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SECTION S. 04. DUTIES OF THE TRUST COUNSEL. The duties of the <br />Trust Counsel shall be: (A) to construe the terms and provisions <br />of this Agreement and advise the Board with respect to its powers <br />and duties thereunder; (B) review and approve the ordinances and <br />joinder agreements of Public Entities desiring to become <br />Participants; (C) attend all meetings of the Board and provide <br />legal advise and consultation as requested; and (D) bring, <br />prosecute, appear in, or defend, all on behalf of the Trust and in <br />the name of the Trust any suit or administrative proceeding, for <br />the enforcement of or arising out of or with respect to this <br />Agreement. <br />SECTION 5.05. SUCCESSORS. If, at any time, the position of <br />Investment Advisor, Administrator or Trust Counsel shall become <br />f vacant -for any reason, the Trustees may appoint, employ or contract <br />with a successor. Nothing herein shall be construed to prohibit <br />the Trust from performing the duties of the Administrator through <br />its own direct employees. <br />24 <br />