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<br />APPENDIX B <br /> <br />DECLARATION OF TRUST <br />OF <br />ICMA RETIREMENT TRUST <br /> <br />ARTICLE I. NAME AND DEFlNmONS <br /> <br />llectIon 1.1 NIl....: The Name a the 1iust. as amended and _ henlby. <br />is the ICMA Rotiroment Trust, <br /> <br />Section 1.2 Definition.: __r they a'e UI8d herein. the loIJowing temlS <br />IhaII haYe the following l85P'JCti.. meanings' <br />(a) By-Laws.. The Sy-Laws.._1O inSec:tion 4,1 _. as amended trom <br />time to time. <br />(b) 00Iened Canpensation Plan, A dIIerr8d compensation plan eslObIisl1ed <br />end maintained by I Public EmplC7f8T tor the purpose of providing retirft" <br />ment income end other deferred benefits to G empl0:fB8S in accorCS8nce <br />with the prtMsions a oection 457 a the Internal Revenue Code a 1954. <br />as amended, <br />(c) Employees, Those employees who participate in Qualified Plans, <br />(d) EmplO'/llr Trust A trust created pursuant to an agreement between RC <br />and I Public Employer for the purpose of i~ing and administering the <br />funds _ aside by such EmplOfST in connection with its Deferred Campen- <br />ution aQreemenlS with its.-npla,MS or in connection with its Qualified Plan. <br />(e) Guaranteed Investment Contract, A contract e_ into by tIla Retire- <br />ment 'lfust with insurance companies that provides tor . guaranteed rate <br />of retum on irwestments made pursuant to such contract. <br />(I) ICMA, The InlamationaJ City Management _ation, <br />(g) ICMAJIlC _... Thosa Trust... elected by the Public EmplO'/llrs who. <br />in IlCOOfdance with the ProviSIonS a Section 3,1(a) hereof. are also memo <br />bers a the Board a DIrect"'" a ICMA Of RC <br />(h) Il'1II'8Stment Adviser The Irwestment Adviser that erters into . contract <br />with the Retirement lfust to prcMde advice with respect to investment of <br />the _ Property, <br />(I) PorttoliOS, The Portfolios a investments established by the Investment <br />Adviser to the Retirement 1fust, under the supervision of the Trustees. for <br />the puopose a prtMding investments for tIla Trust PIOp8l!y, <br />(j) PullIic E"'IlIO'/110 TruSlllfi Those lNsIees _ by the Public EmplC>JO!S <br />who.. ,n accordance with tIla prtMsions a!;ed;on 3,1(a) hereof. are fulHime <br />employees a Public EmplO'/llrs, <br />(k) Public Employer Trust... Public EmplO'/llrs who oeM as trUllees a <br />the Qualified Plans, <br />(1) Public Employer A unit or state or local gOYemment. Of any agency or <br />instrumentality tIlareof. that has adopted a Deterred Compansation Plan Of <br />. Qualified Ptan and has executed this OedIration 01 Trust. <br />(m) Qualified Plan, A plan sponso<ed by a Public EmplO'/llr tor the purpose <br />Gf prOYiding retirement income to tis tll"T'lployees which satisfies the qualifi. <br />cation reQuirements 01 Section 401 01 the Internal Revenue Code, 15 <br />...,.,nded, <br />(n) RC, The l_ionaJ City Management_otion Reti'ernant Corpc> <br />ration, <br /> <br />(0) Retirement lust. The ltust created by this Declaration c:A Trust. <br />(P) Trust PlOp8r1y, The amounts held in the Retirament Trust on beha" ol the Put>ic <br />EmplO')'ers in connection with Deferred Ccmpensation Plans and on behalf of the <br />Public Employer Trustees for the e:r.clusive benefit of Employees pursuant to Quali- <br />fied Plans. The 1tust Property shall include any income resulting trom the invest. <br />ment a the amounts so held, <br />(q) llust_ The Public EmplOjM T_ and ICMAJIlC Trustees elected by the <br />Public EmplotefS to 88rw as members of the Boerd of li'ustees of the Retirement <br />Trust, <br /> <br />ARTICLE II. CREATION AND PURPOSE OF THE TRUST; OWNERSHIP <br />OF TRUST PROPERTY <br /> <br />lectlon 2.1 tNatlon: The Retiromentllust is created and established by <br />the execution c:A this Declaration 01 Trust by the Trustees and the PubliC <br />EmplO'/llrs, <br /> <br />SectIon 2.2 Purpose: The purpose c:A the Retirement Trust is to provide for <br />the commingled irwestment of funds held by the Public Employers in connec. <br />tion with their Deferred Compensation and Qualified Plans. The Trust Prop- <br />erty shall be inYeSted in the Portfolios. in Guaranteed Irwestment Contracts, <br />and in OCher investments recommended by the Investment Adviser under the <br />aJpeNison a the Board a lNsIees No part a the Trust Property will be i......ed <br />in eecurities issued by Public EmplC1j8rs. <br /> <br />lectlon 2.3 Ownarohlp ol1hl1l .....party: The Trustees shall ha.. legal <br />title to the Trust Property. The Public Employers shall be the beneflcial owners <br />of the portion of the Trust Property allocable to the Deferred Compensation <br />Plans. The portion 01 the Trust Property allocable to the Qualified Plans shall <br />be held tor tIla Public EmplO'/llr Trust... tor the exclu.... benefit 01 the <br />Employees <br /> <br />ARTICLE III. TRUSTEES <br /> <br />lectlon 3.1 Numbe' and Qu.Uflcallon 01 Trull.... <br />(a) The Board of Trustees shall consist of nine Trustees. Five of the Trustees <br />IhaII be full-time empioy... 01 a Public Employer (the Public Empioyee <br />Trustees) who .re authorized by such PublIC Employer to serve as Trustee <br />The remaining four Trustees shall consist of two persons who, at the time of <br />election to the Board of Trustees, .re members of the Board of Directors of <br />ICMA and two persons who. a1the time 01 elecbon. are members of the Board <br />a Direct"'" 01 RC (!he ICMMlC Trull"') One a the Trustees who 's. directOf <br />of leMA, and one of the Trustees who is . director of Re, shall. at the time <br />of Netion, be full.time employees of a PubliC Employer <br />(b) No person may.rve as a Trustee for more than one term in any 1en-year <br />paned, <br /> <br />lectlon 3.2 Elactlon Ind rem. <br />(I) Except tor the Trustees appointed to fill wcancies pursuant to Section 3.5 <br />hereo!, the Trustees shall be elected ar . vote of 8 majority of the PubhC <br />Employers in accordance with the procedures set torth in the By-Laws <br />