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Advised by Harris Associates L.P. Distributed by Harris Associates Securities L.P., Member FINRA. 03/20 Oakmark Funds’ SIMPLE IRA Plan Booklet including the UMB Bank, n.a. Disclosure Statement and Custodial Agreement

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Page 1: Harris-Oakmark SIMPLE IRA Booklet 2020the end of any calendar year, you have a higher SIMPLE IRA employee contribution limit. The limits for under age 50 and 50 or older employees

Advised by Harris Associates L.P.Distributed by Harris Associates Securities L.P., Member FINRA. 03/20

Oakmark Funds’ SIMPLE IRA Plan Bookletincluding the UMB Bank, n.a. Disclosure Statement and Custodial Agreement

Toppan Merrill - Harris-Oakmark SIMPLE IRA Booklet Fund Marketing Collateral 03-05-2020 ED | mmcgee | 28-Apr-20 11:08 | 20-11898-3.ba | Sequence: 1CHKSUM Content: 37472 Layout: 17429 Graphics: 42804 CLEAN

JOB: 20-11898-3 CYCLE#;BL#: 4; 0 TRIM: 5.50" x 8.50" AS: Chicago: 877-427-2185COLORS: Yellow, Magenta, Cyan, ~note-color 2, 0, Black GRAPHICS: oak_funds_2408_k_new_logo.eps, Oak leaf cover cmyk resize.eps V1.5

Page 2: Harris-Oakmark SIMPLE IRA Booklet 2020the end of any calendar year, you have a higher SIMPLE IRA employee contribution limit. The limits for under age 50 and 50 or older employees

Oakmark Funds SIMPLE IRA Plan Booklet

UMB Bank, n.a.SIMPLE IRA Disclosure Statement

Simple IRA Plan Information From your Employer . 1 Establishing your IRA . . . . . . . . . . . . . . . . . . . . . . . . 1 Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Transfers/Rollovers . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 State Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Account Termination . . . . . . . . . . . . . . . . . . . . . . . . . 12 Simple IRA Documents . . . . . . . . . . . . . . . . . . . . . . . 12 Additional Information . . . . . . . . . . . . . . . . . . . . . . . 13

UMB Bank, n.a.SIMPLE IRA Custodial Agreement

Privacy Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Article I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Article II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Article III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Article IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Article V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Article VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Article VII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Article VIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Before investing in any Oakmark Fund, you should carefully consider the Fund’s investmentobjectives, risks, management fees and other expenses. This and other important informationis contained in a Fund’s prospectus and summary prospectus. Please read the prospectus andsummary prospectus carefully before investing. For more information, please visit our websiteat Oakmark.com or call 1-800-OAKMARK (625-6275).

Toppan Merrill - Harris-Oakmark SIMPLE IRA Booklet Fund Marketing Collateral 03-05-2020 ED | mmcgee | 28-Apr-20 11:08 | 20-11898-3.ba | Sequence: 2CHKSUM Content: 34043 Layout: 2747 Graphics: 0 CLEAN

JOB: 20-11898-3 CYCLE#;BL#: 4; 0 TRIM: 5.50" x 8.50" AS: Chicago: 877-427-2185COLORS: PANTONE 555 U, ~note-color 2, Black GRAPHICS: none V1.5

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ImportantThis disclosure statement describes the rules applicable to SIMPLE IndividualRetirement Accounts, as revised by the 2001 tax law, effective January 1,2002. These are IRAs established to operate as part of an employer SIMPLEIRA plan established by your employer. This disclosure statement does notdescribe Traditional IRAs or Roth IRAs that you can establish and makecontributions to within IRS limits. UMB Bank, n.a., the SIMPLE IRACustodian, also has a different kit of materials that may be used to establisha Traditional IRA or a Roth IRA.

Be sure to establish the correct kind of IRA.

SIMPLE IRA Plan Information from your EmployerAs part of operating a SIMPLE IRA plan, your employer is required to give youtwo kinds of information (these may be combined in a single pamphlet ornotice). First, your employer should give you a “summary description” of themain features of the employer’s SIMPLE IRA plan, including information aboutany eligibility requirements your employer imposes. This summary descriptionmay include a photocopy of IRS Form 5305-SIMPLE or 5304-SIMPLE ascompleted by your employer to establish its SIMPLE IRA plan, or it may be ina different format. Also, your employer should give you a copy of a noticestating how much the employer will contribute to participants’ SIMPLE IRAsfor the plan year.

Establishing your IRAThis disclosure statement contains information about your SIMPLEIndividual Retirement Custodial Account with UMB Bank, n.a. as custodian.Your IRA gives you several tax benefits. Within IRS limits, contributionsunder your employer’s SIMPLE IRA plan to your IRA are not taxable incometo you until withdrawn. Earnings on the assets held in your IRA are notsubject to federal income tax until withdrawn by you. State income taxtreatment of your IRA may differ from federal treatment; ask your state taxdepartment or your personal tax adviser for details.

All IRAs must meet certain requirements. Contributions generally must bemade in cash. The IRA trustee or custodian must be a bank or other personwho has been approved by the Secretary of the Treasury. Your contributionsmay not be invested in life insurance or collectibles or be commingled withother property except in a common trust or investment fund. Your interestin the account must be non-forfeitable at all times. You may obtain furtherinformation on IRAs from any district office of the Internal Revenue Service.

SIMPLE IRA Disclosure Statement

Toppan Merrill - Harris-Oakmark SIMPLE IRA Booklet Fund Marketing Collateral 03-05-2020 ED | mmcgee | 28-Apr-20 11:08 | 20-11898-3.ca | Sequence: 1CHKSUM Content: 3578 Layout: 7200 Graphics: 0 CLEAN

JOB: 20-11898-3 CYCLE#;BL#: 4; 0 TRIM: 5.50" x 8.50" AS: Chicago: 877-427-2185COLORS: PANTONE 555 U, ~note-color 2, Black GRAPHICS: none V1.5

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To the extent required by the IRS under its rules for SIMPLE IRAs, you arepermitted to revoke a newly established IRA at any time within any IRS timelimits. If permitted, to revoke your IRA, mail or deliver a written notice ofrevocation to the custodian at the address which appears at the end of thisDisclosure Statement. Mailed notice will be deemed given on the date thatit is postmarked (or, if sent by certified or registered mail, on the date ofcertification or registration). If you revoke your IRA within the time limits,the amount contributed into your IRA will be returned as provided underthe IRS rules.

Fees and ExpensesCustodian’s fees

The following is a list of the fees charged by the custodian for maintainingeither a traditional IRA or a Roth IRA.

Account Set Up Fee $5.00

Annual Account Maintenance Fee(up to a maximum of $20.00 per Social Security Number) $10.00

General fee policies

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

The full annual maintenance fee will be charged for any calendar year duringwhich you have an IRA with us. This fee is not prorated for periods of lessthan one full year.

At the time of account closure, the $10 annual maintenance fee (if notalready paid or deducted that year) will be assessed.

The custodian may charge you for its reasonable expenses for services notcovered by its fee schedule.

Other charges

There may be sales or other charges associated with the purchase orredemption of shares of a fund in which your IRA is invested. Be sure toread carefully the current prospectus of any fund you are considering as aninvestment for your IRA for a description of applicable charges.

EligibilityWhich employers may have SIMPLE IRA plans?

SIMPLE IRA plans are only for small employers. This is defined as anemployer with 100 or fewer employees in the previous calendar year whohad $5,000 or more in total pay from the employer. For this purpose, separateemployers that are related by common ownership under IRS “controlled

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JOB: 20-11898-3 CYCLE#;BL#: 4; 0 TRIM: 5.50" x 8.50" AS: Chicago: 877-427-2185COLORS: PANTONE 555 U, ~note-color 2, Black GRAPHICS: none V1.5

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group” rules are considered a single employer. (There are certain additionalrules; these are described in the summary description of its SIMPLE IRA planthat your employer should give you.)

Your employer determines if it is eligible to establish a SIMPLE IRA plan. Anemployer may have a SIMPLE IRA plan only if it has no other retirementplan at any time when the SIMPLE IRA plan is in operation. “Retirementplans” for this purpose include profit sharing, 401(k) retirement and otherkinds of plans that receive tax benefits (as an exception to this rule,unionized employees may participate in a separate retirement plan underthe collective bargaining agreement and the employer could have a SIMPLEplan for non-union employees.)

Which employees participate in the SIMPLE IRA?

Generally speaking, all of the employer’s employees must participate in theSIMPLE IRA plan. However, the employer may decide to exclude:

• An employee who did not receive at least $5,000 in pay from theemployer in at least two prior calendar years (not necessarily consecutive)

• An employee who is not reasonably expected to receive at least $5,000 inpay from the employer for the current calendar year

• Union employees, provided that there was good faith bargaining overthe issue of retirement benefits

• Employees who are non-resident aliens and receive no U.S. source income

The summary description of its SIMPLE IRA plan that your employer shouldgive you will indicate whether these groups of employees will be includedor excluded from the employer’s SIMPLE IRA plan.

ContributionsTwo kinds of contributions are permitted: (i) employee contributions and(ii) employer contributions, which may be either matching or non-matchingcontributions.

How much can I contribute to my IRA?

If you are an eligible employee, you may elect to have a percentage of yourpay contributed by the employer to your SIMPLE IRA, as long as the amountdoes not exceed the SIMPLE IRA employee contribution limit. This limitincreases as indicated in the following table. Also, if you are 50 or older atthe end of any calendar year, you have a higher SIMPLE IRA employeecontribution limit. The limits for under age 50 and 50 or older employeesare shown in the following table.

Toppan Merrill - Harris-Oakmark SIMPLE IRA Booklet Fund Marketing Collateral 03-05-2020 ED | mmcgee | 28-Apr-20 11:08 | 20-11898-3.ca | Sequence: 3CHKSUM Content: 10319 Layout: 41544 Graphics: 0 CLEAN

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You elect the desired percentage of pay to contribute in a salary reductionagreement (your employer will have a form for you to use). Salary reductionsmay be made only from pay you earn after signing the salary reductionagreement.

Your salary reduction contributions must be transferred to your SIMPLE IRAas soon as the employer can reasonably do so. The outside deadline is the30th day of the month following the month when you would have receivedthe pay amount except for the salary reduction.

How much will my employer contribute?

For each year that it operates its SIMPLE IRA plan, your employer must makecontributions on behalf of participants. The employer may choose eithermatching or nonmatching contributions for a particular calendar year.

If the employer makes matching contributions, you must make salaryreduction contributions from your own pay in order to receive pay matchingcontribution from your employer. Your employer will match yourcontributions, dollar for dollar, up to a cap of 1% to 3% of your pay for thecalendar year. Your employer decides the cap (subject to certain IRSrequirements).

If your employer decides to make nonmatching contributions, it mustcontribute 2% of your pay for the calendar year (provided that you receive$5,000 or more in pay from the employer for the calendar year). For thispurpose only, the pay is subject to an IRS limit. The limit is $265,000 for2015 and 2016, $270,000 for 2017, $275,000 for 2018, and $280,000 for2019, and $285,000 for 2020 (this amount is indexed periodically by theU.S. Treasury for future cost-of-living changes).

The employer must notify you of the contribution approach it has elected fora particular calendar year in advance of that year. Employer contributions must

Year Under Age 50 Age 50 or Older

SIMPLE IRA CONTRIBUTION LIMIT

2013 and 2014 2015-2018 2019 2020 Future Years

$12,000 $12,500 $13,000 $13,500 Increases in $500 increments based on cost-of-living increases

$14,500 $15,500 $16,000 $16,500 $3,000 more than the under age 50 limit

Toppan Merrill - Harris-Oakmark SIMPLE IRA Booklet Fund Marketing Collateral 03-05-2020 ED | mmcgee | 28-Apr-20 11:08 | 20-11898-3.ca | Sequence: 4CHKSUM Content: 2025 Layout: 47421 Graphics: 0 CLEAN

JOB: 20-11898-3 CYCLE#;BL#: 4; 0 TRIM: 5.50" x 8.50" AS: Chicago: 877-427-2185COLORS: PANTONE 555 U, ~note-color 2, Black GRAPHICS: none V1.5

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be transferred to your SIMPLE IRA no later than the due date (including anyextension) for the employer to file its federal income tax return for the year.

What happens if more is contributed to my SIMPLE IRA thanpermitted?

Any amount contributed to your SIMPLE IRA above the maximum limit isconsidered an “excess contribution.” An excess contribution is subject to anexcise tax of 6% for each year it remains in your SIMPLE IRA.

An excess contribution may be corrected without paying a 6% penalty. Todo so, you must withdraw the excess and any earnings on the excess beforethe due date (including extensions) for filing your federal income tax returnfor the year for which you made the excess contribution. The IRSautomatically grants to taxpayers who file their taxes by the April 15 deadlinea six-month extension of time (until October 15) to remove an excesscontribution for the tax year covered by that filing. Earnings on the amountwithdrawn must also be withdrawn. (Refer to IRS Publication 590-B to seehow the amount you must withdraw to correct an excess contribution maybe adjusted to reflect gain or loss.) Earnings that are a gain must be includedin your income for the tax year for which the contribution was made andthe earnings may be subject to a 25% premature withdrawal penalty withinthe first 2 years after the establishment of your Simple IRA, 10% thereafter.This penalty is in addition to normal income taxes if you have not reachedage 591⁄2 (see below).

What happens if I don’t correct the excess contribution by the taxreturn due date?

Any excess contribution withdrawn after the tax return due date (includingany extensions) for the year for which the contribution was made will besubject to the 6% excise tax. The IRS automatically grants to taxpayers whofile their taxes by the April 15 deadline a six-month extension of time untilOctober 15 to remove an excess contribution for the tax year covered bythat filing. There will be an additional 6% excise tax for each year the excessremains in your account. Any such excess contributions must be reportedto the IRS (see “What tax information must I report to the IRS?” below, underthe heading “Tax Matters”.

Under limited circumstances, you may correct an excess contribution afterthe deadline for the tax year by withdrawing the excess contribution (leavingthe earnings in the account). This withdrawal will be includible in incomebut will not be subject to any premature withdrawal penalty if yourcontributions to all SIMPLE IRAs do not exceed the contribution limit (plusthe “catch-up” contribution, if eligible).

Toppan Merrill - Harris-Oakmark SIMPLE IRA Booklet Fund Marketing Collateral 03-05-2020 ED | mmcgee | 28-Apr-20 11:08 | 20-11898-3.ca | Sequence: 5CHKSUM Content: 49122 Layout: 40027 Graphics: 0 CLEAN

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Transfer/RolloversCan I transfer my SIMPLE IRA to another IRA?

Yes. The IRS rules for SIMPLE IRAs say that you may transfer to anotherSIMPLE IRA, or to a traditional IRA or a Roth IRA you have established. Also,a transfer to your account in an employer plan (maintained by anotheremployer) is permitted (if the other employer plan accepts such transfers).However, during the first two years after your participation in the SIMPLEIRA plan begins, you may transfer only to another SIMPLE IRA (not atraditional or Roth IRA or employer plan account).

Note: If you transfer your SIMPLE IRA balance to a Roth IRA, this isconsidered a taxable conversion; the amount converted will be subject toincome taxes. More information on this topic can be found in our materialsdescribing Roth IRAs or from the IRS.

Certain transfer rules depend on whether your employer has established itsSIMPLE IRA plan with a “designated financial institution” or not. Thesummary description (or other information) provided to you by youremployer should indicate whether your employer’s SIMPLE IRA plan uses adesignated financial institution or not).

With a designated financial institution, all contributions are initially paidto that institution. However, you have the right to elect to havecontributions to your SIMPLE IRA account with the designated financialinstitution transferred to another SIMPLE IRA you have established wherethe contributions will be invested in accordance with your directions. Ifyour election is made during the 60-day period when you elect your salaryreduction contributions to the plan for a calendar year, then contributionsfor that calendar year will be transferred without a transfer fee or other costor penalty. Pending transfer from the designated financial institution to theSIMPLE IRA you have established to receive transferred contributions, thecontributions for you may be invested in a specified investment, such as amoney market fund or a deposit account, and you will have no choice ofinvestments. Other transfers may be made to another SIMPLE IRA ortraditional IRA, but they will be subject to normal fees of the custodian aswell as to redemption or other charges imposed by the mutual fund in whichcontributions are invested (as described in its prospectus). More informationon this subject is found in the summary description of your employer’sSIMPLE IRA plan.

Your employer may decide to operate its SIMPLE IRA plan without adesignated financial institution. In this case, each eligible employee sets upa SIMPLE IRA with a financial institution of his or her choice. Contributionson your behalf will be sent to your SIMPLE IRA account, wherever you haveset it up, and invested according to your instructions.

Toppan Merrill - Harris-Oakmark SIMPLE IRA Booklet Fund Marketing Collateral 03-05-2020 ED | mmcgee | 28-Apr-20 11:08 | 20-11898-3.ca | Sequence: 6CHKSUM Content: 27101 Layout: 37175 Graphics: 0 CLEAN

JOB: 20-11898-3 CYCLE#;BL#: 4; 0 TRIM: 5.50" x 8.50" AS: Chicago: 877-427-2185COLORS: PANTONE 555 U, ~note-color 2, Black GRAPHICS: none V1.5

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Can I make a normal rollover or direct transfer from anotherretirement plan to my SIMPLE IRA?

After December, 2015, you may move money by rollover or transfer from aneligible non-SIMPLE IRA retirement plan into your SIMPLE IRA if you havesatisfied the requirement for two years of participation in a SIMPLE IRA. Aneligible retirement plan is defined as a traditional IRA under 408(a) or (b), a SEPIRA, a governmental 457(b) plan, a qualified plan under 401(a), or a 403(b) plan.

Can I make a normal rollover from my SIMPLE IRA to anotherIRA?

You may make a normal rollover from one SIMPLE IRA to another SIMPLEIRA or to a traditional IRA. (You may also make a rollover from a SIMPLEIRA to a Roth IRA, but there will be income tax imposed—see above.)However, during the first two years after your participation in the SIMPLEIRA plan begins, you may make a rollover only to another SIMPLE IRA.

Any rollover must be completed within 60 days after the withdrawal fromyour first IRA. In limited circumstances, when an IRA rollover could not becompleted within 60 days due to circumstances beyond your control or notyour fault, you can apply to the IRS for approval of a rollover after 60 days.However, IRS approval may not be needed if the financial institutionreceiving the rollover did not deposit the rollover amount in an IRA. Consultyour tax advisor for more information. The IRS website also is a good sourceof information for the most current rules regarding requirements for andrestrictions on IRA to IRA rollovers.

After making a rollover from any of your IRAs to another IRA, you mustwait a full year (365 days) before you can make another such rollover. Thewaiting period begins when you receive a direct payment from your IRAthat is eligible to roll over to another IRA. However, you can instruct yourIRA Custodian to transfer amounts directly to another SIMPLE IRACustodian; such a direct transfer does not count as a rollover and is notsubject to the one rollover per year waiting period.

InvestmentsHow are contributions to my SIMPLE IRA invested?

You control the investment and reinvestment of contributions to thisSIMPLE IRA. Investments must be in one or more of the fund(s) availablefrom time to time as listed in the Adoption Agreement for your SIMPLE IRAor in an investment selection form included with your SIMPLE IRA AdoptionAgreement. You direct the investment of your SIMPLE IRA by giving yourinvestment instructions to the distributor or service company for the fund(s).Since you control the investment of your SIMPLE IRA, you are responsiblefor any losses; neither the custodian, the distributor nor the service companyhas any responsibility for any loss or diminution in value occasioned by

Toppan Merrill - Harris-Oakmark SIMPLE IRA Booklet Fund Marketing Collateral 03-05-2020 ED | mmcgee | 28-Apr-20 11:08 | 20-11898-3.ca | Sequence: 7CHKSUM Content: 39643 Layout: 43964 Graphics: 0 CLEAN

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your exercise of investment control. Transactions for your SIMPLE IRA willgenerally be effected at the applicable public offering price or net asset valuefor shares of the fund(s) involved next established after the distributor orthe service company (whichever may apply) receives proper investmentinstructions from you; consult the current prospectus for the fund(s)involved for additional information.

Before making any investment, read carefully the current prospectus for anyfund you are considering as an investment for your SIMPLE IRA. Theprospectus will contain information about the fund’s investment objectivesand policies, as well as any minimum initial investment or minimumbalance requirements and any sales, redemption or other charges.

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

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

The tax-exempt status of your SIMPLE IRA will be revoked if you engage inany of the prohibited transactions listed in Section 4975 of the tax code.The fair market value of your SIMPLE IRA will be includible in your taxableincome in the year in which such prohibited transaction takes place. Thefair market value of your SIMPLE IRA may also be subject to a penalty tax asa premature withdrawal if you have not yet reached the age of 591⁄2. Theremay also be prohibited transaction penalty taxes.

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

What is a prohibited transaction?

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

• Direct or indirect sale or exchange of property between you and yourSIMPLE IRA.

• Transfer of any property from your SIMPLE IRA to yourself or fromyourself to your SIMPLE IRA.

Your SIMPLE IRA could lose its tax-exempt status if you use all or part ofyour interest in your SIMPLE IRA as security for a loan or borrow any moneyfrom your SIMPLE IRA. Any portion of your SIMPLE IRA used as security fora loan will be taxed as ordinary income in the year in which the money isborrowed. If you are under age 591⁄2, this amount will also be subject to apenalty tax as a premature distribution.

Toppan Merrill - Harris-Oakmark SIMPLE IRA Booklet Fund Marketing Collateral 03-05-2020 ED | mmcgee | 28-Apr-20 11:08 | 20-11898-3.ca | Sequence: 8CHKSUM Content: 6741 Layout: 54063 Graphics: 0 CLEAN

JOB: 20-11898-3 CYCLE#;BL#: 4; 0 TRIM: 5.50" x 8.50" AS: Chicago: 877-427-2185COLORS: PANTONE 555 U, ~note-color 2, Black GRAPHICS: none V1.5

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WithdrawalsWhen can I make withdrawals from my SIMPLE IRA?

You may withdraw from your SIMPLE IRA at any time. However, withdrawalsbefore age 591⁄2 may be subject to a penalty tax in addition to regular incometaxes (see below).

When must I start making withdrawals?

If you have not withdrawn your entire SIMPLE IRA by the April 1 followingthe year in which you reach 72, you must make minimum withdrawals inorder to avoid penalty taxes. The rule allowing most employees to postponedistributions from an employer qualified plan until actual retirement (evenif this is after age 72) does not apply to SIMPLE IRAs.

Recent IRS rules make it easier for you to calculate your required minimumdistribution. Under these rules a uniform table is used to determine requiredminimum distributions. The distribution period under the uniform table isthe equivalent of the joint life expectancy of you and a beneficiary 10 yearsyounger than you. (A different IRS joint life expectancy table may be used ifyour spouse is the sole beneficiary and is more than 10 years younger thanyou.) The minimum withdrawal amount is determined by dividing thebalance in your SIMPLE IRA (or IRAs) by the life expectancy factor from theuniform table. You are no longer required to elect whether or not torecalculate life expectancies because recalculation is built into the uniformtable. Although the required minimum distribution rules have beensimplified in some ways, they are still, in general, complex. Consult yourtax adviser for assistance.

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

How are withdrawals from my SIMPLE IRA taxed?

Amounts withdrawn by you are includible in your gross income in thetaxable year that you receive them, and are taxable as ordinary income.Lump sum withdrawals from SIMPLE IRAs are not eligible for averagingtreatment currently available to certain lump sum distributions fromqualified employer retirement plans.

Since the purpose of the SIMPLE IRA is to accumulate funds for retirement,your receipt or use of any portion of your SIMPLE IRA before you attain age591⁄2 generally will be considered as an early withdrawal and subject toa penalty tax. For withdrawals from your SIMPLE IRA during the firsttwo years after the date of the first contribution to your SIMPLE IRA account

Toppan Merrill - Harris-Oakmark SIMPLE IRA Booklet Fund Marketing Collateral 03-05-2020 ED | mmcgee | 28-Apr-20 11:08 | 20-11898-3.ca | Sequence: 9CHKSUM Content: 19434 Layout: 39412 Graphics: 0 CLEAN

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under your employer’s SIMPLE IRA plan, the penalty is 25% of the amountwithdrawn. After that, the penalty is 10% of the amount withdrawn.

The penalty tax for early withdrawal will not apply if:

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

• The purpose of the withdrawal is to pay certain higher education expensesfor yourself or your spouse, child or grandchild. Qualifying expensesinclude tuition, fees, books, supplies and equipment required forattendance at a post-secondary education institution. Room and boardexpenses 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 principalresidence (including customary settlement, financing or closing costs).The purchaser may be you, your spouse, or a child, grandchild, parent orgrandparent 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 duringthe two-year period immediately preceding the acquisition in question.The withdrawal must be used for eligible expenses within 120 days afterthe withdrawal. (If there is an unexpected delay, or cancellation of thehome 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 withdrawal is one of a scheduled series of substantially equal periodicpayments for your life or life expectancy (or the joint lives or lifeexpectancies of you and your beneficiary).

• If there is an adjustment to the scheduled series of payments, the penaltytax will apply. The penalty will not apply if you make no change in theseries of payments until the end of five years or until you reach 591⁄2,whichever is later. If you make a change before then, the penalty willapply. For example, if you begin receiving payments at age 50 under awithdrawal program providing for substantially equal payments over yourlife expectancy, and at age 58 you elect to receive the remaining amountin your IRA in a lump-sum, the penalty tax will apply to the lump sumand to the amounts previously paid to you before age 591⁄2.

• The withdrawal does not exceed the amount of your deductible medicalexpenses for the year (generally speaking, medical expenses paid duringa year are deductible if they are greater than 71⁄2% of your adjusted grossincome for that year),

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• The withdrawal does not exceed the amount you paid for healthinsurance coverage for yourself, your spouse and dependents. Thisexception applies only if you have been unemployed and received federalor state unemployment compensation payments for at least twelve weeks;this exception applies to distributions during the year in which youreceived the unemployment compensation and during the following year,but not to any distributions received after you have been reemployed forat least 60 days, or

• The distribution is made pursuant to an IRS levy to pay overdue taxes.

• The withdrawal is eligible as a qualified reservist distribution (adistribution to a military reservist called up for active duty that meetscertain requirements).

Tax MattersWhat IRA reports does the custodian issue?

The custodian will report all withdrawals to the IRS and the recipient usingForm 1099-R. For reporting purposes, a direct transfer of assets to a successorcustodian or trustee is not considered a withdrawal.

The custodian will report to the IRS the year-end value of your account andthe amount of any contributions made or other transactions during acalendar year.

What tax information must I report to the IRS?

You must file Form 5329 with the IRS for each taxable year for which youtake a premature withdrawal, or you withdraw less than the requiredminimum amount from your SIMPLE IRA. If your beneficiary fails to makerequired minimum withdrawals from your SIMPLE IRA after your death, yourbeneficiary may be subject to an excise tax and be required to file Form 5329.

Note: If you are under age 591⁄2 at the time of a withdrawal from your IRA,the IRS requires the custodian to indicate on Form 1099-R that thewithdrawal is subject to the premature withdrawal penalty (see above). Theonly exceptions the IRS allows for purposes of Form 1099-R are for death ordisability, a series of substantially equal periodic payments, or a distributionunder an IRS levy. If another exception actually applies to you, you mayhave to file Form 5329 to claim the exception.

Are SIMPLE IRA withdrawals subject to withholding?

Federal income tax will be withheld at a flat rate of 10% from any withdrawalfrom your SIMPLE IRA, unless you elect not to have tax withheld.Withdrawals from a SIMPLE IRA are not subject to the mandatory 20%income tax withholding that applies to most distributions from employerplans that are not directly rolled over to another plan or IRA.

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Are the earnings on my SIMPLE IRA funds taxed?

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

State TaxesPlease note that this booklet discusses the federal income tax treatment ofSIMPLE IRAs. State tax treatment may vary. Consult your tax advisor or staterevenue department if you have a question on state taxes on SIMPLE IRAs.

Account TerminationYou may terminate your SIMPLE IRA at any time after its establishment bysending a completed withdrawal form, or a transfer authorization form, to:

Direct Mail: For Overnight Delivery:Oakmark Funds Oakmark FundsP.O. Box 219558 330 West 9th StreetKansas City, MO 64121-9558 Kansas City, MO 64105-1514

Your SIMPLE IRA with UMB Bank, n.a. will terminate upon the first to occurof the following:

• The date your properly executed withdrawal form (as described above)withdrawing your total SIMPLE IRA balance is received in good order andaccepted by the custodian or, if later, the termination date specified inthe withdrawal form.

• The date the SIMPLE IRA ceases to qualify under the tax code. This willbe deemed a termination.

• The transfer of the SIMPLE IRA to another custodian/trustee.

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

The amount you receive from your SIMPLE IRA will be treated as awithdrawal, and thus the rules relating to SIMPLE IRA withdrawals will apply.For example, if the SIMPLE IRA is terminated before you reach age 591⁄2, theearly withdrawal penalty may apply on the amount you receive.

SIMPLE IRA DocumentsThe terms contained in Articles I to VII of the UMB Bank, n.a. SIMPLEIndividual Retirement Custodial Account document have been promulgatedby the IRS in Form 5305-SA for use in establishing an IRA custodial accountthat meets the requirements of the tax laws for a valid SIMPLE IRA. This IRS

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approval relates only to the form of Articles I to VII and is not an approvalof the merits of the SIMPLE IRA or of any investment permitted by theSIMPLE IRA. See Section 25 of Article VIII of the document for additionalinformation.

Additional InformationFor additional information you may write to the following address or callthe following telephone number.

Oakmark FundsP.O. Box 219558Kansas City, MO 64121-95581-800-OAKMARK (625-6275)

Note: The information in this Disclosure Statement reflects the bestinformation available at the time of preparation. However, SIMPLE IRAs aregoverned by complex provisions of the Internal Revenue Code and IRS rules.Consult your professional tax adviser or the IRS on any questions you haveabout a SIMPLE IRA plan or about the most recent IRS developments.

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Reasons we can share your Does UMB Can you limitpersonal information share? this sharing?

FACTS WHAT DOES UMB BANK, N.A. (“UMB”) DO WITH YOURPERSONAL INFORMATION?

Why? Financial companies choose how they share your personalinformation. Federal law gives consumers the right to limit some butnot all sharing. Federal law also requires us to tell you how we collect,share, and protect your personal information. Please read this noticecarefully to understand what we do.

What? The types of personal information we collect and share depend on theproduct or service you have with us. This information can include:• Social Security number• Account balances and account transactions• Payment history and transaction history• Retirement assetsWhen you are no longer our customer, we continue to share yourinformation as described in this notice.

How? All financial companies need to share customers’ personal informationto run their everyday business. In the section below, we list the reasonsfinancial companies can share their customers’ personal information, thereasons UMB chooses to share and whether you can limit this sharing.

For our everyday business purposes —such as to process your transactions, maintainyour account(s), respond to court orders andlegal investigations, or report to credit bureaus

Yes No

For our marketing purposes —to offer our products and services to you

No We don’t share

For joint marketing with otherfinancial companies

No We don’t share

For our affiliates’ everyday businesspurposes —information about your transactions andexperiences

No We don’t share

For our affiliates’ everydaybusiness purposes —information about your creditworthiness

No We don’t share

For nonaffiliates to market to you No We don’t share

Call toll-free 800.441.9535 (or if in Kansas City, call 816.860.5780).Question?

For affiliates to market to you No We don’t share

Rev. 9/16®

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Who we are

What we do

Definitions

Other Important Information

Page 2

UMB Bank, n.a.Who is providingthis notice?

To protect your personal information from unauthorizedaccess and use, we use security measures that comply withfederal law. These measures include computer safeguards andsecured files and buildings.

How does UMBprotect mypersonalinformation?

We collect your personal information, for example, when you:• Open an account or provide account information• Make deposits or take withdrawals from your account• Tell us about your investment or retirement portfolio

How does UMBcollect mypersonalinformation?

Federal law gives you the right to limit only:• Sharing for affiliates’ everyday business purposes —

information about your creditworthiness• Affiliates from using your information to market to you• Sharing for nonaffiliates to market to youState laws and individual companies may give you additionalrights to limit sharing. See below for more on your rightsunder state law.

Why can’t I limitall sharing?

Companies related by common ownership or control. Theycan be financial and nonfinancial companies.• UMB does not share with affiliates.

Affiliates

Companies not related by common ownership or control.They can be financial and nonfinancial companies.• UMB does not share with nonaffiliates so they can market

to you.

Nonaffiliates

A formal agreement between nonaffiliated financial companiesthat together market financial products or services to you.• UMB doesn’t jointly market.

Joint Marketing

You may have other privacy protections under applicable state laws. To the extent thesestate laws apply, we will comply with them when we share information about you. ForCalifornia residents: We will not share information we collect about you withnonaffiliates, except as permitted by California law, including, for example to processyour transactions or to maintain your account. For Vermont residents: We will not shareinformation we collect about you with nonaffiliates, except as permitted by Vermontlaw, including, for example to process your transactions or to maintain your account.

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The following provisions of Articles I to VII are in the form promulgated bythe Internal Revenue Service in Form 5305-SA for use in establishing aSIMPLE Individual Retirement Custodial Account. (Revised April 2017).

Article I.

The Custodian will accept cash contributions made on behalf of theParticipant by the Participant’s employer under the terms of a SIMPLE IRAplan described in section 408(p). In addition, the Custodian will accepttransfers or rollovers from other SIMPLE IRAs of the Participant and, afterthe 2-year period of participation defined in section 72(t)(6), transfers orrollovers from any eligible retirement plan (as defined in section 402(c)(8)(B))other than a Roth IRA or a designated Roth account.. No other contributionswill be accepted by the Custodian.

Article II.

The Participant’s interest in the balance in the Custodial Account is non-forfeitable at all times.

Article III.

1. No part of the Custodial Account funds may be invested in life insurancecontracts, nor may the assets of the Custodial Account be commingledwith other property except in a common trust fund or commoninvestment fund (within the meaning of section 408(a)(5)).

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

Article IV.

1. Notwithstanding any provision of this agreement to the contrary, thedistribution of the Participant’s interest in the Custodial Account shallbe made in accordance with the following requirements and shallotherwise comply with section 408(a)(6) and the regulations thereunder,the provisions of which are incorporated by reference.

2. The Participant’s entire interest in the Custodial Account must be, orbegin to be, distributed not later than the Participant’s required beginningdate, April 1 following the calendar year in which the Participant reachesage 72. By that date, the Participant may elect, in a manner acceptable

UMB Bank, n.a.Simple Individual Retirement Custodial Account

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to the Custodian, to have the balance in the Custodial Accountdistributed in:

(a) A single sum or

(b) Payments over a period not longer than the life of the Participant orthe joint lives of the Participant and his or her designated Beneficiary.

3. If the Participant dies before his or her entire interest is distributed tohim or her, the remaining interest will be distributed as follows:

(i) Designated Beneficiary Upon the death of a participant theindividual beneficiary would be required to withdrawal the entire accountwithin ten years, this rule applies regardless of whether RMD’s had begunprior to the participants death

(ii) Eligible Designated Beneficiary If the Employee’s Beneficiary is aneligible designated beneficiary The ten year rule would not apply if theaccount is distributed over the beneficiaries life or a period not exceedinghis or her life expectancy, as long as such distributions begin within oneyear of the death of the participant. An eligible designated beneficiary isany designated beneficiary who is, the surviving spouse, a child underthe age of majority, disabled or chronically ill, any other person who isnot more than 10 years younger than the deceased participant. If theeligible designated beneficiary is a spouse, then distributions would notbe required to begin earlier than the date on which the participant wouldhave attained age 72.

(iii) If there is no surviving Beneficiary designated by the Employee as ofthe beneficiary determination date, the entire amount in the Employee’sAccount must be distributed before the end of the tenth calendar yearfollowing the year of the Employee’s death.

4. If the Participant dies before his or her entire interest is distributed if thedesignated Beneficiary is not the Participant’s surviving spouse, noadditional contributions may be accepted in the Account.

5. The minimum amount that must be distributed each year, beginningwith the year containing the Participant’s required beginning date, isknown as the “required minimum distribution” and is determined asfollows:

(a) The required minimum distribution under paragraph 2(b) for anyyear, beginning with the year the Participant reaches age 72, is theParticipant’s Account value at the close of business on December 31 ofthe preceding year divided by the distribution period in the UniformLifetime Table in Regulations section 1.401(a)(9)-9. However, if theParticipant’s designated Beneficiary is his or her surviving spouse, the

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required minimum distribution for a year shall not be more than theParticipant’s Account value at the close of business on December 31 ofthe preceding year divided by the number in the joint and last survivortable in Regulations section 1.401(a)(9)-9. The required minimumdistribution for a year under this paragraph (a) is determined using theParticipant’s (or, if applicable, the Participant and spouse’s) attained age(or ages) in the year.

(c) The required minimum distribution for the year the Participantreaches age 72 can be made as late as April 1 of the following year. Therequired minimum distribution for any other year must be made by theend of such year.

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

Article V.

1. The Participant agrees to provide the Custodian with all informationnecessary to prepare any reports required by sections 408(i) and408(l)(2) and Regulations sections 1.408-5 and 1.408-6.

2. The Custodian agrees to submit to the Internal Revenue Service (IRS) andParticipant the reports prescribed by the IRS.

3. The Custodian also agrees to provide the Participant’s employer thesummary description described in section 408(l)(2) unless this SIMPLEIRA is a transfer SIMPLE IRA.

Article VI.

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

Article VII.

This agreement will be amended as necessary to comply with the provisionsof the Code and the related regulations. Other amendments may be madewith the consent of the persons whose signatures appear on the AdoptionAgreement.

Article VIII.

1. Definitions. As used in this Article VIII the following terms have thefollowing meanings: “Account” or “Custodial Account” means the

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SIMPLE Individual Retirement Account established using the terms ofthis Agreement and the Adoption Agreement signed by the Participant.

“Adoption Agreement” is the application signed by the Participant toaccompany and adopt this Custodial Account. The Adoption Agreementmay also be referred to as the “Account Application”.

“Agreement” means this UMB Bank, n.a. Simple Individual RetirementAccount Custodial Agreement and the Adoption Agreement signed bythe Participant.

“Ancillary Fund” means any mutual fund or registered investmentcompany designated by Sponsor, which is (i) advised, sponsored ordistributed by a duly licensed mutual fund or registered investmentcompany other than the Custodian, and (ii) subject to a separateagreement between the Sponsor and such mutual fund or registeredinvestment company, to which neither the Custodian nor the ServiceCompany is a party; provided, however, that such mutual fund orregistered investment company must be legally offered for sale in thestate of the Depositor’s residence. “Beneficiary” has the meaning assignedin Section 11.

“Custodial Account” means the SIMPLE individual retirement accountestablished using the terms of this Agreement.

“Custodian” means UMB Bank, n.a. and any corporation or other entitythat by merger, consolidation, purchase or otherwise, assumes theobligations of the Custodian.

“Distributor” means the entity which has a contract with the Fund(s) toserve as distributor of the shares of such Fund(s).In any case where thereis no Distributor, the duties assigned hereunder to the Distributor maybe performed by the Fund(s) or by an entity that has a contract toperform management or investment advisory services for the Fund(s).

“Fund” means a mutual fund or registered investment company whichis which is advised, sponsored or distributed by Sponsor; provided,however, that such a mutual fund or registered investment companymust be legally offered for sale in the state of the Participant’s residencein order to be a Fund hereunder. Subject to the provisions of Section 3below, the term “Fund” includes an Ancillary Fund.

“Participant” means the person signing the Adoption Agreementaccompanying this Custodial Agreement. “Qualified ReservistDistribution” means a distribution (i) from an IRA or elective deferralsunder a section 401(k) or 403(b) plan, or a similar arrangement, (ii) to anindividual ordered or called to active duty after September 11, 2001(because he or she is a member of a reserve component) for a period ofmore than 179 days or for an indefinite period, and (iii) made during

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the period beginning on the date of the order or call and ending at theclose of the active duty period.

“Service Company” means any entity employed by the Custodian or theDistributor, including the transfer agent for the Fund(s), to performvarious administrative duties of either the Custodian or the Distributor.In any case where there is no Service Company, the duties assignedhereunder to the Service Company will be performed by the Distributor(if any) or by an entity that has a contract to perform management orinvestment advisory services for the Fund(s).

“Sponsor” means Harris Associates Investment Trust. Reference to theSponsor includes reference to any affiliate of Sponsor to which Sponsorhas delegated (or which is in fact performing) any duty assigned toSponsor under this Agreement.

“Spouse” means an individual married to the Participant under the lawsof the applicable jurisdiction. The term “spouse” shall include same-sexindividuals whose marriage was validly entered into in a jurisdictionwhose laws authorize such marriage even if the couple is domiciled in ajurisdiction that does not recognize the validity of same-sex marriages.he term “spouse” shall not include individuals (whether of the same oropposite sex) who have entered into a registered domestic partnership,civil union, or other similar relationship recognized under the laws of ajurisdiction that is not denominated as marriage under the laws of thejurisdiction. Participant and his or her spouse are deemed to be “married”for all purposes of this Agreement

2. Revocation. To the extent required by regulations or rulings pertainingto SIMPLE IRA accounts under Code Section 408(p), the Participant mayrevoke the Custodial Account established hereunder by mailing ordelivering a written notice of revocation to the Custodian within suchtime limits as may be specified in such regulations or rulings. Mailednotice is treated as given to the Custodian on date of the postmark (oron the date of Post Office certification or registration in the case of noticesent by certified or registered mail). Upon timely revocation, theParticipant’s initial contribution will be returned as provided in suchregulations or rulings.

The Participant may certify in the Adoption Agreement that theParticipant has received the Disclosure Statement related to the CustodialAccount at least seven days before the Participant signed the AdoptionAgreement to establish the Custodial Account, and the Custodian mayrely upon such certification.

3. Investments. All contributions to the Custodial Account shall be investedand reinvested in full and fractional shares of one or more Funds. Allsuch shares shall be issued and accounted for as book entry shares, andno physical shares or share certificates shall be issued. Such investments

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shall be made in such proportions and/or in such amounts as Participantfrom time to time in the Adoption Agreement or by other written noticeto the Service Company (in such form as may be acceptable to the ServiceCompany) may direct (but subject to the provisions of Section 25).

The Service Company shall be responsible for promptly transmitting allinvestment directions by the Participant for the purchase or sale of sharesof one or more Funds hereunder to the Funds’ transfer agent forexecution. However, if investment directions with respect to theinvestment of any contribution hereunder are not received from theParticipant as required or, if received, are unclear or incomplete in theopinion of the Service Company, the contribution will be returned tothe Participant (or the Participant’s employer), or will be held un-invested(or invested in a money market fund if available) pending clarificationor completion by the Participant, in either case without liability forinterest or for loss of income or appreciation. If any other directions orother orders by the Participant with respect to the sale or purchase ofshares of one or more Funds for the Custodial Account are unclear orincomplete in the opinion of the Service Company, the Service Companywill refrain from carrying out such investment directions or fromexecuting any such sale or purchase, without liability for loss of incomeor for appreciation or depreciation of any asset, pending receipt ofclarification or completion from the Participant.

All investment directions by Participant will be subject to any minimuminitial or additional investment or minimum balance rules or other rules(by way of example and not by way of limitation, rules relating to thetiming of investment directions or limiting the number of purchases orsales or imposing sales charges on shares sold within a specified periodafter purchase) applicable to a Fund as described in its prospectus.

All dividends and capital gains or other distributions received on theshares of any Fund held in the Participant’s Account shall be retained inthe Account and (unless received in additional shares) shall be reinvestedin full and fractional shares of such Fund (or of any other Fund offeredby the Sponsor, if so directed).

If any Fund held in the Custodial Account is liquidated or is otherwisemade unavailable by the Sponsor as a permissible investment for aCustodial Account hereunder, the liquidation or other proceeds of suchFund shall be invested in accordance with the instructions of theParticipant; if the Participant does not give such instructions, or if suchinstructions are unclear or incomplete in the opinion of the ServiceCompany, the Service Company may invest such liquidation or otherproceeds in such other Fund (including a money market fund or AncillaryFund if available) as the Sponsor designates, and provided that theSponsor gives at least thirty (30) days advance written notice to theParticipant and the Service Provider. In such case, neither the Service

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Company, the Sponsor nor the Custodian will have any responsibilityfor such investment.

Alternatively, if the Participant does not give instructions and the Sponsordoes not designate such other Fund as described above then theParticipant or (or his or her Beneficiaries) will be deemed to have directedthe Custodian to distribute any amount remaining in the Fund to (i) theParticipant (or to his Beneficiaries as their interests shall appear on filewith the Custodian) or, (ii) if the Participant is deceased with noBeneficiaries on file with the Custodian, then to the Participant’s estate,subject to the Custodian’s right to reserve funds as provided inSection 17(b). The Sponsor and the Custodian will be fully protected inmaking any and all such distributions pursuant to this Section 3,provided that the Sponsor gives at least thirty (30) days advance writtennotice to the Participant and the Service Provider. In such case, neitherthe Service Company nor the Custodian will have any responsibility forsuch distribution. The Participant (or his or her Beneficiaries) shall befully responsible for any taxes due on such distribution.

4. Exchanges. Subject to the minimum initial or additional investment,minimum balance and other exchange rules applicable to a Fund, theParticipant may at any time direct the Service Company to exchange allor a specified portion of the shares of a Fund in the Participant’s Accountfor shares and fractional shares of one or more other Funds. TheParticipant shall give such directions by written, telephonic or other formof notice acceptable to the Service Company, and the Service Companywill process such directions as soon as practicable after receipt thereof(subject to the first and second paragraphs of Section 3 of this Article VIII.

5. Transaction pricing. Any purchase or redemption of shares of a Fund foror from the Participant’s Account will be effected at the public offeringprice or net asset value of such Fund (as described in the then effectiveprospectus for such Fund) next established after the Service Companyhas transmitted the Participant’s investment directions to the transferagent for the Fund(s).). Any purchase, exchange, transfer or redemptionof shares of a Fund for or from the Custodial Account will be subject toany applicable sales, redemption or other charge as described in the theneffective prospectus for such Fund.

Any purchase, exchange, transfer or redemption of shares of a Fund foror from the Participant’s Account will be subject to any applicable sales,redemption or other charge as described in the then effective prospectusfor such Fund.

6. Recordkeeping. The Service Company shall maintain adequate records ofall purchases or sales of shares of one or more Funds for the Participant’sCustodial Account. Any Account maintained in connection herewithshall be in the name of the Custodian for the benefit of the Participant.

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All assets of the Custodial Account shall be registered in the name of theCustodian or of a suitable nominee. The books and records of theCustodian shall show that all such investments are part of the CustodialAccount.

The Custodian shall maintain or cause to be maintained adequate recordsreflecting transactions of the Custodial Account. In the discretion of theCustodian, records maintained by the Service Company with respect tothe Account hereunder will be deemed to satisfy the Custodian’srecordkeeping responsibilities therefor. The Service Company agrees tofurnish the Custodian with any information the Custodian requires tocarry out the Custodian’s recordkeeping responsibilities.

7. Allocation of Responsibility. Neither the Custodian nor any other partyproviding services to the Custodial Account will have any responsibilityfor rendering advice with respect to the investment and reinvestment ofParticipant’s Custodial Account, nor shall such parties be liable for anyloss or diminution in value which results from Participant’s exercise ofinvestment control over his Custodial Account. Participant shall haveand exercise exclusive responsibility for and control over the investmentof the assets of his Custodial Account, and neither Custodian nor anyother such party shall have any duty to question his directions in thatregard or to advise him regarding the purchase, retention or sale of sharesof one or more Funds for the Custodial Account.

8. Appointment of Investment Advisor. The Participant may in writing appointan investment advisor with respect to the Custodial Account on a formacceptable to the Custodian and the Service Company. The investmentadvisor’s appointment will be in effect until written notice to the contraryis received by the Custodian and the Service Company. While aninvestment advisor’s appointment is in effect, the investment advisormay issue investment directions or may issue orders for the sale orpurchase of shares of one or more Funds to the Service Company, andthe Service Company will be fully protected in carrying out suchinvestment directions or orders to the same extent as if they had beengiven by the Participant.

The Participant’s appointment of any investment advisor will also bedeemed to be instructions to the Custodian and the Service Company topay such investment advisor’s fees to the investment advisor from theCustodial Account hereunder without additional authorization by theParticipant or the Custodian.

9. (a) Distributions. Distribution of the assets of the Custodial Account shallbe made at such time and in such form as Participant (or the Beneficiaryif Participant is deceased) shall elect by written order to the Custodian.It is the responsibility of the Participant (or the Beneficiary) byappropriate distribution instructions to the Custodian to ensure that any

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applicable distribution requirements of Code Section 401(a) (9) andArticle IV above are met. If the Participant (or Beneficiary) does not directthe Custodian to make distributions from the Custodial Account by thetime that such distributions are required to commence in accordancewith such distribution requirements, the Custodian (and ServiceCompany) shall assume that the Participant (or Beneficiary) is meetingany applicable minimum distribution requirements from anotherindividual retirement arrangement maintained by the Participant (orBeneficiary) and the Custodian and Service Company shall be fullyprotected in so doing. Participant acknowledges that any distribution ofa taxable amount from the Custodial Account (except for distributionon account of Participant’s disability or death, return of an “excesscontribution” referred to in Code Section 4973, or a “rollover” from thisCustodial Account) made earlier than age 591⁄2 may subject Participant toan “additional tax on early distributions” under Code Section 72(t) unlessan exception to such additional tax is applicable. For that purpose,Participant will be considered disabled if Participant can prove, asprovided in Code Section 72(m)(7), that Participant is unable to engagein any substantial gainful activity by reason of any medicallydeterminable physical or mental impairment which can be expected toresult in death or be of long-continued and indefinite duration.

(b) Taxability of distributions. The Participant acknowledges (i) that anywithdrawal from the Custodial Account will be reported by the Custodianin accordance with applicable IRS requirements (currently, on Form 1099-R),(ii) that the information reported by the Custodian will be based on theamounts in the Custodial Account and will not reflect any otherindividual retirement accounts the Participant may own and that,consequently, the tax treatment of the withdrawal may be different thanif the Participant had no other individual retirement accounts, and(iii) that, accordingly, it is the responsibility of the Participant to maintainappropriate records so that the Participant (or other person ordering thedistribution) can correctly compute all taxes due. Neither the Custodiannor any other party providing services to the Custodial Account assumesany responsibility for the tax treatment of any distribution from theCustodial Account; such responsibility rests solely with the personordering the distribution.

10.Distribution instructions. The Custodian assumes (and shall have) noresponsibility to make any distribution except upon the written order ofParticipant (or Beneficiary if Participant is deceased) containing suchinformation as the Custodian may reasonably request. Also, beforemaking any distribution from or honoring any assignment of theCustodial Account, Custodian shall be furnished with any and allapplications, certificates, tax waivers, signature guarantees, releases,indemnification agreements and other documents (including proof ofany legal representative’s authority) deemed necessary or advisable byCustodian, but Custodian shall not be responsible for complying with

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any order or instruction which appears on its face to be genuine, or forrefusing to comply if not satisfied it is genuine, and Custodian has noduty of further inquiry. Any distributions from the Account may bemailed, first-class postage prepaid, to the last known address of the personwho is to receive such distribution, as shown on the Custodian’s records,and such distribution shall to the extent thereof completely dischargethe Custodian’s liability for such payment.

11.Designated Beneficiary.

(a) The term “Beneficiary” means the person or persons designated assuch by the “designating person” (as defined below) on a form acceptableto the Custodian for use in connection with the Custodial Account,signed by the designating person, and filed with the Custodian. If, inthe opinion of the Custodian or Service Company, any designation ofBeneficiary is unclear or incomplete, in addition to any documents orassurances the Custodian may request under Section 10, the Custodianor Service Company shall be entitled to request and receive suchclarification or additional instructions as the Custodian or ServiceCompany in its discretion deems necessary to determine the correctBeneficiary(ies) following the Participant’s death. The form designatingthe Beneficiary(ies) may name individuals, trusts, estates, or other entitiesas either primary or contingent beneficiaries. However, if the designationdoes not effectively dispose of the entire Custodial Account as of thetime distribution is to commence, the term “Beneficiary” shall then meanthe designating person’s estate with respect to the assets of the CustodialAccount not disposed of by the designation form. The form last acceptedby the Custodian before such distribution is to commence, provided itwas received by the Custodian (or deposited in the U.S. Mail or with areputable delivery service) during the designating person’s lifetime, shallbe controlling and, whether or not fully dispositive of the CustodialAccount, thereupon shall revoke all such forms previously filed by thatperson. The term “designating person” means Participant during his/herlifetime; only after Participant’s death, it also means Participant’s spouseif the spouse is a Beneficiary and the spouse elects to transfer assets fromthe Custodial Account to the spouse’s own Custodial Account inaccordance with applicable provisions of Code. (Note: MarriedParticipants who reside in a community property or marital propertystate (Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas,Washington or Wisconsin), may need to obtain spousal consent if theyhave not designated their spouse as the primary Beneficiary for at leasthalf of their Account. Consult a lawyer or other tax professional foradditional information and advice.)

(b) Rights of Inheriting Beneficiary. Notwithstanding any provision in thisAgreement to the contrary, when and after distributions from theCustodial Account to Participant’s Beneficiary commence, all rights and

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obligations assigned to Participant hereunder shall inure to, and beenjoyed and exercised by, Beneficiary instead of Participant.

(c) Election by Spouse. Notwithstanding Section 3 of Article IV of Part Twoabove, if the Participant’s spouse is the sole Beneficiary on theParticipant’s date of death, the spouse will not be treated as theParticipant if the spouse elects not to be so treated. In such event, theCustodial Account will be distributed in accordance with the otherprovisions of such Article IV, except that distributions to the Participant’sspouse are not required to commence until December 31 of the year inwhich the Participant would have turned age 72.

(d) Election by Successor Beneficiary/Separate Beneficiaries. In addition tothe rights otherwise conferred upon Beneficiaries under this Agreement,all individual Beneficiaries may designate Successor Beneficiaries of theirinherited Custodial Account. Any Successor Beneficiary designation bythe Beneficiary must be made in accordance with the provisions of thisSection 11. If a Beneficiary dies after the Participant but before receipt ofthe entire interest in the Custodial Account and has SuccessorBeneficiaries, the Successor Beneficiaries will succeed to the rights of theBeneficiary. If a Beneficiary dies after the Participant but before receiptof the entire interest in the Account and no Successor Beneficiarydesignation is in effect at the time of the Beneficiary’s death, theBeneficiary will be the Beneficiary’s estate. Upon instruction to theCustodian, each separate Beneficiary may receive his, her, or its interestas a separate account within the meaning of Treasury RegulationSection 1.401(a)(9)-8, Q&A-3, to the extent permissible by law. Thetrustee of a trust Beneficiary will exercise the rights of the trustBeneficiary,

(e) Despite any contrary provision of this Agreement, the Custodian maydisregard the express terms of a Beneficiary designation underSection 11(a) and pay over the balance of the deceased Participant’sinterest in his or her Custodial Account to a different person, trust, estateor other beneficiary, where the Custodian determines, in the reasonableand good faith exercise of its discretion,, that an applicable law (includingstate laws and regulations), court decree or other ruling governing thedisposition or appointment of property incident to a divorce or othercircumstance affecting inheritance rights and if the Custodian hasknowledge of facts that may invalidate the designation of suchBeneficiary.

12.Tax reporting responsibilities.

(a) The Participant agrees to provide information to the Custodian atsuch time and in such manner as may be necessary for the Custodian toprepare any reports required under Section 408(i) of the Code and theregulations thereunder or otherwise.

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

(c) The Participant, Custodian and Service Company shall furnish to eachother such information relevant to the Custodial Account as may berequired under the Code and any regulations issued or forms adopted bythe Treasury Department thereunder or as may otherwise be necessaryfor the administration of the Custodial Account.

(d) The Participant shall file any reports to the Internal Revenue Servicewhich are required of him by law (including Form 5329), and neitherthe Custodian nor Service Company shall have any duty to adviseParticipant concerning or monitor Participant’s compliance with suchrequirement.

13.Amendments.

(a) Participant retains the right to amend this Custodial Accountdocument in any respect at any time, effective on a stated date whichshall 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 Custodiandoes not wish to continue serving as such under this Custodial Accountdocument as so amended, it may resign in accordance with Section 17below.

(b) Participant delegates to the Custodian the Participant’s right so toamend, provided (i) the Custodian does not change the investmentsavailable under this Custodial Agreement and (ii) the Custodian amendsin the same manner all agreements comparable to this one, having thesame Custodian, permitting comparable investments, and under whichsuch power has been delegated to it; this includes the power to amendretroactively if necessary or appropriate in the opinion of the Custodianin order to conform this Custodial Account to pertinent provisions ofthe Code and other laws or successor provisions of law, or to obtain agovernmental ruling that such requirements are met, to adopt aprototype or master form of agreement in substitution for thisAgreement, or as otherwise may be advisable in the opinion of theCustodian. Such an amendment by the Custodian shall becommunicated in writing to Participant, and Participant shall be deemedto have consented thereto unless, within 30 days after suchcommunication to Participant is mailed, Participant either (i) givesCustodian a written order for a complete distribution or transfer of theCustodial Account, or (ii) removes the Custodian and appoints asuccessor under Section 17 below.

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Pending the adoption of any amendment necessary or desirable toconform this Custodial Account document to the requirements of anyamendment to the Internal Revenue Code or regulations or rulingsthereunder (including any amendment to Form 5305-SA), the Custodianand the Service Company may operate the Participant’s CustodialAccount in accordance with such requirements to the extent that theCustodian and/or the Service Company deem necessary to preserve thetax benefits of the Account, and the Custodian and/or Service Companywill have no liability for so doing.

(c) Notwithstanding the provisions of subsections (a) and (b) above, noamendment shall increase the responsibilities or duties of Custodianwithout its prior written consent.

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

14.Terminations.

(a) Custodian shall terminate the Custodial Account if this Agreement isterminated or if, within 30 days (or such longer time as Custodian mayagree) after resignation or removal of Custodian under Section 17,Participant or Sponsor (or the case may be) has not appointed a successorwhich has accepted such appointment. Termination of the CustodialAccount shall be effected by distributing all assets thereof in a singlepayment in cash or in kind to Participant, subject to Custodian’s right toreserve funds as provided in Section 17.

(b) Upon termination of the Custodial Account, this Custodial Accountdocument shall have no further force and effect (except forSection 15(f) and Section 17(b) and (c) hereof which shall survive thetermination of the Custodial Account and this document), and Custodianshall be relieved from all further liability hereunder or with respect tothe Custodial Account and all assets thereof so distributed.

15 Responsibilities of Custodian and service providers.

(a) In its discretion, the Custodian may appoint one or more contractorsor service providers to carry out any of its functions and may compensatethem from the Custodial Account for expenses attendant to thosefunctions.

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

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(c) The parties do not intend to confer any fiduciary duties on Custodianor Service Company (or any other party providing services to theCustodial Account), and none shall be implied. Neither shall be liable(or assumes any responsibility) for the collection of contributions, theproper amount, time or tax treatment of any contribution to theCustodial Account or the propriety of any contributions under thisAgreement, or the purpose, time, amount (including any minimumdistribution amounts), tax treatment or propriety of any distributionhereunder, which matters are the responsibility of Participant andParticipant’s Beneficiary.

(d) Not later than 60 days after the close of each calendar year (or afterthe Custodian’s resignation or removal), or such shorter time as may berequired under applicable regulations or rulings, the Custodian andService Company shall each file with Participant a written report orreports reflecting the transactions effected by it during such period andthe assets of the Custodial Account at its close. Upon the expiration of60 days after such a report is sent to Participant (or Beneficiary), theCustodian and Service Company shall be forever released and dischargedfrom all liability and accountability to anyone with respect totransactions shown in or reflected by such report except with respect toany such acts or transactions as to which Participant shall have filedwritten objections with the Custodian or Service Company within such60 day period.

(e) The Service Company shall deliver, or cause to be delivered, toParticipant all notices, prospectuses, financial statements and otherreports to shareholders, proxies and proxy soliciting materials relatingto the shares of the Funds(s) credited to the Custodial Account. TheCustodian shall vote any shares held in the Account in accordance withthe timely written instructions of the Depositor if received. If no timelywritten voting instructions are received from the Depositor, the Depositoragrees that the Custodian may vote such unvoted shares as instructed bythe Sponsor, which may include voting in the same proportion of sharesof the Fund for which written voting instructions were timely receivedby the Fund (or its agent) from the Fund’s other shareholders or inaccordance with the recommendations of the Fund’s board of directorsin the relevant proxy soliciting materials. In the latter case, the Custodianshall have no responsibility to separately review or evaluate the Fund’sboard of directors’ voting recommendations nor have any liability forfollowing the Depositor’s instruction to follow the Fund’s board ofdirectors’ recommendation.

(f) Participant shall always fully indemnify Service Company, Distributor,the Fund(s) and Custodian and save them harmless from any and allliability whatsoever which may arise either (i) in connection with thisAgreement and the matters which it contemplates, except that whicharises directly out of the Service Company’s, Distributor’s or Custodian’s

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bad faith, gross negligence or willful misconduct, or (ii) with respect tomaking or failing to make any distribution, other than for failure to makedistribution in accordance with an order therefor which is in fullcompliance with Section 10 or (iii) actions taken or omitted in good faithby such parties. Neither Service Company nor Custodian shall beobligated or expected to commence or defend any legal action orproceeding in connection with this Agreement or such matters unlessagreed upon by that party and Participant, and unless fully indemnifiedfor so doing to that party’s satisfaction.

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

(h) Custodian and Service Company may each conclusively rely uponand shall be protected in acting upon any written order from Participantor Beneficiary, or any investment advisor appointed under Section 8, orany other notice, request, consent, certificate or other instrument orpaper 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 anyother action in reliance thereon. In addition, Custodian will carry outthe requirements of any apparently valid court order relating to theCustodial Account and will incur no liability or responsibility for sodoing.

16.Fees and Expenses.

(a) The Custodian, in consideration of its services under this Agreement,shall receive the fees specified on the applicable fee schedule. The feeschedule originally applicable shall be the one specified in the DisclosureStatement furnished to the Participant. The Custodian may substitute adifferent fee schedule at any time upon 30 days’ written notice toParticipant. The Custodian shall also receive reasonable fees for anyservices not contemplated by any applicable fee schedule and eitherdeemed by it to be necessary or desirable or requested by Participant.

(b) Any income, gift, estate and inheritance taxes and other taxes of anykind whatsoever, including transfer taxes incurred in connection withthe investment or reinvestment of the assets of the Custodial Account,that may be levied or assessed in respect to such assets, and all otheradministrative expenses incurred by the Custodian in the performanceof its duties (including fees for legal services rendered to it in connectionwith the Custodial Account) shall be charged to the Custodial Account.If the Custodian is required to pay any such amount, the Participant (orBeneficiary) shall promptly upon notice thereof reimburse the Custodian.

(c) All such fees and taxes and other administrative expenses charged tothe Custodial Account shall be collected either from the amount of any

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contribution or distribution to or from the Account, or (at the option ofthe person entitled to collect such amounts) to the extent possible underthe circumstances by the conversion into cash of sufficient shares of oneor more Funds held in the Custodial Account (without liability for anyloss incurred thereby). Notwithstanding the foregoing, the Custodian orService Company may make demand upon the Participant for paymentof the amount of such fees, taxes and other administrative expenses. Feeswhich remain outstanding after 60 days may be subject to a collectioncharge.

17.Resignation or Replacement of Custodian.

(a) Upon 30 days’ prior written notice to the Custodian, Participant orSponsor, as the case may be, may remove it from its office hereunder.Such notice, to be effective, shall designate a successor custodian andshall be accompanied by the successor’s written acceptance. TheCustodian also may at any time resign upon 30 days’ prior written noticeto Sponsor, whereupon the Sponsor (or Service Company) shall notifythe Participant (or Beneficiary) and shall appoint a successor to theCustodian. In connection with its resignation hereunder, the Custodianmay, but is not required to, designate a successor custodian by writtennotice to the Sponsor or Participant (or Beneficiary), and the Sponsor orParticipant (or Beneficiary) will be deemed to have consented to suchsuccessor unless the Sponsor or Participant (or Beneficiary) designates adifferent successor custodian and provides written notice thereof togetherwith such a different successor’s written acceptance by such date as theCustodian specifies in its original notice to the Sponsor or Participant(or Beneficiary) (provided that the Sponsor or Participant (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 otherperson satisfactory to the Secretary of the Treasury under CodeSection 408(a)(2). Upon receipt by Custodian of written acceptance byits successor of such successor’s appointment, Custodian shall transferand pay over to such successor the assets of the Custodial Account andall records (or copies thereof) of Custodian pertaining thereto, providedthat the successor custodian agrees not to dispose of any such recordswithout the Custodian’s consent. Custodian is authorized, however, toreserve such sum of money or property as it may deem advisable forpayment of all its fees, compensation, costs, and expenses, or for paymentof any other liabilities constituting a charge on or against the assets ofthe Custodial Account or on or against the Custodian, with any balanceof such reserve remaining after the payment of all such items to be paidover to the successor custodian.

(c) Any custodian shall not be liable for the acts or omissions of itspredecessor or its successor.

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

19.Delivery of notices. Except where otherwise specifically required in thisAgreement, any notice from Custodian to any person provided for inthis Agreement shall be effective if sent by first-class mail to such personat that person’s last address on the Custodian’s records.

20.Exclusive benefit. Participant or Participant’s Beneficiary shall not havethe right or power to anticipate any part of the Custodial Account or tosell, assign, transfer, pledge or hypothecate any part thereof. TheCustodial Account shall not be liable for the debts of Participant orParticipant’s Beneficiary or subject to any seizure, attachment, executionor other legal process in respect thereof, except to the extent required bylaw. At no time shall it be possible for any part of the assets of theCustodial Account to be used for or diverted to purposes other than forthe exclusive benefit of the Participant or his/her Beneficiary, except tothe extent required by law.

21.Applicable law/Interpretation. When accepted by the Custodian, thisagreement is accepted in and shall be construed and administered inaccordance with the laws of the state where the principal offices of theCustodian are located. Any action involving the Custodian brought byany other party must be brought in a state or federal court in such state.

This Agreement is intended to qualify under Code Section 408(a) as anindividual retirement Custodial Account and to meet the applicablerequirements of Code Section 408(p), and if any provision hereof issubject to more than one interpretation or any term used herein is subjectto more than one construction, such ambiguity shall be resolved in favorof that interpretation or construction which is consistent with thatintent.

However, Custodian shall not be responsible for whether or not suchintentions are achieved through use of this Agreement, and Participantis referred to Participant’s attorney for any such assurances.

22.Professional advice. Participant should seek advice from Participant’sattorney regarding the legal consequences (including but not limited tofederal and state tax matters) of entering into this Agreement,contributions to the Custodial Account, and ordering Custodian to makedistributions from the Account. Participant acknowledges that Custodianand Service Company (and any company associated therewith) areprohibited by law from rendering such advice.

23.Conformity to IRS Requirements. This Agreement and the AdoptionAgreement signed by the Participant (as either may be amended) are thedocuments governing the Participant’s Custodial Account. Articles I

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through VII of this Agreement are in the form promulgated by theInternal Revenue Service as Form 5305-SA. It is anticipated that if andwhen the Internal Revenue Service promulgates changes to Form 5305-SA,the Custodian will amend this Agreement correspondingly, and theParticipant specifically consents to such amendment in accordance withSection 13(b) hereof.

24.Governing documents. The Participant acknowledges that he or she hasreceived and read the current prospectus for each Fund in which his orher Account is invested and the Individual Retirement AccountDisclosure Statement related to the Account. The Participant representsunder penalties of perjury that his or her Social Security number (or otherTaxpayer Identification Number) as stated in the Adoption Agreement iscorrect.

25.Participant-directed transfers.

(a) At the direction of the Participant, the Custodian will transfercontributions to the Participant’s Custodial Account to anotherindividual retirement account designated by the Participant, theCustodian or trustee of which agrees to accept such transfer, or to anindividual retirement annuity contract, the issuer of which agrees toaccept such transfer. If such transfer is made within two years after thedate of the first contribution by the employer to the Participant’s SIMPLEIRA Account under the employer’s SIMPLE IRA plan, the Custodian willhave the right to a representation from the successor custodian or trusteethat the successor IRA is a SIMPLE IRA if required under applicable law.

If the Participant’s SIMPLE IRA Account operates under an employerSIMPLE IRA plan that uses the “designated financial institution” rules ofCode Section 408(p), the rules in this paragraph will apply. Any transferinstructions by the Participant must be filed with and received by theCustodian during the following 60-day period. For contributions for thecalendar year in which the employer first establishes its SIMPLE IRA plan,the 60-day period designated by the employer during which eligibleemployees (including the Participant) may make salary reductionelections with respect to such calendar year; for contributions forsubsequent calendar years, the period November 2 through December 31of the preceding year. Such instructions may be limited to contributionsto the Participant’s SIMPLE IRA Account of the calendar year, or may beeffective with respect to all future contributions to the Participant’sSIMPLE IRA Account until revoked. Contributions to the electingParticipant’s SIMPLE IRA Account will be transferred to the other IRAspecified by the Participant with reasonable frequency (but not lessfrequently than monthly). Pending transfer to the other IRA,contributions will be held in the investment fund specified in theAdoption Agreement for the Participant’s SIMPLE IRA Account. Any suchtransfer will be made without cost of penalty to the Participant imposed

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by the Custodian (other than any annual maintenance fee charged to allSIMPLE IRA accounts maintained by the Custodian, and any other fee orcosts specifically allowed under regulations or rulings of the InternalRevenue Service.)

Transfers from the Participant’s SIMPLE IRA Account that are notdescribed in the preceding paragraphs (including situations where theParticipant’s SIMPLE IRA operates under an employer SIMPLE IRA planthat does not use the “designated financial institution” rules) will bemade to a successor individual retirement account or annuity designatedby the Participant in a written transfer of IRA assets form or otheracceptable written instructions to the Custodian. Any such other transferwill be subject to normal Custodian fees (including any transfer oraccount termination fee) and to normal redemption charges or other feesor charges imposed by a Fund as described in its then effective prospectus.

The Custodian, the Service Company, the Distributor and the Fund(s) willhave no responsibility for compliance with the requirements of CodeSection 408(p) and any other applicable requirements (including whethersuch transferee individual retirement account or annuity meets therequirements to be a SIMPLE IRA, whether the transferee financialinstitution properly carries out the Participant’s investment directions,or whether the employer’s SIMPLE IRA plan meets the requirements ofCode Section 408(p) (or other applicable requirements) in connectionwith such transfer, or for determining whether such requirements havebeen satisfied, or for any penalty taxes that may be payable in connectiontherewith, which matters shall be the sole responsibility of theParticipant.

(b) This Agreement is intended to establish a valid SIMPLE individualretirement Account operating in conjunction with a SIMPLE IRA planoperated by the Participant’s employer, and to meet all applicablerequirements of Code Section 408(p) (and other applicable legalrequirements for SIMPLE IRAs). This Agreement will be interpreted andthe Custodial Account hereunder administered in a manner that carriesout such intent. In addition, if future regulations or rulings provideguidance concerning the requirements for a valid SIMPLE IRA, thisAgreement will be interpreted and the Custodial Account hereunder willbe administered in a manner that complies with such regulations orrulings pending the adoption of any required amendment to thisAgreement.

26.Definition of written notice. If any provision of any document governingthe Custodial Account provides for notice, instructions or othercommunications from one party to another in writing, to the extentprovided for in the procedures of the Custodian Service Company oranother party, any such notice, instructions or other communications

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may be given by telephonic, computer, other electronic or other means,and a requirement for written notice will be deemed satisfied.

27.Custodial Acceptance. If all required forms and information are properlysubmitted, UMB Bank, n.a. will accept appointment as Custodian of theParticipant’s Account. However, this Agreement (and the AdoptionAgreement) is not binding upon the Custodian until the Participant hasreceived a statement confirming the initial transaction for the Account.Receipt by the Participant of a confirmation of the purchase of the Fundshares indicated in the Participant’s Adoption Agreement will serve asnotification of UMB Bank, n.a.’s acceptance of appointment as Custodianof the Participant’s Account.

28.Minor Participant. If the Participant is a minor under the laws of his orher state of residence, then a parent or guardian shall exercise all powersand duties of the Participant, as indicated herein, and shall sign theAdoption Agreement on behalf of the minor. The Custodian’s acceptanceof the Account on behalf of any Participant who is a minor is expresslyconditioned upon the agreement of the parent or guardian to accept theresponsibility to exercise all such powers and duties, and all parties heretoso acknowledge. Upon attainment of the age of majority under the lawsof the Participant’s state of residence at such time, the Participant mayadvise the Custodian in writing (accompanied by such documentationas the Custodian may require) that he or she is assuming soleresponsibility to exercise all rights, powers, obligations, responsibilities,authorities or requirements associated with the Account. Upon suchnotice to the Custodian, the Participant shall have and shall beresponsible for all of the foregoing, the Custodian will deal solely withthe Participant as the person controlling the administration of theAccount, and the Participant’s parent or guardian thereafter shall nothave or exercise any of the foregoing. (Absent such written notice fromthe Participant, Custodian shall be under no obligation to acknowledgethe Participant’s right to exercise such powers and authority and maycontinue to rely on the parent or guardian to exercise such powers andauthority until notified to the contrary by the Participant.)

29.Participant’s Responsibilities. Participant acknowledges that it is his/hersole responsibility to report all contributions to or withdrawals from theCustodial Account correctly on his or her tax returns, and to keepnecessary records of all the Participant IRAs (including any that may beheld by another custodian or trustee) for tax purposes. All forms must beacceptable to the Custodian and dated and signed by the Participant.

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1-800-OAKMARKOakmark.com

SIMPLEBKT

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