DRIEHAUS MUTUAL FUNDS

Transcription

1 DRIEHAUS MUTUAL FUNDS APPLICATION Roth Individual Retirement Account DRIEHAUS MUTUAL FUNDS Application Instructions p. 2 Roth IRA Disclosure Statement p. 4 Custodial Account Agreement p. 12 Roth IRA Application p. 20 Transfer of Assets p. 24 Rollover/Conversion Certification Form p. 26 Conversion Form (External) p. 27 Conversion Form (Internal) p. 28 Mail all applications to: DRIEHAUS MUTUAL FUNDS c/o UMB Fund Services, Inc. P.O. Box 2175 Milwaukee, WI

2 APPLICATION INSTRUCTIONS Do Not Use This Form to Establish a Coverdell ESA, SEP, Simple or Traditional IRA. How to Complete the Enclosed Forms: If you are opening a Roth IRA which will not contain contributions that have been transferred from another Roth IRA or a Traditional IRA: To establish a Roth IRA, please complete the "Application, Adoption Agreement and Beneficiary Designation" (Application). Please note that the Applicant's name must be that of an individual, not a business. If you are opening a Roth IRA for your spouse who is unemployed or earns less than you earn, a separate Application must be completed by your spouse. The maximum allowable contribution to your IRAs (Roth, deductible, and non-deductible) for each tax year is the lesser of (a) $5,000* or (b) 100% of your compensation or earnings from self-employment. If your spouse is not employed or earns less than you earn, your spouse may also contribute to a Roth IRA. The maximum contribution to your spouse s Roth IRA is the lesser of (a) $5,000* or (b) the combined compensation of both spouses, minus the dollar amount of the IRA contribution made by the compensated (or more highly compensated) spouse. The total combined contribution to each individual s IRAs (Roth, deductible, and non-deductible) cannot exceed these limits. There is a phase-out of eligibility to make a Roth IRA contribution if your adjusted gross income (AGI) is between certain levels. These limits may be adjusted from time to time by the Internal Revenue Service. Please refer to Publication 590 for current year limits. *A maximum amount of $5,000 per year for tax years 2008 and thereafter may be contributed. For individuals who have reached the age of 50 before the close of the tax year, the contribution limit is increased to $6,000 for 2008 and thereafter. For tax years after 2008, the above limits will be increased to reflect a cost-of-living adjustment, if any. The minimum initial investment per Fund is $2,000. If you are dividing your contribution between Roth IRAs for yourself and your spouse, the amounts invested per Fund in each account will be combined for the purpose of satisfying the minimum initial investment. Prospectuses for the Funds may be obtained from the Fund at (877) Please be sure to read the prospectus carefully before investing. Please be sure to read carefully the "Terms and Conditions of the Roth IRA Adoption Agreement" in Section 4 of the Application. There is a $15.00 annual custodial maintenance fee on each account per Fund. Please make checks payable to Driehaus Mutual Funds. If you are dividing your contribution between Roth IRAs for yourself and your spouse, only one check, with instructions on how to allocate the contribution between accounts, needs to be included with both Applications. 2

3 If you are opening a Roth IRA which will contain contributions which have been transferred from another Roth IRA or converted from a Traditional IRA: Please read and follow the general instructions above for establishing a Roth IRA. Be sure to note on the Application that your contribution is a transfer, a rollover from another Roth IRA, or a Conversion Roth IRA. You may not convert a Traditional IRA to a Roth IRA in any tax year in which your adjusted gross income exceeds $100,000, or if you are married and filing separately. To transfer the distribution from your current Roth IRA directly from that plan to your Roth IRA, please complete a "Transfer Authorization Form". To convert a Traditional IRA to your Driehaus Mutual Funds Roth IRA, please complete the appropriate Conversion Form. To certify that an enclosed contribution to the Roth IRA is a rollover from a Roth IRA or a converted Traditional IRA, please complete the Rollover/Conversion Certification Form. Rollovers and Conversions must be completed within 60 calendar days of the date you receive the distribution. Mail the Completed Application and Check (If Applicable) to: First Class Mail: Overnight Express: Driehaus Mutual Funds Driehaus Mutual Funds c/o UMB Fund Services, Inc. c/o UMB Fund Services, Inc. Attn: Driehaus Mutual Funds IRA Attn: Driehaus Mutual Funds IRA P.O. Box W. Galena Street Milwaukee, WI Milwaukee, WI (877)

4 ROTH INDIVIDUAL RETIREMENT ACCOUNT DISCLOSURE STATEMENT The following information is the disclosure statement required by federal tax regulations. You should read this disclosure statement, the Custodial Account Agreement, and the prospectus for the Fund in which your Driehaus Mutual Funds Roth Individual Retirement Account (Roth IRA) contributions will be invested. REVOCATION OF YOUR ROTH IRA You have the right to revoke your Driehaus Mutual Funds Roth IRA and receive the entire amount of your initial contribution by notifying UMB Bank, n.a., the Custodian of your Driehaus Mutual Funds Roth IRA, in writing within seven (7) days of establishment of your Roth IRA. If you revoke your Roth IRA within seven days, you are entitled to a return of the entire amount paid by you, without adjustment for such items as sales commission, administrative expenses, or fluctuations in market value. If you decide to revoke your Roth IRA, notice should be delivered or mailed to: First Class Mail: Overnight Express: Driehaus Mutual Funds Driehaus Mutual Funds c/o UMB Fund Services, Inc. c/o UMB Fund Services, Inc. Attn: Driehaus Mutual Funds IRA Attn: Driehaus Mutual Funds IRA P.O. Box W. Galena Street Milwaukee, WI Milwaukee, WI (877) This notice should be signed by you and include the following: 1. The date; 2. A statement that you elect to revoke your Driehaus Mutual Funds Roth IRA; 3. Your Driehaus Mutual Funds Roth IRA account number; 4. The date your Driehaus Mutual Funds Roth IRA was established; 5. Your signature and your printed or typed name. Mailed notice will be deemed given on the date that it is postmarked, if it is properly addressed and deposited either in the United States mail, first class postage prepaid, or with Internal Revenue Service (IRS) approved overnight service. This means that if you mail your notice it must be postmarked on or before the seventh day after your Driehaus Mutual Funds Roth IRA was opened. A revoked Roth IRA will be reported to the IRS and the Depositor on Forms 1099R and YOUR ROTH INDIVIDUAL RETIREMENT ACCOUNT You have opened a Driehaus Mutual Funds Roth Individual Retirement Account, which is an account for the exclusive benefit of you and your beneficiaries, created by a written instrument (the Custodial Account Agreement). The following requirements apply to your Driehaus Mutual Funds Roth IRA: 1. Contributions, transfers and rollovers may be made only in "cash" by check, draft, or other form acceptable to the Custodian; 2. The Custodian must be a bank or savings and loan association; 3. No part may be invested in life insurance contracts; 4. Your interest must be nonforfeitable; 5. The assets of the custodial account may not be mixed with other property except in a common investment fund; 4

5 6. There is no age limit for contributions as long as you have earned income; 7. Your adjusted gross income must be within the eligibility limits (discussed under Contributions below); and 8. There are no mandatory withdrawals during your lifetime. CONTRIBUTIONS Subject to the income eligibility limits the maximum allowable contribution to your IRAs (Roth, deductible, and non-deductible) each tax year is the lesser of (a) $5,000* or (b) 100% of your compensation or earnings from self-employment. If your spouse is not employed or earns less than you earn, your spouse may also contribute to a Roth IRA. The maximum contribution to your spouse s Roth IRA is the lesser of (a) $5,000 or (b) the combined compensation of both spouses, minus the dollar amount of the IRA contribution made by the compensated (or more highly compensated) spouse. The total combined contribution to each individual s IRAs (Roth, deductible, and non-deductible) cannot exceed these limits. Contributions made to SEP or SIMPLE IRAs are not taken into account for purposes of the $5,000* contribution limit. Additionally, Roth IRA contributions cannot be commingled with SEP or SIMPLE IRA contributions. Any contribution made to your Roth IRA will be treated as a contribution for the year it is received, unless the contribution is made between January 1 and April 15, and you have identified the contribution as a prior year contribution. *A maximum amount of $5,000 per year for tax years 2008 and thereafter may be contributed. For individuals who have reached the age of 50 before the close of the tax year, the contribution limit is increased to $6,000 for 2008 and thereafter. For tax years after 2008, the above limits will be increased to reflect a cost-of-living adjustment, if any. Contributions can continue to be made to a Roth IRA after you attain age 70½ as long as the requirements of earned income, set forth above, are met. There is a phase-out of eligibility to make a Roth IRA contribution if your adjusted gross income (AGI) is between certain levels. These limits may be adjusted from time to time by the Internal Revenue Service, please refer to Publication 590 for current year limits. Rollover from a Designated Roth Contribution Account Under an Employer-Sponsored Plan Amounts attributable to a participant s designated Roth contribution account under an employer s 401(k) plan or 403(b) plan are eligible to roll over into a Roth IRA as either a direct rollover or a 60-day rollover. Once the amount is rolled over to a Roth IRA it may not be rolled back to an employer s plan. The following provisions are applicable to amounts rolled over from a Designated Roth Account: 5-Year Aging and Qualified Distributions Once directly rolled over into a Roth IRA the proceeds are treated as being part of the Roth IRA for purposes of the 5-year aging requirement for a qualified distribution (see Taxation of Distributions in the Roth IRA Disclosure Statement). The Roth IRAs aging period supersedes the period of participation in the employer s plan. Effect on Ordering Rules For designated Roth contribution accounts that have been rolled over into a Roth IRA the IRA owner is responsible for tracking the rollover proceeds for purposes of determining taxable distributions from the Roth IRA. The rollovers are tracked in the following manor: If the distribution from the employer s plan is a nonqualified distribution, the Roth IRA owner adds the basis amount (contributions) to his or her other regular Roth IRA contributions, and adds the earnings to the earnings. 5

6 If the distribution from the employer s plan is a qualified distribution, the Roth IRA owner adds the entire amount of the rollover to their regular Roth IRA contributions. Partial Rollovers If a participant s eligible designated Roth account is paid to the participant and only a portion of the distribution is rolled over into a Roth IRA, the amount not rolled over is treated as first consisting of the nontaxable portion (the contributions). Thus, the amount that is rolled over is treated first as the taxable earnings. The rules regarding designated Roth rollovers to Roth IRAs are complex and you should consult IRS Publication 590 or a tax advisor prior to initiating a designated Roth rollover. Employer-Sponsored Plan Rollovers that are Not Permitted Only amounts attributable to a designated Roth contribution accounts may be rolled over from an employer-sponsored plan to a Roth IRA. However, you may roll over pre-tax amounts from an employer-sponsored plan to a Traditional IRA and then "convert" the Traditional IRA to a Roth IRA. Please consult IRS Publication 590 for additional information regarding Roth conversions or rollovers from employer-sponsored retirement plans. Special IRA Catch-up Contributions for Certain 401(k) Participants If you were a participant in an employer s 401(k) plan where employer-matching contributions were made with employer stock and such employer is in bankruptcy, you may be eligible to make special IRA catch-up contributions for 2007, 2008 and For eligibility rules and limitations refer to Publication 590 under the heading Catch-up contribution in certain employer bankruptcies. Roth Conversion IRAs You may only convert a Traditional or SEP IRA into a Conversion Roth IRA if your AGI (single or joint) does not exceed $100,000 for the tax year unless you are married and file separately. (If you are a married individual, filing a separate return, and have lived apart from your spouse for the entire year, you may be eligible to be treated as a single taxpayer.) For purposes of the conversion, neither the conversion amount nor the amount of any required minimum distribution (beginning January 1, 2000) from your Traditional IRA is included in the AGI limit of $100,000. If a distribution is converted from a Traditional IRA, i.e. deposited to your Driehaus Mutual Funds Roth IRA within 60 calendar days of receipt, the amount of the conversion distribution will be taxed as ordinary income, except that the amount of any distribution from the Traditional IRA which represents the return of non-deductible contributions is not taxed. The IRS enforces the 60-day time limit strictly. The 10% penalty for distributions under age 59½ will not apply to the amount converted if held in your Conversion Roth IRA for at least five years and certain other criteria are met. See the section on Taxation of Distributions below. Your Traditional IRA may also be converted to a Conversion Roth IRA by means of a direct transfer between the two financial institutions. A conversion is reported as a distribution from the Traditional IRA (IRS Form 1099R) and a conversion contribution to the Roth IRA (IRS Form 5498). The rules regarding conversions to Roth IRAs are complex and you should consult a competent tax advisor prior to a conversion. Employer-Sponsored Plan Conversions to Roth IRA Beginning in 2008, conversion rollovers from employer-sponsored plans, such as qualified plans and 403(b) plans, to a Roth IRA are permitted. However, to convert the employer-sponsored plan to a Roth IRA you meet certain conversion eligibility requirements. Refer to Publication 590 for limitations and requirements. Recharacterization of a Conversion (Correction Process) You may correct a conversion made in error by recharacterizing the conversion. A conversion is recharacterized by moving the conversion amount, plus allocable earnings, back to a Traditional IRA. The correction must take place prior to the due date, including extensions, for filing your federal income tax 6

7 return for the tax year in which the conversion was originally made. A recharacterized conversion may be converted back to a Roth IRA, however limitations may apply. Beginning in the year 2000, assets which have been recharacterized back to a Traditional IRA cannot be reconverted to a Roth IRA in the same tax year or within thirty days. A recharacterized conversion is reported as a distribution from the Roth IRA (IRS Form 1099R) and a recharacterization contribution to the Traditional IRA (IRS Form 5498) for the tax year in which the recharacterization occurs. The rules regarding recharacterization are complex and you should consult a competent tax advisor prior to any recharacterization or reconversion. Recharacterization forms are included and should be used for all recharacterization requests. RECHARACTERIZATION OF CONTRIBUTIONS All or part of a contribution you make to your Roth IRA, along with any allocable earnings or losses, may be recharacterized and treated as if made to your Traditional IRA on the date the contribution was originally made to your Roth IRA. All or part of a contribution you make to your Traditional IRA, may be recharacterized and treated as if made to your Roth IRA on the date the contribution was originally made to your Traditional IRA. Recharacterization of a contribution is irrevocable, and must be completed on or before the due date, including extensions, for filing your federal income tax return for the tax year in which the contribution was originally made. A recharacterized contribution is reported as a distribution from the first IRA (IRS Form 1099R) and a recharacterization contribution to the second IRA (IRS Form 5498) for the tax year in which the recharacterization occurs. The rules regarding recharacterization are complex and you should consult a competent tax advisor prior to any recharacterization. Recharacterization forms are included and should be used for all recharacterization requests. Excess Contributions Amounts contributed to your Driehaus Mutual Funds Roth IRA in excess of the allowable limit will be subject to a non-deductible excise tax of 6% for each year until the excess is used up as an allowable contribution (in a subsequent year) or returned to you. The 6% excise tax on excess contributions will not apply if the excess contribution and earnings allocable to it are distributed by the due date for your federal income tax return, including extensions. If such a distribution is made, only the earnings are considered taxable income for the tax year in which the excess was contributed to the IRA. The return of earnings may also be subject to the 10% excise tax on early distributions discussed below. An IRS Form 1099R will be issued for the year in which the distribution occurred, not the year in which the excess contribution was made. The 1099R applies to amounts removed during the period January 1 through and including the due date of your federal income tax return for the prior tax year. If you make a contribution to your Roth IRA and become ineligible to make all or part of that contribution for that tax year, up to the maximum allowable contribution, along with any allocable earnings or losses, may be recharacterized to a Traditional IRA. The recharacterization must be completed on or before the due date, including extensions, for filing your federal income tax return for the tax year in which the contribution was originally made. Recharacterized contributions are reported as a distribution from the first IRA (IRS Form 1099R) and a recharacterization to the second IRA (IRS Form 5498) for the tax year in which the recharacterization occurs. The rules regarding recharacterizations are complex and you should consult a competent tax advisor prior to recharacterizing. Recharacterization forms are included and should be used for all recharacterization requests. 7

8 INCOME TAX DEDUCTION Your contribution to a Roth IRA is not deductible on your federal income tax return. TAXATION OF DISTRIBUTIONS Any distribution, or portion of any distribution, which consists of the return of contributions you made to your Driehaus Mutual Funds Roth IRA is not subject to federal income tax. For federal income tax purposes, contributions are presumed to be withdrawn first, then conversion contributions, then earnings. The earnings on your contributions will not be subject to federal income tax when withdrawn if the assets being withdrawn have been in your Roth IRA for at least five (5) years from the first taxable year in which a contribution, including rollover and conversion contributions, was made to the Roth IRA. Additionally, any one of the following criteria must be met: 1. you are over the age of 59½, or 2. used toward the expenses of a first time home purchase up to a lifetime limit of $10,000, or 3. made because you became disabled, or 4. due to your death. The earnings portion of distributions made prior to the end of the five-year holding period, regardless of the reason, are subject to ordinary income tax plus a 10% penalty tax on early distributions. Distribution of conversion contributions prior to five years from the tax year of conversion are subject to the 10% penalty tax unless one of the exceptions listed below under Early Distributions applies, however, such distributions are not subject to ordinary income tax. Exceptions to the 10% additional tax on early distributions are described below in the section on Penalty Tax on Certain Transactions. Rollovers from one Roth IRA to another Roth IRA are permitted within the 60 calendar day period after receipt. The amount rolled over within 60 days will not be taxable. The IRS enforces the 60-day time limit strictly. Rollovers from a Roth IRA to a Traditional, Education, SEP or SIMPLE IRA are not permitted. Distributions under $10 will not be reported to you on IRS Form 1099R as allowed under IRS regulations. However, you must still report these distributions to the IRS on IRS Form 1040 as well as other forms, which may be required to properly file your tax return. PENALTY TAX ON CERTAIN TRANSACTIONS Excess Contributions If you make an excess contribution to your Roth IRA and it is not corrected on a timely basis, an excise tax of 6% is imposed on the excess amount. This tax will apply each year to any part or all of the excess, which remains in your account. Early Distributions The earnings portion of distributions made prior to the end of the five-year holding period or which fail to meet the criteria outlined above in Taxation on Distributions are subject to ordinary income taxes. The earnings portion of the distribution is also subject to the 10% penalty tax on early distributions unless one of the following exceptions applies to the distribution: 1. you are over age 59½, or 2. due to your death, or 3. made because you became disabled, or 4. used specifically for deductible medical expenses which exceed 7.5% of your adjusted gross income, or 8

9 5. used for health insurance cost due to your unemployment, or 6. used for higher education expenses defined in section 529(e)(3) of the Internal Revenue Code, or 7. used toward the expenses of a first time home purchase up to a lifetime limit of $10,000, or 8. part of a scheduled series of substantially equal payments over your life, or over the joint life expectancy of you and a beneficiary. If you request a distribution in the form of a series of substantially equal payments, and you modify the payments before 5 years have elapsed and before attaining age 59½, the penalty tax will apply retroactively to the year payments began through the year of such modification, or 9. required because of an IRS levy. The 10% penalty tax is in addition to any federal income tax that is owed at distribution. For more information on the 10% penalty tax and the exceptions listed above, consult IRS Publication 590. Required Distributions You are not required to take distributions from your Roth IRA during your lifetime. Qualified Reservist Distributions Early distributions paid to military reservists called to active duty after September 11, 2001 ( Qualified Reservist Distributions ) are eligible to be repaid to an IRA within a two-year period after the end of active duty. This provision applies to distributions made after September 11, Repayments cannot exceed the amount of your Qualified Reservist Distributions. Repayment cannot be made after the later of either the date that is two years after your active duty period ends, or August 16, The repayments are not treated as rollovers. For additional information refer to Publication 590 under the heading Qualified reservist repayments. Rollover Rules for Qualified Hurricane Distributions Qualified Hurricane Distributions are eligible to be rolled over to an IRA within a 3-year period after the eligible individual received such distribution. More information on Qualified Hurricane Distributions and other tax relief provisions applicable to affected individuals of Hurricanes Katrina, Rita or Wilma is in IRS Publication Taxpayers using these tax relief provisions must file Form 8915 with his or her Federal income tax return. DISTRIBUTION DUE TO DEATH If you have properly designated a beneficiary, the entire value of your Roth IRA must be distributed to your beneficiaries within five years after your death, unless the designated beneficiary elects in writing, no later than September 30 th of the year following the year in which you die, to take distributions over their life expectancy. Your designated beneficiary may name a subsequent beneficiary. Any subsequent beneficiaries must take distributions at least as frequently as the original designated beneficiary. If you have not properly designated a beneficiary, or all designated beneficiaries have predeceased you, then distribution upon your death will be made to your estate. If your designated beneficiary is your spouse, then he/she may elect to either treat the Roth IRA as their own or to rollover the funds into his/her own Roth IRA. Consult IRS Publication 590 for a complete discussion of rules governing distributions due to death. A Roth IRA distribution request form is available upon request and should be used to request any distribution from your Roth IRA. 9

10 PROHIBITED TRANSACTIONS If you or your beneficiary engage in any prohibited transaction (such as any sale, exchange, borrowing, or leasing of any property between you and your Roth IRA; or any other interference with the independent status of the account), the account will lose its exemption from tax and be treated as having been distributed to you. The value of the earnings on your account will be includable in your gross income. If you are under age 59½, you would also be subject to the 10% penalty tax on early distributions. If you or your beneficiary use (pledge) all or any part of your Roth IRA as security for a loan, then the portion so pledged will be treated as if distributed to you, and will be taxable to you as a nonqualified distribution, and subject to a 10% penalty tax on the taxable portion of such distribution if you have not attained age 59½ during the year which you make such a pledge. INCOME TAX WITHHOLDING All withdrawals from your Roth IRA (except the earnings attributable to a return of excess contributions) are not subject to Federal income tax withholding. ADDITIONAL INFORMATION For more detailed information, you may obtain IRS Publication 590, Individual Retirement Arrangements (IRAs) from any district office of the Internal Revenue Service or by calling TAX-FORM or Any Roth IRA transaction may have tax consequences; consult your tax advisor to obtain information about the tax consequences in connection with your particular circumstances. INFORMATION ABOUT YOUR INVESTMENTS In General IRS regulations require the Custodian to provide you with a financial projected growth of your IRA account based upon certain assumptions. A mutual fund investment involves investment risks, including possible loss of principal. In addition, growth in the value of your account is neither guaranteed nor projected due to the characteristics of a mutual fund investment. Detailed information about the shares of the mutual fund available for investment by your Driehaus Mutual Funds IRA must be furnished to you in the form of a prospectus. The method for computing and allocating annual earnings is set forth in the prospectus. (See prospectus section entitled "DIVIDENDS.") Growth in the Value of Your Roth IRA Growth in the value of your Roth IRA is neither guaranteed nor projected. The value of your Roth IRA will be computed by totaling the fair market value of the assets credited to your account. At least once a year the Custodian will send you a written report stating the current value of your Roth IRA assets. The Custodian shall disclose separately a description of: (a) the type and amount of each charge; (b) the method of computing and allocating earnings, and (c) any portion of the contribution, if any, which may be used for the purchase of life insurance. Custodian Fees The fees in connection with your Driehaus Mutual Funds Roth IRA are set forth in the Application. The Custodian may charge reasonable fees or compensation for its services and it may deduct all reasonable expenses incurred by it in the administration of your Roth IRA, including any legal, accounting, distribution, transfer, termination or other designated fees. Any charges made by the Custodian will be separately disclosed 10

11 on an attachment hereto. Such fees may be charged to you or directly to your custodial account. In addition, depending on your choice of investment vehicles, you may incur brokerage commissions attributable to the purchase or sale of assets. SCHEDULE OF FEES The Custodian will charge the following fees for servicing each IRA account per Fund: Annual maintenance fee $15.00 The annual maintenance fee will be deducted from your account unless otherwise paid by you. A maintenance fee of $12.50 will be charged on all fund accounts where a full liquidation is made unless you have already paid the Annual IRA Maintenance Fee. If the fee applies it will be deducted from the proceeds of the distribution unless the fee is paid in advance. IRS APPROVED FORM Your Driehaus Mutual Funds Roth IRA is the Internal Revenue Service's model custodial account contained in IRS Form 5305-RA. Certain additions have been made in Article IX and Article X of the form. By following this form, your Driehaus Mutual Funds Roth IRA meets the requirements of the Internal Revenue Code. However, the IRS has not endorsed the merits of the investments allowed under the Roth IRA. This form cannot be used in connection with Coverdell ESA, SEP, SIMPLE or Traditional IRAs. 11

12 CUSTODIAL ACCOUNT AGREEMENT (Under section 408A of the Internal Revenue Code - Form 5305-RA (Revised March 2002)) This Agreement is made between UMB Bank, n.a, as Custodian, (hereinafter referred to as Custodian ), Driehaus Mutual Funds (hereinafter referred to as Provider ) and the individual (hereinafter referred to as Depositor ) who signs the accompanying Adoption Agreement. If the Depositor has previously adopted this Roth Individual Retirement Custodial Account ( Roth IRA ) in any earlier form, by signature to the Adoption Agreement he or she adopts the amended IRA in the form as hereby restated. The Depositor is establishing (or adopting and amendment to) an individual retirement account (under section 408(a) of the Internal Revenue Code), also referred to as the Trust, for the exclusive benefit of the individual or his or her beneficiaries. The Custodian has given the Depositor the disclosure statement required under the Income Tax Regulations under of the Regulations. Unless the accompanying Adoption Agreement is signed by Depositor to adopt an amended and restated IRA, Depositor has made an initial cash contribution to the IRA concurrently with the execution of the Adoption Agreement. The Depositor and Custodian make the following agreement. ARTICLE I Except in the case of a rollover contribution described in section 408A(e), a recharacterized contribution described in section 408A(d)(6), or an IRA Conversion Contribution, the custodian will accept only cash contributions up to $3,000 per year for tax years 2002 through That contribution limit is increased to $4,000 for tax years 2005 through 2007 and $5,000 for 2008 and thereafter. For individuals who have reached the age of 50 before the close of the tax year, the contribution limit 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 limits will be increased to reflect a cost-of-living adjustment, if any. ARTICLE II 1. The annual contribution limit described in Article I is gradually reduced to $0 for higher income levels. For a single depositor, the annual contribution is phased out between adjusted gross income (AGI) of $95,000 and $110,000; for a married depositor filing jointly, between AGI of $150,000 and $160,000; and for a married depositor filing separately, between AGI of $0 and $10,000. In the case of a conversion, the custodian will not accept IRA Conversion Contributions in a tax year if the depositor s AGI for the tax year the funds were distributed from the other IRA exceeds $100,000 or if the depositor is married and files a separate return. Adjusted gross income is defined in section 408A(c)(3) and does not include IRA Conversion Contributions. 2. In the case of a joint return, the AGI limits in the preceding paragraph apply to the combined AGI of the depositor and his or her spouse. ARTICLE III The depositor s interest in the balance in the custodial account is nonforfeitable. ARTICLE IV 1. No part of the custodial funds may be invested in life insurance contracts, nor may the assets of the custodial account be commingled with other property except in a common trust fund or common investment fund (within the meaning of section 408(a)(5)). 12

13 2. No part of the custodial funds may be invested in collectibles (within the meaning of section 408(m)) except as otherwise permitted by section 408(m)(3), which provides an exception for certain gold, silver, and platinum coins, coins issued under the laws of any state, and certain bullion. ARTICLE V 1. If 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 will be distributed in accordance with (a) below or, if elected or there is no designated beneficiary, in accordance with (b) below: (a) The remaining interest will be distributed, starting by the end of the calendar year following the year of the depositor s death, over the designated beneficiary s remaining life expectancy as determined in the year following the death of the depositor. (b) The remaining interest will be distributed by the end of the calendar year containing the fifth anniversary of the depositor s death. 2. The minimum amount that must be distributed each year under paragraph 1(a) above is the account value at the close of business on December 31 of the preceding year divided by the life expectancy (in the single life table in Regulations section (a)(9)-9) of the designated beneficiary using the attained age of the beneficiary in the year following the year of the depositor s death and subtracting 1 from the divisor for each subsequent year. 3. If the depositor s surviving spouse is the designated beneficiary, such spouse will then be treated as the depositor. ARTICLE VI 1. The depositor agrees to provide the custodian with information necessary for the custodian to prepare any reports required under sections 408(i) and 408A(d)(3)(E), Regulations sections and , and under guidance published by the Internal Revenue Service. 2. The custodian agrees to submit reports to the Internal Revenue Service and the depositor as prescribed by the Internal Revenue Service. ARTICLE VII Notwithstanding any other articles, which may be added or incorporated, the provisions of Articles I through IV and this sentence will be controlling. Any additional articles that are not consistent with section 408A, the related regulations, and other published guidance will be invalid. ARTICLE VIII This agreement will be amended from time to time to comply with the provisions of the Code, related regulations, and other published guidance. Other amendments may be made with the consent of the persons whose signatures appear below. ARTICLE IX 1. Applicable Law: This Custodial Agreement shall be governed by the laws of the state where the Trust resides. 13

14 2. Annual Accounting: The Custodian shall, at least annually, provide the Depositor or Beneficiary (in the case of death) with an accounting of such Depositor's account. Such accounting shall be deemed to be accepted by the Depositor, if the Depositor or Beneficiary does not object in writing within 60 days after the mailing of such accounting statement. 3. Amendment: The Depositor irrevocably delegates to the Custodian the right and power to amend this Custodial Agreement. Except as hereafter provided, the Custodian will give the Depositor 30 days prior written notice of any amendment. In case of a retroactive amendment required by law, the Custodian will provide written notice to the Depositor of the amendment within 30 days after the amendment is made, or if later, by the time that notice of the amendment is required to be given under regulations or other guidance provided by the IRS. The Depositor shall be deemed to have consented to any such amendment unless the Depositor notifies the Custodian to the contrary within 30 days after notice to the Depositor and requests a distribution or transfer of the balance in the account. 4. Resignation and Removal of Custodian: (a) The Custodian may resign and appoint a successor trustee or custodian to serve under this agreement or under another governing instrument selected by the successor trustee or custodian by giving the Depositor written notice at least 30 days prior to the effective date of such resignation and appointment, which notice shall also include or be provided under separate cover a copy of such other governing instrument, if applicable, and the related disclosure statement. The Depositor shall then have 30 days from the date of such notice to either request a distribution of the entire account balance 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 balance or notify the Custodian of the designation of a different successor trustee or custodian within such 30 day period, the Depositor shall 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 shall be required to execute any written document to complete the transfer of the account to the successor trustee or custodian. The successor trustee or custodian may rely on any information, including beneficiary designations, previously provided by the Depositor to the Custodian. (b) The Depositor may at any time remove the Custodian and replace the Custodian with a successor trustee or custodian of the Depositor's choice by giving 30 days notice of such removal and replacement. The Custodian shall then deliver the assets of the account as directed by the Depositor. However, the Custodian may retain a portion of the assets of the IRA as a reserve for payment of any anticipated remaining fees and expenses, and shall pay over any remainder of this reserve to the successor trustee or custodian upon satisfaction of such fees and expenses. (c) The Custodian may resign and demand that the Depositor appoint a successor trustee or custodian of this IRA by giving the Depositor written notice at least 30 days prior to the effective date of such resignation. The Depositor shall then have 30 days from the date of such notice to designate a successor trustee or custodian, notify the Custodian 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 qualified to serve as trustee or custodian of an individual retirement account. (1) If the Depositor designates a successor trustee or custodian and provides the Custodian evidence of the successor's acceptance of appointment and qualification within such 30-day period, the Custodian shall then deliver all of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the successor trustee or custodian. (2) If the Depositor does not notify the Custodian of the appointment of a successor trustee or custodian within such 30 day period, then the Custodian may distribute all of the assets held by 14

15 the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the Depositor, outright and free of trust, and the Depositor shall be wholly responsible for the tax consequences of such distribution. In either case, the Custodian may expend any assets in the account to pay expenses of transfer (including 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 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 shall pay over any remainder of the reserve to the successor trustee or custodian or to the Depositor, as the case may be. 5. Custodian's Fees and Expenses: (a) The Depositor agrees to pay the Custodian any and all fees specified in the Custodian's current published fee schedule for establishing and maintaining this Roth IRA, including but not limited to any fees for distributions from, transfers from, and terminations of this Roth IRA. The Custodian may change its fee schedule 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 include, but are not limited to, administrative expenses, such as legal and accounting fees, and any taxes of any kind whatsoever that may be levied or assessed with respect to such account. (c) All such fees, taxes, and other administrative expenses charged to the account shall be collected 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 shall be responsible for any deficiency. (d) In the event that for any reason the Custodian is not certain as to who is entitled to receive all or part of the Custodial Funds, the Custodian reserves the right to withhold any payment from the Custodial account, to request a court ruling to determine the disposition of the Trust assets, and to charge the Trust for any expenses incurred in obtaining such legal determination. SCHEDULE OF FEES The Custodian will charge the following fees for servicing each IRA account per Fund: Annual maintenance fee $15.00 The annual maintenance fee will be deducted from your account unless otherwise paid by you. 6. Withdrawal Requests: All requests for withdrawal shall be in writing on the form provided by the Custodian. Such written notice must also contain the reason for the withdrawal and the method of distribution being requested. 7. Responsibilities: Depositor agrees that all information and instructions given to the Custodian by the Depositor is complete and accurate and that the Custodian shall not be responsible for any incomplete or inaccurate information provided by the Depositor or Depositor's beneficiary(ies). Depositor agrees to be responsible for all tax consequences arising from contributions to and distributions from this Trust Account and acknowledges that no tax advice has been provided by the Custodian. 15

16 8. Designation of Beneficiary: (a) Except as may be otherwise required by State law, in the event of the Depositor's death, the balance in the account shall be paid to the beneficiary or beneficiaries designated by the Depositor on a beneficiary designation form acceptable to and filed with the Custodian. The Depositor may change the Depositor's beneficiary or beneficiaries at any time by filing a new beneficiary designation with the Custodian. If no beneficiary designation is in effect, if none of the named beneficiaries survive the Depositor, or if the Custodian cannot locate any of the named beneficiaries after reasonable search, any balance in the account will be payable to the Depositor's estate. (b) If the Custodian permits, in the event of the Depositor's death, any beneficiary may name a subsequent beneficiary(ies) to receive the balance of the account to which such beneficiary is entitled upon the death of the original beneficiary by filing a Subsequent Beneficiary Designation Form acceptable to and filed with the Custodian. Payments to such subsequent beneficiary(ies) shall be distributed in accordance with the payment schedule applicable to the original beneficiary. In no event can any subsequent beneficiary be treated as a designated beneficiary of the Depositor. The preceding sentence shall not apply with respect to the subsequent beneficiary(ies), if any, of an original spouse beneficiary where the Depositor dies before his or her required beginning date. In this case, the original spouse beneficiary is treated as the Depositor. If the balance of the account has not been completely distributed to the original beneficiary and such beneficiary has not named a subsequent beneficiary or no named subsequent beneficiary is living on the date of the original beneficiary's death, such balance shall be payable to the estate of the original beneficiary. 9. Spousal Beneficiary Provisions: Notwithstanding the provisions of Article V paragraph 3, if the Depositor's only primary beneficiary is the surviving spouse, such spouse may elect to be treated as a non-spouse beneficiary for purposes of the provisions of Article V paragraphs 1 and 2, but including the special rule 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 able to take death distributions under the five year rule or the exception to the five year rule, including the ability to wait to begin receiving distributions over his or her single life expectancy by December 31 of the year the deceased spouse would have attained the age of 70 1/2 had he or she lived, if this date is later than the December 31 immediately following the year of death. In addition, if the surviving spouse is not the sole beneficiary of the Roth IRA, in addition to the provisions of Article V paragraphs 1 and 2, the surviving spouse beneficiary may elect to treat his or her beneficial portion of the deceased spouse's Roth IRA as his or her own Roth IRA. 10. Responsibility for Determining Eligibility for Conversion Contributions: Notwithstanding the provisions of the third sentence of Article II, the Depositor agrees to be solely responsible for determining eligibility to convert any of the Depositor's traditional IRAs to a Roth IRA. 11. Combining Regular Roth IRA Contributions with Roth Conversion Contributions: The Depositor may combine regular Roth IRA contributions in the same Roth IRA account as Roth IRA conversion contributions. The Depositor agrees to designate each deposit as either a regular Roth IRA contribution (and the tax year to which it relates) or a Roth IRA conversion contribution. The Depositor further agrees that he/she will be solely responsible for any recordkeeping of such deposits as determined or required by the Internal Revenue Service, including but not limited to, the timing, ordering and taxation of any distributions. 12. Death Benefit Default Provisions: If the Depositor dies and the beneficiary does not select a method of distribution described in Article V, paragraph 1(a) or (b) by the December 31st following the year of the Depositor's death, then distributions will be made pursuant to the single life expectancy of the Designated Beneficiary determined in accordance with IRS regulations. However, no payment will be 16

17 made until the beneficiary provides the Custodian with a proper distribution request acceptable to the Custodian and other documentation that may be required by the Custodian. A beneficiary may at any time request a complete distribution of his or her remaining interest in the Trust Account. The Custodian reserves the right to require a minimum balance in the account in order to make periodic payments from the account. 13. Transitional Rule for Determining Required Minimum Distributions for Calendar Year 2002: Unless the Custodian provides otherwise, if a beneficiary is subject to required minimum distributions for calendar year 2002, such individual may elect to apply the 1987 proposed regulations, the 2001 proposed regulations, or the 2002 final regulations in determining the amount of the 2002 required minimum. However, the Custodian, in its sole discretion, reserves the right to perform any required minimum distribution calculations through its data systems or otherwise based upon any of the three sets of regulations delineated in the previous sentence. ARTICLE X SELF-DIRECTED IRA PROVISIONS 1. Investment of Contributions: At the direction of the Depositor (or the direction of the beneficiary upon the Depositor's death) the Custodian shall invest all contributions to the account and earnings thereon in investments acceptable to the Custodian, which may include marketable securities traded on a recognized exchange or "over the counter" (excluding any securities issued by the Custodian), covered call options, certificates of deposit, and other investments to which the Custodian consents, in such amounts as are specifically selected and specified by Depositor in orders to the Custodian in such form as may be acceptable to the Custodian, without any duty to diversify and without regard to whether such property is authorized by the laws of any jurisdiction as a custodial investment. The Custodian shall be responsible 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 unclear in the opinion of the Custodian, all or a portion of the contribution may be held uninvested without liability for loss of income or appreciation, and without liability for interest pending receipt of such orders or clarification, or the contribution may be returned. The Custodian may, but need not, establish programs under which cash deposits in excess of a minimum set by it will be periodically and automatically invested in interest-bearing investment funds. The Custodian shall have no duty other than to follow the written investment directions of the Depositor, and shall be under no duty to question said instructions and shall not be liable for any investment losses sustained by the Depositor. 2. Registration: All assets of the account shall be registered in the name of the Custodian or of a suitable nominee. The same nominee may be used with respect to assets of other investors whether or not held under agreements similar to this one or in any capacity whatsoever. However, each Depositor's account shall be separate and distinct; a separate account therefor shall be maintained by the Custodian, and the assets thereof shall be held by the Custodian in individual or bulk segregation either in the Custodian's vaults 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, qualified under Section 3(38) of the Employee Retirement Income Security Act of 1974, to direct the investment of his Roth IRA. The Depositor shall notify the Custodian in writing of any such appointment by providing the Custodian a copy of the instruments appointing the Investment Advisor and evidencing the Investment Advisor's acceptance of such appointment, an acknowledgement 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 shall comply with any investment directions furnished to it by the Investment Advisor, unless and until it receives written notification from the Depositor that the Investment Advisor's appointment has been terminated. The Custodian shall have 17