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<br /> to the terms of the instrument. Any of the Trustees may be times show that all such investments are a part of the Trust
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<br /> removed for cause, by a vote of a majority of the Public Property;
<br /> Employers. (h) make, execute, acknowledge, and deliver any and all
<br /> (b) Each Public Employee Trustee shall resign his or her position documents of transfer and conveyance and any and all other
<br /> as Trustee within sixty days of the date on which he or she ceases instruments that may be necessary or appropriate to carry out the
<br /> to be a full-time employee of a Public Employer. powers herein granted;
<br /> SECTION 3.5. Vacancies. The term of office of a Trustee shall (i) vote upon any stock, bonds,or other securities;give general
<br /> terminate and a vacancy shall occur in the event of the death, or special proxies or powers of attorney with or without power of
<br /> resignation, removal,adjudicated incompetence or other incapacity to substitution; exercise any conversion privileges, subscription
<br /> perform the duties of the office of a Trustee.In the case of a vacancy,the rights, or other options, and make any payments incidental
<br /> remaining Trustees shall appoint such person as they in their discretion thereto; oppose, or consent to, or otherwise participate in,
<br /> shall see fit (subject to the limitations set forth in this Section),to serve corporate reorganizations or other changes affecting corporate
<br /> for the unexpired portion of the term of the Trustee who has resigned or securities, and delegate discretionary powers, and pay any
<br /> otherwise ceased to be a Trustee.The appointment shall be made by a assessments or charges in connection therewith; and generally
<br /> written instrument signed by a majority of the Trustees. The person exercise any of the powers of an owner with respect to stocks,
<br /> appointed must be the same type of Trustee (i.e., Public Employee bonds, securities or other property held as part of the Trust
<br /> Trustee or ICMA/RC Trustee) as the person who has ceased to be a Property;
<br /> Trustee.An appointment of a Trustee may be made in anticipation of a (j) enter into contracts or arrangements for goods or services
<br /> vacancy to occur at a later date by reason of retirement or resignation, required in connection with the operation of the Retirement
<br /> provided that such appointment shall not become effective prior to such Trust,including,but not limited to,contracts with custodians and
<br /> retirement or resignation. Whenever a vacancy in the number of contracts for the provision of administrative services;
<br /> Trustees shall occur, until such vacancy is filled as provided in this (k) borrow or raise money for the purpose of the Retirement
<br /> Section 3.5,the Trustees in office,regardless of their number,shall have Trust in such amount,and upon such terms and conditions,as the
<br /> all the powers granted to the Trustees and shall discharge all the duties Trustees shall deem advisable, provided that the aggregate
<br /> imposed upon the Trustees by this Declaration. A written instrument amount of such borrowings shall not exceed 30%of the value of
<br /> certifying the existence of such vacancy signed by a majority of the the Trust Property. No person lending money to the Trustees
<br /> Trustees shall be conclusive evidence of the existence of such vacancy. shall be bound to see the application of the money lent or to
<br /> SECTION 3.6. Trustees Serve in Representative Capacity. By inquire into its validity, expediency or propriety of any such
<br /> executing this Declaration,each Public Employer agrees that the Public borrowing;
<br /> Employee Trustees elected by the Public Employers are authorized to (I) incur reasonable expenses as required for the operation of the
<br /> act as agents and representatives of the Public Employers collectively. Retirement Trust and deduct such expenses from the Trust
<br /> Property;
<br /> ARTICLE IV. Powers of Trustees (m) pay expenses properly allocable to the Trust Property
<br /> SECTION 4.1. General Powers.The Trustees shall have the power to incurred in connection with the Deferred Compensation Plans or
<br /> conduct the business of the Trust and to carry on its operations.Such the Employer Trusts and deduct such expenses from that portion
<br /> power shall include, but shall not be limited to, the power to: of the Trust Property beneficially owned by the Public Employer
<br /> (a) receive the Trust Property from the Public Employers or from to whom such expenses are properly allocable;
<br /> a Trustee of any Employer Trust; (n) pay out of the Trust Property all real and personal property
<br /> (b) enter into a contract with an Investment Adviser providing, taxes,income taxes and other taxes of any and all kinds which,in
<br /> among other things, for the establishment and operation of the the opinion of the Trustees, are properly levied, or assessed
<br /> Portfolios, selection of the Guaranteed Investment Contracts in under existing or future laws upon, or in respect of, the Trust
<br /> which the Trust Property may be invested, selection of other Property and allocate any such taxes to the appropriate accounts;
<br /> investments for the Trust Property and the payment of reasonable (o) adopt,amend and repeal the By-Laws,provided that such By-
<br /> fees to the Investment Adviser and to any sub-investment adviser Laws are at all times consistent with the terms of this Declaration
<br /> retained by the Investment Adviser; of Trust;
<br /> (c) review annually the performance of the Investment Adviser (p) employ persons to make available interests in the Retirement
<br /> and approve annually the contract with such Investment Adviser; Trust to employers eligible to maintain a deferred compensation
<br /> plan under section 457 of the Internal Revenue Code, as
<br /> (d) invest and reinvest the Trust Property in the Portfolios, the amended;
<br /> Guaranteed Investment Contracts and in any other investment
<br /> recommended by the Investment Adviser, provided that if a (q) issue the Annual Report of the Retirement Trust, and the
<br /> Public Employer has directed that its monies be invested in disclosure documents and other literature used by the
<br /> specified Portfolios or in a Guaranteed Investment Contract,the Retirement Trust;
<br /> Trustees of the Retirement Trust shall invest such monies in (r) make loans, including the purchase of debt obligations,
<br /> accordance with such directions; provided that all such loans shall bear interest at the current
<br /> (e) keep such portion of the Trust Property in cash or cash market rate;
<br /> balances as the Trustees,from time to time,may deem to be in the (s) contract for,and delegate any powers granted hereunder to,
<br /> best interest of the Retirement Trust created hereby, without such officers, agents,employees, auditors and attorneys as the
<br /> liability for interest thereon; Trustees may select,provided that the Trustees may not delegate
<br /> (f) accept and retain for such time as they may deem advisable the powers set forth in paragraphs(b),(c)and(o)of this Section
<br /> any securities or other property received or acquired by them as 4.1 and may not delegate any powers if such delegation would
<br /> Trustees hereunder, whether or not such securities or other violate their fiduciary duties;
<br /> property would normally be purchased as investments here- (t) provide for the indemnification of the officers and Trustees of
<br /> under; the Retirement Trust and purchase fiduciary insurance;
<br /> (g) cause any securities or other property held as part of the (u) maintain books and records,including separate accounts for
<br /> Trust Property to be registered in the name of the Retirement each Public Employer or Employer Trust and such additional
<br /> Trust or in the name of a nominee,and to hold any investments in separate accounts as are required under,and consistent with,the
<br /> bearer form,but the books and records of the Trustees shall at all Deferred Compensation Plan of each Public Employer;and
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