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Trust Property and allocate any mx:h taxes to the
<br /> appropriate accounts;
<br /> (o) adopt, amend and repeal the bylaws, provided
<br /> that such bylaws are at all times consistent with
<br /> the terms of this Declaration of Trust;
<br /> (p) employ pe _r_~ to make available interests in the
<br /> Retirement Trust to emp4oyers eligible to maintain
<br /> a Deterred C, ompensationPian under Section 457
<br /> or a Qualified Plan under Section 401 of the
<br /> Internal Revenue Code, as amended;
<br /> (q) issue the Annual Report of the Retirement Trust,
<br /> and the di~osure documents and other literature
<br /> used by the Retirement Trust;
<br /> (r) make Ioanl, including the purchase of deb1
<br /> obligations, provided that all such loans shall bear
<br /> interest at the current market rate;
<br /> (a) contract tor, and delegate any poweregranted
<br /> hereunder to, such officers, agents, employees,
<br /> auditors and attorneys as the Trustees may select,
<br /> provided that the Trustees may not delegate the
<br /> powers set forth In paragraphs (b), (c) and (o) of
<br /> this Section 4.1 and may not delegate any powers
<br /> tf such delegation would violate their fiduciary
<br /> duties;
<br /> (t) provide for the indemnification of the Officers and
<br /> Trustees of the Retirement Trust and purchase
<br /> fiduciary insurance;
<br /> (u) maintain books and records, including separate
<br /> accounts for each Public Employer, Public
<br /> Employer Trustee or Employer Trust and such
<br /> additional separate accounts as are required under,
<br /> and consistent with, the Deferred Compensation
<br /> or Qualified plan of each Public Employer; and
<br /> (v) do all such acts, take all such proceedings, and
<br /> exercise all such rights end privileges, although
<br /> not specitically mention herein, as the Trustees
<br /> may deem necessary or appropriate to administer
<br /> the Trust Property and to carry out the purposes of
<br /> the Retirement Trust.
<br /> Section 4.2 Distribution of Trust Property: Distributions
<br /> of the Trust property shall be made to, or on behalf of,
<br /> the Public Employer or Public Employer Trustee, in
<br /> accordance with the terms of the Deferred Compen-
<br /> sation Plans, Qualified Plans or Employer Trusts. The
<br /> Trustees of the Retirement Trust shall be fully protected
<br /> in makingpayments in accordance with the directions
<br /> of the Public Employers, Public Employer Trustees or
<br /> other Trustee of the Employer Trusts without ascer-
<br /> taining whether such payments are in compliance with
<br /> the provision of the Deferred Compensation or Quali-
<br /> fied Plans, or the agreements creating the Employer
<br /> Trusts.
<br /> Section 4.3 Execution of Instruments: The Trustees may
<br /> unanimously designate any one or more of the Trust-
<br /> ees to execute any instrument or document on behalf
<br /> of all, including but not limited to the signing or en-
<br /> dorsement of any check and the signing of any appli-
<br /> cations, insurance and othercontracts, and the'action
<br /> of such designated Trustee or Trustees shall have the
<br /> same force and effect as if taken by all the Trustees.
<br />
<br />ARTICLE V. DUTY OF CARE AND LIABILITY OF
<br />TRUSTEES
<br /> Section 5.1 Duty of Care: In exercising the powers
<br /> hereinbefore granted to the Trustees,.the Trustees
<br /> shall perlorm all acts within their authority for the
<br /> exclusive purpose of providing benefits for the Public
<br /> Employers in connection with Deferred Compensa-
<br /> tion Plans and Public Employer Trustees pursuant to
<br /> Qualified Plans, and shall perform such acts with the
<br /> care, skill, prudence and diligence in the circum-
<br /> stances then prevailing that a prudent person acting in
<br />
<br /> a like capacity and familiar with such matters would
<br /> use in the conduct of an enterprise of a like character
<br /> and with like ~ims.
<br /> Section 5.2 .Li,~blll. ty: ,The Trustees shall not .be liable for.
<br /> any mistake oT judgment or other action taken in goo<]
<br /> faith, and for any action taken or omitted in reliance in
<br /> good faith upon the books of account or other records
<br /> of the Retirement Trust, upon the opinion of counsel,
<br /> or upon reports mede to the Retirement Trust by any
<br /> of its officers, employees or agents or b~, the Invest-
<br /> ment Adviser or any sub-investment adviser, accoun-
<br /> ants,, appraisers or other e_xperts or consultant se.
<br /> ected with reasonable care by the Trustees, officers
<br /> or employees of the Retirement TrueL The Trustees
<br /> shall also not be liable for any loss sustained by the
<br /> Trust Property by reason of any investment made in
<br /> good faith andin acoordance with the standard of care
<br /> set forth in Section 5.1.
<br /> Section 5.3 Bond: No Trustee shall be obligated to give
<br /> any bond or other security for the performance of any
<br /> of his or her duties hereunder.
<br />
<br />ARTICLE VL ANNUAL REPORT TO SHAREHOLDERS
<br /> The Trustees shall an nually submit to the Public Employers
<br />and Public Employer Trustees a written report of the transac-
<br />tions of the Retirement Trust, including financial statements
<br />which shall be certified by independent public accountants
<br />chosen by the Trustees.
<br />
<br />ARTICLE VII. DURATION OR AMENDMENT OF
<br />RETIREMENT TRUST
<br /> Section 7.1 Withdrawal: A Public Employer or Public
<br /> Employer Trustee m ay, at any ti me, withdraw from th is
<br /> Retirement Trust by delivering to the Board of Trust-
<br /> ees a written statement of withdrawal. In such state-
<br /> ment, the Public Employer or Public Employer Trustee
<br /> shall acknowledge that the Trust Property allocable to
<br /> the Public Employer is derived from compensation
<br /> deferred by employees of such Public Employer pur-
<br /> suant to its Deferred Compensation Plan or from
<br /> contributions to the accounts of Employees pursuant
<br /> to a Qualified Plan, and shall designate the financial
<br /> institution to which such property shall be transferred
<br /> by the Trustees of the Retirement Trust or by the
<br /> Trustee of the Employer Trust.
<br /> Section 7.2 Duration: The Retirement Trust shall continue
<br /> until terminated by the vote of a majo. rity of the Public
<br /> Employers, each casting one vote. Upon termination,
<br /> all of the Trust Property shall be paid out to the Public
<br /> Employers, Public Employer Trustees orthe Trustees
<br /> of the Employer Trusts, as appropriate.
<br /> Section 7.3 Amendment: The Retirement Trust may be
<br /> amended by the vote of a majority of the public
<br /> Employers, each casting one vote.
<br /> Section 7.4 Procedure: A resolution to terminate or amend
<br /> the Retirement Trust or to remove a Trustee shall be
<br /> submitted to a vote of the Public Employers if: (i) a
<br /> majority of the Trustees so direct, or; (ii) a petition
<br /> requesting a vote signed by not less that 25 percent of
<br /> the Public Employers, is submitted to the Trustees.
<br />
<br />ARTICLE VIII. MISCELLANEOUS
<br />
<br /> Section 8.1 Governing Law: Except as otherwise re-
<br /> quired by state or local law, this Declaration of Trust
<br /> and the Retirement Trust hereby created shall be
<br /> construed and regulated by the laws of the District of
<br /> Columbia.
<br /> Section 8.2 Counterparts: This Declaration ma), be ex-
<br /> ecuted by the Public Employers and Trustees ~n two or
<br /> more counterparts, each of which shall be deemed an
<br /> original but allof which together shall constitute one
<br /> and the same instrument.
<br />
<br />ICMA RETIREMENT CORPORATION, CORPORATE HEADQUARTERS, 777 NORTH CAPITOL STREET, NE, WASHINGTON, DC 20002-4240
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