R  1811 Minutes of Council Meeting Buchanan, VA  February 13, 2023 Present:  Mayor Tristan Harris Vice Mayor Chris Witt Councilmember Manspile Councilmember Marlon Rickman Councilmember. James Eubank  Mayor Harris brought the February 13, 2023 regular Town Council meeting to ordera at 7:00 pm. Mayor Harris asked Town Clerk Claudine Stump to take roll call. With all Council members present, a quorum was established. AI moment of silence was held andi the Pledge of Allegiance was recited. The firsti item on the agenda was the Public Hearing for the Ordinance 023-0213-01: An Ordinance for Town to join the Virginia Investment Pool. Councilmember Manspile made a motion to open the Public Hearing with as second from Vice Mayor Witt. Mayor Harris asked for further discussion. With no further discussion the Public Hearing was opened with a vote of5-0. Mayor Harris opened the floor for public comment. Town Manager Peck explained that this is another set in Town's cash management. This allows Town to move money into the statewide investment pool. Town has to. join the trust and authorize the Town Treasurer to work with the arrangements between our bank and the investment pool. Councilmember Manspile made a motion to close the public hearing with a second from Councilmember Manspile. Mayor Harris asked for further discussion. With no further discussion, the Public Hearing was closed with a vote of5 5-0. Mayor Harris made ai motion to approve the ordinance toj join the Virginia Investment Pool with a second from Councilmember Manspile. Mayor Harris asked fori further discussion. With no further discussion the motion was carried by a roll call vote Next on the agenda was citizen comments and petitions regarding agenda items. Pat. Jaspero ofg 95 Pattonsburg Lane. Mrs.. Jasper stated that she would like to talk about the Arbor Day Proclamation. She grew upi in lowa, she toldi the story her mother told her about states that had no trees. That every tree that grew there was planted. The mani from Nebraska who offered this proclamation decided that trees Next item on the agenda was approval of the consent agenda. The Consent Agenda included the January 2023 financial report, approval of paid bills, approval of the Town Council Work Session Meeting schedule, and Town Council meeting minutes. Councilmember Manspile made a motion to amend the  of5-0.  are veryvaluable, and we should all make a point of planting them.  1    agenda to include a closed session fori the 5 members of cancel with a second from Vice Mayor Witt. Mayor Harris asked fori further discussion. With no further discussion, the motion carried with a vote of 5-0. Mayor Harris made a motion to add the Mary Earhart engagement letter approval to the new business section oft the agenda with a second from Councilmember Eubank. With no further discussion, the motion was carried with a vote of 5-0. Councilmember Manspile made a motion to approve the consent agenda with a second from Councilmember Rickman. With no further discussion, the consent Next on the agenda was awards, recognitions, and presentations. Councilmember Rickman stated that he would like to recognize Town Clerk Claudine Stump has puti in al lot of hours and done very well during this time of being understaffed. Councilmember Manspile stated he would like to recognize Brian! Simmons, our one public works employee. He has stepped up and been learning as he goes. Town Manager Peck added Community Developer Harry Gleason has been the utility player for the Town. He has read water meters, done public works, Business Licenses, and covered thet front desk periodically. The entire. staff has pitched in and done it with a smile. Vice Mayor Witt recognized Town Next on the agenda was new business/action items/public hearings. Thei first item for discussion was an amendment to the Personnel Manual and. Job Description Amendments. Extending the employee probationary period from 6 months to 1 year, and classifying the Treasurer position to FLSA exempt. Town Manager Peck: stated that this was discussed when Town started advertising for the Treasurer position. Councilmember Manspile made a motion to approve with a second from Councilmember Rickman. Mayor Harris asked fort further discussion. With no further discussion, the motion was carried with av vote of 5-0. The next action item was discussion of the Farmer's Market Request. Mayor Harris stated Town had received a request from Board of Supervisors member Amy White to use the Town Park for 3 events that have outgrown the Daleville Town Center. Mrs. White and Community Developer Gleason stated they would work out available dates. Councilmember Manspile made a motion to approve with a second from Councilmember Rickman. Vice Mayor Witt asked if these were County sanctioned event. Mrs. White stated iti is not a county entity. It is not funded by the county. They are a non-profit. Councimember Manspile amended his motion to table this for one month to find out what needs to be donei for Town to partner with the Farmer's Market. Councilmember Manspile made a motion to table this for one month with a second from' Vice Mayor Witt. Mayor Harris asked for further discussion. With no further discussion, the motion carried with a vote of5 5-0. The next action item was discussion of Tire Disposal to coincide with Town Clean up. Community Developer Gleason stated that the request was made by Tim Miller with the soil conservation agency. Mr. Miller wanted to try to capture tires before they get thrown into the river. Councilmember Manspile made a motion to accept this proposal with the stipulations that Mr. Gleason has laid out. It will have to be a clearly defined separate area at no cost to the Town. Councilmember Eubank seconded the motion. Mayor Harris asked for further discussion. With no further discussion, the motion was carried with a vote of5-0. Vice Mayor Witt asked if they wanted to do this once or twice a year? Mr. Gleason stated he would find out. The next action item was the Courthouse Banners request. Mayor Harris stated that Bo Trumbo has requested that the Town consider placing a banner at the County Courthouse Construction fence with a cost of $500.00. Councilmember Manspile made ar motion to purchase al banner with a second from Councilmember Eubank. Mayor Harris asked fort further discussion. With no further discussion, the motion carried with av vote of5-0. The next action item was the Arbor Day! Proclamation. Mayor  agenda was approved witha vote of5-0.  Manager Peck for all hel has done as well.  2    Harris stated the Proclamation is part oft the requirement for Town to remain a Tree City USA. Councilmember Manspile made a motion to approve with a second from Councilmember Rickman. Mayor Harris asked for further discussion. With no further discussion, the motion was carried witha vote of5-0. Mayor Harris then read the proclamation. The last action item was the staff monthly reports. Town Manager Peck stated that the written monthly reports from the Town Clerk, Community Planner, and Public Works were in the agenda packet. Town Manager Peck gave his report orally. He discussed some water and: seweri issues, suggested having Bionomics stay another week to mapi the sewer lines, budget amendments that need to be made, the public hearing required fort the budget amendments, additional costs from the Treasurer leaving. Town Manager Peck: stated he would be changing to al bi-weekly pay period for the remainder of his tenure. Councilmember Manspile suggested upgrading surge protectors to our water and: sewer facilities. Town Manager Peck: stated that part of Main Street will have to be closed while Bionomics is mapping the sewer lines. Public Works Brian Simmons and Community Developer Harry Gleason will have to flag for Bionomics while Bionomics is working. Councilmember Manspile made a motion to let the Town Manager proceed with the mapping of the sewer system with a second from Vice Mayor' Witt. Mayor Harris asked fori further discussion. With no further discussion, the motion was carried with a vote of5-0. The next action item was approving the engagement letter for Mary Earharts' accounting firm. Town Manager Peck stated that Ms. Earhart has raised her rates due to merging with a larger firm. Councilmember Manspile made a motion to approve the letter withas second from Councilmember Rickman. Mayor Harris asked for further discussion. With no further discussion, the motion carried with a vote of5-0. Next on the agenda was citizen comments and petitions regarding non-agenda items. Mr. Carol Boblett of 26 Copps Hill Rd stated he has spoken to Mr. Campbell at Verizon. Mr. Campbell feels there is no risk toi the Town for the veterans banners. Councilmember Eubank asked ifTown really had anything to do with this. Town doesn'town the poles and is not part oft the group that wants to place the banners, Town has no sayi in what goes on the poles. The next speaker was Mr. Garyl Manspile of 20578 Main Street. Mr. Manspile asked again if Council is going to make the landowners clean upi the old abandoned houses in Town? Mayor Harris stated that Town has been working on contacting landowners to clean up properties. Councilmember Manspile stated that the Town Code enforcement needs to be changed from a criminal level to a civil penalty that assesses charges on the propertyif Town has to clean it. Vice Mayor Witt stated that Planning and Zoning Commission has gone through and added civil penalties toi the code. The new Town Manager is going to look ati it and then havea a Public Hearing for the new code. Town Manager Peck: stated that you have to adopt a property maintenance code before Town can coordinate with the County about building maintenance and condemning properties. The next person to speak was Mr. Steve Grigg of 19505 Main St. Mr. Grigg asked Town to consider at text notification system. The second item he asked Town to consideri isa hazardous material clean-up day. Vice Mayor Witt stated Council would look into both suggestions. The last person to speak was Board of Supervisors member Amy' White of 905 Stinnett Road. Ms. White asked if the August 11thand 12th dates for the Botetourt County Fair were ok. Councilmember Manspile Mayor Harris introduced the new Town Manager, Mr. George Hayfield. He will start on March 6, 2023. Councilmember Manspile stated that he would like Council to send a resolution to the Botetourt County Board of Supervisors to sit down with the Fire Chief about the ladder truck and Fire Chief appointment.  stated they were already on the events schedule.  3    Vice Mayor Witt stated he would like to have a work session to draft something to take to the Board of Vice Mayor' Witt made a motion to goi into closed session with a second from Councilmember Eubank. Mayor Harris asked Council for av vote to go into a closed session to discuss personnel matters as exempted per section 2.23711 A-1 of the Virginia state code. The vote was carried 5-0.  Supervisors.  Closed session started at 8:36.  Mayor Harris stated the motion passed to return to regular session from closed session. Mayor Harris made a motion to resolve that only public business matters lawfully exempt from open meeting requirements were discussed with a second from Councilmember Manspile. With a roll call vote of5- Councilmember Manspile made a motion to adjourn with a second from Vice Mayor Witt. With no  0, the resolution was adopted.  further discussion, the motion carried with a vote of 5-0.  Adjournment was at 9:30 pm. Respectfullys submitted,  Claudin imp  Claudine Stump, Clerk  a5  Tristan Harris, Mayor  4    Ordinance 023-0213-01  a BUC  Atar regular meeting of the Town Council ofthe' Town ofBuchanan held at the Buchanan Town  Hall on the 13th day of February, 2023 beginning at 7:00 p.m.:  MEMBERS: Tristan Harris, Mayor Chris Witt, Vice-Mayor Marlon Rickman James Manspile James Eubank  VOTE: YES YES YES YES YES  Oni motion ofl Mayor Harris which carried by a vote 5-0, the following was adopted:  AN ORDINANCE TO: AUTHORIZE PARTICIPATION BY THE' TOWN OF BUCHANANI IN THE VACO/VML INVESTMENT POOL FOR' THE PURPOSE OF INVESTING IN ACCORDANCE WITH SECTION 2.2-4501 et. seq. AND 15.2-1300 OF THE VIRGINIA WHEREAS, VA Code 15.2-1500 provides, in part, that every locality shall provide for all the governmental functions ofthe locality, including without limitation, the organization ofa all departments, offices, boards, commissions and agencies of government, and the organizational structure thereof, which are necessary to carry out the functions ofg government; and WHEREAS, the Investment of] Public Funds Act (VA Code 2.2-4500 through 2.2-4519) lists the eligible categories ofs seçurities and investments in which municipal corporations, other political subdivisions and other public bodies are authorized to invest funds belonging to them or within WHEREAS, the City ofChesapeake, VA and the City ofRoanoke, VA have jointly established and are participating in the Virginia Investment Pool Trust Fund (t the "Trust Fund"), also known WHEREAS,it: appearing to the Council of the Town that it is in the best interests ofthe' Town ofBuchanan to become al Participating Political Subdivision ini the Trust Fund; and WHEREAS, the Treasurer oft the' Town ofBuchanan, has the authority and responsibility under Virginia law to determine the manner in which public funds other than sinking funds under  CODE  their control; and  as the VACO/VML Virginia Investment Pool," and  his/her control will be invested;    WYE  Ordinance 023-0213-01  NOW,THEREFORE THE COUNCIL OFTHE TOWN OF BUCHANAN HEREBY  ORDAINS:  1  That, pursuant to Sections 2.2-4501 etseq. and 15.2-1300 ofthe Virginia Code,  the Council ofthe Town ofBuchanan hereby establishes a trust for the purpose ofinvesting funds, other than sinking funds, determined to derive thei most benefit from this investment strategy, in investments authorized under the investment ofPublic Funds Act, jointly with other participating political subdivisions and public bodies in the Trust Fund, A copy.ofthe Virginia Investment Pool Trust Fund Agreement, (the' "Trust FundiAgrement"): is attaçhed. and  1:  incorporated in this ordinance as Exhibit A.  2 3  That the Town ofBuchanan agrees tol become a' "Participating Political  Subdivision" in the' Trust Fund, as further defined in the. Agreement.  -  That the Council oft the' Town of] Buchanan does hereby designate the Treasurer of  the' Town ofBuchanan to serve as thet trustee of the' Town of Buchanan with respeçt to the' Trust Fund, and to determine what funds under his/her control shall bei invested in the' Trust Fund. chiefinyesting officer in localities without a Treasurerl to execute and deliver the Trust Joinder Agreement for Participating Political Subdiyisions under the Virginia Investment Pool Trust Fund ("Trust Joinder Agreement"), açopy ofwhichis attached and incorporated in this    ti :: MH  te  in i 3 wi mit f1 X  4  That the Council of the' Town of Buchanan hereby authorizes the Treasurer [or  ordinance as Exhibit B.  5  This ordinançe shall. become effective upon its adoption.  AYES: NAYES: in ABSENT: APPROVED: ApS 195  5 0 1 0   MXS - i7   -  -  Ha  LCRE  Mayor ATTEST: Cloudine Town Clerk  Stump    NOTICE OF PUBLIC HEARING BUCHANAN  TOWN COUNCIL  Please take notice that on the 13th day of February 2023, at 7:00PM, the Buchanan Town Council,atits regularmonthymeetng, at the TownofBuchanan! Municipal Building, located at 19753 Main Street, Buchanan, Virginia 224066, will conduct a public hearing on the following:  ORDINANCE NO. 023-0213-01 TOAUTHORIZE THE TOWN OF BUCHANANA'S PARTICIPATION IN THE IN THE VACO/VML VIRGINIA INVESTMENT POOL  ORDINANCE NO. 023-0213-01: AN ORDINANCE TO AUTHORIZE PARTICIPATION BY THE TOWN OF BUCHANANIN THE VACONML VIRGINIA INVESTMENT POOL FOR THE PURPOSE OF INVESTING IN ACCORDANCE WITH SECTION2.2-4501 et seq. AND 15.2-1300 OF THE  VIRGINIA CODE. Co M  All citizens are invited to attend in person or by telephone to participate int this public hearing. A copy of the request is available for review at the Town office, weekdays from 8:00AM to 5:00PM or on the Town's website or by contacting A. Reese Peck, Interim Town Manager at 540-254-1212.  Fincastle Herald - To run on January 25, 2023 & February 1, 2023.    ORDINANCE 02 23-0213:91  AN ORDINANCE TO AUTHORIZE PARFICIPATION BY1 THE TOWN OF BUCHANAN INTHE VACO/VML VIRGINIA INVESTMENT. POOL FOR THE PURPOSE OF  3  INVESTINGIN. ACCORDANCE WTH SECTION 2:2-4501ersed. AND 15.2-1300 OF THE VIRGINIACODE  14  3 45 i  WHEREAS,Vai Code S 15.2-1500 provides; ngmurwtesysalyan provide for all the govemmental functions oft the locality, including Withoutinittion, the organization of all departments, offices, boards, commissions. and agencies of government, and the. prganizational structure thereof, which are  necessary tot carry out the functions of goverament; ànd M:   public  :3 *  AIe1 3 1. bodies are authorized toi 7F investt lunds belonging  - a   t, i uu  WHEREAS, the Investment of Public Funds Act (Va. Code SS 2.2-4500 through 2.2-4519) lists the eligible categories of securities and investments in which municipal corporations, other political subdivisions  11     tot thèm or withint thel'd control; and'  ahdher  WHEREAS, Section 15.2-1300 of the' Virginia Code provides that any power, privilege or authority exercised or capable of exercise by any political subdivisign oft the Commonwealth of) Virginia may be exercised and enjoyed jointly with any other political subdivision having a similar power, privilege or authority pursuant to agreements with one another forj joint action in accordance with the provisions of that Code  section; and  WHEREAS, the City of Chesapeake, Virginia and the City of Roanoke, Virginia have jointly established and are participating in the Virginia Investment Pool Trust Fund (the' Trust Fund"), also known as the' VACO/VML Virginia Investment Pool," and have provided in their trust agreement for participation by  other eligible govemnmental entities that execute at trust joinder agreement; and  WHEREAS, it appearing to the Council of the Town thati iti isi in the best interests of the' Town of WHEREAS, the Treasurer of the Town of Buchanan, has the authority and responsibility under Virginia law to determine the manner in which public funds other than sinking funds under his/her control will  Buchanan to become a Participating Political Subdivision in the Trust Fund; and  be invested;  NOW, THEREFORE THE COUNCIL OF THE TOWN OF BUCHANAN HEREBY ORDAINS: $1 That, pursuant to Sections 2.2-4501 et seq. and 15.2-1300 of the Virginia Code, the Council of the Town of Buchanan hereby establishes at trust for the purpose of investing funds, other than sinking funds, determined to derive the most benefit from this investment strategy, in investments authorized under the Investment of Public Funds Act, jointly with other participating political subdivisions and public bodies in the    Trust Fund. A copy of the Virginia Investment Pool Trust Fund Agreement (the "Trust Fund Agreement')is  attached and incorporated in this ordinance as ExhibitA.  $2 That the Iname of locality] agrees to become a Participating Political Subdivision" in thé Trust  Fund, as further defined in the Agreement.  $3 That the Council of the Town of Buchanan does hereby designate the Treasurer oft the Town of Buchanan to serve as the trustee of the Town of Buchanan with respect to the Trust Fund, and to  determine what funds under his/her control shalll be invested in the Trust Fund.  $4 That the Council of the Town of Buchanan hereby authorizes the Treasurer [for chief investment officer in localities without a Treasurer] to execute and deliver the Trust Joinder Agreement for Participating Political Subdivisions under the Virginia Investment Pool Trust Fund ("Trust Joinder Agreement),acopyof  which is attached andi incorporated int this ordinance as Exhibit B.  $5. This ordinance shall become effective upon its adoption.  Exhibits:  Trust Fund Agreement ("ExhibitA) Trust Joinder Agreement ("ExhibitB")    VIRGINIA INVESTMENTPOOL ao TRUST FUND AGREEMENT: st 3  bnes 1.542  THIS AGREEMENT/(the' "Agréement), is made byand among the Pàrticipating: PolicalSubdwisions: that execute Trust. Joinder Agreements to participate in the Virginia Investment Pool 3 Just Fund, theirduly of elected Treasurers or other Chief Investment Officers empowered byl lawt toi invest the public funds such Participating Political Subdivisions, and the individuals named as Trustees pursuant to Section 107 hereof Treasurers or Chief invéstment Officers hereby establish with the Board of Trustees, and the Trustees hereby àccepts, undèr the tems ofthis Agreementya trustfor the-purposélof: investing moneys belonging to or within the control of the respective Participating! Politiçal Supdivisions as allowed py law, 7  and their sucçessors.(he "Board of Trustees"), The Participating L  Political Subdivisions and their Board of  WITNESSETH: -  11151 a 1.1  -  that every  1. shall # provide for all  WHEREAS, Section 15.2-1500 of the Virginia Code proyides, inp part,  locality  the govermental functions 6ft the localityi including, without limitâtion, the olganizationofai departménts, offices,boards, çommissions and agencies of government, and the organizational. structure thereof, which., are necessary to carry out the functions of goyernment; ai and R :  215,11111 E -  - * WHEREAS, Chapter 45 of Title 2.2 of the Virginia Code (SS 2.2-4500 et seq.). of the' Virginia Code provides that all municipal corporations and other political subdivisions may invest any and all moneys belonging to them or within their control, ather than sinkingfunds, in certain authorzed investments; and WHEREAS, Section 15.2-1300 of the Virginia Code provides that any power, privilege or authority exercised or capable of exercise by any political subdivision of the Commonwealth of Virginia may be exercised and enjoyed jointly with any other political subdivision of the Commonwealth having a similar power, privilege or authority pursuant to agreements with one another for joint action pursuant to the  provisions of that section; and  Tasifsi it  WHEREAS, the City of Chesapeake and the City of Roanoke have adopted ordinançes  approving participation in the' Virginia Investment Pool for each such localfy and  WHEREAS, the Participating Political Subdivisions and their Treasurers or Chief Investment Officers and the Board of Trustees of the' Virginia Investment Pool Trust Fund (herein referred to as the' Trust Fund") hereby establish at trust for the purpose ofi investing monies belonging to or within the control of the Participating Political Subdivisions, respectively, other than sinking funds, in investments authorized under WHEREAS, the parties intend that the Trust Fund hereby established shall constitute at tax-exempt governmental trust under Section 115 of the Internal Revenue Code of 1986, as amended;  Chapter 45 of Title 2.2of the' Virginia Code (SS 2.2-4500 et. seq.); and  NOW,THEREFORE, the parties hereto mutually agree as follows:  PART 1- GENERAL PROVISIONS  Section 100. APPLICATION.  The provisions of Part 1 are general administrative provisions applicable to each Part of this Agreement  and provisions applicable to the Board of Trustees.  Section 101. NAME  The name of the trust created by this Agreement shall be the' "Virginia Investment Pool Trust Fund" and the Board shall conduct the Trust's activities, execute all documents and sue or be sued under that name. The Board may use such other designations, including' "VIP", and may adopt such other names for the    Trust as the Board deems proper, and the Trust may! hold property and çonduct its activities under such designations or names. The Board: shall take such action as they, acting with the advice of counsel, shall deem neçessary or appropriate to file or register such names in accordançe with the laws oft the Commonwealth of Virginia or the United States of America so as to protect and reserve the of the  Trusti in and to such names. Section 102. DEFINITIONS.  right  The following definitions shall apply to this Agreement, unless the context of the term indicates  and shall govem the interpretation oft this Agreement:  otherwise,  A. Administrator. The term Administrator" means the Virginia Local Govemment Finance Corporation (d/bla AeEYA byt thel Bomdoffnussspacminiale.  the Trust Fund.  B. Beneficial Interest. The right of a party to some distribution or benefit from the Trust C. Business Day. Means a day on which banks are not required or authorized by law to close D. Code. The term "Code" means the Internal Revenue Code of 1986, as amended, and, as E. Custodian. The term "Custodian" means the banks, mutual funds, insurance other qualified entities selected by the Board of Trustees, under a separate written document companies with each, to accept contributions from Participating Political Subdivisions and to hold the assets of the Trust Fund. each of the following events: ()passage of an ordinance by each of the City of Chesapeake and the of of Roanoke approving such governmental entities as Participating Political Subdivisions in the Trust City (i) execution by the authorized officer of each such govermental entity of the Trust, Joinder Agreement; Fund; execution of this Agreement by all members of the initial Board of Trustees and the Administrator;  a Fund; in  vested. interest in the Trust Fund's assets.  the State and on which the Investment Advisor or Custodian is not closed. relevant in context, the Internal Revenue Code of 1954, as amended.  or  F.  Effective Date. The term "Effective Date" means the date coinciding with the last to occur,  (i) and (v)  contribution any  of cash to the Trust by a Participating Political Subdivision.  G. Participating Political Subdivision. The term "Participating Political Subdivision" means any county, city, town, or othèr political subdivision within the State whose goveming body has passed an ordinance or resolution to participate int the Trust Fund, or is otherwise entitled to participate in accordance with State law, and whose Treasurer or Chief Investment Officer, serving as trustee for such Participating Political Subdivision, executes a Trust Joinder Agreement, as provided in Section 301 hereof. H. Treasurer. The term Treasurer" means an officer described in Article VII, Section of the Constitution of Virginia who shall serve as the trustee and representative of its Participating 4, Political Subdivision for purposes of this Agreement. Treasurers shall vote the beneficial interest of such Participating Politiçal Subdivision in the Trust Fund, as prescribed in Part 3 of this Agreement, this agreement shall be construed to limit the discretion ofa a duly elected Treasurer toi invest the publici Nothing funds in ofhis orher political subdivision in any manner otherwise permitted by law, nor shall the decision of anyl local governing bodytobecome al Participating Political Subdivision undert this agreement compel any dulye elected Treasurer having responsibility for such investments of public funds to invest the locality's funds the by't the goveming body of a Participating Political Subdivision to invest public funds on behalf of the subdivision and to serve as the trustee of such Participating Political Subdivision with respect to the political Trust Fund, butonlyin aj political subdivision that does not have an elected treasurer empowered law to those functions. The term "Chief Investment Officer" may include certain individuals holding byl the perform title of  Trust Fund created under this Agreement.  any  in  I.  Chief Investment Officer. The term "Chief Investment Officer" means an officer designated    "treasurer" for the political subdivision but who are not included: in thé definitionin Subsection F. Each arwcwww-Olw. as theicase may-be; shall bethe trustee ând représentative ofhis or her Participating! Political Subdivision? for purposes of this Agréémeht and shall votét the beneficialinterestof such Participating PoltearSubdivision: int the Trust Fund; as PMSMPmSeHaA sy P the Effective Date of this Agreement and ending on June 30, 2014. Each'subsequeht fiscàl yeàro of  BnRa E  nirn  J. MY mcuntrs  Fiscal Year. The first fiscal year of the Trust Fund shall be a short fiscal year beginning on  the Trust Fund shall begin ont thet first day of. July and end on thet thirtieth day of. June. 4 with by the Administrator on behalf of the Trust pursuant to Section 202 C. hereof. 1  A   Ars i  -  aio  M8U  K. Investment Advisor. Shall mean any person or persons appointed, employed or contracted  Investment Policy The term "Investment Policy" means the Virginià invéstment Pool Trust  Fund Investment Policy, as established by the Board of Trustees, as amended from time to timé.  M." de Prudent Person. A person who Conducts himself faithfully, with' intelligence, and exercising sound discretion int the management ofhis affairs, noti inr regard to spéculation, buti ini regardi tot thé permanent disposition of his funds, considering the probable income, as well as the probable safety of capital to be  invested. "AFE Fbas    8)  N. State. The term "State" means the Commonwealth of Virginia.  O. Trust Fund. The term" "Trust Fund" means the Virginia' Investment Pool Trust Fund,  comprised of alloft the assets set aside hereunder,  inn  seh  Ea  P..  Trust Joinder Agreement The term Trust Joinder Agreement" means the agreement, int the  form attached hèreto as Exhibit) A, pursuant to which the Participating Political Subdivision joins in the Trust Fund, with the Treasurer or Chief Investment Officer, as the case may be, serving as the trustee of such Participating Political Subdivision," and agrees to'be bound by' the terms" ànd' conditions of the Virginia  Investment Pool Trust Fund) Agreement, as provided in Section 301'héreof. 1 an  : 0A RUTRRTE  er  : r 187a  .  Q. Trustées The term "Trustees" means the individuals who serve on the Board df Trustees of R. Virginia Code. The term "Virginia Code" means the laws. embraçed in the titles, chapters, articles and sections designated and cited as the "Code of Virginia," under the laws ofthe Staté. S. VIP Stable NAV.Liquidity Pool. The name of one of the portfolios of the Virginia Investment Pool Trust Fundi in which assets are invested tof facilitate overnight liquidity and the maintenance of a stable Net Asset' Value, with the price of shares in the portfolio targeted toi maintain a value of $1.00.  the Trust Fund pursuant to Section 107 hereof and their successors. linsn  T. MP.1 1-3.Year High Qualty Bond Fund. The name of one of the portfolios of the Virginia Inyestment Pool Trust Fund' in which assets are invested in fixed income securities benchmarked with the Bank of America Merrill Lynch 1-3 Year Comporale/Soyemment Index. The Pool is intended for the management. of assets that Participating Politiçal Subdivisions intend to invest for one year or longer. Section. 103. GENERAL DUTIES AND MEETINGS OF THE BOARD OF TRUSTEES.  A. General Duties. Thel Board of Trustees and eachl Investment Manager appointed pursuant to this Agreement shall discharge their respective duties under this Agreement solely as follows: ()except as otherwise, provided by any appliçable provision of any statute, regulation, ordinance, or resolution, for the exclusive. purpose of fulfilling the investment objectives of the Participating Political Subdivisions and defraying the reasonable expenses of administering the Trust Fund; (i) with the çare,. skill, prudence, and. diligençe under the circumstances then prevailing that a. prudent person acting in a like capacity and familiar with such matters would use int the conduct of an enterprise ofl like charaçter. and with like aims; ànd    (ii)by diversifying the investments oft the Trust Fund so as to minimize the risk ofl  losses unless  the circumstances, it is clearly prudent not to do sO. However, the duties and obligations large oft the Board under Trustees and each Investment Manager, respectively, as such, shall be limited to those exprèssly imposed of jupon them, respectively, by this Agréement. The Board of Trustees shall administer the Trust Fund in  compliance with Chapter 45 of Title 2.2of the Virginia Code (SS 2.24500 et. seq.)  1. Authority of the Trustees. The Trustees shall have the power and authorityand: shall be charged with the duty of general supervision and operation of the Trust Fund, and shall conduct the business and activities of the Trust Fund in accordance with this Agreement, the Trust Joinder Agreements, rules and regulations adopted by the Board of Trustees and applicable law.  2.  Trustees' Liabilities. No Trustee shalll 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 act of omission or commission by any other Trustee. The Trustees are hereby authorized and empowered any toobtain, att the expense oft the Trust Fund, liabilityi insurancet fully protecting the respective Trustees, the Administrator, and the Trust Fund from any loss or expense incurred, including reasonable attomey's fees, for all acts oft the Trustees except bad faithorg gross negligence. The TrustFund shall save, holdi harmless and indemnify the Trustees and Administratort from any! loss, damage incurred by said persons or entities while acting int their official capacity excepting badf faith orexpense or gross  negligence.  3. Standard of Review. Ine evaluating the performance of the Trustees, the Trustees with this Agreementn must be determined in light of the facts and circumstances compliance by  at the time of the Trustees' decision or action and not! by hindsight.  existing  4. Limitations on Liabilities. The Trustees' responsibilities and liabilities shall be subject a. The Trustees shall have no duties other than those expressly set forth in this Agreement and those imposed on the Trustees by applicable laws. b. The Trustees shall be responsible only for money actually received by the Trustees, The Trustees shall not be responsible for the correctness of any détemination of d. The Trustees shall have no liability for the acts or omissions of any predecessor or  tothe following limitations:  and thén to the extent described in this Agreement. payments or disbursements from the Trust Fund.  successor in office.  The Trustees shall have no liability for () the açts or omissions ofa any Investment Advisor or Advisors, or Investment! Manager or Managers; (i) the acts or omissions of any insurance company; (ii) the acts or omissions ofa any mutual fund; or (iv) following directions that are given to the Trustees by the Treasurer or Chief  Investment Officer in açcordance with this Agreement.  B.  Reliance on Counsel. The Board of Trustees may employ, retain or consult with!  who may be counsel for the Administrator, conceming any questions which may arise with reference legal counsel, duties and powers orv with reference to any otherr matter pertaining tot this Agreement;: and the counsel shall be full and complete authorization and protection in respect of action taken opinion or ofsuch the Trustees in good faith in accordance with the opinion of such counsel, any and the Trustees shall suffered not be by  to the  individually or collectively liable therefor.  C. Meetings. The Board of Trustees shall meet at least three times per year, and. more frequently if called, at the principal office oft the Trust Fundora at such otherlocation as may be acceptable to    a majority of the Trustees. Oné such meeting oft the Board of Trustees shallbet held-assoon as practicable aftèr the adjourment: of the annualimeeting of Tréasurers or Chief Investmnént-omceis-of: Participating Political Subdivisions at such timé and place as the Boàrd- of masssmaydisy.arons méetings of the Board dfTrustées shall be held at places within the Commonwealth of Virginia and'at-times fixed by resolution of the Board of Trustees, or upoh callofthe GSAE Trustees, on not less than ten (10) days' advance notice. Such notice shalll be directed to the Trustees by U. S. mail tot thè respeçtive addresses-ofthe: Trustees as recorded in the office. of theTrust Fund or by electronic mail. The notice of anyspecialmeetings oft the! Board of Trustees shall state the purpose of the meeting. Ar majority of the number of Trustees electèd and serving at the. stime of any meeting shall constitute; a quorum for the transaction of business. Each Trustee shall be entitled to cast as single vote of equal weight on each question coming before the Board. Proxy voting is not allowedws The actofamajority of Trustees present at ameeting at which a quorum is present, shall be the act ofthe Board of Trusteesanless.s. otherwise specified in this agreement. Less than a quorum, may adjourn any meeting,  asiBix bn S n   1 3  -  RERC id 20 B3IS at  5 T1 lgh 143a7 Board ofTrustees!"  ie  4  th 1  authority.fort a the 15 - w  Robert's Rules of OrderNewly Revised-(11 edition)shall be the parliamentary  D. Office of the Trust Fund. The Administrator shall establish, maintain and provide adèquate funding for an office for the administration of the Trust Fund. The address of such office is to be made known to' the parties'interested in'or participating in the.Trust Fund anditotheà àppropriate govermental agències: The official books and records pertaining to the Trust Fund and its administration'shal be kept  and maintained at the office of the TrustFund. -  :  E. Executionof: Documents A certificate signed bya person designated by the Board of Trustees to serve. as Secretary shall be evidence of the action of the Trustees, and: any such certificate or other instrument sO signed shall be kept and maintained at the office of the Trust Fund and may be relied  upon. as an; action of the. Trustees. s :   RE  'E  Dun  obu  F. Appointment and Removal of Administrator. The' Virginia Local Government Finance Corporation,. is hereby initially, designated. the Administrator. pursuant to: an administrative services agreement between the parties. The Board of Trustees shall provide compensation for the Administrator to administer the affairs of the Trust Fund. Any three (3) Trustees may call for a vote of the Board of Trustees to remove the Adminjstrator by providing no.! less than 30 days' notice tot the other Trustees and to the Administrator. A vote will be scheduled at the next meeting of the Board of Trustees, forv which sufficient notice can be given, at which meeting the Administrator may be removed on a majority vote of the Trustees then serving. Upon removal of the Administrator, the Board of Trustees shall  designate a successor Administrator.  G. Duty to Furnish Information. The Treasurers or Chief Investment Officers and the Board of Trustees shall furriish to each other any document, report, retur, statemênt or other information that the other réasonably deems necessary to perform duties imposed under this Agreement or otherwise imposed  by law.  H. Reliance on Communications. The Board of Trustees may rely" upon a certification of a Treasurer or Chief Investment Officer with respect to anyi instruction, direçtion, or approval ofj jts Participating Political Subdivision and may continue to rely upon such certification until à subsequent certification is filed with the Trustees. The Trustees shallhave no duty to make any investigation or inquiry as to àny statement contained in any. such writing but may accept the same às fully authorized by the Tréasurer or Chief  Investment Officer and jts Participating Political Subdivision. Section 104. ADMINISTRATIVE POWERS AND DUTIES.  A. Trustees. The Board of Trustees, in addition to all powers and authorities under common law ors statutory authority, including Chapter 450 ofTitle2.2oft the' Virginia Code ($52.2-4500 èt seq.), and subject    to the requirements and limitations imposed by the common law or statutory authority, including of Title 2.2 of the Virginia Code (SS 2.2-4500 et seg.), shall have and ini its solé and absolute discretion Chapter 45 exercise from time to time and at any time, either through its own actions, delegation to the Administrator, may or through a Custodian selected by the Board of Trustees, the following administrative powers and  with respect to the Trust Fund:  authority  1. Toreceive for the purposes hereof all cash contributions paid toi itbyo orat the direction of the Participating Political Subdivisions or their Treasurers or Chief Investment Officers. 2. Tohold, invest, reinvest, manage, administera and distribute cash! balances as shall be transferred to the Trustees from; time to time by the Participating Political Subdivisions or their Treasurers or Chief Investment Officers and the increments, proceeds, earnings andi income theréof 3. To continue to hold any property of the. Trust Fund that beçomes otherwise unsuitable for investment for as long as the Board of Trustees in its discretion deems desirable; from investment and keep unproductive. of inçome, 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 Trust  for the exclusive benefit of Participating Political Subdivisions.  reserve distributions nominee  to  Fundoranticipated  therefrom.  4. Tol hold property of the Trust Fund in the name of the Trust Fund, or in the name or nominees (e.g., registered agents), without disclosure of the trust, or in bearer form sO thati it will pass! by delivery, butno such! holding shall relieve the Board of1 Trustees ofi its responsibility for the safe custody and disposition of the Trust Fund in accordançe with the provisions of this Agreement; the books and records oft the Board of Trustees shall show at all times that suchp is part of the Trust Fund and the Board of Trustees shall be absolutely liable for anyl loss occasioned property by the acts of its nominee or nominees with respect to securities registered in the name of the  ofa  nominee or nomineès. 5.  To employ in the management of the Trust Fund suitable agents; without liability for  any loss occasioned by any such agents, so long as they are selected with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting ina al like and familiar with such matters would use in the conduct of an enterprise of a like character and capacity with  like aims.  6. To make, execute and deliver, as trustee, any deeds, conveyances, leases, mortgages, contracts, waivers or otherinstruments in writing that itmay ennecesayorderable  in the exercise ofi its powers under this Agreement.  7. To do all other acts that it may deem necessary or proper to carry out any of the powers set forth in this Section 104 or Section 202, to administer or carry out the Trust Fund, or as otherwise is in the best interests of the Trust Fund; provided, however, purposes the Board of Trustees needi not take action unless ini its opinion there are suffiçient Trust Fund assets available  of the  for the expense thereof. 8.  To adopt rules and regulations governing the Trustees' operations and procedures.  9. Tocontract with municipal corporations, political subdivisions and other of State or of local government and private entities for the provision of Trust Fund services public and for the use or fumishing of services and facilities necessary, useful, or incident to providing Trust Fund  entities  services.  10. To advise the Administrator on the establishment of expectations with regard to the  provision of administrative services and the establishment of appropriate fee levels.    hlht  wL32  Sai RN    11: To establish ànd chàrge feès. for participation in the Trust Fund ànd for additional administrative services providedtoar Participating PoliticalSubdivision: in àdditionto any! fées'd charged  Th by othêr àdministrativé séfvice providers. ofthis Agreement. -,7  AR :   1  12. Toc collect and disburse all funds due or payable from the Trust Fund, under the terms 13. To provide for and promulgate all rules, regulations, and fomms deemed necessary or desiabisincoantiatinowan: Treasurers andChiefinvestment Officers and their Participating Political Subdivisions; in fulfilling the Trustees' purposes and in maintaining proper records and accounts. 14. To employ insurance companies, bânks, trust companies, invéstment brokers, investment advisors, or others as agents for the receipt and disbursement of funds held in trust for  aht   1 PRN  tinl  not  Participating Political Subdivisions.  sure a  15: rodeteimine;, consistènt with the àpplicable làw and the procedures undert the Trust Fund, all questions of law or fact that may arise as tonvestments ànd the rights of anyParticipating  Political Subdivision' to assets' of the Trust Fund.  1  16. Subject to and consistent with the Code and the Virginia Code, to construe and interpret the Trust Agréement and to correct àny défect,'supply any omissions, or reconcile any 17. Tocontract for, purchase or othèrwisé procure insurande and inyestment products. B. Administrator. Pursuant to an, administrative services agreement bètween fhe Board of Trustees and thè Administrator, the Administrator shall" have the power and' authority, to implement policy and procedural matters as directed by the Board of Trustees as they relate to the ongoing operation and supervision, of the Trust Fund and the provisions of this Agreement: and applicable law. The Administrator shalli immediatelyr make application forafidelity bond, to any company designated byt the Board of Trustees, ins such amount as may be specified by the Board of Trusteés. The premium on such bond shall bé paid from the Trust Fund, which bond shal! be continued in force in such amount as the Board 6f Trustees may from time to time require. Ifthe Administrator's bond is refused, or is ever cancelled; the Administrator may  inconsistency! in the Agreémet.    #20  be removed on a majority vote of the Trustees then serving.  Section 105. TAXES, EXPENSES AND COMPENSATIONI OF TRUSTEES.  1r  A. Taxes. The Administrator, without direction from the Board &f Trustees, shall pay out of the Trust Fund allt taxes, ifany, properlyir imposed or levied with respect to the Trust Fund, or any part thereof, under applicable law, and; in its discretion, may çcontest the validity or amount of any tax, assessment,  claim or demand respecting the Trust Fund or any part théreof.  B. Expenses and Compensation. The Board of Trustees is authorized to set aside  from Participating Political Subdivision contributions received and the investment income earned thereon a reasonable sum for the operating expenses and administrative expenses of the Trust Fund including but not limited to, the employment of such administrative, legal, accounting, and other expert and clerical assistance, and the purchase or lease of such materials, supplies and equipment as the Board of Trustees, ini its discretion, may deem necessary or appropriate in the performance of its duties, or the duties of the All remaining funds coming into the' Trust shall be set aside, managed and used only for thel benefit of  agents or employeés of the Trust Fund or the Trustees.  Participating Political Subdivisions. Section 106. COMMUNICAIONS   NnB:    Until notice is given tot the contrary, communication to the Trustees or to the Administrator shall be sent to them at the Trust Fund's office in care of the Administrator. The Administrator's address is VML/ACO  Finance at 919 E. Main Street, Suite 1100 Richmond, VA 23219.  Section 107. AFONIMENTRESGTON OR REMOVAL OF TRUSTEES.  A. Appointment of Trustees and Length of Appointment. The number of Trustees  ont the serving  Board of Trustees shall be fourteen (14).  1, The initial group of Trustees to establish the Trust Fund will be comprised as follows: (a) the Treasurer of the City of Chesapeake, (b) the Treasurer of the City of Roanoke, (c) five (5) individuals designated! by the Board of Directors of the' Virginia Association of Counties (VACO"),(d) five (5)individuals designated by the Board of Directors oft the' Virginia Muniçipall League (VML").(e) the Executive Director of VACo, who shall serve as a non-voting ex officio trustee, and () the Executive Director OfVML, who shall serve as a non-voting ex officio trustee. VACO and' VML shall give priority for appointment to Treasurers and Chief Investment Officers. The appointees of VACo and VML serve until successort trustees are elected at the first annual meeting of the Treasurers and  Chief Investment Officers.  2. With the first annual meeting of the Treasurers and Chief Investment Officers, the Board of Trustees shalll be divided into three classes, A, B, and C. Class A willinclude the Treasurers of the two founding Participating Political Subdivisions, who shall continue to serve for two 3-year terms until successor trustees are elected at the annual meeting of the.Treasurers and Chief Investment Officers to be held in Fiscal Year 2021 (the "Fiscal Year 2021 annual meeting"), and two trustees tol be elected to serve until suçcessor: trustees are elected at the annual meeting to be held in Fiscal Year 2018, Class B, will serve for a transitional period until successor trustees are elected at the annual meeting to be held in Fiscal Year 2017. Class C will serve for a transitional period until successor trustees are elected at the annual meeting to be! held in Fiscal Year 2016. One of the Class B seats and one oft the Class Cseats will be designated to! be filled bya Treasurer or Chief Investment Officer of a locality with a population of 75,000 or less, according to the latest decennial census. Individuals who do not meet this requirement may not be nominatedi fora a seat  1A  so designated. 3,  On or after July 1, 2014, the Trustees shall solicit nominations from the Treasurers  and Chief Investment Officèrs of Participating Political Subdivisions for two Class A, four Class B, and four Class CTrusteeships, and such nominees, along with any nominations from the floor, shall constitute the candidates fort the election of Trustees by vote at the Fiscal Year 2015 annual meeting of the Treasurers and Chief Investment Officers as provided in Section 307. In the event that there are not a sufficient number of eligible nominees from among Participating Political Subdivisions, nominations will be provided by the Executive Directors of the Virginia Association of Counties and the Virginia MunicipalLeague. VACo and' VML shall give priority for nomination, firstly, to Treasurers and Chief Investment Officers of Participating Political Subdivisions and, secondly, to treasurers and  chief investment officers of non-participating political subdivisions.  4.  On or after July 1, 2015; the Trustees shall solicit nominations from Treasurers and  Chief Investment Officers of Participating Political Subdivisions for Class C Trusteeships, and such nominees, along with any nominations from the floor, shall constitute the candidates for the election of Trustee by vote at the Fiscal Year 2016 annual meeting of the Treasurers and Chief Operating Officers as provided in Section 307. In the event that there are not a sufficient number of eligible nominees from among Participating Political Subdivisions, nominations will be provided by the Executive Directors of the Virginia Association of Counties and the Virginia Municipal League. VACO and VML shall give priority for nomination, firstly, to Treasurers and Chief Invéstment Officers of Participating Political Subdivisions and, secondly, to treasurers and chief investment officers of non-  participating political subdivisions.    tsl 5. Ateach-annuàl meeting of Treasurers and Chief Invéstment Officers following the transitional period,the succèssors'to the class of-Trustees whose terms shall theniexpire shall be identified as being of the same class às the trustées they suéceéd and élèctédto hold office for à term expiring at the third succeeding annual meeting of Treasurers and Chief Investment Officers. Trustees shall hold theif bfficés'until the next ànnual meeting of Treasurers and Chief Investment Officers for such Trustee's respective Class and until their successors are elected and qualify. 6. At each annual meeting of the Treasurers and Chief Investment Officers, the incumbent Trustees will present all nominations received for each class of Trustees (A, B, and/or C) for which an election is to be held and entertain nominations from the floor. lfa Treasurer or Chief Investment Officer does not designate a particulàr class for its nominee(s); such names will be included ont the lists ofeligible nominees fore éach class'forv which an election is to be held unless the : 7. Noindividual Trustee may! be elected orcontinue to serve as aTrustee afterbécoming an owner, officer or employée of the Administrator, an Invéstment: Advisor, an Investinent-Manager: or a Custodian. Béginning with the FY: 2017ahnual meêting, no Trustèe may be elected of continue to serve as a Trustee unless he or she is a Treasurer or Chief Investment Officer ofal Participating Political Subdivision or has received a delegation of authority according to the requirements of Section 107(A)(8). Inthe eventthat-there are not a sufficient number of eligible nominees as of the  1 - :S 343177 tpente g  UE ssie 6R4SR  individual named is elected:to another seat. :   as  pur  antre  date of the: anhualmeeting, the position will be declared vacant. M  a3  - n 1  8. aa A Treasurer'or Chiefinvestment Officer may: delegate to a subordinaté officer who holds investment responsibilitiest the authority to's seekèlection to and serve as ariemnberoftneBoard of Trustees as a répresentativé oftheParticipatingi Political Subdivision. Such officers will be entitled to the same rights ànd responsibilitiesas Treasurèrs ànd Ghief Investment Officèrs with respect to seeking élection to ànd sèrving on the Board of Trustees. The delègation of authority ànd any subsequent rèscission of à délegation of authority must be delivered in Writing to the Secretary of the Board of Trustees. Ifa delegation of authority is rescinded, the affected position on the Board of Trustees will be considèred vacated. All references to Treasurers"? and "Chief Investment.Oficers' lin Sectioni 107 will pertain equally to' such individuals delegated autholity-under this provision. 9. Each Trustee and each successor Trustee shall acknowledge and consent to his or her election as a Trustee at the annual meeting at which he/she is elected or, if subsequent to the annual meting,bygMving written notice of'acceptance of suchi election to the Chairperson of the  h T a C1 NIPI Mijal / me I 9EIRAPAS   a a  DeS  Trustees.  B. Resignation of a Trustee.  1. A Trustee may resign from, all duties and responsibilities under this Agreement by giving written notice to! the Chairperson of the Trustees. The Chairperson may! resign from all duties and responsibilities under this Agreement by giving, written notice to all of the other Trustees. Such notice shall state the daté such resignation shall take effect and such resignation shall take éffect on such date but not later than sixty (60) days after the date such written notice is given.  2.  Any Trustee, upon leaving office, shall forthwith turn over and deliver to the  Administrator at the principal office oft the Trust Fund any and all records, books, documents or other property in his or her possession or under his or her control which belong to the Trust Fund.  Removalofal Trustee. Each Trustee, unless due to resignation, death, incapacity, removal,  or conviction of a felony or any offense for which registration is required as defined in Virginia Code S 9.1- 902, shall serve and. shall! continue to serve as Trustee hereunder, subject to the provisions of this  Agreement.    A Trustee shall relinquish his or her office or may! be remoyed by a majority vote oft the Trustees then serving or ipso facto when the Employer which! he/she represents is no longer al Participating Political Subdivision in the Trust Fund. Notice ofr removal of a' Trustee shall be furished to the other Trustees the Chairperson of the Trustees and shall set forth the effective date of such removal. Notice of removal by of the Chairperson shall be furnished to the other Trustees by the Administrator. and shall set forth  effective date of such removal.  the  D. Appointment ofa Successor Trustee. Except as otherwise provided inp partA.1ofthis Section with respect to the initial term of Class A Trustees, in the event a Trustee shall die, resign, become incapacitated, be removed from office, or convicted of a felony or any offense for which registration is required as defined in Virginia Code S 9.1-902, a sucçessor Trustee shall be elected forthwith affirmative vote oft the majority of the remaining Trustees though less than a quorum ofthe Boardo by the The notice of the election ofa a successor Trustee shall be furnished to the other Trustees byt the ofTrustees. Inc case of the removal, death, resignation, etc. of the Chairperson, notice of the election of Chairperson. a successor Trustee, and the new Chairperson, shall be furnished to the other Trustees by the Administrator. Nominations for interim replacement of vacant positions may be made by member of the Board of Trustees. The termo ofoffice ofany Trustee SO elected's shall expire at thenextAnnual any Meeting Treasurers and Chief Investment Officers at which Trustees are elected. The successor Trustee shall be of elected to complete the term for the Class to which such Trustee has been assigned. In the event that a occurs int the office ofe either the Treasurer of Chesapeake or the Treasurer of Roanoke annual meeting, the newly assigned Treasurer of the founding Participating Political priortotheFY2021 Subdivision will  vacancy  automatically assume the vacant position.  E. Trustees' Rights. In case of the death, resignation or removal of any one or more of the Trustees, the remaining Trustees shall have the powers, rights, éstates and interests of this Trustees and shall be charged with the duties oft this Agreement; provided in such cases, no Agreement as taken unless it is concurred in by a majority of the remaining Trustees. However, if such vacancies actionmay! leave be less than a quorum of Trustees, the remaining trustees may only act to appoint successors. quorum has been established may the trustees take the other actions established int this subsection. Only  after a  Section 108. BONDING.  All Trustees shall immediately make application for a fidelity bond, to any company  Board of Trustees, in such amount as may be specified by the Board of Trustees. Premiums designated by the bonds shall be paid from the Trust Fund, which bonds shall be continued in force in such amount on such Board of Trustees may from time to time require. Ifa Trustee'sbond is refused, or is ever cancelled, as the except with the Board of Trustees' approval, such Trustee may be removed from office  the Trustees then serving.  by majority vote of  PART2-PROVISIONS APPLICABLE TO INVESTMENTS  Section 200. APPLICATION.  The provisions of Part 2 apply to the investments of the Trust Fund.  Section 201. ADMINSTRATION OF TRUST.  A. General. All such assets shall be held by the Trustees in the Trust Fund.  B. Contributions. The Board of Trustees hereby delegates to the Cusiodantemsponsbly for accepting cash contributions to the Trust Fund, and the Custodian shall have the responsibility accepting cash contributions by Participating Political Subdivisions. Assets held in the Trust dedicated to the benefit of each Participating Political Subdivision, respectively, or to defraying Fund reasonable be expenses of the Trust Fund. All contributions by a Participating Political Subdivision shall be transferred the Trust Fund to be held, managed, invested and distributed as part of the Trust Fund the  shall for to  accordance with the provisions of this Agreement: and applicable law.  by Trustees in    The Board of Trusteès shalll be authorized tot také the steps  . Applicable Laws and Regulations,  tot the TrustFund:  it deems necessary or appropriate to comply-with any laws or regulations applicable  netst 1 16  D. Accumulated Share. NoParticipating Politiçal Subdivision shalll have any right, titè orinterest inort to any specific assêts of the Trust :4 Fund; but shall have an Undivided benéricial interest in the Trust Fund; however, there shall be a specific accounting of assets allocable to éach Participating Pôitical  Subdivision.  Section 202. MANAGEMENT OFINVESTMENTS OF THE TRUSTFUND.  Authority of Trustees. Except as set forth in subsections CPFprGoft this Section, and  exçept as A otherwise provided.by) law, the Board of Trustees shall have exclusive authority and discretion to manage and control the assets oft the, Trust Fund held by them pursuant to the guidelines established by't the  Board of Trustees.in the Investment Policy,  4  Mur  , under this Agreement,  B. Investment Policy, The Board of Trustees, asi its primary responsibility  shall develop written Investment Policies establishing guidelines appliçable to the invéstment of the assets ofthe-Trust Fund, and from time to time shall modify such Investment Policies, in light of the short and long- term financial interests of the Participating Political Subdivisions and the Trust Fund. The Investment Policies shall serve-as the description of the funding policies.and.method: for the Trust Fund.  3  C. Investment Advisor. From time to time, the Administrator may, pursuant to approval of the Board, of Trustees, appoint one.(1). or more.independent, Investment Advisors ("Investment Advisor"), of the pursuant to a written inyestment advisory agreèment with each, describing the powers and duties account Investment Advisor withregard tot the management of all or any portion of any, investment ortrading of the Trust Fund. The Investment. Advisor shall review; a minimum. of every. calendarg quarter, the suitability the ofthe! Trust Fund'sinvestments. the performance of the Investment! Managers and their consistençywith objectives of the Investment Policy with assets in the portion. of the Trust Fund for which the Investment Ift the Administrator contracted with al lead Investment Advisor prior tot the establishment of this Agreement, of the Board of Trustees may ratify such contract. The lead Investment AdvisorA will serve. at the pleasure the Board of Trustees and willl be compensated for its reçurring, usual and customary seryices.  Manager has responsibility for management, acquisition or disposition.  to the mun approval nois of the dt ephB Board of a Trustees; the Investment Advisor shall reçommend. an asset Subject allocation for the Trust Fund that is consistent with the objectives of the Investment Policy, Ifthe Board of Trustees shall approve a separate Investment Policy with respect to assets in a segregated. portion oft oft the the Trust Fund, the Investment. Advisor shall recommend an asset allocation for such segregated portion Trust Fund thati is consistent with the objectives of such Investment Policy. At least annually, the Investment Advisor shall review the Investment Policy and asset allocation with the Board of Trustees. Investment Advisor shall also advise the Board of Trustees with regard toi investing in a manner that is consistent with applicable law, based on majority vote of the Board of Trustees, and in consideration oft the  The  expected distribution requirements of the Plans,  D. Investment Managers. The Board of Trustees, from time to time, may appoint one (1)9 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 Trust Fund. The Investment Manager shall have the power to direct the mânagement, acquisition or disposition of that portion of the Trust Fund for which the Investment Manager The Board of Trustees shall be responsible for ascertaining that each Investment Manager, while acting in  isr responsible.  that capacity, satisfies the following requirements:  1.  The Investment Manager is either () registered as an investment advisor under the  Investment Advisors Act tof 1940, as amended; (i) al bank as defined in thatAct; or (i) an insurance    company qualified to perform the services described herein under the laws ofr more than one state;  and  2. The Investment Managerhas acknowledged in writing to the Board of Trustees thati it isaf fiduciary with respect to the assets in the portion of the Trust Fund for which the Investment Ifthe Administrator contracted with a lead Investment Manager priort to the establishment of this Agreement, the Board of Trustees may ratify such contract." The lead Investment Manager will serve at the pleasure of the Board of Trustees andi will be compensatedi for its récurring, usuala and E. Custodian. Thé Gustodian is responsible for holding all funds and securities in a account in the name of the Trust, collecting all'income and principal due the Trust from securities separate held, accepting contributions and distributing redemptions, and properly accepting for securities in accordance with the contract between the Trust and the Custodian. delivery The Board on behalf oft the Trust shall employ a bank or trust company the laws oft the United States of America or the Commonwealth of Virginia. The Custodian organized shail tos such restrictions, limitations, and other requirements set forth in a Custodian The Custodian shall have such duties as are set forth in the Custodian Agreement. Such also provide that it may be terminated at any time without cause and without the  Managerhas responsibility form management, acquisition or disposition.  customary services.  and/or delivering under tol be subject    into between the Board and the Custodian.  Agreement be entered  Agreement of payment any penalty on  shall  45 days'written notice. successor. F.  In the event that, at any time, the Custodian shall resign or shall be terminated the Board shall  appointa  Absence of Trustees' Responsibilityf forl Investment Advisora and Manager. Excepttotheextent  provided in paragraph Aof Section 103 above, the Board of Trustees, collectivelyand:  shall  be liable for any act or omission ofa any Investment Manager and shall not be under individually, invest not or otherwise manage the assets of the Trust Fund that are subject to the management any obligation of Investment to Manager. Without limiting the generality of the foregoing, the Board of Trustees shall be under any no any time to make any recommendation with respect to disposing of or continuing to retain any such duty asset. at Furthermore, the Board of Trustees, collectively and individually, shall not be liable by reason ofi its taking or refraining from taking the advice of the Investment, Advisor any action pursuant tot this Board of Trustees be liable by reason of its refraining from taking any action to remove Section, or nor shall the Investment Manager on advice of the Investment Advisor; and the Trustees shall be under no replace make any any review of an asset acquired at the direction or order of an Investment Manager.  duty to  G. Reporting. The Board of Trustees shall be responsible forand shall cause to! bet filed audits, valuations, reports and disclosures of the Trust Fund as are required by law or agreements. periodic Notwithstanding anything herein to the contrary, the Board of Trustees shall cause the Trust Fund audited byacertified, public accounting firm retained for this purpose at least once eachy Trustees may employ, professional advisors to prepare such audits, valuations, reports and year. disclosures of the cost of such prolesionaladvisors shall be bome by the Trust Fund.  The Board to be and  H. Commingling Assets. Except to the extentprohibited! bya applicable law, the Board of Trustees may commingle the assets of all Participating Political Subdivisions held by the Board of Trustees under this Agreement fori investment purposes in the Trust Fund and shall hold the Trust Fund in trust andi administer the same in accordance with the terms and provisions oft this Agreement. However, the manage assets and of  each Participating Political Subdivision shall be accounted fors separately.  I.  Record of Shares. The Trust shallr maintain records which shall contain:    i Thenames and addressés of Participating.Political Subdivisions; The number of shares representing their respective interests hereunder; and  n utt G0 es 1213: es 1oha SN DIEN K * :  : i Fi hhe Such records shall be conclusive: as tothe identityofthe Participating Politiçal Subdhisionstownieh, shares is recorded shares are allocated. Only those Participating Political Subdivisions whose allocation of int the Trustreçords shall be entitled to receive distributions with respect to shares orotherwise to exercise or enjoy the rights and benéfits related,to the! beneficial! interesiarepresented. by! theshares its No Participant shall be entitled. to reçeive any distribution, norto.have.notices given,to it, until it has given appropriate  i.  ilia Arecord of all allocationsiandi redemptions 1  *  address to the Trust.  5 A ENN :  J.. Maintenance. of Records. The Administrator,or such other entity appointed by the Board, K. No Transfer of.Shares. The beneficial interests measured: by. itheshares shall transferable, in whole or in part, other than to the Trust itself for purposes of redemption. However, shares mayl be redeemed from one Participating PaliticaiSubodivsions: açcount and the.proçeeds deposited directly intoanother Participating. Politiçal Subghvision's:account upon.instructions. reçeived from poth-respective.  shall record the allocations of shares inthe records of the Trustn 4  *1  mnvit Au1  ( 1E 1 t a  -ST . nmn in 341  notbe u  Participants:  1 MtPY 1  a  s > ss   L. Limitation of Responsibility. The Board shall not, nor shall the Participating Political Subdivisions or any officer or other: agent sof the Trust, be bound:to determine the existence of any trust; express, implied or constructive," brofi àny charge, pledge'ore equity.to whichianyd ofthe'shares or ànyinterest: : therein are: subject, ort to ascertain or inquire whether anyredemption: ofanys such shares byany! Participating to Political Subdivision or its representatives is authorized by such trust, charge, pledge or equity, or recognize any person as havinglanyinterest theréin except the Participating Political Subdivision rècorded as the Participating Political Subdivision to which such shares are allocated. The receipt of moneysibyt the Participating Political Subdivision in whose name any share is recorded or by the duly authorized agent of such Participating Political Subdivision shall be asufficient dischargefor. all moneys payable or deliverable inn respect ofsuch shares and from alla responsibility: to seé thé proper application-thered'.  9550 sttaadt sin  nn izes  SAE MSE - - nm sifai OR ni  Section 203. ACCOUNTS:   AINSS at  Thé Trustees shall keep or cause to be kept at the expense ofthe TrustFund accurate and detailed" e  accounts of alli its receipts, inivestments andi disbuirsementsundert this Agreement, with theTrusteés causing the Investment Advisort to accountseparatelyl for éachinvestment: Manager'sportiont ofthe.Trust  Fund.  : an 1 1 unF PRA aus    Section 204. DBSRURSEMENISEROMTEE TRUST.  A. Trust Payménts. The Board of Trustees hereby delegates. to the Administrator the responsibility! formakingp payments.from: the TrustFund, ina accordance withrulésa and tegulations establishéd by the Board of Trustees Payments from thè Trust Fund shall be made by electronic transfer or check (or the checkofan agent) for deposit to the orderc of the payee. Payments orother distributions hereunder may be mailed tot the payee at the address last furnished to the Administrator. The Trustees shall notincur any liability on account of any payment or othêr distribution made by the Trust Fund in accordançe with this Section. Such payment shall bei int full satisfaction of claims hereunder against the Trustee, Administrator or  Participating! Politiçal Subdivision.  B. Payments from the Trust to Participating Political Subdivisions. Any and all alloçated shares may be redeemed at the option and as directed by. the Treasurer of Chief Investment Officer of:each Participating Political Subdivision upon and subject to the tems and conditions provided in this Agreement and the Informational Statement(s). The Trust shall, upon application of any Participating Political Subdivision, redeem from such Participating Political Subdiyision allocated shares for an amount per share equivalent to the proportional interest in the net assets of the Trust at the time of the redemption. The    procedures for effecting redemption shall be prescribed by the Board; provided, however, that such procedures shall not be structured so as to substantially. and materially restrict the abilityioft the! Participating  Political Subdivions to withdraw funds from the Trust.  C.  AlocationofExpenses The Trustees shall paya all expenses oft the Trust Fundi from the assets  in the Trust Fund. All expenses of the TrustFund, whiçh are allocable to a particular investment account, may be allocated. and charged tosuch investment option or account as determined! bythe Trustees, option All expenses oft the Trust Fund which are not allocable to a partiçular investment option or accountshall be charged to each such investment option or account int the manner established by the Trustees.  or  Section 205, NVESIMENTPORTPOUOS  The Trustees shalle establish two (2)investment portfolios within the Trust Fund pursuant to the Investment Policies, forcommunication: to, and acceptance by, Treasurers and ChiefInvestment Officers:  i. VIP Stable NAV Liquidity Pool. Assets in this portfolio will be invested in such a manner to facilitate overnight liquidity as well as the maintenance ofa a stable Net Asset Value, with the price ii. VIP1 1-3 Year High Quality Bond Fund. Assets in this portfolio will be invested in fixed income securities benchmarked with the Bank of America Merrill Lynch 1-3 Year Corporale/Govemment Index. The Pooli is intended fort themanagement ofa assets thatParticipating Political Subdivisions  ofs shares in the portfolio targéted to maintain a value of$1.00.  R  intend to invest for one year or longer.  n S  The Board of Trustees may develop additional investment options, reflecting different risk/return and corresponding asset mixes, for selection by Treasurers and Chief Investment Officers, as objectives to the current investment options. The determination to add altemative investment options to the altematives investment Policies, and the development of each suchi investment option, are within the sole and absolute discretion oft the Board of Trustees. The Trustees shall transfer to any deemed investment option developed hereunder such portion of the assets of the Trust Fund as appropriate. The Trustees shall manage, acquire or dispose of the assets in an investment option ina accordance with the directions by each Treasurer or Chief Investment Officer. Alli income received with respect to, and all reçeived from, the dispositionof property! held ina an investment option shall be credited to, and proceeds reinvested Ifmultiple investment options are developed, from time to time, the Board of Trustees may eliminate an investment option, and the proceeds thereof shall be reinvested in the remaining investment the shortest duration of investments unless another investment optioni is selected in accordance option with having Separate investment funds within the Trust Fund and varying percentages of investment in any M such separate investment fund by the Participating Political Subdivisions, to the extent sO determined  given  in, such investment option.  directions given by the Treasurer or Chief Investment.Oficer.  Board of Trustees, are expressly permitted.  by the  PART3- PROVISIONS APPLICABLE TO PARTICIPATING POLITICAL  SUBDIVISIONS Section 300. APPLICATION.  The provisions of Part 3 set forth the rights of Participating Political Subdivisions.  Section 301.  PARTICIPATING POLITICAL: SUBDIMISIONS.  A. Approval. The Board of Trustees or its designee shall receive applications from Treasurers and Chief Investment Officers of Participating Political Subdivisions for membership in the Trust Fund and shall approve or disapprove such appliçations for membership in accordance with the terms of this    Agréement, meinvstuenoter-geemen. and the rulesa and regulations established by the Boardi ofTrustees foradmission of new.Participating Political Subdivisions The Board of Trustees shall have total discrétion in determining whether to accept a new member. The Board of Trustees may delegate the-authority for  membership approval to the Administrator.   moili mun wi0 s 70h4s ns tin sal:    1i  subdivision! hast  TE B; Execution-of TustioinderAgemen!" Oncéthe governing body ofapolitical approved anoidnanssorsawtono, participate n theTlustFund; its Tmaureardhetinvesment Officer; serving as trustee for such political subdivision; may execute a Trust Joinder Agreément inisuch form and content as prescribed by-the Board of Trustees:By/lthe execution of the mustondanAgremenv-me Participating Political Subdivision agrees to be bound by all the terms and provisions of this Agreement, the Trust Joinder Agreement, and any rules and regulations adopted by thé Trusteès under this Agreément. The Treasurer or Chief Investment Officer of each Participating Political Subdivision, serving as such Participating Political Subdivision's trustee shall represent such Participating Political Subdivision's interest ina all meetings, votes; ànd any other actions to be taken by a Participating: Political Subdivision hereunder, provided that a Treasurer who elects not to invest public funds pursuant to the. Joinder Agreement shall have  nos obligation to serve as atrustee for his or! her! locality. n  B  RSi  as CEENA BN iev odpiss  B1  US 30450 msBs in this  C. Continuing as a Participating-Poltical. SwbdMisonm,Appication. for participation Agreement, when approved in writing by the Board of Trustees or its designee, shall constitute a continuing contractfore each sucadnytsalyeasuness terminated by! the Trusteesor unless the Participating! Political Subdivision resigns or withdraws from this-Agreement by written notice. sent by, its duly authorized official. The Board: of Trustees may terminate a Participating Political Subdivision's participation in this Agreement for any reason by vote of a three-fourths (3/4) majority of the voting, members of the Board of Trustees present at a duly called meeting. Ifthe participation ofal Participating Political Subdivision is terminated, the Board of Trustees and. thei Administrator. shall, effect. the withdrawal of such.Participating Political Subdivision's benefiçial interest in the Trust in accordance with its usual withdrawal policies. Section 302: MEETINGS OF PARTICIPATING POLITICAL SUBDIVISIONS.   m8js Sswln i)  09 vonmiseani. Sisabines h (raaindn ds sbn. des Un a discns iwaRRa  A. Places of Meetings: All meetings of the Treasurers and Chief Investment Officers shall be held at such placé, within the Cohmonweathalyigna, as from time to time may! be fixed. byt the Trustèes. 1 B. Annual Meetings The annual meeting of the Treasurers and Chief Invéstment Officers of Participating Political Subdivisions, for the election of Trustees andi for the transaction ofs suchotherl businéss as may come before the annual meeting, shall be held at such time on : such 35 business day between September At and October 6 318t as shall be designated by resolution of the Board of Trustees.  i  ay  STTTON - R R M  n  C. Special Meetings. Special meetings of the Treasurers or Chief InvestméntOficers for Board of Trustees, or if Treasurers and Chief Investment Officers together holding at least twenty percent (20%) of all votes entitled to be cast on any issue proposed to be considerèd" ât the special méeting sign, date and deliver to the Trust Fund's Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Ata a special meeting no business shall be transacted and no  or  be called at any time by the Chairperson of the Board of Trustees, by the  any purpose purposes may  action shall be taken other than that stated in the notice of the meeting.  D. Notice of Meetings. Written notice stating the place, day and hour of every meeting of the Treasurers and Chief Investment Officers and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each Participating Political Subdivision's Tréasurer or Chief Invéstment Officer ofil record entitled to vote at such meeting, at the address which appears on the books of the Trust Fund. Such notice may include any rules established by the Board of Trustees govérning the nomination and electionof  candidates, determination of vote allocations, and other such matters.   ehohe e waus uts  a ahl   15  E. Quorum. Any number of Treasurers and Chief Investment Officers together rholding atl least a majority oft the outstanding beneficial interests entitled to voté with respecttot thébusinesst tot bet transacted,    whos shall be physically present in person at any meeting duly called, shall constitute a quorum ofs for thet transaction of business. Ifléss than a quorum shall bei in attendance at the time for which suchgroup a shall have been called, the meeting may be adjourned from time tot time by a majority of the Treasurers meeting and Chief Investment Officers present. Once al beneficial interest isi represented for any purpose at a meeting of Treasurers and Chief Investment Offiçers, itshall be deemed present for quorum purposes fort the remainder of the meeting and for any adjourment oft that meeting unless a new: record date is, or shall be, set for that  adjourned meeting.  F. 6 Voting. At any meeting of the Treasurers and Chief Investment Officers, each Treasureror Chief Investment Officer entitled to vote on: any matter coming before the meeting shall, as to such matter; have one vote, in person, foreach twol hundred fifty thousand ($250,000) dollars, or frationtheokinvesied in its name in the Trust Fund, based upon an annual weighted average during the previous fiscal year ending June 30. Notwithstanding the preceding sentençe, at any meeting held after the date the tenth oth, Participating Political Subdivision joins the Trust, no one Treasurer or Chief Investment Officer more than twenty percent (20%) of the total votes cast. A Treasurer or Chief Investment Officer may written and signed proxy, designate another employee or member of the governing body of may, his/her by Participating Political Subdivision to cast his/her votes in person at the meeting. A delegation of issued under Section 106(A)(8) does not replace the requirement: for a written and signed proxya authority of the Treasurers and Chief Investment Officers of Participating Political Subdivisions. If a quorum is present at a meeting of the Treasurers and Chief Investment Officers, action on a matter other than election of Trustees shall be approved if the votes cast favoring the action exceed the votes cast opposing the action, unless a vote ofa greater numberi is required by this Agreement. Ifa quorum is present at a meeting of the Treasurers and Chief Investment Officers, nominees for Trustees for all seats for each class of Trustees on the Board of Trustees shall be elected by a plurality of the votes open cast Treasurers and Chief Investment Officers at the annual meeting will vote at one time to fill all open positions within a single class of Trustees. Elections willl be held by class, in the order of the length of the terms to be filled, beginning with the longest term. Each Treasurer or Chief Investment Officer will cast to the full number ofi its votes for each open position within a class of Trustees but may not cast votes for up more than the number of open positions in such class. Those nominees receiving the largest plurality of votes, up to the number of positions to be filled, will be declared elected. Subsequent votes may be! held to  vote  atmeetings  the beneficial interests entitled to vote in such election.  by  break any ties, if necessary, in order to elect the correct number of Trustees.  PART 4- PROVISIONS APPLCABLETOOFFICERS  Section 401. ELECTION. AND REMOVAL OF OFFICERS.  A. ElectionofOficers Terms. Thel Board ofTrustees shall appoint the officers oft the TrustFund. The officers of the Trust Fund shall consist of a Chairperson of the Board, a Vice-Chairperson, and a Secretary. The Secretary need not be a member of the Board of Trustees and may be the Administrator. Other officers, including assistant and subordinate officers, may from time to time be elected by the Board of Trustees, and they shall hold office for such terms as the Board of Trustees may prescribe. All officers shall hold office until the next annual meeting oft the Board of Trustees and until their successors are elected. B. Removal of Officers; Vacancies. Any officer of the Trust Fund may be removed with or without cause, at any time, on a three-fourths (A) vote of the Board of Trustees present summarily at a  called meeting. Vacancies may be filled by the Board of Trustees.  duly  Section 402. DUTIES.  A. Duties.generally. The officers of the Trust Fund shall have such duties as generally to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter pertain    provided oras from time to time shall be conferred by the Board of Trustees. The Board of Trustees may require: any officer to give such bond ffor the faihtul-performance. of such officer's duties as-the:Board of  Trusteest may see fit.  15E  S SM 1  ufe  t  B. Duties of the Chairperson. The Chairpêrson shall bé sélècted from'among thè Trustees: Except as otherwise poidesinnsAgpeemant for in' the resolutions establishing such commiteesithe Chairperson shall be ex officio a member of all Committees of the Board of Trustees. The Chairperson'shall preside at all Board meetings. The Chairperson may sign and execute in the name of the Trust Fund stock certificates, deeds, mortgages; bonds, contracts orotheri instruments exceptin cases whére thé signing and ther execution: thereof shall berexpressly: delegated by the Board of Trustees or by this Agreement to some other officer or agent of the Trust Fund of às ôtherwise required byl law. Inaddition, he/she:shall perform all duties incident to the office of the Chairperson and such other duties as from time to time may be assigned tot the Chairperson by the Board of Trustees. Int the event 32 of any vaçancy in the office of the Chairperson, the Vice-Chairperson shall serve as Chairperson on an interim basis until" such' vacancy js filled" by  subsequent action of the Board oft Trustees.  Duties of the Vice-Chaimerson, The Vice-Chaimerson, if any, shall be - selected friom among  the Trustees and shall have such powers and duties as may from time to time be assigned to the Vice- Chairperson. The' Vice-Chairperson will prèside at meetings in the absence of the Chairperson,  D. Duties oft the Secretary. The Secretary, shall act as secretary of all meetings of the Board of Trustees and oft the Treasurers and Chief Investment Officers, Wheni requested, the Secretary shala also açt as secretary of the meetings of the Committees of the Board d Trustees. The Secretary, shall keep and preserve. the minutes of all such meetings in permanent books. The Secretary shall see that all notices. required to be given by the Trust Fund are duly given and served. The Secretary may, at the direction of the Board of Trustees, sign and execute in the name of the Trust Fund stock certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by this Agreement. The Secretary shalll have custody of all deeds, leases, contracts and other important Trust Fund documents; shall have charge oft the books, reçords and papers of the Trust Fund relating to its organization and management. as a trust; and shall see that all  reports, statements and other documents required by law are properly. filed.  2  M  PART 5- MISCELLANEOUS PROVISIONS  Section 501. TITLES.  The titles tol Parts and Sections of this Agreement are plaçed herein for convenience of referençe only, and  the Agreement is not to be construed by-refèrence thereto.  Section 502. SUCCESSORS  This Agreement shall bind and inure to the benefit of the successors and assigns of the. Trustees, the. Treasurers and Chiefinvestment Officers; and the Participating Political Subdivisions.  :  Section 503. COUNTERPARIS  This Agreement may-be executed in àny number of counterparts, each of which shall be deemed to be ah original but all of which together shall constitute but one instrument, which may be sufficiently evidenced by any counterpart. Any Participating Political Subdivision that formally applies for participation in this Agreement by its exécution of a TrustJoinder. Agreèment which is accepted by the Trustees shall thereupon become a parly to this Agreement and be bound by all of the terms and conditions thereof, and Section 504. AMENDMENT OR TERMINATION OF THISAGREEMENT: TERMINATONOEPLANS  said Trust Joinder Agreement shall constitute a counterpart of this Agreement.    A. Duration. The Trust shall be perpetual, subject to the termination provisions contained in B. Amendment. This Agreement may be amended in writing at any time by the vote of a two- thirds (2/3) majority ofth e Trustees. Notwithstanding the preceding sentence, this Agrèement may not be  Section 504, Subsection C below:  amended so as to change its purpose as set forth! herein or to permit the diversion or of the Trust Fund for any purpose other than those specified herein.  apitationofanyfunds  The Board of Trustees, upon adoption of an amendment to this Agreement, shall provide notice a copy of any such amendment to each' Treasurer and Chief! Investment Officer within 15 of by sending of such améndmênt. Ifa Treasurer or Chief Investment Officer objects to such amendment, days the Treasurer adoption or Chief Investment Officer must provide writtenn notice ofi its objection and intent to terminate its participation in the Trust Fund by registered mail delivered to the Administrator within ninety (90) such notice, andi ifsuch notice is given, the amendments shall not apply to such Participating Political days Subdivision for a period of 180 days from the date of adoption of such amendments. The Political Subdivision's interest shall be terminated in accordance with the provisions of paragraph Participating B oft this  of  section.  C. Withdrawal and Termination. Any Participating Political Subdivision may at time in its sole discretion withdraw and terminate its interest in this Agreement and anyt trust created any notice from the Participating Political Subdivision's Treasurer or Chief Investment Officer to the Trustees in the manner prèscribed by this Section. The Trust Fund may be terminated in its entiretywhen all participation interests of alll Participating! Political Subdivisions havel been terminatedi ini their entirety. This Agreement and the Trust Fund will then be terminated ini its entirety pursuant to Virginia law. Ino case of a termination of this Agreement, either in whole or inj part by a Participating Political Subdivision, the Trustees shall hold, apply, transfer or distribute the affected assets of the Trust Fund in accordance with the applicable provisions of this Agreement and as directed by the Treasurer or Chief Investment Officer of each Participating Political Subdivision. Upon any termination, in whole ori in part, oft this Agreement, the Trustees shall have a right to have their respective accounts settled as provided Int the case of the complete or partial termination of this Agreement as to one or more Participating Political Subdivisions, the affected assets of the Trust Fund shall continue to be held pursuant to the direction of the Trustees, for the benefit of the Participating Political Subdivision, until the Trustees, upon recommendation ofthe Administrator, distribute such assets to a Participating Political Subdivision, other suitable arrangements for the transfer of such assets have been made. This Agreement shall remain or int full effect with respect to each Participating Political Subdivision that does not terminate or withdraw its participation in the Trust Fund, or whose participation is not terminated by the Trustees. However, if distributions must be made, the Treasurer or Chief Investment Officer of each Participating Political Subdivision shall be responsible for directing the Administrator on how to distribute the beneficial interest of such Participating Political Subdivision. Int the absence of such direction, the Administrator mày take such steps asi it determines are reasonable to distribute such Participating Political Subdivision's interest. AF Participating Political Subdivision must provide written notice ofi its intent to terminate its participation in the Trust Fund by registered mail signed by the appropriate official of the subdivision and delivered to the Notwithstanding the foregoing, the Trustees shall be required to pay out any assets of the Trust Fund to Participating Political Subdivisions upon termination of this Agreement or the Trust Fund, in whole ori in part, uponre receipt by the Trustees of written certification from the Administrator that all provisions ofl law with respect to such termination have been complied with. The Administrator shall provide the written certification to the Trustees within three (3)v working days of receiving à written notice ofi intent required to terminate as described abové. The Trustees shall rely conclusively on such written certification and shall When all of the assets of the Trust Fund affected by at termination have been applied, transferred or  written  herebybys giving  Section 504.  int this  Administrator.  be under no obligation toi investigate or otherwise determine its propriety.    distributed and the accountsof the Trustees have beensettled, then the Trustees ànd Administrator: shall be released and discharged from all further accountability or liability respecting the Trust Fund,or.portions oft the thereof, affected by the termination and shall not be responsible in any wayf for the further disposition assets of the Trust Fund, or portions thereof, affected.by.the terminationor. anypart thereof so applied, transferred. or distributed; provided, however, that the Trustees shall provide full, and çomplete açcounting for all assets up through the date of final.disposition of all assets held in the Trust. Section 505. SPENDTHRIFT PROVISIONS: PROHIBITION OF ASSIGNMENT OE INTEREST.  DI  * -  -4 A in  be -   taxation MTA and exeçution, attachment, gamishment, or   any other  The,Trust Fund shall exempt from,  of  process No Participating. Political Subdivision. or other person, with a benefiçial interest any part the. Trust Fund may commute, anticipate, encumber, alienate or assign the benefiçial interests pr.any.interest ofal Participating Politiçal Subdivision in the Trust Fund,and no payments ofi interest or pringipal shallbei in. any way subject to any person's debts, contraçts or engagements, nor toanyj judiçial process to levy upon,, or attach. the interest or principal for.payment, of those debts, contracts, or engagements.  1  Ey  na  Section 506. VIRGINIA FREEDOM OF INFORMATIONACT  The Administrator. shall give the public.notice of the date, time, and location of any meeting of thel Board of Trustees' or ofthe Treasurers and Chief Investment Officers in the manner and as necessary. to comply SS 2.2-3700 et seq.). The Secretary,or its designee shall keep all minutes of all meetings.prpcedings. and acts of the Trustees and, of Treasurers and Chief Investment Offiçers, but such minutes.need. not be. verbatim. Copies of all minutes of the Trustees and of Treasurers and. Chief Investment Officers shall be Alli meetings oft the Board of  Trustees,and 5 ofTreasurers or Chief Investment : Officers shall be open to the public, except as provided in $2.2-3711oft the Virginia Code, Noj meeting shall be conducted through telephonic, video, electronic or other communication means where the members are not physically assembled to discuss or. transact public business, except as provided in $52.2-3708 or 2.2-3708.1 ofthe  with the Virginia- Freedom. of Information Act (Va. Code T sent by the Secretary or its designee to the" Trustees.  hn :  . N  Virginia Code.  Section 507, 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. Commonwealth of Virginia,  excluding Virginia's law.governing the conflict of laws. Section 508. SITUSOF THE TRUST.  The situs of the trust or trusts created hereby is the Commonwealth of) Virginia. All questions pertaining to its validity, construction; and administration shall be determined in accordance with the laws of the Commonwealth of) Virginia. Venue for any action regarding this Agreement is the City of Richmond,  Virginia.  Section 509. 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 theywere also used in the plural form in all situations where they-would so apply, and whenever any words are used in this Agreement int the plural form, they shall be construed. as though they were also  in the singular form in all situations where they would so apply.  Section 510. CONFLICT.  Inr resolving any conflict among provisions of this Agreement and inresolving any other uncertainty as to    the meaning ori intention of any provision of the Agreement, the interpretation that () causes the Trust Fund tol be exempt from tax under Code Sections 115 and 501(a), and (i) causes the participating Plan and the Trust Fund to comply with all applicable requirements of law shall prevail over any different interpretation.  Section 511. NOGUARANTEES  Neither the Administrator nor the Trustees guarantee the Trust Fund from loss or depreciation or for the paymentofa any amount which. may! become due to any person under any participating Plan ort this  Agreement.  Section 512. PARTIES. BOUND: NO THIRD PARTY RIGHTS.  This Agreement and the Trust. Joinder Agreements, when properly executed and accepted as provided hereunder, shall be binding only upon the parties hereto, ie., the Board of Trustees, the Administrator and thel Participating Political Subdivisions. Neither the establishment of the Trust nor any modification thereof, nor the création of any fund or account shall be construed as giving to any person any! legal ore equitable right against the Trustees, or any officer or employee thereof, except as may otherwise be provided in this Agreement. Under no circumstances shall the term ofemployment of any Employee be modified or in any  way affected by this Agreement.  Section 513. NECESSARY PARTIES TO DISPUTES.  Necessary parties to any accounting, litigation or other proçeedings relating to this Agreement shall include only the Trustees and the Administrator. The settlement or judgment in any such case in which the Trustees are duly served or cited shall be binding upon all Participating Political Subdivisions and upon all  persons claiming by, through or under them. Section 514. SEVERABILITY.  lfany provision of this Agreement shall be held bya a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Agreement shall continue to be fully effective. Ifany provision of the. Agreement is held to violate the Code or to be illegal or invalid for any other reason, that provision shall be deemed to be null and void, but the invalidation oft that provision shall not otherwise  affect the trust created by this Agreement.  Approved by Board of Trustees, September 13, 2013 Amended by Board of Trustees, January 24, 2014 Amended by! Board of Trustees, June 19, 2015 Amended by Board of Trustees, September. 23, 2016 Amended by Board of Trustees, January 29, 2021  [SIGNATURE PAGEFOLLOWS)    J5 TRUSTJOINDER: AGREEMENT 5  FORPARTICIPATINGPOLITICAL SUBDIVISIONS INT THE tw VACO/VML VIRGINIAINVESTIMENT POOL,  5  THIS TRUST ONDERACREEMENTImase byand between the Treasucerchelinvesmen Officer Subdivision"), and the Board of Trustees (herein collectively referred to as the "Trustees") of the VACONML  oft the Officer"), the  saiut 12. 7:6.  Mirginia (herein referred to as the. Treasurer/Chief Investment Virginia (herein referred to as the "Participating. Political  Virginia Investment Pool (herein referred to asthe.Trust Fund")-  WITNESSETH:  WHEREAS,   the goveming. body oft the Participating Political Subdivision desires toy participate in atryst  for the pympose of investing monies belonging to or within its control, other than sinking funds, in investments and/or resolution (a certified copy of which is attached hereto as Exhibit A) to authorize participation in the Trust Fund and has designated the Treasurer/Chief, Inyestment Officer to serve as the trustee of. the Participating Political Subdivision with respect to the Trust Fund and to determine what funds under the Treasurer's/Chief. Investment. Officer's control shall be invested. in the Trust Fund, and has authorized the WHEREAS, the "Trust Fund, in accbrdance with the ters of théVACOVML Virginià Investment Pool Trust Fund Agreement (the "Agreement"), provides administrative, custodial and investmént services to the  authorized ynder Section, 2.2-4501 oft the Virginia Çode; and.  WHEREAS, t. the governing *  body of the Participating Political Subdivision has adopted, an, ordinance  Treasurer/Chief investment Officer to enteri intot this" Trust, Joinder Agreement; and'  DT  Participating Political Subdivisions in the Trust Fund; and  WHEREAS, the Treasurer/Chief Investment Officer, upon the authorization of the governing body of.  Virginià, desires to submit this Trust Joinder Agreement to the Trustees to Virginia, to'bécome à Participating Political Subdivision in the Trust  enable  n0  Fund and aj party tot the Agreement. parties hereto, iti is agreed as follows:  Li  NOW, THEREFORE, in consideration of the mutual covenants and agreements flowing to each of the 1. Pursuant to the Board of Trustees' acceptance of this Trust Joinder Agreement, the inthe Agreement, and the Treasurer/Chief Investment Officèr is authorized to enter into this Trust Joinder  Virginia, is al Participating Political Subdivision int the Trust Fund, asprovided  Agreement, and to represent and vote the beneficial interest of  Virginia, in the Trust  Fund in accordance with the Agreement. to them under the Agreement.  2. Capitalized' terms not otherwise defined in this' Trust. Joinder Agreement have the meaning given 3. The Treasurer/Chief Investment Officer shall cause appropriations designated by the Participating Political Subdivision for deposit in the Trust Fund to be deposited into a depository designated by 4. The Treasurer/Chief Investment Officer shall timely remit, or timely approve the remittance of, administrative fees as may be due and payable by the Participating Political Subdivision under the Agreement 5. The Participating Political Subdivision shall have no right, title or interest in or to any specific' assets oft the Trust Fund, but shall have an undivided beneficial interesti in the Trust Fund; however, there shall  the Trustees.  into a depository designated by the Trustees.  be a specific accounting of assets allocable to the Participating Political Subdivision.    6. The Treasurer/Chief Investment Officer shall provide to the Administrator designated by the Trustees all relevant information reasonably requested by the Administrator for the administration of the Participating Political Subdivision's investment, and shall promptly update all such information. The Treasurer/Chief Investment Officer shall certify said information to! be correct to the best of his/her knowledge, and the Trustees and the Administrator shall have the right to rely on the accuracy of said information in  performing their contractual responsibilities.  7. The Trust Fund shall provide administrative, custodial and investment services to the 8. The Trustees and the Administrator, in accordance with the Agreement and the policies and procedures established by the Trustees, shall periodically report Trust activities to the Participating Political 9. The Treasurer/Chief Investment Officer and thel Participating! Political Subdivision agree to abide by and be bound by the terms, duties, rights and obligations as set forthi int the Agreement, as may be amended by the Trustees, which is attached hereto andi is made a part of this Trust Joinder Agreement. 10. The Treasurer/Chief Investment Officer, in fulfillment of his/her duties as the trustee of the Participating Political Subdivision, retains the services oft the Investment Manager or Managers selected 11. The term of this Trust Joinder Agreement shall be indefinite. The Treasurer/Chief Investment Officer may terminate this Trust. Joinder Agreement on behalf of thel Participating Political Subdivision notice in writing tot the Trustees. Termination shall be governed by the provisions oft the Agreement. by giving IN WITNESS WHEREOF, the Treasurer/Chief Investment Officer has caused this Trust Joinder  Participating Political Subdivision in accordance with the Agreement.  Subdivision on a timely basis.  Trustees pursuant to the Agreement.  byt the  Agreement to be executed this  day of  20_  TREASURER/CHIEF INVESTMENT OFFICER OF  VIRGINIA  ATTEST:  Claudiuglimp  **** ACCEPTANCE:  VACO/VML VIRGINIA INVESTMENT POOL  By:    - S 8 e à 3 1 1 t t E 3  e  I  L  1 I  AA  E 3    o S B E  a a 6 E A < o 4 * 2   00 2 De 6 E s 1 t  NN E 5 e 9 a  Nr  <  x 1 E E I 8 & - f '3  a X a o E S & a  S - 6 3 o  W