2001-267 ORDINANCE NO ~)0/-~"~
AN ORDINANCE ESTABLISHING A 401 MONEY PURCHASE PLAN WITH ICMA
RETIREMENT CORPORATION GOVERNMENTAL MONEY PURCHASE PLAN,
AUTHORIZING AN ADOPTION AGREEMENT WITH ICMA, EXECUTING A
DECLARATION OF TRUST FOR THE ICMA RETIREMENT TRUST, NAM1NG HUMAN
RESOURCES DIRECTOR AS COORDINATOR FOR THE PLAN, AND ESTABLISHING
AN EFFECTIVE DATE (ACCOUNT NUMBER 107463)
WHEREAS, the City of Denton (Employer) has employees rendenng valuable servmes, and
WHEREAS, the estabhshment of a money purchase retirement plan benefits employees by
prow&ng funds for retirement and funds for their beneficmnes in the event of death, and
WHEREAS, the Employer desires that ~ts money purchase retirement plan be adm~mstered by
the ICMA Retirement Corporation and that the funds held under such plan be invested in the
ICMA Retirement Trust, a trust estabhshed by pubhc employers for the collective xnvestment of
funds held under their retirement and deferred compensation plans,
NOW THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1 That the City of Denton, Texas (Employer) hereby estabhshes or has
estabhshed a money purchase ret~remeut plant (the "Plan") in the form of the ICMA Retirement
Corporation Governmental Money Purchase Plan & Trust, pursuant to the specific proms~ons of
the Adoption Agreement and Adm~mstratlve Services Agreement (executed copy attached hereto
as Exhibit A and B) The Plan shall be maintained for the exclusive benefit of ehglble employees
and their beneficmnes The C~ty Manager is herby authorized to execute the Adoption
Agreement and Administrative Servmes Agreement
SECTION 2 That the Employer hereby executes the Declaration of Trust of the ICMA
Retirement Trust, attached hereto as Exhibit C, ~nten&ng this execution to be operative with
respect to any retirement or deferred compensation plan subsequently estabhshed by the
Employer, ~fthe assets of the plan are to be ~nvested ~n the ICMA Retirement Trust
SECTION 3 That the Human Resource Director shall be the coor&nator for the Plan,
shall receive reports, not,ecs, etc from the ICMA Retirement Corporation or the ICMA
Retirement Trust, shall cast, on behalf of the Employer, any reqmred votes under the ICMA
Retirement Trust, may delegate any administrative duties relating to the Plan to appropriate
departments, and is authorized to execute all necessary agreements w~th the ICMA Retirement
Corporatmn mmdental to the adm~mstrat~on of the Plan
SECTION 4 Th~s ordinance shall become effective ~mmedmtely upon ~ts passage and
approval
e^ssED ~ ~ROVED ~s ~e ~ay of ~¢~,
2001
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
"EXHIBIT A"
ADMINISTRATIVE SERVICES AGREEMENT
Type 401
Account Number 7463
Plan # 7463
ADMINISTRATIVE SERVICES AGREEMENT
Th~s Agreement, made as of the day of ,2001 (here~n referred to as
the "Inception Date"), between The International C~ty Management Assoc~abon Retirement
Corporation ("RC"), a nonprofit corporation orgamzed and exlsbng under the laws of the
State of Delaware, and the C~ty of Denton ("Employer") a C~ty orgamzed and ex~st~ng under
the laws of the State of Texas with an office at 601 East H~ckory, Suite A, Denton, Texas
76205
RECITALS
Employer acts as a pubhc plan sponsor for a retirement plan ("Plan")w~th respons~b~hty to
obtain ~nvestment alternabves and services for employees participating ~n that Plan,
The ICMA Retirement Trust (the "Trust") ~s a common law trust governed by an elected
Board of Trustees for the commingled investment of rebrement funds held by state and
local govemmental units for their employees,
RC acts as ~nvestment adwser to the Trust, RC has designed, and the Trust offers, a senes
of separate funds (the "Funds") for the ~nvestment of plan assets as referenced in the
Trust's principal d~sclosure document, "Making Sound Investment Decisions A Rebrement
Investment Grade" The Funds are available only to pubhc employers and only through
the Trust and RC
In add~bon to serving as ~nvestment adviser to the Trust, RC prowdes a complete offenng
of servmes to public employers for the operation of employee rebrement plans ~ncludmg,
but not hm~ted to, commumcatlons concermng ~nvestment alternatives, account
maintenance, account record-keeping, investment and tax reporting, form processing,
benefit d~sbursement and asset management
AGREEMENTS
1 A~ent of RC
Employer hereby designates RC as Adm~mstrator of the Plan to perform all non-
discretionary funcbons necessary for the adm~mstrabon of the Plan w~th respect to assets
in the Plan deposited w~th the Trust The functions to be performed by RC include
(a) allocabon in accordance with participant d~recbon of ~nd~wdual accounts to
~nvestment Funds offered by the Trust,
(b) maintenance of ind~wdual accounts for parhc~pants reflecbng amounts deferred,
income, gain, or loss credited, and amounts d~sbursed as benefits,
(c) provision of periodic reports to the Employer and parhclpants of the status of Plan
investments and mdlwdual accounts,
-2-
Plan # 7463
(d) commumcabon to participants of information regarding their nghts and elecbons
under the Plan, and
(e) d~sbursement of benefits as agent for the Employer ~n accordance w~th terms of the
Plan
2 Adoption of Trust
Employer has adopted the Declaration of Trust of the ICMA Retirement Trust and agrees
to the commingled investment of assets of the Plan w~th~n the Trust Employer agrees that
operabon of the Plan and investment, management and d~sbursement of amounts
deposited ~n the Trust shall be subject to the Declaration of Trust, as ~t may be amended
from t~me to bme and shall also be subject to terms and conditions set forth ~n d~sclosure
documents (such as the Rebrement Investment Guide or Employer Bullet~ns) as those
terms and conditions may be adjusted from brae to time It Is understood that the term
"Employer Trust" as ~t is used ~n the Declaration of Trust shall mean th~s Adm~mstrabve
Services Agreement
3 Employer Duty to Furmsh Informabon
Employer agrees to furnish to RC on a bmely bas~s such ~nformabon as ~s necessary for
RC to carry out ~ts responsibilities as Administrator of the Plan, ~ncludmg ~nformat~on
needed to allocate ~nd~vldual participant accounts to Funds ~n the Trust, and ~nformat~on
as to the employment status of parbc~pants, and participant ages, addresses and other
~denbfy~ng information (including tax identification numbers) RC shall be enbtled to rely
upon the accuracy of any ~nformatlon that ~s furnished to ~t by a responsible official of the
Employer or any ~nformat~on relating to an ind~wdual participant or beneficiary that ~s
furnished by such participant or beneficiary, and RC shall not be responsible for any error
arising from ,ts reliance on such informabon RC w~ll provide account ~nformatlon ~n
reports, statements or accountings
4 Certain Representabons, Warranties, and Covenants
RC represents and warrants to Employer that
(a) RC ~s a non-profit corporation w~th full power and authority to enter into th~s
Agreement and to perform ~ts obhgat~ons under th~s Agreement The ability of RC
to serve as ~nvestment adviser to the Trust ~s dependent upon the conbnued
w~lllngness of the Trust for RC to serve ~n that capacity
(b) RC Is an ~nvestment adwser registered as such w~th the Secur~bes and Exchange
Commission under the Investment Adwsers Act of 1940, as amended ICMA-RC
Services, Inc (a wholly owned subsidiary of RC) ~s registered as a broker-dealer
w~th the Securlbes and Exchange Commission (SEC) and ~s a member ~n good
standing of the Nabonal Assoc~abon of Securlbes Dealers, Inc
-3-
Plan # 7463
RC covenants w~th employer that
(c) RC shall maintain and administer the Plan ~n comphance w~th the requirements
for plans which sabsfy the quahficat~on requirements of Section 401 of the
Internal Revenue Code, provided, however, RC shall not be responsible for the
quahfied status of the Plan ~n the event that the Employer d~rects RC to
administer the Plan or d~sburse assets ~n a manner ~nconslstent w~th the
requirements of Secbon 401 or otherwise causes the Plan not to be carned out
~n accordance with ~ts terms, prowded, further, that ~f the plan document used by
the Employer contains terms that d~ffer from the terms of RC's standardized plan
document, RC shall not be responsible for the quahfled status of the Plan to the
extent affected by the d~ffer~ng terms ~n the Employer's plan document
Employer represents and warrants to RC that
(d) Employer ~s orgamzed ~n the form and manner recited ~n the opening paragraph of
th~s Agreement w~th full power and authonty to enter ~nto and perform ~ts obhgat~ons
under th~s Agreement and to act for the Plan and participants ~n the manner
contemplated in th~s Agreement Execution, dehvery, and performance of this
Agreement w~ll not confhct w~th any law, rule, regulabon or contract by which the
Employer ~s bound or to which it ~s a party
5 Part~c~pabon ~n Certain Proceed~n.qs
The Employer hereby authorizes RC to act as agent, to appear on ~ts behalf, and to jo~n
the Employer as a necessary party ~n all legal proceedings ~nvolwng the garmshment of
benefits or the transfer of benefits pursuant to the d~vorce or separation of participants ~n
the Employer Plan Unless Employer not~fies RC otherwise, Employer consents to the
d~sbursement by RC of benefits that have been garnished or transferred to a former
spouse, spouse or child pursuant to a domestic relations order
6 C0mpensabon and Payment
(a) Plan Adm~mstrat~on Fee The amount to be pa~d for plan adm~mstrat~on services
under th~s Agreement shall be 0 55% per annum of the amount of Plan assets
invested ~n the Trust Such fee shall be computed based on average da~ly net Plan
assets ~n the Trust
(b) Account Maintenance Fee There shall be an annual account maintenance fee of
$0 00 The account maintenance fee ~s payable ~n full on January 1st of each year
on each account m existence on that date For accounts estabhshed AFTER
January 1st, the fee ~s payable on the f~rst day of the calendar quarter following
establishment and ~s prorated by reference to the number of calendar quarters
remaining on the day of payment
-4-
Plan # 7463
(c) Compensation for Management Services to the Trust and Advisory and other
Services to the Vantagepo~nt Funds Employer acknowledges that ~n addition to
amounts payable under th~s Agreement, RC receives fees from the Trust for
investment management services furmshed to the Trust Employer further
acknowledges that certain wholly-owned subsidiaries of RC receive compensation
for adwsory and other services furnished to the Vantagepolnt Funds, which serve
as the underlying portfohos of a number of Funds offered through the Trust The
fees referred to ~n th~s subsection are d~sclosed ~n the Retirement Investment Guide
These fees are not assessed against assets ~nvested ~n the Trust's Mutual Fund
Senes
(d) Mutual Fund Services Fee There is an annual charge of 0 40% assessed against
average dady net Plan assets ~nvested ~n the Trust's Mutual Fund Series
(e) Model Portfolio Fund Fee There ~s an annual charge of 0 10% assessed against
dady average net Plan assets ~nvested in the Trust's Model Portfolio Funds
(f) Payment Procedures All payments to RC pursuant to this Section 6 shall be pa~d
out of the Plan assets held by the Trust and shall be paid by the Trust The amount
of Plan assets held ~n the Trust shall be adjusted by the Trust as reequ~red to reflect
such payments
7 Custody
Employer understands that amounts invested in the Trust ara to be remitted d~rectly to the
Trust in accordance with ~nstructlons prowded to Employer by RC and are not to be
remitted to RC In the event that any check or wire transfer is ~ncorrectly labeled or
transferred to RC, RC will return it to Employer with proper instructions
-5-
Plan # 7463
8 Responslb~hty
RC shall not be responsible for any acts or omissions of any person other than RCm
connection w~th the administration or operation of the Plan
9 Term
Th~s Agreement may be terminated w~thout penalty by e~ther party on s~xty days advance
not~ce m wntmg to the other
10 Amendments and Adlustments
(a) Th~s Agreement may not be amended except by wntten ~nstrument s~gned by the
part~es
(b) The part~es agree that compensation for services under th~s Agreement and
adm~mstrat~ve and operational arrangements may be adjusted as follows
RC may propose an adjustment by wntten nobce to the Employer g~ven at least 60 days
before the effective date of the adjustment and the not~ce may appear in d~sclosure
documents such as Employer Bullet~ns and the Rebrement Investment Guide Such
adjustment shall become effecbve unless, w~th~n the 60 day period before the effective
date the Employer not~fles RC ~n wntlng that ~t does not accept such adjustment, ~n which
event the part~es w~ll negotiate w~th respect to the adjustment
(c) No failure to exercise and no delay ~n exercising any nght, remedy, power or
privilege hereunder shall operate as a waiver of such right, remedy, power or
privilege
11 N0t~ces
All notices required to be dehvered under Section 10 of th~s Agreement shall be dehvered
personally or by registered or certified ma~l, postage prepaid, return receipt requested, to
(0 Legal Department, ICMA Retirement Corporation, 777 North Capitol Street, N E, State
600, Washington, D C, 20002-4240, (,) Employer at the off~ce set forth ~n the first
paragraph hereof, or to any other address designated by the party to receive the same by
written notice s~mllarly given
12 Complete A.qreement
Th~s Agreement shall constitute the sole agreement between RC and Employer relating to
the object of th~s Agreement and correctly sets forth the complete rights, duties and
obhgat~ons of each party to the other as of ~ts date Any prior agreements, promises,
negot~abons or representations, verbal or otherwise, not expressly set forth ~n th~s
-6-
Plan # 7463
Agreement are of no fome and effect
13 Govermng Law
Th~s agreement shall be governed by and construed m accordance w~th the laws of the
State of Texas, apphcable to contracts made ~n that junsd~cbon w~thout reference to ~ts
conflicts of laws provisions
In W~tness Whereof, the parbes hereto have executed th~s Agreement as of the Inception
Date first above written
CITY OF DENTON
S~gnature/Date
Name and T~tle~(Please Pnnt)
INTERNATIONAL CITY MANAGEMENT
ASSOCIATION RETIREMENT
CORPORATION
Paul Gallagher
Corporate Secretary
-7-
ICMA RETIREMENT CORPORATION "EXHIBIT W'
GOVERNMENTAL MONEY PURCHASE PLAN & TRUST
ADOPTION AGREEMENT
Account Number q0- '/463
The Employer hereby estabhshes a Money Purchase Plan andTrust to be known as (the "Plan") an the
form of the ICMA Reurement Corporauon Governmental Money Purchase Plan and Trust The Plan
shall be known as
[906]
This Plan ~s an amendment and restatement of an existing defined contrabuuon money purchase plan
~1 Yes ~ No
If yes, please specafy the name of the defined contrabuuon money purchase plan wNch thas Plan
hereby amends and restates
1 Employer Name Caty nf Dantnn [902]
11 The EffecUve Date of the Plan shall be the first day of the PlanYear during which the
Employer adopts the Plan, unless an alternate Effecuve Date as hereby specified
II1 PlanYear wall mean
~ The twelve (12) consecuUve month period which co,nc~des w~th the hm~ta-
taon year (See Section 5 04(0 of the Plan ) [8031
~ The twelve (12) consecuUve month period commencing on
and each anmversary thereafter [80.~1
1V Normal Renrement Age (not to exceed age 65) shall be age 60 [288]
V ELIGIBILITY REQUIREMENTS
t The following group(s) of Employees are ehg~ble to parncapate ~n the Plan
All Employees
All Full-Tame Employees
Salaried Employees
Non-umon Employees
Management Employees
Pubhc Safety Employees
General Employees
Other (specify below)
C~ty Manager
MPP Adopnon Agreement 4/30/2000 1
The group specafied must correspond to a group of the same designation that as defined
an the statutes, or&nances, rules, regulations, personnel manuals or other materml an
effect m the state or locahty of the Employer
2 The Employer hereby wmves or reduces the requirement of a twelve (12) month Period
of Serwce for parncapauon The required Period of Sermce shall be N/A
write N/A af an Employee as ehgible to parUcapate upon etnployment) 1344]
If thas waiver or reduction ~s elected, at shall apply to all Employees wath~n the Covered
Employment Classaficanon
3 A mammum age reqmrement as hereby specified for ehgabflaty to parncapate The
mlmmum age reqmrement as lq/A (not to exceed age 21) Write N/A ffno mare- [341]
mum age as declared
VI CONTRIBUTION PROVISIONS
I The Employer shall contrabute as follo~vs (choose one)
F~xed Employer Contrabut~ons W~th Or Wathout Mandatory
Partac~pant Contr~bunons
The Employer shall contribute on behalf of each Parucipaot 3 % of
earmngs or $ for the PlanYear (subject to the hmitauons
ofAmcleV of the Plan) Each Parnclpant is reqmred to c ontrabute
0 % of earnings or $ 0 for the PlanYear as a con&non
of parncapat;on m the Plan (Wrate "0" if no contributaon is reqmred )
IfPamcapant Contrlbuuons are reqmred under this option, a Parnclpant
shall not have the right to &scontmue or vary the rate of such contribu-
tions after becoming a Plan Parncapant
The Employer hereby elects to "p~ck up" the Mandatory/Reqmred
Participant Contribution
~l Yes ~l No [6211
The pack-up provision specafies that the contnbutmn as treated, for
federal ancome tax purposes, as though at is made by the employer The
pick-up provision allows the employee to defer taxes on the employee
mandatory contnbutmn The actual result Is the same as af the contnbu-
non were a reduction in that employee's salary by the amount of the
contrabunon Picked up contnbutmns are NOT exempt from Socml
Security
[Note to Employer A detenmnanon letter issued to an adopting Em-
ployer is not a ruling by the Internal Revenue Service that Participant
contributions that are picked tip by the Employer are not includable in
the Pamclpant's gross income for federal income tax purposes The
Employer may seek such a ruling
2 MPP Adopuon Agreement 4/30/2000
[Ptcked up contrlbunons are excludable from the Participant's gross
income under secuon 414(h)(2) of the Internal Revenue Code of 1986
only if they meet the reqmrements of Rev B. ul 81-35, 1981-1 C B 255
Those reqmrements are (1) that the Employer must specify that the
contrabuuons, although designated as employee contnbutmns, are being
pa~d by the Employer an lieu of contributions by the employee, and (2)
the employee must not have the opuon of receiving the contributed
amounts &rectly Instead of having them paid by the Employer to the
plan ]
Faxed Employer Match ofParnc~pant Contnbunons
The Employer shall contribute on behalf of each Participant % of
Earmngs for the PlanYear (subject to the lmutations of ArucleV of the
Plan) for each PlanYear that such Pamclpant has contributed __ %
of Earmngs or $.__ Under this option, there is a single, fixed rate
of Employer contrabuuons, but a Participant may decline to make the
required Participant contributions In any PlanYear, in which case no
Employer contribution will be made on the Participant's behalf m that
PlanYear
Variable Employer Match Of Parnclpant Contr~bunons
The Employer shall contribute on behalf of each Parnc~pant an amount
determined as follows (subject to the limitations of ArncleV of the
Plan)
% of the contributions made by the Participant for the Plan
Year (not including Pamclpant contributions exceeding % of
Earnings or $ ),
PLUS % of the contnbunons made by the Parnc~pant for the
PlanYear ~n excess of those included In the above paragraph (but not
lncluchng Parnc~pant contnbunons exceeding m the aggregate %
of Earmngs or $
Employer Contr~bunons on behalf of a Participant for a Plan Year shall
not exceed $ or % of Earmngs, whichever is
more or less
2 Each Parncapant may make a voluntary (unmatched), after-tax contnbunon, subject to
the hmatauons ofSecnon 4 05 and ArucleV of the Plan
I~l Yes ~i No
MPP Adopnon Agreement 4/30/2000 3
3 Employer contnbuuons and Parnc~pant contributions shall be contributed to the Trust
m accordance with the following payment schedule (please cn'cle one choice) [611]
0 B~-Weekly 1 Weekly 2 Sem~-Weekly
3 B~-Monthly 4 Monthly 5 Sem~-Monthly
6 Ba-Quarterly 7 Quarterly 8 Senn-Quarterly
9 Ba-Annually 10 Annually 11 Sem~-Annually
VII EARNINGS
Earmngs, as defined under Secnon 2 09 of the Plan, shall ~nclude
(a) Overume [~l Yes ~ No
(b) Bonuses ~ Yes ~l No
VIII LIMITATION ON ALLOCATIONS
If the Employer maintains or ever maintained another quahfied plan ~n which any Paruc~pant In
th~s Plan ~s (or was) a paruc~pant or could possibly become a participant, the Employer hereby
agrees to hmlt contnbuuons to all such plans as provided hereto, if necessary ~n order to avmd
excess contnbuuons (as described ~n Secuons 5 02 and 5 03 of the Plan)
1 If the Paruclpant ~s covered under another quahfied defined contr~buuon plan mare-
tamed by the Employer, the prows~ons ofSecuon 5 02(a) through (f) of the Plan
apply unless another method has been indicated below
Other Method (Prowde the method under which the plans will hm~t
total Annual Ad&nons to the Maximum Permissible Amount, and will
properly reduce any excess amounts, ~n a manner that precludes Em-
ployer d~screuon )
2 If the Participant ~s or has ever been a parUc~pant ~n a defined benefit plan maintained
by the Employer, and ~fthe hm~taUon in Secuon 5 03 of the Plan would be exceeded,
then the Parnc~pant's Projected Annual Benefit under the defined benefit plan shall be
reduced m accordance w~th the terms thereof to the extent necessary to sansfy such
hm~tat~on If such plan does not prowde for such reducuon, or ~fthe hm~taUon ~s still
exceeded after the reducuon, annual add,nons shall be reduced to the extent necessary
m the manner described ~n Secnons 5 02 and ~ 02 The methods of avoiding the hnnta-
tmn described ~n th~s paragraph ~wll not apply ~f the E~nployer ~nd~cates another method
below
4 MPP Adopuon Agreement 4, 30/2000
Other Method (Note to Employer Provade below language which
wall sansfy the 1 0 hmatataon of section 415(e) of the Code Such
language must preclude Employer d~screUon See sectmn 1 415-1 of
the Regulations for gmdance )
3 The hm~tauon year is the following 12-consecuuve month period
IX VESTING PROVISIONS
The Employer hereby specifies the following vesting schedule, subject to (1) the m~mmum
vesting reqmrements as noted and (2) the concurrence of the Plan Adrmmstrator
Years of
Service Percent
~ Vesting
Zero 0
One __ %
Two %
Three __ %
Four %
F~ve %
Slx -- %
Seven __ %
E~ght __ %
N~ne __ %
Ten -- %
Loans are perrmtted under the Plan, as provided m Arncle XIll
l~l Yes ~l No [751]
XI The Employer hereby attests that ~t is a umt of state or local government or an agency or
~nstrttmentahty of one or more umts of state or local government
XII The Plan Admimstrator hereby agrees to inform the Employer of any amendments to the
Plan made pursuant to Secuon 14 0S of the Plan or of the d~scontmuance or abandonment
of the Plan
XIII The Employer hereby appmnts the ICMA Ret~re~nent Corporanon as the Plan Ad~mmstra-
tor pursuant to the terms and condmons of the 1CMA RETIREMENT CORPORA-
TION GOVERNMENTAL MONEY PURCHASE PLAN & TRUST
The Employer hereby agrees to the prowsions of the Plan andTrust
MPP Adopuon Agreement 4/30/2000
XIV The Employer hereby acknowledges ~t understands that failure to properly fill out this Adopuon
Agreement may result m d~squahficanon of the Plan
XV An adopung Employer may not rely on a deterrmnanon letter ~ssued by the Nauonal or D~stnct Office
of the Internal Revenue Service as ewdence that the Plan ~s quahfied under Secuon 401 of the Inter-
nal Revenue Code In order to obtain rehance w~th respect to plan quahficaUon, the Employer must
apply to the appropriate key d~stnct office for a determmanon letter
tness Whereof, the Employer hereby causes th~s Agreement to be executed on th~s of
~_I_~. ,200 /
EMPLOYER
ACCEPTED ICMA RETIREMENT CORPORATION
Title Corporate Secretary
Attest
ICMA KETIKEMENT COKPOiLATION "EXHIBIT
DECLARATION OF TRUST
OF THE ICMA RETIREMENT TRUST
DECLARATION OF TRUST OF ICMA RETIREMENT TRUST
ARTICLE I NAME AND DEFINITIONS (j)Investment Adviser The InvestmentAdwse~
Section 1 1 Name Tile name of tile ttust cie zted to p~owde ~dx ~cc w~th zespect to investment
hereby ~s the ICMA ~et~ementTmst theTtust Ptope~W
SecUon 1 2 Definmons Whe~evet they ate used he,em (k) Portfohos The sepqtate comnnngled pools o[ m
the following terms sh~ll have the following ~especUve vestment est ~bbshed by thc Investment Adwse~ to
memmgs theT~ustees fo~ the propose of p~owdmg mvest~
(~) By-laws The by-hws referred to m Secnon 4 1 ments ~o~ theT~ust Property
he~eof as qmended flora tm~e to time
(1) Pubhc Employe~ Trust~es ThoseTrustees
(b) Deferred Comp~nsanon Plan A deferred elected by the Pubhc Employers who, m ~cco~
compensation plan estabhshed and maintained dqnce w~th the provision ofSecnon 3 1 (a) hereof
by a Pubhc Employer for the purpose of nre full-rune employees of Pt~bhc Employe~s
prowdmg renrement income and other deferred
benefits to ~ts employees ~n accordance w~th the (m) Pubhc Employor Trustees Pubhc Employers
prows~on of section 457 of the Internal who serve as uustees of the Quahfied Plans or
Kevenue Code Defened Compensation Plans
(c) Employ~s Those employees who parUc~pate (n) Pubhc Employer A umt of state or local
~n Quahfied Plans and/or Deferred Compema- government or any agency or mstmmentahw
uon Plato thereof that has xdopted a Deferred Compensa-
non Plan or a Quahfied Plan and has executed
(d) Employer Trust A trust created pursuant to an thts DeclaraUon of T~ust
agreement be~een KC and a Pubbc Employer,
or an agreement be~een KC and a Pubhc (o) Quahfi~d Plan A plan that ~s sponsored by a
Employer for ad~mmstrauve services that ~s not a Pubhc Employer for the purpose ofprowdmg
and ad~mstenng ~e fun& set ~de by such sausfies the quahficauon reqmrements of Secuon
Employe~ m connection w~th ~ts Deferred 401 of the Internal Kevenue Code
Compensanon agreemenU ~th ~ts employees or
~n connecuon w~th ~ Qu~lfied Plan (p) Pubhe Employer Trust A trust that ~s
estabhshed by a Pubhc Employer m connecuon
(e) Inwstm~nt Contra~t A non-negouable w~th ~ts Quahfied Plan and that sansfies the
contract entered into by the Keurement Trust reqmrements of Secuon 501 of the Internal
w~th a financ~ msntuuon that provides for a f Kevenue Code ota trust estabhshed by-a
fixed rate of return on investment Pubhc Employer ~n connecuon w~th ~ts De-
ferred Compensauon Plan and that sansfies the
(0 ICMA The International C~w/CounW reqmrements of Secuon 457(b) of the Internal
(g) ICMA Trust~s ThoseTrustees elected by the (q) RC The Inte~ nanonal C~ty Management
Pubbc Employers in accordance w~th the Association ~emement Corporauon
pmws~ons ofSecnon 3 1 (a) hereof who are
also members ot framer members of the 0) Renr~ment Trust The Trust created by th~s
Execuuve Board of ICMA Decl~ranon of Trust
(h) RC Trnst~s Those%ustees elected by the (0 Trust Property The amounts held tn the
Pubbc Employers who, ~n accordance w~th the Retnement Trust as p~owded m Secuon 2 3
ptov~smns of Secuon 3 1 (a) hereof, are also The Trust PtoperW shall ~nclude any tncome
members o~ framer members of the Board of ~esult~ng horn the ~nvestment to the amounts so
Dnectors of KC held
0) Internal R~v~nu~ Cod~ The Internal Kev- (t) Trustees The Pubhc EmployeeT~ustees ICMA
enue Code of 1986, as amended T~ustees and KC %ustees elected by the Pubt~c
Employers to serve as members oi the Board of
Trustees of the NetnementTrust
ARTICLE Il CREATION AND PURPOSE OF THE ties) who 'ue enntled to benefits undez such Pub-
TRUST, OWNERSHIP OF TRUST PROPERTY hc Employee Tlust
Secnon 2 1 Creanon (c) No employee s- Pubhc Employe~T~ust m~y
assign my pait or,ts eqmW or mtexest m the
(0 The KeurementTtust was created by the execu- KetnementT~ust md any pmported ~ss~gnment
non ofth~s Declaration of Trust by the lmtnl of such eqmw or rate,est shall be void
Trustees and Pubhc Employers qnd ~s estabhshed
w~th respect to each parUc~pattng Pubhc
Employe~ by adopuon of th~s Dedarauon of ARTICLE 111 TRUSTEES
Trust
Sectmn 3 1 Number and Quabficataon of Trustees
(b) The Kenrement Trust ~s hereby expressly made
~ part of the app~oprnte Quahfied Plan or (q) The Boa[d of T~ustees shall consist of nme
Dele[red CompensaUon Plan of each Pubhc Trustees F~ve ol the T~ustees shall be full-ume
Employer that executes or has executed th~s employees of a Pubhc Einployer (the Pubhc
Dedarquon o~rust Employee Trustees) who are authm~zed by such
Pubhc Employer to serve asTrustee The ~e-
Section 2 2 Purpose and Parnc~panon manning fora Trustees shall consist of~o per-
sons who at the tmae ofelect~on to the Board of
(a) The purpose of the RenrementTrust ts to pro- T~ustees are members or former members of
wde for the comamOed ~nvestment of funds held the Execunve Board oflCMA and ~o persons
by the Pubhc Employers m connecUon w~th their who at the tmae of elecuon are members o~
Deferred Compensauon and Quahfied Plans The former members of the Board of D~rectors of
Trust ProperW shah be ~nvested m ~e Portfohos KC One of the ICMA Trustees and one of the
m Investment Contracts, and ~n other investments KC Trustees shall at the ume of electron, be
reco~ended by the Investment Admser under full-nme employees of Pubhc Employers
the superws~on of the Board of Trustees No part
oftheTrust ProperW will be ~nvested ~n securmes (b) No person may serve as aTrustee for more than
~ssued by Pubhc Employers ~o terms ~n any ten-year period
(b) Partac~pauonm the Ket~rementTrust~sh~tedto SecUon 3 2 Elecuon andTerm
M pension and profit-sharing trusts wNch are
maintained by Pubhc Employers and that are ex- (a) Except for the %ustees appointed to fi~
empt under section 501(a) of the Internal Kev- vacancies pursuant to Secuon 3 5 hereof the
enue Code because the Quahfied Plans related Trustees sha~ be elected by a vote ora majonW
thereto quah~ under secuon 401 (a) of ~e Inter- of the voting Pubhc Employers ~n accordance
n~ Kevenue Code and (n) deferred compema- w~th the procedures set forth ~n the By-Laws
eton plans maintained by Pubhc Employers under
Section 457 of the Internal Revenue Code (and (b) At the first elecnon of Trustees, threeTrustees
trusts ~ntaaned by such Pubhc Employers m con- sha~ be elected for a term of three years, three
necuon w~th such 457 plans) Trustees shall be elected for a term of~o years
and threeTrustees sha~ be elected for a term of
Secnon 2 3 Ownership of Trust PtoperW one year At each subsequent elecuon three
Trustees shall be elected each to serve for a term
(a) TheTrustees sha~ have legal nde to theTrust Prop- of three years and unul hts or her successor
er~ The %use ProperW shall be held as fo~ows elected and quahfied
0) for the Pubhc EmployerTrustees for the ex- Secnon 3 3 Nommanons The Trustees who are
clus~ve benefit of the Employees, or full-ume employees of Pubhc Employers shall serve
as the Noxnmatmg Committee for the Pubbc
(u) ~n the case ora Deferred Compensauon Plan Employee T~ustees The Nominating Committee
maintained by a Pubhc Employer that has not shall choose can&dates for Pubhc Employee Trustee
estabhshed a Pubbc Employer Trust for the m accordance w~th the procedures set forth ~n the
plan for the Pubhc Employe~ as beneficml By-Laws
owner of the plans assets
Sectaon 3 4 Resignation and Removal
(b) The poruon of the corpus and ~ncome of the
mement Trust that eqmtably belongs to any Pub- (a) AnyTrustee may resign as Trustee (w~thout need
hc Employee Trust may not be used for or d~- for prior o~ subsequent accounting) by an
vetted to any purpose other than for the exclu- instrument m writing s~ed by the Trustee and
s~ve benefit of the Employees (or their beneficm- dehvered to the otherTrustees and such
resignation shdl be effective upon such dehvmy ment and opel mon oi die Portfohos selecuon
oi it a latei date acorn&ns to theterms of the of the Investment Conu acts in which the Tx ust
instrument Any oftheTlustees may be tenloved Property lilly be invested selection ot the othei
roi c~use, by ~ vote ota majority of the Pubhc investments fm the Trust Propeity and the
Employers payment o~ le%onable fees to die Investment
Adwsm and to Iny sub-mvesunent ldv~set
(b) Each Pubhc EmployeeT~ustee shq[1 ~eslgn hn oi retained by the lnvesunent Advlsez,
hei posmon as Trustee w~thm s~xty days of the
date on which he or she ceases to be a full-nme (c) review annu dly the perfomlmce of the
employee o~ a Pubhc Employel Investment Adviser and approve annually the
contract with such hlvestment advisei
Section 3 5 Vacanmes The term ot office ofaTtustee
sh dl ternunate and a v'mancy shall occur in the event (d) invest and reinvest the Ttust Propel tym the
of his oi her death, resignation lemoval, ldju&cated Potttohos the Investment Contracts and m any
incompetence or othm recap ~clty to petS'oina the othei investment leconm~ended by the Invest-
duties of the office of ~ Tlustee In the c~se of a ment Adviser but not mdu&ng secmmes issued
wcancy, the temnmngTrustees shall appmnt such by Public Employers plowded that ifa Public
pmson as they in then discretion shall see fit (subject Employe~ has directed tMt its monies be
to the hnntattons set forth in th~s Section), to serve invested m one m mine specified Portfolios m
for the unexpired portion of the term of the Trustee in an Investment Contract the Trustees of the
who his resigned or otherwise ceased to be a R. ettrement Trust shall revest such momes tn
Tlustee The appointment shall be made by a written accordance with such dtrecnons
instrument signed by a majority of the Tl ustees The
person appointed must be the same type of Trustee (e) keep such portion oftheTrust Property in cash
0 e Public EmployeeT~ustee, ICMATrustee or KC or c~sh balances as theTlustees from nme to
T~ustee) as the person who has ceased to be a tmac may deen:t to be in the best ~nterest of the
Trustee An appointment ora Trustee may be made IKetnement Trust created hereby w~thout
~n anticlpatmn of a vacancy to occur at a later date haNhty fm interest thereon
by reason of retirement or res~gnanon, provided that
such appomtment shall not become effectnve prior to (f) accept and retain for such time as they may
such renrement or resignation Whenever a vacancy deem advisable any securmes or other property
shall occur, until such vacancy ~s filled as pmmded m received or acquired by them as Trustees
th~s Secuon 3 5, the Trustees m office, regardless of hereunder whether or not such securmes or
their number, shall have all the powers granted to the other property would normally be purchased as
Trustees and shall &scharge all the dunes imposed investment hereunder
upon the Trustees by tins Declaranon A written
instrument cernfymg the exastence ora vacancy (g) cause any secunnes or other property held as
s~gned by a majority of the Trustees shall be conclu- part of theTrust Property to be registered ~n
s~ve evidence of the existenceof such vacancy the name of the IkeurementTrust or tn the
name ora nominee, and to hold any investments
Section 3 6 Trustees Serve m Representative in bearer form, but the books and records of the
Capacity By executing this Declaranon each Trustees shall at all umes show that all such
Pubhc Employer agrees that the' Pubhc Employee ~nvestments are a past of the Trust Property
Trustees elected by the Public Employers are
authorized to act as agents and representauves of the (h) make execute acknowledge and dehver any and
Public Employms collectively all documents of transfer and conveyxnce and
any and all other instruments that may be
necessary or appropriate to carry out the powers
ARTICLE IV POWERS OF TRUSTEES herren granted
Section 4 1 General Powers TheTmstees shall have (1) vote upon any stock bonds or other securities
the power to conduct the business of the Trust and give general or special proxies or powers of
to cany on ~ts operanons Such power shall include, attorney wlthor without power ofsubsnmuon
but shall not be lmuted to the power to exercise any conversion pnwleges subscription
rights, or othe~ opnons and make any payments
(a) lecelvetheTmst PropertyfiomthePubhc mcldentalthereto oppose or consent to or
Employers Pubhc EmployerTiustees or the otherwise paruc~pate in corporate reorgamza-
nustee m adlmnlstlator under any Employer nons or to other changes affecnng corporate
Trust securines, and delegate dlscienonary powers and
pay any assessments or charges tn connecnon
(b) enter mtoacontractw~thanlnvestmentAdmser therewlth, and generally exerclse any of the
promdlng among other things, for the establish- powers of an owner with respect to stocks,
bonds, secmmes ot other pmpetty held as p itt (s) conn%t tot md delegate any poxvers granted
oftheT~ust Property, hexeundet to such officels agents employees
audltms and ~ttotneys ~s theTlustees rely select
(J) enter into contracts ot arangements fo~. goods ptovlded that the Txustees may not delegate the
ot services iequned tn connection with the powers set to, th m pu ~gtaphs (b) (c) and (o) ot
operation ot the R. etnement Trust, including this Section 4 1 md nny not delegate any
but not hnuted to contracts with custodnns ind pmxe~s ~t such delegauon would violate then
contacts fm the provision of ldnumstrmve hducnly dunes,
(t) ptovlde ~m the mdemmficatlon of the Othcets
(k) borrow m raise money fm the proposes of the andTlustees of the lkctnenlemTmst md
lkenrement Trust in such amount, and upon putchtse fiducnry msmance
such tet ms and condmons, as the Trustees shill
deem admsable provided that the aggregate (u) muntqmbooks md~ecmds, mdudmgsepn~tc
amount of such bonowtngs shall not exceed accounts fo~ elcb Public Employer Public
30% of'the value of theTrust Ptopelty No EmployerTxustee m Employel Trust and such
person lending money to the Trustees shall be qddmon il sepx~ tie lccounts as ate tequned
bound to see the apphcatton of the money lent under and conmtent ,,wth the Deletxed
or to inquire into its vab&ty expediency m Compensanon ot Quahfied Plan o~ each Pubhc
propriety m any such borrowing, Employe~ and
(1) recur reasonable expenses as requned for the (v) do all such acts take all such ploceedmgs and
operauon of the R.enrementTmst and deduct exercise all such ughts and puvdeges although
suchexpenses fi'om of the Trust Property, not specifically menuoned hereto, as the
Trustees may deem necessary or appropriate to
(m) pay expenses properly allocable to the Trust adm~mstel the Trust Property and to cany out
Property Incurred in connecnon with the the purposes of the Retnement T~ust
Deferred Compensatmn Plans Quahfied Plans,
or the Employer Trusts and deduct such Section 4 2 D~stnbunon of Trust Property Dlsm-
expenses from that portion of the Trust Ptop- burtons of the Trust ploperty shall be made to or on
erty to whmh such expenses are properly behalf of, the Pubhc Employer or Pubhc Employer
allocable, Trustee m accordance with the terms of the
Deferred Compensauon Plans, Qualified Plans m
(n) pay out of the Trust Property all real and Employer Trusts The Trustees of the R. enrement
personal property taxes, income taxes and other Trust shall be fully protected in making payments m
taxes of any and all kinds which, m the opinion accordance with the directions of the Public
of the Trustees, are properly levied, or assessed Employers, Public Employer Trustees or trustees or
under emstmg or future laws upon, or in respect administrators of any Employer Trust without
of, the Trust Property and allocate any such ascertaining whether such payments are ~n compb-
taxes to the approprtateaccounts, ance with the prowsmns of the applicable Deferred
Compensatmn or Qualified Plan or Employer Trust
(o) adopt, amend and repeal the By-laws, provided
that such By-laws are at all times consistent with Secnon 4 3 Execunon of Instruments The Trustees
the terms of this Declaration of Trust, may unammously designate any one ot more of the
Trustees to execute any instrument or docunsent on
(p) employ persons to make avadable interests m the behalf of all mclu&ng but not lmuted to the signing
R. enrement Trust to employers eligible to or endorsemem of any check and the stgnmg of any
maintain a Deferred Cornpensauon Plan undei apphcattons, tnsunnce and other connact% and the
Section 457 or a Quahfied Plan under Sectmn action of such designated Trustee or Trustees sh Ill
401 of the Internal Revenue Code have the same force and effect as cf taken by all the
Trustees
(q) issue the Annual R. eport of the R. ettrement
Trust, and the d~sclosme documents and other
bterature used by the R. etuementTtust ARTICLE V DUTY OF CARE AND LIABILITY OF
TRUSTEES
(r) ~n addmon to conducung the investment
program authorized in Secuon 4 I (d), make Section $ I Duty of Care In exercising the powers
loans including the purchase of debt obhga- herexnbefme g~amed to the Trustees the Trustees
t~ons promded that all such loans shall bear shall perform all acts within their authouty for the
~nterest at the current market tare, exclusive propose of ptowdlng benefits fm the
Pubhc Employers m connecnon with non-uusted
MPP 03/31/21)00 4
Detened Compensanon Plans and/or the Pubhc Upon termination all of theT~ust Plopmty shall be
Employe~ T~nstees ~nd shall perform such acts ~vttb pud out to the Pubhc Employe~s, Pubbc Employer
the c ne skill, p~udence md &hgence m the cnmnll- Tzustees or the trustees or administrators of the
stance~ then prevailing that a prudent pmson acting Employex T~usts as ~pptopnate
m a hke c~paclW and fan~ln~ w~th such matters
~vould use in the conduct of m enterprise cfa hke Secnon 7 3 Amendment The KetnementTtust rely
clnrqcte~ qnd w~th hke nms be m~ended by the vote oi a m~jon~ of the Pubhc
Employers eqch casting one vote
Secnon 5 2 Lmb~hW TheTrustees shall not be hable
~ot any m~stake of judgment m other acnon taken m Secnon 7 4 Procedure A ~esoltmon to terminate or
good futb, and for any actmn tqken m omitted ~n amend the Kenrement T~ust or to remove aT~ustee
tehance m good fq~th upon the books of account m shall be suNmtted to q vote of the Pobhc Employms
other records of the Retirement Trust, upon the ff 0) ~ nnjon~ oftheT~ustees so &rect, or, (u) a
opinion of counsel or upon tepmts made to the pettuon requesting q vote s~gned by not less than 25
Retnement Trust by ~ny of~ts o~cms employ- pmcent of the Pubhc Employers ~s subnutted to the
ees ct lgents or by the Investment Adwser Ol T~ ustees
any sub-investment qdvlser accountant ap-
prqlsel or othel expert m consultant selected
w~th reqsonable care by theT~ustees, o~cets o~ ARTICLE VIII ~ISCELLANEOUS
employees of the KemementT~ust TheTzustees
shall also not be hable fm any loss sustained by the Secnon 8 1 Governing Law Except as otherwise
Tzust Pmper~ by reason of any investment made in requned by state ct local law, th~s Declarauon of
good faith and m accmdance wzth the standard of Trust and the KeUrement Trust hereby c~eated shah
c3re set forth m Sectmn 5 1 be consnued and regulated by the laws of the
D]sntct of Columbn
Secnon 5 3 Bond NoTrustee shall be obbgated to g~ve
any bond or other secun~ fm the pe~ormance of Sect]on 8 2 Counterparts Thzs Declaranon may be
any of hzs or her dunes he.under executed by the Pubhc Employers and Trustees In
~o or mine counterparts each of which sha~ be
deemed an original but aH ofwhzch together sh~
ARTICLE VI ANNUAL REPORT TO consntute one and the same instrument
SHAREHOLDERS
The Trustees sha~ annu~y subnnt to the Pubhc Employ-
ers and Pubhc EmployerTrustees a written repmt of the
transacuons of the ReUrement Trust, including financz~
statements wNch shall be cernfied by independent pubhc
accountants chosen by the Trustees
ARTICLE VIII DURATION OR AMENDMENT OF
RETIREMENT TRUST
Secnon 7 1 Withdrawal A Pubhc Employer or Pubhc
Employer Trustee may, at any t~me, w~thdraw from
th~s Kenrement Trust by dehvermg to the Board of
Trustees a wrttten statement of w~thdrawai In such
statement the Pubhc Employer or Public Employer
Trustee shall acknowledge that the Ttust Property
allocable to the Public Employer is derived fi'om
compensatton deferred by employees of such Pubhc
Employer pursuant to ~ts Defer]ed Compensation
Plan or flora contributions to the accounts of
Employees pmsuant to a Quahfied Plan, and shall
destgnate the financial mstttutton to wNch such
pioperty shall be t]ansfened by the Trustees of the
ikeurementT]ust o] by the trustee or adnnmstrator
,mde~ an Employer Trust
Sectmn 7 2 Duranon The Ikenrement Trust shall
continue until terminated by the vote cfa majority
of the Pubhc Employers, each casttng one vote