PLAN AND DECLARATION OF TRUST OF PRINCIPAL LIFETIME HYBRID COLLECTIVE INVESTMENT FUNDS

Transcription

1 Conformed Copy through Amendment 9 (March 10, 2017) PLAN AND DECLARATION OF TRUST OF PRINCIPAL LIFETIME HYBRID COLLECTIVE INVESTMENT FUNDS Principal Global Investors Trust Company ( PGI Trust Company ), as successor trustee to Delaware Charter Guarantee & Trust Company, conducting business as Principal Trust Company ( Principal Trust Company ), does hereby maintain a collective investment trust, to be known as the "Principal LifeTime Hybrid Collective Investment Funds," first established as of March 1, 2008, as provided in this Plan and Declaration of Trust: ARTICLE I. ESTABLISHMENT OF FUNDS; DEFINITIONS SECTION 1.1 ESTABLISHMENT AND PURPOSE. The purpose of this Plan and Declaration of Trust is to establish and create individual collective investment funds to be maintained by the Trustee exclusively for the collective investment and reinvestment of moneys contributed on behalf of eligible employees' pension, profit-sharing and other employee benefit trusts, as specified by Section 2.1. It is intended that the Trust and each Fund shall qualify as a group trust under U.S. Internal Revenue Service Revenue Ruling (as amended and supplemented from time to time, and any successor ruling, regulation, or similar pronouncement), and this Trust shall be construed, and the Trust and each Fund shall be administered, to give effect to that intention. SECTION 1.2 DEFINITIONS. As used herein, unless the context otherwise requires or specifically provides, these terms shall have the following meanings: "Affiliate" means any entity controlled by, controlling or under common control with another entity. "Authorizing Fiduciary" means a trustee, administrator or other named fiduciary authorized to bind an Eligible Trust in accordance with its governing documents. Business Day means each day PGI Trust Company is open for business. "Code" means the Internal Revenue Code of 1986, as amended. "Eligible Trust" means an employees' pension, profit-sharing or other trust eligible to participate in the Funds, as further defined by Section 2.1. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Fund" means any or all of the individual funds provided for under Section 1.3, as the context indicates. "Liquidating Account" means an account established under Section

2 Conformed Copy through Amendment 9 (March 10, 2017) "Net Asset Value" (NAV), in the case of a mutual fund investment, means the price per mutual fund share represented as a dollar amount. "Participating Trust" means any Eligible Trust, moneys of which are invested in any one or more of the Funds. "Supplement" means a schedule attached hereto for purposes of establishing a individual Fund under this Trust, as further described by Section 1.3. Transaction Cutoff Time means the time (based on Eastern standard or daylight time, as applicable) indicated in the applicable Supplement by which requests for additions to or withdrawals from a Fund must be received in order to be effective for the Valuation Date of receipt as provided in Section 4.1(c). "Trust" means this plan and declaration of trust, and any amendments hereto. "Trustee" means PGI Trust Company, or its successor, in its capacity as trustee of the Funds. "Unit(s)" means a proportionate undivided interest in a Fund or of any class of a Fund, as described by Section 4.1. "Valuation Date" is defined by Section 4.2. SECTION 1.3 INDIVIDUAL FUNDS; INVESTMENT POLICY. The assets held under this Trust shall be subdivided at the discretion of the Trustee into one or more separate bookkeeping accounts for investment purposes (each a "Fund"). Each Fund shall be separately held, managed, administered, valued, invested, reinvested, distributed, accounted for, and otherwise dealt with as if it were a separate and distinct collective investment trust, and to the fullest extent of the law, the assets of any Fund shall not be liable for the liability of any other Fund. The Trustee at its discretion may direct that any Fund shall provide for one or more classes of units whose rights and obligations, including the obligation to pay management or other fees with respect to the Fund, may differ. Each Fund shall be governed by a Supplement attached to this Trust setting forth the name, investment objective, special valuation procedures (if any), classes of units, and any other special provisions relating to such Fund. The Trustee may at any time and from time to time establish additional Funds by amendment of this Trust attaching an additional Supplement hereto. None of the Funds shall be bound by any other investment policy or investment guidelines applicable to individual Participating Trusts. If in contravention of any law or regulation, no investment of the Funds shall be made in any security issued by any sponsor of any Participating Trust or in any security issued by the Trustee or Affiliate. SECTION 1.4 EFFECT OF THE TRUST. With respect to any moneys invested in the Funds by any Participating Trust, the Authorizing Fiduciary of the Participating Trust and all other persons interested therein shall be bound by the provisions of this Trust as the same may be amended from time to time pursuant to its terms. SECTION 1.5 COMPLIANCE WITH STATUTES AND REGULATIONS. The 2

3 Conformed Copy through Amendment 9 (March 10, 2017) Trust shall at all times be maintained as a domestic trust in the United States. Notwithstanding any other provision of the Trust, the Funds shall be administered in conformity with all applicable laws. If any of the provisions of this Trust are in any way contrary to or inconsistent with any such laws, rules or regulations prevailing from time to time, the Trustee shall comply with the requirements of such laws, rules or regulations on their effective dates, rather than with the provisions of this Trust. The Trustee shall incur no liability for following such laws, rules or regulations. ARTICLE II. PARTICIPATION SECTION 2.1 ELIGIBLE TRUSTS. Eligible Trust means any one of the following: (a) a retirement, pension, profit sharing, stock bonus or other employee benefit trust or fund forming a part of a plan or plans qualified under Section 401(a) of the Code and exempt under Section 501(a) of the Code (including without limitation any such trust or fund under a plan maintained by PGI Trust Company or any Affiliate for its own employees or employees of one or more Affiliates), provided such trust or fund is not otherwise excluded as an Eligible Trust pursuant to subsections (b) or (c), below; (b) a retirement, pension, profit sharing, stock bonus or other employee benefit trust or fund forming a part of a plan qualified under Section 401(a) of the Code and exempt under Section 501(a) of the Code, which covers employees, some of whom are employees within the meaning of Section 401(c) of the Code, provided that the employee benefit plan of which such trust or fund is a part qualifies to participate in the Trust under Securities and Exchange Commission Rule 180 (under the Securities Act of 1933) or another applicable rule or exemption; (c) an employee benefit trust established with respect to any governmental plan as defined by Section 414(d) of the Code, other than a plan funded by an annuity contract described in Section 403(b) of the Code, which has been established by an employer for the exclusive benefit of employees or their beneficiaries if under the plan it is impossible prior to the satisfaction of liabilities with respect to such employees and their beneficiaries for any part of the corpus or income to be used for or diverted to purposes other than the exclusive benefit of such employees or their beneficiaries; (d) a collective trust fund established, operated and maintained by a bank or trust company, which limits admission thereto as set forth in this Article II, but only if such trust is exempt from income taxation under Section 501(a) of the Code; (e) a separate account of an insurance company licensed to do business in one or more states, which limits admission thereto as set forth in this Article II; and (f) any other plan or trust permitted by applicable law to invest in the Funds, as determined by the Trustee in its sole discretion; provided that, to the extent of the participation in the Funds by any of the above trusts or funds and to the extent required by law, the governing documents of such trust or fund, and each plan or trust investing therein in the case of a collective trust fund or insurance company separate account, shall 3

4 Conformed Copy through Amendment 9 (March 10, 2017) authorize either the investment of moneys thereof in the Trust or the investment of moneys thereof in a collective investment fund maintained by the Trustee and also provide that the governing documents under which this Trust or any such collective investment funds are maintained shall be adopted by and constitute a part of the plan pursuant to which such trust is administered. SECTION 2.2 PARTICIPATING TRUSTS. Investment in the Trust shall be made only by an Eligible Trust if accepted as a Participating Trust by the Trustee in its sole discretion, as evidenced by a participation agreement in such form as may be determined by the Trustee from time to time. SECTION 2.3 SEPARATION IF PARTICIPATING TRUST IS DISQUALIFIED. If at any time it should be determined by the Trustee in its sole discretion that any Participating Trust no longer qualifies to invest in the Funds, the Trustee shall as soon as practicable withdraw the participation of such Participating Trust from the Funds. Any resulting cost to the Funds shall be borne solely by such Participating Trust. The Authorizing Fiduciary of a Participating Trust shall immediately notify the Trustee in writing if such Participating Trust ceases to be an Eligible Trust; such notice shall not be treated as received by the Trustee until actually received. SECTION 2.4 EXCLUSIVE BENEFIT. The Funds are created for the exclusive benefit of the participants and beneficiaries of the Participating Trusts. No part of the corpus or income of a Fund which equitably belongs to, or is distributed to, any Participating Trust may be used for or diverted to any purposes other than for the exclusive benefit of the participants or their beneficiaries entitled to benefits under such Participating Trust. SECTION 2.5 PROHIBITION AGAINST ASSIGNMENT. A Participating Trust may not assign any part of its equity or interest in the Funds. ARTICLE III. POWERS OF TRUSTEE SECTION 3.1 INVESTMENT POWERS OF THE TRUSTEE. The Trustee shall have the exclusive management and control of the Funds, including the power to: (a) invest and reinvest in any property, real or personal, tangible or intangible, or part interest therein, wherever situated throughout the world, without regard to the proportion such property or property of a similar character held in the Funds may bear to the entire amount so held, including, but not limited to, domestic or foreign, capital, common and preferred stocks, warrants, convertible securities, personal, corporate, partnership, trust and governmental obligations, exchangetraded funds, derivative instruments and transactions of any kind, trust and participation certificates, oil, mineral or gas properties, royalty interests or rights, including equipment pertaining thereto, leaseholds, mortgages and other interests in realty, notes and other evidences of indebtedness or ownership, secured or unsecured, contracts and chooses in action and the capital or common stock of any entity organized or otherwise acquired pursuant to subsection (j) of Section 3.2. hereof; (b) sell, exchange, lend, convey, transfer or dispose of options with respect to, any property, whether real or personal, domestic or foreign, at any time held by it, and any sale may be 4

5 Conformed Copy through Amendment 9 (March 10, 2017) made by private contract or by public auction, and for cash or upon credit, or partly for cash and partly upon credit, as the Trustee may deem advisable; (c) grant, purchase, sell, exercise, permit to expire, and otherwise to acquire, dispose of, hold and generally deal in any manner with and in all forms of options whether foreign or domestic; purchase, sell, hold and generally deal in and with all futures contracts (and any options on such contracts), whether foreign or domestic, and including without limitation futures and forward contracts with respect to financial instruments, currencies and any group or index of securities (or any interest therein based upon the value thereof), and enter into swap and other derivative transactions of any kind, whether foreign or domestic, including without limitation interest rate, currency and equity swaps and caps and floors; and in connection with any of the foregoing, to deposit any property as collateral with any broker, dealer, agent or other financial institution, to grant security interests in such collateral and to execute or cause to be executed any and all required documents (including without limitation customer account agreements), all on such terms and conditions as the Trustee shall determine; (d) invest in deposits of banks or other financial institutions, including any Affiliate, that bear a reasonable rate of interest; (e) invest and reinvest all or any part of the Funds through the medium of any common, collective or commingled trust fund, including any collective investment fund, established, operated and maintained by PGI Trust Company or any of its Affiliates (including any other individual Fund), as the same may have heretofore been or may hereafter be established or amended, which is exempt under the provisions of Section 501(a) of the Code, and during such period of time as an investment through any such medium shall exist the declaration of trust of such fund shall constitute a part of this Trust; (f) invest and reinvest all or any part of the Funds through any insurance company separate account, including a separate account maintained by Principal Life Insurance Company or any of its Affiliates; (g) invest and reinvest all or any part of the Funds through any open-end company investment company (mutual fund), including those managed by an Affiliate of PGI Trust Company; and (h) to invest and reinvest without making distinction between principal and income except to the extent deemed appropriate by the Trustee to enable the Trustee to maintain proper records and value the Funds (and classes of each Fund) on any Valuation Date. The Trustee shall not be limited or restricted in the making of investments to those of the character authorized by the laws of any State or foreign country or by any rule of court or other authority for trust investments. In investing and reinvesting the assets of the Funds, the Trustee may do so irrespective of the size of the investment, the size, location, or nature of the enterprise involved, the ready marketability of the investment, or the fact that the investment may be in foreign securities and enterprises controlled by the laws of foreign countries whose laws may not be similar to those of the United States of America and whose laws may impose foreign taxation on income or assets of the Funds, and the Trustee in so investing and reinvesting shall not be liable for any loss to, depreciation 5

6 Conformed Copy through Amendment 9 (March 10, 2017) in the value of, or foreign taxation of, the Funds. SECTION 3.2 ADDITIONAL POWERS OF TRUSTEE. In addition to the powers otherwise herein granted to the Trustee, the Trustee is authorized and empowered in its discretion, but not by way of limitation: (a) to retain any property, real or personal, tangible or intangible, received as a result of the exercise of any of the powers herein granted, whether or not investment in such property is authorized by Section 3.1; (b) to retain, manage, operate, repair, develop, preserve, improve, mortgage or lease for any period any property or any oil, mineral or gas properties, interests or rights held by the Trustee or held by any entity organized by it or in which it has an interest pursuant to subsection (j) of this Section 3.2, upon such terms and conditions as the Trustee deems proper, either alone or by joining with others; using other trust assets for any such purposes if the Trustee deems it advisable; to modify, extend, renew or otherwise adjust any or all of the provisions of any such mortgage or lease, including the waiver of rentals, if the Trustee deems it advisable; and to make provision for the amortization of the investment in or depreciation of the value of such property if the Trustee deems it advisable; from time to time to advance such sums of money as may be required for the maintenance of any real property or interest therein; to vacate and abandon any real property; to develop, alter, improve or repair any real property and to adjust boundaries thereon; to demolish or erect buildings on any real property and to grant easements thereon; to partition and to pay any sums necessary for equality of partition in connection with any real property and to perfect the title thereof; (c) to compromise, compound and settle any debt or obligation due to or from it as Trustee hereunder and to reduce the rate of interest on, to extend or otherwise modify, or to foreclose upon default or otherwise enforce any such obligation; (d) to vote in person or by proxy on any stocks, bonds or other securities held by it; to exercise any options appurtenant to any stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities, or to exercise any rights, warrants or similar instruments to subscribe for additional stocks, bonds or other securities and to make any and all necessary payments therefor; to join in, or to dissent from, and to oppose, the reorganization, recapitalization, consolidation, liquidation, sale or merger of corporations or properties in which it may be interested as Trustee, upon such terms and conditions as it may deem advisable; and to appoint one or more individuals or corporations as voting trustees under voting trust agreements and to delegate to such voting trustees discretion to vote; (e) to make, execute, acknowledge and deliver any and all deeds, leases, mortgages, assignments, documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (f) to borrow or raise moneys at any time and from time to time for the purposes of the Funds to the extent that the Trustee shall deem desirable and upon such terms and conditions as the Trustee in its absolute discretion may deem desirable or proper, and for any sum so borrowed to issue its promissory note as Trustee and to secure the repayment thereof by pledging all or any part of the assets of the Funds; and no person loaning money to the Trustee shall be bound to see to the 6

7 Conformed Copy through Amendment 9 (March 10, 2017) application of the money loaned or to inquire into the validity, expediency or propriety of any such borrowing; (g) to cause or authorize any investments from time to time held by it to be registered in, or transferred into its name as Trustee, or the name of its nominee, or in the name of any other nominee, or to retain them unregistered or in form permitting transferability by delivery; and to deposit any such investments in or with any depositary, sub-custodian, clearing corporation, or any central system for handling of investments, or any nominee thereof; but the books and records of the Trustee shall at all times show that all such investments are part of the Funds; (h) to loan any securities at any time held by it to brokers, dealers or other financial institutions upon such security as the Trustee determines, and during the term of any such loan to permit the loaned securities to be transferred into the name of and voted by the borrower or others; (i) to exercise all conversion, subscription, voting and other rights of whatsoever nature pertaining to any such property and to grant proxies, discretionary or otherwise, with respect thereto; (j) to form a corporation or corporations or any other entity under the laws of any jurisdiction, to participate in the forming of any such corporation or corporations or entity or acquire an interest in or otherwise make use of any corporation or corporations or entity already formed, for the purpose of investing in and holding title to any property which the Trustee is authorized to acquire under Section 3.1, and with the power to exercise with respect thereto any or all of the powers, functions and duties set forth in this Section 3.2; (k) to participate in and consent to any plan of reorganization, consolidation, merger, combination, dissolution, recapitalization, liquidation or similar plan and any action thereunder, or the deposit of any property with any protective, reorganization or similar committee, the delegation of discretionary powers thereto, the sharing in the payment of its expenses and compensation and the payment of any assessments levied with respect to such property; to receive and retain property under any such plan whether or not the same is of the class in which fiduciaries are authorized by law or any rule of court to invest funds; (l) in the acquisition, disposition and management of investments for the Funds, to acquire and hold any securities or other property even though PGI Trust Company (or any of its Affiliates), in its individual or any other capacity, shall have invested or may thereafter invest its own or other funds in the same securities or related property or related securities or other property the interest, principal or other avails of which may be payable at different rates or different times or may have a different rank or priority; and to acquire and hold any securities or other property even though in connection therewith PGI Trust Company (or any of its Affiliates), in its individual or any other capacity, may receive compensation reasonably and customarily due in the course of its regular activities; (m) to abandon, settle, compromise, extend, renew, modify, release, adjust or submit to arbitration in whole or in part and without the order or decree of any court any and all claims and suits whether such action shall increase or decrease the assets held hereunder; (n) in the event of any default in respect of any investment held hereunder, to exercise 7

8 Conformed Copy through Amendment 9 (March 10, 2017) such powers in the collection or realization of such investment as the Trustee shall determine including without limitation the following specification: in the event of foreclosure or any proceedings for the collection or realization of any mortgage or mortgages held hereunder to exchange any such mortgage or mortgages for any other property; to purchase such property at any foreclosure or other sale or to acquire such property by deed without foreclosure; to retain property bought in foreclosure or taken over without foreclosure for such period of time as may be deemed proper; to delegate to any person or corporation any or all powers of the Trustee, discretionary or otherwise, in respect of the collection or realization of any investment held hereunder; (o) to employ such counsel, accountants, custodians, sub-custodians, depositaries, brokers, appraisers, pricing services, third-party recordkeepers, and other agents (any of which may be an Affiliate) as it shall deem advisable, and to pay their reasonable expenses and compensation from the assets of the Funds in accordance with Section 7.2; (p) for the purpose of investing in and holding title to real or personal property or part interests therein, wherever situated, to appoint one or more individuals or corporations as a co-trustee or sub-trustee or to join with one or more individuals or corporations, including itself, acting as trustees of other pension trusts, profit sharing trusts or employee benefit trusts in the establishment of one or more sub-trusts; such co-trustees or sub-trustees upon being appointed may be authorized to act with one or more than one or all of the powers, authorities, discretions, duties and functions of the Trustee under this Article III, including without limitation by the reference thereto power to receive and hold property, real or personal, or part interest therein, oil, mineral or gas properties, royalty interests or rights, including equipment pertaining thereto, leaseholds, mortgages and other interests in realty, situated in any State in which the co-trustee or sub-trustee is authorized to act as trustee of pension trusts, profit sharing trusts or other employee benefit trusts; and to pay the reasonable expenses and compensation of such co-trustee and sub-trustee; (q) to establish such rules and procedures for the administration of the Funds as the Trustee in its sole discretion determines appropriate from time to time, such as without limitation rules with respect to the timing of requests for admissions and withdrawals from a Fund and frequent trading by Participating Trusts; (r) to advertise or publicize the Funds in such manner as may be consistent with applicable laws; and (s) to do all other acts whether or not expressly authorized which it may deem necessary or proper for the protection of the property held hereunder or otherwise for the benefit of the Funds or any individual Fund. SECTION 3.3 INVESTMENT ADVISERS. In connection with its investment management responsibilities hereunder, the Trustee may employ or appoint upon such terms as the Trustee may determine in its sole discretion one or more investment advisers registered under the Investment Advisers Act of 1940 or exempt from such registration, to provide investment advice with respect to any one or more Funds. Any such adviser may but need not be an Affiliate of the Trustee. The Trustee shall establish specific written guidelines, policies and procedures to be followed by any such adviser. The Trustee may execute any contract or documents as the Trustee may deem to be necessary or useful, appoint such adviser as a co- 8

9 Conformed Copy through Amendment 9 (March 10, 2017) fiduciary hereunder, and pay such adviser reasonable compensation, provided that (a) any such contract shall be terminable by the Trustee at will; (b) the custody, control and management of all assets of the Funds shall remain with the Trustee, and (c) the employment of an adviser shall not result in additional expenses charged to any Fund or any Participating Trust, except as specifically provided by the Supplement governing such Fund. SECTION 3.4 CUSTODY AND LOCATION OF INVESTMENTS. Any assets of the Funds representing foreign investments may be kept by Principal Trust Company in its foreign offices if in the custody of other persons, custodians and agents throughout the world, in a manner consistent with Section 404(b) of ERISA and the regulations thereunder. SECTION 3.5 OWNERSHIP OF ASSETS. No Participating Trust shall be deemed to have individual ownership of any asset in the Funds, but each shall have a proportionate undivided interest in the Funds and shall share ratably with the others in the income, profits or losses thereof. All the assets of the Funds shall at all times be considered as assets held by the Trustee as fiduciary and title thereto shall be vested solely in the Trustee. SECTION 3.6 RIGHT TO RETAIN CASH UNINVESTED. The Trustee in its sole discretion may keep such portion of the Funds in cash and unproductive of income as it from time to time considers advisable. SECTION 3.7 THIRD PERSONS NOT OBLIGED TO SEE TO APPLICATION OF PAYMENTS. No person dealing with the Trustee shall be under any obligation to make any inquiry concerning the authority of the Trustee hereunder or see to the application of any payments made to the Trustee. ARTICLE IV. UNITS; VALUATION SECTION 4.1 DIVISION INTO UNITS. The Trustee will calculate the value of an individual Fund for each Valuation Date by multiplying the number of units held by each Participating Trust by the applicable dollar value for one unit ("Unit Value"). Where the Trustee has designated that a Fund shall issue more than one class of units, Unit Value shall be determined separately for each such class. (a) Contributions by a Participating Trust to a Fund increase the number of Fund units credited to the Participating Trust. Transfers and payments from a Fund by a Participating Trust reduce the number of units. The increase or decrease in the number of units is calculated by dividing the dollar amount of the contribution, transfer, or payment by the applicable Unit Value. (b) The Trustee will calculate the Unit Value applicable to each Fund investment on each Valuation Date. The Unit Value will be based upon the total value of the individual Fund and the number of existing units. (c) When crediting contributions and transfers added to an individual Fund, the Trustee will use the Unit Value applicable to the individual Fund for the Valuation Date on which the Trustee accepts the contribution or transfer. Any contribution or transfer received 9

10 Conformed Copy through Amendment 9 (March 10, 2017) after the Transaction Cutoff Time on a Valuation Date shall be effective for the next following Valuation Date. SECTION 4.2 VALUATION DATE. "Valuation Date" means the date the Trustee determines the value of an individual Fund. Valuation Dates will occur on dates determined by the Trustee, but at least on the last Business Day of a calendar month. Valuation will occur at the end of each such day, according to the Trustee s then-current procedures. SECTION 4.3 METHOD OF VALUING FUND ASSETS. The value of the Fund's assets is the market value of such assets (including earned income or dividends accrued but not received, if any) less Operating Expenses, accrued but not deducted, if any. (a) Subject to the following provisions of this Section, the Trustee shall value Fund assets at market value as of the close of business on the relevant Valuation Date or, in the absence of readily ascertainable market values, at fair value as determined by the Trustee in good faith, based on sources independent of the Trustee, in accordance with procedures consistently followed and uniformly applied. (i) registered investment companies or collective investment trusts are valued at the net asset value per share or unit on the applicable Valuation Date; (ii) portfolio securities (including ADR s and other depositary receipts) that are traded on a stock exchange shall be valued at the closing price on such exchange where market quotations for such securities are readily available; (iii) portfolio securities that are traded over the counter and for which market quotations are readily available shall be valued at the NASDAQ closing price, if applicable, or, if no such closing price is available, at the last reported bid price in such market; (iv) a security traded on more than one exchange is valued in accordance with paragraph (ii) above by reference to the principal exchange (as determined by the Trustee or its agent) on which the security is traded; (v) long-term bonds, mortgage-backed securities, asset-backed securities and U.S. Treasury notes shall be valued at prices obtained from a recognized pricing service provided by a major securities dealer, when such prices are available. In other cases, and when the Trustee considers it appropriate, such securities shall be valued at the representative quoted bid price (or, if not available, at such prices for comparable securities); (vi) bank deposits, guaranteed investment contracts issued by insurance companies, or other assets that provide for payments or withdrawals on a contractual basis without penalty, and which are non-negotiable or with respect to which there is no active trading market, shall be valued at fair value as determined by the Trustee, which value may be the cost or par value of the investment, plus accrued income, less withdrawals, if any, where the Trustee determines that such value approximates fair value; 10

11 Conformed Copy through Amendment 9 (March 10, 2017) (vii) portfolio securities and other Fund assets (as well as Fund liabilities), initially expressed in terms of foreign currencies, shall be translated into U.S. dollars at the market rates prevailing as of the close of business on the Valuation Date; (vii) any security purchased and awaiting payment shall be included for valuation purposes as a security held, and the principal amount due on the purchase, including broker s commissions or other expenses of the purchase, shall be reflected as an amount payable; (ix) any security sold but not delivered pending receipt of the proceeds shall be valued at the net sale price. However, the Trustee shall not be required to take into account commissions and other expenses of sale which would be incurred if an asset were sold in determining the value of assets not sold; (x) in determining the value of securities, the Trustee may make such adjustments as it deems necessary under the circumstances to take into account stock splits or cash or stock dividends as of the Valuation Date; (xi) income and expenses shall be recorded on an accrual basis. In determining the value of the assets of a Fund, the Trustee shall take into account any net income of the Fund accrued as of the applicable Valuation Date, any uninvested cash balance of the Fund, and the value of any other asset considered by the Trustee to be an asset of the Fund. (b) In any case where there is no readily ascertainable market value or where the Trustee determines the application of the foregoing rules to be inappropriate, the asset shall be valued on the basis of estimated values computed by the Trustee after taking into account factors the Trustee considers relevant, including, without limitation, cost, valuations furnished by an entity in which the Fund may hold an interest, the value of similar investments for which a market value is readily ascertainable, and values obtained from qualified appraisers or other sources who deal in or are familiar with the type of asset or investment involved. SECTION 4.4 OPERATING EXPENSES. "Operating Expenses" are those charges that the Trustee determines, in its sole discretion, must be paid in order to operate a Fund or obtain investments for a Fund. Operating Expenses include, but are not limited to, Trustee fees and expenses as set out in Article VII, and any fees, taxes and expenses associated with the operation of an individual Fund (or a specific Fund class). Operating Expenses will be deducted from the Fund's account associated with a particular charge on the next Valuation Date after the Operating Expenses have been paid or are immediately payable. In accordance with the Trustee's thencurrent procedures, various Funds may share in the payment of certain Operating Expenses and, in some cases, we may use certain fees paid to the Trustee or its Affiliates by third parties to offset Operating Expenses incurred by a Fund's account which would otherwise be payable from that Fund. ARTICLE V. 11

12 Conformed Copy through Amendment 9 (March 10, 2017) ADMISSIONS AND WITHDRAWALS SECTION 5.1 ADMISSIONS AND WITHDRAWALS. Moneys of a Participating Trust may be deposited in a Fund, and Units owned by a Participating Trust may be redeemed, only as of a Valuation Date and on the basis of the value of the Fund and of the Units into which it is divided, determined as of such Valuation Date. The admission or withdrawal shall be effected within a reasonable time, normally not to exceed three (3) Business Days but up to 30 days, following each such Valuation Date at the discretion of the Trustee. Cash proceeds from the sale of securities liquidated to fund a withdrawal shall not be paid until after the actual settlement date of such sale. The Trustee may set such requirements as it may determine in its sole discretion with respect to minimum contributions or withdrawals, or the frequency of permitted contributions or withdrawals; and the Trustee shall be free to waive any such requirements in its sole discretion with respect to any Participating Trust. Notwithstanding any other provision of this Trust to the contrary, and in any event subject to applicable law and regulations, the Trustee may, in its discretion, suspend the right to make additions to or withdrawals from any Fund and/or the valuation of the assets or Unit Values of any Fund in accordance with Article 4 for the whole or any part of any period when (i) any market or stock exchange on which a significant portion of the investments of the Fund are quoted is closed or during which dealings thereon are restricted or suspended or a closing of any such market or stock exchange or a suspension or restriction of dealings thereon are threatened; (ii) there exists any state of affairs which, in the reasonable opinion of the Trustee, constitutes an emergency as a result of which disposition of the assets of the Fund would not be reasonably practicable or would be seriously prejudicial to affected Participating Trusts; (iii) there has been a breakdown in the means of communication normally employed in determining the price or value of any of the investments of the Fund or of current prices on any market or stock exchange on which a significant portion of the investments of the Fund are quoted, or when for any reason the prices or values of any investments owned by the Fund cannot reasonably be promptly and accurately ascertained; (iv) the transfer of funds involved in the realization or acquisition of any investments cannot, in the reasonable opinion of the Trustee, be effected at normal rates of exchange; or (v) there has been a default or delay in any payment due to the Fund. SECTION 5.2 NOTICE OF INTENTION WITH RESPECT TO ADMISSIONS AND WITHDRAWALS. Except as otherwise provided herein, no Participating Trust shall be initially admitted to or permanently withdrawn from the Funds or an individual Fund unless an Authorizing Fiduciary's notice of intention of taking such action for such Participating Trust shall have been entered in the records of the Trustee and approved by the Trustee on or before the Valuation Date pursuant to reasonable procedures as determined from time to time by the Trustee and communicated to Authorizing Fiduciaries. No such request or notice may be canceled or countermanded after the Valuation Date. Notwithstanding the foregoing, if the assets of a Fund are invested in guaranteed investment contracts issued by insurance companies or other financial institutions or other assets which are not readily marketable, the Trustee may require that a request or notice of withdrawal be received by it up to one year before the relevant 12

13 Conformed Copy through Amendment 9 (March 10, 2017) Valuation Date. SECTION 5.3 MANNER OF MAKING ADMISSIONS AND WITHDRAWALS. Admissions to and withdrawals from the Funds may be made, at the Trustee's discretion, in whole or in part, either in cash or in assets at the current value of such assets. The Trustee shall determine the value of any asset transferred in kind in accordance with Article IV. If a withdrawal is made in kind, the Participating Trust shall reimburse the costs of transferring the property, as determined by the Trustee in its discretion. SECTION 5.4 SEGREGATION OF INVESTMENTS; LIQUIDATING ACCOUNTS. Before any admission to or withdrawal from any of the Funds, the Trustee shall determine whether any investment then held in the Fund has ceased to be eligible as an investment for the Fund. If the Trustee determines that any investment then held has ceased to be eligible as an investment of a Fund, the Trustee may, prior to permitting any further admission to or withdrawal from the Funds, either sell such investment or segregate and place the investment in a Liquidating Account to be maintained and administered solely for the benefit of, and the proceeds thereof shall be distributed ratably to, the Participating Trusts interested in the Fund holding such investment at the time such investment was set apart to a Liquidating Account. In addition, the Trustee may segregate and place in a Liquidating Account any other investment which the Trustee, in its sole and absolute discretion, deems advisable to liquidate to prevent any loss or prejudice to any Participating Trust because of a withdrawal from the Funds. The Trustee shall be entitled to compensation and reimbursement of expenses with respect to a Liquidating Account to the same extent that the Trustee would be so entitled if the assets of the Liquidating Account had remained a part of a Fund. Each Liquidating Account shall be audited in accordance with Section 6.2, except that the report of such audit need not show the valuation of any item in such Liquidating Account. After an asset of any Fund has been set apart to a Liquidating Account, it shall continue to be subject to and be governed by all the provisions of the Fund so far as the same may be applicable thereto. The Trustee shall have the powers and authority set forth in Article III as to any assets held in a Liquidating Account; provided that no further money shall be invested in any Liquidating Account, and (b) to the extent allowable by applicable law and solely to protect any investment held therein, the Trustee may borrow moneys from others, or advance its own moneys with interest at the prevailing rate on the security of the investments held in such Liquidating Account. ARTICLE VI. ACCOUNTS AND RECORDS SECTION 6.1 TRUSTEE RECORDS. The Trustee shall maintain full records and books of account reflecting the interest of each Participating Trust, including separate accounting for contributions to the Funds (including if applicable, to the specific class of a Fund) by each such Participating Trust, disbursements made from each such Participating Trust s account, and the investment experience of the Funds as allocable to that account. The Trustee s records and books of account shall set forth the Units of participation of each Participating Trust in each Fund (and if applicable, in each class of a Fund). The Trustee shall also keep records of all transactions of each of the Funds, which at all times shall show the proportionate interest of each Participating Trust in the Funds. Such records and books of account shall be kept in such form 13

14 Conformed Copy through Amendment 9 (March 10, 2017) as the Trustee may determine. SECTION 6.2 AUDITORS. At least once during each period of twelve months an audit shall be made of the Funds by competent auditors. Such auditors may be either independent public accountants or the Trustee's internal auditors to the extent permitted by law; provided, however, in either case they shall be appointed by and responsible only to the Board of Directors of the Trustee and shall deliver their report of audit to the Board of Directors. The auditors shall be required to make only such examination of the accounts and records as they deem reasonably necessary, subject to the requirements of applicable law and the directions of the Board of Directors of the Trustee. The auditors shall incur no liability for any act done or suffered by them in good faith and in the exercise of reasonable care. The Trustee may pay the reasonable compensation and expenses of any independent public accountant out of the Funds, or from a Liquidating Account for services with respect to such Liquidating Account. Notwithstanding the foregoing, the Trustee may not charge the Funds or a Liquidating Account with the expense of any audit made by its own auditors. SECTION 6.3 TRUSTEE REPORTS. The Trustee shall prepare and provide or make available a copy of a financial report for each Fund annually to each Authorizing Fiduciary of each Participating Trust with an interest in such Fund. The financial report shall be based on the audit of such Fund and shall disclose the fees and expenses of the Fund and such other information as may be required by applicable law. The Trustee shall include in its financial report or provide upon request all such information as may be necessary to enable the Authorizing Fiduciary or other fiduciary with respect to a Participating Trust to make such tax or information returns as may be required by applicable laws. If an Authorizing Fiduciary does not file with the Trustee an objection to one or more specific items in any report of the Trustee within 90 days from the date of such report, or within 90 days after the Trustee's adjustment of a previously delivered report, such report or adjusted report shall be deemed approved and the Trustee shall be relieved from all liability, responsibility and accountability with respect to all matters contained in such report. All accounting records, reports of valuation and audits under this Trust shall be open for inspection, during the Trustee's normal business hours, by any Authorizing Fiduciary or any person duly designated by an Authorizing Fiduciary for that purpose upon reasonable advance written notice to the Trustee. SECTION 6.4 FISCAL YEAR. The fiscal year of the Funds shall be the 12-month period (or such other period) as specified for a Fund on the applicable Supplement. SECTION 6.5 ACCOUNTINGS AND NECESSARY PARTIES. Except as otherwise required by this Declaration of Trust or applicable law, the Trustee shall have no obligation to render an accounting to any Participating Trust or beneficiary thereof. If at any time the Trustee or any Participating Trust applies to a court of competent jurisdiction for a judicial settlement of the Trustee s accounts, it shall be necessary to join as parties in any such proceeding only the Trustee and each person to whom a regular periodic accounting would ordinarily be rendered with respect to each Participating Trust. 14

15 Conformed Copy through Amendment 9 (March 10, 2017) ARTICLE VII. TRUSTEE COMPENSATION AND EXPENSES SECTION 7.1 COMPENSATION. The Trustee may charge and pay itself from the assets of any Fund or any class of a Fund a fee for the management or administration of the Fund or such global class of the Fund; provided that (a) any such fees must be specifically set forth in the Supplement applicable to such Fund, and before such Supplement is effective with respect to the Participating Trust, it must be provided to an Authorizing Fiduciary of each Participating Trust that will directly or indirectly pay such fees, and (b) the fees may not exceed any maximum compensation limits as may be prescribed from time to time by regulation, order or ruling. Alternatively, the Trustee may be compensated by a Participating Trust directly for its services relating to the Participating Trust's participation in the Fund under a separate agreement between the Trustee and an Authorizing Fiduciary. SECTION 7.2 TRUSTEE EXPENSES. Except for those costs and expenses allocated by the Trustee to an individual Participating Trust, the Trustee may reimburse itself out of the Funds for its reasonable direct costs and expenses incurred by it in the administration and management of the Funds, including without limitation: legal fees and expenses; the reasonable fees of independent public accountants and such counsel, accountants, custodians, sub-custodians, depositaries, brokers, appraisers, pricing services, third party recordkeepers, and other agents as may be employed by the Trustee from time to time. In addition, the Trustee shall be entitled to be reimbursed out of the Funds for any and all taxes or assessments paid by it with respect to the Funds or any asset or the income thereof, pursuant to any statute or regulation requiring such payment. Notwithstanding the foregoing, the Trustee may charge to a Fund the compensation and expenses of an adviser employed by the Trustee under Section 3.3 only if so provided by the Supplement governing the Fund, which Supplement shall be provided to an Authorizing Fiduciary of each Participating Trust that will directly or indirectly pay such fees before such Supplement is effective with respect to each such Participating Trust. ARTICLE VIII. AMENDMENT, TERMINATION AND RESIGNATION SECTION 8.1 AMENDMENT OF TRUST. (a) The Trustee may amend this Trust from time to time and such amendment shall take effect as provided by Section 8.1(b) or (c). Any such amendment shall be in writing and filed with the original Trust. (b) Any amendment made to conform the Trust to any amendment of the rules and regulations of the United States Comptroller of the Currency and/or the Internal Revenue Service or other governmental bodies having jurisdiction shall take effect as of the effective date of the amendment to such rules and regulations. Any amendment required to qualify the Trust under the provisions of Section 501(a) of the Code, by its terms, may be retroactive. (c) Unless previously approved in writing by an Authorizing Fiduciary of each Participating Trust or effective under Section 8.1(b), no material amendment shall take effect until a Valuation Date which is not less than sixty (60) days after notice of such amendment has been furnished to an Authorizing Fiduciary of each Participating Trust. If an 15

16 Conformed Copy through Amendment 9 (March 10, 2017) Authorizing Fiduciary to whom such notice is furnished files an objection with the Trustee on or before five (5) days before the Valuation Date on which such amendment will take effect, the Trustee may withdraw the participation of the Participating Trust on behalf of which such objection was filed on the Valuation Date as of which such amendment is to take effect. (d) No amendment may, directly or indirectly, operate to deprive any Participating Trust of its beneficial interest in any Fund, as it is constituted on the effective date of the amendment. Otherwise any amendment shall be binding on all persons, including, but not limited to, all Participating Trusts in the Funds as of the effective date and their Authorizing Fiduciaries. SECTION 8.2 REORGANIZATION OF TRUST. Subject to applicable law, the Trustee acting by its Board of Directors may split up, subdivide, merge into or consolidate with the Funds any one or more collective trust funds established by the Trustee; provided that (a) the surviving trust shall fully comply with all applicable requirements of applicable law, (b) each Participating Trust in the Funds so reorganized shall receive an interest in the surviving or resulting collective trust fund equal in value to the interest of the Participating Trust immediately before such transaction, and (c) any such transaction that affects the rights and responsibilities of a Participating Trust, and which was not previously approved in writing by an Authorizing Fiduciary with respect to such Participating Trust, shall not be effective until thirty (30) days after notice thereof has been provided by the Trustee to the Authorizing Fiduciary of the Participating Trust. Expenses pertaining to any such merger or consolidation shall be borne by the Trustee and may not be charged to the Funds. SECTION 8.3 AMENDMENT OF SUPPLEMENTS. In addition to amendments allowed under Section 8.1, the Trustee may amend any Supplement from time to time, including without limitation the fees payable to the Trustee and/or to any adviser as set forth therein, provided that, unless a material amendment was previously approved in writing by an Authorizing Fiduciary of each Participating Trust affected by a Supplement amendment, no material amendment shall take effect until a Valuation Date which is not less than sixty (60) days after notice of such amendment has been furnished to an Authorizing Fiduciary of each Participating Trust in the Fund governed by such Supplement. If an Authorizing Fiduciary to whom such notice is furnished files an objection with the Trustee on or before five (5) days before the Valuation Date on which such amendment is to take effect, the Trustee may withdraw the participation of the Participating Trust on behalf of which such objection was filed on such Valuation Date. Any such amendment shall be in writing and filed with the original Trust. SECTION 8.4 REORGANIZATION OR MERGER OF INDIVIDUAL FUNDS. The Trustee may at any time reorganize or reestablish any of the individual Funds, or any unit class of any Fund, as a new or existing Fund or unit class of any Fund, or merge or consolidate any of the individual Funds or any unit class of a individual Fund into or with other Funds; provided, that (a) each Participating Trust in any individual Fund or class of a Fund so reorganized, reestablished, merged or consolidated shall receive an interest in the survivor or successor Fund or class of a Fund equal in value to the interest of the Participating Trust immediately before such transaction, (b) any such transaction that affects the rights and responsibilities of a 16