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					                                                    IRA Application
                                                    For Traditional, ROTH, SEP, and SIMPLE IRAs



             Mail to: Keystone Mutual Funds                                    Overnight Express Mail To: Keystone Mutual Funds
                      c/o U.S. Bancorp Fund Services, LLC                                                 c/o U.S. Bancorp Fund Services, LLC
                      PO Box 701                                                                          615 E. Michigan St., FL3
                      Milwaukee, WI 53201-0701                                                            Milwaukee, WI 53202-5207
>> In compliance with the USA PATRIOT Act, all mutual funds are required to obtain the following information for all registered owners and all
  authorized individuals: full name, date of birth, Social Security number, and permanent street address. This information will be used to verify
  your true identity. We will return your application if any of this information is missing, and we may request additional information from you
  for verification purposes. In the rare event that we are unable to verify your identity, the Fund reserves the right to redeem your account as an
  age-appropriate distribution at the current day’s net asset value.


       1 Type of IRA
       If no tax year is indicated, we will assume it is for the current tax year. Refer to disclosure statement for eligibility requirements and
       contribution limits.
       Choose ONE of the following account types:
        Traditional IRA Account
       	 For tax year ____________
       	 IRA to IRA Transfer (please complete IRA Transfer Form)
       	 Rollover (shareholder had receipt of funds)
       	 Inherited IRA - Name of Decedent__________________________ Date of Death___________ Date of Birth___________
        IRA Rollover Account
       	 Rollover IRA to Rollover IRA
       	 Direct Rollover from qualified plan – complete any additional form(s) required by your Plan Administrator.
               Please check the type of qualified plan:
       	  Corporate  Pension  Profit Sharing Plan  401(k)  403(b)  Other _________________________
        ROTH IRA Account
       	 For tax year ____________
       	 Roth IRA to Roth IRA Transfer (please complete IRA Transfer Form)
       	 Traditional IRA Conversion to Roth IRA – year of conversion ________ in which Traditional IRA was converted to Roth IRA
       	 Rollover from Roth IRA (shareholder had receipt of funds)
       	 Inherited Roth IRA - Name of Decedent________________________ Date of Death___________ Date of Birth___________
        SEP (Simplified Employee Pension Plan) – Each employee must complete an IRA Application.
       	 Contribution
       	 Transfer from another SEP IRA Account
       	 Rollover (shareholder had receipt of funds)
        SIMPLE IRA (Be sure to complete Section 13)
       	 Contribution
       	 Transfer from another SIMPLE IRA Account
       	 Rollover (shareholder had receipt of funds)


      2 Investor Information
        Individual
                              FIRST NAME                                M.I.      LAST NAME                                             DATE OF BIRTH (MM/DD/YYYY)



                              SOCIAL SECURITY NUMBER


                                                                                                                                                      Page 1 of 6
  3 Permanent Street Address
  Residential Address or Principal Place of Business - Foreign addresses and       Mailing Address* (if different from Permanent Address)
  P.O. Boxes are not allowed.                                                     If completed, this address will be used as the Address of Record for all state-
                                                                                  ments, checks and required mailings. Foreign addresses are not allowed.

  STREET                                                   APT / SUITE

                                                                                  STREET                                                      APT / SUITE

  CITY                                         STATE       ZIP CODE

                                                                                  CITY                                            STATE       ZIP CODE

  DAYTIME PHONE NUMBER                   EVENING PHONE NUMBER                     * A P.O. Box may be used as the mailing address.



  E-MAIL ADDRESS

   Duplicate Statement #1                                                         Duplicate Statement #2
  Complete only if you wish someone other than the account owner(s) to receive    Complete only if you wish someone other than the account owner(s) to receive
  duplicate statements.                                                           duplicate statements.



  COMPANY NAME                                                                    COMPANY NAME



  NAME                                                                            NAME



  STREET                                                   APT / SUITE            STREET                                                      APT / SUITE



  CITY                                         STATE       ZIP CODE               CITY                                            STATE       ZIP CODE




  4 Investment Amount
   By check: Make check payable to the Keystone Mutual Funds.
         Note: Generally, cashier’s checks of $10,000 or less, money orders of any amount and third party checks are not accepted.
   By wire: Call 1-866-596-3863.
      Note: A completed application is required in advance of a wire.
                                                                 Investment Amount
                                                                 Class A - $2,500 Minimum
                                                                Class I - $100,000 Minimum
   Keystone Large Cap Growth Fund
  	
                                                          $
   Class A                  1805
   Keystone Large Cap Growth Fund
  	                                                      $
   Class I                  1807




Page 2 of 6
5 Automatic Investment Plan (AIP)
Your signed Application must be received at least 15 business days prior to initial transaction.

If you choose this option, funds will be automatically transferred from your bank account. Please attach a voided check or savings
deposit slip to Section 6 of this application. We are unable to debit mutual fund or pass-through (“for further credit”) accounts.
Draw money for my AIP (check one):  Weekly  Quarterly  Semi-Annually  Annually
                                                        If no option is selected, the frequency will default to monthly.
 $100 minimum

 Keystone Large Cap Growth Fund
	
 Class A                  1805
                                               AMOUNT PER DRAW                             AIP START MONTH                 AIP START DAY
 Keystone Large Cap Growth Fund
	
 Class I                  1807
                                               AMOUNT PER DRAW                             AIP START MONTH                 AIP START DAY


Please keep in mind that:
• There is a fee if the automatic purchase cannot be made (assessed by redeeming shares from your account).
• Participation in the plan will be terminated upon redemption of all shares.



6 Telephone Options
Your signed Application must be received at least 15 business days prior to initial transaction.
  Purchase (EFT) $100 minimum/$50,000 maximum – permits the purchase of shares from your bank account.
     Attach a voided check to Section 7.




7 Voided Check for Bank Information
Please attach a voided
check or savings deposit      John Doe                                                                                                      53289
slip to this application if   Jane Doe
you chose the Automatic       123 Main St.
Investment Plan. We
                              Anytown, USA 12345




                                                                            ID
are unable to debit or
credit mutual fund or




                                                                         VO
pass-through (“for further    Pay to the order of _____________________________________________________ $ _______________
credit”) accounts. Please
contact your financial
                              ____________________________________________________________________________DOLLARS
institution to determine
if it participates in the
Automated Clearing House
system (ACH).                  Memo___________________________                         Signed_________________________________________




                                                                                                                                           Page 3 of 6
  8 E-Delivery Options
  I would like to:
      Receive prospectuses, annual reports and semi annual reports electronically
      Receive statements electronically
      Receive tax statements electronically
  By selecting any of the above options, you agree to waive the physical delivery of the prospectus, fund reports, account statements
  and/or tax forms. If you have opted to receive your statements or tax forms electronically, you will need to establish on-line access to
  your account, which you may do once your account has been been established by visiting www.keystonefunds.com.
  Please note, you must provide your email address in Section 3 to enroll in eDelivery.



   9 Beneficiary Information | If you need more space, please enclose a separate sheet of paper.
  Primary

  NAME                                         RELATIONSHIP         CITY/STATE/ZIP                 SOCIAL SECURITY NUMBER DATE OF BIRTH              %



  NAME                                         RELATIONSHIP         CITY/STATE/ZIP                 SOCIAL SECURITY NUMBER DATE OF BIRTH              %



  NAME                                         RELATIONSHIP         CITY/STATE/ZIP                 SOCIAL SECURITY NUMBER DATE OF BIRTH              %

  Secondary

  NAME                                         RELATIONSHIP         CITY/STATE/ZIP                 SOCIAL SECURITY NUMBER DATE OF BIRTH              %



  NAME                                         RELATIONSHIP         CITY/STATE/ZIP                 SOCIAL SECURITY NUMBER DATE OF BIRTH              %



  NAME                                         RELATIONSHIP         CITY/STATE/ZIP                 SOCIAL SECURITY NUMBER DATE OF BIRTH              %

  Spousal Consent: If you name someone other than or in addition to your spouse as primary beneficiary and reside in a community or marital property state,
  including AZ, CA, ID, LA, NV, NM, TX, WA, and WI, your spouse must consent by signing below.

   X
  SIGNATURE OF SPOUSE                                                                           DATE




Page 4 of 6
 10 Signature
I have read and understand the Disclosure Statement and Custodial Account Agreement. I adopt the Keystone Mutual Funds Custodial Account Agreement,
as it may be revised from time to time, and appoint the Custodian or its agent to perform those functions and appropriate administrative services specified. I have
received and read the prospectus for the Keystone Mutual Funds (the “Fund”). I understand the Fund’s objectives and policies and agree to be bound to the terms
of the prospectus. Before I request an exchange, I will obtain the current prospectus for each Fund. I acknowledge and consent to the householding (i.e. consoli-
dation of mailings) of documents such as prospectuses, shareholder reports, proxies, and other similar documents. I may contact the Fund to revoke my consent.
I agree to notify the Fund of any errors or discrepancies within 45 days after the date of the statement confirming a transaction. The statement will be deemed to
be correct, and the Fund and its transfer agent shall not be liable if I fail to notify the Keystone Mutual Funds within such time period. I certify that I am of legal age
and have the legal capacity to make this purchase. [If the Grantor is a minor under the laws of the Grantor’s state of residence, a parent or guardian must sign the
IRA Application (i.e. “Sally Doe, parent of Jane Doe”). Until the Grantor reaches the age of majority, the parent or guardian will exercise the duties of the Grantor. (If
not a parent, the guardian must provide a copy of the letters of appointment.)]
If I am opening a Traditional IRA with a distribution from an employer-sponsored retirement plan, I elect to treat the distribution as a partial or total distribu-
tion and certify that the distribution qualifies as a rollover contribution. I understand that the fees relating to my account may be collected by redeeming sufficient
shares. The custodian may change the fee schedule at any time.
Your mutual fund account may be transferred to your state of residence if no activity occurs within your account during the inactivity period specified in your
State’s abandoned property laws.
I authorize the Fund to perform a credit check in the event that one is needed to verify or establish identity.
The Fund, its transfer agent, and any officers, directors, employees, or agents of these entities (collectively “Keystone Mutual Funds”) will not be responsible for
banking system delays beyond their control. By completing Section 4, 5 or 7, I authorize my bank to honor all entries to my bank account initiated through U.S.
Bank, NA, on behalf of the applicable Fund. Keystone Mutual Funds will not be liable for acting upon instruction believed to be genuine and in accordance with
the procedures described in the prospectus or the rules of the Automated Clearing House. When AIP or Telephone Purchase transactions are presented, sufficient
collected funds must be in my account to pay them. I agree that my bank’s treatment and rights to respect each entry shall be the same as if it were signed by me
personally. I agree that if any such entries are dishonored with good or sufficient cause, my bank shall be under no liability whatsoever. I further agree that any such
authorization, unless previously terminated by my bank in writing, is to remain in effect until the Fund’s transfer agent receives and has had reasonable amount of
time to act upon a written notice of revocation.

 X
DEPOSITOR / LEGALLY RESPONSIBLE INDIVIDUAL’S SIGNATURE                                               DATE (MM/DD/YYYY)
Appointment as Custodian accepted:
U.S. BANK, NA




 11 SIMPLE IRA Plans Only
 Employer Information:


 EMPLOYER (COMPANY) NAME                                                          EMPLOYER STREET ADDRESS



 EMPLOYER CITY / STATE / ZIP CODE                                    EMPLOYER CONTACT NAME                             EMPLOYER CONTACT BUSINESS PHONE




                                                                                                                                                             Page 5 of 6
    12 Dealer Information


    DEALER NAME                                                    REPRESENTATIVE’S LAST NAME     FIRST NAME            M.I.



    DEALER’S ID                        BRANCH ID                   REPRESENTATIVE’S ID

    DEALER HEAD OFFICE INFORMATION:                                REPRESENTATIVE BRANCH OFFICE INFORMATION:

    ADDRESS                                                        ADDRESS                                          CODE



    CITY / STATE / ZIP                                             CITY / STATE / ZIP



    TELEPHONE NUMBER                                               TELEPHONE NUMBER



!       Before you mail, have you:

        Completed all USA PATRIOT Act required information?      Enclosed your check made payable to Keystone Mutual Funds?
         – Social Security or Tax ID Number in Section 2?         Included a voided check, if applicable?
         – Birth Date in Section 2?                               Signed your application in Section 10?
         – Full Name in Section 2?
         – Permanent street address in Section 3?
        For additional information please call toll-free 1-866-596-3863 or visit us on the web at www.keystonefunds.com.




Page 6 of 6                                                                                                                10/2010
                   Individual Retirement Account &
                 Coverdell Education Savings Account
                  Disclosure Statement & Custodial
                          Account Agreement



        Mail to: Keystone Mutual Funds                 Overnight Express Mail To: Keystone Mutual Funds
                 c/o U.S. Bancorp Fund Services, LLC                             c/o U.S. Bancorp Fund Services, LLC
                 PO Box 701                                                      615 E. Michigan St., FL3
                 Milwaukee, WI 53201-0701                                        Milwaukee, WI 53202-5207




For additional information please call toll-free 1-866-596-3863 or visit us on the web at www.keystonefunds.com.
                                            Table of Contents
General Information........................................................................................................1
Disclosure Statement for Traditional IRAs .....................................................................2
Simplified Employee Pension Plan (“SEP Plan”)
Used in Conjunction with a Traditional IRA ..................................................................5
Savings and Incentive Match Plan for Employees of Small Employers (“SIMPLE”)
Used in Conjunction with a Traditional IRA ..................................................................5
Traditional IRA Custodial Account ................................................................................7
Disclosure Statement for Roth IRAs .............................................................................12
Roth IRA Custodial Account ........................................................................................16
Disclosure Statement for Coverdell Education Savings Accounts (“CESA”) ...............19
Coverdell Education Savings Custodial Account ..........................................................21
Keystone Mutual Funds                                                 Wisconsin 53201-0701. If the revocation is mailed, the
Individual Retirement Account & Coverdell                             date of the postmark (or the date of certification if sent by
Education Savings Account Disclosure                                  certified or registered mail) will be considered the revocation
Statement                                                             date. Upon proper revocation, a full refund of the initial
                                                                      contribution will be issued, without any adjustments for
General Information                                                   items such as administrative fees or fluctuations in market
Please read the following information together with the               value. You may always redeem your account after this time,
Individual Retirement Account Custodial Agreement and the             but the amounts distributed to you will be subject to the
Prospectus(es) for the Fund(s) you select for investment.             tax rules applicable upon distribution from a tax deferred
                                                                      account as discussed later and the redemption amount will
General Principles                                                    be subject to market fluctuations. (While current regulations
1. Are There Different Types of IRAs or Other Tax Deferred            technically only extend the right to redeem a Traditional IRA,
    Accounts?                                                         it has been assumed that the right applies to all Roth IRAs
                                                                      and Coverdell Education Savings Accounts. These accounts
Yes. Upon creation of a tax deferred account, you must
                                                                      will be administered consistently with that interpretation
designate whether the account will be a Traditional IRA,
                                                                      until the IRS issues guidance to the contrary.)
a Roth IRA, or a Coverdell Education Savings Account
(“CESA”). (In addition, there are Simplified Employee                 3. How Will My Account(s) Be Invested?
Pension Plan (“SEP”) IRAs and Savings Incentive Matched
                                                                      Contributions made to an IRA will be invested, at your
Plan for Employees of Small Employers (“SIMPLE”)
                                                                      election, in one or more of the regulated investment
IRAs, which are discussed in the Disclosure Statement for
                                                                      companies for which Cornerstone Capital Management,
Traditional IRAs).
                                                                      Inc. serves as Investment Advisor or any other regulated
•	 In a Traditional IRA, amounts contributed to the IRA               investment company designated by Keystone Mutual Funds.
   may be tax deductible at the time of contribution.                 No part of the account(s) may be invested in life insurance
   Distributions from the IRA will be taxed upon distribution         contracts; further, the assets of the account(s) may not be
   except to the extent that the distribution represents a            commingled with other property.
   return of your own contributions for which you did not
                                                                      Information about the shares of each mutual fund available
   claim (or were not eligible to claim) a deduction.
                                                                      for investment by your account(s) must be furnished to
•	 In a Roth IRA, amounts contributed to your IRA are                 you in the form of a prospectus governed by rules of the
   taxed at the time of contribution, but distributions from          Securities and Exchange Commission. Please refer to the
   the IRA are not subject to tax if you have held the IRA            prospectus for detailed information concerning your mutual
   for certain minimum periods of time (generally, until age          fund. You may obtain further information concerning IRAs
   59½ but in some cases longer).                                     and Coverdell Education Savings Accounts from any District
•	 In a Coverdell Education Savings Account, you contribute           Office of the Internal Revenue Service, or by accessing IRS
   to an IRA maintained on behalf of a beneficiary and do             Publication 590 on the IRS web site at http://www.irs.gov.
   not receive a current deduction. However, if amounts are           Fees and other expenses of maintaining the account(s) may
   used for certain educational purposes, neither you nor             be charged to you or the account(s). The current fee schedule
   the beneficiary of the IRA are taxed upon distribution.            is per account and shown below:
Each type of account is a custodial account created for the                                                                        $15.00*
                                                                      Traditional, SEP, SIMPLE, and Roth IRA annual
exclusive benefit of the beneficiary – you (or your spouse)           maintenance fee
in the case of the Traditional IRA and Roth IRA, and a
                                                                      Coverdell Education Savings Account annual                   $15.00*
named beneficiary in the case of a Coverdell Education
                                                                      maintenance fee.
Savings Account. U.S. Bank, National Association serves
as Custodian of the account. Your, your spouse’s or your              Transfer to successor trustee                                $25.00
beneficiary’s (as applicable) interest in the account is              Distribution to a participant (exclusive of systematic       $25.00
nonforfeitable.                                                       withdrawal plans)
                                                                      Refund of excess contribution                                $25.00
2. Can I Revoke My Account?
This account may be revoked any time within seven calendar            Federal wire fee                                             $15.00
days after it is established by mailing or delivering a written       Reconversion/Recharacterization                              $25.00
request for revocation to: Keystone Mutual Funds, c/o U.S.
                                                                                               *capped at $30.00 per Social Security number.
Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee,
                                                                  1
(An account is defined as an investment in a single regulated       You may make annual contributions to a Traditional IRA in
investment company within a Mutual Fund complex,                    any amount up to 100% of your compensation for the year
regardless of whether your account number is the same for           or the maximum contribution shown in the table above,
more than one fund.)                                                whichever is less. The limitation is reduced by contributions
If you decide not to prepay the annual maintenance fee,             you make to another Traditional IRA or to a Roth IRA, but
it will be deducted from your account(s) after September            is not reduced by contributions to a Coverdell Education
15th of each year, and enough shares will be redeemed to            Savings Account for the benefit of another taxpayer.
cover the fee. The Custodian may change the fees payable            Qualifying rollover contributions and transfers are not
in connection with the custodial account without prior              subject to these limitations. All contributions must be in
notification.                                                       cash, check, Automated Clearing House (ACH) or wire.
                                                                    If you are age 50 or older by the end of the year, you may
  Disclosure Statement for Traditional IRAs                         make additional “catch-up” contributions to an IRA. The
1. Am I Eligible to Contribute to a Traditional IRA?                “catch-up” contribution limit is $1,000 for tax years 2007
                                                                    and beyond.
Employees with compensation income and self-employed
individuals with earned income are eligible to contribute to        In addition, if you are married and file a joint return, you
a Traditional IRA. (For convenience, all future references          may make contributions to your spouse’s Traditional IRA.
to compensation are deemed to mean “earned income” in               However, the maximum amount contributed to both your
the case of a self-employed individual.) Employers may also         own and to your spouse’s Traditional IRA may not exceed
contribute to Traditional IRAs established for the benefit of       100% of your combined compensation or the maximum
their employees. In addition, you may establish a Traditional       contribution shown in the table above, whichever is less.
IRA to receive rollover contributions and transfers from            The maximum amount that may be contributed to either
the trustee or Custodian of another Traditional IRA or the          your Traditional IRA or your spouse’s Traditional IRA is
Custodian or trustee of certain other retirement plans.             shown in the table above. Again, these dollar limits are
                                                                    reduced by any contributions you or your spouse make to
2. When Can I Make Contributions?                                   a Roth IRA, but are not affected by contributions either of
You may make regular contributions to your Traditional              you make to a Coverdell Education Savings Account for the
IRA any time up to and including the due date for filing            benefit of another taxpayer.
your tax return for the year, not including extensions.
                                                                    If you are the beneficiary of a Coverdell Education Savings
You may continue to make regular contributions to your
                                                                    Account, certain additional limits may apply to you. Please
Traditional IRA up to (but not including) the calendar year
                                                                    contact your tax advisor for more information.
in which you reach age 70½. (If you are over age 70½ but
your spouse has not yet attained that age, contributions            4. Can I Rollover or Transfer Amounts from Other IRAs or Employer
to your spouse’s Traditional IRA may continue so long as                Plans?
you and your spouse, based on a joint tax return, have              You are allowed to “roll over” a distribution, i.e., transfer
sufficient compensation income.) Employer contributions             your assets from one Traditional IRA to another, without
to a Simplified Employee Pension Plan or a SIMPLE Plan              any tax liability. Rollovers between Traditional IRAs may
may be continued after you attain age 70½. Eligible rollover        be made once every 12 months and must be accomplished
contributions and transfers may be made at any time,                within 60 days after the distribution. Under certain
including after you reach age 70½.                                  conditions, you may roll over (tax-free) all or a portion
                                                                    of a distribution received from a qualified plan or tax-
3. How Much May I Contribute to a Traditional IRA?
                                                                    sheltered annuity in which you participate or in which your
                                                                    deceased spouse participated. In addition, you may also
Year                             2009                2010
                                                                    make a rollover contribution to your Traditional IRA from
IRA Contribution Limit          $5,000               $5,000         a qualified deferred compensation arrangement. Amounts
                                                                    from a Roth IRA may not be rolled over into a Traditional
As a result of the Economic Growth and Tax Relief                   IRA. If you have a 401(k), Roth 401(k) or Roth 403(b) and
Reconciliation Act (“EGTRRA”) of 2001, the maximum                  you wish to rollover the assets into an IRA you must roll
dollar amount of annual contributions you may make to a             any designated Roth assets, or after tax assets, to a Roth
Traditional IRA is $5,000 for tax years beginning in 2008.          IRA and roll the remaining plan assets to a Traditional
The annual contribution amount for tax years 2009 and               IRA. In the event of your death, the designated beneficiary
beyond is $5,000, with the potential for Cost-Of-Living-            of your 401K Plan may have the opportunity to rollover
Adjustment (COLA) increases in $500 increments.                     proceeds from that Plan into a Beneficiary IRA account. In

                                                                2
general, strict limitations apply to rollovers, and you should        •	 If you are single and you are an “active participant” in
seek competent advice in order to comply with all of the                 an employer-sponsored retirement plan, you may make
rules governing rollovers.                                               a fully deductible contribution to a Traditional IRA (up
Most distributions from qualified retirement plans will                  to the contribution limits detailed in Section 3), but then
be subject to a 20% withholding requirement. The 20%                     the deductibility limits of a contribution are related to
withholding can be avoided by electing a “direct rollover” of            your Adjusted Gross Income (AGI) as given as follows:
the distribution to a Traditional IRA or to certain other types
of retirement plans. You should receive more information                             Eligible to Make Eligible to Make      Not Eligible
                                                                                      a Deductible       a Partially         to Make a
regarding these withholding rules and whether your
                                                                          Year        Contribution if    Deductible          Deductible
distribution can be transferred to a Traditional IRA from
                                                                                     AGI is Less Than Contribution if      Contribution if
the plan administrator prior to receiving your distribution.                           or Equal to:   AGI is Between:       AGI is Over:
5. Are My Contributions to a Traditional IRA Tax Deductible?              2009           $55,000      $55,000 - $64,999       $65,000
Although you may make a contribution to a Traditional
                                                                      2010 & After
IRA within the limitations described above, all or a portion
                                                                         - subject       $56,000      $56,000 - $65,999       $66,000
of your contribution may be nondeductible. No deduction                  to COLA
is allowed for a rollover contribution (including a “direct             increases
rollover”) or transfer. For “regular” contributions, the
                                                                      If you are married, the following rules apply:
taxability of your contribution depends upon your tax filing
status, whether you (and in some cases your spouse) are an            •	 If you and your spouse file a joint tax return and neither
“active participant” in an employer-sponsored retirement                  you nor your spouse is an “active participant” in an
plan, and your income level.                                              employer-sponsored retirement plan, you and your
                                                                          spouse may make a fully deductible contribution to a
An employer-sponsored retirement plan includes any of the                 Traditional IRA (up to the contribution limits detailed
following types of retirement plans:                                      in Section 3).
•	 a qualified pension, profit-sharing, or stock bonus plan           •	 If you and your spouse file a joint tax return and both you
   established in accordance with IRC 401(a) or 401(k);                   and your spouse are “active participants” in employer-
•	 a Simplified Employee Pension Plan (SEP) (IRC                          sponsored retirement plans, you and your spouse may
   408(k));                                                               make fully deductible contributions to a Traditional
•	 a deferred compensation plan maintained by a                           IRA (up to the contribution limits detailed in Section 3),
   governmental unit or agency;                                           but then the deductibility limits of a contribution are as
•	 tax-sheltered annuities and custodial accounts (IRC                    follows:
   403(b) and 403(b)(7));
                                                                                     Eligible to Make Eligible to Make      Not Eligible
•	 a qualified annuity plan under IRC Section 403(a); or                              a Deductible       a Partially         to Make a
•	 a Savings Incentive Match Plan for Employees of Small                  Year        Contribution if    Deductible          Deductible
   Employers (SIMPLE Plan).                                                          AGI is Less Than Contribution if      Contribution if
Generally, you are considered an “active participant” in a                             or Equal to:   AGI is Between:       AGI is Over:
defined contribution plan if an employer contribution or                  2009           $89,000      $89,000 - $108,999     $109,000
forfeiture was credited to your account during the year. You
are considered an “active participant” in a defined benefit           2010 & After
plan if you are eligible to participate in a plan, even though           - subject       $89,000      $89,000 - $108,999     $109,000
                                                                         to COLA
you elect not to participate. You are also treated as an                increases
“active participant” if you make a voluntary or mandatory
contribution to any type of plan, even if your employer               •	 If you and your spouse file a joint tax return and only
makes no contribution to the plan.                                       one of you is an “active participant” in an employer-
                                                                         sponsored retirement plan, special rules apply. If your
If you are not married (including a taxpayer filing under the            spouse is the “active participant,” a fully deductible
“head of household” status), the following rules apply:                  contribution can be made to your IRA (up to the
•	 If you are not an “active participant” in an employer-                contribution limits detailed in Section 3) if your combined
    sponsored retirement plan, you may make a contribution               adjusted gross income does not exceed $159,000.
    to a Traditional IRA (up to the contribution limits                  If your combined adjusted gross income is between
    detailed in Section 3).                                              $159,000 and $169,000, your deduction will be limited
                                                                  3
   as described below. If your combined adjusted gross                      and multiply that percentage by your maximum
   income exceeds $169,000, your contribution will not                      contribution.
   be deductible. Your spouse, as an “active participant”            Step 3 Subtract the dollar amount (result from (b) above)
   in an employer-sponsored retirement plan, may make                       from your maximum contribution limit to determine
   a fully deductible contribution to a Traditional IRA if                  the amount that is deductible.
   your combined adjusted gross income does not exceed
                                                                     If the deduction limit is not a multiple of $10 then it should
   the amounts listed in the table above. Conversely, if you
                                                                     be rounded up to the next $10. If you are eligible to make any
   are an “active” participant” and your spouse is not, a
                                                                     deductible contribution, you may make a $200 minimum
   contribution to your Traditional IRA will be deductible
                                                                     deductible contribution.
   if your combined adjusted gross income does not exceed
   the amounts listed in the table above.                            Even if your income exceeds the limits described above,
                                                                     you may make a contribution to your IRA up to the
•	 If you are married and file a separate return, and neither
                                                                     contribution limitations described in Section 3. To the
   you nor your spouse is an “active participant” in an
                                                                     extent that your contribution exceeds the deductible limits,
   employer-sponsored retirement plan, you may make a
                                                                     it will be nondeductible. However, earnings on all IRA
   fully deductible contribution to a Traditional IRA (up to
                                                                     contributions are tax deferred until distribution. You must
   the contribution limits detailed in Section 3). If you are
                                                                     designate on your federal income tax return the amount of
   married, filing separately, and either you or your spouse
                                                                     your Traditional IRA contribution that is nondeductible
   is an “active participant” in an employer-sponsored
                                                                     and provide certain additional information concerning
   retirement plan, you may not make a fully deductible
                                                                     nondeductible contributions. Overstating the amount of
   contribution to a Traditional IRA.
                                                                     nondeductible contributions will generally subject you to a
•	 For purposes of these rules, Adjusted Gross Income (1)            penalty of $100 for each overstatement.
   is determined without regard to the exclusions from
   income arising under Section 135 (exclusion of certain            Savers Credit for IRA Contributions:
   savings bond interest), Section 137 (exclusion of certain         A credit of up to $1,000, or up to $2,000 if married filed
   employer provided adoption expenses), Section 221                 jointly, may be available to certain taxpayers having a joint
   (exclusion of certain education loan interest payments),          AGI of less than $53,000. Some of the restrictions that apply
   and Section 911 (certain exclusions applicable to U.S.            include:
   citizens or residents living abroad) of the Code, (2) is          •	 the individual must be at least 18;
   not reduced for any deduction that you may be entitled            •	 not a full-time student;
   to for IRA contributions, and (3) takes into account the          •	 not declared as a dependent on another taxpayer’s
   passive loss limitations under Section 469 of the Code                return; or
   and any taxable benefits under the Social Security Act and
                                                                     •	 any distribution from most retirement plans (qualified and
   Railroad Retirement Act as determined in accordance
                                                                         non-qualified) will decrease the eligible contribution.
   with Section 86 of the Code.
Please note that the deduction limits are not the same as the        6. What if I Make an Excess Contribution?
contribution limits. You can contribute to your Traditional          Contributions that exceed the allowable maximum for federal
IRA in any amount up to the contribution limits detailed             income tax purposes are treated as excess contributions.
in Section 3. The amount of your contribution that is                A nondeductible penalty tax of 6% of the excess amount
deductible for federal income tax purposes is based upon the         contributed will be added to your income tax for each year
rules described in this section. If you (or where applicable,        in which the excess contribution remains in your account.
your spouse) are an “active participant” in an employer-
                                                                     7. How Do I Correct an Excess Contribution?
sponsored retirement plan, you can use the following steps
to calculate whether your contribution will be fully or              If you make a contribution in excess of your allowable
partially deductible:                                                maximum, you may correct the excess contribution and
                                                                     avoid the 6% penalty tax under Section 4973 of the Internal
Step 1 Subtract the applicable income limit from your adjusted       Revenue Code for that year by withdrawing the excess
       gross income as determined above. If the result is            contribution and its earnings on or before the due date,
       $10,000 or more (after 2006, $20,000 or more for a            including extensions, of the tax return for the tax year for
       married individual filing jointly), you can only make a       which the contribution was made (generally October 15th).
       nondeductible contribution to your Traditional IRA.           Any earnings on the withdrawn excess contribution may
Step 2 Divide the above figure by $10,000 (after 2006,
                                                                     be subject to a 10% early distribution penalty tax if you
       $20,000 for a married individual filing jointly)
                                                                     are under age 59½. In addition, in certain cases an excess
                                                                 4
contribution may be withdrawn after the time for filing your             contribution to those participants who make salary
tax return. Finally, excess contributions for one year may               reduction contributions or as a non-elective contribution
be carried forward and applied against the contribution                  to all eligible participants whether or not they make salary
limitation in succeeding years.                                          reduction contributions. A number of special rules apply
                                                                         to SIMPLE Plans, including (1) a SIMPLE Plan generally is
8. Can a Simplified Employee Pension Plan Be Used in Conjunction         available only to employers with fewer than 100 employees,
    with a Traditional IRA?
                                                                         (2) contributions must be made on behalf of all employees
A Traditional IRA may also be used in connection with a
                                                                         of the employer (other than bargaining unit employees)
Simplified Employee Pension Plan (SEP Plan) established
                                                                         who satisfy certain minimum participation requirements,
by your employer (or by you if you are self-employed). In
                                                                         (3) contributions are made to a special SIMPLE IRA that
addition, if your SEP Plan was in effect on December 31, 1996
                                                                         is separate and apart from your other IRAs, (4) if you
and permitted salary reduction contributions, you may elect
                                                                         withdraw from your SIMPLE IRA during the two-year
to have your employer make salary reduction contributions.
                                                                         period during which you first began participation in the
Several limitations on the amount that may be contributed
                                                                         SIMPLE Plan, the early distribution excise tax (if otherwise
apply. First, salary reduction contributions (for plans that are
                                                                         applicable) is increased to 25%; and (5) during this two-year
eligible) may not exceed $16,500 in 2009 and thereafter. The
                                                                         period, any amount withdrawn may be rolled over tax-free
limits will be adjusted periodically for cost of living increases
                                                                         only into another SIMPLE IRA (and not to a Traditional
after 2009. Second, the combination of all contributions
                                                                         IRA (that is not a SIMPLE IRA) or to a Roth IRA). It is
for any year (including employer contributions and, if your
                                                                         your responsibility and that of your employer to see that
SEP Plan is eligible, salary reduction contributions) cannot
                                                                         contributions in excess of normal IRA limits are made under
exceed 25% of compensation. The 2008 compensation limit
                                                                         and in accordance with a valid SIMPLE Plan.
of $230,000 is increased for 2009 to $245,000 and will be
adjusted periodically for cost of living increases. A number             If you are at least age 50 before the end of the plan year, you
of special rules apply to SEP Plans, including a requirement             may make additional “catch-up” contributions in the amount
that contributions generally be made on behalf of all                    of $2,500 for 2009. Those “catch-up” contributions may be
employees of the employer (including for this purpose a sole             subject to future COLA increases in $500 increments.
proprietorship or partnership) who satisfy certain minimum               Please note that IRS Model 5304-SIMPLE IRA and 5305-
participation requirements. It is your responsibility and                SA Forms must be provided to any participating SIMPLE-
that of your employer to see that contributions in excess of             IRA Employee.
normal IRA limits are made under and in accordance with
a valid SEP Plan.                                                        10. When can Distributions be taken from a Traditional IRA?
                                                                         You may at any time request distribution of all or any
If making a Traditional IRA contribution to a SEP IRA and
                                                                         portion of your account. However, distributions made prior
if you are at least age 50 before the end of the plan year, you
                                                                         to age 59½ may be subject to an additional 10% penalty
may make additional “catch-up” contributions in the amount
                                                                         tax, unless some other exception applies, as discussed in
of $1,000 for 2009. Those “catch-up” contributions may be
                                                                         more detail in paragraph 18 below.
subject to future COLA increases in $500 increments.
Please note that an IRS Model 5305-SEP or 5305-SARSEP                    11. When Must Distributions from a Traditional IRA Begin?
Form must be provided to any participating employee in a                 You must begin receiving the assets in your account no later
Simplified Employee Pension Plan.                                        than April 1 following the calendar year in which you reach
                                                                         age 70½.
9. Can a Savings and Incentive Match Plan for Employees of Small
    Employers (“SIMPLE”) Be Used in Conjunction with a Traditional       12. How are Required Minimum Distributions Computed?
    IRA?
                                                                         A required minimum distribution (“RMD”) is determined
A Traditional IRA may also be used in connection with a
                                                                         by dividing the account balance (as of the prior calendar
SIMPLE Plan established by your employer (or by you if you
                                                                         year end) by the distribution period. For lifetime RMDs,
are self-employed). When this is done, the IRA is known as
                                                                         there is a uniform distribution period for almost all IRA
a SIMPLE IRA, although it is similar to a Traditional IRA
                                                                         owners of the same age. The uniform distribution period
with the exceptions described below. Under a SIMPLE Plan,
                                                                         table is based on the joint life and last survivor expectancy
you may elect to have your employer make salary reduction
                                                                         of an individual and a hypothetical beneficiary 10 years
contributions to your SIMPLE IRA up to $11,500 in 2009
                                                                         younger. However, if the IRA owner’s sole beneficiary is
and beyond, potentially subject to COLA increases in $500
                                                                         his/her spouse and the spouse is more than 10 years younger
increments. In addition, your employer will contribute
                                                                         than the account owner, then a longer distribution period
certain amounts to your SIMPLE IRA, either as a matching
                                                                         based upon the joint life and last survivor life expectancy of
                                                                     5
the IRA owner and spouse will apply. An IRA owner may,                   Amounts distributed to you are generally includable in
however, elect to take more than his/her RMD at any time.                your gross income in the taxable year you receive them and
                                                                         are taxable as ordinary income. To the extent, however,
13. What happens if I do not take my RMD?                                that any part of a distribution constitutes a return of your
A federal excise tax penalty under Section 4974 of            the        nondeductible contributions, it will not be included in your
Internal Revenue Code may be imposed against you if           the        income. The amount of any distribution excludable from
RMD is not made for the year you reach age 70½and             for        income is the portion that bears the same ratio as your
each year thereafter. The penalty is equal to 50% of          the        aggregate non-deductible contributions bear to the balance
amount by which the actual distribution is less than          the        of your Traditional IRA at the end of the year (calculated
required minimum.                                                        after adding back distributions during the year). For this
                                                                         purpose, all of your Traditional IRAs are treated as a single
14. Are There Distribution Rules that Apply after My Death?
                                                                         Traditional IRA. Furthermore, all distributions from a
Yes. If you die before receiving the balance of your
                                                                         Traditional IRA during a taxable year are to be treated as
Traditional IRA, distribution of your remaining account
                                                                         one distribution. The aggregate amount of distributions
balance is subject to several special rules. If you die on
                                                                         excludable from income for all years cannot exceed the
or after your required beginning date, the designated
                                                                         aggregate non-deductible contributions for all calendar
beneficiary can stretch payments out over the longer of the
                                                                         years.
beneficiary’s remaining life expectancy (using the age of the
beneficiary in the year following the year of your death) or             You must elect the withholding treatment of your
your remaining life expectancy (determined using your age                distribution, as described in paragraph 23 below. No
in the year of your death) beginning in the year after the               distribution to you or anyone else from a Traditional IRA
year of your death and reduced by 1.0 for each succeeding                can qualify for capital gains treatment under the federal
year. If you die before your required beginning date, your               income tax laws. Similarly, you are not entitled to the special
remaining interest may either (i) be distributed by December             five- or ten-year averaging rule for lump-sum distributions
31 of the year containing the fifth anniversary of your death,           that may be available to persons receiving distributions
or (ii) begin to be distributed by December 31 of the year               from certain other types of retirement plans. Historically,
following your death over a period not exceeding the life                so-called “excess distributions” to you as well as “excess
expectancy or expectancies of your designated beneficiary                accumulations” remaining in your account as of your date
or beneficiaries.                                                        of death were subject to additional taxes. These additional
                                                                         taxes no longer apply.
Two additional distribution options are available if your
spouse is the beneficiary: (i) payments to your spouse may               Any distribution that is properly rolled over will not be
commence as late as December 31 of the year you would                    includable in your gross income.
have attained age 70½ and be distributed over a period not
                                                                         17. What Are The Qualifications For A Charitable Donation?
exceeding the life expectancy of your spouse, or (ii) your
                                                                         The Pension Protection Act of 2006 allows Traditional IRA
spouse can simply elect to treat your Traditional IRA as his
                                                                         holders who are age 70½ or older at the time of a distribution
or her own, in which case distributions will be required to
                                                                         to annually exclude qualified charitable distribution amounts
commence by April 1 following the calendar year in which
                                                                         up to $100,000 per year from gross income. A qualified
your spouse attains age 70½.
                                                                         charitable distribution must be made payable directly to
15. How do the RMD Rules Impact my Designated Beneficiary or             the qualified charity as described in Section 170(b) of the
    Beneficiaries?                                                       Internal Revenue Code. Qualified charitable distributions
The RMD rules provide for the determination of your                      are currently allowed only through the tax year of 2009.
designated beneficiary or beneficiaries as of September 30 of            Distributions from SEP or SIMPLE IRAs do not qualify for
the year following your death. Consequently, any beneficiary             this type of designation.
may be eliminated for purposes of calculating the RMD by
the distribution of that beneficiary’s benefit, through a valid          18. Are There Penalties for Early Distribution from a Traditional
                                                                              IRA?
disclaimer between your death and the end of September
                                                                         Distributions from your Traditional IRA made before age
following the year of your death, or by dividing your IRA
                                                                         59½ will be subject (in addition to ordinary income tax) to a
account into separate accounts for each of several designated
                                                                         10% non-deductible penalty tax unless (i) the distribution is
beneficiaries you may have designated.
                                                                         a return of non-deductible contributions, (ii) the distribution
                                                                         is made because of your death, disability, or as part of a
16. How Are Distributions From a Traditional IRA Taxed for Federal
    Income Tax Purposes?                                                 series of substantially equal periodic payments over your
                                                                         life expectancy or the joint life expectancy of you and your
                                                                     6
beneficiary, (iii) the distribution is made for unreimbursed              deductible contribution to your Traditional IRA and do not
medical expenses in excess of 7.5% of adjusted gross income               make the contribution, you will be subject to a $100 penalty
or is made for reimbursement of medical premiums while                    for each overstatement unless a reasonable cause is shown
you are unemployed, (iv) the distribution is made to pay                  for not contributing. Other reporting will be required by
for certain higher education expenses for you, your spouse,               you in the event that special taxes or penalties described
your child, your grandchild, or the child or grandchild of                herein are due. You must also file Form 5329 with the IRS
your spouse, (v) subject to various limits, the distribution is           for each taxable year in which the contribution limits are
used to purchase a first home or, in limited cases, a second              exceeded, a premature distribution takes place, or less than
or subsequent home for you, your spouse, or you or your                   the required minimum amount is distributed from your
spouse’s child, grandchild or ancestor, (vi) the distribution             Traditional IRA.
is an exempt withdrawal of an excess contribution, (vii)
the distribution is made due to an IRS tax levy, or (viii) the            22. How Are Earnings on My Account Calculated and Allocated?
distribution is made by member of the Armed Forces Reserve                The method of investing annual earnings is set forth in
called to active duty for either a period exceeding 179 days              Article VIII, Section 1 of the Individual Retirement Account
or for an indefinite period and is effective for members called           Custodial Agreement. The growth in value of your IRA is
to active duty. The penalty tax may also be avoided if the                neither guaranteed nor protected.
distribution is rolled over to another individual retirement
                                                                          23. Income Tax Withholding
account. See Item 9 above for special rules applicable to
                                                                          You must indicate on distribution requests whether or not
distributions from a SIMPLE IRA.
                                                                          federal tax should be withheld. Distribution requests without
19. What If I Engage in a Prohibited Transaction?                         a federal withholding statement require the Custodian to
If you engage in a “prohibited transaction,” as defined in                withhold federal tax in accordance with IRS regulations.
Section 4975 of the Internal Revenue Code, your account                   State withholding may also apply for distribution requests
will be disqualified, and the entire balance in your account              received without a withholding statement.
will be treated as if distributed to you and will be taxable to
                                                                          24. Other Information
you as ordinary income. Examples of prohibited transactions
                                                                          The form of your Individual Retirement Account Plan has
are:
                                                                          been approved by the Internal Revenue Service. The Internal
a. the sale, exchange, or leasing of any property between
                                                                          Revenue Service approval is a determination only as to the
     you and your account;
                                                                          form of the Plan and does not represent a determination
b. the lending of money or other extensions of credit                     of the merits of the Plan as adopted by you. You may
     between you and your account; or                                     obtain further information with respect to your Individual
c. the furnishing of goods, services, or facilities between               Retirement Account from any district office of the Internal
     you and your account.                                                Revenue Service.
If you are under age 59½, you may also be subject to the                  Information about the shares of each mutual fund available
10% penalty tax on early distributions in addition to                     for investment by your IRA must be furnished to you in the
ordinary income taxes.                                                    form of a prospectus governed by rules of the Securities and
20. What If I Pledge My Account?                                          Exchange Commission. Please refer to the prospectus for
                                                                          detailed information concerning your mutual fund.
If you use (pledge) all or part of your Traditional IRA as
security for a loan, then the portion so pledged will be
treated as if distributed to you and will be taxable to you                Traditional Individual Retirement
as ordinary income during the year in which you make such                  Custodial Account
pledge. The 10% penalty tax on early distributions may also               The following constitutes an agreement establishing an
apply in addition to ordinary income taxes.                               Individual Retirement Account (under Section 408(a) of
21. How Are Contributions to a Traditional IRA Reported for Federal       the Internal Revenue Code) between the depositor and the
    Tax Purposes?                                                         Custodian.
Deductible contributions to your Traditional IRA may be                   Article I
claimed as a deduction on your IRS Form 1040 for the
                                                                          Except in the case of a rollover contribution described
taxable year contributed. If any non-deductible contributions
                                                                          in Section 402(c), 403(a)(4), 403(b)(8), 408(d)(3), or
are made by you during a tax year, such amounts must be
                                                                          457(c)(16), an employer contribution to a simplified
reported on Form 8606 and attached to your Federal Income
                                                                          employee pension plan as described in Section 408(k), or a
Tax Return for the year contributed. If you report a non-
                                                                      7
recharacterized contribution described in Section 408A(d)                i.   the designated beneficiary is the depositor’s
(6), the Custodian will accept only cash contributions up                     surviving spouse, the remaining interest will
to $4,000 for tax years 2005 through 2007 and $5,000 for                      be distributed over the surviving spouse’s life
2008 and thereafter. For individuals who have reached the                     expectancy as determined each year until such
age of 50 before the close of the tax year, the contribution                  spouse’s death, or over the period in paragraph
limit is increased to $4,500 for 2005, $5,000 for 2006 and                    (a)(iii) below if longer. Any interest remaining
2007, and $6,000 for 2008 and thereafter. For tax years                       after the spouse’s death will be distributed
after 2008, the above limits will be increased to reflect a                   over such spouse’s remaining life expectancy as
cost-of-living adjustment, if any.                                            determined in the year of the spouse’s death and
                                                                              reduced by 1.0 for each subsequent year, or, if
Article II                                                                    distributions are being made over the period in
The depositor’s interest in the balance in the custodial                      paragraph (a)(iii) below, over such period;
account is non-forfeitable.
                                                                         ii. the designated beneficiary is not the depositor’s
Article III                                                                  surviving spouse, the remaining interest will be
1. No part of the custodial account funds may be invested                    distributed over the beneficiary’s remaining life
     in life insurance contracts, nor may the assets of the                  expectancy as determined in the year following
     custodial account be commingled with other property                     the death of the depositor and reduced by 1.0
     except in a common trust fund or common investment                      for each subsequent year, or over the period in
     fund (within the meaning of Section 408(a)(5)).                         paragraph (a)(iii) below if longer;
2. No part of the custodial account funds may be invested                iii. there is no designated beneficiary, the remaining
     in collectibles (within the meaning of Section 408(m))                   interest will be distributed over the remaining
     except as otherwise permitted by Section 408(m)(3)                       life expectancy of the depositor as determined
     which provides an exception for certain gold, silver, and                in the year of the depositor’s death and reduced
     platinum coins, coins issued under the laws of any state,                by 1.0 for each subsequent year.
     and certain bullion.                                            b. If the depositor dies before the required beginning
Article IV                                                              date, the remaining interest will be distributed in
                                                                        accordance with (i) below or, if elected or there is
1. Notwithstanding any provision of this agreement to the
                                                                        no designated beneficiary, in accordance with (ii)
     contrary, the distribution of the depositor’s interest in
                                                                        below:
     the custodial account shall be made in accordance with
     the following requirements and shall otherwise comply              i. the remaining interest will be distributed in
     with Section 408(a)(6) and the regulations thereunder,                  accordance with paragraphs (a)(i) and (a)(ii)
     the provisions of which are herein incorporated by                      above (but not over the period in paragraph
     reference.                                                              (a)(iii), even if longer), starting by the end of
                                                                             the calendar year following the year of the
2. The depositor’s entire interest in the custodial account                  depositor’s death. If, however, the designated
   must be, or begin to be, distributed not later than the                   beneficiary is the depositor’s surviving spouse,
   depositor’s required beginning date, April 1 following                    then this distribution is not required to begin
   the calendar year in which the depositor reaches age                      before the end of the calendar year in which the
   70½. By that date, the depositor may elect, in a manner                   depositor would have reached age 70½. But,
   acceptable to the Custodian, to have the balance in the                   in such case, if the depositor’s surviving spouse
   custodial account distributed in:                                         dies before distributions are required to begin,
   a. A single sum; or                                                       then the remaining interest will be distributed
   b. Payments over a period not longer than the life of                     in accordance with (a)(ii) above (but not over
      the depositor or the joint lives of the depositor and                  the period in paragraph (a)(iii), even if longer),
      his or her designated beneficiary.                                     over such spouse’s designated beneficiary’s life
                                                                             expectancy, or in accordance with (ii) below if
3. If the depositor dies before his or her entire interest is                there is no such designated beneficiary;
   distributed to him or her, the remaining interest will be
                                                                        ii. the remaining interest will be distributed by the
   distributed as follows:
                                                                             end of the calendar year containing the fifth
    a. If the depositor dies on or after the required                        anniversary of the depositor’s death.
       beginning date and:

                                                                 8
4. If the depositor dies before his or her entire interest           2. The Custodian agrees to submit to the Internal Revenue
   has been distributed and if the designated beneficiary               Service (IRS) and depositor the reports prescribed by the
   is not the depositor’s surviving spouse, no additional               IRS.
   contributions may be accepted in the account.
                                                                     Article VI
5. The minimum amount that must be distributed each
                                                                     Notwithstanding any other articles which may be added or
   year, beginning with the year containing the depositor’s
                                                                     incorporated, the provisions of Articles I through III and
   required beginning date, is know as the “required
                                                                     this sentence will be controlling. Any additional articles
   minimum distribution” and is determined as follows:
                                                                     inconsistent with Section 408(a) and related regulations will
    a. the required minimum distribution under paragraph             be invalid.
       2(b) for any year, beginning with the year the
       depositor reaches age 70½, is the depositor’s                 Article VII
       account value at the close of business on December            This agreement will be amended as necessary to comply
       31 of the preceding year divided by the distribution          with the provisions of the Code and the related regulations.
       period in the uniform lifetime table in Regulations           Other amendments may be made with the consent of the
       Section 1.401(a)(9)-9. However, if the depositor’s            persons whose signatures appear below.
       designated beneficiary is his or her surviving
                                                                     Article VIII
       spouse, the required minimum distribution for a
       year shall not be more than the depositor’s account           1. Investment of Account Assets
       value at the close of business on December 31 of                   a. All contributions to the custodial account shall be
       the preceding year divided by the number in the                         invested in the shares of the Keystone Mutual Funds
       joint and last survivor table in Regulations Section                    or, if available, any other series of Keystone Mutual
       1.401(a)(9)-9. The required minimum distribution                        Funds or other regulated investment companies for
       for a year under this paragraph (a) is determined                       which Cornerstone Capital Management, Inc. serves
       using the depositor’s (or, if applicable, the depositor                 as Investment Advisor or designates as being eligible
       and spouse’s) attained age (or ages) in the year;                       for investment. Shares of stock of an Investment
                                                                               Company shall be referred to as “Investment
    b. the required minimum distribution under paragraphs
                                                                               Company Shares”. To the extent that two or more
       3(a) and 3(b)(i) for a year, beginning with the year
                                                                               funds are available for investment, contributions
       following the year of the depositor’s death (or the
                                                                               shall be invested in accordance with the depositor’s
       year the depositor would have reached age 70½, if
                                                                               investment election.
       applicable under paragraph 3(b)(i) is the account
       value at the close of business on December 31 of                  b. Each contribution to the custodial account shall
       the preceding year divided by the life expectancy (in                identify the depositor’s account number and be
       the single life table in Regulations Section 1.401(a)                accompanied by a signed statement directing the
       (9)-9 of the individual specified in such paragraphs                 investment of that contribution. The Custodian may
       3(a) and 3(b)(i));                                                   return to the depositor, without liability for interest
                                                                            thereon, any contribution which is not accompanied
    c. the required minimum distribution for the year the
                                                                            by adequate account identification or an appropriate
       depositor reaches age 70½ can be made as late as
                                                                            signed statement directing investment of that
       April 1 of the following year. The required minimum
                                                                            contribution.
       distribution for any other year must be made by the
       end of such year.                                                 c. Contributions shall be invested in whole and
                                                                            fractional Investment Company Shares at the price
6. The owner of two or more traditional IRAs may satisfy
                                                                            and in the manner such shares are offered to the
   the minimum distribution requirements described above
                                                                            public. All distributions received on Investment
   by taking from one traditional IRA the amount required
                                                                            Company Shares, including both dividend and capital
   to satisfy the requirement for another in accordance
                                                                            gain distributions, held in the custodial account
   with the regulations under Section 408(a)(6).
                                                                            shall be reinvested in like shares. If any distribution
Article V                                                                   of Investment Company Shares may be received in
1. The depositor agrees to provide the Custodian with all                   additional like shares or in cash or other property,
                                                                            the Custodian shall elect to receive such distribution
     information necessary to prepare any reports required
                                                                            in additional like Investment Company Shares.
     by Section 408(i) and Regulations Sections 1.408-5 and
     1.408-6.                                                            d. All Investment Company Shares acquired by the

                                                                 9
        Custodian shall be registered in the name of the                       beneficiaries of its entire balance.
        Custodian or its nominee. The depositor shall be the
                                                                       3. Taxes and Custodial Fees
        beneficial owner of all Investment Company Shares
        held in the custodial account.                                 Any income taxes or other taxes levied or assessed upon or in
                                                                       respect of the assets or income of the custodial account and
   e. The Custodian agrees to forward to the depositor
                                                                       any transfer taxes incurred shall be paid from the custodial
      each prospectus, report, notice, proxy and related
                                                                       account. All administrative expenses incurred by the
      proxy soliciting materials applicable to Investment
                                                                       Custodian in the performance of its duties, including fees for
      Company Shares held in the custodial account
                                                                       legal services rendered to the Custodian, in connection with
      received by the Custodian. By establishing or having
                                                                       the custodial account, and the Custodian’s compensation
      established the custodial account, the depositor
                                                                       shall be paid from the custodial account, unless otherwise
      affirmatively directs the Custodian to vote any
                                                                       paid by the depositor or his or her beneficiaries. Sufficient
      Investment Company Shares held on the applicable
                                                                       shares will be liquidated from the custodial account to pay
      record date that have not been voted by the depositor
                                                                       such fees and expenses.
      prior to a shareholder meeting for which prior
      notice has been given. The Custodian shall vote                  The Custodian’s fees are set forth in Section 3 of the General
      with the management of the Investment Company                    Information section at the beginning of this booklet.
      on each proposal that the Investment Company’s                   Extraordinary charges resulting from unusual administrative
      Board of Directors has approved unanimously. If the              responsibilities not contemplated by the schedule will
      Investment Company’s Board of Directors has not                  be subject to such additional charges as will reasonably
      approved a proposal unanimously, the Custodian                   compensate the Custodian. Fees will be charged for any
      shall vote in proportion to all shares voted by the              liquidation including transferring to a successor trustee or
      Investment Company’s shareholders.                               custodian. The fee will be taken from the remaining balance
                                                                       of the account in the event of a partial liquidation. The
   f.   The depositor may, at any time, by written notice to
                                                                       fee will be taken from the proceeds in the event of a total
        the Custodian, in a form acceptable to the Custodian,
                                                                       liquidation and the balance of the account will be forwarded
        redeem any number of shares held in the custodial
                                                                       in accordance with the depositor’s instructions.
        account and reinvest the proceeds in the shares of
        any other Investment Company upon the terms                    4. Reports and Notices
        and within the limitations imposed by then current
                                                                          a. The Custodian shall keep adequate records of
        prospectus of such other Investment Company in
                                                                             transactions it is required to perform hereunder.
        which the depositor elects to invest. By giving such
        instructions, the depositor will be deemed to have                   After the close of each calendar year, the Custodian
        acknowledged receipt of such prospectus. Such                        shall provide to the depositor or his or her legal
        redemptions and reinvestments shall be done at the                   representative a written report or reports reflecting
        price and in the manner such shares are then being                   the transactions effected by it during such year and
        redeemed or offered by the respective Investment                     the assets and liabilities of the custodial account at
        Companies.                                                           the close of the year.
2. Amendment and Termination                                              b. All communications or notices shall be deemed to be
                                                                             given upon receipt by the Custodian at: U.S. Bank
   a. The Custodian may amend the custodial account
                                                                             NA, P.O. Box 701, Milwaukee, Wisconsin 53201-
      (including retroactive amendments) by delivering
                                                                             0701 or the depositor at his or her most recent
      to the depositor written notice of such amendment
                                                                             address shown in the Custodian’s records. The
      setting forth the substance and effective date of the
                                                                             depositor agrees to advise the Custodian promptly,
      amendment. The depositor shall be deemed to have
                                                                             in writing, of any change of address.
      consented to any such amendment not objected to
      in writing by the depositor within thirty (30) days of           5. Designation of Beneficiary
      receipt of the notice, provided that no amendment                The depositor may designate a beneficiary or beneficiaries
      shall cause or permit any part of the assets of the              to receive benefits from the custodial account in the event
      custodial account to be diverted to purposes other               of the depositor’s death. In the event the depositor has
      than for the exclusive benefit of the depositor or his or        not designated a beneficiary, or if all beneficiaries shall
      her beneficiaries.                                               predecease the depositor, the following persons shall take in
   b. The depositor may terminate the custodial account                the order named:
      at any time by delivering to the Custodian a written                 a. the spouse of the depositor;
      notice of such termination.
                                                                           b. if the spouse shall predecease the depositor or if
   c. The custodial account shall automatically terminate
                                                                              the depositor does not have a spouse, then to the
      upon distribution to the depositor or his or her
                                                                              depositor’s estate.
                                                                  10
The depositor may also change or revoke any previously                 successor custodian. The successor custodian shall satisfy
made designation of beneficiary. A designation or change or            the requirements of Section 408(h) of the Code. Upon receipt
revocation of a designation shall be made by written notice            by the Custodian of written acceptance of such appointment
in a form acceptable to and filed with the Custodian, prior            by the successor custodian, the Custodian shall transfer and
to the complete distribution of the balance in the custodial           pay over to such successor the assets of and records relating
account. The last such designation on file at the time of the          to the custodial account. The Custodian is authorized,
depositor’s death shall govern. If a beneficiary dies after the        however, to reserve such sum of money as it may deem
depositor, but prior to receiving his or her entire interest in        advisable for payment of all its fees, compensation, costs and
the custodial account, the remaining interest in the custodial         expenses, or for payment of any other liability constituting
account shall be paid to the beneficiary’s estate.                     a charge on or against the assets of the custodial account
6. Multiple Individual Retirement Accounts                             or on or against the Custodian, and where necessary may
                                                                       liquidate shares in the custodial account for such payments.
In the event the depositor maintains more than one Individual          Any balance of such reserve remaining after the payment of
Retirement Account (as defined in Section 408(a)) and elects           all such items shall be paid over to the successor custodian.
to satisfy his or her minimum distribution requirements                The Custodian shall not be liable for the acts or omissions
described in Article IV above by making a distribution from            of any predecessor or successor custodian or trustee.
another individual retirement account in accordance with
Item 6 thereof, the depositor shall be deemed to have elected          12. Limitation on Custodian Responsibility
to calculate the amount of his or her minimum distribution             The Custodian will not under any circumstances be responsible
under this custodial account in the same manner as under the           for the timing, purpose or propriety of any contribution or
Individual Retirement Account from which the distribution              of any distribution made hereunder, nor shall the Custodian
is made.                                                               incur any liability or responsibility for any tax imposed on
7. Inalienability of Benefits                                          account of any such contribution or distribution. Further,
                                                                       the Custodian shall not incur any liability or responsibility
Neither the benefits provided under this custodial account             in taking or omitting to take any action based on any notice,
nor the assets held therein shall be subject to alienation,            election, or instruction or any written instrument believed
assignment, garnishment, attachment, execution or levy of              by the Custodian to be genuine and to have been properly
any kind and any attempt to cause such benefits or assets to           executed. The Custodian shall be under no duty of inquiry
be so subjected shall not be recognized except to the extent           with respect to any such notice, election, instruction, or
as may be required by law.                                             written instrument, but in its discretion may request any
8. Rollover Contributions and Transfers                                tax waivers, proof of signatures or other evidence which it
                                                                       reasonably deems necessary for its protection. The depositor
The Custodian shall have the right to receive rollover
                                                                       and the successors of the depositor including any executor or
contributions and to receive direct transfers from other
                                                                       administrator of the depositor shall, to the extent permitted
custodians or trustees. All contributions must be made in
                                                                       by law, indemnify the Custodian and its successors and
cash or check.
                                                                       assigns against any and all claims, actions or liabilities of the
9. Conflict in Provisions                                              Custodian to the depositor or the successors or beneficiaries
To the extent that any provisions of this Article VIII shall           of the depositor whatsoever (including without limitation
conflict with the provisions of Articles IV, V and/or VII, the         all reasonable expenses incurred in defending against or
provisions of this Article VIII shall govern.                          settlement of such claims, actions or liabilities) which may
10. Applicable State Law                                               arise in connection with this Agreement or the custodial
                                                                       account, except those due to the Custodian’s own bad faith,
This custodial account shall be construed, administered and            gross negligence or willful misconduct. The Custodian shall
enforced according to the laws of the State of Wisconsin.              not be under any duty to take any action not specified in
11. Resignation or Removal of Custodian                                this Agreement, unless the depositor shall furnish it with
The Custodian may resign at any time upon thirty (30)                  instructions in proper form and such instructions shall have
days notice in writing to the Investment Company. Upon                 been specifically agreed to by the Custodian, or to defend
such resignation, the Investment Company shall notify the              or engage in any suit with respect hereto unless it shall have
depositor, and shall appoint a successor custodian under this          first agreed in writing to do so and shall have been fully
Agreement. The depositor or the Investment Company at                  indemnified to its satisfaction.
any time may remove the Custodian upon 30 days written
notice to that effect in a form acceptable to and filed with
the Custodian. Such notice must include designation of a
                                                                  11
                                                                         If you are age 50 or older by the end of the year, you may
  Disclosure Statement for Roth IRAs                                     make additional “catch-up” contributions to a Roth IRA.
1. Am I Eligible to Contribute to a Roth IRA?                            The “catch-up” contribution limit is $1,000 for tax years
Anyone with compensation income whose Adjusted Gross                     2009 and beyond.
Income (AGI) does not exceed the limits described below is               If you are married and file a joint return, you may make
eligible to contribute to a Roth IRA. (For convenience, all              contributions to your spouse’s Roth IRA. However, the
future references to compensation are deemed to mean “earned             maximum amount contributed to both your own and to
income” in the case of a self-employed individual.) Employers            your spouse’s Roth IRA may not exceed 100% of your
may also contribute to Roth IRAs established for the benefit             combined compensation or the maximum contribution
of their employees. You may also establish a Roth IRA to                 shown in the table above, whichever is less. The maximum
receive rollover contributions or transfers from another Roth            amount that may be contributed to either your Roth IRA or
IRA or, in some cases, from a Traditional IRA. You may not               your spouse’s Roth IRA is shown in the table above. Again,
roll amounts into a Roth IRA from other retirement plans such            these dollar limits are reduced by any contributions made by
as an employer-sponsored qualified plan. However, current                or on behalf of you or your spouse to any other individual
law does not appear to prohibit a rollover from a qualified              retirement plan (such as a Traditional IRA) except SEP
plan into a Traditional IRA and then from the Traditional                IRAs and SIMPLE IRAs. Again, the limit is not reduced for
IRA into a Roth IRA. However, a Traditional IRA must be                  contributions either of you make to a Coverdell Education
converted into a Roth IRA before it can be rolled over, and              Savings Account for someone other than yourselves.
the conversion process is a taxable event.                               As noted in Item 1, your eligibility to contribute to a Roth IRA
2. When Can I Make Contributions?                                        depends on your AGI (as defined below). The amount that you
                                                                         may contribute to a Roth IRA is reduced proportionately for
You may make annual contributions to your Roth IRA any
                                                                         AGI which exceeds the applicable dollar amount. For the 2009
time up to and including the due date for filing your tax return
                                                                         tax year, the amount that you may contribute to your Roth IRA
for the year, not including extensions. Unlike a Traditional
IRA, you may continue to make regular contributions to your              is as follows:
Roth IRA even after you attain age 70½. In addition, rollover            Single Individual
contributions and transfers (to the extent permitted as discussed
below) may be made at any time, regardless of your age.                                  Eligible to Make Eligible to Make       Not Eligible
                                                                                          a Deductible       a Partially          to Make a
3. How Much May I Contribute to a Roth IRA?                                  Year         Contribution if    Deductible           Deductible
                                                                                         AGI is Less Than Contribution if       Contribution if
As a result of the Economic Growth and Tax Relief                                          or Equal to:   AGI is Between:        AGI is Over:
Reconciliation Act (“EGTRRA”) of 2001, the maximum
dollar amount of annual contributions you may make to a                      2009            $105,000     $105,000 - $119,999     $120,000
Roth IRA is $5,000 for tax years beginning in 2008. However,
                                                                          2010 & After
these amounts are phased out or eliminated entirely if your                 - subject
                                                                            to COLA          $105,000     $105,000 - $119,999     $120,000
adjusted gross income is over a certain level, as explained in
                                                                           increases
more detail below.
                                                                         However, for the 2009 tax year, the amount that you may
Year                                    2009           2010              contribute to your Roth IRA is phased out if you are single and
                                                                         your AGI is between 105,000 and 120,000
Roth IRA Contribution Limit            $5,000         $5,000
                                                                         Married Individual Filing a Joint Income Tax Return
You may make annual contributions to a Roth IRA in any
                                                                                         Eligible to Make Eligible to Make       Not Eligible
amount up to 100% of your compensation for the year
                                                                                          a Deductible       a Partially          to Make a
or the maximum contribution limits shown in the table
                                                                             Year         Contribution if    Deductible           Deductible
above, whichever is less. The limitation is reduced by                                   AGI is Less Than Contribution if       Contribution if
any contributions made by you or on your behalf to any                                     or Equal to:   AGI is Between:        AGI is Over:
other individual retirement plan (such as a Traditional
IRA) except SEP IRAs and SIMPLE IRAs. Your annual                            2009            $166,000     $166,000 - $175,999     $176,000
contribution limitation is not reduced by contributions                   2010 & After
you make to a Coverdell Education Savings Account that                      - subject        $167,000     $167,000 - $176,999     $177,000
covers someone other than yourself. In addition, qualifying                 to COLA
                                                                           increases
rollover contributions and transfers are not subject to these
limitations.
                                                                    12
If you are a married taxpayer filing separately, your contribution        you contribute to a Coverdell Education Savings Account for
phases out over the first $10,000 of AGI, so that if your AGI is          the benefit of someone other than yourself.
$10,000 or more you may not contribute to a Roth IRA for the              If you are the beneficiary of a Coverdell Education Savings
year. Note that the amount you may contribute to a Roth IRA               Account, additional limits may apply to you. Please contact
is not affected by your participation in an employer-sponsored            your tax advisor for more information.
retirement plan.
For this purpose, your AGI (1) is determined without                      4. Can I Roll Over or Transfer Amounts from Other IRAs?
regard to the exclusions from income arising under Section                You are allowed to “roll over” a distribution or transfer
135 (exclusion of certain savings bond interest), Section                 your assets from one Roth IRA to another without any tax
137 (exclusion of certain employer provided adoption                      liability. Rollovers between Roth IRAs are permitted every
expenses) and Section 911 (certain exclusions applicable to               12 months and must be accomplished within 60 days after
U.S. citizens or residents living abroad) of the Code, (2) is             the distribution.
reduced by the amount paid under an endowment contract                    If you are single, head of household or married filing jointly
described in Section 408(b) of the Code which is properly                 and your adjusted gross income is not more than $100,000,
allocated to the cost of life insurance, (3) takes into account           you may convert amounts from another individual retirement
the passive loss limitations under Section 469 of the Code                plan (such as a Traditional IRA) to a Roth IRA. The
and any taxable benefits under the Social Security Act and                $100,000 ceiling on conversions to a Roth IRA is removed
Railroad Retirement Act as determined in accordance with                  beginning in 2010. (For this purpose, adjusted gross income
Section 86 of the Code, and (4) generally does not take into              is determined as described above, with the additional
account income from rollovers (conversions) of Traditional                modification that it does not include income generated by
IRAs.                                                                     the rollover of a Traditional IRA or amounts attributable to
To determine the amount you may contribute to a Roth IRA                  mandatory (i.e., post 70½) distributions from Traditional
(assuming it does not exceed 100% of your compensation),                  IRAs, which must be removed from the Traditional IRA
use the following calculations:                                           prior to conversion.) Rollover amounts (except to the
Step 1 Subtract the applicable dollar amount from your                    extent they represent non-deductible contributions) are
       adjusted gross income as determined above. If the                  includable in your income and subject to tax in the year
       result is $15,000 or more ($10,000 or more in                      of the conversion, but such amounts are not subject to the
       the case of a married individual filing jointly or                 10% penalty tax. However, if an amount rolled over from a
       separately), you cannot make a contribution to a                   Traditional IRA is distributed from the Roth IRA before the
       Roth IRA.                                                          end of the five-tax-year period that begins with the first day
                                                                          of the tax year in which the rollover is made, a 10% penalty
Step 2 Divide the above figure by $15,000 ($10,000 in                     tax will apply. Effective in the tax year 2008, assets may be
       the case of a married individual filing jointly or                 directly rolled over (converted) from a 401K Plan, 403(b)
       separately), and multiply that percentage by the                   Plan or a governmental 457 Plan to a Roth IRA.
       maximum contribution amount allowed for that
       taxable year (not including “catch-up” amounts).                   Subject to the foregoing limits, you may also directly convert
                                                                          a Traditional IRA to a Roth IRA with similar tax results.
Step 3 Subtract the dollar amount (result from (2) above)
       from your maximum contribution to determine the                    Furthermore, if you have made contributions to a Traditional
       amount you may contribute to a Roth IRA.                           IRA during the year in excess of the deductible limit, you
                                                                          may convert those non-deductible IRA contributions to
                                                                          contributions to a Roth IRA (assuming that you otherwise
Step 4 In addition to the above limits, the amount you                    qualify to make a Roth IRA contribution for the year and
       may contribute may not exceed the maximum                          subject to the contribution limit for a Roth IRA).
       contribution limits shown in the table above reduced               You must report a rollover or conversion from a Traditional
       by the amount contributed on your behalf to all                    IRA to a Roth IRA by filing Form 8606 as an attachment to
       other individual retirement accounts (except SEP                   your federal income tax return. Beginning in 2006, you may
       IRAs and SIMPLE IRAs).                                             roll over amounts from a “designated Roth IRA account”
If the contribution limit is not a multiple of $10 it should be           established under a qualified retirement plan. Roth IRA, Roth
rounded up to the next $10. If you are eligible to make any               401(k) or Roth 403(b) assets may only be rolled over either to
contribution, you may make a minimum $200 contribution.                   another designated Roth Qualified account or to a Roth IRA.
                                                                          Upon distribution of employer sponsored plans the participant
Your contribution to a Roth IRA is not reduced by any amount
                                                                          may roll designated Roth assets into a Roth IRA but not into a
                                                                     13
Traditional IRA. In addition, Roth assets cannot be rolled into             consequences, unless an exception applies.
a Profit-Sharing-only plan or pretax deferral-only 401(k) plan.
In the event of your death, the designated beneficiary of your              9. When Must Distributions from a Roth IRA Begin?
Roth 401K or Roth 403(b) Plan may have the opportunity to                   Unlike Traditional IRAs, there is no requirement that you
rollover proceeds from that Plan into a Beneficiary Roth IRA                begin distribution of your account during your lifetime at
account. Strict limitations apply to rollovers, and you should              any particular age.
seek competent advice in order to comply with all of the rules
                                                                            10. Are There Distribution Rules that Apply after My Death?
governing any type of rollover.
                                                                            Yes. If you die before receiving the balance of your IRA,
5. What if I Make a Contribution for Which I Am Ineligible or Change        distribution of your remaining account balance is subject
    My Mind About the Type of IRA to Which I Wish to Contribute?            to the following rules. If your spouse is not the beneficiary,
Prior to the due date (including extensions) for filing your                then your remaining interest may either (i) be distributed by
tax return, you may elect to “recharacterize” amounts that                  December 31 of the year containing the fifth anniversary of
you contributed to an IRA during the year by making a                       your death, or (ii) begin to be distributed by December 31
recharacterization of the contributed amount and earnings.                  of the year following your death over a period not exceeding
Thus, for example, if you contribute amounts to a Roth IRA                  the life expectancy or expectancies of your designated
and later determine that you are ineligible to make a Roth
                                                                            beneficiary or beneficiaries.
IRA contribution for the year, you may at any time prior to
the tax return due date for the year (including extensions)                 The minimum amount that must be distributed under (ii)
make a recharacterization of the contributions and earnings                 is the account value at the close of business on December
to a Traditional IRA.                                                       31 of the preceding year divided by the life expectancy of
                                                                            the designated beneficiary using the age of the beneficiary
6. What if I Make an Excess Contribution?
                                                                            in the year following the year of the depositor’s death and
Contributions that exceed the allowable maximum for federal                 subtracting one from the divisor for each subsequent year.
income tax purposes are treated as “excess contributions.”
                                                                            Two additional distribution options are available if your
A non-deductible penalty tax of 6% of the excess amount
                                                                            spouse is the beneficiary: (i) payments to your spouse may
contributed will be added to your income tax for each year
                                                                            commence as late as December 31 of the year you would
in which the excess contribution remains in your account.
                                                                            have attained age 70½ and be distributed over a period not
7. How Do I Correct an Excess Contribution?                                 exceeding the life expectancy of your spouse, or (ii) your
If you make a contribution in excess of your allowable                      spouse can simply elect to treat your Roth IRA as his or her
maximum, you may correct the excess contribution and avoid                  own.
the 6% penalty tax for that year by withdrawing the excess                  11. How Are Distributions from a Roth IRA Taxed for Federal Income
contribution and its earnings on or before the date, including                  Tax Purposes?
extensions, for filing your tax return for the tax year for                 Amounts distributed to you are generally excludable from
which the contribution was made (generally October 15th).                   your gross income if they (i) are paid after you attain age
Any earnings on the withdrawn excess contribution may also                  59½, (ii) are made to your beneficiary after your death, (iii)
be subject to the 10% early distribution penalty tax if you                 are attributable to your becoming disabled, (iv) subject to
are under age 59½. In addition, although you will still owe                 various limits, the distribution is used to purchase a first
penalty taxes for one or more years, excess contributions may               home or, in limited cases, a second or subsequent home for
be withdrawn after the time for filing your tax return. Excess              you, your spouse, or you or your spouse’s grandchild or
contributions for one year may be carried forward and applied               ancestor, or (v) are rolled over to another Roth IRA.
against the contribution limitation in succeeding years.
                                                                            Regardless of the foregoing, if you or your beneficiary
An individual who is partially or entirely ineligible to make               receives a distribution within the five-taxable-year period
contributions to a Roth IRA may transfer amounts of up to                   starting with the beginning of the year to which your initial
the yearly contribution limits to a non-deductible Traditional              contribution to your Roth IRA applies, the earnings on your
IRA (subject to reduction for amounts remaining in the Roth                 account are includable in taxable income. In addition, if you
IRA plus other Traditional IRA contributions).                              roll over (convert) funds to your Roth IRA from another
                                                                            individual retirement plan (such as a Traditional IRA or
8. When Can I Take Distribution from a Roth IRA?
                                                                            another Roth IRA into which amounts were rolled from a
You may at any time request distribution of all or any
                                                                            Traditional IRA), the portion of a distribution attributable
portion of your account. However, distribution made prior
                                                                            to rolled-over amounts which exceeds the amounts taxed in
to your attainment of age 59½ (or in some cases within five
                                                                            connection with the conversion to a Roth IRA is includable
years of establishing your account) may produce adverse tax
                                                                            in income (and subject to penalty tax) if it is distributed
                                                                       14
prior to the end of the five-tax-year period beginning with             Note that, for federal tax purposes (for example, for purposes
the start of the tax year during which the rollover occurred.           of applying the ordering rules described above), Roth IRAs
An amount taxed in connection with a rollover is subject to             are considered separately from Traditional IRAs.
a 10% penalty tax if it is distributed before the end of the
five-tax-year period.                                                   12. What Are The Qualifications for A Charitable Donation?
                                                                        The Pension Protection Act of 2006 allows Roth IRA holders
As noted above, the five-year holding period requirement
                                                                        who are age 70½ or older at the time of a distribution to
is measured from the beginning of the five-taxable-year
period beginning with the first taxable year for which you              annually exclude qualified charitable distribution amounts
(or your spouse) made a contribution to a Roth IRA on your              up to $100,000 per year from gross income. A qualified
behalf. Previously, the law required that a separate five-year          charitable distribution must be made payable directly to
holding period apply to regular Roth IRA contributions                  the qualified charity as described in Section 170(b) of the
and to amounts contributed to a Roth IRA as a result of the             Internal Revenue Code. Qualified charitable distributions
rollover or conversion of a Traditional IRA. Even though the            are currently allowed only through the tax year of 2009.
holding period requirement has been simplified, it may still be
advisable to keep regular Roth IRA contributions and rollover/          13. Are There Penalties for Early Distribution from a Roth IRA?
conversion Roth IRA contributions in separate accounts. This            As indicated above, earnings on your contributions, as well
is because amounts withdrawn from a rollover/conversion                 as amounts contributed to a Roth IRA as a rollover from a
Roth IRA within five years of the rollover/conversion may be            Traditional IRA, that are distributed before certain events are
subject to a 10% penalty tax.                                           subject to various taxes. Please see IRS Publication 590 for
As noted above, a distribution from a Roth IRA that                     further information about Roth IRA rules and restrictions.
complies with all of the distribution and holding period
requirements is excludable from your gross income. If you               14. What if I Engage in a Prohibited Transaction?
receive a distribution from a Roth IRA that does not comply             If you engage in a “prohibited transaction”, as defined in
with these rules, the part of the distribution that constitutes         Section 4975 of the Internal Revenue Code, your account
a return of your contributions will not be included in your             could lose its tax-favored status. Examples of prohibited
taxable income, and the portion that represents earnings                transactions are:
will be includable in your income. For this purpose, certain            a. the sale, exchange, or leasing of any property between
ordering rules apply. Amounts distributed to you are treated
                                                                            you and your account;
as coming first from your non-deductible contributions.
The next portion of a distribution is treated as coming from            b. the lending of money or other extensions of credit
amounts which have been rolled over (converted) from                        between you and your account;
any non-Roth IRAs in the order such amounts were rolled                 c. the furnishing of goods, services, or facilities between
over. Any remaining amounts (including all earnings) are                    you and your account.
distributed last. Any portion of your distribution which does
not meet the criteria for exclusion from gross income may               15. What if I Pledge My Account?
also be subject to a 10% penalty tax.                                   If you use (pledge) all or part of your Roth IRA as security
Note that to the extent a distribution would be taxable to              for a loan, your account may lose its tax-favored status.
you, neither you nor anyone else can qualify for capital                16. How Are Contributions to a Roth IRA Reported for Federal Tax
gains treatment for amounts distributed from your account.                  Purposes?
Similarly, you are not entitled to the special five- or ten-            You must file Form 5329 with the IRS to report and remit any
year averaging rule for lump-sum distributions that may be              penalties or excise taxes. In addition, certain contribution
available to persons receiving distributions from certain other         and distribution information must be reported to the IRS
types of retirement plans. Rather, the taxable portion of any           on Form 8606 (as an attachment to your federal income tax
distribution is taxed to you as ordinary income. Your Roth              return.)
IRA is not subject to taxes on excess distributions or on excess
amounts remaining in your account as of your date of death.             17. How Are Earnings on My Account Calculated and Allocated?
You must indicate on distribution requests whether or not               The method of investing earnings is set forth in the Roth
federal income taxes should be withheld on the taxable                  Individual Retirement Account Custodial Agreement. The
portion (if any) of a distribution from a Roth IRA. Redemption          growth in value of your IRA is neither guaranteed nor
requests not indicating an election not to have federal income          projected.
tax withheld will be subject to withholding with respect to             18. Is There Anything Else I Should Know?
the taxable portion (if any) of a distribution.
                                                                        Your Roth Individual Retirement Account Plan has been
                                                                        approved as to form by the Internal Revenue Service. The
                                                                   15
Internal Revenue Service approval is a determination only as            Article IV
to the form of the Plan and does not represent a determination          1. No part of the custodial account funds may be invested
of the merits of the Plan as adopted by you. You may obtain                  in life insurance contracts, nor may the assets of the
further information with respect to your Roth Individual                     custodial account be commingled with other property
Retirement Account from any district office of the Internal                  except in a common trust fund or common investment
Revenue Service. The statute provides that Roth IRAs are to                  fund (within the meaning of Section 408(a)(5)).
be treated the same as Traditional IRAs for most purposes.              2. No part of the custodial account funds may be invested
As the IRS clarifies its interpretation of the statute, revised              in collectibles (within the meaning of Section 408(m))
or updated information will be provided.                                     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,
  Roth Individual Retirement Custodial Account                               and certain bullion.
The following constitutes an agreement establishing a Roth              Article V
IRA (under Section 408A of the Internal Revenue Code)
                                                                        1. If the depositor dies before his or her entire interest is
between the depositor and the Custodian.
                                                                             distributed to him or her and the depositor’s surviving
Article I                                                                    spouse is not the designated beneficiary, the remaining
Except in the case of a rollover contribution described in                   interest will be distributed in accordance with (a) below
Section 408A(e), a recharacterized contribution described                    or, if elected or there is no designated beneficiary, in
in Section 408A(d)(6), or an IRA Conversion Contribution,                    accordance with (b) below:
the Custodian will accept only cash contributions up to                     a. The remaining interest will be distributed, starting by
$4,000 for tax years 2005 through 2007 and $5,000 for                          the end of the calendar year following the year of the
2008 and thereafter. For individuals who have reached the                      depositor’s death, over the designated beneficiary’s
age of 50 before the close of the tax year, the contribution                   remaining life expectancy as determined in the year
limit is increased to $4,500 for 2005, $5,000 for 2006 and                     following the death of the depositor;
2007, and $6,000 for 2008 and thereafter. For tax years
                                                                            b. The remaining interest will be distributed by the end
after 2008, the above limits will be increased to reflect a
                                                                               of the calendar year containing the fifth anniversary
cost-of-living adjustment, if any.
                                                                               of the depositor’s death.
Article II                                                              2. The minimum amount that must be distributed each year
1. The annual contribution limit described in Article I is                 under paragraph 1(a) above is the account value at the close
     gradually reduced to $0 for higher income levels. For                 of business on December 31 of the preceding year divided
     a single depositor, the annual contribution is phased                 by the life expectancy (in the single life table in Regulations
     out between adjusted gross income (AGI) of $95,000                    Section 1.401(a)(9)-9) of the designated beneficiary using
     and $110,000; for a married depositor filing jointly,                 the attained age of the beneficiary in the year following the
     between AGI of $150,000 and $160,000; and for a                       year of the depositor’s death and subtracting 1.0 from the
     married depositor filing separately, between AGI of $0                divisor for each subsequent year.
     and $10,000. In the case of a conversion, the Custodian            3. If the depositor’s surviving spouse is the designated beneficiary,
     will not accept IRA Conversion Contributions in a tax                 such spouse will then be treated as the depositor.
     year if the depositor’s AGI for the tax year the funds
     were distributed from the other IRA exceeds $100,000               Article VI
     or if the depositor is married and files a separate return.        1. 1. The depositor agrees to provide the Custodian with all
     Adjusted gross income is defined in Section 408A(c)(3)                  information necessary to prepare any reports required by
     and does not include IRA Conversion Contributions.                      Sections 408(i) and 408A(d)(3)(E), Regulations Sections
2. In the case of a joint return, the AGI limits in the                      1.408-5 and 1.408-6, or other guidance published by
   preceding paragraph apply to the combined AGI of the                      the Internal Revenue Service (IRS).
   depositor and his or her spouse.                                     2. The Custodian agrees to submit to the IRS and depositor
                                                                             the reports prescribed by the IRS.
Article III
The depositor’s interest in the balance in the custodial                Article VII
account is non-forfeitable.                                             Notwithstanding any other articles which may be added or
                                                                        incorporated, the provisions of Articles I through IV and

                                                                   16
this sentence will be controlling. Any additional articles                     Company Shares held in the custodial account
inconsistent with Section 408A, the related regulations, and                   received by the Custodian. By establishing or having
other published guidance will be invalid.                                      established the custodial account, the depositor
                                                                               affirmatively directs the Custodian to vote any
Article VIII                                                                   Investment Company Shares held on the applicable
This agreement will be amended as necessary to comply                          record date that have not been voted by the depositor
with the provisions of the Code, the related regulations, and                  prior to a shareholder meeting for which prior
other published guidance. Other amendments may be made                         notice has been given. The Custodian shall vote
with the consent of the persons whose signatures appear                        with the management of the Investment Company
below.                                                                         on each proposal that the Investment Company’s
                                                                               Board of Directors has approved unanimously. If the
Article IX
                                                                               Investment Company’s Board of Directors has not
1. Investment of Account Assets
                                                                               approved a proposal unanimously, the Custodian
     a. All contributions to the custodial account shall be                    shall vote in proportion to all shares voted by the
          invested in the shares of the Keystone Mutual Funds
                                                                               Investment Company’s shareholders.
          or, if available, any other series of Keystone Mutual
          Funds or other regulated investment companies for               f.   The depositor may, at any time, by written notice to
          which Cornerstone Capital Management, Inc. serves                    the Custodian, redeem any number of shares held in
          as Investment Advisor or designates as being eligible                the custodial account and reinvest the proceeds in
          for investment. Shares of stock of an Investment                     the shares of any other Investment Company. Such
          Company shall be referred to as “Investment                          redemptions and reinvestments shall be done at the
          Company Shares”. To the extent that two or more                      price and in the manner such shares are then being
          funds are available for investment, contributions                    redeemed or offered by the respective Investment
          shall be invested in accordance with the depositor’s
                                                                               Companies.
          investment election.
                                                                       2. Amendment and Termination
    b. Each contribution to the custodial account shall
                                                                          a. The Custodian may amend the custodial account
       identify the depositor’s account number and be
                                                                             (including retroactive amendments) by delivering
       accompanied by a signed statement directing the
                                                                             to the depositor written notice of such amendment
       investment of that contribution. The Custodian may                    setting forth the substance and effective date of the
       return to the depositor, without liability for interest               amendment. The depositor shall be deemed to have
       thereon, any contribution which is not accompanied                    consented to any such amendment not objected to
       by adequate account identification or an appropriate                  in writing by the depositor within thirty (30) days of
       signed statement directing investment of that                         receipt of the notice, provided that no amendment
       contribution.                                                         shall cause or permit any part of the assets of the
                                                                             custodial account to be diverted to purposes other
    c. Contributions shall be invested in whole and
                                                                             than for the exclusive benefit of the depositor or his
       fractional Investment Company Shares at the price
                                                                             or her beneficiaries.
       and in the manner such shares are offered to the
       public. All distributions received on Investment                   b. The depositor may terminate the custodial account
       Company Shares held in the custodial account shall                    at any time by delivering to the Custodian a written
       be reinvested in like shares. If any distribution of                  notice of such termination.
       Investment Company Shares may be received in                       c. The custodial account shall automatically terminate
       additional like shares or in cash or other property,                  upon distribution to the depositor or his or her
       the Custodian shall elect to receive such distribution                beneficiaries of its entire balance.
       in additional like Investment Company Shares.
                                                                       3. Taxes and Custodial Fees
    d. All Investment Company Shares acquired by the                   Any income taxes or other taxes levied or assessed upon or
       Custodian shall be registered in the name of the                in respect of the assets or income of the custodial account
       Custodian or its nominee. The depositor shall be the            and any transfer taxes incurred shall be paid from the
       beneficial owner of all Investment Company Shares               custodial account. All administrative expenses incurred by
       held in the custodial account.                                  the Custodian in the performance of its duties, including
                                                                       fees for legal services rendered to the Custodian, and the
    e. The Custodian agrees to forward to the depositor
                                                                       Custodian’s compensation shall be paid from the custodial
       each prospectus, report, notice, proxy and related              account, unless otherwise paid by the depositor or his or her
       proxy soliciting materials applicable to Investment             beneficiaries.

                                                                  17
The Custodian’s fees are set forth in Section 3 of the General         8. Conflict in Provisions
Information section at the beginning of this booklet.
                                                                       To the extent that any provisions of this Article IX shall
Extraordinary charges resulting from unusual administrative
                                                                       conflict with the provisions of Articles V, VI and/or VIII, the
responsibilities not contemplated by the schedule will
be subject to such additional charges as will reasonably               provisions of this Article IX shall govern.
compensate the Custodian. Fees will be charged for any                 9. Applicable State Law
liquidation including transferring to a successor trustee or
                                                                       This custodial account shall be construed, administered and
custodian. The fee will be taken from the remaining balance
of the account in the event of a partial liquidation. The              enforced according to the laws of the State of Wisconsin.
fee will be taken from the proceeds in the event of a total            10. Resignation or Removal of Custodian
liquidation and the balance of the account will be forwarded
                                                                       The Custodian may resign at any time upon thirty (30)
in accordance with the depositor’s instructions.
                                                                       days notice in writing to the Investment Company. Upon
4. Reports and Notices                                                 such resignation, the Investment Company shall notify the
   a. The Custodian shall keep adequate records of                     depositor, and shall appoint a successor custodian under this
      transactions it is required to perform hereunder.                Agreement. The depositor or the Investment Company at
      After the close of each calendar year, the Custodian             any time may remove the Custodian upon 30 days written
      shall provide to the depositor or his or her legal               notice to that effect in a form acceptable to and filed with
      representative a written report or reports reflecting            the custodian. Such notice must include designation of a
      the transactions effected by it during such year and             successor custodian. The successor custodian shall satisfy
      the assets and liabilities of the custodial account at           the requirements of Section 408(h) of the Code. Upon receipt
      the close of the year.                                           by the Custodian of written acceptance of such appointment
    b. All communications or notices shall be deemed to be             by the successor custodian, the Custodian shall transfer and
       given upon receipt by the Custodian at: U.S. Bank               pay over to such successor the assets of and records relating
       NA, P.O. Box 701, Milwaukee, Wisconsin 53201-                   to the custodial account. The Custodian is authorized,
       0701 or the depositor at his most recent address                however, to reserve such sum of money as it may deem
       shown in the Custodian’s records. The depositor                 advisable for payment of all its fees, compensation, costs and
       agrees to advise the Custodian promptly, in writing,            expenses, or for payment of any other liability constituting
       of any change of address.                                       a charge on or against the assets of the custodial account
                                                                       or on or against the Custodian, and where necessary may
5. Designation of Beneficiary                                          liquidate shares in the custodial account for such payments.
The depositor may designate a beneficiary or beneficiaries             Any balance of such reserve remaining after the payment of
to receive benefits from the custodial account in the event            all such items shall be paid over to the successor custodian.
of the depositor’s death. In the event the depositor has               The Custodian shall not be liable for the acts or omissions
not designated a beneficiary, or if all beneficiaries shall            of any predecessor or successor custodian or trustee.
predecease the depositor, the following persons shall take in          11. Limitation on Custodian Responsibility
the order named:
                                                                       The Custodian will not under any circumstances be responsible
    a. The spouse of the depositor;                                    for the timing, purpose or propriety of any contribution or
    b. If the spouse shall predecease the depositor or if              of any distribution made hereunder, nor shall the Custodian
       the depositor does not have a spouse, then to the               incur any liability or responsibility for any tax imposed on
       depositor’s estate.                                             account of any such contribution or distribution. Further,
6. Inalienability of Benefits                                          the Custodian shall not incur any liability or responsibility
                                                                       in taking or omitting to take any action based on any notice,
The benefits provided under this custodial account shall not be        election, or instruction or any written instrument believed
subject to alienation, assignment, garnishment, attachment,            by the Custodian to be genuine and to have been properly
execution or levy of any kind and any attempt to cause such            executed. The Custodian shall be under no duty of inquiry
benefits to be so subjected shall not be recognized except to          with respect to any such notice, election, instruction, or
the extent as may be required by law.                                  written instrument, but in its discretion may request any
7. Rollover Contributions and Transfers                                tax waivers, proof of signatures or other evidence which it
                                                                       reasonably deems necessary for its protection. The depositor
Subject to the restrictions in Article I, the Custodian shall
                                                                       and the successors of the depositor including any executor or
have the right to receive rollover contributions and to
                                                                       administrator of the depositor shall, to the extent permitted
receive direct transfers from other Custodians or trustees.
                                                                       by law, indemnify the Custodian and its successors and
All contributions must be made by check or wire (no cash).
                                                                  18
assigns against any and all claims, actions or liabilities of the        beneficiary who is a member of his or her family so long as the
Custodian to the depositor or the successors or beneficiaries            recipient has not attained age 30.
of the depositor whatsoever (including without limitation                The term “Member of the Family” shall have the meaning
all reasonable expenses incurred in defending against or                 prescribed by Code Section 529(e)(2), and shall mean any
settlement of such claims, actions or liabilities) which may             individual who bears one of the following relationships to the
arise in connection with this Agreement or the custodial                 beneficiary:
account, except those due to the Custodian’s own bad faith,
gross negligence or willful misconduct. The Custodian shall                  a. the father or mother of the beneficiary, or an ancestor
not be under any duty to take any action not specified in                       of either;
this Agreement, unless the depositor shall furnish it with                   b. a son or daughter of the beneficiary, or a descendent
instructions in proper form and such instructions shall have                    of either;
been specifically agreed to by the Custodian, or to defend
                                                                             c. a brother, sister, stepbrother or stepsister of the
or engage in any suit with respect hereto unless it shall have
                                                                                beneficiary;
first agreed in writing to do so and shall have been fully
indemnified to its satisfaction.                                             d. a stepfather or stepmother of the beneficiary;
                                                                             e. a stepson or stepdaughter of the beneficiary;
  Disclosure Statement for Coverdell Education
                                                                             f.   a son or daughter of the brother or sister of the
  Savings Accounts                                                                beneficiary;
1. Who is Eligible for a Coverdell Education Savings Account?                g. a brother or sister of the father or mother of the
Anyone may contribute to a Coverdell Education Savings                          beneficiary;
Account regardless of his or her relationship to the beneficiary.            h. a son-in-law, daughter-in-law, father-in-law,
The beneficiary of a Coverdell Education Savings Account                        mother-in-law, brother-in-law or sister-in-law of the
must be under age 18 at the time a contribution is made to                      beneficiary; or
a Coverdell Education Savings Account on his or her behalf,
                                                                             i.   the spouse of any of the individuals described in
unless the beneficiary is a “Special Needs” beneficiary as
                                                                                  sections (a) through (h) above; or of the beneficiary;
discussed later. A Coverdell Education Savings Account
                                                                                  or
may also be established to receive rollover contributions
or transfers from another Coverdell Education Savings                        j.   the first cousin of the beneficiary.
Account.
                                                                         3. How Much May I Contribute to a Coverdell Education Savings
Coverdell Education Savings Accounts are subject to                          Account?
limitations based on the status of the contributor as well as            The maximum contribution that can be made to all
the status of the beneficiary. For purposes of this discussion,          Coverdell Education Savings Account that cover a
except as noted, the term “beneficiary” is used to refer to an           particular beneficiary may not exceed $2,000. It is the
individual whose education is to be financed, in part or in              joint responsibility of the contributor and the beneficiary
whole, through a Coverdell Education Savings Account.                    to verify that excess contributions are not made on behalf
                                                                         of a particular beneficiary. Qualifying rollover contributions
                                                                         and transfers are not subject to these limitations. Note that
2. When Can I Make Contributions to a Coverdell Education
   Savings Account?                                                      special rules apply to contributions to Coverdell Education
                                                                         Savings Accounts for purposes of gift and estate taxes.
You may make contributions for the prior tax year until April
15th of the following year.                                              In addition, if your adjusted gross income (or combined
                                                                         income if you file a joint tax return) as modified below exceeds
You may make contributions to a Coverdell Education Savings              certain limits, you are not eligible to make a contribution to
Account for the tax year regardless of your age; however,                a Coverdell Education Savings Account. For this purpose
you may not make a contribution to a Coverdell Education                 your adjusted gross income is increased by amounts excluded
Savings Account after the beneficiary attains age 18, unless the         under Section 911 (certain exclusions applicable to U.S.
beneficiary is a “Special Needs” beneficiary. A “Special Needs”          citizens or residents living abroad), Section 931 (certain
beneficiary is one who needs additional time to complete his/            exclusions applicable to U.S. citizens or residents living in
her education due to physical, mental or emotional limitations.          Guam, American Samoa, or the Northern Mariana Islands),
In addition, as discussed below, a beneficiary may roll over             and Section 933 (certain exclusions applicable to U.S. citizens
contributions to another Coverdell Education Savings Account             and residents living in Puerto Rico) of the Code.
until he or she attains age 30. A beneficiary may also roll over         The amount you may contribute to a Coverdell Education
his or her Coverdell Education Savings Account to a new                  Savings Account for a particular beneficiary is reduced
                                                                    19
proportionately for adjusted gross income (as modified                 Contributions that exceed the allowable maximum for federal
above) which exceeds the applicable dollar amount. The                 income tax purposes are treated as excess contributions.
applicable dollar limit is $110,000 for an individual, a               A nondeductible penalty tax of 6% of the excess amount
married individual filing a separate tax return or a head of           contributed must be paid for each year in which the excess
household and for a married individual filing a joint tax              contribution remains in the beneficiary’s account.
return this limit is increased to $220,000. If your adjusted
gross income as modified above exceeds the applicable                  6. How Do I Correct an Excess Contribution?
dollar amount by $15,000 or less ($30,000 or less in the               If a contribution in excess of the allowable maximum is
case of a married individual filing jointly), you may make             made, it may be corrected to avoid the 6% penalty tax for
a contribution to a Coverdell Education Savings Account.               that year by withdrawing the excess contribution and its
The amount you may contribute, however, will be less than              earnings on or before the date, including extensions, for
$2,000.                                                                filing the tax return for the beneficiary’s tax year for which
To determine the amount you may contribute to a Coverdell              the contribution was made. An excess contribution may
Education Savings Account, use the following calculations:             be corrected by June 1st of the taxable year following the
                                                                       taxable year in which the excess contribution was made.
Step 1 Subtract the applicable dollar amount from your                 Any earnings on the withdrawn excess contribution will be
       adjusted gross income as modified above. If the                 taxable in the year the excess contribution was made and
       result is $15,000 or more ($30,000 or more in the               will be subject to a 10% tax penalty.
       case of a married individual filing jointly), you may
       not make a contribution to a Coverdell Education                7. What Forms of Distribution Are Available from a Coverdell
       Savings Account.                                                   Education Savings Account?

Step 2 Divide the above figure by $15,000 ($30,000 in                  Distributions may be made as a lump sum of the entire
       the case of a married individual filing jointly), and           account, or distributions of a portion of the account may be
       multiply that percentage by $2,000.                             made as requested.

Step 3 Subtract the dollar amount (result from (2) above)              8. When Must Distributions from a Coverdell Education Savings
       from $2,000 to determine the amount that you                       Account Begin?
       may contribute to a Coverdell Education Savings                 Distribution of a Coverdell Education Savings Account must
       Account.                                                        be made (or otherwise will be deemed made) no later than 30
In addition to the limitations described above, the $2,000 may         days from the earlier of the beneficiary’s death or attainment
be reduced by other amounts contributed to an individual               of age 30. A distribution from a Coverdell Education Savings
retirement plan for the benefit of a particular beneficiary,           Account may be rolled over to another beneficiary’s Coverdell
but is not affected by the adjusted gross income of the                Education Savings Account according to the requirements
beneficiary. If the beneficiary of the Coverdell Education             of Section (4). Note that the Economic Growth and Tax
Savings Account also maintains a Traditional or Roth IRA,              Relief Reconciliation Act of 2001 waives the distribution
his or her overall contributions to other individual retirement        age limitation if the beneficiary of the Coverdell Education
plans may be limited. Please contact your tax advisor for              Savings Account is a “Special Needs” student.
more information.
                                                                       9. Are There Distribution Rules That Apply After Death?
4. Can I Roll Over or Transfer Amounts from Another Coverdell
    Education Savings Account?                                         Special rules apply in the case of the divorce or death of
                                                                       a beneficiary of a Coverdell Education Savings Account.
Amounts may be “rolled over” from one Coverdell
                                                                       In particular, any balances to the credit of a beneficiary
Education Savings Account to another Coverdell Education
                                                                       must, within 30 days of death, be either: (i) rolled over to
Savings Account benefiting the same beneficiary. In addition,
                                                                       another beneficiary’s Coverdell Education Savings Account
amounts may be rolled over without any tax liability to
                                                                       according to the requirements of Section (4) (in which case
benefit a member of the family, as defined in paragraph 2,
                                                                       the distribution will not be subject to tax) or (ii) distributed
of the beneficiary, provided that they have not attained age
                                                                       to a death beneficiary or the beneficiary’s estate (in which
30 at the time of the rollover. Rollovers between Coverdell
                                                                       case the distribution will be subject to tax).
Education Savings Accounts may be made once per year and
must be accomplished within 60 days after the distribution.            10. How Are Distributions from a Coverdell Education Savings
529 Plans cannot be transferred or rolled over into a                      Account Taxed For Federal Income Tax Purposes?
Coverdell Education Savings Account.                                   Amounts distributed are generally excludable from gross
5. What if I Make an Excess Contribution?                              income if they do not exceed the beneficiary’s “qualified

                                                                  20
higher education expenses” for the year or are rolled over              12. What if the Coverdell Education Savings Account is Pledged?
to another Coverdell Education Savings Account according                If all or part of the Coverdell Education Savings Account
to the requirements of Section (4). “Qualified higher                   is pledged as security for a loan, rules similar to those that
education expenses” generally include the cost of tuition,              apply to Traditional IRAs will apply. In general, those rules
fees, books, supplies, and equipment for enrollment at (i)              provide that the amount pledged is treated as distributed.
accredited post-secondary educational institutions offering
credit toward a bachelor’s degree, an associate’s degree, a             13. How Are Contributions to a Coverdell Education Savings Account
graduate-level or professional degree or another recognized                 Reported for Federal Tax Purposes?
post-secondary credential and (ii) certain vocational                   Contributions to a Coverdell Education Savings Account
schools. In addition, room and board may be covered if the              are reported on IRS Form 5498-ESA.
beneficiary is at least a “half-time” student. This amount
may be reduced or eliminated by certain scholarships,                   14. How Are Earnings on a Coverdell Education Savings Account
qualified state tuition programs, HOPE, Lifetime Learning                   Calculated and Allocated?
tax credits, proceeds of certain savings bonds, and other               The method of investing annual earnings is set forth in the
amounts paid on the beneficiary’s behalf as well as by any              Coverdell Education Savings Custodial Account Agreement.
other deductions or credits taken for the same expenses.                The growth in value of the IRA is neither guaranteed nor
The definition of “qualified education expenses” includes               projected.
expenses more frequently and directly related to elementary
and secondary school education, including the purchase of               15. Is There Anything Else I Should Know?
computer technology or equipment or Internet access and                 As the IRS clarifies its interpretation of the Coverdell
related services.                                                       Education Savings Account provisions of the Code, revised
To the extent payments during the year exceed such amounts,             or updated information will be provided to you.
they are partially taxable and partially non-taxable similar
to payments received from an annuity. Any taxable portion                 Coverdell Education Savings Custodial Account
of a distribution is generally subject to a 10% penalty tax in
addition to income tax unless the distribution is (i) due to the        The following constitutes an agreement establishing a
death or disability of the beneficiary, (ii) made on account of         Coverdell Education Savings custodial account (under
a scholarship received by the beneficiary, or (iii) is made in          Section 530 of the Internal Revenue Code) between the
a year in which the beneficiary elects the HOPE or Lifetime             depositor and the Custodian.
Learning credit and waives the exclusion from income of
the Coverdell Education Savings Account distribution.                   Article I
You may be allowed to take both the HOPE or Lifetime                    The Custodian may accept additional cash contributions
Learning credits while simultaneously taking distributions              provided the designated beneficiary has not attained the age of
from Coverdell Education Savings Accounts. However, you                 18 as of the date such contributions are made. Contributions by
cannot claim a credit for the same educational expenses                 an individual contributor may be made for the tax year of the
paid for through Coverdell Education Savings Account                    designated beneficiary by the due date of the beneficiary’s tax
distributions.                                                          return for that year (excluding extensions). Total contributions
To the extent a distribution is taxable, capital gains treatment        that are not rollover contributions described in Section 530(d)
does not apply to amounts distributed from the account.                 (5) are limited to $2,000 for the tax year. In the case of an
Similarly, the special five- and ten-year averaging rules for           individual contributor, the $2,000 limitation for any year is
lump-sum distributions do not apply to distributions from a             phased out between modified adjusted gross income (AGI) of
Coverdell Education Savings Account. The taxable portion                $95,000 and $110,000. For married individuals filing jointly,
of any distribution is taxed as ordinary income.                        the phase-out occurs between modified AGI of $190,000 and
                                                                        $220,000. Modified AGI is defined in Section 530(c)(2).
The IRS does not require withholding on distributions from
Coverdell Education Savings Accounts.                                   Article II
11. What if a Prohibited Transaction Occurs?                            No part of the custodial account funds may be invested in
                                                                        life insurance contracts, nor may the assets of the custodial
If a “prohibited transaction”, as defined in Section 4975 of
                                                                        account be commingled with other property except in a
the Internal Revenue Code, occurs, the Coverdell Education
                                                                        common trust fund or a common investment fund (within
Savings Account could be disqualified. Rules similar to those
                                                                        the meaning of Section 530(b)(1)(D)).
that apply to Traditional IRAs will apply.

                                                                   21
Article III                                                           The responsible individual shall continue to serve as the
1. Any balance to the credit of the designated beneficiary            responsible individual for the custodial account after the
   on the date on which he or she attains age 30 shall be             designated beneficiary attains the age of majority under state
   distributed to him or her within 30 days of such date.             law and until such time as all assets have been distributed from
                                                                      the custodial account and the custodial account terminates.
2. Any balance to the credit of the designated beneficiary            If the responsible individual becomes incapacitated or dies
   shall be distributed within 30 days of his or her death            after the designated beneficiary reaches the age of majority
   unless the designated death beneficiary is a family member         under state law, the responsible individual shall be the
   of the designated beneficiary and is under the age of 30 on        designated beneficiary.
   the date of death. In such case, that family member shall
   become the designated beneficiary as of the date of death.         Article VI

Article IV                                                            The responsible individual ❏ may or ❏ may not change the
                                                                      beneficiary designated under this agreement to another
The depositor shall have the power to direct the Custodian            member of the designated beneficiary’s family described
regarding the investment of the above-listed amount
                                                                      in Section 529(e)(2) in accordance with the Custodian’s
assigned to the custodial account (including earnings
                                                                      procedures.
thereon) in the investment choices offered by the Custodian.
The responsible individual, however, shall have the power             Article VII
to redirect the Custodian regarding the investment of such
amounts, as well as the power to direct the Custodian                 1. The depositor agrees to provide the Custodian with all
regarding the investment of all additional contributions                 information necessary to prepare any reports required
(including earnings thereon) to the custodial account. In                by Section 530(h).
the event that the responsible individual does not direct             2. The Custodian agrees to submit reports to the Internal
the Custodian regarding the investment of additional
                                                                         Revenue Service (IRS) and responsible individual the
contributions (including earnings thereon), the initial
                                                                         reports prescribed by the IRS.
investment direction of the depositor also will govern all
additional contributions made to the custodial account until          Article VIII
such time as the responsible individual otherwise directs the
Custodian. Unless otherwise provided in this agreement, the           Notwithstanding any other articles which may be added or
responsible individual also shall have the power to direct the        incorporated, the provisions of Articles I through III will be
Custodian regarding the administration, management, and               controlling. Any additional articles inconsistent with Section
distribution of the account.                                          530 and related regulations will be invalid.

Article V                                                             Article IX
The “responsible individual” named by the depositor                   This agreement will be amended as necessary to comply with
shall be a parent or guardian of the designated beneficiary.          the provisions of the Code and related regulations. Other
The custodial account shall have only one responsible                 amendments may be made with the consent of the depositor
individual at any time. If the responsible individual becomes         and the Custodian whose signatures appear below.
incapacitated or dies while the designated beneficiary is a           Article X
minor under state law, the successor responsible individual
                                                                      1. Investment of Account Assets
shall be the person named to succeed in that capacity by
the preceding responsible individual in a witnessed writing               a. All contributions to the custodial account shall be
or, if no successor is so named, the successor responsible                   invested in the shares of the Keystone Mutual Funds
individual shall be the designated beneficiary’s other parent                or, if available, any other series of Keystone Mutual
or successor guardian. Unless otherwise directed by checking                 Funds or other regulated investment companies for
the option below, at the time that the designated beneficiary                which Cornerstone Capital Management, Inc. serves as
attains the age of majority under state law, the designated                  Investment Advisor or designates as being eligible for
beneficiary becomes the responsible individual. If a family                  investment. Shares of stock of an Investment Company
member under the age of majority under state law becomes                     shall be referred to as “Investment Company Shares”.
the designated beneficiary by reason of being a named                        To the extent that two or more funds are available
death beneficiary, the responsible individual shall be such                  for investment, contributions shall be invested in
designated beneficiary’s parent or guardian.                                 accordance with the depositor’s investment election.
                                                                          b. Each contribution to the custodial account shall identify
 Option (This provision is effective only if checked):                      the designated beneficiary’s account number and shall

                                                                 22
     be accompanied by a signed statement directing the              2. Amendment and Termination
     investment of that contribution into the designated                  a. The Custodian may amend the custodial account
     beneficiary’s account. The Custodian may return to                      (including retroactive amendments) by delivering
     the contributor, without liability for interest thereon,                to the responsible individual written notice of
     any contribution which is not accompanied by such                       such amendment setting forth the substance and
     information and such appropriate signed statement                       effective date of the amendment. The responsible
     directing investment of that contribution.                              individual shall be deemed to have consented to
c. Contributions shall be invested in whole and                              any such amendment not objected to in writing by
   fractional Investment Company Shares at the price                         the responsible individual within thirty (30) days of
   and in the manner such shares are offered to the                          receipt of the notice, provided that no amendment
   public. All distributions received on Investment                          shall cause or permit any part of the assets of the
   Company Shares held in the custodial account shall                        custodial account to be diverted to purposes other
   be reinvested in like shares. If any distribution of                      than for the exclusive benefit of the designated
   Investment Company Shares may be received in                              beneficiary.
   additional like shares or in cash, the Custodian shall                 b. The responsible individual may terminate the
   elect to receive such distribution in additional like                     custodial account at any time by delivering to the
   Investment Company Shares.                                                Custodian a written notice of such termination.
d. All Investment Company Shares acquired by the                          c. The custodial account shall automatically terminate
   Custodian shall be registered in the name of the                          upon distribution to the designated beneficiary or
   Custodian or its nominee. The designated beneficiary                      his or her estate of its entire balance.
   shall be the beneficial owner of all Investment
   Company Shares held in the custodial account.                     3.      Taxes and Custodial Fees

e. The Custodian agrees to forward to the depositor                  Any income taxes or other taxes levied or assessed upon or
   each prospectus, report, notice, proxy and related                in respect of the assets or income of the custodial account
   proxy soliciting materials applicable to Investment               and any transfer taxes incurred shall be paid from the
   Company Shares held in the custodial account                      custodial account. All administrative expenses incurred by
   received by the Custodian. By establishing or having              the Custodian in the performance of its duties, including
   established the custodial account, the depositor                  fees for legal services rendered to the Custodian, and the
   affirmatively directs the Custodian to vote any                   Custodian’s compensation shall be paid from the custodial
   Investment Company Shares held on the applicable                  account, unless otherwise paid by the beneficiary or his or
   record date that have not been voted by the depositor             her estate.
   prior to a shareholder meeting for which prior notice
   has been given. The Custodian shall vote with the                 The Custodian’s fees are set forth in Section 3 of the General
   management of the Investment Company on each                      Information section at the beginning of this booklet.
   proposal that the Investment Company’s Board                      Extraordinary charges resulting from unusual administrative
   of Directors has approved unanimously. If the                     responsibilities not contemplated by the schedule will be subject
   Investment Company’s Board of Directors has not                   to such additional charges as will reasonably compensate the
   approved a proposal unanimously, the Custodian                    Custodian. Fees will be charged for any liquidation including
   shall vote in proportion to all shares voted by the               transferring to a successor trustee or Custodian. The fee will
   Investment Company’s shareholders.                                be taken from the remaining balance of the account in the
f.   The responsible individual may, at any time, by                 event of a partial liquidation. The fee will be taken from the
     written notice to the Custodian, redeem any number              proceeds in the event of a total liquidation and the balance
     of shares held in the custodial account and reinvest            of the account will be forwarded in accordance with the
     the proceeds in the shares of any other Investment              depositor’s instructions.
     Company. Such redemptions and reinvestments shall
     be done at the price and in the manner such shares              4. Reports and Notices
     are then being redeemed or offered by the respective
                                                                          a. The Custodian shall keep adequate records of
     Investment Companies.
                                                                             transactions it is required to perform hereunder. After
g. To the extent a responsible individual for the                            the close of each calendar year, the Custodian shall
   designated beneficiary makes or has power to make                         provide to the responsible individual a written report
   decisions as to the investment of the designated                          or reports reflecting the transactions effected by it
   beneficiary’s account, that party acknowledges that                       during such year and the assets and liabilities of the
   such decisions are binding and non-voidable.                              custodial account at the close of the year.

                                                                23
    a. All communications or notices shall be deemed to be                  by the Custodian of written acceptance of such appointment
       given upon receipt by the Custodian at: U.S. Bank NA,                by the successor custodian, the Custodian shall transfer and
       P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or                     pay over to such successor the assets of and records relating
       the responsible individual at his most recent address                to the custodial account. The Custodian is authorized,
       shown in the Custodian’s records. The responsible                    however, to reserve such sum of money as it may deem
       individual agrees to advise the Custodian promptly,                  advisable for payment of all its fees, compensation, costs and
       in writing, of any change of address.                                expenses, or for payment of any other liability constituting
                                                                            a charge on or against the assets of the custodial account
5. Monitoring of Contribution Limitations Information                       or on or against the Custodian, and where necessary may
The Custodian shall not be responsible for monitoring the                   liquidate shares in the custodial account for such payments.
amount of contributions made to the designated beneficiary’s                Any balance of such reserve remaining after the payment of
account or the income levels of any depositor or contributor                all such items shall be paid over to the successor custodian.
for purposes of assuring compliance with applicable state or                The Custodian shall not be liable for the acts or omissions
federal tax laws.                                                           of any predecessor or successor custodian or trustee.

6. Inalienability of Benefits                                               11. Limitation on Custodian Responsibility
The benefits provided under this custodial account shall                    The Custodian will not under any circumstances be responsible
not be subject to alienation, assignment, garnishment,                      for the timing, purpose or propriety of any contribution or
attachment, execution or levy of any kind and any attempt                   of any distribution made hereunder, nor shall the Custodian
to cause such benefits to be so subjected shall not be                      incur any liability or responsibility for any tax imposed on
recognized except to the extent as may be required by                       account of any such contribution or distribution. Further,
law. However, the responsible individual may change the                     the Custodian shall not incur any liability or responsibility
designated beneficiary under the agreement to another                       in taking or omitting to take any action based on any notice,
member of the designated beneficiary’s family described in                  election, or instruction or any written instrument believed
Internal Revenue Code Section 529(e)(2) in accordance with                  by the Custodian to be genuine and to have been properly
the Custodian’s procedures.                                                 executed. The Custodian shall be under no duty of inquiry
                                                                            with respect to any such notice, election, instruction, or
7. Rollover Contributions and Transfers                                     written instrument, but in its discretion may request any
The Custodian shall have the right to receive rollover contributions        tax waivers, proof of signatures or other evidence which it
and to receive direct transfers from other Custodians or trustees.          reasonably deems necessary for its protection. The depositor
All contributions must be made by check or wire (no cash).                  and the successors of the depositor including any executor or
                                                                            administrator of the depositor shall, to the extent permitted
8. Conflict in Provisions                                                   by law, indemnify the Custodian and its successors and
To the extent that any provisions of this Article X on the                  assigns against any and all claims, actions or liabilities of the
Coverdell Education Savings Account Application shall                       Custodian to the depositor or the successors or beneficiaries
conflict with the provisions of Articles IV through VII or                  of the depositor whatsoever (including without limitation
IX, the provisions of this Article X shall govern.                          all reasonable expenses incurred in defending against or
                                                                            settlement of such claims, actions or liabilities) which may
9. Applicable State Law                                                     arise in connection with this Agreement or the custodial
This custodial account shall be construed, administered and                 account, except those due to the Custodian’s own bad faith,
enforced according to the laws of the State of Wisconsin.                   gross negligence or willful misconduct. The Custodian shall
                                                                            not be under any duty to take any action not specified in
10. Resignation or Removal of Custodian                                     this Agreement, unless the depositor shall furnish it with
The Custodian may resign at any time upon thirty (30)                       instructions in proper form and such instructions shall have
days notice in writing to the Investment Company. Upon                      been specifically agreed to by the Custodian, or to defend
such resignation, the Investment Company shall notify the                   or engage in any suit with respect hereto unless it shall have
depositor, and shall appoint a successor custodian under this               first agreed in writing to do so and shall have been fully
Agreement. The depositor or the Investment Company at                       indemnified to its satisfaction.
any time may remove the Custodian upon 30 days written
notice to that effect in a form acceptable to and filed with
the Custodian. Such notice must include designation of a
successor custodian. The successor custodian shall satisfy
the requirements of Section 408(h) of the Code. Upon receipt
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