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MORGAN KEEGAN CUSTODIAL ACCOUNT CLIENT AGREEMENT AND DISCLOSURE

VIEWS: 24 PAGES: 76

									                MORGAN KEEGAN
      CUSTODIAL ACCOUNT CLIENT AGREEMENT
                     AND
             DISCLOSURE STATEMENT
                     FOR
         WEALTH MANAGEMENT ACCOUNTS



                   TRADITIONAL IRA

                       ROTH IRA

                      SIMPLE IRA

                    COVERDELL ESA




              Morgan Keegan & Company, Inc.
                  Morgan Keegan Tower
                   50 North Front Street
               Memphis, Tennessee 38103

March, 2009
                                        Table of Contents

Section                                                                            Page

Traditional Individual Retirement Custodial Account Client Agreement                 1

Roth Individual Retirement Custodial Account Client Agreement                        3

SIMPLE Individual Retirement Custodial Account Client Agreement                      5

Coverdell Education Savings Custodial Account Client Agreement                       7

Terms and Conditions                                                                 9

Exhibit A   Important Tax Information                                              22

Exhibit B   Statement of Credit Terms                                              25

Exhibit C   Traditional IRA, Roth IRA, SIMPLE IRA Disclosure Statement             27

Exhibit D   Business Continuity Plan                                               43

Exhibit E   Brokerage Transactions Conducted in Regions Bank Locations             44

Exhibit F   Regions Bank Agreement for Deposits Maintained Through                 45
            Morgan Keegan

Exhibit G   Morgan Keegan’s/Regions’ Privacy Pledge to Customers                   48

Exhibit H   Amendments and Changes                                                 52

Exhibit I   Fee Based and Wrap Account Disclosures                                 53


Please read this Client Agreement and Disclosures (“Client Agreement” or “Agreement”)
carefully. If you are not willing to be bound by these terms and conditions, you should not apply
for a securities account nor should you sign the Morgan Keegan New Account Form. Your
signature on the New Account Form application acknowledges that your have read, understood,
and agreed to the terms of this Client Agreement.

Certain Exhibits as identified above may be applicable to your account. Please read all Exhibits.

PLEASE NOTE THAT SECTION FIVE OF THE TERMS AND CONDITIONS ON PAGES 9 AND 10
CONTAINS AN ARBITRATION CLAUSE THAT AFFECTS YOUR RIGHTS AS A CLIENT.

             Investments and insurance products offered through Morgan Keegan are:

                   Not FDIC Insured • May Lose Value • Have No Bank Guarantee
                     Not Insured by any Governmental Agency • Not a Deposit

Morgan Keegan may amend, change, revise, add or modify the Agreement at any time. You
understand that this Agreement cannot be modified by any verbal statements or written
amendments that you seek to make to the Agreement without written acceptance from Morgan
Keegan. Please see Exhibit H for changes to the Agreement.

To contact Morgan Keegan Customer Service, please call 800-290-2358. Please report any
unauthorized transactions in your account to this number or to the Branch Manager of the office
handling your account.
                                              Morgan Keegan
                  Traditional Individual Retirement Custodial Account Client Agreement

The depositor named on the New Account Form is establishing a traditional individual retirement account under
section 408(a) of the Internal Revenue Code to provide for his or her retirement and for the support of his or her
beneficiaries after death. Morgan Keegan & Company, Inc., the custodian, has given the depositor the disclosure
statement required by Regulations section 1.408-6. The depositor has assigned the custodial account the amount
shown on the New Account Form in cash. The depositor and the custodian make the following agreement:

                                                       ARTICLE I
Except in the case of a rollover contribution described in section 402(c), 403(a)(4), 403(b)(8), 408(d)(3), or 457(e)(16),
an employer contribution to a simplified employee pension plan as described in section 408(k), or a recharacterized
contribution described in section 408A(d)(6), the custodian will accept only cash contributions up to $3,000 per year
for tax years 2002 through 2004. That contribution limit is increased to $4,000 for tax years 2005 through 2007 and
$5,000 for 2008, 2009 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, 2009 and thereafter. For tax years after 2009, the above limits will be increased
to reflect a cost-of-living adjustment, if any.

                                                       ARTICLE II
The depositor’s interest in the balance in the custodial account is nonforfeitable.

                                                 ARTICLE III
1. No part of the custodial account 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)).

2. No part of the custodial account 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 IV
1. Notwithstanding any provision of this agreement to the contrary, the distribution of the depositor’s interest in the
custodial account shall be made in accordance with the following requirements and shall otherwise comply with
section 408(a)(6) and the regulations thereunder, the provisions of which are herein incorporated by reference.

2. The depositor’s entire interest in the custodial account must be, or begin to be, distributed not later than the
depositor’s required beginning date, April 1 following the calendar year in which the depositor reaches age 70½. By
that date, the depositor may elect, in a manner acceptable to the custodian, to have the balance in the custodial
account distributed in:
(a) A single sum or
(b) Payments over a period not longer than the life of the depositor or the joint lives of the depositor and his or her
designated beneficiary.

3. If the depositor dies before his or her entire interest is distributed to him or her, the remaining interest will be
distributed as follows:
(a) If the depositors dies on or after the required beginning date and:
(i) the designated beneficiary is the depositor’s surviving spouse, the remaining interest will be distributed over the
surviving spouse’s life expectance as determined each year until such spouse’s death, or over the period in
paragraph (a)(iii) below if longer. Any interest remaining after the spouse’s death will be distributed over such
spouse’s remaining life expectancy as determined in the year of the spouse’s death and reduced by 1 for each
subsequent year, or, if distributions are being made over the period in paragraph (a)(iii) below, over such period.
(ii) the designated beneficiary is not the depositor’s surviving spouse, the remaining interest will be distributed over
the beneficiary’s remaining life expectancy as determined in the year following the death of the depositor and reduced
by 1 for each subsequent year, or over the period in paragraph (a)(iii) below if longer.
(iii) there is no designated beneficiary, the remaining interest will be distributed over the remaining life expectancy of
the depositor as determined in the year of the depositor’s death and reduced by 1 for each subsequent year.
(b) If the depositor dies before the required beginning date, the remaining interest will be distributed in accordance
with (i) below or, if elected or there is no designated beneficiary, in accordance with (ii) below:
(i) The remaining interest will be distributed in accordance with paragraphs (a)(i) and (a)(ii) above (but not over the
period in paragraph (a)(iii), even if longer), starting by the end of the calendar year following the year of the
                                                                                                                        1
depositor’s death. If, however, the designated beneficiary is the depositor’s surviving spouse, then this distribution is
not required to begin before the end of the calendar year in which the depositor would have reached age 70½. But, in
such case, if the depositor’s surviving spouse dies before distributions are required to begin, then the remaining
interest will be distributed in accordance with (a)(ii) above (but not over the period in paragraph (a)(iii), even if longer),
over such spouse’s designated beneficiary’s life expectancy, or in accordance with (ii) below if there is no such
designated beneficiary.
(ii) The remaining interest will be distributed by the end of the calendar year containing the fifth anniversary of the
depositor’s death.

4. If the depositor dies before his or her entire interest has been distributed and if the designated beneficiary is not the
depositor’s surviving spouse, no additional contributions may be accepted in the account.

5. The minimum amount that must be distributed each year, beginning with the year containing the depositor’s
required beginning date, is known as the “required minimum distribution” and is determined as follows:
(a) The required minimum distribution under paragraph 2(b) for any year, beginning with the year the depositor
reaches age 70½, is the depositor’s account value at the close of business on December 31 of the preceding year
divided by the distribution period in the uniform lifetime table in Regulations section 1.401(a)(9)-9. However, if the
depositor’s designated beneficiary is his or her surviving spouse, the required minimum distribution for a year shall not
be more than the depositor’s account value at the close of business on December 31 of the preceding year divided by
the number in the joint and last survivor table in Regulations section 1.401(a)(9)-9. The required minimum distribution
for a year under this paragraph (a) is determined using the depositor’s (or, if applicable, the depositor and spouse’s)
attained age (or ages) in the year.
(b) The required minimum distribution under paragraphs 3(a) and 3(b)(i) for a year, beginning with the year following
the year of the depositor’s death (or the year the depositor would have reached age 70½, if applicable under
paragraph 3(b)(i)) 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 1.401(a)(9)-9) of the individual specified in such
paragraphs 3(a) and 3(b)(i).
(c) The required minimum distribution for the year the depositor reaches age 70½ can be made as late as April 1 of
the following year. The required minimum distribution for any other year must be made by the end of such year.

6. The owner of two or more traditional IRAs may satisfy the minimum distribution requirements described above by
taking from one traditional IRA the amount required to satisfy the requirement for another in accordance with the
regulations under section 408(a)(6).

                                                    ARTICLE V
1. The depositor agrees to provide the custodian with all information necessary to prepare any reports required by
section 408(i) and Regulations sections 1.408-5 and 1.408-6.

2. The custodian agrees to submit to the Internal Revenue Service (IRS) and depositor the reports prescribed by the
IRS.

                                                        ARTICLE VI
Notwithstanding any other articles which may be added or incorporated, the provisions of Articles I through III and this
sentence will be controlling. Any additional articles inconsistent with section 408(a) and the related regulations will be
invalid.

                                                 ARTICLE VII
This agreement will be amended as necessary to comply with the provisions of the Code and the related regulations.
Other amendments may be made with the consent of the persons named below.

                                                   ARTICLE VIII
Additional terms and conditions of this agreement are found beginning on page 9 of this document under the heading
“Terms and Conditions” and include an arbitration clause in section five on pages 9 and 10 that affects your rights as
a client.




2
                                             Morgan Keegan
                      Roth Individual Retirement Custodial Account Client Agreement

The depositor named on the New Account Form is establishing a Roth individual retirement account (Roth IRA) under
section 408A of the Internal Revenue Code to provide for his or her retirement and for the support of his or her
beneficiaries after death. Morgan Keegan & Company, Inc., the custodian, has given the depositor the disclosure
statement required by Regulations section 1.408-6. The depositor assigned the custodial account the amount shown
on the New Account Form. The depositor and the 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 2004. That contribution limit is increased to $4,000 for tax years 2005 through
2007 and $5,000 for 2008, 2009 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, 2009 and thereafter. For tax years after 2009, 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 $105,000 and $120,000; for
a married depositor filing jointly, between AGI of $166,000 and $176,000; 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 account 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)).

2. No part of the custodial account 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 1.401(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.




                                                                                                                           3
                                                  ARTICLE VI
1. The depositor agrees to provide the custodian with all information necessary to prepare any reports required by
sections 408(i) and 408A(d)(3)(E), Regulations sections 1.408-5 and 1.408-6, or other guidance published by the
Internal Revenue Service (IRS).

2. The custodian agrees to submit to the IRS and depositor the reports prescribed by the IRS.

                                                       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 inconsistent with section 408A, the related regulations, and other
published guidance will be invalid.

                                                 ARTICLE VIII
This agreement will be amended as necessary to comply with the provisions of the Code, the related regulations, and
other published guidance. Other amendments may be made with the consent of the persons named below.

                                                    ARTICLE IX
Additional terms and conditions of this agreement are found beginning on page 9 of this document under the heading
“Terms and Conditions” and include an arbitration clause in section five on pages 9 and 10 that affects your rights as
a client.




4
Morgan Keegan
                    SIMPLE Individual Retirement Custodial Account Client Agreement

The participant named on the New Account Form is establishing a savings incentive match plan for employees of
small employers individual retirement account (SIMPLE IRA) under sections 408(a) and 408(p) of the Internal
Revenue Code to provide for his or her retirement and for the support of his or her beneficiaries after death. Morgan
Keegan & Company, Inc., the custodian, has given the participant the disclosure statement required by Regulations
section 1.408-6. The participant and the custodian make the following agreement:

                                                     ARTICLE I
The custodian will accept cash contributions made on behalf of the participant by the participant’s employer under the
terms of a SIMPLE IRA plan described in section 408(p). In addition, the custodian will accept transfers or rollovers
from other SIMPLE IRAs of the participant. No other contributions will be accepted by the custodian.

                                                        ARTICLE II
The participant’s interest in the balance in the custodial account is nonforfeitable.

                                                 ARTICLE III
1. No part of the custodial account 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)).

2. No part of the custodial account 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 IV
1. Notwithstanding any provision of this agreement to the contrary, the distribution of the participant’s interest in the
custodial account shall be made in accordance with the following requirements and shall otherwise comply with
section 408(a)(6) and the regulations thereunder, the provisions of which are herein incorporated by reference.

2. The participant’s entire interest in the custodial account must be, or begin to be, distributed not later than the
participant’s required beginning date, April 1 following the calendar year in which the participant reaches age 70½. By
that date, the participant may elect, in a manner acceptable to the custodian, to have the balance in the custodial
account distributed in:
(a) A single sum or
(b) Payments over a period not longer than the life of the participant or the joint lives of the participant and his or her
designated beneficiary.

3. If the participant dies before his or her entire interest is distributed to him or her, the remaining interest will be
distributed as follows:
(a) If the participant dies on or after the required beginning date and:
(i) the designated beneficiary is the participant’s surviving spouse, the remaining interest will be distributed over the
surviving spouse’s life expectance as determined each year until such spouse’s death, or over the period in
paragraph (a)(iii) below if longer. Any interest remaining after the spouse’s death will be distributed over such
spouse’s remaining life expectancy as determined in the year of the spouse’s death and reduced by 1 for each
subsequent year, or, if distributions are being made over the period in paragraph (a)(iii) below, over such period.
(ii) the designated beneficiary is not the participant’s surviving spouse, the remaining interest will be distributed over
the beneficiary’s remaining life expectancy as determined in the year following the death of the participant and
reduced by 1 for each subsequent year, or over the period in paragraph (a)(iii) below if longer.
(iii) there is no designated beneficiary, the remaining interest will be distributed over the remaining life expectancy of
the participant as determined in the year of the participant’s death and reduced by 1 for each subsequent year.
(b) If the participant dies before the required beginning date, the remaining interest will be distributed in accordance
with (i) below or, if elected or there is no designated beneficiary, in accordance with (ii) below:
(i) The remaining interest will be distributed in accordance with paragraphs (a)(i) and (a)(ii) above (but not over the
period in paragraph (a)(iii), even if longer), starting by the end of the calendar year following the year of the
participant’s death. If, however, the designated beneficiary is the participant’s surviving spouse, then this distribution
is not required to begin before the end of the calendar year in which the participant would have reached age 70½.
But, in such case, if the participant’s surviving spouse dies before distributions are required to begin, then the
remaining interest will be distributed in accordance with (a)(ii) above (but not over the period in paragraph (a)(iii), even


                                                                                                                          5
if longer), over such spouse’s designated beneficiary’s life expectancy, or in accordance with (ii) below if there is no
such designated beneficiary.
(ii) The remaining interest will be distributed by the end of the calendar year containing the fifth anniversary of the
participant’s death.

4. If the participant dies before his or her entire interest has been distributed and if the designated beneficiary is not
the participant’s surviving spouse, no additional contributions may be accepted in the account.

5. The minimum amount that must be distributed each year, beginning with the year containing the participant’s
required beginning date, is known as the “required minimum distribution” and is determined as follows:
(a) The required minimum distribution under paragraph 2(b) for any year, beginning with the year the participant
reaches age 70½, is the participant’s account value at the close of business on December 31 of the preceding year
divided by the distribution period in the uniform lifetime table in Regulations section 1.401(a)(9)-9. However, if the
participant’s designated beneficiary is his or her surviving spouse, the required minimum distribution for a year shall
not be more than the participant’s account value at the close of business on December 31 of the preceding year
divided by the number in the joint and last survivor table in Regulations section 1.401(a)(9)-9. The required minimum
distribution for a year under this paragraph (a) is determined using the participant’s (or, if applicable, the participant
and spouse’s) attained age (or ages) in the year.
(b) The required minimum distribution under paragraphs 3(a) and 3(b)(i) for a year, beginning with the year following
the year of the participant’s death (or the year the participant would have reached age 70½, if applicable under
paragraph 3(b)(i)) 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 1.401(a)(9)-9) of the individual specified in such
paragraphs 3(a) and 3(b)(i).
(c) The required minimum distribution for the year the participant reaches age 70½ can be made as late as April 1 of
the following year. The required minimum distribution for any other year must be made by the end of such year.

6. The owner of two or more traditional IRAs (other than Roth IRAs) may satisfy the minimum distribution
requirements described above by taking from one traditional IRA the amount required to satisfy the requirement for
another in accordance with the regulations under section 408(a)(6).

                                                     ARTICLE V
1. The participant agrees to provide the custodian with all information necessary to prepare any reports required by
sections 408(i) and 408(l)(2) and Regulations sections 1.408-5 and 1.408-6.

2. The custodian agrees to submit to the Internal Revenue Service (IRS) and participant the reports prescribed by the
IRS.

3. The custodian also agrees to provide the participant’s employer the summary description described in section
408(l)(2) unless this SIMPLE IRA is a transfer SIMPLE IRA.

                                                     ARTICLE VI
Notwithstanding any other articles which may be added or incorporated, the provisions of Articles I through III and this
sentence will be controlling. Any additional articles inconsistent with sections 408(a) and 408(p) and the related
regulations will be invalid.

                                                 ARTICLE VII
This agreement will be amended as necessary to comply with the provisions of the Code and the related regulations.
Other amendments may be made with the consent of the persons named below.

                                                   ARTICLE VIII
Additional terms and conditions of this agreement are found beginning on page 9 of this document under the heading
“Terms and Conditions” and include an arbitration clause in section five on pages 9 and 10 that affects your rights as
a client.




6
                                            Morgan Keegan
                    Coverdell Education Savings Custodial Account Client Agreement

The depositor named on the New Account Form is establishing a Coverdell education savings account under section
530 of the Internal Revenue Code for the benefit of the designated beneficiary exclusively to pay for the qualified
elementary, secondary, and higher education expenses, within the meaning of section 530(b)(2), or such designated
beneficiary. The depositor assigned the custodial account the amount shown on the New Account Form in cash. The
depositor and Morgan Keegan & Company, Inc., the custodian, make the following agreement:

                                                       ARTICLE I
The custodian may accept additional cash contributions provided the designated beneficiary has not attained the age
of 18 as of the date such contributions are made. Contributions by an individual contributor may be made for the tax
year of the designated beneficiary by the due date of the beneficiary’s tax return for that year (excluding extensions).
Total contributions that are not rollover contributions described in section 530(d)(5) are limited to $2,000 for the tax
year. In the case of an individual contributor, the $2,000 limitation for any year is phased out between modified
adjusted gross income (AGI) of $95,000 and $110,000. For married individuals filing jointly, the phase-out occurs
between modified AGI of $190,000 and $220,000. Modified AGI is defined in section 530(c)(2).

                                                    ARTICLE II
No part of the custodial account 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 a common investment fund (within the
meaning of section 530(b)(1)(D)).


                                                       ARTICLE III
1. Any balance to the credit of the designated beneficiary on the date on which he or she attains age 30 shall be
distributed to him or her within 30 days of such date.

2. Any balance to the credit of the designated beneficiary shall be distributed within 30 days of his or her death unless
the designated death beneficiary is a family member of the designated beneficiary and is under the age of 30 on the
date of death. In such case, that family member shall become the designated beneficiary as of the date of death.

                                                        ARTICLE IV
The depositor shall have the power to direct the custodian regarding the investment of the above-listed amount
assigned to the custodial account (including earnings thereon) in the investment choices offered by the custodian. The
responsible individual, however, shall have the power to redirect the custodian regarding the investment of such
amounts, as well as the power to direct the custodian regarding the investment of all additional contributions
(including earning thereon) to the custodial account. In the event that the responsible individual does not direct the
custodian regarding the investment of additional contributions (including earnings thereon), the initial investment
direction of the depositor also will govern all additional contributions made to the custodial account until such time as
the responsible individual otherwise directs the custodian. Unless otherwise provided in this agreement, the
responsible individual also shall have the power to direct the custodian regarding the administration, management,
and distribution of the account.


                                                      ARTICLE V
The “responsible individual” named by the depositor shall be a parent or guardian of the designated beneficiary. The
custodial account shall have only one responsible individual at any time. If the responsible individual becomes
incapacitated or dies while the designated beneficiary is a minor under state law, the successor responsible individual
shall be the person named to succeed in that capacity by the preceding responsible individual in a witnessed writing
or, if no successor is so named, the successor responsible individual shall be the designated beneficiary’s other
parent or successor guardian. At the time that the designated beneficiary attains the age of majority under state law,
the designated beneficiary becomes the responsible individual. If a family member under the age of majority under
state law becomes the designated beneficiary by reason of being a named death beneficiary, the responsible
individual shall be such designated beneficiary’s parent or guardian.

                                                      ARTICLE VI
The responsible individual may change the beneficiary designated under this agreement to another member of the
designated beneficiary’s family described in section 529(e)(2) in accordance with the custodian’s procedures.



                                                                                                                       7
                                                  ARTICLE VII
1. The depositor agrees to provide the custodian with all information necessary to prepare any reports required by
section 530(h).

2. The custodian agrees to submit to the Internal Revenue Service (IRS) and responsible individual the reports
prescribed by the IRS.

                                                        ARTICLE VIII
Notwithstanding any other articles which may be added or incorporated, the provisions of Articles I through III will be
controlling. Any additional articles inconsistent with section 530 and the related regulations will be invalid.

                                                 ARTICLE IX
This agreement will be amended as necessary to comply with the provisions of the Code and the related regulations.
Other amendments may be made with the consent of the persons named below.

                                                     ARTICLE X
Additional terms and conditions of this agreement are found beginning on page 9 of this document under the heading
“Terms and Conditions” and include an arbitration clause in section five on pages 9 and 10 that affects your rights as
a client.




8
                                              Terms and Conditions

In consideration of Morgan Keegan & Company, Inc., or any successor thereof (heretofore and hereinafter referred to
as “Morgan Keegan”), accepting, opening or maintaining one or more accounts for you, the client (whether designated
by name, number or otherwise) for the purchase, sale or carrying of securities, options, contracts relating thereto,
and/or other property (hereinafter collectively referred to as “property”), you hereby consent and agree to the
following:

1. Custom and Usage
All transactions in or for your account shall be subject to all then-applicable federal and state laws and rules and
regulations promulgated thereunder. Transactions shall also be subject to the then existing constitution, rules,
customs and usages of the exchange, market or clearinghouse, if any, where the transaction occurred. Actual
deliveries are intended on all transactions.

2. No Modification; Waiver
Except as herein provided, no provision of this agreement as printed shall in any respect be waived, modified,
amended or deleted, nor shall acceptance of this agreement and any accounts thereunder by Morgan Keegan
constitute ratification of any such changes, nor shall such acceptance prevent Morgan Keegan from asserting and
enforcing the original provisions of this agreement as printed unless such changes are expressly agreed to in a
document signed by the Manager of Morgan Keegan’s Customer Service Department.

Our failure to insist at any time upon strict compliance with any term contained in this agreement, or any delay or
failure on our part to exercise any power or right given to Morgan Keegan in this agreement shall at no time operate
as a waiver of such power or right, nor shall any single or partial exercise preclude any further exercise.

3. Customer Required to Notify Morgan Keegan of Unauthorized Trades
NO EMPLOYEE OF MORGAN KEEGAN IS AUTHORIZED TO EFFECT TRADES FOR YOU WITHOUT YOUR
EXPRESS PRIOR APPROVAL. SUCH EXPRESS PRIOR APPROVAL WILL GENERALLY BE GIVEN AT THE TIME
OF THE TRADE BUT MAY ALSO BE GRANTED EARLIER PURSUANT TO: (A) A WRITTEN GRANT OF
DISCRETIONARY AUTHORITY SIGNED BY YOU AND THE MANAGER OF MORGAN KEEGAN’S CUSTOMER
SERVICE DEPARTMENT OR HIS/HER DESIGNEE; AND/OR (B) ORAL OR WRITTEN PERMISSION FROM YOU
GIVING FLEXIBILITY TO YOUR BROKER AS THE EXACT TIME AND PRICE TO EXECUTE A TRADE. YOU
AGREE TO BRING ANY UNAUTHORIZED ACTIVITY IMMEDIATELY TO THE ATTENTION OF THE MANAGER OF
MORGAN KEEGAN’S CUSTOMER SERVICE DEPARTMENT. YOUR FAILURE TO IMMEDIATELY BRING ANY
UNAUTHORIZED ACTIVITY TO THE ATTENTION OF THE BRANCH MANAGER OF THE OFFICE HANDLING
YOUR ACCOUNT OR MANAGER OF MORGAN KEEGAN’S CUSTOMER SERVICE DEPARTMENT SHALL SERVE
TO RATIFY AND ADOPT SUCH ACTIVITY AND SHALL PRECLUDE THE UNDERSIGNED FROM THEREAFTER
CLAIMING THAT THE EMPLOYEE LACKED EXPRESS AUTHORIZATION TO EFFECT THOSE OR OTHER
TRANSACTIONS IN OR FOR YOUR ACCOUNT.

4. Duty to Examine Statements and Advise on Errors
You will carefully examine all statements, confirmations and other reports or notices upon receipt thereof from Morgan
Keegan for accuracy and consistency with your investment objectives. Morgan Keegan may deem such statements,
confirmations, reports or notices to have been accepted by you as correct and in accordance with your instructions
and investment objectives if you do not notify the Morgan Keegan Customer Service Department otherwise in writing
within ten (10) days after receipt, except in regard to transactions in options and contracts relating thereto, wherein
notice of any discrepancies must be provided within three (3) days of receipt. Such notice (and notice of non-receipt
of any such report) shall be made by you via telephone directed to Morgan Keegan’s Customer Service Department in
Memphis, Tennessee. You acknowledge that due to the nature of the markets involved, positions confirmed or
deleted in error may result in a substantial loss. CONSEQUENTLY, YOU AGREE THAT IF FOR ANY REASON YOU
FAIL TO BRING AN ERROR OR DISCREPANCY TO MORGAN KEEGAN’S ATTENTION WITHIN THE PERIODS
SPECIFIED ABOVE, ANY LOSS WOULD BE YOUR RESPONSIBILITY AND LIABILITY.

5. Arbitration
This agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement, the parties
agree as follows:
a) All parties are giving up the right to sue each other in court, including the right to a trial by jury, except as
   provided by the rules of the arbitration forum in which a claim is filed.
b) Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an
   arbitration award is very limited.


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c) The ability of the parties to obtain documents, witness statements and other discovery is generally more
   limited in arbitration than in court proceedings.
d) The arbitrators do not have to explain the reasons for their award.
e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the
   securities industry.
f) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some
   cases, a claim that is ineligible for arbitration may be brought in court.
g) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be
   incorporated into this Agreement.

You agree and, by accepting, opening or maintaining any account for you, Morgan Keegan agrees that all
controversies between you and Morgan Keegan (or any of Morgan Keegan’s present or former officers,
directors, agents, or employees and any entity owned by or owned in common with Morgan Keegan,
including its parent corporation, Regions Financial Corporation, and Regions Bank) whether arising out of
any account, transaction, the construction, performance or breach of this agreement (or any other agreement
entered into between us) or for any other cause whatsoever, shall be resolved by arbitration. Any arbitration
under this agreement shall be before the Financial Industry Regulation Authority or any arbitration forum
provided by any other securities exchange or organization of which Morgan Keegan is a member and in
accordance with the rules of such organization.

You may elect in the first instance which of the aforementioned arbitration forums will be utilized to resolve
the controversy by delivering written notification of such election to Morgan Keegan at Morgan Keegan’s
Home Office at Fifty North Front Street, Memphis, Tennessee 38103. If you fail to make such election by
notifying Morgan Keegan of such election as specified within five (5) days after receipt from Morgan Keegan
of a request to make such election, then Morgan Keegan may make such election.

This arbitration provision shall apply to any controversy or claim or issue in any controversy arising from
events that occurred prior to, on or subsequent to the execution of this arbitration agreement. The award of
the arbitrator(s), or of the majority of them, shall be final, and judgment upon the award rendered may be
entered in any court, state or federal, having jurisdiction.

Notwithstanding anything in this agreement to the contrary, no person shall bring a putative or certified class
action to arbitration nor seek to enforce any pre-dispute arbitration agreement against any person who has
initiated in court a putative class action; or who is a member of a putative class who has not opted out of the
class with respect to any claims encompassed by the putative class action until: (i) the class certification is
denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by court. Such
forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this
agreement except to the extent stated herein.

This arbitration provision will be enforced and interpreted exclusively in accordance with applicable federal
laws of the United States, including the Federal Arbitration Act.

6. Waiver of Jury Trial
If a dispute or claim is not subject to arbitration for any reason, then the dispute or claim shall be decided in a court of
competent jurisdiction without a jury. You and Morgan Keegan irrevocably waive all rights to trial by jury.

7. Rejection of Orders; Limitations on Transactions
You agree that Morgan Keegan may reject, cancel or modify any securities transactions that you have entered at any
time, for any reason and without prior notice to you. You further agree that Morgan Keegan may limit the number of
securities, options or contracts related thereto which it will place, buy, sell or hold for your account and reserves the
right to cease accepting orders for additional securities, options or contracts related thereto from you at any time.

8. Termination of Account
You acknowledge that Morgan Keegan may suspend or terminate your account at any time, for any reason and
without prior notice to you. You shall have thirty (30) days from receiving notice of termination of your account to
transfer all holdings from within your account to another broker/dealer of your choosing. Should you fail to complete
this transfer within thirty (30) days, Morgan Keegan may liquidate all holdings within your account, charge its standard
commissions in doing so, and mail you a check for any proceeds to your statement address. This may result in a
taxable event. In the event your account is liquidated, you agree to be liable for any resulting losses and costs
incurred by Morgan Keegan. You may terminate this agreement and close or transfer your account(s) at any time,
upon notice to Morgan Keegan, but you will remain responsible for any outstanding fees or obligations relating to the

10
account. This Client Agreement, and the arbitration provision herein, will continue to govern matters relating to the
account that arose before termination (whether by you or Morgan Keegan) or that may arise later.

9. Custodian Accounts; Fiduciary Accounts
If this is a custodial account, you understand that Morgan Keegan will maintain an account established under the
Uniform Gifts to Minors Act or Uniform Transfers to Minors Act for which you will act as custodian. You understand
that you represent and warrant that the assets in the account belong to the minor, that such assets will only be used
by you for the benefit of the minor and that Morgan Keegan has no responsibility to monitor your use of the assets in
the account to ensure that such assets are used for the minor’s benefit. You further understand that only one
custodian is permitted to be named on the account and that margin is not allowed in custodial accounts. As used
herein, “you” or “your” shall refer to the custodian or to the minor as the context may require.

With respect to all fiduciary accounts, you acknowledge that any person acting as a trustee, custodian or fiduciary for
the account is liable for all activity within the account and that Morgan Keegan will not review any action or inaction
taken by a trustee, custodian or fiduciary within the account to determine whether the fiduciary’s action or inaction
satisfies the standard of care applicable to such fiduciary’s handling of the account. The fiduciary agrees to indemnify
and hold harmless Morgan Keegan, its agents, affiliates and assigns from any and all claims and losses, including
reasonable attorney’s fees, it may suffer arising from any act, error or omission of the fiduciary.

10. Extraordinary Events
You understand and agree that Morgan Keegan shall not be liable for any loss caused directly or indirectly by
government restrictions, exchange or market rulings, suspension of trading, war, acts of terrorism, strikes, failure of
the mails or other communication systems, or any other conditions beyond our control. You further understand and
agree that we shall not be responsible for any damages caused by equipment failure, communications line failure,
unauthorized access, theft, systems failure, and other occurrences beyond our control.

11. Anti-Money Laundering
Morgan Keegan is firmly committed to compliance with all applicable laws, rules and regulations, including those
related to combating money laundering. You agree to provide all requested information and documents and to take
such other steps necessary to comply with the anti-money launderings laws, rules and regulations of your country of
origin, country of residence and the situs of your transaction.

Morgan Keegan's Policy for New Accounts
Federal law requires Morgan Keegan to obtain, and verify information that identifies individuals or entities that open
an account with our firm. Therefore, as part of the account opening process we will ask for a customer name, date of
birth, street address, and an identification number, such as a Taxpayer ID number. We may also request other
identifying documents that will allow us to identify and verify your account. Your cooperation is greatly appreciated.

12. Orders, Deliveries and Notices
Any orders to sell securities placed by you (except orders to sell "short" which are so designated by you and
discussed below) shall include an implied representation by you that you own the security, and if the security is not
already in Morgan Keegan’s possession at the time of the contract for sale, you agree to deliver the security
to Morgan Keegan by settlement date. Any sell order which is inadvertently accepted by Morgan Keegan in the
absence of securities long and in good deliverable form in your account will be subject, at our discretion, to
cancellation or buy-in.

Morgan Keegan shall not be required to deliver to you the same securities deposited or received, but only securities of
the same kind and amount; and Morgan Keegan shall not be required or in any way obligated to give you notice
regarding any security Morgan Keegan may hold in your account or accounts relating to 1) call for payment, 2) default
in payment of principal or interest, or 3) receivership, bankruptcy or reorganization of the issuer of any security, and
the fact that such information may be given shall not constitute a waiver of this provision.

When placing with Morgan Keegan any order to sell short, you agree to designate it as such and authorize us to mark
such order as “short.” You understand that execution of such a “short sale” is contingent on our ability to borrow the
necessary stock. When placing an order to “sell short against the box,” you understand that you will borrow the
necessary stock to make delivery on the settlement date and that your long position in such stock will be unavailable
so long as such short position remains open.




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13. Purchases of Securities
To process orders to purchase securities and/or other property, Morgan Keegan requires that your account contain
available funds equal to or greater than the purchase price of the securities or margin prior to the placement of the
order. Morgan Keegan may, in its full discretion, accept an order without sufficient funds in your account with the
understanding that payment will be submitted prior to settlement. Any order inadvertently accepted and/or executed
without sufficient funds in the account will be subject, at Morgan Keegan’s discretion, to cancellation or liquidation at
any time. You are responsible for providing prompt written notice to the Manager of Morgan Keegan’s Customer
Service Department any restrictions on your ability to purchase or sell securities and you acknowledge that Morgan
Keegan has no responsibility to comply with any such restrictions unless and until you have supplied such signed
writing notifying Morgan Keegan of the restrictions.

14. Impartial Lottery Allocation System
When Morgan Keegan holds on your behalf bonds or preferred stocks in street or bearer form which are callable, all
or in part, you agree to participate in the impartial lottery allocation system of the called securities in accordance with
the provisions of the rules of the New York Stock Exchange.

15. Control or Restricted Securities
Prior to placing an order in connection with any securities subject to Rule 144 or 145(d) of the Securities Act of 1933,
you understand and agree that you must advise Morgan Keegan of the status of the securities and furnish Morgan
Keegan with the necessary documents (including opinions of legal counsel, if requested) to clear legal transfer. You
acknowledge that there may be delays involved with the processing of control or restricted securities, and that you will
not hold Morgan Keegan liable for any losses caused directly or indirectly by such delays. Morgan Keegan may, in its
sole discretion, require that control or restricted securities not be sold or transferred until such securities clear legal
transfer. You agree to reimburse Morgan Keegan for any costs, expenses or losses suffered due to its execution of
your orders involving control or restricted stock.

16. Account Access
You understand that you can access your account in various ways, including online. You agree that Morgan Keegan
has no liability for any difficulties you encounter in accessing your account through this method.

17. Security Interest in Property
As security for the payment of all liabilities and obligations you may have to Morgan Keegan now or in the future, you
grant Morgan Keegan a general lien and security interest in the monies and property which is now (or at any time in
the future may be) in any of your accounts (held individually, jointly or otherwise) or which may at any time be in
Morgan Keegan’s possession or under its control for any purpose. In enforcing its security interest, and in addition to
the rights provided herein, Morgan Keegan shall have all the rights and remedies available to a secured party under
the Tennessee Uniform Commercial Code.

18. Loan of Customer’s Securities
Until Morgan Keegan receives written notice of revocation from you, Morgan Keegan is hereby authorized to lend to
itself as broker or to others any securities held by Morgan Keegan on margin for your account, or an account under
your control (such as an UTMA/UGMA custodial account for a minor child). In the event your securities have been
loaned by Morgan Keegan on the record date of a shareholder vote involving those securities, you agree that your
vote may be reduced to reflect the total securities loaned by Morgan Keegan.

19. Payment of Commissions, Fees and Other Indebtedness on Demand
You agree to pay on demand any balance owing with respect to any of your accounts, including, amounts owed for
purchases, margin loans, interest and commissions. Margin loans are not made for any specific term or duration but
rather are due and payable at Morgan Keegan’s discretion upon a demand for payment made to you. You agree that
Morgan Keegan may at its sole option apply payments of interest, dividends, premium and principal received on any
of the collateral, whether pursuant to the terms of such collateral or upon the sale of the collateral, to the payment of
the balance due in your accounts or pay such amounts to you.

20. Maintenance of Collateral
If you have a margin agreement, you understand that the properties in your Margin Account may be carried in Morgan
Keegan’s general loans and may be pledged or hypothecated by Morgan Keegan separately or in common with other
properties. The pledge or hypothecation by Morgan Keegan may secure Morgan Keegan’s indebtedness equal to or
greater than the amount owed to Morgan Keegan by you. You agree to deposit additional collateral, as Morgan
Keegan may in its discretion require from time to time, in the form of cash or securities in accordance with the rules
and regulations of the Federal Reserve Board, the New York Stock Exchange, other national securities exchanges,
associations or regulatory agencies under whose jurisdictions Morgan Keegan is subject, and Morgan Keegan’s own

12
minimum house margin maintenance requirements. In the event you no longer maintain a debit balance or an
indebtedness to Morgan Keegan, it is understood that Morgan Keegan will fully segregate all securities in your
accounts in Morgan Keegan’s safekeeping or control (directly or through a clearinghouse) and/or deliver them to you
upon request.

21. Interest Charges and Payments
You agree to pay interest, to the extent not prohibited by the laws of the State of Tennessee, upon all amounts
advanced and other balances due in your accounts in accordance with Morgan Keegan’s usual custom, which may
include the compounding of interest. Morgan Keegan’s custom, which may change from time to time, is set forth in the
Statement of Credit Terms section of this document. By entering into any transactions with Morgan Keegan after you
receive this document, you acknowledge that you have read and agreed to the Statement of Credit Terms (page 25)
for all past and future transactions in your account. You understand that interest on all debit balances shall be
payable on demand and that in the absence of any demand, interest shall be due on the first business day of each
interest period. Your daily net debit balance will include accrued interest that you have not paid during prior interest
periods, if any. You understand that to the extent permitted by applicable law, Morgan Keegan may charge you
interest on the unpaid interest previously added to your debit balance; that is, Morgan Keegan may charge you
compound interest. Payments of interest and principal and all other payments made by you under this agreement
shall be made to Morgan Keegan’s Home Office at Fifty North Front Street, Memphis, Tennessee 38103.

22. Liquidation of Collateral
Should you fail to make any payment or deliver any property to Morgan Keegan when due, fail to maintain in any of
your accounts with Morgan Keegan collateral of sufficient value to meet Morgan Keegan’s then-current requirements
or otherwise fail to discharge any obligation to Morgan Keegan, or should you die, or should Morgan Keegan for any
reason whatsoever deem it necessary for its protection, Morgan Keegan is hereby authorized to sell any securities or
other property in any of your accounts with Morgan Keegan or buy-in any property which any such account may be
short, or otherwise effect settlement, or cancel any outstanding orders to satisfy any such requirement or obligation.
Any such sale, purchase, settlement or cancellation may be made at Morgan Keegan’s discretion and at its prevailing
commission rates on any exchange or market where such business is transacted or at public auction or private sale
without notice to you and without advertisement, tender or demand of any kind on you, such notice, advertisement,
tender or demand being hereby expressly waived by you. Morgan Keegan may purchase any such property for its
own account or on behalf of anyone else free from right of redemption. You shall remain liable for any deficiency in
any of your accounts. You shall also be liable for any fines, assessments or other costs levied against Morgan
Keegan by any exchange, clearinghouse or regulatory authority resulting from your failure to deliver or otherwise
make available any property sold by Morgan Keegan at your direction. No tender, demand, call or notice by Morgan
Keegan shall constitute a waiver of the right to take any other action permitted hereunder at the time or in the future.
The failure of Morgan Keegan to enforce its rights under this paragraph, this agreement or any other agreement
between you and Morgan Keegan shall not act as a waiver of any such rights nor preclude Morgan Keegan from
exercising those rights thereafter.

23. Authority to Transact Business
Each of the parties who executes this agreement in a representative or fiduciary capacity represents and warrants to
Morgan Keegan that he/she has the requisite authority to enter into and operate under this agreement on behalf of
his/her principal, and for the risk and in the name of the principal. If this agreement is signed in a representative
capacity by more than one person, and unless written notice to the contrary is provided to the Manager of Morgan
Keegan’s Customer Service Department prior to the transaction of any business in the account, each such person
represents and warrants that any one of them, acting alone, may buy, sell and otherwise deal in stocks, bonds,
options and other securities, listed or unlisted for present or future delivery, on margin or otherwise and to deposit
with, withdraw and receive payment or delivery in regard to said account from Morgan Keegan of money, stock,
bonds, and other negotiable instruments, securities and other property.

24. Capacity; Notice of Changed Circumstances
You represent that, unless the Manager of Morgan Keegan’s Customer Service Department has been notified in
writing to the contrary: you, if a natural person, have reached the age of majority; you are not insolvent; you are not
an employee of any securities exchange, or of any corporation of which any such exchange owns a majority of the
capital stock, or of any member of any such exchange, or of a member firm, corporation or organization registered
with any such exchange, or of a bank, trust company or insurance company or of any corporation, firm or individual
engaged in the business of dealing either as a broker or as principal in securities, bills of exchange, acceptances or
other forms of commercial paper; you are not registered with any securities exchange, association or commission; no
one except you (and any other person listed in the title of the account) has an interest in any of your accounts with
Morgan Keegan; the information provided on your completed new account form is truthful and accurate; and the
information regarding your investment objectives and financial condition are as represented on your completed new

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account form. You agree that you will promptly notify the Manager of Morgan Keegan’s Customer Service
Department in writing of any change in your circumstances affecting the foregoing representations.

25. Choice of Law
Unless otherwise set forth herein, this agreement, its enforcement and any transactions with Morgan Keegan will be
governed by the laws of the State of Tennessee and shall inure to the benefit of Morgan Keegan and its successors
or assigns, and shall be binding upon you and your executors, administrators, personal representatives, successors,
heirs and assigns.

26. Oral Instructions
You agree that Morgan Keegan shall incur no liability in acting upon oral instructions given to Morgan Keegan
concerning your account(s), provided such instructions reasonably appear to be genuine.

27. Nominee Name, Liability of Independent Contractors
Unless otherwise specified by you, Morgan Keegan is authorized to enter orders from you on a principal or agency
basis in its name on any exchange or other market or place where such business may be transacted for your account
and risk. Additionally, Morgan Keegan is authorized to hold securities for your benefit in its nominee name. You
hereby authorize Morgan Keegan to employ agents on your behalf. The identity of any such agent so employed by
Morgan Keegan on your behalf shall be disclosed to you upon request. Morgan Keegan shall have no liability to you
for the errors and omissions of independent contractors; provided, however, in any controversy between you and such
independent contractor, Morgan Keegan shall provide to you, without expense to you, such records regarding the
transaction as Morgan Keegan has in its possession.

28. Default of Exchange
Morgan Keegan shall not be liable to you for any default by a market or exchange, including one on which you may
have conducted or attempted to conduct a transaction. You understand that exchanges may change terms, rules and
procedures which may affect markets adversely; the exchange may also default on a duty to pay its obligation or may
be unable to take or make delivery of positions traded thereon.

29. Morgan Keegan Recommendations as Opinions
You understand and agree that recommendation of a security by Morgan Keegan or its employees deal with future
events and developments that cannot be predicted with certainty and are therefore merely opinions.

30. No Duty to Monitor Portfolio
While Morgan Keegan must have a reasonable basis for any securities transaction it recommends, you acknowledge
that Morgan Keegan has no obligation thereafter (discretionary accounts excepted) to monitor and/or to report
developments concerning the securities, options or contracts related thereto in your account or to recommend a
particular course of action regarding such securities, options or contracts related thereto. You acknowledge and
agree that it is your responsibility to remain informed about the securities, options or contracts related thereto in your
account.

31. Inconsistent Recommendations Possible; Trades Create Commissions
Morgan Keegan may from time to time make recommendations concerning the advisability of buying, selling or
holding securities, options or contracts relating thereto, or employing a trading method or program. The market
activities of Morgan Keegan or any of its officers, directors, employees, customers or shareholders may be
inconsistent with the recommendations of Morgan Keegan to you.

Morgan Keegan is in the business of providing securities account services, many of which result in the generation of
brokerage commissions. If you elect to follow a trading program or otherwise execute trades, such activity will result
in a greater amount of commissions being generated in your account than if you simply buy and hold securities.

32. Commissions, Fees and Charges
You agree that commissions and fees will be charged to your account in accordance with Morgan Keegan policy.
Commissions and fee amounts may be changed from time to time by Morgan Keegan without notice to you. Such
fees may include but not be limited to a service charge in the event any account produces no commission revenue in
a calendar year and a service charge for accounts transferred to other firms. You agree that in the event payment is
not made by settlement date for securities purchased in your cash account, to the extent provided by law, a late
charge may be imposed at the maximum rate of interest set forth in the Statement of Credit Terms section of this
document from the settlement date to the date of payment.



14
33. Permission to Obtain Credit Reports
You authorize Morgan Keegan to obtain information concerning your credit and business conduct as Morgan Keegan
deems such to be appropriate. Upon written request from you, credit reports in the possession of Morgan Keegan will
be provided to you, including the name and address of the consumer credit reporting agency which provided the
report.

34. Receipt of Checks; Crediting Checks When Paid
All checks from you to be credited to your account with Morgan Keegan shall be payable or endorsed to Morgan
Keegan & Company, Inc. Morgan Keegan may in its discretion (a) refuse to accept for your account checks payable
to any party other than you and (b) accept checks for collection only, which checks shall not be credited to your
account until paid.

35. Attorney’s Fees
Any expense, including costs and attorney’s fees (whether for outside or inside counsel), incurred by Morgan Keegan
in collection of a deficit from you or in enforcing Morgan Keegan’s rights under this agreement shall be borne solely by
you. In addition, you agree that Morgan Keegan will be entitled to recover any expense, including costs and
attorney’s fees (whether for inside or outside counsel), if it is the prevailing party in any arbitration or court proceeding
filed by you against Morgan Keegan.

36. Claims and Disputes Concerning Your Account
If another person or entity makes a claim against your account or any assets therein, or if we have reason to believe
there is or may be a dispute over matters, such as the ownership of the account funds or the authority to withdraw
funds from your account, we may, in our sole discretion, pay the funds into an appropriate court of law for resolution.
If we choose to pay the funds into an appropriate court of law, you agree to reimburse us for all attorney's fees and
court costs we incur. No interest will be paid by us on funds deposited with a court of law.

37. Notice Delivered to You When Mailed to Account Address
Communications directed to you at the address then appearing on your account, sent by ordinary mail or hand
delivered to such address, shall be deemed to have been personally delivered to you whether or not actually
received.

38. Notice to Morgan Keegan
Unless otherwise specified, any notice required by this agreement to be given by you to Morgan Keegan shall be
addressed to the Manager of Morgan Keegan’s Customer Service Department at Morgan Keegan’s Home Office at
Fifty North Front Street, Memphis, Tennessee 38103, or at such other address as Morgan Keegan may instruct in
writing. Questions or complaints may be directed to the Customer Service Department by calling 800-290-2358.

39. Ratification of Prior Transactions
All transactions and dealings with Morgan Keegan prior to the execution of this agreement are hereby ratified by you
and you hereby agree that all such transactions and dealings are subject to all terms and provisions of this agreement
as if they had taken place subsequent to the execution hereof.

40. Invalidity of Provision and Affecting Enforceability of Agreement
In the event any provision or clause of this agreement shall be deemed invalid, void or unenforceable for any reason,
that determination shall not affect the remainder of this agreement, which shall continue in full force and effect.

41. Acceptance of Agreement by Morgan Keegan
Except as provided in paragraph 2 with respect to modification, the acceptance, opening and maintenance of an
account for you by Morgan Keegan shall constitute acceptance of this agreement by Morgan Keegan without
signature hereon.

42. Client Authority
If this Agreement is entered into by a trustee or other fiduciary, such trustee or fiduciary represents that the execution
of this Agreement and the performance thereof is within the scope of the investment authority authorized by the
governing instrument and/or applicable laws; that such trustee of fiduciary is duly authorized to enter into this
Agreement, and that all fees, expenses and costs are properly chargeable to the Account(s); that the services
provided herein are necessary for the prudent administration of the Account(s) assets; and the proposed arrangement
will not violate any expense limitations or other restrictions applicable to the Account(s) assets. Such trustee or
fiduciary agrees to provide such supporting documentation as may be reasonably required by Morgan Keegan.
Except as previously disclosed to Morgan Keegan, Client warrants that any securities delivered to Morgan Keegan
are free of any lien, security interest or encumbrance, including constructive liens. If Client is a corporation, the

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signatory on behalf of such Client represents that the execution of this Agreement has been duly authorized by
appropriate corporate action and Client agrees to provide such supporting documentation as may be reasonably
required by Morgan Keegan. Client undertakes to advise Morgan Keegan of any event which might affect this
authority or the propriety of this Agreement.

If the Account(s) is subject to ERISA, the person signing this Agreement of behalf of Client acknowledges that he/she
is a “named fiduciary” with respect to the control or management of the assets of the Account(s) in accordance with
the requirements of ERISA and that he/she is independent of, and unrelated to Morgan Keegan or any of its affiliates.

Also, the asset managers of alternative investment products utilized by Morgan Keegan impose limitations or
restrictions on such authority. Alternative investment products as used herein includes but is not limited to hedge
funds, funds of hedge funds, managed futures funds, non-traded real estate investment trusts, private real estate
programs and private equity programs which may be structured as publicly and privately offered limited partnerships,
limited liability companies, business trusts and real estate investment trusts (“Alternative Investments”).

43. Joint Accounts
If this is a joint account, you agree that each of you shall have authority on behalf of this account to buy, sell and
otherwise deal in securities through Morgan Keegan as broker; to receive for the account confirmations, statements
and communications of every kind; to receive for the account and to dispose of money, securities and other property;
to make, terminate or modify for the account, agreements relating to these matters or waive any of the provisions of
such agreements; and generally to deal with Morgan Keegan as if each of you alone was the account owner, all
without notice to the other account owners. You agree that notice to any account owner shall be deemed to be notice
to all account owners. Each account owner shall be jointly and severally liable for this account.

Morgan Keegan at its option may follow the instructions of any of you concerning this account and make deliveries to
any of you of any or all securities in this account, and make payments to any of you of any or all monies in this
account as any of you may order and direct, even if such deliveries and/or payments shall be made to one of you
personally, and not for this account. Morgan Keegan shall be under no obligation to inquire into the purpose of any
such demand for delivery of securities or payment, and Morgan Keegan shall not be bound to see to the application or
disposition of the said securities and/or monies so delivered or paid to any of you individually.

In the event of the death of any of you, the survivor(s) shall immediately give Morgan Keegan written notice thereof,
and Morgan Keegan may, before or after receiving such notice, take such proceedings, require such documents,
retain such portion and/or restrict transactions in the account as Morgan Keegan may deem advisable to protect
Morgan Keegan against any tax, liability, penalty or loss under any present or future laws or otherwise. The estate of
any joint account owner who shall have died shall be liable and each survivor will be liable, jointly and severally, to
Morgan Keegan for any debt or loss in this account resulting from the completion of transactions initiated prior to
Morgan Keegan’s receipt of a written notice of such death or incurred in the liquidation of the account or the
adjustment of the interests of the respective parties.

Any taxes or other expenses becoming a lien against or being payable out of the account as the result of the death of
any joint account owner, or through the exercise by his or her estate or representatives of any rights in the account
shall be chargeable against the interest of the survivor(s) as well as against the interest of the estate of the decedent.
This provision shall not release the decedent’s estate from any liability provided for in this agreement.

     Designation of Tenancy

a) JTWROS -- Joint Tenants With Rights Of Survivorship/when one dies his or her interest passes to the survivor(s).

     In the event of the death of either or any of the joint account owners, the entire interest in the joint account shall be
     vested in the survivor(s) on the same terms and conditions as theretofore held, without in any manner releasing
     the decedent’s estate from the liability.

b) TIC -- Tenants-In-Common without rights of survivorship/when one dies, his or her interest passes to his
   or her estate.

     In the event of the death of either or any of the joint account owners, the interests in the account shall be
     determined as of the close of business on the date of death of the decedent (or on the next following business
     day if the date of death is not a business day) by reference to the owners indicated on your Morgan Keegan New
     Account Form.


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    Notwithstanding any of the foregoing, in the event of conflicting instructions from joint account owners, Morgan
    Keegan in its sole discretion and without incurring liability may do any one or more of the following: (i) select
    which instructions to follow and which to disregard; (ii) suspend all activity in the joint account and refuse to buy,
    sell or trade any securities and/or other property, and refuse to disburse any such securities and/or other property,
    except upon further written instructions signed by ALL the joint owners or by a court of competent jurisdiction; (iii)
    close the joint account and send any and all securities and/or other property by ordinary mail to the address of
    record; or (iv) file an interpleader action in any appropriate court, in which event Morgan Keegan shall be entitled
    to recover all costs including reasonable attorneys’ fees from the joint account. (You agree that filing of such an
    interpleader by us is an extraordinary event and will not be deemed a waiver of our right to arbitration under the
    Agreement.)

44. Claims and Disputes Concerning Your Account
If another person or entity makes a claim against funds in your account, or if we have reason to believe there is or
may be a dispute over matters, such as the ownership of the account or the authority to withdraw funds, we may, in
our sole discretion, (1) continue to rely on current signature cards, resolutions or other account documents, (2) honor
the competing claim upon receipt of evidence we deem satisfactory to justify such action, (3) freeze all or a part of the
funds until the dispute is resolved to our satisfaction, or (4) pay the funds into an appropriate court of law for
resolution. If we choose to pay the funds into an appropriate court of law, you agree to reimburse us for all attorney’s
fees and court costs we incur. No interest will be paid by us on funds deposited with a court of law.

45. Dormant Accounts and Abandoned Property
If we are unable to contact you and you do not initiate activity in your account for an extended period of time, which
may be defined by applicable law or regulation, we will treat the account as being dormant. Unless otherwise
prohibited by law, you agree that we may charge dormant account fees on dormant accounts in addition to regular
maintenance and other applicable fees. Unless otherwise required by law, we may not pay interest on dormant
interest-bearing accounts. Unless otherwise required by applicable law, you are not entitled to recover any such fees
or unpaid interest even after you reestablish contact with us. To protect your funds, you agree that if we have deemed
your account to be dormant, we may refuse to pay items drawn on or payable out of the account until you have
reestablished contact with us. After your account has been dormant for a certain period of time, as determined by
state law, we will transfer the balance in the account to the state as abandoned property.

46. Liens and Attachments
Following receipt by us of any notice of lien, process in attachment, garnishment, tax levy or other proceeding relating
to you or your account, whether individual or joint, we are authorized, without notice to you or any joint owner of the
account, to withhold payment of so much of the balance in the account as may be the subject of such notice or
process, and to pay such amount to the court or creditor, in accordance with applicable state or federal law, without
responsibility to you or any joint owner for such withholding or payment or for refusal to honor withdrawals or checks
made by you or any joint owner. We will not contest any such notice or process on behalf of you or any joint owner,
and may respond without regard to the ownership or original source of the funds on deposit and without requirement
that the notice or process name all of the depositors, rather than only some of them. All such notice or process is
subject to our right of setoff and security interest.

47. Beneficial Owners
Under rule 14b-1(c) of the Securities Exchange Act, Morgan Keegan is required to disclose to the issuer the name,
address, and securities position of its customers who are beneficial owners of that issuer’s securities unless the
customer objects. Client agrees to immediately notify if at any time, a previously unnamed individual obtains shares,
ownership, or control of this account.

It is further acknowledged that all individuals or companies maintaining a direct or indirect interest in this account have
and will be identified on a fully-disclosed basis and there is no other unnamed registered shareholder(s) who
maintains control or ownership of account number.

It is further acknowledged that the beneficial owner, controller, officers, directors, and/or all shareholders of the
account will indemnify and hold harmless Morgan Keegan & Company, Inc. with respect to any loss, damage, cost or
liability (including attorney’s fees, whether incurred at arbitration or trial, on appeal, or without litigation) incurred by
Morgan Keegan & Company, Inc. as a result of or in connection with any inaccurate information or misrepresentation
in the beneficial ownership and/or control of the company and/or assets in the account that is not fully disclosed to
Morgan Keegan & Company, Inc.



                                                                                                                          17
48. Sweep of Free Credit Balances
Morgan Keegan may sweep all free credit balances in your account daily into one of the cash balance investment
options as designated by you, or in the event no money market fund is designated, you authorize Morgan Keegan to
credit interest on free credit balances maintained for investment or reinvestment on your behalf. The rate of interest
paid on these balances will be published periodically by Morgan Keegan, and will vary with market conditions. The
policies and procedures governing this payment of interest can be changed at any time. You agree that no funds will
be swept or receive interest unless the minimum investment requirement is met.

49. Tax Certification
Under penalties of perjury, you certify: (i) that the number shown on the Morgan Keegan New Account Form is your
correct taxpayer identification and (ii) that you are not subject to backup withholding as a result of failure to report all
interest or dividends, or the Internal Revenue Service has notified you that you are no longer subject to backup
withholding. See the “Important Tax Information” section of this document for additional information on backup
withholding.

50. Receipt of Order Flow Payment
Client securities orders may be executed with Morgan Keegan itself, with other broker dealers, or through the
exchanges on which the securities are listed. Several of these market facilities offer automated execution services.
Morgan Keegan’s order routing among the execution facilities depends upon various factors such as the trading
characteristics of the particular security and the size of the order. The participants to whom Morgan Keegan directs
orders will execute such orders at or within the displayed national best bid or offer (“NBBO”), subject to order size and
liquidity of markets, thus providing the opportunity for best execution of both limit and market orders. Morgan Keegan
may receive additional cash remuneration, known as order flow payment, in some instances.

51. Risk of Loss Disclosures
You understand, acknowledge and agree that: (i) the account is not insured by the Federal Deposit Insurance
Corporation (FDIC); (ii) the account is not a deposit account or other obligation of, or guaranteed by, Regions
Financial Corporation or any of its banking or other affiliates; and (iii) the funds held in the account are subject to
investment risks, including possible loss of some or all of the principal amount invested. The banking affiliates of
Regions Financial Corporation may be lenders to issuers of securities that we underwrite. You should refer to
disclosure documents relating to particular securities for a discussion of any such lending relationship.

52. Indemnification
If we take any action with respect to the funds or securities in accordance with your or your agents instructions or
orders, or in accordance with this Agreement, and we incur any loss, liability, damage, cost or expense (including
reasonable attorney's fees) as a result of any claim, demand, action, suit or proceeding brought or made by any party,
you agree to indemnify and hold us harmless from and against such loss, liability, damage, cost or expense and to
reimburse us for the amount thereof.

53. Foreign Language Acknowledgment
For your convenience, you may conduct business or receive certain information, including prospectuses regarding a
limited number of investment products in a language other than English. However, you acknowledge that
documentation and most information about the securities you consider for your account will be provided for you in
English and you are responsible for the translation of this information.

54. Fees and Charges
Your account and the transactions within the account are subject to fees disclosed from time to time. These fees are
subject to change from time to time. With respect to court or administrative orders, subpoenas, summonses, tax
levies, or other legal process, unless prohibited or limited by law, you agree to pay the standard charges for research
and copying of documents and any other expenses incurred in complying, including any attorneys’ fees. You agree
that we may deduct all fees, charges and expenses, as well as charges for the purchase of checks, drafts, and other
products and services purchased by you from or through us, from your account when due without further notice. We
shall not be liable for failing to undertake any transaction because of insufficient funds available in the account
resulting from the deduction of such fees, charges and expenses. You acknowledge and agree that the charging and
collecting of these fees, charges and expenses are not interest or compensation for the use, forbearance or detention
of money. You also acknowledge and agree that we may retain or receive all or a portion of amounts paid to third-
parties for products and services purchased from or through us.




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55. Electronic Transfers – Securities
If you have any questions about electronic transfers, call Morgan Keegan's ACH Department, contact the Head of

Cashiering at 901-579-4852. You may also write to Morgan Keegan at: Morgan Keegan Attention: Customer Service
Department, 50 North Front Street Memphis, TN 38138.

Contact Morgan Keegan immediately if you think your statement or transfer receipt is incorrect or if you need more
information about a particular transfer. We must hear from you within 60 days of the date of the first document on
which the transfer in question appeared. When contacting Morgan Keegan, provide your name, your account number,
the dollar amount of the transfer in question, a description of the transfer in question, and a clear explanation
indicating why you believe it is an error or why you need more information.

If you notify us verbally, we may request that you submit your inquiry in writing within ten business days. We will
inform you of the results of our investigation within ten business days after we receive your inquiry and we will correct
any error promptly. If we need more time, however, we may take up to 45 days to investigate your inquiry. If further
investigation is required, within ten business days of your inquiry, Morgan Keegan will credit your account in the
amount of the transfer in question so that you have use of the funds during our investigation. If we ask you to submit
your inquiry in writing and we do not receive your written inquiry within ten business days, we may not credit your
account. If we decide that there was no error, we will send you a written explanation within three business days of the
completion of our investigation. You may request copies of the documents that we use in our investigation. If you
have any questions, contact Morgan Keegan's Customer Service Department at 1-800-290-2358.

56. Entire Agreement and Severability
This Agreement and any related Account documents represent the entire agreement between the parties with respect
to the services provided herein and may not be modified or amended except in writing signed by the party to be
charged. If any term or condition of this Agreement shall be held or made invalid or unenforceable to any extent or in
any application, whether by statute, rule or regulation, decision of a tribunal or otherwise, then the remainder of this
Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and
enforceable to the fullest extent and in the broadest application permitted by law. Nothing contained herein shall in
any way constitute a waiver or limitation of any rights, which Client may have under any federal securities laws, rules
or regulations.

57. Applicable Law
This Agreement shall be administered, construed and enforced in accordance with the laws of the State of Tennessee
without giving effect to the choice of law or conflict of laws provisions thereof; provided, however, that nothing herein
shall be construed in any manner inconsistent with the Investment Advisers Act of 1940, as amended (or any rule,
regulation or order promulgated thereunder), ERISA (or any rule, regulation or order of the Department of Labor
promulgated thereunder) or the investment advisory laws of any state (or any rule, regulation or order thereunder)
whose investment advisory laws apply to the relationship created under this Agreement. All transactions for the
Account(s) shall be subject to the rules and regulations of all applicable federal, state, and self-regulatory agencies or
organizations including but not limited to the Securities and Exchange Commission, Financial Industry Regulatory
Authority, Inc. and the Board of Governors of the Federal Reserve System.

58. Internal Revenue Service qualification
You are responsible for the continued qualification of your IRA under the Internal Revenue Service regulations. You
also are solely responsible for properly establishing your IRA prior to the date your first contribution is made. Morgan
Keegan may follow any instructions from you, without liability and without any duty to ascertain whether the
instructions are proper under the Internal Revenue Service Code, ERISA or under any other plan.

59. Contributions
Contributions must satisfy the deposit policies created by Morgan Keegan and may be refused at Morgan Keegan’s
discretion. Morgan Keegan may, in its discretion, limit acceptance of rollover contributions which are other than cash
to only those assets traded by Morgan Keegan. By accepting a contribution, conversion, recharacterization, transfer
or rollover contribution, Morgan Keegan does not accept any responsibility for the tax results thereof. Morgan Keegan
shall have no obligation to verify or inquire in any way into the correctness of a contribution or rollover contribution or
to determine if contribution limitations have been exceeded. You must establish and maintain records reflecting all
contribution amounts. You shall remain solely responsible for the tax results of any contribution, conversion,
recharacterization, transfer or rollover contribution, including, if applicable, any distribution pursuant to required
minimum distribution recalculations resulting from such account activity.



                                                                                                                        19
60. Marital or community property
If you reside in a marital property or community property state, and designate an entity other than your spouse to be
beneficiary of your Morgan Keegan IRA, you affirm that you have obtained the necessary waiver(s) required by your
state and have the requisite authority to name such beneficiary. By designating an entity other than your spouse to be
the beneficiary of your IRA, you affirm that your account is not subject to marital or community property claims and
that your spouse has no marital or community property interest in your account.

61. Direction of investments
You shall direct Morgan Keegan with respect to the investment of all of your contributions and earnings thereon. You
have the sole responsibility for directing the investment of all amounts in your account. In the absence of specific
direction, Morgan Keegan shall have no investment responsibility. Morgan Keegan retains the discretion to refuse to
accept an investment direction for any reason. Morgan Keegan may condition its acceptance or continued holding of
an investment to be held in or already held in your account upon the receipt of an agreement from you containing
such terms, conditions and representations and warranties as Morgan Keegan shall determine. Morgan Keegan's
decision to permit the acceptance or continued holding of any investment in the account shall constitute neither
approval of the investment merits of the investment nor a judgment as to the prudence or advisability of the
investment. Morgan Keegan reserves the absolute right to revoke its decision to permit the holding in the account of
any investment at any time and for any reason (or to condition the continued holding of an investment upon the
receipt of an agreement from you containing such terms, conditions and representations and warranties as Morgan
Keegan shall determine), and Morgan Keegan shall have no liability for any loss, damage or expense suffered or
incurred by you by reason of the revocation of Morgan Keegan's decision (or imposition of such condition).

If Morgan Keegan notifies you that it revokes its decision or that it desires to condition its prior acceptance as
aforesaid, then, within 30 days after such notice is given, you shall instruct Morgan Keegan as to the liquidation,
distribution, transfer, or other disposition of the investment to which the revocation of Morgan Keegan's decision or
conditioning applies or as to the acceptance of conditions, as applicable. If you fail to provide Morgan Keegan with
instructions or fail to satisfy the condition(s) required by Morgan Keegan within such 30-day period, you shall be
deemed to have elected to receive an in-kind distribution of such investment or, if Morgan Keegan is imposing a
condition to its continued holding of any investment and the condition solely is the payment of an additional
administration fee to Morgan Keegan, Morgan Keegan shall assess the fee against your account.

You have the sole responsibility for directing the investment in your IRA. Should any investment in your account be
subject to tax on unrelated trade or business income, you agree to provide Morgan Keegan with all necessary tax
calculations and prepared tax forms for processing the payment of your tax liability. You agree that an administrative
fee for tax payment and filing will be charged to your account in accordance with Morgan Keegan policy, and
understand that failure to provide necessary tax calculations, prepared tax forms and fee payment may result in tax
penalties accessed to your account and/or distribution of the investment from your account.

62. Distribution of benefits
You are responsible for advising Morgan Keegan, in a manner acceptable to Morgan Keegan, of the amount and
timing of all distributions from your account and for complying with the minimum distribution requirements under the
Internal Revenue Service regulations.

If you become subject to a disability, Morgan Keegan is entitled to rely on your notice of such and shall have no duty
to ascertain the fact of disability.

If you desire a distribution from your account, you shall make your request as to the amount to be distributed in a
manner acceptable to Morgan Keegan. Morgan Keegan shall be fully justified and not liable for any damage resulting
from a delay in distribution caused by your failure to make your request in a complete and timely manner and Morgan
Keegan shall be permitted to withhold the making of any distribution unless and until it determines that the request is
complete.

You agree to forgo the withholding of state income tax on distributions unless you provide Morgan Keegan with notice
to the contrary,

63. Death distribution
In the event of your death, unless your beneficiary predeceases you, disclaims his or her interest in your account or
otherwise becomes ineligible under this agreement to receive any portion of your account, the title of the assets shall
pass to your beneficiary, and your beneficiary shall then have the right to designate a beneficiary to receive any
undistributed portion of such assets upon your beneficiary’s death. No distribution shall be made to any beneficiary
unless Morgan Keegan receives written notice of your death in a form acceptable to Morgan Keegan.

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You agree to name only beneficiaries permitted by applicable law. Unless otherwise specified, if more than one
person is named as Primary Beneficiary, the Primary Beneficiary will be the person(s) who survive you, and if more
than one survives, they will share equally. If all of your Primary Beneficiaries have predeceased you or disclaimed
their interest(s) in your account in accordance with applicable law, then the person(s) named as the Contingent
Beneficiary will become the beneficiary of your account. Unless otherwise specified, the Contingent Beneficiary will be
the person(s) who survive you, and if more than one survives, they will share equally. If you fail to designate
beneficiaries, or if Morgan Keegan receives satisfactory proof that all your designated Primary and Contingent
Beneficiaries have predeceased you, then your spouse, if you are married on the date of death, or your estate if you
are not married, shall be deemed to be your beneficiary for all purposes hereunder.

You agree that any beneficiaries you designate using the term “per stirpes” shall be construed as follows: if any
primary or contingent beneficiary, as applicable, does not survive you, but leaves surviving descendants, any share
otherwise payable to such beneficiary shall instead be paid to such beneficiary’s surviving children, in equal shares.
However, if any such beneficiary’s child does not survive you, but leaves surviving descendants, any share otherwise
payable to such beneficiary’s child shall instead be paid to such beneficiary’s child’s surviving children by right of
representation. You agree that Morgan Keegan may rely upon a statement from the executor or administrator of your
estate, or a court having jurisdiction, to determine eligible beneficiaries under a per stirpes designation.

64. Substitution, resignation or removal of custodian
Morgan Keegan may substitute another person or entity in its place as successor custodian or trustee hereunder upon
at least 30 days' prior written notice to you, which successor custodian or trustee may be or may not be an affiliate of
Morgan Keegan. Morgan Keegan may resign at any time upon 30 days' prior notice in writing, and may be removed
by you at any time upon 30 days' prior written notice in a form acceptable to Morgan Keegan. Upon such resignation
or removal, you shall appoint a qualified successor trustee or custodian. Upon receipt by Morgan Keegan of written
acceptance of such appointment by the successor trustee or custodian, Morgan Keegan shall transfer and pay over to
the successor the assets of your account. Morgan Keegan is authorized, however, to reserve such sums of money as
it may deem advisable for payment of its fees, compensation, costs or expenses, or for payment of any other liabilities
constituting a charge against the assets of your account or against Morgan Keegan. Any portion of the reserve
remaining after payment of all such items shall be paid to the successor trustee or custodian.

You shall not remove Morgan Keegan until you have appointed a qualified successor trustee or custodian. In the
event Morgan Keegan resigns and you fail to appoint a qualified successor, Morgan Keegan may distribute to you all
securities and cash held in your account, or apply to any court having jurisdiction for appointment of a successor and
the costs of such a proceeding shall be treated as an expense to your account. You shall substitute another custodian
upon notification by the Commissioner of the Internal Revenue Service or his or her delegate that such substitution is
required because Morgan Keegan has failed to comply with the requirements of Treasury regulation section 1.408-
2(e) or is not keeping such records, making such returns, or rendering such statements as are required by law.

Morgan Keegan shall not be liable for the acts or omissions of its successor(s).

65. Indemnification of custodian
Morgan Keegan shall be under no duty to question any direction of you, to review any securities or other property held
in your account, or to make suggestions to you with respect to the investment, retention or disposition of any assets
held in or for your account. Morgan Keegan shall not under any circumstances be responsible for the timing, purpose
or propriety of any contribution or distribution made hereunder. Morgan Keegan shall not incur any liability or
responsibility for any tax or penalty imposed on your account by the Internal Revenue Service, nor shall Morgan
Keegan have any responsibility to notify you of your incurrence of any such tax or penalty.

Morgan Keegan shall be under no liability for any loss of any kind which may result by reason of any action taken by it
in accordance with directions of you or by reason of any failure to act because of the absence of any such directions
or by reason of action expressly permitted to be taken hereunder in the absence of your direction. You agree to
indemnify and hold Morgan Keegan harmless from any liability which may arise in the performance of Morgan
Keegan's duties under this agreement.

66. Amendment
This agreement supersedes any prior agreement between you and Morgan Keegan with respect to your account.
Morgan Keegan may amend this agreement from time to time, and retroactively, if necessary. Morgan Keegan may
amend any or all provisions of this agreement at any time without obtaining approval or consent from you, your
spouse or your beneficiaries.


                                                                                                                     21
                                                      Exhibit A
                                              Important Tax Information

Under the Interest & Dividend Tax Compliance Act of 1983 you (as a payee) are required to provide us (as payer) with
your correct Taxpayer Identification Number. If you are an individual, your Taxpayer Identification Number is your
Social Security Number. If you do not provide us with your correct Taxpayer Identification Number you may be
subject to a $50.00 penalty by the IRS and backup withholding tax, at the lawful rate from all dividends, interest and
other payments made by us to you after January 1984. Under federal income tax law, all clients are required to verify
that the Taxpayer Identification Number supplied is correct. Failure to provide verification will subject you to federal
income tax withholding, at the current lawful rate, of taxable interest, dividends, and certain other payments. If we do
not receive your signed Morgan Keegan New Account Form within thirty (30) days of the opening of your account, the
filing of your income tax return with the IRS will be necessary to retrieve any amounts withheld. By signing the
completed Morgan Keegan New Account Form for your account, you are certifying that you have provided us
with your correct Taxpayer Identification Number.

Instructions (Section references are to the Internal Revenue Code)

Highlight for Interest or Dividend Accounts Opened After December 31, 1983—Backup Withholding
You may be notified that you are subject to backup withholding under section 3406(a)(1)(C) because you have
underreported interest or dividends or you were required to but failed to file a return which would have included a
reportable interest or dividend payment.

Caution
There are other situations where you may be subject to backup withholding. Please read the instructions below
carefully.

Payees Subject To Backup Withholding
You are subject to backup withholding if:
(1) You fail to furnish your taxpayer identification number to the payer, or
(2) The Internal Revenue Service notifies the payer that you furnished an incorrect Taxpayer Identification Number,
    or
(3) You are notified that you are subject to backup withholding (under section 3406(a)(1)(C), or
(4) For an interest or dividend account opened after December 31, 1983, you fail to certify to the payer that you are
    not subject to backup withholding under (3) above, or fail to certify your Taxpayer Identification Number.

For payments other than interest or dividends, you are subject to backup withholding only if (1) or (2) above applies.

What Number to Give the Payer
Give the payer the Social Security Number or Employer Identification Number of the record owner of the account. If
the account belongs to you as an individual, give your Social Security Number. If the account is in more than one
name or is not in the name of the actual owner, see the chart on the following page for guidelines on which number to
report.

Obtaining a Number If you don’t have a Taxpayer Identification Number or you don’t know your number, obtain Form
SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at
the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. When
you get a number, submit a new Form W-9 to the payer.

Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number
    If you fail to furnish your Taxpayer Identification Number to a payer, you are subject to a penalty of $50.00 for
    each such failure unless your failure is due to reasonable cause and not due to willful neglect.

(2) Failure to Report Certain Dividend and Interest Payments
     If you fail to include any portion of an includible payment for interest, dividends, or patronage dividends in gross
     income, such failure will be treated as being due to negligence and will be subject to a penalty of 5% on
     any portion of an underpayment attributable to that failure unless there is clear and convincing evidence to
     the contrary.




22
(3) Civil Penalty for False Information With Respect to Withholding
    If you make a false statement with no reasonable basis which results in no imposition of backup with holding you
    are subject to a penalty of $500.

(4) Criminal Penalty for Falsifying Information
    Falsifying certification or affirmation may subject you to criminal penalties including fines and/or imprisonment.

Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments include the following:
   • A corporation.
   • A financial institution.
   • An organization exempt from tax under section 501(a), or an individual retirement plan.
   • The United States or any agency or instrumentality thereof.
   • A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality
       thereof.
   • A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.
   • An international organization or any agency or instrumentality thereof.
   • A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.
   • A real estate investment trust.
   • A common trust fund operated by a bank under section 584(a).
   • An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).
   • An entity registered at all times under the Investment Company Act of 1940.
   • A foreign central bank of issue.

Payments Generally Not Subject to Backup Withholding
   • Payment of dividends and patronage dividends not generally subject to backup withholding include the
      following:
   • Payments to nonresident aliens subject to withholding under section 1441.
   • Payments to partnerships not engaged in trade or business in the U.S. and which have at least one nonresident
      partner.
   • Payments of patronage dividends where the amount received is not paid in money.
   • Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the following:
   • Payments of interest on obligation issued by individuals. Note: You may be subject to backup withholding if
      this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not
      provided your correct taxpayer identification number to the payer.
   • Payments of tax-exempt interest (including exempt-interest dividends under section 852).
   • Payments described in section 6049(b)(5) to nonresident aliens.
   • Payments on tax-free covenant bonds under section 1451.
   • Payments made by certain foreign organizations.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. Because
certain payments exempt from backup withholding are nevertheless subject to information reporting, if you file Form
W-9 with the payer, furnish your Taxpayer Identification Number, write ‘exempt’ on the face of the form, and return it
to the payer. If the payments are interest, dividends, or patronage dividends, also sign and date the form.

Certain payments other than interest, dividends and patronage dividends that are not subject to information reporting
are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045; and
6050A.

Privacy Act Notice
Section 6109 requires most recipients of dividend, interest, or other payments to give Taxpayer Identification Numbers
to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be
given the numbers whether or not recipients are required to file tax returns. Beginning January 1, 1984, payers must
generally withhold taxes at the lawful rate from taxable interest, dividend, and certain other payments to a payee who
does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.




                                                                                                                         23
Guidelines for Determining the Proper Identification Number to Give the Payer
Social security numbers have nine digits separated by two hyphens: i.e., 000-00-000. Employer Identification
Numbers have nine digits separated by one hyphen: i.e., 00-0000000. The following table will help you determine the
number to give the payer.


For this type of account:                                Give the Social Security Number of:

1. An individual’s account                               The individual

2. Two or more individuals (joint account)               The actual owner of the account or, if combined
                                                         funds any one of the individuals

3. Husband and wife (joint account)                      The actual owner of the account or, if joint funds,
                                                         either person

4. Custodian account of a minor (Uniform Gift to         The minor
   Minors Act)

5. Account in the name of the guardian or                The ward, minor, or incompetent person
   committee for a ward, minor or incompetent
   person


For this type of account:                                Give the Social Security Number of:

6. a. The usual revocable savings trust account          The grantor-trustee
       (grantor is also trustee)

  b. So-called trust account that is not a legal or      The actual owner
      valid trust under State law

7. Sole proprietor account                               The owner


For this type of account:                                Give the Employer Identification Number of:

8. A valid trust, estate or pension trust                Legal entity (do not furnish the identifying number of
                                                         the personal representative or trustee unless the
                                                         legal entity itself is not designated in the account
                                                         title)

9. Corporate account                                     The corporation

10. Religious, charitable, or educational organization   The organization
    account



11. Partnership account held in the name of the          The partnership
    partnership

12. Association, club, or other tax-exempt               The organization
organization

13. A broker or registered nominee                       The broker or nominee

14. Account with the Department of Agriculture in        The public entity
    the name of a public entity (such as a State or
    local government, school district, or prison) that
    receives agricultural program payments




24
                                                     Exhibit B
                                              Statement of Credit Terms

Interest Charges in Cash Accounts
Cash accounts will be charged interest when the proceeds of a sale have been paid prior to settlement date. The
interest charge resulting would be computed as set forth below based on the number of days by which the payment
was early. Interest may also be charged in the event that securities are purchased and not paid for by the settlement
date, or if proceeds are paid to you prior to the completion of a transfer of shares which are not in “good delivery”
form.

Interest Charges in Margin and Other Accounts
The following is an explanation of our method of computing interest charges in margin and other accounts. If after
reading this you have any questions, please contact your Morgan Keegan Financial Advisor.

The Interest Period
The interest charge on the monthly statement covers the period from the beginning to the end of the statement period.
If during any interest period there is a change of interest rates in your account, separate charges will be shown on
your statement for each interest rate applied during that interest period.

Determination of Interest Rate
Your annual rate of interest will vary with the size of your average debit balance (the amount borrowed by you) and
the prime rate, in accordance with the table below. The prime rate in effect during the applicable interest period is as
published in the Wall Street Journal or otherwise quoted to Morgan Keegan by major financial institutions.


            Average Debit Balance for Interest Period:                    Annual Interest Rate:


                           Under $25,000                                  1.5% above Prime Rate


                         $25,000 to $49,999                               1.0% above Prime Rate


                         $50,000 to $99,999                               0.5% above Prime Rate


                        $100,000 to $499,999                                    Prime Rate


                          $500,000 & over                                 0.5% below Prime Rate


To determine the proper interest rate for each interest period, the average debit balance in your account will be based
on the actual number of days in which your account has a debit balance (“debit days”). Your rate of interest may
change without notice in accordance with periodic changes in the prime rate and your debit balance. When your
interest rate is changed for any other reason, you will be given at least thirty (30) days prior written notice. Any
changes of interest rates in your account during the interest period will result in separate interest charges on your
statement for each interest rate. Interest charges will be debited to your account at the end of each month.
Subsequent interest charges will be based on this increased debit balance and thus, interest will be compounded.

Calculation of Interest Charges
The annual interest rate is based on a 360-day year and is compounded on a monthly basis. The interest charge,
average debit balance and closing balance shown on your statement are based on your account considered as a
whole, that is, the balances in each account type, except the short account, are netted for interest purposes. The
interest due for the whole account will normally be charged to the margin account portion.


                                                                                                                     25
To calculate the charge for each interest rate period shown on your statement:

     • Net the balance of your account types (excluding the short account) day by day during the interest period. If
        there is a net debit for the day, you will be charged interest for that debit day.
     • Total the dollar amount of the debit days to get the debit dollars and divide the debit dollars by the debit days to
        arrive at the average debit balance shown on your statement.
     • Multiply the average debit balance by the debit days, then multiply the total by the interest rate and divide by
        360 to arrive at the interest charge.

Short Account
A credit balance in a short account (type 3) does not reduce the overall net debit balance and is not included in
interest computations. This is because such credit balances are normally used to collateralize the borrowing of stock
to make delivery against the short sale. Short sale positions are carried in a separate type of account (type 3) with a
credit balance equal to the value of the short securities which will be marked to the market periodically. This means
your account will reflect changes in the market value of such securities. Should they depreciate in value, your margin
account will be credited. Should they appreciate, your margin account will be debited.

Collateral
We reserve the right to require additional collateral for any credit extended to you at any time we deem such collateral
necessary. All securities in any account you maintain with us are held subject to a lien for any monies you may owe
us. We reserve the right to sell such securities at any time to reduce or eliminate any such debt.




26
                                                     Exhibit C
                           Traditional IRA, Roth IRA, SIMPLE IRA Disclosure Statement

This Disclosure Statement is a general description of the federal income tax law and other rules applicable to your
Morgan Keegan Traditional, Roth, SIMPLE Individual Retirement Custodial Account Agreement, as well as the New
Account Form by which you adopt this agreement (collectively referred to herein as your "IRA").

Please review the following information carefully. You should consult with your attorney, accountant or other tax
advisor as to whether an IRA is appropriate for you.

Notwithstanding anything in this Disclosure Statement to the contrary, the description herein relates only to taxable
years beginning on and after January 1, 2009. For a description of the Morgan Keegan IRA for prior taxable years,
please consult your Morgan Keegan Financial Advisor.

Right to Revoke Your IRA
You may revoke your IRA within seven days from the date your IRA is established. If you revoke your IRA, the
amount you contributed and all charges otherwise paid by you will be refunded to you. In order to revoke
your IRA, you must within the seven-day period provide to us a signed written notice specifically stating that
you wish to cancel your IRA. If you deliver your cancellation notice, the notice must be received by Morgan
Keegan’s IRA Operations Department no later than seven days from the date you establish the IRA. If you
mail your cancellation notice to us, it must be postmarked (or certified or registered, if sent by certified or
registered mail) no later than the seventh day of the cancellation period and addressed as follows:

Morgan Keegan & Company, Inc.
Attn: IRA Operations Department
Morgan Keegan Tower
Fifty N. Front Street
Memphis, Tennessee 38103

If you have any questions about canceling, please contact your Morgan Keegan Financial Advisor. A
notification mailed or delivered after the seven-day revocation period will not cause an effective revocation of
the account.

This Disclosure Statement Describes a Traditional IRA, Roth IRA, and SIMPLE IRA
The IRA to which this disclosure statement relates is a Traditional Internal Revenue Code (IRC) Section 408
IRA, Roth IRC Section 408A IRA, and a Savings Incentive Match Plan For Employees Of Small Employers
(SIMPLE) IRA that is intended to receive contributions under an employer’s SIMPLE Plan.

The investment objectives of the Morgan Keegan mutual funds or other mutual fund investments you have selected
for your IRA, if any, are explained in the applicable prospectus. You should consider these objectives and the features
of any other investment carefully to determine if they are consistent with your own planning for retirement. You should
also understand that fluctuations in market value will affect the value of your IRA, and that growth in value of your IRA
is neither guaranteed nor projected.

Contribution and Deductibility Limits
1. Definitions. For purposes of the contribution and deductibility limits discussed below, the following terms shall have
the below-described meaning:

(a) Contribution Dollar Limit. For a Traditional IRA and Roth IRA the 2009 contribution limit is $5,000 for a working
individual or spouse, or 100% of earned income, if less. For individuals age 50 or older, the IRA catch up contribution
limit is $1,000 for 2009. With this catch up provision added, the 2009 total limit is $6,000 for a working individual age
50 or older or spouse age 50 or older, or 100% of earned income, if less. The Traditional or Roth IRA contribution limit
is reduced by any contributions made to other Traditional or Roth IRAs by the same individual for the same tax year.
(Please note that, as is explained in the following paragraphs, if you or your spouse actively participate in an employer
retirement plan, the portion of your contribution dollar limit which is tax deductible may be less than your entire
contribution dollar limit, depending upon your income and your filing status.) Following 2009, the contribution limits
shall be subject to further increases for inflation.

(b) Income Limitations for Roth IRA Contributions. Unlike Traditional IRAs, there are limitations relating to your
adjusted gross income that must be met in order to contribute to a Roth IRA. The maximum annual contribution that
can be made to a Roth IRA (i.e., $5,000 for 2009 or $6,000 for 2009 if you are age 50 or older, or your compensation

                                                                                                                      27
if lower) is phased out for single taxpayers with "adjusted gross income" between $105,000 and $120,000 and, for
taxpayers filing a joint return, the maximum annual contribution to a Roth IRA is phased out when adjusted gross
income is between $166,000 and $176,000. The contribution to a Roth IRA for a married individual filing a separate
return is phased out when adjusted gross income is between $0 and $10,000.

If your adjusted gross income is within the range in which you would be entitled to a partial contribution, in order to
determine the maximum contribution applicable to you, you should subtract your actual adjusted gross income from
the maximum allowed before no contribution would be permitted (e.g., $176,000 for married, filing a joint return),
divide the remainder by $15,000 if your tax filing status is single/head of household or by $10,000 if your tax filing
status is married, filing a joint return or a qualifying widow(er) or married-filing a separate return, and then multiply by
your contribution dollar limit.

When calculating a partial contribution, you are required to round off the contribution to the next lower $10 increment.
For example, if your maximum contribution is $1,528, you are required to round that contribution down to $1,520. If
you determine that your maximum contribution is more than $0 but less than $200, then you may contribute $200.

To determine your adjusted gross income, you should first calculate your adjusted gross income by referring to IRS
Form 1040 (your annual federal income tax return). To that figure you should add: any Traditional IRA deduction;
any student loan interest deduction; any foreign earned income exclusion; any foreign housing exclusion; any interest
exclusion on U.S. savings bonds used to pay for higher education expenses; any adoption assistance program
exclusion; and any deduction for qualified tuition and related expenses. You should then subtract any income
otherwise included as a result of rolling over, transferring or converting a Traditional IRA to a Roth IRA (discussed
below under the heading "Rollovers, Transfers and Conversions").

(c) SIMPLE IRA Contributions. For a SIMPLE IRA, contributions are governed by your employer’s SIMPLE IRA plan
document. The contributions may be salary deferral contributions and/or employer contributions. Contributions under
the SIMPLE IRA plan must be made in cash and cannot exceed the maximum amount allowed under the Internal
Revenue Code (IRC). For 2009, the normal contribution dollar limit is $11,500. Individuals who are age 50 or older will
be allowed to make an additional $2,500 annual contribution to their SIMPLE IRA.

In addition, your employer may either (i) make a dollar-for-dollar match in an amount no greater than 3% of your
compensation or (ii) make a nonelective contribution on your behalf (i.e., regardless of the level of your pre-tax salary
reduction contributions) equal to 2% of your compensation. (Compensation for purposes of applying these
percentage limits is limited to $245,000 in 2009, indexed for inflation in future years).

(d) Earned Income. For Traditional and Roth IRAs, you may generally not contribute an amount in excess of your
"earned income" for the year. "Earned income" (or "compensation") is defined as wages, salaries, commissions,
bonuses, tips or professional fees and other amounts received for personal services actually rendered. It does not
include earnings from property such as interest, rents and dividends. If earned income is not includible in your taxable
income, it is not treated as earned income in determining the IRA deduction limitations. Earned income also includes
your earned income if you are self-employed (reduced by any deductible qualified plan contributions and taxable
alimony).

(e) Active Participant. Whether you or your spouse is an "active participant" in an employer retirement plan may affect
the amount of deductible contributions you may make to a Traditional IRA.

To be an "active participant" in an employer retirement plan, the employer plan must be: a plan qualified under IRC
section 401 (including a 401(k) plan); an annuity plan qualified under IRC section 403(a); a Simplified Employee
Pension plan (SEP); a SIMPLE plan; a retirement plan established for employees of the United States, a state, or a
political subdivision, or by a government agency or instrumentality (e.g., a 457(b) plan); an IRC section 401(c)(18)
plan funded by contributions of employees; or a tax-sheltered IRC section 403(b) annuity.

You generally are considered to be an active participant in a defined contribution retirement plan if your plan account
is allocated an employer contribution or a forfeiture in that year. You generally are considered to be an active
participant in a defined benefit retirement plan if you are not excluded under the plan's eligibility requirements during
any part of the plan year ending with or within your tax year. In these cases, you will be an active participant for a year
even if you are not yet vested in your retirement benefit under the retirement plan. Also, if you make required
contributions or voluntary employee contributions to a retirement plan, you are an active participant. In certain
retirement plans you may be an active participant even if you were employed by the employer for only part of the
year.


28
You are not considered an active participant merely because you are covered by a retirement plan for your services
as (i) an Armed Forces Reservist for less than 90 days of active service or (ii) a volunteer firefighter covered for
firefighting service by a governmental plan. Of course, if you are covered in any other retirement plan, these
exceptions do not apply.

For a Roth IRA, your active participation in an employer's retirement plan or your spouse's active participation in an
employer's retirement plan does not impact your ability to make a Roth IRA contribution.

2. Deductibility Rules for Traditional IRAs. The amount of your Traditional IRA deduction depends first on whether
you or, if married, your spouse actively participate in an employer plan. If neither you nor, if married, your spouse
actively participate in an employer retirement plan, your adjusted gross income (AGI) has no effect on the amount of
your IRA deduction. If either you or, if married, your spouse actively participate in an employer retirement plan, the
amount of your IRA deduction depends upon your AGI and your marital status. For this purpose, AGI is computed
before reduction for deductible IRA contributions. The limits on deductions for those who are (or whose spouse is) an
active participant in an employer plan are complicated and you should review the contribution limits carefully with your
tax advisor. Morgan Keegan is not responsible for computing your deduction limits.

(a) Non-Active Participant (With Non-Active Spouse, if Married). If neither you nor, if married, your spouse actively
participate in an employer retirement plan, you may deduct contributions equal to the lesser of your contribution dollar
limit (i.e., $5,000 for 2009, or $6,000 for 2009 if you are age 50 or older) or 100% of your earned income.

(b) Unmarried Active Participant. If you are an unmarried active participant in an employer retirement plan, you face
ceilings on the deductibility of your IRA contributions based on your adjusted gross income.

In the case of an unmarried active participant, the portion of the participant's contribution dollar limit (i.e., $5,000 for
2009, or $6,000 for 2009 for individuals age 50 and older) that is deductible is reduced if the participant's AGI for the
taxable year exceeds $55,000. The reduction occurs ratably until the individual's AGI for the year reaches $65,000, at
which point the deductible dollar limit is reduced to zero. These $55,000/$65,000 figures are adjusted each year for
inflation.

(c) Married Active Participant. If you are a married active participant in an employer retirement plan, you face ceilings
on the deductibility of your IRA contributions based on the adjusted gross incomes of you and, if you file jointly, your
spouse. The amount you may deduct in this case would also depend upon your filing status - that is, whether you and
your spouse file joint tax returns or separate tax returns.

(i) File Joint Returns. In the case of a married individual filing jointly who is an active participant, the reduction for the
individual begins when the couple's AGI exceeds $89,000 for the taxable year. The reduction occurs ratably until the
couple's AGI for the year reaches $109,000, at which point the deductible dollar limit is reduced to zero. These
$89,000/$109,000 figures are adjusted each year for inflation.

(ii) File Separate Returns. In the case of a married individual filing separately who is an active participant, the
reduction for the individual begins when the individual's AGI exceeds $0 for the taxable year. The reduction occurs
ratably until the individual's AGI for the year reaches $10,000, at which point the deductible dollar limit is reduced to
zero. An exception to this rule exists if the married couple files separately and they have lived apart for the entire tax
year, in which case the individual is treated for IRA deduction purposes as though he or she were unmarried.

(d) Only Spouse is an Active Participant. If you are not an active participant, but your spouse is, you face ceilings on
the deductibility of your IRA contributions based on the adjusted gross incomes of you and, if filing jointly, your
spouse. The amount you may deduct in this case would also depend upon your filing status - that is, whether you and
your spouse file joint tax returns or separate tax returns.

(i) File Joint Returns. In the case of a married individual filing jointly who is not an active participant but whose spouse
is an active participant, the reduction for the individual begins when the couple's AGI exceeds $166,000 for the
taxable year. The reduction occurs ratably until the couple's AGI for the year reaches $176,000, at which point the
deductible dollar limit is reduced to zero. These $166,000/$176,000 figures are adjusted each year for inflation.

(ii) File Separate Returns. In the case of a married individual filing separately who is not an active participant but
whose spouse is an active participant, the reduction for the individual begins when the individual's AGI exceeds $0 for
the taxable year. The reduction occurs ratably until the individual's AGI for the year reaches $10,000, at which point
the deductible dollar limit is reduced to zero. An exception to this rule exists if the married couple files separately and

                                                                                                                           29
they have lived apart for the entire tax year, in which case the individual is treated for IRA deduction purposes as
though he or she were unmarried.

3. Other Rules and Limitations for Traditional IRAs. In all of the above cases, the IRA contribution deduction limit is
subject to a $200 floor, so long as the minimum AGI does not produce a zero deduction.

For purposes of determining your deduction limit, the amount of the IRA contribution deduction limit is rounded to the
next lowest $10.

4. Designated Nondeductible Contributions for Traditional IRAs. You may, whether or not you are an active participant
in an employer plan, still make designated nondeductible contributions to an IRA. The maximum nondeductible IRA
contributions you may make is the lesser of your contribution dollar limit (i.e., $5,000 for 2009 or $6,000 for 2009 if
you are age 50 or older) or 100% of your earned income. However, if the AGI limits would reduce the amount you
may contribute and deduct to your IRA, the limits may also reduce your nondeductible IRA contribution limit. The
maximum nondeductible IRA contribution for those whose AGI limits their deductible IRA contribution is the excess of:
(1) the lesser of the contribution dollar limit (i.e., $5,000 for 2009 or $6,000 for 2009 for individuals age 50 or older) or
100% of earned income; over (2) the lesser of the individual's maximum deductible dollar limit, as reduced by the
phase-out formula, or 100% of earned income.

The major advantage of nondeductible contributions is that the earnings on nondeductible contributions are not taxed
until ultimately distributed to you. You may make both deductible and nondeductible Traditional IRA contributions, but
the combined maximum contribution limit is still the lesser of your contribution dollar limit (i.e., $5,000 for 2009 or
$6,000 for 2009 if you are age 50 or older) or 100% of earned income, as described above. Please note that making
designated nondeductible contributions imposes calculation and record keeping responsibilities on you as the
contributor, including the filing of a Form 8606. If you overstate the amount of your nondeductible contributions, you
may be subject to penalties.

5. Nondeductibility for Roth IRAs. Unlike a Traditional (i.e., deductible) IRA, contributions to your Roth IRA will not be
deductible from your gross income. However, as discussed below under the heading “Distributions”, unlike Traditional
IRAs, distributions from a Roth IRA will not be taxable at all if they are distributed under prescribed circumstances.
Furthermore, as described further below, a new law provides certain low and middle-income employees with a tax
credit (called the “saver's credit”) equal to up to 50% of their contributions to an IRA (including a Roth IRA).

Eligibility
You may open a Traditional IRA if you have earned income and will not reach age 70½ by the end of the year. Within
the limits of deductibility of contributions described above, you may contribute the lesser of your contribution dollar
limit (i.e., $5,000 for 2009 or $6,000 for 2009 if you are age 50 or older) or 100% of your earned income for any year
your IRA is in effect, if you make the contribution by the time your tax return is first due for that year (without regard to
extensions). However, you may not make any contributions to your Traditional IRA for the year you attain age 70½ or
any later year.

You may open a Roth IRA even if you have already attained age 70½, and you may make contributions to your Roth
IRA for any taxable year in which you have received compensation (or in which your spouse had received
compensation, as discussed below).

If you are married, both you and your working spouse can open IRAs. Each of you would adopt a separate IRA and
can make contributions within the limits of deductibility of contributions described above. The deduction for
contributions is computed separately for each spouse, whether or not you file a joint tax return.

You may also open an IRA if you wish to make a rollover contribution to the IRA from an eligible retirement plan or
from another IRA. (See the below-discussion on "Rollovers" for the applicable rules.)

If you inherit an IRA and you are not the spouse of the deceased owner, you may not rollover any amount to or from
the inherited IRA and no deduction is allowed to you for contributions to the inherited IRA. You may, however, open
your own IRA, separate and apart from the inherited IRA.

If you inherit an IRA from your deceased spouse (if you are the sole beneficiary under the IRA and you have an
unlimited right to withdraw amounts from the IRA), you may elect to treat the inherited IRA as your own IRA. You
would thereby be permitted to make rollover and/or other contributions to the IRA. As a surviving spouse, you may
elect to treat the inherited IRA as your own at any time after any required minimum distributions have been made from

30
the IRA for the calendar year of the decedent's death by changing the name of the IRA to your name and by
completing the forms necessary to make it your IRA. Death benefits resulting from a deceased spouse's accumulated
deductible employee contributions may also be rolled into an IRA by you as the surviving spouse.

If you are divorced, you may establish an IRA for yourself, basing your deductible contribution (within the limits of
deductibility of contributions described above) on the lesser of your contribution dollar limit (i.e., $5,000 for 2009 or
$6,000 for 2009 if you are age 50 or older) or 100% of your earned income (including any alimony you may receive).

Any individual who files a joint return with his or her working spouse for the year and whose compensation, if any, is
less than the compensation of the individual's working spouse can open an IRA with Morgan Keegan, even if the
individual's working spouse does not maintain an IRA with Morgan Keegan. Also, subject to the limits on deductibility
of contributions described above, each of the non-working spouse and the non-working spouse's working spouse may
contribute up to the contribution dollar limit (i.e., $5,000 for 2009 or $6,000 for 2009 for individuals age 50 or older) to
an IRA (for a total of $10,000 to $12,000 for 2009, depending on the ages of the spouses). However, the aggregate
contributions for both spouses (the non-working spouse's contribution to his or her IRA and the working spouse's
contribution to his or her IRA) cannot exceed the combined compensation of both spouses. Also, an individual may
open a Traditional IRA as a non-working spouse only if the individual will not reach age 70½ by the end of the year
and no contributions are permitted for the year in which the individual attains age 70½ or any later year (this rule does
not apply to Roth IRAs). Finally, the IRA of each spouse is separately owned and treated independently from the IRA
of the other spouse.

Rollovers, Transfers, Conversions
1. Rollovers From Eligible Retirement Plans to IRAs. You may "rollover" part or all of any "qualified rollover
distribution" from an eligible retirement plan (i.e., a qualified plan under IRC section 401, a tax-sheltered IRC section
403(b) annuity or an eligible deferred compensation plan under IRC section 457(b) of a state or local government) to
an IRA within 60 days of your receipt of the distribution. While you may rollover to a Traditional IRA nondeductible
contributions you may have made as an employee to your employer's qualified plan, if any nondeductible qualified
plan amounts are rolled over to a Traditional IRA, you will need to keep track of your basis so that you will be able to
determine the taxable amount when distributions ultimately are made to you from the IRA. Any portion of your
retirement plan distribution which is not rolled over into an IRA within the rollover limitations is taxable to you and is
subject to tax in the year of receipt as ordinary income.

Without regard to the amount limits described above under the heading "Contribution and Deductibility Limits" ($5,000
for 2009 or $6,000 for 2009 if you are age 50 or older, reduced based on adjusted gross income), you may make a
rollover contribution from one Roth IRA to another Roth IRA or from a qualified retirement plan or 403(b) plan to a
Roth IRA, provided the taxpayer's adjusted gross income for the tax year does not exceed $100,000 and the taxpayer
is not married, filing separately. As with rollovers to Traditional IRAs, for the Roth IRA rollover to be effective, the
rollover must be completed no later than 60 days after you receive the IRA distribution. Likewise, Roth IRA to Roth
IRA rollovers are limited to one distribution per Roth IRA rolled over per 12-month period.

Unless specifically excepted (as set forth below), any distribution of all or part of an employee's eligible retirement
plan benefit will be considered an "eligible rollover distribution." The following distributions are not "eligible rollover
distributions":

    •   Distributions that are part of a series of substantially equal periodic payments made at least annually for your
        life (or life expectancy) or the joint life (or joint life expectancy) of you and your beneficiary.
    •   Distributions that are part of a series of substantially equal periodic payments for a specified period of at least
        10 years.
    •   Distributions required to be made to you from the qualified retirement plan under the required minimum
        distributions rules (i.e., after your termination of employment and attainment of age 70½). If you determine
        that a lesser amount was required to be distributed, you may be able to rollover the difference.
    •   Return of IRC 401(k) elective deferrals due to IRC section 415 excess annual addition limits.
    •   Corrective distributions for the qualified retirement plan of excess contributions, excess deferrals and excess
        aggregate contributions, including income therefrom.
    •   Plan loans treated as distributions under IRC section 72(p) because they do not comply with the qualified plan
        loan rules.
    •   Plan loans in default that are "deemed distributions".
    •   Certain dividends paid on employer securities.
    •   Cost of life insurance coverage provided under the qualified retirement plan ("P.S. 58" costs).
    •   Hardship distributions from retirement plans.
    •   Similar items that are designated by the IRS Commissioner as not qualifying as "eligible rollover distributions".

                                                                                                                         31
Under the law, an eligible retirement plan making a "qualified rollover distribution" to you must permit you to direct the
plan administrator or trustee of such plan to "directly rollover" any such eligible rollover distribution to your IRA.
Generally, qualified rollover distributions which are not rolled over to an IRA or to another qualified retirement plan
"directly" will be subject to 20% income tax withholding by the distributing plan's administrator at the time of the
distribution. Distributions from an IRA are not subject to this mandatory 20% withholding rule.

2. Rollovers From IRAs to Eligible Retirement Plans. You may be able to rollover part or all of any IRA distribution
into an eligible retirement plan within 60 days of your receipt of the distribution. However, before you rollover part or
all of your IRA balance to an eligible retirement plan, you should compare the features of the eligible retirement plan
to that of your IRA because it is very possible that your IRA provides greater flexibility in terms of distributions than
does the eligible retirement plan. Eligible retirement plans may, but are not required to accept rollovers of IRA
distributions. A rollover from an IRA to an eligible retirement plan may be permitted even if the amount rolled over
from the IRA includes assets which originally were transferred to the IRA from an eligible retirement plan. However, in
all Traditional IRA cases, the amount which may be rolled over is limited to that portion of the Traditional IRA
distribution that, but for the rollover, would be includible in gross income. The proceeds of property that is sold during
the 60-day period after the IRA distribution cannot be rolled over. Instead, you must rollover the same property
received from the IRA.

If you were born before 1936, you may be able to use capital gain and averaging treatment on certain lump sum
distributions from qualified plans, but only if you do not rollover any amounts from an IRA to the qualified plan (unless
the IRA from which the amounts are rolled over qualifies as a "conduit IRA" – i.e., an IRA holding only money rolled
over from a qualified plan). If you have any questions about the qualifications of a conduit IRA, please consult your
tax advisor. If you wish to have your IRA qualified as a conduit IRA, you should note that it is your sole responsibility
to ensure that your IRA so qualifies.

3. Rollovers/Transfers Between IRAs. You may be able to rollover part or all of any IRA distribution into another IRA
of the same type within 60 days of your receipt of the distribution; however, only one such rollover is permitted from
the same IRA per 12-month period. You must rollover to the receiving IRA the same property that you received from
the distributing IRA. A transfer from one IRA custodian to another IRA custodian, with no distribution to you in
between, qualifies as a transfer, not a rollover. Such a transfer may be done as often as you wish.

Amounts maintained by you in a SIMPLE IRA maintained under a SIMPLE plan of your employer or prior employer
may be transferred or rolled over to your Morgan Keegan Traditional IRA only if the transfer or rollover occurs after
the expiration of the 2-year period beginning on the date you first participated in the SIMPLE IRA. Rollovers or
transfers into your SIMPLE IRA may only be made from another SIMPLE IRA.

The technical requirements of rollovers should be carefully reviewed with your tax advisor or lawyer before you begin,
because if you fail to qualify your rollover, you may be taxed on the distribution and you may owe a penalty tax for an
excess contribution (over the deduction limits) to your IRA.

4. Conversion of Traditional IRA to Roth IRA. If you maintain a Traditional IRA with Morgan Keegan, as custodian,
you may "convert" your Morgan Keegan Traditional IRA to a Morgan Keegan Roth IRA by executing an adoption
agreement and indicating in a form acceptable to Morgan Keegan that you desire a "conversion". A conversion
accomplished in this manner is permitted provided the taxpayer’s adjusted gross income for the tax year does not
exceed $100,000 and the taxpayer is not married, filing separately. A taxpayer’s adjusted gross income is determined
for this purpose before any amount is included in income as a result of the conversion. If you have any questions
concerning how to effect a conversion, you should consult with your Morgan Keegan Financial Advisor.

5. Recharacterization of Roth IRA to Traditional IRA. If you convert, rollover or transfer contributions from a
Traditional IRA to a Roth IRA, you may subsequently “recharacterize” those contributions back into a Traditional IRA
by executing an adoption agreement and indicating in a form acceptable to Morgan Keegan that you desire a
recharacterization. The recharacterization must be done before the due date of your tax return (including extensions)
for the year in which the conversion, rollover or transfer to a Roth IRA occurred.

6. Reconversion from Recharacterized Traditional IRA to Roth IRA. If you convert, rollover or transfer contributions
from a Traditional IRA to a Roth IRA, then recharacterize such contributions back into a Traditional IRA (pursuant to
the preceding paragraph), you may "reconvert" such contributions back into a Roth IRA, subject to the limitations
described below.



32
Beginning with Roth conversions made in 2000, a recharacterized IRA may not be reconverted to a Roth IRA until the
later of the beginning of the tax year after the original conversion to a Roth IRA, or the end of thirty days after the
recharacterization to a Traditional IRA. For example, if you elect to convert amounts from a Traditional IRA to a Roth
IRA in 2009, while you may recharacterize the amounts back to a Traditional IRA in 2009, you may not thereafter
reconvert the amounts into a Roth IRA until the beginning of 2010, or thirty-one days after the recharacterization,
whichever is later. Any violation of these reconversion rules would result in a failed conversion (i.e., the converted
amount would be treated as a distribution from the Traditional IRA, included in gross income and subject to the 10%
excise tax if the distribution is an early distribution, and would also be treated as any other Roth IRA contribution,
subject to the 6% excise tax if there are excess contributions).

7. Conversion of Excess Contributions to a Traditional IRA. If, for a tax year, you make contributions to a Traditional
IRA that are in excess of the contribution limitations applicable to Traditional IRAs, you ordinarily must withdraw the
so-called "excess contribution" from your Traditional IRA before the date you file your federal income tax return for the
tax year in order to avoid a 6% excess contribution excise tax otherwise applicable to the excess Traditional IRA
contribution. Rather than receiving the excess contribution in this manner, you may instead convert the excess
contribution to a Roth IRA contribution by transferring the excess before the due date for filing your tax return for the
applicable tax year (without regard to extensions). Any such conversion contribution generally would be subject to the
ordinary annual Roth IRA contribution limits discussed above. If you effect such a conversion, no amount so
converted would be includable in your gross income for the taxable year for which the conversion was made to the
extent you did not take a deduction for the contribution to the Traditional IRA.

The technical requirements of rollovers, transfers and conversions should be carefully reviewed with your tax advisor
or lawyer before you begin, because if you fail to qualify your rollover, transfer or conversion, you may be taxed on the
distribution/transfer/conversion and you may owe a penalty tax for an excess contribution (over the contribution limits)
to your Roth IRA.

Contributions
Contributions to your IRA must be in cash, but the custodian may, in its discretion, permit non-cash rollovers to an
IRA. Unless you notify Morgan Keegan that another valuation method applies, it will be presumed that any non-cash
rollover contributions are valued using the distribution value. Furthermore, if any non-cash rollover contributions are
made, it is your responsibility to ensure that the valuation of the non-cash rollover contributions is appropriate and you
agree to indemnify Morgan Keegan with respect to such valuation. An additional annual fee applies with respect to
hard-to-value non-cash rollover contributions. No contribution to an IRA may be used to purchase a life insurance
policy.

Receiving retirement benefits from Social Security, railroad retirement, civil service retirement, or any other type of
retirement plan will not prohibit you from establishing an IRA. However, you must still meet all the normal IRA
requirements, including the contribution limits, which are described herein.

You must make contributions to your Traditional and Roth IRA by the time for filing your federal income tax return for
the year for which you desire to make the contribution, not including extensions of time to file. For example, if you are
a calendar year taxpayer, you must make contributions no later than the deadline for filing your tax return (usually
April 15) for the year for which the contribution is to be made.

You may establish your Traditional or Roth IRA and make contributions for a taxable year at any time starting on the
1st day of the taxable year and ending on the day your federal income tax return is due for such year (without regard
to any extensions). Your IRA will be deemed to be opened and a contribution made on the date the custodian has
received both the signed adoption agreement and the contribution. If you send the adoption agreement or contribution
by mail, your IRA will be deemed opened and the contribution made on the postmark date on the envelope in which
you enclosed the adoption agreement or contribution.

Allowance of Deduction
You are allowed a tax deduction on your federal income tax return for the actual amount of your yearly contribution to
your Traditional IRA up to the IRA deduction limitations. Currently, most state laws permit you to deduct Traditional
IRA contributions, assuming you meet the federal income tax limitations.

Where to Deduct
The contribution to your Traditional IRA reduces your gross income on your federal income tax return. Therefore,
even if you do not itemize your deductions and you use the standard deduction when computing your federal income
tax, you may still claim a deduction for contributions to your Traditional IRA.


                                                                                                                       33
Excess Contributions
Generally, any contributions exceeding the IRA limitations are considered excess contributions and no deduction is
allowed with respect to such contributions. If you make excess contributions, you may have to pay a nondeductible
6% excise tax on the excess amount.

Refunds of Excess Contributions
You may avoid the 6% excess contributions excise tax if the excess contribution, and any earnings on it up to the date
of distribution, are refunded to you before the date you are to file your tax return, including any extensions of time to
file, for the year of any such excess contribution. The earnings element of the refund will be taxable income to you in
the tax year in which you made the excess contribution, not the year in which you receive it. The earnings element of
the refund on a Traditional IRA also will be subject to a 10% early distribution tax if the refund takes place before you
are age 59½, dead or disabled. You must not have taken a deduction for the excess contribution to be eligible for this
early refund exception to the 6% excise tax.

For a Traditional IRA, if the refund of the excess contribution and earnings takes place after the date you filed your tax
return and you have taken a deduction for the excess contribution, the entire refund may be subject to: (1) an income
tax; (2) a 6% excise tax on the excess amount; and (3) if you distribute the excess contribution and you are not yet
age 59½, an additional 10% tax on the entire distribution. Earnings need not be withdrawn when an excess
contribution is refunded after the filing of your tax return.

If you withdraw an excess contribution after the due date (including extensions) of your tax return and you did not take
a deduction for the excess contribution, you may avoid the 6% excise tax for the next year, but only if your aggregate
IRA contributions (other than rollover contributions) did not exceed your contribution dollar limit (i.e., $5,000 for 2009,
or $6,000 for 2009 if you are age 50 or older). If the aggregate IRA contributions exceeded your contribution dollar
limit (i.e., $5,000 for 2009, or $6,000 for 2009 if you are age 50 or older), and you try to correct the 6% excise tax on
the amount contributed in excess of your contribution dollar limit (i.e., $5,000 for 2009, or $6,000 for 2009 if you are
age 50 or older), you must have reasonably relied on erroneous information in making your contributions in order to
avoid the 6% excise tax for such next year.

If the excess contributions and any earnings thereon are withdrawn prior to the due date for filing your federal income
tax return (including any extensions) for the year for which the contribution was made, the 6% excise tax would not be
imposed and the contributions and earnings would be treated as taxable income in the year in which you made the
excess contributions. Any earnings so withdrawn would also be subject to the penalty tax on premature distributions
for Traditional IRAs unless one of the exceptions to that tax applies. If you withdraw the excess contribution after your
federal income tax return is due and your aggregate contributions did not exceed applicable limits, the 6% penalty tax
would still be due, but the withdrawal would not be treated as a taxable distribution in the year it is withdrawn. If your
aggregate contributions exceeded applicable limits and you withdraw the excess after your federal income tax return
due date, you would owe the 6% penalty tax and you also would include the earnings on the amount withdrawn in
your taxable income for the year of the withdrawal. Such withdrawals would be subject to the 10% penalty tax on
premature distributions for Traditional IRAs unless an exception applies. If an excess amount is contributed in one
year and is not withdrawn in later years, the excess amount would be subject to a cumulative 6% excise tax each year
until it has been withdrawn.

You can eliminate the excess contribution in later years if you contribute less than the maximum amount allowable in
any year after you make the excess contribution. The portion of the excess contribution equal to your unused current
year's contribution will then be treated as a current year contribution for purposes of these rules. However, if you
contribute less than the maximum amount in years before the year you make an excess contribution, the prior years'
under contributions may not be used to reduce the excess contribution.

If you withdraw money from your IRA or it is distributed to you and the amount you receive is taxable, you may use
that amount to reduce any excess contribution you may have made.

Saver's Tax Credit
The saver’s credit tax law presents dramatic tax savings opportunities for middle-income and low-income individuals
to save for their own retirement. This law, which was made a permanent part of the tax code in legislation enacted in
2006, provides these employees with a tax credit (called the "saver's credit") equal to up to 50% of their contributions
to an IRA. The following is meant as a general description of the saver's tax credit rules. Certain restrictions may
apply. You should consult a tax advisor if you need more details on the tax credit.

You are generally eligible for this saver's credit if you are at least 18 years old, you are not a full-time student, you are
not claimed as a dependent on anyone else's tax return, and your adjusted gross income for 2009 does not exceed

34
$55,500 (if you are married filing jointly), $41,625 (if you are a head of household) or $27,750 (if you are single or
married filing separately).

The amount of the credit you can get is based on the contributions you make to the IRA, your adjusted gross income
and your filing status. Here's how the credit works:

    1. Determine (or estimate) your adjusted gross income for federal income tax purposes for the year in which you
       intend to contribute to the IRA. You can deduct the amount of your IRA contributions to determine this
       number.
    2. Determine what your federal filing status will be (i.e., joint return, head of household or other).
    3. Look at the following chart and determine your saver's credit rate, based on your adjusted gross income and
       filing status.


                                             ADJUSTED GROSS INCOME

              Joint Return               Head of Household                     All Others            Saver's
                                                                                                    Credit Rate
       Over           not over        Over           not over        over            Not over

                      $33,000                        $24,750                         $16,500       50%

       $33,000        $36,000         $24,750        $27,000         $16,500         $18,000       20%

       $36,000        $55,500         $27,000        $41,625         $18,000         $27,750       10%

       $55,500                        $41,625                        $27,750                       0%

    4. To determine your saver's credit for the year, multiply your saver's credit rate by the total of your IRA
       contributions for the year, but not more than $2,000.

Traditional/SIMPLE IRA Distributions
Distributions from your IRA that are not attributable to nondeductible contributions to your IRA are taxed in full as
ordinary income regardless of whether they are withdrawals or distributions.

If you receive nondeductible contributions from your IRA, the following rules apply: (a) all of your IRAs are treated as
one IRA (including amounts held in SEP IRAs and IRAs funding SIMPLE plans, but excluding amounts held in Roth
IRAs); (b) all distributions during the same taxable year are treated as one distribution; and (c) the value of all IRAs
are determined at year end for this purpose, adding back any distributions made during the year. You cannot
designate a particular distribution as being from a nondeductible contribution. A portion of each distribution from an
IRA with nondeductible contributions is treated as a nontaxable return of nondeductible contributions according to the
following formula:

      Total Nondeductible                                                     Nontaxable Return of
          Contributions         x         The Distribution Amount =         Nondeductible Contributions
Total IRA Account Balance of
All IRAs + Distribution Amounts
Made During the Year (Including
the Distribution Amount) + Any
Outstanding Rollovers

For this purpose, an "Outstanding Rollover" is any amount distributed by an IRA within 60 days of the end of the tax
year, but rolled over to another IRA in the following year before the 60-day period expires. Please note that you are
responsible for calculating the correct amount of the nontaxable return of your nondeductible contributions that you
receive in any withdrawal or distribution from your IRA.

Taxable distributions from your IRA are subject to income tax withholding unless you elect by appropriate form not to
have income tax withheld.


                                                                                                                     35
Required Minimum Distributions for Traditional/SIMPLE IRAs
Note: You are not required to take a required minimum distribution (RMD) for the 2009 tax year.

With the exception of the RMD waiver above, you must begin to receive a certain minimum amount of distributions
from your Traditional IRA not later than April 1 of the calendar year following the calendar year in which you attain age
70½, regardless of whether or not you are still actively employed at such time. After the first April 1 distribution,
minimum distributions need to be made by December 31 of the same calendar year as the first April 1 distribution and
by December 31 of each subsequent calendar year. If you do not receive the required minimum distribution amount
in the appropriate year(s), you may face a nondeductible excise tax of 50% on the shortfall. You must determine the
minimum distribution amount for each IRA, but you may combine IRAs for the purpose of satisfying the distribution
rules. The minimum distribution for each year is generally measured by dividing your account balance by your
"distribution period". Your distribution period is usually calculated by reference to a “uniform lifetime table” found in
Q&A-2 of final Treasury regulations section 1.401(a)(9)-9. Please consult your Morgan Keegan Financial Advisor or
your tax advisor for more details on this table. This table only takes into account your age and your account balance.
Therefore, unlike the required minimum distribution rules that existed previously, your distribution period is generally
determined without regard to the existence or age of your beneficiary. An exception exists if your sole beneficiary is
your spouse and your spouse is more than 10 years younger than you, in which case your distribution period is that
which is measured by the joint life and last survivor life expectancy of you and your spouse, calculated using the “joint
and last survivor table” found in Q&A-3 of final Treasury regulations section 1.401(a)(9)-9. Please consult your
Morgan Keegan Financial Advisor or your tax advisor for more details on this table.

If you die on or after the date on which your required minimum distributions were due to begin (i.e., the April 1 of the
calendar year following the calendar year in which you attained age 70½), your beneficiary must receive his or her
remaining payments over his or her life or applicable life expectancy. If your spouse is the sole beneficiary, your
spouse may elect to treat the IRA as his or her own or may roll over the IRA into his or her own IRA (in which case,
your spouse will not be required to begin receiving distributions until the April 1 of the calendar year following the
calendar year in which he or she attains age 70½).

If you die before the date on which your required minimum distributions were due to begin, there are different payout
requirements, depending on whether or not your designated beneficiary is your spouse. If your designated beneficiary
is your spouse, your spouse may elect to treat the IRA as his or her own or may roll over the IRA into his or her own
IRA (in which case, your spouse will not be required to begin receiving distributions until the April 1 of the calendar
year following the calendar year in which he or she attains age 70½). If your spouse does not elect to treat the IRA as
his or her own or to rollover the IRA into his or her own IRA, your spouse has two alternative ways of receiving your
IRA payments. Under the first alternative, payments of your IRA benefit begin no later than the December 31 of the
year in which you would have attained age 70½ or (if later) the December 31 of the year following the year of your
death, and are paid over the applicable life or life expectancy of your spouse, recalculated annually. Under the second
alternative, payments of your entire IRA benefits are made no later than 5 years after your death.

If you die before the date on which your required minimum distributions were due to begin and your spouse is not your
designated beneficiary, your non-spouse designated beneficiary has two alternative ways of receiving your IRA
payments. Under the first alternative, payments of your IRA benefit begin no later than December 31 of the year
following the year of your death and are paid over the applicable life or life expectancy of the beneficiary. Under the
second alternative, payments of your entire IRA benefits are made no later than 5 years after your death. If your
designated IRA beneficiary is not your spouse, the designated beneficiary may not treat the IRA as his or her own, nor
may he or she make additional contributions to it.

No distribution to you or anyone else from your IRA can qualify for capital gain treatment under the federal income tax
law. It is taxed to the person receiving the distribution as ordinary income. Similarly, you are not entitled to the special
income-averaging rule for lump sum distributions available to persons receiving distributions from certain other types
of retirement plans.

When you are ready to take a distribution, please contact your Morgan Keegan Financial Advisor to obtain current
information concerning distribution procedures and any forms that may be required.

Roth IRA Distributions
1. Qualified Distributions. You may take a distribution of all or any portion of your Roth IRA at any time. Distributions
from a Roth IRA are not included in income if the distribution is a "qualified distribution." A qualified distribution is a
distribution that is not made within the five tax year period beginning with the first tax year for which the individual (or


36
the spouse of the individual) made any type of contribution (whether annual, rollover, transfer or conversion) to any
Roth IRA maintained for the individual, and which is made on account of:

    •   the individual's attainment of age 59½;
    •   the death of the individual;
    •   the disability of the individual (as defined in IRC section 72(m)(7)); or
    •   the payment of up to $10,000 for "qualified first-time home buying" expenses.

The waiting period of five tax years means that the actual annual contribution does not have to remain in the Roth IRA
for five calendar years if it had been made, in the initial year, for the preceding calendar year. For example, an
individual can make a contribution up to April 15th following the end of the taxable year to which it relates. The
measuring period for that Roth IRA would actually begin on January 1st of the year preceding the year in which the
contribution was actually made.

"Qualified first-time home-buyer distributions" are those used by the individual before the close of the 120th day after
the day on which the distribution was received for the acquisition, construction or reconstruction (including usual or
reasonable settlement, financing or other closing costs) with respect to a principal residence of a first-time home-
buyer who is the individual receiving the distribution, his or her spouse or a child, grandchild or ancestor of the
individual or his or her spouse, provided that the individual for whom the house is being acquired (and, if married,
such individual's spouse) did not have a present ownership interest in a principal residence during the two-year period
ending on the date of the acquisition. Individuals on extended active duty in the Armed Forces and individuals with
homes in foreign countries may not qualify as a qualified first-time home-buyer if the period for a tax-free rollover of
gain on the sale of a prior residence has been suspended. If the distribution is not used for this qualified purpose
because of a delay or cancellation in the purchase or construction of the home, the distribution can be rolled over to
your Roth IRA within 120 days of the distribution to avoid being deemed a non-qualified distribution. The total lifetime
amount that can qualify as a first-time home-buyer distribution from all of your IRAs, including your Roth IRA, is
$10,000.

2. Non-Qualified Distributions. If distributions from your Roth IRA do not meet the requirements for qualified
distributions, they will be includable in income to the extent of any earnings on contributions. Distributions of earnings
included in a non-qualified distribution will be taxed as ordinary income in the year in which received. A 10% penalty
tax is also imposed on the taxable portion of non-qualified distributions unless an exception applies (see the
discussion under subheading "Early Distributions - Excise Taxes", below).

When computing your income taxes and penalty taxes, if applicable, for a non-qualified distribution, it is important to
distinguish between whether a particular distribution (or a portion thereof) represents a distribution of contributions or
of earnings on contributions. Any distribution from a Roth IRA will be deemed to come from the following sources, in
the order indicated:

        (i)     first, from contributions to the Roth IRA (to the extent that all previous distributions from the Roth IRA
                have not yet exceeded the total contributions);
        (ii)    second, from rollover contributions, on a first-in, first-out basis; and
        (iii)   finally, from post-contribution earnings.

3. Form of Distributions. You (or your beneficiary, if distributions commence after your death) may elect to have the
balance in your Roth IRA paid in a lump sum or in other forms of payments as you or your beneficiary elect to receive,
subject to the applicable rules governing such distributions.

4. Required Minimum Distributions During Your Life Not Required. Unlike Traditional IRAs, Roth IRAs are not subject
to required minimum distributions during your life (i.e., beginning April 1 of the year following your attainment of age
70½).

5. Required Minimum Distributions Upon Your Death. If you die while there is still a balance remaining in your Roth
IRA, the balance will be paid to your designated beneficiary. If you have not designated a beneficiary or if the
beneficiary that was designated does not survive you, then the remaining balance will be distributed to your spouse
or, in the absence of a surviving spouse, to your estate.

If your designated beneficiary is your spouse, following your death, your spouse may elect to treat the Roth IRA as his
or her own or may roll over the Roth IRA into his or her own Roth IRA (in which case, distributions may be postponed
until your spouse's death). If your spouse does not elect to treat the Roth IRA as his or her own or to rollover the Roth
IRA into his or her own Roth IRA, your spouse has two alternative ways of receiving your Roth IRA payments. Under

                                                                                                                       37
the first alternative, payments of your Roth IRA benefit begin no later than the December 31 of the year in which you
would have attained age 70½ or (if later) the December 31 of the year following the year of your death, and are paid
over the applicable life or life expectancy of your spouse, recalculated annually. Under the second alternative,
payments of your entire Roth IRA benefits are made no later than 5 years after your death.

If your spouse is not your designated beneficiary, your non-spouse designated beneficiary has two alternative ways of
receiving your Roth IRA payments. Under the first alternative, payments of your Roth IRA benefit begin no later than
December 31 of the year following the year of your death and are paid over the applicable life or life expectancy of the
beneficiary. Under the second alternative, payments of your entire Roth IRA benefits are made no later than 5 years
after your death. If your designated beneficiary is not your spouse, the designated beneficiary may not treat the Roth
IRA as his or her own, nor may he or she make additional contributions to it.

Early Distributions - Excise Taxes
Generally, the minimum age at which distributions may be made from an IRA without incurring an additional 10% tax
is age 59½, unless you die or become disabled. The excise tax rate is 25% (rather than 10%) on withdrawals from
your SIMPLE IRA during the first two years you participate in a SIMPLE IRA plan. Non-qualified distributions from
your Roth IRA, if any, subject earnings received by you to ordinary income tax and a 10% penalty tax on the amount
included in income. However, you may receive payments that are a part of a series of substantially equal periodic
payments (made not less frequently than annually) for your life (or life expectancy) or the joint life (or joint life
expectancy) of you and your designated beneficiary before age 59½, disability or death and avoid the 10% penalty
tax, so long as you do not change your method of payment. Also, the 10% penalty tax does not apply to distributions
from your IRA if you use the distributions to pay medical expenses in excess of 7.5% of your adjusted gross income.
In addition, the 10% penalty tax does not apply to distributions from your IRA that you use for payment of health
insurance premiums you make after you terminate employment with your employer if (i) you had received
unemployment compensation following your termination of employment for at least 12 consecutive weeks under
federal or state law and (ii) the distributions are made during a year in which the unemployment compensation is paid
or during the next year (special rules may apply in the case of self-employed individuals not eligible for unemployment
compensation). However, this 10% penalty tax exception for health insurance premiums is inapplicable (i.e., the 10%
penalty tax would be applicable unless otherwise excepted) if the IRA distributions are made after your reemployment
and if you are employed following reemployment for at least 60 days after your initial separation from service. Also,
the 10% penalty tax does not apply to distributions from your IRA if those distributions are used to pay expenses
incurred by a so-called "qualified first-time homebuyer" for "qualifying first-time homebuyer expenses" up to the first
$10,000 of such expenses. Qualified first-time homebuyer distributions are IRA distributions of up to $10,000 during
your lifetime that are used within 120 days of distribution to buy or build your "first" principal residence, that of your
spouse, that of your child, grandchild or ancestor or that of a child, grandchild or ancestor of your spouse, provided
the individual for whom the house is being acquired (and, if married, such individual's spouse) did not have a present
ownership interest in a principal residence during the two-year period ending on the date of the acquisition.
Acquisition costs include any usual or reasonable settlement, financing or other closing costs. Finally, the 10%
penalty tax does not apply to an IRA distribution if you use the amount to pay "qualified higher education expenses"
for yourself, for your spouse or for any child or grandchild of you or your spouse. These expenses include tuition,
fees, books, supplies and equipment required for enrollment or attendance at a post-secondary educational
institution, including both college and graduate level schools and courses.

Note that, even if the 10% tax does not apply, you still are required to pay ordinary income tax on amounts you
receive that are attributable to amounts you deducted when you made contributions to your IRA, earnings thereon
and earnings on nondeductible contributions.

Estate and Gift Tax
Your choice of a beneficiary and the distribution to him or her of your IRA assets after your death is not subject to
federal gift tax. It is, however, subject to federal estate tax at your death (i.e., funds in your IRA will be included in your
gross estate for estate tax purposes). A complete distribution from an IRA to a surviving spouse will qualify for the
estate tax marital deduction and, therefore, generally will pass free of federal estate tax to your surviving spouse.

Even though your IRA may be included in your estate for federal estate tax purposes, the payments to your
beneficiary ordinarily will be subject to income tax on his or her receipt (excluding Roth IRAs).

Transfer of IRA Incident to Divorce
If all or part of your interest in an IRA is transferred from you to your former spouse's IRA because of a divorce decree
(or a written instrument incident to your divorce), the transaction will be considered nontaxable to both parties.
Starting from the day of transfer, the transferred portion will be treated as being maintained for the benefit of the
spouse who received it.

38
A divorced spouse may rollover a distribution received from a former spouse's qualified employer retirement plan to
an IRA if the distribution was made pursuant to a "qualified domestic relations order," as that term is defined in IRC
section 414(p).

Taxability of Your IRA
Earnings on your IRA are exempt from income tax until withdrawn or distributed, unless you engage in a prohibited
transaction.

As a participant in an IRA, you are subject to the prohibited transaction rules of section 4975 of the IRC. Examples of
prohibited transactions include borrowing from your IRA, using your IRA as collateral for a loan, or selling property to
or buying property from your IRA.

If you engage in a prohibited transaction, your IRA is treated as having distributed all its assets as of the first day of
the taxable year in which the prohibited transaction occurs. The amount of the deemed distribution is the fair market
value on that day of all assets in the account. Any earnings or contributions after that date are taxable. Unless you
would otherwise meet the requirements for a qualified distribution from your Roth IRA in the year of the prohibited
transaction, any earnings on your contributions will be included in your income and, if you have not attained age 59½,
will also be subject to the 10% penalty tax on premature distributions.

Pledging Your IRA
If you use all or part of your IRA as security for a loan, the amount pledged will be viewed as a distribution which must
be included in your gross income for federal income tax purposes in the year in which the security is pledged. If you
are under age 59½ (or for a Roth IRA if the distribution is includible in income), you will also have to pay a premature
distribution penalty tax equal to 10% of the amount which is considered distributed. Unless a distribution from your
Roth IRA would have otherwise been classified as a qualified distribution, it will be included in your gross income and
you may also have to pay the 10% penalty tax on premature distributions.

Questions and Assistance
If you have any other questions or if you desire additional information about a Morgan Keegan IRA, consult your
Morgan Keegan Financial Advisor.

If you desire assistance or advice concerning your individual tax status, the services of the Internal Revenue Service
or an attorney, accountant or other competent professional should be sought.

Fees and Expenses
Your Morgan Keegan IRA is subject to the following fees and expenses:
   • An annual custodial fee.
   • Transfer fees or other fees as may be established by Morgan Keegan.
   • Brokerage fees for purchases and sales of the securities in your account.
   • Any taxes which may be imposed with respect to your account.
   • For investments subject to tax on unrelated trade or business income, an administrative fee for tax payment
       and filing.
   • If applicable, a termination fee will be charged to the account upon termination of the account.
   • Any administrative expenses incurred by Morgan Keegan in connection with your account, including the
       custodian and brokerage fees mentioned above.
   • Special fees as may be assessed in connection with any extraordinary services required of Morgan Keegan in
       a particular case.

Investments
It is your responsibility to select and direct the investment of the assets of your IRA. Although Morgan Keegan
provides investment information to you in the form of prospectuses, it does not intend that any information given will
serve as the primary basis for investment decisions.

You will be permitted to direct the investment of the assets in your IRA generally into any investment in which Morgan
Keegan regularly trades and which otherwise is acceptable to the custodian.

Earnings and Increase in Value
Growth in value of this account is neither guaranteed nor projected.


                                                                                                                       39
Reports to the Internal Revenue Service
Deductible contributions to your Traditional IRA may be claimed as a deduction on your Form 1040 federal income tax
return for the taxable year contributed. You do not have to file any other reports with the IRS for a year when your only
activities consist of making deductible contributions or receiving permitted distributions (other than distributions from
an IRA to which nondeductible contributions were made) your contribution dollar limit (i.e., $5,000 for 2009, or $6,000
for 2009 if you are age 50 or older). You must file Form 5329 with the IRS if you have: (1) made "excess
contributions" to your IRA; (2) received a "premature distribution" from your IRA; or (3) failed to receive a "required
minimum distribution" from your IRA. If you make designated, nondeductible contributions to your IRA, or you
received distributions or withdrawals from an IRA to which nondeductible contributions were made, you also need to
file Form 8606. Both the Form 5329 and the Form 8606 are filed with your Form 1040 for the year in question. There
are penalties for failing to file or for late filing of Forms 5329 and 8606.

Special Rules for an IRA Established as Part of a SEP Plan
If your IRA has been established as part of a SEP plan maintained by your employer, some of the rules discussed
above concerning an individually maintained IRA may not apply.

For example and in general, the IRC permits an employer to contribute annually to an IRA under a SEP plan in an
amount up to the lesser of (i) $49,000 or (ii) 25% of your compensation not exceeding $245,000 (adjusted annually for
cost-of-living changes). In the case of a salary reduction SEP plan established before 1997, employees generally may
contribute up to $16,500 in 2009 of their compensation to an IRA under the plan. (Additional increases are made
most years for inflation and additional contributions may be made by participants who are age 50 or older).

Contributions by the employer to your IRA under a SEP plan for a year up to the limitations discussed above ordinarily
are deductible by the employer and are excludible from your gross income. In addition, you may contribute on your
own behalf to your IRA a contribution up to the lesser of 100% of your compensation or your contribution dollar limit
(i.e., $5,000 for 2009, or $6,000 for 2009 if you are age 50 or older), subject to the phase-out deductibility rules
applicable to "active participants" in retirement plans (including SEPs), discussed above.

If you are covered under certain other retirement plans in addition to a SEP plan, the IRC imposes additional
restrictions on the contributions and benefits which may be allocable to you discussed generally above. The document
governing your employer's SEP plan will control your ability and your employer's ability to contribute to your IRA under
these rules.

Other distinctions exist between an IRA that is individually maintained by you and an IRA that you maintain under an
employer-sponsored SEP plan. For further and specific information, you should consult the governing documents for
your employer's SEP plan and/or a competent tax advisor.

Coverdell Education Savings Accounts
Beginning in 2002, you may be able to make non-tax-deductible contributions of up to $2,000 annually to a Coverdell
Education Savings Account (formerly known as an "Education IRA") for a child until he or she reaches age 18.
Earnings in the Coverdell Education Account, if the distributions are used correctly, accumulate and are paid free of
income tax. For more information on Coverdell Education Savings Accounts, you should consult your Morgan Keegan
Financial Advisor.

Responsibility
Morgan Keegan assumes no responsibility for determining or maintaining your eligibility for tax benefits under the
Internal Revenue Code.




40
                           IRS Approval Letter
Internal Revenue Service           Department of the Treasury


                                   Washington, DC 20224


                                   Person to Contact:
Morgan Keegan & Company, Inc.       Edward B. Weisel
Morgan Keegan Tower                Telephone Number:
Fifty Front Street                  (202) 622-8400
Memphis, TN 38103                  Refer Reply to:
                                     E:EP:R:7
EIN:    64-0474907                 Date:
                                      March 31, 1993



Gentlemen:

     In a letter dated October 30, 1992, supplemented by additional
correspondence dated March 3, 16, 23, and 30, 1993, your authorized
representative requested a written notice of approval that Morgan Keegan
& Company, Inc. may act as a nonbank trustee for individual retirement
arrangements (IRAs) established under section 408 of the Internal
Revenue Code.

     Section 408(a)(2) of the Code requires     that a trustee of an IRA be
a bank (as defined in section 408(n) of the     Code) or such other person
who demonstrates to the satisfaction of the     Secretary that the manner in
which such other person will administer the     IRA will be consistent with
the requirements of section 408.

     The Income Tax Regulations at section 1.401-12(n) provide the
criteria for determining the ability of such other person, for purposes
of section 408(a)(2) of the Code, to act as a trustee. Section 1.401-
12(n) of the regulations provides that such person must file a written
application with the Commissioner of the Internal Revenue Service
demonstrating its ability to act as a trustee.

     Based on all the information submitted to this office and all the
representations made in the application we have concluded that Morgan
Keegan & Company, Inc., meets the requirements of section 1.401-12(n) of
the regulations and, therefore, is approved to act as a nonbank trustee
for IRAs established under section 408 of the Code.

     This letter, while authorizing Morgan Keegan & Company, Inc., to
act as a trustee does not authorize it to pool accounts in a



                                                                          41
                                   -2-

Morgan Keegan & Company, Inc.



common investment fund (other than a mutual fund) within the meaning of
section 1.401-12(n)(6)(viii)(C) of the regulations. Morgan Keegan &
Company, Inc. may not act as a trustee unless it undertakes to act only
under trust instruments that contain a provision to the effect that the
owner is to substitute another trustee upon notification by the
Commissioner that such substitution is required because the applicant
has failed to comply with the requirements of section 1.401-12(n) of the
regulations or is not keeping such records, or making such returns or
rendering such statements as are required by forms or regulations.

     Morgan Keegan & Company, Inc., is required to notify the
Commissioner of Internal Revenue, Attn: E:EP:R, Internal Revenue
Service, Washington, D.C. 20224, in writing of any change which affects
the continuing accuracy of any representations made in its application.
Further, the continued approval of its application to act as a nonbank
trustee for IRAs established under section 408, is contingent upon the
continued satisfaction of the criteria set forth in section 1.401-12(n)
of the regulations.

     This approval letter is not transferable to any other entity. An
entity that is a member of a controlled group of corporations, within
the meaning of section 1563(a) of the Code, may not rely on an approval
letter issued to another member of the same controlled group.
Furthermore, any entity that goes through a merger, consolidation or
other type of reorganization may no longer rely on the approval letter
issued to such entity prior to the merger, consolidation or other type
of reorganization. Such entity will have to apply for a new
determination letter in accordance with section 1.401-12(n) of the
regulations.

     This letter constitutes a determination that Morgan Keegan &
Company, Inc., may act as a nonbank trustee for IRAs established under
section 408 and does not bear upon its capacity to act as a trustee or
custodian under any other applicable law.

     In accordance with the power of attorney on file in this office,
this letter was sent to your authorized representative.

                                   Sincerely yours,



                                   William B. Hulteng
                                   Chief, Employee Plans
                                   Rulings Branch

42
                                                    Exhibit D
                                             Business Continuity Plans

Morgan Keegan & Co., Inc. is a wholly-owned subsidiary of Regions Financial Corporation and is registered as a
broker-dealer with the Securities and Exchange Commission. Morgan Keegan (herein after "MK") is a member of the
New York Stock Exchange, the National Association of Securities Dealers and other major exchanges. As such, MK
has been required by rule to create contingency plans in the event a disaster disrupts the Firm's ability to do business.

In response to this rule making, MK has undertaken a study of its business and created contingency plans to address
any such interruption of its business. MK identified key departments and personnel within those departments who
would be necessary to keep the Firm up and running in the event of a disaster. Provisions have been made for the
backup of all hardware and software systems. In the event a disaster shuts down MK's main office, alternate sites
have been scouted and equipped to allow for the continuation of the Firm's business.

This disclosure will not attempt to re-create the entire plan, but rather, will attempt to summarize key features of the
Plan. The Plan itself is the subject of review and changes. The identity of persons and processes will change over
time and MK will endeavor to keep the Plan current with such changes.

In the event of an interruption, an Incident Management Team has been created. This team comprises Senior
Managers of various support departments including Operations, Communications, IT, Accounting, Legal/Compliance
and Internal Audit. This group will evaluate the severity of the interruption and decide if operations should be moved
from the headquarters building at 50 North Front Street.

Each business unit has identified a recovery team leader. In the event of an interruption, the business unit recovery
team leader will assemble key team members. Each such business unit will be responsible for notifying its employees
if and where they should report.

In the event headquarters facilities at 50 North Front Street are not available, a Disaster Recovery Site has been
designated and equipped. This site has been fitted with an independent backup power system. Space has been
allocated to each business unit to permit the business units to continue to function.

Short-term and longer-term contingency plans have been created should an incident effectively eliminate the ability to
trade from the headquarters at 50 North Front Street. For listed securities, trades will be routed to the New York Office
until such time as traders can get to the Disaster Recovery Site. At that point, trading will be handled at the Disaster
Recovery Site. For OTC securities, customer orders will be routed to another broker/dealer for execution. Market-
making functions will be cancelled until such time as the traders can be relocated to the Disaster Recovery Site. For
Options and Fixed Income Securities, trading will resume upon relocation of the traders to the Disaster Recovery Site.

The Business Continuity Planning process also takes into account the information technology needs of the Firm.
Backup computer systems have been established. These computers will be reconfigured and restored to the point of
any event which caused a system failure. With the restoration of the backup system, all necessary data systems will
be functional. The Disaster Recovery Site has been equipped with necessary communications tools. Those services
will be switched to the Disaster Recovery Site in the event of a disruption in the headquarters facility.




                                                                                                                      43
                                                  Exhibit E
                         Brokerage Transactions Conducted in Regions Bank Locations

If you are meeting with a Morgan Keegan Financial Advisor in a Regions Bank location, you understand that all
securities transactions are handled by Morgan Keegan & Company, Inc. You also acknowledge the following:

1. Investments in other than a federally insured certificate of deposit are NOT insured by the Federal Deposit
   Insurance Corporation (FDIC) or any other federal or state deposit guarantee fund or other deposit insurance.
   They are not deposits or other obligations of Regions Bank. They are not guaranteed by the bank. They are
   subject to investment risks, including possible loss of the principal amounts invested.

2. Insurance products sold by Morgan Keegan & Company, Inc., including, but not limited to term life insurance and
    fixed annuities have the following disclosures that need to be provided:

        a. The insurance product or annuity is not a deposit or other obligation of, or guaranteed by, the depository
           institution or its affiliate;

        b. The insurance product or annuity is not insured by the Federal Deposit Insurance Corporation or any other
           agency of the United States, the depository institution or its affiliate;

        c. In the case of an insurance product or annuity that involves an investment risk, there is investment risk
           associated with the product, including the possible loss of value; and

        d. The depository institution may not condition an extension of credit on the consumer's purchase of an
           insurance product or annuity from the depository institution or from any of its affiliates, or on the
           consumer's agreement not to obtain, or a prohibition on the consumer from obtaining, an insurance product
           or annuity from an unaffiliated entity.

3. Mutual funds, unit investment trusts, or annuities have a sales charge. It may be charged when you purchase an
   investment (a front-end load), or it may be charged when you sell it (a back-end load). Your Financial Advisor
   should explain all applicable sales charges and provide a prospectus relating to any mutual fund, unit investment
   trust or variable annuity you purchased.

4. Mutual funds, unit investment trusts, stocks, bonds as well as other types of investments may fluctuate in value or
   in dividends paid. Such fluctuations may be up or down and caused by market conditions or investment
   performance. Downward fluctuations may result in loss of principal and/or income. When the investment is sold,
   its value may be higher or lower than the amount you originally paid.

5. With mutual funds, under certain circumstances a reduced sales charge (breakpoint) is available through volume
   purchases or through agreements (Letter of Intent) to purchase larger amounts over a set period of time.

6. All security transactions are being handled by Morgan Keegan & Company, Inc., and not Regions Bank in whose
   branch the Morgan Keegan Financial Advisor is located. When you engage in any such security transaction, you
   are conducting business with Morgan Keegan & Company, Inc., not the bank. The Financial Advisor is an
   employee of Morgan Keegan & Company, Inc., and not an employee of Regions Bank.

7. Bank tellers, retail deposit-taking bank employees, and other bank employees are not authorized to offer any
   investment advice.

8. Notwithstanding the identification of Regions Bank, these disclosures are applicable for any activity conducted by
   Morgan Keegan in any bank, thrift, credit union or other financial institution that accepts deposits




44
                                                 Exhibit F
                  Regions Bank -Agreement for Deposits Maintained Through Morgan Keegan

Acceptance of this Agreement
By making or maintaining a deposit with Regions Bank (“we,” “us,” and “our”), you and Morgan Keegan & Co., Inc.
(“Morgan Keegan”), as your agent, agree to abide by and be bound by this Agreement.

Relationship with Morgan Keegan
You appoint Morgan Keegan as your agent to handle the account transactions and activities. Deposits with us are not
obligations of Morgan Keegan and are not guaranteed by Morgan Keegan. Securities made available by Morgan
Keegan are not guaranteed by us and are not insured by the FDIC. Your relationship with Morgan Keegan is
governed by the terms and conditions of the Morgan Keegan Client Agreement.

Funds Deposited
Morgan Keegan, as your agent, will establish and deposit all funds into the account. The account will be evidenced
by a book entry on our account records. No evidence of ownership, such as a passbook or certificate, will be issued
to you. No deposits will be accepted directly from you. We may refuse or return all or part of any deposit. All
deposits received after our established cutoff hour or on Saturday, Sunday or a bank holiday will be deemed to be
deposited on the next banking day. Delivery of items to Morgan Keegan will not constitute delivery of such items to
us. All deposits are subject to subsequent verification and correction.

Deposit Insurance
Funds on deposit with Regions Bank are insured by the Federal Deposit Insurance Corporation (FDIC) up to a
maximum amount of $250,000 (including principal and interest) through December 31, 2009. For purposes of
determining deposit insurance coverage, accounts or deposits maintained with us will be aggregated. You are
responsible for monitoring the total amount of such deposits in order to determine the extent of insurance coverage
available to you. Neither Morgan Keegan nor we will be obligated to you for amounts not covered by deposit
insurance or for any loss you might incur as a result of a delay in insurance payouts applicable to the account. For
more information on FDIC insurance, you may contact the FDIC Office of Consumer Affairs at 800-934-3342 or 202-
942-3100, or visit the Web site at www.fdic.gov.

No Individual Withdrawal Privileges
You may not write checks or otherwise make withdrawals against funds on deposit with us. Morgan Keegan, as your
agent, will make all withdrawals on your behalf, including withdrawals to transfer funds into your account at Morgan
Keegan (such as to pay for securities that you direct Morgan Keegan to purchase for your account).

Internal Accounting of Balances
For most purposes, the account is considered as one account. For internal accounting purposes, however, we
reserve the right to treat the account as consisting of separate sub-accounts: a transaction account designated as the
“Transaction Sub-Account,” and a savings account designated as the “Savings Sub-Account.” For regulatory
purposes, the Transaction Sub-Account is classified as an account from which an unlimited number of transfers of
funds may be made. The Savings Sub-Account, however, is classified as a “time” deposit in which the number of
transfers from the account is limited to six (6) per statement cycle. The regulatory limitation of transfers from the
Savings Sub-Account during a statement cycle is the determining factor for the procedure for transfers between the
sub-accounts. Funds on deposit in the Savings Sub-Account will be maximized during each monthly statement cycle
by automatic transfers from the Transaction Sub-Account, which will minimize the funds on deposit in the Transaction
Sub-Account. In order to accomplish this goal, funds on deposit in the Transaction Sub-Account in excess of a Target
Balance (which we may establish and change from time to time in our discretion) will be automatically transferred by
Regions to the Savings Sub-Account until such time in each monthly statement cycle that a total of six (6) transfers
have been made from the Savings Sub-Account back to the Transaction Sub-Account to cover withdrawals made
from the Transaction Sub-Account. Following the sixth transfer from the Savings Sub-Account to the Transaction
Sub-Account, no further such transfers will be made until the beginning of the next statement cycle. All transfers of
funds between the sub-accounts will be made automatically by us. You will notice no change in the account as a
result of these transfers. The structure of the account has no impact on FDIC insurance. We reserve the right to
require seven days’ advance notice before permitting a withdrawal from the Savings Sub-Account. We are required
by law to reserve this right.

Payment of Interest
Interest will be paid at the rate and on the interest payment dates established from time-to-time. Interest will be
calculated on the basis of a 365-day year (366 days in any calendar year that is a leap year) using the daily balance
method. The daily balance method applies a daily periodic rate to the principal in the account each day. Interest is

                                                                                                                   45
calculated daily and paid monthly on the account. Interest begins to accrue on the business day that collected funds
are deposited into the account. We may not pay interest on funds represented by a check or other item that is
returned unpaid. Interest rates and annual percentage yields are subject to change at any time in our discretion
without notice to you. There is no limitation on the amount that interest rates and annual percentage yields may
change. If the account is closed before interest is credited or if there is not a positive balance in the account on the
interest payment date, accrued interest will not be paid. The interest rate paid may be higher or lower than the
interest rate available to direct depositors for comparable accounts. You should ask your Morgan Keegan Financial
Advisor about the current interest rate and annual percentage yield. You also should compare terms, interest rates,
charges and other features of the account with other accounts, sweep options and alternatives offered by Morgan
Keegan.

Periodic Statements
Morgan Keegan will maintain all records concerning the funds on deposit. Morgan Keegan will be responsible for
providing you with periodic statements. We will have no liability for the failure of Morgan Keegan to provide you with
any required statements or for any incomplete statements that Morgan Keegan may provide you. Any disputes
concerning a statement must be raised in writing with Morgan Keegan. You must report any such irregularity promptly
to Morgan Keegan, and in no event later than thirty (30) days after the closing date of the statement. Failure to report
such irregularity to Morgan Keegan within thirty (30) days shall preclude you and Morgan Keegan from recovering any
amounts from us.

Fees Paid to Morgan Keegan
You acknowledge and understand that fees, including a deposit brokerage fee, will be paid to Morgan Keegan with
respect to funds deposited with us and for services provided by Morgan Keegan, including, among other things,
maintaining required records. All fees are subject to change from time to time without notice to you.

Verification
You authorize us to investigate, or reinvestigate at any time, any information provided by you or Morgan Keegan, as
your agent, in connection with the account, and to request and obtain credit and account information reports and
verifications of employment, salary, assets and references for such purpose.

Closing the Account
You may terminate this Agreement and your agency relationship with Morgan Keegan and close or transfer the
account at any time, upon notice to Morgan Keegan, but you will remain responsible for any outstanding fees or
obligations relating to the account. We and Morgan Keegan, in the sole discretion of either of us, may terminate this
Agreement and close the account at any time without notice. This Agreement will continue to govern matters relating
to the account that arose before termination or that may arise later.

Claims and Disputes Concerning The Funds
If another person or entity makes a claim against funds deposited with us, or if we have reason to believe there is or
may be a dispute over matters, such as the ownership of the funds or the authority to withdraw funds, we may, in our
sole discretion: (i) continue to rely on current signature cards, resolutions or other account documents held by
Morgan Keegan; (ii) honor the competing claim upon receipt of evidence we deem satisfactory to justify such action;
(iii) freeze all or a part of the funds until the dispute is resolved to our satisfaction; or (iv) pay the funds into an
appropriate court of law for resolution. If we choose to pay the funds into an appropriate court of law, you agree to
reimburse us for all attorney's fees and court costs we incur. No interest will be paid by us on funds deposited with a
court of law.

Arbitration and Waiver of Jury Trial
This Agreement involves transactions in interstate commerce. All disputes and claims pertaining to this Agreement,
the account (including services linked to the account) or the relationships that arise therefrom, whether based in
contract, tort or otherwise, shall be resolved by binding arbitration under the expedited procedures of the Commercial
Financial Disputes Arbitration Rules of the American Arbitration Association (AAA) and the Federal Arbitration Act in
Title 9 of the US Code. Arbitration hearings will be held in Birmingham, Alabama. No person entitled to demand
arbitration hereunder shall be permitted to assert a dispute or claim that is on behalf of any other person. Judgment
upon the award rendered in arbitration shall be final and may be entered in any court, state or federal, having
jurisdiction. If a dispute or claim is not subject to arbitration for any reason, then the dispute or claim shall be decided
in a court of competent jurisdiction without a jury. You and we irrevocably waive all rights to trial by jury.

Indemnification
If we take any action with respect to the funds in accordance with your or Morgan Keegan’s, acting as your agent,
instructions or orders, or in accordance with this Agreement, and we incur any loss, liability, damage, cost or expense

46
(including reasonable attorney's fees) as a result of any claim, demand, action, suit or proceeding brought or made by
any party, you agree to indemnify and hold us harmless from and against such loss, liability, damage, cost or expense
and to reimburse us for the amount thereof.

Costs and Attorney's Fees
You agree to reimburse us for our costs and expenses (including reasonable attorney's fees) in connection with any
legal process affecting the account, any ownership or authority disputes regarding the account, or any other action
regarding the account where we are the prevailing party. We may charge the account for such costs and expenses
without further notice to you.

Changing This Agreement
We may change the terms of this Agreement and applicable fees and charges. We also reserve the right to
implement additional fees and charges at any time. You will receive notice of a change that is not in your favor. Your
continued use of the account after the effective date of the change, as stated in the notice, or after a reasonable time
if no such date is stated, will constitute your acceptance of the terms of the change. This Agreement may not be
amended or modified orally.

Effect of Waiver
We reserve the right to waive the enforcement of any of the terms of this Agreement with respect to any transaction or
series of transactions. Any such waiver will not affect our right to enforce any of our rights with respect to other
depositors, or to enforce any of our rights with respect to later transactions with you.

Notices
All notices concerning the account are effective when mailed or sent by telegraph, messenger, facsimile or other
communications media to the address that Morgan Keegan has for you in its central account records, whether actually
received by you or not. Unless otherwise provided in this agreement, notice from you must be in writing to Morgan
Keegan and will be effective upon our receipt of such notice from Morgan Keegan, provided we have a reasonable
opportunity to act on it.

Force Majeure
You agree that we will not be liable for any loss or damage due to delays or failure to perform resulting from
circumstances beyond our reasonable control (such as telecommunication or electrical outages and malfunctions,
postal strikes or delays, computer system failures, natural disasters, and acts of terrorism or war). The time, if any,
required for such performance under this Agreement shall be automatically extended during the period of such delay
or interruption.

Applicable Law
This Agreement and your deposit relationship with us will be governed by the substantive laws (excluding laws of
conflict) and regulations of the United States and the State of Alabama. Our rights under this Agreement and
applicable law are cumulative and not exclusive.

Conflicts with Applicable Law And Disclosures
To the extent this Agreement conflicts with any applicable provision of the Uniform Commercial Code, this Agreement
shall control; otherwise, this Agreement supplements, but does not displace, the Uniform Commercial Code. If any
provision of this agreement conflicts with any applicable disclosure statement we or Morgan Keegan have given you
pursuant to the requirements of any law, such as the federal Electronic Fund Transfer Act, the federal Truth-in-
Savings Act, or the federal Expedited Funds Availability Act, the provisions of such disclosure statement shall control.
Any provision of this Agreement that conflicts with applicable law shall automatically be deemed amended to the
extent necessary to make it conform to such applicable law as of the effective date thereof and shall be binding upon
you without necessitating that we formally amend this Agreement by the procedures specified herein.

Severability
A determination that any part of this Agreement is invalid or unenforceable will not affect the remainder of this
Agreement.




                                                                                                                     47
                                                     Exhibit G
                                     The Regions Privacy Pledge to Consumers

Confidence is knowing that you have a financial partner that respects and protects the privacy of your
personal financial information. At Regions, we are committed to keeping your trust and confidence, therefore we
set a high standard on quality service, and we deliver on this standard each and every day – because it’s the right
thing to do. The Regions Privacy Pledge is our way of communicating the kind of information we collect, how we use
it, and the standards and procedures in place to safeguard your personal financial information.

The Regions family of companies is committed to helping you realize your dreams by anticipating, understanding and
meeting your financial needs. As we work together to provide the broad array of financial products and services you
want and need, we pledge to protect the personal information you have entrusted to us. You can be confident that
Regions will not sell or share customer information or customer lists to outside marketers or with any unaffiliated
person, company, or organization except in legally permitted circumstances.

INFORMATION WE COLLECT
The information we collect is limited to what we believe is necessary or useful to conduct our business; to administer
your records, accounts and funds; to comply with laws and regulations; to help us design or improve products and
services; and to understand your financial needs so that we can provide you with quality products and superior
service.

We Collect This Information From The Following Sources:

     •   Information we receive from you on applications or other forms, such as your assets, income and other debt.
     •   Information about your transactions and experiences with us, our affiliates or others, such as your account
         balance, payment history, parties to transactions and credit card usage.
     •   Information we receive from a consumer report, such as information regarding your creditworthiness or credit
         history.
     •   Information we receive through our online services, such as information relating to Web site navigation,
         customer contact and optional surveys.
     •   Information we receive from public records and market research, such as demographic information.
     •   Information we obtain from outside sources relating to their employment, credit or other relationships with you,
         such as a verification of employment history, loan or credit card balance, or insurance coverage.
     •   Information we have obtained at your request, such as aggregated information from multiple financial service
         providers.

INFORMATION WE SHARE
We do not share information about our customers or former customers, except as described in the Regions Privacy
Pledge.

Sharing Among Our Affiliated Companies
In the course of our business, we may share some or all of the information described above among our affiliates. We
may share information with affiliates providing financial and related services, such as our securities broker-dealers,
our insurance companies and agencies, our banks and our mortgage companies. We may also share with our
affiliates providing non-financial services, such as our operations and servicing companies. This gives us a more
complete knowledge of your total relationship with us and helps us meet your financial needs.

You may direct us not to share information that is assembled or used to determine your eligibility for a product or
service, such as that shown on consumer credit reports and asset and income information from applications.
Beginning October 1, 2008, you may direct us not to share information about our transactions and experiences with
you (such as your account balances and payment history) for the purpose of marketing products or services.

If you prefer that we not share this other information among our affiliates, you may choose to opt out (or ask us not to
share within the Regions family of companies). To opt out, simply notify us by calling 1-800-240-2948. Regions
customers can also opt out by writing to us at: Regions Bank, Privacy Officer, P.O. Box 10944, Birmingham, AL
35202. Your opt-out request will become effective as soon as reasonably practicable after we receive it.

We will mail the Regions Privacy Pledge annually to the address to which we send your product or account
information. If there are multiple owners of a product or account, we will treat an opt-out request by one of the owners
as applying to that owner only, unless that person requests on behalf of other owners that their information not be
disclosed. You only need to notify us once if you choose to limit the information shared among our affiliates. If you

48
have notified us in the past, there is no need to do so again. We will continue to honor your request, subject to
modifications by you and other exceptions described in the Regions Privacy Pledge.

We do not share medical or health information among our family of companies except to process transactions or to
provide services you have requested or initiated.

Sharing With Companies That Work With Us
In order to conduct company business, and to offer products or services that may complement your relationship with
us, we may share some or all of the information we collect, as described above, with the following companies
(including our affiliates):
     • Companies that perform services for us or on our behalf, such as vendors we hire to prepare account
         statements or to provide support for one or more of our products and services.
     • Companies that perform marketing services on our behalf or other financial institutions with which we have
         joint marketing agreements, such as insurance companies and credit card issuers.

These companies act on our behalf, and are contractually obligated to keep the information we provide them
confidential and to use the information only for the purposes authorized.

Sharing In Other Situations
We may share some or all of the information we collect, as described above, as otherwise authorized or required
under applicable law. This includes, for example, disclosures to credit reporting agencies; disclosures to process and
service your requested or authorized transactions; disclosures in connection with recording deeds of trust, mortgages
and other security instruments in public records; disclosures in connection with subpoenas or other legal processes;
disclosures as part of fraud investigations; disclosures in connection with audits and examinations; disclosures in
connection with the sale of accounts to another financial institution; and disclosures pursuant to your authorization or
consent.

PROTECTING INFORMATION ABOUT YOU
We authorize access to information about you for only those employees who need to know that information as part of
their job responsibilities. We also educate our employees about the importance of confidentiality and customer privacy
through standard operating procedures, special training programs, and our Code of Conduct. We take appropriate
disciplinary measures to enforce employee privacy responsibilities.

Regions also maintains strict information security procedures, including physical, electronic and procedural
safeguards, to protect the confidentiality of your information. We will continue to test and update our technology to
improve the protection of your information.

We understand your concerns about recent occurrences such as identity theft, and we employ standard identification
procedures designed to deter these situations. To protect yourself from fraud and identity theft, the first step is
monitoring your credit and checking for accuracy. The law entitles you to receive one free credit file disclosure every
12 months from each of the national consumer credit reporting companies.

Monitoring your credit for accuracy is an important step to take in protecting yourself from fraud and identity theft.
Regions does not contact customers via e-mail to verify or request security information. If you receive such a
fraudulent e-mail, please do not respond; instead forward it to phishing@regions.com.

If you believe your account information may have been compromised, please contact us immediately at 1-800-
REGIONS (1-800-734-4667). For more information about guarding your account and personal information, please
visit our Web site at regions.com.

PROTECTING INFORMATION ABOUT FORMER CUSTOMERS
The Regions Privacy Pledge regarding the collection, use and disclosure of information about former customers is the
same as our pledge to current customers.

OTHER HELPFUL PRIVACY INFORMATION
We Want To Maintain Accurate Customer Information
We have established procedures to keep your information current and complete. These procedures include
responding to requests to correct inaccurate information in a timely manner. If you believe our customer records
contain incorrect information about you, call or write to us at the telephone number or address listed on your account
statement, bank records or other documentation, or visit our Web site at regions.com to send us a secure e-mail.


                                                                                                                     49
We Protect Online Information
To learn more about online security, visit our Web site at regions.com and refer to our Online Privacy Guidelines.

You Can Limit Pre-Approved Credit Solicitations
To request that your name be removed from pre-approved credit solicitations developed through credit reporting
agencies, you can call 1-888-567-8688 or write to the agencies listed below. Include your name, address and Social
Security number.

        Experian
        Consumer Opt-Out
        01 West Bond
        Lincoln, NE 68521

        Equifax, Inc.
        Options
        P.O. Box 740123
        Atlanta, GA 30374-0123

        TransUnion LLC
        Name Removal Option
        P.O. Box 97328
        Jackson, MS 39288-7328

QUESTIONS ABOUT THE REGIONS PRIVACY PLEDGE
If you have questions about the Regions Privacy Pledge or about the privacy of your information, please call us at 1-
800-394-0543 between 7 a.m. and 7 p.m. CT, Monday through Friday and from 7 a.m. to 2 p.m. CT on Saturday, or
visit our Web site at regions.com to send us a secure e-mail.

KEEPING UP TO DATE WITH THE REGIONS PRIVACY PLEDGE
The Regions Privacy Pledge is subject to change. You can always review the current Regions Privacy Pledge on our
Web site at regions.com, or visit any of our offices to obtain a copy. We will notify you annually about the Regions
Privacy Pledge as long as you maintain an ongoing relationship with us.

MISCELLANEOUS INFORMATION
The Regions Privacy Pledge applies to individuals who obtain or have obtained from us a financial product or service
that is used primarily for personal, family or household purposes. The laws of some states may impose separate or
additional requirements before particular types of information about customers in those states can be disclosed. This
Regions Privacy Pledge is provided in compliance with applicable law and replaces all prior notices, statements or
agreements with respect to the same subject matter.

SPECIAL PRIVACY NOTICE FOR CALIFORNIA AND VERMONT RESIDENTS
California and Vermont law place additional limits on disclosing information about California and Vermont residents so
long as they remain residents of those states.

In accordance with California law, we will not disclose information we collect about California residents to unaffiliated
companies, except as permitted by law, which includes disclosures with the consent of the California resident and
disclosures to service the resident’s accounts with us, as well as other lawful disclosures.

In accordance with Vermont law, we will not disclose information we collect about Vermont residents to unaffiliated
companies and will not disclose application and third party credit-related information about Vermont residents to our
affiliated companies except as follows: as permitted by law; to companies that perform marketing or other services on
our behalf; name, contact and transaction and experience information to other financial institutions with which we
have joint marketing agreements; or with the authorization or consent of the Vermont resident.

COMPANIES THAT MAKE THE REGIONS PRIVACY PLEDGE
The Regions Privacy Pledge is made and issued by the following Regions companies that furnish consumer financial
products and services: Regions Bank and other companies with the Regions name, Morgan Keegan & Company, Inc.,
and other companies with the Morgan Keegan name, Athletic Resource Management, Inc., Morgan Asset
Management, Inc., ICT Insurance Agency, Inc., and Crockett Adjustment, Inc. Some of our affiliates may issue
separate privacy notices.


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¿Desea leer este folleto en español?
Para solicitar una copia de esta información en español, llame al 1-800-REGIONS (1-800-734-4667) o visite
regions.com/español.

A large print version of this Privacy Pledge is available by calling 1-800-REGIONS (1-800-734-4667) or by visiting any
Regions Bank office.

The Regions Family Of Companies
The following is a list of the Regions affiliates to which the Regions Privacy Pledge applies:

Morgan Keegan & Company, Inc.
Regions Bank
Morgan Asset Management, Inc.
Regions Morgan Keegan Trust, FSB
Athletic Resource Management, Inc.
Regions Insurance




                                                                                                                   51
                                              Exhibit H
                                        Amendments and Changes


Since the last publication to this Agreement, the following changes and/or amendments have been made. Please
insert the mailings or other copies here.

CHANGE # 1:


                                 THIS PAGE LEFT BLANK INTENTIONALLY




52
                                                     Exhibit I
                                          Fee Based Terms and Conditions
Advisory Agreement
The account terms in this Exhibit I may be unique to the fee-based programs offered by the Wealth Management
Services department of Morgan Keegan & Company, Inc. (“Morgan Keegan”). This document (“Advisory Agreement”)
supplements, and is to be read in conjunction with your New Account Form and Disclosure Booklets you received
when you opened up your brokerage account with Morgan Keegan. The first twenty-three (23) sections are general
and applicable to all of our fee-based programs unless otherwise indicated. The details of your specific program are
found in their own section in this document and are denoted by the caption heading. The individualized program
sections and program agreements shall control in the event of a conflict with the Introductory Clauses section. The
ADV Schedule H (Wrap Brochure) and ADV Part II are incorporated by reference into this Exhibit I. You will receive
the applicable fee-based ADV disclosures upon opening the account, and client has a right to terminate the contract
without penalty within five business days after entering into the contract.

INTRODUCTORY CLAUSES

1. Investment Advisory Services
Client acknowledges receipt of investment advisory services under this Advisory Agreement.

2. Account Fee
Client shall compensate Morgan Keegan for its services, on a quarterly basis in advance, in accordance with the fee
schedule (the “Account Fee”) set forth on the New Account Form. Morgan Keegan and Client acknowledge that the
fee schedule includes fees for discretionary mutual fund asset allocation services, custody of assets, execution, and
investment advice. There will be disclosed as applicable other fees. For example, as set forth in a prospectus, an
outside manager’s ADV, or fees payable to an overlay manager.

The initial quarterly payment of the Account Fee, payable to Morgan Keegan and due in full on the date the Account is
accepted by Morgan Keegan, will be the amount, pro-rated for the number of days remaining in the quarterly period,
due for the initial calendar quarter from the date of the execution of this Advisory Agreement and will be based upon
the market value of the assets held in the Account at the date of execution of this Advisory Agreement. Thereafter,
the Account Fee will be based upon the market value of the Account assets on the last business day of the previous
quarter and will be due the following business day.

If based on the assets under management, the fee will be an annual percentage as identified on the New Account
Form, payable in advance on a quarterly basis. As noted in the preceding paragraph, the initial quarterly payment of
the Account Fee is due in full on the date the Account is accepted by Morgan Keegan. As the time period the account
is open is less than a quarter, this Account Fee due for the initial calendar quarter will be the amount, pro-rated for the
number of days remaining in the quarterly period, from the date of the execution of this Advisory Agreement. It will be
based upon the market value of the assets held in the Account at the date of execution of this Advisory Agreement. If
not based on a percentage, the Account Fee will be described in detail as set out in the specific program or services
agreement and be acknowledged by the Client.

The amount of the Account Fee due will be debited to the Account on each due date. Nevertheless, the Client may
pay the Account Fee from outside funds provided Morgan Keegan is so notified in advance and such outside funds,
sufficient to pay the Account Fee due, are paid to Morgan Keegan on or prior to the due date.

To the extent required, Morgan Keegan will, at no additional charge, apart from those fees described herein, maintain
custody of securities in the Account. To the extent received, Morgan Keegan will also credit the Account with
dividends and interest paid on securities held in the Account and with principal paid on called or matured securities.

Client understands that a portion of the assets in the Account may be held in cash and that they may be periodically
invested in money market mutual funds. Client further understands that money market funds affiliated with Morgan
Keegan may be used as temporary investment vehicles for the Account to the extent permitted by law and Client
consents to the use of such affiliated funds in connection with the Account. Assets in such funds are subject to
various fees and expenses, which are ultimately borne by the investor. Morgan Keegan is expressly authorized to
receive commissions or fees associated with Client’s investment in such money market funds as described in the
prospectus of such funds.

Client understands that Morgan Keegan shall be entitled to the Account Fee chargeable on an Account of the
applicable minimum size, if any, should the opening value of the Account be less than the required minimum, or
should a withdrawal result in the value of the Account declining below the required minimum. If additional cash,

                                                                                                                        53
securities or other assets are deposited during the first two months of any quarter, an additional Account Fee,
prorated for the number of days remaining in the quarterly period and covering the total value of the accepted assets,
may be charged in the sole discretion of Morgan Keegan and, if charged, will become due on the date of such
acceptance. No fee adjustment will be made for partial withdrawals by Client during any quarter or for the
appreciation or depreciation in the Account value during any quarterly period. Morgan Keegan shall also have the
right to terminate any Account whose value declines below the required minimum, if any. Should this Advisory
Agreement be terminated, any unearned portion of the Account Fee will be refunded on a pro-rate basis, determined
by the day’s remaining in the calendar quarter billing period.

Client is advised that, in addition to the Account Fee paid by Client pursuant to this Advisory Agreement, any mutual
fund in which assets are invested by Client pays separate investment advisory fees and other expenses for which
Client bears a proportionate share. Client may purchase mutual funds, whether on a load or no-load basis, directly
from the mutual fund company without using Morgan Keegan’s services. Furthermore, Client is advised that the same
or similar services provided pursuant to this Advisory Agreement may be available from other firms for a fee lesser or
greater than that charged pursuant to this Advisory Agreement.

Except as specifically noted, the Account Fee does not include any compensation made on the basis of a share of the
capital gains upon, or capital appreciation of, the Account assets, as prohibited by the Investment Advisers Act of
1940, as amended.

Should this Advisory Agreement be terminated on other than the last day of the quarter, any unearned portion of the
Account Fee will be refunded on a pro-rata basis, determined by the day’s remaining in the calendar quarter billing
period.

   ERISA Accounts – 12b-1 Fee
Fees covering marketing and distribution costs of mutual funds are commonly referred to as 12b-1 fees. In the event
12b-1 fees are paid with regards to certain mutual fund holdings in this account, such 12b-1 fees will be automatically
credited against the account fee. Please note that Morgan Keegan is unable to credit 12b-1 fees for proprietary
mutual fund shares which include any mutual fund in the Regions Morgan Keegan Select Fund family.

   Non-ERISA Accounts – 12b-1 Fee
Fees covering marketing and distribution costs of mutual funds are commonly referred to as 12b-1 fees. These 12b-1
fees may only be credited for mutual fund shares held in street name or with Morgan Keegan named as broker of
record for the shares. Morgan Keegan is unable to credit 12b-1 fees for proprietary mutual fund shares which include
any mutual fund in the Regions Morgan Keegan Select Fund family. Additionally, 12b-1 fees may not be credited to a
Client engaged in broker-dealer activities. In the event 12b-1 fees from certain mutual fund holdings in this account
are credited against the account fee, such credit will occur automatically to the account unless you choose to forego
such credit.

3. Unmanaged Assets
In addition to the assets subject to this Advisory Agreement, the Client may hold other assets (Unmanaged Assets) in
the Morgan Keegan account in which the assets subject to this Advisory Agreement are held. Any such Unmanaged
Assets shall not be subject to any of the terms of this Advisory Agreement and specifically any such Unmanaged
Assets shall not be included for Account performance calculation purposes nor shall they be included for Account
valuation purposes in determining the Account Fee due.

4. Account and Performance Statements
Following the first calendar quarter in which the Account is opened, and monthly thereafter, Morgan Keegan will, at no
additional charge, furnish Client with Morgan Keegan’s account statement detailing positions and activity for the
period. Morgan Keegan will also furnish Client with confirmations of transactions executed by Morgan Keegan for the
Account. Following the first calendar quarter in which Client’s Account is open for 31 days or more, and quarterly
thereafter, Morgan Keegan will, at no additional charge, furnish Client quarterly performance reports with respect to
the Account.

Upon written request, Morgan Keegan will provide hard copies of the quarterly performance report to Client, mailed to
the address of record. Otherwise, quarterly performance reports are available on the Internet via Morgan Keegan’s
Client Access. Client must request access to quarterly performance reports via the Internet.

5. Agency Cross Transactions
Client hereby grants Morgan Keegan and its affiliates the authorization to effect “agency cross” transactions (i.e.,
transaction in which Morgan Keegan, or any person controlling, controlled by or under common control with Morgan

54
Keegan, acts as broker for the party or parties on both sides of the transactions) with respect to the Account to the
extent permitted by law. Client acknowledges that Morgan Keegan may receive compensation from the other party to
such transactions (the amount of which may vary) and that, as such, Morgan Keegan will have a potentially conflicting
division of loyalties and responsibilities. Client may revoke this consent to “agency cross” transactions, as described
herein, at any time by written notice to Morgan Keegan.

Pursuant to the provisions of Section 11(a) of the Securities Exchange Act of 1934, and Rule 11a2-2(T), thereunder,
certain transactions effected by Morgan Keegan for certain Clients on a national or regional securities exchange must
be executed through a floor broker unaffiliated with Morgan Keegan. Unless otherwise expressly provided by Client,
Client consents to Morgan Keegan and its affiliates acting as broker for the Account under such circumstances and to
retaining compensation received in connection therewith as permitted by applicable law.

6. Valuation
Any security or other asset in the Account(s) may be valued by Morgan Keegan in a manner intended in good faith to
reflect fair market value, but any such valuation shall be no guarantee of any type with respect to the value of the
assets in the Account(s), nor as to the accuracy of any data obtained from sources other than Morgan Keegan. Any
margin debit shall not serve to reduce the value of any of the assets in the Account(s) for valuation purposes in
determining the Account Fee. Short market positions in Account Assets (other than those resulting from short sales
made “against the box”) will be valued by determining the equivalent long market positions (i.e., the number of shares
sold short and the price per share). Short market positions in Account assets resulting from short sales made against
the box will not be included for valuation purposes in determining the Account Fee.

7. Client Authority
If this Advisory Agreement is entered into by a trustee or other fiduciary, such trustee or fiduciary represents that the
execution of this Advisory Agreement and the performance thereof is within the scope of the investment authority
authorized by the governing instrument and/or applicable laws; that such trustee of fiduciary is duly authorized to
enter into this Advisory Agreement, and that all fees, expenses and costs are properly chargeable to the Account(s);
that the services provided herein are necessary for the prudent administration of the Account(s) assets; and the
proposed arrangement will not violate any expense limitations or other restrictions applicable to the Account(s) assets.
Such trustee or fiduciary agrees to provide such supporting documentation as may be reasonably required by Morgan
Keegan. Except as previously disclosed to Morgan Keegan, Client warrants that any securities delivered to Morgan
Keegan are free of any lien, security interest or encumbrance, including constructive liens. If Client is a corporation,
the signatory on behalf of such Client represents that the execution of this Advisory Agreement has been duly
authorized by appropriate corporate action and Client agrees to provide such supporting documentation as may be
reasonably required by Morgan Keegan. Client undertakes to advise Morgan Keegan of any event which might affect
this authority or the propriety of this Advisory Agreement.

If the Account(s) is subject to ERISA, the person signing this Advisory Agreement of behalf of Client acknowledges
that he/she is a “named fiduciary” with respect to the control or management of the assets of the Account(s) in
accordance with the requirements of ERISA and that he/she is independent of, and unrelated to Morgan Keegan or
any of its affiliates.

8. Additions/Withdrawals
It is understood that Client may make additions to, and withdrawals from, the Account(s). All provisions of this
Advisory Agreement shall apply to any such additions or withdrawals.

9. Services to Other Clients
Client understands that Morgan Keegan, and its affiliates perform, among other things, investment banking, research,
brokerage, and investment advisory services, including those to be rendered pursuant to this Advisory Agreement, for
other clients. Client recognizes that Morgan Keegan, or any of its affiliates may give advice and take action in the
performance of their duties to such other clients (including those who may also be participants in similar arrangements
with similar investment objectives) which may differ from advice given, or in the timing and nature of action taken, with
respect to Client. Nothing in this Advisory Agreement shall be deemed to impose upon Morgan Keegan, or any of its
affiliates, any obligation to purchase or sell, or implement, or to recommend for purchase, sale or implementation by
Client, any investments or account strategy which Morgan Keegan, or any of its affiliates, may purchase, sell or
implement, or recommend for purchase, sale or implementation, for its or their own account, or for the account of any
other client. Client also acknowledges that Morgan Keegan and its affiliates may, by reason of its investment banking
or other such activities as described above, from time to time acquire confidential information. Client acknowledges
and agrees that Morgan Keegan is unable to divulge to the Client or any other party, or to act upon, any such
confidential information with respect to its performance of this Advisory Agreement.


                                                                                                                      55
10. Assignment
No assignment (as that term is defined in the Investment Advisers Act of 1940, as amended) of this Advisory
Agreement shall be made by Morgan Keegan without the consent of Client; nor shall Client assign this Advisory
Agreement without the consent of Morgan Keegan.

11. Termination
This Advisory Agreement may be terminated at will by either party giving written notice of such termination to the
other and termination will become effective upon receipt of such notice. Such termination will not, however, affect the
liabilities or obligations of the parties under this Advisory Agreement arising from transactions initiated prior to such
termination Upon the termination of this Advisory Agreement, Morgan Keegan shall be under no obligation
whatsoever to recommend any action with regard to, or to liquidate, the securities or other assets in the Account(s);
provided, however, that Morgan Keegan may complete any transactions pending as of the termination date or retain
amounts in the Account(s) sufficient to effect such completion. Upon termination, Client shall issue instructions in
writing to Morgan Keegan regarding any assets held in the Account(s). Client is also responsible for providing
Morgan Keegan with the name of another custodian at the time this Advisory Agreement is terminated. If Client
chooses not to maintain custody of the Account(s) with Morgan Keegan, Morgan Keegan shall not be liable for any
loss or diminution of value in the Account(s) as a result of Client’s failure to provide timely instructions to Morgan
Keegan regarding disposition of the assets in the Account upon termination.

12. Bonding
If the Account(s) is/are an employee benefit plan subject to ERISA, Morgan Keegan hereby represents that it
maintains an appropriate bond as required by the provisions of ERISA.

13. Entire Advisory Agreement and Severability
In addition to this Advisory Agreement, Client has (except in limited cases) executed a Morgan Keegan Client
Agreement. This Advisory Agreement, the Morgan Keegan Client Agreement and any related Account documents
represent the entire agreement between the parties with respect to the services provided herein and may not be
modified or amended except in writing signed by the party to be charged. If any term or condition of this Advisory
Agreement shall be held or made invalid or unenforceable to any extent or in any application, whether by statute, rule
or regulation, decision of a tribunal or otherwise, then the remainder of this Advisory Agreement shall not be affected
thereby, and each and every term and condition of this Advisory Agreement shall be valid and enforceable to the
fullest extent and in the broadest application permitted by law. Nothing contained herein shall in any way constitute a
waiver or limitation of any rights, which Client may have under any federal securities laws, rules or regulations.

14. Representations by Morgan Keegan
Morgan Keegan represents that it is registered as an investment adviser under the Investment Advisers Act of 1940,
as amended.

15. Receipt of Disclosure/Incorporated by Reference
Client acknowledges receipt of the Morgan Keegan Disclosure Form ADV Part II or the applicable Schedule H, Wrap
Account Brochure, at the time of entering into this Advisory Agreement. Client shall be entitled to terminate this
Advisory Agreement within five (5) business days of its acceptance by Morgan Keegan without incurring a penalty or
charge. The information and disclosures contained in Form ADV Part II and/or the applicable Schedule H, Wrap
Account Brochure(s) are incorporated by reference into this Advisory Agreement.

16. Proxies
If the Account is subject to ERISA, decisions on the voting of proxies are the responsibility of the trustee(s) of the
account or named fiduciary of the Account, and Morgan Keegan is precluded from taking any action or rendering any
advice with respect to the voting of proxies.

If the Account is not subject to ERISA, Morgan Keegan will not be required to take any action or render any advice
with respect to the voting of proxies solicited by, or with respect to the issuers of any securities held in the Account,
nor will it be obligated to render any advice or take any action on behalf of the Client with respect to securities or other
investments held in the Account, or the issuers thereof, which become the subject of legal proceedings, including
bankruptcies.

See the particular details to the wrap program as to any specific proxy rules.




56
17. Notices and Directions
Unless otherwise specified herein, all notices with respect to matters contemplated by this Advisory Agreement shall
be in writing and addressed, if to Morgan Keegan, to the Compliance Department, Morgan Keegan & Company, Inc.,
50 North Front Street, Memphis, TN 38103 and, if to the Client, at such address or addresses as shall be specified, in
each case, in a written notice provided to Morgan Keegan in the manner set forth herein. All directions by or on
behalf of the Client to Morgan Keegan shall be in writing and signed by the Client or an individual legally designated
by the Client.

Morgan Keegan shall be fully protected in relying upon any direction received from an individual who has been
properly designated in accordance with Section 7 above to give such directions until it receives a written notice
indicating that the individual in question is no longer authorized to give such directions or that a new individual is so
authorized in his or her place or until it has reason to believe that such directions are no longer valid. Morgan Keegan
shall be fully protected in acting upon any instrument, certificate or paper believed by it to be genuine and to be
signed or presented by the proper person or persons, and Morgan Keegan shall be under no duty to make any
investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive
evidence of the truth and accuracy of the statements therein contained.

18. Execution Services
Morgan Keegan will provide execution services relative to purchase and/or sale transactions for Client’s Account. In
connection with transactions effected for the Account, Client authorizes Morgan Keegan to establish accounts in its
name with members of national or regional securities exchanges and the NASDAQ electronic stock market, including
“omnibus” accounts established for the purpose of combining orders for more than one client, where it is appropriate
to do so.

Client authorizes and instructs each Adviser to effect securities transactions through Morgan Keegan, subject to the
Adviser's duty to seek best execution for trades with respect to the Account. Client understands that because the
Fees hereunder only cover transactions effected through Morgan Keegan, brokerage transactions for securities
normally will be executed through Morgan Keegan but that an Adviser may choose to effect transactions on behalf of
the Account through or with a broker or dealer other than Morgan Keegan. In general, these transactions will be
effected other than through Morgan Keegan when the transaction cannot be effected through Morgan Keegan due to
regulatory or other constraints or when the Adviser reasonably believes that the other broker or dealer may effect
such transactions at a price, including any brokerage commission or dealer markup or markdown, that is more
favorable to the Account than would be the case if the transactions were effected through Morgan Keegan. In the
selection of such broker-dealer, the Adviser may consider all relevant factors, including execution capabilities, speed,
efficiency, confidentiality, familiarity with potential purchasers or sellers or other relevant factors.

Client understands that it is authorizing the use of Morgan Keegan as the broker dealer for execution of all
transactions in the Account as determined by the Investment Advisor. Thus, it should be understood by the Client that
the Investment Advisor may not be able to negotiate commissions, obtain volume discounts and best execution may
not be achieved. Client hereby acknowledges that, because the Client is paying a single fee for a number of services
provided pursuant to this Advisory Agreement, the Investment Advisor will not negotiate fees or charges with respect
to transaction in securities which the Investment Advisor has been directed to execute though Morgan Keegan.
Rather, a portion of such single fee is allocated by Morgan Keegan for brokerage execution costs. As a result, and
depending upon the number of transactions that occur in the Account, the aggregate fees or charges payable by the
Client for transactions initiated by the Investment Advisor and the other services provided pursuant to this Advisory
Agreement may be higher than the aggregate fee or charges the Client would pay if the Client were to negotiate the
fees and charges of each service provider separately and the Investment Advisor were to negotiate the fees and
charges of each transaction separately.

Client hereby acknowledges that when recommending or effecting a transaction in a particular security for more than
one client, Adviser(s) shall allocate such recommendations or transactions among all client for whom such
recommendation is made or transaction is effected on such basis as Adviser(s) deems equitable. Client
acknowledges that, unless transaction for multiple client are aggregated as described above, transactions in a specific
security may not be recommended or effected at the same time or at the same price for all client accounts for which
such transaction will be recommended or effected. Adviser(s) shall not be required to give Client priority over any
other client.

Client further acknowledges that Adviser(s) shall not reconcile the individual transaction confirmations for Client’s
Account(s) with the records of Morgan Keegan showing the assets held in the Account(s). Client agrees to be
responsible for reconciling such records.


                                                                                                                      57
Client further understands and acknowledges that, in the event multiple Advisers are utilized, these Advisers may give
advice and take actions, which may differ, from advice given or action taken by other Advisers even with respect to
Client’s other accounts.

Client hereby represents that the direction to effect transactions through Morgan Keegan is for the exclusive benefit of
such Client and shall not cause such Client to engage in a prohibited transaction as defined in the Employee
Retirement Income Securities Act of 1974, as amended (“ERISA”), if such Client is subject to ERISA.

19. Representations by Client
The retention of Morgan Keegan as investment advisor with respect to the investment of all assets held in the Account
is authorized by the governing documents, if any, relating to the Account or if the Account is subject to ERISA, the
terms of the Plan and its concomitant trust Advisory Agreement. The terms of this Advisory Agreement do not violate
any obligation by which the Client is bound, whether arising by contract, operation of law or otherwise; This Advisory
Agreement has been duly authorized by appropriate action and, when executed and delivered, will be binding upon
the Client in accordance with its terms; If the Account is subject to ERISA, the undersigned, as named fiduciary, has
authority under the terms of the Plan to appoint an investment manager, as defined in Section 3(38) of ERISA; and
Client will deliver to Morgan Keegan such evidence of such authority as Morgan Keegan may reasonably require,
whether by way of a certified resolution or otherwise.

20. Standard of Care
Morgan Keegan and its affiliates and their respective present and former directors, officers, employees and agents
shall not be liable to Client for: (i) any act done or omitted by any of them under this Advisory Agreement so long as
such act or omission shall not have involved gross negligence, willful malfeasance or bad faith on their part, or
reckless disregard of their obligations and duties under this Advisory Agreement or, (ii) any misstatement or omission
in any Profile or Disclosure Statement/Document.

Notwithstanding the foregoing, Client understands that the persons protected from liability as described above may
owe duties to Client under the Investment Advisers Act of 1940, as amended, ERISA or other federal or state statutes,
or rules or regulations thereunder, or the rules or regulations of self-regulatory organizations, the breach of which may
confer upon Client certain rights of action against those persons even if such breach did not involve a violation of the
standards of care set forth above. Accordingly, those standards are not intended to constitute or be construed as a
waiver or limitation of any such rights of action.

21. Applicable Law
This Advisory Agreement shall be administered, construed and enforced in accordance with the laws of the State of
Tennessee without giving effect to the choice of law or conflict of laws provisions thereof; provided, however, that
nothing herein shall be construed in any manner inconsistent with the Investment Advisers Act of 1940, as amended
(or any rule, regulation or order promulgated thereunder), ERISA (or any rule, regulation or order of the Department of
Labor promulgated thereunder) or the investment advisory laws of any state (or any rule, regulation or order
thereunder) whose investment advisory laws apply to the relationship created under this Advisory Agreement. All
transactions for the Account(s) shall be subject to the rules and regulations of all applicable federal, state and self-
regulatory agencies or organizations including but not limited to the Securities and Exchange Commission, the
Financial Industry Regulatory Authority, Inc. (“FINRA”), Inc. and the Board of Governors of the Federal Reserve
System.

22. Alternative Investments
     Generally
Some or all Alternative Investments may not be suitable for certain investors. In addition, certain investors may be
precluded from participation in Alternative Investments by virtue of, among other things, their residence and financial
situation. Many of the Alternative Investments require investors to be “qualified purchasers” within the meaning of
federal securities laws (generally, individuals who own at least $5 million in “investments” and institutional investors
who own at least $25 million in “investments”, as such term is defined in the federal securities laws). Clients who are
ineligible to utilize Alternative Investments may be precluded from investment opportunities available to those Clients
who are eligible to utilize Alternative Investments. In addition, restrictions on additions and withdrawals from
Alternative Investments may limit or preclude client from other investment opportunities. No assurances can be given
by Morgan Keegan or the Overlay Manager that the investment objectives of Alternative Investments utilized in the
Account(s) will be achieved. The past performance of an Alternative Investment is not necessarily indicative of future
results. Many Alternative Investments are placed pursuant to exemptions from securities registration and, for
example, may not be subject to the same regulatory requirements as mutual funds or other securities. In addition to
general risks, including but not limited to, risk of loss of principal, illiquidity of certain investment vehicles and lack of
transparency with respect to specific holdings, each Alternative Investment will be subject to its own specific risks,

58
including strategy and market risk. Certain Alternative Investments result in the Client’s receipt of tax reporting
information on Schedule K-1. As a result, a Client whose Account(s) utilizes Alternative Investments will likely be
required to obtain extensions for filing federal, state and local income tax returns each year.

    ERISA Accounts
Alternative Investments may, in certain instances, accept contributions from benefit plans which are subject to ERISA
(generally excluding foreign, church or governmental plans), any plan which is subject to Section 4957 of the Internal
Revenue Code, and any entity whose underlying assets include plan assets by reason of a plan’s investment in such
entity. Clients whose Account(s) is subject to ERISA may be limited or prohibited from participating in Alternative
Investments and must consult with Morgan Keegan and their independent advisors and review the Offering
Documents of the Alternative Investments prior to investment.

23. Miscellaneous
Morgan Keegan reserves the right to refuse to accept this fee based Advisory Agreement in its sole discretion and for
any reason. For the purpose of referring to this Advisory Agreement, the date of execution of this Advisory
Agreement shall be the date of acceptance by Morgan Keegan. As used herein, reference to persons in the
masculine gender shall include persons of the feminine gender. References in the singular shall, as and if
appropriate, include the plural. All paragraph headings are for convenience and reference only, do not form a part of
this Advisory Agreement and shall not affect in any way the meaning or interpretation of this Advisory Agreement. In
no event will Morgan Keegan be obligated to execute any transaction, which it believes would be volatile of applicable
state or federal law, rule or regulation, or of any rule or regulation of any regulatory or self-regulatory body.

Client shall have the right to (i) withdraw, vote, hypothecate and pledge the securities in the Account, (ii) receive
confirmations of Account transactions from Morgan Keegan, and (iii) instruct Morgan Keegan to refrain from
purchasing particular securities or to impose restrictions relating to the Account. Client understands that any such
restrictions imposed by Client directing Morgan Keegan not to purchase particular securities may impair the
attainment of the Client’s investment objectives and the Account’s performance.

Morgan Keegan shall provide continuous investment advice to each Client based upon the individual needs of that
Client as made known to Morgan Keegan by the Client. Morgan Keegan and the designated Financial Advisor are
available, upon reasonable request, to consult with Client concerning any changes in the Client’s financial situation
and/or investment objectives, or concerning the performance of the Account.

The mutual fund and/or its distributor, if any, will execute all purchase and sale orders, maintain custody of its portion
of the Account assets and perform such custodial functions including the crediting of dividends and capital gains to
the Account and will send confirmations and statements of transactions to the Client.

In connection with the services being provided to Client, Morgan Keegan is entitled to rely upon the financial and
other information provided by the Client in the Investment Objective Questionnaire (the "Questionnaire"). Client
acknowledges completion of the Questionnaire and further represents that the financial and other information
provided by the Client is true, correct and complete in all material aspects. Client agrees to promptly inform Morgan
Keegan in writing of any material change to such information and to provide any additional information as may be
requested by Morgan Keegan. Client acknowledges receipt of a prospectus for each of the mutual funds in which
Client has chosen to invest.

Client acknowledges it is receiving continuous investment advisory services under this Advisory Agreement as further
outlined in Section 1 and elsewhere in this advisory Agreement from Morgan Keegan. These services include, but are
not limited to the following items:

As required, Morgan Keegan, through its Financial Advisor or other resources may identify and quantify investment
objectives, asset allocations, and portfolio development. The Financial Advisor may consult with the Client and the
Investment Adviser on both an initial and periodic basis. Morgan Keegan may furnish performance and evaluation
tools, and conduct overall investment planning. Morgan Keegan will deliver an individualized quarterly performance
report to the Client. Account fees will be calculated on a fee basis versus a transaction unless specifically noted in the
other than the Wrap fee programs.




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                                                  WRAP PROGRAMS

PREFERRED FUNDS DISCRETIONARY ACCOUNT

1. Management Authority
The Client hereby designates Morgan Keegan the agent and attorney-in-fact with respect to the Account, with full
power, authority and discretion to manage the Account by directing the buying, selling, changing, investing or
reinvesting of any or all of the assets in the Account. In carrying out its responsibilities, Morgan Keegan shall consider
such factors such as investment objectives and account guidelines, as are communicated in writing to Morgan
Keegan from time to time by the Client, including any reasonable restrictions posed by the Client.

Morgan Keegan will execute all purchase and sales orders and will maintain custody of all assets in the Account and
perform all clearance, settlement, and other functions, as the case may be, incidental to the effecting of transactions
in the Account.

Morgan Keegan will invest and reinvest the assets comprising the Account consistent with the guidelines of the
Morgan Keegan WMS Preferred Funds Discretionary Program as set forth in the Schedule H of Form ADV.

Free credit cash balances in the Account will be invested automatically on a daily basis in shares of one or more
available money market mutual funds pursuant to an automatic cash sweep program. Morgan Keegan will provide the
Client with a prospectus, which will contain information relating to the money market fund, including charges and
expenses associated with it.

Client understands that, under this Advisory Agreement, Morgan Keegan will perform discretionary acts with respect
to the Account including portfolio rebalancing. Such portfolio rebalancing shall be conducted when necessary. Client
understands that neither s/he nor the financial advisor will be notified that a rebalancing of the Account has occurred.

2. Services
Morgan Keegan will provide Client with the following advisory and consulting services with respect to Client’s
purchase of shares of mutual funds in the Client’s Account:

a. An evaluation to assist in the determination of the Client’s investment objectives, including performance goals and
   risk tolerance;
b. Suggested allocation of assets among mutual fund portfolios based upon Client’s investment objectives, risk
   tolerances, and investment time frame;
c. Furnishing to the Client of trade confirmations as produced, monthly statements that itemize transactions, report
   holdings and reflect the valuation of the Account, and on a quarterly basis, a performance analysis of Account.

These services are designed to assist Client in determining which mutual funds are most appropriate for the Client’s
indicated investment objectives, performance goals and risk tolerance parameters, and to provide Client with periodic
analytical information to assist Client in determining when and if Account assets should be reallocated.

Mutual funds available to Morgan Keegan for the services provided pursuant to this Advisory Agreement will include
both “no load” and “load waived” (“load” refers to a sales charge) and Exchange Traded Funds (“ETFs”) which agree
to accept trades from Morgan Keegan on behalf of the Client and which are affiliated with the National Securities
Clearing Corporation Operations Program, also known as “Fund/SERV” or “Networking”. A list of these funds is
available upon request. Both “no load” and “load waived” funds purchased pursuant to this Advisory Agreement are
purchased at Net Asset Value.

The mutual fund and/or its distributor, if any, will execute all purchase and sale orders, maintain custody of its portion
of the Account assets and perform such custodial functions including the crediting of dividends and capital gains to
the Account and will send confirmations and statements of transactions to the Client.

PREFERRED MANAGERS ACCOUNT

1. Investment Management Services
In accordance with the investment objectives of the Client as stated in the completed Investor Profile Questionnaire,
Morgan Keegan is to invest and reinvest the securities, cash and other assets held in the Account(s). Consistent with
the Client’s investment objectives, investments may be made in securities of any type, including but not limited to
common or preferred stocks, warrants, corporate or government bonds or notes and shares of money market mutual
funds.

60
The Client understands that Morgan Keegan may engage one or more investment adviser (“Adviser(s)”) to invest and
reinvest all or a portion of the assets in the Account(s). As set forth below, each such Adviser(s) shall have the same
authority which Morgan Keegan is granted to invest and reinvest such cash, securities and other assets held in the
Account(s) as Morgan Keegan, on behalf of Client, may from time to time, commit to that Adviser(s). The attached
New Account Form identifies the Advisers initially engaged and, where multiple Advisers are engaged, the allocation
of the portfolio to each such Adviser. These Advisers and the allocations are subject to change by Morgan Keegan in
accordance with the terms herein.

Morgan Keegan will provide a written disclosure document, as required by Rule 204-3 under the Investment Advisers
Act of 1940, as amended, describing each Adviser designated in the attached New Account Form(s) engaged by
Morgan Keegan to invest Client’s assets. Client also acknowledges receipt of the designated Adviser(s) profile. Client
has read such profile and understands each such Adviser’s investment techniques, disciplines and related risk
factors. Based on its review of these materials, Client consents to the engagement by Morgan Keegan of the initially
designated Adviser(s) pursuant to the terms of this Agreement or as may later by removed, replaced or added by
Client by execution of a fresh New Account Form(s). Morgan Keegan shall have the authority to appoint, remove,
replace and/or add Advisers as deemed appropriate. Before Morgan Keegan engages an Adviser or Advisers or
transfers Client assets from one Adviser to another, Morgan Keegan will notify the Client oral or in writing and will
strive to obtain the oral or written concurrence of the Client. It is understood, however, that Morgan Keegan need not
seek nor obtain the Client’s concurrence in circumstances where such action is not reasonably practicable, but that
Morgan Keegan will provide Client with prompt oral or written notice of such event. Client understands that an
Adviser’s past performance is not necessarily indicative of future performance, and in that regard, Morgan Keegan will
not be expected to review with the Client whether a change in Advisers is warranted unless Morgan Keegan
determines, based on its review at quarterly intervals, that any Adviser selected fails to meet certain minimum
standards established by Morgan Keegan. In the event any Adviser chosen for any Account is a partnership, Morgan
Keegan will notify Client of any change in the membership of such partnership within a reasonable time after such
change. Client may request in writing an Adviser change and Morgan Keegan will endeavor to implement that
change as soon as is reasonably practicable.

In connection with the advisory service being provided to Client, Morgan Keegan and Adviser(s) are entitled to rely
upon the financial and other information provided by the Client in the Application packet for the Morgan Keegan
Preferred Managers Program. Client agrees to inform Morgan Keegan in writing of any material change in Client’s
financial circumstances and/or investment objectives that might affect the manner in which Client’s assets should be
invested and to provide Morgan Keegan with any such information as it shall reasonably request. Morgan Keegan will
conduct written and oral communications with Client, except that Client may be directed to Adviser(s) for complex and
non-routine questions or communications and Adviser(s) may communicate with Client as the need arises on matters
concerning investment of Client’s assets in the Account(s).

2. Multiple Managers
Where multiple Advisers are engaged to invest and reinvest portions of the Client’s assets, that portion of Client’s
assets committed to an individual Adviser will be apportioned to a separate Morgan Keegan account number. The
account number and the Adviser(s) assigned thereto along with the Adviser’s particular style, the initial investment
committed to each Adviser and the applicable fees(s) are all set forth on the attached New Account Form. Client
hereby, consents to any removals, replacement and/or additions to the Advisers initially designated in the attached
New Account Forms. Each of the individual accounts is the subject of a separate Morgan Keegan client agreement.

PREFERRED DIVERSIFIED PORTFOLIO ACCOUNT

1. Investment Management Services
Client acknowledges that under the terms of the Preferred Diversified Portfolio Program, that Morgan Keegan has
engaged the services of Parametric Portfolio Associates (“Overlay Manager”) to serve as Portfolio Manager
responsible for executing all transactions in the Account(s). In accordance with the investment objectives of the Client
as stated in the Investor Profile Questionnaire, Overlay Manager is to invest and reinvest the securities, cash and
other assets held in the Account(s) in accordance with an investment portfolio as designated in the attached New
Account Form(s) or as may later be changed, or later added to, by Client through the execution of an updated New
Account Form(s). Any such investment portfolio(s) shall be provided to Overlay Manager under agreement with a
third party research provider. A research provider will receive a fee based upon a percentage of the Account assets
for its services in providing Overlay Manager access to its investment portfolio. Client shall not incur any additional
fee for investments in selected mutual funds and Exchange Traded Funds (“EFTs”). The research provider has
agreed to provide Overlay Manager with pertinent information on a timely basis relating to its investment portfolio
including, but not limited to, additions and deletions to its investment portfolio and/or its asset allocation. Upon receipt

                                                                                                                         61
of such information, Overlay Manager shall promptly effect any necessary changes to the Account(s) based upon
such information. The research provider shall not be responsible to the Client with reference to the management of
the Client’s Account(s). Neither Morgan Keegan nor the Overlay Manager will independently evaluate the merits of
any such additions or deletions to the investment portfolio by the research provider, although Morgan Keegan will
review the investment portfolio in general to determine its appropriateness for the Client’s stated investment
objectives.

Client acknowledges that purchases and/or sales of securities in its Account(s) will not be effected
contemporaneously with corresponding transactions affected by the research provider in the management of its own
account based upon the selected investment portfolio and therefore the performance of the assets in the Client’s
Account(s) may be greater or lesser than the research provider’s composite performance based upon the investment
portfolio.

Investments may be made in securities, including but not limited to common or preferred stocks, warrants, options,
rights, corporate or government bonds or notes and shares of money market mutual funds, shares of no-load or load
waived mutual funds and in Exchange Traded Funds (“EFTs”), subject to any investment restrictions to which the
services provided pursuant to this Agreement may be limited.

Client understands that Morgan Keegan will provide Client, prior to Morgan Keegan’s delivery of this Agreement and
executed form, with the Disclosure Document or Form ADV, Part II (“Disclosure”) for Overlay Manager. Client
acknowledges receipt and review of this Disclosure. In connection with the services being provided to Client, Morgan
Keegan and Overlay Manager are entitled to rely upon the financial and other information provided by Client in the
New Account Form(s) and the Investor Profile Questionnaire. Client acknowledges completion of the New Account
Form(s) and the Investor Profile Questionnaire and represents that the information therein is true, correct and
complete in all material respects. Client acknowledges that Morgan Keegan and Overlay Manager will rely upon the
accuracy and completeness of such information. Client agrees to inform Morgan Keegan and Overlay Manager in
writing of any material change in its circumstances that might affect the manner in which Client’s assets should be
invested and to provide any such additional information as may be requested by Morgan Keegan. Morgan Keegan
will forward any such written notice of material change to Overlay Manager. Morgan Keegan represents that it is
registered as an investment advisor under the Investment Advisers Act of 1940, as amended.

Client understands that any such restrictions imposed by Client directing Morgan Keegan to not purchase particular
securities may impair the attainment of the Client’s investment objectives and the Account(s) performance. Morgan
Keegan shall provide continuous investment advice to each Client based upon the individual needs of that, Client as
made known to Morgan Keegan by Client. Morgan Keegan and the designated Financial Advisor are available, upon
reasonable request, to consult with Client concerning any changes in the Client’s financial situation and/or investment
objectives, or concerning the performance of the Account(s).

2. Waiver of Trade Confirmations
Where permitted as an exception to Securities Exchange Act of 1934 Rule 10b-10, Client requests that Morgan
Keegan not furnish it contemporaneous written trade confirmations relating to transactions effected in the Account(s)
by Overlay Manager or by any other persons authorized to effect transactions in the Account(s). Client understands
that:

(a) Morgan Keegan will furnish confirmations to Overlay Manager in lieu of furnishing such confirmations to Client
   and;
(b) Morgan Keegan will furnish Client with a monthly report, containing equivalent information in confirmations Client
   is electing not to receive.

Client understands that it may rescind this request at any time by forwarding written notice to Morgan Keegan and that
it may receive copies of past confirmations upon request without charge. Client will not pay a different fee based
upon the decision to waive contemporaneous written trade confirmations and agreeing to this waiver is not a condition
for entering into, or participation in, this program.

3. Trading Authorization
Client hereby grants Morgan Keegan complete and unlimited discretionary trading authorization and appoints Morgan
Keegan as agent and attorney-in-fact with respect to the Account(s). Client further acknowledges and agrees that
Morgan Keegan has a full authority to delegate complete and unlimited discretionary trading authorization to Overlay
Manager and any of its officers or employees, under this Agreement with respect to each Account(s) and to engage
Overlay Manager to perform the duties required of Morgan Keegan under this Agreement with respect to each
Account(s). This power of attorney shall not be affected by the Client’s subsequent disability or incapacity and the

62
powers granted herein shall continue and remain in full force and effect notwithstanding the same. Pursuant to such
authorization, Overlay Manager may, in its sole discretion and at Client’s risk, purchase, sell exchange, convert and
otherwise trade the securities and other assets in the Account(s), as well as arrange for delivery and payment in
connection with the above, and act on behalf of Client in all other matters necessary or incidental to the handling of
the Account(s), except to the extent that you provide us with written instructions limiting such authority. This trading
authorization is a continuing one and shall remain in full force and effect until terminated by Client or by Morgan
Keegan as set forth herein.

4. Account Fee
Client also acknowledges that the Account Fee will cover payment to the research provider for its services provided to
Morgan Keegan.

5. Execution Services
Morgan Keegan will provide execution services relative to purchase and/or sale transactions for Client’s Account. In
connection with transactions effected for the Account(s), Client authorizes Morgan Keegan to establish Accounts in its
name with members of national or regional securities exchanges and the National Association of Securities Dealers,
Inc., including “omnibus” Accounts established for the purpose of combining orders for more than one client, where it
is appropriate to do so.

Client is aware that sales of securities held in Client’s Account(s) at the time Portfolio Manager is selected to manage
such Preferred Diversified Portfolio Program Account may result in trading losses for such Account and Portfolio
Manager shall not be required to consider whether such losses shall result when determining which securities to sell.

Client understands that it is authorizing the use of Morgan Keegan as the broker dealer for execution of all
transactions in the Account(s) as determined by the Advisor(s). Thus, it should be understood by the Client that the
Advisor(s) may not be able to negotiate commissions, obtain volume discounts and best execution may not be
achieved. Client hereby acknowledges that, because it is paying a single fee for a number of services provided
pursuant to this Agreement, the Advisor(s) will not negotiate fees or charges with respect to transactions in securities
which the Advisor(s) has been directed to execute through Morgan Keegan. Rather, a portion of such single fee is
allocated by Morgan Keegan for brokerage execution costs. As a result, and depending upon the number of
transaction that occur in the Account(s), the aggregate fees or charges payable by the Client for transactions initiated
by the Adviser(s) and the other services provided pursuant to this Agreement may be higher than the aggregate fee or
charges the Client would pay if the Client were to negotiate the fees and charges of each service provider separately
and the Adviser(s) were to negotiate the fees and charges of each separately.

Client hereby agrees that Overlay Manager may in Overlay Manager’s sole discretion, aggregate purchases or sales
of any security or instrument effected with respect to such Client Account(s) with purchases or sales, as the case may
be, of the same security or instrument effected on the same day for the Account(s) of one or more of the Overlay
Manager’s other Clients. When transactions are so aggregated: (i) actual prices applicable to the aggregated
transaction shall be averaged and such Client Account(s) and each other Account(s) participating in the aggregated
transaction shall be deemed to have purchased or sold its share of this security or instrument involved at such
average price, and (ii) all transaction costs incurred in effecting such an aggregated transaction shall be shared on a
pro-rata basis among all Account(s) participating in such aggregated transactions.

Client hereby acknowledges that when recommending or effecting a transaction in a particular security for more than
one Client, Adviser(s) shall allocate such recommendations or transactions among all Clients for whom such
recommendation is made or transaction is effected on such basis as Adviser(s) deems equitable. Client
acknowledges that, unless transactions for multiple Clients are aggregated as described above, transactions in a
specific security may not be recommended or effected at the same time or at the same price for all Client Accounts for
which such transaction will be recommended or affected. Adviser(s) shall not be required to give Client priority over
any other Client.

Client hereby represents that the direction to effect transactions through Morgan Keegan is for the exclusive benefit of
such Client and shall not cause such Client to engage in a prohibited transaction as defined in the Employee
Retirement Income Securities Act of 1974, as amended (“ERISA”), if such Client is subject to ERISA.

6. Proxies and Waivers
Morgan Keegan and Overlay Manager shall not be obligated to take any action or render any advice with respect to
the voting of proxies with respect to issuers of securities held in the Account(s) or the taking of any action relating to
such issuers which become the subject of any legal proceeding including bankruptcies.


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If the Account(s) is/are subject to ERISA, the Overlay Manager is responsible for voting proxies with respect to issuers
of securities held in the Account(s) unless the ERISA Client expressly retains the right and obligation to vote proxies
by providing prior written notice to Morgan Keegan. If an ERISA Client has not retained Proxy voting rights, ERISA
Client, by initialing as indicated on the new account form, designates that Overlay Manager is to receive the Proxy
soliciting material and related materials such as interim reports, annual reports and any other issuer mailings.

If the Account(s) is/or not subject to ERISA, by initialing in the indicated space on the new account form, Client
delegates all Proxy voting rights to Overlay Manager and designates rights to Overlay Manager to receive all Proxies
including Proxy soliciting material and related material including interim reports, annual reports and any other issuer
mailings.

PREFERRED DIVERSIFIED PORTFOLIO DISCRETIONARY ACCOUNT (“PDP DISCRETIONARY”)

Morgan Keegan Discretionary Management Authority/Power of Attorney
The Client hereby designates Morgan Keegan the agent and attorney-in-fact with respect to the Account(s), with full
power, authority and discretion to manage the Account(s) by directing the buying, placing, selling, redeeming,
changing, investing or reinvesting of any or all of the assets in the Account(s) in accordance with the investment
portfolio model selected by Client on the attached Program Signature Page (the “Model”), consistent with the Client’s
investment objectives. Pursuant to such authorization, Morgan Keegan may, in its sole discretion and at Client’s risk,
purchase, sell, exchange, subscribe, redeem, convert and otherwise trade the securities and other assets in the
Account(s), as well as arrange for delivery and payment in connection with the above, and act on behalf of Client in all
other matters necessary or incidental to the handling of the Account(s), including, but not limited to the receipt and
acknowledgment of any prospectus, offering circulars, memorandum and other such documentation, except to the
extent that (i) Client provides Morgan Keegan with written instructions limiting such authority or (ii) the asset
managers of alternative investment products utilized by Morgan Keegan impose limitations or restrictions on such
authority.

Alternative investment products as used herein includes but is not limited to hedge funds, funds of hedge funds,
managed futures funds, non-traded real estate investment trusts, private real estate programs and private equity
programs which may be structured as publicly and privately offered limited partnerships, limited liability companies,
business trusts and real estate investment trusts (“Alternative Investments”). This power of attorney shall not be
affected by the Client's subsequent disability or incapacity and the powers granted herein shall continue and remain in
full force and effect notwithstanding the same. This trading authorization is a continuing one and shall remain in full
force and effect until terminated by Client, as set forth herein. In carrying out its responsibilities, Morgan Keegan shall
consider such factors such as investment objectives and legal eligibility for certain investments, as are communicated
in writing to Morgan Keegan from time to time by the Client, including any reasonable restrictions posed by the Client.
Client understands that, under this Agreement, Morgan Keegan will perform discretionary acts with respect to the
Account(s), including the selection of one or more portfolio managers and research providers, as set forth below.
Except for Alternative Investments with assets held directly by their respective custodian, Morgan Keegan will
maintain custody of all assets in the Account(s) and perform all clearance, settlement and other functions, as the case
may be, incidental to the effecting of transactions in the Account(s). In those instances where Alternative Investments
are utilized in the Account(s), transactions in Alternative Investments made on behalf of the client will be handled in
accordance with the provisions in the most current offering memoranda or prospectuses (“Offering Documents”) of the
respective Alternative Investments.

1. Overlay Manager
Client acknowledges that under the terms of the PDP Discretionary Program, Morgan Keegan has engaged the
services of Parametric Portfolio Associates (“Overlay Manager”) to serve as portfolio manager for the Account(s).
Morgan Keegan has a full authority to delegate complete and unlimited discretionary trading authorization to Overlay
Manager and any of its officers or employees, under this Agreement with respect to the Account(s) and to engage
Overlay Manager to perform the duties required of Morgan Keegan under this Agreement with respect to the
Account(s). In carrying out these responsibilities, Overlay Manager is to invest and reinvest the securities, cash, and
other assets held in Account(s) in accordance with the Model.

2. Research Providers
One or more research providers will be selected and engaged by Morgan Keegan to provide pertinent information on
a timely basis including, but not limited to, additions and deletions to Client’s investment portfolio and asset
allocations. Any research provider engaged will receive a fee based upon a percentage of Account(s) assets for its
services. Morgan Keegan may elect to modify or change research providers at any time. No research provider shall
be responsible to Client with reference to the management of Client’s Account(s). Neither Morgan Keegan nor
Overlay Manager will independently evaluate the merits of any such additions or deletions to investment portfolio by

64
research providers, although Morgan Keegan will review the investment portfolio to determine appropriateness for
Client’s stated investment objectives. Client acknowledges that purchases and/or sales of securities in its Account(s)
will not be effected contemporaneously with corresponding transactions affected by research providers in the
management of their own accounts based upon the selected investment portfolio and therefore the performance of
the assets in the Client’s Account(s) may be greater or lesser than the research providers’ composite performance
based upon the investment portfolio.

3. Account Investments/Minimums
Investments may be made in securities, including but not limited to common or preferred stocks, warrants, options,
rights, corporate or government bonds or notes, and shares of money market mutual funds, shares of no-load or load
waived mutual funds, Alternative Investments and in Exchange Traded Funds (“ETFs”), (subject to any investment
restrictions to which the services provided pursuant to this Agreement may be limited). Although minimum returns
cannot be guaranteed, the model portfolios which are the basis for this Account require a certain level of assets to be
effective. The failure to abide by this minimum may require that the participation in this particular program be
terminated. Your account will then be transferred, after notice to the Client, to another fee based program at Morgan
Keegan or a brokerage account.

4. Disclosure
Client understands that Morgan Keegan will provide Client, prior to, or contemporaneously with Morgan Keegan’s
delivery of this Agreement in an executed form, with the Disclosure Document or Form ADV, Part II (“Disclosure”) for
Overlay Manager. Client acknowledges receipt and review of this Disclosure upon receiving their copy of the fully
executed Agreement.

5. Client Information
In connection with the services being provided to Client, Morgan Keegan and Overlay Manager are entitled to rely
upon the financial and other information provided by Client in the New Account Form(s) and the Investor Profile
Questionnaire (which Client has specifically agreed to allow Morgan Keegan to share with Overlay Manager and asset
managers). Client acknowledges completion of the New Account Form(s) and the Investor Profile Questionnaire and
represents that the information therein is true, correct, and complete in all material respects. Client acknowledges
that Morgan Keegan, Overlay Manager, and asset managers of Alternative Investments will rely upon the accuracy
and completeness of such information. Client agrees to inform Morgan Keegan in writing of any material change in its
circumstances that might affect the manner in which Client’s assets should be invested and to provide any such
additional information as may be requested by Morgan Keegan. Morgan Keegan will forward any such written notice
of material change to Overlay Manager. Morgan Keegan represents that it is registered as an investment advisor
under the Investment Advisers Act of 1940, as amended.

6. Client Authority
Except as prohibited in the Offering Documents of Alternative Investments utilized in the Account(s), Client shall have
the right to (i) withdraw, vote, hypothecate and pledge the securities in the Account(s), (ii) receive confirmations of
Account(s) transactions from Morgan Keegan, and (iii) instruct Morgan Keegan to refrain from purchasing particular
securities or to impose restrictions relating to the management of the Account(s). Client understands that any such
restrictions imposed by Client directing Morgan Keegan to not purchase particular securities may impair the
attainment of the Client’s investment objectives and the Account’s performance. Morgan Keegan shall provide
continuous investment advice to each Client based upon the individual needs of that Client as made known to Morgan
Keegan by Client. Morgan Keegan and the designated financial advisor are available, upon reasonable request, to
consult with Client concerning any changes in the Client’s financial situation and/or investment objectives, or
concerning the performance of the Account(s).

7. Waiver of Trade Confirmations
Where permitted as an exception to Securities Exchange Act of 1934 Rule 10b-10, Client requests that Morgan
Keegan not furnish it contemporaneous written trade confirmations relating to transactions effected in Account(s) by
Overlay Manager or by any other persons authorized to effect transactions in Account(s). Client understands that: (i)
Morgan Keegan will furnish confirmations to Overlay Manager in lieu of furnishing such confirmations to Client and; (ii)
Morgan Keegan will furnish Client with a monthly report, containing equivalent information in confirmations Client is
electing not to receive. Client understands that it may rescind this request at any time by forwarding written notice to
Morgan Keegan and that it may receive copies of past confirmations upon request without charge. Client will not pay
a different fee based upon the decision to waive contemporaneous written trade confirmations and agreeing to this
waiver is not a condition for entering into, or participation in, this program. Unless specifically requested in writing,
Client also waives receipt of any Offering Documents documentation pursuant to the discretionary authority delegated
Morgan Keegan in its capacity as investment adviser.


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8. Account Fee
Client also acknowledges that the Account Fee will cover payment to the research provider for its services provided to
Morgan Keegan and the Overlay Manager. Notwithstanding the Fee Schedule, the minimum account size is
$1,000,000.

Alternative Investments – Placement Agent Fees. Fees covering the costs of the placement of Alternative
Investments by broker dealers are commonly referred to as “Placement Agent Fees.” Placement Agent Fees which
may include fee sharing arrangements, managements fees, incentive fees, and/or profit allocations, if applicable are
negotiated by Morgan Keegan with the individual managers of the Alternative Investments and include (i)
compensation based upon the amount of assets under management in the Alternative Investments and, in certain
instances (ii) compensation based upon the performance of the respective Alternative Investments utilized in the
Account(s). This may include managers of Alternative Investments sponsored by affiliates of Morgan Keegan. Client
acknowledges that there is an inherent conflict of interest when Alternative Investments for which Morgan Keegan is
entitled to receive Placement Agent Fees are utilized in the Account(s), as similar Alternative Investments for which
Morgan Keegan does not receive any or lesser Placement Agent Fees may not be utilized in the Account(s).
Placement Agent Fees will be promptly credited to ERISA Accounts following receipt by Morgan Keegan. Morgan
Keegan will provide Client with information regarding Placement Agent Fees it receives for Alternative Investments
utilized in Client’s Account(s) upon written request.

Should the opening value of the Account(s) be less than the required minimum or should a withdrawal result in the
value of the Account(s) declining below the required minimum, Client understands that Morgan Keegan shall be
entitled to the Account Fee chargeable on an Account(s) of the applicable minimum size, if any.

9. Execution Services
Morgan Keegan will provide execution services relative to purchase and/or sale transactions for Client’s Account(s).
Morgan Keegan does not provide any clearing or execution services for the trading activity conducted in Alternative
Investments utilized in Client’s Account(s). In connection with transactions effected for the Account(s), Client
authorizes Morgan Keegan to establish Account(s) in its name with members of national or regional securities
exchanges and the National Association of Securities Dealers, Inc., including “omnibus” accounts established for the
purpose of combining orders for more than one client, where it is appropriate to do so.

Client is aware that sales of securities held in Client’s Account(s) at the time Overlay Manager is selected to manage
the Account(s) may result in trading losses for such Account(s) and Overlay Manager shall not be required to consider
whether such losses shall result when determining which securities to sell.

Client understands that it is authorizing the use of Morgan Keegan as the broker dealer for execution of all
transactions in the Account(s). Thus, it should be understood by the Client that Overlay Manager may not be able to
negotiate commissions, obtain volume discounts and best execution may not be achieved. Client hereby
acknowledges that, because it is paying a single fee for a number of services provided pursuant to this Agreement,
Overlay Manager will not negotiate fees or charges with respect to transactions in securities which Overlay Manager
has been directed to execute through Morgan Keegan. Rather, a portion of such single fee is allocated by Morgan
Keegan for brokerage execution costs. As a result, and depending upon the number of transaction that occur in the
Account(s), the aggregate fees or charges payable by the Client for transactions initiated by Overlay Manager and the
other services provided pursuant to this Agreement may be higher than the aggregate fee or charges the Client would
pay if the Client were to negotiate fees and charges of each service provider separately and Overlay Manager were to
negotiate the fees and charges of each separately.

Client hereby agrees that Overlay Manager may in its sole discretion, aggregate purchases or sales of any security or
instrument effected with respect to the Account(s) with purchases or sales, as the case may be, of the same security
or instrument effected on the same day for the accounts of one or more of Overlay Manager’s other clients. When
transactions are so aggregated: (i) actual prices applicable to the aggregated transaction shall be averaged and the
Account(s) and each other account participating in the aggregated transaction shall be deemed to have purchased or
sold its share of this security or instrument involved at such average price, and (ii) all transaction costs incurred in
effecting such an aggregated transaction shall be shared on a pro-rata basis among all accounts participating in such
aggregated transactions.

Client hereby acknowledges that when recommending or effecting a transaction in a particular security for more than
one client, Overlay Manager shall allocate such recommendations or transactions among all clients for whom such
recommendation is made or transaction is effected on such basis as Overlay Manager deems equitable. Client
acknowledges that, unless transactions for multiple clients are aggregated as described above, transactions in a
specific security may not be recommended or effected at the same time or at the same price for all client accounts for

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which such transaction will be recommended or affected. Overlay Manager shall not be required to give Client priority
over any other client.

10. Proxies and Waivers
Morgan Keegan shall not be obligated to take any action or render any advice with respect to the voting of proxies
with respect to issuers of securities held in the Account(s) or the taking of any action relating to such issuers which
become the subject of any legal proceeding including bankruptcies.

If the Account(s) is subject to ERISA, Overlay Manager is responsible for voting proxies with respect to issuers of
securities held in the Account(s) unless the ERISA Client expressly retains the right and obligation to vote proxies by
providing prior written notice to Morgan Keegan. If an ERISA Client has not retained Proxy voting rights, ERISA
Client, by initialing as indicated on the new account form, designates that Overlay Manager is to receive the Proxy
soliciting material and related materials such as interim reports, annual reports and any other issuer mailings.

If the Account(s) is/or not subject to ERISA, by initialing in the indicated space on the new account form, Client
delegates all Proxy voting rights to Overlay Manager and designates rights to Overlay Manager to receive all Proxies
including Proxy soliciting material and related material including interim reports, annual reports and any other issuer
mailings.

11. Standard of Care
Morgan Keegan and its affiliates and their respective present and former directors, officers, employees and agents
shall not be liable to Client for: (i) any act done or omitted by any of them under this Agreement so long as such act or
omission shall not have involved gross negligence, willful malfeasance or bad faith on their part, or reckless disregard
of their obligations and duties under this Agreement or, (ii) any misstatement or omission in any Profile or Disclosure
Statement/Document.

The Overlay Manager, and not Morgan Keegan, shall be solely responsible for any misstatements or omissions
contained in the Disclosure Statements/Documents provided by the Overlay Manager. While Morgan Keegan will not
supply any Disclosure Statement/Documents to Client if Morgan Keegan has reason to believe that the information
contained therein is not accurate, it will not independently verify, and cannot guarantee, such information.

Client agrees, for the benefit of Overlay Manager, that Overlay Manager and its affiliates and their respective present
and former directors, partners, officers, employees and agents shall not be liable to Client for: (i) any act done or
omitted by any of them with respect to the Account(s) so long as such act or omission shall not have involved gross
negligence, willful malfeasance or bad faith on their part, or reckless disregard of their obligations and duties with
respect to the Account(s), (ii) any misstatements or omission in any Disclosure/Statement/Documents or (iii) any
misstatements or omissions in any Offering Documents of Alternative Investments utilized in the Account.

Subject to the foregoing, Client further agrees, that Overlay Manager shall not be liable for any act done or omitted on
the part of any broker, placement agent or similar agent utilized by such Overlay Manager to effect transactions for
the Account(s).

Notwithstanding the foregoing, Client understands that the persons protected from liability as described above may
owe duties to Client under the Investment Advisers Act of 1940, as amended, ERISA or other federal or state statutes,
or rules or regulations thereunder, or the rules or regulations of self-regulatory organizations, the breach of which may
confer upon Client certain rights of action against those persons even if such breach did not involve a violation of the
standards of care set forth above. Accordingly, those standards are not intended to constitute or be construed as a
waiver or limitation of any such rights of action.




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PREFERRED SERVICES ACCOUNT

1. Services
Morgan Keegan will provide execution services relative to all purchase and/or sale transactions for Client’s Account,
which the Investment Adviser instructs Morgan Keegan to execute.

Morgan Keegan will effect securities and other investment transactions on behalf of the Account pursuant to the terms
of this Agreement. Client authorizes Morgan Keegan to establish accounts in its name with members of national or
regional securities exchanges and/or self-regulated organizations including “omnibus” accounts established for the
purpose of combining orders for more than one client, where it is appropriate to do so.

In connection with the services provided to Client, Morgan Keegan is entitled to rely upon the financial and other
information provided by the Client. Client represents that all such financial and other information provided to Morgan
Keegan is true, correct, and complete in all material aspects. Client agrees to promptly inform Morgan Keegan in
writing of any material change to such information and to provide any such additional information as may be
requested by Morgan Keegan.

Client agrees that Morgan Keegan will not render any investment advice on a regular basis to the Client that would
serve as a primary basis for investment decisions for the Account which is to be managed by an independent
Investment Adviser as chosen by the Client. It is agreed that the Investment Adviser for the Account, not Morgan
Keegan, will render investment advice on a regular basis, which will serve as the primary basis for investment
decisions for the Account. Thus, if the Account is an employee benefit plan subject to the provisions of the Employee
Retirement Income Security Act of 1974 (“ERISA”), Morgan Keegan will not, with respect to the performance of its
duties under this Agreement in connection with the Account, be considered a “fiduciary” as that term is defined under
ERISA.

2. Trading Authorization
Client has authorized the Investment Adviser designated on the attached New Account Form as Client’s agent and
attorney-in-fact to buy and sell securities or other investments for the Account. This power of attorney shall not be
affected by the Client’s subsequent disability or incapacity and the powers granted the Investment Advisor shall
continue and remain in full force and effect notwithstanding the same. Client hereby agrees to indemnify and hold
Morgan Keegan, its officers, directors, agents, employees, and representatives harmless from any and all losses,
costs, indebtedness and liabilities arising from the granting of such authority to the Investment Adviser.

In all such purchases and sales, Morgan Keegan is authorized and directed to follow the instructions of the Client’s
Investment Adviser in every respect concerning Client’s Account and, except as herein otherwise provided, the
Investment Adviser is authorized to act for Client in the same manner and with the same force and effect as Client
might or could do with respect to such purchases and sales as well as with respect to all other things necessary or
incidental thereto, except that Investment Adviser is not authorized to withdraw any money, securities, or other
property either in the name of the Client or otherwise.

This trading authorization shall remain in full force and effect until written notice is provided by Client to Morgan
Keegan of the termination of such authorization. Client understands that under this Agreement, Morgan Keegan will
perform no discretionary acts with respect to the Account and will effect transactions only as instructed by the Client’s
Investment Adviser.

PREFERRED ADVISOR ACCOUNT

For Non-Discretionary Accounts

Client understands that under this Agreement, Morgan Keegan will perform no discretionary acts with respect to the
Account and will effect transactions only as instructed by Client subject to certain investment restrictions to which this
Account is limited.

Client has determined to enter into this Agreement with Morgan Keegan, and retains complete investment discretion
and responsibility for the payment of an annual fee charged against the Client's Account in lieu of transactional
brokerage commissions (agency transactions only) as may otherwise be imposed.

ALL SERVICES OFFERED OR PROVIDED PURSUANT TO NON-DISCRETIONARY ACCOUNTS ARE SOLELY
RELATED AND INCIDENTAL TO MORGAN KEEGAN'S BUSINESS AS A BROKER-DEALER.


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For Discretionary Accounts

1. Investment Management Services
In accordance with the investment objectives of the Client as stated in the Investor Profile Questionnaire, Morgan
Keegan is to invest and reinvest the securities, cash and other assets held in the Account. Consistent with the
Client’s investment objectives, investments may be made in securities, including common or preferred stocks,
warrants, options, rights, corporate or government bonds or notes and shares of money market mutual funds, subject
to certain investment restrictions to which the services provided pursuant to this Agreement are limited.

In connection with the services being provided to Client, Morgan Keegan is entitled to rely on the financial and other
information provided by Client in the Investor Profile Questionnaire for the Preferred Advisor program. Client
acknowledges completion of the Investor Profile Questionnaire and represents that the information therein is true,
correct and complete in all material respects. Client agrees to inform Morgan Keegan in writing of any material
change in Client’s circumstances that might affect the manner in which Client’s assets should be invested and to
provide any such additional information as may be requested by Morgan Keegan.

Client understands that under this Agreement, the Morgan Keegan Preferred Advisor designated by Client will be
primarily responsible for making investment management decisions for the Account. If for any reason, and in the sole
discretion of Morgan Keegan the Preferred Advisor is deemed by Morgan Keegan as unable to render investment
advisory services to the Account, temporarily or permanently, or terminates his/her employment with Morgan Keegan,
Morgan Keegan may continue to render such services by promptly assigning a new Preferred Advisor to the Account
on a temporary or permanent basis or Morgan Keegan may terminate this Agreement as set forth herein.

2. Waiver of Trade Confirmations
Where permitted as an exception to Securities Exchange Act of 1934 Rule 10b-10, Client may request that Morgan
Keegan not furnish it contemporaneous written trade confirmations relating to transactions effected in the Account(s)
by the Adviser(s) or any other persons authorized to effect transactions in the Account(s). Client understands that
Morgan Keegan will furnish Client with a monthly report, containing the equivalent information otherwise contained in
the confirmations which Client is electing not to receive. Client understands that it may rescind this request at any
time by forwarding written notice to Morgan Keegan and that it may receive copies of past confirmations upon request
without charge. Client will not pay a different fee based upon the decision to waive contemporaneous written trade
confirmations and agreeing to this waiver is not a condition for entering into, or participation in, this program.

PREFERRED RUSSELL ACCOUNT

1. Management Authority
The Client hereby designates Morgan Keegan the agent and attorney-in-fact with respect to the Account, with full
power, authority and discretion to manage the Account by directing the buying, selling, changing, investing or
reinvesting of any or all of the assets in the Account. In carrying out its responsibilities, Morgan Keegan shall consider
such factors such as investment objectives and account guidelines, as are communicated in writing to Morgan
Keegan from time to time by the Client, including any reasonable restrictions posed by the Client.

Morgan Keegan will execute all purchase and sales orders and will maintain custody of all assets in the Account and
perform all clearance, settlement, and other functions, as the case may be, incidental to the effecting of transactions
in the Account.

Morgan Keegan will invest and reinvest the assets comprising the Account in mutual funds, consistent with the
guidelines of the Morgan Keegan / WMS Preferred Russell Discretionary Program as set forth in the Schedule H of
Form ADV.

Free credit cash balances in the Account will be invested automatically on a daily basis in shares of one or more
available money market mutual funds pursuant to an automatic cash sweep program. Morgan Keegan will provide the
Client with a prospectus, which will contain information relating to the money market fund, including charges and
expenses associated with it.

Client understands that, under this Agreement, Morgan Keegan will perform discretionary acts with respect to the
Account including portfolio rebalancing. Such portfolio rebalancing shall be conducted when necessary. Client
understands that neither s/he nor the financial advisor will be notified that a rebalancing of the Account has occurred.




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2. Services
Morgan Keegan will provide Client with the following advisory and consulting services with respect to Client’s
purchase of shares of mutual funds in the Client’s Account:

(a) An evaluation to assist in the determination of the Client’s investment objectives, including performance goals
and
    risk tolerance;
(b) Suggested allocation of assets among mutual fund portfolios based upon Client’s investment objectives, risk
    tolerances, and investment time frame;
(c) Furnishing to the Client of trade confirmations as produced, monthly statements that itemize transactions, report
    holdings and reflect the valuation of the Account, and on a quarterly basis, a performance analysis of Account.

Mutual funds available to Morgan Keegan for the services provided pursuant to this Agreement will include both "no
load" and "load waived" ("load" refers to a sales charge) which agree to accept trades from Morgan Keegan on behalf
of the Client and which are affiliated with the National Securities Clearing Corporation Operations Program, also
known as "Fund/SERV" or "Networking". A list of these funds is available upon request. Both "no load" and "load
waived" funds purchased pursuant to this Agreement are purchased at Net Asset Value.

OTHER PROGRAMS

Commission Based Discretionary Program
Morgan Keegan offers clients the option of a commission-based discretionary account. Under this option, the
Financial Advisor retains trading authorization. Each trade is done on a commission basis; however, the account is
treated in all other respects as an investment advisory account.

Trading Authorization. Client hereby grants Morgan Keegan and the designated Financial Advisor, complete and
unlimited discretionary trading authorization and appoints Morgan Keegan and the designated Financial Advisor as
agent and attorney-in-fact with respect to the Account. This power of attorney shall not be affected by the Client’s
subsequent disability or incapacity and the powers granted herein shall continue and remain in full force and effect
notwithstanding the same. Pursuant to such authorization, Morgan Keegan and the designated Financial Advisor
may, in their sole discretion and at Client’s risk, purchase, sell, exchange, convert and otherwise trade the securities
and other assets in the Account, as well as arrange for delivery and payment in connection with the above, and act on
behalf of Client in all other matters necessary or incidental to the handling of the Account, except to the extent that
Client provides Morgan Keegan with written instructions limiting such authority. This trading authorization is a
continuing one and shall remain in full force and effect until terminated by Client or by Morgan Keegan as set forth
herein.

Commissions, fees and charges.
As provided in Morgan Keegan’s New Account and Client Agreement and Disclosure Statement, Client’s Account will
be charged applicable commissions and fees in accordance with Morgan Keegan policy. Because Client’s Account is
a standard commission-based account, Client understands that when trades occur in Client’s Account, commissions
will be generated, along with other applicable fees and costs. Client further understands that Morgan Keegan offers
fee-based programs, in which Client can elect to pay a quarterly fee based on the market value of the Account assets
as of the last business day of the previous quarter. Client should discuss with his/her Financial Advisor whether cost
savings to Client can be achieved by converting to a fee-based account.

Account Statements. Morgan Keegan will furnish Client with confirmations of transactions executed by Morgan
Keegan for the Account.

Comparative Performance Analysis Services
Under this service, an analysis is made of the client’s portfolio (which may be under management by a third party
portfolio manager) with the client’s investment objectives central to this analysis. The results of the analysis is then
provided to the client in the form of a written report (on a one-time or continuing basis, of the performance of the
portfolio manager in comparison with the client’s stated investment objectives). This report may also include
recommendations as to other portfolio managers to manage the client’s portfolio; assistance in determining,
evaluating, and/or altering the client’s investment objectives; and/or suggested allocation or reallocation of portfolio
assets. Fees for this service are negotiated on a client by client basis and may be in the form of direction by the
portfolio manager or brokerage transaction execution through Morgan Keegan (payment for such execution includes
commission on agency transactions and/or markups or markdowns on principal transactions) or is a form of a one-
time or annual consulting fee. One-time fees will range depending upon the complexity of the services provided

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and are negotiated on a case-by-case basis. The annual consulting fee, payable on a quarterly basis in advance,
generally ranges from .10% to 1.00% based on the market value of the client’s account at the time of fee assessment.
Client or Morgan Keegan may terminate this service upon a thirty-day (30) written notice, in which event any prepaid,
unearned fees will be refunded.

Financial Planning
Clients are offered various levels of financial planning services and are provided with information regarding the services
provided and the fees charged in connection with the financial planning service they select.

Clients who use Morgan Keegan to prepare a financial plan have no obligation to open an account, to transact business,
or to implement any of the suggestions in the financial plan through or with Morgan Keegan or any of its affiliates.
Should a client decide to do so, the client will pay to Morgan Keegan additional compensation, including commissions on
the sale of any assets separate from the fee charged for the financial plan, a portion of which will generally be paid to
the client’s Financial Advisor.

When preparing a financial plan, Morgan Keegan may only consider products and services offered by Morgan Keegan
or its affiliates. As a result, a financial plan may not recommend some products and services that may also be
appropriate for a client.

In connection with implementing a financial plan, but not as part of the financial plan service, a client’s Financial Advisor
may recommend the purchase or sale of various securities or the taking of other steps to implement the financial plan;
however, all investment decisions implementing or otherwise following up on a financial plan are the client’s
responsibility. In suggesting possible investments or executing securities transactions for clients after a financial plan
has been provided, Morgan Keegan is acting in its capacity as a broker/dealer and not as an investment advisor unless
it has otherwise agreed in writing to act in a different capacity.

The information contained in the financial plan should not be construed as legal or accounting advice, Morgan Keegan
does not provide such advice to clients. It is the client’s responsibility to inform Morgan Keegan if the client’s situation
has changed such that continued implementation of the financial plan may be inappropriate.

Morgan Keegan may also provide general financial planning consulting services to clients for an agreed upon hourly fee.
Specific consultation and administrative services regarding other investment and financial concerns of the client are
available upon request. This includes, but is not limited to stock and bond valuations for estate and other purposes.

This service may be provided at no cost to clients who participate in any of the advisory programs or products described
herein.

Fees may also be in the form of commissions received by Morgan Keegan from investment products purchased or sold
at the discretion/request of the client resulting from the financial planning services provided by Morgan Keegan.

Institutional Consulting Services
Morgan Keegan offers consulting services to its clients, both on a corporate and on a participant level. There are
alternatives as to how fees are determined and calculated under this program. They may include, but are not limited to
a one-time consulting fee, an annual consulting fee based on the account value of the assets reviewed; an annual
consulting fee based on the account value of the assets reviewed using directed commissions to offset some or part of
the fees.

Accounts are charged an annual all-inclusive consulting fee that is billed quarterly in advance. The rate charged on the
accounts will decline as asset values increase because of pre-set breakpoints that offer lower fee rates for additional
assets. This fee includes:
   • Custody fees
   • Transaction costs
   • Monthly and quarterly statements
   • All Consulting Services including
            o Development & Monitoring of an Investment Policy Statement
            o Asset Allocation
            o Manager Search & Selection
            o On-going Due Diligence
            o Performance Monitoring & Reporting
A Regions Company

								
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