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<br /> r APPENDIX B
<br /> DECLARA~TION OF TRUST
<br /> of
<br /> ICMA RETIREMENT TRUST
<br />ARTICLE I. Name and Definitions ARTICLE II. Creation and Purpose of the Trust; Ownership of Trust
<br /> Property
<br />SECTION 1,1, Name, The Name of the Trust created hereby is the SECTION 2,1, Creation, The Retirement Trust is created and
<br />ICMA Retirement Trust. established by the execution of this Declaration of Trust by the Trustees
<br />SECTION 1.2, Definitions. Wherever they are used herein. the and the participating Public Employers,
<br />following terms shall have the following respective meanings: SECTION 2,2, Purpose, The purpose of the Retirement Trust is to
<br />(a) By-Laws. The By-Laws referred to in Section 4,1 hereof, as provide for the commingled investment of funds held by the Public
<br />amended from time to time. Employers in connection with their Deferred Compensation Plans, The
<br />(b) Deferred Compensation Plan. A deferred compensation plan Trust Property shall be invested in the Portfolios, in Guaranteed
<br />established and maintained by a Public Employerforthe purpose Investment Contracts and in other investments recommended by the
<br />of providing retirement income and other deferred benefits to its Investment Adviser under the supervision of the Board of Trustees,
<br />employees in accordance with the provisions of section 457 of SECTION 2.3 Ownership of Trust Property, The Trustees shall have
<br />the Internal Revenue Code of 1954, as amended, legal title to the Trust Property, The Public Employers shall be the
<br />(c) Guaranteed Investment Contract. A contract entered into by beneficial owners of the Trust Property,
<br />the Retirement Trust with insurance companies that provides for
<br />a guaranteed rate of return on investments made pursuant to ARTICLE III. Trustees
<br />such contract.
<br />(d) ICMA, The International City Management Association, SECTION 3,1, Number and Qualification of Trustees,
<br />(e) ICMA/RC Trustees, Those Trustees elected by the Public (a) The Board of Trustees shall consist of nine Trustees, Five of
<br />Employers who, in accordance with the provisions of Section the Trustees shall be full-time employees of a Public Employer
<br />3,1 (a) hereof, are also members of the Board of Directors of ICMA (the Public Employee Trustees) who are authorized by such
<br />or RC. Public Employer to serve as Trustee, The remaining four Trustees
<br />(f) Investment Adviser, The Investment Adviser that enters into a 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 />contract with the Retirement Trust to provide advice with respect ICMA and two persons who, at the time of election. are mem bers
<br />to investment of the Trust Property. of the Board of Directors of RC (the ICMA/RC Trustees), One of
<br />(g) Employer Trust. A trust created pursuant to an agreemElnt the Trustees who is a director of ICMA, and one of the Trustees
<br />between RC and a Public Employer for the purpose of investing who is a director of RC, shall. at the time of election, be full-time
<br />and administering the funds set aside by such employer in employees of a Public Employer,
<br />connection with its deferred compensation agreements with its (b) No person may serve as a Trustee for more than one term in
<br />employees. any ten-year period,
<br />(h) Portfolios. The Portfolios of investments established by the SECTION 3,2, Election and Term
<br />Investment Adviser to the Retirement Trust. under the
<br />supervision of the Trustees, for the purpose of providing (a) Except for the Trustees appointed to fill vacancies pursuant
<br />investments for the Trust Property. to Section 3,5 hereof, the Trustees shall be elected by a vote of a
<br />(i) Public Employee Trustees. Those Trustees elected by the majority of the Public Employers in accordance with the
<br />Public Employers who, in accordance with the provisions of procedures set forth in the By-Laws,
<br />Section 3.1(a) hereof, are fulHime employees of Public (b) At the first election of Trustees, three Trustees shall be
<br />Employers. elected for a term of three years, three Trustees shall be elected
<br />(j) Public Employer. A unit of state or local government, or any 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 />agency or instrumentality thereof. that has adopted a Deferred shall be elected for a term of three years and until his or her
<br />Compensation Plan and has executed this Declaration of Trust. successor is elected and qualified,
<br />(k) RC, The International City Management Association SECTION 3,3, Nominations. The Trustees who are full-time
<br />Retirement Corporation, employees of Public Employers shall serve as the Nominating
<br />(I) Retirement Trust. The Trust created by this Declaration of Committee for the Public Employee Trustees, The Nominating
<br />Trust. Committee shall choose candidates for Public Employee Trustees in
<br />(m) Trust Property. The amounts held in the Retirement Trust on accordance with the procedures set forth in the By-Laws,
<br />behalf of the Public Employers. The Trust Property shall include SECTION 3.4. Resignation and Removal,
<br />any income resulting from the investment of the amounts so held, (a) Any Trustee may resign as Trustee (without need for prior or
<br />(n) Trustees, The Public Employee Trustees and ICMA/F1C subsequent accounting) by an instrument in writing signed by the
<br />Trustees elected by the Public Employers to serve as members of Trustee and delivered to the other Trustees and such resignation
<br />the Board of Trustees of the Retirement Trust. shall be effective upon such delivery, or at a later date according
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