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<br />APPENDIX B
<br />
<br />DECLARATION OF TRUST
<br />of
<br />ICMA RETIREMENT TRUST
<br />
<br />ARTICLE I. Name and Definitions
<br />
<br />SECTION 1,1. Name. The Name of the Trust created hereby is the
<br />ICMA Retirement Trust.
<br />
<br />SECTION 1.2. Definitions, Wherever they are used herein, the
<br />following terms shall have the following respective meanings:
<br />
<br />(a) By-Laws. The By-Laws referred to in Section 4.1 hereof. as
<br />amended from time to time,
<br />
<br />(b) Deferred Compensation Plan, A deferred compensation plan
<br />established and maintained by a Public Employer for the purpose
<br />of providing retirement income and other deferred benefits to its
<br />employees in accordance with the provisions of section 457 of
<br />'. ,Jhe Internal Revenue Code of 1954, as amended,
<br />
<br />(c) Guaranteed Investment Contract. A contract entered into by
<br />the Retirement Trust with insurance companies that provides for
<br />a guaranteed rate of return on investments made pursuant to
<br />such contract.
<br />
<br />(d) ICMA. The International City Management Association,
<br />
<br />(e) ICMA/RC Trustees, Those Trustees elected by the Public
<br />Employers who. in accordance with the provisions of Section
<br />3.1 (a) hereof, are also members of the Board of Directors of ICMA
<br />or RC.
<br />
<br />(I) Investment Adviser. The Investment Adviser that enters into a
<br />contract with the Retirement Trust to provide advice with respect
<br />to investment of the Trust Property,
<br />
<br />(g) Employer Trust. A trust created pursuant to an agreement
<br />between RC and a Public Employer lor the purpose 01 investing
<br />and administering the funds set aside by such employer in
<br />connection with its deferred compensation agreements with its
<br />employees.
<br />
<br />(h) Portfolios, The Portfolios of investments established by the
<br />Investment Adviser to the Retirement Trust, under the
<br />supervision of the Trustees. for the purpose of providing
<br />investments for the Trust Property,
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<br />(i) Public Employee Trustees. Those Trustees elected by the
<br />Public Employers who. in accordance with the provisions of
<br />Section 3.1(a) hereof. are full-time employees of Public
<br />Employers.
<br />
<br />(j) Public Employer. A unit 01 state or local government. or any
<br />agency or instrumentality thereol, that has adopted a Deferred
<br />Compensation Plan and has executed this Declaration of Trust.
<br />
<br />(k) RC. The International City Management Association
<br />Relirement Corporation,
<br />
<br />(I) Relirement Trust. The Trust crealed by this Declaration of
<br />Trust,
<br />
<br />(m) Trust Property, The amounts held in the Retirement Trust on
<br />behalf of the Public Employers, The Trust Property shall include
<br />any income resulting from the investment of the amounts so held,
<br />
<br />(n) Trustees. The Public Employee Trustees and ICMA/RC
<br />Trustees elected by the Public Employers to serve as members of
<br />the Board of Trustees of the Retirement Trust.
<br />
<br />ARTICLE II. Creation and Purpose of the Trust; Ownership of Trust
<br />Property
<br />
<br />SECTION 2,1. Creation, The Retirement Trust is created and
<br />established by the execution of this Declaration of Trust by the Trustees
<br />and the participating Public Employers,
<br />
<br />SECTION 2,2. Purpose. The purpose of the Retirement Trust is to
<br />provide for the commingled investment of funds held by the Public
<br />Employers in connection with their Deferred Compensation Plans, The
<br />Trust Property shall be invested in the Portfolios, in Guaranteed
<br />Investment Contracts and in other investments recommended by the
<br />Investment Adviser under the supervision of the Board of Trustees,
<br />
<br />SECTION 2.3 Ownership of Trust Property. The Trustees shall have
<br />legal title to the Trust Property, The Public Employers shall be the
<br />beneficial owners of the Trust Property.
<br />
<br />ARTICLE III. Trustees
<br />
<br />SECTION 3,1, Number and Qualification of Trustees,
<br />
<br />(a) The Board of Trustees shall consist of nine Trustees, Five of
<br />the Trustees shall be full-time employees of a Public Employer
<br />(the Public Employee Trustees) who are authorized by such
<br />Public Employer to serve as Trustee, The remaining four Trustees
<br />shall consist of two persons who, at the time of election to the
<br />Board of Trustees, are members of the Board of Directors of
<br />ICMA and two persons who, at the time of election. are members
<br />of the Board of Directors of RC (the ICMAlRC Trustees), One of
<br />the Trustees who is a director of ICMA. and one of the Trustees
<br />who is a director of RC, shall. at the time of election, be full-time
<br />employees of a Public Employer.
<br />
<br />(b) No person may serve as a Trustee for more than one term in
<br />any ten-year period.
<br />
<br />SECTION 3,2. Election and Term. .
<br />
<br />(a) Except for the Trustees appointed to fill vacancies pursuant
<br />to Section 3.5 hereof. the Trustees shall be elected by a vote of a
<br />majority of the Public Employers in accordance with the
<br />procedures set forth in the By-Laws,
<br />
<br />(b) At the first election of Trustees, three Trustees shall be
<br />elected for a term 01 three years. three Trustees shall be elected
<br />for a term of two years and three Trustees shall be elected for a
<br />term of one year, At each subsequent election. three Trustees
<br />shall be elected for a ierm of three years and until his or her
<br />successor is elected and qualified,
<br />
<br />SECTION 3,3. Nomlnallons, The Trustees who are full-time
<br />employees of Public Employers shall serve as the Nominating
<br />Commlllee for the Public Employee Trustees. The Nominating
<br />Commillee shall choose candidates for Public Employee Trustees in
<br />accordance With the procedures set forth in the By-Laws,
<br />
<br />SECTION 3,4, Resignation and Removal.
<br />
<br />(a) Any Trustee may resign as Trustee (Without need lor prior or
<br />subsequent accounlmg) by an instrument m wriling Signed by the
<br />Trustee and delivered to the other Trustees and such resignation
<br />shall be effective upon such delivery, or at a later dale according
<br />
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