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to Ism terms of Ilia Instrument Any uh the Inrslees uely ire
<br />lernoved Ire cause. by a vole of it malouly of the Public
<br />Employers.
<br />(b) Each Public Employee Trustee shall resignlosot hot position
<br />as T1tlsiee within sixty days of Ilse data oil whIC11110015110 ceases
<br />to be a fu11•bme employee of it Public Employer.
<br />SECTION 35. Vacancies Ine term of office of a Trustee shall
<br />Ieonaale and a vacancy slmlf occur ul the event of Ilia death,
<br />Ieslgnatlon, removal, adjudwalud Incompetence Of other Irlcall7elly 10
<br />pedul ni the dubos of Ibn, olhce of a Truslea. to Inn case ul it vacancy. Ihe.
<br />remaining Trusloes ehapl appoint such personas They in filet diseref ion
<br />shall sell III (subject to Ihe Inndallons 501101111 nl this Secl'on). to solve
<br />lot Ilia unexpired portion of the Tenn of the Tfusleu who has resigned ur
<br />otherwise ceased to be a Trustee The appointment shall be made by a
<br />wunen Instillment signed by a majority of Ilia Trustees. Tire Person
<br />,Ilglnmled IIIIISI to the 5aI1w type of Tnrdsre (Ia., Public Employee
<br />Inlslee or ICMA RC Trustee) as Ilia person who has ce,150 to bit a
<br />Itubtet. An dpPmnlmunl of a Trustee may be ntado m pnticlpatlon of a
<br />vacancy It occur at a later date by Leeson of retnement or resignation,
<br />pllnul011Ihal m"11.Il'ixnlillociil sllllttnotbecunleellnetnepuol tosueh
<br />ietnwncnl ,, resypialmn Whenever a vacancy in the number of
<br />hush:ns shag a,.rm. unit Such vacancy 15 Imerl as plovulno in this
<br />Section 3 5. Inc Truslces ul office, rogardless of their number, shall have
<br />all Ihu puwals glinted to Ihu Lushes and shall disehmgeall fill, duties
<br />Imposed upon the Trustees by this Declaration A written instrument
<br />certifying the existence of such vacancy signed by a majority of Ilia
<br />Trustees shall be conclusive evidence of file existence of such vacancy.
<br />SECTION 3.6. Trustees Solve in Ileptesentalive Capacity. By
<br />execuling this Doclaration, oath Public Employer agrees that the Public
<br />Employee Trustees elected by the Public Employers are authorized to
<br />art as agents and representatives of the Public Employers collectively.
<br />ARTICLE IV. Powers of Trustees
<br />SECTION 4 I. General Powers. The Trustees shall have the power to
<br />conduct the business of Ihu Trust and to citify on its operations. Such
<br />power shall include, but shall nil be herded to. the power to:
<br />(a) receive the Trust Properly tram the Public Employers or from
<br />a Trustee of any Employer Trust;
<br />(b) enter into a contract with an Investment Adviser providing.
<br />among other filings, for the establishment and operation of the
<br />Portfolios. selection of the Guaranteed Investment Contracts in
<br />which the Trust Properly may be invested. selection of other
<br />investments lot the Trust Properly and the payment of reasonable
<br />lees to the Investment Adviser and to any sub -investment adviser
<br />retained by the Investment Adviser;
<br />(e) 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 Properly in the Portfolios, Ilia
<br />Guaranteed Investment Contracts and in any other investment
<br />recommended by the Investment Adviser, provided that it a
<br />Public Employer has directed that its monies be invested in
<br />specified Portfolios of In a Guaranteed Investment Contract, the
<br />Trustees of the Retirement Trust shall invest such monies in
<br />accordance with such directions:
<br />(a) keep such portion of the Trust Properly in cash or cash
<br />balances as the Trustees• from time to time. may doom lobe in [he
<br />best interest of the Retirement Trust created hereby, without
<br />liability lot Interest 111CM011,
<br />(q accept and retain lot such lime as they may deem advisable
<br />any securities or other properly 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 />III) cause any se.iritles or other properly held as part of the
<br />Trust Plopedy to be registered in Ilia name of Ihe Retirement
<br />Trust or in the name of a nominee• and to hold any Investments in
<br />bearel lop Ili, but Ifie books and fiords of Ica Tiu ee5 shall at oil
<br />brim:. show Ilmt all slob mvuvlomms ate a part of the Trust
<br />I'inpel ly,
<br />toll topple• execute, acknowledge, and deliver any and all
<br />documents of transfer and conveyance and any and all other
<br />instruments that may be necessary of appropriate to carry
<br />powers herein granted;
<br />p) vote upon tiny stock. bonds, or other sacunhes; giv0
<br />or special proxies or powers of attorney with of without power 01
<br />substitution, exorcise any conversion privileges. subscription
<br />rights, or other options, and make any payments incidental
<br />thereto. oppose, of consent to, or o:herwisu participate in,
<br />cogiorate reorganizations or other changes affecting corporate
<br />securities. and delegate discretionary powers• and pay any
<br />assessments of charges in connection therewith; and generally
<br />exemele any of file powers of an owner with respect to stocks,
<br />bond:. sucuulu , or nlhet properly field as part of the Trust
<br />Plel"illy.
<br />Ip enter ono 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 IIIC provision of administrative services;
<br />(k) borrow or raise money for the purpose of the Retirement
<br />Trust m 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 />(1) incur reasonable expenses as required for the operation of the
<br />Retirement Trust and deduct such expenses from the Trust
<br />Properly;
<br />(m) pay expenses properly allocable to the Trust Properly
<br />incurred in connection with the Deferred Compensation Pia r
<br />Ito Employer Trusts and deduct such expenses from that
<br />of the Trust Property beneficially owned by the Public EffV
<br />to whom such expenses are properly allocable;
<br />(n) pay out of the Trust Properly all real and personal property
<br />taxes, income taxes and other lazes of any and all kindswhich, In
<br />the opinion of the Trustees, are properly levied, or assessed
<br />under existing or future laws upon, or in respect of, the Trust
<br />Properly and allocate any such taxes to the appropriate accounts;
<br />(o) adopt. amend and repeal the ByI.nws,provided lhatsuchBy-
<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 />Stich officers, agents, employees, auditors and attorneys es'Ihe
<br />Trustees may select. provided that the Trustees may not delegate
<br />the powers set forth in paragraphs (b), (a) and (a) of this Section
<br />4 1 and may not delegate any powers if such delegation would
<br />v dale their fiduciary duties;
<br />(I) 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 separateacco
<br />each Public Employer or Employer Trust and such ad
<br />separate accounts as are required under, and consistonlwilh, a
<br />Deterred Compensation Plan of each Public Employer; and
<br />
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