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(o) adopt, amend and repeal the Bylaws, provided that
<br />such By-laws ue at alul nmes constietu with the terms
<br />of this Declaration of Tnur
<br />(p) employ petsotu to make available interests in the
<br />Retirement Trust ro employers cligible to maintain a
<br />Deferred Compensation Plan under Section 457 a a
<br />Qualified Plan under Section 401 of the lncemal
<br />Revenue Code, u amended;
<br />(q) issue the Annual Report of the Retirement Tn,st, and
<br />the dixlosure documents and other Iitetaturc used by
<br />the Retirement Tnut;
<br />(r) in addition to cotductinngg the investment program
<br />authorittd in Section 4.t(d), make loans, including
<br />the purchase of debt obligations, provided tlrac all such
<br />loans shall beu interest at the current marks ratr,
<br />(s) wntraccfa,asddelegueanypowcrsgrantedhereurder
<br />to, such officers, agents, employees, auditors and
<br />attorneys as the Trunees may xleu, provided chat the
<br />Trustees may rats delegate the powers xc fotth in
<br />Pu'+gnP~ (b), (c) sad (o} of this Section 4.l and may
<br />rats delegate any powers if such delegation woo Id violate
<br />their fiduciary duties;
<br />Id Qnovide for the indemnificuion of the Officers and
<br />TrustcesoftheRetiremauTnutard purclraxfiduciary
<br />innoance;
<br />In) maittainbooksacdreoords,itrludingsepatueacconnts
<br />fa each Public Employer, Public Employer Trustce or
<br />Empkryer Trust and such additional sepuace accounts
<br />u arc required order, and consistent with. the Deferred
<br />Compensation or Qualified Plan of each Public
<br />Employer; and
<br />(v) do all such sus, take all such proceedings, and ezucise
<br />all srrrh rights and privileges, although tux specifurally
<br />mentioned herein, as the Truscces may deem naessary
<br />or appropriate ro administer the Trust p~~y std ro
<br />carry out the purposes of the Retirement Tnrsi.
<br />Section 41 Disesibndon of Trust Property: Distributions of the
<br />Tttssc property shall be made ro, or on behalf of, the Public
<br />Employer or Public Employer Trustee. in accordance with
<br />the terms of the Defeaned Co rmtion Plan:. Qualified
<br />Plans or Emplgrcr Tnucs. The Trustees of clu Retirement
<br />Trust shall be fully proceued in makitrg payments in ac~or~
<br />darrcewiththe dircuionu of the Public Employers, Public
<br />Empk:yer Tnucees a cuscces or administrators of any
<br />Employer Trust without asce:r~initrg whether such pay-
<br />mears are in u>tnpliarsce with the orons of the app{i•
<br />cable Deferred Compemation or ed Plan or Fm-
<br />pk~yer Tnuc.
<br />Section 43 Exeenaon of Instnsmmcs: The Truxees may
<br />rmaniarously designate any one a arore of the Trusters m
<br />execrue any itst:ntaetu or documau on behalf of all,
<br />inci but trot limited ro the signmg or ctrdotxrtrenc of
<br />say ch and the signing of any app. licaciars irwaatrce
<br />and ocher contsaets. and the action of such desiginted
<br />Ttnstee or Ttuatees shall have the same force acrd a eu as
<br />ff dun bq all the Trustees.
<br />~U .DUTY OF CARE AND LIABILITY OF
<br />Section 5.1 Dnty of Caen in exercising the ppoaurrers lxteinbe(ore
<br />gtaated ro the Trustees, c)re Trustees steal! perform all acts
<br />ttithin their authority for the atclusive propose of provid•
<br />ing benefio Fa the Public Emp~ m connection with
<br />Deferred Compawtiort Plans sad Public Employer Tnust•
<br />erspu~uanc roQualified Pions, and shall peaform such acts
<br />widt the nre, skill, ppmdetKe and diligence in [he cimmt-
<br />stances then prcv>ilmg that a prudent peoon acing in a
<br />amended January 1995
<br />like capacity and familiar with such matters would ux in
<br />the wnduct of an enterprise of a like character and with
<br />like aims.
<br />Scctioa 5.2 L'ubility: The Trustees shall not be liable for any
<br />mistake of judgment or ocher action taken in good faith,
<br />and forany acrion raker oromitted in reliance in good faith
<br />upon the books of account or ocher records of the Retirc-
<br />menu Tnut, upon the o~rnion of counsel, or upon reports
<br />made to the Retirement Tnut by any of its officers, employ-
<br />ees aagents a by the lnvestmenc Adviser or any sub•
<br />investment advixr, accountant, app~iser a ocher expect
<br />aconwlant xlected with reasonable care by the Tnutees,
<br />officers or employees of the Retirement Trust. The Trust•
<br />eesshall also nor be liable far any loss suspined by the Trust
<br />P by reason of any investment made in good faith
<br />and in cc ~ar-ca ord a with the standard of care xt toah in
<br />Seuion 5.1.
<br />Section 53 Boad: No Tnutee shall be obligated co give any
<br />bond or other security for dx performance of any of his or
<br />herduties hereurrde:.
<br />ARTICLE VI. ANNUAL REPORT TO SHAREHOLDERS
<br />The Trustees shall annually submit co the Public Employers and
<br />Public Employer Trustees a written report of the mnsauiont of the
<br />Retirement Trust, including finatrcial statements which shall be
<br />certified by independent public accounonrs rhoxn by the Trustees.
<br />ARTICLE VII. DURATION OR AMENDMENT OF
<br />RETIREMENT TRUST
<br />Srxtioa 7.1 Withdrawal: A Public Employer or Public Employer
<br />Tnntec may. u any time, widdnw from this Retirement
<br />Trust by deli rangg ro the Board of Trustees a written
<br />statement of dtdrawal. In such sruemenc, the Public
<br />Employer or Public Employer Tnutee shall acknowledge
<br />that the Tnuc Property allonble co the Public Employer a
<br />derived fiom coarpassacion defeated bq employees of wch
<br />Public Employer purwaru ro us Deferred Co ion
<br />Plan or from umtributiotrs ro the accounts of~mpl~oyees
<br />ro a Qualified Plan, and shall designate the
<br />institution ro which such p shall be trans-
<br />ferred by the Trustees of the Retirerwenc Taut or by the
<br />tnncee or adminiuntor under an Employer Tnuc.
<br />Section 72 Duration: The Rctiremeru Trust shall conrinue
<br />until rcranirrarcd by the voce of a majority of the Public
<br />Employers, ea~hcaurngonevote. Uponcerntimcion,aUof
<br />the Trust Property siraU be paid out to the Public Employ
<br />ers,Public EmpioyerTnrsceesathctnutees or adminism•
<br />too of the Eanplayer Trusts, as approprute.
<br />Section 73 Ammdmma The Reriraamt Trust array be amended
<br />by the voce of a majority of the Public Empkryas, each
<br />casting one vote.
<br />Section 7.4 Ptotxdure: A resolution ro temrinate or amend the
<br />Retircmenc Trust a ro remove a Tnucee shall be submitted
<br />0o a vote of the Public Empioyea if: (i) a majority of the
<br />Tnntces so direst, or, (ii) a perition requiting a vac
<br />signed by rats less that 25 peacenc of the Public Empbyers,
<br />is snbmiaed ro the Tnocees.
<br />ARTICLE vin;isISCEI.LANEOUS
<br />Section 8.1 Govanin; Law: Except a: othetwix regnued by
<br />state a local law, this Declaration of Trust and the Retire-
<br />tamtTrust he:ebyaeated shall be mmcroedand regulated
<br />b1 the laws of the District of Columbia.
<br />Section 8.Z Comteeparu: This Declaration may be exacted by
<br />the Public Empkr~ea std Trustee m two a mar camcer-
<br />psrts,each ofwhich shall be deemed an origiml but all of
<br />which togaher shall constitute one std the same insaru:rarc.
<br />
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