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....."' . . . - ,f .' (g) The Board shall cause financial statements to be prepared and maintained for the Pool and for such statements to be audited annually by an independent certified public accounting firm. (11) By agreement, the Board may appoint the Administrator to perform administrative services for the Pool, provided that the Board shall continue to oversee the operation and management of the Pool and shall have the authority to direct the Administrator to take or not take specific action on behalf of the Pool. (i) The enumeration of any specific power or authority herein shall not be construed as limiting the general power and authority of the Board over the Pool. Section 3.03. liability. (a) Neither the Board, the Sponsor, the Investment Officers, the Administrator, any Endorser, nor any officers, trustees, employees or board members of any of the foregoing shall be held liable for any action or omission to act on behalf of the Pool or the Participants unless caused by willful misconduct (b) The Pool shall indemnify and hold harmless (either directly or through insurance) any person referred to in subsection (a) of this Section, to the extent permitted by law, for any and all litigation, claims or other proceedings, including but not limited to reasonable attorney fees, costs, judgments, settlement payments and penalties arising out of the management and operation of the Pool, unless the litigation, claim or other proceeding resulted from the willful misconduct of such person. ARTICLE IV Participation in the Pool Section 4.01. Interloca1 Investment Agreement. In order for a Local Government to become a Participant and transfer money into the Pool, each of the following conditions must be satisfied: (a) The Local Government (including an "administrative agency" acting on behalf of a "combination of political subdivisions" within the meaning of the Act) must adopt a resolution (1) authorizing it to become a Partici- pant and approving this Agreement, (2) establishing the Pool as an agency and instrumentality of thePartici- pant, (3) designating the Board as the governing body of the Pool, (4) approving the investment policies of the Pool (as amended from time to time by the Board) and directing that any conflicting local investment policies shall not apply to Pool investments of the Participant, (5) designating Authorized Representatives of the Participant, and (6) designating the Investment Officers appointed from time to time by the Board as the Participant's invesbnent officers who shall be responsible for investing the share of Pool assets representing local funds of the Participant; and (b) The Local Government (including an "administration agency" acting on behalf of a "combination of political subdivisions" within the meaning of the Act) must become a party to this Agreement by executing an Ad- ditional Party Agreement and delivering the same to the Pool, together with a certified copy of the resolution referred to in subsection (a) of this Section, an application in form and substance satisfactory to the Board and such other information as may be required by the Board. Section 4.02. Participant Accounts. (a) While available local funds of Participants may be commingled for purposes of common investment and operational efficiency, one or more separate Accounts for each Participant in the Pool will be established and maintained by the Pool in accordance with the Participant's application to join the Pool. * 11 *