HomeMy WebLinkAbout2008-02-27 - City Commission Regular Meeting MinutesCITY OF TAMARAC
REGULAR CITY COMMISSION MEETING
CITY HALL CHAMBERS
WEDNESDAY FEBRUARY 27, 2008
CALL TO ORDER: Mayor Flansbaum-Talabisco called the regular meeting of the CitX
Commission to order at 9:00 a.m. in Chambers, at Tamarac City Hall, 7525 NW 88t
Avenue, Tamarac, FL 33321.
PRESENT: Mayor Beth Flansbaum-Talabisco, Vice Mayor Marc L. Sultanof,
Commissioner Edward C. Partner, Commissioner Patte Atkins -Grad, and Commissioner
Harry Dressler.
ALSO PRESENT: City Manager Jeffrey L. Miller, Assistant City Attorney D. J. Doody,
and City Clerk Marion Swenson.
PLEDGE OF ALLEGIANCE: Commissioner Patte Atkins -Grad led the pledge of
allegiance. Mayor Flansbaum-Talabisco called for a moment of silence in memory of
Building Director Gary Jones, who passed away on Friday.
INTRODUCTION
1. PROCLAMATIONS AND PRESENTATIONS:
a. Presentation of a check by the Mayor, City Commission and Employees of the
City of Tamarac, in the amount of $12,927.64 to the United Way of Broward County,
representing the City of Tamarac's 2007 Employee Campaign total. Mr. Richard
Sutherland accepted on behalf of the United Way. Community Development Director
Bramley recognized the United Way Committee and congratulated City staff on a
successful campaign.
b. Presentation by Mayor Flansbaum-Talabisco of a proclamation recognizing
Lieutenant/Paramedic Steven J. Gotha as "2007 City of Tamarac Firefighter of the
Year'. Lt. Gotha accepted and Fire Chief Budzinski explained the nomination and
selection process for this prestigious award.
C. Presentation of a Proclamation by Mayor Flansbaum-Talabisco acknowledging
"2-1-1" Day. Danielle Sylvester accepted.
d. Presentation of a Proclamation by Mayor Flansbauni=Talabisco proclaiming
March as "Purchasing Month". Purchasing/Contract Manager Glatz accepted.
e. Presentation by Mayor Flansbaum-Talabisco of Employee Service Awards:
5-Year Awards:
Anand Bhagwandeen, Groundskeeper Crewleader, Public Works and Michelle Zimmer,
Recreation Superintendent, Parks & Recreation
February 27, 2008
Page 1 of 9
10-Year Award:
Bambi Dietz, Firefighter/Paramedic, Fire Rescue
20-Year Awards:
Richard Cravero, Jr. Lt/Paramedic, Fire Rescue, John Gaul, III, Driver/Engineer/EMT,
Fire Rescue, William Hughes, Jr., Firefighter/EMT, Fire Rescue, Philip Mordente,
Driver/Engineer/Paramedic, Fire Rescue, Duane Pierce, Lt/Paramedic, Fire Rescue,
and Steven Ward, Driver/Engineer/EMT, Fire Rescue.
RFPnRTA
2. City Commission: Mayor Flansbaum-Talabisco spoke of the passing of Building
Director Gary Jones and said funeral services will be held this afternoon at 3:00 p.m. in
Plantation. Mayor Flansbaum-Talabisco congratulated City Manager Miller upon his re-
election as president of the BCCMA for the 2nd year in a row. Mayor Flansbaum-
Talabisco said she received a press release from the U.S. Conference of Mayors,
updating what is happening in the mortgage/foreclosure arena, along with
recommendations the U.S. Conference of Mayors want enacted by Congress: reform
FHA so the agency can help more borrowers facing default and foreclosure; increase
CDBG funding to help stabilize neighborhoods; and promote the national counseling
hotline for mortgage assistance: 1-888-995-HOPE. Mayor Flansbaum-Talabisco added
at the Mayor and City Commission retreat they will discuss the issue of foreclosures.
Commissioner Portner reported the City of Tamarac spent a total of $366,000.50 on
Hurricane Wilma. Commissioner Portner spoke of several auspicious dates in our
country's history: in 1922 women were granted the right to vote; in 1951 presidents
were limited to two terms; in 1960 the U.S. Hockey Team beat Russia to take first place
in the Olympics. Commissioner Portner congratulated Prestige Homes for going ahead
with building in the Mainlands. Commissioner Portner said at the next workshop
meeting he intends to give an in-depth report on his trip to Washington, D.C.
Mayor Flansbaum-Talabisco explained in its decision not to waive fees, this
Commission did not prevent the Chaits from moving forward with their project.
Commissioner Atkins -Grad said she has been busy with meetings and educational
committees. Last night she attended a town hall meeting in Coral Springs, where she
saw Representatives Ari Porth and Jim Waldman.
Vice Mayor Sultanof said speaking is a right but degrading is not a right. It is not easy
to run a City of 60,000 people; it is not easy to explain the effects of Amendment #1 on
Tamarac and other cities throughout the County. This Amendment deprived us of
money for services, but through the efforts of our commission and staff we have been
able to package things in such a manner that we will be able to keep services going for
our residents. No one will lose their job; however, vacant positions will not be filled. We
are all members of the human race and we live in the finest and fastest growing City in
Broward County. We must look at the positive side of things.
February 27, 2008
Page 2 of 9
Commissioner Dressier congratulated Purchasing/Contracts Manager Glatz and the
purchasing team, as well as Fire Chief Budzinski and the Fire/Rescue staff on the
receipt of their awards. Commissioner Dressler extended condolences to the Jones
family.
3. City Attorney: Assistant City Attorney Doody had no report.
4. City Manager: City Manager Miller spoke of the viewing for Building Director
Jones that he and many staff members attended last night. City Manager Miller said the
Building Department would close at 2:00 p.m. today to allow for staff to attend Mr.
Jones' funeral.
5. PUBLIC PARTICIPATION: Odiel Feyers, 7421 NW 70 Avenue, Tamarac,
thanked BSO for monitoring traffic and thanked the Mayor and City Commission for their
assistance.
Ben Roberts, 5002 NW 58 Street, Tamarac, commended BSO on the way they handle
things in Section 7; in particular Deputy Orlando for his attention to vehicles that park in
the right of way overnight.
Joe Schreiber, 10504 Clairmont Circle, Tamarac, asked if Item 6(h) could be pulled so
an explanation could be given to the audience. Mayor Flansbaum-Talabisco responded
this item was discussed at Monday's workshop, but it can be pulled for discussion.
Terry Hobmeier, 10700 NW 71 Place, Tamarac, spoke on the following: asked that the
bus service be revisited; spoke of medical treatment being given to the soldiers and the
need for State hospitals; said gun shops and liquor stores need to make sure they
check I.D.'s before selling their items; Representative Ari Porth has a district booklet
that is available for anyone who calls his office. Commissioner Portner agreed
conditions are deplorable for veterans of this war.
CONSENT AGENDA
6. Mayor Flansbaum-Talabisco asked that Item 6(h) be pulled for discussion.
Commissioner Dressler seconded by Commissioner Atkins -Grad moved approval of all
items on the consent agenda except for Item 6(h), which was pulled for discussion. On
roll call, Vice Mayor Sultanof voted "yes", Commissioner Dressler "yes", Commissioner
Atkins -Grad "yes", Commissioner Portner "yes", and Mayor Flansbaum-Talabisco "yes".
Motion carried.
a. APPROVE the minutes of the February 13, 2008 Regular City Commission
meeting.
APPROVED
b. APPOINTING ONE RESIDENT TRUSTEE TO THE POLICE PENSION BOARD:
(TR11350) Appointing one resident trustee to the Police Pension Board for a two-year
term ending February 27, 2010 or until new appointments are made.
RESOLUTION NO. R2008-14
February 27, 2008
Page 3 of 9
C. APPOINTING ONE RESIDENT TRUSTEE TO THE FIREFIGHTERS' PENSION
BOARD: (TR11351) Appointing one resident trustee to the Firefighters' Pension Board
for a two-year term ending February 27, 2010 or until new appointments are made.
RESOLUTION NO. R2008-15
d. DISASTER RECOVERY INITIATIVE PARTNERSHIP PROGRAM - FIRST
AMENDMENT: (TR11338) Authorizing the Amendment of the Interlocal Agreement
between the City of Tamarac and Broward County to provide for funding for citywide
single -unit and multi -unit housing rehabilitation in the amount of $723,804 as part of the
2005 Community Redevelopment Block Grant Disaster Recovery Initiative from the
Florida Department of Community Affairs in order to provide for a reallocation of funds
into the City's Relocation Assistance Program.
RESOLUTION NO. R2008-16
e. SUPPORTING HB101 REGULATION OF SPECIFIC BREEDS OF DOGS:
(TR11362) Supporting House Bill 101, pertaining to the regulation of specific breeds of
dogs; urging municipalities throughout Broward County and the State of Florida to
support House Bill 101; urging greater efforts to educate the general public about the
dangers of vicious dogs; recognizing the efforts of the Tamarac division of the Broward
Sheriff's Office to enforce the City's code of ordinances as it relates to pit bulls and
further urging an enhanced enforcement of the code with regards to the registration and
insurance requirements for such dangerous animals; directing the City Clerk to transmit
a copy of this resolution to the Governor, the Broward Legislative delegation and other
members of the Florida legislature, as well as all municipalities located within Broward
County and the Board of County Commissioners for Broward County.
RESOLUTION NO. R2008-17
f. TAMARAC BUSINESS PARK — ASSSIGNMENT, ACCEPTANCE AND
ACKNOWLEDGEMENT OF AGREEMENT AND CONSENT TO ASSIGNMENT OF
THE WATER AND SEWER DEVELOPER'S AGREEMENT: (TR11345) Approving an
Assignment of the Water and Sewer Developer's Agreement with Industrial
Development Co. of America, LLLP, for the Tamarac Business Park Project to PPF
Industrial North Hiatus Road LLC. , approving an Acceptance and Acknowledgement of
Agreement and Consent to Assignment executed by PPF Industrial North Hiatus Road
LLC., and approving and executing an Acknowledgement of Agreement and Consent to
Assignment between Industrial Development Co. of America, LLLP, and PPF Industrial
North Hiatus Road, LLC., for the Tamarac Business Park Project located at 6200-6230
Hiatus Road.
RESOLUTION NO. R2008-18
g. MC -NAB BUSINESS PARK - ASSIGNMENT, ACCEPTANCE AND
_
ACKNOWLEDGEMENT OF AGREEMENT AND CONSENT TO ASSIGNMENT OF
THE WATER AND SEWER DEVELOPER'S AGREEMENT: (TR11346) Approving an
Assignment of the Water and Sewer Developer's Agreement with Industrial
Development Co. of America, LLLP, for the Mc -Nab Business Park Project to PPF
Industrial Mc -Nab Road LLC., approving an Acceptance and Acknowledgement of
Agreement and Consent to Assignment executed by PPF Industrial Mc -Nab Road LLC.,
and approving and executing an Acknowledgement of Agreement and Consent to
Assignment between Industrial Development Co. of America, LLLP, and PPF Mc -Nab
Road, LLC., for the Mc -Nab Business Park Project located on Mc -Nab Road West of
Nob Hill Road.
RESOLUTION NO. R2008-19
February 27, 2008
Page 4 of 9
h. AMENDING THE CITY OF TAMARAC INVESTMENT POLICY: (TR11347)
Revising the Investment Policy of the City of Tamarac to authorize the utilization of
certain investment instruments; to authorize the amending of the investment
parameters; to authorize the amending of the reporting standards; to authorize the
amending of the glossary; to authorize the amending of Finance to Financial Services.
PULLED FOR DISCUSSION
i. LIME BAY - SIDEWALK EASEMENT: (TR11354) Executing a sidewalk
easement with Lime Bay Condominium Association, for the NW Westwood Blvd. East
Sidewalk Project, authorizing and directing the City Clerk to record said agreement in
the public records of Broward County.
RESOLUTION NO. R2008-20
j. AMENDMENT OF NOTATION ON PLAT OF TAMARAC PARK RECREATION
PROJECT: (TR11359) Approving an Agreement for Amendment of Notation on the
"Multi -Purpose Center Plat" to accurately reflect the use of the platted property as
specified in Tract "A" of the Multi -Purpose Center Plat, according to the plat thereof as
recorded in Plat Book 145, Page 6 of the Public Records of Broward County, Florida;
located at 7501 N. University Drive (Case No. 50-MP-89).
RESOLUTION NO. R2008-21
k. PLANIMETRIC UPDATES TO THE CITY'S GIS MAP: (TR11353) Approving the
award of RFP No. 08-02R entitled "Planimetric Base Map Update" to BAE Systems
National Security Solutions for updates to the City's Planimetric Base Map; authorizing
the appropriate City officials to execute an agreement with BAE Systems National
Security Solutions for updates to the City's Planimetric Base Map for an amount not to
exceed $451,512 and a term not to exceed 24 months from date of City Commission
approval.
RESOLUTION NO. R2008-22
I. APPROVING PARTICIPATION IN THE FLORIDA SURPLUS ASSET FUND
TRUST: (TR11363) Granting the City Manager, or his or her designee, the authority to
take action as appropriate for the City to become a participant in the Florida Surplus
Asset Fund Trust; authorizing the City Manager to name a "Treasurer', pursuant to the
terms of the indenture of the Trust dated December 11, 2007, to oversee the City's
participation in the Trust; authorizing the investment of City funds in the Trust, subject to
funding availability and budgetary analysis.
RESOLUTION NO. R2008-23
M. APPOINTMENT OF TAMARAC'S MPO REPRESENTATIVE: (TR11361)
Accepting the resignation of Vice Mayor Marc Sultanof from the Broward Metropolitan
Planning Organization ("MPO"); appointing Commissioner Harry Dressler to replace the
Vice Mayor as a Municipal District 1 Representative on the MPO; directing the City
Clerk to transmit a copy of this resolution to the members of the MPO and the MPO
Executive Director.
RESOLUTION NO. R2008-24
h. AMENDING THE CITY OF TAMARAC INVESTMENT POLICY: (TR11347)
Revising the Investment Policy of the City of Tamarac to authorize the utilization of
certain investment instruments; to authorize the amending of the investment
parameters; to authorize the amending of the reporting standards; to authorize the
amending of the glossary; to authorize the amending of Finance to Financial Services.
Assistant City Attorney Doody read Temporary Resolution 11347 by title.
Commissioner Dressler seconded by Commissioner Atkins -Grad moved approval.
February 27, 2008
Page 5 of 9
Financial Services Director Chapman gave a presentation and introduced Bill Spivey,
FLSAFE. Commissioner Portner questioned Governor Crist's investigation into the SBA
and its effect on Tamarac. Financial Services Director Chapman assured the Mayor
and City Commission that it would have no effect on Tamarac. Vice Mayor Sultanof
confirmed the City of Tamarac did not lose any money in the SBA. Commissioner
Dressler said he sits on the Investment Advisory Board for the City of Tamarac and it
was the recommendation of the Investment Advisory Board that staff make an
adjustment to the investment policy. Commissioner Dressler commended Financial
Services Director Chapman and staff for being ahead of the curve with regard to the
SBA. Mayor Flansbaum-Talabisco added it was a unanimous vote of the Investment
Advisory Board to change the policy and at Monday's workshop meeting it was said that
Financial Services Director Chapman would keep the Mayor and City Commission
appraised of other investment opportunities as they arise. On roll call Vice Mayor
Sultanof voted "yes", Commissioner Dressler "yes", Commissioner Atkins -Grad "yes",
Commissioner Portner `yes", and Mayor Flansbaum-Talabisco "yes". Motion carried.
RESOLUTION NO. R2008-25
END OF CONSENT AGENDA
REGULAR AGENDA
ORDINANCE — FIRST READI
7. RE-ESTABLISHMENT OF THE AFFORDABLE HOUSING ADVISORY
COMMITTEE: (TO2158) Motion to adopt Ordinance on first reading amending Chapter
9 entitled "Health Sanitation and Nuisances", by amending Article IV entitled, "The Local
Housing Assistance Program"; to provide for the establishment of an Affordable
Housing Advisory Committee pursuant to the requirements of the State Housing
Initiatives Partnership Act; providing for codification. Assistant City Attorney Doody read
Temporary Ordinance 2158 on first reading by title. Commissioner Portner seconded
by Commissioner Atkins -Grad moved adoption. Community Development Director
Bramley gave a presentation. On roll call Commissioner Dressler voted "yes",
Commissioner Portner "yes", Vice Mayor Sultanof "yes", Commissioner Atkins -Grad
"yes", and Mayor Flansbaum-Talabisco "yes". Motion carried.
ADOPTED ON FIRST READING — FEBRUARY 27, 2008
PUBLIC HEARINGS 9:00 A.M. OR THEREAFTER
ORDINANCES — SECOND READINGS
QUASI-JUDICIAL HEARINGS
8. AMENDING PRIOR ZONING — SR DALE CENTER: (TO2157) Motion to adopt
Ordinance on second reading amending prior zoning of certain real estate property
otherwise known as SR Dale Center From B-1 (Neighborhood Business District) to B-2
(Community Business District), located at 6455 West Commercial Boulevard specifically
Parcel "C" of the Commercial Boulevard Lands according to the Plat thereof as
recorded in Plat Book 105 Page 34 of the Public Records of Broward County, Florida
February 27, 2008
Page 6 of 9
(Case No. 7-Z-07); providing for amendment of the official zoning map to reflect such
change. Assistant City Attorney Doody read Temporary Ordinance 2157 on first
reading by title. Commissioner Portner seconded by Commissioner Dressler moved
adoption. Assistant City Attorney Doody swore in those who wished to speak on this
item. Community Development Director Bramley gave a presentation. Commissioner
Atkins -Grad expressed concern that the temporary sign was not taken down after the
February 13 meeting, as requested. Graham Penn, Esq, appeared for the applicant
and said the sign was taken down, but the sign company applied for and told him they
were granted a sign permit for a temporary sign and they re -installed the temporary
sign. After discussion it was confirmed that the sign permit had, in fact, been issued.
Mayor Flansbaum-Talabisco confirmed the name of the restaurant is De Pirates Bay.
Commissioner Portner confirmed the Tamarac Code allows for liquor to be served until
2:00 a.m. and asked for a definition of upscale. Mr. Penn said entrees will range from
$15.00 - $20.00 and it will be Guayanese, Caribbean, Asian style food, to cater to the
Caribbean community in Broward County. Vice Mayor Sultanof asked if the owners had
another restaurant of this type elsewhere, and Mr. Penn said they do in Queens, New
York. Mayor Flansbaum-Talabisco opened the public hearing and with no one wishing
to speak, closed the public hearing. On roll call Commissioner Portner voted "yes", Vice
Mayor Sultanof "yes", Commissioner Atkins -Grad "yes", Commissioner Dressler "yes",
and Mayor Flansbaum-Talabisco "yes". Motion carried.
ORDINANCE NO. 0-2008-03
ADOPTED ON FIRST READING — FEBRUARY 13, 2008
ADOPTED ON SECOND READING — FEBRUARY 27, 2008
9. McNAB MARKETPLACE PROJECT - MAJOR REVISED SITE PLAN:
(TR11357) Motion to approve Resolution issuing Revised Development Order No. 303.1
and granting Major Revised Site Plan approval for the McNab Marketplace Project to
allow for the construction of a 3,850 square foot one (1) story building for retail use, to
be built on 1.29 acres of vacant land adjacent to the Winn Dixie Marketplace located on
McNab Road West of University Drive, specifically Parcel "A" of "University and McNab
Plat", according to the Plat thereof as recorded in Plat Book 169, Page 10 of the public
records of Broward County, Florida (Case No. 16-SP-07); providing for conditions of
approval. Assistant City Attorney Doody read Temporary Resolution 11357 by title and
swore in those wishing to speak. Commissioner Dressler seconded by Commissioner
Atkins -Grad moved approval. Community Development Director Bramley gave a
presentation and said the plat is restricted for retail and office use; no restaurant use is
permitted. This was discussed with and acknowledged by the applicant. Vice Mayor
Sultanof expressed concerns about any problems that may arise with the church with
regard to traffic, parking, ingress and egress, and the people of Concorde Village having
any objections to the project. Commissioner Dressler said he is very happy with the
landscape plan and hoped, from a green perspective, more businesses would use
awnings. Commissioner Dressler encouraged the applicant to join and look to the
Chamber of Commerce for assistance. Mayor Flansbaum-Talabisco questioned the
types of retail shops that would go into the building and Carlos Gomez, FIRC Group,
representing the owner said most of the inquiries have been for medical, beauty salon
and some retail; however, there is nothing concrete yet. Mayor Flansbaum-Talabisco
opened the public hearing and with no one wishing to speak, closed the public hearing.
On roll call Vice Mayor Sultanof voted "yes", Commissioner Atkins -Grad "yes",
February 27, 2008
Page 7 of 9
Commissioner Dressler "yes", Commissioner Partner "yes", and Mayor Flansbaum-
Talabisco "yes". Motion carried.
RESOLUTION NO. R2008-26
10. PALMS MEDICAL CAMPUS PROJECT - NEW DEVELOPMENT SITE PLAN
AND VARIANCE: (TR11358) Motion to approve Resolution issuing Revised
Development Order No. 286.3 and granting New Development Site Plan approval for
the Palms Medical Campus Project to allow for the construction of a total of 17,850
square feet to be divided among four (4) single story office buildings for use as a
medical office condominium campus, located at the northeast corner of NW 77th Street
and University Drive, specifically lots 24 and 25, Block 11 of "Lyons Commercial
Subdivision No. 3", according to the plat thereof as recorded in Plat Book 76, Page 31
of the Public Records of Broward County, Florida; (Case No. 23-SP-07) providing for
conditions of approval. Assistant City Attorney Doody read Temporary Resolution
11358 by title. Commissioner Dressler seconded by Commissioner Atkins -Grad moved
approval. Assistant City Attorney Doody swore in those who wished to speak.
Community Development Director Bramley gave a presentation and said the Planning
Board discussed traffic circulation and staff has required, as a condition of approval, the
applicant approach Broward County to assure the traffic light is operating at optimum
level and the applicant is to perform a traffic study six months after issuance of the last
C.O. Vice Mayor Sultanof expressed concern about the project abutting Merrill
Gardens. Commissioner Dressler said this is one of the most aesthetically pleasing
designs he has seen and it is consistent with what we want in order to give Tamarac an
upscale appearance. Commissioner Atkins -Grad and Mayor Flansbaum-Talabisco
agreed. Mayor Flansbaum-Talabisco said traffic lights are not the only solution to traffic
and we can explore other methods. Mayor Flansbaum-Talabisco questioned the
handicapped parking and Eric Mills, Virtual Design Group, representing the owner said
four handicapped spaces are needed and six are provided. Mayor Flansbaum-
Talabisco questioned the hours of operation and the lights shining on the residents'
properties. Mr. Mills replied regular doctor office hours will be kept and Joe Vitolo,
Owner Courtyard Construction, developer of the project said there is no ingress/egress
at the rear of the property. Mr. Mills explained the lighting will not affect the homes;
there will be no lights within 20' of the rear wall of the property. Commissioner Dressler
asked if the homeowners association for the abutting homes was notified and
Community Development Director Bramley said everyone within 400' of the property
were notified. Mayor Flansbaum-Talabisco opened the public hearing and with no one
wishing to speak, closed the public hearing. On roll call Commissioner Atkins -Grad
voted "yes", Commissioner Dressler "yes", Commissioner Portner "yes", Vice Mayor
Sultanof "yes", and Mayor Flansbaum-Talabisco "yes". Motion carried.
RESOLUTION NO. R2008-27
February 27, 2008
Page 8 of 9
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END OF QUASI-JUDICIAL HEARINGS
END OF PUBLIC HEARINGS
There being no further business to come before the Mayor and City Commission, Mayor
Flansbaum-Talabisco adjourned the regular meeting of the City Commission at 11:15
a.m.
Marion Swenson, CIVIC
City Clerk
February 27, 2008
Page 9 of 9
Beth Flansbaum-Talabisco,
Mayor
Exhibit A
INDENTURE OF TRUST
Florida Surplus Asset Fund Trust
Dated as of
December 11, 2007
{01209056;7}
INDENTURE OF TRUST
THIS INDENTURE OF TRUST (this "Indenture of Trust"), dated as of December 11, 2007, is
made by and among Tradition Community Development District No. 1, Tradition Community
Development District No. 2, and Tradition Community Development District No. 3, hereafter
referred to as the "Initial Participants."
WITNESSETH
WHEREAS, Sec. 218.415, Fla. Stat., authorizes units of local government to invest and reinvest
public funds in excess of the amounts needed to meet current expenses in certain enumerated
investments, in any other investments authorized by the municipality or county by law or by
ordinance or by a school district or special district by law or by resolution, and in addition
authorizes units of local government to invest and reinvest such surplus public funds in any
intergovernmental investment pool authorized pursuant to the Florida Interlocal Cooperation
Act, as provided in Sec. 163.01, Fla. Stat.;
WHEREAS, Sec. 163.01, Fla. Stat., authorizes a political subdivision, agency, or officer of the
State of Florida, including but not limited to state government, county, city, school district,
single and multipurpose special district, single and multi purpose public authority, metropolitan
or consolidated government, a separate legal entity or administrative entity created under
subsection (7) of Section 163.01, Fla. Stat., or an independently elected county officer (each of
the foregoing a "Local Government Entity" or "Entity"), to exercise jointly with any other Entity
any power, privilege, or authority which such Entities share in common and which each might
exercise separately;
WHEREAS, Section 163.01, Fla. Stat., further authorizes such public agencies to enter into
contracts in the form of interlocal agreements to accomplish such purposes;
WHEREAS, it is the intent of the Initial Participants to create an intergovernmental investment
pool pursuant to Sections 163.01 and 218.415, Fla. Stat. and that this Indenture of Trust serve as
an interlocal agreement for such purpose under Section 163.01, Fla. Stat.;
WHEREAS by resolutions duly adopted, Tradition Community Development District No. 1,
"Tradition Community Development District No. 2, and Tradition Cominanity Development
District No. 3, respectively, found the creation of an intergovernmental investment pool pursuant
to this Indenture of Trust serves a governmental purpose for said Entities and would therefore be
in the best interests of said Entities, their officials, officers, and citizens in that such a program
would offer diversified and professionally managed portfolios to meet investment needs, would
result in economies of scale that would create greater purchasing powers, and would thereby
lower the costs traditionally associated with the investment of the assets of said Entities;
(0120905617)
WHEREAS, each of the Initial Participants has duly taken all official action necessary and
appropriate to become a party to this Indenture of Trust and perform hereunder, including,
without limitation, the establishment of a written investment policy and the passing of any
ordinances, resolutions or taking of other actions required under Section 218.415, Fla. Stat. and
other applicable law and regulations;
WHEREAS, it is proposed that the beneficial interest in the assets of the trust fund created
pursuant to the provisions of this Indenture of Trust shall be divided into non -transferable shares
of beneficial interest, which shall be evidenced by a share register maintained by the Trustee or
its agent, the Administrator (each as defined herein); and
WHEREAS, the Initial Participants anticipate that other Local Government Entities may wish to
become Participants (as defined herein) by adopting this Indenture of Trust and thus becoming a
party hereto;
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements
contained herein, the parties hereto, now and hereafter added pursuant to the provisions herein,
mutually undertake, promise and agree for themselves, their respective representatives,
successors and assigns that all moneys, assets, securities, funds and property now or hereafter
acquired by the "Trustees, their successors and assigns under this Indenture of Trust shall be held
and managed in trust for the equal and proportionate benefit of the holders of record from time to
time of shares of beneficial interest herein, without privilege, priority or distinction among such
holders, and subject to the terms, covenants, conditions, purposes and provisions hereof as
follows:
ARTICLE I
The Trust
1.1 Establishment; Name.
A common law trust is hereby established under this Indenture of Trust and shall be called the
"Florida Surplus Asset Fund Trust" (the "Trust"). So far as may be practicable, the Trustees shall
conduct the Trust's activities, execute all documents and sue or be sued under that name, which
name (and the word "Trust") wherever used in this Indenture of Trust, except where the context
otherwise requires, shall refer to the Trustees in their capacity as Trustees, and not individually
or personally, and shall not refer to the officers, agents, employees, counsel, advisors,
consultants, or accountants of the Trustee, nor shall such terms refer to the Participants. Should
the Trustees determine that the use of such name is not practicable, legal or convenient, they may
use such other designation or they may adopt such other name for the Trust as they deem proper,
and the Trust may hold property and conduct its activities under such designation or name. The
Trustees shall take such action as they, acting with the advice of counsel, shall deem necessary or
appropriate to file or register such name in accordance with the laws of the State of Florida or the
United States of America so as to protect and reserve the right of the Trust in and to such name.
{01209056:7)
1.2 Puraose: Participant Keauirements; Chanees of Incumbenev.
(a) The purpose of the Trust is to provide a surplus funds trust fund in accordance with statute
through which a Local Government Entity may pool any moneys in its treasury, which are not
immediately required to be disbursed, with the same such moneys in the treasury of any other
Local Government Entity, in order to take advantage of short-term investments and maximize net
interest earnings in accordance with the provisions of Sections 218,415 and 163.01, Fla. Stat., or
other laws of the State of Florida, from time to time in effect, governing the investment of
moneys in the treasury of a Local Government Entity, and as extensively as allowed by law. No
Participant shall be required to appropriate any funds or levy any taxes to establish the Trust. The
Board of Trustees may provide for the payment or repayment of any establishment expenses
from the earnings of the Trust.
(b) Only those Local Government Entities who have adopted this Indenture of Trust and have
complied with the provisions of this Section 1.2 and Section 14.6 hereof may become
Participants. The Treasurer empowered to invest funds of each Local Government Entity shall be
the legal representative to act for and on behalf of such Local Government Entity for purposes of
this Indenture of Trust and as such shall be a member of the Board of Participants, which is
vested with the authority to supervise the Trust and elect the Trustees to act as fiduciary on its
behalf.
(c) Each Local Government Entity adopting this Indenture of Trust, and otherwise complying
with the provisions of Sections 1.2 and 14.6 hereof, shall become a Participant only upon
depositing into the Trust the minimum total investment as that amount is set from time to time by
the Trustees. Initially and until changed by affirmative action of the Trustees, the minimum total
investment shall be $1.00 for each account. Whenever the balance in a Participant's account is
less than the minimum established by the Trustees, the Trustees may redeem the shares and close
the account, provided that thirty days (30) prior notice is given to such Participant. If the
Trustees change the minimum total investment to an amount greater than the investment of any
Participant at the time that such change becomes effective, the investment of such Participant
shall not be redeemed without such Participant's consent.
(d) In the event that a Treasurer shall die, resign, or be removed from his office or his office shall
otherwise become vacant, or he shall no longer be authorized to act on behalf of such Participant
as a Treasurer, any funds placed by him in the Trust shall be held hereunder for the benefit of the
Local Government Entity for which he was acting at the time the vacancy or termination of
authority occurred. Any Treasurer assuming office as such either to fill a vacancy in such office
or to begin a new term following the expiration of the term in office of his predecessor, or
otherwise becoming authorized to act as Treasurer on behalf of such Participant, shall be the
succeeding legal representative of the Local Government Entity by filing written notification of
such with the Trustees in a form acceptable to the Trustees.
1.3 Location.
The Trust shall maintain an office of record in the State of Florida and may maintain such other
offices or places of business as the Trustees may from time to time determine. The initial office
of record of the Trust shall be: Florida Surplus Asset Fund Trust, 3452 Lake Lynda Drive, Suite
{01209056;71
365, Orlando, Florida 32817. The office of record may be changed from time to time by
resolution of the Trustees, and notice of such change of the office of record shall be given to
each Participant.
1.4 Nature and Indenture of Trust; Interlocal Agreement; Filing of Indenture of Trust.
(a) The Trust shall be a common law trust organized and existing under the laws of the State of
Florida. The Trust is not intended to be, shall not be deemed to be, and shall not be treated as, a
general partnership, limited partnership, joint venture, corporation, investment company or joint
stock company. The Participants shall be beneficiaries of the Trust, and their relationship to the
Trustees shall be solely in their capacity as Participants and beneficiaries in accordance with the
rights conferred upon them hereunder.
(b) This Indenture of Trust is an agreement of indefinite term regarding the deposit, redeposit,
investment, reinvestment and withdrawal of surplus public funds within the meaning of Section
218.415, Fla. Stat.
(c) This Indenture of Trust is an interlocal agreement within the meaning Section 163.01, Fla.
Stat. This Indenture shall be filed as provided in Section 12.01 hereof.
1.5 Definitions.
As used in this Indenture of Trust, the following ternns shall have the following meanings unless
the context hereof otherwise requires:
"Administrator" shall mean any Person or Persons appointed, employea or contracted with by the
Trustees under the applicable provisions of Section 3.1 hereof.
"Administration Agreement" shall mean the agreement with the AdminiArator referred to in
Section 3.3 hereof as the same may be amended from time to time. The Administration
Agreement and the Investment Advisory Agreement may be contained in the same agreement.
"Advisor" shall mean any Person or Persons appointed, employed or contracted with by the
Trustees under the applicable provisions of Section 3.1 hereof.
"Affiliate" shall mean, with respect to any Person, another Person directly or indirectly
controlled, controlled by or under common control with such Person, or any officer, director,
partner or employee of such Person.
"Board of Participants" shall mean the group of Treasurers of the respective Participants which is
vested with the authority to supervise the Trust and elect the Trustees.
"Board of Trustees" shall mean the Trustees of the Trust.
"Custodian" shall mean any Person or Persons appointed, employed or contracted with by the
Trustees under the applicable provisions of Section 11.2 hereof.
(01209056:71 4
"Indenture of Trust" shall mean this Indenture of Trust as amended, restated or modified from
time to time, pursuant to the terms hereof. References in the Indenture of Trust to "Indenture,"
"hereof," "herein," "hereby" and "hereunder" shall be deemed to refer to the Indenture of Trust,
as amended, and shall not be limited to the particular text, article or Section in which such words
appear unless otherwise stated.
"Information Statement" shall mean the information statement or other descriptive document or
documents adopted as such by the Trustees and distributed by the Trust to Participants and
potential Participants of the Trust as the same may be amended by the Trustees from time to
time.
"Initial Participants" shall mean those local government entities which have executed and
adopted this Indenture of Trust as of the date of its establishment.
"Investment Advisory Agreement" shall mean the agreement with the Advisor referred to in
Section 3.2 hereof as the same may be amended from time to time. The Investment Advisory
Agreement and the Administration Agreement may be contained in the same agreement.
"Laws" shall mean common law and all ordinances, statutes, rules, regulations, orders,
injunctions, decisions, opinions or decrees of any government or political subdivision or agency
thereof, or any court or similar entity established by any thereof.
"Local Government Entity" or "Local Government Entities" means a political subdivision,
agency, or officer of the State of Florida, including but not limited to state government, county,
city, school district, single and multipurpose special district, single and multi purpose public
authority, metropolitan or consolidated government, a separate legal entity or administrative
entity created under subsection (7) of Section 163.01, Fla. Stat., or an independently elected
county officer.
"Non -Treasurer Trustee" means a Trustee appointed hereunder that is not a Treasurer of one of
the Participants.
"Participants" shall mean the Local Government Entities which are the Initial Participants and
the Local Government Entities which adopt this Indenture of Trust pursuant to Section 14.6
hereof.
"Permitted Investments" shall mean the investments of the type and nature defined as such in the
Permitted investments List.
"Permitted Investments List" shall mean the list of authorized investments for the Trust adopted
as such by the Participants and distributed by the Trust to potential Participants of the Trust, as
the same may be modified or amended from time to time as provided in Section 13.1 of this
Indenture of Trust.
"Person" shall mean and include individuals, corporations, limited partnerships, general
partnerships, joint stock companies or associations, joint ventures, associations, companies,
{01209056;7}
trusts, banks, trust companies, land trusts, business trusts or other entities (whether or not legal
entities) and governments and agencies and political subdivisions thereof.
"Share" shall mean the unit used to denominate and measure the respective Pro Rata beneficial
interests of the Participants in the Trust Property as described in Article° VI.
"Share Register" shall mean the register of Shares maintained pursuant to Article VIl hereof.
"Treasurer" shall mean the treasurer, chief financial officer, or other local official who is
properly authorized to invest the respective Local Government Entity's surplus public funds or as
provided by statute.
"Trust" shall mean the common law trust created by this Indenture
"Trust Property" shall mean, as of any particular time, any and all property, real, personal or
otherwise, tangible or intangible, which is transferred, conveyed or paid to the Trust or Trustees
and all income, profits and gains therefrom and which, at such time, is owned or held by, or .for
the account of, the Trust or the Trustees.
"Trustees" shall mean the Persons who become fiduciaries of the Trust pursuant to Article IX
hereof.
ARTICLE 11
Trust Operations
2.1 General.
(a) Powers of the Board of Participants. The Board of Participants shall have full, exclusive and
absolute power of supervision over the Trust and the Board of Trustees, including the power to
monitor and supervise the operation of the Trust. The Board of Participants has the full
exclusive and absolute power and authority to amend this Indenture of Trust, as provided in
Article VIII, to direct the investments of the Trust through the amendment ol'the Trust, to elect
the Board of Trustees and to terminate the Trust, as well as all other powers provided herein. The
Board of Participants does hereby direct that the Trust shall be administered by a Board of
Trustees elected from the Board of Participants as provided herein, subject to all rights of
Participants stated in the Indenture of Trust and subject to all other restrictions set forth in this
Indenture of Trust.
(b) Powers of the Board of Trustees. Subject to the rights of the Participants as provided herein,
the Trustees shall be the investment officer of the Trust and shall have authority over the Trust
Property and the affairs of the Trust to administer the operation of the Trust, subject to the
requirements and restrictions of this Indenture of Trust. The Trustees may do and perform such
acts and things as in their judgement and discretion, subject to the requirements and restrictions
of this Indenture of Trust, are necessary and proper for conducting the affairs of the Trust or
promoting the interest of the Trust and the Participants. The enumeration of any specific power
or authority herein shall not be construed as limiting the aforesaid general power or authority or
any specific power or authority. The Trustees may exercise any power authorized and granted to
tag 2ososs;7) 6
them by this Indenture of Trust. Such powers of the Trustees may be exercised without the
necessity of any order of, or resort to, any court.
2.2 Permitted investments.
The Trustees shall have full and complete power, subject in all respects to Article IV hereof:
(a) To conduct, operate and provide an investment program for the pooling of surplus public
funds of Local Government Entities to take advantage of short-term investments and maximize
net interest earnings;
(b) For such consideration as they may deem proper and as may be required by Law, to subscribe
for, invest in, assign, transfer, exchange, distribute and otherwise deal in or dispose of Permitted
Investments; and
(c) To contract for, and enter into agreements with respect to, the purchase and sale of Permitted
Investments.
2.3 Legal Title.
(a) Legal title to all of the Trust Property shall be vested in the Trustees on behalf of the
Participants, who shall be the beneficial owners except that the Trustees shall have full and
complete power to cause legal title to any Trust Property to be held, on behalf of the Participants,
by or in the name of the Trust, or in the name of any other Person as nominee, on such terms, in
such manner, and with such powers as the Trustees may determine, so long as in their judgment
the interest of the Trust is adequately protected in accordance with reasonable and customary
practices.
(b) The right, title and interest of the Trustees in and to the Trust Property shall vest
automatically in all persons who may hereafter become Trustees upon their due election and
qualification without any further act. Upon the resignation, disability, removal, adjudication as
an incompetent, or death of a Trustee he (and in the event of his death, his estate) shall
automatically cease to have any right, title or interest in or to any of the 'Crust Property, and the
right, title and interest of such Trustee in and to the Trust Property shall vest automatically in the
remaining Trustees without any further act.
2.4 Disposition of Assets.
Subject in all respects Article IV hereof, the Trustees shall have full and complete power to sell,
exchange or otherwise dispose of any and all Trust Property free and clear of any and all trusts
and restrictions, at public or private sale, for cash or on terms, with or withotit advertisement, and
subject to such restrictions, stipulations, agreements and reservations as they shall deem proper,
and to execute and deliver any deed, power, assignment, bill of sale, or other instrument in
connection with the foregoing including giving consents and making contracts relating to Trust
Property or its use.
{O1209056.71 7
2.5 Taxes.
The Trustees shall have full and complete power:
(a) To pay all taxes or assessments, of whatever kind or nature, validly and lawfully imposed
upon or against the Trust or the Trustees in connection with the Trust Property or upon or against
the Trust Property or income or any part thereof;
(b) To settle and compromise disputed tax liabilities; and
(c) For the foregoing purposes to make such returns and do all such other acts and things as may
be deemed by the Trustees to be necessary or desirable.
2.6 Rights as Holders of Trust Property.
The Trustees shall have full and complete power to exercise on behalf of the Participants all of
the rights, powers and privileges appertaining to the ownership of all or any Permitted
Investments or other property forming part of the Trust Property to the same extent that any
individual might, and, without limiting the generality of the foregoing, to vote or give any
consent, request or notice or waive any notice either in person or by proxy or power of attorney,
with or without the power of substitution, to one or more Persons, which proxies and powers of
attorney may be for meetings or actions generally, or for any particular meeting or action, and
may include the exercise of discretionary powers.
2.7 Delegation: Committees.
The Trustees shall have full and complete power (consistent with their continuing exclusive
authority over the management of the Trust, the conduct of its affairs, their duties and obligations
as 1'rustees, and the management and disposition of the Trust Property) to delegate from time to
time to such one or more of their number (who may be designated as constituting a Committee of
the Trustees) or to officers, employees or agents of the Trust (including, without limitation, the
Administrator, the Advisor and the Custodian) the doing of such acts and things and the
execution of such instruments either in the name of the Trust, or the names of the Trustees or as
their attorney or attorneys, or otherwise as the Trustees may from time to time deem expedient
and appropriate in the furtherance of the business affairs and purposes of the Trust.
2.8 Collection Powers.
The Trustees shall have full and complete power:
(a) To collect, sue for, receive and receipt for all sums of money or other property due to the
Trust including, without limitation, the power to file proofs of claim in any bankruptcy or
insolvency matter;
(O 1209056:7)
(b) To consent to extensions of the time for payment, or to the renewal of any securities,
investments or obligations;
(c) To engage or intervene in, prosecute, defend, compromise, abandon or adjust by arbitration or
otherwise any actions, suits, proceedings, disputes, claims, demands or things relating to the
Trust Property;
(d) To foreclose any collateral, security or instrument securing any investments, notes, bills,
bonds, obligations or contracts by virtue of which any sums of money are owed to the Trust;
(e) To exercise any power of sale held by the Trustees, and to convey good title thereunder free
of any and all trusts, and in connection with any such foreclosure or sale, to purchase or
otherwise acquire title to any property;
(f) To be parties to reorganization and to transfer to and deposit with any corporation, committee,
voting trustee or other person any securities, investments or obligations of any person which
form a part of the Trust Property, for the purpose of such reorganizatiw, or otherwise;
(g) To participate in any arrangement for enforcing or protecting the interests of the "Trustees as
the owners or holders of such securities, investments or obligations and to pay any assessment
levied in connection with such reorganization or arrangement;
(h) To extend the time (with or without security) for payment or delivery of any debts or
property and to execute and enter into releases, agreements and other instruments; and
(i) To payor satisfy any debts or claims upon any evidence that the Trustees shall deem
sufficient,
2.9 Powers: Payment of Expenses.
The Trustees shall have full and complete power:
(a) To incur and pay charges or expenses which in the opinion of the Trustees are necessary or
incidental to or proper for the carrying out any of the purposes of this Indenture of Trust;
(b) To reimburse others for the payment therefor; and
(c) To pay appropriate compensation or fees from the funds of the Trust to Persons with whom
the Trust has contracted or transacted business.
The Trustees shall fix the compensation, if any, of all officers and employees of the Trust;
provided, however, that the Trustees shall not themselves he entitled to receive compensation.
Notwithstanding the foregoing, the Trustees may pay themselves or a► y one or more of
themselves reimbursement for expenses reasonably incurred by themselves or any one or more
of themselves on behalf of the Trust.
{01209056; 71
Notwithstanding any provision of this Indenture of Trust to the contrary, in no event shall any
expenses of administration of the Trust be payable from any source other than income received
from the earnings of the Trust.
2.10 Borrowing and Indebtedness.
The Trustees shall not incur indebtedness on behalf of the Trust, or authorize the Trust to borrow
money or incur indebtedness, except as provided in clause (iv) of Section 4.2 of this Indenture of
Trust.
2.11 Deposits.
The Trustees shall have full and complete power to deposit, in such a manner as may now and
hereafter be permitted by this Indenture of Trust or applicable Law, any moneys or funds
included in the Trust Property and intended to be used for the payment of expenses of the Trust
or the Trustees, with one or more banks, trust companies or other banking institutions whether or
not such deposits will draw interest. Such deposits are to be subject to withdrawal in such
manner as the Trustees may determine, and the Trustees shall have no responsibility for any loss
which may occur by reason of the failure of the bank, trust company or other banking institution
with which the moneys, investments, or securities have been deposited. Each such bank, trust
company or other banking institution shall comply, with respect to such deposit, with all
applicable requirements of all applicable Laws including, without limitation, Section 280, Fla.
Stat.
2.12 Valuation.
The Trustees shall have full and complete power to determine in good faith conclusively the
value of any of the Trust Property and to revalue the Trust Property as the Trustees deem
appropriate.
2.13 Fiscal Year; Accounts.
The "Trustees shall have full and complete power to determine the fiscal year of the Trust and the
method or form in which its accounts shall be kept and from time to time to change the fiscal
year or method or form of accounts. Unless otherwise determined by the Trustees pursuant to
this Section 2.13, the fiscal year of the Trust shall terminate on December 31 and commence on
January 1 of each calendar year.
2.14 Self -dealing Prohibited.
(a) No Treasurer, Trustee, officer, employee or agent of the Trust shall cause or permit the Trust
to make any investment or deposit, enter into any contract or other arrangement, or perform any
act which confers or might reasonably be expected to confer any special benefit upon such
person or any Affiliate of such person.
(b) The Trust shall not enter into any investment transaction with any Affiliate of the Trust, or
with the Advisor or the Administrator or any Affiliate thereof, or with any other officer, director,
M 1209056;i} 10
employee or agent of the Trust or any Affiliate thereof. The Trust may purchase and sell
Permitted Investments from and to the Custodian or an Affiliate of the Custodian.
2.15 Investment Proaram.
The Trustees shall use their best efforts to obtain through the Advisor or other qualified persons a
continuing and suitable investment program, consistent with the investment policies and
objectives of the Trust set forth in Article IV of this Indenture of Trust, and the Trustees shall be
responsible for reviewing and approving or rejecting the investment program presented by the
Advisor or such other Persons. Subject to the provisions of Section 2.7 and Section 3.1 hereof,
the Trustees may delegate functions arising under this Section 2.15 to one or more of their
number or to the Advisor.
2.16 Power to Contract. Aunoint. Retain and EmDlov.
Subject to the provisions of Section 2.7 and Section 3.1, the Trustees shall have full and
complete power to appoint, employ, retain, or contract with any Person of suitable qualifications
and high repute to perform any or all of the following functions under the supervision of the
Trustees:
(a) Serve as the Trust's investment advisor and consultant in connection wirh policy decisions
made by the Trustees;
(b) Serve as the Trust's administrator or co -administrators;
(c) Furnish reports to the Trustees and provide research, economic and statistical data in
connection with the Trust's investments;
(d) Act as consultants, accountants, technical advisors, attorneys, brokers, underwriters,
corporate fiduciaries, escrow agents, depositaries, custodians or agents for collection, insurers or
insurance agents, registrars for Shares or in any other capacity deemed by the Trustees to be
necessary or desirable;
(e) Investigate, select, and, on behalf of the Trust, conduct relations with Persons acting in such
capacities and pay appropriate fees to, and enter into appropriate contacts with, or employ, or
retain services performed or to be performed by, any of them in connection with the investments
acquired, sold, or otherwise disposed of, or committed, negotiated, or contemplated to be
acquired, sold or otherwise disposed of-
(f) Substitute any other Person for any such Person;
(g) Act as attorney -in -fact or agent in the purchase or sale or other disposition of investments,
and in the handling, prosecuting or other enforcement of any lien (n security securing
investments; and
(h) Assist in the performance of such ministerial functions necessary in the management of the
Trust as may be agreed upon with Trustees.
{O 1209p56;7) 11
2.17 Insurance.
The Trustees shall have full power to and may obtain general and official liability and property
damage insurance for the protection of the Trust Property and the Trustees, Treasurers,
Participants, officers, auditors, employees and agents of the Trust in the operation and conduct of
the Trust in such amounts as the Board of Trustees deems adequate to ensure against all claims
and liabilities of every nature, to the extent such insurance may be avaiiable at reasonable rates.
2.18 Seal.
The Trustees shall have full and complete power to adopt and use a seal for the Trust, but, unless
otherwise required by the Trustees, it shall not be necessary for the seal to he placed on, and its
absence shall not impair the validity of, any agreement, document, instrument or other paper
executed and delivered by or on behalf of the Trust.
2.19 Indemnification.
In addition to the mandatory indemnification in Section 5.3 hereof, the Trustees shall have full
and complete power, to the extent permitted by applicable Laws, to indemnify or enter into
agreements with respect to indemnification with any Person with whom the Trust has dealings,
including, without limitation, the Advisor, the Administrator, and the custodian, to such extent as
the Trustees shall determine in accordance with statute.
2.20 Remedies.
Notwithstanding any provision in this Indenture of Trust, when the Trustees deem that there is a
significant risk that an obligor to the Trust may default or is in default under the terms of any
obligation to the Trust, the Trustees shall have full and complete power to pursue any remedies
permitted by Law which, in their sole judgment, are in the interests of the Trust, and the Trustees
shall have full and complete power to enter into any investment, commitment or obligation of the
Trust resulting from the pursuit of such remedies as are necessary or desirable to dispose of
property acquired in the pursuit of such remedies.
2.21 Information Statement.
The Trustees shall have full and complete power to prepare, publish and distribute an
Information statement regarding the Trust and to amend or supplement the same from time to
time.
2.22 Further Powers.
The Trustees shall have full and complete power to take all actions, do all such matters and
things and execute all such agreements, documents and instruments as they deem necessary,
proper or desirable in order to carry out, promote or advance the interests and purposes of the
"Trust although such actions, matters or things are not herein specifically mentioned. Any
determination as to what is in the best interests of the Trust made by the Trustees in good faith
shall be conclusive. In construing the provisions of this Indenture of Trust, the presumption shall
(O120905617) 12
be in favor of a grant of power to the Trustees. The Trustees shall not be required to obtain any
court order to deal with the Trust Property.
ARTICLE III
The Investment Advisor and the Administrator
3.1 Appointment.
The Trustees are responsible for implementing the investment policy and program of the Trust,
as provided in Article IV, and for supervising the officers, agents, employees, investment
advisors, administrators, distributors, and independent contractors of the Trust. The Trustees arc
not required personally to conduct all of the routine business of the Trust and, consistent with
their ultimate responsibility as stated herein, the Trustees shall appoint, employ or contract with
an investment advisor (herein "Advisor"), and may grant or delegate such authority to the
Advisor and the Administrator (pursuant to the terms of Section 2.16 hereof) or to any other
Person whose services are obtained by the Advisor or the Administrator, as the Trustees may, in
their sole discretion, deem to be necessary or desirable for the efficient management of the Trust,
without regard to whether such authority is normally granted or delegated by Trustees or other
fiduciaries. Davidson Fixed Income Management, Inc. is hereby appointed as the initial Advisor
for the Trust.
3.2 Duties of the Advisor.
The duties of the Advisor shall be those set forth in the Investment Advisory Agreement to be
entered into between the Trust and the Advisor. Such duties may be modified by the Trustees,
from time to time, by the amendment of the Investment Advisory Agreement subject to the
limitations contained therein. Subject to Article 1V hereof, the Trustees may authorize the
Advisor to effect purchases, sales, or exchanges of Trust Property on behalf of the Trustees or
may authorize any officer, employee, agent or Trustee to effect such purchases, sales, or
exchanges pursuant to recommendations of the Advisor, all without further action by the
Trustees. Any and all of such purchases, sales, and exchanges shall be deemed to be authorized
by all the Trustees. The Investment Advisory Agreement may authorize the Advisor to employ
other persons to assist it in the performance of its duties. The Investment Advisory Agreement
shall provide that it may be terminated without cause and without the payment of any penalty by
the Trust on sixty (60) days written notice to the Advisor. Nothing in this Indenture of Trust or
in the Investment Advisory Agreement shall limit or impair the right of the Trustees to terminate
the said Investment Advisory Agreement for cause, or to suspend the authority of the Advisor to
act for or on behalf of the Trust immediately upon written notice to the Advisor, upon a showing
of reasonable cause to believe that the Advisor has committed a material breach of the
Investment Advisory Agreement or any of its fiduciary obligations to the Trust.
3.3 Duties of the Administrator.
The duties of the Administrator shall be those set forth in the Administration Agreement to be
entered into between the Trust and the Administrator. Such duties may be modified by the
Trustees, from time to time, by the amendment of the Administration Agreement. The
Administration Agreement may authorize the Administrator to employ other persons to assist it
(01209056;71 13
in the performance of its duties. The Administration Agreement shall provide that it may be
terminated without cause and without the payment of any penalty by the Trust on sixty (60) days
written notice to the Administrator. Nothing in this Indenture of Trust or in the Administration
Agreement shall limit or impair the right of the Trustees to terminate the said Administration
Agreement for cause, or to suspend the authority of the Administrator to act for or on behalf of
the Trust immediately upon written notice to the Administrator, upon a showing of reasonable
cause to believe that the Administrator has committed a material breach of the Administration
Agreement or any of its fiduciary obligations to the Trust.
3.4 Successors.
In the event that, at any time, the position of Advisor or of Administrator shalt become vacant for
any reason, the "Trustees may appoint, employ or contract with a successor Advisor or
Administrator.
ARTICLE IV
Investments
4.1 Statement of Investment Policy and Objective.
Subject to the prohibitions and restrictions contained in Section 4.2 hereof, the general
investment policy and objective of the Trustees shall be to provide to the Participants of the Trust
safety of capital, liquidity of funds, and investment income, in that order, by investing in
Permitted Investments in accordance with this Indenture of Trust and any other applicable
provisions of Law, as the same may be amended from time to time.
4.2 Restrictions Fundamental to the Trust.
Notwithstanding anything in this Indenture of Trust which may be deemed to authorize the
contrary, the Trust:
(a) May not make any investment other than investments authorized by this Indenture of Trust
and the Permitted Investments List, as the same may be amended from time to time;
(b) May not borrow money or incur indebtedness whether or not the proceeds thereof are
intended to be used to purchase Permitted Investments, except as a temporary measure to
facilitate withdrawal requests which might otherwise require unscheduled dispositions of
portfolio investments and only as and to the extent permitted by Law;
(c) .May not make loans, provided that the Trust may make Permitted Investments (which may
include securities lending);
(d) May not hold or provide for the custody of any Trust Property in a manner not authorized by
Law or by any institution or Person not authorized by Law; and
(e) May purchase securities or shares of investment companies or any entities similar to the
Trust.
101209056-17) 14
4.3 Amendment of Restrictions.
The restrictions set forth in Section 4.2 hereof are fundamental to the operation and activities of
the Trust and may not be changed without the affirmative vote of a majority of the Participants
entitled to vote, except that such restrictions may be changed by the Trustees so as to make them
more restrictive when necessary to conform the investment program and activities of the Trust to
the Laws of the State of Florida and the United States of America as they may from time to time
be amended.
ARTICLE V
Limitations of Liability
5.1 Liability to Third Persons.
No Participant shall be subject to any personal liability whatsoever, in tort, contract or otherwise
to any Person or Persons other than the Trust in connection with Trust Property or the affairs of
the Trust; and no Trustee, officer, employee or agent (including without limitation, the Advisor,
the Administrator, and the Custodian) of the Trust shall be subject to any personal liability
whatsoever in tort, contract or otherwise, to any Person or Persons other than the Trust in
connection with Trust Property or the affairs of the Trust, except that each shall be personally
liable for his bad faith, willful misconduct, gross negligence or reckless disregard of his duties or
for his :Failure to act in good faith in the reasonable belief that his action was in the best interests
of the Trust, and except that the Advisor and the Administrator shall each have personal liability
for his willful or negligent failure to take reasonable measures to restrict investments of Trust
Property to those permitted by Law and this Indenture of Trust. All Persons other than the Trust
shall look solely to the Trust Property for satisfaction of claims of any nature arising in
connection with the affairs of the Trust. If any Participant, Trustee, officer, employee or agent
(including, without limitation, the Advisor, the Administrator, and the Custodian) of the Trust is
made a party to any suit or proceedings to assert or enforce any such liability, he shall not on
account thereof be held to any personal liability.
5.2 Liability to the Trust or to the Participants.
No Trustee, officer, employee or agent (including, without limitation, the Advisor, the
Administrator and the Custodian) of the Trust shall be liable to the Trust or to any Participant,
Trustee, officer, employee or agent (including, without limitation, the Advisor, the
Administrator, and the Custodian) of the Trust for any action or failure to act (including, without
limitation, the failure to compel in any way any former or acting Trustee to redress any breach of
trust) except for his own bad faith, willful misfeasance, gross negligence or reckless disregard of
his duties, and except that the Advisor and the Administrator shall each have personal liability
for his willful or negligent failure to take reasonable measures to restrict investments of Trust
Property to those permitted by Law and this Indenture of Trust; provided, however, that the
provisions of this Section 5.2 shall not limit the liability of any agent (including, without
limitation, the Advisor, the Administrator, and the Custodian) of the Trust with respect to
breaches by it of a contract between it and the 'Trust.
(0120905617) 15
5.3 Indemnification.
(a) As used in this Section 5.3:
(1) "Trust Representative" means an individual who is or was a Trustee, officer,
employee, or agent (including without limitation the Advisor, the Administrator, and the
Custodian).
(2) "Expenses" includes attorney fees.
(3) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, or
reasonable expense incurred with respect to a proceeding.
(4) "Party" includes an individual who was, is, or is threatened to be named a defendant
or respondent in a proceeding.
(5) "Proceeding" means any threatened, pending or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, and whether formal or informal.
(b) Except as provided in subsection (c) hereof, the Trust shall, to the extent of income or
earnings of the Trust, indemnify against liability incurred in any proceeding by an individual
made a party to the proceeding because of his status as a Trust Representative if he conducted
himself in good faith, and (i) he reasonably believed that his conduct was in the Trust's best
interests or, (ii) in the case of a criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful.
(e) In no event may the Trust indemnify the Advisor or the Administrator for expenses or
liability arising out of any willful or negligent violation by either of them of the restrictions on
investments of the Trust Property. Further, the Trust shall not indemnify any Trust
Representative under this Section either (i) in connection with a proceeding by or in the right of
the Trust in which the Trust Representative was adjudged liable to the 'Trust, or (ii) in connection
with any proceeding charging improper personal benefit to him, in which such person was ad-
judged liable on the basis that personal benefit was improperly received by him. In connection
with a proceeding by or in the right of the Trust, indemnification is in all cases limited to
reasonable expenses incurred.
(d) Except as provided in subsection (c) of this Section, the termination of any proceeding by
judgment, order, settlement, or conviction, or upon a plea of polo contendere or its equivalent, is
not of itself determinative that the individual did not meet the standard of conduct set forth in
subsection (b) of this Section.
(e) No indemnification shall be made unless and until a specific determination has been made
that indemnification is authorized under this Section 5.3. Such determination shall be made by
the Board of Trustees by a majority vote of a quorum, which quorum shall consist of Trustees
not parties to the proceeding. If such quorum cannot be obtained, the determination shall be
made by a majority vote of a committee of Trustees designated by the Board of Trustees, which
committee shall consist of two or more Trustees not party to the proceeding. Trustees who are
(O120906617) 16
parties to the proceeding may participate in designating Trustees for the committee. If the said
quorum cannot be obtained or the committee cannot be established, or if such quorum is obtained
or committee is designated and such quorum or committee so directs, the determination may be
made by independent legal counsel selected by a vote of the Board of Trustees or the committee
as specified above, or by the Participants. If independent counsel determines that indemnification
is required under this Section, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by the body that selected such counsel.
(0 The Trust may pay for or reimburse the reasonable expenses incurred by a Trust
Representative who is a party to a proceeding in advance of final disposition thereof if (i) the
Trust Representative furnishes the Trust a written affirmation of his good faith belief that he has
met the standard of conduct described in subsection (b) of this Section and a written undertaking
executed personally to repay the advance if it is ultimately determined that indemnification is not
authorized under this Section, and (ii) it is determined as provided in subsection (f) above that
the facts then known would not preclude indemnification under this Section.
(g) Any indemnification of or advance of expenses to a Trust Representative pursuant to this
Section shall be reported in writing to the Participants with or before notice of the next
Participants meeting, if such indemnification of or advance of expenses arises out of a
proceeding by or on behalf of the Trust.
(h) No Trust Representative entitled to indemnification may take or be paid the same except out
of the earnings of the Trust, and no Participant shall be personally liable to any such Trust
Representative for all or any portion of such indenuuty.
5.4 Surety Bonds.
The Board of Trustees shall require the Trustees, the Advisor, the Administrator, any custodian,
the Auditor, and any other agent of the Trust to give such surety and other bonds as the Board of
Trustees from time to time determines are necessary to protect the Trust. The cost of any and all
such bonds shall be paid as an expense of administration of the Trust.
5.5 Apparent Authority.
No purchaser, seller, transfer agent or other Person dealing with the Trustees or any officer,
employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any
transaction purporting to be made by the Trustees or by such officer, employee or agent or make
inquiry concerning or be liable for the application of money or property paid, transferred or
delivered to or on the order of the Trustees or of such officer, employee or agent.
5.6 Representative Capacity; Recitals.
Any written instrument creating an obligation of the Trust shall be conclusively taken to have
been executed by a Trustee or an officer, employee or agent of the Trust only in his capacity as a
Trustee under this Indenture of Trust or in. his capacity as an officer, employee or agent of the
Trust. Any written instrument creating an obligation of the Trust shall refer to this Indenture of
Trust and contain a recital to the effect that the obligations thereunder are not personally binding
(o 1 znsass;7) 17
upon, nor shall resort be had to the property of, any of the Trustees, Participants, officers,
employees or agents of the Trust, and that only the Trust Property or a specific portion thereof
shall be bound, and such written instrument may contain any further similar recital which may be
deemed appropriate; provided however, that the omission of any recital pursuant to this Section
5.6 shall not operate to impose personal liability on any of the Trustees, Participants, officers,
employees or agents of the Trust, or to void any obligations created in the instrument.
5.7 Reliance on Experts.
Each Trustee and each officer of the Trust shall, in the performance of his duties, be fully and
completely justified and protected with regard to any act or any failure to act resulting from
reliance in good faith upon the books of account or other records of the Trust, upon an opinion of
counsel or upon reports made to the "Trust by any of its officers or employees or by the Advisor,
the Administrator, the Custodian, accountants, appraisers or other experts or, consultants selected
with reasonable care by the Trustees or officers of the Trust.
5.8 Liability Insurance.
The Trustees shall have full power to and may obtain general and official liability and property
damage insurance for the protection of the Trust Property and the Trustees, Treasurers,
Participants, officers, auditors, employees and agents of the Trust in the operation and conduct of
the Trust in such amounts as the Board of Trustees deems adequate to ensure against all claims
and liabilities of every nature, to the extent such insurance may be available at reasonable rates.
ARTICLE VI
Interests of Participants
6.1 General.
The beneficial interest of the Participants hereunder in the Trust Property and the earnings
thereon shall, for convenience of reference, be divided into Shares, which shall be used as units
to measure the proportionate allocation to the respective Participants of the beneficial interest
hereunder. The number of Shares that may be used to measure and represent the proportionate
allocation of beneficial interest among the Participants is unlimited. All Shares shall be of one
class representing equal distribution, liquidation and other rights. The beneficial interest
hereunder measured by the Shares shall not entitle a Participant to preference, preemptive,
appraisal, conversion, or exchange rights of any kind with respect to the Trust or the Trust
Property. Title to the Trust Property of every description and the right to conduct any affairs
herein described are vested in the Trustees on behalf, and for the beneficial interest, of the
Participants, and the Participants shall have no interest therein other than the beneficial interest
conferred hereby and measured by their Shares, and they shall have no right to call for any
partition or division of any property, profits, rights or interests of the Trust nor can they be called
upon to share or assume any losses of the Trust or suffer an assessment of any kind by virtue of
the allocation of Shares to them, except as provided in Section 10.2 hereof.
(01209056;71 18
6.2 Allocation of Shares.
(a) The Trustees in their discretion may from time to time without vote of the Participants
allocate Shares, in addition to the then allocated Shares, to such party or parties for such amount
and such type of consideration (including, without limitation, income from the investment of
Trust Property), at such time or times (including, without limitation, each business day in
accordance with the maintenance of a constant net asset value per Share as set forth in Section
10.2 hereof), and on such terms as the Trustees may deem best. In connection with any
allocation of Shares, the Trustees may allocate fractional Shares. The Trustees may from time to
time adjust the total number of Shares allocated without thereby changing the proportionate
beneficial interests in the Trust. Reductions or increases in the number of allocated Shares may
be made in order to maintain a constant net asset value per Share as set forth in Section 10.2
hereof. Shares shall be allocated and redeemed as whole shares and/or one hundredths (1/100ths)
of a Share or multiples thereof.
(b) Shares may be allocated only to a Local Government Entity that has become a Participant of
the Trust in accordance with Section 1.2 and Section 14.6 hereof. Each Participant may establish
more than one account within the Trust for such Participant's convenience.
(c) Unless otherwise determined by the Trustees pursuant to Section 1.2(c), the minimum
amount of funds which may be maintained in an account in the 'Trust by a Participant at any one
time shall be $1.00.
6.3 Evidence of Share Allocation.
Evidence of Share allocation shall be reflected in the Share Register maintained by or on behalf
of the Trust pursuant to Section 7.1 hereof, and the Trust shall not be required to issue
certificates as evidence of Share allocation.
6.4 Redemption to Maintain Constant Net Asset Value.
Each Share of the Trust shall be subject to redemption pursuant to the procedure for reduction of
outstanding Shares set forth in Section 10.2 hereof in order to maintain the constant net asset
value per Share.
6.5 Redemptions.
Payments by the Trust to Participants and the reduction of Shares resulting therefrom are for
convenience referred to in this Indenture of Trust as "redemptions." Any and all allocated Shares
may be redeemed at the option of the Participant whose beneficial interest hereunder is measured
by such Shares, upon and subject to the terms and conditions provided in this Indenture of Trust.
The Trust shall, upon application of any Participant, promptly redeem from such Participant
allocated Shares for an amount per Share equivalent to the proportionate interest measured by
each Share in the net assets of the "Trust at the time of the redemption. The procedures for
effecting redemption shall be as adopted by the Trustees and as set forth in the Information
Statement of the Trust, as the same may be amended from time to time; provided, however,
except as set forth in Sections 6.6 and 6.7, such procedures shall not be structured so as to
(01209056.71 19
substantially and materially restrict the ability of the Participants to withdraw funds from the
"I"rust by the redemption of Shares, and provided further that no early withdrawal or other penalty
charges shall be imposed upon any Participant for the redemption of its shares or withdrawal of
its funds from the Trust.
6.6 Suspension of Redemption; Postponement of Pavment.
Each Participant, by its adoption of this Indenture of Trust, agrees that the Trustees may, without
the necessity of a formal meeting of the Trustees, temporarily suspend the right of redemption or
postpone the date of payment for redeemed Shares for the whole or any part of any period:
(a) During which there shall have occurred any state of war, national emergency, act of God,
banking moratorium or suspension of payments by banks in the State of Florida or any general
suspension of trading or limitation of prices on the New York Stock Exchange or the American
Stock Exchange (other than customary week -end and holiday closing); or
(b) During which any emergency situation exists, as a result of which disposal by the Trust of
Trust Property is not reasonably practicable because of the substantial losses which might be
incurred, or it is not reasonably practicable for the Trust fairly to determine the value of its net
assets.
Such suspension or postponement shall not alter or affect a Participant's beneficial interest
hereunder as measured by its Shares or the accrued interest and earnings thereon. Such
suspension or payment shall take effect at such time as the Trustees shall specify but not later
than the close of business on the business day next following the declaration of suspension, and
thereafter there shall be no right of redemption or payment until the Trustees shall declare the
suspension or postponement at an end, except that the suspension or postponement shall
terminate in any event on the first day on which the period specified in subsection (a) or in this
subsection (b) shall have expired, as to which the determination of the Trustees shall be
conclusive. hl the case of a suspension of the right of redemption or a postponement of payment
for redeemed Shares, a Participant may either (i) withdraw its request for redemption or (ii)
receive payment based on the net asset value existing after the termination of the suspension.
6.7 Minimum Redemption.
There shall be a minimum of one (1) Share which may be redeemed at any ona;� time at the option
of a Participant.
6.8 Defective Redemption Re -guests.
In the event that a Participant shall submit a request for the redemption of a greater number of
Shares than are then allocated to such Participant, such request shall not be honored and, each
Participant, by its adoption of this Indenture of Trust, agrees that the Trustees shall have full and
complete power to redeem an amount of the Shares allocated to such Participant, at a redemption
price determined in accordance with Section 6.5 hereof, sufficient to reimburse the Trust for any
fees, expenses, costs or penalties actually incurred by the Trust as a result of such defective
redemption request.
101209056;7) 20
ARTICLE VII
Record of Shares
7.1 Share Register.
The Share Register shall be kept by or on behalf of the Trustees, under .he direction of the
Trustees, and shall contain (i) the names and addresses of the Participants (including both a post
office address for regular United States mail and a valid electronic mail address), (ii) the number
of Shares representing their respective beneficial interests hereunder, and (iii) a record of all
allocations and redemptions thereof. Such Share Register shall be conclusive as to the identity of
the Participants to which the Shares are allocated. Only Participants whose allocation of Shares
is recorded on such Share Register shall be entitled to receive distributions with respect to Shares
or otherwise to exercise or enjoy the rights and benefits related to the beneficial interest
hereunder represented by the Shares. No Participant shall be entitled to receive any distribution,
nor to have notices given to it as herein provided, until it has given its appropriate address to
such officer or agent of the Trust as shall keep the Share Register for entry thereon.
7.2 Registrar.
The Trustees shall have full and complete power to employ a registrar. Unless otherwise
determined by the Trustees the Share Register shall be kept by the Administrator which shall
serve as the registrar for the Trust. The registrar shall record the origin-d allocations of Shares in
the Share Register. Such registrar shall perform the duties usually performed by registrars of
certificates and shares of stock in a corporation, except as such duties may be modified by the
Trustees.
7.3 Owner of Record.
No Person becoming entitled to any Shares in consequence of the merger, reorganization,
consolidation, bankruptcy or insolvency of any Participant or otherwise, by operation of Law,
shall be recorded as the Participant to which such Shares are allocated and shall only be entitled
to the redemption value of such Shares. Until the person becoming entitled to such redemption
value shall apply for the payment thereof and present any proof of such entitlement as the
Trustees may in their sole discretion deem appropriate, the Participant of record to which such
Shares are allocated shall be deemed to he the Participant to which such Shares are allocated for
all purposes hereof, and neither the Trustees nor the registrar nor any officer or agent of the Trust
shall he affected by any notice of such merger, reorganization, consolidation, bankruptcy,
insolvency or other event.
7.4 No Transfers of Shares.
The beneficial interests measured by the shares shall not be transferable, in whole or in part,
other than to the Trust itself for purposes of redemption.
{01209056;7} 21
7.5 .Limitation of Fiduciary Responsibility.
The Trustees shall not, nor shall the Participants or any officer, registrar or other agent of the
Trust, be bound to see to the execution of any trust, express, implied or constructive, or of any
charge, pledge or equity to which any of the Shares or any interest therein are subject, or to
ascertain or inquire whether any redemption of any such Shares by any Participant or its
representatives is authorized by such trust, charge, pledge or equity, or to recognize any Person
as having any interest therein except the Participant recorded as the Participant to which such
Shares are allocated. The receipt of the Participant in whose name any Share is recorded or of the
duly authorized agent of such Participant shall be a sufficient dischalle for all moneys payable
or deliverable in respect of such Shares and from all liability to see to the proper application
thereof.
7.6 Notices.
Any and all notices to which Participants are hereunder entitled and any and all communications
shall be deemed duly served or given if (a) mailed, postage prepaid, addressed to Participants of
record at their last known post office addresses, or (b) sent by electronic mail addressed to the
Participants of record at their last known electronic mail address, in each case as recorded in the
Share Register provided for in Section 7.1 hereof. .
ARTICLE VIII
Participants
8.1 The Rights of Participants.
The rights of Participants as established in this Article shall be exercised by the Participant's
representative, the "Treasurer, as set forth in this Indenture of Trust. Each Participant, through its
Treasurer, shall be entitled to one vote with respect to the following matters;
(a) Amendment of this Indenture of Trust or termination of the Trust as provided in Section 4.3
and Section 13.1 hereof;
(b) Election of "trustees; and
(c) The approval or disapproval of the annual report, as provided in Section 8.9.
It shall not be necessary for any minimum number of Shares other than one (1) to be allocated to
a Participant for the Participant to be entitled to vote. Participants may vote at either an annual or
special meeting or without a meeting. A vote may be called by the Board of Participants at any
time if at least 10% of the members thereof contact the Secretary of the Trust requesting a vote
and stating the question to be voted on. Within twenty (20) days of the receipt of such request,
the Board of 'Trustees shall cause a ballot to be sent to each Participant, setting forth the matter to
be voted on and the manner in which such ballots should be executed and delivered. All votes of
Participants shall be administered and the results thereof promptly certified in writing to the
Participants and the Board of Trustees by the Secretary, or by such other person as the
(01209056;7) 22
Participants may from time to time direct, in such a manner as to assure complete and accurate
voting lists and vote counts and anonymity of votes.
8.2 Inspection of Records.
The records of the Trust shall be open to inspection by any Participant at all reasonable business
hours.
8.3 Meetings and Votes of Participants.
(a) A meeting or a vote of the Board of Participants may be called at any time by the Trustees, or
upon written request of at least 10% of the members of the Board of Participants filed with the
Secretary of the Trust stating the purpose for the meeting or the matter to be voted upon. Any
such meeting shall be held within the State of Florida at such place, on such day, and at such
time as the Trustees shall designate, except that a meeting called by the Participants must be held
within thirty (30) days after the qualifying request is made.
(b) A majority of the Participants entitled to vote at such meeting present in person or by proxy
shall constitute a quorum at any annual or special meeting. For the purposes of this subsection
(b), Participants shall be deemed present in person or by proxy if they or their proxies are
participating by conference telephone or similar communications equipment, by means of which
all persons participating in the meeting can hear and communicate with each other.
8.4 Annual Meetings or Annual Votes.
Annual Meetings or Annual Votes of the Participants held without a meeting, shall be held
within one hundred twenty (120) days after the completion of the Trust's first fiscal year and
thereafter within one hundred twenty (120) days after the completion of each succeeding fiscal
year of the Trust. The business transacted at such meetings, or matters considered in such votes,
shall include the election of Trustees and may include the transaction of such other business or
consideration of such matters as Participants may be entitled to vote upon as provided in this
.Article VIII, or as the Trustees may determine.
8.5 Notice of Meetings and Votes.
Notice of all meetings of the Participants, stating the time, place and purposes of the meeting,
and notice of any vote without a meeting, stating the purpose and method thereof, shall be given
by the Trustees by mail or electronic mail to each Participant at its registered address, sent at
least ten (10) days and not more than thirty (30) days before the meeting or the day by which
votes must be cast. Only business stated in the notice of a meeting shall be considered at such
meeting. Any adjourned meeting may be held as adjourned without further notice. Any notice
required by any "open meeting," "sunshine" or similar law, whether now or hereafter in effect,
shall also be given.
(0120905617) 23
8.6 Record Date for Meetinas and Votes.
For the purposes of determining the Participants that are entitled to vote or act at any meeting or
any adjournment thereof, or who are entitled to participate in any vote, or for the purposes of any
other action, the "Trustees may from time to time fix a date not more than thirty (30) days prior to
the date of any meeting or vote of Participants or other action as a record date for the
determination of Participants entitled to vote at such meeting or any adjournment thereof or to
cast a ballot in such vote or to be treated as Participants of record for purposes of such other
action. Any Participant which was a Participant at the time so fixed shall be entitled to vote at
such meeting or any adjournment thereof, or to cast a ballot in such vote, even though it then had
no Shares allocated to it or has since that date redeemed its Shares. No Participant becoming
such after that date shall be so entitled to vote at such meeting or any adjournment thereof or to
cast a ballot in such vote or to be treated as a Participant of record for purposes of such other
action.
8.7 Proxies.
At any meeting of Participants, if permitted by applicable law, any Participant entitled to vote
thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall
have been placed on file with the Secretary of the Trust, or with such other officer or agent of the
Trust as the Secretary of the Trust may direct, for verification prior to the time at which such
vote shall be taken. Pursuant to a resolution of a majority of the Trustees, proxies may be
solicited in the name of one or more of the officers of the Trust. All proxies shall be revocable at
the option of the Participant.
8.8 Number of Votes.
Only Participants of record shall be entitled to vote. Each Participant shall be entitled to one vote
without regard to the number of Shares allocated to it. A proxy purporting to be executed by or
on behalf of a Participant shall be deemed valid unless challenged at or prior to its exercise, and
the burden of proving invalidity shall rest on the challenger.
8.9 Reports.
The 'trustees shall cause to be prepared at least annually (i) a report of operations containing a
statement of assets, liabilities, operations, changes in investments and earnings thereon, and
changes in net assets of the Trust, prepared in conformity with generally accepted accounting
principles and (ii) an opinion of an independent certified public accountant on such financial
statements based on an examination of the books and records of the Trust made in accordance
with generally accepted auditing standards. A signed copy of such report and opinion shall be
filed with the Trustees within ninety (90) days after the close of the period covered thereby. The
Board of Participants shall review the annual report submitted by the Trustees. This review is to
establish that the Trust is operating in compliance with the Indenture of Trust as set forth herein.
The approval or disapproval of the annual report, either in whole or in part, shall be by vote
without a meeting. Results of the vote shall be reported to the Participants within thirty (30) days
after the voting deadline. Any votes not submitted by the deadline will be counted as approval of
the annual report. In addition, the Trustees shall furnish to the Participants at least quarterly an
(0120905617) 24
interim report prepared in conformity with generally accepted accounting principles containing
an unaudited balance sheet of the Trust as at the end of such quarterly period and statements
showing details of operations and changes in net assets for the period from the beginning of the
then current fiscal year to the end of such quarterly period.
ARTICLE IX
Trustees and Officers
9.1 Number. Oualification and Succession of Trustees.
(a) The governing body of the Trust shall be the Board of Trustees, the membership of which
shall be determined as herein provided.
(b) The number of Trustees shall initially be three (3) and shall thereafter be fixed from time to
time by resolution of a majority of the Board of Participants, provided, however, that the number
of Trustees shall at no time be less than three (3) or more than fifteen (15). No reduction in the
number of Trustees shall have the effect of removing any Trustee from office prior to the
expiration of his term.
(e) The "Trustees shall be natural persons. A majority of the authorized number of Trustees shall
be members of the Board of Participants and thus a Treasurer of a Participant. The Board of
Participants may elect one or more Non -"Treasurer Trustees to serve on the Board of Trustees, but
the number of Non -Treasurer Trustees serving on the Board of Trustees shall at all times be less
than one-half (1/2) in number of the authorized number of Trustees. If any Trustee who was a
Treasurer of a Participant at the time of election or appointment ceases to be a Treasurer of a
Participant during his term as Trustee, he shall be deemed not to meet the requirements for office
within the meaning of Section 9.3(a)(v) hereof.
(d) Except as provided by Section 9.2 hereof concerning the initial Trustees, Trustees shall be
elected or appointed as provided in Section 9.4 hereof. No such election or appointment shall
become effective, however, until the person elected or appointed qualifies for such office by
delivering to the Secretary or Chairman of the Board of Trustees a writing signed by him (i)
accepting such appointment, and (ii) agreeing to be bound by the terms of this Indenture of Trust.
Qualification must be completed within twenty (20) days after such person is notified of his
election or appointment, and failure to meet this requirement shall void the election or
appointment.
(e) Whenever a vacancy in the number of Trustees shall occur until such vacancy is filled the
Trustees or "Trustee continuing in office, regardless of their number, shall have all the powers
granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this
Indenture of Trust.
(f) Upon the election or appointment and qualification of any person to the office of Trustee, the
Trust Property shall vest in such new Trustee without necessity of any further act or conveyance.
(g) The Trustees, in their capacity as Trustees, shall not be required to devote their entire time to
the business and affairs of the Trust.
(01209056;7) 25
9.2 Organizational Trustees.
By the execution of this Indenture of Trust, the Initial Participants appoint the following as
Trustees: Henry Fishkind (Treasurer Trustee), Joseph MacLaren (Treasurer Trustee), and James
Anderson (Treasurer Trustee).
9.3 Vacancies.
(a) A Trustee's office shall be deemed vacant upon the occurrence of anyone of the following
events:
(i) If for any reason a properly qualified person is not elected to such Trustee's office by
the Participants at the Regular Election next preceding the expiration of the Trustee's
term;
(ii) If a person who was duly elected or appointed fails, neglects or refuses to qualify for
office as required by subsection 9.1(d) hereof within twenty (20) days after the date he is
notified of such election or appointment;
(iii) If a person who was duly elected or appointed submits a written resignation to the
Board of Trustees;
(iv) If a person who was duly elected or appointed dies during his term of office;
(v) If a person who was duly elected or appointed ceases to meet the requirements for the
office of Trustee as set forth in Section 9.1 hereof,
(vi) If a person who was duly elected or appointed is convicted of a felony or is or
becomes the subject of an Order for Relief entered pursuant to the United States
Bankruptcy Code (I 1 USC § § 101 et seq.);
(vii) If a court of competent jurisdiction voids the election or appointment or removes a
person duly elected or appointed for any cause whatsoever, but only after his right to
appeal has been waived or otherwise exhausted; or
(viii) If the person who was duly elected or appointed is removed from office pursuant to
Section 9.5 hereof.
(b) No vacancy in the office of any Trustee shall operate to annul this Indenture of Trust or to
revoke any existing agency created pursuant to the terms of this Indenture of Trust, and title to
any Trust Property held in the name of such Trustee and the other Trustees or otherwise, shall, in
the event of a vacancy in the office of such Trustee, vest in the continuing or surviving Trustees
without necessity of any further act or conveyance.
9.4 Election; Appointment; Term of Office.
(a) "Trustees are elected for overlapping terms of three years by a majority vote of the Participants
present and entitled to vote at an annual meeting or voting in an annual vote of Participants,
(01209056:71 26
herein called a "Regular Election." At any time the Board of Participants changes the number of
Trustees it shall by the same action specify the number of three-year terms to be filled at the next
Regular Election, but shall maintain as nearly equal as possible the number of three-year terms to
be filled at each subsequent Regular Election. Trustees may succeed themselves in office.
(b) Any vacancy on the Board of Trustees may be filled by an appointee qualified under the
terms of this Indenture of Trust selected by the remaining "Trustees, but such, appointment is valid
only until the next Regular Election, at which time the vacancy for the then unexpired portion of
the term is tilled by the Participants.
(c) A Trustee remains in office until a vacancy occurs in his office as provided in Section 9.3
hereof: or until his successor is duly elected and qualifies for office as provided in Section 9.1(d)
hereof, whichever shall first occur.
9.5 Resignation and Removal.
(a) Any Trustee may resign (without need for prior or subsequent accounting) by an instrument
in writing signed by him and delivered to the Chairman, the Vice Chairman or the Secretary, and
such resignation shall be effective upon such delivery or at a later date according to the terms of
the notice.
(b) Any Trustee may be removed without cause by the Participants, or for good cause by action
of two-thirds of the other Trustees.
(c) Upon ceasing to be a Trustee, such person shall execute and deliver such documents as the
remaining Trustees shall require for the purpose of conveying to the Trust or the remaining
Trustees any Trust Property held in the name of the resigning or removed Trustee. Upon the
incapacity or death of any Trustee, his or her legal representative shall execute and deliver on his
or her behalf such documents as the remaining Trustees shall require ;:ts provided in the
preceding sentence.
9.6 Officers and Advisors.
The Trustees shall annually designate a Chainnan who shall be the Chief Executive Officer of
the Trust and a Vice Chairman, who shall have such duties as the Trustees shall deem advisable
and appropriate. The Trustees shall elect or appoint, from among their number or otherwise, a
Treasurer and a Secretary, who shall have such powers, duties and responsibilities as the
Trustees may deem to be advisable and appropriate. The Trustees may elect or appoint, from
among their number or otherwise, or may authorize the Chairman to appoint, one or more
Assistant Secretaries and Assistant Treasurers, and such other officers or agents, who shall have
such powers, duties and responsibilities as the Trustees may deem to be advisable and
appropriate. Two or more officers, except those of Chairman and Vice Chairman, may be held by
the same person. The Treasurer, the Secretary, the Advisor, the Administrator, the Custodian and
Legal Counsel may attend meetings of the Trustees but, except in the case of a Treasurer or a
Secretary who may be a member of the Board of Trustees, shall have no voting power.
(01209056:7) 27
9.7 B -Laws• Quorum of Trustees.
(a) The 'Trustees may adopt and, from time to time, amend or repeal By -Laws for the conduct of
the business of the Trust, and in such By -Laws, among other things, may define the duties of the
respective officers, agents, employees and representatives of the Trust. Notwithstanding the
foregoing, absent adoption of By -Laws addressing the same, the Trustees may define the duties
of the respective officers, agents, employees and representatives of the Trust, and such other
matters regarding administration of the Trust not specifically addressed in this Indenture of
Trust, by resolution of the Board of Trustees.
(b) A quorum for the purposes of any meeting or vote of the Trustees shall consist of a
majority of the Trustees entitled to vote at a meeting of the Board of Trustees, which majority
may include Non -Treasurer Trustees who number less than one-half (1/2) of the total number of
Trustees included in such quorum. The intent of this provision is that the majority of any
quorum of Trustees consist of Trustees who are Treasurers of the Participants.
ARTICLE X
Determination of Net Asset Value and Net Income: Distributions to Participants
10.1 Net Asset Value.
The net asset value of each allocated Share of the Trust shall be determined once on each
business day at 8:00 a.m. Eastern Time for the prior business day, or such time as the Trustees by
resolution may determine. The method of determining net asset value shall be established by the
Trustees and shall be set forth in the Information Statement as the same may be amended from
time to time. The duty to make the daily calculations may be delegated by the Trustees to the
Advisor, the Administrator, the Custodian or such other Person as the Trustees by resolution may
designate.
10.2 Constant Net Asset Value: Reduction of Allocated Shares.
(a) The Trustees shall have full and complete power to determine the net income (including
unrealized gains and losses on the portfolio assets) of the Trust once on each business day as
provided in Section 10.1 hereof and, upon each such determination such net income shall be
credited proportionately to the accounts of the Participants in such manner, and with the result,
that the net asset value per Share of the Trust shall remain at a constant dollar value of $1.00 or
integral of 1/100ths thereof: Any change in the constant dollar value shall be made on a pro rasa
basis by increasing or reducing the number of each Participant's shares. The general method used
for the determination of the net income of the Trust and the crediting thereof proportionately to
the respective accounts of the Participants shall be determined by the Trustees and shall be set
forth in the Information Statement as the same may be amended from time to time. The duty to
make the daily calculations may be delegated by the Trustees to the Advisor, the Administrator,
the Custodian or such other Person as the Trustees by resolution may designate. Fluctuations in
value will be reflected in the number of Shares allocated to each Participant. If there is a net loss,
the Trustees will first offset such amount against income accrued to each Participant. To the
extent that such a net loss would exceed such accrued income, subject to the last paragraph of
(01209056,71 28
Section 2.9 hereof, the Trustees will reduce the aggregate number of the Trust's allocated Shares
in an amount equal to the amount by which the net loss exceeds accrued income by having each
Participant contribute to the Trust's corpus its pro rata portion of thL- total number of Shares
required to be redeemed in order to permit the net asset value per Share of the 'Trust to be
maintained at a constant dollar value. Each Participant will be deemed to have agreed to such
contribution in these circumstances by its investment in the Trust and its adoption of this
Indenture of Trust. The purpose of the foregoing procedure is to permit the net asset value per
Share of the 'Trust to be maintained at a constant dollar value per Share.
(b) The Trustees may discontinue or amend the practice of attempting to maintain the net asset
value per Share at a constant dollar amount at any time and such modification shall be evidenced
by appropriate changes in the Information Statement as the same may be amended from time to
time.
10.3 Suonlementary Distributions to Particinants.
In addition to redemptions made at the request of individual Participants pursuant to Section 6.5
hereof, the Trustees may from time to time also declare and make to the Participants, in
proportion to their respective allocation of Shares, out of the earnings, profits or assets in the
hands of the Trustees, such supplementary distributions as they may determine. The declaration
and making of such supplementary distributions and the determination of earnings, profits, and
other funds and assets available for supplemental distributions and other purposes shall lie
wholly in the discretion of the Trustees and may be made at such time and in such manner as the
Trustees may in their sole discretion from time to time determine. Any or all such supplementary
distributions may be made among the Participants of record at the time of declaring a distribution
or among the Participants of record at such other date as the Trustees shall determine.
10.4 Retained Reserves.
The Trustees may retain from the earnings of the Trust such amount as they may deem necessary
to pay the debts and expenses of the Trust and to meet other obligations of the Trust, and the
Trustees shall also have the power to establish such reasonable reserves from earnings as they
believe may be required to protect the Trust and the Participants against contingent liabilities.
ARTICLE XI
Custodian
11.1 Duties.
The Trustees shall employ a bank or trust company organized under the Laws of the United
States of America as Custodian with authority as its agent, but subject to such restrictions,
limitations and other requirements, if any, as may be contained in the By -Laws of the Trust or
otherwise detennined by resolution of the Board of Trustees, to perform the duties set forth in
the Custodian Agreement to be entered into between the Trust and the Custodian. Such
Custodian must be a qualified public depository as provided in Section 280.02, Fla. Stat.
{01209056.7) 29
11.2 Appointment.
The Trustees shall have the power to select and appoint the Custodian for the Trust. The
Custodian Agreement may be terminated at any time without cause and without the payment of
any penalty by the Trust on sixty (60) days' written notice to the Custodian.
11.3 Disbursement and Collection Agent.
The Trustees may also authorize the employment of a disbursement and collection agent from
time to time to perform acts and services upon such terms and conditions, as may be agreed upon
between the Custodian and said agent and approved by the Trustees; provided, however, that, in
every case, such disbursement and collection agent shall be a bank or trust company duly
organized under the laws of the United States of America or one of the states thereof and shall be
a state designed qualified public depository.
11.4 Successors.
In the event that at any time the Custodian or the Disbursement and Collection. Agent shall resign
or shall be terminated pursuant to the provisions of the Custodian Agreement or disbursement
and Collection Agreement, the Trustees shall appoint a successor thereto.
ARTICLE XII
Recording of Indenture of Trust
12.1 Recording.
This Indenture of Trust and any amendment hereto shall be filed, registered, recorded or lodged
as a document of public record in such place or places and with such official or officials as may
be required by Law or as the Trustees may deem appropriate. Without limiting the generality of
the foregoing, this Indenture of Trust will be filed with the applicable circuit court or courts
pursuant to Section 163.01, Fla. Stat. and this Indenture of Trust shall be effective upon such
filing. Each amendment so filed, recorded or lodged shall be accompanied by a Certificate
signed and acknowledged by a Trustee stating that such action was duly taken in the manner
provided for herein; and unless such amendment or such certificate sets forth some earlier or
later time for the effectiveness of such amendment, such amendment shall be effective upon its
filing. An amended Indenture of Trust, containing or restating the original Indenture and all
amendments theretofore made, may be executed any time or from time to time by a majority of
the Trustees and shall, upon filing, recording or lodging in the manner contemplated hereby, be
conclusive evidence of all amendments contained therein and may therea to be referred to in
lieu of the original Indenture of Trust and the various amendments thereto.
loi 2oso56;71 30
ARTICLES XIII
Amendments to Indenture of Trust and Permitted Investments List;
Termination of Trust; Duration of Trust
13.1 Amendment to Indenture of Trust or Permitted Investments List; Termination.
(a) The provisions of this Indenture of Trust and the Permitted Investments List may be amended
or altered, or the Trust may be terniinated, by the affirmative vote of a majority of the
Participants entitled to vote at any meeting of the Participants or pursuant to any vote of the
Participants called for that purpose, except that the affirmative vote of two-thirds of the
Participants entitled to vote shall be required to enact any amendment which would change any
rights with respect to any allocated Shares of the Trust by reducing the amount payable thereon
upon liquidation of the Trust, or which would diminish or eliminate any voting rights of the
Participants. Substantive amendments to the limitations upon personal liability of the Participants
and Trustees and to the prohibition of assessments upon Participants shall require the unanimous
approval of all Participants entitled to vote. Notwithstanding the foregoing, after fifteen (15)
days' prior written notice to the Participants, the Board of Trustees may amend or alter the
provisions of the Indenture of Trust or the Permitted Investments List, without the vote or assent
of the Participants, to the extent deemed in good faith by the Board of Trustees to be necessary to
conform this Indenture of Trust to the requirements of applicable laws or regulations or any
interpretation thereof by a court or other governmental agency of competent jurisdiction. No
liability shall attach to the Trustees, however, for any failure or refusal on their part to act
pursuant to the power granted in this subsection (a).
(b) IJpon the termination of the Trust pursuant to this Section 13.1, (i) the Trust shall carry on no
business except for the purpose of winding up its affairs, (ii) the Trustees shall proceed to wind
up the affairs of the Trust and all of the powers of the Trustees under this Indenture of Trust shall
continue until the affairs of the Trust shall have been wound up, including, without limitation,
the power to fulfill or discharge the contracts of the Trust, collect its assets, sell, convey, assign,
exchange, transfer or otherwise dispose of all or any part of the remaining Trust Property to one
or more persons at public or private sale for consideration which may consist in whole or in part
of cash, securities or other property of any kind, discharge or pay its liabilities, and do all other
acts appropriate to liquidate its affairs, provided, however, that any sale, conveyance,
assignment, exchange, transfer, or other disposition of all or substantially all of the Trust
Property shall require approval of the principal terms of the transaction and the nature and
amount of the consideration by affirmative vote of not less than a majority of the Trustees
entitled to vote thereon, and (iii) after paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and refunding agreements as they deem
necessary for their protection, the Trustees may distribute the remaining Trust Property, in cash
or in kind or partly in each, among the Participants according to their respective proportionate
allocation of Shares.
(c) Upon termination of the Trust and distribution to the Participants as herein provided, a
majority of the Trustees shall execute and lodge among the records of the Trust an instrument in
writing setting forth the fact of such termination, and the Trustees shall thereupon be discharged
(0120905617) 31
from all further liabilities and duties hereunder, and the right, title and interest of all Participants
shall cease and be cancelled and discharged.
(d) A certification in recordable form signed by a majority of the "Trustees setting forth an
amendment and reciting that it was duly adopted by the Participants or by the Trustees as
aforesaid or a copy of the Indenture, as amended, in recordable form, and executed by a majority
of the Trustees, shall be conclusive evidence of such amendment.
13.2 Duration.
The Trust shall continue in existence in perpetuity, subject in all respects to the provisions of this
Article XIII.
ARTICLE XIV
Miscellaneous
14.1 Governine Law.
This Indenture of Trust is executed by the Initial Participants and delivered in the State of Florida
and with reference to the Laws thereof, and the rights of all parties and the validity, construction
and effect of every provision hereof shall be subject to and construed according to the Laws of
said State of Florida (without regard to its conflicts of law rules).
14.2 Counterparts.
This Indenture of Trust may be executed in several counterparts, each of which when so
executed shall be deemed to be an original, and such counterparts, together, shall constitute but
one and the same instrument, which shall be sufficiently evidenced by any such original
counterpart.
14.3 Reliance by Third Parties.
Any certificate executed by an individual who according to the then current records of the Trust
appears to be a Trustee, the Secretary or the Treasurer of the Trust, certifying to (a) the number
or identity of Trustees or Participants, (b) the due authorization of the execution of any
instrument or writing, (c) the results of any vote of Trustees or Partic:r.+ants, (d) the fact that the
number of 'Trustees or Participants present at any meeting or executing any written instrument
satisfies the requirements of this Indenture of Trust, or (e) the form of any By -Laws adopted by,
or the identity of any officers or any facts which in any manner relate to the affairs of the Trust,
shall be conclusive evidence as to the matters so certified in favor of any Person dealing with the
Trustees or any of them or the Trust and the successors of such Person.
14.4 Provisions in Conflict with Law.
The provisions of this Indenture are severable, and if the Trustees shall determine with the advice
of counsel that any one or more of such provisions are in conflict with applicable federal or
Florida Laws, those conflicting provisions shall be deemed never to have constituted a part of
(01209056.7} 32
this Indenture of Trust, provided, however, that such determination by the Trustees shall not
affect or impair any of the remaining provisions of this Indenture of Trust or render invalid or
improper any action taken or omitted (including, but not limited to, the election of Trustees)
prior to such determination.
14.5 Gender and Section Headings.
(a) Words of the masculine gender shall mean and include correlative words of the feminine and
neuter genders and words importing the singular number shall mean and include the plural
number and vice versa.
(b) Any headings preceding the texts of the several Articles and Sections of the Indenture of
Trust and any table of contents or marginal notes appended to copies hereof, shall be solely for
convenience of reference and shall neither constitute a part of this Indenture of Trust nor affect
its meaning, construction or effect.
14.6 Adoption by Local Government Entities; Written Investment Policies of
Participants; Resignation and Withdrawal of Participants.
(a) Any Local Government Entity meeting the requirements of Section 1.2 hereof may become a
Participant of this 'Trust by (i) taking all required official action to adopt and authorize the
execution of this Indenture of Trust including, without limitation, adopting a written investment
policy consistent with this Indenture of "trust and the Permitted Investments List or amending or
modifying any existing written investment policy not consistent with this Indenture of Trust or
the Permitted .investments List, and (ii) furnishing the Trustees with satisfactory evidence that
such official action has been taken. A copy of this Indenture of Trust may be adopted by
executing a written instrument of adoption in such form as may be prescribed by the Trustees.
Delivering an acknowledged copy of such instrument shall constitute satisfactory evidence of the
adoption contemplated by this Section.
(b) By joining in or adopting this Indenture of Trust, each Participant agrees that it will maintain
a written investment policy consistent with the provisions of this Indenture of Trust and the
Permitted Investments List, as each of the same is amended from time to time.
(c) Any Participant may resign and withdraw from the Trust by sending a written notice to such
effect to the Chairman of the Trust and the Administrator and by requesting the redemption of all
Shares then held by it or in accordance with any other procedure authorized by the Trustees or
Board of Participants. Such resignation and withdrawal shall become effective upon the receipt
thereof by the Chairman of the Trust and the Administrator. No resignation and withdrawal by a
Participant shall operate to annul this Indenture of Trust or terminate the existence of the Trust.
IN WITNESS WHEREOF, the undersigned Local Government Entities of the State of Florida
acting in the capacity of Initial .Participants of the Trust have executed this Indenture of Trust
together with the Trustees as of the day first above written.
{0120905617} 33
Signature page to
Indenture of Trust for Florida Surplus Asset Fund Trust
Dated as of December 11, 2007
INITIAL PARTICIPANTS
TRADITION COMMUNITY DEVEIOPMENT DISTRICT NO. 1
r
IAA�
By:
Treasurer as defined herein
TRADITION COMMUNITY DEVELOPMENT DISTRICT NO.2
r
Treasurer as defined herein
TRADITION COMMUNITY DEVELOPMENT DISTRICT NO.3
%AA A41 J . --�4
By: I I IV' - - I
Treasurev as defined herein
TRUS ES
.41� A . , il
Narnc e m
Truste as defined herein
By: _.
N Joseph MacL en
T ,[ee as defined herein
James Anderson
"Trustee as defined herein
{01209056;7} 34
Florida Surplus Asset Fund Trust
PERMITTED INVESTMENTS
The 'Trust may invest in the following types and categories of investments:
Direct obligations of the United States Treasury;
2. Obligations backed by the full faith and credit of the United States government;
3. Obligations of agencies and instrumentalities of the United States government
rated in the highest rating category by a nationally recognized rating agency;
4. Certificates of deposit and other evidences of deposit with approved financial
institutions;
5. Bankers' acceptances rated in the highest rating tier by a nationally recognized
rating agency;
6. Commercial paper rated in the highest rating tier by a nationally recognized rating
agency;
7. Obligations of state and local governments and public authorities rated in the two
highest rating tiers by a nationally recognized rating agency;
8. Money market mutual funds regulated by the Securities and Exchange
Commission and whose portfolios consist only of dollar -denominated securities;
9. Repurchase agreements and reverse repurchase agreements whose underlying
purchased securities consist only of the instruments listed in categories 1 through 8 above; and
10. Without limiting the foregoing, any investments authorized under Section
218.415(16), Fla. Stat.
The Trust may participate in a securities lending program approved by the Board of Trustees.
{0120905617? 35