HomeMy WebLinkAbout1989.06.05 RESO 1989-0013^
RESOLUTION 89-13
RESOLUTION FOR THE CITY OF HUGO RELATING TO A DEFERRED COMPENSATION
PLAN.
WHEREAS, the City of Hugo has employees rendering valuable services; and
WHEREAS, the establishment of a deferred compensation plan for such
employees serves the interests of the City of Hugo by enabling it to
provide reasonable retirement security for its employees, by providing
increased flexibility in its personnel management system, and by assisting
in the attraction and retention of competent personnel; and
WHEREAS, the City of Hugo has determine that the establishment of a
deferred compensation plan to be administered by the ICMA Retirement
Corporation serves the above objectives; and
WHEREAS, the City of Hugo desires that the investment of funds held under
its deferred compensation plan be administered by the ICMA Retirement
Corporation, and that such funds be held by the ICMA Retirement Trust, a
trust established by public employers for the collective investment of
funds held under their deferred compensation plans and money purchase
retirement plans;
NOW THEREFORE BE IT RESOLVED that the City of Hugo hereby adopts the
deferred compensation plan attached hereto as Appendix A and appoints the
ICMA Retirement Corporation to serve as Administrator thereunder; and
BE IT FURTHER RESOLVED that the City of Hugo hereby executes the
Declaration of Trust of the ICMA Retirement Trust, attached hereto as
Appendix B.
BE IT FURTHER RESOLVED THAT THE City Clerk/Treasurer shall be the
coordinator for this program and shall receive necessary reports, notices,
etc. from the ICMA Retirement Corporation or the ICMA Retirement Trust,
and shall cast, on behalf of the City of Hugo any required votes under the
program. Administrative duties to carry out the plan may be assigned to
the appropriate departments.
Upon roll call the council members voting AYE: McAllister, Jesinski,
Olson, Vail, Atkinson
Upon roll call the council members voting NAY: None
Whereupon said resolution was declaredamd opted this 5th day of
June, 1989. 57
kinon., Mayor
ATTEST: /^
("EMPLOYER')
DEFERRED COMPENSATION PLAN
MTKU L IN l HODNCTtON
The Employer fwebY aa�fid+sc the Emrrploysr>< Oebrrod Oompemeaoon Plan,
hsnimoft inbred b a the'PW►.' The Plan awairas of ft prowisore sat ioM
In this document.
The prinwY purpose of this Plan is b provide WAsm omd inrca and cow
dmed bere0 b the Employees elthe Employer in aoemid- ros wNh the pro-
visions of sector► 457 of the bdr Ramwe Code of 1W m amended.
?tis Plan snit be an apraarerM solely baw m the Employer and pwbeipm-
MTICU L OERMSTIONS
Sof tion 2.01 Account: The boordeapinp aocaxt mambired fair each Par-
ti VM mbc*g ft axmwAative amount of the P+a elpemtf< Defamed Cam
Pte. Dnp wWimmv Wer. losses. or irronaas or deaeaee in
aerbt vaww aaribubWa b @e Empfoyarlt iwmatmers of Me ParoeipaM's
DelemdCampenesoon,anclUter al mlinpmVdatribuWmbfhePama 0m
a Me Ps rbdp*r b Bereliaary and any ba err ar;erea chin apaefst «xh
Conpwmft►•
Section 2.02 Admk*dn t r. The parson or psmsars maned baury out ara
fain nondiecra nary a&nm*Mw tunolions under the ft% as aninMer
daabad The Employe' may remove any person ere Admiriwam upon 00
days advamw:e rr0ooe in wife b such parson, in which came Me Employer
00 reme angor person or p omms to act am Admirietratoc The Admimrw
felon may m@W upon 00 days advance notice in wd" to ft bgft at
in which sae ft Employer 00 mwm ancow person or persona b act a:
#&"* tw
9-etto 12.00 SonaMetary: The pumice wpm em - dn+pread by efe Pea
liciparrt in his doirder Agreement who sat noaivs am :-^s-s payable term
under in the owerrt of the Paraoipw t death.
Sectbn 2A4 Deigned Compenaatbn: TMamount d Nome! Covers*
lion aftwin p%vbb loft Par Boom which fo ParadpamM and fo Employer
wwmuahiy arae b deter tenurdar any arrant redhead b a Paaap ft
Acoorxt by anon d a uareler under Sed'an6ft wow alar armaA which
the Employer apfeam b G" b a Petiapef tt A000i.~
Section 2.06 En*Myee: Any inchi" whe provide servrca for the
Onptoya; vAwf w am anampfoyea dfhe Emp4w a aman iedeperfde r a aim
tractor ani who ha bamn dsWa ad by ft Employer as eNpb e b pmia-
pels in 1lta Pbn.
clion 2A boludbleCowtperration:Its, mofxMdanEmpbysascm.
)enation frau the Employer ben a tax" yaer 00 is mmibueble b eemvioss
�wtormrsd b►toEmployam andtMt isindud�bleintha Employeeliproairrcomre
x Me tawbte veer br federal imroorne tax pxpoaee; eud+tenn does rat itrcAmmk
any amount afe,Nmdable ahem grove inaomwt under this Manor any other pbn
daacribed in section 457(b) dto kMerrrM Raemwa Codt any amcum a cW
ebb tam pros iraomre order racoon 403(W d the IrMerrral Ruverwre Cods
a any other amcumM aeadudable iron pros incofrre br fedefal income tax pus
pore htdudbfe Comperamw acct be dMernrnred wi&W mpsrd fa any
QWM% *Y prop" laws.
APPENDIX A
Section 2.07 Jokdat ABreeme t: An aprawnant embed No ttetvms - an
brocya and t e &npkM ftk4% wV amandmantt or rrrommetiore
•wed. oh opemwt she l be Me sm A d Osbmnd Ca pe -on: qm*j
OF ISO as amrarp the Mveeareet Mwnativam dwipnaMd by Me Empbm
tlsapr+ale ft EmptoyeatN Bamaliciery or 8ensfiebrie& and inoompomab the
forme, oorrAn, and provisars d Me Plan by abnrfoe
Seetiott 2.Oi NommN Compewaation: TM amount doompenmem which
world be pow" b a Partidpant by the Employs for a famMe veer N no
Joinder Aprasment wen in ~ b do* compertsatim under this Pbm
Section 2A0 Notmd fleNna ment ABe: Ape 74 umMas the Pamic"m has
ruched an aNemtle Normal Reanment Ape by wobe imulnxnent dewvend
b the Admtridmatom prior b Separation iron Service A Plamiagams Nomnal
Rstinment Ape dstanrA se W the blest time when humulus may ewwrrenoe
ender Mie Ppm 60few Me Paracipmt conli w a employment Mur Not.
Rstirammnt Ape). and (b) the period during which a Particw t may uMn the
aldt up if *war of Sagan SW homumda Once a Flaft pant ha b any
aafterM uttixed the celcfaup min ftm of Section 502. hie Nomad Ra "mwt
Ape may not be dented.
A Pamope t aNemea Normal Rwwro ret Ape may not be eafW then to
Orli et date tat the Participant wiN became etipble b Mn and weave
uneduoed eaarent lweIs underta Employe); bast nanrrwo pbn om er-
imp the Paraapmt and mey not be ber Bar Me date to Paticipmt aftre
ape 70; M a Pattioiperrt conanws amployrnmt af* afeirft ape 70. not hew
tap pavfously abded an atumite Normal RAW~ Apt go Pancor t s
@Aamre I a Nomel RetinmerM Ape sect not be bbr then to mandowy rairm
went apt N any, afabNehed by the Emp cM or tle ape M which Me Per-
thdperM aduaNy sspaaus aom service Nfo Employer hanorromidawymow
went ape N Me PatiaperM wig rid termer aN&Ae b no" benefits under
a bale eoemert pbn trammod by tie Enployet Me Pamc pa is Menke
Nonnat Refi im% Ape may not ba Bawer tan anairwnw+t d ape 55 and may
not be bbr then the armiment of ape 74
Section 2.10 Partidpm* ft Ennptoyae who ha joined the Men puauamt
to the nequiramerru of Amada IV.
lectiolt 2.11 Man Sar. We pollrde vera
Section 2.12 Hoo nnent: The fro deft upon Mid r both of the to"
04 ave corned wNh respect b a Paioapat: Seperaaom► prom Service and
aNainrent of ape 05
Section 2.12 Sopention km Servlom. Saverarae d to Pafo oma
employment wNh Me Employer which coramum a laparaoon atm wrote
wN 60140r* of reunion 402 (a) 4 (A) (q d to Mlem el Reverwre Code
In general. a Paraapmt duct be da- b he" raced hie ampbyfment
wNhfheEepbyerfapumpoen ftPbnwfwtina000fdaroewlthftosI b
We pedioae d to Emrrployer fhe ampiaprerrt aWkw*Np b oww doW
b have aduaNy lemmina led. In the came of a Pemaapant who it an irrdepem
art owaamior of Me £mnpt w Separation from Service 00 be doffed
b ave ocaxfed when Me Panicipert>z oorMra l under which service an per-
tomrmmad hes compleWy expired and wninaled. thea is no tomaeeable p00-
elWity ftl ft Empbyyw wiN marew the artmad or as m ko a rew on 1 11
for the Paraapertt lfervim amid N is not amtieipaaad the the Pamoapaet wit
IN ma a an Empbyae of the Employee
Awrla.E a
yon SM Dudw of Empioyir: TI» Employs shell Mea to aulho *
esti d discretionary eIa alone afftc I the rim or beneals of Participants
which may bs ro**W in the adrninistntion of this Plan.
•tiectlon SA2 OuMee of AdmarA@Mdor: The AdminisiroW w spent for the
Employer mf W parbrm norbiapetionrry adminpbatiN Mxictiara in oonrats
lion with the Ptah. *olhdrtg the mmalntenaot d Participant' Accowta, the
provision dp W o 9c, tapott on the sh" d each Account and the dh;bmuew
trent d benalb an behaff of the Employer in aooadanoe with the provisions
to this PUn
ARTICLE M MRI7CIMTION N TME PLAN
seP He - 4Ai btilhi FaAklpsttotc M Employee may become a Participm
by enlark inti a Joinder AW"mort prior b the beginning d the a►Nnder
morin in which the Joinder Agreement is to became effective to older mom.
perestion not yet caned•
!action 4.02 Ansndmsnt of Joinder Agnmemtent: A Participant may
amend an rscuiod Joinder Agreement todhange the ammomurt ofcompormw
tion not yet earned which M b bt deleted (ncluft the reduclin d much
*Ane clob W bsro)crib chop his investmentV al a mce(mubjectbsuch
wstniclions as may n * tiom the nature or an. of any inmpmsnt made
by the Employ". Such amendment enol become effective as of the begin
seting d the 1,81 Cie month eorlvMcing ager the dm the amendmerrt is
asaW. A Participant may at any time amend his Jokier Agreement to
dhangiohe deeipnaled Bendoiery. and such amendment enol bmcars effac
fve imroadwely.
MWICLE V. Lit UTATIONS OF OEFERRALs
Secdon SM Nomlaf LbrJUdIon: Eucept at provided in Section 502. the
tthaAnwun anount of Dol med Componalmon for any Participant for any taa
ser shall n ct sensed the taper d 87.500:00 or 33% percent d the Par-
sntt badU*M Camperestion for the taxable yea Tlhi; imtt W WIDOW
by be equivalent to the lesser d 87A00:00 or 25 percent of is Partiaperht's
Olen. Ccmpenhson nh.
IMetton SA2 Oaleft-W LNniledoti: For each of the last tree (3) ramble
yeas of a Parbovent ending t; old tws ataMment of Normal Retirement Ape,
Ow maximW amount d Delmmed Commpe action Mai be the leper of
(t) SISA 0 at (2) tit sum of @ the Normal Limitation for the amble year, and
#Q that portion of the Normal LirrArion for each of the prior taxable years of
yht Participant eommoneitg a«•r ?'u ol;ur+g which the Pru► vitt in
on Vere tions any) duke: .a plan was subject b the imitations
astforth in section 507. err ~ . r. ::at was aipib s to participate into
Pan (or in any other plan eswoma~ce under smrim th 457 of the Internal Revs
met Code by an employer within the same Side as the Empl%" in asap
d the amount of Odemed Compensation for each such prior taxable vast
�nhdudng anhohutt deterred under suchother pion* For purpose drove Sancta
502. a Partiaptnt's Includible Comptnsebon for the current amble year to
bed to include any Deft ned Compo ettion for lhe babe yea in eeops
d the amount permitted under the Normal UrARtion. and t o Pan cipant's
*dudble Compen swon for any prior amble vie Mall be deemed b seclude
any am mixt tel could have been dtMrred under the Namur Linni ation for
such prior amble year:
>tectlott 5A3 section 4M) AnwAMw: For purposes dSectiore SOt ad
502. amounts Contributed by the Employs an behat of a Participant for the
purchase of an arrwutty contract described in section 103(b) of the Nterrel
Atvenuo Cods"los located as ff much amounts Constituted Delertad Com -
0 -Ii-9 nt under tiffs Pion for the taxable year in which the Contribution was
nr^he and shd thereby reduce the madmum amount that may be deterred
nth amble year
secaon GAt Msve Wwd of Defsnted Cagwwo tion: All investments of
Patidpants: Waned Compensation made by the Employer - Iclud 19 ON Prot -
"and f
rot`aband+ with such Wr ohuts and d income attibutabte therotu
Shall be the solo property of the Employer and shall not be held in Iua for
Participants or as colateral security for the AAM met of the Employart 0131911-
f m nuderthe Pte►. Such property thea be subject to the Celine of general
aedbrs d the ErtploM and no ft liogm a Beneficiary shil hose any vested
Inlsrw or secued a prelerred position with tamped to such properly or Mrs
any cairn against the Employer ecept a a general ao*Ax
section SM Cndlttnp of Accounts: The Participant's Pwourht shell teI
1M amount and value of the investments or other property obtained by the
Employer through the investment d the Pantidpw tlr Delerred Compenptiom
E is an6ap•ted that the Employart NvnM wft with l: e, to a Participant
wit conlo nnm b the investment prelerenot mpeciied in the Pa icipantt Joinder
AWeement, but nothing herein Mai be M*rud to require the Employer to
malt any pwkubr investment da Plr*#w tt DsbrW Ctmper Beam Each
Participant shat too" periotic "Ports. not lea *squmrdy then annudy. sthowm►
ing the lher►axrent value of his A counl.
Section 6.03 wansfem- A banels will be accepted from an eipible goo
deterred compensation plan maintained by another employer and etadted
b a Participant's AcCaut under This Pion. The Employer may tagvMe each
doa,meration from the predecessor plan as it deems necessary to dtecar
alt the franeler to confirm that much plan is an eapibk %mite r1mil - tow
pe wation pan within the meaning of section 457 d the lnterrhal Pavenxn Cods;
andlo assure that tranders ata provided for under much pan. Any such trues
tined amount Md not be tnsated me dol rral skim b the irnkmions of
AW* V. a opt that. for purposes of applying the imitations of Section SM
and 502. an amount dek during any axW* year under the plan from
which the t ansler i<aoapbd shall bs treated as t it had been deterred under
this Plan durm much taxable year and compensation paid by the translator
ennployer shall be treed as t It had been paid by the Employes
Section 5.04 Employer LMbUW. M no asnt shd the Employer's bd ty
b pay l , ilk b a PantiapM under Attica VI sicced the value dthe amohuts
credited b the Participant'sAccount: the Employershit not be fable for bees
aiming from depnciotion a ml ittiags into value d cry irwssarrherts acquired
under this Plan.
Batton TAI ReWemsM senMb and section on sepatadon fhtm
Service: Except as otsrwiss provided in this Aside Vi, the tipnibution of
a Participant's Aeoour4 shay commence a dung the second calendar nronth
War the dome of the Plan liar of the Participant's Rebroment. and the *Wo-
bution d such Re6tament henmitm Mea be made in accordance with one of
the payment opbont deet^and in Section 7W. Notwitetandwg the brego
imp. the Padcipant may irrevocably OW within 00 days Wow% separation
*om Service to hoe the distribution d' I , Commence on a date other
them that described in tem pteoeting emntmnoe which is at Mea 80 days alter
the dais such election is delivered in wrbV to the Employer and forwarded
Ito, the Administrator but not tate thew W days after the dose of tee Pion Aar
of the Participant's atioinmtnt of Normal Rstinament Age or Separation from
Strvioe, whichever is bw
section TA2 Payment Options: As provided in Sections 70 and 7A5• a
Participant may elect b hoe the value of hit Account distributed in acca-
danoe with one Of the b &MV payment options. provided that such option
it conmim ll with the imilefts sat bMh in Section 7A3.
1a) Equal monthly. quarterly. amiannual or annual payment; in an amort
Chosen by aro Participant. continuing unlif his Account is eeahauaed:
One lurnp mum tom:
Iq APprownsmY agxW mohthly. %Aft y, semi annual or amid paymea
aladated b continue for a period Pt moms by tee Participant:
(CO Payments equal fo psymenls made bytha immuer do retirement annuity
Poky acquired by the Employer.
(a) Any other payment option aMcUd by the Panliaipant and agreed to bis
the Employes
A Pa *Ow tt leetiorh d e ptytim option mus ba made atMea 30 days
bolas the payment of betheits is to Corm enco 0 a Participant tail; to make
a timely election Of a payment option, be all,, Mea be pad monthly under
option (c) above for a penod of ave years.
Section TA3 Limitation on OpMona: No payment option may be selected
by the Participant under Section 722 unless the present value of the payments
b the Peticipant. dotem W*d as d the date benefits cammenoo. eemeds 50
percm Of the value of the Partecipentt Accohut as Of the date bene'ot
Yninenca Prowl value dolemnlretiorhs oder thio Bastian dell be mhsde
by the ACI.* v& in WWMWM with the axpeced meturnmultiples sal Uth
In are -'m U24Brie Federal Income Tux PAgulabons(or any amoossmorpro-
lion losuch spins sions).
Should1heRmlicipm do
allerhe has bsounbamosive banefle under apayment option, Ile memminirg
p% L s Is, If 0% under the pWnwt option *0 be pw$sb* 0 the 106ftia
Vemb Senalliciary cam mach w0tir► the 30 -ft period cdnnnherroirhp ath
the IM ft &W the, ftbolperft dn#% unless the SerWasery elects par
want under adillm payment option will 3Ddays elthe ftliciper6dash.
In no awl 00 the Ernployer or Adninislomfor be W* 10 the
!or the mount of any peywat wedst in the rwm of the ftftom b k i
the #WWWObalor receives proof of d*Mh of the ftiticipant. NoW#I~ft
the bregoteg. payrrwls b a 8enetcisry dvM not aeeerd over aperiod bW
than M the Bervelicia" life ampectancy it the Beneficiary is the ftelicipents;
spouse or M Man (16) yam Ift Beneficiary b M the P&!CIpWft "WAS,
Of no Senakiary b deso"d in ft join CM r Agreernot. of I the Clab~
don not &xv+.* the ftrliciperd fix a p~ of Man 0% days,
then the awmnMd imilue d any mvokft pftwwo under the pelinert coon
sfhr be paid in • Mop sum b the estate d the Participant. Oft deipnaed
Oar e6p*aryoo*AsftPar§ckmttrapededdtftm(1S)d@yLbWdon
ra conlinuo to No for the vernainirg period of papme under to pWmt
Option (as adill- Kneossaary in conlormity with the third -$ is c OIW*
sac". than the corntnuled %ska of any mmkft pWmo under the per
snarl Wm shell be paid in a loop sum to to selmdo d the Seneliciary.
9*ctlmTA5P#*-m9f*nmMDmath5*iwIl Shouidthe Participant de
Debre hehes begun lDreceive the he mIIIspr0vid@dbyS@c§on7M.ft%Wm
olthe lRemlicipanItAccount shall be PrAble loft Serdficiaryconvnench
Wmthe llMeyperiod commencing on the 9M clay Mer the IRWIciparft
aft unless, the Beneficiary film a differ" bensbf comritmoncernent dale
within the III(Idays olthe Participeftdeath. Such henselitsshallbepoidin
opp m' W* equal anrojel WdWknwftow "yam oram such sloop
period as may be necessary ID assume that the amours of any annual inmall-
vnentis not less than $3= Mess the Beneficiary alects a different payment
oplion within 90 days of the Participants death. NoMthftfgkrQ the tngo-
imp. 1h lit paid sDaSemliciaryunder this Section may cwrffwm no earlier
than the 91st day atter the Participant's death and no bw than 80 days slier
she tamer dthe dome dthe Pian Mbar inwhicl►ft Participant attained or would
too astmined Normal Patirenwa Age or the, close of the Flan Ym in which
this Parbovent sepstsmed from service. A Berw6clery who may fled a par
stent qWon pursuers to the provisions of the preceding wft-M shell be
- - as; N he were a Participate for purposes of davrnirft the payment
options Adeble under Section 7D2; paAded. however ria the peflnenloplion
dhamen by the Benieficiary, ffko provide for payments loft Beneficiary over
a period no longer than the Ilb expectancy of the Beneficiary I the Senslicio
ary is the Participants spouse and nko prairie We for pemyrnents oar a period
foinsiommad-Imm (L% pers Nft fleneliciaryis, notft Participants spouse
!action TA610rdwasee"Enw9ervolm Inthe event anurdmeable
wrogency occum a Participant may apply to the Employer to erosive the
part of the %Ww of W socount to is fessonedy needed to sobsty the erner-
gamicy need. I such an applicidion is approved Wft EnViCVK the Participant
shall be paid only such arnourd are the Em~ down necessary to most
the enmVericy mod. W payment shall not be made to the mis I that the
lirwncisl hadship maybe sieved through misselim of rid, oder ftPlm
or oftr reimbursement. of liquidation of COW seeft loft amara
chiqWdbmweld rob0cause sever &wid0twd**Anurbmoe-
ile, ammorgenCy " be C%WW b ow" only OMMWWWM of severe
Smanciel horde! to the ftrftkwt rmft from a sudden and W*"Md
NnOW accident or dembilly of the MCIP" or of a dependent (n dellned in
section IMM d to Womd ftvanue Code) of the fteticipwC ton d the per-
GCOWIS property due to casually. or other sirnilar and aftwdinary u*mme.
althe Par.
Ocipent. The need to send a Parlicipmeft child to 00" Or 10 Purchase anew
tam shall not be considered unilmemsemble e mr e rge mins The dolwn*vmm
as to whedw such an unbreassabb arnerproy o*ft shall be boo an the
Weft of each indivi" trace
No Participant or evoliciary shall have any rve to CWWKft so. &"%A
~ transfer or otherwise convey or encurnber the right to receive any W
mems hemunder which pampnera and rWft are expressly declared to be non,
uswm* and nommemimemme.
AM111M MIL RELATIONSHIP TO CITNER PLANS AND EMPLOMBff
AGREEMENTS
The Plan serves in addition to any other tatirstroent. p@nWm or' A plan
or viobm presently in OWSWCO or hoWmeller established for to berets d the
and parlicipeliontwounder 00 not~' m AAs emosio
able under any such plan or spom NWft contained m to Plan 00 be
dow0f,ocoriNkLftansmpbyvrut corftdorapwi between any PIer-
11, 1; 1 and to Employer or to give WV Participant the 69M to be retained in
to wnft d the Em~ Nor shall st"" herein be Construed to am*
thele nu dwVwnoWnwtoonkadoraW"mWbetween & Participant and
the EmPIWK
ARTICLE X AMENDMENT OR TERMINATION OF PLAN
The Employer may stecWtionew m Plan provided 00 it VWOWft such
amendment in writing to the AdrniniWalor at i*W 30 days prior to the effective
due althe ernandmertThe rmas ofthe AcImmismorshalt not be squired
In order for such amendment I* become alleclim but the AcIrninimmor "
be under no obligation to continue acing as Adminisommor hereunder it it limp
prom of such arnendment. The Employer may at any time offninsme this Pan.
The Adrninistralormay stanytime propose an amerchient lothe Plan by an
Employer alfeast 30 days balm aftellec-
fm dale of the arnandrnent. Such arner4nert shall bworne allec" unlaw
within suct304ayperiod. the Employer ncOmethe AcIffoustimorinwriting the
Iduppmooes such arnwarm inwhich cafe such amendment shM no becomha
affeclimft In the event of such disappmel. the Admoftior MW be under no
Obligation to continue atft as Administoor hereunder.
No anw4rmt or Iamwn tiorh of the Pan shall divest any IlWkVant d any
dgftwkh speclDcmVwsoiondeferred bobs the due dthe affwxk"eft
or Ileffninetion.
ARTICLE IM APPLICUM LM
This ftn " be construed under the laws of the "e where to Ea~
is located and is sM*OW with the keen! 00 it w" the requiremheras of an
Wgbe State deterred compeer moo plerfunder section ,457olthe inlet iter
anus Code of Mk a amwdsd. The provivorm ofthis Plan 00 be kwpeted
wherever possible in conlormity with the mqumernera of that sectiorh.
ARTICLE XN GIEMMI AND NUIIIIIWI
The ffesculinepronoun. whenever toed hersh
where the COniad mWW
CMwwisa
DECLARATION OF TRUST
OF
ICMA RETIREMENT TRUST
ARTICLE 1. NAME AND DEFINITIONS
Section 1.1 Name: The Name of the Trust, as amended and mated hereb%
is the ICMA Re irement Trust.
Section 1.2 Definitions: Wherever they are used herein, the following terms
shall have the following respective meanings:
(a) DtLaws. The By -Laws referred to in Section 4,1 hereof, as amended from
time to time.
(b) Deferred Compensation Plan. A deferred compensation plan established
and maintained by a Public Employer for the purpose of providing retire.
ment income and other deferred benefits to its employees in accordance
with the provisions of section 457 of the Internal Revenue Code of 1954,
as amended.
(c) Employees. Those employees who participate in Qualified Plans.'
(d) Employer Trust. A trust created pursuant to an agreement between RC
and a Public Employer for the purpose of investing and administering the
funds set aside by such Employer in connection with its Deferred Compen.
sation agreements with its employees or in connection with its Qualified Plan.
(e) Guaranteed Investment Cormact. A contract entered into by the Retire-
ment Trust with insurance companies that provides for a guaranteed rate
of return on investments made pursuant to such contract.
(f) ICMA. The International City Management Association.
(g) ICMAIRG Trustees. Those Trustees elected by the Pubic Employers who,
in ao=danoe with the provisions of Section 3.1(e) hereof, are also mem-
bers of the Board of Directors of ICMA or RC.
(h) Investment Advised The Investmment Adviser Out enters into a contract
with the Retirement Trust to provide advice with respect to investment of
the Trust Property.
0i Portfolio& The Portfolios of investments established by the Investment
Adviser to the Retirement Trust, under the supervision of the Trustees, for
the purpose of providing investments for the Trust Property.
p Pubic Employee Trustees. Those Trustees elected by the Pubic Employers
who, in accordance with the provisions of Section 3.1(a) hereof, are full -fire
employees of Pudic Employers.
(k) Public Employer Trustees, Public Employers who serve as trustees of
the Qualified Plans.
(1) Public Employer. A unit of state or local government, or any agency or
instrumentality thereof, that has adopted a Deferred Compensation Plan or
a Qualified Plan and has executed this Declaration of Trust
(m) Qualified Plan. A plan sponsored by a Public Employer for the purpose
of providing retirement income to its employees which satisfies the qualifi-
cation requirements of Section 401 of the Internal Revenue Code, as
amended.
(n) RC. The International City Management Association Retirement Corpo-
ration.
APPENDIX B
(o) Retirement Trust. The Trust created by this Declaration of Trust.
(p) Trust Property. The amounts held in the Retirement Trust on behalf of the Public
Employers in connection with Deferred Compensation Plans and on behalf of the
Public Employer Trustees for the exclusive bandit of Employees pursuant to Quali-
fied Plans. The Trust Property shall include any income resulting from the invest-
ment of the amounts so held.
(q) Trustees. The Pudic Employee Trustees and ICMAIRC Trustees elected by the
Public Employers to serve as members of the Board of Trustees of the Retirement
Trust.
ARTICLE 11. CREATION AND PURPOSE OF THE TRUST; OWNERSHIP
OF TRUST PROPERTY
Section 2.1 Creation: The Retirement Trust is created and established by
the execution of this Declaration of Trust by the Trustees and the Pubic
Employers.
Section 2.2 Purpose: The purpose of the Retirement Trust is to provide for
the commingled investment of funds held by the Public Employers in connec-
tion with their Deferred Compensation and Qualified Plana The Trust Prop-
erty shall be invested in the Portfolios, in Guaranteed Investment Contracts,
and in other investments recommended by the Investment Adviser under the
supervision of the Board of Trustees. No part of the Trust Property will be invested
in securities issued by Public Emplayera
Section 2.3 Ownership of 11rust Property: The Trustees shall have Iegal
title to the Trust Property. The Punic Employers shell be the beneficial owners
of the portion of the Trust Property allocable to the Deferred Compensation
Plana The portion of the Trust Property allocable to the Qualified Plans shelf
be held for the Pudic Employer Trustees for the exclusive benefit of the
Employees.
Section 3.1 Number and Qualification of Trustees.
(a) The Board of Trustees shall consist of nine Trustees. Frve of the Trustees
shall be full-time employees of a Public Employer (the Pubic Employee
Trustees) who are authorized by such Public Employer to serve as Trustee.
The remaining four Trustees shall consist of two person who, at the time of
election to the Board of Trustees, are members of the Board of Directors of
ICMA and two persons who, at the time of election, are members of the Board
of Directors of RC (the ICMA/RC Trustees). One of the Trustaes who is a director
of ICMA, and one of the Trustees who is a director of RC, shall, at the time
of election, be full-time employees of a Public Employer.
(b) No person may serve as a Trustee for more than one term in any ten-year
period.
Section 3.2 Election and Tenn.
(a) Except for the Trustees appointed to fill vacancies pursuant to Section 3.5
hereof, the Trustees shall be elected by a vote of a majority of the Public
Employers in accordance with the procedures set forth in the By -Laws.
(b) At the first election of Trustees, three Trustees shall be elected for a term
of three years, three Trustees shall be elected for a term of two years and three
Trustees shall be elected for a term of one year. At each subsequent election,
three Trustees shall be elected for a term of three years and until his or her
successor is elected and qualified.
Section 3.3 Nominations: The Trustees who are full-time employees of Public
Employers shall serve as the Nominating Committee for the Pudic Employee
Tnutees, The Nominating Comm4se shall choose candidates for Pubic Employee
Trustees in accordance with the procedures set forth in the By -Laws.
Section 3.4 Resignation and Removal.
(a) Any Trustee may resign as Trustee (without need for prior or subsequent
awouunting) by an instrument in writing signed by the Trustee and delivered
to the other Trustees and such resignation shall be efloctive upon such delivery,
or at a later date aaording to the terms of the instrument. Any of the Trustees
may be removed for cause, by a vote of a majority of the Pudic Employers.
(b) Each Pudic Employee Trustee shall resign his or her position as Trustee
within sooty days tithe date on which he or she oeases to be a full-time employee
d a Pubic Employer
Section 3.5 Vacancies: The term of dfice d a Trustee shall terminate and
a vacancy shall occur in the event of the death, resignation. removed, adjudi-
cated incompetence or other incapacity to perform the duties of the dice of
a Trustee. In the case of a vacancy, the remaining Trustees strati appoint such
person as they in their discretion shall see fel (subject to the imitations set forth
in this Section). to serve for the unexpired portion of the term of the Trustee
who has resigned or otherwise cid to be a Trustee. The appointment shall
be made by a written instrument signed by a majority of the Trustees. The per-
son appointed must be the same type of Trustee (ve, Public Employee Trus-
tee or ICMAIRC Trustee) as the person who has ceased to be a Trustee. An
appointment of a Trustee may be made in anticipation of a vacancy to occur
at a later dais by reason of retirement or resignation, provided iliac such appoint-
merit
ppointmerit shall not become effective prior to such retirement or resignation. When-
ever a vacancy in the number of Trustees shall occur: urdl such vacancy is
Med as prarided in this Section 3.5, the Trustees in dfim regardless of their
number; shall have all the powers granted to the Trustees and shall discharge
all the duties imposed upon the Trustees by this Declaration. A written instr -
meat certifying the existence of such vacancy signed by a majority of the
Trustees shall be conclusive evidence of the existence d such vacancy.
Section 3.61hidees Serve in Representative Ca pactty. By executing
this Declaration, each Pubic Employer agrees that the Pubic Employee Trudees
elected by the Public Employers are authorized to act as agents and represen-
tatives of the Public Employers collectively.
ARTICLE IV. POWERS OF TRUSTEES
Section 4.1 General Pmen: The Trustees shelf have the power to conduct
the business of the Trust and to carry on its operations. Such power shall include,
but shall not be limited to the power to:
(a) receive the Trust Property from the Public Employers, Pubic Employer
Trustees or other Trustee of any Employer Trust;
(b) enter into a contract with an Investment Adviser providing, among other
things, for the establWhment and operation of the Portfolios, selection of the
Guaranteed Investment Corttracts in which the Trust Property may be invested,
selection of other investments for the Tust Property and the payment of reasona-
ble fees to the Investment Adviser and to any subminvestrnent adviser retained
by the Investment Adviser,
(c) review annually the performance of the Investment Adviser and approve
annually the contract with such Investment Adviser,
(dJ) rarest and reinvest the Trust Property in the Pordolim the Guaranteed Interest
Corina cb and in any other investment recommended by the Investment Adviseti
but not including securities issued by Pubic Employers, provided that N a Public
Employer has directed that its monies be unrested in specified Portfolios or
in a Guararteed h estrnent Contract, the Trustees of the Retirement Trust shall
invest such montes in accordance with such dtirecdons;
(e) keep such portion of the Trust Property in cash or cash balances as the
Trustees, from time to tine; may deem to be in the best interest of the Retire -
merit Trust created hereby, without #ability for interest thereon;
(f) accept and retain for such time as they may deem advisable any securi-
ties or other property received or acquired by them as Trustees hereunder,
whether or not such securities or other property would normally be purchased
as investments hereunder,
(g) cause any securities or other property held as part of the Trust Property
to be registered in the name of the Retirement Trust or in the name of a nomi-
nee, and to hold any investments in bearer form, but the books and records
of the Trustees shall at all times show that all such investments are a part of
the Trust Property;
(h) make, execute, acknowledge, and deliver any and all documents of trans-
fer and conveyance and any and all other instruments that may be necessary
or appropriate to carry out the powers herein granted;
() vote upon any stock, bonds, or other securities; give general or special proxies
or powers of attorney with or without power of substitution; exercise any con-
version privileges, subscription rights, or other options, and make any W
ments incidental thereto; oppose, or consent to, or otherwise participate in,
corporate reorganizations or other changes effecting corporate securities, and
delegate discretionary powers, and pay any assessments or charges in con-
nection therewith; arid generally exercise any of the powers of an owner with
respect to stocks, bonds, securities or other property heli as part of the Trust
Property;
(D enter into contracts or arrangements for goods or services required in con-
nec km with the operation of the Retirement Trust, including, tit not limited
to contracts with custodians and contracts for the provision of administrative
services;
pc) borrow or raise money for the purposes of the Retirement Trust in such
amount, and upon such terms and conditions, as the ludees shall deem advie-
able, provided that the aggregate amount of such borrowings shall to exceed
30% ofthe value of the Trust Property. No person lending money tothe Trustees
shall be bound to see the application of the money lent or to inquire into its
validity, expediency or propriety of any such borrowing;
m incur reasonable as required for the operation of the Retirement
Trust and deduct such expenses from the Trust Property;
(m) pay expenses properly allocable to the Trust Property incurred in
conneo-
bon with the Deferred Compensation Plans, Qualified Plans, or the Employer
Trusts and deduct such expenses from that portion of the Trust Property to
whom such expenses are property allocable;
(n) pay out of the Trust Property all read and personal property taxes, income
taxes aril other taxes of any and all kinds which, in the opinion of the Trustees,
are properly levied, or assessed under existing or future laws upon, or in respect
d the Trust Property and allocate any such taxes to the appropriate aocounts;
(o) adopt, amend and repeal the By -Law% provided that such By -Laws are
at all times consistent with the terms of this Declaration of Trust:
(p) employ persons to make available interests in the Retirement Trust to
employers eligible to maintain a Deferred Compensation Plan under Section
457 or a Qualified Plan under Section 401 of the Internal Revenue Code, as
amended;
(q) Issue the Annual Report of the Retirement Trust, and the disclosure docu-
ments and otter literature used by the Retirement Trust;
(r) make loans, including the purchase of debt obligations, provided that all
such loans shall bear interest at the current market rate;
(s) contract for; and delegate any powers granted hereunder to such officers,
agents, employees, audsons and attorneys as the Trustees may select, provided
that the Trustees may not delegate the powers set forth in paragraphs (b), (c)
and (o) of this Section 4.1 and may not delegate any powers if such delega-
tion would violate their fiduciary duties;
(t) provide for the indemnification of the oitioers and Trustees of the Retirement
Trust and purchase fiduciary insurance;
(u) maintain books and records, including separate aocounts for each Public
Employer Pubic Employer Trustee or Employer Trust and such additional sep-
arate acoo unts as are required under and consistent with. the Deferred Com-
pensation or Qualified Plan of each Public Employer and
(v) do all such acts, take all such proceedings, and exercise all such rights
and privileges, although not specifically mentioned herein, as the Trustees may
deem necessary or appropriate to administer the Trust Property and to carry
out the purposes of the Retirement Trust.
Section 4.2 Distribution of bust Property: Distritxutions of the Trust Prop-
erty shall be made to. or on behalf d, the Public Employer or Public Employer
Trustee, in accordance with the temps of the Deterred Compensation Plans,
Qualified Plans or Employer Trusts. The Trustees of the Retirement Trust shall
be fully protected in making payments in accordance with the directions of
the Public Employers, Public Employer Trustees or other Trustee of the Employer
Trusts without ascertaining whether such payments are in compliance with the
provisions of the Deferred Compensation or Ouafified Plans, or the agreements
creating the Employer Trusts.
Section 4.3 Execution of Instruments: The Trustees may unanimously
designate any one or more of the Trustees to execute any instrument or docu-
ment on behalf of all, including but rat limited to the signing or endorsement
of arty check and the signing of ary applications, insurance and other con-
tracts, and the action of such designated Trustee or Trustees shall have the
same face and effect as if taken by all the Trustees.
ARTICLE V. DUTY OF CARE AND LIABILITY OF TRUSTEES
Section 5.1 Duty of Can: In exercising the powers hereinbefore granted to
the Trustees, the Trustees shall perfomi all acts within their authority for the
exclusive purpose of providing benefits for the Public Employers in conneo-
tion with Deferred Compensation Plans and Public Employer Trrstees pursuant
to Qualified Plans, and shall perform such acts with the care, skill, prudence
and diligence in the circumstances then prevailing that a prudent person act-
ing
cting in a tike capacity and familiar with such matters would use in the conduct
of an enterprise d a Ike character and with like aims.
Section 5.2 Liability. The Imustess shall not be Table for any mistalae of judg-
ment or other action taken in good faith, and for any action taken or omitted
in reliance in good faith upon the books of account or other records of the
Retirement Trust, upon the opinion of counsel, or upon reports made to the
Retirement Trust by any of its officers, employees or agents or by the Invest-
ment
nvestment Adviser or any sub -investment adviser, accountants, appraisers or other
experts or consultants selected with reasonable care by the Trustees, officers
or employ ess of the Retirement Trust. The Trustees shelf also not be We for
any loss sustained by the Trust Property by reason of any investment made
in good faith and in accordance with the standard of care set bM in Section W.
Section 5.3 Bond: No Trustee shall be obligated to give any bond or other
security for the performance of any of his or her duties hereunder.
ARTICLE VI. ANNUAL REPORT TO SHAREHOLDERS
The Trustees shall annually submit to the Public Employers and Public Employer
Trustees a written report of the transactions of the Retirement Trust, including finan-
cial statements which shall be certified by independent public accountants cho-
sen by the Trustees.
ARTICLE Vil. DURATION OR AMENDMENT OF RETIREMENT TRUST
Section 7.1 1Alithdrewal: A Public Employer or Pudic Employer Trustee may,
at any time, withdraw from this Retirement Trust by delivering to the Board of
Trustees a written statement of withdrawal. in such statement, the Public
Employer or Public Employer Trustee shall acknowledge that the Trust Prop-
erty allocable to the Public Employer is derived from compensation deferred
by employees of such Public Employer pursuant to its Deferred Compensa-
tion Plan or from contributions to the accounts of Employees pursuant to a
Qualified Plan, and shall designate the fina ncial institution to which such property
shall be transferred by the Trustees of the Retirement Trust or by the Trustee
of the Employer Trust.
Section 7.2 Duration: The Retirement Trust shall continue until terminated
by the vote of a majority of the Public Employers, each casting one vola Upon
termination, all of the Trust Properly shall be paid out to the Public Employers,
Public Employer Trustees or the Trustees of the Employer Trusts, as appropriate
Section 7.3 Ameridtnent: The Relireme nt Trust may be amended by the vote
of a majority of the Public Employers, each cuing one vote
Section 7.4 Procedure: A resolution to terminate or amend the Retirement
That or to remove a Trustee shall be submitted to a vole d the Public Employers
iF @ a majority of the Trustees so direct, or; @ a petition requesting a vote,
signed by not less than 25% of the Public Employers, is submitted to the
Trustees.
ARTICLE VIII. MISCELLANEOUS
Section 8.1 Govermhy Law: Except as otherwise required by state or local
law, this Declaration of Trust and the Retirement Trust hereby created shad be
construed and regulated by the laws of the District of Columbia.
Section 8.2 Counterparts: This Declaration may be executed by the Public
Employers and Trustees in two or more counterparts, each of which shall be
deemed an original but all of which together shed constitute one and the same
instrument.
kl—.
TRUST AGREEMENT WITH
THE ICMA RETIREMENT CORPORATION
Aoltt BU Nf mode by and p,! me Enpbya n0d into as aped idea
UM and me kftms W Cpy INahpanent Aaocia M Rtlitwmart Capons•
Un Qhsrairholler me 9wwst or'RMirm>.rrt CorporaAoni ). a nonprDit oapow
ion *Wftdard ed0v under f» ba dine Shu d Oaboom forft purpose
dirwes o and W sm-ies sdrnrrimrnhp to fonds sol aside by Empbysns in
wph deterred oompasabon plans ahbAshed under satdion dal d
ftb& Ravanw Cods of IM *he lade). fits Agreement *MUM oleo
low aocsptanos by the lustoo of As appantonent by mo Employs b sone
as luted in accordance hswdlh as set bm in to atwahed mooko n.
WHERM fe EmployerhesashbIshedadetenedoornperraaonpslunds
socron 457 d me Cade phe'"W*
01 ,. in order mat two win be soffident funds swlsble Is dsctharpe
Employerb anosaW obAgKww under to Pbm the Er pbew dosiras b
Wide pBodiedy amounts *gaol loft anwunt d conporWin nh dsNned:
AAs, toe funds eel aside, ttlgWw wpb any and M sash derived from
ole kwownere tllsreot, art b be arcwiwy within too dominion. ot>nNd, and
owrsnol io d me Emptoyet ad aubjset b to &spayed absokM right d weir
draw, no omployoa hieing any mere,, w hahoaw O rein:
NOW. TIilE11 WWff, raid AWwnent wprhoaeah tel (4to Enftw wAl pay
monies b stn hums b be glean! in d"ved oonperstlim am" for to
EwVbpr. Q* ft lha ft o&Anwa mat p wig hold said aMmm and ay ower
Ludt Mod it tW neosirs hetsundot in nut for int nae and pw xset and
upontowmsandoonh llim sloci mft shad:and$*thepsrjwhm mcagwe
at *Am&-
*== L QDdX LL DUTIEti OF THE MR=
Seodw 1.1 Oon sid Duty of the Employer: The Employer shd mats tmW
for peniodit: pay wft equel b to amounts d Ile amplopef oonVwwsf*n
which are d len - in s=mlmnm wM me tams and oondWws alto Pion
b to aUn t tat such mmuras are b be Nwoshd under to lute
%etlon lJ t wwW 0w6n of the lust@*: fio lacus shM Acid ap fwds
a eo*Adtyphseundotwhich,bged wkhtoinm otaabonn,vWwn-
saouw to luso hondt. R dwl adnIWO in ihut Finder, Gala the irwomo
thenA r, and mole poymerat maahoot M as Ihsnelmfwr prwidad. Vw l w
Ue MMafroAddcow tut finds whish ere Dumb radbp a aumm orlusme
byAhs Employer from arleAnp it I - d c omparootion aranganhen n wph 6
Enpiesaundsoww f -s- 1 -imwoWn4PdmeCcdaSuchlutFinds
aW bo a tiW b M d to wmn and pw wad tie Agnew is t
ALI LL FOIIMERS AND DUTIEES OF TME TRUSTEE lN NWWMENT,
ADONISTW ON, AND Of TME IWAI
Allot.
iadlon 1.1 kweWnerht Fowo and Dube of Ute Tune : The sus•
be staA have to power b inweM and reirnst ttho principle ad inconho d
tolut Funds and iwp to lust Funds kwested. wiahout dnimtryi n bethheah
p*c0d and inoonin sscLWw or in chs property rest or palm r d shun:
4WW Vlnuswd. iodating. but not Anhbd l4 Moan. oonrnon a pralared, 14onAR
APPENDIX C
wAnamant anrwpy and nwxahoe poraee� rthongsges, and cos &Adwm d
indsOwdrhaaeoroMrthenolhip� inwastrrsnrloontpahiss� oonraonor grotrptrutfngt
Of separaw and dibl" "a of fndt (n &Ifs "ft bed moons) which
$agile raW*WMhh of shoe and bat gftwmorW hut, provided. htwwet mat
the Eeployer may dudes nwesbmno byte lame among &Abw NweMrnent
Mernatm in such p non W w a me En plow aulhoftw in no scfion ankh
b dalened oornpenhotliorh agreennerhte wph'lIs anployest For mad pugroese,
Mom TA* Fradt may be mm wood sial lust Finds sot aside by Ww
Eapbyaspwaw bmewnrsdie1CMARaArematTAN.Nmm&rwtposes
ranted inmeiuta byme Sec§Mmybed ftftd byme lmftbanybs*
iraxaroe a rust comp anX err ay inrrestmsrt adNaat menage or apart s�tachd
by p.
Septiott U pAkOm "" Fowom W"lube: the lutae to Qawe
"pow in ie IeI, I'm h:
0) 7b pwftm or subscribe fol any ssm0ft or oras property and b
odWn to same in nuet
f$'b es/, srchanpt am*. two* or o* sm be dapae of ay ssouni•
In of oaks F opsA hold by R by pivaw ax*aa or at public ac6m
No prior► des" oft Me luMae"be bound b see rhe appftom
of the purohae "W" or b nlquUe nhtc me vak ft. expediency. or proprF
sty d any such sale or older ilepoalaon
01 lb vow upon cry et ft bads, or ocher sscu tim b ow pensnel or
speeW prma or powers d stroma wph a without power d subftft >:
b ameba ant owwaaion pi#ftm subscription righh, or dos opliorha
ad b males ay paymass nhcidmwl terew. b oppw crib, F, M
oraahawism; srti.4 Whom Fm-1neor9- MRnsacheroherhgsctllea-
ft ourporale wouibm and b d isgole dW006onay Fossa, sed b pay
ayaaswnmetadhapainoonhn-cum tsrerltedolnemybow
dere any d oho ptwhens can owner wph respea bsbcla. bonds, somoba
or ower property hold as pat of to That Fun&
1h aha any sachrriAsc a other ptopeAyhold as pert die nut Finds
bbengi-I inbownmann,andbhcodanynweWw*inbwwbm
but the boas ad lecadt d1M TruMN titW tl cop tinges ahtrwl)1M M such
a— h i do we a part of me ka Firndt.
46To borrow or ova moray br ft purpose d me lust fin such amours
and upon such mmt and r m An atte lune st0 dean adrim0b.
and, fa ay sum so borrowed. b ins b promissory now a lama and
b ssom the sopwne t meed by pledging ale. or ay pert, d tln lust
finhds. No paoon NKh 1 Cam" tithe fume shM be bt>tund b sw to
appAcoAon d tlhe massy lana or b irghire iib per vaidigr, arxpadiarcy a
proprislY of any such bamft
m lb fag such paAorh of Me lust Fields in cosh or cash belenoa ere
Me lusted, from time b *w may dean b to in to best iraehest of to
tut aeowd hereby. wthcrrt Aablky for inlene I merom
falb aoospt and rewnh br such time a k may dam aofsoble any eaauri-
ba or odw prowly manned a acquired by it st lutse hwe urdet vA'Ww
or not such swurKm a ocher property would nonrMy be pureh sed a
Nwestmont hasundor
4q'b mdaa osot r, aclanowtedga and dadaier oy and d domone t d
w er and conrganoe and any and a1 o6w k mwanrts fha may be
scaseoy or appropriMe b carry out fn Poway Omsk 0 1 d•
p b sofa no, aprom- or aubmI b - hk etion any PIW vha debit, or
�. do 0edue wowing low from fw lull Fwde; b commww w dart W
suit car lepd or oOnk ieuvia pracss 5 gs: andb apowt MolkW ho t
In at cub and lapel and admkd* w pooeednhpt
O bdodeachockteledsuchl mpg Srhpt:andswaindSuch#*&
and v I I gss. Waugh and a; , ft 6% mhsrdiorhsd therekn. as the TnuMee
m@V deem msaenary b adnhin'No fn Tut Funds and b Carry out the
pwpoes a deli lu&
taction"Olalibullone from Via lust Funde: The Enhployar hmby
appokle tin luMee as let agent for Me purpose of making 6mbjwo from
rn Vud Firedt lo this negnd fn Umn and oorhditiont sae ftlA to fn Plan
are b guide and oonhd Me lusessl Powsc
Section Lel Wwtion of Taal Fernds: At fad once a year as of VAWon
Daft deeipnaad by the luwt Mn luMee the determine tin %ekw of fn
Thant Firdt Ads d ft Thant Funds Oat be Lai- M their a wont vakam
at the dose of buaneee on the Wuatiom oMa of in the absence of dy
aaosrfirn'it mnnlet vakaes as Mn Tiutbe the dMenanlaheo inha000ndance vaMle
meMhode ow"** bfowed and whibnn* appded.
OJUK .E MI. FOR MOTEGTION OF TRUSTE
taction !.1 Evidanoa of Action by 6eployer. The Tnudee may wy upon
any osrtiscm, notice or drecdon pwpominp b have been eVed on babel
of the Employer which the TfUSW bedews b have been signed by a day
dseignaled ddwi of the Erepbyw. No cwwu*@Wn OW be hi d 9 upon
any of the TSM Fwds or TnaMn WN Mty we neo~ by the Thou
i "'non 3.2 Advba of Counsel: 'Do % oo may commit wlh any bpd oow►
ft yet; - b the eonoructian of this Api is let ducat two=*
IV act. which It popoeee b We or crit, camel OW not be deet for any
2cft Wien or 1 0 in pard IMh purtuamt to arch advice.
taction"MboNlan*OM VWjUMee steal use oa6rnrycaaa and watoW
bks diligence, but shat not be dyable br any mplNae d jiadgmnrt ax defier actionh
Wen in good 60. The lute 00 not be Wb for any ion waslained by
I* Tam Fundt by n cam of any kweWrnnt mode in good iMh and in ecoof
dance wth the povidw s of Mn Apneon@M
The Vuaeelt dudes and obdgaeone MOO be irahifd to these speedy
iinhpo..o upon It by thio Agwoeoet.
AMICLE IV. TAXES, EXP&d= AND OF TRUSTE
taction 1.1 Tit>wm The 1luMee *a dadua from and charge aq** ftIh M
Fardt any aim on Mn Thee Fwds or the Incomes thawed or which the'bw
be is ro**W b pay w M nee1 1 b tin incense! d any pewon fhoein
!action 412 Eapenoom Tfn luMee OW deduct from and dirge apeirhM
M e TAM Funit as nn a obk rapsrws incased bi fie lu fie inthe adminiF
Winn d ft TnaM Fhrhda inc�kadinp oarhd, agenhoy, iaaeMnherat advisory; and
ofnr nacomery fast
ARTICLE k SETTL BMW OF ACCOLRfTS
In luabe shd ftw amnaf and d"W mama or d iniiemnarde.
woeift disbwssmeraL and conn trarhaaeliorae hseSrdK
t Agm rimy f q days akar fn dose d aadh *cd year; Mn lum* MW wn-
der in dupdeab loft Employer an scowl d b arae and aaniectiom ee Tow
I wdac Many part don Tint Fund dW be i we" Mhraph fn medium
common. cosacbm or coo -- ngied TiuM Funds, fn bd annul wpom
r It Trull Funds the be submtbd wkh and incrarpor-1 in the accowt.
Mine y oq d%sa%w fn mavv elft bacoW crew amerdsdamard
'he Employer has not filed wth Me 1~ >hodoe of any objection b any act
bohnndon d the luaw the a000M or a w account shad beoome
rn account staid. f any dajaction has been tied. and M Mn Employer b Selig.
'fad int t *mg. be woukawn or N the a000M is adjuafd b Me Employers
saabctio %the Employer ehd in wrienp Wel wth Mn lase qp* approhel
Of the accowe and 4 Ono become an assort Mood.
%?w an a000ut beoanse an acoaet o"d, such aooart OW be *My
aMfed, and fn luMee dIM be oompkeMy dsclhsrpsd and raleesed. at f such
ocean had been 9~ and dowad by a judgment or cease of a cowl d
94 A 9 rt j abdiceon in an aodon or prooee 6 in which Mn Tose and the
Empbysr use Paliat
Tin luMee the (have fn ni�at b appy M any fen b • Dart d oorapewt
jwtdiedon for the jhadeoid gown" of r @mart
AIRI= w RESIGNATION AND IAMDIML OF TRUSTEE
Section S.1 Resignation of leabe: The luafe mty weign at anytime
by fling wth the EmO"er b wrNbn ro ipna9on. Sud+ resignation go tele
OW arty (00 days from to data of such ding and upon ex m* imhi i of
a Saooeseor pwwwt b Section U. wdhic om 00 to cooue
Section U Removal of lwlaa: The Empbyw may wmon the luMee
at any time by ds6vaninp b Me IhOw a writie noboe dirt t rnowN and an
appointment of a exosnor Putotienl b Section► &I Such nem" 9W not
tabs edea pforb W* Oq days from such dedvsry wises the lusne egress
ID an ander Olective dart
Section i.! AppoMNnMM of Suocaseor !lilies: The app of a
waooessor b the lug" *4 we diet upon Mn dadvery b the Trudee of
W an instrwnenl in using awaabd by the Employer appointing Such SC-
caw
uacaw and Saonhoatinp Such aacosseor from i@biNty for the act: and omit -
done of b pedeceem and f" an aoospWm in writing, eaoufd by such
shuoosseos
AN d Mn pnoriai0res est fonMh lesnsin► wth neepect b ft TnuMee shd Slab
b each Saoosseor Seth Me some brae and cafes as M such Successor had
been cripinely w kv as Tru a hoeurhda
f a suooaeeo► is mat a00oinMd Slee sorty lsOj days seer Mn TruMee gives
noes d ia nasipnWion paunwaaat b Section ft1.. fn Tivafe nny apply b army
ODA Of oaenF I jubd fin for Opp Ainbnhsnl of a suooaseoe
Section $A !safer of Funds b Successor: Upon tin to ignaion or
wmovel d tin l uMee and oppoinbthsnI ate Saocoaw and der Mn fated
aooaanl dthe TiuMee hes Ossn pnopeAy sMtisd, the TnrMee OW tnansier and
dsdven any d the laaM Firdt invdved b such suooseeoe
ARTICLE ". DURATION AND REVOCATION OF TRUST AGREEMENT
Saetton 7.1 Duestion and Ravoatl M*.. Vie TAM Oa CWOMae for such
line u may be nhsoeswy fb u fx ahpddh the purpose far which t wee peered
bus rW bobnm' oft or wooled M any tion by fn Employer at t nelafs
b any ardibr al a I I ;Irk Imp Empbyast fti fn noticed such frmi.
flstion or a -cation OW be peen bin V uMes by the Employee Upon fr
mination or w4wa6on efthe lu0. M d Mn asnb ilo Oa returnb and
weed b tin Empbysc TinNnakm d Mee'%* *M not, howsm nedave the
Emplgar deer Eanpbyer><oontirhuinp obdpationh b Ory dalsrwd compow-
Son b Emp4m in ampg ndance wth M e bums cithe Plan.
taetiore 72 bnanda eft The Employer sea Mrs Mn night b amend this
ApnenLI , in whole and in pant but only wtlh Me luawk WIMM concert.
Any Such arnen*wt" IN e, g dbctive upon (a) delivery b the Suove
d a wriserh irhmhrrhot d arrhendnhot, and � the anhdoasernot by the Trus~
M on Such kwn wt of b coneent I to
ARTICLE VOL
teed, S.1 Lawn of flee O Me! of Colne" to Govern: Thit Aprw
mot and Me VW hewby Fd delle be co a rued and teWAMed by the
lon of Me DOW at CANING.
SaetlonS2Sewoaaao►tfifeployass: Theluahpioyer'OWkhekadeanyPe-
can who eh100eedi fn EIrlPlayar and lelq fhea.ey bconhss subject b the
abdgWore of Me Employer under fn floe.
!lotion 63 WW awsb: Ten Emhplger may, are army lima and tram time b
Oft PkIldraw a poneon or d d lull Fwds pseud by this Agreement.
SOOMM U Gender and Nunbar: Thema c** inckadss to IM,WWn and
Mn ftuW inckadu fn pkW Suss fn Detest sequins aahofher msenk -