BUFFALO FUNDS. Traditional IRA. Disclosure Statement and Trust Agreement for Traditional, Rollover and SEP IRAs

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1 BUFFALO FUNDS Traditional IRA Disclosure Statement and Trust Agreement for Traditional, Rollover and SEP IRAs

2 Table of Contents TRADITIONAL IRA DISCLOSURE STATEMENT The Seven-Day Revocation Period Legal Requirements Contribution Maximum, Deduction and Eligibility Tax Credit for Contributions Spousal Traditional IRAs Simplified Employee Pensions (SEPs) Nondeductible Contributions to Traditional IRAs Roth IRAs Traditional IRA Distributions Premature Traditional IRA Distributions Rollovers Other Limitations and Restrictions Financial Disclosure TRADITIONAL IRA TRUST AGREEMENT Article I Article II Article III Article IV Article V Article VI Article VII Article VIII This document applies only to Traditional, Rollover, and SEP IRAs Please see the Roth IRA Document for material concerning the Roth IRA Traditional IRA Disclosure Statement Federal law requires that Great Plains Trust Company [the trustee of your Traditional Individual Retirement Account ( Traditional IRA )] provide you (the grantor ) with a Disclosure Statement and a copy of the Traditional IRA Trust Agreement at least 7 days before you establish your Traditional IRA. The purpose of this Disclosure Statement is to provide you with information in non-technical language regarding the requirements and the responsibilities that you must assume in order to obtain the tax benefits of a Traditional IRA. Please read it carefully. The governing instruments for your Traditional IRA are (1) the Traditional IRA Trust Agreement (begins on page 12) and (2) the prospectus of the Buffalo Fund(s) in which your Traditional IRA will be invested. You should consult the Traditional IRA Trust Agreement for a more complete explanation of your Traditional IRA. The Traditional IRA Trust Agreement is only for use with the Buffalo Family of Funds. 1 Neither the Buffalo Funds nor its associates can serve as your legal counsel or tax adviser. You should consult your own professional tax adviser if you have questions regarding your particular circumstances. 1 The terms Buffalo Family of Funds, Buffalo Fund(s) and Fund(s) mean the registered investment companies identified in the Buffalo Funds prospectus. 1

3 The Seven-Day Revocation Period Your should receive this booklet containing the Traditional IRA Disclosure Statement and the Traditional IRA Trust Agreement at least 7 days before opening a Buffalo Traditional IRA. When you adopt the Traditional IRA Trust Agreement by signing the IRA Enrollment Form, you are acknowledging that this requirement has been met. This is a condition for the establishment of your Buffalo Traditional IRA. If you do not receive the Traditional IRA Disclosure Statement and Traditional IRA Trust Agreement at least 7 days before the earlier of the date that you signed the IRA Enrollment Form or purchased the shares, you may revoke your Traditional IRA during the Seven-Day Revocation Period, and you will receive back the full amount of your Traditional IRA investment without adjustment for any administrative fees, gains or losses. (For this purpose, you are deemed to have received the Traditional IRA Disclosure Statement and Traditional IRA Trust Agreement 7 days after we mailed it to you, absent evidence to the contrary.) The Seven-Day Revocation Period begins on the earlier of the date that you signed the IRA Enrollment Form or the date that you purchased the shares and ends on the 7th day after the period begins. To revoke your Traditional IRA during the Seven-Day Revocation Period, you must mail or deliver a written notice of revocation to: Buffalo Funds c/o Jones & Babson, Inc., IRA Department, BMA Tower, 700 Karnes Blvd., Kansas City, MO If mailed, the notice of revocation is considered effective as of the date it is postmarked or the date it was sent by registered or certified mail, by express mail or by overnight courier. If hand-delivered, the notice of revocation is considered effective as of the date it is received. Repayment of your Traditional IRA investment amount to you following revocation is subject to the right of the Fund to hold this amount for up to 30 days until it can be verified that the Fund has received unconditional payment in federal funds for the purchase of the shares. See the Fund prospectus for additional information. Legal Requirements Your Traditional IRA Trust Agreement with the trustee, Great Plains Trust Company, must meet the following requirements of federal law: 1. All Traditional IRA contributions must be made in cash or an acceptable cash equivalent. Except for Rollover IRAs and SEP- IRAs, the maximum contribution to your Traditional and/or Roth IRA cannot exceed the lesser of 100 percent of your compensation or $3,000 for years , $4,000 for years , and $5,000 for year 2008 with possible cost-of-living adjustments in years 2009 and beyond. 2. If you are age 50 or older by the close of the taxable year, you may make an additional contribution to your Traditional IRA of $500 for years and $1,000 for years 2006 and beyond. 3. Your Traditional IRA trustee must be a bank or a trust company and your Traditional IRA must be a trust created in the United States for the exclusive benefit of you and your beneficiaries. 4. Your Traditional IRA assets may not be invested in life insurance. In addition, your Traditional IRA assets may not be invested in collectibles except for certain gold, silver and platinum coins, coins issued under the laws of any state and certain bullion. 5. Your Traditional IRA assets are non-forfeitable. 6. Your Traditional IRA assets cannot be commingled with other property except in a common trust fund or common investment fund. 7. Traditional IRA Regulations require that no later than April 1st of the year following the year in which you reach age 70-1/2, either your entire Traditional IRA must be distributed to you or you must begin installment distributions from your Traditional IRA over a period not extending beyond your life expectancy or the joint life expectancy for yourself and your sole spouse beneficiary. 8. In the event of your death, if you were receiving required distributions because you reached your 70-1/2 year or after your 70-1/2 year, the Traditional IRA must be distributed to your beneficiary(ies) over the single life expectancy of your designated 2

4 beneficiary(ies). If there is no designated beneficiary, distributions will be made over your remaining life expectancy. In the event of your death prior to reaching your 70-1/2 year, the Traditional IRA must be distributed by December 31 of the 5th year following your death, unless one of the following two exceptions applies: a) If the Traditional IRA is payable to a designated beneficiary other than your surviving spouse, it can be distributed to your beneficiary(ies) at least annually over a period which is not longer than the single life expectancy (non recalculated) of the beneficiary(ies), if the distributions begin no later than December 31st of the year following the year of your death; or b) If your designated beneficiary is your sole surviving spouse, the Traditional IRA can be distributed at least annually over a period which is not longer than the life expectancy of your surviving spouse if distributions begin no later than December 31 of the year in which you would have reached age 70-1/2; or the IRA may be treated as one established on his or her behalf and delay the required minimum distributions until he or she attains age 70-1/2. If the beneficiary is a Trust, special rules may allow a distribution to be made over the life expectancy of the Trust beneficiary. See Publication 590 for more detail. If the beneficiary of your Traditional IRA is anyone other than your surviving spouse, no additional contributions to the account can be made after your death. If no election is made, distribution will be made in accordance with (a) above. Contribution Maximum, Deduction and Eligibility You may contribute to a Traditional IRA if you have not reached the year in which you attain age 70-1/2 and have earned income. The maximum you may contribute is the lesser of 100% of your compensation or $3,000 for years , $4,000 for years , and $5,000 for 2008 with possible cost-of-living adjustments in years 2009 and beyond. If you are age 50 or older by the close of the taxable year, you may make an additional contribution to your Traditional IRA of $500 for years and $1,000 for years 2006 and beyond. If you maintain a Roth IRA, the maximum contribution to your Traditional IRA is reduced by any contribution you make to your Roth IRA. Your total annual contribution to all Traditional and Roth IRAs cannot exceed the maximum contribution limited. (See page 5 for information on contributing to a Traditional IRA for a non-working spouse.) If you are single or neither you nor your spouse is an active participant in an employer-sponsored retirement plan, the entire amount contributed will be deductible, regardless of your income level. If you are an active participant, but your combined modified adjusted gross income (AGI) is below a certain level (called the Threshold Level see Calculating Your Traditional IRA Deduction on page 4), your entire Traditional IRA contribution is still deductible. If, however, you are an active participant and your combined modified AGI is above the Threshold Level, the amount of your Traditional IRA deduction is reduced and then eliminated when your modified AGI reaches $10,000 above that level ($20,000 in the case of joint returns beginning January 1, 2007). If you or your spouse is considered an active participant in an employer-sponsored retirement plan, the spouse that is not an active participant must use a different phase-out range to determine IRA deductions. The spouse that is not an active participant may make a fully deductible Traditional IRA contribution if your joint modified AGI is $150,000 or less. If your joint modified AGI is greater than $150,000 but less than $160,000, the non-active participant spouse s contribution will only be partially deductible. If your joint modified AGI is $160,000 or greater, no deduction is allowed. The spouse who is the active participant must use the appropriate phase-out range from the following table in order to determine his of her deduction limit. ACTIVE PARTICIPANT You are an active participant if you are a participant in one of the following employer-sponsored qualified retirement plans for any part of the applicable year: 1. a qualified pension, profit sharing, 401(k) or stock bonus plan (IRC Sec. 401(a)); 2. a qualified annuity plan of an employer (IRC Sec. 403(a)); 3. a simplified employee pension (SEP) plan (IRC Sec. 408(k)); 3

5 4. a SIMPLE IRA plan or a SIMPLE 401(k) plan (IRC Sec. 408(p)); 5. a plan established for its employees by the United States, by a state or political subdivision or by an agency or instrumentality of the United States or a state political subdivision (other than a plan under IRC Sec. 457); 6. a plan described in IRC Sec. 501(c)(18); 7. a tax-sheltered annuity (IRC Sec. 403(b)); or 8. a qualified plan for self-employed individuals (H.R. 10 or Keogh Plan) You are an active participant for a year, even if you are not yet vested in your retirement benefits or you make required contributions or voluntary employee contributions to a retirement plan. Your Form W-2 for the year should indicate your participant status. You are not considered an active participant if you are covered in a plan only because of your service as (1) member of Armed Forces Reservist, unless served in excess of 90 days on active duty (other than active duty for training) during the year. (2) A volunteer firefighter who is a participant in a government plan and whose accrued benefit as of the beginning of the taxable year is not more than an annual benefit of $1,800 (when expressed as a single life annuity commencing at age 65). CALCULATING YOUR TRADITIONAL IRA DEDUCTION If you are an active participant, you must look at your modified adjusted gross income (AGI) for the year to determine whether you can make a deductible Traditional IRA contribution. If you and your spouse file a joint tax return, you should use your combined modified AGI. To calculate your modified AGI and your Traditional IRA deduction, see IRS Publication 590. Since neither the trustee nor its ministerial agent, Jones & Babson, Inc. can serve as your professional tax or legal adviser, you should consult your attorney, accountant, tax preparer or other professional adviser if you need help in determining the proper amount of your Traditional IRA deduction. If your modified AGI is at or below a certain level, called the Threshold Level, you are treated as if you were not an active participant and can make a deductible contribution under the same rules as a person who is not an active participant. If your modified AGI is less than $10,000 ($20,000 in the case of joint tax returns beginning January 1, 2007) above your Threshold Level, you will still be able to make a deductible contribution, but it will be limited in amount. If your modified AGI is $10,000 or more above the Threshold Level, your Traditional IRA contribution will be entirely nondeductible. The Threshold Level and Phase-out Ranges are as follows: Threshold Levels and Phase-out Ranges For Active Participants Married Filing A Joint Tax Year Single Taxpayer* Tax Return ,000-43,000 53,000-63, ,000-44,000 54,000-64, ,000-50,000 60,000-70, ,000-55,000 65,000-75, ,000-60,000 70,000-80, ,000-60,000 75,000-85, and after 50,000-60,000 80, ,000 *Use this column if you are married, file a separate return and lived apart from your spouse the entire year. If you are married, file a separate tax return, and lived with your spouse for any part of the tax year, the Threshold Level is $0 $10,000. 4

6 The amount by which your modified AGI exceeds your Threshold Level (Modified AGI less the Threshold Level) is called your Excess AGI. You can estimate your Traditional IRA Deduction Limit (the maximum deductible Traditional IRA contribution) as shown below: $10,000 Excess AGI $10,000 x Maximum Contribution Amount = Traditional IRA Deduction Limit You must round the result to the next highest $10 level (the next highest number which ends in zero). For example, if the result is $2,525, you must round it up to $2,530. If the final result is below $200 but above zero, your Traditional IRA Deduction Limit is $200. Your Traditional IRA Deduction Limit cannot, in any event, exceed 100% of your compensation. IRS Publication 590 and Form 1040 or 1040A Instructions usually contain worksheets to help you figure your Traditional IRA Deduction Limit each year. Tax Credit for Contributions For tax years beginning on or after January 1, 2002 through December 31, 2006, you may be eligible to receive a contribution tax credit equal to a percentage of your IRA contribution that does not exceed $2,000. The credit is in addition to any deduction for the contribution that may apply and may not exceed $1,000. In order to be eligible you need to be 18 years of age before the end of the taxable year, not a dependent of another taxpayer and not a full-time student. The credit is based upon your income (see chart) and range from 0% to 50% of your eligible contributions. In order to determine your contributions you add the contributions you have made and reduce them by any distributions you may have received from your IRA (or your spouse if you file a joint tax return) during the testing period. The testing period begins two years prior to the year for which the credit is sought and ends on the tax return due date plus extensions for the year for which the credit is sought. To calculate the credit multiply the applicable percentage by the amount of your contributions that do not exceed $2,000. Adjusted Gross Income* Head of Applicable Joint Return Household All Other Cases Percentage Over Not Over Over Not Over Over Not Over 30,000 22,500 15, ,000 32,500 22,500 24,375 15,000 16, ,500 50,000 24,375 37,500 16,250 25, ,000 37,500 25,000 0 *Adjusted gross income excludes foreign earned income and income earned in Guam, America Samoa, North Mariana Islands and Puerto Rico. Spousal Traditional IRAs If you are married you may contribute to a Traditional IRA for your spouse regardless of whether your spouse has earned compensation during the year. To be eligible to establish an IRA for your spouse, one spouse must have earned income, you must file a joint federal tax return for the year; a separate IRA must be established for each of you; and the spouse receiving the contribution must not have attained age 70-1/2. The maximum amount you may contribute for your Traditional IRA and your spouse s Traditional IRA is the lesser of 100% of your combined earned income or $6,000 for years ($3,000 maximum per IRA), $8,000 for years ($4,000 maximum per IRA), and $10,000 for 2008 ($5,000 maximum per IRA) with possible cost-of-living adjustments in years 2009 and beyond. 5

7 Simplified Employee Pensions (SEPs) Your employer may make deductible contributions to your Traditional IRA on your behalf if a Simplified Employee Pension Plan (SEP) has been established. If you are a self-employed person, then you, as your own employer, may also do this. Beginning in 2002 employer contributions to a SEP cannot exceed 25% of your compensation ($200,000 [indexed]) or $40,000, whichever is less. If you are self-employed, the SEP contribution you make on your own behalf must be based on net earned income, defined as earned income from a trade or business after subtraction of all deductible expenses, including the deductions for your own SEP contribution and for one-half the amount of your self-employment tax. See IRS Publication 590 for worksheets to use in calculating your deductible SEP contribution. To establish any SEP using the Buffalo Traditional IRA as the funding vehicle for contributions or to make SEP-IRA contributions to a Buffalo Traditional IRA, the employer must complete, sign, and submit to the trustee or its ministerial agent a copy of IRS Form 5305-SEP, Form 5305A-SEP, a copy of another SEP plan document which is currently qualified under the Internal Revenue Code and regulations thereunder and, each employee must complete, sign and submit a Buffalo Traditional IRA Enrollment Form. It is the responsibility of the employer to calculate and provide allocations for SEP-IRA contributions, to determine whether the SEP as operated by the employer is or is not top-heavy under Internal Revenue Code section 416 in any given year and to determine whether the SEP as operated by the employer passes the nondiscrimination and coverage tests or other tax-qualification requirements under the Internal Revenue Code and regulations in any given year. These responsibilities WILL NOT be fulfilled by either the trustee nor its ministerial agent. Nondeductible Contributions to Traditional IRAs Even if you are above the Threshold Level and may not fully deduct your Traditional IRA contribution, you may still contribute for you and your spouse up to the lesser of 100% of compensation or $3,000 for years , $4,000 for years and $5,000 for year 2008 with possible cost-of-living increases for years 2009 and beyond. If you are age 50 or older by the close of the taxable year, you may make an additional contribution to your Traditional IRA of $500 for years and $1,000 for years 2006 and beyond.the amount of your contribution, which is not deductible, will be considered a nondeductible contribution to the Traditional IRA. You may also choose to make nondeductible Traditional IRA contributions, within these limits, even if you could have deducted part or all of the contribution. Interest or other earnings on your Traditional IRA contribution, whether from deductible or nondeductible contributions, will not be taxed until taken out of your Traditional IRA and distributed to you. Nondeductible Traditional IRA contributions are not taxed again upon withdrawal. If you make a nondeductible contribution to a Traditional IRA, you must report the amount of the nondeductible contribution to the IRS on Form 8606, which is usually filed as part of your tax return for the year. (Form 8606 must be filed even if you do not have to file a return.) You must also file Form 8606 if you took withdrawals during the year from a Traditional IRA containing nondeductible contributions. There is a $50.00 penalty for failure to file Form You do not have to know whether your Traditional IRA contribution is deductible at the time it is made. But you must determine whether the contribution is deductible when you fill out your tax return for the year. Since we do not record Traditional IRA contributions as either deductible or nondeductible, you do not have to notify us regarding how much of your Traditional IRA contribution is deductible and/or nondeductible. If some portion of your Traditional IRA contribution for a year is not deductible and you wish to withdraw it, you may do so before April 15th of the following year (or later if your tax filing deadline is extended), or you may leave it in the Traditional IRA and designate that portion as a nondeductible contribution on Form If you withdraw a Traditional IRA contribution in this manner, you must also withdraw the earnings attributable to the amount withdrawn and report the earnings as income for the year for which the contribution was made. 6

8 Roth IRAs The Roth IRA (or a backloaded IRA ), became available as of January 1, Unlike ordinary IRAs, all contributions made to a Roth IRA are nondeductible. A Roth IRA must be designated as such when established. The contribution limits for Roth IRAs are the same as Traditional IRAs. The amounts contributed to a Traditional IRA (whether deductible or nondeductible) are combined with amounts contributed to a Roth IRA in determining whether the annual contribution limit has been met. Contributions and earnings in a Roth IRA may be withdrawn tax free in certain circumstances. Amounts in a Traditional Individual IRA, SEP, Simple or Rollover can be converted or rolled over to a Roth IRA if your AGI for the year is $100,000 or less and you are not a married individual filing a separate return. If you convert or rollover any amounts from a Traditional IRA to a Roth IRA, you will be taxed on the amount that that would have been included in your taxable income if you had received the distribution. Although the rollover amount is generally included in income, the 10% early distribution penalty does not apply. If you converted or rolled over from a Traditional IRA to a Roth IRA during 1998, the amount includible in your taxable income could have been spread over a four-year period. If you convert a Traditional IRA to a Roth IRA and later discover that you either prefer not to convert or are ineligible to convert (because of the income limitations), you may recharacterize the Roth IRA back to a Traditional IRA by transferring the converted amount to a Traditional IRA by the due date of your tax return (including extensions). You may also recharacterize a contribution made to a Traditional IRA to be a Roth IRA by using the same method. If you converted a Traditional IRA to a Roth IRA and then recharacterized the Roth IRA back to a Traditional IRA, as described above, the law allows you to reconvert the recharacterized Traditional IRA back to a Roth IRA. There are limits on the number of times you can recharacterize and reconvert between a Traditional IRA and a Roth IRA. You should consult your tax adviser before converting or rolling over from a Traditional IRA to a Roth IRA, before recharacterizing any conversion or contribution or before reconverting a recharacterized Traditional IRA back to a Roth IRA. For more information concerning Roth IRAs, including the rules on converting, recharacterizing, and reconverting, see IRS Publication 590. Additional information can also be obtained in the Buffalo Roth IRA Disclosure and Trust Agreement. Traditional IRA Distributions Because nondeductible Traditional IRA contributions are made using income which has already been taxed, the portion of the Traditional IRA distributions consisting of nondeductible contributions will not be taxed again when you receive them. If you have made both deductible and nondeductible Traditional IRA contributions, each distribution from any of your Traditional IRAs [other than Roth IRAs] will consist of a nontaxable portion (return of nondeductible contributions) and a taxable portion (return of deductible contributions and earnings). All Traditional IRAs are combined to calculate the taxable portion of the distribution amount. Use the worksheet in IRS Publication 590 to determine the portion of your Traditional IRA distribution that is taxable to you. If you have made only deductible Traditional IRA contributions, the entire distribution is taxable. The lump sum distribution tax treatment (five- or ten-year averaging and capital gain treatment) available for distributions from qualified retirement plans is not available for distributions from a Traditional IRA. 7

9 Premature Traditional IRA Distributions In general, Traditional IRA distributions prior to age 59-1/2 are subject to a 10% income tax penalty. In addition, such premature distributions are taxed as ordinary income. There are significant restrictions on the amount and timing of pre-age 59-1/2 distributions which must be met in order to qualify for an exception to the 10% tax penalty. Distributions which would qualify for an exception to the 10% tax penalty are: distributions made on account of your death or disability; a series of substantially equal periodic payments over your life expectancy or the joint life expectancy for yourself and your beneficiary. In order to avoid the penalty, the substantially equal payments must be made at least annually and must continue for 5 years or until you reach age 59-1/2, whichever is later; distributions received to pay medical expenses which exceed 7.5% of adjusted gross income; distributions received to pay for health insurance when an individual is separated from employment and has received unemployment compensation under a federal or state program for at least 12 weeks; distributions used to pay qualified higher education expenses for you, your spouse or a child or grandchild of you or your spouse; and distributions to pay the costs related to a qualified first-time home purchase (lifetime maximum of $10,000); distributions due to IRS levy of the plan. Rollovers TRADITIONAL ROLLOVER IRAS Rollovers to a Traditional IRA are used to defer taxes on cash or other assets received from an eligible rollover distribution. An eligible rollover distribution includes all distributions (including after-tax contributions effective January 2002) from a qualified retirement plan under IRC section 401(a), a Tax Sheltered Annuity under IRC section 403(b) and an eligible deferred compensation plan under IRC Section 457(b) maintained by a government employer (effective January 1, 2002), except the following: 1. Required minimum distributions, 2. Substantially equal periodic payments distributed over your single or joint life expectancy of a period of ten years or more, and 3. Hardship distributions. You have the option to have your eligible rollover distributions paid to your Traditional IRA directly or indirectly. If paid indirectly, no taxes are owed on the portion of the eligible rollover distribution if you properly reinvest the distributions in your Traditional IRA within 60 days of receipt. However, amounts not directly transferred to your Traditional IRA will be subject to 20% withholding. Effective January 2002, the IRS may waive the 60-day rollover rule in cases of hardship, including casualty, disaster or other events beyond the reasonable control of the distribution recipient. Effective January 2002, you may rollover directly or indirectly eligible rollover distributions from your Traditional IRA to an employer-sponsored retirement plan, Tax Sheltered Annuity or 457(b) deferred compensation plan maintained by a government employer. You may not however rollover after-tax (nondeductible) contributions or required minimum distributions. It is not necessary to maintain your IRA as a conduit IRA in order to be eligible for rollover to an employer-sponsored retirement plan. Rules relating to rollover contributions and their tax implications are complex. Please consult with your tax advisor before establishing a Traditional Rollover IRA. ROLLOVER PROCEDURE You may take a distribution from your Traditional IRA and replace it in the same or another Traditional IRA within 60 days without being penalized or owing taxes on the distribution. Such a transaction is technically a rollover. You are permitted only one Traditional IRA-to-IRA rollover each year for each separate Traditional IRA plan you have established. Any conversions from a Traditional IRA to a Roth IRA are not counted in the one-rollover per year limit. 8

10 You may transfer funds in your Traditional IRA from one trustee directly to another Traditional IRA trustee. A direct transfer, because there is no distribution to you, is not treated as a distribution to you and is not a rollover. Therefore, it is not affected by the one-year waiting period between rollovers discussed above. Annual minimum distributions that are required under Code section 401(a)(9) (see page 10) cannot be transferred or rolled over after you have reached your 70-1/2 year. Other Limitations and Restrictions AGE You may not make a contribution to your Traditional IRA during or after the taxable year in which you reach age 70-1/2. However, eligible contributions to a SEP may be made after age 70-1/2. You must begin taking distributions from your Traditional IRA by April 1 of the year following the year in which you reach age 70-1/2. COMPENSATION Examples of compensation are wages, salaries, tips, professional fees, bonuses, commissions, selfemployment income, alimony and separate maintenance payments. The following do not qualify as compensation: dividend payments, interest payments, income from rental property, capital gains income and deferred compensation payments. See IRS Publication 590, Individual Retirement Arrangements, (updated annually) for the exact method of figuring your compensation each year for Traditional IRA purposes. DISTRIBUTIONS You may request a distribution from your IRA by letter or by using an IRA Distribution Form only if the distribution amount will be payable and taxable to you. Transfers to other trustees or Custodians require special forms. The following information must be provided if you request a distribution by letter: 1. Your name, current address, social security number and daytime phone number. Your signature must be guaranteed (1) if you are changing your address of record with this request, (2) if you changed your address of record within the last 30 days, or (3) if you are having the distribution sent to an address other than your address of record. 2. The fund and account number you will use for the distribution. 3. The number of shares or the dollar amount you wish to redeem. Your signature must be guaranteed if the amount that will be redeemed is greater than $25, The reason for the distribution (for example: this is the removal of an excess contribution; the funds will be transferred to another IRA at another company; this is a premature distribution). 5. A completed IRS Form W-4P or a statement in your letter indicating whether or not Federal taxes are to be withheld from your distribution. If you do not provide us with a withholding election, we will be required to withhold 10% for Federal taxes and submit that amount to the IRS. (A withholding election is not necessary if you have indicated you are transferring the distribution amount to another IRA.) You may request that we withhold more than 10%. EXCESS CONTRIBUTIONS An excess contribution is the amount by which your total IRA contributions for the year (both Traditional IRA and Roth IRA contributions) exceed the maximum allowable contribution limit. You may correct the excess contribution by withdrawing it along with earnings attributable to it before April 15 of the following year (or later if your tax filing deadline is extended). If you are under age 59-1/2, the 10% tax penalty applies to the taxable portion of the distribution, the earnings. Earnings will be taxable to you for the year in which the excess contribution was made. If you do not withdraw the excess contribution plus earnings by your tax filing deadline (plus extensions, if any) for the year it was made, a nondeductible 6% federal excise tax is imposed on the excess contribution. You may also correct an excess contribution by reducing your IRA contributions in subsequent years. However, excess contributions left in the account and applied to a later tax year s contributions are still subject to the annual, cumulative 6% excise tax until the excess has been used up or eliminated. 9

11 The excess contribution rules also apply to excess rollover contributions that is, contributions rolled over to the IRA that fail to qualify as tax-free rollovers, to the extent that the amount rolled over exceeds the annual contribution limits. PROHIBITED TRANSACTIONS If you or your beneficiary engage in a prohibited transaction with your Traditional IRA, as described in Section 4975 of the Code, your Traditional IRA will lose its tax-exempt status and you must generally include the value of the earnings in your account in your gross income for that taxable year. USE OF YOUR TRADITIONAL IRA AS SECURITY FOR A LOAN Portions of your Traditional IRA used as security for a loan may be considered as a distribution. If considered a distribution, the pledged portion of your account must be included in your gross income for the year in which the account is so used. TAX TREATMENT OF DEATH DISTRIBUTIONS Upon your death, the value of your Traditional IRA is included in your estate for federal estate tax purposes. Your beneficiary will be liable for income taxes due on distributions received after your death. TAX LOSS OF INVESTMENTS If you have a loss on your Traditional IRA you may take the loss on your tax return, but only after all your Traditional IRAs have been distributed. The loss can be taken as a miscellaneous minimized deduction on Schedule A Form EFFECT OF DIVORCE Generally you are liable for income tax and any penalties on any amount distributed from your IRA to meet the obligation specified in a divorce decree. However, by meeting the requirements of Code section 408(d)(6), the transfer may be structured so that you avoid taxation. Those requirements are: 1. You must provide a certified written court order (usually a divorce decree or separation agreement) clearly specifying the amount to be transferred to an IRA for the former spouse, and 2. Those assets must transfer directly to the IRA for the former spouse. In addition, letters must be provided by both parties acknowledging the distribution and receipt of such assets. The correspondence from the individual receiving the assets must also include instructions regarding the establishment of a Buffalo IRA OR transfer instructions to an IRA held at another institution. MINIMUM DISTRIBUTIONS Aminimum distribution is required by law each year beginning with the year in which you reach age 70-1/2. The first annual distribution must be made by April 1 of the year following your 70-1/2 year. The annual distributions for the second and succeeding years must be made by December 31 of each year. This means that if you wait to make your withdrawal for the 70-1/2 year until April 1 of the following year, your total withdrawal in that year must equal the minimum distributions for two years a withdrawal by April 1 that is equal to the minimum distribution for the 70-1/2 year and a second withdrawal by December 31 that is equal to the minimum distribution for that year. If the amount distributed from your Traditional IRAs during the taxable year of the payee is less than the minimum required distribution amount, an excise tax may be imposed in an amount equal to 50% of the shortfall. The IRS allows you to total up the required minimum distribution amounts for all your Traditional IRAs and take the entire amount from one IRA, no matter what type of IRA, Rollover, SEP or SIMPLE-but not Roth IRAs (which are not subject to the minimum distribution requirements). The amount of the minimum distribution is usually determined by dividing the account balance of the Traditional IRA as of December 31 of the prior year by the applicable divisor determined using the Uniform Lifetime table set forth in the income tax regulations. The table assumes a beneficiary exactly 10 years younger than you, regardless of the named beneficiary. If your spouse is your sole beneficiary and is more than 10 years younger than you, the required minimum distribution must be calculated using the joint and last survivor table in the income tax regulations. These rules are discussed in IRS Publication 590, which you should consult. The Buffalo Funds reserve the right not to make any payment to you until you provide a completed Required Minimum Distribution form. 10

12 If you are the beneficiary of a deceased Traditional IRA owner, the minimum distribution rules also apply to you. Specific information on how the minimum distribution rules apply to beneficiaries of a Traditional IRA is contained in IRS Publication 590. In general, however, the amount that you must withdraw in each year depends upon whether the Traditional IRA owner reached age 70-1/2 before death and whether you are the surviving spouse of the Traditional IRA owner (see Legal Requirements, page 2). FEDERAL INCOME TAX RETURNS You may claim the deduction for your Traditional IRA, if any, on your federal income tax return (Form 1040 or Form 1040A). In addition, Form 5329 (Return for Individual Retirement Arrangement Taxes) must be filed if you owe taxes because of excess contributions to your Traditional IRA, premature distributions from your Traditional IRA or a failure to withdraw a required minimum amount. INTERNAL REVENUE SERVICE APPROVAL The Traditional IRA Trust Agreement is comprised of eight Articles. The first seven Articles constitute Internal Revenue Service Form 5305, Individual Retirement Trust Account. Since the Traditional IRA Trust Agreement uses the precise language of Form 5305 (including any additional language permitted), this Traditional IRA is considered approved as to form. Additional language permitted in the Traditional IRA Trust Agreement includes Article VIII, which contains specific provisions about your Buffalo Traditional IRA. The Internal Revenue Service approval is a determination only as to the form of the account and does not represent a determination of the merits of the account. ADDITIONAL INFORMATION Additional information about Individual Retirement Accounts, including IRS Publication 590, can be obtained from any district office of the Internal Revenue Service. Financial Disclosure INVESTMENT Your account may be invested in accordance with your direction in any of the Buffalo Funds. The value of your Traditional IRA at any point in time will depend on the current market price of the shares of the Fund(s) in which the assets are invested. An increase in the value of the account is neither guaranteed nor projected. Before you make an investment decision, you must have received and should have read the prospectus of the Fund or Funds in which you are investing. The prospectus explains each Fund s investment policy and restrictions as well as the costs relating to the Fund s operation. All of the Buffalo Funds are no-load mutual funds, which means there is no charge connected with the sale of shares. There are no fund charges made directly to your account. Fund operating expenses are deducted from each Fund s income before payment of dividends. See the prospectus of each Fund for more information and see Trustee Fees (below) for a schedule of the nominal maintenance and transactional fees which may be incurred in connection with a Buffalo Traditional IRA. TRUSTEE FEES The schedule of IRA trustee fees for Great Plains Trust Company, is as follows: Non-periodic withdrawal or termination charge The trustee and its ministerial agent reserve the right to institute new fees or charges or to change any of the administrative fees or charges listed above upon 60 days written notice. If services other than those listed above are requested by the grantor (or the grantor s beneficiary, where applicable), the trustee and its ministerial agent reserve the right without notice to charge reasonable fees for such services. 11

13 Form 5305 (March 2002) Department of the Treasury Internal Revenue Service Individual Retirement Trust Account (Under Section 408(a) of the Internal Revenue Code) DO NOT File with the Internal Revenue Service The grantor whose name appears on the Traditional IRA Enrollment Form is establishing a Traditional Individual Retirement Account (IRA) under section 408(a) to provide for his or her retirement and for the support of his or her beneficiaries after death. The trustee named on the Traditional IRA Enrollment Form has given the grantor the disclosure statement required by Regulations section The grantor has assigned the trust the sum indicated on the Traditional IRA Enrollment Form. The grantor and the trustee make the following agreement: ARTICLE I Except in the case of a rollover contribution described in section 402(c), 403(a)(4), 403(b)(8), 408(d)(3), or 457(e)(16), an employer contribution to a simplified employee pension plan as described in section 408(k) or a recharacterized contribution described in section 408A(d)(6), the trustee will accept only cash contributions up to $3,000 per year for tax years 2002 through That contribution limit is increased to $4,000 for tax years 2005 through 2007 and $5,000 for 2008 and thereafter. For individuals who have reached the age of 50 before the close of the tax year, the contribution limit is increased to $3,500 per year for tax years 2002 through 2004, $4,500 for 2005, $5,000 for 2006 and 2007, and $6,000 for 2008 and thereafter. For tax years after 2008, the above limits will be increased to reflect a cost-of-living adjustment, if any. ARTICLE II The grantor s interest in the balance in the trust account is nonforfeitable. ARTICLE III 1. No part of the trust account funds may be invested in life insurance contracts, nor may the assets of the trust 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 trust account funds may be invested in collectibles [within the meaning of section 408(m)] except as otherwise permitted by section 408(m)(3), which provides an exception for certain gold, silver, and platinum coins, coins issued under the laws of any state, and certain bullion. ARTICLE IV 1. Notwithstanding any provision of this agreement to the contrary, the distribution of the grantor s interest in the trust account shall be made in accordance with the following requirements and shall otherwise comply with section 408(a)(6) and the regulations thereunder, the provisions of which are herein incorporated by reference. 2. The grantor s entire interest in the trust account must be, or begin to be, distributed not later than the grantor s required beginning date, April 1 following the calendar year in which the grantor reaches age 70-1/2. By that date, the grantor may elect, in a manner acceptable to the trustee, to have the balance in the trust account distributed in: a) A single sum or b) Payments over a period no longer than the life of the grantor or the joint lives of the grantor and his or her designated beneficiary. 12

14 3. If the grantor dies before his or her entire interest is distributed to him or her, the remaining interest will be distributed as follows: a) If the grantor dies on or after the required distribution date and: (i) The designated beneficiary is the grantor s surviving spouse, the remaining interest will be distributed over the surviving spouse s life expectancy, as determined each year until such spouse s death, or over the period in paragraph (a)(iii) below if longer. Any interest remaining after the spouse s death will be distributed over such spouse s remaining life expectancy as determined in the year of the spouse s death and reduced by 1 for each subsequent year, or, if distributions are being made over the period in paragraph (a)(iii) below, over such period. (ii) The designated beneficiary is not the grantor s surviving spouse, the remaining interest will be distributed over the beneficiary s remaining life expectancy as determined in the year following the death of the grantor and reduced by 1 for each subsequent year, or over the period in paragraph (a)(iii) below if longer. (iii) There is no designated beneficiary, the remaining interest will be distributed over the remaining life expectancy of the grantor as determined in the year of the grantor s death and reduced by 1 for each subsequent year. b) If the grantor dies before the required beginning date, the remaining interest will be distributed in accordance with (i) below or, if elected or there is no designated beneficiary, in accordance with (ii) below: (i) The remaining interest will be distributed in accordance with paragraphs (a)(i) and (a)(ii) above (but not over the period in paragraph (a)(iii), even if longer), starting by the end of the calendar year following the year of the grantor s death. If, however, the designated beneficiary is the grantor s surviving spouse, then this distribution is not required to begin before the end of the calendar year in which the grantor would have reached age 70-1/2. But, in such case, if the grantor s surviving spouse dies before distributions are required to begin, then the remaining interest will be distributed in accordance with (a)(ii) above (but not over the period in paragraph (a)(iii), even if longer), over such spouse s designated beneficiary s life expectancy, or in accordance with (ii) below if there is no such designated beneficiary. (ii) The remaining interest will be distributed by the end of the calendar year containing the fifth anniversary of the grantor s death. 4. If the grantor dies before his of her entire interest has been distributed and if the designated beneficiary is not the grantor s surviving spouse, no additional contributions may be accepted in the account. 5. The minimum amount that must be distributed each year, beginning with the year containing the grantor s required beginning date, is known as the required minimum distribution and is determined as follows: a) The required minimum distribution under paragraph 2(b) for any year, beginning with the year the grantor reaches age 70-1/2, is the grantor s account value at the close of business on December 31 of the preceding year divided by the distribution period in the uniform lifetime table in Regulations section 1.401(a)(9)-9. However, if the grantor s designated beneficiary is his or her surviving spouse, the required minimum distribution for a year shall not be more than the grantor s account value at the close of business on December 31 of the preceding year divided by the number in the joint and last survivor table in Regulations section 1.401(a)(9)-9. The required minimum distribution for a year under this paragraph (a) is determined using the grantor s (or, if applicable, the grantor and spouse s) attained age (or ages) in the year. 13

15 b) The required minimum distribution under paragraphs 3(a) and 3(b)(i) for a year, beginning with the year following the year of the grantor s death (or the year the grantor would have reached age 70-1/2, if applicable under paragraph 3(b)(i)) is the account value at the close of business on December 31 of the preceding year divided by the life expectancy (in the single life table in Regulations section 1.401(a)(9)-9) of the individual specified in such paragraphs 3(a) and 3(b)(i). c) The required minimum distribution for the year the grantor reaches age 70-1/2 can be made as late as April 1 of the following year. The required minimum distribution for any other year must be made by the end of such year. 6. The owner of two or more Traditional IRAs may satisfy the minimum distribution requirements described above by taking from one Traditional IRA the amount required to satisfy the requirement for another in accordance with the regulations under section 408(a)(6). ARTICLE V 1. The grantor agrees to provide the trustee with all information necessary to prepare any reports required under section 408(i) and Regulations sections and The trustee agrees to submit to the Internal Revenue Service (IRS) and grantor the reports prescribed by the IRS. ARTICLE VI Notwithstanding any other articles which may be added or incorporated, the provisions of Articles I through III and this sentence will be controlling. Any additional articles inconsistent with section 408(a) and 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 Traditional IRA Enrollment Form. ARTICLE VIII 1. This Article VIII is hereby agreed to between the grantor and the trustee, and shall become a part of this Traditional IRA Trust Agreement between the two parties. If there is a conflict between any provisions in this Article with the Articles I through VII or with the Internal Revenue Code, including rules and regulations issued pursuant to it (hereinafter referred to as the Code), the provision(s) of Articles I through VII or of the Code, as the case may be, shall prevail for the purpose of maintaining the tax qualification of the Individual Retirement Account (IRA) under section 408(a) of the Code. 2. The grantor and the trustee may mutually agree to further amendments to this Article VIII before or after the adoption of this Agreement. Such amendments, when for the purpose of qualifying the IRA pursuant to the Code, or complying with any rules and regulations issued by the Department of Labor to which it may be subject, shall be retroactively effective to the date of the captioned Agreement or as necessary to comply with the Code and related regulations as provided in Article VII, and it shall not be necessary to obtain the grantor s consent for any such required amendment. 3. Additional contributions may be received by the trustee pursuant to the provisions of Article I and in such amounts as permitted by the Code. 4. The trustee accepts the grantor s account upon the condition that contributions will be invested in one or more of the Buffalo Funds, for which Jones & Babson, Inc. is the manager and principal underwriter. All dividends and capital gain distributions received on the shares of any of the Funds held in the grantor s account shall be reinvested in such shares and credited to such account. To the extent allowed by the Code, where there has been complete distribution of the Trust assets to the grantor and/or grantor s beneficiary, as the case may be, pursuant to Article IV, the IRA then shall be terminated and the trustee relieved of all further liability pursuant to such agreement. 14

16 5. The trustee agrees to hold the assets of the account for the exclusive benefit of the grantor and the grantor s beneficiary. It will establish and maintain records as required by the terms of this Agreement and the Code, and shall provide such reports as are required by Article V of this Agreement. The grantor, or the grantor s surviving spouse, successor in interest, or beneficiary, as the case may be, agrees to provide information to the trustee and/or its ministerial agent, Jones & Babson, Inc., or to cooperate at such time and in such manner as necessary for the trustee or its ministerial agent to properly carry out the trustee s administrative duties created by this Agreement, including but not limited to the information required by this Article VIII and any other information which the trustee may deem necessary in order to prepare reports, keep records, or to maintain the tax qualification of this IRA as required pursuant to section 408(i) of the Code. It shall be the duty of the grantor, or the grantor s surviving spouse, successor in interest, or beneficiary, as the case may be, to keep the trustee timely informed of any changes with respect to the foregoing data or information. 6. Neither the trustee by virtue of its appointment and acceptance as trustee nor its agents nor anyone else designated by the trustee to perform ministerial acts in meeting the trustee s responsibilities under this Agreement, shall by virtue of such designation have any authority or responsibility, discretionary or otherwise, to manage or control the IRA or direct the investment of the assets of the IRA, nor shall any of them be liable for the investment results of the IRA. Prior to complete and final distribution or commencement of distribution of the grantor s IRA, the grantor, or if applicable, the grantor s beneficiary or authorized agent, shall direct the trustee, or the trustee s ministerial agent, Jones & Babson, Inc., from time to time as to the Fund(s) in which the assets of the IRA are to be invested. The trustee and its ministerial agent, Jones & Babson, Inc., may rely on the last direction received until a further direction is received from the grantor, or if applicable, the grantor s beneficiary or authorized agent. Any direction for the distribution of the IRA by the grantor or the grantor s beneficiary or authorized agent, if applicable, must be in compliance with Article IV and the Code. 7. Neither the trustee nor its ministerial agent shall have any obligation or responsibility with respect to any action required to be taken by the grantor or the grantor s beneficiary. Neither the trustee nor its ministerial agent shall have any responsibility to determine the correctness or deductibility of the amount of any contribution to an IRA established under this Agreement, nor to determine whether a rollover contribution from the grantor, or if applicable, the grantor s beneficiary, is a qualifying rollover contribution, nor to determine whether a conversion, reconversion or recharacterization is appropriate. 8. The grantor may authorize the trustee or its ministerial agent, Jones & Babson, Inc., to accept instructions from the grantor, or if applicable, the grantor s authorized agent or beneficiary, from time to time by telephone or other electronic means acceptable to the trustee and its ministerial agent, to change the investment of the grantor s IRA plan assets among identically registered accounts in any of the Buffalo Funds which are permissible investments according to the terms of this Agreement. The grantor may request this exchange privilege subsequent to the adoption of this IRA Agreement on a form acceptable to the trustee and its ministerial agent and subject to provisions of this paragraph. Such requests for exchanges of IRA assets by telephone or other electronic means will require the sale of shares in the Fund(s) from which the assets are being transferred and the purchase of shares in the Fund(s) to which the assets are being transferred. All share sales and purchases shall be made in accordance with the conditions and requirements set out in the Fund Prospectus. In order to induce the trustee and its ministerial agent, Jones & Babson, Inc., to accommodate the grantor in this expedited exchange privilege, the grantor by signing the request for such privilege agrees to indemnify and defend the trustee, its ministerial agent, Jones & Babson, Inc., the Fund(s), their managers, directors, officers, agents and employees, and holds them harmless for any loss arising out of exchanges requested by the grantor, or if applicable, the grantor s authorized agent or beneficiary. The trustee and its ministerial agent reserve the right to withdraw the exchange privilege without notice or to require additional documentation or proof of authenticity with respect to any instructions delivered pursuant to this privilege. 9. Except as permitted in paragraph 8 of this Article relating to telephone investment instructions, neither the trustee nor the trustee s ministerial agent, Jones & Babson, Inc., shall be obligated to carry out any transactions in connection with the grantor s or beneficiary s account, unless proper written instructions are received by the trustee or its ministerial agent. The trustee and its ministerial agent may rely on all signatures and instructions reasonably believed to be genuine. The trustee and its ministerial agent may rely upon the grantor s or beneficiary s declaration of intention as to the disposition of any amount distributed under this 15

17 Traditional IRA Trust Agreement and may continue to rely on prior instructions until such instructions are changed in writing. Neither the trustee nor its ministerial agent shall be under a duty to take any action other than as specified in this Traditional IRA Trust Agreement unless directed in writing by the grantor or by the beneficiary, as the case may be, and as may be agreed to in the sole discretion of the trustee or its ministerial agent. The trustee and its ministerial agent shall be indemnified and defended by the grantor or the beneficiary, as the case may be, with respect to any liability or loss arising out of any action taken at the request of or for the grantor or beneficiary. 10. Any notice sent from the trustee or the trustee s ministerial agent to the grantor, or to any other party vested with a succeeding interest in the IRA shall be effective if mailed to the grantor s or, if applicable, the grantor s beneficiary s or authorized agent s last address of record with the trustee or its ministerial agent. 11. The trustee may meet its recordkeeping and reporting requirements by adopting as its records the records of the Fund or its manager, Jones & Babson, Inc., and it may delegate to Jones & Babson, Inc. the ministerial duties of keeping and transmitting such records, and may compensate and reimburse it for its services and expenses incurred in connection with such duties. 12. At any time and from time to time, the grantor shall have the right to designate one or more beneficiaries to whom distribution of the grantor s IRA, or the undistributed portion thereof, shall be made in the event of the grantor s death prior to the complete distribution of grantor s IRA, and if so desired, to establish a method of distribution for such beneficiary which must be in compliance with Article IV and the Code. Any such beneficiary designation and method of distribution for the beneficiary shall be deemed legally valid only if received by the trustee or its ministerial agent in a form acceptable to the trustee no later than seven days following the date of death of the grantor. Any such beneficiary designation and/or method of distribution for the beneficiary may be revoked by the grantor at any time and the beneficiary designation and/or method of distribution for the beneficiary shall be automatically revoked upon acceptance by the trustee of a subsequent valid beneficiary designation and/or method of distribution for the beneficiary bearing a later date of execution. 13. After the death of the grantor, when a benefit is vested in one or more beneficiaries, such beneficiaries may designate their own beneficiary or beneficiaries, but only to the extent permitted by the Internal Revenue Code, regulations, and rulings thereunder. 14. In the absence of a valid beneficiary designation filed with the trustee or its ministerial agent, upon the death of the grantor, or of the grantor s beneficiary, as the case may be, the trustee shall, upon receipt of notice of the death of such person supported by a certified copy of the death certificate or other evidence of death satisfactory to the trustee, make distributions of the IRA as follows: a) To such person s legal spouse, if living and if married to such person at the time of such person s death, but if no legal spouse shall survive such person, then to b) The surviving natural and adoptive children of such person in equal shares per capita and not per stirpes; but if there shall be no such surviving child or children, then to c) The grantor s estate. 15. Whenever any distribution is payable to a minor or to a person known by the trustee to be under legal disability, the trustee in its absolute discretion may make all or any part of such distribution to (a) a legal guardian or conservator for such person, (b) a custodian under the Uniform Transfers to Minors Act, (c) a parent of such person, or (d) such person directly. 16. The trustee and its ministerial agent in carrying out their duties under this Traditional IRA Trust Agreement shall have no duty, obligation, or responsibility to make any inquiry or conduct any investigation concerning the identification, address, or legal status of any individual or individuals alleging the status of beneficiary (designated or otherwise), nor to make any inquiry or investigation concerning the possible existence of any beneficiary not reported to the trustee or its ministerial agent after the trustee or its ministerial agent have been notified of the death of the grantor or the grantor s beneficiary, and prior to the distribution of the IRA except as required by applicable State and/or Federal law. The trustee or its ministerial agent may conclusively rely upon the veracity and accuracy of all matters reported to it by any source ordinarily presumed to be knowledgeable respecting the matters 16

18 reported. With respect to any distribution made by reason of the death of the grantor or beneficiary, as the case may be, the trustee shall have no higher duty than the exercise of reasonable care and shall incur no liability by reason of any action taken in reliance upon erroneous, inaccurate, or fraudulent information reported by any source presumed to be reliable, or by reason of incomplete information in its possession at the time of such distribution. Upon full and complete distribution of the grantor s or beneficiary s account, as the case may be, pursuant to the provisions of this IRA Agreement, the trustee and its ministerial agent shall be fully and forever discharged from all liability respecting such account. 17. If upon the grantor s death a valid beneficiary designation has not been filed with the trustee or its ministerial agent, or if a valid beneficiary designation filed with the trustee or its ministerial agent does not specify a method of distribution or it specifies a lump sum method of distribution, the beneficiary may elect a method of distribution which is in compliance with Article IV of this Agreement and the Code. 18. Any distribution shall be made within thirty days following receipt by the trustee of information in writing deemed by it sufficient for the purpose, provided that the trustee and its ministerial agent shall incur no liability respecting fluctuations in the value of the grantor s or beneficiary s account, as the case may be, due to delay caused by the trustee s good faith requirement for additional information before distribution. 19. If the trustee has reasonable doubt respecting the proper decision or course of action required of it under this Traditional IRA Trust Agreement or under a beneficiary designation, including questions regarding the Code as applicable to this Agreement, the trustee may in its sole and absolute discretion resolve such doubt by judicial determination which shall be binding on all parties claiming any interest in the grantor s account. In such event, all court costs, legal expenses, reasonable compensation for time expended by the trustee in the performance of its duties and other appropriate and pertinent expenses and costs shall be collected by the trustee from the grantor s or beneficiary s account. 20. The trustee shall deliver, or cause to be executed and delivered, to the grantor at the grantor s current address of record all proxies, prospectuses and notices pertaining to securities held in the IRA. The trustee shall not vote any such securities except pursuant to written instructions from the grantor. 21. The grantor accepts the schedule of trustee s fees in effect at the time the IRA comes into existence under this IRA Agreement. The trustee may change or add fees by mailing to the grantor or beneficiary a notice of the proposed new fee schedule at least sixty days prior to the time such new fee schedule is to take effect. Such changes may be made without the necessity of amending this IRA Agreement. The trustee s fees shall become due and payable as a condition of the service to be rendered, and unless otherwise provided for, shall be collected by the trustee or its ministerial agent by liquidating a sufficient number of shares from the grantor s or the beneficiary s IRA, as the case may be, and at such time as the trustee or its ministerial agent shall elect to be expedient in the normal conduct of trustee s business. 22. Unless the grantor (or the beneficiary, if applicable) is otherwise notified, the trustee s fees of Great Plains Trust Company, are as set forth below. The trustee reserves the right without notice to charge reasonable fees for additional services requested. Non-periodic withdrawal or termination charge Any income, gift, estate, inheritance, transfer, or other taxes incurred in connection with the investment or reinvestment of assets of the IRA, and all other administrative and legal expenses incurred by the trustee in the performance of its duties shall be paid by the grantor s or the beneficiary s IRA, and the trustee shall be entitled to withhold amounts equivalent to such fees from distribution of the grantor s or beneficiary s IRA pending their final determination. 24. Upon giving sixty days written notice to the other party, the trustee may resign or the grantor may remove the trustee, after which the grantor shall appoint a successor trustee. The trustee, upon receipt of written acceptance of appointment by a successor trustee, shall transfer and pay over to such successor trustee the assets of the grantor s IRA either in cash or in kind as instructed by the grantor. If no successor trustee has been appointed when the trustee s resignation becomes effective, the trustee may pay the grantor s interest to the grantor or appoint a successor trustee. If the grantor is deceased or legally incapacitated, the grantor s successor in interest becomes the grantor for purposes of this paragraph. 17

19 25. The trustee and its ministerial agent are authorized to retain and withdraw from the assets of the IRA account(s) of the grantor or the beneficiary, if applicable, the amount of all trustee fees, compensation, costs, and expenses due and anticipated, or for payment of any other liabilities constituting a charge against the grantor s or beneficiary s IRA accounts. The time, allocation, and manner of retention and withdrawal shall be within the sole discretion of the trustee and its ministerial agent. 26. This Agreement shall be construed, administered, and enforced according to the laws of the state wherein the trustee is domiciled. 27. The grantor or the grantor s beneficiary shall not engage in any prohibited transactions with reference to an IRA under this IRA Agreement as set forth in section 4975(c) of the Code. 28. Any Excess Contribution may be corrected from time to time as allowed under the Code. 29. This Traditional IRA Trust Agreement may be used by the grantor to establish any one of the following: Traditional IRA, Rollover IRA, or SEP-IRA. Contributions to the IRA can be made thereafter as allowed by the Code from time to time. Contributions may be made to IRAs established under this IRA Agreement for plan years commencing after December 31, However, rollovers and amendments as a complete restatement in the form of this IRA can contain contributions made by or on behalf of the grantor for plan years commencing prior to January 1, For purposes of this Article VIII, except when the context indicates otherwise, the masculine gender includes the feminine and neuter genders, and vice versa, and the singular shall include the plural, and vice versa. 31. Where applicable reference is made to the grantor in this Traditional IRA Trust Agreement, the term grantor, in the event of grantor s death or legal incapacity, shall include a surviving spouse, successor in interest, beneficiary(ies), or personal representative, as the case may be, when it shall become necessary for the proper administration of this Traditional IRA Trust Agreement or the maintenance of tax qualification. 32. If in the event of the grantor s death or legal incapacity it shall become necessary for the trustee to receive instructions to properly administer the IRA Agreement, the personal representative of the grantor shall be the successor in interest solely for the purpose of maintaining the proper administration of an IRA established under this IRA Agreement and its tax qualification. A personal representative includes an executor, administrator, guardian, trustee, or one holding a power of attorney, as the case may be, to the extent such persons are allowed to act for the grantor under the state law of the domicile of the trustee. In the absence of a personal representative, the beneficiary shall act in this capacity. 33. The grantor may authorize the transfer of assets from another IRA established by the grantor directly to the trustee of this IRA. If the transfer is authorized at the time the grantor establishes this IRA, the grantor may amend the other IRA to be restated in its entirety in the form of this Traditional IRA Trust Agreement by completing and signing the Traditional IRA Enrollment Form. The grantor may authorize the transfer of the assets from this IRA directly to another IRA where the assets are to be held by a trustee or a custodian. All such transfers and amendments, where applicable, shall be in compliance with the Code in order that the IRA may remain qualified under section 408. Any transfer of assets into or from this IRA or any amendment to this or any other IRA shall be the sole responsibility of the grantor. Where the grantor dies after benefits have commenced, any successor in interest to the grantor, including a surviving spouse or another beneficiary, shall be subject to the provisions of this paragraph. The trustee and its ministerial agent shall be indemnified and defended by the grantor or such other persons or parties who are grantor s successors in interests, as the case may be, for any loss or expense of the trustee or its ministerial agent as a result of the trustee s reliance upon the grantor s, or successors in interests, direction to carry out such amendment. Notwithstanding the terms contained in Article I, the trustee may accept direct transfers exceeding $3,000 for the tax year. 34. The term Code as used in this IRA Agreement means the Internal Revenue Code of 1986, as amended, or any successor statute and rules or regulations issued pursuant thereto. 35. This Article VIII of the Traditional IRA Trust Agreement incorporates the Code, regulations and rulings thereunder from time to time that are necessary for the tax qualification of the IRA. Any changes from time to time in the Code, regulations, and rulings thereunder affecting the qualification of the IRA are incorporated by reference into this Traditional IRA Trust Agreement. 18

20 36. To the extent allowed by the Code, and subject to the trustee s acceptance in its sole discretion, an employer sponsoring a Simplified Employee Pension Plan (SEP), in order to maintain the tax qualified status of its SEP, may establish IRAs under this IRA Agreement on behalf of employees who are not locatable or who are unwilling or unable to establish an IRA. 37. If the trustee is Great Plains Trust Company, Jones & Babson, Inc. shall be the ministerial agent for the trustee in the performance of any ministerial duties delegated to it by the trustee. If any other bank or entity is the trustee, then Jones & Babson, Inc. shall not be the ministerial agent for any duties of the trustee unless it agrees thereto in writing with the other trustee. Wherever the term ministerial agent or trustee s ministerial agent is used throughout this IRA Agreement, it refers to Jones & Babson, Inc. in the execution of its duties as ministerial agent for the trustee of its IRAs, Great Plains Trust Company. 38. The trustee or the trustee s ministerial agent shall mail to the last known address of the benefited individual a copy of this Traditional IRA Trust Agreement or the amended portions thereof whenever it is materially amended. 39. This Traditional IRA Trust Agreement (drafted by the Internal Revenue Service except for this Article VIII) is made available solely for the convenience of the grantor and the grantor s professional legal and tax advisers, whose responsibility it shall be to maintain the tax qualification of IRAs established under this Traditional IRA Trust Agreement. Neither the Fund(s) nor Jones & Babson, Inc., nor Great Plains Trust Company, nor any of the assigns or successors in interest of the above make any representation with respect to the tax effect upon the individual using this Traditional IRA Trust Agreement, including the text of this Article VIII, and they disclaim any liability with respect thereto. 40. This Article VIII has been drafted in language believed to be acceptable to the Internal Revenue Service and, to the extent applicable, the Department of Labor. If a subsequent review of this Agreement by the Internal Revenue Service or the Department of Labor, if applicable, requires an amendment to this IRA Agreement in order to maintain its favorable tax treatment under the Code, the trustee or its ministerial agent will cooperate with the grantor in the filing of a timely and proper amendment. 41. By signing the Traditional IRA Enrollment Form and thereby adopting the IRA, the grantor acknowledges that: (1) the grantor has received a copy of this Traditional IRA Trust Agreement and the accompanying Traditional IRA Disclosure Statement at least seven days prior to the earlier of the date the grantor signed the Traditional IRA Enrollment Form or purchased shares, and (2) before investing the grantor received a copy of the prospectus(es) of the Fund(s) in which the IRA will be invested. In reliance upon this representation, the trustee will accept its duties under this Traditional IRA Trust Agreement and the Fund(s) will accept investment of the assets of this Traditional IRA. 19