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Section 3.3 Nominations: The Tnuteis who are full-time thelnvesttnentConmctsandinanyaherinvestment
<br />employees of Public Employeeshallserve asthe Nominal- recommended by the lnvetmrnt Adviser, but not
<br />ing Committee for the Public Employee Trusties. The
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<br />C including securities iuued by Public Employee.
<br />erhudirected that its
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<br />ominating
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<br />E~ k~yee Tnutee in accordance with the procedure sit monies be invested in oral or more specified Portfolios
<br />forth in the By-laws. or in an Investment Concoct, the Trustee of the
<br />Secdon 3.4 Resignation and Removal: (a) Any Trustee may Retirement Trust shall invest such monies in
<br />aceotdance with such directions:
<br />resign u Trustee (without need for prior or subsequent
<br />accotutting) by an instrument in writing signed by the (e) keepwchportionoftheTrustPtoperryincuhorcuh
<br />Tnutee and delivered to the other Trustee and such balances u the Trustees, from time to time, maydeem
<br />resigmcion shall be effective upon such delivery, or at a to be in the best interest of the Retirement Trust
<br />leer date according to the terrru of the irutrumenc. Any of crated hereby without liability for interest thereon;
<br />the Tnuxees may be removed for cause, by a vote of a (fl accept aid retain for such time u they may deem
<br />majority of the Public Employers. (b) Each Public Em- advisable any secudtie or other pcopeay received or
<br />ployee Trustee shall rrn~gn his or her position u Trustee
<br />on which he or she ceases to
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<br />dat acquired by them u Trustees hereunder, whether or
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<br />nor such secuntie or abet propeny wou
<br />be a full-time employee of a Public Employer. be purchased u investment hereunder,
<br />Section 3.5 Vaanaes: The term of office of a Trustee shall (p~ cause any securities or ocher property held u part of
<br />termirute and a vacancy shall occur in the event his or her the Trust Property to be registered in the name of the
<br />daub, resigrntion, removal, adjudicated incompetence or Retirement True or in the name of a nominee, and to
<br />other incapacity to perform the duties of the otiice of a hold any investmtna in bent form, but the books
<br />Trustee. [n the rase of a vacancy, the remaining Trustees and records of the Trustees shall at all times show chat
<br />shall apppoint such person u they in their discrinon shall
<br />see fit (wbjea to the limitations sit forth in this Section) all such invesrrrirne are a part of the Taut Property;
<br />,
<br />ro serve forthe unexpired portion of the cermof rite Tnntee (h) make. execute, acknowledge, and deliver any and all
<br />documrne of transfer and conveyance and any and all
<br />who has resigned or otherwise ceased to be a Trustee. The
<br />appointment shall be made by a writtrn insaument signed
<br />otheriruttumena that may be rucesaryorappropriate
<br />by a majority of the Tnucees. The person appohued muu
<br />be the same type of Trustee (i.i., Public Employee Tnutee to carry out the powers herein granted;
<br />(i) vote any stock, bonds, of other securities; give
<br />or ICMAIRC Tnrstee) u the person who hu ceased to be gautal oc special Proxies or powers of atcomey with
<br />a Trustee. An appointment of a Tnutee maybe made in or without power of substitution; exercise any
<br />antieipuion of a vacancy to occur at a later date by reason
<br />h
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<br />d
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<br />h conversion privileges, subscription riggha, or other
<br />ments incidental thereto:
<br />and make an
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<br />at suc
<br />tetireroent or resigrntion, provi
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<br />mau shall trot become effective prior ro such retirement or y p
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<br />oppose. or cartserit ro, or otherwise participate in,
<br />tesignuion. Whenever a vacancy shall occur, until srrrh cocpotatereorganiatiorssorcoothachartgesaffating
<br />vacancy is filled u pprovided in this Section 3.5, the Truu•
<br />ees in office, regardleu of their number, shall have aif the catpon~esecocides,atddelegatediscretionarypowers
<br />ud pay arty asseuments or charges in connection
<br />powee granted to the Trustees and shall dischuge all the there+rich: and generally exercise any of the powers of
<br />duties imposed upon the Trustees by this Declaracwn. A as owner with respecr to :cocks, boridt. securitie or
<br />written instrument certifying the existence of a vaaticy other property held as part of the Tent Property;
<br />sighed by a majority of the Tnutees shall be wttclusive (jI enter into cauraca or areangertiertts for goods or
<br />evidence of the existence of such vacancy.
<br />C
<br />B
<br />S services tequieed in connection with the o ion of
<br />but trot invited co
<br />the Retiremett Tnut
<br />includin
<br />apadty:
<br />y
<br />Section 3.6 Tcaatea
<br />erve in Representative
<br />executing this Deelaruian, each Public Em er agrees .
<br />,
<br />g,
<br />eontraccs with custodians and contracts for the
<br />that the Public Employee Tnutee elected by the Public provision of ad~*;*~~tive setvicefi
<br />Employers are authorised to act u agates and represerua- (k) borrow or Wise money for the purposes of the
<br />rives of the Public Ertpkiyers collectively. Retirement Trust in such amo[uic, and upon such
<br />ARTICLE N. POWERS OF TRUSTEES rerun and condition, u the Tnrstee shall deem
<br />advisable, provided brat the aggregate artiount of such
<br />Sation 4. I Geaaal Powers: The Tnutees shall have the
<br />Per borrowings :hail nor exceed 3096 of the value of the
<br />ro eordirct the busines of the Tnut and to carry
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<br />S Tent P No person lending money to the
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<br />P ~ bound to see the lintion of the
<br />Tnsstees
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<br />P~ u[orrey late or ro irquire into its va, expediestcy
<br />(a) reuive the Taut Property from the Public Employee, or propriety or any such botrowirtg;
<br />PnblieFsopksyerTrtuteesathetnuteeaadrainisQUa (l) ireeurteasorobleexpertsesurequiredfortlxopeaaat
<br />order any Employer Tent: of the Retima[a-t Trust ar-d deduct such expenses
<br />(b) enter into a eontnct with an [nvestrnent Adviser from of the Tent Property;
<br />Providing. among other things for the esnbiislimerrc (~ Pay expenses properly alkicable ro the Tent Property
<br />aad operation of the Portfolios. sciecrion of the
<br />InvrstatentContractsinwltichtheTnutPropettymay iriarrredinoonrieaionwiththeDeferred cron
<br />Plans, Qualified Pluu, or the Ernpkryer nuts and
<br />be invested, selection of the other investments for the dednct such expenses from that patios of the Trust
<br />Trux Prtipcrty and the paymeix of reasonable fees to P:~ycowltic~tsuchexpensaarepropedyallonble;
<br />the lavestment Adviser and co any wb•investment
<br />advser reairred by the investment Advise:; (a) pay out of the Tent Property all teal and personal
<br />
<br />(e) review annually the performance of the Investrnenc pxa, income taxes and other taxes of any
<br />a~ which, in the opinion of the Trustees.
<br />Adviser and approve annually the contrxt with such are pmperiy levied. or assessed order existing or
<br />lnvestusent Adviser, futtue laws upon, or in respect of, the Tent Property
<br />(d)investardttiinvesttheTnutPropecryinthePortfolios, ardatlocateariywrlstaxesrodteapproprfueaccouna;
<br />amended )anwry 1995
<br />2E:3
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