LOGO COMBINED TRADITIONAL/ROTH IRA

UNIVERSAL INDIVIDUAL RETIREMENT ACCOUNT
INFORMATION KIT

(EFFECTIVE JANUARY 1, 1998)

LOGO

COMBINED
TRADITIONAL/XXXX

XXX

UNIVERSAL IRA ADOPTION AGREEMENT & TRANSFER FORM

Table of Contents

Section One
* Introduction 1
* Differences in Xxxx and Traditional IRAs 2
* Instructions for Opening Xxxx and Traditional IRAs 4
* IRA Forms and Applications (after page 6) i-iv
* IRA Transfer Form (after page 6) v

Section Two
* Descriptions, Questions & Answers on Traditional IRAs 7
* Descriptions, Questions & Answers on Xxxx IRAs 13
* IRA Transfers and Rollovers -
Including Questions & Answers on Conversions from
a Traditional IRA to a Xxxx XXX 15

Section Three
* Rules for all IRA Accounts (Traditional and Xxxx) 20
* Custodial Agreement for Traditional IRAs 23
* Custodial Agreement for Xxxx IRAs 25
* Provisions Applicable to Both Traditional and Xxxx IRAs 27

State Street Bank and Trust Company
Universal IRA Information Kit

INTRODUCTION
------------
What's New In The World Of IRAs?

An Individual Retirement Account ("Traditional IRA") has always provided an
attractive means to save money for the future on a tax advantaged basis. Recent
changes to Federal tax law have now made the IRA an even more flexible
investment and savings vehicle. Among the changes is the creation of the Xxxx
Individual Retirement Account ("Xxxx XXX"), which was first available for use
starting January 1, 1998. Under a Xxxx XXX, the earnings and interest on an
individual's nondeductible contributions grow without being taxed, and
distributions may be tax-free under certain circumstances. Most taxpayers
(except for those with very high income levels) will be eligible to contribute
to a Xxxx XXX. A Xxxx XXX can be used instead of a Traditional IRA, to replace
an existing Traditional IRA, or complement a Traditional IRA you wish to
continue maintaining.

Taxpayers with adjusted gross income of up to $100,000 are eligible to
convert existing Traditional IRAs into Xxxx IRAs. If you convert early in a year
and later turn out to be ineligible because your gross income exceeds $100,000
(or for other reasons you wish to reverse the conversion), you can
"recharacterize" the conversion by transferring the amount in the converted Xxxx
XXX back to a Traditional IRA. The details on conversion (and
recharacterization) are found later in this booklet.

Other IRA changes effective starting in 1998 are as follows: First,
Congress increased the income levels at which IRA holders who participate in
employer-sponsored retirement plans can make deductible Traditional IRA
contributions. Also the rules for deductible contributions by an XXX xxxxxx
whose spouse is a participant in an employer-sponsored retirement plan have been
liberalized. Second, the 10% penalty tax for premature withdrawals (before age
59 1/2) will no longer apply in the case of withdrawals to pay certain higher
education expenses or certain first-time homebuyer expenses. Also starting in
the year 2000, the 10% penalty tax will not apply to any amount distributed to
the IRS under a levy for unpaid taxes.

What's In This Kit?

In this Kit you will find detailed information about Xxxx IRAs and about
the changes that have been made to Traditional IRAs. You will also find
everything you need to establish and maintain either a Traditional or Xxxx XXX,
or to convert all or part of an existing Traditional IRA to a Xxxx XXX.

The first section of this Kit contains the instructions and forms you will
need to open a new Traditional or Xxxx XXX, to transfer from another IRA to a
State Street Bank and Trust IRA, or to convert a Traditional IRA to a Xxxx XXX.

The second section of this Kit contains our Universal IRA Disclosure
Statement. The Disclosure Statement is divided into three parts:

* Part One describes the basic rules and benefits that are specifically
applicable to your Traditional IRA.

* Part Two describes the basic rules and benefits that are specifically
applicable to your Xxxx XXX.

* Part Three describes important rules and information applicable to all
IRAs.

The third section of this Kit contains the Universal IRA Custodial
Agreement. The Custodial Agreement is also divided into three parts:

* Part One contains provisions specifically applicable to Traditional
IRAs.

* Part Two contains provisions specifically applicable to Xxxx IRAs.

* Part Three contains provisions applicable to all IRAs (Traditional and
Xxxx).

What's the Difference Between a Traditional IRA and a Xxxx XXX?

With a Traditional IRA, an individual can contribute up to $2,000 per year
and may be able to deduct the contribution from taxable income, reducing current
income taxes. Taxes on investment growth and dividends are deferred until the
money is withdrawn. Withdrawals are taxed as additional ordinary income when
received. Nondeductible contributions, if any, are withdrawn tax-free.
Withdrawals before age 59 1/2 are assessed a 10% penalty in addition to income
tax, unless an exception applies.

With a Xxxx XXX, the contribution limits are essentially the same as
Traditional IRAs, but there is no tax deduction for contributions. All dividends
and investment growth in the account are tax-free. Most important with a Xxxx
XXX: There is no income tax on qualified withdrawals from your Xxxx XXX.
Additionally, unlike a Traditional IRA, there is no rule against making
contributions to Xxxx IRAs after turning age 7O 1/2, and there's no requirement
that you begin making minimum withdrawals at that age.

The following chart highlights some of the major differences between a
Traditional IRA and a Xxxx XXX:

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Characteristics Traditional Xxxx
XXX IRA
-----------------------------------------------------------------------------------------------------------------------------------

Eligibility * Individuals (and their spouses) who * Individuals (and their spouses) who
receive compensation receive compensation
* Individuals age 7O 1/2 and over may * Individuals age 7O 1/2 and over may
not contribute contribute
-----------------------------------------------------------------------------------------------------------------------------------
Tax Treatment of Contributions * Subject to limitations, contributions are * No deduction permitted for amounts
deductible contributed
-----------------------------------------------------------------------------------------------------------------------------------
Contribution Limits * Individuals may contribute up to $2,000 * Individuals may generally contribute up
annually (or 100% of compensation, if to $2,000 (or 100% of compensation, if
less) less)
* Deductibility depends on income level * Ability to contribute phases out at
for individuals who are active income levels of $95,000 to $110,000
participants in an employer-sponsored (individual taxpayer) and $150,000 to
retirement plan $160,000 (married taxpayers)
* Overall limit for contributions to
Traditional and Xxxx IRAs (but not
including SEP or SIMPLE IRAs) is
$2,000 annually (or 100% of
compensation, if less)
-----------------------------------------------------------------------------------------------------------------------------------
Earnings * Earnings and interest are not taxed * Earnings and interest are not taxed
when received by your IRA when received by your IRA
-----------------------------------------------------------------------------------------------------------------------------------
Rollover/Conversions * Individual may rollover amounts held in * Rollovers from other IRAs only
employer-sponsored retirement * Amounts rolled over (or converted)
arrangements (401(k), SEP IRA, etc.) from another IRA are subject to income
tax free to Traditional IRA tax in the year rolled over or converted
* Tax on amounts rolled over or converted
in 1998 may be spread over four year
period (1998-2001)
-----------------------------------------------------------------------------------------------------------------------------------
Withdrawals * Total (principal + earnings) taxable as * Not taxable as long as a qualified
income in year withdrawn (except for distribution-generally, account open
any prior non-deductible contributions) for 5 years, and age 59 1/2
* Minimum withdrawals must begin after * Minimum withdrawals not required
age 7O 1/2 after age 70 1/2
-----------------------------------------------------------------------------------------------------------------------------------

Is a Xxxx or a Traditional IRA Right For Me?

We cannot act as your legal or tax adviser and so we cannot tell you which
kind of IRA is right for you. The information contained in this Kit is intended
to provide you with the basic information and material you will need if you
decide whether a Traditional or Xxxx XXX is better for you, or if you want to
convert an existing Traditional IRA to a Xxxx XXX. We suggest that you consult
with your accountant, lawyer or other tax adviser, or with a qualified financial
planner, to determine whether you should open a Traditional or Xxxx XXX or
convert any or all of an existing Traditional IRA to a Xxxx XXX. Your tax
adviser can also advise you as to the state tax consequences that may affect
whether a Traditional or Xxxx XXX is right for you.

SEPs and SIMPLEs.

The State Street Bank Traditional IRA may be used in connection with a
simplified employee pension ("SEP") plan maintained by your employer. To
establish a Traditional IRA as part of your Employer's SEP plan, complete the
Adoption Agreement for a Traditional IRA, indicating in the proper box that the
IRA is part of a SEP plan. A Xxxx XXX should not be used in connection with a
SEP plan.

A Xxxx XXX may not be used as part of an employer SIMPLE IRA plan.
(However, after two years amounts contributed to a SIMPLE IRA may be converted
to a Xxxx XXX.) A Traditional IRA may be used, but only after an individual has
been participating for two or more years (for the first two years, only a
special SIMPLE IRA may be used). SIMPLE IRA plans were added by the 1996 tax law
to provide an easy and inexpensive way for small employers to provide retirement
benefits for their employees. If you are interested in a SIMPLE IRA plan at your
place of employment, call or write to the number or address given at the end of
the Disclosure Statement portion of this Kit.

Other Points to Note.

The Disclosure Statement in this Kit provides information you should know
about State Street Bank and Trust Company Traditional IRAs and Xxxx IRAs. The
Disclosure Statement provides general information about the governing rules for
these IRAs and the benefits and features offered through each type of IRA.
However, the State Street Bank and Trust Company Adoption Agreement and the
Custodial Agreement, are the primary documents controlling the terms and
conditions of your personal State Street Bank and Trust Company Traditional or
Xxxx XXX, and these shall govern in the case of any difference with the
Disclosure Statement.

You or your when used throughout this Kit refer to the person for whom the
State Street Bank and Trust Company Traditional or Xxxx XXX is established. A
Xxxx XXX is either a State Street Bank and Trust Company Xxxx XXX or any Xxxx
XXX established by any other financial institution. A Traditional IRA is any
non-Xxxx XXX offered by State Street Bank and Trust Company or any other
financial institution.

PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.

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

Instructions for Opening Your Traditional IRA or Xxxx XXX

1. Read carefully the applicable sections of the Universal IRA Disclosure
Statement contained in this Kit, the Traditional or Xxxx Universal
Individual Retirement Account Custodial Agreement document (as applicable),
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 a Traditional IRA or Xxxx XXX will affect your
financial and tax situation.

This Universal Individual Retirement Account Information Kit contains
information and forms for both Traditional IRAs and Xxxx IRAs. However, you
may use the Adoption Agreement to establish only one Traditional IRA or one
Xxxx XXX; separate Adoption Agreements must be completed if you want to
establish multiple (Xxxx or Traditional) IRA accounts. In addition, if you
are establishing a Xxxx XXX, we require separate Adoption Agreements for a
Xxxx XXX to hold annual contributions and a Xxxx XXX to hold conversion
contributions, and, if you make conversion contributions for different
calendar years, you should establish separate Xxxx XXX Accounts for each
calendar year. Separate Xxxx XXX Accounts are needed to facilitate proper
recordkeeping and tax reporting of withdrawals.

2. Complete the Adoption Agreement.

* Print the identifying information where requested in Part 1 of the
Adoption Agreement.

* Make your desired IRA election in Part 2 as follows:

For a Traditional IRA, check the box for Part A and check the other
boxes in Part A to specify the type of Traditional IRA you are opening
and provide the registered information.

If this is an IRA to which you expect to make annual contributions
each year, check Box 1 and enclose a check in the amount of your first
contribution. If you are making an annual contribution between January
1 and April 15, be sure to indicate whether this is a contribution for
the prior year or for the current year.

If this is a transfer directly from another IRA custodian or trustee,
check Box 2. Check the appropriate box to indicate whether the funds
transferred were originally from contributions to an employee
qualified plan or a 403(b) arrangement, or whether any of the funds
were originally from your annual contributions to the IRA. Complete
and sign the Universal IRA Transfer of Assets Form.

If this is a rollover of amounts distributed to you from another IRA
or an employer qualified plan or a 403(b)arrangement, check Box 3.
Check the appropriate box to indicate whether the transfer is coming
from a qualified plan or 403(b) arrangement, or from an IRA that held
only funds that were originally from contributions to a qualified plan
or 403(b), or whether any of the funds were originally from your
annual contributions to the IRA. Enclose a check for the rollover
contribution amount.

If this is a direct rollover from a qualified plan or 403(b)
arrangement, check Box 4. Complete and sign the Universal IRA Transfer
of Assets Form.

If this is a "recharacterization" of a Xxxx XXX you previously
established originally by converting from a Traditional (or other)
IRA, check Box 5. If State Street Bank is the Xxxx XXX Custodian,
indicate the current account number. If there is a different trustee
or custodian of your current Xxxx XXX, complete and sign the Universal
IRA Transfer of Assets Form. A recharacterization must be completed by
the due date (including extensions) for your federal income tax return
for the year when you established the Xxxx XXX in the first place.

Recharacterization is subject to complex tax rules; consult the IRS or
your professional tax adviser if necessary.

Check Box 6 if applicable (for a Traditional IRA that will be used to
receive employer contributions under an employer's simplified employee
pension (or SEP) plan or under a grandfathered salary reduction SEP
plan (or "SARSEP").

* For a Xxxx XXX, check the box for Part B. Check the other boxes in
Part B to specify the type of Xxxx XXX you are opening and provide the
requested information.

If this is a Xxxx XXX to which you expect to make annual contributions
each year, enclose a check in the amount of your first contribution.
If you are making an annual contribution between January 1 and April
15, be sure to indicate whether this is a contribution for the prior
year or for the current year. Only annual contributions may be
accepted in an annual contribution Xxxx XXX account.

If you are converting an existing Traditional IRA with State Street
Bank and Trust Company as IRA custodian or trustee, check Box 2.
Indicate your current IRA account number and how much you are
converting. Conversion of an existing Traditional IRA will result in
inclusion of taxable amounts in the existing Traditional IRA on your
income tax return. Carefully read and, if needed, complete the section
entitled Tax Withholding Election for Conversion. You may elect to
have income taxes withheld if you want, but this may be
disadvantageous. Unless you elect, there will be no withholding. Note:
If a conversion, rollover or transfer from a Traditional IRA to a Xxxx
XXX is being made, only amounts converted, rolled over or transferred
during the same calendar year will be accepted in a single Xxxx XXX. A
separate Xxxx XXX must be established to hold such amounts from a
different calendar year. Annual contributions may not be deposited in
a Xxxx XXX holding such converted, rolled over or transferred amounts.

If you are making a rollover or a transfer from an existing
Traditional IRA with a different custodian or trustee, check Box 3. A
rollover or transfer from an existing Traditional IRA means that the
taxable amount in the existing Traditional IRA will be treated as
additional income on your income tax return.

You can also convert, transfer or rollover a SEP IRA account you have
as part of an employer simplified employee pension program, or a
SIMPLE IRA you have as part of an employer SIMPLE IRA program. (A
SIMPLE IRA must have been in existence at least two years before it
can be converted to a Xxxx XXX.) Fill out Part 2 as if you were
converting, transferring or rolling over a Traditional IRA.

If you are making a rollover or a transfer from another Xxxx XXX with
a different trustee or custodian, check Box 4. Provide the requested
information where indicated.

* In Part 3, indicate your investment choices.

* In Part 4, indicate your Primary and Alternate Beneficiaries.
(Signature by your spouse on the spousal waiver may be needed if you
reside in a community or marital property state and if the beneficiary
is other than your spouse.)

* Sign and date the Adoption Agreement in Part 5 at the end.

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

4. The Custodial fees for maintaining your IRA are listed in the fees and
expenses section of Part Three of the Disclosure Statement. If you are
paying by check, enclose a check for the correct amount payable as
specified below. If you do not pay by check, the correct amount will be
taken from your Account.

5. Check to be sure you have properly completed all necessary forms and
enclosed a check for the Custodial fees (unless being withdrawn from your
Account) and a check for the first contribution to your Traditional or Xxxx
XXX (if applicable). Your Traditional IRA or Xxxx XXX cannot be accepted
without the properly completed documents.

All checks should be payable to: "Permanent Portfolio Family of Funds, Inc."

Send the completed forms and checks to:

The Permanent Portfolio Family of Funds, Inc.
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, Massachusetts 02208
(for overnight delivery services,
00 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000)
0-000-000-0000
In Mass. 0-000-000-0000

PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.

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

I, the person signing this Adoption Agreement (hereinafter called the
"Depositor"), establish an Individual Retirement Account ("IRA"), which is
either a Traditional IRA or a Xxxx XXX, as indicated below, (the "Account") with
State Street Bank and Trust Company as Custodian ("the Bank"). A Traditional IRA
operates under Internal Revenue Code Section 408(a). A Xxxx XXX operates under
Internal Revenue Code Section 408A. I agree to the terms of my Account, which
are contained in the applicable provisions of the document entitled "State
Street Bank and Trust Company Universal Individual Retirement Account Custodial
Agreement" 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.

Part 1.Depositor Information Social Security Number

- -
-- -- -- -- -- -- -- -- --
--------------------------------------
Print Full Name

--------------------------------------- ---------------------------------------
Address U. S. State or Foreign Country of
Permanent Residence

--------------------------------------- ---------------------------------------
Date of Birth

( )
--------------------------------------- ---------------------------------------
City State Zip Daytime Telephone No.
--------------------------------------------------------------------------------
Part 2. IRA Election

INSTRUCTIONS: To establish a Traditional IRA, check Box A and complete that
section. To establish a Xxxx XXX, check Box B and complete that section. (In
either case, complete Part 3 to select your investment choices, and sign at the
end of Part 5.)

-- A. TRADITIONAL IRA -- By checking this box, I designate my Account as a
Traditional IRA under Code Section 408(a). (Complete 1, 2, 3, 4 or 5
below to indicate the type of Traditional IRA you are opening. Check
box 6, if applicable.)

1.-- Annual Contributions

Current Contribution for the year . Check enclosed for
---------------
$ .
--------------------

This contribution does not exceed the maximum permitted amount as
described in the Traditional IRA Disclosure Statement.

2.-- Transfer

Transfer of existing Traditional IRA directly from current Custodian
or Trustee. Complete the Universal IRA Transfer of Assets Form.

-- The transferring IRA held annual contributions by me (or amounts
transferred or rolled over from another IRA holding annual
contributions).

-- The transferring IRA held only amounts that were originally
contributions to an employer qualified plan or 403(b) plan.

3.-- Rollover

The requirements for a valid rollover are complex. See the Traditional
IRA Disclosure Statement for additional information and consult your
tax adviser for help if needed. Check enclosed for
$ .
----------------------------

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

-- Rollover of distribution to the Depositor from another
Traditional IRA that held amounts that originated from annual
contributions by the Depositor.

4.-- 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 Traditional IRA Disclosure
Statement. Complete the Universal IRA Transfer of Assets Form.

5.-- Recharacterization of existing Xxxx XXX

-- with State Street Bank and Trust Company as Custodian. Give
current Xxxx XXX Account No.: . Put amount
---------------
recharacterized, if less than entire account balance:
$ . (If no amount is inserted here, we will
-------------
recharacterize the entire account balance.)

-- with another Custodian or Trustee: Complete the Universal IRA
Transfer of Assets Form.

6.-- SEP Provision
check here if the Depositor intends to use this Account in connection
with a SEP Plan or grandfathered SARSEP Plan established by the
Depositor's employer.

-- X. XXXX XXX -- By checking this box, I designate my Account as a Xxxx XXX
under Code Section 408A. (Complete 1, 2, 3 or 4 below to indicate the
type of Xxxx XXX you are opening.)

1.-- Annual Contributions

Current Contribution for the year . Check enclosed for
-----------
$ .
-------------------

This contribution does not exceed the maximum permitted amount as
described in the Xxxx XXX Disclosure Statement.

2.-- Conversion of existing Traditional IRA with State Street Bank as
Custodian or Trustee to a Xxxx XXX with State Street Bank. Current
Traditional IRA Account No.: .
----------------------

Amount Converted:

-- All

-- Part (specify how much): $ .
-----------------------

Tax Withholding Election for Conversion
Under IRS rules, a conversion of a Traditional IRA to a Xxxx XXX is
treated for income tax purposes as a distribution of taxable amounts
in the Traditional IRA. IRS rules also require the custodian to
withhold 10% of the conversion amount for federal income taxes unless
you elect no withholding below. See IRS Publication 505, "Tax
Withholding and Estimated Tax" for more information. State tax
withholding may also apply if federal income tax is withheld.

Caution: Withholding income taxes from the amount converted (instead
of paying applicable income taxes from another source) may adversely
impact the expected financial benefits of converting from a
Traditional to a Xxxx XXX (consult your financial adviser if you have
a question). Because of this impact, by electing to convert a
Traditional IRA to a Xxxx XXX, you are deemed to elect no withholding
unless you check the box below:

-- Withhold 10% for federal income taxes (if you want a greater
percentage, put it here: %).
-------------
3.-- Rollover or Transfer from existing Traditional IRA with a Custodian or
Trustee other than State Street Bank to a Xxxx XXX with State Street
Bank.

4.-- Rollover or Transfer from existing Xxxx XXX with another Custodian or
Trustee to a Xxxx XXX with State Street Bank.

Date existing Xxxx XXX was originally opened:
--------------
-- Check this box if this rollover or transfer contains any amounts
converted from a Traditional IRA to a Xxxx XXX in calendar year
1998.

Complete the Universal IRA Transfer of Assets Form if either 3 or 4 is
checked and the transaction is a transfer (as opposed to a rollover).

Note: To facilitate proper recordkeeping and tax reporting for your Xxxx
XXX, we require separate Xxxx XXX accounts to hold annual contributions and
to hold conversion amounts. If you wish to make both annual contributions
and conversion contributions by converting, transferring or rolling over an
existing Traditional IRA, please complete different Adoption Agreements to
set up separate Xxxx IRAs. If you are transferring or rolling over an
existing Xxxx XXX, please set up separate Xxxx IRAs for a transfer/rollover
of an annual contributions Xxxx XXX and a conversion Xxxx XXX.
--------------------------------------------------------------------------------
Part 3. Investments

Invest contributions to my Account as follows:

-- Permanent Portfolio invests in gold, silver,
Swiss franc assets, stocks of real estate and
natural resource companies, aggressive U.S.
stocks, and high-grade U.S. dollar assets. %
----

-- Treasury Xxxx Xxxxxxxxx invests exclusively
in U.S.Treasury securities. %
----

-- Aggressive Growth Portfolio invests in
aggressive U.S. stock market investments. %
----

-- Versatile Bond Portfolio invests in short-term,
high-grade corporate bonds. %
----
Must Total 100%

I acknowledge that I have sole responsibility for my investment choices and
that I have received the current prospectus of Permanent Portfolio Family
of Funds, Inc. (the "Fund"). Please read the Fund's prospectus before
investing.

-- Portfolio Switching (Exchange)

I authorize Permanent Portfolio Family of Funds, Inc. to honor portfolio
switching instructions (instructions to exchange one investment for
another) received by telephone or in writing without signature guarantee.

Part 4. Designation of Beneficiary

Note: Any amount remaining in the Account that is not disposed of by a proper
Designation of Beneficiary will be distributed to your estate (unless otherwise
required by the laws of your state of residence). You may change the
beneficiary(ies) named below at anytime by filing a new Designation of
Beneficiary with the Custodian. Any subsequent Designation filed with the
Custodian will revoke all prior Designations, even if the subsequent designation
does not dispose of your entire account.

As Depositor, I hereby make the following Designation of Beneficiary in
accordance with the State Street Bank and Trust Company Traditional Universal
Individual Retirement Account Custodial Agreement, or Xxxx Universal Individual
Retirement Custodial Agreement:

In the event of my death, pay any interest I may have under my Account to the
following Primary Beneficiary or Beneficiaries who 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:

Name Relationship Date of Birth Social Security Number Proportion

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

If none of the Primary Beneficiaries survives me, pay any interest I may have
under my Account to the following Alternate Beneficiary or Beneficiaries who
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:

Name Relationship Date of Birth Social Security Number Proportion

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

IMPORTANT: This Designation of Beneficiary may have important tax or estate
planning effects. Also, if you are married and reside in a community property or
marital property state (Arizona, California, Idaho, Louisiana, Nevada, New
Mexico, Texas, Washington or Wisconsin), 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.

--------------------------------------------------------------------------------
SPOUSAL (This section should be reviewed if the Depositor is married and
CONSENT designates a beneficiary other than the spouse. It is the Depositor's
responsibility to determine if this section applies. The Depositor may
need to consult with legal counsel. Neither the Custodian nor the
Sponsor are liable for any consequences resulting from a failure of
the Depositor to provide proper spousal consent.)

I am the spouse of the above-named Depositor. I acknowledge that I
have received a full and reasonable disclosure of my spouse's property
and financial obligations. Due to any possible consequences of giving
up my community or marital property interest in this IRA, I have been
advised to see a tax professional or legal adviser.

I hereby consent to the beneficiary designation(s) indicated above. I
assume full responsibility for any adverse consequence that may
result. No tax or legal advice was given to me by the Custodian or
Sponsor.

------------------------------------------ -----------------------
SIGNATURE OF SPOUSE DATE

------------------------------------------ -----------------------
SIGNATURE OF WITNESS FOR SPOUSE DATE
--------------------------------------------------------------------------------
Part 5. Certifications and Signatures

If the Depositor has indicated a Traditional IRA Rollover or Direct Rollover
above, the 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 the Depositor are the same assets received by the Depositor in the
distribution being rolled over; if the distribution is from another Traditional
IRA, that the Depositor has not made another rollover within the one-year period
immediately preceding this rollover; that such distribution was received within
60 days of making the rollover to this Account; and that no portion of the
amount rolled over is a required minimum distribution under the required
distribution rules.

If the Depositor has indicated a Conversion, Transfer or a Rollover of an
existing Traditional IRA to a Xxxx XXX, the Depositor acknowledges that the
amount converted will be treated as taxable income (except for any prior
nondeductible contributions) for federal income tax purposes, and certifies that
no portion of the amount converted, transferred or rolled over is a required
minimum distribution under applicable rules. If the Depositor has elected to
convert an existing Traditional IRA with State Street Bank and Trust Company as
Custodian to a Xxxx XXX (Item 2 of Part B above) and has elected no withholding,
the Depositor understands that the Depositor may be required to pay estimated
tax and that insufficient payments of estimated tax may result in penalties. If
the Depositor has indicated a rollover from another Xxxx XXX (Item 4 of Part B
above), the Depositor certifies that the information given in Item 4 is correct
and acknowledges that adverse tax consequences or penalties could result from
giving incorrect information. The Depositor certifies that any rollover
contribution to the Xxxx XXX was completed within 60 days after the amount was
withdrawn from the other IRA.

The Depositor has received and read the applicable sections of the "State Street
Bank and Trust Company Universal Individual Retirement Account Disclosure
Statement" relating to this Account (including the Custodian's fee schedule),
the "State Street Bank and Trust Company Universal Individual Retirement Account
Custodial Agreement", and the "Instructions" pertaining to this Adoption
Agreement. The Depositor acknowledges receipt of the Universal Individual
Retirement Account Custodial Adoption Agreement and Universal Individual
Retirement Account Disclosure Statement at least 7 days before the date
inscribed below and acknowledges that the Depositor has no further right of
revocation.

The Depositor acknowledges that it is his/her sole responsibility to report all
contributions to or withdrawals from the Account correctly on his or her tax
returns, and to keep necessary records of all the Depositor's IRAs (including
any that may be held by another Custodian or Trustee) for tax purposes. All
forms must be acceptable to the Custodian and dated and signed by the Depositor.

------------------------------- Custodian Acceptance. State Street Bank and
Signature of Depositor 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 confirming the initial transaction
Date for the Account. 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
------------------------------------------

If the Depositor is a minor under the laws of the Depositor's state of
residence, a parent or guardian must also sign the Adoption Agreement here.
Until the Depositor reaches the age of majority, the parent or guardian will
exercise the powers and duties of the Depositor.

----------------------------------------------------------
Signature of Parent or Guardian

RETAIN A PHOTOCOPY OF THE COMPLETED ADOPTION AGREEMENT FOR YOUR RECORDS

PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.

State Street Bank and Trust Company
Universal Individual Retirement Account Custodial Agreement
Universal IRA Transfer of Assets Form

--------------------------------------------------------------------------------
1. NAME AND ADDRESS OF DEPOSITOR

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

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

--------------------------------------------------------------------------------
2. IDENTIFICATION OF RECEIVING ACCOUNT

This a transfer to a State Street Bank and Trust Company

-- Traditional IRA* -- SEP IRA* -- Xxxx XXX** -- SIMPLE IRA***

* You may not transfer from a Xxxx XXX to a Traditional IRA or a
simplified employee pension SEP IRA or SIMPLE IRA (unless this is a
recharacterization transaction as permitted under IRS rules-consult
the IRS or a tax professional for assistance, if needed). Transfers to
a Traditional IRA or SEP IRA may be made from another Traditional IRA
or SEP IRA, qualified employer plan, 403(b) arrangement, or a SIMPLE
IRA account (but not until at least 2 years after the first
contribution to your SIMPLE IRA account).

** Transfers to a Xxxx XXX are possible from another Xxxx XXX, from a
Traditional IRA, from a SEP IRA, or from a SIMPLE IRA (but not until
at least 2 years after the first contribution to the SIMPLE IRA
account), not from other types of tax-deferred accounts. A transfer to
a Xxxx XXX from another IRA will trigger federal income tax on the
taxable amount transferred from the other IRA. Note: If a conversion,
rollover or transfer from a Traditional IRA to a Xxxx XXX is being
made, only amounts converted, rolled over or transferred during the
same calendar year will be accepted in a single Xxxx XXX. A separate
Xxxx XXX must be established to hold such amounts from a different
calendar year. Annual contributions may not be deposited in a Xxxx XXX
holding such converted, rolled over or transferred amounts.

*** Transfers to a SIMPLE IRA may be made only from another SIMPLE IRA.
During the first two years after a SIMPLE IRA is established,
transfers from the SIMPLE IRA may be made only to another SIMPLE IRA;
after two years, transfers may be made from a SIMPLE IRA to a
Traditional IRA or to a Xxxx XXX.

If you already have a Traditional IRA, SEP IRA, SIMPLE IRA or Xxxx XXX,
indicate the Account No.: .
---------------------------
--------------------------------------------------------------------------------
3. TAX WITHHOLDING ELECTION (Complete Only For Transfer From Another Type of
IRA to a XXXX XXX)

Under IRS rules, a transfer or a Traditional IRA, SEP IRA or SIMPLE IRA to
a Xxxx XXX is treated for income tax purposes as a distribution of taxable
amounts in the other IRA. IRS rules also require the custodian to withhold
10% of the amount transferred for federal income taxes unless no
withholding has been elected. See IRS Publication 505, "Tax Withholding and
Estimated Tax" for more information. State tax withholding may also apply
if federal income tax is withheld. Caution: Withholding income taxes from
the amount transferred (instead of paying applicable income taxes from
another source) may adversely impact the expected financial benefits of
transferring from another IRA to a Xxxx XXX (consult your financial adviser
if you have a question). Because of this impact, by electing to convert a
Traditional IRA to a Xxxx XXX, you are deemed to elect no withholding
unless you check the box below: in so doing, by signing this form, you
acknowledge that you may be required to pay estimated tax and that
insufficient payments of estimated tax may result in penalties.

-- Withhold 10% for federal income taxes (if you want a greater
percentage, put it here: %).
----

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

Name of Custodian/Trustee
-------------------------------------------------

Attention: Mr./Ms.
---------------------------------------------------------

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

Identification of Sending Account (including Account No.)
-----------------

Please transfer assets from the above account to State Street Bank and
Trust Company. Transfer should be in cash according to the following
instructions:

-- Transfer the total amount in my or -- Transfer $ and
Account. -------------
retain the balance.

Make check payable to:

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

--------------------------------------------------------------------------------
5. 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 Account Custodial Agreement.

-- Invest the transferred
amount as follows: Permanent Portfolio -------%

Treasury Xxxx Xxxxxxxxx -------%

Aggressive Growth Portfolio -------%

Versatile Bond Portfolio -------%

Must Total 100%

I acknowledge that I have sole responsibility for my investment choices and that
I have received the Fund's current prospectus. Please read the prospectus before
investing.

I understand that the requirements for a valid transfer to a Traditional IRA,
SEP IRA, Xxxx XXX or SIMPLE IRA are complex and that I have the responsibility
for complying with all requirements and for the tax results of any such
transfer.

--------------------------------------------------------------------------------
6. SIGNATURE OF DEPOSITOR

The undersigned certifies to the present IRA Custodian or Trustee that the
undersigned has established a successor Individual Retirement Account
meeting the requirements of Internal Revenue Code Section 408(a), 408(k),
408(p) or 408A (as the case may be) to which assets will be transferred,
and certifies to State Street Bank and Trust Company that the IRA from
which assets are being transferred meets the requirements of Internal
Revenue Code Section 408(a), 408(k), 408(p) or 408A (as the case may be).

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

SIGNATURE GUARANTEE (only if required by current Custodian or Trustee;
signature by a notary public is not acceptable)
---

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

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

--------------------------------------------------------------------------------
7. 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 Account, and requests the liquidation and transfer of
assets as indicated above.

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

State Street Bank and Trust Company
Universal Individual Retirement Account
Disclosure Statement

Part One: Description of Traditional IRAs
-----------------------------------------
SPECIAL NOTE

Part One of the Disclosure Statement describes the rules applicable to
Traditional IRAs beginning January 1, 1998.

IRAs described in these pages are called "Traditional IRAs" to distinguish
them from the new "Xxxx IRAs" first available starting in 1998. Xxxx IRAs are
described in Part Two of this Disclosure Statement. Contributions to a Xxxx XXX
are not deductible (regardless of your AGI), but withdrawals that meet certain
requirements are not subject to federal income tax, so that dividends and
investment growth on amounts held in the Xxxx XXX can escape federal income tax.
Please see Part Two of this Disclosure Statement if you are interested in
learning more about Xxxx IRAs.

Traditional IRAs described in this Disclosure Statement may be used as part
of a simplified employee pension "SEP" plan maintained by your employer. Under a
SEP your employer may make contributions to your Traditional IRA, and these
contributions may exceed the normal limits on Traditional IRA contributions.
This Disclosure Statement 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 a SIMPLE IRA program.
Traditional IRAs may be used in connection with a SIMPLE IRA program, but for
the first two years of participation a special SIMPLE IRA (not a Traditional
IRA) is required.

YOUR TRADITIONAL IRA

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

Be sure to read Part Three of this Disclosure Statement for important
additional information, including information on how to revoke your Traditional
IRA, investments and prohibited transactions, fees and expenses, and certain tax
requirements.

ELIGIBILITY

What are the eligibility requirements for a Traditional IRA?

You are eligible to establish and contribute to a Traditional 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 a Traditional IRA for my spouse?

For each year before the year when your spouse attains age 70 1/2, you can
contribute to a separate Traditional 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 Traditional 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 Traditional IRA, separate from yours, to
which you contribute.

CONTRIBUTIONS

When can I make contributions to a Traditional IRA?

You may make a contribution to your existing Traditional IRA or establish a
new Traditional 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 Traditional 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 Traditional 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
Traditional IRA is $2,000 for the year.

If you (or your spouse) establish a new Xxxx XXX and make contributions to
both your Traditional IRA and a Xxxx XXX, the combined limit on contributions to
both your (or your spouse's) Traditional IRA and Xxxx XXX for a single calendar
year is $2,000.

How do I know if my contribution is tax deductible?

The deductibility of your contribution depends upon whether you are an
active participant in any employer-sponsored retirement plan. If you are not an
active participant, the entire contribution to your Traditional IRA is
deductible.

If you are an active participant in an employer-sponsored plan, your
Traditional IRA contribution may still be completely or partly deductible on
your tax return. This depends on the amount of your income (see below).

Similarly, the deductibility of a contribution to a Traditional IRA for
your spouse depends upon whether your spouse is an active participant in any
employer-sponsored retirement plan. If your spouse is not an active participant,
the contribution to your spouse's Traditional IRA will be deductible. If your
spouse is an active participant, the Traditional IRA contribution will be
completely, partly or not deductible depending upon your combined income.

An exception to the preceding rules applies to high-income married
taxpayers, where one spouse is an active participant in an employer-sponsored
retirement plan and the other spouse is not. A contribution to the non-active
participant spouse's Traditional IRA will be only partly deductible starting at
an adjusted gross income level on the joint tax return of $150,000, and the
deductibility will be phased out as described below over the next $10,000 so
that there will be no deduction at all with an adjusted gross income level of
$160,000 or higher.

How do I determine my or my spouse's "active participant" status?

Your (or your spouse's) Form W-2 should indicate if you (or your spouse)
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 addition, regardless of income level, your spouse's "active participant"
status will not affect the deductibility of your contributions to your
Traditional IRA 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 for active participants?

If you (or your spouse) are an active participant in an employer plan
during a year, the contribution to your Traditional IRA (or your spouse's
Traditional IRA) may be completely, partly or not deductible depending upon your
filing status and your amount of adjusted gross income ("AGI"). If AGI is any
amount up to the lower limit, the contribution is deductible. If your AGI falls
between the lower limit and the upper limit, the contribution is partly
deductible. If your AGI falls above the upper limit, the contribution is not
deductible.

FOR ACTIVE PARTICIPANTS - 1998

-------------------------------------------------------------------------
If You Are If You Are Then Your Traditional
Single Married Filing Jointly IRA Contribution Is
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Up to Up to Fully
Lower Limit Lower Limit Deductible
($30,000 for 1998) ($50,000 for 1998)
-------------------------------------------------------------------------

Adjusted More than Lower Limit More than Lower Limit Partly
Gross but less than but less than Deductible
Income (AGI) Upper Limit Upper Limit
Level ($40,000 for 1998) ($60,000 for 1998)
-------------------------------------------------------------------------
Upper Limit or more Upper Limit or more Not
Deductible
-------------------------------------------------------------------------

The Lower Limit and the Upper Limit will change for 1999 and later years. The
Lower Limit and Upper Limit for these years are shown in the following table.
Substitute the correct Lower Limit and Upper Limit in the table above to
determine deductibility in any particular year. (Note: if you are married but
filing separate returns, your Lower Limit is always zero and your Upper Limit is
always $10,000).

TABLE OF LOWER AND UPPER LIMITS
-----------------------------------------------------------------------------------------

Year Single Married
Filing Jointly
------------------ ----------------------------- ------------------------------
Lower Limit Upper Limit Lower Limit Upper Limit
------------------ ----------------------------- ------------------------------

1999 $31,000 $41,000 $51,000 $ 61,000

2000 $32,000 $42,000 $52,000 $ 62,000

2001 $33,000 $43,000 $53,000 $ 63,000

2002 $34,000 $44,000 $54,000 $ 64,000

2003 $40,000 $50,000 $60,000 $ 70,000

2004 $45,000 $55,000 $65,000 $ 75,000

2005 $50,000 $60,000 $70,000 $ 80,000

2006 $50,000 $60,000 $75,000 $ 85,000

2007 and $50,000 $60,000 $80,000 $100,000
later
-----------------------------------------------------------------------------------------

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 (for 1998: $30,000 if single, or $50,000 if married
filing jointly). The denominator is $10,000 (note that the denominator for
married joint filers is $20,000 starting in 2007). Subtract this from your
contribution and then round down to the nearest $10. When you fall in the
"partly deductible" range, the deductible amount is the greater of the amount
calculated or $200 (provided you contribute at least $200). If your contribution
is less than $200, then the entire contribution is deductible.

For example, assume that you make a $2,000 contribution to your Traditional
IRA in 1998, a year in which you are an active participant in your employer's
retirement plan. Also assume that your AGI is $57,555 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:
($57,555-$50,000) = $7,555

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

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

4. Subtract this from your contribution: ($2,000 - $1,511) = $489

5. Round this down to the nearest $10: = $480

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 Traditional IRA (and your spouse may contribute to your
spouse's Traditional IRA) up to the limit on contributions. When you file your
tax return for the year, you must designate the amount of non-deductible
contributions to your Traditional IRA 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 Traditional IRA?

The maximum contribution you can make to a Traditional 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
Traditional 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 contribution 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.

Are the earnings on my Traditional IRA funds taxed?

Any dividends on or growth of the investments held in your Traditional IRA
are generally exempt from federal income taxes and will not be taxed until
withdrawn by you, unless the tax exempt status of your Traditional IRA is
revoked (this is described in Part Three of this Disclosure Statement).

TRANSFERS/ROLLOVERS

Can I transfer or roll over a distribution I receive from my employer's
retirement plan into a Traditional IRA?

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

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

* installment payments for a period of 10 years or more,

* required distributions (generally the rules require distributions starting
at age 70 1/2 or for certain employees starting at retirement, if later),

* payments of employee after-tax contributions, and

* starting in 1999, hardship withdrawals from a 401(k) plan or a 403(b)
arrangement.

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 Traditional IRA. This is a called a "direct
rollover." Or, you may receive the distribution and make a regular rollover to
your Traditional 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 Traditional 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 rollover to a
Traditional 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
adviser or the IRS if you have a question about rollovers.

Once I have rolled over a plan distribution into a Traditional 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 from the Traditional IRA holding it to another qualified
plan. However, the Traditional IRA must have no assets other than those which
were previously distributed to you from the qualified plan. Specifically, the
Traditional IRA cannot contain any annual contributions by you (or your spouse).
Also, the new qualified plan must accept rollovers. Similar rules apply to
Traditional IRAs established with rollovers from 403(b) arrangements.

Can I make a rollover from my Traditional IRA to another Traditional IRA?

You may make a rollover from one Traditional IRA to another Traditional IRA
you have or you establish to receive the rollover. Such a rollover must be
completed within 60 days after the withdrawal from your first Traditional IRA.
After making such a regular rollover from one Traditional IRA to another, you
must wait a full year (365 days) before you can make another such rollover.
(However, you can instruct a Traditional IRA custodian to transfer amounts
directly to another Traditional IRA custodian; such a direct transfer does not
count as a rollover.)

What happens if I combine rollover contributions with my annual contributions in
one IRA?

If you wish to make both a normal annual contribution and a rollover
contribution, you may wish to open two separate Traditional IRAs by completing
two Adoption Agreements and two sets of forms. You should consult a tax adviser
before making your annual contribution to the Traditional IRA you established
with rollover contributions (or make a rollover contribution to the Traditional
IRA to which you make your annual contributions). This is because combining your
annual contributions and rollover contributions originating from an employer
plan distribution would prohibit any future rollover out of the Traditional IRA
into another qualified plan. If despite this, you still wish to combine a
rollover contribution and the IRA holding your annual contributions, you should
establish the account as an Annual Contributions IRA on the Adoption Agreement
(not a Rollover IRA or Direct Rollover IRA) 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.

What about converting my Traditional IRA to a Xxxx XXX?

The rules for converting a Traditional IRA to a Xxxx XXX, or making a
rollover from a Traditional IRA to a Xxxx XXX, are described in Part Two below.

WITHDRAWALS

When can I make withdrawals from my Traditional IRA?

You may withdraw from your Traditional 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 the total amount held in your Traditional 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 Traditional
IRAs. ---

The minimum withdrawal amount is determined by dividing the balance in your
Traditional 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 adviser 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 Traditional 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. Amounts
withdrawn may be subject to income tax withholding by the custodian unless you
elect not to have withholding. See Part Three below for additional information
on withholding. Lump sum withdrawals from a Traditional IRA are not eligible for
averaging treatment currently available to certain lump sum distributions from
qualified employer retirement plans.

Since the purpose of a Traditional IRA is to accumulate funds for
retirement, your receipt or use of any portion of your Traditional 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 purpose of the withdrawal is to pay certain higher education expenses
for yourself or your spouse, child, or grandchild. Qualifying expenses
include tuition, fees, books, supplies and equipment required for
attendance at a post-secondary educational institution. Room and board
expenses may qualify if the student is attending at least half-time.

* The withdrawal is used to pay eligible first-time homebuyer expenses. These
are the costs of purchasing, building or rebuilding a principal residence
(including customary settlement, financing or closing costs). The purchaser
may be you, your spouse, or a child, grandchild, parent or grandparent of
you or your spouse. An individual is considered a "first-time homebuyer" if
the individual did not have (or, if married, neither spouse had) an
ownership interest in a principal residence during the two-year period
immediately preceding the acquisition in question. The withdrawal must be
used for eligible expenses within 120 days after the withdrawal. (If there
is an unexpected delay, or cancellation of the home acquisition, a
withdrawal may be redeposited as a rollover).

There is a lifetime limit on eligible first-time homebuyer expenses of
$10,000 per individual.

* 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 may apply. The 10% penalty will not apply if you make no change
in the series of payments until the end of five years or until you reach
age 59 1/2, whichever is later. If you make a change before then, the
penalty 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 Traditional 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).

* 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 12 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.

* Starting in the year 2000, the distribution is made pursuant to an IRS levy
to pay overdue taxes.

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
contributions to your Traditional IRA, 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 Traditional IRA contributions bear to the total balance of
all your Traditional IRAs (including rollover IRAs and SEPs, but not including
Xxxx IRAs).

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

Year Deductible Nondeductible
---- ---------- -------------
1995 $2,000
1996 $2,000
1997 $1,000 $1,000
1998 $1,000
------ ------
$5,000 $2,000

In addition assume that your Traditional IRA has total investment earnings
through 1998 of $1,000. During 1998 you withdraw $500. Your total account
balance as of December 31, 1998 is $7,500 as shown in the next column.

Deductible Contributions $5,000
Nondeductible Contributions $2,000
Earnings On IRA $1,000
Less 1998 Withdrawal $ 500
------
Total Account Balance as of December 31, 1998 $7,500

To determine the nontaxable portion of your 1998 withdrawal, the total 1998
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 1998 withdrawal ($2,000). The denominator is the total
account balance as of December 31, 1998 ($7,500) plus the 1998 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 1998 will not be included in your
taxable income. The remaining $375 will be taxable for 1998. In addition, for
future calculations the remaining nondeductible contribution total will be
$2,000 minus $125, or $1,875.

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

Is there a penalty tax on certain large withdrawals or accumulations in my IRA?

Earlier tax laws imposed a "success" penalty equal to 15% of withdrawals
from all retirement accounts (including IRAs, 401(k) or other employer
retirement plans, 403(b) arrangements and others) in a year exceeding a
specified amount (initially $150,000 per year). Also, there was a 15% estate tax
penalty on excess accumulations remaining in IRAs and other tax-favored
arrangements upon your death. These 15% penalty taxes have been repealed.
--------

Important: Please see Part Three below which contains important information
----------
applicable to all State Street Bank and Trust Company IRAs.
---

Part Two: Description of Xxxx IRAs
----------------------------------

SPECIAL NOTE

Part Two of the Disclosure Statement describes the rules generally
applicable to Xxxx IRAs beginning January 1, 1998.

Xxxx IRAs are available for the first time in 1998. Contributions to a Xxxx
XXX are not tax-deductible, but withdrawals that meet certain requirements are
not subject to federal income taxes. This makes the dividends on and growth of
the investments held in your Xxxx XXX tax-free for federal income tax purposes
if the requirements are met.

Traditional IRAs, which have existed since 1975, are still available.
Contributions to a Traditional IRA may be tax-deductible. Earnings and gains on
amounts while held in a Traditional IRA are tax-deferred. Withdrawals are
subject to federal income tax (except for prior after-tax contributions which
may be recovered without additional federal income tax).

This Part Two does not describe Traditional IRAs. If you wish to review
information about Traditional IRAs, please see Part One of this Disclosure
Statement.

This Disclosure Statement also does not describe IRAs established in
connection with a SIMPLE IRA program or a Simplified Employee Pension (SEP) plan
maintained by your employer. Xxxx IRAs may not be used in connection with a
SIMPLE IRA program or a SEP plan.

YOUR XXXX XXX

Your Xxxx XXX gives you several tax benefits. While contributions to a Xxxx
XXX are not deductible, dividends on and growth of the assets held in your Xxxx
XXX are not subject to federal income tax. Withdrawals by you from your Xxxx XXX
are excluded from your income for federal income tax purposes if certain
requirements (described below) are met. State income tax treatment of your Xxxx
XXX may differ from federal treatment; ask your state tax department or your
personal tax adviser for details.

Be sure to read Part Three of this Disclosure Statement for important
additional information, including information on how to revoke your Xxxx XXX,
investments and prohibited transactions, fees and expenses and certain tax
requirements.

ELIGIBILITY

What are the eligibility requirements for a Xxxx XXX?

You are eligible to establish and contribute to a Xxxx XXX 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 Xxxx XXX purposes.

In contrast to a Traditional IRA, with a Xxxx XXX you may continue making
contributions after you reach age 70 1/2.

Can I contribute to Xxxx XXX for my spouse?

If you meet the eligibility requirements you can not only contribute to
your own Xxxx XXX, but also to a separate Xxxx XXX for your spouse out of your
compensation or earned income, regardless of whether your spouse had any
compensation or earned income in that year. This is called a "Spousal Xxxx XXX."
To make a contribution to a Xxxx XXX for your spouse, you must file a joint tax
return for the year with your spouse. For a Spousal Xxxx XXX, your spouse must
set up a different Xxxx XXX, separate from yours, to which you contribute.

Of course, if your spouse has compensation or earned income, your spouse
can establish his or her own Xxxx XXX and make contributions to it in accordance
with the rules and limits described in this Part Two of the Disclosure
Statement.

CONTRIBUTIONS

When can I make contributions to a Xxxx XXX?

You may make a contribution to your Xxxx XXX or establish a new Xxxx XXX
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. For example, you will have until April 15, 1999 to establish and
make a contribution to a Xxxx XXX for 1998.

How much can I contribute to my Xxxx XXX?

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).

Your Xxxx XXX limit is reduced by any contributions for the same year to a
Traditional IRA. For example, assuming you have at least $2,000 in compensation
or earned income, if you contribute $500 to your Traditional IRA for a year,
your maximum Xxxx XXX contribution for that year will be $1,500. (Note: the Xxxx
XXX contribution limit is not reduced by contributions made to either a SEP IRA
---
or a SIMPLE IRA; salary reduction contributions by you are considered employer
contributions for this purpose.)

If you and your spouse have Spousal Xxxx IRAs, each spouse may contribute
up to $2,000 to his or her Xxxx XXX 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 the other spouse's compensation over the other
spouse's Xxxx XXX contribution. However, the maximum contribution to either
spouse's Xxxx XXX is $2,000 for the year.

As noted above, the Spousal Xxxx XXX limits are reduced by any
contributions for the same calendar year to a Traditional IRA maintained by you
or your spouse.

For taxpayers with high income levels, the contribution limits may be
reduced (see below).

Are contributions to a Xxxx XXX tax deductible?

Contributions to a Xxxx XXX are not deductible. This is a major difference
---
between Xxxx IRAs and Traditional IRAs. Contributions to a Traditional IRA may
be deductible on your federal income tax return depending on whether or not you
are an active participant in an employer-sponsored plan and on your income
level.

Are the earnings on my Xxxx XXX funds taxed?

Any dividends on or growth of investments held in your Xxxx XXX are
generally exempt from federal income taxes and will not be taxed until withdrawn
---
by you, unless the tax exempt status of your Xxxx XXX is revoked. If the
withdrawal qualifies as a tax-free withdrawal (see below), amounts reflecting
earnings or growth of assets in your Xxxx XXX will not be subject to federal
income tax.

Which is better, a Xxxx XXX or a Traditional IRA?

This will depend upon your individual situation. A Xxxx XXX may be better
if you are an active participant in an employer-sponsored plan and your adjusted
gross income is too high to make a deductible IRA contribution (but not too high
to make a Xxxx XXX contribution). Also, the benefits of a Xxxx XXX vs. a
Traditional IRA may depend upon a number of other factors including, but not
limited to: your current income tax bracket vs. your expected income tax bracket
when you make withdrawals from your IRA, whether you expect to be able to make
nontaxable withdrawals from your Xxxx XXX (see below), how long you expect to
leave your contributions in the IRA, how much you expect the IRA to earn in the
meantime, and possible future tax law changes.

Consult a qualified tax or financial adviser for assistance on this
question.

Are there any restrictions on contributions to my Xxxx XXX?

Taxpayers with very high income levels may not be able to contribute to a
Xxxx XXX at all, or their contribution may be limited to an amount less than
$2,000. This depends upon your filing status and the amount of your adjusted
gross income (AGI). The following table shows how the contribution limits are
restricted:

XXXX XXX CONTRIBUTION LIMITS
---------------------------------------------------------------------------------

If You Are If You Are Then Your Xxxx
Single Married Filing Jointly IRA Contribution Is
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Up to Up to Full
$95,000 $150,000 Contribution
---------------------------------------------------------------------------------
Adjusted More than $95,000 More than $150,000
Gross but less than but less than
Income (AGI) $110,000 $160,000
Level Reduced Contribution
(see explanation below)
---------------------------------------------------------------------------------
$110,000 $160,000 Zero (No Contribution)
and up and up
---------------------------------------------------------------------------------

Note: If you are a married taxpayer filing separately, your maximum Xxxx
XXX contribution limit phases out over the first $10,000 of adjusted gross
income. If your AGI is $10,000 or more you may not contribute to a Xxxx XXX for
the year.

How do I calculate my limit if I fall in the "reduced contribution" range?

If your AGI falls in the reduced contribution range, you must calculate
your contribution limit. To do this, multiply your normal contribution limit
($2,000 or your compensation if less) by a fraction. The numerator is the amount
by which your AGI exceeds the lower limit of the reduced contribution range
($95,000 if single, or $150,000 if married filing jointly). The denominator is
$15,000 (single taxpayers) or $10,000 (married filing jointly). Subtract this
from your normal limit and then round down to the nearest $10. With AGI in the
reduced contribution range, the contribution limit is the greater of the amount
calculated or $200.

For example, assume that your AGI for the year is $157,555 and you are
married, filing jointly. You would calculate your Xxxx XXX contribution limit
this way:

1. The amount by which your AGI exceeds the lower limit of the reduced
contribution deductible range:
($157,555-$150,000) = $7,555

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

3. Multiply this by $2,000 (or your
compensation for the year, if less): 0.7555 x $2,000 = $1,511

4. Subtract this from your $2,000 limit: ($2,000 - $1,511) = $489

5. Round this down to the nearest $10 = $480

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

Remember, your Xxxx XXX contribution limit of $2,000 is reduced by any
contributions for the same year to a Traditional IRA. If you fall in the reduced
contribution range, the reduction formula applies to the Xxxx XXX contribution
limit left after subtracting your contribution for the year to a Traditional
IRA.

How do I determine my AGI?

There are two additional rules when calculating AGI for purposes of Xxxx
XXX contribution limits. First, if you are making a deductible contribution for
the year to a Traditional IRA, your AGI is not reduced by the amount of the
deduction. Second, if you are converting a Traditional IRA to a Xxxx XXX in a
year (see below), the amount includible in your income as a result of the
conversion is not considered AGI when computing your Xxxx XXX contribution limit
for the year.

What happens if I contribute more than allowed to my Xxxx XXX?

The maximum contribution you can make to a Xxxx XXX generally is $2,000 or
100% of compensation or earned income, whichever is less. As noted above, your
maximum is reduced by the amount of any contribution to a Traditional IRA for
the same year and may be further reduced if you have high AGI. Any amount
contributed to the Xxxx XXX above the maximum is considered an "excess
contribution."

An excess contribution is subject to excise tax of 6% for each year it
remains in the Xxxx XXX.

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. 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 (unless an exception
to the 10% penalty tax applies).

What happens if I don't correct the excess contribution by the tax return due
date?

You may reduce the excess contributions by making a withdrawal equal to the
excess. Earnings need not be withdrawn. To the extent that no earnings are
withdrawn, the withdrawal will not be subject to income taxes or possible
penalties for premature withdrawals before age 59 1/2. Excess contributions may
also be corrected in a subsequent year to the extent that you contribute less
than your Xxxx XXX contribution limit for the subsequent year. As the prior
excess contribution is reduced or eliminated, the 6% excise tax will become
correspondingly reduced or eliminated for subsequent tax years.

CONVERSION OF EXISTING TRADITIONAL IRA

Can I convert an existing Traditional IRA into a Xxxx XXX?

Yes, you can convert an existing Traditional IRA into a Xxxx XXX if you
meet the eligibility requirements described below. Conversion may be
accomplished in any of three ways: First, you can withdraw the amount you want
to convert from your Traditional IRA and roll it over to a Xxxx XXX within 60
days. Second, you can establish a Xxxx XXX and then direct the custodian of your
Traditional IRA to transfer the amount in your Traditional IRA you wish to
convert to the new Xxxx XXX. Third, if you want to convert an existing
Traditional IRA with State Street Bank as custodian to a Xxxx XXX, you may give
us directions to convert; we will convert your existing account when the
paperwork to establish your new Xxxx XXX is complete.

You are eligible to convert a Traditional IRA to a Xxxx XXX if, for the
year of the conversion, your AGI is $100,000 or less. The same limit applies to
married and single taxpayers, and the limit is not indexed to cost-of-living
increases. Married taxpayers are eligible to convert a Traditional IRA to a Xxxx
XXX only if they file a joint income tax return; married taxpayers filing
separately are not eligible to convert. However, if you file separately and have
lived apart from your spouse for the entire taxable year, you are considered not
married, and the fact that you are filing separately will not prevent you from
converting.

If you accomplish a conversion by withdrawing from your Traditional IRA and
rolling over to a Xxxx XXX within 60 days, the requirements in the preceding
sentence apply to the year of the withdrawal (even though the rollover
contribution occurs in the following calendar year).

Caution; If you have reached age 70 1/2 by the year when you convert
another non-Xxxx XXX you own to a Xxxx XXX, be careful not to convert any amount
that would be a required minimum distribution under the applicable age 70 1/2
rules. Under current IRS regulations, required minimum distributions may not be
converted.

What happens if I change my mind about converting?

You can undo a conversion by notifying the custodian or trustee of each IRA
(the custodian of the first IRA - the Traditional IRA you converted - and the
custodian of the second IRA - the Xxxx XXX that received the conversion). The
amount you want to unconvert by transferring back to the first custodian is
treated as if it had not been converted. This is called "recharacterization."

If you want to recharacterize a converted amount, you must do so before the
due date (including any extensions you receive) for your federal income tax
return for the year of the conversion. Any net income on the amount
recharacterized must accompany it back to the Traditional IRA.

Under current IRS rules, you can recharacterize for any reason. For
example, you would recharacterize if you converted early in a year and then
turned out to be ineligible because your income was over the $100,000 limit.
Also, if you convert and then recharacterize during a year, you can then convert
to a Xxxx XXX a second time if you wish. Under the current IRS rules, there is
no limit on the number of times you can convert, recharacterize and then convert
again during a year, and no restrictions on the reasons for doing so. However,
if you convert an amount more than twice in a year, any additional conversion
transactions will be disregarded when determining the amount of income taxes you
have to pay because of the conversion (see below).

For example, suppose you converted a Traditional IRA with $100,000 in it to
a Xxxx XXX early in 1998. You will owe income taxes on $100,000 (assuming
the Traditional IRA held all taxable amounts). The market value of your
Xxxx XXX declines to $80,000, so you recharacterize it back to a
Traditional IRA, and then convert the Traditional IRA a second time to a
Xxxx XXX. You will have to pay income taxes on $80,000 for the second
conversion, rather than on $100,000. The value of the Xxxx XXX declines
further and, in late 1998 the Xxxx XXX is worth $60,000, so you
recharacterize back to a Traditional IRA and then convert it to a Xxxx XXX
a third time. This last conversion is disregarded for income tax purposes,
and you will still have to pay income taxes on $80,000 under this example.

Note: conversions from a Traditional IRA to a Xxxx XXX that failed because
you did not meet the eligibility requirements (more than $100,000 of AGI or
married but not filing jointly) and which you then recharacterize do not
count when applying these rules. Similarly, any conversions before November
1, 1998 do not count when applying these rules. (Caution: As you can see,
these rules are very complex; be sure to consult a competent tax
professional for assistance. Also, the limits on the number of conversions
that will be recognized for income tax purposes apply for 1998 and 1999.
The IRS may adopt different rules thereafter, or may change the foregoing
rules to provide different limits on the number of conversions permitted or
the acceptable reasons for recharacterizing-check with your tax adviser for
the latest developments.)

Under current IRS rules, Recharacterization is not restricted to amounts
you converted from a Traditional IRA to a Xxxx XXX. You can, for example, make
an annual contribution to a Traditional IRA and recharacterize it as a
contribution to a Xxxx XXX, or vice versa. You must make the election to
recharacterize by the due date for your tax return for the year and follow the
procedures summarized above.

What are the tax results from converting?

The taxable amount in your Traditional IRA you convert to a Xxxx XXX will
be considered taxable income on your federal income tax return for the year of
the conversion. All amounts in a Traditional IRA are taxable except for your
prior non-deductible contributions to the Traditional IRA.

If you make the conversion during 1998, the taxable income is spread over
four years. In other words, you would include one quarter of the taxable amount
on your federal income tax return for 1998, 1999, 2000 and 2001. If you want to
treat all the income as 1998 income (not spread over four years), you can elect
to do so on Form 8606 filed with your 1998 federal income tax return.

If you convert a Traditional IRA (or a SEP IRA or SIMPLE IRA -- see below)
to a Xxxx XXX, under IRS rules income tax withholding will apply unless you
elect not to have withholding. The Adoption Agreement or the Universal IRA
Transfer of Assets Form has more information about withholding. However,
withholding income taxes from the amount converted (instead of paying applicable
income taxes from another source) may adversely affect the anticipated financial
benefits of converting. Consult your financial adviser for more information.

Can I convert a SEP IRA or SIMPLE IRA account to a Xxxx XXX?

If you have a SEP IRA as part of an employer simplified employee pension
(SEP) program, or a SIMPLE IRA as part of an employer SIMPLE IRA program, you
can convert the IRA to a Xxxx XXX. However, with a SIMPLE IRA account, this can
be done only after the SIMPLE IRA account has been in existence for at least two
years. You must meet the eligibility rules summarized above to convert.

Should I convert my Traditional IRA to a Xxxx XXX?

Only you can answer this question, in consultation with your tax or
financial advisers. A number of factors, including the following, may be
relevant. Conversion may be advantageous if you expect to leave the converted
funds on deposit in your Xxxx XXX for at least five years and to be able to
withdraw the funds under circumstances that will not be taxable (see below). The
benefits of converting will also depend on whether you expect to be in the same
tax bracket when you withdraw from your Xxxx XXX as you are now. Also,
conversion is based upon an assumption that Congress will not change the tax
rules for withdrawals from Xxxx IRAs in the future, but this cannot be
guaranteed.

TRANSFERS/ROLLOVERS

Can I transfer or roll over a distribution I receive from my employer's
retirement plan into a Xxxx XXX?

Distributions from qualified employer-sponsored retirement plans or 403(b)
arrangements (for employees of tax-exempt employers) are not eligible for
---
rollover or direct transfer to a Xxxx XXX. However, in certain circumstances it
may be possible to make a direct rollover of an eligible distribution to a
Traditional IRA and then to convert the Traditional IRA to Xxxx XXX (see above).
Consult your tax or financial adviser for further information on this
possibility.

Can I make a rollover from my Xxxx XXX to another Xxxx XXX?

You may make a rollover from one Xxxx XXX to another Xxxx XXX you have or
you establish to receive the rollover. Such a rollover must be completed within
60 days after the withdrawal from your first Xxxx XXX. After making a rollover
from one Xxxx XXX to another, you must wait a full year (365 days) before you
can make another such rollover. (However, you can instruct a Xxxx XXX custodian
to transfer amounts directly to another Xxxx XXX custodian; such a direct
transfer does not count as a rollover.)

How do rollovers affect my Xxxx XXX contribution limits?

Rollover contributions, if properly made, do not count toward the maximum
contribution. Also, you may make a rollover from one Xxxx XXX to another even
during a year when you are not eligible to contribute to a Xxxx XXX (for
example, because your AGI for that year is too high).

WITHDRAWALS

When can I make withdrawals from my Xxxx XXX?

You may withdraw from your Xxxx XXX at any time. If the withdrawal meets
the requirements discussed below, it is tax-free. This means that you pay no
federal income tax even though the withdrawal includes earnings or gains on your
contributions while they were held in your Xxxx XXX.

When must I start making withdrawals?

There are no rules on when you must start making withdrawals from your Xxxx
XXX or on minimum required withdrawal amounts for any particular year during
your lifetime. Unlike Traditional IRAs, you are not required to start making
withdrawals from a Xxxx XXX by the April 1 following the year in which you reach
age 70 1/2.

After your death, there are IRS rules on the timing and amount of
distributions. In general, the amount in your Xxxx XXX must be distributed by
the end of the fifth year after your death. However, distributions to a
designated beneficiary that begin by the end of the year following the year of
your death and that are paid over the life expectancy of the beneficiary satisfy
the rules. Also, if your surviving spouse is your designated beneficiary, the
spouse may defer the start of distributions until you would have reached age
70 1/2 had you lived.

What are the requirements for a tax-free withdrawal?

To be tax-free, a withdrawal from your Xxxx XXX must meet two requirements.
First, the Xxxx XXX must have been open for 5 or more years before the
withdrawal. Second, at least one of the following conditions must be satisfied:

* You are age 59 1/2 or older when you make the withdrawal.

* The withdrawal is made by your beneficiary after you die.

* You are disabled (as defined in IRS rules) when you make the withdrawal.

* You are using the withdrawal to cover eligible first time homebuyer
expenses. These are the costs of purchasing, building or rebuilding a
principal residence (including customary settlement, financing or closing
costs). The purchaser may be you, your spouse or a child, grandchild,
parent or grandparent of you or your spouse. An individual is considered a
"first-time homebuyer" if the individual did not have (or, if married,
neither spouse had) an ownership interest in a principal residence during
the two-year period immediately preceding the acquisition in question. The
withdrawal must be used for eligible expenses within 120 days after the
withdrawal (if there is an unexpected delay, or cancellation of the home
acquisition, a withdrawal may be redeposited as a rollover).

There is a lifetime limit on eligible first-time homebuyer expenses of
$10,000 per individual.

For purposes of the 5-year rule, all your Xxxx IRAs are considered. As soon
as the 5-year rule is satisfied for any Xxxx XXX, it is considered satisfied for
all your Xxxx IRAs. For a Xxxx XXX that you started with annual contribution,
the 5 year period starts with the year for which you make the initial annual
contribution. For a Xxxx XXX that you set up with amounts rolled over or
converted from a non-Xxxx XXX, the 5 year period begins with the year in which
the conversion or rollover was made.

How are withdrawals from my Xxxx XXX taxed if the tax-free requirements are not
met?

If the qualified withdrawal requirements are not met, the tax treatment of
a withdrawal depends on the character of the amounts withdrawn. To determine
this, all your Xxxx IRAs (if you have more than one) are treated as one,
including any Xxxx XXX you may have established with another Xxxx XXX custodian.
Amounts withdrawn are considered to come out in the following order:

* First, all annual contributions.

* Second, all conversion amounts (on a first-in, first-out basis).

* Third, earnings (including dividends and gains).
A withdrawal treated as your own prior annual contribution amounts to your
Xxxx XXX will not be considered taxable income in the year you receive it,
nor will the 10% penalty apply. A withdrawal consisting of previously taxed
conversion amounts also is not considered taxable income in the year of the
withdrawal, and is also not subject to the 10% premature withdrawal
penalty. To the extent that the nonqualified withdrawal consists of
dividends or gains while your contributions were held in your Xxxx XXX, the
withdrawal is includible in your gross income in the taxable year you
receive it, and may be subject to the 10% withdrawal penalty.

As mentioned, for purposes of determining what portion of any withdrawal is
includible in income, all of your Xxxx XXX accounts are considered as one single
account. Therefore, withdrawals from Xxxx XXX accounts are not considered to be
from earnings or interest until an amount equal to all prior annual
---
contributions and, if applicable, all conversion amounts, made to all of an
---
individual's Xxxx XXX accounts is withdrawn. The following example illustrates
this:

A single individual contributes $1,000 a year to his State Street Bank and
Trust Company Xxxx XXX account and $1,000 a year to the Brand X Xxxx XXX account
over a period of ten years. At the end of 10 years his account balances are as
follows:

Principal Earnings
Contributions
State Street Bank Xxxx
XXX $10,000 $10,000

Brand X Xxxx XXX $10,000 $ 7,000
------- -------

Total $20,000 $17,000

At the end of 10 years, this person has $37,000 in both Xxxx XXX accounts,
of which $20,000 represents his contributions (aggregated) and $17,000
represents his earnings (aggregated). This individual, who is 40, withdraws the
entire $17,000 from his Brand X Xxxx XXX (not a qualified withdrawal). We look
to the aggregate amount of all principal contributions - in this case $20,000 -
to determine if the withdrawal is from contributions, and thus non-taxable. In
this example, there is no ($0) taxable income as a result of this withdrawal
because the $17,000 withdrawal is less than the total amount of aggregated
contributions ($20,000). If this individual then withdrew $15,000 from his State
Street Bank Xxxx XXX, $3,000 would not be taxable (the remaining aggregate
contributions) and $12,000 would be treated as taxable income for the year of
the withdrawal, subject to normal income taxes and the 10% premature withdrawal
penalty (unless an exception applies).

Taxable withdrawals of dividends and gains from a Xxxx XXX are treated as
ordinary income. Withdrawals of taxable amounts from a Xxxx XXX are not eligible
for averaging treatment currently available to certain lump sum distributions
from qualified employer-sponsored retirement plans, nor are such withdrawals
eligible for capital gains tax treatment.

Amounts withdrawn may be subject to income tax withholding by the custodian
unless you elect not to have withholding. See Part Three below for additional
information on withholding.

Your receipt of any taxable withdrawal from your Xxxx XXX 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 any of the
following exceptions applies:

* The withdrawal was a result of your death or disability.

* The withdrawal 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 withdraw the
remaining amount in your Xxxx XXX 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 to the extent they were includible in your taxable income.

* The withdrawal is used to pay eligible higher education expenses. These are
expenses for tuition, fees, books, and supplies required to attend an
institution for post-secondary education. Room and board expenses are also
eligible for a student attending at least half-time. The student may be
you, your spouse, or your child or grandchild. However, expenses that are
paid for with a scholarship or other educational assistance payment are not
eligible expenses.

* The withdrawal is used to cover eligible first time homebuyer expenses (as
described above in the discussion of tax-free withdrawals).

* The withdrawal 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).

* The withdrawal 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 12 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.

* Starting in the year 2000 a distribution is made pursuant to an IRS levy to
pay overdue taxes.

There is one additional time when the 10% penalty tax may apply. If you
convert an amount from a non-Xxxx XXX to a Xxxx XXX, and then make a withdrawal
that is treated as coming from that converted amount within five years after the
conversion, the 10% penalty applies (unless there is an exception). This rule is
the one exception to the usual Xxxx XXX rule that, once the five year
requirement is satisfied for one of your Xxxx IRAs, it is satisfied for all your
Xxxx IRAs.

See the Table at the end of this Part for a summary of the rules on when
withdrawals from your Xxxx XXX will be subject to income taxes or the 10%
penalty tax.

How are the tax rules affected if I converted a non-Xxxx XXX to a Xxxx XXX in
1998?

If you convert a non-Xxxx XXX to a Xxxx XXX in 1998 and are spreading the
taxable income over the years 1998-2001, and if you make a withdrawal during
that period, special rules apply. Consult your tax adviser.

What about the 15 percent penalty tax?

The rule imposing a 15% penalty tax on very large withdrawals from
tax-favored arrangements (including IRAs, 403(b) arrangements and qualified
employer-sponsored plans), or on excess amounts remaining in such tax-favored
arrangements at your death, has been repealed. This 15% tax no longer applies.

Two Important Points: First, the custodian will report withdrawals from your
----------------------
Xxxx XXX to the IRS on Form 1099-R as required and will complete Form 1099-R
based on your Xxxx XXX account with the custodian. However, since all Xxxx IRAs
are considered together when determining the tax treatment of withdrawals, and
since you may have other Xxxx IRAs with other custodians (about which we have no
information) you have sole responsibility for correctly reporting withdrawals on
your tax return. It is essential that you keep proper records and report the
income taxes properly if you have multiple Xxxx IRAs. Second, the discussion of
the tax rules for Xxxx IRAs in this Disclosure Statement is based upon the best
available information. However, there may be changes in pending IRS proposed
regulations or further legislation on the requirements for and tax treatment of
Xxxx XXX accounts. Therefore, you should consult your tax adviser for the latest
developments or for advice about how maintaining a Xxxx XXX will affect your
personal tax or financial situation.

Note: In order to facilitate proper recordkeeping and tax reporting for
your Xxxx XXX, the service company maintaining certain account records may
require you to set up separate Xxxx IRAs to hold annual contributions and
conversion amounts. In addition, the service company may require separate Xxxx
IRAs for conversion amounts from different calendar years. Any such requirement
will be noted in the Adoption Agreement for your Xxxx XXX or in the instructions
for opening your Xxxx XXX.

Also, please see Part Three below which contains important information
applicable to all State Street Bank and Trust Company IRAs.
---

SUMMARY OF TAX RULES FOR WITHDRAWALS

The following table summarizes when income taxes or the 10% premature withdrawal
penalty tax will apply to a withdrawal from your Xxxx XXX. Remember, income
taxes or penalties apply or not depending on the type of contribution withdrawn.
This is determined under the IRS rules described above, considering all of your
Xxxx IRAs together (including any you may maintain with another trustee or
custodian). Therefore, if you have multiple Xxxx IRAs, the tax treatment of a
withdrawal will not necessarily follow from the type of contributions held in
the particular Xxxx XXX account you withdrew from. Also, the income and penalty
tax rules for Xxxx XXX withdrawals are extremely complex; the following table is
only a summary and may not cover every possible situation. Consult the IRS or
your personal tax adviser if you have a question about your individual
situation.

------------------------------------------------------------------------------------------------------------------------------------
Qualified Withdrawal Not a Qualified Withdrawal
-------------------------------------------------------------------------------------------
Type of Contribution (the requirements for a Exception to 10% tax applies Exception to 10% tax
Withdrawn qualified withdrawal are (exceptions are listed above) does not apply
outlined above)
------------------------------------------------------------------------------------------------------------------------------------

* Annual Contribution Amounts . . . . . . . . . . No income or penalty tax on withdrawal . . . . . . . . . .
------------------------------------------------------------------------------------------------------------------------------------
* 1998 Conversion Amounts
Income taxes on amount converted No income or penalty No income or penalty tax on No income tax on
previously paid (in other words, tax on withdrawal. withdrawal. withdrawal. Penalty tax
either you paid any income taxes applies if the withdrawal
due on your 1998 tax return, or occurs within 5 years of
you spread the income taxes due conversion and if the
over 1998-2001, but have paid withdrawal is treated as
them all by the time of the consisting of taxable
withdrawal) amounts included in the
original conversion.
Income taxes on amount converted N/A Income tax applies to Income and penalty tax
were spread over 1998-2001 and withdrawal to the extent of apply to withdrawal.
not fully paid by the time of remaining taxable amount.
withdrawal No penalty tax.
------------------------------------------------------------------------------------------------------------------------------------
* 1999 and Later Conversion No income or penalty tax on No income or penalty tax on No income tax on withdrawal.
Amounts withdrawal. withdrawal. Penalty tax applies to
taxable amounts included in
the conversion if the
withdrawal occurs within 5
years of conversion.
------------------------------------------------------------------------------------------------------------------------------------
* Earnings, Gains or Growth of No income or penalty tax on Income tax applies. Income and penalty tax apply.
Account withdrawal. No penalty tax.
------------------------------------------------------------------------------------------------------------------------------------

The table summarizes the tax rules that may apply if you withdraw from your Xxxx
XXX. What happens if you die and your beneficiary wants to make withdrawals from
the account? The following is a summary of the rules.

* First, if you converted from a Traditional IRA to a Xxxx XXX in 1998,
spreading the income taxes due over the 1998-2001 period, and you die
before 2001, the deferred income taxes must be recognized and paid with
your final income tax return for the year of death. As an exception to this
rule, if your surviving spouse is the sole beneficiary of all your Xxxx
IRAs, the spouse can elect to continue spreading the income over the
remainder of the 1998-2001 period.

* Second, if your beneficiary is not your surviving spouse, withdrawals by
the beneficiary will be subject to income taxes depending on the type of
contribution withdrawn as summarized in the table. However, in determining
what type of contribution the beneficiary is withdrawing, any Xxxx IRAs the
beneficiaries owns in his or her own right are not considered (this is an
exception to the normal rule that all Xxxx IRAs are considered together). A
beneficiary will not be subject to the 10% premature withdrawal penalty
because withdrawals following the original owner's death are an exception
to the 10% penalty tax.

* Third, if your surviving spouse is the beneficiary, the spouse can elect
either to receive withdrawals as beneficiary, or to treat your Xxxx XXX as
the spouse's Xxxx XXX. If the spouse receives withdrawals as a beneficiary,
the rules in the preceding paragraph generally apply to the spouse just as
to any other beneficiary. If the spouse treats the Xxxx XXX as the spouse's
own, there are a couple of special rules. First, the spouse will be treated
as having had a Xxxx XXX for five years (one of the requirements for
tax-free withdrawals) if either your Xxxx XXX or any of the spouse's Xxxx
IRAs has been in effect for at least five years. Second, withdrawals will
be subject to the 10% penalty tax unless an exception applies. Since the
spouse has elected to treat your Xxxx XXX as the spouse's own Xxxx XXX, the
exception for payments following your death will not apply.

Part Three: Rules for All IRAs (Traditional and Xxxx)
-----------------------------------------------------

GENERAL INFORMATION

IRA Requirements

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.

May I revoke my IRA?

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

To revoke your Traditional or Xxxx XXX, 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 Traditional or Xxxx XXX
within the seven-day period, you are entitled to a return of the entire amount
you originally contributed into your Traditional or Xxxx XXX, without adjustment
for such items as sales charges, administrative expenses or fluctuations in
market value.

INVESTMENTS

How are my IRA contributions invested?

You control the investment and reinvestment of contributions to your
Traditional or Xxxx XXX. Investments must be in one or more of the Fund's
Portfolios available from time to time as listed in the Adoption Agreement for
your Traditional or Xxxx XXX or in an investment selection form provided with
your Adoption Agreement or from the Fund Distributor or Service Company. You
direct the investment of your IRA by giving your investment instructions to the
Distributor or Service Company for the Fund. Since you control the investment of
your Traditional or Xxxx XXX, 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 Traditional or Xxxx XXX will generally be at the
applicable public offering price or net asset value for shares of the Portfolios
involved next established after the Distributor or the Service Company
(whichever may apply) receives proper investment instructions from you; consult
the Fund's current prospectus for additional information.

Before making any investment, read carefully the Fund's current prospectus
for any Portfolio you are considering as an investment for your Traditional IRA
or Xxxx XXX. 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 Traditional or
Xxxx XXX and because mutual fund shares fluctuate in value, the growth in value
of your Traditional or Xxxx XXX cannot be guaranteed or projected.

Are there any restrictions on the use of my IRA assets?

The tax-exempt status of your Traditional or Xxxx XXX will be revoked if
you engage in any of the prohibited transactions listed in Section 4975 of the
tax code. Upon such revocation, your Traditional or Xxxx XXX is treated as
distributing its assets to you. The taxable portion of the amount in your IRA
will be subject to income tax (unless, in the case of a Xxxx XXX, the
requirements for a tax-free withdrawal are satisfied). Also, you may be subject
to a 10% penalty tax on the taxable amount as a premature withdrawal if you have
not yet reached the age of 59 1/2. There may also be prohibited transaction
penalty taxes.

Any investment in a collectible (for example, rare stamps) by your
Traditional or Xxxx XXX is treated as a withdrawal; the only exception involves
certain types of government-sponsored coins or certain types of precious metal
bullion.

What is a prohibited transaction?

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

* Direct or indirect sale or exchange of property between you and your
Traditional or Xxxx XXX.

* Transfer of any property from your Traditional or Xxxx XXX to yourself or
from yourself to your Traditional or Xxxx XXX.

Your Traditional or Xxxx XXX could lose its tax exempt status if you use
all or part of your interest in your Traditional or Xxxx XXX as security for a
loan or borrow any money from your Traditional or Xxxx XXX. Any portion of your
Traditional or Xxxx XXX used as security for a loan will be treated as a
distribution in the year in which the money is borrowed. This amount may be
taxable and you may also be subject to the 10% premature withdrawal penalty on
the taxable amount.

FEES AND EXPENSES

Depositor's Selection of the Fund

Depositor directs Custodian to invest all custodial funds in investment
shares issued by Permanent Portfolio Family of Funds, Inc. Xxxxxxxxx agrees that
his investment in the Fund shall be subject to all shareholder fees customarily
charged by the Fund and its Investment Advisor and disclosed in the Fund's
prospectus, including a one-time account start-up fee of $35 and a monthly
account maintenance fee of $1.50, and directs Custodian to pay such fees.

Custodian's Fees

The following is a list of the fees charged by the Custodian for
maintaining either a Traditional IRA or a Xxxx XXX.

Plan Installation Fee $ 5.00

Annual Maintenance Fee $ 8.00

Termination, Rollover, or Transfer of
Account to Successor Custodian $10.00

General Fee Policies

* Fees may be paid by you directly, or the Custodian may deduct them from
your Traditional or Xxxx XXX.

* 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 a Traditional or Xxxx XXX with us. This fee is not
prorated for periods of less than one full year.

* If provided for in this Disclosure Statement or the Adoption Agreement,
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 Portfolio in which your Traditional IRA or Xxxx XXX is
invested. Before investing, be sure to read carefully the Fund's current
prospectus for a description of applicable charges.

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 (except for such a
transfer that effects a conversion of a Traditional IRA to a Xxxx XXX, or a
recharacterization of a Xxxx XXX back to a Traditional IRA).

The Custodian will report to the IRS the year-end value of your account and
the amount of any rollover (including conversions of a Traditional IRA to a Xxxx
XXX) or a regular annual 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 that is subject
to the 10% penalty tax, or you withdraw less than the minimum amount required
from your

Traditional IRA. If your beneficiary fails to make required minimum
withdrawals from your Traditional or Xxxx XXX after your death, your beneficiary
may be subject to an excise tax and be required to file Form 5329.

For Traditional IRAs, 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
Traditional 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
Traditional 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.

Which withdrawals are subject to withholding?

Xxxx XXX

Federal income tax may be withheld at a flat rate of 10% of any taxable
withdrawal from your Xxxx XXX, unless you elect not to have tax withheld.
Withdrawals from a Xxxx XXX 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.

Traditional IRA

Federal income tax will be withheld at a flat rate of 10% from any
withdrawal from your Traditional IRA, unless you elect not to have tax withheld.
Withdrawals from a Traditional 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.

ACCOUNT TERMINATION

You may terminate your Traditional IRA or Xxxx XXX at any time after its
establishment by sending properly completed withdrawal instructions (see Fund's
prospectus or call our Transfer Agent at 0-000-000-0000) or a transfer
authorization form, to:

CHASE GLOBAL FUNDS SERVICES COMPANY
P.O. Box 2798
Boston, MA 02208
0-000-000-0000
In Mass. 0-000-000-0000

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

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

* The date the Traditional IRA or Xxxx XXX ceases to qualify under the tax
code. This will be deemed a termination.

* The transfer of the Traditional IRA or Xxxx XXX to another
Custodian/Trustee.

* The rollover of the amounts in the Traditional IRA or Xxxx XXX 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 upon termination of the account will
be treated as a withdrawal, and thus the rules relating to Traditional IRA or
Xxxx XXX withdrawals will apply. For example, if the IRA is terminated before
you reach age 59 1/2, the 10% early withdrawal penalty may apply to the taxable
amount you receive.

IRA DOCUMENTS

Traditional IRA

The terms contained in Articles I to VII of Part One of the State Street
Bank and Trust Company Universal Individual Retirement Account Custodial
Agreement document have been promulgated by the IRS in Form 5305-A for use in
establishing a Traditional IRA Custodial Account that meets the requirements of
Code Section 408(a) for a valid Traditional IRA. This IRS approval relates only
to the form of Articles I to VII and is not an approval of the merits of the
Traditional IRA or of any investment permitted by the Traditional IRA.

Xxxx XXX

The terms contained in Articles I to VII of Part Two of the State Street
Bank and Trust Company Universal Individual Retirement Account Custodial
Agreement have been promulgated by the IRS in Form 5305-RA for use in
establishing a Xxxx XXX Custodial Account that meets the requirements of Code
Section 408A for a valid Xxxx XXX. This IRS approval relates only to the form of
Articles I to VII and is not an approval of the merits of the Xxxx XXX or of any
investment permitted by the Xxxx XXX.

Based on our legal advice relating to current tax laws and IRS meetings,
State Street Bank believes that the use of a Universal Individual Retirement
Account Information Kit such as this, containing information and documents for
both a Traditional IRA or a Xxxx XXX, will be acceptable to the IRS. However, if
the IRS makes a ruling, or if Congress enacts legislation, regarding the use of
different documentation, State Street Bank will forward to you new documentation
for your Traditional IRA or a Xxxx XXX (as appropriate) for you to read and, if
necessary, an appropriate new Adoption Agreement to sign. By adopting a
Traditional IRA or a Xxxx XXX using these materials, you acknowledge this
possibility and agree to this procedure if necessary. In all cases, to the
extent permitted State Street Bank will treat your IRA as being opened on the
date your account was opened using the Adoption Agreement in this Kit.

ADDITIONAL INFORMATION

The Investor's Information Office (the "Information Office") is made
available by the Investment Adviser for the convenience of the Fund
shareholders. A shareholder or other interested investor may obtain a current
prospectus, shareholder account application, IRA plan booklet and forms and
other informational material by calling the Information Office at 0-000-000-0000
or 0-000-000-0000 or by writing to the Information Office, X.X.Xxx 5847, Austin,
Texas 78763 (telecopier (FAX) 0-000-000-0000).

State Street Bank and Trust Company Universal Individual Retirement
-------------------------------------------------------------------

Account Custodial Agreement
---------------------------

Part One: Provisions applicable to Traditional IRAs
---------------------------------------------------

The following provisions of Articles I to VII are in the form promulgated
by the Internal Revenue Service in Form 5305-A (Rev. January 1998) 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), 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).

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)).

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

Article 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 reached 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 I through III 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.

Part Two: Provisions applicable to Xxxx IRAs
--------------------------------------------

The following provisions of Articles I to VII are in the form promulgated
by the Internal Revenue Service in Form 5305-RA (January 1998) for use in
establishing a Xxxx Individual Retirement Custodial Account.

Article I

1. If this Xxxx XXX is not designated as a Xxxx Conversion IRA, then,
except in the case of a rollover contribution described in section 408A(e), the
Custodian will accept only cash contributions and only up to a maximum amount of
$2,000 for any tax year of the Depositor.

2. If this Xxxx XXX is designated as a Xxxx Conversion IRA, no
contributions other than IRA Conversion Contributions made during the same tax
year will be accepted.

Article IA

The $2,000 limit described in Article I is gradually reduced to $0 between
certain levels of adjusted gross income (AGI). For a single Depositor, the
$2,000 annual contribution is phased out between AGI of $95,000 and $110,000;
for a married Xxxxxxxxx who files jointly, between AGI of $150,000 and $160,000;
and for a married Xxxxxxxxx who files separately, between $0 and $10,000. In
case of a conversion, the Custodian will not accept IRA Conversion Contributions
in a tax year if the Depositor's AGI for that tax year exceeds $100,000 or if
the Depositor is married and files a separate return. Adjusted gross income is
defined in section 408A(c)(3) and does not include IRA Conversion Contributions.

Article II

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

Article III

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

Article IV

1. If the Depositor dies before his or her entire interest is distributed
to him or her and the Depositor's surviving spouse is not the sole beneficiary,
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:

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

(b) Be distributed over the life expectancy of the designated
beneficiary starting no later than December 31 of the year
following the year of the Depositor's death.

If distributions do not begin by the date described in (b), distribution
method (a) will apply.

2. In the case of distribution method 1(b) above, 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 designated beneficiary using the attained age
of the designated beneficiary as of the beneficiary's birthday in the year
distributions are required to commence and subtract 1 for each subsequent year.

3. If the Depositor's spouse is the sole beneficiary on the Depositor's
date of death, such spouse will then be treated as the Depositor.

Article V

1. The Depositor agrees to provide the Custodian with information necessary
for the Custodian to prepare any reports required under sections 408(i) and
408A(d)(3)(E), and Regulations section 1.408-5 and 1.408-6, and under guidance
published by the Internal Revenue Service.

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

Article VI

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

Article VII

This agreement will be amended from time to time to comply with the
provisions of the Code, related regulations, and other published guidance. Other
amendments may be made with the consent of the persons whose signatures appear
below.

Part Three: Provisions applicable to both Traditional IRAs and Xxxx IRAs
------------------------------------------------------------------------

Article VIII.

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

"Account" or "Custodial Account" means the individual retirement account
established using the terms of either Part One or Part Two and, in either event,
Part Three of this State Street Bank and Trust Company Universal Individual
Retirement Account Custodial Agreement and the Adoption Agreement signed by the
Depositor. The Account may be a Traditional Individual Retirement Account or a
Xxxx Individual Retirement Account, as specified by the Depositor. See Section
24 below.

"Custodian" means State Street Bank and Trust Company.

"Fund" means any registered investment company which is advised, sponsored
or distributed by Sponsor; 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.

"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.

"Sponsor" means World Money Managers, the Fund's Investment Advisor.

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.

The Depositor may certify in the Adoption Agreement that the Depositor
received the Disclosure Statement related to the Custodial Account at least
seven days before the Depositor signed the Adoption Agreement to establish the
Custodial Account, and the Custodian may rely upon such certification.

3. All contributions to the Custodial Account shall be invested and
reinvested in full and fractional shares of one or more Funds. All such shares
shall be issued and accounted for as book entry shares, and no physical shares
or share certificate will be issued. 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, or will be held uninvested (or invested in a
money market fund if available) pending clarification or completion by the
Depositor, in either case without liability for interest or for loss of income
or appreciation. If any other 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 (unless received in
additional shares) reinvested in full and fractional shares of such Fund (or of
any other Fund offered by the Sponsor, if so directed).

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 in writing appoint an investment adviser with respect
to the Custodial Account on a form acceptable to the Custodian and the Service
Company. The investment adviser's appointment will be in effect until written
notice to the contrary is received by the Custodian and the Service Company.
While an investment adviser's appointment is in effect, the investment adviser
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 adviser will also be deemed
to be instructions to the Custodian and the Service Company to pay such
investment adviser's fees to the investment adviser from the Custodial Account
hereunder without additional authorization by the Depositor or the Custodian.

9. (a) 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 of a taxable amount from
the Custodial Account (except for distribution on account of
Depositor's disability or death, return of an "excess contribution"
referred to in Code Section 4973, 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)
unless an exception to such additional tax is applicable. 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
any applicable 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,
as applicable, 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
for withdrawals to the Custodian in accordance with such method).
Notwithstanding any other provision of Article IV, unless an election
to have life expectancies recalculated annually is made by the time
distributions are required to begin, life expectancies shall not be
recalculated.

(b) The Depositor acknowledges (i) that any withdrawal from the Custodial
Account will be reported by the Custodian in accordance with
applicable IRS requirements (currently, on Form 1099-R), (ii) that the
information reported by the Custodian will be based on the amounts in
the Custodial Account and will not reflect any other individual
retirement accounts the Depositor may own and that, consequently, the
tax treatment of the withdrawal may be different than if the Depositor
had no other individual retirement accounts, and (iii) that,
accordingly, it is the responsibility of the Depositor to maintain
appropriate records so that the Depositor (or other person ordering
the distribution) can correctly compute all taxes due. Neither the
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. The 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 any order or instruction 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 reputable 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
Xxxxxxxxx's death, it also means Depositor's spouse, but only if the
spouse elects to treat the Custodial Account as the spouse's own
Custodial Account in accordance with applicable provisions of the
Code.

(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.

(c) Notwithstanding Section 3 of Article IV of Part Two above, if the
Depositor's spouse is the sole Beneficiary on the Depositor's date of
death, the spouse will not be treated as the Depositor if the spouse
elects not to be so treated. In such event, the Custodial Account will
be distributed in accordance with the other provisions of such Article
IV, except that distributions to the Depositor's spouse are not
required to commence until December 31 of the year in which the
Depositor would have turned age 70 1/2.

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) or Section
408A(d)(3)(E) 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 (i) the Custodian does not change the investments
available under this Custodial Agreement and (ii) 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 any applicable provision of 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 or Sponsor, as the case may be, 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 (except for Sections
15(f), 17(b) and (c) hereof which shall survive the termination of the
Custodial Account and this document), 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. In the event of such appointment, all rights and
privileges of the Custodian under this Agreement shall pass through to
such contractors or service providers who shall be entitled to enforce
them as if a named party.

(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 tax treatment 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), tax treatment or propriety of any distribution
hereunder, which matters are the sole 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 or Service
Company shall 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 or 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), Sponsor 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,
Fund's, Sponsor's or Custodian's bad faith, gross negligence or
willful misconduct, (ii) with respect to making or failing to make any
distribution, other than for failure to make distribution in
accordance with an order therefor which is in full compliance with
Section 10, or (iii) actions taken or omitted in good faith by such
parties. 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) The 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 adviser 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 Adoption Agreement or Disclosure Statement, as
applicable. 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. If the Custodian is required to pay any such
amount, the Depositor (or Beneficiary) shall promptly upon notice
thereof reimburse the Custodian.

(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 or
Sponsor, as the case may be, 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 Sponsor, whereupon the Sponsor shall notify the Depositor
(or Beneficiary) and shall appoint a successor to the Custodian. In
connection with its resignation hereunder, the Custodian may, but is
not required to, designate a successor custodian by written notice to
the Sponsor or Depositor (or Beneficiary), and the Sponsor or
Depositor (or Beneficiary) will be deemed to have consented to such
successor unless the Sponsor or Depositor (or Beneficiary) designates
a different successor custodian and provides written notice thereof
together with such a different successor's written acceptance by such
date as the Custodian specifies in its original notice to the Sponsor
or Depositor (or Beneficiary) (provided that the Sponsor or Depositor
(or Beneficiary) will have a minimum of 30 days to designate a
different successor).

(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 except
to the extent required by law. 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 except to
the extent required by law.

21. When accepted by the Custodian, this Agreement is accepted in and shall
be construed and administered in accordance with the laws of the state where the
principal offices of the Custodian are located. Any action involving the
Custodian brought by any other party must be brought in a state or federal court
in such state.

If in the Adoption Agreement, Depositor designates that the Custodial
Account is a Traditional IRA, 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. If in the Adoption Agreement Depositor designates that the Custodial
Account is a Xxxx XXX, this Agreement is intended to qualify under Code Section
408A as a Xxxx individual retirement Custodial Account and to entitle Depositor
to the tax-free withdrawal of amounts from the Custodial Account to the extent
permitted in such Code section.

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 the intent expressed in whichever of the two preceding sentences is
applicable.

However, the 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 Xxxxxxxxx'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. If any provision of any document governing the Custodial Account
provides for notice, instructions or other communications from one party to
another in writing, to the extent provided for in the procedures of the
Custodian, Service Company or another party, any such notice, instructions or
other communications may be given by telephonic, computer, other electronic or
other means, and the requirement for written notice will be deemed satisfied.

24. The legal documents governing the Custodial Account are as follows:

(a) If in the Adoption Agreement the Depositor designated the Custodial
Account as a Traditional IRA under Code Section 408(a), the provisions
of Part One and Part Three of this Agreement and the provisions of the
Adoption Agreement are the legal documents governing the Depositor's
Custodial Account.

(b) If in the Adoption Agreement the Depositor designated the Custodial
Account as a Xxxx XXX under Code Section 408A, the provisions of Part
Two and Part Three of this Agreement and the provisions of the
Adoption Agreement are the legal documents governing the Depositor's
Custodial Account.

(c) In the Adoption Agreement the Depositor must designate the Custodian
Account as either a Xxxx XXX or a Traditional IRA, and a separate
account will be established for such IRA. One Custodial Account may
not serve as a Xxxx XXX and a Traditional IRA (through the use of
subaccounts or otherwise).

(d) The Depositor acknowledges that the Service Company may require the
establishment of different Xxxx XXX accounts to hold annual
contributions under Code Section 408A(c)(2) and to hold conversion
amounts under Code Section 408A(c)(3)(B). The Service Company may also
require the establishment of different Xxxx XXX accounts to hold
amounts converted in different calendar years. If the Service Company
does not require such separate account treatment, the Depositor may
make annual contributions and conversion contributions to the same
account.

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

Articles I through VII of Part Two of this Agreement are in the form
promulgated by the Internal Revenue Service as Form 5305-RA. It is anticipated
that, if and when the Internal Revenue Service promulgates changes to Form
5305-RA, the Custodian will amend this Agreement correspondingly.

The Internal Revenue Service has endorsed the use of documentation
permitting a Depositor to establish either a Traditional IRA or Xxxx XXX (but
not both using a single Adoption Agreement), and this Kit complies with the
requirements of the IRS guidance for such use. If the Internal Revenue Service
subsequently determines that such an approach is not permissible, or that the
use of a "combined" Adoption Agreement does not establish a valid Traditional
IRA or a Xxxx XXX (as the case may be), the Custodian will furnish the Depositor
with replacement documents and the Depositor will if necessary sign such
replacement documents. Depositor acknowledge and agrees to such procedures and
to cooperate with Custodian to preserve the intended tax treatment of the
Account.

26. If the Depositor maintains an Individual Retirement Account under Code
section 408(a), Depositor may convert or transfer such other IRA to a Xxxx XXX
under Code section 408A using the terms of this Agreement and the Adoption
Agreement by completing and executing the Adoption Agreement and giving suitable
directions to the Custodian and the custodian or trustee of such other IRA.
Alternatively, the Depositor may convert or transfer such other IRA to a Xxxx
XXX by use of a reply card or by telephonic, computer or electronic means in
accordance with procedures adopted by the Custodian or Service Company intended
to meet the requirements of Code section 408A, and the Depositor will be deemed
to have executed the Adoption Agreement and adopted the provisions of this
Agreement and the Adoption Agreement in accordance with such procedures.

In accordance with the requirements of Code Section 408A(d)(6) and
regulations thereunder, the Depositor may recharacterize a contribution to a
Traditional IRA as a contribution to a Xxxx XXX, or may recharacterize a
contribution to a Xxxx XXX as a contribution to a Traditional IRA. The Depositor
agrees to observe any limitations imposed by the Service Company on the number
of such transactions in any year (or any such limitations or other restrictions
that may be imposed by the Service Company or the IRS).

27. 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.

The
PERMANENT
PORTFOLIO
Family of Funds

INFORMATION OFFICE
000 Xxxxxxxxx Xxxxxx / X.X. Box 5847
Austin, Texas 78763
0-000-000-0000
or 0-000-000-0000 direct
or 0-000-000-0000 by telecopier (FAX)

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Table of Contents

LOGO COMBINED TRADITIONAL/ROTH IRA

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