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HomeMy WebLinkAboutResolution_37-95/96_09/12/1996 RESOLUTION NO. 37 — 95 . 196 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, APPROVING THE EMPLOYEES' PENSION TRUST FUND OF THE VILLAGE OF TEQUESTA TRUST JOINDER AGREEMENT AND AUTHORIZING THE MAYOR TO EXECUTE THE SAME ON BEHALF OF THE VILLAGE. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, AS FOLLOWS: Section 1. The Village Council of the Village of Tequesta hereby expressly authorizes participation by the Employees' Pension Trust Fund in the Florida Municipal Pension Trust Fund and directs that staff do all things necessary to effect such participation in the Florida Municipal Pension Trust Fund. Section 2. The Employees' Pension Trust Fund of the Village of Tequesta Trust Joinder Agreement, attached hereto as Exhibit "A" and incorporated by reference as a part of this Resolution, is hereby approved and the Mayor of the Village of Tequesta is authorized to execute the same on behalf of the Village of Tequesta. THE FOREGOING RESOLUTION WAS OFFERED by Councilmember • Schauer , A maved its acbpticn. the mDticn vs seconded by Councilmember 1 1ansen , and upon being put to a vote, the vote was as follows: FOR ADOPTION AGAINST ADOPTION Joseph N. Ca,)retta Carl C. Hansen Ron T. Mackai 1 Michael R. P�leder Elizabeth A. Schauer The Mayor thereupon declared the Resolution duly passed and adopted this 12th day of September, A.D., 1996. MAY OF TEQUESTA MZA 0 Ron Mackail ATTEST: Joann mangani6lilo Village Clerk wp60 \res \37 -96 i EMPLOYEES PENSION TRUST FUND OF THE VILLAGE OF TEQUESTA TRUST JOINDER AGREEMENT THIS AGREEMENT, between the Village of Tequesta (herein called the "Employer ") and the Board of Trustees of the Florida Municipal Pension Trust Fund, (herein called the "Trustee "): W I T N E S S E T H: WHEREAS, the Employer desires to provide Retirement Benefits for the sole and exclusive benefit of its Employees and Beneficiaries, and for such purposes has adopted an Ordinance No. 518 on the 30th day of July, 1996 providing for the terms and conditions of such Benefits, and WHEREAS, the Employer has petitioned for and been accepted by the Trustees as a participating employer in the Fund, NOW THEREFORE, in consideration of the Mutual covenants and agreements flowing to each of the parties hereto, it is agreed as follows: • 1. The Employer shall make contributions based upon its plan benefit formula and the terms of its trust into a depository designated by the Trustees. 2. The Employer shall timely remit administrative fees as may be from time to time mutually agreed upon by the parties in writing into a depository designated by the Trustees. 3. The Employer agrees to provide all initial and update of all relevant employee information including but not limited to birthdates, years of service, covered compensation and appropriate addresses to the Professional Administrator designated by the Trustees. The Employer shall certify said information to be correct to the best of their knowledge and the Trustees shall have the right to rely on the accuracy of said information in performing its contractual responsibilities. 4. The Employer has a responsibility to provide to the Professional Administrator designated by the Trustees, in a timely manner, all information concerning employee termination including but not limited to date and • reason for termination (e.g. death, disability, retirement, resignation or dismissal). If the reason for termination is disability and the employee is • claiming disability benefits, it shall be the sole responsibility of the Employer to ascertain eligibility through the procedures enumerated in their pension plan. The Employer shall certify that the information required to be provided in this Section is true and correct and the Trustees shall have the right to rely on the accuracy of said information in performing its contractual responsibilities. 5. Both parties to this Agreement agree to abide by the term, duties, rights and obligations of all parties which are set forth in the Master Trust Agreement of the Florida Municipal Pension Trust Fund, referenced herein and a copy attached hereto. 6. Either party may terminate this Agreement by giving 120 days notice in writing to the other party. Upon termination, the funds held by the Trust for the Employer shall be returned to the Employer based upon the accumulated share of the Employer as determined by the last valuation date prior to termination. IN WITNESS WHEREOF, the Employer has caused its Seal and the si natures of its authorized officers to affixed this /3 Z day of 19. • VILLAGE OF TEQUESTA BY: Z (�` Signature (Ti tle') ATTEST: ( SEAL) FLORIDA MUNICIPAL PENSION TRUST FUND (Trustees) BY: (Secretary- Treasurer is t EXHBIT "R" • EMPLOYEES PENSION TRUST FUND OF THE Village ofTequesta VILLAGE OF TEQUESTA S E P 2 3 1996 TRUST JOINDER AGREEMENT Village Manager's Office THIS AGREEMENT, between the Village of Tequesta (herein called the "Employer ") and the Board of Trustees of the Florida Municipal Pension Trust Fund, (herein called the "Trustee "): W I T N E S S E T H: WHEREAS, the Employer desires to provide Retirement Benefits for the sole and exclusive benefit of its Employees and Beneficiaries, and for such purposes has adopted an Ordinance No. 518 on the 30th day of July, 1996 providing for the terms and conditions of such Benefits, and WHEREAS, the Employer has petitioned for and been accepted by the Trustees as a participating employer in the Fund, NOW THEREFORE, in consideration of the Mutual covenants and agreements flowing to each of the parties hereto, it is agreed as follows: • 1. The Employer shall make contributions based upon its plan benefit formula and the terms of its trust into a depository designated by the Trustees. 2. The Employer shall timely remit administrative fees as may be from time to time mutually agreed upon by the parties in writing into a depository designated by the Trustees. 3. The Employer agrees to provide all initial and update of all relevant employee information including but not limited to birthdates, years of service, covered compensation and appropriate addresses to the Professional Administrator designated by the Trustees. The Employer shall certify said information to be correct to the best of their knowledge and the Trustees shall have the right to rely on the accuracy of said information in performing its contractual responsibilities. 4. The Employer has a responsibility to provide to the Professional Administrator designated by the Trustees, in a timely manner, all information concerning employee termination including but not limited to date and • reason for termination (e.g. death, disability, retirement, resignation or dismissal). If the reason for termination is disability and the employee is • claiming disability benefits, it shall be the sole responsibility of the Employer to ascertain eligibility through the procedures enumerated in their pension plan. The Employer shall certify that the information required to be provided in this Section is true and correct and the Trustees shall have the right to rely on the accuracy of said information in performing its contractual responsibilities. 5. Both parties to this Agreement agree to abide by the term, duties, rights and obligations of all parties which are set forth in the Master Trust Agreement of the Florida Municipal Pension Trust Fund, referenced herein and a copy attached hereto. 6. Either party may terminate this Agreement by giving 120 days notice in writing to the other party. Upon termination, the funds held by the Trust for the Employer shall be returned to the Employer based upon the accumulated share of the Employer as determined by the last valuation date prior to termination. IN WITNESS WHEREOF, the Employer has caused its Seal and the signatures of its authorized officers to affixed this /3,cc day of 19 9./. • VILLAGE OF TEQUESTA BY: Z �`)YJ Signature Moe (Title) ATTEST: ( SEAL) FLORIDA MUNICIPAL PENSION TRUST FUND (Trustees BY: ( e et r -Treas er • Val VVi aV ar. vv PL1A a+vi vv� va ✓r . w . "_ ��' � • FLORIDA LEAGUE OF CITIES, INC. 201 West Park Avenue Tallahassee, Florida 32302 Telephone (904) 222 -9684 Fax (904)488-0132 Suncom 278 -5331 Date: 9/6/96 Time: 12:04 PM # of pages inc. cover 28 TO: Fax Number: 407 -575 -6203 Company/ Dept.: Village of Tequesta Attention: Kim FROM: Fax Number: (904) 488-0132 Sender: Jeannie Hagan Phone Number: (904) 488 -3939 MESSAGE: Master Trust Aereement. �.o�mw * �a►�e or errrP.� • • EXHIBIT A CONTENTS Florida Municipal Pension Trust Fund Master Trust Agreement a. Adapted December 16, 1983 by the Florida Municipal P ensio n Trust Fund Board of Trustees. b. Amended Article X, Section 5, November 19, L984, changed year fiam calendar year to fiscal year. r C. Amended Article X, Section B, Subsection 2, November 19, 1984 - Extended the term by one year for the initial interim Board of Trustees. d Amended Article XI, Section A, March 1, 1985 - To include concurrence of the Board of Directors of the Florida League of Cities, Inc,, to amend the Agreement which directly affects the scope of powers of the Trustees term of office or the selection of Trustees. • e. Amended Amide XI, Section A, February 20, 1987 - To amend investment policy Amended Article XI, Section A, December 16, 1988 - To change Trustee terms of office from two to three years,. (Concurrence of the Florida League of Cities' Board of Directors an December 16, 1988.) £ Amended Article XI, Section A-- March 9, 1990 - limiting equity investments in single corporations and limiting asset - backed securities. WWI WWI .V rrL& YV% RVV V10i l'i -- L1Yp av"� FLORIDA MONICIPAL PENSION TRUST FUND • Master Trust Agreement 74 THIS AGREEMENT made as of the ` " day of ,tdL , 1963, by and between all the parties who are now or may hereafter become members of the Florida Municipal Pension Trust Fund and the individual named as Trustee pursuant to Article X hereof and their successors (such trustees collectively referred to as the 'Master Trustee'). W I T N 3 S S L T 9 WHEREAS, the Florida Constitution, Article VIII, Section 2b provides, in part, that municipalities shall have governmental, corporate and proprietary hers 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 WMREAS, F. S. 166.021 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, F. S. 163.01 provides that a public agency of the State of Florida 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 members of the Fund will execute a covenant or agreement whereby.-each member will covenant and agree to make contributions based upon appropriate actuarial analysis of benefits, into a designated cash reserve and out of which lawful and proper claims are to be paid, and further, that the members will covenant and agree that there will be no disbursements out of this Fund by way of dividends or distribution of accumulated reserves to the respective members. NOW, THEREFORE, the parties hereto mutually agree as follows: • ARTICLE I Definitions • A. Administrator The term `Administrator' Shall mean the Florida League of Cities, Inc. or any successor designated by the Master Trustee to administer the Master Trust Fund. H. Code The term "Code" shall mean the Internal Revenue Code of 1954, or amended from time to time. C. Custodian. The bank selected by the Master Trustee, under separate written document, to hold the assets of the Master Trust Fund. D. Emmloyee The term "Employee" shall mean the employees and officials of each employer under a classification established by each Employer and accepted by the Master Trustee. E. Employer The term "Employer" shall mean each and every municipality established within, or public agency or political subdivision of, the State of Florida and which becomes a party to this Agreement by executing a Participaing Trust Agreement as provided in Article III hereof. F. Fund. The term "Fund" shall mean the Florida Municipal Pension Trust Fund. . G. Master Trustee The term "Master Trustee" shall mean the individuals who serve as Trustee pursuant to Article X hereof and then successors. S. Master Trust Fund The phrase "Master Trust Fund" shall mean the assets of the Master Trust established pursuant to Section A of Article II hereof. I. Participating Trust The phrase "Participating Trust' shall mean the trusts of plans which elect to participate in the, Master Trust as provided in Article III hereof. J. Plans The term "Plans" shall mean the written benefit programs adopted by Employers which establish benefits to be paid from each Employer's funds in the Master Trust Fund. R. Professional Administrator ERISA Compliance Systems, Inc., and any successor professional group employed to provide professional administrative assistance. L. Sub - Trustee Sub- Trustee shall mean the trustee or trustees of a Participating Trust for plans established • pursuant to either Chapter 175 or 185 of the Florida Statutes. 2 ARTICLE II Creation of Trust A. Establishment of Trust The parties hereto establish with the Master Trustee and the Master Trustee hereby accepts a trust consisting of such cash 'or other property acceptable to the Master Trustee as shall be transferred to the Master Trustee from time to time by the trustee of any Participating Trust, as provided in Article III hereof, for investment in a Master Trust Fund, together with the earnings, income, additions and appreciation thereon and thereto. B. Commingling Assets Except to the extent prohibited by Florida Statutes or other applicable laws or regulations, the Master Trustee shall commingle for investment purposes in the Master Trust Fund the assets of all Participating Trusts held by it under this Agreement 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. The Master Trustee shall be under no duty to determine whether the amount of any contribution is in accordance with the Plans or any of them 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 Trusts to the extent so determined by the Master Trustee hereby is expressly • permitted. ARTICLE III Participating Trusts A. Transfer to Participatinv . Trusts . The Master Trustee shall determine which Employers can elect to become Participating Trusts. The Master Trustee may delegate the ministerial authority for membership approval to the Administrator. Before any Participating Employer is approved which has a deferred benefit pension plan not established as a master plan by the Master Trustee, such plan must be approved for actuarial soundness by an actuary selected by the Master Trustee and such plan must comply with F.S. 112, S. Election. Employers make their election to become a Participating Trust by executing a Participating Trust Agreement in such form and intent as provided by the Master Trustee. By executing the Participating Trust Agreement, the Employer agrees to be bound by all the terms and provisions of this Agreement, the Participating Trust Agreement and all rules and regulations adopted by the Trustees under this Agreement. • 3 C. Continuing as Particivatin Trust. A Participating Trust shafl be entitled to continue to be a Participating Trust as determined from time to time by the Master Trustee. • D. Accumulated Share. No Participating Trust shall have any right, tit a or interest in or to any specific assets of the Master Trust Fund, but shall have an undivided beneficial interest (the "Accumulated Share ") in the Master Trust Fund valued as provided in paragraph C of Article rV hereof. The Master Trustee shall not issue any certificate or other documentation representing any Accumulated Share or part thereof. E. Contributions The Professional Administrator shall have the responsibility for determining whether contributions to Participating Trusts are in accordance with the respective plan documents. The Professional Administrator may rely on the information provided to it in making such determination. F. Charter 175 or 185-Plans. The Master Trustee shall be authorized to take the steps it deems necessary or appropriate to comply with Chapters 175 and 185 of Florida Statutes with respect to any Participating Trust established pursuant to those Chapters. ARTICLE IV Manavement of Assets of the Master Trust Fund • A. Authority of Master Trustee Except as set forth in paragraphs H or C of this Section, the Master Trustee shall have exclusive authority and discretion to manage and control the assets of the Master Trust Fund held by it and, pursuant to such authority and discretion, may pursuant to Florida law exercise from time to time and at any time power: 1. To invest and reinvest the Master Trust Fund, without distinction between principal and income, in shares of stock (whether common or preferred), options, covered or uncovered, or other.: evidences of ownership, bonds, debentures,'' notes or other evidences of indebtedness, unsecured or secured by mortgages on real or personal property wherever situated (including any part interest in a bond and mortgage or note and mortgage whether insured or uninsured), contracts of insurance, and any other property, or part interest in property, real or personal, foreign or domestic, whether or not productive of income or consisting of wasting aszetsy 2. To sell, convey, redeem, exchange, grant options for the purchase or exchange of, or otherwise dispose of, any real or personal property held in the Master Trust 4 Fund, at public or private sale, for cash or upon credit, with or without security, without obligation on the part of any person dealing with it to see to the application of the proceeds of or to inquire into the validity, expediency or propriety of any such disposition; 3. To manage, operate, repair and improve, and mortgage or lease for any length of time any real property held in the Ma -ster Trust Fund; to renew or extend any mortgage, upon any terms it may deem expedient; to agree to reduction of the rate of interest or any other modification in the terms of any mortgage or of any guarantee pertaining thereto; to enforce any covenant or condition of any mortgage or guarantee or to waive any default in the performance thereof; to exercise and enforce any right of foreclosure; to bid in property on foreclosure; to take a deed in lieu of foreclosure with or without paying conaideration therefor and in connection therewith to release the obligation on the bond secured by the mortgage; and to exercise and enforce in any action, suit or proceeding at_ law or in equity any rights or remedies in respect of any mortgage or guarantee; 4. To exercise, personally or by general or limited proxy, the right to vote any shares of stock, bonds or other securities held in the Master Trust Fund; to delegate discretionary voting power to trustees of a voting trust for any period of time: and to exercise, personally or by power of attorney, any other right appurtenant to any securities or • other property held in the Master Trust Fund; S. To join in or oppose any reorganization, recapitalization, consolidation, merger or liquidation, or any plan therefor, or any lease, mortgage or sale of the property of any organization the securities of which are held in the Master Trust Fund; to pay from the Master Trust Fund any assessments, charges or compensation specified in any plan of reorganization, recapitalization, consolidation, merger or liquidation= to deposit any property with any committee or depositary; and to retain any property allotted to the Master Trust Fund in any reorganization, recapitalization, consolidation, merger or liquidation; 6. To exercise or sell any conversion or subscription or other rights appurtenant to any stock, security or other property held in the Master Trust Fund; 7. To borrow from any leader (other than any other party in interest with respect to any of the Plans)'money, in any amount and upon any reasonable terms and conditions, for purposes of this Agreement, and to pledge or mortgage any property held in the Master Trust Fund to secure the repayment of any such loan; and • 5 • B. To compromise, settle or arbitrate any claim, debt or obligation of or against the Master Trust Fund; to enforce or abstain from enforcing any right, claim, debt or obligation; and to abandon any property determined by it to be worthless. B. Investment Managers; Segregated Funds 1. The Master Trustee at any time and from time to time may appoint one or more Investment Managers, each to manage (including the power to acquire and dispose of) the assets of a portion of the Master Trust Fund specified by the Master Trustee (hereinafter referred to as that Investment Manager's 'Segregated Fund'). 2. Any Investment Manager appointed by the Master Trustee must be either (i) an.-investment adviser registered as such under the Investment Advisers Act of 1940 (ii) a bank, as defined in that Act, or (iii) an insurance company qualified to perform services. in the management, acquisition or disposition of the assets of the Plans under the laws of more than one state; and any Investment Manager so appointed must acknowledge in t+riting to the Master Trustee that he is a fiduciary with respect to the Plans. 3. Each Investment Manager appointed pursuant to • subparagraph 1 of this paragraph shall have exclusive authority and discretion to manage and control the assets of its Segregated Fund and, pursuant to such authority and discretion, may direct the Master Trustee from time to time and at any time with respect to any of the powers of the Trustee as set forth in paragraph A of this Article. 4. In addition, each Investment Manager from time to time and at any time may delegate to the Master Trustee or the Custodian (or in the event of any vacancy in the office of Investment Manager, the Master Trustee may exercise) discretionary authority with respect to its Segregated Fund to invest and reinvest in debt securities (including obligations of the Government of the United States) payable on demand or having maturities not exceeding one year, or in interests in any trust fund that has been or shall be created and maintained by the Master Trustee as trustee for the collective short -term investment of funds of trusts for employee- benefit plans qualified under Code Section 401(a) the instrument creating such trust fund, together with any amendments, modifications or supplements thereof, being hereby. effective when and as such investments are made, incorporated in and made a part of this Agreement as fully and to all intents and purposes as if set forth herein at length. • 6 5. The Master Trustee shall exercise, in respect of each Segregated Fund, the powers set forth in paragraph A of this Article only when and to the extent directed in • writing by the Investment Manager of that Segregated Fund. Each Investment Manager, from time to time and at any time, may issue orders for the purchase or sale of securities directly to a broker or dealer and the Master Trustee shall act upon such order. Written notification of the issuance of each such order shall be given promptly to the Master Trustee by the Investment Manager that issued it, and the execution of each such order shall be confirmed by the broker to that Investment Manager and to the Master Trustee. Such notification shall be authority to the Master Trustee to receive securities purchased against payment therefor and to deliver securities sold against receipt of the proceeds therefrom, as the case may be. r r 6. The Master Trustee 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 plans that are subject to the management of any Investment Manager. Without limiting the generality of the foregoing, the Master Trustee shall not be liable by reason of its taking or refraining from taking at the direction of any Investment Manager any action pursuant to this paragraph, or pursuant to a notification of an order to purchase or sell securities issued by any Investment Manager, nor shall the Master Trustee be liable by reason of its refraining from taking any action because of -the failure of any Investment • Manager to give such direction or order; the Master Trustee shall be under no duty to question or to hake inquiries as to any direction or order or failure to give direction or order by any Investment Manager; and the Master Trustee shall be under no duty to make any review of ifivestments acquired for any Segregated Fund at the direction or order of any Investment Manager and shall be under no duty at any time to make any recommendation with respect to disposing of or continuing to retain any such investment. C. Investment of Chaoters 175 and 185 Funds. To the extent the Master Trustee determines that deliFation of investment authority to the trustees of Sub - Trusts is required for Plans subject to Chapters 175 or 185 of Florida Statutes pursuant to F.S. Sections 175.071 and 185.06, respectively, then such powers as set forth in Section A of this Article shall be so delegated. D. Reporting. The Master Trustee shall be responsible for and cause to be filed such annual or periodic audits, valuation, reports and disclosures as are required by statute regulations or agreements. The Master Trustee may employ • 7 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. • ARTICLE V Administrative Powers and Duties A. Administrator. The Administrator shall serve as Secretary - Treasurer of the Master Trust and shall have the power and authority to implement policy matters not forth by the Master Trustee as they relate to the on -going operation and supervision of the Master Trust Fund and the provisions of this Agreement and applicable statutes and regulations. B. Master-- Trustee, The Master Trustee shall have and in its sole and absolute discretion may exercise from time to time and at any time, either through its own actions or through a custodian selected by the Master Trustee, 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 Trustee in its discretion deems desirable for advantageous realization thereon; to reserve. from investment and keep unproductive of income, without liability for interest, cash temporarily awaiting investment and such cash as it deems 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 Trust Fund in its own name 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 Trustee of its 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 Trustee shall - 'show at all times that such property is part of the Master Trust Fund and the Master Trustee shall be absolutely liable for any loss occasioned by the acts of its 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 it may deem advisable one or more corporations (and to acquire an interest in any such corporation that it may have organized and incorporated) for the purpose of acquiring and holding title to any property, interests or rights that the Master Trustee is authorized to acquire under Article IV hereof; = • 8 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 man 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; S. To make, execute and deliver, as trustee, any deeds, conveyances, leases, mortgages, contracts, waivers or other instruments in writing that it may deem necessary or desirable in the exercise of its powers under this Agreement; and 6. To do all other acts that it may deem necessary or proper to carry out any of the powers set forth in Articles IV and V hereof or otherwise in the best interests of the Master Trust Fund. ARTICLE VI Taxes, Expenses and Compensation of Master Trustee A. Taxes. The Master Trustee without direction from the Administ tor, 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 existing or future laws, 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. a. Expenses and Compensation Provisions for expenses of the Master Trust Fund and expenses of and compensation for the Master Trustee shall be governed by the Bylaws. ARTICLE VII General Duties and Meetings of Master Trustee A. General Duties 'The Master Trustee and each Investment Manager appointed pursuant to paragraph B of Article IV hereof shall discharge their respective duties under this Agreement solely in the interest of the participants in the several Plans and their beneficiaries and (i) for the exclusive purpose of providing bensf its to such participants and their beneficiaries and defraying reasonable expenses of administering the several Plans; (ii) with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man 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; (iii) by diversifying the investments of the Plans so as to minimize 9 the risk of large losses, unless under the circumstances it is clearly prudent not to do so; and (iv) in accordance witb the provisions of this Agreement insofar an they are consistent with the provisions of ERISA, as the same may be from time to • time amended: but the duties and obligations of the Master Trustee 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. B. Reliance on Counsel. The Master Trustee may employ, retain or c3n i with legal counsel, who may be counsel for the Administrator, the Professional Administrator, the Florida League of Citiesp any of the Plans, and for any Master Trustee in their individual capacity concerning any questions which may arise with reference to the duties and powers or with reference to any other matte.•' pertaining to this Agreement or the Trust created therefromt 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 Trustee hereunder in good faith in accordance with the opinion of such counsel, and the Master Trustee shall not be liable therefore. C. Meetings. Meetings of the Master Trustee shall be governed by the provisions of the Bylaws adopted pursuant to Section E of this Article. D. Execution of Documents. A certificate signed by the • Chairman 6f the Master Trustee, or such other person or persons so designated by the Master Trustee, shall be evidence of the action of the Master Trustee and any such certificate or other instrument so signed may be relied upon as an action of the Trustees. E. Bylaws The Master Trustee may adopt bylaws establishing rules to govern actions of the Master Trustee. If there exists a conflict between the bylaws and this Agreement, the provisions of this Agreement shall govern. ARTICLE VIII Accounts The Master Trustee shall keep or cause to be kept at the expense of the Master Trust Fund accurate and detailed accounts of all its receipts, investments and disbursements under this Agreement, the Master Trustee accounting separately for each Investment Manager's Segregated Fund. • 10 ARTICLE IY Communications • Until notice be given to the contrary, communications to the Master Trustee shall be sent to it at its office at , Jacksonville, Florida 32202, and communications to the Administrator shall be sent to them at ARTICLE I Appointment, Resignation or Removal of Master Trustee A. Trustees. The operation and administration of the Trust Fund s'H�Se the full responsibility of Master Trustee consisting of a number of individual trustees selected from the ranks of elected officials of municipal governments participating in this Fund. B. Appointment of Trustees 1. The first group of - Master Trustees shall be selected by the President of the Florida League of Cities or his designee in order to create an interim Trustee to establish the Fund. This interim Trustee shall serve until successor individual Trustees are selected. The interim Master Trustee shall be composed of five individual Trustees. • The initial terms of the individual Master Trustees shall be as follows: two individual Master Trustees shall be selected for a one -year term and three individual Trustees shall be selected for a two -year term. The terms thereafter shall be for two years. 2. Beginning in January, 1985, the Master Trustee shall solicit nominations from the member governments of the Fund and such nominees shall constitute the basis for individual Master Trustee selection. The individual Master Trustees may be re- elected but no individual Master Trustee shall serve more than three two -year terms and any Individual Trustee who is appointed to replace a Trustee during the course of that individual Trustee's term in office shall be deemed to have served a full term if there is more than one year remaining in the term at the time of appointment. Replacement trustees shall be solicited from nominations provided by member local governments participating in the Fund and vacancies shall be filled by the Master Trustee, by majority vote, from the nominees offered by such members. 3. No individual Master Trustee may be selected or continue to serve as a trustee after becoming an owner, officer or employee of Administrator or Custodian. • 11 4. Each individual Master Trustee and each successor individual Master Trustee shall acknowledge and consent to his appointment as trustee by giving written notice • of acceptance of such selection to the Chairman of the Master Trustee. C. Resignation of a Trustee 1. An individual faster Trustee may resign from all duties or responsibility hereunder by giving not less than sixty days prior written notice in writing sent by registered mail to the Chairman of the Master Trustee of this Fund. Such notice shall state the date said resignation shall take effect and such resignation shall take effect on such date unless a successor trustee shall have been selected at an earlier date by the Master Trustee in which event such resignation shall take effect immediately upon the appointment of the successor trustee. 2. Any individual Master Trustee, upon leaving office, shall forthwith turn over and deliver to the Chairman of the Master Trustee, at the principal office of the Fund, any and all records, books, documents or other property in his possession or under his control which belongs to the Fund. D. Length of A =ointment and Removal of an Individual Master Trustee 1. Each individual Master Trustee, unless due to • the resignation, death, incapacity, or refusal of a trustee to act, shall serve and shall continue to serve subject to the provisions of Section 2 of this Article. 2. An individual Master Trustee shall relinquish his office or may be removed by a majority vote of the Master Trustees ipso facto when he no longer serves in an official capacity in the unit of local government from which he was selected or when the unit of local government is no longer a participating member of the Fund. notice of removal of an individual Master Trustee shall be furnished to the other individual trustees''by the Chairman or Acting Chairman of the Master Trustee by certified mail and shall set forth the effective date of such removal. E. AmMintment of a Successor Trustee. In the event any individual Master Trustee duly appoint to serve on the Master Trustee shall die, resign, become incapacitated, or refuse to act, a successor trustee shall be selected forthwith by the Master Trustee. The notice of appointment of a successor individual Master Trustee shall be in writing from the Chairman of the Master Trustee by certified mail, and shall 'be accompanied by the written acceptance of the successor individual Master Trustee so selected. • 12 g. Trustee's Rights In case of death, resignation, refusal, or inability to act by any one or more of the trustees, the remaining individual Master Trustees shall have the powers, rights, estates, and interest of this Agreement as trustees and shall be charged with 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 individual Master Trustees. G. • Trustee Officers. The Master Trustee Officers shall be elected and shall serve as provided in the Bylaws. ARTICLE XI Amendment or Termination of Master Trust Agreement; Termination of Plana A. Amendment This Agreement and the trust created hereby may be amended in writing at any time by action of the majority of individual Master Trustees= provided, however, this Agreement may not be amended so as to change its purposes as set forth herein or to permit the diversion or application of any of the funds , of the Trust - Fund for any purpose other than as provided herein. The Master Trustee shall provide a copy of any such amendment to each Participating Employer who shall be bound by such amendment. • B. Termination This trust may be terminated at any of time by a concurrence all of the parties hereto. C. Distribution of Assets In case this Agreement and the trust hereby created are terminated in whole or in part, the Master Trustee (subject to the provisions of Article XII hereof and reserving respectively such sums as the Master Trustee shall deem necessary in settling its respective accounts and to discharge any obligation of the Master Trust Fund for which as trustee the Master Trustee shall be liable) shall apply or distribute the Trust Fund (or that part of the Master Trust Fund as to which 'this Agreement is terminated), to the trustee of - each of the affected Participating Trusts having an interest therein at the effective date of the termination, cash or property in an amount equal in value at the effective date of such termination to the current value of the Accumulated Share of that Participating Trust at the date of termination. Open such termination, in whole or in part, of this Agreement and the trust hereby created, the Master Trustee shall have a right to have its accounts settled as provided in Article VIII hereof. When the Master Trust Fund, in whole or in part, shall have been so applied or distributed and the accounts of the Master Trustee shall have been so settled, then, the Master Trustee shall be released and • 13 discharged from all further accountability or liability respecting the Master Trust Fund .(or that part of the Master Trust Fund so applied or distributed, if this Agreement and • the trust hereby created are terminated only in part) and shall not be responsible in any way for the further disposition of the Master Trust Fund (or that part of the Master Trust Fund so applied or distributed, if this Agreement and the trust hereby created are terminated only in part) or any part thereof so applied or distributed. ARTICLE XII Prohibition of Assignment of Interest No interest, right or claim in or to any part of the Master Trust Fund 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 Trustee shall not recognize any attempt to assign, transfer, sell, mortgage, pledge, hypothecate, commute or anticipate the same, except to the extent required by law. ARTICLE XIII Miscellaneous A. Titles The titles to Articles 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 the 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 Trustee and the Participating Employers. 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. E. Jurisdiction. This Agreement shall be interpreted, construed and en orced, and the trust hereby created shall be administered, in accordance with the laws of the United States and of the State of Florida. • 14 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the Florida League of Cities, Inc., and the initial individual Master Trustees in their respective names by their duly authorized officers as of the day and year first above written. GUE of C , INC. By • TTEL MASTS TEES f f • 115i 15 Ate! Cases now the Board of Trustees of the FlOr!AA lAmicival • Trust Fund and wend the Master *rest Agreement of Said *rust purs .c Article Zi. section A. of said Amt: Article Z, section B. subsection 2. of the Master Trust A=eersar, of the Florida Municipal Pension Trust Fund creating the Florida !t=j::pa: Pension Trust Fund as adopted an December 16, 1983, is hereby amended to read as 1011OWS : 2. Beginning in TauUM, IM 1986 the Master trustee shall soli cit nominations free the member Vmrmouts of the Fund and such aom_uees shall constitute the basis for individual !aster Trustvo selection. The Individual !aster nustees coq be W -41saW but no imuridaai Master Trustee shall servo more than tares too -year tarsi and &:W Individual Trustee vho is appointed to replace a Trustee daring the course of that individual Trusteeis term in office shall be decreed to here served a full term if these is sore than me year *^comp ne to the toss at the tise of appoiatm nt. Hepiacesent trustees shall be solicited from nominations provided by somber local sovernsents participating in the Fund and vacancie shall be filled by the Master Trustee, b saJority vote, from the nostaees offered by such sesbess. Passed and adopted by the Board of Tt=tees of the Florida MUD' spa Pension hest Food this day of 1 19P alai scnAz Trustee Chalrmin _ ' 00 � tee + c. ANOMOT Comes now the Board of Trustees of the Florida Municipal mess. Trust fund and amends the !Raster Trust Agreement of said Lund pure • to Article XI, Section A of said faster Trust Agreements Article XI, Section A of the Easter Trust Agreement of the Fli Municipal Pension Trust Fund is hereby amended to read as follows: AMICIZ XI A. Amendment This Agreement and the trust created hereby m: be amended in writing at any time by the concursrncs Of a majority the Board of Trustees. No asondment to this Agreement which direct affects the scope of powers of the trustees terms of office or the r selection of trustees shall become effective without the concurrent of the Board of Directors of the Florida League of Cities, Inc. no change which specifically affects the axereise of powers by the trustees or the fiduciary responsibilities of the trustees to t members shall be required to be approved by the Board of Directors the Florida League of Cities, Inc., ner shall this section be censt to give the Board of Directors of the Florida League of Cities, Inc • the power to axercise any fiduciary responsibility of the Trustees or to interfere with the exercise of those responsibilities by the Trustees. However, this Agreement may not be amended so as to change the purpose as set forth herein or to permit the diversion or apolicatii of any of the funds of the Trust for any purpose other than those specified herein. The Board of Trustees, upon adoption of an amencb to this Agreement; shall send a copy of any such nt to.the participating units of the Fund. Passed and adopted by the Board of Trustees of the Florida Municipal Pension Trust Lund this let_ day-of !larch 1985. chairman e. Secre • AMENMONT • Comes now the Board of Trustees of the Florida Municipal Pension Trust Fund pursuant to Article XI, Section A. of the Master Trust Agreement of said Trust, and does hereby amend Article Iv, Section A. and Article Iv, Section A., subsection 1., of said Agreement to read as follows: A. Authority of Master Trustel Except as set forth in paragraphs B or C of this Section, and except as otherwise provided by law, the Master Trustee shall have exclusive authority and discretion to manage and control the assets of the Master Trust Fund held by it and, pursuant to such authority and discretion, the power from time to time and at any time: 1. To invest and reinvest the Master Trust Fund, and to direct the Investment Manage= and custodians to invest and reinvest said Fund, without distinction between principle and income, and shares of stock (whether common or preferred), options, covered or uncovered, or other evidences of ownership, bonds, debentures, notes or other evidences of indebtedness, unsecured or secured by mortgages -on real or personal property wherever situated (including any part interest in a bond and mortgage or note and mortgage whether insured or uninsured), contracts of insurance, and any other property, or part interest in property, real or personal, foreign or domestic, whether or not productive of income or consisting of wasting assets; as follows: • (A) Without limitation in: (1) Bonds, notes, or other obligations of the United States or those guaranteed by the United States or for which the credit of the United States is pledged for tie payment of principle and interest or dividends thereof. (2) State bonds pledging the full faith and credit of the state and revenue bonds additionally secured by the full faith and credit of the state. (3) Bonds of the several counties or districts involved. (4) Savings accounts in, or certificates of deposit of, any bank, savings bank, or savings and loan association incorporated under the laws of this state or organized under the laws of the United States doing business and situated in this state, the accounts of which are insured by the Federal Government or any agency thereof, in an amount that does not exceed 15 percent of the net worth of the institution, or a lesser amount as determined by the Master Trustee, provided such savings accounts and certificates of deposit are secured in the manner prescribed in Ch. 280, Fla. Stat. _ (5) obligations of the Federal Farm Credit Banks and • obligations of the Federal Home Loan Bank and its district banks. (6) Obligations of the Federal Home Loan Mortgage • Corporation, including participation certificates. (7) Obligations guaranteed by the Government National Mortgage Association. (8) Commercial paper of prime quality of the highest letter and numerical rating as provided for by at least one nationally recognized rating service. (9) Time drafts or bills of exchange drawn on and accepted by a commercial bank or a savings and loan association, otherwise known as bankers acceptances, which are accepted by a member bank of the Federal Reserve System having total deposits of not less than $400 million. (10) Short-term obligations not authorized elsewhere in this section to be purchased individually or in pooled accounts or other collective investment funds, for the purpose of providing liquidity to the fund or its portfolio. (B) With no sore than 25% of the fund in: (1) Bonds, notes, or obligations of any municipality or political subdivision or any agency or authority of this state, or of any state or organized territory in the United States, or of the • District of Columbia, if such obligations are rated by at least two nationally recognized rating services in any one of the three highest classifications approved by the Comptroller of the Currency for the investment of the funds of national banks. However, if only one nationally recognized rating service shall rate such obligations, then such rating service must have rated such obligations in any one of the two highest classifications heretofore mentioned. (2) Notes secured by first mortgages on real property, insured or guaranteed by the Florida Housing Administration or the veterans Administration. (3) Interest- bearinq obligations of the International Bank for Reconstruction and Development, the Inter - American Development Bank, or the African Development Bank. (4) Deferred payment tax certificates offered for sale by a county pursuant to s. 197.262(2)(b), Fla. Stat. - (5) Investments collateralized by first mortgages covering single - family Florida residences, provided such mortgages do not exceed $60,000, do not exceed 80 percent of value, are not delinquent, an& are originated by a lender regulated by the state or Federal Government and the aggregate of the collateral furnished • is at least 150 percent of the aggregate investment under this 2 - subparagraph. The mortgages used for collateral shall be segregated by the lending institution so that such segregation may be confirmed by independent audit. In the event any such mortgage • used as collateral becomes more than 3 months delinquent, the lender shall immediately substitute therefore a mortgage of equal or greater value. (6) Mortgage pass - through certificates, Meaning certificates evidencing ownership of an undivided interest and pools of conventional mortgages on real property which is improved by a building or buildings used for residential purposes for one to four families when such mortgages are transferred or assigned to a corporate trustee acting for the benefit of the holders of such certificates. (7) Obligations of the Federal Natignal Nortgage Association. (8) Group annuity contracts of the pension investment type with insurers licensed to do business in this state, except that amounts invested by the Master. Trustee with any one insurer shall not exceed 3 percent of its assets. (9) Certain interest in real property and related personal property, including mortgages and related instruments on commercial or industrial real property, with provisions for equity or income participation or with provisions for convertibility to equity ownerships and interests in collective investment funds. Associated expenditures for acquisition and operation of assets • purchased under this provision shall be included as a part of the cost of investment. Title of real property acquired under this paragraph shall be vested in the name of the Fund. (10) General obligations backed by the full faith and credit of a foreign government which has 'Mot defaulted on similar obligations for a minimum period of 25 years prior to the purchase of the obligation and has met its payments for similar obligations when due. (C) With no more than 70 ,percent of the Fund in common stock, preferred stock, and interest - bearing obligations of a corporation having an option to convert into common stock, provided: (i) The corporation is organized under the laws of the United States, any state or organized territory of the United States, or the District of Columbia; and (2) The corporation is listed on any one or more of the recognized national stock exchanges in the united States and conforms with the periodic reporting requirements under the Securities Exchange Act of 1934. The Master Trustee shall not invest more than 10 percent of the equity assets of the Fund in the common stock, preferred stock, and 1Tt9rpRt- baarissg ebligatiata� having ail uptian to c:unvert Into • 3 - common stock, of any one issuing corporation; and the Master Trustee shall not invest more than 3 percent of the equity assets of the Fund in such securities of any one issuing corporation • except to the extent a higher percentage of the same issue is included in a nationally recognized market index, based on market values, at least as broad as the Standard and Poor's Composite Index of 500 companies, or except upon a specific finding by the Master Trustee that such higher percentage is in the best interest of the Fund. The Master Trustee may only sell listed options to reduce investment risk, to improve cash flow, or to provide alternative means for the purchase and sale of underlying investment securities. Reversing transactions may be made to close out existinq options positions. - (D) With no more than BO percent of the Fund, in interest - bearing obligations with a fixed maturity,.-of any corporation within the United States, if such obligations 'are rated by at least two nationally recognized rating" services in any one of the three highest classifications approved by the Comptroller of the Currency for the investment of funds of national banks. However, if only one nationally recognized rating service shall rate such obligations, then such rating service must have rated such obligations in any-. one of the. two highest classifications heretofore mentioned. (E) With no more than 5 percent of the Fund in corporate obligations and securities of any kind of a foreign corporation or a foreign commercial entity having its principle office located in • any country other than the United States of America or its possessions or territories, not including U.S. dollar- denominated securities listed and traded on a United States exchange which are Part of the ordinary investment strategy of the Master Trustee. (F) With no more than 5 percent 'of the Fund to be invested as deemed appropriate by the Master Trustee, notwithstanding the investment limitations otherwise expressed herein. Prior to the - Master Trustee engaging in any investment activity not otherwise provided herein, excluding investments in publicly traded securities, options, financial. futures and similar instruments, the Master Trustee, or its designee, shall develop a proposed plan for_ such investment. Said plan shall include, but not be limited to, the expected benefits and potential risks of such activity; methods for monitoring and measuring the performance of the investment; a complete description of the type, nature, extent and purpose of the investment, including a description of the issuer, security in which investment is proposed to be made, voting rights or lack thereof and control to be acquired, restrictions .upon voting, transfer, and other material rights of ownership, and the existence of any contracts, arrangements, understandings, or relationships with any person or entity (naming the same) with respect to the proposed investment; and assurances that sufficient investment expertise is available to the Master Trustee to properly evaluate and manage such activity. • 4 (G) For the purposes of determining the above investment limitations,, the value of bonds shall be the cost thereof, and the value of evidences of ownership and interest- bearing obligations • having an option to convert to ownership shall be the cost thereof. (H) Investments in any securities authorized by this section may be under repurchase agreements or reverse repurchase agreements. (I) - Investments made by the Master Trustee shall be designed to maximize the financial return to the Fund consistent with the risks incumbent in each investment and shall be designed to preserve an appropriate diversification of the portfolio. (J) The Master Trustee is authorized to engage in bona fide hedging activities for the purpose of protecting the asset value of the underlying portfolio,. provided The instruments of such purpose are traded on a securities exchange or board of trade regulated by the securities Exchange Commission or the Commodity Futures Trading Commission. Passed and adopted by the Hoard of Trustees of the Florida Municipal Pension Trust Fund this ZOth day of Feb , 1987. CHfifrmamn Secret • 5 - AMEMDMEIiTr • Comes now the Board of Trustees of the Florida Municipal Pension Trust Fund and amends the Master Trust Agreement of said Trust pursuant to Article ZI, Section A of said Agreement. Article Z, Section B, Subsections 1 and 2 of the Master Trust Agreement 'of the Florida Municipal Pension Trust Fund creating the Florida Municipal Pension Trust Fund, as adopted on December 16, 1983, and as amended from ttutue to time, is hereby amended to read as follows: 1. The first group of individual Master Trustees shall be selected by the President of the Florida League of Cities or his designee in order to create an interim Master Trustee to establish the Fund. This interim group. of _ Master Trustee shall serve until successor individual Trustees are selected. The interim Master Trustee shall be composed of five individual Trustees. The initial terms of the individual Master Trustees shall be as follows: two individual Master Trustees shall be selected for a one -year tee and three individual Trustees shall be selected for a two -year term. The terms thereafter shall be for we three years. 2. Beginning in January, 1986. the Master Trustee shall solicit nominations from the member governments of the Fund and such nominees shall constitute the basis for individual Master Trustee selection. The indi vidual Master Trustees may be re- elected but no individual Master Trustee shall serve more than ahree two consecutive ewe t= year terms. In the event an individual Trustee Is apRointed to fill an unazpired term, the iced " term shall not be included in the two term limitation provided herein. ere -eap ..tea z hftv� 900 a fu" DOME 's were e Replacement Trustees shall be solicited from nominations provided by der local governments participating in the Fund and vacancies shall be filled by the Master trustee, by majority vote, from the nominees offered by such members,. 1 This Amendment shall become effective on the date on which the Board of Directors of the Florida League of Cities concurs with said Amendment pursuant to Article X1, Section A, of the Master Trust Agreement. Passed and adopted by the Board of Trustees of r " Florida Muni pal Pension Trust Fund this 16th day of Decembe 19 ` C swan Seer to CONCURRENCE BY THE BOARD OF DIRECTORS • OF THE FLORIDA LEAGUE OF CITIES, INC., OF THE AMM MENT BY THE BOARD OF TRUSTEES OF THE FLORIDA MUNICIPAL PENSION TRUST FUND TO ITS MASTER TRUST AGREEMENT WHEREAS, the Florida Municipal Pension Trust Fund is operated in accordance and pursuant to its Master Trust Agreement; WHEREAS Article 2I, Section A. of said Agreement provides that the Board of Trustees of said Fund may from time to time amend said Agreement, but further provides that no amendment to said Agreement which directly affects the scope of powers of the Trustees' terms of office or the selection of Trustees may become effective without the concurrence of the Board of Directors of the Florida League of Cities, Inc.; and WHEREAS by Amendment passed and adopted by the Board of Trustees of said Fund on the 16th day of December, 1988, the Board of Trustees of said .und amended said Agreement to reflect that no individual taster Trustee may serve more than two three -year terms rather than three two -year terms; and WHEREAS, said Amendment also amended said Agreement to reflect that an una:pired term will not cant toward the 2 -term limitation; and WHER EAS . it is the iatant- of the Board of Directors of the Florida • League of Cities, Inc., to hereby concur with said Amendment. NON. THEREFORE. the Board of Directors of the Florida League of Cities, Inc., pursuant to Article XI, Section A, of the Master Trust Agreement of the Florida Munici Pension Trust Fund do and do hereby concur with the Amendment passed and adoptad.on the day of , 1988, by the Board of Trustees of the Florida !Municipal Pension Trust Fund to its Master Trust Agreement. PASSED AND ADOPTED by the Board of Directors of the Florida League of Cities, Ice., this-16th day of December, 1988. President Exe tive girector i A1�'.NDplENT • Comes now the Board of Trustees of the Florida Municipal Pension Trust Fund pursuant to Article XI, Section A. of the Master Trust Aqrsement of said Trust, and does hereby amend Article IV, Section A., Subsections 1(e) and (C), of said Aqrsement to read as follows: ARTICLE IV pianaa went of Assets of the faster Trust-Fund A. Authgrj gf Nan-t= Trustee Except as set forth in Paragraphs S or C of this Section, and except as otherwise provided by law, the piaster Trustee shall have exclusive authority and discretion to manage and control the Assets of the Master Trust Fund held by it and, purauant'to such authority and discretion, the pawgr from time to time and at any time: 1. To invest and reinvest the Master Trust Fund, and to direct the InventMent Sanagers and Custodians to invest and reinvest said Fund,• without distinction between. principle and incx:me, and Ja shares of stock ( whather common or preferred) options, covered ar pared, or other evidences of ownership bonds, debentures,- notes or other evidences of indebtedness, unsecured or secured by mortgages on real or personal property wherever situated - (including .any part interest in a bond and • mortgage or note and mortgage whether Insured or uninsured) contracts of 4 nouranca l and any other property, or part interest in property, real or Personal, foreign or domestic, whether or not productive of inc oma or consisting of wastinq assets; as follows: (H) with no more than 25% of the 4 Zund ins odm ell+ in in an {vided inter n =g1s o! sh2X% financial agooXg - such _a_s t..ga autombilS loan receivables, when nroyid such se - tri *LU are rated by at 1 two nationally rgK= -- zed rating services in eme of c ass; *{ cat ona MZSMg by the a troller of a cur ?n X for_ the { rg y2st Snt of funds of national b (C) With no more than 70% of the Fund in 2nrflorate common stock, cor=rate preferred stock, and interest - bearing obligations . of a corporation havinq an option to convert into common stock, provided; (1) The corporation is organised under the laws of the United States, any state or organized territory of the United States, or • the District of Columbia; and (2) The corporation is listed on any ane. or acre of the recognized national stock exch in the United States and • conforms With the periodic reporting requirements undar the Securities Exchange Act of 1934. The Master Trustee shall not invest more than 104 of the equL y assets of the Fund in the co=on stack, preferred stock, and interest bearing obligations having an option to convert Into common stock, of any one issuing corporation; Maw ft-jaw Nag am sh —as AMU- 4 the ;GA: 1,4 9hMp PGOOMMA based so, Go :3 t such -- bil 4hew Peamm t��f -:ho- ice# - #�oa ost a = - e- .d nos_ jhIL ? ? the_AQcr�ts f.aves=2rw- of the ZUW irr the stggr . preferred 'stock and interest b ar± ob1 4Qa tip fiavinar an,gaj;ign to roMrZrt irto_ an stock of a one is enrooraXA= exceed Al of such stock _acrd Interest be . i_rla livnti.ong � of said aorrMMI;ion. The Naster Trustee may only se13. listed options to reduce investment risks, to improve cash flow, or to provide - ".terhative =sans for the purchase and sali of - Underlying _nvest3dent sacion. Reversing transactions may be made to close o existing options Positions.. Passed and adopted by the Hoard o! a Florida • Municipal Pension Trust Fund.this 9th o 1990. • • Chaicman sac"