THE BNY PARTICIPATION AGREEMENTThe BNY Participation Agreement
This PARTICIPATION AGREEMENT (including all Exhibits hereto, the "Agreement") is made by and between (i)The Bank
of New York Mellon, a New York state chartered banking institution, ("BNY") in its capacity as trustee ("Trustee") of each
trust ("Trust") and separate collective investment fund ("Fund") identified and defined on Exhibit C to this Agreement,
(ii) the Fiduciary identified and defined on Exhibit A to this Agreement, and (iii) if any, the plan sponsor ("Plan Sponsor")
identified and defined on Exhibit A to this Agreement (collectively referred to herein as "Party" or "Parties"). This
Agreement supersedes any and all prior contemporaneous agreements, either written or oral, between the parties with
respect to the subject matter of this Agreement, unless otherwise agreed upon by the parties in writing.
In consideration of the mutual promises and covenants set forth below, the parties agree as follows:
1. Appointment and Acceptance of BNY as Trustee.
a. Fiduciary hereby appoints The Bank of New York as Trustee and managing agent of the participating trust
identified and defined on Exhibit A to this Agreement (the "Participating Trust"), with respect to such assets of the
Participating Trust that may from time to time be invested in any Fund. BNY hereby accepts such appointment and
agrees that it will be a fiduciary of such Participating Trust and each retirement plan of which the Participating Trust is a
part (individually, a "Plan" and collectively, the "Plans") with respect to the assets of such Plan invested in a Fund.
Fiduciary agrees that the responsibilities and duties of BNY under such appointment are limited to the amounts
transferred by the Participating Trust to BNY as described in this Agreement and further agrees that BNY under such
appointment has no responsibilities or duties with respect to any other assets of the Participating Trust.
b. Fiduciary and Plan Sponsor each acknowledges that it has received the Declaration of Trust with respect to each
Trust ("Declaration of Trust") and the Schedule A & Disclosure Document ("Schedule A Document") with respect to
each Fund, and agrees (i) to comply with the terms and conditions specified therein as the same may be amended from
time to time; and (ii) that the Participating Trust's participation in the Fund will at all times be subject to the Decla ration
of Trust and Schedule A Document. In the event of any inconsistency between this Agreement and the Declaration of
Trust with respect to the Participating Trust's investment in any Fund, the Declaration of Trust will control.
c. BNY represents and warrants that to the extent BNY has appointed an investment adviser to act as the
discretionary sub -adviser to a Fund, such appointment has been disclosed in the Schedule A Document for such Fund.
Any such investment adviser would be subject to the oversight of BNY, which retains ultimate authority and responsibility
with respect to the investment of Fund assets.
2. Acceptance of Investing Trust as a Participating Trust.
BNY hereby accepts that the Participating Trust may participate in each Fund as of the effective date of this Agreement
indicated on the Signature Page hereto. Fiduciary will direct the transfer of Participating Trust assets to BNY for
investment in the Funds from time to time in accordance with the Declaration of Trust, Schedule A Document and any
applicable procedures for additions to such Fund that BNY may adopt from time to time; and Fiduciary agrees that each
warranty, representation, acknowledgement and covenant made by it in this Agreement will be deemed to be reaffirmed
as of the date of any such addition to any Fund(s).
3. Warranties, Representations, Acknowledgements and Covenants of Fiduciary.
a. Fiduciary warrants and represents to, and covenants with, BNY and each Fund as follows:
i. the Participating Trust constitutes or is part of one or more Plans, each Plan is a retirement plan of the Plan
Sponsor, and no portion of any Plan or the Participating Trust includes assets of a "deemed IRA" described in §408(q)
of the Internal Revenue Code of 1986, as amended (the "Code"). Each Plan will be separately and severally responsible
BNY v.3.25 1
under the terms of this Agreement for ensuring and maintaining the Participating Trust's representations and warranties
herein, and BNY can rely upon these representations and warranties until advised to the contrary by the Participating
Trust;
ii. the Participating Trust either is:
A. a qualified trust, exempt from taxation under Code §501(a), by reason of constituting part of a plan
qualifying under Code §401(a), other than a trust or account which forms part of an "H.R. 10 plan" for self-employed
workers within the meaning of 17 C.F.R. 230.144A(a)(1)(i)(F); or
B. an eligible governmental plan trust or custodial account under Code §457(b) that is exempt from
taxation under Code §457(g); or
C. a governmental plan described in Code §401(a)(24) that is not subject to federal income taxation
and is not funded by an annuity contract described in Code §403(b), and that complies with the "exclusive benefit"
requirements of Revenue Ruling 81-100 (1981-1 C.B. 326) (as amended, and any successor ruling, "RR 81-100"); or
D. a common, collective or commingled trust fund (each, a "collective trust") which consists solely of
assets of plans described in (A) -(C) above, and is exempt from federal income taxation by reason of qualifying as a
"group trust" under RR 81-100; or
E. a segregated asset account maintained by a life insurance company that consists solely of the assets
of the participants that individually satisfy the requirements of sub -clauses (A) through (D) above; or
F. a church plan (as defined in Section 414(e) of the Code) that is either a retirement income account
within the meaning of Section 403(b)(9) of the Code or a church plan organization defined in Section 414(e)(3)(A) of the
Code, together with other assets permitted to be commingled for investment purposes with the assets of such retirement
income account or church plan organization without adversely affecting the tax status of such retirement income account
or church plan organization.
G. any other plan or trust (other than an individual retirement account under section 408 of the Code)
permitted by RR 81-100 to be commingled in trust for investment purposes with assets of other Participating Trusts
hereunder with the resulting commingled trust being exempt from federal income taxation under section 501(a) of the
Code by reason of qualifying as a "group trust"; provided, however, that the organization documents, maintenance,
actions and activities of such plan or trust satisfy any applicable conditions of RR 81-100 and any other legal requirements
identified by BNY.
iii. each Plan forming part of the Participating Trust is established, maintained and operated under one or
more governing documents (or statutes or regulations as may be applicable) that authorize the assets of the Participating
Trust to be transferred to a RR 81-100 group trust.
iv. the Declaration of Trust (including each Fund) is adopted as part of the Participating Trust and each Plan;
and if and to the extent that assets of any Fund are invested directly or indirectly in interests in any collective trust (other
than the Trust and the Funds)that is exempt from taxation under the Code or applicable Internal Revenue Service rulings
and regulations under RR 81-100 and Code §401(a)(24), each such collective trust (and the instrument(s) pursuant to
which such collective trust is established) is also adopted as part of the Participating Trust and each Plan.
v. the Participating Trust signatory (A) either is a "named fiduciary" within the meaning of §402(a)(2) of the
Employee Retirement Income Security Act of 1974 ("ERISA") or a duly authorized agent thereof acting at the direction
BNY v.3.25 2
thereof (to the extent applicable), and (B) has authority under the governing documents of the Participating Trust (or
applicable statutes or regulations) to appoint BNY as contemplated hereby or has been properly directed to sign this
Agreement by such authorized person.
vi. this Agreement constitutes the valid and binding agreement of the Participating Trust, enforceable against
the Participating Trust in accordance with its terms and any approval, authorization or license from any foreign, federal,
state or local regulatory authority or agency required on the part of the Participating Trust has been obtained and any
necessary filing with any of the foregoing has been duly made.
vii. all obligations of Fiduciary and the Participating Trust under this Agreement, and all directions and
instructions given by Fiduciary to BNY, will comply with and do not conflict with the terms of the Participating Trust, this
Agreement, ERISA (to the extent ERISA is applicable to the Participating Trust) and all other applicable laws or
regulations.
viii. if and to the extent the Schedule A Document for a Fund explicitly restricts eligibility for its investors to
"qualified institutional buyers" ("QIBs") as defined in Securities and Exchange Commission ("SEC") Rule 144A(a)(1) under
the Securities Act of 1933, the Participating Trust is and will be a QIB during the period it owns any Fund units.
ix. if the Plan or Plans forming the Participating Trust are not "eligible individual account plans" within the
meaning of ERISA §407(d)(3), not more than 10% of the Participating Trust's assets (excluding for all purposes of such
calculation the Participating Trust's assets that are invested in the Funds) are or will be invested in "employer securities,"
as defined in ERISA §407.
x. it will advise BNY if the Plan Sponsor or its affiliates is owned 10% or more by a broker-dealer, or if the Plan
Sponsor or its affiliates is controlling or controlled by a broker-dealer.
xi. it is the person who directs investment of the Participating Trust's assets (or in the case where the person
who directs the investment of the Participating Trust's assets is a participant or beneficiary of the Participating Trust, the
Plan Sponsor or other plan fiduciary that has authorized the use of the Funds as an investment option).
xii. it has (A) received and reviewed a copy of the Declaration of Trust, the Schedule A Document, and such
other information regarding the Funds as it has deemed material; (B) sufficient knowledge, sophistication and
experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in each
Fund; (C) determined that the Participating Trust's participation in each Fund is prudent, suitable, and appropriate for
the Participating Trust, and is otherwise consistent with Fiduciary's fiduciary responsibilities under ERISA (including the
requirement for diversifying the investments of the Participating Trust).
xiii. Except as otherwise expressly agreed to in writing by BNY, (A) it has not relied upon the Trust, the Funds,
BNY, or any affiliate, agent or independent contractor of, or any investment adviser to, BNY in connection with the Funds
or any employees, officers, principals or agents thereof or of any of the foregoing for any tax, ERISA, or other legal advice
in connection with the acquisition of units of the Fund(s) (the "Units"); and (B) it understands that neither BNY nor any of
the other foregoing entities or persons will act as a fiduciary (as defined in ERISA §3(21), to the extent ERISA is applicable
to the Participating Trust) with respect to the decision to allocate assets of the Participating Trust to any Fund.
xiv. if the Participating Trust is not subject to Title I of ERISA, neither the Trust (nor any Fund) nor BNY will be
subject to any laws, rules or regulations applicable to such Participating Trust solely as a result of the investment in a
Fund by such Participating Trust.
BNY v.3.25 3
xv. to the extent Fiduciary was introduced to the Fund(s) by a marketing agent acting on behalf of BNY, such
as BNY Mellon Securities Corporation, which is a registered broker-dealer affiliated with BNY, or a third party
intermediary, Fiduciary has acknowledged the role of such marketing agent as provided in Exhibit C to this Agreement,
and it has reviewed and understands the description of such marketing agent's services and compensation as provided
in the Marketing and Distribution Services section of the applicable Schedule A Document.
xvi. the Fiduciary hereby authorizes and empowers the Trustee to execute on the Participating Trust's behalf
any documents as may be reasonably necessary or appropriate to satisfy any regulatory obligations that Trustee is
required to comply with and carried out for purposes of this Agreement and subject to the terms and conditions of this
Agreement.
xvii. the Fiduciary hereby acknowledges to the Trustee that the Participating Trust may hold assets in other
investments that are not part of any Fund(s) hereunder and agrees that the Trustee shall have no responsibility or liability
for the overall diversification of the investment portfolio of the Participating Trust or for the prudence of participating in
the Fund(s) in relation to the total investment portfolio of the Participating Trust.
b. Fiduciary hereby authorizes the Participating Trust's investment in each Fund identified in Exhibit C in
accordance with the Fund's investment objectives and strategies. Fiduciary also acknowledges that BNY, or its delegate,
will vote proxies issued by companies whose securities are owned by the Funds, and that BNY's policy is that proxies
be voted and recorded in accordance with (i) the proxy voting policy for each Fund as indicated in Exhibit E, although
BNY, or its delegate, may solicit recommendations and advice from unaffiliated proxy advisory firms or other advisors
which it retains with respect to a Fund, and (ii) the independent voter fiduciary standards set forth in the Declaration of
Trust, as applicable. Fiduciary acknowledges receipt of proxy voting policies for each Fund identified in Exhibit E, and
that it has had the opportunity to review such proxy voting policies.
c. Fiduciary understands (and, to the extent the Participating Trust is participant -directed or is a collective trust
functioning as a pass-through investment vehicle, has communicated or will communicate to all participants in the
Participating Trust prior to their direction to invest in Units of the Fund(s)) the following:
i. Units (A) are not insured by the FDIC or any other governmental agency, and are not deposits of, or
guaranteed by, any bank; and (B) will fluctuate in value over time, with the risk that the Participating Trust and its
participants could incur significant losses;
ii. No assurance can be given that a Fund will achieve its investment objectives, and past performance is no
guarantee of future results;
iii. All other material information regarding each Fund as set forth in the Schedule A Document, including
without limitation the Fund's (A) investment objectives, strategies, and related investment risk considerations, (B) fee
and expense structure, and (C) any other information as may be required by ERISA or applicable law.
Fiduciary further understands that neither BNY nor any investment adviser retained by BNY has any responsibility for
any communication to participants in the Participating Trust.
d. Fiduciary, on behalf of the Participating Trust, will execute, deliver, acknowledge and file any and all further
documents or information (including, without limitation, copies of the organizational instruments of the Participating
Trust, the most recent determination or opinion letter issued by the Internal Revenue Service with respect to the Plan or
Plans, and current financial information.) which BNY may deem necessary or appropriate in connection with the
Participating Trust's investment in any Fund or a particular class of units ("Class").
BNY v.3.25 4
e. The Fiduciary represents that except as disclosed in Exhibit A to this Agreement, the Plan (not including an
eligible individual account plan within the meaning of Section 407(d)(3) of ERISA) does not have publicly traded
employer securities (as defined in Section 407 of ERISA) ("Employer Securities").
f. The Fiduciary hereby agrees to provide Trustee on written request any documentation necessary for the Parties
compliance with applicable rules and regulations as well as the warranties, representations, covenants and
acknowledgements and covenants contained in this Agreement. If the Fiduciary fails to provide any such documentation,
BNY may redeem all Units of the Fund held by the Participating Trust. Additionally, the Fiduciary, on behalf of the
Participating Trust, will cooperate in good faith in response with any reasonable requests by BNY to allow it to satisfy
any regulatory obligations with which it is required to comply in connection with the terms of this Agreement.
g. Fiduciary acknowledges that BNY may from time to time adopt procedures and measures to discourage
frequent trading that may harm any of the participating investors of the applicable Fund, including any applicable limits
on the frequency of purchases and redemptions, as provided in its Schedule A Document ("Frequent Trading
Procedures"), and BNY may in its sole discretion reject any instructions or requests by Fiduciary or the Participating
Trust that violate such Frequent Trading Procedures. The Participating Trust and Fiduciary will comply with such
Frequent Trading Procedures. The Participating Trust and Fiduciary will be solely responsible for providing all notices
or other communications required by law to the participants of the Participating Trust regarding the Frequent Trading
Procedures.
h. Fiduciary agrees promptly to notify BNY in the event that any of the warranties, representations, covenants and
acknowledgements contained in (or any information provided pursuant to) this Agreement ceases to be accurate during
the term of this Agreement. Until such notice is actually received by BNY, BNY may rely on such warranties,
representations, covenants, acknowledgements, and information in connection with all matters related to the Trust and
the Funds.
i. Fiduciary acknowledges it has responsibility for ensuring the Participating Trust is an eligible Participant in each
Trust and Fund identified and defined on Exhibit C. The Fiduciary shall promptly notify BNY if the Participating Trust
ceases to be an eligible Participant.
Fiduciary acknowledges and agrees to all Exhibits to the extent applicable.
k. Fiduciary and, if any, Plan Sponsor hereby acknowledge that BNY is subject to federal laws, including the
customer identification program ("CIP") requirements under the USA PATRIOT Act and its implementing regulations,
pursuant to which BNY must obtain, verify and record information that allows BNY to identify the Fiduciary. Accordingly,
prior to opening an account hereunder BNY will ask the Fiduciary to provide certain information including, but not
limited to, Fiduciary's name, physical address, tax identification number and other information that will help BNY to
identify and verify the Fiduciary's identity such as organizational documents, certificate of good standing, license to do
business or other pertinent identifying information. Fiduciary agrees that BNY cannot open an account hereunder unless
and until BNY verifies the Fiduciary's identity in accordance with its CIP requirements.
I. Fiduciary and, if any, Plan Sponsor acknowledge the assets contributed by the Participating Trust in the Fund
were not directly or indirectly derived from activities that may contravene Federal, state or international laws and
regulations, including anti -money laundering laws and regulations, and neither the Plan Sponsor, Participating Trust,
nor the Plan nor any person controlling or controlled by the Sponsor, Participating Trust, or the Plan is an individual or
entity named on a list of prohibited person or entities by the U.S. Department of the Treasury's Office of Foreign Asset
Control.
BNY v.3.25 5
m. Fiduciary and, if any, Plan Sponsor represent that, except as disclosed in Exhibit A to this Agreement, neither
Fiduciary, any employer whose employees are covered by the Plan nor any of their respective affiliates is a securities or
commodities broker or dealer, bank or trust company, insurance company, investment adviser, or other financial services
firm ("Financial Services Firm(s)") engaged in the business of trading or dealing in securities, commodities, or derivate
instruments.
4. Authorization of Certain Transactions
Fiduciary acknowledges that BNY or any investment adviser retained by BNY may place orders for the execution of
securities transactions with or through any broker-dealer it may select and, subject to §28(e) of the Securities Exchange
Act of 1934 and other applicable law, may pay commissions on transactions in excess of the amount of commissions
another broker-dealer would have charged. BNY or any investment adviser retained by BNY, as applicable, will seek
best execution under the circumstances of the particular transaction taking into consideration, without limitation and
only to the extent permitted in accordance with applicable law, the full range and quality of a broker's services in placing
brokerage including, among other things, the value of research provided as well as execution capability, commission
rate, financial responsibility and responsiveness to BNY (and any applicable investment adviser). Subject to applicable
law to the contrary, Fiduciary acknowledges that (a) research obtained may not necessarily benefit a Fund (or
Participating Trust therein) whose commission credits are used to pay for such research; (b) neither BNY nor any
investment adviser retained by BNY will be under any duty to obtain the lowest commission or best net price for any
Fund on any particular transaction, and (c) neither BNY nor any investment adviser retained by BNY is under any duty to
execute transactions for any Fund before or after transactions for other like accounts or funds managed by BNY or any
such investment adviser.
5. Representations and Role of BNY as Trustee
a. BNY represents and warrants that it is, and will continue to be (i) an "investment manager" (as defined in Section
3(38) of ERISA) with respect to the assets of the Plan invested in the Fund, (ii) a "fiduciary" (as defined in Section 3(21)(A)
of ERISA), (iii) a "bank" within the meaning of Section 202(a)(2) of the Investment Advisers Act of 1940, as amended, (iv)
a "qualified professional asset manager" in accordance with the Department of Labor Prohibited Transaction Class
Exemption 84-14 (a "QPAM") and any applicable amendments thereto; and (v) the sole discretionary trustee named in
the Declaration of Trust and, in such capacity, a "named fiduciary" (as defined in Section 402(a)(2) of ERISA) under such
trust instrument with respect to the control and management of the Fund and its related assets. BNY agrees to carry out
its duties and exercise its powers under this Agreement in compliance with ERISA and other applicable laws and
regulations. BNY shall not engage in, or cause the Fund or Plan to engage in, a non-exempt prohibited transaction, as
described in Section 406 of ERISA and Section 4975 of the Code.
b. BNY shall act with the degree of care, skill, prudence and diligence under the circumstances then prevailing that
a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims.
c. BNY shall promptly notify Fiduciary of any material civil, criminal, SEC, Department of Labor ("DOL") or other
governmental investigation, disciplinary proceeding, administrative action, or a court proceeding resulting in a finding
of a violation of an investment related statute or regulation by BNY which has a material adverse effect on the
Participating Trust's investment in a Fund. BNY shall also promptly notify Fiduciary in the event of a civil, criminal, SEC,
DOL or other governmental investigation, disciplinary proceeding, administrative action, or court proceeding which has
a material adverse effect on the Participating Trust's investment in a Fund.
d. No less frequently than annually, BNY shall furnish to Fiduciary in a manner consistent with applicable regulatory
guidance all reporting and disclosures required by Section 408(b)(2) of ERISA or any successor prohibited transaction
exemption, and such information as is reasonably requested by Fiduciary to complete the Form 5500 in connection with
the investment in a Fund or as otherwise is required to be disclosed.
BNY v.3.25 6
e. BNY shall maintain procedures, consistent with industry standards and as required by law, to ensure the security
of all data of the Participating Trust that is maintained on its information technology systems. In addition, BNY shall
maintain a disaster recovery program, consistent with industry standards and as required by law.
f. BNY shall maintain, to the extent required by applicable law, the records of the Plan for a period of at least seven
(7) years.
g. BNY currently maintains in full force and effect professional liability and errors and omissions insurance coverage
in the amount of $100,000,000 per occurrence and in the aggregate. A copy of BNY's current Summary of Insurance
Coverage is available any time upon request. Such policy covers BNY for all services provided for a fee (including
services provided as a fiduciary under ERISA). Fiduciary acknowledges that BNY may modify, change, or cancel this
policy (or any other insurance policy) at any time without prior notice.
h. Pursuant to Section 13 of the Declaration of Trust, if BNY appoints an investment manager (which has not been
previously appointed and disclosed in the Schedule A Document) with respect to the management of any Fund in which
the Participating Trust invests under this Agreement, then BNY shall notify Fiduciary in accordance with BNY's fiduciary
responsibilities to all investors in such Fund. For clarity, such notice will not be required in respect of an underlying fund
manager that manages the assets of any mutual fund or other applicable fund as may be selected for investment by the
Fund in accordance with its Schedule A Document.
i. BNY shall comply with the fidelity bonding requirements set forth in Section 412 of ERISA and its implementing
regulations, to the extent applicable.
j. To the fullest extent permitted by applicable law and the Declaration of Trust, BNY and any advisers, consultants,
sub -advisers, or other agents of BNY (and their respective affiliates), will be held harmless and indemnified out of assets
of the Trust for any losses, liabilities, claims, demands, penalties, fines, surcharges, obligations, expenses and damages
of any kind whatsoever incurred in connection with any action taken or omitted in accordance with fiduciary standards
as articulated under ERISA in connection with the Trust or this Agreement, including without limitation the reasonable
fees and expenses of attorneys, accountants, consultants and experts incurred in connection with defending any claim,
proceeding or legal action brought with respect to any action so taken or omitted. This subsection (j) shall not apply in
connection with a claim, proceeding or legal action brought by the Fiduciary, unless BNY is the prevailing party in such
claim, proceeding or legal action. BNY further acknowledges that BNY and any advisors, consultants, sub -advisers or
other agents of BNY (and their affiliates) will not be held harmless or indemnified out of the assets of the Trust for any
losses, liabilities, claims, demands, penalties, fines, surcharges, obligations, expenses or damages of any kind
whatsoever that arise from BNY's breach of its fiduciary duty under ERISA or any other Indemnified Parties that are acting
in their capacity as agents of BNY and as fiduciaries under ERISA. Furthermore, this subsection (j) shall survive the
termination of this Agreement.
k. BNY and any advisers, consultants, sub -advisers, or other agents and their respective affiliates may sponsor,
offer, distribute, manage and/or advise other accounts, investment funds, collective trusts, registered or unregistered
investment companies, or pooled funds in such a manner that is substantially the same or different from investment
decisions made in whole or in part for those other funds as are made for the Funds.
6. Compensation
a. BNY is entitled to reasonable compensation for its services provided hereunder and pursuant to the Declaration
of Trust in accordance with (i) the Schedule A Document as in effect from time to time; and (ii) to the extent that a Class
or Fund does not impose internally charged management fees, the Fee Schedule attached as Exhibit C to this
Agreement. If the Participating Trust is participant -directed or is a collective trust functioning as a pass-through
BNY v.3.25 7
investment vehicle, Fiduciary acknowledges and agrees that it has communicated, and upon any change in
compensation applicable to the Participating Trust will communicate, to all participants in the Participating Trust, (i) the
compensation charged to the Participating Trust and each participant therein, (ii) that such compensation may vary; and
(iii) that the compensation paid directly and/or indirectly by the Participating Trust and each participant therein may
change, as described in the Schedule A Document and Fee Schedule, as applicable.
b. With respect to a Class, each Unit will be of equal value to every other Unit of the same Class (or, if a Fund does
not have more than one Class, each Unit will be of equal value to every other Unit).
c. Each Unit will represent an undivided proportionate interest in all the net assets of the Fund attributable to such
Class (or, if a Fund does not have more than one Class, each Unit will represent an individual proportionate interest in
all the net assets of such Fund). There will be separate accounting as evidenced by Units to reflect the interests of the
Participating Trust and any other participant investing in the applicable Fund (each, a "Fund Participant"), including
separate accounting for contributions to the Fund by any Fund Participant purchasing Units and for disbursements by
the Fund to any Fund Participant redeeming Units, and the Units held by each Fund Participant will reflect the investment
experience of the applicable Fund as allocable to the respective Fund Participants.
d. As of any valuation date, BNY, in its sole discretion, may make a uniform change in the Units, either by dividing
such Units into a greater number of Units of lesser value, or combining such Units to produce a lesser number of Units
of greater value, provided that the proportionate interest of each Participating Trust in the Fund (or Class thereof, if
applicable) will not thereby be changed.
e. If the Participating Trust is subject to ERISA, then in accordance with ERISA §408(b)(2) and the regulations
thereunder (the "Services Exemption"), Fiduciary hereby acknowledges, agrees and represents that
i. it is the "responsible plan fiduciary" as defined in the Services Exemption (the "RPF"), and
ii. as the RPF, Fiduciary has received and reviewed the information contained in ERISA §408(b)(2) disclosure
information included in the Schedule A Document and any other applicable documents regarding the services and fees
required by and in accordance with, the Services Exemption.
7. Directions from Fiduciary - Indemnification
Fiduciary will designate on the Authorized Signature Form the individual(s) (who may be employees of Fiduciary or of
other agents or service providers to the Participating Trust) identified to communicate directions, instructions, or other
notices required or permitted under this Agreement to BNY on its behalf. Fiduciary may change such designated
individuals from time to time upon reasonable prior written notice to BNY. BNY will be protected fully in relying on and
proceeding in accordance with any such direction or notice. To the extent permitted by applicable law, the Fiduciary
and the Plan Sponsor as applicable hereby agree to indemnify and hold harmless BNY, and any advisers, consultants,
sub -advisers, or other agents (which may be affiliates of BNY) to BNY, from any and all claims, losses, liabilities, damages,
demands, and costs (including reasonable attorney fees and expenses), which arise out of (i) any misrepresentation by
the Fiduciary or the Plan Sponsor contained in this Agreement, (ii) any material breach by the Fiduciary or the Plan
Sponsor of this Agreement, or (iii) BNY's reasonable reliance on any direction, instruction or other notices given to BNY
on behalf of the Participating Trust. BNY agrees to indemnify and hold harmless the Fiduciary and the Plan Sponsor from
any and all claims, losses, liabilities, damages, demands and costs (including reasonable attorney fees and expenses),
which arise out of (i) any misrepresentation by BNY contained in this Agreement, or (ii) any material breach by BNY of
this Agreement. The parties' obligations under this Section 7 will survive termination of the Agreement. To the extent
permitted by applicable law, in no event will BNY and any advisers, consultants, sub -advisers or other agents of BNY
(and their respective affiliates) be liable for any indirect, incidental, consequential, exemplary, punitive or special
damages, or for any loss of revenues, profits or business opportunity, arising out of or related to this Agreement (whether
BNY v.3.25 8
or not foreseeable and even if BNY has been advised of the possibility of such losses or damages), to the fullest extent
permitted by applicable law.
8. Confidentiality
The Parties acknowledge that they may receive non-public business and financial information under this Agreement
(including with respect to the Fiduciary and Plan Sponsor, information regarding the Participating Trust and including,
with respect to BNY, information regarding its practices and procedures related to the services provided hereunder)
disclosed to the other Party in connection with this Agreement ("Confidential Information"). Each Party agrees to use
the Confidential Information of the other Party solely to accomplish the purposes of this Agreement and, except in
connection with such purposes or as otherwise permitted herein, not to disclose such information to any other person
without the prior written consent of the other Party.
Notwithstanding the foregoing, BNY may: (a) use the Participating Trust's Confidential Information in connection with
certain functions performed on a centralized basis by BNY, its affiliates (any entity that directly or indirectly controls, is
controlled by or under common control with such entity ("Affiliate")), and joint ventures and their service providers
(including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship
management, compilation and analysis of customer -related data and storage); (b) disclose such information to its
Affiliates and joint ventures and to its and their service providers who are subject to confidentiality obligations; (c)
disclose information to parties (including, but not limited to, custodians, broker-dealers, brokers, attorneys, accountants,
auditors, record -keepers, counterparties and trade data repositories) in connection with the performance of its services
under this Agreement orto assist or enable the effective management of the Participating Plan's overall relationship with
BNY and its Affiliates, provided they are subject to similar restrictions on further disclosure of such Confidential
Information; (d) store the names and business contact information of the Plan Sponsor, Fiduciary, and Participating
Trust's employees, representatives and beneficiaries relating to this Agreement on the systems or in the records of its
Affiliates and joint ventures and its and their service providers; and (e) aggregate information regarding Participating
Trust on an anonymized basis with other similar client data for BNY's and its Affiliates' reporting, research, product
development and distribution, and marketing purposes.
The Parties' respective obligations under this Section 8 will not apply to any such information: (a) that is, as of the time
of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b)
that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality
obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is
subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or
(e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement
agency, court order or other legal process or at the request of a regulatory authority.
In addition, notwithstanding anything to the contrary herein, Fiduciary authorizes and consents to the disclosure of the
Plan's identity as a client of BNY in any representative client list prepared by BNY for use in its marketing materials, unless
BNY is advised in writing of Fiduciary's objection to being named in such marketing materials. This entire Section 8 shall
survive the termination of this Agreement.
9. Litigation Expenses
To the extent permitted by law, the costs and expenses of BNY and its affiliates incurred in connection with any pending,
threatened or potential litigation or other dispute or proceeding (each an "Action") relating to the Funds or the Trust
will be a reimbursable expense, except for costs and expenses incurred in connection with an Action between the
Participating Trust and BNY or an Action in which BNY is found to have breached its duty hereunder or under the
Declaration of Trust. This Section 9 will survive the termination of this Agreement.
BNY v.3.25 9
10. General
10.1 Statements
The Trustee will furnish, or cause to be furnished, no less frequently than quarterly, to Fiduciary and such persons as
Fiduciary may designate from time to time, periodic reports regarding the Funds. Such information may be provided
on behalf of the Trustee by any entity providing other services to the Funds. Fiduciary hereby agrees to carefully review
such Statements and periodic reports and promptly notify the Trustee of any discrepancy, exception or objection
thereto.
10.2 Termination
This Agreement will continue for so long as the Participating Trust has assets invested in any Fund and will terminate
upon the Participating Trust's complete withdrawal of Units from all Funds within the relevant Declarations of Trust.
Withdrawals will be processed in accordance with the provisions contained in the applicable Declaration of Trust and
each Fund's Schedule A Document. The Parties shall cooperate as may be necessary or desirable to affect the orderly
transition of the Participating Trust into or out of the Fund(s) specified in this Agreement.
10.3 Entire Agreement
This Agreement constitutes the sole and entire agreement among the Parties with respect to the matters dealt with
herein, and merges, integrates and supersedes all prior and contemporaneous discussions, agreements and
understandings between the Parties, whether oral or written with respect to such matters.
10.4 No Third -Party Beneficiaries
This Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that this
Agreement will not, and no provision of this Agreement will be interpreted to, benefit, or create any right or cause of
action in or on behalf of, any Party or entity other than the Parties, their respective successors and assigns, and
participants and their beneficiaries under the Participating Trust.
10.5 Amendments and Assignments
This Agreement, including all Exhibits attached hereto, (i) will be binding upon the successors and assigns of the parties
hereto, (ii) together with the Declaration(s) of Trust is the entire agreement between the parties regarding the subject
matter of this Agreement, and (iii) may be amended from time to time by written agreement (including an electronic
writing) of BNY, the Fiduciary executing this Agreement on behalf of the Participating Trust, and the Plan Sponsor. This
Agreement may not be amended or assigned by either party without the written consent of the other party provided
however, that (i) BNY may amend (A) the list of Funds and/or Classes of Units available on Exhibit C, and/or (B) the list
of affiliates in Section 1(g) in Exhibit D, in each such case, on reasonable advance written notice to Fiduciary; (ii) Fiduciary
may amend Exhibits A and B to update the electronic mail ("e-mail") or other contact information set forth therein on
reasonable advance written notice to BNY; and (iii) BNY may amend its QPAM representation as required under
Department of Labor Prohibited Transaction Class Exemption 84-14 in Section 5(a) by written notice to the Fiduciary.
10.6 Interpretation
The interpretation of this Agreement and the rights of the parties hereunder will be governed by ERISA (to the extent
ERISA is applicable to the Participating Trust) and other applicable federal law and, to the extent not preempted by the
foregoing, the laws of the State of New York, without giving effect to the conflict of law provisions thereof that would
result in the application of the law of any other jurisdiction. The Fiduciary and, if any, the Plan Sponsor hereby irrevocably
and unconditionally (i) submit to the exclusive jurisdiction of any state or federal court situation in the Borough of
Manhattan, The City of New York in connection with any dispute arising hereunder; and (ii) waives, to the fullest extent
it may effectively do so, any defense of an inconvenient forum to the maintenance of such action or proceeding in any
such court and any right of jurisdiction on account of its place or residence or domicile. To the extent that in any
jurisdiction the Fiduciary and, if any, the Plan Sponsor may now or hereafter be entitled to a claim, for itself or its assets,
BNY v.3.25
10
immunity from suit, execution, attachment (before or after judgment) or other legal process, it irrevocably agrees not to
claim, and it hereby waives, such immunity. The Fiduciary and, if any, the Plan Sponsor and BNY hereby irrevocably
waive any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
10.7 Severability
The invalidity, illegality or unenforceability of any provision of this Agreement will not affect the validity, legality or
enforceability of any other provision, and if any provision is held to be unenforceable as a matter of law, the other
provisions will remain in full force and effect. In such case, the Parties will negotiate in good faith to replace each illegal,
invalid or unenforceable provision with a valid, legal and enforceable provision that fulfills as closely as possible the
original intent of the Parties.
10.8 Force Majeure
Notwithstanding anything in this Agreement to the contrary contained herein, BNY and Fiduciary shall not be
responsible or liable for its failure to perform under this Agreement or for any losses to the Fund resulting from any
event beyond the reasonable control of BNY or Fiduciary or their agents, including but not limited to nationalization,
expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment,
promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange
controls, levies or other charges affecting the Fund property; or the breakdown, failure or malfunction of any utilities or
telecommunications systems; or any order or regulation of any banking or securities industry including changes in
market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism,
insurrection or revolution; or acts of God, or any other similar event. BNY shall use reasonable commercial efforts to
mitigate any losses resulting from such events and shall maintain a commercially reasonable business recovery plan.
The parties' obligations under this Section 10.7 will survive termination of the Agreement.
10.9 Counterparts
This Agreement may be executed in any number of counterparts either manually or by electronic signature (defined as
an image, representation or symbol inserted into an electronic copy of the Agreement by electronic, digital or other
technological methods ("Electronic Signature")), each of which will be deemed an original, and said counterparts when
taken together will constitute one and the same instrument and may be sufficiently evidenced by one set of counterparts.
10.10 No Waiver
No failure or delay by a Party to exercise any right, remedy or power it has under this Agreement will impair or be
construed as a waiver of such right, remedy or power. A waiver by a Party of any provision or any breach of any provision
will not be construed to be a waiver by such Party of such provision in any other instance or any succeeding breach of
such provision or a breach of any other provision.
10.11 Headings
All section and subsection headings in this Agreement are included for convenience of reference only and will not be
considered in the interpretation of the scope or intent of any provision of this Agreement.
10.12 Capitalized Terms
Capitalized terms not defined herein shall have the meanings set forth in the Declaration of Trust or Schedule A
Document, as applicable.
10.13 Notices
Other than routine communications in the ordinary course of providing or receiving services hereunder (including
Instructions), notices given hereunder will be addressed to BNY, or its affiliate as appropriate or the Fiduciary and, if any,
Plan Sponsor in accordance with the provisions in the Declaration of Trust and the Schedule A Document for each
relevant fund under this Agreement. All notices given in accordance with this Section will be effective upon receipt.
BNY v.3.25
11
11. Consent to Electronic Delivery of Documents and Electronic Signatures
a. Fiduciary and, if any, Plan Sponsor consents to electronic delivery of all or a portion of the documents that BNY
or its marketing agent may deliver to Fiduciary and, if any, Plan Sponsor and/or the Participating Trust, in accordance
with the terms and conditions set forth in this Section 11. Fiduciary and, if any, Plan Sponsor understand that the types
of documents that BNY or its marketing agent may deliver electronically include account opening documents and forms;
account statements and reports; notice of changes to account terms, products, or services; Fund disclosure documents
(i.e., Schedule A Document and supplements thereto); policy and procedure documents; and any other confirmation,
notice, report or information required by law, rule, regulation, or prohibited transaction exemption to be provided in
writing related to an investment in the Funds.
b. Fiduciary and, if any, Plan Sponsor agree that the documents to be delivered electronically may be sent via e-
mail to the e-mail address(es) indicated in Exhibits A and B. Fiduciary acknowledges that alternatively, BNY or its
marketing agent may send a separate notice by e-mail advising as to the Internet website or other site that Fiduciary
must go to in order to obtain certain documents, and Fiduciary hereby confirms it will do so. Fiduciary further represents
that if it is unable to retrieve a document in such manner, Fiduciary will be obligated to immediately notify BNY.
c. Fiduciary and, if any, Plan Sponsor acknowledge that access to the Internet is required in order to retrieve the
documents that will be electronically delivered and Fiduciary hereby confirms that it has such access.
d. Fiduciary and, if any, Plan Sponsor acknowledge that documents delivered electronically may be in Portable
Document Format("PDF"), and that the Adobe Acrobat Reader software required to view them is available free of charge
from Adobe's website at www.adobe.com. Any electronic communications sent by BNY shall not contain any sensitive
or confidential information unless such transmissions are protected by encryption under commercially reasonable
standards.
e. Fiduciary and, if any, Plan Sponsor understand that the Internet is not a secure network and that communications
transmitted over the Internet may be accessed by unauthorized or unintended third parties.
f. Fiduciary and, if any, Plan Sponsor, may at any time request, and receive at no charge, a paper copy of any
document delivered electronically.
g. Fiduciary and, if any, Plan Sponsor may revoke or alter their consent and/or instructions hereunder, including
any change in the e-mail address(es) provided at Exhibits A and B, at any time by notifying BNY or its marketing agent
by regular mail or e-mail. Fiduciary and, if any, Plan Sponsor, understand that it may take up to ten (10) business days to
process a revocation of consent to electronic delivery, and that it may continue to receive documents by electronic
delivery in the interim period.
h. Fiduciary and, if any, Plan Sponsor agree that this consent will apply to all of the Participating Trust's accounts
maintained with BNY.
i. Fiduciary and, if any, Plan Sponsor agree to maintain valid e-mail address(es) as set forth in Exhibits A and B and
to maintain access to the internet. If any e-mail address changes, it will immediately notify BNY of the new e-mail address.
j. Fiduciary and, if any, Plan Sponsor represent and warrant that: (i) it is duly organized, validly existing and in good
standing in its jurisdiction of organization; (ii) it has the requisite corporate power and authority to enter into and to carry
out the transactions contemplated by this Agreement; and (iii) the individual executing this Agreement on its behalf has
the requisite authority to bind Customer to this Agreement including by Electronic Signature, and any such Electronic
Signature represents an intent to enter into this Agreement and an agreement with its terms.
BNY v.3.25
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EXECUTED as of the date set forth below.
City of Clearwater Employees' Pension Fund THE BANK OF NEW YORK MELLON, as Trustee
(Printed Name of Fiduciary)
By:
See attached city signature page
(Authorized Signature of Fiduciary) (Authorized Signature of Fiduciary)
By:
Name: Name: Michael Germano
Title: Title: Managing Director
Date: Date: May 19, 2025
(Printed Name of Plan Sponsor)
By:
(Authorized Signature of Plan Sponsor)
Name:
Title:
Date:
Agreement Effective Date:
BNY v.3.25
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List of Exhibits
Exhibit A - Participating Trust Information
Exhibit B - Authorized Signature and Email List
Exhibit C - List of Funds and Fee Schedule
Exhibit D - ERISA Prohibited Transaction Exemption Schedule and Other Disclosures
Exhibit E - Proxy Voting Policies
BNY v.3.25 14
Exhibit A
Participating Trust Information
1. Participating Trust Information (attach separate exhibit for each Participating Trust)
General
Plan/Trust Name: City of Clearwater Employees' Pension Fund
Address:
Primary Contact:
Telephone:
E-mail:
Municipal Services Building, 100 South Myrtle Avenue, Clearwater, FL 33756
Brian Jay Ravins
(727) 562-4535
Jay.Ravins@myclearwater.com
Plan Sponsor/Trust Taxpayer ID Number (please provide W-9): 59-6000289
Three Digit Plan Number (from Form 5500): N/A
Principal Business Activity Code/Industry Sector (from Form 5500): N/A
Number of Active Participants:
1,556
Number of Total Participants: 1,496
Type of Participating Trust
(Please check the boxes that correctly identify the type of retirement plan. If the type of plan is not listed, check "Other"
and enter the type of retirement plan. For more information on the types of eligible retirement plans, please see Section
3 of the Agreement.)
® 401(a) Defined Benefit Plan
E 401(a) Defined Contribution Plan
❑ 401(k) Plan
❑ 457 Governmental Plan
E 414(d) Governmental Plan
❑ 414(e) Church Plan
E Profit Sharing Plan
❑ Pooled Separate Account
E Collective Investment Fund
❑ ESOP
❑ Other:
Plan Document
Please provide a formation document for this plan.
BNY v.3.25
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2. Fiduciary Information
Name:
Address:
Contact:
Telephone:
E-mail:
Board of Trustees
Municipal Services Building, 1100 South Myrtle Avenue, Clearwater, FL 33756
Brian Jay Ravins
(727) 562-4535
Jay.Ravins@myclearwater.com
3. Plan Sponsor Information
Name:
Address:
Contact:
Telephone:
E-mail:
EIN:
City of Clearwater
Municipal Services Building, 1100 South Myrtle Avenue, Clearwater, FL 33756
Jennifer Poirrier
(727) 562-4040
Jennifer.Poirrier@myclearwater.com
59-6000289
4. Recordkeeper / Custodian Information
Name: Northern Trust
Address: 333 S. Wabash, WB -42, Chicago, IL 60604
Contact: Karson Wattles
Telephone: (312) 630-6548
E-mail: KLB12@ntrs.com
Standing Wire Instructions: As a part of our policy to provide the most timely and accurate processes possible, we
require standing wire instructions for each of our clients. Please provide us with the following information.
Bank Name:
ABA #:
For Credit to Bank Account #:
Sub Account # (if applicable):
In Favor of:
Northern Trust
071000152
5186061000
City of Clearwater Employees' Pension Fund
Please note that as a means of authentication BNY will send an e-mail confirming changes in standing wire instructions
to the Primary Contact you designated above. If you would like to elect a different method of authentication, please
notify your Client Service Representative.
BNY v.3.25 16
5. Consultant Information
Name: Captrust
Address: 400 N. Tampa St. Suite 1800, Tampa, FL 33602
Contact: Mike Valone
Telephone: (813) 218-5033
E-mail: Mike.Valone@captrust.com
6. Client Reporting
The following individuals are authorized to receive information related to this investment. Please ensure that at least
one individual is selected for each of the contact designations.
Primary Contact: Individual may receive investment and administrative communications from BNY and its affiliates.
Administrative communications may include, but are not limited to, receiving a confirmation email for redemptions and
withdrawal requests, changes of address and/or changes of standing wire instructions.
Invoice Contact: Individual may receive investment management fee information via email and/or hardcopy from The
BNY and its affiliates.
Access to Web Reporting: The list of those authorized to access information related to the account(s) on
www.NewtonPortal.com. BNY is pleased to provide account statements via www.NewtonPortal.com. Your use of our
web site constitutes authorization to deliver such information to you in this way.
Name: IN Mr. ❑ Ms. Brian Jay Ravins
Position/Title: Finance Director Company: City of Clearwater
Address: Municipal Services Building, 1100 South Myrtle A}ttate/Zip: Clearwater, FL 33756
Telephone: (727) 562-4535 Fax:
E-mail: Jay.Ravins@myclearwater.com
N Primary Contact
N Invoice Contact C] Access to Web Reporting
Name: l Mr. ❑ Ms. Mike Valone
Position/Title: Consultant Company: Captrust
Address: 400 N. Tampa St., Suite 1800 City/State/Zip: Tampa, FL 33602
Telephone: (813) 218-5033 Fax:
E-mail: Mike.Valone@captrust.com
l Primary Contact MI Invoice Contact ® Access to Web Reporting
BNY v.3.25 17
Name: ❑ Mr. ❑ Ms.
Position/Title: Company:
Address: City/State/Zip:
Telephone: Fax:
E-mail:
❑ Primary Contact ❑ Invoice Contact ❑ Access to Web Reporting
Name: ❑ Mr. ❑ Ms.
Position/Title: Company:
Address: City/State/Zip:
Telephone: Fax:
E-mail:
❑ Primary Contact ❑ Invoice Contact ❑ Access to Web Reporting
7. Related Plan Investments
Please list all plans (other than the Participating Trust) established or maintained by (i) the same employer or an affiliate
thereof, or (ii) the same employee organization, the assets of which are invested in any of the Funds.
8. Employer Securities
Pursuant to Section 3(e) of this Agreement, please list the Plan's publicly traded Employer Securities in the space
provided below.
List of Employer Securities
9. Financial Service Firms
Pursuant to Section 3(m) of this Agreement, please list any Financial Services Firm affiliated with the Plan in the space
provided below.
Name of Financial Services Firm Type of Financial Services Firm (e.g., broker-dealer)
BNY v.3.25
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Exhibit B
Authorized Signature & Email List
The City of Clearwater Employees' Pension Plan (the "Plan" or "Trust") hereby certifies to BNY that the below named
person or persons as representative by their signature or e-mail address below are authorized to act on its behalf in
connection with the Agreement. Any person(s) so certified shall be deemed to be authorized representative(s) of the
Plan/Trust. When any person so certified shall cease to have authority to act on behalf of the Plan/Trust, the Plan/Trust
shall promptly give notice to that effect. Until such notice, the following person(s) shall be authorized representative(s)
of the Plan/Trust.
Signature:
Name:
Title:
Date:
See attached city signature page
In order to comply with Anti -Money Laundering Guidelines please provide first, middle, and last names for any
appropriate parties below.
Authorized Representatives:
Signature Specimen:
E-mail Address:
Brian Jay Ravins
Jay.Ravins@myclearwater.com
BNY v.3.25
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Exhibit C
Fee Schedule
BNYM Newton NSL U.S.
Dynamic Large Cap Value Fund
The investment management fee is an internal management fee charged against Fund assets. The
service fee covers amounts that are used to help defray the cost of third -party providers of plan
administrative recordkeeping services for plans investing in the Fund, which may include your plan's
administrative recordkeeper. Each fund operates under an expense cap relating to administrative fees
comprised of related party and third -party expenses which will not exceed these caps of the fund's AUM
in any given fiscal year of the fund and may be charged directly to the fund. Related party expenses may
include annual custody, accounting and transfer agent fees paid to The Bank of New York Mellon. Total
estimated all in fee is the sum of the investment management fee, service fee, and administrative fee
cap. Please note actual fees may be lower for funds operating below administrative fee cap levels. For
more information about the Fund's expenses, please see the Schedule A Document and the Fund's
audited financial statements.
EXECUTED as set forth above
(Printed Name of Fiduciary) (Printed Name of Plan Sponsor)
By: See attached city signature page By:
(Authorized Signature of Fiduciary) (Authorized Signature of Plan Sponsor)
Name: Name:
Title: Title:
Date: Date:
Exhibit D
ERISA Prohibited Transaction Exemption Schedule and Other Disclosures
The following disclosures may apply to Funds listed on Exhibit C, now or in the future, depending upon a Fund's
investment strategy and underlying investments.
1. Authorization of Covered Transactions.
(a) Fiduciary acknowledges that from time to time BNY may determine that a Fund should purchase, either directly
or indirectly through another pooled fund, securities during the existence of an underwriting or selling syndicate with
respect to such securities in situations where a broker-dealer affiliated with BNY serves as a manager or member of such
syndicate (an "affiliated underwriter transaction" or "AUT") or where an entity affiliated with BNY serves as trustee,
indenture trustee or in another ministerial capacity with respect to the trust or entity that is issuing the securities (an
"affiliated trustee transaction" or "ATT"). The affiliated broker-dealer(s) that may serve as manager or member of a
syndicate with respect to AUTs and the affiliated entities that may serve as trustee or other capacity with respect to ATTs,
collectively, are identified in subsection (g) below (collectively, the "Affiliates"). Fiduciary further acknowledges that
such purchases may facilitate the consummation of the offering of such securities which may have a beneficial impact
on the applicable Affiliate(s) and could constitute a prohibited transaction under ERISA §406 and Code §4975, absent
an exemption.
(b) Prohibited Transaction Exemption 2009-13, issued by the U.S. Department of Labor on May 6, 2009 ("PTE 2009-
13"), provides the requisite exemptive relief for AUTs and ATTs, subject to the satisfaction of various conditions set forth
in PTE 2009-13. Among the conditions to be satisfied are requirements that Fiduciary of the Plan receive certain
disclosures and authorizes BNYto cause the Fund to engage, directly or indirectly through another pooled fund, in AUTs
and ATTs as applicable.
(c) Fiduciary, being the authorized party of the Plan, hereby acknowledges that PTE 2009-13 may be unavailable
unless Fiduciary is, in fact, unrelated to, and independent of, BNY and each Affiliate. Fiduciary hereby agrees to advise
BNY, in writing, if it is not (or if in the future it ceases to be) unrelated to, and independent of, BNY and each Affiliate.
Fiduciary hereby represents and warrants that Fiduciary is (i) the fiduciary who is authorized to act on behalf of the
Participating Trust with respectto this matter, and (ii) unrelated to, and independent of, BNY and each Affiliate. Fiduciary
hereby authorizes BNY to cause the Participating Trust to engage, directly or indirectly through another pooled fund, in
AUTs and ATTs.
(d) For purposes of the foregoing, Fiduciary will be deemed to be unrelated to, and independent of, Trustee, and
each Affiliate if Fiduciary represents that neither it, nor any individual responsible for the decision to authorize or
terminate authorization of the AUTs and ATTs, is an officer, director or highly compensated employee (within the
meaning of Code §4975(e)(2)(H)) of BNY or any Affiliate and agrees to advise BNY within a reasonable period of time
after any change in such fact occurs.
(e) Fiduciary acknowledges that it has received and reviewed the proposed and final version of PTE 2009-13, as
published in the Federal Register, as well as any other reasonably available information that Fiduciary has reasonably
requested, and that the preceding authorization is based on such information and disclosure.
(f) Fiduciary acknowledges, represents, and warrants that the Plan is a qualified institutional buyer ("QIB") within
the meaning of Rule 144A under the Securities Act of 1933. Fiduciary agrees to immediately notify BNY in writing if, at
any time, the Plan no longer qualifies as a QIB.
BNY v.3.25
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(g) List of relevant Affiliates:
AFFILIATED REGISTERED BROKER-DEALERS (as of 2/1/2025).
• BNY Mellon Capital Markets, LLC
• BNY Mellon Securities Corp.
• Pershing Securities Limited
• Pershing LLC
• Pershing Securities Australia PTY Limited
• Pershing Securities International Limited
• Pershing Limited
• Pershing Securities Singapore Private Limited
• BNY Mellon Investment Management Hong Kong Limited
• BNY Mellon Asset Management Canada Limited
• BNY Mellon Fund Management (Luxembourg) S.A.
• BNY Mellon Investment Management EMEA Limited
• BNY Mellon Investment Management Australia Limited
• Pershing (Channel Islands) Limited
• Pershing Advisor Solutions LLC
• Pershing Securities Canada Limited
• BNY Mellon Servicos Financerios Distribuidora de Titulos E Valores Mobiliarios (DTVM) S.A.
• The Bank of New York Mellon, S.A., Institucion de Banca Multiple
• The Bank of New York Mellon Securities Company Japan Limited
AFFILIATED ENTITIES THAT SERVE AS TRUSTEE, ETC.
• The Bank of New York Mellon
2. Authorization of Securities Lending.
To the extent that a Fund engages in securities lending transactions, Fiduciary hereby authorizes BNY, for purposes of
Prohibited Transaction Exemption 2006-16 ("PTE 2006-16"), to cause the Fund to engage in securities lending
transactions on behalf of the Participating Trust and to receive compensation in connection with such securities lending
transactions, as contemplated by PTE 2006-16. Fiduciary acknowledges that it has received and reviewed the
description of securities lending practices as set forth in Exhibit C, as well as any other reasonably available information
that Fiduciary has reasonably requested, and that the preceding authorization is based on such information and
disclosure.
3. Acknowledgement Regarding Cross -Trading.
The Fiduciary acknowledges that BNY may invest certain assets of the Trust in stock in accordance with applicable terms
and conditions of Section I of Prohibited Transaction Exemption 95-56 granted to BNY and its affiliates ("PTE 95-56"),
and the Fiduciary so authorizes such investment.
BNY is expressly authorized to undertake cross -trading of the assets of the Funds with other investment funds, accounts
or portfolios sponsored, maintained, trusteed, or managed by BNY or an affiliate thereof in accordance with Section I of
PTE 95-56. The Fiduciary acknowledges receipt of a copy of the notice entitled "Cross -Trading Information," a copy of
which is attached hereto, and that it is fully informed of the cross -trading techniques to be utilized for the Fund as
described in PTE 95-56. The Fiduciary agrees these authorizations are in accordance with and do not or will not
contradict any provision of the applicable trust agreement and/or investment guidelines of the Participating Trust.
BNY v.3.25
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Cross -Trading Information
As part of the Cross -Trading Program covered by PTE 95-56 for BNY and its affiliates (the "Bank"), the Bank is to provide
to each affected employee benefit plan the following information:
I. The Existence of the Cross -Trading Program. The Bank has developed and intends to utilize, wherever practicable,
a Cross -Trading Program for Indexed Accounts and Large Accounts as those terms are defined in PTE 95-56.
II. The "Triggering Events" Creating Cross -Trade Opportunities. In accordance with PTE 95-56, three "Triggering
Events" may create opportunities for Cross -Trading transactions. They generally include the following (see PTE 95-
56 for more information):
1. A change in the composition or weighting of the index by the independent organization creating and
maintaining the index;
2. A change in the overall level of investment in an Indexed Account as a result of investments and withdrawals on
the Account's opening date, where the Account is a bank collective fund, or on any relevant date for non-bank
collective funds; provided, however, a change in an Indexed Account resulting from investments or withdrawals
of assets of the Bank's own plans (other than the Bank's defined contributions plans under which participants
may direct among various investment options, including Indexed Accounts) are excluded as a "Triggering
Event"; or
3. A recorded declaration by the Bank that an accumulation of cash in an Indexed Account attributable to interest
or dividends on, and/or tender offers for portfolio securities equal to not more that 0.5% of the Account's total
value has occurred.
III. The Pricing Mechanism Utilized for Securities Purchase or Sold. Securities will be valued at the current market value
for the securities on the date of the crossing transaction.
Equity Securities - the current market value for the equity security will be the closing price on the day of trading as
determined by an independent pricing service; unless the security was added to or deleted from an index after the
close of trading, in which case the price will be the opening price for that security on the next business day after the
announcement of the addition or deletion.
Debt Securities - the current market value of the debt security will be the price determined by the Bank as of the
close of the day of trading according to the Securities and Exchange Commission's Rule 17a -7(b)(4) under the
Investment Company Act of 1940. Debt securities that are not reported securities or traded on an exchange, will be
valued based on an average of the highest current independent bids and the lowest current independent offers on
the day of cross trading. The Bank will use reasonable inquiry to obtain such prices from at least three independent
sources to price a certain debt security; and the closing price quotations will be obtained from all available sources.
IV. The Allocation Method. Direct cross -trade opportunities will be allocated among potential buyers or sellers of debt
or equity securities on a pro -rata basis.
V. Other Procedures Implemented by the Bank for its Cross -Trading Practices. The Bank has developed certain internal
operational procedures for cross -trading and equity securities. These procedures are available upon request.
BNY v.3.25
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Exhibit E
Proxy Voting Policies
Newton Investment Group ("Newton") is comprised of Newton Investment Management North America, LLC ("NIMNA"
or the "Firm"), Newton Investment Management Ltd. ("NIM"), and Newton Investment Management Japan Limited.
("NIMJ"). The Newton entities are each a subsidiary of The Bank of New York Mellon ("BNY") and are therefore subject
to its policies and procedures which may be mentioned throughout this policy. This policy is specific to NIMNA,
however where Newton is referenced within the policy it should be viewed from the global perspective, unless
otherwise noted.
Policy Statement
As a fiduciary and to meet its obligations as an SEC registered investment adviser, Newton owes its clients a duty of
care and a duty of loyalty with respect to all services undertaken on the client's behalf including (where applicable) the
exercise of voting rights. Newton provides discretionary and non -discretionary investment advisory services to
institutional investors in the form of, for example, separate accounts, model portfolios, and pooled investment vehicles
that are offered or maintained by BNY and its affiliates, and to other investment advisers through sub -advisory
agreements. In addition, we may also provide voting advice to accounts where Newton acts in an advisory capacity.
This Proxy Voting Policy (the "Policy") describes Newton's approach to exercising voting rights, where discretion over
the voting decisions has been delegated to Newton by its clients and where Newton provides guidance on exercising
voting rights in securities that Newton has recommended to clients on a non -discretionary basis, e.g. model accounts.
Where applicable, Newton will use its best efforts to exercise voting rights as part of its authority to manage, acquire
and dispose of account assets. With respect to funds, i.e., registered investment companies, UCITS or AIFs, which
Newton manages and/or sub -advises, Newton will exercise voting rights under this Policy pursuant to an authority
granted under the applicable client agreements. Newton will exercise voting rights in a prudent and diligent manner
and in the best interests of clients.
Proxy Voting by Newton
Newton has adopted and implemented the Policy, which it believes is reasonably designed to:
• Ensure that voting rights are exercised;
• Ensure voting decisions are taken in the best interests of clients aiming to protect our clients' rights as minority
shareholders;
• Address potential material conflicts of interest that may arise; and
• Meet disclosure requirements and expectations in connection with voting responsibilities and activities undertaken.
Voting Guidelines
Newton has established overarching voting guidelines which inform our ultimate voting decision, based on guidance
established by internationally recognized governance principles including the OECD Corporate Governance
Principles, the ICGN Global Governance Principles, the UK Investment Association's Principles of Remuneration and
the UK Corporate Governance Code, in addition to other local governance codes.
All voting decisions are based on Newton's voting guidelines. We have used the services of an independent voting
service provider to translate these guidelines into explicit voting actions forming a bespoke voting policy for Newton.
This policy will be applied to all our votable holdings, enabling a universal approach to our voting while allowing us to
deploy in-depth case-by-case analysis from the stewardship team for those issuers and/or proposals which merit
greater focus due to the materiality of our investment or the importance of the issue at hand (e.g., shareholder
resolution, corporate action, related -party transactions). In these instances, communication with or input from the
wider investment team may be sought, as well as, if relevant, engagement with the company. The stewardship team
retains the ultimate discretion to deviate the vote instruction from Newton's bespoke policy's recommendation.
Our active approach to voting means that our voting decisions reflect our investment rationale and take into
consideration engagement activity and the company's approach to relevant codes, market practices and regulations.
These are applied to the company's unique situation, while also taking into account any explanations offered for why
the company has adopted a certain position or policy.
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Newton seeks to make proxy voting decisions that are in the best long-term financial interests of its clients and which
seek to support investor value creation by supporting proposals that are consistent with our corporate governance
views and investment case.
In general, voting decisions are taken consistently across all Newton's clients that are invested in the same underlying
company. This is in line with Newton's investment process that focuses on the long-term success of the investee
company. Further, it is Newton's intention to exercise voting rights in all circumstances where it retains voting
authority. This may be hindered by various practical considerations. For instance, in certain markets, shares are
"blocked" before the exercise of voting rights. Blocking consists of placing the stock on a register for a number of days
spanning the meeting. During the share -blocked period, the shares cannot be traded freely. In markets where share
blocking is practiced, Newton will vote only when the resolution is not in shareholders' best interests and where
restricting the ability to trade is not expected to adversely affect the value of clients' holdings. Another common
barrier to voting is the requirement at market or company level for a Power of Attorney to be in place. In cases where
our clients have not put these Powers of Attorney into place, we will not submit a vote.
Voting Procedures
All voting opportunities are communicated to Newton by way of an electronic voting platform. Moreover, the
Stewardship Team has set up a series of email alerts and notifications on the electronic voting platform designed to
ensure all meetings are voted in time and the significant holdings are captured and looked at internally.
The Stewardship team reviews the bespoke policy recommendation for all issuers and/or proposals which merit
greater focus due to the materiality of our investment or the importance of the issue at hand (e.g., shareholder
resolution, corporate action, related -party transactions) for matters of concern. Any such contentious issues identified
may be referred to the appropriate global fundamental equity analyst or portfolio manager for comment. Where an
issue remains contentious, Newton may also decide to confer or engage with the company or other relevant
stakeholders. Our bespoke voting policy is applied for all other votes.
An electronic voting service is employed to submit voting decisions.
Newton's Corporate Actions team and members of certain BNY operations teams are responsible for administrative
elements surrounding the exercise of voting rights by ensuring the right to exercise clients' votes is available and that
these votes are exercised.
Voting Service Providers
Newton utilizes an independent voting service provider for the purposes of managing upcoming meetings via its
electronic platform, providing research and for implementing Newton's bespoke voting policy and issuing
recommendations based on this policy.
Newton's external voting provider is subject to the requirements set by Newton's Vendor Management Oversight
Group. As such, regular due diligence meetings are held and minutes maintained with this provider, which includes
reviewing its operational performance, service quality, robustness of research and its internal controls, including
management of its potential material conflicts of interest. In addition, and along with its other clients, Newton
participates in consultations that seek specific feedback on proxy voting matters. This helps ensure alignment of
interest between Newton's expectations and the voting recommendations provided by the external provider.
Acting Collectively
Subject to applicable law and reporting regulations, Newton will work collectively with other investors as well as trade
associations, government bodies and non-governmental organizations to develop best practice, raise awareness of a
concern or enhance the effectiveness of engagement activities. When considering action and also when acting
collectively on a specific issue of concern with a company, we exercise caution in order to avoid situations of being
unintentionally in receipt of Material Non -Public Information, breaching relevant anti-trust or anti-competitive rules and
regulations, or being considered acting in concert with one or more other investors.
Conflicts of Interest
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Where Newton acts as a proxy for its clients, a conflict could arise between Newton (including BNY funds or affiliate
funds), the investee company and/or a client when exercising voting rights. Newton has in place procedures for
ensuring potential material conflicts of interests are mitigated, while its clients' voting rights are exercised in their best
interests. Newton seeks to avoid potential material conflicts of interest through:
• The establishment of Newton's Governance Principles and Voting Guidelines, which are applied in an objective and
consistent manner across client accounts, based on, the application of Newton's bespoke voting policy and analysis
drawn from internal and external research, as applicable and without consideration of any Newton or BNY client
relationship factors;
• The establishment of an independent stewardship team, which executes Newton's proxy voting activities; and
• Internal oversight groups.
Where a potential material conflict of interest exists between Newton, BNY, the underlying company and/or a client,
the voting recommendations of an independent third -party proxy service provider will be applied.
All instances where a potential material conflict of interest has been recognized and where Newton engages its proxy
voting service provider are disclosed in our annual stewardship report.
Newton employees are required to identify any potential or actual conflicts of interest and take appropriate action to
avoid or manage these and report them to Newton's Conflicts of Interest Committee for review. Further information
can be found in Newton's Conflicts of Interest Policy (https://www.newtonim.com/global/special-document/conflictof-
interest-policy). Newton employees are required to identify any potential or actual conflicts of interest and take
appropriate action to avoid or manage these and report them to Newton's Conflicts of Interest Committee for review.
Further information can be found in Newton's Conflicts of Interest Policy.
Disclosures and Reporting
We publish two major reports each year: (i) our annual stewardship report which provides an overview of our
approach to stewardship and provides case studies on our engagement, advocacy and voting activities; and (ii) a post -
season voting report outlining our views and approach on key trends observed, an overview of how we voted on
shareholder proposals, and case studies on significant holdings and high-profile names.
We also typically publish our quarterly vote record which includes voting rationale for decisions not aligned with the
recommendations of the underlying company's management and for decisions on all shareholder proposed
resolutions.
Newton will provide clients with a copy of its policies noted above upon request, as well as information on how their
proxies were voted by Newton.
Securities Lending
Newton does not engage in securities lending on behalf of its clients; this activity is at the discretion of individual
clients. For certain funds that are managed by BNY, and where Newton is appointed as investment manager or
subadvisor, the fund boards have entered into securities -lending programs. The nature of our relationship has allowed
us to agree a recommended list of restricted securities for the purposes of lending.
Controls, Record Keeping and Auditing
Newton has established a Sustainability Committee that oversees all aspects relating to sustainability at Newton,
including Newton's investments, direct impacts and engagement with communities and engagement with financial
markets (advocacy) regarding sustainability issues. This includes Newton's approach to the exercise of voting rights.
Records are kept of all voting decisions, including evidence of the submission and approval process and are made
available upon request. In addition, the Corporate Actions team reports monthly on critical risk indicators in relation to
voting matters.
Roles and Responsibilities
Newton's Corporate Actions team and members of certain BNY Operations teams are responsible for administrative
processes and actions that ensures Newton has the ability to and does exercise its individual clients' voting rights.
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Stewardship team members are also responsible for ensuring voting rights are exercised and that voting decisions are
in line with Newton's voting guidelines.
Fundamental equity analysts and portfolio managers provide specific company -level investment insight for
consideration when arriving at voting decisions.
The Sustainability Committee oversees Newton's Responsible Investment Policies and Principles, which includes this
Policy.
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Countersigned:
Bruc
Chair, Pension Trustees
CITY OF CLEARWATER, FLORIDA
By:
Jennif Poirrier
City Manager
Approved as to form: Attest:
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David Margolis
City Attorney
,QvY ; Rose . rie CaII
City Clerk