LA-555947 v5
DECLARATION OF TRUST
ESTABLISHING THE
TD AMERITRADE TRUST COMPANY
COLLECTIVE INVESTMENT FUNDS FOR
EMPLOYEE BENEFIT PLANS
As Amended and Restated April 23, 2014
TD AMERITRADE TRUST COMPANY
717 17th Street, Suite 1700
Denver, CO 80202-3331
TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS ................................................................................................. 2
1.1 “Affiliate” .............................................................................................................. 2
1.2 “Class” ................................................................................................................... 2
1.3 “Code”. ................................................................................................................... 2
1.4 “Declaration of Trust”. ........................................................................................... 2
1.5 “Description of Classes” ........................................................................................ 2
1.6 “ERISA” ................................................................................................................ 2
1.7 “Fund” .................................................................................................................... 2
1.8 “Investment Characteristics”.................................................................................. 2
1.9 “Liquidating Account” ........................................................................................... 2
1.10 “Qualified Trust” ................................................................................................... 2
1.11 “Participating Trust” .............................................................................................. 3
1.12 “Plan Fiduciary”. .................................................................................................... 3
1.13 “Revenue Ruling 81-100” ...................................................................................... 3
1.14 “Trustee” ................................................................................................................ 3
1.15 “Unit” ..................................................................................................................... 3
1.16 “Valuation Date” .................................................................................................... 3
ARTICLE 2. ESTABLISHMENT OF FUNDS AND CLASSES OF UNITS ...................... 4
2.1 Establishment of Funds .......................................................................................... 4
2.2 Establishment of Classes. ....................................................................................... 4
2.3 No Certificates ....................................................................................................... 4
ARTICLE 3. PARTICIPATION............................................................................................ 4
3.1 Conditions of Participation .................................................................................... 4
3.2 Other Conditions of Participation .......................................................................... 5
3.3 Deposits. ................................................................................................................. 5
3.4 Withdrawals ........................................................................................................... 5
3.5 Distributions Upon Withdrawal ............................................................................. 6
3.6 Investment and Withdrawal Expenses ................................................................... 6
3.7 Unit Accounting ..................................................................................................... 6
ARTICLE 4. INVESTMENTS AND ADMINISTRATION ................................................. 7
4.1 Investment Characteristics ..................................................................................... 7
4.2 Short-Term Investments. .......................................................................................7
4.3 Cash Balances .......................................................................................................7
4.4 Temporary Net Cash Overdrafts ...........................................................................7
4.5 Ownership of Assets ..............................................................................................7
4.6 Dealings with the Funds. .......................................................................................8
4.7 Management Authority .........................................................................................8
4.8 Management and Administrative Powers ..............................................................8
4.9 Presumption in Favor of Trustee ..........................................................................11
ARTICLE 5. VALUATION, ACCOUNTING, RECORDS, AND REPORTS .................. 11
5.1 Valuation of Units ...............................................................................................11
5.2 Valuation of Assets .............................................................................................12
5.3 Suspension of Valuations and Deposit and Withdrawal Rights ..........................13
5.4 Accounting Rules and Fiscal Year ......................................................................14
5.5 Expenses and Taxes ............................................................................................14
5.6 Records, Accounts and Audits ............................................................................14
5.7 Financial Reports .................................................................................................14
5.8 Judicial Accounting .............................................................................................15
ARTICLE 6. CONCERNING THE TRUSTEE .................................................................. 15
6.1 Merger, Consolidation of Trustee .......................................................................15
6.2 Limitation on Liability ........................................................................................15
6.3 Trustee Compensation .........................................................................................15
6.4 Trustee’s Authority .............................................................................................16
6.5 Reliance on Experts and Others ..........................................................................16
6.6 Reliance on Communications ..............................................................................16
6.7 Action by Trustee ................................................................................................16
6.8 Discretion of the Trustee .....................................................................................16
ARTICLE 7. AMENDMENT AND TERMINATION ....................................................... 16
7.1 Amendment .........................................................................................................16
7.2 Termination .........................................................................................................17
7.3 Notices .................................................................................................................17
ARTICLE 8. LIQUIDATING ACCOUNTS ...................................................................... 17
8.1 Establishment ......................................................................................................17
8.2 Additional Powers and Duties of Trustee ...........................................................17
8.3 Limitation on Contributions to Liquidating Account ..........................................18
8.4 Distributions ........................................................................................................18
8.5 Effect of Establishing Liquidating Accounts ......................................................18
8.6 Fees and Expenses ...............................................................................................18
ARTICLE 9. GENERAL PROVISIONS ............................................................................ 18
9.1 Diversion, Assignment Prohibited ......................................................................18
9.2 Governing Law ....................................................................................................19
9.3 Situs of Fund .......................................................................................................19
9.4 Inspection ............................................................................................................19
9.5 Titles ....................................................................................................................19
9.6 Invalid Provisions ................................................................................................19
9.7 Status of Instrument ........................................................................................... 19
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DECLARATION OF
TRUST ESTABLISHING
THE
TD AMERITRADE TRUST COMPANY
COLLECTIVE INVESTMENT FUNDS
FOR EMPLOYEE BENEFIT PLANS
Effective August 18, 2008, TD AMERITRADE TRUST COMPANY, a Maine
nondepository trust company (the “TDATC”), assumed the declaration of trust originally
established on November 28, 2000, as the First Trust Corporation Collective Investment Funds
for Employee Benefit Plans (the “Declaration of Trust”). This Declaration of Trust has been
amended and restated from time-to-time, most recently on October 22, 2013. TDATC hereby
amends and restates the Declaration of Trust as the TD AMERITRADE Trust Company
Collective Investment Funds for Employee Benefit Plans, in order to continue to provide for the
collective investment and reinvestment of assets of certain tax-exempt employee benefit plans
that become participants hereunder with the objectives and in the manner described in this
Declaration of Trust.
From time to time, in accordance with the provisions of Article 2 of this Declaration of
Trust, the Trustee (as defined in Section 1.14, below) may establish such separate and distinct
collective investment funds (each, a “Fund” and collectively, the “Funds”) as it may deem
necessary and desirable, each with such separate classes or divisions (each, a “Class”) of
interests as it may deem necessary and desirable in accordance with the terms of this
Declaration of Trust. The Trustee hereby declares that it shall act as trustee and shall hold and
administer, in trust, on the terms and conditions set forth in this Declaration of Trust, all
property that may be transferred to or received by it from time to time as trustee hereunder.
Each of the Funds established hereunder is intended to qualify as a group trust under
Revenue Ruling 81-100, 1981-1 C.B. 326, issued by the Internal Revenue Service, as clarified
and modified by Revenue Ruling 2004-67, 2004-2 C.B. 28, Revenue Ruling 2011-01, 2011-2
I.R.B. 251 and Section 401(a)(24) of the Code, and be exempt from the registration
requirements of the Securities Act of 1933 (the “Securities Act”) and the Investment Company
Act of 1940, as amended (the “1940 Act”) and other applicable federal and state securities laws.
Accordingly, this Declaration of Trust shall be construed, and each Fund established hereunder
shall be administered, to the extent possible, to give effect to the foregoing.
Each Fund is operated or maintained exclusively for the commingling and collective
investment of funds from other trusts that it holds. Notwithstanding any contrary provision in
this declaration of Trust, the Trustee is permitted, unless restricted by the named fiduciary in
writing, to hold in a Fund funds that consist exclusively of trust assets held under plans
qualified under Internal revenue Code (“Code”) Section 401(a) that are exempt under Code
Section 501(a); funds from Code Section 401(a)(24) governmental retiree benefit plans that are
not subject to Federal income taxation; funds from retirement income accounts under Code
Section 403(B)(9); and funds from eligible retirement plan trusts or custodial accounts under
Code Section 457(b) that are exempt under Code Section 457(g).
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ARTICLE 1. DEFINITIONS
1.1 “Affiliate” means any general partnership, limited partnership, limited
liability company, corporation, joint venture, trust, business trust, investment trust, or similar
organization controlling, controlled by, or under common control with the Trustee.
1.2 “Class” has the meaning ascribed to it in the preamble.
1.3 “Code” means the Internal Revenue Code of 1986, as amended from time to
time. Any reference to a provision of the Code in this Declaration of Trust also shall be deemed
to refer to any successor provision, as well as to any regulations promulgated under such
provision or successor provision.
1.4 “Declaration of Trust” has the meaning ascribed to it in the preamble.
1.5 “Description of Classes” has the meaning ascribed to it in Section 2.2.
1.6 “ERISA” means the Employee Retirement Income Security Act of 1974,
as amended from time to time.
1.7 “Fund” has the meaning ascribed to it in the preamble.
1.8 “Investment Characteristics” has the meaning ascribed to it in Section 4.1.
1.9 “Liquidating Account” means a segregated account established and maintained
in accordance with Article 8.
1.10 “Qualified Trust” means any of the following with respect to which the
Trustee has been appointed to hold in any capacity, including, but not limited to, as trustee,
co-trustee, investment manager, managing agent, custodian, or agent, and that the Trustee, in
its sole discretion, has accepted as a Participating Trust:
(a) a retirement, pension, profit-sharing, stock bonus, or other employee
benefit trust that (i) is exempt from Federal income taxation under Section 501(a) of the Code
by reason of qualifying under Section 401(a) of the Code and, if such trust covers one or more
self-employed individuals within the meaning of Section 401(c)(1) of the Code, that satisfies
Rule 180 of the Securities and Exchange Commission under the Securities Act of 1933, or any
successor ruling, regulation, or similar pronouncement, regarding participation by such plans in
a bank-maintained collective investment fund, and (ii) is maintained pursuant to a plan or trust
instrument that authorizes it to participate specifically in the Fund or generally in any common,
collective, or commingled trust fund; or
(b) any of the following plans that is exempt from Federal income taxation
and that satisfies the applicable requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, each as amended from time to time, or any applicable rules of the
Securities and Exchange Commission thereunder, regarding participation by such plan in a
bank-maintained collective investment fund: (i) a plan established and maintained for its
employees by the U.S. government, by the government of any State or political subdivision
thereof, or by any agency or instrumentality of the foregoing, within the meaning of Code
Section 414(d); (ii) an eligible deferred compensation plan within the meaning of Code Section
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457(b) that is established and maintained by an eligible governmental employer described in
Code Section 457(e)(1)(A) and is exempt from Federal income taxation under Code Section
457(g); and (iii) any other governmental plan or unit described in Code Section 818(a)(6).
(c) any plan that (i) is established and maintained by a church, a
convention or association of churches, or by an organization, the principal purpose or function
of which is the administration or funding of a plan or program for the provision of retirement
benefits for the employees of a church or a convention or association of churches, and which
is controlled by or associated with a church or a convention or association of churches, all
within the meaning of Code Section 414(e); (ii) is not established and maintained primarily for
the benefit of employees (or their beneficiaries) who are employed in connection with one or
more unrelated trades or businesses (as defined in Code Section 513) within the meaning of
Code Section 414(e)(2)(A) and the regulations thereunder; (iii) substantially all of the
individuals included in the plan are employees of a church or a convention or association of
churches or their beneficiaries within the meaning of Code Section 414(e)(3)(B) and the
regulations thereunder; and (iv) either (a) is exempt from Federal income taxation under Code
Section 501 by reason of being qualified under Code Section 401(a) and satisfying, among
other applicable requirements, Treasury Regulation § 1.401(a)-2, as amended (exclusive
benefit requirement) or (b) is established under Code Section 403(b)(9) and satisfies, among
other applicable requirements, Treasury Regulation § 1.403(b)-9; or
(d) any separate account, as defined in Section 2(a)(37) of the Investment
Company Act of 1940, established and maintained by an insurance company, as defined in
Section 2(a)(17) of the Investment Company Act of 1940, that (i) consists solely of the assets
of trusts and plans described in Sections 1.10(a) through (c), the constituent documents of
which authorize such trust or plan to participate in the Fund or Funds or in any other common,
collective, or commingled trust fund for which such trust or plan is an eligible participant, and
which satisfy the requirements of Section 1.11 hereof, and (ii) is maintained pursuant to an
instrument that authorizes it to participate in the Fund or Funds or in any other common,
collective, or commingled trust fund for which it is an eligible participant; or
(e) any common, collective, or commingled trust fund, including, but not
limited to, any such fund maintained by the Trustee that (i) consists solely of the assets of
trusts and plans described in Sections 1.10(a) through (c), the constituent documents of which
authorize such trust or plan to participate in the Fund or Funds or in any other common,
collective, or commingled trust fund for which such trust or plan is an eligible participant, and
which satisfy the requirements of Section 1.11 hereof, (ii) is exempt from Federal income
taxation under Section 501(a) of the Code by reason of qualifying as a “group trust” under
Revenue Ruling 81-100, and (iii) is maintained pursuant to an instrument that authorizes it to
participate in the Fund or Funds or in any other common, collective, or commingled trust fund
for which it is an eligible participant.
1.11 “Participating Trust” means a Qualified Trust that has specifically or in
substance and effect adopted this Declaration of Trust or generally the plan or declaration
of trust or other governing instrument under which a common, collective, or commingled
trust fund is maintained, as a part of the plan of which such trust is a part and, with the
consent of the Trustee, has made a deposit to a Fund, and has a beneficial interest in such
Fund.
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1.12 “Plan Fiduciary” means the person or persons who cause the assets of a
Participating Trust to be invested in a Fund, but shall not include the Trustee or an Affiliate. If
the person who causes any assets of a Participating Trust to be invested in a Fund is a
participant or beneficiary entitled to benefit from the Participating Trust and is acting in his
capacity as such, then Plan Fiduciary shall mean the plan sponsor or appropriate plan fiduciary
that has authorized the use of the Funds as an investment option for participants and
beneficiaries of the relevant Participating Trust.
1.13 “Revenue Ruling 81-100” means Revenue Ruling 81-100, 1981-1 C.B. 326, as
clarified and modified by Revenue Ruling 2004-67, 2004-28 C.B. 28, and as modified by
Revenue Ruling 2011-1, 2011-1 I.R.B. 251, and as amended and supplemented from time to
time, or any successor ruling, regulation, or similar pronouncement.
1.14 “Trustee” means TDATC, as trustee of the Fund, or any trustee succeeding
the Trustee in accordance with Section 6.1.
1.15 “Unit” means a book-entry record used to determine the value of the
beneficial interest of each Participating Trust in a Fund.
1.16 “Valuation Date” means a day on or as of which the Trustee determines the value
of the Units and, unless a different date is established in the Investment Characteristics of a Fund,
generally means each day the Trustee is open for business; however, the Trustee may designate
any other date as a special Valuation Date.
ARTICLE 2. ESTABLISHMENT OF FUNDS AND CLASSES OF UNITS
2.1 Establishment of Funds. The Trustee shall have the authority to establish from time to time in
accordance with this Declaration of Trust such Fund or Funds as it may deem necessary and
advisable to provide for the collective investment and reinvestment of assets of Participating
Trusts. Each Fund shall constitute a separate trust and the Trustee shall separately hold, manage,
administer, value, invest, reinvest, account for and otherwise deal with each such Fund. Each
Fund established pursuant to this Declaration of Trust, together with a description of the
Investment Characteristics thereof, shall be identified in Appendix A hereto, which may be
amended from time to time by the Trustee in its sole discretion.
2.2 Establishment of Classes. The Trustee, in its sole discretion, may divide a Fund
into one or more Classes of Units representing beneficial interests in such Fund with differing
fee and expense obligations. The Trustee shall establish such Classes by attaching a written
description of classes as Appendix B to this Declaration of Trust (the “Description of Classes”),
which shall specify the rate of Trustee compensation and other expenses, costs, charges and
other liabilities specially allocable to each Class of Units, as well as any conditions to
participation in such Class. With respect to a Class of Units of a Fund, each Unit shall be of
equal value to every other Unit of the same Class. Each Unit of a Class of a Fund shall
represent an undivided proportionate interest in all the assets of the Fund. The fact that a Fund
shall have been established and designated without any specific establishment or designation of
Classes, or that a Fund shall have more than one established and designated Class, shall not
limit the authority of the Trustee, in its sole discretion and at any time, to subsequently establish
and designate separate Classes, or one or more additional Classes, of said Fund. As of any
5
Valuation Date, the Trustee, in its sole discretion, may make a uniform change in the Units of
any Class of any Fund 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 shall not thereby be
changed.
2.3 No Certificates. No transferable certificate shall be issued to evidence the interest
of any Participating Trust in any Fund or any Liquidating Account established pursuant to
Article 4, but the Trustee shall keep a record of the number of Units standing to the credit of each
Participating Trust. A non-transferable certificate of participation may be issued to each
Participating Trust having an interest in a Liquidating Account describing the assets held in the
Liquidating Account and the Participating Trust’s proportionate interest therein.
ARTICLE 3. PARTICIPATION
3.1 Conditions of Participation. The Trustee shall accept deposits in a Fund only from Qualified
Trusts. Any such Qualified Trust shall establish to the Trustee’s satisfaction that it meets the
requirements of Section 1.10 and shall provide, at the request of the Trustee, written
representations and other information (including, but not limited to, a written certificate or
opinion of counsel regarding its status or a copy of a favorable determination letter from the
Internal Revenue Service) or other assurances the Trustee may deem necessary or advisable. A
Qualified Trust that has been accepted as a Participating Trust in a Fund shall continue to be
eligible to participate in the Fund, subject to the following conditions:
(a) During such time as any assets of a Participating Trust are held in the
Fund, (i) this Declaration of Trust shall govern the administration of such assets and (ii)
any inconsistency between the governing instrument of the Participating Trust and this
Declaration of Trust relating to the management or administration of the Participating
Trust’s assets held hereunder or to the rights, powers, responsibilities or liabilities of the
Trustee with respect thereto shall be resolved in favor of this Declaration of Trust.
(b) If at any time a Participating Trust shall fail to satisfy all of the
requirements of Section 1.10, such Participating Trust shall promptly notify the Trustee.
If the Trustee receives actual notice that a Participating Trust no longer satisfies the
conditions of Section 1.10, or if the Trustee determines in its sole discretion that a
Participating Trust should withdraw for any reason, the Trustee shall take all steps
necessary to distribute to such Participating Trust its entire interest in the Fund or Funds
established pursuant to this declaration of Trust, other than an interest the Participating
trust may have in a Liquidating Account, as soon as practicable after the Trustee receives
such notice
3.2 Other Conditions of Participation. The Trustee may establish conditions for eligibility to
participate in any particular Class of a Fund by setting forth such conditions in the
Description of Classes.
3.3 Deposits.
(a) With the consent of the Trustee and upon such prior notice as the Trustee
may specify from time to time, a Qualified Trust may, as of any Valuation Date, acquire
6
a beneficial interest in any Class of Units of a Fund by depositing with the Trustee such
assets as (i) the Plan Fiduciary of such Qualified Trust shall instruct or (ii) if such
Qualified Trust permits participants and beneficiaries thereof to direct investment of their
accounts, and such instructions are communicated to the Trustee directly by such
participants and beneficiaries, as such participants and beneficiaries shall instruct. The
Trustee shall be fully protected in following the instructions of the Plan Fiduciary (or of
the participants and beneficiaries, if applicable) as to the amounts and proportions of the
assets of any deposit to be placed in the Funds. Only money and such other assets as are
permissible investments for the Fund, and acceptable to the Trustee, in its sole discretion,
may be deposited in such Fund. Assets other than money deposited in a Fund shall be
valued at their fair value (as determined under Section 5.2) as of the Valuation Date on
which such deposit is made, subject to Section 3.6.
(b) The Trustee shall credit to the account of each Participating Trust that
makes a deposit in a Fund that number of Units that the deposit will purchase at the
value of each Unit of the Class in which the Participating Trust will acquire an interest
on the Valuation Date as of which the deposit is made.
3.4 Withdrawals. Subject to Section 5.3, the Plan Fiduciary of a Participating
Trust (or a participant or beneficiary of such Participating Trust, if applicable) may, as of any
Valuation Date, withdraw any number of Units from a Class of a Fund in which it has made a
deposit and has a beneficial interest, provided that such right of withdrawal may be further
limited by the Investment Characteristics or the Description of Classes applicable to such Fund
or Class. Notice of withdrawal must be received by the Trustee within such prior notice period
as the Trustee may establish, but the Trustee may waive this requirement in its sole discretion
in any case.
3.5 Distributions Upon Withdrawal. Upon the withdrawal of Units of any Class of
any Fund, subject to the provisions of Section 3.6, the Trustee shall distribute from such Fund
to the Participating Trust making such withdrawal a sum arrived at by multiplying the number
of Units withdrawn by the value of each Unit of such Class of such Fund as of the close of
business on the Valuation Date on which such withdrawal is effected. Such sum shall be
distributed in cash or in kind or partly in cash and partly in kind (including, but not limited to,
as an in-kind distribution, beneficial interests in a Liquidating Account), as the Trustee in its
sole discretion shall determine. In its sole discretion, the Trustee may determine that
distributions to different Participating Trusts effected as of the same Valuation date may be
composed of different proportions of cash and non-cash assets. The value of any asset other
than cash that is distributed from a Fund shall be deemed to be the value thereof as determined
pursuant to the valuation rules of Section 5.2 as of the close of business on the valuation date as
of which the withdrawal is effected. Such distribution shall be paid within a reasonable time
following the applicable Valuation date, except that such distribution may be delayed of the
Trustee determines that it cannot reasonably make such distribution payment on account of an
order, directive or other interference by an official or agency of any government or any other
cause reasonably beyond its control, including, but not limited to, illiquid markets or illiquid
securities. The Participating Trust receiving such distribution shall not be entitled to any
interest or other income earned on such monies pending payment of distribution.
3.6 Investment and Withdrawal Expenses. Notwithstanding any other provision of
7
this Declaration of Trust to the contrary, the Trustee, in its sole discretion, may determine with
respect to any Fund that the actual expenses incurred or estimated expenses expected to be
incurred in connection with cash deposits to such Fund or withdrawals of Units of such Fund
that are to be paid in cash (including, but not limited to, brokerage fees, settlement, stamp taxes,
duty, stock listing and related expenses determined by the Trustee to be allocable to such
deposit or withdrawals as the case may be) shall be borne by the Participating Trust making
such deposits or withdrawals. Such expenses shall be charged to such Participating Trust by
reducing:
(a) the number of Units issued or to be issued to any such Participating
Trust by a number of Units or fractions thereof equal in value to such costs, in the case
of a cash deposit to a Fund, or
(b) the amount of cash to be distributed to any such Participating Trust by
the amount of such costs, in the case of a withdrawal. The actual and estimated
expenses expected to be incurred in connection with any deposit or withdrawal shall be
determined by the Trustee in its sole discretion and, for convenience of administration,
may be determined using a standard formula or other reasonable methodology.
3.7 Unit Accounting. A Participating Trust making an addition to or a
withdrawal from a Class of a Fund shall be considered for accounting purposes to have
purchased or sold, respectively, that number of whole or fractional Units of such Class of
such Fund having an aggregate value equal to the value of the addition or withdrawal. The
price at which Units are purchased or sold for purposes of this Section shall be the Unit value
with respect to the applicable Class determined by the Trustee in accordance with Article 5.
ARTICLE 4. INVESTMENTS AND ADMINISTRATION
4.1 Investment Characteristics. Subject to the provisions of this Section, the
Trustee shall invest and reinvest the assets of each Fund established pursuant to this Declaration
of Trust in accordance with such investment objectives, guidelines and restrictions, and each
Fund shall be operated and maintained in accordance with such terms and conditions
(collectively, the “Investment Characteristics”), as the Trustee, in its sole discretion, may
specify upon the establishment of such Fund and from to time thereafter. The decision of the
Trustee as to whether an investment is of a type that may be purchased by a Fund under the
Investment Characteristics for such Fund or this Declaration of Trust shall be conclusive and
binding on all persons having an interest in the Fund. In the case of any conflict between the
specific terms of the Investment Characteristics and this Declaration of Trust, the Investment
Characteristics shall Control except that no term of the Investment Characteristics may vary
any term or condition of this Declaration of Trust in a manner that would cause the Fund to fail
to qualify as a group trust under revenue Ruling 81-100.
4.2 Short-Term Investments. Notwithstanding the Investment Characteristics of a
Fund, the Trustee may from time to time, in its sole discretion, invest such portion of the assets
of such Fund as it may deem advisable in short-term money market instruments or vehicles,
including, but not limited to, U.S. Government obligations, bankers’ acceptances, commercial
paper, certificates of deposit and other deposit accounts insured by the Federal Deposit
Insurance Corporation (including, but not limited to, but subject to applicable law, any such
8
deposits in the Trustee or any of its Affiliates), repurchase agreements, money market mutual
funds (including, but not limited to, but subject to applicable law, those sponsored or advised
by the Trustee or any of its Affiliates), and any short-term investment fund (including, but not
limited to, but subject to applicable law, any such fund maintained by the Trustee or any of its
Affiliates including, but not limited to, a Fund established pursuant to this Declaration of Trust)
as to which the Fund is an eligible participant.
4.3 Cash Balances. The Trustee is authorized to hold such part of a Fund
uninvested as may be reasonably necessary for orderly administration of the Fund, and to
deposit cash awaiting investment or distribution in accounts maintained in the commercial or
savings department of any bank or savings association, the deposits of which are insured by the
Federal Deposit Insurance Corporation, including, but not limited to, but subject to the
applicable law, accounts maintained in the commercial or savings department of the Trustee or
any of its Affiliates.
4.4 Temporary Net Cash Overdrafts. Except for temporary net cash overdrafts, or
as otherwise permitted by law, the Trustee shall not lend money to a Fund or sell property to or
buy property from the Fund.
4.5 Ownership of Assets. No Participating Trust shall be deemed to have an
individual ownership of any asset of any Fund, but each Participating Trust shall have an
undivided interest in such Fund and shall share proportionately with all other Participating
Trusts in the net income, profits, and losses thereof. The Trustee shall have legal title to the
assets of the Fund and no Participating Trust shall be deemed to have individual ownership of
any asset.
4.6 Dealings with the Funds. All persons extending credit to, contracting with, or
having any claim of any type against any Fund (including, but not limited to, contract, tort and
statutory claims) shall look only to the assets of such Fund (and not to the assets of any other
Fund) for payment under such credit, contract or claim. No Participating Trust, nor any
participant, beneficiary, trustee, employee or agent thereof, nor the Trustee (or any Affiliate),
nor any of the officers, directors, shareholders, partners, employees or agents of the Trustee (or
any Affiliate) shall be personally liable for any obligation of any Fund. Every note, bond,
contract, instrument, certificate, or undertaking and every other act or thing whatsoever
executed or done by or on behalf of any Fund shall be conclusively deemed to have been
executed or done only by or for such Fund and no Fund shall be answerable for any obligation
assumed or liability incurred by another Fund established hereunder.
4.7 Management Authority. The Trustee shall have exclusive management and
investment authority with respect to any Fund established pursuant to this Declaration of Trust.
Subject to the foregoing, the Trustee may, at its own expense, retain and consult with such
investment advisers or other consultants, including, but not limited to, any committee or sub-
committee of the Trustee, or any Affiliate of the Trustee, as the Trustee, in its sole discretion,
may deem advisable to assist it in carrying out its responsibilities under this Declaration of
Trust. The Trustee may delegate to such agents the authority it deems appropriate; provided,
however, that the Trustee shall retain exclusive management of the Trust. Notwithstanding the
appointment of any investment adviser or consultant, all final investment decisions for the Fund
shall be made by the Trustee.
9
4.8 Management and Administrative Powers. The Trustee shall have the rights,
powers, and privileges of an absolute owner in the management and administration of the
Funds established pursuant to this Declaration of Trust. In addition to and without limiting the
powers and discretion conferred on the Trustee elsewhere in this Declaration of Trust, but
subject to any restrictions in the Investment Characteristics with respect to a Fund and
applicable law, the Trustee shall have the following discretionary powers with respect to any
Fund:
(a) To subscribe for and to invest and reinvest funds in, to enter into
contracts with respect to, and to hold for investment and to sell or otherwise dispose of
any property, real, personal, or mixed, wherever situated, and whether or not productive
of income or consisting of wasting assets, including, but not limited to, securities,
instruments, foreign currencies, and other assets including but not limited to, obligations
issued or guaranteed by the U.S. Government (including, but not limited to, its agencies
and instrumentalities), bonds, debentures, notes (including, but not limited to, structured
notes), mortgages, commercial paper, bankers’ acceptances, and all other evidences of
indebtedness; trust and participation certificates; certificates of deposit, demand or time
deposits (including, but not limited to, any such deposits in the Trustee or any of its
Affiliates, as permitted by applicable law); foreign securities; options on securities and
indexes, foreign currencies, contracts for the immediate or future delivery of currency,
financial instruments or other property, options on futures contracts, spot and forward
contracts, puts, calls, straddles, spreads or any combination thereof; swap contracts;
beneficial interests in any trusts (including, but not limited to, structured trusts);
repurchase agreements and reverse repurchase agreements; securities issued by
registered or unregistered investment companies (including, but not limited to,
companies maintained, sponsored, managed and/or advised by the Trustee or any of its
Affiliates); interests in collective investment trusts that are exempt from tax under the
Code or applicable Internal Revenue Service rulings and regulations (including, but not
limited to, any collective investment trust maintained by the Trustee or any of its
Affiliates) under Revenue Ruling 81-100 and Section 401(a)(24) of the Code) (and
while the assets are so invested, such collective investment trusts (and the instruments
pursuant to which such trusts are established) shall constitute a part of this Declaration
of Trust with respect to the Fund that holds such interest) and in connection with any
such investment in a collective investment fund, to enter into agency and custody
agreements for the purpose of investing therein; variable and indexed interest notes
investment contracts; common and preferred stocks, convertible securities, subscription
rights, warrants, limited partnership interests, profit-sharing interests or participations
and all other contracts for or evidences of equity interests; and direct or indirect interests
in real estate; and to hold cash uninvested pending investment or distribution;
(b) To lend, pledge, mortgage, hypothecate, write options on and lease, any of
the securities, instruments or assets referred to in subsection (a) of this Section, and
without limiting the foregoing, to engage in any securities lending program on behalf of a
Fund (and in connection therewith to direct the investment of cash collateral and other
assets received as collateral in connection therewith), and during the term of such loan of
securities to permit the securities so lent to be transferred in the name of and voted by the
borrower, or others;
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(c) To make distributions to the Participating Trusts, payable in cash,
property or any combination of cash and property as determined by the Trustee in its
sole discretion, out of the assets of a Fund;
(d) To establish and maintain bank, brokerage, commodity, currency,
and other similar accounts, whether domestic or foreign, to enter into agreements in
connection therewith, and, from time to time, to deposit securities or other Fund
assets in such accounts;
(e) To sell for cash or upon credit, to convert, redeem, or exchange for other
securities or property, to tender securities pursuant to tender offers, or otherwise to
dispose of any securities or other property at any time held by a Fund or the Trustee on
behalf of such Fund;
(f) Subject to Section 4.4, to borrow funds and in connection with any
such borrowing to issue notes or other evidences of indebtedness, to secure such
borrowing by mortgaging, pledging, or otherwise subjecting the Fund assets to security
interests, to lend Fund assets, to endorse or guarantee the payment of any notes or other
obligations of any person, and to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof;
(g) To incur and pay out of the assets of a Fund any charges, taxes, and
expenses that in the opinion of the Trustee are necessary or incidental to, or in support
of, the carrying out of any of the purposes of this Declaration of Trust or the Investment
Characteristics applicable to such Fund (including, but not limited to, the compensation
and fees for the Trustee, custodians, the valuation committees or agents, depositories,
pricing agents, transfer agents, accountants, attorneys, brokers and broker-dealers, and
other independent contractors or agents);
(h) To join with other holders of any securities or debt instruments in
acting through a committee, depositary, voting trustee or otherwise, and in that
connection to deposit any security or debt instrument with, or transfer any security or
debt instrument to, any such committee, depositary or trustee, and to delegate to them
such power and authority with relation to any security or debt instrument (whether or
not so deposited or transferred) as the Trustee shall deem proper, and to agree to pay,
and to pay, such portion of the expenses and compensation of such committee,
depositary or trustee as the Trustee shall deem proper;
(i) To enter into joint ventures, general or limited partnerships, limited
liability companies, and any other combinations or associations formed for investment
purposes;
(j) To collect and receive any and all money and other property due to
any Fund and to give full discharge thereof;
(k) To maintain the indicia of ownership of assets outside the United States
to the extent permitted by applicable law, including, but not limited to, ERISA;
(l) To transfer any assets of a Fund to a custodian or sub-custodian
11
employed by the Trustee;
(m) To retain any property received by it at any time; to sell or exchange
any property, for cash or on credit, at public or private sale;
(n) Subject to Section 4.4, to borrow money as may be necessary or desirable
to protect the assets of a Liquidating Account and to encumber or hypothecate the assets
of such Liquidating Account to secure repayment of such indebtedness;
(o) To exercise or dispose of any conversion, subscription, or other rights,
discretionary or otherwise, in accordance with a disclosed plan, if any; or to delegate
authority to exercise or dispose of such rights to an appropriately designated subadvisor
or agent; including, but not limited to, the right to vote and grant proxies appurtenant to
any property held by the Fund at any time, or to delegate authority to exercise or dispose
of such rights; and to vote and grant proxies with respect to all investments held by the
Fund at any time in accordance with a disclosed plan, if any, or to delegate authority to
vote or grant such proxies to an appropriately designated subadvisor or agent;
(p) To renew or extend any obligation held by the Fund;
(q) To register or cause to be registered such property in the name of a
nominee of the Trustee or any custodian appointed by the Trustee; provided, the
records of the Trustee and any such custodian shall show that such property belongs
to the Fund;
(r) To deposit securities with a securities depository and to permit the
securities so deposited to be held in the name of the depository’s nominee, and to
deposit securities issued or guaranteed by the U.S. Government or any agency or
instrumentality thereof, including, but not limited to, securities evidenced by book-entry
rather than by certificate, with the U.S. Department of the Treasury, a Federal Reserve
Bank, or other appropriate custodial entity; provided, the records of the Trustee or any
custodian appointed by the Trustee shall show that such securities belong to the Fund;
(s) To settle, compromise, or submit to arbitration any claims, debts, or
damages due or owing to or from the Fund; to commence or defend suits or legal
proceedings whenever, in the Trustee’s judgment, any interest of the Fund so
requires; and to represent the Fund in all suits or legal proceedings in any court or
before any other body or tribunal; and to pay from the Fund all costs and reasonable
attorneys’ fees in connection therewith;
(t) To organize or acquire one or more corporations, wholly or partly
owned by the Fund, each of which may be exempt from Federal income taxation under
the Code; to appoint ancillary or subordinate trustees or custodians to hold title to or
other indicia of ownership of property of the Fund in those jurisdictions, domestic or
foreign, in which the Trustee is not authorized to do business and to define the scope of
the responsibilities of such trustee or custodian;
(u) Subject to Section 4.7, to employ suitable agents, including, but not
limited to, agents or pricing services to perform valuations of the assets of the Fund,
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custodians, Investment advisers, consultants, auditors, depositories, and counsel,
domestic or foreign (including but not limited to, entities that are affiliates of Trustee),
and, subject to applicable law and except as otherwise provided elsewhere herein, to
pay their reasonable expenses and compensation from the Fund; and
(v) To make, execute, and deliver any and all contracts and other instruments
and documents, and to take any and all other actions, deemed necessary and proper for
the accomplishment of any of the Trustee’s powers and responsibilities under this
Declaration of Trust.
4.9 Presumption in Favor of Trustee. In construing the provisions of this Declaration
of Trust, the presumption shall be in favor of a grant of power to the Trustee. Such powers of the
Trustee may be exercised without order of or resort to any court.
ARTICLE 5. VALUATION, ACCOUNTING, RECORDS, AND REPORTS
5.1 Valuation of Units. As of each Valuation Date, the Trustee shall determine the value of each of
the Units of each Fund established pursuant to this Declaration of Trust in accordance with the
following procedures:
(a) The Trustee shall determine the value of the assets of a Fund in
accordance with the rules set forth in Section 5.2. The Trustee shall reflect any
changes in security positions no later than in the first calculation on the first
business day following the trade date.
(b) The Trustee shall subtract from the value determined under Section
5.1(a) any expenses, charges, or other liabilities incurred or accrued by the Fund and
not allocated to a particular Class of the Fund in the Description of Classes, as
determined by the Trustee in good faith in accordance with procedures consistently
followed and uniformly applied.
(c) The Trustee shall allocate the net value determined under Sections
5.1(a) and 5.1(b) among the Classes established with respect to such Fund
(proportionate to the aggregate net asset value of the Fund represented by each Class
immediately prior to the allocation under this Section 5.1) and shall thereafter subtract
from such value any expenses, charges or other liabilities incurred or accrued by the
Fund only with respect to such Class in accordance with the Description of Classes.
(d) The Trustee shall divide the net value determined under Section 5.1(c)
by the total number of Units of such Class in existence as of the relevant Valuation
Date.
5.2 Valuation of Assets. The assets of a Fund shall be valued using the following
valuation rules. The Trustee shall have the power and duty to determine the value of the assets of
each Fund.
(a) For purposes of valuation, the value of the interest maintained by a Fund
with respect to any Participating Trust or account in such Fund shall be the fair market
value of the portion of the Fund held for that plan or account, determined in accordance
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with generally recognized valuation principles and applicable provisions of this
Declaration of Trust.
(b) Unless otherwise determined by the Trustee, in determining the fair
market value of the assets of a Fund on a Valuation Date, the Trustee shall, except as
provided in paragraph (b) below, value all securities and other assets of the Fund at prices
that in the opinion of the Trustee represent the fair value of such securities or assets. At
the sole discretion of the Trustee, certain or all of the securities and other investments
shall be stated at fair value based on valuations furnished by one or more pricing services
or agents approved by the Trustee.
(c) Short-term investments having a maturity of up to one hundred eighty
(180) days may, in the sole discretion of the Trustee, be valued at cost with
accrued interest, discount earned or premium amortized included or reflected, as the case
may be, in interest receivable.
(d) Following the valuations of securities or other portfolio assets in terms of
the currency in which the valuation is expressed (“Local Currency”) the Trustee shall
calculate these assets in terms of U.S. dollars on the basis of conversion of the Local
Currencies into U.S. dollars at the prevailing currency exchange rates as determined by the
Trustee on the applicable date.
(e) Notwithstanding anything herein to the contrary, investments in
collective investment funds shall be valued based on the reported values provided to the
Trustee by the trustee or manager of such collective investment fund.
(f) The Trustee and any pricing agents or services selected by the Trustee
may in its or their sole discretion consider and rely upon any regularly published reports
of sales, bid, asked and closing prices, and over-the-counter quotations for the values of
any listed or unlisted securities, assets, or currencies. The reasonable and equitable
decision of the Trustee regarding whether a method of valuation fairly indicates fair
value, and the selection of a pricing agent or service, shall be conclusive and binding
upon all persons.
(g) In its sole discretion, the Trustee may appoint a valuation committee
and/or a valuation agent (either of which may be an Affiliate of the Trustee) to perform
any or all of the functions, and to exercise any or all of the powers, of the Trustee under
this Section 5.2, under the same terms and conditions as apply with regard to the Trustee
hereunder (including, but not limited to, the authority to select and rely upon one or more
pricing agents or services). Any determination by such a valuation committee or
valuation agent shall have the same effect as a determination by the Trustee itself.
5.3 Suspension of Valuations and Deposit and Withdrawal Rights. Notwithstanding anything to the
contrary elsewhere in this Declaration of Trust or the Investment Characteristics with respect to
any Fund, the Trustee, in its sole discretion, may suspend the valuation of the assets or Units of
any Fund pursuant to this Article 5 and/or the right to make deposits to and withdrawals from
such Fund in accordance with Article 3, for the whole or any part of any period when:
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(a) any market or stock exchange on which a significant portion of the
investments of such Fund are quoted is closed (other than for ordinary holidays) or
dealings therein are restricted or suspended, or a closing of any such market or stock
exchange or a suspension or restriction of dealings is threatened;
(b) there exists any state of affairs that, in the opinion of the Trustee, constitutes
an emergency as a result of which disposition of the assets of such Fund would not be
reasonably practicable or would be seriously prejudicial to the Participating Trusts;
(c) there has been a breakdown in the means of communication normally
employed in determining the price or value of any of the investments of such Fund, or of
current prices on any stock exchange on which a significant portion of the investments of
such Fund are quoted, or when for any reason the prices or values of any investments
owned by such Fund cannot reasonably and promptly be accurately ascertained;
(d) the transfer of funds involved in the realization or acquisition of any
investment cannot, in the opinion of Trustee, be effected at normal rates of exchange;
(e) the normal settlement procedures for the purchase or sale of securities or other
assets cannot be effected in the customary manner in accordance with generally
applicable time periods; or (f) valuations and/or deposit and withdrawal rights in any
collective investment fund in which the Fund has a significant investment have been
suspended.
5.4 Accounting Rules and Fiscal Year. The Trustee shall account for the financial
operations of the Fund on an accrual basis and for any Liquidating Account on a cash basis, in
accordance with generally accepted accounting principles. The fiscal year of the Fund initially
shall be the calendar year.
5.5 Expenses and Taxes.
(a) The Trustee may charge to a Fund (i) the cost of money borrowed, (ii)
costs, commissions, income taxes, withholding taxes, transfer and other taxes and
expenses associated with the holding, purchase and/or sale, and receipt of income from,
investments, (iii) the reasonable expenses of an audit of the Fund, (iv) reasonable
attorneys’ fees and litigation expenses, (v) the Trustee’s compensation as provided in
Section 6.3, and (vi) any other expense, claim, or charge properly payable from a Fund
under this Declaration of Trust or applicable law, including, but not limited to, fees,
expenses, charges and other liabilities due to an Affiliate of the Trustee. The Trustee may
also charge to a particular Class of a Fund any other expense, claim or charge to be
specifically allocated to such Class under the Description of Classes. The Trustee shall
allocate among the Funds (and Classes of Units therein) established pursuant to this
Declaration of Trust the charges and expenses described in this Section 5.5 in such
manner as it shall deem equitable, and such allocation shall be conclusive and binding.
(b) At least once during each period of twelve (12) months, the Trustee shall
report to the Participating Trust the dollar amount (or reasonable estimate thereof) of any
direct expenses incurred by the Trustee for managing the Fund that were allocated to the
Participating Trust’s account.
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5.6 Records, Accounts and Audits. The Trustee shall keep such records as it deems
necessary or advisable in its sole discretion to account properly for the operation and
administration of the Fund. A separate account will be maintained to reflect Units held by each
Participating Trust, including separate accounting for contributions to a Fund by each such
Participating Trust and disbursements made from such Participating Trust’s account. Pursuant to
and in accordance with Article 5, Units reflect the investment experience of the Fund as allocable
to the account of each Participating Trust. At least once during each period of twelve (12)
months, the Trustee shall cause a suitable audit to be made of the Fund by auditors responsible
only to the board of directors of the Trustee who by proper resolution shall formally appoint them
for such audit. The reasonable compensation and expenses of the auditors for their services with
respect to a Fund may be charged to the Fund or otherwise paid as directed by the Trustee.
5.7 Financial Reports. Within one hundred and twenty (120) days after the close of
each fiscal year of the Fund and after the termination of the Fund, the Trustee shall prepare a
written financial report, based on the audit referred to in Section 5.6, containing such information
as may be required by applicable law and regulations.
(a) A copy of the report shall be furnished, or notice given that a copy
thereof is available and will be furnished without charge on request, to the Plan Fiduciary
of each Participating Trust and to any other person to whom a regular periodic accounting
would ordinarily be rendered with respect to each Participating Trust. In addition, a copy
of the report shall be furnished on request to any person and the Trustee may make a
reasonable charge therefor.
(b) If no written objections to specific items in the financial report are
received by the Trustee within sixty (60) days after the report is sent by the Trustee, the
report shall be deemed to have been approved with the same effect as though judicially
approved by a court of competent jurisdiction in a proceeding in which all persons
interested were made parties and were properly represented before such court, and, to the
fullest extent permitted by applicable law, the Trustee shall be released and discharged
from liability and accountability with respect to the propriety of its acts and transactions
disclosed in the report. Any such written objection shall apply only to the proportionate
share of the Participating Trust on whose behalf the objection is filed and shall not affect
the proportionate share of any other Participating Trust. The Trustee shall, in any event,
have the right to a settlement of its accounts in a judicial proceeding if it so elects.
(c) Except as otherwise required by this Declaration of Trust or applicable
law, the Trustee shall have no obligation to render an accounting to any Participating
Trust or beneficiary thereof.
5.8 Judicial Accounting. Except to the extent otherwise provided by applicable law,
only the Trustee and a Plan Fiduciary of an affected Participating Trust may require the judicial
settlement of the Trustee’s account with respect to a Fund. In any such proceeding it shall be
necessary to join as parties only the Trustee and the Plan Fiduciaries of the affected Participating
Trusts. Any judgment or decree that may be entered therein shall be conclusive.
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ARTICLE 6. CONCERNING THE TRUSTEE
6.1 Merger, Consolidation of Trustee. Any corporation or association (i) into which
the Trustee may be merged or with which it may be consolidated, (ii) resulting from any merger,
consolidation, or reorganization to which the Trustee may be a party, or (iii) to which all or any
part of the Trustee’s fiduciary business that includes the Funds may be transferred shall become
successor Trustee, and shall have all the rights, powers, and obligations of the Trustee under this
Declaration of Trust, without the necessity of executing any instrument or performing any further
act.
6.2 Limitation on Liability. Except as otherwise provided by applicable law, (i) the
Trustee shall not be liable by reason of the purchase, retention, sale, or exchange of any
investment, or for any loss in connection therewith, except to the extent such loss shall have been
caused by its own negligence, willful misconduct, or lack of good faith and (ii) the Trustee shall
not be liable for any mistake made in good faith in the administration of the Fund if, promptly
after discovering the mistake, the Trustee takes whatever action the Trustee, in its sole discretion,
may deem to be practicable under the circumstances to remedy the mistake.
6.3 Trustee Compensation. The Trustee may charge and pay from the Fund
reasonable fees and other compensation for its services in managing and administering the Fund,
consistent with applicable laws and regulations; provided, that the Trustee shall not assess a fee
for management and administration services to the extent the Fund is invested in an investment
vehicle, including a deposit account or other cash vehicle, maintained, sponsored, managed
and/or advised by the Trustee or any of its Affiliates. Scheduled fees and other compensation
shall be disclosed in writing to each Participating Trust in the Participation Agreement executed
by each Participating Trust prior to or at the time of the Participating Trust’s investment in the
Fund. The Trustee will notify the Plan Fiduciary of a Participating Trust if it is or becomes the
sole participant in a Fund.
6.4 Trustee’s Authority. No person dealing with the Trustee shall be under any
obligation to inquire regarding the authority of the Trustee, the validity or propriety of any
transaction, or the application of any payment made to the Trustee.
6.5 Reliance on Experts and Others. The Trustee shall, in the performance of its
duties, be fully protected by relying in good faith upon the books of account or other records of
the Trust, or upon reports made to the Trustee by (a) the custodians, depositories, any valuation
committee or agents, pricing agents, or transfer agents of the Trust, or (b) any accountants,
attorneys, or appraisers or other agents, experts or consultants selected with reasonable care by
the Trustee. The Trustee, officers, employees, and agents of the Trust may take advice of
counsel with respect to the meaning and operation of this Declaration of Trust or any Investment
Characteristics or Description of Classes applicable to a Fund, and shall be under no liability for
any act or omission in accordance with such advice or for failing to follow such advice. The
exercise by the Trustee of its powers and discretion hereunder and the construction in good faith
by the Trustee of the meaning or effect of any provisions of this Declaration of Trust or the
Investment Characteristics applicable to a Fund shall be binding upon all parties having an
interest in such Fund.
6.6 Reliance on Communications. The Trustee shall be fully protected in acting
17
upon any instrument, certificate, or document believed by it to be genuine and to be signed or
presented by the proper person or persons. The Trustee shall have no duty to make an
investigation or inquiry as to any statement contained in any such writing, but may accept the
same as conclusive evidence of the truth and accuracy of the statements therein contained.
6.7 Action by Trustee. The Trustee may exercise its rights and powers and perform
its duties hereunder through such of its officers and employees as shall be authorized to perform
such functions by the Trustee’s board of directors through general or specific resolutions.
However, the Trustee solely shall be responsible for the performance of all rights and
responsibilities conferred on it as Trustee hereunder, and, except as otherwise provided by
applicable law, no such officer or employee individually shall be deemed to have any fiduciary
authority or responsibility with respect to the Fund.
6.8 Discretion of the Trustee. The discretion of the Trustee, when exercised in good
faith and with reasonable care under the circumstances then prevailing, shall be final and
conclusive and binding upon each Participating Trust and all persons interested therein.
ARTICLE 7. AMENDMENT AND TERMINATION
7.1 Amendment. The Trustee may amend this Declaration of Trust at any time. Any such
amendment shall take effect as of the date specified by the Trustee. However, any amendment
materially changing the Investment Characteristics of a Fund or the Description of Classes with
respect to an existing Class of a Fund shall be effective no earlier than the Valuation Date that is
at least sixty (60) days after the Trustee gives notice of such amendment in accordance with
Section 7.3. Any amendment adopted by the Trustee shall be binding upon each Participating
Trust and all persons interested therein.
7.2 Termination. The Trustee may terminate the Fund at any time upon sixty (60)
days’ notice to the Participating Trusts. In such event, the assets of the Fund shall be
administered and distributed as if it were a Liquidating Account.
7.3 Notices. The Trustee shall give written notice of any material amendment, or of
the termination of the Fund, to the Plan Fiduciary of each affected Participating Trust. Any such
notice or other notice or communication required or permitted hereunder shall be deemed to have
been given at the time the Trustee delivers the notice personally or mails the notice first class,
postage prepaid, registered, or certified to the address of the appropriate recipient as shown on
the Trustee’s records.
ARTICLE 8. LIQUIDATING ACCOUNTS
8.1 Establishment.
(a) The Trustee may in its sole discretion, from time to time, transfer any
illiquid, impaired, or defaulted investment of any Fund to a Liquidating Account. The
primary purpose of each Liquidating Account shall be to facilitate the liquidation and
pricing of the assets contained therein for the benefit of the Participating Trusts holding a
beneficial interest therein. The period during which the Trustee may continue to hold any
such assets shall rest in its sole discretion.
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(b) Each Liquidating Account shall be maintained and administered solely for
the ratable benefit of the Participating Trusts whose cash, securities, or other assets has
been transferred thereto or deposited therein and each Participating Trust whose cash,
securities, or other assets have been transferred thereto or deposited therein shall have a
beneficial interest therein equal to the portion of such account represented by such
transfer or deposit.
8.2 Additional Powers and Duties of Trustee. The Trustee shall have, in addition to
all of the powers granted to it by law and by the terms of this Declaration of Trust, each and
every discretionary power of management of the assets contained in a Liquidating Account, (and
of all proceeds of such assets), that the Trustee shall deem necessary or convenient to accomplish
the purposes of such Liquidating Account. At the time of the establishment of a Liquidating
Account, and upon each deposit of additional money to such Account, the Trustee shall prepare a
schedule showing the interest of each Participating Trust therein. When the assets of such
Liquidating Account shall have been completely distributed, such schedule shall be thereafter
held as part of the permanent records of the Fund to which the Liquidating Account relates. The
Trustee shall include in any report of audit for a Fund a report for each related Liquidating
Account established hereunder. For purposes hereof, the value of assets transferred to or held in
a Liquidating Account (and the beneficial interest of any Participating Trust therein) may be
based upon value as provided in Section 5.2, or amortized cost, or book value, as determined by
the Trustee in its sole discretion.
8.3 Limitation on Contributions to Liquidating Account. No further contributions
shall be made to any Liquidating Account after its establishment, except that the Trustee shall
have the power and authority, if in the Trustee’s reasonable opinion such action is advisable for
the protection of any asset held therein, to borrow from others (to be secured by the assets held in
such Liquidating Account) and to make and renew such note or notes therefor as the Trustee may
determine.
8.4 Distributions. The Trustee may make distributions from a Liquidating Account
in cash or in kind or partly in cash and partly in kind, and, except as otherwise provided in the
Investment Characteristics with respect to any Fund for the Fund to which such Liquidating
Account relates, the time and manner of making all such distributions shall rest in the sole
discretion of the Trustee; provided that all such distributions as of any one time shall be made
ratably and on the same basis among the Participating Trusts that hold a beneficial interest in
such Liquidating Account. Income, gains, and losses attributable to a Liquidating Account shall
be allocated among the Participating Trusts that hold a beneficial interest in such Liquidating
Account, in proportion to such respective beneficial interests.
8.5 Effect of Establishing Liquidating Accounts. After an asset of a Fund has been
set apart in a Liquidating Account, such assets shall be subject to the provisions of this Article,
but such assets shall also be subject to all other provisions of this Declaration of Trust insofar as
the same shall be applicable thereto and not inconsistent with the provisions of this Article. For
the purpose of deposits to and withdrawals from a Fund, and for purposes of determining the
value of the Units of a Fund and the income, gains, or losses of a Fund that are allocated among
Participating Trusts pursuant to the other provisions of this Declaration of Trust, the value,
income, gains, or losses of any assets held in any Liquidating Account shall be excluded.
19
8.6 Fees and Expenses. Each Liquidating Account shall be charged with the
expenses attributable to the administration and management of such account (including, but not
limited to, brokerage fees, settlement charges, stamp taxes, duty, stock listing and related
expenses, attorneys’ fees and auditing fees). Such Liquidating Accounts shall remain as part of
the assets of the applicable Fund for purposes of determining the fee payable to the Trustee in
accordance with such fee schedule as may apply from time to time.
ARTICLE 9. GENERAL PROVISIONS
9.1 Diversion, Assignment Prohibited. The following provisions shall apply,
notwithstanding any provision of this Declaration of Trust or any amendment hereto to the
contrary.
(a) No part of the corpus or income of any Fund that equitably belongs to a
Participating Trust shall be used or diverted to any purposes other than for the exclusive
benefit of the employees or their beneficiaries that are entitled to benefits under such
Participating Trust.
(b) No Participating Trust may assign all or any portion of its equity or
interest in the Fund.
(c) No part of the Fund that equitably belongs to a Participating Trust shall be
subject to any legal process, levy of execution, or attachment or garnishment proceedings
for payment of any claim against any such Participating Trust or any employee or
beneficiary thereof.
(d) This Declaration of Trust shall be binding upon the successors and assigns
of the Trustee and the Participating Trusts.
9.2 Governing Law. This Declaration of Trust shall be construed, and the Fund shall
be administered, in accordance with ERISA and other applicable federal law and, to the extent
not preempted by the foregoing, the laws of the State of Colorado.
9.3 Situs of Fund. The Fund is created and shall be held, managed, administered,
and maintained at all times as a domestic trust in the United States.
9.4 Inspection. A copy of this Declaration of Trust shall be kept on file at the
principal office of the Trustee, available for inspection during normal business hours. A copy of
this Declaration of Trust shall be sent upon request to each person to whom a regular periodic
accounting would be rendered with respect to each Participating Trust, and shall be furnished to
any other person upon request for a reasonable charge.
9.5 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.
9.6 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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9.7 Status of Instrument. This instrument contains the provisions of this Declaration
of Trust as of the date specified below.
TD AMERITRADE TRUST COMPANY
By: /S/Albert G. Schweiss 4/23/14
Albert G. Schweiss
President and CEO
Date:
1
Amendment to Appendix A and Appendix B of the
TD Ameritrade Trust Company Declaration of Trust
Establishing Collective Investment Funds
On August 18, 2008, TD Ameritrade Trust Company (“Trustee”), as the successor in interest to Fiserv
Trust Company (fka First Trust Corporation), assumed the Declaration of Trust Establishing the First
Trust Corporation Collective Investment Funds for Employee Benefit Plans (the “Declaration of Trust”)
dated November 28, 2000. On April 23, 2014, in order to continue to provide for the collective
investment and reinvestment of assets of certain tax-exempt employee benefit plans, Trustee amended
and restated the Declaration of Trust Establishing the TD Ameritrade Trust Collective Investment Funds
for Employee Benefit Plans. The Declaration of Trust allows the Trustee to establish or terminate
collective investment funds established pursuant to the Declaration of Trust (each a “Fund”) as it may
deem necessary and desirable and to amend the Declaration of Trust and its appendices/exhibits. The
Board of Directors of Trustee has appointed a Trust Committee to perform the duties of and to be
responsible for the activities of the Trustee.
The Trustee, acting through the Trust Committee, has established and terminated certain Funds and unit
classes since assuming the Declaration of Trust and from time-to-time has amended Appendix A and
Appendix B to reflect such changes. The Trustee now wishes to amend Appendix A of the Declaration
of Trust to reflect the addition and removal of Funds, and name changes to specified funds, subsequent
to the last such amendment and to amend Appendix B to reflect the establishment of certain Classes of
Units of such funds.
THEREFORE, in accordance with Sections 2.1 and 7.1 of the Declaration of Trust, Appendix A and
Appendix B are hereby amended as set forth below. All capitalized terms used in this Amendment and
not defined herein shall have the meanings ascribed to such terms in the Declaration of Trust.
AMENDMENT
1. Appendix A of the Declaration of Trust is hereby deleted and replaced in its entirety with the
attached Appendix A.
2. Appendix B of the Declaration of Trust is hereby deleted and replaced in its entirety with the
attached Appendix B.
Except to the extent modified by this Amendment the remaining provisions of the Declaration of Trust
shall remain in full force and effect. In the event of a conflict between such provisions of the
Declaration of Trust and this Amendment, the terms of the Declaration of Trust shall prevail.
IN WITNESS WHEREOF, this Amendment is effective as of the date set forth below.
TD AMERITRADE TRUST COMPANY
By its Trust Committee
By: /S/ Albert G. Schweiss 10/30/18
Albert G. Schweiss, Chairman
Date: October 30, 2018
2
APPENDIX A
TO THE
DECLARATION OF TRUST
ESTABLISHING THE TD AMERITRADE TRUST COMPANY
COLLECTIVE INVESTMENT FUNDS
FOR EMPLOYEE BENEFIT PLANS
Set forth below are the names and descriptions of the Trustee’s collective investment funds (the
“Funds”), assets of which have been transferred to the appropriate Accounts. Following the descriptions
is a table showing the name of the corresponding subadvisor or agent (each an “Agent”) and/or strategy
that the Trustee has selected for each Fund. The Trustee hereby directs the Agent to invest the applicable
percentage of the assets of each Fund into the corresponding collective investment fund strategy as set
forth below. The Trustee reserves the right to change the Agent, strategy or any underlying investment
or the applicable percentage with respect to any such Fund at any time by prior written notice to the
Agent. The Agent shall be entitled to rely on the above direction, as amended from time to time by the
Trustee, in investing all assets transferred to the Accounts in such corresponding collective investment
fund or, in the event that the Trustee directs that such assets be invested according to a particular
strategy, in such funds and in such percentages as the Trustee directs.
TOPS® Conservative Portfolio
The TOPS Conservative Portfolio seeks to preserve capital and provide moderate income and capital
appreciation by investing primarily in exchange-traded funds (“ETFs”), and other index-based vehicles,
that invest in corporate and government fixed income securities, common and preferred stocks, real
estate, and natural resources securities. The TOPS Conservative Portfolio places a greater emphasis on
fixed income investments than equity and real estate investments. The TOPS Conservative Portfolio
may be appropriate for investors with intermediate-term investment time horizons who are seeking
capital preservation as well as the opportunity for income and growth. Although the Fund is constructed
in a manner intended to reduce volatility, the investment holdings are still subject to investment risk and
loss of investment value.
TOPS® Income & Growth Portfolio
The TOPS Income & Growth Portfolio seeks to provide income and capital appreciation by investing
primarily in ETFs and other index-based vehicles, that invest in corporate and government fixed income
securities, common and preferred stocks, real estate and natural resources securities. The TOPS Income
& Growth Portfolio places a greater emphasis on fixed income investments than equity, real estate, and
natural resource investments, but less emphasis on fixed income investments than the Conservative
Portfolio. The TOPS Income & Growth Portfolio may be appropriate for investors with intermediate-to
long-term investment time horizons who seek to earn income but still benefit from stock market growth
and are willing to accept a limited ability to benefit from stock market growth in exchange for reduced
volatility.
TOPS® Balanced Portfolio
The TOPS Balanced Portfolio seeks to provide capital appreciation and income by investing primarily in
ETFs and other index-based vehicles that invest in corporate and government fixed income securities,
common and preferred stocks, real estate, and natural resources securities. The TOPS Balanced Portfolio
3
places a greater emphasis on equity, real estate, and natural resource investments than fixed income
investments. The TOPS Balanced Portfolio may be appropriate for investors with intermediate to long-
term investment time horizons who seek to balance income with a moderate level of volatility in
exchange for potentially higher returns.
TOPS® Moderate Growth Portfolio
The TOPS Moderate Growth Portfolio seeks to provide capital appreciation by investing primarily in
ETFs and other index-based vehicles that invest in corporate and government fixed income securities,
common and preferred stocks, real estate, and natural resources securities. The TOPS Moderate Growth
Portfolio places a greater emphasis on equity, real estate, and natural resource investments than fixed
income investments, and places less emphasis on fixed income investments than the Balanced Portfolio.
The TOPS Moderate Growth Portfolio may be appropriate for investors with long-term investment time
horizons who are willing to accept somewhat higher volatility in exchange for potentially higher returns.
TOPS® Growth Portfolio
The TOPS Growth Portfolio seeks to provide capital appreciation by investing primarily in ETFs and
other index-based vehicles that invest in corporate and government fixed income securities, common
and preferred stocks, real estate, and natural resources securities. The TOPS Growth Portfolio places a
greater emphasis on equity, real estate, and natural resource investments than fixed income investments,
and has less emphasis on fixed income investments than the Moderate Growth Portfolio. The TOPS
Growth Portfolio may be appropriate for investors with long-term investment time horizons who are
willing to accept relatively high volatility in exchange for potentially higher returns.
TOPS® Aggressive Growth Portfolio
The TOPS Aggressive Growth Portfolio seeks to provide capital appreciation by investing primarily in
ETFs and other index-based vehicles that invest in common and preferred stocks, real estate, and natural
resources securities. The TOPS Aggressive Growth Portfolio does not invest in corporate and
government bonds. The TOPS Aggressive Growth Portfolio is appropriate for investors with long term
investment horizons who are willing to accept a high degree of volatility in exchange for potentially
higher returns than those historically provided by more diversified asset allocations.
TOPS® Target Retirement Income
The TOPS Target Retirement Income seeks to provide capital appreciation and current income by
investing primarily in ETFs and other index-based vehicles that invest in U.S. and foreign stocks,
corporate and government bonds, real estate, and natural resources securities. The TOPS Target
Retirement Income’s asset allocation seeks current income and, as a secondary objective, capital
appreciation. The TOPS Target Retirement Income places a greater emphasis on fixed income
investments than equity, REIT, or natural resource investments. The TOPS Target Retirement Income
may be appropriate for investors who seek current income with limited potential for capital appreciation.
TOPS® Target Portfolio 2020
The TOPS Target Portfolio 2020 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government
bonds, real estate, and natural resources securities. The TOPS Target Portfolio 2020 places a greater
emphasis on fixed income investments than equity, REIT, or natural resource investments. The TOPS
Target Portfolio 2020 may be appropriate for investors with short-term investment horizons who are
willing to accept a moderate amount of volatility in exchange for the potential to earn greater returns
4
than historically available with more conservative asset allocations. As the stated target date approaches,
the TOPS Target Portfolio 2020 will place a greater emphasis on fixed income investments than equity
investments.
TOPS® Target Portfolio 2025
The TOPS Target Portfolio 2025 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government
bonds, real estate, and natural resources securities. The TOPS Target Portfolio 2025 places a greater
emphasis on equity, real estate, and natural resource investments than fixed income investments. The
TOPS Target Portfolio 2025 may be appropriate for investors with an intermediate-to-long-term
investment horizons who are willing to accept a moderate amount of volatility in exchange for the
potential to earn greater returns than historically available with more conservative asset allocations. As
the stated target date approaches, the TOPS Target Portfolio 2025 will place a greater emphasis on fixed
income investments than equity investments.
TOPS® Target Portfolio 2030
The TOPS Target Portfolio 2030 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government
bonds, real estate, and natural resources securities. The TOPS Target Portfolio 2030 places a greater
emphasis on equity, real estate, and natural resource investments than fixed income investments. The
TOPS Target Portfolio 2030 may be appropriate for investors with long-term investment horizons who
are willing to accept relatively high volatility in exchange for potentially higher investment returns. As
the stated target date approaches, the TOPS Target Portfolio 2030 will place a greater emphasis on fixed
income investments than equity investments.
TOPS® Target Portfolio 2035
The TOPS Target Portfolio 2035 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government
bonds, real estate, and natural resources securities. The TOPS Target Portfolio 2035 places a greater
emphasis on equity, real estate, and natural resource investments than fixed income investments. The
TOPS Target Portfolio 2035 may be appropriate for investors with long-term investment horizons who
are willing to accept a relatively high level of volatility in exchange for potentially higher investment
returns. As the stated target date approaches, the TOPS Target Portfolio 2035 will place a greater
emphasis on fixed income investments than equity investments.
TOPS® Target Portfolio 2040
The TOPS Target Portfolio 2040 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government
bonds, real estate, and natural resources securities. The TOPS Target Portfolio 2040 places a greater
emphasis on equity, real estate, and natural resource investments than on fixed income investments. The
TOPS Target Portfolio 2040 may be appropriate for investors with long-term investment horizons who
are willing to accept a high level of volatility in exchange for potentially higher investment returns. As
the stated target date approaches, the TOPS Target Portfolio 2040 will place a greater emphasis on fixed
income investments than equity investments.
5
TOPS® Target Portfolio 2045
The TOPS Target Portfolio 2045 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government
bonds, real estate, and natural resources securities. The TOPS Target Portfolio 2045 places a greater
emphasis on equity, real estate, and natural resource investments than on fixed income investments. The
TOPS Target Portfolio 2045 may be appropriate for investors with long-term investment horizons who
are willing to accept a high level of volatility in exchange for potentially higher investment returns. As
the stated target date approaches, the TOPS Target Portfolio 2045 will place a greater emphasis on fixed
income investments than equity investments.
TOPS® Target Portfolio 2050
The TOPS Target Portfolio 2050 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government
bonds, real estate, and natural resources securities. The TOPS Target Portfolio 2050 places a greater
emphasis on equity, real estate, and natural resource investments than on fixed income investments. The
TOPS Target Portfolio 2050 may be appropriate for investors with long-term investment horizons who
are willing to accept a high level of volatility in exchange for potentially higher investment returns. As
the stated target date approaches, the TOPS Target Portfolio 2050 will place a greater emphasis on fixed
income investments than equity investments.
TOPS® Target Portfolio 2055
The TOPS Target Portfolio 2055 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government
bonds, real estate, and natural resources securities. The TOPS Target Portfolio 2055 places a greater
emphasis on equity, real estate, and natural resource investments than on fixed income investments. The
TOPS Target Portfolio 2055 may be appropriate for investors with long-term investment horizons who
are willing to accept a high level of volatility in exchange for potentially higher investment returns. As
the stated target date approaches, the TOPS Target Portfolio 2055 will place a greater emphasis on fixed
income investments than equity investments.
TOPS® Target Portfolio 2060
The TOPS Target Portfolio 2060 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government
bonds, real estate, and natural resources securities. The TOPS Target Portfolio 2060 places a greater
emphasis on equity, real estate, and natural resource investments than on fixed income investments. The
TOPS Target Portfolio 2060 may be appropriate for investors with long-term investment horizons who
are willing to accept a high level of volatility in exchange for potentially higher investment returns. As
the stated target date approaches, the TOPS Target Portfolio 2060 will place a greater emphasis on fixed
income investments than equity investments.
Managed Retirement Conservative Fund
The Conservative Fund is an asset allocation fund whose primary objective is income and stability. It is
designed for investors near or already in retirement. The Fund is invested in a diversified mix of vehicles
including mutual funds, ETFs, stable value and other pooled funds. The Conservative Fund typically
invests 30% of its assets in equities, a portion of which is allocated to international equities and real
estate, and 70% in bonds, a portion of which is allocated to international bonds, stable value funds, and
6
cash vehicles. Tactical changes may be made to take advantage of valuation opportunities from time to
time. To ensure the Fund’s strategy remains consistent, the allocation may be rebalanced when it
deviates significantly from strategic targets. Investors in this fund should be willing to accept
fluctuation in value and be able to tolerate the market risk that comes from the volatility of capital
markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
Managed Retirement Moderate Fund
The Moderate Fund is an asset allocation fund whose primary objective is a combination of current
income and growth of capital. The Fund is invested in a diversified mix of underlying vehicles including
mutual funds, ETFs, stable value and other pooled funds. The Moderate Fund typically invests 40% of
its assets in equities, a portion of which is allocated to international equities and real estate, and 60% in
bonds, a portion of which is allocated to international bonds, stable value funds, and cash vehicles.
Tactical changes may be made to take advantage of valuation opportunities from time to time. To ensure
the Fund’s strategy remains consistent, the allocation may be rebalanced when it deviates significantly
from strategic targets. Investors in this fund should be willing to accept modest fluctuation in value and
be able to tolerate the market risk that comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
Managed Retirement Balanced Fund
The Balanced Fund is an asset allocation fund whose primary objective is a combination of growth of
capital and income. The Fund is invested in a diversified mix of underlying vehicles including mutual
funds, ETFs, stable value and other pooled funds. The Balanced Fund typically invests 60% of its assets
in equities, a portion of which is allocated to international equities and real estate, and 40% in bonds, a
portion of which is allocated to international bonds, stable value funds, and cash vehicles. Tactical
changes may be made to take advantage of valuation opportunities from time to time. To ensure the
Fund’s strategy remains consistent, the allocation may be rebalanced when it deviates significantly from
strategic targets. Investors in this fund should be willing to accept fluctuation in value and be able to
tolerate the market risk that comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
Managed Retirement Growth Fund
The Growth Fund is an asset allocation fund whose primary objective is growth of capital with some
consideration for income. The Fund is invested in a diversified mix of underlying vehicles including
mutual funds, ETFs, stable value and other pooled funds. The Growth Fund typically invests 75% of its
assets in equities, a portion of which is allocated to international equities and real estate, and 25% in
bonds, a portion of which is allocated to international bonds, stable value funds, and cash vehicles.
7
Tactical changes may be made to take advantage of valuation opportunities from time to time. To ensure
the Fund’s strategy remains consistent, the allocation may be rebalanced when it deviates significantly
from strategic targets. Investors in this fund should be willing to accept fluctuation in value and be able
to tolerate the market risk that comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
Managed Retirement Aggressive Fund
The Aggressive Fund is an asset allocation fund whose primary objective is capital growth. The Fund is
invested in a diversified mix of underlying vehicles including mutual funds, ETFs, stable value and
other pooled funds. The Aggressive Fund typically invests 90% of its assets in equities, a portion of
which is allocated to international equities and real estate, and 10% in bonds, a portion of which is
allocated to international bonds, stable value funds, and cash vehicles. Tactical changes may be made to
take advantage of valuation opportunities from time to time. To ensure the Fund’s strategy remains
consistent, the allocation may be rebalanced when it deviates significantly from strategic targets.
Investors in this fund should be willing to accept significant fluctuation in value and be able to tolerate
the market risk that comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
Managed Retirement Real Asset Fund
The Real Asset Fund is an asset allocation fund whose primary objective is income and stability. It is
designed for investors concerned about the prospect of rising inflation. The Fund is invested in a
diversified mix of underlying vehicles including mutual funds, ETFs, stable value and other pooled
funds. The Real Asset Fund will allocate its investments among stable value investments, domestic and
international fixed income, real estate and REITs, commodities and natural resources, and other
alternative investment strategies. Allocations will be monitored and tactically adjusted to take advantage
of valuation opportunities from time to time. The fund may be rebalanced when it deviates significantly
from strategic targets. Investors in this fund should be willing to accept fluctuation in value and be able
to tolerate the market risk that comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
StarTrack Retirement Income Fund®
The StarTrack Retirement Income Fund was originally established as the StarTrack 2010 fund. As the
target date approached, risk was reduced on a periodic basis by adjusting the fund’s ratio of equity to
fixed income mutual funds. Since reaching its target date the Fund has maintained an asset allocation of
30% equity mutual funds and 70% fixed income mutual funds.
8
StarTrack 2020 Fund®
The 2020 Fund initially sought to invest 70% of its assets in equity mutual funds and 30% of its assets in
fixed-income mutual funds. The Fund has maintained such an asset mix, until approximately 10-12
years from the stated target date. Starting 10-12 years from the target date, the Fund began seeking to
reduce risk on a periodic basis by adjusting the Fund’s ratio of equity to fixed-income mutual funds
downward as the target date approaches. Upon reaching the target date, the Fund will seek to achieve an
asset allocation of 30% equity mutual funds and 70% fixed-income mutual funds.
StarTrack 2030 Fund®
The 2030 Fund seeks to invest 80% of its assets in equity mutual funds and 20% of its assets in fixed-
income mutual funds. The Fund will strive to maintain such an asset mix, depending on the prevailing
market conditions, until approximately 10-15 years before the stated target date. Once the Fund is
within the final 10-15 years of the target date, the Fund will seek to reduce risk on a periodic basis by
adjusting the Fund’s ratio of equity to fixed-income mutual funds downward as the target date
approaches. Upon the target date, the Fund will seek to achieve an asset allocation of 30% equity
mutual funds and 70% fixed-income mutual funds.
StarTrack 2040 Fund®
The 2040 Fund seeks to invest 90% of its assets in equity mutual funds and 10% of its assets in fixed-
income mutual funds. The Fund will strive to maintain such an asset mix, depending on the prevailing
market conditions, until approximately 10-20 years before the stated target date. Once the Fund is
within the final 10-20 years of the target date, the Fund will seek to reduce risk on a periodic basis by
adjusting the Fund’s ratio of equity to fixed-income mutual funds downward as the target date
approaches. Upon the target date, the Fund will seek to achieve an asset allocation of 30% equity mutual
funds and 70% fixed-income mutual funds.
StarTrack 2050 Fund®
The 2050 Fund seeks to invest primarily in equity mutual funds to be broadly diversified across and within
domestic, international and emerging markets asset classes. The Fund will strive to maintain such an asset mix,
depending on the prevailing market conditions, until approximately 10-20 years before the stated target date.
Once the Fund is within the final 10-20 years of the target date, the Fund will seek to reduce risk on a
periodic basis by adjusting the Fund’s ratio of equity to fixed-income mutual funds downward as the
target date approaches. Upon the target date, the Fund will seek to achieve an asset allocation of 30%
equity mutual funds and 70% fixed-income mutual funds.
StarCore I Fund®
This Fund seeks to be the most conservative of the StarCore Funds®, placing a greater emphasis on
current income than on growth. Under normal circumstances, the Fund will invest 60% of its assets in
fixed-income mutual funds and 40% of its assets in equity mutual funds. The fixed-income portion of
the Fund will primarily consist of fixed-income mutual funds that invest in high quality investment
grade fixed-income securities with durations and maturities in the short to intermediate term range. The
equity portion of the Fund will consist of 65-85% U.S equity mutual funds and 15-35% international
equity mutual funds.
9
StarCore II Fund®
This Fund seeks to maintain an asset allocation of 60% equity mutual funds and 40% fixed-income
mutual funds. While the Fund seeks to benefit from an increased equity allocation, it also seeks to
mitigate potential short-term return volatility through bond exposure. Under normal circumstances, the
equity portion of the Fund will consist of 65-85% U.S. equity mutual funds and 15-35% international
equity mutual funds.
StarCore III Fund®
This Fund seeks more aggressive wealth enhancement through increased exposure to equity positions,
while maintaining a smaller allocation of fixed-income mutual funds. The Fund will seek to invest 80%
of its assets in equity mutual funds and 20% of its assets in fixed-income mutual funds. Under normal
circumstances, the equity portion of the Fund will consist of 65-85% U.S. equity mutual funds and 15-
35% international equity mutual funds.
StarCore IV Fund®
This Fund is a globally-diversified equity Fund designed for long-term investors who are willing to
experience potentially increased short-term volatility. The Fund seeks to be broadly diversified across
and within domestic, international and emerging markets asset classes. This Fund also seeks to capture
the benefits of long-term global stock market appreciation.
StarCore Global Value Fund®
This equity Fund seeks global diversification across all market capitalizations with a focus on value.
Under normal circumstances, this Fund seeks to invest up to 98% of its assets in equity mutual funds.
The Fund will primarily invest in domestic value, international value, and emerging markets value
mutual funds. The Fund will strive to increase potential expected long-term returns by favoring value
over a more traditional “blended” markets or growth-oriented approach. This Fund may be appropriate
for long-term investors seeking to be invested in the Fund for ten years or more.
StarCore U.S. Fund®
This Fund seeks to be invested solely in U.S. equity asset class mutual funds. The Fund seeks
diversification among all market capitalizations, as well as among value, growth, and blended styles.
Under normal circumstances, the Fund will invest up to 98% of its assets in equity mutual funds. The
Fund will strive to capture the potential benefits of investing broadly in the U.S. stock market through
domestic mutual funds.
StarCore International Fund®
This Fund seeks to invest in thirty-eight countries, excluding the U.S. & Canada, through mutual funds
that invest in both developed and emerging markets. Under normal circumstances, the Fund will invest
up to 98% of its assets in equity mutual funds. The Fund will seek to diversify amongst all market
capitalizations and styles, with the intention of gaining the potential benefits of investment opportunities
outside the U.S. and Canada.
10
Strategic Target Income Fund
The Strategic Target Income Fund is a well-diversified Fund with a conservative asset allocation. The
Fund generally seeks a strategic asset allocation of approximately 35% in equities, 55% in fixed-income,
and 10% in “alternative asset” classes (such as domestic real estate, foreign real estate and commodities
(e.g., oil, gas and timber)) and cash (including stable value products). These allocations may vary up to
+/-10 percentage points. Originally established with a target-date of 2005, this Fund may be appropriate
for investors that started taking distributions from their retirement funds around that target date.
The Fund seeks to invest in passive and active pooled investment vehicles that are consistent with the
Fund’s investment objective, including, but not limited to, mutual funds, commingled funds and ETFs.
The Fund employs an investment philosophy focused on low fees, low turnover, and prudent risk
management using a core and satellite investment strategy.
Strategic Target 2015 Fund
The 2015 Strategic Target Fund is a well-diversified Fund with an asset allocation strategy that will
become more conservative as the target date approaches. The Fund initially seeks to allocate
approximately 45% in equities, 40% in fixed-income, and 15% in “alternative asset” classes (such as
domestic real estate, foreign real estate and commodities (e.g., oil, gas and timber)) and cash (including
stable value products). These allocations may vary up to +/-10 percentage points. This Fund may be
appropriate for investors that plan to begin taking distributions in or around the year 2015.
In order to implement its asset allocation strategy, the Fund will invest in passive and active pooled
investment vehicles that are consistent with the Fund’s investment objective, including, but not limited
to, mutual funds, commingled funds and ETFs. The Fund employs an investment philosophy focused on
low fees, low turnover, and prudent risk management using a core and satellite investment strategy.
Strategic Target 2025 Fund
The 2025 Strategic Target Fund is a well-diversified Fund with an asset allocation strategy that will
become more conservative as the target date approaches. The Fund initially seeks to allocate
approximately 55% in equities, 30% in fixed-income, and 15% in “alternative asset” classes (such as
domestic real estate, foreign real estate and commodities (e.g., oil, gas and timber)) and cash (including
stable value products). These allocations may vary up to +/-10 percentage points. This Fund may be
appropriate for investors that plan to begin taking distributions in or around the year 2025.
In order to implement its asset allocation strategy, the Fund will invest in passive and active pooled
investment vehicles that are consistent with the Fund’s investment objective, including, but not limited
to, mutual funds, commingled funds and ETFs. The Fund employs an investment philosophy focused on
low fees, low turnover, and prudent risk management encompassing a core and satellite investment
strategy.
Strategic Target 2035 Fund
The 2035 Strategic Target Fund is a well-diversified Fund with an asset allocation strategy that will be
modified to become more conservative as the target date approaches. The Fund will initially seek to
11
invest approximately 65% in equities, 15% in fixed-income, and 20% in “alternative asset” classes (such
as domestic real estate, foreign real estate and commodities (e.g., oil, gas and timber)) and cash
(including stable value products). These allocations may vary up to +/-10 percentage points. This Fund
may be appropriate for investors that plan to begin taking distributions in or around the year 2035.
In order to implement its asset allocation strategy, the Fund will invest in passive and active pooled
investment vehicles that are consistent with the Fund’s investment objective, including, but not limited
to, mutual funds, commingled funds and ETFs. The Fund employs an investment philosophy focused on
low fees, low turnover, and prudent risk management encompassing a core and satellite investment
strategy.
Strategic Target 2045 Fund
The 2045 Strategic Target Fund is a well-diversified Fund with an asset allocation strategy that will
become more conservative as the target date approaches. The Fund seeks to invest approximately 70%
in equities, 10% in fixed-income, and 20% in “alternative asset” classes (such as domestic real estate,
foreign real estate and commodities (e.g., oil, gas and timber)) and cash (including stable value
products). These allocations may vary up to +/-10 percentage points. This Fund may be appropriate for
investors that plan to begin taking distributions in or around the year 2045.
In order to implement its asset allocation strategy, the Fund will invest in passive and active pooled
investment vehicles that are consistent with the Fund’s investment objective, including, but not limited
to, mutual funds, commingled funds and ETFs. The Fund employs an investment philosophy focused on
low fees, low turnover, and prudent risk management encompassing a core and satellite investment
strategy.
Strategic Target 2055 Fund
The 2055 Strategic Target Fund is a diversified fund with an asset allocation that will become more
conservative as the target date approaches. The Fund generally seeks a strategic asset allocation of
approximately 70%, in equities, 10% in fixed income, and 20% in “alternative asset” classes (such as
domestic real estate, foreign real estate and commodities (e.g., oil, gas, and timber) and cash (including
stable value products). These allocations may vary up to +/-10 percentage points. This Fund may be
appropriate for investors that plan to begin taking distributions in or around the year 2055. The Fund
will invest in passive and active pooled investments.
In order to implement its asset allocation strategy, the Fund will invest in passive and active pooled
investment vehicles that are consistent with the Fund’s investment objective, including, but not limited
to, mutual funds, commingled funds and ETFs. The Fund employs an investment philosophy focused on
low fees, low turnover, and prudent risk management encompassing a core and satellite investment
strategy.
Strategic Target Risk Growth Fund
The Strategic Target Risk Growth Fund is an asset allocation fund that invests in a mixture of equities,
fixed income and alternative strategies through mutual funds, ETFs, or other pooled funds. The primary
12
investment objective of the Growth Fund is growth and its assets will be invested predominantly in
equities (both domestic and international). The Growth Fund may have an allocation to alternative
strategies to help it pursue its investment objectives. All of the Fund’s assets may be invested in equities
and the Fund may use both passive and active investment options. As financial markets and holdings
fluctuate in value, the Fund will be rebalanced periodically to maintain its target asset allocation.
Strategic Target Risk Moderate Growth Fund
The Strategic Target Risk Moderate Growth Fund is a diversified asset allocation fund that invests in a
mixture of equities, fixed income, and alternative strategies through mutual funds, ETFs, or other pooled
funds. The primary investment objective of the Moderate Growth Fund is growth and the majority of its
assets will be invested in equities (both domestic and international). The Moderate Growth Fund will
typically have an allocation to fixed income and alternative strategies to help it pursue its investment
objectives. The Fund may use both passive and active investment options. As financial markets and
holdings fluctuate in value, the Fund will be rebalanced periodically to maintain its target asset
allocation.
Strategic Target Risk Moderate Fund
The Strategic Target Risk Moderate Fund is a diversified asset allocation fund that invests in a mixture
of equities, fixed income, and alternative strategies through mutual funds, ETFs, or other pooled funds.
The investment objectives of the Moderate Fund are growth and income and a portion of its assets will
be allocated to fixed income in an effort to reduce risk (as measured by volatility) and provide some
current income. The Moderate Fund will typically have an equal or heavier weighting allocated to
equities (both domestic and international) and alternative strategies balanced with fixed income
instruments to help it pursue its investment objectives. The Fund may use both passive and active
investment options. As financial markets and holdings fluctuate in value, the Fund will be rebalanced
periodically to maintain its target asset allocation.
Strategic Target Risk Moderately Conservative Fund
The Strategic Target Risk Moderately Conservative Fund is a diversified asset allocation fund that
invests in a mixture of equities, fixed income, and alternative strategies through mutual funds, ETFs, or
other pooled funds. The primary investment objective of the Moderately Conservative Fund is moderate
risk (as measured by volatility) with some growth. The Moderately Conservative Fund will typically
have a substantial weighting to fixed income with the remaining balance allocated to equities (both
domestic and international) and alternative strategies to help it pursue its investment objectives. The
Fund may use both passive and active investment options. As financial markets and holdings fluctuate in
value, the Fund will be rebalanced periodically to maintain its target asset allocation.
Strategic Target Risk Conservative Fund
The Strategic Target Risk Conservative Fund is a diversified asset allocation fund that invests primarily
in fixed income through mutual funds, ETFs, or other pooled funds. The primary investment objective of
the Conservative Fund is income with relatively low risk (as measured by volatility) with much of the
return expected to be in the form of interest income from domestic and international fixed income
instruments. The Conservative Fund will typically have an allocation of up to 35% equities (both
13
domestic and international) and may utilize alternative strategies to help it pursue its investment
objectives. The Fund may use both passive and active investment options. As financial markets and
holdings fluctuate in value, the Fund will be rebalanced periodically to maintain its target asset
allocation.
Retirement Advocate Conservative Fund
The Retirement Advocate Conservative Fund is a diversified asset allocation fund that invests primarily
in fixed income instruments through mutual funds, ETFs, or other pooled funds. The primary investment
objective of the Conservative Fund is relatively low risk (as measured by volatility) with much of the
return expected to come in the form of interest income. The Conservative Fund will typically have an
allocation of up to 20% equities (both domestic and international) and may utilize other alternative
strategies to help it realize its investment objectives. The Fund may use both passive and active
investment options. As financial markets and holdings fluctuate in value, the Fund is rebalanced to
maintain its target asset allocation.
Retirement Advocate Moderately Conservative Fund
The Retirement Advocate Moderately Conservative Fund is a diversified asset allocation fund that
invests in a mixture of equities, fixed income instruments, and alternative strategies through mutual
funds, ETFs, or other pooled funds. The primary investment objective of the Moderately Conservative
Fund is moderate risk (as measured by volatility) with some growth. The Moderately Conservative
Fund will typically have a heavier weighting to fixed income instruments, with the balance allocated to
equities (both domestic and international). The Fund also may utilize alternative strategies to help it
pursue its investment objectives. Up to 40% of the Fund’s assets may be invested in equities or
alternative strategies. The Fund may use both passive and active investment options. As financial
markets and holdings fluctuate in value, the Fund is rebalanced to maintain its target asset allocation.
Retirement Advocate Moderate Fund
The Retirement Advocate Moderate Fund is a diversified asset allocation fund that invests in a mixture
of equities, fixed income instruments, and alternative strategies through mutual funds, ETFs, or other
pooled funds. The primary investment objective of the Moderate Fund is growth, with an allocation to
fixed income to reduce risk (as measured by volatility) and provide some current income. The Moderate
Fund will typically have a heavier weighting allocated to equities (both domestic and international) and
may use alternative strategies balanced with fixed income instruments to help it pursue its investment
objectives. Up to 60% of the Fund’s assets may be invested in equities or alternative strategies. The
Fund may use both passive and active investment options. As financial markets and holdings fluctuate in
value, the Fund is rebalanced to maintain its target asset allocation.
Retirement Advocate Moderately Aggressive Fund
The Retirement Advocate Moderately Aggressive Fund is a diversified asset allocation fund that invests
in a mixture of equities, fixed income instruments, and alternative strategies through mutual funds,
ETFs, or other pooled funds. The primary investment objective of the Moderately Aggressive Fund is
growth and the majority of its assets will be invested in equities (both domestic and international). The
Moderately Aggressive Fund will typically have an allocation to fixed income and alternative strategies
14
to help it pursue its investment objectives. Up to 80% of the Fund’s assets may be invested in equities or
alternative strategies. The Fund may use both passive and active investment options. As financial
markets and holdings fluctuate in value, the Fund is rebalanced to maintain its target asset allocation.
Retirement Advocate Aggressive Fund
The Retirement Advocate Aggressive Fund is an asset allocation fund that invests in a mixture of
equities and other alternative strategies through mutual funds, ETFs, or other pooled funds. The
investment objective of the Aggressive Fund is growth. Its assets will be invested predominantly in
equities (both domestic and international). The Aggressive Fund may have an allocation to alternative
strategies to help it pursue its investment objectives. All of the Fund’s assets may be invested in equities
and the Fund may use both passive and active investment options. As financial markets and holdings
fluctuate in value, the Fund is rebalanced to maintain its target asset allocation.
Strategic Roadmap Aggressive Fund
The Aggressive Fund is a strategic asset allocation fund that invests in a diversified portfolio through the
use of mutual funds, ETFs, individual securities and other pooled funds. The primary objective of the
fund is long-term capital appreciation. The Aggressive Fund will typically allocate approximately 95%
of assets in a combination of U.S. and foreign equities. The Aggressive Fund may also have an
allocation to Real Estate, Commodities, or other alternative strategies to help it pursue its investment
objectives. The fund is designed for those investors who seek long-term growth of capital and are
willing to accept higher levels of market volatility.
Strategic Roadmap Growth Fund
The Growth Fund is a strategic asset allocation fund that invests in a diversified portfolio through the
use of mutual funds, ETFs, individual securities and other pooled funds. The primary objective of the
fund is capital appreciation with a low to moderate level of income. The Growth Fund will typically
allocate approximately 80% of its assets in a combination of U.S. and foreign equities, and 20% in
bonds, a portion of which can be allocated to international bonds and cash vehicles. The Growth Fund
may also have an allocation to Real Estate, Commodities, or other alternative strategies to help it pursue
its investment objectives. The Growth Fund is designed for those investors who seek long-term growth
of capital with slightly lower volatility than the overall market.
Strategic Roadmap Balanced Fund
The Balanced Fund is a strategic asset allocation fund that invests in a diversified portfolio through the
use of mutual funds, ETFs, individual securities and other pooled funds. The primary objective of the
fund is a combination of capital appreciation and income. The Balanced Fund will typically allocate
approximately 60% of its assets in a combination of U.S. and foreign equities, and 40% in bonds, a
portion of which can be allocated to international bonds and cash vehicles. The Balanced Fund may also
have an allocation to Real Estate, Commodities, or other alternative strategies to help it pursue its
investment objectives. The Balanced Fund is designed for those investors who are seeking lower
volatility than the overall market with an opportunity for moderate capital growth.
15
Strategic Roadmap Moderate Fund
The Moderate Fund is a strategic asset allocation fund that invests in a diversified portfolio through the
use of mutual funds, ETFs, individual securities and other pooled funds. The primary objective of the
fund is current income and moderate long-term capital appreciation. The Moderate Fund will typically
allocate approximately 40% of its assets in a combination of U.S. and foreign equities, and 60% in
bonds, a portion of which can be allocated to international bonds and cash vehicles. The Moderate Fund
may also have an allocation to Real Estate, Commodities, or other alternative strategies to help it pursue
its investment objectives. The Moderate Fund is designed for those investors seeking a portfolio with
moderate risk and medium growth potential.
Strategic Roadmap Conservative Fund
The Conservative Fund is a strategic asset allocation fund that invests in a diversified portfolio through
the use of mutual funds, ETFs, individual securities and other pooled funds. The primary objective of
the fund is stability of investment principal and income. The Conservative Fund will typically allocate
approximately 20% of its assets in a combination of U.S. and foreign equities, and 80% in bonds, a
portion of which can be allocated to international bonds and cash vehicles. The Conservative Fund may
also have an allocation to Real Estate, Commodities, or other alternative strategies to help it pursue its
investment objectives. The Conservative Fund is designed for those investors seeking to minimize
downside risk.
GoalPath 2020 Aggressive Portfolio
The GoalPath 2020 Aggressive Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to
grow expected retirement income. The overall effect of interest rate fluctuations and equity market
performance may impact the ability to achieve a desired level of retirement income. The portfolio may be
appropriate for investors with a higher risk tolerance and a planned retirement date on or about 2020.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 67% of assets in
global equities, 2% in global fixed income, and 31% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 60% global equities on or about its target retirement date.
GoalPath 2020 Moderate Portfolio
The GoalPath 2020 Moderate Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to
grow expected retirement income. The overall effect of interest rate fluctuations and equity market
performance may impact the ability to achieve a desired level of retirement income. The portfolio may be
appropriate for investors with a moderate risk tolerance and a planned retirement date on or about 2020.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
16
other pooled investment vehicles. The portfolio will initially allocate approximately 51% of assets in
global equities, 3% in global fixed income, and 46% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 50% global equities on or about its target retirement date.
GoalPath 2020 Conservative Portfolio
The GoalPath 2020 Conservative Portfolio focuses on growth consistent with its target retirement date
and, as it approaches its target date, management of retirement income risk. It seeks to allocate between
fixed income and equity growth investments to balance income risk management against the opportunity
to grow expected retirement income. The overall effect of interest rate fluctuations and equity market
performance may impact the ability to achieve a desired level of retirement income. The portfolio may be
appropriate for investors with a lower risk tolerance and a planned retirement date on or about 2020.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 32% of assets in
global equities, 3% in global fixed income, and 65% in treasury inflation protected securities As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 25% global equities on or about its target retirement date.
GoalPath 2030 Aggressive Portfolio
The GoalPath 2030 Aggressive Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to
grow expected retirement income. The overall effect of interest rate fluctuations and equity market
performance may impact the ability to achieve a desired level of retirement income. The portfolio may be
appropriate for investors with a higher risk tolerance and a planned retirement date on or about 2030.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 80% of assets in
global equities, 6% in global fixed income, and 14% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 60% global equities on or about its target retirement date.
GoalPath 2030 Moderate Portfolio
The GoalPath 2030 Moderate Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to
grow expected retirement income. The overall effect of interest rate fluctuations and equity market
performance may impact the ability to achieve a desired level of retirement income. The portfolio may be
appropriate for investors with a moderate risk tolerance and a planned retirement date on or about 2030.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 72% of assets in
17
global equities, 9% in global fixed income, and 19% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 50% global equities on or about its target retirement date.
GoalPath 2030 Conservative Portfolio
The GoalPath 2030 Conservative Portfolio focuses on growth consistent with its target retirement date
and, as it approaches its target date, management of retirement income risk. It seeks to allocate between
fixed income and equity growth investments to balance income risk management against the opportunity
to grow expected retirement income. The overall effect of interest rate fluctuations and equity market
performance may impact the ability to achieve a desired level of retirement income. The portfolio may be
appropriate for investors with a lower risk tolerance and a planned retirement date on or about 2030.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 59% of assets in
global equities, 13% in global fixed income, and 28% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 25% global equities on or about its target retirement date.
GoalPath 2040 Aggressive Portfolio
The GoalPath 2040 Aggressive Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to
grow expected retirement income. The overall effect of interest rate fluctuations and equity market
performance may impact the ability to achieve a desired level of retirement income. The portfolio may be
appropriate for investors with a higher risk tolerance and a planned retirement date on or about 2040.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 94% of assets in
global equities, 6% in global fixed income, and initially 0% in treasury inflation protected securities. As
the portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 60% global equities on or about its target retirement date.
GoalPath 2040 Moderate Portfolio
The GoalPath 2040 Moderate Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to
grow expected retirement income. The overall effect of interest rate fluctuations and equity market
performance may impact the ability to achieve a desired level of retirement income. The portfolio may be
appropriate for investors with a moderate risk tolerance and a planned retirement date on or about 2040.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 93% of assets in
global equities, 7% in global fixed income, and initially 0% in treasury inflation protected securities. As
18
the portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 50% global equities on or about its target retirement date.
GoalPath 2040 Conservative Portfolio
The GoalPath 2040 Conservative Portfolio focuses on growth consistent with its target retirement date
and, as it approaches its target date, management of retirement income risk. It seeks to allocate between
fixed income and equity growth investments to balance income risk management against the opportunity
to grow expected retirement income. The overall effect of interest rate fluctuations and equity market
performance may impact the ability to achieve a desired level of retirement income. The portfolio may be
appropriate for investors with a lower risk tolerance and a planned retirement date on or about 2040.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 86% of assets in
global equities, 14% in global fixed income, and initially 0% in treasury inflation protected securities.
As the portfolio’s target date approaches the global equities and fixed income allocation will be reduced
and allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 25% global equities on or about its target retirement date.
GoalPath 2050 Aggressive Portfolio
The GoalPath 2050 Aggressive Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to
grow expected retirement income. The overall effect of interest rate fluctuations and equity market
performance may impact the ability to achieve a desired level of retirement income. The portfolio may be
appropriate for investors with a higher risk tolerance and a planned retirement date on or about 2050.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in
global equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As
the portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 60% global equities on or about its target retirement date.
GoalPath 2050 Moderate Portfolio
The GoalPath 2050 Moderate Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to
grow expected retirement income. The overall effect of interest rate fluctuations and equity market
performance may impact the ability to achieve a desired level of retirement income. The portfolio may be
appropriate for investors with a moderate risk tolerance and a planned retirement date on or about 2050.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in
global equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As
the portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
19
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 50% global equities on or about its target retirement date.
GoalPath 2050 Conservative Portfolio
The GoalPath 2050 Conservative Portfolio focuses on growth consistent with its target retirement date
and, as it approaches its target date, management of retirement income risk. It seeks to allocate between
fixed income and equity growth investments to balance income risk management against the opportunity
to grow expected retirement income. The overall effect of interest rate fluctuations and equity market
performance may impact the ability to achieve a desired level of retirement income. The portfolio may be
appropriate for investors with a lower risk tolerance and a planned retirement date on or about 2050.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in
global equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As
the portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 25% global equities on or about its target retirement date.
GoalPath 2060 Aggressive Portfolio
The GoalPath 2060 Aggressive Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to
grow expected retirement income. The overall effect of interest rate fluctuations and equity market
performance may impact the ability to achieve a desired level of retirement income. The portfolio may be
appropriate for investors with a higher risk tolerance and a planned retirement date on or about 2060.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in
global equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As
the portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 60% global equities on or about its target retirement date.
GoalPath 2060 Moderate Portfolio
The GoalPath 2060 Moderate Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to
grow expected retirement income. The overall effect of interest rate fluctuations and equity market
performance may impact the ability to achieve a desired level of retirement income. The portfolio may be
appropriate for investors with a moderate risk tolerance and a planned retirement date on or about 2060.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in
global equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As
the portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
20
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 50% global equities on or about its target retirement date.
GoalPath 2060 Conservative Portfolio
The GoalPath 2060 Conservative Portfolio focuses on growth consistent with its target retirement date
and, as it approaches its target date, management of retirement income risk. It seeks to allocate between
fixed income and equity growth investments to balance income risk management against the opportunity
to grow expected retirement income. The overall effect of interest rate fluctuations and equity market
performance may impact the ability to achieve a desired level of retirement income. The portfolio may be
appropriate for investors with a lower risk tolerance and a planned retirement date on or about 2060.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in
global equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As
the portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 25% global equities on or about its target retirement date.
Trustee’s Collective Investment Fund Subadvisor Applicable
Percentage
TOPS® Aggressive Growth Portfolio ValMark Securities Inc. 100%
TOPS® Balanced Portfolio ValMark Securities Inc. 100%
TOPS® Conservative Portfolio ValMark Securities Inc. 100%
TOPS® Growth Portfolio ValMark Securities Inc. 100%
TOPS® Income & Growth Portfolio ValMark Securities Inc. 100%
TOPS® Moderate Growth Portfolio ValMark Securities Inc. 100%
TOPS® Target Portfolio 2020 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2025 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2030 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2035 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2040 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2045 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2050 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2055 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2060 ValMark Securities Inc. 100%
21
TOPS® Target Retirement Income ValMark Securities Inc. 100%
Managed Retirement Conservative Fund Axia Advisory Corporation 100%
Managed Retirement Moderate Fund Axia Advisory Corporation 100%
Managed Retirement Balanced Fund Axia Advisory Corporation 100%
Managed Retirement Growth Fund Axia Advisory Corporation 100%
Managed Retirement Aggressive Fund Axia Advisory Corporation 100%
Managed Retirement Real Asset Fund Axia Advisory Corporation 100%
StarTrack Retirement Income Fund® Rogers Wealth Group 100%
StarTrack 2020 Fund® Rogers Wealth Group 100%
StarTrack 2030 Fund® Rogers Wealth Group 100%
StarTrack 2040 Fund® Rogers Wealth Group 100%
StarTrack 2050 Fund® Rogers Wealth Group 100%
StarCore I Fund® Rogers Wealth Group 100%
StarCore II Fund® Rogers Wealth Group 100%
StarCore III Fund® Rogers Wealth Group 100%
StarCore IV Fund® Rogers Wealth Group 100%
StarCore Global Value Fund® Rogers Wealth Group 100%
StarCore U.S. Fund® Rogers Wealth Group 100%
StarCore International Fund® Rogers Wealth Group 100%
Strategic Target Income Fund Strategies Capital Management 100%
Strategic Target 2015 Fund Strategies Capital Management 100%
Strategic Target 2025 Fund Strategies Capital Management 100%
Strategic Target 2035 Fund Strategies Capital Management 100%
Strategic Target 2045 Fund Strategies Capital Management 100%
Strategic Target 2055 Fund Strategies Capital Management 100%
Strategic Target Risk Growth Fund Strategies Capital Management 100%
Strategic Target Risk Moderate Growth Fund Strategies Capital Management 100%
Strategic Target Risk Moderate Fund Strategies Capital Management 100%
22
Strategic Target Risk Moderately Conservative Fund Strategies Capital Management 100%
Strategic Target Risk Conservative Fund Strategies Capital Management 100%
Retirement Advocate Aggressive Fund Moneta Group Investment Advisors 100%
Retirement Advocate Moderately Aggressive Fund Moneta Group Investment Advisors 100%
Retirement Advocate Moderate Fund Moneta Group Investment Advisors 100%
Retirement Advocate Moderately Conservative Fund Moneta Group Investment Advisors 100%
Retirement Advocate Conservative Fund Moneta Group Investment Advisors 100%
Strategic Roadmap Growth Fund Steele Capital Management, Inc. 100%
Strategic Roadmap Aggressive Fund Steele Capital Management, Inc. 100%
Strategic Roadmap Balanced Fund Steele Capital Management, Inc. 100%
Strategic Roadmap Moderate Fund Steele Capital Management, Inc. 100%
Strategic Roadmap Conservative Fund Steele Capital Management, Inc. 100%
GoalPath 2020 Aggressive Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2020 Moderate Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2020 Conservative Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2030 Aggressive Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2030 Moderate Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2030 Conservative Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2040 Aggressive Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2040 Moderate Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2040 Conservative Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2050 Aggressive Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2050 Moderate Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2050 Conservative Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2060 Aggressive Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2060 Moderate Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2060 Conservative Portfolio
Two West Capital Advisors, LLC 100%
23
APPENDIX B
TO THE
DECLARATION OF TRUST
ESTABLISHING THE TD AMERITRADE TRUST COMPANY
COLLECTIVE INVESTMENT FUNDS FOR EMPLOYEE BENEFIT PLANS
Description of Fees and Share Classes
I. Share Class Overview
With respect to a Class of Units of a Fund (each a “Class” or “Share Class”), each Unit shall be of equal
value to every other Unit of the same Class. Each Unit of a Class of a Fund shall represent an undivided
proportionate interest in all the assets of the Fund. The fact that a Fund shall have been established and
designated without any specific establishment or designation of Classes, or that a Fund shall have more
than one established and designated Class, shall not limit the authority of the Trustee, in its sole
discretion and at any time, to subsequently establish and designate separate Classes, or one or more
additional Classes, of said Fund. As of any Valuation Date, the Trustee, in its sole discretion, may make
a uniform change in the Units of any Class of any Fund 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 shall not thereby
be changed.
The Trustee charges a fee for its services in managing and administering each Fund (“Trustee Fee”).
The Trustee Fee accrues on a daily basis, is payable monthly in arrears and is charged directly to each
Fund. As disclosed in further detail below, the distinction between each Share Class is based upon the
manner in which such Trustee Fee is allocated to pay for services provided to the Trustee or to a
participating plan.
II. Fee Descriptions
A. TD Ameritrade Trust Company Managed Retirement Funds (subadvised by Axia
Advisory Corporation)
Share Class I. The total Trustee Fee paid to the Trustee will be 0.08% per annum of total assets
held in each Share Class I Fund.
Share Class II. The total Trustee Fee paid to the Trustee will be 0.33% per annum of total assets
held in each Share Class II Fund. A portion of the Trustee Fee, 0.25%, will be paid to a qualified
custodian for unit holder servicing and administrative services. Such services may include, but
are not limited to, recordkeeping, unit holder communication, transmission of purchase and
redemption orders, and other services with respect to the administration of units of each Fund.
Trustee may serve as such a qualified custodian, in which case the 0.25% will be paid directly to
the accounts of Participating Trusts.
B. TD Ameritrade Trust Company Strategic Target Funds and Strategic Target Risk
Funds (subadvised by Strategies Capital Management)
24
TD Ameritrade Trust Company will charge an annual Trustee Fee, based on the total assets of
each Fund, as follows:
Total Fund Assets Annual Trustee Fee
$0 - $100,000,000 0.40%
$100,000,001 - $200,000,000 0.37%
$200,000,001 - $300,000,000 0.34%
$300,000,001 - $400,000,000 0.32%
$400,000,001 - $500,000,000 0.31%
$500,000,001 - And Above Negotiated
The total Trustee Fee paid to Trustee will be the fee indicated in the above chart. This fee will
accrue on a daily basis and be payable monthly in arrears. The Trustee’s fee will be charged
directly to the particular Fund to which it applies. The Subadvisor will receive a fee of 25 basis
points (0.25%) for services to the Trustee, which the Subadvisor may either retain or pass onto a
qualified custodian for unitholder servicing and administrative services as directed by the Plan
Sponsor. Such unitholder and administrative services may include, but are not limited to,
recordkeeping, unitholder communication, transmission of purchase and redemption orders, and
other services with respect to the administration of units of each Fund.
C. TD Ameritrade Trust Company StarPath Funds (subadvised by Rogers Wealth
Group)
The total Trustee Fee will be as follows for each Fund:
Trustee Fee Sub Advisor/Unitholder Servicing Fee Fund Assets
0.50% 0.42% Up to $400,000,000
0.50% 0.43% $400,000,001 - $500,000,000
0.50% 0.45% $500,000,001 - $750,000,000
The total Trustee Fee will be paid as indicated in the above chart. The Subadvisor Fee, as
indicated in the chart above will be paid out of the Trustee fee either to the subadvisor or to a
qualified custodian for unit holder servicing and administrative services. Such services may
include, but are not limited to, recordkeeping, unit holder communication, transmission of
purchase and redemption orders, and other services with respect to the administration of units of
each Fund. Trustee may serve as such a qualified custodian, in which case the qualified
custodian fee will be paid directly to the accounts of Participating Trusts.
D. TD Ameritrade Trust Company Strategic Roadmap Funds (subadvised by Steele
Capital Management, Inc.)
TD Ameritrade Trust Company will charge a Trustee Fee with respect to each of the Funds of:
25
Strategic Roadmap Portfolios
Share Class I
Annual Trustee Fee
Share Class II
Annual Trustee Fee
Strategic Roadmap Conservative 0.04% Total
0.20% Total 0.04% Trustee
0.16 Qualified Custodian
Strategic Roadmap Moderate 0.04% Total
0.172% Total 0.04% Trustee
0.132% Qualified Custodian
Strategic Roadmap Balanced 0.04% Total
0.134% Total 0.04% Trustee
0.094% Qualified Custodian
Strategic Roadmap Growth 0.04% Total
0.095% Total 0.04% Trustee
0.055% Qualified Custodian
Strategic Roadmap Aggressive 0.04% Total
0.052% Total 0.04% Trustee
0.012% Qualified Custodian
The Trustee Fee is charged per annum based on total assets held in each Fund. This fee will
accrue on a daily basis and is payable monthly in arrears. The Trustee Fee will be charged
directly to the particular Fund.
Share Class I – The total Trustee Fee is indicated in the above chart for total assets held in Share
Class I for each Fund. The total fee paid to Trustee will be 0.04% per annum of total assets held
in each Share Class I Fund.
Share Class II – The total Trustee Fee is indicated in the above chart for total assets held in Share
Class II for each Fund. A portion of the Trustee Fee, indicated in the chart, will be paid as a
qualified custodian fee for unitholder servicing and administrative services as directed by the
Plan Sponsor. Such unitholder and administrative services may include but are not limited to,
recordkeeping, unitholder communication, transmission of purchase and redemption orders, and
other services with respect to the administration of units of each Fund. TD Ameritrade Trust
Company may serve as a qualified custodian, in which case the qualified custodian fee will be
paid directly to the accounts of Participating Trusts.
E. TD Ameritrade Trust Company Retirement Advocate Funds (subadvised by
Moneta Group)
The total Trustee Fee paid to Trustee per annum of total assets held in each Fund is listed below.
This fee will accrue on a daily basis and is payable monthly in arrears.
Retirement Advocate Conservative Fund 0.03%
Retirement Advocate Moderately Conservative Fund 0.03%
Retirement Advocate Moderate Fund 0.03%
Retirement Advocate Moderately Aggressive Fund 0.03%
Retirement Advocate Aggressive Fund 0.03%
26
F. TD Ameritrade Trust Company TOPs® Strategic Allocation Portfolios (subadvised
by Valmark Advisers)
TD Ameritrade Trust Company will charge a Trustee Fee with respect to each of the Funds of:
TOPS® Portfolios Share Class I
Annual Trustee Fee
Share Class II
Annual Trustee Fee
TOPS® Aggressive Growth Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Balanced Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Conservative Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Growth Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Income & Growth Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Moderate Growth Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2020 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2025 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2030 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2035 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2040 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2045 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2050 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2055 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
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TOPS® Target Portfolio 2060 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Retirement Income .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
The Trustee Fee is charged per annum based on total assets held in each Fund. This fee will
accrue on a daily basis and is payable monthly in arrears. The Trustee Fee will be charged
directly to the particular Fund.
Share Class I – The total Trustee Fee is indicated in the above chart for total assets held in Share
Class I for each Fund. A portion of the Trustee Fee, indicated in the chart, will be paid as a
qualified custodian fee for unitholder servicing and administrative services as directed by the
Plan Sponsor. Such unitholder and administrative services may include but are not limited to,
recordkeeping, unitholder communication, transmission of purchase and redemption orders, and
other services with respect to the administration of units of each Fund. TD Ameritrade Trust
Company may serve as a qualified custodian, in which case the qualified custodian fee will be
paid directly to the accounts of Participating Trusts.
Share Class II – The total Trustee Fee is indicated in the above chart for total assets held in Share
Class II for each Fund. The total fee paid to Trustee will be 0.03% per annum of total assets held
in each Share Class II Fund.
G. TD Ameritrade Trust Company GoalPath Portfolios (subadvised by Two West
Capital Advisors, LLC)
TD Ameritrade Trust Company will charge each collective investment fund an annual Trustee
Fee, based on the net assets of each such CIF, as follows:
Net CIF Assets Share Class I Share Class II
$0 - $1,000,000,000 0.06% 0.16%
$1,000,000,001 – and above 0.04% 0.14%
Share Class I
The total Trustee Fee paid to Trustee will be the fee indicated in the above chart for net assets
held in Share Class I for each CIF. This fee will accrue on a daily basis and be payable monthly
in arrears. The Trustee’s fee will be charged directly to the particular CIF to which it applies.
Share Class II
The total Trustee Fee paid to Trustee is indicated in the above chart for net assets held in each
Share Class II Fund. This fee will accrue on a daily basis and be payable monthly in arrears.
The Trustee’s fee will be charged directly to the particular Fund. The Trustee will pay an annual
fee of 10 basis points (0.10%) on the Share Class II assets to the Subadvisor for services to the
Trustee in respect of this share class.
28
Audit Expenses
As required by the Declaration of Trust, at least once during each period of twelve (12) months,
the Trustee shall cause an appropriate independent audit to be made of the CIFs. The reasonable
compensation and expenses of the auditors for their services may be charged to the CIFs or
otherwise paid as directed by the Trustee. For audit year ending May 31, 2019, the trustee agrees
to pay all audit expense for the CIFs For subsequent years, the CIFs will accrue and pay audit
fees from fund assets, up to but not exceeding 5bps (.05%) of the net assets per portfolio. In the
event the CIFs are not able to pay all or a portion of the associated audit cost, the Subadvisor
agrees to pay the amount not covered by each CIF.
Amendment to Declaration of Trust
WHEREAS, TD Ameritrade Trust Company, a Maine state-chartered non-depository
trust company (“TDATC”), effective August 18, 2008 assumed the declaration of trust originally
established on November 28, 2000 as the First Trust Corporation Collective Investment Funds
for Employee Benefit Plans (the “Declaration of Trust” or the “Trust”);
WHEREAS, TDATC has from time to time amended and restated the Declaration of
Trust, including most recently an Amendment and Restatement as of April 23, 2014, and an
amendment to Appendix A and B of the Declaration of Trust dated October 30, 2018 to reflect
the collective investment funds established pursuant to the Declaration of Trust (each a “Fund”);
WHEREAS, TDATC, as seller, and Matrix Trust Company, a Colorado state-chartered
non-depository trust company (“MTC”), as buyer, have entered into an asset purchase agreement
dated as of April 16, 2019 (the “APA”), providing for among other things, the transfer and
delivery to MTC, as trustee, the Declaration of Trust and the Funds at the closing of the
transactions contemplated by the APA on June 28, 2019 (the “Closing”);
WHEREAS, pursuant to Section 6.1 of the Declaration of Trust, MTC shall in connection
with the Closing of the transactions contemplated by the APA automatically become successor
trustee pursuant to the Declaration of Trust without the necessity of executing any instrument or
performing any further act;
WHEREAS, each Fund is intended, for periods prior to and on and after the Closing, to
qualify as a group trust under Revenue Ruling 81-100 (as clarified and modified by subsequent
rulings) and the Trust has received a favorable determination dated July 24, 2015 from the
Internal Revenue Service as to such status, and it is further intended, for periods prior to and on
and after the Closing, that each Fund be exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”) and the Investment Company Act of
1940, as amended (the “Act”); and
WHEREAS, MTC wishes to confirm and document its acceptance of the Trust and each
of the Funds as successor Trustee, continue the tax-exempt status of the Trust and the Funds,
continue the status of the Funds as exempt from the requirements of the Securities Act and the
Act, and provide for the renaming of the Declaration of Trust.
NOW THEREFORE, the Declaration of Trust is amended pursuant to Section 7.1
thereof, effective upon the Closing, as follows:
1. The Declaration of Trust shall be renamed to reflect the transfer of the Declaration of
Trust and shall be known as:
“Declaration of Trust Establishing the Matrix Trust Company Collective Investment
Funds for Employee Benefit Plans”.
2. The definition of Trustee shall reflect MTC’s acceptance of the Trust and the Funds as
successor trustee and shall be amended in its entirety to read as follows:
“1.14 “Trustee” means Matrix Trust Company, as trustee of the Fund, or any trustee
succeeding the Trustee in accordance with Section 6.1.”
This Amendment made this 28th day of June, 2019.
MATRIX TRUST COMPANY
By: /S/ Will Beutelschies 6/28/19
Name: Will Beutelschies
Title: Senior Vice President
1
AMENDMENT
TO APPENDIX A AND APPENDIX B OF THE
DECLARATION OF TRUST
ESTABLISHING THE MATRIX TRUST COMPANY
COLLECTIVE INVESTMENT FUNDS FOR EMPLOYEE BENEFIT PLANS
On June 28, 2019, Matrix Trust Company (“Trustee”), as the successor in interest to TD Ameritrade Trust
Company, assumed the TD Ameritrade Trust Collective Investment Funds for Employee Benefit Plans,
dated April 23, 2014 (the “A&R Declaration of Trust”), as amended on October 30, 2018 by the
Amendment to Appendix A and Appendix B of the A&R Declaration of Trust (“First Amendment”). In
connection with the assumption, the A&R Declaration of Trust was further amended by a second
amendment to the A&R Declaration of Trust, dated June 28, 2019 (“Second Amendment”). The Trustee
now wishes to further amend Appendix A and Appendix B of the A&R Declaration of Trust, as amended
to date, in order to continue to provide for the collective investment and reinvestment of assets of certain
tax-exempt employee benefit plans. The A&R Declaration of Trust allows the Trustee to establish or
terminate collective investment funds established pursuant to the A&R Declaration of Trust (each a
“Fund”) as it may deem necessary and desirable and to amend the A&R Declaration of Trust and its
appendices/exhibits.
The Trustee has established and terminated certain Funds and unit classes since assuming the A&R
Declaration of Trust and from time-to-time has amended Appendix A and Appendix B to reflect such
changes. The Trustee now wishes to amend Appendix A of the A&R Declaration of Trust to reflect the
addition and removal of Funds, and to amend Appendix B to reflect name changes to specified funds,
subsequent to the last such amendment.
THEREFORE, in accordance with Sections 2.1 and 7.1 of the A&R Declaration of Trust, Appendix A
and Appendix B are hereby amended as set forth below. All capitalized terms used in this Amendment
and not defined herein shall have the meanings ascribed to such terms in the Declaration of Trust.
AMENDMENT
1. Appendix A of the A&R Declaration of Trust is hereby deleted and replaced in its entirety with
the attached Appendix A.
2. Appendix B of the A&R Declaration of Trust is hereby deleted and replaced in its entirety with
the attached Appendix B.
Except to the extent modified by this Amendment the remaining provisions of the A&R Declaration of
Trust, as amended by the First Amendment and further amended by the Second Amendment, shall remain
in full force and effect. In the event of a conflict between such provisions of the A&R Declaration of
Trust, as amended to date, and this Amendment, the terms of the Amendment shall prevail.
IN WITNESS WHEREOF, this Amendment is effective as of the date set forth below.
2
MATRIX TRUST COMPANY
By: /S/ Will Beutelschies 1/16/2020
Will Beutelschies, Senior Vice President
Date: 1/16/2020
3
APPENDIX A
TO THE
DECLARATION OF TRUST
ESTABLISHING THE MATRIX TRUST COMPANY
COLLECTIVE INVESTMENT FUNDS
FOR EMPLOYEE BENEFIT PLANS
Set forth below are the names and descriptions of the Trustee’s collective investment funds (the “Funds”),
assets of which have been transferred to the appropriate Accounts. Following the descriptions is a table
showing the name of the corresponding subadvisor or agent (each an “Agent”) and/or strategy that the
Trustee has selected for each Fund. The Trustee hereby directs the Agent to invest the applicable
percentage of the assets of each Fund into the corresponding collective investment fund strategy as set
forth below. The Trustee reserves the right to change the Agent, strategy or any underlying investment or
the applicable percentage with respect to any such Fund at any time by prior written notice to the Agent.
The Agent shall be entitled to rely on the above direction, as amended from time to time by the Trustee,
in investing all assets transferred to the Accounts in such corresponding collective investment fund or, in
the event that the Trustee directs that such assets be invested according to a particular strategy, in such
funds and in such percentages as the Trustee directs.
TOPS® Conservative Portfolio
The TOPS Conservative Portfolio seeks to preserve capital and provide moderate income and capital
appreciation by investing primarily in exchange-traded funds (“ETFs”), and other index-based vehicles,
that invest in corporate and government fixed income securities, common and preferred stocks, real estate,
and natural resources securities. The TOPS Conservative Portfolio places a greater emphasis on fixed
income investments than equity and real estate investments. The TOPS Conservative Portfolio may be
appropriate for investors with intermediate-term investment time horizons who are seeking capital
preservation as well as the opportunity for income and growth. Although the Fund is constructed in a
manner intended to reduce volatility, the investment holdings are still subject to investment risk and loss
of investment value.
TOPS® Income & Growth Portfolio
The TOPS Income & Growth Portfolio seeks to provide income and capital appreciation by investing
primarily in ETFs and other index-based vehicles, that invest in corporate and government fixed income
securities, common and preferred stocks, real estate and natural resources securities. The TOPS Income
& Growth Portfolio places a greater emphasis on fixed income investments than equity, real estate, and
natural resource investments, but less emphasis on fixed income investments than the Conservative
Portfolio. The TOPS Income & Growth Portfolio may be appropriate for investors with intermediate-to
long-term investment time horizons who seek to earn income but still benefit from stock market growth
and are willing to accept a limited ability to benefit from stock market growth in exchange for reduced
volatility.
TOPS® Balanced Portfolio
The TOPS Balanced Portfolio seeks to provide capital appreciation and income by investing primarily in
ETFs and other index-based vehicles that invest in corporate and government fixed income securities,
common and preferred stocks, real estate, and natural resources securities. The TOPS Balanced Portfolio
4
places a greater emphasis on equity, real estate, and natural resource investments than fixed income
investments. The TOPS Balanced Portfolio may be appropriate for investors with intermediate to long-
term investment time horizons who seek to balance income with a moderate level of volatility in exchange
for potentially higher returns.
TOPS® Moderate Growth Portfolio
The TOPS Moderate Growth Portfolio seeks to provide capital appreciation by investing primarily in
ETFs and other index-based vehicles that invest in corporate and government fixed income securities,
common and preferred stocks, real estate, and natural resources securities. The TOPS Moderate Growth
Portfolio places a greater emphasis on equity, real estate, and natural resource investments than fixed
income investments, and places less emphasis on fixed income investments than the Balanced Portfolio.
The TOPS Moderate Growth Portfolio may be appropriate for investors with long-term investment time
horizons who are willing to accept somewhat higher volatility in exchange for potentially higher returns.
TOPS® Growth Portfolio
The TOPS Growth Portfolio seeks to provide capital appreciation by investing primarily in ETFs and other
index-based vehicles that invest in corporate and government fixed income securities, common and
preferred stocks, real estate, and natural resources securities. The TOPS Growth Portfolio places a greater
emphasis on equity, real estate, and natural resource investments than fixed income investments, and has
less emphasis on fixed income investments than the Moderate Growth Portfolio. The TOPS Growth
Portfolio may be appropriate for investors with long-term investment time horizons who are willing to
accept relatively high volatility in exchange for potentially higher returns.
TOPS® Aggressive Growth Portfolio
The TOPS Aggressive Growth Portfolio seeks to provide capital appreciation by investing primarily in
ETFs and other index-based vehicles that invest in common and preferred stocks, real estate, and natural
resources securities. The TOPS Aggressive Growth Portfolio does not invest in corporate and government
bonds. The TOPS Aggressive Growth Portfolio is appropriate for investors with long term investment
horizons who are willing to accept a high degree of volatility in exchange for potentially higher returns
than those historically provided by more diversified asset allocations.
TOPS® Target Retirement Income
The TOPS Target Retirement Income seeks to provide capital appreciation and current income by
investing primarily in ETFs and other index-based vehicles that invest in U.S. and foreign stocks,
corporate and government bonds, real estate, and natural resources securities. The TOPS Target
Retirement Income’s asset allocation seeks current income and, as a secondary objective, capital
appreciation. The TOPS Target Retirement Income places a greater emphasis on fixed income investments
than equity, REIT, or natural resource investments. The TOPS Target Retirement Income may be
appropriate for investors who seek current income with limited potential for capital appreciation.
TOPS® Target Portfolio 2020
The TOPS Target Portfolio 2020 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2020 places a greater emphasis on
fixed income investments than equity, REIT, or natural resource investments. The TOPS Target Portfolio
2020 may be appropriate for investors with short-term investment horizons who are willing to accept a
moderate amount of volatility in exchange for the potential to earn greater returns than historically
5
available with more conservative asset allocations. As the stated target date approaches, the TOPS Target
Portfolio 2020 will place a greater emphasis on fixed income investments than equity investments.
TOPS® Target Portfolio 2025
The TOPS Target Portfolio 2025 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2025 places a greater emphasis on
equity, real estate, and natural resource investments than fixed income investments. The TOPS Target
Portfolio 2025 may be appropriate for investors with an intermediate-to-long-term investment horizons
who are willing to accept a moderate amount of volatility in exchange for the potential to earn greater
returns than historically available with more conservative asset allocations. As the stated target date
approaches, the TOPS Target Portfolio 2025 will place a greater emphasis on fixed income investments
than equity investments.
TOPS® Target Portfolio 2030
The TOPS Target Portfolio 2030 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2030 places a greater emphasis on
equity, real estate, and natural resource investments than fixed income investments. The TOPS Target
Portfolio 2030 may be appropriate for investors with long-term investment horizons who are willing to
accept relatively high volatility in exchange for potentially higher investment returns. As the stated target
date approaches, the TOPS Target Portfolio 2030 will place a greater emphasis on fixed income
investments than equity investments.
TOPS® Target Portfolio 2035
The TOPS Target Portfolio 2035 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2035 places a greater emphasis on
equity, real estate, and natural resource investments than fixed income investments. The TOPS Target
Portfolio 2035 may be appropriate for investors with long-term investment horizons who are willing to
accept a relatively high level of volatility in exchange for potentially higher investment returns. As the
stated target date approaches, the TOPS Target Portfolio 2035 will place a greater emphasis on fixed
income investments than equity investments.
TOPS® Target Portfolio 2040
The TOPS Target Portfolio 2040 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2040 places a greater emphasis on
equity, real estate, and natural resource investments than on fixed income investments. The TOPS Target
Portfolio 2040 may be appropriate for investors with long-term investment horizons who are willing to
accept a high level of volatility in exchange for potentially higher investment returns. As the stated target
date approaches, the TOPS Target Portfolio 2040 will place a greater emphasis on fixed income
investments than equity investments.
TOPS® Target Portfolio 2045
6
The TOPS Target Portfolio 2045 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2045 places a greater emphasis on
equity, real estate, and natural resource investments than on fixed income investments. The TOPS Target
Portfolio 2045 may be appropriate for investors with long-term investment horizons who are willing to
accept a high level of volatility in exchange for potentially higher investment returns. As the stated target
date approaches, the TOPS Target Portfolio 2045 will place a greater emphasis on fixed income
investments than equity investments.
TOPS® Target Portfolio 2050
The TOPS Target Portfolio 2050 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2050 places a greater emphasis on
equity, real estate, and natural resource investments than on fixed income investments. The TOPS Target
Portfolio 2050 may be appropriate for investors with long-term investment horizons who are willing to
accept a high level of volatility in exchange for potentially higher investment returns. As the stated target
date approaches, the TOPS Target Portfolio 2050 will place a greater emphasis on fixed income
investments than equity investments.
TOPS® Target Portfolio 2055
The TOPS Target Portfolio 2055 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2055 places a greater emphasis on
equity, real estate, and natural resource investments than on fixed income investments. The TOPS Target
Portfolio 2055 may be appropriate for investors with long-term investment horizons who are willing to
accept a high level of volatility in exchange for potentially higher investment returns. As the stated target
date approaches, the TOPS Target Portfolio 2055 will place a greater emphasis on fixed income
investments than equity investments.
TOPS® Target Portfolio 2060
The TOPS Target Portfolio 2060 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2060 places a greater emphasis on
equity, real estate, and natural resource investments than on fixed income investments. The TOPS Target
Portfolio 2060 may be appropriate for investors with long-term investment horizons who are willing to
accept a high level of volatility in exchange for potentially higher investment returns. As the stated target
date approaches, the TOPS Target Portfolio 2060 will place a greater emphasis on fixed income
investments than equity investments.
Managed Retirement Conservative Fund
The Conservative Fund is an asset allocation fund whose primary objective is income and stability. It is
designed for investors near or already in retirement. The Fund is invested in a diversified mix of vehicles
including mutual funds, ETFs, stable value and other pooled funds. The Conservative Fund typically
invests 30% of its assets in equities, a portion of which is allocated to international equities and real estate,
and 70% in bonds, a portion of which is allocated to international bonds, stable value funds, and cash
vehicles. Tactical changes may be made to take advantage of valuation opportunities from time to time.
7
To ensure the Fund’s strategy remains consistent, the allocation may be rebalanced when it deviates
significantly from strategic targets. Investors in this fund should be willing to accept fluctuation in value
and be able to tolerate the market risk that comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
Managed Retirement Moderate Fund
The Moderate Fund is an asset allocation fund whose primary objective is a combination of current income
and growth of capital. The Fund is invested in a diversified mix of underlying vehicles including mutual
funds, ETFs, stable value and other pooled funds. The Moderate Fund typically invests 40% of its assets
in equities, a portion of which is allocated to international equities and real estate, and 60% in bonds, a
portion of which is allocated to international bonds, stable value funds, and cash vehicles. Tactical changes
may be made to take advantage of valuation opportunities from time to time. To ensure the Fund’s strategy
remains consistent, the allocation may be rebalanced when it deviates significantly from strategic targets.
Investors in this fund should be willing to accept modest fluctuation in value and be able to tolerate the
market risk that comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
Managed Retirement Balanced Fund
The Balanced Fund is an asset allocation fund whose primary objective is a combination of growth of
capital and income. The Fund is invested in a diversified mix of underlying vehicles including mutual
funds, ETFs, stable value and other pooled funds. The Balanced Fund typically invests 60% of its assets
in equities, a portion of which is allocated to international equities and real estate, and 40% in bonds, a
portion of which is allocated to international bonds, stable value funds, and cash vehicles. Tactical changes
may be made to take advantage of valuation opportunities from time to time. To ensure the Fund’s strategy
remains consistent, the allocation may be rebalanced when it deviates significantly from strategic targets.
Investors in this fund should be willing to accept fluctuation in value and be able to tolerate the market
risk that comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
Managed Retirement Growth Fund
The Growth Fund is an asset allocation fund whose primary objective is growth of capital with some
consideration for income. The Fund is invested in a diversified mix of underlying vehicles including
mutual funds, ETFs, stable value and other pooled funds. The Growth Fund typically invests 75% of its
assets in equities, a portion of which is allocated to international equities and real estate, and 25% in bonds,
a portion of which is allocated to international bonds, stable value funds, and cash vehicles. Tactical
changes may be made to take advantage of valuation opportunities from time to time. To ensure the Fund’s
strategy remains consistent, the allocation may be rebalanced when it deviates significantly from strategic
8
targets. Investors in this fund should be willing to accept fluctuation in value and be able to tolerate the
market risk that comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
Managed Retirement Aggressive Fund
The Aggressive Fund is an asset allocation fund whose primary objective is capital growth. The Fund is
invested in a diversified mix of underlying vehicles including mutual funds, ETFs, stable value and other
pooled funds. The Aggressive Fund typically invests 90% of its assets in equities, a portion of which is
allocated to international equities and real estate, and 10% in bonds, a portion of which is allocated to
international bonds, stable value funds, and cash vehicles. Tactical changes may be made to take advantage
of valuation opportunities from time to time. To ensure the Fund’s strategy remains consistent, the
allocation may be rebalanced when it deviates significantly from strategic targets. Investors in this fund
should be willing to accept significant fluctuation in value and be able to tolerate the market risk that
comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
Managed Retirement Real Asset Fund
The Real Asset Fund is an asset allocation fund whose primary objective is income and stability. It is
designed for investors concerned about the prospect of rising inflation. The Fund is invested in a
diversified mix of underlying vehicles including mutual funds, ETFs, stable value and other pooled
funds. The Real Asset Fund will allocate its investments among stable value investments, domestic and
international fixed income, real estate and REITs, commodities and natural resources, and other alternative
investment strategies. Allocations will be monitored and tactically adjusted to take advantage of valuation
opportunities from time to time. The fund may be rebalanced when it deviates significantly from strategic
targets. Investors in this fund should be willing to accept fluctuation in value and be able to tolerate the
market risk that comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
StarTrack Retirement Income Fund®
The StarTrack Retirement Income Fund was originally established as the StarTrack 2010 fund. As the
target date approached, risk was reduced on a periodic basis by adjusting the fund’s ratio of equity to fixed
income mutual funds. Since reaching its target date the Fund has maintained an asset allocation of 30%
equity mutual funds and 70% fixed income mutual funds.
StarTrack 2030 Fund®
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The 2030 Fund seeks to invest 80% of its assets in equity mutual funds and 20% of its assets in fixed-
income mutual funds. The Fund will strive to maintain such an asset mix, depending on the prevailing
market conditions, until approximately 10-15 years before the stated target date. Once the Fund is within
the final 10-15 years of the target date, the Fund will seek to reduce risk on a periodic basis by adjusting
the Fund’s ratio of equity to fixed-income mutual funds downward as the target date approaches. Upon
the target date, the Fund will seek to achieve an asset allocation of 30% equity mutual funds and 70%
fixed-income mutual funds.
StarTrack 2040 Fund®
The 2040 Fund seeks to invest 90% of its assets in equity mutual funds and 10% of its assets in fixed-
income mutual funds. The Fund will strive to maintain such an asset mix, depending on the prevailing
market conditions, until approximately 10-20 years before the stated target date. Once the Fund is within
the final 10-20 years of the target date, the Fund will seek to reduce risk on a periodic basis by adjusting
the Fund’s ratio of equity to fixed-income mutual funds downward as the target date approaches. Upon
the target date, the Fund will seek to achieve an asset allocation of 30% equity mutual funds and 70%
fixed-income mutual funds.
StarTrack 2050 Fund®
The 2050 Fund seeks to invest primarily in equity mutual funds to be broadly diversified across and within domestic,
international and emerging markets asset classes. The Fund will strive to maintain such an asset mix, depending on
the prevailing market conditions, until approximately 10-20 years before the stated target date. Once the Fund
is within the final 10-20 years of the target date, the Fund will seek to reduce risk on a periodic basis by
adjusting the Fund’s ratio of equity to fixed-income mutual funds downward as the target date approaches.
Upon the target date, the Fund will seek to achieve an asset allocation of 30% equity mutual funds and
70% fixed-income mutual funds.
StarTrack 2060 Fund®
The 2060 Fund seeks to invest primarily in equity mutual funds to be broadly diversified across and within domestic,
international and emerging markets asset classes. The Fund will strive to maintain such an asset mix, depending on
the prevailing market conditions, until approximately 10-20 years before the stated target date. Once the Fund
is within the final 10-20 years of the target date, the Fund will seek to reduce risk on a periodic basis by
adjusting the Fund’s ratio of equity to fixed-income mutual funds downward as the target date approaches.
Upon the target date, the Fund will seek to achieve an asset allocation of 30% equity mutual funds and
70% fixed-income mutual funds.
StarCore I Fund®
This Fund seeks to be the most conservative of the StarCore Funds®, placing a greater emphasis on current
income than on growth. Under normal circumstances, the Fund will invest 60% of its assets in fixed-
income mutual funds and 40% of its assets in equity mutual funds. The fixed-income portion of the Fund
will primarily consist of fixed-income mutual funds that invest in high quality investment grade fixed-
income securities with durations and maturities in the short to intermediate term range. The equity portion
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of the Fund will consist of 65-85% U.S equity mutual funds and 15-35% international equity mutual
funds.
StarCore II Fund®
This Fund seeks to maintain an asset allocation of 60% equity mutual funds and 40% fixed-income mutual
funds. While the Fund seeks to benefit from an increased equity allocation, it also seeks to mitigate
potential short-term return volatility through bond exposure. Under normal circumstances, the equity
portion of the Fund will consist of 65-85% U.S. equity mutual funds and 15-35% international equity
mutual funds.
StarCore III Fund®
This Fund seeks more aggressive wealth enhancement through increased exposure to equity positions,
while maintaining a smaller allocation of fixed-income mutual funds. The Fund will seek to invest 80%
of its assets in equity mutual funds and 20% of its assets in fixed-income mutual funds. Under normal
circumstances, the equity portion of the Fund will consist of 65-85% U.S. equity mutual funds and 15-
35% international equity mutual funds.
StarCore IV Fund®
This Fund is a globally-diversified equity Fund designed for long-term investors who are willing to
experience potentially increased short-term volatility. The Fund seeks to be broadly diversified across
and within domestic, international and emerging markets asset classes. This Fund also seeks to capture
the benefits of long-term global stock market appreciation.
StarCore Global Value Fund®
This equity Fund seeks global diversification across all market capitalizations with a focus on value. Under
normal circumstances, this Fund seeks to invest up to 98% of its assets in equity mutual funds. The Fund
will primarily invest in domestic value, international value, and emerging markets value mutual funds.
The Fund will strive to increase potential expected long-term returns by favoring value over a more
traditional “blended” markets or growth-oriented approach. This Fund may be appropriate for long-term
investors seeking to be invested in the Fund for ten years or more.
StarCore U.S. Fund®
This Fund seeks to be invested solely in U.S. equity asset class mutual funds. The Fund seeks
diversification among all market capitalizations, as well as among value, growth, and blended styles.
Under normal circumstances, the Fund will invest up to 98% of its assets in equity mutual funds. The
Fund will strive to capture the potential benefits of investing broadly in the U.S. stock market through
domestic mutual funds.
StarCore International Fund®
This Fund seeks to invest in thirty-eight countries, excluding the U.S. & Canada, through mutual funds
that invest in both developed and emerging markets. Under normal circumstances, the Fund will invest
up to 98% of its assets in equity mutual funds. The Fund will seek to diversify amongst all market
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capitalizations and styles, with the intention of gaining the potential benefits of investment opportunities
outside the U.S. and Canada.
Strategic Target Income Fund
The Strategic Target Income Fund is a well-diversified Fund with a conservative asset allocation. The
Fund generally seeks a strategic asset allocation of approximately 35% in equities, 55% in fixed-income,
and 10% in “alternative asset” classes (such as domestic real estate, foreign real estate and commodities
(e.g., oil, gas and timber)) and cash (including stable value products). These allocations may vary up to
+/-10 percentage points. Originally established with a target-date of 2005, this Fund may be appropriate
for investors that started taking distributions from their retirement funds around that target date.
The Fund seeks to invest in passive and active pooled investment vehicles that are consistent with the
Fund’s investment objective, including, but not limited to, mutual funds, commingled funds and ETFs.
The Fund employs an investment philosophy focused on low fees, low turnover, and prudent risk
management using a core and satellite investment strategy.
Strategic Target 2015 Fund
The 2015 Strategic Target Fund is a well-diversified Fund with an asset allocation strategy that will
become more conservative as the target date approaches. The Fund initially seeks to allocate
approximately 45% in equities, 40% in fixed-income, and 15% in “alternative asset” classes (such as
domestic real estate, foreign real estate and commodities (e.g., oil, gas and timber)) and cash (including
stable value products). These allocations may vary up to +/-10 percentage points. This Fund may be
appropriate for investors that plan to begin taking distributions in or around the year 2015.
In order to implement its asset allocation strategy, the Fund will invest in passive and active pooled
investment vehicles that are consistent with the Fund’s investment objective, including, but not limited to,
mutual funds, commingled funds and ETFs. The Fund employs an investment philosophy focused on low
fees, low turnover, and prudent risk management using a core and satellite investment strategy.
Strategic Target 2025 Fund
The 2025 Strategic Target Fund is a well-diversified Fund with an asset allocation strategy that will
become more conservative as the target date approaches. The Fund initially seeks to allocate
approximately 55% in equities, 30% in fixed-income, and 15% in “alternative asset” classes (such as
domestic real estate, foreign real estate and commodities (e.g., oil, gas and timber)) and cash (including
stable value products). These allocations may vary up to +/-10 percentage points. This Fund may be
appropriate for investors that plan to begin taking distributions in or around the year 2025.
In order to implement its asset allocation strategy, the Fund will invest in passive and active pooled
investment vehicles that are consistent with the Fund’s investment objective, including, but not limited to,
mutual funds, commingled funds and ETFs. The Fund employs an investment philosophy focused on low
fees, low turnover, and prudent risk management encompassing a core and satellite investment strategy.
Strategic Target 2035 Fund
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The 2035 Strategic Target Fund is a well-diversified Fund with an asset allocation strategy that will be
modified to become more conservative as the target date approaches. The Fund will initially seek to invest
approximately 65% in equities, 15% in fixed-income, and 20% in “alternative asset” classes (such as
domestic real estate, foreign real estate and commodities (e.g., oil, gas and timber)) and cash (including
stable value products). These allocations may vary up to +/-10 percentage points. This Fund may be
appropriate for investors that plan to begin taking distributions in or around the year 2035.
In order to implement its asset allocation strategy, the Fund will invest in passive and active pooled
investment vehicles that are consistent with the Fund’s investment objective, including, but not limited to,
mutual funds, commingled funds and ETFs. The Fund employs an investment philosophy focused on low
fees, low turnover, and prudent risk management encompassing a core and satellite investment strategy.
Strategic Target 2045 Fund
The 2045 Strategic Target Fund is a well-diversified Fund with an asset allocation strategy that will
become more conservative as the target date approaches. The Fund seeks to invest approximately 70% in
equities, 10% in fixed-income, and 20% in “alternative asset” classes (such as domestic real estate, foreign
real estate and commodities (e.g., oil, gas and timber)) and cash (including stable value products). These
allocations may vary up to +/-10 percentage points. This Fund may be appropriate for investors that plan
to begin taking distributions in or around the year 2045.
In order to implement its asset allocation strategy, the Fund will invest in passive and active pooled
investment vehicles that are consistent with the Fund’s investment objective, including, but not limited to,
mutual funds, commingled funds and ETFs. The Fund employs an investment philosophy focused on low
fees, low turnover, and prudent risk management encompassing a core and satellite investment strategy.
Strategic Target 2055 Fund
The 2055 Strategic Target Fund is a diversified fund with an asset allocation that will become more
conservative as the target date approaches. The Fund generally seeks a strategic asset allocation of
approximately 70%, in equities, 10% in fixed income, and 20% in “alternative asset” classes (such as
domestic real estate, foreign real estate and commodities (e.g., oil, gas, and timber) and cash (including
stable value products). These allocations may vary up to +/-10 percentage points. This Fund may be
appropriate for investors that plan to begin taking distributions in or around the year 2055. The Fund will
invest in passive and active pooled investments.
In order to implement its asset allocation strategy, the Fund will invest in passive and active pooled
investment vehicles that are consistent with the Fund’s investment objective, including, but not limited to,
mutual funds, commingled funds and ETFs. The Fund employs an investment philosophy focused on low
fees, low turnover, and prudent risk management encompassing a core and satellite investment strategy.
Strategic Target Risk Growth Fund
The Strategic Target Risk Growth Fund is an asset allocation fund that invests in a mixture of equities,
fixed income and alternative strategies through mutual funds, ETFs, or other pooled funds. The primary
investment objective of the Growth Fund is growth and its assets will be invested predominantly in equities
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(both domestic and international). The Growth Fund may have an allocation to alternative strategies to
help it pursue its investment objectives. All of the Fund’s assets may be invested in equities and the Fund
may use both passive and active investment options. As financial markets and holdings fluctuate in value,
the Fund will be rebalanced periodically to maintain its target asset allocation.
Strategic Target Risk Moderate Growth Fund
The Strategic Target Risk Moderate Growth Fund is a diversified asset allocation fund that invests in a
mixture of equities, fixed income, and alternative strategies through mutual funds, ETFs, or other pooled
funds. The primary investment objective of the Moderate Growth Fund is growth and the majority of its
assets will be invested in equities (both domestic and international). The Moderate Growth Fund will
typically have an allocation to fixed income and alternative strategies to help it pursue its investment
objectives. The Fund may use both passive and active investment options. As financial markets and
holdings fluctuate in value, the Fund will be rebalanced periodically to maintain its target asset allocation.
Strategic Target Risk Moderate Fund
The Strategic Target Risk Moderate Fund is a diversified asset allocation fund that invests in a mixture of
equities, fixed income, and alternative strategies through mutual funds, ETFs, or other pooled funds. The
investment objectives of the Moderate Fund are growth and income and a portion of its assets will be
allocated to fixed income in an effort to reduce risk (as measured by volatility) and provide some current
income. The Moderate Fund will typically have an equal or heavier weighting allocated to equities (both
domestic and international) and alternative strategies balanced with fixed income instruments to help it
pursue its investment objectives. The Fund may use both passive and active investment options. As
financial markets and holdings fluctuate in value, the Fund will be rebalanced periodically to maintain its
target asset allocation.
Strategic Target Risk Moderately Conservative Fund
The Strategic Target Risk Moderately Conservative Fund is a diversified asset allocation fund that invests
in a mixture of equities, fixed income, and alternative strategies through mutual funds, ETFs, or other
pooled funds. The primary investment objective of the Moderately Conservative Fund is moderate risk
(as measured by volatility) with some growth. The Moderately Conservative Fund will typically have a
substantial weighting to fixed income with the remaining balance allocated to equities (both domestic and
international) and alternative strategies to help it pursue its investment objectives. The Fund may use both
passive and active investment options. As financial markets and holdings fluctuate in value, the Fund will
be rebalanced periodically to maintain its target asset allocation.
Strategic Target Risk Conservative Fund
The Strategic Target Risk Conservative Fund is a diversified asset allocation fund that invests primarily
in fixed income through mutual funds, ETFs, or other pooled funds. The primary investment objective of
the Conservative Fund is income with relatively low risk (as measured by volatility) with much of the
return expected to be in the form of interest income from domestic and international fixed income
instruments. The Conservative Fund will typically have an allocation of up to 35% equities (both domestic
and international) and may utilize alternative strategies to help it pursue its investment objectives. The
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Fund may use both passive and active investment options. As financial markets and holdings fluctuate in
value, the Fund will be rebalanced periodically to maintain its target asset allocation.
Retirement Advocate Conservative Fund
The Retirement Advocate Conservative Fund is a diversified asset allocation fund that invests primarily
in fixed income instruments through mutual funds, ETFs, or other pooled funds. The primary investment
objective of the Conservative Fund is relatively low risk (as measured by volatility) with much of the
return expected to come in the form of interest income. The Conservative Fund will typically have an
allocation of up to 20% equities (both domestic and international) and may utilize other alternative
strategies to help it realize its investment objectives. The Fund may use both passive and active investment
options. As financial markets and holdings fluctuate in value, the Fund is rebalanced to maintain its target
asset allocation.
Retirement Advocate Moderately Conservative Fund
The Retirement Advocate Moderately Conservative Fund is a diversified asset allocation fund that invests
in a mixture of equities, fixed income instruments, and alternative strategies through mutual funds, ETFs,
or other pooled funds. The primary investment objective of the Moderately Conservative Fund is moderate
risk (as measured by volatility) with some growth. The Moderately Conservative Fund will typically have
a heavier weighting to fixed income instruments, with the balance allocated to equities (both domestic and
international). The Fund also may utilize alternative strategies to help it pursue its investment objectives.
Up to 40% of the Fund’s assets may be invested in equities or alternative strategies. The Fund may use
both passive and active investment options. As financial markets and holdings fluctuate in value, the Fund
is rebalanced to maintain its target asset allocation.
Retirement Advocate Moderate Fund
The Retirement Advocate Moderate Fund is a diversified asset allocation fund that invests in a mixture of
equities, fixed income instruments, and alternative strategies through mutual funds, ETFs, or other pooled
funds. The primary investment objective of the Moderate Fund is growth, with an allocation to fixed
income to reduce risk (as measured by volatility) and provide some current income. The Moderate Fund
will typically have a heavier weighting allocated to equities (both domestic and international) and may
use alternative strategies balanced with fixed income instruments to help it pursue its investment
objectives. Up to 60% of the Fund’s assets may be invested in equities or alternative strategies. The Fund
may use both passive and active investment options. As financial markets and holdings fluctuate in value,
the Fund is rebalanced to maintain its target asset allocation.
Retirement Advocate Moderately Aggressive Fund
The Retirement Advocate Moderately Aggressive Fund is a diversified asset allocation fund that invests
in a mixture of equities, fixed income instruments, and alternative strategies through mutual funds, ETFs,
or other pooled funds. The primary investment objective of the Moderately Aggressive Fund is growth
and the majority of its assets will be invested in equities (both domestic and international). The Moderately
Aggressive Fund will typically have an allocation to fixed income and alternative strategies to help it
pursue its investment objectives. Up to 80% of the Fund’s assets may be invested in equities or alternative
15
strategies. The Fund may use both passive and active investment options. As financial markets and
holdings fluctuate in value, the Fund is rebalanced to maintain its target asset allocation.
Retirement Advocate Aggressive Fund
The Retirement Advocate Aggressive Fund is an asset allocation fund that invests in a mixture of equities
and other alternative strategies through mutual funds, ETFs, or other pooled funds. The investment
objective of the Aggressive Fund is growth. Its assets will be invested predominantly in equities (both
domestic and international). The Aggressive Fund may have an allocation to alternative strategies to help
it pursue its investment objectives. All of the Fund’s assets may be invested in equities and the Fund may
use both passive and active investment options. As financial markets and holdings fluctuate in value, the
Fund is rebalanced to maintain its target asset allocation.
Strategic Roadmap Aggressive Fund
The Aggressive Fund is a strategic asset allocation fund that invests in a diversified portfolio through the
use of mutual funds, ETFs, individual securities and other pooled funds. The primary objective of the
fund is long-term capital appreciation. The Aggressive Fund will typically allocate approximately 95%
of assets in a combination of U.S. and foreign equities. The Aggressive Fund may also have an allocation
to Real Estate, Commodities, or other alternative strategies to help it pursue its investment objectives. The
fund is designed for those investors who seek long-term growth of capital and are willing to accept higher
levels of market volatility.
Strategic Roadmap Growth Fund
The Growth Fund is a strategic asset allocation fund that invests in a diversified portfolio through the use
of mutual funds, ETFs, individual securities and other pooled funds. The primary objective of the fund is
capital appreciation with a low to moderate level of income. The Growth Fund will typically allocate
approximately 80% of its assets in a combination of U.S. and foreign equities, and 20% in bonds, a portion
of which can be allocated to international bonds and cash vehicles. The Growth Fund may also have an
allocation to Real Estate, Commodities, or other alternative strategies to help it pursue its investment
objectives. The Growth Fund is designed for those investors who seek long-term growth of capital with
slightly lower volatility than the overall market.
Strategic Roadmap Balanced Fund
The Balanced Fund is a strategic asset allocation fund that invests in a diversified portfolio through the
use of mutual funds, ETFs, individual securities and other pooled funds. The primary objective of the
fund is a combination of capital appreciation and income. The Balanced Fund will typically allocate
approximately 60% of its assets in a combination of U.S. and foreign equities, and 40% in bonds, a portion
of which can be allocated to international bonds and cash vehicles. The Balanced Fund may also have an
allocation to Real Estate, Commodities, or other alternative strategies to help it pursue its investment
objectives. The Balanced Fund is designed for those investors who are seeking lower volatility than the
overall market with an opportunity for moderate capital growth.
Strategic Roadmap Moderate Fund
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The Moderate Fund is a strategic asset allocation fund that invests in a diversified portfolio through the
use of mutual funds, ETFs, individual securities and other pooled funds. The primary objective of the
fund is current income and moderate long-term capital appreciation. The Moderate Fund will typically
allocate approximately 40% of its assets in a combination of U.S. and foreign equities, and 60% in bonds,
a portion of which can be allocated to international bonds and cash vehicles. The Moderate Fund may also
have an allocation to Real Estate, Commodities, or other alternative strategies to help it pursue its
investment objectives. The Moderate Fund is designed for those investors seeking a portfolio with
moderate risk and medium growth potential.
Strategic Roadmap Conservative Fund
The Conservative Fund is a strategic asset allocation fund that invests in a diversified portfolio through
the use of mutual funds, ETFs, individual securities and other pooled funds. The primary objective of the
fund is stability of investment principal and income. The Conservative Fund will typically allocate
approximately 20% of its assets in a combination of U.S. and foreign equities, and 80% in bonds, a portion
of which can be allocated to international bonds and cash vehicles. The Conservative Fund may also have
an allocation to Real Estate, Commodities, or other alternative strategies to help it pursue its investment
objectives. The Conservative Fund is designed for those investors seeking to minimize downside risk.
GoalPath 2020 Aggressive Portfolio
The GoalPath 2020 Aggressive Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a higher risk tolerance and a planned retirement date on or about 2020.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 67% of assets in global
equities, 2% in global fixed income, and 31% in treasury inflation protected securities. As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
treasury inflation protected securities, reaching its most conservative allocation of approximately 60%
global equities on or about its target retirement date.
GoalPath 2020 Moderate Portfolio
The GoalPath 2020 Moderate Portfolio focuses on growth consistent with its target retirement date and, as
it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a moderate risk tolerance and a planned retirement date on or about 2020.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 51% of assets in global
equities, 3% in global fixed income, and 46% in treasury inflation protected securities. As the portfolio’s
17
target date approaches the global equities and fixed income allocation will be reduced and allocated to
treasury inflation protected securities, reaching its most conservative allocation of approximately 50%
global equities on or about its target retirement date.
GoalPath 2020 Conservative Portfolio
The GoalPath 2020 Conservative Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a lower risk tolerance and a planned retirement date on or about 2020.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 32% of assets in global
equities, 3% in global fixed income, and 65% in treasury inflation protected securities As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
treasury inflation protected securities, reaching its most conservative allocation of approximately 25%
global equities on or about its target retirement date.
GoalPath 2030 Aggressive Portfolio
The GoalPath 2030 Aggressive Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a higher risk tolerance and a planned retirement date on or about 2030.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 80% of assets in global
equities, 6% in global fixed income, and 14% in treasury inflation protected securities. As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
treasury inflation protected securities, reaching its most conservative allocation of approximately 60%
global equities on or about its target retirement date.
GoalPath 2030 Moderate Portfolio
The GoalPath 2030 Moderate Portfolio focuses on growth consistent with its target retirement date and, as
it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a moderate risk tolerance and a planned retirement date on or about 2030.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 72% of assets in global
equities, 9% in global fixed income, and 19% in treasury inflation protected securities. As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
18
treasury inflation protected securities, reaching its most conservative allocation of approximately 50%
global equities on or about its target retirement date.
GoalPath 2030 Conservative Portfolio
The GoalPath 2030 Conservative Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a lower risk tolerance and a planned retirement date on or about 2030.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 59% of assets in global
equities, 13% in global fixed income, and 28% in treasury inflation protected securities. As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
treasury inflation protected securities, reaching its most conservative allocation of approximately 25%
global equities on or about its target retirement date.
GoalPath 2040 Aggressive Portfolio
The GoalPath 2040 Aggressive Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a higher risk tolerance and a planned retirement date on or about 2040.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 94% of assets in global
equities, 6% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 60% global equities on or about its target retirement date.
GoalPath 2040 Moderate Portfolio
The GoalPath 2040 Moderate Portfolio focuses on growth consistent with its target retirement date and, as
it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a moderate risk tolerance and a planned retirement date on or about 2040.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 93% of assets in global
equities, 7% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
19
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 50% global equities on or about its target retirement date.
GoalPath 2040 Conservative Portfolio
The GoalPath 2040 Conservative Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a lower risk tolerance and a planned retirement date on or about 2040.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 86% of assets in global
equities, 14% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 25% global equities on or about its target retirement date.
GoalPath 2050 Aggressive Portfolio
The GoalPath 2050 Aggressive Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a higher risk tolerance and a planned retirement date on or about 2050.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 60% global equities on or about its target retirement date.
GoalPath 2050 Moderate Portfolio
The GoalPath 2050 Moderate Portfolio focuses on growth consistent with its target retirement date and, as
it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a moderate risk tolerance and a planned retirement date on or about 2050.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
20
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 50% global equities on or about its target retirement date.
GoalPath 2050 Conservative Portfolio
The GoalPath 2050 Conservative Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a lower risk tolerance and a planned retirement date on or about 2050.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 25% global equities on or about its target retirement date.
GoalPath 2060 Aggressive Portfolio
The GoalPath 2060 Aggressive Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a higher risk tolerance and a planned retirement date on or about 2060.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 60% global equities on or about its target retirement date.
GoalPath 2060 Moderate Portfolio
The GoalPath 2060 Moderate Portfolio focuses on growth consistent with its target retirement date and, as
it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a moderate risk tolerance and a planned retirement date on or about 2060.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
21
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 50% global equities on or about its target retirement date.
GoalPath 2060 Conservative Portfolio
The GoalPath 2060 Conservative Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a lower risk tolerance and a planned retirement date on or about 2060.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 25% global equities on or about its target retirement date.
Trustee’s Collective Investment Fund Subadvisor Applicable
Percentage
TOPS® Aggressive Growth Portfolio ValMark Securities Inc. 100%
TOPS® Balanced Portfolio ValMark Securities Inc. 100%
TOPS® Conservative Portfolio ValMark Securities Inc. 100%
TOPS® Growth Portfolio ValMark Securities Inc. 100%
TOPS® Income & Growth Portfolio ValMark Securities Inc. 100%
TOPS® Moderate Growth Portfolio ValMark Securities Inc. 100%
TOPS® Target Portfolio 2020 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2025 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2030 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2035 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2040 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2045 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2050 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2055 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2060 ValMark Securities Inc. 100%
22
TOPS® Target Retirement Income ValMark Securities Inc. 100%
Managed Retirement Conservative Fund Axia Advisory Corporation 100%
Managed Retirement Moderate Fund Axia Advisory Corporation 100%
Managed Retirement Balanced Fund Axia Advisory Corporation 100%
Managed Retirement Growth Fund Axia Advisory Corporation 100%
Managed Retirement Aggressive Fund Axia Advisory Corporation 100%
Managed Retirement Real Asset Fund Axia Advisory Corporation 100%
StarTrack Retirement Income Fund® Rogers Wealth Group 100%
StarTrack 2030 Fund® Rogers Wealth Group 100%
StarTrack 2040 Fund® Rogers Wealth Group 100%
StarTrack 2050 Fund® Rogers Wealth Group 100%
StarTrack 2060 Fund® Rogers Wealth Group 100%
StarCore I Fund® Rogers Wealth Group 100%
StarCore II Fund® Rogers Wealth Group 100%
StarCore III Fund® Rogers Wealth Group 100%
StarCore IV Fund® Rogers Wealth Group 100%
StarCore Global Value Fund® Rogers Wealth Group 100%
StarCore U.S. Fund® Rogers Wealth Group 100%
StarCore International Fund® Rogers Wealth Group 100%
Strategic Target Income Fund Strategies Capital Management 100%
Strategic Target 2015 Fund Strategies Capital Management 100%
Strategic Target 2025 Fund Strategies Capital Management 100%
Strategic Target 2035 Fund Strategies Capital Management 100%
Strategic Target 2045 Fund Strategies Capital Management 100%
Strategic Target 2055 Fund Strategies Capital Management 100%
Strategic Target Risk Growth Fund Strategies Capital Management 100%
Strategic Target Risk Moderate Growth Fund Strategies Capital Management 100%
23
Strategic Target Risk Moderate Fund Strategies Capital Management 100%
Strategic Target Risk Moderately Conservative Fund Strategies Capital Management 100%
Strategic Target Risk Conservative Fund Strategies Capital Management 100%
Retirement Advocate Aggressive Fund Moneta Group Investment Advisors 100%
Retirement Advocate Moderately Aggressive Fund Moneta Group Investment Advisors 100%
Retirement Advocate Moderate Fund Moneta Group Investment Advisors 100%
Retirement Advocate Moderately Conservative Fund Moneta Group Investment Advisors 100%
Retirement Advocate Conservative Fund Moneta Group Investment Advisors 100%
Strategic Roadmap Growth Fund Steele Capital Management, Inc. 100%
Strategic Roadmap Aggressive Fund Steele Capital Management, Inc. 100%
Strategic Roadmap Balanced Fund Steele Capital Management, Inc. 100%
Strategic Roadmap Moderate Fund Steele Capital Management, Inc. 100%
Strategic Roadmap Conservative Fund Steele Capital Management, Inc. 100%
GoalPath 2020 Aggressive Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2020 Moderate Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2020 Conservative Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2030 Aggressive Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2030 Moderate Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2030 Conservative Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2040 Aggressive Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2040 Moderate Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2040 Conservative Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2050 Aggressive Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2050 Moderate Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2050 Conservative Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2060 Aggressive Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2060 Moderate Portfolio
Two West Capital Advisors, LLC 100%
24
GoalPath 2060 Conservative Portfolio
Two West Capital Advisors, LLC 100%
25
APPENDIX B
TO THE
DECLARATION OF TRUST
ESTABLISHING THE MATRIX TRUST COMPANY
COLLECTIVE INVESTMENT FUNDS FOR EMPLOYEE BENEFIT PLANS
Description of Fees and Share Classes
I. Share Class Overview
With respect to a Class of Units of a Fund (each a “Class” or “Share Class”), each Unit shall be of equal
value to every other Unit of the same Class. Each Unit of a Class of a Fund shall represent an undivided
proportionate interest in all the assets of the Fund. The fact that a Fund shall have been established and
designated without any specific establishment or designation of Classes, or that a Fund shall have more
than one established and designated Class, shall not limit the authority of the Trustee, in its sole discretion
and at any time, to subsequently establish and designate separate Classes, or one or more additional
Classes, of said Fund. As of any Valuation Date, the Trustee, in its sole discretion, may make a uniform
change in the Units of any Class of any Fund 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 shall not thereby be changed.
The Trustee charges a fee for its services in managing and administering each Fund (“Trustee Fee”). The
Trustee Fee accrues on a daily basis, is payable monthly in arrears and is charged directly to each Fund.
As disclosed in further detail below, the distinction between each Share Class is based upon the manner
in which such Trustee Fee is allocated to pay for services provided to the Trustee or to a participating plan.
II. Fee Descriptions
A. Managed Retirement Funds (subadvised by Axia Advisory Corporation)
Share Class I. The total Trustee Fee paid to the Trustee will be 0.08% per annum of total assets
held in each Share Class I Fund.
Share Class II. The total Trustee Fee paid to the Trustee will be 0.33% per annum of total assets
held in each Share Class II Fund. A portion of the Trustee Fee, 0.25%, will be paid to a qualified
custodian for unit holder servicing and administrative services. Such services may include, but
are not limited to, recordkeeping, unit holder communication, transmission of purchase and
redemption orders, and other services with respect to the administration of units of each Fund.
Trustee may serve as such a qualified custodian, in which case the 0.25% will be paid directly to
the accounts of Participating Trusts.
B. Strategic Target Funds and Strategic Target Risk Funds (subadvised by Strategies
Capital Management)
The Trustee will charge an annual Trustee Fee, based on the total assets of each Fund, as
follows:
Total Fund Assets Annual Trustee Fee
26
$0 - $100,000,000 0.40%
$100,000,001 - $200,000,000 0.37%
$200,000,001 - $300,000,000 0.34%
$300,000,001 - $400,000,000 0.32%
$400,000,001 - $500,000,000 0.31%
$500,000,001 - And Above Negotiated
The total Trustee Fee paid to Trustee will be the fee indicated in the above chart. This fee will
accrue on a daily basis and be payable monthly in arrears. The Trustee’s fee will be charged
directly to the particular Fund to which it applies. The Subadvisor will receive a fee of 25 basis
points (0.25%) for services to the Trustee, which the Subadvisor may either retain or pass onto a
qualified custodian for unitholder servicing and administrative services as directed by the Plan
Sponsor. Such unitholder and administrative services may include, but are not limited to,
recordkeeping, unitholder communication, transmission of purchase and redemption orders, and
other services with respect to the administration of units of each Fund.
C. StarPath Funds (subadvised by Rogers Wealth Group)
The total Trustee Fee will be as follows for each Fund:
Trustee
Fee
Sub Advisor/Unitholder Servicing
Fee
Fund Assets
0.50% 0.42% Up to $400,000,000
0.50% 0.43% $400,000,001 - $500,000,000
0.50% 0.45% $500,000,001 - $750,000,000
The total Trustee Fee will be paid as indicated in the above chart. The Subadvisor Fee, as indicated
in the chart above will be paid out of the Trustee fee either to the subadvisor or to a qualified
custodian for unit holder servicing and administrative services. Such services may include, but
are not limited to, recordkeeping, unit holder communication, transmission of purchase and
redemption orders, and other services with respect to the administration of units of each Fund.
Trustee may serve as such a qualified custodian, in which case the qualified custodian fee will be
paid directly to the accounts of Participating Trusts.
D. Strategic Roadmap Funds (subadvised by Steele Capital
Management, Inc.)
The Trustee will charge a Trustee Fee with respect to each of the Funds of:
Strategic Roadmap Portfolios
Share Class I
Annual Trustee Fee
Share Class II
Annual Trustee Fee
Strategic Roadmap Conservative 0.04% Total
0.20% Total 0.04% Trustee
0.16 Qualified Custodian
27
Strategic Roadmap Moderate 0.04% Total
0.172% Total 0.04% Trustee
0.132% Qualified Custodian
Strategic Roadmap Balanced 0.04% Total
0.134% Total 0.04% Trustee
0.094% Qualified Custodian
Strategic Roadmap Growth 0.04% Total
0.095% Total 0.04% Trustee
0.055% Qualified Custodian
Strategic Roadmap Aggressive 0.04% Total
0.052% Total 0.04% Trustee
0.012% Qualified Custodian
The Trustee Fee is charged per annum based on total assets held in each Fund. This fee will accrue
on a daily basis and is payable monthly in arrears. The Trustee Fee will be charged directly to the
particular Fund.
Share Class I – The total Trustee Fee is indicated in the above chart for total assets held in Share
Class I for each Fund. The total fee paid to Trustee will be 0.04% per annum of total assets held
in each Share Class I Fund.
Share Class II – The total Trustee Fee is indicated in the above chart for total assets held in Share
Class II for each Fund. A portion of the Trustee Fee, indicated in the chart, will be paid as a
qualified custodian fee for unitholder servicing and administrative services as directed by the Plan
Sponsor. Such unitholder and administrative services may include but are not limited to,
recordkeeping, unitholder communication, transmission of purchase and redemption orders, and
other services with respect to the administration of units of each Fund. The Trustee may serve as
a qualified custodian, in which case the qualified custodian fee will be paid directly to the accounts
of Participating Trusts.
E. Retirement Advocate Funds (subadvised by Moneta Group)
The total Trustee Fee paid to Trustee per annum of total assets held in each Fund is listed below.
This fee will accrue on a daily basis and is payable monthly in arrears.
Retirement Advocate Conservative Fund 0.03%
Retirement Advocate Moderately Conservative Fund 0.03%
Retirement Advocate Moderate Fund 0.03%
Retirement Advocate Moderately Aggressive Fund 0.03%
Retirement Advocate Aggressive Fund 0.03%
F. TOPs® Strategic Allocation Portfolios (subadvised by Valmark Advisers)
The Trustee will charge a Trustee Fee with respect to each of the Funds of:
TOPS® Portfolios Share Class I
Annual Trustee Fee
Share Class II
Annual Trustee Fee
28
TOPS® Aggressive Growth Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Balanced Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Conservative Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Growth Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Income & Growth Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Moderate Growth Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2020 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2025 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2030 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2035 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2040 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2045 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2050 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2055 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2060 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Retirement Income .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
The Trustee Fee is charged per annum based on total assets held in each Fund. This fee will accrue
29
on a daily basis and is payable monthly in arrears. The Trustee Fee will be charged directly to the
particular Fund.
Share Class I – The total Trustee Fee is indicated in the above chart for total assets held in Share
Class I for each Fund. A portion of the Trustee Fee, indicated in the chart, will be paid as a
qualified custodian fee for unitholder servicing and administrative services as directed by the Plan
Sponsor. Such unitholder and administrative services may include but are not limited to,
recordkeeping, unitholder communication, transmission of purchase and redemption orders, and
other services with respect to the administration of units of each Fund. The Trustee may serve as
a qualified custodian, in which case the qualified custodian fee will be paid directly to the accounts
of Participating Trusts.
Share Class II – The total Trustee Fee is indicated in the above chart for total assets held in Share
Class II for each Fund. The total fee paid to Trustee will be 0.03% per annum of total assets held
in each Share Class II Fund.
G. GoalPath Portfolios (subadvised by Two West Capital Advisors, LLC)
The Trustee will charge each collective investment fund an annual Trustee Fee, based on the net
assets of each such CIF, as follows:
Net CIF Assets Share Class I Share Class II
$0 - $1,000,000,000 0.06% 0.16%
$1,000,000,001 – and above 0.04% 0.14%
Share Class I
The total Trustee Fee paid to Trustee will be the fee indicated in the above chart for net assets held
in Share Class I for each CIF. This fee will accrue on a daily basis and be payable monthly in
arrears. The Trustee’s fee will be charged directly to the particular CIF to which it applies.
Share Class II
The total Trustee Fee paid to Trustee is indicated in the above chart for net assets held in each
Share Class II Fund. This fee will accrue on a daily basis and be payable monthly in arrears. The
Trustee’s fee will be charged directly to the particular Fund. The Trustee will pay an annual fee
of 10 basis points (0.10%) on the Share Class II assets to the Subadvisor for services to the Trustee
in respect of this share class.
Audit Expenses
As required by the Declaration of Trust, at least once during each period of twelve (12) months,
the Trustee shall cause an appropriate independent audit to be made of the CIFs. The reasonable
compensation and expenses of the auditors for their services may be charged to the CIFs or
otherwise paid as directed by the Trustee. For audit year ending May 31, 2019, the trustee agrees
to pay all audit expense for the CIFs For subsequent years, the CIFs will accrue and pay audit fees
from fund assets, up to but not exceeding 5bps (.05%) of the net assets per portfolio. In the event
30
the CIFs are not able to pay all or a portion of the associated audit cost, the Subadvisor agrees to
pay the amount not covered by each CIF.
1
AMENDMENT
TO APPENDIX A AND APPENDIX B OF THE
DECLARATION OF TRUST
ESTABLISHING THE MATRIX TRUST COMPANY
COLLECTIVE INVESTMENT FUNDS FOR EMPLOYEE BENEFIT PLANS
On June 28, 2019, Matrix Trust Company (“Trustee”), as the successor in interest to TD Ameritrade Trust
Company , assumed the TD Ameritrade Trust Collective Investment Funds for Employee Benefit Plans,
dated April 23, 2014 (the “A&R Declaration of Trust”), as amended on October 30, 2018 by the
Amendment to Appendix A and Appendix B of the A&R Declaration of Trust (“First Amendment”). In
connection with the assumption, the A&R Declaration of Trust was further amended by a second
amendment to the A&R Declaration of Trust, dated June 28, 2019 (“Second Amendment”) and a third
amendment to the A&R Declaration of Trust, dated January 16, 2020 (collectively with the First
Amendment and the Second Amendment, “Amendments”). The Trustee now wishes to further amend
Appendix A and Appendix B of the A&R Declaration of Trust, as amended to date, in order to continue
to provide for the collective investment and reinvestment of assets of certain tax-exempt employee benefit
plans. The A&R Declaration of Trust allows the Trustee to establish or terminate collective investment
funds established pursuant to the A&R Declaration of Trust (each a “Fund”) as it may deem necessary
and desirable and to amend the A&R Declaration of Trust and its appendices/exhibits.
The Trustee has established and terminated certain Funds and unit classes since assuming the A&R
Declaration of Trust and from time-to-time has amended Appendix A and Appendix B to reflect such
changes. The Trustee now wishes to amend Appendix A and Appendix B of the A&R Declaration of
Trust to reflect the addition of Funds subsequent to the last such amendment.
THEREFORE, in accordance with Sections 2.1 and 7.1 of the A&R Declaration of Trust, Appendix A
and Appendix B are hereby amended as set forth below. All capitalized terms used in this Amendment
and not defined herein shall have the meanings ascribed to such terms in the Declaration of Trust.
AMENDMENT
1. Appendix A of the A&R Declaration of Trust is hereby deleted and replaced in its entirety with
the attached Appendix A.
2. Appendix B of the A&R Declaration of Trust is hereby deleted and replaced in its entirety with
the attached Appendix B.
Except to the extent modified by this Amendment the remaining provisions of the A&R Declaration of
Trust, as amended by the Amendments, shall remain in full force and effect. In the event of a conflict
2
between such provisions of the A&R Declaration of Trust, as amended to date, and this Amendment, the
terms of the Amendment shall prevail.
IN WITNESS WHEREOF, this Amendment is effective as of the date set forth below.
MATRIX TRUST COMPANY
By: /S/ Will Beutelschies 3/26/2020
Will Beutelschies
Senior Vice President
Date: 3/26/2020
1
APPENDIX A
TO THE
DECLARATION OF TRUST
ESTABLISHING THE MATRIX TRUST COMPANY
COLLECTIVE INVESTMENT FUNDS
FOR EMPLOYEE BENEFIT PLANS
Set forth below are the names and descriptions of the Trustee’s collective investment funds (the “Funds”),
assets of which have been transferred to the appropriate Accounts. Following the descriptions is a table
showing the name of the corresponding subadvisor or agent (each an “Agent”) and/or strategy that the
Trustee has selected for each Fund. The Trustee hereby directs the Agent to invest the applicable
percentage of the assets of each Fund into the corresponding collective investment fund strategy as set
forth below. The Trustee reserves the right to change the Agent, strategy or any underlying investment or
the applicable percentage with respect to any such Fund at any time by prior written notice to the Agent.
The Agent shall be entitled to rely on the above direction, as amended from time to time by the Trustee,
in investing all assets transferred to the Accounts in such corresponding collective investment fund or, in
the event that the Trustee directs that such assets be invested according to a particular strategy, in such
funds and in such percentages as the Trustee directs.
TOPS® Conservative Portfolio
The TOPS Conservative Portfolio seeks to preserve capital and provide moderate income and capital
appreciation by investing primarily in exchange-traded funds (“ETFs”), and other index-based vehicles,
that invest in corporate and government fixed income securities, common and preferred stocks, real estate,
and natural resources securities. The TOPS Conservative Portfolio places a greater emphasis on fixed
income investments than equity and real estate investments. The TOPS Conservative Portfolio may be
appropriate for investors with intermediate-term investment time horizons who are seeking capital
preservation as well as the opportunity for income and growth. Although the Fund is constructed in a
manner intended to reduce volatility, the investment holdings are still subject to investment risk and loss
of investment value.
TOPS® Income & Growth Portfolio
The TOPS Income & Growth Portfolio seeks to provide income and capital appreciation by investing
primarily in ETFs and other index-based vehicles, that invest in corporate and government fixed income
securities, common and preferred stocks, real estate and natural resources securities. The TOPS Income
& Growth Portfolio places a greater emphasis on fixed income investments than equity, real estate, and
natural resource investments, but less emphasis on fixed income investments than the Conservative
Portfolio. The TOPS Income & Growth Portfolio may be appropriate for investors with intermediate-to
long-term investment time horizons who seek to earn income but still benefit from stock market growth
and are willing to accept a limited ability to benefit from stock market growth in exchange for reduced
volatility.
TOPS® Balanced Portfolio
The TOPS Balanced Portfolio seeks to provide capital appreciation and income by investing primarily in
ETFs and other index-based vehicles that invest in corporate and government fixed income securities,
2
common and preferred stocks, real estate, and natural resources securities. The TOPS Balanced Portfolio
places a greater emphasis on equity, real estate, and natural resource investments than fixed income
investments. The TOPS Balanced Portfolio may be appropriate for investors with intermediate to long-
term investment time horizons who seek to balance income with a moderate level of volatility in exchange
for potentially higher returns.
TOPS® Moderate Growth Portfolio
The TOPS Moderate Growth Portfolio seeks to provide capital appreciation by investing primarily in
ETFs and other index-based vehicles that invest in corporate and government fixed income securities,
common and preferred stocks, real estate, and natural resources securities. The TOPS Moderate Growth
Portfolio places a greater emphasis on equity, real estate, and natural resource investments than fixed
income investments, and places less emphasis on fixed income investments than the Balanced Portfolio.
The TOPS Moderate Growth Portfolio may be appropriate for investors with long-term investment time
horizons who are willing to accept somewhat higher volatility in exchange for potentially higher returns.
TOPS® Growth Portfolio
The TOPS Growth Portfolio seeks to provide capital appreciation by investing primarily in ETFs and other
index-based vehicles that invest in corporate and government fixed income securities, common and
preferred stocks, real estate, and natural resources securities. The TOPS Growth Portfolio places a greater
emphasis on equity, real estate, and natural resource investments than fixed income investments, and has
less emphasis on fixed income investments than the Moderate Growth Portfolio. The TOPS Growth
Portfolio may be appropriate for investors with long-term investment time horizons who are willing to
accept relatively high volatility in exchange for potentially higher returns.
TOPS® Aggressive Growth Portfolio
The TOPS Aggressive Growth Portfolio seeks to provide capital appreciation by investing primarily in
ETFs and other index-based vehicles that invest in common and preferred stocks, real estate, and natural
resources securities. The TOPS Aggressive Growth Portfolio does not invest in corporate and government
bonds. The TOPS Aggressive Growth Portfolio is appropriate for investors with long term investment
horizons who are willing to accept a high degree of volatility in exchange for potentially higher returns
than those historically provided by more diversified asset allocations.
TOPS® Target Retirement Income
The TOPS Target Retirement Income seeks to provide capital appreciation and current income by
investing primarily in ETFs and other index-based vehicles that invest in U.S. and foreign stocks,
corporate and government bonds, real estate, and natural resources securities. The TOPS Target
Retirement Income’s asset allocation seeks current income and, as a secondary objective, capital
appreciation. The TOPS Target Retirement Income places a greater emphasis on fixed income investments
than equity, REIT, or natural resource investments. The TOPS Target Retirement Income may be
appropriate for investors who seek current income with limited potential for capital appreciation.
TOPS® Target Portfolio 2020
The TOPS Target Portfolio 2020 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2020 places a greater emphasis on
fixed income investments than equity, REIT, or natural resource investments. The TOPS Target Portfolio
2020 may be appropriate for investors with short-term investment horizons who are willing to accept a
3
moderate amount of volatility in exchange for the potential to earn greater returns than historically
available with more conservative asset allocations. As the stated target date approaches, the TOPS Target
Portfolio 2020 will place a greater emphasis on fixed income investments than equity investments.
TOPS® Target Portfolio 2025
The TOPS Target Portfolio 2025 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2025 places a greater emphasis on
equity, real estate, and natural resource investments than fixed income investments. The TOPS Target
Portfolio 2025 may be appropriate for investors with an intermediate-to-long-term investment horizons
who are willing to accept a moderate amount of volatility in exchange for the potential to earn greater
returns than historically available with more conservative asset allocations. As the stated target date
approaches, the TOPS Target Portfolio 2025 will place a greater emphasis on fixed income investments
than equity investments.
TOPS® Target Portfolio 2030
The TOPS Target Portfolio 2030 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2030 places a greater emphasis on
equity, real estate, and natural resource investments than fixed income investments. The TOPS Target
Portfolio 2030 may be appropriate for investors with long-term investment horizons who are willing to
accept relatively high volatility in exchange for potentially higher investment returns. As the stated target
date approaches, the TOPS Target Portfolio 2030 will place a greater emphasis on fixed income
investments than equity investments.
TOPS® Target Portfolio 2035
The TOPS Target Portfolio 2035 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2035 places a greater emphasis on
equity, real estate, and natural resource investments than fixed income investments. The TOPS Target
Portfolio 2035 may be appropriate for investors with long-term investment horizons who are willing to
accept a relatively high level of volatility in exchange for potentially higher investment returns. As the
stated target date approaches, the TOPS Target Portfolio 2035 will place a greater emphasis on fixed
income investments than equity investments.
TOPS® Target Portfolio 2040
The TOPS Target Portfolio 2040 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2040 places a greater emphasis on
equity, real estate, and natural resource investments than on fixed income investments. The TOPS Target
Portfolio 2040 may be appropriate for investors with long-term investment horizons who are willing to
accept a high level of volatility in exchange for potentially higher investment returns. As the stated target
date approaches, the TOPS Target Portfolio 2040 will place a greater emphasis on fixed income
investments than equity investments.
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TOPS® Target Portfolio 2045
The TOPS Target Portfolio 2045 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2045 places a greater emphasis on
equity, real estate, and natural resource investments than on fixed income investments. The TOPS Target
Portfolio 2045 may be appropriate for investors with long-term investment horizons who are willing to
accept a high level of volatility in exchange for potentially higher investment returns. As the stated target
date approaches, the TOPS Target Portfolio 2045 will place a greater emphasis on fixed income
investments than equity investments.
TOPS® Target Portfolio 2050
The TOPS Target Portfolio 2050 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2050 places a greater emphasis on
equity, real estate, and natural resource investments than on fixed income investments. The TOPS Target
Portfolio 2050 may be appropriate for investors with long-term investment horizons who are willing to
accept a high level of volatility in exchange for potentially higher investment returns. As the stated target
date approaches, the TOPS Target Portfolio 2050 will place a greater emphasis on fixed income
investments than equity investments.
TOPS® Target Portfolio 2055
The TOPS Target Portfolio 2055 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2055 places a greater emphasis on
equity, real estate, and natural resource investments than on fixed income investments. The TOPS Target
Portfolio 2055 may be appropriate for investors with long-term investment horizons who are willing to
accept a high level of volatility in exchange for potentially higher investment returns. As the stated target
date approaches, the TOPS Target Portfolio 2055 will place a greater emphasis on fixed income
investments than equity investments.
TOPS® Target Portfolio 2060
The TOPS Target Portfolio 2060 seeks to provide growth of capital by investing primarily in ETFs and
other index-based vehicles that invest in common and preferred stocks, corporate and government bonds,
real estate, and natural resources securities. The TOPS Target Portfolio 2060 places a greater emphasis on
equity, real estate, and natural resource investments than on fixed income investments. The TOPS Target
Portfolio 2060 may be appropriate for investors with long-term investment horizons who are willing to
accept a high level of volatility in exchange for potentially higher investment returns. As the stated target
date approaches, the TOPS Target Portfolio 2060 will place a greater emphasis on fixed income
investments than equity investments.
Managed Retirement Conservative Fund
The Conservative Fund is an asset allocation fund whose primary objective is income and stability. It is
designed for investors near or already in retirement. The Fund is invested in a diversified mix of vehicles
including mutual funds, ETFs, stable value and other pooled funds. The Conservative Fund typically
invests 30% of its assets in equities, a portion of which is allocated to international equities and real estate,
and 70% in bonds, a portion of which is allocated to international bonds, stable value funds, and cash
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vehicles. Tactical changes may be made to take advantage of valuation opportunities from time to time.
To ensure the Fund’s strategy remains consistent, the allocation may be rebalanced when it deviates
significantly from strategic targets. Investors in this fund should be willing to accept fluctuation in value
and be able to tolerate the market risk that comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
Managed Retirement Moderate Fund
The Moderate Fund is an asset allocation fund whose primary objective is a combination of current income
and growth of capital. The Fund is invested in a diversified mix of underlying vehicles including mutual
funds, ETFs, stable value and other pooled funds. The Moderate Fund typically invests 40% of its assets
in equities, a portion of which is allocated to international equities and real estate, and 60% in bonds, a
portion of which is allocated to international bonds, stable value funds, and cash vehicles. Tactical changes
may be made to take advantage of valuation opportunities from time to time. To ensure the Fund’s strategy
remains consistent, the allocation may be rebalanced when it deviates significantly from strategic targets.
Investors in this fund should be willing to accept modest fluctuation in value and be able to tolerate the
market risk that comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
Managed Retirement Balanced Fund
The Balanced Fund is an asset allocation fund whose primary objective is a combination of growth of
capital and income. The Fund is invested in a diversified mix of underlying vehicles including mutual
funds, ETFs, stable value and other pooled funds. The Balanced Fund typically invests 60% of its assets
in equities, a portion of which is allocated to international equities and real estate, and 40% in bonds, a
portion of which is allocated to international bonds, stable value funds, and cash vehicles. Tactical changes
may be made to take advantage of valuation opportunities from time to time. To ensure the Fund’s strategy
remains consistent, the allocation may be rebalanced when it deviates significantly from strategic targets.
Investors in this fund should be willing to accept fluctuation in value and be able to tolerate the market
risk that comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
Managed Retirement Growth Fund
The Growth Fund is an asset allocation fund whose primary objective is growth of capital with some
consideration for income. The Fund is invested in a diversified mix of underlying vehicles including
mutual funds, ETFs, stable value and other pooled funds. The Growth Fund typically invests 75% of its
assets in equities, a portion of which is allocated to international equities and real estate, and 25% in bonds,
a portion of which is allocated to international bonds, stable value funds, and cash vehicles. Tactical
changes may be made to take advantage of valuation opportunities from time to time. To ensure the Fund’s
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strategy remains consistent, the allocation may be rebalanced when it deviates significantly from strategic
targets. Investors in this fund should be willing to accept fluctuation in value and be able to tolerate the
market risk that comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
Managed Retirement Aggressive Fund
The Aggressive Fund is an asset allocation fund whose primary objective is capital growth. The Fund is
invested in a diversified mix of underlying vehicles including mutual funds, ETFs, stable value and other
pooled funds. The Aggressive Fund typically invests 90% of its assets in equities, a portion of which is
allocated to international equities and real estate, and 10% in bonds, a portion of which is allocated to
international bonds, stable value funds, and cash vehicles. Tactical changes may be made to take advantage
of valuation opportunities from time to time. To ensure the Fund’s strategy remains consistent, the
allocation may be rebalanced when it deviates significantly from strategic targets. Investors in this fund
should be willing to accept significant fluctuation in value and be able to tolerate the market risk that
comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
Managed Retirement Real Asset Fund
The Real Asset Fund is an asset allocation fund whose primary objective is income and stability. It is
designed for investors concerned about the prospect of rising inflation. The Fund is invested in a
diversified mix of underlying vehicles including mutual funds, ETFs, stable value and other pooled
funds. The Real Asset Fund will allocate its investments among stable value investments, domestic and
international fixed income, real estate and REITs, commodities and natural resources, and other alternative
investment strategies. Allocations will be monitored and tactically adjusted to take advantage of valuation
opportunities from time to time. The fund may be rebalanced when it deviates significantly from strategic
targets. Investors in this fund should be willing to accept fluctuation in value and be able to tolerate the
market risk that comes from the volatility of capital markets.
The underlying investments will use a combination of passive and active strategies and will be evaluated
on a regular basis.
StarTrack Retirement Income Fund®
The StarTrack Retirement Income Fund was originally established as the StarTrack 2010 fund. As the
target date approached, risk was reduced on a periodic basis by adjusting the fund’s ratio of equity to fixed
income mutual funds. Since reaching its target date the Fund has maintained an asset allocation of 30%
equity mutual funds and 70% fixed income mutual funds.
StarTrack 2030 Fund®
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The 2030 Fund seeks to invest 80% of its assets in equity mutual funds and 20% of its assets in fixed-
income mutual funds. The Fund will strive to maintain such an asset mix, depending on the prevailing
market conditions, until approximately 10-15 years before the stated target date. Once the Fund is within
the final 10-15 years of the target date, the Fund will seek to reduce risk on a periodic basis by adjusting
the Fund’s ratio of equity to fixed-income mutual funds downward as the target date approaches. Upon
the target date, the Fund will seek to achieve an asset allocation of 30% equity mutual funds and 70%
fixed-income mutual funds.
StarTrack 2040 Fund®
The 2040 Fund seeks to invest 90% of its assets in equity mutual funds and 10% of its assets in fixed-
income mutual funds. The Fund will strive to maintain such an asset mix, depending on the prevailing
market conditions, until approximately 10-20 years before the stated target date. Once the Fund is within
the final 10-20 years of the target date, the Fund will seek to reduce risk on a periodic basis by adjusting
the Fund’s ratio of equity to fixed-income mutual funds downward as the target date approaches. Upon
the target date, the Fund will seek to achieve an asset allocation of 30% equity mutual funds and 70%
fixed-income mutual funds.
StarTrack 2050 Fund®
The 2050 Fund seeks to invest primarily in equity mutual funds to be broadly diversified across and within domestic,
international and emerging markets asset classes. The Fund will strive to maintain such an asset mix, depending on
the prevailing market conditions, until approximately 10-20 years before the stated target date. Once the Fund
is within the final 10-20 years of the target date, the Fund will seek to reduce risk on a periodic basis by
adjusting the Fund’s ratio of equity to fixed-income mutual funds downward as the target date approaches.
Upon the target date, the Fund will seek to achieve an asset allocation of 30% equity mutual funds and
70% fixed-income mutual funds.
StarTrack 2060 Fund®
The 2060 Fund seeks to invest primarily in equity mutual funds to be broadly diversified across and within domestic,
international and emerging markets asset classes. The Fund will strive to maintain such an asset mix, depending on
the prevailing market conditions, until approximately 10-20 years before the stated target date. Once the Fund
is within the final 10-20 years of the target date, the Fund will seek to reduce risk on a periodic basis by
adjusting the Fund’s ratio of equity to fixed-income mutual funds downward as the target date approaches.
Upon the target date, the Fund will seek to achieve an asset allocation of 30% equity mutual funds and
70% fixed-income mutual funds.
StarCore I Fund®
This Fund seeks to be the most conservative of the StarCore Funds®, placing a greater emphasis on current
income than on growth. Under normal circumstances, the Fund will invest 60% of its assets in fixed-
income mutual funds and 40% of its assets in equity mutual funds. The fixed-income portion of the Fund
will primarily consist of fixed-income mutual funds that invest in high quality investment grade fixed-
income securities with durations and maturities in the short to intermediate term range. The equity portion
of the Fund will consist of 65-85% U.S. equity mutual funds and 15-35% international equity mutual
funds.
8
StarCore II Fund®
This Fund seeks to maintain an asset allocation of 60% equity mutual funds and 40% fixed-income mutual
funds. While the Fund seeks to benefit from an increased equity allocation, it also seeks to mitigate
potential short-term return volatility through bond exposure. Under normal circumstances, the equity
portion of the Fund will consist of 65-85% U.S. equity mutual funds and 15-35% international equity
mutual funds.
StarCore III Fund®
This Fund seeks more aggressive wealth enhancement through increased exposure to equity positions,
while maintaining a smaller allocation of fixed-income mutual funds. The Fund will seek to invest 80%
of its assets in equity mutual funds and 20% of its assets in fixed-income mutual funds. Under normal
circumstances, the equity portion of the Fund will consist of 65-85% U.S. equity mutual funds and 15-
35% international equity mutual funds.
StarCore IV Fund®
This Fund is a globally-diversified equity Fund designed for long-term investors who are willing to
experience potentially increased short-term volatility. The Fund seeks to be broadly diversified across
and within domestic, international and emerging markets asset classes. This Fund also seeks to capture
the benefits of long-term global stock market appreciation.
StarCore Global Value Fund®
This equity Fund seeks global diversification across all market capitalizations with a focus on value. Under
normal circumstances, this Fund seeks to invest up to 98% of its assets in equity mutual funds. The Fund
will primarily invest in domestic value, international value, and emerging markets value mutual funds.
The Fund will strive to increase potential expected long-term returns by favoring value over a more
traditional “blended” markets or growth-oriented approach. This Fund may be appropriate for long-term
investors seeking to be invested in the Fund for ten years or more.
StarCore U.S. Fund®
This Fund seeks to be invested solely in U.S. equity asset class mutual funds. The Fund seeks
diversification among all market capitalizations, as well as among value, growth, and blended styles.
Under normal circumstances, the Fund will invest up to 98% of its assets in equity mutual funds. The
Fund will strive to capture the potential benefits of investing broadly in the U.S. stock market through
domestic mutual funds.
StarCore International Fund®
This Fund seeks to invest in thirty-eight countries, excluding the U.S. & Canada, through mutual funds
that invest in both developed and emerging markets. Under normal circumstances, the Fund will invest
up to 98% of its assets in equity mutual funds. The Fund will seek to diversify amongst all market
capitalizations and styles, with the intention of gaining the potential benefits of investment opportunities
outside the U.S. and Canada.
9
Strategic Target Income Fund
The Strategic Target Income Fund is a well-diversified Fund with a conservative asset allocation. The
Fund generally seeks a strategic asset allocation of approximately 35% in equities, 55% in fixed-income,
and 10% in “alternative asset” classes (such as domestic real estate, foreign real estate and commodities
(e.g., oil, gas and timber)) and cash (including stable value products). These allocations may vary up to
+/-10 percentage points. Originally established with a target-date of 2005, this Fund may be appropriate
for investors that started taking distributions from their retirement funds around that target date.
The Fund seeks to invest in passive and active pooled investment vehicles that are consistent with the
Fund’s investment objective, including, but not limited to, mutual funds, commingled funds and ETFs.
The Fund employs an investment philosophy focused on low fees, low turnover, and prudent risk
management using a core and satellite investment strategy.
Strategic Target 2015 Fund
The 2015 Strategic Target Fund is a well-diversified Fund with an asset allocation strategy that will
become more conservative as the target date approaches. The Fund initially seeks to allocate
approximately 45% in equities, 40% in fixed-income, and 15% in “alternative asset” classes (such as
domestic real estate, foreign real estate and commodities (e.g., oil, gas and timber)) and cash (including
stable value products). These allocations may vary up to +/-10 percentage points. This Fund may be
appropriate for investors that plan to begin taking distributions in or around the year 2015.
In order to implement its asset allocation strategy, the Fund will invest in passive and active pooled
investment vehicles that are consistent with the Fund’s investment objective, including, but not limited to,
mutual funds, commingled funds and ETFs. The Fund employs an investment philosophy focused on low
fees, low turnover, and prudent risk management using a core and satellite investment strategy.
Strategic Target 2025 Fund
The 2025 Strategic Target Fund is a well-diversified Fund with an asset allocation strategy that will
become more conservative as the target date approaches. The Fund initially seeks to allocate
approximately 55% in equities, 30% in fixed-income, and 15% in “alternative asset” classes (such as
domestic real estate, foreign real estate and commodities (e.g., oil, gas and timber)) and cash (including
stable value products). These allocations may vary up to +/-10 percentage points. This Fund may be
appropriate for investors that plan to begin taking distributions in or around the year 2025.
In order to implement its asset allocation strategy, the Fund will invest in passive and active pooled
investment vehicles that are consistent with the Fund’s investment objective, including, but not limited to,
mutual funds, commingled funds and ETFs. The Fund employs an investment philosophy focused on low
fees, low turnover, and prudent risk management encompassing a core and satellite investment strategy.
Strategic Target 2035 Fund
The 2035 Strategic Target Fund is a well-diversified Fund with an asset allocation strategy that will be
modified to become more conservative as the target date approaches. The Fund will initially seek to invest
approximately 65% in equities, 15% in fixed-income, and 20% in “alternative asset” classes (such as
10
domestic real estate, foreign real estate and commodities (e.g., oil, gas and timber)) and cash (including
stable value products). These allocations may vary up to +/-10 percentage points. This Fund may be
appropriate for investors that plan to begin taking distributions in or around the year 2035.
In order to implement its asset allocation strategy, the Fund will invest in passive and active pooled
investment vehicles that are consistent with the Fund’s investment objective, including, but not limited to,
mutual funds, commingled funds and ETFs. The Fund employs an investment philosophy focused on low
fees, low turnover, and prudent risk management encompassing a core and satellite investment strategy.
Strategic Target 2045 Fund
The 2045 Strategic Target Fund is a well-diversified Fund with an asset allocation strategy that will
become more conservative as the target date approaches. The Fund seeks to invest approximately 70% in
equities, 10% in fixed-income, and 20% in “alternative asset” classes (such as domestic real estate, foreign
real estate and commodities (e.g., oil, gas and timber)) and cash (including stable value products). These
allocations may vary up to +/-10 percentage points. This Fund may be appropriate for investors that plan
to begin taking distributions in or around the year 2045.
In order to implement its asset allocation strategy, the Fund will invest in passive and active pooled
investment vehicles that are consistent with the Fund’s investment objective, including, but not limited to,
mutual funds, commingled funds and ETFs. The Fund employs an investment philosophy focused on low
fees, low turnover, and prudent risk management encompassing a core and satellite investment strategy.
Strategic Target 2055 Fund
The 2055 Strategic Target Fund is a diversified fund with an asset allocation that will become more
conservative as the target date approaches. The Fund generally seeks a strategic asset allocation of
approximately 70%, in equities, 10% in fixed income, and 20% in “alternative asset” classes (such as
domestic real estate, foreign real estate and commodities (e.g., oil, gas, and timber) and cash (including
stable value products). These allocations may vary up to +/-10 percentage points. This Fund may be
appropriate for investors that plan to begin taking distributions in or around the year 2055. The Fund will
invest in passive and active pooled investments.
In order to implement its asset allocation strategy, the Fund will invest in passive and active pooled
investment vehicles that are consistent with the Fund’s investment objective, including, but not limited to,
mutual funds, commingled funds and ETFs. The Fund employs an investment philosophy focused on low
fees, low turnover, and prudent risk management encompassing a core and satellite investment strategy.
Strategic Target Risk Growth Fund
The Strategic Target Risk Growth Fund is an asset allocation fund that invests in a mixture of equities,
fixed income and alternative strategies through mutual funds, ETFs, or other pooled funds. The primary
investment objective of the Growth Fund is growth and its assets will be invested predominantly in equities
(both domestic and international). The Growth Fund may have an allocation to alternative strategies to
help it pursue its investment objectives. All of the Fund’s assets may be invested in equities and the Fund
11
may use both passive and active investment options. As financial markets and holdings fluctuate in value,
the Fund will be rebalanced periodically to maintain its target asset allocation.
Strategic Target Risk Moderate Growth Fund
The Strategic Target Risk Moderate Growth Fund is a diversified asset allocation fund that invests in a
mixture of equities, fixed income, and alternative strategies through mutual funds, ETFs, or other pooled
funds. The primary investment objective of the Moderate Growth Fund is growth and the majority of its
assets will be invested in equities (both domestic and international). The Moderate Growth Fund will
typically have an allocation to fixed income and alternative strategies to help it pursue its investment
objectives. The Fund may use both passive and active investment options. As financial markets and
holdings fluctuate in value, the Fund will be rebalanced periodically to maintain its target asset allocation.
Strategic Target Risk Moderate Fund
The Strategic Target Risk Moderate Fund is a diversified asset allocation fund that invests in a mixture of
equities, fixed income, and alternative strategies through mutual funds, ETFs, or other pooled funds. The
investment objectives of the Moderate Fund are growth and income and a portion of its assets will be
allocated to fixed income in an effort to reduce risk (as measured by volatility) and provide some current
income. The Moderate Fund will typically have an equal or heavier weighting allocated to equities (both
domestic and international) and alternative strategies balanced with fixed income instruments to help it
pursue its investment objectives. The Fund may use both passive and active investment options. As
financial markets and holdings fluctuate in value, the Fund will be rebalanced periodically to maintain its
target asset allocation.
Strategic Target Risk Moderately Conservative Fund
The Strategic Target Risk Moderately Conservative Fund is a diversified asset allocation fund that invests
in a mixture of equities, fixed income, and alternative strategies through mutual funds, ETFs, or other
pooled funds. The primary investment objective of the Moderately Conservative Fund is moderate risk
(as measured by volatility) with some growth. The Moderately Conservative Fund will typically have a
substantial weighting to fixed income with the remaining balance allocated to equities (both domestic and
international) and alternative strategies to help it pursue its investment objectives. The Fund may use both
passive and active investment options. As financial markets and holdings fluctuate in value, the Fund will
be rebalanced periodically to maintain its target asset allocation.
Strategic Target Risk Conservative Fund
The Strategic Target Risk Conservative Fund is a diversified asset allocation fund that invests primarily
in fixed income through mutual funds, ETFs, or other pooled funds. The primary investment objective of
the Conservative Fund is income with relatively low risk (as measured by volatility) with much of the
return expected to be in the form of interest income from domestic and international fixed income
instruments. The Conservative Fund will typically have an allocation of up to 35% equities (both domestic
and international) and may utilize alternative strategies to help it pursue its investment objectives. The
Fund may use both passive and active investment options. As financial markets and holdings fluctuate in
value, the Fund will be rebalanced periodically to maintain its target asset allocation.
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Retirement Advocate Conservative Fund
The Retirement Advocate Conservative Fund is a diversified asset allocation fund that invests primarily
in fixed income instruments through mutual funds, ETFs, or other pooled funds. The primary investment
objective of the Conservative Fund is relatively low risk (as measured by volatility) with much of the
return expected to come in the form of interest income. The Conservative Fund will typically have an
allocation of up to 20% equities (both domestic and international) and may utilize other alternative
strategies to help it realize its investment objectives. The Fund may use both passive and active investment
options. As financial markets and holdings fluctuate in value, the Fund is rebalanced to maintain its target
asset allocation.
Retirement Advocate Moderately Conservative Fund
The Retirement Advocate Moderately Conservative Fund is a diversified asset allocation fund that invests
in a mixture of equities, fixed income instruments, and alternative strategies through mutual funds, ETFs,
or other pooled funds. The primary investment objective of the Moderately Conservative Fund is moderate
risk (as measured by volatility) with some growth. The Moderately Conservative Fund will typically have
a heavier weighting to fixed income instruments, with the balance allocated to equities (both domestic and
international). The Fund also may utilize alternative strategies to help it pursue its investment objectives.
Up to 40% of the Fund’s assets may be invested in equities or alternative strategies. The Fund may use
both passive and active investment options. As financial markets and holdings fluctuate in value, the Fund
is rebalanced to maintain its target asset allocation.
Retirement Advocate Moderate Fund
The Retirement Advocate Moderate Fund is a diversified asset allocation fund that invests in a mixture of
equities, fixed income instruments, and alternative strategies through mutual funds, ETFs, or other pooled
funds. The primary investment objective of the Moderate Fund is growth, with an allocation to fixed
income to reduce risk (as measured by volatility) and provide some current income. The Moderate Fund
will typically have a heavier weighting allocated to equities (both domestic and international) and may
use alternative strategies balanced with fixed income instruments to help it pursue its investment
objectives. Up to 60% of the Fund’s assets may be invested in equities or alternative strategies. The Fund
may use both passive and active investment options. As financial markets and holdings fluctuate in value,
the Fund is rebalanced to maintain its target asset allocation.
Retirement Advocate Moderately Aggressive Fund
The Retirement Advocate Moderately Aggressive Fund is a diversified asset allocation fund that invests
in a mixture of equities, fixed income instruments, and alternative strategies through mutual funds, ETFs,
or other pooled funds. The primary investment objective of the Moderately Aggressive Fund is growth
and the majority of its assets will be invested in equities (both domestic and international). The Moderately
Aggressive Fund will typically have an allocation to fixed income and alternative strategies to help it
pursue its investment objectives. Up to 80% of the Fund’s assets may be invested in equities or alternative
strategies. The Fund may use both passive and active investment options. As financial markets and
holdings fluctuate in value, the Fund is rebalanced to maintain its target asset allocation.
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Retirement Advocate Aggressive Fund
The Retirement Advocate Aggressive Fund is an asset allocation fund that invests in a mixture of equities
and other alternative strategies through mutual funds, ETFs, or other pooled funds. The investment
objective of the Aggressive Fund is growth. Its assets will be invested predominantly in equities (both
domestic and international). The Aggressive Fund may have an allocation to alternative strategies to help
it pursue its investment objectives. All of the Fund’s assets may be invested in equities and the Fund may
use both passive and active investment options. As financial markets and holdings fluctuate in value, the
Fund is rebalanced to maintain its target asset allocation.
Strategic Roadmap Aggressive Fund
The Aggressive Fund is a strategic asset allocation fund that invests in a diversified portfolio through the
use of mutual funds, ETFs, individual securities and other pooled funds. The primary objective of the
fund is long-term capital appreciation. The Aggressive Fund will typically allocate approximately 95%
of assets in a combination of U.S. and foreign equities. The Aggressive Fund may also have an allocation
to Real Estate, Commodities, or other alternative strategies to help it pursue its investment objectives. The
fund is designed for those investors who seek long-term growth of capital and are willing to accept higher
levels of market volatility.
Strategic Roadmap Growth Fund
The Growth Fund is a strategic asset allocation fund that invests in a diversified portfolio through the use
of mutual funds, ETFs, individual securities and other pooled funds. The primary objective of the fund is
capital appreciation with a low to moderate level of income. The Growth Fund will typically allocate
approximately 80% of its assets in a combination of U.S. and foreign equities, and 20% in bonds, a portion
of which can be allocated to international bonds and cash vehicles. The Growth Fund may also have an
allocation to Real Estate, Commodities, or other alternative strategies to help it pursue its investment
objectives. The Growth Fund is designed for those investors who seek long-term growth of capital with
slightly lower volatility than the overall market.
Strategic Roadmap Balanced Fund
The Balanced Fund is a strategic asset allocation fund that invests in a diversified portfolio through the
use of mutual funds, ETFs, individual securities and other pooled funds. The primary objective of the
fund is a combination of capital appreciation and income. The Balanced Fund will typically allocate
approximately 60% of its assets in a combination of U.S. and foreign equities, and 40% in bonds, a portion
of which can be allocated to international bonds and cash vehicles. The Balanced Fund may also have an
allocation to Real Estate, Commodities, or other alternative strategies to help it pursue its investment
objectives. The Balanced Fund is designed for those investors who are seeking lower volatility than the
overall market with an opportunity for moderate capital growth.
Strategic Roadmap Moderate Fund
The Moderate Fund is a strategic asset allocation fund that invests in a diversified portfolio through the
use of mutual funds, ETFs, individual securities and other pooled funds. The primary objective of the
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fund is current income and moderate long-term capital appreciation. The Moderate Fund will typically
allocate approximately 40% of its assets in a combination of U.S. and foreign equities, and 60% in bonds,
a portion of which can be allocated to international bonds and cash vehicles. The Moderate Fund may also
have an allocation to Real Estate, Commodities, or other alternative strategies to help it pursue its
investment objectives. The Moderate Fund is designed for those investors seeking a portfolio with
moderate risk and medium growth potential.
Strategic Roadmap Conservative Fund
The Conservative Fund is a strategic asset allocation fund that invests in a diversified portfolio through
the use of mutual funds, ETFs, individual securities and other pooled funds. The primary objective of the
fund is stability of investment principal and income. The Conservative Fund will typically allocate
approximately 20% of its assets in a combination of U.S. and foreign equities, and 80% in bonds, a portion
of which can be allocated to international bonds and cash vehicles. The Conservative Fund may also have
an allocation to Real Estate, Commodities, or other alternative strategies to help it pursue its investment
objectives. The Conservative Fund is designed for those investors seeking to minimize downside risk.
GoalPath 2020 Aggressive Portfolio
The GoalPath 2020 Aggressive Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a higher risk tolerance and a planned retirement date on or about 2020.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 67% of assets in global
equities, 2% in global fixed income, and 31% in treasury inflation protected securities. As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
treasury inflation protected securities, reaching its most conservative allocation of approximately 60%
global equities on or about its target retirement date.
GoalPath 2020 Moderate Portfolio
The GoalPath 2020 Moderate Portfolio focuses on growth consistent with its target retirement date and, as
it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a moderate risk tolerance and a planned retirement date on or about 2020.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 51% of assets in global
equities, 3% in global fixed income, and 46% in treasury inflation protected securities. As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
15
treasury inflation protected securities, reaching its most conservative allocation of approximately 50%
global equities on or about its target retirement date.
GoalPath 2020 Conservative Portfolio
The GoalPath 2020 Conservative Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a lower risk tolerance and a planned retirement date on or about 2020.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 32% of assets in global
equities, 3% in global fixed income, and 65% in treasury inflation protected securities As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
treasury inflation protected securities, reaching its most conservative allocation of approximately 25%
global equities on or about its target retirement date.
GoalPath 2030 Aggressive Portfolio
The GoalPath 2030 Aggressive Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a higher risk tolerance and a planned retirement date on or about 2030.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 80% of assets in global
equities, 6% in global fixed income, and 14% in treasury inflation protected securities. As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
treasury inflation protected securities, reaching its most conservative allocation of approximately 60%
global equities on or about its target retirement date.
GoalPath 2030 Moderate Portfolio
The GoalPath 2030 Moderate Portfolio focuses on growth consistent with its target retirement date and, as
it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a moderate risk tolerance and a planned retirement date on or about 2030.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 72% of assets in global
equities, 9% in global fixed income, and 19% in treasury inflation protected securities. As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
16
treasury inflation protected securities, reaching its most conservative allocation of approximately 50%
global equities on or about its target retirement date.
GoalPath 2030 Conservative Portfolio
The GoalPath 2030 Conservative Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a lower risk tolerance and a planned retirement date on or about 2030.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 59% of assets in global
equities, 13% in global fixed income, and 28% in treasury inflation protected securities. As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
treasury inflation protected securities, reaching its most conservative allocation of approximately 25%
global equities on or about its target retirement date.
GoalPath 2040 Aggressive Portfolio
The GoalPath 2040 Aggressive Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a higher risk tolerance and a planned retirement date on or about 2040.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 94% of assets in global
equities, 6% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 60% global equities on or about its target retirement date.
GoalPath 2040 Moderate Portfolio
The GoalPath 2040 Moderate Portfolio focuses on growth consistent with its target retirement date and, as
it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a moderate risk tolerance and a planned retirement date on or about 2040.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 93% of assets in global
equities, 7% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
17
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 50% global equities on or about its target retirement date.
GoalPath 2040 Conservative Portfolio
The GoalPath 2040 Conservative Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a lower risk tolerance and a planned retirement date on or about 2040.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 86% of assets in global
equities, 14% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 25% global equities on or about its target retirement date.
GoalPath 2050 Aggressive Portfolio
The GoalPath 2050 Aggressive Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a higher risk tolerance and a planned retirement date on or about 2050.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 60% global equities on or about its target retirement date.
GoalPath 2050 Moderate Portfolio
The GoalPath 2050 Moderate Portfolio focuses on growth consistent with its target retirement date and, as
it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a moderate risk tolerance and a planned retirement date on or about 2050.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
18
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 50% global equities on or about its target retirement date.
GoalPath 2050 Conservative Portfolio
The GoalPath 2050 Conservative Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a lower risk tolerance and a planned retirement date on or about 2050.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 25% global equities on or about its target retirement date.
GoalPath 2060 Aggressive Portfolio
The GoalPath 2060 Aggressive Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a higher risk tolerance and a planned retirement date on or about 2060.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 60% global equities on or about its target retirement date.
GoalPath 2060 Moderate Portfolio
The GoalPath 2060 Moderate Portfolio focuses on growth consistent with its target retirement date and, as
it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a moderate risk tolerance and a planned retirement date on or about 2060.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
19
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 50% global equities on or about its target retirement date.
GoalPath 2060 Conservative Portfolio
The GoalPath 2060 Conservative Portfolio focuses on growth consistent with its target retirement date and,
as it approaches its target date, management of retirement income risk. It seeks to allocate between fixed
income and equity growth investments to balance income risk management against the opportunity to grow
expected retirement income. The overall effect of interest rate fluctuations and equity market performance
may impact the ability to achieve a desired level of retirement income. The portfolio may be appropriate
for investors with a lower risk tolerance and a planned retirement date on or about 2060.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 25% global equities on or about its target retirement date.
GoalPath 2020 Aggressive Enhanced Index Portfolio
The GoalPath 2020 Aggressive Enhanced Index Portfolio focuses on growth consistent with its target
retirement date and, as it approaches its target date, management of retirement income risk. It seeks to
allocate between enhanced index fixed income and enhanced index equity growth investments to balance
income risk management against the opportunity to grow expected retirement income. An “enhanced
index” fund is a fund that seeks to enhance the returns of an index by using active management to modify
the weights of holdings for additional return. The overall effect of interest rate fluctuations and equity
market performance may impact the ability to achieve a desired level of retirement income. The portfolio
may be appropriate for investors with a higher risk tolerance and a planned retirement date on or about
2020.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 67% of assets in global
equities, 2% in global fixed income, and 31% in treasury inflation protected securities. As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
treasury inflation protected securities, reaching its most conservative allocation of approximately 60%
global equities on or about its target retirement date.
GoalPath 2020 Moderate Enhanced Index Portfolio
The GoalPath 2020 Moderate Enhanced Index Portfolio focuses on growth consistent with its target
retirement date and, as it approaches its target date, management of retirement income risk. It seeks to
allocate between enhanced index fixed income and enhanced index equity growth investments to balance
income risk management against the opportunity to grow expected retirement income. An “enhanced
index” fund is a fund that seeks to enhance the returns of an index by using active management to modify
the weights of holdings for additional return. The overall effect of interest rate fluctuations and equity
market performance may impact the ability to achieve a desired level of retirement income. The portfolio
may be appropriate for investors with a moderate risk tolerance and a planned retirement date on or about
2020.
20
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 51% of assets in global
equities, 3% in global fixed income, and 46% in treasury inflation protected securities. As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
treasury inflation protected securities, reaching its most conservative allocation of approximately 50%
global equities on or about its target retirement date.
GoalPath 2020 Conservative Enhanced Index Portfolio
The GoalPath 2020 Conservative Enhanced Index Portfolio focuses on growth consistent with its target
retirement date and, as it approaches its target date, management of retirement income risk. It seeks to
allocate between enhanced index fixed income and enhanced index equity growth investments to balance
income risk management against the opportunity to grow expected retirement income. An “enhanced
index” fund is a fund that seeks to enhance the returns of an index by using active management to modify
the weights of holdings for additional return. The overall effect of interest rate fluctuations and equity
market performance may impact the ability to achieve a desired level of retirement income. The portfolio
may be appropriate for investors with a lower risk tolerance and a planned retirement date on or about
2020.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 32% of assets in global
equities, 3% in global fixed income, and 65% in treasury inflation protected securities As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
treasury inflation protected securities, reaching its most conservative allocation of approximately 25%
global equities on or about its target retirement date.
GoalPath 2030 Aggressive Enhanced Index Portfolio
The GoalPath 2030 Aggressive Enhanced Index Portfolio focuses on growth consistent with its target
retirement date and, as it approaches its target date, management of retirement income risk. It seeks to
allocate between enhanced index fixed income and enhanced index equity growth investments to balance
income risk management against the opportunity to grow expected retirement income. An “enhanced
index” fund is a fund that seeks to enhance the returns of an index by using active management to modify
the weights of holdings for additional return. The overall effect of interest rate fluctuations and equity
market performance may impact the ability to achieve a desired level of retirement income. The portfolio
may be appropriate for investors with a higher risk tolerance and a planned retirement date on or about
2030.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 80% of assets in global
equities, 6% in global fixed income, and 14% in treasury inflation protected securities. As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
treasury inflation protected securities, reaching its most conservative allocation of approximately 60%
global equities on or about its target retirement date.
GoalPath 2030 Moderate Enhanced Index Portfolio
21
The GoalPath 2030 Moderate Enhanced Index Portfolio focuses on growth consistent with its target
retirement date and, as it approaches its target date, management of retirement income risk. It seeks to
allocate between enhanced index fixed income and enhanced index equity growth investments to balance
income risk management against the opportunity to grow expected retirement income. An “enhanced
index” fund is a fund that seeks to enhance the returns of an index by using active management to modify
the weights of holdings for additional return. The overall effect of interest rate fluctuations and equity
market performance may impact the ability to achieve a desired level of retirement income. The portfolio
may be appropriate for investors with a moderate risk tolerance and a planned retirement date on or about
2030.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 72% of assets in global
equities, 9% in global fixed income, and 19% in treasury inflation protected securities. As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
treasury inflation protected securities, reaching its most conservative allocation of approximately 50%
global equities on or about its target retirement date.
GoalPath 2030 Conservative Enhanced Index Portfolio
The GoalPath 2030 Conservative Enhanced Index Portfolio focuses on growth consistent with its target
retirement date and, as it approaches its target date, management of retirement income risk. It seeks to
allocate between enhanced index fixed income and enhanced index equity growth investments to balance
income risk management against the opportunity to grow expected retirement income. An “enhanced
index” fund is a fund that seeks to enhance the returns of an index by using active management to modify
the weights of holdings for additional return. The overall effect of interest rate fluctuations and equity
market performance may impact the ability to achieve a desired level of retirement income. The portfolio
may be appropriate for investors with a lower risk tolerance and a planned retirement date on or about
2030.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 59% of assets in global
equities, 13% in global fixed income, and 28% in treasury inflation protected securities. As the portfolio’s
target date approaches the global equities and fixed income allocation will be reduced and allocated to
treasury inflation protected securities, reaching its most conservative allocation of approximately 25%
global equities on or about its target retirement date.
GoalPath 2040 Aggressive Enhanced Index Portfolio
The GoalPath 2040 Aggressive Enhanced Index Portfolio focuses on growth consistent with its target
retirement date and, as it approaches its target date, management of retirement income risk. It seeks to
allocate between enhanced index fixed income and enhanced index equity growth investments to balance
income risk management against the opportunity to grow expected retirement income. An “enhanced
index” fund is a fund that seeks to enhance the returns of an index by using active management to modify
the weights of holdings for additional return. The overall effect of interest rate fluctuations and equity
market performance may impact the ability to achieve a desired level of retirement income. The portfolio
may be appropriate for investors with a higher risk tolerance and a planned retirement date on or about
2040.
22
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 94% of assets in global
equities, 6% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 60% global equities on or about its target retirement date.
GoalPath 2040 Moderate Enhanced Index Portfolio
The GoalPath 2040 Moderate Enhanced Index Portfolio focuses on growth consistent with its target
retirement date and, as it approaches its target date, management of retirement income risk. It seeks to
allocate between enhanced index fixed income and enhanced index equity growth investments to balance
income risk management against the opportunity to grow expected retirement income. An “enhanced
index” fund is a fund that seeks to enhance the returns of an index by using active management to modify
the weights of holdings for additional return. The overall effect of interest rate fluctuations and equity
market performance may impact the ability to achieve a desired level of retirement income. The portfolio
may be appropriate for investors with a moderate risk tolerance and a planned retirement date on or about
2040.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 93% of assets in global
equities, 7% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 50% global equities on or about its target retirement date.
GoalPath 2040 Conservative Enhanced Index Portfolio
The GoalPath 2040 Conservative Enhanced Index Portfolio focuses on growth consistent with its target
retirement date and, as it approaches its target date, management of retirement income risk. It seeks to
allocate between enhanced index fixed income and enhanced index equity growth investments to balance
income risk management against the opportunity to grow expected retirement income. An “enhanced
index” fund is a fund that seeks to enhance the returns of an index by using active management to modify
the weights of holdings for additional return. The overall effect of interest rate fluctuations and equity
market performance may impact the ability to achieve a desired level of retirement income. The portfolio
may be appropriate for investors with a lower risk tolerance and a planned retirement date on or about
2040.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 86% of assets in global
equities, 14% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 25% global equities on or about its target retirement date.
GoalPath 2050 Aggressive Enhanced Index Portfolio
23
The GoalPath 2050 Aggressive Enhanced Index Portfolio focuses on growth consistent with its target
retirement date and, as it approaches its target date, management of retirement income risk. It seeks to
allocate between enhanced index fixed income and enhanced index equity growth investments to balance
income risk management against the opportunity to grow expected retirement income. An “enhanced
index” fund is a fund that seeks to enhance the returns of an index by using active management to modify
the weights of holdings for additional return. The overall effect of interest rate fluctuations and equity
market performance may impact the ability to achieve a desired level of retirement income. The portfolio
may be appropriate for investors with a higher risk tolerance and a planned retirement date on or about
2050.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 60% global equities on or about its target retirement date.
GoalPath 2050 Moderate Enhanced Index Portfolio
The GoalPath 2050 Moderate Enhanced Index Portfolio focuses on growth consistent with its target
retirement date and, as it approaches its target date, management of retirement income risk. It seeks to
allocate between enhanced index fixed income and enhanced index equity growth investments to balance
income risk management against the opportunity to grow expected retirement income. An “enhanced
index” fund is a fund that seeks to enhance the returns of an index by using active management to modify
the weights of holdings for additional return. The overall effect of interest rate fluctuations and equity
market performance may impact the ability to achieve a desired level of retirement income. The portfolio
may be appropriate for investors with a moderate risk tolerance and a planned retirement date on or about
2050.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 50% global equities on or about its target retirement date.
GoalPath 2050 Conservative Enhanced Index Portfolio
The GoalPath 2050 Conservative Enhanced Index Portfolio focuses on growth consistent with its target
retirement date and, as it approaches its target date, management of retirement income risk. It seeks to
allocate between enhanced index fixed income and enhanced index equity growth investments to balance
income risk management against the opportunity to grow expected retirement income. An “enhanced
index” fund is a fund that seeks to enhance the returns of an index by using active management to modify
the weights of holdings for additional return. The overall effect of interest rate fluctuations and equity
market performance may impact the ability to achieve a desired level of retirement income. The portfolio
may be appropriate for investors with a lower risk tolerance and a planned retirement date on or about
2050.
24
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 25% global equities on or about its target retirement date.
GoalPath 2060 Aggressive Enhanced Index Portfolio
The GoalPath 2060 Aggressive Enhanced Index Portfolio focuses on growth consistent with its target
retirement date and, as it approaches its target date, management of retirement income risk. It seeks to
allocate between enhanced index fixed income and enhanced index equity growth investments to balance
income risk management against the opportunity to grow expected retirement income. An “enhanced
index” fund is a fund that seeks to enhance the returns of an index by using active management to modify
the weights of holdings for additional return. The overall effect of interest rate fluctuations and equity
market performance may impact the ability to achieve a desired level of retirement income. The portfolio
may be appropriate for investors with a higher risk tolerance and a planned retirement date on or about
2060.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 60% global equities on or about its target retirement date.
GoalPath 2060 Moderate Enhanced Index Portfolio
The GoalPath 2060 Moderate Enhanced Index Portfolio focuses on growth consistent with its target
retirement date and, as it approaches its target date, management of retirement income risk. It seeks to
allocate between enhanced index fixed income and enhanced index equity growth investments to balance
income risk management against the opportunity to grow expected retirement income. An “enhanced
index” fund is a fund that seeks to enhance the returns of an index by using active management to modify
the weights of holdings for additional return. The overall effect of interest rate fluctuations and equity
market performance may impact the ability to achieve a desired level of retirement income. The portfolio
may be appropriate for investors with a moderate risk tolerance and a planned retirement date on or about
2060.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 50% global equities on or about its target retirement date.
GoalPath 2060 Conservative Enhanced Index Portfolio
25
The GoalPath 2060 Conservative Enhanced Index Portfolio focuses on growth consistent with its target
retirement date and, as it approaches its target date, management of retirement income risk. It seeks to
allocate between enhanced index fixed income and enhanced index equity growth investments to balance
income risk management against the opportunity to grow expected retirement income. An “enhanced
index” fund is a fund that seeks to enhance the returns of an index by using active management to modify
the weights of holdings for additional return. The overall effect of interest rate fluctuations and equity
market performance may impact the ability to achieve a desired level of retirement income. The portfolio
may be appropriate for investors with a lower risk tolerance and a planned retirement date on or about
2060.
The portfolio invests in an allocation of global equities, global fixed income, and treasury inflation
protected securities by investing in mutual funds, collective investment funds, exchange-traded funds and
other pooled investment vehicles. The portfolio will initially allocate approximately 95% of assets in global
equities, 5% in global fixed income, and initially 0% in treasury inflation protected securities. As the
portfolio’s target date approaches the global equities and fixed income allocation will be reduced and
allocated to treasury inflation protected securities, reaching its most conservative allocation of
approximately 25% global equities on or about its target retirement date.
Trustee’s Collective Investment Fund Subadvisor Applicable
Percentage
TOPS® Aggressive Growth Portfolio ValMark Securities Inc. 100%
TOPS® Balanced Portfolio ValMark Securities Inc. 100%
TOPS® Conservative Portfolio ValMark Securities Inc. 100%
TOPS® Growth Portfolio ValMark Securities Inc. 100%
TOPS® Income & Growth Portfolio ValMark Securities Inc. 100%
TOPS® Moderate Growth Portfolio ValMark Securities Inc. 100%
TOPS® Target Portfolio 2020 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2025 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2030 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2035 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2040 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2045 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2050 ValMark Securities Inc. 100%
TOPS® Target Portfolio 2055 ValMark Securities Inc. 100%
26
TOPS® Target Portfolio 2060 ValMark Securities Inc. 100%
TOPS® Target Retirement Income ValMark Securities Inc. 100%
Managed Retirement Conservative Fund Axia Advisory Corporation 100%
Managed Retirement Moderate Fund Axia Advisory Corporation 100%
Managed Retirement Balanced Fund Axia Advisory Corporation 100%
Managed Retirement Growth Fund Axia Advisory Corporation 100%
Managed Retirement Aggressive Fund Axia Advisory Corporation 100%
Managed Retirement Real Asset Fund Axia Advisory Corporation 100%
StarTrack Retirement Income Fund® Rogers Wealth Group 100%
StarTrack 2030 Fund® Rogers Wealth Group 100%
StarTrack 2040 Fund® Rogers Wealth Group 100%
StarTrack 2050 Fund® Rogers Wealth Group 100%
StarTrack 2060 Fund® Rogers Wealth Group 100%
StarCore I Fund® Rogers Wealth Group 100%
StarCore II Fund® Rogers Wealth Group 100%
StarCore III Fund® Rogers Wealth Group 100%
StarCore IV Fund® Rogers Wealth Group 100%
StarCore Global Value Fund® Rogers Wealth Group 100%
StarCore U.S. Fund® Rogers Wealth Group 100%
StarCore International Fund® Rogers Wealth Group 100%
Strategic Target Income Fund Strategies Capital Management 100%
Strategic Target 2015 Fund Strategies Capital Management 100%
Strategic Target 2025 Fund Strategies Capital Management 100%
Strategic Target 2035 Fund Strategies Capital Management 100%
Strategic Target 2045 Fund Strategies Capital Management 100%
Strategic Target 2055 Fund Strategies Capital Management 100%
Strategic Target Risk Growth Fund Strategies Capital Management 100%
27
Strategic Target Risk Moderate Growth Fund Strategies Capital Management 100%
Strategic Target Risk Moderate Fund Strategies Capital Management 100%
Strategic Target Risk Moderately Conservative Fund Strategies Capital Management 100%
Strategic Target Risk Conservative Fund Strategies Capital Management 100%
Retirement Advocate Aggressive Fund Moneta Group Investment Advisors 100%
Retirement Advocate Moderately Aggressive Fund Moneta Group Investment Advisors 100%
Retirement Advocate Moderate Fund Moneta Group Investment Advisors 100%
Retirement Advocate Moderately Conservative Fund Moneta Group Investment Advisors 100%
Retirement Advocate Conservative Fund Moneta Group Investment Advisors 100%
Strategic Roadmap Growth Fund Steele Capital Management, Inc. 100%
Strategic Roadmap Aggressive Fund Steele Capital Management, Inc. 100%
Strategic Roadmap Balanced Fund Steele Capital Management, Inc. 100%
Strategic Roadmap Moderate Fund Steele Capital Management, Inc. 100%
Strategic Roadmap Conservative Fund Steele Capital Management, Inc. 100%
GoalPath 2020 Aggressive Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2020 Moderate Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2020 Conservative Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2030 Aggressive Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2030 Moderate Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2030 Conservative Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2040 Aggressive Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2040 Moderate Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2040 Conservative Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2050 Aggressive Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2050 Moderate Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2050 Conservative Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2060 Aggressive Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2060 Moderate Portfolio Two West Capital Advisors, LLC 100%
28
GoalPath 2060 Conservative Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2020 Aggressive Enhanced Index Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2020 Moderate Enhanced Index Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2020 Conservative Enhanced Index Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2030 Aggressive Enhanced Index Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2030 Moderate Enhanced Index Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2030 Conservative Enhanced Index Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2040 Aggressive Enhanced Index Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2040 Moderate Enhanced Index Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2040 Conservative Enhanced Index Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2050 Aggressive Enhanced Index Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2050 Moderate Enhanced Index Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2050 Conservative Enhanced Index Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2060 Aggressive Enhanced Index Portfolio Two West Capital Advisors, LLC 100%
GoalPath 2060 Moderate Enhanced Index Portfolio
Two West Capital Advisors, LLC 100%
GoalPath 2060 Conservative Enhanced Index Portfolio
Two West Capital Advisors, LLC 100%
29
APPENDIX B
TO THE
DECLARATION OF TRUST
ESTABLISHING THE MATRIX TRUST COMPANY
COLLECTIVE INVESTMENT FUNDS FOR EMPLOYEE BENEFIT PLANS
Description of Fees and Share Classes
I. Share Class Overview
With respect to a Class of Units of a Fund (each a “Class” or “Share Class”), each Unit shall be of equal
value to every other Unit of the same Class. Each Unit of a Class of a Fund shall represent an undivided
proportionate interest in all the assets of the Fund. The fact that a Fund shall have been established and
designated without any specific establishment or designation of Classes, or that a Fund shall have more
than one established and designated Class, shall not limit the authority of the Trustee, in its sole discretion
and at any time, to subsequently establish and designate separate Classes, or one or more additional
Classes, of said Fund. As of any Valuation Date, the Trustee, in its sole discretion, may make a uniform
change in the Units of any Class of any Fund 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 shall not thereby be changed.
The Trustee charges a fee for its services in managing and administering each Fund (“Trustee Fee”). The
Trustee Fee accrues on a daily basis, is payable monthly in arrears and is charged directly to each Fund.
As disclosed in further detail below, the distinction between each Share Class is based upon the manner
in which such Trustee Fee is allocated to pay for services provided to the Trustee or to a participating plan.
II. Fee Descriptions
A. Managed Retirement Funds (subadvised by Axia Advisory Corporation)
Share Class I. The total Trustee Fee paid to the Trustee will be 0.08% per annum of total assets
held in each Share Class I Fund.
Share Class II. The total Trustee Fee paid to the Trustee will be 0.33% per annum of total assets
held in each Share Class II Fund. A portion of the Trustee Fee, 0.25%, will be paid to a qualified
custodian for unit holder servicing and administrative services. Such services may include, but
are not limited to, recordkeeping, unit holder communication, transmission of purchase and
redemption orders, and other services with respect to the administration of units of each Fund.
Trustee may serve as such a qualified custodian, in which case the 0.25% will be paid directly to
the accounts of Participating Trusts.
B. Strategic Target Funds and Strategic Target Risk Funds (subadvised by Strategies
Capital Management)
The Trustee will charge an annual Trustee Fee, based on the total assets of each Fund, as
follows:
Total Fund Assets Annual Trustee Fee
30
$0 - $100,000,000 0.40%
$100,000,001 - $200,000,000 0.37%
$200,000,001 - $300,000,000 0.34%
$300,000,001 - $400,000,000 0.32%
$400,000,001 - $500,000,000 0.31%
$500,000,001 - And Above Negotiated
The total Trustee Fee paid to Trustee will be the fee indicated in the above chart. This fee will
accrue on a daily basis and be payable monthly in arrears. The Trustee’s fee will be charged
directly to the particular Fund to which it applies. The Subadvisor will receive a fee of 25 basis
points (0.25%) for services to the Trustee, which the Subadvisor may either retain or pass onto a
qualified custodian for unitholder servicing and administrative services as directed by the Plan
Sponsor. Such unitholder and administrative services may include, but are not limited to,
recordkeeping, unitholder communication, transmission of purchase and redemption orders, and
other services with respect to the administration of units of each Fund.
C. StarPath Funds (subadvised by Rogers Wealth Group)
The total Trustee Fee will be as follows for each Fund:
Trustee
Fee
Sub Advisor/Unitholder Servicing
Fee
Fund Assets
0.50% 0.42% Up to $400,000,000
0.50% 0.43% $400,000,001 - $500,000,000
0.50% 0.45% $500,000,001 - $750,000,000
The total Trustee Fee will be paid as indicated in the above chart. The Subadvisor Fee, as indicated
in the chart above will be paid out of the Trustee fee either to the subadvisor or to a qualified
custodian for unit holder servicing and administrative services. Such services may include, but
are not limited to, recordkeeping, unit holder communication, transmission of purchase and
redemption orders, and other services with respect to the administration of units of each Fund.
Trustee may serve as such a qualified custodian, in which case the qualified custodian fee will be
paid directly to the accounts of Participating Trusts.
D. Strategic Roadmap Funds (subadvised by Steele Capital
Management, Inc.)
The Trustee will charge a Trustee Fee with respect to each of the Funds of:
Strategic Roadmap Portfolios
Share Class I
Annual Trustee Fee
Share Class II
Annual Trustee Fee
31
Strategic Roadmap Conservative 0.04% Total
0.20% Total 0.04% Trustee
0.16 Qualified Custodian
Strategic Roadmap Moderate 0.04% Total
0.172% Total 0.04% Trustee
0.132% Qualified Custodian
Strategic Roadmap Balanced 0.04% Total
0.134% Total 0.04% Trustee
0.094% Qualified Custodian
Strategic Roadmap Growth 0.04% Total
0.095% Total 0.04% Trustee
0.055% Qualified Custodian
Strategic Roadmap Aggressive 0.04% Total
0.052% Total 0.04% Trustee
0.012% Qualified Custodian
The Trustee Fee is charged per annum based on total assets held in each Fund. This fee will accrue
on a daily basis and is payable monthly in arrears. The Trustee Fee will be charged directly to the
particular Fund.
Share Class I – The total Trustee Fee is indicated in the above chart for total assets held in Share
Class I for each Fund. The total fee paid to Trustee will be 0.04% per annum of total assets held
in each Share Class I Fund.
Share Class II – The total Trustee Fee is indicated in the above chart for total assets held in Share
Class II for each Fund. A portion of the Trustee Fee, indicated in the chart, will be paid as a
qualified custodian fee for unitholder servicing and administrative services as directed by the Plan
Sponsor. Such unitholder and administrative services may include but are not limited to,
recordkeeping, unitholder communication, transmission of purchase and redemption orders, and
other services with respect to the administration of units of each Fund. The Trustee may serve as
a qualified custodian, in which case the qualified custodian fee will be paid directly to the accounts
of Participating Trusts.
E. Retirement Advocate Funds (subadvised by Moneta Group)
The total Trustee Fee paid to Trustee per annum of total assets held in each Fund is listed below.
This fee will accrue on a daily basis and is payable monthly in arrears.
Retirement Advocate Conservative Fund 0.03%
Retirement Advocate Moderately Conservative Fund 0.03%
Retirement Advocate Moderate Fund 0.03%
Retirement Advocate Moderately Aggressive Fund 0.03%
Retirement Advocate Aggressive Fund 0.03%
F. TOPs® Strategic Allocation Portfolios (subadvised by Valmark Advisers)
The Trustee will charge a Trustee Fee with respect to each of the Funds of:
32
TOPS® Portfolios Share Class I
Annual Trustee Fee
Share Class II
Annual Trustee Fee
TOPS® Aggressive Growth Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Balanced Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Conservative Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Growth Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Income & Growth Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Moderate Growth Portfolio .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2020 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2025 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2030 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2035 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2040 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2045 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2050 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2055 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Portfolio 2060 .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
TOPS® Target Retirement Income .06% Total
.03% Trustee
.03% Qualified Custodian
.03% Total
33
The Trustee Fee is charged per annum based on total assets held in each Fund. This fee will accrue
on a daily basis and is payable monthly in arrears. The Trustee Fee will be charged directly to the
particular Fund.
Share Class I – The total Trustee Fee is indicated in the above chart for total assets held in Share
Class I for each Fund. A portion of the Trustee Fee, indicated in the chart, will be paid as a
qualified custodian fee for unitholder servicing and administrative services as directed by the Plan
Sponsor. Such unitholder and administrative services may include but are not limited to,
recordkeeping, unitholder communication, transmission of purchase and redemption orders, and
other services with respect to the administration of units of each Fund. The Trustee may serve as
a qualified custodian, in which case the qualified custodian fee will be paid directly to the accounts
of Participating Trusts.
Share Class II – The total Trustee Fee is indicated in the above chart for total assets held in Share
Class II for each Fund. The total fee paid to Trustee will be 0.03% per annum of total assets held
in each Share Class II Fund.
G. GoalPath Portfolios (subadvised by Two West Capital Advisors, LLC)
The Trustee will charge each collective investment fund an annual Trustee Fee, based on the net
assets of each such CIF, as follows:
Net CIF Assets Share Class I Share Class II
$0 - $1,000,000,000 0.06% 0.16%
$1,000,000,001 – and above 0.04% 0.14%
Share Class I
The total Trustee Fee paid to Trustee will be the fee indicated in the above chart for net assets held
in Share Class I for each CIF. This fee will accrue on a daily basis and be payable monthly in
arrears. The Trustee’s fee will be charged directly to the particular CIF to which it applies.
Share Class II
The total Trustee Fee paid to Trustee is indicated in the above chart for net assets held in each
Share Class II Fund. This fee will accrue on a daily basis and be payable monthly in arrears. The
Trustee’s fee will be charged directly to the particular Fund. The Trustee will pay an annual fee
of 10 basis points (0.10%) on the Share Class II assets to the Subadvisor for services to the Trustee
in respect of this share class.
Audit Expenses
As required by the Declaration of Trust, at least once during each period of twelve (12) months,
the Trustee shall cause an appropriate independent audit to be made of the CIFs. The reasonable
compensation and expenses of the auditors for their services may be charged to the CIFs or
otherwise paid as directed by the Trustee. For audit year ending May 31, 2019, the trustee agrees
to pay all audit expense for the CIFs For subsequent years, the CIFs will accrue and pay audit fees
from fund assets, up to but not exceeding 5bps (.05%) of the net assets per portfolio. In the event
34
the CIFs are not able to pay all or a portion of the associated audit cost, the Subadvisor agrees to
pay the amount not covered by each CIF.
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