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Home My WebLink AboutR88-048 Liquid Asset TrustCommissioner�SlAFQ A) moved adoption of the following Resolution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION NO. 88- `rU IN RE THE PARTICIPATION OF EAGLE COUNTY IN THE COLORADO LOCAL GOVERNMENT LIQUID ASSET TRUST WHEREAS, pursuant to Part 7 of Article 75 of Title 24 of the Colorado Revised Statutes, it is lawful for any county, city and county, city, town, school district, or special district ( "local governmental entities ") to pool any moneys in its treasury, which are not immediately required to be disbursed, with the same such moneys in the treasury of any other local governmental entity in order to take advantage of short-term investments and maximize net interest earnings; and WHEREAS, the Colorado Local Government Liquid Asset Trust ( "COLO- TRUST") is a common law trust formed under the laws of the State of Colorado in accordance with the provisions of Part 6 and Part 7 of Article 75 of Title 24 of the Colorado Revised Statutes regarding the investing, pooling for investment, and protection of public funds; and WHEREAS, the Board of County Commissioners of the County of Eagle, State of Colorado ( "Eagle County "), desires to participate in COLOTRUST. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO: THAT, Eagle County hereby approves and adopts, and thereby joins as a participant with other local governmental entities pursuant to Part 7 of Article 75 of Title 24 of the Colorado Revised Statutes, that certain indenture of trust entitled the Colorado Local Governmental Liquid Asset Trust ( COLOTRUST) dated as of January 1, 1985, as amended from time to time, the terms of which are incorporated herein by this reference and attached hereto as Exhibit A. THAT, the Eagle County Treasurer, who is the local government official empowered to invest the funds in the treasury of Eagle County, is hereby designated the "Treasurer" as that term is defined in the Indenture of Trust, and as such is hereby designated the Eagle County's official representative to COLOTRUST and shall serve as a member of the Board of Supervisors of COLOTRUST and is hereby authorized and directed to execute the Indenture of Trust and such other documents as are required. THAT, the Treasurer as designated above is hereby authorized to invest, from time to time, the moneys in the County of Eagle's treasury, which are not immediately required to be disbursed, in COLOTRUST by purchasing shares in COLOTRUST from time to time with available funds, and to redeem some or all of those shares from time to time as funds are needed for other purposes. THAT, the Secretary of COLOTRUST, Mr. Russell H. Pierson, or his successor in function, is hereby designated as the official custodian of such funds as are deposited in COLOTRUST by the Board during such time or times as funds may be on deposit with COLOTRUST. MOVED, READ AND ADOPTED by the Board of County Commissioner of the County of Eagle, State of Colorado, at its regular hearing held the day of , 1988. COUNTY OF EAGLE, STATE OF COLORADO By and Through its ATTEST: BOARD OF COUNTY COMMISSIONERS By: By: ohnnette Phillips George AlGates Clerk to the Board Chairman Donald-R. elch Com sioner Richard L. Gu afso / Commission r -2- a � Commissioner f.J CL seconded adoption of the foregoing Resolution. The roll having been called, the vote was as follows: Chairman George A. Gates Commissioner Donald H. Welch Commissioner Richard L. Gustafson This Resolution passed by vote of the Board of County Commissioners of the County of Eagle, State of Colorado. The undersigned certify that the County of Eagle, State of Colorado, has enacted the foregoing resolution. The undersigned affirm that we have received and read the Trust's Information Statement and agree to be bound by its terms. The undersigned agree that the certifications, instructions, and authorizations contained in this Trust Registration Form will remain in effect until the Trust receives written notice of change. COUNTY OF EAGLE, STATE OF COLORADO By and Through its ST: BOARD OF COUNTY COMMISSIONERS a p�iORllR0 By By: r+ , --Q57� ohnnette Philli George A.,,Gatess Clerk to the Board Chairman Donald Welch Commissioner -3- 9 0 COLORADO LOCAL GOVERNMENT LIQUID ASSET TRUST INDENTURE OF TRUST DATED AS OF JANUARY 1, 1985 AS AMENDED OCTOBER 12, 1987 EXHIBIT A TABLE OF CONTENTS 0 Pa g e RECITALS---------------------------- ----------- ---------- 1 ARTICLE I The Tr ust Section 1.1_ Name -------- ------------------------ - - ---- 3 Section 1.2. Purpose; Participant Requirements; and Changes of Incumbency 3 Section 1.3. Location ... ............................... 4 Section 1.4. Nature and Indenture of Trust ........ . .. . . 4 Section 1.5. Definitions 5 ARTICLE II The Supervisory Board Section 2.1. Members .... ............................... 8 Section 2.2. General Powers ............................ 8 Section 2.3. Investment Policy ......................... 8 Section 2-4- Election of Board of Trustees .... . .. . . ... . 8 Section 2.5_ Number of Board of Trustees ............... .8 Section 2.6. Appointment of Trustee .................... 8 Section 2.7- Annual Report and its Ratification ...... _ . 8 ARTICLE III The Trustee Section 3.1. Appointment ..... ... ....................... 10 Section 3.2_ General Powers ............................ 10 Section 3.3. Annual Report ______ _________ ______________ 10 Section 3.4. Legal Title ............................... 10 Section 3-5. Execution of Documents ..... . ... . . .. . . .... . 10 ARTICLE IV Powers of the Board of Trustees Section 4.1_ General ..... ...... .. ................... . .. 11 Section 4.2. Permitted Investments ..................... 11 Section 4.3_ Disposition of Assets ..................... 12 Section 4.4. Delegation; Committees .................... 12 Section 4.5_ Collection . .......... ..................... 13 Section 4.6. Payment of Expenses . . . . ........ . . . . .. . .... 13 Section 4.7. Borrowing and Indebtedness ................ 14 Section 4.8- Deposits ... ............................... 14 Section 4.9. Valuation .. ............................... 14 Section 4.10_ Fiscal Year; Accounts ..................... 14 -1- • . TABLE OF CONTENTS - Continued Page Section 4. 1 1. Concerning the Trust and Affiliates - _ - _ - -. 14 Section 4.12. Investment Program . 14 Section 4.13- Power to Contract, Appoint, Retain, - and Employ .. 15 Section 4.14. Insurance . 15 Section 4 - 15. Seal ........... 16 Section 4 -16. Indemnification ........... .. . 16 Section 4.17_ Remedies _ _ 16 Section 4.18. Information Statement 16 Section 4.19. Further Powers 16 ARTICLE V The Investment Advisor and the Administrative Advisor Section 5.1_ Appointment .................. _ _ _ _ 17 Section 5 -2. Duties of the Investment Advisor��. � .� 17 Section 5-3. Duties of the Administrative Advisor . ` 18 Section 5.4_ Successors .......................... 18 ARTICLE, VI Investments Section 6-1- Statement of Investment Policy and Objective .. - _ . ' ___ _ 19 Section 6.2_ Restrictions Fundamental to the Trust 19 Section 6.3. Amendment of Restrictions ---- ---- -- ------- 20 ARTICLE VII Limitations of Liability Section 7.1. Liability to Third Persons ................ Section 7.2. Liability to the Trust or to the Participants --- ------- --- 21 Section 7.3. --- ��_- Indemnification Section 7.4. __---- - -____ _ -- - -- - - - -- Surety Bonds 22 Section 7.5. ..___. - - - - -_ �� Apparent Authority 23 Section 7.6. .............. ' -� Recitals 23 Section 7-7- ..... ............ Reliance on Experts, Etc. 23 Section 7-8. .. Liability Insurance ....................... 23 24 ARTICLE VIII Interests of Participants Section 8-1- General Section 8.2. .... ............ . ' �� Allocation of Shares 25 Section 8-3. ........ Evidence of Share Allocation .............. 25 26 -ii- TABLE OF CONTENTS - Continued ARTICLE IX Record of Shares Section 9.1. Share Register . 28 Section 9-2- Registrar - 28 Section 9.3. Owner of Record 28 Section 9-4- No Transfers of Shares 28 Section 9.5. Limitation of Responsibility 29 Section 9.6. Notices .... ............................... 29 ARTICLE X Participants Section 10.1_ Exercise of Participants' Rights 30 Section 10.2. Voting ....................... ...... 30 Section 10.3. Annual Vote of the Supervisory Board. 30 Section 10.4 Right to Initiate a Vote of the Participants 30 Section 1 0. 5. Inspection of Records ... . . . ....... 30 Section 10.6_ Meetings of the Supervisory Board 31 Section 10.7. Notice of Meetings 31 Section 10.8_ Proxies ............... ........... 31 Section 10.9. Record Date for Meetings and Votes ........ 31 Section 10-10. Number of Votes _ _ ... _ .. 32 Section 10.11_ Reports .... ............................... 32 ARTICLE XI Trustees and Officers Section 11.1_ Number and Qualification __________________ 33 Page Section 8-4. Redemption to Maintain Constant Net 11.3_ Section 8.5_ Asset Value Redemptions ________________ �. .� 26 Section 8.6. Suspension ....._____ of Redemption; Postponement 26 Section 8.7. of Payment Minimum Redemption ......................... 26 Section 8.8. ........................ Defective Redemption Requests ............. 27 27 ARTICLE IX Record of Shares Section 9.1. Share Register . 28 Section 9-2- Registrar - 28 Section 9.3. Owner of Record 28 Section 9-4- No Transfers of Shares 28 Section 9.5. Limitation of Responsibility 29 Section 9.6. Notices .... ............................... 29 ARTICLE X Participants Section 10.1_ Exercise of Participants' Rights 30 Section 10.2. Voting ....................... ...... 30 Section 10.3. Annual Vote of the Supervisory Board. 30 Section 10.4 Right to Initiate a Vote of the Participants 30 Section 1 0. 5. Inspection of Records ... . . . ....... 30 Section 10.6_ Meetings of the Supervisory Board 31 Section 10.7. Notice of Meetings 31 Section 10.8_ Proxies ............... ........... 31 Section 10.9. Record Date for Meetings and Votes ........ 31 Section 10-10. Number of Votes _ _ ... _ .. 32 Section 10.11_ Reports .... ............................... 32 ARTICLE XI Trustees and Officers Section 11.1_ Number and Qualification __________________ 33 Section 11.2. Term and Election 33 Section 11.3_ ..................... _ Resignation and Re-noval .............. 34 Section 11.4_ Vacancies Section 11.5_ .. ............................... Meetings 35 Section 11.6_ ... ............................... Officers 35 Section 11.7_ ......................... By -Laws 36 .... ............................... 37 -iii- 0 • TABLE OF CONTENTS - Continued ARTICLE XII Custodian Section 13.1. Duties .................................... 40 Section 13.2. Appointment .. 40 Section 13.3. Sub - Custodians 40 Section 13.4_ Successors .................... „_.,_______ 40 ARTICLE XI V Recording of Indenture of Trust Section 14.1. Recording _- _______________ ____________ 41 ARTICLE XV Amendment or Termination of Trust; Duration of Trust Section 15.1. Amendment or Termination ...... .. .. .. . . .... 42 Section 15.2. Power to Effect Reorganization ............ 43 Section 15.3_ Duration 44 ARTICLE XVI Miscellaneous Section 16.1. Governing Law _ ..... 45 Section 16.2. Counterparts 45 Section 16.3. Reliance by Third Parties . . 45 Section 16.4. Provisions in Conflict with Law � 45 Section 16.5- Gender; Section Headings - 46 Section 1 6. 6. Adoption by Local Government Entities and Election to Become a Participant; Resignation of Participants 46 EXECUTION................. ........ ....................... 47 -iv- Pay e ARTICLE XII Determination of Net Asset Value and Net Income; Distributions to Participants Section 12.1. Net Asset Value _._. 38 Section 12.2. _ ___ _ Constant Net Asset Value; Reduction of Allocated Shares _ 38 Section 12.3. ___ _ _ __ __ Supplementary Distributions to Participants .............. 39 Section 12.4. Retained Reserves ......................... 39 ARTICLE XII Custodian Section 13.1. Duties .................................... 40 Section 13.2. Appointment .. 40 Section 13.3. Sub - Custodians 40 Section 13.4_ Successors .................... „_.,_______ 40 ARTICLE XI V Recording of Indenture of Trust Section 14.1. Recording _- _______________ ____________ 41 ARTICLE XV Amendment or Termination of Trust; Duration of Trust Section 15.1. Amendment or Termination ...... .. .. .. . . .... 42 Section 15.2. Power to Effect Reorganization ............ 43 Section 15.3_ Duration 44 ARTICLE XVI Miscellaneous Section 16.1. Governing Law _ ..... 45 Section 16.2. Counterparts 45 Section 16.3. Reliance by Third Parties . . 45 Section 16.4. Provisions in Conflict with Law � 45 Section 16.5- Gender; Section Headings - 46 Section 1 6. 6. Adoption by Local Government Entities and Election to Become a Participant; Resignation of Participants 46 EXECUTION................. ........ ....................... 47 -iv- 11 • THIS FIRST AMENDED INDENTURE OF TRUST, dated as of the Colorado 1987' adopted by the Board of Local Government Liquid A Trustees of sset Trust. W I T N E S S WHEREAS, an Indenture of Trust exists, dated as of January tict,the 1985' by and between Alameda Water and Sanitation District y Of Lafayette, the City of is- and Upper ' Montrose Recreation Lakewood, District, Peyton Ea . Eaton School Eagle Valley Consolidated Sanitation District,seach tof which is either a city, a count school district or a s y, a city and a count vision of the state, or department, a' or other y' a town, a thereof, or an � agency, Political subdi- vision political or public corporationlOftt eestate, and each of which is a public bod Y politic, duly organized and exist - ing under the Constitution and laws of the State of " a hereinafter referred to as the " "Initial Board of Trustees;" and Initial Participants "Initial WHEREAS, that Indenture of Trust was provisions of Part 7 of Article 75 of Title 24, Colorado pursuant to the ( "Act Part 7 "), whereby an ► Colorado Revised city, town, school district or special district,yornoth r politi- cal subdivision of the state instrumentality thereof, or an or any department, a other politi- of the state Y political or agency, or (a "Local Government En tit '� Public corporation authorized to pool any moneys in the tr treasury Government Entity, ) are Y which are not immediately required to be dis- bursed, with the same such moneys in the treasury of an Local Government Entity in order to take advantage of sh ort -term 9 investments and maximize net interest earnings; y other and WHEREAS, it is the intent and Indenture A Trust purpose of this First funds in only those plegal ninvestnentsrfor to invest the `ended provided b governmental units as Statutes y Part 6 Of��Article 75 of Title 24 ( "Act Part 611), and that such Colorado Revised invested and protected in accordance witch °Articless10.51 be Of Title 11, Colorado Revised Statutes (the Protection Acts" and 47 ); and "Public Deposit WHEREAS, it is proposed that the beneficial interest assets of the trust fund created this First Amended Indenture of Trust shall be divided into in the transferable shares of beneficial to the provisions of deuced b interest, which shall beev non- transferable a share register maintained by the Board of Trustees; and WHEREAS, the Participants anticipate that other Local Government Entities of the State of Colorado may wish to become i Participants by adopting this First Amended Indenture of Trust and thus becoming a party hereto; and WHEREAS, the Board of Trustees has in good faith determined that this amendment to the Indenture of Trust is necessary to conform the Indenture of Trust to the requirements of Act Part 7 and determined that this First Amended Indenture of Trust does not change any rights with respect to any allocated Shares of the Trust by reducing the amount payable thereon upon liquidation of the Trust nor would diminish or eliminate any voting rights of the Participants, nor would cause any investment restriction to be less restrictive, nor change the limitations on personal lia- bility of the Participants and members of the Board of Trustees, nor change the prohibition of assessments upon Participants; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the parties hereto, now and hereafter added pursuant to the provisions herein, mutu- ally undertake, promise and agree for themselves, their respec- tive representatives, successors and assigns that all moneys, assets, securities, funds and property now or hereafter acquired by the Trustee, its successors and assigns under this Indenture of Trust, shall be held and managed in trust for the equal and proportionate benefit of the holders of record from time to time of shares of beneficial interests herein, without privilege, priority or distinction among such holders, and subject to the terms, covenants, conditions, purposes and provisions hereof as follows: 2 • 1 . 1 . Name. ARTICLE I The Trust • a. The name of the common law trust created by this Indenture of Trust shall be "Colorado Local Government Liquid Asset Trust" (the "Trust" or "COLOTRUST ") and, so far as may be practicable, the Trustee and the Board of Trustees shall conduct the Trust's activities, execute all documents and sue or be sued under that name. Should the Board of Trustees determine that the use of such name is not practicable, legal or convenient, the Board may use such other designation or they may adopt such other name for the Trust as they deem proper, and the Trust may hold property and conduct its activities under such designation or name. The Board of Trustees shall take such action as they, acting with the advice of counsel, shall deem necessary or appropriate to file or register such name in accordance with the laws of the State of Colorado or the United States of America so as to protect and reserve the right of the Trust in and to such name. 1.2. Purpose; Participant Requirements; and Changes of Incumbency- a. The purpose of the Trust is to provide a local government surplus funds trust fund pursuant to the Act Part 7 through which a Local Government Entity may pool any moneys in its treasury which are not immediately required to be disbursed, with the same such moneys in the treasury of any other Local Government Entity in order to take advantage of short -term investments and maximize net interest earnings in accordance with the provisions of the Act Part 6 and the Public Deposit Protection Act of 1975 or other laws of the State of Colorado, from time to time in effect, governing the investment of moneys in the treasury of a Local Government Entity. b. Only those Local Government Entities who have adopted this Indenture of Trust and have complied with the provisions of this Section 1.2 and Section 16.6 may become Participants. As used in this Section 1.2 and hereinafter in this Indenture of Trust, the phrase "Treasurer" shall refer to the treasurer, chief financial officer, or other local official who is empowered to invest local funds of each Local Government Entity as provided in the "Resolution" as adopted pursuant to this Section 1.2 hereof. Such Treasurer shall be the legal representative to act for and on behalf of each respective Local Government Entity which is a Participant for purposes of this Indenture of Trust and as such shall be a .m ember of the Super- visory Board. 3 • • C. Each Local Government Entity adopting and executing this Indenture of Trust and otherwise complying with the provi- sions of Section 16.6 hereof shall become a Participant only upon depositing into the Trust the minimum total investment as that amount is set from time to time, by the Board of Trustees. Initially and until changed by affirmative action of the Board of Trustees, the minimum total investment shall be $1.00 for each account. Whenever the balance in a Participant's account is less than the minimum established by the Board of Trustees, the Board of Trustees may redeem the shares and close the account, provided that thirty days' prior notice is given to such Participant. If the Board of Trustees change the minimum total investment to an amount greater than the investment of any Participant at the time that such change becomes effective, the investment of such Par- ticipant shall not be redeemed without such Participant's consent. d. In the event that a Treasurer shall die, resign, or be removed from his office or his office shall otherwise become vacant, any Treasurer assuming that office shall be the succeeding legal representative of the Local Government Entity by filing written notification of such with the Board of Trustees. 1.3. Location. The Trust shall maintain an office of record in the State of Colorado and may maintain such other offices or places of business as the Board of Trustees may from time to time determine. The initial office of record of the Trust shall be: COLOTRUST, 1125 Seventeenth Street, Suite 1700, Denver, Colorado 80202_ The office of record may be changed from time to time by resolution of the Board of Trustees, and notice of such change of the office of record shall be given to each Participant. 1.4. Nature and Indenture of Trust. a. The Trust shall be a common law trust organized and existing under the laws of the State of Colorado. The Trust is not intended to be, shall not be deemed to be, and shall not be treated as a general partnership, limited partnership, joint venture, corporation, investment company or joint stock company. The Participants shall be beneficiaries of the Trust, and their relationship to the Trustee shall be solely in their capacity as Participants and beneficiaries in accordance with the rights conferred upon them hereunder. b. This Indenture of Trust is an agreement of indefinite term regarding the deposit, redeposit, investment, reinvestment and withdrawal of local government funds within the meaning of Act Part 6, Act Part 7, and the Public Deposit Protection Acts- 4 • i 1.5. Definitions. As used in this Indenture of Trust, the following terms shall have the following meanings unless the context hereof otherwise requires: "Act Part 6" shall mean Part 6, Article 75 of Title 24 of the Colorado Revised Statutes as heretofore amended, and as the same may be amended from time to time_ "Act Part 7" shall mean Part 7, Article 75 of Title 24 of the Colorado Revised Statutes as heretofore amended, and as the same may be amended from time to time. "Administrative Advisor" shall mean any person or persons appointed, employed or contracted with by the Board of Trustees on behalf of the Trust under the applicable provisions of Sec- tion 5.1 hereof. "Administrative Agreement" shall mean the agreement between the Board of Trustees on behalf of the Trust and their Adminis- trative Advisor referred to in Section 5.3 hereof as the same may be amended from time to time. "Administrator" shall mean the Board of Trustees when acting in its administrative capacity or as investment officer of the Trust, and in which capacity shall be referred to as the Board of Trustees. "Affiliate" shall mean, with respect to any person, another person directly or indirectly controlled, controlled by or under common control with such person, or any officer, director, partner or employee of such person. "Board of Trustees" shall mean the Board elected by the Supervisory Board and shall be the Administrator and Investment Officer of the Trust (in which capacity shall be referred to as the "Board of Trustees ") and shall be appointed the Trustee of the Trust (in which capacity shall be referred to as the "Trus- tee" or "The Board of Trustees, as Trustee")- "COLOTRUST" shall mean the Colorado Local Government Liquid Asset Trust as established and governed by this document, sometimes herein referred to as the "Trust." "Custodian" shall mean any person or persons appointed, employed or contracted with by the Board of Trustees on behalf of the Trust under the applicable provisions of Section 13.2 hereof. "Custodian Agreement" shall mean the Board of Trustees on behalf of the Trust referred to in Section 13.1 hereof as the from time to time. 61 agreement between the and their Custodian same may be amended • • "Indenture of Trust" shall mean this First Amended Indenture of Trust as amended, restated, or modified from time to time. References in the Indenture of Trust to "Indenture," "hereof," "herein," "hereby," and "hereunder" shall be deemed to refer to the First Amended Indenture of Trust and shall not be limited to the particular text, article or section in which such words appear unless otherwise stated. "Information Statement" shall mean the information statement or other descriptive doc anent or documents adopted as such by the Board of Trustees and distributed by the Trust to Participants and potential Participants of the Trust as the same may be amended by the Board of Trustees from time to time. "Investment Advisor" shall mean any person or persons appointed, employed, or contracted with by the Board of Trustees on behalf of the Trust under the applicable provisions of Sec- tion 5.1 hereof. "Investment Advisory Agreement" shall mean the agreement between the Board of Trustees on behalf of the Trust and their Investment Advisor referred to in Section 5.2 hereof as the same may be amended from time to time. "Local Government Entity" or "Local Government Entities" shall mean any county, city and county, city, town, school district, special district, or other political subdivision of the State of Colorado, or any department, agency, or instrumentality thereof, or any political or public corporation of the State of Colorado_ "Participants" shall mean the Local Government Entities which are the Participants as of the date this First Amended Indenture is adopted and the Local Government Entities which adopt and execute this First Amended Indenture of Trust pursuant to Section 16.6 hereof, and which have complied with Section 1.2 hereof- "Permitted Investments" shall mean the investments referred to in paragraph (b) of Section 4.2 hereof . "Person" shall mean and include individuals, corporations, limited partnerships, general partnerships, joint stock companies or associations, joint ventures, associations, companies, trusts, banks, trust companies, land trust, business trusts or other entities (whether or not legal entities) and governments and agencies and political subdivisions thereof. "Public Deposit Protection Acts" shall mean Articles 10.5 and 47 of Title 11 of the Colorado Revised Statutes as heretofore amended, and as the same may be amended from time to time- 2 E • "Share" shall mean the unit used to denominate and measure the respective pro rata beneficial interests of the Participants in the Trust Property as described in Article VIII. "Share Register" shall mean the register of Shares maintained pursuant to Article IX hereof. "Supervisory Board" shall mean the group of Treasurers of each Participant, vested with the authority to supervise the Trust, elect the Board of Trustees, appoint the Trustee, and review and approval or disapproval of the Annual Report, all as more fully described herein. "Treasurer" shall mean the treasurer, chief financial officer, or other local official who is properly authorized to invest their respective Local Government Entity's funds. "Trust" shall mean the common law trust created by this Indenture of Trust. "Trust Property" shall mean, as of any particular time, any and all property, real, personal or otherwise, tangible or intangible, which is transferred, conveyed or paid to the Trust or Trustee and all income, profits and gains therefrom and which, at such time, is owned or held by, or for the account of, the Trust or the Trustee. "Trustee" shall mean the Board of Trustees which is appointed to be the fiduciary of the Trust pursuant to Article III hereof. "Vote of the Supervisory Board" shall mean the vote by written ballot submitted to the Supervisory Board at least 20 days in advance of the date of any vote by the Supervisory Board. Ballot questions may be submitted by the Board of Trus- tees in a form so that the failure to return the ballot shall constitute a vote to approve the question submitted_ The ballots shall be deemed to have been received by each Participant five days from the date of mailing. 7 ARTICLE II The Supervisory Board 2.1. Members. The members of the Supervisory Board shall be the Treasurer of each Participant. 2.2. General Powers. Subject to the rights of the Participants as provided herein, the Supervisory Board shall have full, exclusive and absolute power of supervision over the Trust and the affairs of the Trust. For purposes of this Indenture of Trust, supervision shall mean the establishment of the invest- ment policy of the Trust as set forth in this Indenture of Trust, the election and matters related thereto of the Board of Trus- tees, the appointment of the Trustee, and the review of the annual report of the Trust submitted by the Trustee as being in compliance with the established investment policy of the Trust and to approve or disapprove all or any part of the annual report by a Vote of the Supervisory Board. 2.3. Investment Policy. It shall be the general investment policy and objective of the Trust to provide to the Participants of the Trust high investment yields, while maintaining liquidity and preserving capital by investing in investments permitted by the provisions of Act Part 6, Act Part 7, and the Public Deposit Protection Acts and any other applicable statutes or investments hereafter permitted by reason of the amendment or adoption of any other applicable statute as a part of the Colorado Revised Statutes_ 2.4. Election of Board of Trustees. The Supervisory Board shall elect the members of the Board o -Trustees as provided for in Section XI hereinafter. 2.5. Number of Board of Trustees. The Supervisory Board may by a vote of the Supervisory Board adjust the number of the members of the Board of Trustees as provided for in Section XI hereinafter. 2.6. Appointment of Trustee. The Supervisory Board shall appoint the Board of Trustees as the Trustee_ 2.7. Annual Report and Its Ratification_ A copy of the Annual Report shall be given to each member of the Supervisory Board. Each Treasurer shall review the Annual Report for the purpose of determining that investments made for the Trust have been and are in compliance with the investment policy established in this Indenture of Trust by the Supervisory Board. The annual report, together with a ballot authorizing a vote of the Super- visory Board for the approval or disapproval of all or any 8 • • portion of the annual report, shall be mailed by first -class mail to each member within sixty -five (65) days after the end of the fiscal year. For purposes of this provision, the annual report and the ballot shall be deemed to have been received 5 days from the date of mailing. Within fifteen (15) days from the Partici- pants' receipt of the annual report, each Treasurer may submit to the Trustee his vote on the annual report, together with any comments and objections to the Annual Report with regard to the compliance of the investments with the investment policy as established by the Supervisory Board. The Supervisory Board shall. have ratified that portion of the annual report showing that investments made by the Trust have been and are in compli- ance with said investment policy unless a majority of the Super- visory Board shall have disapproved all or any portion of said report. 0 i ARTICLE III The Trustee • 3.1. Appointment. The Board of Trustees shall be the Trustee of the Trust and in this fiduciary capacity shall be referred to as the "Board of Trustees as Trustee" or the "Trustee." 3.2. General Powers. The Trustee acting as fiduciary and the Board of Trustees acting as the Administrator shall take whatever actions are necessary to determine that the actions of the Board of Trustees as the investment officer are in compliance and consistent with the terms and conditions of this Indenture of Trust and the investment policy established by the Supervisory Board. 3.3. Annual Report. The Trustee shall submit by mail to each member of the Supervisory Board a copy of the Annual Report, together with a ballot authorizing a Vote of the Supervisory Board approving or disapproving all or a part of said report. Copies shall be mailed, first - class, postage prepaid, within sixty -five (65) days from the end of the fiscal year of the Trust to each member of the Supervisory Board. Upon receipt of any Treasurer's comments or objections to the Annual Report with regard to compliance with the investment policy established by the Supervisory Board, the Trustee shall make a determination Of compliance and shall respond to each Treasurer's comment or objection. 3.4. Legal Title. Title to all of the Trust Property shall be vested in the Trustee on behalf of the Participants who shall be the beneficial owners and be held by and transferred to the Trustee. The Trustee shall have full and complete power to cause legal title to any Trust property to be held, on behalf of the Participants, by or in the name of the Trust, or in the name of any other Person as nominee, on such terms, in such manner, and with such powers as the Trustee may determine, so long as in its judgment the interest of the Trust is adequately protected. 3.5. Execution of Documents. All documents or instruments which require the signature of the Trustee shall be signed by the Chairman of the Board of Trustees as Trustee, or by such other person as so designated by resolution of the Board of Trustees. 10 • • ARTICLE IV Powers of the Board of Trustees 4.1. General. Subject to the rights of the Participants as provided here —in, the Board of Trustees shall have, without other or further authorization, power to administer the Trust and the affairs of the Trust and shall be the investment officer of the Trust and with such powers of delegation as may be permitted by this Indenture of 'Trust. The Board of Trustees may do and per- form such acts and things as in their sole judgment and discre- tion are necessary and proper for the administration of the Trust, the investment of the Trust Property, but shall invest with that degree of judgment and care, under circumstances then prevailing, which persons of prudence, discretion, and intelli- gence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital and need for liquidity, as well as the probable income to be derived, or promoting the interests of the Trust and the Participants. 4.2. Permitted Investments. The Board of Trustees shall have full and complete power as Administrative and Investment Officer and Trustee, subject in all respects to Articles II and VI hereof: a. to conduct, operate, and provide an investment program for the pooling of surplus funds of Local Government Entities to take advantage of short -term investments and maximize net interest earnings; and b_ for such consideration as they may deem proper and as may be required by law, to subscribe for, invest in, assign, transfer, exchange, distribute and otherwise deal in or dispose of investment instruments of the following type and nature, which shall hereinafter be collectively referred to as "Permitted Investments" : (i) Bonds, notes, certificates of indebtedness, treasury bills or other securities now or hereafter issued, which are direct obligations of or unconditionally guaranteed by the full faith and credit of the United States of A-nerica as to principal and interest; (ii) Interest - bearing savings accounts, interest - bearing certificates of deposit or interest - bearing time deposits constituting direct obligations of any bank or savings and loan, as permitted by Colo- rado statutes, provided, however, that such deposit is insured by the Federal Deposit Insurance Corporation or 11 0 . the Federal Savings and Loan Insurance Corporation; or if not so insured, such deposit may only be made in an Eligible Public Depository and properly collateralized in accordance with the Colorado Public Deposit Protection Acts; ( iii) Notes or bonds secured by mortgage or trust deed insured pursuant to Title II of the "National Housing Act," obligations of national mort- gage associations or similar credit institutions orga- nized under Title III of the "National Housing Act," and debentures issued by the Federal Housing Adminis- tration under Section 204 -A of the "National Housing Act;" (iv) Repurchase agreement of any of the marketable securities is defined herein as Permitted Investments where the market value of such security is at all times at least equal to the moneys involved, and there is assignment of such security pursuant to current depository regulations. For purposes provided herein, repurchase agreement means a simultaneous agree- ment to sell a security and to repurchase it at a later date; (v) Any other investment instruments now permitted by the provisions of Act Part 6, Act Part 7, and the Public Deposit Protection Acts or any other applicable statutes or hereafter permitted by reason of the amendment or the adoption of any other appli- cable statute as a part of the Colorado Revised Statutes. C. to contract for, and enter into agreements with respect to, the purchase and sale of Permitted Investments. 4.3. Disposition of Assets. Subject in all respects to Article VI hereof, the Board of Trustees shall have full and complete power to sell, exchange, or otherwise dispose of any and all Trust Property free and clear of any and all trusts and restrictions, at public or private sale, for cash or on terms, with or without advertisement, and subject to such restrictions, stipulations, agreements and reservations as they shall deem proper, and to execute and deliver any deed, power, assignment, bill of sale, or other instrument in connection with the fore- going including giving consents and making contracts relating to Trust Property or its use_ 4.4. Delegation; Committees. The Board of Trustees shall have full and complete power consistent with their adminis- tration of the Trust, the conduct of its affairs, and the invest- ment and disposition of the Trust Property), to delegate from time to time to such one or more of their number (who may be designated as constituting a Committee of the Board of Trustees) 12 0 • or to officers, employees or agents of the Trust (including, without limitation, the Administrative Advisor, the Investment Advisor, and the Custodian) the doing of such acts and things and the execution of such instruments either in the name of the Board of Trustees or as their attorney or attorneys, or otherwise, as the Board of Trustees may from time to time deem expedient and appropriate in the furtherance of the business affairs and purposes of the Trust_ 4.5. Collection. The Board of Trustees shall have full and complete power: (i) to collect, sue for, receive and receipt for all sums of money or other property due to the Trust; (ii) to consent to extensions of the time for payment, or to the renewal of any securities, investments or obligations; (iii) to engage or intervene in, prosecute, defend, compromise, abandon or adjust by arbitration or otherwise any actions, suits, proceedings, dis- putes, claims, demands or things relating to the Trust Property; (iv) to foreclose any collateral, security or instrument securing any investments, notes, bills, bonds, obligations or contracts by virtue of which any sums of money are owed to the Trust; (v) to exercise any power of sale held by them, and to convey good title thereunder free of any and all trusts, and in connection with any such foreclosure or sale, to purchase or otherwise acquire title to any property; (vi) to be parties to reorganization and to transfer to and deposit with any corporation, committee, voting trustee or other person any securities, investments or obliga- tions of any person which form a part of the Trust Property, for the purpose of such reorganization or otherwise; (vii) to par- ticipate in any arrangement for enforcing or protecting the interests of the Trustee as the owner or holder of such securi- ties, investments, or obligations, and to pay any assessment levied in connection with such reorganization or arrangement; (viii) to extend the time (with or without security) for payment or delivery of any debts or property and to execute and enter into releases, agreements and other instruments; and (ix) to pay or satisfy any debts or claims upon any evidence that the Board of Trustees shall deem sufficient_ 4.6. Payment of Expenses. The Board of Trustees shall have full and complete power:: (i to incur and pay any charges or expenses which in the opinion of the Board of Trustees are neces- sary or incidental to or proper for carrying out any of the pur- poses of this Indenture of Trust; (ii) to reimburse others for the payment therefor; and ( iii) to pay appropriate compensation or fees from the funds of the Trust to Persons with whom the Board of Trustees has contracted or transacted business. The Board of Trustees shall fix the compensation, if any, of all officers and employees of the Trust_ The members of the Board of Trustees shall not be paid compensation for their general services as such_ The members of the Board of Trustees may pay themselves or any one or more of themselves reimbursement for expenses reasonably incurred by themselves or any one or more of themselves on behalf of the Trust. 13 • 0 4.7. Borrowing and Indebtedness. The Board of Trustees shall not have the power to borrow money or incur indebtedness on behalf of the Trust, or authorize the Trust to borrow money or incur indebtedness except as authorized in Section 6.2(iii). 4.8. Deposits. The Boarl of Trustees shall have full and complete power to deposit, in such manner as may now and here- after be permitted by law, any moneys or funds included in the Trust Property, and intended to be used for the payment of expenses of the Trust, the Board of Trustees or the Trustee, with one or more banks, trust companies or other banking institutions whether or not such deposits will draw interest. Such deposits are to be subject to withdrawal in such manner as the Board of Trustees may determine, and the Board of Trustees shall have no responsibility for any loss which may occur by reason of the failure of the bank, trust company or other banking institution with which the moneys, investments, or securities have been deposited. During the term of any such deposit, each such bank, trust company or other banking institution shall comply, with respect to such deposit, with all applicable requirements of all applicable laws including, but not limited to the Public Deposit Protection Act of 1975- 4.9. Valuation. The Board of Trustees shall have full and complete power to determine in good faith conclusively the value of any of the Trust Property and to revalue the Trust Property. 4.10. Fiscal Year; Accounts. The Board of Trustees shall have full and complete power to determine the fiscal year of the Trust and the method or form in which its accounts shall be kept and from time to time to change the fiscal year or method or form of accounts. Unless otherwise determined by the Board of Trus- tees pursuant to this Section 4.10, the fiscal year of the Trust shall terminate on December 31 and commence on January 1 of each calendar year. 4.11. Concerning the Trust and Affiliates. The Trust shall not enter into transactions with any Affiliate of the Trust or of the Investment Advisor, the Administrative Advisor, or any Affiliate of any member of the Board of Trustees, officer, direc- tor, employee or agent of the Trust or of the Investment Advisor, the Administrative Advisor, provided, however, the Trust may pur- chase and sell Permitted Investments from and to the Custodian or an Affiliate of the Custodian. 4.12. Investment Program. The Board of Trustees shall use their best efforts to obtain through the Investment Advisor or other qualified persons, a continuing and suitable investment program, consistent with the investment policies and objectives of the Trust set forth in Articles II and IV of this Indenture of Trust, and the Board of Trustees shall be responsible for reviewing and approving or rejecting the investment program 14 9 0 presented by the Investment Advisor or such other Persons. Subject to the provisions of Section 4.4 and Section 5.1 hereof, the Board of Trustees may delegate functions arising under this Section 4.13 to one or more of their members or to the Investment Advisor. 4.13. mower to Contract, Appoint, Retain, and Employ. Subject to the provisions of Section 4.4 and Section 5.1 hereof with respect to delegation of authority by the Board of Trustees, the Board of Trustees shall have full and complete power to appoint, employ, retain, or contract on behalf of the Trust with any Person of suitable qualifications and high repute (including any corporation, partnership, trust or other entity of which none may be an Affiliate) as the Board of Trustees may deem necessary, or desirable for the transaction of the affairs of the Trust, including any Person or Persons who, under the supervision of the Board of Trustees, may, among other things: (i) serve as the Board of Trustees' Investment Advisor and consultant in connec- tion with investment decisions made by the Board of Trustees; (ii) serve as the Board of Trustees' Administrative Advisor (or Administrative Advisors); (iii) furnish reports to the Trustee and provide research, economic, and statistical data in connec- tion with the Trust's investments; (iv) act as consultants, accountants, technical advisors, attorneys, brokers, under- writers, corporate fiduciaries, escrow agents, depositaries, custodians or agents for collection, insurers or insurance agents, registrars for Shares or in any other capacity dee;ned by the Board of Trustees to be necessary or desirable; (v) inves- tigate, select, and, on behalf of the Trust, conduct relations with Persons acting in such capacities and pay appropriate fees to, and enter into appropriate contracts with, or employ, or retain services performed or to be performed by, any of them in connection with the investments acquired, sold, or otherwise disposed of, or committed, negotiated, or contemplated to be acquired, sold or otherwise disposed of; (vi) substitute any other Person for any such Person; (vii) act as attorney -in -fact or agent in the purchase or sale or other disposition of invest- ments, and in the handling, prosecuting, or other enforcement of any lien or security securing investments; and (viii) assist in the performance of such ministerial functions necessary in the management of the Trust as may be agreed upon with the Board of Trustees. 4.14. Insurance. The Board of Trustees shall have full and complete power to purchase and pay for, entirely out of Trust Property, insurance policies insuring the Trust and members of the Board of Trustees, officers, employees and agents, of the Trust individually against all claims and liabilities of every nature arising by reason of holding or having held any such office or position, or by reason of any action alleged to have been taken or omitted by the Trust or any such Person as member of the Board of Trustees, officer, employee and agent, including 15 any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such Person against such liability_ 4.15. Seal. The Board of Trustees shall have full and complete power to adopt and use a seal for the Trust, but, unless otherwise required by the Board of Trustees, it shall not be necessary for the seal to be placed on, and its absence shall not impair the validity of, any document, instrument, or other paper executed and delivered by or on behalf of the Trust_ 4.16. Indemnification. In addition to the mandatory indemnification provided for in Section 7.3 hereof, the Board of Trustees shall have full and complete power, to the extent per- mitted by applicable laws, to indemnify or enter into agreements with respect to indemnification with any Person with whom the Trust or the Board of Trustees has dealings, including, without limitation, the Investment Advisor, the Administrative Advisor, and the Custodian, to such extent as the Board of Trustees shall determine. 4.17. Remedies. Notwithstanding any provision in this Indenture of Trust, when the Board of Trustees deem that there is a significant risk that an obligor to the Trust may default or is in default under the terms of any obligation to the Trust, the Board of Trustees shall have full and complete power to pur- sue any remedies permitted by law which, in their sole judgment, are in the interests of the Trust, and the Board of Trustees shall have full and complete power to enter into any investment, commitment or obligation of the Trust resulting from the pursuit of such remedies as are necessary or desirable to dispose of property acquired in the pursuit of such remedies. 4.18. Information Statement. The Board of Trustees shall have full and complete power to prepare, publish, and distribute an Information Statement regarding the Trust and to amend or supplement the same from time to time. 4.19. Further Powers_ The Board of Trustees shall have full and complete power to take all such actions, do all such matters and things and execute all such instruments as they deem necessary, proper, or desirable in order to carry out, promote or advance the interests and purposes of the Trust although such actions, matters, or things are not herein specifically men- tioned. Any determination as to what is in the best interests of the Trust made by the Board of Trustees in good faith shall be conclusive_ In construing the provisions of this Indenture of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. The Board of Trustees shall not be required to obtain any court order to deal with the Trust Property. 16 0 ARTICLE V The Investment Advisor and the Administrative Advisor 5.1. Appointment. The Board of Trustees is responsible for the investments of the Trust consistent with the investment policy established in this Indenture of Trust by the Supervisory Board and for the general administration of the business and affairs of the Trust conducted by the officers, agents, employ- ees, investment advisors, administrative advisors, distributors, or independent contractors of the Trust. However, members of the Board of Trustees are not required personally to conduct all of the routine business of the Trust and, consistent with their responsibility as stated herein, the Board of Trustees may appoint, employ, or contract on behalf of the Trust with the Investment Advisor as an investment advisor to the Board of Trus- tees, and the Administrative Advisor as an administrative advisor for the Trust and may grant or delegate such authority to the Investment Advisor and the Administrative Advisor (pursuant to the terms of Section 4.14 hereof) or to any other Person the services of whom are obtained by the Investment Advisor or the Administrative Advisor, as the Board of Trustees may, in their sole discretion, deem to be necessary or desirable, for the effi- cient management of the Trust. The Board of Trustees may appoint one or more persons to serve jointly as Investment Advisors and as Adminstrative Advisors. The same person may serve simultane- ously as the Administrative Advisor and as the Investment Advisor, but no person serving as the Administrative Advisor or the Investment Advisor may serve as the Custodian. Subject to the provisions.of Sections 5.2 and 5.3, Hanifen, Imhoff Inc., a corporation organized and existing under the laws of the State of Colorado, is hereby appointed as the Administrative Advisor and as the Investment Advisor to the Board of Trustees. 5.2. Duties of the Investment Advisor. The duties of the Investment Advisor shall be those set forth in the Investment Advisory Agreement to be entered into between the Board of Trus- tees on behalf of the Trust and the Investment Advisor. Such duties may be modified by the Board of Trustees from time to time by the amendment of the Investment Advisory Agreement. Subject to Article VI hereof, the Board of Trustees may authorize the Investment Advisor to effect purchases, sales, or exchanges of Trust Property on behalf of the Board of Trustees or may author- ize any officer, employee, agent or member of the Board of Trus- tees to effect such purchases, sales, or exchanges pursuant to recommendations of the Investment Advisor, all without further action by the Board of Trustees. Any and all of such purchases, sales, and exchanges shall be deemed to be authorized by the Board of Trustees. The Investment Advisory Agreement may author- ize the Investment Advisor to employ other persons to assist it in the performance of its duties. The Investment Advisory 17 0 • Agreement shall provide that it may be terminated at the end of any fiscal year without cause and without the payment of any penalty by the Board of Trustees on sixty (60) days' written notice to the Investment Advisor. 5.3. Duties of the Administrative Advisor. The duties of the Administrative Advisor shall be those set forth in the Admin- istration Agreement to be entered into between the Board of Trus- tees on behalf of the Trust and the Administrative Advisor. Such duties may be modified by the Board of Trustees from time to time by the amendment of the Administration Agreement. The Adminis- tration Agreement may authorize the Administrative Advisor to employ other persons to assist it in the performance of its duties. The Administration Agreement shall provide that it may be terminated at'the end of any fiscal year without cause and without the payment of any penalty by the Board of-Trustees on sixty (60) days' written notice to the Administrative Advisor. 5.4. Successors. In the event that, at any time, the position of Investment Advisor or of Administrative Advisor shall become vacant for any reason, the Board of Trustees may appoint, employ or contract with a successor Investment Advisor or Admin- istrative Advisor. 18 0 ARTICLE VI Investments 0 6.1. Statement of Investment Policy and Objective_ Subject to the prohibitions and restrictions contained in Section 6.2 hereof, the general investment policy and objective of the Trust shall be to provide to the Participants of the Trust high invest- ment yields, while maintaining liquidity and preserving capital by investing in Permitted Investments in accordance with the Act Part 6, the Act Part 7, in accordance with the Public Deposit Protection Acts and any other applicable provisions of law as may be set forth more fully in the Trust's Information Statement, as the same may be amended from time to time_ 6.2. Restrictions Fundamental to the Trust. Notwithstanding anything in this Indenture of Trust which may be deemed to authorize the contrary, the Board of Trustees: (i) May not make any investment other than investments authorized by the Act Part 6, Act Part 7, the Public Deposit Protection Acts, or any other applicable provisions of law, as the same may be amended from time to time, all as herein defined as Permitted Investments; provided, however, the Board of Trustees and the Trust shall not be responsible to comply with investment restrictions provided in a Participant's Home Rule Charter, if such investment restrictions are more restrictive than those provided by Colorado State law as provided in this Section 6.2(i); (ii) May not purchase any Permitted Investment which has a maturity date more than one year from the date of such purchase. Provided, however, such a purchase may be made if, at the time of purchase, it is subject to an irrevocable agreement by a Responsible Person to repurchase such Permitted Investment from the Trust within one (1) year. For purposes of this clause, a Permitted Investment shall be deemed to mature on the day on which the Trust is obligated to sell such Permitted Investment back to a Responsible Person or on the day on which the Trust may exercise its rights under the agreement to require the purchase of such Permitted Investment by a Responsible Person; (iii) May not borrow money or incur indebtedness whether or not the proceeds thereof are 19 ! i intended to be used to purchase Permitted Investments, except as a temporary measure to facilitate withdrawal requests which might otherwise require unscheduled dispositions of portfolio investments and only as and to the extent pernitted by law; (iv) May not make loans, unless such loans are Permitted Investments; (v) May not hold or provide for the custody of any Trust Property in a manner not authorized by law or by any institution or Person not authorized by law; and (vi) May not purchase securities or shares of investment companies or any entities similar to the Trust. For the purposes of this Section 6.2, the phrase "Responsible Person" sPall mean a Person listed on the Unites States Treasury Department List of Primary Dealers or any eqt valent successor to such list, or a savings and loan or a bar which is organized and existing under the laws of the United States of America or any state thereof and which has assets i excess of $500,000,000_ 6.3. Amendment of Restrictions. The restrictions set forth in Section 6.2 hereof are un amental to the operation activities of the Trust and may not be changed without the of mative vote of a majority of the Supervisory Board, except th such restrictions may be changed by the Board of Trustees so to make them more restrictive when necessary to conform the investment program and activities of the Trust to the laws of the State of Colorado and the United States of America as the may from time to time be amended. 20 ARTICLE VII Limitations of Liability 7.1. Liability to Third Persons. No Treasurer shall be subject to any personal liability whatsoever, in tort, contract or otherwise to any other Person or Persons in connection with Trust Property or the affairs of the Trust. No member of the Board of Trustees, officer, employee, advisor, consultant, or agent of the Trust shall be subject to any personal liability whatsoever in tort, contract or otherwise, to any other Person or Persons in connection with Trust Property or the affairs of the Trust, except that each shall be personally liable for his bad faith, willful misconduct, gross negligence or reckless disregard of his duties or for his failure to act in good faith in the reasonable belief that his action was in the best interests of the Trust. The Investment Advisory Agreement and the Administration Agreement shall provide for the personal liability of the Investment Advisor or the Administrative Advisor, as the case may be, for its willful or negligent failure to take reasonable measures to restrict investments of Trust Property to those permitted by law and this Indenture of Trust. All such third Persons shall look solely to the Trust Property for - satisfaction of claims of any nature arising in connection with the affairs of the Trust. 7.2. Liability to the Trust or to the Participants. No member of the Board ot Trustees, officer, employee, advisor, consultant, or agent of the Trust shall be liable to the Trust or to any Participant, member of the Board of Trustees, officer, employee, advisor, consultant, or agent of the Trust for any action or failure to act (including, without limitation, the failure to compel in any way any former or acting member of the Board of Trustees to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence, or reckless disregard of his duties. The Investment Advisory Agreement and the Administration Agreement shall provide for the personal liability of the Investment Advisor or the Administrative Advisor, as the case may be, for its willful or negligent failure to take reasonable measures to restrict investments of Trust Property to those permitted by law and this Indenture of Trust_ The provisions of this Section 7.2 shall not limit the liability of any agent (including, without limitation, the Investment Advisor, the Administrative Advisor, and the Custodian) of the Trust with respect to breaches by it of a contract between it and the Board of Trustees. 21 r 0 7-3- Indemnification- a. The Trust shall indemnify to the extent of the earnings of the Trust, each of the members of the Board of Trustees, and such officers, employees, advisor, consultant, and agents as designated by the Board of Trustees, to receive such indemnification, against all liabilities and expenses (including, without limitation, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees) rea- sonably incurred by him in connection with the defense or dispo- sition of any action, suit or other proceeding by the Trust or any other Person, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a member of the Board of Trustees, officer, employee, advisor, consultant, or agent, except as to any matter as to which he shall have been adjudicated to have acted in bad faith or with willful misfea- sance or reckless disregard of his duties or gross negligence or, in the case of the Investment Advisor or the Administrative Advisor, in willful or negligent violation of the restrictions on investments of the Trust Property. The provisions of this Section 7.3 shall not be construed to permit the indemnification of any agent of the Trust with respect to breaches by it of a contract between it and the Board of Trustees. As to any matter disposed of by a compromise payment by the Board of Trustees, officer, employee, advisor, consultant, or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless the Trust shall have received a written opinion from independent counsel approved by the Supervisory Board to the effect that such compromise payment was generally consistent with the probable outcome of litigation. No Participant shall be liable to any Person with respect to any claim for indemnity or reimbursement and any member of the Board of Trustees, officer, employee, advisor, consultant, or agent may satisfy any right of indemnity or reimbursement granted herein or to which he may be otherwise entitled only out of the earnings on the Trust. The Board of Trustees may make advance payments in connection with indemnifi- cation under this paragraph ( a) of this Section. 7. 3, provided that the indemnified member of the Board of Trustees, officer, employee, advisor, consultant, or agent shall have given a writ- ten undertaking to reimburse the Trust in the event that it is subsequently determined that he is not entitled to such indemnification. b. Any action taken by, or conduct on the part of, the Custodian, the Investment Advisor, the Administrative Advisor, a member of the Board of Trustees, an officer, an employee or an agent of the Trust in conformity with, or in good faith reliance upon, the provisions of Section 7.7 hereof shall not, for the 22 • purpose of this Indenture of Trust (including, without limitation, Sections 7.1 and 7.2 and this Section 7.3) constitute bad faith, willful misfeasance, gross negligence or reckless disregard of his duties. 7.4. Surety Bonds. No member of the Board of Trustees shall, as such, be obligated to give any bond or surety or other security for the performance of any of his duties. 7.5. Apparent Authority. No purchaser, seller, transfer agent or other Person dealing with the Board of Trustees or the Investment Advisor of the Trust shall be bound to make any inquiry concerning the authority of the Board of Trustees or the Investment Advisor of the Trust with regard to the validity of any transaction purporting to be made by the Board of Trustees or by the Investment Advisor or make inquiry concerning or be liable for the application of money or property paid, transferred or delivered to or on the order of the Board of Trustees or the Investment Advisor. 7.6. Recitals. Any written instrument creating an obligation of the Trust shall be conclusively taken to have been executed by the Trustee or a member of the Board of Trustees, an officer, employee or agent of the Trust only in his capacity as the Trustee under this Indenture of Trust or in his capacity as a member of the Board of Trustees, an officer, employee or agent of the Trust. Any written instrument creating an obligation of the Trust shall refer to this Indenture of Trust and contain a reci- tal to the effect that the obligations thereunder are not person- ally binding upon, nor shall resort be had to the property of, any of the members of the Board of Trustees, Participants, Trea- surers, officers, employees or agents of the Trust, and that only the Trust Property or a specific portion thereof shall be bound, and such written instrument nay contain any further similar recital which may be deemed appropriate. The omission of any recital pursuant to this Section 7.6 shall not operate to impose personal liability on any of the members of the Board of Trus- tees, Participants, Treasurers, officers, employees or agents of the Trust. 7.7. Reliance on Experts, Etc. Each member of the Board of Trustees and each officer of the Trust shall, in the performance of his duties, be fully and completely justified and protected with regard to any act or failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel or upon reports made to the Trust by any of its officers or employees or by the Investment Advisor, the Administrative Advisor, the Custodian, accountants, appraisers or other experts or consultants selected with reason- able care by the Board of Trustees or officers of the Trust. 23 LJ • 7.8. Liability Insurance. The bc)ari of Trustees shall, at all times, maintain insurance for the protection of the Trust Property, and the Trustee, ;nembers of the Board of Trustees, Participants, Treasurers, officers, employees and agents of the Trust in such amount as the Boar] of Trustees shall deem adequate to cover all foreseeable tort and contract liability to the extent available at reasonable rates. 24 ARTICLE VIII Interests of Participants 8.1. General. The beneficial interest of the Participants hereunder in the Trust Property and the earnings thereon shall, for convenience of reference, be divided into Shares_ Shares shall be used as units to measure the proportionate allocation to the respective Participants of the beneficial interest hereunder. The number of Shares that may be used to ,measure and represent the proportionate allocation of beneficial interest among the Participants is unli.mited'. All Shares shall be of one class representing equal distribution, liquidation and other rights_ The beneficial interest hereunder measured by the Shares shall not entitle a Participant to preference, preemptive, appraisal, conversion, or exchange rights of any kind with respect to the Trust or the Trust Property. Title to the Trust Property of every description is vested in the Trustee on behalf, and for the beneficial interest, of the Participants. The Participants shall have no interest in Trust Property other than the beneficial interest conferred hereby and measured by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or suffer an assessment of any kind by virtue of the allocation of Shares to them, except as provided in Section 12.2 hereof. 8.2. Allocation of Shares_ a. The Board of Trustees, in their discretion, may, from time to time, allocate Shares, in addition to the then allocated Shares, to such Participant for such amount and such type of consideration (including, without limitation, income from the investment of Trust Property), at such time or times (including, without limitation, each business day in accordance with the maintenance of a constant net asset value per Share as set forth in Section 12.2 hereof), and on such terms as the Board of Trustees may deem best_ In connection with any allocation of Shares, the Board of Trustees may allocate fractional Shares. The Board of Trustees may from time to time adjust the total number of Shares allocated without thereby changing the proportionate beneficial interests in the Trust. Reductions or increases in the number of allocated Shares may be made in order to maintain a constant net asset value per Share as set forth in Section 12.2 hereof_ Shares shall be allocated and redeemed as whole shares and /or one hundredths (1 /100ths) of a Share or multiples thereof_ b. Shares may be allocated only to a Local Government Entity who has become a Participant of the Trust in accordance 25 with Section 1.2 and Section 16.6 hereof_ Each Participant may establish more than one account within the Trust for such Participant's convenience. c. Unless otherwise determined by the Board of Trustees pursuant to this paragraph c_ of this Section 8.2 and Section 1.2 c., the minimum amount of funds which may be maintained in an account in the Trust by a Participant at any one time shall be $1.00. 8.3. Evidence of Share Allocation. Evidence of Share allocation shall be reflected in the Share Register maintained by or on behalf of the Trust pursuant to Section 9.1 hereof, and the Trust shall not be required to issue certificates as evidence of Share allocation. 8.4. Redemption to Maintain Constant Net Asset Value. The Shares of the Trust shall be subject to redemption pursuant to the procedure for reduction of outstanding Shares set forth in Section 12.2 hereof in order to maintain the constant net asset value per Share. 8.5. Redemptions. Payments by the Trust to Participants, and the reduction of Shares resulting.therefrom, are, for convenience, referred to in this Indenture of Trust as "redemptions." Any and all allocated Shares may be redeemed at the option of the Participant whose beneficial interest hereunder is measured by such Shares, upon and subject to the terms and conditions provided in this Indenture of Trust. The Trust shall, upon application of any Participant, promptly redeem from such Participant allocated Shares for an amount per Share equivalent to the proportionate interest measured by each Share in the net assets of the Trust at the time of the redemption. The procedures for effecting redemption shall be as adopted by the Board of Trustees and as set forth in the Information Statement of the Trust, as the same may be amended from time to time; provided, however, that such procedures shall not be structured so as to substantially and materially restrict the ability of the Participants to withdraw funds from the Trust by the redemption of Shares. 8.6. Suspension of Redemption; Post onement of Payment. Each Participant, by its adoption of this Indenture of Trust, agrees that the Board of Trustees may, without the necessity of a formal meeting of the Board of Trustees, temporarily suspend the right of redemption or postpone the date of payment for redeemed Shares for the whole or any part of any period (i) during which there shall have occurred any state of war, national emergency, banking moratorium or suspension of payments by banks in the State of Colorado or any general suspension of trading or limitation of prices on the New York or American Stock Exchange ( other than customary weekend and holilay closings) or 26 ! • (ii) during which any financial emergency situation exists as a result of which disposal by the Trust of Trust Property is not reasonably practicable because of the substantial losses which might be incurred or it is not reasonably practicable for the Trust fairly to determine the value of its net assets. Such suspension or postponement shall not alter or affect a Participant's beneficial interest hereunder as measured by its Shares or the accrued interest and earnings thereon. Such suspension or payment shall take effect at such time as the Board of Trustees shall specify but not later than the close of business on the business day next following the declaration of suspension, and thereafter there shall be no right of redemption or payment until the Board of Trustees shall declare the suspension or postponement at an end, except that the suspension or postponement shall terminate in any event on the first day on which the period specified in the clause (i) or (ii) above shall have expired (as to which, the determination of the Board of Trustees shall be conclusive)- In the case of a suspension of the right of redemption or a postponement of payment for redeemed Shares, a Participant may either (i) withdraw its request for redemption or (ii) receive payment based on the net asset value existing after the termination of the suspension_ 8.7. Minimum Redemption_ There shall be a minimum of one (1) Share which may be redeemed at any one time at the option of a Participant. 8.8. Defective Redemption Requests. In the event that a Participant shall submit a request for the redemption of a greater number of Shares than are then allocated to such Participant, such request shall not be honored. Each Participant, by its adoption of this Indenture of Trust, agrees that the Board of Trustees shall have full and complete power to redeem an amount of the Shares allocated to such Participant, at a redemption price determined in accordance with Section 8.5 hereof, sufficient to reimburse the Trust for any fees, expenses, costs or penalties actually incurred by the Trust as a result of such defective redemption request. 27 ARTICLE IX Record of Shares 9.1. Share Register. The Share Register shall be kept by or on behalf of the Board of Trustees, under the direction of the Board of Trustees, and shall contain (i) the names and addresses of the Participants, (ii) the number of Shares representing their respective beneficial interests hereunder, and (iii) a record of all allocations and redemptions thereof. Such Share Register shall be conclusive as to the identity of the Participants to which the Shares are allocated. Only Participants whose alloca- tion of shares is recorded on such Share Register shall be entitled to receive distributions with respect to Shares or otherwise to exercise or enjoy the rights and benefits related to the beneficial interest hereunder represented by the Shares. No Participant shall be entitled to receive any distribution, nor to have notices given to it as herein provided, until it has given its appropriate address to such officer or agent of the Trust as shall keep the Share Register for entry thereon. 9.2. Registrar. The Board of Trustees shall have full and complete power to employ a registrar. Unless otherwise deter- mined by the Board of Trustees, the Share Register shall be kept by the Administrative Advisor which shall serve as the registrar for the Trust_ The registrar shall record the original alloca- tions of Shares in the Share Register. Such registrar shall per- form the duties usually performed by registrars of certificates and shares of stock in a corporation, except as such duties may be modified by the Board of Trustees. 9.3. Owner of Record. No Person becoming entitled to any Shares in consequence of the merger, reorganization, consolida- tion, bankruptcy or insolvency of any Participant or otherwise by operation of law, shall be recorded as the Participant to which such Shares are allocated. Such Person may become entitled to the redemption value of such Shares as provided by law. Upon such Person becoming entitled to such redemption value and apply- ing for the payment thereof and presenting proof of such entitle- ment as the Board of Trustees may in their sole discretion deem appropriate, the Participant of record to which such Shares are allocated shall be deemed to be the Participant to which such Shares are allocated under Section 8.2 hereof, and neither the Board of Trustees nor the registrar nor any officer or agent of the Trust shall be affected for purposes of recording allocation of shares by any notice of such merger, reorganization, consoli- dation, bankruptcy, insolvency or other event. 9.4. No Transfers of Shares. The beneficial interests measured by the Shares shall not be transferable, in whole or in part, other than to the Trust itself for purposes of redemption. M 9 0 However, Shares nay be redeemed fro;n one Participant's account and the proceeds deposited directly into another Participant's account upon instructions from the Treasurers of the respective Participants. 9.5. Limitation of Responsibility. The Board of Trustees shall not, nor shall the Participants or any officer, registrar or other agent of the Trust, be bound to determine the existence of any trust, express, implied or constructive, or of any charge, pledge or equity to which any of the Shares or any interest therein are subject, or to ascertain or inquire whether any redemption of any such Shares by any Participant or its represen- tatives is authorized by such trust, charge, pledge or equity, or to recognize any Person as having any interest therein except the Participant recorded as the Participant to which such Shares are allocated. The receipt of moneys by the Participant in whose name any Share is recorded or by the duly authorized agent of such Participant shall be a sufficient discharge for all moneys payable or deliverable in respect of such Shares and from all responsibility to see to the proper application thereof. 9.6. Notices_ Any and all notices to which Participants hereunder may be entitled and any and all communications stall be deemed duly served or given if mailed, postage prepaid, addressed to Participants of record at their last known post office addresses as recorded on the Share Register provided for in Section 9.1 hereof. 29 • • ARTICLE X Participants 10.1. Exercise of Participants' Rights_ All rights of the Participants as set forth in this Article shall be exercised by their respective Treasurer as a member of the Supervisory Board_ Wherever in this Indenture of Trust action is required by or allowed to a Participant, such action shall be taken by the Treasurer on behalf of the Participant. Any collective action required by the Participants shall be taken by the Supervisory Board. All notices required to be sent to Participants shall be sent to the Treasurer. 10.2. Voting. Each Participant through its Treasurer shall be entitled to one vote as a matter of right with respect to the following matters: (i) election of the Board of Trustees as pro- vided in Section 11.1 and Section 11.2 hereof; (ii) amendment of this Indenture of Trust or termination of the Trust as provided in Section 6.3 and Section 1 5. 1 hereof; and ( iii) reorganization of the Trust as provided in Section 15.2 hereof. It shall not be necessary for any minimum number of Shares other than one (1) to be allocated to a Participant for the Participant to be entitled to vote. 10.3. Annual Vote of the Supervisory Board. The annual Vote of the Supervisory Board shall be held within 120 days after the completion of each fiscal year of the Trust. The Board of Trustees shall prepare the ballot of matters to be considered in such vote which shall include the election of the Board of Trus- tees, approval or disapproval of all or any part of the annual report, and may include such other questions or consideration of such matters as Participants may be entitled to vote upon as provided in this Article X, or as the Board of Trustees may determine. 10.4. Right to Initiate a Vote of the Participants. The Participants shall, by an instrument or concurrent instruments in writing delivered to the Board of Trustees signed by at least ten percent (10 %) of the Treasurers, have the right to initiate a vote of the Participants, as to any matter described in clause (ii) or clause (iii) of Section 10.2 hereof. Within twenty (20) days of receipt of such instrument or instruments, the Board of Trustees shall cause a ballot to be sent to each Treasurer, setting forth the matter to be voted on and the man- ner in which such ballots should be executed and delivered_ 10.5. Inspection of Records_ The records of the Trust shall be open to inspection —T y any Participant at all reasonable times. 30 • 10.6. Meetings of the Supervisory Board. a. Meetings of the Supervisory Board may be called at any time by a majority of the Board of Trustees and shall be called by any member of the Board of Trustees upon written request of not less than ten percent (10 %) of the Treasurers, such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within the State of Colorado at such place, on such day and at such time as the Board of Trustees shall designate, provided that a meeting requested by the Treasurers shall be held within 20 days of such request. b. A majority of the Treasurers entitled to vote at such meeting present in person (including, if permitted by appli- cable law, participation by conference telephone or similar com- munications equipment by means of which all Persons participating in the meeting can hear each other) or by proxy shall constitute a quorum at any annual or special meeting. 10.7. Notice of Meetings. Notice of all meetings of the Supervisory Board shall be given by the Board of Trustees by mail to each Participant at its registered address, mailed at least ten (10) days before the meeting. The notice shall state the time, place and purposes of the meeting. Only business stated in the notice of a meeting shall be considered at such meeting. Any adjourned meeting may be held as adjourned without further notice. Any notice required by any "open meeting," "sunshine" or similar law, whether now or hereafter in effect, shall also be given- 10-8. Proxies. At any meeting of the Supervisory Board, if permitted by applicable law, any Treasurer entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary of the Trust, or with such other officer or agent of the Trust as the Secretary of the Trust may direct, for verifica- tion prior to the time at which such vote shall be taken. Pur- suant to a resolution of a majority of the Board of Trustees, proxies may be solicited in the name of one or more of the offi- cers of the Trust. All proxies shall be revocable at the option of the Participant. 10.9. Record Date for Meetings and Votes. For the purposes of determining the Participants that are entitled to vote or act at any meeting or any adjournment thereof, or for the purpose of any other action, the Board of Trustees may from time to time fix a date nor more than twenty (20) days prior to the date of any meeting or Vote of the Supervisory Board or other action as a record date for the determination of Participants entitled to vote at such meeting or any adjournment thereof or to cast a bal- lot in such vote or to be treated as Participants of record for 31 purposes of such other action_ Any Participant which was a Participant at the time so fixed shall be entitled to vote at such meeting or any adjournment thereof, or to cast a ballot in such vote, even though it then had no Shares allocated to it or has since that date redeemed its Shares_ No Participant becoming such after that date shall be so entitled to vote at such meeting or any adjournment thereof or to cast a ballot in such vote or to be treated as a Participant of record for purposes of such other action_ 10.10_ Number of Votes_ Only Participants of record shall be entitled to vote and each Participant shall be entitled to one vote without regard to the number of Shares allocated to it. A proxy purporting to be executed by or on behalf of a Participant shall be deemed valid unless challenged at or prior to its exer- cise, and the burden of proving invalidity shall rest on the challenger. 1 0. 1 1 _ Reports_ The Board of Trustees shall cause to be prepared at least annually (i) a report of operations containing a statement of assets and liabilities and statements of opera- tions and of changes in net assets of the Trust prepared in con- formity with generally accepted accounting principles; (ii) an opinion of an independent certified public account on such finan- cial statements based on an examination of the books and records of the Trust made in accordance with generally accepted auditing standards; and (iii) sufficient information to establish compli- ance with the investment policy established pursuant to this Indenture_ A signed copy of such report and opinion shall be filed with the Trustee and the Board of Trustees within sixty (60) days after the close of the period covered thereby_ The Trustee shall cause to be mailed copies of such reports to all Participants of record within five (5) days from the receipt thereof_ The Board of Trustees shall, in addition, furnish to the Participants, at least quarterly, an interim report contain- ing an unaudited balance sheet of the Trust as at the end of such quarterly period and statements of operations and changes in net assets for the period from the beginning of the then current fis- cal year to the end of such quarterly period_ 32 • . ARTICLE XI Trustees and Officers 11.1. Number and Qualification_ The investment and administrative body of the Trust shall be the Board of Trustees, the membership of which shall be determined as hereinafter pro- vided. The number of members of the Board of Trustees as of the date of the amendment previously referred to shall be twelve (12) and shall thereafter be fixed from time to time by resolution of a majority of the Supervisory Board, provided, however, that the number of members of the Board of Trustees shall in no event be less than three nor more than fifteen_ Any vacancy created by an increase in the number of Trustees may be filled by the appoint- ment of an individual having the qualifications described in this Section 11.1 made by a resolution of a majority of the Board of Trustees then in office. Any such appointment shall not become effective, however, until the individual named in the resolution of appointment shall have (i) accepted in writing such appoint- ment, and (ii) agreed in writing to be bound by the terms of this Indenture of Trust. No reduction in the number of members of the Board of Trustees shall have the effect of removing any member of the Board of Trustees from office prior to the expiration of his term. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in Section 11.5 hereof, the members of the Board of Trustees continuing in office, regardless of their number, shall have all the powers granted to the Board of Trustees and shall discharge all the duties imposed upon the Board of Trustees by this Indenture of Trust_ The mem- bers of the Board of Trustees shall be natural persons of which at least a majority shall be members of the Supervisory Board and thus a Treasurer of a Participant_ The members of the Board of Trustees shall not be required to devote their entire time to the business and affairs of the Trust. 11.2_ Term and Election. a. Prior to each annual Vote of the Supervisory Board for the election of members of the Board of Trustees following the adoption of this Indenture of Trust, the Board of Trustees shall determine the subcategories and terms of members of the Board of Trustees to be elected at the next election of its members for one year, two years, and three years, so that after each elec- tion, the number of the members of the Board of Trustees for each such term shall be as equal in number as practicable. The Board of Trustees shall then prepare the ballots to be submitted for a Vote of the Supervisory Board. b_ The Board of Trustees shall, from time to time, designate one or more Board of Trustees positions to be held by the Treasurer of a Participant within subcategories of Local 33 Government Entities so that all subcategories of Local Government Entities are represented on the Board of Trustees; such represen- tation shall require the designation of at least one member of the Board of Trustees represent each subcategory of Local Govern- ment Entity. For purposes of this Section 11.2, the subcate- gories of Local Government Entity are: (a) counties; (b) cities and towns; (c) school districts; (d) special districts; and (e) others. The election of a Treasurer to a Board of Trustees' position designated to be held by a member of the Board of Trus- tees within a subcategory of Local Government Entity shall not be effective unless such Participant and its Treasurer are within the designated subcategory_ c. Any addition made to the number of members of the Board of Trustees, except pursuant to a Vote of the Supervisory Board, shall be made only for a term expiring at the next annual Vote of the Supervisory Board at which time a successor shall be elected and qualified. At the annual Vote of the Supervisory Board next following an addition to the number of members of the Board of Trustees, the terms of the additional ,members of the Board of Trustees shall be fixed so that, as nearly as shall be practicable, an equal number of terms shall expire annually. Members of the Board of Trustees may succeed themselves in office. Election of members of the Board of Trustees at such annual Vote shall be by the affirmative vote of at least a major- ity of the Supervisory Board voting. The election of any member of the Board of Trustees (other than an individual who was serv- ing as a member of the Board of Trustees immediately prior to such election) pursuant to this Section 11.2 shall not become effective unless and until such Person shall have (i) in writing accepted his election, and (ii) agreed in writing to be bound by the terms of this Indenture of Trust. 1 1 _ 3_ ' Resignation and Removal. Any member of the Board of Trustees may resign without need for prior or subsequent accounting) by an instrument in writing signed by him and deliv- ered to the Chairman, the Vice Chairman or the Secretary (refer- red to in Section 11.6 hereof) and such resignation shall be effective upon such delivery, or at a later date according to the terms of the notice_ Any member of the Board of Trustees may be removed (provided that the aggregate number of members of the Board of Trustees after such removal shall not be less than the minimum number required by Section 11.1 hereof) with good cause, by the action of two-thirds of the remaining members of the Trus- tees_ Upon the ceasing to be a member of the Board of Trustees, he shall execute and deliver such documents as the remaining mem- bers of the Board of Trustees shall deem necessary. Upon the incapacity or death of any members of the Board of Trustees, his legal representative shall execute and deliver on his behalf such documents as the remaining members of the Board of Trustees shall deem necessary. 34 11.4. Vacancies. a. A vacancy shall occur in the event of death, resignation, bankruptcy, adjudicated incompetence or other incapacity to exercise the duties of the office, or removal of a member of the Board of Trustees. If a member of the Board of Trustees shall no longer be the Treasurer of his Participant, such Person shall no longer be a member of the Board of Trustees and a vacancy will be deemed to have occurred. If a Local Gov- ernment Entity fails to qualify as a Participant for a period of 30 days, any Treasurer of that Local Government Entity who is a member of the Board of Trustees shall no longer qualify as a mem- ber of the Board of Trustees, and a vacancy will be deemed to have occurred. b. No such vacancy shall operate to annul this Indenture of Trust or to revoke any existing agency created pur- suant to the terms of this Indenture of Trust_ In the case of an existing vacancy (other than by reason of an increase in the number of the Board of Trustees) , a majority of the Board of Trustees continuing in office acting by resolution, may fill such vacancy, provided the requirements of Section 11.2 b. are com- plied with, and any member of the Board of Trustees so appointed by the Board of Trustees shall hold office until the next annual Vote of the Supervisory Board. 11.5_ Meetings. a_ Meetings of the Board of Trustees shall be held from time to time upon the call of the Chairman, the Vice Chairman, the Secretary, or any two members of the Board of Trus- tees_ Regular meetings of the Board of Trustees may be held without call or notice at a time and place fixed by the By -laws or by resolution of the Board of Trustees. Notice of any other meeting shall be mailed or otherwise given not less than 48 hours before the meeting but may be waived in writing by any member of the Board of Trustees either before or after such meeting_ Any notice required by any "open .meeting," "sunshine," or similar law, whether now or hereafter in effect, shall also be given_ The attendance of a member of the Board of Trustees at a meeting shall constitute a waiver of notice of such meeting except where a member of the Board of Trustees attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened_ A quorum for all meetings of the Board of Trustees shall be a majority of the members of the Board of Trustees. Unless specifically provided otherwise in this Indenture of Trust, any action of the Board of Trustees may be taken at a meeting by vote of a majority of the members of the Board of Trustees present (a quorum being present) or, if permitted by applicable law, without a meeting for the purpose of polling members, by written consents of a .majority of the members of the 35 • Board of Trustees. The Board of Trustees may act with or, if permitted by applicable law, without a meeting for the purpose of polling members of the Board of Trustees concerning any specific matter which any member of the Board of Trustees feels requires a vote of the Board of Trustees, but which he also feels is not sufficient to require calling a special meeting of the Board of Trustees. All action taken by polling the Board of Trustees shall become final upon receipt by 15 days written ratification by a majority of the Board of Trustees of such action_ b. Any committee of the Board of Trustees, including an Executive Committee, if any, may act with or without a meet- ing_ A quorum for all meetings of any such committee shall be a majority of the members thereof_ Unless otherwise specifically provided in this Indenture of Trust, any action of any such com- mittee may be taken at a meeting by vote of a majority of the members present (a quorum being present) or, without a meeting, by written consent of a majority of the members. c. With respect to actions of the Board of Trustees and any committee thereof, members of the Board of Trustees who have an interest in any action to be taken by the Board or any committee may be counted for quorum purposes under this Sec- tion 11.5, but only if such member of the Board of Trustees has previously given notice to the Board of Trustees of such inter- est_ Such member of the Board of Trustees shall not be entitled to vote- d. All or any one or more members of the Board of Trustees may, if permitted by applicable law, participate in a meeting of the Board of Trustees or any committee thereof by utilizing conference telephone or similar communications equip- ment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to such communications shall constitute presence in person at such meeting_ The minutes of any meeting of the Board of Trustees held by utilizing such communications equipment shall be prepared in the same manner as those of a meeting of the Board of Trustees held in person. 11.6. Officers. The Board of Trustees shall annually elect, from among its members, a Chairman and a Vice Chairman who shall have such duties as the Board of Trustees shall deem advisable and appropriate. The Board of Trustees may elect or appoint, from among their number or otherwise, or may authorize the Chairman to appoint a Treasurer and a Secretary, one or more Assistant Secretaries and Assistant Treasurers and such other officers or agents, who shall have such powers, duties and responsibilities as the Board of Trustees may deem to be advis- able and appropriate_ Two or more offices, except those of Chairman, Vice Chairman, Treasurer, and Secretary, may be held by the same person_ The Treasurer and the Secretary, if not 36 C� • themselves members of the Board of Trustees, shall attend meetings of the Board of Trustees but shall have no voting power. 11.7. By -Laws. The Board of Trustees may adopt and, from time to time, amend or repeal By -Laws for the conduct of the business of the Trust, and in such By -Laws, among other things, may define the duties of the respective officers, agents, employees and representatives of the Trust. 37 ARTICLE XII Determination of Net Asset Value and Net Income; Distributions to Partici ants 12.1. Net Asset Value. The net asset value of each allocated Share of the Trust shall be determined once on each business day at such time as the Board of Trustees by resolution may determine. The method of determining net asset value shall be established by the Board of Trustees and shall be set forth in the Information Statement as the same may be amended from time to time. The duty to make the daily calculations may be delegated by the Board of Trustees to one of the .following: the Investment Advisor, the Administrative Advisor, the Custodian or such other Person as the Board of Trustees by resolution may designate. 12.2. Constant Net Asset Value; Reduction of Allocated Shares. a. The Board of Trustees shall have full and complete power to determine the net income (including unrealized gains and losses on the portfolio assets) of the Trust once on each business day as provided in Section 12.1 hereof and, upon each such determination such net income shall be credited proportion- ately to the accounts of the Participants in such manner, and with the result, that the net asset value per Share of the Trust shall remain at a constant dollar value of $1.00 or integrals of 1 /100ths thereof. Any change in the constant dollar value shall be made on a pro rata basis by increasing or reducing the number of each Participant's shares. The general method used for the determination of the net income of the Trust and the crediting thereof proportionately to the respective accounts of the Par- ticipants shall be determined by the Board of Trustees and shall be set forth in the Information Statement as the same may be amended from time to time_ The duty to make the daily calcula- tions may be delegated by the Board of Trustees to one of the following: the Investment Advisor, the Administrative Advisor, the Custodian or such other Person as the Board of Trustees by resolution may designate_ Fluctuations in value will be reflected in the number of Shares allocated to each Participant_ If there is a net loss, the Board of Trustees will first offset such amount against income accrued to each Participant. To the extent that such a net loss would exceed such accrued income, the Board of Trustees will reduce the aggregate number of the Trust's allocated Shares in an amount equal to the amount by which the net loss exceeds accrued income by having each Participant con- tribute to the Trust's corpus its pro rata portion of the total number of Shares required to be redeeme =n order to permit the net asset value per Share of the Trust to be maintained at a constant dollar value_ Each Participant will be deemed to have ! • agreed to such contribution in these circumstances by its investment in the Trust and its adoption of this Indenture of Trust. The purpose of the foregoing procedure is to permit the net asset value per Share of the Trust to be maintained at a constant dollar value per Share. b. The Board of Trustees may discontinue or amend the practice of attempting to maintain the net asset value per Share at a constant dollar amount at any time and such modification shall be evidenced by appropriate changes in the Information Statement as the same may be amended from time to time. 12.3. Supplementary Distributions to Participants- In addition to redemptions made at the request of individual Parti- cipants pursuant to Section 8.5 hereof, the Board of Trustees may from time to time also declare and make to the Participants, in proportion to their respective allocation of Shares, out of the earnings, profits or assets titled in the name of the Trustee, such supplementary distributions as they may determine. The declaration and making of such supplementary distributions and the determination of earnings, profits, and other funds and assets available for supplemental distributions and other pur- poses shall lie wholly in the discretion of the Board of Trustees and may be made at such time and in such manner as the Board of Trustees may in their sole discretion from time to time deter- mine. Any or all such supplementary distributions may be made among the Participants of record at the time of declaring a distribution or among the Participants of record at such other date as the Board of Trustees shall determine. 12.4. Retained Reserves. The Board of Trustees may retain first from earnings and profits, and to the extent those .funds are not sufficient from the gross income of the Trust such amount as they may deem necessary to pay the debts and expenses of the Trust and to meet other obligations of the Trust, and the Board of Trustees shall also have the power to establish from earnings and profits such reasonable reserves as they believe may be required to protect the Trust and the Participants against contingent liabilities. 39 0 ARTICLE XIII Custodian 13.1. - Duties _ The Board of Trustees on behalf of the Trust shall employ a bank or trust company organized under the laws of the United States of America or the State of Colorado having an office in the State of Colorado and having a capital and surplus aggregating at least twenty -five million dollars ($25,000,000) as Custodian with authority as its agent, but subject to such restrictions, limitations, and other requirements set forth in the Custodian Agreement to be entered into between the Board of Trustees and the Custodian. Such Custodian must be certified as a qualified "public depository" as defined by the Public Deposi- tory Protection Acts and shall invest all Trust Property in accordance therewith. 13.2_ Appointment_ The Board of Trustees shall have the power to select and appoint the Custodian for the Trust_ The Custodian Agreement shall provide that it may be terminated at any time without cause and without the payment of any penalty by the Trust on sixty (60) days' written notice to the Custodian. United Bank of Denver National Association, a bank organized and existing under the laws of the United States of America, is hereby appointed as the Custodian for the Trust. 13.3_ Sub-Custodian- The Board of Trustees 'nay also authorize the Custodian to employ one or more Sub - Custodians from time to time to perform such of the acts and services of the Custodian and upon such terns and conditions, as may be agreed upon between the Custodian and such Sub - Custodians and approved by the Board of Trustees; provided, however, that, in every case, such Sub - Custodian shall be a bank or trust company organized under the laws of the United States of America or one of the states thereof having capital and surplus aggregating at least twenty -five million dollars ($25,000,000)_ 13.4. Successors_ In the event that, at any time, the Custodian shall resign or shall be terminated pursuant to the provisions of the Custodian Agreement, the Board of Trustees shall appoint a successor thereto_ 40 ARTICLE XIV Recording of Indenture of Trust 14.1. Recording. This Indenture of Trust and any amendment hereto inay be filed, recorded or lodged as a document of public record in such place or places and with such official or offi- cials as the Board of Trustees may deem appropriate. Each amend- ment so filed, recorded or lodged shall be accompanied by a cer- tificate signed and acknowledged by the Chairman of the Board of Trustees stating that such action was duly taken in the manner provided for herein; and unless such amendment or such certifi- cate sets forth some earlier or later time for the effectiveness of such amendment, such amendment shall be effective upon its filing. An Indenture of Trust amended pursuant to Section 15.1, containing or restating the original_ Indenture and all amendments theretofore made, shall, upon filing, recording, or lo,3ging in the manner contemplated hereby, be conclusive evidence of all amendments contained therein and may thereafter be referred to in lieu of the original Indenture of Trust and the various amend - ments thereto. Notwithstanding the foregoing provisions of this Section 14.1, no filing or recordation pursuant to the terms of this Section 14.1 shall be a condition precedent to the effec- tiveness of this Indenture of Trust. 41 • ARTICLE XV 16 Amendment or Termination of Trust; Duration of Trust 15.1. Amendment or Termination_ a_ The provisions of this Indenture of Trust may be amended or altered, or the Trust may be terminated, at any meet- ing of the Supervisory Board or pursuant to any vote of the Supervisory Board called for that purpose, by the affirmative vote of a majority of the Supervisory Board, or by an instrument or instruments in writing, without a meeting, signed by a major- ity of the Board of Trustees and a majority of the Supervisory Board- The Board of Trustees may, from time to time by a two - thirds vote of the members of the Board of Trustees, and after fifteen (15) days' prior written notice to the Participants, amend or alter the provisions of the Indenture of Trust, without the vote or assent of the Supervisory Board, to the extent deemed by the Board of Trustees in good faith to be necessary to conform this Indenture of Trust to the requirements of applicable laws or regulations or any interpretation thereof by a court or other governmental agency of competent jurisdiction, but the Board of Trustees shall not be liable for failing so to do. Notwithstand- ing the foregoing, no amendment may be made pursuant to this Section 1 5. 1 which would: ( i) change any rights with respect to any allocated Shares of the Trust by reducing the amount pay- able thereon upon liquidation of the Trust or which would dimin- ish or eliminate any voting rights of the Participants, except with the vote or written consent of two - thirds of the Partici- pants entitled to vote thereon; (ii) cause any of the investment restrictions contained in Section 6.2 hereof to be less restric- tive without the affirmative vote of a majority of the Partici- pants entitled to vote thereon; (iii) change the limitations on personal liability of the Participants and members of the Board of Trustees; and (iv) change the prohibition of assessments upon Participants_ b. A certification in recordable form signed by a majority of the Board of Trustees setting forth an amendment and reciting that it was duly adopted by the Supervisory Board or by the Board of Trustees as aforesaid or a copy of the Inden- ture, as amended, in recordable form, and executed by a majority of the Board of Trustees, shall be conclusive evidence of such amendment_ c_ Upon the termination of the Trust pursuant to this Section 15.1: (i) The Trust shall carry on no business except for the purpose of winding up its affairs; 42 0 0 (ii) The Board of Trustees shall proceed to wind up the affairs of the Trust and all of the powers of the Board of Trustees under this Indenture of Trust shall continue until the affairs of the Trust shall have been wound up, including, without limitation, the power to fulfill or discharge the contracts of the Trust, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Trust Property to one or more persons at public or private sale for consideration which may consist in whole or in part of cash, securi- ties, or other property of any kind, discharge or pay its liabilities, and do all other acts appropriate to liquidate its affairs; provided, however, that any sale, conveyance, assignment, exchange, transfer, or other disposition of all or substantially all of the Trust Property shall require approval of the principal terms of the transaction and the nature and amount of the consideration by affirmative vote of not less than a majority of the Board of Trustees; and (iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities, and refunding agreements as they deem necessary for their protection, the Board of Trustees may distribute the remaining Trust Property, in cash or in kind or partly in each, among the Participants according to their respective proportionate allocation of Shares. d_ Upon termination of the Trust and distribution to the Participants as herein provided, a majority of the Board of Trustees shall execute and lodge among the records of the Trust an instrument in writing setting forth the fact of such termina- tion, and the Trustee and the Board of Trustees shall thereupon be discharged from all further liabilities and duties hereunder, and the right, title, and interest of all Participants shall cease and be cancelled and discharged. 15.2_ Power to Effect Reorganization. If permitted by applicable law, including without limitation, Act Part 6, Act Part 7, and the Public Deposit Protectin Acts, the Board of Trustees, by vote or written approval of a majority of the Board of Trustees, may select, or direct the organization of, a cor- poration, association, trust, or other Person with which the Trust nay merge, or which shall take over the Trust Property and carry on the affairs of the Trust, and after receiving an affirmative vote of not less than a majority of the Supervisory Board, the Board of Trustees may effect such merger or may sell, convey, and transfer the Trust Property to any such corporation, 43 association, trust, or other Person in exchange for cash or shares or securities thereof, or beneficial interest therein with the assumption by such transferee of the liabilities of the Trust; and thereupon the Board of Trustees shall terminate the Trust and deliver such cash, shares, securities, or beneficial interest ratably among the Participants of this Trust in redemp- tion of their shares_ 15.3. Duration. The Trust shall continue in existence in perpetuity, subject in all respects to the provisions of this Article XV_ 44 ARTICLE XVI Miscellaneous 16.1. Governing Law. This Indenture of Trust is executed by two - thirds of the members of the hoard of Trustees and deliv- ered in the State of Colorado and with reference to the laws thereof, and the rights of all parties and the validity, con- struction, and effect of every provision hereof shall be subject to and construed according to the laws of said State of Colorado. 16.2. Counterparts. This Indenture of Trust may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts, togeth- er, shall constitute but one and the same instrument, which shall be sufficiently evidenced by any such original counterpart. 16.3. Reliance by Third Parties. Any certificate executed by an individual who, according to the records of the Trust, or of any official or public body or office in which this Indenture of Trust may be recorded, appears to be a member of the Board of Trustees hereunder or the Secretary or the Treasurer of the Trust, certifying to (i) the number or identity of the Board of Trustees or Participants; (ii) the due authorization of the execution of any instrument or writing; (iii) the form of any vote passed at a meeting of the Board of Trustees or Supervisory Board; (iv) the fact that the number of the Board of Trustees or Participants present at any meeting or executing any written instrument satisfies the requirements of this Indenture of Trust; (v) the form of any By -Laws adopted by or the identity of any officers elected by the Board of Trustees; or ( vi) the existence of any fact or facts which in any manner relate to the affairs of the Trust, shall be conclusive evidence as to the matters so cer- tified in favor of any Person dealing with the Board of Trustees or any of them or the Trust and the successors of such Person. 16.4. Provisions in Conflict with Law. The provisions of this Indenture of Trust are severable, and if the Board of Trus- tees shall determine, with the advice of counsel, that any one or more of such provisions (the "Conflicting Provisions ") are in conflict with applicable federal or Colorado laws, the Conflict- ing Provisions shall be deemed never to have constitute a part of this Indenture of Trust. Such a determination by the Board of Trustees shall not affect or impair any of the remaining provi- sions of this Indenture of Trust or render invalid or improper any action taken or omitted ( including, but not limited to, the election of the Board of Trustees) prior to such determination. 45 9 0 16.5. Gender; Section Headings. a. Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders, and words importing the singular number shall mean and include the plural number and vice versa. b. Any headings preceding the texts of the several Articles and Sections of the Indenture of Trust and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall neither constitute a part of this Indenture of Trust nor affect its meaning, construction, or effect. 16.6. Adoption by Local Governmental Entities and Election to Become a Participant; Resignation of Participants. a. Any Local Government Entity meeting the requirements of Section 1.2 hereof _nay become an additional Participant of this Trust by ( i) taking any appropriate official action to adopt this Indenture of Trust and (ii) furnishing the Board of Trustees with satisfactory evidence that such official action has been taken. A cosy of this Indenture of Trust may be adopted by executing a written instr ument of adoption in such form as may be prescribed by the Board of Trustees. Delivering an acknowledged copy of such instrument shall constitute satisfactory evidence of the adoption contemplated by this Section 16.6. b. Any Participant may resign and withdraw from the Trust by sending a written notice to such effect to the Chairman of the Board of Trustees and the Administrative Advisor and by requesting the redemption of all Shares then held by it. Such resignation and withdrawal shall become effective upon the receipt thereof by the Chairman of the Board of Trustees and the Administrative Advisor. No resignation and withdrawal by a Participant shall operate to annul this Indenture of Trust or terminate the existence of the Trust. 46 0 0 IN WITNESS WHEREOF, the undersigned members of the Board of Trustees acting on behalf of Participants of the Colorado Local Government Liquid Asset Trust and pursuant to the authority granted by Act Part 7, have adopted this First Amended Indenture of Trust as of the day first above written, as of which date this First amended Indenture of Trust shall take, and come into, full force and effect. E, &1