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HomeMy WebLinkAbout1993-01-26 - RESOLUTIONS - DEFERRED COMP PLAN (2)RESOLUTION NO. 93-6 A RESOLUTION OF THE CITY COUNCIL ^ OF THE CITY OF SANTA CLARITA, CALIFORNIA RELATING TO THE TEMPORARY, PART TIME, SEASONAL (T.P.S.) DEFERRED COMPENSATION PLAN FOR THE CITY OF SANTA CLARITA WHEREAS, the Employer has employees rendering valuable services; and WHEREAS, the establishment of a deferred compensation plan for such employees serves the interests of the Employer 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 Employer has determined that the establishment of a deferred compensation plan to be administered by the ICMA Retirement Corporation serves the above objectives; and WHEREAS, the Employer desires that its deferred compensation plan be administered by the ICMA Retirement Corporation, and that the funds held under such plan be invested in the ICMA Retirement Trust, a trust established by public employers for the collective investment of funds held under their retirement and deferred compensation plans; NOW, THEREFORE BE IT RESOLVED that the Employer hereby adopts or has ^ previously adopted the deferred compensation plan (the "Plan") in the form of: the ICMA Retirement Corporation Deferred Compensation Plan, referred to as Appendix A. BE IT FURTHER RESOLVED, that the Employer hereby executes the Declaration of Trust of the ICMA Retirement Trust, attached hereto as Appendix B, intending this execution to be operative with respect to any retirement or deferred compensation plan subsequently established by the Employer, if the assets of the plan are to be invested in the ICMA Retirement Trust. BE IT FURTHER RESOLVED, the Personnel Officer shall be the coordinator for this program; shall receive necessary reports, notices, etc. from the ICMA Retirement Corporation or the ICMA Retirement Trust; shall cast, on behalf of the Employer, any required votes under the ICMA Retirement Trust; Administrative duties to carry out the plan may be assigned to the appropriate departments, and is authorized to execute all necessary agreements with ICMA Retirement Corporation incidental to the administration of the Plan. PASSED, APPROVED AND ADOPTED this :ATTES C TY CLERK day of January 1993. C ^ STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss ^ CITY OF SANTA CLARITA ) I, Donna M. Grindev, DO HEREBY CERTIFY that the above and foregoing Resolution was duly adopted by the City Council of the Cit p of Santa Clarita at a regular meeting thereof, held on the 26th day of January 1993, by the following vote of Council: AYES: COUNCILMEMBERS: Boyer, Darcy, Klaji.c, Pederson, Heidt NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None ITY CLERK Deferred Compensation Plan Document (Appendix A) DEFERRED COMPENSATION PLAN DOCUMENT ARTICLE I. INTRODUCTION The Employer hereby establishes the Employer's Deferred Compensation Plan, hereinafter referred to as the "Plan." The Plan consists of the provisions set forth in this document. The primary purpose of this Plan is to provide retirement income and other deferred benefits to the Employees of the Employer in accordance with the provisions of Section 457 of the Internal Revenue Code of 1986, as amended (the "Code"). This Plan shall be an agreement solely between the Employer and participating Employees. ARTICLE It. DEFINITIONS Section 2.01 Account: The bookkeeping account maintained for each Participant reflecting the cu- mulative amount of the Participant's Deferred Com- pensation, including any income, gains, losses, or increases or decreases in market value attributable to the Employer's investment of the Participant's Deferred Compensation, and further reflecting any distributions to the Participant or the Participant's Beneficiary and any fees or expenses charged against such Participant's Deferred Compensation. Section 2.02 Administrator: The person or persons named to carry out certain nondiscretionary ad- ministrative functions under the Plan, as hereinafter described. The Employer may remove any person as Administrator upon 60 days' advance notice in writing to such person, in which case the Employer shall name another person or persons to act as Administrator. The Administrator may resign upon 60 days' advance notice in writing to the Employer, in which case the Employer shall name another person or persons to act as Administrator. Section 2.03 Beneficiary: The person or persons desig- nated by the Participant in his Joinder Agreement who shall receive any benefits payable hereunder in the event of the Participant's death. In the event that the Participant names two or more Beneficiaries, each Beneficiary shall be entitled to equal shares of the benefits payable at the Participant's death, un- less otherwise provided in the Participant's Joinder Agreement. If no beneficiary is designated in the Joinder Agreement, if the Designated Beneficiary predeceases the Participant, or if the designated Beneficiary does not survive the Participant for a period of fifteen (15) days, then the estate of the Participant shall be the Beneficiary. Section 2.04 Deferred Compensation: The amount of Normal Compensation otherwise payable to the Participant which the Participant and the Employer mutually agree to defer hereunder, any amount credited to a Participant's Account by reason of a transfer under section 6.03, or any other amount which the Employer agrees to credit to a Participant's Account. Section 2.05 Employee: Any individual who provides services for the Employer, whether as an employee of the Employer or as an independent contractor, rIr7L:�] and who has been designated by the Employer as eligible to participate in the Plan. Section 2.06 Includible Compensation: The amount of an Employee's compensation from the Employerfor a taxable year that is attributable to services per- formed for the Employer and that is includible in the Employee's gross income for the taxable year for federal income tax purposes; such term does not include any amount excludable from gross income under this Plan or any other plan described in Section 457(b) of the Code or any other amount excludable from gross income for federal income tax purposes. Includible Compensation shall be deter- mined without regard to any community property laws. Section 2.07 Joinder Agreement: An agreement en- tered into between an Employee and the Employer, including any amendments or modifications thereof. Such agreement shall fix the amount of Deferred Compensation, specify a preference among the investment alternatives designated by the Employer, designate the Employee's Beneficiary or Beneficia- ries, and incorporate the terms, conditions, and provisions of the Plan by reference. Section 2.08 Normal Compensation: The amount of compensation which would be payable to a Partici- pant by the Employer for a taxable year if no Joinder Agreement were in effect to defer compensation under this Plan. Section 2.09 Normal Retirement Age: Age 70-1/2, un- less the Participant has elected an alternate Normal Retirement Age by written instrument delivered to the Administrator prior to Separation from Service. A Participant's Normal Retirement Age determines the period during which a Participant may utilize the catch-up limitation of Section 5.02 hereunder. Once a Participant has to any extent utilized the catch-up limitation of Section 5.02, his/her Normal Retire- ment age may not be changed. A Participant's alternate Normal Retirement Age may not be earlier than the earliest date that the Participant will become eligible to retire and receive unreduced retirement benefits under the Employer's basic retirement plan covering the Participant and may not be later than the date the Participant will attain age 70-1/2. If a Participant continues employ- ment after attaining age 70-1/2, not having previ- ously elected an alternate Normal Retirement Age, the Participant's alternate Normal Retirement Age shall not be later than the mandatory retirement age, if any, established by the Employer, or the age at which the Participant actually separates from ser- vice if the Employer has no mandatory retirement age. If the Participant will not become eligible to receive benefits under a basic retirement plan maintained by the Employer, the Participant's alter- nate Normal Retirement Age may not be earlier than age 55 and may not be later than age 70-1/2. Section 2.10 Participant: Any Employee who has joined the Plan pursuant to the requirements of Article IV. transfer, to confirm that such plan is an eligible deferred compensation plan within the meaning of Section 457 of the Code, and to assure that transfers are provided for under such plan. The Employer may refuse to accept a transfer in the form of assets other than cash, unless the Employer and the Administrator agree to hold such other assets under the Plan. Any such transferred amount shall not be treated as a deferral subject to the limitations of Article V, except that, for purposes of applying the limitations of Sections 5.01 and 5.02, an amount deferred during any taxable year under the plan from which the transfer is accepted shall be treated as if it has been deferred underthis Plan during such taxable year and compensation paid by the transferor employer shall be treated as if it had been paid by the Employer. (b) Outgoing Transfers: An amount may be trans- ferred to an eligible deferred compensation plan maintained by another employer, and charged to a Participant's Account under this Plan, if (i) the Par- ticipant has separated from service with the Em- ployer and become an employee of the other em- ployer, (ii) the other employer's plan provides that such transfer will be accepted, and (iii) the Partici- pant and the employers have signed such agree- ments as are necessary to assure that the Employer's liability to pay benefits to the Participant has been discharged and assumed by the other employer. The Employer may require such documentation from the other plan as it deems necessary to effec- tuate the transfer, to confirm that such plan is an eligible deferred compensation plan within the meaning of section 457 of the Code, and to assure that transfers are provided for under such plan. Such transfers shall be made only under such circumstances as are permitted under section 457 of the Code and the regulations thereunder. Section 6.04 Employer Liability: In no event shall the Employers liability to pay benefits to a Participant under Article VI exceed the value of the amounts credited to the Participant's Account; the Employer shall not be liable for losses arising from deprecia- tion or shrinkage in the value of any investments acquired under this Plan. ARTICLE VII. BENEFITS Section 7.01 Retirement Benefits and Election on Separation from Service: Except as otherwise provided in this Article VII, the distribution of a Participant's Account shall commence as of April 1 of the calendar year after the Plan Year of the Participant's Retirement, and the distribution of such Retirement benefits shall be made in accordance with one of the payment options described in Sec- tion 7.02. Notwithstanding the foregoing, the Partici- pant may irrevocably elect within 60 days following Separation from Service to have the distribution of benefits commence on a fixed or determinable date other than that described in the preceding sentence which is at least 60 days after the date such election is delivered'in writing to the Employer and forwarded to the Administrator, but not later than April 1 of the year following the year of the Participant's Retire- ment or attainment of age 70-1/2, whichever is later. Section 7.02 Payment Options: As provided in Sections 7.01, 7.04, and 7.05, a Participant or Beneficiary may elect to have the value of the Participant's Account distributed in accordance with one of the following payment options, provided that such op- tion is consistent with the limitations set forth in Section 7.03: (a) Equal monthly, quartedy, semi-annual or annual payments in an amount chosen bythe Participant, continuing until his Account is exhausted; (b) One lump -sum payment; (c) Approximately equal monthly, quarterly, semi- annual or annual payments, calculated to continue for a period certain chosen by the Participant. (d) Annual Payments equal to the minimum distributions required underSection 401(a)(9) of the Code over the life expectancy of the Participant or over the life expectancies of the Participant and his/her Beneficiary. (e) Payments equal to payments made by the issuer of a retirement annuity policy acquired by the Employer. (f) Any other payment option elected by the Participant and agreed to by the Employer and Administrator, provided that such option must provide for substantially nonincreasing payments for any period after the latest benefit commencement date under Section 7.01. A Participant's or Beneficiary's election of a payment option must be made at least 30 days before the payment of benefits is to commence. If a Participant or Beneficiary fails to make a timely election of a payment option, benefits shall be paid monthly under option (c) above for a period of five years. Section 7.03 Limitation on Options: No payment option may be selected by a Participant or Beneficiary under Sections 7.02, 7.04, or 7.05 unless it satisfies the requirements of Sections 401(a)(9) and 457(d)(2) of the Code, including that payments commencing before the death of the Participant shall satisfy the incidental death benefits requirement under Section 457(d)(2)(B)(i)(1). Unless otherwise elected by the Participant, all determinations under Section 401(a)(9) shall be made without recalculation of life expectancies. Section 7.04 Post-retirement Death Benefits: (a) Should the Participant die after he/she has begun to receive benefits under a payment option, the remaining payments, if any, under the payment option shall be payable to the Participant's Beneficiary commenc- ing within the 30 -day period commencing with the 61st day after the Participant's death, unless the Beneficiary elects payment under a different pay- ment option that is available under Section 7.02 within 60 days of the Participant's death. Any different payment option elected by a Beneficiary under this section must provide for payments at a rate that is at least as rapid as under the payment option that was applicable to the Participant. In no event shall the EmpioyerorAdministratorbe liable to the Beneficiary for the amount of any payment made in the name of the Participant before the Administrator receives proof of death of the Participant. (b) If the designated Beneficiary does not v, to live for the remaining period of payrr the payment option, then the oommu� remaining payments under the paymi last known mailing address, and (iii) the Partici- pant fails to obtain an order of the court in the proceeding relieving the Employer or Administra- tor from the obligation to comply with the judg- ment, decree, or order. (c) Participation in Legal Proceedings: The Em- ployer and Administrator shall not be obligated to defend against or set aside any judgment, decree, or order described in paragraph (a) or any legal order relating to the garnishment of a Participant's benefits, unless the full expense of such legal action is borne by the Participant. In the event that the Participant's action (or inaction) nonetheless causes the Employer or Administrator to incur such expense, the amount of the expense may be charged against the Participant's Account and thereby reduce the Employer's obligation to pay benefits to the Partici- pant. In the course of any proceeding relating to divorce, separation, or child support, the Employer and Administrator shall be authorized to disclose information relating to the Participant's Account to the Participant's spouse, former spouse, or child (including the legal representatives of the spouse, former spouse, or child), or to a court. ARTICLE IX. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT AGREEMENTS This plan serves in addition to any other retirement, pension, or benefit plan or system presently in existence or hereinafter established for the benefit of the Employer's employees, and participation hereunder shall not affect benefits receivable under any such plan or system. Nothing contained in this Plan shall be deemed to constitute an employment contract or agreement between any Partici- pant and the Employer or to give any Participant the right to be retained in the employ of the Employer. Nor shall anything herein be construed to modify the terms of any employment contract or agreement between a Participant and the Employer. ARTICLE X. AMENDMENT OR TERMINATION OF PLAN The Employer may at any time amend this Plan provided that it transmits such amendment in writing to the Administra- tor at least 30 days prior to the effective date of the amend- ment. The consent of the Administrator shall not be required in order for such amendment to become effective, but the Administrator shall be under no obligation to continue acting as Administrator hereunder if it disapproves of such amend- ment. The Employer may at any time terminate this Plan. The Administrator may at any time propose an amend- ment to the Plan by an instrument in writing transmitted to the Employer at least 30 days before the effective date of the amendment. Such amendment shall become effective un- less, within such 30 -day period, the Employer notifies the Administrator in writing that it disapproves such amendment, in which case such amendment shall not become effective. In the event of such disapproval, the Administrator shall be under no obligation to continue acting as Administrator hereunder. If this Plan document constitutes an amendment and restatement of the Plan as previously adopted by the Employer, the amendments contained herein shall become effective on January 1, 1989, and the terms of the preceding Plan document shall remain in effect through December 31, 1988. Except as may be required to maintain the status of the Plan as an eligible deferred compensation plan under Section 457 of the Code or to comply with other applicable laws, no amendment or termination of the Plan shall divest any Participant of any rights with respect to compensation de- ferred before the date of the amendment or termination. ARTICLE XI. APPLICABLE LAW This Plan shall be construed under the laws of the state where the Employer is located and is established with the intent that it meet the requirements of an "eligible deferred compensation plan" under Section 457 of the Code, as amended. The provisions of this Plan shall be interpreted wherever possible in conformity with the requirements of that section. ARTICLE XII. Any notice to a party of this plan document shall be given at the last address provided in writing from one party to another party. Any notice such mailed shall be determined to have been received by such party. I In r a a m ry .. 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IGI I B I I I 1 I 1 I 1 I I I I 1 1 1 m O 1 1 I I Yf rbpGN O.m I m 1 m 1 m 1 O� 1 "GOO 1 d I b V b r 01 N r1 I r l� l r l O I I 1 1 1 4 I I I I d 1 I 1 I I 1 I I 1 1 mmbb'Imrm I H I m l '1 I NI arminrmNalal Ia1 m T 1 N 01 m V r N N B 1 m I I m 1 I m I m m m m r N OI I N I I N m� i mmuN+ ami 1 01 r I OI / ti l 1 a 1 I a I >' r4 I V N I • I 1 • I W I m l I m l I I 1 I Y I I I I I A I I 1 I I I I 1 1 I I M O .7 O I F m F h m W 1 d I I W U D 7 D 1 Z F U> m Y m I W aGZ GL > Z I F yml 004E O C 7 CI 1 N m CI=z W N W M 1 W W W N N rl U W 0 2 On M N M m 1 m CIF 400m d d D I CC O W>I .L UM Y A F w 4 cc TI m O fit O Y c7D M O O_ W W> C ti I FI W me 6i w fi7 wO CZI C(ad u I O S U Z W> 4 S Y aoa1 omw a Declaration of Trust of the ICMA Retirement Trust (Appendix B) ICMA RETIREMENT CORPORATION DECLARATION OF TRUST OF [CMA RETIREMENT TRUST ARTICLE I. NAME DEFINITIONS Section 1.1 Name: The Name of the Trust. as amended and restated hereby, is the ICMA Retirement Trust. Section 1.2 Definitions: Wherever they are used herein. the following terms shall have the following respective meanings (a) Bylaws. The bylaws 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 retirement income and other deferred benefits to its employees in accordance with the provision 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 Compensation agreements with its employees or in connection with its Qualified Plan. (e) Guaranteed Investment Contract. A contract entered into by the Retirement 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) ICMA/RC Trustees. Those Trustees elected by the Public Employers who, in accordance with the provisions of Section 3.1(a) hereof, are also members, or former members, of the Board of Directors of ICMA or RC. (h) Investment Adviser. The Investment Adviser that enters into a contract with the Retirement Trust to provide advice with respect to investment of the Trust Property. (i) Portfolios. The Portfolios of investment 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. (j) Public Employee Trustees. Those Trustees elected by the Public Employers who, in accordance with the provision of Section 3.1(a) hereof, are full- time employees of Public Employers. (k) Public Employer Trustees. Public Employers who serve as trustees of the Qualified Plans. (I) 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 qualification requirements of Section 401 of the Internal Revenue Code, as amended. (n) RC.The International City Management Association Retirement Corporation. (o) Retirement Trust. The Trust created by the 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 benefit of Employees pursuant to Qualified Plans. The Trust Property shall include any income resulting from the investment to the amounts so held, (q) Trustees. The Public Employee Trustees and ICMA/RC Trustees elected by the Public Employers to serve as members of the Board of Trustees of the Retirement Trust, ARTICLE It. 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 Public 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 connection with their Deferred Compensation and Qualified Plans, The Trust Property shall be invested in the Portfolios. in Guaranteed Investment Contracts. and in other invest. ments recommended by the Investment Adviser under the supervision of the Board of Trustees. No partof the Trust Property will be invested in securities issued by Public Employers. Section 2.3 Ownership of Trust Property: The Trustees shall have legal title to the Trust Property. The Public Employers shall be the beneficial owners of the portion of the Trust Property allocable to the Deferred Com- pensation Plans. The portion of the Trust Property allocable to the Qualified Plans shall be held for the Public Employer Trustees for the exclusive benefit of the Employees. ARTICLE III. TRUSTEES Section 3.1 Number and Oualification of Trustees: (a)The Board of Trustees shall consist of nine Trustees. Five of the Trustees shall be full-time employees of a Public Employer (the Public Employee Trustees) who are authorized by such Public Employerto serve as Trustee. The remaining four Trustees shall consist of two per- sons 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 Trustees 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 Term: (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 Public Employee Trust- ees. The Nominating Committee shall choose candi- dates for Public 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 subse- quent accounting) by an instrument in writing signed by the Trustee and delivered to the other Trustees and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instru- ment. Any of the Trustees may be removed for cause, by a vote of a majority of the Public Employers. (b) Each Public Employee Trustee shall resign his or her position as Trustee within sixty days of the date on which he or she ceases to be a full-time employee of a Public Employer. Section 3.5 Vacancies: The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, removal, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee. In the case of a vacancy, the remaining Trustees shall appoint such person as they in their discretion shall see fit (subject to the limitations set forth in this Section), to serve for the unexpired portion of the term of the Trustee who has resigned or otherwise ceased to be a Trustee. The appointment shall be made by a written instrument signed by a majority of the Trustees. The person appointed must be the same type of Trustee (i.e., Public Employee Trustee or ICMA/ RC 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 date by reason of retirement or resignation, provided that such appointment shall not become effective prior to such retirement or resignation. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this Section 3.5, the Trustees in office, 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 Declara- tion. A written instrument certifying the existence of such vacancy signed by a majority of the Trustees shall be conclusive evidence of the existence of such va- cancy. Section 3.6 Trustees Serve in Representative Capacity: By executing this Declaration, each Public Employer agrees that the Public Employee Trustees elected by the Public Employers are authorized to act as agents and representatives of the Public Employers collec- tively. ARTICLE IV. POWERS OF TRUSTEES Section 4.1 General Powers: The Trustees shall 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, Public Employer Trustees or other Trustee of any Employer Trust; (b) enter into a contract with an Investment Adviser providing, among other things, forthe establishment and operation of the Portfolios, selection of the Guaranteed Investment Contracts in which the Trust Property may be invested, selection of the other investments for the Trust Property and the payment of reasonable fees to the Investment Adviser and to any sub -investment adviser retained by the Investment Adviser; (c) review annually the performance of the Investment Adviser and approve annually the contract with such Investment Adviser; (d) invest and reinvest the Trust Property in the Portfolios. the Guaranteed Interest Contracts and in any other investment recommended by the Investment Adviser, but not including securities issued by Public Employers, provided that if a Public Employer has directed that its monies be invested in specified Portfolios or in a Guaranteed Investment Contract. the Trustees of the Retirement Trust shall invest such monies in accordance with such directions: (e) keep such portion of the Trust Property in cash or cash balances as the Trustees, from time to time. may deem to be in the best interest of the Retirement Trust created hereby without liability for interest thereon; (f) accept and retain for such time as they may deem advisable any securities or other property received or acquired by them as Trustees hereunder. whether or not such securities or other property would normally be purchased as investment 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 nom mee. and to hold any investments in bearer from, 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 transfer and conveyance and any and all other instruments that maybe necessary or appropriate to carry out the powers herein granted: (I) 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 conversion privileges, subscription rights. or other options, and makeanypayments incidental thereto: oppose, or consent to, or otherwise participate in, corporate reorganizations or to other changes affecting corporate securities, and delegate discretionary powers and pay any assessments or charges in connection therewith; and generally exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of the Trust Property; Q) enter into contracts or arrangements for goods or services required in connection with the operation of the Retirement Trust, including, but not limited to, contracts with custodians and contracts for the provision of administrative services: (k) borrow or raise money for the purposes of the Retirement Trust in such amount, and upon such terms and conditions, as the Trustees shall deem advisable, provided that the aggregate amount of such borrowings shall not exceed 30% of the value of the Trust Property. No person lending money to the Trustees shall be bound to see the application of the money lent or to inquire into its validity, expediency or propriety or any such borrowing; (I) incur reasonable expenses as required for the operation of the Retirement Trust and deduct such expenses from of the Trust Property; (m) pay expenses properly allocable to the Trust Property incurred in connection with the Deferred Compensation Plans, Qualified Plans, or the Employer Trusts and deduct such expenses from the portion of the Trust Property to whom such expenses are properly allocable; (n) pay out of the Trust Property all real and personal property taxes, income taxes and 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 of. the Trust Property and allocate any such taxes to the appropriate accounts: (o) adopt, amend and repeal the bylaws, provided that such bylaws 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 ora Qualified Plan under Section 401 of the Internal Revenue Code, as amended: (q) issue the Annual Report of the Retirement Trust, and the disclosure documents and other 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, auditors 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 delegation would violate their fiduciary duties: (t) provide for the indemnification of the Officers and Trustees of the Retirement Trust and purchase fiduciary insurance: (u) maintain books and records, including separate accounts for each Public Employer, Public Employer Trustee or Employer Trust and such additional separate accounts as are required under, and consistent with, the Deferred Compensation 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 mention 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 Trust Property: Distributions of the Trust property shall be made to, or on behalf of, the Public Employer or Public Employer Trustee, in accor- dance with the terms of the Deferred Compensation Plans, Qualified Plans or Employer Trusts, The Trust- ees 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 ascertain- ing whether such payments are in compliance with the provision of the Deferred Compensation or Qualified Plans, orthe agreements creating the EmployerTrusts. Section 4.3 Execution of Instruments: The Trustees may unanimously designate any one or more of the Trust- ees to execute any instrument or document on behalf of all, including but not limited to the signing or endorse- ment of any check and the signing of any applications, insurance and other contracts, and the action of such designated Trustee or Trustees shall have the same force and effect as if taken by all the Trustees. ARTICLE V. DUTY OF CARE AND LIABILITY OF TRUSTEES Section 5.1 Duty of Care: In exercising the powers hereinbefore granted to the Trustees, the Trustees shall perform all acts within their authority for the exclusive purpose of providing benefits for the Public Employers in connection with Deferred Compensation Plans and Public Employer Trustees pursuant to Quali- fied Plans, and shall perform such acts with the care, skill, prudence and diligence in the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. Section 5.2 Liability: The Trustees shall not be liable for any mistake of judgment 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 Investment Adviser or any sub -investment adviser. accountants. appraisers or other experts or consultant selected with reasonable care by the Trustees, officers or employees of the Retirement Trust. The Trustees shall also not be liable 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 forth in Section 5.1. 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 transac- tions of the Retirement Trust, including financial statements which shall be certified by independent public accountants chosen by the Trustees. ARTICLE VII. DURATION OR AMENDMENT OF RETIREMENT TRUST Section 7.1 Withdrawal: A Public Employer or Public Em- ployer 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 Property allocable to the Public Employer is derived from compensation de- ferred by employees of such Public Employer pursuant to its Deferred Compensation Plan or from contribu- tions to the accounts of Employees pursuant to a Qualified Plan, and shall designate the financial institu- tion 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 vote. Upon termination. all of the Trust Property shall be paid out to the Public Employers, Public Employer Trustees or the Trustees of the Employer Trusts, as appropriate. Section 7.3 Amendment: The Retirement Trust may be amended by the vote of a majority of the public Employ- ers, each casting one vote. Section 7.4 Procedure: A resolution to terminate or amend the Retirement Trust or to remove a Trustee shall be submitted to a vote of the Public Employers if: (i) a majority of the Trustees so direct, or; (ii) a petition requesting a vote signed by not less that 25 percent of the Public Employers, is submitted to the Trustees. ARTICLE VIII. MISCELLANEOUS Section 8.1 Governing Law: Except as otherwise required by state or local law, this Declaration of Trust and the Retirement Trust hereby created shall be construed and regulated by the laws of the District of Columbia. Section 8.2 Counterparts: This Declaration may be ex- ecuted by the Public Employers and Trustees in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.