Exhibit 14 Form of Individual Retirement Account Plan ORBITEX GROUP OF FUNDS State Street Bank and Trust Company Individual Retirement Custodial Account Adoption Agreement I, the person signing this Adoption Agreement (hereinafter called the...

Exhibit 14

Form of Individual Retirement Account Plan

ORBITEX GROUP OF FUNDS

State Street Bank and Trust Company
Individual Retirement Custodial Account
Adoption Agreement

I, the person signing this Adoption Agreement (hereinafter called the
"Depositor"), establish an Individual Retirement Account (the "Account") with
State Street Bank and Trust Company as Custodian. I agree to the terms of my
Account, which are contained in the document entitled "State Street Bank and
Trust Company Individual Retirement Custodial Account" and this Adoption
Agreement. I certify the accuracy of the information in this Adoption Agreement.
My Account will be effective upon acceptance by State Street Bank and Trust
Company.

1. Depositor Information

[ ][ ][ ] - [ ][ ] - [ ][ ][ ][ ]
----------------------------------------------------------------- Social Security Number
Print Full Name

----------------------------------------------------------------- --------------------------------
Address Date of Birth
( )
----------------------------------------------------------------- --------------------------------
City State Zip Daytime Telephone No.

2. Type of Account

A. [ ] Accumulation IRA or [ ] Spousal IRA (A separate Adoption Agreement must be submitted for each IRA account.)

[ ] Current Contribution for the year 19_______. Check enclosed for $________________ payable to
"________________________." This contribution does not exceed the maximum permitted amount as described in the IRA
Disclosure Statement.

[ ] Transfer of existing IRA directly from current Custodian or Trustee. Check this box if the existing IRA is one to
which you made contributions (as opposed to an IRA you established by rolling over a distribution from an employer
plan). Complete the separate Transfer of IRA Assets Form.

B. [ ] Rollover IRA

The requirements for a valid rollover are complex. See the IRA Disclosure Statement for additional information and
consult your tax advisor for help if needed. Check enclosed for $ payable to " ."

[ ] Rollover of a qualifying rollover distribution to Depositor from an employer plan or 403(b) arrangement, or
rollover from an IRA which held assets distributed to Depositor from an employer plan or 403(b) arrangement and to
which Depositor made no direct contributions.

[ ] Rollover of assets distributed to Depositor from another IRA where the IRA contained amounts contributed directly
by the Depositor.

C. [ ] Direct Rollover

[ ] Direct rollover of an eligible distribution from a qualified plan.

[ ] Direct rollover of an eligible distribution from a 403(b) account or annuity.

Direct rollovers are described in the IRA Disclosure Statement. The plan administrator or 403(b) sponsor should make the
check payable to "------------------------------------------------------------------------."

D. [ ] SEP Provision - check here if the Depositor intends to use this Account in connection with a Simplified Employee
Pension Plan established by the Depositor's employer.

3. Investments
Invest contributions to my Account as follows: [Fund 1] %
---------
[Fund 2] %
---------
[Fund 3] %
---------
[Fund 4] %
---------
[etc.] 100%

I acknowledge that I have sole responsibility for my investment choices and that I have received a current prospectus for
each Fund I select. Please read the prospectus(es) of the Fund(s) selected before investing.

[Telephone Transfers Authorization]

4. Certifications and Signatures

In the case of a Rollover IRA or Direct Rollover IRA, Depositor certifies that the contribution does not include any employee
contributions to any qualified plan (other than accumulated deductible employee contributions) or 403(b) arrangement; that any
assets transferred in kind by Depositor are the same assets received by the Depositor in the distribution being rolled over; if
the distribution is from an IRA, that no rollover into such IRA has been made within the one-year period immediately preceding
this rollover; that such distribution was received within 60 days of making the rollover to the Account; and that no portion of
the amount rolled over is a required minimum distribution under the required distribution rules.

Depositor has received and read the "IRA Disclosure Statement" relating to this Account (including the Custodian's fee
schedule), the Custodial Account document, and the "Instructions" pertaining to this Adoption Agreement.

Depositor acknowledges receipt of the Custodial Account document and IRA Disclosure Statement at least 7 days before the date
inscribed below and acknowledges that Depositor has no further right of revocation.

----------------------------------------
Signature of Depositor

Date -----------------------------------

Custodian Acceptance. State Street Bank and Trust Company will accept appointment as Custodian of the Depositor's Account.
However, this Agreement is not binding upon the Custodian until the Depositor has received a statement of the transaction.
Receipt by the Depositor of a confirmation of the purchase of the Fund shares indicated above will serve as notification of
State Street Bank and Trust Company's acceptance of appointment as Custodian of the Depositor's Account.

STATE STREET BANK AND TRUST COMPANY, CUSTODIAN

By -------------------------------------

Date -----------------------------------

RETAIN A PHOTOCOPY OF THE COMPLETED ADOPTION AGREEMENT FOR YOUR RECORDS

ORBITEX GROUP OF FUNDS
State Street Bank and Trust Company Individual Retirement Custodial Account
Transfer of IRA Assets Form

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1. NAME AND ADDRESS OF DEPOSITOR

Name
--------------------------------------------------------------------------------------------------
Address
------------------------------------------------------------------------------------------------
Street City State Zip

Day Telephone No. ( ) Social Security No.
-------------------------------------- -------------------------

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2. INSTRUCTIONS TO PRESENT IRA CUSTODIAN OR TRUSTEE (Completed by Depositor)

Name of Custodian/Trustee
-----------------------------------------------------------------------------
Attn: Mr./Ms.
----------------------------------------------------------------------------------------
Address
-----------------------------------------------------------------------------------------------
Street City State Zip

Account no.
-----------------------------------------------

Please transfer assets of my present Individual Retirement Account to State Street Bank and Trust Company. All assets should
be transferred as cash according to the following instructions:

( ) Transfer the total amount in my account or ( ) Transfer $ and retain the balance.
--------------------

Make check payable to:
-------------------------------------

-------------------------------------

-------------------------------------
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3. INVESTMENT INSTRUCTIONS TO STATE STREET BANK AND TRUST COMPANY
(Depositor - check one box and complete if necessary)

( ) Invest the transferred amount in accordance with the investment instructions in the Adoption Agreement for my
State Street Bank and Trust Company Individual Retirement Custodial Account.

( ) Invest the transferred [Fund 1] %
amount as follows: ------------
[Fund 2] %
------------
[etc.] 100%

I acknowledge that I have sole responsibility for my investment choices and that I have received a current prospectus for each
Fund I select. Please read the prospectus(es) of the Fund(s) you select before investing.

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4. SIGNATURE OF DEPOSITOR

-------------------------------------------------------------- ---------------------------------------
Date Signature of Depositor

SIGNATURE GUARANTEE (only if required by current IRA Sponsor)

Signatured guaranteed by: ---------------------------------------------------------------------------
Name of Bank or Dealer Firm

---------------------------------------------------------------------------
Signature of Officer and Title

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5. ACCEPTANCE BY NEW CUSTODIAN (Completed by State Street Bank and Trust Company)

State Street Bank and Trust Company agrees to accept transfer of the above amount for deposit to the Depositor's State Street
Bank and Trust Company Individual Retirement Custodial Account, and requests the liquidation and transfer of assets as
indicated above.

----------------------------------------- By: ---------------------------------------------------------
Date

STATE STREET BANK INDIVIDUAL RETIREMENT ACCOUNT
DESIGNATION OF BENEFICIARY

Print Name of Depositor ________________________________________________________

As Depositor, I hereby make the following designation of beneficiary in
accordance with the State Street Bank and Trust Company Individual Retirement
Custodial Account:

In the event of my death, pay any interest I may have under my Account to the
following Primary Beneficiary or Beneficiaries that survive me. Make payment in
the proportions specified below (or in equal proportions if no different
proportions are specified). If any Primary Beneficiary predeceases me, his share
is to be divided among the Primary Beneficiaries who survive me in the relative
proportions assigned to each such surviving Primary Beneficiary.

Primary Beneficiary or Beneficiaries:

Propor-
Name Relationship Date of Birth Social Security Number tion

--------------------------------- --------------------- ---------------- -------------------------- -----------

If none of the Primary Beneficiaries survives me, pay any interest I may have
under my Account to the following Alternate Beneficiary or Beneficiaries that
survive me. Make payment in the proportions specified below (or in equal
proportions if no different proportions are specified). If any Alternate
Beneficiary predeceases me, his share is to be divided among the Alternate
Beneficiaries who survive me in the relative proportions assigned to each such
surviving Alternate Beneficiary.

Alternate Beneficiary or Beneficiaries:

Propor-
Name Relationship Date of Birth Social Security Number tion

--------------------------------- --------------------- ---------------- -------------------------- -----------

I understand that the beneficiaries named herein may be changed or revoked at
any time by filing a new designation in writing with the Custodian. All forms
must be acceptable to the Custodian and dated and signed by the Depositor.

Signature of Depositor Date

------------------------------------------------------- -----------------------

IMPORTANT: This Designation of Beneficiary may have important tax or estate
planning effects. Also, if you are married and reside in a community property
state (Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas or
Washington), you may need to obtain your spouse's consent if you have not
designated your spouse as primary beneficiary for at least half of your Account.
See your lawyer or other tax professional for additional information and advice.

STATE STREET BANK AND TRUST COMPANY
INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

The following provisions of Articles I to VII are in the form promulgated
by the Internal Revenue Service in Form 5305-A for use in establishing an
individual retirement custodial account.

Article I.

The Custodian may accept additional cash contributions on behalf of the
Depositor for a tax year of the Depositor. The total cash contributions are
limited to $2,000 for the tax year unless the contribution is a rollover
contribution described in section 402(c)(but only after December 31, 1992),
403(a)(4), 403(b)(8), 408(d)(3), or an employer contribution to a simplified
employee pension plan as described in section 408(k). Rollover contributions
before January 1, 1993 include rollovers described in section 402(a)(5),
402(a)(6), 402(a)(7), 403(a)(4), 403(b)(8) or 408(d)(3) of the Code or an
employer contribution to a simplified employee pension plan as described in
section 408(k).

Article II.

The Depositor's interest in the balance in the custodial account is
nonforfeitable.

Article III.

1. No part of the custodial funds may be invested in life insurance
contracts, nor may the assets of the custodial account be commingled with other
property except in a common trust fund or common investment fund (within the
meaning of section 408(a)(5) of the Code).

2. No part of the custodial funds may be invested in collectibles (within
the meaning of section 408(m) except as otherwise permitted by section 408(m)(3)
which provides an exception for certain gold and silver coins and coins issued
under the laws of any state.

Article IV.

1. Notwithstanding any provisions of this agreement to the contrary, the
distribution of the Depositor's interest in the custodial account shall be made
in accordance with the following requirements and shall otherwise comply with
section 408(a)(6) and Proposed Regulations section 1.408-8, including the
incidental death benefit provisions of Proposed Regulations section
1.401(a)(9)-2, the provisions of which are incorporated by reference.

2. Unless otherwise elected by the time distributions are required to
begin to the Depositor under paragraph 3, or to the surviving spouse under
paragraph 4, other than in the case of a life annuity, life expectancies shall
be recalculated annually. Such election shall be irrevocable as to the Depositor
and the surviving spouse and shall apply to all subsequent years. The life
expectancy of a nonspouse beneficiary may not be recalculated.

3. The Depositor's entire interest in the custodial account must be, or
begin to be, distributed by the Depositor's required beginning date, the April 1
following the calendar year end in which the Depositor reaches age 70-1/2. By
that date, the Depositor may elect, in a manner acceptable to the Custodian, to
have the balance in the custodial account distributed in:

(a) A single-sum payment.

(b) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the life of the
Depositor.

(c) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the joint and last
survivor lives of the Depositor and his or her designated
beneficiary.

(d) Equal or substantially equal annual payments over a specified period
that may not be longer than the Depositor's life expectancy.

(e) Equal or substantially equal annual payments over a specified period
that may not be longer than the joint life and last survivor
expectancy of the Depositor and his or her designated beneficiary.

4. If the Depositor dies before his or her entire interest is distributed
to him or her, the entire remaining interest will be distributed as follows:

(a) If the Depositor dies on or after distribution of his or her
interest has begun, distribution must continue to be made in
accordance with paragraph 3.

(b) If the Depositor dies before distribution of his or her interest has
begun, the entire remaining interest will, at the election of the
Depositor or, if the Depositor has not so elected, at the election
of the beneficiary or beneficiaries, either

(i) Be distributed by the December 31 of the year containing the
fifth anniversary of the Depositor's death, or

(ii) Be distributed in equal or substantially equal payments over
the life or life expectancy of the designated beneficiary or
beneficiaries starting by December 31 of the year following
the year of the Depositor's death. If, however, the
beneficiary is the Depositor's surviving spouse, then this
distribution is not required to begin before December 31 of
the year in which the Depositor would have turned age 70-1/2.

(c) Except where distribution in the form of an annuity meeting the
requirements of section 408(b)(3) and its related regulations has
irrevocably commenced, distributions are treated as having begun on
the Depositor's required beginning date, even though payments may
actually have been made before that date.

(d) If the Depositor dies before his or her entire interest has been
distributed and if the beneficiary is other than the surviving
spouse, no additional cash contributions or rollover contributions
may be accepted in the account.

5. In the case of distribution over life expectancy in equal or
substantially equal annual payments, to determine the minimum annual payment for
each year, divide the Depositor's entire interest in the Custodial account as of
the close of business on December 31 of the preceding year by the life
expectancy of the Depositor (or the joint life and last survivor expectancy of
the Depositor and the Depositor's designated beneficiary, or the life expectancy
of the designated beneficiary, whichever applies.) In the case of distributions
under paragraph 3, determine the initial life expectancy (or joint life and last
survivor expectancy) using the attained ages of the Depositor and designated
beneficiary as of their birthdays in the year the Depositor reaches age 70-1/2.
In the case of a distribution in accordance with paragraph 4(b)(ii), determine
life expectancy using the attained age of

the designated beneficiary as of the beneficiary's birthday in the year
distributions are required to commence.

6. The owner of two or more individual retirement accounts may use the
"alternative method" described in Notice 88-38, 1988-1 C.B. 524, to satisfy the
minimum distribution requirements described above. This method permits an
individual to satisfy these requirements by taking from one individual
retirement account the amount required to satisfy the requirement for another.

Article V.

1. The Depositor agrees to provide the Custodian with information
necessary for the Custodian to prepare any reports required under section 408(i)
and Regulations sections 1.408-5 and 1.408-6.

2. The Custodian agrees to submit reports to the Internal Revenue Service
and the Depositor as prescribed by the Internal Revenue Service.

Article VI.

Notwithstanding any other articles which may be added or incorporated, the
provisions of Articles through and this sentence will be controlling. Any
additional articles that are not consistent with section 408(a) and the related
regulations will be invalid.

Article VII.

This agreement will be amended from time to time to comply with the
provisions of the Code and related regulations. Other amendments may be made
with the consent of the persons whose signatures appear on the Adoption
Agreement.

Article VIII.

1. As used in this Article VIII the following terms have the following
meanings:

"Custodian" means State Street Bank and Trust Company.

"Fund" means a mutual fund or registered investment company which is
specified in the Adoption Agreement, or which is designated by the Distributor
named in the Adoption Agreement, as being available as an investment for the
custodial account; provided, however, that such a mutual fund or registered
investment company must be legally offered for sale in the state of the
Depositor's residence in order to be a Fund hereunder.

"Distributor" means the entity which has a contract with the Fund(s) to
serve as distributor of the shares of such Fund(s).

In any case where there is no Distributor, the duties assigned hereunder
to the Distributor may be performed by the Fund(s) or by an entity that has a
contract to perform management or investment advisory services for the Fund(s).

"Service Company" means any entity employed by the Custodian or the
Distributor, including the transfer agent for the Fund(s), to perform various
administrative duties of either the Custodian or the Distributor.

In any case where there is no Service Company, the duties assigned
hereunder to the Service Company will be performed by the Distributor (if any)
or by an entity specified in the second preceding paragraph.

2. The Depositor may revoke the custodial account established hereunder by
mailing or delivering a written notice of revocation to the Custodian within
seven days after the Depositor receives the Disclosure Statement related to the
custodial account. Mailed notice is treated as given to the Custodian on date of
the postmark (or on the date of Post Office certification or registration in the
case of notice sent by certified or registered mail). Upon timely revocation,
the Depositor's initial contribution will be returned, without adjustment for
administrative expenses, commissions or sales charges, fluctuations in market
value or other changes.

3. All contributions to the custodial account shall be invested and
reinvested in full and fractional shares of one or more Funds. Such investments
shall be made in such proportions and/or in such amounts as Depositor from time
to time in the Adoption Agreement or by other written notice to the Service
Company (in such form as may be acceptable to the Service Company) may direct.

The Service Company shall be responsible for promptly transmitting all
investment directions by the Depositor for the purchase or sale of shares of one
or more Funds hereunder to the Funds' transfer agent for execution. However, if
investment directions with respect to the investment of any contribution
hereunder are not received from the Depositor as required or, if received, are
unclear or incomplete in the opinion of the Service Company, the contribution
will be returned to the Depositor without liability for interest or for loss of
income or appreciation. If any directions or other orders by the Depositor with
respect to the sale or purchase of shares of one or more Funds for the custodial
account are unclear or incomplete in the opinion of the Service Company, the
Service Company will refrain from carrying out such investment directions or
from executing any such sale or purchase, without liability for loss of income
or for appreciation or depreciation of any asset, pending receipt of
clarification or completion from the Depositor.

All investment directions by Depositor will be subject to any minimum
initial or additional investment or minimum balance rules applicable to a Fund
as described in its prospectus.

All dividends and capital gains or other distributions received on the
shares of any Fund held in the Depositor's account shall be retained in the
account and (unless received in additional shares) shall be reinvested in full
and fractional shares of such Fund.

4. Subject to the minimum initial or additional investment, minimum
balance and other exchange rules applicable to a Fund, the Depositor may at any
time direct the Service Company to exchange all or a specified portion of the
shares of a Fund in the Depositor's account for shares and fractional shares of
one or more other Funds. The Depositor shall give such directions by written or
telephonic notice acceptable to the Service Company, and the Service Company
will process such directions as soon as practicable after receipt thereof
(subject to the second paragraph of Section 3 of this Article VIII.

5. Any purchase or redemption of shares of a Fund for or from the
Depositor's account will be effected at the public offering price or net asset
value of such Fund (as described in the then effective prospectus for such Fund)
next established after the Service Company has transmitted the Depositor's
investment directions to the transfer agent for the Fund(s).

Any purchase, exchange, transfer or redemption of shares of a Fund for or
from the Depositor's account will be subject to any applicable sales, redemption
or other charge as described in the then effective prospectus for such Fund.

6. The Service Company shall maintain adequate records of all purchases or
sales of shares of one or more Funds for the Depositor's custodial account. Any
account maintained in connection herewith shall be in the name of the Custodian
for the benefit of the Depositor. All assets of the custodial account shall be
registered in the name of the Custodian or of a suitable nominee. The books and
records of the Custodian shall show that all such investments are part of the
custodial account.

The Custodian shall maintain or cause to be maintained adequate records
reflecting transactions of the custodial account. In the discretion of the
Custodian, records maintained by the Service Company with respect to the account
hereunder will be deemed to

satisfy the Custodian's recordkeeping responsibilities therefor. The Service
Company agrees to furnish the Custodian with any information the Custodian
requires to carry out the Custodian's recordkeeping responsibilities.

7. Neither the Custodian nor any other party providing services to the
custodial account will have any responsibility for rendering advice with respect
to the investment and reinvestment of Depositor's custodial account, nor shall
such parties be liable for any loss or diminution in value which results from
Depositor's exercise of investment control over his custodial account. Depositor
shall have and exercise exclusive responsibility for and control over the
investment of the assets of his custodial account, and neither Custodian nor any
other such party shall have any duty to question his directions in that regard
or to advise him regarding the purchase, retention or sale of shares of one or
more Funds for the custodial account.

8. The Depositor may appoint an investment advisor with respect to the
custodial account on a form acceptable to the Custodian and the Service Company.
The investment advisor's appointment will be in effect until written notice to
the contrary is received by the Custodian and the Service Company. While an
investment advisor's appointment is in effect, the investment advisor may issue
investment directions or may issue orders for the sale or purchase of shares of
one or more Funds to the Service Company, and the Service Company will be fully
protected in carrying out such investment directions or orders to the same
extent as if they had been given by the Depositor.

The Depositor's appointment of any investment advisor will also be deemed
to be instructions to the Custodian and the Service Company to pay such
investment advisor's fees to the investment advisor from the custodial account
hereunder without additional authorization by the Depositor or the Custodian.

9. Distribution of the assets of the custodial account shall be made at
such time and in such form as Depositor (or the Beneficiary if Depositor is
deceased) shall elect by written order to the Custodian. Depositor acknowledges
that any distribution (except for distribution on account of Depositor's
disability or death, return of an "excess contribution" referred to in Code
Section 408(d), or a "rollover" from this custodial account) made earlier than
age 59-1/2 may subject Depositor to an "additional tax on early distributions"
under Code Section 72(t). For that purpose, Depositor will be considered
disabled if Depositor can prove, as provided in Code Section 72(m)(7), that
Depositor is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or be of long-continued and indefinite duration. It is the
responsibility of the Depositor (or the Beneficiary) by appropriate distribution
instructions to the Custodian to insure that the distribution requirements of
Code Section 401(a)(9) and Article IV above are met. If the Depositor (or
Beneficiary) does not direct the Custodian to make distributions from the
custodial account by the time that such distributions are required to commence
in accordance with such distribution requirements, the Custodian (and Service
Company) shall assume that the Depositor (or Beneficiary) is meeting the minimum
distribution requirements from another individual retirement arrangement
maintained by the Depositor (or Beneficiary) and the Custodian and Service
Company shall be fully protected in so doing. The Depositor (or the Depositor's
surviving spouse) may elect to comply with the distribution requirements in
Article IV using the recalculation of life expectancy method, or may elect that
the life expectancy of the Depositor (and/or the Depositor's surviving spouse)
will not be recalculated; any such election may be in such form as the Depositor
(or surviving spouse) provides (including the calculation of minimum
distribution amounts in accordance with a method that does not provide for
recalculation of the life expectancy of one or both of the Depositor and
surviving spouse and instructions to the Custodian in accordance with such
method). Neither Custodian nor any other party providing services to the
custodial account assumes any responsibility for the tax treatment of any
distribution from the custodial account; such responsibility rests solely with
the person ordering the distribution.

10. Custodian assumes (and shall have) no responsibility to make any
distribution except upon the written order of Depositor (or Beneficiary if
Depositor is deceased) containing such information as the Custodian may
reasonably request. Also, before making any distribution or honoring any
assignment of the custodial account, Custodian shall be furnished with any and
all applications, certificates, tax waivers, signature guarantees and other
documents (including proof of any legal representative's authority) deemed
necessary or advisable by Custodian, but Custodian shall not be responsible for
complying with an order which appears on its face to be genuine, or for refusing
to comply if not satisfied it is genuine, and Custodian has no duty of further
inquiry. Any distributions from the account may be mailed, first-class postage
prepaid, to the last known address of the person who is to receive such
distribution, as shown on the Custodian's records, and such distribution shall
to the extent thereof completely discharge the Custodian's liability for such
payment.

11. (a) The term "Beneficiary" means the person or persons designated as
such by the "designating person" (as defined below) on a form
acceptable to the Custodian for use in connection with the custodial
account, signed by the designating person, and filed with the
Custodian. The form may name individuals, trusts, estates, or other
entities as either primary or contingent beneficiaries. However, if
the designation does not effectively dispose of the entire custodial
account as of the time distribution is to commence, the term
"Beneficiary" shall then mean the designating person's estate with
respect to the assets of the custodial account not disposed of by
the designation form. The form last accepted by the Custodian before
such distribution is to commence, provided it was received by the
Custodian (or deposited in the U.S. Mail or with a delivery service)
during the designating person's lifetime, shall be controlling and,
whether or not fully dispositive of the custodial account, thereupon
shall revoke all such forms previously filed by that person. The
term "designating person" means Depositor during his/her lifetime;
after ▇▇▇▇▇▇▇▇▇'s death, it also means Depositor's spouse if the
spouse begins to receive a portion of the custodial account
(pursuant to such a designation by Depositor) under a form of
distribution permitted by Article IV. A designation by ▇▇▇▇▇▇▇▇▇'s
spouse shall relate solely to the balance remaining in the spouse's
portion of the custodial account after the death of the spouse.

(b) When and after distributions from the custodial account to
Depositor's Beneficiary commence, all rights and obligations
assigned to Depositor hereunder shall inure to, and be enjoyed and
exercised by, Beneficiary instead of Depositor.

12. (a) The Depositor agrees to provide information to the Custodian at such
time and in such manner as may be necessary for the Custodian to
prepare any reports required under Section 408(i) of the Code and
the regulations thereunder or otherwise.

(b) The Custodian or the Service Company will submit reports to the
Internal Revenue Service and the Depositor at such time and manner
and containing such information as is prescribed by the Internal
Revenue Service.

(c) The Depositor, Custodian and Service Company shall furnish to each
other such information relevant to the custodial account as may be
required under the Code and any regulations issued or forms adopted
by the Treasury Department thereunder or as may otherwise be
necessary for the administration of the custodial account.

(d) The Depositor shall file any reports to the Internal Revenue Service
which are required of him by law (including Form 5329), and neither
the Custodian nor Service Company shall have any duty to advise
Depositor concerning or monitor Depositor's compliance with such
requirement.

13. (a) Depositor retains the right to amend this custodial account document
in any respect at any time, effective on a stated date which shall
be at least 60 days after giving written notice of the amendment
(including its exact terms) to Custodian by registered or certified
mail, unless Custodian waives notice as to such amendment. If the
Custodian does not wish to continue serving as such under this
custodial account document as so amended, it may resign in
accordance with Section 17 below.

(b) Depositor delegates to the Custodian the Depositor's right so to
amend, provided the Custodian amends in the same manner all
agreements comparable to this one, having the same Custodian,
permitting comparable investments, and under which such power has
been delegated to it; this includes the power to amend retroactively
if necessary or appropriate in the opinion of the Custodian in order
to conform this custodial account to pertinent provisions of the
Code and other laws or successor provisions of law, or to obtain a
governmental ruling that such requirements are met, to adopt a
prototype or master form of agreement in substitution for this
Agreement, or as otherwise may be advisable in the opinion of the
Custodian. Such an amendment by the Custodian shall be communicated
in writing to Depositor, and Depositor shall be deemed to have
consented thereto unless, within 30 days after such communication to
Depositor is mailed, Depositor either (i) gives Custodian a written
order for a complete distribution or transfer of the custodial
account, or (ii) removes the Custodian and appoints a successor
under Section 17 below.

Pending the adoption of any amendment necessary or desirable to conform
this custodial account document to the requirements of any amendment to
the Internal Revenue Code or regulations or rulings thereunder, the
Custodian and the Service Company may operate the Depositor's custodial
account in accordance with such requirements to the extent that the
Custodian and/or the Service Company deem necessary to preserve the tax
benefits of the account.

(c) Notwithstanding the provisions of subsections (a) and (b) above, no
amendment shall increase the responsibilities or duties of Custodian
without its prior written consent.

(d) This Section 13 shall not be construed to restrict the Custodian's
right to substitute fee schedules in the manner provided by Section
16 below, and no such substitution shall be deemed to be an
amendment of this Agreement.

14. (a) Custodian shall terminate the custodial account if this Agreement is
terminated or if, within 30 days (or such longer time as Custodian
may agree) after resignation or removal of Custodian under Section
17, Depositor has not appointed a successor which has accepted such
appointment. Termination of the custodial account shall be effected
by distributing all assets thereof in a single payment in cash or in
kind to Depositor, subject to Custodian's right to reserve funds as
provided in Section 17.

(b) Upon termination of the custodial account, this custodial account
document shall have no further force and effect, and Custodian shall
be relieved from all further liability hereunder or with respect to
the custodial account and all assets thereof so distributed.

15. (a) In its discretion, the Custodian may appoint one or more contractors
or service providers to carry out any of its functions and may
compensate them from the custodial account for expenses attendant to
those functions.

(b) The Service Company shall be responsible for receiving all
instructions, notices, forms and remittances from Depositor and for
dealing with or forwarding the same to the transfer agent for the
Fund(s).

(c) The parties do not intend to confer any fiduciary duties on
Custodian or Service Company (or any other party providing services
to the custodial account), and none shall be implied. Neither shall
be liable (or assumes any responsibility) for the collection of
contributions, the proper amount, time or deductibility of any
contribution to the custodial account or the propriety of any
contributions under this Agreement, or the purpose, time, amount
(including any minimum distribution amounts) or propriety of any
distribution hereunder, which matters are the responsibility of
Depositor and Depositor's Beneficiary.

(d) Not later than 60 days after the close of each calendar year (or
after the Custodian's resignation or removal), the Custodian and
Service Company shall each file with Depositor a written report or
reports reflecting the transactions effected by it during such
period and the assets of the custodial account at its close. Upon
the expiration of 60 days after such a report is sent to Depositor
(or Beneficiary), the Custodian and Service Company shall be forever
released and discharged from all liability and accountability to
anyone with respect to transactions shown in or reflected by such
report except with respect to any such acts or transactions as to
which Depositor shall have filed written objections with the
Custodian or Service Company within such 60 day period.

(e) The Service Company shall deliver, or cause to be delivered, to
Depositor all notices, prospectuses, financial statements and other
reports to shareholders, proxies and proxy soliciting materials
relating to the shares of the Funds(s) credited to the custodial
account. No shares shall be voted, and no other action shall be
taken pursuant to such documents, except upon receipt of adequate
written instructions from Depositor.

(f) Depositor shall always fully indemnify Service Company, Distributor,
the Fund(s) and Custodian and save them harmless from any and all
liability whatsoever which may arise either (i) in connection with
this Agreement and the matters which it contemplates, except that
which arises directly out of the Service Company's, Distributor's or
Custodian's negligence or willful misconduct, or (ii) with respect
to making or failing to make any distribution, other

than for failure to make distribution in accordance with an order
thereof which is in full compliance with Section 10. Neither Service
Company nor Custodian shall be obligated or expected to commence or
defend any legal action or proceeding in connection with this
Agreement or such matters unless agreed upon by that party and
Depositor, and unless fully indemnified for so doing to that party's
satisfaction.

(g) The Custodian and Service Company shall each be responsible solely
for performance of those duties expressly assigned to it in this
Agreement, and neither assumes any responsibility as to duties
assigned to anyone else hereunder or by operation of law.

(h) Custodian and Service Company may each conclusively rely upon and
shall be protected in acting upon any written order from Depositor
or Beneficiary, or any investment advisor appointed under Section 8,
or any other notice, request, consent, certificate or other
instrument or paper believed by it to be genuine and to have been
properly executed, and so long as it acts in good faith, in taking
or omitting to take any other action in reliance thereon. In
addition, Custodian will carry out the requirements of any
apparently valid court order relating to the custodial account and
will incur no liability or responsibility for so doing.

16. (a) The Custodian, in consideration of its services under this
Agreement, shall receive the fees specified on the applicable fee
schedule. The fee schedule originally applicable shall be the one
specified in the Disclosure Statement furnished to the Depositor.
The Custodian may substitute a different fee schedule at any time
upon 30 days' written notice to Depositor. The Custodian shall also
receive reasonable fees for any services not contemplated by any
applicable fee schedule and either deemed by it to be necessary or
desirable or requested by Depositor.

(b) Any income, gift, estate and inheritance taxes and other taxes of
any kind whatsoever, including transfer taxes incurred in connection
with the investment or reinvestment of the assets of the custodial
account, that may be levied or assessed in respect to such assets,
and all other administrative expenses incurred by the Custodian in
the performance of its duties (including fees for legal services
rendered to it in connection with the custodial account) shall be
charged to the custodial account.

(c) All such fees and taxes and other administrative expenses charged to
the custodial account shall be collected either from the amount of
any contribution or distribution to or from the account, or (at the
option of the person entitled to collect such amounts) to the extent
possible under the circumstances by the conversion into cash of
sufficient shares of one or more Funds held in the custodial account
(without liability for any loss incurred thereby). Notwithstanding
the foregoing, the Custodian or Service Company may make demand upon
the Depositor for payment of the amount of such fees, taxes and
other administrative expenses. Fees which remain outstanding after
60 days may be subject to a collection charge.

17. (a) Upon 30 days' prior written notice to the Custodian, Depositor may
remove it from its office hereunder. Such notice, to be effective,
shall designate a successor custodian and shall be accompanied by
the successor's written acceptance. The Custodian also may at any
time resign upon 30 days' prior written notice to Depositor,
whereupon the Depositor shall appoint a successor to the Custodian.

(b) The successor custodian shall be a bank, insured credit union, or
other person satisfactory to the Secretary of the Treasury under
Code Section 408(a)(2). Upon receipt by Custodian of written
acceptance by its successor of such successor's appointment,
Custodian shall transfer and pay over to such successor the assets
of the custodial account and all records (or copies thereof) of
Custodian pertaining thereto, provided that the successor custodian
agrees not to dispose of any such records without the Custodian's
consent. Custodian is authorized, however, to reserve such sum of
money or property as it may deem advisable for payment of all its
fees, compensation, costs, and expenses, or for payment of any other
liabilities constituting a charge on or against the assets of the
custodial account or on or against the Custodian, with any balance
of such reserve remaining after the payment of all such items to be
paid over to the successor custodian.

18. References herein to the "Internal Revenue Code" or "Code" and
sections thereof shall mean the same as amended from time to time, including
successors to such sections.

19. Except where otherwise specifically required in this Agreement, any
notice from Custodian to any person provided for in this Agreement shall be
effective if sent by first-class mail to such person at that person's last
address on the Custodian's records.

20. Depositor or Depositor's Beneficiary shall not have the right or power
to anticipate any part of the custodial account or to sell, assign, transfer,
pledge or hypothecate any part thereof. The custodial account shall not be
liable for the debts of Depositor or Depositor's Beneficiary or subject to any
seizure, attachment, execution or other legal process in respect thereof. At no
time shall it be possible for any part of the assets of the custodial account to
be used for or diverted to purposes other than for the exclusive benefit of the
Depositor or his/her Beneficiary.

21. When accepted by the Custodian, this agreement is accepted in and
shall be construed and administered in accordance with the laws of The
Commonwealth of Massachusetts. Any action involving the Custodian brought by any
other party must be brought in a state or federal court in such Commonwealth.

This Agreement is intended to qualify under Code Section 408(a) as an
individual retirement custodial account and to entitle Depositor to the
retirement savings deduction under Code Section 219 if available, and if any
provision hereof is subject to more than one interpretation or any term used
herein is subject to more than one construction, such ambiguity shall be
resolved in favor of that interpretation or construction which is consistent
with that intent.

However, Custodian shall not be responsible for whether or not such intentions
are achieved through use of this Agreement, and Depositor is referred to
Depositor's attorney for any such assurances.

22. Depositor should seek advice from ▇▇▇▇▇▇▇▇▇'s attorney regarding the
legal consequences (including but not limited to federal and state tax matters)
of entering into this Agreement, contributing to the custodial account, and
ordering Custodian to make distributions from the account. Depositor
acknowledges that Custodian and Service Company (and any company associated
therewith) are prohibited by law from rendering such advice.

23. Articles I through VII of this Agreement are in the form promulgated
by the Internal Revenue Service (Form 5305-A October 1992). It is anticipated
that if and when the Internal Revenue Service promulgates changes to Form
5305-A, the Custodian will amend this Agreement correspondingly.

24. The Depositor acknowledges that he or she has received and read the
current prospectus for each Fund in which his or her account is invested and the
Individual Retirement Account Disclosure Statement related to the Account. The
Depositor represents under penalties of perjury that his or her Social Security
number (or other Taxpayer Identification Number) as stated in the Adoption
Agreement is correct.

DISCLOSURE STATEMENT

SPECIAL NOTE

This disclosure statement describes the rules applicable to IRAs beginning
January 1, 1997. For contributions for 1996 (including contributions made up to
April 15, 1997 but designated as contributions for 1996), the limit on
contributions to spousal IRAs is generally $2,250 (or, if lower, 100% of the
compensation of the higher compensated spouse). Also, the exceptions to the 10%
early withdrawal penalty for withdrawals to pay deductible medical expenses or
health insurance premiums under certain circumstances do not apply to
withdrawals in 1996.

This disclosure statement also does not describe IRAs established in
connection with a SIMPLE IRA program maintained by your employer. Employers
provide special explanatory materials for accounts established as part of an
employer's SIMPLE IRA program.

ESTABLISHING YOUR IRA

This disclosure statement contains information about your Individual
Retirement Custodial Account with State Street Bank and Trust Company as
Custodian. Your IRA gives you several tax benefits. Earnings on the assets held
in your IRA are not subject to federal income tax until withdrawn by you. You
may be able to deduct all or part of your IRA contribution on your federal
income tax return. State income tax treatment of your IRA may differ from
federal treatment; ask your state tax department or your personal tax advisor
for details.

All IRAs must meet certain requirements. Contributions generally must be
made in cash. The IRA trustee or custodian must be a bank or other person who
has been approved by the Secretary of the Treasury. Your contributions may not
be invested in life insurance or collectibles or be commingled with other
property except in a common trust or investment fund. Your interest in the
account must be nonforfeitable at all times. You may obtain further information
on IRAs from any district office of the Internal Revenue Service.

You may revoke a newly established IRA at any time within seven days after
the date on which you receive this Disclosure Statement. An IRA established more
than seven days after the date of your receipt of this Disclosure Statement may
not be revoked.

To revoke your IRA, mail or deliver a written notice of revocation to the
Custodian at the address which appears at the end of this Disclosure Statement.
Mailed notice will be deemed given on the date that it is postmarked (or, if
sent by certified or registered mail, on the date of certification or
registration). If you revoke your IRA within the seven-day period, you are
entitled to a return of the entire amount you contributed into your IRA, without
adjustment for such items as sales charges, administrative expenses or
fluctuations in market value.

FEES AND EXPENSES

Custodian's Fees

The following is a list of the fees charged by the Custodian for
maintaining your IRA.

Account Installation Fee $ ______
Annual Maintenance Fee per mutual fund $ ______
Termination, Rollover, or Transfer of
Account to Successor Custodian
$ ________.

General Fee Policies

- Fees may be paid by you directly or the Custodian may deduct them
from your IRA.

- Fees may be changed upon 30 days written notice to you.

- The full annual maintenance fee will be charged for any calendar year
during which you have an IRA with us. This fee is not prorated for
periods of less than one full year.

- Termination fees are charged when your account is closed whether the
funds are distributed to you or transferred to a successor custodian
or trustee.

- The Custodian may charge you for its reasonable expenses for services
not covered by its fee schedule.

Other Charges

- There may be sales or other charges associated with the purchase or
redemption of shares of a Fund in which your IRA is invested. Be sure
to read carefully the current prospectus of any Fund you are
considering as an investment for your IRA for a description of
applicable charges.

ELIGIBILITY

What are the eligibility requirements for an IRA?

You are eligible to establish and contribute to an IRA for a year if:

- You received compensation (or earned income if you are self employed)
during the year for personal services you rendered. If you received
taxable alimony, this is treated like compensation for IRA purposes.

- You did not reach age 70-1/2 during the year.

Can I Contribute to an IRA for my Spouse?

For each year before the year when your spouse attains age 70-1/2, you can
contribute to a separate IRA for your spouse, regardless of whether your spouse
had any compensation or earned income in that year. This is called a "spousal
IRA." To make a contribution to a spousal IRA for your spouse, you must file a
joint tax return for the year with your spouse. For a spousal IRA, your spouse
must set up a different IRA, separate from yours, to which you contribute.

CONTRIBUTIONS

When Can I Make Contributions to an IRA?

You may make a contribution to your existing IRA or establish a new IRA for
a taxable year by the due date (not including any extensions)

for your federal income tax return for the year. Usually this is April 15 of
the following year.

How Much Can I Contribute to my IRA?

For each year when you are eligible (see above), you can contribute up to
the lesser of $2,000 or 100% of your compensation (or earned income, if you are
self-employed). However, under the tax laws, all or a portion of your
contribution may not be deductible.

If you and your spouse have spousal IRAs, each spouse may contribute up to
$2,000 to his or her IRA for a year as long as the combined compensation of both
spouses for the year (as shown on your joint income tax return) is at least
$4,000. If the combined compensation of both spouses is less than $4,000, the
spouse with the higher amount of compensation may contribute up to that spouse's
compensation amount, or $2,000 if less. The spouse with the lower compensation
amount may contribute any amount up to that spouse's compensation plus any
excess of the other spouse's compensation over the other spouse's IRA
contribution. However, the maximum contribution to either spouse's IRA is $2,000
for the year.

How Do I Know if my Contribution is Tax Deductible?

The deductibility of your contribution depends upon whether you are (or
your spouse is) an active participant in any employer-sponsored retirement plan.
If neither you nor your spouse is an active participant, the entire IRA
contribution is deductible.

If either you or your spouse is an active participant, your IRA
contribution may still be completely or partly deductible on your tax return.
This depends on the amount of your income.

How do I Determine my or my Spouse's "Active Participant" status?

Your Form W-2 (or your spouse's W-2) should indicate if you were an active
participant in an employer-sponsored retirement plan for a year. If you have a
question, you should ask your employer or the plan administrator.

In one situation, your spouse's "active participant" status will not affect
the deductibility of your contributions to your IRA. This rule applies only if
you and your spouse file separate tax returns for the taxable year and you lived
apart at all times during the taxable year.

What are the Deduction Restrictions?

The portion of your contribution that is deductible depends upon your
filing status and the amount of your adjusted gross income ("AGI"). The
following table shows the deduction rules.

FOR ACTIVE PARTICIPANTS
---------------------------- --------------------------- ---------------------------
If You Are If You Are Then Your
Single Married Filing Jointly IRA Contribution Is
---------------------------- --------------------------- ---------------------------
--------------------------- ---------------------------- ---------------------------

Up to Up to Fully
$25,000 $40,000 Deductible
--------------------------- ---------------------------- ---------------------------
Adjusted Over $25,000 Over $40,000 Partly
Gross but less than but less than Deductible
Income $35,000 $50,000
--------------------------- ---------------------------- ---------------------------
$35,000 $50,000 Not
and up and up Deductible
--------------------------- ---------------------------- ---------------------------

How do I Calculate my Deduction if I Fall in the "Partly Deductible" Range?

If your AGI falls in the partly deductible range, you must calculate the
portion of your contribution that is deductible. To do this, multiply your
contribution by a fraction. The numerator is the amount by which your AGI
exceeds the lower limit of the partly deductible range ($25,000

if single, or $40,000 if married filing jointly). The denominator is $10,000.
Subtract this from your contribution and then round up to the nearest $10. The
deductible amount is the greater of the amount calculated or $200 (provided you
contributed at least $200). If your contribution was less than $200, then the
entire contribution is deductible.

For example, assume that you make a $2,000 contribution to your IRA in a
year in which you are an active participant in your employer's retirement plan.
Also assume that your AGI for the year is $47,555 and you are married, filing
jointly. You would calculate the deductible portion of your contribution this
way:

1. The amount by which your AGI exceeds the lower limit of the
partly - deductible range:
(47,555-40,000) = 7,555

2. Divide this by 10,000: 7,555
------ = 0.7555
10,000

3. Multiply this by your contribution:
0.7555 x $2,000 = $1,511

4. Subtract this from your contributions:
($2,000 - $1,551) = $489

5. Round this up to the nearest $10: = $490

6. Your deductible contribution is the greater of this amount or $200.

Even though part or all of your contribution is not deductible, you may still
contribute to your IRA (and your spouse may contribute to your spouse's IRA) up
to the limit on contributions. When you file your tax return for the year, you
must designate the amount of non-deductible IRA contributions for the year. See
IRS Form 8606.

How Do I Determine My AGI?

AGI is your gross income minus those deductions which are available to all
taxpayers even if they don't itemize. Instructions to calculate your AGI are
provided with your income tax Form 1040 or 1040A.

What Happens if I Contribute more than Allowed to my IRA?

The maximum contribution you can make to an IRA generally is $2,000 or 100%
of compensation or earned income, whichever is less. Any amount contributed to
the IRA above the maximum is considered an "excess contribution." The excess is
calculated using your contribution limit, not the deductible limit. An excess
contribution is subject to excise tax of 6% for each year it remains in the IRA.

How can I Correct an Excess Contribution?

Excess contributions may be corrected without paying a 6% penalty. To do
so, you must withdraw the excess and any earnings on the excess before the due
date (including extensions) for filing your federal income tax return for the
year for which you made the excess contribution. A deduction should not be taken
for any excess contribution. Earnings on the amount withdrawn must also be
withdrawn. The earnings must be included in your income for the tax year for
which the contribution was made and may be subject to a 10% premature withdrawal
tax if you have not reached age 59-1/2.

What Happens if I Don't Correct the Excess Contribution by the Tax Return Due
Date?

Any excess contribution withdrawn after the tax return due date (including
any extensions) for the year for which the contribution was made will be subject
to the 6% excise tax. There will be an additional 6% excise tax for each year
the excess remains in your account.

Under limited circumstances, you may correct an excess contribution after
tax filing time by withdrawing the excess contribution (leaving the earnings in
the account). This withdrawal will not be includible in income nor will it be
subject to any premature withdrawal penalty if (1) your contributions to all
IRAs do not exceed $2,000 and (2) you did not take a deduction for the excess
amount (or you file an amended return (Form 1040X) which removes the excess
deduction).

How are Excess Contributions Treated if None of the Preceding Rules Apply?

Unless an excess contribution qualifies for the special treatment outlined
above, the excess contribution and any earnings on it withdrawn after tax filing
time will be includible in taxable income and may be subject to a 10% premature
withdrawal penalty. No deduction will be allowed for the excess contribution for
the year in which it is made.

Excess contributions may be corrected in a subsequent year to the extent
that you contribute less than your maximum amount. As the prior excess
contribution is reduced or eliminated, the 6% excise tax will become
correspondingly reduced or eliminated for subsequent tax years. Also, you may be
able to take an income tax deduction for the amount of excess that was reduced
or eliminated, depending on whether you would be able to take a deduction if you
had instead contributed the same amount.

TRANSFERS/ROLLOVERS

Can I Transfer or Roll Over a Distribution I Receive from my Employer's
Retirement Plan into an IRA?

Almost all distributions from employer plans or 403(b) arrangements (for
employees of tax-exempt employers) are eligible for rollover to an IRA. The main
exceptions are

[bullet] payments over the lifetime or life expectancy of the participant
(or participant and a designated beneficiary),

[bullet] installment payments for a period of 10 years or more,

[bullet] required distributions (generally the rules require distributions
starting at age 70-1/2 or for certain employees starting at retirement
if later), and

[bullet] payments of employee after-tax contributions.

If you are eligible to receive a distribution from a tax qualified retirement
plan as a result of, for example, termination of employment, plan
discontinuance, or retirement, all or part of the distribution may be
transferred directly into your IRA. This is a called a "direct rollover." Or,
you may receive the distribution and make a regular rollover to your IRA within
60 days. By making a direct rollover or a regular rollover, you can defer income
taxes on the amount rolled over until you subsequently make withdrawals from
your IRA.

The maximum amount you may roll over is the amount of employer
contributions and earnings distributed. You may not roll over any after-

tax employee contributions you made to the employer retirement plan. If you are
over age 70-1/2 and are required to take minimum distributions under the tax
laws, you may not roll over any amount required to be distributed to you under
the minimum distribution rules. Also, if you are receiving periodic payments
over your or your and your designated beneficiary's life expectancy or for a
period of at least 10 years, you may not roll over these payments. A regular
rollover to an IRA must be completed within 60 days after the distribution from
the employer retirement plan to be valid.

NOTE: A qualified plan administrator or 403(b) sponsor MUST WITHHOLD 20% OF
YOUR DISTRIBUTION for federal income taxes UNLESS you elect a direct rollover.
Your plan or 403(b) sponsor is required to provide you with information about
direct and regular rollovers and withholding taxes before you receive your
distribution and must comply with your directions to make a direct rollover.

The rules governing rollovers are complicated. Be sure to consult your tax
advisor or the IRS if you have a question about rollovers.

Once I Have Rolled Over a Plan Distribution into an IRA, Can I Subsequently Roll
Over into another Employer's Qualified Retirement Plan?

Yes. Part or all of an eligible distribution received from a qualified plan
may be transferred to another qualified plan through the medium of an IRA.
However, the IRA must have no assets other than those which were previously
distributed to you from the qualified plan. Specifically, the IRA cannot contain
any regular IRA contributions. Also, the new qualified plan must accept
rollovers. Similar rules apply to rollover IRAs established with rollovers from
403(b) arrangements.

How Often Can I Make a Regular Rollover from my IRA to another IRA?

You may make a regular rollover from one IRA to another only once in any
365-day period. This rule applies to each individual IRA.

What Happens If I Combine Rollover Contributions With My Regular Contributions
In One IRA?

If you wish to make both a regular annual contribution and a rollover
contribution, you may wish to open two separate IRAs by completing two adoption
agreements and two sets of forms. You should consult a tax advisor before making
your regular contribution to the IRA you established with rollover contributions
(or make a rollover contribution to the IRA to which you make your regular
contributions). This is because combining your regular annual contributions and
rollover contributions originating from an employer plan distribution would
prohibit the future rollover of the assets of the IRA into another qualified
plan. If despite this, you still wish to combine a rollover contribution and the
IRA holding your regular contributions, you should establish the account as an
Accumulation IRA on the Adoption Agreement and make the contributions to that
account.

How Do Rollovers Affect my Contribution or Deduction Limits?

Rollover contributions, if properly made, do not count toward the maximum
contribution. Also, rollovers are not deductible and they do not affect your
deduction limits as described above.

INVESTMENTS

How Are My IRA Contributions Invested?

You control the investment and reinvestment of contributions to your IRA.
Investments must be in one or more of the Fund(s) available from time to time as
listed in the Adoption Agreement for your IRA or in an investment selection form
included with your IRA Adoption Agreement. You direct the investment of your IRA
by giving your investment instructions to the Distributor or Service Company for
the Fund(s). Since you control the investment of your IRA, you are responsible
for any losses; neither the Custodian, the Distributor nor the Service Company
has any responsibility for any loss or diminution in value occasioned by your
exercise of investment control. Transactions for your IRA will generally be
effected at the applicable public offering price or net asset value for shares
of the Fund(s) involved next established after the Distributor or the Service
Company (whichever may apply) receives proper investment instructions from you;
consult the current prospectus for the Fund(s) involved for additional
information.

Before making any investment, read carefully the current prospectus for any
Fund you are considering as an investment for your IRA. The prospectus will
contain information about the Fund's investment objectives and policies, as well
as any minimum initial investment or minimum balance requirements and any sales,
redemption or other charges.

Because you control the selection of investments for your IRA and because
mutual fund shares fluctuate in value, the growth in value of your IRA cannot be
guaranteed or projected.

Are There Any Restrictions on the Use of my IRA Assets?

The tax-exempt status of your IRA will be revoked if you engage in any of
the prohibited transactions listed in Section 4975 of the tax code. The fair
market value of your IRA will be includible in your taxable income in the year
in which such prohibited transaction takes place. The fair market value of your
IRA may also be subject to a 10% penalty tax as a premature withdrawal if you
have not yet reached the age of 59-1/2.

Any investment in a collectible (for example, rare stamps) by your IRA is
treated as a taxable withdrawal; the only exception involves certain types of
government-sponsored coins.

What Is A Prohibited Transaction?

Generally, a prohibited transaction is any improper use of the assets in
your IRA. Some examples of prohibited transactions are:

- Direct or indirect sale or exchange of property between you and your IRA.

- Transfer of any property from your IRA to yourself or from yourself to
your IRA.

Your IRA could lose its tax exempt status if you use all or part of your
interest in your IRA as security for a loan or borrow any money from your IRA.
Any portion of your IRA used as security for a loan will be taxed as ordinary
income in the year in which the money is borrowed. If you are under age 59-1/2,
this amount will also be subject to a 10% penalty tax as a premature
distribution.

WITHDRAWALS

When can I make withdrawals from my IRA?

You may withdraw from your IRA at any time. However, withdrawals before age
59-1/2 may be subject to a 10% penalty tax in addition to regular income taxes
(see below).

When must I start making withdrawals?

If you have not withdrawn your entire IRA by the April 1 following the year
in which you reach 70-1/2, you must make minimum withdrawals in order to avoid
penalty taxes. The rule allowing certain employees to postpone distributions
from an employer qualified plan until actual retirement (even if this is after
age 70-1/2) does not apply to IRAs.

The minimum withdrawal amount is determined by dividing the balance in your
IRA (or IRAs) by your life expectancy or the combined life expectancy of you and
your designated beneficiary. The minimum withdrawal rules are complex. Consult
your tax advisor for assistance.

The penalty tax is 50% of the difference between the minimum withdrawal
amount and your actual withdrawals during a year. The IRS may waive or reduce
the penalty tax if you can show that your failure to make the required minimum
withdrawals was due to reasonable cause and you are taking reasonable steps to
remedy the problem.

How Are Withdrawals From My IRA Taxed?

Amounts withdrawn by you are includible in your gross income in the taxable
year that you receive them, and are taxable as ordinary income. Lump sum
withdrawals from an IRA are not eligible for averaging treatment currently
available to certain lump sum distributions from qualified employer retirement
plans.

Since the purpose of the IRA is to accumulate funds for retirement, your
receipt or use of any portion of your IRA before you attain age 59-1/2 generally
will be considered as an early withdrawal and subject to a 10% penalty tax.

The 10% penalty tax for early withdrawal will not apply if:

- The distribution was a result of your death or disability.

- The distribution is one of a scheduled series of substantially equal
periodic payments for your life or life expectancy (or the joint lives or
life expectancies of you and your beneficiary).

If there is an adjustment to the scheduled series of payments, the 10%
penalty tax will apply. For example, if you begin receiving payments at
age 50 under a withdrawal program providing for substantially equal
payments over your life expectancy, and at age 58 you elect to receive
the remaining amount in your IRA in a lump-sum, the 10% penalty tax will
apply to the lump sum and to the amounts previously paid to you before
age 59-1/2.

- The distribution does not exceed the amount of your deductible medical
expenses for the year (generally speaking, medical expenses paid during a
year are deductible if they are greater than 7 1/2% of your adjusted
gross income for that year), or

- The distribution does not exceed the amount you paid for health insurance
coverage for yourself, your spouse and dependents. This exception applies
only if you have been unemployed and received federal or state
unemployment compensation payments for at least twelve weeks; this
exception applies to distributions during the year in which you received
the unemployment compensation and during the following year, but not to
any distributions received after you have been reemployed for at least 60
days.

In addition, certain taxpayers with very large accumulations in tax-favored
arrangements (including IRAs, 403(b) arrangements and employer qualified plans)
may be subject to a 15% penalty tax (in addition to regular income taxes) if
distributions during a year from all such arrangements exceed a certain amount.
This amount is $160,000 for 1997 (and is indexed for future cost-of-living
changes). Distributions from all tax-favored arrangements during a year are
counted in determining whether any distributions are above the floor amount and
are subject to the 15% penalty tax. There are special rules for grandfathered
amounts and for lump sum distributions from qualified plans. Under current law,
this 15% penalty tax will not apply during calendar years 1997, 1998 and 1999
(however, a related estate tax 15% penalty tax on certain excess amounts
remaining in tax-favored arrangements upon your death continues to apply during
these years). Consult your tax advisor for additional information on these
penalty tax rules.

How are Nondeductible Contributions Taxed When They are Withdrawn?

A withdrawal of nondeductible contributions (not including earnings) will
be tax-free. However, if you made both deductible and nondeductible IRA
contributions, then each distribution will be treated as partly a return of your
nondeductible contributions (not taxable) and partly a distribution of
deductible contributions and earnings (taxable). The nontaxable amount is the
portion of the amount withdrawn which bears the same ratio as your total
nondeductible IRA contributions bear to the total balance of all your IRAs
(including rollover IRAs and SEPs).

For example, assume that you made the following IRA contributions:

Year Deductible Nondeductible
---- ---------- -------------
1993 $2,000
1994 $2,000
1995 $1,000 $1,000
1996 $1,000
--------- ------
$5,000 $2,000

In addition assume that your IRA has total investment earnings through 1997
of $1,000. During 1997 you withdraw $500. Your total account balance as of
12-31-97 is $7,500 as shown below.

Deductible Contributions $5,000
Nondeductible Contributions $2,000
Earnings On IRAs $1,000
Less 1997 Withdrawal $ 500
------
Total Account Balance as of 12/31/97 $7,500

To determine the nontaxable portion of your 1997 withdrawal, the total 1997
withdrawal ($500) must be multiplied by a fraction. The numerator of the
fraction is the total of all nondeductible contributions

remaining in the account before the 1997 withdrawal ($2,000). The denominator is
the total account balance as of 12-31-97 ($7,500) plus the 1997 withdrawal
($500) or $8,000. The calculation is:

Total Remaining
Nondeductible Contributions $2,000
--------------------------- ------ x $500 = $125
Total Account Balance $8,000

Thus, $125 of the $500 withdrawal in 1997 will not be included in your
taxable income. The remaining $375 will be taxable for 1997. In addition, for
future calculations the remaining nondeductible contribution total will be
$2,000 minus $125, or $1,875.

A loss in your IRA investment may be deductible. You should consult your
tax advisor for further details on the appropriate calculation for this
deduction if applicable.

TAX MATTERS

What IRA Reports does the Custodian Issue?

The Custodian will report all withdrawals to the IRS and the recipient on
the appropriate form. For reporting purposes, a direct transfer of assets to a
successor custodian or trustee is not considered a withdrawal.

The Custodian will report to the IRS the year-end value of your account and
the amount of any rollover or regular contribution made during a calendar year,
as well as the tax year for which a contribution is made. Unless the Custodian
receives an indication from you to the contrary, it will treat any amount as a
contribution for the tax year in which it is received. It is most important that
a contribution between January and April 15th for the prior year be clearly
designated as such.

What Tax Information Must I Report to the IRS?

You must file Form 5329 with the IRS for each taxable year for which you
made an excess contribution, or you take a premature withdrawal, or you withdraw
less than the required minimum amount from your IRA.

You must also report each nondeductible contribution to the IRS by
designating it a nondeductible contribution on your tax return. Use Form 8606.
In addition, for any year in which you make a nondeductible contribution or take
a withdrawal, you must include additional information on your tax return. The
information required includes: (1) the amount of your nondeductible
contributions for that year; (2) the amount of withdrawals from IRAs in that
year; (3) the amount by which your total nondeductible contributions for all the
years exceed the total amount of your distributions previously excluded from
gross income; and (4) the total value of all your IRAs as of the end of the
year. If you fail to report any of this information, the IRS will assume that
all your contributions were deductible. This will result in the taxation of the
portion of your withdrawals that should be treated as a nontaxable return of
your nondeductible contributions.

Are IRA Withdrawals subject to Withholding?

Federal income tax will be withheld at a flat rate of 10% from any
withdrawal from your IRA, unless you elect not to have tax withheld. Withdrawals
from an IRA are not subject to the mandatory 20% income tax withholding that
applies to most distributions from qualified plans or 403(b) accounts that are
not directly rolled over to another plan or IRA.

Are the Earnings on my IRA Funds Taxed?

Any earnings on investments held in your IRA are generally exempt from
federal income taxes and will not be taxed until withdrawn by you, unless the
tax exempt status of your IRA is revoked.

ACCOUNT TERMINATION

You may terminate your IRA at any time after its establishment by sending a
complete withdrawal form, or a transfer authorization form, to:

STATE STREET BANK AND TRUST COMPANY
P.O. Box
Boston, MA

Your IRA with State Street Bank will terminate upon the first to occur of
the following:

- The date your properly executed withdrawal form (as described above)
withdrawing your total IRA balance is received and accepted by the
Custodian or, if later, the termination date specified in the withdrawal
form.

- The date the IRA ceases to qualify under the tax code. This will be
deemed a termination.

- The transfer of the IRA to another custodian/trustee.

- The rollover of the amounts in the IRA to another custodian/trustee.

Any outstanding fees must be received prior to such a termination of your
account.

The amount you receive from your IRA will be treated as a withdrawal, and
thus the rules relating to IRA withdrawals will apply. For example, if the IRA
is terminated before you reach age 59-1/2, the 10% early withdrawal penalty may
apply on the amount you receive.

IRA DOCUMENTS

The terms contained in Articles I to VII of the State Street Bank and Trust
Company Individual Retirement Custodial Account document have been promulgated
by the IRS in Form 5305-A for use in establishing an IRA custodial account that
meets the requirements of the tax laws for a valid IRA. This IRS approval
relates only to the form of Articles I to VII and is not an approval of the
merits of the IRA or of any investment permitted by the IRA.

[ADDRESS]

ORBITEX GROUP OF FUNDS

State Street Bank and Trust Company
Individual Retirement Custodial Account

Instructions for Opening Your IRA

1. Read carefully the IRA Disclosure Statement, the Individual Retirement
Custodial Account document, the Adoption Agreement, and the
prospectus(es) for any Fund(s) you are considering. Consult your lawyer
or other tax adviser if you have any questions about how opening an IRA
will affect your financial and tax situation.

2. Complete the Adoption Agreement

- Print the identifying information in Part 1 of the form.

- In Part 2, check the box that shows the type of IRA you are
opening.

If this is an Accumulation IRA (an IRA to which you expect to
make contributions each year), enclose a check in the amount
of your first contribution. Be sure to indicate whether this
is a contribution for last year or for the current year.

- In Part 3, indicate your investment choices.

- Sign and date the Adoption Agreement at the end.

3. If you are transferring assets directly from your existing IRA to this
IRA, complete the Transfer of IRA Assets Form.

4. Complete and sign the Designation of Beneficiary.

5. Enclose a separate check for $ _______________ payable to
_________________________. This is to pay the custodian fee for opening
the IRA and the first year's annual maintenance fee.

6. Check to be sure you have properly completed all necessary forms and
enclosed a check for the custodian's fees and a check for the first
contribution to your State Street Bank IRA (if applicable). Your IRA
cannot be accepted without the properly completed documents or the
custodian fees.

Send the completed forms and checks to:

[ADDRESS]

ORBITEX GROUP OF FUNDS

INDIVIDUAL RETIREMENT ACCOUNT DISCLOSURE STATEMENT SUPPLEMENT

New laws have made changes to the rules governing your IRA. These
changes, which are effective January 1, 1997, are summarized below. Please keep
this summary with your IRA disclosure statement (the pamphlet summarizing the
rules governing your IRA).

1. Married IRA Owners -- New Contribution Limits

Under the old rules, for a married (filing jointly) couple
with only one spouse earning compensation, each spouse could have an IRA, but
the contributions to both IRAs for a year were limited to $2,250.

Under the new rules, if you are married (filing jointly) and
each spouse establishes an IRA, each spouse may contribute up to $2,000 to his
or her IRA for a year as long as the combined compensation of both spouses for
the year (as shown on your joint income tax return) is at least $4,000. If the
combined compensation of both spouses is less than $4,000, the higher
compensated spouses's IRA contribution may be any amount up to that spouse's
compensation, or $2,000 if less. The lower compensated spouse's IRA contribution
may be any amount up to that spouse's compensation plus any amount by which the
higher compensated spouse's compensation exceeds the higher compensated spouse's
IRA contribution.

2. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ -- New Penalty-Free Withdrawals

Most withdrawals from an IRA before age 59-1/2 are subject to
a 10% penalty tax in addition to regular income taxes. In certain situations,
withdrawals before age 59-1/2 are not subject to the 10% penalty. The new rules
add two situations in which the penalty is not imposed.

First, withdrawals during a year are not subject to the 10%
penalty tax to the extent that the withdrawals do not exceed the amount of your
deductible medical expenses for the year. Generally speaking, medical expenses
paid during a year are deductible if they are greater than 7-1/2% of your
adjusted gross income for the year.

Second, withdrawals are not subject to the 10% penalty if they
do not exceed the premiums you paid for health insurance coverage for yourself,
your spouse and dependents. This exception is available only if you have been
unemployed and received federal or state unemployment compensation for at least
12 weeks. Withdrawals during the year in which you received the unemployment
compensation or during the following year are eligible for this exception, but
not any withdrawals after you have been reemployed for at least 60 days.

3. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ -- Excess Withdrawal Penalty Waived

One new rule affects individuals with very large balances in
their IRAs (and other tax-favored retirement plans). Under current tax rules,
there is a 15% penalty tax on distributions to you during a year from all IRAs
and other tax-favored retirement plans above a threshold amount. For 1997, the
threshold will be $160,000 (it is indexed annually for cost-of-living changes).

Under one of the new laws, the 15% penalty tax described in
the preceding paragraph will not apply to withdrawals from your IRA by you (or
to distributions to you from other tax-favored retirement plans) during calendar
years 1997, 1998 and 1999. However, a related 15% penalty tax on certain excess
amounts remaining in your IRAs or retirement plan accounts upon your death
continues to apply during these years. Consult your tax adviser to determine
whether it would be advantageous for you to make withdrawals from your IRA (or
receive distributions from other retirement plan accounts) during this
three-year period.

-2-

ORBITEX GROUP OF FUNDS

IMPORTANT -- CHANGES TO IRA RULES

Dear IRA Owner:

Last summer, President ▇▇▇▇▇▇▇ signed two new laws that make changes to
the rules governing your Orbitex Group of Funds IRA. These changes, which are
effective starting January 1, 1997, are summarized below. Please keep this
summary with your IRA disclosure statement (the pamphlet describing the rules
governing your IRA that you received when you set up your IRA). [If you have any
questions, please call [name and/or telephone number for questions].]

1. Married IRA Owners -- New Contribution Limits

Under the old rules, for a married couple with only one spouse
earning compensation, each spouse could have an IRA, but the contributions to
both IRAs for a year were limited to $2,250.

2. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ -- New Penalty-Free Withdrawals

Most withdrawals from an IRA before age 59-1/2 are subject to
a 10% penalty tax in addition to regular income taxes. In certain situations,
withdrawals before age 59-1/2 are

not subject to the 10% penalty. The new rules add two situations in which the
penalty is not imposed.

3. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ -- Excess Withdrawal Penalty Waived

The 15% penalty tax described in the preceding paragraph will
not apply to withdrawals from your IRA by you (or to distributions to you from
other tax-favored retirement plans) during calendar years 1997, 1998 and 1999.
However, a related 15% penalty tax on certain excess amounts remaining in your
IRAs or retirement plan accounts upon your death continues to apply during these
years. Consult your tax adviser to determine whether it would be advantageous
for you to make withdrawals from your IRA (or receive distributions from other
retirement plan accounts) during this three-year period.

-2-

Exhibit 14 Form of Individual Retirement Account Plan ORBITEX GROUP OF FUNDS State Street Bank and Trust Company Individual Retirement Custodial Account Adoption Agreement I, the person signing this Adoption Agreement (hereinafter called the...

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