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+ APPENDIX C
<br />INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS
<br />TRUST AGREEMENT WITH
<br />THE ICMA RETIREMENT CORPORATION
<br />AGREEMENT trade by and between the Employer harried in the attached mo
<br />lution and the Irterrhational City Management Association Retirement Corpora -
<br />bon (herdna111V dha'TruslW or 'Retirement Corporaoonj, a r*nprofit corpora
<br />Oen agartirsd and wisting under the taws of the Stated Deiawara kr the purpose
<br />d investing and 0"rivise administonng the funds set aside by Employers in
<br />connection with Cielerrod compensation plans es°tabllshe d urKler section 457 of
<br />the Internal Revenue Code of 1954 Wv Todej This Agreement Miall take atoct
<br />upon acceptance by the Trustee of its Appointment by the Employer to serve
<br />as Trustee in accordance herewth as set forth in the Attached resolution.
<br />WHEREAS, the Employer has established a deferred comperWt on plan under
<br />section 457 of the Code Mv 'Ptanj;
<br />WHEREAS, in order that there will be sufficient funds available to discharge
<br />ft Employer's contractual obligations under the Plan, the Employer desires to
<br />AM aside peri c"ly amourft equal to the amcurt d compensation deferred,
<br />WHEREAS, the funds sot Aside, together with any and All assets derived from
<br />Ow inestment thereof, are to be exclusively within the dominion, control, and
<br />own,orship d the Employer, and aubfect to the Employer's Absolute right of with-
<br />drawal, no empbyrees having any interest wfhatsoevar therein;
<br />NOW, THEREFORE, this Agreement witnesseth that (a) the Employer will pay
<br />monies to the Trustee to be placed in deterred compensation accounts tot the
<br />Employer, (b) the Trustee cVrenards that It will hold said sums, and any other
<br />funds which rt may receive hereunder, in trust for the uses and purposes and
<br />upon the teams mid conditions hareanafter sued, end (c) the parties hereto agree
<br />as follows
<br />ARTICLE 1. GENERAL DUTIES OF THE PARTIES
<br />Section 1.1 Omnisrol Duty of the Empiclyor The Employer ow make regu
<br />Ist periodic payments equal to the amounts d Its employees' compensation
<br />which are dd&red in Accordance with the terms and conditions d the Plan
<br />to the extent th®t such amounts are to be irwested under the Trust.
<br />Siection 1.2 f3anatul Dulles of the %at": The Trustee shall hold all funds
<br />received by R hsreundAr, which, together with the income therefrom, shell corn
<br />atitute the Trust Funds It shall admin seer the Trust Funds, collect the income
<br />Nhered, and make paymeals therefrom, oil as hereinafter provided The Trus -
<br />We shalt the hod ae Tug Fads wti ch are ttantterred to it as Au Tus°tee
<br />by the Employer horn existing deferred Compensation arrangements with its
<br />Ems urdor pians described in section 457 of the Code SiCti Trust Funds
<br />shalt be s ithect to all of the terms and proosiona of this Aoreemem
<br />ARTICLE N. POWERS AND DUTIES OF THE TRUSTEE IN INVESTMENT,
<br />ADMINISTRATION, AND DISBURSEMENT OF THE TRUST
<br />FUNDS,
<br />Notion 2.1 Imroartmen► Po"rs and Duties of the Truat : The True -
<br />tee shall hAhe tha power to invest end reinvest the principal and Income of
<br />the Trust Funds and keep the Trust Funds iriveslad, without dictintiion between
<br />lonrhapal and hoorre, in securities or in other property real or personal, wher
<br />aver situated, it i luckng, but not limited to, stocks, cl or prederred, bonds,
<br />retirement annuity and irrsurark a policies, mortgages, and other Ev dences d
<br />I debtedrim or oivnersiup, irNwAmer%eomparoK common or group trvsf funds,
<br />or separate and dinereni types d funds (including equity, fixed income) which
<br />tutf ll requirements d stale and local governmental laws, provided, however that
<br />the Employer may direct investment by the Trustee among available imm"meni
<br />afternistives in such proportions as the Employer authorues in connection with
<br />Its deferred compensation agreements with its employees For these purposes,
<br />these Trust Funds may be commingled with 'Crust Funds set aside by other
<br />Employers pursuant to the terms d the CMA Retirement Trust Inve-,nnent pwmrs
<br />vested in the Trustee by the, Section may be delegated by Me Trustee to Any bank,
<br />kt*rance or trust company, or Any irNestment adviser manager a agent seteaed
<br />by n.
<br />Section 2.2 Admirilstrativs Powers of the Thustes; The Trustee snail hate
<br />the poser in its diccnation.
<br />(a) To purchase. or subscribe for, any sacurrt4s or other property and to
<br />retain the same in trust.
<br />(b) To eel, aw-harhge, coir y, transfer or otherwise dispose of any secun.
<br />bes or other property held M a, by private contract, or at public Auction,
<br />No person dealing with the Trustee shall be bound to see the appl;ca!,on
<br />of the purchase money or to inquire Into the validity, expedency, or props•
<br />Ally of any such We or other disposition,
<br />(c) To vote upon arty stocks, bonds, or other securities, to give general or
<br />special proxies or powers of aftn ney with or wilhovt power of substitution,
<br />to exercise any conversion privileges, subscription rights, or other options,
<br />And to make erry payments incidental thereto, to oppose. or to consent la
<br />or otherwise parbCipate in, corporate reorgantzaUons or other changes aflect.
<br />Ing corporate socurnies, and to delegate discretionary pavers, And to pay
<br />any assessments or charges in connection therewith, And generally to oxer -
<br />ase arty d the powers d an owther with respect to stocks, bonds, securities
<br />or other property Wd as pan d the Trust Funds
<br />(d) To cause Any seeunties or other property held as part of the Trust Funds
<br />to be registered in its own name and to hold Any invftn'lents in bearer form,
<br />tout itis books and records d the Trustae shall At all Mmes show that all such
<br />lrwestments are a part d the Trust Funds
<br />(e) To borrow or raise money for the purpose d the Trust in Such amount,
<br />And upon such terms and conditions, As the Trustee shall deem adwsabie.
<br />and, for arty sum to borrav ed. to issue its promissory nae as Trustee and
<br />so secure the repayment thereof by pledging all, on any pan, of the Trust
<br />Furls No person lending money to the Trustee snail be bound to see the
<br />application of the money lent or to inquire into its validity. axped;ency or
<br />propriety of any such borrowing
<br />M To keep such portion of the Trutt Funds in cash or cash balances as
<br />Me Trustee. from time to time, may deem to be in the best Interest d the
<br />Trust created hereby. without liability for interest thereon
<br />(g) To Accept and retain for such time as n may deem advisable any secure
<br />W or uhor property received or acquired try n as Trustee hereunder wtwathe,
<br />or nol such securities or other property would normally be purchased as
<br />irreatmant hereunder
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