Program Fees & Expenses

What Is the Cost to Participate in Bright Directions?

A setup fee of $10 will be deducted from the initial Contribution to your Account, or may be paid by a separate check. A quarterly account fee of $3 will be deducted from your Account each quarter. The account fee is charged for each calendar quarter approximately 15 days after the end of such quarter.

In addition, a program management fee is accrued by each Portfolio on a daily basis. This fee is not reflected as a direct charge against your Account on your account statements, but rather is reflected as an expense in the daily NAV calculation for each Portfolio, as discussed in “How is the Value of my Account Calculated” above. The program management fee is at an annual rate of 0.45% of the average daily net assets of each Portfolio.

Each Portfolio will also indirectly bear its pro rata share of the fees and expenses of the underlying mutual funds. Although these expenses and fees are not charged to Program Accounts, they will reduce the investment returns realized by each Portfolio.

Accounts are offered through the Distributor and brokers or other financial advisors to provide Participants the opportunity to establish Accounts with the assistance of a financial professional. When you open an Account with the involvement of a broker or financial advisor you must choose from among Fee Structure A, C, E, or F. Fee Structure E is available only to Account Owners investing in the Program through an employer-sponsored option and Fee Structure F is available only for Account Owners investing in the Program through fee-only financial advisors. The sales charges paid to the Distributor and additional fees associated with each Fee Structure and the Program are described below.

Sales Charges	Account Sales Charge (paid directly from each contribution	Account Services Fee (deducted from Portfolio assets)¹
Fee Structure A²	3.50%	0.25%
Fee Structure C	None	0.50%
Fee Structure E	None	0.25%
Fee Structure F	None	None

Additional Fees
Setup Fee	$10
Cancellation Fee	None
Change in Beneficiary	None
Change in Investment Portfolio	None

¹ Effective May 1, 2009, no Annual Account Servicing Fee will be charged for the BlackRock Cash Funds 529 Portfolio.

² Contributions made to the BlackRock Cash Funds 529 Portfolio, the PIMCO Short-Term 529 Portfolio, or the PIMCO Low Duration 529 Portfolio under Fee Structure A are not subject to an initial sales charge. However, if you transfer funds contributed under Fee Structure A from the BlackRock Cash Funds 529 Portfolio, the PIMCO Short-Term 529 Portfolio, or the PIMCO Low Duration 529 Portfolio to another Portfolio in the Program, you will be assessed the sales charges applicable to such new Portfolio under Fee Structure A.

Fees set forth under Fee Structure A, C, E, or F are in addition to all other fees charged against the Account. You may choose to make Contributions under more than one Fee Structure by establishing separate Accounts. The annual servicing fees applicable to each Account under each of the Fee Structures are accrued daily and reflected in the NAV of each Portfolio. In consultation with your broker or financial advisor, you should consider carefully your investment goals and objectives when considering which Fee Structure to choose for your Account, including your Account Beneficiary’s age and how often and for how long you intend to contribute to your Account.

Initial Sales Charge Waivers: The initial sales charge will not apply to Contributions made under Fee Structure A under the following situations:

Purchases for employees or associated persons, and members of their immediate families (ie: spouse, children, mother, father), of selling institutions that have entered into a selling agent agreement to sell interests in the Program;
If you previously paid a front-end sales charge, Contributions that constitute a Qualified Rollover Distribution from another 529 qualified tuition program or a Coverdell Education Savings Account may be made to Accounts under Fee Structure A without the imposition of an initial sales charge; (The initial sales charge waiver is only available through certain broker-dealers. Check with your financial advisor to see if you are eligible before initiating a rollover.)
“Bright Directions 529 College Savings Visa® Card Rewards” Contributions generated from the Bright Directions College Savings Visa® Card.

All other fees applicable to Fee Structure A shares will apply.

To receive an initial sales charge waiver under Fee Structure A, you or your financial advisor must notify the Program Manager at the time you make a Contribution that you qualify for such a waiver.

The Program Manager’s ability to recommend investment of Portfolio assets is limited by the Services Agreement and is subject to review by the Treasurer. The Program Manager may receive and retain from the underlying mutual funds an amount up to 0.25% of Program assets invested in such underlying mutual funds for certain administration or other shareholder services associated with maintaining an investment in such underlying mutual funds. The amount of such payments may affect the Program Management Fee, provided that under the Services Agreement the Program Management Fee may not exceed 0.55% of the aggregate assets in the Program.

Whether there are any additional transaction, service, administrative, or other fees charged directly by a broker or financial advisor with respect to an Account is a matter between the Account Owner and the financial professional and is not a feature of the Program.

Investment Products: Not FDIC Insured. No Bank Guarantee. May Lose Value.

The Bright Directions® College Savings Program is part of the Illinois College Savings Pool and is designed to qualify as a qualified tuition program under the provisions of Section 529 of the Internal Revenue Code. The Bright Directions® College Savings Program is sponsored by the State of Illinois and administered by the Illinois State Treasurer, as Trustee. Union Bank & Trust Company serves as Program Manager, and Northern Trust Securities, Inc., acts as Distributor.

Securities, products, and services are offered by Northern Trust Securities, Inc., member FINRA.

You should be aware that other states may sponsor their own qualified tuition plans and may offer a state tax deduction or other benefits that are limited to residents who invest in that plan. You should consult with a tax advisor about state and local taxes.

Withdrawals used to pay for qualified higher education expenses are income tax-free (Federal and State of Illinois). Qualified higher education expenses include tuition, fees, books, supplies, and equipment required for enrollment at a qualified institution of higher education. Room and board is considered a qualified higher education expense if the student is enrolled on at least a half-time basis. Computers, computer equipment and Internet access and related services that the Beneficiary or the Beneficiary's family use during the time the Beneficiary is enrolled are also considered qualified higher education expenses if paid or incurred in 2009 or 2010.

Every individual’s tax situation is different, and it is important to consult a qualified tax advisor regarding the application of the Program’s benefits to your own individual situation.

There is no guarantee that any investment portfolio will achieve its investment goals. The value of an account will go up or down based on the performance of the Portfolio in which the account is invested. When funds are withdrawn, they may have more or less than the total contributions made to the account. Past investment performance is no guarantee of future results.

Investments in the Bright Directions® College Savings Program are not guaranteed or insured by the State of Illinois, the Illinois State Treasurer, Union Bank & Trust Company, Northern Trust Securities, Inc., the Federal Deposit Insurance Corporation, or any other entity. An investor should consider the investment objectives, risks, and charges and expenses associated with municipal fund securities and the underlying investment companies before investing. Please contact your investment professional or call 866–722–7283 to obtain a Program Disclosure Statement (issuer’s official statement) or prospectus for any of the underlying funds. Please read the Program Disclosure Statement carefully prior to investing.