TAX INFORMATION - DISCLAIMER
...........................................................................................................................................................................................

Schwab Cost Basis Reporting Service Terms and Conditions

Welcome to Schwab Institutional's Cost Basis Reporting service (the "System"). The System is available only to Users (referred to as "you") who agree to the terms and conditions in this Agreement. Use of the System is subject to the Schwab Institutional Web Site User Agreement ("User Agreement"), as amended from time to time and is also subject to the applicable Service Agreement between Schwab and your firm as amended from time to time. Schwab Institutional is a division of Charles Schwab & Co., Inc. ("Schwab") and provides back office and other services to independent investment advisors. Schwab, a registered broker-dealer, provides investment brokerage and custody services. Please take your time to review this important information. If you have questions about the System or information in this System, please contact a Schwab Institutional representative.

If you agree with the terms and conditions of this Agreement, you should select "Agree" below to acknowledge your consent and intention to be bound by these terms and conditions. By selecting "Agree," (i) you represent and warrant that you have the authority to enter into this Agreement and create binding contractual obligations on behalf of your firm, (ii) you indicate that you understand and intend this Agreement to be the legal equivalent of a signed, written contract and equally binding and (iii) you represent and warrant that you will use the System in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions in this Agreement, as the same may be amended by Schwab, online or otherwise, from time to time.

If you do not agree with the terms and conditions in this Agreement, please select "Don't Agree" and exit the System.

This agreement and disclosure statement is available for your review at the bottom of the Unrealized Gain/ (Loss) or Realized Gain/ (Loss) screen under the "Cost Basis Terms and Conditions" link.

GENERAL INFORMATION
Unrealized Gain or (Loss) and Realized Gain or (Loss) views ("gain/loss views") provide a gain or a loss summary of an account. This information is not a solicitation or a recommendation to buy or sell the security for which the information is shown. It may, however, be helpful for investment and tax planning strategies. It should not be relied on for filing a tax return as it may not include all taxable transactions. The Gain/Loss information is not provided to the IRS or to any other tax authorities. For U.S. taxpayers, the information reported on form 1099 is given to the IRS. Non-US investors should note that the information provided in the gain/loss views is from a U.S. tax perspective applied to U.S. taxpayers. This information may only have tax relevance in a U.S. jurisdiction. We recommend that all customers (non-US and US) consult their tax advisors prior to using this information.

Schwab has provided cost basis data wherever possible for most securities. This data may have been provided to Schwab by vendors of market prices and other data, the account holder, you or another third party advisor of the account holder. You assume full responsibility - and Schwab shall have no responsibility - for data you provide. Although efforts have been made to assure the quality of the information, data may be inaccurate or incomplete and is subject to change. Schwab accepts no responsibility for its accuracy, completeness or timely updating. Additionally, unique tax issues (some of which are discussed below) may alter the reported information. Consequently, all data should be confirmed with the taxpayer's records and a tax advisor.

Unrealized and Realized Gain or (Loss) information presented in the gain/loss views is determined by trade date. In general, the IRS considers the trade date to be the date on which a position is purchased or sold. The trade date can be found on the account statement and trade confirmation.

Updating Cost Basis
"Missing" indicates that Schwab does not yet have this information. An "i" displayed in the gain/loss view means the total includes missing cost basis values. Missing information can be updated by contacting your Schwab Representative or by using the online editing function in the System as described below. An "e" indicates cost basis information was provided or updated by the account holder. An "a" indicates cost basis information was provided or updated by the investment advisor. A "t" indicates cost basis information was provided or updated by a third-party provider (e.g., via the Automated Customer Account Transfer or ACAT system).Fixed Income securities currently cannot be updated online. To update the cost basis for your fixed income securities, complete a Cost Basis Edit Form or call your Schwab Cost Basis Consultant at 1-877-762-6446.
Cost basis data may be missing or may require adjustment for a variety of reasons. Three of the most common are:
The position was transferred into Schwab from another institution or through stock certificate deposit
In the event the contra broker did not send cost basis data to Schwab using the ACAT system, please refer to trade confirmations issued by the previous broker to determine the original cost and acquired/opened date of the transferred position. If these shares were received due to inheritance, gift or other special situation, you should consult a tax advisor to determine the appropriate cost basis and holding period date.

The position was purchased more than ten years ago
Amounts paid for positions purchased at Schwab more than ten years ago are not available through Schwab. Original purchase prices and acquired/opened dates can be found on the trade confirmation or account statement, the regulatory documents issued by Schwab at the time of the purchase. If you do not have the trade confirmation or historical account statements, you may need to consult a tax advisor to determine the cost basis. The acquired/opened date may also need to be adjusted to record the correct holding period for the position.

The position was received due to a corporate reorganization
Information on how a corporate reorganization may affect the cost basis of existing or new positions received can be obtained in the proxy issued by the reorganized entity. Some corporations issue news releases or other communications to security holders concerning this subject in addition to the original proxy. In some cases, a Schwab representative may be able to answer general questions concerning the information published by the issuer of the security in question, but all specific tax questions should be directed to the issuer or a tax advisor.

Updating Cost Basis Information
If cost basis information is missing, please contact your Schwab Cost Basis Consultant or use the online editing function in the System. By using that function, you authorize and direct Schwab to report the data as edited by you to the account holder; and you confirm, on behalf of your firm and the account holder, your and their agreement that Schwab is not responsible for the accuracy of the cost basis information provided.

Edits can be made a single lot at a time for Unrealized Gains and Losses only. Lots that were created via trades at Schwab cannot be edited online. See the Help link on the Unrealized Gain/ (Loss) or Realized Gain/ (Loss) pages for more information or contact your Schwab Cost Basis Consultant at 1-877-762-6446.
Definitions and Key Terms

Lot: A lot is a single unit of shares of a security that were acquired/opened on a specific trade date and at a specific trade time.

Quantity: The number of shares for each lot within each security position in the account. Quantity is the number of shares for stocks and mutual funds; it is the number of contracts for options; and it is the face value of bonds or notes. Fractional shares are rounded.

Acquired/Opened: The trade date, effective date or the date provided by the account holder for a particular lot. For short positions, the opening date is the date the short position is established. This date establishes the holding period of the lot. Possible tax modifications of the holding period may be required for covered short positions.

Cost per Share: The Cost per Share includes commissions and applicable fees and adjustments. For options, this is the cost per contract. If the Total Cost Basis field is populated with "missing" the Cost per Share field displays "missing." If Average Cost method is used, Total Cost per Share calculations are a weighted average, excluding lots displaying "missing."

Total Cost Basis: The Total Cost Basis is the amount paid for the lot including applicable commissions, fees and adjustments. For Short Sales, while the position remains open, the proceeds appear in the Total Cost Basis column with a negative value. Market Value is also shown as a negative. In the Realized Gain or (Loss) section, the Total Cost Basis becomes the amount paid to close the transaction and appears in the Total Cost Basis column. The proceeds appear in the Total Proceeds column.

Market Price: The most recent price evaluation available to Schwab, normally the last trade price or bid as of market close. Unpriced securities denote that no market evaluation update is currently available. Price evaluations are obtained from outside parties. Schwab shall have no responsibility for the accuracy or timeliness of any such valuations. Some securities, especially thinly traded equities in the OTC market or foreign markets, may not report the most current price and are indicated as stale priced. For Limited Partnerships and Real Estate Investment Trust (REIT) securities, the Gain Loss view is showing the most recent price listed for this security. NASD rules require that certain limited partnerships (direct participation programs) and real estate investment trust (REIT) securities, that have not been priced within 18 months, must show as unpriced on customer statements. Note that these securities are generally illiquid, the value of the securities are different than its purchase price and, if applicable, that accurate valuation information may not be available.

Market Value: The Market Value is computed by multiplying the Market Price by the Quantity of shares. This is the dollar value of the present holdings in the specified Schwab account.

Unrealized Gain or (Loss): An Unrealized Gain or (Loss) is shown for the current positions where gain or loss has not yet been realized through a closing transaction. To determine the Unrealized Gain or (Loss) for a lot, the Total Cost Basis is subtracted from the Market Value.

Sold/Closed: The trade date, effective date or the date provided by the account holder. For long positions, the closed date is the date on which the long position is disposed. For short positions, the closed date is the date on which the short position is covered.

Total Proceeds: The amount received upon disposition of the holding less commissions and applicable fees.

Realized Gain or (Loss): A realized gain or (loss) is shown when a closing transaction occurs in the account that requires recognition of a gain or loss. To determine the Realized Gain or (Loss) for a lot, the Total Cost Basis is subtracted from the Total Proceeds. If Total Cost Basis or Total Proceeds are not yet available, "i" (indicating missing data) displays for Realized Gain or (Loss).

Amortization/Accretion: A feature that allows the display of amortized or accreted cost basis values in SI.com (www.schwabinstitutional.com) or the Customizable statement. Original cost basis values are also displayed in the More Detail page in SI.com.
General Rules for U.S. taxpayers

Currency: All figures are in U.S. dollars.

Accounting Methods: The accounting methods used in the gain/loss views in the event you have not selected an accounting method are compliant with IRS accounting methods for individual investors; however, they may require special action on the taxpayer's part and may not be appropriate for the taxpayer's particular filing situation.

Accounting and Cost Method Definitions: The accounting method noted is the one currently in effect. If you change the accounting method, the account may have a mixed accounting method; however, the accounting method currently in effect is the only method displayed. FIFO accounting (see definition below) is the default method for U.S. tax reporting purposes. Please consult a tax advisor to discuss this and alternative methods.

Cost Methods: The cost method selected determines the cost per share amount when calculating cost basis. Once a cost method is selected, it cannot be changed. The process to remove one cost method and select another requires all data to be deleted from our cost basis reporting service (all realized and unrealized gain/loss data) and start new with the new cost method.

Average Cost: The average cost of all shares held in a mutual fund regardless of how long they are owned. This includes shares acquired with reinvested dividends. This method is only available for mutual funds and is the "default" method used for open-end funds. Single category averaging, the IRS-preferred accounting method for mutual funds, is achieved when average is selected with FIFO.

Identified Cost: The actual cost of the securities including commission and applicable fees and adjustments. This is the "default" method used for all non-mutual fund investments.
Lot Selection Methods: The lot selection method selected determines which lot is sold first. The lot selection method can be changed at any time without disrupting historical data; however, the newly selected lot selection method takes affect from the time it is changed forward.

First In First Out (FIFO): The first securities acquired are the first securities sold. This is the "default" method for U.S. tax purposes. Taxpayers wishing to use another method should consult their tax advisors before executing any trade.

Last In First Out (LIFO): The last securities acquired are the first securities sold.

High Cost: Selects lots to sell in order of highest unit cost to lowest unit cost. This minimizes gains and maximizes losses.

Low Cost: Selects lots to sell in order of lowest unit cost to highest unit cost. This maximizes gains and minimizes losses.

Specific Id or Versus Purchase: The IRS allows taxpayers to specifically identify lots sold. Such identification should be made with the broker at the time of the trade and the specific ID should be printed on the trade confirmation. An "m" indicates the account holder has used specific ID and matched a sale against a particular lot held at the time of trade.

Holding Period: Gain or (loss) on the sale of a capital asset is long-term if the property has been held for more than one year. It is short-term if the property is held for one year or less. Taxpayers must net their capital gains and losses for each tax year. Favorable tax treatment is allowed to the extent there is a net long-term capital gain. Investors need to provide the appropriate purchase date on some securities for the system to properly determine holding period. For instance, absent notification to the contrary, the gain/loss view assumes the purchase date is the date of transfer for securities transferred from another brokerage account.

Holding Period Computation: In computing the holding period, the day of acquisition is disregarded but the day of sale is included. Thus, in order to obtain long-term capital gain treatment, property purchased on January 1, 2003, cannot be sold until January 2, 2004. The trade date (not the settlement date) determines the date of purchase or sale. Possible tax modifications of the holding period may be required for covered short positions.

Special Accounting Rules: Certain situations including gifts, inheritance, tax-free exchanges, option exercises, short sales, wash sales, straddles, constructive sales, etc., can effect the computation of basis and/or holding period. These situations may not be properly factored into the figures shown on the gain/loss views. Please consult a tax advisor for more information.

Other Considerations

The special situations below include circumstances that may require adjustments to cost basis. Please consult a tax advisor prior to using the information for tax reporting purposes.

Bankruptcy/Worthless Securities: Taxpayers need to be able to substantiate the assets' worthlessness in order to claim a tax deduction.
Commission/Fee Adjustments: Fees may not be included on the total cost basis or total proceeds.

Constructive Sales: Constructive sales, such as "short against the box" are not noted.

Fixed Income adjustments: Acquisition premiums and market discount electable amortizations (required for tax-exempt bonds), Payment In Kind (PIK) bonds and bonds issued with Original Issue Discount (OID) may have inaccurate principal amounts resulting in inaccurate gains or losses. The cost basis of bonds purchased at a market discount or premium may not be adjusted over the life of the bond, although individuals may be required to adjust income and cost basis on their individual tax returns. If you would like to display the amortized or accreted cost basis values on www.schwabinstitutional.com, contact your Schwab Cost Basis Consultant or complete the Cost Basis Subscription and Preferences Form.

Journals: Positions received from or delivered to another account at Schwab may require adjustment when both accounts' cost basis is not tracked at the time of the journal. Cost basis information, if known, has been carried over in most situations. For retirement account distributions, cost basis has been adjusted to fair market value. Please consult a tax advisor to determine if an adjustment to cost basis is required, such as in gift and inheritance situations.

Liquidation Distributions and Return of Capital: Cash distributions described as Return of Capital and Cash Liquidations generally require an adjustment to cost basis or the recognition of capital gain or loss. Because issuers generally identify the taxable consequences of these distributions in January and February following the year distributed, the taxpayer may be required to take these into consideration when calculating the gain or loss. The amount you must consider can be found on IRS Form 1099DIV. The Account Summary Section of the 1099Composite lists the specific amounts distributed by each issuer in these categories.

Mutual Funds: Open-end mutual fund holdings are summarized by fund in the Unrealized Gain or (Loss) section, while each mutual fund redemption is shown on the Short-Term or Long-Term Realized Gain or (Loss) sections.

Non-Standard Assets: Direct participation programs, such as limited partnership, limited liability companies and the like are shown, but are not necessarily adjusted for tax events that may be required for tax reporting purposes.

Non-Taxable Spin-Offs: The parent company stock may be overstated when information is not fully available.

Option Premiums: Option premiums, upon assignment or exercise, in most cases may be added or subtracted to the underlying security cost basis for tax purposes.

Qualified Five-year Gain: A reduced long-term capital gain rate is applicable to capital assets held more than five years. Generally, this favorable treatment only applies if the asset was purchased (or deemed purchased) after December 31, 2000.

Unit Investment Trust (UIT): Principal payments distributed by Unit Investment Trusts appear on form 1099B. Please consult a tax advisor or contact the issuer to obtain information on the tax treatment of these distributions.

Wash Sales: Taxpayers cannot claim a loss from the sale of stock or securities if the same or substantially the same instrument is purchased within 30 calendar days (before or after) the sale. The gain/loss view does not identify situations that may trigger wash sale rules. For application of wash sale rules, please consult a tax advisor.


©2010 Charles Schwab & Co., Inc. Member SIPC. All rights reserved. Schwab Institutional is a division of Schwab.