Exhibit (a)
RESTATED JOINT POWERS AGREEMENT AND DECLARATION OF TRUST made as of the
1st day of October, 1987, and amended as of the 1st day of August, 1988, AND as
of the 1st day of May, 1993, AND FURTHER AMENDED AS OF THE FIRST DAY OF
SEPTEMBER, 2005:
WITNESSETH:
WHEREAS, Iowa Code chapter 28E (the "Joint Powers Act") provides, among
other things, that public agencies (as such term is defined therein), by
agreement entered into through action of their Governing Bodies, may jointly or
cooperatively exercise powers which the public agencies are authorized to
exercise; and
WHEREAS, public agencies may enter into an agreement with one or more
public or private agencies in joint or cooperative action pursuant to the Joint
Powers Act, including the creation of a separate entity to carry out the purpose
of the agreement; and
WHEREAS, the term "public agency" is defined in the Joint Powers Act to
include Cities, City Utilities, or Counties of the State of Iowa; and
WHEREAS, Iowa Code sections 331.555 and 384.21 empower Cities, City
Utilities, and Counties to invest their moneys pursuant to a joint investment
agreement; and
WHEREAS, the Parties anticipate that other Public Agencies of the State
of Iowa may wish to become a Participant by adopting this Joint Powers Agreement
and Declaration of Trust and becoming party to it; and
WHEREAS, the Parties to this Joint Powers Agreement are Public Agencies
of the State of Iowa that desire by this Agreement and Declaration of Trust to
establish an entity for joint investment, pursuant to provisions of Iowa Code
chapter 28E, and Sections 331.555 and 384.21, as amended; and
WHEREAS, the purpose of this Joint Powers Agreement and Declaration of
Trust is to establish this Trust for investment of moneys not currently needed
by the Public Agencies of the State of Iowa which become Participants, so as to
enhance the investment opportunities available to them, and to increase the
investment earnings accruing to them respectively; and
WHEREAS, this Declaration of Trust is intended to be an agreement
entered into pursuant to the Joint Powers Act for the purpose of making
efficient use of Participants' power to jointly invest their respective funds in
accordance with the laws of the State of Iowa; and
WHEREAS, the Governing Body of each of the Parties has duly adopted a
resolution authorizing and approving this Joint Powers Agreement and Declaration
of Trust pursuant to the Joint Powers Act; and
WHEREAS, the Governing Body of each Eligible Public Agency, by its
approval of this Joint Powers Agreement and Declaration of Trust, has authorized
the joint investment of funds in investments of the nature permitted by Iowa law
and in the manner contemplated by this Joint Powers Agreement and Declaration of
Trust; and
WHEREAS, it is proposed that the beneficial interest in each series of
the Trust's assets shall be divided into non-transferable units of beneficial
interest, which shall be evidenced by a register maintained by the Trust or its
agent;
NOW, THEREFORE, the Parties hereby declare that all moneys, assets,
securities, funds and property now or hereafter acquired by the Trustees, their
successors and assigns under this Joint Powers Agreement and Declaration of
Trust shall be held and managed in trust for the equal and proportionate benefit
of the holders of record from time to time of shares of beneficial interest
herein, without privilege, priority or distinction among such holders, and
subject to the terms, covenants, conditions, purposes and provisions hereof.
ARTICLE I
THE TRUST
1.1 Name. The name of the common law trust created by this Joint Powers
Agreement and Declaration of Trust shall be Iowa Public Agency Investment Trust
(the "Trust") and, so far as may be practicable, the Trustees shall conduct the
Trust's activities, execute all documents and xxx or be sued under that name,
which name, and the word "Trust" wherever used in this Declaration of Trust,
except where the context otherwise requires, shall refer to the Trustees in
their capacity as Trustees, and not individually or personally, and shall not
refer to the officers, agents, employees, counsel, advisers, consultants,
accountants, or Participants of the Trust or of such Trustees. Should the
Trustees determine that the use of such name is not practicable, legal or
convenient, they may use such other designation or they may adopt such other
name for the Trust as they deem proper, and the Trust may hold property and
conduct its activities under such designation or name. The Trustees shall take
such action as they, acting with the advice of counsel, shall deem necessary or
appropriate to file or register such name in accordance with the laws of the
State of Iowa or the United States of America so as to protect and reserve the
right of the Trust in and to such name.
1.2 PURPOSE; ONLY CERTAIN PUBLIC AGENCIES TO BE PARTICIPANTS.
(a) The purpose of the Trust is to provide an instrumentality and
agency through which Eligible Public Agencies organized under the laws of the
State of Iowa may jointly and cooperatively exercise their power to jointly
invest their respective available moneys so as to enhance their investment
opportunities pursuant to an investment program conducted in accordance with the
laws of the State of Iowa, from time to time in effect, governing the investment
of Public Agency moneys. Only Eligible Public Agencies organized under the laws
of the State of Iowa may become Participants. An Eligible Public Agency may
become a party to this Declaration of Trust and may place moneys in the Trust
only if it is a member in good standing of its Association and the Governing
Body has duly adopted a resolution, and taken other necessary official action,
authorizing such Public Agency to become a Participant of the Trust and adopting
this Joint Powers Agreement and Declaration of Trust.
(b) It is not necessary for a Public Agency to place any moneys in the
Trust to become a Participant, and no minimum investment balance must be
maintained by a Public Agency which has become a Participant in order for such
Public Agency to continue to be a Participant.
1.3 Location. The Trust shall maintain an office of record in the State
of Iowa and may maintain such other offices or places of business as the
Trustees may from time to time determine. The initial office of record of the
Trust shall be: XXXXXX & XXXXXX, P.C., C/O XXXXXXXXX X. XXXX, 000 Xxxxx Xxxxxx,
Xxx Xxxxxx, Xxxx 00000. The office of record may be changed from time to time by
resolution of the Trustees, and notice of such change of the office of record
shall be given to each Participant.
1.4 NATURE OF TRUST AND DECLARATION OF TRUST.
(a) The Trust shall be a common law trust (also known as a business
trust) organized and existing under the laws of the State of Iowa. The Trust is
not intended to be, shall not be deemed to be, and shall not be treated as, a
general partnership, limited partnership, joint venture, corporation, investment
company, joint stock association or joint stock company. The Participants shall
be beneficiaries of the Trust, and their relationship to the Trustees shall be
solely in their capacity as Participants and beneficiaries in accordance with
the rights conferred upon them hereunder. (b) This Joint Powers Agreement and
Declaration of Trust is an agreement of indefinite term regarding the joint or
cooperative exercise of a power common to the parties thereto within the meaning
of the Joint Powers Act.
1.5 Definitions. As used in this Joint Powers Agreement and Declaration
of Trust, the following terms shall have the following meanings unless the
context hereof otherwise requires:
"Administrator" shall mean any Person or Persons appointed, employed or
contracted with by the Trustees under the applicable provisions of Section 3.1
hereof.
"Administration Agreement" shall mean the agreement with the
Administrator referred to in Section 3.3 hereof as the same may be amended from
time to time.
"Adviser" shall mean any Person or Persons appointed, employed or
contracted with by the Trustees under the applicable provisions of Section 3.1
hereof.
"Adviser Agreement" shall mean the agreement with the Adviser referred
to in Section 3.2 hereof as the same may be amended from time to time.
"Affiliate" shall mean, with respect to any Person, another Person
directly or indirectly controlling, controlled by or under common control with
such Person, or any officer, director, partner or employee of such Person.
"Association" shall mean, with respect to City Participants, the IOWA
LEAGUE OF CITIES except where such participation shall be for the stated purpose
to provide participation for the utility(s) of such City and not the City
itself, in which case Association shall mean the Iowa Association of Municipal
Utilities; and with respect to County Participants the Iowa State Association of
Counties.
"Board of Trustees" or "Trustees" shall mean the Persons who become
fiduciaries of the Trust pursuant to Article IX hereof.
"City" shall mean cities organized under the laws of the State of Iowa.
"City Utility" shall mean city utilities organized under the laws of the
State of Iowa.
"County" shall mean counties organized under the laws of the State of
Iowa and the Treasurer of such county.
"Custodian" shall mean any Person or Persons appointed, employed or
contracted with by the Trustees under the applicable provisions of Section 11.2
hereof.
"Custodian Agreement" shall mean the agreement with the Custodian
referred to in Section 11.1 hereof as the same may be amended from time to time.
"Declaration of Trust" shall mean this Joint Powers Agreement and
Declaration of Trust dated as of October 1, 1987, as amended, restated or
modified from time to time. References in this Declaration of Trust to
"Declaration", "hereof", "herein", "hereby" and "hereunder" shall be deemed to
refer to the Joint Powers Agreement and Declaration of Trust and shall not be
limited to the particular text, article or section in which such words appear.
"Eligible Public Agency" shall mean a City, City Utility, or County
which is a member in good standing in the applicable Association; any public
agency acting jointly with another public agency (including any separate legal
or administrative entity created pursuant to joint agreement as provided by Iowa
Code chapter 28E) when such public agencies would be eligible for membership in
an Association and participation is approved by the Trustees; judicial district
departments of correctional services; or such other public agency or political
subdivision as may be approved by the Trustees. The Trustees by resolution may
waive membership in an Association as a condition of participation in the Trust.
"Governing Body shall mean the Governing Body of a Participant.
"Trust" shall mean the common law trust created by this Joint Powers
Agreement and Declaration of Trust.
"Trust Property" shall mean, as of any particular time, any and all
property, real, personal or otherwise, tangible or intangible, which is
transferred, conveyed or paid to the Trust or the Trustees and all income,
profits and gains therefrom and which, at such time, is owned or held by, or for
the account of, the Trust or the Trustees. As herein or hereafter provided, the
Trust Property may consist of separate portfolios of property.
"Information Statement" shall mean the information statement or other
descriptive document or documents adopted as such by the Trustees and
distributed by the Trust to Participants and potential Participants of the Trust
as the same may be amended by the Trustees from time to time.
"Joint Powers Act" shall mean Iowa Code chapter 28E (2005), as amended.
"Participant(s)" shall mean Public Agencies which are Parties and the
Eligible Public Agencies which adopt this Declaration of Trust pursuant to
Section 14.6 hereof.
"Parties" shall mean the City of Fairfield, Maquoketa Municipal Electric
Utility, and Xxxxxxxx County, which initially formed the Trust by the execution
and adoption of this Joint Powers Agreement and Declaration of Trust.
"Permitted Investments" shall mean the investments referred to in
paragraph (b) of Section 2.2 hereof.
"Person" shall mean and include individuals, corporations, limited
partnerships, general partnerships, joint stock companies or associations, joint
ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other entities (whether or not legal entities) and
governments and agencies and political subdivisions thereof.
"Public Agency" shall mean Cities, City Utilities or Counties.
"Short-term Units" shall mean the series of Units evidencing
participation in the Short-term Portfolio, as defined in Section 4.1(b).
"Unit" or "Trust Unit" shall mean the unit used to denominate and
measure the respective pro rata beneficial interests of the Participants in the
Trust Property as described in Article VI. Units may be issued in more than one
series to denominate and measure the respective pro rata beneficial interest of
the Participants in the Trust Property designated as belonging to and held only
for the benefit of the Participants to which each series of Units has been
issued. Units may be issued in series and all proceeds realized from the
issuance of each series will become the property of and invested for the
exclusive benefit of the Participants in that series.
"Unit Register" shall mean the register of Units maintained for each
series pursuant to Article VII hereof.
ARTICLE II
POWERS OF THE TRUSTEES
2.1 General. Subject to the rights of the Participants as provided
herein, the Trustees shall have, without other or further authorization, full,
exclusive and absolute power, control and authority over the Trust and over the
affairs of the Trust to the same extent as if the Trustees were the sole and
absolute owners of the Trust Property in their own right, and with such powers
of delegation as may be permitted by this Declaration of Trust. The Trustees may
do and perform such acts and things as in their sole judgment and discretion are
necessary and proper for conducting the affairs of the Trust or promoting the
interests of the Trust and the Participants. The enumeration of any specific
power or authority herein shall not be construed as limiting the aforesaid
general power or authority or any specific power or authority. The Trustees may
exercise any power authorized and granted to them by this Declaration of Trust.
Such powers of the Trustees may be exercised without the necessity of any order
of, or resort to, any court.
2.2 Permitted Investments. The Trustees shall have full and complete
power, subject in all respects to Article IV hereof,
(a) to conduct, operate and provide investment programs for the
Participants; and
(b) for such consideration as they may deem proper and as may be
required by law, to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, sell, assign, transfer, exchange, distribute or otherwise deal in
or dispose of investment instruments as permitted by law (the "Permitted
Investments"). Permitted Investments include, without limitation, as of the date
hereof, the following:
(i) any evidence of indebtedness which is a direct obligation of
or is guaranteed as to payment of principal and interest by the
United States of America or any of its agencies;
(ii) deposits in a national bank or in a state bank or savings
and loan association or savings bank insured by the Federal
Deposit Insurance Corporation or its successor, provided that
any such deposit shall be insured, bonded or collateralized in
the manner required by law and that any such bank or association
or savings bank shall meet criteria designated from time to time
by the Trustees. Each such bank shall comply, with respect to
such deposits, with all applicable requirements of all
applicable laws, including, but not limited to, laws of the
State of Iowa relating to Public Agencies;
(iii) perfected repurchase agreements involving securities in
subsections (i) and (ii) of this section 2.2(b);
(iv) such other investment instruments now or hereafter permitted
by applicable law for the investment of moneys of Public Agencies
organized under the laws of the State of Iowa and for a joint
investment trust organized pursuant to Iowa Code chapter 28E
which is: (a) rated within the two highest classifications by at
least one of the standard rating services approved by the
Superintendent of Banking or successor by rule adopted pursuant
to Chapter 17A and operated in accordance with 17 C.F.R. 270.2a-7
as it presently exists or hereafter may be amended; or (b) which
is registered with the Federal Securities and Exchange Commission
under the Federal Investment Company Act of 1940, 15 D.S.C. 80(a)
as it presently exists or hereafter may be amended, and operated
in accordance with 17 C.F.R. 270.2a-7 as it presently exists or
hereafter may be amended.
In the exercise of their powers, the Trustees shall have full authority
and power to make any and all Permitted Investments within the limitations of
this Declaration of Trust, that they, in their absolute discretion, shall
determine to be advisable and appropriate. The Trustees shall have no liability
for loss with respect to Permitted Investments made within the terms of this
Declaration of Trust. The Trustees shall be permitted only to make Permitted
Investments in accordance with Article IV of this Declaration of Trust.
2.3 LEGAL TITLE.
(a) Legal title to all of the Trust Property shall be vested in the
Trustees on behalf of the Participants and be held by and transferred to the
Trustees, except that the Trustees shall have full and complete power to cause
legal title to any Trust Property to be held, on behalf of the Participants, by
or in the name of the Trust, or in the name of any other Person as nominee, on
such terms, in such manner, and with such powers as the Trustees may determine,
so long as in their judgment the interest of the Trust is adequately protected.
(b) The right, title and interest of the Trustees in and to the Trust
Property shall vest automatically in all persons who may hereafter become
Trustees upon their due election and qualification without any further act. Upon
the resignation, disqualification, disability, removal, adjudication as an
incompetent, or death of a Trustee, and in the event of a death, the Trustees
shall automatically cease to have any right, title or interest in or to any of
the Trust Property, and the right, title and interest of such Trustee in and to
the Trust Property shall vest automatically in the remaining Trustees without
any further act.
2.4 Disposition of Assets. Subject in all respects to Article IV hereof
and to the laws from time to time applicable to Public Agencies of the State of
Iowa, the Trustees shall have full and complete power to sell, exchange or
otherwise dispose of any and all Trust Property free and clear of any and all
trusts and restrictions, at public or private sale, for cash or on terms, with
or without advertisement, and subject to such restrictions, stipulations,
agreements and reservations as they shall deem proper, and to execute and
deliver any deed, power, assignment, xxxx of sale, or other instrument in
connection with the foregoing. The Trustees shall also have full and complete
power, subject in all respects to Article IV hereof, and in furtherance of the
affairs and purposes of the Trust, to give consents and make contracts relating
to Trust Property or its use.
1. 2.5 Taxes. The Trustees shall have full and complete power: (i) to
pay all taxes or assessments, of whatever kind or nature, validly and lawfully
imposed upon or against the Trust or the Trustees in connection with the Trust
Property or upon or against the Trust Property or income or any part thereof;
(ii) to settle and compromise disputed tax liabilities; and (iii) for the
foregoing purposes to make such returns and do all such other acts and things as
may be deemed by the Trustees to be necessary or desirable.
2. 2.6 Rights as Holders of Trust Property. The Trustees shall have full
and complete power to exercise on behalf of the Participants all of the rights,
powers and privileges appertaining to the ownership of all or any Permitted
Investments or other property forming part of the Trust Property to the same
extent that any individual might, and, without limiting the generality of the
foregoing, to vote or give any consent, request or notice or waive any notice
either in person or by proxy or power of attorney, with or without the power of
substitution, to one or more Persons, which proxies and powers of attorney may
be for meetings or actions generally, or for any particular meeting or action,
and may include the exercise of discretionary powers.
3. 2.7 Delegation; Committees. The Trustees shall have full and complete
power (consistent with their continuing exclusive authority over the management
of the Trust, the conduct of its affairs, their duties and obligations as
Trustees, and the management and disposition of Trust Property), to delegate
from time to time to such one or more of their number (who may be designated as
constituting a committee of the Trustees as provided in Section 9.9 hereof) or
to officers, employees or agents of the Trust (including, without limitation,
the Administrator, the Adviser and the Custodian) the doing of such acts and
things and the execution of such instruments either in releases, agreements and
other instruments.
4. 2.8 Collection. The Trustees shall have full and complete power: (i)
to collect, xxx for, receive and receipt for all sums of money or other property
due to the Trust; (ii) to consent to extensions of the time for payment, or to
the renewal of any securities, investments or obligations; (iii) to engage or
intervene in, prosecute, defend, compromise, abandon or adjust by arbitration or
otherwise any actions, suits, proceedings, disputes, claims, demands or things
relating to the Trust Property; (iv) to foreclose any collateral, security or
instrument securing any investments, notes, bills, bonds, obligations or
contracts by virtue of which any sums of money are owed to the Trust; (v) to
exercise any power of sale held by them, and to convey good title thereunder
free of any and all trusts, and in connection with any such foreclosure or sale,
to purchase or otherwise acquire title to any property; (vi) to be parties to
reorganization and to transfer to and deposit with any corporation, committee,
voting Trustee or other Person any securities, investments or obligations of any
person which form a part of the Trust Property, for the purpose of such
reorganization or otherwise; (vii) to participate in any arrangement for
enforcing or protecting the interests of the Trustees as the owners or holders
of such securities, investments or obligations and to pay any assessment levied
in connection with such reorganization or arrangement; (viii) to extend the time
(with or without security) for the payment or delivery of any debts or property
and to execute and enter into releases, agreements and other instruments; and
(ix) to pay or satisfy any debts or claims upon any evidence that the Trustees
shall deem sufficient.
2.9 Payment of Expenses. The Trustees shall have full and complete
power: (i) to incur and pay any charges or expenses which in the opinion of the
Trustees are necessary or incidental to or proper for carrying out any of the
purposes of this Declaration of Trust; (ii) to reimburse others for the payment
therefor; and (iii) to pay appropriate compensation or fees from the funds of
the Trust to Persons with whom the Trust has contracted or transacted business.
The Trustees shall fix the compensation, if any, of all officers and employees
of the Trust. The Trustees shall not be paid compensation for their general
services as Trustees hereunder. The Trustees may pay themselves or any one or
more of themselves reimbursement for expenses reasonably incurred by themselves
or any one or more of themselves on behalf of the Trust.
1. 2.10 Borrowing and Indebtedness. The Trustees shall not have the
power to borrow money or incur indebtedness on behalf of the Trust, or authorize
the Trust to borrow money or incur indebtedness.
2. 2.11 Valuation. The Trustees shall have full and complete power to
determine in good faith conclusively the value of any of the Trust Property and
to revalue the Trust Property.
3. 2.12 Fiscal Year; Accounts. The Trustees shall have full and complete
power to determine the fiscal year of the Trust and the method or form in which
its accounts shall be kept and from time to time to change the fiscal year or
method or form of accounts. Unless otherwise determined by the Trustees pursuant
to this Section 2.12, the fiscal year of the Trust shall terminate on June 30
and commence on July 1 of each calendar year.
2.13 CONCERNING THE TRUST AND CERTAIN AFFILIATES.
(a) The Trust may enter into transactions with any Affiliate of the
Adviser, the Administrator, or the Custodian, or with any Affiliate of an agent
of the Trust or of the Adviser, the Administrator, or the Custodian if (i) each
such transaction (or type of transaction) has, after disclosure of such
affiliation, been approved or ratified by the affirmative vote of a majority of
the Trustees, and (ii) such transaction (or type of transaction) is, in the
opinion of the Trustees, on terms fair and reasonable to the Trust and the
Participants and at least as favorable to them as similar arrangements for
comparable transactions (of which the Trustees have knowledge) with
organizations unaffiliated with the Trust or with the person who is a party to
the transaction or transactions with the Trust. Nothwithstanding the foregoing
provisions of this Section 2.13, the Trustees shall not have the power to engage
in any transaction with any Affiliate that would be inconsistent with the laws
of the State of Iowa concerning conflicts of interest, or any other law limiting
the Participants' power to enter into such transaction, and the Bylaws of the
Trust may contain provisions more restrictive than those set forth in this
Section 2.13.
2.14 Investment Program. The Trustees shall use their best efforts to
obtain through the Adviser or other qualified Persons one or more continuing and
suitable investment programs, consistent with the investment policies and
objectives of the Trust set forth in Article IV of this Declaration of Trust,
and the Trustees shall be responsible for reviewing and approving or rejecting
the investment programs presented by the Adviser or such other Persons. Subject
to the provisions of Section 2.7, 2.15, and Article III hereof, the Trustees may
delegate functions arising under this Section 2.14 to one or more of their
number or to the Adviser.
2.15 Power to Contract, Appoint, Retain and Employ.
(a) Subject to the provisions of Section 2.7 and Section 3.1 hereof with
respect to delegation of authority by the Trustees, the Trustees shall have full
and complete power to appoint, employ, retain, or contract with any Person of
suitable qualifications and high repute as the Trustees may deem necessary, or
desirable for the transaction of the affairs of the Trust, including any Person
or Persons who, under the supervision of the Trustees, may, among other things:
(i) serve as the Trust's investment adviser and consultant in connection with
policy decisions made by the Trustees; (ii) serve as the Trust's administrator
or co-administrators; (iii) furnish reports to the Trustees and provide
research, economic and statistical data in connection with the Trust's
investments; (iv) act as consultants, accountants, technical advisers,
attorneys, brokers, underwriters, corporate fiduciaries, escrow agents,
depositaries, custodians or agents for collection, insurers or insurance agents,
registrars for Units or in any other capacity deemed by the Trustees to be
necessary or desirable; (v) investigate, select, and, on behalf of the Trust,
conduct relations with Persons acting in such capacities and pay appropriate
fees to, and enter into appropriate contracts with, or employ, or retain
services performed or to be performed by, any of them in connection with the
investments acquired, sold, or otherwise disposed of, or committed, negotiated,
or contemplated to be acquired, sold or otherwise disposed of; (vi) substitute
any other Person for any such Person; (vii) act as attorney-in-fact or agent in
the purchase or sale or other disposition of investments, and in the handling,
prosecuting or other enforcement of any lien or security securing investments;
and (viii) assist in the performance of such ministerial functions necessary in
the management of the Trust as may be agreed upon with the Trustees. . (b) The
manner of employing, engaging, compensating, transferring or discharging any
Person as an employee of the Trust shall be subject to Iowa law. For purposes of
the preceding sentence, "employee of the Trust" shall not include independent
contractors such as the Adviser, the Administrator, the Custodian, counsel or
independent accountants and their respective employees.
1. 2.16 Insurance. The Trustees shall have full and complete power to
purchase and pay for, entirely out of Trust Property, insurance policies
insuring Trust Property and insuring the Trust and the Trustees, officers,
employees and agents of the Trust individually against all claims and
liabilities of every nature arising by reason of holding or having held any such
office or position, or by reason of any action alleged to have been taken or
omitted by the Trust or any such Person as Trustee, officer, employee and agent,
including any action taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to indemnify such
Person against such liability.
2. 2.17 Seal. The Trustees shall have full and complete power to adopt
and use a seal for the Trust, but, unless otherwise required by the Trustees, it
shall not be necessary for the seal to be placed on, and its absence shall not
impair the validity of, any document, instrument or other paper executed and
delivered by or on behalf of the Trust.
3. 2.18 Indemnification. In addition to the mandatory indemnification
provided for in Section 5.3 hereof, the Trustees shall have full and complete
power, to the extent permitted by then applicable laws, to indemnify or enter
into agreements with respect to indemnification with any Person with whom the
Trust has dealings, including, without limitation, the Adviser, the
Administrator, and the Custodian, to the fullest extent permitted by then
applicable law.
4. 2.19 Remedies. Notwithstanding any provision in this Declaration of
Trust, when the Trustees deem that there is a significant risk that an obligor
to the Trust may default or is in default under the terms of any obligation to
the Trust, the Trustees shall have full and complete power to pursue any
remedies permitted by law which, in their sole judgment, are in the interests of
the Trust, and the Trustees shall have full and complete power to enter into any
investment, commitment or obligation of the Trust resulting from the pursuit of
such remedies as are necessary or desirable to dispose of property acquired in
the pursuit of such remedies.
5. 2.20 Information Statement. The Trustees shall have full and complete
power to prepare, publish and distribute an Information Statement regarding the
Trust and to amend or supplement the same from time to time.
6. 2.21 Further Powers. The Trustees shall have full and complete power
to take all such actions, do all such matters and things and execute all such
instruments as they deem necessary, proper or desirable in order to carry out,
promote or advance the interests and purposes of the Trust enabling it to
provide joint investment services to Participants and to permit them to
cooperate to their mutual advantage although such actions, matters or things are
not herein specifically mentioned. This Declaration of Trust and Joint Powers
Agreement shall be liberally construed to that end. Any determination as to what
is in the best interests of the Trust made by the Trustees in good faith shall
be conclusive. In construing the provisions of this Declaration of Trust, the
presumption shall be in favor of a grant of power to the Trustees. The Trustees
shall not be required to obtain any court order to deal with the Trust Property.
7. 2.22 Compliance with Laws. The Trustees shall at all times exercise
all powers granted hereunder in compliance with, and the operations of the Trust
shall at all times be conducted in accordance with, the applicable laws of the
State of Iowa.
ARTICLE III
THE ADVISER AND THE ADMINISTRATOR
1. 3.1 Appointment. The Trustees are responsible for the general investment
policy and program of the Trust and for the general supervision and
administration of the business and affairs of the Trust conducted by the
officers, agents, employees, investment advisers, administrators, or independent
contractors of the Trust. However, the Trustees are not required personally to
conduct all of the routine business of the Trust and, consistent with their
ultimate responsibility as stated herein, the Trustees may appoint, employ or
contract with the Adviser as an investment adviser and consultant to the
Trustees, and the Administrator as an administrator for the Trust and may grant
or delegate such authority to the Adviser and the Administrator (pursuant to the
terms of Section 2.15 hereof) or to any other Person the services of whom are
obtained by the Adviser or the Administrator, as the Trustees may, in their sole
discretion, deem to be necessary or desirable, for the efficient management of
the Trust, without regard to whether such authority is normally granted or
delegated by Trustees or other fiduciaries. The Trustees may appoint one or more
persons to serve jointly as Co-Advisers and one or more persons to serve jointly
as Co-Administrators.
2. 3.2 Duties of the Adviser. The duties of the Adviser shall be those
set forth in the Adviser Agreement to be entered into between the Trust and the
Adviser. Such duties may be modified by the Trustees, from time to time, by the
amendment of the Adviser Agreement. Subject to Article IV hereof, the Trustees
may authorize the Adviser to effect purchases, sales, or exchanges of Trust
Property on behalf of the Trustees or may authorize any officer, employee, agent
or Trustee to effect such purchases, sales, or exchanges pursuant to
recommendations of the Adviser, all without further action by the Trustees. Any
and all of such purchases, sales, and exchanges shall be deemed to be authorized
by all the Trustees. The Adviser Agreement may authorize the Adviser to employ
other persons to assist it in the performance of its duties. The Adviser
Agreement shall provide that it may be terminated at any time without cause and
without the payment of any penalty by the Trust on sixty (60) days written
notice to the Adviser.
1. 3.3 Duties of the Administrator. The duties of the Administrator
shall be those set forth in the Administration Agreement to be entered into
between the Trust and the Administrator. Such duties may be modified by the
Trustees, from time to time, by the amendment of the Administration Agreement.
The Administration Agreement may authorize the Administrator to employ other
persons to assist it in the performance of its duties. The Administration
Agreement shall provide that it may be terminated at any time without cause and
without the payment of any penalty by the Trust on sixty (60) days written
notice to the Administrator.
2. 3.4 Successors. In the event that, at any time, the position of
Adviser or of Administrator shall become vacant for any reason, the Trustees may
appoint, employ or contract with a successor Adviser or Administrator.
ARTICLE IV
INVESTMENTS
4.1 STATEMENT OF INVESTMENT POLICY AND OBJECTIVE; CREATION OF SEPARATE
PORTFOLIOS.
(a) Subject to the prohibitions and restrictions contained in Section
4.2 hereof, the Trustees shall adopt an investment policy (the "Investment
Policy"). The primary goals of investment prudence shall be based in the
following order of priority: (i) safety of principal is the first priority; (ii)
maintaining the necessary liquidity to match expected liabilities is the second
priority; (iii) obtaining a reasonable return is the third priority. The
Trustees shall invest only in Permitted Investments in accordance with
applicable provisions of law, as may be consistent with the Investment Policy,
as the same may be amended from time to time.
(b) There is hereby created within the Trust a Short-term Portfolio
which shall consist solely of securities with a maturity of one year or less,
the dollar-weighted average maturity of which shall be 120 days or less. The
Short-term Portfolio shall be invested, reinvested and in general operated in a
manner which will assure, as nearly as is practicable, that the net asset value
of each Unit of participation in the Short-term Portfolio shall at all times be
valued at $1.00. In that regard, the securities in the Short term Portfolio
shall be valued at their amortized cost unless the Adviser shall advise the
Trustees, and the Trustees shall thereafter determine, that some other method of
valuation is appropriate. The Trustees may adopt additional rules, procedures
and policies not inconsistent with the provisions of this Declaration of Trust,
relating to the operation of the Short-term Portfolio, and shall include a
general description thereof in the Information Statement, as it may exist from
time to time.
4.2 Restrictions Fundamental to the Trust. Notwithstanding anything in
this Declaration of Trust which may be deemed to authorize the contrary, the
Trust:
(i) may not make any investment other than investments authorized by the
provisions of law applicable to the investment of funds by the
Participants or the Trust, as the same may be amended from time to time;
(ii) may not borrow money or incur indebtedness whether or. not the
proceeds thereof are intended to be used to purchase Permitted
Investments;
(iii) may not make loans, provided that the Trust may make Permitted
Investments;
(iv) may not hold or provide for the custody of any Trust property in a
manner not authorized by law or the Investment Policy of the Trust or by
any institution or Person not authorized by law or the Investment Policy
of the Trust; and . (v) may not purchase securities or shares of
investment companies or any entities similar to the Trust.
4.3 Amendment of Restrictions. The restrictions set forth in section 4.2
hereof are fundamental to the operation and activities of the Trust and may not
be changed without the affirmative APPROVAL OF THE MAJORITY OF UNITS HELD BY
PARTICIPANTS, AS STATED IN SECTION 8.1, except that such restrictions may be
changed by the Trustees so as to make them more restrictive when necessary to
conform the investment program and activities of the Trust to the laws of the
State of Iowa and the United States of America as they may from time to time be
amended.
ARTICLE V
Limitations of Liability
5.1 Liability to Third Persons. No Participant shall be subject to any
liability whatsoever, in tort, contract or otherwise to any other Person or
Persons in connection with Trust Property or the affairs of the Trust; and no
Trustee, officer, or employee of the Trust shall be subject to any personal
liability whatsoever in tort, contract or otherwise, to any other Person or
Persons in connection with Trust Property or the affairs of the Trust; and all
such other Persons shall look solely to the Trust Property for satisfaction of
claims of any nature arising in connection with the affairs of the Trust. Any
Participant, Trustee, officer, or employee, as such, of the Trust made a party
to any suit or proceedings to assert or enforce any such liability shall not on
account thereof be held to any personal liability.
Provided, further, that a Trustee is not personally liable for a claim
based upon an act or omission of the Trustee performed in the discharge of the
Trustee's duties, except for acts or omissions which involve intentional
misconduct or knowing violation of the law, or for a transaction from which the
Trustee derives an improper personal benefit. For purposes of this section,
"compensation" does not include payments to reimburse a Trustee for expenses.
1. 5.2 Liability to the Trust or to the Participants. No Trustee,
officer, or employee of the Trust shall be liable to the Trust or to any
Participant, Trustee, officer, or employee of the Trust for any action or
failure to act (including, without limitation, the failure to compel in any way
any former or acting Trustee to redress any breach of trust) except for a claim
based upon acts or omissions which involve intentional misconduct or knowing
violation of the law, or for a transaction for which the Person derives an
improper personal benefit and except that the Adviser Agreement and the
Administrator Agreement shall provide for the liability of the Adviser or the
Administrator, as the case may be; provided, however, that the provisions of
this Section 5.2 shall not limit the liability of any agent (including, without
limitation, the Adviser, the Administrator and the Custodian) of the Trust with
respect to breaches by it of a contract between it and the Trust.
2. 5.3 Indemnification. The Trust Estate shall defend, indemnify, and
hold harmless any Participant, Trustee, officer and employee of the Trust from
any and all claims, demands, causes of action, suits, settlements and any other
claimed damages, to include reasonable attorney fees, investigative costs, suit
fees and other costs associated therewith, arising out of participation in this
Trust, implementation of this Declaration of Trust, and any other services
rendered to the Trust or Trustees, except those that, also, constitute
intentional misconduct or knowing violation of the law or in a transaction for
which the Participant, Trustee, officer or employee derives an improper personal
benefit or which involve willful misfeasance, bad faith, gross negligence, or
reckless disregard of duties.
3. 5.4 Surety Bonds. No Trustee shall, as such, be obligated to give any
bond or surety or other security for the performance of any duties.
4. 5.5 Apparent Authority. No purchaser, seller, transfer agent or other
Person dealing with the Trustees or any officer, employee or agent of the Trust
shall be bound to make any inquiry concerning the validity of any transaction
purporting to be made by the Trustees or by such officer, employee or agent or
make inquiry concerning or be liable for the application of money or property
paid, transferred or delivered to or on the order of the Trustees or of such
officer, employee or agent.
5. 5.6 Recitals. Any written instrument creating an obligation of the
Trust shall be conclusively taken to have been executed by a Trustee or an
officer, employee or agent of the Trust only in his or her capacity as an
officer, employee or agent of the Trust. Any written instrument creating an
obligation of the Trust shall refer to this Declaration of Trust and contain a
recital to the effect that the obligations thereunder are not personally binding
upon, nor shall resort be had to the property of, any of the Trustees,
Participants, officers, employees or agents of the Trust, and that only the
Trust property or a specific portion thereof shall be bound, and such written
instrument may contain any further similar recital which may be deemed
appropriate; provided, however, that the omission of any recital pursuant to
this Section 5.6 shall not operate to impose personal liability on any of the
Trustees, Participants, officers, employees or agents of the Trust.
6. 5.7 Reliance on Experts, Etc. Each Trustee and each officer of the
Trust shall, in the performance of duties, be fully and completely justified and
protected with regard to any act or any failure to act resulting from reliance
in good faith upon the books of account or other records of the Trust, upon an
opinion of counsel or upon reports made to the Trust by any of its officers or
employees or by the Adviser, the Administrator, the Custodian, accountants,
appraisers or other experts or consultants selected with reasonable care by the
Trustees or officers of the Trust.
7. 5.8 Nonliability. This Declaration shall not create any right, title,
privilege or entitlement in any person, corporation or other legal entity except
a Participant and a Person that has a direct and written contract with the
Trust. The terms and conditions of this Declaration of Trust are not intended to
and shall not be construed to create any cause of action, legal or equitable, in
any Person against the Participants, Trustees, officers, employees or agents of
this Trust except as is provided by specific language in this Declaration or by
specific language in written agreements or contracts entered into by the
Trustees in implementing this Trust. It is not intended and the terms of this
Declaration shall not be construed so that any breach thereof by Participants,
Trustees, officers, employees or agents of Trust creates an action at common
law, tort, contract or otherwise.
8. 5.9 No Waiver. Nothing in this Declaration of Trust shall be
construed as constituting the waiver of any immunity from liability available to
the Trust or the Trustees, Participants, officers, employees or agents of the
Trust pursuant to any applicable provision of law.
ARTICLE VI
INTERESTS OF PARTICIPANTS
6.1 General. The beneficial interest of the Participants hereunder in
the Trust Property and the earnings thereon shall, for convenience of reference,
be divided into Units of one or more series, which shall be used as units to
measure the proportionate allocation to the respective Participants of their
beneficial interest in the series in which they are participating. The number of
Units of a series that may be used to measure and represent the proportionate
allocation of beneficial interest among the Participants is unlimited. All Units
of a particular series shall be of one class representing equal distribution,
liquidation and other rights. The beneficial interest hereunder measured by the
Units shall not entitle a Participant to preference, preemptive, appraisal,
conversion, or exchange rights of any kind with respect to the Trust or the
Trust Property. Title to the Trust Property of every description and the right
to conduct any affairs hereinbefore described are vested in the Trustees on
behalf, and for the beneficial interest, of the Participants, and the
Participants shall have no interest therein other than the beneficial interest
conferred hereby and measured by their Units, and they shall have no right to
call for any partition or division of any property, profits, rights or interests
of the Trust nor can they be called upon to share or assume any losses of the
Trust or suffer as assessment of any kind by virtue of the allocation of Units
to them, except as provided in Section 10.2 hereof.
6.2 ALLOCATION OF UNITS.
(a) The Trustees shall credit a Participant with additional Units in the
series in which they are participating upon receipt of moneys (including,
without limitation, income from the investment of Trust Property) for the
account of such Participant, based on the net asset value per Unit as determined
pursuant to Section 10.l hereof. In connection with any allocation of Units, the
Trustees may allocate fractional Units. The Trustees may from time to time
adjust the total number of Units of a series allocated without thereby changing
the proportionate beneficial interests in the Trust. Units shall be allocated
and reduced in number as whole Units and/or one hundredths (l/100ths) of a Unit
or multiples thereof.
(b) Units of each series may be allocated only to a Public Agency which
has become a Participant of the Trust in accordance with Section 1.2 hereof.
Each Participant may establish more than one account within the Trust for such
Participant's convenience.
(c) The minimum amount of money which may be placed in the Trust by a
Participant at any one time shall be as determined by the Trustees from time to
time. Unless otherwise determined by the Trustees pursuant to this paragraph (c)
of this Section 6.2, the minimum amount of money which may be placed in the
Trust by a Participant at any one time shall be One Dollar ($1.00).
6.3 Evidence of Unit Allocation. Evidence of Unit allocation shall be
reflected in the Unit Register maintained by or on behalf of the Trust pursuant
to Section 7.1 hereof, and the Trust shall not be required to issue certificates
as evidence of Unit allocation.
6.4 Reduction in Number of Units to Maintain Constant Net Asset Value.
The Units representing an interest in a series of Units shall be subject to
reduction in number pursuant to the procedure for reduction of outstanding Units
set forth in Section 10.2 hereof.
1. 6.5 Withdrawals. Moneys may be withdrawn from the Trust at the option
of a Participant, upon and subject to the terms and conditions provided in this
Declaration of Trust. The Trust shall, upon application of any Participant,
promptly pay to such Participant the amount requested and shall reduce the
number of Units allocated to such Participant to the number of Units which shall
reflect such Participants proportionate interest in the net assets of the Trust
after such withdrawal of moneys. The procedures for effecting a withdrawal shall
be as adopted by the Trustees and as set forth in the Information Statement of
the Trust, as the same may be amended from time to time; provided, however, that
such procedures shall not be structured so as to substantially and materially
restrict the ability of the Participants to withdraw moneys from the Trust.
2. 6.6 Suspension of Right of Withdrawal; Postponement of Payment. Each
Participant, by its adoption of this Declaration of Trust, agrees that the
Trustees may, without the necessity of a formal meeting of the Trustees,
temporarily suspend the right of withdrawal or postpone the date of payment
pursuant to withdrawal requests for the whole or any part of any period (i)
during which there shall have occurred any state of war, national emergency,
banking moratorium or suspension of payments by banks in the State of Iowa or
any general suspension of trading or limitation of prices on the New York or
American Stock Exchange (other than customary week-end and holiday closings) or
(ii) during which any financial emergency situation exists as a result of which
disposal by the Trust of Trust Property is not reasonably practicable because of
the substantial losses which might be incurred or it is not reasonably
practicable for the Trust fairly to determine the value of its net assets. Such
suspension or postponement shall not alter or affect a Participant's beneficial
interest hereunder as measured by its Units or the accrued interest and earnings
thereon. Such suspension or payment shall take effect at such time as the
Trustees shall specify but not later than the close of business on the business
day next following the declaration of suspension, and thereafter there shall be
no right of withdrawal or payment until the Trustees shall declare the
suspension or postponement at an end, except that the suspension or postponement
shall terminate in any event on the first day on which the period specified in
clause (i) or (ii) above shall have expired (as to which, the determination of
the Trustees shall be conclusive). In the case of a suspension of the right of
withdrawal or a postponement of payment pursuant to withdrawal requests, a
Participant may either (i) withdraw its request for withdrawal or (ii) receive
payment based on the net asset value existing after the termination of the
suspension.
1. 6.7 Minimum Withdrawal. There shall be no minimum amount which may be
withdrawn from the Trust at any one time at the option of a Participant;
provided, however, that no request by a Participant for the withdrawal of less
than One Dollar ($1.00) need be honored.
2. 6.8 Defective Withdrawal Requests. In the event that a Participant
shall submit a request for the withdrawal of a greater amount than is then
credited to the account of such Participant, such request shall not be honored,
and each Participant, by its adoption of this Declaration of Trust, agrees that
the Trustees shall have full and complete power to withdraw funds from the
account of a Participant, and to reduce proportionately the number of Units
allocated to such Participant in accordance with Section 6.5 hereof, in an
amount sufficient to reimburse the Trust for any fees, expenses, costs or
penalties actually incurred by the Trust as a result of such defective
withdrawal request.
ARTICLE VII
RECORD OF UNITS
1. 7.1 Unit Register. A Unit Register shall be kept by or on behalf of
the Trustees, under the direction of the Trustees, and shall contain (i) the
names and addresses of the Participants, (ii) the number of Units of each series
representing their respective beneficial interests hereunder and (iii) a record
of all allocations and reductions thereof. Such Unit Register shall be
conclusive as to the identity of the Participants to which the Units are
allocated. Only Participants whose allocation of Units is recorded on such Unit
Register shall be entitled to receive distributions with respect to Units or
otherwise to exercise or enjoy the rights and benefits related to the beneficial
interest hereunder represented by the Units. No Participant shall be entitled to
receive any distribution, nor to have notices given to it as herein provided,
until it has given its appropriate address to such officer or agent of the Trust
as shall: keep the Unit Register for entry thereon.
2. 7.2 Registrar. The Trustees shall have full and complete power to
employ a registrar. Unless otherwise determined by the Trustees, the Unit
Register shall be kept by the Administrator which shall serve as the registrar
for the Trust. The registrar shall record the original allocations of Units of
each series in the Unit Register. Such registrar shall perform the duties
usually performed by registrars of certificates and shares of stock in a
corporation, except as such duties may be modified by the Trustees.
3. 7.3 Owner of Record. No Person becoming entitled to any Units in
consequence of the merger, reorganization, consolidation, bankruptcy or
insolvency of any Participant or otherwise, by operation of law, shall be
recorded as the Participant to which such Units are allocated and shall only be
entitled to receive for such Units the amount credited to the account of the
Participant whose beneficial interest in the Trust is represented by such Units.
Until the Person becoming entitled to receive such amount shall apply for the
payment thereof and present any proof of such entitlement as the Trustees may in
their sole discretion deem appropriate, the Participant of record to which such
Units are allocated shall be deemed to be the Participant to which such Units
are allocated for all purposes hereof, and neither the Trustees nor the
registrar nor any officer or agent of the Trust shall be affected by any notice
of such merger, reorganization, consolidation, bankruptcy, insolvency or other
event.
4. 7.4 No Transfers of Units. The beneficial interests measured by the
Units shall not be transferrable, in whole or in part, other than to the Trust
itself for purposes of effectuating a withdrawal of funds.
5. 7.5 Limitation of Fiduciary Responsibility. The Trustees shall not,
nor shall the Participants or any officer, registrar or other agent of the
Trust, be bound to see to the execution of any trust, express, implied or
constructive, or of any charge, pledge or equity to which any of the Units or
any interest therein are subject, or to ascertain or inquire whether any
withdrawal of funds by any Participant or its representatives is authorized by
such trust, charge, pledge or equity, or to recognize any Person as having any
interest therein except the Participant recorded as the Participant to which
such Units are allocated. The receipt of the Participant in whose name any Unit
is recorded or of the duly authorized agent of such Participant shall be a
sufficient discharge for all moneys payable or deliverable in respect of such
Units and from all liability to see to the proper application thereof.
6. 7.6 Notices. Any and all notices to which Participants hereunder may
be entitled and any and all communications shall be deemed duly served or given
if mailed first class, postage prepaid, addressed to Participants of record at
their last known post office addresses as recorded on the Unit Register provided
for in Section 7.1 hereof.
ARTICLE VIII
PARTICIPANTS
8.1 Qualification and Voting. Each Participant must be a Public Agency
whose Governing Body, officers, or employees are members of the appropriate
Association.
EACH PARTICIPANT SHALL BE ENTITLED TO VOTE ACCORDING TO THE NUMBER OF UNITS
ALLOCATED TO EACH PARTICIPANT AS RECORDED IN THE UNIT REGISTER WITH RESPECT TO
THE FOLLOWING MATTERS: (I) AMENDMENT OF THIS DECLARATION OF TRUST OR TERMINATION
OF THE TRUST AS PROVIDED IN SECTION 4.3 AND SECTION 13.1 HEREOF; (II)
REORGANIZATION OF THE TRUST AS PROVED IN SECTION 13.2 HEREOF; AND (III) ELECTION
OF TRUSTEES AS PROVIDED IN SECTION
9.3.
8.2 Right to Initiate a Vote of the Participants. The Participants
shall, by an instrument or concurrent instruments in writing delivered to the
Board of Trustees signed by at least ten percent (10%) of the Participants, have
the right to initiate a vote of the Participants as to any matter described in
Section 8.1 (I) AND (II) hereof. Within twenty (20) days of receipt of such
instrument or instruments, the Board of Trustees shall cause a ballot to be
mailed by first class mail to each Participant, setting forth the matter to be
voted on and the manner in which such ballots should be executed and delivered.
8.3 Inspection of Records. The records of the Trust shall be open to
inspection at all reasonable times.
8.4 MEETINGS OF PARTICIPANTS.
(a) Meetings of the Participants may be called at any time by a majority
of the Trustees and shall be called by any Trustee upon written request of not
less than ten percent (10%) of the Participants, such request specifying the
purpose or purposes for which such meeting is to be called. Any such meeting
shall be held within the State of Iowa at such place, on such day and at such
time as the Trustees shall designate.
(b) A majority of the UNITS HELD BY PARTICIPANTS ON THE DESIGNATED
RECORD DATE PRESENT IN PERSON OR BY PROXY shall constitute a quorum at any
meeting of Participants.
1. 8.5 Notice of Meetings and Votes. Notice of meetings of the
Participants, stating the time, place and purposes of the meeting, and notice of
any vote without a meeting, stating the purpose and method thereof shall be
given by the Trustees by mail to each Participant at its registered address,
mailed at least ten (10) days and not more than thirty (30) days before the
meeting or the day by which votes must be cast. Only the business stated in the
notice of a meeting shall be considered at such meeting. Any adjourned meeting
may be held as adjourned without further notice. Any notice required by any
"open meeting" law, whether now or hereafter in effect, shall also be given.
2. 8.6 Record Date for Meetings and Votes. For the purposes of
determining the Participants that are entitled to vote or act at any meeting or
any adjournment thereof, or who are entitled to participate in any vote, or for
the purpose of any other action, the Trustees may from time to time fix a date
not more than thirty (30) days prior to the date of any meeting or vote of
Participants or other action as a record date for the determination of
Participants entitled to vote at such meeting or any adjournment thereof or to
cast a ballot in such vote or to be treated as participants of record for
purposes of such other action. ONLY PARTICIPANTS WHO HOLD A UNIT at the time so
fixed shall be entitled to vote at such meeting or any adjournment thereof, or
to cast a ballot in such vote.
8.7 Number of Votes. ONLY PARTICIPANTS WHO HOLD A UNIT AT THE TIME SO
FIXED ARE ENTITLED TO CAST ONE VOTE PER UNIT FOR EACH MATTER TO BE VOTED UPON.
ARTICLE IX
TRUSTEES AND OFFICERS
9.1 NUMBER, NOMINATION, AND QUALIFICATION; NON-VOTING TRUSTEES.
(a) The Governing Body of the Trust shall be the Board of Trustees, the
membership of which shall be determined as hereinafter provided. The number of
Trustees shall be nine (9).
(b) Any vacancy created by an increase in the number of Trustees may be
filled AS PROVIDED IN SECTION 9.3 HEREOF.
(c) Whenever a vacancy in the number of Trustees shall occur, until such
vacancy is filled as provided in Section 9.5 hereof, the Trustees continuing in
office, shall have all the powers granted to the Trustees and shall discharge
all the duties imposed upon the Trustees by this Declaration of Trust.
(d) A Trustee shall be an individual who is not under legal disability
and who is either (i) a member of the Governing Body of a Public Agency which is
a Participant of the Trust or (ii) an officer or employee of a Participant of
the Trust; provided, however, that if an organizational Trustee is not a
Governing Body's member or officer or employee of a Public Agency which is a
Participant, such organizational Trustee shall resign if the Public Agency with
which he or she is affiliated does not become a Participant by October 1, 1988,
and the vacancy thereby resulting shall be filled in the manner provided in
Section 9.5 hereof. There shall be no more than one Trustee affiliated as a
Governing Body's member or officer or employee with any one Public Agency.
Unless an Association board of directors elects to submit the names of Trustees
for its class to the annual meeting of Association members for approval,
Trustees of each class shall be nominated by the board of directors of the
respective Association as follows:
(i) At least two Trustees shall be members of the board of
directors of the IOWA LEAGUE OF CITIES nominated by the board of
directors of the IOWA LEAGUE OF CITIES.
(ii) One Trustee may be an officer or employee of a Participant
City nominated by the board of directors of the IOWA LEAGUE OF
CITIES. Class II Iowa Association of Municipal Utilities .
(iii) At least two Trustees shall be members of the board of
directors of the Iowa Association of Municipal Utilities
nominated by the board of directors of the Iowa Association of
Municipal Utilities.
(iv) One Trustee may be an officer or employee of an Iowa
Association of Municipal Utilities member City nominated by the
board of directors of the Iowa Association of Municipal
Utilities. . Class III Iowa State Association of Counties.
(v) At least two Trustees shall be members of the board of
directors of the Iowa State Association of Counties nominated by
the board of directors of the Iowa State Association of.
Counties.
(vi) One Trustee may be an officer or employee of a Participant
County nominated by the board of directors of the Iowa State
Association of Counties. .
(f) If the board of directors of an Association elects to submit names
of Trustees for its class to the annual meeting of Association members for
approval, Trustees in that class shall be those persons approved at such annual
meeting.
(g) The Trustees, in their capacity as Trustees, shall not be required
to devote their entire time to the business and affairs of the Trust.
(h) The Executive Directors of the Associations shall be ex officio
non-voting members of the Board of Trustees who shall not be counted in the
determination of a quorum, and the term "Trustees" as used herein shall not
refer to ex officio non-voting Trustees unless otherwise indicated.
1. 9.2 Reserved
2. 9.3 Term and Election.
(a) THE PARTICIPANTS SHALL ANNUALLY ELECT THE TRUSTEES AT A SPECIAL
PARTICIPANT MEETING TO BE HELD THE DAY OF THE TRUST'S ANNUAL MEETING, AS
NOMINATED BY EACH ASSOCIATION AS PROVED IN SECTION 9.1.
(b) Each Trustee named herein, or elected or appointed as provided in
Section 9.1 or 9.5 hereof prior to the first annual meeting, shall (except in
the event of resignations or removals or vacancies pursuant to Section 9.4 or
9.5 hereof) hold office until a successor has been elected and qualified. At the
first annual meeting, Trustees shall be elected and divided into three classes,
as equal in number as practicable, so arranged that the term of one
representative of each Association in the class shall expire at the respective
annual meetings or votes of Participants held following the conclusion of the
1988, 1989 and 1990 fiscal years of the Trust; and at all annual meetings or
votes thereafter the Trustees to be elected shall be elected to serve for a term
of three (3) years and until their successors shall be elected and qualify. .
(c) Election of Trustees at the annual meeting shall be by the
affirmative vote of at least a majority of the UNITS HELD BY PARTICIPANTS
entitled to vote present in person OR BY PROXY at such meeting. The election of
any Trustee (other than an individual who was serving as a Trustee immediately
prior to such election) pursuant to this Section 9.3 shall not become effective
unless and until such person shall have (i) in writing accepted his election,
and (ii) agreed in writing to be bound by the terms of this Declaration of
Trust.
Class I League of Iowa Municipalities
9.4 Resignation and Removal. Any Trustee may resign without need for
prior or subsequent accounting by an instrument in writing signed by the Trustee
and delivered to the chair, the vice chair or the secretary and such resignation
shall be effective upon such delivery, or at a later date according to the terms
of the notice. Any of the Trustees may be removed, with cause, by the action of
two-thirds of the remaining Trustees. Upon the resignation, removal, or
otherwise ceasing to be a Trustee, such Trustee shall execute and deliver such
documents as the remaining Trustees shall require for the purpose of conveying
to the Trust or the remaining Trustees any Trust Property held in the name of
the resigning or removed Trustee. Upon the incapacity or death of any Trustee,
his or her legal representative shall execute and deliver on behalf of such
Trustee such documents as the remaining Trustees shall require as provided in
the preceding sentence.
9.5 VACANCIES.
(a) The term of office of a Trustee shall terminate and a vacancy shall
occur in the event of the death, resignation, bankruptcy, adjudicated
incompetence or other incapacity to exercise the duties of the office, or
removal of a Trustee. If a Trustee shall no longer be an officer or employee of
such Participant or if the Participant with which such Trustee is affiliated
shall no longer be a Participant, such Trustee shall, upon the expiration of a
sixty (60) day period following the occurrence of such event, no longer be a
Trustee and a ~. vacancy will be deemed to have occurred, unless such Trustee
shall have become an officer or employee of another Participant within such
sixty (60) day period.
(b) No such vacancy shall operate to annul this Declaration of Trust or
to revoke any existing agency created pursuant to the terms of this Declaration
of Trust, and title to any Trust Property held in the name of such Trustee and
the other Trustees or otherwise, shall, in the event of the death, resignation,
removal, bankruptcy, adjudicated incompetence or other incapacity to exercise
the duties of the office of such Trustee, vest in the continuing or surviving
Trustees without necessity of any further act or conveyance. In the case of an
existing vacancy (other than by reason of an increase in the number of Trustees)
a majority of the Trustees continuing in office acting by resolution, may upon
nomination of a successor by the appropriate Association class fill such
vacancy, and any Trustee so elected by the Trustees shall hold office until the
next annual meeting or vote of the Participants and until his successor has been
elected and has qualified to serve as Trustee.
9.6 MEETINGS.
(a) The annual meeting of the Trustees shall be held within 120 days
after the completion of the Trust's fiscal year.
(b) Meetings of the Trustees shall be held from time to time upon the
call of the chair, the vice chair, the secretary, or any two Trustees. Regular
meetings of the Trustees may be held at a time and place fixed by the Bylaws or
by resolution of the Trustees. Notice of any meeting shall be mailed or
otherwise given not less than 48 hours before the meeting but may be waived in
writing by any Trustee either before or after such meeting. Any notice required
by any "open meeting" law, whether now or hereafter in effect, shall also be
given. The attendance of a Trustee at a meeting shall constitute a waiver of
notice of such meeting except where a Trustee attends a meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting has not been lawfully called or convened. A quorum for all meetings of
the Trustees shall be a majority of the Trustees. Subject to Section 2.14 hereof
and unless specifically provided otherwise in this Declaration of Trust, any
action of the Trustees may be taken at a meeting by vote of a majority of the
Trustees present (a quorum being present). Any agreement or other instrument or
writing executed by one or more of the Trustees or by any authorized Person
shall be valid and binding upon the Trustees and upon the Trust when authorized
or ratified by action of the Trustees as provided in this Declaration of Trust.
(c) Any committee of the Trustees may act with or without a meeting. A
quorum for all meetings of any such committee shall be a majority of the members
thereof. Notice of such meeting, including such notice as may be required by any
"open meeting" law, shall be given as provided in Section 9.6(a). Unless
otherwise specifically provided in this Declaration of Trust, any action of any
such committee may be taken at a meeting by vote of a majority of the members
present (a quorum being present) or, without a meeting, by written consent of a
majority of the members.
(d) All or any one or more Trustees may participate in a meeting of the
Trustees or any committee thereof by utilizing conference telephone or similar
communications equipment by means of which all persons participating in the
meeting, including members of the public, can hear each other and participation
in a meeting pursuant to such communications shall constitute presence in person
at such meeting. The minutes of any meeting of Trustees held by utilizing such
communications equipment shall be prepared in the same manner as those of a
meeting of Trustees held in person.
1. 9.7 Officers. The Trustees shall annually elect, from among their
numbers, a chair who shall be the chief officer of the Trust and a vice chair
who shall have such duties as the Trustees shall deem advisable and appropriate.
The Trustees may elect or appoint, from among their number or otherwise, a
treasurer and a secretary, one or more assistant secretaries and assistant
treasurers and such other officers or agents, who shall have such powers, duties
and responsibilities as the Trustees may deem to be advisable and appropriate.
Two or more officers, except those of chair, vice chair, treasurer and
secretary, may be held by the same person. The treasurer and secretary, if not
themselves Trustees, shall attend meetings of the Trustees but shall have no
voting power.
2. 9.8 Bylaws. The Trustees may adopt and, from time to time, amend or
repeal Bylaws for the conduct of the business of the Trust, and in such Bylaws,
among other things, may define the duties of the respective officers, agents,
employees and representatives of the Trust.
3. 9.9 Committees. The Trustees may elect from time to time from their
own number committees consisting of one or more persons, the number composing
such committees and the powers conferred upon the same to be determined by vote
of the Trustees.
9.10 Reports. The Trustees shall cause to be prepared at least annually
(i) a report of operations containing a statement of assets and liabilities and
statements of operations and of changes in net assets of the Trust prepared in
conformity with generally accepted accounting principles and (ii) an opinion of
an independent certified public accountant on such financial statements based on
an examination of the books and records of the Trust made in accordance with
generally accepted auditing standards. A signed copy of such report and opinion
shall be filed with the Trustees within ninety (90) days after the close of the
period covered thereby. Copies of such reports shall be mailed to all
Participants of record within a reasonable period preceding the annual meeting
or vote of the Participants. The Trustees shall, in addition, furnish to the
Participants, at least semiannually, an interim report containing an unaudited
balance sheet of the Trust as at the end of such period and statements of
operations and changes in net assets for the period from the beginning of the
then current fiscal year to the end of such period.
ARTICLE X
DETERMINATION OF NET ASSET VALUE AND NET INCOME; DISTRIBUTIONS TO PARTICIPANTS
10.1 Net Asset Value. The net asset value of each allocated Unit of each
series of the Trust shall be determined at least once on each business day at
such time as the Trustees by resolution may determine. The method of determining
net asset value, except as otherwise provided herein, shall be established by
the Trustees and shall be set forth in the Information Statement as the same may
be amended from time to time. The duty to make the daily calculations may be
delegated by the Trustees to the Adviser, the Administrator, the Custodian or
such other person as the Trustees by resolution may designate.
10.2 NET ASSET VALUE; REDUCTION OF ALLOCATED UNITS.
The Trustees shall have full and complete power to determine the net
income (including unrealized gains and losses on the portfolio assets) of the
Trust once on each business day as provided in Section 10.1 hereof and, upon
each such determination such net income shall be credited proportionately to the
accounts of the Participants in such a manner, as shall be set forth in the
Information Statement as the same may be amended from time to time. The
accounting method used for the determination of the net income of the Trust and
the crediting thereof proportionately to the respective accounts of the
Participants shall be determined by the Trustees and shall be set forth in the
Information Statement as the same may be amended from time to time. The duty to
make the daily calculations may be delegated by the Trustees to the Adviser, the
Administrator, the Custodian or such other Person as the Trustees by resolution
may designate. If, and only if, the Trustees, with the advice of the Adviser,
shall determine that the amortized cost method of determining the net asset
value of the Units no longer represents a fair method of valuation, the Trustees
may either permit such net asset value to fluctuate or may reflect the fair
value thereof in the number of Units allocated to each Participant. To the
extent of any net loss which exceeds such accrued income, the Trustees may, in
such event, reduce the aggregate number of the allocated Short-term Units in
such a manner as shall be set forth in the Information Statement as the same may
be amended from time to time. Each Participant will be deemed to have agreed to
such reduction in such circumstances by its investment in the Trust and its
adoption of this Declaration of Trust.
1. 10.3 Supplementary Distributions to Participants. In addition to
withdrawals made at the request of individual Participants pursuant to Section
6.5 hereof, the Trustees may from time to time also declare and make to the
Participants, in proportion to their respective allocation of Units, out of the
earnings, profits or assets in the hands of the Trustees, such supplementary
distributions as they may determine. The declaration and making of such
supplementary distributions and the determination of earnings, profits, and
other funds and assets available for supplemental distributions and other
purposes shall lie wholly in the discretion of the Trustees and may be made at
such time and in such manner as the Trustees may in their sole discretion from
time to time determine. Any or all such supplementary distributions may be made
among the Participants of record at the time of declaring a distribution or
among the Participants of record at such other date as the Trustees shall
determine.
2. 10.4 Retained Reserves. The Trustees may retain from the gross income
of the Trust such amount as they may deem necessary to pay the debts and
expenses of the Trust and to meet other obligations of the Trust, and the
Trustees shall also have the power to establish such reasonable reserves as they
believe may be required.
ARTICLE XI
CUSTODIAN
1. 11.1 Duties. The Trustees shall employ a bank or trust company
organized under the laws of the United States of America or the State of Iowa
having an office in the State of Iowa and having a capital and surplus
aggregating at least $25,000,000 as Custodian with authority as its agent, but
subject to such restrictions, limitations and other requirements, if any, as may
be contained in the Bylaws of the Trust to perform the duties set forth in the
Custodian Agreement to be entered into between the Trust and the Custodian, or
as may be imposed by law.
2. 11.2 Appointment. The Trustees shall have the power to select and
appoint the Custodian for the Trust. The Custodian Agreement shall provide that
it may be terminated at any time without cause and without the payment of any
penalty by the Trust on sixty (60) days' written notice to the Custodian.
3. 11.3 Custodian Agreement. In addition to containing such other
provisions as the Trustees may deem appropriate, the Custodian Agreement shall
provide that all investments constituting Trust Property shall be held in
safekeeping in the manner required by law, including, without limitation, Iowa
Code Chapters 12B AND 12C, and such other law then in effect governing the
investment of moneys of Public Agencies.
11.4 Agents of Custodian. The Trustees may also authorize the Custodian
to employ one or more agents from time to time to perform such of the acts and
services of the Custodian and upon such terms and conditions, as may be agreed
upon between the Custodian and such agent and approved by the Trustees;
provided, however, that, in every case, such agent shall be a bank or trust
company organized under the laws of the United States of America or one of the
States thereof having capital and surplus aggregating at least $25,000,000.
1. 11.5 Successors. In the event that, at any time, the Custodian shall
resign or shall be terminated pursuant to the provisions of the Custodian
Agreement, the Trustees shall appoint a successor thereto.
2. 11.6 Custodian as Depository for Participants. Each Participant
hereby designates the Custodian as a depository for funds of the Participant.
ARTICLE XII
RECORDING OF DECLARATION OF TRUST
12.1 Recording. This Declaration of Trust and any amendment thereto
shall be filed, recorded or lodged as a document of public record in such place
or places and with such official or officials as may be required by law or as
the Trustees may deem desirable. Each amendment so filed, recorded or lodged
shall be accompanied by a certificate signed and acknowledged by a Trustee
stating that such action was duly taken in the manner provided for herein; and
unless such amendment or such certificate sets forth some earlier or later time
for the effectiveness of such amendment, such amendment shall be effective upon
its filing. An amended Declaration of Trust, containing or restating the
original Declaration and all amendments theretofore made, may be executed any
time or from time to time by a majority of the Trustees and shall, upon filing,
recording or lodging in the manner contemplated hereby, be conclusive evidence
of all amendments contained therein and may thereafter be referred to in lieu of
the original Declaration of Trust and the various amendments thereto.
Notwithstanding the foregoing provisions of this Section 12.1, no filing or
recordation pursuant to the terms of this Section 12.1 shall be a condition
precedent to the effectiveness of this Declaration of Trust or any amendment
hereto.
ARTICLE XIII
AMENDMENT OR TERMINATION OF FUND; DURATION OF FUND
13.1 Amendment or Termination.
(a) The provisions of this Declaration of Trust may be amended or altered
(except as to the limitations on personal liability of the Participants and
Trustees and the prohibition of assessments upon Participants), or the Trust may
be terminated, at any meeting of the Participants or pursuant to any vote of the
Participants called for that purpose, by the affirmative vote of a majority of
the Participants entitled to vote, or, by an instrument or instruments in
writing, without a meeting, signed by a majority of the Trustees and a majority
of the Participants; provided, however, that the Trustees may, from time to time
by a two-thirds vote of the Trustees, and after fifteen (15) days' prior written
notice to the Participants, amend or alter the provisions of this Declaration of
Trust, without the vote or assent of the Participants, to the extent deemed by
the Trustees in good faith to be necessary to conform this Declaration to the
requirements of applicable laws or regulations or any interpretation thereof by
a court or other governmental agency of competent jurisdiction, but the Trustees
shall not be liable for failing so to do. Notwithstanding the foregoing, (i) no
amendment may be made pursuant to this Section 13.1 which would change any
rights with respect to any allocated Units of the Trust by reducing the amount
payable thereon upon liquidation of the Trust or which would diminish or
eliminate any voting rights of the Participants, except with the vote or written
consent of two-thirds of the UNITS HELD BY Participants; and (ii) no amendment
may be made which would cause any of the investment restrictions contained in
Section 4.2 hereof to be less restrictive without the affirmative vote of a
majority of the UNITS HELD BY Participants.
(b) Upon the termination of the Trust pursuant to this Section 1.3.1:
(i) The Trust shall carry on no business except for the purpose
of winding up its affairs;
(ii) The Trustees shall proceed to wind up the affairs of the
Trust and all of the powers of the Trustees under this
Declaration of Trust shall continue until the affairs of the
Trust shall have been wound up, including, without limitation,
the power to fulfill or discharge the contracts of the Trust,
collect its assets, sell, convey, assign, exchange, transfer or
otherwise dispose of all or any part of the remaining Trust
Property to one or more persons at public or private sale for
consideration which may consist in whole or in part of cash,
securities or other property of any kind, discharge or pay its
liabilities, and do all other acts appropriate to liquidate its
affairs; provided, however, that any sale, conveyance,
assignment, exchange, transfer or other disposition of all or
substantially all of the Trust Property shall require approval
of the principle terms of the transaction and the nature and
amount of the consideration by affirmative vote of not less than
a majority of the Units held by Participants; and
(iii) After paying or adequately providing for the payment of
all liabilities, and upon receipt of such releases, indemnities
and refunding agreements, as they deem necessary for their
protection, the Trustees may distribute the remaining Trust
Property, in cash or in kind or partly in each, among the
Participants according to their respective proportionate
allocation of Units.
(c) Upon termination of the Trust and distribution to the Participants
as herein provided, a majority of the Trustees shall execute and lodge among the
records of the Trust an instrument in writing setting forth the fact of such
termination, and the Trustees shall thereupon be discharged from all further
liabilities and duties hereunder, and the right, title and interest of all
Participants shall cease and be cancelled and discharged.
(d) A certification in recordable form signed by a majority of the
Trustees setting forth an amendment and reciting that it was duly adopted by the
Participants or by the Trustees as aforesaid or a copy of the Declaration, as
amended, in recordable form, and executed by a majority of the Trustees, shall
be conclusive evidence of such amendment.
Section 13. 2 Power to Effect Reorganization. The Trustees may select,
or direct the organization of a corporation, association, trust or other Person
with which the Trust may merge, or which shall take over the Trust Property and
carry on the affairs of the Trust, and after receiving an affirmative vote of
not less than a majority of THE UNITS HELD BY Participants at any meeting of the
Participants, the notice for which includes a statement of such proposed action,
the Trustees may effect such merger or may sell, convey and transfer the Trust
Property to any such corporation, association, trust or other Person in exchange
for cash or units or securities thereof, or beneficial interest therein with the
assumption by such transferee of the liabilities of the Trust; and thereupon the
Trustees shall terminate the Trust and deliver such cash, units, securities or
beneficial interest ratably among the participants of this Trust.
13.3 Duration. The Trust shall continue in existence in perpetuity,
subject in all respects to the provisions of this Article XIII.
ARTICLE XIV
MISCELLANEOUS
1. 14.1 Governing Law. This Declaration of Trust is executed by the
initial Participants and delivered in the State of Iowa and with reference to
the laws thereof, and the rights of all parties and the validity, construction
and effect of every provision hereof shall be subject to and construed according
to the laws of the State of Iowa.
2. 14.2 Counterparts. This Declaration of Trust may be executed in
several counterparts, each of which when so executed shall be deemed to be an
original, and such counterparts, together, shall constitute but one and the same
instrument, which shall be sufficiently evidenced by any such original
counterpart.
1. 14.3 Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust, or of any official or
public body or office in which this Declaration of Trust may be recorded,
appears to be a Trustee hereunder or the secretary or the treasurer of the
Trust, certifying to: (i) the number or identity of Trustees or Participants;
(ii) the due authorization of the execution of any instrument or writing; (iii)
the form of any vote passed at a meeting of Trustees or Participants or taken
pursuant to a vote of Participants; (iv) the fact that the number of Trustees or
Participants present at any meeting or executing any written instrument
satisfies the requirements of this Declaration of Trust; (v) the form of any
bylaw adopted by or the identity of any officers elected by the Trustees; or
(vi) the existence of any fact or facts which in any manner relate to the
affairs of the Trust, shall be conclusive evidence as to the matters so
certified in favor of any Person dealing with the Trustees or any of them or the
Trust and the successors of such Person.
2. 14.4 Provisions in Conflict with Law. The provisions of this
ijbeclaration of Trust are severable, and if the Trustees shall" determine, with
the advice of counsel, that any one or more of such provisions (the "Conflicting
Provisions") are in conflict with applicable federal or Iowa laws, the
Conflicting Provisions shall be deemed never to have constituted a part of this
Declaration of Trust; provided, however, that such determination by the Trustees
shall not affect or impair any of the remaining provisions of this Declaration
of Trust or render invalid or improper any action taken or omitted (including,
but not limited to, the election of Trustees) prior to such determination.
14.5 GENDER; SECTION HEADINGS.
(a) Words of the masculine gender shall mean and include correlative
words of the feminine and neuter genders and words importing the singular number
shall mean and include the plural number and vice versa.
(b) Any headings preceding the texts of the several Articles and
Sections of this Declaration of Trust and any table of contents or marginal
notes appended to copies hereof, shall be solely for convenience of reference
and shall neither constitute a part of this Declaration of Trust nor affect its
meaning, construction or effect.
14.6 ADOPTION BY PUBLIC AGENCIES ELECTING TO BECOME ADDITIONAL
PARTICIPANTS; RESIGNATION OF PARTICIPANTS.
(a) Any Public Agency meeting the requirements of Section 1.2(a) and 8.1
hereof, may become a Participant of this Trust by (i) taking appropriate
official action to adopt this Declaration of Trust, (ii) furnishing the Trustees
with satisfactory evidence that such official action has been taken, and (iii),
providing the Trustees such other documents, certificates, information, or
opinions as may be required by the Trustees. This Declaration of Trust may be
adopted by executing a written instrument of adoption in such form as may be
prescribed by the Trustees. Delivering an acknowledged copy of such instrument
to the Trustees shall constitute satisfactory evidence of the adoption
contemplated by this Section 14.6.
(b) Eligible Public Agencies for each class are set forth in Exhibit A
attached hereto and incorporated herein by reference.
(c) Upon certification to the Trustees that a Public Agency now or
hereafter organized under the laws of the State of Iowa is a member in good
standing in the appropriate Association, such Public Agency shall be an Eligible
Public Agency. Any Participant may resign and withdraw from the Trust by sending
a written notice to such effect to the chair of the Trust and the Administrator
and by requesting the withdrawal of all funds then credited to its account
within the Trust. The written notice shall be in the form of a certified
resolution of the Governing Body of the Participant, stating the Public Agency's
intention to resign from the Trust. Such resignation and withdrawal shall become
effective upon the receipt thereof by the chair of the Trust and the
Administrator. No resignation and withdrawal by a Participant shall operate to
annul this Declaration of Trust or terminate the existence of the Trust.
IN WITNESS WHEREOF, the undersigned Officers certify that this amended
Joint Powers Agreement and Declaration of Trust has been duly adopted by the
Parties and this amendment thereto has been duly adopted by the Officers, who
have executed this Amended Declaration of Trust as of the 1 DAY OF SEPTEMBER,
2005, as of which date this Amended Declaration of Trust shall take, and come
into, full force and effect.
EXHIBIT A
