ATD LINES recognize that fiduciary responsibility does not end with maximizing return and minimizing risk.

ATD LINES also recognize that economic growth can come at considerable cost to communities and the environment.

ATD LINES believe that rail line community railway transportation efforts can improve mitigate environmental degradation, address issues of social justice and promote healthy rail line communities should be incorporated as part of business and investment decision making. ATD LINES believe that management, directors, personnel and investors should consider these social improvements and railway transportation issues in the pursuit of financial objectives.

ATD LINES believe that in light of the social improvements, environmental and economic challenges of rail line communities, fiduciary responsibility in the coming decades will dictate the integration of prudent financial management practices with principles of environmental rail line stewardship, concern for rail line community railway transportation, and corporate accountability to shareholders and stakeholders alike.

ATD LINES believe that railway transportation has a particular role to play in rail line community economic development process, railway improvements mission not only in terms of the uses of income to fund railway projects and programs, but also in terms of the ends toward which railway transportation projects assets are managed.

ATD LINES believe that it is essential to reduce the dissonance between philanthropic mission and endowment management.

I. INVESTMENT PHILOSOPHY

ATD LINES Railway Improvement mission is to protect and restore rail line community transportation systems and promote a sustainable business railway transportation society by strengthening individuals, institutions and rail line communities pledged to pursuing rail line community railway transportation goals, ATD LINES seek, where possible, to invest assets that:

1. Provide railway freight and passenger commercial solutions to major social transportation and environmental transportation problems;

2. Build corporate culture with concerns for railway transportation environmental impact, equity and rail line community services.

A. ATD LINES EXAMINATION OF:

1. Rail Line Community transportation environmental impact of railway business by its use of materials, generation of waste, and the goods it produces or services it provides

2. Issues of equity within ATD LINES Corporation, particularly with regard to;

II. EXPENSE AND INVESTMENT GOALS

Expense and investment goals of ATD LINES are:

1. To generate income and capital gains necessary to support ATD LINES railway transportation operations and fund its rail line community project over the long-term;

2. To provide capital directly to or own the equity or debt ofATD LINES which further the Railway Business Services and railway operational mission;

3. To avoid investing in non railway projects whose environmental objectives or social impacts contribute to the issues that ATD LINES harmful;

4. To set expense levels based primarily on an assessment of current need and of current and projected investment returns;

5. To preserve, to the extent possible consistent with ATD LINES spending levels, the real (inflation) value of its assets over the long term.

ATD LINES Board of Directors, (acting pro tem) has determined that ATD LINES should be viewed as a perpetual institution. Therefore, investments that have the potential to generate substantial and long-term total returns that offset inflation will be important to pursue.

III. INVESTMENT GUIDELINES

Investment guidelines are based on a 20-year horizon. Interim performance will be monitored as appropriate.

Appreciation and income may be used to finance cash requirements for project grants and operating expenses. Assets may be spent down during periods in which neither appreciation nor income are sufficient to fund project budgets.

ATD LINES assets will be managed by professional money managers that are selected by the "Finance Committee". Assets are allocated in accordance with guidelines set forth by the "Finance Committee" and approved by ATD LINES Board of Directors. Investment managers have discretion to manage the assets in each particular portfolio to best achieve investment objectives and requirements consistent with the social and financial guidelines set forth in ATD LINES Investment Policy. Managers will be monitored on a regular basis.

B. MANAGERS ARE RESPONSIBLE TO:

1. Exercise a high degree of professional care, skill, prudence and diligence in the management of assets under personnel direction;

2. Perform thorough professional analysis and judgment with respect to all investments held in the accounts;

3. Select and dispose of individual securities and related matters;

4. Diversify securities by issuer, industry, geography, type, and maturity of investments, etc.

5. Fully comply with all provisions of any governmental regulations and decisions thereunder dealing with the management and investment of ATD LINES Corporation

6. Cooperate with ATD LINES shareholder activities to extend possible;

IV. ASSET ALLOCATION

A. ATD LINES Assets will be diversified both by asset class:

B. ATD LINES Foreign Debt and Equity Securities may include an allocation to emerging market countries.

C. ATD LINES Emerging Rail Line Community Market , Securities are defined as those issued by companies based in any except the following countries:

D. ATD LINES Emerging Market Allocation may be accomplished via the hiring of managers specializing in emerging markets investing or through an allocation within broad foreign portfolios.

E. ATD LINES Emerging Market Debt Securities should not exceed 20% of the market value of total foreign debt securities. Emerging market equity securities should not exceed 20% of the market value of total emerging market equity securities.

F. ATD LINES does not currently invest in foreign debt securities.

G. ATD LINES Asset Allocation will fall within the following ranges:

V. SCREENING

American Train Destination Lines Corporation, known as ATD LINES views investments as an integrated component of overall mission within the railway industry and rail line communities. Investments are based on sound, professional financial analysis and filtered through screens consistent with and in support of the ATD LINES commitments and mission. Exclusionary screens guide managers on companies and rail lines communities to avoid and inclusions screens guide managers on rail line community projects in which to invest.

ATD LINES domestic and international equity and fixed income asset classes, held in separate accounts, are managed by investment managers, who use railway financial analysis, social and environmental screens that match or are greater than those described in ATD LINES policies, missions, goals and objectives.

ATD LINES also utilizes rail line community socially screened mutual funds. Investments in mutual funds are made even if all of ATD LINES screens are not addressed, provided that the overall orientation of such funds is consistent with ATD LINES missions, policies, goals and objectives.

ATD LINES Managers are free to choose the sources of data needed to apply the screens. Among the firms doing rail line community social investment research are:

Additional sources include reports and information provided by government agencies and advocacy groups and stories found in general, business and trade media. Managers are encouraged to consult with the ATD LINES if there are questions regarding the screens. In certain cases, shares may be owned in a rail line community enterprise that is incompatible with ATD LINES mission. This provides ATD LINES with the option of engaging as an active shareholder with that rail line community business enterprise. In order to avail ATD LINES of a full spectrum of investment diversification, ATD LINES may invest in asset classes where screening is limited or unavailable, including hedge/absolute return funds, venture capital and real estate. To the extent possible, ATD LINES will seek to identify and consider managers in these asset classes who include screening investment processes and/or ensure that such investments are benign in relation to ATD LINES business operation, mission, policies, goals and objectives.

ATD LINES will review the relationship between financial returns and the impact of screening at least once every year or as necessary.

ATD LINES Screening will be employed as follows:

Exclusionary Screens:

1. Enterprises that own and/or operate or involvement in criminal or terrorism activities.

2. Enterprises that rank among the most currently known organizations fostering criminal or terrorism.

3. Enterprises that derive a significant portion of revenue from criminal or terrorism.

Inclusion Screens:

1. Enterprises that demonstrate a commitment to the environment rail line community transportation system partnerships, by participating in recognized environmental sound rail transportation programs. Companies that have a comprehensive and effective environmental rail transportation policy that seeks to reduce any adverse environmental impacts through:

2. Companies that have significantly reduced toxic emissions relative to emission reductions by industry peers.

VI. PROXY VOTING GUIDELINES

TD LINES determination that passive holding of corporate stocks without assessment of the social and environmental, as well as the financial performance of a corporation does not fulfill our obligation as a shareholder.

TD LINES Policy requires each managers, the Interfaith Center on Corporate Responsibility (ICCR) and the Council of Institutional Investors (CII) to inform ATD LINES of shareholder resolutions being considered with corporations in which ATD LINES hold stock.

ATD LINES votes its proxies as follows:

1. When program interests are directly involved, proxies are voted in a manner consistent with them.

2. When a stakeholder resolution deals with a social or environmental issue that is not directly related to ATD LINES program interests, ATD LINES will review each individual case and consult with our grantees, managers and others, as appropriate.

On issues of corporate governance ATD LINES will consult with ICCR, CII, and others, and will vote our proxies according to the following general guidelines:

VII. MONITORS

ATD LINES Finance Committee will monitor the performance of ATD LINES managers on a quarterly basis, with meeting of the whole scheduled at regular intervals.

Issues to be addressed include:

1. Year-to-date and cumulative performance in terms of ATD LINES:

VIII. PERFORMANCE STANDARD

1. Absolute returns should exceed both benchmarks on a three- and five-year rolling basis

2. Risk, as measured by the annualized standard deviation of quarterly returns, should be less than that of the market index over the same three- and five-year rolling periods. Higher volatility is acceptable if the risk-adjusted return, as measured by the sharp ratio, is greater than that of the market index.

Enterprise group manager universe benchmarks are to be composed of professionally managed institutional managers for ATD LINES separate and collective account managers and mutual funds for ATD LINES mutual fund managers. Enterprise group universes are currently provided by (Pending Selection of Consultant) for separate accounts and (Pending Selection) for mutual funds. The market index benchmarks were established in light of ATD LINES financial objectives and long-term expectations for the capital markets and inflation.

IX. MANAGEMENT REVIEW AND TERMINATION

Investment funds may be placed on "watch" status, replaced or terminated whenever the Finance Committee loses confidence in the management of the fund, when the characteristics of the fund are no longer consistent with the fund’s intended role, or the current style is no longer deemed appropriate.

Following are some examples of reasons that may cause the Committee to lose confidence in a fund:

Change In Organizational Structure or Personnel

A significant change in culture through a merger or acquisition that is likely to distort incentives and promote turnover or if the investment team leaves the firm.

Changes In Strategy

If the fund departs from the strategy and/or style that it was originally hired to implement.

Performance

Continued performance shortfalls versus a peer group of funds with a similar style and/or a market index. Performance should be evaluated over at least a three-year period to provide fund management sufficient time to execute its strategy over full market cycles.

The Investment Consultant will provide recommendations relating to the investment funds, which may fall into any one of the following three categories:

1. Retain

The Investment Consultant has confidence in the fund’s ability to add value in the future. The fund’s investment performance is satisfactory and there are no organizational and strategy issues of significant concern.

2. Place on Watch

The fund’s investment performance is not satisfactory and/or issues relating to the organization or strategy are of concern.

3. Terminate

The Investment Consultant does not have confidence in the fund’s ability to add value over a benchmark in the future. In addition, the Investment Consultant may recommend the termination of a fund if there are significant concerns relating to the organization or strategy. If the investment strategy and/or objectives of the Foundation changes, the Committee may terminate a fund that is not managed in a manner consistent with ATD LINES new or existing strategy and objectives.

The Finance Committee will review the Investment Consultant’s recommendation to either place an investment fund on watch or terminate a relationship. Funds will generally be placed on watch status for a period of time before a decision to terminate the relationship is made. There may be, however, circumstances under which the Committee may determine to terminate a fund without placing it on watch first.

A fund may be placed on watch after consideration is given to the following factors:

The watch period may be established for as many as three quarters, for a maximum one-year total watch duration.

1. Within one quarter from the time a fund is placed on watch, the Committee may interview a representative of the fund company to determine if performance is suitably explainable and may continue to watch performance over the remainder of the three quarters watch-period.

2. If at the end of the watch-period, performance has improved to above-benchmark or above-median over a market cycle, the fund may be removed from the watch list.

3. If at the end of the watch period the fund is under-performing both objectives, (in effect, four consecutive rolling time periods of non-compliance) the Committee may:

a. Immediately terminate the fund Begin a search for a replacement fund and extend the watch period

b. Interview the fund company again to determine if performance is suitably explainable and an upward trend in relative performance has developed, or is expected, and continue the watch-period for some specified number of quarters.

A. Committee may also consider the impact of the fund’s style and that style cycles can persist for periods longer than three years;

B. Consistency of performance as represented by rolling three-year performance versus benchmarks and peer groups will be considered. The Committee may also consider a fund’s pattern of past performance in various markets in applying criteria for watch and termination

C. Risk-adjusted returns as represented by the information ratio, relative to an appropriate peer group may be considered in addition to absolute performance.