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EMPLOYEE BENEFIT INVESTMENT TRUST TERMS AND CONDITIONS CAPITAL GUARDIAN U.S. EQUITY FUND for RETIREMENT PLANS CHARACTERISTICS CAPITAL GUARDIAN EMPLOYEE BENEFIT INVESTMENT TRUST TERMS AND CONDITIONS May 8, 2001 CAPITAL GUARDIAN TRUST COMPANY 333 South Hope Street Los Angeles, California 90071 INTRODUCTION These characteristics present information you should know before investing in the Capital Guardian U.S. Equity Fund for Retirement Plans (the "Fund"), including information regarding the Fund's investment objectives and guidelines. These characteristics should be retained for future reference. The Fund is a pooled investment fund established within the Capital Guardian Employee Benefit Investment Trust, a commingled trust (the "Trust"). Capital Guardian Trust Company, a California state-chartered trust company ("CGTC"), whose business is to provide investment management, trust and other fiduciary services, serves as trustee ofthe Trust and manages the Fund's investments. The Fund seeks to achieve its investment objectives by investing in another pooled investment fund with investment objectives identical to those ofthe Fund (the "Master Fund"). CGTC also acts as trustee and investment manager for the Master Fund. The Fund will not invest in individual securities, and as such the Fund's investment results will depend upon the results of the Master Fund in which it invests. INVESTMENT OBJECTIVES AND GUIDELINES The investment objective ofthe Fund and the Master Fund is to seek long-term growth of capital and income through investments in a portfolio comprised primarily of equity securities of U.S. issuers and securities whose principal markets are in the U.S. (including ADRs and other U.S. registered foreign securities). The Master Fund normally will invest in a portfolio consisting primarily of common stocks (or securities convertible or exchangeable into common stocks) and preferred stocks of companies with market capitalization greater than $1 billion at the time of purchase. Although the Master Fund intends to concentrate its investments in such issues, the Master Fund may invest in cash, cash equivalents and government securities when prevailing market and economic conditions indicate that it is desirable to do so. CG 007-04 Although the Master Fund does not intend to seek short-term profits, securities in the Master Fund's portfolio will be sold whenever the Master Fund believes it is appropriate to do so without regard to the length of time a particular security may have been held. The Master Fund may (i) purchase securities issued by an employer or an affiliate of an employer which has established a participating trust and (ii) invest in other pooled investment funds established under the Trust having investment objectives and guidelines which are consistent with the Master Fund including up to 10% at the time of purchase in the Capital Guardian U.S. Small Capitalization Master Fund. Consistent with the Master Fund's objectives, it may from time to time purchase derivative securities to, among other reasons, provide liquidity, provide exposure not otherwise available, manage risk and implement investment strategies in a more efficient manner. Derivatives will not be used, however, to leverage the Master Fund's exposure above its total net assets. FEES AND EXPENSES There is no sales charge for the Fund. CGTC will not charge a special or separate fee to the Fund for investment management of the Fund, but will be entitled to the customary fees it would otherwise receive from, or on behalf of, each participating trust. An annual administrative expense for processing participating trust transactions, which will be the lesser of .0025% ofthe total net assets or $10,000, will be charged to the Fund. Other administrative expenses for custody and investment- related costs, audit, and Trust administration will be charged to the Fund in an equitable manner. No additional fees or expenses are charged by the Master Fund. CG 007-04 2 INCOME AND CAPITAL GAINS The net income and realized and unrealized gains or losses of the Master Fund will be retained in the Master Fund and will be reflected in computing the unit values of the Fund and the Master Fund. VALUATION The Fund and the Master Fund will be valued at the normal close of trading on the New York Stock Exchange every day the Exchange is open (a "Business Day"). The portfolio holdings will be valued at market value or, in the absence of readily available market quotations, at fair value, as determined in good faith pursuant to methods prescribed or approved by CGTC and as more specifically described in the Trust's governing declaration of trust (the "Declaration of Trust"). The unit values of the Fund and Master Fund are the current values of their total assets, less all of their liabilities, divided by their total number of units, and then rounded to the nearer cent. ADMISSIONS AND WITHDRAWALS Investors may participate in the Fund by transferring assets to CGTC as trustee of the Trust. In accordance with the procedures set forth in the Declaration of Trust and upon at least 5 Business Days prior written notice, admissions and withdrawals generally may be effected on (i) the last Business Day of each month and (ii) the 15th (or last Business Day prior to the 15th) ofa month, at the unit values determined on such dates. Wire proceeds are due on the fIrst Business Day following an admission date. Withdrawal proceeds will be paid promptly following receipt of a proper withdrawal request, although under extraordinary circumstances, CGTC may temporarily delay payment or pay the redemption price in portfolio securities. CG 007-04 3 INVESTMENT SUPERVISION As trustee of the Trust, CGTC is solely responsible for every phase of its operation. CGTC's Investment Committee maintains continuous supervision over all securities and portfolio holdings of the Master Fund, and it makes all investment decisions within (i) the investment objectives of the Fund and the Master Fund, (ii) the guidelines of the Master Fund, as well as (iii) the terms of the Declaration of Trust. MUL TIPLE PORTFOLIO MANAGER SYSTEM The basic investment philosophy of CGTC is to seek fundamental values at reasonable prices, using a system of multiple portfolio managers. Under this system, the portfolio of the Master Fund is divided into segments, which are assigned to individual managers. Each manager decides how the segment will be invested (within the limits provided by the Master Fund's objectives and guidelines and by the CGTC Investment Committee). In addition, CGTC's research professionals may make investment decisions for one or more segments of the Master Fund. CUSTODY CGTC, as trustee of the Trust, has engaged Chase Manhattan Bank to act as its agent for custody of the portfolio holdings of the Master Fund. AUDIT In addition to the customary examination of fiduciary accounts by the California Department of Financial Institutions ("CDFf'), the Trust will be audited annually by independent auditors selected by and responsible solely to the Examining Committee of the Board of Directors of CGTC. Deloitte & Touche has been designated as the independent audit firm for each of the pooled investment funds established under the Trust. CG 007-04 4 FINANCIAL REPORTS The detailed audited fmancial statements of the operation and status of the Fund and the Master Fund will be prepared annually as of December 31, the end of their fiscal year. CGTC, as trustee, will file the required reports of financial condition with the Secretary of Labor. The financial statements for the Fund and the Master Fund will be provided to the trustees, administrators and participating retirement plans with a certification that the reports required under the Employee Retirement Income Security Act of 1974 ("ERISA") have been or will be filed with the Secretary of Labor. The Fund and the Master Fund will be maintained on an accrual accounting basis. ADDITIONAL INFORMATION . The Trust: The Trust, which is qualified as a "group trust" under Internal Revenue Service Revenue Ruling 81-100 (a "Group Trust") and exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986 as amended from time to time (the "Code"), was created for the purpose of collectively investing assets of (i) tax-exempt employee benefit trusts which qualify under Section 401(a) of the Code and are exempt from federal income taxation under Section 501(a) of the Code, (ii) plans or governmental units described in Section 818(a)(6) of the Code, (iii) separate accounts maintained in connection with a contract of an insurance company which consist solely ofthe assets of trusts and plans described under (i) and (ii) above, and (iv) other common, collective or commingled trust funds consisting solely of the assets of trusts and plans described under (i), (ii) and (iii) above which are tax-exempt under Section 501(a) of the Code by reason of. qualifying as a Group Trust, and for which CGTC acts as trustee, co-trustee, investment manager or agent for the trustee. The terms of the Declaration of Trust are incorporated herein by CG 007-04 5 reference, subject to these characteristics. Reference to the Declaration of Trust should be made for a complete statement of its terms and provisions. . Other Investors and Results: Eligible investors, including individual client accounts and other master and feeder funds established and maintained under the Trust, will also invest directly or indirectly in the Master Fund. Investment results will vary among eligible investors based upon differing fees and expenses which are charged to the feeder funds or directly to individual client accounts, and which differ due to, for example, the types of services provided, the investment mandates, assets under management or "grandfathered" fee arrangements. . CGTC's Status as an Investment Manager and Adviser: COTC is an investment manager within the meaning of Section 3(38) of ERISA. As stated above COTC is a state-chartered trust company, and is authorized by the CDFI to carry on a trust banking business. Finally, COTC is also registered with the U.S. Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940. . Financial Reports and Other Information: Additional information regarding other master and feeder funds participating in the Master Fund, the Master Fund's objectives and guidelines, as well as copies of financial statements and the Declaration of Trust, are available upon request to COTC's principal office at 333 South Hope Street, Los Angeles, California 90071. CG 007-04 6