AMENDED AND RESTATED DECLARATION OF TRUST T. ROWE PRICE INSTITUTIONAL COMMON TRUST FUND

Transcription

1 AMENDED AND RESTATED DECLARATION OF TRUST T. ROWE PRICE INSTITUTIONAL COMMON TRUST FUND WHEREAS, T. Rowe Price Trust Company (the "Trustee" as hereinafter defined) established a trust known as the T. ROWE PRICE INSTITUTIONAL COMMON TRUST FUND pursuant to the Plan and Declaration of Trust, dated as of September 30, 1992, as subsequently amended and restated, which is amended and restated as set forth in this Amended and Restated Declaration of Trust effective as of July 29, 2011; and WHEREAS, the Trustee elects under Section of the Financial Institutions Article of the Annotated Code of Maryland for the Collective Trust (as hereinafter defined) to be administered in accordance with the federal rules and regulations that relate to collective investment of trust funds by national banking associations; and WHEREAS, the Collective Trust and each of its constituent Trusts (as hereinafter defined) is intended to qualify as (i) a group trust under Sections 401(a) and 501(a) of the Code (as hereinafter defined) and under Revenue Ruling (as hereinafter defined), (ii) as a collective trust fund maintained by a bank within the meaning of the Securities Laws (as hereinafter defined), (iii) as a common trust fund under Section 3-501, et seq., of the Financial Institutions Article of the Annotated Code of Maryland, as amended, and (iv) as a collective investment fund under the Comptroller of the Currency Regulations (as hereinafter defined); and all provisions of this Declaration of Trust (as hereinafter defined) shall be so construed, and the Collective Trust and each constituent Trust shall be administered, to give effect to such intention. NOW, THEREFORE, the Trustee declares that it will hold and administer in trust all money and property acceptable to it and received or purchased by it as Trustee hereunder, together with the income and proceeds thereof, upon the following terms and conditions: ARTICLE 1: DEFINITIONS Wherever used in this Declaration of Trust, unless the context clearly indicates otherwise, the following words shall have the following meanings: Section 1.1 Business Day means a day on which both the Trustee and the New York Stock Exchange are open for business. Section 1.2 Class means a subdivision of Units of a Trust, with each Class differing from other Classes within such Trust in relation to the type of services provided, and/or Trustee compensation and/or administrative expenses to be charged, to the Class (and Participating Trusts invested in that Class), as provided in this Declaration of Trust and the Trust s Supplemental Declaration. Section 1.3 Code means the United States Internal Revenue Code of 1986, as amended. Section 1.4 Collective Trust means the T. Rowe Price Institutional Common Trust Fund established by this Declaration of Trust. Any reference to the Collective Trust shall, unless the 1

2 context indicates otherwise, be deemed to refer to each Trust established and maintained hereunder. Section 1.5 Commingled Fund means a common, collective, or commingled trust fund, including, without limitation, any such fund maintained by the Trustee under this Declaration of Trust or otherwise, (i) consisting solely of the assets of Qualified Plans, Governmental Plans, and other Commingled Funds; (ii) which is exempt from United States federal income taxation under Code Section 501(a) by reason of qualifying as a group trust under Revenue Ruling ; and (iii) the constituent documents of which satisfy the applicable requirements of Section 5.1. Section 1.6 Comptroller of the Currency Regulations means the regulations of the Comptroller of the Currency concerning collective investment funds located in 12 C.F.R. 9.18, and any amended or successor regulations. Section 1.7 Declaration of Trust means this Amended and Restated Declaration of Trust, together with any Supplemental Declarations, all as amended from time to time. Section 1.8 ERISA means the United States Employee Retirement Income Security Act of 1974, as amended from time to time. Section 1.9 Governmental Plan means any of the following plans which is not subject to federal income taxation and which satisfies the applicable requirements of the Securities Laws (or any applicable rules of the United States Securities and Exchange Commission thereunder), regarding participation in a collective investment fund: (i) a plan established and maintained for its employees by the U.S. Government, by the government of any State or political subdivision thereof, or by any agency or instrumentality of the foregoing, within the meaning of Code Section 414(d); (ii) an eligible deferred compensation plan within the meaning of Code Section 457(b) that is established and maintained by an eligible governmental employer described in Code Section 457(e)(1)(A); and (iii) any other governmental plan or unit described in Code Section 818(a)(6). Section 1.10 Liquidating Account means an account established pursuant to Section 5.8. Section 1.11 Named Fiduciary means a named fiduciary, as defined by ERISA, that controls the investments of a Qualified Trust and that executes a Participation Agreement on behalf of a Qualified Trust admitted as a Participating Trust and includes a person or persons of similar authority and responsibility acting for a Qualified Trust that is not subject to ERISA and any person or persons jointly or severally authorized in writing delivered to the Trustee to act on behalf of the Named Fiduciary. Section 1.12 Participating Trust means a Qualified Trust participating in the Collective Trust pursuant to Article 5. Section 1.13 Participation Agreement means an agreement acceptable to the Trustee that provides for the admission of a Qualified Trust as a Participating Trust in the Collective Trust. Such agreement may include an adoption, agency, custodial, investment management, trust, or similar agreement at the discretion of the Trustee. 2

3 Section 1.14 Plan means an agreement, instrument, contract, or enabling legislation or statute pursuant to which a Qualified Trust or Participating Trust, as the context may require, has been established or is maintained. Section 1.15 Plan Sponsor means the employer or other person responsible for maintaining a Plan pursuant to which a Qualified Trust or Participating Trust, as the context may require, is established. Section 1.16 Qualified Plan means an employee benefit plan qualified under Code Section 401(a) or is treated as such under ERISA Section 1022(i) and which is funded by a Qualified Trust. Section 1.17 "Qualified Trust" means (i) a pension, profit-sharing, or other employee benefit trust which forms part of a Qualified Plan and is thereby exempt from United States federal income taxation under Code Section 501(a) and, if such trust is part of a Qualified Plan that covers one or more self-employed individuals within the meaning of Code Section 401(c)(1), which satisfies the applicable requirements of the United States Securities Act of 1933, Section 3(a)(2) or Rule 180 of the United States Securities and Exchange Commission under such Securities Act (or any successor ruling, regulation, or similar pronouncement) regarding participation in a collective trust fund by plans for self-employed individuals, the constituent documents of which satisfy the requirements of Section 5.1; (ii) a Commingled Fund; or (iii) a Governmental Plan; provided, however, that a Commingled Fund or a Governmental Plan is a Qualified Trust only if its participation will not require registration of the Trusts (or of the Units) under the Securities Laws. Section 1.18 Revenue Ruling means Revenue Ruling issued by the United States Internal Revenue Service, C.B. 326, as clarified and modified by Revenue Ruling and modified by Revenue Ruling , all as may be further amended, clarified, or supplemented from time to time, and any successor rules, regulations, or similar pronouncements of the United States Internal Revenue Service for tax-exempt group trusts as may be in effect and applicable from time to time. Section 1.19 Securities Laws means the United States Investment Company Act of 1940 Section 3(c)(11), the United States Securities Act of 1933 Section 3(a)(2), and the United States Securities Exchange Act of 1934 Section 3(a)(12)(A)(iv) and Section 12(g)(2)(H), all as may be amended from time to time. Section 1.20 Supplemental Declaration means a declaration of trust executed by the Trustee for the purpose of establishing a Trust or certain terms of a Trust, as applicable, and as may be amended from time to time. Section 1.21 Transaction Cutoff Time means the time on a Valuation Date by which requests for additions to or withdrawals from a Trust must be received in order to be effective on such Valuation Date. Unless provided otherwise in the Supplemental Declaration of a Trust, the Transaction Cutoff Time is the close of business of the New York Stock Exchange (based on Eastern standard or daylight time, as applicable) on the Valuation Date, normally 4:00 p.m. ET. 3

4 Section 1.22 Trust(s) means one or more of the separate investment trusts established and maintained within the Collective Trust pursuant to Article 2. Trust shall include the assets of a Liquidating Account established pursuant to Article 5 to hold any assets of such Trust. Section 1.23 Trustee means T. Rowe Price Trust Company or any successor trustee. Section 1.24 Unit means a book-entry record used to determine the value of the beneficial interest of each Participating Trust in each Trust. Section 1.25 Valuation Date means a Business Day on or as of which the Trustee determines the value of the Units and which shall take place not less frequently than quarterly. ARTICLE 2: ESTABLISHMENT OF SEPARATE TRUSTS Section 2.1 Trusts. (a) The T. Rowe Price Institutional Common Trust Fund shall consist of Trusts, as indicated below or as may be established by Supplemental Declaration, which shall be invested, or reinvested, in the class or classes of property as specified below or in any Supplemental Declaration, and of such additional Trusts as may be established, from time to time, as provided in Section 2.2; provided, however, that the Trustee may elect that any or all of the Trusts described in this Section 2.1 or in a Supplemental Declaration may be placed in operation subsequent to the date hereof; and provided further, that the Trustee may, from time to time, invest such portion of any of the Trusts, as it may deem advisable, in temporary investments, in investment companies, and in any other class or classes of property, as provided by Section 3.2, or as part of any other Trust. The Trustee's determination as to whether or not any investment is within the class or classes of property in which any Trust is to be invested shall be conclusive. (b) A Trust may establish and maintain reserves to meet liquidity needs or for other purposes. Reserves of each Trust may be invested in domestic and foreign money market instruments, including, but not limited to, government obligations, certificates of deposit, bankers acceptances, commercial paper, short-term corporate debt securities, repurchase agreements, collective trust funds and other pooled vehicles maintained by banks, interests in or shares of pooled vehicles, registered investment companies or other investment companies, including investment companies and pooled vehicles for which the Trustee, or an affiliate of the Trustee, may act as sponsor, trustee, or investment adviser (whether or not incorporated and whether or not registered under the United States Investment Company Act of 1940). Without limiting the forgoing, reserves of each Trust may be invested in one or more registered investment companies that are underlying series of the T. Rowe Price Reserve Investment Funds, Inc., for which affiliates of the Trustee act as adviser and service providers. Each such registered investment company incurs customary expenses associated with a registered investment company, such as custody, accounting, and transfer agency and some of these fees may be payable to affiliates of the Trustee, but each such registered investment company does not incur investment management fees. 4

5 (c) In order to effectuate the investment purpose of a Trust, the Trustee may divide a Trust into sub-accounts ("Advisory Portfolios"), which may be operated and administered according to such guidelines and utilizing the advice of such investment advisers or consultants as the Trustee may, in its sole discretion, deem advisable consistent with Article 3. Notwithstanding the establishment of any Advisory Portfolio, each Trust shall be valued pursuant to Section 4.2, and the interests of the Participating Trusts therein shall be established and adjusted with respect to the entire Trust. (d) Any Trust that is designed to invest in other Trusts may nevertheless hold any other type of security directly including, but not limited to, reserves or those held as a result of situations in which an in-kind addition or withdrawal is being processed pursuant to Article 5. (e) Any Supplemental Declaration, as amended from time to time, shall be consistent with the Declaration of Trust, which shall be incorporated into and be a part of the Supplemental Declaration, provided that in the case of a conflict between the terms of the Declaration of Trust and the Supplemental Declaration for a Trust, the terms of the Supplemental Declaration shall control for the Trust to the extent of the conflict. Unless specifically amended at the time of an amendment of the Declaration of Trust, a Supplemental Declaration shall continue as in effect and unchanged from and after such amendment. (f) Each Trust shall constitute a separate trust and the Trustee shall hold, manage, administer, value, invest, reinvest, distribute, account for, and otherwise deal with each Trust separately. Additions, investment income, realized and unrealized gains, and the proceeds thereof received with respect to a Trust shall be allocated to and constitute assets of that Trust. The assets of each Trust shall be segregated on the books of the Collective Trust, and shall be charged with the fees, expenses, liabilities, other charges, and losses applicable to that Trust as provided in the Declaration of Trust. To the extent that a fee, expense, liability, other charge, or loss is incurred in the name of the Collective Trust, such as a tax on a security held for the benefit of a Trust, such item shall be allocated to the appropriate Trust. (g) No Trust shall be answerable for any obligation assumed or fee, expense, liability, other charge, or loss incurred, caused, or created by or on behalf of any other Trust. Accordingly, all persons extending credit to, contracting with, or having any claim of any type against any Trust (including, without limitation, contract, tort, and statutory claims) shall look only to the assets of such Trust, and not to the assets of any other Trust, for payment under such credit, contract, or claim. No Participating Trust, nor any participant, beneficiary, fiduciary, employee or agent thereof, nor the Trustee (or any affiliate of the Trustee), nor any officers, directors, shareholders, partners, employees, or agents of the Trustee (or its affiliates) shall be personally liable for any obligation of any Trust. Every note, bond, contract, instrument, certificate, or undertaking and every other act or thing whatsoever executed or done by or on behalf of any Trust shall be conclusively deemed to have been executed or done only by or for such Trust, and no Trust shall be answerable for any obligation assumed or liability incurred by another Trust. 5

6 Section 2.2 Distributions. Except to the extent provided otherwise in a Supplemental Declaration, the Trusts do not distribute their earnings, which accumulate in each Trust s net asset value. Section 2.3 Establishment of Other Trusts. At any time, and from time to time, the Trustee may establish, within the T. Rowe Price Institutional Common Trust Fund, one or more additional Trusts. Section 2.4 Termination of Trusts. The Trustee may, at any time in its sole and absolute discretion, terminate any Trust in accordance with Section 9.2. ARTICLE 3: INVESTMENT AND ADMINISTRATION Section 3.1 Responsibility and Authority of Trustee. The Trustee's determination as to whether or not any investment is within the class or classes of property in which the Collective Trust or any constituent Trust is to be invested shall be conclusive. The Trustee shall be solely and exclusively responsible for, and shall have exclusive authority and discretion for, the management and control of the Collective Trust and each constituent Trust, except as a prudent person might delegate responsibilities to others. Subject to the provisions of the preceding sentence, the Trustee may retain, consult with, and delegate investment or any other responsibilities of the Trustee to such investment or other advisers, consultants, or other service providers (including in all cases any affiliate of the Trustee) as it may deem advisable to assist it in carrying out its responsibilities under the Declaration of Trust. Section 3.2 Powers and Duties of Trustee. The Trustee shall have the following powers and authority in the management and administration of the Collective Trust and each constituent Trust, to be exercised by the Trustee in its discretion or, to the extent permitted by the Trustee, to be exercised by an investment adviser or other service provider, if any, under the ultimate supervision and responsibility of the Trustee: (a) Authorized Investments. To invest and reinvest assets in investments of any kind, including, but not limited to, any common and preferred stocks; bonds; notes; rights; warrants; debentures; securities; stock options and option contracts of any type; swaps of any type; forwards; futures; partnership, limited liability, or similar types of interests; contracts for the immediate or future delivery of financial instruments; debt securities and other debt instruments; certificates of deposit; demand or time deposits (including demand deposits with the Trustee of funds awaiting investment or distribution); bills; certificates; acceptances; repurchase agreements; commercial paper; variable rate or amount notes; interests in trusts and collective and common trust funds, including those for which the Trustee, or an affiliate of the Trustee, may act as sponsor and/or investment adviser, including Trusts which are part of the Collective Trust; interests in or shares of mutual funds or other investment companies, including investment companies for which the Trustee, or an affiliate of the Trustee, may act as investment adviser (whether or not incorporated and whether or not registered under the United States Investment Company Act of 1940); foreign currencies through spot or forward contracts; foreign unit trusts or other foreign pooled vehicles; evidences of indebtedness or ownership in foreign corporations or other enterprises; all without being limited to classes of property in which trustees are 6

7 authorized to invest trust funds by any law or any rule of court of any state and without regard to the proportion any such property or interest may bear to the entire amount of the Collective Trust or of any Trust; (b) Retention of Property. To retain any property at any time received by it; (c) Authority to Sell Property. To sell or exchange any property at public or private sale for cash or on credit; to grant options for the purchase or exchange of any property; or otherwise to sell, exchange, convey, transfer or dispose of any property; (d) Participation in Reorganizations, Mergers, etc. To participate in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan relating to any property and to consent to, or to oppose, any such plan or any action thereunder, or any contract, lease, mortgage, purchase, sale or other action by any person or corporation; (e) Participation in Protective Reorganizations. To the extent permitted by applicable law, to deposit any property with any protective, reorganization or similar committee; to delegate discretionary power thereto and to pay or agree to pay from the applicable Trust part of the expense and compensation of any such committee and any assessments levied with respect to any such property so deposited; (f) Exercising Conversion and Other Rights. To exercise all conversion, subscription or other rights, whether or not discretionary and including rights to vote and grant proxies pertaining to any property held by a Trust at any time; and to vote and grant proxies with respect to all securities held by a Trust at any time; (g) Extensions. To renew or extend any obligation; (h) Stand-by Agreements. To enter into stand-by agreements for future investment, either with or without a stand-by fee to be paid by the applicable Trust; (i) interest; Cash Balances. To hold part or all of any assets uninvested, without liability for (j) Borrowing. To borrow money for any Trust as may be necessary or advisable to protect the Trust in the event of a net cash overdraft or similar event with the costs of such borrowings to be paid by such Trust(s); and provided, however, that no loan shall be made by the Trustee individually other than a temporary advance on a net cash overdraft basis; (k) Lending of Trust Securities. To lend any securities to brokers, dealers, banks, institutional investors, or other persons, and to secure the same in any manner, to invest any collateral received in connection with securities and/or lending activities in one or more registered investment companies that are underlying series of the T. Rowe Price Reserve Investment Funds, Inc., and/or such other investments as the Trustee deems appropriate (whether or not such collateral would otherwise be an eligible holding for a Trust), and, during the term of 7

8 any such loan, to permit the securities so lent to be transferred in the name of, and voted by, the borrower or others; (l) Custody of Assets. To register or cause to be registered any property held pursuant to the Declaration of Trust in the name of a nominee, with or without the addition of words indicating that such securities are held in a fiduciary capacity, or in the name of a nominee of any custodian bank acting pursuant to Section 3.2(q), or of a depository or clearing corporation, or other system for the central handling of securities, either domestic or foreign; to hold any such investment in bearer form; and to maintain the indicia of ownership of assets outside the United States of America in conformity with regulations of the United States Department of Labor; (m) Collection of Monies Due. To collect and receive any and all money and other property due and to give full discharge therefore; (n) Litigation. To settle, compromise or submit to arbitration any claims, debts or damages due or owing; to commence or defend suit or legal proceedings whenever appropriate in its judgment; to provide representation in all suits or legal proceedings in any court or before any other body or tribunal; and to pay from the applicable Trust all costs and reasonable attorneys' fees in connection therewith; (o) Management of Real Property. To retain, manage, operate, repair, develop, preserve, improve, mortgage or lease for any period, any real property held by the Trustee or by any entity organized by it pursuant to Section 3.2(p) upon such terms and conditions as the Trustee deems proper, either alone or by joining with others, using other assets for any such purpose as it deems advisable; to modify, extend, renew, waive or otherwise adjust any or all of the provisions of any such mortgage or lease, including the waiver of rentals; and to make such provisions for the amortization of the investment in, or the depreciation of the value of, such property as it may deem advisable; (p) Organizing Corporations, Partnerships and Trusts. To organize corporations, partnerships or trusts for the purpose of acquiring and holding title to any property which the Trustee is authorized to acquire under Section 3.2(a); (q) Employment of Agents. To employ suitable agents, including, without limitation, custodians, recordkeepers, auditors, depositories, and counsel, domestic or foreign, as the Trustee, in its sole discretion, shall deem advisable, including, but not limited to, entities which are affiliates of the Trustee, with such employment to be at the Trustee s expense unless provided otherwise in the Supplemental Declaration for a Trust; and to transfer any assets to any custodian or subcustodian employed by the Trustee; (r) Employment of Investment Advisers. To employ at the Trustee s expense such investment advisers and consultants, domestic or foreign, as the Trustee, in its sole discretion, shall deem advisable, including, but not limited to, entities which are affiliates of the Trustee; and 8

9 (s) General Powers. Generally, to do all acts, whether or not expressly authorized, which the Trustee may deem necessary or desirable to carry out the purposes of any of the Trustee s powers and responsibilities under the Declaration of Trust. Section 3.3 Dealings with Other Persons. Persons dealing with the Trustee shall be under no obligation to see to the proper application of any money paid or property delivered to the Trustee or to inquire into the Trustee's authority as to any act or transaction. Section 3.4 Investments in Group Trusts. To the extent that a Trust invests in another Commingled Fund, such Commingled Fund s governing instrument, as amended from time to time, shall, to the extent of the Trust s participation therein, be incorporated into and be a part of the Declaration of Trust, and the combining of the Trust s assets with the assets of other participants in such Commingled Fund, to be held and administered in accordance with such Commingled Fund s governing instrument is hereby specifically authorized. The Trustee shall have such authority as is necessary to appoint the manager or sponsor of any such Commingled Fund as trustee, investment manager or agent, managing agent, custodian, or agent of the Trust with authority to manage and control such assets in accordance with the governing instrument of such Commingled Fund. Section 3.5 Brokerage. The Trustee may select brokers, dealers, and futures commission merchants authorized to purchase, sell, and otherwise trade in or deal with any security or investment for the account and at the risk and in the name of a Trust. The Trustee may delegate such authority to an investment adviser as permitted by this Declaration of Trust. So long as the provisions of Section 28(e) of the Securities Exchange Act of 1934 are met and the Trustee or its investment adviser seeks best execution at competitive commission rates, the Trustee or its investment adviser may cause a broker or dealer to be paid commissions in excess of those another broker or dealer would charge if the Trustee or its investment adviser has a good faith belief that the commissions are reasonable in relation to the value of the brokerage, execution, and research services provided by the broker or dealer. It is understood that best execution is evaluated based on various factors, including but not limited to, commission costs. Orders for a Trust frequently may be grouped for execution with the orders for others, including, but not limited to, orders for affiliated and non-affiliated third parties. It is understood that aggregating orders may sometimes result in a more favorable price and at other times may result in a less favorable price than if orders had not been grouped. ARTICLE 4: INTERESTS OF PARTICIPATING TRUSTS Section 4.1 Units of Participation. Except as provided in Section 4.1(a), the Trustee shall divide each Trust into Units of participation for purposes of recording the beneficial interest of the Participating Trusts therein. (a) The Trustee, in its discretion and to the extent permissible under applicable law, may divide a Trust into one or more Classes of Units of participation in the Trust, with such Classes differing only in the type or level of services provided, and/or fee and/or expense obligations, as specified in the Trust s Supplemental Declaration. For a Trust with Classes, Units of beneficial interest in the Trust are issued and redeemed by each Class of the Trust. The 9

10 Trustee shall establish such Classes by describing in the Trust s Supplemental Declaration the rate of Trustee compensation and other expenses, costs, charges, and other liabilities to be charged to each such Class. Accordingly, the values of Class Units are expected to vary based on the characteristics of such Classes, including, without limitation, Trustee compensation and/or expenses to be charged to such Classes. A Trust s income, unrealized and realized gain or loss, and any expenses permitted to be charged to the Trust pursuant to the Declaration of Trust will be allocated on a daily basis to each Class pro rata based on the relative daily net assets attributable to each Class. (b) Each Unit shall represent a proportionate, undivided interest in the property of the Trust, and no Unit shall have priority or preference over any other Unit. As of any Valuation Date, the Trustee, in its discretion, may make a uniform change in the Units either by dividing the Units into a greater number of Units of lesser value, or combining the Units to produce a lesser number of Units of greater value, provided that the aggregate value of the new Units so created shall be equal to the aggregate value of the pre-existing Units. No certificate or other evidence of an interest in the Collective Trust or any Trust shall be issued by the Trustee. 4.2 Valuation of Units. The initial value of each Unit shall be established by the Trustee. Thereafter as of each Valuation Date, and before taking into account additions to and withdrawals occurring as of such Valuation Date, the Trustee shall determine the value of Units in accordance with the following procedures: (a) The Trustee shall determine the value of the assets of the Trust in accordance with the rules set forth in Section 4.3, except to the extent such rules are modified in the Trust s Supplemental Declaration. The Trustee shall reflect any changes in security positions no later than in the first calculation on the first business day following the trade date. (b) The Trustee shall subtract from the value determined under Section 4.3 any expenses, costs, charges, or other liabilities incurred or accrued by the Trust (and each Class thereof) as determined by the Trustee in good faith in accordance with procedures consistently followed and uniformly applied. The Trustee's determination of the allocation of such expenses, costs, charges, and liabilities among Trusts and Classes shall be conclusive and binding on all Participating Trusts. (c) For a Trust without Classes, the Trustee shall divide the net value of the Trust assets determined pursuant to paragraphs (a) and (b) of this Section 4.2 by the total number of Units in existence as of the relevant Valuation Date. (d) For a Trust with one or more Classes, the Trustee shall divide each Class s pro rata share of the net value of Trust assets, determined pursuant to paragraphs (a) and (b) of this Section 4.2, by the total number of Units of that Class in existence as of the relevant Valuation Date. (e) The Trustee shall have a reasonable period of time, generally until the opening of business on the next Valuation Date, within which to determine the value of Units and the aggregate value of the beneficial interest of each Participating Trust in such Trust. The net asset 10

11 value generally shall be expressed to the nearest cent, but the Trustee reserves the right to extend the number of decimal places at which it transacts in its discretion for a particular Valuation Date. 4.3 Valuation Rules. The Trustee, or to the extent authorized by the Trustee, a service provider, shall determine the value of the assets and investments of each Trust in accordance with valuation rules established by the Trustee from time to time and subject to any provisions of a Trust s Supplemental Declaration. Subject to the foregoing, and in accordance with generally accepted accounting principles, all assets will be valued at fair value as determined in accordance with guidelines established by the Trustee. Generally, fair value for securities or other investments shall be their market values or, in the absence of readily ascertainable market values, at such values as determined in good faith and pursuant to procedures established by the Trustee consistently followed and uniformly applied. Market values may be taken as of such times as the Trustee determines to be appropriate, and from such financial publications, pricing services, or other services or sources as the Trustee reasonably believes appropriate. 4.4 Temporary Suspension of Valuations. Notwithstanding anything to the contrary elsewhere in this Declaration of Trust, but in any event subject to applicable law and regulations, the Trustee may, in it sole discretion, suspend the valuation of the assets or Units of any Trust pursuant to this Article 4 and/or the right to make additions to and withdrawals from such Trust in accordance with Article 5, 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 Trust 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 Trust would not be reasonably practicable or would be seriously prejudicial to the Participating Trusts having an interest in the Trust; (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 Trust, or of current prices on any market or stock exchange on which a significant portion of the investments of the Trust are quoted, or when for any reason the prices or values of any investments owned by the Trust 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 Trust. ARTICLE 5: ADMISSIONS AND WITHDRAWALS Section 5.1 Eligibility for Participation. A Qualified Trust may become a Participating Trust if the following conditions are satisfied: (a) The Qualified Trust is maintained pursuant to an instrument which authorizes it to participate in the Collective Trust or in any other common, collective, or commingled trust fund and which, to the extent required by applicable law, specifically or in substance and effect incorporates by reference and adopts this Declaration of Trust or the declaration of trust or other governing instrument under which such common, collective, or commingled trust fund is maintained, as a part of the Plan of which the Qualified Trust is a part. 11

12 (b) The Qualified Trust establishes to the Trustee s satisfaction that it meets the requirements of eligibility to participate in the Collective Trust and provides, at the request of the Trustee, written representations (including, without limitation, representations to the effect that tax-exempt status will not be jeopardized as a result of participation in the Collective Trust) and other information (including, without limitation, a written certificate regarding its status or a copy of a determination letter from the Internal Revenue Service) or other assurances that the Trustee may deem necessary or advisable. (c) The Named Fiduciary enters into a Participation Agreement with the Trustee providing, among other things, for (i) the appointment of T. Rowe Price Trust Company as trustee, investment manager or agent, managing agent, custodian, or agent for the Qualified Trust, and (ii) the Trustee, in its discretion, admits the Qualified Trust as a Participating Trust. Section 5.2 Commencement of Participation. A Qualified Trust admitted as a Participating Trust pursuant to Section 5.1 shall become a Participating Trust on a Valuation Date coinciding with or following the date of the related Participation Agreement (or amendment thereto) and receipt by the Trustee of cash or other property acceptable to the Trustee to fund the Participating Trust s initial addition to the Collective Trust. Section 5.3 Conditions of Participation. A Qualified Trust that has been accepted as a Participating Trust shall continue to be eligible to participate in the Collective Trust, subject to the following conditions: (a) During such time as any assets of a Participating Trust are held in the Collective Trust, (i) the Declaration of Trust shall govern the administration of such assets, and (ii) any inconsistency between the governing instrument of the Participating Trust and the Declaration of Trust shall be resolved in favor of the Declaration of Trust. (b) If the Trustee receives actual notice that a Participating Trust does not or ceases to satisfy the conditions of participation in the Collective Trust, or if the Trustee determines in its sole discretion that a Participating Trust should withdraw for any reason, the Trustee shall take all steps necessary to distribute to such Participating Trust its entire interest in the Collective Trust, other than any interest the Participating Trust may have in a Liquidating Account, as soon as practicable. At the Trustee s discretion, penalties, expenses, or other losses of more than a de minimus amount that are incurred in connection with such withdrawal may be allocated to such Participating Trust. (c) Each Participating Trust shall have an undivided interest in each Trust in which it holds Units and shall share proportionately with all other Participating Trusts having an interest in each such Trust in the income, profits, losses, and, subject to Section 4.1, expenses of the Trust. No Participating Trust or any person having an interest in or rights under a Participating Trust shall have or be deemed to have a divided or separate ownership interest in any particular asset or assets of the Collective Trust. Section 5.4 Additions and Withdrawals General Rules. Subject to Section 4.4 and the other provisions of the Declaration of Trust, all additions to and withdrawals from the Collective 12

13 Trust shall be made as of a Valuation Date and on the basis of the Unit values determined by the Trustee in accordance with Article 4. (a) A request for addition or withdrawal received by the Trustee in accordance with its procedures on or before the Transaction Cutoff Time on a Valuation Date shall be effective on that Valuation Date. Any such request received by the Trustee after the Transaction Cutoff Time on a Valuation Date shall be effective on the next following Valuation Date. Notwithstanding the foregoing, the Trustee may require that a request for or notice of withdrawal as to all or a portion of the Units being withdrawn be received by it up to ninety (90) days before the relevant Valuation Date. (b) The Trustee may admit a Participating Trust to or withdraw a Participating Trust from a Trust only if the Trustee has approved a request for or notice of intention of taking that action, indicating the Trust or Trusts to or from which the addition or withdrawal is to be made, on or before the Valuation Date on which the addition or withdrawal is based. No such request or notice may be cancelled or countermanded after the Valuation Date as of which such addition or withdrawal is made. Notwithstanding the foregoing, the Trustee may effect a distribution pursuant to Section 5.3(b) without notice. (c) The Trustee, on notice to the Participating Trusts (which notice may be contained in a Supplemental Declaration or other supplemental Trust-related material, including any offering memorandum or disclosure document), may impose such additional restrictions on any additions to or withdrawals from any Trust as the Trustee, in its discretion, deems necessary or advisable from time to time in connection with the investment objectives of the Trust and the protection of Participating Trusts, including, without limitation, restrictions to prevent market timing or other excessive trading practices. In making this determination, transactions executed in multiple accounts under the same Participating Trust or related Participating Trusts may be considered together. Section 5.5 Additions Specific Rules. Subject to the terms of the Declaration of Trust, a Participating Trust may acquire a beneficial interest in a Trust by transferring to the Trustee cash or other property acceptable to the Trustee. If a Participating Trust makes an addition in the form of a contribution of property in kind acceptable to the Trustee, such addition shall be on the basis of the value of such assets as determined by the Trustee. The value of whole or fractional Units to be assigned to a Participating Trust in connection with an addition shall be equal to (i) the value of cash and other investments received by the Trustee, including accrued income, at the close of business on the Valuation Date on which the addition is made, (ii) divided by the respective Unit value computed as of the close of business on such Valuation Date. Section 5.6 Withdrawals Specific Rules. The Trustee, in its discretion, may (i) effect withdrawals in cash, ratably in kind, a combination of cash and ratably in kind, or in any other manner as the Trustee shall determine to be appropriate and in the best interests of the Trust and consistent with applicable law, and (ii) determine that distributions to different Participating Trusts as of the same Valuation Date may be composed of different proportions of cash and noncash assets. To the extent that a Trust invests in one or more other Trusts, in-kind distributions may be made by the underlying Trust to the investing Trust and thereafter or simultaneously to 13

14 the Participating Trust and references in the Declaration of Trust to in-kind distributions shall be so construed. (a) The amount of cash to be paid or investments to be transferred to a Participating Trust with respect to a withdrawal shall have an aggregate value, determined as of the close of business on the Valuation Date on which the withdrawal is made, equal to the respective Unit value multiplied by the number of Units redeemed. (b) In the case of a withdrawal that the Trustee determines to effect in whole or in part in cash, the Trustee shall have sole discretion as to (i) whether and to what extent investments of the Trust are to be sold to pay the cash portion of a withdrawal; and (ii) which investments are to be sold for such purpose. The Trustee shall pay to the Participating Trust the cash portion of the withdrawal as soon as practicable after the relevant Valuation Date, and reserves the right to delay payment until a date or dates reasonably following the actual settlement of investments sold (whether or not on the Valuation Date) to raise cash for the withdrawal. (c) In the case of a withdrawal that the Trustee determines to effect in whole or in part in kind, the Trustee shall have sole discretion as to which investments of the Trust are to be transferred to the withdrawing Participating Trust in satisfaction of the in kind portion of the withdrawal. If the Trustee effects a withdrawal in kind, the Participating Trust may elect to receive and retain the assets or direct the Trustee to liquidate part or all thereof. The expenses of such liquidation including brokerage commissions and other costs shall be borne by the Participating Trust. Section 5.7 Diversion, Assignment Prohibited. The following provisions shall apply, notwithstanding any provision of this Declaration of Trust or any amendment hereto to the contrary: (a) No part of the corpus or income of the Collective Trust which equitably belongs to a Participating Trust, other than fees, expenses, liabilities, or other charges as permitted by the Declaration of Trust and applicable law (including, but not limited to, Trustee compensation as permitted by the Declaration of Trust), shall be used or diverted to any purposes other than for the exclusive benefit of the employees or their beneficiaries entitled to benefits under such Participating Trust. (b) No Participating Trust may assign all or any portion of its equity or interest in the Collective Trust, other than as permitted by the Trustee in its discretion if it is provided satisfactory evidence of the continuity of underlying beneficial ownership. (c) No part of the Collective Trust that equitably belongs to a Participating Trust shall be subject to any legal process, levy of execution, or attachment or garnishment proceedings for payment of any claim against any such Participating Trust or any employee or beneficiary thereof. Section 5.8 Liquidating Accounts. Any asset held by a Trust may be segregated in a Liquidating Account when the Trustee, in its sole discretion, decides that the investment should not continue to be part of the Trust. In addition to such asset(s), the Trustee also may transfer to 14

15 a Liquidating Account cash sufficient to pay any estimated expenses specifically allocable to the Liquidating Account and/or asset(s), including, but not limited to, the cost of prosecuting or defending any claims by, or on behalf of, or against the Trust or Trustee with respect to the Liquidating Account. The period during which the Trustee may continue to hold such assets in a Liquidating Account shall rest in its sole discretion. The Trustee may distribute such asset inkind or liquidate it for the benefit of the Participating Trusts. In determining the basis upon which admissions to and withdrawals from a Trust shall be made pursuant to this Article 5, the value of any asset which has been segregated in a Liquidating Account shall be excluded. Any investment in a Liquidating Account shall be segregated and shall be administered or realized solely for the benefit ratably of those Participating Trusts which were participants in the Trust at the time of the segregation of such investment in a Liquidating Account. ARTICLE 6: ACCOUNTING Section 6.1 Trustee's Accounts. The Trustee shall keep, and/or shall cause the Custodian or other service provider to keep, such records as it deems necessary or advisable in its sole discretion to account properly for the operation and administration of the Collective Trust. The Collective Trust shall be maintained in accordance with generally accepted accounting principles and other applicable rules. The Trustee shall maintain records with respect to each Participating Trust to reflect Units held, purchased, and redeemed by such Participating Trust. In accordance with Article 4, Units reflect the investment experience of the Trust in which each Participating Trust invests that is allocable to such Participating Trust. 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 participant or beneficiary thereof. Section 6.2 Judicial Accounting. Except to the extent otherwise provided by applicable law, if at any time the Trustee or any Participating Trust applies to a court of competent jurisdiction for a judicial settlement of the Trust or Trustee s accounts, it shall be necessary to join as parties in any such proceeding only the Trustee and the Named Fiduciary of each affected Participating Trust, and any final, non-appealable judgment or decree which may be entered therein shall be conclusive. Section 6.3 Audits and Reports of Trusts. At least once during each period of twelve (12) months, the Trustee shall cause a suitable audit to be made of each Trust by an independent certified public accountant responsible only to the Board of Directors of the Trustee; provided, however, that no audit need be made of a Trust that has not held any assets and/or had any Participating Trusts with an interest in such Trust since its prior audit. After the close of each fiscal year of each Trust, and also after the termination of a Trust, the Trustee shall render a written report, without charge, to each Participating Trust having an interest in such Trust for all or a portion of the period accounted for, and shall furnish a copy of the report, upon request, to any other person and may assess a reasonable charge therefor. Such report shall include those financial statements and disclosures which are required by the Comptroller of the Currency Regulations and generally accepted accounting principles and those additional financial statements and disclosures which are deemed appropriate by the Trustee after consultation with the independent public accountant. 15

16 ARTICLE 7: TAXES, EXPENSES AND COMPENSATION Section 7.1 Taxes. The Trustee shall deduct from and charge against the appropriate Trust, any taxes or other charges paid by it which may be imposed upon the Collective Trust or such Trust or relating to the assets or income thereof. Section 7.2 Expenses and Compensation. The Trustee may charge to a Trust or to a particular Class of a Trust, as the case may be, (i) costs, commissions, taxes (including, without limitation, any withholding and transfer taxes) and other expenses associated with the holding, purchase, lending, and/or sale of, and receipt of income from, investments, (ii) any other fee, expense, liability, or other charge that is properly payable from a Trust pursuant to the Declaration of Trust or applicable law, (iii) the compensation of the Trustee pursuant to Section 8.4, and (iv) extraordinary or unusual expenses or liabilities relating to the administration of the Collective Trust or a particular Trust, such as expenses of registering the Collective Trust or any Trust (or the interests of the Participating Trusts therein) under any existing or future Securities Laws, which the Trustee, in its sole discretion, deems applicable. (a) For each Trust with one or more Classes, all charges and expenses described in this Section 7.2 shall be designated as either Trust-level or Class-specific. Trust-level expenses are those that benefit or relate to all Classes and include investment-related charges and expenses related to the Trust as a whole. Trust-level expenses shall be allocated on a daily basis to each Class pro rata based on relative daily net assets of each Class of the Trust. Class-specific expenses are those that benefit or relate only to a particular Class (and Participating Trusts in that Class) and shall be charged directly to and borne entirely by that Class. Class-specific expenses include Trustee compensation and administrative expenses described in the Trust s Supplemental Declaration. Accordingly, all expenses and charges shall be handled in accordance with Section 4.1 or in such other manner as the Trustee shall deem equitable, and such allocation shall be conclusive and binding on all affected Participating Trusts. (b) The Trustee, in its discretion, or any investment adviser or other service provider retained by the Trustee to assist in the management of the Collective Trust may (but shall not be required to) assume and pay, or reimburse a Trust or Class for, all or any part of the expenses otherwise chargeable or allocable to such Trust or Class from time to time. ARTICLE 8: CONCERNING THE TRUSTEE Section 8.1 Merger, Consolidation of Trustee. Any corporation or association (i) into which the Trustee may be merged or with which it may be consolidated, (ii) resulting from any merger, consolidation, or reorganization to which the Trustee may be a party, or (iii) to which all or any part of the Trustee s fiduciary business which includes the Collective Trust may be transferred shall become successor Trustee, and shall have all the rights, powers, and obligations of the Trustee under this Declaration of Trust, without the necessity of executing any instrument or performing any further act. Section 8.2 Resignation. The Trustee may resign upon 30 days notice to each Participating Trust. Upon the resignation of the Trustee, any corporation, limited liability company, partnership, association, or other business entity qualified to act as trustee of the Collective Trust 16