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Declaration of Trust of the UBS Fiduciary Trust Company Collective Investment Trust for Employee Benefit Plans

Effective April 21, 2004

This Declaration of Trust is not complete without Portfolio Disclosure Documents.

UBS Fiduciary Trust Company Contents

Article Page

I Title, Definitions, Purpose, Trust Funds ...... 1

II Eligibility for Participation...... 2

III Admissions and Withdrawals ...... 3

IV Investments, Trustee Duties and Powers, Distributions...... 5

V Units of Participation, Certificates ...... 8

VI Valuations ...... 8

VII Accounting Rules and Records ...... 10

VIII Fees, Expenses, Trustee Liability...... 11

IX Liquidating Accounts...... 12

X Reliance on Communications ...... 13

XI Amendments, Termination, Notices...... 13

XII General Provisions...... 13 Table of Contents

Article I Page Article V Page Title, Definitions, Purpose, Trust Fund...... 1 Units of Participation, Certificates ...... 8

Section 1.1 Title ...... 1 Section 5.1 Units...... 8 Section 1.2 Definitions ...... 1 Section 5.2 No Certificates ...... 8 Section 1.3 Purpose ...... 2 Section 1.4 Trust Fund ...... 2 Article VI Valuations ...... 8 Article II Eligibility for Participation ...... 2 Section 6.1 When Made ...... 8 Section 6.2 Valuation of Units...... 8 Section 2.1 Eligible Trusts and Funds...... 2 Section 6.3 Valuation of Assets ...... 8 Section 2.2 Conditions of Participation ...... 3

Article VII Article III Accounting Rules and Records ...... 10 Admissions and Withdrawals...... 3 Section 7.1 Accounting Rules ...... 10 Section 3.1 Basis and Time of Admissions Section 7.2 Records ...... 10 and Withdrawals ...... 3 Section 7.3 Audit ...... 10 Section 3.2 Notice of Admission or Section 7.4 Financial Report ...... 10 Withdrawal...... 3 Section 7.5 Approval or Disapproval of Section 3.3 Admissions ...... 4 Report ...... 10 Section 3.4 Withdrawals ...... 4 Section 7.6 Fiscal Year...... 11 Section 3.5 Allocations, Directions ...... 4 Section 7.7 Direct Filing ...... 11 Section 3.6 Unit Accounting ...... 4 Section 3.7 Diversion, Assignment Prohibited...... 4 Article VIII Fees, Expenses, Trustee Liability ...... 11

Article IV Section 8.1 Trustee Fees ...... 11 Investments, Trustee Duties and Section 8.2 Expenses...... 11 Powers, Distributions ...... 5 Section 8.3 Limitation on Liability ...... 11 Section 8.4 Indemnity ...... 12 Section 4.1 Portfolios ...... 5 Section 8.5 Advice of Counsel ...... 12 Section 4.2 Investment Responsibility ...... 5 Section 4.3 Investments—General...... 5 Section 4.4 Short-Term Investments ...... 5 Article IX Section 4.5 Cash Balances and Deposits ...... 6 Liquidating Accounts ...... 12 Section 4.6 Management and Administrative Powers ...... 6 Section 9.1 Transfer to Account ...... 12 Section 4.7 Income, Gains and Losses...... 7 Section 9.2 Interest in Account ...... 12 Section 4.8 Brokerage and Transaction Section 9.3 Distributions ...... 12 Costs ...... 8 Section 9.4 Borrowing ...... 12 Section 9.5 Exclusion ...... 12 Article X Page Reliance on Communications ...... 13

Section 10.1 Certification ...... 13 Section 10.2 Reliance ...... 13

Article XI Amendments, Termination, Notices...... 13

Section 11.1 Amendments ...... 13 Section 11.2 Termination ...... 13 Section 11.3 Reorganization ...... 13

Article XII General Provisions...... 13

Section 12.1 Governing Law ...... 13 Section 12.2 Successors ...... 13 Section 12.3 Notices ...... 14 Section 12.4 Inspection...... 14 Section 12.5 Titles...... 14 Section 12.6 Invalid Provisions...... 14 UBS Fiduciary Trust Company Collective Investment Trust for Employee Benefit Plans Declaration of Trust (Amended and Restated)

WHEREAS, UBS FIDUCIARY TRUST COMPANY Article I (formerly known as PW Trust Company), a New Jersey Title, Definitions, Purpose, Trust Fund Banking corporation, hereinafter sometimes referred to as the “Trustee,” established a collective trust fund Section 1.1 Title. The Collective Trust shall be known known as the PW Trust Company Pooled Trust for as the UBS FIDUCIARY TRUST COMPANY COLLECTIVE Employee Benefit Plans (the “Collective Trust”) for the INVESTMENT TRUST FOR EMPLOYEE BENEFIT PLANS, purpose of commingling assets of certain pension, and shall be held, managed, administered, and profit-sharing and employee benefit trusts for maintained at all times as a domestic trust in the investment purposes under a Declaration of Trust United States, pursuant to the laws of the State of dated February 2, 1987 (the “1987 Declaration”); New Jersey.

WHEREAS, the Trustee restated the 1987 Declaration, Section 1.2 Definitions. Where used in this effective June 28, 1995 (the “1995 Declaration”), to Declaration of Trust, unless the context otherwise authorize participation in the Collective Trust by requires, or unless otherwise herein expressly certain insurance company separate accounts and provided, the following definitions shall be applicable: bank commingled or group trusts consisting solely of assets of qualified employee benefit plans and assets (a) “Business Day” means any day the Trust Company of certain governmental plans and units, to rename is open for business that is not a federal public the Collective Trust as the PW Trust Company Pooled holiday. Trust, and to make certain other changes; (b) “Code” means the Internal Revenue Code of WHEREAS, the Trustee amended the 1995 Declaration, 1986, as amended. effective June 1, 1997, to facilitate the availability of certain investment portfolios, and restated the 1995 (c) “Collective Trust” means the UBS Fiduciary Trust Declaration of Trust as of September 1, 1997 (the Company Collective Investment Trust for Employee “1997 Declaration”); Benefit Plans, and each Portfolio created under this Declaration of Trust which may constitute a part of WHEREAS, the Trustee amended and restated the the Collective Trust. 1997 Declaration, effective September 30, 1998 (the “1998 Declaration”), to clarify certain provisions; (d) “Declaration of Trust” means this Declaration of Trust, as amended and restated by this instrument. WHEREAS, the Trustee amended the 1998 Declaration, effective June 9, 2003, to reflect the (e) “ERISA” means the Employee Retirement Income change of the Trustee’s name to UBS Fiduciary Trust Security Act of 1974, as amended. Company, and of the name of the Collective Trust to that set forth above; and (f) “Liquidating Account” means a segregated account established pursuant to Article IX of this WHEREAS, the Trustee desires to amend and restate Declaration of Trust. the Declaration of Trust to make certain other changes; (g) “Participating Trust” means any trust or fund, acceptable to the Trustee, participating in the NOW, THEREFORE, the Trustee hereby amends and Collective Trust pursuant to Article II. restates the Declaration of Trust governing the Collective Trust, effective as of April 21, 2004, to read (h) “Portfolio” means a separate trust fund as follows: established and maintained as a part of the Collective Trust for investment purposes in accordance with Article IV.

1 (i) “Portfolio Disclosure Document” means the Article II separate instrument adopted by the Trustee pursuant Eligibility for Participation to Article IV to establish and describe certain provisions governing a Portfolio. Section 2.1 Eligible Trusts and Funds. The following trusts and other entities with respect to which the (j) “Trust Company” means UBS Fiduciary Trust Trust Company acts as trustee, investment manager, Company and any successor to it pursuant to Section managing agent, custodian, or agent, and which the 12.2. Trustee has accepted as a Participating Trust, are eligible for Participation in the Collective Trust: (k) “Trustee” means the Trust Company in its capacity as trustee of the Collective Trust. (a) a trust which is (i) a pension, profit-sharing, or other employee benefit trust exempt from Federal (l) “Unit” means a book-entry record used to income taxation under Code Section 501(a) by reason determine the value of the beneficial interest of each of qualifying under Code Section 401(a) and, if such Participating Trust in the Collective Trust and each trust covers one or more self-employed individuals Portfolio thereof. within the meaning of Code Section 401(c)(1), which satisfies the applicable requirements of the Securities (m) “Valuation Date” means a day on or as of which Act of 1933, as amended from time to time (or Rule the Trustee determines the value of the Units of a 180 of the Securities and Exchange Commission Portfolio, as specified in the Portfolio Disclosure thereunder, or any successor ruling, regulation, or Document of such Portfolio. similar pronouncement), regarding participation in a collective investment trust; and (ii) maintained Section 1.3 Purpose. The Collective Trust is established pursuant to a plan or trust instrument which and shall be operated and maintained by the Trust authorizes it to participate in the Collective Trust or in Company exclusively for the collective investment and any other common, collective, or commingled trust reinvestment of the assets of certain employee benefit fund and which specifically or in substance and effect trusts and other eligible entities, as described below. adopts this Declaration of Trust or the declaration of The Trustee intends that the Collective Trust and each trust or other governing instrument under which such Portfolio shall qualify as a group trust under Internal common, collective, or commingled trust fund is Revenue Service Revenue Ruling 81-100, 1981-1 maintained, as a part of the plan of which such trust C.B. 326, or any successor ruling, regulation, or similar is a part; pronouncement, and this Declaration of Trust shall be construed, and the Collective Trust and each Portfolio (b) any of the following plans which satisfies the shall be administered, to give effect to that intention. applicable requirements of the Securities Act of 1933 The Collective Trust and the Portfolios are not designed and the Investment Company Act of 1940, as each is for professional market timing or for programmed or amended from time to time (or any applicable rules of frequent admissions and withdrawals because this type the Securities and Exchange Commission thereunder), of activity can have a disruptive effect on the Portfolios regarding participation in a collective investment fund: and can be detrimental to the Participating Trusts. (i) a plan established and maintained for its employees by the U.S. Government, by the government of any Section 1.4 Trust Fund. The Trustee shall hold in trust State or political subdivision thereof, or by any agency and administer, invest, and reinvest, pursuant to this or instrumentality of the foregoing, within the Declaration of Trust, all cash and other property meaning of Code Section 414(d); (ii) an eligible acceptable to it, transferred to it from time to time for deferred compensation plan within the meaning of investment by a Participating Trust. Code Section 457(b) established and maintained by an eligible governmental employer described in Code Section 457(e)(1)(A); and (iii) any other governmental plan or unit described in Code Section 818(a)(6);

2 (c) a separate account maintained in connection with administration of the Participating Trust’s assets held a contract of an insurance company which consists hereunder or to the rights, powers, responsibilities or solely of the assets of trusts and plans described in liabilities of the Trustee with respect thereto shall be Sections 2.1(a) and (b); and resolved in favor of this Declaration of Trust.

(d) any common, collective, or commingled trust fund, (b) If the Trustee receives actual notice that a including, without limitation, any such fund Participating Trust no longer satisfies the conditions of maintained by the Trust Company or an affiliate Section 2.1, or if the Trustee determines in its sole (including a Portfolio administered under this discretion that a Participating Trust should withdraw Declaration of Trust), which (i) consists solely of the for any reason, the Trustee shall take all steps assets of trusts and plans described in Sections 2.1(a), necessary to distribute to such Participating Trust its (b), and (c); (ii) is exempt from federal income taxation entire interest in the Collective Trust, other than any under Code Section 501(a) by reason of qualifying as interest the Participating Trust may have in a a “group trust” under Revenue Ruling 81-100; and Liquidating Account, as soon as practicable after the (iii) is maintained pursuant to an instrument which Trustee receives such notice. authorizes it to participate in the Collective Trust or in any other common, collective, or commingled trust fund and which specifically or in substance and effect Article III adopts this Declaration of Trust or the declaration of Admissions and Withdrawals trust or other governing instrument under which such other common, collective, or commingled trust fund is Section 3.1 Basis and Time of Admissions and maintained, as a part thereof. Withdrawals. All admissions to and withdrawals from the Collective Trust by a Participating Trust shall Section 2.2 Conditions of Participation. A trust or be effected only (i) on the basis of the value of a Unit other entity described in Section 2.1 shall become a determined pursuant to Article VI, and (ii) as of a Participating Trust upon its acceptance by the Trustee, Valuation Date. in the Trustee’s sole discretion. Any such trust or entity shall establish to the Trustee’s satisfaction that it meets Section 3.2 Notice of Admission or Withdrawal. the requirements of that Section and shall provide, at On or before the Valuation Date as of which an the request of the Trustee, written representations admission or withdrawal is to be made, the Trustee (including, without limitation, representations to the shall approve a request for or notice of intention of effect that its tax-exempt status will not be jeopardized taking such action, indicating the Portfolio or as a result of participation in the Collective Trust) and Portfolios to which or from which the admission or other information (including, without limitation, a withdrawal is to be made. No such request or notice written certificate regarding its status or a copy of a may be cancelled or countermanded after the determination letter from the Internal Revenue Service) Valuation Date as of which such withdrawal is made. or other assurances that the Trustee may deem The Trustee may establish a time by which requests necessary or advisable. for admissions and withdrawals must be received on any Valuation Date in order for such admission or A trust or other entity that has been accepted as a withdrawal to be effected at the Unit value Participating Trust shall continue to be eligible to determined for such Valuation Date. The Trustee, in its participate in the Collective Trust, subject to the discretion, also may require that a request or notice of following conditions: an admission to or withdrawal from the Collective Trust or any Portfolio be received by the Trustee up to (a) During such time as any assets of a Participating 15 days before the Valuation Date as of which such Trust are held in the Collective Trust, (i) this Declaration admission or withdrawal is to be made, except that, of Trust shall govern the administration of such assets, in the case of a withdrawal from a Portfolio invested and (ii) any inconsistency between the governing in real estate, guaranteed investment contracts issued instrument of the Participating Trust and this by insurance companies, or other assets which are not Declaration of Trust relating to the management or readily marketable, the Trustee may require that the

3 request or notice be received by it up to one year hold Units and shall share proportionately with all before the relevant Valuation Date, and shall be other Participating Trusts having an interest in each subject to such additional restrictions, if any, as are set such Portfolio in the net income, profits, and losses forth in the Portfolio Disclosure Document. thereof. The Trustee shall have legal title to the assets of the Collective Trust and no Participating Trust shall Section 3.3 Admissions. A Participating Trust may be deemed to have individual ownership of any asset. acquire a beneficial interest in the Collective Trust by Requests and notices concerning admissions and transferring to the Trustee cash or other property withdrawals may be of continuing effect, instructing acceptable to the Trustee. the Trustee to effect admissions and withdrawals as of subsequent Valuation Dates based on cash balances (a) The Trustee, in its discretion, may establish of a Participating Trust or such other criteria as may minimum or maximum dollar amounts for initial or be specified by a Participating Trust. subsequent additions to the Collective Trust or any Portfolio. Section 3.6 Unit Accounting. A Participating Trust making an addition to or a withdrawal from the (b) If a Participating Trust makes an admission in the Collective Trust shall be considered for accounting form of a contribution of property in kind, such purposes to have purchased or sold, respectively, that admission shall be on the basis of the value of such number of whole or fractional Units having an assets as determined by the Trustee. aggregate value equal to the value of the addition or withdrawal. The price at which Units are purchased or Section 3.4 Withdrawals. Subject to any restrictions sold for purposes of this Section shall be the Unit on withdrawals from a Portfolio as set forth in the value determined by the Trustee in accordance with applicable Portfolio Disclosure Document, the Trustee Article VI. shall distribute the proceeds of a withdrawal requested by a Participating Trust as soon as Section 3.7 Diversion, Assignment Prohibited. The practicable after the Valuation Date as of which such following provisions shall apply, notwithstanding any withdrawal is made. provision of this Declaration of Trust or any amendment hereto to the contrary. (a) Notwithstanding the foregoing, the cash proceeds from the sale of securities liquidated to fund a (a) No part of the principal or income of the Collective withdrawal shall not be paid until after the actual Trust which equitably belongs to a Participating Trust, settlement date or dates of the sale of such securities. other than that portion required for taxes (if any), reasonable expenses incurred in the administration of (b) The Trustee, in its discretion, may effect the Collective Trust, and Trustee compensation as withdrawals in cash, ratably in kind, or a combination permitted by this Declaration of Trust and applicable of cash and ratably in kind, or in any other manner law, shall be used or diverted to any purposes other consistent with applicable law and as the Trustee shall than for the exclusive benefit of the employees or determine to be appropriate and in the best interests their beneficiaries entitled to benefits under such of the Participating Trusts. If a withdrawal is made in Participating Trust. kind, the withdrawing Participating Trust or Trusts shall reimburse the costs of transferring the property, (b) No Participating Trust may assign all or any portion as determined by the Trustee in its discretion. of its equity or interest in the Collective Trust or any Portfolio. Section 3.5 Allocations, Directions. A Participating Trust may acquire and hold Units in more than one (c) No part of the Collective Trust or any Portfolio Portfolio and may change its investments in the which equitably belongs to a Participating Trust shall Portfolios from time to time in accordance with the be subject to any legal process, levy of execution, or procedures for additions and withdrawals described in attachment or garnishment proceedings for payment this Article III. Each Participating Trust shall have an of any claim against any such Participating Trust or undivided interest in each Portfolio in which it may any participant or beneficiary thereof.

4 (d) Notwithstanding anything to the contrary in this necessary or advisable to appoint the manager or Section 3.7, the assets of any Participating Trust sponsor of any fund in which the assets of the established by or in connection with a plan described Collective Trust may be invested pursuant to Sections in Code Section 457 shall be subject to the claims of 4.4 or 4.6(a) as trustee or investment manager for the general creditors of the sponsoring employer of such Participating Trusts with authority to manage and plan solely to the extent necessary to maintain the control such assets in accordance with the fund’s plan’s qualification under such Code Section. governing instrument, it is hereby authorized to do so by a named fiduciary with respect to control or management of the assets of each Participating Trust. Article IV To the extent permitted by law, securities transactions Investments, Trustee Duties and Powers, on behalf of the Portfolios may be executed through Distributions an affiliate of the Trustee.

Section 4.1 Portfolios. The Collective Trust shall Section 4.3 Investments—General. The Trustee may consist of such Portfolios as the Trustee may establish invest and reinvest the assets of each Portfolio in from time to time. investments and investment techniques or strategies of any kind, including, without limitation, equity and (a) The Trustee shall establish a Portfolio by adopting debt securities of domestic or foreign, private or a Portfolio Disclosure Document (i) describing the governmental issuers, bank deposits of any kind Portfolio’s investment policy, objectives, and (including any deposits of the Trustee or any such restrictions (if any), special valuation and accounting bank or savings association affiliated with the Trustee rules (if any), and any other operating rules specific to which bear a reasonable rate of interest), interests in such Portfolio, which are required to supplement the real property, including fee interests and leases general operating rules of this Declaration of Trust, thereon or loans secured thereby, which are consistent and (ii) incorporating the terms of this Declaration of with the investment guidelines, policies, objectives, Trust by reference and designating any exception to or and restrictions applicable to such Portfolio, as exclusion from such incorporation by reference and specified in its Portfolio Disclosure Document, without any other variation in the terms hereof, for purposes regard to the proportion any such investment may of that Portfolio. Notwithstanding the foregoing, the bear to the assets of a Portfolio or whether, in the Portfolio Disclosure Document of any Portfolio shall case of common and capital stocks and other equity be consistent with the requirements of Revenue investments, the investment is paying current Ruling 81-100. dividends. The Trustee’s determination as to whether any investment, investment technique, or strategy is (b) Each Portfolio shall constitute a separate trust and within the class or classes of investments in which a the Trustee shall hold, manage, administer, invest, Portfolio may invest, and as to whether any particular distribute, account for, and otherwise deal with the investment technique or strategy is consistent with assets of each Portfolio separately. Except to the the guidelines, policies, and objectives of a Portfolio, extent otherwise indicated in the Portfolio Disclosure shall be conclusive. The Trustee may invest the assets Document of a Portfolio, this Declaration of Trust shall of any Portfolio in Units of any other Portfolio where apply to each Portfolio. the Trustee, in its discretion, deems such investment to be appropriate and consistent with the investment Section 4.2 Investment Responsibility. The Trustee guidelines, policies, objectives, and restrictions of the shall have exclusive management and investment investing Portfolio. authority with respect to the Collective Trust. Subject to the foregoing, the Trustee may retain and consult Section 4.4 Short-Term Investments. Except where with such investment advisers or other consultants, specifically prohibited or restricted by the Portfolio including, without limitation, any affiliate of the Disclosure Document of a Portfolio, the Trustee may Trustee, as the Trustee, in its discretion, may deem from time to time, in its discretion, invest such portion advisable to assist it in carrying out its responsibilities of the assets of such Portfolio as it may deem under this Declaration of Trust. If the Trustee deems it advisable temporarily in short-term money market

5 instruments or vehicles, including, without limitation, collective, commingled, or pooled investment funds obligations of, guaranteed by, or insured by the U.S. including, without limitation, but subject to applicable Government, its agencies or instrumentalities, bankers’ law, such funds advised, managed, maintained, or acceptances, commercial paper, certificates of deposit otherwise served by the Trustee or any of its affiliates, and other deposit accounts insured by the Federal for which the Collective Trust is an eligible participant Deposit Insurance Corporation, repurchase and, if such fund is intended to qualify as a group agreements, money market mutual funds (including, trust under Revenue Ruling 81-100, the fund’s without limitation, but subject to applicable law, those governing instrument, as amended from time to time, sponsored or advised by the Trust Company or any of shall, to the extent of the Collective Trust’s its affiliates), and any short-term investment fund participation therein, be incorporated into and be a (including, without limitation, but subject to applicable part of this Declaration of Trust, and the combining of law, any such fund maintained by the Trust Company the Collective Trust’s assets with the assets of other or any of its affiliates pursuant to this Declaration of participants in such fund, to be held and administered Trust or otherwise) for which the Portfolio is an eligible in accordance with the fund’s governing instrument is participant. The governing instrument, as amended hereby specifically authorized; from time to time, of any such fund which is intended to qualify as a group trust under Revenue Ruling (b) To retain any property received by it at any time; to 81-100 shall, to the extent of a Portfolio’s participation sell or exchange any property, for cash or on credit, at therein, be incorporated herein and made a part of public or private sale; to acquire and hold any this Declaration of Trust, and the combining of the securities or other property even though the Trustee, assets of any Portfolio with the assets of other in its individual or any other capacity, may (i) have participants in such fund, to be held and administered invested or may thereafter invest its own account or in accordance with the fund’s governing instrument is the account of others in the same securities or related hereby specifically authorized. property or related securities or other property, the interest or principal of which may be payable at Section 4.5 Cash Balances and Deposits. The different rates or different times or may have a Trustee is authorized to hold temporarily such part of different rank or priority, or (ii) receive compensation the Collective Trust or any Portfolio uninvested for with respect to the entity reasonably and customarily such time as may be reasonably necessary for orderly due in the ordinary course of regular business administration of the Collective Trust and to maintain activities; such balances in non-interest-bearing deposits maintained in the commercial or savings department (c) To borrow money as may be necessary or desirable of any bank or savings association, the deposits of to protect the assets of a Liquidating Account and to which are insured by the Federal Deposit Insurance encumber or hypothecate the assets of such Corporation, including the Trustee or any bank Liquidating Account to secure repayment of such affiliated with the Trustee. indebtedness;

Section 4.6 Management and Administrative (d) To lend securities of the Collective Trust, to secure Powers. The Trustee shall have the rights, powers, the same in any manner, and, during the term of the and privileges of an absolute owner in the loan, to permit the loaned securities to be transferred management and administration of the Collective into the name of and voted by the borrower; Trust. In addition to and without limiting the powers and discretion conferred on the Trustee elsewhere in (e) To exercise or dispose of any conversion, this Declaration of Trust and the Portfolio Disclosure subscription, voting, or other rights, discretionary or Documents or by applicable law, the Trustee shall otherwise, including the right to vote by or grant have the following discretionary powers: proxies, appurtenant to any securities or property held by the Collective Trust at any time; (a) To invest and reinvest indirectly in investments through mutual funds, closed-end investment (f) To renew or extend any obligation held by the companies, limited partnerships, and other common, Collective Trust;

6 (g) To consent to and participate in, or to oppose, any the Collective Trust; to commence or defend suits or plan of reorganization, consolidation, combination, legal proceedings whenever, in the Trustee’s merger, liquidation, or other similar plan relating to judgment, any interest of the Collective Trust so any property, contract, lease, mortgage, purchase, requires; and to represent the Collective Trust in all sale, or other transaction by any person or suits or legal proceedings in any court or before any corporation and, to the extent permitted by applicable other body or tribunal; and to pay from the Collective law, to deposit any property with any protective, Trust all costs and reasonable attorneys’ fees in reorganization, or similar committee, delegate connection therewith; discretionary power with respect thereto, and pay and agree to pay an appropriate part of the expenses and (l) To subdivide, develop, improve, lease (for a term compensation of any such committee and any within or beyond the existence of the Collective assessments levied with respect to any such property Trust), grant options to purchase, or purchase options so deposited; to acquire, any real property held by the Collective Trust; to make ordinary and extraordinary repairs and (h) To hold property of the Collective Trust in bearer alterations to buildings; to raze and erect new form or to register or cause to be registered such buildings; and to purchase such insurance on behalf property in the name of a nominee of the Trustee or of the Collective Trust and at its expense including, any custodian appointed by the Trustee; provided, the without limitation, public liability, fire, and extended records of the Trustee and any such custodian shall coverage, rent insurance, and such other insurance show that such property belongs to the Collective covering insurable risks as the Trustee may deem Trust; appropriate;

(i) To deposit securities with a securities depository (m) To organize or acquire one or more corporations, and to permit the securities so deposited to be held in wholly or partly owned by the Collective Trust, each the name of the depository’s nominee, and to deposit of which may be exempt from federal income securities issued or guaranteed by the U.S. taxation under the Code; to appoint ancillary or Government or any agency or instrumentality thereof, subordinate trustees or custodians to hold title to or including securities evidenced by book-entry rather other indicia of ownership of property of the than by certificate, with the U.S. Department of the Collective Trust in those jurisdictions, domestic or Treasury, a Federal Reserve Bank, or other appropriate foreign, in which the Trustee is not authorized to do custodial entity; provided, the records of the Trustee business and to define the scope of the or any custodian appointed by the Trustee shall show responsibilities of such trustee or custodian; that such securities belong to the Collective Trust; (n) To employ suitable agents, including, without (j) Subject to ERISA Section 404(b) and applicable limitation, agents or pricing services to perform regulations of the U.S. Department of Labor, to hold valuations of the assets of the Collective Trust, securities issued by a foreign government or business custodians, advisers, auditors, depositories, and entity at a foreign office of the Trustee or any of its counsel, domestic or foreign, and, subject to affiliates or any custodian appointed by the Trustee, applicable law, to pay their reasonable expenses and or to deposit such securities with a foreign securities compensation from the Collective Trust; and depository or bank regulated by a government agency or regulatory authority in the foreign jurisdiction, and (o) To make, execute, and deliver any and all contracts to permit the securities so deposited to be held in the and other instruments and documents deemed nominee name of the depository or bank; provided, necessary and proper for the accomplishment of any the records of the Trustee or any custodian appointed of the Trustee’s powers and responsibilities under this by the Trustee shall show that such securities belong Declaration of Trust. to the Collective Trust; Section 4.7 Income, Gains and Losses. Unless (k) To settle, compromise, or submit to arbitration any provided otherwise by the relevant Portfolio Disclosure claims, debts, or damages due or owing to or from Document, all net income and realized capital gains of

7 a Portfolio shall be accumulated and added to the Article VI principal at the convenience of the Trustee, and Valuations invested and reinvested as a part thereof. Section 6.1 When Made. The Trustee shall determine Section 4.8 Brokerage and Transaction Costs. The the value of the Units and assets of each Portfolio as Trustee or any investment adviser retained by the of each Valuation Date, and on or as of such other Trustee shall place Portfolio brokerage transactions dates or intervals as the Trustee may select. The with a broker-dealer affiliate of the Trustee on a $0 Trustee shall have a reasonable period of time, not commission basis so long as “best execution” is extending beyond the earlier of (i) the opening of available. If “best execution” obligations require business on the next Valuation Date, or (ii) 10 execution through a non-affiliated broker-dealer, Business Days following the Valuation Date for which commission expenses, mark-ups and mark-downs, Unit values are being determined, within which to and transaction costs will be borne by the Portfolio. determine the value of the Units of a Portfolio and the aggregate value of the beneficial interest of each Participating Trust in such Portfolio. Article V Units of Participation, Certificates Section 6.2 Valuation of Units. The Trustee shall determine the value of the Units of each Portfolio as Section 5.1 Units. The Trustee shall divide each follows: Portfolio into whole or fractional Units of participation for purposes of recording the beneficial interest of the (a) The Trustee shall determine the value of the assets Participating Trusts therein. Unless the Portfolio of each Portfolio in accordance with Section 6.3. The Disclosure Document of a Portfolio states otherwise, Trustee shall reflect any changes in security positions the initial value of the Units of each Portfolio shall be no later than in the first calculation on the first $10.00. Each Unit shall represent a proportionate, business day following the trade date. undivided interest in the Portfolio, and no Unit shall have priority or preference over any other Unit. As of (b) The Trustee shall subtract from the asset value any Valuation Date, the Trustee, in its discretion, may determined under Section 6.3 any expenses, charges, make a uniform change in the Units of a Portfolio or other liabilities incurred or accrued by the Portfolio either by dividing the Units into a greater number of as determined by the Trustee in good faith in Units of lesser value, or combining the Units to accordance with Section 8.2 and procedures produce a lesser number of Units of greater value, consistently followed and uniformly applied. The provided that the aggregate value of the new Units so Trustee’s determination of the allocation of such created shall be equal to the aggregate value of the expenses, charges, and liabilities among Portfolios pre-existing Units. shall be conclusive and binding on all Participating Trusts. Section 5.2 No Certificates. No transferable certificate shall be issued to evidence the interest of (c) The Trustee shall divide the net asset value of any Participating Trust in the Collective Trust, any Portfolio assets by the total number of Units of the Portfolio, or any Liquidating Account. However, a Portfolio in existence as of the relevant Valuation non-transferable certificate of participation may be Date. Fractions of one cent shall be rounded to the issued to each Participating Trust having an interest in nearest thousandth. a Liquidating Account describing the assets held in the Liquidating Account and the Participating Trust’s Section 6.3 Valuation of Assets. The current value proportionate interest therein. of the assets of each Portfolio shall be determined as follows:

(a) An investment which is listed upon a stock, securities or investment exchange shall be valued at the last recorded sales price in the ten-day period next

8 preceding the date as of which the valuation is made, exceeding 60 days shall be valued at the mean of the unless, within the said ten-day period, and representative quoted bid and asked prices for such subsequent to the date of the last recorded sales securities or, if such prices are not available, at the price, there have been recorded bid and asked prices, mean of the representative quoted bid and asked in which case the mean of the latest of such bid and prices for securities of comparable maturity, quality, or asked prices shall be taken to be the value of such type. Short-term securities having remaining investment. An investment which is not listed upon a maturities of 60 days or less shall be amortized to stock, securities or investment exchange, but which maturity based on their cost if acquired within 60 has an over-the-counter market, shall be valued at the days of maturity or, if already held on the 60th day, mean of the last recorded bid and asked prices in the based on the value determined on the 61st day. ten-day period next preceding the date as of which such valuation is made. If within the said ten-day (h) Shares of investment companies traded on an period, there have been no recorded sales and no exchange may be valued on the basis of market recorded bid and asked prices, the investment shall be quotations if the market volume and the depth of the valued at the mean of the last bid and asked prices as market, as determined by the Trustee, are sufficient to of a date not earlier than thirty days prior to the date establish that the market quotations appropriately as of which such valuation is made, as supplied by reflect the market values for such securities. Where two stock or securities brokers deemed by the Trustee market quotations do not appropriately reflect market to be reliable. For the purposes of this Section 6.3(a), value, such securities shall be valued at their current recorded sales prices and recorded bid and asked net asset values. prices shall be those which appear in a newspaper of general circulation or in a financial, statistical, (i) Bank deposits, guaranteed investment contracts investment, rating or other publication or service, issued by insurance companies, or other assets that published for the use of and accepted as reliable by provide for payments or withdrawals on a contractual investors in like investments, or in the records of a basis without penalty, and which are non-negotiable stock, securities, or investment exchange. or with respect to which there is no active trading market, shall be valued at fair value as determined by (b) Obligations of the United States which are not the Trustee, which value may be the cost or par value transferable or negotiable shall be valued at the issue of the investment, plus accrued income, less price thereof. withdrawals, if any, if the Trustee determines that such value approximates fair value; (c) An investment made and awaiting delivery against payment shall be valued at the market value thereof, (j) Portfolio securities and other assets of the and the cash account of the Portfolio shall be Collective Trust (as well as liabilities of the Collective adjusted to reflect the cost of acquisition. Trust), initially expressed in terms of foreign currencies, shall be translated into U.S. dollars at the (d) An investment sold but not delivered pending market rates prevailing as of the close of business on receipt of the proceeds of sale shall be valued at the the Valuation Date. net sale price thereof. (k) In determining the value of securities, the Trustee (e) Uninvested funds of a Portfolio shall be included in may make such adjustments as it deems necessary the aggregate value of all property of the Portfolio. under the circumstances to take into account stock splits or cash or stock dividends as of the Valuation (f) An investment made pursuant to a commitment Date. therefore shall be deemed to be made on the date when the commitment was made. (l) Income and expenses shall be recorded on an accrual basis. In determining the value of the assets of (g) U.S. Treasury bills, certificates of deposit issued by a Portfolio, the Trustee shall take into account any net banks, corporate short-term notes, and other short- income of the Portfolio accrued as of the applicable term investments with original or remaining maturities Valuation Date, any uninvested cash balance of the

9 Portfolio, and the value of any other asset considered Article VII by the Trustee to be an asset of the Portfolio. Accounting Rules and Records

(m) The value of real estate and tangible personal Section 7.1 Accounting Rules. Subject to property and of any interests therein shall be the fair Section 6.3, the Trustee shall account for the value thereof as of the close of business on each financial operations of the Collective Trust and Valuation Date as determined by the Trustee. The any Liquidating Account on the accrual basis, in Trustee shall obtain formal appraisals of such property accordance with accounting principles, generally at least once each year by an appraiser or appraisers accepted in the United States of America. employed by the Trustee or one or more qualified independent appraisers. The Trustee shall review and Section 7.2 Records. The Trustee shall keep such update such formal appraisal informally and may records as it deems necessary or advisable in its sole consider such other information or circumstances the discretion to account properly for the operation and Trustee considers relevant. In valuing real estate or administration of the Collective Trust and each tangible personal property subject to a term lease, or Portfolio. The Trustee’s records also shall show, with in valuing real estate or tangible personal property respect to each Participating Trust: (i) the date of each subject to a purchase-leaseback arrangement, if in admission, the number of Units allotted, and the either case the Trustee considers the value of the amount received in connection therewith; (ii) the date investment is based primarily on the obligation of the of each withdrawal, the number of Units redeemed, lessee or any guarantor to pay rent and only the amount paid in connection therewith, and whether secondarily on the underlying real estate or personal payment was made in cash, in kind, or partly in cash property, the Trustee may value the asset in such and partly in kind; (iii) the number of Units currently manner as the Trustee shall deem appropriate without held; and (iv) interests in any Liquidating Account. being required to obtain an appraisal thereof. The Trustee, either before or after the purchase of real Section 7.3 Audit. At least once during each estate or tangible personal property or any interest 12-month period, the Trustee shall cause a suitable therein may at any time obtain an appraisal thereof audit to be made of the Collective Trust by auditors by one or more qualified independent appraisers and responsible only to the Trustee’s board of directors. may pay the expense thereof from the assets of the relevant Portfolio. Section 7.4 Financial Report. At least once during each 12-month period, and after the termination of (n) In any case where there is no readily ascertainable the Collective Trust or any Portfolio, the Trustee shall market value or where the Trustee determines the prepare a written financial report, based on the audit application of the foregoing rules to be inappropriate, referred to in Section 7.3, containing such the asset shall be valued on the basis of estimated information as may be required by applicable law and values computed by the Trustee after taking into regulations. A copy of the report shall be furnished, account factors the Trustee considers relevant, or notice given that a copy thereof is available and including, without limitation, cost, valuations will be furnished without charge on request, to each furnished by an entity in which the Collective Trust person to whom a regular periodic accounting would may hold an interest, the value of similar investments ordinarily be rendered with respect to each for which a market value is readily ascertainable, and Participating Trust. In addition, the Trustee shall values obtained from qualified appraisers or other provide a copy of the report upon request to any sources who deal in or are familiar with the type of person for a reasonable charge. Except as otherwise asset or investment involved. provided in the preceding sentence, the Trustee shall bear the cost of printing, publication, and distribution of any financial report of the Collective Trust.

Section 7.5 Approval or Disapproval of Report. The financial report described in Section 7.4 shall be deemed to have been approved by each Participating

10 Trust with the same effect as though judicially authorized to pay from its own compensation or approved by a court of competent jurisdiction in a other resources (i) compensation payable to any proceeding in which all persons interested were made investment adviser retained by the Trustee, and parties and were properly represented before such (ii) compensation to registered broker-dealers for court, and, to the fullest extent permitted by recordkeeping, communication, and other applicable law, the Trustee shall be released and administrative services provided with respect to discharged from liability and accountability with Participating Trusts. Compensation to any investment respect to the propriety of its acts and transactions adviser providing services in connection to a Portfolio disclosed in the report, if (i) the Participating Trust shall be paid by the Trustee from its own resources does not specifically request in writing a copy of the unless otherwise expressly provided in the Portfolio report within 30 days after receipt of notice of its Disclosure Document for such Portfolio. availability, or (ii) the Participating Trust does not file written objections to specific items in the report with Section 8.2 Expenses. The Trustee shall charge to the the Trustee within 90 days after the report is mailed Collective Trust or any Liquidating Account (i) the cost by the Trustee to the Participating Trust at its last of money borrowed, (ii) costs, commissions, income address set forth in the Trustee’s records. Any such taxes, withholding taxes, transfer and other taxes and written objection shall apply only to the proportionate expenses associated with the holding, purchase share of the Participating Trust on whose behalf the and/or sale, and receipt of income from, investments, objection is filed and shall not affect the (iii) the reasonable expenses of an audit of the proportionate share of any other Participating Trust. Collective Trust by independent public accountants, The Trustee shall, in any event, have the right to a (iv) reasonable expenses of valuations; (v) reasonable settlement of its accounts in a judicial proceeding attorneys’ fees and litigation expenses, and (vi) any if it so elects. other expense, claim, or charge incurred by it in the administration of the Collective Trust not prohibited Section 7.6 Fiscal Year. The fiscal year of each by applicable law, including, without limitation, Portfolio shall end on the last Valuation Date of expenses associated with custodial services, preparing August, unless specified otherwise in the Portfolio or obtaining comparative performance data of the Disclosure Document for that Portfolio. Portfolios, and expenses of registering the Collective Trust (or the interests of Participating Trusts) under Section 7.7 Direct Filing. The Trustee intends to file applicable securities laws, unless the Trustee, in its the information called for by regulations under ERISA discretion, determines to pay any such expenses Section 103(b)(4) directly with the U.S. Department directly. of Labor. Section 8.3 Limitation on Liability. Except as otherwise provided by applicable law, (i) the Trustee Article VIII shall not be liable by reason of the purchase, Fees, Expenses, Trustee Liability retention, sale, or exchange of any investment, or for any loss in connection therewith, except to the extent Section 8.1 Trustee Fees. The Trustee may charge such loss shall have been caused by its own and pay from the Collective Trust reasonable negligence, willful misconduct, or lack of good faith, compensation for its services in managing and and (ii) the Trustee shall not be liable for any mistake administering the Collective Trust, in which case the made in good faith in the administration of the Portfolio Disclosure Document of any Portfolio to Collective Trust if, promptly after discovering the which such compensation is charged will describe the mistake, the Trustee takes whatever action the rate of such compensation. Alternatively, the Trustee Trustee, in its discretion, may deem to be practicable may charge management or administration fees under the circumstances. The Trustee also shall not be directly to each Participating Trust, and may redeem liable for the proper application of any part of the Units of a Participating Trust to pay any such fees due Collective Trust in accordance with the written and owing to the extent not otherwise paid by or on directions of a Participating Trust or its authorized behalf of the Participating Trust. The Trustee is representative, as provided herein. All persons dealing

11 with the Trustee are released from inquiry into the other reason should be distributed in kind or decision or authority of the Trustee and from seeing liquidated for the benefit of affected Participating to the application of any moneys, securities, or other Trusts, the Trustee may transfer the investment to a property paid or delivered to the Trustee. Liquidating Account. Any such Liquidating Account shall be subject to and governed by all of the Section 8.4 Indemnity. To the fullest extent permitted provisions of this Declaration of Trust, except as by applicable law, the Collective Trust shall indemnify hereinafter provided. and hold harmless the Trustee, its shareholders, directors, officers, employees, and agents (the Section 9.2 Interest in Account. The Trustee shall “indemnified parties”) from and against all losses, establish and administer each Liquidating Account claims, damages, liabilities, joint or several, or suits or solely for the benefit of the Participating Trusts other actions to which the indemnified parties may having an interest in the Portfolio from which the be subject insofar as such losses, claims, damages, asset was segregated at the time it was placed in liabilities, or actions arise by reason of the duties and the Liquidating Account. The Trustee shall prepare responsibilities undertaken by the Trustee and its a schedule showing the interest of each affected agents or delegates pursuant to the Declaration of Participating Trust in the Liquidating Account, and Trust. The Collective Trust also shall reimburse each shall hold such schedule as part of its fiduciary of the indemnified parties for any legal or other records. expenses reasonably incurred by any of them in connection with investigating, defending, or Section 9.3 Distributions. The Trustee shall make preparing to defend any such loss, claim, damage, distributions from a Liquidating Account, in cash or liability or action. Notwithstanding the foregoing, in kind, in accordance with the respective interests of the Collective Trust shall not be liable for any such the affected Participating Trusts. The Trustee shall indemnity or reimbursement to the extent that, in the liquidate the assets held in a Liquidating Account final judgment of a court of competent jurisdiction, and distribute the proceeds as and when the Trustee the Trustee is found to have breached this Declaration deems such liquidation and distribution to be in the of Trust or breached any duties or responsibilities best interests of the affected Participating Trusts. undertaken pursuant to this Declaration of Trust, in which event the indemnified party shall repay the Section 9.4 Borrowing. No additional money or Collective Trust for any amount advanced pursuant property shall be invested in a Liquidating Account. to this Section. However, in order to protect any asset held therein, the Trustee, in its discretion, may borrow money Section 8.5 Advice of Counsel. The Trustee may on the security of any asset held in the Liquidating consult with legal counsel of its choosing with respect Account. to the interpretation of the Declaration of Trust, the Trustee’s rights or responsibilities hereunder, any legal Section 9.5 Exclusion. The value of any asset held in proceeding or question of law, or any act the Trustee a Liquidating Account shall be excluded in performing proposes to take or omit, and may pay such counsel valuations pursuant to Section 6.1 or determining the reasonable compensation from the Collective Trust. basis upon which admissions to and withdrawals The Trustee shall not be liable for any action taken or from the Collective Trust are made. However, each omitted in good faith pursuant to the advice of such Liquidating Account shall be deemed to be a part of counsel. the Collective Trust for purposes of the settlement of the accounts of, and the payment of compensation to, the Trustee. Article IX Liquidating Accounts

Section 9.1 Transfer to Account. If the Trustee, in its discretion, determines that any investment held in the Collective Trust has ceased to be lawful or for some

12 Article X subdivided in a transaction (herein referred to as Reliance on Communications “reorganization”) involving any other Portfolio or any other collective investment fund or funds maintained Section 10.1 Certification. Each Participating Trust by the Trust Company or an affiliate outside this shall certify to the Trustee the name, signatures, Declaration of Trust. and contact information of the person or persons authorized to direct or communicate with the (a) No such reorganization shall take effect before Trustee on behalf of the Participating Trust. notice is provided to an authorized representative of each affected Participating Trust pursuant to Section 10.2 Reliance. The Trustee shall be fully Section 12.3. If any Participating Trust notifies the protected in acting upon any instrument, certificate, Trustee of its objection to the reorganization by a or document believed by it to be genuine and to date specified by the Trustee, the interest of such be signed or presented by the proper person or Participating Trust shall be withdrawn from each persons. The Trustee shall have no duty to make Portfolio involved in the reorganization on or before an investigation or inquiry as to any statement such Valuation Date. contained in any such writing, but may accept the same as conclusive evidence of the truth and (b) The value of the beneficial interest of each accuracy of the statements therein contained. Participating Trust in any Portfolio or distributions therefrom (if any) resulting from the reorganization shall be no less than the aggregate value of such Article XI Participating Trust’s beneficial interest in all of the Amendments, Termination, Notices affected Portfolios immediately prior to the reorganization. After the Valuation Date as of which Section 11.1 Amendments. The Trustee may amend the reorganization is effected pursuant to the this Declaration of Trust or any Portfolio Disclosure foregoing procedures, the reorganization shall be Document from time to time by resolution of the binding upon all Participating Trusts having an interest Trustee’s board of directors or any committee or in each Portfolio resulting from the reorganization officer authorized by the board. Each amendment and upon all fiduciaries and beneficiaries of such shall take effect as of the date specified by the Participating Trusts. Trustee, except that any amendment materially changing the investment policy or objective of a Portfolio shall not be effective before notice is Article XII provided pursuant to Section 12.3. If any Participating General Provisions Trust notifies the Trustee of its objection to an amendment described in the preceding sentence by Section 12.1 Governing Law. The construction, a date specified by the Trustee, the interest of such validity, operation, and effect of this Declaration of Participating Trust shall be withdrawn from each Trust and the Portfolio Disclosure Documents shall affected Portfolio on or before the Valuation Date be governed by the laws of the State of New Jersey, as of which the amendment is to take effect. except to the extent pre-empted or superseded by ERISA or other governing federal law. Section 11.2 Termination. The Trustee may terminate the Collective Trust or any Portfolio at any time by Section 12.2 Successors. Any corporation or resolution of the Trustee’s board of directors or any association (i) into which the Trustee may be merged committee or officer authorized by the board. In or with which it may be consolidated, (ii) resulting such event, the assets of the Collective Trust or from any merger, consolidation, or reorganization to the affected Portfolio shall be administered and which the Trustee may be a party, or (iii) to which all distributed as if it were a Liquidating Account. or any part of the Trustee’s fiduciary business which includes the Collective Trust may be transferred shall Section 11.3 Reorganization. The Trustee may cause become successor Trustee, and shall have all the any Portfolio to be merged, consolidated, split up, or rights, powers, and obligations of the Trustee under

13 this Declaration of Trust, without the necessity of DATE: April 21, 2004 executing any instrument or performing any further act. This Declaration of Trust shall be binding upon and inure to the benefit of the Trustee, each UBS FIDUCIARY TRUST COMPANY Participating Trust and its participants and beneficiaries, and their respective successors. ATTEST:

Section 12.3 Notices. The Trustee shall give written notice of any amendment materially changing the investment policy or objective of a Portfolio, the By: ______/s/ Eleanor D. Kress termination or reorganization of the Collective Trust Eleanor D. Kress or any Portfolio, or any other matter of which notice President is required under this Declaration of Trust to each person designated by the Participating Trusts pursuant to Section 10.1. Any such notice or other notice or By: ______/s/ O. Michael Leon communication required or permitted hereunder shall O. Michael Leon be deemed to have been given at the time the Trustee Vice President delivers the notice personally or mails the notice first class, postage prepaid, registered, or certified to the address of the appropriate recipient as shown on the Trustee’s records. ©2004 UBS Fiduciary Trust Company. All Rights Reserved. Section 12.4 Inspection. A copy of the Declaration of Trust shall be kept on file at the principal office of the Trustee. The Declaration of Trust and all accounting records, valuation reports, and audits pertaining to the Collective Trust shall be available for inspection, during normal business hours, by any Participating Trust or its authorized representative.

Section 12.5 Titles. The titles and headings in this Declaration of Trust are for convenience and reference only, and shall not limit or affect in any manner any provision contained therein.

Section 12.6 Invalid Provisions. If any paragraph, section, sentence, clause or phrase contained in this Declaration of Trust is illegal, null, or void, or against public policy, the remaining provisions thereof shall not be affected.

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