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LETTER REGARDING CROSS-TRADING PROGRAMS / / Dear Participant: Consistent with our ongoing efforts to meet the needs of our clients and to enhance the performance of our funds, Northern Trust has obtained the necessary exemptive relief to participate in cross-trading programs. In order to ensure we maintain proper documentation as required by the Department of Labor enclosed you will fInd two attachments describing our internal securities cross-trading programs under certain Department of Labor exemptions that will be implemented sequentially. Attachment A describes the cross-trading program that was initiated in 2004 for the NTGI-QM funds described in Exhibit A of the attachment. This program relies on a private prohibited transaction exemption previously granted to The Northern Trust Company, Northern Trust Investments' affiliate. Please review the information provided in the attachment. Attachment B describes the Cross-Trading program that operates pursuant to the Class Exemption for cross-trading. We anticipate that by the end of 2007, subject to receipt of all required consents, we will rely on the class exemption for ~rossing of all listed funds, as described in Attachment B. The cross-trading program for the NTI funds crossing under the private exemption will at that time be integrated with the program that operates pursuant to the Department of Labor Class Exemption (Exhibit B). Under the class exemption the DOL however requires afftrmative consent from each participating plan. Please sign Attachment B and return to your Investment Relationship Manager as soon as possible. If you subsequently wish to terminate your participation in the cross-trading program please notify us in writing by returning the attached termination form (Exhibit D to Attachment B). Upon receipt of this notice, you will be withdrawn from the participating fund in which you are invested without penalty, within such time as may be reasonably necessary to effectuate the withdrawal in an orderly manner. On behalf of Northern Trust Investments, N.A., we would like to take this opportunity to thank you for your continued participation in our funds. We look forward to serving your investment needs in the future. Please feel free to contact your Investment Relationship Manager with any questions. Northern Trust Investments, N.A. Attachments Attachment A Crossing Notice-Private Exemption Northern Trust Investments, N.A. participates in a cross-trading program pursuant to the private prohibited transaction exemption originally granted by the Department of Labor to its affiliate, The Northern Trust Company, in 1994 (PTE 94-36). The NTGI-QM funds listed on Exhibit A will be eligible to participate in this cross-trading program. The exemption allows for internal cross trades of securities of the listed funds with other eligible funds and eligible accounts for which NTI is engaged in portfolio restructuring. The funds and accounts will incur no commission costs and cross-trades will be executed at exchange-based closing prices on the day of trading, unless the stock was added to or deleted from an index underlying a fund or funds after the close of trading, in which event the price will be the opening price for the stock on the next business day after the announcement of the addition or deletion. NTI will retain records documenting each cross-trade transaction and will use Reuters/Bridge as the primary independent pricing service; Bloomberg LP and IDSI Services will serve as secondary independent pricing services. All cross-trades will be conducted on a weekly basis, subject to a schedule predetermined by Northern Trust Investments, N.A., a copy of which is attached hereto as Exhibit B, and will only occur subsequent to one of the following "triggering events": 1. A change in the composition or weighting of the index underlying a fund by the organization creating and maintaining the index; 2. A change in the composition or weighting of a portfolio used for a "model-driven"* fund which results from an independent fiduciary's decision to exclude certain stocks or types of stocks from the fund even though such stocks are part of the index used by the Fund; 3. A change in the overall level of investment in a fund as a result of investments and withdrawals made on the fund's regularly scheduled "opening date"(this triggering event will not apply if the need to buy or sell in a fund is due to transactions involving benefits plans of Northem Trust or its affiliates) and 4. NTI declares and reflects in its records that a fund's accumulation of cash from dividend's and/or tender offers for portfolio securities (equal to not more than .2% of the fund's total value). Each cross-trading opportunity will be allocated among competing funds and eligible accounts on a pro rata basis. Investment decisions for each of the funds and accounts, including decisions regarding which securities to buy or sell, how much of a security to buy or sell, and when to execute a sale or purchase of securities for a fund or account, will not be based in whole or in part on the availability of cross-trading opportunities. Rather, such investment decisions will be made prior to the identification and determination of any cross-trade opportunities. * A "model-driven" fund is an investment fund, account or portfolio sponsored, maintained and/ or trusteed by The Northern Trust Company, or an affiliate, including NTI, which is based on computer models using prescribed objective criteria to transform an eligible stock index. Exhibit A Funds Eligible for Internal Cross Trading Under Department of Labor Private Exemption (PTE 94-36) NTGI-OM Collective Funds NTGI-QM Collective Daily S&P 500 Equity Index Fund - Lending NTGI-QM Collective Daily Russell 1000 Index Fund - Lending NTGI-QM Collective Daily Russell 1000 Value Index Fund - Lending NTGI-QM Collective Daily Russell 1000 Growth Index Fund - Lending NTGI-QM Collective Daily Russell 2000 Index Fund - Lending NTGI-QM Collective Daily Russell 2000 Growth Index Fund - Lending NTGI-QM Collective Daily Russell 2000 Value Index Fund - Lending NTGI-QM Collective Daily S&P MidCap 400 Index Fund - Lending NTGI-QM Collective Daily EAFE Index Fund - Lending NTGI-OM Common Funds NTGI-QM Common Daily US MarketCap Equity Index Fund - Lending NTGI-QM Common Daily S&P MidCap 400 Equity Index Fund - Lending NTGI-QM Common Daily All Country World Index (ACWI) ex-US Fund - Lending NTGI-QM Common Daily Russell 1000 Growth Index Fund - Lending April ednesday,January 3, 2007 Wednesday, April 4, 2007 onday, January 12,2007 Friday, April 13, 2007 ednesday, January 24, 2007 Wednesday, April 18, 2007 ednesday, January 31, 007 Monday, April 30, 2007 May Wednesday, May 9, 2007 hursday, February 15, 2007 Tuesday, May 15, 2007 ednesday, February 21, 2007 Wednesday, May 23, 2007 ednesday, February 28, 007 Thursday, May 31, 2007 June ednesday, March 7, 2007 Wednesday, June 6, 2007 hursday, March 15,2007 Friday, June 15,2007 ednesday, March 21,2007 Wednesday, June 20, 2007 Friday, March 30, 2007 Friday, June 29, 2007 July Thursday, July 5, 2007 Friday, July 13, 2007 Wednesday, July 18,2007 Tuesday, July 31, 2007 August Wednesday, August 8, 2007 Wednesday, August 15, 2007 Wednesday, August 22, 2007 Friday, August 31, 2007 Exhibit B October Wednesday, October 3, 2007 Monday, October 15, 2007 Wednesday, October 24, 2007 Wednesday, October 31, 2007 November Wednesday, November 7, 2007 Thursday, November 15, 2007 Wednesday, November 21,2007 Friday, November 30, 2007 September December Wednesday, September 5, Wednesday, December 5, 2007 2007 Friday, September 14, Friday, December 14, 2007 2007 Wednesday, September 19 , Wednesday, December 19, 2007 2007 Friday, September 28, Monday, December 31, 2007 2007 Attachment B Crossing Consent-Class Exemption Northern Trust Investments, N.A. currendy utilizes a cross-trading program for NTGI collective and common funds pursuant to the terms of U.S. Department of Labor Class Exemption 2002-12 ("Class Exemption), a copy of which is attached to this notice as Exhibit B. The funds listed on Exhibit ACare currendy participating in the Class Exemption Crossing Program.,We anticipate that by the end of 2007, this program will be expanded to encompass the NTGI-QM funds listed on Exhibit A2_ which have previously participated in a separate crossing program pursuant to a private prohibited transaction exemption (PTE 94-36). This expansion is subject to the receipt of all required client consents. The Class Exemption allows for internal cross trades of securities of the listed funds with other eligible funds and with other eligible accounts for which NTI is engaged in portfolio restructuring. The funds and accounts will incur no commission costs and cross-trades will be executed at exchange-based closing prices on the day of the cross-trade. Investment decisions for each of the funds and accounts, including decisions regarding which securities to buy or sell, how much of a security to buy or sell, and when to execute a sale or purchase of securities for a fund or account, will not be based in whole or in part by NTI on the availability of cross-trading opportunities. Rather, such investment decisions will be made prior to the identification and determination of any cross-trade opportunities. NTI will retain records documenting each cross-trade transaction and will use Reuters/Bridge as the primary independent pricing service; Bloomberg LP and IDSI Services will serve as secondary independent pricing services. In addition, all cross-trades will be conducted on a weekly basis, subject to a schedule predetermined by Northern Trust Investments, N.A., a copy of which is attached hereto as Exhibit C, and will only occur subsequent to one of the following "triggering events": 1. A change in the composltJ.on or weighting of the index underlying a fund by the organization creating and maintaining the index. 2. A material change in the overall level of investment in a fund as a result of net investments in and net withdrawals from the fund where the total of the net withdrawals does not exceed the cash reserve in the fund. 3. A material accumulation of cash in a fund attributable to dividends on and/or tender offers for securities held by the fund. NTI in its discretion will determine materiality for item 2 above based on pending changes in an index, anticipated withdrawals or admissions(including in-kind admissions or withdrawals), market conditions and roll periods for futures contracts, as well as such other parameters as NTI may from time to time deem appropriate. Materiality for item 3 above shall be defined as an accumulation of cash that is 20 basis points or more of the total value of the fund. Although internal cross-trade transactions present the potential for a conflicting division of loyalties and responsibilities on the part of NTI to the parties to such transactions, NTI believes that the practices and procedures to be employed in the operation of the Program will mitigate such conflicts. In addition to the limitations on NTI's discretion in operating the Program contained in the terms of the Class Exemption, in the event that a fund competes for cross-trading opportunities with other funds or accounts in the Program, each such cross-trading opportunity will be allocated among competing funds and accounts on a pro rata basis. You may terminate your participation in the Program as a fund investor and request withdrawal from the Fund by returning the notice of termination form attached hereto as Exhibit D to NT!. Upon receipt of the notice, you will be withdrawn from the fund without penalty, within such time as may be reasonably necessary to effectuate the withdrawal in an orderly manner. By signing below, the independent fiduciary acting on behalf of: BOARD OF TRUSTEES OF THE EMPLOYEES' PENSION PLAN OF THE CITY OF CLEARWATER, FLORIDA . / .~L --/ By: ~~y~ --.-/ Frank V. Hibbard Chairperson ynthia E. Goudeau--:::.---._ ity Clerk Attest: NTI Fund(s), hereby authorizes participation by Fund Investor in the NTI cross-trading program with respect to the funds listed in Exhibits Aland A2. By: of the Fund Investor. , as independent fiduciary acting on behalf Signature: Title: Date: Exhibit A-1 Funds Eligible for Internal Cross Trading Under Department of Labor Class Exemption 2002-12 NTGI-QM Collective Funds NTGI-QM Collective Dail NTG I - M Collective Dail NTGI-QM Collective Dail NTGI-QM Collective Dail NTGI-QM Collective Dail NTGI-QM Collective Dail NTG I - M Collective Dail NTG I - M Collective Dail NTGI-QM Collective Dail NTGI-QM Collective Dail NTGI-QM Collective Dail NTG I - M Collective Dail NTG I -Q M Collective Dail NTGI-QM Collective Dail NTGI-QM Collective Dail Index Fund - Quant Enhanced EAFE Fund - Lendin Quant Enhanced EASEA Fund - Lendin NTGI-QM Collective Dail NTGI-QM Collective Dail NTGI-QM Collective Dail NTGI- M Collective Dail NTGI- M Collective Dail NTGI-QM Collective Dail NTGI- M Collective Dail NTGI- M Collective Dail NTGI-QM Collective Dail Index Fund - Class C Non Lendin Index Fund - Non Lendin NTGI-QM Common Funds Exhibit A-2 Funds Eligible for Internal Cross Trading Under Department of Labor Private Exemption (PTE 94-36) NTGI-OM Collective Funds NTGI-QM Collective Daily S&P 500 Equity Index Fund - Lending NTGI-QM Collective Daily Russell 1000 Index Fund - Lending NTGI-QM Collective Daily Russell 1000 Value Index Fund - Lending NTGI-QM Collective Daily Russell 1000 Growth Index Fund - Lending NTGI-QM Collective Daily Russell 2000 Index Fund - Lending NTGI-QM Collective Daily Russell 2000 Growth Index Fund - Lending NTGI-QM Collective Daily Russell 2000 Value Index Fund - Lending NTGI-QM Collective Daily S&P MidCap 400 Index Fund - Lending NTGI-QM Collective Daily EAFE Index Fund - Lending NTGI-OM Common Funds NTGI-QM Common Daily US MarketCap Equity Index Fund - Lending NTGI-QM Common Daily S&P MidCap 400 Equity Index Fund - Lending NTGI-QM Common Daily All Country World Index (ACWI) ex-US Fund - Lending NTGI-QM Common Daily Russell 1000 Growth Index Fund - Lending Exhibit B DEPARTMENT OF LABOR Pension and Welfare Benefits Administration [prohibited Transaction Exemption 2002-12; Application No. D-10851] Class Exemption for Cross-Trades of Securities by Index and Model-Driven Funds AGENCY: Pension and Welfare Benefits Administration, Department of Labor. ACTION: Grant of class exemption. SUMMARY: This document contains a final exemption from certain prohibited transaction restrictions of the Employee Retirement Income Security Act of 1974 (the Act or ERISA), the Federal Employees' Retirement System Act (FERSA), and from certain taxes imposed by the Internal Revenue Code of 1986 (the Code). The exemption permits cross-trades of securities among Index and Model-Driven Funds (Funds) managed by investment managers, and among such Funds and certain large accounts which engage such managers to carry out a specific portfolio restructuring program or to otherwise act as a "trading adviser" for such a program. The exemption affects participants and beneficiaries of employee benefit plans whose assets are invested in Index or Model-Driven Funds, large pension plans and other large accounts involved in portfolio restructuring programs, as well as the Funds and their investment managers. This exemption does not address cross-trades of securities among "actively-managed" accounts. The Department is considering additional safeguards to protect participants in plans that engage in active cross-trading prior to publishing a proposal to permit such cross-trades. EFFECTIVE DATE: The effective date of the exemption is April 15, 2002. FOR FURTHER INFORMATION CONTACT: Karen E. Lloyd or Christopher]. Motta of the Office of Exemption Determinations, Pension and Welfare Benefits Administration, U.S. Department of Labor, Washington, DC 20210 at (202) 693-8540; or Michael Schloss, Plan Benefits Security Division, Office of the Solicitor, U.S. Department of Labor, Washington, DC 20210, at (202) 693-5600. (These are not toll-free numbers.) General Information The attention of interested persons is directed to the following: (1) The fact that a transaction is the subject of an exemption under section 408(a) of the Act and section 4975(c)(2) of the Code does not relieve a fiduciary or other party in interest or disqualified person from certain other provisions of the Act and the Code, including any prohibited transaction provisions to which the exemption does not apply and the general fiduciary responsibility provisions of section 404 of the Act which require, among other things, that a fiduciary discharge his duties with respect to the plan solely in the interests of the participants and beneficiaries of the plan and in a prudent fashion in accordance with section 404(a)(1)(B) of the Act; nor does it affect the requirement of section 401 (a) of the Code that the plan must operate for the exclusive benefit of the employees of the employer maintaining the plan and their beneficiaries; (2) In accordance with section 408(a) of the Act and section 4975(c)(2) of the Code, and based upon the entire record, the Department finds that the exemption is administratively feasible, in the interests of the plans and their participants and beneficiaries and protective of the rights of participants and beneficiaries of such plans; (3) The exemption is applicable to a particular transaction only if the conditions specified in the class exemption are met; and (4) The exemption is supplemental to, and not in derogation of, any other provisions of the Code and the Act, including statutory or administrative exemptions and transitional rules. Furthermore, the fact that a transaction is subject to an administrative or statutory exemption is not dispositive of whether the transaction is in fact a prohibited transaction. Exemption Accordingly, the following exemption is granted under the authority of section 408(a) of the Act and section 4975(c)(2) of the Code, and in accordance with the procedures set forth in 29 CFR part 2570, subpart B (55 FR 32836,32847, August 10, 1990.) Section I--Exemption for Cross-Trading of Securities by Index and/or Model-Driven Funds Effective April 15, 2002, the restrictions of sections 406 (a) (1) (A) and 406(b)(2) of the Act, section 8477 (c) (2) (B) of FERSA, and the sanctions resulting from the application of section 4975 of the Code, by reason of section 4975(c)(1)(A) of the Code, shall not apply to the transactions described below if the applicable conditions set forth in Sections II and III below are satisfied. (a) The purchase and sale of securities between an Index Fund or a Model-Driven Fund (a "Fund"), as defined in Sections IV(a) and (b) below, and another Fund, at least one of which holds "plan assets" subject to the Act or FERSA; or (b) The purchase and sale of securities between a Fund and a Large Account, as defined in Section IV(e) below, at least one of which holds "plan assets" subject to the Act or FERSA, pursuant to a portfolio restructuring program, as defined in Section IV(f) below, of the Large Account; Notwithstanding the foregoing, this exemption shall apply to cross-trades between two or more Large Accounts pursuant to a portfolio restructuring program if such cross-trades occur as part of a single cross-trading program involving both Funds and Large Accounts for which securities are cross-traded solely as a result of the objective operation of the program. Section II. Specific Conditions (a) The cross-trade is executed at the closing price, as defmed in Section IV(h) below. (b) Any cross-trade of securities by a Fund occurs as a direct result of a "triggering event," as defined in Section IV(d) below, and is executed no later than the close of the third business day following such "triggering event." (c) If the cross-trade involves a Model-Driven Fund, the cross-trade does not take place within three (3) business days following any change made by the Manager to the model underlying the Fund. (d) The Manager has allocated the opportunity for all Funds or Large Accounts to engage in the cross-trade on an objective basis which has been previously disclosed to the authorizing fiduciaries of plan investors, and which does not permit the exercise of discretion by the Manager (e.g., a pro rata allocation system). (e) No more than twenty (20) percent of the assets of the Fund or Large Account at the time of the cross-trade is comprised of assets of employee benefit plans maintained by the Manager for its own employees (Manager Plans) for which the Manager exercises investment discretion. (f)(1) Cross-trades of equity securities involve only securities that are widely-held, actively-traded, and for which market quotations are readily available from independent sources that are engaged in the ordinary course of business of providing financial news and pricing information to institutional investors and/or the general public, and are widely recognized as accurate and reliable sources for such information. For purposes of this requirement, the terms "widely-held" and "actively-traded" shall be deemed to include any security listed in an Index, as defined in Section IV(c) below; and (2) Cross-trades of fixed-income securities involve only securities for which market quotations are readily available from independent sources that are engaged in the ordinary course of business of providing financial news and pricing information to institutional investors and/or the general public, and are widely recognized as accurate and reliable sources for such information. (g) The Manager receives no brokerage fees or commissions as a result of the cross-trade. (h) As of the date this exemption is granted, a plan's participation in the Manager's cross-trading program as a result of investments made in any Index or Model-Driven Fund that holds plan assets is subject to a written authorization executed in advance of such investment by a fiduciary of the plan which is independent of the Manager engaging in the cross-trade transactions. For purposes of this exemption, the requirement that the authorizing fiduciary be independent of the Manager shall not apply in the case of a Manager Plan. (i) With respect to existing plan investors in any Index or Model-Driven Fund that holds plan assets as of the date this exemption is granted, the independent fiduciary is furnished with a written notice, not less than forty-five (45) days prior to the implementation of the cross-trading program, that describes the Fund's participation in the Manager's cross-trading program, provided that: (1) Such notice allows each plan an opportunity to object to the plan's participation in the cross- trading program as a Fund investor by providing the plan with a special termination form; (2) The notice instructs the independent plan fiduciary that failure to return the termination form to the Manager by a specified date (which shall be at least 30 days following the plan's receipt of the form) shall be deemed to be an approval by the plan of its participation in the Manager's cross- trading program as a Fund investor; and (3) If the independent plan fiduciary objects to the plan's partiCipation in the cross-trading program as a Fund investor by returning the termination form to the Manager by the specified date, the plan is given the opportunity to withdraw from each Index or Model-Driven Fund without penalty prior to the implementation of the cross-trading program, within such time as may be reasonably necessary to effectuate the withdrawal in an orderly manner. G) Prior to obtaining the authorization described in Section II (h) , and in the notice described in Section II(i), the following statement must be provided by the Manager to the independent plan fiduciary: Investment decisions for the Fund (including decisions regarding which securities to buy or sell, how much of a security to buy or sell, and when to execute a sale or purchase of securities for the Fund) will not be based in whole or in part by the Manager on the availability of cross-trade opportunities and will be made prior to the identification and determination of any cross-trade opportunities. In addition, all cross-trades by a Fund will be based solely upon a "triggering event" set forth in this exemption. Records documenting each cross-trade transaction will be retained by the Manager. (k) Prior to any authorization set forth in Section II(h), and at the time of any notice described in Section II(i) above, the independent plan fiduciary must be furnished with any reasonably available information necessary for the fiduciary to determine whether the authorization should be given, including (but not limited to) a copy of this exemption, an explanation of how the authorization may be terminated, detailed disclosure of the procedures to be implemented under the Manager's cross-trading practices (including the "triggering events" that will create the cross-trading opportunities, the independent pricing services that will be used by the manager to price the cross- traded securities, and the methods that will be used for determining closing price), and any other reasonably available information regarding the matter that the authorizing fiduciary requests. The independent plan fiduciary must also be provided with a statement that the Manager will have a potentially conflicting division of loyalties and responsibilities to the parties to any cross-trade transaction and must explain how the Manager's cross-trading practices and procedures will mitigate such conflicts. With respect to Funds that are added to the Manager's cross-trading program or changes to, or additions of, triggering events regarding Funds, following the authorizations described in section II(h) or section II(i), the Manager shall provide a notice to each relevant independent plan fiduciary of each plan invested in the affected Funds prior to, or within ten (10) days following, such addition of Funds or change to, or addition of, triggering events, which contains a description of such Fund(s) or triggering event(s). Such notice will also include a statement that the plan has the right to terminate its participation in the cross-trading program and its investment in any Index Fund or Model-Driven Fund without penalty at any time, as soon as is necessary to effectuate the withdrawal in an orderly manner. (1) At least annually, the Manager notifies the independent fiduciary for each plan that has previously authorized participation in the Manager's cross-trading program as a Fund investor, that the plan has the right to terminate its participation in the cross-trading program and its investment in any Index Fund or Model-Driven Fund that holds plan assets without penalty at any time, as soon as is necessary to effectuate the withdrawal in an orderly manner. This notice shall also provide each independent plan fiduciary with a special termination form and instruct the fiduciary that failure to return the form to the Manager by a specified date (which shall be at least thirty (30) days following the plan's receipt of the form) shall be deemed an approval of the subject plan's continued participation in the cross-trading program as a Fund investor. In lieu of providing a special termination form, the notice may permit the independent plan fiduciary to utilize another written instrument by the specified date to terminate the plan's participation in the cross-trading program, provided that in such case the notice explicidy discloses that a termination form may be obtained from the Manager upon request. Such annual re-authorization must provide information to thecrelevant independent plan fiduciary regarding each Fund in which the plan is invested, as well as explicit notification that the plan fiduciary may request and obtain disclosures regarding any new Funds in which the plan is not invested that are added to the cross-trading program, or any new triggering events (as defined in Section IV(d) below) that may have been added to any existing Funds in which the plan is not invested, since the time of the initial authorization described in Section II(h), or the time of the notice described in Section II(i). (m) With respect to a cross-trade involving a Large Account: (1) The cross-trade is executed in connection with a portfolio restructuring program, as defIned in Section IV(f) below, with respect to all or a portion of the Large Account's investments which an independent fIduciary of the Large Account (other than in the case of any assets of a Manager Plan) has authorized the Manager to carry out or to act as a "trading adviser," as defIned in Section IV(g) below, in carrying out a Large Account-initiated liquidation or restructuring of its portfolio; (2) Prior to the cross-trade, a fIduciary of the Large Account who is independent of the Manager (other than in the case of any assets of a Manager PlanY has been fully informed of the Manager's cross-trading program, has been provided with the information required in Section II (k) , and has provided the Manager with advance written authorization to engage in cross-trading in connection with the restructuring, provided that-- (A) Such authorization may be terminated at will by the Large Account upon receipt by the Manager of written notice of termination. (B) A form expressly providing an election to terminate the authorization, with instructions on the use of the form, is supplied to the authorizing Large Account fIduciary concurrent with the receipt of the written information describing the cross-trading program. The instructions for such form must specify that the authorization may be terminated at will by the Large Account, without penalty to the Large Account, upon receipt by the Manager of written notice from the authorizing Large Account fIduciary; (3) All cross-trades made in connection with the portfolio restructuring program must be completed by the Manager within sixty (60) days of the initial authorization (or initial receipt of assets associated with the restructuring, if later) to engage in such restructuring by the Large Account's independent fIduciary, unless such fIduciary agrees in writing to extend this period for another thirty (30) days; and, (4) No later than thirty (30) days following the completion of the Large Account's portfolio restructuring program, the Large Account's independent fIduciary must be fully apprised in writing of all cross-trades executed in connection with the restructuring. Such writing shall include a notice that the Large Account's independent fIduciary may obtain, upon request, the information described in Section III (a) , subject to the limitations described in Section III(b). However, if the program takes longer than sixty (60) days to complete, interim reports containing the transaction results must be provided to the Large Account fIduciary no later than fIfteen (15) days following the end of the initial sixty (60) day period and the succeeding thirty (30) day period. Section III --General Conditions (a) The Manager maintains or causes to be maintained for a period of six (6) years from the date of each cross-trade the records necessary to enable the persons described in paragraph (b) of this Section to determine whether the conditions of the exemption have been met, including records which identify: (1) On a Fund by Fund basis, the specifIc triggering events which result in the creation of the model prescribed output or trade list of specifIc securities to be cross-traded; I However, proper disclosures must be made to, and written authorization must be made by, an appropriate fIduciary for the Manager Plan in order for the Manager Plan to participate in a specifIc portfolio restructuring program as part of a Large Account. (2) On a Fund by Fund basis, the model prescribed output or trade list which describes: (A) Which securities to buy or sell; and (B) how much of each security to buy or sell; in detail sufficient to allow an independent plan fiduciary to verify that each of the above decisions for the Fund was made in response to specific triggering events; and (3) On a Fund by Fund basis, the actual trades executed by the Fund on a particular day and which of those trades resulted from triggering events. Such records must be readily available to assure accessibility and maintained so that an independent fiduciary, or other persons identified below in paragraph (b) of this Section, may obtain them within a reasonable period of time. However, a prohibited transaction will not be considered to have occurred if, due to circumstances beyond the control of the Manager, the records are lost or destroyed prior to the end of the six-year period, and no party in interest other than the Manager shall be subject to the civil penalty that may be assessed under section 502(i) of the Act or to the taxes imposed by sections 4975(a) and (b) of the Code if the records are not maintained or are not available for examination as required by paragraph (b) below. (b)(1) Except as provided in paragraph (b)(2) and notwithstanding any provisions of sections 504(a) (2) and (b) of the Act, the records referred to in paragraph (a) of this Section are unconditionally available at their customary location for examination during normal business hours by- (A) Any duly authorized employee or representative of the Department of Labor or the Internal Revenue Service, (B) Any fiduciary of a Plan participating in a cross-trading program who has the authority to acquire or dispose of the assets of the Plan, or any duly authorized employee or representative of such fiduciary, (C) Any contributing employer with respect to any Plan participating in a cross-trading program or any duly authorized employee or representative of such employer, and (D) Any participant or beneficiary of any Manager Plan participating in a cross-trading program, or any duly authorized employee or representative of such participant or beneficiary. (2) If in the course of seeking to inspect records maintained by a Manager pursuant to this exemption, any person described in paragraph (b) (1) (B) through (D) seeks to examine trade secrets, or commercial or financial information of the Manager that is privileged or confidential, and the Manager is otherwise permitted by law to withhold such information from such person, the Manager may refuse to disclose such information provided that, by the close of the thirtieth (30th) day following the request, the Manager gives a written notice to such person advising the person of the reasons for the refusal and that the Department of Labor may request such information. (3) The information required to be disclosed to persons described in paragraph (b) (1) (B) through (D) shall be limited to information that pertains to cross-trades involving a Fund or Large Account in which they have an interest. Section IV --Definitions The following definitions apply for purposes of this exemption: (a) Index Fund--Any investment fund, account or portfolio sponsored, maintained, trusteed, or managed by the Manager or an Affiliate, in which one or more investors invest, and- (1) Which is designed to track the rate of return, risk profile and other characteristics of an Index, as defIned in Section IV(c) below, by either (i) replicating the same combination of securities which compose such Index or (ii) sampling the securities which compose such Index based on objective criteria and data; (2) For which the Manager does not use its discretion, or data within its control, to affect the identity or amount of securities to be purchased or sold; (3) That either contains "plan assets" subject to the Act, is an investment company registered under the Investment Company Act of 1940, or contains assets of one or more institutional investors, which may include, but not be limited to, such entities as an insurance company separate account or general account, a governmental plan, a university endowment fund, a charitable foundation fund, a trust or other fund which is exempt from taxation under section sOl(a) of the Code; and, (4) That involves no agreement, arrangement, or understanding regarding the design or operation of the Fund which is intended to benefIt the Manager, its AffIliates, or any party in which the Manager or an AffIliate may have an interest. (b) Model-Driven Fund--Any investment fund, account or portfolio sponsored, maintained, trusteed, or managed by the Manager or an AffIliate, in which one or more investors invest, and- (1) Which is composed of securities the identity of which and the amount of which are selected by a computer model that is based on prescribed objective criteria using independent third party data, not within the control of the Manager, to transform an Index, as defIned in Section N(c) below; (2) Which either contains "plan assets" subject to the Act, is an investment company registered under the Investment Company Act of 1940, or contains assets of one or more institutional investors, which may include, but not be limited to, such entities as an insurance company separate account or general account, a governmental plan, a university endowment fund, a charitable foundation fund, a trust or other fund which is exempt from taxation under section 501 (a) of the Code; and (3) That involves no agreement, arrangement, or understanding regarding the design or operation of the Fund or the utilization of any specifIc objective criteria which is intended to benefIt the Manager, its AffIliates, or any party in which the Manager or an AffIliate may have an interest. (c) Index--A securities index that represents the investment performance of a specifIc segment of the public market for equity or debt securities in the United States and/or foreign countries, but only if- (1) The organization creating and maintaining the index is- (A) Engaged in the business of providing fInancial information, evaluation, advice or securities brokerage services to institutional clients, (B) A publisher of fInancial news or information, or (C) A public securities exchange or association of securities dealers; and, (2) The index is created and maintained by an organization independent of the Manager, as defIned in Section IV (i) below; and, (3) The index is a generally accepted standardized index of securities which is not specifIcally tailored for the use of the Manager. (d) Triggering Event: (1) A change in the composition or weighting of the Index underlying a Fund by the independent organization creating and maintaining the Index; (2) A material amount of net change in the overall level of assets in a Fund, as a result of investments in and withdrawals from the Fund, provided that: (A) Such material amount has either been identifIed in advance as a specifIed amount of net change relating to such Fund and disclosed in writing as a "triggering event" to an independent fIduciary of each plan having assets held in the Fund prior to, or within ten (10) days following, its inclusion as a "triggering event" for such Fund or the Manager has otherwise disclosed in the description of its cross-trading practices pursuant to section II(k) the parameters for determining a material amount of net change, including any amount of discretion retained by the Manager that may affect such net change, in suffIcient detail to allow the independent fIduciary to determine whether the authorization to engage in cross-trading should be given; and (B) Investments or withdrawals as a result of the Manager's discretion to invest or withdraw assets of a Manager Plan, other than a Manager Plan which is a def1ued contribution plan under which participants direct the investment of their accounts among various investment options, including such Fund, will not be taken into account in determining the specifIed amount of net change; (3) An accumulation in the Fund of a material amount of either: (A) Cash which is attributable to interest or dividends on, and/or tender offers for, portfolio securities; or (B) Stock attributable to dividends on portfolio securities; provided that such material amount has either been identifIed in advance as a specifIed amount relating to such Fund and disclosed in writing as a "triggering event" to an independent fIduciary of each plan having assets held in the Fund prior to, or within ten (10) days after, its inclusion as a "triggering event" for such Fund, or the Manager has otherwise disclosed in the description of its cross-trading practices pursuant to section II(k) the parameters for determining a material amount of accumulated cash or securities, including any amount of discretion retained by the Manager that may affect such accumulated amount, in suffIcient detail to allow the independent fIduciary to determine whether the authorization to engage in cross-trading should be given; (4) A change in the composition of the portfolio of a Model-Driven Fund mandated solely by operation of the formulae contained in the computer model underlying the Fund where the basic factors for making such changes (and any fIxed frequency for operating the computer model) have been disclosed in writing to an independent fIduciary of each plan having assets held in the Fund, prior to, or within ten (10) days after, its inclusion as a "triggering event" for such Fund; or (5) A change in the composition or weighting of a portfolio for an Index Fund or a Model-Driven Fund which results from an independent fIduciary's direction to exclude certain securities or types of securities from the Fund, notwithstanding that such securities are part of the index used by the Fund. (e) Large Account--Any investment fund, account or portfolio that is not an Index Fund or a Model-Driven Fund sponsored, maintained, trusteed (other than a Fund for which the Manager is a nondiscretionary trustee) or managed by the Manager, which holds assets of either: (1) An employee benefit plan within the meaning of section 3(3) of the Act that has $50 million or more in total assets (for purposes of this requirement, the assets of one or more employee benefit plans maintained by the same employer, or controlled group of employers, may be aggregated provided that such assets are pooled for investment purposes in a single master trust); (2) An institutional investor that has total assets in excess of $50 million, such as an insurance company separate account or general account, a governmental plan, a university endowment fund, a charitable foundation fund, a trust or other fund which is exempt from taxation under section 501 (a) of the Code; or (3) An investment company registered under the Investment Company Act of 1940 (e.g., a mutual fund) other than an investment company advised or sponsored by the Manager; provided that the Manager has been authorized to restructure all or a portion of the portfolio for such Large Account or to act as a "trading adviser" (as defined in Section IV(g) below) in connection with a portfolio restructuring program (as defined in Section IV(t)) for the Large Account. (t) Portfolio restructuring program--Buying and selling the securities on behalf of a Large Account in order to produce a portfolio of securities which will be an Index Fund or a Model- Driven Fund managed by the Manager or by another investment manager, or in order to produce a portfolio of securities the composition of which is designated by a party independent of the Manager, without regard to the requirements of Section IV(a)(3) or (b) (2), or to carry out a liquidation of a specified portfolio of securities for the Large Account. (g) Trading adviser--A person whose role is limited with respect to a Large Account to the disposition of a securities portfolio in connection with a portfolio restructuring program that is a Large Account-initiated liquidation or restructuring within a stated period of time in order to minimize transaction costs. The person does not have discretionary authority or control with respect to any underlying asset allocation, restructuring or liquidation decisions for the account in connection with such transactions and does not render investment advice [within the meaning of 29 CFR 2510.3-21 (c)] with respect to such transactions. (h) Closing price--The price for a security on the date of the transaction, as determined by objective procedures disclosed to investors in advance and consistendy applied with respect to securities traded in the same market, which procedures shall indicate the independent pricing source (and alternates, if the designated pricing source is unavailable) used to establish the closing price and the time frame after the close of the market in which the closing price will be determined. (i) Manager--A person who is: (1) A bank or trust company, or any Affiliate thereof, as defined in Section IVG) below, which is supervised by a state or federal agency; or, (2) An investment adviser or any Affiliate thereof, as defined in Section IVG) below, which is registered under the Investment Advisers Act of 1940. G) Affiliate--An "affiliate" of a Manager includes: (1) Any person, direcdy or indirecdy, through one or more intermediaries, controlling, controlled by or under common control with the person; (2) Any officer, director, employee or relative of such person, or partner of any such person; and (3) Any corporation or partnership of which such person is an officer, director, partner or employee. (k) Control-- The power to exercise a controlling influence over the management or policies of a person other than an individual. (1) Relative--A "relative" is a person that is defined in section 3(15) of the Act (or a "member of the family" as that term is defined in section 4975(e)(6) of the Code), or a brother, a sister, or a spouse of a brother or a sister. (m) Nondiscretionary trustee--A plan trustee whose powers and duties with respect to any assets of the plan are limited to (1) the provision of nondiscretionary trust services to the plan, and (2) duties imposed on the trustee by any provision or provisions of the Act or the Code. The term "nondiscretionary trust services" means custodial services and services ancillary to custodial services, none of which services are discretionary. For purposes of this exemption, a person who is otherwise a nondiscretionary trustee will not fail to be a nondiscretionary trustee solely by reason of having been delegated, by the sponsor of a master or prototype plan, the power to amend such plan. Signed at Washington, DC, this 6th day of February, 2002. Alan D. Lebowitz, Deputy Assistant Secretary for Program Operations, Pension and Welfare Benefits Administration, Department of Labor. [FR Doc. 02-3341 Filed 2-11-02; 8:45 am] BILLING CODE 4510-29-P anuary April ednesday, January 3, 2007 Wednesday, April 4, 2007 onday,January 12,2007 Friday, April 13, 2007 ednesday, January 24, 007 Wednesday, April 18, 2007 ednesday, January 31, 2007 Monday, April 30, 2007 May Wednesday, May 9,2007 hursday, February 15, 2007 Tuesday, May 15, 2007 ednesday, February 21, 007 Wednesday, May 23, 2007 ednesday, February 28, 2007 Thursday, May 31, 2007 June arch ednesday, March 7, 2007 Wednesday, June 6, 2007 hursday, March 15,2007 Friday,June 15,2007 ednesday, March 21, 2007 Wednesday, June 20, 2007 Friday, March 30, 2007 Friday, June 29, 2007 July Thursday, July 5, 2007 Friday, July 13, 2007 Wednesday, July 18,2007 Tuesday, July 31, 2007 August Wednesday, August 8, 2007 Wednesday, August 15, 2007 Wednesday, August 22, 2007 Friday, August 31, 2007 Exhibit C October Wednesday, October 3, 2007 Monday, October 15, 2007 Wednesday, October 24, 2007 Wednesday, October 31, 2007 November Wednesday, November 7, 2007 Thursday, November 15, 2007 Wednesday, November 21,2007 Friday, November 30, 2007 September December Wednesday, September 5, Wednesday, December 5, 2007 2007 Friday, September 14, Friday, December 14, 2007 2007 Wednesday, September 19,Wednesday, December 19, 2007 2007 Friday, September 28, Monday, December 31, 2007 2007 Exhibit D Do not sign below unless you wish to exit the fund NOTICE OF TERMINATION OF PARTICIPATION IN NTI CROSS-TRADING PROGRAM AS A FUND INVESTOR The undersigned independent fiduciary acting on behalf of the , as a participating account ("Fund Investor") in the NTGI ("Fund(s)"), hereby terminates participation of the Fund Investor in the cross-trading program described in the notice dated and requests withdrawal of the Fund Investor from the Fund(s) within such time as may be reasonably necessary to effectuate such withdrawal in an orderly manner. The undersigned independent fiduciary will communicate instructions regarding the disposition of the proceeds of such withdrawal by a separate writing. By: of the Fund Investor. , as independent fiduciary acting on behalf Signature: Title: Date: