Private College 529 PlanSM

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Dear Prospective Account Owner:

Whether you are a parent, grandparent or a caring adult in

a child’s life, thank you for your interest in learning how

Private College 529 Plan

SM

_{(the Plan) can help you fund}

a private college education.

The more than 270 colleges and universities that collectively

sponsor the Plan share a commitment to keeping a college

education accessible to children. That’s why the Plan is

structured as a pre-purchase of tuition and not an investment.

This leaves no question about what your money will be worth

in the future. You can purchase tomorrow’s tuition at today’s

prices for any school in our nationwide network of colleges

and universities—without having to choose a specific school

until your child is ready for college. It doesn’t matter how

much tuition increases or what happens in the stock market—

your purchase is guaranteed. Add in the fact that 100% of

each contribution goes toward tuition, and none toward fees,

and you’ll see how locking in tomorrow’s tuition at today’s

prices offers the potential for substantial savings on the cost

of private college.

In the following pages, we’ll explain how Private College 529

Plan can help keep private college within reach for your child.

You’ll find more detailed information about the Plan, the

member schools and an easy path to enroll in the Plan on our

website at

privatecollege529.com.

Again, thank you for your interest in Private College 529 Plan.

We hope you’ll find it an attractive option for you and your

future college student.

Nancy Farmer

President

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P r Iv A T e C O L L e g e 5 2 9 P L A N 1

FACT:

Only Private College 529 Plan

SM

_{offers a guarantee against tuition}

inflation at private colleges and universities across the U.S.

Take Rising Tuition Costs Out

of the College Equation

If you want the benefit of a private college education for your child, but are concerned about the rising cost of tuition, Private College 529 Plan may be the answer. Private College 529 Plan offers something that no other 529 plan can—a guaranteed way to lock in today’s tuition rates at a diverse group of more than 270 private colleges across the country.

Structured as a pre-purchase of tuition and not an investment, the plan eliminates the need to select investment options, follow financial markets or worry about a market downturn. Families can purchase tuition certificates at today’s price that may be redeemed at any participating school for up to 30 years.1_{What’s more,}

you are not required to commit to a school when you enroll in the plan, or at any time until your child is ready for college. Should your child opt for a public college or a non-member private college—or if she doesn’t attend college at all—you can change the beneficiary to an eligible family member, roll the account into another 529 plan or request a refund.2

Most importantly, the plan delivers significant savings on the cost of tuition, because you pay today’s tuition rates—rather than tomorrow’s. Additionally, the Plan charges no fees of any kind to the purchaser, which means that 100% of your contributions go toward purchasing tuition.

You may have the resources to pay

for college tuition at a later date, but

why spend more than you have to?

1. A tuition certificate consists of all contributions to a single beneficiary’s account within a single plan enrollment year. each unique certificate will be eligible for the redemption of tuition for 30 years from the date of the first contribution in each enrollment year. A 36-month holding period applies before certificates can be redeemed. See the Disclosure Booklet for details. 2. There may be tax consequences associated with these options. If you take a refund rather than redeem your tuition certificates for their intended purpose, the refund will be adjusted based on the net performance of the Program Trust, subject to a maximum increase of 2% per year, and a maximum loss of 2% per year. The refund amount will be paid from the Program Trust only. Additionally, the refund is subject to federal income taxes, any state income tax and may be subject to an additional 10% federal tax penalty. See the Disclosure Booklet for details.

A Plan Sponsored by Schools

Tuition Plan Consortium, LLC (TPC), a national group of independent colleges and universities, sponsors Private College 529 Plan. TPC was created for the sole purpose of offering a prepaid 529 option to keep tuition at private colleges and universities within reach for American families. For more information about TPC, visit privatecollege529.com.

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Pay Less by Paying Today

Opening a Private College 529 Plan account today can help you save substantially on the cost of college tuition. Simply put, if tuition inflation continues to rise at a rate of 6.5% per year,3_{the power of your savings}

effectively grows 6.5% per year. Add to that the fact that in the absence of any plan fees, 100% of your contributions go toward purchasing tuition and you end up paying a lot less for tuition.

Tax advantages offer further savings

potential

As with other 529 plans, Private College 529 Plan also offers attractive potential tax benefits.

n redemption of tuition certificates is federal tax free as long as certificates are used to pay tuition and mandatory fees4

n residents of states that offer a tax benefit for con-tributions made to any 529 plan may be eligible for a state tax deduction for contributions to the Plan. Consult a tax professional for more details

n A contribution to Private College 529 Plan is a completed gift, and qualifies for annual gift tax exclu-sions. You may contribute up to $13,000 ($26,000 for married couples) annually, per beneficiary, or up to $65,000 ($130,000 for married couples) prorated over a five-year period5

The Plan Delivers Substantial Savings

Today’s Tuition Cost of Tuition

10 Years Later Your Tax-free Savings

$35,000 $65,700 $30,700 $75,000 50,000 25,000 0

3. Source of data: The College Board, Trends in College Pricing 2009; Annual Survey of Colleges.

4. See the Disclosure Booklet for details. There may be tax consequences associated with these options. If you take a refund rather than redeem your tuition certificates for their intended purpose, the refund will be adjusted based on the net performance of the Program Trust, subject to a maximum increase of 2% per year, and a maximum loss of 2% per year. Additionally, the refund is subject to federal income taxes, any state income tax and may be subject to an additional 10% federal tax penalty.

5. If the account owner dies before the end of the five-year period, a prorated portion of the contribution allocable to the remaining years in the five-year period, beginning with the year after the contributor’s death, will be included within his or her estate for federal tax purposes.

This hypothetical cost comparison illustrates the potential savings one would realize by prepaying and “locking in” at today’s tuition cost ($35,000) versus waiting for 10 years and paying in full the then current tuition price ($65,700). It also assumes that the cost of tuition increased at 6.5% annually throughout the 10-year period.

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Access a Large—and Growing—

Network of Schools

My business does pretty well, and I’ll likely be able to pay for college tuition without stretching the family budget too far. But one of the reasons I’m in this financial position is that I can recognize a good deal when I see it. If one of my suppliers told me that I could pay today’s prices and take delivery in 10 years, regardless of what they were charging then, I’d jump at that chance. I know prices could fall, but they’ll probably go up.

Besides, now that I have kids and am getting a little older, I’m not just thinking about how I’ll pay for college. I’m thinking about my retirement, and what kind of financial legacy I’ll leave. Not paying any more for private college than I have to, and having the ability to prepay as much as I want each time I contribute, will only increase my planning options.

The Plan’s ever-growing network of participating colleges and universities, located throughout the U.S., provides access to a wide range of different types of schools including many of the nation’s top ranked schools.

What’s more, new institutions are signing up all the time, providing even more choice when your child is ready for college, as new member schools guarantee all purchases made before they joined.

Member Schools Span the Country Participating Schools Include

For detailed information about member schools, visit privatecollege529.com.

Science & Engineering Women’s Colleges Historically Black Schools Liberal Arts Religiously Affiliated Research Universities

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Easy to Open and Manage

You can open your account with a minimum of $25, or as large an initial contribution as you choose. Additional contributions of $25 or more can be made at any time or you can set up a purchase plan to contribute a fixed amount at regular intervals. Just keep in mind that you must contribute at least $500 within two years of open-ing your account.6_{Additionally, tuition rates at member}

schools change on July 1 each year, so the earlier you start, the more you may save on tuition.

Track your progress through your five

“sample” schools

When you enroll in the Plan, you’ll have the opportunity to select up to five “sample” schools to monitor. Your quarterly statement will display the value of your tuition at each of your sample schools so that you can see exactly what percentage of tuition you have purchased at each one. For example, your certificate may be worth 0.25 years of college at one institution, but 0.45 years at another.

Choosing sample schools neither guarantees admis-sion for your beneficiary nor locks you into any deciadmis-sion about which school your child will attend. In fact, you can change your sample schools as often as you like. You may track your progress and edit your list of schools at any time at privatecollege529.com.

6. If you have paid less than $500 after two years, your account will be closed. Please see the Disclosure Booklet for details.

privatecollege529.com

provides the tools you need

n Open an account in less than 15 minutes, or print an enrollment form

n Get detailed information about member schools

n Contribute to your account, or set up an automatic purchase plan n Track your progress and edit your

list of “sample” schools

n Invite friends and family to make contributions

n Access detailed answers to frequently asked questions n And much more!

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It seems like she’s wanted to know how everything works since the day she was born. She learned to take apart her bicycle before she learned how to ride it. She reconfigured our home computer network when she was seven. We know engineering will be in her future, so we’re taking advantage of Private College 529 Plan. The Plan offers us the opportunity to lock in tuition today that will help pay for her education at some of the top engineering and technology schools in the country. This is true whether she chooses to attend the University of Rochester, the University of Chicago, MIT or any other school in the Plan network. And because the Plan is so easy to understand, she doesn’t have to explain yet another thing to us!

Redeeming your tuition certificates

Tuition certificates purchased through Private College 529 Plan that are held at least 36 months will be honored for tuition and required fees7_{at any}

participat-ing institution where your beneficiary is accepted and enrolls. This is true for schools that joined the Plan’s network after you purchased the tuition, as well as those that are no longer participating institutions when your child is ready for college. While your purchase of tuition certificates does not guarantee admission to any participating school, certificates are guaranteed for up to 30 years after purchase.

Already have a 529 plan?

Opening a Private College 529 Plan account alongside a 529 college savings plan provides the opportunity to combine the benefits of both. When your child enrolls at a member school, the certificates in your Private College 529 Plan account can be used to cover some, or the full cost of tuition, and the money in your college savings plan account can be used to cover other qualified higher education expenses including books, lab fees, and room and board.

7. required fees are those that must be paid by all students as a condition of enrollment in the school. They do not include course-specific fees like lab or equipment fees.

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Frequently Asked Questions

Q:

Do I need to choose a school when I open an account?

No. Tuition certificates may be used at any participating school to which your child is accepted and enrolls.

Q:

What if my child enrolls at a school that is no longer a member when I am ready to redeem my tuition certificates?

If the school was a member school when you purchased the certificates, those certificates will be honored at that school. The guarantee for certificates is in place for 30 years after purchase, regardless of whether the school is still a member college at the time of redemption.

Q:

What if my child enrolls in a school that became a member school after I purchased my certificates?

Your tuition certificates will be honored at that school. The guarantee for certificates is in place for

30 years after purchase, regardless of whether the school was a member college at the time of purchase.

Q:

What happens if my child gets a scholarship?

If the beneficiary of your account receives a partial scholarship, you can still use your certificates to cover the remaining tuition costs.

If the beneficiary receives a scholarship that covers all or part of the cost of qualified expenses, you can withdraw an amount up to the value of the scholarship without penalty. earnings that are refunded due to a scholarship are taxable income but are not subject to the 10% addi-tional federal tax on earnings. You can also change the beneficiary to another “member of the family,” within the federal 529 rules—even yourself—if an undergradu-ate degree is still in your future.

Q:

What is the impact of the Plan on my child’s eligibility for financial aid?

If the parent is the account owner, Private College 529 Plan accounts are treated as assets of the parent, which has a smaller impact on federal financial aid than if the assets were those of the child. The federal financial aid formula considers no more than 5.6% of parents’ assets and 20% of a child’s assets available to pay for college.

Individual institutions may consider parents’ assets in a different way when deciding how to distribute finan-cial aid. Be sure to consult the college or university financial aid office and your tax advisor about your particular situation.

Q:

Are there any fees associated with the Plan?

No. There are no entry fees, annual fees, service fees or exit fees—no costs to you beyond the tuition certifi-cate purchase price.

Q:

Must you be the parent of a beneficiary to open an account or contribute to an existing Private College 529 Plan account?

Absolutely not. Friends, godparents, grandparents— anyone can open an account or make a gift to an existing Private College 529 Plan. Not only is gifting to a Private College 529 Plan account a way to make private school tuition accessible for a child, but doing so also yields great estate and tax benefits to the person making the gift. The maximum annual gift tax exclusion for 2010 is $13,000 (or $26,000 for married people filing jointly), and the five-year gift tax exclusion is $65,000 (or $130,000 for married people filing jointly).8_{By moving a large gift}

into a tax-advantaged account as soon as possible, the giver can exclude that amount from their taxable estate.

8. If the account owner dies before the end of the five-year period, a prorated portion of the contribution allocable to the remaining years in the five-year period, beginning with the year after the contributor’s death, will be included within his or her estate for federal tax purposes.

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Q:

Do I really not have to worry about investment

performance or tuition inflation?

You do not have to worry about investment performance or tuition inflation.9_{With Private College 529 Plan, your}

tuition benefit is guaranteed by the member schools. As long as certificates are held for at least 36 months, the amount of tuition you purchase will be honored by participating schools for up to 30 years—guaranteed.

Q:

What is the smallest amount I can contribute?

Contributions can be as little as $25 whether you make your purchases using a regular payment plan, or by contributing whenever you can. However, you must contribute at least $500 within two years.10

Q:

What is the total amount I can contribute?

The maximum allowed account value is based on tuition and fees for five years at the most expensive college or university in our network. For the 2010– 2011 school year, the maximum is $215,950.

Q:

What can Private College 529 Plan certificates be used for?

Currently, Private College 529 Plan certificates can be used for undergraduate tuition and mandatory fees. In general, mandatory fees are those fees required to be paid by all students attending the particular college as a condition of enrollment.

Q:

What if I have only saved part of the tuition required? What if I have saved more than is needed? What are my options?

If you have not purchased the full amount of tuition and mandatory fees by the time your child is ready to enroll in a participating school, you should consider your financial aid and scholarship options to help you fund the rest. The Financial Aid Planner calculator available on privatecollege529.com can help you estimate your expected Family Contribution (eFC), which represents the amount colleges may expect you and your child to pay for a year of college. This esti-mate is usually seen as the starting point for financial aid decisions at any college that offers Federal financial aid. For more information and tips on getting financial aid and scholarships, visit collegewithinreach.com.

If the value of your certificate(s) is more than the full amount of tuition and mandatory fees, you will have options:

n Change the beneficiary to a qualified family member n roll the account over into a state-sponsored 529 plan n request a refund9,11

For additional questions and more detailed answers, visit privatecollege529.com.

9. When you request a refund, the amount refunded is adjusted based on the net performance of the Program Trust, up to a maximum increase of 2% per year and a maximum decrease of –2% per year.

10. If you have paid less than $500 after two years, your account will be closed. Please see the Disclosure Booklet for details. 11. See the Disclosure Booklet for details. There may be tax consequences and fees associated with this option.

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Enroll Today

It’s easy to start down the path of prepaying your child’s private college tuition.

Simply visit privatecollege529.com to enroll online in less than 15 minutes. All you need is your and the beneficiary’s Social Security numbers and your bank account information if you intend to set up a regular contribution plan. The site also provides further information and answers to questions you may have.

If you need further assistance, or would like to speak to a knowledgeable customer service representative, call us at 1.888.718.7878.

You can also print an enrollment Form from the website and mail it back to us at:

Private College 529 Plan P.O. Box 5268

Denver, CO 80217

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FACT:

Whether you have a large or modest sum available, starting to prepay

college tuition today, and continuing to do so on a regular basis, can

deliver significant savings on the future cost of tuition.

Attending private college has made an enormous difference in our lives; one we feel every day. In fact, we met at school. We still go back to visit whenever we can, are active members in our alumni association and, yes, we harbor a not-so-secret hope our son will follow in our footsteps. But whether or not he decides to attend our alma mater, we knew early on that we wanted to ensure that the cost of tuition did not deny him the opportunity to get the same quality private college education we had. That’s why Private College 529 Plan is an important part of our plan to pay for college, along with the grants and scholarship information we’re currently sorting through. His job is to keep his grades up and gain admission. Our job is to keep the option available financially.

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Participation in Private College 529 Plan does not influence or guarantee admission to any college or university.

The information contained herein is subject to change without notice. This material is provided for general and educational purposes only, and is not intended to provide legal, tax or investment advice, or for use to avoid penalties that may be imposed under U.S. federal tax laws. Contact your attorney or other advisor regarding your specific legal, investment or tax situation. Private College 529 Plan is established and maintained by Tuition Plan Consortium, LLC. OFI Private Investments Inc., a subsidiary of OppenheimerFunds, Inc., is the program manager. Participation in the Plan does not guarantee admission to any college or university, nor does it affect the admissions process. Tuition Certificates are not insured or guaranteed by the FDIC, TPC, any governmental agency or OFI Private Investments Inc. or it affiliates.

Purchasers should carefully consider the risks associated with purchases and refunds of Tuition Certificates. The Disclosure Booklet, including the enrollment Agreement, contains this and other information about the Plan, and may be obtained by visiting privatecollege529.com or calling 1.888.718.7878. Purchasers should read these documents carefully before purchasing a Tuition Certificate.

NP0000.001.0210 August 16, 2010

If you want the benefit of a private college education for your child, but

are concerned about the rising cost of tuition,

Private College 529 Plan

may be the answer.

The Plan offers a guaranteed way to pay less for

tuition by paying today and provides your child access to a large—and

growing—national network of schools.

It’s easy to open and manage a Private College 529 Plan account.

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NP0000.020.0410 Page 1 of 6

1 | Account Type

Please fill out Section A if your chosen Account Type is Individual or UGMA/UTMA. Please fill out Section B if your Account Type is a Trust, 501(c)(3) or Other.

Important information about opening a new account

To help the government fight the funding of terrorism and money laundering activities, we are required by federal law to obtain, verify and record certain personal information that identifies each person prior to opening an account. This information includes the applicant’s name and date of birth, street address, Social Security number (SSN) or Tax Identification number (TIN).

If you are establishing an account using a Power of Attorney on behalf of an Account Owner, please call us at 1.888.718.7878 for instructions about how to properly establish the account.

A. Individual or UGMA/UTMA Custodian

_Individual _UGMA/UTMA

Please indicate the state that governs the UGMA or UTMA

n

Account Owner/Custodian Social Security number (Required)

Name (first, middle initial, last) of Account Owner or UGMA/UTMA Custodian

n

Date of Birth (mm/dd/yyyy)

Street address (No P.O. Boxes)

City

n

State

n

Zip

Daytime phone number

n

Evening phone number

Mailing address (if different from above)

City

n

State

n

Zip

Email address (Provide this information to receive electronic newsletters and other information.) _Male_Female

U.S. Citizen/Resident Alien (Nonresident aliens are not eligible to participate in the Plan.)

| Instructions

PRIVATE COLLEGE 529 PLAN

SM

Enrollment Form

Print clearly in all CAPITAL LETTERS using blue or black ink. When requested, please color in circles completely.

Complete this form to establish a Private College 529SM_account.

nTo enroll online visit privatecollege529.com

If you have any questions, please call us at 1.888.718.7878 Monday through Friday from 9:00am to 8:00pm ET

Please mail the completed form and any required documents to the following address: Private College 529 Plan

P.O. Box 5268 Denver, CO 80217

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Page 2 of 6 NP0000.020.0410

B. Trusts, 501(c)(3), Partnerships and Corporations (check one):

Trust (please include copies of the title and signature pages of the Trust Document)

_{501(c)(3) (please include copies of the ruling Determination Letter from the IRS)} Partnership (please include copies of the Partnership papers)

_{Corporation (please include copies of the Articles of Incorporation, certified by the Secretary of}

State or other government entity)

Name of Trust, 501(c)(3), Partnership or Corporation

n

Date of Trust (if applicable)

Social Security number /U.S. Taxpayer ID number

n

Email address

City

n

State

n

Zip

Country of Incorporation/Organization:

United States (Entity must be incorporated/organized in the U.S. to be eligible to participate in the Plan.)

Trustee/Partner/Officer Information

Federal law requires that we obtain your name, street address, date of birth and taxpayer

identification number prior to opening the account. This Trust, 501(c)(3), Partnership or Corporation entity account may have two authorized representatives.

Name of Trustee/Partner/Officer (first, middle initial, last)

n

Social Security number/U.S. Taxpayer ID number (Required)

Street address of Trustee/Partner/Officer (no P.O. Boxes)

n

City

n

State

n

Zip

Designated Beneficiary's name (first, middle initial, last)

n

Social Security number

Male Female

_{U.S. Citizen/Resident Alien (Nonresident aliens are not eligible to participate in the Plan.)} Check here if the address is the same as the Account Owner.

Street address

n

City

n

State

n

Zip

Relationship to Account Owner

1 | Account Type (continued)

2 | Designated Beneficiary Information

All information in this section is required to establish your account.

To list additional Trustees/ Partners/Officers, attach a separate sheet.

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3 | Beneficiary's Expected College Enrollment Date and Designation of Sample Schools

4 | Successor Account Owner (Required)

NP0000.020.0410 Page 3 of 6

Please provide your Beneficiary’s Expected College Enrollment Year (e.g., 2015/2016)

Year

n

Year

If no Expected College Enrollment Year is provided, for illustrative purposes on your account statements we will use the later of: (a) the year in which your Beneficiary will attain age 18, or (b) three (3) years from the date of this purchase.

Please designate at least one and up to five Sample Schools to be used for illustrative purposes on your account statements. Please print the name of each Sample School and the U.S. state in which it is located, below. Sample Schools must be on the list of Participating Institutions. (See the Schedule of Participating Institutions and Tuition Rates or visit our website, privatecollege529.com.)

Name of School State

1.

n

2.

n

3.

n

4.

n

5.

n

You must designate a Successor Account Owner, who must be at least 18 years old. The Successor Account Owner would become the Owner of this Account in the event of your death or disability.

Successor Account Owner's name (first, middle initial, last)

n

Relationship to Account Owner

City

n

State

n

Zip

Date of Birth (mm/dd/yyyy) (if applicable)

n

Social Security number (Required)

n

Date of Trust (mm/dd/yyyy) (if applicable)

n

Evening phone number

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Page 4 of 6 NP0000.020.0410

5 | Initial Purchase

6 | Bank Account Information

The initial purchase can be made by check, Electronic Funds Transfer (EFT) or an Automatic Purchase Plan. The minimum initial purchase amount can be as little as $25, if made by Automatic Purchase Plan. All purchases must total $500 or more within two years of the initial purchase.

 Check: $________________________

Checks should be made payable to “Private College 529 Plan.” Third party checks are subject to review. We do not accept money orders.

 One-time Electronic Funds Transfer Automated Clearing House (ACH)—One-time electronic

transfer from your bank account. Also complete banking instructions in Section 6. Amount: $________________________

 Automatic Purchase Plan—Scheduled, recurring purchases from your bank account.

Also complete banking instructions in Section 6. Amount: $_______________________

Frequency: _Monthly _Quarterly

Timing: Purchase on the ________ day of the month. (If not provided, the purchase will occur on the 10th of the month.)

 Rollover/Transfer from another Section 529 Account or from a Coverdell Education Savings

Account/Qualified U.S. Savings Bond—Enclose a Private College 529 Change of Trustee/

Rollover Form. You can obtain this form by calling 1.888.718.7878 or by downloading the form at privatecollege529.com.

Your bank account will be debited approximately two business days prior to the date(s) you select or the next business day following the weekend or holiday. Please allow 10 days to process debit(s) from your account. Please choose which type of account you will be debiting.

_Checking _Savings

I authorize Private College 529 Plan to debit my bank account for purchases of certificates. I agree that Private College 529 Plan is purchasing certificates voluntarily at my request. I understand that this service does not constitute an offer to sell certificates.

If I change banks, I agree to notify Private College 529 Plan promptly in writing. I agree to give adequate notice (normally 15 days) to terminate this service. I understand that if a transaction cannot be made because of insufficient funds or because either account has been closed, this service will be cancelled by Private College 529 Plan. I understand that any of the features and privileges described herein may be modified, suspended or cancelled by Private College 529 Plan at any time without notice and that all services described herein are subject to the terms of the applicable Disclosure Statement, which I acknowledge I have received and read. Please print and sign exactly as your name(s) appears on your plan account.

Signature of Bank Account Owner

n

Signature of Bank Account Owner

You must enclose a voided check or a preprinted savings slip for a savings account.

Bank account information is required to establish an automatic purchase plan or a transfer from your bank account.

Attach Voided Check Sample Here. Do Not Use Staples.

Your bank account will be debited approximately two business days prior to the date(s) you select.

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7 | Account Profile Information

8 | Mailings to Participating Institutions and Universities

NP0000.020.0410 Page 5 of 6

1. How did you hear about Private College 529 Plan? (you may select more than one)

 My Alma Mater

_{Child’s school}  Family/Friend

_{Financial advisor}  Employer

 _{News story (Internet, TV, Radio, Publication)}  Website link. Please specify which site:

_Other

2. What aspect(s) of Private College 529 Plan

is/are most appealing to you? (you may

select more than one)

 Ability to purchase and “lock in” a set amount of tuition

 Guarantee: Your purchase is guaranteed and not subject to changes in the financial markets

 The roster of participating private colleges and universities

Ability to buy future tuition at today’s prices

 Flexibility: You don't need to select a school until your child is ready to attend college

_{Tax/Estate planning advantages} Other

3. Did you attend college?

 Yes (Please print the name and state of the college you attended)

_No

4. Indicate your education level (select highest level completed)

High School

_{Some College} Associate’s degree

_{Bachelor’s degree} Master’s degree

_Doctorate

5. Are you saving for college in other ways aside from your Private College 529 Plan account?

_Yes _No

If yes, how? (you may select more than one)

_UGMA/UTMA

Other 529 savings plan

_{Other state prepaid plan} Savings account

_Other

6. Indicate your primary source of funding for this account.

Employment earnings

_{Gifts or inheritance} Tax refunds or credits

_Other

Your name and address may be provided to institutions in the Plan for purposes of providing you information about their educational programs, unless you elect not to have your

information disclosed for this purpose by checking the box below.

_{I choose not to have my information disclosed to institutions for the purpose of receiving materials}

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NP0000.020.0410 August 16, 2010 Page 6 of 6

10 | Acknowledge and Consent

By signing below, I certify and acknowledge the following:

n The information contained in this form and in any required documentation is true, complete and

correct. I have received, read and agree to the terms set forth in the Disclosure Statement and Enrollment Agreement. I agree that Private College 529 Plan may use this information to attempt to verify my identity. Private College 529 Plan is requesting a copy of the Articles of Incorporation, Partnership document, Trust agreement or other similar documents solely for the purpose of verifying the identity of the Account Owner as required by federal law. Private College 529 Plan is not assuming any responsibility for monitoring, maintaining, interpreting or enforcing any terms or provisions of those documents

n I, the Account Owner, am 18 years of age or older

Signature (Individual Account Owner or UGMA/UTMA Custodian)

n

Date

Signature (Authorized Representative for an Entity)

n

Title

n

Date

Signature (Authorized Representative for an Entity)

n

Title

n

Date

Mail initial deposits and future contributions to: Private College 529 Plan

P.O. Box 5268 Denver, CO 80217

Private College 529 PlanSM_{is established and maintained by Tuition Plan Consortium, LLC. OFI Private}

Investments Inc., a subsidiary of OppenheimerFunds, Inc., is the program manager. Participation in the Plan does not guarantee admission to any college or university, nor does it affect the admissions process. Tuition Certificates are not insured or guaranteed by the FDIC, TPC, any governmental agency or OFI Private Investments Inc. or its affiliates.

9 | Registered Investment Adviser Information

Please add as a Representative to my account. As the registered owner of the account established with this Enrollment Form, I hereby authorize Private College 529 Plan to send copies of my quarterly statements to my Representative.

Send copies of my quarterly statement to my Registered Investment Adviser at the address below.

Company name

Address

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1 | Private College 529 Plan Account Information

If you have not established a Private College 529 Plan Account, you must also either enroll online at

privatecollege529.com or complete and include a Private College 529 Plan Enrollment Form which you can download from the site.

Account number

n

Social Security or Taxpayer ID number

Account Owner’s first name

n

Middle initial

n

Last name Street address or P.O. Box number

City

n

State

n

Zip

Phone number

n

Account Owner’s email address

Beneficiary’s first name

n

Middle initial

n

Last name

Beneficiary’s Social Security or Taxpayer ID number

n

Beneficiary’s date of birth

Change of Beneficiary (check one):

 _{I am not changing the Designated Beneficiary} I am changing the Designated Beneficiary Indicate New Beneficiary:

Beneficiary's first name

n

Middle initial

n

Last name

Beneficiary's Social Security or Taxpayer ID number

n

Date of Birth

| Instructions

Private college 529 Plan

SM

change of trustee/

rollover from a 529 Plan

Print clearly in all CAPITAL LETTERS using blue or black ink. When requested, please color in circles completely.

Please use this form for the following: n Roll over assets from another Section 529

Plan, Coverdell Education Savings Account or Qualified Savings Bond

If you have any questions, please call us at 1.888.718.7878 Monday through Friday from 9:00 a.m. to 8:00 p.m. ET Please mail the completed form and any required documents to the following address:

Private College 529 Plan P.O. Box 5268

Denver, CO 80217 or fax to 1.303.768.6529

Please note that multiple rollovers for any beneficiary within a 12-month period or the designation of a beneficiary who is not a Qualified Family Member may result in additional taxes or penalties. See the Disclosure Statement for potential tax consequences and other considerations.

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A. Indicate the source of your Rollover/Transfer (check one): Section 529 Plan

_{Coverdell Education Savings Account} Qualified Savings Bonds

B. Indicate whether this is an Indirect Rollover or a Direct Rollover request(Check one and complete additional information as applicable):

_{Indirect Rollover: I am enclosing a check representing the rollover proceeds from:} Section 529 Plan

_{Qualified Savings Bonds}

Coverdell Education Savings Account

_{Direct Rollover: I am requesting and instructing Private College 529 Plan to act on my behalf to} obtain funds directly from the trustee of my current Section 529 College Savings Plan Account.

Name of Current Administrator

n

Account number Street address or P.O. Box number

City

n

State

n

Zip

State Sponsor (if a state-sponsored 529 Plan)

Full Account Balance

_{Partial Account Balance (if partial is chosen, please select one of the following)}

Dollar amount $

_Percentage _%

C. Indicate which portion of the Rollover or Transfer is attributable to contributions (cost basis), and which is attributable to earnings. Otherwise, your entire Rollover or Transfer is required to be treated as earnings which may be taxable upon withdrawal.

For further details, please call your Program Manager.

$ Total Amount of Rollover/Transfer

$ Base Contribution or Cost Basis of Rollover/Transfer

$ Earnings Portion of Rollover/Transfer

2 | Instructions to Current/Resigning Trustee

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3 | Signatures

4 | For OppenheimerFunds use only

I authorize OppenheimerFunds to act on my behalf in contacting my current 529 Plan manager to facilitate the transfer of assets. I hereby certify that (1) the information provided herein is accurate, (2) the Designated Beneficiary on the Private College 529 Plan is a “member of the family” of the Designated Beneficiary in the current program (as defined in the Disclosure Statement), or (3) this Rollover does not change the Beneficiary, and is the only rollover for the Beneficiary within the past 12 months, and, if applicable, (4) my contributions of rollover proceeds from another account is within 60 days of receiving the refund.

Signature of Account Owner, Custodian, Trustee, Partner, or Officer

n

Date Signature of Co-Trustee, Partner or Officer

n

Date

Signature Guarantee (call your Plan manager to determine if a signature guarantee is required.)

A signature guarantee may be obtained from any eligible guarantor institution, as defined by the Securities and Exchange Commission. These institutions include banks, savings associations, credit unions and brokerage firms. The words “SIGNATURE GUARANTEED” must be stamped or typed near the signature(s) being guaranteed. The guarantee must appear with the printed name, title and signature of an officer and the name of the guarantor institution. A NOTARY PUBLIC STAMP OR SEAL IS NOT ACCEPTABLE.

Affix medallion stamp here

Guarantee’s name (if required)

n

Middle initial

n

Last name

Title

n

Signature Guarantee

n

Date

 Completed a Private College 529 Plan Enrollment Form, if you are opening a new account? _{Included a copy of your most recent statement from your current plan manager.}

 Written a check payable to “Private College 529 Plan” for an Indirect Rollover? _{Signed, and obtained a Signature Guarantee, if needed, for Section 3?}

The administrator of Private College 529 Plan will complete this acceptance agreement. As administrator of Private College 529 Plan, we will accept the 529 Plan rollover requested.

Authorized Administrator’s signature

n

Date

Before you mail, have you

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Private College 529 Plan is established and maintained by Tuition Plan Consortium, LLC. OFI Private Investments Inc., a subsidiary of OppenheimerFunds, Inc., is the program manager. Participation in the Plan does not guarantee admission to any college or university, nor does it affect the admissions process. Tuition Certificates are not insured or guaranteed by the FDIC, TPC, any governmental agency or OFI Private Investments Inc. or its affiliates.

NP0000.021.0410 August 16, 2010 Page 4 of 4

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Tuition Plan Consortium, LLC

Program Sponsor

OFI Private Investments Inc.

Program Manager

PLAN DISCLOSURE STATEMENT

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IMPORTANT INFORMATION ABOUT YOUR PRIVACY

As an Account Owner of the Private College 529 PlanSM, you are entitled to know how we protect your personal information and how we limit its disclosure.

Information Sources

We obtain nonpublic personal information about our Account Owners and Beneficiaries from the following sources:

• Applications or other forms

• When you create a user ID and password for online account access

• Your transactions with us, our affiliates or others

• A software program on the Plan’s website, often referred to as a “cookie,” which indicates which parts of our site you’ve visited

• When you set up challenge questions to reset your password online

If you visit www.privatecollege529.com and do not log on to the secure account information areas, we do

not obtain any personal information about you. When you do log on to a secure area, we do obtain your user ID and password to identify you. We also use this information to provide you with products and services you have requested and assist you in other ways.

We do not collect personal information through the Plan’s website unless you willingly provide it to us, either directly by email or in those areas of the website that request information. In order to update your personal information (including your mailing address, email address and telephone number), you must first log on and visit the “My Account” section and select the “Maintenance” menu for mailing address and telephone numbers and “My profile” for email address.

If you have set your browser to warn you before accepting cookies, you will receive the warning message with each cookie. You can refuse cookies by turning them off in your browser. However, doing so may limit your access to certain sections of the Plan’s website.

We use cookies to help us improve and manage the Plan’s website. For example, cookies help us recognize new versus repeat visitors to the site, track the pages visited, and enable some special features on the website. This data helps us provide a better service for the Plan’s website visitors.

Protection of Information

We do not disclose nonpublic personal information about current or former Account Owners and Beneficiaries to anyone, except as permitted by law.

Right of Refusal

We will not disclose your personal information to unaffiliated third parties (except as permitted by law), unless you, the person who provides the information or the person who is the subject of the information gives express written consent to such disclosure.

Internet Security and Encryption

In general, the email services provided by the Plan’s website are encrypted and provide a secure and private means of communication with us. To protect your own privacy, confidential and/or personal information should only be communicated via email when you are advised that you are using a secure website.

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As a security measure, we do not include personal or account information in nonsecure emails, and we advise you not to send such information to us in nonsecure emails. Instead, you may take advantage of the secure features of the Plan’s website to encrypt your email correspondence. To do this, you will need to use a browser that supports Secure Sockets Layer (SSL) protocol.

We do not guarantee or warrant that any part of the Plan’s website, including files available for download, are free of viruses or other harmful code. It is your responsibility to take appropriate precautions, such as use of an antivirus software package, to protect your computer hardware and software.

• All transactions are secured by SSL and 128-bit encryption. SSL is used to establish a secure

connection between your PC and the Private College 529 Plan server. It transmits information in an encrypted and scrambled format

• Encryption is achieved through an electronic scrambling technology that uses a “key” to code and

then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data

• You can exit the secure area by either closing your browser, or for added security, you can use the

log out button before you close your browser Other Security Measures

We maintain physical, electronic and procedural safeguards to protect your personal account information. Our employees and agents have access to that information only so that they may offer you products or provide services, for example, when responding to your account questions.

How You Can Help

You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, do not allow it to be used by anyone else. Also, take special precautions when accessing your account on a computer used by others.

Who We Are

This joint notice describes the Privacy Policy of OFI Private Investments Inc. and OppenheimerFunds Distributor, Inc. as the Program Manager and Distributor, respectively, of the Private College 529 Plan. This notice was last updated on June 30, 2010. In the event it is updated or changed, we will post an updated notice on the Plan’s website.

If you have any questions about this Privacy Policy, write to us at P.O. Box 5268, Denver, CO, 80217,

email us by clicking on the “Contact Us” section of the Plan’s website www.privatecollege529.com or you

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Introduction... 1

The Private College 529 Plan ... 2

Participating in the Plan ... 4

Redeeming Tuition Certificates ... 8

Refunds... 9

Reporting...10

Termination of the Plan; Cancellation of Certificates by TPC ... 10

Plan Administration... 11

Certain Tax Consequences... 12

Additional Considerations and Risk Factors... 16

Obtaining Additional Information ... 20

Glossary... 21

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Please read and retain for your records a copy of this Disclosure Statement and the accompanying Enrollment Agreement, as amended and supplemented from time to time (together, the “Disclosure Statement”), as well as the Schedule of Participating Institutions and Tuition Rates (the

“Schedule”). These documents include detailed information about the Private College 529 Plan. All capitalized terms used in this Disclosure Statement are defined in the Glossary on page 21. The information contained in this Disclosure Statement is believed to be accurate as of the date hereof and is subject to change without notice and neither delivery of this Disclosure Statement, nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Plan since the date of this document. No one other than the Tuition Plan Consortium, LLC (“TPC”) is authorized to provide information that is different from the information contained in this Disclosure Statement.

INTRODUCTION

What is the Private College 529 Plan?

The Private College 529 Plan is a prepaid tuition program designed to provide you with an opportunity to prepay undergraduate tuition for a Beneficiary at participating private colleges and universities throughout the United States. By participating in the Plan, you can pay for your Beneficiary’s tuition and certain fees today and lock in current tuition rates for your Beneficiary’s future enrollment at a Participating Institution.

The Plan is sponsored by TPC, a not-for-profit organization established for the sole purpose of operating the Plan. TPC is composed of the private colleges and universities that are Participating Institutions in the Plan.

How does the Plan work?

To participate in the Plan, you make purchases of Tuition Certificates, which can be used in the future to pay Tuition for your Beneficiary at any Participating Institution at which your Beneficiary becomes

enrolled in undergraduate study. The Plan runs on a Program Year basis of July 1st through June 30th.

All purchases you make to the Plan during a Program Year are applied toward the purchase of a Tuition Certificate. You may use Tuition Certificates in later years to pay Tuition for your Beneficiary. You must wait at least 36 months after the Issue Date of a Tuition Certificate to use it to pay Tuition.

The amount of Tuition that a Tuition Certificate will buy at a particular Participating Institution is based on the Tuition Rate that is in effect for that Participating Institution during the Program Year in which you purchase the Tuition Certificate. Because Tuition Rates will differ among Participating Institutions, a Tuition Certificate will pay for more or less Tuition at one school than another. In addition, because the Tuition Rates set by a Participating Institution for different Program Years will vary, a Tuition Certificate purchased in one Program Year will pay for more or less Tuition than one purchased in another Program Year.

The current Participating Institutions and Tuition Rates are listed in the Schedule, which accompanies this Disclosure Statement. You may consult the Schedule to help you determine how much Tuition you will be prepaying when you purchase a Tuition Certificate during the current Program Year.

What is the maximum purchase amount?

The maximum amount of Tuition Certificates that may be purchased for a single Beneficiary cannot exceed the cost of Tuition and Mandatory Fees for a period of five (5) years at the Participating Institution listed in the Schedule having the most expensive Tuition and Mandatory Fees. All Tuition Certificates for the same Beneficiary within the Plan will be combined for purposes of determining whether the maximum limit has been reached, even those Tuition Certificates that have a different owner. The maximum

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balance may be recalculated or adjusted each year based on the specific Program Year’s most expensive Participating Institution.

Where may I use my Tuition Certificates?

You may use your Tuition Certificates to pay for your Beneficiary’s Tuition for undergraduate studies at any Participating Institution at which he or she becomes enrolled. Participating Institutions may join or withdraw from the Plan, but you may use a Tuition Certificate at any college or university that either (1) is a Participating Institution in the Plan when you purchase the Tuition Certificate or (2) is a

Participating Institution in the Plan on any subsequent date up to and including the date on which the Tuition Certificate is used to pay Tuition.

What if I can’t use my Tuition Certificates? May I get a refund?

If a Tuition Certificate is not used in full to pay Tuition for the Beneficiary, you may either change the Beneficiary of the Account to a Family Member of the current Beneficiary or request a refund. You may request a refund of a Tuition Certificate at any time beginning one year after its Issue Date. The Refund Amount will be the amount paid for the Tuition Certificate, adjusted by the net investment performance of the Program Trust, capped by a maximum return of 2% per annum and limited to a maximum loss of 2% per annum (in each case, compounded annually). Refunds may result in adverse tax consequences. See the discussion of “Refunds” on page 9 for more detailed information. The Refund Amount will be paid from the Program Trust only, and no other person, including the Program Manager, TPC or any Participating Institution, will be liable for any payments, including those that are greater than the total amount of the Program Trust. See the discussion of “Refunds” on page 9 for more detailed information.

What else should I consider before purchasing a Tuition Certificate? What are the risks?

You should carefully examine the tax and other considerations outlined in this Disclosure Statement prior to purchasing a Tuition Certificate under the Plan and consult with your tax advisor. See the discussion of “Certain Tax Consequences” on page 12 for more detailed information.

You should also consider the following risks and considerations:

• Participation in the Plan may adversely affect the Beneficiary’s eligibility for financial aid.

• The Refund Amount is not designed to provide a meaningful rate of return. In the event that the

Beneficiary does not attend a Participating Institution, or is otherwise unable to use Tuition prepayments, the refund may not be sufficient to cover the costs of attending another institution and the Purchaser will have lost the opportunity to invest the amounts used to purchase Tuition Certificates in investments that could have yielded a higher rate of return.

• The Refund Amount will be paid from the Program Trust only, and no other person, including the

Program Manager, TPC or any Participating Institution, will be liable for any payments, including those that are greater than the total amount of the Program Trust.

• Participation in the Plan does not guarantee acceptance, continued enrollment or

graduation for the Beneficiary at a Participating Institution.

• A purchase of a Tuition Certificate does not qualify for the unlimited gift tax exclusion generally

available for money used to pay educational expenses.

• Because a Tuition Certificate may only be used to purchase Tuition (including Mandatory Fees), it

will not cover all of the costs of attending a Participating Institution.

• Tuition Certificates are not transferable and cannot be pledged or used as collateral.

See the discussion of “Additional Considerations and Risk Factors” on page 16 for more detailed information.

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How else can I find out about the Plan? Information about the Plan is available on the Plan website at www.privatecollege529.com or you may speak to a customer service representative by calling us at 1 (888) 718-7878.

THE PRIVATE COLLEGE 529 PLAN

In General

Through the Private College 529 Plan, you may buy Tuition Certificates for your Beneficiaries and use them in the future to pay for Tuition at Participating Institutions at which your Beneficiaries become enrolled. Participation in the Plan will guarantee a fixed Tuition Rate at each Participating Institution for the portion of Tuition paid with Tuition Certificates, though this fixed rate will vary depending on the Program Year in which the Tuition Certificate is purchased. Each Participating Institution’s Tuition Rate for a particular Program Year is set forth in the Schedule for that Program Year, as supplemented, to show Participating Institutions that join or withdraw from the Plan. The Tuition Certificates may be used at any Participating Institution as described more fully below. You do not need to identify a Participating Institution until the Tuition Certificates are used to pay for Tuition, although you may find out how much Tuition your Tuition Certificates would cover at any particular Participating Institution by designating it as a “Sample School,” (described more fully below) by visiting our

website at www.privatecollege529.com or by calling us at 1 (888) 718-7878.

Participating Institutions

The current Participating Institutions are listed in the Schedule, which accompanies this Disclosure

Statement and which is also available at our website at www.privatecollege529.com. Participating

Institutions may join or withdraw from the Plan, but you may use a Tuition Certificate at any college or university that either (1) is a Participating Institution in the Plan when you purchase the Tuition Certificate or (2) is a Participating Institution in the Plan on any subsequent date up to and including the date on which the Tuition Certificate is used to pay Tuition. Additions to the list of Participating Institutions for a particular Program Year, as well as the Schedules for subsequent Program Years will be available on our

website at www.privatecollege529.com or by calling us at 1 (888) 718-7878.

How Tuition is Determined

Prior to the commencement of each Program Year, each Participating Institution will set its own Tuition Rate for the Program Year. The Tuition Rate set by the Participating Institution for a Program Year applies to Tuition Certificates purchased during that Program Year and will be the Tuition Rate that applies if the Tuition Certificate is subsequently used to pay for Tuition at that Participating Institution. By looking at the Schedule, you will be able to tell how much you need to pay in order to purchase a year of Tuition at each Participating Institution. Once set for a Program Year the Tuition Rates are locked in and cannot be changed for Tuition Certificates purchased during that Program Year.

Tuition Rate

The Tuition Rate that is set by each Participating Institution for a Program Year is the amount it charges current full-time students who enroll during that Program Year for Tuition. This amount may vary somewhat from what these students are actually billed if the Participating Institution charges them for expenses that are not eligible for prepayment under the Plan, or offers discounts or inducements on an individual basis.

Schedule of Participating Institutions and Tuition Rates

The Schedule for the current Program Year accompanies this Disclosure Statement. The Schedule will be updated in July of each Program Year. Schedules of Participating Institutions and Tuition Rates for all

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have a Schedule sent to you by calling us at 1 (888) 718-7878.

Educational Expenses Covered by the Plan

Tuition Certificates may be used to pay only for the cost of Tuition (which includes Mandatory Fees) for undergraduate studies at a Participating Institution. Mandatory Fees are determined independently by each Participating Institution, but are limited to specified fees generally required to be paid annually by all full-time students as a condition of enrollment at the Participating Institution. Tuition Certificates cannot be used to pay any optional or supplemental fees incurred by a Beneficiary. In addition, Tuition Certificates cannot be used to pay the costs of books, supplies, room or board, even if such costs are required for enrollment at the Participating Institution.

No Effect on Admissions

The fact that a prospective student is a Beneficiary of Tuition Certificates will have no effect on admission to a Participating Institution. Participating Institutions will not discriminate in their admissions process against or in favor of any prospective student because of his or her status as a Beneficiary of a Tuition Certificate.

PARTICIPATING IN THE PLAN

Eligible Purchasers

Individuals who are at least 18 years of age are eligible to purchase Tuition Certificates. In addition, a trust, estate, partnership, association, company, corporation or other entity may purchase Tuition Certificates.

The Plan is awaiting regulatory guidance from certain states regarding the Plan’s status under those

states’ securities laws. Please check the Plan website at www.privatecollege529.com or call 1 (888)

718-7878 for current state availability.

How to Participate in the Plan

You may participate in the Plan at any time. To participate in the Plan, you must complete an Enrollment Form and submit it to the Program Manager along with your purchase at the address shown on the Enrollment Form. By submitting a signed Enrollment Form, you agree to the terms and conditions of the Plan as set forth in the Enrollment Form and the Enrollment Agreement as each may be amended or supplemented from time to time. (An Enrollment Form, Disclosure Statement and the Enrollment Agreement are all included in the Enrollment Kit) You must submit a separate Enrollment Form and enter into a separate Enrollment Agreement for each Beneficiary for whom you would like to purchase

Tuition Certificates. You can also enroll online at our website www.privatecollege529.com by clicking

“Enroll Now” and following the steps as indicated.

Your Enrollment Agreement and accepted Enrollment Form constitute the terms and conditions of your agreement with TPC with respect to Tuition Certificates purchased under the Plan for a particular Beneficiary. You should retain for your records a copy of this Disclosure Statement and a copy of your completed Enrollment Form, as it forms a part of the Enrollment Agreement.

Your Program Account

Upon purchasing a Tuition Certificate for a Beneficiary, the Program Manager will establish an Account for you on behalf of that Beneficiary. You will have a separate Account for each Beneficiary for whom you buy Tuition Certificates. All purchases that you make during a single Program Year with respect to

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a particular Beneficiary are recorded as a single Tuition Certificate and are credited to the Account for that Beneficiary. Solely for purposes of counting certain required holding periods, the Issue Date of a Tuition Certificate is the first date during the Program Year that a purchase is made. If you make purchases in more than one Program Year with respect to a particular Beneficiary, you will be treated as having purchased multiple Tuition Certificates with respect to that Beneficiary. Physical Tuition

Certificates will not be issued. Your rights and entitlements with respect to a Tuition Certificate will be based on the Tuition Rates in effect at the Participating Institutions for the Program Year in which the Tuition Certificate is purchased.

Making Purchases in the Plan

General

You may make purchases at any time during the Program Year. Purchases will be credited to your Account as of the date received by the Program Manager or its agent, provided that your documentation is complete and in good order. These purchases will lock in the Tuition Rates in effect for that Program Year.

You may make purchases by check (personal check, cashier’s check, teller or bank check), automatic purchase plan or one-time electronic funds transfer. Other forms of purchase including traveler’s checks and money orders will not be accepted. Checks should be made payable to “Private College 529 Plan.” Purchases by check must be drawn on a banking institution located in the United States in U.S. dollars. The current minimum amount that you may pay for Tuition Certificates for any single Beneficiary is $500, which may be paid in installments of as little as $25 a month over a two-year period. If you have paid less than $500 within 2 years of opening your account, the purchases will be returned to you without interest, the Tuition Certificates you have purchased for that Beneficiary will be canceled, and you will have no further rights or obligations under the Enrollment Agreement or with respect to that Account or the Tuition Certificates for that Beneficiary under the Plan.

Rollovers

You also may make Tuition Certificate purchases by transferring amounts directly from another qualified Section 529 tuition program (a direct rollover) or using amounts distributed to you by another qualified Section 529 tuition program (an indirect rollover). Note that if you are making an indirect rollover, using amounts that you have received in a distribution from another qualified Section 529 tuition program (rather than arranging a direct transfer); you must transfer these amounts to the Plan within 60 days after you receive them to avoid U.S. federal taxation of the distribution. In general, a rollover purchase from an account in another qualified Section 529 tuition program will not be subject to federal income tax or the 10%

additional tax, if such purchase is for a Beneficiary who is a Family Member of the Beneficiary of the account in the other qualified Section 529 tuition program, or if such purchase is for the same Beneficiary but no other rollover has occurred with respect to that Beneficiary within the prior 12 months. You should be aware that not all other qualified Section 529 tuition programs permit direct rollovers, and there may be state income tax consequences (and in some cases penalties) from a rollover out of another qualified Section 529 tuition program.

A contribution also may be made to a Account within the Plan from another Account within the Plan for a different Beneficiary, without imposition of federal income tax or the 10% additional tax, if (i) such

contribution is made by a direct transfer (without funds being distributed out of the Plan) or within 60 days after distribution from the originating Account and (ii) the Beneficiary of the receiving Account and Tuition Certificate is a Family Member of the Beneficiary of the originating Account. (If the Beneficiary of the new Account and Tuition Certificate is the same as the Beneficiary of the Account from which a distribution is made out of the Plan, this would be treated not as a tax-free rollover but as a regular refund, potentially subject to federal income tax and the 10% additional tax, followed by a new, separate purchase, even if the new contribution is made within 60 days after distribution.) Where a direct transfer request is from an