SECOND AMENDED AND RESTATED DECLARATION OF TRUST
CAPITAL GUARDIAN EMPLOYEE BENEFIT INVESTMENT TRUST
SECOND AMENDED AND RESTATED
DECLARA nON OF TRUST
DATE of INSTRUMENT: OCTOBER 26,1976
SECOND AMENDMENT and RESTATEMENT
dated effective as of: AUGUST 15, 1999
CAPITAL GUARDIAN TRUST COMPANY
333 South Hope Street
Los Angeles, California 90071
CAPITAL GUARDIAN EMPLOYEE BENEFIT INVESTMENT TRUST
SECOND AMENDED AND RESTATED
DE CLARA TION OF TRUST
EFFECTIVE AS OF AUGUST 15, 1999
CAPIT AL GUARDIAN TRUST COMPANY, a California state-chartered trust
company ("Capital Guardian"), by this ''Declaration of Trust" amends and restates the declaration of
trust dated October 26, 1976, as amended and restated as of December 31, 1993, establishing the
Capital Guardian Employee Benefit Investment Trust (the "Investment Trust"), a collective
investment trust for employee benefit plans with respect to which Capital Guardian acts in a fiduciary
capacity. Capital Guardian intends that no existing beneficial interest in the Investment Trust shall
be changed solely by reason of Capital Guardian's adoption of this amended and restated Declaration
~Tru~. -
Capital Guardian hereby declares that it shall act as trustee and shall hold and
administer, in trust, on the tenns and conditions set forth in this Declaration of Trust, all property that
may be transferred to or received by it from time to time as trustee hereunder. Capital Guardian
intends that the Investment Tru~ hereby established and maintained, including each Fund thereof (as
hereinafter defined), qualify as a group trust under Internal Revenue Service Revenue Ruling 81-100,
1981-1 c.B. 326, or any successor ruling, regulation, or similar pronouncement, and this Declaration
of Trust shall be construed, and the Investment Trust and each Fund shall be administered to give
effect to that intention.
ARTICLE 1. DEFINITIONS
1.01 "Bank" means any bank or trust company described in Section 581 of the
Code, including a savings association with trust powers, which is a member of an affiliated group
(within the meaning of Section 1504 of the Code) that includes Capital Guardian.
1.02 "CQd&" means the Internal Revenue Code of 1986, as amended from time to
time.
1.03 "Declaration ofTru~" means this amended and restated Declaration of Trust
and, unless the context indicates otherwise, the written characteristics of each Fund established and
maintained by the Trustee pursuant to Section 3.01 of this Declaration of Trust.
1.04 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
1 05 "EJ.md" means a separate trust fund established and maintained within the
Investment Trust for investment purposes in accordance with Section 3.01 of this Declaration of
Trust.
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1.06 "Investment Trust" means the "Capital Guardian Employee Benefit Investment
Trust" established by the Declaration of Trust dated October 26, 1976 as amended and restated
effective as of December 31, 1993 and as further amended and restated as of the date of this
instrument. Any reference herein to the Investment Trust shall, unless the context indicates
otherwise, be deemed to be a reference to each Fund established and maintained in accordance with
Section 3.01 of this Declaration of Trust.
1.07 "Liquidating Account" means a segregated account established in accordance
with Section 3.08 of this Declaration of Trust.
1.08 "Participating Trust" means any of the following (i) with respect to which
Capital Guardian or a Bank acts as trustee, investment manager, managing agent, custodian, or agent,
and (ii) which the Trustee, in its discretion, has accepted as a participant in the Investment Trust:
(a) a trust (i) which is a pension, profit sharing, or other employee benefit trust
exempt from Federal income taxation under Section 50I(a) of the Code by reason of qualifying under
Section 401 (a) of the Code and, if such trust covers one or more self-employed individuals within the
meaning of Section 401 (c) (1) of the, Code, which satisfies the applicable requirements of the
Securities Act regarding participation in a collective investment trust, and (ii) which is maintained
pursuant to a plan or trust instrument which authorizes it to participate in the Investment Trust or in
any other common, collective, or commingled trust fund and which specifically or in substance and
effect 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
such trust is a part; or
(b) any of the following plans which satisfies the applicable requirements of
the Securities Act and the Investment Company Act of 1940, as amended from time to time,
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 Section 414( d) of the
Code, (ii) an eligible deferred compensation plan within the meaning of Section 457 (b) of the Code
established and maintained by an eligible governmental employer described in Section 457(e)(I)(A)
of the Code, and (iii) any other governmental plan or unit described in Section 8I8( a) (6) of the Code;
or
(c) a separate account maintained in connection with a contract of an insurance
company which consists solely of the assets of trusts and plans described in Sections 1. 08( a) and (b)
above; or
(d) any common, collective, or commingled trust fund, including, without
limitation, any such fund maintained by Capital Guardian or a Bank (including a Fund administered
under this Declaration of Trust), which (i) consists solely of the assets of accounts described in
Sections 1.08(a), (b), and (c) above, (ii) is exempt from Federal income taxation under Section 50I(a)
of the Code by reason of qualifying as a "group trust" under Revenue Ruling 81-100, and (iii) which
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is maintained pursuant to an instrument which authorizes it to participate in the Investment Trust or
in any other common, collective, or commingled trust fund and which specifically or in substance and
effect adopts this Declaration of Trust or the declaration of trust or other governing instrument under
which such other common, collective, or commingled trust fund is maintained, as a part thereof.
1 09 "Revenue Ruling 81-100" means Revenue Ruling 81-100 issued by the Internal
Revenue Service, 1981-1 C.B. 326, as amended and supplemented from time to time, and any
successor ruling, regulation, or similar pronouncement.
1.10 "Securities Act" means the Securities Act of 1933, as amended from time to
time.
1.ll "Temporary Account" means an account established in accordance with
Section 3.09 of this Declaration of Trust.
1.12 "Trustee" means Capital Guardian Trust Company, as trustee of the Investment
Trust, or any trustee succeeding Capital Guardian in accordance with Section 5.01 of this Declaration
of Trust.
1.13 "Unit" means the measure used to determine the value of the beneficial interest
of each Participating Trust in the Investment Trust and each Fund thereof.
1 14 "Valuation Date" means the business date or dates specified in the written
characteristics ofa Fund referred to in Section 3.01(a) hereof, or such other business date or dates
on, or as of, which the Trustee determines the value of the Units of a Fund.
ARTICLE 2. PARTICIPATION
2 01 Conditions of Participation. A Participating Trust shall continue to be eligible
to participate in the Investment Trust, subject to the following conditions:
(a) During such time as any assets of a Participating Trust are held in the
Investment Trust (i) this Declaration of Trust shall govern the administration of such assets, including
the exercise of the right to vote and grant proxies as provided in Section 3.07(e) hereof, and (ii) any
inconsistency between the governing instrument of the Participating Trust and this Declaration of
Trust relating to the management or administration of the Participating Trust's -assets held hereunder
or to the rights, powers, responsibilities or liabilities of the Trustee with respect thereto shall be
resolved in favor of this Declaration of Trust.
(b) If the Trustee receives actual notice that a Participating Trust no longer
satisfies the conditions of Section 1.08 of this Declaration of Trust, the Trustee shall take all steps
necessary to distribute to such Participating Trust its entire interest in the Investment Trust, other
than (in the sole discretion of the Trustee) any interest the Participating Trust may have in a
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Liquidating Account, as soon as practicable after the Trustee receives such notice.
2.02 Admissions. A Participating Trust may acquire a beneficial interest in the
Investment Trust by transferring to the Trustee cash or other property acceptable to the Trustee. All
admissions to the Investment Trust shall be made (i) as of any Valuation Date for which the written
characteristics of a Fund, referred to in Section 3.01 (a) hereof, permit admissions to be made, or (ii)
as of such other Valuation Date detennined by the Trustee from time to time, and on the basis of the
Unit values determined by the Trustee in accordance with Article 4 of this Declaration of Trust.
(a) On or before the Valuation Date as of which an admission is to be made,
the Trustee shall enter in the Trustee's fiduciary records a written request for or notice of intention
of taking such action, indicating the Fund or Funds to which the admission is to be made. No such
request or notice may be canceled or countermanded after the Valuation Date as of which such
admission is made.
(b) The Trustee, in its discretion, may establish minimum or maximum dollar
amounts for initial or subsequent admissions to the Investment Trust or any Fund.
( c) The Trustee, in its discretion, may require that the request or notice
referred to in Section 2.02(a) above be received by the Trustee up to fifteen days before the Valuation
Date as of which such admission is to be made.
(d) If a Participating Trust makes an admission in the form of a contribution
of property in kind, such admission shall be on the basis of the value of such assets as determined by
the Trustee.
2.03 Withdrawals. A Participating Trust may make a withdrawal from the
Investment Trust (i) as of any Valuation Date for which the written characteristics of a Fund, referred
to in Section 3.01(a) hereof, permit withdrawals to be made, or (ii) as of such other Valuation Date
determined by the Trustee from time to time, and on the basis of the Unit values determined by the
Trustee in accordance with Article 4 of this Declaration of Trust.
( a) On or before the Valuation Date as of which a withdrawal is to be made,
the Trustee shall enter in the Trustee's fiduciary records a written request for or notice of intention
of taking such action, indicating the Fund or Funds from which the withdrawal is to be made. No
such request or notice may be canceled or countermanded after the Valuation Date as of which such
withdrawal is made.
(b) The Trustee, in its discretion, may require that the request or notice
referred to in Section 2.03(a) above be received by the Trustee up to fifteen days before the Valuation
Date as of which the withdrawal is to be made.
(c) The Trustee, in its discretion, may effect withdrawals in cash, ratably in
kind, or both, in such equitable manner as the Trustee shall determine to be appropriate and in the
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best interests of the Participating Trusts and in a manner consistent with the applicable laws of the
State of California. If assets are withdrawn in kind, such withdrawal shall be on the basis of the value
of such assets as determined by the Trustee.
2 04 Standing Directions. Requests and notices concerning admissions and
withdrawals referred to in this Article 2 may be of continuing effect, instructing the Trustee to effect
admissions and withdrawals as of subsequent Valuation Dates based on a cash balance or overdraft
in the cash account of a Participating Trust as of such Valuation Dates or such other criteria as may
be specified by a Participating Trust.
2.05 Unit Accounting. A Participating Trust making an admission to or a
withdrawal from the Investment Trust shall be considered for accounting purposes to have purchased
or sold, respectively, that number of whole or fractional Units having an aggregate value equal to the
value of the admission or withdrawal. The price at which Units are purchased or sold for purposes
of this Section shall be the Unit value determined by the Trustee in accordance with Article 4 of this
Declaration of Trust.
ARTICLE 3. INVESTMENTS AND ADMINISTRATION
3.01 Funds. The Investment Trust shall consist of such Funds as the Trustee may
establish from time to time by resolution of its board of directors. The Funds shall be listed on
Exhibit "A" hereto, as amended from time to time.
(a) Each Fund shall be evidenced by written characteristics (i) describing the
Fund's investment policy and objectives, and (ii) incorporating the terms of this Declaration of Trust
by reference and designating any exception to or exclusion from such incorporation. by reference and
any other variation in the terms hereof, for purposes of that Fund. Notwithstanding the foregoing,
the written characteristics of any Fund shall be consistent with the requirements of Revenue Ruling
81-100.
(b) Each Fund shall constitute a separate trust and the Trustee shall hold,
manage, administer, invest, distribute, account for, and otherwise deal with the assets of each Fund
separately. Except to the extent otherwise indicated in the written characteristics of a Fund, this
Declaration of Trust shall apply to each Fund.
3.02 Fund Management. Except as otherwise provided herein, the Trustee shall
invest and reinvest the assets of each Fund in investments which are consistent with the investment
guidelines, policies, objectives, and restrictions of such Fund. The Trustee's determination as to
whether any investment is within the class or classes of investments in which a Fund may invest, and
as to whether any particular investment technique or strategy is consistent with the guidelines,
policies, and objectives of a Fund, shall be conclusive. The Trustee may invest the assets of any Fund
in Units of any other Fund where the Trustee, in its discretion, deems such investment to be
appropriate and consistent with the investment guidelines, policies, objectives, and restrictions of the
Fund.
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.l..Ql Short-Term Investments. Except where specifically prohibited or restricted
by the written characteristics of a Fund, the Trustee may from time to time, in its discretion, invest
such portion of the assets of such Fund as it may deem advisable temporarily in short-term money
market instruments or vehicles, including, without limitation, U.S. Government obligations, bankers'
acceptances, commercial paper, certificates of deposit and other deposit accounts insured by the
Federal Deposit Insurance Corporation, repurchase agreements, money market mutual funds
(including, without limitation, but.subject to applicable law, those sponsored or advised by Capital
Guardian or any of its affiliates), and any short-term investment fund (including, without limitation,
but subject to applicable law, any such fund maintained by Capital Guardian or any of its affiliates
pursuant to this Declaration of Trust or otherwise) for which the Fund is an eligible participant. The
governing instrument of any such fund which is intended to qualify under Revenue Ruling 81-100
shall, to the extent of the Investment Trust's participation therein, be incorporated herein and made
a part of this Declaration of Trust, and the combining of the assets of the Investment Trust with the
assets of other participants in such fund to be held and administered in accordance with the fund's
governing instrument, as amended from time to time, is hereby specifically authorized.
3.04 Cash Balances and De.,posits. The Trustee is authorized to hold temporarily
such part of the Investment Trust uninvested as may be reasonably necessary for orderly
administration of the Investment Trust, and to deposit cash awaiting investment or distribution in
interest-bearing accounts maintained in the commercial or savings department of any bank or savings
association, the deposits of which are insured by the Federal Deposit Insurance Corporation,
including any Bank which accepts deposits.
3.05 Investments by Participating Trusts. A Participating Trust may acquire and
hold Units in more than one Fund and may change its investments in the Funds from time to time in
accordance with the procedures for admissions and withdrawals described in Article 2 of this
Declaration of Trust. Each Participating Trust shall have an undivided interest in each Fund in which
it may hold Units and shall share proportionately with all other Participating Trusts having an interest
in each such Fund in the net income, profits, and losses thereof. The Trustee shall have legal title to
the assets of the Investment Trust and no Participating Trust shall be deemed to have individual
ownership of any asset.
3.06 Management Responsibility. The Trustee shall have exclusive management
and investment authority with respect to the Investment Trust. Subject to the foregoing, the Trustee
may retain and consult with such investment advisers or other consultants, including, without
limitation, any affiliate of the Trustee, as the Trustee, in its discretion, may deem advisable to assist
it in carrying out its responsibilities under this Declaration of Trust. The Trustee may appoint the
manager or sponsor of any fund in which the assets of the Investment Trust may be invested pursuant
to Section 3.03 or 3.07 ( a) of this Declaration of Trust as trustee or investment manager for the
Participating Trusts with authority to manage and control such assets in accordance with the funds
governing instrument. For this purpose, the Trustee shall be deemed a "named fiduciary," as defined
by Section 402(a)(I) of ERISA, of each Participating Trust with respect to the assets of such
Participating Trust invested in the Investment Trust, with responsibilities limited to managing and
controlling such assets in accordance with this Declaration of Trust.
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3.07 Man~iement and Administrative Powers. The Trustee shall have the rights,
powers, and privileges of an absolute owner in the management and administration of the Investment
Trust. In addition to and without limiting the powers and discretions conferred on the Trustee
elsewhere in this Declaration of Trust or by applicable law, the Trustee shall have the following
discretionary powers in the management and administration ofthe Investment Trust:
(a) (i) Subject to applicable investment policies and guidelines specified in the
written characteristics of a Fund, to invest and reinvest in equity and debt instruments or other
securities of any type, including, without limitation, common or preferred stocks and debt instruments
of domestic or foreign governments or business entities, whether or not such securities at the time
of purchase are subject to legal or contractual restrictions on resale or are otherwise not readily
marketable, deposits and other evidences of indebtedness of domestic or foreign financial institutions,
repurchase agreements, financial futures and options contracts of any type (whether or not traded on
an exchange), and foreign currencies and contracts for the immediate or future delivery of foreign
currencies; and (ii) Except where specifically prohibited or restricted by the written characteristics
of a Fund, to invest and reinvest in mutual funds, closed-end investment companies, limited
partnerships, and other common, collective, commingled, or pooled investment funds including,
without limitation, but subject to applicable law, such funds advised, managed, or maintained by
Capital Guardian or any of its affiliates, for which the Investment Trust is an eligible participant; and,
where such fund is exempt from federal income taxation under Section SOI(a) of the Code by reason
. of qualifying under Revenue Ruling 81-100, the fund's governing instrument, as amended from time
to time, shall, to the extent of the Investment Trust's participation therein, be incorporated into and
be a part of this Declaration of Trust, and the combining of the Investment Trust assets with the
assets of other participants in such fund to be held and administered in accordance with the funds
governing instrument, as amended from time to time, is hereby specifically authorized;
(b) To retain any property received by it at any time; to sell or exchange any
property, for cash or on credit, at public or private sale;
(c) To borrow money as may be necessary or desirable to protect the assets
of a Liquidating Account and to encumber or hypothecate the assets of such Liquidating Account to
secure repayment of such indebtedness;
(d) To lend securities of the Investment Trust and to secure the same in any
manner, and during the term of the loan to permit the loaned securities to be transferred into the name
of and voted by the borrower;
(e) To exercise all conversion, subscription, or other rights, discretionary or
otherwise, including the right to vote and grant proxies, appurtenant to any property held by the
Investment Trust at any time; provided, however, that with respect to proxies, the Trustee shall vote
and grant proxies in accordance with the Trustee's proxy voting policies established for the
Investment Trust;
(f) To renew or extend any obligation held by the Investment Trust;
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(g) To participate in and to consent to, or to oppose, any plan of
reorganization, consolidation, combination, merger, liquidation, or other similar plan relating to any
property, or to any contract, lease, mortgage, purchase, sale, or other action by any person or
corporation, and, 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
and agree to pay part of the expenses and compensation of any such committee and any assessments
levied with respect to any such property so deposited;
(h) To hold property of the Investment Trust in bearer form or to register or
cause to be registered such property in the name of a nominee of the Trustee or any custodian
appointed by the Trustee; provided, the records of the Trustee and any such custodian shall show that
such property belongs to the Investment Trust;
(i) To deposit securities with a securities depository and to permit the
securities so deposited to be held in the name of the depository's nominee, and to deposit securities
issued or guaranteed by the U. S. Government or any agency or instrumentality thereof, including
securities evidenced by book-entry rather than by certificate, with the U.S. Department of the
Treasury, a Federal Reserve Bank, or other appropriate custodial entity; provided, the records of the
Trustee or any other custodian appointed by the Trustee shall show that such securities belong to the
Investment Trust;
G) Subject to Section 404(b) of ERISA and applicable regulations of the V.S,
Department of Labor, to hold securities issued by a foreign government or business entity at a foreign
office of the Trustee or any of its affiliates or any custodian appointed by the Trustee, or to deposit
such securities with a foreign securities depository or bank regulated by a government agency or
regulatory authority in the foreign jurisdiction, and to permit the securities so deposited to be held
in the nominee name of the depository or bank; provided, the records of the Trustee. or any other
custodian appointed by the Trustee shall show that such securities belong to the Investment Trust;
(k) To settle, compromise, or submit to arbitration any claims, debts, or
damages due or owing to or from the Investment Trust; to commence or defend suits or legal
proceedings whenever, in the Trustee's judgment, any interest of the Investment Trust so requires;
and to represent the Investment Trust in all suits or legal proceedings in any court or before any other
body or tribunal; and to pay from the Investment Trust all costs and reasonable attorneys' fees in
connection therewith;
(1) Subject to Section 3.06 hereof, to employ suitable agents, including,
without limitation, agents or pricing services to perform valuations of the assets of the Investment
Trust, custodians, advisers, auditors, depositories, and counsel, domestic or foreign, and, subject to
applicable law, to pay their reasonable expenses and compensation from the Investment Trust; and
(m) To make, execute, and deliver any and all contracts and other
instruments and documents deemed necessary and proper for the accomplishment of any of the
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Trustee's powers and responsibilities under this Declaration of Trust.
~ LiQllidating Accounts. If the Trustee, in its discretion, determines that such
an account is needed to satisfy a withdrawal request, or that any investment then held in the
Investment Trust has ceased to be lawful or for some other reason should be distributed in kind or
liquidated, the Trustee may transfer the investment to a Liquidating Account for the benefit of the
affected Participating Trusts. Any such Liquidating Account shall be subject to and governed by all
of the provisions of this Declaration of Trust, except as hereinafter provided.
(a) Except as otherwise provided under 3.08(b) below, the Trustee shall
establish and administer each Liquidating Account solely for the benefit of the Participating Trusts
having an interest in the Fund from which the securities, assets or holdings were segregated at the
time they were placed in the Liquidating Account. The Trustee shall prepare a schedule showing the
interest of each affected Participating Trust in the Liquidating Account, and shall hold such schedule
as part of its permanent records.
(b) With specific regard to Liquidating Accounts established to accommodate
withdrawal requests, the Trustee shall (i) establish and administer each such Liquidating Account
solely for the benefit of the withdrawing Participating Trust, (ii) have sole discretion to determine
which securities shall be placed in such Liquidating Account and (iii) value any securities, assets or
holdings placed in such Liquidating Account as of the Valuation Date as of which the withdrawal is
to be made in accordance with Article 4 of this Declaration of Trust. Further, all costs and risks
associated with the holding, liquidation, or transfer of securities held in a Liquidating Account shall
be borne by the withdrawing Participating Trust. Earnings on any securities, assets or holdings of
a Liquidating Account shall be retained by the Trustee for the account of the Participating Trust on
whose behalf the withdrawal was effected, until paid to the withdrawing Participating Trust.
(c) The Trustee shall make distributions from a Liquidating Account, in cash
or in kind, in accordance with the respective interests of the affected Participating Trusts. The
Trustee shall liquidate the assets held in a Liquidating Account and distribute the proceeds as and
when the Trustee deems such liquidation and distribution to be in the best interests of the affected
Participating Trusts.
(d) No additional money or property shall be invested in a Liquidating
Account. However, in order to protect any asset held therein, the Trustee, in its discretion, may
borrow money on the security of any asset held in the Liquidating Account.
( e) The value of any asset held in a Liquidating Account shall be excluded in
detennining the basis upon which admissions to and withdrawals from the Investment Trust are made
pursuant to Article 2 hereof For all other purposes hereunder, however, including, without
limitation, the settlement of the accounts of, or the payment of compensation to, the Trustee, each
Liquidating Account shall be deemed to be a part of the Investment Trust.
3.09 Temporal)' Accounts. Until such time as the Trustee, in its discretion,
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determines to invest assets of a Participating Trust in the Investment Trust, the Trustee shall hold all
or a portion of the investment in a Temporary Account for the benefit of that Participating Trust.
Any such Temporary Account shall be subject to and governed by all of the provisions of this
Declaration of Trust, except as hereinafter provided.
(a) The Trustee shall establish and administer each Temporary Account solely
for the benefit of the Participating Trust as the beneficial owner of the assets placed in the Temporary
Account (until such time as any such assets are transferred to the Fund). All costs and risks
associated with the holding and transfer of assets held in a Temporary Account. shall be borne by such
Participating Trust. The Trustee shall prepare a schedule showing the interest of such Participating
Trust in the Temporary Account, and shall hold such schedule as part of its permanent records.
(b) The Trustee shall transfer amounts from the Temporary Account to the
Investment Trust to effect admissions as of succeeding Valuation Dates, in each case based upon the
Fund values as of such respective Valuation Dates until the full investment by the Participating Trust
has been invested in the Fund. The amounts so transferred shall include income allocated to the
assets invested in the Temporary Account.
(c) The value of any asset held in a Temporary Account shall be excluded in
determining the basis upon which admissions to and withdrawals from the Investment Trust are made
pursuant to Article 2 hereof For all other purposes hereunder, however, including, without
limitation, the settlement of the accounts of, or the payment of compensation to, the Trustee, each
Temporary Account shall be deemed to be a part of the Investment Trust.
3.10 Income, Gains, and Losses. Unless the written characteristics of a Fund
referred to in Section3.01(a) hereof provide otherwise, all net income and realized capital gains of
a Fund shall be accumulated and added to the principal of the Fund at the convenience of the Trustee,
and invested and reinvested as a part thereof
(a) The net income of any Fund that provides for distribution of the same shall
include all dividends, interest, and other income which the Trustee may determine under generally
accepted accounting principles properly to be included in income collected or accrued with respect
to the period beginning immediately after the close of business on a Valuation Date and ending. at the
close of business on the next succeeding Valuation Date, less any allocable expenses, charges,
reserves, or other liabilities that are appropriate deductions under generally accepted accounting
principles. The Trustee's reasonable determination of the allocation of such deductions among Funds
shall be conclusive. Capital gains and losses realized by a Fund shall not be considered in computing
net income.
(b) The Trustee shall determine the interest of each Participating Trust holding
Units of a Fund that provides for distribution of net income or realized capital gains in such net
income or realized capital gains (referred to collectively in the following provisions of this Section
3.10 as "income") as of each Valuation Date. The Trustee shall make this determination by dividing
the total amount of such income by the total number of Units of such Fund as of the next preceding
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Valuation Date, and multiplying the income per Unit so obtained by the total number of Units
beneficially owned by the Participating Trust as of such preceding Valuation Date.
( c) If accrued but uncollected income is distributed to a Participating Trust
in connection with a withdrawal or distribution of income and such accrued income is not actually
collected by the Trustee in whole or in part when it should have been paid, the Trustee shall have the
right at any time thereafter to charge to and recover from such Participating Trust, or the beneficiaries
thereof, the amount so distributed but not actually collected.
(d) Except as may be required in connection with any tax or information return
to be filed by the Investment Trust, the Trustee shall not be required to account for any distinction
between the income and the principal of the Investment Trust beyond such accounting as may be
required to comply with this Section 3.10
ARTICLE 4. ACCOUNTING. RECORDS, AND REPORTS
4.01 J.lniU. The Trustee shall divide each Fund into Units of participation for
purposes of recording the beneficial interest of the Participating Trusts in the Investment Trust. Each
Unit of each Fund shall represent a proportionate, undivided interest in the Fund, 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 of a Fund either by dividing the Units into a
greater number of Units oflesser 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.
4.02 No Certificates. No transferable certificate shall be issued to evidence the
interest of any Participating Trust in the Investment Trust or any Liquidating or Temporary Account.
However, a non-transferable certificate of participation may be issued to each Participating Trust
having an interest in either a Liquidating or Temporary Account describing the assets held in such
account and the Participating Trust's proportionate interest therein.
403 Valuation of Units. As of each Valuation Date, the Trustee shall determine
the value of the Units of each Fund in accordance with the following procedures:
(a) The Trustee shall determine the value of the assets of each Fund in
accordance with the rules set forth in Section 4.04 of this Declaration of Trust. Except as provided
below, 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 4.03 ( a)
any expenses, charges, or other liabilities incurred or accrued by the Fund 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, charges, and liabilities among Funds
shall be conclusive and binding on all Participating Trusts.
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( c) The Trustee shall divide the net value of the Fund assets determined
pursuant to Sections 4.03(a) and (b) by the total number of Units of the Fund in existence as of the
relevant Valuation Date. The Trustee shall have a reasonable period of time, not extending beyond
the earlier of (i) the opening of business on the next Valuation Date, or (ii) ten business days
following the Valuation Date for.which Unit values are being determined, within which to determine
the value of the Units of a Fund and the aggregate value of the beneficial interest of each Participating
Trust in such Fund.
404 Valuation of Assets. Subject to the following provisions of this Section 4.04,
the Trustee shall value the assets of the Investment Trust at market value (as of the normal close of
trading on the New York Stock Exchange every day such Exchange is open) 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 in accordance with procedures consistently followed and uniformly
applied.
(a) Portfolio securities (including ADR's and other depositary receipts), which
are traded on a stock exchange, shall be valued at the last sale price on such exchange where market
quotations for such securities are readily available or, lacking any sales, at the last available bid price.
If traded on more than one exchange, such securities shall be valued at the last sale price on the
exchange designated by the Trustee as the primary market for such securities. Portfolio securities
that are traded over the counter, and for which market quotations are readily available, shall be valued
at the last reported sale price in such market.
(b) Portfolio securities (including restricted securities that are subject to
limitations on resale) and other Investment Trust assets for which market quotations are not readily
available, or which quotations are not considered to represent market value, shall be valued at fair
value as determined by the Trustee in accordance with procedures consistently followed and
uniformly applied.
(c) Fixed-income secuntles shall be valued at prices obtained from a
recognized pricing service, when such prices are available. In other cases, and when the Trustee
considers it appropriate, such securities shall be valued at the mean between the representative quoted
bid and asked prices (or, ifnot available, at such prices for comparable securities).
(d) Securities with original maturities of one year or less having 60 days or less
to maturity are either valued at cost plus accrued interest (if any) and, where applicable, adjusted for
amortization of premium or accretion of discount, or amortized to maturity based on their cost if
acquired within 60 days of maturity or, ifalready held on the 60th day, based on the value determined
on the 61st day. Forward currency contracts are valued at the mean of representative quoted bid and
asked prices.
(e) Portfolio securities and other assets of the Investment Trust (as well as
liabilities of the Investment Trust), initially expressed in terms offoreign currencies, shall be translated
l\LEGAL\CGTC\TRUSTS\ERISA2TR. WPD
12
into U.S. dollars at the market rates prevailing on the Valuation Date.
(f) 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.
(g) 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.
(h) 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.
(i) 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.
4.05 Accounting Rules. Except as otherwise provided under Section 4.03 above,
the Trustee shall account for the financial operations of the Investment Trust, including any
Liquidating or Temporary Account established thereunder, on an accrual basis, in accordance with
generally accepted accounting principles. The fiscal year of the Investment Trust shall be the calendar
year.
4.06 EJq>enses and Taxes. The Trustee may charge to the Investment Trust (i) the
cost of money borrowed, (ii) costs, commissions, income taxes, withholding taxes, transfer and other
taxes and expenses associated with the holding, purchase and/or sale, and receipt of income from,
investments, (iii) the reasonable expenses of an audit of the Investment Trust by independent public
accountants, (iv) reasonable attorneys' fees and litigation expenses, and (v) any other expense, claim,
or charge properly payable from the Investment Trust under this Declaration of Trust or applicable
law.
4 07 Records. Audits. The Trustee shall keep such records as it deems necessary
or advisable in its sole discretion to account properly for the operation and administration of the
Investment Trust. At least once during each period of twelve months, the Trustee shall cause a
suitable audit to be made of the Investment Trust and each Fund which has Participating Trusts by
auditors responsible only to the board of directors of the Trustee.
4.08 Financial Reports. After the close of each fiscal year of the Investment Trust,
and after the termination of the Investment Trust or any Fund which has Participating Trusts, the
Trustee shall prepare a written financial report, based on the audits referred to in Section 4.07 of this
Declaration of Trust, containing such information as may be required by applicable law and
J:\LEGAL\CGTC\TRUSTS\ERISA2TR.WPD
13
regulations.
(a) A copy of the report shall be furnished, or notice given that a copy thereof
is available and will be furnished without charge on request, to each person to whom a regular
periodic accounting would ordinarily be rendered with respect to each Participating Trust. In
addition, a copy of the report shall be furnished on request to any person and the Trustee may make
a reasonable charge therefor.
(b) If no objections to specific items in the financial report are filed with the
Trustee within ninety days after the report is sent by the Trustee, the report shall be deemed to have
been approved with the same effect as though judicially approved by a court of competent jurisdiction
in a proceeding in which all persons interested were made parties and were properly represented
before such court, and, to the fullest extent permitted by applicable law, the Trustee shall be released
and discharged from liability and accountability with respect to the propriety of its acts and
transactions disclosed in the report. The Trustee nevertheless shall have the right to a settlement of
its accounts in a judicial proceeding if it so elects.
4.09 Government Filing. The Trustee intends to file directly with the u.s.
Department of Labor the information called for by Department of Labor regulations under Section
103(b)(4) of ERISA (29 C.F.R. Section 2520.103-9).
ARTICLE 5. CONCERNING THE TRUSTEE
5.01 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 Investment 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.
5.02 Limitation on Liability. The Trustee shall not be liable for any loss sustained
by the Investment Trust by reason of the purchase, retention, sale, or exchange of any investment in
good faith and in accordance with this Declaration of Trust and applicable law. Except as otherwise
provided by applicable law, the Trustee shall not be liable for any mistake made in good faith and in
the exercise of due care in the administration of the Investment Trust if, promptly after discovering
the mistake, the Trustee takes whatever action may be practicable under the circumstances to remedy
the mistake.
2.Q1 Trustee Compensation. The Trustee may charge and pay from the Investment
Trust reasonable compensation for its services in managing and administering the Investment Trust.
Notwithstanding the foregoing, in no event shall the fractional part of the Trustee's compensation
proportionate to the interest of each Participating Trust, when added to any other compensation
charged by the Trustee to a Participating Trust, exceed the total amount of compensation which
J:\LEGAL\CGTC\TRUSTS\ERISA2TR. WPD
14
would have been charged to such Participating Trust if (i) no assets of such Participating Trust had
been invested in the Investment Trust, and (ii) the same services were provided directly to the
Participating Trust as are provided indirectly to such Participating Trust through the Investment
Trust.
5.04 Trustee's Authority. No person dealing with the Trustee shall be under any
obligation to inquire regarding the authority of the Trustee, the validity or propriety of any
transaction, or the application of any payment made to the Trustee.
2M. Advice of Counsel. The Trustee may consult with legal counsel of its choosing
with respect to the interpretation of this Declaration of Trust, the Trustee's rights or responsibilities
hereunder, any legal proceeding or question oflaw, or any act the Trustee proposes to take or omit,
and may pay such counsel reasonable compensation from the Investment Trust. The Trustee shall
not be liable for any action taken or omitted in good faith pursuant to the advice of such counsel.
5.06 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.
5.07 Reliance on Communications. The Trustee shall be fully protected in acting
upon any instrument, certificate, or document believed by it to be genuine and to be signed or
presented by the proper person or persons. The Trustee shall have no duty to make an investigation
or inquiry as to any statement contained in any such writing, but may accept the same as conclusive
evidence of the truth and accuracy of the statements therein contained.
5.08 Action l?y Trustee. The Trustee may exercise its rights and powers and
perform its duties hereunder through such of its officers and employees as shall be authorized to
perform such functions by the Trustee's board of directors through general or specific resolutions.
However, Capital Guardian solely shall be responsible for the performance of all rights and
responsibilities conferred on it as Trustee hereunder, and no such officer or employee individually
shall be deemed to have any fiduciary authority or responsibility with respect to the Investment Trust.
5.09 Acknowledgment ofFiduciaty Status. The Trustee acknowledges that it is a
fiduciary (within the meaning of Section 3 (21) of ERISA) with respect to each Participating Trust
that is subject to ERISA.
ARTICLE 6. AMENDMENT. TERMINATION MERGER AND REORGANIZATION
6.01 Amendment. The Trustee may amend this Declaration of Trust at any time.
Any such amendment shall take effect as of the date specified by the Trustee. However, any
amendment materially changing the investment policy or objective of a Fund shall be effective no
J:\LEGAL\CGTC\TRUSTS\ERISA2TR. WPD
15
earlier than the Valuation Date that is at least thirty days after the Trustee gives notice of such
amendment in accordance with Section 6.04 hereof
602 Termination. The Trustee may terminate the Investment Trust or any Fund
or Funds at any time. In such event, the assets of the Investment Trust or the affected Fund shall be
administered and distributed as if it were a Liquidating Account.
6.03 Mer,jer and Reorganization. Capital Guardian may cause any Fund or Funds
to be merged or consolidated or split up or subdivided or reorganized in a transaction (herein referred
to for convenience as a "merger") involving any other Fund or any other collective investment fund
or funds maintained by Capital Guardian or a Bank outside of this Declaration of Trust.
(a) Any such merger shall take effect no, earlier than as of a Valuation Date
which is at least thirty days after notice has been given to an authorized representative of each
affected Participating Trust.. If any Participating Trust notifies Capital Guardian of its objection to
the merger no later than a specified date prior to the Valuation Date as of which the merger is to be
effected, which date shall be reasonably determined by the Trustee in its discretion, the interest of
such Participating Trust shall be withdrawn from each Fund involved in the merger as of such
Valuation Date.
(b) The value of the beneficial interest of each Participating Trust in any Fund
resulting from the merger shall be no less than the aggregate value of such Participating Trust's
beneficial..interest in all of the affected Funds immediately prior to the merger. After the Valuation
Date as of which the merger is effected pursuant to the foregoing procedures, the merger shall be
binding upon all Participating Trusts having an interest in each Fund resulting from the merger and
upon all fiduciaries and beneficiaries of such Participating Trusts.
6.04 Notices. The Trustee shall give written notice of any amendment materially
changing the investment policy or objective of a Fund, or of the termination or reorganization of the
Investment Trust or any Fund, to each person to whom a regular periodic accounting would
ordinarily be rendered with respect to each affected Participating Trust. Any such notice or other
notice or communication required or permitted hereunder shall be deemed to have been given at the
later of the time (i) the Trustee delivers the notice personally or mails the notice first class, postage
prepaid, registered, or certified to the address of the appropriate recipient as shown on the Trustee's
records, or (ii) provided in the instrument governing the relationship between Capital Guardian or a
Bank and the Participating Trust.
ARTICLE 7. GENERAL PROVISIONS
7 01 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 Investment Trust which
equitably belongs to a Participating Trust, other than that portion required for taxes (if any),
J:\LEGAL\CGTC\TRUSTS\ERISA2TR. WPD
16
reasonable expenses incurred in the administration of the Investment Trust, and Trustee compensation
as permitted by this Declaration of Trust and applicable law, 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 Investment Trust.
(c) No part of the Investment Trust which 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 individual,
employee, or beneficiary thereof
(d) Notwithstanding anything to the contrary in this Section 7.01, the assets
of any Participating Trust established by or in connection With a plan described in Section 457 of the
Code shall be subject to the claims of general creditors of the sponsoring employer of such plan solely
to the extent necessary to maintain the plan's qualification under said Section 457.
7.02 Governing Law. This Declaration of Trust shall be construed, and the
Investment Trust and each Fund shall be administered, in accordance with ERISA and other
applicable federal law and, to the extent not preempted by the foregoing, the laws of the State of
California.
7.03 Situs of Investment Trust. The Investment Trust, including each Fund
established hereunder, is created and shall be held, managed, administered, and maintained at all times
as a domestic trust in the United States.
7.04 Inspection. A copy of this Declaration of Trust and the written characteristics
of each Fund shall be kept on file at the principal office of the Trustee, available for inspection during
normal business hours. A copy of this Declaration of Trust and such written characteristics shall be
sent upon request to each person to whom a regular periodic accounting would be rendered with
respect to each Participating Trust, and shall be furnished to any other person upon request for a
reasonable charge.
7 05 ~. The titles and headings in this Declaration of Trust are for convenience
and reference only, and shall not limit or affect in any manner any provision contained therein.
J:\LEGAL\CGTC\TRUSTS\ERISA2TR. WPD
17
7.06 Invalid Provisions. If any paragraph, section, sentence, clause or phrase
contained in this Declaration of Trust is illegal, null, or void, or against public policy, the remaining
provisions thereof shall not be affected.
2fJl Status of Instrument. This instrument contains the provisions of the
Declaration of Trust and all amendments ~dopted through the date set forth below.
ORIGINAL DATE OF INSTRUMENT: October 26,1976
EFFECTIVE DATE OF THIS
SECOND AMENDMENT AND RESTATEMENT: as of August 15,1999
CAPITAL GUARDIAN TRUST COMPANY
By:
Name:
Title:
\\ (~V)
-~
r-6l>ert Ronus
President ~
~O/
Michael D. Beckman
Senior Vice President and Treasurer
By:
Name:
Title:
J:\LEGAL\CGTC\TRUSTS\ERISA2TR. WPD
18
Fund
No.
001
002
003
004
005
006
007
016
018
2509
2510
2512
9507
9511
9513
Short
Name
USSmC-MF
USFI-MF
NUSE-MF
NUSFI-MF
GE-MF
NUSSmC-MF
USE-MF
USHiYFI-MF
NUSDevE-MF
USBal-MF
USLtdDurFI-MF
USlnvGrdFI-MF
USVGE-MF
USSmCPP-MF
ACWE-MF
CAPITAL GUARDIAN EMPLOYEE BENEFIT INVESTMENT TRUST
EXHIBIT A TO DECLARATION OF TRUST
as of April 16, 2001
DAIL Y VALUED
MASTER FUNDS
DOL
PN
Fund
001 Capital Guardian U.S. Small Capitalization Master Fund
002 Capital Guardian U.S. Fixed-Income Master Fund
003 Capital Guardian International (Non-U.S.) Equity Master Fund
004 Capital Guardian International (Non-U.S.) Fixed-Income Master Fund
005 Capital Guardian Global Equity Master Fund
006 Capital Guardian International (Non-U.S.) Small Capitalization Master Fund
007 Capital Guardian U.S. Equity Master Fund
008 Capital Guardian U.S. High-Yield Fixed-Income Master Fund
009 Capital Guardian Non-U.S. Developed Market Equity Master Fund
010 Capital Guardian U.S. Balanced Master Fund
011 Capital Guardian U.S. Limited Duration Fixed-Income Master Fund
012 Capital Guardian U.S. Investment Grade Fixed-Income Master Fund
013 Capital Guardian U.S. Value-Growth Equity Master Fund
130 Capital Guardian U.S. Small Capitalization Master Fund (Private Placement Eligible)
136 Capital Guardian All Country World (ex-U.S.) Equity Master Fund
252123 BalStratAccts-MF
Balanced Strategy Funds*
2521
2522
2523
BalStratCon-MF
BalStratMod- MF
BalStratGrw- MF
Capital Guardian Balanced Strategy Master Accounts
which incorporates each of the following mandates in one characteristics document:
014
015
016
Capital Guardian Balanced Strategy Master Account: Conservative
Capital Guardian Balanced Strategy Master Account: Moderate
Capital Guardian Balanced Strategy Master Account: Growth
* Currently, characteristics for thesefunds are maintained only (i) in the "combination "form (all 3 mandates in one document)
and (ii) for the Moderate fund, as clients, to date, either participate in all 3 mandates, or just the Moderate.
Fund
No.
001-01
001-06
002-01
003-01
004-01
005-01
006-01
007-01
016-01
018-01
2509-01
2510-01
2512-01
9507-01
[9511-01
9513-01
CAPITAL GUARDIAN EMPLOYEE BENEFIT INVESTMENT TRUST
Short
Name
USSmCap 017
USSmC 018
USFI 019
NUSE 020
NUSFI 021
GE 022
NUSSmC 023
USE 024
USHiYFI 025
NUSDevE 026
USBal
USLtdDurFl
USlnvGrdFl
USVGE
USSmCPP 131
ACWE
DOL
PN
DAILY VALUED
STANDARD FEEDER FUNDS
Fund
027
028
029
030
Capital Guardian U. S. Small Capitalization Fund *
{*TTX is the sole participant in this fund. All future clients are to
invest in the following 001-06 Feeder.}
Capital Guardian U.S. Small Capitalization Fund
Capital Guardian U. S. Fixed-Income Fund
Capital Guardian International (Non-U.S.) Equity Fund
Capital Guardian International (Non-U.S.) Fixed-Income Fund
Capital Guardian Global Equity Fund
Capital Guardian International (Non-U.S.) Small Capitalization Fund
Capital Guardian U. S. Equity Fund
Capital Guardian U.S. High-Yield Fixed-Income Fund
Capital Guardian Non-U.S. Developed Market Equity Fund
Capital Guardian U.S. Balanced Fund
Capital Guardian U.S. Limited Duration Fixed-Income Fund
Capital Guardian U.S. Investment Grade Fixed-Income Fund
Capital Guardian U.S. Value-Growth Equity Fund
Capital Guardian U.S. Small Capitalization Fund (Private Placement Eligible) -on the shelf - check
w/JCP and/or SEE before offering to clients - may be difficult to value the pPsJ
Capital Guardian All Country World (ex-U.S.) Equity Fund
.
137
252123-01 BalStratAccts
Balanced Strategy Funds*
2521-01
2522-01
2523-01
BalStratCon 031
BalStratMod 032
BalStratGrw 033
Capital Guardian Balanced Strategy Accounts
which incorporates each of the following mandates in one characteristics document:
Capital Guardian Balanced Strategy Account: Conservative
Capital Guardian Balanced Strategy Account: Moderate
Capital Guardian Balanced Strategy Account: Growth
*Currently, characteristics for these funds are maintained only (i) in the "combination" form (all 3 mandates in one document)
and (ii) for the Moderate fund, as clients, to date, either participate in all 3 mandates, or just the Moderate.
Exhibit A - 2
CAPITAL GUARDIAN EMPLOYEE BENEFIT INVESTMENT TRUST
Fund
No.
Short
Name
DOL
PN
001-02 USSmCap-DCP 034
001-07 USSmC-DCP 035
002-02 USFI-DCP 036
003-02 NUSE-DCP 037
004-02 NUSFI-DCP 038
005-02 GE-DCP 039
006-02 NUSSmC-DCP 040
007-02 USE-DCP 041
016-02 USHiYFI-DCP 042
018-02 NUSDevE-DCP 043
2509-02 USBal-DCP 044
2510-02 USLtdDurFI-DCP 045
2512-02 USlnvGrdFI- DCP 046
9507 -02 USVGE-DCP 047
[9511-02 USSmCPP-DCP 132
9513-02 ACWE-DCP 138
DAILY VALUED
RECORDKEEPING FEEDER FUNDS
Fund
Capital Guardian U.S. Small Capitalization Fund for Defined Contribution P1ans*
{* Case Corp. is the sole participant in this fund. All future clients
are to invest in the following 001-07 Feeder.}
Capital Guardian U.S. Small Capitalization Fund for Defined Contribution Plans
Capital Guardian U.S. Fixed-Income-Fund for Defined Contribution Plans
Capital Guardian International (Non-U.S.) Equity Fund for Defined Contribution Plans
Capital Guardian International (Non-U.s.) Fixed-Income Fund for Defined Contribution Plans
Capital Guardian Global Equity Fund for Defined Contribution Plans
Capital Guardian International (Non-U. S.) Small Capitalization Fund for Defined Contribution Plans
Capital Guardian U.S. Equity Fund for Defined Contribution Plans
Capital Guardian U. S. High-Yield Fixed-Income Fund for Defined Contribution Plans
Capital Guardian Non-U.S. Developed Market Equity Fund for Defined Contribution Plans
Capital Guardian U. S. Balanced Fund for Defined Contribution Plans
Capital Guardian U.S. Limited Duration Fixed-Income Fund for Defined Contribution Plans
Capital Guardian U.S. Investment Grade Fixed-Income Fund for Defined Contribution Plans
Capital Guardian U.S. Value-Growth Equity Fund for Defined Contribution Plans
Capital Guardian U.S. Small Capitalization Fund (Private Placement Eligible) for Defined
Contribution Plans -on the shelf - check w/JCP and/or SEE before offering to clients -
may be difficult to value the PPs]
Capital Guardian All Country World (ex-U.S.) Equity Fund for Defined Contribution Plans
252123-02 BalStratAccts-DCP
Balanced Strategy Funds*
2521-02 BalStratCon-DCP 048
2522-02 BalStratMod-DCP 049
2523-02 BalStratGrw-DCP 050
Capital Guardian Balanced Strategy Accounts for Defined Contribution Plans
which incorporates each of the following mandates in one characteristics document:
Capital Guardian Balanced Strategy Account: Conservative for Defined Cbntribution Plans
Capital Guardian Balanced Strategy Account: Moderate for Defmed Contribution Plans
Capital Guardian Balanced Strategy Account: Growth for Defmed Contribution Plans
*Currently, characteristics for these funds are maintained only (i) in the "combination" form (all 3 mandates in one document)
and (ii) for the Moderate fund, as clients, to date, either participate in all 3 mandates, or just the Moderate.
Exhibit A - 3
CAPITAL GUARDIAN EMPLOYEE BENEFIT INVESTMENT TRUST
Fund
No.
Short
Name
DOL
PN
001-04 USSmC-RP 051
002-04 USFI-RP 052
003-04 NUSE-RP 053
003-08 NMERB-NUSE-SMV
054
004-04 NUSFI-RP 055
005-04 GE-RP 056
006-04 NUSSmC-RP 057
007-04 USE-RP 058
016-04 USHiYFI-RP 059
018-04 NUSDevE-RP 060
2509-04 USBal-RP 061
2510-04 USLtdDurFI-RP 062
2512-04 USlnvGrdFI- RP 063
9507-04 USVGE-RP 064
9511-04 USSmCPP-RP 133
9513-04 ACWE-RP 139
SEMI-MONTHLY
ENTRIES & WITHDRAWALS
FEEDER FUNDS
("for RETIREMENT PLANS")
Fund
Capital Guardian U.S. Small Capitalization Fund for Retirement Plans
Capital Guardian U.S. Fixed-Income Fund for Retirement Plans
Capital Guardian International (Non-U.S.) Equity Fund for Retirement Plans
New Mexico Educational Retirement Board International (Non-U .S.) Equity Fund - Semi-Monthly
Valued
Capital Guardian International (Non-U.S.) Fixed-Income Fund for Retirement Plans
Capital Guardian Global Equity Fund for Retirement Plans
Capital Guardian International (Non-U.S.) Small Capitalization Fund for Retirement Plans
Capital Guardian U.S. Equity Fund for Retirement Plans
Capital Guardian U.S. High-Yield Fixed-Income Fund for Retirement Plans
Capital Guardian Non-U .S. Developed Market Equity Fund for Retirement Plans
Capital Guardian U. S. Balanced Fund for Retirement Plans
Capital Guardian U.S. Limited Duration Fixed-Income Fund for Retirement Plans
Capital Guardian U.S. Investment Grade Fixed-Income Fund for Retirement Plans
Capital Guardian U.S. Value-Growth Equity Fund for Retirement Plans
Capital Guardian U.S. Small Capitalization Fund (Private Placement Eligible) for Retirement Plans
Capital Guardian All Country World (ex-U.S.) Equity Fund for Retirement Plans
Exhibit A - 4
Fund
No.
Short
Name
001-05 USSmC-I.I. 065
002-05 USFI-I.I. 066
003-05 NUSE-I.1. 067
004-05 NUSFI-I.I. 068
005-05 GE-I.I. 069
006-05 NUSSmC-I.1. 070
007-05 USE-I. I. 071
016-05 USHiYFI-I.1. 072
018-05 NUSDevE-I.1. 073
2509-05 USBal-l.1. 074
2510-05 USLtdDurFI-I.1. 075
2512-05 USlnvGrdFI-I.1. 076
9507-05 USVGE-I.1. 077
[9511-05 USSmCPP-I.I, 134
9513-05 ACWE-I.1. 140
CAPITAL GUARDIAN EMPLOYEE BENEFIT INVESTMENT TRUST
DAIL Y VALUED
INSTITUTIONAL INVESTOR FEEDER FUNDS
DOL
PN Fund
Capital Guardian U.S. Small Capitalization Fund for Institutional Investors
Capital Guardian U.S. Fixed-Income Fund for Institutional Investors
Capital Guardian International (Non-U.S.) Equity Fund for Institutional Investors
Capital Guardian International (Non-U.S.) Fixed-Income Fund for Institutional Investors
Capital Guardian Global Equity Fund for Institutional Investors
Capital Guardian International (Non-U.S.) Small Capitalization Fund for Institutional Investors
Capital Guardian U. S. Equity Fund for Institutional Investors
Capital Guardian U.S. High-Yield Fixed-Income Fund for Institutional Investors
Capital Guardian Non-U.S. Developed Market Equity Fund for Institutional Investors
Capital Guardian U.S. Balanced Fund for Institutional Investors
Capital Guardian U.S. Limited Duration Fixed-Income Fund for Institutional Investors
Capital Guardian U.S. Investment Grade Fixed-Income Fund for Institutional Investors
Capital Guardian U.S. Value-Growth Equity Fund for Institutional Investors
Capital Guardian U.S. Small Capitalization Fund (Private Placement Eligible) for Institutional Investors
-on the shelf - check w/JCP and/or SEE before offering to clients -
may be difficult to value the PPs]
Capital Guardian All Country World (ex-U.S.) Equity Fund for Institutional Investors
252123-05 BalStratAccts- I. I.
Balanced Strategy Funds*
2521-05 BalStratCon-l.1.
2522-05 BalStratMod-.I.1.
2523-05 BalStratGrw-l.1.
Capital Guardian Balanced Strategy Accounts for Institutional Investors
which incorporates each of the following mandates in one characteristics document:
078 Capital Guardian Balanced Strategy Account: Conservative for Institutional Investors
079 Capital Guardian Balanced Strategy Account: Moderate for Institutional Investors
080 Capital Guardian Balanced Strategy Account: Growth for Institutional Investors
*Currently, characteristics for these funds are maintained only (i) in the "combination "form (all 3 mandates in one document)
and (ii) for the Moderate fund, as clients, to date. either participate in all 3 mandates, or just the Moderate.
Exhibit A - 5
Fund Short
No. Name
DOL
PN
008 TimesNUSE-SMV 081
011 Gcnvrt-SMV 082
012 GFI-SMV 083
015 USMidC-SMV 084
017 EMOps-SMV 085
019 USVE-SMV 086
9500 GHiYFI-SMV 087
9501 USDERP-SMV 088
9502 NUSDERP-SMV 089
9503 USCERP-SMV 090
9504 NUSCERP-SMV 091
9505 GDERP-SMV 092
9506 GCERP-SMV 093
CAPITAL GUARDIAN EMPLOYEE BENEFIT INVESTMENT TRUST
SEMI-MONTHLY VALUED FUNDS
Fund
Times Mirror International (Non-U.S.) Equity Fund - Semi-Monthly Valued
Capital Guardian Global Convertible Fund - Semi-Monthly Valued
Capital Guardian Global Fixed-Income Fund - Semi-Monthly Valued
Capital Guardian U.S. Mid-Capitalization Fund - Semi-Monthly Valued
Capital Guardian Emerging Opportunities Fund - Semi-Monthly Valued
Capital Guardian U.S. Value Equity Fund - Semi-Monthly Valued
Capital Guardian Global High-Yield Fixed-Income Fund - Semi-Monthly Valued
Capital Guardian U.S. Diversified Equity Research Portfolio Fund - Semi-Monthly Valued
Capital Guardian International (Non-U.S.) Diversified Equity Research Portfolio Fund - Semi-Monthly
Valued
Capital Guardian U.S. Concentrated Equity Research Portfolio Fund - Semi-Monthly Valued
Capital Guardian International (Non-U. S.) Concentrated Equity Research Portfolio Fund - Semi-Monthly
Valued
Capital Guardian Global Diversified Equity Research Portfolio Fund - Semi-Monthly Valued
Capital Guardian Global Concentrated Equity Research Portfolio Fund - Semi-Monthly Valued
Exhibit A - 6