its discretion with 30 days advance notice. Administrator sha invoice Depositor directy for any Administrative Services, and Depositor agrees to pay such fees, incuding any fees for distributions from, transfers from, and terminations of this IRA. The Custodian or Administrator may change its fee schedue at any time by giving the Depositor 30 days prior written notice. (b) The Depositor agrees to pay any expenses incurred by the Custodian in the performance of its duties in connection with the account. Such expenses incude, but are not imited to, administrative expenses, such as ega and accounting fees, and any taxes of any kind whatsoever that may be evied or assessed with respect to such account. (c) A such fees, taxes, and other administrative expenses charged to the account sha be coected either from the assets in the account or from any contributions to or distributions from such account if not paid by the Depositor, but the Depositor sha be responsibe for any deficiency. (d) In the event that for any reason the Custodian or Administrator is not certain as to who is entited to receive a or part of the Custodia Funds, the Custodian or Administrator reserves the right to withhod any payment from the Custodia Account, to request a court ruing to determine the disposition of the Custodia assets, and to charge the Custodia Account for any expenses incurred in obtaining such ega determination Withdrawa Requests: A requests for withdrawa sha be in writing on the form provided by the Custodian or Administrator. Such written notice must aso contain the reason for the withdrawa and the method of distribution being requested. The Custodian or Administrator reserves the right to reject any withdrawa request it may deem appropriate and to appy to a court of competent jurisdiction to make a determination with respect to the proper party eigibe to receive a distribution from the account Responsibiities: Depositor agrees that a information and instructions given to the Custodian or Administrator by the Depositor are compete and accurate and that the Custodian or Administrator sha not be responsibe for any incompete or inaccurate information provided by the Depositor or Depositor s beneficiary(ies). Depositor and Depositor s beneficiaries agree to be responsibe for a tax consequences arising from contributions to and distributions from this Custodia Account and acknowedges that no tax advice has been provided by the Custodian or Administrator Investment Provisions: A contributions sha be invested and reinvested by the Administrator or Custodian as directed by the Depositor. (Pease see Artice IX; Sef-Directed IRA Provisions.) It is understood and acknowedged by Depositor that the Custodian and its Administrator sha assume no responsibiity, expressed or impied, for any oss or diminution of account and Depositor indemnifies and hods harmess Custodian and Administrator, without imitation, against any and a osses, costs, expenses or iabiities of any nature whatsoever incurred as a resut of Custodian s and/or Administrator s execution of Depositor s investment instructions. Depositor agrees that a uninvested funds sha remain deposited in interest bearing or non-interest bearing accounts offered through Custodian. The Custodian may, but need not, estabish programs under which cash deposits and uninvested funds in excess of a minimum set by it wi be periodicay and automaticay invested in government insured interest-bearing investment funds or accounts. The Custodian sha have no duty other than to foow the written investment directions of the Depositor, and sha be under no duty to question said instructions and sha not be iabe for any investment osses sustained by the Depositor. (a) In accordance with section 8.06 of this agreement the Depositor agrees that any income generated from the uninvested funds in the Custodia account not specificay invested by Depositor sha be retained by the Custodian in accordance with this Section and Section The Custodian may, but is not required to, pass-through to the Depositor s account a portion of the interest earned on the uninvested funds. Such pass-through interest wi be based on the then pubished terms of such account which may, from time to time, change without notice Designation of Beneficiary: (a) Except as may be otherwise required by State aw, in the event of the Depositor s death, the baance in the account sha be paid to the beneficiary or beneficiaries designated by the Depositor on a beneficiary designation form acceptabe to and fied with the Custodian or Administrator. The Depositor may change the Depositor s beneficiary or beneficiaries at any time by fiing a new beneficiary designation with the Custodian or Administrator. If no beneficiary designation is in effect, if none of the named beneficiaries survive the Depositor, or if the Custodian or Administrator cannot ocate any of the named beneficiaries after reasonabe search, any baance in the account wi be payabe to the Depositor s estate. (b) If the Custodian or Administrator permits, in the event of the Depositor s death, any beneficiary may name a subsequent beneficiary(ies) to receive the baance of the account to which such beneficiary is entited upon the death of the origina beneficiary by fiing a Subsequent Beneficiary Designation Form acceptabe to and fied with the Custodian or Administrator. Payments to such subsequent beneficiary(ies) sha be distributed in accordance with the payment schedue appicabe to the origina beneficiary. In no event can any subsequent beneficiary be treated as a designated beneficiary of the Depositor. The preceding sentence sha not appy with respect to the subsequent beneficiary(ies), if any, of an origina spouse beneficiary where the Depositor dies before his or her required beginning date. In this case, the origina spouse beneficiary is treated as the Depositor. If the baance of the account has not been competey distributed to the origina beneficiary and such beneficiary has not named a subsequent beneficiary or no named subsequent beneficiary is iving on the date of the origina beneficiary s death, such baance sha be payabe to the estate of the origina beneficiary Spousa Beneficiary Provisions: Notwithstanding the provisions of Artice 5.03, if the Depositor s ony primary beneficiary is the surviving spouse, such spouse may eect to be treated as a non-spouse beneficiary for purposes of the provisions of Artices 5.01 and 5.02, but incuding the specia rue provided under section 401(a)(9)(B)(iv) of the Code. Thus, a surviving spouse beneficiary may remain the beneficiary of the deceased spouse s Roth IRA and be abe to take death distributions under the five year rue or the exception to the five year rue, incuding the abiity to wait to begin receiving distributions over his or her singe ife expectancy by December 31 of the year the deceased spouse woud have attained the age of 70½ had he or she ived, if this date is ater than the December 31 immediatey foowing the year of death. In addition, if the surviving spouse is not the soe beneficiary of the Roth IRA, in addition to the provisions of Artices 5.01 and 5.02, the surviving spouse beneficiary may eect to treat his or her beneficia portion of the deceased spouse s Roth IRA as his or her own Roth IRA Responsibiity for Determining Eigibiity for Conversion Contributions: Notwithstanding the provisions of the third sentence of Artice II, the Depositor agrees to be soey responsibe for determining 2

3 eigibiity to convert any of the Depositor s traditiona IRAs or an empoyer s pan to a Roth IRA. The conversion eigibiity requirements are eiminated for years after December 31, Combining Reguar Roth IRA Contributions with Roth Conversion Contributions: The Depositor may combine reguar Roth IRA contributions in the same Roth IRA account as Roth IRA conversion contributions. The Depositor agrees to designate each deposit as either a reguar Roth IRA contribution (and the tax year to which it reates) or a Roth IRA conversion contribution. The Depositor further agrees that he/she wi be soey responsibe for any record keeping of such deposits as determined or required by the Interna Revenue Service, incuding but not imited to, the timing, ordering and taxation of any distributions Death Benefit Defaut Provisions: If the Depositor dies and the beneficiary does not seect a method of distribution described in Artice V, Section 5.01(a) or (b) by the December 31st foowing the year of the Depositor s death, then distributions wi be made pursuant to the singe ife expectancy of the Designated Beneficiary determined in accordance with IRS reguations. However, no payment wi be made unti the beneficiary provides the Custodian or Administrator with a proper distribution request acceptabe to the Custodian or Administrator and other documentation that may be required by the Custodian or Administrator. A beneficiary may at any time request a compete distribution of his or her remaining interest in the Custodia Account. The Custodian or Administrator reserves the right to require a minimum baance in the account in order to make periodic payments from the account Transitiona Rue for Determining Required Minimum Distributions for Caendar Year 2002: Uness the Custodian or Administrator provides otherwise, if a beneficiary is subject to required minimum distributions for caendar year 2002, such individua may eect to appy the 1987 proposed reguations, the 2001 proposed reguations, or the 2002 fina reguations in determining the amount of the 2002 required minimum. However, the Custodian or Administrator, in its soe discretion, reserves the right to perform any required minimum distribution cacuations through its data systems or otherwise based upon any of the three sets of reguations deineated in the previous sentence. ARTICLE X SELF-DIRECTED IRA PROVISIONS Investment of Contributions: At the direction of the Depositor (or the direction of the beneficiary upon the Depositor s death) the Custodian or Administrator sha invest a contributions to the account and earnings thereon in investments acceptabe to the Custodian or Administrator, which may incude marketabe securities traded on a recognized exchange or over the counter (excuding any securities issued by the Custodian or Administrator), covered ca options, certificates of deposit, and other investments to which the Custodian or Administrator consents, in such amounts as are specificay seected and specified by Depositor in orders to the Custodian or Administrator in such form as may be acceptabe to the Custodian or Administrator, without any duty to diversify and without regard to whether such property is authorized by the aws of any jurisdiction as a Custodia investment. The Custodian or Administrator sha be responsibe for the execution of such orders and for maintaining adequate records thereof. However, if any such orders are not received as required, or, if received, are uncear in the opinion of the Custodian or Administrator, a or a portion of the contribution may be hed uninvested without iabiity for oss of income or appreciation, and without iabiity for interest pending receipt of such orders or carification, or the contribution may be returned. The Custodian or Administrator may, but need not, estabish programs under which cash deposits in excess of a minimum set by it wi be periodicay and automaticay invested in interestbearing investment funds. The Custodian or Administrator sha have no duty other than to foow the written investment directions of the Depositor, and sha be under no duty to question said instructions and sha not be iabe for any investment osses sustained by the Depositor Indemnification. The Custodian or Administrator sha have no duty other than to foow the written investment directions of the Depositor, and sha be under no duty to question said instructions and sha not be iabe for any investment osses sustained by the Depositor under any circumstances. Depositor agrees to indemnify Custodian or Administrator for any osses, costs, or fees (incuding reasonabe attorney s fees) that are incurred by Custodian or Administrator as a resut of the foregoing provision Registration: A assets of the account sha be registered in the name of the Custodian or Administrator or of a suitabe nominee. The same nominee may be used with respect to assets of other investors whether or not hed under agreements simiar to this one or in any capacity whatsoever. However, each Depositor s account sha be separate and distinct; a separate account therefore sha be maintained by the Custodian or Administrator, and the assets thereof sha be hed by the Custodian or Administrator in individua or buk segregation either in the Custodian or Administrator s vauts or in depositories approved by the Securities and Exchange Commission under the Securities Exchange Act of Investment Advisor: The Depositor may appoint an Investment Advisor, quaified under Section 3(38) of the Empoyee Retirement Income Security Act of 1974, to direct the investment of his Roth IRA. The Depositor sha notify the Custodian or Administrator in writing of any such appointment by providing the Custodian or Administrator a copy of the instruments appointing the Investment Advisor and evidencing the Investment Advisor s acceptance of such appointment, an acknowedgement by the Investment Advisor that it is a fiduciary of the account, and a certificate evidencing the Investment Advisor s current registration under the Investment Advisor s Act of The Custodian or Administrator sha compy with any investment directions furnished to it by the Investment Advisor, uness and unti it receives written notification from the Depositor that the Investment Advisor s appointment has been terminated. The Custodian or Administrator sha have no duty other than to foow the written investment directions of such Investment Advisor and sha be under no duty to question said instructions, and the Custodian or Administrator sha not be iabe for any investment osses sustained by the Depositor No Investment Advice: The Custodian or Administrator does not assume any responsibiity for rendering advice with respect to the investment and reinvestment of Depositor s account and sha not be iabe for any oss which resuts from Depositor s exercise of contro over his account. The Custodian or Administrator and Depositor may specificay agree in writing that the Custodian or Administrator sha render such advice, but the Depositor sha sti have and exercise excusive responsibiity for contro over the investment of the assets of his account, and the Custodian or Administrator sha not have any duty to question his investment directives Prohibited Transactions: Notwithstanding anything contained herein to the contrary, the Custodian or Administrator sha not end any part of the corpus or income of the account to; pay any compensation for persona services rendered to the account to; make any part of its services avaiabe on a preferentia basis to; acquire for the account any property, other than cash, from; or se any property to, any Depositor, any member of a Depositor s famiy, or a corporation controed by any Depositor through the ownership, directy or indirecty, of 50 percent or more of the tota combined voting power of a casses of stock entited to vote, or of 50 percent or more of the tota vaue of shares of a casses of stock of such corporation Unreated Business Income Tax: If the Depositor directs investment of the account in any investment which resuts in unreated business taxabe income, it sha be the responsibiity of the Depositor to so advise the Custodian or Administrator and to provide the Custodian or Administrator with a information necessary to prepare and fie any required returns or reports for the account. As the Custodian or Administrator may deem necessary, and at the Depositor s expense, the Custodian or Administrator may request a taxpayer identification number for the account, fie any returns, reports, and appications for extension, and pay any taxes or estimated taxes owed with respect to the account. The Custodian or Administrator may retain suitabe accountants, attorneys, or other agents to assist it in performing such responsibiities Discosures and Voting: The Custodian or Administrator sha deiver, or cause to be executed and deivered, to Depositor a notices, prospectuses, financia statements, proxies and proxy soiciting materias reating to assets credited to the account. The Custodian or Administrator sha not vote any shares of stock or take any other action, pursuant to such documents, with respect to such assets except upon receipt by the Custodian or Administrator of adequate written instructions from Depositor Misceaneous Expenses: In addition to those expenses set out in Section 9.05 of this pan, the Depositor agrees to pay any and a expenses incurred by the Custodian or Administrator in connection with the investment of the account, incuding expenses of preparation and fiing any returns and reports with regard to unreated business income, incuding taxes and estimated taxes, as we as any transfer taxes incurred in connection with the investment or reinvestment of the assets of the account Non bank Custodian or Administrator Provision: If the Custodian is a non bank Custodian, the Depositor sha substitute another trustee or Custodian in pace of the Custodian upon receipt of notice from the Commissioner of the Interna Revenue Service or his deegate that such substitution is required because the Custodian has faied to compy with the requirements of Income Tax Reguations Section (e), or is not keeping such records, making such returns, or rendering such statements as are required by appicabe aw, reguations, or other ruings. The successor trustee or Custodian sha be a bank, insured credit union, or other person satisfactory to the Secretary of the Treasury pursuant to Section 408(a)(2) of the Code. Upon receipt by the Custodian of written acceptance by its successor of such successor s appointment, Custodian sha transfer and pay over to such successor the assets of the account (ess amounts retained pursuant to Section 9.04 of the Custodia Agreement) and a records (or copies thereof ) of the Custodian pertaining thereto, provided that the successor trustee or custodian agrees not to dispose of any such records without the Custodian s consent. ARTICLE XI SEVERABILITY If any provision of this Custodia Account Agreement is found to be iega, invaid, void or unenforceabe such provision sha be severed and such iegaity or invaidity sha not affect the remaining provisions which sha remain in fu force and effect. Genera Instructions (Section references are to the Interna Revenue Code uness otherwise noted.) Purpose of Form 5305-RA is a mode Custodia account agreement that meets the requirements of section 408A and has been pre-approved by the IRS. A Roth individua retirement account (Roth IRA) is estabished after the form is fuy executed by both the individua (Depositor) and the Custodian. This account must be created in the United States for the excusive benefit of the Depositor and his or her beneficiaries. Do not fie Form 5305-RA with the IRS. Instead, keep it with your records. Unike contributions to traditiona individua retirement arrangements, contributions to a Roth IRA are not deductibe from the Depositor s gross income; and distributions after 5 years that are made when the Depositor is 59½ years of age or oder or on account of death, disabiity, or the purchase of a home by a first-time home buyer (imited to $10,000), are not incudibe in gross income. For more information on Roth IRAs, incuding the required discosures the Custodian must give the Depositor, see Pub. 590, Individua Retirement Arrangements (IRAs). Definitions IRA Conversion Contributions. IRA Conversion Contributions are amounts roed over, transferred, or considered transferred from a non Roth IRA to a Roth IRA. A non Roth IRA is an individua retirement account or annuity described in section 408(a) or 408(b), other than a Roth IRA. Custodian. The Custodian must be a bank or savings and oan association, as defined in section 408(n), or any person who has the approva of the IRS to act as Custodian. Depositor. The Depositor is the person who estabishes the Custodia account. Specific Instructions Artice I. The Depositor may be subject to a 6% tax on excess contributions if (1) contributions to other individua retirement arrangements of the Depositor have been made for the same tax year, (2) the 3

4 Depositor s adjusted gross income exceeds the appicabe imits in Artice II for the tax year, or (3) the Depositor s and spouse s compensation is ess than the amount contributed by or on behaf of them for the tax year. The Depositor shoud see the discosure statement or Pub. 590 for more information. Artice V. This artice describes how distributions wi be made from the Roth IRA after the Depositor s death. Eections made pursuant to this artice shoud be reviewed periodicay to ensure they correspond to the Depositor s intent. Under paragraph 3 of Artice V, the Depositor s spouse is treated as the owner of the Roth IRA upon the death of the Depositor, rather than as the beneficiary. If the spouse is to be treated as the beneficiary, and not the owner, an overriding provision shoud be added to Artice IX. Artice IX. Artice IX and any that foow it may incorporate additiona provisions that are agreed to by the Depositor and Custodian to compete the agreement. They may incude, for exampe, definitions, investment powers, voting rights, excupatory provisions, amendment and termination, remova of the Custodian, Custodian s fees, state aw requirements, beginning date of distributions, accepting ony cash, treatment of excess contributions, prohibited transactions with the Depositor, etc. Attach additiona pages if necessary. RIGHT TO REVOKE YOUR ROTH IRA ACCOUNT You may revoke your Roth IRA within 7 days after you sign the Roth IRA Adoption Agreement by hand-deivering or maiing a written notice to the name and address indicated on the Roth IRA Adoption Agreement. If you revoke your account by maiing a written notice, such notice must be postmarked by the 7th day after you sign the Adoption Agreement. If you revoke your Roth IRA within the 7 day period you wi receive a refund of the entire amount of your contributions to the Roth IRA without any adjustment for earnings or any administrative expenses. If you exercise this revocation, we are sti required to report the contribution on Form 5498 (except transfers) and the revoked distribution on Form 1099-R. 4

5 Roth IRA Discosure Statement GENERAL REQUIREMENTS OF A ROTH IRA Your contributions must be made in cash, uness you are making a quaified roover or transfer contribution and the Custodian accepts non-cash roover or transfer contributions. The annua contributions you make on your behaf to a of your Roth IRAs and traditiona IRAs may not exceed the esser of 100% of your compensation or the appicabe annua doar imitation (defined beow), uness you are making a quaified roover or transfer contribution. Your reguar annua Roth IRA contributions for any taxabe year may be deposited at any time during that taxabe year and up to the due date for the fiing of your Federa income tax return for that taxabe year, no extensions. This generay means Apri 15th of the foowing year. The Custodian of your Roth IRA must be a bank, savings and oan association, credit union or a person who is approved to act in such a capacity by the Secretary of the Treasury. No portion of your Roth IRA funds may be invested in ife insurance contracts. Your interest in your Roth IRA is non forfeitabe at a times. The assets in your Roth IRA may not be comminged with other property except in a common Custodia fund or common investment fund. You may not invest the assets of your Roth IRA in coectibes (as described in Section 408(m) of the Interna Revenue Code.) A coectibe is defined as any work of art, rug or antique, meta or gem, stamp or coin, acohoic beverage, or any other tangibe persona property specified by the IRS. However, if the Custodian permits, speciay-minted US god, siver, and patinum coins and certain state-issued coins are permissibe Roth IRA investments. Beginning on 1/1/98, you may aso invest in certain god, siver, patinum or paadium buion, if the trustee or custodian permits. Such buion must be in the physica possession of the Roth IRA trustee or custodian. WHO IS ELIGIBLE TO MAKE A REGULAR ROTH IRA CONTRIBUTION? You are permitted to make reguar contributions to your Roth IRA for any taxabe year if you receive compensation for such taxabe year. Compensation incudes saaries, wages, tips, commissions, bonuses, aimony, royaties from creative efforts and earned income in the case of sef-empoyed. Members of the Armed Forces who serve in combat zones who receive compensation that is otherwise non-taxabe, are considered to have taxabe compensation for purposes of making reguar Roth IRA contributions. The amount which is permitted to be contributed depends upon your modified adjusted gross income (Modified AGI); your marita status; and your tax fiing status discussed beow. CONTRIBUTIONS TO A ROTH IRA Reguar Roth IRA Contributions - The maximum amount you may contribute for any year is the esser of 100% of your compensation or the appicabe annua doar imitation (described beow). Your actua contribution imit depends upon your marita status, tax fiing status, and your Modified AGI. Appicabe Annua Doar Limitation Tax Year Contribution Limit 2001 $2, through 2004 $3, through 2007 $4, $5, $5, $5,000 After 2008, the $5,000 annua imit wi be subject to cost-of iving increases in increments of $500, rounded to the ower increment. This means that it may take severa years beyond 2008 for the $5,000 annua imit to increase to $5,500. Catch-up Contributions - Beginning for 2002, if an individua has attained the age of 50 before the cose of the taxabe year for which an annua contribution is being made and meets the other eigibiity requirements for making reguar Roth IRA contributions, the annua Roth IRA contribution imit for that individua woud be increased as foows: Tax Year Norma Limit Additiona Catch-up Tota Contribution 2002 $3,000 $ 500 $3, $3,000 $ 500 $3, $3,000 $ 500 $3, $4,000 $ 500 $4, $4,000 $1,000 $5, $4,000 $1,000 $5, $5,000 $1,000 $6, $5,000 $1,000 $6, $5,000 $1,000 $6,000 The additiona catch-up amount for Roth IRAs is not subject to COLAs. Therefore, after 2008 when the $5,000 norma imit increases to $5,500 due to COLAs, the additiona catch-up amount wi remain at $1,000 with no further increases to the catch-up amount. Specia IRA Catch-up Contributions for Certain Section 401(k) Participants - Specia Roth IRA catch-up contributions are permitted for each of years 2007, 2008 and 2009 equa to the appicabe year s age 50 catch-up imit mutipied by 3. To be eigibe for this specia catch-up Roth IRA contribution, the individua must have been a participant in an empoyer s 401(k) pan where empoyer-matching contributions were being made at the rate of at east 50% of the participant s deferras with empoyer stock and such empoyer is in bankruptcy and is subject to an indictment or conviction. The individua is not required to be age 50 in order to take advantage of this rue. However, if the individua is age 50 or over, he or she may not contribute the age 50 catch-up amount in addition to this specia catch-up. The deadine for making such specia catch-up contributions is the norma deadine for the appicabe year. For exampe, an eigibe individua takes advantage of this rue for caendar year The norma reguar Roth IRA contribution imit for 2008 is $5,000 and the norma age 50 catch-up contribution imit for 2008 is $1,000. The eigibe individua coud contribute the $5,000 norma imit pus a specia catch-up contribution of $3,000 for a tota of $8,000. The deadine for making this contribution is the 2008 tax fiing deadine, no extensions. A reguar contributions (incuding catch-up contributions) to a Roth IRA are nondeductibe. The maximum amount you may contribute to a Roth IRA is reduced by any contributions you make to a of your traditiona IRAs for the same tax year. Modified Adjusted Gross Income - The amount of your reguar annua Roth IRA contribution depends upon your Modified Adjusted Gross Income (MAGI) for the taxabe year and your marita status. If your MAGI is beow a certain amount, you can contribute the entire contribution subject to the doar imit. If your MAGI is above a certain amount, you cannot make any reguar contribution to a Roth IRA. If your MAGI is between certain amounts, you are entited to making a partia Roth IRA contribution. You are responsibe for keeping track of your Roth IRA contributions so that you can report Roth IRA distributions on IRS Form Refer to the chart beow for the MAGI ranges. Beginning in 2007, the MAGI ranges are subject to cost-of-iving adjustments. Aso refer to IRS Pubication 590 for additiona information. 5

6 Married Participants Fiing Jointy Unmarried Participants Married Participants Fiing Separatey $150,000 - $160,000 $ 95,000 - $110,000 $0 - $10, $156,000 - $166,000 $ 99,000 - $114,000 $0 - $10, $159,000 - $169,000 $101,000 - $116,000 $0 - $10, $166,000 - $176,000 $105,000 - $120,000 $0 - $10, $167,000 - $177,000 $105,000 - $120,000 $0 - $10,000 Spousa Roth IRAs- If you and your spouse fie a joint tax return and have unequa compensation (incuding no compensation for one spouse or one spouse who chooses to be treated as receiving no compensation) you may estabish separate Roth IRAs for each spouse. The tota annua contribution imit for both Roth IRAs may not exceed 100% of the combined compensation for both spouses, but neither Roth IRA may accept more than the Appicabe Annua Doar Limitation per spouse, pus the additiona catch-up amount, if appicabe. The maximum Roth IRA contribution for the spouse is then reduced by: (1) reguar traditiona IRA contributions made on behaf of such spouse; and (2) Roth IRA contributions made on behaf of such spouse. This annua imit may be further reduced if the Modified AGI exceeds the eves discussed above. $200 Minimum Roth IRA Contribution - If you fa into any of the categories isted above, your minimum aowabe Roth IRA contribution wi be $200 unti phased out under the appropriate marita status. In other words, if your Roth IRA contribution amount cacuated under the appropriate doar amounts discussed above resuts in a contribution between $0 and $200, your permitted contribution is $200 instead of the cacuated amount. If the resut is not a mutipe of $10, round up to the nearest $10. Modified AGI - Modified AGI does not incude any conversions to a Roth IRA and incuded in income. Modified AGI is determined before deductibe traditiona IRA contributions. Effective for distributions after December 31, 2004, Modified AGI does not incude any amounts that are required minimum distributions pursuant to section 408(a)(6) ony for purposes of determining eigibiity for conversion contributions. Misceaneous Contribution Rues - Contributions are permitted after you attain age 70½, so ong as you have compensation and meet the AGI imits described above. Contributions are permitted regardess of whether you are an active participant in an empoyer-sponsored pan. Specia Rues for Quaified Reservist Distributions Quaified Reservist Distributions withdrawn from a Roth IRA are eigibe to be repaid to a Roth IRA within a 2 year period after the end of active duty. A Quaified Reservist Distribution is a distribution received from a Roth IRA by members of the Nationa Guard or reservists who are caed to active duty for a period of at east 180 days and such distribution is taken during the period of such active duty. This provision is retroactivey effective with respect to distributions after September 11, 2001, for individuas caed to active duty after September 11, The repayments are not treated as tax-free roovers. Instead, the repayments become basis in the Roth IRA. EXCESS CONTRIBUTIONS TO A ROTH IRA Generay, an excess Roth IRA contribution is any contribution which exceeds the contribution imits. Such excess amount is subject to a 6% excise tax on the principa remaining amount of the excess each year unti the excess is corrected. Method of Withdrawing Excess in a Timey Manner - This 6% excise tax may be avoided, if the excess amount pus the earnings attributabe to the excess are distributed to you by your tax fiing deadine incuding extensions for the year during which the excess contribution was made. If you decide to correct your excess in this manner, the principa amount of the excess returned to you is not taxabe; however, the earnings attributabe to the excess are taxabe to you in the year in which the contribution was made. In addition, if you are under age 59½, the earnings attributabe to the excess amount are subject to a 10% additiona income tax. This is the ony method of correcting an excess contribution that wi avoid the 6% excise tax. The earnings attributabe to an excess contribution wi aways be taxabe, even if you woud otherwise meet the definition of a quaified distribution discussed ater. Under contribution Method - If an excess is not corrected by the tax fiing deadine, incuding extensions, for the year during which the excess contribution was made, such excess contribution may be appied, on a year-by-year basis, against the annua imit for reguar Roth IRA contributions. However, in order to carry over the excess contribution and treat it as a contribution made for a subsequent year, the participant must meet the eigibiity requirements for the subsequent year. In addition, the taxpayer is subject to the 6% excise tax for the initia year and each subsequent year unti the excess is used up. CONTRIBUTION RECHARACTERIZATIONS You may be abe to recharacterize certain contributions under the foowing two different circumstances: 1. By recharacterizing a current year reguar contribution pus earnings expained in this section; or 2. By recharacterizing a conversion made to a Roth IRA by transferring the amount pus earnings back to a traditiona IRA discussed in the next section under the heading Conversion from a Traditiona IRA or an Empoyer Pan to a Roth IRA. If you decide by your tax fiing deadine (incuding extensions) of the year for which the contribution was made to transfer a current year contribution pus earnings from your traditiona IRA to a Roth IRA, no amount wi be incuded in your gross income as ong as you did not take a deduction for the amount of the contribution. You may aso recharacterize a current year contribution pus earnings from your Roth IRA to a traditiona IRA by your tax fiing deadine incuding extensions of the year for which the contribution was made. In order to recharacterize a reguar contribution from one type of IRA to another type of IRA, you must be eigibe to make a reguar contribution to the IRA to which the contribution pus earnings is recharacterized. A recharacterizations must be accompished as a direct transfer, rather than a distribution and subsequent roover. You are aso required to report recharacterizations to the IRS in accordance with the instructions to IRS Form Prior year excess contributions made to an IRA that are carried over to a subsequent year cannot be recharacterized as a current year contribution to another IRA. Ony actua contributions made for a taxabe year may be recharacterized. Any recharacterized contribution (whether a reguar contribution or a conversion) cannot be revoked after the transfer. You are required to notify both Custodians (or custodians) and to provide them with certain information in order to propery effectuate such a recharacterization. ROLLOVER ROTH IRAs Roover Contribution from Another Roth IRA - A roover contribution from another Roth IRA is any amount you receive from one Roth IRA and within 60 days ro some or a of it over into another Roth IRA. You are not required to ro over the entire amount received from the first Roth IRA. However, any taxabe amount (generay earnings) you do not ro over wi be taxed at ordinary income tax rates for Federa income tax purposes and may be subject to the 10% additiona income tax. The foowing specia rues aso appy to roovers between Roth IRAs: The roover must be competed no ater than the 60th day after the day the distribution was received by you from the first Roth IRA. However, if the reason for distribution was for quaified first time home buyer expenses and there has been a deay or canceation in the acquisition of such first home, the 60 day roover period is increased to 120 days. This 60 day roover period is aso extended in cases of disaster or casuaty beyond the reasonabe contro of the taxpayer. You may have ony one Roth IRA to Roth IRA roover during a 12 consecutive month period measured from the date you received a distribution from a Roth IRA which was roed over to another Roth IRA. (See IRS Pubication 590 for more information.) The same property you receive in a distribution from the first Roth IRA must be the same property you ro over into the second Roth IRA. For exampe, if you receive a distribution from a Roth IRA of property, such as stocks, that same stock must be the property roed over into the second Roth IRA. You are required to make an irrevocabe eection indicating that this transaction wi be treated as a roover contribution. 6