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HomeMy WebLinkAbout1989 Resolution No. 025RESOLUTION NO. <;2?5 SERIES OF 1989 A RESOLUTION AUTHORIZING THE CITY OF ENGLEWOOD, COLORADO, TO JOIN OTHER LOCAL ENTITIES AS A PARTICIPANT IN THE COLORADO LOCAL GOVERNMENT LIQUID ASSET TRUST \COLfTRUST) IN ORDER TO POOL FUNDS FOR INVESTMENT. 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 (a Local Government Entity) 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 Government Entity in order to take advantage of short-term investments and maximize net interest earnings; a nd WHEREAS, COLOTRUST 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 and Articles 10.5 and 47 of TitlP. 11 of the Colorado Revised Statutes regarding the investing, pooling for investment and protection of public fun os; anc:'I WHEREAS , the City of Englewood, Colorado, desires to participate in COLOTRUST and therefore, by a majority vote of its governing body, has passed the following resolution; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOW S : Section 1. City of Englewood hereby approves a nd adopts, and thereby joins as a Participant with other Local Government Entities pursuant t o Part 7 of Article 75 and Title 24 of the Co lorado Revised Statutes, that certain Indenture of Trust enti tled the Colorado Local Government Liquid Asset Trust (C OLOTRUST) dated as of January 1, 1985 as amended from time to time, the terms of which :.re incorporated herein by this referer,ce and a copy of wbich shnll be filed with the minutes of the mePting a t which this Resolution was adopted. Section 2. The Director of Financial Servi~es, Margaret L. Fre·eman , who is the local go vernment official empowered to invest the funds in this Local Government Entity's treasury , is hereby de1ignated the "Treasurer,• as that term is defined in the Indenture of Trust, and as such is het·eby designated our 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. Section 3, The COLOTRUST Investment Program contains two investment portfolios : COLOTRUST A comprised of U. s. Treas11ry securities and COLOTRUST B compriaed of all investments permitted by law and authorized by the COLOTRUST Board of Trustees. The "Treasurer• designated i11 Section 2 above is hereby authorized to invest in COLOTRUST I\ ""~I COLOTRUST !:. Section 4. The SEcreta.y of COLOTRUST is hereby designated as the official custodian of such funds as are deposited in COLOTRUST by the City of Englewood during such time or times as funds may be on deposit with COLOTRUST. , 0OPTED /\ND APPROVED this 1st day of May, 1989 - I, Patric id ff . Crow, City Clerk of the City of Englewood, Colorado, do hereby certify that the above and foregoing is a true and complete copy of Resolution No • .!Z,{f__, Series of 1989. Jd/it, ~a,< \Al · (A--tHJ Patricia ff. Crow COLORADO LOCAL GOVERNMENT UQVID ASSt.T TRUST INDEN11JRE OF TRUST DATED AS OF IANUARY l, 1!115 AS AMENDID OCTOBER U, 1917 RIICITALS Section 1.1. Section 1. 2. Section 1. 3. Section 1. 4. Section 1.5. Section 2. 1. Section 2.2. Section 2. 3. Section 2 .4. Section 2. 5. Section 2. 6. Section 2. 7. Section 3. 1. Section 3. 2. Section 3. 3. Section 3 .4. Section 3. 5. Section 4 . 1 . Section 4 . 2. Section 4. 3. Section 4. 4 . Section 4. 5. Section 4. 6. Section 4. 7. Section 4 .8. Section 4. 9. Section 4 .10. TABLE OF CONTENTS ARTICLE I The Trust Page Name • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • . • • • • 3 Purpose; Participant Requirements; and Changes of Incinbency . . . . . . . . . . . . . . . . . . . . . 3 Location . • • • • • • • • • • • • • • • • . • • . . . . . . . • • . . • . . 4 Nature and Indenture of Trust •.....•.•..•. 4 Definitions . • • . . • • • • • • • • • • . • • • . . • . . . . . . • . . 5 AR'l'ICLB II The Supervisory Board Members ••.••••••••••.••.••.••....••.••.... General Powers .....•...................... Investment Policy •..••..•••••...........•. Election of Board of Trustees ............ . Number of Board of Trustees .............. . Appointment of Trustee •....••••....•.....• Annual Report and ita Ratification ARTICLB III '!.'he Trustee 8 8 8 8 8 8 8 Appointment • • . . . . . . . . . . • . . • . . • . . . . . . . . . . • . 1 O General Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 O Annual Report . . . . . • . . . . . . . . . . • . . . . . • . . . . . . 10 Leg al Title . . • . . . . • • • • . . . • • • . . . . . . . . . . . . . . 1 0 Bxecution of Documents . . . . • • . . . . . • . . . . . . . . 10 ARTICLB IV Powers of the Boar<l of Trustees General .....•....•........•.............•. Permitted Investments .........••..•....•.• Disposition of Assets .....•............... Delegation; Coanittees ....•............•.. Collection ................•..•............ Payment of Bxpenses .•.....•••..•.......•.• Borrowing and Indebtedness .•..........•... Deposits ..................••.............. Valuation ....•.......•....•.•..•.•.....•.• Fi seal Year; Acee unts .....•.••••••••.....• -i- 11 11 12 12 13 13 14 14 14 14 I I i i - TABLE OF CONTENTS -Continued Section 4. 11. Section 4. 12. Section 4. 13 . Section 4. 14. Section 4. 15. Section 4. 16. Section 4. 17 . Section 4. 18. Section 4. 19. Page Concerning the Trust and Affiliates . . . . . .. 14 Investment Program . . . . . . . . . . . . . . . . . . . . . . . . 14 Power to Contract, Appoint, Retain, and Employ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Insurance . .. ..•... ... . . . . .. .. .• . . .. . . . .... 15 Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Indemnification • . . • . • . . . . . . . • • . . . . • • . . . . . . 16 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Information Statement . . . . . . . • . . . . . . . . . . . . . 16 Further Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 ARTICLE V The Investment lldvisor and the Administrative Advisor Section 5. 1. section 5. 2. Section 5. 3. Section 5. 4. section 6. 1. Section 6.2. Section 6. 3. Section 7. 1. Section 7 . 2 . section 7. 3. Section 7.4 . Section 7. 5 . Section 7.6. Section 7. 7. Se ction 7. 8 . Section 8. 1 . Section 8.2. Section 8. 3. Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Duties of the Investment Advisor .... ...... 17 Duties of the Administrative Advisor . . . . . . 18 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ARTICLE VI Investments Statement of Investment Policy and Ob j ective . . . .• . . .. .. . . . . ... . . .. . . .• . . .. . . . 19 Restrictions Fundamental to the Trust ..... 19 Amendment of Restrictions . . . . . . . . . . . . . . . . . 20 ARTICLE VII Limitations of Liability Liability to 'lllird Persons ................ 21 Liability to the Trust or to the Part1c1pants . . . . . . . . . . . . . . . . . . . . . . . . . . . . • . 21 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Surety Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 •\pparent Authority . . . . . . . . . . . . . . . . . . . . . . . . 2 3 Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . 23 Reliance on Experts, Etc. . . . . . . . . . . . . . . . . . 23 Liability Insurance . . . . . . . . . . . . . . . . . .. .. . . 24 ARTICLE VIII Interests of Participants General . . . . . . . . . . . . . . . . . . . . . . . . . . • . . . . . . . . 25 Allocation of Shares . . . . . . . . . . . . . . . . . . . . . . 25 Evidence of Share Al location . . . . . . . . . . . . . . 26 -ii- TABLE OF CONTENTS -Continued Section 8. 4 . Section 8. 5 . Section 8 . 6 . Section 8. 7 . Section 8.8. Section 9.1. Section 9. 2. Section 9 . 3. Section 9. 4. Section 9. 5. Section 9. 6. section 10. 1. Section 10.2. section 10. 3. Section 10.4 section 10. 5. section 10.6. Section 10. 7. Section 10. 8 . Section 10. 9. Section 10 . 10 . Section 10 . 11 . Section 11.1. Section 11. 2. Section 11. 3. Section 11. 4 . . Section 11 . 5. Section 11. 6 . Section 11. 7 . Redemption to liaintain Constant Net Asset Value • . . . . • . . • . • • . • • . . . • . . • . . . . • . . . . 26 Red empt ions • . • • . • . . • . . • • • • . . . . • • . • . . . . • . • . 2 6 Suspension of Redemption; Postponement of Payment • • . . • . • . . . . • • . • . • . . • . • . . • . . • . • . . 26 Minimum Redemption . . • . • • . • • . • • • . • . . . . • . • . • 27 Defective Redemption Rl!queatl . . . . . . . . . . . . . 27 ARTICLB IX Record of Shares Share Register . • • • • • • • • • • • • • • • • • . • • . • • . • . . 28 Rl!giatrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 owr,er of Record • . . • . • • • • • • • . . • • • . • • • • • • • . • 28 No Transfers of Shares • • • . . • . • • . • . . • • • • • . . 28 Limitation of Rl!!aponaibility •••••••••.••.. 29 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 ARTICLB X Participants Exercise of Participants' Rights . . . . . . . . . . 30 Voting • • • • • • . . . • • • • . . • . . • • • . • . • • . . • . • . . . . • 30 Annual Vote of the Supervisory Board .•.... 30 Right to Initiate a Vote of the Participants . . . . . . . . . • . • • . . . . • . • . . . . . . . . . . 30 Inspection of Records . . . . . . . . . . . . . . . . . . . . . 30 Meetings of the Supervisory Soard ......... 31 Notice of Meetings . • . . . • . . . . • . . . • . . . . . . . . . 31 Proxies . . . . . . . . . . • . • . . . . . . . . • . . . . . . . . . . . . . 31 Record Date for Meetings and Votes . . . . . . . . 31 Number of Votes . • • . . . . • . . . . • . . • • . . . . . . . . . . 32 Reports . . . . . . . . . . . • • . . • . . . • . • . . . . . . • . . . . . . 32 ARTICLE XI Trustees and Officers N1111ber and Qualification ...•.••..........• Term and Election ..•...................... Resignation and Removal .......•..........• Vacancies .......................•........ Meetings ...••..•...............•.......... Officers .............................•.... By-Laws •..•.............••...•..•.....•..• -iii- 33 33 34 35 35 36 37 I I I I ~ , TABLE OF CONTENTS -Continued ARTICLE XII Deter'llinati on of Net Asset Value and Net Incane; Distributions to Participants Section 12. 1. Net Asset Value . . . • . . . • . . . . . . • . . . . . . • . . . • . 38 Section 12 .2. Constant Net Asset Valuei Reduction of Allocated Shares • . . • • . • • . . . . . . . . . . . . . . • . . . 38 Section 12.3. Supplementary Distributions to Participants • . • . . • . . • . . • • • • . . . . . . . • • • . • • . . 39 Section 12.4. Retained Reserves ....•.•..........•..••••• 39 Section 13. 1. Section 1 3. 2. Section 13.3. section I 3. 4. Section 14. 1. Section 15 . I . Section I 5. 2 . Section 15 . 3. Section 16. 1. Sect i on 16. 2. Section 16.3. Section 16 .4 . Section 16.5. Section 16 . 6 . EXECUTION ARTICLB XII Custodian Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • • . . • 40 Appointment . • . • • . • . . . . • . . • . • • . • . . • . • . . • • • • 40 Sub-Custodians . • . . . . • • . . . • . . . • . . . . . • • . • . . • 40 Successors • • • . . • • • . • • . • . • . • • • . . . . • • • • . • • • • 40 ARTICLE XIV Recording of Indenture of Trust Recording ARTICLB XV Amendment or Termination of Trusti Duration of Trust Amendment or Termination ..••...........••. Power to Effect Reorgan i zation ......•..... Duration •........................•........ ARTICLB XVI Miscellaneous Governing Law ..........................•.. Counterparts ......•...........•........... Reliance by Third Parties ..•.............. Provisions in Conflict with Iaw .......... . Gendeq Section Headings ................. . Adoption by Local Government Entities and Election to Become a Pa r ticipanti Resignation of Participants .............. . -iv- 41 42 43 44 45 45 45 45 46 46 47 THIS FIRST AMENDED INDENTURE OF TRUST, dated as of , 1987, adopted by the Board of Trustees of the Colorado Local Government Liquid Asset Trust. WIT NBS SB T ff: WHBRBAS, an Indenture of Trust exists, dated as of January 1, 1985, by and between Alameda Water and Sanitation Dis- trict, the City of Lafayette, the City of Lakewood, Eaton School Dlatrict, Montrose Recreation District , Peyton School District, and Upper Bsgle Valley Consolidated ~.nltatlon District, each of vhich la either a city, a county, a city and a county, a town, a acho,,1 dilltrict or a special district, or other political subdi- vlalo1' of the atate, or department, agency, or instr1111entality thereoi, or any political or public corporation of the state, and each of which la a public body politic, duly organized and exist- ing under the Constitution and lava of the State of Colorado, hereinafter referred to as the "Initial Participants• and the "Initial Board of Trustees,• and WBBRBAS, that Indenture of Trust was adopted pursuant to the provision ■ of Part 7 of Article 75 of Title 24, Colorado Revised Statutes ("Act Part 7"), whereby any county, city and county, city, town, school district or special district, or other politi- cal aubdivlsion of the state, or any department, agency, or lnstr111entallty thereof, or any political or public corporation of the state (a "Local Government Entity" or "Entities") are authorized to pool any money■ in the treasury of such Local Gover1111ent Bntlty, which are not immediately required to be dls- bur ■ed, vith the same such moneys in the treasury of any other Lncal Government Bntlty in order to take advantage of short-term lnve ■tments and maximize net interest earnings; and WBBRBAS, it is the intent and purpose of this First Amended Indenture of Trust pursuant to Act Part 7 to invest the pooled fund ■ in only those legal investments for governmental units as provided by Part 6 of Article 75 of Title 24, Color a Revised Statutes ("Act Part 6"), and that such pooled funds will be invested and protected in accordance with Articles 10.S and 47 of Title 11, Colorado Revised Statutes (the "Public Deposit Protection Acta"); and WHBRBAS, it ls proposed that the beneficial interest in the &ssets of the trust fund created pursuant to the provisions of this First Amended Indenture of Trust shall be divided into non- transferable shares of beneficial interest, which shall be evi- denced by a share register maintained by the Board of Truste~s; and WHEREAS, the Participants anticipate that other Local Government Entities of the State of Colorado ~ay wish to beco~e Participants by adopt i ng this Pirst Amended Indenture of Trust and thus becoming a party hereto; and WHEREAS, the Board of Trustees has in good fa i th 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 th i s First Amended Indenture of •rrust does not change any right ,1 with respect to any ·allocated Shares of the Trust by reducing the amount payable thereon upon liquidat i on 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 asse ssments upon Participants , NOW , THEREFORE, in consideration of the mutual prC111ises, covenants and agreements contained herein, the parties hereto, now and hereafter added pursuant to the provisions herein, mutu- ally undertake, prom i se 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, pr i ority or distinction among such holders, and subject to the terms, covenants, conditions, purposes and provisions hereof as follows: 2 1.1. ~- ARTICL E I The Trust a . The name of the common law trust created by this Indenture of Trust shall be "Colorado Local Gover1111ent 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 doc1111enta 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 activ i ties under such designation or name. '!he Board of Trustees shall take such action a ■ 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 I ,c umbency . 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 immed i ately required to be disbursed, with the same such moneys in the treasury of any other Local Government Ent i ty in order to t ake advantage of short-term investments and maximize net interest earnings i n 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 adopt ed this Ind e nture 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, ch i ef financ i al officer, or other local official who is empowered t o invest local funds of eac h Local Government Entity as provided in the "Resoluti on" as adopted pl,r ~uant to this Section 1.2 hereof . Such Treasurer shall be the legal representative to act for and on behalf of each respective Local Government ~~tity which is a Participant for purposes of this Indenture of Trust and as such shall be a member of the Super- visory Board . c . Each Local Government Entity adopting and executin9 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 Tr ·~stees may rede ··m 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 invest.nent of such Par- ticipant shall not be redeemed without such Participant's c onsent. 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 Bntity 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 tim e determine . The initial office of record of the Trust shall be: COLOTRUST, 1125 Seventeenth Street, Suite 1700, Den v er, Colorado 80202 . The office of record may be changed from t i me to time by resolution of the Board of Trustees, and notice o f such change of the office of record shall be given to each Part ~cipant. 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 g e neral partnership, limited partnership, joint venture, corporatio n, 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 indefin i te te r m regarding the deposit, redeposit, inv estment, reinvestment and withdrawal of local government funds within the meaning of Act Part 6, Act Part 7, and the Public Deposit Prot.e,ction Acts . 1.5. Definitions. As used in this Indenture of Trust, the following terms shall have the following meanings unless the context hereof othe ~wise requires: "Act Part 6° s hall me11n Part 6, Article 75 of Title 24 of the Colorado Rev ined Statutes as heretofore amended, and as the same may be amended from time to time. "Act Part 7" sha ll 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 refe r red 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 Tr •~st, 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 offic~r, director, partner or employee of such person. "Board of Trustees• shall mean the Board elected by the !'l upervisory 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 "'.!be Board of Trustees, as Trustee"). "COLOTRUST" shall mean the Colorado Local Governm~nt Liquid Asset Trust as established and governed by this doc1m1ent, sometimes herein referred to as the "Trust." •custodian" shall mean any person or persons appointed, employed or contracted with by the Board of Trustee s on behalf of the Trust under the applicable provisions of Section 13.2 hereof. "Custodian Agreement• shall mean the agreement between the Board of Trustees on behalf of the Trust and their Custodian referred to in Section 13. 1 her e of a~ the same may be a,nended from time to time. "Indenture of Trust• shall mean this Fi rgt hmended :nd~nture of Trust as amended, restated, or modified from time to time. References in the Indenture of Trust to "Indenture,• "hereof,• "herein,'' "hereby,• and "hereunder• shdl be deemed to refer to the First Amended Indenture of Trust and shall not be lien ited 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 doc1111ent or doc\lllents adopted as such by the Board of Trustees and distributed by the Trust to Participants and potential Participants of the Trust as the s ame 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 o& 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 Goverl'l!lent Bntities• 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 instr1111entality thereof, or any political or public corporation of the State of Colorado. "Participants• shall mean the Local Government Bntities which are the Participants as of the date th-is First Amended Indenture is adopted and the Local Government Entities whir.h 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 paragrnph ( b) of Section 4. 2 hereof. "Person• shall mean · 1d 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 Artic"t',s 10. 5 ana oi7 of Title 11 of the Colorado R"' is(.-d Statutes as heretofore amended, and as the same may be a-r,en c .:•d from time to time. "Share" shall mean the unit us e d to denominat e and measure the respective £!:2_ rata beneficial interests of the Participants i n the Trust Propertyas described in Article VIII . "Share Register" shall mean the register of Shares maintained pursuant to Article IX hereof. •supervisory eoard" shall mean the group of Tr oasurers of each Part i ci pant, vested with the authority to supervise the Trust, elect the eoard of Trustees, appoint the Trustee, and review and appr oval or disapproval of the Annual Report, all as more fully descr i bed 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 co11111on 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 o r 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 •rrustees which is appointed to be the fiduciary of the Trust pursuant to Article III hereof. •vote of the Supervi s ory Board" shall mean the vote by written ballot submitted to the supervisory eoard 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 frrm so that the fa i lure to return the ballot shall constitute a •?te to approve the question sutJnitted. The ballots shall be deemed to have been received by each Partic i pan t five days from the date of mailing . 7 I ~ I I ARTICLE II The supervisory Board 2. 1. Members . The members of the Supervisory Board shall be the Treasurerof each Participant . 2.2. General Powers. Subject to the rights of the Participants as provided herein, t~e 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 establisltnent of the invest- ment policy of the Trust as aet 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 T,ust 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 permitt~d 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 of Trustees as provided for in Section XI hereinafter. 2.5. Number of Board of Trustees. The Supervisory Board may by a vote of the Supervi s ory Board adjust the number of the members of the Board of Trustees ae 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 Re~rt and Its Ratification . A copy of the Annual Report shall e given to each member of the Supervisory Board . Each Treasurer shall review the Annual Re po rt for the purpose of det e rmining that investments made for the Trust have b e en and are in co,nplianc e with the investment poli c y established in this Indenture of Tru s t by the Supervisory Board . The annual report, together "ith a ballot authoriz i ng a vote of the Super- visory Board for the approval or d i sapproval of all or any por tion of the annual report, shall be mai l ed b y first-class ~ai l to each memb er wit hi~ sixty-five (~SI days after the end of th e fiscal year. For purposes of this provision, t he annua l repo r~ and the ballot shal l be deemed to have been received S days from the date of mailing. Wi thin fifteen (15) days from the Par tici- pants' receipt of the annual report, each Treasurer may sut:rnit 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 t h t 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 eoard shall have disapproved all or any portion of said report . I\RTICLF. Ill The Tr u,atee 3. 1. l\~pointJnent . The Board of Trustees shall he th e Trustee oft e Trust and in this fiduciary capacity shall he referred to as the "Board of Trustees as Trustee" or the "Trustee." 3 .2 . General Powers. 'Ille 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 sub,nit 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 Treas'>rer'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 . Le •1al Title. Title to all of the Trust Property shall be vested in ~he Trustee on behalf of the Participants who shall be the beneficial owners and be held by and transferred to the Trustee. 'Ille Trustee shall have full and complete power to cause legal titl e to any Trust property to be held, on behalf of the Participant~, by or in the name of the Trust, or in the name of any other Per son as nominee, on such terms, in such manner, and with such powers as the Trustee may det e rmin e , so long as in its judgm e nt the inte rest of the Trust is ad eq uately protected. 3. 5. Execution of Docunents . All docunents or instrunents which require the signature of the Trus tee shall be signed by th e Chair;11an of the Board of Trustees as Trustee , or by such other person as so designated by resolution of the Board of Trustees. 10 IIRTICLE IV Powers of the Board of Trugtees 4. 1. General. Subject to the rights of the Participants as provided hereI'ii";the Boa rd 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 •rrust. 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 circiinstances 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 t il e interests of the Trust and the Participants. 4.2. Permitted Investments. Th e 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 investmP.nt program for the pooling of surplus funds of Local Governm e 11 t Entities to take advantage of short-term investment :; and maximize 11 et interest earnings; and b . for such consideration as t.hey 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 instriinents 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.merica 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 FerleraT"D'?pos1t Insurance Corporation o:· 11 the Federal Savinqs and Loan Insurance Co rporation; or if not so insureil, such deposit may only be mad e in an El ig iblr Public lleposito :y and prope rly collateral ize d in accordance with the Colorado Public Deposit Protection Acts; ( iii) Notes or bonds sec ,,red by ,.,orqage or trust deed insured pursuant to Title II of the "National Housing Act," obligations of n~tional mort- gage associations or similar creilit institutions orga- ni?.ed under Title III of the "National /lousing 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 instr1111ents 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, thr purchase and sale of Permitted Investments . 4.3 . Disposition of Assets. Subject in all respects to l,rticle VI hereof, the Board of Trustees shall have full and complete powe r to sell, exchange, or otherwise dispose of any and ail Trust Property free and clear of ~ny and all trusts and restrictions, at public or privat P ,;le, for cash or on term•. with or without advertisement, and subject to such restricti on s, stipulations, agreements and reservations as they r"all deem proper, and to execute and deliver any deed, power, assignment, bill of sale, or other instrument in connection wi th the fore- going including giving consents and making contracts relating to Trust Property or its us e. 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, a nd the invest- ment and disposition o f the Trust Property), to dele<Jate from time to time to such one or more of their number (who ,nay be designated as constitu t ing a Comnittee o f the Board of Trustees) 12 the Federal Savings ,rn cl Loan Insur a nc e Co rporation; or if not so insure<l, s uch deposit may only be mad e in an Eligible Pllblic flepository and proper ly c ollate ralize d i n a ccordance with the Colorado Publi c Deposit Protection Acts; (iii) Notes or bonds secur e d by ~o r t 3ag e or trust deed insu r ed pursuant to Title II of the "National Housing Act ," obligations of n3tional mort- gage associations or similar cre<lit inst i t11tions o rga- nized under Title III of the "National llousing 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 ti1c re 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 i nstr1111ents now permitted by the provisions of Act Part 6, Act Part 7, and the Publi~ Deposit Protection ~ct s or any other applicable sratutes or hereafter permitted by reason of the amendm ,ant or the adoption of any other appli- cable statute as a pa rt of the Colorado Revised Statutes . c. to c~ntract fnr, and enter into dgreements with respect to, the purchase and sale of Permitted Investments. 4.3. Disposition of Assets . Suhject in all respects to A, •.i .,le VI he reof, the Board of Trustees shall have full and c omp l ete power t o sell, e xcha nge, or otherwise clispose of any and all Tr ust Property f :·ee and clear of any and all trusts and restrictions, at public or private s ale, for cash or on terms, with or without advertisement, a nd s ubject to such restrictions, st i pu l ati ons, agreements and res e rva ti ons as t he y shall deem pr oper, and t o execute a nd deliver any deed, power, assignment, \J i ll of sale, or other instrument in connection wi t h the fore- going including giving ~o nsents and making contracts relating to Tru st Property or its use . 4.4 . Delegation; Committees. Th e Board of Trustees shall have full and complete power (consistent with their admin i s- tration of the Trust, the conduct of its a ffair s , and the invest- ment and disposition of the Trust Property), to delegate from time to ti"le to s uch one or more of their numb e r (who ,nay be designated .~s co nstituting a Committee of the Board of Trustees) 12 or to officers, employees or agents of the Trust (includin~ without limitation, the Administrative Advisor, the Investm ~nt Advisor, and the Custodian) the doing of such acts and thin,i s ,11 ,u the execution of such instr001ents either in the name of the Ro d rn of Trustees or as their atto r ney 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 lloard of Trustee s shall have full and complete power: (i) to collect, sue for, r e ceive and receipt for all si:,ns of money or other property due to t he Trust; (ii) to consent to extensions of the time for payment, or to the renewal of any securities, investments or obligationG; (iii) to engage or intervene in, prosecute, defend, compromise, abandon or adjust by arbitration or otherwise any actions, suits, proceedings, dis- putes, clai111s, demands or things relating to the Trust Property; (iv) to foreclose any collateral, security or instrwnent securing any investments, notes, bills, bonds, obligations or contracts by virtue of which any swns 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, conmittee, voting trustee ~r other person any securities, investmen ts 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 i nterests 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 ent e r into releases, agreements and other instr1111ents; and (ix) to pay or satisfy any debts or claims upon any evidence that the Board of Trustees shall deem sufficient . 4 .6 . Pareent of Expe nses. The Board of Trustees shall have full and comp~te power: ( :) to incur and pay any charges or e xpenses which in the opinion of the Board of Trustee s are neces- sary or incidental to or proper for carrying out any o f the pur- poses of this Indentur e o f Trust; (ii) to reimburse others for the payment therefor; and (iii) to pay appropriate compensation or fees from the funds o f the Trust to Pe rsons with who,n the Board of Trustees has contracted or transacted business . Th e Board of Tr us tees shall fix the compensation, if any, of all officers and employees o f the Trust. The members of the Board of Trustees shall not be paid co,npensation for their general s e rvices as such . The members of the Board of Trust e es may pay themselves or any one or more of themselves reimbursement for expenses reasonably incur red by themselv e s or any one or inore of themselv e s on behalf of t he rrust. 13 I I I I ~ I I 4 . 7. Borrowing an d Iod e bte .Jness. Th r, lloa r d o f Tru stee·, shall not have the power to borrow money o r incur inde btedn e ss on behalf of the Trust, o r authorize the Tr"s t to bor r o w mon e y or incur indebtedness e Kc e pt as authorized in Section 6. 2( iii). 4. 8. Deposits . To e iloar ,i of Tru s te es s hall hav e full and complete power to deposit, in such mann e r a s may no w and he re- after be permitted by law, any ,noneys or funds included in th e Trust Property, and intended to be used for the pa)fflent of eKpenses of the •rrust, the Board of •rrustees or the Trustee , with one or more banks, trust co,npanies or other banking institutions whether or not such deposits will draw interest . Such deposits are to be subject to withdrawal ir 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. Fi scal 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 S~ction 4 . 10, the fiscal year of the Trust shall terminate on December 31 and co~nence 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 fr om and to the Custodi.~n or an Affiliate of the Custodian . 4 . 12. Investment Pro~ram . The floard of Trustees shall use their best efforts to obtai n throu,h the Investment Advisor or other qualified persons, a continuing and suitable invest,nent pr09ram, consistent with the invesbnent policies and objectives of the Trust set forth in Articles II ,nd IV of this Indenture of Trust, and the Board of Trustees shall be responsible for reviewing and approving or rejecting the investment program 14 presented by the Investment Advisor or such other Persons. Subject to the provisions of Section 4 .4 anrl Section 5 .1 hereof, the Board of Trustees ,nay delegate functions arising under this Section 4 . 13 to one or more of their members or to the Investment Advisor. 4 . 13. iower to Contract 1 Aproint 1 Retain 1 and &nplo~. subject to the prov1s1ons of Seeton 4.4 and Section 5. 1ereof 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 t.he Trust with any Per son of suitable qualifications and high repute ( including any corporation, partnership, trust or other e ntity c,f which none may be an Affiliate) as the Board of Trustees may d"J rnn necessary, or desirable for the transaction of the affairs of ti~ Trust, inc u i ng any Person or Persons who, under the su~~rvision 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 decis1uns 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 con~ultants, accountants, technical advisors, attorneys, broker1, under- writer~, corporate fiduciaries, escrow agents, dep,sitaries, 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) inv e s- t i gate, select, and, on behalf of the Trust, conduct relations with Persons acting in such capacities and pay appropriate fe e s 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, negotiat~d, 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 'nvest- 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 •he 'trust as may be agreed upon with the Bo rd of Tr us tees . 4 . 14. Insurance. The Board of •rruatees shall have full anp 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 Truste es , officer, employee and agent, including 15 any action talcen o r o,nitt e d that :nay be d~te nnin e rl t o co r1 s t.itut~ negligence, whether or not the Trust would hav e t he pow e r to inde 'llnify such Person dyainRt s •,c h liabilit )'. 4.15 . Seal . The Board of Trustees shall have full and co:nplete powerto 3dopt and usP. d seal for the Trust, bllt, unlP.ss otherwise required by the Board of •rrustees, it shall not be necessary for the seal to be placed on, and its absence shall not impair the validity of, ttny doc1.r11ent, instrunent, or other paper executed and delivered b 1 or on behalf of the Tru st. 4.16. IndePmificati on. In addition to the mandatory indemnification ,•~vided tor in Section 7 .3 hereof, the Board of Trustees shall 1. , full and complete power, to the extent per- mitted by applicable laws, to indemnify or enter into agreements with respect to inc:h.mnl fication with any Person with whom the Trust or the lloar o/. 1 r ustees has dealings, including, without limitation, the Inves \.,,1ent Advisor, the Administrative Advisor, and the Custodian, to such extent as the Board of Trustees shall determine. 4.17. Rc ,nedies .. Notwithstanding a n y provision in this Indenture of Trust, 11hen the Board of Trust.ees deem that there is a significant risk that an obl 5g n r t•, the Trust may default or is in default under the terms nf a ~v o \l ligation to the Trust, the Board of Trustees shall have i a I : :, .,d complete power to pur- sue an :r remedies permit.ted by law ,ih i,-.,,, in +;heir sole judgment, are in the interests of the Trust, a ,;d the Board of Trustees shall have full and com p lete power •;o enter into any investment, commitm •~t or obligation of the Trub t resulting from the pursuit of such remedies as are necessary or desirable to dispos,,. of property acquired in th•· pursuit of such re,nedies. 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 co amend or supplement the same from time to time . 4.19. Further Powers . Th e Board of Trustees shall have full and complete power to take all such actions, do all such matte rs and things and execute all such instruments as they deem necessary, proper, or d e sirable in orde r to carry out, promote or advance the interests and purposes of the Trust although such actions, matters, or things are not herein specifically men- t ioned. Any determination as to what is in the best interests of the Trust made by t he 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 Boarn of Trustees shall not be required to obta i r any court or d er o deal with the Trust Property. 16 ARTICLE V The Investment Advisor and the Administrative Advisor 5. 1. Appointment . The Board of Trustees is responHible for the investments of the Trust consistent with the investment policy established in this Indenture of Trust by th~ Supervisory Board and for the general administration of the bw ,nesa and affairs of the Trust conducted by the officers, a~"nt s, employ- ees, investment advisors, administrative advisors , di o tributors, or independent contractors of the Trust . Howeve r, memb •a rs of the Board of Trustees are not required personal ly to conduct all of the routine business of t he Trust and, cons istent with their responsibility as stated herein, the Board ~r. Trustees may appoint, employ, or contract on behalf of the t 'ru at with the Investment Advis~r as an investment advisor to the Bv~rd of Trus- tees, and the Administrative Advisor as an administrative advisor for the Trust and may grant or de l egate such authority to the Invesbnent 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 Ad:ninistrative Ad1isor, as the Board of Trustees m~y , 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 se,ve jointly as Investment Advisors and as Admin st rative Advisors . The same person may serve simult~ne- ously as ,he Administrativ e Advisor and as the !nvestmer1 t 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 he re by appointed as the Administrative Advisor and as the Investment Advisor to the Board o f Trustees. 5.2. Duties of the Investment Advisor. The duti e s of the Investment Advisor shall bt! those set 2 orth in the Inv e st,nent Advisory Agreement to be e ntered into between the Board of Trus- tees on behalf of the Trust and the Investment Advisor . Such duties may be modified by the Board or Trustees from time to time by the amendment of the Investment Advisory Agreement. Subject to Article VI hereof, the Boar1 of ~rust ee s ma y authoriz~ the Investment Advisor to e ffect purchases, sa les, o r exchanges of Trust Property on behalf nf the Bo ard of Trustees or may author- ize any officer, employee , agent or member of the Board of Trus- te es to effect suc h purchases, sales, or ex changes pursuant to recommendations of the Invesbnent Advisor, all without further act ion by the Board of Trustees. Any and all of such purchases, salP.s, and exchang e s shal l be deemed to be authorized by the Boa ril of Trustees. The Investment Advi sory Agreement may author- ize the Investment Advisor to employ other persons to ass1st it in the perfo~nance of its ~uties. The Investment Advisory 17 ft e i Agreement shall provide that it ma y be t e rminated at the en j o f any fiscal year without ca use and without the pa:r,n e nt of any penalty by the Board of Truste es on sixty (~O) days' writte n notice to th e Investment Advisor. 5. 3. Duties of the Administrati,·e Mvisor. 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 Advi s or . 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 Ad visor to employ other persons to assist it in the performance of its duties. '.l'he Administrati on Agreement shall provide that it may be terminated at the end cf any fiscal year without cause and without the payment of an '/ 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 oosition 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- i strative Advisor . 18 ARTICLE VI I nvestments 6. 1. Statement of Investment Polic ·and Ob ective. Subject to the prohib tions an restrict ons conta ne n Sect on 6.2 hereof, the general investment policy and object i ve 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 Invest~ents 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. Notw ithstanding anything in this Indenture of Trust which may be deemed to authorize the contrary, the Board of Trustees: (i) Ha y not make any investment other than investments authorized by the Act Part 6, Act Part 7, the Public Deposit ~r c tection Acts, or any other applicable provisions of law, as the same may be amended from time to t i me, all as herein defined as Permitted Investments; provided, however, the Board of Trustees and the Trust. shall not"5eresponsible to comply with investment restrictions provided in a Participant's Home Rule Charter, if such investment restrictions are mor e restrictive than those provided by Colorado State law as provided in this Section 6.2(i); (ii) Hay not pur ,ahase any Pe rmitted Inve s tment which has a maturity date mo r e than one year from the date of such purchase. Provided, however, such a purchas e may be mad e if, at the time o f pur c hase , it i s s ub j ect 1:0 an i rr e vo cable agr e eme nt by a Responsible Person to repurchase such Permitt e d In v e sti;,e nt fr om t he Trust within o ne (1) ye a r. For pu r poses of this c la use , a Permitted Investment shall b deemed t o matur e on the da y on whi c h the Trust is ob l i gated to se l l suc h Pe rmitted Inv e s tm en t bac k to a Respons i bl e Pe r so n o r on t he da y on whi c h the Trust may ex<c r c ise i ts r i g hts und e r the agreenen t to r e ~rn ir e th e purc ha se o f suc h Pe ri nitte d In vestme nt b y a Re spon s ible Pe r so n; ( iii) May not borrow mo ney or incur indebtedness wheth e r or not the p ro c e eds thereof are 19 intended to be used to pu rc hase Permitted Investments, e xcept as a temporary measure to facilitate withdt'awal requests which mi g ht otherwise require unsr.heduled disposition s of portfolio investments and only a s and to the extent perTiitted by law; (iv) May not make loans, unless such loans are Permitted Investments; (v) May not hold or pr ,vide for the custody o! any Trust Property in a manner not authorized by law or by any institution Jr Person not authorized by law; and (vi) May nut purchase securities or shares of investment companies or any ent i.ties similar to the Trust . For the purposes of this Section 6.2, the phrase • Responsible Person• shall mean a Person listed on the Unitetl. States Treasury Department List of Primary Dealers or any e(jui .. valent successor to such list, or a savings and loan or a bank which is organized and existing under the laws of the United States of America or any state thereof and which has assets in excess of $500,000,000. r .3. Amendment of Restrictions . The restrictions set forth ~n Section 6.2 hereof are fundamental to the operation and activities of the Trust and may not be changed without the affir- mative vote of a majority of the Supervisory Board, except that such restrictions may be changed by the Board of Tr ustees so as to make th'ffl more restrictive when necessary to conform the investment ,>rogram a nd activities of the Trust to the laws of the State of Colorado and the United States of llmerica as they may from time to t ime be amended . 20 ARTICLE VII Limitations of Liability 7. 1. Liability to Th1 1 Persons . No Treasurer shall be subject to any personal liability wha tsoever, in tort, contract or otherwise to any other Person or Pe r~ons in connection with Trust Property or the affairs of the Trust . No member of the Board o ( Trustees, officer, employee, advisor, consultant, or agent M' the Trust shall be subject to any personal liability wha t 8oe ver in tort, contract or otherwise, to any other Person or Per~on~ 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 neglic1ence or reckless disregard of his duties or for his failure to act in good faith in the reasonable belief that his action wa~ in the best interests of the Trus t . The Invesonent Advisory Agreem.,nt and the Administration Agreement shall provide for the personal liability of the Investm·~nt Advisor or the Administn,l:ive Advisor, as the case may be, f.or its willful or negligent failure to take reasonable measures to restrict invesonents of Trust Property to those permitted by law and this I ndenture of Trust. All such third Pe rsons shall look solely to the Trust Property for satisfaction of claims ~f any nature arising in connection with the affairs of the Trust . 7. 2. Liability to the Trust or t o ·the Participants . No member of the Board of Trustees, off1cer, employee, adv1sor, consult ant, or agent o f the Trust shall be liable to the Trust or to any Participant, member of the Board of Trustees, officer, employee , -ad visor, consultant, or a gent of the Trust for any action or failure to act (including, without limitation, the failure to com pel in a,•1 way any former or acting meml>er of t he Board of Trustees to redress any breach of trust) exce9t fo r hi s own bad faith, willful misfeasance, gross negli,ence, or reel .. e l!s disregard of his duties . The Investment Advisory Agreement and the Administration Agr e ement shall provide f o r the pt,rsonal liability of the Investment Advisor or the Administra ~ive Adviso r , as the ~.-«e may be, for its willful or negligent failure to take reasonable ,easures to restrict investments of Tl:ust Property to those permitted by law and this Indenture of Trust . The provisions of this section 7. 2 shall not limit the l.iability of any agent (incl in ing, without limitation, the Investllent 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 intended to be used to purcnase Permitted Investments, except a s a temporary measure to facilitate withdrawal requests wh ich mi9ht otherwise require uns<:heduled disposit i ons of portfolio investmP.nts and only as and to the extent pernitted by law; (iv) May not make l oans, unless such loans arc· Pe m i tted Investments ; ( v) May not hn ld or p r ovide for the custody of nn y Trust Property i n a manner not authorized by law or by any institution or f e rson not authorized by law; and (vi ) May nu r>urchase securities or shares of investmen t com panies or any entities similar to the Trust. For the purposes of this Section 6. 2, the phrase · ·.-e s ponsibh r---,son" shall mean a PPrson listed on the United ~•.ates Treasury Department List of Primary Dealers or any equi- valent successor to such list, or a savings and loan or a bank which is organized and existi 11g under the laws of the United States of America or any state thereof and which has assets in excess of $500 ,000,0 00 . 6.3. Amendment of Restrictions. The restrictions set forth in Section 6.2 hereof are fundamental to the operation and a c tivities of the Trust and may not be changed without the affir- mative vote of a majority of the Supervisory Board, except that such restrictions may be changed by the Board of Trustees so as to make them more restrictive when necessary to con f orm the investment program and activities of the Trust to the laws of the State of Colorado and the United States of J\merica as they may from time to tim e be amended. 20 ARTICLE VII Limitations of Liab i l i ty 7 . 1. Liability to Third Persons . No Treasurer shall be subject to any personal liability whatsoever, in tort, contract or other vi se 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, adv i sor, consultant, or agent of the Trust shall be subject to any personal liability whatsoever in tort, c o ntract or o t herwise, to any other Person or Persons in connect i or vith Trust Pr o porty or the affairs of the Trust, except that eA e;lt shall be personally liable for his bad faith, willful misconduct, gross negligence or reckless disregard of his duties or for his failure ~o act in good faith in the reasonable belief that his acti~n was in the best interests of the Trust. The Investment Adv i sory Agreement and the Admi~istration Agreement shall provide f or the personal liability of the Investment Advisor or t he Administrative Advisor, as the case may be, for its willful or negligent fail ure to take reasonable measure ~ to restrict invesbnents of Trust Property to thos<: permitted b:, law and this Indenture of Trust . All such thirrl Persons shal l l ook solely to the Trust Property for s,:Usf action of cl.,im s o f any nature aris i ng in connection with t he affa ir s of the '\'r us t . 7.2. Liability to the Trust or to the PArt i c i pants . No member of the Board of Trustees, officer, em ployee, advisor, consultant, or agent o f the Trust shall be liable to the Trust or to any Participant, member of the Board of Trustees, o f ficer, employee, advisor, consultant , or agent of the Trust for any action or failure to act (including, without limitation, the fa i lure to cooipel in any wa y any former or acting member of t he Board of Trustees to rrd rPss any bre ach of trust) except for his own bad fa i th, wil lf ul i,,s,feaaa nc e , gross negli;enc e, or reckle s s disregard of his duties_ The Investmen•; Advisory Agreement and the Administration 11gr e ement shall provide for the personal liability of the Inv e stment Advisor or the Administrative Advisor, as the case may be, for its willful or negligent failure to take reas~nable me a sure s to restrict i nvestments of Trust Property t o those permitted by law and this Indentur e of Trust. The provisio~s of this Section 7 .2 shall not limit the liability of any agent (l nclooing, witho ut limitation, the Investment Advisor, the Administrative Advisor, and the Custodian) of the Tr ust with respect t o breaches by it of a contract between it and the Board of •rrustees . 21 7.3 . Indemnification. a. The •rrust 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 rece iv e s ue ~ indemnification, against all liabilities and expenses ( i nclud , •J , without limitation, amounts paid in eatisfaction of judgs,'!n ts, in compromise or as fines and penalties, and counsel fees) rt ·- sonably incurred by him in connect ion with the defen;i,:-Jr ·:li-:,,x1·• sition of any action, suit or other !J r !.'>!'!ding by d i ·rr u..,,. or any other Person, whether civil or criminal, in whic h' ,.,, r, ••~ be involved or with which he may be threatened, while in ,,t : :ce or thereafter, by reason of his being or having been such a ~Ember of the Board of Trustees, officer, employee, advisor, co,1sult1u.t , or agent, except as to any matter as to which he shall hll ve bei.n adjudicated to have acted in bad faith or with willful misfea- sance or reckless disregard of his duties or gross negl .1.gence or, in the case of the Investment Advisor or the Adminl.strative 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 m1tter 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 expenaoa 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 ~he 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 indemnif ,cation. b. Any action taken by, or conduct on the part of, the Custodian, the Investment Advisor, the Adlllinistrative Advisor, a member of the Board of Trustees, an officer, a.• ,.,ployee or an agent of the Trust in conforaity with, or in go ~ faith reliance upon, the provisions of Section 7 .7 hereof shal ,ot, for the 22 purpose of thi s lnd e nt ,,r,, 0f Tr us t (lnclu,Jin'), without limitation, Se ct i o ns 7 . 1 and 7 . 2 a nd this Se ction 7 .31 constitute bad faith, willful misf e asance, gro ss neg l i Je nce or rec kless disregard of his duties . 7 .4. Suret6 Bonds . Ho me,nber of the lloard of Trustees shall, as such,e obligated to give any bond or surety or other Recurity for the perfo rm ance of any of his duties . 7 .5. Apparent Authority. No purchaser, seller, transfer agent or other Perso n dealing with the Board of Trustees or the Investment Advisor of the Trust shall be bound to make any inquiry concerning the aut ho rity 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 applicat i on of money or property paid, transferred or delivered to or on the order of the Board of Trustees or the I nves tment Advisor . 7.6. Recita l s . 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 hi s capacity as the Trustee under this Indenture of Trust or i n his capacity as a member of the Board of Trustees, an officer, employee or agent of the Trust . Any wr i t ten instrument creating an obligation of the Trust shall r e fe r to t his Indenture of Trust and contain a reci- tal to the e f fe c t 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, Tr e a- surers, officers, employees or agents of tht Trust, a nd that only the Trust Property or a specific portion ther ~of shall be bound, and such written instnment may contain any f Lt rther similar recital wh ich may be dee,ned a ppropriate . The .:,mission of any recital pursuant to this Se ct ion 7.6 shall not operate to impose pe rsonal liability on any of the members of the Boar d of Trus- t ees, Participants, Treasurers, officers, emp ·.oyees or agent s of the Trust . 7 . 7. Relia nc e on Ex perts Etc. Each me:-nber of the Board of Tru;tees and eac h office r of tfie Trust shall, in the performance of his duti e s, be fully and completely justified and pr otected with r eg ard to any ~ct or failure to act resulting from rel i anc e in ,ood faith upon t he books of account or other reco rds of the Trust, upon an opinion of counsel or upon reports mad e to the Trust by any of its o ff ice rs or employees o r by the Invest,ne nt Advisor, the Administr ative Advisor, the Custodian, accountants, appraisers or other expe rts or consultants selected with reason- able care b y the Board of Trustees o r office rs of the Trust . 13 tJ 7 .8. Liability lnsurdnce . Th e boar l of TruRtees shall, at all times . maintain insurance for the protection ~f the Trust Property, and the Trustee, ,nembers o f the Ooard of Trustee s, Participants, Treasurers, off ice rs, e .Tiploye P.s and agents of the Trust in such amount as the Board of TrusteeR shall dee,n 11deq1Jat e to cover all foreseeable tort and con t rA ct liability to the extent available at reasonable rates. 24 ARTICLE VIII Intere st ,e of Participants 8 . 1 . General . The beneficial interest of the r ~rticipants hereunder i'ii""tlieTrust Prope rty and the earnin11 s the ~ro n shall, for convenience of reference, be divided into $ha res. Share s shall be used as units to measure the proportionate all c cation t o the respective Participants of the benefic i al interest he reunder . The number of Shares that may be used to mea s ure and rev resent the proportionate allocation of beneficial interest am,,ll\'J the Participants is unlimited. All Shares sh all be of on e c lass representing eq ual distribution, liquidation and other t i ghts. The beneficial interest hereunder measured by the Sll are a shall not entitle r, Participant to preference, preemptive, ap p raisal, conversion, Jr exchange rights of any kind with res pect to the Trust or th, Trust Propert y Title to the Trust Pr o p,:rty of every description is vestea 1n the Trustee on be hdlf , and for the beneficial interest, of the Pa rticipants . 'nle P rticipants shall have no interest in Trust Prnperty other than the beneficial interest conferred hereby an .. measured by their Shares, and they shall have no right to call '-,r any partitio~ or division o •· 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 ( inclt·ii '..,g , without limitation, income from the investment of Trust Pro~e,t y), at such time or times ( includ;.ng, 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 Shar~s. nie Board of Trustees may from time to time adjust the total ,.J mber 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 main ta in a constant net asset value per Share as set forth in Section 12.2 hereof. Shares shall be allocated and redeemed as whole shares anu/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 t.o this paragraph c. of this section 8. 2 and Section 1. 2 c., the mi:limum amount of funds which may l,e maintaineo 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. Redern tion to Maintain Constant Net Asset Value. The Shares oft e Trusts a e su ect to re emption pursuant to the procedure for reduction of outstanding Shareg set forth in section 12. 2 hereof in order to maintain the conr.tant 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.• MY and all allocated Shares may be redeemed at the option of the Participant wl.~se 1;-,neficial interest hereunder is me asured by such Shares, upon and subject to the terms and c onditions provided in this Indenture of Trust. The Trust shall, upon application of any Participant, promptly redeem fran such Participant allocated Shar e s 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 .>roced~res for effecting red emption shall be as adopted by the Board of ·frustees and as set forth in the Information Statement of the Trust, as the same may be amended from time to time; provided,~~• that such procedures shall not bt structured so as to sub3tantially and materially restrict the ability of the Participants to withdraw funds from the Trust by the redemption of Shares . 8 .6. Sus ension of Redem tion; Post ent . Each Participant, by its a option oft is In enture o Trust, agree s tha t the Board of Trust e es may, without the necessity of a formal meeting of the Board of Trustees, temporarily suspend the right of redemption or postpon e the dat e of pa~ent for redeemed Shares for the whole or any part of any period (i) during which there shall have occurred any sta t e of war, nat ional emer g ency, banking moratorium or su~pension of pa~ents by banks in the State of Colorado or any general suspension of trading or limitatio~ of prices on the New York or American Stock Exchange (other than customary weekend and holiday closings) or 26 (ii) during which any f inanci a l eme r ~e nc y s it uati o n e x i st s d S a result of which d i sposal by the Trust of Trust Prope rty is not reasonably practicable because o f the substantial l osse s wh tc h might be incurred or it is not reasonably prac ticabl e for the Trust fairly to determine the value of its net assets. Such suspension or postponement shall not alter or affect a Part icipant'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 declarat i on of suspension, and thereafter there shall be no right of redemption or payment until the Board of Trustees shall jeclare the suspension or postponement at an end, except that the suspension or postponement shall terminate in any event . ,, the first day on wh i ch the period specified in the clause (i) or (ii) above shall have expired (as to which, the determination of the Board of Trustees Rh?'l be conclusive). In the casP. of a suspension of the right of edemption or a postponement of payment for rederuned Shares, a Pa t .. ic ipant may either ( i) withdraw its request for redemption or (ii) receive payment based on the net asse t value existing afte, the termination of the suspension . 8.7 . Minimum Redemption . There sha ll be a min i mum of one ( 1) Share which may be redeemed at any one time at the option of a Participant . 8 .8 . Defective P.e demption Requests . In the event that a Par t icipant shall subm1 t a request for the redemption of a sreater nunber of Shar~s th a n are then alloca t ed to such Participant, such request ,hall not be honored . Each Participant, b y its adopt1un of this Indentur e of Tru s t, agr e es that the Board of Truste es shall hav e full and c omplete power to redeem an amount of the Shares allocated to such Par ticipa nt, at a redemption price determined in accordance with secti o n 8.5 he reof, sufficient to reimburs e the Trust for any fees, e xpens e s, costs o r penalties actually im.:urred by the Trust as a result of s uc h defective rede,nption 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 Truste~s, under the dir~ction of the Board of Trustees, and shall contain (i) the names and addresses of the Participants, (ii) the numb ~r of Shares representing their respective beneficial int ~rests her e und~r, and (iii) a record of all allocations and redemptions t e reof . Such Share Register shall be conclusive as to the identity of the Pa=ticipants to which the Shares ar, allocated. Only Participants whose alloc1'·· tion of shares is recorded on such Share Register shall be entitled to receive distributions with respect to Shares or otherwise to P.xercise 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 ~uch 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 Registe, 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 Re ,Jister. Such regis t.ar 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 Perso n becoming entitled to any Shares in consequence of the merger, reorganizatio~, consolida- ti o n, bankruptcy or insolvency of any Participant or otherwise by ope ration of law, shall be recorded as che 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 fo r the pai,ment thereof and presenting proof of surh entitle- ment as the Board of Trustees may in their sole discretion deem appropriate, the Participant of record to which su~h Shares are allocated shall he deemed to b e the Participant to which such Shares ar e allocuted under Section 8.2 her eo f, and neither the Board of Trustees nor the r egist rar nor any officer or agent of the Trust shall be affected for purposes 01 cecording allocat ion of shares by any notic e of such merger, reorganization, consoli- dation, bankruptcy, insolvency or other event. 9 .4. No Tr a n;!ers of Shares. The beneficial interests ,neas ured by"tiiesha?es shall not be transferable, in whole or in part, other than t , the Trust itself for purposes of redemption . 28 However, Shar es may be redee;ned fr o1n on e Par ticipan t • s a c c ount and the proce eds deposited dir ectly i nto anothe: Participant's A a c c ount up,n in st ru c tions fro1n the Tr ea sur ~rs of the r espe c t i ve • Participants . 9. 5. Limita tion of Res129nsibility . •rh e Boar d of ·rruste es shall not, nor shall the Participants or nny officer, registrar or other agent of the Trust, be bound to dete rm i ne the existence of any t rust, express, implied o r constructive , o r of any charge, pledge or equity to which any of the Shares or any interest therein are s ub j ect, 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, pl edge or equity, or to recognize any Person as having any interest therein except the Partic i pant recorded as the Participant to which such Shares are allocated. The receipt of moneys by the Participant in whos e 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 responsib i lity to see to the proper applicat i on thereof. 9.6 . Notices . Any and all notices to wh i ch Participants hereunder mayoeentitled and any a nd all communi c ations shall be deemed duly served or given if mailed, postage prepaid, addressed to Participants of record at their last known post office addresses as rec ord e d on the Share Regi s ter provided for A in Se ction 9 . 1 he r eo f. • 29 ARTICC.E X Participants 1 o. 1. Exercise of Particieants' Rights . All rights of the Participants as sP.t 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 r e qu i red by the Participants shall be taken by the Supervisory Board. All notices required to be sent to Participants ~hall be sent to the Treasurer. 10.2 . Voting. Each Participant through its Treasurer shall be ""titled to one vote as a matter of rig h t with respect to the fc ,ing matters: ( il election cf the Board of Truste es as pro- vid ed in section 11. 1 and section 11 .2 hereof; (ii) amendment of this Indenture of Trust or termine.tion of the Trust as provided in Section 6 .3 and section 15.1 !1 ereof; and (iii) reorganization of the Trust as pro1 'ded in sect ion 15 . 2 hereof. It shall not be necessary for any m., d .mum number of Shares other than one ( 1) to be allJcated to a Participant for the Participan t to be entitled to vote . 10.3. Annual Vote of the Sutirvisort Board. The annual Vote of the Supervisory Board sha be he d within 120 days after th e 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 cvnsideration of such matters as Participants may be entitled to vote upon as provided in this Article X, or as the Board of Trustees may de t erm ine. 10.4 . Ri*ht to Initiate a Vote of the Participants. The Participants s all, by an instr LJnent or concurrent i.nstr 1.111ents in writing delivered to the Board of Trustees signed by at least ten percent (10%) of the Tr ea sur ers, hav e the right to initiate a vote cf the Participants, as to any matter described in clause (ii) or clause (iii) of Section 10.2 hereof. Within twenty (20) days of rec eipt of such instrum e nt or instrllnents, the Board of Trustees shall cause a ballot co be sent to each Tr ea surer, setting forth the ma tter to be voted e n and the man- ner in which such ballots should be executed and delivered. 10 . 5 . Inspection o f Records . The records of the ~•rust shall be open to inspec ci on by any Participant at all reasonabl e times. 30 10 .6. Me e tings of t he Supe rvi so ry Board. a. Meetings of the Supervisory floarcl may be ca.Lled at A any ti,ne by a majori ty of the Board of Tru s tees and shall be W called by any member of the Board o( Trustees upo n written request of not less than ten perce nt (10i) of the Treasurers, such request sp•·cifying the purpose or purposes for ;,,hich such meeting is to be called. Any such ,neeting 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 r equested by the Treasurers shall be held within 20 days of suc h request . b . A majority of the Treasurers entitled t o vote at s •Jch meeting present in person (including, if permitted by appli- cable law, participation by conference telephone or similar com- ~unications .equipnent by means of which all Persons participating 1n the meeting can hear each other) or by proxy shall constitute a quorum at any annual or special meeting. 10. 7. Notice of Meetin~s . Notice of all meetings of the Supervisory aoard shall be given by the Board of Trustees by mail to each Participant at its regist e red address, mailed at least ten (10) days before the meeting . The notice shall state the time, place and purposes of the me et ing . Only business stated in the notice of a me eting shall b e considered at such meeting. Any adjourned meeting may be held as adjourned without further A notice . Any notice required by any "open meeting," "sunshine" W or similar law, wh ethe r now or hereafter i n €ffect , shall also be given. 10.8. Proxies. At any meeting of the Super v isory Board, if permittedoyapplicable law, any T,aasurer entitled to vote thereat may vote by p roxy, provided that no proxy shall be voted at any me eti ng unless it shall have been placed on file with the s ecreta ry of the Trust, or with such other offi ce r o r agent of t he Trust as the Secretary of the Trus t may direct, for verifica- tion prior to the time at which such vote s hall be taken . Pur- sua nt to a resol ution of a .naj or.ity of the Board of Trustees, proxies may be solic ited in the name o f one or mo r e of the offi- cers of the Trust. All proxies shall be rev oc abl e at the option of the Participant. 10.9 . Keco r d Date for Meetin sand Votes. For the purposes of determining t e Part1c1pant s tat are entitl ed tu vote or act at any meeti ng or any adjo urn •nent thereof, e r fo r the purp<;>se of a ny other action, the Board o f Trustees may fr om time to t ime fix a date nor more than twenty ( 20) days prior to the date oi any me e ting or Vote of the Supervisory Board or other action as a record date for the determination of Participants e ntitled to vote at such ,neeting ,,r any adjollrnment thereof or to cast a bal- l ot in such vote or t o be treat11d as Pn.rticipants uf r-?cord fo r 31 purpose s of such o th u action . llny Partici pa n t 1<1hi c h 1<1as a Participant at the time so fix ed s hall be ent i t led to vo t~ at such meeting or any adjournment thereof, or t o c as t a bal lot i n such 1rote, e ven though it then had no Shares a llocated to it o r has since that date redeemed its Shares . No Participant llec o.~\ng such after that date shall be so entitled to vote at such meeting or any adjourrun e nt the r e of or to cast a ballot in such vote or to be treated as a Participant o f record for purposes of such othe r action. 10 .10 . Number of Votes . Only Participants of r eco rd shall be entitled to vote and each Partici pant shall be entitled to on e 1rote without regard to the nlltlber o f Shares allocate d to it . A proxy purporting to be executed by o r on behalf of a Participa nt shall be deemed valid unless chall e nged at or prior to it s exer- cise, and t ,e burden of proving invalidi t y shall rest on the challenger . 10 . 11. Re ports . ·rh e !loard o f Trustees shall cause \·.J be prepared at least an11ually ( .l ) a report of operations c Dr.,c,i ining a statement of assets and liabil it ies and statements of. ,· •.,r a- tions and of changes in net t,ssets of t he Trust prepared in con- fonnity 1<1 Lth generally acce::,ted accounting principles; (ii) an opinion of an indepP.ndent c e rtified p ublic account on such finan- ci al statements based on an examinatio n o f the books and records of the Trust made in accordance wi th gener a lly accepted audit ing standards; and (iii) suffici e nt i nfo rmati on to establish compli- a nc e with the inve stm e nt policy established pursuant to this Indenture. A s igned copy of such repo rt and opinion sha ll be filed 1<1ith the Trustee and the Board of Trustees 1<1ithin sixty (60) days a fter the close of the period covered thereby . The Tru5tee shall cause to be mailed c op ies of such report s to all Participants of record 1<1ithin five (5) days from · the receipt the reof . The Board o f Trustees shall, in addition, furnish to the Pa rti cipant s , a t least quarterly, an interim report contain- ing an unaudited balance sheet o f t he Ttust as at the e nd of such qu a rterly pe riod and statements of operations and c hanges in net assets for the pe ri od f r om the beginning of the the n c urrent fis- cal year to the en d o f such quarterly period. 32 Tr us tees and Officers 11. 1. NLl!lber and Oualification . The investment and administrative body of the ~•rust shall be the l!oard of Tr us tees, the membership of which shall be determined as hereinafter pro- vided. The nunber 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 ti,ne to ti,ne by reaolution of a majority of the Supervisory Board, provided, however, that the ntJnber of members of the Board of Tr us tees shalrI'ii'"lio event be less than three nor more than fifteen. Any vacancy created by an increase in the ntJTiber 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 1Tustees then in office. Any such appointment shall not become effective, however , unttl 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 nLl!lber of members of the Bo ~rd 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 nwnber 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 sh,ll discharge all the duties imposed upon the Board of Trustees by this Indenture of Trust . 1'he 111em- 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 Pa r ticipant. The ,.,embers 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 a nnual Vot e of the Supervisory Board f or the election of memb e rs of the Board of Trustees following the adoption of this Indenture of Trust, the Board of Trustee s shall determine t he subcategori e s and ter'lls of ,nembers o f the Roa rd of Trustees to be elected at the ne xt elect 1on of its members for o ne ye ar, two years, and thr ee years, so that after each e lec- tion, the number of the members of the Board of Trustees for eacr s uch term shall be as e qual in ntJTiber as practicable. The Board o f Trustees shall thP.n pr e par e thP. ballots to be subnitted for a Vot e of the Supervisory Board . b . The Board of Trustees shall, from time to time, designa l ~ one or more Roard of Trustee s positions to be held b y t he Treasurer of a Participant within suhcateqories of Local 33 Governmen t Ent i t i e s so t hd t al.l subc a tego r ies of Lo cal Govern.ne nt. Entiti es a r e r e presented o n t he Bo a rd o f ~'ru stees ; suc h r ep r ese n- t ation shall require the desi~nation of at l east one menber of the Board of Trus t e e s repr esent e ac h subcategory of Local Govern- ment Entity . For purposes o f this Section 11.2, t he subcate- gories of Local Gove rnment Entity 11re: (a) c ountie s; (bl ci t ies and towns; (c) school d i st ricts; (d) special :listric ts ; and (e) others . The el e ction of a Tr e asurer to a Board of Trustee s' position designated to be held ~i a ember of the Board of Trus- tees within a subcategorr o f Local Governm<ant Entity Rhall not be e ffective unless s uch Participant and its Tr e asur er are within th e designated subcategory. c . 'Any add ition 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 o f the Supervisory Board next following an addition to the number of members of the Board of ·rrustees, the terms of the additional ,nembers of the Board of Trustees shall be fixed so that, as nearly as shall be practicable, an equal number of terms shall expire annually. Membe r s of the Board of Trustees may succeed themselves in office . Election of members oft.he Board of Trustees at such annual Vote s hall be by the aff irmativ e vote of at least a majo r - ity of t he Supervisor y Boa r d voting. The e lection of any member of the Board of Trust ee s (other than an individual wh o was serv- ing as a member o f the Bo a rd of Trust ee s immediately prior to such election) pursuant to this Se ction 11 .2 shall not become effective unless and until such Person shal l have (i) in writing acc e pted ·his elec t i o n, a nd (ii) agr eed in writing to b e bound by the terms of this Indenture of Trust . 11. 3 . Resignation and Removal. Any memb e r o f the Board of Trustees may resign (without ne e d for prior or subsequent a ccocnting) by an instrume nt in writing signed by him and deliv- e r ed t o the Chairman, t he Vi.ce Chairman or th e Secre tary ( refer- red t o in Section 11 . 6 h ereo f) and s uch r es ignation s hall be e ff ec t i ve upon such deliv ery , o r at a later date a c co rding to the term s o f the notic e . Any member of the Board of Trustees may be remov r,d ( prov i d ed that the a ggr e gate numb er of me,nbers o f the Board of Trustee s after suc h removal s hall not be l e ss than the minimun number r equir e d by 5":ctio n 11. 1 hereof) with good c ause, by t he action of two-thirds of th e rem ai n i ng me mbers o f the Trus- tees. Up o n the ceasing t o be a mem b er of the Board of ~rustees, he shall execute and d elive r such doc um e nts as the r ema i n ing mem- bers of t he lloard of Trus tees shall deem necessary. Upo n thP. incapacity or death of any members of the Board of Trustees, his legal representative shall execute and deliver on his behalf such documents a:s the rema i ning me mbers of t he Board of Trustees shall deem necessa ry . 34 11.4. Vacancie5. 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 a.hall no longer be a me.11ber of the Bo a rd 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 o f the Board of Trustees, and a vacar.cy will be deemed to have occurred. b. No such vacancy shall operate to annul this Indenture of Trust ~r to revoke any existing agency created pur- suant to the terme of this Indenture of Trust. In the case of ~n existing vaca~cy (other than by reason of an increase in the nlSllber of the Board of Tr ustees), 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, anel any member of the Board of Trustees so appointed by the Board r,f Trustees shall hold office until the next annual Vote of the Supervisory Board . 11 . 5. Meetings . a. 11eetings of the Board of Trustees shall be held '-rom 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 wi thout 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 IReeting 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 hereafte~ in effect, shall also be given. The attendance of a member cf the Board of Trustees at a meeting shall constitute a waiver of notice of such meeting except ~•here a member of the tloard of Trustee s 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 meetins s of the Board of Trustees shall be a majority of the mem be r · of the Board of Trustees . Unles s "P"cifically pr ovided otherwise in this Indenture of Trust, any ac . "~f 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 quorun lain, present) or, i f permitted by applicable law, without a meetin•J for the purpose of pollin') me:nbers, by wri tt en consents of a majority of the members of the 35 Board of Trustees. The Doard of Trustees may act with or, if permitted by applicable law, without a meeting for the purpose of polling members of the Board of •rrustees 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 becane final upon receipt by 15 days written ratification by a majority of the iloard of Trustees of such actioil. b . Any committee of the Board of Trustees, including an Executive Committee, if any, may act with or without a meet- ing. A quorun 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 quorun be i ng present) or, without a meel:ing, by written consent of a majority of the memb e rs. c. With respect to actions of the Ftoard of Trustees and an y committee thereof, memt,,,,rs 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 memb e rs of the Board of Trustees may, if permitted by appl icable law, participate in a meeting of the Board of Trustees or any ommittee thereof by utilizing confe r ence telephone or similar Jmmunications equip- me nt by means o f which all persons participating in the meeting ca n hear each other and participation in a meeting pursuant to such communications shall constitute p resenc e in person at such meet ing. The minutes of any meeting o f the Board of Trustees held by utilizing s uch c ommunications equii;:ment shall be prepared in the same mann e r as those o f a meeting of the Board of Trustees held in perso n. 11 .6. Officers. Th e Board of Tr ustees shall annually e lec t, from amor.~ its members, a Chairman and a Vice Chairman who shall hav e such duties a s the Board of Trustees shall deem advisable and appropriate . The Board of Trustees may elect or appoint, from among their n,mber o r otherwise , or may authorize the Chairman to appoint a Treasurer and a Secretary, one or mor e Assistant Secretaries and Assistan t Treasurers and such other officers or agents, who shall hav e 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 Chair,nan, Treasurer, and Secretary, may be held by the same person . The Treasurer and the Secrecary, if not 36 themselves mernbers of the Board of Trustees, shall attend meetings of the aoard of Trustees but shall have no voting power. 11. 7. By-Lawd. The Board of Trustees may adopt ar.d, from time to time, amen 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 . ARTICLE XI I Detennination of Net Asset Value and Net Income; Distributions to Participants 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 dete r mine . The method of determining net asset value shall be established by the Board of Trustees and shall be .tet forth in t he Information Statement as the same may be amended from time to •.lme . Th e d uty o make the daily calculations may be delegated by the Bo a rd of Trustees to one of the following: the Investment Adviso r , t he Administrative Advisor, the Custodian or such other Person a 8 the Board of Trustees by resolution may design~te . 12 . :,. -~':v1tant Net Al!lset Value; Reduction of Allocated ~- a. The Board of Trustees shall hav " full and complete power to determ ine the net income (including unrealized gains and losses on the oortfolio assets) of the Trust once on each business day as p r 0 vided in Section 12. 1 hereof and, upon each such de t entl natior, 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 r emain 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 ninber of each Participant's shares. The general method used for the determination of the net incom e 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 ninber of Shares allocated to each Participant. If there is a net loss, the Board of Trustees will firs t offset such amount against income accrued to each Participan~. To the extent that such a net loss woul d exceed such acc r ued income, the Board of Trustees will reduce the aggregate ninber of the Trust's allocated Shares in an dl1\ount equal to the amount by which the net los s exceeds accrued income by having each Participant con- tribute to the Trust's corpus its .12!.2. rata portion of the total ninber of Shares required to be reaeeineaTn 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 38 agreed to such contribution in these circllllstances by its - investment in the Trust and i ts adoption of this Indenture of Trust. The purpose of the foregoing procedure is to permit the net asset value per Shar:,e of the Tru s t to be maintained at a constant dollar value per Share. b . The Board of Trustees may d i scontinue or amend the practice of attempting to maintain the net asset value per Share at a constant dollar amount at an y time and such mod i fication shall b e evidenced by appropriate changes in the Information Statlllllent as the same may be amended from time to t ime . 1 2. 3. Distributions to Partici ants. In addition tor empt ona m eat t e request o 1n v ual Par t i - cipants pursuant to Section 8.5 hereof, the Board of Trustees may from time to time also declare a nd 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 di stributions as they may determine. The declaration and ,nak i n<J of r.,uch supplementary distributions and the determination of ear~1ngs, profits, and other funds and asset ■ available for supplemental distr i bution~ and other pur- pose ■ ahall 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 disc r etion from time to time deter- mine . Any or all such supplementary distributions may be made A among the Participants of record at the time of declar i ng a - distribution or among the Participants of record at such other date as t he Board ot Trustees shall determine. 12.4. Retained Rt.oserves. 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 t he Trust and to meet other obligations o f the Tr •1st, and the Board of Trustees shall also have the power to est abl ish from earnings and profits such reasonable reser v es as they believ a may be required to protect the Trust and the Participants against conting e nt liabilities . 39 ARTICLE XII I Custodian 13.1. Duties. The l!oard of Tru s tees on be half of the Trust shall employa"6iink or trust company organize d 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 ag9regating at least twenty-five million dollars ($25,000,000) as Custodian with authority as its agent, but subject to such r ~strictions, lind tations, and other requirements set forth in the Custodian Ag reem~nt to be entered into between the Board of Tc ustees 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 pa)llllent of any penalty by the ~-ust on sixty (60) days' written notice to the Custodian. United Bank of Denver National Association, a bank organized and ex i sting under the laws of the United States of America, is hereby appointed as the Custodian for the Trust. 13.3. Sub-Custodian. The iJoard of Trustees ~ay 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 terms and conditions, as may be agreed upon bet ween the Custodian and such !lub-Custodians and apprc:,ved b y the Board of Trustees, provided,~. that, in every case, ,uch Sub-Custodian shall be a bank or trust company organized under the laws of the United States of America or one of the sta tes thereo f having capital and surplus aggregating at least twenty-five ~!llion dollars ($25,000,000). 13.4 . S·icc essors . In the event t hat, at any time, the Custodian sha11 resign or shall be terminated pursuant to the provisions of the Custodian Agreement, the Board of Trusc e es shall appoint a succ essor thereto . 40 ARTICLE XIV Recording of Indenture of Trust 14. 1. Recording. Thia Indenture of Trust and any amenanent hereto may be filed, recorded or lodged as a docllllent of public record in Buch place or places and with such official or offi- cials as the Board of Trustees may deem appropriate. Each amend- ment so filed, recorded o: lodged shall be accompanied by acer- tificate signed and acknowledged by the Chairman of th,, Board of Trustees stating that such action was duly taken in the manner provided for her e in; and unless such amendment or auch certifi- cate sets forth sane earlier or later time for the effectiveness of such amendment, such amendment shall be effective upon its filing. An Indenture of Trust 1111endcd pursuant to Section 15. 1, containing or restating the original Indenture and all amendments theretof~re made, shall, upon filing, recording, or lodging in the manner contemplated hereby, be conclusive evidence of all amencllenta contained the.·ein and may thereafter be referred to in lieu of the original Indenture of Trust and the various amend- ments the=eto. Notwithstanding the foregoing provisions of this Section 14.1, no filing or recordation pursuant to the termo of this Section 14.1 shall be a conilition precedent to the pffec- tiveness of this Indenture of Trust. 41 ARTICLE XV .Amendment or Termination of Trust; Duration of Trust 15. i. Amendment or Termination. a. ffle provisions of this Indenture of Trust may be amended or altered, or the Trust may be terminated, at any meet- ing of the Supervi ,ry 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 inatr1111ent or instruments in writing, without a meeting, signed bv a major- ity of the Board of Trustees and a majority of the Supervisory Board . ffle 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 Supe r visory Board, to the ex t ent deemed by the Board of Trustees in good faith to be necessary to conform this Inden~ure 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- ; · the foregoing, no amendment may be made pursuant to this c tion 15.1 which would, ( i) change any rights with respect co any allocated Shares of the Trust by reducing the amount pay- able thereon upon liquidation of the Trust or which would d imin- 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 ~--·,,i reciting that it was duly adopted by the Supervisory Board .,r '.,y the Board of Trustees as aforesaid or a copy of the Inden- ·~·••·e, as amended, in recordable form, and executed by a majority o ." the Board of Trustees, shall be concl11 ,ive evidence of such amendment . c. Upon the termination of the Trust pursuant to this Section 1 5. 1: (i) The Trust shall carry on no business except for the purpose of winding up its affairs; 42 (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 &ny kind, discharge or pay its liabilities, and do ~11 other acts appropriate to liquidate it s affairs; --2!.fVided, however, that any sale, conveyance, assignmenc, exchange, transfer, or other disposit i on of all or s~bstantially all of the Trust Property shall require approval of the principal terms of the transaction and the nature and amount of the consider at ion by affirmative vote of not leas than a majority of the Board of Trustees I and (iii) After paying or adequately providing for the pai,ment of all liabilities, and upon receipt of such releases, indemnities, and refunding agreements as they aeem necessary for their protection, the Board o f 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 cance lled and discharged. 15 .2 . Power to Effect Reorganization. If permitted by applicable law, 1nclud1ng without i1m1tat1on, 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 effec t such merger or may sell, convey, and transfer the Trust Property to any such corporation, 43 association, trust, or o t her Person in exchange fo, cash or shares or securities thereof, or beneficial interest therein with the asswnption by such transferee of the liabilities of the Trust; and thereupon the Board of Truste es 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 XV I Misc e 11 an eo us 16. 1. Governing law. This Indenture of Trust is executed by two-thirds of the members of the Board 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 valid i ty, 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 o f Trust mc.y oe 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 instrllllent, which shall be sufficiently evidenced by any such original counterpart. 16.3. Reliance by Third Parties . Any certificate executed by an 1nd1viduai who, according to the records of the Trust, or of any official or public body or office in which this Indenture of Trust :nay be recorded, appears to be a me:nber of tt,e Board of Trustees l,ereunder or the secretary or the Treasurer of the Trust, certifying to (i) the nunber or identity of the Board of Trustees or Participants; (ii) the due authorization of the - execution of any instrtwnent or wr iting ; (iii) the form of any vote passed at a meeting of the Board of Trustees or Supervisory Board; (iv) the fact that t~e n~nber of the Board of Truste e s or Participants present at any r.,eeting or executing any written instrument satisfies the require:nents o f this Indenture of Trust; ( v) the form of any By-Lows adopted by or the identity of any officers elected b y the Board of Trustees; or 1vi) the ex istence of any fact or facts wh i ch in any manner relate to the affairs of the Trust, sha ll oe c onclusive ev idence as to the matters so cer- ti fied ir, favor of any Person dealing with the Board of Trustees o r any of them or the Trust and the successors of such Person . 16.4. Provisions in Conflict with law. The p rovisi ons of this Indenture of Trust ar e severable, and if the Board of Trus- tees shall determine, with the advice o f counsel, that any one or mor e of such pr ov isions (the "Conflicti ng Pr ov isions") are in conflict with applicable federal o r Colorado laws, the Co nflict- ing Provisions s~all be dee:ned never to have co nstitute a part of this Indenture of Trust . Such a det e rmination by the Board of Trustees shall no t ~ffect o r i'Tlpair any of the re,naining provi- sions o f this Indenture of Trust or render invalid or L-n proper any action taken or omitted (including, but not limited to, the election of t he Board of Trustees) prior to such det erm ination . 45 16. 5. Gender; Section Headings. a. Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders, and worde importing t he singular nllnbe r shall mean and i nclude the plural n\Jl\ber and vice versa. b . Any headings preceding the texts of the several Article ■ and sections of the Indenture of Trust and any table of content ■ or marginal notes appended to copies hereof, shall be solely tor convenience of reference and s~all neither constitute a part of this Indenture of Trust nor affect its meaning, construction, or effect.. 16.6. Adoption by Local Goverrunental Entities and Election to Become a Part1cipant; Resig nation 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 thi s Indenture of Trust and (ii) furnishing the Board of Trustees with satisfactory evid ence that such official action has been taken . A copy of this Indenture of Trust may be adopted by executing a written instr\Jl\e nt of adoption in such form as may be prescribed by the Board o f Trustees . Delivering an acknowledged copy of such instr\Jl\ent shall constitute satisfactory evidence of the adoption contemplated by this Section 16.6. b. Any Participant may resi g n 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 withclrawal shall become effective upon the receipt thereof by the Chairman of the Board of Trustees and the Administrative Advisor . No r e signation and withdrawal by a Participant shall operate to annul this Indenture of Trust or terminate the existenc e of the Trust . 46 IN WITNESS WHEREOF, the undersigned members of the Board of - Trustees acting on behalf of Participants of the Colorado Local Govermnent Liquid Asset Trust and pursuant to the authority granted by Act Part 7, have adopted this First Am11nded Indenture of Trust as of the day first above written, as of which date this First Amended Inden~ure of Trust shall take, and come into, full force and eff~~t. COUNCIL COMMUNICATION DATE May 1 , 1989 INITIATED BY STAFF SOURCE PREVIOUS COUNCIL ACTION None ACTION PROPOSED AGENDA ITEM 0. llW, Finance SUBJECT Co lorado Local Governme nt Liquid Asset Trust (COLOTRUST) Agreemer,t 1targaret Freeman, Director of Finance App 1·ove a resolution authorizing the City to participate in Colo rado Lo cal Gov e rn - me n t Liquid Asset Trus t (COLOTRUS T) for investment purposen. BACKGROUND COLOTRUST was formed in 1985 for the purpose of providing loca l governme nt entitles the ab ility to pool funds for inve s tments in order to take advantage of sho rt -term investme nts a nd maximize net intere st earnings. COLOTRUST is a professiona lly ma n- aged "Liquid Honey Market Trust" that provides access to funds on a daily basis. CO LOT RUST currently has 330 l o.:al government participants . COLOTRUST' s assets as of 9-30-88 were $256.6 million . All investments of COLOTRU ST A are U.S . Tre asury Secu rities a nd COLOTRUST B is compo s ed of a minimum of 25 % U.S . Treasury Securitles with up to 75% in a llowable AAA -rated U.S . Agency Securities . Permitted investments are in comp liance with Co lora do Revis e d Statutes and the Public Depo s it Pro t e c ti on Acts . COLOTRUST's inves tm e nt philos ophy is safety of principal followed b y liquidi - ty a nd y i e ld . Th e City's c urrent i nvestme n t program is governed by Englewoo d Municipal Cod e and an inves tment policy a dopte d 3-1 -79. As Dire ctor of Finance , one of my objectives f or 19 89 is to complete a comprehensive review and update of the City's investment poli- cy, c ash management procedures and total investment program . The City currently pools all excess funds -not required for operating expenses -for investme nt . The City's investment portfolio a t 4-15 -89 waa $24,807,721. Inve stments were com- prised of 61\ Treasury no tea, 17\ repurchase agreement, 16\ U.S . Agency securitles nnd 7\ in Certificates of Deposits , All invea tments are fully secured and properly col lateral i zed. Funds in the City's operating checking account also earn interest , For year-ending 12-31-88, the City earned $1,807,012 in interest earnlngs which rep • r e sents an average annual yield of 7 . 34\. The 1988 average yield for a three mon th U.S . Treasury bill was 6. 871 . The City's partic1pation in COLOTRUST will be the first step in a more aggressive investment program for the City . The reason for participation i s to provide a means for higher yield short term investment (10 to 15 days ) of funds avnl.lable between t he bi-weekly payroll periods and bi-monthly accounts payable payments . Those funds currently earn interest, but COLOTRUST would afford the City an option or opportuni- ty for po .,sibly a higher yield . There would be no costs or funding required for partic1pation in COLOTRUST . There is no investment minimwn required and no sales charges . Investment and withdrawal are at net asset value . RECOKKENDATION Th e investments u tilized by COLOTRUST are in compliance with Englewood Municipal c ode and meet our current investment policy . Participation by the City would only allow us the option to utilize the trust. The funds have a high degre e of liquidity and wou ld be ava ilable to the City a s needed . In order to enhance the City's in- vestme nt program , I wo uld recommend the C! ty Council approve t he re s olution au - t horlzing t !le City to j oin COLOTRUST .