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<br />APPENDIX B
<br />
<br />.'
<br />
<br />DECLARATION OF TRUST
<br />OF
<br />ICMA RETIREMENT TRUST
<br />
<br />ARTICLE I. NAME AND DEFINITIO~S
<br />
<br />Section 1.1 Name: The Name of the Trust, as amended and restated hereby,
<br />is the ICMA Retirement Trust.
<br />
<br />Section 1.2 Definitions: Wherever they are used herein, the following terms
<br />shall have the following respective meanings:
<br />
<br />(a) By-laws, The By-Laws referred to in Section 4,1 hereof, as amended from
<br />time to time,
<br />
<br />(b) Deferred Compensation Plan, A deferred compensation plan established
<br />and maintained by a Public Employer for the purpose of providing retire:
<br />ment income and other deferred benefits to its employees in accordance
<br />with the provisions of section 457 of the Internal Revenue Code of 1954,
<br />as amended,
<br />
<br />(c) Employees, Those employees who participate in Qualified Plans,
<br />
<br />(d) Employer Trust. A trust created pursuant to an agreement between RC
<br />and a Public Employer for the purpose of investing and administering the
<br />funds set aside by such Employer in connection with its Deferred Compen-
<br />sation agreements with its employees or in connection with its Qualified Plan,
<br />
<br />(e) Guaranteed Investment Contract. A contract entered into by the Retire-
<br />ment Trust with insurance companies that provides for a guaranteed rate
<br />of return on investments made pursuant to such contract.
<br />
<br />(f) ICMA. The International City Management Association,
<br />
<br />(g) ICMNRC Trustees, Those Trustees elected by the Public Employers who,
<br />in accordance with the provisions of Section 3,1(a) hereof, are also mem-
<br />bers of the Board of Directors of ICMA or RC, \
<br />
<br />(h) Investment Adviser, The Investment Adviser that enters into a contract
<br />with the Retirement Trust to provide advice with respect to investment of
<br />the Trust Property,
<br />
<br />(i) Portfolios, The Portfolios of investments established by the Investment
<br />Adviser to the Retirement Trust. under the supervision of the Trustees, for
<br />the purpose of providing investments for the Trust Property,
<br />
<br />(D Public Employee li'ustees. Those Trustees elected by the Public Employers
<br />who, in accordance with the provisions of Section 3,1 (a) hereof, are full-time
<br />employees of Public Employers.
<br />
<br />(k) Public Employer Trustees, Public Employers who serve as trustees of
<br />the Qualified Plans,
<br />
<br />(I) Public Employer. A unit of state or local government, or any agency or
<br />instrumentality thereof, that has adopted a Deferred Compensation Plan or
<br />a Qualified Plan and has executed this Declaration of Trust.
<br />
<br />(m) Qualified Plan, A plan sponsored by a Public Employer for the purpose
<br />of providing retirement income to its employees whiCh satisfies the qualifi-
<br />cation requirements of Section 401 of the Internal Revenue Code, as
<br />amended,
<br />
<br />(n) RC, The International City Management Association Retirement Corpo-
<br />ration,
<br />
<br />(0) Retirement Trust. The Trust created by this Declaration of Trust.
<br />
<br />(p) Trust Property, The amounts held in the Retirement Trust on behalf of the Public
<br />Employers in connection with Deferred c,;)mpensation Plans and on behalf of the
<br />Public Employer Trustees for the exclusive benefit of Employees pursuant to Quali-
<br />fied Plans, The Trust Property shall include any income resulting from the invest-
<br />ment of the amounts so held,
<br />
<br />(q) Trustees. The Public Employee Trustees and ICMAlRC Trustees elected by the
<br />Public Employers to serve as members of the Board of Trustees of the Retirement
<br />Trust.
<br />
<br />ARTICLE II. CREATION AND PURPOSE OF THE TRUST; QWNERSHIP
<br />OF TRUST PROPERTY
<br />
<br />Section 2.1 Creation: The Retirement Trust is created and established by
<br />the execution of this Declaration of Trust by the Trustees and the Public
<br />Employers.
<br />
<br />Section 2.2 Purpose: The purpose of the Retirement Trust is to provide for
<br />the commingled investment 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 invested in the Portfolios, in Guaranteed Investment Contracts,
<br />and in other investments recommended by the Investment Adviser under the
<br />supervision of the Board of Trustees. No part of the Trust Property will be invested
<br />in securities issued' by Public Employers.
<br />
<br />Section 2.3 Ownership of Trust Property: The Trustees shall have legal
<br />title to the Trust Property, The Public Employers shall be the beneficial owners
<br />of the portion of the Trust Property allocable to the Deferred Compensation
<br />Plans, The portion of the Trust Property allocable to the Qualified Plans shall
<br />be held for the Public Employer Trustees for the exclusive benefit of the
<br />Employees,
<br />
<br />ARTICLE III. TRUSTEES
<br />
<br />Section 3.1 Number and Qualification of Trustees_
<br />
<br />(a) The Board of Trustees Shall consist of nine Trustees, Five of the Trustees
<br />shall be full-time employees of a Public Employer (the Public Employee
<br />Trustees) who are 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, are members of the Board of Directors of
<br />ICMA and two persons who, at the time of election, are members of the Board
<br />of Directors of RC (the ICMAlRC Trustees), One of the Trustees who is a director
<br />of ICMA, and one of the Trustees who is a director of RC, shall, at the time
<br />of election, be full-time employees of a Public Employer,
<br />
<br />(b) No person may serve as a Trustee for more than one term in any ten-year
<br />period,
<br />
<br />Section 3.2 Election and Term.
<br />
<br />(a) Except for the Trustees appointed to fill vacancies pursuant to Section 3,5
<br />hereof, the Trustees Shall be elected by a vote of a majority of the Pubiic
<br />Employers in accordance with the procedures set forth in the By-Laws,
<br />
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