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<br />(v) do all such acts, take all such proceedings, and exercise all
<br />such rights and privileges, although not specifically mentioned
<br />herein, as the Trustees may deem necessary or appropriate to
<br />administer the Trust Property and to carry out the purposes of the
<br />Retirement Trust.
<br />SECTION 4.2, Distribution of Trust Property. Distributions of the
<br />Trust Property shall be made to. or on behalf of. the Public Employer, in
<br />accordance with the terms of the Deferred Compensation Plans or
<br />Employer Trusts. The Trustees of the Retirement Trust shall be fully
<br />protected in making payments in accordance with the directions of the
<br />Public Employers or the Trustees of the Employer Trusts without
<br />ascertaining whether such payments are in compliance with the
<br />provisions of the Deferred Compensation Plans or the agreements
<br />creating the Employer Trusts.
<br />
<br />SECTION 4.3. Execution of Instruments. The Trustees may
<br />unanimously designate anyone or more of the Trustees to execute any
<br />instrument or document on behalf of all, including but not limited to the
<br />signing or endorsement of any check and the signing of any
<br />applications, insurance and other contracts, and the action of such
<br />designated Trustee or Trustees shall have the same force and effect as if
<br />taken by all the Trustees.
<br />
<br />ARTICLE V. Duty of Care and Liability of Trustees
<br />
<br />SECTION 5.1. Duty of Care. In exercising the powers hereinbefore
<br />granted to the Trustees, the Trustees shall perform all acts within their
<br />authority for the exclusive purpose of providing benefits for the Public
<br />Employers. and shall perform such acls with the care, skill, prudence
<br />and diligence in the circumstances then prevailing that a prudent person
<br />acting in a like capacity and familiar with such matters would use in the
<br />conduct of an enterprise of a like character and with like aims.
<br />
<br />SECTION 5.2. Liability. The Trustees shall not be liable for any
<br />mistake of judgment or other action taken in good faith, and for any
<br />action taken or omitted in reliance in good faith upon the books of
<br />account or other records of the Retirement Trust, upon the opinion of
<br />counsel, or upon reports made to the Retirement Trust by any of its
<br />officers, employees or agents or by the Investment Adviser or any sub-
<br />investment adviser, accountants, appraisers or other experts or
<br />consultants selected with reasonable care by the Trustees, officers or
<br />employees of the Retirement Trust, The Trustees shall also not be liable
<br />for any loss sustained by the Trust Property by reason of any investment
<br />made in good faith and in accordance with the standard of care set forth
<br />in Section 5,1.
<br />
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<br />SECTION 5,3. Bond, No Trustee shall be obligated to give any bond
<br />or other security for the performance of any of his or her duties
<br />hereunder.
<br />
<br />ARTICLE VI. Annual Report to Shareholders
<br />The Trustees shall annually submit to the Public Employers a written
<br />report of the transactions of the Retirement Trust, including financial
<br />statements which shall be certified by independent public accountants
<br />chosen by the Trustees,
<br />
<br />ARTICLE VII. Duration or Amendment of Retirement Trust
<br />
<br />SECTION 7,1, Withdrawal. A Public Employer may, at any time, with-
<br />draw from this Retirement Trust by delivering to the Board of Trustees a
<br />statement to that effect. The withdrawing Public Employer's beneficial
<br />interest in the Retirement Trust shall be paid out to the Public Employer
<br />or to the Trustee of the Employer Trust, as appropriate.
<br />
<br />SECTION 7,2, Duration. The Retirement Trust shall continue until
<br />terminated by the vote of a majority of the Public Employers, each
<br />casting one vote. Upon termination, all of the Trust Property shall be
<br />paid out to the Public Employers or the Trustees of the Employer Trusts,
<br />as appropriate.
<br />
<br />SECTION 7,3, Amendment. The Retirement Trust may be amended
<br />by the vole of a majority of the Public Employers, each casting one vote,
<br />
<br />SECTION 7,4, Procedure, A resolution to terminate or amend the
<br />Retirement Trust or to remove a Trustee shall be submitted to a vote of
<br />the Public Employers if: (a) a majority of the Trustees so direct, or (b) a
<br />pelltion requesting a vole, signed by not less than 25% of the Public
<br />Employers. is submllled to the Trustees,
<br />
<br />ARTICLE VIII. Miscellaneous
<br />
<br />SECTION 8,1, Governing Law, Except as otherwise required by state
<br />or local law, this Declaration of Trust and the Retirement Trust hereby
<br />created shall be construed and regulated by the laws of the District of
<br />Columbia,
<br />
<br />SECTION 8,2, Counterparts, This Declaration may be executed by
<br />the Public Employers and Trustees in two or more counterparts, each of
<br />which shall be deemed an Original but all of which together shall
<br />constitute one and the same instrument.
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