2017-24 Participation in Florida Education Investment Trust Fundi
RESOLUTION 2017 -24
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, APPROVING PARTICIPATION IN
THE FLORIDA EDUCATION INVESTMENT TRUST FUND AND
AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE
PUBLIC AGENCY ADDENDUM TO THE TRUST FUND AGREEMENT;
PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, at the recommendation of the Village's Financial Advisor, the Village Council
wishes to approve the Village's participation in the Florida Education Investment Trust Fund for
the deposit of the Country Club loan proceeds in accordance with the Village's adopted
Investment Policy; and
WHEREAS, the Village Council determines that such participation and the execution of the
Public Agency Addendum to the Trust Fund Agreement is in the best interests of the residents
and citizens of the Village of North Palm Beach.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE
OF NORTH PALM BEACH, FLORIDA as follows:
Section 1. The foregoing recitals are ratified and incorporated herein.
Section 2. The Village Council hereby approves participation in the Florida Education
Investment Trust Fund and authorizes the Mayor and Village Clerk to execute the Public Agency
Addendum to the Trust Fund Agreement. A copy of the Trust Fund Agreement and Public
Agency Addendum are attached hereto an incorporated herein by reference.
Section 3. All resolutions or parts of resolutions in conflict with this Resolution are hereby
repealed to the extent of such conflict.
Section 4. This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED THIS 9TH DAY OF MARCH, 2017.
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VICE MAY R
ATTEST:
VILLAGE CLERK
JKFLORIDA Education
investment. Trust Fund
Florida Education Investment Trust Fund
Signatory Public Agency Addendum
BY THESE PRESENTS, the undersigned certify that the Public Agency has taken action to
become a Signatory Public Agency of the Florida Education Investment Trust Fund, solely for
the purpose of establishing the Trust Agreement as an interlocal agreement as authorized under
.Section 163.01, Florida Statutes.
The approval and execution of this Addendum to the Trust Agreement shall neither require nor
serve to obligate the Public Agency to invest funds in the Trust nor shall it be deemed to
designate the Public Agency as a Participant in the investment programs of the Trust.
WHEREFORE, the Public Agency by these presents authorizes the Public Agency to be a
Signatory Public Agency of the Florida Education Investment Trust Fund.
Dated this the 9th day of March 5201'7
Village of North Palm Beach
Name of Public Agency
By:
Authorized Signatory
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Trust Agreement
Revised and Restated February 2013
TABLE OF CONTENTS
page-No.
ARTICLE I — DEFINITIONS... ............................................................. ..............................2
ARTICLE II ,- CREATION OF TRUST .............................................. ............................... 3
2.1 Creation of Trust ............................................................ ............................... 3
2.2 Contributions to the Trust ............................................... ..............................4
2.3 Valuation and Allocation — Commingled Funds and Separate Accounts .....4
2.4 Trustees' Duties ............................................................... ..............................5
2.5 Qualification of Trust ..................................................... ............................... 5
2.6 Purpose; Participant Requirements; Changes of Incumbency ...................... 5
2.7 Location ........................................................................... ..............................6
2.8 Trustees; Signatory Public Agencies And Participants ... ..............................6
ARTICLE III - TRUST OPERATIONS ............................................... ............................... 7
3.1 Powers of the Board of Trustees .................................... ............................... 7
3.2 Permitted Investments ..................................................... ..............................7
3.3 Legal Title ...................................................................... ............................... 7
3ADisposition of Assets ...................................................... ............................... 8
3.5 Taxes .............................................................................. ............................... 8
3.6 Rights as Holders of Trust Property .............................. ............................... 8
3.7 Delegation: Committees ................................................. ............................... 8
3.8 Collection Powers .......................................................... ............................... 8
3.9 Powers: Payment of Expenses ........................................ ............................... 9
3.10 Borrowing and Indebtedness ............................................ .............................10
3.11 Deposits ............................................................................ .............................10
3.12 Valuation .......................................................................... .............................10
3.13 Fiscal Year; Accounts ...................................................... .............................10
3.14 Self - Dealing Prohibited .................................................... .............................10
3.15 Investment Program ......................................................... .............................10
3.16 Power to Contract, Appoint, Retain and Employ ........... ............................... 11
3.17 Indemnification ................................................................ .............................11
3.18 Remedies .......................................................................... .............................11
3.19 Further Powers ................................................................. .............................12
3.20 Sovereign Immunity ......................................................... .............................12
ARTICLE IV- INVESTMENT ADVISOR AND ADMINISTRATOR ............................. 12
4.1 Appointment ..................................................................... .............................12
4.2 Duties of the Advisor ....................................................... .............................12
4.3 Duties of the Administrator .............................................. .............................13
4.4 Successors ........................................................................ .............................13
ARTICLE V - INVESTMENTS ........................................................... .............................13
5.1 Statement of Investment Policy and Objective ................ .............................13
5.2 Restrictions Fundamental to the Trust ............................. .............................13
5.3 Amendment of Restrictions .............................................. .............................14
ARTICLE VI - LIMITATIONS OF LIABILITY ................................... .............................14
6.1 Liability to Third Persons ................................................. .............................14
6.2 Liability to the Trust or to the Participants ...................... .............................14
6.3 Indemnification ................................................................ .............................15
6.4 Surety Bonds .................................................................... .............................16
6.5 Apparent Authority .......................................................... .............................16
6.6 Representative Capacity; Recitals .................................... .............................17
6.7 Reliance on Experts ...... ............................... .................17
.. ...............................
6.8 Insurance .......................................................................... .............................17
Q
ARTICLE VII - INTERESTS OF PARTICIPANTS ........... ................. .............................17
7.1 General ....... ........ .................. ,.......................... ,............................................. 17
7.2 Allocation of Investment Accounts .................................. .............................18
7.3 Evidence of Investment .................................................. .............................18
7.4 Redemptions ..................................................................... .............................18
7.5 Suspension of Redemption; Postponement of Payment ... .............................18
7.6 Defective Redemption Requests ...................................... .............................19
ARTICLE VIII - RECORD OF SHARES .............................................. .............................19
8.1 Share Register .................................................................. .............................19
8.2 Registrar ........................................................................... .............................19
8.3 Owner of Record ............................................................ ............................... 20
8.4 No Transfers of Shares ................................................... ............................... 20
8.5 Limitation of Fiduciary Responsibility .......................... ............................... 20
8.6 Notices .............................................................................. .............................20
ARTICLE IX — RECORDS AND REPORTS ...................................... ............................... 20
9.1 Inspection of Records ..................................................... ............................... 20
9.2 Reports ........................................................................... ............................... 20
ARTICLE X - TRUSTEES AND OFFICERS .................................... ............................... 21
10.1 Number, Qualification and Succession of Trustees ....... ............................... 21
10.2 Organizational Trustees .................................................... .............................22
10,3 Vacancies ........................................................................ ............................... 22
10.4 Appointment; Term of Office ........................................ ............................... 23
10.5 Resignation and Removal ................................................. .............................23
10.6 Officers and Advisors ..................................................... ............................... 24
10.7 By -Laws; Quorum of Trustees ......................................... .............................24
ARTICLE XI - DETERMINATION OF NET ASSET VALUE AND NET INCOME:
DISTRIBUTIONS TO PARTICIPANTS .................... ............................... 24
11.1 Net Asset Value ................... ............ .......... ...... ...................................... .... 24
ff
11.2 Retained Reserves .......................................................... ............................... 24
ARTICLE )II — CUSTODIAN ............................................................ ............................... 25
12.1 Duties ............................................................................. ............................... 25
12.2 Appointment ..................................................................... .............................25
12.3 Disbursement and Collection Agent .............................. ............................... 25
12.4 Successors ...................................................................... ............................... 25
ARTICLE )III - RECORDING OF TRUST AGREEMENT .............. ............................... 25
13.1 Recording ....................................................................... ............................... 25
ARTICLES XIV - AMENDMENTS TO TRUST AGREEMENT AND PERMITTED
INVESTMENTS LIST; TERMINATION OF TRUST; DURATION
OFTRUST ................................................................................. ............................... 26
14.1 Amendment to Trust Agreement or Permitted Investments List;
Termination.................................................................... ............................... 26
14.2 Duration ............................................................................ .............................27
ARTICLE XV — MISCELLANEOUS .................................................. ............................... 27
15.1 Governing Law ................................................................. .............................27
15.2 Counterparts ................................................................... ............................... 27
15.3 Reliance by Third Parties ................................................. .............................27
15.4 Provisions in Conflict with Law ....................................... .............................27
15.5 Section Headings .............................................................. .............................27
15.6 Adoption by School Districts or Other Local Government Entities; Written
Investment Policies of Participants; Resignation and Withdrawal of
Participants..................................................................... ............................... 27
1V
TRUST AGREEMENT
FLORIDA EDUCATION INVESTMENT TRUST FUND
Revised and Restated February 2013
THIS AGREEMENT AND DECLARATION OF TRUST ( "Trust Agreement "), initially
dated December 3, 2009, and restated November 29, 2011, is made and entered into by and among
the Florida School Boards Association, Inc. (hereinafter the "FSBA "), the Florida Association of
District School Superintendents, Inc. (hereinafter "FADSS ") and the School Boards or Public
Agencies which have agreed to become Signatory Public Agencies by execution of the addenda
hereto.
WITNESSETH:
WHEREAS, pursuant to Section 218.415, Florida Statutes, school boards and other units of
local government are authorized to invest and reinvest public funds in excess of the amounts they
require to meet current expense, in certain enumerated investments as authorized by a school district
or other public agency by resolution and permitted by law, and, in addition, such units of local
government are authorized to invest and reinvest such surplus public funds in an intergovernmental
investment pool created pursuant to the Florida Interlocal Cooperation Act of 1969, as amended
(Section 163.01 et seq., Florida Statutes), and,
WHEREAS, Section 163.01, Florida Statues, authorizes a political subdivision, agency, or
officer of the State of Florida, including but not limited to state government, county, city, school
district, single and multipurpose special district, single and multipurpose public authority,
metropolitan or consolidated government, a separate legal entity or administrative entity created
under Section 163.01(7), Florida Statutes, or an independently elected county officer (each of the
foregoing a "Public Agency "), to exercise jointly with any other similar Public Agency any power,
privilege, or authority which such Public Agencies share in common and which each might exercise
separately; and,
WHEREAS, Section 163.01, Florida Statutes, further authorizes such Public Agencies to
enter into contracts in the form of interlocal agreements to accomplish such purposes; and,
WHEREAS, it is the intent of the Signatory Public Agencies to create an intergovernmental
investment pool pursuant to Sections 163.01 and 218.415, Florida Statutes and that this Trust
Agreement shall serve as the interlocaI agreement for such purpose as authorized by Section 163.01,
Florida Statutes; and,
WHEREAS, by resolutions duly adopted, the Signatory Public Agencies hereby create an
intergovernmental investment pool pursuant to this Trust Agreement which serves a governmental
purpose for said Public Agencies and is therefore in the best interests of said Public Agencies, their
officials, officers, and citizens in that such a program will offer diversified and professionally
managed portfolios to meet investment needs, will result in economies of scale that would create
greater purchasing powers, and will thereby lower the costs traditionally associated with the
investment of the assets of said Public Agencies; and,
WHEREAS, each of the Signatory Public Agencies has duly undertaken all official actions
necessary and appropriate to become a party to this Trust Agreement for the purpose of establishing
it as an interlocal agreement; and,
WHEREAS, each of the Participants has duly undertaken all official actions necessary and
appropriate to become a party to this Trust Agreement and to perform hereunder, including, without
limitation, the establishment of written investment policies and the enactment of any resolutions or
the undertaking of other actions required pursuant to Section 218.415, Florida Statutes or other
applicable law and regulations; and,
WHEREAS, it is proposed that the beneficial interest in the assets of the trust fund created
pursuant to the provisions of this Trust Agreement shall be divided into non - transferable shares of
beneficial interest, which shall be evidenced by a share register maintained by the Trustees or their
agent, or the Administrator; and,
WHEREAS, the Signatory Public Agencies anticipate that other school districts or other
Public Agencies may wish to become Participants (as defined herein) by adopting this Trust
Agreement and becoming a party hereto;
NOW, THEREFORE, the recitals set forth above are adopted and incorporated into this
Trust Agreement. In consideration of the mutual promises, covenants and agreements contained
herein, the parties hereto, now and hereafter added pursuant to the provisions herein, mutually
undertake, promise and agree for themselves, their respective representatives, successors and
assigns that all monies, assets, securities, funds and property now or hereafter acquired by the
Trustees, their successors and assigns under this Trust Agreement 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 interest herein, without privilege, priority or distinction among such holders, and subject
to the terms, covenants, conditions, purposes and provisions hereof as follows:
ARTICLE I — DEFINITIONS
For purposes of this Trust Agreement, the following terms shall have the meanings set forth
herein:
(a) "Administrator" means the Plan Administrator as constituted from time to time by
agreement with the Trustees which has, or has been delegated, the responsibility for administering
the Plan or any aspects of it.
(b) "Advisor" means the Investment Advisor as constituted from time to time by
agreement with the Trustees which has, or has been delegated, the responsibility to effect purchases,
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sales, or exchanges of Trust property on behalf of the Trustees and to provide advice to the Trustees
regarding the investment of Trust assets.
(c) "Code" means the Internal Revenue Code of 1986, as amended, and any regulations
adopted pursuant thereto.
(d) "Custodian" means a qualified public depository as defined in Section 280.02(26),
Florida Statutes, selected by the Trustees pursuant to a Custodian Agreement for the purpose of
receiving and holding Trust assets.
(e) "Financial Officer" shall be the person designated by a Participant as the legal
representative to the Trust for the school district or Public Agency and who shall be the person who
is empowered to invest funds of the Participant.
(f) "Fund" or "Trust Fund" means all money and other property acceptable to the
Trustees, contributed by the school districts or other Public Agencies pursuant to this Trust
Agreement, all investments made therewith and proceeds thereof and all earnings and profits
thereon less payments and expenses authorized in this Trust Agreement.
(g) "Participant" means a school district, a political subdivision of the state, or an
instrumentality of a political subdivision or of the state authorized by Section 163.01, Florida
Statutes to participate in an interlocal agreement (i.e., a "Public Agency ").
(h) "Permitted Investments" means those investments which the Trustees are
authorized to place Trust Funds in as authorized by the Florida Education Investment Trust Fund
Investment Policy and Guidelines as may be from time to time approved by the Participants.
(i) "Public Agency" means those entities described in Section 163.01(3)(b), Florida
Statutes.
0) "Separate Account" means a Separate Account established for a Participant under
the Trust Agreement which is invested by the Trustees or the Investment Advisor appointed by the
Trustees.
(k) "Signatory Public Agency" means a School District or Public Agency which has
agreed to be a signatory to this Trust Agreement for the purpose of creating an interlocal agreement
as authorized by Section 163.01, Florida Statutes. Such Signatory Public Agencies may, but are not
required to be Participants in the investment programs created by the Trustees;
(1) "Trustees" means the persons or entities selected by the FSBA and FADSS to serve
as Trustees pursuant to the terms of this Trust Agreement, or their successors.
ARTICLE II — CREATION OF TRUST
2.1 Creation of Trust. By these presents, a common law trust is hereby established by
this Trust Agreement.. The Trust shall be called the "Florida Education Investment Trust Fund" (the
"Trust "). So far as may be practicable, the Trustees shall conduct the Trust's activities, execute all
documents and sue or be sued under that name, which name (and the word "Trust ") wherever used
in this Trust Agreement, except where the context otherwise requires, shall refer to the Trustees in
their capacity as Trustees, and not individually or personally, and shall not refer to the officers,
agents, employees, counsel, advisors, consultants, or accountants of the Trustee, nor shall such term
refer to the Signatory Public Agencies nor Participants. Should the Trustees determine that the use
of such name is not practicable, legal or convenient, they may use such other designation or they
may adopt such other name for the Trust as they deem proper, and the Trust may hold property and
conduct its activities under such designation or name. The Trustees shall take such action as they,
acting with the advice of counsel, shall deem necessary or appropriate to file or register such name
in accordance with the laws of the State of Florida or the United States so as to protect and reserve
the right of the Trust in and to such name.
2.2 Contributions to the Trust.
(a) All contributions that a Participant makes to be invested by the Trustees shall be paid
and delivered to the Trustees to be held in the Trust Fund. The Trustees shall, and hereby agree to,
hold such funds in trust, along with the income, appreciation or depreciation and expenses thereon,
if any. Contributions to the Trust shall only be made by a Participant.
(b) All payments made by a Participant to the Trust, and all other money or property that
lawfully becomes a part of the Trust Fund, together with the income, appreciation or depreciation
and expenses, if any, therefrom, shall be held, managed and administered in trust, pursuant to the
terms of this Trust Agreement. The Trustees accept this Trust and agree to perform the duties,
responsibilities and obligations under this Trust Agreement allocated to them as fiduciaries.
2.3 Valuation and Allocation — Commingled Funds and Separate Accounts. The
Trustees shall hold the Trust Fund as a commingled fund or commingled funds in which each
separate Participant shall be deemed to have a proportionate undivided interest in the fund or funds
in which it participates and such commingled fund or funds may be invested, administered,
managed and otherwise dealt with hereunder as a commingled fund. Further, the Trustees, or their
Designee, shall create and maintain a Separate Account for each Participant based upon information
provided by the Participant and as communicated to the Trustees. Such Separate Accounts shall be
maintained on the books and records of the Trustees and are for accounting and recordkeeping
purposes only and, except as otherwise specifically provided herein, do not require a segregation of
Trust assets to each account nor do they restrict the Trustees or Investment Advisor with respect to
the investment of Trust assets which may be commingled as a single fund. Further, such records
maintained by the Trustees, or their Designee, shall be adequate to disclose the interest in the Trust
of each Participant and shall be available to a Participant for inspection.
(a) The Trust shall be allocated among Separate Accounts. Notwithstanding the
foregoing paragraph, each fund or asset of the Trust that is identified by the Trustees, or their
Designee, as allocable to a particular Participant (i.e., an "identified fund" or "identified asset "), as
well as the income, appreciation or depreciation and expenses attributable to any particular Separate
Account or to an identified asset thereof, shall be allocated or charged to that Separate Account.
4
(b) Contributions to and distributions from the Trust shall be allocated and charged to
each Participant Separate Member Account to which they relate.
(c) Upon the direction of a Participant, or by a person entitled to such information under
the applicable state laws, if any, the Trustees, or their Designee, shall periodically determine the
value of each Separate Account on such basis as the Trustees determine appropriate in their
judgment and discretion (considering the value of Trust assets and property allocated to each
Separate Account, including contributions and distributions, income, appreciation or depreciation
and expenses attributable to each Separate Account). The Trustees, or their Designee, shall render a
statement thereof to the Participant, or such person who is entitled to such information under the
applicable state laws, if any, within such time, in such format and containing such information as
may be agreed upon between the Participant and the Trustees after each valuation date. The
Trustees shall ensure that all documents which underlie such statements are available for inspection
by Participants.
(d) Asset valuation shall be conducted in accordance with the standards set forth in Section
736.08135, Florida Statutes, or in the manner prescribed in any successor to such section of law.
2.4 Trustees' Duties. The Trustees shall not have the right and shall not be subject to
any duty to demand or collect contributions from the Participants, or from any other person or
entity, or to enforce or attempt to enforce any agreement that may be considered to require
contributions to this Trust. The Trustees only shall be accountable for transfers and contributions
made to the Trust Fund in accordance with the terms of this Trust Agreement.
The powers, rights, and obligations of the Trustees shall be established and governed solely
by this Agreement.
2.5 Qualification of Trust. This Trust is intended to be exempt from income tax
pursuant to Section 115 of the Internal Revenue Code, as amended, and shall be construed and
operated in all respects consistently with that intention. The Trustees shall take no action which
would adversely affect the tax- exempt status of the Trust. The Trustees, or their Designee, may
demand assurances satisfactory to them that any action which they are directed to take will not
adversely affect the tax - exempt status of the Trust. The Trustees, or their Designee, shall take any
and all actions necessary to ensure that the Trust obtains all appropriate qualifications and
determination, to the extent necessary, that it is and continues to be exempt from income tax under
Section 115 of the Internal Revenue Code, as amended.
2.6 Purpose; Participant Requirements; Changes of Incumbency.
(a) The purpose of the Trust is to provide a surplus funds trust fund in accordance with
Florida law permitting school districts and other Public Agencies to pool monies they have
available in their treasuries, which is not immediately required to be disbursed, with the same such
monies in the treasuries of other school districts or Public Agencies, in order to take advantage of
investments and maximize net interest earnings in accordance with, and as permitted by, the
provisions of Sections 218.415 and 163.01, Florida Statutes or other laws of the State of Florida,
from time to time in effect, governing the investment of monies of a school district or other Public
Agency, and as extensively as allowed by law, No Participant shall be required to appropriate any
funds or levy any taxes to establish or contribute to this Trust. The Board of Trustees may provide
for the payment or repayment of any establishment expenses from the earnings of the Trust.
(b) Only those school districts or other Public Agencies which adopt this Trust
Agreement and have complied with the provisions of this section may become Participants. The
Financial Officer empowered to invest funds of each school district or Public Agency or such other
person designated by the Participant to serve in such capacity (such representative shall be referred
to herein as the "Financial Officer "), shall be the legal representative to act for and on behalf of
such school district or Public Agency for purposes of this Trust Agreement.
(c) Each school district or Public Agency adopting this Trust Agreement, and otherwise
complying with the provisions hereof, shall become a Participant only upon depositing into the
Trust the minimum total investment as that amount is established from time to time by the Trustees.
Initially, and until changed by affirmative action of the Trustees, the minimum total investment
shall be ten thousand dollars (510,000.00) for each account. Whenever the balance in a Participant's
account is less than the minimum established by the Trustees, the Trustees may redeem the shares
and close the account; provided that thirty days' (30) prior notice shall be given to such Participant
and redemption shall only be permitted if the Participant has not restored the balance in the account
to the minimum amount established, prior to the expiration of such thirty (30) day period which
begins with the date of such notice. If the Trustees change the minimum total investment to an
amount greater than the investment of any Participant at the time that such change becomes
effective, the investment of such Participant shall not be redeemed without such Participant's
consent.
(d) In the event that a Financial Officer of a school district or Public Agency shall
become disabled, die, resign, or be removed from office, or the office shall otherwise become
vacant, or such Financial Officer shall no longer be authorized to act on behalf of such Participant
as a Financial Officer, any funds placed in the Trust by such Financial Officer shall be held
hereunder for the benefit of the school district or Public Agency for which he or she was acting at
the time the vacancy or termination of authority occurred. Any Financial Officer assuming office,
either to fill a vacancy in such office or to begin a new term following the expiration of the term in
office of his or her predecessor, or otherwise becoming authorized to act as Financial Officer on
behalf of such Participant, shall become the succeeding legal representative of the school district or
Public Agency by filing written notification of such with the Trustees in a form acceptable to the
Trustees.
2.7 Location. The Trust shall maintain an office of record in the State of Florida and may
maintain such other offices or places of business as the Trustees may, from time to time determine.
The initial office of record of the Trust shall be: Florida Education Investment Trust Fund, in care
of the Florida School Boards Association, Inc., 203 South Monroe Street, Tallahassee, Florida
32301. The office of record may be changed from time to time by resolution of the Trustees, and
notice of such change of the office of record shall be given to each Participant.
2.8 Trustees; Signatory Public Agencies and Participants. No Signatory Public Agency
or Participant, nor any or its officers, employees, agents or representatives shall have any liability
under this Trust Agreement as a result of service by its superintendent or one of its school board
members on the Board of Trustees.
ARTICLE III - TRUST OPERATIONS
3.1 Powers of the Board of Trustees. Subject to the rights of the Participants as
provided herein, the Trustees shall be the investment officer of the Trust and shall have authority
over the Trust Property and the affairs of the Trust to administer the operation of the Trust, subject
to the requirements and restrictions of this Trust Agreement. The Trustees may do and perform such
acts and things as in their judgment and discretion, subject to the requirements and restrictions of
this Trust Agreement, as are necessary and proper for conducting the affairs of the Trust or
promoting the interest of the Trust and the Participants. The enumeration of any specific power or
authority herein shall not be construed as limiting the aforesaid general power or authority or any
specific power or authority. The Trustees may exercise any power authorized and granted to them
by this Trust Agreement. Such powers of the Trustees may be exercised without the necessity of
any order of, or resort to, any court.
3.2 Permitted Investments. The Trustees shall have the following investment powers.
(a) To conduct, operate and provide an investment program for the pooling of surplus
funds of a school district or Public Agency to take advantage of investments and to maximize net
interest earnings in Permitted Investments described in the Florida Education Investment Trust
Fund Investment Policy and Guidelines as may be modified from time to time upon prior notice
being provided to the Participants;
(b) For such consideration as they may deem proper and as may be required by law, to
subscribe for, invest in, assign, transfer, exchange, distribute and otherwise deal in or dispose of
Permitted Investments; and
(c) To contract for, and enter into agreements with respect to, the purchase and sale of
Permitted Investments.
3.3 Legal Title.
(a) Legal title to all of the Trust Property shall be vested in the Trustees on behalf of the
Participants, who shall be the beneficial owners except that the Trustees shall have full and
complete power to cause legal title to any Trust Property to be held, on behalf of the Participants, by
or in the name of the Trust, or in the name of any other Person as nominee, on such terms, in such
manner, and with such powers as the Trustees may determine, so long as in their judgment the
interest of the Trust is adequately protected in accordance with the standards and practices
authorized by Sections 736.0801 through 736.0804 and 736.0807 through 736.08135, Florida
Statutes, or the any successors to such statutes.
(b) The right, title and interest of the Trustees in and to the Trust Property shall vest
automatically in all persons who may hereafter become Trustees upon their due selection and
qualification without any further act. Upon the resignation, disability, removal, adjudication as an
incompetent, or death of a Trustee, he or she (and in the event of his or her death, his or her estate)
shall automatically cease to have any right, title or interest in or to any of the Trust Property, and the
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right, title and interest of such Trustee in and to the Trust Property shall vest automatically in the
remaining Trustees without any further act.
3.4 Disposition of Assets. The Trustees shall have full and complete power to sell,
exchange or otherwise dispose of any and all Trust Property free and clear of any and all trusts and
restrictions, at public or private sale, for cash or on terms, with or without advertisement, and
subject to such restrictions, stipulations, agreements and reservations as they shall deem proper, and
to execute and deliver any deed, power, assignment, bill of sale, or other instrument in connection
with the foregoing including giving consents and making contracts relating to Trust Property or its
use.
3.5 Taxes. The Trustees shall have full and complete power:
(a) To pay all taxes or assessments, of whatever kind or nature, validly and lawfully
imposed upon or against the Trust or the Trustees in connection with the Trust Property or upon or
against the Trust Property or income or any part thereof;
(b) To dispute, settle and compromise tax liabilities; and
(c) For the foregoing purposes to make such returns and do all such other acts and things
as may be deemed by the Trustees to be necessary or desirable.
3.6 Rights as Holders of Trust Property. The Trustees shall have full and complete
power to exercise on behalf of the Participants all of the rights, powers and privileges appertaining
to the ownership of all or any Permitted Investments or other property forming part of the Trust
corpus to the same extent that any individual might, and, without limiting the generality of the
foregoing, to vote or give any consent, request or notice or waive any notice either in person or by
proxy or power of attorney, with or without the power of substitution, to one or more Persons,
which proxies and powers of attorney may be for meetings or actions generally, or for any particular
meeting or action, and may include the exercise of discretionary powers.
3.7 Delegation: Committees. The Trustees shall have full and complete power
(consistent with their continuing exclusive authority over the management of the Trust, the conduct
of its affairs, their duties and obligations as Trustees, and the management and disposition of the
Trust Property) to delegate from time to time to such one or more of their number (who may be
designated as constituting a Committee of the Trustees) or to officers, employees or agents of the
Trust (including, without limitation, the Administrator, the Advisor and the Custodian) the doing of
such acts and things and the execution of such instruments, either in the name of the Trust or the
names of the Trustees or as their attorney or attorneys, or otherwise as the Trustees may from time
to time deem expedient and appropriate in the furtherance of the business affairs and purposes of
the Trust.
3.8 Collection Powers. The Trustees shall have full and complete power:
(a) To collect, sue for, receive and receipt for all sums of money or other property due to
the Trust including, without limitation, the power to file proofs of claim in any bankruptcy or
insolvency matter;
P.
(b) To consent to extensions of the time for payment, or to the renewal of any securities,
investments or obligations;
(c) To engage or intervene in, prosecute, defend, compromise, abandon or adjust by
arbitration or otherwise any actions, suits, proceedings, disputes, claims, demands or things relating
to the Trust Property;
(d) To foreclose any collateral, security or instrument securing any investments, notes,
bills, bonds, obligations or contracts by virtue of which any sums of money are owed to the Trust;
(e) To exercise any power of sale held by the Trustees, 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;
(f) To be parties to reorganization and to transfer to and deposit with any corporation,
committee, voting trustee or other person any securities, investments or obligations of any person
which form a part of the Trust Property, for the purpose of such reorganization or otherwise;
(g) To participate in any arrangement for enforcing or protecting the interests of the
Trustees as the owners or holders of such securities, investments or obligations and to pay any
assessment levied in connection with such reorganization or arrangement;
(h) To extend the time (with or without security) for payment or delivery of any debts or
property and to execute and enter into releases, agreements and other instruments; and
(i) To pay or satisfy any debts or claims upon any evidence that the Trustees shall deem
sufficient.
3.9 Powers: Payment of Expenses. The Trustees shall have full and complete power.
(a) To incur and pay charges or expenses which in the opinion of the Trustees are
necessary or incidental to or proper for the carrying out any of the purposes of this Trust
Agreement;
(b) To reimburse others for the payment therefore; and
(c) To pay appropriate compensation or fees from the funds of the Trust to persons with
whom the Trust has contracted or transacted business.
The Trustees shall fix the compensation, if any, of all officers and employees of the Trust. In
addition to lawful compensation, the Trustees may pay themselves or any one or more of
themselves reimbursement for expenses reasonably incurred by themselves or any one or more of
themselves on behalf of the Trust.
Notwithstanding any provision of this Trust Agreement to the contrary, in no event shall any
expenses of administration of the Trust be payable from any source other than income received
from the earnings of the Trust.
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3.10 Borrowing and indebtedness. The Trustees shall not incur indebtedness on behalf
of the Trust, or authorize the Trust to borrow money or incur indebtedness, except as expressly
provided in Section 5.2(b) of this Trust Agreement.
3.11 Deposits. The Trustees shall have full and complete power to deposit, in such a
manner as may now and hereafter be permitted by this Trust Agreement or applicable law, any
monies or funds included in the Trust Property and intended to be used for the payment of expenses
of the Trust or the Trustees, with one or more banks, trust companies or other banking institutions
whether or not such deposits will draw interest. Such deposits are to be subject to withdrawal in
such manner as the Trustees may determine, and the 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 monies, investments, or securities have been deposited. 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, without limitation, Chapter 280, Florida
Statutes.
3.12 Valuation.
The Trustees shall have full and complete power to conclusively determine in good faith the
value of any of the Trust Property and to revalue the Trust Property as the Trustees deem
appropriate consistent with the provisions of this Trust Agreement.
3.13 Fiscal Year; Accounts. The 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 Trustees pursuant to this section, the fiscal year of the Trust shall terminate on
June 30 and commence on July l of each calendar year.
3.14 Self- Dealing Prohibited.
(a) No Trustee, officer, employee or agent of the Trust shall cause or permit the Trust to
make any investment or deposit, enter into any contract or other arrangement, or perform any act
which confers or might reasonably be expected to confer any special benefit upon such person or
any Affiliate of such person. The Trustees and any reviewing court should be guided by the
provisions set for in the Code of Ethics for Public Officers and Employees (as set forth in Sections
112.313, 112.3143 and 112.3135, Florida Statutes, as may be amended from time to time) in
construing whether actions undertaken improperly confer any special benefits.
(b) The Trust shall not enter into any investment transaction with any Affiliate of the
Trust, or with the Advisor or the Administrator or any Affiliate thereof, or with any other officer,
director, employee or agent of the Trust or any Affiliate thereof. Provided, however, the Trust may
purchase and sell Permitted Investments from and to the Custodian or an Affiliate of the Custodian.
3.15 Investment Program. The Trustees shall use their best efforts to obtain, through
the Advisor or other qualified persons, a continuing and suitable investment program, consistent
with the investment policies and objectives of the Trust, and the Trustees shall be responsible for
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reviewing and approving or rejecting the investment program presented by the Advisor or such
other persons. Subject to the provisions of this Trust Agreement, the Trustees may delegate
functions arising under this Section 3.15 to one or more of their number or to the Advisor.
3.16 Power to Contract, Appoint, Retain and Employ.
Subject to the provisions of this Trust Agreement, the Trustees shall have full and complete
power to appoint, employ, retain, or contract with any person of suitable qualifications and high
repute to perform any or all of the following functions under the supervision of the Trustees:
(a) Serve as the Trust's investment advisor and consultant in connection with policy
decisions made by the Trustees;
(b) Serve as the Trust's administrator or co- administrators;
(c) Furnish reports to the Trustees and provide research, economic and statistical data in
connection with the Trust's investments;
(d) Act as consultants, accountants, technical advisors, attorneys, brokers, underwriters,
corporate fiduciaries, escrow agents, depositaries, custodians or agents for collection, insurers or
insurance agents, registrars for Shares or in any other capacity deemed by the Trustees to be
necessary or desirable;
(e) Investigate, select, and, on behalf of the Trust, conduct or engage others to manage
relations with persons acting in such capacities and pay appropriate fees to, and enter into
appropriate contacts with, or employ, or retain services performed or to be performed by, any of
them in connection with the investments acquired, sold, or otherwise disposed of, or committed,
negotiated, or contemplated to be acquired, sold or otherwise disposed of,
(f) Substitute any other person possessing the same minimum qualifications for any
such person, such replacement to be made in the same manner as the original selection;
(g) Act as attorney -in -fact or agent in the purchase or sale or other disposition of
investments, and in the handling, prosecuting or other enforcement of any lien or security securing
investments; and
(h) Assist in the performance of such ministerial functions necessary in the management
of the Trust as may be agreed upon with Trustees.
3.17 Indemnification. The Trustees shall have full and complete power, to the extent
permitted by applicable laws, to indemnify or enter into agreements with respect to indemnification
with any person with whom the Trust has dealings, to such extent as the Trustees shall determine in
accordance with law. The Trust is authorized to purchase insurance to provide such
indemnification.
3.18 Remedies. Notwithstanding any provision in this Trust Agreement, when the
Tnistees deem that there is a significant risk that an obligor to the Trust may default or is in default
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under the terms of any obligation to the Trust, the Trustees shall have full and complete power to
pursue any remedies permitted by law which, in their sole judgment, are in the interests of the Trust,
and the Trustees shall have full and complete power to enter into any investment, commitment or
obligation of the Trust resulting from the pursuit of such remedies as are necessary or desirable to
dispose of property acquired in the pursuit of such remedies.
3.19 Further Powers. The Trustees shall have full and complete power to take all
actions, do all such matters and things and execute all such agreements, documents and instruments
as they deem necessary, proper or desirable in order to carry out, promote or advance the interests
and purposes of the Trust although such actions, matters or things are not herein specifically
mentioned. Any determination as to what is in the best interests of the Trust made by the Trustees in
good faith shall be conclusive. In construing the provisions of this Trust Agreement, the
presumption shall be in favor of a grant of power to the Trustees. No provision in this Trust
Agreement, however, may be interpreted or construed in a manner which alters or reduces the duties
of the Trustees to act as fiduciaries of the Trust. The Trustees shall not be required to obtain any
court order to deal with the Trust Property.
3.20 Sovereign Immunity. The Signatory Public Agencies and Participants consist of
school districts or Public Agencies and, as such, they may be entitled to the benefits of sovereign
immunity provided by Section 13, Art. X of the Florida Constitution and the laws of the State of
Florida ( "Sovereign Immunity"). Nothing contained in this Trust Agreement, whether by action or
provisions hereof, shall constitute a waiver by a Signatory Public Agency or a Participant of any of
the benefits of Sovereign Immunity. By way of example, and not by limitation, the participation of
any Signatory Public Agency or Participant (or any Signatory Public Agency's or Participant's
officer, employee, agent or representative) on the Board of Trustees or in any action, determination,
or vote under this Trust Agreement, shall not effect a waiver of any of the benefits of Sovereign
Immunity.
ARTICLE IV- INVESTMENT ADVISOR AND ADMINISTRATOR
4.1 Appointment. The Trustees are responsible for implementing the investment
policy and program of the Trust and for supervising the officers, agents, employees, investment
advisors, administrators, distributors, and independent contractors of the Trust. The Trustees are not
required personally to conduct all of the routine business of the Trust and, consistent with their
ultimate responsibility as stated herein, the Trustees may appoint, employ or contract with an
Investment Advisor (herein "Advisor ") and an Administrator, and may grant or delegate such
authority to the Advisor and the Administrator or to any other Person whose services are obtained
by the Advisor or the Administrator, as the Trustees may, in their sole discretion, deem to be
necessary or desirable for the efficient management of the Trust, without regard to whether such
authority is normally granted or delegated by Trustees or other fiduciaries.
4.2 Duties of the Advisor. The duties of the Advisor shall be those set forth in an
Investment Advisory Agreement to be entered into between the Trust and the Advisor. Such duties
may be modified by the Trustees, from time to time, by the amendment of the Investment Advisory
Agreement subject to the limitations contained therein. Subject to the terms of this Trust
Agreement, the Trustees may authorize the Advisor to effect purchases, sales, or exchanges of Trust
Property on behalf of the Trustees or may authorize any officer, employee, agent or Trustee to
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effect such purchases, sales, or exchanges pursuant to recommendations of the Advisor, all without
further action by the Trustees. Any and all of such purchases, sales, and exchanges shall be deemed
to be authorized by all the Trustees. The Investment Advisory Agreement may authorize the
Advisor to employ other persons to assist it in the performance of its duties. The Investment
Advisory Agreement shall provide that it may be terminated without cause and without the payment
of any penalty by the Trust on sixty (60) days' written notice to the Advisor. Nothing in this Trust
Agreement or in the Investment Advisory Agreement shall limit or impair the right of the Trustees
to terminate the said Investment Advisory Agreement for cause, or to suspend the authority of the
Advisor to act for or on behalf of the Trust immediately upon written notice to the Advisor, upon a
showing of reasonable cause to believe that the Advisor has committed a material breach of the
Investment Advisory Agreement or any of its fiduciary obligations to the Trust.
4.3 Duties of the Administrator. The duties of the Administrator shall be those set
forth in an Administration Agreement to be entered into between the Trust and the Administrator.
Such duties may be modified by the Trustees, from time to time, by the amendment of the
Administration Agreement. The Administration Agreement may authorize the Administrator to
employ other persons to assist it in the performance of its duties. The Administration Agreement
shall provide that it may be terminated without cause and without the payment of any penalty by the
Trust on sixty (60) days' written notice to the Administrator. Nothing in this Trust Agreement or in
the Administration Agreement shall limit or impair the right of the Trustees to terminate the said
Administration Agreement for cause, or to suspend the authority of the Administrator to act for or
on behalf of the Trust immediately upon written notice to the Administrator, upon a showing of
reasonable cause to believe that the Administrator has committed a material breach of the
Administration Agreement or any of its fiduciary obligations to the Trust.
4.4 Successors. In the event that, at any time, the position of Advisor or of
Administrator shall become vacant for any reason, the Trustees may appoint, employ or contract
with a successor Advisor or Administrator.
ARTICLE V - INVESTMENTS
5.1 Statement of Investment Policy and Objective. Subject to the prohibitions and
restrictions contained in Section 5.2 hereof, the general investment policy and objective of the
Trustees shall be to provide to the Participants of the Trust safety of capital, liquidity of funds, and
investment income, in that order, by investing in Permitted Investments in accordance with this
Trust Agreement and any other applicable provisions of law, as the same may be amended from
time to time.
5.2 Restrictions Fundamental to the Trust. Notwithstanding anything in this Trust
Agreement which may be deemed to authorize the contrary, the Trust:
(a) May not make any investment other than investments authorized by this Trust
Agreement and the Permitted Investments list, as the same may be amended from time to time. In
the event of any such amendment, the Participants shall be provided with advance notice of the
proposed change through posting on the website to be established by the Trust;
(b) May not borrow money or incur indebtedness, whether or not the proceeds thereof
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are intended to be used to purchase Permitted Investments, except as a temporary measure to
facilitate withdrawal requests which might otherwise require unscheduled dispositions of portfolio
investments, and only as and to the extent permitted by law;
(c) May not make loans, provided that the Trust may make Permitted Investments
(which may include securities lending);
(d) May not hold or provide for the custody of any Trust Property in a manner not
authorized by law or by any institution or person not authorized by law; and
(e) May not purchase securities or shares of investment companies or any entities
similar to the Trust.
5.3 Amendment of Restrictions. The restrictions set forth in Section 5.2 hereof are
fundamental to the operation and activities of the Trust and may not be changed without the consent
of a majority of the Participants, except that such restrictions may be changed by the Trustees so as
to make them more restrictive when necessary to conform the investment program and activities of
the Trust to the laws of the State of Florida and the United States as they may from time to time be
amended.
ARTICLE VI - LIMITATIONS OF LIABILITY
6.1 Liability to Third Persons. No Participant shall be subject to any personal liability
whatsoever, in tort, contract or otherwise to any person or persons other than the Trust in
connection with Trust Property or the affairs of the Trust; and no Trustee, officer, employee or
agent (including without limitation, the Advisor, the Administrator, and the Custodian) of the Trust
shall be subject to any personal liability whatsoever in tort, contract or otherwise, to any person or
persons other than the Trust in connection with Trust Property or the affairs of the Trust, except that
each shall be liable for its, his or her bad faith, willful misconduct, gross negligence or reckless
disregard of its, his or her duties or for its, his or her failure to act in good faith in the reasonable
belief that its, his or her action was in the best interests of the Trust, and except that the Advisor and
the Administrator shall each have liability for its, his or her willful or negligent failure to take
reasonable measures to restrict investments of Trust Property to those permitted by law and this
Trust Agreement. All Persons other than the Trust shall look solely to the Trust Property for
satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any
Participant, Trustee, officer, employee or agent (including, without limitation, the Advisor, the
Administrator, and the Custodian) of the Trust is made a party to any suit or proceedings to assert or
enforce any such liability, it, he or she shall not on account thereof be held to any personal liability.
Provided, further, that notwithstanding anything in the foregoing to the contrary, any vendor,
advisor, consultant, administrator, etc., employed by or under contract with the Trust, shall be
responsible to the Trust and its Participants as intended beneficiaries, to perform in accordance with
the standards imposed in a contract with such party, by operation of law, and specifically as
provided by Section 736.0807, Florida Statutes, or by any successor to such section.
6.2 Liability to the Trust or to the Participants. No Trustee, officer, employee or
agent (including, without limitation, the Advisor, the Administrator and the Custodian) of the Trust
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shall be liable to the Trust or to any Participant, Trustee, officer, employee or agent (including,
without limitation, the Advisor, the Administrator, and the Custodian) of the Trust for any action or
failure to act (including, without limitation, the failure to compel in any way any former or acting
Trustee to redress any breach of trust) except for its, his or her own bad faith, willful misfeasance,
gross negligence or reckless disregard of its, his or her duties, and except that the Advisor shall have
liability for the willful or negligent failure to take reasonable measures to restrict investments of
Trust Property to those permitted by law and this Trust Agreement; provided, however, that the
provisions of this Section 6.2 shall not limit the liability of any agent (including, without limitation,
the Advisor, the Administrator, and the Custodian) of the Trust with respect to breaches by it of a
contract between it and the Trust.
6.3 Indemnification.
(a) As used in this Section 6.3:
(1) "Trust Representative" means an individual who is or was a Trustee, officer,
employee, or agent (including without limitation the Advisor, the Administrator, and the
Custodian).
(2) "Expenses" includes attorney fees.
(3) "Liability" means the obligation to pay a judgment, settlement, penalty, fine,
or reasonable expense incurred with respect to a proceeding.
(4) "Party" includes an individual who was, is, or is threatened to be named a
defendant or respondent in a proceeding.
(5) Proceeding" means any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, and whether formal or
informal.
(b) Except as provided in subsection (c) hereof, the Trust shall, to the extent of income
or earnings of the Trust, indemnify against liability incurred in any proceeding by an individual
made a party to the proceeding because of his status as a Trust Representative if he or she
conducted him or herself in good faith, and (i) he or she reasonably believed that his or her conduct
was in the Trust's best interests or, (ii) in the case of a criminal proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful.
(c) In no event may the Trust indemnify the Advisor or the Administrator for expenses
or liability arising out of any willful or negligent violation by either of them of the restrictions on
investments of the Trust Property. Further, the Trust shall not indemnify any Trust Representative
under this Section either (i) in connection with a proceeding by or in the right of the Trust in which
the Trust Representative was adjudged liable to the Trust, or (ii) in connection with any proceeding
charging improper personal benefit to him or her, in which such person was adjudged liable on the
basis that personal benefit was improperly received by him or her in connection with a proceeding
by or in the right of the Trust. Indemnification is in all cases limited to reasonable expenses
incurred.
W
(d) Except as provided in subsection (c) of this Section, the termination of any
proceeding by judgment, order, settlement, or conviction, or upon a plea of polo conlendere or its
equivalent, is not of itself determinative that the individual did not meet the standard of conduct set
forth in subsection (b) of this Section.
(e) No indemnification shall be made unless and unfit a specific determination has been
made that indemnification is authorized under this Section 6.3. Such determination shall be made by
the Board of Trustees by a majority vote of a quorum, which quorum shall consist of Trustees not
parties to the proceeding. If such quorum cannot be obtained, the determination shall be made by a
majority vote of a committee of Trustees designated by the Board of Trustees, which committee
shall consist of two or more Trustees not party to the proceeding. Trustees who are parties to the
proceeding may participate in designating Trustees for the committee. If the said quorum cannot be
obtained or the committee cannot be established, or if such quorum is obtained or committee is
designated and such quorum or committee so directs, the determination may be made by
independent legal counsel selected by a vote of the Board of Trustees or the committee as specified
above. If independent counsel determines that indemnification is required under this Section,
authorization of indemnification and evaluation as to reasonableness of expenses shall be made by
the body that selected such counsel.
(f) The Trust may pay for or reimburse the reasonable expenses incurred by a Trust
Representative who is a party to a proceeding in advance of final disposition thereof if (i) the Trust
Representative furnishes the Trust a written affirmation of his good faith belief that he or she has
met the standard of conduct described in subsection (b) of this Section and a written undertaking
executed personally to repay the advance if it is ultimately determined that indemnification is not
authorized under this Section, and (ii) it is determined as provided in subsection (e) above that the
facts then known would not preclude indemnification under this Section.
(g) Any indemnification of or advance of expenses to a Trust Representative pursuant to
this Section shall be reported in writing to the Participants as soon as practicable, if such
indemnification of or advance of expenses arises out of a proceeding by or on behalf of the Trust.
(h) No Trust Representative entitled to indemnification may take or be paid the same
except out of the earnings of the Trust, and no Participant shall be personally liable to any such
Trust Representative for all or any portion of such indemnity.
6.4 Surety Bonds. The Board of Trustees shall require the Trustees, the Advisor, the
Administrator, any Custodian, the Auditor, and any other agent of the Trust deemed by the Trustees
appropriate, to give such surety and other bonds as the Board of Trustees from time to time
determines are necessary to protect the Trust. The cost of any and all such bonds shall be paid as an
expense of administration of the Trust. Such bonds shall be underwritten by companies rated in the
highest tier by a nationally recognized rating agency.
6.5 Apparent Authority. No purchaser, seller, transfer agent or other person dealing
with the Trustees or any officer, employee or agent of the Trust shall be bound to make any inquiry
concerning the validity of any transaction purporting to be made by the Trustees or by such officer,
employee or agent or make inquiry concerning or be liable for the application of money or property
16
paid, transferred or delivered to or on the order of the Trustees or of such officer, employee or
agent.
6.6 Representative Capacity; Recitals. Any written instrument creating an obligation
of the Trust shall be conclusively taken to have been executed by a Trustee or an officer, employee
or agent of the Trust only in his capacity as a Trustee under this Trust Agreement or in his or her
capacity as an officer, employee or agent of the Trust. Any written instrument creating an obligation
of the Trust shall refer to this Trust Agreement and shall contain a recital to the effect that the
obligations thereunder are not personally binding upon, nor shall resort be had to the property of,
any of the Trustees, Participants, officers, employees or agents of the Trust, and that only the Trust
Property or a specific portion thereof shall be bound, and such written instrument may contain any
further similar recital which may be deemed appropriate; provided ho)vever, that the omission of
any recital pursuant to this Section 6.6 shall not operate to impose personal liability on any of the
Trustees, Participants, officers, employees or agents of the Trust, or to void any obligations created
in the instrument.
6.7 Reliance on Experts. Each Trustee and each officer of the Trust shall, in the
performance of his or her duties, be fully and completely justified and protected with regard to any
act or any failure to act resulting from reliance in good faith upon the books of account or other
records of the Trust, upon an opinion of counsel or upon reports made to the Trust by any of its
officers or employees or by the Advisor, the Administrator, the Custodian, accountants, appraisers
or other experts or consultants selected with reasonable care by the Trustees or officers of the Trust.
6.8 Insurance. The Trustees shall obtain general and official liability and property
damage insurance and errors and omission insurance for the protection of the Trust Property and the
Trustees, Treasurers, Participants, officers, auditors, employees and agents of the Trust in the
operation and conduct of the Trust in such amounts as the Board of Trustees deems adequate to
ensure against all claims and liabilities of every nature, to the extent such insurance may be
available at reasonable rates.
ARTICLE VII - INTERESTS OF PARTICIPANTS
7.1 General. The beneficial interests of the Participants hereunder in the Trust Property
and the earnings thereon shall, for convenience of reference, be divided into Shares, which shall be
used as units to measure the proportionate allocation to the respective Participants of the beneficial
interests hereunder. The number of Shares that may be used to measure and represent the
proportionate allocation of beneficial interests among the Participants is unlimited. All Shares shall
be of one class representing equal distribution, liquidation and other rights. The beneficial interest
hereunder measured by the Shares shall not entitle a Participant to preference, preemptive,
appraisal, conversion, or exchange rights of any kind with respect to the Trust or the Trust Property.
Title to the Trust Property of every description and the right to conduct any affairs herein described
are vested in the Trustees on behalf, and for the beneficial interest, of all of the Participants, and the
Participants shall have no individual interest therein other than the beneficial interest conferred
hereby and measured by their Shares, and they shall have no right to call for any partition or
division of any property, profits, rights or interests of the Trust nor can they be called upon to share
or assume any losses of the Trust or suffer an assessment of any kind by virtue of the allocation of
Shares to them, except as expressly provided in this Trust Agreement. Provided, further, that this
17
provision shall not be interpreted or construed to modify or limit any of the rights of Participants
expressed anywhere else in this Trust Agreement or as provided by law.
7.2 Allocation of Investment Accounts.
(a) The Trustees in their discretion may from time to time allocate monies, in addition to
the then allocated investment values, to the Participants in such amount and in such type of
consideration (including, without limitation, income from the investment of Trust Property), at such
time or times (including, without limitation, each business day), and on such terms as the Trustees
may deem best.
(b) Monies may be allocated only to a school district or Public Agency that has become
a Participant of the Trust in accordance with the terms of this Trust Agreement. A Participant may
establish more than one account within the Trust for such Participant's convenience.
(c) Unless otherwise determined by the Trustees pursuant to the Trust Agreement, the
minimum amount of funds which may be maintained in an account in the Trust by a Participant at
any one time shall be ten thousand dollars ($10,000.00).
7.3 Evidence of Investment. Evidence of each Participant's investment shall be
reflected in a Share Register maintained by or on behalf of the Trust, and the Trust shall not be
required to issue certificates as evidence of Share allocation. The Trustees shall use their best efforts
to make the Share Register available for review by Participants on a website to be established by the
Trust.
7.4 Redemptions. Payments by the Trust to Participants are for convenience referred to
in this Trust Agreement as "redemptions." Any and all of a Participant's investment may be
redeemed at the option of the Participant upon and subject to the terms and conditions provided in
this Trust Agreement. The Trust shall, upon application of any Participant, promptly redeem such
Participant's investment equivalent to the proportionate interest in the net assets of the Trust at the
time of the redemption. The procedures for effecting redemption shall be as adopted by the Trustees
and as set forth in the Information Statement of the Trust, as the same may be amended from time to
time; provided, however, except as set forth in Sections 7.5, 7.6 and 7.7, such procedures shall not
be structured so as to substantially and materially restrict the ability of the Participants to withdraw
funds from the Trust by the redemption of a Participant's investment, and provided farther that no
early withdrawal or other penalty charges shall be imposed upon any Participant for the redemption
or withdrawal of its funds from the Trust. In the event of any disagreement between a Participant
and the Trust regarding the amount of the distribution upon redemption by a Participant, the Trust's
accountant shall be deemed the final arbitrator of such dispute and shall provide the Trustees and
the Participant with documents disclosing the method of calculating the amount distributed.
7.5 Suspension of Redemption; Postponement of Payment. Each Participant, by its
adoption of this Trust Agreement, agrees that the Trustees may, without the necessity of a formal
meeting of the Trustees, temporarily suspend the right of redemption or postpone the date of
payment for withdrawal of funds from the Trust for the whole or any part of any period;
(a) During which there shall have occurred any state of war, national emergency, act of
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God, banking moratorium or suspension of payments by banks in the State of Florida or any general
suspension of trading or limitation of prices on the New York Stock Exchange or the American
Stock Exchange (other than customary week -end and holiday closing); or
(b) During which any emergency situation exists, as a result of which disposal by the
Trust of Trust Property is not reasonably practicable because of the substantial losses which might
be incurred, or it is not reasonably practicable for the Trust fairly to determine the value of its net
assets.
Such suspension or postponement shall not alter or affect a Participant's beneficial interest
hereunder or the accrued interest and earnings thereon. Such suspension or payment shall take effect
at such time as the Trustees shall specify but not later than the close of business on the business day
next following the declaration of suspension, and thereafter there shall be no right of redemption or
payment until the Trustees shall declare the suspension or postponement at an end, except that the
suspension or postponement shall terminate in any event on the first day on which the period
specified in subsection (a) or in this subsection (b) shall have expired, as to which the determination
of the Trustees shall be conclusive. In the case of a suspension of the right of redemption or a
postponement of payment to a Participant, a Participant may either (i) withdraw its request for
redemption or (ii) receive payment based on the net asset value existing after the termination of the
suspension.
7.6 Defective Redemption Requests. In the event that a Participant shall submit a
request for the redemption of a greater amount than is then allocated to such Participant, such
request shall not be honored and, each Participant, by its adoption of this Trust Agreement, agrees
that the Trustees shall have full and complete power to redeem no more than the proportionate
amount allocated to such Participant, at a redemption price determined in accordance with Section
7.4 hereof, sufficient to reimburse the Trust for any fees, expenses, costs or penalties actually
incurred by the Trust as a result of such defective redemption request.
ARTICLE VIII - RECORD OF SHARES
8,1 Share Register. The Share Register shall be kept by or on behalf of the Trustees,
under the direction of the Trustees, and shall contain (i) the names and addresses of the Participants
(including both a post office address for regular United States mail and a valid electronic mail
address), (ii) the number of Shares representing their respective beneficial interests hereunder, and
(iii) a record of all allocations and redemptions thereof. Such Share Register shall be conclusive as
to the identity of the Participants to which the Shares are allocated. Only Participants whose
allocation of Shares are recorded on such Share Register shall be entitled to receive distributions
with respect to Shares or otherwise to exercise or enjoy the rights and benefits related to the
beneficial interest hereunder represented by the Shares. No Participant shall be entitled to receive
any distribution, nor to have notices given to it as herein provided, until it has given its appropriate
address to such officer or agent of the Trust who shall keep the Share Register for entry thereon.
8.2 Registrar. The Trustees shall have full and complete power to employ a registrar.
Unless otherwise determined by the Trustees the Share Register shall be kept by the Administrator
which shall serve as the registrar for the Trust. The registrar shall record the original allocations of
Shares in the Share Register. Such registrar shall perform the duties usually performed by registrars
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of certificates and shares of stock in a corporation, except as such duties may be modified by the
Trustees.
8.3 Owner of Record. No Person becoming entitled to any Shares in consequence of
the merger, reorganization, consolidation, bankruptcy or insolvency of any Participant or otherwise,
by operation of law, shall be recorded as the Participant to which such Shares are allocated and shall
only be entitled to the redemption value of such Shares. Until the person becoming entitled to such
redemption value shall apply for the payment thereof and present any proof of such entitlement as
the Trustees may in their sole discretion deem appropriate, the Participant of record to which such
Shares are allocated shall be deemed to be the Participant to which such Shares are allocated for all
purposes hereof, and neither the Trustees nor the registrar nor any officer or agent of the Trust shall
be affected by any notice of such merger, reorganization, consolidation, bankruptcy, insolvency or
other event.
8.4 No Transfers of Shares. The beneficial interests measured by the shares shall not
be transferable, in whole or in part, other than to the Trust itself for purposes of redemption.
8.5 Limitation of Fiduciary Responsibility. The Trustees shall not, nor shall the
Participants or any officer, registrar or other agent of the Trust, be bound to see to the execution of
any trust, express, implied or constructive, or of any charge, pledge or equity to which any of the
Shares or any interest therein are subject, or to ascertain or inquire whether any redemption of any
such Shares by any Participant or its representatives is authorized by such trust, charge, pledge or
equity, or to recognize any person as having any interest therein except the Participant recorded as
the Participant to which such Shares are allocated. The receipt of the Participant in whose name any
Share is recorded or of 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 liability to see to the
proper application thereof.
8.6 Notices. Any and all notices to which Participants are hereunder entitled and any
and all communications shall be deemed duly served or given if (a) mailed, postage prepaid,
addressed to Participants of record at their last known post office addresses, or (b) sent by electronic
mail addressed to the Participants of record at their last known electronic mail address, in each case
as recorded in the Share Register provided for in Section 8.1 hereof. Copies of such notices shall be
provided to the Financial Officer, Superintendent and School Board Chairperson of all districts
which are Participants in the Trust.
ARTICLE IX — RECORDS AND REPORTS
9.1 Inspection of Records. The records of the Trust shall be open to inspection by any
Participant at all reasonable business hours. The Trustees shall use their best efforts to communicate
administrative and investment decisions to Participants through a website to be established by the
Trust.
9.2 Reports. The Trustees shall cause to be prepared at least annually (i) a report of
operations containing a statement of assets, liabilities, operations, changes in investments and
earnings thereon, and changes in net assets of the Trust, prepared in conformity with generally
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accepted accounting principles and (ii) an opinion of an independent certified public accountant on
such financial statements based on an examination of the books and records of the Trust made in
accordance with generally accepted auditing standards. A signed copy of such report and opinion
shall be filed with the Trustees within ninety (90) days after the close of the period covered thereby.
The Participants shall be permitted to review the annual report submitted by the Trustees. This
review is to establish that the Trust is operating in compliance with the Trust Agreement as set forth
herein.
The Trustees shall keep accurate minutes of all meetings of the Board of Trustees and shall
use best efforts to post such minutes on the website to be established by the Trust.
In addition, the Trustees shall furnish to the Participants at least quarterly an interim report
prepared in conformity with generally accepted accounting principles containing an unaudited
balance sheet of the Trust as at the end of such quarterly period and statements showing details of
operations and changes in net assets for the period from the beginning of the then current fiscal year
to the end of such quarterly period.
ARTICLE X - TRUSTEES AND OFFICERS
10.1 Number, Qualification and Succession of Trustees.
(a) The governing body of the Trust shall be the Board of Trustees, the membership of
which shall be determined as herein provided.
(b) The number of Trustees shall initially be eight (8) voting Trustees and two (2) ex
oricfo Trustees and shall thereafter be fixed from time to time by the mutual agreement of the
Florida School Boards Association, Inc. (FSBA) and Florida Association of District School
Superintendents, Inc. ( FADSS), provided, hmmmer, that the number of Trustees shall at no time be
less than three (3) or more than fifteen (15). No reduction in the number of Trustees shall have the
effect of removing any Trustee from office prior to the expiration of his or her term. FSBA shall
appoint four initial Trustees for a three year term and FADSS shall appoint four initial Trustees for
a three year term. Thereafter, as terms expire, the original appointing organization will appoint
successors. The Executive Director of the FSBA and the Executive Director of FADSS shall serve
as cox officio Trustees with all of the powers of the other Trustees except for the power to vote on
matters coming before the Board of Trustees. Every year as of January 1 st, a Certificate of Trustees
which lists the Trustees who shall serve for the forthcoming calendar year shall be prepared and
posted on the website established by the Trust.
(c) The Trustees shall be natural persons_ All of the Trustees appointed by the FSBA
shall be duly elected school board members. All of the Trustees appointed by FADSS shall be duly
elected or appointed school superintendents.
(d) Trustees shall be appointed as provided in Section 10.4 hereof. No such appointment
shall become effective, however, until the person appointed qualifies for such office by delivering
to the Chairperson of the Board of Trustees a writing signed by him or her (i) accepting such
appointment, and (ii) agreeing to be bound by the terms of this Trust Agreement. Qualification must
be completed within twenty (20) days after such person is notified of his or her appointment, and
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failure to meet this requirement shall void the appointment.
(e) Whenever a vacancy in the number of Trustees shall occur until such vacancy is
filled, the Trustees or Trustee continuing in office, regardless of their number, shall have all the
powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this
Trust Agreement.
(f) Upon the appointment and qualification of any person to the office of Trustee, the
Trust Property shall vest in such new Trustee without necessity of any further act or conveyance.
(g) The Trustees, in their capacity as Trustees, shall not be required to devote their entire
time to the business and affairs of the Trust.
10.2 Organizational Trustees. In accordance with Section 10.1(b), the following
persons are appointed as initial Trustees:
FSBA: Bill Graham, Palm Beach County School Board
FSBA: Hazel Sellers, Polk County School Board
FSBA: Walter Miller, Manatee County School Board
FSBA: Dr. Al Williams, Volusia County School Board
FADSS: Dr. Joe Joyner, St. Johns County Superintendent
FADSS: Alberto Carvalho, Miami -Dade County Superintendent
FADSS: Ed Pratt - Dannals, Duval County Superintendent
FADSS: Dr. Alexis Tibbetts, Okaloosa County Superintendent
10.3 Vacancies.
(a) A Trustee's office shall be deemed vacant upon the occurrence of any one of the
following events:
If a person who was duly appointed fails, neglects or refuses to qualify for office within
twenty (20) days after the date he or she is notified of such appointment;
(ii) If a person who was duly appointed submits a written resignation to the
Board of Trustees;
(iii) If a person who was duly appointed becomes disabled or dies during his or
her term of office;
(iv) If a person who was duly appointed ceases to meet the requirements for the
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office of Trustee;
(v) If a person who was duly appointed is convicted of a felony or is or becomes
the subject of an Order for Relief entered pursuant to the United States Bankruptcy Code (11 USC
§§101 et seer.);
(vi) If a court of competent jurisdiction voids the appointment or removes a
person duly appointed for any cause whatsoever, but only after his or her right to appeal has been
waived or otherwise exhausted; or
(vii) If the person who was duly appointed is removed from office pursuant to
Section 10.5 hereof
(b) No vacancy in the office of any Trustee shall operate to annul this Trust Agreement
or to revoke any existing agency created pursuant to the terms of this Trust Agreement, and title to
any Trust Property held in the name of such Trustee and the other Trustees or otherwise, shall, in
the event of a vacancy in the office of such Trustee, vest in the continuing or surviving Trustees
without necessity of any further act or conveyance.
10A Appointment; Term of Office.
(a) Trustees are appointed for terms of three years.
(b) Any vacancy on the Board of Trustees may be filled by an appointee qualified under
the terms of this Trust Agreement selected by the FSBA or FADSS (depending on which
organization appointed the departing Trustee), but such appointment is valid only for the then
unexpired portion of the term.
(c) A Trustee remains in office until a vacancy occurs in his or her office as provided in
Section 10.3 hereof, or until his or her successor is duly appointed and qualifies for office.
10.5 Resignation and Removal.
(a) Any Trustee may resign (without need for prior or subsequent accounting) by an
instrument in writing signed by him or her and delivered to the Chairperson and such resignation
shall be effective upon such delivery or at a later date according to the terms of the notice.
(b) Any Trustee may be removed for good cause by action of two- thirds of the other
Trustees,
(c) Upon ceasing to be a Trustee, such person shall execute and deliver such documents
as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining
Trustees any Trust Property held in the name of the resigning or removed Trustee. Upon the
incapacity or death of any Trustee, his or her legal representative shall execute and deliver on his or
her behalf such documents as the remaining Trustees shall require as provided in the preceding
sentence.
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10.6 Officers and Advisors. The Trustees shall annually designate a Chairperson who
shall be the Chief Executive Officer of the Trust and a Vice Chairperson, who shall have such
duties as the Trustees shall deem advisable and appropriate. The positions of Chairperson and Vice
Chairperson shall rotate between a Trustee appointed by the FSBA and a Trustee appointed by
FADSS. The initial Chairperson, Bill Graham, is a Trustee who is appointed by the FSBA and the
initial Vice Chairperson, Dr. Joe Joyner, is a Trustee who is appointed by FADSS. The Trustees
may elect or appoint, from among their number or otherwise, a Treasurer and a Secretary, who shall
have such powers, duties and responsibilities as the Trustees may deem to be advisable and
appropriate. The Trustees may elect or appoint, from among their number or otherwise, or may
authorize the Chairperson to appoint, one or more Assistant Secretaries and Assistant Treasurers,
and such other officers or agents, who shall have such powers, duties and responsibilities as the
Trustees may deem to be advisable and appropriate. Two or more officers, except those of
Chairperson and Vice Chairperson, may be held by the same person. The Treasurer, the Secretary,
the Advisor, the Administrator, the Custodian and Legal Counsel may attend meetings of the
Trustees but, except in the case of a Treasurer or a Secretary who may be a member of the Board of
Trustees, shall have no voting power.
10.7 By -Laws; Quorum of Trustees.
(a) The Trustees may adopt and, from time to time, amend or repeal By -Laws for the
conduct of the business of the Trust, and in such By -Laws, among other things, may define the
duties of the respective officers, agents, employees and representatives of the Trust.
Notwithstanding the foregoing, absent adoption of By -Laws addressing the same, the Trustees may
define the duties of the respective officers, agents, employees and representatives of the Trust, and
such other matters regarding administration of the Trust not specifically addressed in this Trust
Agreement, by resolution of the Board of Trustees.
(b) A quorum for the purposes of any meeting or vote of the Trustees shall consist of a
majority of the Trustees entitled to vote at a meeting of the Board of Trustees.
ARTICLE XI -
DETERMINATION OF NET ASSET VALUE AND NET INCOME: DISTRIBUTIONS TO
PARTICIPANTS
11.1 Net Asset Value. The net asset value of each allocated Share of the Trust shall be
determined once on each business day at 8:00 a.m. Eastern Time for the prior business day, or such
time as the Trustees by resolution may determine. The method of determining net asset value shall
be established by the Trustees and shall be set forth in an Information Statement as the same may be
amended from time to time. The duty to make the daily calculations may be delegated by the
Trustees to the Advisor, the Administrator, the Custodian or such other Person as the Trustees by
resolution may designate.
11.2 Retained Reserves. The Trustees may retain from the earnings of the Trust such
amount as they may deem necessary to pay the debts and expenses of the Trust and to meet other
obligations of the Trust, and the Trustees shall also have the power to establish such reasonable
reserves from earnings as they believe may be required to protect the Trust and the Participants
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against contingent liabilities.
ARTICLE XII — CUSTODIAN
12,1 Duties. The Trustees shall employ a bank or trust company organized under the
Laws of the United States of America as Custodian with authority as its agent, but subject to such
restrictions, limitations and other requirements, if any, as may be contained in this Trust Agreement,
the By -Laws of the Trust or otherwise determined by resolution of the Board of Trustees, to
perform the duties set forth in the Custodian Agreement to be entered into between the Trust and the
Custodian. Such Custodian must be a qualified public depository as provided in Section 280.02,
Florida Statute.
12.2 Appointment. The Trustees shall have the power to select and appoint the
Custodian for the Trust. The Custodian Agreement may be terminated at any time without cause
and without the payment of any penalty by the Trust on sixty (60) days' written notice to the
Custodian.
12.3 Disbursement and Collection Agent. The Trustees may also authorize the
employment of a Disbursement and Collection Agent from time to time to perform acts and services
upon such terms and conditions, as may be agreed upon between the Custodian and said agent and
approved by the Trustees; provided, however, that, in every case, such Disbursement and Collection
Agent shall be a bank or trust company duly organized under the laws of the United States of
America or one of the states thereof and shall be a state designed qualified public depository.
12.4 Successors. In the event that at any time the Custodian or the Disbursement and
Collection Agent shall resign or shall be terminated pursuant to the provisions of the Custodian
Agreement or disbursement and Collection Agreement, the Trustees shall appoint a successor
thereto.
ARTICLE XIII - RECORDING OF TRUST AGREEMENT
13.1 Recording. This Trust Agreement and any amendments hereto shall be filed,
registered, recorded or lodged as a document of public record in such place or places and with such
official or officials as may be required by law or as the Trustees may deem appropriate. Without
limiting the generality of the foregoing, this Trust Agreement will be filed with the applicable
circuit court or courts pursuant to Section 163.01, Florida Statutes and this Trust Agreement shall be
effective upon such filing. Each amendment so filed, recorded or lodged shall be accompanied by a
Certificate signed and acknowledged by a Trustee stating that such action was duly taken in the
manner provided for herein; and unless such amendment or such certificate sets forth some earlier
or later time for the effectiveness of such amendment, such amendment shall be effective upon its
filing. An amended Trust Agreement, containing or restating the original Trust Agreement and all
amendments theretofore made, may be executed any time or from time to time by a majority of the
Trustees and shall, upon filing, recording or lodging in the manner contemplated hereby, be
conclusive evidence of all amendments contained therein and may thereafter be referred to in lieu of
the original Trust Agreement and the various amendments thereto.
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ARTICLES XIV
AMENDMENTS TO TRUST AGREEMENT AND PERMITTED INVESTMENTS LIST;
TERMINATION OF TRUST; DURATION OF TRUST
14.1 Amendment to Trust Agreement or Permitted Investments List; Termination.
(a) The provisions of this Trust Agreement and the Permitted Investments list may be
amended or altered, or the Trust may be terminated, by the affirmative vote of a majority of the
Trustees provided, however, the affirmative vote of two- thirds of the Trustees entitled to vote shall
be required to enact any amendment which would change any rights with respect to any allocated
Shares of the Trust by reducing the amount payable thereon upon liquidation of the Trust, or which
would diminish or eliminate any rights of the Participants. Substantive amendments to the
limitations upon personal liability of the Participants and Trustees and to the prohibition of
assessments upon Participants shall require the unanimous approval of all Trustees entitled to vote.
No liability shall attach to the Trustees, however, for any failure or refusal on their part to act
pursuant to the power granted in this subsection (a).
(b) Upon the termination of the Trust pursuant to this Section 14, 1, the Trust shall carry
on no business except for the purpose of winding up its affairs, (ii) the Trustees shall proceed to
wind up the affairs of the Trust and all of the powers of the Trustees under this Trust Agreement
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, securities or other property of any kind, discharge or pay its liabilities, and do all other acts
appropriate to liquidate its affairs, provided, hosvever, that any sale, conveyance, assignment,
exchange, transfer, or other disposition of all or substantially all of the Trust Property shall require
approval of the principal terms of the transaction and the nature and amount of the consideration by
affirmative vote of not less than a majority of the Trustees entitled to vote thereon, and (iii) after
paying or adequately providing for the payment of all liabilities, and upon receipt of such releases,
indemnities and refunding agreements as they deem necessary for their protection, the 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.
(c) Upon termination of the Trust and distribution to the Participants as herein provided,
a majority of the Trustees shall execute and lodge among the records of the Trust an instrument in
writing setting forth the fact of such termination, and the Trustees shall thereupon be discharged
from all further liabilities and duties hereunder, and the right, title and interest of all Participants
shall cease and be cancelled and discharged.
(d) A certification in recordable form signed by a majority of the Trustees setting forth
an amendment and reciting that it was duly adopted by the Trustees as aforesaid or a copy of the
Trust Agreement, as amended, in recordable form, and executed by a majority of the Trustees, shall
be conclusive evidence of such amendment.
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14.2 Duration. The Trust shall continue in existence in perpetuity, subject in all respects
to the provisions of this Article XIV.
ARTICLE XV — MISCELLANEOUS
15.1 Governing Law. This Trust Agreement is executed by the Signatory Public
Agencies and delivered in the State of Florida and with reference to the laws thereof, and the rights
of all parties and the validity, construction and effect of every provision hereof shall be subject to
and construed according to the Laws of the State of Florida (without regard to its conflicts of law
rules). Venue for any dispute, breach or other legal action relating to the interpretation or
implementation of this Trust Agreement shall lie in a court of competent jurisdiction in Leon
County, Florida.
15.2 Counterparts. This Trust Agreement may be executed iii several counterparts, each
of which when so executed shall be deemed to be an original, and such counterparts, together, shall
constitute but one and the same instrument, which shall be sufficiently evidenced by any such
original counterpart,
15.3 Reliance by Third Parties. Any certificate executed by an individual who
according to the then current records of the Trust appears to be a Trustee, the Secretary or the
Treasurer of the Trust, certifying to (a) the number or identity of Trustees or Participants, (b) the
due authorization of the execution of any instrument or writing, (c) the results of any vote of
Trustees or Participants, (d) the fact that the number of Trustees or Participants present at any
meeting or executing any written instrument satisfies the requirements of this Trust Agreement, or
(e) the form of any By -Laws adopted by, or the identity of any officers or any facts which in any
manner relate to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in
favor of any Person dealing with the Trustees or any of them or the Trust and the successors of such
Person.
15.4 Provisions in Conflict with Law. The provisions of this Trust Agreement are
severable, and if the Trustees shall determine with the advice of counsel that any one or more of
such provisions are in conflict with applicable federal or Florida laws, those conflicting provisions
shall be deemed never to have constituted a part of this Trust Agreement, provided, however, that
such determination by the Trustees shall not affect or impair any of the remaining provisions of this
Trust Agreement or render invalid or improper any action taken or omitted (including, but not
limited to, the election of Trustees) prior to such determination.
15.5 Section Headings. Any headings preceding the text of the several Articles and
Sections of the Trust Agreement and any table of contents or marginal notes appended to copies
hereof, shall be solely for convenience of reference and shall neither constitute a part of this
Indenture of Trust nor affect its meaning, construction or effect.
15.6 Adoption by School Districts or Other Local Government Entities; Written
Investment Policies of Participants; Resignation and Withdrawal of Participants.
(a) Any school district or Public Agency meeting the requirements hereof may become a
Participant of this Trust by (i) taking all required official action to adopt and authorize the execution
27
of this Trust Agreement including, without limitation, adopting a written investment policy
consistent with this Trust Agreement and the Permitted Investments list or amending or modifying
any existing written investment policy not consistent with this Trust Agreement or the Permitted
Investments list, and (ii) furnishing the Trustees with satisfactory evidence that such official action
has been taken. A copy of this Trust Agreement may be adopted by executing a written instrument
of adoption in such form as may be prescribed by the Trustees. Delivering an acknowledged copy of
such instrument shall constitute satisfactory evidence of the adoption contemplated by this Section.
(b) By joining in or adopting this Trust Agreement, each Participant agrees that it will
maintain a written investment policy consistent with the provisions of this Trust Agreement and the
Permitted Investments list, as each of the same is amended from time to time.
(c) Any Participant may resign and withdraw from the Trust by sending a written notice
to such effect to the Chairman of the Trust and the Administrator and by requesting the redemption
of all Shares then held by it or in accordance with any other procedure authorized by the Trustees or
Board of Participants. Such resignation and withdrawal shall become effective upon the receipt
thereof by the Chairman of the Trust and the Administrator. No resignation and withdrawal by a
Participant shall operate to annul this Trust Agreement or terminate the existence of the Trust.
IN WITNESS WHEREOF, the school districts or Public Agencies of the State of Florida
acting in the capacity of Signatory Public Agencies of the Trust have executed this Trust Agreement
together with the Trustees by the execution of the addenda, which are attached to this Trust
Agreement. By the execution of the addenda, the respective Trustees and Signatory Public
Agencies are intending to adopt and be bound by the terms of this Trust Agreement.
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