HomeMy WebLinkAbout2010-320C FLORIDA MUNICIPAL PENSION TRUST FUND
MASTER TRUST AGREEMENT
As Amended and Restated June 1, 2006
THIS AGREEMENT made effective as of June 1 , 2006, amends and restates the
Agreement dated as of December 16 , 1983 , and previously amended as of November 29 , 2001
("Agreement") , by and between all of the parties who are now or may hereafter become
Participating Employers in the Florida Municipal Pension Trust Fund and the individuals named
as Master Trustees pursuant to Section 109 hereof and their successors (such individuals
collectively referred to as the "Master Trustees") .
WITNESSETH :
WHEREAS , the Florida Constitution, Article VIII, Section 2(b) , provides, in part, that
municipalities shall have governmental , corporate and proprietary powers to enable them to
conduct municipal government, perform municipal functions and render municipal services, and
may exercise any power for municipal purposes except as otherwise provided by law, and
WHEREAS , Section 166 . 021 , Florida Statutes, provides, in part, that municipalities shall
have the governmental , corporate and proprietary powers to enable them to conduct municipal
government, perform municipal functions, and render municipal services, and may exercise any
power for municipal purposes, except when expressly prohibited by law, and further defines a
municipal purpose to mean any activity or power which may be exercised by the State or its
political subdivisions, and
WHEREAS , in Greene v . Gray , 87 So . 2d 504 (Fla . 1956) , the Florida Supreme Court
held public pension plans serve a public purpose , and
WHEREAS , Section 163 . 01 , Florida Statutes, provides that a public agency of the State
may exercise jointly with any other public agency of the State any power, privilege or authority
which such agencies share in common , for the purpose of permitting local governmental units to
make the most efficient use of their powers by enabling them to cooperate with other localities
on a basis of mutual advantage, and
WHEREAS , the initial Master Trustees established the Master Trust Fund for the purpose
of receiving, holding, investing, reinvesting, managing, administering and distributing the assets
of employee benefit plans maintained by Participating Employers for the exclusive benefit of
eligible employees and their beneficiaries, including , without limitation , contributions by
Participating Employers to such plans, and
WHEREAS , the Participating Employers with a defined benefit pension plan or plans
will execute a covenant or agreement whereby each Participating Employer will covenant and
agree that they will deposit their required plan contributions in the Master Trust Fund , based
upon appropriate actuarial analysis of benefits or applicable agreement, and out of which lawful
and proper claims are to be paid , that there will be no disbursements out of the Master Trust
Fund by way of dividends or distribution of accumulated reserves to the respective Participating
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FLORIDA MUNICIPAL PENSION TRUST FUND
MASTER TRUST AGREEMENT
As Amended and Restated June 1, 2006
THIS AGREEMENT made effective as of June 1 , 2006, amends and restates the
Agreement dated as of December 16 , 1983 , and previously amended as of November 29 , 2001
("Agreement"), by and between all of the parties who are now or may hereafter become
Participating Employers in the Florida Municipal Pension Trust Fund and the individuals named
as Master Trustees pursuant to Section 109 hereof and their successors (such individuals
collectively referred to as the "Master Trustees") .
WITNESSETH :
WHEREAS, the Florida Constitution, Article VIII, Section 2(b) , provides, in part, that
municipalities shall have governmental , corporate and proprietary powers to enable them to
conduct municipal government, perform municipal functions and render municipal services, and
may exercise any power for municipal purposes except as otherwise provided by law, and
WHEREAS , Section 166 . 021 , Florida Statutes, provides, in part, that municipalities shall
have the governmental, corporate and proprietary powers to enable them to conduct municipal
government, perform municipal functions, and render municipal services, and may exercise any
power for municipal purposes , except when expressly prohibited by law, and further defines a
municipal purpose to mean any activity or power which may be exercised by the State or its
political subdivisions, and
WHEREAS , in Greene v . Gray, 87 So . 2d 504 (Fla. 1956) , the Florida Supreme Court
held public pension plans serve a public purpose, and
WHEREAS , Section 163 . 01 , Florida Statutes, provides that a public agency of the State
may exercise jointly with any other public agency of the State any power, privilege or authority
which such agencies share in common, for the purpose of permitting local governmental units to
make the most efficient use of their powers by enabling them to cooperate with other localities
on a basis of mutual advantage, and
WHEREAS , the initial Master Trustees established the Master Trust Fund for the purpose
of receiving, holding, investing , reinvesting, managing, administering and distributing the assets
of employee benefit plans maintained by Participating Employers for the exclusive benefit of
eligible employees and their beneficiaries, including , without limitation, contributions by
Participating Employers to such plans, and
WHEREAS , the Participating Employers with a defined benefit pension plan or plans
will execute a covenant or agreement whereby each Participating Employer will covenant and
agree that they will deposit their required plan contributions in the Master Trust Fund, based
upon appropriate actuarial analysis of benefits or applicable agreement, and out of which lawful
and proper claims are to be paid , that there will be no disbursements out of the Master Trust
Fund by way of dividends or distribution of accumulated reserves to the respective Participating
MADI 625405 . 4
Employers, and that they will make expense payments as required for plan design and
administration, and
WHEREAS , the Participating Employers with a defined contribution pension plan or
plans or with a deferred compensation plan or plans will execute a covenant or agreement to
participate in the Master Trust Fund in accordance with the terms of this Agreement, and
WHEREAS , the Participating Employers with a post-employment benefit plan or plans
other than a pension plan or plans will execute a covenant or agreement that they will deposit
their contributions in the Master Trust Fund, based upon appropriate actuarial analysis of
benefits or applicable agreement, and out of which lawful and proper claims are to be paid, that
they will covenant and agree that there will be no disbursements out of the Master Trust Fund by
way of dividends or distribution of accumulated reserves to the respective Participating
Employers, and that they will make expense payments as required for plan design and
administration .
NOW, THEREFORE, the parties hereto mutual agree as follows :
PART 1 - GENERAL PROVISIONS
Section 100 . APPLICATION .
The provisions of Part I are general administrative provisions applicable to each Part of
this Agreement .
Section 101 . DEFINITIONS .
The following definitions shall apply to each Part of this Agreement, unless the context
of the term indicates otherwise, and shall govern the interpretation of this Agreement:
A . Administrator. The term "Administrator" shall mean the Florida League of
Cities, Inc . or any successor designated by the Master Trustees to administer the Master Trust
Fund and the Plans.
B . Beneficiary . The term "Beneficiary" shall mean a person designated by a
Participating Employee to be entitled to a Benefit in case of death of the Participating Employee
in accordance with the terms of the applicable Plan .
C . Benefits. The term "Benefits" shall mean any and all benefits provided for
Participating Employees and their Beneficiaries payable from the assets of the Master Trust Fund
or the assets of a Plan, or the policies of insurance providing for such payments, or both , upon
certification by the Participating Employer of eligibility for such benefits .
D . Custodian . The term "Custodian" shall mean the banks, mutual funds, insurance
companies or other qualified entities selected by the Master Trustees, under a separate written
document with each, to hold the assets of the Master Trust Fund or the assets of any Plan .
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Employers, and that they will make expense payments as required for plan design and
administration, and
WHEREAS , the Participating Employers with a defined contribution pension plan or
plans or with a deferred compensation plan or plans will execute a covenant or agreement to
participate in the Master Trust Fund in accordance with the terms of this Agreement, and
WHEREAS , the Participating Employers with a post-employment benefit plan or plans
other than a pension plan or plans will execute a covenant or agreement that they will deposit
their contributions in the Master Trust Fund, based upon appropriate actuarial analysis of
benefits or applicable agreement, and out of which lawful and proper claims are to be paid, that
they will covenant and agree that there will be no disbursements out of the Master Trust Fund by
way of dividends or distribution of accumulated reserves to the respective Participating
Employers, and that they will make expense payments as required for plan design and
administration .
NOW, THEREFORE, the parties hereto mutual agree as follows :
PART 1 - GENERAL PROVISIONS
Section 100 . APPLICATION .
The provisions of Part I are general administrative provisions applicable to each Part of
this Agreement .
Section 101 . DEFINITIONS .
The following definitions shall apply to each Part of this Agreement, unless the context
of the term indicates otherwise, and shall govern the interpretation of this Agreement:
A . Administrator. The term "Administrator" shall mean the Florida League of
Cities, Inc . or any successor designated by the Master Trustees to administer the Master Trust
Fund and the Plans.
B . Beneficiary . The term "Beneficiary" shall mean a person designated by a
Participating Employee to be entitled to a Benefit in case of death of the Participating Employee
in accordance with the terms of the applicable Plan .
C . Benefits. The term "Benefits" shall mean any and all benefits provided for
Participating Employees and their Beneficiaries payable from the assets of the Master Trust Fund
or the assets of a Plan, or the policies of insurance providing for such payments, or both , upon
certification by the Participating Employer of eligibility for such benefits .
D . Custodian . The term "Custodian" shall mean the banks, mutual funds, insurance
companies or other qualified entities selected by the Master Trustees, under a separate written
document with each, to hold the assets of the Master Trust Fund or the assets of any Plan .
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E. Deferred Compensation Plan Trust . The term "Deferred Compensation Plan
Trust" shall mean the trust created herein that holds the assets of the participating deferred
compensation plans .
F . Defined Benefit Pension Plan Trust. The term "Defined Benefit Pension Plan
Trust" shall mean the trust created herein that holds the assets of the participating defined benefit
pension plans .
G . Defined Contribution Pension Plan Trust. The term "Defined Contribution
Pension Plan Trust" shall mean the trust created herein that holds the assets of the participating
defined contribution pension plans .
H . Employee . The term "Employee " shall mean the employees and officials of each
Employer under a classification established by each Employer and accepted by the Master
Trustees .
I . Employer. The term "Employer" shall mean every municipality established
within, or public agency or political subdivision of, the State of Florida or, where appropriate,
the local board of trustees established pursuant to applicable law .
J . Investment Policy . The term "Investment Policy" shall mean the Florida
Municipal Pension Trust Fund Investment Policy, as amended .
K . IRC . The term "IRC" shall mean the Internal Revenue Code of 1986 , as
amended, and , as relevant in context, the Internal Revenue Code of 1954 , as amended .
L . Master Trust Fund . The term "Master Trust Fund" shall mean the Florida
Municipal Pension Trust Fund, comprised of all of the assets of the Defined Benefit Pension Plan
Trust, Defined Contribution Pension Plan Trust, Deferred Compensation Plan Trust and Other
Post-Employment Benefit Plan Trust, which shall include all assets of the Plans .
M . Master Trustees . The term "Master Trustees" shall mean the individuals who
serve as trustees of the Master Trust Fund pursuant to Section 109 hereof and their successors .
N . Other Post-Employment Benefit Plan Trust. The term " Other Post-Employment
Benefit Plan Trust" shall mean the trust created herein that holds the assets of the participating
post-employment benefit plans other than pension plans .
O . Participating Employee . The term "Participating Employee" shall mean any
eligible Employee of a Participating Employer .
P. Participating Employer. The term " Participating Employer" shall mean an
Employer which becomes a party to this Agreement by executing a Trust Joinder Agreement as
provided in Section 102 hereof.
Q . Plans. The term "Plans" shall mean the defined benefit pension plan or plans, the
defined contribution pension plan or plans , the deferred compensation plan or plans and the post.
employment benefit plan or plans other than pension plans , which are maintained by
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E. Deferred Compensation Plan Trust . The term "Deferred Compensation Plan
Trust" shall mean the trust created herein that holds the assets of the participating deferred
compensation plans .
F . Defined Benefit Pension Plan Trust. The term "Defined Benefit Pension Plan
Trust" shall mean the trust created herein that holds the assets of the participating defined benefit
pension plans .
G . Defined Contribution Pension Plan Trust. The term "Defined Contribution
Pension Plan Trust" shall mean the trust created herein that holds the assets of the participating
defined contribution pension plans .
H . Employee . The term "Employee " shall mean the employees and officials of each
Employer under a classification established by each Employer and accepted by the Master
Trustees .
I . Employer. The term "Employer" shall mean every municipality established
within, or public agency or political subdivision of, the State of Florida or, where appropriate,
the local board of trustees established pursuant to applicable law .
J . Investment Policy . The term "Investment Policy" shall mean the Florida
Municipal Pension Trust Fund Investment Policy, as amended .
K . IRC . The term "IRC" shall mean the Internal Revenue Code of 1986 , as
amended, and , as relevant in context, the Internal Revenue Code of 1954 , as amended .
L . Master Trust Fund . The term "Master Trust Fund" shall mean the Florida
Municipal Pension Trust Fund, comprised of all of the assets of the Defined Benefit Pension Plan
Trust, Defined Contribution Pension Plan Trust, Deferred Compensation Plan Trust and Other
Post-Employment Benefit Plan Trust, which shall include all assets of the Plans .
M . Master Trustees . The term "Master Trustees" shall mean the individuals who
serve as trustees of the Master Trust Fund pursuant to Section 109 hereof and their successors .
N . Other Post-Employment Benefit Plan Trust. The term " Other Post-Employment
Benefit Plan Trust" shall mean the trust created herein that holds the assets of the participating
post-employment benefit plans other than pension plans .
O . Participating Employee . The term "Participating Employee" shall mean any
eligible Employee of a Participating Employer .
P. Participating Employer. The term " Participating Employer" shall mean an
Employer which becomes a party to this Agreement by executing a Trust Joinder Agreement as
provided in Section 102 hereof.
Q . Plans. The term "Plans" shall mean the defined benefit pension plan or plans, the
defined contribution pension plan or plans , the deferred compensation plan or plans and the post.
employment benefit plan or plans other than pension plans , which are maintained by
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Participating Employers pursuant to any applicable statute , regulation, ordinance, resolution,
plan, program , policy , agreement, understanding or other arrangement for the benefit of eligible
employees and their beneficiaries.
R . State . The term " State" shall mean the State of Florida.
Section 102 . PARTICIPATING EMPLOYERS ,
A . Approval . The Master Trustees shall be the sole judge of whether an Employer is
eligible to become a Participating Employer. The Master Trustees may delegate the ministerial
authority for membership approval to the Administrator.
Be Trust Joinder Agreement. Each Employer makes its election to become a
Participating Employer by executing a Trust Joinder Agreement in such form and intent as
provided by the Master Trustees . By executing the Trust Joinder Agreement, the Employer
agrees to be bound by all the terms and provisions of this Agreement, the Trust Joinder
Agreement and all rules and regulations adopted by the Master Trustees under this Agreement .
C . Continuing as a Participating Employ. A Participating Employer shall be
entitled to continue to be a Participating Employer as determined from time to time by the
Master Trustees,
Section 103 . MANAGEMENT OF ASSETS OF THE MASTER TRUST FUND .
A . Authority of Master Trustees . Except as set forth in subsections B , C , D, or E of
this Section, and except as otherwise provided by law, the Master Trustees shall have exclusive
authority and discretion to manage and control the assets of the Master Trust Fund held by them
pursuant to the guidelines established by the Master Trustees in the Investment Policy .
Be Investment Managers . The Master Trustees, from time to time, may appoint one
( 1 ) or more independent Investment Managers ("Investment Manager"), pursuant to a written
investment management agreement with each, describing the powers and duties of the
Investment Manager to invest and manage all or a portion of the Master Trust Fund . The
Investment Manager shall have the power to direct the management, acquisition or disposition of
that portion of the Master Trust Fund for which the Investment Manager is responsible .
The Master Trustees shall be responsible for ascertaining that each Investment Manager,
while acting in that capacity, satisfies the following requirements :
1 . The Investment Manager is either ( i) registered as an investment adviser
under the Investment Advisers Act of 1940 , as amended ; ( ii) a bank as defined in that
Act; ( iii ) an insurance company qualified to perform the services described herein under
the laws of more than one state ; or (iv) a pooled investment program for governmental
entities created pursuant to Section 163 . 01 , Florida Statutes ; and
2 . The Investment Manager has acknowledged in writing to the Master
Trustees that it is a fiduciary with respect to the Plan or Plans with assets in the portion of
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Participating Employers pursuant to any applicable statute , regulation, ordinance, resolution,
plan, program , policy , agreement, understanding or other arrangement for the benefit of eligible
employees and their beneficiaries.
R . State . The term " State" shall mean the State of Florida.
Section 102 . PARTICIPATING EMPLOYERS ,
A . Approval . The Master Trustees shall be the sole judge of whether an Employer is
eligible to become a Participating Employer. The Master Trustees may delegate the ministerial
authority for membership approval to the Administrator.
Be Trust Joinder Agreement. Each Employer makes its election to become a
Participating Employer by executing a Trust Joinder Agreement in such form and intent as
provided by the Master Trustees . By executing the Trust Joinder Agreement, the Employer
agrees to be bound by all the terms and provisions of this Agreement, the Trust Joinder
Agreement and all rules and regulations adopted by the Master Trustees under this Agreement .
C . Continuing as a Participating Employ. A Participating Employer shall be
entitled to continue to be a Participating Employer as determined from time to time by the
Master Trustees,
Section 103 . MANAGEMENT OF ASSETS OF THE MASTER TRUST FUND .
A . Authority of Master Trustees . Except as set forth in subsections B , C , D, or E of
this Section, and except as otherwise provided by law, the Master Trustees shall have exclusive
authority and discretion to manage and control the assets of the Master Trust Fund held by them
pursuant to the guidelines established by the Master Trustees in the Investment Policy .
Be Investment Managers . The Master Trustees, from time to time, may appoint one
( 1 ) or more independent Investment Managers ("Investment Manager"), pursuant to a written
investment management agreement with each, describing the powers and duties of the
Investment Manager to invest and manage all or a portion of the Master Trust Fund . The
Investment Manager shall have the power to direct the management, acquisition or disposition of
that portion of the Master Trust Fund for which the Investment Manager is responsible .
The Master Trustees shall be responsible for ascertaining that each Investment Manager,
while acting in that capacity, satisfies the following requirements :
1 . The Investment Manager is either ( i) registered as an investment adviser
under the Investment Advisers Act of 1940 , as amended ; ( ii) a bank as defined in that
Act; ( iii ) an insurance company qualified to perform the services described herein under
the laws of more than one state ; or (iv) a pooled investment program for governmental
entities created pursuant to Section 163 . 01 , Florida Statutes ; and
2 . The Investment Manager has acknowledged in writing to the Master
Trustees that it is a fiduciary with respect to the Plan or Plans with assets in the portion of
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the Master Trust Fund for which the Investment Manger has responsibility for
management, acquisition or disposition .
C . Investment Manager Duties . Subject to the approval of the Master Trustees , each
Investment Manager shall establish and carry out an investment policy and method for the
portion of the Master Trust Fund for which it is responsible that is consistent with the objectives
of the Investment Policy and the particular Plan or Plans with assets in the portion of the Master
Trust Fund for which the Investment Manager has responsibility for management, acquisition or
disposition . At least annually, the Investment Manager shall review its investment policy and
method with the Master Trustees . The Investment Manager shall also make investments in a
manner that is consistent with applicable law, and, as advised by the Administrator, the cash
requirements of the Plans .
Each Investment Manager shall no less than annually or at the request of the Master
Trustees certify the value of any securities or other property of the Master Trust Fund managed
by such Investment Manager. The Master Trustees shall be entitled to rely conclusively upon
such valuation for all purposes under the trust for the Plans ,
D . Absence of Master Trustees ' Responsibility for Investment Manager. The Master
Trustees shall not be liable for any act or omission of any Investment Manager and shall not be
under any obligation to invest or otherwise manage the assets of the Master Trust Fund or of the
Plans that are subject to the management of any Investment Manager. Without limiting the
generality of the foregoing, the Master Trustees shall not be liable by reason of their taking or
refraining from taking at the direction of any Investment Manager any action pursuant to this
Section, or pursuant to a notification of an order to purchase or sell securities issued by any
Investment Manager, nor shall the Master Trustees be liable by reason of their refraining from
taking any action because of the failure of any Investment Manager to give such direction or
orders the Master Trustees shall be under no duty to question or to make inquiries as to any
direction or order or failure to give any direction or order by any Investment Manager ; the
Master Trustees shall be under no duty to make any review of an investment acquired for any
investment fund at the direction or order of any Investment Manager; and the Master Trustees
shall be under no duty at any time to make any recommendation with respect to disposing of or
continuing to retain any such investment .
E. Investment of Chanters 175 and 185 Funds . To the extent the Master Trustees
determine that delegation of investment authority to Participating Employers with a defined
benefit plan or plans is required pursuant to Chapters 175 or 185 , Florida Statutes, then such
powers as set forth in paragraph A of this Section shall be so delegated .
F. Reporting . The Master Trustees shall be responsible for and shall cause to be
filed such annual or periodic audits, valuations, reports and disclosures as are required by law or
agreements .
The Master Trustees may employ professional advisors to prepare such audits,
valuations, reports and disclosures and the cost of such professional advisors shall be borne by
the Master Trust Fund .
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the Master Trust Fund for which the Investment Manger has responsibility for
management, acquisition or disposition .
C . Investment Manager Duties . Subject to the approval of the Master Trustees , each
Investment Manager shall establish and carry out an investment policy and method for the
portion of the Master Trust Fund for which it is responsible that is consistent with the objectives
of the Investment Policy and the particular Plan or Plans with assets in the portion of the Master
Trust Fund for which the Investment Manager has responsibility for management, acquisition or
disposition . At least annually, the Investment Manager shall review its investment policy and
method with the Master Trustees . The Investment Manager shall also make investments in a
manner that is consistent with applicable law, and, as advised by the Administrator, the cash
requirements of the Plans .
Each Investment Manager shall no less than annually or at the request of the Master
Trustees certify the value of any securities or other property of the Master Trust Fund managed
by such Investment Manager. The Master Trustees shall be entitled to rely conclusively upon
such valuation for all purposes under the trust for the Plans ,
D . Absence of Master Trustees ' Responsibility for Investment Manager. The Master
Trustees shall not be liable for any act or omission of any Investment Manager and shall not be
under any obligation to invest or otherwise manage the assets of the Master Trust Fund or of the
Plans that are subject to the management of any Investment Manager. Without limiting the
generality of the foregoing, the Master Trustees shall not be liable by reason of their taking or
refraining from taking at the direction of any Investment Manager any action pursuant to this
Section, or pursuant to a notification of an order to purchase or sell securities issued by any
Investment Manager, nor shall the Master Trustees be liable by reason of their refraining from
taking any action because of the failure of any Investment Manager to give such direction or
orders the Master Trustees shall be under no duty to question or to make inquiries as to any
direction or order or failure to give any direction or order by any Investment Manager ; the
Master Trustees shall be under no duty to make any review of an investment acquired for any
investment fund at the direction or order of any Investment Manager; and the Master Trustees
shall be under no duty at any time to make any recommendation with respect to disposing of or
continuing to retain any such investment .
E. Investment of Chanters 175 and 185 Funds . To the extent the Master Trustees
determine that delegation of investment authority to Participating Employers with a defined
benefit plan or plans is required pursuant to Chapters 175 or 185 , Florida Statutes, then such
powers as set forth in paragraph A of this Section shall be so delegated .
F. Reporting . The Master Trustees shall be responsible for and shall cause to be
filed such annual or periodic audits, valuations, reports and disclosures as are required by law or
agreements .
The Master Trustees may employ professional advisors to prepare such audits,
valuations, reports and disclosures and the cost of such professional advisors shall be borne by
the Master Trust Fund .
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G . Commingling Assets . Except to the extent prohibited by applicable law, the
Master Trustees may commingle the assets of all Participating Employers and Participating
Employees held by the Master Trustees under this Agreement for investment purposes in the
Master Trust Fund and shall hold the Master Trust Fund in trust and manage and administer the
same in accordance with the terms and provisions of this Agreement and the Plans . However,
the assets of Participating Employers and Participating Employees in the various trusts included
in the Master Trust Fund shall be accounted for separittely. The Master Trustees and the
Administrator shall be under no duty to determine whether the amount of any contribution is in
accordance with the Plans, or to collect or enforce payment of any contribution . Separate
investment funds within the Master Trust Fund and varying percentages of investment in any
such separate investment fund by the Participating Employers and Participating Employees, to
the extent so determined by the Master Trustees, are expressly permitted .
Section 104 . ADMINISTRATIVE POWERS AND DUTIES ,
A . Administrator. The Administrator shall serve as Secretary-Treasurer of the
Master Trust Fund and shall have the power and authority to implement policy matters set by the
Master Trustees as they relate to the on-going operation and supervision of the Master Trust
Fund and the provisions of this Agreement and applicable law.
B . Master Trustees . The Master Trustees shall have and in their sole and absolute
discretion may exercise from time to time and at any time, either through their own actions or
through a Custodian selected by the Master Trustees, the following administrative powers and
authority with respect to the Master Trust Fund .
1 . To continue to hold any property of the Master Trust Fund that becomes
otherwise unsuitable for investment for as long as the Master Trustees in their discretion
deem desirable ; to reserve from investment and keep unproductive of income, without
liability for interest, cash temporarily awaiting investment and such cash as they deem
advisable, or as the Administrator from time to time may specify, in order to meet the
administrative expenses of the Master Trust Fund or anticipated distributions therefrom .
2 . To hold property of the Master Trust Fund in their own names or in the
name of a nominee or nominees, without disclosure of the trust, or in bearer form so that
it will pass by delivery, but no such holding shall relieve the Master Trustees of their
responsibility for the safe custody and disposition of the Master Trust Fund in accordance
with the provisions of this Agreement; the books and records of the Master Trustees shall
show at all times that such property is part of the Master Trust Fund and the Master
Trustees shall be absolutely liable for any loss occasioned by the acts of their nominee or
nominees with respect to securities registered in the name of the nominee or nominees .
3 . To organize and incorporate under the laws of any state they may deem
advisable one or more corporations (and to acquire an interest in any such corporation
that they may have organized and incorporated) for the purpose of acquiring and holding
title to any property , interests or rights that the Master Trustees are authorized to acquire
under Section 103 hereof.
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G . Commingling Assets . Except to the extent prohibited by applicable law, the
Master Trustees may commingle the assets of all Participating Employers and Participating
Employees held by the Master Trustees under this Agreement for investment purposes in the
Master Trust Fund and shall hold the Master Trust Fund in trust and manage and administer the
same in accordance with the terms and provisions of this Agreement and the Plans . However,
the assets of Participating Employers and Participating Employees in the various trusts included
in the Master Trust Fund shall be accounted for separittely. The Master Trustees and the
Administrator shall be under no duty to determine whether the amount of any contribution is in
accordance with the Plans, or to collect or enforce payment of any contribution . Separate
investment funds within the Master Trust Fund and varying percentages of investment in any
such separate investment fund by the Participating Employers and Participating Employees, to
the extent so determined by the Master Trustees, are expressly permitted .
Section 104 . ADMINISTRATIVE POWERS AND DUTIES ,
A . Administrator. The Administrator shall serve as Secretary-Treasurer of the
Master Trust Fund and shall have the power and authority to implement policy matters set by the
Master Trustees as they relate to the on-going operation and supervision of the Master Trust
Fund and the provisions of this Agreement and applicable law.
B . Master Trustees . The Master Trustees shall have and in their sole and absolute
discretion may exercise from time to time and at any time, either through their own actions or
through a Custodian selected by the Master Trustees, the following administrative powers and
authority with respect to the Master Trust Fund .
1 . To continue to hold any property of the Master Trust Fund that becomes
otherwise unsuitable for investment for as long as the Master Trustees in their discretion
deem desirable ; to reserve from investment and keep unproductive of income, without
liability for interest, cash temporarily awaiting investment and such cash as they deem
advisable, or as the Administrator from time to time may specify, in order to meet the
administrative expenses of the Master Trust Fund or anticipated distributions therefrom .
2 . To hold property of the Master Trust Fund in their own names or in the
name of a nominee or nominees, without disclosure of the trust, or in bearer form so that
it will pass by delivery, but no such holding shall relieve the Master Trustees of their
responsibility for the safe custody and disposition of the Master Trust Fund in accordance
with the provisions of this Agreement; the books and records of the Master Trustees shall
show at all times that such property is part of the Master Trust Fund and the Master
Trustees shall be absolutely liable for any loss occasioned by the acts of their nominee or
nominees with respect to securities registered in the name of the nominee or nominees .
3 . To organize and incorporate under the laws of any state they may deem
advisable one or more corporations (and to acquire an interest in any such corporation
that they may have organized and incorporated) for the purpose of acquiring and holding
title to any property , interests or rights that the Master Trustees are authorized to acquire
under Section 103 hereof.
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4 . To employ in the management of the Master Trust Fund suitable agents,
without liability for any loss occasioned by any such agents selected with the care, skill ,
prudence and diligence under the circumstances then prevailing that a prudent person
acting in a like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims .
5 . To make, execute and deliver, as trustee, any deeds, conveyances, leases,
mortgages, contracts, waivers or other instruments in writing that they may deem
necessary or desirable in the exercise of its powers under this Agreement.
6 . To do all other acts that they may deem necessary or proper to carry out
any of the powers set forth in Section 103 or 106 or this Section, to administer or carry
out the purposes of the Master Trust Fund or any Plan, or as otherwise is in the best
interests of the Master Trust Fund or any Plan ; provided , however, the Master Trustees
need not take any action unless in their opinion there are sufficient Master Trust Fund
assets available for the expense thereof.
7 . To adopt bylaws governing the Master Trustees ' operations and
procedures .
8 . To contract with municipal corporations , political subdivisions and other
public entities of State or of local government and private entities for the provision of
Plan services and for the use or furnishing of services and facilities necessary, useful , or
incident to providing Plan services .
9 . To contract with public or private entities for the provision of
administrative services .
10 . To adopt plans, trust agreements, investment guidelines and other
documents necessary or desirable for the Plans .
11 . To charge fees for administrative services in addition to any fees charged
by other administrative service providers .
12 . To collect and disburse all funds due or payable from the Master Trust
Fund, under the terns of the Plans.
13 . To provide for and promulgate all rules, regulations, and forms deemed
necessary or desirable in contracting with Participating Employers and Participating
Employees, in fulfilling the Master Trustees ' purposes of providing benefits through the
Master Trust Fund and Plans, and in maintaining proper records and accounts .
14 . To employ insurance companies, banks, trust companies, investment
brokers, investment advisors, or others as agents for the receipt and disbursement of
funds held in trust for Participating Employers and Participating Employees in the Plans .
7
MADI 625405. 4
4 . To employ in the management of the Master Trust Fund suitable agents,
without liability for any loss occasioned by any such agents selected with the care, skill ,
prudence and diligence under the circumstances then prevailing that a prudent person
acting in a like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims .
5 . To make, execute and deliver, as trustee, any deeds, conveyances, leases,
mortgages, contracts, waivers or other instruments in writing that they may deem
necessary or desirable in the exercise of its powers under this Agreement.
6 . To do all other acts that they may deem necessary or proper to carry out
any of the powers set forth in Section 103 or 106 or this Section, to administer or carry
out the purposes of the Master Trust Fund or any Plan, or as otherwise is in the best
interests of the Master Trust Fund or any Plan ; provided , however, the Master Trustees
need not take any action unless in their opinion there are sufficient Master Trust Fund
assets available for the expense thereof.
7 . To adopt bylaws governing the Master Trustees ' operations and
procedures .
8 . To contract with municipal corporations , political subdivisions and other
public entities of State or of local government and private entities for the provision of
Plan services and for the use or furnishing of services and facilities necessary, useful , or
incident to providing Plan services .
9 . To contract with public or private entities for the provision of
administrative services .
10 . To adopt plans, trust agreements, investment guidelines and other
documents necessary or desirable for the Plans .
11 . To charge fees for administrative services in addition to any fees charged
by other administrative service providers .
12 . To collect and disburse all funds due or payable from the Master Trust
Fund, under the terns of the Plans.
13 . To provide for and promulgate all rules, regulations, and forms deemed
necessary or desirable in contracting with Participating Employers and Participating
Employees, in fulfilling the Master Trustees ' purposes of providing benefits through the
Master Trust Fund and Plans, and in maintaining proper records and accounts .
14 . To employ insurance companies, banks, trust companies, investment
brokers, investment advisors, or others as agents for the receipt and disbursement of
funds held in trust for Participating Employers and Participating Employees in the Plans .
7
MADI 625405. 4
15 . To participate in a tax-exempt group trust that has been determined by the
Internal Revenue Service to be a pooled fund arrangement pursuant to Revenue Ruling
81 - 100 .
16 . To determine, consistent with the applicable law and the claims procedure
under the Plans, all questions of law or fact that may arise as to investments and the rights
of any person claiming rights under the Plans, including without limitation , Participating
Employees, former Participating Employees , and Beneficiaries .
17 . Subject to and consistent with the IRC , to construe and interpret the
Master Trust Agreement and to correct any defect, supply any omissions, or reconcile
any inconsistency in the Agreement .
18 . To contract for, purchase or otherwise procure insurance and investment
products .
19 . To register any Master Trust Fund asset in the name of the Master Trust
Fund or in the name of its agent or nominee or to hold any instrument in bearer form (but
the books and records of the Plans shall at all times show that such investments are part
of the Master Trust Fund) .
Section 105 . TAXES , EXPENSES AND COMPENSATION OF MASTER TRUSTEES .
A . Taxes . The Master Trustees, without direction from the Administrator, shall pay
out of the Master Trust Fund all taxes imposed or levied with respect to the Master Trust Fund,
or any part thereof, under applicable law, and, in their discretion, may contest the validity or
amount of any tax, assessment, claim or demand respecting the Master Trust Fund or any part
thereof.
B . Expenses and Compensation . The Master Trustees are authorized to set aside
from Participating Employer and Participating Employee contributions received and the
investment income earned thereon a reasonable sum for the operating expenses and
administrative expenses of the Master Trust Fund and the Plans . All remaining funds coming
into the Master Trustees shall be set aside, managed and used only for the payment of Benefits as
set forth in the applicable Plan.
The Master Trustees may establish from time to time a reasonable amount of
compensation to cover attendance at meetings by the Master Trustees and the Administrator in
the performance of the normal duties of the Master Trustees or Administrator, which
compensation may include reimbursement for necessary expenses incurred therein .
C . Payment of Expenses. The Master Trustees may use and apply assets in the
Defined Benefit Pension Plan Trust, Deferred Compensation Plan Trust, Defined Contribution
Pension Plan Trust and Other Post-Employment Benefit Plan Trust as part of and in the Master
Trust Fund to pay or provide for the payment of all reasonable and necessary expenses which
may be incurred in connection with the establishment and maintenance of the Defined Benefit
Pension Plan Trust, Deferred Compensation Plan Trust, Defined Contribution Pension Plan Trust
and Other Post-Employment Benefit Plan Trust, including but not limited to, the employment of
8
MADI 625405. 4
15 . To participate in a tax-exempt group trust that has been determined by the
Internal Revenue Service to be a pooled fund arrangement pursuant to Revenue Ruling
81 - 100 .
16 . To determine, consistent with the applicable law and the claims procedure
under the Plans, all questions of law or fact that may arise as to investments and the rights
of any person claiming rights under the Plans, including without limitation , Participating
Employees, former Participating Employees , and Beneficiaries .
17 . Subject to and consistent with the IRC , to construe and interpret the
Master Trust Agreement and to correct any defect, supply any omissions, or reconcile
any inconsistency in the Agreement .
18 . To contract for, purchase or otherwise procure insurance and investment
products .
19 . To register any Master Trust Fund asset in the name of the Master Trust
Fund or in the name of its agent or nominee or to hold any instrument in bearer form (but
the books and records of the Plans shall at all times show that such investments are part
of the Master Trust Fund) .
Section 105 . TAXES , EXPENSES AND COMPENSATION OF MASTER TRUSTEES .
A . Taxes . The Master Trustees, without direction from the Administrator, shall pay
out of the Master Trust Fund all taxes imposed or levied with respect to the Master Trust Fund,
or any part thereof, under applicable law, and, in their discretion, may contest the validity or
amount of any tax, assessment, claim or demand respecting the Master Trust Fund or any part
thereof.
B . Expenses and Compensation . The Master Trustees are authorized to set aside
from Participating Employer and Participating Employee contributions received and the
investment income earned thereon a reasonable sum for the operating expenses and
administrative expenses of the Master Trust Fund and the Plans . All remaining funds coming
into the Master Trustees shall be set aside, managed and used only for the payment of Benefits as
set forth in the applicable Plan.
The Master Trustees may establish from time to time a reasonable amount of
compensation to cover attendance at meetings by the Master Trustees and the Administrator in
the performance of the normal duties of the Master Trustees or Administrator, which
compensation may include reimbursement for necessary expenses incurred therein .
C . Payment of Expenses. The Master Trustees may use and apply assets in the
Defined Benefit Pension Plan Trust, Deferred Compensation Plan Trust, Defined Contribution
Pension Plan Trust and Other Post-Employment Benefit Plan Trust as part of and in the Master
Trust Fund to pay or provide for the payment of all reasonable and necessary expenses which
may be incurred in connection with the establishment and maintenance of the Defined Benefit
Pension Plan Trust, Deferred Compensation Plan Trust, Defined Contribution Pension Plan Trust
and Other Post-Employment Benefit Plan Trust, including but not limited to, the employment of
8
MADI 625405. 4
such administrative, legal, accounting, and other expert and clerical assistance , the leasing of
such premises and the purchase or lease of such materials, supplies and equipment as the Master
Trustees, in their discretion , may deem necessary or appropriate in the performance of their
duties, or the duties of the agents or employees of the Master Trust Fund or the Master Trustees .
Section 106 . GENERAL DUTIES AND MEETINGS OF THE MASTER TRUSTEES .
A . General Duties. The Master Trustees and each Investment Manager appointed
pursuant to this Agreement shall discharge their respective duties under this Agreement solely in
the interest of the Participating Employers and Participating Employees in the Plans and their
Beneficiaries and : ( i) for the exclusive purpose of providing Benefits to such Participating
Employees and their Beneficiaries and defraying reasonable expenses of administering the Plans ;
( ii) with the care, skill , prudence and diligence under the circumstances then prevailing that a
prudent person acting in a like capacity and familiar with such matters would use in the conduct
of an enterprise of a like character with like aims ; and ( iii) by diversifying the investments of the
Plans so as to minimize the risk of large losses, unless, under the circumstances, it is clearly
prudent not to do so . However, the duties and obligations of the Master Trustees and each
Investment Manager, respectively, as such, shall be limited to those expressly imposed upon
them , respectively , by this Agreement notwithstanding any reference herein to the Plans .
1 . Authority of the Master Trustees . The Master Trustees shall have the
power and authority and shall be charged with the duty of general supervision and
operation of the Master Trust Fund , and shall conduct the business and activities of the
Master Trust Fund in accordance with this Agreement and applicable law. The Master
Trustees shall not exercise any powers in a manner that is inconsistent with this
Agreement .
2 . Approval of New Members . The Master Trustees or other designee shall
receive applications from Employers for membership in the Master Trust Fund and shall
approve or disapprove such applications for membership in accordance with the terms of
this Agreement, the Trust Joinder Agreement and the rules and regulations established by
the Master Trustees for admission of new members to the Master Trust Fund . The
Master Trustees shall have total discretion in determining whether to accept a new
member. The Master Trustees may delegate the authority for membership approval to the
Administrator or its designees . In the event that the Plan proposed by the applicant is a
defined benefit plan, then , if required by the Plan and before the applicant is approved for
membership, the Plan must be approved for actuarial soundness by the Administrator and
must comply with Chapter 112 , Florida Statutes .
3 , Master Trustees ' Liabilities . No Master Trustee shall be liable for any
action taken pursuant to this Agreement in good faith or for an omission except bad faith
or gross negligence, or for any act of omission or commission by any other Master
Trustee . The Master Trustees are hereby authorized and empowered to obtain, at the
expense of the Master Trust Fund , liability insurance fully protecting the respective
Master Trustees, the Administrator, and the Master Trust Fund from any loss or expense
incurred , including reasonable attorney ' s fees, for all acts of the Master Trustees except
bad faith or gross negligence . The Master Trust Fund hereby agrees to save, hold
9
MADI_625405.4
such administrative, legal, accounting, and other expert and clerical assistance , the leasing of
such premises and the purchase or lease of such materials, supplies and equipment as the Master
Trustees, in their discretion , may deem necessary or appropriate in the performance of their
duties, or the duties of the agents or employees of the Master Trust Fund or the Master Trustees .
Section 106 . GENERAL DUTIES AND MEETINGS OF THE MASTER TRUSTEES .
A . General Duties. The Master Trustees and each Investment Manager appointed
pursuant to this Agreement shall discharge their respective duties under this Agreement solely in
the interest of the Participating Employers and Participating Employees in the Plans and their
Beneficiaries and : ( i) for the exclusive purpose of providing Benefits to such Participating
Employees and their Beneficiaries and defraying reasonable expenses of administering the Plans ;
( ii) with the care, skill , prudence and diligence under the circumstances then prevailing that a
prudent person acting in a like capacity and familiar with such matters would use in the conduct
of an enterprise of a like character with like aims ; and ( iii) by diversifying the investments of the
Plans so as to minimize the risk of large losses, unless, under the circumstances, it is clearly
prudent not to do so . However, the duties and obligations of the Master Trustees and each
Investment Manager, respectively, as such, shall be limited to those expressly imposed upon
them , respectively , by this Agreement notwithstanding any reference herein to the Plans .
1 . Authority of the Master Trustees . The Master Trustees shall have the
power and authority and shall be charged with the duty of general supervision and
operation of the Master Trust Fund , and shall conduct the business and activities of the
Master Trust Fund in accordance with this Agreement and applicable law. The Master
Trustees shall not exercise any powers in a manner that is inconsistent with this
Agreement .
2 . Approval of New Members . The Master Trustees or other designee shall
receive applications from Employers for membership in the Master Trust Fund and shall
approve or disapprove such applications for membership in accordance with the terms of
this Agreement, the Trust Joinder Agreement and the rules and regulations established by
the Master Trustees for admission of new members to the Master Trust Fund . The
Master Trustees shall have total discretion in determining whether to accept a new
member. The Master Trustees may delegate the authority for membership approval to the
Administrator or its designees . In the event that the Plan proposed by the applicant is a
defined benefit plan, then , if required by the Plan and before the applicant is approved for
membership, the Plan must be approved for actuarial soundness by the Administrator and
must comply with Chapter 112 , Florida Statutes .
3 , Master Trustees ' Liabilities . No Master Trustee shall be liable for any
action taken pursuant to this Agreement in good faith or for an omission except bad faith
or gross negligence, or for any act of omission or commission by any other Master
Trustee . The Master Trustees are hereby authorized and empowered to obtain, at the
expense of the Master Trust Fund , liability insurance fully protecting the respective
Master Trustees, the Administrator, and the Master Trust Fund from any loss or expense
incurred , including reasonable attorney ' s fees, for all acts of the Master Trustees except
bad faith or gross negligence . The Master Trust Fund hereby agrees to save, hold
9
MADI_625405.4
harmless and indemnify the Master Trustees and Administrator from any loss, damage or
expense incurred by said persons or entities while acting in their official capacity
excepting bad faith or gross negligence .
4 . Standard of Review . In evaluating performance of the Master Trustees,
compliance by the Master Trustees with this Agreement must be determined in light of
the facts and circumstances existing at the time of the Master Trustees ' decision or action
and not by hindsight.
5 . Limitations on Liabilities . The Master Trustees ' responsibilities and
liabilities shall be subject to the following limitations :
(a) The Master Trustees shall have no duties other than those
expressly set forth in this Agreement or the Plans and those imposed on the
Master Trustees by applicable laws .
(b) The Master Trustees shall be responsible only for money and
property actually received by the Master Trustees, and then to the extent
described in this Agreement. The Master Trustees shall not be under any duty to
require payment of any contribution to the Master Trust Fund or to see that any
payment made to them is computed in accordance with the provisions of the
Plans.
(c) The Master Trustees shall not be responsible for the correctness of
any determination of payments or disbursements from the Master Trust Fund .
(d) The Master Trustees shall have no liability for the acts or
omissions of any predecessor or successor in office.
(e) The Master Trustees shall have no liability for (i) the acts or
omissions of any Investment Manager or Managers ; (ii) the acts or omissions of
any insurance company ; (iii) the acts or omissions of any mutual fund ; or ( iv )
following directions that are given to the Master Trustees by the Participating
Employer, Participating Employees or the Administrator in accordance with this
Agreement or the Plans .
B . Reliance on Counsel . The Master Trustees may employ, retain or consult with
legal counsel, who may be counsel for the Administrator, the Florida League of Cities, Inc . , any
of the Plans or any Master Trustee, in their individual capacities concerning any questions which
may arise with reference to the duties and powers or with reference to any other matter
pertaining to this Agreement ; and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by the Master Trustees in
good faith in accordance with the opinion of such counsel, and the Master Trustees shall not be
liable therefor.
C . Meetings . The Master Trustees shall meet at least semi-annually , and more
frequently if called, at the principal office of the Master Trust Fund or at such other location as
may be acceptable to a majority of the Master Trustees . The Chairman of the Master Trustees or
10
MADI_625405.4
harmless and indemnify the Master Trustees and Administrator from any loss, damage or
expense incurred by said persons or entities while acting in their official capacity
excepting bad faith or gross negligence .
4 . Standard of Review . In evaluating performance of the Master Trustees,
compliance by the Master Trustees with this Agreement must be determined in light of
the facts and circumstances existing at the time of the Master Trustees ' decision or action
and not by hindsight.
5 . Limitations on Liabilities . The Master Trustees ' responsibilities and
liabilities shall be subject to the following limitations :
(a) The Master Trustees shall have no duties other than those
expressly set forth in this Agreement or the Plans and those imposed on the
Master Trustees by applicable laws .
(b) The Master Trustees shall be responsible only for money and
property actually received by the Master Trustees, and then to the extent
described in this Agreement. The Master Trustees shall not be under any duty to
require payment of any contribution to the Master Trust Fund or to see that any
payment made to them is computed in accordance with the provisions of the
Plans.
(c) The Master Trustees shall not be responsible for the correctness of
any determination of payments or disbursements from the Master Trust Fund .
(d) The Master Trustees shall have no liability for the acts or
omissions of any predecessor or successor in office.
(e) The Master Trustees shall have no liability for (i) the acts or
omissions of any Investment Manager or Managers ; (ii) the acts or omissions of
any insurance company ; (iii) the acts or omissions of any mutual fund ; or ( iv )
following directions that are given to the Master Trustees by the Participating
Employer, Participating Employees or the Administrator in accordance with this
Agreement or the Plans .
B . Reliance on Counsel . The Master Trustees may employ, retain or consult with
legal counsel, who may be counsel for the Administrator, the Florida League of Cities, Inc . , any
of the Plans or any Master Trustee, in their individual capacities concerning any questions which
may arise with reference to the duties and powers or with reference to any other matter
pertaining to this Agreement ; and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by the Master Trustees in
good faith in accordance with the opinion of such counsel, and the Master Trustees shall not be
liable therefor.
C . Meetings . The Master Trustees shall meet at least semi-annually , and more
frequently if called, at the principal office of the Master Trust Fund or at such other location as
may be acceptable to a majority of the Master Trustees . The Chairman of the Master Trustees or
10
MADI_625405.4
his designee shall set the date, time and location of each meeting, and notice shall be furnished to
each Master Trustee by the Administrator not less than ten ( 10) days prior to the date of the
meeting and may specify the purpose and any action proposed to be taken at the meeting .
Furthermore, such notice shall be directed to the Master Trustees by mail to the respective
addresses of the Master Trustees as recorded in the office of the Master Trust Fund . The
Chairman or any two (2 ) other Master Trustees may direct the Administrator to send the
prerequisite notice for any special meeting of the Master Trustees .
For the purposes of a duly called meeting of the Master Trustees, a quorum shall exist if a
majority of the Master Trustees are present.
The Administrator or its designee shall keep minutes of all meetings, proceedings and
acts of the Master Trustees, but such minutes need not be verbatim . Copies of all minutes of the
Master Trustees shall be sent by the Administrator or its designee to the Master Trustees .
All actions by, and decisions of, the Master Trustees shall be by vote of a majority of the
Master Trustees attending a duly called regular or special meeting of the Master Trustees at
which a quorum is present.
D . Office of the Master Trust Fund . The Master Trustees shall establish , maintain
and provide adequate funding for an office for the administration of the Master Trust Fund . The
address of such office is to be made known to the parties interested in or participating in the
Master Trust Fund and to the appropriate governmental agencies . The books and records
pertaining to the Master Trust Fund and its administration shall be kept and maintained at the
office of the Master Trust Fund .
E . Execution of Documents. A certificate signed by the Chairman of the Master
Trustees, or such other person as may be designated by the Master Trustees, shall be evidence of
the action of the Master Trustees, and any such certificate or other instrument so signed shall be
kept and maintained at the office of the Master Trust Fund and may be relied upon as an action
of the Master Trustees .
F . Appointment of Administrator. The Master Trustees shall designate and provide
compensation for an Administrator to administer the affairs of the Master Trust Fund . An
Administrator so appointed shall furnish a fidelity bond with the Master Trustees as obligee . The
Master Trustees shall determine the amount of the fidelity bond and evidence of the bond shall
be available to the appropriate governmental agencies .
G . Unclaimed Benefit Payments. If any check or share certificate in payment of a
Benefit under this Agreement or any Plan, which has been mailed by regular United States first-
class mail to the last address of the payee furnished to the Master Trustees or the Administrator,
is returned unclaimed, the Master Trustees or the Administrator shall discontinue further
payments to such payee until they receive further instructions , subject to any applicable
unclaimed property act provisions . The Master Trustees or Administrator shall further take
reasonable actions to locate such payees .
H . Duty to Furnish Information . Both the Administrator and the Master Trustees
shall furnish to each other any document, report, return , statement or other information that the
11
MADI_625405. 4
his designee shall set the date, time and location of each meeting, and notice shall be furnished to
each Master Trustee by the Administrator not less than ten ( 10) days prior to the date of the
meeting and may specify the purpose and any action proposed to be taken at the meeting .
Furthermore, such notice shall be directed to the Master Trustees by mail to the respective
addresses of the Master Trustees as recorded in the office of the Master Trust Fund . The
Chairman or any two (2 ) other Master Trustees may direct the Administrator to send the
prerequisite notice for any special meeting of the Master Trustees .
For the purposes of a duly called meeting of the Master Trustees, a quorum shall exist if a
majority of the Master Trustees are present.
The Administrator or its designee shall keep minutes of all meetings, proceedings and
acts of the Master Trustees, but such minutes need not be verbatim . Copies of all minutes of the
Master Trustees shall be sent by the Administrator or its designee to the Master Trustees .
All actions by, and decisions of, the Master Trustees shall be by vote of a majority of the
Master Trustees attending a duly called regular or special meeting of the Master Trustees at
which a quorum is present.
D . Office of the Master Trust Fund . The Master Trustees shall establish , maintain
and provide adequate funding for an office for the administration of the Master Trust Fund . The
address of such office is to be made known to the parties interested in or participating in the
Master Trust Fund and to the appropriate governmental agencies . The books and records
pertaining to the Master Trust Fund and its administration shall be kept and maintained at the
office of the Master Trust Fund .
E . Execution of Documents. A certificate signed by the Chairman of the Master
Trustees, or such other person as may be designated by the Master Trustees, shall be evidence of
the action of the Master Trustees, and any such certificate or other instrument so signed shall be
kept and maintained at the office of the Master Trust Fund and may be relied upon as an action
of the Master Trustees .
F . Appointment of Administrator. The Master Trustees shall designate and provide
compensation for an Administrator to administer the affairs of the Master Trust Fund . An
Administrator so appointed shall furnish a fidelity bond with the Master Trustees as obligee . The
Master Trustees shall determine the amount of the fidelity bond and evidence of the bond shall
be available to the appropriate governmental agencies .
G . Unclaimed Benefit Payments. If any check or share certificate in payment of a
Benefit under this Agreement or any Plan, which has been mailed by regular United States first-
class mail to the last address of the payee furnished to the Master Trustees or the Administrator,
is returned unclaimed, the Master Trustees or the Administrator shall discontinue further
payments to such payee until they receive further instructions , subject to any applicable
unclaimed property act provisions . The Master Trustees or Administrator shall further take
reasonable actions to locate such payees .
H . Duty to Furnish Information . Both the Administrator and the Master Trustees
shall furnish to each other any document, report, return , statement or other information that the
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MADI_625405. 4
other reasonably deems necessary to perform duties imposed under this Agreement or otherwise
imposed by law .
I . Authority of Individual Master Trustees . The Master Trustees may delegate a
particular function, power or authority to an individual Master Trustee (the "Individual Master
Trustee") . When such delegation occurs, no person dealing with the Individual Master Trustee
shall be required to make inquiry as to the authority of the Individual Master Trustee to do any
act hereunder. Any such person shall be entitled , conclusively, to assume that the Individual
Master Trustee is properly authorized to do any act, which he/she purports to do hereunder, and
any such person shall be under no liability to any person , whomsoever, for any act done
hereunder pursuant to such written direction of the Individual Master Trustee . When such action
is so authorized by an Individual Master Trustee, any such person may assume conclusively that
the Individual Master Trustee has full power and authority to receive and give receipt for any
money or property becoming due and payable to the Master Trustees, and no such person shall
be bound to inquire as to the disposition or application of any money or property paid or
delivered to the Individual Master Trustee , or paid or delivered in accordance with such written
direction of the Individual Master Trustee .
L Reliance on Communications. The Master Trustees may rely upon a certification
of the Administrator with respect to any instruction, direction, or approval of the Administrator
and may continue to rely upon such certification until a subsequent certification is filed with the
Master Trustees . The Master Trustees shall have no duty to make any investigation or inquiry as
to any statement contained in any such writing but may accept the same as fully authorized by
the Administrator .
Section 107 . ACCOUNTS ,
The Master Trustees shall keep or cause to be kept at the expense of the Master Trust
Fund accurate and detailed accounts of all their receipts, investments and disbursements under
this Agreement and the Plans, with the Master Trustees accounting separately for each
Investment Manager ' s portion of the Master Trust Fund .
Section 108 . COMMUNICATIONS .
Until notice is given to the contrary, communication to the Master Trustees shall be sent
to them at the Master Trust Fund ' s office at 301 South Bronough Street, Suite 300 , Tallahassee,
FL 32302 and communications to the Administrator shall be sent to 301 South Bronough Street,
Suite 300 , Tallahassee, FL 32302 .
Section 109 . APPOINTMENT, RESIGNATION OR REMOVAL OF MASTER TRUSTEES ,
A . Master Trustees . The operation and administration of the Master Trust Fund shall
be the full responsibility of the Master Trustees selected from the ranks of elected officials of
municipal governments participating in the Plans.
B . Appointment of Master Trustees and Length of Appointment . The number of
Master Trustees shall be five ( 5 ) .
12
MADI_625405 . 4
other reasonably deems necessary to perform duties imposed under this Agreement or otherwise
imposed by law .
I . Authority of Individual Master Trustees . The Master Trustees may delegate a
particular function, power or authority to an individual Master Trustee (the "Individual Master
Trustee") . When such delegation occurs, no person dealing with the Individual Master Trustee
shall be required to make inquiry as to the authority of the Individual Master Trustee to do any
act hereunder. Any such person shall be entitled , conclusively, to assume that the Individual
Master Trustee is properly authorized to do any act, which he/she purports to do hereunder, and
any such person shall be under no liability to any person , whomsoever, for any act done
hereunder pursuant to such written direction of the Individual Master Trustee . When such action
is so authorized by an Individual Master Trustee, any such person may assume conclusively that
the Individual Master Trustee has full power and authority to receive and give receipt for any
money or property becoming due and payable to the Master Trustees, and no such person shall
be bound to inquire as to the disposition or application of any money or property paid or
delivered to the Individual Master Trustee , or paid or delivered in accordance with such written
direction of the Individual Master Trustee .
L Reliance on Communications. The Master Trustees may rely upon a certification
of the Administrator with respect to any instruction, direction, or approval of the Administrator
and may continue to rely upon such certification until a subsequent certification is filed with the
Master Trustees . The Master Trustees shall have no duty to make any investigation or inquiry as
to any statement contained in any such writing but may accept the same as fully authorized by
the Administrator .
Section 107 . ACCOUNTS ,
The Master Trustees shall keep or cause to be kept at the expense of the Master Trust
Fund accurate and detailed accounts of all their receipts, investments and disbursements under
this Agreement and the Plans, with the Master Trustees accounting separately for each
Investment Manager ' s portion of the Master Trust Fund .
Section 108 . COMMUNICATIONS .
Until notice is given to the contrary, communication to the Master Trustees shall be sent
to them at the Master Trust Fund ' s office at 301 South Bronough Street, Suite 300 , Tallahassee,
FL 32302 and communications to the Administrator shall be sent to 301 South Bronough Street,
Suite 300 , Tallahassee, FL 32302 .
Section 109 . APPOINTMENT, RESIGNATION OR REMOVAL OF MASTER TRUSTEES ,
A . Master Trustees . The operation and administration of the Master Trust Fund shall
be the full responsibility of the Master Trustees selected from the ranks of elected officials of
municipal governments participating in the Plans.
B . Appointment of Master Trustees and Length of Appointment . The number of
Master Trustees shall be five ( 5 ) .
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MADI_625405 . 4
1 . The first group of Master Trustees was selected by the President of the
Florida League of Cities , Inc . or his designee in order to create an interim group of
Master Trustees to establish the Plans . This interim group of Master Trustees served
until successor Master Trustees were elected . The first group of Master Trustees was
composed of five ( 5 ) Master Trustees . The initial terms of the Master Trustees was as
follows : two (2) individual Master Trustees selected for a one- ( 1 -)year term and three
(3 ) individual Master Trustees selected for a two- (2 -)year term . The terms thereafter
shall be for three (3 ) years .
2 . Beginning in January, 1986 the Master Trustees shall solicit nominations
from the Participating Employers for Master Trustee and such nominees shall constitute
the basis for the election of Master Trustees by the majority vote of the Master Trustees
then in office . The Master Trustees may be re-elected but no Master Trustee shall serve
more than two (2) consecutive three- (3 -) year terms . In the event a Master Trustee is
elected to fill an unexpired tern, the unexpired term shall not be included in the two- (2 -)
term limitation provided herein . Replacement Master Trustees shall be elected from
nominations provided by Participating Employers and vacancies shall be filled by the
majority vote of the Master Trustees then in office from the nominees offered by such
Participating Employers .
3 . No individual Master Trustee may be elected or continue to serve as a
Master Trustee after becoming an owner, officer or employee of the Administrator or a
Custodian .
4 , Each Master Trustee and each successor Master Trustee shall
acknowledge and consent to his election as a Master Trustee by giving written notice of
acceptance of such election to the Chairman of the Master Trustees .
C . Resignation of a Master Trustee .
1 . A Master Trustee may resign from all duties and responsibilities under this
Agreement by giving not less than sixty (60) days prior written notice sent by registered
mail to the Chairman of the Master Trustees . Such notice shall state the date such
resignation shall take effect and such resignation shall take effect on such date unless a
successor Master Trustee shall have been elected at an earlier date by the Master Trustees
in which event such resignation shall take effect immediately upon the election of the
successor Master Trustee .
2 . Any Master Trustee, upon leaving office, shall forthwith turn over and
deliver to the Chairman of the Master Trustees at the principal office of the Master Trust
Fund any and all records, books, documents or other property in his or her possession or
under his or her control which belongs to the Master Trust Fund .
D . Removal of a Master Trustee . Each Master Trustee, unless due to the resignation,
death, incapacity, or refusal to act, shall serve and shall continue to serve subject to
the
provisions of this Agreement.
13
MAD 1_625405.4
1 . The first group of Master Trustees was selected by the President of the
Florida League of Cities , Inc . or his designee in order to create an interim group of
Master Trustees to establish the Plans . This interim group of Master Trustees served
until successor Master Trustees were elected . The first group of Master Trustees was
composed of five ( 5 ) Master Trustees . The initial terms of the Master Trustees was as
follows : two (2) individual Master Trustees selected for a one- ( 1 -)year term and three
(3 ) individual Master Trustees selected for a two- (2 -)year term . The terms thereafter
shall be for three (3 ) years .
2 . Beginning in January, 1986 the Master Trustees shall solicit nominations
from the Participating Employers for Master Trustee and such nominees shall constitute
the basis for the election of Master Trustees by the majority vote of the Master Trustees
then in office . The Master Trustees may be re-elected but no Master Trustee shall serve
more than two (2) consecutive three- (3 -) year terms . In the event a Master Trustee is
elected to fill an unexpired tern, the unexpired term shall not be included in the two- (2 -)
term limitation provided herein . Replacement Master Trustees shall be elected from
nominations provided by Participating Employers and vacancies shall be filled by the
majority vote of the Master Trustees then in office from the nominees offered by such
Participating Employers .
3 . No individual Master Trustee may be elected or continue to serve as a
Master Trustee after becoming an owner, officer or employee of the Administrator or a
Custodian .
4 , Each Master Trustee and each successor Master Trustee shall
acknowledge and consent to his election as a Master Trustee by giving written notice of
acceptance of such election to the Chairman of the Master Trustees .
C . Resignation of a Master Trustee .
1 . A Master Trustee may resign from all duties and responsibilities under this
Agreement by giving not less than sixty (60) days prior written notice sent by registered
mail to the Chairman of the Master Trustees . Such notice shall state the date such
resignation shall take effect and such resignation shall take effect on such date unless a
successor Master Trustee shall have been elected at an earlier date by the Master Trustees
in which event such resignation shall take effect immediately upon the election of the
successor Master Trustee .
2 . Any Master Trustee, upon leaving office, shall forthwith turn over and
deliver to the Chairman of the Master Trustees at the principal office of the Master Trust
Fund any and all records, books, documents or other property in his or her possession or
under his or her control which belongs to the Master Trust Fund .
D . Removal of a Master Trustee . Each Master Trustee, unless due to the resignation,
death, incapacity, or refusal to act, shall serve and shall continue to serve subject to
the
provisions of this Agreement.
13
MAD 1_625405.4
A Master Trustee shall relinquish his or her office or may be removed by a majority vote
of the Master Trustees ipso facto when he or she no longer serves in an official capacity with the
Participating Employer by which he or she was nominated or when the Employer is no longer a
Participating Employer in the Master Trust Fund . Notice of removal of a Master Trustee shall be
furnished to the other Master Trustees by the Chairman of the Master Trustees and shall set forth
the effective date of such removal .
E . Appointment of a Successor Master Trustee. In the event a Master Trustee shall
die, resign, become incapacitated, or refuse to act, a successor Master Trustee shall be elected
forthwith by the Master Trustees. The notice of the election of a successor Master Trustee shall
be furnished to the other Master Trustees by the Chairman of the Master Trustees, and shall be
accompanied by the acceptance of the successor Master Trustee .
F . Master Trustees Rights . In case of the death, resignation or refusal or inability to
act of any one or more of the Master Trustees, the Master Trustees shall have the powers, rights ,
estates and interests of this Agreement as Master Trustees and shall be charged with the duties of
this Agreement ; provided in such cases, no action may be taken unless it is concurred in by a
majority of the remaining Master Trustees .
G . Appointment of Chairman . The Master Trustees may appoint or remove a
Chairman at any time who shall have such authority, duties and responsibilities as may be set
forth in this Agreement from time to time and as provided under applicable law .
Section 110 . AMENDMENT OR TERMINATION OF THIS AGREEMENT •
TERMINATION OF PLANS .
A . Amendment . This Agreement and the trusts created hereby may be amended in
writing at any time by the concurrence of a majority of the Master Trustees . No amendment to
this Agreement, which directly affects the scope of powers of the Master Trustees, terms of
office or the selection of Master Trustees shall become effective without the concurrence of the
Board of Directors of the Florida League of Cities, Inc .
No change which specifically affects the exercise of powers by the Master Trustees or the
fiduciary responsibilities of the Master Trustees to Participating Employers and Participating
Employees shall be required to be approved by the Board of Directors of the Florida League of
Cities, Inc . , nor shall this Section be construed to give the Board of Directors of the Florida
League of Cities, Inc . the power to exercise any fiduciary responsibility of the Master Trustees or
to interfere with the exercise of those responsibilities by the Master Trustees .
This Agreement may not be amended so as to change its purpose as set forth herein or to
permit the diversion or application of any funds of the Master Trust Fund or of the Plans for any
purpose other than those specified herein . The Master Trustees, upon adoption of an amendment
to this Agreement, shall send a copy of any such amendment to the Participating Employers .
B . Termination . This Agreement and any trust created hereby may be terminated at
any time by the Master Trustees with respect to an Employer when the Employer ' s participation
in a participating Plan is terminated or when a Trust Joinder Agreement has been terminated .
The Defined Contribution Pension Plan Trust may be terminated in its entirety when all of the
14
MADI_625405 .4
A Master Trustee shall relinquish his or her office or may be removed by a majority vote
of the Master Trustees ipso facto when he or she no longer serves in an official capacity with the
Participating Employer by which he or she was nominated or when the Employer is no longer a
Participating Employer in the Master Trust Fund . Notice of removal of a Master Trustee shall be
furnished to the other Master Trustees by the Chairman of the Master Trustees and shall set forth
the effective date of such removal .
E . Appointment of a Successor Master Trustee. In the event a Master Trustee shall
die, resign, become incapacitated, or refuse to act, a successor Master Trustee shall be elected
forthwith by the Master Trustees. The notice of the election of a successor Master Trustee shall
be furnished to the other Master Trustees by the Chairman of the Master Trustees, and shall be
accompanied by the acceptance of the successor Master Trustee .
F . Master Trustees Rights . In case of the death, resignation or refusal or inability to
act of any one or more of the Master Trustees, the Master Trustees shall have the powers, rights ,
estates and interests of this Agreement as Master Trustees and shall be charged with the duties of
this Agreement ; provided in such cases, no action may be taken unless it is concurred in by a
majority of the remaining Master Trustees .
G . Appointment of Chairman . The Master Trustees may appoint or remove a
Chairman at any time who shall have such authority, duties and responsibilities as may be set
forth in this Agreement from time to time and as provided under applicable law .
Section 110 . AMENDMENT OR TERMINATION OF THIS AGREEMENT •
TERMINATION OF PLANS .
A . Amendment . This Agreement and the trusts created hereby may be amended in
writing at any time by the concurrence of a majority of the Master Trustees . No amendment to
this Agreement, which directly affects the scope of powers of the Master Trustees, terms of
office or the selection of Master Trustees shall become effective without the concurrence of the
Board of Directors of the Florida League of Cities, Inc .
No change which specifically affects the exercise of powers by the Master Trustees or the
fiduciary responsibilities of the Master Trustees to Participating Employers and Participating
Employees shall be required to be approved by the Board of Directors of the Florida League of
Cities, Inc . , nor shall this Section be construed to give the Board of Directors of the Florida
League of Cities, Inc . the power to exercise any fiduciary responsibility of the Master Trustees or
to interfere with the exercise of those responsibilities by the Master Trustees .
This Agreement may not be amended so as to change its purpose as set forth herein or to
permit the diversion or application of any funds of the Master Trust Fund or of the Plans for any
purpose other than those specified herein . The Master Trustees, upon adoption of an amendment
to this Agreement, shall send a copy of any such amendment to the Participating Employers .
B . Termination . This Agreement and any trust created hereby may be terminated at
any time by the Master Trustees with respect to an Employer when the Employer ' s participation
in a participating Plan is terminated or when a Trust Joinder Agreement has been terminated .
The Defined Contribution Pension Plan Trust may be terminated in its entirety when all of the
14
MADI_625405 .4
participating defined contribution pension plans have been terminated in their entirety or have
terminated their participation in the Defined Contribution Pension Plan Trust . The Deferred
Compensation Plan Trust may be terminated in its entirety when all of the participating deferred
compensation plans have been terminated in their entirety or have terminated their participation
in the Deferred Compensation Plan Trust, The Other Post-Employment Benefit Plan Trust may
be terminated in its entirety when all of the participating other post-employment benefit plans
have been terminated in their entirety or have terminated their participation in the Other Post-
Employment Benefit Plan Trust. The Defined Benefit Pension Plan Trust may be terminated in
its entirety pursuant to Florida law . This Agreement and the Master Trust Fund may be
terminated in their entirety pursuant to Florida law .
In case of a termination of this Agreement, either in whole or in part, the Master Trustees
(subject to the provisions of Section 111 hereof and reserving respectively such sums as the
Master Trustees shall deem necessary in settling their respective accounts and to discharge any
obligation of the Master Trust Fund for which as trustees the Master Trustees shall be liable)
shall hold, apply, transfer or distribute the affected assets of the Master Trust Fund in accordance
with the applicable provisions of this Agreement and the affected Plans . Upon any termination,
in whole or in part, of this Agreement and the trusts created hereby, the Master Trustees shall
have a right to have their respective accounts settled as provided in Section 112 .
In the case of the complete or partial termination of this Agreement as to one or more
Employers, including a termination arising from the discontinuance or delinquency of
contributions, the affected assets of the Master Trust Fund shall continue to be held pursuant to
the direction of the Master Trustees, for the benefit of affected Participating Employees and
Beneficiaries, pursuant to the benefit provisions of the affected Plan . This Agreement shall
remain in full effect with respect to each Participating Employer that does not terminate its
participation in the Master Trust Fund on behalf of its Participating Employees, or whose
participation is not terminated by the Master Trustees . In the event of a complete termination of
the Master Trust Fund , or of the complete termination of the Defined Contribution Pension Plan
Trust, the Deferred Compensation Plan Trust, the Defined Benefit Pension Plan Trust or the
Other Post-Employment Benefit Plan Trust, the Master Trustees will take reasonable steps to
avoid a distribution to the Participating Employees and Beneficiaries, except pursuant to benefit
options under the provisions of the participating Plans, including transfers to successor plan(s) .
However, if distributions must be made, the Administrator shall be responsible for directing
distribution of all affected assets of the Master Trust Fund to Participating Employees and
Beneficiaries .
Distributions under a participating Plan of existing accounts or accrued benefits to the
Participating Employees and Beneficiaries affected by the termination are subject to the benefit
provisions of the Plan . However, if a Participating Employer requests a plan -to- plan transfer of
Plan assets with respect to the Participating Employer ' s Participating Employees, the Master
Trustees may in their discretion make the transfer .
Notwithstanding the foregoing, the Master Trustees shall not be required to pay out any
assets of the Master Trust Fund to Participating Employees and Beneficiaries or a successor plan
upon termination of this Agreement or the Master Trust Fund, in whole or in part, until the
Master Trustees have received written certification from the Administrator ( i) that all provisions
15
MADI_625405. 4
participating defined contribution pension plans have been terminated in their entirety or have
terminated their participation in the Defined Contribution Pension Plan Trust . The Deferred
Compensation Plan Trust may be terminated in its entirety when all of the participating deferred
compensation plans have been terminated in their entirety or have terminated their participation
in the Deferred Compensation Plan Trust, The Other Post-Employment Benefit Plan Trust may
be terminated in its entirety when all of the participating other post-employment benefit plans
have been terminated in their entirety or have terminated their participation in the Other Post-
Employment Benefit Plan Trust. The Defined Benefit Pension Plan Trust may be terminated in
its entirety pursuant to Florida law . This Agreement and the Master Trust Fund may be
terminated in their entirety pursuant to Florida law .
In case of a termination of this Agreement, either in whole or in part, the Master Trustees
(subject to the provisions of Section 111 hereof and reserving respectively such sums as the
Master Trustees shall deem necessary in settling their respective accounts and to discharge any
obligation of the Master Trust Fund for which as trustees the Master Trustees shall be liable)
shall hold, apply, transfer or distribute the affected assets of the Master Trust Fund in accordance
with the applicable provisions of this Agreement and the affected Plans . Upon any termination,
in whole or in part, of this Agreement and the trusts created hereby, the Master Trustees shall
have a right to have their respective accounts settled as provided in Section 112 .
In the case of the complete or partial termination of this Agreement as to one or more
Employers, including a termination arising from the discontinuance or delinquency of
contributions, the affected assets of the Master Trust Fund shall continue to be held pursuant to
the direction of the Master Trustees, for the benefit of affected Participating Employees and
Beneficiaries, pursuant to the benefit provisions of the affected Plan . This Agreement shall
remain in full effect with respect to each Participating Employer that does not terminate its
participation in the Master Trust Fund on behalf of its Participating Employees, or whose
participation is not terminated by the Master Trustees . In the event of a complete termination of
the Master Trust Fund , or of the complete termination of the Defined Contribution Pension Plan
Trust, the Deferred Compensation Plan Trust, the Defined Benefit Pension Plan Trust or the
Other Post-Employment Benefit Plan Trust, the Master Trustees will take reasonable steps to
avoid a distribution to the Participating Employees and Beneficiaries, except pursuant to benefit
options under the provisions of the participating Plans, including transfers to successor plan(s) .
However, if distributions must be made, the Administrator shall be responsible for directing
distribution of all affected assets of the Master Trust Fund to Participating Employees and
Beneficiaries .
Distributions under a participating Plan of existing accounts or accrued benefits to the
Participating Employees and Beneficiaries affected by the termination are subject to the benefit
provisions of the Plan . However, if a Participating Employer requests a plan -to- plan transfer of
Plan assets with respect to the Participating Employer ' s Participating Employees, the Master
Trustees may in their discretion make the transfer .
Notwithstanding the foregoing, the Master Trustees shall not be required to pay out any
assets of the Master Trust Fund to Participating Employees and Beneficiaries or a successor plan
upon termination of this Agreement or the Master Trust Fund, in whole or in part, until the
Master Trustees have received written certification from the Administrator ( i) that all provisions
15
MADI_625405. 4
of law with respect to such termination have been complied with , including the termination of a
Plan ; and ( ii ) after the Master Trustees have made a determination of the fair market value of the
assets of a Plan, that the assets of the Plan are sufficient to discharge when due all obligations of
the Plan required by law . The Master Trustees shall rely conclusively on such written
certification and shall be under no obligation to investigate or otherwise determine its propriety .
When the assets of the Master Trust Fund affected by a termination have been applied,
transferred or distributed and the accounts of the Master Trustees have been settled , then the
Master Trustees shall be released and discharged from all further accountability or liability
respecting the trust or trusts, or portions thereof, affected by the termination and shall not be
responsible in any way for the further disposition of the assets of the trust or trusts, or portions
thereof, affected by the termination or any part thereof so applied, transferred or distributed .
Section 111 . PROHIBITION OF ASSIGNMENT OF INTEREST.
No interest, right or claim in or to any part of the Master Trust Fund or the funds of the
Plans, or any payment therefrom shall be assignable , transferable or subject to sale, mortgage,
pledge, hypothecation , commutation , anticipation, garnishment, attachment, execution or levy of
any kind, and the Master Trustees shall not recognize any attempt to assign, transfer, sell ,
mortgage, pledge, hypothecate, commute or anticipate the same, except to the extent required by
law .
Section 112 . MISCELLANEOUS .
A . Titles . The titles to Parts and Sections of this Agreement are placed herein for
convenience of reference only, and the Agreement is not to be construed by reference thereto .
B . Professional Administrator. The Administrator may delegate any of its
obligations under this Agreement to a professional administrator.
C . Successors . This Agreement shall bind and inure to the benefit of the successors
and assigns of the Florida League of Cities, Inc . , the Master Trustees, the Participating
Employers and the Participating Employees .
D . Counterparts . This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original but all of which together shall constitute but one
instrument, which may be sufficiently evidenced by any counterpart . Any Participating
Employer that formally applies for participation in this Agreement by executing a Trust Joinder
Agreement and is accepted by the Master Trustees shall thereupon become a party to this
Agreement and be bound by all of the terms and conditions thereof, and said Trust Joinder
Agreement shall constitute a counterpart of this Agreement.
E . Jurisdiction . This Agreement shall be interpreted, construed and enforced, and
the trust or trusts created hereby shall be administered, in accordance with the laws of the United
States and of the State of Florida .
F . Situs of the Trust . The situs of the trust or trusts created hereby is the State of
Florida . All questions pertaining to its validity, construction, and administration shall be
16
MADI_625405.4
of law with respect to such termination have been complied with , including the termination of a
Plan ; and ( ii ) after the Master Trustees have made a determination of the fair market value of the
assets of a Plan, that the assets of the Plan are sufficient to discharge when due all obligations of
the Plan required by law . The Master Trustees shall rely conclusively on such written
certification and shall be under no obligation to investigate or otherwise determine its propriety .
When the assets of the Master Trust Fund affected by a termination have been applied,
transferred or distributed and the accounts of the Master Trustees have been settled , then the
Master Trustees shall be released and discharged from all further accountability or liability
respecting the trust or trusts, or portions thereof, affected by the termination and shall not be
responsible in any way for the further disposition of the assets of the trust or trusts, or portions
thereof, affected by the termination or any part thereof so applied, transferred or distributed .
Section 111 . PROHIBITION OF ASSIGNMENT OF INTEREST.
No interest, right or claim in or to any part of the Master Trust Fund or the funds of the
Plans, or any payment therefrom shall be assignable , transferable or subject to sale, mortgage,
pledge, hypothecation , commutation , anticipation, garnishment, attachment, execution or levy of
any kind, and the Master Trustees shall not recognize any attempt to assign, transfer, sell ,
mortgage, pledge, hypothecate, commute or anticipate the same, except to the extent required by
law .
Section 112 . MISCELLANEOUS .
A . Titles . The titles to Parts and Sections of this Agreement are placed herein for
convenience of reference only, and the Agreement is not to be construed by reference thereto .
B . Professional Administrator. The Administrator may delegate any of its
obligations under this Agreement to a professional administrator.
C . Successors . This Agreement shall bind and inure to the benefit of the successors
and assigns of the Florida League of Cities, Inc . , the Master Trustees, the Participating
Employers and the Participating Employees .
D . Counterparts . This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original but all of which together shall constitute but one
instrument, which may be sufficiently evidenced by any counterpart . Any Participating
Employer that formally applies for participation in this Agreement by executing a Trust Joinder
Agreement and is accepted by the Master Trustees shall thereupon become a party to this
Agreement and be bound by all of the terms and conditions thereof, and said Trust Joinder
Agreement shall constitute a counterpart of this Agreement.
E . Jurisdiction . This Agreement shall be interpreted, construed and enforced, and
the trust or trusts created hereby shall be administered, in accordance with the laws of the United
States and of the State of Florida .
F . Situs of the Trust . The situs of the trust or trusts created hereby is the State of
Florida . All questions pertaining to its validity, construction, and administration shall be
16
MADI_625405.4
determined in accordance with the laws of the State of Florida. Venue for any action regarding
this Agreement is Leon County, Florida .
G . Construction . Whenever any words are used in this Agreement in the masculine
gender, they shall be construed as though they were also used in the feminine or neuter gender in
all situations where they would so apply and whenever any words are used in this Agreement in
the singular form, they shall be construed as though they were also used in the plural form in all
situations where they would so apply, and whenever any words are used in this Agreement in the
plural form , they shall be construed as though they were also in the singular form in all situations
where they would so apply .
H . Fiscal Year. The Master Trust Fund and all trusts created by it shall operate on a
fiscal year from 12 : 01 a.m . October ls` to midnight of the last day in September in the following
year or as otherwise provided by the participating Plan . Application for participation in this
Agreement, when approved in writing by the Master Trustees or their designee, shall constitute a
continuing contract for each succeeding fiscal year unless cancelled by the Master Trustees or
unless the Participating Employer resigns or withdraws from this Agreement by written notice .
1 . Parties Bound . This Agreement shall be binding upon the parties hereto, the
Participating Employers and the Participating Employees in any Plan and persons claiming under
or through them pursuant to any Plan, and, as the case may be, the heirs, executors ,
administrators, successors and assigns of each of them .
J . Necessary Parties to Disputes . Necessary parties to any accounting, litigation or
other proceedings relating to this Agreement shall include only the Master Trustees and the
Administrator. The settlement or judgment in any such case in which the Master Trustees are
duly served or cited shall be binding upon all Participating Employers and Participating
Employees in any Plan and their Beneficiaries and estates, and upon all persons claiming by,
through or under them .
K . Severability . If any provision of this Agreement shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Agreement
shall continue to be fully effective . If any provision of the Agreement is held to violate the IRC
or to be illegal or invalid for any other reason , that provision shall be deemed to be null and void ,
but the invalidation of that provision shall not otherwise affect any Plan or trust created by this
Agreement.
PART 2 = DEFINED BENEFIT PENSION PLAN TRUST
Section 200 . APPLICATION .
The provisions of Part 2 apply to the Defined Benefit Pension Plan Trust and the
participating defined benefit pension plans of Participating Employers .
17
MADI 625405 .4
determined in accordance with the laws of the State of Florida. Venue for any action regarding
this Agreement is Leon County, Florida .
G . Construction . Whenever any words are used in this Agreement in the masculine
gender, they shall be construed as though they were also used in the feminine or neuter gender in
all situations where they would so apply and whenever any words are used in this Agreement in
the singular form, they shall be construed as though they were also used in the plural form in all
situations where they would so apply, and whenever any words are used in this Agreement in the
plural form , they shall be construed as though they were also in the singular form in all situations
where they would so apply .
H . Fiscal Year. The Master Trust Fund and all trusts created by it shall operate on a
fiscal year from 12 : 01 a.m . October ls` to midnight of the last day in September in the following
year or as otherwise provided by the participating Plan . Application for participation in this
Agreement, when approved in writing by the Master Trustees or their designee, shall constitute a
continuing contract for each succeeding fiscal year unless cancelled by the Master Trustees or
unless the Participating Employer resigns or withdraws from this Agreement by written notice .
1 . Parties Bound . This Agreement shall be binding upon the parties hereto, the
Participating Employers and the Participating Employees in any Plan and persons claiming under
or through them pursuant to any Plan, and, as the case may be, the heirs, executors ,
administrators, successors and assigns of each of them .
J . Necessary Parties to Disputes . Necessary parties to any accounting, litigation or
other proceedings relating to this Agreement shall include only the Master Trustees and the
Administrator. The settlement or judgment in any such case in which the Master Trustees are
duly served or cited shall be binding upon all Participating Employers and Participating
Employees in any Plan and their Beneficiaries and estates, and upon all persons claiming by,
through or under them .
K . Severability . If any provision of this Agreement shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Agreement
shall continue to be fully effective . If any provision of the Agreement is held to violate the IRC
or to be illegal or invalid for any other reason , that provision shall be deemed to be null and void ,
but the invalidation of that provision shall not otherwise affect any Plan or trust created by this
Agreement.
PART 2 = DEFINED BENEFIT PENSION PLAN TRUST
Section 200 . APPLICATION .
The provisions of Part 2 apply to the Defined Benefit Pension Plan Trust and the
participating defined benefit pension plans of Participating Employers .
17
MADI 625405 .4
Section 201 . ESTABLISHMENT AND PURPOSE OF TRUST FOR DEFINED BENEFIT
PENSION PLANS .
A . Establishment of Trust For Defined Benefit Pension Plans , The Participating
Employers with a defined benefit pension plan or plans establish with the Master Trustees, and
the Master Trustees hereby accept, a Defined Benefit Pension Plan Trust for the exclusive
benefit of Participating Employees and Beneficiaries of Participating Employers consisting of
such cash or other property acceptable to the Master Trustees as shall be transferred to the
Master Trustees from time to time by the trustee of any Participating Employer with a defined
benefit pension plan or plans, as provided in Section 202 hereof, for investment in the Master
Trust Fund, together with the earnings, income, additions and appreciation thereon and thereto .
Be Purposes of Defined Benefit Pension Plan Trust. The Master Trustees may use
and apply assets in the Defined Benefit Pension Plan Trust, as part of the Master Trust Fund, for
the following purposes :
1 . At no time prior to the satisfaction of all liabilities with respect to
Participating Employees and their Beneficiaries shall any part of the corpus or income be
used for, or diverted to, purposes other than the exclusive benefit of the Participating
Employees and their Beneficiaries to distribute the corpus and income of the Defined
Benefit Pension Plan Trust to the Participating Employees and their Beneficiaries in
accordance with applicable law and the participating defined benefit pension plans .
2 . To establish and accumulate as part of the Master Trust Fund an adequate
reserve to carry out the purposes of the Defined Benefit Pension Plan Trust .
3 . To pay any federal , state or local taxes or fees, which may be properly
imposed on or levied against the Defined Benefit Pension Plan Trust or benefits paid
therefrom .
4 . If deemed appropriate and advisable, to pay premiums on separately
administered life insurance coverage on the lives of Participating Employees of
Participating Employers .
Section 202 . PARTICIPATING EMPLOYERS WITH A DEFINED BENEFIT PENSION
PLAN OR PLANS .
A . Approval . Before the approval of the participation of any Employer that has a
defined benefit pension plan not established as a Plan by the Master Trustees, such plan must be
approved for actuarial soundness by an actuary selected by the Master Trustees or Administrator
and such plan must comply with Chapter 112 , Florida Statutes .
Be Accumulated Share , No Participating Employer shall have any right, title or
interest in or to any specific assets of the Master Trust Fund, but shall have an undivided
beneficial interest in the Master Trust Fund ; however, there shall be a specific accounting of
assets allocable to each Participating Employer and each participating Plan .
18
MADI_625405. 4
Section 201 . ESTABLISHMENT AND PURPOSE OF TRUST FOR DEFINED BENEFIT
PENSION PLANS .
A . Establishment of Trust For Defined Benefit Pension Plans , The Participating
Employers with a defined benefit pension plan or plans establish with the Master Trustees, and
the Master Trustees hereby accept, a Defined Benefit Pension Plan Trust for the exclusive
benefit of Participating Employees and Beneficiaries of Participating Employers consisting of
such cash or other property acceptable to the Master Trustees as shall be transferred to the
Master Trustees from time to time by the trustee of any Participating Employer with a defined
benefit pension plan or plans, as provided in Section 202 hereof, for investment in the Master
Trust Fund, together with the earnings, income, additions and appreciation thereon and thereto .
Be Purposes of Defined Benefit Pension Plan Trust. The Master Trustees may use
and apply assets in the Defined Benefit Pension Plan Trust, as part of the Master Trust Fund, for
the following purposes :
1 . At no time prior to the satisfaction of all liabilities with respect to
Participating Employees and their Beneficiaries shall any part of the corpus or income be
used for, or diverted to, purposes other than the exclusive benefit of the Participating
Employees and their Beneficiaries to distribute the corpus and income of the Defined
Benefit Pension Plan Trust to the Participating Employees and their Beneficiaries in
accordance with applicable law and the participating defined benefit pension plans .
2 . To establish and accumulate as part of the Master Trust Fund an adequate
reserve to carry out the purposes of the Defined Benefit Pension Plan Trust .
3 . To pay any federal , state or local taxes or fees, which may be properly
imposed on or levied against the Defined Benefit Pension Plan Trust or benefits paid
therefrom .
4 . If deemed appropriate and advisable, to pay premiums on separately
administered life insurance coverage on the lives of Participating Employees of
Participating Employers .
Section 202 . PARTICIPATING EMPLOYERS WITH A DEFINED BENEFIT PENSION
PLAN OR PLANS .
A . Approval . Before the approval of the participation of any Employer that has a
defined benefit pension plan not established as a Plan by the Master Trustees, such plan must be
approved for actuarial soundness by an actuary selected by the Master Trustees or Administrator
and such plan must comply with Chapter 112 , Florida Statutes .
Be Accumulated Share , No Participating Employer shall have any right, title or
interest in or to any specific assets of the Master Trust Fund, but shall have an undivided
beneficial interest in the Master Trust Fund ; however, there shall be a specific accounting of
assets allocable to each Participating Employer and each participating Plan .
18
MADI_625405. 4
C . Contributions. The Administrator shall have the responsibility for accepting
contributions by Participating Employers . The Administrator shall be under no duty to
determine whether the amount of any contribution is in accordance with the Participating
Employer ' s defined benefit pension plan or plans or to collect or enforce payment of any
contribution . All contributions under the participating defined benefit pension plans shall be
transferred to the Defined Benefit Pension Plan Trust to be held, managed, invested and
distributed as part of the Defined Benefit Pension Plan Trust by the Master Trustees in
accordance with the provisions of the Plans and applicable law . All benefits under the Plans
shall be distributed solely from the Defined Benefit Pension Plan Trust and Participating
Employers shall have no financial liability therefor other than the obligation to make
contributions to the Defined Benefit Pension Plan Trust as provided in the Plans .
D . Chapter 175 or 185 Plans , The Master Trustees shall be authorized to take the
steps they deem necessary or appropriate to comply with Chapters 175 and 185 , Florida Statutes,
with respect to any defined benefit pension plan of a Participating Employer established pursuant
to such Chapters .
PART 3 = DEFINED CONTRIBUTION PENSION PLAN TRUST
Section 300 . APPLICATION .
The provisions of Part 3 apply to the Defined Contribution Pension Plan Trust and the
participating defined contribution pension plans of the Participating Employers.
Section 301 . ESTABLISHMENT AND PURPOSE OF TRUST FOR DEFINED
CONTRIBUTION PENSION PLANS .
A . Establishment of Trust for Defined Contribution Pension Plans . The Master
Trustees established the Defined Contribution Pension Plan Trust for the exclusive benefit of
Participating Employees of Participating Employers with a defined contribution pension plan or
plans . The authority to conduct the general investment operation and the general administration
of the Defined Contribution Pension Plan Trust is vested in the Master Trustees . The Master
Trustees may contract with the Administrator to perform delegated functions with respect to any
participating defined contribution pension plan, and the Administrator may contract with third
parties to provide administrative, investment and custodial services in relation to any
participating defined contribution pension plan .
B . Purposes of Defined Contribution Pension Plan Trust. The Master Trustees shall
maintain the Defined Contribution Pension Plan Trust for the exclusive benefit of the
Participating Employees and their Beneficiaries . The Master Trustees intend to maintain sound
prudent practices designed to provide easy and convenient access to information and transactions
for Participating Employees, including transfers from one investment option to another at the
Participating Employee ' s direction . The Master Trustees intend to maintain these practices at a
reasonable cost to the Participating Employers and Participating Employees . The Master
Trustees intend to preserve Participating Employees ' rights to choose freely among a broad
range of investment options and to self-direct investments for their Plan accounts . Further, the
Master Trustees intend to perform ongoing evaluations and reviews to ensure that the investment
19
MADI_625405. 4
C . Contributions. The Administrator shall have the responsibility for accepting
contributions by Participating Employers . The Administrator shall be under no duty to
determine whether the amount of any contribution is in accordance with the Participating
Employer ' s defined benefit pension plan or plans or to collect or enforce payment of any
contribution . All contributions under the participating defined benefit pension plans shall be
transferred to the Defined Benefit Pension Plan Trust to be held, managed, invested and
distributed as part of the Defined Benefit Pension Plan Trust by the Master Trustees in
accordance with the provisions of the Plans and applicable law . All benefits under the Plans
shall be distributed solely from the Defined Benefit Pension Plan Trust and Participating
Employers shall have no financial liability therefor other than the obligation to make
contributions to the Defined Benefit Pension Plan Trust as provided in the Plans .
D . Chapter 175 or 185 Plans , The Master Trustees shall be authorized to take the
steps they deem necessary or appropriate to comply with Chapters 175 and 185 , Florida Statutes,
with respect to any defined benefit pension plan of a Participating Employer established pursuant
to such Chapters .
PART 3 = DEFINED CONTRIBUTION PENSION PLAN TRUST
Section 300 . APPLICATION .
The provisions of Part 3 apply to the Defined Contribution Pension Plan Trust and the
participating defined contribution pension plans of the Participating Employers.
Section 301 . ESTABLISHMENT AND PURPOSE OF TRUST FOR DEFINED
CONTRIBUTION PENSION PLANS .
A . Establishment of Trust for Defined Contribution Pension Plans . The Master
Trustees established the Defined Contribution Pension Plan Trust for the exclusive benefit of
Participating Employees of Participating Employers with a defined contribution pension plan or
plans . The authority to conduct the general investment operation and the general administration
of the Defined Contribution Pension Plan Trust is vested in the Master Trustees . The Master
Trustees may contract with the Administrator to perform delegated functions with respect to any
participating defined contribution pension plan, and the Administrator may contract with third
parties to provide administrative, investment and custodial services in relation to any
participating defined contribution pension plan .
B . Purposes of Defined Contribution Pension Plan Trust. The Master Trustees shall
maintain the Defined Contribution Pension Plan Trust for the exclusive benefit of the
Participating Employees and their Beneficiaries . The Master Trustees intend to maintain sound
prudent practices designed to provide easy and convenient access to information and transactions
for Participating Employees, including transfers from one investment option to another at the
Participating Employee ' s direction . The Master Trustees intend to maintain these practices at a
reasonable cost to the Participating Employers and Participating Employees . The Master
Trustees intend to preserve Participating Employees ' rights to choose freely among a broad
range of investment options and to self-direct investments for their Plan accounts . Further, the
Master Trustees intend to perform ongoing evaluations and reviews to ensure that the investment
19
MADI_625405. 4
options offered remain diversified, competitive and attractive to Participating Employers and
Participating Employees . It is the Master Trustees ' intent that the Defined Contribution Pension
Plan Trust be exempt under Sections 501 (a) and 115 of the IRC .
Section 302 . DEFINED CONTRIBUTION PENSION PLAN TRUST ADMINISTRATION .
A . Defined Contribution Pension Plan Trust Administration. The Master Trustees
shall receive and accept for the purposes hereof all property paid to them by or at the direction of
the Participating Employers and Participating Employees and shall hold, invest, reinvest,
manage, administer and distribute property and the increments, proceeds , earnings and income
thereof for the exclusive benefit of the Participating Employees and Beneficiaries under the
participating defined contribution pension plans . All assets shall be held by the Master Trustees
in the Defined Contribution Pension Plan Trust . The Master Trustees have authority to invest, in
accordance with valid Participating Employer and Participating Employee instructions, and
manage the assets of the Defined Contribution Pension Plan Trust .
B . Exclusive Benefit Rule . No portion of the vested principal or the income of the
Defined Contribution Pension Plan Trust shall revert to any Participating Employer, or ever be
used for or diverted to any purpose other than for (i) the exclusive benefit of Participating
Employees in the participating defined contribution pension plans and persons claiming under or
through them pursuant to such plans and (ii) the payment of reasonable expenses of such plans
and the Defined Contribution Pension Plan Trust , The Master Trustees shall administer the
Defined Contribution Pension Plan Trust in compliance with IRC Section 503 (b) .
C . Defined Contribution Pension Plans . All references in this Part 3 to defined
contribution pension plans shall mean the participating defined contribution pension plans of the
Participating Employers in the Defined Contribution Pension Plan Trust. The participating
defined contribution pension plans, as amended from time to time, shall be incorporated herein
by reference, and the terms herein shall have the meanings attributed to them in such plans.
D . Pro e . The word "property" used for the Defined Contribution Pension Plan
Trust shall be deemed to refer to any property, real or personal , or part interest therein, wherever
situated, including, but without being limited to, preferred and common stocks, shares of
investment companies, bonds, notes, debentures and mortgages, equipment trust certificates,
investment trust certificates, interest in partnerships whether limited or general , or in any
insurance contract, policy, annuity or other investment media offered by an insurance company .
Section 303 . DEPOSITS AND DISBURSEMENTS FROM THE TRUST .
A . Trust Deposits . The Master Trustees hereby delegate to the Administrator the
responsibility for accepting deposits to the Defined Contribution Pension Plan Trust .
B . Trust Payments . The Master Trustees hereby delegate to the Administrator the
responsibility for making payments from the Defined Contribution Pension Plan Trust , The
Administrator shall make payments from the Defined Contribution Pension Plan Trust to
Participating Employees, their Beneficiaries and such other persons as the appropriate
participating defined contribution pension plans may provide . Such payments shall be made in
20
MADI 625405.4
options offered remain diversified, competitive and attractive to Participating Employers and
Participating Employees . It is the Master Trustees ' intent that the Defined Contribution Pension
Plan Trust be exempt under Sections 501 (a) and 115 of the IRC .
Section 302 . DEFINED CONTRIBUTION PENSION PLAN TRUST ADMINISTRATION .
A . Defined Contribution Pension Plan Trust Administration. The Master Trustees
shall receive and accept for the purposes hereof all property paid to them by or at the direction of
the Participating Employers and Participating Employees and shall hold, invest, reinvest,
manage, administer and distribute property and the increments, proceeds , earnings and income
thereof for the exclusive benefit of the Participating Employees and Beneficiaries under the
participating defined contribution pension plans . All assets shall be held by the Master Trustees
in the Defined Contribution Pension Plan Trust . The Master Trustees have authority to invest, in
accordance with valid Participating Employer and Participating Employee instructions, and
manage the assets of the Defined Contribution Pension Plan Trust .
B . Exclusive Benefit Rule . No portion of the vested principal or the income of the
Defined Contribution Pension Plan Trust shall revert to any Participating Employer, or ever be
used for or diverted to any purpose other than for (i) the exclusive benefit of Participating
Employees in the participating defined contribution pension plans and persons claiming under or
through them pursuant to such plans and (ii) the payment of reasonable expenses of such plans
and the Defined Contribution Pension Plan Trust , The Master Trustees shall administer the
Defined Contribution Pension Plan Trust in compliance with IRC Section 503 (b) .
C . Defined Contribution Pension Plans . All references in this Part 3 to defined
contribution pension plans shall mean the participating defined contribution pension plans of the
Participating Employers in the Defined Contribution Pension Plan Trust. The participating
defined contribution pension plans, as amended from time to time, shall be incorporated herein
by reference, and the terms herein shall have the meanings attributed to them in such plans.
D . Pro e . The word "property" used for the Defined Contribution Pension Plan
Trust shall be deemed to refer to any property, real or personal , or part interest therein, wherever
situated, including, but without being limited to, preferred and common stocks, shares of
investment companies, bonds, notes, debentures and mortgages, equipment trust certificates,
investment trust certificates, interest in partnerships whether limited or general , or in any
insurance contract, policy, annuity or other investment media offered by an insurance company .
Section 303 . DEPOSITS AND DISBURSEMENTS FROM THE TRUST .
A . Trust Deposits . The Master Trustees hereby delegate to the Administrator the
responsibility for accepting deposits to the Defined Contribution Pension Plan Trust .
B . Trust Payments . The Master Trustees hereby delegate to the Administrator the
responsibility for making payments from the Defined Contribution Pension Plan Trust , The
Administrator shall make payments from the Defined Contribution Pension Plan Trust to
Participating Employees, their Beneficiaries and such other persons as the appropriate
participating defined contribution pension plans may provide . Such payments shall be made in
20
MADI 625405.4
such manner, in such amounts and for such purposes, including the payment of Benefits under
participating defined contribution pension plans and the payment of expenses of administration
of the participating defined contribution pension plans, as may be specified in the participating
defined contribution pension plans . The Administrator shall ensure that any payment directed
under this Section conforms to the provisions of the applicable participating defined contribution
pension plan, this Agreement, and the provisions of applicable law. Payments from the Defined
Contribution Pension Plan Trust shall be made by check ( or the check of an agent) or deposit to
the order of the payee . Payments or other distributions hereunder may be mailed to the payee at
the address last furnished to the Administrator . The Master Trustees shall not incur any liability
or other damage on account of any payment or other distribution made by the Defined
Contribution Pension Plan Trust in accordance with this Section .
C . Allocation of Expenses . The Master Trustees shall pay all expenses of the
Defined Contribution Pension Plan Trust from the assets in the Defined Contribution Pension
Plan Trust . All expenses of the Defined Contribution Pension Plan Trust, which are allocable to
a particular investment option or account, may be allocated and charged to such investment
option or account as determined by the Master Trustees . All expenses of the Defined
Contribution Pension Plan Trust which are not allocable to a particular investment option or
account shall be charged to each such investment option or account in the manner established by
the Master Trustees .
Section 304 . INVESTMENT OPTIONS .
The Master Trustees, in accordance with provisions of the participating defined
contribution pension plans , may establish one ( 1 ) or more investment options within the Defined
Contribution Pension Plan Trust, each option being hereinafter referred to as an " investment
option . " The Master Trustees shall transfer to each such investment option such portion of the
assets of the Defined Contribution Pension Plan Trust as appropriate . The Master Trustees shall
manage, acquire or dispose of the assets in an investment option in accordance with valid
specific investment directions given by the Participating Employers or Participating Employees .
All income received with respect to, and all proceeds received from, the disposition of property
held in an investment option shall be credited to, and reinvested in, such investment option . The
Master Trustees shall establish at least one ( 1 ) default investment option in the absence of valid
Participating Employer or Participating Employee investment direction .
From time to time, the Master Trustees may eliminate an investment option , and the
proceeds thereof shall be reinvested in another investment option in accordance with the
directions of the Master Trustees .
Section 305 . INVESTMENT IN INSURANCE CONTRACTS .
The Master Trustees may offer one ( 1 ) or more investment options pursuant to one ( 1 ) or
more agreements with insurance companies qualified to do business in the State of Florida . Any
asset invested pursuant to such an agreement shall be held by the insurance company . Each
insurance company so selected shall certify the value of the Defined Contribution Pension Plan
Trust ' s interest in the property held by it at least annually . The Master Trustees shall be entitled
21
MADI_625405.4
such manner, in such amounts and for such purposes, including the payment of Benefits under
participating defined contribution pension plans and the payment of expenses of administration
of the participating defined contribution pension plans, as may be specified in the participating
defined contribution pension plans . The Administrator shall ensure that any payment directed
under this Section conforms to the provisions of the applicable participating defined contribution
pension plan, this Agreement, and the provisions of applicable law. Payments from the Defined
Contribution Pension Plan Trust shall be made by check ( or the check of an agent) or deposit to
the order of the payee . Payments or other distributions hereunder may be mailed to the payee at
the address last furnished to the Administrator . The Master Trustees shall not incur any liability
or other damage on account of any payment or other distribution made by the Defined
Contribution Pension Plan Trust in accordance with this Section .
C . Allocation of Expenses . The Master Trustees shall pay all expenses of the
Defined Contribution Pension Plan Trust from the assets in the Defined Contribution Pension
Plan Trust . All expenses of the Defined Contribution Pension Plan Trust, which are allocable to
a particular investment option or account, may be allocated and charged to such investment
option or account as determined by the Master Trustees . All expenses of the Defined
Contribution Pension Plan Trust which are not allocable to a particular investment option or
account shall be charged to each such investment option or account in the manner established by
the Master Trustees .
Section 304 . INVESTMENT OPTIONS .
The Master Trustees, in accordance with provisions of the participating defined
contribution pension plans , may establish one ( 1 ) or more investment options within the Defined
Contribution Pension Plan Trust, each option being hereinafter referred to as an " investment
option . " The Master Trustees shall transfer to each such investment option such portion of the
assets of the Defined Contribution Pension Plan Trust as appropriate . The Master Trustees shall
manage, acquire or dispose of the assets in an investment option in accordance with valid
specific investment directions given by the Participating Employers or Participating Employees .
All income received with respect to, and all proceeds received from, the disposition of property
held in an investment option shall be credited to, and reinvested in, such investment option . The
Master Trustees shall establish at least one ( 1 ) default investment option in the absence of valid
Participating Employer or Participating Employee investment direction .
From time to time, the Master Trustees may eliminate an investment option , and the
proceeds thereof shall be reinvested in another investment option in accordance with the
directions of the Master Trustees .
Section 305 . INVESTMENT IN INSURANCE CONTRACTS .
The Master Trustees may offer one ( 1 ) or more investment options pursuant to one ( 1 ) or
more agreements with insurance companies qualified to do business in the State of Florida . Any
asset invested pursuant to such an agreement shall be held by the insurance company . Each
insurance company so selected shall certify the value of the Defined Contribution Pension Plan
Trust ' s interest in the property held by it at least annually . The Master Trustees shall be entitled
21
MADI_625405.4
to rely conclusively on such valuation for all purposes under the Defined Contribution Pension
Plan Trust .
Section 306 . INVESTMENT IN MUTUAL FUNDS .
The Master Trustees may offer one ( 1 ) or more investment options pursuant to one ( 1 ) or
more agreements with companies offering mutual fund products . Any asset invested pursuant to
such an agreement shall be held by the Master Trustees . Each mutual fund so selected shall
certify the value of the Defined Contribution Pension Plan Trust' s interest in that fund at least
annually . The Master Trustees shall be entitled to rely conclusively on such valuation for all
purposes under the Defined Contribution Pension Plan Trust .
Section 307 . MISCELLANEOUS .
A . Conflict . In resolving any conflict among provisions of the Defined Contribution
Pension Plan Trust and in resolving any other uncertainty as to the meaning or intention of any
provision of the Defined Contribution Pension Plan Trust, the interpretation that ( i) causes the
participating defined contribution pension plans to satisfy the applicable requirements of IRC
Sections 401 (a) and 414 (d) and the Defined Contribution Pension Plan Trust to be exempt from
tax under IRC Sections 115 and 501 (a) , and ( ii) causes the participating defined contribution
pension plan and the Defined Contribution Pension Plan Trust to comply with all applicable
requirements of law shall prevail over any different interpretation .
B . No Guarantees . Neither the Administrator nor the Master Trustees guarantee the
Defined Contribution Pension Plan Trust from loss or depreciation or the payment of any amount
which may become due to any person under any participating defined contribution pension plan
or this Agreement .
PART 4 = DEFERRED COMPENSATION PLAN TRUST
Section 400 . APPLICATION .
The provisions of Part 4 apply to the Deferred Compensation Plan Trust and the
participating deferred compensation plans .
Section 401 . ESTABLISHMENT AND PURPOSE OF TRUST FOR DEFERRED
COMPENSATION PLANS .
A . Establishment of Trust for Deferred Compensation Plans . The Master Trustees
establishes the Deferred Compensation Plan Trust for the exclusive benefit of Participating
Employees of Participating Employers with a deferred compensation plan or plans . The
authority to conduct the general investment operation and the general administration of the
Deferred Compensation Plan Trust is vested in the Master Trustees . The Master Trustees may
contract with the Administrator to perform delegated functions with respect to any participating
deferred compensation plan and the Administrator may contract with third parties to provide
administrative, investment and custodial services in relation to any participating deferred
compensation plan .
22
MADI_625405.4
to rely conclusively on such valuation for all purposes under the Defined Contribution Pension
Plan Trust .
Section 306 . INVESTMENT IN MUTUAL FUNDS .
The Master Trustees may offer one ( 1 ) or more investment options pursuant to one ( 1 ) or
more agreements with companies offering mutual fund products . Any asset invested pursuant to
such an agreement shall be held by the Master Trustees . Each mutual fund so selected shall
certify the value of the Defined Contribution Pension Plan Trust' s interest in that fund at least
annually . The Master Trustees shall be entitled to rely conclusively on such valuation for all
purposes under the Defined Contribution Pension Plan Trust .
Section 307 . MISCELLANEOUS .
A . Conflict . In resolving any conflict among provisions of the Defined Contribution
Pension Plan Trust and in resolving any other uncertainty as to the meaning or intention of any
provision of the Defined Contribution Pension Plan Trust, the interpretation that ( i) causes the
participating defined contribution pension plans to satisfy the applicable requirements of IRC
Sections 401 (a) and 414 (d) and the Defined Contribution Pension Plan Trust to be exempt from
tax under IRC Sections 115 and 501 (a) , and ( ii) causes the participating defined contribution
pension plan and the Defined Contribution Pension Plan Trust to comply with all applicable
requirements of law shall prevail over any different interpretation .
B . No Guarantees . Neither the Administrator nor the Master Trustees guarantee the
Defined Contribution Pension Plan Trust from loss or depreciation or the payment of any amount
which may become due to any person under any participating defined contribution pension plan
or this Agreement .
PART 4 = DEFERRED COMPENSATION PLAN TRUST
Section 400 . APPLICATION .
The provisions of Part 4 apply to the Deferred Compensation Plan Trust and the
participating deferred compensation plans .
Section 401 . ESTABLISHMENT AND PURPOSE OF TRUST FOR DEFERRED
COMPENSATION PLANS .
A . Establishment of Trust for Deferred Compensation Plans . The Master Trustees
establishes the Deferred Compensation Plan Trust for the exclusive benefit of Participating
Employees of Participating Employers with a deferred compensation plan or plans . The
authority to conduct the general investment operation and the general administration of the
Deferred Compensation Plan Trust is vested in the Master Trustees . The Master Trustees may
contract with the Administrator to perform delegated functions with respect to any participating
deferred compensation plan and the Administrator may contract with third parties to provide
administrative, investment and custodial services in relation to any participating deferred
compensation plan .
22
MADI_625405.4
B . Purposes of Deferred Compensation Plan Trust. The Master Trustees shall
maintain the Deferred Compensation Plan Trust for the exclusive benefit of the Participating
Employees and their Beneficiaries . The Master Trustees intend to maintain sound prudent
practices designed to provide easy and convenient access to information and transactions for
Participating Employees, including transfers from one investment option to another at the
Participating Employee ' s direction . The Master Trustees intend to maintain these practices at a
reasonable cost to the Participating Employers and Participating Employees , The Master
Trustees intend to preserve Participating Employees ' rights to choose freely among a broad
range of investment options and to sel &direct their investments . Further, the Master Trustees
intend to perform ongoing evaluations and reviews to ensure that the investment options offered
remain diversified , competitive and attractive to Participating Employers and Participating
Employees . It is the Master Trustees ' intent that the Deferred Compensation Plan Trust be
exempt under Sections 501 (a) and 115 of the IRC .
Section 402 . DEFERRED COMPENSATION PLAN TRUST ADMINISTRATION .
A . Deferred Compensation Plan Trust Administration . The Master Trustees shall
receive and accept for the purposes hereof all property paid to them by or at the direction of the
Participating Employers and Participating Employees and shall hold, invest, reinvest, manage,
administer and distribute property and the increments, proceeds, earnings and income thereof for
the exclusive benefit of the Participating Employees and Beneficiaries under the participating
deferred compensation plans . All assets shall be held by the Master Trustees in the Deferred
Compensation Plan Trust. The Master Trustees have authority to invest, in accordance with
valid Participating Employer and Participating Employee instructions, and manage the assets of
the Deferred Compensation Plan Trust .
B . Exclusive Benefit Rule . No portion of the vested principal or the income of the
Deferred Compensation Plan Trust shall revert to the Participating Employers, or ever be used
for or diverted to any purpose other than for (i) the exclusive benefit of Participating Employees
in the Deferred Compensation Plan Trust and persons claiming under or through them pursuant
to the participating deferred compensation plans and ( ii) the payment of reasonable expenses of
such plans and the Deferred Compensation Plan Trust. The Master Trustees shall administer the
Deferred Compensation Plan Trust in compliance with IRC Section 503 (b) .
C . Deferred Compensation Plans . All references in this Part 4 to deferred
compensation plans shall mean the participating deferred compensation plans of the Participating
Employers in the Deferred Compensation Plan Trust. The participating deferred compensation
plans, as amended from time to time, shall be incorporated herein by reference , and the terms
herein shall have the meanings attributed to them in such plans .
D . Pro e . The word "property" used for the Deferred Compensation Plan Trust
shall be deemed to refer to any property, real or personal, or part interest therein, wherever
situated, including, but without being limited to, preferred and common stocks, shares of
investment companies , bonds, notes, debentures and mortgages, equipment trust certificates,
investment trust certificates, interest in partnerships whether limited or general , or in any
insurance contract, policy, annuity or other investment media offered by an insurance company .
23
MADI_625405.4
B . Purposes of Deferred Compensation Plan Trust. The Master Trustees shall
maintain the Deferred Compensation Plan Trust for the exclusive benefit of the Participating
Employees and their Beneficiaries . The Master Trustees intend to maintain sound prudent
practices designed to provide easy and convenient access to information and transactions for
Participating Employees, including transfers from one investment option to another at the
Participating Employee ' s direction . The Master Trustees intend to maintain these practices at a
reasonable cost to the Participating Employers and Participating Employees , The Master
Trustees intend to preserve Participating Employees ' rights to choose freely among a broad
range of investment options and to sel &direct their investments . Further, the Master Trustees
intend to perform ongoing evaluations and reviews to ensure that the investment options offered
remain diversified , competitive and attractive to Participating Employers and Participating
Employees . It is the Master Trustees ' intent that the Deferred Compensation Plan Trust be
exempt under Sections 501 (a) and 115 of the IRC .
Section 402 . DEFERRED COMPENSATION PLAN TRUST ADMINISTRATION .
A . Deferred Compensation Plan Trust Administration . The Master Trustees shall
receive and accept for the purposes hereof all property paid to them by or at the direction of the
Participating Employers and Participating Employees and shall hold, invest, reinvest, manage,
administer and distribute property and the increments, proceeds, earnings and income thereof for
the exclusive benefit of the Participating Employees and Beneficiaries under the participating
deferred compensation plans . All assets shall be held by the Master Trustees in the Deferred
Compensation Plan Trust. The Master Trustees have authority to invest, in accordance with
valid Participating Employer and Participating Employee instructions, and manage the assets of
the Deferred Compensation Plan Trust .
B . Exclusive Benefit Rule . No portion of the vested principal or the income of the
Deferred Compensation Plan Trust shall revert to the Participating Employers, or ever be used
for or diverted to any purpose other than for (i) the exclusive benefit of Participating Employees
in the Deferred Compensation Plan Trust and persons claiming under or through them pursuant
to the participating deferred compensation plans and ( ii) the payment of reasonable expenses of
such plans and the Deferred Compensation Plan Trust. The Master Trustees shall administer the
Deferred Compensation Plan Trust in compliance with IRC Section 503 (b) .
C . Deferred Compensation Plans . All references in this Part 4 to deferred
compensation plans shall mean the participating deferred compensation plans of the Participating
Employers in the Deferred Compensation Plan Trust. The participating deferred compensation
plans, as amended from time to time, shall be incorporated herein by reference , and the terms
herein shall have the meanings attributed to them in such plans .
D . Pro e . The word "property" used for the Deferred Compensation Plan Trust
shall be deemed to refer to any property, real or personal, or part interest therein, wherever
situated, including, but without being limited to, preferred and common stocks, shares of
investment companies , bonds, notes, debentures and mortgages, equipment trust certificates,
investment trust certificates, interest in partnerships whether limited or general , or in any
insurance contract, policy, annuity or other investment media offered by an insurance company .
23
MADI_625405.4
Section 403 . DEPOSITS AND DISBURSEMENTS FROM THE TRUST .
A . Trust Deposits . The Master Trustees hereby delegate to the Administrator the
responsibility for accepting deposits to the Deferred Compensation Plan Trust.
B . Trust Payments . The Master Trustees hereby delegate to the Administrator the
responsibility for making payments from the Deferred Compensation Plan Trust . The
Administrator shall make payments from the Deferred Compensation Plan Trust to Participating
Employees , their Beneficiaries and such other persons as the participating deferred compensation
plans may provide . Such payments shall be made in such manner, in such amounts and for such
purposes, including the payment of Benefits under participating deferred compensation plans and
the payment of expenses of administration of the participating deferred compensation plans , as
may be specified in the deferred compensation plan . The Administrator shall ensure that any
payment directed under this Section conforms to the provisions of the deferred compensation
plan, this Agreement, and the provisions of applicable law . Payments from the Deferred
Compensation Plan Trust shall be made by check (or the check of an agent) or deposit to the
order of the payee . Payments or other distributions hereunder may be mailed to the payee at the
address last furnished to the Administrator . The Master Trustees shall not incur any liability or
other damage on account of any payment or other distribution made by the Deferred
Compensation Plan Trust in accordance with this Section .
C . Allocation of Expenses . The Master Trustees shall pay all expenses of the
Deferred Compensation Plan Trust from the assets of the Deferred Compensation Plan Trust .
All expenses of the Deferred Compensation Plan Trust, which are allocable to a particular
investment option or account may be allocated and charged to such investment option or account
as determined by the Master Trustees . All expenses of the Deferred Compensation Plan Trust
which are not allocable to a particular investment option or account shall be charged to each such
investment option or account in the manner established by the Master Trustees .
Section 404 . INVESTMENT OPTIONS .
The Master Trustees, in accordance with provisions of the participating deferred
compensation plans, may establish one ( 1 ) or more investment options within the Deferred
Compensation Plan Trust, each option being hereinafter referred to as an " investment option ."
The Master Trustees shall transfer to each such investment option such portion of the assets of
the Deferred Compensation Plan Trust as appropriate . The Master Trustees shall manage,
acquire or dispose of the assets in an investment option in accordance with valid specific
investment directions given by the Participating Employers or Participating Employees . All
income received with respect to, and all proceeds received from , the disposition of property held
in an investment option shall be credited to, and reinvested in, such investment option . The
Master Trustees shall establish at least one ( 1 ) default investment option in the absence of valid
Participating Employer or Participating Employee investment direction .
From time to time, the Master Trustees may eliminate an investment option , and the
proceeds thereof shall be reinvested in another investment option in accordance with the
directions of the Master Trustees .
24
MADI 625405.4
Section 403 . DEPOSITS AND DISBURSEMENTS FROM THE TRUST .
A . Trust Deposits . The Master Trustees hereby delegate to the Administrator the
responsibility for accepting deposits to the Deferred Compensation Plan Trust.
B . Trust Payments . The Master Trustees hereby delegate to the Administrator the
responsibility for making payments from the Deferred Compensation Plan Trust . The
Administrator shall make payments from the Deferred Compensation Plan Trust to Participating
Employees , their Beneficiaries and such other persons as the participating deferred compensation
plans may provide . Such payments shall be made in such manner, in such amounts and for such
purposes, including the payment of Benefits under participating deferred compensation plans and
the payment of expenses of administration of the participating deferred compensation plans , as
may be specified in the deferred compensation plan . The Administrator shall ensure that any
payment directed under this Section conforms to the provisions of the deferred compensation
plan, this Agreement, and the provisions of applicable law . Payments from the Deferred
Compensation Plan Trust shall be made by check (or the check of an agent) or deposit to the
order of the payee . Payments or other distributions hereunder may be mailed to the payee at the
address last furnished to the Administrator . The Master Trustees shall not incur any liability or
other damage on account of any payment or other distribution made by the Deferred
Compensation Plan Trust in accordance with this Section .
C . Allocation of Expenses . The Master Trustees shall pay all expenses of the
Deferred Compensation Plan Trust from the assets of the Deferred Compensation Plan Trust .
All expenses of the Deferred Compensation Plan Trust, which are allocable to a particular
investment option or account may be allocated and charged to such investment option or account
as determined by the Master Trustees . All expenses of the Deferred Compensation Plan Trust
which are not allocable to a particular investment option or account shall be charged to each such
investment option or account in the manner established by the Master Trustees .
Section 404 . INVESTMENT OPTIONS .
The Master Trustees, in accordance with provisions of the participating deferred
compensation plans, may establish one ( 1 ) or more investment options within the Deferred
Compensation Plan Trust, each option being hereinafter referred to as an " investment option ."
The Master Trustees shall transfer to each such investment option such portion of the assets of
the Deferred Compensation Plan Trust as appropriate . The Master Trustees shall manage,
acquire or dispose of the assets in an investment option in accordance with valid specific
investment directions given by the Participating Employers or Participating Employees . All
income received with respect to, and all proceeds received from , the disposition of property held
in an investment option shall be credited to, and reinvested in, such investment option . The
Master Trustees shall establish at least one ( 1 ) default investment option in the absence of valid
Participating Employer or Participating Employee investment direction .
From time to time, the Master Trustees may eliminate an investment option , and the
proceeds thereof shall be reinvested in another investment option in accordance with the
directions of the Master Trustees .
24
MADI 625405.4
Section 405 . INVESTMENT IN INSURANCE CONTRACTS .
The Master Trustees may offer one ( 1 ) or more investment options pursuant to one ( 1 ) or
more agreements with insurance companies qualified to do business in the State of Florida . Any
asset invested pursuant to such an agreement shall be held by the insurance company . Each
insurance company so selected shall certify the value of the trust ' s interest in the property held
by it at least annually . The Master Trustees shall be entitled to rely conclusively on such
valuation for all purposes under the Deferred Compensation Plan Trust .
Section 406 . INVESTMENT IN MUTUAL FUNDS ,
The Master Trustees may offer one ( 1 ) or more investment options pursuant to one ( 1 ) or
more agreements with companies offering mutual fund products . Any asset invested pursuant to
such an agreement shall be held by the Master Trustees . Each mutual fund so selected shall
certify the value of Deferred Compensation Plan Trust' s interest in that fund at least annually .
The Master Trustees shall be entitled to rely conclusively on such valuation for all purposes
under Deferred Compensation Plan Trust .
Section 407. MISCELLANEOUS .
A . Conflict. In resolving any conflict among provisions of Deferred Compensation
Plan Trust and in resolving any other uncertainty as to the meaning or intention of any provision
of Deferred Compensation Plan Trust, the interpretation that (i) causes the participating deferred
compensation plans and Deferred Compensation Plan Trust to satisfy the applicable
requirements of IRC Section 457(b) and the Deferred Compensation Plan Trust to be exempt
from tax under IRC Sections 115 and 501 (a), and ( ii) causes the participating deferred
compensation plans and Deferred Compensation Plan Trust to comply with all applicable
requirements of law shall prevail over any different interpretation .
B . No Guarantees . Neither the Administrator nor the Master Trustees guarantee the
Deferred Compensation Plan Trust from loss or depreciation or the payment of any amount
which may become due to any person under the participating deferred compensation plans or this
Agreement .
PART 5 — OTHER POST-EMPLOYMENT BENEFIT PLAN TRUST
Section 500 . APPLICATION .
The provisions of Part 5 apply to the Other Post-Employment Benefit Plan Trust and the
participating post-employment benefit plans of Participating Employers other than pension plans .
Section 501 . ESTABLISHMENT OF OTHER POST-EMPLOYMENT BENEFIT PLAN
TRUST .
The Participating Employers with post-employment benefit plan or plans other than
pension plans establish with the Master Trustees, and the Master Trustees hereby accept, an
Other Post-Employment Benefit Plan Trust for the exclusive benefit of such Participating
25
MADI 625405. 4
Section 405 . INVESTMENT IN INSURANCE CONTRACTS .
The Master Trustees may offer one ( 1 ) or more investment options pursuant to one ( 1 ) or
more agreements with insurance companies qualified to do business in the State of Florida . Any
asset invested pursuant to such an agreement shall be held by the insurance company . Each
insurance company so selected shall certify the value of the trust ' s interest in the property held
by it at least annually . The Master Trustees shall be entitled to rely conclusively on such
valuation for all purposes under the Deferred Compensation Plan Trust .
Section 406 . INVESTMENT IN MUTUAL FUNDS ,
The Master Trustees may offer one ( 1 ) or more investment options pursuant to one ( 1 ) or
more agreements with companies offering mutual fund products . Any asset invested pursuant to
such an agreement shall be held by the Master Trustees . Each mutual fund so selected shall
certify the value of Deferred Compensation Plan Trust' s interest in that fund at least annually .
The Master Trustees shall be entitled to rely conclusively on such valuation for all purposes
under Deferred Compensation Plan Trust .
Section 407. MISCELLANEOUS .
A . Conflict. In resolving any conflict among provisions of Deferred Compensation
Plan Trust and in resolving any other uncertainty as to the meaning or intention of any provision
of Deferred Compensation Plan Trust, the interpretation that (i) causes the participating deferred
compensation plans and Deferred Compensation Plan Trust to satisfy the applicable
requirements of IRC Section 457(b) and the Deferred Compensation Plan Trust to be exempt
from tax under IRC Sections 115 and 501 (a), and ( ii) causes the participating deferred
compensation plans and Deferred Compensation Plan Trust to comply with all applicable
requirements of law shall prevail over any different interpretation .
B . No Guarantees . Neither the Administrator nor the Master Trustees guarantee the
Deferred Compensation Plan Trust from loss or depreciation or the payment of any amount
which may become due to any person under the participating deferred compensation plans or this
Agreement .
PART 5 — OTHER POST-EMPLOYMENT BENEFIT PLAN TRUST
Section 500 . APPLICATION .
The provisions of Part 5 apply to the Other Post-Employment Benefit Plan Trust and the
participating post-employment benefit plans of Participating Employers other than pension plans .
Section 501 . ESTABLISHMENT OF OTHER POST-EMPLOYMENT BENEFIT PLAN
TRUST .
The Participating Employers with post-employment benefit plan or plans other than
pension plans establish with the Master Trustees, and the Master Trustees hereby accept, an
Other Post-Employment Benefit Plan Trust for the exclusive benefit of such Participating
25
MADI 625405. 4
Employers ' Participating Employees and their Beneficiaries consisting of such cash or other
property acceptable to the Master Trustees as shall be transferred to the Master Trustees from
time to time by the trustee of any Participating Employer ' s other post-employment benefit plan
or plans , as provided in Section 502 hereof, for investment in the Master Trust Fund, together
with the earnings, income, additions and appreciation thereon and thereto .
Section 502 . ADMINISTRATION OF OTHER POST-EMPLOYMENT BENEFIT PLAN
TRUST.
A . General . The Master Trustees shall receive and accept for the purposes hereof all
property paid to them by or at the direction of the Participating Employers and Participating
Employees and shall hold, invest, reinvest, manage, administer and distribute property and the
increments , proceeds, earnings and income thereof for the exclusive benefit of the Participating
Employees and their Beneficiaries under the participating other post-employment benefit plans .
All such assets shall be held by the Master Trustees in the Other Post-Employment Benefit Plan
Trust. The Master Trustees have authority :
1 . to invest, manage and distribute the assets of the Other Post-Employment
Benefit Plan Trust ;
2 . to establish and accumulate as part of the Master Trust Fund an adequate
reserve to carry out the purposes of the Other Post-Employment Benefit Plan Trust;
3 , to pay any federal , state or local taxes or fees, which may be properly
imposed on or levied against the Other Post-Employment Benefit Plan Trust or benefits
paid therefrom ; and
4 , if deemed appropriate and advisable, to pay premiums on separately
administered life or other insurance coverage on the lives of Participating Employees of
Participating Employers with participating other post-employment benefit plans .
B . Exclusive Benefit Rule . Except as otherwise provided by any applicable
provision of any statute, regulation, ordinance, resolution or other post-employment benefit plan,
no portion of the vested principal or the income of the Other Post-Employment Benefit Plan
Trust shall revert to any Participating Employer, or ever be used for or diverted to any purpose
other than for ( i) the exclusive benefit of Participating Employees in the participating post-
employment benefit plans and persons claiming under or through them pursuant to such pians
and ( ii) the payment of reasonable expenses of such plans and the Other Post-Employment
Benefit Plan Trust, The Master Trustees shall administer the Other Post-Employment Benefit
Plan Trust in compliance with IRC Section 503 ( b) .
C . Contributions . The Administrator shall have the responsibility for accepting
contributions by Participating Employers . Neither the Master Trustees nor the Administrator
shall be under any duty to determine whether the amount of any contribution is in accordance
with the Participating Employer' s other post-employment benefit plan or plans or to collect or
enforce payment of any contribution . All contributions under the participating other post-
employment benefit plans shall be transferred to the Other Post-Employment Benefit Plan Trust
26
MADI 625405.4
Employers ' Participating Employees and their Beneficiaries consisting of such cash or other
property acceptable to the Master Trustees as shall be transferred to the Master Trustees from
time to time by the trustee of any Participating Employer ' s other post-employment benefit plan
or plans , as provided in Section 502 hereof, for investment in the Master Trust Fund, together
with the earnings, income, additions and appreciation thereon and thereto .
Section 502 . ADMINISTRATION OF OTHER POST-EMPLOYMENT BENEFIT PLAN
TRUST.
A . General . The Master Trustees shall receive and accept for the purposes hereof all
property paid to them by or at the direction of the Participating Employers and Participating
Employees and shall hold, invest, reinvest, manage, administer and distribute property and the
increments , proceeds, earnings and income thereof for the exclusive benefit of the Participating
Employees and their Beneficiaries under the participating other post-employment benefit plans .
All such assets shall be held by the Master Trustees in the Other Post-Employment Benefit Plan
Trust. The Master Trustees have authority :
1 . to invest, manage and distribute the assets of the Other Post-Employment
Benefit Plan Trust ;
2 . to establish and accumulate as part of the Master Trust Fund an adequate
reserve to carry out the purposes of the Other Post-Employment Benefit Plan Trust;
3 , to pay any federal , state or local taxes or fees, which may be properly
imposed on or levied against the Other Post-Employment Benefit Plan Trust or benefits
paid therefrom ; and
4 , if deemed appropriate and advisable, to pay premiums on separately
administered life or other insurance coverage on the lives of Participating Employees of
Participating Employers with participating other post-employment benefit plans .
B . Exclusive Benefit Rule . Except as otherwise provided by any applicable
provision of any statute, regulation, ordinance, resolution or other post-employment benefit plan,
no portion of the vested principal or the income of the Other Post-Employment Benefit Plan
Trust shall revert to any Participating Employer, or ever be used for or diverted to any purpose
other than for ( i) the exclusive benefit of Participating Employees in the participating post-
employment benefit plans and persons claiming under or through them pursuant to such pians
and ( ii) the payment of reasonable expenses of such plans and the Other Post-Employment
Benefit Plan Trust, The Master Trustees shall administer the Other Post-Employment Benefit
Plan Trust in compliance with IRC Section 503 ( b) .
C . Contributions . The Administrator shall have the responsibility for accepting
contributions by Participating Employers . Neither the Master Trustees nor the Administrator
shall be under any duty to determine whether the amount of any contribution is in accordance
with the Participating Employer' s other post-employment benefit plan or plans or to collect or
enforce payment of any contribution . All contributions under the participating other post-
employment benefit plans shall be transferred to the Other Post-Employment Benefit Plan Trust
26
MADI 625405.4
to be held, managed , invested and distributed as part of the Other Post-Employment Benefit Plan
Trust by the Master Trustees in accordance with the provisions of the Plans and applicable law .
All benefits under the Plans shall be distributed solely from the Other Post-Employment Benefit
Plan Trust and Participating Employers shall have no financial liability therefor other than the
obligation to make contributions to the Other Post-Employment Benefit Plan Trust as provided
in the Plans .
D . Other Post-Employment Benefit Plans. All references in this Part 5 to other post-
employment benefit plans shall mean the participating other post-employment benefit plans of
the Participating Employers in the Other Post-Employment Benefit Plan Trust . The participating
other post-employment benefit plans, as amended from time to time, shall be incorporated herein
by reference, and the terms herein shall have the meanings attributed to them in such plans .
E . Property . The word "property" used for the Other Post-Employment Benefit Plan
Trust shall be deemed to refer to any property , real or personal, or part interest therein , wherever
situated, including , but without being limited to, preferred and common stocks, shares of
investment companies, bonds, notes, debentures and mortgages, equipment trust certificates,
investment trust certificates, interest in partnerships whether limited or general, or in any
insurance contract, policy, annuity or other investment media offered by an insurance company .
F . Applicable Laws and Regulations . The Master Trustees shall be authorized to
take the steps they deem necessary or appropriate to comply with any laws or regulations
applicable to any participating other post-employment benefit plan of a Participating Employer.
Section 503 . PARTICIPATING EMPLOYERS WITH AN OTHER POST-EMPLOYMENT
BENEFIT PLAN OR PLANS .
A . Approval . Before the approval of the participation of any Employer that has an
other post-employment benefit plan not established as a Plan by the Master Trustees, such plan
must be approved for actuarial soundness by an actuary selected by the Master Trustees or
Administrator, if required, unless such requirement is waived by the Master Trustees .
Be Accumulated Share . No Participating Employer shall have any right, title or
interest in or to any specific assets of the Master Trust Fund, but shall have an undivided
beneficial interest in the Master Trust Fund ; however, there shall be a specific accounting of
assets allocable to each Participating Employer and each participating Plan .
Section 504 . DEPOSITS AND DISBURSEMENTS FROM THE TRUST .
A . Trust Deposits . The Master Trustees hereby delegate to the Administrator the
responsibility for accepting deposits to the Other Post-Employment Benefit Plan Trust.
Be Trust Payments . The Master Trustees hereby delegate to the Administrator the
responsibility for making payments from the Other Post-Employment Benefit Plan Trust. The
Administrator shall make payments from the Other Post-Employment Benefit Plan Trust to
Participating Employees, their Beneficiaries and such other persons as the appropriate
participating other post-employment benefit plans may provide . Such payments shall be made in
27
MADI_625405. 4
to be held, managed , invested and distributed as part of the Other Post-Employment Benefit Plan
Trust by the Master Trustees in accordance with the provisions of the Plans and applicable law .
All benefits under the Plans shall be distributed solely from the Other Post-Employment Benefit
Plan Trust and Participating Employers shall have no financial liability therefor other than the
obligation to make contributions to the Other Post-Employment Benefit Plan Trust as provided
in the Plans .
D . Other Post-Employment Benefit Plans. All references in this Part 5 to other post-
employment benefit plans shall mean the participating other post-employment benefit plans of
the Participating Employers in the Other Post-Employment Benefit Plan Trust . The participating
other post-employment benefit plans, as amended from time to time, shall be incorporated herein
by reference, and the terms herein shall have the meanings attributed to them in such plans .
E . Property . The word "property" used for the Other Post-Employment Benefit Plan
Trust shall be deemed to refer to any property , real or personal, or part interest therein , wherever
situated, including , but without being limited to, preferred and common stocks, shares of
investment companies, bonds, notes, debentures and mortgages, equipment trust certificates,
investment trust certificates, interest in partnerships whether limited or general, or in any
insurance contract, policy, annuity or other investment media offered by an insurance company .
F . Applicable Laws and Regulations . The Master Trustees shall be authorized to
take the steps they deem necessary or appropriate to comply with any laws or regulations
applicable to any participating other post-employment benefit plan of a Participating Employer.
Section 503 . PARTICIPATING EMPLOYERS WITH AN OTHER POST-EMPLOYMENT
BENEFIT PLAN OR PLANS .
A . Approval . Before the approval of the participation of any Employer that has an
other post-employment benefit plan not established as a Plan by the Master Trustees, such plan
must be approved for actuarial soundness by an actuary selected by the Master Trustees or
Administrator, if required, unless such requirement is waived by the Master Trustees .
Be Accumulated Share . No Participating Employer shall have any right, title or
interest in or to any specific assets of the Master Trust Fund, but shall have an undivided
beneficial interest in the Master Trust Fund ; however, there shall be a specific accounting of
assets allocable to each Participating Employer and each participating Plan .
Section 504 . DEPOSITS AND DISBURSEMENTS FROM THE TRUST .
A . Trust Deposits . The Master Trustees hereby delegate to the Administrator the
responsibility for accepting deposits to the Other Post-Employment Benefit Plan Trust.
Be Trust Payments . The Master Trustees hereby delegate to the Administrator the
responsibility for making payments from the Other Post-Employment Benefit Plan Trust. The
Administrator shall make payments from the Other Post-Employment Benefit Plan Trust to
Participating Employees, their Beneficiaries and such other persons as the appropriate
participating other post-employment benefit plans may provide . Such payments shall be made in
27
MADI_625405. 4
such manner, in such amounts and for such purposes, including the payment of Benefits under
participating other post-employment benefit plans and the payment of expenses of administration
of the participating other post-employment benefit plans, as may be specified in the participating
other post-employment benefit plans . Payments from the Other Post-Employment Benefit Plan
Trust shall be made by check (or the check of an agent) or deposit to the order of the payee .
Payments or other distributions hereunder may be mailed to the payee at the address last
furnished to the Administrator. The Master Trustees shall not incur any liability or other damage
on account of any payment or other distribution made by the Other Post-Employment Benefit
Plan Trust in accordance with this Section .
C . Allocation of Expenses . The Master Trustees shall pay all expenses of the Other
Post-Employment Benefit Plan Trust from the assets in the Other Post-Employment Benefit Plan
Trust. All expenses of the Other Post-Employment Benefit Plan Trust, which are allocable to a
particular investment option or account, may be allocated and charged to such investment option
or account as determined by the Master Trustees . All expenses of the Other Post- Employment
Benefit Plan Trust which are not allocable to a particular investment option or account shall be
charged to each such investment option or account in the manner established by the Master
Trustees .
Section 505 . INVESTMENT OPTIONS .
The Master Trustees, in accordance with applicable provisions of the participating other
post-employment benefit plans, may establish one ( 1 ) or more investment options within the
Other Post-Employment Benefit Plan Trust, each option being hereinafter referred to as an
" investment option . " The Master Trustees shall transfer to each such investment option such
portion of the assets of the Other Post-Employment Benefit Plan Trust as appropriate . The
Master Trustees shall manage , acquire or dispose of the assets in an investment option in
accordance with valid specific investment directions given by the Participating Employers or
Participating Employees . All income received with respect to, and all proceeds received from ,
the disposition of property held in an investment option shall be credited to, and reinvested in,
such investment option . The Master Trustees shall establish at least one ( 1 ) default investment
option in the absence of valid Participating Employer or Participating Employee investment
direction .
From time to time, the Master Trustees may eliminate an investment option , and the
proceeds thereof shall be reinvested in another investment option in accordance with the
directions of the Master Trustees.
Section 506 . INVESTMENT IN INSURANCE CONTRACTS .
The Master Trustees may offer one ( 1 ) or more investment options pursuant to one ( 1 ) or
more agreements with insurance companies qualified to do business in the State of Florida . Any
asset invested pursuant to such an agreement shall be held by the insurance company . Each
insurance company so selected shall certify the value of the Other Post-Employment Benefit
Plan Trust ' s interest in the property held by it at least annually . The Master Trustees shall be
entitled to rely conclusively on such valuation for all purposes under the Other Post-Employment
Benefit Plan Trust .
28
MADI 625405. 4
such manner, in such amounts and for such purposes, including the payment of Benefits under
participating other post-employment benefit plans and the payment of expenses of administration
of the participating other post-employment benefit plans, as may be specified in the participating
other post-employment benefit plans . Payments from the Other Post-Employment Benefit Plan
Trust shall be made by check (or the check of an agent) or deposit to the order of the payee .
Payments or other distributions hereunder may be mailed to the payee at the address last
furnished to the Administrator. The Master Trustees shall not incur any liability or other damage
on account of any payment or other distribution made by the Other Post-Employment Benefit
Plan Trust in accordance with this Section .
C . Allocation of Expenses . The Master Trustees shall pay all expenses of the Other
Post-Employment Benefit Plan Trust from the assets in the Other Post-Employment Benefit Plan
Trust. All expenses of the Other Post-Employment Benefit Plan Trust, which are allocable to a
particular investment option or account, may be allocated and charged to such investment option
or account as determined by the Master Trustees . All expenses of the Other Post- Employment
Benefit Plan Trust which are not allocable to a particular investment option or account shall be
charged to each such investment option or account in the manner established by the Master
Trustees .
Section 505 . INVESTMENT OPTIONS .
The Master Trustees, in accordance with applicable provisions of the participating other
post-employment benefit plans, may establish one ( 1 ) or more investment options within the
Other Post-Employment Benefit Plan Trust, each option being hereinafter referred to as an
" investment option . " The Master Trustees shall transfer to each such investment option such
portion of the assets of the Other Post-Employment Benefit Plan Trust as appropriate . The
Master Trustees shall manage , acquire or dispose of the assets in an investment option in
accordance with valid specific investment directions given by the Participating Employers or
Participating Employees . All income received with respect to, and all proceeds received from ,
the disposition of property held in an investment option shall be credited to, and reinvested in,
such investment option . The Master Trustees shall establish at least one ( 1 ) default investment
option in the absence of valid Participating Employer or Participating Employee investment
direction .
From time to time, the Master Trustees may eliminate an investment option , and the
proceeds thereof shall be reinvested in another investment option in accordance with the
directions of the Master Trustees.
Section 506 . INVESTMENT IN INSURANCE CONTRACTS .
The Master Trustees may offer one ( 1 ) or more investment options pursuant to one ( 1 ) or
more agreements with insurance companies qualified to do business in the State of Florida . Any
asset invested pursuant to such an agreement shall be held by the insurance company . Each
insurance company so selected shall certify the value of the Other Post-Employment Benefit
Plan Trust ' s interest in the property held by it at least annually . The Master Trustees shall be
entitled to rely conclusively on such valuation for all purposes under the Other Post-Employment
Benefit Plan Trust .
28
MADI 625405. 4
Section 507 . INVESTMENT IN MUTUAL FUNDS .
The Master Trustees may offer one ( 1 ) or more investment options pursuant to one ( 1 ) or
more agreements with companies offering mutual fund products . Any asset invested pursuant to
such an agreement shall be held by the Master Trustees . Each mutual fund so selected shall
certify the value of the Other Post-Employment Benefit Plan Trust ' s interest in that fund at least
annually . The Master Trustees shall be entitled to rely conclusively on such valuation for all
purposes under the Other Post-Employment Benefit Plan Trust .
Section 507 . MISCELLANEOUS .
A . Conflict. In resolving any conflict among provisions of the Other Post-
Employment Benefit Plan Trust and in resolving any other uncertainty as to the meaning or
intention of any provision of the Other Post-Employment Benefit Plan Trust, the interpretation
that ( i) causes the Other Post-Employment Benefit Plan Trust to be exempt from tax under IRC
Sections 115 and 501 (a) , and (ii) causes the participating other post-employment benefit plan and
the Other Post-Employment Benefit Plan Trust to comply with all applicable requirements of law
shall prevail over any different interpretation .
B . No Guarantees . Neither the Administrator nor the Master Trustees guarantee the
Other Post-Employment Benefit Plan Trust from loss or depreciation or the payment of any
amount which may become due to any person under any participating other post-employment
benefit plan or this Agreement.
[SIGNATURE PAGE FOLLOWS]
29
MADI 625405.4
Section 507 . INVESTMENT IN MUTUAL FUNDS .
The Master Trustees may offer one ( 1 ) or more investment options pursuant to one ( 1 ) or
more agreements with companies offering mutual fund products . Any asset invested pursuant to
such an agreement shall be held by the Master Trustees . Each mutual fund so selected shall
certify the value of the Other Post-Employment Benefit Plan Trust ' s interest in that fund at least
annually . The Master Trustees shall be entitled to rely conclusively on such valuation for all
purposes under the Other Post-Employment Benefit Plan Trust .
Section 507 . MISCELLANEOUS .
A . Conflict. In resolving any conflict among provisions of the Other Post-
Employment Benefit Plan Trust and in resolving any other uncertainty as to the meaning or
intention of any provision of the Other Post-Employment Benefit Plan Trust, the interpretation
that ( i) causes the Other Post-Employment Benefit Plan Trust to be exempt from tax under IRC
Sections 115 and 501 (a) , and (ii) causes the participating other post-employment benefit plan and
the Other Post-Employment Benefit Plan Trust to comply with all applicable requirements of law
shall prevail over any different interpretation .
B . No Guarantees . Neither the Administrator nor the Master Trustees guarantee the
Other Post-Employment Benefit Plan Trust from loss or depreciation or the payment of any
amount which may become due to any person under any participating other post-employment
benefit plan or this Agreement.
[SIGNATURE PAGE FOLLOWS]
29
MADI 625405.4
IN WITNESS WHEREOF, the Master Trustees have caused this Master Trust Agreement
to be amended and restated as of the I " day of June, 2006 .
Passed and adopted by the Master Trustees of the FloridaM i
ipaI Pension Trust Fund
this 1 S` day of June, 2006 .
Chair of the Master Vustees
Accepted by the Administrator
t
*By , )
C .
30
MADI_625405. 4
IN WITNESS WHEREOF, the Master Trustees have caused this Master Trust Agreement
to be amended and restated as of the I " day of June, 2006 .
Passed and adopted by the Master Trustees of the FloridaM i
ipaI Pension Trust Fund
this 1 S` day of June, 2006 .
Chair of the Master Vustees
Accepted by the Administrator
t
*By , )
C .
30
MADI_625405. 4
FLORIDA MUNICIPAL PENSION TRUST FUND
MASTER TRUST AGREEMENT
As Amended and Restated June 1, 2006
THIS AGREEMENT made effective as of June 1 , 2006, amends and restates the
Agreement dated as of December 16 , 1983 , and previously amended as of November 29 , 2001
("Agreement") , by and between all of the parties who are now or may hereafter become
Participating Employers in the Florida Municipal Pension Trust Fund and the individuals named
as Master Trustees pursuant to Section 109 hereof and their successors (such individuals
collectively referred to as the "Master Trustees") .
WITNESSETH :
WHEREAS , the Florida Constitution, Article VIII, Section 2(b) , provides, in part, that
municipalities shall have governmental , corporate and proprietary powers to enable them to
conduct municipal government, perform municipal functions and render municipal services, and
may exercise any power for municipal purposes except as otherwise provided by law, and
WHEREAS , Section 166 . 021 , Florida Statutes, provides, in part, that municipalities shall
have the governmental , corporate and proprietary powers to enable them to conduct municipal
government, perform municipal functions, and render municipal services, and may exercise any
power for municipal purposes, except when expressly prohibited by law, and further defines a
municipal purpose to mean any activity or power which may be exercised by the State or its
political subdivisions, and
WHEREAS , in Greene v . Gray , 87 So . 2d 504 (Fla . 1956) , the Florida Supreme Court
held public pension plans serve a public purpose , and
WHEREAS , Section 163 . 01 , Florida Statutes, provides that a public agency of the State
may exercise jointly with any other public agency of the State any power, privilege or authority
which such agencies share in common , for the purpose of permitting local governmental units to
make the most efficient use of their powers by enabling them to cooperate with other localities
on a basis of mutual advantage, and
WHEREAS , the initial Master Trustees established the Master Trust Fund for the purpose
of receiving, holding, investing, reinvesting, managing, administering and distributing the assets
of employee benefit plans maintained by Participating Employers for the exclusive benefit of
eligible employees and their beneficiaries, including , without limitation , contributions by
Participating Employers to such plans, and
WHEREAS , the Participating Employers with a defined benefit pension plan or plans
will execute a covenant or agreement whereby each Participating Employer will covenant and
agree that they will deposit their required plan contributions in the Master Trust Fund , based
upon appropriate actuarial analysis of benefits or applicable agreement, and out of which lawful
and proper claims are to be paid , that there will be no disbursements out of the Master Trust
Fund by way of dividends or distribution of accumulated reserves to the respective Participating
MADI 625405.4