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